0001410578-23-001399 | 20-F | XBRL Viewer

LONG-TERM PREPAYMENTS AND OTHER NON-CURRENT ASSETS (Tables)

12 Months Ended

Feb. 28, 2023

LONG-TERM PREPAYMENTS AND OTHER NON-CURRENT ASSETS

Schedule of long-term prepayments and other non-current assets


	As of		As of
	February 28,		February 28,
	2022		2023

Loan to employees ⁽¹⁾		566		332
Other non-current assets ⁽²⁾		4,852		5,202

	$	5,418	$	5,534

(1)

Please see Note 5(5) for details of loan to employees.

(2)

As of February 28, 2022 and 2023, other non-current assets were primarily made up of long-term service fees.

SHARE-BASED COMPENSATION - Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
SHARE-BASED COMPENSATION
Share-based compensation expense	$ 108,571	$ 174,832	$ 204,945
Cost of revenues
SHARE-BASED COMPENSATION
Share-based compensation expense	11,319	1,134	1,803
Selling and marketing expenses
SHARE-BASED COMPENSATION
Share-based compensation expense	30,662	53,850	56,609
General and administrative expenses
SHARE-BASED COMPENSATION
Share-based compensation expense	$ 66,590	$ 119,848	$ 146,533

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Feb. 28, 2023

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET

6. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consisted of the following:


	As of		As of
	February 28,		February 28,
	2022		2023

Building	$	65,922	$	59,987
Leasehold improvement		115,760		50,126
Computer, network equipment and software		173,685		96,162
Vehicles		899		810
Office equipment and furniture		19,071		6,627
Construction in progress		151,437		210,179

Total cost of property and equipment		526,774		423,891
Less: accumulated depreciation		(215,589)		(125,562)
Less: accumulated impairment loss		(29,959)		(9,452)
	$	281,226	$	288,877

For the years ended February 28, 2021,2022 and 2023, depreciation expenses were $136,960, $171,354 and $35,289, respectively. During the fiscal year ended February 28, 2022 and 2023, $255,959 and $688 impairment loss was recorded mainly related to leasehold improvements of certain learning centers and offices. Accumulated impairment amounting to $226,000 and $21,195 was written off along with underlying property and equipment and leasehold improvement which were disposed or fully impaired in fiscal year 2022 and 2023, resulting from the cessation of K-9 Academic AST Services in the mainland of China.

In December 2019, the Group entered into contracts for the development of office space on parcels in Beijing and Jiangsu. The direct costs related to the construction were capitalized as construction in progress for the years ended February 28, 2022 and 2023.

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Cash flows from operating activities
Net loss	$ (131,978)	$ (1,164,335)	$ (143,050)
Adjustments to reconcile net loss to net cash provided by / (used in) operating activities
Depreciation of property and equipment	35,289	171,354	136,960
Amortization of intangible assets	1,159	13,905	24,030
Amortization of land use rights	4,256	4,600	4,345
Loss on disposal of property and equipment	546	23,139	1,427
Share-based compensation	108,571	174,832	204,945
Impairment loss on intangible assets and goodwill and provision for reserves on operating assets	756	897,932	154,745
Impairment loss on long-term investments	7,687	275,872	24,563
(Gain) / loss from equity method investments	2,248	(10,787)	(11,676)
(Gain) / loss from fair value change of investments	68,500	(7,028)	(9,471)
Gain from remeasuring fair value of previously held equity interests upon business acquisitions			(3,855)
Gain from disposal of long-term investments	(7,448)	(10,021)	(619)
Loss / (gain) from disposal of a subsidiary	(9,550)		966
Dividend received from an equity-method investment		3,362
Changes in operating assets and liabilities
Inventory	(20,431)	5,115	(16,998)
Amounts due from related parties	210	(432)	748
Prepaid expenses and other current assets	(11,968)	268,619	(206,499)
Income tax receivables	14,434	(3,863)	(4,093)
Deferred income taxes	400	304,229	(242,401)
Rental deposits	12,660	6,930	(29,203)
Other non-current assets	(3,060)	11,085	(8,546)
Accounts payable	(2,933)	(252,934)	229,003
Deferred revenue	54,142	(1,229,766)	529,209
Amounts due to related parties	(105)	(3,283)	(866)
Accrued expenses and other current liabilities	(109,825)	(402,230)	301,573
Operating lease right-of-use assets	76,420	1,318,663	(300,078)
Operating lease liabilities	(82,622)	(1,334,142)	319,573
Net cash provided by / (used in) operating activities	7,358	(939,184)	954,732
Cash flows from investing activities
Loan to third parties	(749)	(557)
Repayment of loan to third parties			13,812
Loan to related parties			(16,294)
Repayment of loan to related parties	2
Loan to employees		(2,404)	(2,538)
Repayment of loan to employees	1,522	6,711	4,659
Prepayment for investments	(8,450)	(2,179)	(5,515)
Purchase of property and equipment	(110,326)	(246,297)	(245,058)
Purchase of intangible assets		(122)	(683)
Purchase of short-term investments	(1,666,999)	(1,344,543)	(2,534,705)
Proceeds from short-term investments	1,622,068	3,002,509	207,576
Proceeds from disposal of property and equipment	19,988	26,294	750
Business acquisitions, net of cash acquired	(250)		(11,902)
Payments for long-term investments	(200,734)	(137,732)	(53,334)
Proceeds from disposal of long-term investments and a subsidiary	42,302	67,036	1,763
Net cash (used in) / provided by investing activities	(301,626)	1,368,716	(2,641,469)
Cash flows from financing activities
Repayment of long-term debt and short-term debt		(270,000)	(3,518)
Payments for purchasing noncontrolling interests		(1,775)
Proceeds from issuance of convertible bond			2,300,000
Proceeds from private placement			2,500,000
Proceeds from exercise of share options	184	1,373	8,183
Repayment of convertible bond		(2,300,000)
Share repurchase	(66,368)	(196,277)	(9,852)
Net cash provided by / (used in) financing activities	(66,184)	(2,766,679)	4,794,813
Effect of exchange rate changes	(26,427)	949	(5,277)
Net increase / (decrease) in cash, cash equivalents and restricted cash	(386,879)	(2,336,198)	3,102,799
Cash, cash equivalents and restricted cash at the beginning of year	2,681,786	5,017,984	1,915,185
Cash, cash equivalents and restricted cash at the end of year	2,294,907	2,681,786	5,017,984
Supplemental disclosure of cash flow information:
Interest paid		9,425	8,380
Income tax paid	5,569	117,621	158,785
Non-cash investing and financing activities:
Payable for purchase of property and equipment	15,534	49,403	43,732
Payable for purchase of intangible assets		756	866
Payable for investments and acquisitions	$ 292	$ 321	$ 312

FAIR VALUE

12 Months Ended

Feb. 28, 2023

FAIR VALUE

FAIR VALUE

12. FAIR VALUE

(a) Assets and liabilities measured at fair value on a recurring basis

In accordance with ASC 820-10, the Group measures financial products, available-for-sale investments, fair value option investment and equity securities with readily determinable fair value at fair value on a recurring basis. Equity securities classified within Level 1 are valued using quoted market prices currently available on the Hong Kong Stock Exchange. Variable-rate financial instruments and available-for-sale investments classified within Level 2 are valued using directly or indirectly observable inputs in the market place. The available-for-sale investments and fair value option investment classified within Level 3 are valued using the income approach or the binomial option model. The income approach and the binomial option model require the use of significant unobservable inputs (Level 3 inputs) which involve significant management judgment and estimation. Changes in any unobservable inputs may have a significant impact on fair values. In the valuation of Level 3 financial instruments as of February 28, 2023, the weighted average cost of capital adopted ranges from 19% to 24% with weighted average at 21%, the discount for lack of marketability adopted ranges from 10% to 30% with weighted average at 17%, and the expected volatilities adopted ranges from 44% to 69% with weighted average at 54%.

As of February 28, 2022 and 2023, information about inputs for the fair value measurements of the Group’s assets that are measured at fair value on a recurring basis in periods subsequent to their initial recognition is as follows:


	Fair Value Measurement at Reporting Date Using
			Quoted Prices in		Significant Other		Significant
	February 28,		Active Market for		Observable		Unobservable
Description	2022		Identical Assets		Inputs		Inputs
			(Level 1)		(Level 2)		(Level 3)

Short-term investments
Variable-rate financial instruments	$	150,000		—	$	150,000		—
Available-for-sale investments	$	340,183		—	$	340,183		—
Long-term investments
Equity securities with readily determinable fair values	$	16,723	$	14,606	$	2,117		—
Fair value option investment	$	17,735		—	$	17,419	$	316
Available-for-sale investments	$	134,034		—		—	$	134,034

Total	$	658,675	$	14,606	$	509,719	$	134,350

12. FAIR VALUE - continued

(a) Assets and liabilities measured at fair value on a recurring basis - continued


	Fair Value Measurement at Reporting Date Using
			Quoted Prices in		Significant Other		Significant
	February 28,		Active Market for		Observable		Unobservable
Description	2023		Identical Assets		Inputs		Inputs
			(Level 1)		(Level 2)		(Level 3)

Short-term investments
Variable-rate financial instruments	$	793,275		—	$	793,275		—
Available-for-sale investments	$	80,044		—	$	80,044		—
Long-term investments
Equity securities with readily determinable fair values	$	5,890	$	5,890	$	—		—
Fair value option investment	$	92,788		—	$	92,500	$	288
Available-for-sale investments	$	106,387		—		—	$	106,387

Total	$	1,078,384	$	5,890	$	965,819	$	106,675

The roll forward of Level 3 investments are as following:


	US$

Balance as of February 28, 2021	$	369,449
Purchases		13,616
Disposal		(2,219)
Changes in fair value		(41,698)
Impairment loss		(204,807)
Foreign exchange difference		9

Balance as of February 28, 2022	$	134,350
Purchases		6,845
Disposal		(8,710)
Transfer in due to reclassification		941
Changes in fair value		(16,752)
Impairment loss		(6,495)
Foreign exchange difference		(3,504)
Balance as of February 28, 2023	$	106,675

(b) Assets and liabilities measured at fair value on a nonrecurring basis

The Group’s goodwill and intangible assets are primarily acquired through business acquisitions. Purchase price allocation are measured at fair value on a nonrecurring basis as of the acquisition dates. The Group measures its goodwill and intangible assets at fair value on a nonrecurring basis annually or whenever events or changes in circumstances indicate that carrying amount of a reporting unit exceeds its fair value. Acquired intangible assets are measured using the income approach - discounted cash flow method when events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable.

12. FAIR VALUE - continued

(b) Assets and liabilities measured at fair value on a nonrecurring basis - continued

The Group measures long-term investments (excluding the equity securities with readily determinable fair values, available-for-sale investments and fair value option investment) at fair value on a nonrecurring basis only if an impairment or observable price adjustment is recognized in the current period. Please see Note 8(2), Note 8(3) and Note 8(4).

For equity securities without readily determinable fair values, the fair value was determined using directly or indirectly observable inputs in the market place (Level 2 inputs). Whenever events or changes in circumstances indicate that the carrying value may no longer be recoverable, the fair value of aforementioned long term investments was determined using models with significant unobservable inputs (Level 3 inputs), primarily the management projection of discounted future cash flow and the discount rate.

- Definition

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

+ References + Details

SHORT-TERM INVESTMENTS (Details) - USD ($) $ in Thousands	Feb. 28, 2023	Feb. 28, 2022
SHORT-TERM INVESTMENTS
Held-to-maturity investments	$ 276,288	$ 580,352
Variable-rate financial instruments	793,275	150,000
Available-for-sale securities	80,044	340,183
Short-term investments	$ 1,149,607	$ 1,070,535

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Feb. 28, 2023

PROPERTY AND EQUIPMENT, NET

Schedule of property and equipment, net


	As of		As of
	February 28,		February 28,
	2022		2023

Building	$	65,922	$	59,987
Leasehold improvement		115,760		50,126
Computer, network equipment and software		173,685		96,162
Vehicles		899		810
Office equipment and furniture		19,071		6,627
Construction in progress		151,437		210,179

Total cost of property and equipment		526,774		423,891
Less: accumulated depreciation		(215,589)		(125,562)
Less: accumulated impairment loss		(29,959)		(9,452)
	$	281,226	$	288,877

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Net unrealized gains on available-for-sale investments, net	$ 229	$ (2,245)	$ 944

INCOME TAXES - Expense (Details) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES - Expense (Details) - USD ($) $ in Thousands	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Deferred
Total	$ 20,011	$ 396,992	$ (69,897)
PRC
Current
- PRC income tax expenses	19,894	93,224	161,488
Deferred
- PRC income tax expenses	117	303,768	(231,385)
Total	$ 20,011	$ 396,992	$ (69,897)

- Definition

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

+ References + Details

COMMITMENTS AND CONTINGENCIES - Additional information (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022
COMMITMENTS AND CONTINGENCIES
Investment commitment for several long-term investments under various arrangements
Accrual for contingency loss	0
Capital commitment
COMMITMENTS AND CONTINGENCIES
Capital commitment for construction of property and purchase of property, plant and equipment	193,659
Amount within one year for the capital commitment	133,483
Amount thereafter for the capital commitment	60,176
Investment commitment
COMMITMENTS AND CONTINGENCIES
Investment commitment for several long-term investments under various arrangements	$ 1,083

FAIR VALUE (Tables)

12 Months Ended

Feb. 28, 2023

FAIR VALUE

Schedule of inputs for fair value measurements of assets


	Fair Value Measurement at Reporting Date Using
			Quoted Prices in		Significant Other		Significant
	February 28,		Active Market for		Observable		Unobservable
Description	2022		Identical Assets		Inputs		Inputs
			(Level 1)		(Level 2)		(Level 3)

Short-term investments
Variable-rate financial instruments	$	150,000		—	$	150,000		—
Available-for-sale investments	$	340,183		—	$	340,183		—
Long-term investments
Equity securities with readily determinable fair values	$	16,723	$	14,606	$	2,117		—
Fair value option investment	$	17,735		—	$	17,419	$	316
Available-for-sale investments	$	134,034		—		—	$	134,034

Total	$	658,675	$	14,606	$	509,719	$	134,350


	Fair Value Measurement at Reporting Date Using
			Quoted Prices in		Significant Other		Significant
	February 28,		Active Market for		Observable		Unobservable
Description	2023		Identical Assets		Inputs		Inputs
			(Level 1)		(Level 2)		(Level 3)

Short-term investments
Variable-rate financial instruments	$	793,275		—	$	793,275		—
Available-for-sale investments	$	80,044		—	$	80,044		—
Long-term investments
Equity securities with readily determinable fair values	$	5,890	$	5,890	$	—		—
Fair value option investment	$	92,788		—	$	92,500	$	288
Available-for-sale investments	$	106,387		—		—	$	106,387

Total	$	1,078,384	$	5,890	$	965,819	$	106,675

Schedule of roll forward of Level 3 instruments


	US$

Balance as of February 28, 2021	$	369,449
Purchases		13,616
Disposal		(2,219)
Changes in fair value		(41,698)
Impairment loss		(204,807)
Foreign exchange difference		9

Balance as of February 28, 2022	$	134,350
Purchases		6,845
Disposal		(8,710)
Transfer in due to reclassification		941
Changes in fair value		(16,752)
Impairment loss		(6,495)
Foreign exchange difference		(3,504)
Balance as of February 28, 2023	$	106,675

COMMON SHARES (Details) $ in Thousands					12 Months Ended
COMMON SHARES (Details) $ in Thousands	Jan. 22, 2021 USD ($)	Dec. 28, 2020 shares	Nov. 20, 2020 USD ($)	Nov. 12, 2020 shares	Apr. 30, 2023 USD ($)	Feb. 28, 2023 USD ($) class shares	Feb. 28, 2022 USD ($) shares	Feb. 28, 2021 USD ($) shares	Apr. 18, 2022 USD ($)	Apr. 27, 2021 USD ($)
COMMON SHARES
Classes of common shares \| class						2
Share repurchases \| $						$ 66,368	$ 196,277	$ 9,852
Proceeds from private placement \| $								2,500,000
Aggregate consideration \| $						$ 66,368	$ 196,277	$ 9,852
Maximum
COMMON SHARES
Share repurchases \| $					$ 803,700
Class A Common shares
COMMON SHARES
Number of common share voting rights						one
Shares converted (in shares) \| shares						0	17,785,600	2,000
Shares issued \| shares		4,984,051		7,575,756		2,310,009	2,455,216	2,240,585
Maximum repurchase amount \| $									$ 1,000,000
Repurchase of shares \| shares						5,959,339	1,506,667	61,667
Proceeds from private placement \| $	$ 1,000,000		$ 1,500,000
Aggregate consideration \| $						$ 66,368	$ 196,277	$ 9,852
Class A Common shares \| Share options
COMMON SHARES
Exercise of share options (in shares) \| shares						26,092	56,296	359,178
Class A Common shares \| Maximum
COMMON SHARES
Maximum repurchase amount \| $										$ 500,000
Class B Common shares
COMMON SHARES
Number of common share voting rights						ten
Conversion ratio of Class B into Class A \| shares						1
Shares converted (in shares) \| shares						0	17,785,600	2,000
ADS
COMMON SHARES
Shares issued \| shares						6,930,027	7,365,648	6,721,755
ADS \| Share options
COMMON SHARES
Exercise of share options (in shares) \| shares						78,276	168,888	1,077,534

BUSINESS ACQUISITION

12 Months Ended

Feb. 28, 2023

BUSINESS ACQUISITION

BUSINESS ACQUISITION

3. BUSINESS ACQUISITION

Business acquisitions in fiscal year 2023:

In October 2022, the Group completed an acquisition with total purchase price of $1,848 in cash, which was fully paid by November, 2022. $1,255 out of the purchase price is contingent upon the selling shareholder’s post combination employment, therefore it was considered a compensation to the selling shareholder. The intangible asset identified and goodwill resulting from the acquisition were $91 and $157, respectively. The other net assets acquired from the acquisition are immaterial. Goodwill resulting from the acquisition is not deductible for tax purposes and is recorded as a non-current asset in consolidated balance sheets as of February 28, 2023.

The results of operations for the acquired entity have been included in the Group’s consolidated financial statements from the acquisition date. The pro forma results assuming that the acquisitions occurred as of March 1, 2021 is immaterial for the years ended February 28, 2022 and 2023.

Business acquisitions in fiscal year 2021:

Acquisition of Dada Education Group (“Dada”)

As of February 29, 2020, the Group held 22.7% equity interest in Dada, which was accounted for as available-for-sale investment. Dada is a company providing one-on-one online English learning for children. On April 30, 2020, the Group increased its shareholding to 92.6% with additional cash consideration of $10,437 and obtained control of Dada.

The acquisition was recorded using the acquisition method of accounting. Accordingly, the acquired assets and liabilities were recorded at fair value at the date of acquisition. The acquisition-date fair value of the equity interest held by the Group immediately prior to the acquisition was measured at fair value using the discounted cash flow method and taking into account certain factors including the management projection of discounted future cash flow and an appropriate discount rate. A remeasurement gain of $3,855 was recognized in connection with the acquisition.

3. BUSINESS ACQUISITION – continued

Business acquisitions in fiscal year 2021 - continued:

The purchase price was allocated as of April 30, 2020, the date of acquisition, as follows:


			Amortization
	US$		period

Cash and cash equivalents	$	1,269
Net assets acquired, excluding cash and cash equivalents, intangible assets and related deferred tax liabilities		(172,118)
Intangible assets, net
User base and customer relationships		7,576	2 years
Trade name and domain names		13,452	5 years
Others		3,044	1 year
Goodwill		168,233
Deferred tax liabilities		(6,018)
Noncontrolling interests		(1,146)

Total purchase consideration	$	14,292

The purchase price allocation was determined by the Group with the assistance of an independent valuation appraiser. The fair value of the acquired intangible assets was measured by using the “multi-period excess earnings method (MEEM)”, “relief from royalty” and “replacement cost” valuation methods. Goodwill resulted from the acquisition is not deductible for tax purposes, which was primarily attributable to intangible assets that cannot be recognized separately as identifiable assets under GAAP, and comprised (a) the assembled workforce and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

Other acquisition

During the year ended February 28, 2021, the Group made another acquisition with total purchase price of $2,936 in cash. The intangible assets acquired and goodwill resulted from the acquisition were $1,351 and $1,660, respectively. Goodwill resulted from the acquisition is not deductible for tax purposes.

The results of operations for all these acquired entities have been included in the Group’s consolidated financial statements from their respective acquisition dates.

3. BUSINESS ACQUISITION – continued

Business acquisitions in fiscal year 2021 – continued:

The following summarized unaudited pro forma results of operations for the years ended February 29, 2020 and February 28, 2021 assuming that these acquisitions during the year ended February 28, 2021 occurred as of March 1, 2019. These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which actually would have resulted had the acquisitions occurred as of March 1, 2019, nor is it indicative of future operating results.


	For the years ended
	February 29/28
	2020		2021
	(Unaudited)		(Unaudited)

Pro forma net revenues	$	3,376,955	$	4,516,022
Pro forma net loss attributable to TAL Education Group	$	(173,199)	$	(119,780)
Pro forma net loss per share - basic	$	(0.87)	$	(0.59)
Pro forma net loss per share - diluted	$	(0.87)	$	(0.59)

INCOME TAXES (Tables)

12 Months Ended

Feb. 28, 2023

INCOME TAXES

Schedule of provision (credit) for income tax


	For the year ended		For the year ended		For the year ended
	February 28,		February 28,		February 28,
	2021		2022		2023

Current
- PRC income tax expenses	$	161,488	$	93,224	$	19,894
Deferred
- PRC income tax expenses		(231,385)		303,768		117

Total	$	(69,897)	$	396,992	$	20,011

Schedule of deferred tax assets and liabilities


	As of		As of
	February 28,		February 28,
	2022		2023
Deferred tax assets:
Advertising expense and prepaid rental		252,996		194,423
Property and equipment		6,893		2,988
Impairment loss on long-term investments		46,000		41,412
Others		21,939		45,927
Tax losses carry-forward		249,134		323,066
Less: valuation allowance		(570,215)		(601,843)

Deferred tax assets, net	$	6,747	$	5,973

Deferred tax liabilities:
Intangible assets		184		57
Property and equipment		924		—
Others		572		1,506

Deferred tax liabilities	$	1,680	$	1,563

Schedule of provision for income taxes


	For the year ended			For the year ended			For the year ended
	February 28,			February 28,			February 28,
	2021			2022			2023

Loss before provision for income tax	$	(224,623)		$	(778,130)		$	(109,719)
PRC statutory income tax rate		25	%		25	%		25	%

Income tax at statutory income tax rate		(56,156)			(194,533)			(27,430)
Effect of non-deductible expenses and loss and super deduction expenses		2,466			108,961			(10,200)
Effect of income tax exemptions and preferential tax rates		(98,368)			(68,090)			(47,062)
Effect of income tax rate difference in other jurisdictions		60,806			97,306			75,598
Change in valuation allowance		21,355			453,348			29,105

Income tax (benefit) / expense	$	(69,897)		$	396,992		$	20,011

Schedule of tax holiday


	For the year ended		For the year ended		For the year ended
	February 28,		February 28,		February 28,
	2021		2022		2023

Increase in income tax expenses	$	98,368	$	68,090	$	47,062
Net loss per common share-basic	$	(1.05)	$	(5.61)	$	(0.86)
Net loss per common share-diluted	$	(1.05)	$	(5.61)	$	(0.86)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net unrealized gains on available-for-sale investments, net	$ 229	$ (2,245)	$ 944

SHORT-TERM INVESTMENTS (Tables)

12 Months Ended

Feb. 28, 2023

SHORT-TERM INVESTMENTS

Schedule of short-term investments


	As of		As of
	February 28,		February 28,
	2022		2023

Held-to-maturity investments ⁽¹⁾	$	580,352	$	276,288
Variable-rate financial instruments ⁽²⁾		150,000		793,275
Available-for-sale securities⁽³⁾		340,183		80,044

	$	1,070,535	$	1,149,607

(1)

The Group purchased wealth management products from financial institutions and classified them as held-to-maturity investments as the Group has the positive intent and ability to hold the investments to maturity. The maturities of these financial products range from three months to twelve months. The Group estimated that their fair value approximate their amortized costs.

