udmy-20230214
0001607939FALSE00016079392023-02-142023-02-14

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 14, 2023


Udemy, Inc.
(Exact name of Registrant as Specified in Its Charter)


Delaware001-4095627-1779864
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)(IRS Employer
Identification No.)
600 Harrison Street, 3rd Floor
San Francisco, California
94107
(Address of Principal Executive Offices)(Zip Code)

(415) 813-1710
(Registrant’s Telephone Number, Including Area Code)


Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading
Symbol(s)

Name of each exchange on which registered
Common Stock, $0.00001 par value per shareUDMY
The Nasdaq Stock Market LLC
(The Nasdaq Global Select Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 2.02 Results of Operations and Financial Condition
On February 14, 2023, Udemy, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

The information in Item 2.02 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. The information in Item 2.02 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing.

Item 2.05. Costs Associated with Exit or Disposal Activities

On February 13, 2023, the Company committed to a reduction in force that is expected to result in the termination of approximately 10% of the Company’s global workforce. The Company took this step to decrease its costs during the current macroeconomic environment and create a more streamlined organization to support its business. As a result, the Company expects to recognize restructuring charges between $9 million and $11 million in the first quarter of 2023, primarily consisting of personnel expenses such as salaries and wages, one-time severance payments, and other benefits. Cash payments related to these expenses will be paid out primarily during the first and second quarters of 2023. Also included in the indicated range is an immaterial amount of stock-based compensation expense that will be recognized in the first quarter of 2023 as a result of modifications to allow vesting of certain stock-based awards held by impacted personnel. The reduction in force is expected to be completed by the end of the second quarter of 2023.

The estimates of costs and expenses that the Company expects to incur in connection with the reduction in force are subject to a number of assumptions and actual results may differ materially. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the reduction in force.

A message to the Company’s employees from Gregg Coccari, the Company’s chief executive officer, regarding the reduction in force is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

This Current Report on Form 8-K, including the accompanying exhibits, contains “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements include, but are not limited to, those related to the expected costs and benefits associated with the reduction in force as well as the Company’s timeline for completing the reduction in force and recognition of associated costs. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties, including those described in the Company’s most recent Quarterly report on Form 10-Q and Annual Report on Form 10-K. Therefore, the Company’s actual results could differ materially from those expressed, implied or forecast in any such forward-looking statements. For example, the expected costs associated with the reduction in force may be greater than anticipated, completion of the reduction in force may take longer than anticipated, the Company may be unable to realize the contemplated benefits in connection with the reduction in force, and the reduction in force may have an adverse impact on the Company’s performance. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this Current Report on Form 8-K, whether as a result of new information, future events or otherwise.





Item 9.01 Financial Statements and Exhibits
(d) Exhibits

Exhibit
Number
 Description
   
99.1  
99.2
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
UDEMY, INC.
Date:February 14, 2023By:/s/ Ken Hirschman
Ken Hirschman
SVP Operations and General Counsel


Document


Udemy Reports Fourth Quarter and Full Year 2022 Results

Total revenue increased 22% year-over-year for both the fourth quarter and full year
Announced strategic actions to further accelerate path to profitability

San Francisco, CA / February 14, 2023 - Udemy (Nasdaq: UDMY), a leading destination for learning and teaching online, today reported results for the three- and twelve-month periods ended December 31, 2022.

“Udemy ended its first full year as a public company strong, despite a very challenging macro environment,” said Gregg Coccari, Udemy’s Chairman and CEO. “We continue to be encouraged by the strength of our leading growth engine, Udemy Business, which is supported by an accelerating shift from offline to online skills development, and the health of our Consumer marketplace. We are cautiously optimistic about the year ahead as we focus on balancing long-term sustainable growth and margin expansion, driving toward delivering a profitable second half of 2023 on an adjusted EBITDA basis.”

