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0001261654FALSE00012616542023-08-082023-08-08

____________________________________________________________________________________________________________
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): August 8, 2023

UNIVERSAL TECHNICAL INSTITUTE, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-31923 86-0226984
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
4225 E. Windrose Drive, Suite 200
Phoenix, AZ
(Address of principal executive offices)
85032
(Zip Code)

(623) 445-9500
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

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(s) Name of each exchange on which registered
Common Stock, $0.0001 par value per share UTI New York Stock Exchange

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.



Item 2.02 Results of Operations and Financial Condition.

On August 8, 2023, Universal Technical Institute, Inc. (the "Company") issued a press release reporting third quarter results for fiscal 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference.

The information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
     
Exhibit No.   Description
 
99.1  
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 hereunto duly authorized.
         
    UNIVERSAL TECHNICAL INSTITUTE, INC.
          
August 8, 2023   By:   /s/ Troy R. Anderson
    Name:   Troy R. Anderson
    Title:   Executive Vice President and Chief Financial Officer




EX-99.1 2 exhibit991-q32023earningsp.htm EX-99.1 Document

Exhibit 99.1

Universal Technical Institute Reports Fiscal Year 2023 Third Quarter Results

Raised and adjusted fiscal 2023 financial guidance, including revenue guidance tightened to a range of $602 million to $605 million and adjusted EBITDA guidance raised to a range of $62 million to $64 million.

PHOENIX, ARIZ. - August 8, 2023 - Universal Technical Institute, Inc. (NYSE: UTI), a leading workforce solutions provider of transportation, skilled trades and healthcare education programs, reported financial results for the fiscal 2023 third quarter ended June 30, 2023. Universal Technical Institute, Inc. operates in two reportable segments, Universal Technical Institute (UTI) and Concorde Career Colleges (Concorde), and together with its segments and subsidiaries is referred to as the “Company,” “we,” “us” or “our.”

•Revenue was $153.3 million with UTI contributing $100.9 million and Concorde contributing $52.4 million.
•Net loss of $0.5 million, adjusted net income* of $2.0 million, and adjusted EBITDA* of $11.4 million.
•Total new student starts of 5,300 with UTI increasing 5.3% versus the prior year period and 1,967 contributed by Concorde.
•The Company is raising its adjusted EBITDA*, adjusted net income* and adjusted free cash flow* guidance, and tightening its revenue guidance range.
•The Company’s current year results include Concorde for the seven months ended June 30, 2023, reflecting the December 1, 2022 closing date of the acquisition. Total company year-over-year comparisons are shown on an “as-reported basis,” consistent with the Company’s previously provided fiscal 2023 guidance.

“We continued to execute on our growth and diversification initiatives in the third quarter, performing above our expectations for both revenue and profitability,” said Jerome Grant, CEO of Universal Technical Institute. “We drove strong Concorde student start performance through the quarter and into July. Within the UTI division, we achieved our first quarter of same-store start growth since the third quarter of 2022, a milestone that reflects improving start trends among both local and relocating students. UTI has also launched the first tranche of new programs out of the fourteen planned launches during the fiscal year.”

“Both the Concorde and UTI divisions are continuing to execute on their respective growth drivers for the year. We are planning to launch six new Concorde programs into 2024, with the first programs expected to launch as early as September 2023, and maintain progress with integration. For UTI, we will continue to launch the planned new programs, as well as accelerate enrollment growth across the national campus footprint. As we enter the fourth quarter, we believe we are strongly positioned to execute on our strategic roadmap.”

Financial Results for the Three-Month Period Ended June 30, 2023 Compared to 2022

•Revenues increased 51.8% to $153.3 million compared to $101.0 million primarily due to the $52.4 million addition for the Concorde acquisition.
•Operating expenses rose by 54.1% to $152.6 million, compared to $99.0 million primarily due to the Concorde acquisition.
•Operating income was $0.7 million compared to $2.0 million.
•Net loss was $0.5 million compared to net income of $0.8 million. Adjusted net income* was $2.0 million compared to $5.7 million.
•Basic and diluted loss per share were $(0.05) compared to $(0.01).
•Adjusted EBITDA* was $11.4 million compared to $12.0 million.

1


UTI
•UTI had revenues of $100.9 million, a 0.1% decrease from the prior year quarter revenues of $101.0 million.
•Operating expenses for UTI were $92.7 million, compared to $89.6 million. The increase was primarily due to expenses incurred during the current year for the pending new program launches planned for the fourth quarter of fiscal 2023, and the new campuses and programs launched in the prior year.
•Adjusted EBITDA* was $15.6 million compared to $20.6 million.
•New student starts increased from prior year by 5.3%, while average undergraduate full-time active students decreased 4.0%.