(2)

The Group purchased several investment products indexed to, for example, certain stock, stock market or foreign exchange with maturities less than one year and accounted for them at fair value. The fair value changes of the investment products was insignificant for the years ended February 28, 2021, 2022 and 2023.

(3)

The short-term available-for-sale securities include wealth management products issued by commercial banks and other financial institutions with variable rates where principal is unsecured but no restriction on withdrawal. The Group accounted for them at fair value and recognized fair value decrease of $1,032, $16,854, and increase of $15,395 through other comprehensive loss for the years ended February 28, 2021, 2022 and 2023, respectively.

RELATED PARTY TRANSACTIONS

12 Months Ended

Feb. 28, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

17. RELATED PARTY TRANSACTIONS

The Group had the following balances and transactions with related parties:

Balances:


	As of		As of
	February 28,		February 28,
	2022		2023

Amounts due from related parties-current ⁽ⁱ⁾	$	919	$	423
Amounts due from related parties-non-current ⁽ⁱ⁾	$	77	$	—
Amounts due to related parties-current ⁽ⁱⁱ⁾	$	205	$	100

Transactions:


	For the year ended		For the year ended		For the year ended
	February 28,		February 28,		February 28,
	2021		2022		2023

Services fees	$	3,745	$	2,948	$	299
Other revenue	$	1,680	$	1,295	$	339
Purchase of equipment	$	804	$	581	$	—

(i)

The amounts due from related parties represent loans and prepayments to certain investees for service fees.

In fiscal year 2021, 2022 and 2023, the Group recorded $16,087, $2,135 and $293 impairment loss on the amounts due from related parties.

(ii)

The amounts due to related parties primarily related to service fees payable to related parties.

SHARE-BASED COMPENSATION - Fair value (Details) - $ / shares	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Options granted using Black-Scholes option-pricing model
Expected dividend yield	0.00%	0.00%	0.00%
Minimum
Options granted using Black-Scholes option-pricing model
Risk-free interest rate	2.80%	0.96%	0.31%
Expected life (years)	6 years 1 month 17 days	6 years	6 years 3 months
Volatility	64.80%	37.40%	35.80%
Fair value of options at grant date per share	$ 7.98	$ 4.02	$ 65.55
Maximum
Options granted using Black-Scholes option-pricing model
Risk-free interest rate	2.88%	1.06%	0.51%
Expected life (years)	6 years 6 months 25 days	6 years 6 months	7 years 5 months 4 days
Volatility	68.40%	58.30%	35.90%
Fair value of options at grant date per share	$ 8.83	$ 74.82	$ 90.06

COMMON SHARES

12 Months Ended

Feb. 28, 2023

COMMON SHARES

COMMON SHARES

15. COMMON SHARES

The Company has two classes of common shares, namely, Class A and Class B common shares, following the issuance of Class A common shares upon the IPO in October 2010.

Holders of Class A common shares and Class B common shares have the same rights except for voting and conversion rights. In respect of matters requiring shareholders’ vote, each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes. Each Class B common share is convertible into one Class A common share at any time by the holder thereof. Class A common shares are not convertible into Class B common shares under any circumstances.

During the years ended February 28, 2021, 2022 and 2023, 2,000, 17,785,600 and nil Class B common shares were converted into 2,000, 17,785,600 and nil Class A common shares, respectively.

During the years ended February 28, 2021, 2022 and 2023, 2,240,585, 2,455,216 and 2,310,009 Class A common shares were issued in connection with vested shares, representing 6,721,755, 7,365,648 and 6,930,027 ADSs, respectively.

During the years ended February 28, 2021, 2022 and 2023, 359,178, 56,296 and 26,092 Class A common shares were issued upon exercise of share options, representing 1,077,534, 168,888 and 78,276 ADSs, respectively.

On April 28, 2020, the Company authorized the repurchase of up to $500 million of Class A common shares over the following 12 months. During the year ended February 28, 2021, the Company repurchased 61,667 Class A common shares at an aggregate consideration of $9,852. Such common shares were cancelled upon the completion of the transaction.

On April 19, 2021, the Company authorized the repurchase of up to $1.0 billion of Class A common shares over the following 12 months. During the year ended February 28, 2022, the Company repurchased 1,506,667 Class A common shares at an aggregate consideration of $196,277. Such common shares were cancelled upon the completion of the transaction.

On April 28, 2022, the Company’s board of directors authorized to extend its share repurchase program launched in April 2021 by 12 months. Pursuant to the extended share repurchase program, the Company may repurchase up to $803.7 million of its common shares through April 30, 2023 in accordance with applicable rules and regulations. During the year ended February 28, 2023, the Company repurchased 5,959,339 Class A common shares at an aggregate consideration of $66,368.

On November 12, 2020, the Company entered into a subscription agreement with a global growth investment firm, pursuant to which the Company issued 7,575,756 Class A common shares to the investment firm in a private placement for aggregate proceeds of $1,500,000 which was received on November 20, 2020.On December 28, 2020, the Company entered into a subscription agreement with a group of investors, pursuant to which the Company issued 4,984,051 Class A common shares to the investors in a private placement for aggregate proceeds of $1,000,000 which were received on January 22, 2021.

ORGANIZATION AND PRINCIPAL ACTIVITIES (Tables)

12 Months Ended

Feb. 28, 2023

ORGANIZATION AND PRINCIPAL ACTIVITIES

Schedule Of Major Subsidiaries And Consolidated Variable Interest Entities And Schools


		Place of
	Later of date of	incorporation (or	Percentage
	incorporation or	establishment)	of legal	Principal	Nature of
Name	acquisition	/operation	ownership	activities	company
TAL Holding Limited (“TAL Hong Kong”)	March 11, 2008	Hong Kong	100%	Intermediate holding company	Subsidiary
Beijing Century TAL Education Technology Co., Ltd. (“TAL Beijing”)	May 8, 2008	Beijing	100%	Software sales, and consulting service	Subsidiary
Beijing Xintang Sichuang Education Technology Co., Ltd. (“Beijing Xintang Sichuang”)	August 27, 2012	Beijing	100%	Software and network development, sales, and consulting service	Subsidiary
Pengxin TAL Industrial Investment (Shanghai) Co., Ltd. (“Pengxin TAL”)	June 26, 2014	Shanghai	100%	Investment management and consulting services	Subsidiary
Beijing Xueersi Education Technology Co., Ltd. (“Xueersi Education”)	December 31, 2005	Beijing	N/A*	Sales of educational materials and products	VIE
Beijing Xueersi Network Technology Co., Ltd. (“Xueersi Network”)	August 23, 2007	Beijing	N/A*	Technology development and educational consulting service	VIE
Xinxin Xiangrong Education Technology (Beijing) Co., Ltd. (“Xinxin Xiangrong”)	June 23, 2015	Beijing	N/A*	Technology development and educational consulting service	VIE
TAL Training School (Shanghai) Co., Ltd. (“TAL Shanghai”)	February 20, 2019	Shanghai	N/A*	Learning services	VIE’s subsidiaries and schools
TAL Education Technology (Jiangsu) Co., Ltd.(“TAL Jiangsu”)	July 4, 2018	Jiangsu	N/A*	Technology development and consulting service	VIE’s subsidiaries and schools
Shidai TAL Education Technology (Beijing) Co., Ltd.(“Shidai TAL”)	July 26, 2018	Beijing	N/A*	Technology development and consulting service	VIE’s subsidiaries and schools
Shanghai Xueersi Education Training Co., Ltd.( “Shanghai Education” )	July 2, 2009	Shanghai	N/A*	Learning services	VIE’s subsidiaries and schools
Shenzhen Xueersi Education Technology Co., Ltd. (“Shenzhen Education”)	December 22, 2009	Shenzhen	N/A*	Teaching software research and development	VIE’s subsidiaries and schools
Beijing Xueersi Technology Co., Ltd. (“Xueersi Technology” )	April 28, 2020	Beijing	N/A*	Learning services	VIE’s subsidiaries and schools

*	These entities are controlled by the Company pursuant to the contractual arrangements disclosed below.

Schedule of Variable Interest Entities


	As of February 28,		As of February 28,
	2022		2023

Cash and cash equivalents	$	359,208	$	331,081
Other current assets		276,804		234,186

Total current assets		636,012		565,267

Property and equipment, net		206,030		238,898
Other non-current assets		883,759		619,221

Total assets		1,725,801		1,423,386

Deferred revenue-current		182,337		213,239
Other current liabilities		583,051		449,854

Total current liabilities		765,388		663,093

Total non-current liabilities		164,169		112,807

Total liabilities	$	929,557	$	775,900


	For the year ended		For the year ended		For the year ended
	February 28,		February 28,		February 28,
	2021		2022		2023

Net revenues	$	4,244,907	$	4,193,212	$	865,846
Net income	$	488,866	$	186,848	$	206,431


	For the year ended		For the year ended		For the year ended
	February 28,		February 28,		February 28,
	2021		2022		2023

Net cash provided by operating activities	$	727,661	$	117,350	$	170,478
Net cash used in investing activities	$	(224,235)	$	(194,349)	$	(76,209)
Net cash used in financing activities	$	(3,518)	$	—	$	—

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

LONG-TERM INVESTMENTS

12 Months Ended

Feb. 28, 2023

LONG-TERM INVESTMENTS

LONG-TERM INVESTMENTS

8. LONG-TERM INVESTMENTS

Long-term investments consisted of the following:


	As of		As of
	February 28,		February 28,
	2022		2023

Equity securities with readily determinable fair values
BabyTree Inc. (“BabyTree”) ⁽¹⁾		14,606		5,890
Other investments		2,117		—

Equity securities without readily determinable fair values
Xiamen Meiyou Information and Technology Co., Ltd. (“Xiamen Meiyou”) ⁽²⁾		52,158		47,463
Other investments ⁽³⁾		52,126		40,234

Equity method investments
Long-term investment in third-party technology companies ⁽⁴⁾		79,700		65,623

Fair value option investment
Long-term investment in a third-party technology company		316		288
Other investments ⁽⁵⁾		17,419		92,500

Available-for-sale investments
Ximalaya Inc. (“Ximalaya“) ⁽⁶⁾		59,326		41,657
Other investments ⁽⁷⁾		74,708		64,730

Held-to-maturity investments ⁽⁸⁾		62,011		94,990

Total	$	414,487	$	453,375

(1)

In January 2014, the Group acquired minority equity interests in BabyTree by purchasing its Series E convertible redeemable preferred shares with a total cash consideration of $23,475. BabyTree is an online parenting community and an online retailer of maternity and kids products.

On November 27, 2018, BabyTree was listed on the Hong Kong Stock Exchange and its preferred shares were converted to ordinary shares upon the completion of the listing. The investment was then reclassified from available-for-sale investment to equity security with readily determinable fair value upon the listing.

In fiscal year 2021, 2022 and 2023, the stock price of BabyTree declined, and accordingly the Group recognized loss of $3,229, $8,887 and $8,624, respectively, due to the fair value change.

(2)

In December 2018, the Group acquired 15.32% equity interest in Xiamen Meiyou, an internet company focusing on providing services to female clients. In June 2019, the investment was reclassified from equity method to equity investment without readily determinable fair value as the Group lost the ability to exercise significant influence due to the restructured capital of Xiamen Meiyou.

8. LONG-TERM INVESTMENTS – continued

(3)

The Group holds equity interests in certain third-party private companies through investments in their common shares or in-substance common shares, the Group accounted for these equity investments using the measurement alternative when equity method is not applicable and there is no readily determinable fair value for the investments. The Group recorded $3,063, $46,581 and $1,192 impairment loss on these investments during the fiscal years ended February 28, 2021, 2022 and 2023, respectively, due to unsatisfied financial performance of the investees with no obvious upturn or potential financial solutions in the foreseeable future. For equity securities without readily determinable fair value that qualify for the practical expedient to estimate fair value using net asset value per share, the Group estimates the fair value using net asset value per share and recorded fair value gain of $7,588, $6,339 and loss of $8,762 to the consolidated statements of operations for the years ended February 28, 2021,2022 and 2023, respectively.

(4)

The Group holds minority equity interests in several third-party private companies through investments in their common shares or in-substance common shares. The majority of the long-term investments are companies which engage in online education services. The Group accounts for these investments under the equity method because the Group has the ability to exercise significant influence but does not have control over the investees.

The Group recorded $11,471, $24,484 and nil impairment loss for its equity method investments during the fiscal years ended February 28, 2021,2022 and 2023, respectively.

(5)

The Group purchased wealth management products from financial institutions in China and classified them as fair value option investments. The Group measures these products with their fair value using directly or indirectly observable inputs in the market place.

(6)

In fiscal year 2017 and 2020, the Group completed two transactions with Ximalaya, a professional audio sharing platform, to acquire its Series C+ and E-2 convertible redeemable preferred shares. As of February 28, 2023, the Group held 1.62% equity interest of Ximalaya, and accounted for the investment as available-for-sale investments since the investee’s preferred shares held are determined to be debt securities due to the redemption condition of the shares.

(7)

The Group acquired minority equity interest in several third-party private companies, the majority of which are engaged in online platform or online education services. The Group holds minority equity interests of these companies through purchasing their convertible redeemable preferred shares. The Group accounted for these investments as available-for-sale investments since the investee’s preferred shares held are determined to be debt securities. The Group recorded $10,029, $67,189 and $6,495 impairment loss during the years ended February 28, 2021, 2022 and 2023, respectively, due to unsatisfied financial performance of the investees with no obvious upturn or potential financial solutions in the foreseeable future.

(8)

The Group purchased wealth management products from financial institutions in China and classified them as held-to-maturity investments as the Group has the positive intent and ability to hold the investments to maturity. The original maturities of these financial products were one to two years and recorded at amortized cost. The Group estimated that their fair value approximates their carrying amount.

INCOME TAXES - Additional information (Details) $ in Thousands, ¥ in Millions, $ in Millions	12 Months Ended													36 Months Ended	48 Months Ended	72 Months Ended	108 Months Ended
	Feb. 28, 2023 HKD ($)	Feb. 28, 2023 USD ($)	Feb. 28, 2023 CNY (¥)	Feb. 28, 2022 USD ($)	Dec. 31, 2021 USD ($)	Feb. 28, 2021 USD ($)	Dec. 31, 2020	Feb. 29, 2020 USD ($)	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2008	Dec. 31, 2023	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2022 USD ($)
Income taxes
Deferred tax assets, valuation allowance		$ 601,843		$ 570,215	$ 570,215												$ 601,843
Uncertain tax positions				$ 0		$ 0		$ 0
Unrecognized tax benefits		$ 0
Statute of limitation will be extended to five years under special circumstances \| ¥			¥ 0.1
PRC statutory income tax rate	25.00%	25.00%	25.00%	25.00%		25.00%
Tax rate on dividends distributed by the foreign investment entities	10.00%	10.00%	10.00%
Beijing Lebai
Income taxes
HNTE tax rate (as a percent)				25.00%
Hong Kong
Income taxes
Taxable income under tier one tax rate	$ 2
Statutory rate - tier one	8.25%	8.25%	8.25%
Statutory rate - tier two	16.50%	16.50%	16.50%
PRC
Income taxes
Income tax rate (as a percent)	25.00%	25.00%	25.00%										25.00%
Operating loss carryforwards		$ 1,345,525
Undistributed earnings		$ 2,776,339		$ 3,112,055
PRC \| TAL Beijing
Income taxes
HNTE tax rate (as a percent)	15.00%	15.00%	15.00%														15.00%
PRC \| Yidu Huida
Income taxes
HNTE tax rate (as a percent)																15.00%
Key Software Enterprise tax rate (as a percent)											10
PRC \| Beijing Xintang Sichuang
Income taxes
HNTE tax rate (as a percent)				15.00%		15.00%		15.00%									15.00%
Key Software Enterprise tax rate (as a percent)									10	10
PRC \| Yizhen Xuesi
Income taxes
Income tax rate (as a percent)					12.50%		12.50%		12.50%
HNTE tax rate (as a percent)														25.00%
PRC \| Lebai Information.
Income taxes
Income tax rate (as a percent)				12.50%		12.50%		12.50%
PRC \| Key Software Enterprise \| TAL Beijing
Income taxes
Key Software Enterprise tax rate (as a percent)									10	10
PRC \| Key Software Enterprise \| Yidu Huida
Income taxes
Key Software Enterprise tax rate (as a percent)															10
PRC statutory income tax rate				25.00%
PRC \| High And New Technology Enterprise \| TAL Beijing
Income taxes
HNTE tax rate (as a percent)				15.00%		15.00%		15.00%
PRC statutory income tax rate	15.00%	15.00%	15.00%
PRC \| High And New Technology Enterprise \| Yidu Huida
Income taxes
HNTE tax rate (as a percent)				15.00%		15.00%		15.00%
PRC \| High And New Technology Enterprise \| Beijing Xintang Sichuang
Income taxes
PRC statutory income tax rate	15.00%	15.00%	15.00%
PRC \| Yinghe Youshi
Income taxes
HNTE tax rate (as a percent)	25.00%	25.00%	25.00%		15.00%		15.00%		15.00%	15.00%	15.00%	15.00%

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Feb. 28, 2023 USD ($)
COMMITMENTS AND CONTINGENCIES
February 2024	$ 5,177
February 2025	4,241
February 2026	2,654
February 2027	2,261
February 2028	1,855
Thereafter	4,239
Total	$ 20,427

STATUTORY RESERVES AND RESTRICTED NET ASSETS (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022
STATUTORY RESERVES AND RESTRICTED NET ASSETS
Appropriation of after tax income to statutory surplus reserve per annum	10.00%
Reserve level threshold for mandatory transfer percentage	50.00%
Minimum appropriation of after tax income to development fund for profit of private schools	10.00%
Minimum appropriation of annual increase of net assets to development fund for non-profit private schools	10.00%
Appropriations to statutory surplus reserve		$ 40,489
Reverse appropriation to statutory surplus reserve	$ 802
Reverse appropriation to development fund		7,412
Appropriations to development fund	6,793
Paid-in capital of Company's PRC subsidiaries, VIEs and VIEs' subsidiaries	694,817	789,132
Statutory reserve of Company's PRC subsidiaries, VIEs and VIEs' subsidiaries	160,353	154,362
Total of restricted net assets of Company's PRC subsidiaries, VIEs and VIEs' subsidiaries	$ 855,170	$ 943,494

Document and Entity Information	12 Months Ended
Document and Entity Information	Feb. 28, 2023 shares
Document Information
Document Type	20-F
Document Registration Statement	false
Document Annual Report	true
Document Period End Date	Feb. 28, 2023
Document Transition Report	false
Document Shell Company Report	false
Entity File Number	001-34900
Entity Registrant Name	TAL Education Group
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	5/F, Tower B, Heying Center
Entity Address, Address Line Two	Xiaoying West Street
Entity Address, Address Line Three	Haidian District
Entity Address, City or Town	Beijing
Entity Address, Postal Zip Code	100085
Entity Address, Country	CN
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Accounting Standard	U.S. GAAP
Entity Shell Company	false
Auditor Firm ID	1113
Auditor Name	Deloitte Touche Tohmatsu
Auditor Location	People’s Republic of China
Entity Central Index Key	0001499620
Current Fiscal Year End Date	--02-28
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
ADS
Document Information
Title of 12(b) Security	American Depositary Shares, each three representing one Class A common share*
Security Exchange Name	NYSE
Trading Symbol	TAL
Class A common shares
Document Information
Title of 12(b) Security	Class A common shares, par value $0.001 per share**
Security Exchange Name	NYSE
Trading Symbol	TAL
Entity Common Stock, Shares Outstanding	163,162,785
Class B common shares
Document Information
Entity Common Stock, Shares Outstanding	49,153,604
Business Contact
Document Information
Entity Address, Address Line One	5/F, Tower B, Heying Center
Entity Address, Address Line Two	Xiaoying West Street
Entity Address, Address Line Three	Haidian District
Entity Address, City or Town	Beijing
Entity Address, Postal Zip Code	100085
Entity Address, Country	CN
Contact Personnel Name	Alex Zhuangzhuang Peng
Country Region	86
City Area Code	10
Local Phone Number	5292-6669
Contact Personnel Email Address	ir@tal.com

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Feb. 28, 2023	Feb. 28, 2022
Current assets
Cash and cash equivalents	$ 2,021,927	$ 1,638,189
Restricted cash-current	126,891	755,646
Short-term investments	1,149,607	1,070,535
Inventory	39,002	21,830
Amounts due from related parties-current	423	919
Income tax receivables	5,071	19,504
Prepaid expenses and other current assets	125,486	122,753
Total current assets	3,468,407	3,629,376
Restricted cash-non-current	146,089	287,951
Property and equipment, net	288,877	281,226
Deferred tax assets	5,973	6,747
Rental deposits	12,734	10,770
Intangible assets, net	485	1,696
Land use rights, net	193,878	217,708
Long-term investments	453,375	414,487
Amounts due from related parties-non-current		77
Long-term prepayments and other non-current assets	5,534	5,418
Operating lease right-of-use assets	149,002	227,072
Total assets	4,724,354	5,082,528
Current liabilities
Accounts payable (including accounts payable of the consolidated VIEs without recourse to TAL Education Group of $84,188 and $53,194 as of February 28, 2022 and 2023, respectively)	59,991	89,838
Deferred revenue-current (including deferred revenue-current of the consolidated VIEs without recourse to TAL Education Group of $182,337 and $213,239 as of February 28, 2022 and 2023, respectively)	234,889	187,718
Amounts due to related parties-current (including amounts due to related parties-current of the consolidated VIEs without recourse to TAL Education Group of $173 and $98 as of February 28, 2022 and 2023, respectively)	100	205
Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated VIEs without recourse to TAL Education Group of $445,082 and $360,500 as of February 28, 2022 and 2023, respectively)	446,711	558,718
Operating lease liabilities, current portion (including operating lease liabilities, current portion of the consolidated VIEs without recourse to TAL Education Group of $53,608 and $36,062 as of February 28, 2022 and 2023, respectively)	42,174	66,105
Total current liabilities	783,865	902,584
Deferred revenue-non-current (including deferred revenue-non-current of the consolidated VIEs without recourse to TAL Education Group of $14 and $887 as of February 28, 2022 and 2023, respectively)	2,465	14
Deferred tax liabilities (including deferred tax liabilities of the consolidated VIEs without recourse to TAL Education Group of $992 and $1,500 as of February 28, 2022 and 2023, respectively)	1,563	1,680
Operating lease liabilities, non-current portion (including operating lease liabilities, non-current portion of the consolidated VIEs without recourse to TAL Education Group of $163,163 and $110,420 as of February 28, 2022 and 2023, respectively)	115,548	175,988
Total liabilities	903,441	1,080,266
Commitments and Contingencies
Equity
Treasury stock	(6)
Additional paid-in capital	4,400,656	4,358,265
Statutory reserve	160,353	154,362
Accumulated deficit	(685,912)	(544,309)
Accumulated other comprehensive income/ (loss)	(30,666)	61,617
Total TAL Education Group shareholders' equity	3,844,643	4,030,151
Noncontrolling interests	(23,730)	(27,889)
Total equity	3,820,913	4,002,262
Total liabilities and equity	4,724,354	5,082,528
Class A common shares
Equity
Common shares	169	167
Class B common shares
Equity
Common shares	$ 49	$ 49

PREPAID EXPENSES AND OTHER CURRENT ASSETS

12 Months Ended

Feb. 28, 2023

PREPAID EXPENSES AND OTHER CURRENT ASSETS

PREPAID EXPENSES AND OTHER CURRENT ASSETS

5. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following:


	As of		As of
	February 28,		February 28,
	2022		2023

Accounts receivables	$	25,567	$	44,825
Prepaid VAT ⁽¹⁾		24,326		13,769
Prepayments to suppliers ⁽²⁾		17,635		18,887
Loans to third-parties ⁽³⁾		16,749		12,163
Prepaid rental and related fees⁽⁴⁾		12,660		3,059
Interest receivable		8,695		16,461
Other deposits		3,900		2,406
Loan to employees, current portion ⁽⁵⁾		2,432		382
Staff advances ⁽⁶⁾		1,914		2,102
Receivables of withholding tax for employees related to share incentive plan ⁽⁷⁾		806		3,197
Others		8,069		8,235

	$	122,753	$	125,486

(1)

Prepaid VAT represents input VAT from the purchase of goods and services.

