2U, Inc. Reports Results for First Quarter 2020

LANHAM, Md., April 30, 2020 /PRNewswire/ -- 2U, Inc. (Nasdaq: TWOU), a global leader in education technology, today reported financial and operating results for the first quarter ended March 31, 2020.

Results for First Quarter 2020 Compared to First Quarter 2019

    --  Revenue increased 44% to $175.5 million
    --  Graduate Program Segment revenue increased 14% to $118.5 million
    --  Alternative Credential Segment revenue increased 216% to $57.0 million,
        including $35.4 million in revenue from Trilogy, acquired in May 2019
    --  Net loss increased $38.6 million to $60.1 million, or $(0.94) per share

Non-GAAP Results for First Quarter 2020 Compared to First Quarter 2019

    --  Adjusted net loss was $21.3 million, or $(0.33) per share, compared to
        adjusted net loss of $8.6 million, or $(0.15) per share, in the first
        quarter of 2019
    --  Adjusted EBITDA loss was $4.3 million, compared to $3.2 million in the
        first quarter of 2019

"Our first quarter results clearly show the strength, resilience, and relevance of our business and offerings," said Christopher "Chip" Paucek, 2U's Co-Founder and CEO. "Since the beginning of the COVID-19 pandemic, our operations and all 2U-powered educational offerings are running and enrolling new students. We believe the unprecedented impact of COVID-19 will continue to accelerate demand among universities and adult learners for high-quality online education across the Career Curriculum Continuum, and 2U is uniquely positioned to help existing and new partners meet this need now and in the future."

Chief Financial Officer Paul Lalljie commented, "I'm very pleased with our first quarter results, which demonstrate the strong fundamentals of our business in the midst of one of the most uncertain periods in history. As demand for online education increases, we are in an excellent position to provide a range of solutions for our university partners and their students. Our recent convertible note offering bolstered our balance sheet, and we remain focused on disciplined execution of our strategic priorities and driving towards positive free cash flow."

Discussion of First Quarter 2020 Results

Revenue totaled $175.5 million, a 44% increase from $122.2 million in the first quarter of 2019. Graduate Program Segment revenue grew 14% to $118.5 million driven by a 16% increase in full course equivalent enrollments, partially offset by a 2% decrease in average revenue per full course equivalent enrollment. Alternative Credential Segment revenue increased 216% to $57.0 million, driven by full course equivalent enrollments of 15,141.

Costs and expenses totaled $229.4 million, a 56% increase from $146.7 million in the first quarter of 2019. This $82.7 million increase was driven by $57.1 million of incremental operating costs related to Trilogy, with the remainder primarily attributable to increases in costs related to direct marketing, personnel, and curriculum and teaching. These cost increases are due to new offerings, increased depreciation and amortization expense associated with implementing new features and capabilities in the company's platform, and content for the company's offerings.

As of March 31, 2020, the company's cash, cash equivalents and restricted cash totaled $157.5 million, a decrease of $32.4 million from $189.9 million as of December 31, 2019. The decrease was primarily driven by additions of amortizable intangible assets related to content and technology of $15.8 million and a use of cash from operating activities of $9.9 million. As of March 31, 2020, the company reported outstanding debt of $254.1 million principally related to its term loan facility.

Recent Developments

On April 23, 2020, the company issued 2.25% Convertible Senior Notes due 2025 (the "Notes") in an aggregate principal amount of $330.0 million. On April 29, 2020 the initial purchasers of the Notes exercised their option, in full, to purchase an additional $50.0 million in aggregate principal amount of the Notes, bringing the total aggregate principal amount of the Notes to $380.0 million. The company used a portion of the net proceeds to repay its $250.0 million term loan in full, as well as $1.3 million in accrued interest and a $2.5 million prepayment premium, and terminated its outstanding term loan facility.

Following repayment of the term loan and after deducting the initial purchasers' discounts and commissions, estimated offering expenses payable by the company and the cost of entering into the privately negotiated capped call transactions with affiliates of the initial purchasers of the Notes, the company expects to have $65.3 million remaining for working capital or other general corporate purposes.

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), taxes, depreciation and amortization expense, foreign currency gains or losses, deferred revenue fair value adjustments, transaction costs, integration costs, restructuring-related costs, stockholder activism costs, impairment charges, and stock-based compensation expense. The company defines unlevered free cash flow as net cash from operating activities, less capital expenditures, payments to university clients, restructuring-related and certain other 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 foreign currency gains or losses, acquisition-related gains or losses, deferred revenue fair value adjustments, transaction costs, integration costs, restructuring-related costs, stockholder activism costs, impairment charges, 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 which result in adjusted net income, and basic weighted-average shares outstanding for periods which result in an adjusted net loss.

