2U, Inc. Reports Fourth Quarter and Full-Year 2017 Financial Results

LANHAM, Md., Feb. 26, 2018 /PRNewswire/ -- 2U, Inc. (Nasdaq: TWOU), today reported financial and operating results for the fourth quarter and full-year ended December 31, 2017.

Fourth Quarter 2017 Results

    --  Revenue was $86.7 million, an increase of 51% from $57.4 million in the
        fourth quarter of 2016.
    --  Net income was $0.5 million, or $0.01 per share, compared to net loss of
        $(2.2) million, or $(0.05) per share, in the fourth quarter of 2016.
    --  Adjusted net income was $7.9 million, or $0.14 per share, compared to
        $2.0 million, or $0.04 per share, in the fourth quarter of 2016.
    --  Adjusted EBITDA was $12.7 million, compared to $4.5 million in the
        fourth quarter of 2016.

Full-Year 2017 Results

    --  Revenue was $286.8 million, an increase of 39% from $205.9 million in
        2016.
    --  Net loss was $(29.4) million, or $(0.60) per share, compared to $(20.7)
        million, or $(0.44) per share, in 2016.
    --  Adjusted net loss was $(4.3) million, or $(0.09) per share, compared to
        $(4.9) million, or $(0.10) per share, in 2016.
    --  Adjusted EBITDA was $11.4 million, compared to $4.5 million in 2016.

"A decade into our journey, 2U is now at the forefront of the digital transformation in higher education and the strength of our business performance and the high-quality student outcomes in our partner programs prove it," CEO and Co-Founder Christopher "Chip" Paucek said. "The positive momentum in our GetSmarter short course business combined with the organic growth in our graduate program business produced strong fourth quarter and full-year 2017 financial results and sets us up nicely for 2018."

Recent Developments

Today, 2U is announcing the signing of its first International Graduate Program: an MBA with University College London ("UCL"). This is the first online MBA offered by the UCL School of Management. The first cohort is expected to launch in 2019, subject to applicable internal approvals.

"The MBA@UCL is the first international graduate program in the history of 2U and a monumental step forward in the company's evolution," Paucek said. "This school has innovation in its DNA. The school's long-term vision centers on its goal of creating disruptive research and entrepreneurial leaders for the complex, interconnected world of the future. Now with our partnership, we are helping UCL extend that mission across the globe."

UC Berkeley is the first graduate program client that has signed to offer short courses. UC Berkeley School of Information will offer a range of technology-focused online short courses.

2U appointed two new board members to our Board of Directors: Valerie Jarrett, former Senior Advisor to President Obama, joined the board in December and Greg Peters, Chief Product Officer of Netflix, will be joining the board on March 15, 2018.

2U entered into aglobal, multi-year, exclusive partnership to enhance the future of work and learning with WeWork, a company that provides co-working space and other services to more than 175,000 members in 207 locations across the globe. The multi-dimensional deal includes:

    --  A perpetual license of Flatiron School's, a wholly owned subsidiary of
        WeWork Companies, Inc. ("WeWork"), Learn.co technology to 2U;
    --  Access to any WeWork location around the globe for students enrolled in
        2U-powered graduate programs;
    --  $5 million in scholarships over three years offered by 2U exclusively to
        WeWork members and employees in 2U-powered graduate programs; and
    --  A commitment by 2U and WeWork to develop a Future of Learning and Work
        center in a WeWork location in 2019.

Financial Outlook

Based on information available as of today, 2U is issuing the following guidance for first quarter and full-year of 2018. This guidance assumes foreign exchange rates as of December 31, 2017, including a U.S. Dollar/South African Rand rate of 12.39.


                             1Q 2018                 FY 2018
                             -------                 -------

                  (in millions, except per share
                             amounts)

    Revenue                            $91.1 - $91.6         $397.7 - $402.7

    Net loss                       $(14.9) - $(14.5)       $(45.0) - $(42.8)

    Net loss
     per share                     $(0.28) - ($0.27)       $(0.84) - $(0.80)

    Adjusted
     net loss                        $(7.3) - $(6.9)         $(7.7) - $(5.6)

    Adjusted
     net loss
     per share                     $(0.14) - $(0.13)       $(0.14) - $(0.10)

    Weighted-
     average
     shares of
     common
     stock
     outstanding,
     basic                                      52.8                     53.5