Fourth quarter 2022 financial performance highlights include:
Total revenue increased 22% year-over-year to $165.3 million. Revenue growth includes a negative impact of 4 percentage points from changes in foreign exchange (FX) rates year-over-year.
Enterprise segment, or Udemy Business, revenue increased 57% year-over-year, including the negative impact of 4 percentage points from changes in FX rates year-over-year, to $90.6 million.
Udemy Business Annual Recurring Revenue increased 55% year-over-year to $371.7 million and Net Dollar Retention Rate was 115%. Net Dollar Retention Rate for Udemy Business Large Customers, or customers with at least 1,000 employees, was 123%.
Consumer segment revenue decreased 4% year-over-year, including the negative impact of 5 percentage points from changes in FX rates year-over-year, to $74.7 million.
Monthly Average Buyers on Udemy’s Consumer marketplace decreased by 2% year-over-year, but increased 3% sequentially from Q3 2022, to 1.36 million.



Fourth Quarter and Full Year 2022 Financial Results and Key Operating Data Summary
(in millions, except customers, percentages and basis points)

Three Months Ended
December 31,
% ChangeFiscal Year Ended
December 31,
% Change
20222021YoY20222021YoY
Revenue$165.3 $135.5 22 %$629.1 $515.7 22 %
GAAP Gross Profit$91.3 $71.3 28 %$353.8 $279.6 27 %
  % of Revenue55 %53 %260bps56 %54 %200bps
Non-GAAP Gross Profit$94.0 $72.8 29 %$362.0 $282.3 28 %
  % of Revenue57 %54 %320bps58 %55 %280bps
GAAP Net Loss$(52.2)$(41.4)26 %$(153.9)$(80.0)92 %
Non-GAAP Net Loss$(22.8)$(29.3)(22)%$(68.3)$(43.8)56 %
Adjusted EBITDA$(20.2)$(25.1)(19)%$(48.7)$(27.9)74 %
  % of Revenue(12)%(19)%630 bps(8)%(5)%(230)bps
Enterprise Segment
Total Customers13,920 10,515 32 %
Annual Recurring Revenue$371.7 $239.3 55 %
Net Dollar Retention115 %118 %(300)bps
Segment Revenue$90.6 $57.8 57 %$314.0 $187.0 68 %
Segment Gross Profit$60.4 $38.6 56 %$209.5 $123.0 70 %
  % of Segment Revenue66.6 %66.9 %(30)bps66.7 %65.8 %90 bps
Consumer Segment
Monthly Average Buyers1.36 1.39 (2)%1.34 1.35 (1)%
Segment Revenue$74.7 $77.7 (4)%$315.1 $328.7 (4)%
Segment Gross Profit$37.4 $36.9 %$165.8 $169.4 (2)%
  % of Segment Revenue50.0 %47.6 %240 bps52.6 %51.5 %110 bps

Business and Operational Highlights:
Announced leadership changes at the start of Q1 2023, including the retirement of current Chairman and CEO, Gregg Coccari; the promotions of current President of Udemy Business Greg Brown to CEO and current Senior Vice President of Customer Success Stephanie Stapleton Sudbury to President of Udemy Business; and the hiring of Karen Fascenda as Chief People Officer and Nathan Blain as General Manager of Cohort Learning.
Udemy Business added new, or expanded existing, relationships with global customers including European multinational chemical company, BASF SE (Germany); the world’s largest manufacturer of construction equipment, Caterpillar, Inc. (U.S.); global technology platform for Business Spend Management, Coupa Software (U.S.); the leading global platform for the luxury fashion industry, FARFETCH Limited (UK); multinational retailer Grupo Falabella (Chile); and global supplier of premium and luxury cars and vans, The Mercedes-Benz Group AG (Germany).
Recently closed a multi-year deal with Capgemini, a global technology services company, in which Udemy Business was selected as its learning content partner to support the launch of their new Capgemini Engineering and Industry Academies.
Continued Udemy Business’s expansion in the Asia-Pacific region with new customer wins through strategic reseller partnerships, including the fintech and software developer, Kaitai Vision Information Technology (China); shipping and logistics company, Nippon Yusen Kaisha (Japan); and provider of outsourcing, software development and security services, Ryobi Systems Co., Ltd. (Japan).
Established new reseller partnerships in Latin America (LATAM), including HSM, an executive education provider in Brazil; CognosOnline, a leader in LATAM for digital learning solutions; and eClass, an e-learning content and technology vendor.



