2U, Inc. Reports Results for Full-Year and Fourth Quarter 2020

LANHAM, Md., Feb. 11, 2021 /PRNewswire/ -- 2U, Inc. (Nasdaq: TWOU), a global leader in education technology, today reported financial and operating results for the full-year and fourth quarter ended December 31, 2020.

Results for Full-Year 2020 Compared to Full-Year 2019

    --  Revenue increased 35% to $774.5 million
    --  Degree Program Segment revenue increased 17% to $486.7 million
    --  Alternative Credential Segment revenue increased 83% to $287.8 million
    --  Net loss improved $18.7 million to $216.5 million, or $3.22 per share
    --  Total cash balance increased to $518.9 million

Non-GAAP Results for Full-Year 2020 Compared to Full-Year 2019

    --  Adjusted EBITDA improved by $40.0 million to $16.1 million
    --  Adjusted net loss improved by $8.1 million to $63.7 million, or $0.97
        per share

Results for Fourth Quarter 2020 Compared to Fourth Quarter 2019

    --  Revenue increased 32% to $215.3 million
    --  Degree Program Segment revenue increased 21% to $130.5 million
    --  Alternative Credential Segment revenue increased 54% to $84.8 million
    --  Net loss improved $6.9 million to $37.7 million, or $0.52 per share

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

    --  Adjusted EBITDA improved by $13.8 million to $18.8 million
    --  Adjusted net loss improved by $7.1 million to $4.0 million, or $0.06 per
        share

"In the face of the unprecedented challenges 2020 presented for our society and the economy globally, 2U delivered excellent results that I believe are a testament to the underlying strength of our business and the value our shared success model continues to deliver for our partners and students," Co-Founder and Chief Executive Officer, Christopher "Chip" Paucek said. "2U's unmatched scale and the quality, diversity, and breadth of our growing portfolio of degree and non-degree offerings from great nonprofit universities around the world has solidified our position as the digital transformation partner of choice in edtech, and we believe sets us on a clear path forward for strong, profitable growth in 2021 and beyond."

"We executed on our commitment to balance strong revenue growth with margin improvements while driving towards free cash flow and greatly increasing our liquidity and financial flexibility throughout the year," said Chief Financial Officer, Paul Lalljie. "We believe we are well positioned to continue to grow profitably, invest for the future, and drive sustainable value for our shareholders. Our guidance for 2021 reflects confidence in our ability to maintain strong growth while making significant improvements in profitability."

Discussion of 2020 Results

Revenue for the year totaled $774.5 million, a 35% increase from $574.7 million in 2019. This increase was driven by a 17% increase in Degree Program Segment revenue to $486.7 million and an 83% increase in Alternative Credential Segment revenue to $287.8 million. The increase in revenue from the Alternative Credential Segment included incremental revenue of $95.6 million from Trilogy, which was acquired in May 2019.

Revenue for the fourth quarter totaled $215.3 million, a 32% increase from $163.2 million in the fourth quarter of 2019. Degree Program Segment revenue grew 21% to $130.5 million, primarily driven by a 40% increase in full course equivalent ("FCE") enrollments. Alternative Credential Segment revenue grew 54% to $84.8 million, driven by a 52% increase in FCE enrollments.

Costs and expenses for the year totaled $953.5 million, a 16% increase from 2019. The increase in costs was primarily driven by increased expense from the addition of Trilogy, higher personnel and personnel-related expenses, curriculum and teaching costs, and depreciation and amortization expense. These increases were partially offset by savings related to efficiency initiatives and COVID-19 related savings, particularly from travel and related expense.

Costs and expenses for the fourth quarter totaled $245.3 million, a 20% increase from $204.5 million in the fourth quarter of 2019. The increase in costs was primarily driven by higher personnel and personnel-related expenses, curriculum and teaching costs, and depreciation and amortization expense. These increases were partially offset by savings related to efficiency initiatives and COVID-19 related savings, particularly from travel and related expense.

As of December 31, 2020, the company's cash, cash equivalents and restricted cash totaled $518.9 million, an increase of $329.0 million from $189.9 million as of December 31, 2019.

