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BUSINESS ACQUISITION | 12 Months Ended
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Feb. 28, 2022
BUSINESS ACQUISITION |
BUSINESS ACQUISITION | 3.BUSINESS ACQUISITION Business acquisitions in fiscal year 2021: Acquisition of Dada Education Group (“Dada”) As of February 29, 2020, the Group held 22.7% equity interest in Dada, which was accounted for as available-for-sale investment. Dada is a company providing one-on-one online English learning for children. On April 30, 2020, the Group increased its shareholding to 92.6% with additional cash consideration of $10,437 and obtained control of Dada. The acquisition was recorded using the acquisition method of accounting. Accordingly, the acquired assets and liabilities were recorded at fair value at the date of acquisition. The acquisition-date fair value of the equity interest held by the Group immediately prior to the acquisition was measured at fair value using the discounted cash flow method and taking into account certain factors including the management projection of discounted future cash flow and an appropriate discount rate. A remeasurement gain of $3,855 was recognized in connection with the acquisition. ​ 3. BUSINESS ACQUISITION – continued Business acquisitions in fiscal year 2021-continued: The purchase price was allocated as of April 30, 2020, the date of acquisition, as follows: ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ |  | Amortization
​ |  | US$ |  | period
​ | ​ | ​ | ​ | ​ | ​
Cash and cash equivalents | ​ | $ | 1,269 | ​ | ​
Net assets acquired, excluding cash and cash equivalents, intangible assets and related deferred tax liabilities | ​ |  | (172,118) |  |
Intangible assets, net | ​ | ​ | ​ | ​ | ​
User base and customer relationships | ​ | ​ | 7,576 | ​ | 2 years
Trade name and domain names | ​ |  | 13,452 |  | 5 years
Others | ​ |  | 3,044 |  | 1 year
Goodwill | ​ |  | 168,233 |  |
Deferred tax liabilities | ​ |  | (6,018) |  |
Noncontrolling interests | ​ |  | (1,146) |  |
​ | ​ | ​ | ​ | ​ | ​
Total purchase consideration | ​ | $ | 14,292 |  |
​ The purchase price allocation was determined by the Group with the assistance of an independent valuation appraiser. The fair value of the acquired intangible assets was measured by using the “multi-period excess earnings method (MEEM)”, “relief from royalty” and “replacement cost” valuation methods. Goodwill resulted from the acquisition is not deductible for tax purposes, which was primarily attributable to intangible assets that cannot be recognized separately as identifiable assets under GAAP, and comprised (a) the assembled workforce and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition. Other acquisition During the year ended February 28, 2021, the Group made another acquisition with total purchase price of $2,936 in cash. The intangible assets acquired and goodwill resulted from the acquisition were $1,351 and $1,660, respectively. Goodwill resulted from the acquisition is not deductible for tax purposes. The results of operations for all these acquired entities have been included in the Group’s consolidated financial statements from their respective acquisition dates. ​ 3. BUSINESS ACQUISITION – continued Business acquisitions in fiscal year 2021–continued: The following summarized unaudited pro forma results of operations for the years ended February 29, 2020 and February 28, 2021 assuming that these acquisitions during the year ended February 28, 2021 occurred as of March 1, 2019. These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which actually would have resulted had the acquisitions occurred as of March 1, 2019, nor is it indicative of future operating results. ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the years ended
​ | ​ | February 29/28
​ |  | 2020 |  | 2021
​ |  | (Unaudited) |  | (Unaudited)
​ | ​ | ​ | ​ | ​ | ​ | ​
Pro forma net revenues | ​ | $ | 3,376,955 | ​ | $ | 4,516,022
Pro forma net loss attributable to TAL Education Group | ​ | $ | (173,199) | ​ | $ | (119,780)
Pro forma net loss per share - basic | ​ | $ | (0.87) | ​ | $ | (0.59)
Pro forma net loss per share - diluted | ​ | $ | (0.87) | ​ | $ | (0.59)
​ Business acquisitions in fiscal year 2020: During the year ended February 29, 2020, the Group made two acquisitions with total purchase price of $2,853, all for cash consideration. The intangible assets and goodwill acquired from the acquisitions were $321 and $3,999, respectively. The acquired goodwill is not deductible for tax purposes. The results of operations for all these acquired entities have been included in the Group’s consolidated financial statements from their respective acquisition dates. The following summarized unaudited pro forma results of operations for the years ended February 28, 2019 and February 29, 2020 assuming that these acquisitions during the year ended February 29, 2020 occurred as of March 1, 2018. These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which actually would have resulted had the acquisitions occurred as of March 1, 2018, nor is it indicative of future operating results. ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | For the years ended
​ | ​ | February 28/29
​ | ​ | 2019 | ​ | 2020
​ |  | (Unaudited) |  | (Unaudited)
​ | ​ | ​ | ​ | ​ | ​ | ​
Pro forma net revenues | ​ | $ | 2,563,413 | ​ | $ | 3,273,549
Pro forma net income/ (loss) attributable to TAL Education Group | ​ | $ | 367,041 | ​ | $ | (110,263)
Pro forma net income/ (loss) per share - basic | ​ | $ | 1.93 | ​ | $ | (0.56)
Pro forma net income/ (loss) per share - diluted | ​ | $ | 1.83 | ​ | $ | (0.56)
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