0001261654FALSE00012616542024-05-082024-05-08
____________________________________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 8, 2024
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 May 8, 2024, Universal Technical Institute, Inc. (the "Company") issued a press release reporting its second quarter results for fiscal 2024. 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 Current Report on 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. |
| | | | | |
| May 8, 2024 | | By: | | /s/ Troy R. Anderson |
| | | Name: | | Troy R. Anderson |
| | | Title: | | Executive Vice President and Chief Financial Officer |
Exhibit 99.1
Universal Technical Institute Reports Fiscal Year 2024 Second Quarter Results
Raised Fiscal 2024 Guidance for New Student Starts, Revenue and Profitability
Introducing Initial Revenue and Profitability Projections for Fiscal 2025
PHOENIX, ARIZ. - May 8, 2024 - 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 2024 second quarter ended March 31, 2024. 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 $184.2 million representing 12.4% growth versus the prior year period, with UTI and Concorde achieving 14.7% and 8.2% growth versus the prior year period, respectively.
•Total new student starts of 5,480 representing 18.5% growth versus the prior year period, with UTI and Concorde achieving 19.6% and 17.2% growth versus the prior year period, respectively.
•Net income of $7.8 million and adjusted EBITDA(1) of $22.6 million, both increasing considerably versus the prior year period.
•Full year guidance raised for new student starts, revenue, net income, diluted earnings per share and adjusted EBITDA(1).
•Initial projections for fiscal 2025 indicate revenue of nearly $800 million and adjusted EBITDA margin of approximately 15%, representing at least 100 basis points of adjusted EBITDA(1) margin expansion versus fiscal 2024.
“We maintained our momentum in the second quarter, demonstrating strong market demand across our growing program footprint,” said Jerome Grant, CEO of Universal Technical Institute. “We generated double-digit start growth in both divisions, including contributions from our newest programs. The next phases of our program expansions have remained on or ahead of schedule, with the recent launches of two new Concorde dental hygiene programs and the forthcoming launches of four new heating, ventilation, air conditioning, and refrigeration programs in our UTI division. Across our organization, we remain focused on supporting the growth of these new programs and driving optimization initiatives across the company.
“In addition to our progress with growth and optimization, we expect to continue advancing our organic diversification initiatives in the second half of fiscal 2024 and beyond. This work includes the consideration of expanding our campus footprint into new geographies; continuing to expand the reach of our existing programs and explore the addition of new program offerings to our portfolio; and continuing to add new industry relationships to our partner base. In addition, we continue to evaluate potential inorganic growth opportunities to enhance our multi-divisional foundation. Leveraging these strategic pathways, we aim to continually strengthen our position as a leading workforce solutions provider.”
Financial Results for the Three-Month Period Ended March 31, 2024 Compared to 2023
•Revenues increased 12.4% to $184.2 million compared to $163.8 million primarily due to the growth in both UTI and Concorde new student starts.
•Operating expenses rose by 9.6% to $173.0 million, compared to $157.9 million primarily due to an increase in expenses associated with new program launches at both UTI and Concorde.
•Operating income increased 88.1% to $11.2 million, compared to $5.9 million.
•Net income increased 123.8% to $7.8 million, compared to $3.5 million.
•Basic and diluted EPS were $0.14, both compared to $0.04.
•Adjusted EBITDA(1) increased 17.8% to $22.6 million, compared to $19.2 million.
UTI
•Revenues of $123.3 million, an increase of $15.8 million, or 14.7%, from the prior period revenues of $107.6 million, due to growth in new student starts.
•Operating expenses were $105.2 million compared to $97.8 million. The increase was primarily due to expenses incurred during the current year for new program launches during the last two fiscal quarters in 2023 and in 2024.
•Adjusted EBITDA(1) was $24.4 million compared to $17.4 million.
•New student starts increased from the prior year by 19.6%, and average undergraduate full-time active students increased by 10.3%.
Concorde
•Revenues of $60.9 million, an increase of $4.6 million, or 8.2%, from the prior period revenues of $56.3 million due to growth in new student starts.
•Operating expenses were $57.6 million compared to $50.1 million. The increase was primarily due to higher revenues from higher student starts and additional expenses incurred during the current year related to new program launches.
•Adjusted EBITDA(1) was $5.4 million compared to $8.4 million.
•New student starts increased from the prior year by 17.2%, and average undergraduate full-time active students increased by 8.9%.
“During the second quarter, we performed at or above our expectations across our key metrics, delivering double-digit year-over-year growth in revenue, profitability, and new student starts,” said Troy Anderson, CFO of Universal Technical Institute. “This quarter represents our first fiscal period with a full quarter year-over-year comparison for Concorde, which has continued to outperform expectations with strong growth in both new student starts and revenue. The double digit revenue and new student start growth in the UTI division benefited from the 14 new programs we launched over the past year as well as overall positive performance across the other programs and campuses.
“Based on our current momentum and strategic execution, we are raising our fiscal year 2024 new student start, revenue and profitability guidance. Additionally, given the visibility we have into the remainder of the year and the strength of our underlying operating model, we are introducing initial projections for fiscal year 2025, where we are estimating revenue of nearly $800 million and adjusted EBITDA margin expansion of at least 100 basis points versus fiscal 2024, further building upon the margin expansion we are expecting this year. These longer-term projections reflect continued progress with our announced program expansions, consistent operational execution, and ramping of our growth and optimization investments, and we expect to make additional headway on each of these fronts throughout the next fiscal year.”
Financial Results for the Six-Month Period Ended March 31, 2024 Compared to 2023(2)
•Revenues increased 26.4% to $358.9 million compared to $283.8 million primarily due to the growth in UTI new student starts and the inclusion of two additional months of revenue for Concorde(2).
•Operating expenses rose by 22.0% to $333.4 million, compared to $273.4 million primarily due to the inclusion of two additional months of expenses for Concorde(2).
•Operating income increased 144.5% to $25.4 million, compared to $10.4 million.
•Net income increased 196.6% to $18.2 million compared to $6.1 million.
•Basic and diluted EPS were $0.32 and $0.31 compared to $0.07 and $0.07, respectively.
•Adjusted EBITDA(1) increased 40.2% to $47.1 million compared to $33.6 million.
UTI
•Revenues of $238.7 million, an increase of $25.6 million, or 12.0%, from the prior period revenues of $213.1 million, due to higher student starts.
•Operating expenses were $205.5 million compared to $189.9 million. The increase was primarily due to expenses incurred during the current year for new program launches during the last two fiscal quarters of 2023 and in 2024.
•Adjusted EBITDA(1) was $46.0 million compared to $37.6 million.
•New student starts increased from the prior year by 18.5%, and average undergraduate full-time active students increased by 8.1%.
Concorde(2)
•Revenues of $120.2 million, an increase of $49.5 million, or 70.0%, from the prior period revenues of $70.7 million due to the inclusion of two additional months of revenue during the current year, along with growth in new student starts.
•Operating expenses were $109.8 million compared to $65.2 million. The increase was due to the inclusion of two additional months of expenses during the current year and additional expenses related to higher average undergraduate students and program launches.
•Adjusted EBITDA(1) was $14.2 million compared to $8.3 million.
•New student starts increased from the prior year by 81.6%, and average undergraduate full-time active students increased by 7.7%.
(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) The six-months ended March 31, 2023 reflects UTI results for the full quarter and Concorde results beginning December 1, 2022. Total company year-to-date comparisons are shown on an "as-reported basis."
Balance Sheet and Liquidity
At March 31, 2024, the Company’s total available cash liquidity was $145.1 million which includes $29 million available from its revolving credit facility. Capital expenditures (“capex”) for the quarter and year-to date period were $6.0 million and $9.8 million, respectively. The primary driver of capex is the program expansion investments for both UTI and Concorde.
For the Company’s most recent investor presentation and quarterly financial supplement, please see its investor relations website at https://investor.uti.edu.
Updated Fiscal 2024 Financial Outlook
| | | | | | | | | | | |
| Previous | | Updated |
| FY 2024 | | FY 2024 |
| ($ in millions, except EPS) | Guidance | | Guidance |
| New student starts | 24,500 - 25,500 | | 25,500 - 26,500 |
| Revenue | $710 - 720 | | $720 - 730 |
| Net Income | $36 - 40 | | $37 - 41 |
| Diluted EPS | $0.67 - 0.72 | | $0.68 - 0.73 |
Adjusted EBITDA(3) | $100 - 103 | | $102 - 104 |
Adjusted free cash flow(3)(4) | $62 - 66 | | $62 - 66 |
(3) 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.
(4) For FY 2024, assumes $28 million to $31 million of total capex, including incremental investments for program expansions and maintenance capex equal to approximately 2% of revenue.
Conference Call
Management will hold a conference call to discuss the financial results for the fiscal 2024 second quarter ended March 31, 2024, on Wednesday, May 8, 2024, 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 May 22, 2024, by dialing (877) 344-7529 (domestic) or (412) 317-0088 (international) and entering passcode 1518270.
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.
•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.
•Restructuring charges: 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, will begin operating under the UTI brand and implement a phased teach-out agreement starting in May 2024. Both facilities will remain in use post-consolidation.
•Costs related to the purchase of our campuses: We lease the majority of our campus locations. Over the past three years due to shifts within the real estate environment, we have been presented with the opportunity to purchase three of our campus locations. These purchases are significant capital expenditures and not 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 Securities and Exchange Commission (“SEC”). Because the items excluded from these non-GAAP measures are significant components in understanding and assessing our financial performance under GAAP, these measures should not be considered to be an alternative to net income (loss) or net cash provided by (used in) operating activities as a measure of our operating performance or liquidity. Exclusion of items in the non-GAAP presentation should not be construed as an inference that these items are unusual, infrequent or non-recurring. Other companies, including other companies in the education industry, may define and calculate non-GAAP financial measures differently than we do, limiting their usefulness as a comparative measure across similarly titled performance measures presented by other companies. A reconciliation of the historical non-GAAP financial measures to the most directly comparable GAAP measures is provided below and investors are encouraged to review the reconciliations.
