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0001261654FALSE00012616542025-08-062025-08-06

____________________________________________________________________________________________________________
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 6, 2025

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 6, 2025, Universal Technical Institute, Inc. (the "Company") issued a press release reporting its third quarter results for fiscal 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated into this Item 2.02 by reference.

Item 7.01 Regulation FD Disclosure.

The Company also posted to the investor relations section of its website (https://investor.uti.edu): (i) an investor presentation (the “Investor Presentation”), furnished herewith as Exhibit 99.2, and (ii) and a financial supplement, furnished herewith as Exhibit 99.3 (the “Financial Supplement”). Each of the Investor Presentation and the Financial Supplement will be used by the Company during meetings with investors and analysts. This information may be amended or updated at any time and from time to time through another Form 8-K, a later company filing, or other means.

The information in Item 2.02 and Item 7.01 of this Form 8-K, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 attached hereto, is intended to be furnished and 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 liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
     
Exhibit No.   Description
 
99.1  
99.2
99.3
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 6, 2025   By:   /s/ Bruce Schuman
    Name:   Bruce Schuman
    Title:   Executive Vice President and Chief Financial Officer




EX-99.1 2 exhibit991-q32025earningsp.htm EX-99.1 Document

Exhibit 99.1

Universal Technical Institute Reports Fiscal Year 2025 Third Quarter Results

Company Raises Lower End Fiscal 2025 Guidance Ranges for Revenue and New Student Starts, Expresses Increased Confidence in Long Term Plan

PHOENIX, ARIZ. - August 6, 2025 - 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 2025 third quarter ended June 30, 2025. 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 of $204.3 million representing 15.1% growth versus the comparable period.
•Average full-time active students grew 12.7% versus the comparable period, while total new student starts grew 2.8%.
•Net income of $10.7 million, an increase of 113.9% over the comparable period.
•Adjusted EBITDA(1) of $25.3 million, an increase of 37.3% over the comparable period.
•Raising the low end of fiscal full year guidance ranges for revenue and new student starts.
“We delivered another strong quarter, driven by consistent execution and the strength of our model,” said Jerome Grant, CEO of Universal Technical Institute, Inc. “Fueled by increasing demand for skilled-collar jobs and strategic investments to expand the consolidated UTI brand, our results continued to meet or exceed expectations. Revenue grew over 15% year-over-year, surpassing our expectation, with adjusted EBITDA increasing more than 37% and average full-time active students growing nearly 13%. As a result of our strong third quarter performance and on the backdrop of a regulatory environment that is increasingly favorable to our mission, we are raising the low end our guidance ranges for fiscal 2025 across revenue and new student starts.”
North Star Strategy Phase II Update
Following discussions with the Department of Education, the Company satisfied the agency’s requirements under the Company’s Provisional Program Participation Agreement for the lifting of the core growth restrictions on the Company’s Concorde Career Colleges division. This significant milestone enables the Company to accelerate Concorde’s program and campus growth starting next fiscal year.
“With the core growth restrictions now lifted on Concorde, we are entering a pivotal stage of our North Star strategy and are positioned to accelerate Concorde’s program and campus expansions one year ahead of plan,” added Grant. “As we enter the final stretch of fiscal 2025, with a diverse portfolio of new programs and campuses, a leadership team focused on scaling for the future, and a supportive macro environment, we believe we are only beginning to unlock the full potential of what this company can achieve. We are increasingly confident in our ability to capitalize on this momentum to achieve or even exceed our goals over the next few years.”
Financial Results for the Three-Month Period Ended June 30, 2025 Compared to 2024

•Revenues increased 15.1% to $204.3 million compared to $177.5 million primarily due to the growth in average full-time active students at both UTI and Concorde.
•Operating expenses increased by 11.8% to $190.1 million, compared to $170.0 million primarily due to the growth in average full-time active students at both UTI and Concorde and costs associated with new campus launches and program expansions currently underway or completed over the last year.
•Operating income increased to $14.2 million compared to $7.4 million.
•Net income increased to $10.7 million compared to $5.0 million.
•Basic and diluted earnings per share (“EPS”) were $0.20 and $0.19, respectively, compared to $0.09.
•Adjusted EBITDA(1) increased 37.3% to $25.3 million compared to $18.4 million.
•Average full-time active students increased 12.7%, with total new student starts of 5,721 compared to 5,567.
1



UTI
•Revenues of $131.5 million, an increase of 12.2% from the comparable period revenues of $117.1 million due primarily to growth in average full-time active students.
•Operating expenses were $111.6 million compared to $103.0 million. The increase was primarily due to growth in average full-time active students and additional expenses incurred related to new campus and program launches currently underway or completed over the last year.
•Adjusted EBITDA(1) was $26.5 million compared to $20.7 million.
•Average full-time active students increased 8.9% with new student starts of 2,829.

Concorde
•Revenues of $72.8 million, an increase of 20.7% over the comparable period revenues of $60.3 million due primarily to growth in average full-time active students.
•Operating expenses were $66.9 million compared to $56.6 million. The increase was primarily due to growth in average full-time active students and additional expenses incurred related to new program launches.
•Adjusted EBITDA(1) was $8.1 million compared to $5.9 million.
•Average full-time active students increased 18.8% with new student starts of 2,892.
“Our third quarter performance reflects disciplined execution across the organization,” said Bruce Schuman, CFO of Universal Technical Institute, Inc. “We saw continued strength in enrollment growth, particularly at Concorde, where marketing and admissions investments are translating into stronger lead conversions and new student starts. The UTI division also delivered a robust year-over-year increase in average full-time active students reflective of ongoing demand for skilled-collar jobs.
“Given our strong operational and financial performance in the quarter and visibility into the remainder of the year, we are raising the lower end of our fiscal 2025 for revenue and new student start ranges. We now expect to generate between $830 and $835 million in revenue, and between 29,500 and 30,000 new student starts. We are reaffirming our adjusted EBITDA and free cash flow outlook, and we continue to expect a strong Q4 as student intake accelerates. We remain focused on scaling efficiently, executing our campus and program expansion plans, and delivering sustainable growth across both divisions as we accelerate phase II of our North Star strategy.”
Financial Results for the Nine-Month Period Ended June 30, 2025 Compared to 2024
•Revenues increased 14.3% to $613.2 million compared to $536.3 million primarily due to the growth in both UTI and Concorde average full-time active students.
•Operating expenses increased by 10.2% to $554.7 million compared to $503.5 million primarily due to the growth in both UTI and Concorde average full-time active students and costs associated with new campus launches and program expansions currently underway or completed over the last year.
•Operating income increased 77.9% to $58.5 million compared to $32.9 million.
•Net income increased 91.1% to $44.3 million compared to $23.2 million.
•Basic and diluted EPS were $0.82 and $0.80, respectively, compared to $0.40 and $0.39, respectively.
•Adjusted EBITDA(1) increased 36.8% to $89.7 million compared to $65.5 million.
•Net cash provided by operating activities increased by 119.1% to $40.2 million.
•Adjusted free cash flow increased 37.6% to $15.0 million.
•New student starts increased 14.9% to 17,684, while average full-time active students increased 11.3%.
UTI
•Revenues of $397.2 million, an increase of $41.3 million, or 11.6%, from the prior year revenues of $355.8 million due to the growth in average full-time active students.
•Operating expenses were $330.4 million compared to $308.5 million. The increase was primarily due to the growth in average full-time active students and expenses incurred during the current year for new campus and program launches currently underway and completed over the past year.
2


•Adjusted EBITDA(1) was $86.3 million compared to $66.7 million.
•New student starts increased by 13.7%, while average full-time active students increased by 7.9%.
Concorde
•Revenues of $216.0 million, an increase of $35.5 million, or 19.7%, from the prior year revenues of $180.5 million due to growth in average full-time active students.
•Operating expenses were $190.0 million compared to $166.4 million. The increase was due to additional expenses related to higher average students and program launches.
•Adjusted EBITDA(1) was $32.0 million compared to $20.0 million.
•Average full-time active students increased by 16.9%, while new student starts increased by 16.2%.
(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.
Balance Sheet and Liquidity
At June 30, 2025, the Company’s total available liquidity was $236.9 million consisting of $70.7 million of cash and cash equivalents, $47.2 million of short-term investments, and $119.0 million available from its revolving credit facility. Capital expenditures (“capex”) for the year-to date period were $25.5 million. The primary driver of capex for the quarter was the program expansions at both UTI and Concorde.
Updated Fiscal 2025 Financial Outlook
Previous Updated
FY 2025 FY 2025
($ in millions, except EPS) Guidance Guidance
New student starts 29,000 - 30,000 29,500 - 30,000
Revenue $825 - 835 $830 - 835
Net Income $56 - 60 $56 - 60
Diluted EPS $1.00 - 1.08 $1.00 - 1.08
Adjusted EBITDA(1)
$124 - 128 $124 - 128
Adjusted free cash flow(1)(2)
$62 - 68 $62 - 68
(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)    For FY 2025, assumes approximately $55M of total capex, including investments for new campus launches and program expansions, and maintenance capex.
For the Company’s most recent investor presentation and quarterly financial supplement, please see its investor relations website at https://investor.uti.edu.
Conference Call
Management will hold a conference call to discuss the financial results for the fiscal 2025 third quarter ended June 30, 2025, on Wednesday, August 6, 2025, 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 20, 2025, by dialing (877) 344-7529 (domestic) or (412) 317-0088 (international) and entering passcode 1904577.
3


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: 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.

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.

Management utilizes adjusted figures as performance measures internally for operating decisions, strategic planning, annual budgeting and forecasting. For the periods presented, our adjustments for items that management does not consider to be normal recurring operations include:

•Acquisition-related costs: We have excluded costs associated with both potential and announced acquisitions to allow for comparable financial results to historical operations and forward-looking guidance.
•Integration-related costs for completed acquisitions: We have excluded integration costs related to business structure realignment and new programs for recent acquisitions to allow for comparable financial results to historical operations and forward-looking guidance. In addition, the nature and amount of such charges vary significantly based on the size and timing of the programs. By excluding the referenced expenses from our non-GAAP financial measures, our management is able to further evaluate our ability to utilize existing assets and estimate their long-term value. Furthermore, our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance.
•Restructuring costs: In December 2023, we announced plans to consolidate the two Houston, Texas campus locations to align the curriculum, student facing systems, and support services to better serve students seeking careers in in-demand fields. As part of the transition, the MIAT Houston campus, acquired in November 2021, began a phased teach-out in May 2024, and such campus began operating under the UTI brand. Both facilities will remain in use post-consolidation.

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.

4


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 2025 guidance for new student start growth, revenue growth, net income, diluted earnings per share, Adjusted EBITDA and Adjusted Free Cash Flow; (2) the Company’s expectation that it will continue to expand its value proposition and build a business that can grow in double digits with potential upside, regardless of the economic environment; and (3) the Company’s expectation that it will succeed in new program launches next year. 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, failure of our schools to comply with the extensive regulatory requirements for school operations; shifts in higher education laws, regulation and policy at the federal and state levels; our failure to maintain eligibility for or our ability to process federal student financial assistance funds; the effect of current and future Title IV Program regulations arising out of negotiated rulemakings, including any potential reductions in funding or restrictions on the use of funds received through Title IV Programs; the effect of future legislative or regulatory initiatives related to veterans’ benefit programs; continued Congressional examination of the for-profit education sector; regulatory investigations of, or actions commenced against, us or other companies in our industry; our failure to execute on our growth and diversification strategy, including effectively identifying, establishing and operating additional schools, programs or campuses; our failure to realize the expected benefits of our acquisitions, or our failure to successfully integrate our acquisitions.; our failure to improve underutilized capacity at certain of our campuses; enrollment declines or challenges in our students’ ability to find employment as a result of macroeconomic conditions; our failure to maintain and expand existing industry relationships and develop new industry relationships; our ability to update and expand the content of existing programs and develop and integrate new programs in a timely and cost-effective manner while maintaining positive student outcomes; a loss of our senior management or other key employees; failure to comply with the restrictive covenants and our ability to pay the amounts when due under the credit agreement; the effect of our principal stockholder owning a significant percentage of our capital stock, and thus being able to influence certain corporate matters and the potential in the future to gain substantial control over our company; the effect of public health pandemics, epidemics or outbreak, including COVID-19, and other risks that are described from time to time in our public filings. 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.


5


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 15 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 and online, 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 X (formerly Twitter) @news_UTI or @ConcordeCareer.