Launched a collection of courses for in-demand skills compliant with 508 accessibility standards; a redesigned instructor performance dashboard with enhanced insights into Udemy Business course engagement; and a set of immersive learning data-science labs and coding exercises for new learners.
Added a new Hindi collection, the 14th language to be included in the Udemy Business International Collection.
Named to Built In’s Annual List of Best Places to Work, which recognized Udemy as a top employer in the U.S., Colorado, Austin and San Francisco.

Business Update
On February 13, 2023, Udemy announced to its employees that in response to macroeconomic conditions and to further streamline its operations and cost structure, it made the difficult decision to reduce its global workforce by approximately 10%. Employee notifications are complete and this action will result in a one-time charge in Q1 2023 of $8 to $9 million in non-GAAP severance costs, primarily consisting of personnel expenses, such as salaries and wages, one-time severance payments, and other benefits. Udemy expects these actions to result in annualized non-GAAP savings of approximately $30 to $32 million. Udemy believes these actions will accelerate its path to profitability and now expects to be profitable on an adjusted EBITDA basis for the second half of 2023.
Financial Outlook
Udemy provides guidance based on current market conditions and expectations. Actual results may differ materially. Please refer to the comments below regarding forward-looking statements.
The following table reflects Udemy’s financial outlook for its first quarter and full year ending December 31, 2023.

Three Months Ending March 31, 2023Year Ending December 31, 2023
Revenue$168 - $172 million$700 - $730 million
Adjusted EBITDA Margin*(10)% - (8)%(4)% - (2)%
Weighted Average Share Count146 million149 million
*Udemy has not provided a quantitative reconciliation of forecasted Adjusted EBITDA to forecasted GAAP net income (loss) within this earnings release because the company is unable, without making unreasonable efforts, to calculate certain reconciling items with confidence. Adjusted EBITDA Margin outlook excludes the impact of restructuring charges.
The revenue guidance range above assumes foreign currency exchange rates will remain constant. As a result of changes in FX rates during 2022, FX is expected to impact total revenue year-over-year growth by approximately 6 percentage points in the first quarter and 3 percentage points for the full year 2023.
Webcast Information
Udemy will host a conference call and webcast at 2:00 p.m. PT / 5:00 p.m. ET today, Tuesday, February 14, to discuss its fourth quarter and full year 2022 financial results and 2023 outlook. A link to the live webcast and recorded replay of the conference call will be available on the “Quarterly Results” section of Udemy’s Investor Relations website at https://investors.udemy.com/. The live call may also be accessed via telephone at (877) 270-2148 toll-free domestically and at (412) 902-6510 internationally. The archived replay of the webcast will be available for approximately one year.
Non-GAAP Financial Measures
To supplement the consolidated financial statements prepared and presented in accordance with U.S. generally accepted accounting principles (“GAAP”), Udemy’s key non-GAAP performance measures include Adjusted EBITDA, Adjusted EBITDA Margin, and non-GAAP net loss.




We calculate Adjusted EBITDA as net loss determined in accordance with GAAP, excluding i) interest (income) expense, net; ii) provision for income taxes; iii) depreciation and amortization; iv) other expense, net, including gains and losses from the remeasurement of foreign currency assets and liabilities into their functional currency and v) stock-based compensation expense. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue for the same period. We have not reconciled our expectations for Adjusted EBITDA and Adjusted EBITDA Margin to net loss and net loss margin, respectively, the most directly comparable GAAP measures, because certain items are out of our control or cannot be reasonably predicted and a reconciliation for the guidance for Adjusted EBITDA and Adjusted EBITDA Margin is not available without unreasonable effort. As Adjusted EBITDA and Adjusted EBITDA Margin facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA Margin provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors. In addition, it provides a useful measure for period-to-period comparisons of our business, as it removes the effect of certain non-cash expenses and certain variable charges. We define non-GAAP loss as net loss attributable to common stockholders, adjusted to exclude stock-based compensation expense and the amortization of acquired intangible assets. We define non-GAAP gross profit as gross profit, adjusted to exclude stock-based compensation expense and the amortization of acquired intangible assets. We calculate non-GAAP gross margin as non-GAAP gross profit divided by revenue for the same period. We believe the presentation of operating results that excludes these non-cash items provides useful supplemental information to investors and facilitates the analysis of our operating results and comparison of operating results across reporting periods.