Business Outlook for Fiscal Year 2021

The company provided guidance for the full-year 2021 for the following metrics:

    --  Revenue to range from $910.0 million to $945.0 million, or growth of 17%
        to 22%
    --  Net loss to range from $185.0 million to $165.0 million
    --  Adjusted EBITDA to range from $45.0 million to $65.0 million

Segment Name Change

As of the date of this earnings release, the company has changed the name of its Graduate Program Segment to Degree Program Segment because this segment now includes undergraduate degree programs.

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), foreign currency gains or losses, 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 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, 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.

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, Inc.'s fourth quarter and full-
                          year 2020 financial results conference
                          call



     When:            
     Thursday, February 11, 2021



     Time:            
     4:30 p.m. ET



     Live Call:       
     (833) 900-2243



     Conference ID #:                                   5949476



     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 500 digital and in-person educational offerings, including undergraduate and 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 300,000 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 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 and the credit agreement
        governing its revolving credit 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, 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: Ken Goff, 2U, Inc., investorinfo@2U.com
Media Contact: Glenda Felden, 2U, Inc., media@2U.com


                                                                                                          
              
                2U, Inc.


                                                                                                        
      
                Consolidated Balance Sheets


                                                                                                      
     
        (in thousands, except share and per share amounts)




                                                                                                                                                                December 31,                           December 31,
                                                                                                                                                                        2020                    2019

                                                                                                                                                                                                ---

                                                                                                                                                                (unaudited)



             
                Assets



             
                Current assets



             Cash and cash equivalents                                                                                                                                        $
       500,629                           $
        170,593



             Restricted cash                                                                                                                                         18,237                    19,276



             Accounts receivable, net                                                                                                                                46,663                    33,655



             Prepaid expenses and other assets                                                                                                                       39,353                    37,424




             Total current assets                                                                                                                                   604,882                   260,948



             
                Property and equipment, net                                                                                                                52,734                    57,643



             
                Right-of-use assets                                                                                                                        60,785                    43,401



             
                Goodwill                                                                                                                                  415,830                   418,350



             
                Amortizable intangible assets, net                                                                                                        312,770                   333,075



             
                Other assets, non-current                                                                                                                  97,263                    73,413




             
                Total assets                                                                                                                                      $
       1,544,264                         $
        1,186,830




             
                Liabilities and stockholders' equity



             
                Current liabilities



             Accounts payable and accrued expenses                                                                                                                            $
       130,674                            $
        87,266



             Deferred revenue                                                                                                                                        75,493                    48,833



             Lease liability                                                                                                                                         10,024                     7,320



             Other current liabilities                                                                                                                               21,178                    12,535




             Total current liabilities                                                                                                                              237,369                   155,954



             
                Long-term debt                                                                                                                            273,173                   246,620



             
                Deferred tax liabilities, net                                                                                                               2,810                     5,133



             
                Lease liability, non-current                                                                                                               83,228                    66,974



             
                Other liabilities, non-current                                                                                                              6,694                       899




             
                Total liabilities                                                                                                                         603,274                   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, 72,451,521 shares issued                                                                     72                        63
      and outstanding as of December 31, 2020; 63,569,109 shares issued and outstanding as of
      December 31, 2019



             Additional paid-in capital                                                                                                                           1,646,574                 1,197,379



             Accumulated deficit                                                                                                                                  (695,872)                (479,388)



             Accumulated other comprehensive loss                                                                                                                   (9,784)                  (6,804)




             
                Total stockholders' equity                                                                                                                940,990                   711,250




             
                Total liabilities and stockholders' equity                                                                                                        $
       1,544,264                         $
        1,186,830


                                                                                                     
              
                2U, Inc.


                                                                                
           
              Consolidated Statements of Operations and Comprehensive Loss


                                                                                  
              
              (in thousands, except share and per share amounts)




                                                                                                          Three Months Ended December 31,                                       Year Ended December 31,

                                                                                                                                                                           ---

                                                                                          2020                              2019                       2020                                     2019

                                                                                                                                                                                              ---

                                                                                             
            
                (unaudited)                                     (unaudited)



             
                Revenue                                                              $
              215,294                                               $
              163,178                       $
         774,533       $
          574,671



             
                Costs and expenses



             Curriculum and teaching                                                   31,081                                         21,925                                               107,968                  63,270