Forward Looking Statements
All statements contained in this press release and the related conference call, other than statements of historical fact, are "forward-looking" statements within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). These forward-looking statements which address our expected future business and financial performance, may contain words such as "goal," "target," "future," "estimate," "expect," "anticipate," "intend," "plan," "believe," "seek," "project," "may," "should," "will," the negative form of these expressions or similar expressions. Examples of forward-looking statements include, among others, statements regarding (1) the Company’s expectation that it will meet its fiscal year 2024 guidance for new student start growth (decline), 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 low-to-mid single 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; our failure to maintain eligibility for 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; our failure to maintain eligibility for or the ability to process federal student financial assistance; regulatory investigations of, or actions commenced against, us or other companies in our industry; changes in the state regulatory environment or budgetary constraints; 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.
Social Media Disclosure
Universal Technical Institute, Inc uses its websites (https://www.uti.edu/, https://concorde.edu, and https://investor.uti.edu/) and LinkedIn pages (https://www.linkedin.com/school/universal-technical-institute/ and https://www.linkedin.com/school/concorde-career-colleges/) as channels of distribution of information about its programs, its planned financial and other announcements, its attendance at upcoming investor and industry conferences, and other matters. Such information may be deemed material information, and the Company may use these channels to comply with its disclosure obligations under Regulation FD. Therefore, investors should monitor the company's website and its social media accounts in addition to following the company's press releases, SEC filings, public conference calls, and webcasts.
About Universal Technical Institute, Inc.
Universal Technical Institute, Inc. (NYSE: UTI) was founded in 1965 and is a leading workforce solutions provider of transportation, skilled trades and healthcare education programs, whose mission is to serve students, partners, and communities by providing quality education and support services for in-demand careers across a number of highly-skilled fields. The Company is comprised of two divisions: Universal Technical Institute ("UTI") and Concorde Career Colleges ("Concorde"). UTI operates 16 campuses located in 9 states and offers a wide range of transportation and skilled trades technical training programs under brands such as UTI, MIAT College of Technology, Motorcycle Mechanics Institute, Marine Mechanics Institute and NASCAR Technical Institute. Concorde operates across 17 campuses in 8 states 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:
Troy R. Anderson
Chief Financial Officer
Universal Technical Institute, Inc.
(623) 445-9365
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 Jackie Keshner
Gateway Group, Inc.
(949) 574-3860
UTI@gateway-grp.com
(Tables Follow)
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | Six Months Ended March 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
| Revenues | $ | 184,176 | | | $ | 163,820 | | | $ | 358,871 | | | $ | 283,824 | |
| Operating expenses: | | | | | | | |
| Educational services and facilities | 97,488 | | | 86,930 | | | 189,897 | | | 148,338 | |
| Selling, general and administrative | 75,496 | | | 70,941 | | | 143,551 | | | 125,089 | |
| Total operating expenses | 172,984 | | | 157,871 | | | 333,448 | | | 273,427 | |
| Income from operations | 11,192 | | | 5,949 | | | 25,423 | | | 10,397 | |
| Other (expense) income: | | | | | | | |
| Interest income | 1,427 | | | 1,805 | | | 3,402 | | | 2,628 | |
| Interest expense | (2,184) | | | (2,637) | | | (5,055) | | | (4,060) | |
| Other income (expense), net | 119 | | | 126 | | | 333 | | | 451 | |
| Total other expense, net | (638) | | | (706) | | | (1,320) | | | (981) | |
| Income before income taxes | 10,554 | | | 5,243 | | | 24,103 | | | 9,416 | |
| Income tax expense | (2,767) | | | (1,763) | | | (5,927) | | | (3,288) | |
| Net income | $ | 7,787 | | | $ | 3,480 | | | $ | 18,176 | | | $ | 6,128 | |
| Preferred stock dividends | — | | | (1,251) | | | (1,097) | | | (2,528) | |
| Income available for distribution | 7,787 | | | 2,229 | | | 17,079 | | | 3,600 | |
| Income allocated to participating securities | — | | | (833) | | | (2,855) | | | (1,348) | |
| Net income available to common shareholders | $ | 7,787 | | | $ | 1,396 | | | $ | 14,224 | | | $ | 2,252 | |
| | | | | | | |
| Earnings per share: | | | | | | | |
| Net income per share - basic | $ | 0.14 | | | $ | 0.04 | | | $ | 0.32 | | | $ | 0.07 | |
| Net income per share - diluted | $ | 0.14 | | | $ | 0.04 | | | $ | 0.31 | | | $ | 0.07 | |
| | | | | | | |
Weighted average number of shares outstanding(1): | | | | | | |
| Basic | 53,757 | | | 33,999 | | | 45,048 | | | 33,901 | |
| Diluted | 54,770 | | | 34,553 | | | 46,050 | | | 34,477 | |
(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 March 31, 2024 there were 53,801,456 shares of Common Stock outstanding.
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value and per share amounts)
(Unaudited)
| | | | | | | | | | | |
| March 31, 2024 | | September 30, 2023 |
| Assets | |
| Cash and cash equivalents | $ | 116,099 | | | $ | 151,547 | |
| Restricted cash | 4,446 | | | 5,377 | |
| | | |
| Receivables, net | 24,294 | | | 25,161 | |
| Notes receivable, current portion | 6,163 | | | 5,991 | |
| Prepaid expenses | 12,200 | | | 9,412 | |
| Other current assets | 7,032 | | | 7,497 | |
| Total current assets | 170,234 | | | 204,985 | |
| Property and equipment, net | 263,538 | | | 266,346 | |
| Goodwill | 28,459 | | | 28,459 | |
| Intangible assets, net | 18,627 | | | 18,975 | |
| Notes receivable, less current portion | 34,909 | | | 30,672 | |
| Right-of-use assets for operating leases | 169,626 | | | 176,657 | |
| Deferred tax asset, net | 4,556 | | | 3,768 | |
| Other assets | 12,139 | | | 10,823 | |
| Total assets | $ | 702,088 | | | $ | 740,685 | |
| Liabilities and Shareholders’ Equity | | | |
| Accounts payable and accrued expenses | $ | 70,079 | | | $ | 69,941 | |
| | | |
| Deferred revenue | 67,599 | | | 85,738 | |
| | | |
| Operating lease liability, current portion | 22,841 | | | 22,481 | |
| Long-term debt, current portion | 2,600 | | | 2,517 | |
| Other current liabilities | 3,323 | | | 4,023 | |
| Total current liabilities | 166,442 | | | 184,700 | |
| Deferred tax liabilities, net | 663 | | | 663 | |
| Operating lease liability | 158,448 | | | 165,026 | |
| Long-term debt | 139,317 | | | 159,600 | |
| Other liabilities | 4,605 | | | 4,729 | |
| Total liabilities | 469,475 | | | 514,718 | |
| Commitments and contingencies | | | |
| Shareholders’ equity: | | | |
Common stock, $0.0001 par value, 100,000 shares authorized, 53,884 and 34,157 shares issued | 5 | | | 3 | |
| Preferred stock, $0.0001 par value, 10,000 shares authorized; 0 and 676 shares of Series A Convertible Preferred Stock issued and outstanding, liquidation preference of $100 per share | — | | | — | |
| Paid-in capital - common | 216,359 | | | 151,439 | |
| Paid-in capital - preferred | — | | | 66,481 | |
Treasury stock, at cost, 82 shares | (365) | | | (365) | |
| Retained earnings | 14,684 | | | 5,946 | |
| Accumulated other comprehensive income | 1,930 | | | 2,463 | |
| Total shareholders’ equity | 232,613 | | | 225,967 | |
| Total liabilities and shareholders’ equity | $ | 702,088 | | | $ | 740,685 | |
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| | | | | | | | | | | | | | |
| | Six Months Ended March 31, |
| | | 2024 | | 2023 |
| Cash flows from operating activities: | | | | |
| Net income | | $ | 18,176 | | | $ | 6,128 | |
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | | |
| Depreciation and amortization | | 14,186 | | | 11,994 | |
| | | | |
| Amortization of right-of-use assets for operating leases | | 10,952 | | | 10,073 | |
| | | | |
| | | | |
| Bad debt expense | | 3,189 | | | 2,071 | |
| Stock-based compensation | | 3,835 | | | 3,282 | |
| Deferred income taxes | | (314) | | | 2,479 | |
| | | | |
| | | | |
| Training equipment credits earned, net | | 962 | | | 47 | |
| Unrealized loss on interest rate swap | | (533) | | | (664) | |
| Other (gains) losses, net | | 83 | | | (196) | |
| Changes in assets and liabilities: | | | | |
| Receivables | | (1,533) | | | (3,895) | |
| Prepaid expenses | | (4,469) | | | (898) | |
| Other assets | | (1,088) | | | 2,709 | |
| Notes receivable | | (4,409) | | | (579) | |
| Accounts payable, accrued expenses and other current liabilities | | (2,140) | | | (16,446) | |
| Deferred revenue | | (18,139) | | | (9,554) | |
| | | | |
| | | | |
| Operating lease liability | | (10,139) | | | (10,745) | |
| Other liabilities | | (274) | | | (121) | |
| Net cash provided by (used in) operating activities | | 8,345 | | | (4,315) | |
| Cash flows from investing activities: | | | | |
| Cash paid for acquisitions, net of cash acquired | | — | | | (16,973) | |
| Purchase of property and equipment | | (9,759) | | | (38,641) | |
| | | | |
| | | | |
| Proceeds from maturities of held-to-maturity securities | | — | | | 29,000 | |
| | | | |
| | | | |
| Net cash used in investing activities | | (9,759) | | | (26,614) | |
| Cash flows from financing activities: | | | | |
| Proceeds from revolving credit facility | | 20,000 | | | 90,000 | |
| Payments on revolving credit facility | | (39,000) | | | — | |
