2U Reports Results for First Quarter 2024

LANHAM, Md., May 2, 2024 /PRNewswire/ -- 2U, Inc. (Nasdaq: TWOU), a leading online education platform company, today reported financial and operating results for the quarter ended March 31, 2024.

"With our leading position in the education industry, 2U has a significant opportunity to respond to and support the current technology moment, where advances in generative AI are driving strong demand for workforce development," said Paul Lalljie, Chief Executive Officer of 2U. "In order to make the most of this opportunity, we are focused on ensuring that we have the right operating model, an effective and efficient organization and cost structure, the right products, and a balance sheet that provides a sound financial foundation for the future. We continued to make progress on all of these fronts in the quarter while launching 42 new degree programs and building on our momentum in executive education."

"While we are pleased that first quarter results were better than our expectations, significant work remains to execute our turnaround," added Matthew Norden, Chief Financial Officer of 2U. "We continue to deliver strong growth in our executive education offerings and are pursuing additional operating efficiencies across the business by reducing personnel expense, rationalizing our real estate footprint and lowering delivery costs. We believe our increased cash position of $137 million, together with the kick-off of our performance improvement initiatives, put us in a strong position to fix our balance sheet."

Results for First Quarter 2024 compared to First Quarter 2023

    --  Revenue decreased 17% to $198.4 million
    --  Degree Program Segment revenue decreased 21% to $111.5 million
    --  Alternative Credential Segment revenue decreased 11% to $86.8 million
    --  Net loss was $54.6 million, or $0.65 per share

Non-GAAP Results for First Quarter 2024 compared to First Quarter 2023

    --  Adjusted EBITDA decreased 43% to $17.3 million; a margin of 9%
    --  Adjusted net loss was $18.1 million, or $0.22 per share

Discussion of 2024 Results

Revenue for the quarter totaled $198.4 million, a 17% decrease from $238.5 million in the first quarter of 2023. Revenue from the Degree Program Segment decreased $28.9 million, or 21%. This decrease was primarily due to certain programs operating in 2023 that are no longer operating in 2024 due to portfolio management activities. Revenue from the Alternative Credential Segment decreased $11.2 million, or 11%. This decrease was primarily due to a $21.9 million decrease in revenue from the company's boot camp offerings driven by a 30% decrease in FCE enrollments, particularly in coding boot camps. This decrease was partially offset by an $11.0 million increase in revenue from the company's executive education offerings driven by a 32% increase in FCE enrollments.

Costs and expenses for the quarter totaled $225.7 million, a 13% decrease from $258.7 million in the first quarter of 2023. This decrease was primarily driven by a $29.5 million decrease in personnel and personnel-related expense, a $5.6 million decrease in paid marketing costs, and a $5.3 million decrease in depreciation and amortization expense. These decreases were partially offset by a $7.0 million increase in costs to implement the company's comprehensive performance improvement initiative.

As of March 31, 2024, the company's cash, cash equivalents, and restricted cash totaled $137.4 million, an increase of $64.0 million from $73.4 million as of December 31, 2023. This increase includes net proceeds of $74.0 million from the previously announced receivables transaction. As of March 31, 2024, the company's total debt was $906.4 million, including borrowings of $40.0 million under the company's revolving credit facility.

Forward-Looking Guidance

The company reaffirmed its full-year 2024 revenue and adjusted EBITDA guidance provided on February 12, 2024 and updated its guidance for net loss as follows:

Full-year 2024

    --  Revenue to range from $805 million to $815 million
    --  Net loss to range from $103 million to $98 million

    --  Adjusted EBITDA to range from $120 million to $125 millionThe company is
        providing its second quarter guidance as follows:

Second quarter 2024

    --  Revenue to range from $191 million to $194 million
    --  Net loss to range from $37.5 million to $32.5 million
    --  Adjusted EBITDA to range from $16 million to $18 million

The company is implementing and continuing to refine its comprehensive performance improvement initiative, the potential results of which are not fully reflected in the guidance above. In addition, guidance assumes the following: (i) no new portfolio management activities in 2024 and (ii) revenue from 2023 portfolio management activities of $15 million in full-year 2024.