Concorde
•Revenues of $52.4 million.
•Operating expenses were $50.5 million.
•Adjusted EBITDA* was $4.0 million.
•New student starts of 1,967 and 7,050 average undergraduate full-time active students.

*See “Use of Non-GAAP Financial Information” below.

“Our third quarter results reflect the benefits of Concorde’s second full quarter of contribution and solid start performance in both the UTI and Concorde segments,” said Troy Anderson, CFO of Universal Technical Institute. “With our current visibility and the strength of our performance year-to-date, we are tightening our annual revenue guidance and raising our adjusted EBITDA, adjusted net income and adjusted free cash flow guidance for this fiscal year. In conjunction, we are reiterating our previously stated expectations for total new student starts for fiscal year 2023, and we remain confident with our projections of reaching over $700 million in revenue and approaching $100 million in adjusted EBITDA for fiscal year 2024. Across the organization, we are working hard to ensure we continue executing and building momentum, while also facilitating and maintaining our strong student outcomes in the high demand industry segments we serve.”

Balance Sheet and Liquidity

At June 30, 2023, the Company’s total available cash liquidity was $110.5 million, with an additional $8.2 million available from its revolving credit facility. Capital expenditures (“capex”) for the quarter and year total $10.2 million and $22.7 million, respectively, excluding the $26.2 million paid for the purchase of the three primary buildings and associated land at the Orlando, FL campus in March 2023. The primary drivers of capex for the year being the completion of the UTI Austin and Miramar campus buildouts, as well as UTI and Concorde program expansions.

Financial Results for the Nine-Month Period Ended June 30, 2023 Compared to 2022

•Revenues increased 41.9% to $437.1 million compared to $308.1 million primarily due to the $123.1 million addition for the Concorde acquisition.
•Operating expenses rose by 47.3% to $426.1 million, compared to $289.2 million. The acquisition of Concorde contributed $115.7 million. The remainder of the increase was primarily driven by the incremental cost of delivery associated with UTI new campus and program rollouts in the prior year, and both one-time and ongoing investments in support of our growth and diversification strategy.
•Operating income was $11.1 million compared to $18.9 million.
•Net income was $5.6 million compared to $23.0 million. Adjusted net income* was $13.7 million compared to $27.3 million.
•Basic earnings per share was $0.03 compared to $0.36 and diluted earnings per share was $0.03 compared to $0.35.
•Adjusted EBITDA* was $45.1 million compared to $45.2 million.
2


•Adjusted free cash flow* used cash of $1.6 million compared to $3.0 million.

UTI
•UTI had revenues of $314.0 million, a 1.9% increase from the prior year revenues of $308.1 million driven primarily by the new campuses and programs launched in the prior year and overall higher revenue per student, partially offset by lower average undergraduate full-time active students.
•Operating expenses for UTI were $276.2 million, compared to $258.0 million. The increase was primarily due to higher compensation related and other expenses incurred during the current year for the pending new program launches planned for the fourth quarter of fiscal 2023, and the new campuses and programs launched in the prior year.
•Adjusted EBITDA* was $59.6 million compared to $70.8 million.
•New student starts increased 3.7% compared to the prior year, while average undergraduate full-time active students decreased 2.8%.

Concorde (for the seven-month period beginning December 2022 and ended June 2023)
•Revenues of $123.1 million.
•Operating expenses were $115.7 million.
•Adjusted EBITDA* was $12.3 million.
•New student starts of 4,540 and 7,536 average undergraduate full-time active students.

*See “Use of Non-GAAP Financial Information” below.

Student Metrics
Three Months Ended June 30, 2023 Three Months Ended June 30, 2022
UTI Concorde Total UTI Concorde Total
Total new student starts 3,333  1,967  5,300  3,166  —  3,166 
Average undergraduate full-time active students 11,544  7,050  18,594  12,025  —  12,025 
End of period undergraduate full-time active students 11,908  6,581  18,489  12,077  —  12,077 


Nine Months Ended June 30, 2023 Nine Months Ended June 30, 2022
UTI Concorde Total UTI Concorde Total
Total new student starts 7,681  4,540  12,221  7,409  —  7,409 
Average undergraduate full-time active students 12,524  7,536  20,060  12,881  —  12,881 
End of period undergraduate full-time active students 11,908  6,581  18,489  12,077  —  12,077 

For the Company’s most recent investor presentation and quarterly financial supplement, please see its investor relations website at https://investor.uti.edu.