| Debt issuance costs for long-term debt | | — | | | (484) | |
| | | | |
| Payment of preferred stock cash dividend | | (1,097) | | | (2,528) | |
| Payments on term loans and finance leases | | (1,246) | | | (715) | |
| Payment of payroll taxes on stock-based compensation through shares withheld | | (2,119) | | | (748) | |
| Preferred share repurchase | | (11,503) | | | — | |
| | | | |
| Net cash (used in) provided by financing activities | | (34,965) | | | 85,525 | |
| Change in cash, cash equivalents and restricted cash | | (36,379) | | | 54,596 | |
| Cash and cash equivalents, beginning of period | | 151,547 | | | 66,452 | |
| Restricted cash, beginning of period | | 5,377 | | | 3,544 | |
| Cash, cash equivalents and restricted cash, beginning of period | | 156,924 | | | 69,996 | |
| Cash and cash equivalents, end of period | | 116,099 | | | 120,579 | |
| Restricted cash, end of period | | 4,446 | | | 4,013 | |
| Cash, cash equivalents and restricted cash, end of period | | $ | 120,545 | | | $ | 124,592 | |
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 March 31, 2024 | | | Three Months Ended March 31, 2023 |
| UTI | | Concorde | | Total | | | UTI | | Concorde | | Total |
| Total new student starts | 2,840 | | | 2,640 | | | 5,480 | | | | 2,374 | | | 2,252 | | | 4,626 | |
| Year-over-year growth (decline) | 19.6 | % | | 17.2 | % | | 18.5 | % | | | 4.4 | % | | — | % | | — | % |
| Average undergraduate full-time active students | 13,810 | | | 8,506 | | | 22,316 | | | | 12,516 | | | 7,808 | | | 20,324 | |
| Year-over-year growth (decline) | 10.3 | % | | 8.9 | % | | 9.8 | % | | | (3.0) | % | | — | % | | — | % |
| End of period undergraduate full-time active students | 13,590 | | | 8,487 | | | 22,077 | | | | 12,104 | | | 7,708 | | | 19,812 | |
| Year-over-year growth (decline) | 12.3 | % | | 10.1 | % | | 11.4 | % | | | (2.9) | % | | — | % | | — | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended March 31, 2024 | | | Six Months Ended March 31, 2023 |
| UTI | | Concorde | | Total | | | UTI | | Concorde | | Total |
| Total new student starts | 5,154 | | | 4,672 | | | 9,826 | | | | 4,348 | | | 2,573 | | | 6,921 | |
| Year-over-year growth (decline) | 18.5 | % | | 81.6 | % | | 42.0 | % | | | 2.4 | % | | — | % | | — | % |
| Average undergraduate full-time active students | 14,065 | | | 8,375 | | | 22,440 | | | | 13,014 | | | 7,773 | | | 20,787 | |
| Year-over-year growth (decline) | 8.1 | % | | 7.7 | % | | 8.0 | % | | | (2.3) | % | | — | % | | — | % |
| End of period undergraduate full-time active students | 13,590 | | | 8,487 | | | 22,077 | | | | 12,104 | | | 7,708 | | | 19,812 | |
| Year-over-year growth (decline) | 12.3 | % | | 10.1 | % | | 11.4 | % | | | (2.9) | % | | — | % | | — | % |
Financial Summary by Segment and Consolidated
During fiscal 2023, in coordination with the integration of Concorde, we began to reassess our operating model to determine the organizational structure that would best help the Company achieve future growth goals and optimally support the business. Beginning in fiscal 2024, we have executed an internal reorganization to fully transition our operating and reporting model to support a multi-divisional business. As part of the internal reorganization, each of the reportable segments now have dedicated accounting, finance, information technology, and human resources teams. Additionally, human resources and information technology costs that benefit the entire organization are now allocated across UTI, Concorde and Corporate each period based upon relative headcount. As a result, additional costs have moved from Corporate into the UTI segment and to a lesser extent the Concorde segment as resources were redirected to support the segment’s objectives. Due to these changes in allocation methodology, the prior year segment amounts have been recast for comparability to the current year presentation.
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
SELECTED SUPPLEMENTAL NON-FINANCIAL AND FINANCIAL INFORMATION BY SEGMENT
(In thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2024 | | | Three Months Ended March 31, 2023 |
| | UTI | | Concorde | | Corporate | | Consolidated | | | UTI | | Concorde | | Corporate | | Consolidated |
| Revenue | | $ | 123,323 | | | $ | 60,853 | | | $ | — | | | $ | 184,176 | | | | $ | 107,560 | | | $ | 56,260 | | | $ | — | | | $ | 163,820 | |
| Educational services and facilities | | 60,100 | | | 37,388 | | | — | | | 97,488 | | | | 53,321 | | | 33,609 | | | — | | | 86,930 | |
| Selling, general and administrative | | 45,137 | | | 20,219 | | | 10,140 | | | 75,496 | | | | 44,451 | | | 16,462 | | | 10,028 | | | 70,941 | |
| Total operating expenses | | 105,237 | | | 57,607 | | | 10,140 | | | 172,984 | | | | 97,772 | | | 50,071 | | | 10,028 | | | 157,871 | |
| Net income (loss) | | 16,616 | | | 3,320 | | | (12,149) | | | 7,787 | | | | 8,821 | | | 6,237 | | | (11,578) | | | 3,480 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended March 31, 2024 | | | Six Months Ended March 31, 2023 |
| | UTI | | Concorde | | Corporate | | Consolidated | | | UTI | | Concorde | | Corporate | | Consolidated |
| Revenue | | $ | 238,697 | | | $ | 120,174 | | | $ | — | | | $ | 358,871 | | | | $ | 213,133 | | | $ | 70,691 | | | $ | — | | | $ | 283,824 | |
| Educational services and facilities | | 117,468 | | | 72,429 | | | — | | | 189,897 | | | | 104,198 | | | 44,140 | | | — | | | 148,338 | |
| Selling, general and administrative | | 88,053 | | | 37,371 | | | 18,127 | | | 143,551 | | | | 85,725 | | | 21,088 | | | 18,276 | | | 125,089 | |
| Total operating expenses | | 205,521 | | | 109,800 | | | 18,127 | | | 333,448 | | | | 189,923 | | | 65,228 | | | 18,276 | | | 273,427 | |
| Net income (loss) | | 30,213 | | | 10,493 | | | (22,530) | | | 18,176 | | | | 21,553 | | | 5,503 | | | (20,928) | | | 6,128 | |
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 March 31, 2024 |
| UTI | | Concorde | | Corporate | | Consolidated |
| Salaries, benefits and tax expense | $ | 50,760 | | | $ | 30,941 | | | $ | 3,862 | | | $ | 85,563 | |
| Bonus expense | 3,423 | | | 829 | | | 1,128 | | | 5,380 | |
| Stock-based compensation expense | 313 | | | 68 | | | 1,972 | | | 2,353 | |
| Total compensation and related costs | $ | 54,496 | | | $ | 31,838 | | | $ | 6,962 | | | $ | 93,296 | |
| | | | | | | |
| Advertising expense | $ | 13,900 | | | $ | 7,040 | | | $ | 211 | | | $ | 21,151 | |
| Occupancy expense, net of subleases | 7,735 | | | 5,626 | | | 172 | | | 13,533 | |
| Depreciation and amortization | 5,684 | | | 1,217 | | | 301 | | | 7,202 | |
| Professional and contract services expense | 2,771 | | | 2,758 | | | 3,014 | | | 8,543 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2023 |
| UTI | | Concorde | | Corporate | | Consolidated |
| Salaries, benefits and tax expense | $ | 47,388 | | | $ | 26,503 | | | $ | 3,841 | | | $ | 77,732 | |
| Bonus expense | 3,991 | | | 480 | | | 984 | | | 5,455 | |
| Stock-based compensation expense | 644 | | | — | | | 1,469 | | | 2,113 | |
| Total compensation and related costs | $ | 52,023 | | | $ | 26,983 | | | $ | 6,294 | | | $ | 85,300 | |
| | | | | | | |
| Advertising expense | $ | 14,179 | | | $ | 6,502 | | | $ | — | | | $ | 20,681 | |
| Occupancy expense, net of subleases | 8,071 | | | 5,946 | | | 158 | | | 14,175 | |
| Depreciation and amortization | 5,096 | | | 1,649 | | | 3 | | | 6,748 | |
| Professional and contract services expense | 2,918 | | | 1,446 | | | 3,051 | | | 7,415 | |
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
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended March 31, 2024 |
| UTI | | Concorde | | Corporate | | Consolidated |
| Salaries, benefits and tax expense | $ | 96,129 | | | $ | 59,133 | | | $ | 7,425 | | | $ | 162,687 | |
| Bonus expense | 6,917 | | | 1,686 | | | 2,150 | | | 10,753 | |
| Stock-based compensation expense | 783 | | | 77 | | | 2,975 | | | 3,835 | |
| Total compensation and related costs | $ | 103,829 | | | $ | 60,896 | | | $ | 12,550 | | | $ | 177,275 | |
| | | | | | | |
| Advertising expense | $ | 27,253 | | | $ | 13,132 | | | $ | 211 | | | $ | 40,596 | |
| Occupancy expense, net of subleases | 15,342 | | | 11,424 | | | 322 | | | 27,088 | |
| Depreciation and amortization | 11,178 | | | 2,371 | | | 637 | | | 14,186 | |
| Professional and contract services expense | 5,358 | | | 4,628 | | | 5,521 | | | 15,507 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended March 31, 2023 |
| UTI | | Concorde | | Corporate | | Consolidated |
| Salaries, benefits and tax expense | $ | 90,871 | | | $ | 34,979 | | | $ | 7,715 | | | $ | 133,565 | |
| Bonus expense | 7,534 | | | 668 | | | 2,118 | | | 10,320 | |
| Stock-based compensation expense | 896 | | | — | | | 2,386 | | | 3,282 | |
| Total compensation and related costs | $ | 99,301 | | | $ | 35,647 | | | $ | 12,219 | | | $ | 147,167 | |
| | | | | | | |
| Advertising expense | $ | 27,528 | | | $ | 7,782 | | | $ | — | | | $ | 35,310 | |
| Occupancy expense, net of subleases | 16,097 | | | 7,828 | | | 283 | | | 24,208 | |
| Depreciation and amortization | 9,871 | | | 2,106 | | | 19 | | | 11,996 | |
| Professional and contract services expense | 5,983 | | | 2,020 | | | 5,226 | | | 13,229 | |
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 March 31, 2024 |
| | UTI | | Concorde | | Corporate | | Consolidated |
| Net income (loss) | $ | 16,616 | | | $ | 3,320 | | | $ | (12,149) | | | $ | 7,787 | |
| Interest income | (4) | | | (154) | | | (1,269) | | | (1,427) | |
| Interest expense | 1,475 | | | 80 | | | 629 | | | 2,184 | |
| Income tax expense | — | | | — | | | 2,767 | | | 2,767 | |
| Depreciation and amortization | 5,684 | | | 1,217 | | | 301 | | | 7,202 | |
| EBITDA | 23,771 | | | 4,463 | | | (9,721) | | | 18,513 | |
| Stock-based compensation expense | 313 | | | 68 | | | 1,972 | | | 2,353 | |