For full-year 2024, we anticipate approximately $45 million in capital expenditures and weighted average shares outstanding of 85 million.

Non-GAAP Measures

To provide investors and others with additional information regarding 2U's results, the company has disclosed the following non-GAAP financial measures: adjusted EBITDA (loss), adjusted EBITDA margin, adjusted free cash flow, adjusted unlevered free cash flow, adjusted net income (loss), and adjusted net income (loss) per share. The company has provided a reconciliation of each non-GAAP financial measure used in this earnings release to the most directly comparable GAAP financial measure. The company defines adjusted EBITDA (loss) as net income or net loss, as applicable, before net interest income (expense), other income (expense), net, taxes, depreciation and amortization expense, transaction costs, integration costs, performance improvement initiative implementation expense, restructuring-related costs, stockholder activism costs, certain litigation-related costs, consisting of fees for certain non-ordinary course litigation and other proceedings, impairment charges, debt modification expense and loss on debt extinguishment, and stock-based compensation expense. The company defines adjusted EBITDA margin as adjusted EBITDA divided by revenue. The company defines adjusted free cash flow as net cash provided by (used in) operating activities, less capital expenditures, payments to university clients, and certain non-ordinary cash payments. The company defines adjusted unlevered free cash flow as adjusted free cash flow less cash interest payments on debt. The company defines adjusted net income (loss) as net income or net loss, as applicable, before other income (expense), net, acquisition-related gains or losses, deferred revenue fair value adjustments, transaction costs, integration costs, restructuring-related costs, stockholder activism costs, certain litigation-related costs, consisting of fees for certain non-ordinary course litigation and other proceedings, impairment charges, debt modification expense and loss 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 above may not be applicable in any given reporting period and 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), adjusted free cash flow, adjusted unlevered free cash flow, adjusted net income (loss), and adjusted net income (loss) per share measures has certain limitations, as they do not reflect all items of income and expense that affect the company's operations. The company compensates for these limitations by reconciling the non-GAAP financial measures to the most directly comparable GAAP financial measures. These non-GAAP financial measures should be considered in addition to, not as a substitute for or in isolation from, measures prepared in accordance with GAAP. Further, these non-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore comparability may be limited. Management encourages investors and others to review the company's financial information in its entirety and not rely on a single financial measure.

Conference Call Information



     What:              2U's first quarter 2024 financial results
                          conference call



     When:            
     Thursday, May 2, 2024



     Time:            
     4:30 p.m. ET



     Live Call:       
     (888) 330-2446



     Conference ID #:                                     1153388



     Webcast:         
     investor.2U.com

About 2U, Inc. (Nasdaq: TWOU)

2U is a global leader in online education. Guided by its founding mission to eliminate the back row in higher education, 2U has spent 15 years advancing the technology and innovation to deliver world-class learning outcomes at scale. Through its global online learning platform edX, 2U connects more than 86 million people with thousands of affordable, career-relevant learning opportunities in partnership with 260 of the world's leading universities, institutions, and industry experts. From free courses to full degrees, 2U is creating a better future for all through the power of high-quality online education. Learn more at 2U.com.

