Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 25, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-36376 | |
Entity Registrant Name | 2U, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-2335939 | |
Entity Address, Address Line One | 7900 Harkins Road | |
Entity Address, City or Town | Lanham, | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20706 | |
City Area Code | 301 | |
Local Phone Number | 892-4350 | |
Title of 12(b) Security | Common stock, $0.001 par value per share | |
Trading Symbol | TWOU | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 77,485,216 | |
Entity Central Index Key | 0001459417 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 220,807 | $ 232,932 |
Restricted cash | 16,978 | 16,977 |
Accounts receivable, net | 69,844 | 67,287 |
Other receivables, net | 30,938 | 29,439 |
Prepaid expenses and other assets | 80,400 | 47,217 |
Total current assets | 418,967 | 393,852 |
Other receivables, net, non-current | 21,284 | 21,568 |
Property and equipment, net | 50,731 | 48,650 |
Right-of-use assets | 71,282 | 76,841 |
Goodwill | 788,021 | 834,539 |
Intangible assets, net | 611,886 | 665,523 |
Other assets, non-current | 71,063 | 68,033 |
Total assets | 2,033,234 | 2,109,006 |
Current liabilities | ||
Accounts payable and accrued expenses | 150,081 | 164,723 |
Deferred revenue | 132,472 | 91,926 |
Lease liability | 11,934 | 13,985 |
Accrued restructuring liability | 16,385 | 1,735 |
Other current liabilities | 93,089 | 61,138 |
Total current liabilities | 403,961 | 333,507 |
Long-term debt | 927,746 | 845,316 |
Deferred tax liabilities, net | 1,142 | 1,726 |
Lease liability, non-current | 94,094 | 98,666 |
Other liabilities, non-current | 641 | 636 |
Total liabilities | 1,427,584 | 1,279,851 |
Commitments and contingencies (Note 6) | ||
Stockholders’ equity | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued | 0 | 0 |
Common stock, $0.001 par value, 200,000,000 shares authorized, 77,219,835 shares issued and outstanding as of June 30, 2022; 75,754,663 shares issued and outstanding as of December 31, 2021 | 77 | 76 |
Additional paid-in capital | 1,668,282 | 1,735,628 |
Accumulated deficit | (1,046,453) | (890,638) |
Accumulated other comprehensive loss | (16,256) | (15,911) |
Total stockholders’ equity | 605,650 | 829,155 |
Total liabilities and stockholders’ equity | $ 2,033,234 | $ 2,109,006 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, issued (in shares) | 77,219,835 | 75,754,663 |
Common stock, outstanding (in shares) | 77,219,835 | 75,754,663 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Total revenue | $ 241,464 | $ 237,209 | $ 494,793 | $ 469,682 |
Costs and expenses | ||||
Curriculum and teaching | 32,145 | 34,788 | 65,375 | 67,936 |
Servicing and support | 37,061 | 34,865 | 76,685 | 68,049 |
Technology and content development | 45,616 | 42,509 | 96,673 | 85,433 |
Marketing and sales | 116,350 | 114,644 | 247,332 | 227,881 |
General and administrative | 41,523 | 46,160 | 91,758 | 92,787 |
Restructuring charges | 16,753 | 1,334 | 17,540 | 1,819 |
Impairment charges | 0 | 0 | 58,782 | 0 |
Total costs and expenses | 289,448 | 274,300 | 654,145 | 543,905 |
Loss from operations | (47,984) | (37,091) | (159,352) | (74,223) |
Interest income | 241 | 352 | 498 | 714 |
Interest expense | (13,906) | (8,188) | (27,796) | (16,069) |
Loss on debt extinguishment | 0 | (1,101) | 0 | (1,101) |
Other income (expense), net | (1,367) | 24,070 | (2,397) | 23,155 |
Loss before income taxes | (63,016) | (21,958) | (189,047) | (67,524) |
Income tax benefit | 164 | 127 | 415 | 129 |
Net loss | $ (62,852) | $ (21,831) | $ (188,632) | $ (67,395) |
Net loss per share, basic (in dollars per share) | $ (0.82) | $ (0.29) | $ (2.46) | $ (0.91) |
Net loss per share, diluted (in dollars per share) | $ (0.82) | $ (0.29) | $ (2.46) | $ (0.91) |
Weighted-average shares of common stock outstanding, basic (in shares) | 77,059,157 | 74,421,911 | 76,667,681 | 74,051,220 |
Weighted-average shares of common stock outstanding, diluted (in shares) | 77,059,157 | 74,421,911 | 76,667,681 | 74,051,220 |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustments, net of tax of $0 for all periods presented | $ (7,674) | $ 2,977 | $ (345) | $ 2,172 |
Comprehensive loss | $ (70,526) | $ (18,854) | $ (188,977) | $ (65,223) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Additional Paid-In Capital Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2020 | 72,451,521 | |||||||
Beginning balance at Dec. 31, 2020 | $ 940,990 | $ 72 | $ 1,646,574 | $ (695,872) | $ (9,784) | |||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings (in shares) | 1,404,971 | |||||||
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings | (12,613) | $ 2 | (12,615) | |||||
Exercise of stock options (in shares) | 181,716 | |||||||
Exercise of stock options | 3,533 | 3,533 | ||||||
Stock-based compensation expense | 24,947 | 24,947 | ||||||
Net loss | (45,564) | (45,564) | ||||||
Foreign currency translation adjustment | (805) | (805) | ||||||
Ending balance (in shares) at Mar. 31, 2021 | 74,038,208 | |||||||
Ending balance at Mar. 31, 2021 | 910,488 | $ 74 | 1,662,439 | (741,436) | (10,589) | |||
Beginning balance (in shares) at Dec. 31, 2020 | 72,451,521 | |||||||
Beginning balance at Dec. 31, 2020 | 940,990 | $ 72 | 1,646,574 | (695,872) | (9,784) | |||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net loss | (67,395) | |||||||
Foreign currency translation adjustment | 2,172 | |||||||
Ending balance (in shares) at Jun. 30, 2021 | 74,507,853 | |||||||
Ending balance at Jun. 30, 2021 | 917,419 | $ 75 | 1,688,223 | (763,267) | (7,612) | |||
Beginning balance (in shares) at Mar. 31, 2021 | 74,038,208 | |||||||
Beginning balance at Mar. 31, 2021 | 910,488 | $ 74 | 1,662,439 | (741,436) | (10,589) | |||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings (in shares) | 390,976 | |||||||
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings | (1,501) | $ 1 | (1,502) | |||||
Exercise of stock options (in shares) | 28,263 | |||||||
Exercise of stock options | $ 737 | 737 | ||||||
Issuance of common stock in connection with employee stock purchase plan (in shares) | 50,406 | |||||||
Issuance of common stock in connection with employee stock purchase plan | $ 1,773 | 1,773 | ||||||
Stock-based compensation expense | 24,776 | 24,776 | ||||||
Net loss | (21,831) | (21,831) | ||||||
Foreign currency translation adjustment | 2,977 | 2,977 | ||||||
Ending balance (in shares) at Jun. 30, 2021 | 74,507,853 | |||||||
Ending balance at Jun. 30, 2021 | $ 917,419 | $ 75 | 1,688,223 | (763,267) | (7,612) | |||
Beginning balance (in shares) at Dec. 31, 2021 | 75,754,663 | 75,754,663 | ||||||
Beginning balance at Dec. 31, 2021 | $ 829,155 | $ (81,734) | $ 76 | 1,735,628 | $ (114,551) | (890,638) | $ 32,817 | (15,911) |
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings (in shares) | 577,416 | |||||||
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings | (919) | $ 1 | (920) | |||||
Exercise of stock options (in shares) | 284,455 | |||||||
Exercise of stock options | 875 | 875 | ||||||
Stock-based compensation expense | 24,424 | 24,424 | ||||||
Net loss | (125,780) | (125,780) | ||||||
Foreign currency translation adjustment | 7,329 | 7,329 | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 76,616,534 | |||||||
Ending balance at Mar. 31, 2022 | $ 653,350 | $ 77 | 1,645,456 | (983,601) | (8,582) | |||
Increase (Decrease) in Stockholders' Equity | ||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 75,754,663 | 75,754,663 | ||||||
Beginning balance at Dec. 31, 2021 | $ 829,155 | $ (81,734) | $ 76 | 1,735,628 | $ (114,551) | (890,638) | $ 32,817 | (15,911) |
Increase (Decrease) in Stockholders' Equity | ||||||||
Exercise of stock options (in shares) | 286,733 | |||||||
Net loss | $ (188,632) | |||||||
Foreign currency translation adjustment | $ (345) | |||||||
Ending balance (in shares) at Jun. 30, 2022 | 77,219,835 | 77,219,835 | ||||||
Ending balance at Jun. 30, 2022 | $ 605,650 | $ 77 | 1,668,282 | (1,046,453) | (16,256) | |||
Beginning balance (in shares) at Mar. 31, 2022 | 76,616,534 | |||||||
Beginning balance at Mar. 31, 2022 | 653,350 | $ 77 | 1,645,456 | (983,601) | (8,582) | |||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings (in shares) | 464,984 | |||||||
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings | (822) | (822) | ||||||
Exercise of stock options (in shares) | 2,278 | |||||||
Exercise of stock options | 17 | 17 | ||||||
Issuance of common stock in connection with employee stock purchase plan (in shares) | 136,039 | |||||||
Issuance of common stock in connection with employee stock purchase plan | 1,282 | 1,282 | ||||||
Stock-based compensation expense | 22,349 | 22,349 | ||||||
Net loss | (62,852) | (62,852) | ||||||
Foreign currency translation adjustment | $ (7,674) | (7,674) | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 77,219,835 | 77,219,835 | ||||||
Ending balance at Jun. 30, 2022 | $ 605,650 | $ 77 | $ 1,668,282 | $ (1,046,453) | $ (16,256) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (188,632) | $ (67,395) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Non-cash interest expense | 5,664 | 11,447 |
Depreciation and amortization expense | 65,757 | 51,409 |
Stock-based compensation expense | 46,773 | 49,723 |
Non-cash lease expense | 11,405 | 8,644 |
Provision for credit losses | 4,610 | 3,551 |
Loss on debt extinguishment | 0 | 1,101 |
Gain on sale of investment | 0 | (27,875) |
Impairment charges | 58,782 | 0 |
Other | 2,920 | 1,759 |
Changes in operating assets and liabilities, net of assets and liabilities acquired: | ||
Accounts receivable, net | (6,632) | (58,847) |
Other receivables, net | (2,790) | (14,738) |
Prepaid expenses and other assets | 2,585 | (1,030) |
Accounts payable and accrued expenses | 3,484 | 15,888 |
Deferred revenue | 45,549 | 34,697 |
Other liabilities, net | (20,831) | (10,528) |
Net cash provided by (used in) operating activities | 28,644 | (2,194) |
Cash flows from investing activities | ||
Purchase of a business, net of cash acquired | 5,010 | 0 |
Additions of amortizable intangible assets | (34,854) | (29,867) |
Purchases of property and equipment | (5,218) | (2,452) |
Purchase of investment | 0 | (1,000) |
Proceeds from sale of investment | 0 | 37,875 |
Advances made to university clients | (310) | 0 |
Advances repaid by university clients | 200 | 200 |
Other | (7) | 56 |
Net cash (used in) provided by investing activities | (35,179) | 4,812 |
Cash flows from financing activities | ||
Proceeds from debt | 385 | 469,595 |
Payments on debt | (3,793) | (703) |
Payment of debt issuance costs | 0 | (10,258) |
Tax withholding payments associated with settlement of restricted stock units | (1,741) | (14,114) |
Proceeds from exercise of stock options | 892 | 4,270 |
Proceeds from employee stock purchase plan share purchases | 1,282 | 1,773 |
Net cash (used in) provided by financing activities | (2,975) | 450,563 |
Effect of exchange rate changes on cash | (2,614) | (713) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (12,124) | 452,468 |
Cash, cash equivalents and restricted cash, beginning of period | 249,909 | 518,866 |
Cash, cash equivalents and restricted cash, end of period | $ 237,785 | $ 971,334 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization 2U, Inc. (together with its subsidiaries, the “Company”) is an online education platform company. The Company’s mission is to expand access to high-quality educational opportunities that unlock human potential. On November 16, 2021, the Company completed the acquisition of edX (the “edX Acquisition”), including the edX brand, website, and marketplace. As a result of the edX Acquisition, the Company expanded its digital education offerings to include open courses and micro-credential offerings at the undergraduate and graduate levels and added an education consumer marketplace, edx.org, with over 45 million registered learners. Refer to Note 3 for further information about the edX Acquisition. The Company serves more than 230 top-ranked global universities and other leading institutions, and offers more than 4,000 high-quality online learning opportunities, including open courses, executive education offerings, boot camps, micro-credentials, professional certificates as well as undergraduate and graduate degree programs. edX is the primary brand for the Company’s products and services and edx.org operates as its global online learning marketplace. The Company is positioned as one of the world’s most comprehensive free-to-degree online learning platforms. The Company believes its platform and robust consumer marketplace provide clients with the digital infrastructure to launch world-class online education offerings and allow students to easily access high-quality, job-relevant education offerings without the barriers of cost or location. The Company has two reportable segments: the Degree Program Segment and the Alternative Credential Segment. The Company’s Degree Program Segment provides the technology and services to nonprofit colleges and universities to enable the online delivery of degree programs. Students enrolled in these programs are generally seeking an undergraduate or graduate degree of the same quality they would receive on campus. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements, which include the assets, liabilities, results of operations and cash flows of the Company have been prepared in accordance with: (i) generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information; (ii) the instructions to Form 10-Q; and (iii) the guidance of Rule 10-01 of Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for financial statements required to be filed with the Securities and Exchange Commission (the “SEC”). As permitted under such rules, certain notes and other financial information normally required by U.S. GAAP have been condensed or omitted. The Company believes the condensed consolidated financial statements reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position, results of operations, and cash flows as of and for the periods presented herein. The Company’s results of operations for the three and six months ended June 30, 2022 and 2021 may not be indicative of the Company’s future results. These condensed consolidated financial statements are unaudited and should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. All significant intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated balance sheet data as of December 31, 2021 was derived from the audited financial statements, but does not include all disclosures required by U.S. GAAP on an annual reporting basis. Reclassifications The Company has reclassified prior period amounts in the condensed consolidated statements of cash flows to conform to the current period’s presentation of other receivables. The Company reclassified $14.7 million from changes in prepaid expenses and other assets to changes in other receivables. This reclassification had no impact on the previously reported operating cash flows. The Company has reclassified certain other prior period amounts in the consolidation statements of cash flows to conform to current period presentation. These reclassifications had no impact on previously reported operating, financing, or financing cash flows. The Company has reclassified prior period amounts in the condensed consolidated balance sheet and condensed consolidated statement of operations to conform to the current period’s presentation restructuring charges. The Company reclassified $1.7 million from accounts payable and accrued liabilities to accrued restructuring liability. In addition, the Company reclassified $1.3 million and $1.8 million from general and administrative expense to restructuring charges for the three and six months ended June 30, 2021, respectively. Use of Estimates The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported herein. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances. Significant items subject to such estimates include, but are not limited to, the measurement of provisions for credit losses, implied price concessions, acquired intangible assets, the recoverability of goodwill and indefinite-lived intangible assets, deferred tax assets, and the fair value of the convertible senior notes. Due to the inherent uncertainty involved in making estimates, particularly in light of the COVID-19 pandemic, actual results reported in future periods may be affected by changes in those estimates. The Company evaluates its estimates and assumptions on an ongoing basis. Fair Value Measurements The carrying amounts of certain assets and liabilities, including cash and cash equivalents, receivables, advances to university clients, accounts payable and accrued expenses and other current liabilities, approximate their respective fair values due to their short-term nature. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in the absence of a principal, most advantageous, market for the specific asset or liability. U.S. GAAP provides for a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. Generally, assets are recorded at fair value on a non-recurring basis as a result of impairment charges. The Company remeasures non-financial assets such as goodwill, intangible assets and other long-lived assets at fair value when there is an indicator of impairment, and records them at fair value only when recognizing an impairment loss. The fair value hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. Refer to Note 4 for further discussion of assets measured at fair value on a nonrecurring basis. The three tiers are defined as follows: • Level 1 —Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; • Level 2 —Observable inputs, other than quoted prices in active markets, that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and • Level 3 —Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The Company has financial instruments, including cash deposits, receivables, accounts payable and debt. The carrying values for such financial instruments, other than than the Company’s convertible senior notes, each approximated their fair values as of June 30, 2022 and December 31, 2021. Refer to Note 9 for more information regarding the Company’s convertible senior notes. Business Combinations The purchase price of an acquisition is allocated to the assets acquired, including intangible assets, and liabilities assumed, based on their respective fair values at the acquisition date. Acquisition-related costs are expensed as incurred. The excess of the cost of an acquired entity, net of the amounts assigned to the assets acquired and liabilities assumed, is recognized as goodwill. The net assets and results of operations of an acquired entity are included on the Company’s condensed consolidated financial statements from the acquisition date. Goodwill and Other Indefinite-lived Intangible Assets The Company reviews goodwill and other indefinite-lived intangible assets for impairment annually, as of October 1, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of goodwill or an indefinite-lived asset below its carrying value. Goodwill Goodwill is the excess of purchase price over the fair value of identified net assets of businesses acquired. The Company’s goodwill balance relates to its acquisitions of GetSmarter in July 2017, Trilogy in May 2019 and edX in November 2021. The Company tests goodwill at the reporting unit level, which is an operating segment or one level below an operating segment. The Company initially assesses qualitative factors to determine if it is necessary to perform a quantitative goodwill impairment review. The Company reviews goodwill for impairment using a quantitative approach if it decides to bypass the qualitative assessment or determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value based on a qualitative assessment. Upon completion of a quantitative assessment, the Company may be required to recognize an impairment based on the difference between the carrying value and the fair value of the reporting unit. The Company determines the fair value of a reporting unit by utilizing a weighted combination of the income-based and market-based approaches. The income-based approach requires the Company to make significant assumptions and estimates. These assumptions and estimates primarily include, but are not limited to, the selection of appropriate peer group companies, discount rates, terminal growth rates, and forecasts of revenue, operating income, depreciation and amortization expense, capital expenditures and future working capital requirements. When determining these assumptions and