             Servicing and support                                                     32,488                                         27,372                                               125,851                  98,890



             Technology and content development                                        42,909                                         35,504                                               155,949                 115,473



             Marketing and sales                                                       92,550                                         82,164                                               390,174                 342,395



             General and administrative                                                46,319                                         37,549                                               173,526                 131,020



             Impairment charge                                                              -                                                                                                                    70,379




             
                Total costs and expenses                                    245,347                                        204,514                                               953,468                 821,427




             
                Loss from operations                                       (30,053)                                      (41,336)                                            (178,935)              (246,756)



             Interest income                                                             (26)                                           713                                                 1,354                   5,800



             Interest expense                                                         (7,742)                                       (5,289)                                             (27,317)               (13,419)



             Loss on debt extinguishment                                                    -                                                                                           (11,671)



             Other income (expense), net                                                  230                                            386                                               (1,429)                  (707)




             
                Loss before income taxes                                   (37,591)                                      (45,526)                                            (217,998)              (255,082)



             
                Income tax (expense) benefit                                   (66)                                           942                                                 1,514                  19,860




             
                Net loss                                                            $
              (37,657)                                             $
              (44,584)                    $
         (216,484)    $
          (235,222)




             
                Net loss per share, basic and diluted                                 $
              (0.52)                                               $
              (0.70)                       $
         (3.22)       $
          (3.83)




             
                Weighted-average shares of common stock outstanding,     72,228,308                                     63,481,130                                            67,142,976              61,393,666
      basic and diluted




             
                Other comprehensive income (loss)



             Foreign currency translation adjustments, net of tax of $0                10,064                                          5,695                                               (2,980)                  1,710
      for all periods presented




             
                Comprehensive loss                                                  $
              (27,593)                                             $
              (38,889)                    $
         (219,464)    $
          (233,512)


                                                                                                      
        
                2U, Inc.


                                                                                                  
     
         Consolidated Statements of Cash Flows


                                                                                                    
       
                (in thousands)




                                                                                                                                                        
            
           Year Ended December 31,



                                                                                                                                                       2020                                    2019              2018

                                                                                                                                                                                                                ---

                                                                                                                                                (unaudited)



            
                Cash flows from operating activities



            
                Net loss                                                                                                                          $
         (216,484)                          $
        (235,222)             $
        (38,330)



            Adjustments to reconcile net loss to net cash provided by (used in) operating
      activities:



            Non-cash interest expense                                                                                                               16,267                                     1,153                         108



            Depreciation and amortization expense                                                                                                   96,469                                    69,843                      32,785



            Stock-based compensation expense                                                                                                        82,042                                    51,504                      31,410



            Non-cash lease expense                                                                                                                  15,153                                    11,725



            Provision for credit losses                                                                                                              4,642                                     1,425



            Impairment charge                                                                                                                            -                                   70,379



            Loss on debt extinguishment                                                                                                             11,671



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



            Accounts receivable, net                                                                                                              (17,877)                                   11,949                    (18,497)



            Payments to university clients                                                                                                           1,889                                  (21,675)                   (11,322)



            Prepaid expenses and other assets                                                                                                     (28,267)                                  (6,845)                    (4,932)



            Accounts payable and accrued expenses                                                                                                   11,322                                    17,081                       4,724



            Accrued compensation and related benefits                                                                                               30,637                                   (5,539)                      4,046



            Deferred revenue                                                                                                                        26,061                                    10,014                       1,527



            Other liabilities, net                                                                                                                 (5,364)                                 (29,748)                    (6,351)



            Other                                                                                                                                    1,443                                     1,982                       1,712




            
                Net cash provided by (used in) operating activities                                                                        29,604                                  (51,974)                    (3,120)



            
                Cash flows from investing activities



            Purchase of a business, net of cash acquired                                                                                             (949)                                (388,004)



            Additions of amortizable intangible assets                                                                                            (62,784)                                 (64,923)                   (65,190)



            Purchases of property and equipment                                                                                                    (6,517)                                 (13,421)                   (11,996)



            Purchase of investments                                                                                                                      -                                 (10,000)                   (25,000)



            Proceeds from maturities of investments                                                                                                      -                                   25,000