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 company's ability to maintain minimum recurring revenues or other
        financial ratios during required periods through the maturity date of
        its amended term loan facilities;
    --  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, artificial
        intelligence 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
        offerings;
    --  the company's ability to acquire new clients and expand its offerings
        with existing university clients;
    --  the company's ability to successfully integrate the operations of its
        acquisitions, including the edX acquisition, to achieve the expected
        benefits of its acquisitions and manage, expand and grow the combined
        company;
    --  the company's ability to refinance its indebtedness on attractive terms,
        if at all, to better align with its focus on profitability and address
        impending maturities and the impact any refinancing may have on the
        price of the company's common stock;
    --  the company's ability to regain compliance with the continued listing
        standards for listing of our common stock on the Nasdaq Global Select
        Market;
    --  the company's ability to service its substantial indebtedness and comply
        with the covenants and conversion obligations contained in the
        indentures governing its 2.25% convertible senior notes due 2025 and
        4.50% convertible senior notes due 2030 and the credit agreement
        governing its revolving credit facility;
    --  the company's ability to implement its platform strategy and achieve the
        expected benefits;
    --  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, including
        expansion internationally and growing its enterprise business;
    --  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 senior management and
        other key personnel;
    --  the company's expectations about the scalability of its cloud-based
        platform;
    --  potential changes in laws, regulations or guidance 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 potential negative impact of the significant decline in the market
        price of the company's common stock, including the impairment of
        goodwill and indefinite-lived intangible assets;
    --  the expected impact of our 2022 Strategic Realignment Plan, or similar
        performance improvement initiatives, and the estimated savings and
        amounts expected to be incurred in connection therewith;
    --  the impact of any natural disasters or public health emergencies, such
        as the COVID-19 pandemic;
    --  the company's expectations regarding the effect of the capped call
        transactions and 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 the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, 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: investorinfo@2U.com

Media Contact: media@2U.com


                                                                                                   
             
                2U, Inc.

                                                                                     
              
               Condensed Consolidated Balance Sheets

                                                                              
              
               (in thousands, except share and per share amounts)




                                                                                                                                                         March 31,  December 31,
                                                                                                                                                               2024          2023




                                                                                                                                                        (unaudited)



            
                Assets



            
                Current assets



            Cash and cash equivalents                                                                                                                     $124,728       $60,689



            Restricted cash                                                                                                                                 12,710        12,710



            Accounts receivable, net                                                                                                                        67,235       115,944



            Other receivables, net                                                                                                                          24,196        28,293



            Prepaid expenses and other assets                                                                                                               30,521        33,828



            Total current assets                                                                                                                           259,390       251,464



            
                Other receivables, net, non-current                                                                                                14,955        12,507



            
                Property and equipment, net                                                                                                        37,978        40,233



            
                Right-of-use assets                                                                                                                61,813        63,986



            
                Goodwill                                                                                                                          650,008       651,498



            
                Intangible assets, net                                                                                                            357,078       371,198



            
                Other assets, non-current                                                                                                          51,715        68,797



            
                Total assets                                                                                                                   $1,432,937    $1,459,683



            
                Liabilities and stockholders' equity



            
                Current liabilities



            Accounts payable and accrued expenses                                                                                                         $114,000      $103,378



            Deferred revenue                                                                                                                               102,286        81,949



            Lease liability                                                                                                                                 14,472        15,158



            Accrued restructuring liability                                                                                                                  7,409        14,506



            Other current liabilities                                                                                                                       46,598        44,348



            Total current liabilities                                                                                                                      284,765       259,339



            
                Long-term debt                                                                                                                    898,416       896,514



            
                Deferred tax liabilities, net                                                                                                         317           323



            
                Lease liability, non-current                                                                                                       79,724        83,297



            
                Other liabilities, non-current                                                                                                      1,137         1,165



            
                Total liabilities                                                                                                               1,264,359     1,240,638



            
                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, 83,644,026 shares issued                                                             84            83
      and outstanding as of March 31, 2024; 82,260,619 shares issued and outstanding as of
      December 31, 2023



            Additional paid-in capital                                                                                                                   1,747,529     1,741,657



            Accumulated deficit                                                                                                                        (1,552,228)  (1,497,579)



            Accumulated other comprehensive loss                                                                                                          (26,807)     (25,116)



            
                Total stockholders' equity                                                                                                        168,578       219,045



            
                Total liabilities and stockholders' equity                                                                                     $1,432,937    $1,459,683


                                                                        
              
                2U, Inc.