preparing these estimates, the Company considers each reporting unit’s historical results and current operating trends, revenue, profitability, cash flow results and forecasts, and industry trends. These estimates can be affected by a number of factors including, but not limited to, general economic and regulatory conditions, market capitalization, the continued efforts of competitors to gain market share and prospective student enrollment patterns. In addition, the value of a reporting unit using the market-based approach is estimated by comparing the reporting unit to other publicly traded companies and/or to publicly-disclosed business mergers and acquisitions in similar lines of business. The value of a reporting unit is based on pricing multiples of certain financial parameters observed in the comparable companies. The Company also makes estimates and assumptions for market values to determine a reporting unit’s estimated fair value. Other Indefinite-lived Intangible Assets The Company’s indefinite-lived intangible asset was acquired in November 2021 and represents the established edX trade name. Interim Impairment Assessment During the first quarter of 2022, the Company experienced a significant decline in its market capitalization, which management deemed a triggering event related to goodwill and its indefinite-lived intangible asset. As a result, the Company performed an interim impairment assessment as of March 1, 2022 and determined the carrying value for one of the reporting units within the Company’s Alternative Credential Segment and the carrying value of an indefinite-lived intangible asset exceeded their respective estimated fair values. As a result, during the three months ended March 31, 2022, the Company recorded impairment charges of $28.8 million and $30.0 million to goodwill and the indefinite-lived intangible asset, respectively, both within the Company’s Alternative Credential Segment. These charges are included within operating expense on the Company’s condensed consolidated statements of operations. The estimated fair values of the remaining reporting units exceeded their respective carrying values by approximately 10% or more. The Company utilized a weighted combination of the income-based approach and market-based approach to determine the fair value of each reporting unit and the income-based approach to determine the fair value of its long-lived intangible asset. Key assumptions used in the income-based approach included forecasts of revenue, operating income, depreciation and amortization expense, capital expenditures and future working capital requirements, terminal growth rates, and discount rates based upon each respective reporting unit’s or indefinite-lived intangible asset’s weighted-average cost of capital adjusted for the risk associated with the operations at the time of the assessment. The income-based approach largely relied on inputs that were not observable to active markets, which would be deemed “Level 3” fair value measurements, as defined in the Fair Value Measurements section above. Key assumptions used in the market-based approach included the selection of appropriate peer group companies. Changes in the estimates and assumptions used to estimate fair value could materially affect the determination of fair value and the impairment test result. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts indexed to and potentially settled in an entity’s own equity. The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. As a result, in more cases, convertible debt will be accounted for as a single instrument. The guidance also removes certain conditions for equity classification related to contracts in an entity’s own equity and requires the application of the if-converted method for calculating diluted earnings per share. This ASU is effective for fiscal years beginning after December 15, 2021. The Company adopted this ASU on a modified retrospective basis in the first quarter of 2022, effective as of January 1, 2022. As a result of the adoption, long-term debt increased $81.7 million, additional paid-in capital decreased $114.6 million, deferred tax liabilities decreased $22.1 million, and the Company recorded a cumulative-effect adjustment to opening accumulated deficit of $32.8 million. Adoption of this ASU requires the use of the if-converted method for all convertible notes in the diluted net income (loss) per share calculation and the inclusion of the effect of potential share settlement of the convertible notes, if the effective is more dilutive. There was no impact to the number of potentially dilutive shares as a result of the adoption. Adoption of this standard did not have a material impact on the Company’s liquidity or cash flows. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This ASU is intended to provide optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, to ease the potential accounting and financial reporting burden associated with the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This ASU may be applied as of the beginning of any interim period that includes its effective date (i.e., March 12, 2020) through December 31, 2022. The Company will adopt this standard when LIBOR is discontinued and does not expect the adoption of this standard to have a material impact on its consolidated financial statements and related disclosures. In November 2021, the FASB issued ASU No. 2021-10, Disclosures by Business Entities about Government Assistance . This ASU requires entities to disclose information about certain government assistance they receive, including the nature of the transactions and the related accounting policy, the line items on the balance sheet and statement of operations that are affected and the amounts applicable to each financial statement line item, and significant terms and conditions of the transactions. The ASU is effective for fiscal years beginning after December 15, 2021 and the disclosure requirements are for annual periods only. The guidance under this ASU will be effective for the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2022. The Company is currently evaluating the impact of this guidance on the disclosures in its consolidated financial statements. In March 2022, the FASB issued ASU No 2022-02, Financial Instruments - Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures . This ASU eliminates the accounting guidance for troubled debt restructurings by creditors that have adopted ASU 2016-13 and enhances the disclosure requirements for certain loan refinancings when borrowers are experiencing financial difficulty. In addition, the ASU requires the disclosure of current-period gross write-offs for financing receivables by year of origination in the vintage disclosures. This ASU is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Business Combination On November 16, 2021, pursuant to the Membership Interest Purchase Agreement, dated June 28, 2021 (the “Purchase Agreement”), by and among the Company, edX Inc., a Massachusetts nonprofit corporation (“edX Inc.”) and edX LLC (f/k/a Circuit Sub LLC), a Delaware limited liability company and a wholly owned subsidiary of edX Inc. (“edX”), edX Inc. contributed substantially all of its assets to edX and the Company acquired 100% of the outstanding membership interests of edX (the “edX Acquisition”) including the edX brand, website, and marketplace. The total preliminary purchase price was $773.0 million in cash consideration, of which $23.0 million was distributed to an escrow account to satisfy indemnification claims and purchase price adjustments, as applicable. During the six months ended June 30, 2022, the Company recorded working capital adjustments of $5.0 million, reducing the preliminary purchase price to $768.0 million. In addition, the Company adjusted its preliminary valuation of acquired assets and assumed liabilities based upon new information that was received pertaining to acquisition date fair values. The transaction was accounted for under the acquisition method of accounting and revenue. Under the acquisition method of accounting, the total preliminary purchase price was allocated to edX’s net tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of November 16, 2021. The allocation of the preliminary purchase price is pending the finalization of the fair value of acquired deferred revenue and other liabilities, deferred income tax assets and liabilities, and assumed non-income tax liabilities. The following table summarizes the preliminary purchase price allocation based on the estimated fair value of the assets acquired and liabilities assumed and reflects the measurement period adjustments recorded during the six months ended June 30, 2022: Estimated Purchase Price (in thousands) Cash and cash equivalents $ 11,901 Accounts receivable 6,608 Prepaid expenses and other assets 13,098 Property and equipment, net 529 Right-of-use assets 2,355 Other assets, non-current 572 Accounts payable and accrued expenses (16,095) Deferred revenue (10,962) Lease liability (2,512) Other liabilities (33,235) Intangible assets: Developed technology 3 15,400 University client relationships 10 104,000 Enterprise client relationships 10 14,300 Trade names indefinite 255,000 Goodwill 407,050 $ 768,009 The Company’s unaudited pro forma combined financial information below is presented for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combination occurred as of the date indicated or what the results would be for any future periods. The following table presents the Company’s unaudited pro forma combined revenue, pro forma combined net loss and pro forma combined net loss per share for the three and six months ended June 30, 2021, as if the acquisition of edX had occurred on January 1, 2020. Three Months Ended Six Months Ended (in thousands) Pro forma revenue $ 247,175 $ 492,994 Pro forma net loss $ (49,729) $ (123,991) Pro forma net loss per share, basic and diluted $ (0.67) $ (1.67) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The following table presents the changes in the carrying amount of goodwill by reportable segment on the Company’s condensed consolidated balance sheets for the periods indicated. Balance as of December 31, 2021 Allocations Adjustments Impairment Charges Foreign Currency Translation Adjustments Balance as of June 30, 2022 (in thousands) Degree Program Segment Gross goodwill $ — $ 198,378 $ (5,519) $ — $ — $ 192,859 Accumulated impairments — — — — — — Net goodwill — 198,378 (5,519) — — 192,859 Alternative Credential Segment Gross goodwill $ 481,366 $ 225,174 $ (10,983) $ — $ (1,234) $ 694,323 Accumulated impairments (70,379) — — (28,782) — (99,161) Net goodwill 410,987 225,174 (10,983) (28,782) (1,234) 595,162 Unallocated goodwill $ 423,552 $ (423,552) $ — $ — $ — $ — Total Gross goodwill $ 904,918 $ — $ (16,502) $ — $ (1,234) $ 887,182 Accumulated impairments (70,379) — — (28,782) — (99,161) Net goodwill $ 834,539 $ — $ (16,502) $ (28,782) $ (1,234) $ 788,021 During the first quarter of 2022, the Company completed the allocation of the preliminary goodwill balance resulting from the edX Acquisition to the Company’s reporting units. The goodwill was assigned to the reporting units that are expected to drive synergies from the acquisition, which is each of the Company’s four reporting units. In addition, during the six months ended June 30, 2022, the Company recorded working capital adjustments of $5.0 million, adjustments to the preliminary valuation of acquired assets and assumed liabilities of edX of $11.5 million, and a goodwill impairment charge of $28.8 million. Refer to Note 2 for further information about the goodwill impairment charge. The following tables present the components of intangible assets, net on the Company’s condensed consolidated balance sheets as of each of the dates indicated. June 30, 2022 December 31, 2021 Estimated Gross Accumulated Net Gross Accumulated Net (in thousands) Definite-lived intangible assets Capitalized technology 3-5 $ 209,976 $ (117,948) $ 92,028 $ 199,766 $ (112,357) $ 87,409 Capitalized content development 4-5 258,285 (152,311) 105,974 243,687 (125,599) 118,088 University client relationships 9-10 211,171 (45,285) 165,886 211,680 (34,995) 176,685 Enterprise client relationships 10 14,300 (1,073) 13,227 14,300 (179) 14,121 Trade names and domain names 5-10 28,981 (19,210) 9,771 27,161 (12,941) 14,220 Total definite-lived intangible assets $ 722,713 $ (335,827) $ 386,886 $ 696,594 $ (286,071) $ 410,523 June 30, 2022 December 31, 2021 Gross Accumulated Net Gross Accumulated Net (in thousands) Indefinite-lived intangible assets Trade names $ 255,000 $ (30,000) $ 225,000 $ 255,000 $ — $ 255,000 Total indefinite-lived intangible assets $ 255,000 $ (30,000) $ 225,000 $ 255,000 $ — $ 255,000 * During the three months ended March 31, 2022, the Company recorded a $30.0 million impairment charge related to its indefinite-lived intangible asset. Refer to Note 2 for further information about this impairment charge. The amounts presented in the table above include $50.7 million and $46.3 million of in-process capitalized technology and content development as of June 30, 2022 and December 31, 2021, respectively. The Company recorded amortization expense related to amortizable intangible assets of $28.5 million and $23.2 million for the three months ended June 30, 2022 and 2021, respectively. The Company recorded amortization expense related to amortizable intangible assets of $59.9 million and $44.8 million for the six months ended June 30, 2022 and 2021, respectively. The following table presents the estimated future amortization expense of the Company’s amortizable intangible assets placed in service as of June 30, 2022. Future Amortization Expense (in thousands) Remainder of 2022 $ 49,109 2023 79,764 2024 59,764 2025 41,022 2026 28,016 Thereafter 78,575 Total $ 336,250 |
Other Balance Sheet Details
Other Balance Sheet Details | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Other Balance Sheet Details | Other Balance Sheet Details Prepaid expenses and other assets As of June 30, 2022 and December 31, 2021, the Company had balances of $23.6 million and $23.0 million, respectively, of prepaid assets within prepaid expenses and other assets on the condensed consolidated balance sheets. Other Assets, Non-current As of June 30, 2022 and December 31, 2021, the Company had balances of $8.6 million and $7.0 million, respectively, of deferred expenses incurred to integrate the software associated with its cloud computing arrangements, within other assets, non-current on the condensed consolidated balance sheets. Such expenses are subject to amortization over the remaining contractual term of the associated cloud computing arrangement, with a useful life of between three Accounts Payable and Accrued Expenses The following table presents the components of accounts payable and accrued expenses on the Company’s condensed consolidated balance sheets as of each of the dates indicated. June 30, 2022 December 31, 2021 (in thousands) Accrued university and instructional staff compensation $ 28,884 $ 36,806 Accrued marketing expenses 33,430 26,469 Accrued transaction and integration expenses 18,545 4,072 Accrued compensation and related benefits 40,549 49,143 Accounts payable and other accrued expenses 28,673 48,233 Total accounts payable and accrued expenses $ 150,081 $ 164,723 For each of the three and six months ended June 30, 2022 and 2021, expenses related to the Company’s marketing and advertising efforts of its own brands were not material. Other Current Liabilities As of June 30, 2022 and December 31, 2021, the Company had balances of $19.3 million and $21.9 million, respectively, within other current liabilities on the condensed consolidated balance sheets, which represents proceeds received from students enrolled in certain of the Company’s alternative credential offerings that are payable to an associated university client. In response to COVID-19, various government programs have been announced to provide financial relief for affected businesses. Under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted in the United States on March 27, 2020, the Company is allowed to defer payment of the employer’s share of Social Security taxes incurred from March 27, 2020 through December 31, 2020. In addition, the CARES Act provides eligible employers with an employee retention tax credit for employees whose services were impacted by COVID-19. As of June 30, 2022, the amount of payroll taxes subject to deferred payment, net of employee retention tax credits of $0.5 million, was approximately $5.0 million. The balance is recorded within other current liabilities on the condensed consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Contingencies The Company is involved in various claims and legal proceedings arising in the ordinary course of business. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. While the Company does not expect that the ultimate resolution of any existing claims and proceedings (other than the specific matters described below, if decided adversely), individually or in the aggregate, will have a material adverse effect on its financial position, an unfavorable outcome in some or all of these proceedings could have a material adverse impact on the results of operations or cash flows for a particular period. This assessment is based on the Company’s current understanding of relevant facts and circumstances. With respect to current legal proceedings, the Company does not believe it is probable a material loss exceeding amounts already recognized has been incurred as of the date of the balance sheets presented herein. As such, the Company’s view of these matters is subject to inherent uncertainties and may change in the future. In re 2U, Inc., Securities Class Action On August 7 and 9, 2019, Aaron Harper and Anne M. Chinn filed putative class action complaints against the Company, Christopher J. Paucek, the Company’s CEO, and Catherine A. Graham, the Company’s former CFO, in the United States District Court for the Southern District of New York, alleging violations of Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5 promulgated thereunder, based upon allegedly false and misleading statements regarding the Company’s business prospects and financial projections. The district court transferred the cases to the United States District Court for the District of Maryland, consolidated them under docket number 8:19-cv-3455 (D. Md.), and appointed Fiyyaz Pirani as the lead plaintiff in the consolidated action. On July 30, 2020, Mr. Pirani filed a consolidated class action complaint (“CAC”), adding Harsha Mokkarala, the Company’s former Chief Marketing Officer, as a defendant. The CAC also asserts claims under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended, against Mr. Paucek, Ms. Graham, members of the Company’s board of directors, and the Company’s underwriters, based on allegations related to the Company’s secondary stock offering on May 23, 2018. The proposed class consists of all persons who acquired the Company’s securities between February 26, 2018 and July 30, 2019. On October 27, 2020, defendants filed a motion to dismiss. On August 5, 2021, the court largely denied the defendants’ motion to dismiss. On February 18, 2022, the court stayed discovery until April 19, 2022, pending mediation. On April 28, 2022, the parties informed the court that they had reached a settlement in principle. On June 2, 2022, Plaintiffs filed a motion for preliminary approval of the class action settlement and accompanying documents. On June 23, 2022, the Court entered an order preliminarily approving the settlement. The settlement payment is being fully funded by the Company's insurers. The $37.0 million payable under the proposed settlement and the related insurance proceeds are recorded within other current liabilities and prepaid expenses and other assets, respectively, on the condensed consolidated balance sheets. Stockholder Derivative Suits On April 30, 2020, Richard Theis filed a stockholder derivative complaint purportedly on behalf of the Company and against Christopher J. Paucek, the Company’s CEO, Catherine A. Graham, the Company’s former CFO, and the Company’s board of directors in the United States District Court for the Southern District of New York, with docket number 20-cv-3360. The complaint alleges claims for breaches of fiduciary duty, insider sales and misappropriation of information, unjust enrichment, and violations of Section 14(a) of the Exchange Act, based upon allegedly false and misleading statements regarding the Company’s business prospects and