Company Contact:
Matt Kempton
VP Corporate Finance & Investor Relations
Universal Technical Institute, Inc.
(623)445-9392
mkempton@uti.edu

Media Contact:
Susan Aspey
Vice President, Corporate Affairs & External Communications
Universal Technical Institute, Inc.
(202) 549-0534
saspey@uti.edu

Investor Relations Contact:
Matt Glover or Ralf Esper (In thousands, except per share amounts)
Gateway Group, Inc.
(949) 574-3860
UTI@gateway-grp.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,
  2025 2024 2025 2024
Revenues $ 204,298  $ 177,458  $ 613,174  $ 536,329 
Operating expenses:
Educational services and facilities 105,604  95,277  308,233  285,174 
Selling, general and administrative 84,542  74,735  246,458  218,286 
Total operating expenses 190,146  170,012  554,691  503,460 
Income from operations 14,152  7,446  58,483  32,869 
Other income (expense):
Interest income 1,445  1,440  4,833  4,842 
Interest expense (1,394) (2,149) (4,724) (7,204)
Other income (expense), net 149  20  123  353 
Total other income (expense), net 200  (689) 232  (2,009)
Income before income taxes 14,352  6,757  58,715  30,860 
Income tax expense (3,689) (1,772) (14,453) (7,699)
Net income $ 10,663  $ 4,985  $ 44,262  $ 23,161 
Preferred stock dividends —  —  —  (1,097)
Income available for distribution $ 10,663  $ 4,985  $ 44,262  $ 22,064 
Income allocated to participating securities —  —  —  (2,855)
Net income available to common shareholders $ 10,663  $ 4,985  $ 44,262  $ 19,209 
Earnings per share:
Net income per share - basic $ 0.20  $ 0.09  $ 0.82  $ 0.40 
Net income per share - diluted $ 0.19  $ 0.09  $ 0.80  $ 0.39 
Weighted average number of shares outstanding(1):
Basic 54,412  53,805  54,260  47,956 
Diluted 55,635  54,951  55,502  49,041 

(1)     On December 18, 2023, the Company exercised in full its right of conversion of the Company’s Series A Preferred Stock which resulted in the conversion of all outstanding Series A Preferred shares into 19,296,843 shares of Common Stock. As of June 30, 2025 there were 54,423,611 shares of Common Stock outstanding.
7



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

June 30, 2025 September 30, 2024
Assets
Cash and cash equivalents $ 70,672  $ 161,900 
Restricted cash 2,727  5,572 
Held-to-maturity investments 47,162  — 
Receivables, net 37,206  31,096 
Notes receivable, current portion 6,504  6,200 
Prepaid expenses 13,947  11,945 
Other current assets 6,962  5,238 
Total current assets 185,180  221,951 
Property and equipment, net 267,717  264,797 
Goodwill 28,459  28,459 
Intangible assets, net 17,567  18,229 
Notes receivable, less current portion 40,014  36,267 
Right-of-use assets for operating leases 175,382  158,778 
Deferred tax assets, net 2,953  3,563 
Other assets 23,487  12,531 
Total assets $ 740,759  $ 744,575 
Liabilities and Shareholders’ Equity
Accounts payable and accrued expenses $ 91,278  $ 83,866 
Deferred revenue 67,043  92,538 
Operating lease liabilities, current portion 18,733  22,210 
Long-term debt, current portion 2,822  2,697 
Other current liabilities 5,149  3,652 
Total current liabilities 185,025  204,963 
Deferred tax liabilities, net 4,696  4,696 
Operating lease liabilities 168,508  146,831 
Long-term debt 70,942  123,007 
Other liabilities 4,801  4,847 
Total liabilities 433,972  484,344 
Commitments and contingencies
Shareholders’ equity:
Common stock, $0.0001 par value, 100,000 shares authorized, 54,506 and 53,899 shares issued, 54,424 and 53,817 shares outstanding as of June 30, 2025 and September 30, 2024, respectively.
Paid-in capital - common 223,362  220,976 
Treasury stock, at cost, 82 shares as of June 30, 2025 and September 30, 2024.
(365) (365)
Retained earnings 82,771  38,509 
Accumulated other comprehensive income 1,014  1,106 
Total shareholders’ equity 306,787  260,231 
Total liabilities and shareholders’ equity $ 740,759  $ 744,575 
8


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

Nine Months Ended June 30,
  2025 2024
Cash flows from operating activities:
Net income $ 44,262  $ 23,161 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 24,452  21,562 
Amortization of right-of-use assets for operating leases 17,492  16,468 
Provision for credit losses 15,063  5,066 
Stock-based compensation 6,402  5,698 
Deferred income taxes 579  (2,336)
Training equipment credits earned, net (108) 1,309 
Unrealized loss on interest rate swaps, net of taxes (92) (539)
Other losses, net 1,179  137 
Changes in assets and liabilities:
Receivables (21,895) (9,867)
Prepaid expenses and other current assets (4,499) (7,316)
Other assets (5,383) (2,380)
Notes receivable (4,051) (4,695)
Accounts payable, accrued expenses and other current liabilities 6,455  9,033 
Deferred revenue (25,495) (19,761)
Income tax payable/receivable 3,598  (342)
Operating lease liabilities (16,758) (15,946)
Other liabilities (975) (891)
Net cash provided by operating activities 40,226  18,361 
Cash flows from investing activities:
Purchase of property and equipment (25,499) (16,769)
Purchase of held-to-maturity securities (54,648) — 
Proceeds from maturities of held-to-maturity securities 1,874  — 
Proceeds from insurance policy —  261 
Net cash used in investing activities (78,273) (16,508)
Cash flows from financing activities:
Proceeds from revolving credit facility 6,000  36,000 
Payments on revolving credit facility (56,000) (59,000)
Payment of term loans and finance leases (2,010) (1,870)
Preferred share repurchase —  (11,503)
Payments of preferred stock cash dividend —  (1,097)
Proceeds from stock option exercises 659  — 
Payment of payroll taxes on stock-based compensation through shares withheld (4,675) (2,191)
Net cash used in financing activities (56,026) (39,661)
Change in cash, cash equivalents and restricted cash (94,073) (37,808)
Cash and cash equivalents, beginning of period 161,900  151,547 
Restricted cash, beginning of period 5,572  5,377 
Cash, cash equivalents and restricted cash, beginning of period 167,472  156,924 
Cash and cash equivalents, end of period 70,672  115,505 
Restricted cash, end of period 2,727  3,611 
Cash, cash equivalents and restricted cash, end of period $ 73,399  $ 119,116 

9


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
SELECTED SUPPLEMENTAL NON-FINANCIAL AND FINANCIAL INFORMATION BY SEGMENT
(In thousands, except for Student Metrics)
(Unaudited)


Student Metrics

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024
UTI Concorde Total UTI Concorde Total
Total new student starts 2,829  2,892  5,721  2,916  2,651  5,567 
Year-over-year growth (3.0) % 9.1  % 2.8  % (12.5) % 34.8  % 5.0  %
Average full-time active students 14,205  9,552  23,757  13,041  8,038  21,079 
Year-over-year growth 8.9  % 18.8  % 12.7  % 13.0  % 14.0  % 13.4  %
End of period full-time active students 13,874  8,495  22,369  12,686  7,442  20,128 
Year-over-year growth 9.4  % 14.1  % 11.1  % 6.5  % 13.1  % 8.9  %


Nine Months Ended June 30, 2025 Nine Months Ended June 30, 2024
UTI Concorde Total UTI Concorde Total
Total new student starts 9,173  8,511  17,684  8,070  7,323  15,393 
Year-over-year growth 13.7  % 16.2  % 14.9  % 5.1  % 61.3  % (1) 26.0  % (1)
Average full-time active students 14,815  9,659  24,474  13,724  8,263  21,987 
Year-over-year growth 7.9  % 16.9  % 11.3  % 9.6  % 9.6  % 9.6  %
End of period full-time active students 13,874  8,495  22,369  12,686  7,442  20,128 
Year-over-year growth 9.4  % 14.1  % 11.1  % 6.5  % 13.1  % 8.9  %

(1)    Total company year-over-year comparisons are shown on an "as-reported basis." First quarter fiscal 2023 reflects UTI results for the full quarter and Concorde results beginning December 1, 2022.

10


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
SELECTED SUPPLEMENTAL NON-FINANCIAL AND FINANCIAL INFORMATION BY SEGMENT
(In thousands, except for Student Metrics)
(Unaudited)


Financial Summary by Segment and Consolidated

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024
UTI Concorde Corporate Consolidated UTI Concorde Corporate Consolidated
Revenue $ 131,463  $ 72,835  $ —  $ 204,298  $ 117,134  $ 60,324  $ —  $ 177,458 
Year-over-year growth 12.2  % 20.7  % —  % 15.1  % 16.1  % 15.0  % —  % 15.8  %
Educational services and facilities 61,089  44,515  —  105,604  57,525  37,752  —  95,277 
Selling, general and administrative 50,504  22,391  11,647  84,542  45,473  18,856  10,406  74,735 
Total operating expenses 111,593  66,906  11,647  190,146  102,998  56,608  10,406  170,012 
Year-over-year growth 8.3  % 18.2  % 11.9  % 11.8  % 7.6  % 12.1  % 63.3  % 11.4  %
Net income (loss) 18,583  5,890  (13,810) 10,663  12,673  3,778  (11,466) 4,985 
Year-over-year growth 46.6  % 55.9  % (20.4) % 113.9  % 237.8  % 86.3  % (82.3) % 1079.4  %


Nine Months Ended June 30, 2025 Nine Months Ended June 30, 2024
UTI Concorde Corporate Consolidated UTI
Concorde(1)
Corporate
Consolidated(1)
Revenue $ 397,169  $ 216,005  $ —  $ 613,174  $ 355,831  $ 180,498  $ —  $ 536,329 
Year-over-year growth 11.6  % 19.7  % —  % 14.3  % 13.3  % 46.6  % —  % 22.7  %
Educational services and facilities 181,677  126,556  —  308,233  174,993  110,181  —  285,174 
Selling, general and administrative 148,730  63,443  34,285  246,458  133,526  56,227  28,533  218,286 
Total operating expenses 330,407  189,999  34,285  554,691  308,519  166,408  28,533  503,460 
Year-over-year growth 7.1  % 14.2  % 20.2  % 10.2  % 8.0  % 43.8  % 15.9  % 18.2  %
Net income (loss) 63,090  25,892  (44,720) 44,262  42,886  14,271  (33,996) 23,161 
Year-over-year growth 47.1  % 81.4  % (31.5) % 91.1  % 69.7  % 89.5  % (25.0) % 312.2  %

(1)    Total company year-over-year comparisons are shown on an "as-reported basis." The nine months ended fiscal 2023 included UTI results for the full period and Concorde results beginning December 1, 2022.



11


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


Major Expense Categories by Segment and Consolidated

Three Months Ended June 30, 2025
UTI Concorde Corporate Consolidated
Salaries, benefits and tax expense $ 53,338  $ 34,773  $ 6,337  $ 94,448 
Bonus expense 2,978  1,181  1,510  5,669 
Stock-based compensation expense 530  208  1,920  2,658 
Total compensation and related costs $ 56,846  $ 36,162  $ 9,767  $ 102,775 
Advertising expense $ 15,010  $ 7,534  $ 151  $ 22,695 
Occupancy expense, net of subleases 8,568  6,175  173  14,916 
Depreciation and amortization 6,068  1,939  308  8,315 
Professional and contract services expense 3,087  1,251  3,819  8,157 


Three Months Ended June 30, 2024
UTI Concorde Corporate Consolidated
Salaries, benefits and tax expense $ 50,149  $ 30,426  $ 4,045  $ 84,620 
Bonus expense 4,115  1,100  2,467  7,682 
Stock-based compensation expense 518  56  1,289  1,863 
Total compensation and related costs $ 54,782  $ 31,582  $ 7,801  $ 94,165 
Advertising expense $ 13,169  $ 6,067  $ 186  $ 19,422 
Occupancy expense, net of subleases 7,686  5,733  206  13,625 
Depreciation and amortization 5,743  1,367  266  7,376 
Professional and contract services expense 2,458  2,351  3,054  7,863 
12



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


Major Expense Categories by Segment and Consolidated


Nine Months Ended June 30, 2025
UTI Concorde Corporate Consolidated
Salaries, benefits and tax expense $ 157,762  $ 100,044  $ 17,378  $ 275,184 
Bonus expense 10,587  3,377  5,277  19,241 
Stock-based compensation expense 1,479  476  4,447  6,402 
Total compensation and related costs $ 169,828  $ 103,897  $ 27,102  $ 300,827 
Advertising expense $ 44,536  $ 22,791  $ 551  $ 67,878 
Occupancy expense, net of subleases 24,231  17,391  512  42,134 
Depreciation and amortization 18,010  5,498  943  24,451 
Professional and contract services expense 8,904  3,916  11,672  24,492 