    Adjusted
     EBITDA
     (loss)                          $(2.3) - $(1.9)           $15.0 - $17.3

    Stock-
     based
     compensation
     expense                             $6.2 - $6.3           $31.6 - $32.1

2U expects that of 2018 revenue, approximately 54% should be recognized in the second half of the year. Of second half 2018 revenue, we now expect that approximately 49% will be recognized in the third quarter. Further, we expect to experience meaningful margin variability between periods driven by revenue growth combined with cost seasonality. For full-year 2018, we expect this margin variability to be distributed between the first half and the second half of the year as follows:

    --  net loss margin of between (19.8)% and (19.1)% for the first half of the
        year and between (4.1)% and (3.4)% for the second half of the year;
    --  adjusted net loss margin of between (10.2)% and (9.7)% for the first
        half of the year and adjusted net income margin of between 5.2% and 5.7%
        for the second half of the year; and
    --  adjusted EBITDA (loss) margin of between (4.5)% and (3.9)% for the first
        half of the year and adjusted EBITDA margin of between 10.9% and 11.3%
        for the second half of the year.

Note that cost seasonality in the second and fourth quarters typically reduces margins in the first half of each year and improves margins in the second half of each year, so second-half margins should not be viewed as being a run rate for the first half of the following year.

Non-GAAP Measures

To supplement the Company's consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles ("GAAP"), we use adjusted EBITDA, adjusted EBITDA margin, adjusted net income (loss) and adjusted net income (loss) per share, which are non-GAAP financial measures.

We define adjusted EBITDA as net income or net loss, as applicable, before net interest income (expense), taxes, depreciation and amortization, foreign currency gains or losses, acquisition-related gains or losses and stock-based compensation expense. Some or all of these items may not be applicable in any given reporting period. Adjusted EBITDA margin represents adjusted EBITDA as a percentage of revenue.

We define adjusted net income (loss) as net income or net loss, as applicable, before foreign currency gains or losses, acquisition-related gains or losses and stock-based compensation expense. Adjusted net income (loss) per share is calculated as adjusted net income (loss) divided by diluted weighted-average shares of common stock outstanding for periods which result in adjusted net income, and basic weighted-average shares outstanding for periods which result in an adjusted net loss.

The principal limitation of these non-GAAP financial measures is that they exclude significant expenses that are required by GAAP to be recorded in the Company's financial statements. These non-GAAP measures are key metrics Company management uses to compare the Company's performance to that of prior periods for trend analyses and for budgeting and planning purposes. These measures also provide useful information to investors and analysts relating to 2U's financial condition and results of operations. These financial measures are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. In addition, these financial measures may be different from non-GAAP financial measures used by other companies, limiting their usefulness for comparison purposes.

For more information on 2U's non-GAAP financial measures and reconciliations of such measures to the nearest GAAP measures, see the reconciliation tables on the last page of this press release under the heading "Reconciliation of Non-GAAP Measures." 2U urges investors to review these reconciliations and not to rely on any single financial measure to evaluate the Company's business.

Conference Call Information


    What:                         2U, Inc.'s fourth quarter and full-
                                  year 2017 financial results conference
                                  call

    When:                        Monday, February 26, 2018

    Time:                        5 p.m. ET

    Live Call:                   (877) 359-9508

    Webcast:                     investor.2U.com

About 2U, Inc. (Nasdaq: TWOU)

2U partners with great colleges and universities to build what we believe is the world's best digital education. Our platform provides a comprehensive fusion of technology, services and data architecture to transform high-quality and rigorous campus-based universities into the best digital versions of themselves. 2U's No Back Row® approach allows qualified students and working professionals around the world to experience a first-rate university education and successful outcomes. To learn more, visit 2U.com.