financial projections. On July 22, 2020, the court entered a joint stipulation staying the case pending resolution of the securities class action. On July 13, 2022, the Court granted the parties’ request to set a briefing schedule for defendants’ motion to dismiss. Defendants’ motion to dismiss is due on or before August 10, 2022. Plaintiff’s response is due on or before October 10, 2022. Defendants’ reply is due on or before November 9, 2022. Due to the complex nature of the legal and factual issues involved, the outcome of this matter is not presently determinable. On August 21, 2020, Thomas Lucey filed a stockholder derivative complaint purportedly on behalf of the Company and against Christopher J. Paucek, the Company’s CEO, Catherine A. Graham, the Company’s former CFO, Harsha Mokkarala, the Company’s former Chief Marketing Officer and the Company’s board of directors in the United States District Court for the District of Maryland, with docket number 1:20-cv-02424-GLR. The complaint alleges claims for breaches of fiduciary duty, insider trading, and contribution for alleged violations of Sections 10(b) and 21D of the Exchange Act, based upon allegedly false and misleading statements regarding the Company’s business prospects and financial projections. On September 3, 2020, the court entered a joint stipulation staying the case pending resolution of the securities class action. On June 30, 2022, the Court granted the parties’ request to set a briefing schedule for defendants’ motion to dismiss. Defendants’ motion to dismiss is due on or before August 10, 2022. Plaintiff’s response is due on or before October 10, 2022. Defendants’ reply is due on or before November 9, 2022. Due to the complex nature of the legal and factual issues involved, the outcome of this matter is not presently determinable. On November 30, 2020, Leo Shumacher filed a stockholder derivative complaint purportedly on behalf of the Company and against Christopher J. Paucek, the Company’s CEO, Catherine A. Graham, the Company’s former CFO, Harsha Mokkarala, the Company’s former Chief Marketing Officer, and the Company’s board of directors in the Court of Chancery of the State of Delaware, with docket number 2020-1019-AGB. The complaint alleges claims for breaches of fiduciary duty and unjust enrichment, based upon allegedly false and misleading statements regarding the Company’s business prospects and financial projections. On January 6, 2021, the court entered a joint stipulation staying the case pending resolution of the securities class action. On July 13, 2022, the Court granted the parties’ request to set a briefing schedule for defendants’ motion to dismiss. Defendants’ motion to dismiss is due on or before August 10, 2022. Plaintiff’s response is due on or before October 10, 2022. Defendants’ reply is due on or before November 9, 2022. Due to the complex nature of the legal and factual issues involved, the outcome of this matter is not presently determinable. Marketing and Sales Commitments Certain agreements entered into between the Company and its university clients in the Degree Program Segment require the Company to commit to meet certain staffing and spending investment thresholds related to marketing and sales activities. In addition, certain agreements in the Degree Program Segment require the Company to invest up to agreed-upon levels in marketing the programs to achieve specified program performance. The Company believes it is currently in compliance with all such commitments. Future Minimum Payments to University Clients Pursuant to certain of the Company’s contracts in the Degree Program Segment, the Company has made, or is obligated to make, payments to university clients in exchange for contract extensions and various marketing and other rights. As of June 30, 2022, the future minimum payments due to university clients have not materially changed relative to the amounts provided in the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Contingent Payments The Company has entered into agreements with certain of its university clients in the Degree Program Segment that require the Company to make future minimum payments in the event that certain program metrics are not achieved on an annual basis. The Company recognizes any estimated contingent payments under these agreements as contra revenue over the period to which they relate, and records a liability in other current liabilities on the condensed consolidated balance sheets. In the first quarter of 2019, the Company entered into an agreement to make investments in an education technology company of up to $15.0 million, upon demand by the investee. During the second quarter of 2021, the Company sold its investment in this education technology company and was released from any further obligation to make additional investments. |
Restructuring Charges
Restructuring Charges | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges 2022 Strategic Realignment Plan During the second quarter of 2022, the Company began implementing a plan to accelerate its transition to a platform company (the “2022 Strategic Realignment Plan”). The plan is designed to reorient the company around a single platform allowing us to pursue a portfolio-based marketing strategy that drives traffic to the edX marketplace. As part of the plan, the Company expects to optimize marketing spend, simplify the current executive structure to reduce silos, reduce employee headcount, and rationalize its real estate footprint. The Company anticipates the headcount reductions to be completed in the third quarter of 2022 while the remainder of the plan is expected to be completed by the end of 2022. The Company anticipates that we will incur restructuring charges associated with the 2022 Strategic Realignment Plan of approximately $35 million to $40 million. The Company recorded $15.8 million in restructuring charges related to the 2022 Strategic Realignment Plan for each of the three and six months ended June 30, 2022. The majority of the estimated remaining restructuring charges relate to planned office closures expected to be completed by December 31, 2022, and will be recognized as expense over the remaining lease terms ranging from 1 to 9 years. The following table presents restructuring charges by reportable segment on the Company’s condensed consolidated statements of operations for the periods indicated. Three Months Ended Six Months Ended Degree Program Segment Alternative Credential Segment Degree Program Segment Alternative Credential Segment 2022 Strategic Realignment Plan Severance and severance-related costs $ 8,772 $ 6,431 $ 8,772 $ 6,431 Professional and other fees relating to restructuring activities 554 — 554 — 9,326 6,431 9,326 6,431 Other restructuring charges* 926 70 1,615 168 Total restructuring charges $ 10,252 $ 6,501 $ 10,941 $ 6,599 * Includes severance and severance-related costs and costs associated with the exit of facilities The Company recorded restructuring charges of $1.3 million and $1.8 million for the three and six months ended June 30, 2021, respectively. Summary of Accrued Restructuring Liability The following table presents the additions and adjustments to the accrued restructuring liability on the Company’s condensed consolidated balance sheets for the periods indicated. Balance as of December 31, 2021 Additional Costs Cash Payments Balance as of June 30, 2022 (in thousands) 2022 Strategic Realignment Plan Severance and severance-related costs $ — $ 14,542 $ — $ 14,542 Professional and other fees relating to restructuring activities — 554 — 554 Other severance and severance-related costs 1,735 728 (1,174) 1,289 Total restructuring $ 1,735 $ 15,824 $ (1,174) $ 16,385 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases facilities under non-cancellable operating leases primarily in the United States, South Africa, the United Kingdom and Canada. The Company’s operating leases have remaining lease terms of between less than one In October 2020, the Company entered into an agreement with an unrelated party to sublease a portion of the Company’s office space in the United States. In October 2021, the Company entered into an agreement with the same party to sublease additional office space in the same facility. The agreements are coterminous. As of June 30, 2022, the subleases were classified as operating leases and each had a remaining term of 1.3 years, with scheduled annual rent increases and no option to extend or renew the sublease term. Sublease income is recognized on a straight-line basis over the term of the subleases as a reduction to expense incurred by the Company under the associated head lease. In August 2021, the Company entered into an agreement with an unrelated party to sublease a portion of the Company’s office space in Denver, Colorado, as part of its overall real estate management strategy. As of June 30, 2022, this sublease was classified as an operating lease and had a remaining term of 2.4 years with scheduled annual rent increases and no option to extend or renew the sublease term. Sublease income is recognized on a straight-line basis over the sublease term as a reduction to expense incurred by the Company under the associated master lease. In connection with the execution of this agreement, the Company recognized a non-cash loss on sublease of $4.8 million in the third quarter of 2021. The following table presents the components of lease expense on the Company’s condensed consolidated statements of operations and comprehensive loss for each of the periods indicated. Three Months Ended Six Months Ended 2022 2021 2022 2021 (in thousands) Operating lease expense $ 5,611 $ 4,345 $ 11,372 $ 8,627 Short-term lease expense 157 10 268 54 Variable lease expense 1,546 1,593 3,369 3,029 Sublease income (228) (56) (456) (110) Total lease expense $ 7,086 $ 5,892 $ 14,553 $ 11,600 As of June 30, 2022, for the Company’s operating leases, the weighted-average remaining lease term was 7.5 years and the weighted-average discount rate was 11.2%. For the six months ended June 30, 2022 and 2021, cash paid for amounts included in the measurement of operating lease liabilities was $13.1 million and $9.2 million, respectively. For each of the six months ended June 30, 2022 and 2021, lease liabilities arising from obtaining right-of use assets were $1.3 million and $11.3 million, respectively. The following table presents the maturities of the Company’s operating lease liabilities as of the date indicated, and excludes the impact of future sublease income totaling $4.0 million in aggregate. June 30, 2022 (in thousands) Remainder of 2022 $ 11,152 2023 21,960 2024 21,707 2025 17,890 2026 18,404 Thereafter 69,751 Total lease payments 160,864 Less: imputed interest (54,836) Total lease liability $ 106,028 As of June 30, 2022, the Company had additional operating leases for facilities that have not yet commenced with future minimum lease payments of approximately $17.5 million. Each of these operating leases will commence during the fiscal year ending 2022 and have lease terms of approximately 6 to 8 years. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table presents the components of outstanding long-term debt on the Company’s condensed consolidated balance sheets as of each of the dates indicated. June 30, 2022 December 31, 2021 (in thousands) Term loan facilities $ 569,498 $ 572,374 Convertible senior notes 380,000 380,000 Deferred government grant obligations 3,500 3,500 Other borrowings 3,891 4,423 Less: unamortized debt discount and issuance costs (21,864) (107,777) Total debt 935,025 852,520 Less: current portion of long-term debt (7,279) (7,204) Total long-term debt $ 927,746 $ 845,316 The Company believes the carrying value of its long-term debt approximates the fair value of the debt as the terms and interest rates approximate the market rates, other than the 2.25% convertible senior notes due 2025 (the “Notes”), which had an estimated fair value of $322.7 million and $403.3 million as of June 30, 2022 and December 31, 2021, respectively. Each of the Company’s long-term debt instruments were classified as Level 2 within the fair value hierarchy. Term Loan Credit and Guaranty Agreement The Company entered into a Term Loan Credit and Guaranty Agreement, dated June 28, 2021 (the “Term Loan Agreement”), among the Company, as borrower, the subsidiaries of the Company party thereto, as guarantors, the lenders party thereto, and Alter Domus (US) LLC as administrative agent and collateral agent. Pursuant to the Term Loan Agreement, the lenders thereunder made term loans to the Company on June 29, 2021 (the “Funding Date”) in the aggregate principal amount of $475 million (the “Term Loan Facilities”). The Term Loan Facilities have an initial maturity date of December 28, 2024 (the “Maturity Date”). Commencing on the Funding Date, loans under the Term Loan Facilities will bear interest at a per annum rate equal to a base rate or adjusted Eurodollar rate, as applicable, plus the applicable margin of 4.75% in the case of the base rate loans and 5.75% in the case of the Eurodollar loans. The Term Loan Agreement requires the Company to make quarterly principal repayments equal to 0.25% of the $475 million aggregate principal amount, beginning September 2021. If the loans under the Term Loan Facilities are prepaid prior to the second anniversary, subject to certain customary exceptions, the Company shall pay the Applicable Premium (as defined in the Term Loan Agreement) on the amount of the loans so prepaid. On November 4, 2021, the Company entered into a First Amendment to Term Loan Credit and Guaranty Agreement and a Joinder Agreement, which amended the Term Loan Agreement (collectively, the “Amended Term Loan Facility”) primarily to provide for an incremental facility to the Company in an original principal amount of $100 million. The Company is required to make quarterly principal repayments equal to 0.25% of this original principal amount beginning in December 2021. The proceeds of the Amended Term Loan Facility may be used for general corporate purposes. The associated effective interest rate of the Amended Term Loan Facility for each of the three and six months ended June 30, 2022 was approximately 8.00%. The associated interest expense was approximately $11.1 million and $22.2 million for the three and six months ended June 30, 2022, respectively. The obligations under the Term Loan Agreement are guaranteed by certain of the Company’s subsidiaries (the Company and the guarantors, collectively, the “Credit Parties”). The obligations under the Term Loan Agreement are secured, subject to customary permitted liens and other agreed-upon exceptions, by a perfected security interest in all tangible and intangible assets of the Credit Parties, except for certain customary excluded assets. The Term Loan Agreement contains customary affirmative covenants, including, among others, the provision of annual and quarterly financial statements and compliance certificates, maintenance of property, insurance, compliance with laws and environmental matters. The Term Loan Agreement contains customary negative covenants, including, among others, restrictions on the incurrence of indebtedness, granting of liens, making investments and acquisitions, paying dividends, repurchases of equity interests in the Company and entering into affiliate transactions and asset sales. The Term Loan Agreement contains a financial covenant that requires the Company to maintain minimum Recurring Revenues (as defined in the Term Loan Agreement) as of the last day of any period of four consecutive fiscal quarters of the Company commencing with fiscal quarter ending September 30, 2021 through the Maturity Date. The Term Loan Agreement also provides for customary events of default, including, among others: non-payment of obligations; bankruptcy or insolvency event; failure to comply with covenants; breach of representations or warranties; defaults on other material indebtedness; impairment of any lien on any material portion of the Collateral (as defined in the Term Loan Agreement); failure of any material provision of the Term Loan Agreement or any guaranty to remain in full force and effect; a change of control of the Company; and material judgment defaults. The occurrence of an event of default could result in the acceleration of obligations under the Term Loan Agreement. If an event of default under the Term Loan Agreement occurs and is continuing, then, at the request (or with the consent) of the lenders holding a majority of the commitments and loans under the Term Loan Agreement, upon notice by the administrative agent to the borrowers, the obligations under the Term Loan Agreement shall become immediately due and payable. In addition, if the Credit Parties become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Term Loan Agreement will automatically become immediately due and payable. Credit Agreement On June 25, 2020, the Company entered into a credit agreement (the “Credit Agreement”) with Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, and certain other lenders party thereto that provided for $50 million in revolving loans (the “Loans”). The Credit Agreement allowed for incremental borrowings from time to time in an aggregate amount for all such incremental amounts not to exceed (i) the lesser of (x) $50 million and (y) an amount such that the aggregate principal amount of the lenders’ commitments under the revolving credit facility does not exceed $100 million, plus (ii) certain specified prepayments of indebtedness, plus (iii) an unlimited amount subject to satisfaction of a leverage ratio based compliance test. The Loans bore interest, at the Company’s option, at variable rates based on (i) a customary base rate plus an applicable margin of 2.75% or (ii) an adjusted LIBOR rate (with a floor of 0.00%) for the interest period relevant to such borrowing plus an applicable margin of 3.75%. In connection with entering into the Term Loan Agreement in June 2021, the Company terminated the Credit Agreement and recognized a loss on debt extinguishment of $1.1 million in connection with the write-off of previously capitalized deferred financing costs and associated fees. Convertible Senior Notes In April 2020, the Company issued the Notes in an aggregate principal amount of $380 million, including the exercise by the initial purchasers of an option to purchase additional Notes, in a private placement to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended. The net proceeds from the offering of the Notes were approximately $369.6 million after deducting the initial purchasers’ discounts, commissions and offering expenses payable by the Company. The Notes are governed by an indenture (the “Indenture”) between the Company and Wilmington Trust, National Association, as trustee. The Notes bear interest at a rate of 2.