(2)

Prepayments to suppliers are primarily for prepaid operating expenses.

(3)

Balances represent short-term loans to third-parties as well as loans reclassified from non-current assets.

(4)

Balances include prepaid rental where lease term not yet commenced and rental deposit receivables from leases that have been terminated.

(5)

The Group offered housing benefit plan to employees who have been employed by the Group for three years or more and met certain performance criteria. Under this benefit plan, the eligible employees receive interest-free loans for purposes of property purchases. Each loan has a term of four years and must be repaid by equal annual installments.

(6)

Advances were made to employees primarily for traveling, office expenses and other expenditures which are subsequently expensed as incurred.

(7)

The receivable represents the withholding tax upon the vesting of non-vested shares or exercise of options that the employees agreed to repay the Group with the proceeds of shares sold subsequent to the option exercise through the Group’s broker.

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	Feb. 28, 2023	Feb. 28, 2022
RELATED PARTY TRANSACTIONS
Amounts due from related parties-current	$ 423	$ 919
Amounts due from related parties-non-current		77
Amounts due to related parties-current	$ 100	$ 205

- Definition

The aggregate amount of receivables to be collected from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth, at the financial statement date. which are usually due within one year (or one business cycle).

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Aggregate amount of receivables to be collected from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth, at the financial statement date, which are usually due after one year (or one business cycle).

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- Definition

Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).

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ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

12 Months Ended

Feb. 28, 2023

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:


	As of		As of
	February 28,		February 28,
	2022		2023

Accrued employee payroll and welfare benefits	$	322,779	$	280,319
Refund liabilities		61,346		40,909
Accrued operating expenses		66,214		36,875
Income tax payable		49,257		46,917
Other taxes payable		9,635		11,541
Professional service fee payable		3,617		3,398
Others		45,870		26,752

Total	$	558,718	$	446,711

BUSINESS ACQUISITION - Additional information (Details) - USD ($) $ in Thousands		1 Months Ended
	Apr. 30, 2020	Nov. 30, 2022	Feb. 28, 2023	Oct. 31, 2022	Feb. 29, 2020
Dada
BUSINESS ACQUISITION
Ownership (as a percent)	92.60%				22.70%
Total purchase consideration	$ 14,292
Cash consideration	10,437
Remeasurement gain on acquisition	3,855
Goodwill	$ 168,233
Acquisitions fiscal 2021
BUSINESS ACQUISITION
Total purchase consideration			$ 2,936
Intangible assets			1,351
Goodwill			$ 1,660
Acquisitions fiscal 2023
BUSINESS ACQUISITION
Goodwill				$ 157
Total purchase price		$ 1,848
Contingent consideration				1,255
Intangible asset identified				$ 91

LAND USE RIGHTS, NET - Amortization Expense (Details) $ in Thousands, ¥ in Millions			12 Months Ended
	Jul. 08, 2019 CNY (¥) m²	Mar. 19, 2019 CNY (¥) m² item	Feb. 28, 2023 USD ($)	Feb. 28, 2022 USD ($)	Feb. 28, 2021 USD ($)
LAND USE RIGHTS, NET
Amortization of intangible assets			$ 1,159	$ 13,905	$ 24,030
Land use rights
LAND USE RIGHTS, NET
Number of land use rights acquired \| item		2
Useful life			50 years
Amortization of intangible assets			$ 4,256	$ 4,600
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract]
2022			4,231
2023			4,231
2024			4,231
2025			4,231
2026			4,231
Thereafter			$ 172,723
Land use rights \| Zhenjiang, Jiangsu
LAND USE RIGHTS, NET
Cost of land use rights \| ¥		¥ 92
Number of square meters of land use rights acquired \| m²		83,025
Land use rights \| Beijing
LAND USE RIGHTS, NET
Cost of land use rights \| ¥	¥ 1,360
Number of square meters of land use rights acquired \| m²	28,600

LONG-TERM INVESTMENTS - Additional information (Details) $ in Thousands	1 Months Ended	12 Months Ended
	Jan. 31, 2014 USD ($)	Feb. 28, 2023 USD ($)	Feb. 28, 2022 USD ($)	Feb. 28, 2021 USD ($)	Feb. 29, 2020 Transaction	Feb. 28, 2017 Transaction	Dec. 31, 2018
LONG-TERM INVESTMENTS
Payments to acquire Long-term Investment		$ 200,734	$ 137,732	$ 53,334
Fair value gain (loss)		8,762	6,339	7,588
Equity method investments, impairment gain (loss)		$ 0	24,484	11,471
Minimum
LONG-TERM INVESTMENTS
Term of held to maturity securities		1 year
Maximum
LONG-TERM INVESTMENTS
Term of held to maturity securities		2 years
BabyTree
LONG-TERM INVESTMENTS
Payments to acquire Long-term Investment	$ 23,475
Loss on change in fair value		$ 8,624	8,887	3,229
Other investments
LONG-TERM INVESTMENTS
Impairment loss		1,192	46,581	3,063
Xiamen Meiyou Information and Technology Co., Ltd. ("Xiamen Meiyou")
LONG-TERM INVESTMENTS
Acquired equity interest (in percentage)							15.32
Long term Investment In Third party technology Company
LONG-TERM INVESTMENTS
Impairment gain (loss)		$ 6,495	$ 67,189	$ 10,029
Ximalaya Inc
LONG-TERM INVESTMENTS
Number of transactions \| Transaction					2	2
Equity interest of available for sale investment (in percentage)		1.62

SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of net revenues (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
SIGNIFICANT ACCOUNTING POLICIES
Total	$ 1,019,772	$ 4,390,907	$ 4,495,755
Learning Services and Others
SIGNIFICANT ACCOUNTING POLICIES
Total	853,629	4,275,262	4,433,910
Learning Content Solutions
SIGNIFICANT ACCOUNTING POLICIES
Total	$ 166,143	$ 115,645	$ 61,845

- Definition

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

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-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
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Reference 22: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

LAND USE RIGHTS, NET (Details) - LAND USE RIGHTS - USD ($) $ in Thousands	Feb. 28, 2023	Feb. 28, 2022
LAND USE RIGHTS, NET
Land use rights	$ 207,657	$ 207,657
Less: accumulated amortization	(15,985)	(11,749)
Add: foreign exchange difference	2,206	21,800
Land use rights, net	$ 193,878	$ 217,708

SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Feb. 28, 2023

SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The consolidated financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Certain reclassifications have been made to the consolidated balance sheets and consolidated statements of operations for the year ended February 28, 2022 and the year ended February 28, 2021 to conform to the presentation for the year ended February 28, 2023. The reclassifications had no impact on the Group’s loss from operation, net loss, shareholders’ equity or cash flows as previously reported.

Basis of consolidation

The consolidated financial statements include the financial statements of the Company, its subsidiaries, which are accounted for under the voting interest model, and the VIEs, VIEs’ subsidiaries and schools consolidated under the variable interest entity consolidation model. All inter-company transactions and balances have been eliminated upon consolidation.

Consolidation of Variable Interest Entities

The Company has executed a series of contractual agreements with the VIEs, the VIEs’ subsidiaries and schools and the VIEs’ nominee shareholders through its wholly owned foreign enterprises. For a description of these contractual arrangements, see “Note 1 Organization and Principal Activities—The VIE Arrangements”. These contractual agreements do not provide TAL Beijing with an equity interest in legal form in the VIEs. As the Company holds no legal form of equity ownership in the VIEs, the Company applied the variable interest entity consolidation model as set forth in Accounting Standards Codification 810, Consolidation (“ASC 810”) instead of the voting interest model of consolidation.

By design, the contractual agreements provide TAL Beijing with the right to receive benefits equal to substantially all of the net income of these entities, and thus under ASC 810, these agreements are considered variable interests. Subsequent to identifying any variable interests, any party holding such variable interests must determine if the entity in which the interest is held is a variable interest entity and subsequently which reporting entity is the primary beneficiary of, and should therefore consolidate the variable interest entity.

The contractual arrangements, by design, enable TAL Beijing to have (a) the power to direct the activities that most significantly impact the economic performance of the VIEs and (b) the right to receive substantially all the benefits of the VIEs. As a result, the VIEs are considered to be variable interest entities under ASC 810 and TAL Beijing is considered to be the primary beneficiary of the VIEs and consolidates the VIEs’ financial position and results of operations.

Determining whether TAL Beijing is the primary beneficiary requires a careful evaluation of the facts and circumstances, including whether the contractual agreements are substantive under the applicable legal and financial reporting frameworks, i.e. PRC law and U.S. GAAP. The Company continually reviews its corporate governance arrangements to ensure that the contractual agreements are indeed substantive.

The Company has determined that the contractual agreements are in fact valid and legally enforceable. Such arrangements were entered into in order to comply with the underlying legal and/or regulatory restrictions that govern the ownership of a direct equity interest in the VIEs. In the opinion of the Company’s PRC counsel, Tian Yuan Law Firm, the contracts are legally enforceable under PRC law. See “Note 1 Organization and Principal Activities—The VIE Arrangements”.

On June 24, 2013 and July 29, 2013, the Company and Mr. Bangxin Zhang executed a deed of undertaking dated June 24, 2013 and a side letter dated July 29, 2013, respectively (collectively, the “Deed”). Pursuant to the terms of the Deed, as long as Mr. Bangxin Zhang owns a majority voting interest, whether legally or beneficially, and directly or indirectly, in the Company, (1) Mr. Bangxin Zhang cannot request or call a meeting of shareholders or propose a shareholders resolution to appoint or remove a director, (2) if shareholders are asked to appoint or remove a director, the maximum number of votes which Mr. Bangxin Zhang will be permitted to exercise in connection with such shareholder approval is equal to the total aggregate number of votes of the then total issued and outstanding shares of the Company held by all members of the Company, other than shares which are owned, whether legally or beneficially, and directly or indirectly by Mr. Bangxin Zhang, less one vote and (3) if shareholders or board of directors are asked to consider or approve any matter related to the Deed, Mr. Bangxin Zhang cannot exercise his voting power.

Upon execution of the Deed, despite his ownership of and as long as he holds a majority voting interest, whether legally or beneficially, and directly or indirectly, in the Company, Mr. Bangxin Zhang will (1) not be permitted to requisition or call a meeting of shareholders or propose a shareholders resolution to appoint or remove a director, (2) in relation to any shareholder approvals to appoint or remove a director, only be permitted to exercise up to the number of votes equal to the total aggregate number of votes of the then total issued and outstanding shares of the Company held by all members of the Company, other than shares which are owned, whether legally or beneficially, and directly or indirectly by Mr. Bangxin Zhang, less one vote and (3) in relation to shareholders’ or board of directors’ consideration or approval of any matter related to the Deed, Mr. Bangxin Zhang cannot exercise his voting power. The terms of the Deed prevent Mr. Bangxin Zhang from controlling the rights of the Company as it relates to the contractual agreements, and accordingly, the Company retains a controlling financial interest in the VIEs and would consolidate them as the VIEs’ primary beneficiary.

Please see Note 1 for the presentation of condensed financial information of the VIEs and VIEs’ subsidiaries and schools, after elimination of intercompany balances and transactions.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues, costs, and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Significant accounting estimates reflected in the Group’s consolidated financial statements include, valuation allowance for deferred tax assets, the impairment of long-lived assets and long term investments, fair value assessment of long-term investments, discount rate for leases and consolidation of variable interest entities.

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, demand deposits and highly liquid investments, which are unrestricted as to withdrawal or use, or have original maturities of three months or less when purchased.

Restricted cash

Cash that is restricted as to withdrawal or for use or pledged as security is separately reported. The Group’s restricted cash mainly represents security deposits held in designated bank accounts for future transactions, deposits required by PRC government authorities related to educational programs and services and establishment of new schools and subsidiaries.

Short-term investments

Short-term investments include wealth management products, which are mainly deposits with variable interest rates placed with financial institutions and are restricted as to withdrawal and use. Investments are classified as held-to-maturity when the Group has the positive intent and ability to hold the securities to maturity, and are recorded at amortized cost. The original maturities of the short-term investments are greater than three months, but less than twelve months.

The Group reviews its investments in held-to-maturity investments for impairment periodically, recognizing an allowance, if any, by applying an estimated loss rate. The Group considers available evidence in evaluating the potential impairment of its investments in held-to-maturity investments. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net carrying value at the amount expected to be collected on the held-to-maturity investments. The allowance for credit losses was nil for the three years ended February 28, 2023.

Investment products not classified as trading or as held-to-maturity are classified as available-for-sale debt securities, which are reported at fair value, with unrealized gains and losses recorded in “Accumulated other comprehensive income” on the consolidated balance sheets. Realized gains or losses are included in earnings during the period in which the gain or loss is realized.

Derivative Instruments

Derivative instruments are carried at fair value in accordance with Accounting Standards Codification 815. The fair values of the derivative financial instruments generally represent the estimated amounts expect to receive or pay upon termination of the contracts as of the reporting date.

The Group’s derivative instruments primarily consisted of foreign currency option contracts which aims to manage foreign currency exposure to certain extent. As the derivative instruments do not qualify for hedge accounting treatment, changes in the fair value are reflected in other income/ (expense) of the consolidated statements of operations. The Group held certain security deposits in designated bank accounts as stipulated in the contracts, and classified them as restricted cash in the consolidated balance sheets.

Property and equipment, net

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:


Building		35-64 years
Computer, network equipment and software		3 years
Vehicles		4-5 years
Office equipment and furniture		3-5 years
Leasehold improvement		Shorter of the lease term or estimated useful lives

Construction in progress represents buildings and related premises under construction, which is stated at actual construction cost less any impairment loss. Construction in progress is transferred to building when completed and ready for its intended use.

Business combinations

Business combinations are recorded using the acquisition method of accounting. The assets acquired, the liabilities assumed and any noncontrolling interests of the acquiree at the acquisition date, if any, are measured at their fair values as of the acquisition date. Goodwill is recognized and measured as the excess of the total consideration transferred plus the fair value of any noncontrolling interests of the acquiree and fair value of previously held equity interest in the acquiree, if any, at the acquisition date over the fair values of the identifiable net assets acquired. Common forms of the consideration made in acquisitions include cash and common equity instruments. Consideration transferred in a business acquisition is measured at the fair value as of the date of acquisition.

Where the consideration in an acquisition includes contingent consideration the payment of which depends on the achievement of certain specified conditions post-acquisition, the contingent consideration is recognized and measured at its fair value at the acquisition date and if recorded as a liability, it is subsequently carried at fair value with changes in fair value reflected in the consolidated statements of operations.

In a business combination achieved in stages, the Group remeasures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition-date fair value and the remeasurement gain or loss, if any, is recognized in the consolidated statements of operations.

Where in a business combination, the noncontrolling shareholder received a put option to sell its entire noncontrolling interest of the acquiree to the Group at the price stipulated by the contract when option is exercised, the noncontrolling interest has been recorded as a redeemable noncontrolling interest presented in the mezzanine equity section of the consolidated balance sheets.

Land use rights, net

All land in the PRC is owned by PRC government, which, according to the relevant PRC law, may grant the right to use the land for a specified period of time. Payment for acquiring land use rights are recorded at cost and amortized on a straight line basis over the term of the land certificates.

Impairment of long-lived assets

The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss based on the fair value of the assets.

Long-term investments

The Group’s long-term investments include equity securities without readily determinable fair values, equity securities with readily determinable fair values, equity method investments, available-for-sale investments, fair value option investment and held-to-maturity investments.

Equity securities without readily determinable fair values

The Group reviews its equity securities without readily determinable fair value for impairment at each reporting period. If a qualitative assessment indicates that the investment is impaired, the Group estimates the investment’s fair value in accordance with the principles of Accounting Standards Codification 820, Fair Value Measurement. If the fair value is less than the investment’s carrying value, the Group recognizes an impairment loss in the consolidated statements of operation equal to the difference between the carrying value and fair value.

Equity securities with readily determinable fair values

Equity securities with readily determinable fair value are measured at fair values, and any changes in fair value are recognized in the consolidated statements of operations.

Equity method investments

Investee companies over which the Group has the ability to exercise significant influence, but does not have a controlling interest through investment in common shares or in-substance common shares, are accounted for using the equity method. Significant influence is generally considered to exist when the Group has an ownership interest in the voting stock of the investee between 20% and 50%, and other factors, such as representation on the investee’s board of directors, voting rights and the impact of commercial arrangements, are also considered in determining whether the equity method of accounting is appropriate. For certain investments in limited partnerships, where the Group holds less than a 20% equity or voting interest, the Group may also have significant influence.

Under the equity method, the Group initially records its investment at cost and subsequently recognizes the Group’s proportionate share of each equity investee’s net income or loss after the date of investment into the consolidated statements of operations and accordingly adjusts the carrying amount of the investment. If financial statements of an investee cannot be made available within a reasonable period of time, the Group records its share of the net income or loss of an investee on a one quarter lag basis in accordance with Accounting Standards Codification 323, Investment—Equity Method and Joint Ventures.

The Group reviews its equity method investments for impairment whenever an event or circumstance indicates that an other-than-temporary impairment has occurred. The Group considers available quantitative and qualitative evidence in evaluating potential impairment of its equity method investments. An impairment charge is recorded when the carrying amount of the investment exceeds its fair value and this condition is determined to be other-than-temporary.

Available-for-sale investments

For investments in investees’ shares which are determined to be debt securities, the Group accounts for them as available-for-sale investments when they are not classified as either trading or held-to-maturity investments. Available-for-sale investments are reported at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income as a component of shareholders’ equity. Declines in the fair value of individual available-for-sale investments below their amortized cost due to credit-related factors are recognized as an allowance for credit losses, whereas if declines in the fair value is not due to credit-related factors, the loss is recorded in other comprehensive (loss) / income.

Fair value option investments

The Group elected the fair value option to account for certain investment whereby the change in fair value is recognized in the consolidated statements of operations.

Held-to-maturity investments

Long-term investments include wealth management products, which are mainly deposits with variable interest rates placed with financial institutions and are restricted as to withdrawal and use. The Group classifies the wealth management products as “held-to-maturity” securities.

Fair value

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Fair value of financial instruments is disclosed in Note 12.

Revenue recognition

The Group follows the five steps approach for revenue recognition under Topic 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the Group satisfies a performance obligation.

For fiscal year 2021 and 2022, the Group generated substantially all of its revenues through learning services with individual students in the PRC, in which revenue is recognized over time. The Group ceased K-9 Academic AST Services in the mainland of China at the end of calendar year 2021 in compliance with regulatory policies promulgated in 2021. Historically, revenues from K-9 Academic AST Services accounted for a substantial majority of the total revenues in the fiscal year 2021 and 2022.

The Group also generates revenues from sales of products, consisting primarily of books, which were insignificant for the years ended February 28, 2021,2022, and were included in small class learning services, personalized premium services and others during the years ended February 28, 2021 and 2022.

The primary sources of the Group’s revenues for the years ended February 28, 2021,2022 included (a) small class learning services, personalized premium services and others; and (b) Online education services through www.xueersi.com. Starting with the first quarter of calendar year 2022, as a result of the regulatory policies promulgated in 2021 described above, the Group has realigned its business to focus toward providing learning services and learning content solutions. Revenues related to small class learning services, personalized premium services and online education services through www.xueersi.com have been grouped to “learning services and others”. Additionally, other revenues previously presented in “small class learning services, personalized premium services and others” are now disaggregated into “learning services and others”, and “learning content solutions”.

The following table presents the net revenues disaggregated by revenue sources. Under the new revenue disaggregation as aforementioned, the presentation of revenue disaggregation for the years ended February 28, 2021 and 2022 have been retrospectively changed to reflect the disaggregation adopted for the years ended February 28, 2023.


	For the year ended		For the year ended		For the year ended
	February 28,		February 28,		February 28,
	2021		2022		2023
Disaggregation of net revenues
- Learning Services and Others	$	4,433,910	$	4,275,262	$	853,629
- Learning Content Solutions		61,845		115,645		166,143

Total	$	4,495,755	$	4,390,907	$	1,019,772

Revenue is recognized when control of promised goods or services is transferred to the Group’s customers in an amount of consideration to which the Group expects to be entitled to in exchange for those goods or services. The Group’s revenue is reported net of discounts, value added tax and surcharges.

Learning Services and Others

Learning services primarily consist of small classes, personalized premium services and online course offerings. Each contract of learning service is accounted for as a single performance obligation which is satisfied proportionately over the service period. Learning fee is generally collected in advance and is initially recorded as deferred revenue. Revenue of learning services is recognized proportionately as the learning sessions are delivered.

The Group distributes coupons to attract both existing and prospective learners to enroll in its services. The coupon has fixed dollar amounts and can only be used against future services. The coupon is not considered a material right to the customer and is accounted for as a reduction of transaction price of the service contract.

Small class learning services primarily consist of Xueersi Peiyou small class. Personalized premium services are referring to after-school one-on-one learning services. Each contract of small class learning service or personalized premium service is accounted for as a single performance obligation which is satisfied proportionately over the service period. Learning service fee is generally collected in advance and is initially recorded as deferred revenue. For small class learning services and personalized premium services, revenue is recognized proportionately as the learning sessions are delivered.

Generally, for small class learning services, the Group offers refunds for any remaining classes to students who decide to withdraw from a course. The refund is equal to and limited to the amount related to the undelivered classes. For personalized premium services, a student can withdraw at any time and receive a refund equal to and limited to the amount related to the undelivered classes. Historically, the Group has not had material refunds.

The Group also provides online education services, including live class and pre-recorded course content, to its students through www.xueersi.com.