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 have 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 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, Inc.'s first quarter 2020 financial
                    results conference call



     When:      
     Thursday, April 30, 2020



     Time:      
     4:30 p.m. ET



     Live Call: 
     (877) 359-9508



     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 400 digital and in-person educational offerings, including graduate degrees, professional certificates, Trilogy-powered boot camps, and GetSmarter short courses. Together with our partners, 2U has positively transformed the lives of more than 225,000 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 the acquisition of Trilogy and future results of the 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 our 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;
    --  its ability to successfully integrate the operations of its
        acquisitions, including Trilogy, 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;
    --  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 COVID-19 outbreak;
    --  our 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 our 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, 2019 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: Ed Goodwin, 2U, Inc., egoodwin@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)




                                                                                                                                                                     March 31,                             December 31,


                                                                                                                                                                           2020                     2019

                                                                                                                                                                                                    ---

                                                                                                                                                                    (unaudited)



              
                Assets



              
                Current assets



              Cash and cash equivalents                                                                                                                                          $
        138,200                           $
        170,593



              Restricted cash                                                                                                                                           19,286                     19,276



              Accounts receivable, net                                                                                                                                  75,411                     33,655



              Prepaid expenses and other assets                                                                                                                         42,103                     37,424




              Total current assets                                                                                                                                     275,000                    260,948



              
                Property and equipment, net                                                                                                                  56,015                     57,643



              
                Right-of-use assets                                                                                                                          48,675                     43,401



              
                Goodwill                                                                                                                                    404,733                    418,350



              
                Amortizable intangible assets, net                                                                                                          324,976                    333,075



              
                University payments and other assets, non-current                                                                                            72,562                     73,413



              
                Total assets                                                                                                                                        $
        1,181,961                         $
        1,186,830




              
                Liabilities and stockholders' equity



              
                Current liabilities



              Accounts payable and accrued expenses                                                                                                                               $
        89,198                            $
        65,381



              Accrued compensation and related benefits                                                                                                                 24,167                     21,885



              Deferred revenue                                                                                                                                          69,822                     48,833



              Lease liability                                                                                                                                            7,858                      7,320



              Other current liabilities                                                                                                                                 12,414                     12,535




              Total current liabilities                                                                                                                                203,459                    155,954



              
                Long-term debt                                                                                                                              244,574                    246,620



              
                Deferred tax liabilities, net                                                                                                                 3,118                      5,133



              
                Lease liability, non-current                                                                                                                 73,541                     66,974



              
                Other liabilities, non-current                                                                                                                  986                        899



              
                Total liabilities                                                                                                                           525,678                    475,580




              
                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, 63,703,067 shares issued                                                                       64                         63
      and outstanding as of March 31, 2020; 63,569,109 shares issued and outstanding as of
      December 31, 2019



              Additional paid-in capital                                                                                                                             1,218,632                  1,197,379



              Accumulated deficit                                                                                                                                    (539,494)                 (479,388)



              Accumulated other comprehensive loss                                                                                                                    (22,919)                   (6,804)



              
                Total stockholders' equity                                                                                                                  656,283                    711,250




              
                Total liabilities and stockholders' equity                                                                                                          $
        1,181,961                         $
        1,186,830


                                                                                                    
              
                2U, Inc.

                                                                              
              
       Condensed Consolidated Statements of Operations and Comprehensive Loss

                                                                                        
      
               (in thousands, except share and per share amounts)




                                                                                                                                                                                            Three Months Ended


                                                                                                                                                                              
           
              March 31,


                                                                                                                                                                          2020                                     2019

                                                                                                                                                                                                                   ---

                                                                                                                                                                             
           
              (unaudited)



     
                Revenue                                                                                                                                                       $
          175,479                            $
       122,234



     
                Costs and expenses



     Curriculum and teaching                                                                                                                                           20,478                                      6,701



     Servicing and support                                                                                                                                             30,533                                     20,174



     Technology and content development                                                                                                                                35,510                                     19,794



     Marketing and sales                                                                                                                                               99,215                                     76,961



     General and administrative                                                                                                                                        43,653                                     23,023




     
                Total costs and expenses                                                                                                                            229,389                                    146,653




     
                Loss from operations                                                                                                                               (53,910)                                  (24,419)



     Interest income                                                                                                                                                      513                                      2,349



     Interest expense                                                                                                                                                 (5,493)                                      (55)



     Other expense, net                                                                                                                                               (2,271)                                     (370)




     
                Loss before income taxes                                                                                                                           (61,161)                                  (22,495)



     
                Income tax benefit                                                                                                                                    1,055                                        941




     
                Net loss                                                                                                                                                     $
          (60,106)                          $
       (21,554)




     
                Net loss per share, basic and diluted                                                                                                                          $
          (0.94)                            $
       (0.37)




     
                Weighted-average shares of common stock outstanding, basic and diluted                                                                           63,626,333                                 58,138,692




     
                Other comprehensive loss



     Foreign currency translation adjustments, net of tax of $0 for all periods presented                                                                            (16,115)                                     (372)




     
                Comprehensive loss                                                                                                                                           $
          (76,221)                          $
       (21,926)


                                                                                       
            
                2U, Inc.

