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      2U Reports Results for Third Quarter 2023

      2U, Inc.

      News provided by

      2U, Inc.

      Nov 09, 2023, 16:01 ET

      Share this article

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      LANHAM, Md., Nov. 9, 2023 /PRNewswire/ -- 2U, Inc. (Nasdaq: TWOU), a leading online education platform company, today reported financial and operating results for the quarter ended September 30, 2023.

      Results for Third Quarter 2023 compared to Third Quarter 2022

      • Revenue decreased 1% to $229.7 million
      • Degree Program Segment revenue was flat at $137.6 million
      • Alternative Credential Segment revenue decreased 3% to $92.1 million
      • Net loss was $47.4 million, or $0.58 per share

      Non-GAAP Results for Third Quarter 2023 compared to Third Quarter 2022

      • Adjusted EBITDA decreased 12% to $28.6 million; a margin of 12%
      • Adjusted net loss was $12.1 million, or $0.15 per share

      "Our edX platform uniquely positions us to capitalize on the demand shift to more skill-based courses and the advancements in technology, including AI, with our diverse portfolio of offerings," said Christopher "Chip" Paucek, Co-Founder and Chief Executive Officer of 2U. "We believe 2U will benefit from the meaningful long-term tailwinds from this shift in demand and our transition to a platform company. We remain committed to our platform strategy and its impact on students, university partners, and shareholders. While our third quarter results did not meet our expectations, there are bright spots in our return to profitable growth."

      "Our ongoing strategic initiatives are strengthening our business by re-aligning and refining our program offerings to better fit within our platform strategy—positioning us for long-term, sustainable and profitable growth," added Paul Lalljie, Chief Financial Officer of 2U.  "We are confident that these initiatives, along with a continued focus on improving operational efficiency across the business, will generate improved adjusted EBITDA and free cash flow going forward."

      Discussion of Third Quarter 2023 Results

      Revenue for the quarter totaled $229.7 million, a 1% decrease from $232.2 million in the third quarter of 2022. Revenue from the Degree Program Segment was flat and included $25.8 million of revenue from portfolio management activities related to the mutually negotiated exit of certain degree programs. Portfolio management activities typically result in current period revenue recognition of the fees paid by university clients, which the company typically collects over 12 to 24 months. Average revenue per full course equivalent ("FCE") enrollment increased by 26%, primarily driven by the revenue acceleration from fees received in connection with portfolio management activities. This increase was offset by a 21% decrease in FCE enrollments, primarily driven by portfolio management and the impact of our transition to a new marketing framework in mid-2022. Revenue from the Alternative Credential Segment decreased $2.9 million, or 3%, primarily due to lower enrollments in coding boot camp offerings, partially offset by 18% growth in FCE enrollments in executive education offerings.

      Costs and expenses for the quarter totaled $256.6 million, a 24% decrease from $336.5 million in the third quarter of 2022. Costs and expenses for the third quarter of 2022 included $79.5 million of non-cash impairment charges in our Alternative Credential Segment, for which the company did not have a corresponding expense this quarter. The remaining decrease of $0.3 million was primarily driven by a $9.0 million decrease in personnel and personnel-related expense, partially offset by a $3.7 million increase in paid marketing costs and a $2.5 million increase in restructuring charges.

      As of September 30, 2023, the company's cash, cash equivalents, and restricted cash totaled $53.9 million, a decrease of $128.7 million from $182.6 million as of December 31, 2022, driven by the $187.0 million term loan repayment and the January 2023 refinancing. Cash used in operations was $17.5 million, cash used in investing activities was $36.6 million and cash used in financing activities was $73.5 million. Adjusted unlevered free cash flow was $31.9 million for the twelve months ended September 30, 2023 compared to adjusted unlevered free cash flow of $11.7 million for the twelve months ended June 30, 2023.

      Business Outlook

      The company updated its guidance provided on August 8, 2023 as follows: 

      • Revenue to range from $965 million to $990 million, representing growth of 1.5% at the midpoint, including expected revenue of $80 million in the fourth quarter related to portfolio management activities;
      • Net loss to range from $250 million to $240 million; and
      • Adjusted EBITDA to range from $165 million to $175 million, representing growth of 36% at the midpoint.

