Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

February 12, 2024

2U, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


		Delaware
		(STATE OF INCORPORATION)
001-36376			26-2335939
(COMMISSION FILE NUMBER)			(IRS EMPLOYER ID. NUMBER)

7900 Harkins Road			20706
Lanham,	MD
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)			(ZIP CODE)

(301) 892-4350

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.001 par value per share

TWOU

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition

On February 12, 2024, 2U, Inc. (the “Company”) issued a press release announcing its results for the quarter and year ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.

The information in this Item 2.02, and Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any incorporation language in such a filing, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit Number			Exhibit Description
99.1			Press Release, dated February 12, 2024, “2U Reports Results for Fourth Quarter and Full-Year 2023”
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	2U, Inc.

February 12, 2024	By:	/s/ Matthew J. Norden
		Matthew J. Norden
		Chief Financial Officer

2U Reports Results for Fourth Quarter and Full-Year 2023

LANHAM, Md. — February 12, 2024 — 2U, Inc. (Nasdaq: TWOU), a leading online education platform company, today reported financial and operating results for the quarter and full-year ended December 31, 2023.

“I am proud to lead 2U through the next chapter of its journey,” said Paul Lalljie, Chief Executive Officer of 2U. “We finished the year with strong performance, particularly in our executive education business, and a new organizational structure designed to enhance transparency and alignment across the company. We are resetting and enhancing our operations with renewed financial discipline. Looking ahead, we believe this renewed focus, along with our market-proven offerings, robust partner network, and scalable technology and services, will allow us to take advantage of increasing demand for high-quality online education and continue to deliver on our mission.”

“Our immediate focus in 2024 is to strengthen the fundamentals of our business in order to extend our debt maturities and restore a healthy balance sheet,” added Matthew Norden, Chief Financial Officer of 2U. “The measures we have already implemented are good first steps to enhancing our operational efficiency and improving our adjusted EBITDA and free cash flow, but we are not done. We are undergoing a comprehensive review of our business to streamline and consolidate costs, implement rigorous criteria for new programs, and optimize staffing levels in key functional areas while maintaining the quality of our offerings to partners and students. We are approaching the future with new financial discipline, providing us with the foundation to actively manage our upcoming maturities and build a scalable business.”

Results for Fourth Quarter 2023 compared to Fourth Quarter 2022

•Revenue increased 8% to $255.7 million

•Degree Program Segment revenue increased 19% to $163.5 million

•Alternative Credential Segment revenue decreased 7% to $92.2 million

•Net loss was $42.4 million, or $0.52 per share, and includes non-cash impairment charges of $62.8 million

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

•Adjusted EBITDA increased 54% to $90.2 million; a margin of 35%

•Adjusted net income was $49.5 million, or $0.48 per share

Results for Full-Year 2023 compared to Full-Year 2022

•Revenue decreased 2% to $946.0 million

•Degree Program Segment revenue decreased 2% to $561.0 million

•Alternative Credential Segment revenue decreased 2% to $384.9 million

•Net loss was $317.6 million, or $3.93 per share, and includes non-cash impairment charges of $196.9 million

Non-GAAP Results for Full-Year 2023 compared to Full-Year 2022

•Adjusted EBITDA increased 37% to $170.8 million; a margin of 18%

•Adjusted net income was $15.4 million, or $0.19 per share

Discussion of 2023 Results

Revenue for the quarter totaled $255.7 million, an 8% increase from $236.0 million in the fourth quarter of 2022. Revenue from the Degree Program Segment increased $26.4 million, or 19%, and included $54.6 million of revenue recognized from the mutually negotiated exit of certain degree programs, also referred to as portfolio management activities. Revenue from the Alternative Credential Segment decreased $6.7 million, or 7%, primarily due to lower enrollments in coding boot camp offerings, partially offset by 8% growth in FCE enrollments in executive education offerings.

Revenue for the year totaled $946.0 million, a 2% decrease from $963.1 million in 2022. Revenue from the Degree Program Segment decreased $10.6 million, or 2%, and included $88.0 million of revenue recognized from portfolio management activities. Revenue from the Alternative Credential Segment decreased $6.6 million, or 2%, primarily due to lower enrollments in coding boot camp offerings, partially offset by 8% growth in FCE enrollments in executive education offerings.

