2U, Inc. Reports Fourth Quarter and Full-Year 2018 Financial Results

LANHAM, Md., Feb. 25, 2019 /PRNewswire/ -- 2U, Inc. (Nasdaq: TWOU), a global leader in education technology, today reported financial and operating results for the fourth quarter and full-year ended December 31, 2018.

Fourth Quarter 2018 Results

    --  Revenue was $115.1 million, an increase of 33% from $86.7 million in the
        fourth quarter of 2017.
    --  Net income was $4.8 million, or $0.08 per share, compared to $0.5
        million, or $0.01 per share, in the fourth quarter of 2017.
    --  Adjusted net income was $13.7 million, or $0.23 per share, compared to
        $7.9 million, or $0.14 per share, in the fourth quarter of 2017.
    --  Adjusted EBITDA was $20.1 million, compared to $12.7 million in the
        fourth quarter of 2017.

Full-Year 2018 Results

    --  Revenue was $411.8 million, an increase of 44% from $286.8 million in
        2017.
    --  Net loss was $(38.3) million, or $(0.69) per share, compared to $(29.4)
        million, or $(0.60) per share, in 2017.
    --  Adjusted net loss was $(3.5) million, or $(0.06) per share, compared to
        $(4.3) million, or $(0.09) per share, in 2017.
    --  Adjusted EBITDA was $17.7 million, compared to $11.4 million in 2017.

"The strength and resilience of 2U's business is clear from our 2018 fourth quarter and full-year results, and reflects the continued expansion and increasing diversity of our degree and short course portfolios, both domestically and internationally," Co-Founder and CEO Christopher "Chip" Paucek said. "Our commitment to investing in sustained growth not only sets 2U apart in the education technology industry, but will allow us to better meet the evolving needs of our partners and the marketplace."

Recent Developments

2U recently announced the following:

    --  February 21, 2019: An expanded partnership with Syracuse University to
        launch no fewer than 10 new online short courses across various
        professional disciplines.
    --  February 11, 2019: A new Graduate Program with EGADE Business School at
        Tecnológico de Monterrey, Mexico -- the #1 ranked business school in
        Latin America by Eduniversal -- to deliver an online MBA. EGADE MBA
        Online is 2U's first full graduate program in Latin America.
    --  February 7, 2019: An expansion of The We Company "Global Access"
        membership benefit to cover active faculty teaching 2U-powered degree
        programs and lead convenors for 2U's short course portfolio.
    --  February 6, 2019: A strategic partnership with Keypath Education to
        expand the scope of services 2U offers to university partners by
        supporting smaller or lower-tuition degree programs.
    --  February 6, 2019: A new collaboration with LinkedIn, including
        complimentary access to LinkedIn Premium Career for students in
        2U-powered degree programs, LinkedIn hosted best-practice workshops for
        2U's university clients, and a focus on insights about career pathways
        to help measure outcomes.
    --  February 4, 2019: A new partnership with Kellogg School of Management at
        Northwestern University to deliver two online, business-focused short
        courses.
    --  January 9, 2019: A new Graduate Program with Tufts University School of
        Medicine to deliver two online graduate degrees: MHI@Tufts, a Master of
        Health Informatics and Analytics, and MPH@Tufts, a Master of Public
        Health.
    --  December 10, 2018: 2U announced that Alexis Maybank, co-founder and
        first CEO of Gilt Groupe and chair of Girls Who Code, would join its
        Board of Directors. Maybank became 2U's twelfth board member, and with
        her appointment, 2U's board is 50 percent diverse, including two white
        women, two black women, and two men of color.

Financial Outlook

Based on information available as of today, 2U is issuing the following guidance for first quarter and full-year of 2019. This guidance assumes foreign exchange rates as of December 31, 2018 for the U.S. dollar/South African rand and the U.S. dollar/British pound.