3


Updated Fiscal 2023 Financial Outlook
Updated
FY 2023
($ in millions)
Guidance(2)
New student start growth No change 22,000 - 23,500
Revenue Narrowed range and raised midpoint $602.0 - $605.0
Adjusted net income(1)
Raised range and midpoint $17.0 - $20.0
Adjusted EBITDA(1)
Raised range and midpoint $62.0 - $64.0
Adjusted free cash flow(1)(3)
Raised range and midpoint $44.0 - $46.0

(1)     See the "Use of Non-GAAP Financial Information" below. For a detailed reconciliation of the non-GAAP measures, see the tables following the earnings release.
(2)     Fiscal 2023 reflects UTI estimated results for the full year and Concorde estimated results beginning December 1, 2022. Any growth rates shown are calculated on an "as reported" basis.
(3)     Fiscal 2023 assumes $58.0 million to $60.0 million of total capex, including the purchase of the three buildings and land at the Orlando, FL campus, incremental investments for the Austin and Miramar campuses, program expansions, and a consistent level of annual capital maintenance.

Conference Call

Management will hold a conference call to discuss the financial results for the fiscal 2023 third quarter ended June 30, 2023, on Tuesday, August 8, 2023, at 4:30 p.m. ET.

To participate in the live call, investors are invited to dial (844) 881-0138 (domestic) or (412) 317-6790 (international). A live webcast of the call will be available via the Universal Technical Institute, Inc. investor relations website at https://investor.uti.edu. Please go to the website at least 10 minutes early to register, download and install any necessary audio software. The conference call webcast will be archived for fourteen days at https://investor.uti.edu. Alternatively, the telephone replay can be accessed through August 22, 2023, by dialing (877) 344-7529 (domestic) or (412) 317-0088 (international) and entering passcode 6476290.

Use of Non-GAAP Financial Information

In addition to disclosing financial results that are determined in accordance with U.S. generally accepted accounting principles ("GAAP"), the Company also discloses certain non-GAAP financial information in this press release and may similarly disclose non-GAAP financial information on the related conference call. These financial measures are not recognized measures under GAAP and are not intended to be and should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The Company discloses these non-GAAP financial measures because it believes that they provide investors an additional analytical tool to clarify its results of operations and identify underlying trends. Additionally, the Company believes that these measures may also help investors compare its performance on a consistent basis across time periods. Additional details on our non-GAAP measures and the tables reconciling these measures to the most directly comparable GAAP measure are provided below.

Adjusted EBITDA

For fiscal 2022, the Company defined adjusted EBITDA as net income (loss) before interest expense, interest income, income taxes, depreciation and amortization, adjusted for items not considered as part of the Company's normal recurring operations. Starting in fiscal 2023, the Company defines adjusted EBITDA as net income (loss) before interest expense, interest income, income taxes, depreciation and amortization, adjusted for stock-based compensation expense and items not considered normal recurring operations. Prior year amounts have been restated to include an adjustment for stock-based compensation expense.
4


Adjusted Free Cash Flow

The Company defines adjusted free cash flow as net cash provided by (used in) operating activities less capital expenditures, adjusted for items not considered normal recurring operations.

Adjusted Net Income (Loss)

The Company defines adjusted net income (loss) as net income (loss), adjusted for items that affect trends in underlying performance from year to year and are not considered normal recurring operations, including the income tax effect on the adjustments utilizing the effective tax rate.

We disclose any campus adjustments as direct costs (net of any corporate allocations). Management utilizes adjusted figures as performance measures internally for operating decisions, strategic planning, annual budgeting and forecasting. For the periods presented, this includes acquisition-related costs for both announced and potential acquisitions, integration costs for completed acquisitions, costs related to the purchase of our campuses, start-up costs associated with the Austin, TX and Miramar, FL campus openings and other program expansions, lease accounting adjustments resulting from the purchase of our Lisle, Illinois campus and our campus consolidation efforts, impairment charges related to intangible assets, the income tax benefit recorded as a result of the CARES Act, and severance expenses due to the CEO transition. To obtain a complete understanding of our performance, these measures should be examined in connection with net income (loss) and net cash provided by (used in) operating activities, determined in accordance with GAAP, as presented in the financial statements and notes thereto included in the annual and quarterly filings with the Securities and Exchange Commission (“SEC”). Because the items excluded from these non-GAAP measures are significant components in understanding and assessing our financial performance under GAAP, these measures should not be considered to be an alternative to net income (loss) or net cash provided by (used in) operating activities as a measure of our operating performance or liquidity. Exclusion of items in the non-GAAP presentation should not be construed as an inference that these items are unusual, infrequent or non-recurring. Other companies, including other companies in the education industry, may define and calculate non-GAAP financial measures differently than we do, limiting their usefulness as a comparative measure across similarly titled performance measures presented by other companies. A reconciliation of the historical non-GAAP financial measures to the most directly comparable GAAP measures is provided below and investors are encouraged to review the reconciliations.