Nine Months Ended June 30, 2024
UTI Concorde Corporate Consolidated
Salaries, benefits and tax expense $ 146,278  $ 89,559  $ 11,469  $ 247,306 
Bonus expense 11,032  2,786  4,617  18,435 
Stock-based compensation expense 1,301  133  4,265  5,699 
Total compensation and related costs $ 158,611  $ 92,478  $ 20,351  $ 271,440 
Advertising expense $ 40,422  $ 19,199  $ 397  $ 60,018 
Occupancy expense, net of subleases 23,028  17,157  528  40,713 
Depreciation and amortization 16,921  3,738  903  21,562 
Professional and contract services expense 7,816  6,979  8,575  23,370 



13



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, 2025
  UTI Concorde Corporate Consolidated
Net income (loss) $ 18,583  $ 5,890  $ (13,810) $ 10,663 
Interest income (3) (23) (1,419) (1,445)
Interest expense 1,291  62  41  1,394 
Income tax expense —  —  3,689  3,689 
Depreciation and amortization 6,068  1,939  308  8,315 
EBITDA 25,939  7,868  (11,191) 22,616 
Stock-based compensation expense 530  208  1,920  2,658 
Adjusted EBITDA, non-GAAP $ 26,469  $ 8,076  $ (9,271) $ 25,274 


  Three Months Ended June 30, 2024
  UTI Concorde Corporate Consolidated
Net income (loss) $ 12,673  $ 3,778  $ (11,466) $ 4,985 
Interest income (4) (138) (1,298) (1,440)
Interest expense 1,473  76  600  2,149 
Income tax expense —  —  1,772  1,772 
Depreciation and amortization 5,743  1,367  266  7,376 
EBITDA 19,885  5,083  (10,126) 14,842 
Stock-based compensation expense 518  56  1,289  1,863 
Integration-related costs for completed acquisitions 237  726  690  1,653 
Restructuring costs 53  —  —  53 
Adjusted EBITDA, non-GAAP $ 20,693  $ 5,865  $ (8,147) $ 18,411 


14



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


  Nine Months Ended June 30, 2025
  UTI Concorde Corporate Consolidated
Net income (loss) $ 63,090  $ 25,892  $ (44,720) $ 44,262 
Interest income (15) (83) (4,735) (4,833)
Interest expense 3,697  197  830  4,724 
Income tax expense —  —  14,453  14,453 
Depreciation and amortization 18,010  5,499  943  24,452 
EBITDA 84,782  31,505  (33,229) 83,058 
Stock-based compensation expense 1,479  476  4,447  6,402 
Acquisition related costs —  —  873  873 
Integration-related costs for completed acquisitions(1)
—  —  (700) (700)
Restructuring costs 43  —  —  43 
Adjusted EBITDA, non-GAAP $ 86,304  $ 31,981  $ (28,609) $ 89,676 

(1)    During the nine months ended June 30, 2025, the Company received $0.7 million in funds in final settlement of the outstanding escrow accounts affiliated with the purchase of Concorde on December 1, 2022.


  Nine Months Ended June 30, 2024
  UTI Concorde Corporate Consolidated
Net income (loss) $ 42,886  $ 14,271  $ (33,996) $ 23,161 
Interest income (14) (420) (4,408) (4,842)
Interest expense 4,460  239  2,505  7,204 
Income tax expense —  —  7,699  7,699 
Depreciation and amortization 16,921  3,738  903  21,562 
EBITDA 64,253  17,828  (27,297) 54,784 
Stock-based compensation expense 1,300  133  4,265  5,698 
Integration-related costs for completed acquisitions 964  2,072  1,888  4,924 
Restructuring costs 141  —  —  141 
Adjusted EBITDA, non-GAAP $ 66,658  $ 20,033  $ (21,144) $ 65,547 
15



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


Reconciliation of Net Cash Provided by Operating Activities to Adjusted Free Cash Flow

  Nine Months Ended June 30,
  2025 2024
Net cash provided by operating activities, as reported $ 40,226  $ 18,361 
Purchase of property and equipment (25,499) (16,769)
Free cash flow, non-GAAP 14,727  1,592 
Adjustments:
Cash outflow for acquisition-related costs 873  — 
Cash (inflow) outflow for integration-related costs for completed acquisitions(1)
(700) 5,204 
Cash outflow for integration-related property and equipment —  3,535 
Cash outflow for restructuring costs and property and equipment 59  540 
Adjusted free cash flow, non-GAAP $ 14,959  $ 10,871 

(1)    During the nine months ended June 30, 2025, the Company received $0.7 million in funds in final settlement of the outstanding escrow accounts affiliated with the purchase of Concorde on December 1, 2022.


16
EX-99.2 3 q3fy25investorpresentati.htm EX-99.2 q3fy25investorpresentati
Universal Technical Institute, Inc. Q3 FY2025 Investor Presentation


 
2 Forward-Looking Statements All statements contained in this presentation, 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 2025 guidance for new student start growth, revenue growth, net income, diluted earnings per share, Adjusted EBITDA and Adjusted Free Cash Flow; (2) the Company’s expectation that it will continue to expand its value proposition and build a business that can grow in double digits with potential upside, regardless of the economic environment; and (3) the Company’s expectation that it will succeed in new program launches next year. 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, failure of our schools to comply with the extensive regulatory requirements for school operations; shifts in higher education laws, regulation and policy at the federal and state levels; our failure to maintain eligibility for or our ability to process federal student financial assistance funds; the effect of current and future Title IV Program regulations arising out of negotiated rulemakings, including any potential reductions in funding or restrictions on the use of funds received through Title IV Programs; the effect of future legislative or regulatory initiatives related to veterans’ benefit programs; continued Congressional examination of the for-profit education sector; regulatory investigations of, or actions commenced against, us or other companies in our industry; our failure to execute on our growth and diversification strategy, including effectively identifying, establishing and operating additional schools, programs or campuses; our failure to realize the expected benefits of our acquisitions, or our failure to successfully integrate our acquisitions; our failure to improve underutilized capacity at certain of our campuses; enrollment declines or challenges in our students’ ability to find employment as a result of macroeconomic conditions; our failure to maintain and expand existing industry relationships and develop new industry relationships; our ability to update and expand the content of existing programs and develop and integrate new programs in a timely and cost-effective manner while maintaining positive student outcomes; a loss of our senior management or other key employees; failure to comply with the restrictive covenants and our ability to pay the amounts when due under the credit agreement; the effect of our principal stockholder owning a significant percentage of our capital stock, and thus being able to influence certain corporate matters and the potential in the future to gain substantial control over our company; the effect of public health pandemics, epidemics or outbreak, including COVID-19, and other risks that are described from time to time in our public filings. 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 presentation 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.


 
3 Leading Workforce Solutions Education Provider 22k+ Active Students 4 / 5 Grads Employed Within 1 Year2 35+ Program Offerings HealthcareTransportation and Skilled Trades $830-835M FY2025 Revenue Guidance $124-128M FY2025 Adj. EBITDA Guidance Addressing Skills Gaps Through 2 In-Demand Industry Segments 32 Campuses Nationwide Strong Financial Outlook* 1 New campus openings are subject to appropriate regulatory approvals. 2 On average, across all programs all campuses nationwide. Employment rates may vary significantly by program and by campus. See slides 18 and 20 of this presentation as well as UTI.edu/disclosures and the individual campus pages on Concorde.edu for additional information. * See slide 15 for additional details. $56-60M FY2025 Net Income Guidance “North Star Strategy Phase II outlines achieving over $1 billion in yearly revenue and approaching $200 million in Adjusted EBITDA by fiscal 2029.” [per earnings transcript 8/6/2025] Note: For detailed reconciliations of Non-GAAP measures see the Appendix. +3 announced1


 
4 Compelling Investment Thesis 1 See Company press release 8/5/2024 “Universal Technical Institute, Inc. Announces Next Phase of ‘North Star Strategy’ to Accelerate Growth, Diversification and Optimization.” 2 Per recent years’ accreditor reporting results. See slides 18 and 20 in this presentation as well as uti.edu/disclosures and the individual campus pages on concorde.edu for additional information. Leading educational platforms serving critical, in-demand markets with favorable long-term trends Strong student outcomes2 and positive regulatory metrics driven by enterprise-wide emphasis on our students Consistently meeting or exceeding expectations with proactive management and strong business visibility Successful and ongoing transformation efforts supporting optimized operating model and margin expansion Healthy balance sheet and disciplined capital allocation plan driving continued growth and shareholder value creation Universal Technical Institute, Inc. Proven and achievable growth strategy1 built on the repeatable building blocks that have driven the Company’s successful evolution


 
5 Diversified Platform of In-Demand Programs Practical/Vocational/Registered Nursing Dental Hygienist/Assistant Healthcare Administration Medical Assistant Physical and Occupational Therapy AssistantsRobotics and Automation Welding Auto/Diesel/Motorcycle/Marine Technician Aviation Maintenance, Airframe and Powerplant Energy Technology and Wind Power • $486M Revenue in FY2024 • ~14k Avg Students in FY2024 • 15+ programs across Transportation, Energy, & Skilled Trades • 15 Campuses1 in 9 States, plus 2 additional Campuses announced2 • In-person and Hybrid/Blended formats • $246M Revenue in FY2024 • ~8k Avg Students in FY2024 • 20+ programs in Dental, Allied Health, Nursing, Patient Care and Diagnostics • 17 Campuses in 8 States, plus 1 additional Campus announced2 • In-person, Hybrid/Blended, and Fully Online formats Ex am pl e Pr og ra m s Ex am pl e Pr og ra m s 1 With the now-completed consolidation of the UTI and MIAT campuses in Houston, the UTI division campus count has been reduced from 16 to 15 total campuses. 2 New campus openings are subject to appropriate regulatory approvals. Note: See Appendix for more details by Division


 
6 0% 5% 10% 15% 20% 25% 30% JO B G R O W TH 2 02 3- 20 33 ANNUAL JOB OPENINGS 2023-2033 Offerings Across Transportation, Skilled Trades, and Healthcare Address Labor Market Needs 60% Practical/Vocational/Registered Nursing Dental Hygienists & Assistants Physical and Occupational Therapy Assistants Healthcare Administration Medical Assistants Ex am pl e C on co rd e H ea lth ca re P ro gr am s Ex am pl e U TI T ra ns po rta tio n, En er gy , & Sk ille d Tr ad e Pr og ra m s Wind Turbine Service Technicians Aircraft Mechanics & Technicians Welding HVACR Mechanics & Installers Auto Body Repairers Auto/Diesel Technicians Note: Projections as per the Occupational Outlook Handbook published annually by the U.S. Bureau of Labor Statistics www.bls.gov, August 2024. Job openings include those due to net employment changes and net replacements.


 
7 High-quality, state-of-the-industry technical and healthcare training facilities supporting successful student outcomes


 
8 Acquisitions and Program Expansions MIAT (closed FY2022), Concorde (closed FY2023) Marketing and Admissions Optimization Increased focus on high school and local, as well as lead conversion Program and Curricula Additions Programs launched at existing campuses, New MSATs, On-Base Military Programs, EV Curriculum Real Estate Rationalization Run-rate EBITDA improvements realized; continued emphasis on capacity utilization Blended Learning Improving student experience and space and instructor efficiencies New Campuses Bloomfield, NJ 2018; Austin, TX 2022; Miramar, FL 2022; More to come beginning FY2026 Continuing a Multi-Year Transformation Journey Note: For detailed reconciliations of Non-GAAP measures see the Appendix. Net Income ($33) Adj EBITDA ($6) Net Income $56-$60 Adj EBITDA $124-$128


 
9 Delivering on Expectations and Creating Shareholder Value Share Price: ~$7.00 Market Cap: $0.2B Share Price: ~$32.00 Market Cap: $1.7B Note: Analyst Consensus, Share Price, and Market Capitalization figures updated as of Market close 8/5/2025 Revenue ($M) FY'22 FY'23 FY'24 FY’25E Early Estimate - - $700+ ~$800 Initial Guidance $405-$420 $595-$610 $705-$715 $800-$815 Revised Guidance $410-$420 $602-$605 $720-$730 $830-$835 Analyst Consensus $420 $603 $728 $829 Actual $419 $607 $733 Adj. EBITDA* ($M) FY'22 FY'23 FY'24 FY’25E Early Estimate - - ~$100 ~$120 Initial Guidance $50-$55 $58-$62 $98-$102 $120-$124 Revised Guidance $52-$55 $62-$64 $102-$104 $124-$128 Analyst Consensus $54 $63 $103 $126 Actual $56** $64 $103 *For detailed reconciliations of Non-GAAP measures see the Appendix. **As-reported FY2022 Adj EBITDA. Accounting for stock-based compensation which became an add-back beginning FY2023, the restated FY2022 Adj EBITDA was $60M as shown elsewhere in this presentation.