      Based on executed portfolio management activities and the company's expectations for additional portfolio management activities in the fourth quarter of 2023, the company expects cash from portfolio management to be approximately $145 million over the next 12 to 24 months. We believe this cash will provide flexibility to launch new programs, invest in growth areas, and strengthen the company's balance sheet. In addition, the company reduced headcount in the third quarter by 12%, resulting in an expected annualized cost savings of $55 million.

      The company is in active discussions with noteholders to refinance its convertible notes to address impending maturities and strengthen its balance sheet, and aims to have a successful transaction in the near term.

      Business Highlights

      • Increased the targeted number of launches for 2024 to approximately 80 new degree programs, which are expected to generate annual revenue of $120 million at steady state
        • Existing program takeover of Maryville University's online catalog of 28 undergraduate degrees and 11 graduate degrees
      • New flex degree model offerings:
        • The University of Cape Town - three new one-year graduate diplomas in marketing, public sector accounting, and sports management
        • King's College London - Master of Professional Studies
        • Albany College of Pharmacy and Health Sciences - Master of Science in Biomedical Sciences and a Master of Science in Biomanufacturing and Bioprocessing
        • Emerson College - Master of Marketing
        • Hawai'i Pacific University - four master's degrees in data science, cybersecurity, social work and educational leadership
      • Added 12 new professional certificate programs with King's College London in the fields of law, technology, business, and healthcare
      • Entered into a new strategic partnership with Verizon to accelerate skill-building for in-demand careers through the Verizon Skill Forward initiative
      • Expanded a strategic partnership with Degreed to broaden enterprise access to edX offerings
      • Added 159 new edX courses from 49 unique institutions
      • Added new edX members, including Escola do Caos, Integrative Mental Health University, Institute of Product Leadership, International Compliance Association (ICA), New England Medical Innovation Center, Qualtrics, The External Studies Institute, and Xccelerate

      Non-GAAP Measures

      To provide investors and others with additional information regarding 2U's results, the company has disclosed the following non-GAAP financial measures: adjusted EBITDA (loss), adjusted EBITDA margin, adjusted free cash flow, adjusted unlevered free cash flow, adjusted net income (loss), and adjusted net income (loss) per share. The company has provided a reconciliation of each non-GAAP financial measure used in this earnings release to the most directly comparable GAAP financial measure. The company defines adjusted EBITDA (loss) as net income or net loss, as applicable, before net interest income (expense), other income (expense), net, taxes, depreciation and amortization expense, transaction costs, integration costs, restructuring-related costs, stockholder activism costs, certain litigation-related costs, consisting of fees for certain non-ordinary course litigation and other proceedings, impairment charges, debt modification expense and loss on debt extinguishment, and stock-based compensation expense. The company defines adjusted EBITDA margin as adjusted EBITDA divided by revenue. The company defines adjusted free cash flow as net cash provided by (used in) operating activities, less capital expenditures, payments to university clients, and certain non-ordinary cash payments. The company defines adjusted unlevered free cash flow as adjusted free cash flow less cash interest payments on debt. The company defines adjusted net income (loss) as net income or net loss, as applicable, before other income (expense), net, acquisition-related gains or losses, deferred revenue fair value adjustments, transaction costs, integration costs, restructuring-related costs, stockholder activism costs, certain litigation-related costs, consisting of fees for certain non-ordinary course litigation and other proceedings, impairment charges, debt modification expense and loss on debt extinguishment, and stock-based compensation expense. Adjusted net income (loss) per share is calculated as adjusted net income (loss) divided by diluted weighted-average shares of common stock outstanding for periods that result in adjusted net income, and basic weighted-average shares outstanding for periods that result in an adjusted net loss. Some of the adjustments described above may not be applicable in any given reporting period and may vary from period to period.

      The company's management uses these non-GAAP financial measures to understand and compare operating results across accounting periods, to understand cash that is generated by or available for operational expenses and investment in the business after capital expenditures, for internal budgeting and forecasting purposes, for short- and long-term operating plans, and to evaluate the company's financial performance. Management believes these non-GAAP financial measures reflect the company's ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in the company's business as they exclude expenses that are not reflective of ongoing operating results. Management also believes that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating the company's operating results and prospects in the same manner as management and in comparing financial results across accounting periods and to those of peer companies.