Cautionary Language Concerning Forward-Looking Statements

This press release contains forward-looking statements regarding our 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 the operations and financial position of 2U, Inc., 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. We undertake 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, 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; our ability to comply with evolving regulations and legal obligations related to data privacy, data protection and information security; our expectations about the potential benefits of our cloud?based software-as-a-service ("SaaS") technology and technology?enabled services to university clients and students; our dependence on third parties to provide certain technological services or components used in our solutions; our ability to meet the anticipated launch dates of our graduate programs and short courses; our expectations about the predictability, visibility and recurring nature of our business model; our ability to acquire new university clients and expand our graduate programs and short courses with existing university clients; our ability to successfully integrate the operations of Get Educated International Proprietary Limited, or GetSmarter, achieve the expected benefits of the acquisition and manage, expand and grow the combined company; our ability to execute our growth strategy in the international, undergraduate and non?degree alternative markets; our ability to continue to acquire prospective students for our graduate programs and short courses; our ability to affect or increase student retention in our graduate programs; our ability to successfully execute our growth strategy; our expectations regarding the scalability of our cloud?based SaaS technology; our expectations regarding future expenses in relation to future revenue; potential changes in regulations applicable to us or our university clients; and our expectations regarding the amount of time our cash balances and other available financial resources will be sufficient to fund our operations. 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, 2016 and other reports filed with the Securities and Exchange Commission. Moreover, 2U operates in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for 2U management to predict all risks, nor can 2U assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements 2U may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated.

Investor Relations Contact: Ed Goodwin, 2U, Inc., egoodwin@2u.com
Media Contact: Molly Greenberg, 2U, Inc., mgreenberg@2u.com


                                                           2U, Inc.
                                                 Consolidated Balance Sheets
                                      (in thousands, except share and per share amounts)


                                                                December 31,              December 31,
                                                                        2017                       2016
                                                                        ----                       ----

                                                                (unaudited)

    Assets

    Current assets

    Cash and cash equivalents                                                    $223,370               $168,730

    Accounts receivable, net                                          14,174                      7,860

    Prepaid expenses and other assets                                 10,509                      8,108
                                                                      ------                      -----

    Total current assets                                             248,053                    184,698

    Property and equipment, net                                       49,055                     15,596

    Goodwill                                                          71,988                          -

    Amortizable intangible assets, net                                90,761                     34,131

    Prepaid expenses and other assets, non-
     current                                                          22,205                      9,895
                                                                      ------                      -----

    Total assets                                                                 $482,062               $244,320
                                                                                 ========               ========

    Liabilities and stockholders' equity

    Current liabilities

    Accounts payable and accrued expenses                                         $22,629                $14,724

    Accrued compensation and related benefits                         19,017                     16,491

    Deferred revenue                                                   7,024                      3,137

    Other current liabilities                                          9,330                      6,717
                                                                       -----                      -----

    Total current liabilities                                         58,000                     41,069

    Non-current lease-related liabilities                             22,573                      7,620

    Deferred government grant obligations                              3,500                          -

    Deferred tax liabilities, net                                     10,087                          -

    Other non-current liabilities                                         70                        394
                                                                         ---                        ---

    Total liabilities                                                 94,230                     49,083
                                                                      ------                     ------

    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,
     52,505,856 shares issued and outstanding
     as of December 31, 2017; 47,151,635
     shares issued and outstanding as of
     December 31, 2016                                                    53                         47

    Additional paid-in capital                                       588,289                    371,455

    Accumulated deficit                                            (205,836)                 (176,265)

    Accumulated other comprehensive income                             5,326                          -
                                                                       -----                        ---

    Total stockholders' equity                                       387,832                    195,237
                                                                     -------                    -------

    Total liabilities and stockholders'
     equity                                                                      $482,062               $244,320
                                                                                 ========               ========


                                                         2U, Inc.
                               Consolidated Statements of Operations and Comprehensive Loss
                                    (in thousands, except share and per share amounts)


                                                                                            Three Months Ended          Year Ended
                                                                                               December 31,            December 31,
                                                                                               ------------            ------------

                                                                                                          2017                  2016                   2017       2016
                                                                                                          ----                  ----                   ----       ----

                                                                                                (unaudited)                          (unaudited)

    Revenue                                                                                                    $86,678                             $57,350               $286,752    $205,864

    Costs and expenses

    Curriculum and teaching                                                                              4,817                     -                 6,609          -

    Servicing and support                                                                               13,445                10,859                 50,767     40,982

    Technology and content
     development                                                                                        12,846                 8,496                 45,926     33,283

    Marketing and sales                                                                                 37,700                27,306                150,923    106,610

    General and administrative                                                                          17,844                13,061                 62,665     46,021
                                                                                                        ------                ------                 ------     ------

    Total costs and expenses                                                                            86,652                59,722                316,890    226,896
                                                                                                        ------                ------                -------    -------

    Income (loss) from
     operations                                                                                             26               (2,372)              (30,138)  (21,032)

    Interest income                                                                                        104                   163                    371        383