Students enroll for online courses through www.xueersi.com by the use of prepaid study cards or payment to the Group’s online accounts. Each contract of the online education service is accounted for as single performance obligation which is satisfied ratably over the service period. The proceeds collected are initially recorded as deferred revenue. For live class courses, revenues are recognized proportionately as the learning sessions are delivered. For pre-recorded course content, revenues are recognized on a straight line basis over the subscription period from the date in which the students activate the courses to the date in which the subscribed courses end. Refunds are provided to the students who decide to withdraw from the subscribed courses within the course offer period and a proportional refund is based on the percentage of untaken courses to the total courses purchased. Historically, the Group has not experienced material refunds.

Other revenues primarily consist of Software-as-a-Service (“SaaS”) services. The SaaS services are mainly charged on either a subscription or consumption basis. Revenue related to SaaS services charged on a subscription basis is recognized over the contract period. Revenue related to SaaS services charged on a consumption basis is recognized based on the customer utilization of the resources.

Learning Content Solutions

Learning content solutions primarily consist of sales of various learning content products to end users directly or through distribution partners. Revenues are recognized when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Group expects to be entitled to in exchange for the goods or services.

As a practical expedient, the Group elects to record the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. In addition, the Group determines the transaction price to be earned by estimating the refund liability based on historical refund ratio on a portfolio basis using the expected value method. Refund liabilities was recorded under accrued expenses and other current liabilities, for fee collected that expected to be refunded to the customers in the future if students withdraw from a course for the remaining classes.

The contract liabilities of deferred revenue was $187,732 and $237,354 as of February 28, 2022 and 2023, respectively. The difference between the opening and closing balances of the Group’s contract liabilities primarily results from the timing difference between the Group’s satisfaction of performance obligation and the customer’s payment.

Share-based compensation

Share-based payment transactions with employees are measured based on the grant date fair value of the equity instrument and recognized as compensation expense on a straight-line basis over the requisite service period, with a corresponding impact reflected in additional paid-in capital. For share-based awards granted with performance condition, the compensation cost is recognized when it is probable that the performance condition will be achieved. The Group reassesses the probability of achieving the performance condition at the end of each reporting date and records a cumulative catch-up adjustment for any changes to its assessment. Forfeitures are recognized as they occur. Liability-classified awards are remeasured at their fair-value-based measurement as of each reporting date until settlement. Compensation expense related to modified stock options is measured based on the fair value for the awards as of the modification date. Any incremental compensation expense arising from the excess of the fair value of the awards on the modification date compared to the fair value of the awards immediately before the modification date is recognized at the modification date or ratably over the requisite service period, as appropriate.

Value added tax ("VAT")

Value added tax (“VAT”)

Pursuant to the PRC tax laws, in case of any product sales, the VAT rate is 3% of the gross sales for small scale VAT payer and 13% of the gross sales for general VAT payer. TAL Beijing and Xueersi Education are deemed as general VAT payer for the sales of guidance materials and the intercompany sales of self-developed software. For general VAT payer, VAT on sales is calculated at 13% on revenue from product sales and paid after deducting input VAT on purchases. The net VAT balance between input VAT and output VAT is reflected in the accounts under other taxes payable.

The Group’s online education services and inter-company technical services are subject to VAT at the rate of 6% of revenue for general VAT payer. Beijing Xintang Sichuang, TAL Beijing, Xueersi Education and Yidu Huida Education Technology (Beijing) Co., Ltd. (“Yidu Huida”) are deemed as general VAT payers at the rate of 6%. Xinxin Xiangrong and Pengxin TAL were deemed general VAT payers at the rate of 6%. Beijing Yizhen Xuesi Education Technology Co., Ltd. (“Yizhen Xuesi”) was deemed as general VAT payer at the rate of 6%.

In accordance with The Ministry of Finance and State Administration of Taxation Announcement [2021] No. 10, VAT on book sales revenue of Xueersi Education enjoy exemption policy from January 1, 2021 to December 31, 2023.

In accordance with Circular Cai Shui [2016] No. 68, the general VAT payers who provide non-academic education service could elect a simple VAT collection method and apply for a 3% VAT rate. The Group’s schools which were previously subject to business tax are now subject to a VAT rate of 3%.

In accordance with The Ministry of Finance, State Administration of Taxation and General Administration of Customs Announcement [2019] No.39, for general VAT payer of the Group, VAT on products sales is calculated at 13% on revenue and paid after deducting input VAT on purchases, commencing on April 1, 2019.

In accordance with The Ministry of Finance and State Administration of Taxation Announcement [2020] No. 8, due to the COVID-19 pandemic, the VAT on non-academic education service was temporarily exempted since January 1, 2020. In accordance with The Ministry of Finance and State Administration of Taxation Announcement [2021] No. 7, the above mentioned VAT exemption policy came to an end on March 31, 2021.

Operating leases

The Group determines if an arrangement is a lease or contains a lease at lease inception. Operating leases are required to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. The Group has elected the package of practical expedients, which allows the Group not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any expired or existing leases as of the adoption date. The Group also elected the practical expedient not to separate lease and non-lease components of contracts. Lastly, for lease assets other than real estate, such as printing machine and electronic appliances, the Group elected the short-term lease exemption as their lease terms are 12 months or less.

As the rate implicit in the lease is not readily determinable, the Group estimates its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is estimated in a portfolio approach to approximate the interest rate on a collateralized basis with similar terms and payments in a similar economic environment. The Group’s leases often include options to extend and lease terms include such extended terms when the Group is reasonably certain to exercise those options. Lease terms also include periods covered by options to terminate the leases when the Group is reasonably certain not to exercise those options. Lease expense is recorded on a straight-line basis over the lease term.

Advertising costs

The Group expenses advertising costs as incurred, which mainly include advertising expenditure through social media, search engines and outdoor advertising, etc. Total advertising costs incurred were $803,120, $222,115 and $41,956 for the years ended February 28, 2021, 2022 and 2023, respectively, and have been included in selling and marketing expenses in the consolidated statements of operations.

Government subsidies

The Group reports government subsidies when received from local government authority with no limitation on the use of the subsidies. From time to time, the Group receives government subsidies related to government sponsored projects and records such government subsidies as a liability when received and recognizes as other income when the performance obligation is met or fulfilled.

Foreign currency translation

The functional and reporting currency of the Company is the United States dollar. The functional currency of the Company’s PRC subsidiaries, VIEs and VIEs’ subsidiaries and schools in the PRC is Renminbi (“RMB”).

Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currencies at the prevailing rates of exchange at the balance sheet date. Nonmonetary assets and liabilities are remeasured into the applicable functional currencies at historical exchange rates. Transactions in currencies other than the applicable functional currencies during the year are converted into the functional currencies at the applicable rates of exchange prevailing at the transaction dates. Transaction gains and losses are recognized in the consolidated statements of operations. For the years ended February 28, 2021,2022 and 2023, the Group recorded exchange gain of $12,311, exchange gain of $3,640 and exchange loss of $36,933, respectively, in other income/(expense) in the consolidated statements of operations.

For translating the results of the PRC subsidiaries into the functional currency of the Company, assets and liabilities are translated from each subsidiary’s functional currency to the reporting currency at the exchange rate on the balance sheet date. Equity amounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the period. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income in the consolidated statements of changes in equity and comprehensive loss.

Foreign currency risk

RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into other currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Cash and cash equivalents, and restricted cash of the Group included aggregate amounts of $1,180,475 and $1,174,989 as of February 28, 2022 and 2023, respectively, which were denominated in RMB.

Income taxes

Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws and regulations applicable to the Group as enacted by the relevant tax authorities.

Comprehensive loss

Comprehensive loss includes net income loss, unrealized gain or loss on available-for-sale investments, and foreign currency translation adjustments. Comprehensive loss is reported in the consolidated statements of comprehensive loss.

Concentration of credit risk

Financial instruments that potentially expose the Group to significant concentration of credit risk consist primarily of cash and cash equivalents, short-term investments and restricted cash. The Group places its cash and cash equivalents, short-term investments and restricted cash in financial institutions with high credit ratings.

Financial instruments

The Group’s financial instruments consist primarily of cash and cash equivalents, restricted cash, short-term investments, long-term investments accounted for available-for-sale investments, fair value option investment, equity securities with readily determinable fair values, equity securities without readily determinable fair values, held-to-maturity investments, amounts due from related parties and amounts due to related parties, accounts payable. The Group carries its available-for-sale investments, equity securities with readily determinable fair values and fair value option investment at fair value. The carrying amounts of other financial instruments, except for equity securities without readily determinable fair values and long-term held-to-maturity investments, approximate their fair values because of their generally short maturities. Long-term held-to-maturity investments are recorded at amortized cost and the fair values of long-term held-to-maturity investments are approximate their carrying amounts.

Net loss per share

Basic net loss per share is computed by dividing net loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised into common shares. Common share equivalents are excluded from the computation of the diluted net loss per share in years when their effect would be anti-dilutive. The Group has share options, non-vested shares which could potentially dilute basic earnings per share in the future. To calculate the number of shares for diluted net loss per share, the effect of the share options and non-vested shares is computed using the treasury stock method.

As the Group incurred net loss for the years ended February 28, 2021,2022 and 2023, the effect of potential issuances of the shares for the non-vested shares and share options would be anti-dilutive. Therefore, basic and diluted losses per share are the same in the periods.

Recent accounting pronouncements adopted

Recent accounting pronouncements adopted

On November 17, 2021, the FASB issued ASU 2021-10, which requires business entities to provide certain disclosures when they (1) have received government assistance and (2) use a grant or contribution accounting model by analogy to other accounting guidance (e.g., a grant model under IAS 20 or ASC 958-605). Under ASC 832-10-50-3 and 50-4, a business entity that has received government assistance must provide the following disclosures for annual periods about transactions that are within the scope of Accounting Standards Codification 832, Government Assistance (“ASC 832”): (i) The nature of the transactions, including a general description of the transactions and the form in which the assistance has been received (for example, cash or other assets); (ii) The accounting policies used to account for the transactions as required by paragraph 235-10-50-1; and (iii) The line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item in the current reporting period. The guidance in ASU 2021-10 is effective for all entities for fiscal years beginning after December 15, 2021. Entities may apply the ASU’s provisions either (1) prospectively to all transactions within the scope of ASC 832 that are reflected in the financial statements as of the adoption date and all new transactions entered into after the date of adoption or (2) retrospectively. Early adoption is permitted. The Company adopted this new standard beginning March 1, 2022 with no material impact on its consolidated financial statements.

Recent accounting pronouncements not yet adopted

Recent accounting pronouncements adopted

Recent accounting pronouncements not yet adopted

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which the amendments in this Update require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606.The amendments in this Update address how to determine whether a contract liability is recognized by the acquirer in a business combination. The ASU is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted, including early adoption in an interim period, for periods for which financial statements have not yet been issued. The adoption of this standard is not expected to have a material impact on the Group’s consolidated financial statements.

In June 2022, the FASB issued ASU 2022-03, which (1) clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and (2) requires specific disclosures related to such an equity security. ASU 2022-03 clarifies that a “contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security” and is not included in the equity security’s unit of account. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value (i.e., the entity should not apply a discount related to the contractual sale restriction, as stated in ASC 820-10-35-36B as amended by the ASU). In addition, the ASU prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the Group’s consolidated financial statements.

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Feb. 28, 2023	Feb. 28, 2022
PREPAID EXPENSES AND OTHER CURRENT ASSETS
Accounts receivables	$ 44,825	$ 25,567
Prepaid VAT	13,769	24,326
Prepayments to suppliers	18,887	17,635
Loans to third-parties	12,163	16,749
Prepaid rental and related fees	3,059	12,660
Interest receivable	16,461	8,695
Other deposits	2,406	3,900
Loan to employees, current portion	382	2,432
Staff advances	2,102	1,914
Receivables of withholding tax for employees related to share incentive plan	3,197	806
Others	8,235	8,069
Prepaid expenses and other current assets	$ 125,486	$ 122,753

RELATED PARTY TRANSACTIONS - Due to related parties (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Related party investment payable
RELATED PARTY TRANSACTIONS
Impairment loss	$ 293	$ 2,135	$ 16,087

RELATED PARTY TRANSACTIONS - Transactions (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
RELATED PARTY TRANSACTIONS
Services fees	$ 299	$ 2,948	$ 3,745
Other revenue	$ 339	1,295	1,680
Purchase of equipment		$ 581	$ 804

LAND USE RIGHTS, NET (Tables)

12 Months Ended

Feb. 28, 2023

LAND USE RIGHTS, NET

Schedule Of Land Use Right, net


	As of		As of
	February 28,		February 28,
	2022		2023

Land use rights	$	207,657	$	207,657
Less: accumulated amortization		(11,749)		(15,985)

Add: foreign exchange difference		21,800		2,206

Land use rights, net	$	217,708	$	193,878

INCOME TAXES - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands	Feb. 28, 2023	Dec. 31, 2022	Feb. 28, 2022	Dec. 31, 2021
Deferred tax assets:
Advertising expense and prepaid rental	$ 194,423		$ 252,996
Property and equipment	2,988		6,893
Impairment loss on long-term investments	41,412		46,000
Others	45,927		21,939
Tax losses carry-forward	323,066		249,134
Less: valuation allowance	(601,843)	$ (601,843)	(570,215)	$ (570,215)
Deferred tax assets, net	5,973		6,747
Deferred tax liabilities:
Intangible assets	57		184
Property and equipment			924
Others	1,506		572
Deferred tax liabilities	$ 1,563		$ 1,680

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands	Common shares Class A common shares	Common shares Class B common shares	Treasury stock	Additional paid-in capital	Statutory reserve	Retained earnings Cumulative adjustment	Retained earnings	Accumulated other comprehensive income / (loss)	Total TAL Education Group shareholders' equity Cumulative adjustment	Total TAL Education Group shareholders' equity	Non-controlling interest	Class A common shares	Cumulative adjustment	Total
Balance at Feb. 29, 2020	$ 133	$ 67		$ 1,675,640	$ 82,712		$ 786,097	$ (28,913)		$ 2,515,736	$ 28,461			$ 2,544,197
Balance (in shares) at Feb. 29, 2020	132,895,675	66,941,204
Conversion of Class B common shares to Class A common shares (in shares)	2,000	(2,000)
Net loss							(115,990)			(115,990)	(27,060)			(143,050)
Provision for statutory reserve					38,573		(38,573)
Issuance of common shares in connection with vesting of non-vested shares and settlement of liability-classified awards	$ 2			(2)
Issuance of common shares in connection with vesting of non-vested shares and settlement of liability-classified awards (in shares)	2,240,585
Share-based compensation				195,000						195,000				195,000
Exercise of share options				8,352						8,352				8,352
Exercise of share options (in shares)	359,178
Share repurchase				(9,852)						(9,852)				(9,852)
Share repurchase (in shares)	(61,667)											(61,667)
Foreign currency translation adjustment								98,065		98,065	1,264			99,329
Net unrealized gains on available-for-sale investments, net								17,169		17,169				17,169
Business acquisitions											(629)			(629)
Disposal of a subsidiary											(1,084)			(1,084)
Class A Common shares issued under private placements	$ 13			2,499,987						2,500,000				2,500,000
Class A Common shares issued under private placements (in shares)	12,559,807
Balance at Feb. 28, 2021	$ 148	$ 67		4,369,125	121,285	$ (6,651)	624,883	86,321	$ (6,651)	5,201,829	952		$ (6,651)	5,202,781
Balance (in shares) at Feb. 28, 2021	147,995,578	66,939,204
Conversion of Class B common shares to Class A common shares	$ 18	$ (18)
Conversion of Class B common shares to Class A common shares (in shares)	17,785,600	(17,785,600)
Net loss							(1,136,115)			(1,136,115)	(28,220)			(1,164,335)
Provision for statutory reserve					33,077		(33,077)
Issuance of common shares in connection with vesting of non-vested shares and settlement of liability-classified awards	$ 3			9,380						9,383				9,383
Issuance of common shares in connection with vesting of non-vested shares and settlement of liability-classified awards (in shares)	2,455,216
Share-based compensation				174,832						174,832				174,832
Exercise of share options				1,203						1,203				1,203
Exercise of share options (in shares)	56,296
Share repurchase	$ (2)			(196,275)						(196,277)				(196,277)
Share repurchase (in shares)	(1,506,667)											(1,506,667)
Foreign currency translation adjustment								25,853		25,853	(621)			25,232
Net unrealized gains on available-for-sale investments, net								(50,557)		(50,557)				(50,557)
Balance at Feb. 28, 2022	$ 167	$ 49		4,358,265	154,362		(544,309)	61,617		4,030,151	(27,889)			4,002,262
Balance (in shares) at Feb. 28, 2022	166,786,023	49,153,604
Net loss							(135,612)			(135,612)	3,634			(131,978)
Provision for statutory reserve					5,991		(5,991)
Issuance of common shares in connection with vesting of non-vested shares and settlement of liability-classified awards	$ 2			(4)						(2)				(2)
Issuance of common shares in connection with vesting of non-vested shares and settlement of liability-classified awards (in shares)	2,310,009
Share-based compensation				108,571						108,571				108,571
Exercise of share options				186						186				186
Exercise of share options (in shares)	26,092
Share repurchase			$ (6)	(66,362)						(66,368)				(66,368)
Share repurchase (in shares)			(5,959,339)									(5,959,339)
Foreign currency translation adjustment								(90,692)		(90,692)	2,749			(87,943)
Net unrealized gains on available-for-sale investments, net								(1,591)		(1,591)				(1,591)
Disposal of a subsidiary											(2,224)			(2,224)
Balance at Feb. 28, 2023	$ 169	$ 49	$ (6)	$ 4,400,656	$ 160,353		$ (685,912)	$ (30,666)		$ 3,844,643	$ (23,730)			$ 3,820,913
Balance (in shares) at Feb. 28, 2023	169,122,124	49,153,604	(5,959,339)

NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Numerator:
Net loss attributable to TAL Education Group's shareholders	$ (135,612)	$ (1,136,115)	$ (115,990)
Numerator used for calculation of diluted net loss per share	$ (135,612)	$ (1,136,115)	$ (115,990)
Denominator:
Weighted average shares outstanding: Basic	212,575,277	214,825,470	203,603,391
Denominator for diluted net loss per share	212,575,277	214,825,470	203,603,391
Net loss per common share attributable to TAL Education Group's shareholders-basic	$ (0.64)	$ (5.29)	$ (0.57)
Net loss per common share attributable to TAL Education Group's shareholders-diluted	$ (0.64)	$ (5.29)	$ (0.57)

- Definition

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

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+ Details

SUBSEQUENT EVENT

12 Months Ended

Feb. 28, 2023

SUBSEQUENT EVENT

SUBSEQUENT EVENT

23. SUBSEQUENT EVENT

In April 2023, the Company’s board of directors authorized to extend its share repurchase program launched in April 2021 by 12 months. Pursuant to the extended share repurchase program, the Company may repurchase up to approximately $737.4 million of its common shares through April 30, 2024. After the announcement of the extension of the share repurchase program, the Company has repurchased 8,645,334 common shares at an aggregate consideration of approximately $ 151.3 million up to date of this report.

In April and May 2023, the Company entered into two definitive agreements to invest in certain private companies with a total consideration of approximately $ 25.8 million, among which $22.9 million was paid in May 2023. The Company is in the process of determining the accounting treatment of those investments.

SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Feb. 28, 2023

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The consolidated financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Basis of consolidation

Consolidation of Variable Interest Entities

2. SIGNIFICANT ACCOUNTING POLICIES - continued

Consolidation of Variable Interest Entities - continued

Please see Note 1 for the presentation of condensed financial information of the VIEs and VIEs’ subsidiaries and schools, after elimination of intercompany balances and transactions.

2. SIGNIFICANT ACCOUNTING POLICIES - continued

Use of estimates

Cash and cash equivalents

Restricted cash

Short-term investments

For investment products indexed to, for example, an underlying stock, stock market or foreign exchange, the Group elects the fair value option to record them at fair value in accordance with ASC 825 Financial Instruments. Changes in the fair value are reflected in the consolidated statements of operations.

Derivative Instruments

2. SIGNIFICANT ACCOUNTING POLICIES - continued

Derivative Instruments - continued

Property and equipment, net


Building		35-64 years
Computer, network equipment and software		3 years
Vehicles		4-5 years
Office equipment and furniture		3-5 years
Leasehold improvement		Shorter of the lease term or estimated useful lives

Business combinations

2. SIGNIFICANT ACCOUNTING POLICIES – continued

Land use rights, net

Impairment of long-lived assets

Long-term investments

Equity securities without readily determinable fair values

Equity securities with readily determinable fair values

Equity securities with readily determinable fair value are measured at fair values, and any changes in fair value are recognized in the consolidated statements of operations.

Equity method investments

2. SIGNIFICANT ACCOUNTING POLICIES - continued

Long-term investments - continued

Available-for-sale investments

Fair value option investments

The Group elected the fair value option to account for certain investment whereby the change in fair value is recognized in the consolidated statements of operations.

Held-to-maturity investments

Fair value

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

2. SIGNIFICANT ACCOUNTING POLICIES – continued

Fair value - continued

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Fair value of financial instruments is disclosed in Note 12.

Revenue recognition


	For the year ended		For the year ended		For the year ended
	February 28,		February 28,		February 28,
	2021		2022		2023
Disaggregation of net revenues
- Learning Services and Others	$	4,433,910	$	4,275,262	$	853,629
- Learning Content Solutions		61,845		115,645		166,143

Total	$	4,495,755	$	4,390,907	$	1,019,772

2. SIGNIFICANT ACCOUNTING POLICIES - continued

Revenue recognition - continued

Learning Services and Others

The Group also provides online education services, including live class and pre-recorded course content, to its students through www.xueersi.com.