                                                                 
      
              1Q 2019            
      
           FY 2019



                                                                   (in millions, except per share
                                                                               amounts)



     Revenue                                                            
            $121.5 - $122.1     
         $546.6 - $550.8



     Net loss                                                         
            $(22.0) - $(21.6)   
         $(80.2) - $(77.8)



     Net loss per share                                               
            $(0.38) - $(0.37)   
         $(1.37) - $(1.33)



     Adjusted net loss                                                
            $(10.8) - $(10.4)   
         $(21.8) - $(19.4)



     Adjusted net loss per share                                      
            $(0.19) - $(0.18)   
         $(0.37) - $(0.33)



     Weighted-average shares of common stock outstanding, basic                             58.2                       58.7



     Adjusted EBITDA (loss)                                             
            $(4.6) - $(4.2)       
         $11.8 - $14.2



     Stock-based compensation expense                                     
            $10.0 - $10.2       
         $53.7 - $54.1

2U expects that of 2019 revenue, 45% to 46% should be recognized in the first half of the year. Of second half 2019 revenue, 2U now expects to see a similar distribution of revenue between quarters as it saw in 2018. Further, it expects to experience meaningful margin variability between periods driven by revenue growth combined with cost seasonality. For full-year 2019, 2U expects its earnings and loss measures to be distributed according to the following parameters:

    --  net loss margin of between (23.4)% and (22.9)% for the first half of the
        year,
    --  adjusted net loss margin of between (12.6)% and (12.1)% for the first
        half of the year; third quarter adjusted net loss and fourth quarter
        adjusted net income somewhat more skewed than in the comparable 2018
        periods, and
    --  adjusted EBITDA (loss) margin of between (6.9)% and (6.5)% for the first
        half of the year; similar distribution of adjusted EBITDA in the third
        and fourth quarter as in the comparable 2018 periods.

Note that 2U's previously announced intention to increase marketing spend in the first half of 2019 is reflected in this guidance and has the effect of driving larger expected loss measures in the first and second quarters than would be expected based on typical performance patterns. Further 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 expense, 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 2018 financial results conference call


     When:    
     Monday, February 25, 2019


     Time:    
     5 p.m. ET


      Live
      Call:   
     (877) 359-9508


     Webcast: 
     investor.2U.com

About 2U, Inc. (Nasdaq: TWOU)

Eliminating the back row in higher education is more than just a metaphor, it's our mission. For more than a decade, 2U, Inc., a global leader in education technology, has been improving lives by powering world-class digital education. As a trusted partner and brand steward of great universities, we build, deliver, and support online graduate programs and certificates for working adults. Our industry-leading short courses, offered by GetSmarter, are designed to equip lifelong learners with in-demand career skills. To learn more, visit 2U.com. #NoBackRow

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, or 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 platform; 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 attract, hire and retain qualified employees; our expectations about the scalability of our cloud-based platform; 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, 2017 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 Forman, 2U, Inc., mforman@2U.com


                                                                                                           
              
                2U, Inc.

                                                                                                         
      
                Consolidated Balance Sheets

                                                                                                       
     
        (in thousands, except share and per share amounts)




                                                                                                                                                                 December 31,             December 31,
                                                                                                                                                                         2018                      2017



                                                                                                                                                                 (unaudited)



              
                Assets



              
                Current assets



              Cash and cash equivalents                                                                                                                                      $
      449,772               $
      223,370



              Investments                                                                                                                                             25,000



              Accounts receivable, net                                                                                                                                32,636                    14,174



              Prepaid expenses and other assets                                                                                                                       14,272                    10,509




              Total current assets                                                                                                                                   521,680                   248,053



              
                Property and equipment, net                                                                                                                52,299                    49,055



              
                Goodwill                                                                                                                                   61,852                    71,988



              
                Amortizable intangible assets, net                                                                                                        136,605                    90,761



              
                University payments and other assets, non-current                                                                                          34,918                    22,205




              
                Total assets                                                                                                                                      $
      807,354               $
      482,062




              
                Liabilities and stockholders' equity



              
                Current liabilities



              Accounts payable and accrued expenses                                                                                                                           $
      27,647                $
      22,629



              Accrued compensation and related benefits                                                                                                               23,001                    19,017



              Deferred revenue                                                                                                                                         8,345                     7,024



              Other current liabilities                                                                                                                                9,487                     9,330




              Total current liabilities                                                                                                                               68,480                    58,000



