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Published: 2021-07-29 16:02:15 ET
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EX-99.1 2 d942423dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

2U Reports Results for Second Quarter 2021

Delivers revenue growth of 30%

LANHAM, Md. — July 29, 2021 — 2U, Inc. (Nasdaq: TWOU), a global leader in education technology, today reported financial and operating results for the quarter ended June 30, 2021.

Results for Second Quarter 2021 Compared to Second Quarter 2020

 

   

Revenue increased 30% to $237.2 million

 

   

Degree Program Segment revenue increased 26% to $146.2 million

 

   

Alternative Credential Segment revenue increased 36% to $91.0 million

 

   

Net loss improved $44.3 million to $21.8 million, or $0.29 per share

Non-GAAP Results for Second Quarter 2021 Compared to Second Quarter 2020

 

   

Adjusted EBITDA improved $19.2 million to $17.1 million

 

   

Adjusted net loss improved $15.0 million to $6.8 million, or $0.09 per share

“2U delivered strong results in the second quarter and we continue to see growing demand from universities for our shared success model as they look for a trusted and proven digital transformation partner to meet the evolving needs of adult learners,” said Christopher “Chip” Paucek, Co-Founder and Chief Executive Officer of 2U. “As we work to close our recently announced edX acquisition, we are excited and energized by the opportunities it creates to expand access to affordable, high-quality online education globally and to deliver greater value for all of our stakeholders.”

Paul Lalljie, 2U’s Chief Financial Officer, added, “Our results in the second quarter were strong, with 30% revenue growth and positive trailing twelve month free cash flow. We are seeing good momentum, particularly in the degree business, that we expect to continue into 2022, though given the near-term macroeconomic environment we are making the prudent decision to maintain our full-year guidance.”

Discussion of Second Quarter 2021 Results

Revenue totaled $237.2 million, a 30% increase from $182.7 million in the second quarter of 2020. This increase was driven by a 26% increase in Degree Program Segment revenue to $146.2 million, primarily due to growth in full course equivalent (“FCE”) enrollments of 14,287, or 31%, and a 36% increase in Alternative Credential Segment revenue to $91.0 million, primarily due to growth in FCE enrollments of 3,244, or 16%. FCE enrollments increased 26% over the prior year period to 84,108.

Costs and expenses for the second quarter totaled $274.3 million, an 18% increase from $231.8 million in the second quarter of 2020. This increase was primarily driven by higher personnel and personnel-related expense, curriculum and teaching expense, and depreciation and amortization expense.

As of June 30, 2021, the company’s cash, cash equivalents, and restricted cash totaled $971.3 million, an increase of $452.5 million from $518.9 million as of December 31, 2020. Cash used in operations of $2.2 million for the six months ended June 30, 2021 was offset by cash provided by investing activities of $4.8 million and cash provided by financing activities of $450.6 million.

Business Outlook for Fiscal Year 2021

The company reaffirmed guidance for the full-year 2021 provided on April 28, 2021 for the following metrics:

 

   

Revenue to range from $925.0 million to $955.0 million, or growth of 19% to 23%

 

   

Net loss to range from $175.0 million to $165.0 million

 

   

Adjusted EBITDA to range from $55.0 million to $65.0 million


Non-GAAP Measures

To provide investors and others with additional information regarding 2U’s results, the company has disclosed the following non-GAAP financial measures: adjusted EBITDA (loss), unlevered free cash flow, adjusted net income (loss), and adjusted net income (loss) per share. The company has provided a reconciliation of each non-GAAP financial measure used in this earnings release to the most directly comparable GAAP financial measure. The company defines adjusted EBITDA (loss) 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. The company defines unlevered free cash flow as net cash provided by (used in) operating activities, less capital expenditures, payments to university clients, certain non-ordinary cash payments, and cash interest payments on debt. The company defines adjusted net income (loss) as net income or net loss, as applicable, before other income (expense), net, acquisition-related gains or losses, 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. Adjusted net income (loss) per share is calculated as adjusted net income (loss) divided by diluted weighted-average shares of common stock outstanding for periods that result in adjusted net income, and basic weighted-average shares outstanding for periods that result in an adjusted net loss. Some of the adjustments described in the definitions of adjusted EBITDA (loss), unlevered free cash flow, and adjusted net income (loss) may not be applicable in any given reporting period and they may vary from period to period. As of the date of this earnings release, we revised our definitions of adjusted EBITDA (loss) and adjusted net income (loss) to exclude other income (expense), net in connection with the recognition of a gain on the sale of our interest in an education technology company. We believe this change is meaningful to investors because we did not have this activity in prior periods, and as a result, excluding the impact of such a gain in 2021 facilitates a period-to-period comparison of our business.