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2020. The Notes will mature on May 1, 2025, unless earlier repurchased, redeemed or converted. The Notes are the senior, unsecured obligations of the Company and are equal in right of payment with the Company’s senior unsecured indebtedness, senior in right of payment to the Company’s indebtedness that is expressly subordinated to the Notes, effectively subordinated to the Company’s senior secured indebtedness (including indebtedness under the Term Loan Facilities), to the extent of the value of the collateral securing that indebtedness, and structurally subordinated to all indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries. The net carrying amount of the Notes consists of the following as of each of the dates indicated: June 30, 2022 December 31, 2021 (in thousands) Principal $ 380,000 $ 380,000 Unamortized debt discount for conversion option — (83,609) Unamortized issuance costs (5,940) (5,104) Net carrying amount $ 374,060 $ 291,287 Issuance costs are being amortized to interest expense over the contractual term of the Notes. Subsequent to the adoption of ASU 2020-06, the effective interest rate used to amortize the issuance costs was 2.9%. The interest expense related to the Notes for the three months ended June 30, 2022 and 2021 was $2.7 million and $7.6 million, respectively. The interest expense related to the Notes for the six months ended June 30, 2022 and 2021 was $5.3 million and $15.2 million, respectively. Holders may convert their Notes at their option in the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price per share of the Company’s common stock, exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; • during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; • upon the occurrence of certain corporate events or distributions on the Company’s common stock, as provided in the Indenture; • if the Company calls such Notes for redemption; and • at any time from, and including, November 1, 2024 until the close of business on the second scheduled trading day immediately before the maturity date. The initial conversion rate for the Notes is 35.3773 shares of the Company’s common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $28.27 per share of the Company’s common stock, and is subject to adjustment upon the occurrence of certain specified events as set forth in the Indenture. Upon conversion, the Company will pay or deliver, as applicable, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. In the event of the Company calling the Notes for redemption or the holders of the Notes electing to convert their Notes, the Company will determine whether to settle in cash, common stock or a combination thereof. Upon the occurrence of a “make-whole fundamental change” (as defined in the Indenture), the Company will in certain circumstances increase the conversion rate for a specified period of time. As of June 30, 2022, the if-converted value of the Notes did not exceed the principal amount. In addition, upon the occurrence of a “fundamental change” (as defined in the Indenture), holders of the Notes may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any. The Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after May 5, 2023 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice, and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any Note for redemption will constitute a “make-whole fundamental change” with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if such Note is converted after it is called for redemption. No sinking fund is provided for the Notes. As of June 30, 2022, the conditions allowing holders of the Notes to convert had not been met and the Company has the right under the Indenture to determine the method of settlement at the time of conversion. Therefore, the Notes are classified as non-current on the condensed consolidated balance sheets. In connection with the Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain counterparties. The Capped Call Transactions are generally expected to reduce potential dilution to the Company’s common stock upon any conversion of Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions is initially $44.34 per share. The cost of the Capped Call Transactions was approximately $50.5 million. In April 2020, the Company used a portion of the proceeds from the sale of the Notes to repay in full all amounts outstanding, and discharge all obligations in respect of, the $250 million senior secured term loan facility. The Company intends to use the remaining net proceeds from the sale of the Notes for working capital or other general corporate purposes, which may include capital expenditures, potential acquisitions and strategic transactions. Deferred Government Grant Obligations Government grants awarded to the Company in the form of forgivable loans are recorded within long-term debt on the Company’s condensed consolidated balance sheets until all contingencies are resolved and the grants are determined to be realized. The Company has a total of two outstanding conditional loan agreements with Prince George’s County, Maryland and the State of Maryland for an aggregate amount of $3.5 million, each bearing an interest rate of 3% per annum. These agreements are conditional loan obligations that may be forgiven, provided that the Company attains certain conditions related to employment levels at 2U’s Lanham, Maryland headquarters. In July 2020, the Company amended its conditional loan agreement with Prince George’s County to modify the terms of the employment level thresholds. The conditional loan with Prince George’s County has a maturity date of June 22, 2027. In January 2021, the Company amended its conditional loan agreement with the State of Maryland to modify the terms of the employment level thresholds and extend the maturity date to June 30, 2028. The interest expense related to these loans for the three and six months ended June 30, 2022 and 2021 was immaterial. As of June 30, 2022 and December 31, 2021, the Company’s combined accrued interest balance associated with the deferred government grant obligations was $0.6 million and $0.5 million, respectively. Letters of Credit Certain of the Company’s operating lease agreements entered into require security deposits in the form of cash or an unconditional, irrevocable letter of credit. As of June 30, 2022, the Company has entered into standby letters of credit totaling $16.2 million as security deposits for the applicable leased facilities and in connection with the deferred government grant obligations. The Company maintains restricted cash as collateral for standby letters of credit for the Company’s leased facilities and in connection with the deferred government grant obligations. Future Principal Payments Future principal payments under the Amended Term Loan Facility, the Notes, and the government grants, as of the date indicated are as follows: June 30, 2022 (in thousands) Remainder of 2022 $ 2,876 2023 5,753 2024 560,869 2025 380,000 2026 — Thereafter* 3,500 Total future principal payments $ 952,998 * Amounts represent conditional loan obligations that may be forgiven, provided that the Company attains certain conditions related to employment levels at 2U’s Lanham, Maryland headquarters. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s income tax provisions for all periods consist of federal, state and foreign income taxes. The income tax provisions for the three and six months ended June 30, 2022 and 2021 were based on estimated full-year effective tax rates, including the mix of income for the period between higher-taxed and lower-taxed jurisdictions, after giving effect to significant items related specifically to the interim periods, and loss-making entities for which it is not more likely than not that a tax benefit will be realized. The Company’s effective tax rate for each of the three and six months ended June 30, 2022 and 2021 was less than 1%. The Company’s income tax benefit for the three months ended June 30, 2022 and 2021 was $0.2 million and $0.1 million, respectively. The Company’s income tax benefit for the six months ended June 30, 2022 and 2021 was $0.4 million and $0.1 million, respectively. The income tax benefit is related to losses generated by operations and the amortization of acquired intangibles in the Alternative Credential Segment that are expected to be realized through future reversing taxable temporary differences. To date, the Company has not been required to pay U.S. federal income taxes because of current and accumulated net operating losses. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock As of June 30, 2022, the Company was authorized to issue 205,000,000 total shares of capital stock, consisting of 200,000,000 shares of common stock and 5,000,000 shares of preferred stock. As of June 30, 2022, there were 77,219,835 shares of common stock outstanding, and the Company had reserved a total of 31,098,418 of its authorized shares of common stock for future issuance as follows: Shares Reserved for Future Issuance Outstanding restricted stock units 5,477,279 Outstanding performance restricted stock units 2,515,924 Outstanding stock options 5,964,973 Reserved for convertible senior notes 17,140,242 Total shares of common stock reserved for future issuance 31,098,418 On August 6, 2020, the Company sold 6,800,000 shares of the Company’s common stock to the public. The Company received net proceeds of $299.8 million, which the Company uses for working capital and other general corporate purposes, which may include capital expenditures, potential acquisitions, growth opportunities and strategic transactions. Stock-Based Compensation The Company maintains two stock-based compensation plans: the Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”) and the 2008 Stock Incentive Plan (the “2008 Plan” and together with the 2014 Plan, the “Stock Plans”). Upon the effective date of the 2014 Plan in January 2014, the Company ceased using the 2008 Plan to grant new equity awards. The shares available for future issuance under the 2014 Plan increased by 3,782,719 and 3,619,344 on January 1, 2022 and 2021, respectively, pursuant to the automatic share reserve increase provision in the 2014 Plan. The Company also has a 2017 Employee Stock Purchase Plan (the “ESPP”). As of June 30, 2022, 379,670 shares remained available for purchase under the ESPP. The following table presents stock-based compensation expense related to the Stock Plans and the ESPP, contained on the following line items on the Company’s condensed consolidated statements of operations and comprehensive loss for each of the periods indicated. Three Months Ended Six Months Ended 2022 2021 2022 2021 (in thousands) Curriculum and teaching $ 49 $ 17 $ 96 $ 33 Servicing and support 4,321 3,964 8,680 7,813 Technology and content development 2,635 3,095 6,497 6,369 Marketing and sales 1,722 1,672 3,848 3,173 General and administrative 13,622 16,028 27,652 32,335 Total stock-based compensation expense $ 22,349 $ 24,776 $ 46,773 $ 49,723 Restricted Stock Units The 2014 Plan provides for the issuance of restricted stock units (“RSUs”) to eligible participants. RSUs generally vest over a three Number of Weighted- Outstanding balance as of December 31, 2021 2,613,063 $ 32.29 Granted 4,176,272 10.63 Vested (1,081,341) 28.17 Forfeited (230,715) 22.68 Outstanding balance as of June 30, 2022 5,477,279 $ 16.99 The total compensation expense related to the unvested RSUs not yet recognized as of June 30, 2022 was $64.3 million, and will be recognized over a weighted-average period of approximately 2.0 years. Performance Restricted Stock Units The 2014 Plan allows for the grant of performance restricted stock units (“PRSUs”) to eligible participants. The right to earn the PRSUs is subject to achievement of the defined performance metrics and continuous employment service. The performance metrics are defined and approved by the compensation committee of our board of directors. Earned PRSUs may be subject to additional time-based vesting. During the first quarter of 2022, the PRSU awards granted as part of the Company’s 2020 annual equity award cycle with a performance period that began on January 1, 2021 and ended on December 31, 2021, which were subject to market-based vesting conditions, did not achieve the market-based targets for the second performance period, and 0% of the granted quantities vested. The PRSU awards granted as part of the Company’s 2021 annual equity award cycle with a performance period that began on January 1, 2021 and ended on December 31, 2021, which were subject to internal financial performance-based vesting targets, were earned at 112.7% of target. The following tables present a summary of (i) the assumptions used for estimating the fair values of the PRSUs subject to market-based vesting conditions and (ii) the Company’s PRSU activity for the period indicated. As of June 30, 2022 and December 31, 2021, there were 1.3 million and 1.0 million outstanding PRSUs for which the performance metrics had not been defined as of each respective date. Accordingly, such awards are not considered granted for accounting purposes as of June 30, 2022 and December 31, 2021, and have been excluded from the tables below. No PRSUs were granted during each of the three months ended June 30, 2022 and 2021. Six Months Ended 2022 2021 Risk-free interest rate 0.39% – 1.88% 0.10% – 0.26% Expected term (years) 1.00 – 3.00 1.00 – 3.00 Expected volatility 49% – 97% 85% – 89% Dividend yield 0% 0% Weighted-average grant date fair value per share $18.67 $61.33 Number of Weighted- Outstanding balance as of December 31, 2021 1,121,277 $ 48.62 Granted 2,081,647 16.63 Vested (3,106) 40.74 Forfeited (683,894) 52.98 Outstanding balance as of June 30, 2022 2,515,924 $ 21.46 The total compensation expense related to the unvested PRSUs not yet recognized as of June 30, 2022 was $23.8 million, and will be recognized over a weighted-average period of approximately 1.4 years. Stock Options The Stock Plans provide for the issuance of stock options to eligible participants. Stock options issued under the Stock Plans generally are exercisable for periods not to exceed 10 years and generally vest over a three The following table summarizes the assumptions used for estimating the fair value of the stock options granted for the period presented. No stock options were granted during the six months ended June 30, 2021. Three Months Ended Six Months Ended Risk-free interest rate 2.8% - 3.0% 1.9% - 3.0% Expected term (years) 5.63 - 5.78 5.63 - 5.78 Expected volatility 75% - 77% 75% - 77% Dividend yield 0% 0% Weighted-average grant date fair value per share $7.03 $6.99 The following table presents a summary of the Company’s stock option activity for the period indicated. Number of Weighted-Average Weighted-Average Aggregate Outstanding balance as of December 31, 2021 3,477,439 $ 36.13 3.87 $ 16,246 Granted 3,043,789 10.76 8.86 Exercised (286,733) 3.12 0.02 Forfeited (227,384) 14.89 Expired (42,138) 60.02 Outstanding balance as of June 30, 2022 5,964,973 25.41 6.58 1,806 Exercisable as of June 30, 2022 3,187,768 $ 34.69 3.93 $ 1,802 The aggregate intrinsic value of options exercised during the six months ended June 30, 2022 and 2021 was $3.2 million and $5.2 million, respectively. The total compensation expense related to the unvested options not yet recognized as of June 30, 2022 was $21.8 million, and will be recognized over a weighted-average period of approximately 2.5 years. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share Diluted net loss per share is the same as basic net loss per share for all periods presented because the effects of potentially dilutive items were anti-dilutive, given the Company’s net loss. The following securities have been excluded from the calculation of weighted-average shares of common stock outstanding because the effect is anti-dilutive for each of the periods indicated. Three and Six Months Ended 2022 2021 Stock options 5,964,973 3,634,078 Restricted stock units 5,477,279 2,901,519 Performance restricted stock units 2,515,924 1,580,153 Shares related to convertible senior notes 13,443,374 13,443,374 Total antidilutive securities 27,401,550 21,559,124 The following table presents the calculation of the Company’s basic and diluted net loss per share for each of the periods indicated. Three Months Ended Six Months Ended 2022 2021 2022 2021 Numerator (in thousands): Net loss $ (62,852) $ (21,831) $ (188,632) $ (67,395) Denominator: Weighted-average shares of common stock outstanding, basic and diluted 77,059,157 74,421,911 76,667,681 74,051,220 Net loss per share, basic and diluted $ (0.82) $ (0.29) $ (2.46) $ (0.91) |
Segment and Geographic Informat
Segment and Geographic Information | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic Information The Company has two reportable segments: the Degree Program Segment and the Alternative Credential Segment. The Company’s reportable segments are determined based on (i) financial information reviewed by the chief operating decision maker, the Chief Executive Officer (“CEO”), (ii) internal management and related reporting structure, and (iii) the basis upon which the CEO makes resource allocation decisions. The Company’s Degree Program Segment includes the technology and services provided to nonprofit colleges and universities to enable the online delivery of degree programs. The Company’s Alternative Credential Segment includes the premium online executive education programs and technical skills-based boot camps provided through relationships with nonprofit colleges and universities. Significant Customers For the three and six months ended June 30, 2022 and June 30, 2021, no university clients accounted for 10% or more of the Company’s consolidated revenue. As of June 30, 2022, one university client in the Degree Program Segment accounted for 10% or more of the Company’s consolidated accounts receivable, net balance, with $6.9 million, or approximately 10% of the Company’s consolidated accounts receivable, net balance. As of December 31, 2021, two university clients in the Degree Program Segment each accounted for 10% or more of the Company’s consolidated accounts receivable, net balance, with $9.8 million and $8.8 million, or approximately 14% and 13% of the Company’s consolidated accounts receivable, net balance, respectively. Segment Performance The following table presents financial information regarding each of the Company’s reportable segment’s results of operations for each of the periods indicated. Three Months Ended Six Months Ended 2022 2021 2022 2021 (dollars in thousands) Revenue by segment* Degree Program Segment $ 143,090 $ 146,214 $ 297,257 $ 292,089 Alternative Credential Segment 98,374 90,995 197,536 177,593 Total revenue $ 241,464 $ 237,209 $ 494,793 $ 469,682 Segment profitability** Degree Program Segment $ 39,539 $ 27,973 $ 75,357 $ 53,861 Alternative Credential Segment (17,637) (10,861) (41,175) (23,001) Total segment profitability $ 21,902 $ 17,112 $ 34,182 $ 30,860 Segment profitability margin*** Degree Program Segment 27.6 % 19.1 % 25.4 % 18.4 % Alternative Credential Segment (17.9) (11.9) (20.8) (13.0) Total segment profitability margin 9.1 % 7.2 % 6.9 % 6.6 % * The Company has excluded immaterial amounts of intersegment revenues from each of the three and six months ended June 30, 2022 and 2021. ** The Company defines segment profitability as net income or net loss, as applicable, before net interest income (expense), other income (expense), net, taxes, depreciation and amortization expense, deferred revenue fair value adjustments, transaction costs, integration costs, restructuring-related costs, stockholder activism costs, certain litigation-related costs, consisting of fees for certain non-ordinary course litigation and other proceedings, impairment charges, losses on debt extinguishment, and stock-based compensation expense. Some or all of these items may not be applicable in any given reporting period. *** The Company defines segment profitability margin as segment profitability as a percentage of the respective segment’s revenue. The following table presents a reconciliation of the Company’s total segment profitability to net loss for each of the periods indicated. Three Months Ended Six Months Ended 2022 2021 2022 2021 (in thousands) (in thousands) Net loss $ (62,852) $ (21,831) $ (188,632) $ (67,395) Adjustments: Stock-based compensation expense 22,349 24,776 46,773 49,723 Other (income) expense, net 1,367 (24,070) 2,397 (23,155) Net interest expense 13,665 7,836 27,298 15,355 Income tax benefit (164) (127) (415) (129) Depreciation and amortization expense 31,342 26,422 65,757 51,409 Impairment charges — — 58,782 — Loss on debt extinguishment — 1,101 — 1,101 Restructuring charges 16,753 1,334 17,540 1,819 Other* (558) 1,671 4,682 2,132 Total adjustments 84,754 38,943 222,814 98,255 Total segment profitability $ 21,902 $ 17,112 $ 34,182 $ 30,860 * Includes (i) transaction and integration expense of $1.0 million and $1.7 million for the three months ended June 30, 2022 and 2021, respectively, and $3.4 million and $1.7 million for the six months ended June 30, 2022 and 2021, respectively, and (ii) stockholder activism and litigation-related (recoveries) expense of $(1.6) million and zero for the three months ended June 30, 2022 and 2021, respectively, and $1.3 million and $0.4 million for the six months ended June 30, 2022 and 2021, respectively. The following table presents the Company’s total assets by segment as of each of the dates indicated. June 30, December 31, (in thousands) Total assets Degree Program Segment $ 525,076 $ 546,572 Alternative Credential Segment 1,508,158 1,562,434 Total assets $ 2,033,234 $ 2,109,006 Geographical Information The Company’s non-U.S. revenue is based on the currency of the country in which the university client primarily operates. The Company’s non-U.S. revenue was $27.2 million and $26.3 million for the three months ended June 30, 2022 and 2021, respectively. The Company’s non-U.S. revenue was $55.3 million and $49.4 million for the six months ended June 30, 2022 and 2021, respectively. Substantially all of the Company’s non-U.S. revenue for each of the aforementioned periods was sourced from the Alternative Credential Segment’s operations outside of the U.S. The Company’s long-lived tangible assets in non-U.S. countries as of June 30, 2022 and December 31, 2021 totaled approximately $3.5 million and $3.3 million, respectively. |