Udemy’s non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. The presentation of non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial measures determined in accordance with GAAP. Because of the limitations of non-GAAP financial measures, you should consider the non-GAAP financial measures presented herein in conjunction with Udemy’s financial statements and the related notes thereto. Please refer to the non-GAAP reconciliations in this press release for a reconciliation of these non-GAAP financial measures to the most comparable financial measure prepared in accordance with GAAP.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding Udemy’s expectations relating to future operating results and financial position, including the first quarter of 2023, the full year 2023, and future periods; anticipated future expenses and investments; our business strategy and plans; market growth; our market position and potential market opportunities; the costs and benefits associated with Udemy’s reduction in force; and the timing of completion of the reduction in force and the recognition of associated costs. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements.

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results may differ materially from the results predicted and reported results should not be considered as an indication of future performance.

The potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, those risks and uncertainties included under the caption "Risk Factors" and elsewhere in our filings with the Securities and Exchange Commission (“SEC”), including, without limitation, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 2, 2022. All information provided in this release is as of the date hereof, and we undertake no duty to update this information unless required by law.
About Udemy
Udemy (Nasdaq: UDMY) improves lives through learning by providing flexible, effective skill development to empower organizations and individuals. The Udemy marketplace platform, with thousands of up-to-date courses in dozens of languages, offers the tools learners, instructors, and enterprises need to achieve their goals and reach their full potential. Millions of people learn on the Udemy platform from real-world experts in topics ranging from programming and data science to leadership and team building. Udemy Business enables employers to offer on-demand learning for all employees, immersive learning for tech teams, and cohort learning for leaders. Udemy Business customers include FenderⓇ, Glassdoor, On24, The World Bank, and Volkswagen. Udemy is headquartered in San Francisco with hubs in Istanbul and Ankara, Türkiye; Austin, Texas; Boston, Massachusetts; Mountain View, California; Denver, Colorado; Dublin, Ireland; Melbourne, Australia; New Delhi, India; and Sao Paulo, Brazil.




Udemy, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(Unaudited)
Three Months Ended December 31, Fiscal Year Ended December 31,
2022202120222021
Revenue$165,330 $135,451 $629,097 $515,657 
Cost of revenue (1)(2)73,990 64,122 275,320 236,024 
Gross profit91,340 71,329 353,777 279,633 
Operating expenses (1)(2)
Sales and marketing88,558 70,624 301,347 227,023 
Research and development29,961 19,208 104,556 66,107 
General and administrative26,917 22,442 99,064 64,410 
Total operating expenses145,436 112,274 504,967 357,540 
Loss from operations(54,096)(40,945)(151,190)(77,907)
Other income (expense)
Interest income (expense), net3,335 436 4,297 (16)
Other expense, net(257)(206)(4,696)(920)
Total other income (expense), net3,078 230 (399)(936)
Net loss before taxes(51,018)(40,715)(151,589)(78,843)
Income tax provision(1,135)(669)(2,286)(1,183)
Net loss attributable to common stockholders$(52,153)$(41,384)$(153,875)$(80,026)
Net loss per share attributable to common stockholders
Basic and diluted$(0.36)$(0.38)$(1.09)$(1.46)
Weighted-average shares used in computing net loss per share attributable to common stockholders
Basic and diluted143,120,852 108,168,420 140,873,504 54,972,827 

(1)Includes stock-based compensation expense as follows (in thousands):
Three Months Ended December 31, Fiscal Year Ended December 31,
2022202120222021
Cost of revenue$1,920 $736 $5,360 $1,623 
Sales and marketing10,538 2,852 29,054 8,637 
Research and development7,547 2,370 20,850 6,816 
General and administrative8,245 5,018 26,029 17,604 
Total stock-based compensation expense$28,250 $10,976 $81,293 $34,680 