The company’s management uses these non-GAAP financial measures to understand and compare operating results across accounting periods, to understand cash that is generated by or available for operational expenses and investment in the business after capital expenditures, for internal budgeting and forecasting purposes, for short- and long-term operating plans, and to evaluate the company’s financial performance. Management believes these non-GAAP financial measures reflect the company’s ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in the company’s business as they exclude expenses that are not reflective of ongoing operating results. Management also believes that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating the company’s operating results and prospects in the same manner as management and in comparing financial results across accounting periods and to those of peer companies.

The use of adjusted EBITDA (loss), unlevered free cash flow, adjusted net income (loss), and adjusted net income (loss) per share measures has certain limitations, as they do not reflect all items of income and expense that affect the company’s operations. The company compensates for these limitations by reconciling the non-GAAP financial measures to the most directly comparable GAAP financial measures. These non-GAAP financial measures should be considered in addition to, not as a substitute for or in isolation from, measures prepared in accordance with GAAP. Further, these non-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore comparability may be limited. Management encourages investors and others to review the company’s financial information in its entirety and not rely on a single financial measure.

Conference Call Information

 

What:    2U’s second quarter 2021 financial results conference call
When:    Thursday, July 29, 2021
Time:    4:30 p.m. ET
Live Call:    (833) 921-1673
Conference ID #:    6028435
Webcast:    investor.2U.com

About 2U, Inc. (Nasdaq: TWOU)

Eliminating the back row in higher education is not just a metaphor—it’s our mission. For more than a decade, 2U, Inc., a global leader in education technology, has been a trusted partner and brand steward of great universities. We build, deliver, and support more than 550 digital and in-person educational offerings, including undergraduate and graduate degrees, professional certificates, boot camps, and GetSmarter short courses. Together with our partners, 2U has positively transformed the lives of more than 350,000 students and lifelong learners. To learn more, visit 2U.com. #NoBackRow


Cautionary Language Concerning Forward-Looking Statements

This press release contains forward-looking statements regarding 2U, Inc.’s future business expectations, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release, including statements regarding future results of operations and financial position of 2U, including financial targets, business strategy, and plans and objectives for future operations, are forward-looking statements. 2U has based these forward-looking statements largely on its estimates of its financial results and its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs as of the date of this press release. The company undertakes no obligation to update these statements as a result of new information or future events. These forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from the results predicted, including, but not limited to:

 

   

trends in the higher education market and the market for online education, and expectations for growth in those markets;

 

   

the acceptance, adoption and growth of online learning by colleges and universities, faculty, students, employers, accreditors and state and federal licensing bodies;

 

   

the impact of competition on the company’s industry and innovations by competitors;

 

   

the company’s ability to comply with evolving regulations and legal obligations related to data privacy, data protection and information security;

 

   

the company’s expectations about the potential benefits of its cloud-based software-as-a-service technology and technology-enabled services to university clients and students;

 

   

the company’s dependence on third parties to provide certain technological services or components used in its platform;

 

   

the company’s expectations about the predictability, visibility and recurring nature of its business model;

 

   

the company’s ability to meet the anticipated launch dates of its degree programs, short courses and boot camps;

 

   

the company’s ability to acquire new university clients and expand its degree programs, short courses and boot camps with existing university clients;

 

   

the company’s ability to consummate the edX acquisition, including its ability to obtain regulatory and governmental approvals in a timely manner or at all, and realize the anticipated benefits of the edX acquisition;

 

   

the company’s ability to successfully integrate the operations of its acquisitions, including the pending edX acquisition, to achieve the expected benefits of its acquisitions and manage, expand and grow the combined company;

 

   

the company’s ability to refinance its indebtedness on attractive terms, if at all, to better align with its focus on profitability;

 

   

the company’s ability to service its substantial indebtedness and comply with the covenants and conversion obligations contained in the indenture governing its convertible senior notes and the term loan agreement governing its term loan facility;

 

   

the company’s ability to generate sufficient future operating cash flows from recent acquisitions to ensure related goodwill is not impaired;

 

   

the company’s ability to execute its growth strategy in the international, undergraduate and non-degree alternative markets;

 

   

the company’s ability to continue to recruit prospective students for its offerings;