            Advances made to university clients                                                                                                          -                                    (400)                      (300)



            Advances repaid by university clients                                                                                                      925                                       350                          25




            
                Net cash used in investing activities                                                                                    (69,325)                                (451,398)                   (102,461)



            
                Cash flows from financing activities



            Proceeds from issuance of common stock, net of offering costs                                                                          299,796                                                              330,901



            Proceeds from debt                                                                                                                     371,681                                   244,724



            Payments on debt                                                                                                                     (250,837)



            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                                                                                                         (3,419)                                  (1,953)



            Tax withholding payments associated with settlement of restricted stock units                                                          (4,784)                                  (2,574)                    (3,451)



            Proceeds from exercise of stock options                                                                                                  4,177                                     3,119                       7,366



            Proceeds from employee stock purchase plan share purchases                                                                               3,960                                     3,382                       3,121



            Payments for acquisition of amortizable intangible assets                                                                                    -                                  (2,180)                    (4,900)




            
                Net cash provided by financing activities                                                                                 367,506                                   244,518                     333,037



            
                Effect of exchange rate changes on cash                                                                                     1,212                                   (1,049)                    (1,054)




            
                Net increase (decrease) in cash, cash equivalents and restricted cash                                                     328,997                                 (259,903)                     226,402



            
                Cash, cash equivalents and restricted cash, beginning of period                                                           189,869                                   449,772                     223,370




            
                Cash, cash equivalents and restricted cash, end of period                                                                           $
         518,866                             $
        189,869               $
        449,772


                                                                                                                
              
                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                               
              
                Year Ended
                                                                                                                
                December 31,                                           
                December 31,

                                                                                                                                                                                               ---

                                                                                                        2020                                2019                       2020                                          2019

                                                                                                                                                                                                                   ---

                                                                                                                  
              
                (in thousands, except share and per share amounts)



             Net loss                                                                                         $
              (37,657)                                         $
              (44,584)                          $
          (216,484)    $
         (235,222)



             Stock-based compensation expense                                                        18,080                                           15,418                                            82,042                         51,504



             Foreign currency (gain) loss                                                             (230)                                           (386)                                            1,429                            707



             Amortization of acquired intangible assets                                              10,385                                           10,834                                            42,442                         28,697



             Income tax benefit on amortization of acquired intangible                                (271)                                           (403)                                          (1,328)                       (1,568)
      assets



             Acquisition-related income tax expense (benefit)                                             -                                             298                                                                        (17,460)



             Loss on debt extinguishment                                                                  -                                                                                           11,671



             Impairment charge                                                                            -                                                                                                                         70,379



             Other*                                                                                   5,662                                            7,672                                            16,497                         31,084




               Adjusted net loss                                                                    (4,031)                                        (11,151)                                         (63,731)                      (71,879)




             Net interest expense                                                                     7,768                                            4,576                                            25,963                          7,619



             Income tax expense (benefit)                                                               337                                            (837)                                            (186)                         (832)



             Depreciation and amortization expense                                                   14,678                                           12,370                                            54,027                         41,146




               Adjusted EBITDA (loss)                                                                           $
              18,752                                             $
              4,958                              $
          16,073      $
         (23,946)






             Net loss per share, basic and diluted                                                              $
              (0.52)                                           $
              (0.70)                             $
          (3.22)       $
         (3.83)




             Adjusted net loss per share, basic and diluted                                                     $
              (0.06)                                           $
              (0.18)                             $
          (0.97)       $
         (1.17)




             Weighted-average shares of common stock outstanding,                                72,228,308                                       63,481,130                                        67,142,976                     61,393,666
      basic and diluted