Receivables and Contract Liabil
Receivables and Contract Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Receivables And Contract Liabilities Disclosure [Abstract] | |
Receivables and Contract Liabilities | Receivables and Contract Liabilities Trade Accounts Receivable The Company’s trade accounts receivable balances relate to amounts due from students or customers occurring in the normal course of business. Trade accounts receivable balances have a term of less than one year and are included in accounts receivable, net on the Company’s condensed consolidated balance sheets. The following table presents the Company’s trade accounts receivable in each segment as of each of the dates indicated. June 30, December 31, (in thousands) Degree Program Segment accounts receivable $ 21,177 $ 31,762 Degree Program Segment unbilled revenue 19,048 4,440 Alternative Credential Segment accounts receivable 44,221 42,771 Total 84,446 78,973 Less: Provision for credit losses (14,602) (11,686) Trade accounts receivable, net $ 69,844 $ 67,287 The following table presents the change in provision for credit losses for trade accounts receivable on the Company’s condensed consolidated balance sheets for the period indicated. Provision for Credit Losses (in thousands) Balance as of December 31, 2021 $ 11,686 Current period provision 3,334 Foreign currency translation adjustments (16) Other (402) Balance as of June 30, 2022 $ 14,602 Other Receivables The Company’s other receivables are comprised of amounts due under tuition payment plans with extended payment terms from students enrolled in certain of the Company’s alternative credential offerings. These payment plans, which are managed and serviced by third-party providers, are designed to assist students with paying tuition costs after all other student financial assistance and scholarships have been applied. The associated receivables generally have payment terms that range from 12 to 42 months and are recorded net of any implied pricing concessions, which are determined based on collections history, market data and any time value of money component. There are no fees or origination costs included in these receivables. The carrying value of these receivable balances approximate their fair value. The following table presents the components of the Company’s other receivables, net, as of each of the dates indicated. June 30, December 31, (in thousands) Other receivables, amortized cost $ 54,919 $ 52,428 Less: Provision for credit losses (2,697) (1,421) Other receivables, net $ 52,222 $ 51,007 Other receivables, net, current $ 30,938 $ 29,439 Other receivables, net, non-current $ 21,284 $ 21,568 The following table presents the change in provision for credit losses for other receivables on the Company’s condensed consolidated balance sheets for the period indicated. Provision for Credit Losses (in thousands) Balance as of December 31, 2021 $ 1,421 Current period provision 1,276 Balance as of June 30, 2022 $ 2,697 The Company considers receivables to be past due when amounts contractually due under the extended payment plans have not been paid. As of June 30, 2022, 89% of other receivables, net due under extended payment plans were current. At the time of origination, the Company categorizes its other receivables using a credit quality indicator based on the credit tier rankings obtained from the third-party providers that manage and service the payment plans. The third-party providers utilize credit rating agency data to determine the credit tier rankings. The Company monitors the collectability of its other receivables on an ongoing basis. The adequacy of the allowance for credit losses is determined through analysis of multiple factors, including industry trends, portfolio performance, and delinquency rates. The following tables present other receivables, at amortized cost including interest accretion, by credit quality indicator and year of origination, as of the dates indicated. June 30, 2022 Year of Origination 2022 2021 2020 2019 2018 Total (in thousands) Credit Quality Tier High $ 12,263 $ 7,760 $ 64 $ 21 $ 115 $ 20,223 Mid 12,122 7,457 910 1,345 392 22,226 Low 4,557 4,239 1,429 1,915 330 12,470 Total $ 28,942 $ 19,456 $ 2,403 $ 3,281 $ 837 $ 54,919 December 31, 2021 Year of Origination 2021 2020 2019 2018 Total (in thousands) Credit Quality Tier High $ 18,466 $ 1,635 $ 24 $ 115 $ 20,240 Mid 14,352 2,992 1,312 392 19,048 Low 8,135 2,802 1,873 330 13,140 Total $ 40,953 $ 7,429 $ 3,209 $ 837 $ 52,428 Contract Liabilities The Company’s deferred revenue represents contract liabilities. The Company generally receives payments from Degree Program Segment university clients early in each academic term and from Alternative Credential Segment students, either in full upon registration for the course or in full before the end of the course based on a payment plan, prior to completion of the service period. These payments are recorded as deferred revenue until the services are delivered or until the Company’s obligations are otherwise met, at which time revenue is recognized. The following table presents the Company’s contract liabilities in each segment as of each of the dates indicated. June 30, December 31, (in thousands) Degree Program Segment deferred revenue $ 38,303 $ 3,462 Alternative Credential Segment deferred revenue 94,169 88,464 Total contract liabilities $ 132,472 $ 91,926 For the Degree Program Segment, during the three months ended June 30, 2022 and 2021 the Company recognized $0.1 million and no revenue related to its deferred revenue balances that existed at the end of each preceding year. Revenue recognized in this segment during the six months ended June 30, 2022 and 2021 that was included in the deferred revenue balance that existed at the end of each preceding year was $1.4 million and $1.7 million, respectively. For the Alternative Credential Segment, during the three months ended June 30, 2022 and 2021 the Company recognized $16.3 million and $16.0 million related to its deferred revenue balances that existed at the end of each preceding year. Revenue recognized in this segment during the six months ended June 30, 2022 and 2021 that was included in the deferred revenue balance that existed at the end of each preceding year was $66.5 million and $71.9 million, respectively. Contract Acquisition Costs The Degree Program Segment had $0.5 million and $0.5 million of net capitalized contract acquisition costs recorded primarily within other assets, non-current on the condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021, respectively. For each of the six months ended June 30, 2022 and 2021, the Company capitalized an immaterial amount of contract acquisition costs and recorded an immaterial amount of associated amortization expense in the Degree Program Segment. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow InformationThe Company’s cash interest payments, net of amounts capitalized, were $23.5 million and $4.5 million for the six months ended June 30, 2022 and 2021, respectively. The Company’s accrued but unpaid capital expenditures were $4.7 million and $2.6 million for the six months ended June 30, 2022 and 2021, respectively. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements, which include the assets, liabilities, results of operations and cash flows of the Company have been prepared in accordance with: (i) generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information; (ii) the instructions to Form 10-Q; and (iii) the guidance of Rule 10-01 of Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for financial statements required to be filed with the Securities and Exchange Commission (the “SEC”). As permitted under such rules, certain notes and other financial information normally required by U.S. GAAP have been condensed or omitted. The Company believes the condensed consolidated financial statements reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position, results of operations, and cash flows as of and for the periods presented herein. The Company’s results of operations for the three and six months ended June 30, 2022 and 2021 may not be indicative of the Company’s future results. These condensed consolidated financial statements are unaudited and should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. All significant intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated balance sheet data as of December 31, 2021 was derived from the audited financial statements, but does not include all disclosures required by U.S. GAAP on an annual reporting basis. |
Reclassifications | Reclassifications The Company has reclassified prior period amounts in the condensed consolidated statements of cash flows to conform to the current period’s presentation of other receivables. The Company reclassified $14.7 million from changes in prepaid |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported herein. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances. Significant items subject to such estimates include, but are not limited to, the measurement of provisions for credit losses, implied price concessions, acquired intangible assets, the recoverability of goodwill and indefinite-lived intangible assets, deferred tax assets, and the fair value of the convertible senior notes. Due to the inherent uncertainty involved in making estimates, particularly in light of the COVID-19 pandemic, actual results reported in future periods may be affected by changes in those estimates. The Company evaluates its estimates and assumptions on an ongoing basis. |
Fair Value Measurements | Fair Value Measurements The carrying amounts of certain assets and liabilities, including cash and cash equivalents, receivables, advances to university clients, accounts payable and accrued expenses and other current liabilities, approximate their respective fair values due to their short-term nature. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in the absence of a principal, most advantageous, market for the specific asset or liability. U.S. GAAP provides for a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. Generally, assets are recorded at fair value on a non-recurring basis as a result of impairment charges. The Company remeasures non-financial assets such as goodwill, intangible assets and other long-lived assets at fair value when there is an indicator of impairment, and records them at fair value only when recognizing an impairment loss. The fair value hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. Refer to Note 4 for further discussion of assets measured at fair value on a nonrecurring basis. The three tiers are defined as follows: • Level 1 —Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; • Level 2 —Observable inputs, other than quoted prices in active markets, that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and • Level 3 —Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. |
Business Combinations | Business Combinations The purchase price of an acquisition is allocated to the assets acquired, including intangible assets, and liabilities assumed, based on their respective fair values at the acquisition date. Acquisition-related costs are expensed as incurred. The excess of the cost of an acquired entity, net of the amounts assigned to the assets acquired and liabilities assumed, is recognized as goodwill. The net assets and results of operations of an acquired entity are included on the Company’s condensed consolidated financial statements from the acquisition date. |
Goodwill | Goodwill Goodwill is the excess of purchase price over the fair value of identified net assets of businesses acquired. The Company’s goodwill balance relates to its acquisitions of GetSmarter in July 2017, Trilogy in May 2019 and edX in November 2021. The Company tests goodwill at the reporting unit level, which is an operating segment or one level below an operating segment. The Company initially assesses qualitative factors to determine if it is necessary to perform a quantitative goodwill impairment review. The Company reviews goodwill for impairment using a quantitative approach if it decides to bypass the qualitative assessment or determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value based on a qualitative assessment. Upon completion of a quantitative assessment, the Company may be required to recognize an impairment based on the difference between the carrying value and the fair value of the reporting unit. The Company determines the fair value of a reporting unit by utilizing a weighted combination of the income-based and market-based approaches. The income-based approach requires the Company to make significant assumptions and estimates. These assumptions and estimates primarily include, but are not limited to, the selection of appropriate peer group companies, discount rates, terminal growth rates, and forecasts of revenue, operating income, depreciation and amortization expense, capital expenditures and future working capital requirements. When determining these assumptions and preparing these estimates, the Company considers each reporting unit’s historical results and current operating trends, revenue, profitability, cash flow results and forecasts, and industry trends. These estimates can be affected by a number of factors including, but not limited to, general economic and regulatory conditions, market capitalization, the continued efforts of competitors to gain market share and prospective student enrollment patterns. In addition, the value of a reporting unit using the market-based approach is estimated by comparing the reporting unit to other publicly traded companies and/or to publicly-disclosed business mergers and acquisitions in similar lines of business. The value of a reporting unit is based on pricing multiples of certain financial parameters observed in the comparable companies. The Company also makes estimates and assumptions for market values to determine a reporting unit’s estimated fair value. |
Other Indefinite-lived Intangible Assets | Other Indefinite-lived Intangible AssetsThe Company’s indefinite-lived intangible asset was acquired in November 2021 and represents the established edX trade name. |
Interim Impairment Assessment | Interim Impairment Assessment During the first quarter of 2022, the Company experienced a significant decline in its market capitalization, which management deemed a triggering event related to goodwill and its indefinite-lived intangible asset. As a result, the Company performed an interim impairment assessment as of March 1, 2022 and determined the carrying value for one of the reporting units within the Company’s Alternative Credential Segment and the carrying value of an indefinite-lived intangible asset exceeded their respective estimated fair values. As a result, during the three months ended March 31, 2022, the Company recorded impairment charges of $28.8 million and $30.0 million to goodwill and the indefinite-lived intangible asset, respectively, both within the Company’s Alternative Credential Segment. These charges are included within operating expense on the Company’s condensed consolidated statements of operations. The estimated fair values of the remaining reporting units exceeded their respective carrying values by approximately 10% or more. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts indexed to and potentially settled in an entity’s own equity. The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. As a result, in more cases, convertible debt will be accounted for as a single instrument. The guidance also removes certain conditions for equity classification related to contracts in an entity’s own equity and requires the application of the if-converted method for calculating diluted earnings per share. This ASU is effective for fiscal years beginning after December 15, 2021. The Company adopted this ASU on a modified retrospective basis in the first quarter of 2022, effective as of January 1, 2022. As a result of the adoption, long-term debt increased $81.7 million, additional paid-in capital decreased $114.6 million, deferred tax liabilities decreased $22.1 million, and the Company recorded a cumulative-effect adjustment to opening accumulated deficit of $32.8 million. Adoption of this ASU requires the use of the if-converted method for all convertible notes in the diluted net income (loss) per share calculation and the inclusion of the effect of potential share settlement of the convertible notes, if the effective is more dilutive. There was no impact to the number of potentially dilutive shares as a result of the adoption. Adoption of this standard did not have a material impact on the Company’s liquidity or cash flows. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This ASU is intended to provide optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, to ease the potential accounting and financial reporting burden associated with the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This ASU may be applied as of the beginning of any interim period that includes its effective date (i.e., March 12, 2020) through December 31, 2022. The Company will adopt this standard when LIBOR is discontinued and does not expect the adoption of this standard to have a material impact on its consolidated financial statements and related disclosures. In November 2021, the FASB issued ASU No. 2021-10, Disclosures by Business Entities about Government Assistance . This ASU requires entities to disclose information about certain government assistance they receive, including the nature of the transactions and the related accounting policy, the line items on the balance sheet and statement of operations that are affected and the amounts applicable to each financial statement line item, and significant terms and conditions of the transactions. The ASU is effective for fiscal years beginning after December 15, 2021 and the disclosure requirements are for annual periods only. The guidance under this ASU will be effective for the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2022. The Company is currently evaluating the impact of this guidance on the disclosures in its consolidated financial statements. In March 2022, the FASB issued ASU No 2022-02, Financial Instruments - Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures . This ASU eliminates the accounting guidance for troubled debt restructurings by creditors that have adopted ASU 2016-13 and enhances the disclosure requirements for certain loan refinancings when borrowers are experiencing financial difficulty. In addition, the ASU requires the disclosure of current-period gross write-offs for financing receivables by year of origination in the vintage disclosures. This ASU is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of estimated fair values of the assets acquired and liabilities assumed | The following table summarizes the preliminary purchase price allocation based on the estimated fair value of the assets acquired and liabilities assumed and reflects the measurement period adjustments recorded during the six months ended June 30, 2022: Estimated Purchase Price (in thousands) Cash and cash equivalents $ 11,901 Accounts receivable 6,608 Prepaid expenses and other assets 13,098 Property and equipment, net 529 Right-of-use assets 2,355 Other assets, non-current 572 Accounts payable and accrued expenses (16,095) Deferred revenue (10,962) Lease liability (2,512) Other liabilities (33,235) Intangible assets: Developed technology 3 15,400 University client relationships 10 104,000 Enterprise client relationships 10 14,300 Trade names indefinite 255,000 Goodwill 407,050 $ 768,009 |
Schedule of unaudited pro forma combined revenue and net loss | The Company’s unaudited pro forma combined financial information below is presented for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combination occurred as of the date indicated or what the results would be for any future periods. The following table presents the Company’s unaudited pro forma combined revenue, pro forma combined net loss and pro forma combined net loss per share for the three and six months ended June 30, 2021, as if the acquisition of edX had occurred on January 1, 2020. Three Months Ended Six Months Ended (in thousands) Pro forma revenue $ 247,175 $ 492,994 Pro forma net loss $ (49,729) $ (123,991) Pro forma net loss per share, basic and diluted $ (0.67) $ (1.67) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The following table presents the changes in the carrying amount of goodwill by reportable segment on the Company’s condensed consolidated balance sheets for the periods indicated. Balance as of December 31, 2021 Allocations Adjustments Impairment Charges Foreign Currency Translation Adjustments Balance as of June 30, 2022 (in thousands) Degree Program Segment Gross goodwill $ — $ 198,378 $ (5,519) $ — $ — $ 192,859 Accumulated impairments — — — — — — Net goodwill — 198,378 (5,519) — — 192,859 Alternative Credential Segment Gross goodwill $ 481,366 $ 225,174 $ (10,983) $ — $ (1,234) $ 694,323 Accumulated impairments (70,379) — — (28,782) — (99,161) Net goodwill 410,987 225,174 (10,983) (28,782) (1,234) 595,162 Unallocated goodwill $ 423,552 $ (423,552) $ — $ — $ — $ — Total Gross goodwill $ 904,918 $ — $ (16,502) $ — $ (1,234) $ 887,182 Accumulated impairments (70,379) — — (28,782) — (99,161) Net goodwill $ 834,539 $ — $ (16,502) $ (28,782) $ (1,234) $ 788,021 |