Costs and expenses for the quarter totaled $278.2 million, a 21% increase from $230.6 million in the fourth quarter of 2022. Fourth quarter costs and expenses included $62.8 million of non-cash impairment charges to goodwill for which the company did not have a corresponding expense in the fourth quarter of 2022. The remaining change in costs and expenses, a decrease of $15.2 million, was primarily driven by a $27.2 million decrease in personnel and personnel-related expense and a $4.6 million decrease in depreciation and amortization expense. These decreases were partially offset by a $9.6 million increase in restructuring charges, primarily driven by changes to the company’s organizational structure, a $4.0 million increase in paid marketing costs, and a $3.1 million increase in transaction and integration expense.

Costs and expenses for the year totaled $1.17 billion, a 4% decrease from $1.22 billion in 2022. This $49.5 million decrease in costs and expenses includes a $58.6 million increase in non-cash impairment charges to goodwill and indefinite-lived intangible assets. The remaining change in costs and expenses, a decrease of $108.1 million, was primarily driven by a $66.6 million decrease in personnel and personnel-related expense, a $25.5 million decrease in paid marketing costs, a $12.8 million decrease in depreciation and amortization expense, and an $11.5 million decrease in lease and facility expense.

Liquidity and Cash Flow

As of December 31, 2023, the company’s cash, cash equivalents, and restricted cash totaled $73.4 million, a decrease of $109.2 million from $182.6 million as of December 31, 2022. As of December 31, 2023, the company’s total debt was $904.7 million, including borrowings of $40.0 million under the company’s revolving credit facility.

In January 2024, the company entered into a receivables factoring transaction with Morgan Stanley Senior Funding (“Morgan Stanley”) whereby Morgan Stanley has committed to purchase up to $86.2 million of receivables owing to the company related to portfolio management activities at a purchase rate of 88%.

The company expects that if it does not amend or refinance its term loan, or raise capital to reduce its debt in the short term, and in the event the obligations under its term loan accelerate or come due within twelve months from the date of its financial statement issuance in accordance with its current terms, there is substantial doubt about its ability to continue as a going concern. The company’s financial statements will be included in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Business Highlights

•Transitioned to a new organizational structure with an executive leading each of the company’s business segments. Andrew Hermalyn has been appointed President of the Degree Program Segment, and Aaron McCullough has been appointed President of the Alternative Credential Segment.

•Announced new offerings under our flexible degree partnership model:

◦The University of Birmingham - seven new online master’s degrees across in-demand fields including data science, digital media, and marketing;

◦The University of Surrey - fifteen online master’s degrees to be launched over three years, plus more than 15 professional certificate programs in the fields of technology, business, healthcare, communications technologies, and sustainability.

•Added 98 new edX courses from 41 unique institutions.

•Added new edX members including the University of Birmingham, Howard University, and Avado.

Forward-Looking Guidance

As of February 12, 2024, the company is initiating its first quarter and full-year 2024 guidance as follows:

First quarter 2024

•Revenue to range from $195 million to $198 million

•Net loss to range from $60 million to $55 million

•Adjusted EBITDA to range from $10 million to $12 million

Full-year 2024

•Revenue to range from $805 million to $815 million

•Net loss to range from $90 million to $85 million

•Adjusted EBITDA to range from $120 million to $125 million

The company is undergoing a comprehensive performance improvement exercise, the potential results of which are not reflected in the guidance above. This effort aims to improve our profitability through cost control and contribution margin improvement across both segments, optimize our operating model, ensure staffing levels align with business priorities across functional areas, and deleverage our balance sheet. In addition, guidance assumes the following: (i) no new portfolio management activities in 2024 and (ii) revenue from 2023 portfolio management activities of $10 million in the first quarter of 2024 and $15 million in full-year 2024.