 

   

the company’s ability to maintain or increase student retention rates in its degree programs;

 

   

the company’s ability to attract, hire and retain qualified employees;

 

   

the company’s expectations about the scalability of its cloud-based platform;


   

potential changes in regulations applicable to the company or its university clients;

 

   

the company’s expectations regarding the amount of time its cash balances and other available financial resources will be sufficient to fund its operations;

 

   

the impact and cost of stockholder activism;

 

   

the impact of any natural disasters or public health emergencies, such as the coronavirus disease 2019 (“COVID-19”) pandemic;

 

   

the company’s expectations regarding the effect of the capped call transactions and regarding actions of the option counterparties and/or their respective affiliates; and

 

   

other factors beyond the company’s control.

These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, as amended and supplemented by risks and uncertainties under the heading “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, and other SEC filings. Moreover, 2U operates in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for 2U management to predict all risks, nor can 2U assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements 2U may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated.

Investor Relations Contact: Ken Goff, 2U, Inc., investorinfo@2U.com

Media Contact: Glenda Felden, 2U, Inc., media@2U.com


2U, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

 

     June 30,
2021
    December 31,
2020
 
     (unaudited)        

Assets

    

Current assets

    

Cash and cash equivalents

   $ 953,107   $ 500,629

Restricted cash

     18,227     18,237

Accounts receivable, net

     101,394     46,663

Prepaid expenses and other assets

     62,895     39,353
  

 

 

   

 

 

 

Total current assets

     1,135,623     604,882

Property and equipment, net

     50,015     52,734

Right-of-use assets

     68,150     60,785

Goodwill

     417,357     415,830

Amortizable intangible assets, net

     301,095     312,770

Other assets, non-current

     77,017     97,263
  

 

 

   

 

 

 

Total assets

   $ 2,049,257   $ 1,544,264
  

 

 

   

 

 

 

Liabilities and stockholders’ equity

    

Current liabilities

    

Accounts payable and accrued expenses

   $ 148,421   $ 130,674

Deferred revenue

     110,323     75,493

Lease liability

     10,689     10,024

Other current liabilities

     22,531     21,178
  

 

 

   

 

 

 

Total current liabilities

     291,964     237,369

Long-term debt

     742,100     273,173

Deferred tax liabilities, net

     2,167     2,810

Lease liability, non-current

     89,057     83,228

Other liabilities, non-current

     6,550     6,694
  

 

 

   

 

 

 

Total liabilities

     1,131,838     603,274
  

 

 

   

 

 

 

Stockholders’ equity

    

Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued

     —         —    

Common stock, $0.001 par value, 200,000,000 shares authorized, 74,507,853 shares issued and outstanding as of June 30, 2021; 72,451,521 shares issued and outstanding as of December 31, 2020

     75     72

Additional paid-in capital

     1,688,223     1,646,574

Accumulated deficit

     (763,267     (695,872

Accumulated other comprehensive loss

     (7,612     (9,784
  

 

 

   

 

 

 

Total stockholders’ equity

     917,419     940,990
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 2,049,257   $ 1,544,264
  

 

 

   

 

 

 


2U, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(unaudited, in thousands, except share and per share amounts)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2021     2020     2021     2020  

Revenue

   $ 237,209   $ 182,687   $ 469,682   $ 358,166

Costs and expenses

        

Curriculum and teaching

     34,788     26,256     67,936     46,734

Servicing and support

     34,865     30,294     68,049     60,827

Technology and content development

     42,509     37,307     85,433     72,817

Marketing and sales

     114,644     98,341     227,881     197,556

General and administrative

     47,494     39,554     94,606     83,207
  

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

     274,300     231,752     543,905     461,141
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (37,091     (49,065     (74,223     (102,975

Interest income

     352     154     714     667

Interest expense

     (8,188     (6,518     (16,069     (12,011

Loss on debt extinguishment

     (1,101     (11,671     (1,101     (11,671

Other income (expense), net

     24,070     570     23,155     (1,701
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (21,958     (66,530     (67,524     (127,691

Income tax benefit

     127     363     129     1,418
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (21,831   $ (66,167   $ (67,395   $ (126,273
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share, basic and diluted

   $ (0.29   $ (1.03   $ (0.91   $ (1.98
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average shares of common stock outstanding, basic and diluted

     74,421,911     64,075,405     74,051,220     63,850,869
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss)

        

Foreign currency translation adjustments, net of tax of $0 for all periods presented

