0001481646-24-000039 | 10-Q | XBRL Viewer

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Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	May 31, 2024	Feb. 29, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 278,191	$ 278,191

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

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+ Details

Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023
Earnings Per Share [Abstract]
Net loss	$ (27,592)	$ (38,409)
Weighted-average common shares outstanding - basic (in shares)	78,119,493	73,179,994
Net income (loss) per share attributable to common stockholders - basic (USD per share)	$ (0.35)	$ (0.52)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited) - USD ($) $ in Thousands	Total	Common stock	Additional paid-in capital	Accumulated Other Comprehensive Income (Loss)	Accumulated deficit
Balances, beginning of period (in shares) at Feb. 28, 2023		73,089,075
Balance, beginning of period at Feb. 28, 2023	$ 473,786	$ 7	$ 1,428,073		$ (954,294)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options and vesting of restricted stock units (in shares)		1,895,163
Exercise of stock options and vesting of restricted stock units	2,531	$ 1	2,530
Issuance of common stock in connection with the employee stock purchase plan (in shares)		280,162
Issuance of common stock in connection with the employee stock purchase plan	1,992		1,992
Stock-based compensation expense	14,278		14,278
Net loss	(38,409)				(38,409)
Balances, end of period (in shares) at May. 31, 2023		75,264,400
Balance, end of period at May. 31, 2023	$ 454,178	$ 8	1,446,873		(992,703)
Balances, beginning of period (in shares) at Feb. 29, 2024	78,070,781	78,070,781
Balance, beginning of period at Feb. 29, 2024	$ 445,465	$ 8	1,499,603	$ (47)	(1,054,099)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options and vesting of restricted stock units (in shares)		473,121
Exercise of stock options and vesting of restricted stock units	125		125
Issuance of common stock in connection with the employee stock purchase plan (in shares)		297,668
Issuance of common stock in connection with the employee stock purchase plan	1,944		1,944
Stock-based compensation expense	15,310		15,310
Other comprehensive income (loss)	13			13
Net loss	$ (27,592)				(27,592)
Balances, end of period (in shares) at May. 31, 2024	78,841,570	78,841,570
Balance, end of period at May. 31, 2024	$ 435,265	$ 8	$ 1,516,982	$ (34)	$ (1,081,691)

Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023
Property, Plant and Equipment [Line Items]
Amortization expenses	$ 10,392	$ 11,640
Software Development
Property, Plant and Equipment [Line Items]
Useful life	3 years
Capitalized cost	$ 1,242	2,410
Amortization expenses	$ 887	$ 346

Stock-based Compensation (Tables)

3 Months Ended

May 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation

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


	Three months ended May 31,
	2024		2023
Cost of revenue, excluding depreciation and amortization	$	898	$	911
Product and technology	7,572		6,966
Sales and marketing	3,240		3,826
General and administrative	3,600		2,575
Total stock-based compensation	$	15,310	$	14,278

Schedule of Stock Option Activity

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


	Stock Options	Weighted average exercise price		Weighted remaining contractual life in years	Aggregate intrinsic value
Balance, February 29, 2024	6,171,653	$	10.87
Exercised	(14,327)	6.25
Forfeited	(30,173)	17.51
Balance, May 31, 2024	6,127,153	$	10.83	4.3	$	7,370

The following is a summary of stock option activity under the PlushCare Plan:


	Stock Options	Weighted average exercise price		Weighted remaining contractual life in years	Aggregate intrinsic value
Balance, February 29, 2024	53,269	$	1.74
Exercised	(23,161)	$	1.39
Balance, May 31, 2024	30,108	$	2.02	5.7	$	152

Schedule of Restricted Stock Units Activity

The following is a summary of activity for the three months ended May 31, 2024:


			Restricted Stock Units
Balance, February 29, 2024			5,031,140
Granted			116,092
Vested			(435,627)
Forfeited			(64,551)
Balance, May 31, 2024			4,647,054

Schedule of Performance Stock Units Activity

The following is a summary of activity for the three months ended May 31, 2024:


			Performance Stock Units
Balance, February 29, 2024			276,480
Granted			—
Vested			—
Forfeited			—
Balance, May 31, 2024			276,480

Revenue - Revenue and Deferred Revenue (Details) $ in Thousands	May 31, 2024 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue	$ 186,185
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-06-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue	$ 120,104
Revenue remaining performance obligation satisfaction period	9 months
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	$ 52,038
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	$ 13,149
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	$ 636
Revenue remaining performance obligation satisfaction period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-03-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue	$ 258
Revenue remaining performance obligation satisfaction period	1 year

Stock-based Compensation - Stock Option Activity Under Option Plan and Incentive Plan (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	May 31, 2024 USD ($) $ / shares shares
2020 Equity Incentive Plan
Stock Options
Beginning Balance (in shares) \| shares	6,171,653
Exercised (in shares) \| shares	(14,327)
Forfeited (in shares) \| shares	(30,173)
Ending Balance (in shares) \| shares	6,127,153
Weighted average exercise price
Beginning Balance (USD per share) \| $ / shares	$ 10.87
Exercised (USD per share \| $ / shares	6.25
Forfeited (USD per share \| $ / shares	17.51
Ending Balance (USD per share) \| $ / shares	$ 10.83
Weighted remaining contractual life in years	4 years 3 months 18 days
Aggregate intrinsic value \| $	$ 7,370
PlushCare, Inc. Stock Incentive Plan
Stock Options
Beginning Balance (in shares) \| shares	53,269
Exercised (in shares) \| shares	(23,161)
Ending Balance (in shares) \| shares	30,108
Weighted average exercise price
Beginning Balance (USD per share) \| $ / shares	$ 1.74
Exercised (USD per share \| $ / shares	1.39
Ending Balance (USD per share) \| $ / shares	$ 2.02
Weighted remaining contractual life in years	5 years 8 months 12 days
Aggregate intrinsic value \| $	$ 152

Stock-based Compensation - Restricted Stock Units (Details) - Restricted Stock Units (RSUs)	3 Months Ended
	May 31, 2024 shares
Restricted Stock Units
Beginning Balance (in shares)	5,031,140
Granted (in shares)	116,092
Vested (in shares)	(435,627)
Forfeited (in shares)	(64,551)
Ending Balance (in shares)	4,647,054

Commitments and Contingencies - Purchase Obligations (Details) $ in Thousands	May 31, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Purchase obligation	$ 40,323
Purchase obligation, remaining future purchase commitments	$ 21,116