              
                Deferred government grant obligations                                                                                                       3,500                     3,500



              
                Deferred tax liabilities, net                                                                                                               6,949                    10,087



              
                Lease-related and other liabilities, non-current                                                                                           23,416                    22,643




              
                Total liabilities                                                                                                                         102,345                    94,230




              
                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, 57,968,493 shares issued                                                                     58                        53
      and outstanding as of December 31, 2018; 52,505,856 shares issued and outstanding as
      of December 31, 2017



              Additional paid-in capital                                                                                                                             957,631                   588,289



              Accumulated deficit                                                                                                                                  (244,166)                (205,836)



              Accumulated other comprehensive income (loss)                                                                                                          (8,514)                    5,326




              
                Total stockholders' equity                                                                                                                705,009                   387,832




              
                Total liabilities and stockholders' equity                                                                                                        $
      807,354               $
      482,062


                                                                                                   
              
                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,



                                                                                                                   2018                                2017                  2018             2017



                                                                                                                                        (unaudited)             (unaudited)



              
                Revenue                                                                                       $
              115,095                 $
              86,678                    $
       411,769   $
       286,752



              
                Costs and expenses



              Curriculum and teaching                                                                            6,625                               4,817                23,290            6,609



              Servicing and support                                                                             18,087                              13,445                67,203           50,767



              Technology and content development                                                                18,376                              12,846                63,812           45,926



              Marketing and sales                                                                               49,033                              37,700               221,015          150,923



              General and administrative                                                                        19,666                              17,844                82,989           62,665




              
                Total costs and expenses                                                            111,787                              86,652               458,309          316,890




              
                Income (loss) from operations                                                         3,308                                  26              (46,540)        (30,138)



              Interest income                                                                                    2,120                                 104                 5,173              371



              Interest expense                                                                                    (27)                               (50)                (108)            (87)



              Other income (expense), net                                                                        (229)                                106               (1,722)           (866)



              
                Income (loss) before income taxes                                                     5,172                                 186              (43,197)        (30,720)



              
                Income tax (expense) benefit                                                          (340)                                323                 4,867            1,297




              
                Net income (loss)                                                                               $
              4,832                    $
              509                   $
       (38,330) $
       (29,423)




              
                Net income (loss) per share, basic                                                               $
              0.08                   $
              0.01                     $
       (0.69)   $
       (0.60)




              
                Net income (loss) per share, diluted                                                             $
              0.08                   $
              0.01                     $
       (0.69)   $
       (0.60)




              
                Weighted-average shares of common stock outstanding, basic                       57,924,666                          52,330,067            55,833,492       49,062,611




              
                Weighted-average shares of common stock outstanding, diluted                     60,666,682                          56,593,108            55,833,492       49,062,611






              
                Other comprehensive income (loss)



              Foreign currency translation adjustments, net                                                    (1,513)                              8,943              (13,840)           5,326
      of tax of $0 for all periods presented




              
                Comprehensive income (loss)                                                                     $
              3,319                  $
              9,452                   $
       (52,170) $
       (24,097)


                                                                                                    
        
                2U, Inc.

                                                                                                
     
         Consolidated Statements of Cash Flows

                                                                                                  
       
                (in thousands)




                                                                                                                                                        Year Ended December 31,



                                                                                                                                                     2018                              2017



                                                                                                                                              (unaudited)



     
                Cash flows from operating activities



     
                Net loss                                                                                                                                 $
              (38,330)            $
       (29,423)



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



     Depreciation and amortization expense                                                                                                        32,785                            19,624



     Stock-based compensation expense                                                                                                             31,410                            21,930



     Changes in operating assets and liabilities:



     Accounts receivable, net                                                                                                                   (18,497)                          (5,634)



     Prepaid expenses and other assets                                                                                                           (4,932)                            1,549



     Accounts payable and accrued expenses                                                                                                         4,724                             3,504



     Accrued compensation and related benefits                                                                                                     4,046                             2,504



     Deferred revenue                                                                                                                              1,527                             1,661



     Payments to university clients                                                                                                             (11,322)                         (13,239)