Schedule of amortizable intangible assets | The following tables present the components of intangible assets, net on the Company’s condensed consolidated balance sheets as of each of the dates indicated. June 30, 2022 December 31, 2021 Estimated Gross Accumulated Net Gross Accumulated Net (in thousands) Definite-lived intangible assets Capitalized technology 3-5 $ 209,976 $ (117,948) $ 92,028 $ 199,766 $ (112,357) $ 87,409 Capitalized content development 4-5 258,285 (152,311) 105,974 243,687 (125,599) 118,088 University client relationships 9-10 211,171 (45,285) 165,886 211,680 (34,995) 176,685 Enterprise client relationships 10 14,300 (1,073) 13,227 14,300 (179) 14,121 Trade names and domain names 5-10 28,981 (19,210) 9,771 27,161 (12,941) 14,220 Total definite-lived intangible assets $ 722,713 $ (335,827) $ 386,886 $ 696,594 $ (286,071) $ 410,523 June 30, 2022 December 31, 2021 Gross Accumulated Net Gross Accumulated Net (in thousands) Indefinite-lived intangible assets Trade names $ 255,000 $ (30,000) $ 225,000 $ 255,000 $ — $ 255,000 Total indefinite-lived intangible assets $ 255,000 $ (30,000) $ 225,000 $ 255,000 $ — $ 255,000 * During the three months ended March 31, 2022, the Company recorded a $30.0 million impairment charge related to its indefinite-lived intangible asset. Refer to Note 2 for further information about this impairment charge. |
Schedule of estimated future amortization expense for amortizable intangible assets | The following table presents the estimated future amortization expense of the Company’s amortizable intangible assets placed in service as of June 30, 2022. Future Amortization Expense (in thousands) Remainder of 2022 $ 49,109 2023 79,764 2024 59,764 2025 41,022 2026 28,016 Thereafter 78,575 Total $ 336,250 |
Other Balance Sheet Details (Ta
Other Balance Sheet Details (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | The following table presents the components of accounts payable and accrued expenses on the Company’s condensed consolidated balance sheets as of each of the dates indicated. June 30, 2022 December 31, 2021 (in thousands) Accrued university and instructional staff compensation $ 28,884 $ 36,806 Accrued marketing expenses 33,430 26,469 Accrued transaction and integration expenses 18,545 4,072 Accrued compensation and related benefits 40,549 49,143 Accounts payable and other accrued expenses 28,673 48,233 Total accounts payable and accrued expenses $ 150,081 $ 164,723 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges by Reportable Segment | The following table presents restructuring charges by reportable segment on the Company’s condensed consolidated statements of operations for the periods indicated. Three Months Ended Six Months Ended Degree Program Segment Alternative Credential Segment Degree Program Segment Alternative Credential Segment 2022 Strategic Realignment Plan Severance and severance-related costs $ 8,772 $ 6,431 $ 8,772 $ 6,431 Professional and other fees relating to restructuring activities 554 — 554 — 9,326 6,431 9,326 6,431 Other restructuring charges* 926 70 1,615 168 Total restructuring charges $ 10,252 $ 6,501 $ 10,941 $ 6,599 * Includes severance and severance-related costs and costs associated with the exit of facilities |
Schedule of Adjustments to the Accrued Restructuring Liability | The following table presents the additions and adjustments to the accrued restructuring liability on the Company’s condensed consolidated balance sheets for the periods indicated. Balance as of December 31, 2021 Additional Costs Cash Payments Balance as of June 30, 2022 (in thousands) 2022 Strategic Realignment Plan Severance and severance-related costs $ — $ 14,542 $ — $ 14,542 Professional and other fees relating to restructuring activities — 554 — 554 Other severance and severance-related costs 1,735 728 (1,174) 1,289 Total restructuring $ 1,735 $ 15,824 $ (1,174) $ 16,385 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of lease cost | The following table presents the components of lease expense on the Company’s condensed consolidated statements of operations and comprehensive loss for each of the periods indicated. Three Months Ended Six Months Ended 2022 2021 2022 2021 (in thousands) Operating lease expense $ 5,611 $ 4,345 $ 11,372 $ 8,627 Short-term lease expense 157 10 268 54 Variable lease expense 1,546 1,593 3,369 3,029 Sublease income (228) (56) (456) (110) Total lease expense $ 7,086 $ 5,892 $ 14,553 $ 11,600 |
Schedule of maturities of operating lease liabilities | The following table presents the maturities of the Company’s operating lease liabilities as of the date indicated, and excludes the impact of future sublease income totaling $4.0 million in aggregate. June 30, 2022 (in thousands) Remainder of 2022 $ 11,152 2023 21,960 2024 21,707 2025 17,890 2026 18,404 Thereafter 69,751 Total lease payments 160,864 Less: imputed interest (54,836) Total lease liability $ 106,028 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | The following table presents the components of outstanding long-term debt on the Company’s condensed consolidated balance sheets as of each of the dates indicated. June 30, 2022 December 31, 2021 (in thousands) Term loan facilities $ 569,498 $ 572,374 Convertible senior notes 380,000 380,000 Deferred government grant obligations 3,500 3,500 Other borrowings 3,891 4,423 Less: unamortized debt discount and issuance costs (21,864) (107,777) Total debt 935,025 852,520 Less: current portion of long-term debt (7,279) (7,204) Total long-term debt $ 927,746 $ 845,316 The net carrying amount of the Notes consists of the following as of each of the dates indicated: June 30, 2022 December 31, 2021 (in thousands) Principal $ 380,000 $ 380,000 Unamortized debt discount for conversion option — (83,609) Unamortized issuance costs (5,940) (5,104) Net carrying amount $ 374,060 $ 291,287 |
Schedule of maturities of long-term debt | Future principal payments under the Amended Term Loan Facility, the Notes, and the government grants, as of the date indicated are as follows: June 30, 2022 (in thousands) Remainder of 2022 $ 2,876 2023 5,753 2024 560,869 2025 380,000 2026 — Thereafter* 3,500 Total future principal payments $ 952,998 * Amounts represent conditional loan obligations that may be forgiven, provided that the Company attains certain conditions related to employment levels at 2U’s Lanham, Maryland headquarters. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of shares of common stock reserved for future issuance | As of June 30, 2022, there were 77,219,835 shares of common stock outstanding, and the Company had reserved a total of 31,098,418 of its authorized shares of common stock for future issuance as follows: Shares Reserved for Future Issuance Outstanding restricted stock units 5,477,279 Outstanding performance restricted stock units 2,515,924 Outstanding stock options 5,964,973 Reserved for convertible senior notes 17,140,242 Total shares of common stock reserved for future issuance 31,098,418 |
Schedule of stock-based compensation expense included in the consolidated statements of operations and comprehensive loss | The following table presents stock-based compensation expense related to the Stock Plans and the ESPP, contained on the following line items on the Company’s condensed consolidated statements of operations and comprehensive loss for each of the periods indicated. Three Months Ended Six Months Ended 2022 2021 2022 2021 (in thousands) Curriculum and teaching $ 49 $ 17 $ 96 $ 33 Servicing and support 4,321 3,964 8,680 7,813 Technology and content development 2,635 3,095 6,497 6,369 Marketing and sales 1,722 1,672 3,848 3,173 General and administrative 13,622 16,028 27,652 32,335 Total stock-based compensation expense $ 22,349 $ 24,776 $ 46,773 $ 49,723 |
Schedule of restricted and performance restricted stock unit activity | The following table presents a summary of the Company’s RSU activity for the period indicated. Number of Weighted- Outstanding balance as of December 31, 2021 2,613,063 $ 32.29 Granted 4,176,272 10.63 Vested (1,081,341) 28.17 Forfeited (230,715) 22.68 Outstanding balance as of June 30, 2022 5,477,279 $ 16.99 Number of Weighted- Outstanding balance as of December 31, 2021 1,121,277 $ 48.62 Granted 2,081,647 16.63 Vested (3,106) 40.74 Forfeited (683,894) 52.98 Outstanding balance as of June 30, 2022 2,515,924 $ 21.46 |
Schedule of assumptions used for estimating the fair value of the stock options granted | The following tables present a summary of (i) the assumptions used for estimating the fair values of the PRSUs subject to market-based vesting conditions and (ii) the Company’s PRSU activity for the period indicated. As of June 30, 2022 and December 31, 2021, there were 1.3 million and 1.0 million outstanding PRSUs for which the performance metrics had not been defined as of each respective date. Accordingly, such awards are not considered granted for accounting purposes as of June 30, 2022 and December 31, 2021, and have been excluded from the tables below. No PRSUs were granted during each of the three months ended June 30, 2022 and 2021. Six Months Ended 2022 2021 Risk-free interest rate 0.39% – 1.88% 0.10% – 0.26% Expected term (years) 1.00 – 3.00 1.00 – 3.00 Expected volatility 49% – 97% 85% – 89% Dividend yield 0% 0% Weighted-average grant date fair value per share $18.67 $61.33 The following table summarizes the assumptions used for estimating the fair value of the stock options granted for the period presented. No stock options were granted during the six months ended June 30, 2021. Three Months Ended Six Months Ended Risk-free interest rate 2.8% - 3.0% 1.9% - 3.0% Expected term (years) 5.63 - 5.78 5.63 - 5.78 Expected volatility 75% - 77% 75% - 77% Dividend yield 0% 0% Weighted-average grant date fair value per share $7.03 $6.99 |
Schedule of stock option activity | The following table presents a summary of the Company’s stock option activity for the period indicated. Number of Weighted-Average Weighted-Average Aggregate Outstanding balance as of December 31, 2021 3,477,439 $ 36.13 3.87 $ 16,246 Granted 3,043,789 10.76 8.86 Exercised (286,733) 3.12 0.02 Forfeited (227,384) 14.89 Expired (42,138) 60.02 Outstanding balance as of June 30, 2022 5,964,973 25.41 6.58 1,806 Exercisable as of June 30, 2022 3,187,768 $ 34.69 3.93 $ 1,802 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of potential dilutive securities that would have been anti-dilutive due to net loss | The following securities have been excluded from the calculation of weighted-average shares of common stock outstanding because the effect is anti-dilutive for each of the periods indicated. Three and Six Months Ended 2022 2021 Stock options 5,964,973 3,634,078 Restricted stock units 5,477,279 2,901,519 Performance restricted stock units 2,515,924 1,580,153 Shares related to convertible senior notes 13,443,374 13,443,374 Total antidilutive securities 27,401,550 21,559,124 |
Schedule of calculation of basic and diluted net loss per share | The following table presents the calculation of the Company’s basic and diluted net loss per share for each of the periods indicated. Three Months Ended Six Months Ended 2022 2021 2022 2021 Numerator (in thousands): Net loss $ (62,852) $ (21,831) $ (188,632) $ (67,395) Denominator: Weighted-average shares of common stock outstanding, basic and diluted 77,059,157 74,421,911 76,667,681 74,051,220 Net loss per share, basic and diluted $ (0.82) $ (0.29) $ (2.46) $ (0.91) |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of revenue, segment profitability and segment profitability margin by segment | The following table presents financial information regarding each of the Company’s reportable segment’s results of operations for each of the periods indicated. Three Months Ended Six Months Ended 2022 2021 2022 2021 (dollars in thousands) Revenue by segment* Degree Program Segment $ 143,090 $ 146,214 $ 297,257 $ 292,089 Alternative Credential Segment 98,374 90,995 197,536 177,593 Total revenue $ 241,464 $ 237,209 $ 494,793 $ 469,682 Segment profitability** Degree Program Segment $ 39,539 $ 27,973 $ 75,357 $ 53,861 Alternative Credential Segment (17,637) (10,861) (41,175) (23,001) Total segment profitability $ 21,902 $ 17,112 $ 34,182 $ 30,860 Segment profitability margin*** Degree Program Segment 27.6 % 19.1 % 25.4 % 18.4 % Alternative Credential Segment (17.9) (11.9) (20.8) (13.0) Total segment profitability margin 9.1 % 7.2 % 6.9 % 6.6 % * The Company has excluded immaterial amounts of intersegment revenues from each of the three and six months ended June 30, 2022 and 2021. ** The Company defines segment profitability as net income or net loss, as applicable, before net interest income (expense), other income (expense), net, taxes, depreciation and amortization expense, deferred revenue fair value adjustments, transaction costs, integration costs, restructuring-related costs, stockholder activism costs, certain litigation-related costs, consisting of fees for certain non-ordinary course litigation and other proceedings, impairment charges, losses on debt extinguishment, and stock-based compensation expense. Some or all of these items may not be applicable in any given reporting period. *** The Company defines segment profitability margin as segment profitability as a percentage of the respective segment’s revenue. |
Schedule of reconciliation of net loss to total segment profitability | The following table presents a reconciliation of the Company’s total segment profitability to net loss for each of the periods indicated. Three Months Ended Six Months Ended 2022 2021 2022 2021 (in thousands) (in thousands) Net loss $ (62,852) $ (21,831) $ (188,632) $ (67,395) Adjustments: Stock-based compensation expense 22,349 24,776 46,773 49,723 Other (income) expense, net 1,367 (24,070) 2,397 (23,155) Net interest expense 13,665 7,836 27,298 15,355 Income tax benefit (164) (127) (415) (129) Depreciation and amortization expense 31,342 26,422 65,757 51,409 Impairment charges — — 58,782 — Loss on debt extinguishment — 1,101 — 1,101 Restructuring charges 16,753 1,334 17,540 1,819 Other* (558) 1,671 4,682 2,132 Total adjustments 84,754 38,943 222,814 98,255 Total segment profitability $ 21,902 $ 17,112 $ 34,182 $ 30,860 * Includes (i) transaction and integration expense of $1.0 million and $1.7 million for the three months ended June 30, 2022 and 2021, respectively, and $3.4 million and $1.7 million for the six months ended June 30, 2022 and 2021, respectively, and (ii) stockholder activism and litigation-related (recoveries) expense of $(1.6) million and zero for the three months ended June 30, 2022 and 2021, respectively, and $1.3 million and $0.4 million for the six months ended June 30, 2022 and 2021, respectively. |
Schedule of total assets by segment | The following table presents the Company’s total assets by segment as of each of the dates indicated. June 30, December 31, (in thousands) Total assets Degree Program Segment $ 525,076 $ 546,572 Alternative Credential Segment 1,508,158 1,562,434 Total assets $ 2,033,234 $ 2,109,006 |
Receivables and Contract Liab_2
Receivables and Contract Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Receivables And Contract Liabilities Disclosure [Abstract] | |
Schedule of receivables | The following table presents the Company’s trade accounts receivable in each segment as of each of the dates indicated. June 30, December 31, (in thousands) Degree Program Segment accounts receivable $ 21,177 $ 31,762 Degree Program Segment unbilled revenue 19,048 4,440 Alternative Credential Segment accounts receivable 44,221 42,771 Total 84,446 78,973 Less: Provision for credit losses (14,602) (11,686) Trade accounts receivable, net $ 69,844 $ 67,287 June 30, December 31, (in thousands) Other receivables, amortized cost $ 54,919 $ 52,428 Less: Provision for credit losses (2,697) (1,421) Other receivables, net $ 52,222 $ 51,007 Other receivables, net, current $ 30,938 $ 29,439 Other receivables, net, non-current $ 21,284 $ 21,568 |
Schedule of accounts receivable, allowance for credit loss | The following table presents the change in provision for credit losses for trade accounts receivable on the Company’s condensed consolidated balance sheets for the period indicated. Provision for Credit Losses (in thousands) Balance as of December 31, 2021 $ 11,686 Current period provision 3,334 Foreign currency translation adjustments (16) Other (402) Balance as of June 30, 2022 $ 14,602 |
Schedule of other receivable, allowance for credit loss | The following table presents the change in provision for credit losses for other receivables on the Company’s condensed consolidated balance sheets for the period indicated. Provision for Credit Losses (in thousands) Balance as of December 31, 2021 $ 1,421 Current period provision 1,276 Balance as of June 30, 2022 $ 2,697 |
Other receivable credit quality indicators | The following tables present other receivables, at amortized cost including interest accretion, by credit quality indicator and year of origination, as of the dates indicated. June 30, 2022 Year of Origination 2022 2021 2020 2019 2018 Total (in thousands) Credit Quality Tier High $ 12,263 $ 7,760 $ 64 $ 21 $ 115 $ 20,223 Mid 12,122 7,457 910 1,345 392 22,226 Low 4,557 4,239 1,429 1,915 330 12,470 Total $ 28,942 $ 19,456 $ 2,403 $ 3,281 $ 837 $ 54,919 December 31, 2021 Year of Origination 2021 2020 2019 2018 Total (in thousands) Credit Quality Tier High $ 18,466 $ 1,635 $ 24 $ 115 $ 20,240 Mid 14,352 2,992 1,312 392 19,048 Low 8,135 2,802 1,873 330 13,140 Total $ 40,953 $ 7,429 $ 3,209 $ 837 $ 52,428 |
Contract liabilities by segment | The following table presents the Company’s contract liabilities in each segment as of each of the dates indicated. June 30, December 31, (in thousands) Degree Program Segment deferred revenue $ 38,303 $ 3,462 Alternative Credential Segment deferred revenue 94,169 88,464 Total contract liabilities $ 132,472 $ 91,926 |
Organization (Details)
Organization (Details) learner in Millions | 6 Months Ended |
Jun. 30, 2022 university learningOpportunity learner segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of registered learners | learner | 45 |
Number of universities the company serves | university | 230 |
Number of learning opportunities offered | learningOpportunity | 4,000 |
Number of reportable segments (in segments) | segment | 2 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jan. 01, 2022 | Dec. 31, 2021 | |
Property and Equipment, Net | |||||||
Increase (decrease) in other receivables | $ 2,790 | $ 14,738 | |||||
Accrued restructuring liability | $ 16,385 | 16,385 | $ 1,735 | ||||
Restructuring charges | 16,753 | $ 1,334 | 17,540 | $ 1,819 | |||
Goodwill impairment charge | 28,782 | ||||||
Impairment of intangible assets, indefinite-lived (excluding goodwill) | $ 30,000 | ||||||
Long-term debt | 935,025 | 935,025 | 852,520 | ||||
Additional paid-in capital | (1,668,282) | (1,668,282) | (1,735,628) | ||||
Deferred tax liabilities, net | (1,142) | (1,142) | (1,726) | ||||
Accumulated deficit | $ (1,046,453) | $ (1,046,453) | $ (890,638) | ||||
Reporting Units Without Impairment | |||||||
Property and Equipment, Net | |||||||
Reporting units, percentage of fair value in excess of carrying amount | 10% | 10% | |||||
Accounting Standards Update 2020-06 | Cumulative Effect, Period of Adoption, Adjustment | |||||||
Property and Equipment, Net | |||||||
Long-term debt | $ 81,700 | ||||||
Additional paid-in capital | 114,600 | ||||||
Deferred tax liabilities, net | 22,100 | ||||||
Accumulated deficit | $ 32,800 |
Business Combination - Narrativ
Business Combination - Narrative (Details) - edX - USD ($) $ in Thousands | 6 Months Ended | |
Nov. 16, 2021 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||
Membership Interests (in percent) | 100% | |
Net purchase price | $ 773,000 | |