Net Loss Per Share Attributable to Common Stockholders

3 Months Ended

May 31, 2024

Earnings Per Share [Abstract]

Net Loss Per Share Attributable to Common Stockholders

The following table sets forth the computation of basic and diluted net loss per share attributable to Accolade’s common stockholders:


	Three months ended May 31,
	2024		2023
Net loss	$	(27,592)	$	(38,409)
Weighted-average common shares outstanding, basic	78,119,493		73,179,994
Net income (loss) per share attributable to common stockholders, basic	$	(0.35)	$	(0.52)

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:


	Three months ended May 31,
	2024	2023
Stock options	6,157,261	7,535,972
Unvested restricted stock units	4,647,054	3,341,855
Unvested performance stock units	97,690	—
Shares issued to PlushCare employees and subject to vesting	268,720	537,401
Indemnity shares held in escrow in connection with PlushCare acquisition	—	27,342
Convertible Senior Notes	4,180,469	5,700,297
Total	15,351,194	17,142,867

Background	3 Months Ended
Background	May 31, 2024
Background
Background	BackgroundAccolade, Inc. (Accolade or together with its subsidiaries, the Company) provides an advocacy-led, nationwide care delivery service comprised of 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 deploy Accolade solutions in order to provide employees and their 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 improve the member experience, encourage better healthcare outcomes, and lower costs for both members and customers. Accolade is co-headquartered in Seattle, Washington and Plymouth Meeting, Pennsylvania.

Revenue - Revenue and Deferred Revenue - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023
Revenue from Contract with Customer [Abstract]
Contract with customer liability revenue recognized	$ 26,085	$ 24,746
Revenue related to performance obligations satisfied in prior periods	$ 1,945	$ 1,433

Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Compensation expense	$ 15,310	$ 14,278
Cost of revenue, excluding depreciation and amortization
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Compensation expense	898	911
Product and technology
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Compensation expense	7,572	6,966
Sales and marketing
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Compensation expense	3,240	3,826
General and administrative
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Compensation expense	$ 3,600	$ 2,575

Revenue - Cost to Obtain and Fulfill a Contract (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023
Capitalized Contract Cost [Line Items]
Amortization of contract cost	$ 1,076	$ 838
Deferred amortization term	5 years
Impairment loss on deferred commission	$ 0	0
Sales commission
Capitalized Contract Cost [Line Items]
Capitalized contract costs, additions	133	642
Deferred implementation costs
Capitalized Contract Cost [Line Items]
Capitalized contract costs, additions	91	107
Customer set up cost
Capitalized Contract Cost [Line Items]
Amortization of contract cost	$ 340	$ 278
Deferred amortization term	5 years

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	May 31, 2024	May 31, 2023
Income Tax Disclosure [Abstract]
Income tax provision (benefit)	$ 335	$ 91
Effective income tax rate	1.20%	(0.20%)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
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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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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Revenue (Tables)

3 Months Ended

May 31, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

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


	Three Months Ended May 31,
	2024		2023
Access fees	$	76,959	$	66,597
Usage-based fees	33,507		26,629
Total	$	110,466	$	93,226

Schedule of Revenue Expected To Be Recognized From Remaining Performance Obligations

As of May 31, 2024, revenue is expected to be recognized from remaining performance obligations as follows:


Fiscal year ending February 28(29),
Remainder of 2025	$	120,104
2026	52,038
2027	13,149
2028	636
2029	258
Total	$	186,185

Debt - Notes (Details) - Convertible Senior Notes - USD ($) $ in Thousands	May 31, 2024	Feb. 29, 2024	Nov. 30, 2023
Debt Instrument [Line Items]
Principal	$ 211,041	$ 211,041	$ 211,041
Unamortized issuance costs	(2,251)	(2,559)
Net carrying amount	$ 208,790	$ 208,482

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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

- Definition

Amount of unamortized debt discount (premium) and debt issuance costs.

+ References + Details

- Definition

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

+ References + Details

Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023
Income Statement [Abstract]
Revenue	$ 110,466	$ 93,226
Cost of revenue, excluding depreciation and amortization	58,611	54,203
Operating expenses:
Product and technology	26,309	25,899
Sales and marketing	28,194	25,033
General and administrative	16,008	16,080
Depreciation and amortization	10,392	11,640
Total operating expenses	80,903	78,652
Loss from operations	(29,048)	(39,629)
Interest income, net	1,697	921
Other income	94	390
Loss before income taxes	(27,257)	(38,318)
Income tax expense	(335)	(91)
Net loss	$ (27,592)	$ (38,409)
Net loss per share, basic (USD per share)	$ (0.35)	$ (0.52)
Net loss per share, diluted (USD per share)	$ (0.35)	$ (0.52)
Weighted-average common shares outstanding - basic (in shares)	78,119,493	73,179,994
Weighted-average common shares outstanding - diluted (in shares)	78,119,493	73,179,994
Other comprehensive income:
Unrealized income on marketable securities, net	$ 13	$ 0
Comprehensive loss	$ (27,579)	$ (38,409)

Goodwill and Intangible Assets

3 Months Ended

May 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

The Company’s goodwill balance at May 31, 2024 and February 29, 2024 was $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. While management cannot predict if or when future goodwill impairments may occur, 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 May 31, 2024
	Useful Life	Gross Value		Accumulated Amortization		Net Carrying Value		Weighted Average Remaining Useful Life (Years)
Customer relationships	2 to 20 years	$	124,050	$	(23,450)	$	100,600	16.7
Technology	2 to 5 years	111,526		(73,857)		37,669		1.8
Supplier-based network	5 years	25,000		(16,250)		8,750		1.8
Trade name	10 years	13,700		(4,195)		9,505		6.9
Non-compete agreement	2 to 3 years	9,300		(9,300)		—		0.0
		$	283,576	$	(127,052)	$	156,524

Amortization expense for intangible assets was $8,884 and $10,372 during the three months ended May 31, 2024 and 2023, respectively.