     2,977     1,404     2,172     (14,711
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive loss

   $ (18,854   $ (64,763   $ (65,223   $ (140,984
  

 

 

   

 

 

   

 

 

   

 

 

 


2U, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited, in thousands)

 

     Six Months Ended
June 30,
 
     2021     2020  

Cash flows from operating activities

    

Net loss

   $ (67,395   $ (126,273

Adjustments to reconcile net loss to net cash used in operating activities:

    

Non-cash interest expense

     11,447     5,675

Depreciation and amortization expense

     51,409     47,470

Stock-based compensation expense

     49,723     41,961

Non-cash lease expense

     8,644     7,299

Provision for credit losses

     3,551     1,267

Loss on debt extinguishment

     1,101     11,671

Gain on sale of investment

     (27,875     —    

Changes in operating assets and liabilities, net of assets and liabilities acquired:

    

Accounts receivable, net

     (58,847     (39,521

Payments to university clients

     4,629     4,354

Prepaid expenses and other assets

     (20,397     (8,774

Accounts payable and accrued expenses

     15,888     26,989

Deferred revenue

     34,697     28,843

Other liabilities, net

     (10,528     (9,299

Other

     1,759     1,694
  

 

 

   

 

 

 

Net cash used in operating activities

     (2,194     (6,644

Cash flows from investing activities

    

Purchase of a business, net of cash acquired

     —         (949

Additions of amortizable intangible assets

     (29,867     (32,497

Purchases of property and equipment

     (2,452     (4,254

Purchase of investment

     (1,000     —    

Proceeds from sale of investment

     37,875     —    

Advances repaid by university clients

     200     275

Other

     56     —    
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     4,812     (37,425

Cash flows from financing activities

    

Proceeds from debt

     469,595     371,708

Payments on debt

     (703     (250,409

Purchases of capped calls in connection with issuance of convertible senior notes

     —         (50,540

Prepayment premium on extinguishment of senior secured term loan facility

     —         (2,528

Payment of debt issuance costs

     (10,258     (3,419

Tax withholding payments associated with settlement of restricted stock units

     (14,114     (464

Proceeds from exercise of stock options

     4,270     1,825

Proceeds from employee stock purchase plan share purchases

     1,773     1,771
  

 

 

   

 

 

 

Net cash provided by financing activities

     450,563     67,944

Effect of exchange rate changes on cash

     (713     (713
  

 

 

   

 

 

 

Net increase in cash, cash equivalents and restricted cash

     452,468     23,162

Cash, cash equivalents and restricted cash, beginning of period

     518,866     189,869
  

 

 

   

 

 

 

Cash, cash equivalents and restricted cash, end of period

   $ 971,334   $ 213,031
  

 

 

   

 

 

 


2U, Inc.

Reconciliation of Non-GAAP Measures

(unaudited)

The following table presents a reconciliation of adjusted EBITDA (loss) to net loss for each of the periods indicated:

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2021     2020     2021     2020  
     (in thousands, except share and per share amounts)  

Net loss

   $ (21,831   $ (66,167   $ (67,395   $ (126,273

Stock-based compensation expense

     24,776     21,091     49,723     41,961

Other (income) expense, net

     (24,070     (570     (23,155     1,701

Amortization of acquired intangible assets

     10,560     10,605     21,032     21,388

Income tax benefit on amortization of acquired intangible assets

     (301     (331     (594     (710

Loss on debt extinguishment

     1,101     11,671     1,101     11,671

Other*

     3,005     1,902     3,951     7,153
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net loss

     (6,760     (21,799     (15,337     (43,109
  

 

 

   

 

 

   

 

 

   

 

 

 

Net interest expense

     7,836     6,364     15,355     11,344

Income tax expense (benefit)

     174     (32     465     (708

Depreciation and amortization expense

     15,862     13,380     30,377     26,082
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA (loss)

   $ 17,112   $ (2,087   $ 30,860   $ (6,391
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share, basic and diluted

   $ (0.29   $ (1.03   $ (0.91   $ (1.98
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net loss per share, basic and diluted

   $ (0.09   $ (0.34   $ (0.21   $ (0.68
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average shares of common stock outstanding, basic and diluted

     74,421,911     64,075,405     74,051,220     63,850,869
  

 

 

   

 

 

   

 

 

   

 

 

 

 

*

Includes (i) transaction and integration expense of $1.7 million and $0.4 million for the three months ended June 30, 2021 and 2020, respectively, and $1.7 million and $1.1 million for the six months ended June 30, 2021 and 2020, respectively, (ii) restructuring-related expense of $1.3 million and $0.2 million for the three months ended June 30, 2021 and 2020, respectively, and $1.8 million and $0.5 million for the six months ended June 30, 2021 and 2020, respectively, and (iii) stockholder activism and litigation-related expense of zero and $1.3 million for the three months ended June 30, 2021 and 2020, respectively, and $0.4 million and $5.6 million for the six months ended June 30, 2021 and 2020, respectively.