| | | | | | | |
Integration-related costs for completed acquisitions (1) | 226 | | | 884 | | | 586 | | | 1,696 | |
| | | | | | | |
| Restructuring costs | 45 | | | — | | | — | | | 45 | |
| Adjusted EBITDA, non-GAAP | $ | 24,355 | | | $ | 5,415 | | | $ | (7,163) | | | $ | 22,607 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2023 |
| | UTI | | Concorde | | Corporate | | Consolidated |
| Net income (loss) | $ | 8,821 | | | $ | 6,237 | | | $ | (11,578) | | | $ | 3,480 | |
| Interest income | (4) | | | (128) | | | (1,673) | | | (1,805) | |
| Interest expense | 979 | | | 79 | | | 1,579 | | | 2,637 | |
| Income tax expense | — | | | — | | | 1,763 | | | 1,763 | |
| Depreciation and amortization | 5,094 | | | 1,649 | | | 3 | | | 6,746 | |
| EBITDA | 14,890 | | | 7,837 | | | (9,906) | | | 12,821 | |
| Stock-based compensation expense | 644 | | | — | | | 1,469 | | | 2,113 | |
| Acquisition-related costs | — | | | — | | | 1,322 | | | 1,322 | |
Integration-related costs for completed acquisitions (1) | 864 | | | 544 | | | 543 | | | 1,951 | |
| One-time costs associated with new campus openings | 984 | | | | | — | | | 984 | |
| | | | | | | |
| Adjusted EBITDA, non-GAAP | $ | 17,382 | | | $ | 8,381 | | | $ | (6,572) | | | $ | 19,191 | |
(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.” 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.
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
| | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended March 31, 2024 |
| | UTI | | Concorde | | Corporate | | Consolidated |
| Net income (loss) | $ | 30,213 | | | $ | 10,493 | | | $ | (22,530) | | | $ | 18,176 | |
| Interest income | (10) | | | (282) | | | (3,110) | | | (3,402) | |
| Interest expense | 2,987 | | | 163 | | | 1,905 | | | 5,055 | |
| Income tax expense | — | | | — | | | 5,927 | | | 5,927 | |
| Depreciation and amortization | 11,178 | | | 2,371 | | | 637 | | | 14,186 | |
| EBITDA | 44,368 | | | 12,745 | | | (17,171) | | | 39,942 | |
| Stock-based compensation expense | 783 | | | 77 | | | 2,975 | | | 3,835 | |
| | | | | | | |
Integration-related costs for completed acquisitions (1) | 726 | | | 1,347 | | | 1,198 | | | 3,271 | |
| | | | | | | |
| Restructuring costs | 88 | | | — | | | — | | | 88 | |
| Adjusted EBITDA, non-GAAP | $ | 45,965 | | | $ | 14,169 | | | $ | (12,998) | | | $ | 47,136 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended March 31, 2023 |
| | UTI | | Concorde | | Corporate | | Consolidated |
| Net income (loss) | $ | 21,553 | | | $ | 5,503 | | | $ | (20,928) | | | $ | 6,128 | |
| Interest income | (7) | | | (164) | | | (2,457) | | | (2,628) | |
| Interest expense | 1,860 | | | 123 | | | 2,077 | | | 4,060 | |
| Income tax expense | — | | | — | | | 3,288 | | | 3,288 | |
| Depreciation and amortization | 9,869 | | | 2,106 | | | 19 | | | 11,994 | |
| EBITDA | 33,275 | | | 7,568 | | | (18,001) | | | 22,842 | |
| Stock-based compensation expense | 896 | | | — | | | 2,386 | | | 3,282 | |
| Acquisition-related costs | — | | | — | | | 2,097 | | | 2,097 | |
Integration-related costs for completed acquisitions (1) | 316 | | | 749 | | | 1,269 | | | 2,334 | |
| One-time costs associated with new campus openings | 3,075 | | | — | | | — | | | 3,075 | |
| | | | | | | |
| Adjusted EBITDA, non-GAAP | $ | 37,562 | | | $ | 8,317 | | | $ | (12,249) | | | $ | 33,630 | |
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 (Used in) Operating Activities to Adjusted Free Cash Flow
| | | | | | | | | | | |
| | Six Months Ended March 31, |
| | 2024 | | 2023 |
| Net cash provided by (used in) operating activities, as reported | $ | 8,345 | | | $ | (4,315) | |
| Purchase of property and equipment | (9,759) | | | (38,641) | |
| Free cash flow, non-GAAP | (1,414) | | | (42,956) | |
| Adjustments: | | | |
| | | |
| Cash outflow to purchase the Orlando, Florida campus | — | | | 26,156 | |
| | | |
| Cash outflow for acquisition-related costs | — | | | 1,367 | |
Cash outflow for integration-related costs for completed acquisitions(2) | 2,622 | | | 3,176 | |
Cash outflow for integration-related property and equipment(2) | 2,331 | | | 2,990 | |
| Cash outflow for restructuring costs and property and equipment | 164 | | | — | |
| Cash outflow for one-time costs associated with new campus openings | — | | | 1,974 | |
| Cash outflow for property and equipment associated with new campus openings | — | | | 5,281 | |
| | | |
| | | |
| Adjusted free cash flow, non-GAAP | $ | 3,703 | | | $ | (2,012) | |
(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 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.
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP FINANCIAL INFORMATION TO NON-GAAP FINANCIAL
INFORMATION FOR FISCAL 2024 GUIDANCE
(In thousands)
(Unaudited)
For each of the non-GAAP reconciliations provided for fiscal 2024 guidance, we are reconciling to the midpoint of the guidance range. The adjustments reflected below for fiscal 2024 are illustrative only and may change throughout the year, both in amount or the adjustments themselves.
Reconciliation of Net Income to EBITDA and Adjusted EBITDA for Fiscal 2024 Guidance
| | | | | |
| Updated |
| Twelve Months Ended |
| | September 30, |
| | 2024 |
| Net income | ~ $39,000 |
| Interest (income) expense, net | ~ 3,500 |
| Income tax expense | ~ 15,900 |
| Depreciation and amortization | ~ 30,500 |
| |
| EBITDA | ~ $88,900 |
| Stock-based compensation expense | ~ 7,400 |
| Integration-related costs for completed acquisitions | ~ 6,100 |
| Restructuring costs | ~600 |
| Adjusted EBITDA, non-GAAP | ~ $103,000 |
| FY 2024 Guidance Range | $102,000 - $104,000 |
Reconciliation of Net Cash Provided by Operating Activities to Adjusted Free Cash Flow for Fiscal 2024 Guidance
| | | | | |
| Updated |
| | Twelve Months Ended |
| September 30, |
| | 2024 |
| Net cash provided by operating activities | ~ $84,900 |
| Purchase of property and equipment | ~ (30,500) |
| Free cash flow, non-GAAP | ~ $54,400 |
| Adjustments: | |
| Cash outflow for integration-related costs for completed acquisitions | ~ 6,100 |
| Cash outflow for integration-related property and equipment | ~ 2,500 |
| Cash outflow for restructuring costs and property and equipment | ~1,000 |
| Adjusted free cash flow, non-GAAP | ~ $64,000 |
| FY 2024 Guidance Range | $62,000 - $66,000 |
Universal Technical Institute, Inc. Q2 2024 Investor Presentation May 8, 2024
2 Forward-Looking Statements This presentation contains 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). Forward-looking statements 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. These statements are based on our management’s current beliefs, expectations and assumptions about future events, conditions and results and on information currently available to us. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements or events and circumstances reflected in the forward-looking statements will occur. Discussions containing these forward-looking statements may be found, among other places, in the Sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference from our most recent Annual Report on Form 10-K, in our subsequent Quarterly Reports on Form 10-Q and certain of our current reports on Form 8-K, as well as any amendments thereto, filed with the Securities and Exchange Commission (the “SEC”). In addition, statements that refer to projections of earnings, revenue, costs or other financial items in future periods; anticipated growth and trends in our business or key markets; cost synergies, growth opportunities and other potential financial and operating benefits; future growth and revenues; future economic conditions and performance; anticipated performance of curriculum; plans, objectives and strategies for future operations; and other characterizations of future events or circumstances, and all other statements that are not statements of historical fact are forward-looking statements. Such statements are based on currently available operating, financial and competitive information and are subject to various risks, uncertainties and assumptions that could cause actual results to differ materially from those anticipated or implied in our forward-looking statements due to a number of factors, including, but not limited to, those set forth under the section entitled “Risk Factors” in our filings with the SEC. Factors that might cause such a difference include, but are not limited to, failure of our schools to comply with the extensive regulatory requirements for school operations; our failure to maintain eligibility for 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; our failure to maintain eligibility for or the ability to process federal student financial assistance; regulatory investigations of, or actions commenced against, us or other companies in our industry; changes in the state regulatory environment or budgetary constraints; 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 filings with the SEC. Given these risks, uncertainties and other factors, many of which are beyond our control, you should not place undue reliance on these forward-looking statements. Neither we nor any other person makes any representation as to the accuracy or completeness of these forward-looking statements and, except as required by law, we assume no obligation to update these forward-looking statements publicly, or to revise any forward-looking statements, even if new information becomes available in the future. This presentation also contains estimates and other statistical data made by independent parties, and by us, relating to market size and growth and other data about our industry and our business. This data involves several assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimates of our future performance and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk.