 
Executing Multifaceted Approach in Ongoing Expansion Efforts1 Optimize Add New Optimized Tailored Co-branded Program Expansions New Campuses Continue to add programs from our current portfolio to more existing campus locations Increase the capacity of current programs in current locations Launch new, in-demand program areas we do not currently offer Improved model for new campuses with more offerings for students and stronger financial profile for the company Geography-specific sites with a customized set of programs, for example skilled-trades-only2 locations for the UTI division in new markets, requiring less space and start-up costs 1. All initiatives contingent on requisite regulatory approvals. 2. Skilled-trades-only UTI campuses may include programs such as HVACR, Welding, Energy & Robotics but exclude Auto & Diesel, resulting in significant reductions to square footage and CapEx requirements. 3. See, for example, Company press release 8/1/2024 announcing a first-of-its-kind partnership to develop a co-branded campus with Heartland Dental. 10 Leverage deep industry relationships to partner in launching locations that will address the significant demand for our students in the workforce3


 
11 Regulatory & Accreditation Review Program Fit & Institutional Strengths Disciplined approach ensures we scale strategically, not just rapidly, & that each growth initiative delivers long-term value. Our exclusive data-driven model integrates demographic, regulatory, and financial inputs to prioritize campus and program expansions that align with market demand and our mission to serve career-ready students. Proprietary Framework for Sustainable Growth Competition & Saturation Mapping Population & Geo- Market Analysis Partnership Potential Capital Allocation Considerations & Return Thresholds A robust set of criteria is evaluated in selecting future locations and programs. Site Selection & Feasibility Student Acquisition Cost & Yield Modeling Return on Education Forecast


 
12 Robust Incremental Program and New Campus Opportunities UTI Campuses Concorde Campuses UTI & Concorde Campuses UTI Location Concorde Location Announced Location Fort Myers, FL (Concorde) Atlanta, GA (UTI) San Antonio, TX (UTI) Note: See slides 19 and 21 in appendix for full listing of program offerings by campus; New campus and program openings are subject to regulatory approvals. * Program not yet open at this location; some still pending regulatory approvals. †Phlebotomy only, no Sterile Processing Technician program. ††Sterile Processing Technician only, no Phlebotomy program. UTI Program Additions Aviation  Long Beach, CA  Avondale, AZ  Miramar, FL  Exton, PA  Mooresville, NC  Austin, TX  Mooresville, NC  Avondale, AZ  Orlando, FL  Bloomfield, NJ  Sacramento, CA  Long Beach, CA  Lisle, IL  Rancho Cucamonga, CA  Lisle, IL  Mooresville, NC Exton, PA  Rancho Cucamonga, CA Welding  Sacramento, CA  Lisle, IL  Rancho Cucamonga, CA Concorde Program Additions  Jacksonville, FL Cardiovascular Sonography  Orlando, FL  San Bernadino, CA Dental Hygiene  Miramar, FL  Jacksonville, FL  Portland, OR Diagnostic Medical Sonography  Orlando, FL Respiratory Therapy  Online Option Surgical Technology  Garden Grove, CA* Short Programs Phlebotomy & Sterile Processing Technician  Aurora, CO  Miramar, FL  Dallas, TX  North Hollywood, CA  Garden Grove, CA†  Orlando, FL  Grand Prarie, TX  Portland, OR*  Jacksonville, FL  San Antonio, TX  Kansas City, MO  Southaven, MS††  Memphis, TN  Tampa, FL Electrical, Electronics, & Industrial Technology (EEIT) Industrial Maintenance Wind Power HVACR Robotics & Automation Associate of Science in Nursing


 
$733 $830-$835 $1,100+ FY24 FY25 FY29 North Star Strategy Expected to Drive Continued Growth 13 New Campuses Leverage new, optimized models and refined program mix formats to expand geographic footprint Program Expansions Continue additions of current programs to existing campuses & increasing capacity of current programs offered New Program Offerings Acquisitions and new program development efforts provide future opportunities Optimized for Growth and Scale Investments in centralized functions, systems and processes provide platform for continued scaling of the business Acquisitions Strategic and disciplined approach for evaluating new opportunities Note: FY26-FY29 initiatives as per Company’s strategic announcement 8/5/24; Chart intended to be indicative of growth trajectory, though actual results may differ. Organic Growth Program Expansion Initiatives New Campuses Adj EBITDA Approaching $200M Net Income $56-$60 Adj EBITDA $124-$128 Growth Investments Accelerating in FY26-FY27 Net Income $42 Adj EBITDA $103


 
14 Business Outlook Fiscal 2025 Guidance


 
15 Fiscal 2025 Guidance $ millions except EPS 1 Beginning in FY2023, Net Income and EPS impacted by a significant effective tax rate increase due to the valuation allowance reversal in FY2022, increased interest expense, and higher D&A. 2 Beginning in FY2023 Adj EBITDA excludes stock-based compensation; FY2022 updated for comparison. 3 Beginning in FY2025, growth investments for program expansion and new campus initiatives are no longer included as add-backs in Adj EBITDA and Adj FCF calculations, affecting year-over-year comparability. Note: For detailed reconciliations of Non-GAAP measures see the Appendix.


 
Growth Investments1 Given the projected and ongoing nature of these strategic initiatives, effective fiscal 2025 the associated operating expense growth investments are no longer reported as one-time adjustments in the Company’s non-GAAP adjusted EBITDA calculations nor will capital expenditure growth investments be added back in adjusted Free Cash Flow calculations as they have been previously.3 1 While the Company continually invests in growth & transformation across the organization, “growth investments” in this context are specifically those expenses associated with program expansion initiatives and new campuses; FY2025 figures are estimates only, actual results may vary. 2. See Company’s press release 8/5/2024; All growth initiatives contingent on requisite regulatory approvals as applicable. 3 For detailed reconciliations of Non-GAAP measures, see the Appendix. ($ thousands) FY2025 FY2024 FY2025 FY2024 Growth Investments (not adjusted) ~$6,000 - ~$27,000 - Growth Investments (Non-GAAP add-backs) - $1,559 - $5,667 Total Growth Investments ~$6,000 $1,559 ~$27,000 $5,667 Operating Expenses Capital Expenses Universal Technical Institute, Inc. Announces Next Phase of "North Star Strategy" to Accelerate Growth, Diversification and Optimization2 Strategy expected to deliver approximately 10 percent revenue CAGR and expand Adjusted EBITDA margin to nearly 20 percent through fiscal 2029 PHOENIX, August 5, 2024 -- Universal Technical Institute, Inc., a leading workforce solutions provider, today announced the next phase of its "North Star Strategy" to accelerate the company's mission to close the skilled workforce gap in America …“we expect to launch a minimum of six programs annually at our existing campuses beginning in fiscal year 2025 and open at least two new campuses each year between fiscal years 2026 and 2029…” 16


 
17 Appendix


 
18 Business Overview • 15+ programs for in-demand fields across transportation and skilled trades • Program Mix (FY2024 Revenue): – Auto/Diesel 67%, Other Transportation 12%, Welding 8%, Other Skilled Trades 8%, and Industry Training 6% • Program additions and new campus launches remain part of the division’s growth roadmap Mission Statement To serve our students, partners, and communities by providing quality education and support services for in-demand careers. Universal Technical Institute Division Overview A leading provider of transportation, energy and skilled trades technical training, driven to change the world one life at a time by helping people achieve their dreams. 1 Fiscal 2024 2 Current active campuses – Additional campuses announced in Atlanta, GA and San Antonio, TX; New Campus openings subject to appropriate regulatory approvals 3 Based on most recent reporting periods. Ratios represent averages across UTI’s 4 OPEIDs, though individual program results may vary significantly from the mean. Note that effective this fiscal year, the 90/10 ratio includes all federal funding, including VA. This change is the primary driver for the yoy increase; Further, due to the COVID-19 pandemic, ED paused all loan payments from March 13, 2020 through September 30, 2023, significantly decreasing default rates. 4 Aggregated rates based on reporting in the ACCSC 2024 annual reports. Each of the ACCSC program outcomes is evaluated individually. The ACCSC reports exclude graduates from the employment rate calculation who were not available for employment because of continuing education, military service, health, incarceration, death or international student status. See UTI.edu/disclosures for further information. Summary Statistics Founded 1965 Revenue1 $486M Operating Inc.1 (Margin) $78M (16.0%) Adj. EBITDA1 (Margin) $104M (21.4%) Locations2 15 Campuses in 9 States Key Metrics Avg. Enrollment1 ~14k Students Cohort Default Rate3 0% 90/10 Ratio3 ~79% Graduation Rate4 ~70% Employment Rate4 ~82% Composite Score: Calculated and reported only at an enterprise level. Reported score for FYE 9/30/24 was 2.3. Note: For detailed reconciliations of Non-GAAP measures see the Appendix.


 
19 UTI Division Programs by Location MSAT = Manufacturer-Specific Advanced Training (offerings vary by location) Note some programs above have been announced but are not yet open at all locations shown. 1 UTI Avondale and Motorcycle Mechanics Institute Phoenix 2 UTI Orlando and Orlando Motorcycle & Marine Mechanics Institutes Austin, Texas Avondale, Arizona1 Bloomfield, New Jersey Canton, Michigan Dallas, Texas Exton, Pennsylvania Houston, Texas Lisle, Illinois Long Beach, California Miramar, Florida Mooresville, North Carolina Orlando, Florida2 Rancho Cucamonga, California Sacramento, California Transportation Airframe & Powerplant      Automotive              Collision   Diesel             Marine  Motorcycle   MSAT            NASCAR Tech  Energy Energy Technology  Wind Power     Skilled Trades CNC Machining  HVACR            Industrial Maintenance     Non-Destrictive Testing  Robotics & Automation     Welding              Electrical, Electronics & Industrial Technology (EEIT) Electrical, Electronics & Industrial Technology   Electrical, Wind Turbine Technology  Electrical & Industrial Maintenance Technology  Electrical, Robotics & Automation Technology 


 
20 Business Overview • 20+ programs for in-demand healthcare professional degrees and certifications • Program Mix (FY2024 Revenue): – Dental 27%, Medical Assisting 22%, Other Allied Health 22%, Nursing 17%, Diagnostic 9%, and Health Services Management 3% • Program expansions into existing campuses will continue in FY2025 and beyond Healthcare education provider focused on preparing America’s next generation of healthcare professionals for rewarding careers in areas such as dental, patient care, nursing and allied health. 1 Fiscal 2024 2 Current active campuses – Additional campus announced in Fort Myers, FL; New Campus openings subject to appropriate regulatory approvals 3 Based on most recent reporting periods and represent approximate averages across Concorde’s 12 OPEIDs, though individual program results may vary significantly from the mean. Note that due to the COVID-19 pandemic, ED paused all loan payments from March 13, 2020 through September 30, 2023, significantly decreasing default rates. 4 Aggregated rates for the 14 campuses accredited by ACCSC based on reporting in the ACCSC 2024 annual reports and excludes the two campuses not accredited by ACCSC. Each of the ACCSC program outcomes is evaluated individually. The ACCSC reports exclude graduates from the employment rate calculation who were not available for employment because of continuing education, military service, health, incarceration, death or international student status. See disclosures on the individual campus pages on Concorde.edu for additional information. Mission Statement To prepare committed students for successful employment in a rewarding health care profession through high-caliber training, real world experience and student-centered support. . Summary Statistics Founded 1968 Revenue1 $246M Operating Inc.1 (Margin) $21M (8.4%) Adj. EBITDA1 (Margin) $28M (11.5%) Locations2 17 Campuses in 8 States Key Metrics Avg. Enrollment1 ~8k Students Cohort Default Rate3 0% 90/10 Ratio3 ~76% Graduation Rate4 ~73% Employment Rate4 ~85% Concorde Career Colleges Division Overview © GeoNames, Microsoft, TomTom Powered by Bing Note: For detailed reconciliations of Non-GAAP measures see the Appendix. Composite Score: Calculated and reported only at an enterprise level. Reported score for FYE 9/30/24 was 2.3.