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	May 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Accolade’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the Company’s accounts and those of the Company’s wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Principles of Consolidation	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 the 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.
Unaudited Interim Financial Statements	The accompanying condensed consolidated financial statements and the related footnote disclosures are unaudited. The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s interim condensed consolidated financial position as of May 31, 2024 and the results of its operations for the three months ended May 31, 2024 and 2023. The results for the three months ended May 31, 2024 are not necessarily indicative of results to be expected for the year ending February 28, 2025, any other interim periods, or any future year or period. The Company’s management believes that the disclosures are adequate to make the information presented not misleading when read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended February 29, 2024.
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.
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.
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	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.
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 usage 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 usage-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: •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. Usage-based fees The Company also generates revenue when members use the expert medical opinion and virtual primary care services that are billed based on usage. Many, but not all, contracts with customers contain usage-based fees. For any usage-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. In prior periods, the Company referred to usage-based fees as "utilization-based fees." 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. government debt, commercial paper, and U.S. agency debt with original maturities greater than three months. 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.
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. 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 Company has elected, for all of its leases, to not separate lease and non-lease components. 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 Pronouncements	In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280). The new standard requires enhanced disclosures about significant segment expenses and other segment items and requires companies to disclose all annual disclosures about segments in interim periods. The new standard also permits companies to disclose more than one measure of segment profit or loss, requires disclosure of the title and position of the Chief Operating Decision Maker, and requires companies with a single reportable segment to provide all disclosures required by Topic 280. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and companies are required to apply the ASU retrospectively to all periods presented. The Company is currently evaluating the impact that the adoption of this standard will have on its financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires expanding disclosures of an entity's income tax rate reconciliation and income taxes paid. The new standard is effective for annual periods beginning after December 15, 2024 and early adoption is permitted. Upon adoption, this standard will result in additional required disclosures being included in the Company's consolidated financial statements. The Company is currently evaluating the impact that the adoption of this standard will have on its financial statements and related disclosures.

Stock-based Compensation - Employee Stock Purchase Plan - (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Jul. 31, 2020	May 31, 2024	May 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense		$ 15,310	$ 14,278
2020 Employee Stock Purchase Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock authorized to be issued (in shares)		3,839,393
Common stock available for future grants (in shares)		2,260,809
Percentage of lower in fair market value	85.00%
Compensation expense		$ 379	$ 468
Issuance of common stock in connection with the employee stock purchase plan (in shares)		529,741	280,162
Cash proceeds		$ 1,944	$ 1,992
Employee payroll contributions accrued		$ 184
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 (in shares)	$ 25,000

Stock-based Compensation

3 Months Ended

May 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

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


	Three months ended May 31,
	2024		2023
Cost of revenue, excluding depreciation and amortization	$	898	$	911
Product and technology	7,572		6,966
Sales and marketing	3,240		3,826
General and administrative	3,600		2,575
Total stock-based compensation	$	15,310	$	14,278

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 May 31, 2024, there was a total of 15,257,574 shares of common stock authorized for issuance under the Incentive Plan, of which 4,548,688 were available for future grants.

(a) Stock Options

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


	Stock Options	Weighted average exercise price		Weighted remaining contractual life in years	Aggregate intrinsic value
Balance, February 29, 2024	6,171,653	$	10.87
Exercised	(14,327)	6.25
Forfeited	(30,173)	17.51
Balance, May 31, 2024	6,127,153	$	10.83	4.3	$	7,370

For the three months ended May 31, 2024 and 2023, the Company recognized $1,508 and $2,215 in compensation expense related to stock options, respectively. As of May 31, 2024, approximately $3,527 of unrecognized compensation expense related to our stock options is expected to be recognized over a weighted average period of 1.0 years. The aggregate intrinsic value of stock options exercised was $42 and $3,132 for the three months ended May 31, 2024 and 2023, respectively.

(b) PlushCare Stock Options

In connection with the acquisition of PlushCare, Inc. (PlushCare) on June 9, 2021, 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:


	Stock Options	Weighted average exercise price		Weighted remaining contractual life in years	Aggregate intrinsic value
Balance, February 29, 2024	53,269	$	1.74
Exercised	(23,161)	$	1.39
Balance, May 31, 2024	30,108	$	2.02	5.7	$	152

For the three months ended May 31, 2024 and 2023, the Company recognized $92 and $1,340, respectively, in compensation expense related to PlushCare stock options. As of May 31, 2024, approximately $120 of unrecognized compensation expense related to PlushCare stock options is expected to be recognized over a weighted average period of 0.5 years. The aggregate intrinsic value of stock options exercised was $166 and $535 for the three months ended May 31, 2024 and 2023, respectively.

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 three months ended May 31, 2024:


			Restricted Stock Units
Balance, February 29, 2024			5,031,140
Granted			116,092
Vested			(435,627)
Forfeited			(64,551)
Balance, May 31, 2024			4,647,054

For the three months ended May 31, 2024 and 2023, the Company recognized $9,536 and $6,679, respectively, in restricted stock unit compensation expense, with $47,860 remaining total unrecognized compensation costs related to these awards as of May 31, 2024. The total unrecognized costs are expected to be recognized over a weighted-average term of 1.8 years. The weighted average grant date fair value of restricted stock units granted during the three months ended May 31, 2024 was $8.65.

In connection with the PlushCare acquisition, the agreement provided for the issuance of time-based restricted stock units for 64,694 shares of common stock to existing PlushCare shareholders upon the achievement of the contingent consideration revenue milestones. During the second quarter of fiscal 2024, 57,124 of these restricted stock units were issued. These restricted stock units are included in the table above.

During fiscal 2024, performance-based restricted stock units were approved to be issued as part of the Company’s fiscal 2024 corporate bonus program. In association with the Company’s fiscal 2024 corporate bonus payout, 747,687 fully-vested RSUs were issued in May 2023.

(d) Performance Stock Units

During fiscal 2024, the Company granted performance stock units (PSUs) to the Company’s named executive officers. These PSUs will vest after the fiscal year ending February 28, 2026 based on achievement of performance metrics for revenue, Adjusted EBITDA, and Gross Dollar Retention for each of the fiscal years 2024, 2025, and 2026. Stock-based compensation costs associated with these PSUs are reassessed each reporting period based on estimated performance achievement. The number of PSUs that will be issued to executive officers at the end of the performance period will be between 0% and 200% of the grant based on the actual achievement of performance metrics.

The following is a summary of activity for the three months ended May 31, 2024:


			Performance Stock Units
Balance, February 29, 2024			276,480
Granted			—
Vested			—
Forfeited			—
Balance, May 31, 2024			276,480

Expense for these awards is recognized using graded amortization. For the three months ended May 31, 2024, the Company recognized $238 in PSU expense, respectively, related to these awards with $2,990 remaining total unrecognized compensation costs related to these awards as of May 31, 2024. The total unrecognized costs are expected to be recognized over a weighted-average term of 2.0 years.