     Other liabilities, net                                                                                                                      (6,243)                            4,763



     Other                                                                                                                                         1,712                               867




     
                Net cash (used in) provided by operating activities                                                                            (3,120)                            8,106



     
                Cash flows from investing activities



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



     Purchases of property and equipment                                                                                                        (11,996)                         (27,316)



     Additions of amortizable intangible assets                                                                                                 (65,190)                         (23,823)



     Purchase of investments                                                                                                                    (25,000)



     Advances made to university clients                                                                                                           (300)                          (1,950)



     Advances repaid by university clients                                                                                                            25                               817




     
                Net cash used in investing activities                                                                                        (102,461)                        (149,374)



     
                Cash flows from financing activities



     Proceeds from issuance of common stock, net of offering costs                                                                               330,901                           189,463



     Proceeds from exercise of stock options                                                                                                       7,366                             6,615



     Proceeds from Employee Stock Purchase Plan share purchases                                                                                    3,121



     Proceeds from debt                                                                                                                                                             3,500



     Payments on debt                                                                                                                                                             (1,517)



     Tax withholding payments associated with settlement of restricted stock units                                                               (3,451)                          (1,309)



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




     
                Net cash provided by financing activities                                                                                      333,037                           196,752



     
                Effect of exchange rate changes on cash                                                                                        (1,054)                            (844)




     
                Net increase in cash and cash equivalents                                                                                      226,402                            54,640



     
                Cash and cash equivalents, beginning of period                                                                                 223,370                           168,730




     
                Cash and cash equivalents, end of period                                                                                                  $
              449,772              $
       223,370


                                                                                                                                    
           
                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,



                                                                                                                                                        2018                               2017                              2018                     2017



                                                                                                                                                                             (in thousands, except share and per share amounts)



     Net income (loss)                                                                                                                                         $
              4,832                                $
              509                           $
       (38,330) $
       (29,423)



     Adjustments:



     Foreign currency (gain) loss                                                                                                                       229                              (106)                            1,722                      866



     Amortization of acquired intangible assets                                                                                                       1,422                              1,416                             6,145                    3,014



     Income tax benefit on amortization of acquired intangible assets                                                                                 (390)                             (333)                          (1,684)                   (708)



     Acquisition-related tax benefit                                                                                                                    214                                                             (2,773)



     Stock-based compensation expense                                                                                                                 7,346                              6,393                            31,410                   21,930




     Total adjustments                                                                                                                                8,821                              7,370                            34,820                   25,102




     Adjusted net income (loss)                                                                                                                               $
              13,653                              $
              7,879                            $
       (3,510)  $
       (4,321)




     Net income (loss) per share, basic (1)                                                                                                                     $
              0.08                               $
              0.01                             $
       (0.69)   $
       (0.60)




     Net income (loss) per share, diluted (1)                                                                                                                   $
              0.08                               $
              0.01                             $
       (0.69)   $
       (0.60)




     Adjusted net income (loss) per share, basic (1)                                                                                                            $
              0.24                               $
              0.15                             $
       (0.06)   $
       (0.09)




     Adjusted net income (loss) per share, diluted (1)                                                                                                          $
              0.23                               $
              0.14                             $
       (0.06)   $
       (0.09)




     Weighted-average shares of common stock outstanding, basic                                                                                  57,924,666                         52,330,067                        55,833,492               49,062,611




     Weighted-average shares of common stock outstanding, diluted                                                                                60,666,682                         56,593,108                        55,833,492               49,062,611


              ____________________



              (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 of common stock 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,



                                                                                                         2018                              2017                           2018                     2017



                                                                                                                        
              
                (in thousands)



     Net income (loss)                                                                                          $
              4,832                                $
          509                           $
       (38,330) $
        (29,423)



     Adjustments:



     Interest income                                                                                 (2,120)                            (104)                       (5,173)                   (371)



     Interest expense                                                                                     27                                50                            108                       87



     Foreign currency loss (gain)                                                                        229                             (106)                         1,722                      866



     Depreciation and amortization expense                                                             9,403                             6,306                         32,785                   19,624