                                         
              
                Condensed Consolidated Statements of Operations and Comprehensive Loss

                                                   
              
                (in thousands, except share and per share amounts)




                                                                                                                                                   Three Months Ended

                                                                                                                                                   March 31,


                                                                                                                                              2024       2023


                                                                                                                                                   (unaudited)



     
                Revenue                                                                                                                $198,377   $238,504



     
                Costs and expenses



     Curriculum and teaching                                                                                                               31,052     32,840



     Servicing and support                                                                                                                 25,511     36,109



     Technology and content development                                                                                                    34,995     45,484



     Marketing and sales                                                                                                                   89,712    100,175



     General and administrative                                                                                                            39,702     39,250



     Restructuring charges                                                                                                                  4,727      4,875



     
                  Total costs and expenses                                                                                              225,699    258,733



     
                Loss from operations                                                                                                   (27,322)  (20,229)



     Interest income                                                                                                                          577        365



     Interest expense                                                                                                                    (19,267)  (17,957)



     Debt modification expense and loss on debt extinguishment                                                                                  -  (16,735)



     Other (expense) income, net                                                                                                          (8,404)       607



     
                Loss before income taxes                                                                                               (54,416)  (53,949)



     
                Income tax expense                                                                                                        (233)     (113)



     
                Net loss                                                                                                              $(54,649) $(54,062)



     
                Net loss per share, basic and diluted                                                                                   $(0.65)   $(0.68)



     
                Weighted-average shares of common stock outstanding, basic and diluted                                               83,448,101 79,310,434





     
                Other comprehensive income (loss)



     Foreign currency translation adjustments, net of tax of $0 for all periods presented                                                 (1,691)   (3,303)



     
                Comprehensive loss                                                                                                    $(56,340) $(57,365)


                                                                     
              
                2U, Inc.

                                                 
              
                Condensed Consolidated Statements of Cash Flows

                                                                  
              
                (in thousands)




                                                                                                                                   Three Months Ended

                                                                                                                                   March 31,


                                                                                                                              2024           2023


                                                                                                                                   (unaudited)



     
                Cash flows from operating activities



     
                Net loss                                                                                              $(54,649)     $(54,062)



     Adjustments to reconcile net loss to net cash provided by operating activities:



     Non-cash interest expense                                                                                              3,283          3,532



     Depreciation and amortization expense                                                                                 24,686         30,020



     Stock-based compensation expense                                                                                       5,324         14,563



     Non-cash lease expense                                                                                                 4,162          4,457



     Provision for credit losses                                                                                            2,873          2,497



     Loss on debt extinguishment                                                                                                -        12,123



     Loss on sale of receivables                                                                                            8,120



     Other                                                                                                                    284          (598)



     Changes in operating assets and liabilities:



     Accounts receivable, net                                                                                              39,186       (11,455)



     Other receivables, net                                                                                                 (310)           947



     Prepaid expenses and other assets                                                                                     20,025        (1,213)



     Accounts payable and accrued expenses                                                                                  2,395         11,158



     Deferred revenue                                                                                                      20,583         24,674



     Other liabilities, net                                                                                               (3,713)       (9,165)



     
                Net cash provided by operating activities                                                                72,249         27,478



     
                Cash flows from investing activities



     Additions of amortizable intangible assets                                                                           (7,134)      (10,586)



     Purchases of property and equipment                                                                                    (176)       (1,222)



     
                Net cash used in investing activities                                                                   (7,310)      (11,808)



     
                Cash flows from financing activities



     Proceeds from debt                                                                                                         -       239,223



     Payments on debt                                                                                                     (1,376)     (321,078)



     Prepayment premium on extinguishment of senior secured term loan facility                                                  -       (5,666)



     Payment of debt issuance costs                                                                                             -       (2,867)



     Tax withholding payments associated with settlement of restricted stock units                                          (112)         (361)



     Proceeds from exercise of stock options                                                                                    -           110



     Proceeds from employee stock purchase plan share purchases                                                               661          1,176



     
                Net cash used in financing activities                                                                     (827)      (89,463)



     
                Effect of exchange rate changes on cash                                                                    (73)           501



     
                Net increase (decrease) in cash, cash equivalents and restricted cash                                    64,039       (73,292)



     
                Cash, cash equivalents and restricted cash, beginning of period                                          73,399        182,578



     
                Cash, cash equivalents and restricted cash, end of period                                              $137,438       $109,286


                                                                 
              
                2U, Inc.