2. SIGNIFICANT ACCOUNTING POLICIES - continued

Learning Services and Others - continued

Learning Content Solutions

Share-based compensation

Value added tax (“VAT”)

2. SIGNIFICANT ACCOUNTING POLICIES - continued

Value added tax (“VAT”) - continued

Operating leases

2. SIGNIFICANT ACCOUNTING POLICIES - continued

Advertising costs

Government subsidies

Foreign currency translation

Foreign currency risk

2. SIGNIFICANT ACCOUNTING POLICIES - continued

Income taxes

Comprehensive loss

Concentration of credit risk

Financial instruments

Net loss per share

2. SIGNIFICANT ACCOUNTING POLICIES - continued

Recent accounting pronouncements adopted

Recent accounting pronouncements not yet adopted

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
CONSOLIDATED STATEMENTS OF OPERATIONS
Net revenues	$ 1,019,772	$ 4,390,907	$ 4,495,755
Cost of revenues	(436,358)	(2,203,336)	(2,048,561)
Gross profit	583,414	2,187,571	2,447,194
Operating expenses
Selling and marketing	(283,036)	(1,118,141)	(1,680,050)
General and administrative	(413,791)	(1,199,708)	(1,117,324)
Impairment loss on intangible assets and goodwill		(505,050)	(107,535)
Total operating expenses	(696,827)	(2,822,899)	(2,904,909)
Government subsidies	22,683	20,812	19,491
Loss from operations	(90,730)	(614,516)	(438,224)
Interest income	61,564	103,179	114,232
Interest expense		(7,871)	(16,946)
Other income / (expense)	(82,416)	16,950	141,844
(Loss)/gain from disposal of a subsidiary	9,550		(966)
Impairment loss on long-term investments	(7,687)	(275,872)	(24,563)
Loss before provision for income tax and income/ (loss) from equity method investments	(109,719)	(778,130)	(224,623)
Income tax benefit / (expense)	(20,011)	(396,992)	69,897
Income / (loss) from equity method investments	(2,248)	10,787	11,676
Net loss	(131,978)	(1,164,335)	(143,050)
Add: Net loss / (income) attributable to noncontrolling interests shareholders	(3,634)	28,220	27,060
Net loss attributable to TAL Education Group's shareholders	$ (135,612)	$ (1,136,115)	$ (115,990)
Net loss per common share
Basic (in dollars per share)	$ (0.64)	$ (5.29)	$ (0.57)
Diluted (in dollars per share)	$ (0.64)	$ (5.29)	$ (0.57)
Weighted average shares used in calculating net loss per common share
Basic (in shares)	212,575,277	214,825,470	203,603,391
Diluted (in shares)	212,575,277	214,825,470	203,603,391

LONG-TERM PREPAYMENTS AND OTHER NON-CURRENT ASSETS - Additional information (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022
LONG-TERM PREPAYMENTS AND OTHER NON-CURRENT ASSETS
Impairment loss	$ 8,600	$ 21,393

ORGANIZATION AND PRINCIPAL ACTIVITIES - Additional information (Details) $ in Thousands	12 Months Ended
	Feb. 28, 2023 USD ($) Owner	Feb. 28, 2022 USD ($)	Feb. 28, 2021 USD ($)
Subsidiaries, VIEs and VIEs subsidiaries
VIE and subsidiaries, percentage of net revenue	84.90%
Service fees payable \| $	$ 532,323	$ 752,200	$ 417,544
Majority shareholder
Subsidiaries, VIEs and VIEs subsidiaries
Deed of undertaking (in percent)	50.00%
Xueersi Education and Xueersi Network
Subsidiaries, VIEs and VIEs subsidiaries
Number of owners	4
Xinxin Xiangrong
Subsidiaries, VIEs and VIEs subsidiaries
Number of owners	3

PROPERTY AND EQUIPMENT, NET - Additional information (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
PROPERTY AND EQUIPMENT, NET
Depreciation	$ 35,289	$ 171,354	$ 136,960
Impairment loss of property and equipment and leasehold improvements	688	255,959
Amount of accumulated impairment loss written off	$ 21,195	$ 226,000

BUSINESS ACQUISITION (Tables)

12 Months Ended

Feb. 28, 2023

Acquisitions fiscal 2021

Business Acquisition, Pro Forma Information


	For the years ended
	February 29/28
	2020		2021
	(Unaudited)		(Unaudited)

Pro forma net revenues	$	3,376,955	$	4,516,022
Pro forma net loss attributable to TAL Education Group	$	(173,199)	$	(119,780)
Pro forma net loss per share - basic	$	(0.87)	$	(0.59)
Pro forma net loss per share - diluted	$	(0.87)	$	(0.59)

Dada

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed


			Amortization
	US$		period

Cash and cash equivalents	$	1,269
Net assets acquired, excluding cash and cash equivalents, intangible assets and related deferred tax liabilities		(172,118)
Intangible assets, net
User base and customer relationships		7,576	2 years
Trade name and domain names		13,452	5 years
Others		3,044	1 year
Goodwill		168,233
Deferred tax liabilities		(6,018)
Noncontrolling interests		(1,146)

Total purchase consideration	$	14,292

SUBSEQUENT EVENT (Details) - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	12 Months Ended
SUBSEQUENT EVENT (Details) - USD ($) $ in Thousands	May 31, 2023	May 31, 2023	Apr. 30, 2024	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
SUBSEQUENT EVENT
Maximum repurchase amount				$ 66,368	$ 196,277	$ 9,852
Aggregate consideration				$ 66,368	$ 196,277	$ 9,852
Subsequent Event
SUBSEQUENT EVENT
Maximum repurchase amount			$ 737,400
Number of shares repurchased	8,645,334
Aggregate consideration	$ 151,300
Consideration paid	$ 22,900	$ 25,800

BUSINESS ACQUISITION - Dada, allocation (Details) - Dada $ in Thousands	Apr. 30, 2020 USD ($)
Business Acquisition [Line Items]
Cash and cash equivalents	$ 1,269
Net assets acquired, excluding cash and cash equivalents, intangible assets and the related deferred tax liabilities	(172,118)
Goodwill	168,233
Deferred tax liabilities	(6,018)
Noncontrolling interests	(1,146)
Total purchase consideration	14,292
User base and customer relationships
Business Acquisition [Line Items]
Intangible assets, net	$ 7,576
Amortization period
Amortization period (in years)	2 years
Trade name and domain names
Business Acquisition [Line Items]
Intangible assets, net	$ 13,452
Amortization period
Amortization period (in years)	5 years
Others
Business Acquisition [Line Items]
Intangible assets, net	$ 3,044
Amortization period
Amortization period (in years)	1 year

NET LOSS PER SHARE - Additional information (Details) - shares	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
NET LOSS PER SHARE
Antidilutive shares	8,805,748	9,060,041	9,479,522

SHARE-BASED COMPENSATION - (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		12 Months Ended
	Jun. 30, 2020	Jun. 30, 2010	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
SHARE-BASED COMPENSATION
Shares authorized (as percent of total issued and outstanding)	5.00%	5.00%
Shares authorized threshold (as percent of outstanding)	1.00%	1.00%
Share-based compensation expense			$ 108,571	$ 174,832	$ 204,945
Share options, exercised intrinsic value			242	6,034	74,154
Share options, vested fair value			2,490	4,029	4,315
Share options
SHARE-BASED COMPENSATION
Share-based compensation expense			3,497	$ 4,089	$ 3,979
Unrecognized compensation expense			$ 7,997
Unrecognized compensation expense recognition period (in years)			3 years 6 months
Share options granted (in shares)			579,661	115,690	82,003
Share options low limit (per share)			$ 0.03	$ 40.00	$ 208.41
Share options high limit (per share)			$ 18.32	$ 175.14	$ 239.01
Non-vested shares - service condition
SHARE-BASED COMPENSATION
Granted (in shares)			2,891,157	5,685,826	1,737,898
Share-based compensation expense			$ 93,466	$ 125,596	$ 146,410
Unrecognized compensation expense recognition period (in years)			3 years 4 months 24 days
Non-vested shares fair value			$ 114,050	145,265	111,331
Non vested unrecognized compensation expense			$ 192,498
Non-vested shares - performance condition
SHARE-BASED COMPENSATION
Granted (in shares)			7,079
Share-based compensation expense			$ 11,608	45,147	54,556
Unrecognized compensation expense recognition period (in years)			2 years 9 months 18 days
Non-vested shares fair value			$ 20,157	$ 65,961	$ 0
Non vested unrecognized compensation expense			$ 26,329
Minimum \| Share options
SHARE-BASED COMPENSATION
Vesting (in years)			3 years	3 years	4 years
Share options expiration (in years)			8 years
Minimum \| Non-vested shares - service condition
SHARE-BASED COMPENSATION
Vesting (in years)			0 years	0 years	1 year
Minimum \| Non-vested shares - performance condition
SHARE-BASED COMPENSATION
Vesting (in years)			0 years
Maximum \| Share options
SHARE-BASED COMPENSATION
Vesting (in years)			5 years	6 years	6 years
Share options expiration (in years)			12 years
Maximum \| Non-vested shares - service condition
SHARE-BASED COMPENSATION
Vesting (in years)			10 years	8 years	6 years
Maximum \| Non-vested shares - performance condition
SHARE-BASED COMPENSATION
Vesting (in years)			4 years

INCOME TAXES - Tax Holiday (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
INCOME TAXES
Increase in income tax expenses	$ 47,062	$ 68,090	$ 98,368
Net loss per common share-basic	$ (0.86)	$ (5.61)	$ (1.05)
Net loss per common share-diluted	$ (0.86)	$ (5.61)	$ (1.05)

NET LOSS PER SHARE

12 Months Ended

Feb. 28, 2023

NET LOSS PER SHARE

NET LOSS PER SHARE

16. NET LOSS PER SHARE


	For the year ended		For the year ended		For the year ended
	February 28,		February 28,		February 28,
	2021		2022		2023

Numerator:
Net loss attributable to TAL Education Group’s shareholders	$	(115,990)	$	(1,136,115)	$	(135,612)

Numerator used for calculation of diluted net loss per share	$	(115,990)	$	(1,136,115)	$	(135,612)

Denominator:
Weighted average shares outstanding
Basic		203,603,391		214,825,470		212,575,277

Denominator for diluted net loss per share (i)		203,603,391		214,825,470		212,575,277

Net loss per common share attributable to TAL Education Group’s shareholders-basic (ii)	$	(0.57)	$	(5.29)	$	(0.64)
Net loss per common share attributable to TAL Education Group’s shareholders-diluted	$	(0.57)	$	(5.29)	$	(0.64)

(i)

For the years ended February 28, 2021, 2022 and 2023, 9,479,522, 9,060,041 and 8,805,748 potential shares outstanding due to non-vested shares and share options were excluded from the calculation due to their anti-dilutive effect resulted from net loss reported in fiscal year 2021, 2022 and 2023, respectively.

(ii)

The Company’s common shares are divided into Class A and Class B common shares. Holders of Class A and Class B common shares have the same dividend rights. Therefore, the Company does not present net loss per share for each separate class.

SHARE-BASED COMPENSATION

12 Months Ended

Feb. 28, 2023

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

22. SHARE-BASED COMPENSATION

In June 2010, the Company adopted the 2010 Share Incentive Plan. The plan permits the grant of options to purchase the Class A common shares, share appreciation rights, restricted shares, restricted share units, dividend equivalent rights and other instruments as deemed appropriate by the administrator under the plans. In August 2013, the Company amended and restated the 2010 Share Incentive Plan (the “Amendment”). Pursuant to the Amendment, the maximum aggregate number of Class A common shares that may be issued pursuant to all awards under the share incentive plan is equal to five percent (5%) of the total issued and outstanding shares as of the date of the Amendment. However, the shares reserved may be increased automatically if and whenever the unissued share reserve accounts for less than one percent (1%) of the total then issued and outstanding shares, so that after the increase, the shares unissued and reserved under this plan immediately after each such increase shall equal five percent (5%) of the then issued and outstanding shares.

In June 2020, the Company adopted the 2020 Share Incentive Plan. The 2020 Plan permits the grant of options to purchase Class A common shares, restricted shares, restricted share units and other instruments as deemed appropriate by the administrator under the plan. Pursuant to the 2020 Plan, the maximum aggregate number of shares that may be issued pursuant to all awards (including incentive share options) (the “Award Pool”) is initially five percent (5)% of the total issued and outstanding shares as of the effective date of the 2020 Plan, provided that (A) the Award Pool shall be increased automatically if and whenever the number of shares that may be issued pursuant to ungranted awards under the 2020 Plan (the “Ungranted Portion”) accounts for less than one percent (1)% of the then total issued and outstanding shares of the Company, so that for each automatic increase, the Ungranted Portion immediately after such increase shall equal five percent (5)% of the then total issued and outstanding shares of the Company, and (B) the size of the Award Pool shall be equitably adjusted in the event of any share dividend, subdivision, reclassification, recapitalization, split, reverse split, combination, consolidation or similar transactions.

The Company’s 2010 Share Incentive Plan has ceased to be used for grants of future awards upon the effectiveness of the 2020 Plan.

22. SHARE-BASED COMPENSATION – continued

Non-vested shares – service condition

During the year ended February 28, 2021, the Company granted 1,737,898 service-based non-vested shares to employees and directors which generally vest annual in equal batches over a period of 1 to 6 years.

During the year ended February 28, 2022, the Company granted 5,685,826 service-based non-vested shares to employees and directors which generally vest annual in equal batches over a period of 0 to 8 years.

During the year ended February 28, 2023, the Company granted 2,891,157 service-based non-vested shares to employees and directors which generally vest annual in equal batches over a period of 0 to 10 years.

The activities of non-vested shares granted with service condition were summarized as follows:


	Service Condition
	Number of	Weighted
	non-vested	average grant date
	shares	fair value

Outstanding as of February 28, 2022	8,234,467	50.55

Granted	2,891,157	11.16
Forfeited	1,343,851	43.59
Vested	2,179,432	52.33

Outstanding as of February 28, 2023	7,602,341	36.29

The Company recorded compensation expense of $146,410, $125,596 and $93,466 for the years ended February 28, 2021, 2022 and 2023 related to service-based non-vested shares, respectively.

As of February 28, 2023, the unrecognized compensation expense related to the service-based non-vested share awards amounted to $192,498, which is expected to be recognized over a weighted-average period of 3.4 years. The total fair value of service-based non-vested shares that vested during the years ended February 28, 2021, 2022 and 2023 was $111,331, $145,265 and $114,050, respectively.

Non-vested shares – performance condition

During the year ended February 28, 2023, the Company granted 7,079 performance-based non-vested shares to employees which generally vest annual in equal batches over a period of 0 to 4 years. The vesting of awards is subject to the satisfaction of both a service and performance condition based on individual performance evaluations.

22. SHARE-BASED COMPENSATION – continued

Non-vested shares – performance condition - continued

The activities of non-vested shares granted with performance condition were summarized as follows:


	Performance Condition
	Number of	Weighted
	non-vested	average grant date
	shares	fair value

Outstanding as of February 28, 2022	359,149	164.42

Granted	7,079	195.51
Forfeited	52,238	179.43
Vested	130,577	154.37

Outstanding as of February 28, 2023	183,413	168.50

The Company recorded compensation expense related to performance-based non-vested shares of $54,556, $45,147 and $11,608 for the years ended February 28, 2021,2022 and 2023, respectively.

As of February 28, 2023, the unrecognized compensation expense related to the performance-based non-vested share awards amounted to $26,329, which is expected to be recognized over a weighted-average period of 2.8 years.

The total fair value of performance-based non-vested share that vested was nil, $65,961 and $20,157 for the years 2021, 2022 and 2023, respectively.

Share options

Share options granted to employees and directors expire ranging from 8 to 12 years from the date of grant.

During the year ended February 28, 2021, the Company granted 82,003 share options to employees at exercise prices ranging from $208.41 to $239.01. These share options vest annually in equal batches over a period from 4 to 6 years.

During the year ended February 28, 2022, the Company granted 115,690 share options to employees at exercise prices ranging from $40.00 to $175.14. These share options vest annually in equal batches over a period from 3 to 6 years.

During the year ended February 28, 2023, the Company granted 579,661 share options to employees at exercise prices ranging from $0.03 to $18.32. These share options vest annually in equal batches over a period from 3 to 5 years.

22. SHARE-BASED COMPENSATION – continued

Share options - continued

The fair value of each option granted was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants during the applicable periods:


	For the year ended		For the year ended		For the year ended
	February 28, 2021		February 28, 2022		February 28, 2023
Risk-free interest rate⁽¹⁾	0.31%‑0.51	%	0.96%-1.06	%	2.80%-2.88	%
Expected life (years)⁽²⁾	6.25‑7.43		6.00-6.50		6.13-6.57
Expected dividend yield⁽³⁾	0	%	0	%	0	%
Volatility⁽⁴⁾	35.8%‑35.9	%	37.4%-58.3	%	64.8%-68.4	%
Fair value of options at grant date per share	$65.55 to $90.06		$4.02 to $74.82		$7.98 to $8.83

(1)

Risk-free interest rate

Risk-free interest rate for periods within the contractual life of the option is based upon the U.S. treasury yield curve in effect at the time of grant.

(2)

Expected life (years)

Assumption of the expected term were based on the vesting and contractual terms and employee demographics.

(3)

Expected dividend yield

The dividend yield was estimated by the Company based on its expected dividend policy over the expected term of the options.

(4)

Volatility

The volatility assumption was estimated based on historical volatility of the Company’s share price applying the guidance provided by ASC 718.

22. SHARE-BASED COMPENSATION – continued

Share options - continued

The activities of share options for the year ended February 28, 2023 were as follows:


		Weighted	Weighted	Aggregate
		average	average remaining	intrinsic
	Number	exercise price	contractual	value
Share options	of shares	(US$)	life (Years)	(US$)

Outstanding as of February 28, 2022	466,425	20.00	6.54	1,049

Granted	579,661	1.54	—	—
Exercised	26,092	6.41	—	—

Outstanding as of February 28, 2023	1,019,994	9.88	7.67	14,898

Vested and expected to vest as of February 28, 2023	1,019,994	9.88	7.67	14,898
Exercisable as of February 28, 2023	390,008	17.67	5.73	3,859

The Company recorded compensation expense of $3,979, $4,089 and $3,497 for the years ended February 28, 2021,2022 and 2023 related to share options, respectively.

Total intrinsic value of options exercised for the years ended February 28, 2021,2022 and 2023 was $74,154, $6,034 and $242, respectively. The total fair value of options vested during the years ended February 28, 2021,2022 and 2023 was $4,315, $4,029 and $2,490 respectively.

As of February 28, 2023, there was $7,997 unrecognized share-based compensation expense related to share options, which is expected to be recognized over a weighted-average vesting period of 3.5 years.

The total compensation expense is recognized on a straight-line basis over the respective vesting periods. The Group recorded the related compensation expense of $204,945, $174,832 and $108,571 for the years ended February 28, 2021, 2022 and 2023, respectively.

22. SHARE-BASED COMPENSATION – continued

Table below shows the summary of share-based compensation expense:


	For the year ended		For the year ended		For the year ended
	February 28,		February 28,		February 28,
	2021		2022		2023

Cost of revenues	$	1,803	$	1,134	$	11,319
Selling and marketing expenses		56,609		53,850		30,662
General and administrative expenses		146,533		119,848		66,590

Total	$	204,945	$	174,832	$	108,571

Stock Option Exercise Price Adjustment

In September 2021, the Company’s board of directors approved the adjustment of exercise prices for certain options vesting on and after July 26, 2021 on a one-for-one basis to $3.00 per share which represented the per share fair value of the Company’s common stock as of the date of the adjustment. There was no modification to the vesting schedule or other terms of the previously issued options. As a result, 194,059 unvested options originally granted to purchase Class A common share at prices ranging from $14.49 to $239.01 per share were modified under this program.

The Company treated the adjustment of exercise price as a modification of the original awards and calculated incremental compensation costs for the difference between the fair value of the awards immediately before and after modification, which resulted in incremental stock-based compensation expense of $2,084. Expense related to vested shares was expensed on the repricing date and expense related to unvested shares is being amortized over the remaining vesting period of such stock options.

LOAN FACILITIES

12 Months Ended

Feb. 28, 2023

LOAN FACILITIES

LOAN FACILITIES

11. LOAN FACILITIES

In December 2022, the Group signed a RMB400 million loan facilities agreement with a PRC bank. The facilities have a term of two years and an effective drawdown period of twelve months. As of May 2023, the Group has not made any draw down of the loan.

- 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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

FAIR VALUE - Additional information (Details) - Fair Value, Inputs, Level 3	Feb. 28, 2023
Measurement Input, Weighted Average Cost of Capital \| Maximum
FAIR VALUE
Debt Securities, Available-for-sale, Measurement Input	24
Measurement Input, Weighted Average Cost of Capital \| Minimum
FAIR VALUE
Debt Securities, Available-for-sale, Measurement Input	19
Measurement Input, Weighted Average Cost of Capital \| Weighted Average
FAIR VALUE
Debt Securities, Available-for-sale, Measurement Input	21
Measurement Input, Discount for Lack of Marketability \| Maximum
FAIR VALUE
Debt Securities, Available-for-sale, Measurement Input	30
Measurement Input, Discount for Lack of Marketability \| Minimum
FAIR VALUE
Debt Securities, Available-for-sale, Measurement Input	10
Measurement Input, Discount for Lack of Marketability \| Weighted Average
FAIR VALUE
Debt Securities, Available-for-sale, Measurement Input	17
Measurement Input, Price Volatility \| Maximum
FAIR VALUE
Debt Securities, Available-for-sale, Measurement Input	69
Measurement Input, Price Volatility \| Minimum
FAIR VALUE
Debt Securities, Available-for-sale, Measurement Input	44
Measurement Input, Price Volatility \| Weighted Average
FAIR VALUE
Debt Securities, Available-for-sale, Measurement Input	54

NET LOSS PER SHARE (Tables)

12 Months Ended

Feb. 28, 2023

NET LOSS PER SHARE

Schedule of loss per share


	For the year ended		For the year ended		For the year ended
	February 28,		February 28,		February 28,
	2021		2022		2023

Numerator:
Net loss attributable to TAL Education Group’s shareholders	$	(115,990)	$	(1,136,115)	$	(135,612)

Numerator used for calculation of diluted net loss per share	$	(115,990)	$	(1,136,115)	$	(135,612)

Denominator:
Weighted average shares outstanding
Basic		203,603,391		214,825,470		212,575,277

Denominator for diluted net loss per share (i)		203,603,391		214,825,470		212,575,277

Net loss per common share attributable to TAL Education Group’s shareholders-basic (ii)	$	(0.57)	$	(5.29)	$	(0.64)
Net loss per common share attributable to TAL Education Group’s shareholders-diluted	$	(0.57)	$	(5.29)	$	(0.64)

(i)

(ii)

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Feb. 28, 2023	Feb. 28, 2022
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued employee payroll and welfare benefits	$ 280,319	$ 322,779
Refund liabilities	40,909	61,346
Accrued operating expenses	36,875	66,214
Income tax payable	46,917	49,257
Other taxes payable	11,541	9,635
Professional service fee payable	3,398	3,617
Others	26,752	45,870
Accrued expenses and other current liabilities	$ 446,711	$ 558,718

LEASES - Maturity analysis of leases liabilities (Details) $ in Thousands	Feb. 28, 2023 USD ($)
Lessee, Operating Lease, Liability, Payment, Due
February 2024	$ 44,089
February 2025	40,479
February 2026	30,261
February 2027	22,251
February 2028	17,239
Thereafter	33,825
Total future lease payments	188,144
Less: Imputed interest	(30,422)
Present value of operating lease liabilities	157,722
Lease not yet commenced , contracts value	$ 8,653

SHARE-BASED COMPENSATION (Tables)

12 Months Ended

Feb. 28, 2023

SHARE-BASED COMPENSATION

Schedule of options fair value


	For the year ended		For the year ended		For the year ended
	February 28, 2021		February 28, 2022		February 28, 2023
Risk-free interest rate⁽¹⁾	0.31%‑0.51	%	0.96%-1.06	%	2.80%-2.88	%
Expected life (years)⁽²⁾	6.25‑7.43		6.00-6.50		6.13-6.57
Expected dividend yield⁽³⁾	0	%	0	%	0	%
Volatility⁽⁴⁾	35.8%‑35.9	%	37.4%-58.3	%	64.8%-68.4	%
Fair value of options at grant date per share	$65.55 to $90.06		$4.02 to $74.82		$7.98 to $8.83

(1)

Risk-free interest rate

Risk-free interest rate for periods within the contractual life of the option is based upon the U.S. treasury yield curve in effect at the time of grant.

(2)

Expected life (years)

Assumption of the expected term were based on the vesting and contractual terms and employee demographics.

(3)

Expected dividend yield

The dividend yield was estimated by the Company based on its expected dividend policy over the expected term of the options.

(4)

Volatility

The volatility assumption was estimated based on historical volatility of the Company’s share price applying the guidance provided by ASC 718.