3 Leading Workforce Solutions Education Provider 20k+ Active Students 4 / 5 Grads Employed Within 1 Year1 35+ Program Offerings HealthcareTransportation and Skilled Trades $720-730M FY2024 Revenue Guidance FY2025 Projection – Nearly $800M, ~10% growth year over year $102-104M FY2024 Adj. EBITDA Guidance FY2025 Projection – ~15% margin, 100+ bps margin expansion over FY2024 Addressing Skills Gaps Through 2 In-Demand Industry Segments 33 Campuses Nationwide Strong Financial Outlook* (Updated May 8, 2024) 1 On average, across 35+ programs and 33 campuses nationwide. Employment rates may vary significantly by program and by campus. See slides 16 and 18 of this presentation as well as UTI.edu/disclosures and the individual campus pages on Concorde.edu for additional information. * See slide 14 for additional details. $37-41M FY2024 Net Income Guidance
4 High-quality, state-of-the- industry technical and healthcare training facilities supporting successful student outcomes
5 Compelling Ongoing Investment Thesis 1 Per recent years’ accreditor reporting results. See slides 16 and 18 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 outcomes1 and positive regulatory metrics driven by enterprise-wide emphasis on our students Consistently meeting or exceeding expectations while executing on a repeatable and scalable growth strategy 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.
6 Diversified Platform of In-Demand Programs Practical/Vocational/Registered Nursing Dental Hygienist/Assistant Healthcare Administration Medical Assistant Respiratory TherapyRobotics and Automation Welding Auto/Diesel/Motorcycle/Marine Technician Aviation Maintenance, Airframe and Powerplant Energy Technology and Wind Power • Estimated FY 2024 Revenue = $490M • ~15k Students • 15+ programs across Transportation, Energy, & Skilled Trades • 16 Campuses in 9 States • In-person and Hybrid/Blended formats • Estimated FY 2024 Revenue = $235M • ~8k Students • 20+ programs in Dental, Allied Health, Nursing, Patient Care and Diagnostics • 17 Campuses in 8 States • 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 Note: See appendix for more details by segment
7 Acquisitions and Program Expansions MIAT (Closed FY22), Concorde (Closed FY23) Marketing and Admissions Optimization Increased high school and local emphasis New Programs and Curriculum Multiple program expansions, MSATs, On-Base Military Programs, Electric Vehicle Curriculum Real Estate Rationalization $15M+ run-rate EBITDA benefit Blended Learning Acceleration and enhancement New Campuses Bloomfield, NJ 2018; Austin, TX 2022; Miramar, FL 2022 Continuing a Multi-Year Transformation Journey $317.0 $331.5 $300.8 $335.1 $418.8 $607.4 $725.0 $200.0 $300.0 $400.0 $500.0 $600.0 $700.0 2018 2019 2020 2021 2022 2023 2024 Net Income ($33M) Adj EBITDA ($6M) Net Income $39M Adj EBITDA $103M Note: FY24 figures align to midpoints of relevant Company guidance ranges; For detailed reconciliations of Non-GAAP measures see the Appendix
8 Delivering on Expectations and Creating Shareholder Value Share Price: ~$3.00 Market Cap: ~$70M Share Price: $16.50+ Market Cap: ~$900M Note: Analyst Consensus, Share Price, and Market Capitalization figures as of market close 5/7/2024 Revenue ($M) FY'21 FY'22 FY'23 FY'24E Early Estimate - - - $700+ Original Guidance (mid) $340 $412 $603 $710 Revised Guidance (mid) - $414 $603 $725 Analyst Consensus $338 $409 $597 $716 Actual $335 $415 $607 Adj. EBITDA* ($M) FY'21 FY'22 FY'23 FY'24E Early Estimate - - - ~$100 Original Guidance (mid) $33 $53 $60 $100 Revised Guidance (mid) - $54 $63 $103 Analyst Consensus $33 $52 $60 $102 Actual $34 $56** $64 *For detailed reconciliations of Non-GAAP measures see the Appendix **As-reported FY22 Adj EBITDA. Accounting for stock-based compensation, the revised FY22 Adj EBITDA was $60M as shown elsewhere in this presentation
9 0% 5% 10% 15% 20% 25% 30% JO B G R O W TH 2 02 2- 20 32 ANNUAL JOB OPENINGS 2022-2032 In-Demand Offerings Across Transportation, Skilled Trades, and Healthcare 50% 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 by the U.S. Bureau of Labor Statistics www.bls.gov, September 2023. Job openings include those due to net employment changes and net replacements.
10 Healthcare Platform & Program Expansions Accelerating Growth and Diversification 10 Diversified Revenue Mix UTI UTI + Concorde Expanded Student Demographics UTI UTI + Concorde 14,380 26,000 $725M$419M Transportation Skilled Trades B2B Healthcare Male Female Healthcare support occupations are projected to grow the fastest of all occupational groups, at 15.4% from 2022 to 20322 Overall employment in healthcare occupations is expected to result in almost 2 million new jobs annually from 2022- 20321, driven by an aging workforce and an increasing demand for healthcare services 1 U.S. Bureau of Labor Statistics “Occupational Outlook Handbook” September 6, 2023 2 U.S. Bureau of Labor Statistics “Employment Projections: 2022-2032 Summary” September 6, 2023 3 “Demand is high for healthcare workers while labor numbers stagnate” Healthcare Finance, May 12, 2021 Demand is much greater for all healthcare occupations than the number of people available to fill the positions3 FY2022 FY2024 Outlook FY2022 FY2024 Outlook Healthcare Value Proposition Note: FY24 outlook aligns to midpoint of Company’s guidance
11 Maximizing Program Expansion Opportunities Leveraging recent acquisitions and optimized real estate footprint to drive growth through new program offerings within existing campuses. UTI Campuses Concorde Campuses UTI & Concorde Campuses * Program not yet open at this location; some still pending regulatory approvals ** Phlebotomy only, no Sterile Processing program at this location UTI Program Expansions Programs & Locations Aviation Long Beach, CA Avondale, AZ Miramar, FL Austin, TX Long Beach, CA Avondale, AZ Mooresville, NC Bloomfield, NJ* Sacramento, 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 Expansions Programs & Locations Cardiovascular Sonography San Bernadino, CA Orlando, FL San Diego, CA Dental Hygiene Miramar, FL Jacksonville, FL Portland, OR Diagnostic Medical Sonography Orlando, FL Respiratory Therapy Online Option 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 Industrial Maintenance Wind Power HVACR Robotics & Automation
$725M FY 2024 FY 2025+ Strategic Initiative “Playbook” Provides Opportunities for Continued Accelerated Growth 12 Acquisitions Strategic and disciplined opportunities New Campus Additions Leverage blended learning and refined program mix formats to expand geographic footprint Program Expansions Acquired MIAT and Concorde programs provide more expansion opportunities 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 Organic Growth + Future Incremental Opportunities1 Note: FY24 revenue outlook aligns to midpoint of Company’s guidance 1 Represents yet-to-be-determined future potential growth opportunities. No definitive plans have been announced at this time.