                                           
              
                Reconciliation of Non-GAAP Measures - Adjusted EBITDA

                                                                
              
                (unaudited)






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




                                                                                                                                             Three Months Ended

                                                                                                                                             March 31,


                                                                                                                               2024                   2023




                                                                                                                                             (in thousands, except share and
                                                                                                                                                per
                                                                                                                              share amounts)



     Revenue                                                                                                              $198,377               $238,504





     Net loss                                                                                                            $(54,649)             $(54,062)



     Stock-based compensation expense                                                                                        5,324                 14,563



     Other expense (income), net                                                                                             8,404                  (607)



     Amortization of acquired intangible assets                                                                              8,242                  9,936



     Income tax benefit on amortization of acquired intangible assets                                                         (19)                  (19)



     Debt modification expense and loss on debt extinguishment                                                                   -                16,735



     Restructuring charges                                                                                                   4,727                  4,875



     Other*                                                                                                                  9,880                    962



       Adjusted net loss                                                                                                  (18,091)               (7,617)



     Net interest expense                                                                                                   18,690                 17,592



     Income tax expense                                                                                                        252                    132



     Depreciation and amortization expense                                                                                  16,444                 20,084



       Adjusted EBITDA                                                                                                     $17,295                $30,191





     Adjusted EBITDA margin                                                                                                    9 %                  13 %



     Net loss per share, basic and diluted                                                                                 $(0.65)               $(0.68)



     Adjusted net loss per share, basic and diluted                                                                        $(0.22)               $(0.10)



     Weighted-average shares of common stock outstanding, basic and diluted                                             83,448,101             79,310,434



     * Includes (i) transaction and integration expense of $0.3 million and $0.1 million for the three months ended March 31, 2024 and 2023, respectively, (ii) litigation-related expense of $2.6 million and $0.8
        million for the three months ended March 31, 2024 and 2023, respectively and (iii) performance improvement initiative implementation expense of $7.0 million and $0 for the three months ended March 31,
        2024 and 2023, respectively.


                                                                                     
              
                2U, Inc.

                                                         
              
                Reconciliation of Non-GAAP Measures - Adjusted EBITDA by Segment

                                                                                    
              
                (unaudited)





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




                                                                                                                                                  Degree Program Segment                                Alternative Credential
                                                                                                                                                                                         Segment                                Consolidated


                                                                                                                                                  Three Months Ended                                Three Months Ended                        Three Months Ended

                                                                                                                                                  March 31,                                March 31,                                March 31,


                                                                                                                                 2024                2023                 2024                 2023                2024                2023




                                                                                                                                                   
              
                (in thousands)



     Revenue                                                                                                                $111,546            $140,480              $86,831              $98,024            $198,377            $238,504





     Net loss                                                                                                              $(22,455)          $(13,077)           $(32,194)           $(40,985)          $(54,649)          $(54,062)



     Adjustments:



     Stock-based compensation expense                                                                                          3,365               8,135                1,959                6,428               5,324              14,563



     Other expense (income), net                                                                                               7,626             (1,203)                 778                  596               8,404               (607)



     Net interest expense (income)                                                                                            18,742              17,649                 (52)                (57)             18,690              17,592



     Income tax expense                                                                                                          151                  96                   82                   17                 233                 113



     Depreciation and amortization expense                                                                                    11,118              13,818               13,568               16,202              24,686              30,020



     Debt modification expense and loss on debt extinguishment                                                                     -             16,735                                                                         16,735



     Restructuring charges                                                                                                     3,558               4,107                1,169                  768               4,727               4,875



     Other                                                                                                                     9,880                 944                                       18               9,880                 962



     Total adjustments                                                                                                        54,440              60,281               17,504               23,972              71,944              84,253



     Total adjusted EBITDA (loss)                                                                                            $31,985             $47,204            $(14,690)           $(17,013)            $17,295             $30,191





     Adjusted EBITDA margin                                                                                                     29 %               34 %              (17) %              (17) %                9 %               13 %


                                                                                                               
              
                2U, Inc.