 
21 Concorde Division Programs by Location Note some programs above have been announced but are not yet open Kansas City location includes both a main campus and a smaller satellite campus Aurora, Colorado Dallas, Texas Garden Grove, California Grand Prarie, Texas Jacksonville, Florida Kansas City, Missouri Memphis, Tennessee Miramar, Florida North Hollywood, California Orlando, Florida Portland, Oregon San Antonio, Texas San Bernadino, California San Diego, California Southaven, Mississippi Tampa, Florida Online Nursing Nursing (BS)   Nursing Practice (AS/AAS)   Practical / Vocational Nursing (Diploma)           RN to BSN  Dental Dental Assisting (AS/AAS)  Dental Assisting (Diploma)                 Dental Hygiene (AS/AAS)               Diagnostic Cardiovascular Sonography (AS/AAS)             Diagnostic Medical Sonography (AS/AAS)            Neurodiagnostic Technology (AS/AAS)    Polysomnographic Technology (Diploma)     Radiologic Technology (AS/AAS)   Patient Care Massage Therapy (Diploma)   Occupational Therapy Assistant (AS/AAS)  Physical Therapist Assistant (AS/AAS)           Respiratory Therapy (AS/AAS)              Surgical Technology (AS/AAS)               Allied Health Dental Hygiene (BS)  Healthcare Administration (BS)  Medical Assistant (Diploma)                 Medical Assisting (AS/AAS)  Medical Office Administration (Diploma)  Medical Office Professional (AS/AAS)  Medical Office Professional (Diploma)   Pharmacy Technician (AS/AAS)  Pharmacy Technician (Diploma)      Phlebotomy Technician (Diploma)            Sterile Processing Technician (Diploma)             Continuing Education Radiography    


 
22 Illustrative Organic Growth Opportunities ($10) $0 $10 $20 $30 $40 $50 Year 0/1 Year 2 Year 3 Year 4 Year 5 New Campus* ($0.5) $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 $3.5 Year 0/1 Year 2 Year 3 Year 4 Year 5 HVACR (UTI) ($1) $0 $1 $2 $3 $4 $5 Year 0/1 Year 2 Year 3 Year 4 Year 5 Dental Hygiene (Concorde) Note: Financial projections based on management’s current beliefs, expectations and assumptions about future events, conditions and results. Representative figures include startup expenses and are not fully burdened (i.e., exclude allocated corporate and marketing costs and working capital considerations). Growth strategy expected to include additional program expansions and new campuses. Below examples are for directional guidance on financial impact. HVACR Program Dental Hygiene Program UTI Division Concorde Division CapEx Requirement $8M-$28M ~$0.8M ~$2.5M IRR (10-year) 30%+ 55%+ 30%+ Sq Footage Requirement 35,000-115,000 4,500 7,500 Avg Students 600-1,300 ~110 ~70 New Campus *Pro forma optimized campus projections shown. Actual financial profiles will vary by location and program mix. = UTI = Concorde


 
23 Differentiated Industry Partnerships UTI’s relationships with more than 30 leading brands, and other industry and employer partners for both UTI and Concorde, provide unique value propositions and competitive differentiation for our schools and students. On 8/1/24 the Company announced a first-of-its-kind partnership with Heartland Dental to develop a co-branded campus for dental hygiene and dental assistant programs.


 
24 Non-GAAP Information


 
25 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. 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. 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. 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. Management utilizes adjusted figures as performance measures internally for operating decisions, strategic planning, annual budgeting and forecasting. For the periods presented, our adjustments for items that management does not consider to be normal recurring operations include: • Acquisition-related costs: We have excluded costs associated with both potential and announced acquisitions to allow for comparable financial results to historical operations and forward-looking guidance. • Integration-related costs for completed acquisitions: We have excluded integration costs related to business structure realignment and new programs for recent acquisitions to allow for comparable financial results to historical operations and forward-looking guidance. In addition, the nature and amount of such charges vary significantly based on the size and timing of the programs. By excluding the referenced expenses from our non-GAAP financial measures, our management is able to further evaluate our ability to utilize existing assets and estimate their long-term value. Furthermore, our management believes that • Restructuring costs: In December 2023, we announced plans to consolidate the two Houston, Texas campus locations to align the curriculum, student facing systems, and support services to better serve students seeking careers in in-demand fields. As part of the transition, the MIAT-Houston campus, acquired in November 2021, began a phased teach-out in May 2024, and such campus began operating under the UTI brand. Both facilities will remain in use, operated by UTI-Houston post-consolidation. As of March 31, 2025, the only remaining cost related to this restructuring is the potential for federal loan discharges. • Facility lease accounting adjustments: During 2024, we recorded a lease accounting adjustment for a lease termination payment for the previous Concorde corporate offices. These adjustments are not considered part of normal recurring operations. • One-time costs associated with new campus openings: During fiscal 2022, we opened new campus locations in Austin, Texas and Miramar, Florida. We continued to incur one-time costs during fiscal 2023 for the campus opening as we completed the build-out of the remaining programs in the new facilities. We disclose any campus adjustments as direct costs (net of any corporate allocations). Outfitting a new campus requires significant facility improvements and modifications, and the purchase of technical equipment and training aids necessary for teaching our programs, the combination of which requires a significant investment by the Company which would not be considered part of normal recurring operations. 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 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 included in the following slides and investors are encouraged to review the reconciliations. Information reconciling forward-looking adjusted EBITDA and adjusted free cash flow to the most directly comparable GAAP financial measure is unavailable to the company without unreasonable effort. The company is not able to provide a quantitative reconciliation of forward-looking adjusted EBITDA or adjusted free cash flow to the most directly comparable GAAP financial measure because certain items required for such reconciliation are uncertain, outside of the company’s control and/or cannot be reasonably predicted, including but not limited to the provision for (benefit from) income taxes. Preparation of such reconciliation would require a forward-looking statement of income and statement of cash flows prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to the company without unreasonable effort. Use of Non-GAAP Financial Information


 
26 Adjusted EBITDA Reconciliation ($ in thousands) 1. Costs related to both announced and potential acquisition targets; FY2025 projected spend is an estimate and is fully contingent on acquisition-related spend this year, if any. 2. Costs related to integrating the MIAT programs at the UTI campuses and launching Concorde programs that were previously approved by regulatory bodies prior to the acquisition are presented in “Integration- related costs for completed acquisitions.” In prior quarters, these costs were presented in a line labeled “Start-up costs for new campuses and program expansion.” As the nature of the spend and activity are more aligned to integration, we have updated our presentation and recast the prior year for comparability. During the three months ended December 31, 2024, the Company received $0.7 million in funds in final settlement of the outstanding escrow accounts affiliated with the purchase of Concorde on December 1, 2022. 3. In December 2023, the Company announced plans to consolidate its MIAT-Houston and UTI-Houston operations beginning in fiscal 2024 which was completed in Q1 fiscal 2025. As of March 31, 2025, the only remaining cost related to this restructuring is the potential for federal loan discharges. 4. During 2024, we recorded a lease accounting adjustment for a lease termination payment for the previous Concorde corporate offices. These adjustments are not considered part of normal recurring operations. 5. The Austin, TX and Miramar, FL campuses opened during FY2022. The adjustment reflects one-time opening costs incurred for both campuses. Notes: The acquisition of Concorde closed on December 1, 2022 (FY2023), impacts comparability across periods; Expected adjustments outlined for FY2025 are illustrative only and may differ from what is realized, either in the amounts &/or the categories shown. Net income, as reported ~$58,000 $42,001 $12,322 Interest expense, net ~1,700 3,157 3,795 Income tax expense ~21,500 14,229 5,765 Depreciation and amortization ~33,500 29,324 25,215 EBITDA ~$114,700 $88,711 $47,097 Stock-based compensation expense ~9,000 8,560 3,848 Acquisition-related costs(1) ~2,000 − 2,374 Integration-related costs for completed acquisitions(2) (700) 6,049 8,585 Restructuring costs(3) ~1,000 185 − Facility lease accounting adjustments(4) − (650) − One-time costs associated with new campus openings(5) − − 2,341 Adjusted EBITDA, non-GAAP ~$126,000 $102,855 $64,245 FY2025 Guidance Range $124,000-$128,000 Actual Fiscal 2024 Actual Fiscal 2023 Guidance Midpoint Fiscal 2025


 
27 Adjusted Free Cash Flow Reconciliation ($ in thousands) 1. Costs related to both announced and potential acquisition targets; FY2025 projected spend is an estimate and is fully contingent on acquisition-related spend this year, if any. 2. Costs related to integrating the MIAT programs at the UTI campuses and launching Concorde programs that were previously approved by regulatory bodies prior to the acquisition are presented in “Cash outflow for integration-related costs for completed acquisition" and "Cash outflow for integration-related property and equipment." In prior quarters, these costs were presented in a line labeled “Cash outflow for start-up costs for new campuses and program expansion" and "Cash outflow for property and equipment for new campuses and program expansion." As the nature of the spend and activity are more aligned to integration, we have updated our presentation and recast the prior year for comparability. During the three months ended December 31, 2024, the Company received $0.7 million in funds in final settlement of the outstanding escrow accounts affiliated with the purchase of Concorde on December 1, 2022. 3. In December 2023, the Company announced plans to consolidate its MIAT-Houston and UTI-Houston operations beginning in fiscal 2024 which was completed in Q1 fiscal 2025. As of March 31, 2025, the only remaining cost related to this restructuring is the potential for federal loan discharges. 4. During 2024, we recorded a lease accounting adjustment for a lease termination payment for the previous Concorde corporate offices. These adjustments are not considered part of normal recurring operations. 5. In March 2023 we purchased the three primary buildings and related land at our Orlando, FL campus. 6. The Austin, TX and Miramar, FL campuses opened during FY2022. The adjustment reflects one-time opening costs incurred for both campuses. Note: Expected adjustments outlined for FY2025 are illustrative only and may differ from what is realized, either in the amounts &/or the categories shown. Guidance Midpoint Fiscal 2025 Actual Fiscal 2024 Actual Fiscal 2023 Cash flow provided by operating activities, as reported ~$117,700 $85,895 $49,148 Purchase of property and equipment ~(55,000) (24,298) (56,685) Free cash flow, non-GAAP ~62,700 $61,597 ($7,537) Adjustments Cash outflow for acquisition-related costs(1) ~2,000 − 2,347 Cash outflow for integration-related costs for completed acquisitions(2) (700) 6,196 7,768 Cash outflow for integration-related PP&E(2) − 4,330 10,530 Cash outflow for restructuring costs and PP&E(3) ~1,000 632 − Cash outflow for facility lease accounting adjustments(4) − 700 − Cash outflow to purchase campuses(5) − − 26,156 Cash outflow for PP&E associated with new campus openings(6) − − 7,484 Cash outflow for one-time costs associated with new campus openings(6) − − 2,341 Adjusted Free Cash Flow, non-GAAP ~$65,000 $73,455 $49,089 FY2025 Guidance Range $62,000-$68,000


 
28


 
EX-99.3 4 q32025financialsupplemen.htm EX-99.3 q32025financialsupplemen
Universal Technical Institute, Inc. Q3 2025 Financial Supplement


 
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 2025 guidance for new student start growth, revenue growth, net income, diluted earnings per share, Adjusted EBITDA and Adjusted Free Cash Flow; (2) the Company’s expectation that it will continue to expand its value proposition and build a business that can grow in double digits with potential upside, regardless of the economic environment; and (3) the Company’s expectation that it will succeed in new program launches next year. 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, failure of our schools to comply with the extensive regulatory requirements for school operations; shifts in higher education laws, regulation and policy at the federal and state levels; our failure to maintain eligibility for or our ability to process federal student financial assistance funds; the effect of current and future Title IV Program regulations arising out of negotiated rulemakings, including any potential reductions in funding or restrictions on the use of funds received through Title IV Programs; the effect of future legislative or regulatory initiatives related to veterans’ benefit programs; continued Congressional examination of the for-profit education sector; regulatory investigations of, or actions commenced against, us or other companies in our industry; our failure to execute on our growth and diversification strategy, including effectively identifying, establishing and operating additional schools, programs or campuses; our failure to realize the expected benefits of our acquisitions, or our failure to successfully integrate our acquisitions.; our failure to improve underutilized capacity at certain of our campuses; enrollment declines or challenges in our students’ ability to find employment as a result of macroeconomic conditions; our failure to maintain and expand existing industry relationships and develop new industry relationships; our ability to update and expand the content of existing programs and develop and integrate new programs in a timely and cost-effective manner while maintaining positive student outcomes; a loss of our senior management or other key employees; failure to comply with the restrictive covenants and our ability to pay the amounts when due under the credit agreement; the effect of our principal stockholder owning a significant percentage of our capital stock, and thus being able to influence certain corporate matters and the potential in the future to gain substantial control over our company; the effect of public health pandemics, epidemics or outbreak, including COVID-19, and other risks that are described from time to time in our public filings. 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. PAGE 2


 
Consolidated Q3 2025 Highlights Q3 2025 Revenue $204.3 million Net Income $10.7 million Adjusted EBITDA $25.3 million Diluted Earnings Per Share $0.19 PAGE 3 ■ Delivered Q3 results exceeding analyst consensus across all metrics. ■ New student starts of 5,721, or 2.8% growth versus the prior year period. ■ Revenue of $204.3 million or 15.1% growth versus the prior year period, with UTI and Concorde achieving 12.2% and 20.7% growth, respectively. ■ Significant increases in key profitability measures year-over-year, with net income improvement of 114% versus the prior year period to $10.7 million, and adjusted EBITDA(1) increasing by 37% to $25.3 million. ■ $237 million of total liquidity, including $47 million of short-term investments and $119 million of revolver capacity, provides ample capital to drive forward the Company’s announced organic growth strategy. ■ Raised fiscal 2025 guidance ranges for Revenue and New Student Starts while maintaining expectations for other key metrics. ■ Reiterated confidence in previously announced(2) 5-year strategic targets with a Revenue CAGR of ~10% and Adjusted EBITDA approaching $200M by FY2029. 1. For a detailed reconciliation of Non-GAAP measures, see slides 17-21. 2. See Company press release dated 8/5/2024


 
Consolidated Q3 2025 Summary Results ($ in millions) ($ in millions, except for student data) 3 Mos. 6/30/25 3 Mos. 6/30/24 YoY Change 9 Mos. 6/30/25 9 Mos. 6/30/24 YoY Change Revenues $204.3 $177.5 15.1% $613.2 $536.3 14.3% Operating expenses $190.1 $170.0 11.8% $554.7 $503.5 10.2% Educational services and facilities $105.6 $95.3 10.8% $308.2 $285.2 8.1% Selling, general and administrative $84.5 $74.7 13.1% $246.5 $218.3 12.9% Income from operations $14.2 $7.4 90.1% $58.5 $32.9 77.9% Total other income (expense), net $0.2 $(0.7) (129.0)% $0.2 $(2.0) (111.5)% Income tax expense $(3.7) $(1.8) 108.2% $(14.5) $(7.7) 87.7% Net income $10.7 $5.0 113.9% $44.3 $23.2 91.1% Adjusted EBITDA(1) $25.3 $18.4 37.3% $89.7 $65.5 36.8% Operating cash flow $18.1 $10.0 80.2% $40.2 $18.4 119.1% Adjusted free cash flow(1) $7.0 $7.2 (2.9)% $15.0 $10.9 37.6% Capital expenditures $11.2 $7.0 59.9% $25.5 $16.8 52.1% PAGE 4 1. For a detailed reconciliation of Non-GAAP measures, see slides 17-21.