Schedule of activities of share options


		Weighted	Weighted	Aggregate
		average	average remaining	intrinsic
	Number	exercise price	contractual	value
Share options	of shares	(US$)	life (Years)	(US$)

Outstanding as of February 28, 2022	466,425	20.00	6.54	1,049

Granted	579,661	1.54	—	—
Exercised	26,092	6.41	—	—

Outstanding as of February 28, 2023	1,019,994	9.88	7.67	14,898

Vested and expected to vest as of February 28, 2023	1,019,994	9.88	7.67	14,898
Exercisable as of February 28, 2023	390,008	17.67	5.73	3,859

Schedule of share-based compensation expense


	For the year ended		For the year ended		For the year ended
	February 28,		February 28,		February 28,
	2021		2022		2023

Cost of revenues	$	1,803	$	1,134	$	11,319
Selling and marketing expenses		56,609		53,850		30,662
General and administrative expenses		146,533		119,848		66,590

Total	$	204,945	$	174,832	$	108,571

Non-vested shares - service condition

SHARE-BASED COMPENSATION

Schedule of non-vested shares


	Service Condition
	Number of	Weighted
	non-vested	average grant date
	shares	fair value

Outstanding as of February 28, 2022	8,234,467	50.55

Granted	2,891,157	11.16
Forfeited	1,343,851	43.59
Vested	2,179,432	52.33

Outstanding as of February 28, 2023	7,602,341	36.29

Non-vested shares - performance condition

SHARE-BASED COMPENSATION

Schedule of non-vested shares


	Performance Condition
	Number of	Weighted
	non-vested	average grant date
	shares	fair value

Outstanding as of February 28, 2022	359,149	164.42

Granted	7,079	195.51
Forfeited	52,238	179.43
Vested	130,577	154.37

Outstanding as of February 28, 2023	183,413	168.50

SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) ¥ in Thousands, $ in Thousands	1 Months Ended	12 Months Ended
	May 31, 2017	Feb. 28, 2023 USD ($)	Feb. 28, 2022 USD ($)	Feb. 28, 2021 USD ($)	Feb. 28, 2023 CNY (¥)	Feb. 28, 2022 CNY (¥)
SIGNIFICANT ACCOUNTING POLICIES
Contract liabilities of deferred revenue		$ 237,354	$ 187,732
Advertising costs		41,956	222,115	$ 803,120
Foreign currency translation, exchange gain (loss)		(36,933)	(3,640)	12,311
Cash and cash equivalents \| ¥					¥ 1,174,989	¥ 1,180,475
Debt securities held-to-maturity allowance for credit losses		$ 0	$ 0	$ 0
VAT (as a percent)	13.00%
Xinxin Xiangrong.
SIGNIFICANT ACCOUNTING POLICIES
VAT (as a percent)		6.00%
Beijing Xintang Sichuang, TAL Beijing, Yidu Huida \| Xueersi Education
SIGNIFICANT ACCOUNTING POLICIES
VAT (as a percent)		6.00%
Pengxin TAL
SIGNIFICANT ACCOUNTING POLICIES
VAT (as a percent)		6.00%
Yizhen Xuesi.
SIGNIFICANT ACCOUNTING POLICIES
VAT (as a percent)		6.00%
Online education services through www.xueersi.com
SIGNIFICANT ACCOUNTING POLICIES
VAT (as a percent)		6.00%
Minimum
SIGNIFICANT ACCOUNTING POLICIES
VAT (as a percent)		3.00%
Minimum \| Equity Securities Without Readily Determinable Fair Value
SIGNIFICANT ACCOUNTING POLICIES
Ownership percentage (as a percent)		20.00%			20.00%
Maximum
SIGNIFICANT ACCOUNTING POLICIES
VAT (as a percent)		13.00%
Maximum \| Equity Securities Without Readily Determinable Fair Value
SIGNIFICANT ACCOUNTING POLICIES
Ownership percentage (as a percent)		50.00%			50.00%

INCOME TAXES - Provision (Details) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES - Provision (Details) - USD ($) $ in Thousands	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Reconciliation of the PRC statutory tax rate to the effective tax rate
Loss before provision for income tax	$ (109,719)	$ (778,130)	$ (224,623)
PRC statutory income tax rate	25.00%	25.00%	25.00%
Income tax at statutory income tax rate	$ (27,430)	$ (194,533)	$ (56,156)
Effect of non-deductible expenses and loss and super deduction expenses	(10,200)	108,961	2,466
Effect of income tax exemptions and preferential tax rates	(47,062)	(68,090)	(98,368)
Effect of income tax rate difference in other jurisdictions	75,598	97,306	60,806
Change in valuation allowance	29,105	453,348	21,355
Income tax (benefit) / expense	$ 20,011	$ 396,992	$ (69,897)

- Definition

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

+ References + Details

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Feb. 28, 2023	Feb. 28, 2022
Accounts payable	$ 59,991	$ 89,838
Deferred revenue-current	234,889	187,718
Amounts due to related parties-current	100	205
Accrued expenses and other current liabilities	446,711	558,718
Operating lease liability, current portion	42,174	66,105
Deferred revenue-non-current	2,465	14
Deferred tax liabilities	1,563	1,680
Operating lease liability, non-current portion	115,548	175,988
VIE's
Accounts payable	53,194	84,188
Deferred revenue-current	213,239	182,337
Amounts due to related parties-current	98	173
Accrued expenses and other current liabilities	360,500	445,082
Operating lease liability, current portion	36,062	53,608
Deferred revenue-non-current	887	14
Deferred tax liabilities	1,500	992
Operating lease liability, non-current portion	$ 110,420	$ 163,163
Class A common shares
Common shares, par value (in dollars per share)	$ 0.001	$ 0.001
Common shares, shares authorized (in shares)	500,000,000	500,000,000
Common shares, shares issued (in shares)	169,122,124	166,786,023
Common shares, shares outstanding (in shares)	163,162,785	166,786,023
Class B common shares
Common shares, par value (in dollars per share)	$ 0.001	$ 0.001
Common shares, shares authorized (in shares)	500,000,000	500,000,000
Common shares, shares issued (in shares)	49,153,604	49,153,604
Common shares, shares outstanding (in shares)	49,153,604	49,153,604

ORGANIZATION AND PRINCIPAL ACTIVITIES

12 Months Ended

Feb. 28, 2023

ORGANIZATION AND PRINCIPAL ACTIVITIES

ORGANIZATION AND PRINCIPAL ACTIVITIES

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES

TAL Education Group (the “Company” or “TAL”) was incorporated in the Cayman Islands on January 10, 2008. The Company, its subsidiaries, the consolidated VIEs and VIEs’ subsidiaries and schools are collectively referred to as the “Group”.

The Group was previously engaged in the provision of high quality after-school tutoring programs (“AST”) for primary and secondary school students in the People’s Republic of China (the “PRC”) and has realigned to focus on smart learning solutions in the PRC.

On July 24, 2021, the announcement of “Opinions on Further Alleviating the Burden of Homework and After-School Tutoring for Students in Compulsory Education (the “Opinion”)” was made by the General Office of the CPC Central Committee and the General Office of the State Council. The Opinion contains guiding principles about requirements and restrictions related to after-school tutoring services, including (i) service providers in AST services on academic subjects relating to compulsory education or academic AST institutions, need to register as non-profit entity, (ii) foreign ownership in academic AST institutions are prohibited, including through contractual arrangements; (iii) listed companies are prohibited from raising capital to invest in businesses that teach academic subjects in compulsory education; (iv) relevant tutoring services on academic subjects in compulsory education are not allowed during public holidays, weekends and school breaks; and (v) academic AST institutions must follow the fee standards to be established by relevant authorities. The Opinion also provides that institutions providing after-school tutoring services on academic subjects in high schools (which do not fall within China’s compulsory education system) shall take into consideration the Opinion when conducting activities.

In compliance with the Opinion and applicable rules, regulations and measures, the Company decided in November 2021 to cease offering after-school tutoring services on academic subjects to students from kindergarten through grade nine (“K-9 Academic AST Services”) in the mainland of China by the end of December 2021. The Company has completed the cessation where the revenues from offering K-9 Academic AST Services accounted for a substantial majority of the Company’s total revenues in the fiscal years ended February 28, 2021 and 2022. The cessation of K-9 Academic AST Services in the mainland of China did not represent a discontinued operation under ASC 205-20-45 since it did not meet the definition of a component because its operations and cash flows are not separately distinguishable from the rest of the Group’s services and the cessation did not represent a strategic shift. The Company also has taken actions to restructure its business and operations, including the early termination of certain leased office spaces and learning centers, disposal of relevant leasehold improvements and electronic equipment, which are disclosed in Note 6 and 13.

Responding to the regulatory changes, the Group realigned the business focus towards enrichment learning services, and learning content solutions.

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES - continued

As of February 28, 2023, details of the Company’s major subsidiaries, VIEs and VIEs’ subsidiaries and schools are as follows:


		Place of
	Later of date of	incorporation (or	Percentage
	incorporation or	establishment)	of legal	Principal	Nature of
Name	acquisition	/operation	ownership	activities	company
TAL Holding Limited (“TAL Hong Kong”)	March 11, 2008	Hong Kong	100%	Intermediate holding company	Subsidiary
Beijing Century TAL Education Technology Co., Ltd. (“TAL Beijing”)	May 8, 2008	Beijing	100%	Software sales, and consulting service	Subsidiary
Beijing Xintang Sichuang Education Technology Co., Ltd. (“Beijing Xintang Sichuang”)	August 27, 2012	Beijing	100%	Software and network development, sales, and consulting service	Subsidiary
Pengxin TAL Industrial Investment (Shanghai) Co., Ltd. (“Pengxin TAL”)	June 26, 2014	Shanghai	100%	Investment management and consulting services	Subsidiary
Beijing Xueersi Education Technology Co., Ltd. (“Xueersi Education”)	December 31, 2005	Beijing	N/A*	Sales of educational materials and products	VIE
Beijing Xueersi Network Technology Co., Ltd. (“Xueersi Network”)	August 23, 2007	Beijing	N/A*	Technology development and educational consulting service	VIE
Xinxin Xiangrong Education Technology (Beijing) Co., Ltd. (“Xinxin Xiangrong”)	June 23, 2015	Beijing	N/A*	Technology development and educational consulting service	VIE
TAL Training School (Shanghai) Co., Ltd. (“TAL Shanghai”)	February 20, 2019	Shanghai	N/A*	Learning services	VIE’s subsidiaries and schools
TAL Education Technology (Jiangsu) Co., Ltd.(“TAL Jiangsu”)	July 4, 2018	Jiangsu	N/A*	Technology development and consulting service	VIE’s subsidiaries and schools
Shidai TAL Education Technology (Beijing) Co., Ltd.(“Shidai TAL”)	July 26, 2018	Beijing	N/A*	Technology development and consulting service	VIE’s subsidiaries and schools
Shanghai Xueersi Education Training Co., Ltd.( “Shanghai Education” )	July 2, 2009	Shanghai	N/A*	Learning services	VIE’s subsidiaries and schools
Shenzhen Xueersi Education Technology Co., Ltd. (“Shenzhen Education”)	December 22, 2009	Shenzhen	N/A*	Teaching software research and development	VIE’s subsidiaries and schools
Beijing Xueersi Technology Co., Ltd. (“Xueersi Technology” )	April 28, 2020	Beijing	N/A*	Learning services	VIE’s subsidiaries and schools

*	These entities are controlled by the Company pursuant to the contractual arrangements disclosed below.

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES - continued

The VIE arrangements

PRC laws and regulations restrict and impose conditions on foreign investment in the education business and value-added telecommunication services in China. Accordingly, the Group operates substantially all of the education business in China through the consolidated VIEs, their subsidiaries and schools.

To provide the Company the power to control and the ability to receive the expected residual returns of the VIEs and their subsidiaries and schools, the Company’s wholly owned subsidiary, TAL Beijing, entered into a series of contractual arrangements with Xueersi Education, Xueersi Network and their respective shareholders on February 12, 2009 and August 12, 2009, including exclusive business service agreements, which were superseded by the Exclusive Business Cooperation Agreement entered into on June 25, 2010. TAL Beijing also entered into a series of contractual arrangements with Xinxin Xiangrong on August 4, 2015.

The VIEs and their subsidiaries and schools hold various licenses upon which the Group’s business depends. A substantial majority of the Group’s employees who provide the Group’s services are hired by the VIEs and their subsidiaries and schools, and the VIEs and their subsidiaries and schools lease a substantial portion of the properties upon which the Group’s services are delivered. The net revenues from the VIEs and their subsidiaries and schools accounted for 84.9% of the Group’s total net revenues for the fiscal year ended February 28, 2023.

Through the contractual arrangements below, TAL Beijing has (1) the power to direct the activities of the VIEs and their subsidiaries and schools that most significantly affect their economic performance and (2) the right to receive substantially all the benefits from the VIEs and their subsidiaries and schools. It is therefore considered the primary beneficiaries of the VIEs and their subsidiaries and schools, and accordingly, the results of operations, assets and liabilities of the VIEs and their subsidiaries and schools are consolidated in the Group’s financial statements.

Series of exclusive technology support and service agreements: Pursuant to the Exclusive Business Cooperation Agreement entered into on June 25, 2010, by and among TAL Beijing, Xueersi Education, Xueersi Network, and the shareholders of Xueersi Education and Xueersi Network, TAL Beijing or its designated affiliates have the exclusive right to provide each of Xueersi Education and Xueersi Network and their subsidiaries and schools comprehensive intellectual property licensing and various technical and business support services. Pursuant to the Exclusive Business Service Agreement entered into by and among TAL Beijing, Xinxin Xiangrong and its shareholders on August 4, 2015, TAL Beijing and its designated affiliates have the exclusive right to provide Xinxin Xiangrong and its subsidiaries and schools (if any) comprehensive intellectual property licensing and various technical and business support services. The agreements are effective within the operation term of TAL Beijing, its subsidiaries and schools according to PRC Law, unless earlier terminated by mutual agreement of all parties.

1. ORGANIZATION AND PRINCIPAL ACTIVITIES - continued

The VIE arrangements – continued

The services under each of these agreements include, but are not limited to, employee training, technology development, transfer and consulting services, public relation services, market survey, research and consulting services, market development and planning services, human resource and internal information management, network development, upgrade and ordinary maintenance services, and software and trademark licensing and other additional services as the parties may mutually agree from time to time. TAL Beijing or its designated affiliates, owns the exclusive intellectual property rights developed in the performance of these agreements. As consideration for these services, TAL Beijing or its designated affiliates are entitled to charge the VIEs and VIEs’ subsidiaries and schools service fees annually or regularly, and adjust the service fee rates from time to time at their discretion.

Call option agreement: Pursuant to a call option agreement entered into on February 12, 2009, by and among TAL Beijing, Xueersi Education, Xueersi Network and the respective shareholders of Xueersi Education and Xueersi Network, the respective shareholders of Xueersi Education and Xueersi Network unconditionally and irrevocably granted TAL Beijing or its designated party an exclusive option to purchase from Xueersi Education and Xueersi Network’ shareholders, to the extent permitted under PRC law, part or all of the equity interests in Xueersi Education and Xueersi Network, as the case may be, for the minimum amount of consideration permitted by the applicable law without any other conditions.

TAL Beijing, Xinxin Xiangrong and the shareholders of Xinxin Xiangrong have entered into a call option agreement on August 4, 2015. Under each of these agreements, TAL Beijing has the sole discretion to decide when to exercise the option, and whether to exercise the option in part or in full. Unless terminated early by mutual agreement of all parties, these agreements shall remain effective until TAL Beijing exercises its purchase right to purchase all the VIEs’ equity interests according to these agreements.

Equity pledge agreement: Pursuant to the equity pledge agreements, dated on February 12, 2009, by and among TAL Beijing, Xueersi Education, Xueersi Network and the respective shareholders of Xueersi Education and Xueersi Network, and supplemental agreements, dated on June 25, 2010, by and among TAL Beijing, Xueersi Education, Xueersi Network and their respective shareholders, the respective shareholders of Xueersi Education and Xueersi Network unconditionally and irrevocably pledged all of their equity interests, including the right to receive declared dividends and the voting rights, in the Xueersi Education and Xueersi Network to TAL Beijing to guarantee Xueersi Education and Xueersi Network’s performance of their obligations under the exclusive technology support and service agreements with TAL Beijing. The shareholders of Xueersi Education and Xueersi Network agree that, without the prior written consent of TAL Beijing, they will not transfer or dispose the pledged equity interests or create or allow any encumbrance on the pledged equity interests that would prejudice TAL Beijing’s interest.

TAL Beijing, Xinxin Xiangrong and the shareholders of Xinxin Xiangrong have entered into an equity pledge agreement on August 4, 2015. These agreements are effective on the date of execution and terminate when all the secured rights under the relevant agreements, as the case may be, are completely fulfilled or terminated in accordance thereof.

1. ORGANIZATION AND PRINCIPAL ACTIVITIES - continued

The VIE arrangements - continued

Letter of Undertaking: All of the shareholders of Xueersi Education and Xueersi Network have executed a letter of undertaking to covenant with and undertake to TAL Beijing that, if, as the respective shareholders of Xueersi Education and Xueersi Network, such shareholders receive any dividends, interests, other distributions or remnant assets upon liquidation from Xueersi Education and Xueersi Network, such shareholders shall, to the extent permitted by applicable laws, regulations and legal procedures, remit all such income after payment of any applicable tax and other expenses required by laws and regulations to TAL Beijing without any compensation therefore. All of the shareholders of Xinxin Xiangrong have made similar undertakings in a letter of undertaking on August 4, 2015.

Power of attorney: The shareholders of the VIEs have executed an irrevocable power of attorney appointing TAL Beijing, as applicable, or any person designated by TAL Beijing as their attorney-in-fact to vote on their behalf on all matters of the VIEs requiring shareholder approval under PRC laws and regulations and the articles of association of each of the VIEs on August 12, 2009, August 4, 2015 and October 26, 2015, respectively. These agreements remain effective during the entire period during which they are shareholders of the VIEs.

The articles of association of each of the VIEs states that the major rights of the shareholders in a shareholders’ meeting include the power to approve the operating strategy and investment plan, elect the executive directors and approve their compensation and review and approve the annual budget and earning distribution plan. Therefore, through the irrevocable power of attorney arrangement TAL Beijing has the ability to exercise effective control over each of the VIEs respectively through shareholder votes and, through such votes, to also control the composition of the board of directors. As a result of these contractual rights, the Company has the power to direct the activities of each of the VIEs that most significantly impact their economic performance.

Spousal consent letter: The spouse of each shareholder of the VIEs has entered into a spousal consent letter to acknowledge that she is aware of, and consents to, the execution by her spouse of the call option agreement described above. Each spouse further agrees that she will not take any actions or raise any claims to interfere with the performance by her spouse of the obligations under the above mentioned agreements.

1. ORGANIZATION AND PRINCIPAL ACTIVITIES - continued

The VIE arrangements - continued

Deed of undertaking: On June 24, 2013 and July 29, 2013, the Company and Mr. Bangxin Zhang executed a deed of undertaking dated June 24, 2013 and a side letter dated July 29, 2013, respectively (collectively, the “Deed”). Pursuant to the Deed, Mr. Bangxin Zhang has irrevocably covenanted and undertaken to the Company that:

●

as long as Mr. Bangxin Zhang owns shares in the Company, whether legally or beneficially, and directly or indirectly (including shares held through Mr. Bangxin Zhang’s personal holding company Bright Unison Limited or any other company, trust, nominee or agent, if any), representing more than 50% of the aggregate voting power of the then total issued and outstanding shares of the Company;

●

Mr. Bangxin Zhang will not, directly or indirectly, (i) request or call any meeting of shareholders for the purpose of removing or replacing any of existing directors or appointing any new director, or (ii) propose any resolution at any of shareholders meetings to remove or replace any of existing directors or appoint any new director; and should any meeting of shareholders be called by the board of directors or requisitioned or called by shareholders for the purpose of removing or replacing any of the directors or appointing any new director, or if any resolution is proposed at any of shareholder meetings to remove or replace any of the directors or appoint any new director, the maximum number of votes which Mr. Bangxin Zhang will be permitted to exercise shall be equal to the total aggregate number of votes of the then total issued and outstanding shares of the Company held by all members of the Company, other than shares which are owned, whether legally or beneficially, and directly or indirectly by Mr. Bangxin Zhang, less one vote; and

●

Mr. Bangxin Zhang will not cast any votes he has as a director or shareholder (if applicable) on any resolutions or matters concerning enforcing, amending or otherwise relating to the Deed being considered or voted upon by board of directors or shareholders, as the case may be.

In the opinion of Maples and Calder (Hong Kong) LLP, the Company’s Cayman Islands legal counsel, the deed of undertaking constitutes the legal, valid and binding obligations of Mr. Bangxin Zhang, which cannot be unilaterally revoked by Mr. Bangxin Zhang, and is enforceable in accordance with its terms under existing Cayman Islands laws.

1. ORGANIZATION AND PRINCIPAL ACTIVITIES - continued

Risks in relation to the VIE structure

The Company believes that TAL Beijing’s contractual arrangements with the VIEs and their respective subsidiaries, schools and shareholders are in compliance with PRC law and are legally enforceable. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce these contractual arrangements. If the legal structure and contractual arrangements were found to be in violation of any existing PRC laws and regulations, the Group would be subject to fines or potential actions by the relevant PRC regulatory authorities with broad discretions, which could include:

●

revoke the Group’s business and operating licenses;

●

require the Group to discontinue or restrict its operations;

●

limit the Group’s business expansions in China by way of entering into contractual arrangements;

●

restrict the Group’s right to collect revenues;

●

impose fines;

●

confiscate any of our income that is deemed to be obtained through illegal operations;

●

block the Group’s websites or mobile apps;

●

require the Group to restructure the operations in such ways as to compel the Group to establish a new enterprise, re-apply for the necessary licenses or permits, or relocate its businesses, staff and assets;

●

restrict or prohibit the Group’s use of the proceeds from overseas offering to finance our PRC subsidiaries’ or the VIEs’ or VIE Subsidiaries’ business and operations;

●

impose additional conditions or requirements with which the Group may not be able to comply; and

●

take other regulatory or enforcement actions against the Group that could be detrimental to its business.

The imposition of any of these penalties could result in a material adverse effect on the Company’s ability to conduct the Group’s business. In addition, if the imposition of any of these penalties causes the Company to lose the rights to direct the activities of the VIEs, and the VIEs’ subsidiaries and schools, or the right to receive their economic benefits, the Company would no longer be able to consolidate the VIEs, and the VIEs’ subsidiaries and schools. The Company does not believe that any penalties imposed or actions taken by the PRC government would result in the liquidation or dissolution of the Company, TAL Beijing, or the VIEs and their respective subsidiaries and schools.