(e) Employee Stock Purchase Plan

In July 2020, the Board of Directors adopted the Company’s 2020 Employee Stock Purchase Plan (the ESPP). As of May 31, 2024, there was a total of 3,839,393 shares of common stock authorized for issuance under the ESPP, of which 2,260,809 shares were available for future issuance.

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 $379 and $468 during the three months ended May 31, 2024 and 2023, respectively.

During the three months ended May 31, 2024 and 2023, employees who elected to participate in the ESPP purchased a total of 529,741 and 280,162 shares of common stock, respectively, resulting in cash proceeds to the Company of $1,944 and $1,992, respectively. An additional $184 has been withheld via employee payroll deductions for those who have opted to participate in the next stock purchase plan period ending November 2024.

(f) Other

In connection with the acquisition of PlushCare on June 9, 2021, 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 vested on the second anniversary of acquisition date, and one third vested on the third anniversary of the acquisition date. As of May 31, 2024, there were 268,720 unvested shares outstanding with a grant date fair value of $52.52 per share. The Company recognized stock-based compensation expense of $3,557 during the three months ended May 31, 2024 and 2023, respectively. The remaining unamortized compensation expense of $348 will be recognized in the second quarter of fiscal 2025.

Fair Value Measurements (Details) - USD ($) $ in Thousands	May 31, 2024	Feb. 29, 2024
Marketable securities:
Marketable securities	$ 41,931	$ 51,315
Convertible senior notes	186,307
United States government debt
Marketable securities:
Marketable securities	19,701	24,431
Commercial paper
Marketable securities:
Marketable securities	12,355	17,134
United States agency debt
Marketable securities:
Marketable securities	9,875	9,750
Money market funds
Cash equivalents:
Fair value	44,831	34,351
Level 1 \| United States government debt
Marketable securities:
Marketable securities	19,701	24,431
Level 1 \| Commercial paper
Marketable securities:
Marketable securities	0	0
Level 1 \| United States agency debt
Marketable securities:
Marketable securities	0	0
Level 1 \| Money market funds
Cash equivalents:
Fair value	44,831	34,351
Level 2 \| United States government debt
Marketable securities:
Marketable securities	0	0
Level 2 \| Commercial paper
Marketable securities:
Marketable securities	12,355	17,134
Level 2 \| United States agency debt
Marketable securities:
Marketable securities	9,875	9,750
Level 2 \| Money market funds
Cash equivalents:
Fair value	0	0
Level 3 \| United States government debt
Marketable securities:
Marketable securities	0	0
Level 3 \| Commercial paper
Marketable securities:
Marketable securities	0	0
Level 3 \| United States agency debt
Marketable securities:
Marketable securities	0	0
Level 3 \| Money market funds
Cash equivalents:
Fair value	$ 0	$ 0

Revenue - Revenues Disaggregated (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 110,466	$ 93,226
Access fees
Disaggregation of Revenue [Line Items]
Revenue	76,959	66,597
Usage-based fees
Disaggregation of Revenue [Line Items]
Revenue	$ 33,507	$ 26,629

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding 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
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479941/924-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-5

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-4

+ Details

Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares	May 31, 2024	Feb. 29, 2024
Statement of Financial Position [Abstract]
Common stock, par value (USD per share)	$ 0.0001	$ 0.0001
Common stock authorized (in shares)	500,000,000	500,000,000
Common stock issued (in shares)	78,841,570	78,070,781
Common stock outstanding (in shares)	78,841,570	78,070,781

Net Loss Per Share Attributable to Common Stockholders (Tables)

3 Months Ended

May 31, 2024

Earnings Per Share [Abstract]

Schedule of Computation of Basic And Diluted Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share attributable to Accolade’s common stockholders:


	Three months ended May 31,
	2024		2023
Net loss	$	(27,592)	$	(38,409)
Weighted-average common shares outstanding, basic	78,119,493		73,179,994
Net income (loss) per share attributable to common stockholders, basic	$	(0.35)	$	(0.52)

Schedule of Common Stock Excluded from the Computation of Diluted Net Loss Per Share Attributable to Common Stockholders


	Three months ended May 31,
	2024	2023
Stock options	6,157,261	7,535,972
Unvested restricted stock units	4,647,054	3,341,855
Unvested performance stock units	97,690	—
Shares issued to PlushCare employees and subject to vesting	268,720	537,401
Indemnity shares held in escrow in connection with PlushCare acquisition	—	27,342
Convertible Senior Notes	4,180,469	5,700,297
Total	15,351,194	17,142,867

Stock-based Compensation - Performance Stock Units (Details) - Performance Stock Units	3 Months Ended
	May 31, 2024 shares
Performance Stock Units
Beginning Balance (in shares)	276,480
Granted (in shares)	0
Vested (in shares)	0
Forfeited (in shares)	0
Ending Balance (in shares)	276,480

Debt (Tables)

3 Months Ended

May 31, 2024

Debt Disclosure [Abstract]

Schedule Of Debt

The net carrying amount of the Notes was as follows:


	May 31, 2024		February 29, 2024
Principal	$	211,041	$	211,041
Unamortized issuance costs	(2,251)		(2,559)
Net carrying amount	$	208,790	$	208,482

Net Loss Per Share Attributable to Common Stockholders - Antidilutive (Details) - shares	3 Months Ended
	May 31, 2024	May 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted net loss per share (in shares)	15,351,194	17,142,867
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted net loss per share (in shares)	6,157,261	7,535,972
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 (in shares)	4,647,054	3,341,855
Unvested performance stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted net loss per share (in shares)	97,690	0
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 (in shares)	268,720	537,401
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 (in shares)	0	27,342
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 (in shares)	4,180,469	5,700,297

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	May 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	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. 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 agreed to a settlement for $3,700. The court issued a final approval and final judgment in July 2023. The Company paid the settlement in full in September 2023 pursuant to the terms of the court-approved settlement. The Company has been reimbursed by third-party insurance for a majority of the liability and the remainder of the liability was subject to indemnification and reimbursement from cash and stock escrows set up as part of the Company's acquisition of PlushCare which was settled in the fourth quarter of fiscal 2024. (b) Employment Agreements Certain officers of the Company have employment agreements providing for severance, continuation of benefits, and other specified rights in the event of termination without cause, including in the event of a change of control of the Company, as defined in the agreements. (c) Purchase Obligations The Company has minimum required purchase commitments of $40,323 pursuant to an agreement primarily related to cloud computing services. Portions of the total purchase commitment are required to be met prior to the end of each contract year, September 30, in each of fiscal years 2023 through 2027. If total purchases in a contract year do not meet the portion of the commitment required for that year, the shortfall must be prepaid and can be used for future purchases through September 30, 2027. As of May 31, 2024, the Company has remaining future purchase commitments under this agreement of $21,116.