      The use of adjusted EBITDA (loss), adjusted free cash flow, adjusted unlevered free cash flow, adjusted net income (loss), and adjusted net income (loss) per share measures has certain limitations, as they do not reflect all items of income and expense that affect the company's operations. The company compensates for these limitations by reconciling the non-GAAP financial measures to the most directly comparable GAAP financial measures. These non-GAAP financial measures should be considered in addition to, not as a substitute for or in isolation from, measures prepared in accordance with GAAP. Further, these non-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore comparability may be limited. Management encourages investors and others to review the company's financial information in its entirety and not rely on a single financial measure.

      Conference Call Information

      What:


      2U's third quarter 2023 financial results conference call

      When:


      Thursday, November 9, 2023

      Time:


      4:30 p.m. ET

      Live Call:


      (888) 330-2446

      Conference ID #:


      1153388

      Webcast:


      investor.2U.com

      About 2U, Inc. (Nasdaq: TWOU)

      2U is a global leader in online education. Guided by its founding mission to eliminate the back row in higher education, 2U has spent 15 years advancing the technology and innovation to deliver world-class learning outcomes at scale. Through its global online learning platform edX, 2U connects more than 81 million people with thousands of affordable, career-relevant learning opportunities in partnership with 250 of the world's leading universities, institutions, and industry experts. From free courses to full degrees, 2U is creating a better future for all through the power of high-quality online education. Learn more at 2U.com.

      Cautionary Language Concerning Forward-Looking Statements

      This press release contains forward-looking statements regarding 2U, Inc.'s future business expectations, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release, including statements regarding future results of operations and financial position of 2U, including financial targets, business strategy, and plans and objectives for future operations, are forward-looking statements. 2U has based these forward-looking statements largely on its estimates of its financial results and its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs as of the date of this press release. The company undertakes no obligation to update these statements as a result of new information or future events. These forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from the results predicted, including, but not limited to:

      • trends in the higher education market and the market for online education, and expectations for growth in those markets;
      • the company's ability to maintain minimum recurring revenues or other financial ratios through the maturity date of its amended term loan facilities;
      • the acceptance, adoption and growth of online learning by colleges and universities, faculty, students, employers, accreditors and state and federal licensing bodies;
      • the impact of competition on the company's industry and innovations by competitors;
      • the company's ability to comply with evolving regulations and legal obligations related to data privacy, data protection and information security;
      • the company's expectations about the potential benefits of its cloud-based software-as-a-service technology and technology-enabled services to university clients and students;
      • the company's dependence on third parties to provide certain technological services or components used in its platform;
      • the company's expectations about the predictability, visibility and recurring nature of its business model;
      • the company's ability to meet the anticipated launch dates of its offerings;
      • the company's ability to acquire new clients and expand its offerings with existing university clients;
      • the company's ability to strategically exit certain programs that no longer align with its business objectives;
      • the company's ability to successfully integrate the operations of its acquisitions, including the edX acquisition, to achieve the expected benefits of its acquisitions and manage, expand and grow the combined company;
      • the company's ability to refinance its indebtedness on attractive terms, if at all, to better align with its focus on profitability and address impending maturities;
      • the company's ability to service its substantial indebtedness and comply with the covenants and conversion obligations contained in the indentures governing its 2.25% convertible senior notes due 2025 and 4.50% convertible senior notes due 2030 and the credit agreement governing its revolving credit facility;
      • the company's ability to implement its platform strategy and achieve the expected benefits;
      • the company's ability to generate sufficient future operating cash flows from recent acquisitions to ensure related goodwill is not impaired;
      • the company's ability to execute its growth strategy, including internationally and growing its enterprise business;
      • the company's ability to continue to recruit prospective students for its offerings;
      • the company's ability to maintain or increase student retention rates in its degree programs;
      • the company's ability to attract, hire and retain qualified employees;
      • the company's expectations about the scalability of its cloud-based platform;
      • potential changes in laws, regulations or guidance applicable to the company or its university clients;
      • the company's expectations regarding the amount of time its cash balances and other available financial resources will be sufficient to fund its operations;
      • the impact and cost of stockholder activism;
      • the potential negative impact of the significant decline in the market price of the company's common stock, including the impairment of goodwill and indefinite-lived intangible assets;
      • the impact of any natural disasters or public health emergencies, such as the COVID-19 pandemic;
      • the company's expectations regarding the effect of the capped call transactions and regarding actions of the option counterparties and/or their respective affiliates; and
      • other factors beyond the company's control.