The four legal owners of Xueersi Education and Xueersi Network are Mr. Bangxin Zhang, Mr. Yachao Liu, Mr. Yunfeng Bai, and Mr. Yundong Cao, and the three legal owners of Xinxin Xiangrong are Mr. Bangxin Zhang, Mr. Yachao Liu and Mr. Yunfeng Bai. Mr. Bangxin Zhang, Mr. Yachao Liu and Mr. Yunfeng Bai are shareholders and directors or officers of TAL Education Group. Xueersi Education is a VIE of the Group. The interests of Mr. Bangxin Zhang, Mr. Yachao Liu, Mr. Yunfeng Bai and Mr. Yundong Cao as beneficial owners of Xueersi Education, Xueersi Network and Xinxin Xiangrong may differ from the interests of the Group as a whole, since these parties’ respective equity interests in Xueersi Education, Xueersi Network and Xinxin Xiangrong may conflict with their respective equity interests in the Group. When conflicts of interest arise, it is possible that any or all of these individuals may not act in the best interests of the Group, and such conflicts may not be resolved in the Group’s favor. In addition, these individuals may breach, or cause Xueersi Education, Xueersi Network and Xinxin Xiangrong, their subsidiaries and schools to breach, or refuse to renew, the existing contractual arrangements the Group has with them and Xueersi Education, Xueersi Network and Xinxin Xiangrong, their subsidiaries and schools. Other than the aforementioned deed of undertaking the Group entered with Mr. Bangxin Zhang, the Group currently does not have any arrangements to address potential conflicts of interest between these individuals and the Company. To a large extent, the Group relies on the legal owners of Xueersi Education, Xueersi Network and Xinxin Xiangrong to abide by the laws of the Cayman Islands and China, which provide that directors and officers owe a fiduciary duty to the Company that requires them to act in good faith and in the best interests of the Company and not to use their positions for personal gains. If the Group cannot resolve any conflict of interest or dispute between it and these individuals, the Group would have to rely on legal proceedings, which could result in disruption of its business and subject it to substantial uncertainty as to the outcome of any such legal proceedings.

1. ORGANIZATION AND PRINCIPAL ACTIVITIES - continued

The VIE arrangements

The following consolidated financial statement balances and amounts of the Company’s VIEs and their subsidiaries and schools, were included in the accompanying consolidated financial statements after the elimination of intercompany balances and transactions amongst the Company, its subsidiaries, the VIEs and VIEs’ subsidiaries and schools in the Group.


	As of February 28,		As of February 28,
	2022		2023

Cash and cash equivalents	$	359,208	$	331,081
Other current assets		276,804		234,186

Total current assets		636,012		565,267

Property and equipment, net		206,030		238,898
Other non-current assets		883,759		619,221

Total assets		1,725,801		1,423,386

Deferred revenue-current		182,337		213,239
Other current liabilities		583,051		449,854

Total current liabilities		765,388		663,093

Total non-current liabilities		164,169		112,807

Total liabilities	$	929,557	$	775,900

1. ORGANIZATION AND PRINCIPAL ACTIVITIES - continued

The VIE arrangements – continued


	For the year ended		For the year ended		For the year ended
	February 28,		February 28,		February 28,
	2021		2022		2023

Net revenues	$	4,244,907	$	4,193,212	$	865,846
Net income	$	488,866	$	186,848	$	206,431

For the years ended February 28, 2021,2022 and 2023, for all of the VIEs and VIEs’ subsidiaries, excluding inter-company transactions:


	For the year ended		For the year ended		For the year ended
	February 28,		February 28,		February 28,
	2021		2022		2023

Net cash provided by operating activities	$	727,661	$	117,350	$	170,478
Net cash used in investing activities	$	(224,235)	$	(194,349)	$	(76,209)
Net cash used in financing activities	$	(3,518)	$	—	$	—

1. ORGANIZATION AND PRINCIPAL ACTIVITIES - continued

The VIE arrangements – continued

As of February 28, 2021,2022 and 2023, the balance of the amount payable by the VIEs and their subsidiaries and schools to TAL Beijing or its designated affiliates related to the service fees was $417,544, $752,200 and $532,323, respectively, and was eliminated upon consolidation. There are no consolidated VIEs’ assets that are collateral for the VIEs’ obligations and can only be used to settle the VIEs’ obligation.

Relevant PRC laws and regulations restrict the VIEs from transferring a portion of their net assets, equivalent to the balance of their paid-in capital and statutory reserve, to the Company in the form of loans and advances or cash dividends. Please refer to Note 21 for disclosure of restricted net assets.

LAND USE RIGHTS, NET

12 Months Ended

Feb. 28, 2023

LAND USE RIGHTS, NET

LAND USE RIGHTS, NET

7. LAND USE RIGHTS, NET

Land use rights, net, consisted of the following:


	As of		As of
	February 28,		February 28,
	2022		2023

Land use rights	$	207,657	$	207,657
Less: accumulated amortization		(11,749)		(15,985)

Add: foreign exchange difference		21,800		2,206

Land use rights, net	$	217,708	$	193,878

The Group acquired two land use rights. The first one was at total cost of approximately RMB92 million for approximately 83,025 square meters of land in Zhenjiang, Jiangsu on March 19, 2019, for the development of office space. The second one was acquired at RMB1,360 million for approximately 28,600 square meters of land in Beijing on July 8, 2019, for the development of office space.

According to land use right policy in the PRC, the Group has a 50-year use right over the land in Zhenjiang and in Beijing, which is used as the basis for amortization.

Amortization expense for land use rights for the year ended February 28, 2022 and 2023, were $4,600 and $4,256, respectively. The Group expects to recognize $4,231 in amortization expense for each of the next five years and $172,723 thereafter.

SHORT-TERM INVESTMENTS

12 Months Ended

Feb. 28, 2023

SHORT-TERM INVESTMENTS

SHORT-TERM INVESTMENTS

4. SHORT-TERM INVESTMENTS

Short-term investments consisted of the following:


	As of		As of
	February 28,		February 28,
	2022		2023

Held-to-maturity investments ⁽¹⁾	$	580,352	$	276,288
Variable-rate financial instruments ⁽²⁾		150,000		793,275
Available-for-sale securities⁽³⁾		340,183		80,044

	$	1,070,535	$	1,149,607

(1)

(2)

(3)

PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	Feb. 28, 2023	Feb. 28, 2022
PROPERTY AND EQUIPMENT, NET
Property and equipment, gross	$ 423,891	$ 526,774
Less: accumulated depreciation	(125,562)	(215,589)
Less: accumulated impairment loss	(9,452)	(29,959)
Property and equipment, net	288,877	281,226
Building
PROPERTY AND EQUIPMENT, NET
Property and equipment, gross	59,987	65,922
Leasehold improvement
PROPERTY AND EQUIPMENT, NET
Property and equipment, gross	50,126	115,760
Computer, network equipment and software
PROPERTY AND EQUIPMENT, NET
Property and equipment, gross	96,162	173,685
Vehicles
PROPERTY AND EQUIPMENT, NET
Property and equipment, gross	810	899
Office equipment and furniture
PROPERTY AND EQUIPMENT, NET
Property and equipment, gross	6,627	19,071
Construction in progress
PROPERTY AND EQUIPMENT, NET
Property and equipment, gross	$ 210,179	$ 151,437

PREPAID EXPENSES AND OTHER CURRENT ASSETS - Additional information (Details) - Loans to employees	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022
Service requirement to qualify for (in years)	3 years	3 years
Debt instrument term (in years)	4 years	4 years

SHARE-BASED COMPENSATION - Options (Details) - Share options - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022
SHARE-BASED COMPENSATION
Number of shares, Outstanding	466,425
Number of shares, Granted	579,661
Number of shares, Exercised	26,092
Number of shares, Outstanding	1,019,994	466,425
Number of shares, Vested and expected to vest	1,019,994
Number of shares, Exercisable	390,008
Weighted average exercise price, Outstanding	$ 20.00
Weighted average exercise price, Granted	1.54
Weighted average exercise price, Exercised	6.41
Weighted average exercise price, Outstanding	9.88	$ 20.00
Weighted average exercise price, Vested and expected to vest	9.88
Weighted average exercise price, Exercisable	$ 17.67
Aggregate average remaining contractual life (Years), Outstanding	7 years 8 months 1 day	6 years 6 months 14 days
Aggregate average remaining contractual life (Years), Vested and expected to vest	7 years 8 months 1 day
Aggregate average remaining contractual life (Years), Exercisable	5 years 8 months 23 days
Aggregate intrinsic value, Outstanding	$ 14,898	$ 1,049
Aggregate intrinsic value, Vested and expected to vest	14,898
Aggregate intrinsic value, Exercisable	$ 3,859

LONG-TERM INVESTMENTS (Tables)

12 Months Ended

Feb. 28, 2023

LONG-TERM INVESTMENTS

Schedule of long-term investments


	As of		As of
	February 28,		February 28,
	2022		2023

Equity securities with readily determinable fair values
BabyTree Inc. (“BabyTree”) ⁽¹⁾		14,606		5,890
Other investments		2,117		—

Equity securities without readily determinable fair values
Xiamen Meiyou Information and Technology Co., Ltd. (“Xiamen Meiyou”) ⁽²⁾		52,158		47,463
Other investments ⁽³⁾		52,126		40,234

Equity method investments
Long-term investment in third-party technology companies ⁽⁴⁾		79,700		65,623

Fair value option investment
Long-term investment in a third-party technology company		316		288
Other investments ⁽⁵⁾		17,419		92,500

Available-for-sale investments
Ximalaya Inc. (“Ximalaya“) ⁽⁶⁾		59,326		41,657
Other investments ⁽⁷⁾		74,708		64,730

Held-to-maturity investments ⁽⁸⁾		62,011		94,990

Total	$	414,487	$	453,375

(1)

In fiscal year 2021, 2022 and 2023, the stock price of BabyTree declined, and accordingly the Group recognized loss of $3,229, $8,887 and $8,624, respectively, due to the fair value change.

(2)

(3)

(4)

The Group recorded $11,471, $24,484 and nil impairment loss for its equity method investments during the fiscal years ended February 28, 2021,2022 and 2023, respectively.

(5)

(6)

(7)

(8)

SHORT-TERM INVESTMENTS - Additional information (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
SHORT-TERM INVESTMENTS
Fair value and recognized fair value	$ 15,395	$ (16,854)	$ (1,032)
Minimum
SHORT-TERM INVESTMENTS
Maturity period of investments	3 months	3 months
Maximum
SHORT-TERM INVESTMENTS
Maturity period of investments	12 months	12 months

MAINLAND CHINA CONTRIBUTION PLAN

12 Months Ended

Feb. 28, 2023

MAINLAND CHINA CONTRIBUTION PLAN

MAINLAND CHINA CONTRIBUTION PLAN

20. MAINLAND CHINA CONTRIBUTION PLAN

Full time employees of the Group in the PRC participate in a government-mandated multi-employer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. The PRC labor regulations require the Group to accrue for these benefits based on certain percentages of the employees’ salaries. Total provisions for such employee benefits were $289,416, $323,292 and $99,349 for the years ended February 28, 2021, 2022 and 2023, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 55
-Paragraph 17
-URI https://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section S99
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=21916913&loc=d3e273930-122802

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(i)
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+ Details

MAINLAND CHINA CONTRIBUTION PLAN (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
MAINLAND CHINA CONTRIBUTION PLAN
Contribution plan	$ 99,349	$ 323,292	$ 289,416

BUSINESS ACQUISITION - Pro forma (Details) - Acquisitions fiscal 2021 - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Feb. 28, 2021	Feb. 29, 2020
BUSINESS ACQUISITION
Pro forma net revenues	$ 4,516,022	$ 3,376,955
Pro forma net loss attributable to TAL Education Group	$ (119,780)	$ (173,199)
Pro forma net loss per share - basic	$ (0.59)	$ (0.87)
Pro forma net loss per share - diluted	$ (0.59)	$ (0.87)

LEASES

12 Months Ended

Feb. 28, 2023

LEASES

LEASES

13. LEASES

The Group has operating leases for learning centers, service centers and office spaces. Certain leases include renewal options and/or termination options, which are factored into the Group’s determination of lease payments when appropriate.

Certain leases were terminated before the expiration of the lease term due to the cessation of K-9 Academic AST Services during the year 2022 and 2023, and the relevant right-of-use asset, at the carrying amount totally at $1,145,222 and $57,729, and the corresponding lease liability were derecognized upon the effectiveness of the early termination.

Operating lease cost for the years ended February 28, 2021,2022 and 2023 were $431,976, $305,619 and $65,750, respectively, which excluded cost of short-term contracts. Short-term lease cost for the years ended February 28, 2021,2022 and 2023 were $1,319, $2,425 and $267, respectively.

As of February 28, 2022 and 2023, the weighted average remaining lease term were 5.2 years and 5.0 years, respectively, and weighted average discount rate were 5.1% and 5.2% for the Group’s operating leases, respectively.

Supplemental cash flow information of the leases were as follows:


	For the year ended,		For the year ended,
	February 28,		February 28,
	2022		2023
Cash payments for operating leases	$	335,659	$	50,347
Right-of-use assets obtained in exchange for operating lease liabilities		474,965		57,607

13. LEASES-continued

The following is a maturity analysis of the annual undiscounted cash flows for lease liabilities as of February 28, 2023:


	As of February 28,
Fiscal year ending	2023

February 2024	$	44,089
February 2025		40,479
February 2026		30,261
February 2027		22,251
February 2028		17,239
Thereafter		33,825

Total future lease payments	$	188,144
Less: Imputed interest		(30,422)

Present value of operating lease liabilities	$	157,722

As of February 28, 2023, the Group has lease contracts that has been entered into but not yet commenced amounted to $8,653, and these contracts will commence during fiscal year 2024.

LONG-TERM PREPAYMENTS AND OTHER NON-CURRENT ASSETS (Details) - USD ($) $ in Thousands	Feb. 28, 2023	Feb. 28, 2022
LONG-TERM PREPAYMENTS AND OTHER NON-CURRENT ASSETS
Loan to employees	$ 332	$ 566
Other non-current assets	5,202	4,852
Long-term prepayments and other non-current assets	$ 5,534	$ 5,418

INCOME TAXES

12 Months Ended

Feb. 28, 2023

INCOME TAXES

INCOME TAXES

14. INCOME TAXES

Cayman Islands

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation.

Hong Kong

TAL Hong Kong is established in Hong Kong and have been subject to a two-tiered income tax rate for taxable income earned in Hong Kong effectively since April 1, 2018. The first 2 million Hong Kong dollars of profits earned by a company are subject to be taxed at an income tax rate of 8.25%, while the remaining profits will continue to be taxed at the existing tax rate of 16.5%, and each group of connected entities can nominate only one entity to benefit from the two-tiered tax rate. The provision for Hong Kong profits tax in the consolidated financial statements was immaterial for the years ended February 28, 2021, 2022 and 2023.

PRC

Effective from January 1, 2008, a new Enterprise Income Tax Law, or (“the New EIT Law”), combined the previous income tax laws for foreign invested and domestic invested enterprises in the PRC by the adoption of a unified tax rate of 25% for most enterprises with the following exceptions.

TAL Beijing was qualified as a High and New Technology Enterprises (“HNTE”) and was accordingly entitled to a preferential tax rate of 15% from calendar years 2014 through 2022 and is expected to be subject to an EIT rate of 15% as long as it maintains its status as an HNTE. TAL Beijing applied for Key Software Enterprise status for calendar year 2018 and 2019 and was approved which entitled TAL Beijing to enjoy the preferential tax rate of 10%. Accordingly, TAL Beijing applied 15% for calendar years 2020 through 2022 as an HNTE. TAL Beijing is in the process of renew its qualification of HNTE and is expected to be subject to an EIT rate of 15% for 2023 as long as it maintains its status as an HNTE.

14. INCOME TAXES - continued

PRC - continued

Yidu Huida was qualified as an HNTE and was accordingly entitled to a preferential tax rate of 15% from calendar years 2015 through 2022. Yidu Huida applied and qualified for Key Software Enterprise status for calendar year 2016, 2017, 2018 and 2019 which entitled Yidu Huida to enjoy the preferential tax rate of 10%. Accordingly, Yidu Huida applied 10% for calendar year 2016 to 2019 under the qualification of Key Software Enterprise and 15% for calendar years 2020 and 2021. For calendar year 2022, Yidu Huida is subject to EIT rate of 25%.

Beijing Xintang Sichuang was qualified as an HNTE and entitled to a preferential tax rate of 15% from calendar years 2014 through 2022 and is expected to be subject to an EIT rate of 15% as long as it maintains its status as an HNTE. Beijing Xintang Sichuang later applied and was qualified for Key Software Enterprise status for calendar year 2018 and 2019 and entitled to enjoy the preferential tax rate of 10%. Accordingly, Beijing Xintang Sichuang applied 15% for calendar years 2020 through 2022 as an HNTE. Beijing Xintang Sichuang is in the process of renew its qualification of HNTE and is expected to be subject to an EIT rate of 15% for 2023 as long as it maintains its status as an HNTE.

Beijing Yinghe Youshi Technology Co., Ltd. (“Yinghe Youshi”) was also qualified as an HNTE and was accordingly entitled to a preferential tax rate of 15% from calendar years 2016 through 2021. For calendar year 2022, Yinghe Youshi is subject to EIT rate of 25%.

Yizhen Xuesi was qualified as “Newly Established Software Enterprise” in calendar year 2017 and therefore it was entitled to a two-year exemption from EIT and a further reduction of tax rate to 12.5% from calendar years 2019 through 2021. For calendar years 2022, Yizhen Xuesi was subject to EIT rate of 25%.

Beijing Lebai Information Consulting Co., Ltd. (“Lebai Information”) was qualified as “Newly Established Software Enterprise” in calendar year 2018 and therefore it was entitled to a two-year exemption from EIT and a further reduction of tax rate to 12.5% from calendar years 2020 and 2021. For calendar year 2022, Lebai Information is subject to EIT rate of 25%.

Provision (benefits) for income tax consisted of the following:


	For the year ended		For the year ended		For the year ended
	February 28,		February 28,		February 28,
	2021		2022		2023

Current
- PRC income tax expenses	$	161,488	$	93,224	$	19,894
Deferred
- PRC income tax expenses		(231,385)		303,768		117

Total	$	(69,897)	$	396,992	$	20,011

14. INCOME TAXES – continued

PRC - continued

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Group’s deferred tax assets and liabilities were as follows:


	As of		As of
	February 28,		February 28,
	2022		2023
Deferred tax assets:
Advertising expense and prepaid rental		252,996		194,423
Property and equipment		6,893		2,988
Impairment loss on long-term investments		46,000		41,412
Others		21,939		45,927
Tax losses carry-forward		249,134		323,066
Less: valuation allowance		(570,215)		(601,843)

Deferred tax assets, net	$	6,747	$	5,973

Deferred tax liabilities:
Intangible assets		184		57
Property and equipment		924		—
Others		572		1,506

Deferred tax liabilities	$	1,680	$	1,563

As of February 28, 2023, the Group had operating loss carry-forward of $1,345,525 from entities in the PRC to offset the future tax profit for five years, and the period was extended to ten years for entities which were qualified as HNTE in calendar year 2018 and thereafter. The Company operates its business through its subsidiaries, the VIEs and VIEs’ subsidiaries and schools. The Group does not file combined or consolidated tax returns, therefore, losses from individual subsidiaries or the VIEs and their subsidiaries and schools may not be used to offset other subsidiaries’ or VIEs’ earnings within the Group. Valuation allowance is considered on each individual subsidiary and VIE basis. Valuation allowance of $570,215 and $601,843 was recorded as of February 28, 2022 and 2023, respectively, in respect of certain deferred tax assets as it is considered more likely than not that the relevant deferred tax assets will not be realized in the foreseeable future.

Under U.S. GAAP, a deferred tax liability should be recorded for taxable temporary differences attributable to the excess of financial reporting amounts over tax basis amounts, including those differences attributable to a more than 50% interest in a domestic subsidiary. However, recognition is not required in situations where the tax law provides a means by which the reported amount of that investment can be recovered tax-free and the enterprise expects that it will ultimately use that means. The Company has not recorded any such deferred tax liability attributable to the undistributed earnings of its financial interest in VIEs because it believes such excess earnings can be distributed in a manner that would not be subject to income tax.

14. INCOME TAXES – continued

PRC - continued

The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. The Group has concluded that there are no significant uncertain tax positions requiring recognition in financial statements for the years ended February 28, 2021, 2022 and 2023. The Group did not incur any significant interest and penalties related to potential underpaid income tax expenses and also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months. The Group has no material unrecognized tax benefits which would favorably affect the effective income tax rate in future years.

According to the PRC Tax Administration and Collection Law, the tax authority may require the taxpayer or the withholding agent to make delinquent tax payment within three years if the underpayment of taxes is resulted from the tax authority’s act or error. No late payment surcharge will be assessed under such circumstances. The statute of limitation will be three years if the underpayment of taxes is due to the computational errors made by the taxpayer or the withholding agent. Late payment surcharge will be assessed in such case. The statute of limitation will be extended to five years under special circumstances which are not clearly defined (but an underpayment of tax liability exceeding RMB0.1 million is specifically listed as a “special circumstance”). The statute of limitation for transfer pricing related issue is ten years. There is no statute of limitation in the case of tax evasion. Therefore, the Group is subject to examination by the PRC tax authorities based on the above.

Reconciliation between the provision for income taxes computed by applying the PRC EIT rates of 25% in fiscal year 2021, 2022 and 2023 to income before provision for income tax and the actual provision for income tax was as follows:


	For the year ended			For the year ended			For the year ended
	February 28,			February 28,			February 28,
	2021			2022			2023

Loss before provision for income tax	$	(224,623)		$	(778,130)		$	(109,719)
PRC statutory income tax rate		25	%		25	%		25	%

Income tax at statutory income tax rate		(56,156)			(194,533)			(27,430)
Effect of non-deductible expenses and loss and super deduction expenses		2,466			108,961			(10,200)
Effect of income tax exemptions and preferential tax rates		(98,368)			(68,090)			(47,062)
Effect of income tax rate difference in other jurisdictions		60,806			97,306			75,598
Change in valuation allowance		21,355			453,348			29,105

Income tax (benefit) / expense	$	(69,897)		$	396,992		$	20,011

14. INCOME TAXES – continued

PRC - continued

If Yidu Huida, TAL Beijing, Beijing Xintang Sichuang, Yinghe Youshi, Lebai Information and Yizhen Xuesi did not enjoy income tax exemptions and preferential tax rates for the years ended February 28, 2021, 2022 and if Yidu Huida, TAL Beijing, Beijing Xintang Sichuang and Yizhen Xuesi did not enjoy income tax exemptions and preferential tax rates for the years ended February 28, 2023, the increase in income tax expenses and the net loss per share amounts would be as follows:


	For the year ended		For the year ended		For the year ended
	February 28,		February 28,		February 28,
	2021		2022		2023

Increase in income tax expenses	$	98,368	$	68,090	$	47,062
Net loss per common share-basic	$	(1.05)	$	(5.61)	$	(0.86)
Net loss per common share-diluted	$	(1.05)	$	(5.61)	$	(0.86)

New EIT Law includes a provision specifying that legal entities organized outside of the PRC will be considered residents for Chinese Income tax purposes if the place of effective management or control is within the PRC. The implementation rules to the New EIT Law provide that non-resident legal entities will be considered PRC residents if substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc., occurs within the PRC. Despite the present uncertainties resulting from the limited PRC tax guidance on the issue, the Group does not believe that the legal entities organized outside of the PRC within the Group should be treated as residents for PRC EIT law purposes. If the PRC tax authorities subsequently determine that the Company and its subsidiaries registered outside the PRC should be deemed a resident enterprise, the Company and its subsidiaries registered outside the PRC will be subject to the PRC income tax at a rate of 25% with the statute which is subject to the determination by PRC tax authorities.