Forward Looking Statements

All statements contained in this press release and the related conference call, other than statements of historical fact, are "forward-looking" statements within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). These forward-looking statements which address our expected future business and financial performance, may contain words such as "goal," "target," "future," "estimate," "expect," "anticipate," "intend," "plan," "believe," "seek," "project," "may," "should," "will," the negative form of these expressions or similar expressions. Examples of forward-looking statements include, among others, statements regarding (1) the Company’s expectation that it will meet its fiscal year 2023 guidance for new student start growth (decline), revenue growth, Adjusted net income, Adjusted EBITDA and Adjusted Free Cash Flow; (2) expectation that it will continue to expand its value proposition and build a business that can grow in low-to-mid single digits with potential upside, regardless of the economic environment; (3) the Company’s expectation that it will succeed in new campus launches next year; and (4) the Company’s expectation of the successful integration of the Concorde acquisition. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could affect our actual results include, among other things, impacts related to the COVID-19 pandemic, changes to federal and state educational funding, changes to regulations or agency interpretation of such regulations affecting the for-profit education industry, possible failure or inability to obtain regulatory consents and certifications for new or modified campuses or instruction, potential increased competition, changes in demand for the programs we offer, increased investment in management and capital resources, failure to comply with the restrictive covenants and our ability to pay the amounts when due under the Credit Agreement with Fifth Third Bank, National Association, the effectiveness of our student recruiting, advertising and promotional efforts, changes to interest rates and unemployment, general economic and political conditions, the adoption of new accounting standards, and other risks that are described from time to time in our public filings.
5


Further information on these and other potential factors that could affect the financial results or condition may be found in the company's filings with the SEC. Any forward-looking statements made by us in this press release and the related conference call are based only on information currently available to us and speak only as of the date on which it is made. We expressly disclaim any obligation to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, changes in expectations, any changes in events, conditions or circumstances, or otherwise.

Social Media Disclosure

Universal Technical Institute, Inc uses its websites (https://www.uti.edu/, https://concorde.edu, and https://investor.uti.edu/) and LinkedIn pages (https://www.linkedin.com/school/universal-technical-institute/ and https://www.linkedin.com/school/concorde-career-colleges/) as channels of distribution of information about its programs, its planned financial and other announcements, its attendance at upcoming investor and industry conferences, and other matters. Such information may be deemed material information, and the Company may use these channels to comply with its disclosure obligations under Regulation FD. Therefore, investors should monitor the company's website and its social media accounts in addition to following the company's press releases, SEC filings, public conference calls, and webcasts.

About Universal Technical Institute, Inc.

Universal Technical Institute, Inc. (NYSE: UTI) was founded in 1965 and is a leading workforce solutions provider of transportation, skilled trades and healthcare education programs, whose mission is to serve students, partners, and communities by providing quality education and support services for in-demand careers across a number of highly-skilled fields. The Company is comprised of two divisions: Universal Technical Institute ("UTI") and Concorde Career Colleges ("Concorde"). UTI operates 16 campuses located in 9 states and offers a wide range of transportation and skilled trades technical training programs under brands such as UTI, MIAT College of Technology, Motorcycle Mechanics Institute, Marine Mechanics Institute and NASCAR Technical Institute. Concorde operates across 17 campuses in 8 states, offering programs in the Allied Health, Dental, Nursing, Patient Care and Diagnostic fields. For more information, visit www.uti.edu or www.concorde.edu, or visit us on LinkedIn at @UniversalTechnicalInstitute and @Concorde Career Colleges or on Twitter @news_UTI or @ConcordeCareer.

Company Contact:
Troy R. Anderson
Chief Financial Officer
Universal Technical Institute, Inc.
(623) 445-9365

Media Contact:
Mark Brenner
Vice President, Corporate Affairs & Communications
Universal Technical Institute, Inc.
(623) 445-0872

Investor Relations Contact:
Matt Glover or Jackie Keshner (In thousands, except per share amounts)
Gateway Group, Inc.
(949) 574-3860
UTI@gatewayir.com

(Tables Follow)
6


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)