Escrow deposit | 23,000 | |
Working capital adjustment | $ 5,000 | |
Preliminary purchase price | $ 768,009 |
Business Combination - Estimate
Business Combination - Estimated Fair Value (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Nov. 16, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 788,021 | $ 834,539 | |
Enterprise client relationships | |||
Business Acquisition [Line Items] | |||
Estimated Useful Life (in years) | 10 years | ||
edX | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 11,901 | ||
Accounts receivable | 6,608 | ||
Prepaid expenses and other assets | 13,098 | ||
Property and equipment, net | 529 | ||
Right-of-use assets | 2,355 | ||
Other assets, non-current | 572 | ||
Accounts payable and accrued expenses | (16,095) | ||
Deferred revenue | (10,962) | ||
Lease liability | (2,512) | ||
Other liabilities | (33,235) | ||
Goodwill | 407,050 | ||
Total | 768,009 | ||
edX | Trade names and domain names | |||
Business Acquisition [Line Items] | |||
Identifiable-lived intangible assets | 255,000 | ||
edX | Capitalized technology | |||
Business Acquisition [Line Items] | |||
Amortizable intangible asset | $ 15,400 | ||
Estimated Useful Life (in years) | 3 years | ||
edX | University client relationships | |||
Business Acquisition [Line Items] | |||
Amortizable intangible asset | $ 104,000 | ||
Estimated Useful Life (in years) | 10 years | ||
edX | Enterprise client relationships | |||
Business Acquisition [Line Items] | |||
Amortizable intangible asset | $ 14,300 | ||
Estimated Useful Life (in years) | 10 years |
Business Combination - Pro Form
Business Combination - Pro Forma Information (Details) - edX - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||
Pro forma revenue | $ 247,175 | $ 492,994 |
Pro forma net loss | $ (49,729) | $ (123,991) |
Pro forma net loss per share, basic (in dollars per share) | $ (0.67) | $ (1.67) |
Pro forma net loss per share, diluted (in dollars per share) | $ (0.67) | $ (1.67) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | $ 904,918 |
Goodwill, accumulated impairment loss, beginning balance | (70,379) |
Goodwill, beginning balance | 834,539 |
Allocations | 0 |
Adjustments | (16,502) |
Goodwill, impairment charge | (28,782) |
Foreign Currency Translation Adjustments | (1,234) |
Goodwill, gross, ending balance | 887,182 |
Goodwill, accumulated impairment loss, ending balance | (99,161) |
Goodwill, ending balance | 788,021 |
Unallocated goodwill | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 423,552 |
Allocations | (423,552) |
Adjustments | 0 |
Goodwill, impairment charge | 0 |
Foreign Currency Translation Adjustments | 0 |
Goodwill, ending balance | 0 |
Degree Program Segment deferred revenue | Operating Segments | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 0 |
Goodwill, accumulated impairment loss, beginning balance | 0 |
Goodwill, beginning balance | 0 |
Allocations | 198,378 |
Adjustments | (5,519) |
Goodwill, impairment charge | 0 |
Foreign Currency Translation Adjustments | 0 |
Goodwill, gross, ending balance | 192,859 |
Goodwill, accumulated impairment loss, ending balance | 0 |
Goodwill, ending balance | 192,859 |
Alternative Credential Segment accounts receivable | Operating Segments | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 481,366 |
Goodwill, accumulated impairment loss, beginning balance | (70,379) |
Goodwill, beginning balance | 410,987 |
Allocations | 225,174 |
Adjustments | (10,983) |
Goodwill, impairment charge | (28,782) |
Foreign Currency Translation Adjustments | (1,234) |
Goodwill, gross, ending balance | 694,323 |
Goodwill, accumulated impairment loss, ending balance | (99,161) |
Goodwill, ending balance | $ 595,162 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 USD ($) | Mar. 31, 2022 reportingUnit | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Number of reporting units | reportingUnit | 4 | |||||
Goodwill impairment charge | $ 28,782 | |||||
Net carrying amount | $ 386,886 | 386,886 | $ 410,523 | |||
Amortization expense | 28,500 | $ 23,200 | 59,900 | $ 44,800 | ||
edX | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Working capital adjustment | (5,000) | |||||
Acquired assets and assumed liabilities of edX | 11,500 | |||||
In Process Capitalized Technology and Content Development | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Net carrying amount | $ 50,700 | $ 50,700 | $ 46,300 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Amortizable Intangible Assets | |||
Gross Carrying Amount | $ 722,713 | $ 696,594 | |
Accumulated Amortization | (335,827) | (286,071) | |
Net Carrying Amount | 386,886 | 410,523 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Indefinite-lived intangible assets | 255,000 | 255,000 | |
Accumulated Impairments* | (30,000) | 0 | |
Net Carrying Amount | 225,000 | 255,000 | |
Impairment of intangible assets, indefinite-lived (excluding goodwill) | $ 30,000 | ||
Trade names | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Indefinite-lived intangible assets | 255,000 | 255,000 | |
Accumulated Impairments* | (30,000) | 0 | |
Net Carrying Amount | 225,000 | 255,000 | |
Capitalized technology | |||
Amortizable Intangible Assets | |||
Gross Carrying Amount | 209,976 | 199,766 | |
Accumulated Amortization | (117,948) | (112,357) | |
Net Carrying Amount | $ 92,028 | 87,409 | |
Capitalized technology | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Average Useful Life (in years) | 3 years | ||
Capitalized technology | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Average Useful Life (in years) | 5 years | ||
Capitalized content development | |||
Amortizable Intangible Assets | |||
Gross Carrying Amount | $ 258,285 | 243,687 | |
Accumulated Amortization | (152,311) | (125,599) | |
Net Carrying Amount | $ 105,974 | 118,088 | |
Capitalized content development | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Average Useful Life (in years) | 4 years | ||
Capitalized content development | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Average Useful Life (in years) | 5 years | ||
University client relationships | |||
Amortizable Intangible Assets | |||
Gross Carrying Amount | $ 211,171 | 211,680 | |
Accumulated Amortization | (45,285) | (34,995) | |
Net Carrying Amount | $ 165,886 | 176,685 | |
University client relationships | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Average Useful Life (in years) | 9 years | ||
University client relationships | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Average Useful Life (in years) | 10 years | ||
Enterprise client relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Average Useful Life (in years) | 10 years | ||
Amortizable Intangible Assets | |||
Gross Carrying Amount | $ 14,300 | 14,300 | |
Accumulated Amortization | (1,073) | (179) | |
Net Carrying Amount | 13,227 | 14,121 | |
Trade names and domain names | |||
Amortizable Intangible Assets | |||
Gross Carrying Amount | 28,981 | 27,161 | |
Accumulated Amortization | (19,210) | (12,941) | |
Net Carrying Amount | $ 9,771 | $ 14,220 | |
Trade names and domain names | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Average Useful Life (in years) | 5 years | ||
Trade names and domain names | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Average Useful Life (in years) | 10 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated Future Amortization Expense and License agreement (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Future amortization expense | ||
Net Carrying Amount | $ 386,886 | $ 410,523 |
Excluding in process capitalized technology and content development | ||
Future amortization expense | ||
Remainder of 2022 | 49,109 | |
2023 | 79,764 | |
2024 | 59,764 | |
2025 | 41,022 | |
2026 | 28,016 | |
Thereafter | 78,575 | |
Net Carrying Amount | $ 336,250 |
Other Balance Sheet Details - N
Other Balance Sheet Details - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Prepaid assets | $ 23.6 | $ 23.6 | $ 23 | ||
Deferred expenses incurred to integrate software | 8.6 | 8.6 | 7 | ||
Amortization of capitalized software implementation costs | 0.6 | $ 0.6 | 1.3 | $ 1.1 | |
Due to university client | 19.3 | 19.3 | $ 21.9 | ||
Employee retention tax credits | 0.5 | 0.5 | |||
Accrued payroll taxes CARES Act | $ 5 | $ 5 | |||
Minimum | Capitalized technology | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Estimated useful life of intangible assets (in years) | 3 years | ||||
Maximum | Capitalized technology | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Estimated useful life of intangible assets (in years) | 5 years |
Other Balance Sheet Details - A
Other Balance Sheet Details - Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued university and instructional staff compensation | $ 28,884 | $ 36,806 |
Accrued marketing expenses | 33,430 | 26,469 |
Accrued transaction and integration expenses | 18,545 | 4,072 |
Accrued compensation and related benefits | 40,549 | 49,143 |
Accounts payable and other accrued expenses | 28,673 | 48,233 |
Total accounts payable and accrued expenses | $ 150,081 | $ 164,723 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Feb. 18, 2022 | Mar. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
Additional investment In educational technology, contingent payment | $ 15 | |
Loss Contingency Accrual | $ 37 |
Restructuring Charges - Narrati
Restructuring Charges - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 16,753 | $ 1,334 | $ 17,540 | $ 1,819 |
2022 Strategic Realignment Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 15,800 | 15,800 | ||
2022 Strategic Realignment Plan | Minimum | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Additional restructuring charges | $ 35,000 | $ 35,000 | ||
Estimated remaining costs (in years) | 1 year | 1 year | ||
2022 Strategic Realignment Plan | Maximum | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Additional restructuring charges | $ 40,000 | $ 40,000 | ||
Estimated remaining costs (in years) | 9 years | 9 years |
Restructuring Charges - Schedul
Restructuring Charges - Schedule of Restructuring Charges by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Degree Program Segment deferred revenue | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | $ 10,252 | $ 10,941 |
Degree Program Segment deferred revenue | 2022 Strategic Realignment Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 9,326 | 9,326 |
Degree Program Segment deferred revenue | Severance and severance-related costs | 2022 Strategic Realignment Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 8,772 | 8,772 |
Degree Program Segment deferred revenue | Professional and other fees relating to restructuring activities | 2022 Strategic Realignment Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 554 | 554 |
Degree Program Segment deferred revenue | Other restructuring charges* | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 926 | 1,615 |
Alternative Credential Segment accounts receivable | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 6,501 | 6,599 |
Alternative Credential Segment accounts receivable | 2022 Strategic Realignment Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 6,431 | 6,431 |
Alternative Credential Segment accounts receivable | Severance and severance-related costs | 2022 Strategic Realignment Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 6,431 | 6,431 |
Alternative Credential Segment accounts receivable | Professional and other fees relating to restructuring activities | 2022 Strategic Realignment Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 0 | 0 |
Alternative Credential Segment accounts receivable | Other restructuring charges* | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | $ 70 | $ 168 |
Restructuring Charges - Sched_2
Restructuring Charges - Schedule of Adjustments to the Accrued Restructuring Liability (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance as of December 31, 2021 | $ 1,735 |
Additional Costs | 15,824 |
Cash Payments | (1,174) |
Balance as of June 30, 2022 | 16,385 |
Other severance and severance-related costs | |
Restructuring Reserve [Roll Forward] | |
Balance as of December 31, 2021 | 1,735 |
Additional Costs | 728 |
Cash Payments | (1,174) |
Balance as of June 30, 2022 | 1,289 |
2022 Strategic Realignment Plan | Severance and severance-related costs | |
Restructuring Reserve [Roll Forward] | |
Balance as of December 31, 2021 | 0 |
Additional Costs | 14,542 |
Cash Payments | 0 |
Balance as of June 30, 2022 | 14,542 |
2022 Strategic Realignment Plan | Professional and other fees relating to restructuring activities | |
Restructuring Reserve [Roll Forward] | |
Balance as of December 31, 2021 | 0 |
Additional Costs | 554 |
Cash Payments | 0 |
Balance as of June 30, 2022 | $ 554 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Renewal term (in years) | 5 years | ||
Option to terminate, term (in years) | 1 year | ||
Loss on sublease | $ 4.8 | ||
Weighted average remaining lease term (in years) | 7 years 6 months | ||
Weighted average discount rate | 11.20% | ||
Operating lease payments | $ 13.1 | $ 9.2 | |
Lease liabilities arising from obtaining right-of-use assets | 1.3 | $ 11.3 | |
Future sublease income expected to be earned | 4 | ||
Lease liability, leases not yet commenced | $ 17.5 | ||
Sublease Of Office Space | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 1 year 3 months 18 days | ||
Sublease Of Office Space, Denver, Colorado | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 2 years 4 months 24 days | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Contract term (in years) | 1 year | ||
Contract term, leases not yet commenced (in years) | 6 years | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Contract term (in years) | 12 years | ||
Contract term, leases not yet commenced (in years) | 8 years |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease expense | $ 5,611 | $ 4,345 | $ 11,372 | $ 8,627 |
Short-term lease expense | 157 | 10 | 268 | 54 |
Variable lease expense | 1,546 | 1,593 | 3,369 | 3,029 |
Sublease income | (228) | (56) | (456) | (110) |
Total lease expense | $ 7,086 | $ 5,892 | $ 14,553 | $ 11,600 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
Remainder of 2022 | $ 11,152 |
2023 | 21,960 |
2024 | 21,707 |
2025 | 17,890 |
2026 | 18,404 |
Thereafter | 69,751 |
Total lease payments | 160,864 |
Less: imputed interest | (54,836) |
Total lease liability | $ 106,028 |
Debt - Long-Term Debt (Details)
Debt - Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: unamortized debt discount and issuance costs | $ (21,864) | $ (107,777) |
Total debt | 935,025 | 852,520 |
Less: current portion of long-term debt | (7,279) | (7,204) |
Total long-term debt | 927,746 | 845,316 |
Term loan facilities | ||
Debt Instrument [Line Items] | ||
Net carrying amount | 569,498 | 572,374 |
Convertible senior notes | ||
Debt Instrument [Line Items] | ||
Net carrying amount | 380,000 | 380,000 |
Deferred government grant obligations | ||
Debt Instrument [Line Items] | ||
Net carrying amount | 3,500 | 3,500 |
Other borrowings | ||
Debt Instrument [Line Items] | ||
Net carrying amount | $ 3,891 | $ 4,423 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 25, 2020 USD ($) | Apr. 30, 2020 USD ($) $ / shares | Apr. 23, 2020 | Apr. 30, 2020 USD ($) day $ / shares | Jun. 30, 2022 USD ($) agreement | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) agreement | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Nov. 04, 2021 USD ($) | Jun. 29, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Loss on debt extinguishment | $ 0 | $ (1,101,000) | $ 0 | $ (1,101,000) | |||||||
Proceeds from debt | 385,000 | 469,595,000 | |||||||||
Standby Letters of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Borrowing capacity terminated | $ 16,200,000 | $ 16,200,000 | |||||||||
Prince Georges County Maryland | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate (as a percent) | 3% | 3% | |||||||||
Number of contracts (in contracts) | agreement | 2 | 2 | |||||||||
Convertible senior notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Net carrying amount | $ 380,000,000 | $ 380,000,000 | $ 380,000,000 | ||||||||
Deferred government grant obligations | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Net carrying amount | 3,500,000 | 3,500,000 | 3,500,000 | ||||||||
Interest payable | 600,000 | 600,000 | 500,000 | ||||||||
Deferred government grant obligations | Prince Georges County Maryland | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Net carrying amount | $ 3,500,000 | $ 3,500,000 | |||||||||
Term Loan Agreement | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 100,000,000 | $ 475,000,000 | |||||||||
Principal repayments (as a percent) | 0.25% | 0.25% | |||||||||
Debt instrument, effective interest rate percentage | 8% | 8% | |||||||||
Interest expense | $ 11,100,000 | $ 22,200,000 | |||||||||
Term Loan Agreement | Line of Credit | Base rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate (as a percent) | 4.75% | ||||||||||
Term Loan Agreement | Line of Credit | Eurodollar | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate (as a percent) | 5.75% | ||||||||||
Credit Agreement | Letter of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Borrowing capacity terminated | $ 50,000,000 | ||||||||||
Debt instrument, principal amount of the lenders' commitments | 100,000,000 | ||||||||||
Loss on debt extinguishment | $ 1,100,000 | ||||||||||
Credit Agreement | Letter of Credit | Base rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable rate, applicable margin (as a percent) | 2.75% | ||||||||||
Credit Agreement | Letter of Credit | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable rate, applicable margin (as a percent) | 3.75% | ||||||||||
Credit Agreement | Letter of Credit | LIBOR | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable rate, applicable margin (as a percent) | 0% | ||||||||||
The Notes | Convertible senior notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate (as a percent) | 2.25% | 2.25% | 2.25% | 2.25% | |||||||
Aggregate principal amount | $ 380,000,000 | $ 380,000,000 | $ 380,000,000 | $ 380,000,000 | 380,000,000 | ||||||
Proceeds from debt | $ 369,600,000 | ||||||||||
Debt instrument, interest rate, effective percentage | 2.90% | 2.90% | |||||||||
Debt issuance costs | $ 2,700,000 | $ 7,600,000 | $ 5,300,000 | $ 15,200,000 | |||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | ||||||||||
Debt instrument, convertible, threshold trading days | day | 20 | ||||||||||
Debt instrument, convertible, threshold consecutive trading days | day | 30 | ||||||||||
Debt instrument, convertible, threshold consecutive trading days, sale price per share | day | 5 | ||||||||||
Debt instrument, convertible, measurement period | day | 10 | ||||||||||
Debt instrument, threshold percentage of sales price per share | 98% | ||||||||||
Debt instrument, convertible, conversion ratio | 0.0353773 | ||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 28.27 | $ 28.27 | |||||||||
Capped call, cap price (in dollars per share) | $ / shares | $ 44.34 | ||||||||||
Purchases of capped calls in connection with convertible senior notes | $ 50,500,000 | ||||||||||
Net carrying amount | 374,060,000 | 374,060,000 | 291,287,000 | ||||||||
Senior Secured Term Loan Facility | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Senior secured term loan facility | $ 250,000,000 | ||||||||||
Fair Value, Inputs, Level 2 | Convertible senior notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fair value | $ 322,700,000 | $ 322,700,000 | $ 403,300,000 |
Debt - Net Carrying Amount (Det
Debt - Net Carrying Amount (Details) - Convertible senior notes - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Apr. 30, 2020 |
Debt Instrument [Line Items] | |||
Net carrying amount | $ 380,000,000 | $ 380,000,000 | |
The Notes | |||
Debt Instrument [Line Items] | |||
Principal | 380,000,000 | 380,000,000 | $ 380,000,000 |
Unamortized debt discount for conversion option | 0 | (83,609,000) | |
Unamortized issuance costs | (5,940,000) | (5,104,000) | |
Net carrying amount | $ 374,060,000 | $ 291,287,000 |
Debt - Future Principal Payment
Debt - Future Principal Payments (Details) - Term Loan Facility, Convertible Notes And Government Grants $ in Thousands | Jun. 30, 2022 USD ($) |
Debt Instrument [Line Items] | |
Remainder of 2022 | $ 2,876 |
2023 | 5,753 |
2024 | 560,869 |
2025 | 380,000 |
2026 | 0 |
Thereafter | 3,500 |
Net carrying amount | $ 952,998 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
U.S. statutory federal income tax rate (as a percent) | 1% | 1% | 1% | 1% |