13 Business Outlook Fiscal 2024 Guidance
14 Fiscal 2024 Guidance* $ millions except EPS 1 Beginning in FY23, 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 FY23 Adj EBITDA excludes stock-based compensation; prior years updated for comparison * Raised guidance May 8, 2024 Note: for detailed reconciliations of Non-GAAP measures see the Appendix
15 Appendix
16 Business Overview • 15+ programs for in-demand fields across transportation and skilled trades • Program Mix (2023 Revenue): – Auto/Diesel 73%, Other Transportation 12%, Welding 8%, Other Skilled Trades 3%, and Industry Training 4% • Current expansion plans for 18 programs4 into existing campuses beginning FY23 including Aviation, Wind Energy, Robotics, HVACR, Welding, and Industrial Maintenance. More may follow. 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 As of September 30, 2023. 2 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 due to the COVID-19 pandemic, ED paused all loan payments from March 13, 2020, through September 30, 2023. This has significantly decreased the default rates starting with the 2019 Cohort and resulted in 0% for the 2020 Cohort. 3 Aggregated rates based on reporting in the ACCSC 2023 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. 4 Some still pending regulatory approval Summary Statistics Founded 1965 Revenue1 $429M Operating Inc.1 (Margin) $56M (13.0%) Adj. EBITDA1 (Margin) $85M (19.7%) Locations 16 Campuses in 9 States Key Metrics Enrollment ~15K Students Cohort Default Rate2 0% 90/10 Ratio2 ~64% Graduation Rate3 ~65% Employment Rate3 ~80% Composite Score: Calculated and reported only at an enterprise level. Reported score for FYE 9/30/23 was 1.6. Note: for detailed reconciliations of Non-GAAP measures see the Appendix
17 UTI Division Programs by Location MSAT = Manufacturer-Specific Advanced Training (offerings vary by location) Note some programs above have been announced but are not not yet open at all locations shown 1 UTI Avondale and Motorcycle Mechanics Institute Phoenix 2 UTI Houston and MIAT Houston 3 UTI Orlando and Orlando Motorcycle & Marine Mechanics Institutes Austin, Texas Avondale, Arizona1 Bloomfield, New Jersey Canton, Michigan Dallas, Texas Exton, Pennsylvania Houston, Texas2 Lisle, Illinois Long Beach, California Miramar, Florida Mooresville, North Carolina Orlando, Florida3 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
18 Business Overview • 20+ programs for in-demand healthcare professional degrees and certifications • Program Mix (2023 Revenue): – Dental 29%, Allied Health 26%, Patient Care 21%, Nursing 17%, and Diagnostic 8% • Expanding new programs into existing campuses in Fiscal 2024 including Dental Hygiene, Cardiovascular Sonography, & Diagnostic Medical Sonography, in addition to launching select online programs. 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 As of September 30, 2023, for the 10-month post-acquisition period of 12/1/22-09/30/23 2 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. 90/10 Title IV metric ranges from 63% to 86%. Note that due to the COVID-19 pandemic, ED paused all loan payments from March 13, 2020, through September 30, 2023. This has significantly decreased the default rates starting with the 2019 Cohort and resulted in 0% for the 2020 Cohort. 3 Aggregated rates for the 14 campuses accredited by ACCSC based on reporting in the ACCSC 2023 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 $178M Operating Inc.1 (Margin) $11M (5.9%) Adj. EBITDA1 (Margin) $16M (9.1%) Locations 17 Campuses in 8 States Key Metrics Enrollment ~8K Students Cohort Default Rate2 0% 90/10 Ratio2 ~72% Graduation Rate3 ~71% Employment Rate3 ~86% Concorde Career Colleges Division Overview Composite Score: Calculated and reported only at an enterprise level. Reported score for FYE 9/30/23 was 1.6. Note: for detailed reconciliations of Non-GAAP measures see the Appendix
19 Concorde Programs by Location Note some programs above have been announced but are not not yet open 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 Technicial (Diploma) Sterile Processing Technician (Diploma) Kansas City location includes both a main campus and a smaller satellite campus
20 Illustrative Organic Growth Opportunities ($5) $0 $5 $10 $15 $20 $25 Year 0/1 Year 2 Year 3 Year 4 Year 5 New Campus (UTI) ($0.5) $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 Year 0/1 Year 2 Year 3 Year 4 Year 5 HVACR Program (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 for directional guidance on financial impact. New Campus HVACR Program Dental Hygiene Program UTI Division UTI Division Concorde Division CapEx Requirement ~$15M ~$0.6M ~$2.3M IRR (10-year) 40%+ 70%+ 30%+ Sq Footage Requirement 105,000 ft2 4,000 ft2 7,500 ft2 Avg Students 750-1,000 ~80 ~70
21 Industry Partnerships That Deliver Value UTI’s relationships with more than 35 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.
22 • June 2016: Coliseum Holdings purchased 700,000* shares of Series A Convertible Preferred Stock for $70 million – Initial 700,000 shares were convertible into 21,021,021 shares of common stock (~30:1) – Subject to NYSE voting and conversion caps, and certain education regulatory approval limitations • February 2020: Stockholders approved removal of NYSE voting and conversion caps • September 2020: Coliseum distributed all 700,000 shares to affiliates (incl. Coliseum entities) and non-affiliates – Affiliates received 24.9% (from 39.2%) of outstanding shares on an as-converted basis > Education regulatory limitation remains; voting and conversion cap of 9.99% of outstanding shares – Non-Affiliates received remaining 14.3% of outstanding shares on an as-converted basis; no voting or conversion caps on an individual basis Background Dividends • 7.5% annual dividend: ~$5.1 million was paid in cash in semi-annual installments on March 31 and September 30 • By Preferred Holders: Convertible to common at any time at the option of the holder, subject to any caps – Coliseum & Affiliates subject to education regulatory approval cap of 9.99%, must request removal by UTI • By UTI**: When the daily VWAP of UTI common stock is ≥$8.33 for 20 consecutive trading days (excluding trading windows closed to insiders), UTI may require conversion of any/all outstanding preferred stock into common, subject to removal of any capsConversion Terms History of Preferred Stock All remaining preferred shares outstanding converted to common on 12/18/2023 * As of September 30,2023, preferred shares outstanding totaled 675,885 following conversion by one of the preferred holders in June 2022 Note: Above is intended as a summary only and is subject in its entirety to the actual terms contained in our filings with the SEC. Additional details may be found in the Company’s public filings including its 10-Ks, 8-Ks, proxy statements and the 2016 Certificate of Designations ** On December 18, 2023, the company satisfied the conditions necessary to allow it to convert all remaining Series A preferred shares into common shares. Immediately preceding the conversion, the Company repurchased ~33k preferred shares. Total outstanding common shares increased by ~19.3 million as a result of the conversion.
23 Non-GAAP Information
24 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. 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 the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance. • 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. • Restructuring charges: 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, will begin operating under the UTI brand and implement a phased teach-out agreement starting in May 2024. Both facilities will remain in use post-consolidation. • Costs related to the purchase of our campuses: We lease the majority of our campus locations. Over the past three years due to shifts within the real estate environment, we have been presented with the opportunity to purchase three of our campus locations. These purchases are significant capital expenditures and not 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 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 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.
25 Adjusted EBITDA Reconciliation ($ in thousands) 1. Beginning in FY2023 UTI includes stock-based compensation in its non-GAAP add-backs to EBITDA; FY2022 has been restated above for comparison 2. Costs related to both announced and potential acquisition targets. 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. The Austin, TX and Miramar, FL campuses opened during FY2022. The adjustment reflects one-time opening costs incurred for both campuses. 5. In December 2023, the Company announced plans to consolidate its MIAT-Houston and UTI-Houston operations beginning in fiscal 2024 and completing in early fiscal 2025 6. During the fourth quarter of 2022, we completed a branding study and determined that the carrying value of the MIAT trademarks and trade name exceeded its fair value and recorded an intangible asset impairment charge of $2.0 million during the year ended September 30, 2022. 7. Lease accounting adjustments from our campus optimization efforts. These are primarily non-cash except for a lease termination payment related to our Orlando campus. Notes: The acquisition of MIAT closed on November 1, 2021, and Concorde closed on December 1, 2022, impacting comparability across periods; Expected adjustments outlined for FY 2024 are illustrative only and may differ from what is realized, either in the amounts &/or the categories shown Net income, as reported ~$39,000 $12,322 $25,848 Interest expense (income), net ~3,500 3,795 1,495 Income tax expense (benefit) ~15,900 5,765 (5,407) Depreciation and amortization ~30,500 25,215 16,884 EBITDA ~$88,900 $47,097 $38,820 Stock-based compensation expense(1) ~7,400 3,848 4,337 Acquisition-related costs(2) − 2,374 4,239 Integration-related costs for completed acquisitions(3) ~6,100 8,585 1,691 One-time costs associated with new campus openings(4) − 2,341 9,177 Restructuring costs(5) ~600 − − Intangible asset impairment(6) − − 2,000 Facility lease accounting adjustments(7) − − (64) Adjusted EBITDA, non-GAAP ~$103,000 $64,245 $60,200 FY2024 Guidance Range $102,000-$104,000 Actual Fiscal 2023 Actual Fiscal 2022 Guidance Midpoint Fiscal 2024