      These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, and other SEC filings. Moreover, 2U operates in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for 2U management to predict all risks, nor can 2U assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements 2U may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated.

      Investor Relations Contact: [email protected]

      Media Contact: [email protected]

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



      September 30,
      2023


      December 31,
      2022






      (unaudited)



      Assets




      Current assets




      Cash and cash equivalents

      $           41,141


      $         167,518

      Restricted cash

      12,710


      15,060

      Accounts receivable, net

      113,202


      62,826

      Other receivables, net

      29,196


      33,813

      Prepaid expenses and other assets

      37,722


      43,090

      Total current assets

      233,971


      322,307

      Other receivables, net, non-current

      18,388


      14,788

      Property and equipment, net

      42,387


      45,855

      Right-of-use assets

      65,292


      72,361

      Goodwill

      712,644


      734,620

      Intangible assets, net

      386,272


      549,755

      Other assets, non-current

      78,981


      71,173

      Total assets

      $      1,537,935


      $      1,810,859

      Liabilities and stockholders' equity




      Current liabilities




      Accounts payable and accrued expenses

      $         128,316


      $         110,020

      Deferred revenue

      116,276


      90,161

      Lease liability

      15,106


      13,909

      Accrued restructuring liability

      11,451


      6,692

      Other current liabilities

      43,485


      58,210

      Total current liabilities

      314,634


      278,992

      Long-term debt

      878,124


      928,564

      Deferred tax liabilities, net

      310


      282

      Lease liability, non-current

      86,381


      99,709

      Other liabilities, non-current

      2,007


      1,796

      Total liabilities

      1,281,456


      1,309,343

      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, 81,630,808 shares issued
           and outstanding as of September 30, 2023; 78,334,666 shares issued and outstanding as
           of December 31, 2022

      82


      78

      Additional paid-in capital

      1,738,092


      1,700,855

      Accumulated deficit

      (1,455,131)


      (1,179,972)

      Accumulated other comprehensive loss

      (26,564)


      (19,445)

      Total stockholders' equity

      256,479


      501,516

      Total liabilities and stockholders' equity

      $      1,537,935


      $      1,810,859

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



      Three Months Ended
      September 30,


      Nine Months Ended
      September 30,


      2023


      2022


      2023


      2022


      (unaudited)

      Revenue

      $         229,699


      $         232,238


      $         690,292


      $         727,031

      Costs and expenses








      Curriculum and teaching

      32,143


      31,558


      99,085


      96,933

      Servicing and support

      31,484


      36,110


      101,178


      112,795

      Technology and content development

      45,877


      43,976


      135,611


      140,649

      Marketing and sales

      96,256


      94,311


      292,313


      341,643

      General and administrative

      36,801


      39,388


      108,708


      131,146

      Restructuring charges

      14,085


      11,632


      22,582


      29,172

      Impairment charges

      —


      79,509


      134,117


      138,291

      Total costs and expenses

      256,646


      336,484


      893,594


      990,629

      Loss from operations

      (26,947)


      (104,246)


      (203,302)


      (263,598)

      Interest income

      363


      269


      1,099


      767

      Interest expense

      (19,167)


      (15,913)


      (55,040)


      (43,709)

      Debt modification expense and loss on debt
           extinguishment

      —


      —


      (16,735)


      —

      Other income (expense), net

      (1,585)


      (1,845)


      (751)


      (4,242)

      Loss before income taxes

      (47,336)


      (121,735)


      (274,729)


      (310,782)

      Income tax (expense) benefit

      (107)