Goodwill and Intangible Assets (Tables)

3 Months Ended

May 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible assets

Intangible assets consisted of the following:


		As of May 31, 2024
	Useful Life	Gross Value		Accumulated Amortization		Net Carrying Value		Weighted Average Remaining Useful Life (Years)
Customer relationships	2 to 20 years	$	124,050	$	(23,450)	$	100,600	16.7
Technology	2 to 5 years	111,526		(73,857)		37,669		1.8
Supplier-based network	5 years	25,000		(16,250)		8,750		1.8
Trade name	10 years	13,700		(4,195)		9,505		6.9
Non-compete agreement	2 to 3 years	9,300		(9,300)		—		0.0
		$	283,576	$	(127,052)	$	156,524

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023
Cash flows from operating activities:
Net loss	$ (27,592)	$ (38,409)
Adjustments to reconcile net loss to net cash used in Operating activities:
Depreciation and amortization expense	10,392	11,640
Amortization of deferred contract acquisition costs	1,416	1,116
Noncash interest expense	308	440
Accretion of discounts/premiums on marketable securities, net	(603)	0
Stock-based compensation expense	15,310	14,278
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable and unbilled revenue	(9)	396
Accounts payable and accrued expenses	(5,351)	(1,690)
Deferred contract acquisition costs	(226)	(891)
Deferred revenue and due to customers	(3,333)	8,052
Accrued compensation	(1,354)	(11,718)
Other liabilities	303	(1,131)
Other assets	3,619	(1,370)
Net cash used in operating activities	(7,120)	(19,287)
Cash flows from investing activities:
Maturities of marketable securities	10,000	0
Capitalized software development costs	(1,242)	(2,500)
Purchases of property and equipment	(713)	(877)
Net cash provided (used) in investing activities	8,045	(3,377)
Cash flows from financing activities:
Proceeds from stock option exercises	122	2,459
Proceeds from employee stock purchase plan	1,944	1,992
Net cash provided by financing activities	2,066	4,451
Net increase (decrease) in cash and cash equivalents	2,991	(18,213)
Cash and cash equivalents, beginning of period	185,718	321,083
Cash and cash equivalents, end of period	188,709	302,870
Supplemental cash flow information:
Interest paid	578	769
Fixed assets and capitalized software included in accounts payable	97	506
Other receivable related to stock option exercises	0	84
Income taxes paid	$ 830	$ 53

Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended		3 Months Ended
	Jun. 09, 2021	May 31, 2023	Jul. 31, 2020	May 31, 2024	May 31, 2023	Feb. 28, 2023	Feb. 29, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense				$ 15,310	$ 14,278
Restricted stock units 2023 Bonus plan payout
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Units issued (in shares)		747,687
Unvested performance stock units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense				238
Unrecognized compensation expense				$ 2,990
Weighted average period				2 years
Unvested shares outstanding (in shares)				276,480			276,480
Unvested performance stock units \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Grant based on the actual achievement of performance metrics				0.00%
Unvested performance stock units \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Grant based on the actual achievement of performance metrics				200.00%
Individuals Agreements With Company \| PlushCare
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense				$ 3,557	3,557
Weighted average grant date fair value (USD per share)				$ 52.52
Individuals of company with continued employment (in shares)	806,161
Unvested shares outstanding (in shares)				268,720
Unamortized compensation expense				$ 348
Individuals Agreements With Company \| Tranche One \| PlushCare
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	1 year
Vesting percentage	33.33%
Individuals Agreements With Company \| Tranche Two \| PlushCare
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	2 years
Vesting percentage	33.33%
Individuals Agreements With Company \| Tranche Three \| PlushCare
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	3 years
Vesting percentage	33.34%
Unvested restricted stock units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense				$ 9,536	6,679
Weighted average grant date fair value (USD per share)				$ 8.65
Weighted average period				1 year 9 months 18 days
Remaining of total unrecognized compensation costs				$ 47,860
Unvested shares outstanding (in shares)				4,647,054			5,031,140
Unvested restricted stock units \| PlushCare
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares issued in connection with the acquisition to the existing shareholders (in shares)	64,694
Granted (in shares)						57,124
Unvested restricted stock units \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period				2 years
Unvested restricted stock units \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period				4 years
Unvested restricted stock units \| Two-Year Vesting Grants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period				2 years
Unvested restricted stock units \| Two-Year Vesting Grants, Tranche One, Quarterly Vesting
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period				1 year
Vesting percentage				12.50%
Unvested restricted stock units \| Two-Year Vesting Grants, Tranche Two, Monthly Vesting
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period				1 year
Vesting percentage				87.50%
Unvested restricted stock units \| Three-Year Vesting Grants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period				3 years
Unvested restricted stock units \| Three-Year Vesting Grants, Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting percentage				33.33%
Unvested restricted stock units \| Three-Year Vesting Grants, Tranche One \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period				1 year
Unvested restricted stock units \| Three-Year Vesting Grants, Tranche Two, Monthly Vesting
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period				2 years
Vesting percentage				66.67%
Unvested restricted stock units \| Four-Year Vesting Grants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period				4 years
Unvested restricted stock units \| Four-Year Vesting Grants, Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting percentage				25.00%
Unvested restricted stock units \| Four-Year Vesting Grants, Tranche One \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period				1 year
Unvested restricted stock units \| Four-Year Vesting Grants, Tranche Two, Monthly Vesting
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting percentage				75.00%
Unvested restricted stock units \| Four-Year Vesting Grants, Tranche Two, Monthly Vesting \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period				3 years
2020 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock authorized to be issued (in shares)				15,257,574
Common stock available for future grants (in shares)				4,548,688
2020 Equity Incentive Plan \| Stock options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock authorized to be issued (in shares)			4,300,000
Term of option (in years)			10 years
Vesting period			4 years
Compensation expense				$ 1,508	2,215
Aggregate intrinsic value of stock options				42	3,132
Unrecognized compensation expense				$ 3,527
Weighted average period				1 year
2020 Equity Incentive Plan \| Stock options \| Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			1 year
Vesting percentage			25.00%
2020 Equity Incentive Plan \| Stock options \| Tranche Two
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			3 years
Vesting percentage			75.00%
PlushCare, Inc. Stock Incentive Plan \| Stock options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense				$ 92	1,340
Aggregate intrinsic value of stock options				166	$ 535
Unrecognized compensation expense				$ 120
Weighted average period				6 months