Three Months Ended June 30, Nine Months Ended June 30,
  2023 2022 2023 2022
Revenues $ 153,286  $ 100,966  $ 437,110  $ 308,127 
Operating expenses:
Educational services and facilities 88,377  53,216  236,715  150,326 
Selling, general and administrative 64,246  45,796  189,335  138,892 
Total operating expenses 152,623  99,012  426,050  289,218 
Income from operations 663  1,954  11,060  18,909 
Other (expense) income:
Interest income 1,632  68  4,260  88 
Interest expense (2,957) (552) (7,017) (1,251)
Other income (expense), net 89  (291) 540  (336)
Total other expense, net (1,236) (775) (2,217) (1,499)
(Loss) income before income taxes (573) 1,179  8,843  17,410 
Income tax benefit (expense) 64  (336) (3,224) 5,609 
Net (loss) income $ (509) $ 843  $ 5,619  $ 23,019 
Preferred stock dividends (1,263) (1,296) (3,791) (3,913)
(Loss) income available for distribution (1,772) (453) 1,828  19,106 
Income allocated to participating securities —  —  (684) (7,272)
Net (loss) income available to common shareholders $ (1,772) $ (453) $ 1,144  $ 11,834 
Earnings per share:
Net (loss) income per share - basic $ (0.05) $ (0.01) $ 0.03  $ 0.36 
Net (loss) income per share - diluted $ (0.05) $ (0.01) $ 0.03  $ 0.35 
Weighted average number of shares outstanding:
Basic 34,067  33,257  33,956  33,032 
Diluted 34,067  33,257  34,402  33,550 

7



UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value and per share amounts)
(Unaudited)

June 30, 2023 September 30, 2022
Assets
Cash and cash equivalents $ 110,511  $ 66,452 
Restricted cash 3,572  3,544 
Held-to-maturity investments —  28,918 
Receivables, net 25,156  16,450 
Notes receivable, current portion 5,964  5,641 
Prepaid expenses 11,153  6,139 
Other current assets 8,123  8,809 
Total current assets 164,479  135,953 
Property and equipment, net 266,238  214,292 
Goodwill 28,459  16,859 
Intangible assets, net 19,148  14,215 
Notes receivable, less current portion 29,930  30,231 
Right-of-use assets for operating leases 182,111  132,038 
Deferred tax asset, net 5,231  3,365 
Other assets 11,140  5,958 
Total assets $ 706,736  $ 552,911 
Liabilities and Shareholders’ Equity
Accounts payable and accrued expenses $ 64,898  $ 66,680 
Dividends payable 1,263  — 
Deferred revenue 57,484  54,223 
Operating lease liability, current portion 21,290  12,959 
Long-term debt, current portion 2,478  1,115 
Other current liabilities 3,522  2,745 
Total current liabilities 150,935  137,722 
Operating lease liability 170,886  129,302 
Long-term debt 160,225  66,423 
Other liabilities 4,562  4,067 
Total liabilities 486,608  337,514 
Commitments and contingencies
Shareholders’ equity:
Common stock, $0.0001 par value, 100,000 shares authorized, 34,151 and 33,857 shares issued
Preferred stock, $0.0001 par value, 10,000 shares authorized; 676 shares of Series A Convertible Preferred Stock issued and outstanding, liquidation preference of $100 per share —  — 
Paid-in capital - common 151,426  148,372 
Paid-in capital - preferred 66,481  66,481 
Treasury stock, at cost, 82 shares
(365) (365)
Retained earnings (deficit) 521  (1,307)
Accumulated other comprehensive income 2,062  2,213 
Total shareholders’ equity 220,128  215,397 
Total liabilities and shareholders’ equity $ 706,736  $ 552,911 
8


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

Nine Months Ended June 30,
  2023 2022
Cash flows from operating activities:
Net income $ 5,619  $ 23,019 
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization 18,649  12,124 
Amortization of right-of-use assets for operating leases 15,439  12,636 
Bad debt expense 1,447  2,077 
Stock-based compensation 3,815  3,273 
Deferred income taxes 2,594  (6,283)
Training equipment credits earned, net 1,299  (921)
Unrealized (loss) gain on interest rate swap (151) 1,368 
Other (gains) losses, net (197) 537 
Changes in assets and liabilities:
Receivables (2,869) (8,234)
Prepaid expenses (3,293) (1,439)
Other assets 623  (621)
Notes receivable (22) 956 
Accounts payable, accrued expenses and other current liabilities (13,949) 1,275 
Deferred revenue (16,884) (16,809)
Operating lease liability (16,094) (10,778)
Other liabilities (759) (4,274)
Net cash (used in) provided by operating activities (4,733) 7,906 
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired (16,381) (26,514)
Purchase of property and equipment (48,847) (69,608)
Proceeds from maturities of held-to-maturity securities 29,000  — 
Return of capital contribution from unconsolidated affiliate —  188 
Net cash used in investing activities (36,228) (95,934)
Cash flows from financing activities:
Proceeds from revolving credit facility 90,000  — 
Proceeds from term loan —  38,000 
Debt issuance costs for long-term debt (484) (355)
Payment of preferred stock cash dividend (2,528) (2,617)
Payments on term loans and finance leases (1,179) (19,004)
Payment of payroll taxes on stock-based compensation through shares withheld (761) (633)
Net cash provided by financing activities 85,048  15,391 
Change in cash, cash equivalents and restricted cash 44,087  (72,637)
Cash and cash equivalents, beginning of period 66,452  133,721 
Restricted cash, beginning of period 3,544  12,256 
Cash, cash equivalents and restricted cash, beginning of period 69,996  145,977 
Cash and cash equivalents, end of period 110,511  70,713 
Restricted cash, end of period 3,572  2,627 
Cash, cash equivalents and restricted cash, end of period $ 114,083  $ 73,340 