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

Non-GAAP Measures

To provide investors and others with additional information regarding 2U’s results, the company has disclosed the following non-GAAP financial measures: adjusted EBITDA (loss), adjusted EBITDA margin, adjusted free cash flow, adjusted unlevered free cash flow, adjusted net income (loss), and adjusted net income (loss) per share. The company has provided a reconciliation of each non-GAAP financial measure used in this earnings release to the most directly comparable GAAP financial measure. The company defines adjusted EBITDA (loss) as net income or net loss, as applicable, before net interest income (expense), other income (expense), net, taxes, depreciation and amortization expense, transaction costs, integration costs, 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 fourth quarter and full-year 2023 financial results conference call
When:						Monday, February 12, 2024
Time:						4:30 p.m. ET
Live Call:						(888) 330-2446
Conference ID #:						1153388
Webcast:						investor.2U.com

About 2U, Inc. (Nasdaq: TWOU)

2U is a global leader in online education. Guided by its founding mission to eliminate the back row in higher education, 2U has spent 15 years advancing the technology and innovation to deliver world-class learning outcomes at scale. Through its global online learning platform edX, 2U connects more than 83 million people with thousands of affordable, career-relevant learning opportunities in partnership with 260 of the world's leading universities, institutions, and industry experts. From free courses to full degrees, 2U is creating a better future for all through the power of high-quality online education. Learn more at 2U.com.

Cautionary Language Concerning Forward-Looking Statements

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

•trends in the higher education market and the market for online education, and expectations for growth in those markets;

•the company’s ability to maintain minimum recurring revenues or other financial ratios 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 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 senior management and other key personnel;

•the company’s expectations about the scalability of its cloud-based platform;

•potential changes in laws, regulations or guidance applicable to the company or its university clients;

•the company’s expectations regarding the amount of time its cash balances and other available financial resources will be sufficient to fund its operations;

•the impact and cost of stockholder activism;

•the potential negative impact of the significant decline in the market price of the company’s common stock, including the impairment of goodwill and indefinite-lived intangible assets;

•the expected impact of our 2022 Strategic Realignment Plan, or similar performance improvement initiatives, and the estimated savings and amounts expected to be incurred in connection therewith;

•the impact of any natural disasters or public health emergencies, such as the COVID-19 pandemic;

•the company’s expectations regarding the effect of the capped call transactions and 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: investorinfo@2U.com

Media Contact: media@2U.com

2U, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)


	December 31, 2023		December 31, 2022

	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	60,689	$	167,518
Restricted cash	12,710		15,060
Accounts receivable, net	115,944		62,826
Other receivables, net	28,293		33,813
Prepaid expenses and other assets	33,828		43,090
Total current assets	251,464		322,307
Other receivables, net, non-current	12,507		14,788
Property and equipment, net	40,233		45,855
Right-of-use assets	63,986		72,361
Goodwill	651,498		734,620
Intangible assets, net	371,198		549,755
Other assets, non-current	68,797		71,173
Total assets	$	1,459,683	$	1,810,859
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued expenses	$	103,378	$	110,020
Deferred revenue	81,949		90,161
Lease liability	15,158		13,909
Accrued restructuring liability	14,506		6,692
Other current liabilities	44,348		58,210
Total current liabilities	259,339		278,992
Long-term debt	896,514		928,564
Deferred tax liabilities, net	323		282
Lease liability, non-current	83,297		99,709
Other liabilities, non-current	1,165		1,796
Total liabilities	1,240,638		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, 82,260,619 shares issued and outstanding as of December 31, 2023; 78,334,666 shares issued and outstanding as of December 31, 2022	83		78
Additional paid-in capital	1,741,657		1,700,855
Accumulated deficit	(1,497,579)		(1,179,972)
Accumulated other comprehensive loss	(25,116)		(19,445)
Total stockholders’ equity	219,045		501,516
Total liabilities and stockholders’ equity	$	1,459,683	$	1,810,859

2U, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)