                                                                              
        
         Condensed Consolidated Statements of Cash Flows

                                                                                     
           
                (in thousands)




                                                                                                                                                            Three Months Ended


                                                                                                                                                
          
             March 31,


                                                                                                                                             2020                                 2019

                                                                                                                                                                                  ---

                                                                                                                                               
          
             (unaudited)



     
                Cash flows from operating activities



     
                Net loss                                                                                                                       $
         (60,106)                        $
       (21,554)



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



     Depreciation and amortization expense                                                                                                23,485                                  9,698



     Stock-based compensation expense                                                                                                     20,870                                  9,584



     Non-cash lease expense                                                                                                                3,620                                  2,634



     Provision for credit losses                                                                                                             629



     Changes in operating assets and liabilities:



     Accounts receivable, net                                                                                                           (42,744)                              (37,522)



     Payments to university clients                                                                                                        2,739                               (10,595)



     Prepaid expenses and other assets                                                                                                   (5,273)                              (10,489)



     Accounts payable and accrued expenses                                                                                                23,390                                 17,536



     Accrued compensation and related benefits                                                                                             3,033                                (6,768)



     Deferred revenue                                                                                                                     21,650                                 16,215



     Other liabilities, net                                                                                                              (3,920)                               (1,640)



     Other                                                                                                                                 2,764                                    373




     
                Net cash used in operating activities                                                                                  (9,863)                              (32,528)



     
                Cash flows from investing activities



     Purchase of a business, net of cash acquired                                                                                          (958)



     Additions of amortizable intangible assets                                                                                         (15,808)                              (13,570)



     Purchases of property and equipment                                                                                                 (2,436)                               (3,164)



     Purchase of investments                                                                                                                   -                               (2,500)



     Proceeds from maturities of investments                                                                                                   -                                25,000



     Advances repaid by university clients                                                                                                   100                                    200



     
                Net cash (used in) provided by investing activities                                                                   (19,102)                                 5,966



     
                Cash flows from financing activities



     Payments on debt                                                                                                                      (358)



     Payment of debt issuance costs                                                                                                      (2,500)



     Proceeds from exercise of stock options                                                                                                 384                                  1,928



     Payments for acquisition of amortizable intangible assets                                                                                 -                               (1,283)




     
                Net cash (used in) provided by financing activities                                                                    (2,474)                                   645



     
                Effect of exchange rate changes on cash                                                                                  (944)                                 (249)




     
                Net decrease in cash, cash equivalents and restricted cash                                                            (32,383)                              (26,166)



     
                Cash, cash equivalents and restricted cash, beginning of period                                                        189,869                                449,772



     
                Cash, cash equivalents and restricted cash, end of period                                                                       $
         157,486                          $
       423,606


                                                                                                          
              
                2U, Inc.

                                                                                            
              
                Reconciliation of Non-GAAP Measures

                                                                                                        
              
                (unaudited)





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




                                                                                                                                                                                Three Months Ended


                                                                                                                                                                  
          
               March 31,


                                                                                                                                                              2020                                      2019



                                                                                                                                                                           (in thousands, except share and per


                                                                                                                                                                                   share amounts)



     Net loss                                                                                                                                                      $
          (60,106)                           $
       (21,554)



     Adjustments:



     Foreign currency loss                                                                                                                                  2,271                                         370



     Amortization of acquired intangible assets                                                                                                            10,783                                       1,426



     Income tax benefit on amortization of acquired intangible assets                                                                                       (379)                                      (391)



     Transaction and integration costs                                                                                                                        724                                       1,931



     Restructuring-related costs                                                                                                                              288



     Stockholder activism costs                                                                                                                             4,239



     Stock-based compensation expense                                                                                                                      20,870                                       9,584




     Total adjustments                                                                                                                                     38,796                                      12,920




     Adjusted net loss                                                                                                                                             $
          (21,310)                            $
       (8,634)




     Net loss per share, basic and diluted                                                                                                                           $
          (0.94)                             $
       (0.37)




     Adjusted net loss per share, basic and diluted                                                                                                                  $
          (0.33)                             $
       (0.15)




     Weighted-average shares of common stock outstanding, basic and diluted                                                                            63,626,333                                  58,138,692


                                                                                                                                                                        
              
                2U, Inc.