    Interest expense                                                                                      (50)                    -                  (87)      (35)

    Other income (expense),
     net                                                                                                   106                     -                 (866)         -

    Income (loss) before
     income taxes                                                                                          186               (2,209)              (30,720)  (20,684)

    Income tax benefit                                                                                     323                     -                 1,297          -
                                                                                                           ---                   ---                 -----        ---

    Net income (loss)                                                                                             $509                            $(2,209)             $(29,423)  $(20,684)

    Net loss per share, basic                                                                                    $0.01                             $(0.05)               $(0.60)    $(0.44)
                                                                                                                 =====                              ======                 ======      ======

    Net loss per share,
     diluted                                                                                                     $0.01                             $(0.05)               $(0.60)    $(0.44)
                                                                                                                 =====                              ======                 ======      ======

    Weighted-average shares
     of common stock
     outstanding, basic                                                                             52,330,067            47,075,167             49,062,611 46,609,751
                                                                                                    ==========            ==========             ========== ==========

    Weighted-average shares
     of common stock
     outstanding, diluted                                                                           56,593,108            47,075,167             49,062,611 46,609,751
                                                                                                    ==========            ==========             ========== ==========


    Other comprehensive loss

    Foreign currency
     translation adjustments,
     net of tax of $0 for all
     periods presented                                                                                   8,943                     -                 5,326          -
                                                                                                         -----                   ---                 -----        ---

    Comprehensive income
     (loss)                                                                                                     $9,452                            $(2,209)             $(24,097)  $(20,684)
                                                                                                                ======                             =======               ========    ========


                                                           2U, Inc.
                                            Consolidated Statements of Cash Flows
                                                        (in thousands)


                                                                                              Year Ended December 31,
                                                                                              -----------------------

                                                                                         2017                    2016
                                                                                         ----                    ----

                                                                                  (unaudited)

    Cash flows from operating activities

    Net loss                                                                                    $(29,423)             $(20,684)

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

    Depreciation and amortization                                                      19,624                   9,750

    Stock-based compensation expense                                                   21,930                  15,823

    Charge related to execution of new
     lease agreement                                                                        -                      -

    Changes in operating assets and
     liabilities:

    Increase in accounts receivable, net                                              (5,634)                (6,885)

    Decrease (increase) in prepaid expenses
     and other assets                                                                   1,549                 (1,090)

    Increase (decrease) in accounts payable
     and accrued expenses                                                               3,504                 (2,459)

    Increase in accrued compensation and
     related benefits                                                                   2,504                   3,086

    Increase in deferred revenue                                                        1,661                     528

    (Increase) decrease in payments to
     university clients                                                              (13,239)                  2,234

    Increase (decrease) in other
     liabilities, net                                                                   4,763                   4,907

    Other                                                                                 867                       -
                                                                                          ---                     ---

    Net cash provided by (used in)
     operating activities                                                               8,106                   5,210

    Cash flows from investing activities

    Purchase of a business, net of cash
     acquired                                                                        (97,102)                      -

    Purchases of property and equipment                                              (27,316)                (7,648)

    Additions of amortizable intangible
     assets                                                                          (23,823)               (16,728)

    Advances made to university clients                                               (1,950)                      -

    Advances repaid by university clients                                                 817                       -

    Other                                                                                   -                  (142)

    Net cash used in investing activities                                           (149,374)               (24,518)

    Cash flows from financing activities

    Proceeds from issuance of common stock,
     net of offering costs                                                            189,463                       -

    Proceeds from exercise of stock options                                             6,615                   4,859

    Proceeds from debt                                                                  3,500                       -

    Payments on debt                                                                  (1,517)                      -

    Tax withholding payments associated
     with settlement of restricted stock
     units                                                                            (1,309)                  (378)

    Other                                                                                   -                  (172)
                                                                                          ---                   ----

    Net cash provided by financing
     activities                                                                       196,752                   4,309

    Effect of exchange rate changes on cash                                             (844)                      -
                                                                                         ----                     ---

    Net increase (decrease) in cash and
     cash equivalents                                                                  54,640                (14,999)

    Cash and cash equivalents, beginning of
     period                                                                           168,730                 183,729
                                                                                      -------                 -------

    Cash and cash equivalents, end of
     period                                                                                      $223,370               $168,730
                                                                                                 ========               ========