 
Consolidated Statements of Operations Trend ($ in thousands, except EPS) 3 Mos. 6/30/25 3 Mos. 3/31/25 3 Mos. 12/31/24 12 Mos. 9/30/24 3 Mos. 9/30/24 3 Mos. 6/30/24 3 Mos. 3/31/24 3 Mos. 12/31/23 12 Mos. 9/30/23(1) Revenues $ 204,298 $ 207,447 $ 201,429 $ 732,687 $ 196,358 $ 177,458 $ 184,176 $ 174,695 $ 607,408 Operating expenses: Educational services and facilities 105,604 102,488 100,141 384,529 99,355 95,277 97,488 92,409 329,870 Selling, general and administrative 84,542 88,106 73,810 289,267 70,981 74,735 75,496 68,055 256,139 Total operating expenses $ 190,146 $ 190,594 $ 173,951 $ 673,796 $ 170,336 $ 170,012 $ 172,984 $ 160,464 $ 586,009 Income from operations 14,152 16,853 27,478 58,891 26,022 7,446 11,192 14,231 21,399 Total other income (expense), net 200 (19) 51 (2,661) (652) (689) (638) (682) (3,312) Income tax expense (3,689) (5,388) (5,376) (14,229) (6,530) (1,772) (2,767) (3,160) (5,765) Net Income $ 10,663 $ 11,446 $ 22,153 $ 42,001 $ 18,840 $ 4,985 $ 7,787 $ 10,389 $ 12,322 Preferred stock dividends — — — (1,097) — — — (1,097) (5,069) Income available for distribution $ 10,663 $ 11,446 $ 22,153 $ 40,904 $ 18,840 $ 4,985 $ 7,787 $ 9,292 $ 7,253 Income allocated to participating securities $ — $ — $ — $ (2,855) $ — $ — $ — $ (2,855) $ (2,712) Net income available to common shareholders $ 10,663 $ 11,446 $ 22,153 $ 38,049 $ 18,840 $ 4,985 $ 7,787 $ 6,437 $ 4,541 Net income per share, diluted $ 0.19 $ 0.21 $ 0.40 $ 0.75 $ 0.34 $ 0.09 $ 0.14 $ 0.17 $ 0.13 EBITDA(2) $ 22,616 $ 25,000 $ 35,442 $ 88,711 $ 33,927 $ 14,842 $ 18,513 $ 21,429 $ 47,097 Total Shares Outstanding (Period End) 54,424 54,406 54,366 53,817 53,817 53,812 53,801 53,732 34,075 Weighted Average Diluted Shares Outstanding 55,635 55,442 55,406 50,851 55,404 54,951 54,770 37,439 34,479 PAGE 5 1. The acquisition of Concorde closed on December 1, 2022 impacting comparability for the twelve months ended September 30, 2023 against all future periods. 2. For a detailed reconciliation of Non-GAAP measures, see slides 17-21.


 
Consolidated Results of Operations Trend Percent of Revenue 3 Mos. 3 Mos. 3 Mos. 12 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 12 Mos. 6/30/25 3/31/25 12/31/24 9/30/24 9/30/24 6/30/24 3/31/24 12/31/23 9/30/23(1) Revenues 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% Operating Expenses: Educational services and facilities 51.7% 49.4% 49.8% 52.5% 50.6% 53.7% 52.9% 52.9% 54.3% Selling, general and administrative 41.4% 42.5% 36.6% 39.5% 36.1% 42.1% 41.0% 39.0% 42.2% Total operating expenses 93.1% 91.9% 86.4% 92.0% 86.7% 95.8% 93.9% 91.9% 96.5% Income from operations 6.9% 8.1% 13.6% 8.0% 13.3% 4.2% 6.1% 8.1% 3.5% Total other income (expense), net 0.1% 0.0% 0.1% (0.4)% (0.3)% (0.4)% (0.3)% (0.4)% (0.5)% Income tax expense (1.8)% (2.6)% (2.7)% (1.9)% (3.3)% (1.0)% (1.5)% (1.8)% (0.9)% Net Income 5.2% 5.5% 11.0% 5.7% 9.6% 2.8% 4.2% 5.9% 2.0% Preferred stock dividends —% —% —% (0.1)% —% —% —% (0.6)% (0.8)% Income available for distribution 5.2% 5.5% 11.0% 5.6% 9.6% 2.8% 4.2% 5.3% 1.2% Income allocated to participating securities —% —% —% (0.4)% —% —% —% (1.6)% (0.4)% Net income available to common shareholders 5.2% 5.5% 11.0% 5.2% 9.6% 2.8% 4.2% 3.7% 0.7% EBITDA(2) 11.1% 12.1% 17.6% 12.1% 17.3% 8.4% 10.1% 12.3% 7.8% PAGE 6 1. The acquisition of Concorde closed on December 1, 2022 impacting comparability for the twelve months ended September 30, 2023 against all future periods. 2. For a detailed reconciliation of Non-GAAP measures, see slides 17-21.


 
Quarterly Trend – Segment Key Metrics ($ in millions, except revenue per student amounts) ($ in millions, except for student data) 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 6/30/25 3/31/25 12/31/24 9/30/24 6/30/24 6/30/25 3/31/25 12/31/24 9/30/24 6/30/24 UTI UTI UTI UTI UTI Concorde Concorde Concorde Concorde Concorde New student starts 2,829 3,591 2,753 7,068 2,916 2,892 3,059 2,560 4,424 2,651 Y/Y (decline)/growth (3.0)% 26.4% 19.0% 8.7% (12.5)% 9.1% 15.9% 26.0% 13.7% 34.8% Average full-time active students 14,205 14,777 15,464 14,067 13,041 9,552 9,827 9,598 9,113 8,038 Average student Y/Y growth/(decline) 8.9% 7.0% 8.0% 9.2% 13.0% 18.8% 15.5% 16.4% 13.8% 14.0% Revenue per student $9,300 $9,100 $8,500 $9,300 $9,000 $7,600 $7,400 $7,300 $7,200 $7,500 Y/Y growth/(decline) 3.3% 2.2% 4.9% 4.5% 3.4% 1.3% 2.8% 1.4% 4.3% 1.4% Revenues $131.5 $134.2 $131.5 $130.5 $117.1 $72.8 $73.2 $70.0 $65.8 $60.3 Y/Y growth/(decline) 12.3% 8.8% 14.0% 13.2% 16.1% 20.7% 20.2% 18.0% 19.6% 15.0% Income from operations $19.9 $21.4 $25.5 $30.4 $14.1 $5.9 $8.9 $11.2 $6.7 $3.7 Margin 15.1% 15.9% 19.4% 23.3% 12.0% 8.1% 12.2% 16.0% 10.2% 6.1% Adjusted EBITDA(1) $26.5 $28.0 $31.9 $37.5 $20.7 $8.1 $10.9 $13.0 $8.3 $5.9 Adjusted EBITDA margin 20.1% 20.8% 24.2% 28.7% 17.7% 11.1% 14.9% 18.6% 12.6% 9.8% PAGE 7 Note: Corporate results are not included within these metrics as they do not have any student data. 1. For a detailed reconciliation of Non-GAAP measures, see slides 17-21.


 
3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 6/30/25 6/30/25 6/30/25 6/30/25 6/30/24 6/30/24 6/30/24 6/30/24 UTI Concorde Corporate Consolidated UTI Concorde Corporate Consolidated Revenues $ 131,463 $ 72,835 $ — $ 204,298 $ 117,134 $ 60,324 $ — $ 177,458 Educational services and facilities 61,089 44,515 — 105,604 57,525 37,752 — 95,277 Selling, general and administrative 50,504 22,391 11,647 84,542 45,473 18,856 10,406 74,735 Total operating expenses 111,593 66,906 11,647 190,146 102,998 56,608 10,406 170,012 Income (loss) from operations 19,870 5,929 (11,647) 14,152 14,136 3,716 (10,406) 7,446 Net income (loss) 18,583 5,890 (13,810) 10,663 12,673 3,778 (11,466) 4,985 EBITDA(1) 25,939 7,868 (11,191) 22,616 19,885 5,083 (10,126) 14,842 Adjusted EBITDA(1) 26,469 8,076 (9,271) 25,274 20,693 5,865 (8,147) 18,411 Adjusted EBITDA margin 20.1% 11.1% —% 12.4% 17.7% 9.8% —% 10.4% Segment Results of Operations: Third Quarter ($ in thousands) PAGE 8 1. For a detailed reconciliation of Non-GAAP measures, see slides 17-21.


 
9 Mos. 9 Mos. 9 Mos. 9 Mos. 9 Mos. 9 Mos. 9 Mos. 9 Mos. 6/30/25 6/30/25 6/30/25 6/30/25 6/30/24 6/30/24 6/30/24 6/30/24 UTI Concorde Corporate Consolidated UTI Concorde Corporate Consolidated Revenues $ 397,169 $ 216,005 $ — $ 613,174 $ 355,831 $ 180,498 $ — $ 536,329 Educational services and facilities 181,677 126,556 — 308,233 174,993 110,181 — 285,174 Selling, general and administrative 148,730 63,443 34,285 246,458 133,526 56,227 28,533 218,286 Total operating expenses 330,407 189,999 34,285 554,691 308,519 166,408 28,533 503,460 Income (loss) from operations 66,762 26,006 (34,285) 58,483 47,312 14,090 (28,533) 32,869 Net income (loss) 63,090 25,892 (44,720) 44,262 42,886 14,271 (33,996) 23,161 EBITDA(1) 84,782 31,505 (33,229) 83,058 64,253 17,828 (27,297) 54,784 Adjusted EBITDA(1) $ 86,304 $ 31,981 $ (28,609) $ 89,676 $ 66,658 $ 20,033 $ (21,144) $ 65,547 Adjusted EBITDA margin 21.7 % 14.8 % — % 14.6 % 18.7 % 11.1 % — % 12.2 % Segment Results of Operations: Year-to-Date ($ in thousands) PAGE 9 1. For a detailed reconciliation of Non-GAAP measures, see slides 17-21.