      59


      (430)


      474

      Net loss

      $          (47,443)


      $       (121,676)


      $       (275,159)


      $       (310,308)

      Net loss per share, basic and diluted

      $              (0.58)


      $              (1.57)


      $              (3.42)


      $              (4.03)

      Weighted-average shares of common stock
            outstanding, basic and diluted

      81,515,246


      77,692,911


      80,470,221


      77,013,180

      Other comprehensive income (loss)








      Foreign currency translation adjustments, net of tax of
           $0 for all periods presented

      185


      (5,637)


      (7,119)


      (5,982)

      Comprehensive loss

      $          (47,258)


      $       (127,313)


      $       (282,278)


      $       (316,290)

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



      Nine Months Ended
      September 30,


      2023


      2022


      (unaudited)

      Cash flows from operating activities




      Net loss

      $       (275,159)


      $       (310,308)

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




      Non-cash interest expense

      10,488


      9,929

      Depreciation and amortization expense

      86,846


      95,070

      Stock-based compensation expense

      35,986


      62,740

      Non-cash lease expense

      13,164


      16,507

      Restructuring

      838


      9,523

      Impairment charges

      134,117


      138,291

      Provision for credit losses

      6,558


      6,129

      Loss on debt extinguishment

      12,123


      —

      Other

      794


      4,660

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




      Accounts receivable, net

      (54,612)


      (36,253)

      Other receivables, net

      (2,207)


      (2,867)

      Prepaid expenses and other assets

      (1,095)


      1,973

      Accounts payable and accrued expenses

      19,888


      (12,964)

      Deferred revenue

      26,348


      43,252

      Other liabilities, net

      (31,597)


      (27,124)

      Net cash used in operating activities

      (17,520)


      (1,442)

      Cash flows from investing activities




      Purchase of a business, net of cash acquired

      —


      5,010

      Additions of amortizable intangible assets

      (32,442)


      (50,155)

      Purchases of property and equipment

      (4,335)


      (8,777)

      Advances made to university clients

      —


      (310)

      Advances repaid by university clients

      200


      200

      Other

      1


      (17)

      Net cash used in investing activities

      (36,576)


      (54,049)

      Cash flows from financing activities




      Proceeds from debt

      309,223


      530

      Payments on debt

      (373,914)


      (5,313)

      Prepayment premium on extinguishment of senior secured term loan facility

      (5,666)


      —

      Payment of debt issuance costs

      (4,411)


      —

      Tax withholding payments associated with settlement of restricted stock units

      (957)


      (2,320)

      Proceeds from exercise of stock options

      110


      1,083

      Proceeds from employee stock purchase plan share purchases

      2,102


      1,282

      Net cash used in financing activities

      (73,513)


      (4,738)

      Effect of exchange rate changes on cash

      (1,118)


      (4,530)

      Net decrease in cash, cash equivalents and restricted cash

      (128,727)


      (64,759)

      Cash, cash equivalents and restricted cash, beginning of period

      182,578


      249,909

      Cash, cash equivalents and restricted cash, end of period

      $           53,851


      $         185,150

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


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



      Three Months Ended
      September 30,


      Nine Months Ended
      September 30,


      2023


      2022


      2023


      2022










      (in thousands, except share and per share amounts)

      Revenue

      $      229,699


      $      232,238


      $      690,292


      $      727,031









      Net loss

      $      (47,443)


      $    (121,676)


      $    (275,159)


      $    (310,308)

      Stock-based compensation expense

      10,440


      15,967


      35,986


      62,740

      Other (income) expense, net

      1,585


      1,845


      751


      4,242

      Amortization of acquired intangible assets

      7,691


      9,187


      26,537


      42,516

      Income tax benefit on amortization of acquired intangible
            assets

      (19)


      (326)


      (57)


      (1,201)

      Impairment charges

      —


      79,509


      134,117


      138,291

      Debt modification expense and loss on debt
           extinguishment

      —


      —


      16,735


      —

      Restructuring charges

      14,085


      11,632


      22,582


      29,172

      Other*

      1,553


      343


      4,383


      5,025

      Adjusted net loss

      (12,108)


      (3,519)