               *                Includes (i)
                                          transaction
                                          and
                                          integration
                                          costs of
                                          $0.8 million
                                          and $1.1
                                          million in
                                          the three
                                          months ended
                                          December 31,
                                          2020 and
                                          2019,
                                          respectively
                                          and $2.3
                                          million and
                                          $8.0 million
                                          for the
                                          years ended
                                          December 31,
                                          2020 and
                                          2019,
                                          respectively,
                                          (ii)
                                          restructuring-
                                          related
                                          costs of
                                          $3.7 million
                                          and $3.7
                                          million in
                                          the three
                                          months ended
                                          December 31,
                                          2020 and
                                          2019,
                                          respectively
                                          and $6.8
                                          million and
                                          $10.8
                                          million for
                                          the years
                                          ended
                                          December 31,
                                          2020 and
                                          2019,
                                          respectively,
                                          (iii)
                                          stockholder
                                          activism and
                                          litigation-
                                          related
                                          costs of
                                          $1.2 million
                                          and $1.0
                                          million in
                                          the three
                                          months ended
                                          December 31,
                                          2020 and
                                          2019,
                                          respectively
                                          and $7.4
                                          million and
                                          $1.0 million
                                          for the
                                          years ended
                                          December 31,
                                          2020 and
                                          2019,
                                          respectively,
                                          and (iv)
                                          deferred
                                          revenue fair
                                          value
                                          adjustments
                                          of $1.9
                                          million and
                                          $11.2
                                          million in
                                          the three
                                          months and
                                          year ended
                                          December 31,
                                          2019,
                                          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 (used in) operating activities for each of the twelve-month periods indicated:




                                                                                                                                                                                                     
              
                Twelve Months Ended


                                                                                                                                                    December 31,                                          September 30,                          June 30,                 March 31,
                                                                                                                                                            2020                                                    2020                               2020                       2020

                                                                                                                                                                                                                                                                                ---

                                                                                                                                                                                                       
              
                (in thousands)



     Net cash provided by (used in) operating activities                                                                                                           $
              29,604                                                                        $
       26,829                $
       (10,669)    $
       (29,309)



     Additions to amortizable intangible assets                                                                                                        (62,784)                                                           (60,723)                                        (64,990)         (67,161)



     Purchases of property and equipment                                                                                                                (6,517)                                                            (7,627)                                         (9,536)         (12,693)



     Payments on acquisition of amortizable intangible assets                                                                                                 -                                                              (897)                                           (897)            (897)



     Payments to university clients                                                                                                                       5,800                                                               4,100                                            7,500            14,925



     Non-ordinary cash payments*                                                                                                                         19,379                                                              17,153                                           17,874            19,544




     Free cash flow                                                                                                                                    (14,518)                                                           (21,165)                                        (60,718)         (75,591)



     Cash interest payments on debt                                                                                                                      10,785                                                              11,270                                           16,475            17,064




     Unlevered free cash flow                                                                                                                                     $
              (3,733)                                                                      $
       (9,895)               $
       (44,243)    $
       (58,527)



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


                                                                                       
              
                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                                                                                                                                    $
        (175.0)



              Stock-based compensation expense                                                                                                      107.0



              Foreign currency (gain) loss                                                                                                              -



              Amortization of acquired intangible assets                                                                                             40.0



              Income tax benefit on amortization of acquired intangible assets                                                                          -



              Other                                                                                                                                     -




                Adjusted net loss                                                                                                                  (28.0)




              Net interest expense                                                                                                                   30.0



              Income tax benefit                                                                                                                    (4.5)



              Depreciation and amortization expense                                                                                                  57.5




                Adjusted EBITDA                                                                                                                              $
        55.0


                                                                                                                                                                                                              
      
                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.




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

                                                                                                                                                                                                                                                                                    ---


             Degree Program Segment FCE                                                                    58,425                                                         47,842                   46,142                                     45,734            41,704                 40,910          39,180     39,512
      enrollments



             Degree Program Segment average                                                                         $
              2,234                                                   $
     2,551                                  $
              2,507                    $
     2,590               $
     2,595        $
     2,527   $
     2,588 $
     2,637
      revenue per FCE enrollment




             
                
                  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.




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

                                                                                                                                                                                                                                                                  ---


             Alternative Credential Segment FCE                                                                      22,190                                                       23,067                   20,435           15,141            14,639                 14,729          12,662      9,128
      enrollments



             Alternative Credential Segment average                                                                           $
              3,821                                                 $
     3,426                 $
     3,279                    $
     3,766               $
     3,883        $
     3,825   $
     2,955 $
     1,979
      revenue per FCE enrollment*



               *                The Trilogy
                                          acquisition
                                          was
                                          completed
                                          on May 22,
                                          2019.
                                          Average
                                          revenue per
                                          FCE
                                          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.