Commitments and Contingencies - Legal Proceedings (Details) $ in Thousands	May 08, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Litigation settlement	$ 3,700

Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands	May 31, 2024	Feb. 29, 2024
Current assets:
Cash and cash equivalents	$ 188,709	$ 185,718
Marketable securities	41,931	51,315
Accounts receivable, net	20,278	21,800
Unbilled revenue	7,433	5,902
Current portion of deferred contract acquisition costs	4,252	4,369
Prepaid and other current assets	12,656	15,808
Total current assets	275,259	284,912
Property and equipment, net	19,652	19,140
Operating lease right-of-use assets	27,114	28,340
Goodwill	278,191	278,191
Intangible assets, net	156,524	165,407
Deferred contract acquisition costs	8,534	9,608
Other assets	2,095	2,553
Total assets	767,369	788,151
Current liabilities:
Accounts payable	8,139	13,749
Accrued expenses and other current liabilities	11,065	10,736
Accrued compensation	22,037	23,392
Due to customers	11,264	18,552
Current portion of deferred revenue	38,745	34,770
Current portion of operating lease liabilities	7,192	6,651
Total current liabilities	98,442	107,850
Loans payable, net of unamortized issuance costs	208,790	208,482
Operating lease liabilities	24,613	26,077
Other noncurrent liabilities	157	156
Deferred revenue	102	121
Total liabilities	332,104	342,686
Commitments and Contingencies (note 10)
Stockholders’ equity
Common stock par value $0.0001; 500,000,000 shares authorized; 78,841,570 and 78,070,781 shares issued and outstanding at May 31, 2024 and February 29, 2024, respectively	8	8
Additional paid-in capital	1,516,982	1,499,603
Accumulated other comprehensive loss	(34)	(47)
Accumulated deficit	(1,081,691)	(1,054,099)
Total stockholders’ equity	435,265	445,465
Total liabilities and stockholders’ equity	$ 767,369	$ 788,151

Cover Page - shares	3 Months Ended
Cover Page - shares	May 31, 2024	Jun. 17, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	May 31, 2024
Document Transition Report	false
Entity File Number	001-39348
Entity Registrant Name	ACCOLADE, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	01-0969591
Entity Address, Address Line One	1201 Third Avenue
Entity Address, Address Line Two	Suite 1700
Entity Address, City or Town	Seattle
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98101
City Area Code	206
Local Phone Number	926-8100
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	ACCD
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		80,008,376
Amendment Flag	false
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001481646
Current Fiscal Year End Date	--02-28

Fair Value Measurements

3 Months Ended

May 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

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


	May 31, 2024
	Level 1		Level 2		Level 3		Fair Value
Assets
Cash equivalents:
Money market funds	$	44,831	$	—	$	—	$	44,831
Marketable securities:
United States government debt	$	19,701	$	—	$	—	$	19,701
Commercial paper	$	—	$	12,355	$	—	$	12,355
United States agency debt	$	—	$	9,875	$	—	$	9,875


	February 29, 2024
	Level 1		Level 2		Level 3		Fair Value
Assets
Money market funds	$	34,351	$	—	$	—	$	34,351
Marketable securities:
United States government debt	$	24,431	$	—	$	—	$	24,431
Commercial paper	$	—	$	17,134	$	—	$	17,134
United States agency debt	$	—	$	9,750	$	—	$	9,750

The estimated fair value of the convertible senior notes (Note 6) was $186,307 as of May 31, 2024, 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

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+ Details

Basis of Presentation and Summary of Significant Accounting Policies	3 Months Ended
	May 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Basis of Presentation and Summary of Significant Accounting Policies The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended February 29, 2024 appearing in the Company’s Annual Report on Form 10-K and filed with the Securities and Exchange Commission (the SEC) on April 26, 2024. (a) Basis of Presentation and Principles of Consolidation Accolade’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the Company’s accounts and those of the Company’s wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. 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 the 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. (b) Unaudited Interim Financial Statements The accompanying condensed consolidated financial statements and the related footnote disclosures are unaudited. The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s interim condensed consolidated financial position as of May 31, 2024 and the results of its operations for the three months ended May 31, 2024 and 2023. The results for the three months ended May 31, 2024 are not necessarily indicative of results to be expected for the year ending February 28, 2025, any other interim periods, or any future year or period. The Company’s management believes that the disclosures are adequate to make the information presented not misleading when read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended February 29, 2024. (c) Capitalized Internal-Use Software Costs Costs related to software acquired, developed, or modified solely to meet the Company’s internal requirements, including tools that enable the Company’s employees to interact with members and their providers, with no substantive plans to market such software at the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during the post-implementation operational stage are expensed as incurred. Costs related to minor upgrades, minor enhancements, and maintenance activities are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. Internal-use software is included in property and equipment and is amortized on a straight-line basis over 3 years. For the three months ended May 31, 2024 and 2023, the Company capitalized $1,242 and $2,410, respectively, for internal-use software. Amortization expense related to capitalized internal-use software during the three months ended May 31, 2024 and 2023 was $887 and $346, respectively. (d) Impairment of Long-Lived Assets The Company reviews long-lived assets, such as property and equipment and finite-lived intangibles, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, then an impairment charge is recognized for the amount by which the carrying value of the asset exceeds the fair value of the asset. (e) 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. (f) Goodwill Goodwill is the excess of the cost of an acquired entity over the net amounts assigned to tangible and intangible assets acquired and liabilities assumed. Goodwill is not amortized, but is subject to 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. (g) Revenue and Deferred Revenue Revenue Recognition The Company generates revenue by providing customers access to its advocacy, expert medical opinion, and virtual primary care services, as well as through usage 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 usage-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: •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. Usage-based fees The Company also generates revenue when members use the expert medical opinion and virtual primary care services that are billed based on usage. Many, but not all, contracts with customers contain usage-based fees. For any usage-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. In prior periods, the Company referred to usage-based fees as "utilization-based fees." Deferred Revenue The Company typically invoices its customers in advance of the services performed on a monthly or quarterly basis, and the amount invoiced typically represents the maximum total PMPM fee for the estimated number of eligible members over the applicable invoice period. The total PMPM fee covers the stand-ready services in the Company’s typical contracts (i.e., the performance obligations are not separately priced or invoiced). The maximum total PMPM fee that is invoiced includes both the fixed PMPM fee and the variable PMPM fee related to the performance metrics and/or the realization of healthcare cost savings that can be achieved during the period. These fees are classified as deferred revenue on the Company’s consolidated balance sheet until such time that revenue can be recognized. In the event the Company fails to satisfy any of the performance metrics and/or realization of healthcare cost savings that are billed in advance, the Company will refund the applicable portion of the fee or offset the amount against a future invoice. These amounts are included in due to customers on the Company’s consolidated balance sheet. The Company’s accounts receivable represent rights to consideration that are unconditional. (h) Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents, and marketable securities. The Company maintains its cash primarily with domestic financial institutions of high credit quality, which may exceed federal deposit insurance corporation limits. The Company invests its cash equivalents in highly rated money market funds and U.S. treasury bills with original maturities of three months or less. Marketable securities are comprised of U.S. government debt, commercial paper, and U.S. agency debt with original maturities greater than three months. 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. (i) 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. 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 Company has elected, for all of its leases, to not separate lease and non-lease components. 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. (j) Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280). The new standard requires enhanced disclosures about significant segment expenses and other segment items and requires companies to disclose all annual disclosures about segments in interim periods. The new standard also permits companies to disclose more than one measure of segment profit or loss, requires disclosure of the title and position of the Chief Operating Decision Maker, and requires companies with a single reportable segment to provide all disclosures required by Topic 280. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and companies are required to apply the ASU retrospectively to all periods presented. The Company is currently evaluating the impact that the adoption of this standard will have on its financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires expanding disclosures of an entity's income tax rate reconciliation and income taxes paid. The new standard is effective for annual periods beginning after December 15, 2024 and early adoption is permitted. Upon adoption, this standard will result in additional required disclosures being included in the Company's consolidated financial statements. The Company is currently evaluating the impact that the adoption of this standard will have on its financial statements and related disclosures.