	Three Months Ended December 31,				Year Ended December 31,
	2023		2022		2023		2022
	(unaudited)		(unaudited)		(unaudited)
Revenue	$	255,661	$	236,049	$	945,953	$	963,080
Costs and expenses
Curriculum and teaching	30,219		32,953		129,304		129,886
Servicing and support	27,120		35,002		128,298		147,797
Technology and content development	40,607		49,823		176,218		190,472
Marketing and sales	79,816		80,504		372,129		422,147
General and administrative	23,972		28,272		132,680		159,418
Restructuring charges	13,674		4,067		36,256		33,239
Impairment charges	62,754		—		196,871		138,291
Total costs and expenses	278,162		230,621		1,171,756		1,221,250
(Loss) income from operations	(22,501)		5,428		(225,803)		(258,170)
Interest income	862		398		1,961		1,165
Interest expense	(19,533)		(18,525)		(74,573)		(62,234)
Debt modification expense and loss on debt extinguishment	—		—		(16,735)		—
Other (expense) income, net	(52)		427		(803)		(3,815)
Loss before income taxes	(41,224)		(12,272)		(315,953)		(323,054)
Income tax (expense) benefit	(1,224)		429		(1,654)		903
Net loss	$	(42,448)	$	(11,843)	$	(317,607)	$	(322,151)
Net loss per share, basic and diluted	$	(0.52)	$	(0.15)	$	(3.93)	$	(4.17)
Weighted-average shares of common stock outstanding, basic and diluted	82,140,194		78,261,601		80,891,146		77,327,850

Other comprehensive loss (income)
Foreign currency translation adjustments, net of tax of $0 for all periods presented	1,448		2,448		(5,671)		(3,534)
Comprehensive loss	$	(41,000)	$	(9,395)	$	(323,278)	$	(325,685)

2U, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)


	Year Ended December 31,
	2023		2022		2021
	(unaudited)
Cash flows from operating activities
Net loss	$	(317,607)	$	(322,151)	$	(194,766)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Non-cash interest expense	13,652		19,835		25,403
Depreciation and amortization expense	115,322		128,153		108,448
Stock-based compensation expense	39,688		80,220		97,766
Non-cash lease expense	17,404		21,020		18,933
Restructuring	866		9,555		5,014
Impairment charges	196,871		138,291		—
Provision for credit losses	10,017		8,610		8,036
Loss on debt extinguishment	12,123		—		1,101
Gain on sale of investment	—		—		(27,762)
Other	965		5,443		2,515
Changes in operating assets and liabilities, net of assets and liabilities acquired:
Accounts receivable, net	(58,972)		(3,041)		(31,756)
Other receivables, net	2,980		(517)		(27,001)
Prepaid expenses and other assets	13,504		4,833		(7,636)
Accounts payable and accrued expenses	(436)		(42,735)		21,212
Deferred revenue	(8,657)		5,326		9,388
Other liabilities, net	(41,151)		(41,915)		(26,969)
Net cash (used in) provided by operating activities	(3,431)		10,927		(18,074)
Cash flows from investing activities
Purchase of a business, net of cash acquired	—		5,010		(761,118)
Additions of amortizable intangible assets	(44,010)		(62,445)		(60,546)
Purchases of property and equipment	(6,021)		(11,755)		(9,788)
Purchase of investments	—		—		(1,000)
Proceeds from investments	—		—		38,818
Advances made to university clients	—		(310)		—
Advances repaid by university clients	200		200		200
Other	—		(50)		—
Net cash used in investing activities	(49,831)		(69,350)		(793,434)
Cash flows from financing activities

Proceeds from debt	329,223		696		569,477
Payments on debt	(375,283)		(7,181)		(4,334)


Prepayment premium on extinguishment of senior secured term loan facility	(5,666)		—		—
Payment of debt issuance costs	(4,411)		—		(11,575)
Tax withholding payments associated with settlement of restricted stock units	(1,093)		(2,850)		(18,780)
Proceeds from exercise of stock options	110		1,128		6,489
Proceeds from employee stock purchase plan share purchases	2,102		1,282		3,583
Net cash (used in) provided by financing activities	(55,018)		(6,925)		544,860
Effect of exchange rate changes on cash	(899)		(1,983)		(2,309)
Net decrease in cash, cash equivalents and restricted cash	(109,179)		(67,331)		(268,957)
Cash, cash equivalents and restricted cash, beginning of period	182,578		249,909		518,866
Cash, cash equivalents and restricted cash, end of period	$	73,399	$	182,578	$	249,909

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 December 31,						Year Ended December 31,
	2023			2022			2023			2022

	(in thousands, except share and per share amounts)
Revenue	$	255,661		$	236,049		$	945,953		$	963,080