9


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
SELECTED SUPPLEMENTAL FINANCIAL INFORMATION BY SEGMENT
(In thousands)
(Unaudited)

Financial Summary by Segment and Consolidated

Three Months Ended June 30, 2023 Three Months Ended June 30, 2022
UTI Concorde Corporate Consolidated UTI Concorde Corporate Consolidated
Revenue $ 100,852  $ 52,434  $ —  $ 153,286  $ 100,966  $ —  $ —  $ 100,966 
Total operating expenses 92,716  50,493  9,414  152,623  89,577  —  9,435  99,012 
Net income (loss) 6,795  2,028  (9,332) (509) 10,859  —  (10,016) 843 


Nine Months Ended June 30, 2023 Nine Months Ended June 30, 2022
UTI Concorde Corporate Consolidated UTI Concorde Corporate Consolidated
Revenue $ 313,985  $ 123,125  $ —  $ 437,110  $ 308,127  $ —  $ —  $ 308,127 
Total operating expenses 276,232  115,721  34,097  426,050  257,997  —  31,221  289,218 
Net income (loss) 34,755  7,531  (36,667) 5,619  48,950  —  (25,931) 23,019 


Major Expense Categories by Segment and Consolidated
Three Months Ended June 30, 2023
UTI Concorde Corporate Consolidated
Salaries, benefits and tax expense $ 45,819  $ 27,153  $ 4,442  $ 77,414 
Bonus expense 1,320  1,184  690  3,194 
Stock-based compensation 280  —  253  533 
Total compensation and related costs $ 47,419  $ 28,337  $ 5,385  $ 81,141 
Advertising expense $ 13,346  $ 5,790  $ —  $ 19,136 
Occupancy expense, net of subleases 7,380  5,816  153  13,349 
Depreciation and amortization 5,119  1,531  6,653 
Professional and contract services expense 2,951  368  1,854  5,173 

Three Months Ended June 30, 2022
UTI Concorde Corporate Consolidated
Salaries, benefits and tax expense $ 40,796  $ —  $ 4,411  $ 45,207 
Bonus expense 3,278  —  840  4,118 
Stock-based compensation 253  —  780  1,033 
Total compensation and related costs $ 44,327  $ —  $ 6,031  $ 50,358 
Advertising expense $ 13,925  $ —  $ —  $ 13,925 
Occupancy expense, net of subleases 8,977  —  173  9,150 
Depreciation and amortization 4,545  —  16  4,561 
Professional and contract services expense 2,744  —  1,935  4,679 
10


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
SELECTED SUPPLEMENTAL FINANCIAL INFORMATION BY SEGMENT
(In thousands)
(Unaudited)


Major Expense Categories by Segment and Consolidated

Nine Months Ended June 30, 2023
UTI Concorde Corporate Consolidated
Salaries, benefits and tax expense $ 134,140  $ 62,132  $ 14,707  $ 210,979 
Bonus expense 8,854  1,852  2,808  13,514 
Stock-based compensation 1,176  —  2,639  3,815 
Total compensation and related costs $ 144,170  $ 63,984  $ 20,154  $ 228,308 
Advertising expense $ 40,874  $ 13,572  $ —  $ 54,446 
Occupancy expense, net of subleases 23,352  13,644  436  37,432 
Depreciation and amortization 14,990  3,637  22  18,649 
Professional and contract services expense 8,934  640  7,080  16,654 


Nine Months Ended June 30, 2022
UTI Concorde Corporate Consolidated
Salaries, benefits and tax expense $ 119,264  $ —  $ 13,712  $ 132,976 
Bonus expense 10,031  —  2,952  12,983 
Stock-based compensation 627  —  2,721  3,348 
Total compensation and related costs $ 129,922  $ —  $ 19,385  $ 149,307 
Advertising expense $ 40,353  $ —  $ —  $ 40,353 
Occupancy expense, net of subleases 27,720  —  511  28,231 
Depreciation and amortization 12,077  —  47  12,124 
Professional and contract services expense 6,675  —  7,935  14,610 