(2)     Includes amortization of intangible assets as follows (in thousands):
Three Months Ended December 31, Fiscal Year Ended December 31,
2022202120222021
Cost of revenue$725 $729 $2,900 $1,022 
Sales and marketing341 384 1,366 481 
Total amortization of intangible assets$1,066 $1,113 $4,266 $1,503 





Udemy, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)
(Unaudited)
December 31,December 31,
20222021
Assets
Current assets:
Cash and cash equivalents$313,685 $533,868 
Marketable securities151,687 — 
Accounts receivable, net 104,530 73,180 
Prepaid expenses and other current assets14,878 15,927 
Deferred contract costs, current30,234 18,898 
Total current assets615,014 641,873 
Property and equipment, net7,012 9,887 
Capitalized software, net27,412 20,054 
Operating lease right-of-use assets11,377 — 
Restricted cash, non-current3,629 2,900 
Deferred contract costs, non-current35,411 25,647 
Strategic investments12,104 10,000 
Intangible assets, net9,331 13,597 
Goodwill12,646 12,646 
Other assets3,632 3,247 
Total assets$737,568 $739,851 
Liabilities and stockholders' equity
Current liabilities:
Accounts payable$14,529 $34,627 
Accrued expenses and other current liabilities31,247 40,140 
Content costs payable37,310 35,961 
Accrued compensation and benefits22,882 22,341 
Operating lease liabilities, current7,002 — 
Deferred revenue, current273,937 208,274 
Total current liabilities386,907 341,343 
Operating lease liabilities, non-current6,545 — 
Deferred revenue, non-current4,342 2,280 
Other liabilities, non-current464 6,528 
Total liabilities398,258 350,151 
Stockholders' equity:
Preferred stock— — 
Common stock
Additional paid-in capital951,946 848,229 
Accumulated other comprehensive loss(233)(1)
Accumulated deficit(612,404)(458,529)
Total stockholders’ equity339,310 389,700 
Total liabilities and stockholders' equity$737,568 $739,851 




Udemy, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
Fiscal Year Ended December 31,
20222021
Cash flows from operating activities:
Net loss$(153,875)$(80,026)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization21,216 15,297 
Amortization of deferred sales commissions32,279 17,801 
Stock-based compensation81,293 34,680 
Allowance for credit losses960 326 
Accretion of marketable securities(896)— 
Non-cash operating lease expense6,205 — 
Unrealized loss on strategic investments2,896 — 
Other690 — 
Changes in operating assets and liabilities:
Accounts receivable(32,309)(27,000)
Prepaid expenses and other assets(4)(9,903)
Deferred contract costs(53,379)(36,508)
Accounts payable, accrued expenses and other liabilities(28,620)7,272 
Content costs payable1,349 4,389 
Operating lease liabilities(6,487)— 
Deferred revenue67,725 66,568 
Net cash used in operating activities(60,957)(7,104)
Cash flows from investing activities:
Purchases of marketable securities(158,503)— 
Proceeds from maturities of marketable securities7,500 — 
Purchases of property and equipment(1,564)(5,335)
Capitalized software costs(14,160)(12,868)
Purchases of strategic investments(5,000)(10,000)
Payments related to business combination, net of cash acquired(1,500)(24,490)
Net cash used in investing activities(173,227)(52,693)
Cash flows from financing activities:
Net proceeds from exercise of stock options7,149 10,878 
Net proceeds from issuance of redeemable convertible preferred stock— 
Proceeds from share purchases under employee stock purchase plan9,192 — 
Payment of redeemable convertible preferred stock issuance costs— (2,250)
Payment of deferred offering costs(1,586)(5,183)
Cash proceeds from initial public offering— 415,187 
Net cash provided by financing activities14,755 418,634 
Effect of foreign exchange rates on cash flows(25)— 
Net increase (decrease) in cash, cash equivalents and restricted cash(219,454)358,837 
Cash, cash equivalents and restricted cash—Beginning of period536,768 177,931 
Cash, cash equivalents and restricted cash—End of period$317,314 $536,768 