Net loss	$	(42,448)		$	(11,843)		$	(317,607)		$	(322,151)
Stock-based compensation expense	3,702			17,480			39,688			80,220
Other expense (income), net	52			(427)			803			3,815
Amortization of acquired intangible assets	7,688			10,901			34,225			53,417
Income tax benefit on amortization of acquired intangible assets	(19)			(1)			(76)			(1,202)
Impairment charges	62,754			—			196,871			138,291
Debt modification expense and loss on debt extinguishment	—			—			16,735			—
Restructuring charges	13,674			4,067			36,256			33,239
Other*	4,079			(1,677)			8,462			3,348
Adjusted net income (loss)	49,482			18,500			15,357			(11,023)
Net interest expense	18,671			18,127			72,612			61,069
Income tax expense (benefit)	1,243			(428)			1,730			299
Depreciation and amortization expense	20,788			22,182			81,097			74,736
Adjusted EBITDA	$	90,184		$	58,381		$	170,796		$	125,081

Adjusted EBITDA margin	35		%	25		%	18		%	13		%
Net loss per share, basic and diluted	$	(0.52)		$	(0.15)		$	(3.93)		$	(4.17)
Adjusted net income (loss) per share, basic	$	0.60		$	0.24		$	0.19		$	(0.14)
Adjusted net income (loss) per share, diluted**	$	0.48		$	0.23		$	0.19		$	(0.14)
Weighted-average shares of common stock outstanding, basic	82,140,194			78,261,601			80,891,146			77,327,850
Weighted-average shares of common stock outstanding, diluted	112,909,097			78,921,457			82,331,052			77,327,850



*						Includes (i) transaction and integration expense of $3.3 million and $0.2 million for the three months ended December 31, 2023 and 2022, respectively, and $3.6 million and $3.6 million for the years ended December 31, 2023 and 2022, respectively and (ii) litigation-related expense (recoveries) of $0.8 million and $(1.9) million for the three months ended December 31, 2023 and 2022, respectively, and $4.9 million and $(0.3) million for the years ended December 31, 2023 and 2022, respectively.
**						For the purposes of calculating adjusted net income per share on a diluted basis, interest expense associated with the company’s convertible notes of $5.0 million has been added back to adjusted net income for the three months ended December 31, 2023. For all other periods presented, no such adjustment was made as the result would be anti-dilutive.

2U, Inc.

Reconciliation of Non-GAAP Measures - Adjusted EBITDA by Segment

(unaudited)

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


	Degree Program Segment						Alternative Credential Segment						Consolidated
	Three Months Ended December 31,						Three Months Ended December 31,						Three Months Ended December 31,
	2023			2022			2023			2022			2023			2022

	(in thousands)
Revenue	$	163,466		$	137,109		$	92,195		$	98,940		$	255,661		$	236,049

Net income (loss)	$	38,120		$	15,093		$	(80,568)		$	(26,936)		$	(42,448)		$	(11,843)
Adjustments:
Stock-based compensation expense	2,180			9,754			1,522			7,726			3,702			17,480
Other expense (income), net	2			(806)			50			379			52			(427)
Net interest expense (income)	18,778			18,197			(107)			(70)			18,671			18,127
Income tax expense (benefit)	100			132			1,124			(561)			1,224			(429)
Depreciation and amortization expense	14,777			16,506			13,699			16,577			28,476			33,083
Impairment charges	—			—			62,754			—			62,754			—

Restructuring charges	12,701			3,292			973			775			13,674			4,067
Other	4,079			(1,705)			—			28			4,079			(1,677)
Total adjustments	52,617			45,370			80,015			24,854			132,632			70,224
Total adjusted EBITDA (loss)	$	90,737		$	60,463		$	(553)		$	(2,082)		$	90,184		$	58,381

Adjusted EBITDA margin	56		%	44		%	(1)		%	(2)		%	35		%	25		%

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
	Year Ended December 31,						Year Ended December 31,						Year Ended December 31,
	2023			2022			2023			2022			2023			2022

	(in thousands)
Revenue	$	561,044		$	571,608		$	384,909		$	391,472		$	945,953		$	963,080