                                                                 
              
                Reconciliation of Non-GAAP Measures - Adjusted Free Cash Flow and Adjusted Unlevered Free Cash Flow

                                                                                                             
              
                (unaudited)





     The following table presents a reconciliation of adjusted unlevered free cash flow to net cash provided by (used in) operating activities for each of the twelve-month periods indicated.




                                                                                                                                                                                                
       
             Trailing Twelve Months Ended


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

                                                                                                                                                                            2024                               2023                                   2023        2023




                                                                                                                                                                                                  
         
                (in thousands)



     Net cash provided by (used in) operating activities                                                                                                                $41,340                           $(3,431)                              $(5,149)  $(16,536)



     Additions of amortizable intangible assets                                                                                                                        (40,559)                          (44,010)                              (44,733)   (50,619)



     Purchases of property and equipment                                                                                                                                (4,975)                           (6,021)                               (7,313)    (8,640)



     Payments to university clients                                                                                                                                         300                              1,050                                  1,050       3,550



     Non-ordinary cash payments*                                                                                                                                         43,345                             36,653                                 34,618      36,101



     Adjusted free cash flow                                                                                                                                             39,451                           (15,759)                              (21,527)   (36,144)



     Cash interest payments on debt                                                                                                                                      63,268                             61,194                                 53,473      47,802



     Adjusted unlevered free cash flow                                                                                                                                 $102,719                            $45,435                                $31,946     $11,658



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


                                                                                      
              
                2U, Inc.

                                                                         
              
                Reconciliation of Non-GAAP Measures

                                                                                     
              
                (unaudited)





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




                                                                                                                                                                                        Three Months Ending                  Year Ending

                                                                                                                                                                        
              
           June 30, 2024                  December 31, 2024


                                                                                                                                                                                           
              
         (in millions)



     Net loss                                                                                                                                                                                      $(35.0)                        $(100.5)



     Stock-based compensation expense                                                                                                                                                                  5.0                             20.0



     Amortization of acquired intangible assets                                                                                                                                                        8.0                             32.5



     Restructuring charges                                                                                                                                                                             3.0                             15.0



     Other                                                                                                                                                                                             4.0                             27.5



       Adjusted net loss                                                                                                                                                                            (15.0)                           (5.5)



     Net interest expense                                                                                                                                                                             16.0                             70.0



     Depreciation and amortization expense                                                                                                                                                            16.0                             58.0



       Adjusted EBITDA                                                                                                                                                                               $17.0                           $122.5


                                                                                                                                                                  
      
                2U, Inc.

                                                                                                                                                      
              
        Key Financial Performance Metrics

                                                                                                                                                                 
      
                (unaudited)



     
                Full Course Equivalent Enrollments





     
                
                  Degree Program Segment





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




                                                                                                                                                             Q1 '24                       Q4 '23        Q3 '23   Q2 '23    Q1 '23     Q4 '22      Q3 '22       Q2 '22



     Degree Program Segment FCE enrollments                                                                                                                 44,693                        43,309         45,284    50,490     55,491      53,631       57,092        60,303



     Degree Program Segment average revenue per FCE enrollment*                                                                                             $2,496                        $3,774         $3,039    $2,367     $2,532      $2,557       $2,404        $2,373



     * Average revenue per FCE enrollment includes revenue from portfolio
        management activities.



     
                
                  Alternative Credential Segment*





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




                                                                                                                                                                      Q1 '24 Q4 '23  Q3 '23   Q2 '23    Q1 '23     Q4 '22      Q3 '22       Q2 '22



     Alternative Credential Segment FCE enrollments                                                                                                                  24,955  24,499   25,318    25,840     21,990      24,236       23,128        23,443



     Alternative Credential Segment average revenue per FCE enrollment                                                                                               $3,260  $3,500   $3,428    $3,591     $4,193      $3,840       $3,850        $3,891



     * FCE enrollments and average revenue per FCE enrollment exclude the impact of enrollments in edX offerings and the related revenue of $5.5 million and $5.8 million for the three months
        ended March 31, 2024 and 2023, respectively.

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SOURCE 2U, Inc.