Udemy, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(in thousands, except share and per share amounts)
(Unaudited)

Three Months Ended December 31, 2022
GAAPStock-based CompensationAmortization of Intangible AssetsNon-GAAP
(in thousands, except share and per share amounts)
Revenue$165,330 $— $— $165,330 
Cost of revenue73,990 (1,920)(725)71,345 
Gross profit91,340 1,920 725 93,985 
Operating expenses
Sales and marketing88,558 (10,538)(341)77,679 
Research and development29,961 (7,547)— 22,414 
General and administrative26,917 (8,245)— 18,672 
Total operating expenses145,436 (26,330)(341)118,765 
Loss from operations(54,096)28,250 1,066 (24,780)
Other income (expense)
Interest income, net3,335 — — 3,335 
Other expense, net(257)— — (257)
Total other income, net3,078 — — 3,078 
Net loss before taxes(51,018)28,250 1,066 (21,702)
Income tax provision(1,135)— — (1,135)
Net loss attributable to common stockholders$(52,153)$28,250 $1,066 $(22,837)
Net loss per share attributable to common stockholders
Basic and diluted$(0.36)$(0.16)
Weighted-average shares used in computing net loss per share attributable to common stockholders
Basic and diluted143,120,852 143,120,852 




Fiscal Year Ended December 31, 2022
GAAPStock-based CompensationAmortization of Intangible AssetsNon-GAAP
(in thousands, except share and per share amounts)
Revenue$629,097 $— $— $629,097 
Cost of revenue275,320 (5,360)(2,900)267,060 
Gross profit353,777 5,360 2,900 362,037 
Operating expenses
Sales and marketing301,347 (29,054)(1,366)270,927 
Research and development104,556 (20,850)— 83,706 
General and administrative99,064 (26,029)— 73,035 
Total operating expenses504,967 (75,933)(1,366)427,668 
Loss from operations(151,190)81,293 4,266 (65,631)
Other income (expense)
Interest income, net4,297 — — 4,297 
Other expense, net(4,696)— — (4,696)
Total other expense, net(399)— — (399)
Net loss before taxes(151,589)81,293 4,266 (66,030)
Income tax provision(2,286)— — (2,286)
Net loss attributable to common stockholders$(153,875)$81,293 $4,266 $(68,316)
Net loss per share attributable to common stockholders
Basic and diluted$(1.09)$(0.48)
Weighted-average shares used in computing net loss per share attributable to common stockholders
Basic and diluted140,873,504 140,873,504 




Three Months Ended December 31, 2021
GAAPStock-based CompensationAmortization of Intangible AssetsNon-GAAP
(in thousands, except share and per share amounts)
Revenue$135,451 $— $— $135,451 
Cost of revenue64,122 (736)(729)62,657 
Gross profit71,329 736 729 72,794 
Operating expenses
Sales and marketing70,624 (2,852)(384)67,388 
Research and development19,208 (2,370)— 16,838 
General and administrative22,442 (5,018)— 17,424 
Total operating expenses112,274 (10,240)(384)101,650 
Loss from operations(40,945)10,976 1,113 (28,856)
Other income (expense)
Interest income, net436 — — 436 
Other expense, net(206)— — (206)
Total other income, net230 — — 230 
Net loss before taxes(40,715)10,976 1,113 (28,626)
Income tax provision(669)— — (669)
Net loss attributable to common stockholders$(41,384)$10,976 $1,113 $(29,295)
Net loss per share attributable to common stockholders
Basic and diluted$(0.38)$(0.27)
Weighted-average shares used in computing net loss per share attributable to common stockholders
Basic and diluted108,168,420 108,168,420 