11


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP FINANCIAL INFORMATION TO NON-GAAP FINANCIAL INFORMATION
(In thousands)
(Unaudited)


Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA


  Three Months Ended June 30, 2023
  UTI Concorde Corporate Consolidated
Net income (loss) $ 6,795  $ 2,028  $ (9,332) $ (509)
Interest income (2) (176) (1,454) (1,632)
Interest expense 1,363  89  1,505  2,957 
Income tax benefit —  —  (64) (64)
Depreciation and amortization 5,121  1,531  6,655 
EBITDA 13,277  3,472  (9,342) 7,407 
Acquisition related costs —  —  221  221 
Integration related costs for acquisitions 166  319  712  1,197 
Stock-based compensation expense 280  —  253  533 
Start-up costs for new campuses and program expansion 1,890  198  —  2,088 
Adjusted EBITDA, non-GAAP $ 15,613  $ 3,989  $ (8,156) $ 11,446 



  Three Months Ended June 30, 2022
  UTI Concorde Corporate Consolidated
Net income (loss) $ 10,859  $ —  $ (10,016) $ 843 
Interest income (1) —  (67) (68)
Interest expense 552  —  —  552 
Income tax expense —  —  336  336 
Depreciation and amortization 4,545  —  16  4,561 
EBITDA 15,955  —  (9,731) 6,224 
Acquisition related costs —  —  314  314 
Integration related costs for acquisitions 702  —  —  702 
Stock-based compensation expense 253  —  780  1,033 
Start-up costs for new campuses and program expansion 3,169  —  —  3,169 
Facility lease accounting adjustments 547  —  —  547 
Adjusted EBITDA, non-GAAP $ 20,626  $ —  $ (8,637) $ 11,989 


12


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP FINANCIAL INFORMATION TO NON-GAAP FINANCIAL INFORMATION
(In thousands)
(Unaudited)


Reconciliation of Net Income to EBITDA and Adjusted EBITDA


  Nine Months Ended June 30, 2023
  UTI Concorde Corporate Consolidated
Net income (loss) $ 34,755  $ 7,531  $ (36,667) $ 5,619 
Interest income (9) (340) (3,911) (4,260)
Interest expense 3,223  212  3,582  7,017 
Income tax expense —  —  3,224  3,224 
Depreciation and amortization 14,990  3,637  22  18,649 
EBITDA 52,959  11,040  (33,750) 30,249 
Acquisition related costs —  —  2,318  2,318 
Integration related costs for acquisitions 482  843  1,980  3,305 
Stock-based compensation expense 1,176  —  2,639  3,815 
Start-up costs for new campuses and program expansion 4,965  424  —  5,389 
Adjusted EBITDA, non-GAAP $ 59,582  $ 12,307  $ (26,813) $ 45,076 



  Nine Months Ended June 30, 2022
  UTI Concorde Corporate Consolidated
Net income (loss) $ 48,950  $ —  $ (25,931) $ 23,019 
Interest income (6) —  (82) (88)
Interest expense 1,251  —  —  1,251 
Income tax benefit —  —  (5,609) (5,609)
Depreciation and amortization 12,077  —  47  12,124 
EBITDA 62,272  —  (31,575) 30,697 
Acquisition related costs —  —  3,223  3,223 
Integration related costs for acquisitions 903  —  —  903 
Stock-based compensation expense 627  —  2,721  3,348 
Start-up costs for new campuses and program expansion 7,466  —  —  7,466 
Facility lease accounting adjustments (461) —  —  (461)
Adjusted EBITDA, non-GAAP $ 70,807  $ —  $ (25,631) $ 45,176 

13


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP FINANCIAL INFORMATION TO NON-GAAP FINANCIAL INFORMATION
(In thousands)
(Unaudited)


Reconciliation of Net (Loss) Income to Adjusted Net Income

  Three Months Ended June 30, Nine Months Ended June 30,
  2023 2022 2023 2022
Net (loss) income $ (509) $ 843  $ 5,619  $ 23,019 
Add back: Income tax (benefit) expense (64) 336  3,224  (5,609)
    (Loss) income before income taxes (573) 1,179  8,843  17,410 
Adjustments:
   Acquisition related costs 221  314  2,318  3,223 
Integration related costs for acquisitions 1,196  702  3,306  903 
Start-up costs for new campuses and program expansion 2,088  3,169  5,388  7,466 
Facility lease accounting adjustments —  547  —  (461)
Adjusted income before income taxes 2,932  5,911  19,855  28,541 
Income tax effect: (expense) benefit (947) (248) (6,155) (1,199)
     Adjusted net income, non-GAAP $ 1,985  $ 5,663  $ 13,700  $ 27,342 
GAAP effective income tax rate (1)
32.3  % 4.2  % 31.0  % 4.2  %