Fair Value Measurements (Tables)

3 Months Ended

May 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Financial Assets And Liabilities

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


	May 31, 2024
	Level 1		Level 2		Level 3		Fair Value
Assets
Cash equivalents:
Money market funds	$	44,831	$	—	$	—	$	44,831
Marketable securities:
United States government debt	$	19,701	$	—	$	—	$	19,701
Commercial paper	$	—	$	12,355	$	—	$	12,355
United States agency debt	$	—	$	9,875	$	—	$	9,875


	February 29, 2024
	Level 1		Level 2		Level 3		Fair Value
Assets
Money market funds	$	34,351	$	—	$	—	$	34,351
Marketable securities:
United States government debt	$	24,431	$	—	$	—	$	24,431
Commercial paper	$	—	$	17,134	$	—	$	17,134
United States agency debt	$	—	$	9,750	$	—	$	9,750

Revenue

3 Months Ended

May 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue

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


	Three Months Ended May 31,
	2024		2023
Access fees	$	76,959	$	66,597
Usage-based fees	33,507		26,629
Total	$	110,466	$	93,226

As of May 31, 2024, revenue is expected to be recognized from remaining performance obligations as follows:


Fiscal year ending February 28(29),
Remainder of 2025	$	120,104
2026	52,038
2027	13,149
2028	636
2029	258
Total	$	186,185

The expected revenue includes variable fee estimates for access fee revenue during the non-cancellable term of the Company’s contracts. The expected revenue does not include amounts of variable consideration that are constrained, direct-to-consumer revenues, and usage-based revenues.

Significant changes to the contract liability balances during the three months ended May 31, 2024 and 2023 were the result of revenue recognized and net cash received. Significant changes in the deferred revenue balances during the three months ended May 31, 2024 and 2023 were the result of recognized revenue of $26,085 and $24,746, respectively, that were previously included in deferred revenue. In addition, significant changes to the contract asset balances during the

three months ended May 31, 2024 and 2023 were the result of revenue recognized as well as transfers to accounts receivable. Contract assets relating to unbilled revenue are transferred to accounts receivable when the right to consideration becomes unconditional.

Revenue related to performance obligations satisfied in prior periods that was recognized during the three months ended May 31, 2024 and 2023 was $1,945 and $1,433, 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 condensed consolidated balance sheets. The Company capitalized commission costs of $133 and $642 for the three months ended May 31, 2024 and 2023, respectively. The Company defers costs based on its sales compensation plans only if the commissions are incremental and would not have occurred absent the customer contract. Payments to direct sales personnel are typically made upon signature of the contract. The Company does not pay commissions on contract renewals.

Deferred commissions 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 condensed consolidated statements of operations and totaled $1,076 and $838 for the three months ended May 31, 2024 and 2023, 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 $91 and $107 for the three months ended May 31, 2024 and 2023, 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 revenue in the Company’s condensed consolidated statements of operations and totaled $340 and $278 for the three months ended May 31, 2024 and 2023, 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

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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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (c)
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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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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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

Goodwill and Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023
Goodwill and Intangible Assets
Gross Value	$ 283,576
Accumulated Amortization	(127,052)
Net Carrying Value	156,524
Amortization expense for intangible assets	8,884	$ 10,372
Customer relationships
Goodwill and Intangible Assets
Gross Value	124,050
Accumulated Amortization	(23,450)
Net Carrying Value	$ 100,600
Weighted Average Remaining Useful Life (Years)	16 years 8 months 12 days
Customer relationships \| Minimum
Goodwill and Intangible Assets
Useful Life	2 years
Customer relationships \| Maximum
Goodwill and Intangible Assets
Useful Life	20 years
Technology
Goodwill and Intangible Assets
Gross Value	$ 111,526
Accumulated Amortization	(73,857)
Net Carrying Value	$ 37,669
Weighted Average Remaining Useful Life (Years)	1 year 9 months 18 days
Technology \| Minimum
Goodwill and Intangible Assets
Useful Life	2 years
Technology \| Maximum
Goodwill and Intangible Assets
Useful Life	5 years
Supplier-based network
Goodwill and Intangible Assets
Useful Life	5 years
Gross Value	$ 25,000
Accumulated Amortization	(16,250)
Net Carrying Value	$ 8,750
Weighted Average Remaining Useful Life (Years)	1 year 9 months 18 days
Trade name
Goodwill and Intangible Assets
Useful Life	10 years
Gross Value	$ 13,700
Accumulated Amortization	(4,195)
Net Carrying Value	$ 9,505
Weighted Average Remaining Useful Life (Years)	6 years 10 months 24 days
Non-compete agreement
Goodwill and Intangible Assets
Gross Value	$ 9,300
Accumulated Amortization	(9,300)
Net Carrying Value	$ 0
Weighted Average Remaining Useful Life (Years)	0 years
Non-compete agreement \| Minimum
Goodwill and Intangible Assets
Useful Life	2 years
Non-compete agreement \| Maximum
Goodwill and Intangible Assets
Useful Life	3 years