Income tax benefit | $ 164 | $ 127 | $ 415 | $ 129 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock and Stock-based Compensation (Details) $ in Millions | Aug. 06, 2020 USD ($) shares | Jun. 30, 2022 plan shares | Mar. 31, 2022 shares | Jan. 01, 2022 shares | Dec. 31, 2021 shares | Jun. 30, 2021 shares | Mar. 31, 2021 shares | Jan. 01, 2021 shares | Dec. 31, 2020 shares |
Stockholders' Equity | |||||||||
Authorized shares of capital stock (in shares) | 205,000,000 | ||||||||
Authorized shares of common stock (in shares) | 200,000,000 | 200,000,000 | |||||||
Authorized shares of preferred stock (in shares) | 5,000,000 | 5,000,000 | |||||||
Common stock, issued (in shares) | 77,219,835 | 75,754,663 | |||||||
Common stock, outstanding (in shares) | 77,219,835 | 75,754,663 | |||||||
Available shares of common stock reserved for future issuance (in shares) | 31,098,418 | ||||||||
Net proceeds | $ | $ 299.8 | ||||||||
Number of stock-based compensation plans | plan | 2 | ||||||||
Common Stock | |||||||||
Stockholders' Equity | |||||||||
Common stock, outstanding (in shares) | 77,219,835 | 76,616,534 | 75,754,663 | 74,507,853 | 74,038,208 | 72,451,521 | |||
Sale of common stock (in shares) | 6,800,000 | ||||||||
Outstanding restricted stock units | |||||||||
Stockholders' Equity | |||||||||
Available shares of common stock reserved for future issuance (in shares) | 5,477,279 | ||||||||
Outstanding performance restricted stock units | |||||||||
Stockholders' Equity | |||||||||
Available shares of common stock reserved for future issuance (in shares) | 2,515,924 | ||||||||
Outstanding stock options | |||||||||
Stockholders' Equity | |||||||||
Available shares of common stock reserved for future issuance (in shares) | 5,964,973 | ||||||||
Reserved for convertible senior notes | |||||||||
Stockholders' Equity | |||||||||
Available shares of common stock reserved for future issuance (in shares) | 17,140,242 | ||||||||
Employee Stock | |||||||||
Stockholders' Equity | |||||||||
Available shares of common stock reserved for future issuance (in shares) | 379,670 | ||||||||
Equity Incentive Plan 2014 | |||||||||
Stockholders' Equity | |||||||||
Increase in shares in available for future issuance | 3,782,719 | 3,619,344 |
Stockholders' Equity - Stock-ba
Stockholders' Equity - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Stock-based compensation expense included in the unaudited condensed consolidated statements of operations | ||||
Total stock-based compensation expense | $ 22,349 | $ 24,776 | $ 46,773 | $ 49,723 |
Curriculum and teaching | ||||
Stock-based compensation expense included in the unaudited condensed consolidated statements of operations | ||||
Total stock-based compensation expense | 49 | 17 | 96 | 33 |
Servicing and support | ||||
Stock-based compensation expense included in the unaudited condensed consolidated statements of operations | ||||
Total stock-based compensation expense | 4,321 | 3,964 | 8,680 | 7,813 |
Technology and content development | ||||
Stock-based compensation expense included in the unaudited condensed consolidated statements of operations | ||||
Total stock-based compensation expense | 2,635 | 3,095 | 6,497 | 6,369 |
Marketing and sales | ||||
Stock-based compensation expense included in the unaudited condensed consolidated statements of operations | ||||
Total stock-based compensation expense | 1,722 | 1,672 | 3,848 | 3,173 |
General and administrative | ||||
Stock-based compensation expense included in the unaudited condensed consolidated statements of operations | ||||
Total stock-based compensation expense | $ 13,622 | $ 16,028 | $ 27,652 | $ 32,335 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted and Performance Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total unrecognized compensation cost related to unvested RSUs | $ 64.3 | |
Weighted average period for recognition of compensation cost | 2 years | |
Number of awards outstanding (in shares) | 5,477,279 | 2,613,063 |
Restricted Stock Units [Roll Forward] | ||
Outstanding balance at the beginning of the period (in shares) | 2,613,063 | |
Granted (in shares) | 4,176,272 | |
Vested (in shares) | (1,081,341) | |
Forfeited (in shares) | (230,715) | |
Outstanding balance at the end of the period (in shares) | 5,477,279 | 2,613,063 |
Grant Date Fair Value [Roll Forward] | ||
Outstanding at the beginning of the period (in dollars per share) | $ 32.29 | |
Granted (in dollars per share) | 10.63 | |
Vested (in dollars per share) | 28.17 | |
Forfeited (in dollars per share) | 22.68 | |
Outstanding at the end of the period (in dollars per share) | $ 16.99 | $ 32.29 |
Restricted stock units | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Restricted stock units | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Performance restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total unrecognized compensation cost related to unvested RSUs | $ 23.8 | |
Weighted average period for recognition of compensation cost | 1 year 4 months 24 days | |
Number of awards outstanding (in shares) | 2,515,924 | 1,121,277 |
Restricted Stock Units [Roll Forward] | ||
Outstanding balance at the beginning of the period (in shares) | 1,121,277 | |
Granted (in shares) | 2,081,647 | |
Vested (in shares) | (3,106) | |
Forfeited (in shares) | (683,894) | |
Outstanding balance at the end of the period (in shares) | 2,515,924 | 1,121,277 |
Grant Date Fair Value [Roll Forward] | ||
Outstanding at the beginning of the period (in dollars per share) | $ 48.62 | |
Granted (in dollars per share) | 16.63 | |
Vested (in dollars per share) | 40.74 | |
Forfeited (in dollars per share) | 52.98 | |
Outstanding at the end of the period (in dollars per share) | $ 21.46 | $ 48.62 |
Performance Restricted Stock Units, 2020 Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 0% | |
Performance Restricted Stock Units, 2021 Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 112.70% | |
Performance Restricted Stock Units, Performance Metrics Not Yet Defined | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards outstanding (in shares) | 1,300,000 | 1,000,000 |
Restricted Stock Units [Roll Forward] | ||
Outstanding balance at the beginning of the period (in shares) | 1,000,000 | |
Outstanding balance at the end of the period (in shares) | 1,300,000 | 1,000,000 |
Stockholders' Equity - Fair Val
Stockholders' Equity - Fair Value Assumptions (Details) - $ / shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Performance restricted stock units | |||
Fair value assumptions and methodology | |||
Risk-free interest rate minimum | 0.39% | 0.10% | |
Risk-free interest rate maximum | 1.88% | 0.26% | |
Expected volatility minimum | 49% | 85% | |
Expected volatility maximum | 97% | 89% | |
Dividend yield | 0% | 0% | |
Weighted average grant date fair value (in dollars per share) | $ 18.67 | $ 18.67 | $ 61.33 |
Performance restricted stock units | Minimum | |||
Fair value assumptions and methodology | |||
Expected term (years) | 1 year | 1 year | |
Performance restricted stock units | Maximum | |||
Fair value assumptions and methodology | |||
Expected term (years) | 3 years | 3 years | |
Stock options | |||
Fair value assumptions and methodology | |||
Risk-free interest rate minimum | 2.80% | 1.90% | |
Risk-free interest rate maximum | 3% | 3% | |
Expected volatility minimum | 75% | 75% | |
Expected volatility maximum | 77% | 77% | |
Dividend yield | 0% | 0% | |
Weighted average grant date fair value (in dollars per share) | $ 7.03 | $ 6.99 | |
Stock options | Minimum | |||
Fair value assumptions and methodology | |||
Expected term (years) | 5 years 7 months 17 days | 5 years 7 months 17 days | |
Stock options | Maximum | |||
Fair value assumptions and methodology | |||
Expected term (years) | 5 years 9 months 10 days | 5 years 9 months 10 days |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Number of Options | |||
Outstanding balance at the beginning of the period (in shares) | 3,477,439 | ||
Granted (in shares) | 3,043,789 | 0 | |
Exercised (in shares) | (286,733) | ||
Forfeited (in shares) | (227,384) | ||
Expired (in shares) | (42,138) | ||
Outstanding balance at the end of the period (in shares) | 5,964,973 | 3,477,439 | |
Exercisable at the end of the period (in shares) | 3,187,768 | ||
Weighted-Average Exercise Price per Share | |||
Outstanding balance at the beginning of the period (in dollars per share) | $ 36.13 | ||
Granted (in dollars per share) | 10.76 | ||
Exercised (in dollars per share) | 3.12 | ||
Forfeited (in dollars per share) | 14.89 | ||
Expired (in dollars per share) | 60.02 | ||
Outstanding balance at the end of the period (in dollars per share) | 25.41 | $ 36.13 | |
Exercisable at the end of the period (in dollars per share) | $ 34.69 | ||
Weighted Average Remaining Contractual Term | |||
Outstanding balance (in years) | 6 years 6 months 29 days | 3 years 10 months 13 days | |
Granted (in years) | 8 years 10 months 9 days | ||
Exercised (in years) | 7 days | ||
Weighted-average remaining contractual term of options exercisable at the end of the period (in years) | 3 years 11 months 4 days | ||
Aggregate Intrinsic Value | |||
Outstanding balance at the end of the period | $ 1,806 | $ 16,246 | |
Exercisable at the end of the period | $ 1,802 |
Stockholders' Equity - Stock _2
Stockholders' Equity - Stock Option Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Stock-Based Compensation | ||
Granted (in shares) | 3,043,789 | 0 |
Stock options | ||
Stock-Based Compensation | ||
Expiration period | 10 years | |
Intrinsic value of options exercisable at the end of the period | $ 3.2 | $ 5.2 |
Compensation cost related to the nonvested awards not yet recognized | $ 21.8 | |
Weighted average period for recognition of compensation cost | 2 years 6 months | |
Stock options | Minimum | ||
Stock-Based Compensation | ||
Vesting period | 3 years | |
Stock options | Maximum | ||
Stock-Based Compensation | ||
Vesting period | 4 years |
Net Loss per Share (Details)
Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Potential dilutive securities that would have been anti-dilutive | ||||
Potential dilutive securities that would have been anti-dilutive due to net loss (in shares) | 27,401,550 | 21,559,124 | ||
Numerator: | ||||
Net loss | $ (62,852) | $ (21,831) | $ (188,632) | $ (67,395) |
Denominator: | ||||
Weighted-average shares of common stock outstanding, basic (in shares) | 77,059,157 | 74,421,911 | 76,667,681 | 74,051,220 |
Weighted-average shares of common stock outstanding, diluted (in shares) | 77,059,157 | 74,421,911 | 76,667,681 | 74,051,220 |
Net loss per share, basic (in dollars per share) | $ (0.82) | $ (0.29) | $ (2.46) | $ (0.91) |
Net loss per share, diluted (in dollars per share) | $ (0.82) | $ (0.29) | $ (2.46) | $ (0.91) |
Stock options | ||||
Potential dilutive securities that would have been anti-dilutive | ||||
Potential dilutive securities that would have been anti-dilutive due to net loss (in shares) | 5,964,973 | 3,634,078 | ||
Restricted stock units | ||||
Potential dilutive securities that would have been anti-dilutive | ||||
Potential dilutive securities that would have been anti-dilutive due to net loss (in shares) | 5,477,279 | 2,901,519 | ||
Performance restricted stock units | ||||
Potential dilutive securities that would have been anti-dilutive | ||||
Potential dilutive securities that would have been anti-dilutive due to net loss (in shares) | 2,515,924 | 1,580,153 | ||
Shares related to convertible senior notes | ||||
Potential dilutive securities that would have been anti-dilutive | ||||
Potential dilutive securities that would have been anti-dilutive due to net loss (in shares) | 13,443,374 | 13,443,374 |
Segment and Geographic Inform_3
Segment and Geographic Information - Narrative (Details) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments (in segments) | segment | 2 | |
Accounts receivable, net | $ 69,844 | $ 67,287 |
University client 1 | Credit concentration risk | Accounts receivable, net | Degree Program Segment deferred revenue | ||
Segment Reporting Information [Line Items] | ||
Percentage of concentration of credit risk | 10% | 14% |
Accounts receivable, net | $ 6,900 | $ 9,800 |
University client 2 | Credit concentration risk | Accounts receivable, net | Degree Program Segment deferred revenue | ||
Segment Reporting Information [Line Items] | ||
Percentage of concentration of credit risk | 13% | |
Accounts receivable, net | $ 8,800 |
Segment and Geographic Inform_4
Segment and Geographic Information - Segment Results of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 241,464 | $ 237,209 | $ 494,793 | $ 469,682 |
Total segment profitability | $ 21,902 | $ 17,112 | $ 34,182 | $ 30,860 |
Total segment profitability margin | 9.10% | 7.20% | 6.90% | 6.60% |
Degree Program Segment deferred revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 143,090 | $ 146,214 | $ 297,257 | $ 292,089 |
Total segment profitability | $ 39,539 | $ 27,973 | $ 75,357 | $ 53,861 |
Total segment profitability margin | 27.60% | 19.10% | 25.40% | 18.40% |
Alternative Credential Segment accounts receivable | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 98,374 | $ 90,995 | $ 197,536 | $ 177,593 |
Total segment profitability | $ (17,637) | $ (10,861) | $ (41,175) | $ (23,001) |
Total segment profitability margin | (17.90%) | (11.90%) | (20.80%) | (13.00%) |
Segment and Geographic Inform_5
Segment and Geographic Information - Reconciliation of Net Loss to Total Segment Profitability (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting [Abstract] | ||||||
Net loss | $ (62,852) | $ (125,780) | $ (21,831) | $ (45,564) | $ (188,632) | $ (67,395) |
Adjustments: | ||||||
Stock-based compensation expense | 22,349 | 24,776 | 46,773 | 49,723 | ||
Other (income) expense, net | 1,367 | (24,070) | 2,397 | (23,155) | ||
Net interest expense | 13,665 | 7,836 | 27,298 | 15,355 | ||
Income tax benefit | (164) | (127) | (415) | (129) | ||
Depreciation and amortization expense | 31,342 | 26,422 | 65,757 | 51,409 | ||
Impairment charges | 0 | 0 | 58,782 | 0 | ||
Loss on debt extinguishment | 0 | (1,101) | 0 | (1,101) | ||
Restructuring charges | 16,753 | 1,334 | 17,540 | 1,819 | ||
Other | (558) | 1,671 | 4,682 | 2,132 | ||
Total adjustments | 84,754 | 38,943 | 222,814 | 98,255 | ||
Total segment profitability | 21,902 | 17,112 | 34,182 | 30,860 | ||
Transaction and integration costs | 1,000 | 1,700 | 3,400 | 1,700 | ||
Stockholder activism costs | $ (1,600) | $ 0 | $ 1,300 | $ 400 |
Segment and Geographic Inform_6
Segment and Geographic Information - Total Assets by Segment (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 2,033,234 | $ 2,109,006 |
Degree Program Segment deferred revenue | ||
Segment Reporting Information [Line Items] | ||
Total assets | 525,076 | 546,572 |
Alternative Credential Segment accounts receivable | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 1,508,158 | $ 1,562,434 |
Segment and Geographic Inform_7
Segment and Geographic Information - Geographical Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Geographical Information | |||||
Total revenue | $ 241,464 | $ 237,209 | $ 494,793 | $ 469,682 | |
Assets | 2,033,234 | 2,033,234 | $ 2,109,006 | ||
Non-US | |||||
Geographical Information | |||||
Total revenue | 27,200 | 26,300 | |||
Alternative Credential Segment accounts receivable | |||||
Geographical Information | |||||
Total revenue | 98,374 | $ 90,995 | 197,536 | 177,593 | |
Assets | 1,508,158 | 1,508,158 | 1,562,434 | ||
Alternative Credential Segment accounts receivable | Non-US | |||||
Geographical Information | |||||
Total revenue | 55,300 | $ 49,400 | |||
Assets | $ 3,500 | $ 3,500 | $ 3,300 |
Receivables and Contract Liab_3
Receivables and Contract Liabilities - Trade Accounts Receivable and Contract Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Accounts receivable, before allowance for credit loss, current | $ 84,446 | $ 78,973 |
Less: Provision for credit losses | (14,602) | (11,686) |
Trade accounts receivable, net | 69,844 | 67,287 |
Degree Program Segment | ||
Segment Reporting Information [Line Items] | ||
Accounts receivable, before allowance for credit loss, current | 21,177 | 31,762 |
Degree Program Segment unbilled revenue | 19,048 | 4,440 |
Alternative Credential Segment accounts receivable | ||
Segment Reporting Information [Line Items] | ||
Accounts receivable, before allowance for credit loss, current | $ 44,221 | $ 42,771 |
Receivables and Contract Liab_4
Receivables and Contract Liabilities - Change in Provision for Credit Losses for Trade Receivables (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Balance as of December 31, 2021 | $ 11,686 |
Current period provision | 3,334 |
Foreign currency translation adjustments | (16) |
Other | (402) |
Balance as of June 30, 2022 | $ 14,602 |
Receivables and Contract Liab_5
Receivables and Contract Liabilities - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||
Percentage of other receivables that are current | 89% | 89% | |||
Degree Program Segment deferred revenue | |||||
Segment Reporting Information [Line Items] | |||||
Contract with customer, liability, revenue recognized | $ 0.1 | $ 0 | $ 1.4 | $ 1.7 | |
Capitalized contract cost | 0.5 | 0.5 | $ 0.5 | ||
Alternative Credential Segment accounts receivable | |||||
Segment Reporting Information [Line Items] | |||||
Contract with customer, liability, revenue recognized | $ 16.3 | $ 16 | $ 66.5 | $ 71.9 | |
Minimum | |||||
Segment Reporting Information [Line Items] | |||||
Term of other receivables | 12 months | ||||
Maximum | |||||
Segment Reporting Information [Line Items] | |||||
Term of other receivables | 42 months |
Receivables and Contract Liab_6
Receivables and Contract Liabilities - Other Receivables (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Receivables And Contract Liabilities Disclosure [Abstract] | ||
Other receivables, amortized cost | $ 54,919 | $ 52,428 |
Less: Provision for credit losses | (2,697) | (1,421) |
Other receivables, net | 52,222 | 51,007 |
Other receivables, net, current | 30,938 | 29,439 |
Other receivables, net, non-current | $ 21,284 | $ 21,568 |
Receivables and Contract Liab_7
Receivables and Contract Liabilities - Change in Provision for Credit Losses for Other Receivables (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Other Receivable, Allowance for Credit Loss [Roll Forward] | |
Balance as of December 31, 2021 | $ 1,421 |
Current period provision | 1,276 |
Balance as of June 30, 2022 | $ 2,697 |
Receivables and Contract Liab_8
Receivables and Contract Liabilities - Other Receivables Credit Quality Indicators (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Origination year | $ 28,942 | $ 40,953 |
Origination year, one year before current fiscal year | 19,456 | 7,429 |
Origination year, two years before current fiscal year | 2,403 | 3,209 |
Origination year, three years before current fiscal year | 3,281 | 837 |
Origination year, four years before current fiscal year | 837 | |
Total | 54,919 | 52,428 |
High | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Origination year | 12,263 | 18,466 |
Origination year, one year before current fiscal year | 7,760 | 1,635 |
Origination year, two years before current fiscal year | 64 | 24 |
Origination year, three years before current fiscal year | 21 | 115 |
Origination year, four years before current fiscal year | 115 | |
Total | 20,223 | 20,240 |
Mid | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Origination year | 12,122 | 14,352 |
Origination year, one year before current fiscal year | 7,457 | 2,992 |
Origination year, two years before current fiscal year | 910 | 1,312 |
Origination year, three years before current fiscal year | 1,345 | 392 |
Origination year, four years before current fiscal year | 392 | |
Total | 22,226 | 19,048 |
Low | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Origination year | 4,557 | 8,135 |
Origination year, one year before current fiscal year | 4,239 | 2,802 |
Origination year, two years before current fiscal year | 1,429 | 1,873 |
Origination year, three years before current fiscal year | 1,915 | 330 |
Origination year, four years before current fiscal year | 330 | |
Total | $ 12,470 | $ 13,140 |
Receivables and Contract Liab_9
Receivables and Contract Liabilities - Contract Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Total contract liabilities | $ 132,472 | $ 91,926 |
Degree Program Segment deferred revenue | ||
Segment Reporting Information [Line Items] | ||
Total contract liabilities | 38,303 | 3,462 |
Alternative Credential Segment deferred revenue | ||
Segment Reporting Information [Line Items] | ||
Total contract liabilities | $ 94,169 | $ 88,464 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash interest payments | $ 23.5 | $ 4.5 |
Unpaid capital expenditures | $ 4.7 | $ 2.6 |