26 Adjusted Free Cash Flow Reconciliation ($ in thousands) 1. In February 2022 we purchased our Lisle, IL campus, and in March 2023 we purchased the three primary buildings and related land at our Orlando, FL campus. 2. Costs related to both announced and potential acquisition targets. 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 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. 4. The Austin, TX and Miramar, FL campuses opened during FY2022. The adjustment reflects one-time opening costs incurred for both campuses. 5. In December 2023, the Company announced plans to consolidate its MIAT-Houston and UTI-Houston operations beginning in fiscal 2024 and completing in early fiscal 2025 6. Adjustments reflect the cash paid in accordance with previous CEO Kimberly J. McWaters’s Retirement Agreement and Release of Claims, dated October 31, 2019. 7. Lease accounting adjustments from our campus optimization efforts. These are primarily non-cash except for a lease termination payment related to our Orlando campus. Note: Expected adjustments outlined for FY 2024 are illustrative only and may differ from what is realized, either in the amounts &/or the categories shown Guidance Midpoint Fiscal 2024 Actual Fiscal 2023 Actual Fiscal 2022 Cash flow provided by operating activities, as reported ~$84,900 $49,148 $46,031 Purchase of property and equipment ~(30,500) (56,685) (79,450) Free cash flow, non-GAAP ~54,400 ($7,537) ($33,419) Adjustments Cash outflow to purchase campuses(1) − 26,156 28,680 Cash outflow for acquisition-related costs(2) − 2,347 3,923 Cash outflow for integration-related costs for completed acquisitions(3) ~6,100 7,768 1,436 Cash outflow for integration-related PP&E(3) ~2,500 10,530 − Cash outflow for one-time costs associated with new campus openings(4) − 2,341 5,136 Cash outflow for PP&E associated with new campus openings(4) − 7,484 28,579 Cash outflow for restructuring costs and PP&E(5) ~1,000 − − Cash outflow for severance payments due to CEO transition(6) − − 32 Cash outflow for facility lease accounting adjustments(7) − − 575 Adjusted Free Cash Flow, non-GAAP ~$64,000 $49,089 $34,942 FY2024 Guidance Range $62,000-$66,000
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May 8, 2024 Universal Technical Institute, Inc. Q2 FY24 Financial Supplement
Forward-Looking Statements This presentation contains 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). Forward-looking statements 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. These statements are based on our management’s current beliefs, expectations and assumptions about future events, conditions and results and on information currently available to us. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements or events and circumstances reflected in the forward-looking statements will occur. Discussions containing these forward-looking statements may be found, among other places, in the Sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference from our most recent Annual Report on Form 10-K, in our subsequent Quarterly Reports on Form 10-Q and certain of our current reports on Form 8-K, as well as any amendments thereto, filed with the Securities and Exchange Commission (the “SEC”). In addition, statements that refer to projections of earnings, revenue, costs or other financial items in future periods; anticipated growth and trends in our business or key markets; cost synergies, growth opportunities and other potential financial and operating benefits; future growth and revenues; future economic conditions and performance; anticipated performance of curriculum; plans, objectives and strategies for future operations; and other characterizations of future events or circumstances, and all other statements that are not statements of historical fact are forward-looking statements. Such statements are based on currently available operating, financial and competitive information and are subject to various risks, uncertainties and assumptions that could cause actual results to differ materially from those anticipated or implied in our forward-looking statements due to a number of factors, including, but not limited to, those set forth under the section entitled “Risk Factors” in our filings with the SEC. 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; our failure to maintain eligibility for 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; our failure to maintain eligibility for or the ability to process federal student financial assistance; regulatory investigations of, or actions commenced against, us or other companies in our industry; changes in the state regulatory environment or budgetary constraints; 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. Given these risks, uncertainties and other factors, many of which are beyond our control, you should not place undue reliance on these forward-looking statements. Neither we nor any other person makes any representation as to the accuracy or completeness of these forward-looking statements and, except as required by law, we assume no obligation to update these forward-looking statements publicly, or to revise any forward-looking statements, even if new information becomes available in the future. This presentation also contains estimates and other statistical data made by independent parties, and by us, relating to market size and growth and other data about our industry and our business. This data involves several assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimates of our future performance and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk. PAGE 2
Consolidated Q2 2024 Highlights Q2 2024 Revenue $184.2 million Net Income $7.8 million Adjusted EBITDA $22.6 million Diluted Earnings Per Share $0.14 PAGE 3 ■ Company delivered Q2 financial results ahead of expectations and revised fiscal 2024 guidance follows: ■ New Student Starts – Raised range to 25,500 - 26,500 (was 24,500 - 25,500) ■ Revenue – Raised range to $720 million - $730 million (was $710 million - $720 million) ■ Net Income – Raised range to $37 million - $41 million (was $36 million - $40 million) ■ Diluted EPS – Raised range to $0.68 - $0.73 (was $0.67 - $0.72) ■ Adjusted EBITDA – Raised range to $102 million - $104 million (was $100 million - $103 million) ■ Adjusted Free Cash Flow – No change from prior guidance ■ The Company also released initial projections for fiscal 2025, with revenue of nearly $800 million, approximately 10% growth year over year, and adjusted EBITDA margin of approximately 15%, representing at least 100 basis points of adjusted EBITDA margin expansion versus fiscal 2024 Note: See press release and investor presentation for more details on guidance, including non-GAAP reconciliations. ■ Revenue of $184.2 million representing 12.4% growth versus the prior year period, with UTI and Concorde achieving 14.7% and 8.2% growth versus the prior year period, respectively. ■ Total new student starts of 5,480 representing 18.5% growth versus the prior year period, with UTI and Concorde achieving 19.6% and 17.2% growth versus the prior year period, respectively. ■ $116.6 million of cash and $29 million of revolver capacity provides ample liquidity for any potential business needs or new opportunities that may arise
Consolidated Q2 2024 Summary Results ($ in millions) ($ in millions, except for student data) 3 Mos. 3/31/24 3 Mos. 3/31/23 YoY Change 6 Mos. 3/31/24 6 Mos. 3/31/23(2) YoY Change Revenues $184.2 $163.8 12.4% $358.9 $283.8 26.4% Operating expenses $173.0 $157.9 9.6% $333.4 $273.4 22.0% Ed Services $97.5 $86.9 12.1% $189.9 $148.3 28.0% SG&A $75.5 $70.9 6.4% $143.6 $125.1 14.8% Income from operations $11.2 $5.9 $5.3 $25.4 $10.4 $15.0 Net interest and other expense $(0.6) $(0.7) $0.1 $(1.3) $(1.0) $(0.3) Income tax expense $(2.8) $(1.8) $(1.0) $(5.9) $(3.3) $(2.6) Net income $7.8 $3.5 $4.3 $18.2 $6.1 $12.1 Adjusted EBITDA(1) $22.6 $19.2 $3.4 $47.1 $33.6 $13.5 Operating cash flow $(2.5) $(7.1) $4.6 $8.3 $(4.3) $12.6 Adjusted free cash flow(1) $(6.5) $(4.6) $(1.9) $3.7 $(2.0) $5.7 Capital expenditures $5.9 $31.9 $(26.0) $9.8 $38.6 $(28.8) PAGE 4 1. For a detailed reconciliation of Non-GAAP measures, see slides 16-21. 2. The acquisition of Concorde closed on December 1, 2022. As such, the six months ended March 31, 2023 only includes four months of Concorde activity.
Consolidated Statements of Operations Trend ($ in thousands, except EPS) 3 Mos. 3/31/24 3 Mos. 12/31/23 12 Mos. 9/30/23(3) 3 Mos. 9/30/23 3 Mos. 6/30/23 3 Mos. 3/31/23 3 Mos. 12/31/22(3) 12 Mos. 9/30/22 Revenues $ 184,176 $ 174,695 $ 607,408 $ 170,298 $ 153,286 $ 163,820 $ 120,004 $ 418,765 Operating expenses: Educational services and facilities 97,488 92,409 329,870 93,155 88,377 86,930 61,408 207,233 SG&A 75,496 68,055 256,139 66,804 64,246 70,941 54,148 189,158 Total operating expenses 172,984 160,464 586,009 159,959 152,623 157,871 115,556 396,391 Income from operations 11,192 14,231 21,399 10,339 663 5,949 4,448 22,374 Total other (expense) income, net (638) (682) (3,312) (1,095) (1,236) (706) (275) (1,933) Income tax (expense) benefit(1) (2,767) (3,160) (5,765) (2,541) 64 (1,763) (1,525) 5,407 Net income (loss)(1) $ 7,787 $ 10,389 $ 12,322 $ 6,703 $ (509) $ 3,480 $ 2,648 $ 25,848 Preferred stock dividends — (1,097) (5,069) (1,278) (1,263) (1,251) (1,277) (5,159) Income (loss) available for distribution $ 7,787 $ 9,292 $ 7,253 $ 5,425 $ (1,772) $ 2,229 $ 1,371 $ 20,689 Income allocated to participating securities $ — $ (2,855) $ (2,712) $ (2,025) $ — $ (833) $ (514) $ (7,847) Net income (loss) available to common shareholders $ 7,787 $ 6,437 $ 4,541 $ 3,400 $ (1,772) $ 1,396 $ 857 $ 12,842 Net income (loss) per share, diluted $ 0.14 $ 0.17 $ 0.13 $ 0.10 $ (0.05) $ 0.04 $ 0.02 $ 0.38 EBITDA(2) $ 18,513 $ 21,429 $ 47,097 $ 16,848 $ 7,407 $ 12,821 $ 10,021 $ 38,820 Total Shares Outstanding (Period End) 53,801 53,732 34,075 34,075 34,151 34,149 33,925 33,775 Weighted Average Diluted Shares Outstanding 54,770 37,439 34,479 34,824 34,067 34,553 34,408 33,743 PAGE 5 1. Net income for the twelve months ended September 30, 2022 includes an income tax benefit from the reversal of a majority of our valuation allowance. 2. For a detailed reconciliation of Non-GAAP measures, see slides 16-21. 3. The acquisition of Concorde closed on December 1, 2022. As such, the three months ended December 31, 2022 and the twelve months ended September 30, 2023 only includes one and ten months of Concorde activity, respectively.