     Income tax expense (benefit)                                                                        340                             (323)                       (4,867)                 (1,297)



     Stock-based compensation expense                                                                  7,346                             6,393                         31,410                   21,930




     Total adjustments                                                                                15,225                            12,216                         55,985                   40,839




     Adjusted EBITDA                                                                                           $
              20,057                             $
          12,725                             $
       17,655    $
        11,416


                
              
                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, 2018. 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,
                2018. 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 is net income or net
                loss, as applicable, before net
                interest income (expense), taxes,
                depreciation and amortization
                expense, foreign currency gains or
                losses, acquisition-related gains
                or losses and stock-based
                compensation expense. We define
                segment profitability margin as
                segment profitability as a
                percentage of the respective
                segment's revenue. Some or all of
                these items may not be applicable
                in any given reporting period.


                     Launch Cohort 
     
     Graduate Program Segment Profitability Margin

    ---


       Less than 2 Years (1)                                                        (199)
     %



       2-3 Years (2)                                                                  (8)
     %



       3-4 Years (3)                                                                   25
     %



       Greater than 4 Years (4)                                                        42
     %



       Total                                                                            5
     %


              ____________________



              (1)              Includes programs launched in 2018 and 2017
                                  and expenses incurred in connection with
                                  programs not launched as of December 31,
                                  2018.



              (2)              Includes programs launched in 2016.



              (3)              Includes programs launched in 2015.



              (4)              Includes all programs launched prior to 2015.


                                                                                                                                                              
              
                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, 2019                                                                     December 31, 2019



                                                                                                                                                                 
              
                $                          
              
                $/Share                  
              
                $               
            
     $/Share



                                                                                                                                                                                                                         (in thousands, except per share amounts)



     Net loss                                                                                                                                                                               $
              (21,850)                                                           $
              (0.38)                                    $
       (79,050)     $
       (1.35)



     Foreign currency loss



     Amortization of acquired intangible assets                                                                                                                                     1,600                                                      0.03                                       6,400                              0.11



     Income tax benefit on amortization of acquired intangible assets                                                                                                               (425)                                                   (0.01)                                    (1,750)                           (0.03)



     Stock-based compensation expense                                                                                                                                              10,100                                                      0.18                                      53,825                              0.92




     Adjusted net loss                                                                                                                                                           (10,575)                                                   (0.18)                                   (20,575)                           (0.35)



     Net interest income                                                                                                                                                          (1,575)                                                        *                                    (3,900)                                *



     Depreciation and amortization expense                                                                                                                                          8,275                                                         *                                     36,675                                 *



     Income tax (benefit) expense                                                                                                                                                   (500)                                                        *                                        800                                 *




     Adjusted EBITDA (loss)                                                                                                                                                                  $
              (4,375)                                     
              $                
              *                                      $
       13,000 
     $    
           *




     Projected weighted-average shares of common stock outstanding, basic                                                                                                                                                                   58,160                                                                       58,685


              ____________________



              *  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 '17                                               Q2 '17             Q3 '17                 Q4 '17                       Q1 '18        Q2 '18      Q3 '18                Q4 '18




              Graduate Program full course equivalent                                                                                 23,857                                                23,903              24,062                  27,082                        29,770         30,548       32,665                 34,695
      enrollments





              Graduate Program average revenue per full                                                                                        $
              2,717                                           $
       2,719                           $
              2,740            $
         2,758                $
     2,706               $
     2,658 $
     2,747 $
     2,792
      course equivalent enrollment



              
                
                  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 six quarters, since the acquisition of GetSmarter on July 1, 2017.




                                                                                                                            Q3 '17                                               Q4 '17                                       Q1 '18                       Q2 '18           Q3 '18      Q4 '18




              Short Course full course equivalent                                                                           4,079                                                 6,751
      enrollments
                                                                                                                                                                                                                               6,002                         8,222             8,937        9,041





              Short Course average revenue per full                                                                                 $
              1,232                                                              $
              1,777
      course equivalent enrollment*
                                                                                                                                                                                                                                                                   $
     1,954          $
       1,972   $
     1,930 $
     2,015


              ____________________



              *               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.