                                                                                            2U, Inc.
                                                                              Reconciliation of Non-GAAP Measures
                                                                                          (unaudited)


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


                                                                         Three Months Ended                                    Year Ended
                                                                            December 31,                                      December 31,
                                                                           ------------                                   ------------

                                                                        2017                     2016                       2017                 2016
                                                                        ----                     ----                       ----                 ----

                                                                        (in thousands, except share and per share amounts)

    Net income (loss)                                                              $509                                $(2,209)                       $(29,423)  $(20,684)

    Adjustments:

    Foreign currency (gain) loss                                       (106)                       -                       866                    -

    Amortization of acquired intangible assets                         1,416                        -                     3,014                    -

    Income tax benefit on amortization of
     acquired intangible assets                                        (333)                       -                     (708)                   -

    Stock-based compensation expense                                   6,393                    4,230                     21,930               15,823
                                                                       -----                    -----                     ------               ------

    Total adjustments                                                  7,370                    4,230                     25,102               15,823
                                                                       -----                    -----                     ------               ------

    Adjusted net income (loss)                                                   $7,879                                  $2,021                         $(4,321)   $(4,861)
                                                                                 ======                                  ======                          =======     =======

    Net income (loss) per share, basic and
     diluted (1)                                                                  $0.01                                 $(0.05)                         $(0.60)    $(0.44)
                                                                                  =====                                  ======                           ======      ======

    Adjusted net income (loss) per share,
     basic (1)                                                                    $0.15                                   $0.04                          $(0.09)    $(0.10)
                                                                                  =====                                   =====                           ======      ======

    Adjusted net income (loss) per share,
     diluted (1)                                                                  $0.14                                   $0.04                          $(0.09)    $(0.10)
                                                                                  =====                                   =====                           ======      ======

    Weighted-average shares of common stock
     outstanding, basic                                           52,330,067               47,075,167                 49,062,611           46,609,751
                                                                  ==========               ==========                 ==========           ==========

    Weighted-average shares of common stock
     outstanding, diluted                                         56,593,108               50,843,497                 49,062,611           46,609,751
    ---------------------------------------                       ==========               ==========                 ==========           ==========


             (1)    The Company computes net
                     income (loss) per share and/
                     or adjusted net income (loss)
                     per share using diluted
                     weighted-average shares of
                     common stock outstanding for
                     periods which result in net
                     income and/or adjusted net
                     income, and uses basic
                     weighted-average shares
                     outstanding for periods which
                     result in net loss and/or
                     adjusted net loss.


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


                                                                                                                             Three Months Ended          Year Ended

                                                                                                                                December 31,            December 31,
                                                                                                                                ------------            ------------

                                                                                                                                           2017                  2016      2017     2016
                                                                                                                                           ----                  ----      ----     ----

                                                                                                                                                                                                    (in thousands)

    Net income (loss)                                                                                                                              $509               $(2,209)           $(29,423)           $(20,684)

    Adjustments:

    Interest income                                                                                                                       (104)                (163)    (371)   (383)

    Interest expense                                                                                                                         50                     -       87       35

    Foreign currency (gain)
     loss                                                                                                                                 (106)                    -      866        -

    Depreciation and
     amortization expense                                                                                                                 6,306                 2,690    19,624    9,750

    Income tax benefit                                                                                                                    (323)                    -  (1,297)       -

    Stock-based compensation
     expense                                                                                                                              6,393                 4,230    21,930   15,823
                                                                                                                                          -----                 -----    ------   ------

    Total adjustments                                                                                                                    12,216                 6,757    40,839   25,225
                                                                                                                                         ------                 -----    ------   ------

    Adjusted EBITDA                                                                                                                             $12,725                 $4,548              $11,416               $4,541
                                                                                                                                                =======                 ======              =======               ======

2U, Inc.
Graduate Program Segment Profitability Margin by Launch Cohort
(unaudited)

The following table presents Graduate Program Segment profitability by launch cohort as a percentage of the applicable launch cohort revenue, or Graduate Program Segment profitability margin, for the year ended December 31, 2017. We provide segment profitability information in connection with our segment financial reporting. Graduate program launch cohorts are grouped by the length of time since program launch, as of December 31, 2017. Because we incur graduate program marketing and sales expenses prior to generating the revenue related to those expenses, graduate programs typically show losses for several years prior to reaching profitability. Our measure of Graduate Program Segment profitability margin by launch cohort applies our measure of Graduate Program Segment profitability margin on a launch cohort basis. Our measure of Graduate Program Segment profitability margin is net income or net loss, as applicable, before net interest income (expense), taxes, depreciation and amortization, foreign currency gains or losses, acquisition-related gains or losses and stock-based compensation expense. Some or all of these items may not be applicable in any given reporting period.