2U, Inc.

Reconciliation of Non-GAAP Measures

(unaudited)

The following table presents a reconciliation of unlevered free cash flow to net cash provided by operating activities for each of the twelve-month periods indicated:

 

     Twelve Months Ended  
     June 30,
2021
     March 31,
2021
     December 31,
2020
     September 30,
2020
 
     (in thousands)  

Net cash provided by operating activities

   $ 34,054    $ 47,094    $ 29,604    $ 26,829

Additions to amortizable intangible assets

     (60,154      (61,195      (62,784      (60,723

Purchases of property and equipment

     (4,715      (4,919      (6,517      (7,627

Payments on acquisition of amortizable intangible assets

     —          —          —          (897

Payments to university clients

     8,550      6,550      5,800      4,100

Non-ordinary cash payments*

     15,739      15,530      19,379      17,153
  

 

 

    

 

 

    

 

 

    

 

 

 

Free cash flow

     (6,526      3,060      (14,518      (21,165

Cash interest payments on debt

     9,075      5,923      10,785      11,270
  

 

 

    

 

 

    

 

 

    

 

 

 

Unlevered free cash flow

   $ 2,549    $ 8,983    $ (3,733    $ (9,895
  

 

 

    

 

 

    

 

 

    

 

 

 

 

*

Includes transaction, integration, restructuring-related, stockholder activism, and litigation-related expense.


2U, Inc.

Reconciliation of Non-GAAP Measures

(unaudited)

The following table presents a reconciliation of adjusted EBITDA guidance to net loss guidance, at the midpoint of the ranges provided by the company, for the period indicated:

 

     Year Ending
December 31, 2021
 
     (in millions)  

Net loss

   $ (170.0

Stock-based compensation expense

     101.0

Other (income) expense, net

     —    

Amortization of acquired intangible assets

     40.0

Income tax benefit on amortization of acquired intangible assets

     —    

Loss on debt extinguishment

     1.0

Other

     (22.0
  

 

 

 

Adjusted net loss

     (50.0
  

 

 

 

Net interest expense

     55.0

Income tax benefit

     (4.5

Depreciation and amortization expense

     59.5
  

 

 

 

Adjusted EBITDA

   $ 60.0
  

 

 

 


2U, Inc.

Key Financial Performance Metrics

(unaudited)

Full Course Equivalent Enrollments

Degree Program Segment

The following table presents the FCE enrollments and average revenue per FCE enrollment in the company’s Degree Program Segment for the last eight quarters.

 

     Q2 ‘21      Q1 ‘21      Q4 ‘20      Q3 ‘20      Q2 ‘20      Q1 ‘20      Q4 ‘19      Q3 ‘19  

Degree Program Segment FCE enrollments

     60,429      60,007      58,425      47,842      46,142      45,734      41,704      40,910

Degree Program Segment average revenue per FCE enrollment

   $ 2,420    $ 2,431    $ 2,234    $ 2,551    $ 2,507    $ 2,590    $ 2,595    $ 2,527

Alternative Credential Segment

The following table presents the FCE enrollments and average revenue per FCE enrollment in the company’s Alternative Credential Segment for the last eight quarters.

 

     Q2 ‘21      Q1 ‘21      Q4 ‘20      Q3 ‘20      Q2 ‘20      Q1 ‘20      Q4 ‘19      Q3 ‘19  

Alternative Credential Segment FCE enrollments

     23,679      21,078      22,190      23,067      20,435      15,141      14,639      14,729

Alternative Credential Segment average revenue per FCE enrollment*

   $ 3,843    $ 4,108    $ 3,821    $ 3,426    $ 3,279    $ 3,766    $ 3,883    $ 3,825

 

*

The Trilogy acquisition was completed on May 22, 2019. Average revenue per FCE enrollment for the company’s Alternative Credential Segment includes $6.0 million and $1.9 million of purchase accounting adjustments for the third and fourth quarters of 2019, respectively.