Fiscal Year Ended December 31, 2021
GAAPStock-based CompensationAmortization of Intangible AssetsNon-GAAP
(in thousands, except share and per share amounts)
Revenue$515,657 $— $— $515,657 
Cost of revenue236,024 (1,623)(1,022)233,379 
Gross profit279,633 1,623 1,022 282,278 
Operating expenses
Sales and marketing227,023 (8,637)(481)217,905 
Research and development66,107 (6,816)— 59,291 
General and administrative64,410 (17,604)— 46,806 
Total operating expenses357,540 (33,057)(481)324,002 
Loss from operations(77,907)34,680 1,503 (41,724)
Other income (expense)
Interest income, net(16)— — (16)
Other expense, net(920)— — (920)
Total other expense, net(936)— — (936)
Net loss before taxes(78,843)34,680 1,503 (42,660)
Income tax provision(1,183)— — (1,183)
Net loss attributable to common stockholders$(80,026)$34,680 $1,503 $(43,843)
Net loss per share attributable to common stockholders
Basic and diluted$(1.46)$(0.80)
Weighted-average shares used in computing net loss per share attributable to common stockholders
Basic and diluted54,972,827 54,972,827 

Three Months Ended December 31, Fiscal Year Ended December 31,
2022202120222021
Net loss$(52,153)$(41,384)$(153,875)$(80,026)
Adjusted to exclude the following:
Interest (income) expense, net(3,335)(436)(4,297)16 
Provision for income taxes1,135 669 2,286 1,183 
Depreciation and amortization5,600 4,897 21,216 15,297 
Stock-based compensation expense28,250 10,976 81,293 34,680 
Other expense, net257 206 4,696 920 
Adjusted EBITDA$(20,246)$(25,072)$(48,681)$(27,930)


Investor Contact
Dennis Walsh
Vice President, Investor Relations
dennis.walsh@udemy.com

Media Contact
Abby Welch
Senior Director, Corporate Communications
abby.welch@udemy.com


Document

Exhibit 99.2

Message to Udemy, Inc. employees from Gregg Coccari on February 13, 2023

My fellow Udemates,

Udemy has served as an invaluable resource to millions of people and thousands of organizations across the world as they’ve navigated through a pandemic and a rapidly changing macroeconomic environment. Together, we have all made a valuable impact on so many lives. This makes today’s announcement an incredibly difficult one to share. In order to position ourselves for long-term sustainable growth, we have made the difficult but necessary decision to reduce our global workforce by 10%.

In previous All Hands meetings, the executive team has endeavored to be as transparent as possible with you about the cautious approach we have taken to navigate through these challenging macroeconomic conditions. We made strategic decisions last year to adjust our cost structure to ensure Udemy came out on the other side a stronger, more efficient company. Over the past few quarters, we slowed hiring and reduced spending across the company, and focused on driving efficiencies and preserving resources.

These steps were taken thoughtfully and aimed at avoiding the necessity of making any adjustments to our Udemate team. Unfortunately, the macroeconomic environment continued to deteriorate in the back half of last year and we are not immune to this challenging environment.

We want everyone to know that taking care of our impacted Udemates is a top priority. It is of the utmost importance that we provide everything we can for their needs, as well as resources to help them find their next role. We want to openly share what each impacted Udemate will be offered.

While some of this varies by employee and location, this includes (but is not limited to):
Minimum 13 weeks pay (or more for tenure)
Six months of benefits coverage
Extended Udemy Business subscription
Their Udemy laptop
Annual bonus payout
Immigration assistance
Partial accelerated vesting of equity awards
Access to Crosschq, a tech recruiting tool

I want to be very clear with all of you; this decision is not a reflection of the work or contributions of those impacted — nor is it a reflection of the long-term health of our business. It’s also a decision I don’t take lightly as the CEO of this company. I can’t express enough how sorry I am to have to say goodbye to so many important members of our team.

We’re committed to always learning inside and outside of Udemy, and one of my greatest learning opportunities was being able to learn from all of you over the last four years. This team brings the magic to what we do every day and I’ve been constantly inspired by your authenticity, passion, empathy and unwavering dedication to our mission.




No matter how long you’ve been with us and no matter what your position is, I thank each and every one of you from the bottom of my heart for your commitment to improving lives through learning and letting me learn from you. We will deeply miss our departing Udemates, hold them close to our hearts and encourage everyone to support them as best as we can.

I look forward to connecting with you all in our scheduled All Hands meetings throughout the day. Thank you for everything.