          Launch Cohort                            Profitability Margin
          -------------                            --------------------

    Less than 2 Years(1)                                               (400)%

    2-3 Years(2)                                                          14%

    3-4 Years(3)                                                          25%

    Greater than 4 Years(4)                                               39%

    Total Segment Margin                                                   5%
    --------------------


             (1)    Includes programs launched in
                     2017 and 2016 and expenses
                     incurred in connection with
                     programs not launched as of
                     December 31, 2017.

             (2)    Includes programs launched in
                     2015.

             (3)    Includes programs launched in
                     2014.

             (4)    Includes all programs
                     launched prior to 2014.


                                                                         Reconciliation of Non-GAAP Measures
                                                                                     (unaudited)


    The following table presents (i) a reconciliation of net loss guidance to adjusted net income (loss) guidance and adjusted EBITDA (loss) guidance and (ii) a reconciliation of net loss per
     share guidance to adjusted net income (loss) per share guidance, each at the midpoint of the ranges provided by the Company, for each of the periods indicated:


                                                            Three Months Ending                            Year Ending
                                                               March 31, 2018                           December 31, 2018
                                                             --------------                        -----------------

                                                                   $                 $/Share                      $                  $/Share
                                                                 ---                 -------                    ---                  -------

                                                                    (in thousands, except per share amounts)

    Net loss                                                           $(14,700)                            $(0.28)                            $(43,875)                            $(0.82)

    Foreign currency loss                                          -                       -                      -                        -

    Amortization of acquired intangible
     assets                                                    1,575                     0.03                   6,300                      0.12

    Income tax benefit on amortization
     of acquired intangible assets                             (275)                       -                (1,100)                    (0.02)

    Stock-based compensation expense                           6,300                     0.12                  32,025                      0.60
                                                               -----                     ----                  ------                      ----

    Adjusted net loss                                        (7,100)                  (0.13)                (6,650)                    (0.12)

    Net interest income                                         (50)                       *                  (200)                        *

    Depreciation and amortization
     expense                                                   5,050                        *                 23,000                         *

    Income tax benefit                                             -                       *                      -                        *
                                                                 ---                     ---                    ---                      ---

    Adjusted EBITDA (loss)                                              $(2,100)                        $         *                              $16,150                         $         *
                                                                         =======                       ===       ===                              =======                       ===       ===

    Projected weighted-average shares
     of common stock outstanding, basic                                               52,754                                           53,465


    *   Not provided.


                                                                                                                                2U, Inc.
                                                                                                                   Key Financial Performance Metrics
                                                                                                                              (unaudited)


    Full Course Equivalent Enrollments


    Graduate Program Segment


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


                                                Q1 '16              Q2 '16                Q3 '16                Q4 '16              Q1 '17                Q2 '17                Q3 '17               Q4 '17
                                                ------              ------                ------                ------              ------                ------                ------               ------

    Graduate Program full
     course equivalent
     enrollments                                 17,709               18,823                 19,126                 21,686               23,857                 23,903                 24,062               27,082


    Graduate Program
     average revenue per
     full course equivalent
     enrollment                                            $2,679                           $2,609                           $2,717                           $2,645                           $2,717              $2,719 $2,740 $2,758


    Short Course Segment


    The following table sets forth the full course equivalent enrollments
     and average revenue per full course equivalent enrollment in our Short
     Course Segment for the last two quarters, since the acquisition of
     GetSmarter on July 1, 2017.


                                                Q3 '17              Q4 '17
                                                ------              ------

    Short
     Course
     full
     course
     equivalent
     enrollments                                  4,079                6,751


    Short
     Course
     average
     revenue
     per full
     course
     equivalent
     enrollment*                                           $1,232            $1,777


    *                The calculation of short course
                     average revenue per full
                     course equivalent enrollment
                     includes $0.7 million of
                     revenue that was excluded from
                     the results of operations in
                     the third quarter of 2017, due
                     to an adjustment recorded as
                     part of the valuation of
                     GetSmarter.

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SOURCE 2U, Inc.