Net income (loss)	$	3,934		$	(10,797)		$	(321,541)		$	(311,354)		$	(317,607)		$	(322,151)
Adjustments:
Stock-based compensation expense	23,382			44,378			16,306			35,842			39,688			80,220
Other (income) expense, net	(1,398)			882			2,201			2,933			803			3,815
Net interest expense (income)	73,041			61,341			(429)			(272)			72,612			61,069
Income tax expense (benefit)	415			5			1,239			(908)			1,654			(903)
Depreciation and amortization expense	57,029			57,779			58,293			70,374			115,322			128,153
Impairment charges	—			—			196,871			138,291			196,871			138,291
Debt modification expense and loss on debt extinguishment	16,735			—			—			—			16,735			—
Restructuring charges	33,127			24,528			3,129			8,711			36,256			33,239
Other	8,434			2,611			28			737			8,462			3,348
Total adjustments	210,765			191,524			277,638			255,708			488,403			447,232
Total adjusted EBITDA (loss)	$	214,699		$	180,727		$	(43,903)		$	(55,646)		$	170,796		$	125,081

Adjusted EBITDA margin	38		%	32		%	(11)		%	(14)		%	18		%	13		%

2U, Inc.

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

(unaudited)

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


	Trailing Twelve Months Ended
	December 31, 2023		September 30, 2023		June 30, 2023		March 31, 2023

	(in thousands)
Net cash (used in) provided by operating activities	$	(3,431)	$	(5,149)	$	(16,536)	$	38,472
Additions of amortizable intangible assets	(44,010)		(44,733)		(50,619)		(55,544)
Purchases of property and equipment	(6,021)		(7,313)		(8,640)		(11,210)
Payments to university clients	1,050		1,050		3,550		6,425
Non-ordinary cash payments*	36,653		34,618		36,101		32,282
Adjusted free cash flow	(15,759)		(21,527)		(36,144)		10,425
Cash interest payments on debt	61,194		53,473		47,802		48,118
Adjusted unlevered free cash flow	$	45,435	$	31,946	$	11,658	$	58,543



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

2U, Inc.

Reconciliation of Non-GAAP Measures

(unaudited)

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


	Three Months Ending March 31, 2024		Year Ending December 31, 2024
	(in millions)
Net loss	$	(57.5)	$	(87.5)
Stock-based compensation expense	12.0		30.0
Amortization of acquired intangible assets	8.0		32.5

Restructuring charges	3.0		12.0
Other	5.5		7.5
Adjusted net income	(29.0)		(5.5)
Net interest expense	20.0		70.0

Depreciation and amortization expense	20.0		58.0
Adjusted EBITDA	$	11.0	$	122.5

2U, Inc.

Key Financial Performance Metrics

(unaudited)

Full Course Equivalent Enrollments

Degree Program Segment

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


	Q4 ‘23		Q3 ‘23		Q2 ‘23		Q1 ‘23		Q4 ‘22		Q3 ‘22		Q2 ‘22		Q1 ‘22
Degree Program Segment FCE enrollments	43,309		45,284		50,490		55,491		53,631		57,092		60,303		62,609
Degree Program Segment average revenue per FCE enrollment*	$	3,774	$	3,039	$	2,367	$	2,532	$	2,557	$	2,404	$	2,373	$	2,462



*						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.


	Q4 ‘23		Q3 ‘23		Q2 ‘23		Q1 ‘23		Q4 ‘22		Q3 ‘22		Q2 ‘22		Q1 ‘22
Alternative Credential Segment FCE enrollments	24,499		25,318		25,840		21,990		24,236		23,128		23,443		22,664
Alternative Credential Segment average revenue per FCE enrollment	$	3,500	$	3,428	$	3,591	$	4,193	$	3,840	$	3,850	$	3,891	$	4,012



*						FCE enrollments and average revenue per FCE enrollment exclude the impact of enrollments in edX offerings and the related revenue of $6.4 million and $5.9 million for the three months ended December 31, 2023 and 2022, respectively, and $27.4 million and $27.2 million for the years ended December 31, 2023 and 2022, respectively.

Document and Entity Information Document	Feb. 12, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 12, 2024
Entity Registrant Name	2U, INC.
Entity Central Index Key	0001459417
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36376
Entity Tax Identification Number	26-2335939
Entity Address, Address Line One	7900 Harkins Road
Entity Address, City or Town	Lanham,
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20706
City Area Code	301
Local Phone Number	892-4350
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	TWOU
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false