If the Company were to be non-resident for PRC tax purpose, dividends paid to it out of profits earned after January 1, 2008 would be subject to a withholding tax. In the case of dividends paid by PRC subsidiaries, the withholding tax would be 10%.

The Chinese tax authorities clarified that distributions made out of earnings prior to but distributed after January 1, 2008 will not be subject to withholding tax. The aggregate undistributed earnings of the Company’s subsidiaries, VIEs and VIEs’ subsidiaries and schools located in the PRC that are available for distribution are $3,112,055 and $2,776,339 as of February 28, 2022 and 2023, respectively. Upon distribution of such earnings, the Company will be subject to PRC taxes, the amount of which is impractical to estimate. The Company did not record any withholding tax on any of the aforementioned undistributed earnings because it intends to permanently reinvest all earnings in China and the aforementioned subsidiaries do not intend to declare dividends to the Company.

- Definition

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

+ References

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

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

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section 50
-Paragraph 17
-Subparagraph (b)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: 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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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/extlink&oid=120395691&loc=d3e23780-122690

+ Details

ORGANIZATION AND PRINCIPAL ACTIVITIES - Financial information (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Balance Sheet
Cash and cash equivalents	$ 2,021,927	$ 1,638,189
Other current assets	8,235	8,069
Total current assets	3,468,407	3,629,376
Property and equipment, net	288,877	281,226
Other non-current assets	5,202	4,852
Total assets	4,724,354	5,082,528
Deferred revenue-current	234,889	187,718
Other current liabilities	26,752	45,870
Total current liabilities	783,865	902,584
Total liabilities	903,441	1,080,266
Income And Cash Flow Statement
Net revenues	1,019,772	4,390,907	$ 4,495,755
Net income	(131,978)	(1,164,335)	(143,050)
Net cash provided by operating activities	7,358	(939,184)	954,732
Net cash used in investing activities	(301,626)	1,368,716	(2,641,469)
Net cash used in financing activities	(66,184)	(2,766,679)	4,794,813
VIE's
Balance Sheet
Cash and cash equivalents	331,081	359,208
Other current assets	234,186	276,804
Total current assets	565,267	636,012
Property and equipment, net	238,898	206,030
Other non-current assets	619,221	883,759
Total assets	1,423,386	1,725,801
Deferred revenue-current	213,239	182,337
Other current liabilities	449,854	583,051
Total current liabilities	663,093	765,388
Total non-current liabilities	112,807	164,169
Total liabilities	775,900	929,557
Income And Cash Flow Statement
Net revenues	865,846	4,193,212	4,244,907
Net income	206,431	186,848	488,866
VIEs and VIEs' subsidiaries, excluding inter-company transactions
Income And Cash Flow Statement
Net cash provided by operating activities	170,478	117,350	727,661
Net cash used in investing activities	$ (76,209)	$ (194,349)	(224,235)
Net cash used in financing activities			$ (3,518)

SHARE-BASED COMPENSATION - Non- vested shares granted (Details) - $ / shares	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Non-vested shares - service condition
Number of non-vested shares
Outstanding at the beginning of the period (in shares)	8,234,467
Granted (in shares)	2,891,157	5,685,826	1,737,898
Forfeited (in shares)	1,343,851
Vested (in shares)	2,179,432
Outstanding at the end of the period (in shares)	7,602,341	8,234,467
Weighted average grant date fair value
Outstanding at the beginning of the period (in dollars per share)	$ 50.55
Granted (in dollars per share)	11.16
Forfeited (in dollars per share)	43.59
Vested (in dollars per share)	52.33
Outstanding at the end of the period (in dollars per share)	$ 36.29	$ 50.55
Non-vested shares - performance condition
Number of non-vested shares
Outstanding at the beginning of the period (in shares)	359,149
Granted (in shares)	7,079
Forfeited (in shares)	52,238
Vested (in shares)	130,577
Outstanding at the end of the period (in shares)	183,413	359,149
Weighted average grant date fair value
Outstanding at the beginning of the period (in dollars per share)	$ 164.42
Granted (in dollars per share)	195.51
Forfeited (in dollars per share)	179.43
Vested (in dollars per share)	154.37
Outstanding at the end of the period (in dollars per share)	$ 168.50	$ 164.42

LEASES (Tables)

12 Months Ended

Feb. 28, 2023

LEASES

Schedule of Supplemental information of the leases


	For the year ended,		For the year ended,
	February 28,		February 28,
	2022		2023
Cash payments for operating leases	$	335,659	$	50,347
Right-of-use assets obtained in exchange for operating lease liabilities		474,965		57,607

Schedule of Maturity analysis for operating lease liabilities


	As of February 28,
Fiscal year ending	2023

February 2024	$	44,089
February 2025		40,479
February 2026		30,261
February 2027		22,251
February 2028		17,239
Thereafter		33,825

Total future lease payments	$	188,144
Less: Imputed interest		(30,422)

Present value of operating lease liabilities	$	157,722

LOAN FACILITIES (Details) - PRC Bank ¥ in Millions	1 Months Ended
LOAN FACILITIES (Details) - PRC Bank ¥ in Millions	Dec. 31, 2022 CNY (¥)
LOAN FACILITIES
Loan facilities	¥ 400
Term (in years)	2 years
Effective drawdown period	12 months

SEGMENT INFORMATION (Details)	12 Months Ended
SEGMENT INFORMATION (Details)	Feb. 28, 2023 segment
SEGMENT INFORMATION
Operating segments	1
Reporting segments	1

LONG-TERM PREPAYMENTS AND OTHER NON-CURRENT ASSETS

12 Months Ended

Feb. 28, 2023

LONG-TERM PREPAYMENTS AND OTHER NON-CURRENT ASSETS

LONG-TERM PREPAYMENTS AND OTHER NON-CURRENT ASSETS

9. LONG-TERM PREPAYMENTS AND OTHER NON-CURRENT ASSETS

Long-term prepayments and other non-current assets consisted of the following:


	As of		As of
	February 28,		February 28,
	2022		2023

Loan to employees ⁽¹⁾		566		332
Other non-current assets ⁽²⁾		4,852		5,202

	$	5,418	$	5,534

(1)

Please see Note 5(5) for details of loan to employees.

(2)

As of February 28, 2022 and 2023, other non-current assets were primarily made up of long-term service fees.

The Group recognized $21,393 and $8,600 impairment loss of long-term prepayments and other non-current assets during the fiscal year ended February 28, 2022 and 2023, respectively.

STATUTORY RESERVES AND RESTRICTED NET ASSETS

12 Months Ended

Feb. 28, 2023

STATUTORY RESERVES AND RESTRICTED NET ASSETS

STATUTORY RESERVES AND RESTRICTED NET ASSETS

21. STATUTORY RESERVES AND RESTRICTED NET ASSETS

As stipulated by the relevant PRC laws and regulations, PRC entities are required to make appropriations from net income as determined in accordance with the PRC GAAP to non-distributable statutory reserve, which includes a statutory surplus reserve and a statutory welfare reserve (the “reserve fund”), and a development fund. The PRC laws and regulations require that annual appropriations of 10% of after-tax income should be set aside prior to payments of dividends as statutory surplus reserve until the balance reaches 50% of the PRC entity registered capital.

In the private school sector, the PRC laws and regulations require that certain amount should be set aside as development fund prior to payments of dividends. In the case of for-profit private school, this amount should be no less than 10% of the audited annual net income of the school, while in the case of a non-profit private school, this amount should be no less than 10% of audited annual increase in the non-restricted net assets of the school, if any.

The statutory reserve may be applied against prior year losses, if any, and may be used for general business expansion and production or increase in registered capital of the entities. For the years ended February 28, 2022 and 2023, the Group made apportions of $40,489 and reversed $802 to the statutory surplus reserve, respectively, and reversed $7,412 and made $6,793 to the development fund, respectively.

As a result of these PRC laws and regulations and the requirement that distribution by PRC entities can only be paid out of distributable profits computed in accordance with PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Group. Amounts restricted include paid-in capital and the statutory reserve of the Company’s PRC subsidiaries, the VIEs and VIEs’ subsidiaries and schools. As of February 28, 2022 and 2023, paid-in capital balance of such entities was $789,132 and $694,817, respectively, and statutory reserve balance was $154,362 and $160,353, respectively. The total of restricted net assets as of February 28, 2022 and 2023 was therefore $943,494 and $855,170, respectively.

FAIR VALUE- Rollforward (Details) - USD ($) $ in Thousands	12 Months Ended
FAIR VALUE- Rollforward (Details) - USD ($) $ in Thousands	Feb. 28, 2023	Feb. 28, 2022
FAIR VALUE
Balance at the beginning	$ 134,350	$ 369,449
Purchases	6,845	13,616
Disposal	(8,710)	(2,219)
Changes in fair value	$ (16,752)	$ (41,698)
Fair Value, Asset, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Other than Temporary Impairment Losses, Investments	Other than Temporary Impairment Losses, Investments
Impairment loss	$ (6,495)	$ (204,807)
Foreign exchange difference	(3,504)	9
Transfer in due to reclassification	941
Balance at the end	$ 106,675	$ 134,350

SIGNIFICANT ACCOUNTING POLICIES - Property and equipment, net (Details)	12 Months Ended
	Feb. 28, 2023
Building \| Minimum
SIGNIFICANT ACCOUNTING POLICIES
Useful life (in years)	35 years
Building \| Maximum
SIGNIFICANT ACCOUNTING POLICIES
Useful life (in years)	64 years
Computer, network equipment and software
SIGNIFICANT ACCOUNTING POLICIES
Useful life (in years)	3 years
Vehicles \| Minimum
SIGNIFICANT ACCOUNTING POLICIES
Useful life (in years)	4 years
Vehicles \| Maximum
SIGNIFICANT ACCOUNTING POLICIES
Useful life (in years)	5 years
Office equipment and furniture \| Minimum
SIGNIFICANT ACCOUNTING POLICIES
Useful life (in years)	3 years
Office equipment and furniture \| Maximum
SIGNIFICANT ACCOUNTING POLICIES
Useful life (in years)	5 years

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Feb. 28, 2023

COMMITMENTS AND CONTINGENCIES

Schedule of future minimum payments under non-cancellable operating leases

Future minimum payments under non-cancelable agreements for property management fees as of February 28, 2023 were as follows:


Fiscal year ending
February 2024	$	5,177
February 2025		4,241
February 2026		2,654
February 2027		2,261
February 2028		1,855
Thereafter		4,239

Total	$	20,427

RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Feb. 28, 2023

RELATED PARTY TRANSACTIONS

Schedule of related party transactions

Balances:


	As of		As of
	February 28,		February 28,
	2022		2023

Amounts due from related parties-current ⁽ⁱ⁾	$	919	$	423
Amounts due from related parties-non-current ⁽ⁱ⁾	$	77	$	—
Amounts due to related parties-current ⁽ⁱⁱ⁾	$	205	$	100

Transactions:


	For the year ended		For the year ended		For the year ended
	February 28,		February 28,		February 28,
	2021		2022		2023

Services fees	$	3,745	$	2,948	$	299
Other revenue	$	1,680	$	1,295	$	339
Purchase of equipment	$	804	$	581	$	—

(i)

The amounts due from related parties represent loans and prepayments to certain investees for service fees.

In fiscal year 2021, 2022 and 2023, the Group recorded $16,087, $2,135 and $293 impairment loss on the amounts due from related parties.

(ii)

The amounts due to related parties primarily related to service fees payable to related parties.

SEGMENT INFORMATION

12 Months Ended

Feb. 28, 2023

SEGMENT INFORMATION

SEGMENT INFORMATION

19. SEGMENT INFORMATION

The Group’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer. The CODM currently regularly reviews the consolidated financial results of the Group. Therefore, the Group has one single operating and reportable segment. Substantially all of the Group’s long-lived assets are located in the PRC and substantially all of the Group’s revenues are derived from PRC.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI https://asc.fasb.org/topic&trid=2134510

+ Details

LEASES - Supplemental in formation of leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
LEASES
Carrying amount Right-of-use Asset	$ 57,729	$ 1,145,222
Operating lease cost	65,750	305,619	$ 431,976
Short-term lease cost	$ 267	$ 2,425	$ 1,319
Weighted-average remaining lease term - operating leases	5 years	5 years 2 months 12 days
Weighted-average discount rate - operating leases	5.20%	5.10%
Other information
Cash payments for operating leases	$ 50,347	$ 335,659
Right-of-use assets obtained in exchange for operating lease liabilities	$ 57,607	$ 474,965

ORGANIZATION AND PRINCIPAL ACTIVITIES - Subsidiaries (Details)	12 Months Ended
	Feb. 28, 2023
TAL Hong Kong
Subsidiaries, VIEs and VIEs subsidiaries
Subsidiaries direct or indirect ownership (as a percent)	100.00%
TAL Beijing
Subsidiaries, VIEs and VIEs subsidiaries
Subsidiaries direct or indirect ownership (as a percent)	100.00%
Beijing Xintang Sichuang
Subsidiaries, VIEs and VIEs subsidiaries
Subsidiaries direct or indirect ownership (as a percent)	100.00%
Pengxin TAL
Subsidiaries, VIEs and VIEs subsidiaries
Subsidiaries direct or indirect ownership (as a percent)	100.00%

SHARE-BASED COMPENSATION - Stock Option Exercise Price Adjustment (Details) - Stock option exercise price adjustment $ / shares in Units, $ in Thousands	1 Months Ended
	Sep. 30, 2021 USD ($) $ / shares shares
SHARE-BASED COMPENSATION
Per share fair value of common stock	$ 3.00
Share options granted (in shares) \| shares	194,059
Incremental stock-based compensation expense \| $	$ 2,084
Minimum
SHARE-BASED COMPENSATION
Per share fair value of common stock	$ 14.49
Maximum
SHARE-BASED COMPENSATION
Per share fair value of common stock	$ 239.01

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

12 Months Ended

Feb. 28, 2023

PREPAID EXPENSES AND OTHER CURRENT ASSETS

Schedule of prepaid expenses and other current assets

Prepaid expenses and other current assets consisted of the following:


	As of		As of
	February 28,		February 28,
	2022		2023

Accounts receivables	$	25,567	$	44,825
Prepaid VAT ⁽¹⁾		24,326		13,769
Prepayments to suppliers ⁽²⁾		17,635		18,887
Loans to third-parties ⁽³⁾		16,749		12,163
Prepaid rental and related fees⁽⁴⁾		12,660		3,059
Interest receivable		8,695		16,461
Other deposits		3,900		2,406
Loan to employees, current portion ⁽⁵⁾		2,432		382
Staff advances ⁽⁶⁾		1,914		2,102
Receivables of withholding tax for employees related to share incentive plan ⁽⁷⁾		806		3,197
Others		8,069		8,235

	$	122,753	$	125,486

(1)

Prepaid VAT represents input VAT from the purchase of goods and services.

(2)

Prepayments to suppliers are primarily for prepaid operating expenses.

(3)

Balances represent short-term loans to third-parties as well as loans reclassified from non-current assets.

(4)

Balances include prepaid rental where lease term not yet commenced and rental deposit receivables from leases that have been terminated.

(5)

(6)

Advances were made to employees primarily for traveling, office expenses and other expenditures which are subsequently expensed as incurred.

(7)

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

12 Months Ended

Feb. 28, 2023

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Schedule of accrued expenses and other current liabilities


	As of		As of
	February 28,		February 28,
	2022		2023

Accrued employee payroll and welfare benefits	$	322,779	$	280,319
Refund liabilities		61,346		40,909
Accrued operating expenses		66,214		36,875
Income tax payable		49,257		46,917
Other taxes payable		9,635		11,541
Professional service fee payable		3,617		3,398
Others		45,870		26,752

Total	$	558,718	$	446,711

LONG-TERM INVESTMENTS (Details) - USD ($) $ in Thousands	Feb. 28, 2023	Feb. 28, 2022
LONG-TERM INVESTMENTS
Held-to-maturity investments	$ 94,990	$ 62,011
Total	453,375	414,487
BabyTree
LONG-TERM INVESTMENTS
Equity securities with readily determinable fair values	5,890	14,606
Xiamen Meiyou Information and Technology Co., Ltd. ("Xiamen Meiyou")
LONG-TERM INVESTMENTS
Equity securities without readily determinable fair values	47,463	52,158
Other investments
LONG-TERM INVESTMENTS
Equity securities with readily determinable fair values		2,117
Equity securities without readily determinable fair values	40,234	52,126
Fair value option investment	92,500	17,419
Available-for-sale investments	64,730	74,708
Long term Investment In Third party technology Company
LONG-TERM INVESTMENTS
Equity method investments	65,623	79,700
Fair value option investment	288	316
Ximalaya Inc
LONG-TERM INVESTMENTS
Available-for-sale investments	$ 41,657	$ 59,326

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net loss	$ (131,978)	$ (1,164,335)	$ (143,050)
Other comprehensive income / (loss)
Foreign currency translation adjustment	(87,943)	25,232	99,329
Unrealized gain/ (loss) on available-for-sale investments:
Net unrealized gain / (loss) on available-for-sale investments, net of tax effect of tax expense /(tax benefit) of $944 , $(2,245) and $229 for the years ended February 28, 2021, 2022 and 2023, respectively	(1,591)	(50,557)	17,169
Other comprehensive income/ (loss)	(89,534)	(25,325)	116,498
Comprehensive loss	(221,512)	(1,189,660)	(26,552)
Add: Comprehensive loss / (income) attributable to noncontrolling interests shareholders	(6,383)	28,841	25,796
Comprehensive loss attributable to TAL Education Group's shareholders	$ (227,895)	$ (1,160,819)	$ (756)

FAIR VALUE (Details) - USD ($) $ in Thousands	Feb. 28, 2023	Feb. 28, 2022
Short-term investments
Variable-rate financial instruments	$ 793,275	$ 150,000
Available-for-sale investments	80,044	340,183
Fair Value, Measurements, Recurring
Short-term investments
Variable-rate financial instruments	793,275	150,000
Available-for-sale investments	80,044	340,183
Long-term investments
Equity securities with readily determinable fair values	5,890	16,723
Fair value option investment	92,788	17,735
Available-for-sale investments	106,387	134,034
Total	1,078,384	658,675
Fair Value, Measurements, Recurring \| Fair Value, Inputs, Level 1
Long-term investments
Equity securities with readily determinable fair values	5,890	14,606
Total	5,890	14,606
Fair Value, Measurements, Recurring \| Fair Value, Inputs, Level 2
Short-term investments
Variable-rate financial instruments	793,275	150,000
Available-for-sale investments	80,044	340,183
Long-term investments
Equity securities with readily determinable fair values		2,117
Fair value option investment	92,500	17,419
Total	965,819	509,719
Fair Value, Measurements, Recurring \| Fair Value, Inputs, Level 3
Long-term investments
Fair value option investment	288	316
Available-for-sale investments	106,387	134,034
Total	$ 106,675	$ 134,350

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Feb. 28, 2023

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

18. COMMITMENTS AND CONTINGENCIES

Capital commitment

Capital commitment for construction of property and purchase of property, plant and equipment were $193,659 as of February 28, 2023, a substantial majority of which were for the construction projects in Beijing and Jiangsu. The amount within one year for the capital commitment was $133,483 and $60,176 thereafter.

Lease property management fee commitment

Future minimum payments under non-cancelable agreements for property management fees as of February 28, 2023 were as follows:


Fiscal year ending
February 2024	$	5,177
February 2025		4,241
February 2026		2,654
February 2027		2,261
February 2028		1,855
Thereafter		4,239

Total	$	20,427

Investment commitment

The Group was obligated to pay $1,083 for several long-term investments under various arrangements as of February 28, 2023 with payment due within one year.

Contingencies

As of February 28, 2023, the Group remains in the process of preparing filings and applying for permits of certain learning centers. The Group cannot reasonably estimate the contingent liability of without the filling of the permit; no liabilities is recorded as of February 28, 2023.

During June and July 2018, two putative shareholder class action lawsuits were filed against the Company and certain officers of the Company in the U.S. District Court for the Southern District of New York (“the Court”). These class actions seek to recover damages caused by the Company’s alleged violations of the federal securities laws and pursue remedies under the Securities Exchange Act of 1934 and Rule 10b-5. In September 2018, the Court consolidated the two lawsuits as one case. In November 2021, the Courted granted final approval of the class action settlement reached by the Company and the plaintiffs, and the settlement is fully covered by the insurance policy.

18. COMMITMENTS AND CONTINGENCIES - continued

Contingencies - continued

On February 4, 2022, a complaint of purported securities class action, or the Initial Complaint, was filed against the Company and certain of its current and former executives in the U.S. District Court for the Southern District of New York (the “2022 Class Action”). The complaint alleges that the Company made misrepresentations and misleading disclosures between April 26, 2018 and July 22, 2021 about Chinese laws governing the tutoring industry and the Company’s compliance with them. On April 7, 2022, the Court endorsed an application the Company filed to stay its obligation to respond to the Initial Complaint until after the Court appoints a lead plaintiff. On October 12, 2022, the Court appointed two co-lead plaintiffs. On October 19, 2022, the co-lead plaintiffs filed an amended complaint. On February 10, 2023, the company filed a motion to dismiss the amended complaint. On March 27, 2023, the lead plaintiff filed an opposition to the company’s motion to dismiss. On April 26, 2023, the Company filed a reply to the lead plaintiff’s opposition. The Court has not yet ruled on the motion to dismiss.

Separately, on March 29, 2023, a complaint of putative securities class action was filed against the Company and an executive in the U.S. District Court for the District of New Jersey (the “2023 Class Action”). The complaint alleges that the Company made misrepresentations and misleading disclosures between June 14, 2022 and March 14, 2023 about its compliance with Chinese laws and regulations. The Company has not yet been served with the complaint and no lead plaintiff has been appointed by the court for this action.

As the lawsuits related to the 2022 Class Action and 2023 Class Action are in its preliminary status, the amount of potential loss, if any, associated with the resolution of such lawsuit, cannot be reasonably estimated at this time. As a result, the Company did not record any liabilities pertaining to the class action lawsuit.

The SEC’s Division of Enforcement has requested the Company to provide documents and information relating to certain transactions discussed in a series of reports issued by Muddy Waters Capital LLC in 2018, issues related to the “Light Class” business the Company announced in April 2020, as well as the subsequent internal reviews and other related information.

Based on the current progress and information available, the Company does not believe it has sound basis to predict the outcome of the class action lawsuits and the SEC’s inquiries as well as the contingent losses it may incur. Therefore, no accrual for contingency loss was recognized in the consolidated statements of operations.

From time to time, the Group may be subject to other legal proceedings and claims incidental to the conduct of its business. The Group accrues the liability when the loss is probable and reasonably estimable.

SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Feb. 28, 2023

SIGNIFICANT ACCOUNTING POLICIES

Property, Plant and Equipment


Building		35-64 years
Computer, network equipment and software		3 years
Vehicles		4-5 years
Office equipment and furniture		3-5 years
Leasehold improvement		Shorter of the lease term or estimated useful lives

Disaggregation of Revenue


	For the year ended		For the year ended		For the year ended
	February 28,		February 28,		February 28,
	2021		2022		2023
Disaggregation of net revenues
- Learning Services and Others	$	4,433,910	$	4,275,262	$	853,629
- Learning Content Solutions		61,845		115,645		166,143

Total	$	4,495,755	$	4,390,907	$	1,019,772