      (34,125)


      (29,523)

      Net interest expense

      18,804


      15,644


      53,941


      42,942

      Income tax expense

      126


      267


      487


      727

      Depreciation and amortization expense

      21,807


      20,126


      60,309


      52,554

      Adjusted EBITDA

      $        28,629


      $        32,518


      $        80,612


      $        66,700









      Adjusted EBITDA margin

      12 %


      14 %


      12 %


      9 %

      Net loss per share, basic and diluted

      $          (0.58)


      $          (1.57)


      $          (3.42)


      $          (4.03)

      Adjusted net loss per share, basic and diluted

      $          (0.15)


      $          (0.05)


      $          (0.42)


      $          (0.38)

      Weighted-average shares of common stock outstanding,
            basic and diluted

      81,515,246


      77,692,911


      80,470,221


      77,013,180





      *


      Includes (i) transaction and integration expense of $0.1 million and $0.0 million for the three months ended September 30, 2023 and 2022, respectively, and $0.3 million and $3.4 million for the nine months ended September 30, 2023 and 2022, and (ii) litigation-related expense of $1.5 million and $0.3 million for the three months ended September 30, 2023 and 2022, respectively, and $4.1 million and $1.6 million for the nine months ended September 30, 2023 and 2022.

      2U, Inc.
      Reconciliation of Non-GAAP Measures - Adjusted EBITDA by Segment
      (unaudited)


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



      Degree Program Segment


      Alternative Credential Segment


      Consolidated


      Three Months Ended

      September 30,


      Three Months Ended

      September 30,


      Three Months Ended

      September 30,


      2023


      2022


      2023


      2022


      2023


      2022














      (in thousands)

      Revenue

      $   137,604


      $   137,242


      $     92,095


      $     94,996


      $   229,699


      $   232,238













      Net loss

      $    (12,458)


      $      (4,620)


      $    (34,985)


      $ (117,056)


      $    (47,443)


      $ (121,676)

      Adjustments:












      Stock-based compensation
           expense

      6,748


      8,989


      3,692


      6,978


      10,440


      15,967

      Other (income) expense, net

      407


      441


      1,178


      1,404


      1,585


      1,845

      Net interest expense (income)

      18,939


      15,710


      (135)


      (66)


      18,804


      15,644

      Income tax expense (benefit)

      69


      (38)


      38


      (21)


      107


      (59)

      Depreciation and amortization
           expense

      14,989


      13,770


      14,509


      15,543


      29,498


      29,313

      Impairment charges

      —


      —


      —


      79,509


      —


      79,509

      Restructuring charges

      13,400


      10,295


      685


      1,337


      14,085


      11,632

      Other

      1,553


      360


      —


      (17)


      1,553


      343

      Total adjustments

      56,105


      49,527


      19,967


      104,667


      76,072


      154,194

      Total adjusted EBITDA (loss)

      $     43,647


      $     44,907


      $    (15,018)


      $    (12,389)


      $     28,629


      $     32,518













      Adjusted EBITDA margin

      32 %


      33 %


      (16) %


      (13) %


      12 %


      14 %

      2U, Inc.
      Reconciliation of Non-GAAP Measures - Adjusted EBITDA by Segment
      (unaudited)


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



      Degree Program Segment


      Alternative Credential Segment


      Consolidated


      Nine Months Ended

      September 30,


      Nine Months Ended

      September 30,


      Nine Months Ended

      September 30,


      2023


      2022


      2023


      2022


      2023


      2022














      (in thousands)

      Revenue

      $   397,578


      $   434,499


      $   292,714


      $   292,532


      $   690,292


      $   727,031













      Net loss

      $    (34,186)


      $    (25,890)


      $ (240,973)


      $ (284,418)


      $ (275,159)


      $ (310,308)

      Adjustments:












      Stock-based compensation
            expense

      21,202


      34,624


      14,784


      28,116


      35,986


      62,740

      Other (income) expense, net

      (1,400)


      1,688


      2,151


      2,554


      751


      4,242

      Net interest expense (income)

      54,263


      43,144


      (322)


      (202)


      53,941


      42,942

      Income tax expense (benefit)