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	May 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Income Taxes	3 Months Ended
Income Taxes	May 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesThe provision (benefit) for income taxes consists of provisions for federal, state and foreign income taxes for separate U.S. tax filers and for entities in separate tax jurisdictions. As a result of the Company’s history of net operating losses (NOL), the Company has historically provided for a full valuation allowance against its U.S. deferred tax assets that are not more-likely-than-not to be realized. For the three months ended May 31, 2024 and 2023, the Company recorded income tax provision (benefit) of $335 and $91, respectively, which resulted in effective tax rates of 1.2% and (0.2)%, respectively.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

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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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Debt - Narrative (Details) $ / shares in Units, $ in Thousands	1 Months Ended			3 Months Ended
	Nov. 30, 2023 USD ($)	Mar. 31, 2021 USD ($) day purchaser $ / shares $ / derivative	Jul. 31, 2019 USD ($) bank	May 31, 2024 USD ($)	May 31, 2023 USD ($)	Feb. 29, 2024 USD ($)
Debt Instrument [Line Items]
Accretion of discounts/premiums on marketable securities, net				$ (603)	$ 0
Number Of Initial Purchasers Of Capped Call Transactions \| purchaser		2
Number Of Banks \| bank			2
Convertible Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount		$ 287,500
Interest rate		0.50%
Cost which includes allocated pro-rata on capped call costs		$ 8,428
Amount allocated to the Notes		8,368
Amount allocated to capped call		60
Proceeds from notes payable		279,132
Payment of costs of the capped call transactions		$ 34,443
Threshold trading days \| day		20
Threshold consecutive trading days \| day		30
Threshold percentage of stock price trigger		130.00%
Number of business day \| day		5
Number of consecutive trading day \| day		10
Percentage of average conversion value of note		98.00%
Conversion ratio		0.0198088
Conversion rate (USD per share) \| $ / shares		$ 50.48
Percentage of principal amount redeemed		100.00%
Effective interest rate over period				1.10%
Debt instrument, repurchased face amount	$ 76,459
Debt instrument, repurchase amount	66,163
Debt instrument, repurchase amount, third party costs	355
Gain on extinguishment of debt	9,268
Unamortized debt issuance expense	1,078
Write off	50
Long-term debt	$ 211,041			$ 211,041		$ 211,041
Interest expenses				573	781
Accretion of discounts/premiums on marketable securities, net				308	419
Cap price \| $ / derivative		76.20
Percentage of premium over last reported sale price		100.00%
Outstanding debt				208,790		$ 208,482
Revolving Credit Facility, 2019
Debt Instrument [Line Items]
Interest expenses				51	$ 51
Maximum borrowing capacity			$ 80,000
Line of credit				1,208
Current borrowing capacity				66,200
Outstanding debt				0
Threshold net cash for extension of debt term			$ 200,000
Security deposit				$ 1,443
Revolving Credit Facility, 2019 \| Bloomberg Short-Term Bank Yield Index
Debt Instrument [Line Items]
Debt instrument variable rate			3.50%
Revolving Credit Facility, 2019 \| BSBY Rate and Base Rate
Debt Instrument [Line Items]
Debt instrument variable rate			2.50%

Debt

3 Months Ended

May 31, 2024

Debt Disclosure [Abstract]

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.

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 was not able to 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 May 31, 2024, 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 May 31, 2024, 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%.

Partial Repurchase and Cancellation of Convertible Notes

During November 2023, the Company entered into separate, privately negotiated transactions with certain holders of the Notes to repurchase $76,459 aggregate principal amount of the Notes for an aggregate cash repurchase price of $66,163, including third-party costs of $355 (the Repurchases). Following the Repurchases, the Company cancelled the repurchased Notes. The repurchase and cancellation of the Notes was accounted for as a debt extinguishment and the resulting gain of $9,268, net of related unamortized issuance costs of $1,078 and accrued interest of $50 that were written-off, has been recorded within other income (expense) on the condensed consolidated statement of operations. After the cancellation, $211,041 aggregate principal amount of the Notes remained outstanding.

The net carrying amount of the Notes was as follows:


	May 31, 2024		February 29, 2024
Principal	$	211,041	$	211,041
Unamortized issuance costs	(2,251)		(2,559)
Net carrying amount	$	208,790	$	208,482

For the three months ended May 31, 2024 and 2023, the Company recorded interest expense of $573 and $781, respectively, of which $308 and $419, respectively, was associated with the amortization of the debt discount.

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 May 31, 2024, the Company had outstanding letters of credit to serve as office landlord security deposits in the amount of $1,208, which are secured through the revolving credit facility and reduce our borrowing capacity. The capacity of the revolving credit facility was $66,200 as of May 31, 2024. No amounts were outstanding as of May 31, 2024.

Under the terms of the 2019 Revolver, as the Company had more than $200,000 of cash, cash equivalents, and marketable securities as of May 31, 2024, the 2019 Revolver term was automatically extended until July 19, 2025. The interest rate on the outstanding borrowings are at the Bloomberg Short-Term Bank Yield Index (BSBY) rate plus 350 basis points or Base Rate (as defined) plus 250 basis points, with the BSBY rate and Base Rate subject to minimum levels. Interest payments are to be made in installments of one, two, or three months as chosen by the Company.

The Company incurred lender and third-party fees when entering into the 2019 Revolver, all of which were deferred at the onset of the facility and have been fully amortized. During the three months ended May 31, 2024 and 2023, the Company recorded interest expense of $51 and $51, respectively, related to the revolving credit facility.

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

In addition to the letters of credit outstanding under the 2019 Revolver, the Company had letters of credit outstanding as of May 31, 2024 to serve as office landlord security deposits in the amount of $1,443. These letters of credit expire on June 30, 2024.

- 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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+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	May 31, 2024	May 31, 2023
Pay vs Performance Disclosure
Net loss	$ (27,592)	$ (38,409)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details