                                                                                                                                                           
              
                Reconciliation of Non-GAAP Measures

                                                                                                                                                                       
              
                (unaudited)





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




                                                                                                                                                                                        
              
                Twelve Months Ended


                                                                                                                                                  March 31,                                                  December 31,                       September 30,      June 30,

                                                                                                                                                       2020                                         2019                                   2019               2019



                                                                                                                                                                                          
              
                (in thousands)



            Net cash used in operating activities                                                                                                            $
              (29,309)                                                  $
     (51,974)                            $
     (62,738)    $
     (30,867)



            Additions to amortizable intangible assets                                                                                            (67,161)                                      (64,923)                                         (64,427)                     (57,581)



            Purchases of property and equipment                                                                                                   (12,693)                                      (13,421)                                         (15,279)                     (15,011)



            Payments on acquisition of amortizable intangible                                                                                        (897)                                       (2,180)                                         (1,283)                      (6,183)
      assets



            Payments to university clients                                                                                                          14,925                                         26,100                                           26,450                        24,710



            Non-ordinary cash payments*                                                                                                             19,544                                         13,989                                           11,008                         4,022




            Free cash flow                                                                                                                        (75,591)                                      (92,409)                                        (106,269)                      (80,910)



            Cash interest payments on debt                                                                                                          17,064                                         12,147                                            7,128                         1,877




            Unlevered free cash flow                                                                                                                         $
              (58,527)                                                  $
     (80,262)                            $
     (99,141)    $
     (79,033)


              _____________


               *               Non-ordinary cash payments include
                                transaction, integration,
                                restructuring-related and
                                stockholder activism costs, and
                                therefore reflect the timing of the
                                cash payments rather than the timing
                                of the expense recognized in the
                                Condensed Consolidated Statements of
                                Operations and Comprehensive Loss.


                                                                    
              
                2U, Inc.

                                                       
              
                Reconciliation of Non-GAAP Measures

                                                                   
              
                (unaudited)





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




                                                                                                                           Three Months Ended


                                                                                                       
              
                March 31,


                                                                                                     2020                                2019



                                                                                                     
              
                (in thousands)



     Net loss                                                                                              $
              (60,106)                      $
      (21,554)



     Adjustments:



     Interest expense (income), net                                                                4,980                                     (2,294)



     Foreign currency loss                                                                         2,271                                         370



     Income tax benefit                                                                          (1,055)                                      (941)



     Depreciation and amortization expense                                                        23,485                                       9,698



     Transaction and integration costs                                                               724                                       1,931



     Restructuring-related costs                                                                     288



     Stockholder activism costs                                                                    4,239



     Stock-based compensation expense                                                             20,870                                       9,584




     Total adjustments                                                                            55,802                                      18,348




     Adjusted EBITDA (loss)                                                                                 $
              (4,304)                       $
      (3,206)



              
                Full Course Equivalent Enrollments





              
                
                  Graduate Program Segment





              The following table sets forth the full course equivalent enrollments and average revenue per full course equivalent enrollment in the company's Graduate Program Segment for the last eight quarters.




                                                                                                                Q1 '20                                               Q4 '19                                       Q3 '19    Q2 '19           Q1 '19 Q4 '18           Q3 '18        Q2 '18




              Graduate Program Segment full                                                                    45,734                                 41,704                                                 40,910                  39,180         39,512                 34,695                 32,665     30,548
      course equivalent enrollments



              Graduate Program Segment                                                                                  $
              2,590                                               $
              2,595                         $
     2,527                 $
     2,588                      $
     2,637        $
     2,792   $
     2,747 $
     2,658
      average revenue per full course
      equivalent enrollment







              
                
                  Alternative Credential Segment





              The following table sets forth the full course equivalent enrollments and average revenue per full course equivalent enrollment in the company's Alternative Credential Segment for the last eight quarters.




                                                                                                                Q1 '20                                               Q4 '19                                       Q3 '19    Q2 '19           Q1 '19 Q4 '18           Q3 '18        Q2 '18




              Alternative Credential Segment                                                                   15,141                                 14,639                                                 14,729                  12,662          9,128                  9,041                  8,937      8,222
      full course equivalent
      enrollments



              Alternative Credential Segment                                                                            $
              3,766                                               $
              3,883                         $
     3,825                 $
     2,955                      $
     1,979        $
     2,015   $
     1,930 $
     1,972
      average revenue per full course
      equivalent enrollment*


              _____________


               *               The Trilogy acquisition,
                                completed on May 22, 2019, is
                                fully incorporated in the
                                company's results from that
                                date forward. Average revenue
                                per full course equivalent
                                enrollment for the company's
                                Alternative Credential Segment
                                includes $3.3 million, $6.0
                                million and $1.9 million of
                                purchase accounting adjustments
                                for the second, third and
                                fourth quarters of 2019,
                                respectively.

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SOURCE 2U, Inc.