(1) The GAAP effective tax rate for the three and nine months ended June 30, 2023 has been adjusted to remove the impact of the Concorde acquisition related costs. The GAAP effective tax rate for the three months ended June 30, 2022 has been adjusted to reflect the normalized annual rate excluding the items noted in nine month rate. The GAAP effective tax rate for the nine months ended June 30, 2022 has been adjusted to remove the impact from the MIAT purchase accounting adjustments for deferred tax liabilities and the reversal of the valuation allowance, both of which created a net tax benefit for the periods.



Reconciliation of Net Cash (Used in) Provided by Operating Activities to Adjusted Free Cash Flow

  Nine Months Ended June 30,
  2023 2022
Net cash (used in) provided by operating activities, as reported $ (4,733) $ 7,906 
Purchase of property and equipment (48,847) (69,608)
Free cash flow, non-GAAP (53,580) (61,702)
Adjustments:
Purchase of Lisle, Illinois campus —  28,479 
Purchase of Orlando, Florida campus 26,156  — 
Acquisition related costs paid 2,286  3,517 
Integration related costs paid 2,682  744 
Cash outflow for acquisition integration property and equipment 612  — 
Cash outflow for start-up costs for new campuses and program expansion 5,388  4,415 
Cash outflow for property and equipment for new campuses and program expansion 14,881  20,930 
Facility lease accounting adjustments —  575 
Severance payment due to CEO transition —  32 
Adjusted free cash flow, non-GAAP $ (1,575) $ (3,010)


14




UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP FINANCIAL INFORMATION TO NON-GAAP FINANCIAL
INFORMATION FOR FISCAL 2023 GUIDANCE
(In thousands)
(Unaudited)

For each of the non-GAAP reconciliations provided for fiscal 2023 guidance, we are reconciling to the midpoint of the guidance range. The adjustments reflected below for fiscal 2023 are illustrative only and may change throughout the year, both in amount or the adjustments themselves.

Reconciliation of Net Income to EBITDA and Adjusted EBITDA for Fiscal 2023 Guidance

Updated
Twelve Months Ended
  September 30,
  2023
Net income ~ $10,500
Interest (income) expense, net ~ 4,250
Income tax (benefit) expense ~ 5,600
Depreciation and amortization ~ 25,400
EBITDA ~ $45,750
Acquisition related costs ~ $2,750
Integration related costs for acquisitions ~ 4,250
New campus & program expansion start-up costs ~ 5,900
Stock-based compensation ~ 4,350
Adjusted EBITDA, non-GAAP ~ $63,000
FY 2023 Guidance Range $62,000 - $64,000


Reconciliation of Net Cash Provided by Operating Activities to Adjusted Free Cash Flow for Fiscal 2023 Guidance

Updated
  Twelve Months Ended
September 30,
  2023
Net cash provided by operating activities ~ $45,100
Purchase of property and equipment ~ (59,000)
Free cash flow, non-GAAP ~ $(13,900)
Adjustments:
Campus purchase ~ 26,200
Acquisition related costs paid ~ 2,750
Integration related costs for acquisitions ~ 4,250
Cash outflow for acquisition integration property and equipment ~ 800
New campus & program expansion start-up costs ~ 5,900
Cash outflow for new campus & program expansion property and equipment ~ 19,000
Adjusted free cash flow, non-GAAP ~ $45,000
FY 2023 Guidance Range $44,000 - $46,000



15



UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP FINANCIAL INFORMATION TO NON-GAAP FINANCIAL
INFORMATION FOR FISCAL 2023 GUIDANCE
(In thousands)
(Unaudited)


Reconciliation of Net Income to Adjusted Net Income for Fiscal 2023 Guidance

Updated
  Twelve Months Ended
September 30,
  2023
Net income ~ $10,500
Add back: Income tax expense(1)
~ 5,600
     Income before income taxes ~ 16,100
Adjustments:
Acquisition related costs ~ $2,750
Integration related costs for acquisitions ~ 4,250
New campus & program expansion start-up costs ~ 5,900
Adjusted income before income taxes ~ $29,000
Income tax effect: (expense)(1)
~ (10,500)
     Adjusted net income, non-GAAP ~ $18,500
FY 2022 Guidance Range $17,000 - $20,000

(1)     An estimated GAAP effective tax rate of 35.0% has been used to compute the adjusted net income for fiscal 2023 which removes the impact of the Concorde acquisition related costs.
16