 
Segment Expense Details: Third Quarter ($ in thousands) 3 Mos. % of 3 Mos. % of 3 Mos. % of 3 Mos. % of 06/30/2025 Segment 06/30/2025 Segment 06/30/2025 Consolidated 06/30/2025 Consolidated UTI Revenue Concorde Revenue Corporate Revenue Consolidated Revenue EDUCATIONAL SERVICES AND FACILITIES EXPENSES: Compensation and related costs $ 33,952 25.8 % $ 28,386 39.0 % $ — — % $ 62,338 30.5 % Occupancy costs 8,413 6.4 % 5,986 8.2 % — — % 14,399 7.0 % Supplies, maintenance and student expense 6,150 4.7 % 4,583 6.3 % — — % 10,733 5.3 % Depreciation and amortization expense 6,035 4.6 % 1,679 2.3 % — — % 7,714 3.8 % Contract services expense 994 0.8 % 583 0.8 % — — % 1,577 0.8 % Other educational services and facilities expense 5,545 4.2 % 3,298 4.5 % — — % 8,843 4.3 % Total $ 61,089 46.5 % $ 44,515 61.1 % $ — — % $ 105,604 51.7 % SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES: Compensation and related costs $ 22,894 17.4 % $ 7,776 10.7 % $ 9,767 4.8 % $ 40,437 19.8 % Advertising and marketing costs 15,010 11.4 % 7,534 10.3 % 151 0.1 % 22,695 11.1 % Professional and contract service expense 2,093 1.6 % 668 0.9 % 3,819 1.9 % 6,580 3.2 % Other selling general and administrative expense 10,507 8.0 % 6,413 8.8 % (2,090) (1.0) % 14,830 7.3 % Total $ 50,504 38.4 % $ 22,391 30.7 % $ 11,647 5.7 % $ 84,542 41.4 % COMPENSATION AND RELATED COST SUMMARY: Salaries, employee benefit and tax expense $ 53,338 40.6 % $ 34,773 47.7 % $ 6,337 3.1 % $ 94,448 46.2 % Bonus expense 2,978 2.3 % 1,181 1.6 % 1,510 0.7 % 5,669 2.8 % Stock based compensation 530 0.4 % 208 0.3 % 1,920 0.9 % 2,658 1.3 % Total compensation and related costs $ 56,846 43.2 % $ 36,162 49.6 % $ 9,767 4.8 % $ 102,775 50.3 % PAGE 10


 
Segment Expense Details: Year-to-Date ($ in thousands) 9 Mos. % of 9 Mos. % of 9 Mos. % of 9 Mos. % of 06/30/2025 Segment 06/30/2025 Segment 06/30/2025 Consolidated 06/30/2025 Consolidated UTI Revenue Concorde Revenue Corporate Revenue Consolidated Revenue EDUCATIONAL SERVICES AND FACILITIES EXPENSES: Compensation and related costs $ 99,331 25.0 % $ 81,816 37.9 % $ — — % $ 181,147 29.5 % Occupancy costs 23,805 6.0 % 16,819 7.8 % — — % 40,624 6.6 % Supplies, maintenance and student expense 20,313 5.1 % 12,624 5.8 % — — % 32,937 5.4 % Depreciation and amortization expense 17,913 4.5 % 4,729 2.2 % — — % 22,642 3.7 % Contract services expense 3,028 0.8 % 1,764 0.8 % — — % 4,792 0.8 % Other educational services and facilities expense 17,287 4.4 % 8,804 4.1 % — — % 26,091 4.3 % Total $ 181,677 45.7 % $ 126,556 58.6 % $ — — % $ 308,233 50.3 % SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES: Compensation and related costs $ 70,497 17.7 % $ 22,081 10.2 % $ 27,102 4.4 % $ 119,680 19.5 % Advertising and marketing costs 44,536 11.2 % 22,791 10.6 % 551 0.1 % 67,878 11.1 % Professional and contract service expense 5,876 1.5 % 2,152 1.0 % 11,672 1.9 % 19,700 3.2 % Other selling general and administrative expense 27,821 7.0 % 16,419 7.6 % (5,040) (0.8) % 39,200 6.4 % Total $ 148,730 37.4 % $ 63,443 29.4 % $ 34,285 5.6 % $ 246,458 40.2 % COMPENSATION AND RELATED COST SUMMARY: Salaries, employee benefit and tax expense $ 157,762 39.7 % $ 100,044 46.3 % $ 17,378 2.8 % $ 275,184 44.9 % Bonus expense 10,587 2.7 % 3,377 1.6 % 5,277 0.9 % 19,241 3.1 % Stock based compensation 1,479 0.4 % 476 0.2 % 4,447 0.7 % 6,402 1.0 % Total compensation and related costs $ 169,828 42.8 % $ 103,897 48.1 % $ 27,102 4.4 % $ 300,827 49.1 % PAGE 11


 
New Student Starts Details 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 6/30/2025 3/31/2025 12/31/2024 9/30/2024 6/30/2024 3/31/2024 Total Consolidated Total New Student Starts 5,721 6,650 5,313 11,492 5,567 5,480 Y/Y growth/(decline) 2.8% 21.4% 22.3% 10.6% 5.0% 18.5% UTI Segment Total New Student Starts 2,829 3,591 2,753 7,068 2,916 2,840 Y/Y (decline)/growth (3.0)% 26.4% 19.0% 8.7% (12.5)% 19.6% High School New Student Starts 648 687 737 4,436 708 631 Y/Y (decline)/growth (8.5)% 8.9% 15.2% 9.7% (40.8)% 17.1% Adult New Student Starts 1,514 2,017 1,383 1,974 1,586 1,579 Y/Y (decline)/growth (4.5)% 27.7% 19.8% 2.9% (1.7)% 19.6% Military New Student Starts 667 887 633 658 622 630 Y/Y growth/(decline) 7.2% 40.8% 21.7% 22.5% 18.5% 22.3% Concorde Segment Total New Student Starts 2,892 3,059 2,560 4,424 2,651 2,640 Y/Y growth/(decline) 9.1% 15.9% 26.0% 13.7% 34.8% 17.2% Core New Student Starts 1,523 1,762 1,474 2,183 1,434 1,433 Y/Y growth/(decline)(1) 6.2% 23.0% 17.5% 14.2% 10.4% 4.8% Clinical New Student Starts 1,207 1,054 988 2,033 1,053 1,084 Y/Y (decline)/growth 14.6% (2.8)% 50.4% 6.7% 64.0% 24.9% Short-Course New Student Starts 162 243 98 208 164 123 Y/Y (decline)/growth(1) (1.2)% 97.6% (19.0)% 181.1% 530.8% 623.5% PAGE 12 1. Short-Course New Student Starts, previously presented within Core New Student Starts, are now presented separately and all prior periods have been restated to the new presentation.


 
Consolidated Balance Sheet and Cash Flow Summary ($ in thousands) At: 6/30/25 9/30/24 Cash & cash equivalents $ 70,672 $ 161,900 Restricted cash 2,727 5,572 Held-to-maturity investments 47,162 — Total current assets 185,180 221,951 PP&E (net) 267,717 264,797 Right-of-use assets for operating leases 175,382 158,778 Goodwill and intangible assets 46,026 46,688 Notes receivable, less current portion 40,014 36,267 Total assets 740,759 744,575 Operating lease liability, current portion 18,733 22,210 Long term debt, current portion 2,822 2,697 Total current liabilities 185,025 204,963 Operating lease liability 168,508 146,831 Long-term debt 70,942 123,007 Total liabilities 433,972 484,344 Stockholders’ equity 306,787 260,231 Total liabilities & equity $ 740,759 $ 744,575 9 Mos. 6/30/25 9 Mos. 6/30/24 Net cash provided by operating activities $ 40,226 $ 18,361 Purchase of property and equipment (25,499) (16,769) Purchase of held-to-maturity investments (54,648) — Proceeds received upon maturity of investments 1,874 — Proceeds from insurance policy — 261 Net cash used in investing activities (78,273) (16,508) Proceeds from revolving credit facility 6,000 36,000 Payments on revolving credit facility (56,000) (59,000) Payment of term loans and finance leases (2,010) (1,870) Preferred share repurchase — (11,503) Payment of preferred stock cash dividend — (1,097) Proceeds from stock option exercises 659 — Payment of payroll taxes on stock-based compensation through shares withheld (4,675) (2,191) Net cash used in financing activities (56,026) (39,661) Change in cash and restricted cash (94,073) (37,808) Ending balance of cash and restricted cash 73,399 119,116 PAGE 13 Note: On December 18, 2023, the Company exercised in full its right of conversion of the Company’s Series A Preferred Stock which resulted in the conversion of all outstanding Series A Preferred shares into 19,296,843 shares of Common Stock.


 
Earnings Per Share Trend and Guidance ($ in thousands, except EPS) Guidance Actual Actual Actual Actual Actual Actual Actual Actual Fiscal 2025 Midpoint 3 Mos. 6/30/25 3 Mos. 3/31/25 3 Mos. 12/31/24 12 Mos. 9/30/24 3 Mos. 9/30/24 3 Mos. 6/30/24 3 Mos. 3/31/24 3 Mos. 12/31/23 Net Income ~$56,000-60,000 $ 10,663 $ 11,446 $ 22,153 $ 42,001 $ 18,840 $ 4,985 $ 7,787 $ 10,389 Less: Preferred stock dividend declared — — — — (1,097) — — — (1,097) Net income available for distribution ~$56,000-60,000 10,663 11,446 22,153 40,904 18,840 4,985 7,787 9,292 Income allocated to participating securities — — — — (2,855) — — — (2,855) Net income available to common shareholders ~$56,000-60,000 $ 10,663 $ 11,446 $ 22,153 $ 38,049 $ 18,840 $ 4,985 $ 7,787 $ 6,437 Weighted average basic shares outstanding ~54,200 54,412 54,383 53,987 49,429 53,813 53,805 53,757 36,434 Basic income per common share ~$1.03-1.11 $ 0.20 $ 0.21 $ 0.41 $ 0.77 $ 0.35 $ 0.09 $ 0.14 $ 0.18 Weighted average basic shares outstanding ~54,200 54,412 54,383 53,987 49,429 53,813 53,805 53,757 36,434 Dilutive effect related to employee stock plans ~1,400 1,223 1,059 1,419 1,422 1,591 1,146 1,013 1,005 Weighted average diluted shares outstanding ~55,600 55,635 55,442 55,406 50,851 55,404 54,951 54,770 37,439 Diluted income per common share ~$1.00-1.08 $ 0.19 $ 0.21 $ 0.40 $ 0.75 $ 0.34 $ 0.09 $ 0.14 $ 0.17 PAGE 14 Note: With the December 18, 2023 conversion of all remaining Series A preferred shares into common shares, the two-class EPS calculation method will no longer be applicable post fiscal 2024.


 
Leverage as of 6/30/2025 Current Loan Balances $73.8M LTM EBITDA $127.0M Cash & Cash Equivalents and Short-Term Investments $117.8M Gross Leverage Ratio 0.58x Net Leverage Ratio (0.35)x Debt as of 6/30/2025 Term Loan: Avondale Campus Original Note Amount $31.2M Inception Date 5/12/2021 Rate* Fixed/Floating Maturity 7 years Current Note Balance $27.7M Term Loan: Lisle Campus Original Note Amount $38.0M Inception Date 4/14/2022 Rate** Fixed/Floating Maturity 7 years Current Note Balance $36.3M Revolving Credit Facility Total Capacity $125.0M Inception Date 11/21/2022 Rate*** Floating Maturity 5 years Current Loan Balance $6.0M 9/30/2025 proforma leverage calculation is based upon midpoint of the adjusted EBITDA guidance range and projected year-end cash balance, both of which will depend on actual company performance. For a detailed reconciliation of Non-GAAP measures, see slides 17-21. Leverage Ratios PAGE 15 *Avondale rate is 50% fixed at 1.45% + 50% Floating @ SOFR plus 2% Margin **Lisle rate is 50% fixed at 4.69% + 50% Floating @ SOFR plus 2% Margin ***Revolver rate is SOFR plus 1.75% to 2.25% Margin based on UTI's Total Leverage Proforma Leverage 9/30/2025 Note Balances (projected) ~$67M LTM EBITDA - FY 2025 Guidance Midpoint ~$126M Cash & Cash Equivalents and Short-Term Investments (projected) ~$165M Gross Leverage Ratio ~0.5x Net Leverage Ratio ~(0.8)x


 
Use of Non-GAAP Financial Information PAGE 16 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. 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. 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. 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. Management utilizes adjusted figures as performance measures internally for operating decisions, strategic planning, annual budgeting and forecasting. For the periods presented, our adjustments for items that management does not consider to be normal recurring operations include: • Acquisition-related costs: We have excluded costs associated with both potential and announced acquisitions to allow for comparable financial results to historical operations and forward-looking guidance. • Integration-related costs for completed acquisitions: We have excluded integration costs related to business structure realignment and new programs for recent acquisitions to allow for comparable financial results to historical operations and forward-looking guidance. In addition, the nature and amount of such charges vary significantly based on the size and timing of the programs. By excluding the referenced expenses from our non-GAAP financial measures, our management is able to further evaluate our ability to utilize existing assets and estimate their long-term value. Furthermore, our management believes that • Restructuring costs: In December 2023, we announced plans to consolidate the two Houston, Texas campus locations to align the curriculum, student facing systems, and support services to better serve students seeking careers in in-demand fields. As part of the transition, the MIAT-Houston campus, acquired in November 2021, began a phased teach-out in May 2024, and such campus began operating under the UTI brand. Both facilities will remain in use, operated by UTI-Houston post-consolidation. As of March 31, 2025, the only remaining cost related to this restructuring is the potential for federal loan discharges. • Facility lease accounting adjustments: During 2024, we recorded a lease accounting adjustment for a lease termination payment for the previous Concorde corporate offices. These adjustments are not considered part of normal recurring operations. • One-time costs associated with new campus openings: During fiscal 2022, we opened new campus locations in Austin, Texas and Miramar, Florida. We continued to incur one-time costs during fiscal 2023 for the campus opening as we completed the build-out of the remaining programs in the new facilities. We disclose any campus adjustments as direct costs (net of any corporate allocations). Outfitting a new campus requires significant facility improvements and modifications, and the purchase of technical equipment and training aids necessary for teaching our programs, the combination of which requires a significant investment by the Company which would not be considered part of normal recurring operations. 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 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 included in the following slides and investors are encouraged to review the reconciliations. Information reconciling forward-looking adjusted EBITDA and adjusted free cash flow to the most directly comparable GAAP financial measure is unavailable to the company without unreasonable effort. The company is not able to provide a quantitative reconciliation of forward-looking adjusted EBITDA or adjusted free cash flow to the most directly comparable GAAP financial measure because certain items required for such reconciliation are uncertain, outside of the company’s control and/or cannot be reasonably predicted, including but not limited to the provision for (benefit from) income taxes. Preparation of such reconciliation would require a forward-looking statement of income and statement of cash flows prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to the company without unreasonable effort.