      315


      (127)


      115


      (347)


      430


      (474)

      Depreciation and amortization
           expense

      42,252


      41,273


      44,594


      53,797


      86,846


      95,070

      Impairment charges

      —


      —


      134,117


      138,291


      134,117


      138,291

      Debt modification expense
           and loss on debt 
           extinguishment

      16,735


      —


      —


      —


      16,735


      —

      Restructuring charges

      20,426


      21,236


      2,156


      7,936


      22,582


      29,172

      Other

      4,355


      4,316


      28


      709


      4,383


      5,025

      Total adjustments

      158,148


      146,154


      197,623


      230,854


      355,771


      377,008

      Total adjusted EBITDA (loss)

      $   123,962


      $   120,264


      $    (43,350)


      $    (53,564)


      $     80,612


      $     66,700













      Adjusted EBITDA margin

      31 %


      28 %


      (15) %


      (18) %


      12 %


      9 %

      2U, Inc.
      Reconciliation of Non-GAAP Measures - Adjusted Free Cash Flow and Adjusted Unlevered Free Cash Flow
      (unaudited)


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



      Trailing Twelve Months Ended


      September 30,

      2023


      June 30,

      2023


      March 31,

      2023


      December 31,

      2022










      (in thousands)

      Net cash (used in) provided by operating activities

      $            (5,149)


      $          (16,536)


      $           38,472


      $           10,927

      Additions of amortizable intangible assets

      (44,733)


      (50,619)


      (55,544)


      (62,445)

      Purchases of property and equipment

      (7,313)


      (8,640)


      (11,210)


      (11,755)

      Payments to university clients

      1,050


      3,550


      6,425


      6,775

      Non-ordinary cash payments*

      34,618


      36,101


      32,282


      24,157

      Adjusted free cash flow

      (21,527)


      (36,144)


      10,425


      (32,341)

      Cash interest payments on debt

      53,473


      47,802


      48,118


      43,826

      Adjusted unlevered free cash flow

      $           31,946


      $           11,658


      $           58,543


      $           11,485





      *


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

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


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



      Year Ending
      December 31, 2023


      (in millions)

      Net loss

      $              (245.0)

      Stock-based compensation expense

      50.0

      Amortization of acquired intangible assets

      36.0

      Impairment charges

      134.1

      Debt modification expense and loss on debt extinguishment

      16.7

      Restructuring charges

      22.6

      Other

      5.1

      Adjusted net income

      19.5

      Net interest expense

      72.0

      Income tax expense

      0.5

      Depreciation and amortization expense

      78.0

      Adjusted EBITDA

      $                170.0

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

      Full Course Equivalent Enrollments


      Degree Program Segment


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



      Q3 '23


      Q2 '23


      Q1 '23


      Q4 '22


      Q3 '22


      Q2 '22


      Q1 '22


      Q4 '21

      Degree Program Segment FCE     
      enrollments

      45,284


      50,490


      55,491


      53,631


      57,092


      60,303


      62,609


      58,967

      Degree Program Segment average
            revenue per FCE enrollment*

      $  3,039


      $  2,367


      $  2,532


      $  2,557


      $  2,404


      $  2,373


      $  2,462


      $  2,585





      *


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

      Alternative Credential Segment*


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



      Q3 '23


      Q2 '23


      Q1 '23


      Q4 '22


      Q3 '22


      Q2 '22


      Q1 '22


      Q4 '21

      Alternative Credential Segment FCE
           enrollments

      25,318


      25,840


      21,990


      24,236


      23,128


      23,443


      22,664


      21,153

      Alternative Credential Segment
            average revenue per FCE enrollment

      $  3,428


      $  3,591


      $  4,193


      $  3,840


      $  3,850


      $  3,891


      $  4,012


      $  4,312





      *


      FCE enrollments and average revenue per FCE enrollment exclude the impact of enrollments in edX offerings and the related revenue of $5.3 million and $5.9 million for the three months ended September 30, 2023 and 2022, respectively, and $20.9 million and $21.3 million for the nine months ended September 30, 2023 and 2022, respectively.

      SOURCE 2U, Inc.

      Modal title

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