 
Consolidated Adjusted EBITDA Reconciliation Trend ($ in thousands) QUARTER-TO-DATE 3 Mos. 6/30/25 3 Mos. 3/31/25 3 Mos. 12/31/24 12 Mos. 9/30/24 3 Mos. 9/30/24 3 Mos. 6/30/24 3 Mos. 3/31/24 3 Mos. 12/31/23 12 Mos. 9/30/23(7) Net income, as reported $ 10,663 $ 11,446 $ 22,153 $ 42,001 $ 18,840 $ 4,985 $ 7,787 $ 10,389 $ 12,322 Interest (income) expense, net (51) 28 (86) 3,157 795 709 757 896 3,795 Income tax expense 3,689 5,388 5,376 14,229 6,530 1,772 2,767 3,160 5,765 Depreciation and amortization 8,315 8,138 7,999 29,324 7,762 7,376 7,202 6,984 25,215 EBITDA $ 22,616 $ 25,000 $ 35,442 $ 88,711 $ 33,927 $ 14,842 $ 18,513 $ 21,429 $ 47,097 Stock-based compensation expense 2,658 3,024 720 8,560 2,862 1,863 2,353 1,482 3,848 Acquisition related costs(1) — 873 — — — — — — 2,374 Integration related costs for completed acquisitions(2)(3) — — (700) 6,049 1,126 1,653 1,696 1,574 8,585 Restructuring costs(4) — — 43 185 44 53 45 43 — Facility lease accounting adjustments(5) — — — (650) (650) — — — — One-time costs associated with new campus openings(6) — — — — — — — — 2,341 Adjusted EBITDA, non-GAAP $ 25,274 $ 28,897 $ 35,505 $ 102,855 $ 37,309 $ 18,411 $ 22,607 $ 24,528 $ 64,245 PAGE 17 1. Costs related to both announced and potential acquisition targets. 2. During the three months ended December 31, 2024, the Company received $0.7 million in funds in final settlement of the outstanding escrow accounts affiliated with the purchase of Concorde on December 1, 2022. 3. Costs related to integrating the MIAT programs at the UTI campuses and launching Concorde programs that were previously approved by regulatory bodies prior to the acquisition are presented in “Integration related costs for completed acquisitions.” In prior quarters, these costs were presented in a line labeled “Start-up costs for new campuses and program expansion.” As the nature of the spend and activity are more aligned to integration, we have updated our presentation and recast the prior year for comparability. 4. In December 2023, the Company announced plans to consolidate its MIAT-Houston and UTI-Houston operations beginning in fiscal 2024 which was completed in Q1 fiscal 2025. As of June 30, 2025, the only remaining cost related to this restructuring is the potential for federal loan discharges. 5. During 2024, we recorded a lease accounting adjustment for a lease termination payment for the previous Concorde corporate offices. 6. The Austin, TX and Miramar, FL campuses opened during FY2022. The adjustment reflects one-time opening costs incurred for both campuses. 7. The acquisition of Concorde closed on December 1, 2022 impacting comparability for the twelve months ended September 30, 2023 against all future periods.


 
Consolidated Adjusted EBITDA Reconciliation Trend ($ in thousands) YEAR-TO-DATE 9 Mos. 6/30/25 6 Mos. 3/31/25 3 Mos. 12/31/24 12 Mos. 9/30/24 9 Mos. 6/30/24 6 Mos. 3/3124(9) 3 Mos. 12/31/23 12 Mos. 9/30/23(7) Net income, as reported(1) $ 44,262 $ 33,599 $ 22,153 $ 42,001 $ 23,161 $ 18,176 $ 10,389 $ 12,322 Interest (income) expense, net (109) (58) (86) 3,157 2,362 1,653 896 3,795 Income tax expense 14,453 10,764 5,376 14,229 7,699 5,927 3,160 5,765 Depreciation and amortization 24,452 16,137 7,999 29,324 21,562 14,186 6,984 25,215 EBITDA $ 83,058 $ 60,442 $ 35,442 $ 88,711 $ 54,784 $ 39,942 $ 21,429 $ 47,097 Stock-based compensation expense 6,402 3,744 720 8,560 5,698 3,835 1,482 3,848 Acquisition related costs(1) 873 873 — — — — — 2,374 Integration related costs for completed acquisitions(2)(3) (700) (700) (700) 6,049 4,924 3,271 1,574 8,585 Restructuring costs(4) 43 43 43 185 141 88 43 — Facility lease accounting adjustments(5) — — — (650) — — — — One-time costs associated with new campus openings(6) — — — — — — — 2,341 Adjusted EBITDA, non-GAAP $ 89,676 $ 64,402 $ 35,505 $ 102,855 $ 65,547 $ 47,136 $ 24,528 $ 64,245 PAGE 18 1. Costs related to both announced and potential acquisition targets. 2. During the nine months ended June 30, 2025, the Company received $0.7 million in funds in final settlement of the outstanding escrow accounts affiliated with the purchase of Concorde on December 1, 2022. 3. Costs related to integrating the MIAT programs at the UTI campuses and launching Concorde programs that were previously approved by regulatory bodies prior to the acquisition are presented in “Integration related costs for completed acquisitions.” In prior quarters, these costs were presented in a line labeled “Start-up costs for new campuses and program expansion.” As the nature of the spend and activity are more aligned to integration, we have updated our presentation and recast the prior year for comparability. 4. In December 2023, the Company announced plans to consolidate its MIAT-Houston and UTI-Houston operations beginning in fiscal 2024 which was completed in Q1 fiscal 2025. As of June 30, 2025, the only remaining cost related to this restructuring is the potential for federal loan discharges. 5. During 2024, we recorded a lease accounting adjustment for a lease termination payment for the previous Concorde corporate offices. 6. The Austin, TX and Miramar, FL campuses opened during FY2022. The adjustment reflects one-time opening costs incurred for both campuses. 7. The acquisition of Concorde closed on December 1, 2022 impacting comparability for the twelve months ended September 30, 2023 against all future periods.


 
Adjusted EBITDA Reconciliation By Segment ($ in thousands) QUARTER-TO-DATE 3 Mos. 6/30/25 3 Mos. 6/30/24 3 Mos. 6/30/25 3 Mos. 6/30/24 3 Mos. 6/30/25 3 Mos. 6/30/24 UTI UTI Concorde Concorde Corporate Corporate Net income (loss), as reported $ 18,583 $ 12,673 $ 5,890 $ 3,778 $ (13,810) $ (11,466) Interest expense (income), net 1,288 1,469 39 (62) (1,378) (698) Income tax expense — — — — 3,689 1,772 Depreciation and amortization 6,068 5,743 1,939 1,367 308 266 EBITDA $ 25,939 $ 19,885 $ 7,868 $ 5,083 $ (11,191) $ (10,126) Stock-based compensation expense 530 518 208 56 1,920 1,289 Integration related costs for completed acquisitions(1) — 237 — 726 — 690 Restructuring costs(2) — 53 — — — — Adjusted EBITDA, non-GAAP $ 26,469 $ 20,693 $ 8,076 $ 5,865 $ (9,271) $ (8,147) PAGE 19 1. Costs related to integrating the MIAT programs at the UTI campuses and launching Concorde programs that were previously approved by regulatory bodies prior to the acquisition are presented in “Integration related costs for completed acquisitions.” These costs were previously presented in a line labeled “Start-up costs for new campuses and program expansion.” As the nature of the spend and activity are more aligned to integration, we have updated our presentation and recast the prior year for comparability. 2. In December 2023, the Company announced plans to consolidate its MIAT-Houston and UTI-Houston operations beginning in fiscal 2024 which was completed in Q1 fiscal 2025. As of June 30, 2025, the only remaining cost related to this restructuring is the potential for federal loan discharges.


 
Adjusted EBITDA Reconciliation By Segment ($ in thousands) PAGE 20 1. Costs related to both announced and potential acquisition targets. 2. During the nine months ended June 30, 2025, the Company received $0.7 million in funds in final settlement of the outstanding escrow accounts affiliated with the purchase of Concorde on December 1, 2022. 3. Costs related to integrating the MIAT programs at the UTI campuses and launching Concorde programs that were previously approved by regulatory bodies prior to the acquisition are presented in “Integration related costs for completed acquisitions.” These costs were previously presented in a line labeled “Start-up costs for new campuses and program expansion.” As the nature of the spend and activity are more aligned to integration, we have updated our presentation and recast the prior year for comparability. 4. In December 2023, the Company announced plans to consolidate its MIAT-Houston and UTI-Houston operations beginning in fiscal 2024 which was completed in Q1 fiscal 2025. As of June 30, 2025, the only remaining cost related to this restructuring is the potential for federal loan discharges. YEAR-TO-DATE 9 Mos. 6/30/25 9 Mos. 6/30/24 9 Mos. 6/30/25 9 Mos. 6/30/24 9 Mos. 6/30/25 9 Mos. 6/30/24 UTI UTI Concorde Concorde Corporate Corporate Net income (loss), as reported $ 63,090 $ 42,886 $ 25,892 $ 14,271 $ (44,720) $ (33,996) Interest expense (income), net 3,682 4,446 114 (181) (3,905) (1,903) Income tax expense — — — — 14,453 7,699 Depreciation and amortization 18,010 16,921 5,499 3,738 943 903 EBITDA $ 84,782 $ 64,253 $ 31,505 $ 17,828 $ (33,229) $ (27,297) Stock-based compensation expense 1,479 1,300 476 133 4,447 4,265 Acquisition related costs(1) — — — — 873 — Integration related costs for acquisitions(2)(3) — 964 — 2,072 (700) 1,888 Restructuring costs(4) 43 141 — — — — Adjusted EBITDA, non-GAAP $ 86,304 $ 66,658 $ 31,981 $ 20,033 $ (28,609) $ (21,144)


 
Consolidated Adjusted Free Cash Flow ($ in thousands) 9 Mos. 6/30/25 9 Mos. 6/30/24 Cash flow provided by operating activities, as reported $40,226 $18,361 Purchase of property and equipment (25,499) (16,769) Free cash flow, non-GAAP $14,727 $1,592 Adjustments: Cash outflow for acquisition-related costs(1) 873 — Cash (inflow) outflow for integration-related costs for completed acquisitions(2) (3) (700) 5,204 Cash outflow for integration-related property and equipment(3) — 3,535 Cash outflow for restructuring costs and property and equipment(4) 59 540 Adjusted free cash flow, non-GAAP $14,959 $10,871 1. Costs related to potential acquisition targets. 2. During the nine months ended June 30, 2025, the Company received $0.7 million in funds in final settlement of the outstanding escrow accounts affiliated with the purchase of Concorde on December 1, 2022. 3. Costs related to integrating the MIAT programs at the UTI campuses and launching Concorde programs that were previously approved by regulatory bodies prior to the acquisition are presented in “Cash outflow for integration-related costs for completed acquisitions” and “Cash outflow for integration-related property and equipment.” In prior quarters, these costs were presented in the lines labeled “Cash outflow for start-up costs for new campuses and programs expansion” and “Cash outflow for property and equipment for new campuses and program expansion.” As the nature of the spend and activity are more aligned to integration, we have updated our presentation and recast the prior year for comparability. 4. In December 2023, the Company announced plans to consolidate its MIAT-Houston and UTI-Houston operations beginning in fiscal 2024 which was completed in Q1 fiscal 2025. As of June 30, 2025, the only remaining cost related to this restructuring is the potential for federal loan discharges. PAGE 21