Consolidated Results of Operations Trend Percent of Revenue 3 Mos. 3 Mos. 12 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 12 Mos. 3/31/24 12/31/23 9/30/2023(2) 9/30/23 6/30/23 3/31/23 12/31/22(2) 9/30/22 Revenues 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% Operating Expenses: Educational services and facilities 52.9% 52.9% 54.3% 54.7% 57.7% 53.1% 51.2% 49.5% SG&A 41.0% 39.0% 42.2% 39.2% 41.9% 43.3% 45.1% 45.2% Total operating expenses 93.9% 91.9% 96.5% 93.9% 99.6% 96.4% 96.3% 94.7% Income from operations 6.1% 8.1% 3.5% 6.1% 0.4% 3.6% 3.7% 5.3% Total other (expense) income, net (0.3)% (0.4)% (0.5)% (0.6)% (0.7)% (0.4)% (0.2)% (0.5)% Income tax (expense) benefit(1) (1.5)% (1.8)% (0.9)% (1.5)% —% (1.1)% (1.3)% 1.3% Net income (loss)(1) 4.2% 5.9% 2.0% 3.9% (0.3)% 2.1% 2.2% 6.1% Preferred stock dividends —% (0.6)% (0.8)% (0.8)% (0.8)% (0.8)% (1.1)% (1.2)% Income (loss) available for distribution 4.2% 5.3% 1.2% 3.2% (1.2)% 1.4% 1.1% 4.9% Income allocated to participating securities —% (1.6)% (0.4)% (1.2)% —% (0.5)% (0.4)% (1.9)% Net income (loss) available to common shareholders 4.2% 3.7% 0.7% 2.0% (1.2)% 0.9% 0.7% 3.1% EBITDA(3) 10.1% 12.3% 7.8% 9.9% 4.8% 7.8% 8.4% 9.3% PAGE 6 1. Net income for the twelve months ended September 30, 2022 includes an income tax benefit from the reversal of a majority of our valuation allowance. 2. The acquisition of Concorde closed on December 1, 2022. As such, the three months ended December 31, 2022 and the twelve months ended September 30, 2023 only includes one and ten months of Concorde activity, respectively. 3. For a detailed reconciliation of Non-GAAP measures, see slides 16-21.
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. 3/31/24 12/31/23 9/30/23 6/30/23 3/31/23 3/31/24 12/31/23 9/30/23 6/30/23 3/31/23 UTI UTI UTI UTI UTI Concorde Concorde Concorde Concorde Concorde New student starts 2,840 2,314 6,500 3,333 2,374 2,640 2,032 3,892 1,967 2,252 Y/Y growth/(decline) 19.6% 17.2% 9.0% 5.3% 4.4% 17.2% 533.0% —% —% —% Average undergraduate full-time active students 13,810 14,321 12,883 11,544 12,516 8,506 8,244 8,008 7,050 7,808 Average student Y/Y growth/(decline) 10.3% 6.0% 1.4% (4.0)% (3.0)% 8.9% 6.6% —% —% —% Revenue per student $8,900 $8,100 $8,900 $8,700 $8,600 $7,200 $7,200 $6,900 $7,400 $7,200 Revenues $123.3 $115.4 $115.3 $100.9 $107.6 $60.9 $59.3 $55.0 $52.4 $56.3 Y/Y growth/(decline) 14.7% 9.3% 4.2% (0.1)% 5.4% 8.2% 311.8% —% —% —% Income from operations $18.1 $15.1 $14.5 $5.1 $9.8 $3.2 $7.1 $3.1 $1.9 $6.2 Margin 14.7% 13.1% 12.6% 5.1% 9.1% 5.3% 12.0% 5.6% 3.6% 11.0% Adjusted EBITDA(1) $24.4 $21.6 $21.5 $12.6 $20.7 $5.4 $8.8 $4.0 $4.0 $8.4 Adjusted EBITDA margin 19.8% 18.7% 18.6% 12.5% 19.2% 8.9% 14.8% 7.3% 7.6% 14.9% PAGE 7 1. For a detailed reconciliation of Non-GAAP measures, see slides 16-21. . Note: Corporate results are not included within these metrics as they do not have any student data.
3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3/31/24 3/31/24 3/31/24 3/31/24 3/31/23 3/31/23 3/31/23 3/31/23 UTI Concorde Corporate Consolidated UTI Concorde Corporate Consolidated Revenues $ 123,323 $ 60,853 $ — $ 184,176 $ 107,560 $ 56,260 $ — $ 163,820 Ed Services 60,100 37,388 — 97,488 53,321 33,609 — 86,930 SG&A 45,137 20,219 10,140 75,496 44,451 16,462 10,028 70,941 Total operating expenses 105,237 57,607 10,140 172,984 97,772 50,071 10,028 157,871 Income (loss) from operations 18,086 3,246 (10,140) 11,192 9,788 6,189 (10,028) 5,949 Net income (loss) 16,616 3,320 (12,149) 7,787 8,821 6,237 (11,578) 3,480 EBITDA(1) 23,771 4,463 (9,721) 18,513 14,890 7,837 (9,906) 12,821 Adjusted EBITDA(1) 24,355 5,415 (7,163) 22,607 17,382 8,381 (6,572) 19,191 Adjusted EBITDA margin 19.8% 8.9% —% 12.3% 16.2% 14.9% —% 11.7% Segment Results of Operations: Second Quarter ($ in thousands) PAGE 8 1. For a detailed reconciliation of Non-GAAP measures, see slides 16-21.
6 Mos. 6 Mos. 6 Mos. 6 Mos. 6 Mos. 6 Mos. 6 Mos. 6 Mos. 3/31/24 3/31/24 3/31/24 3/31/24 3/31/23 3/31/23 3/31/23 3/31/23 UTI Concorde Corporate Consolidated UTI Concorde Corporate Consolidated Revenues $ 238,697 $ 120,174 $ — $ 358,871 $ 213,133 $ 70,691 $ — $ 283,824 Ed Services 117,468 72,429 — 189,897 104,198 44,140 — 148,338 SG&A 88,053 37,371 18,127 143,551 85,725 21,088 18,276 125,089 Total operating expenses 205,521 109,800 18,127 333,448 189,923 65,228 18,276 273,427 Income (loss) from operations 33,176 10,374 (18,127) 25,423 23,210 5,463 (18,276) 10,397 Net income (loss) 30,213 10,493 (22,530) 18,176 21,553 5,503 (20,928) 6,128 EBITDA(1) 44,368 12,745 (17,171) 39,942 33,275 7,568 (18,001) 22,842 Adjusted EBITDA(1) $ 45,965 $ 14,169 $ (12,998) $ 47,136 $ 37,562 $ 8,317 $ (12,249) $ 33,630 Adjusted EBITDA margin 19.3 % 11.8 % — % 13.1 % 17.6 % 11.8 % — % 11.8 % Segment Results of Operations: Year-to-Date ($ in thousands) PAGE 9 1. For a detailed reconciliation of Non-GAAP measures, see slides 16-21.
Segment Expense Details: Second Quarter ($ in thousands) 3 Mos. % of 3 Mos. % of 3 Mos. % of 3 Mos. % of 03/31/2024 Segment 03/31/2024 Segment 03/31/2024 Consolidated 03/31/2024 Consolidated UTI Revenue Concorde Revenue Corporate Revenue Consolidated Revenue EDUCATIONAL SERVICES AND FACILITIES EXPENSES: Compensation and related costs $ 31,505 25.5 % $ 24,101 39.6 % $ — — % $ 55,606 30.2 % Occupancy Costs 7,586 6.2 % 5,424 8.9 % — — % 13,010 7.1 % Depreciation and amortization expense 5,585 4.5 % 754 1.2 % — — % 6,339 3.4 % Supplies, maintenance and student expense 8,102 6.6 % 4,351 7.2 % — — % 12,453 6.8 % Contract service expense 1,151 0.9 % 526 0.9 % — — % 1,677 0.9 % Other educational services and facilities expense 6,171 5.0 % 2,232 3.7 % — — % 8,403 4.6 % Total $ 60,100 48.7 % $ 37,388 61.4 % $ — — % $ 97,488 52.9 % SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES: Compensation and related costs $ 22,991 18.6 % $ 7,738 12.7 % $ 6,962 3.8 % $ 37,691 20.5 % Advertising and marketing costs 13,900 11.3 % 7,040 11.6 % 211 0.1 % 21,151 11.5 % Professional and contract service expense 1,620 1.3 % 2,232 3.7 % 3,014 1.6 % 6,866 3.7 % Other selling general and administrative expense 6,626 5.4 % 3,209 5.3 % (47) — % 9,788 5.3 % Total $ 45,137 36.6 % $ 20,219 33.2 % $ 10,140 5.5 % $ 75,496 41.0 % COMPENSATION AND RELATED COST SUMMARY: Salaries, employee benefit and tax expense $ 50,760 41.2 % $ 30,941 50.8 % $ 3,862 2.1 % $ 85,563 46.5 % Bonus expense 3,423 2.8 % 829 1.4 % 1,128 0.6 % 5,380 2.9 % Stock based compensation 313 0.3 % 68 0.1 % 1,972 1.1 % 2,353 1.3 % Total compensation and related costs: $ 54,496 44.2 % $ 31,838 52.3 % $ 6,962 3.8 % $ 93,296 50.7 % PAGE 10
Segment Expense Details: Year-to-Date ($ in thousands) 6 Mos. % of 6 Mos. % of 6 Mos. % of 6 Mos. % of 03/31/2024 Segment 03/31/2024 Segment 03/31/2024 Consolidated 03/31/2024 Consolidated UTI Revenue Concorde Revenue Corporate Revenue Consolidated Revenue EDUCATIONAL SERVICES AND FACILITIES EXPENSES: Compensation and related costs $ 59,148 24.8 % $ 46,064 38.3 % $ — — % $ 105,212 29.3 % Occupancy Costs 15,044 6.3 % 10,987 9.1 % — — % 26,031 7.3 % Depreciation and amortization expense 10,977 4.6 % 2,012 1.7 % — — % 12,989 3.6 % Supplies, maintenance and student expense 18,515 7.8 % 8,212 6.8 % — — % 26,727 7.4 % Contract service expense 2,035 0.9 % 1,029 0.9 % — — % 3,064 0.9 % Other educational services and facilities expense 11,749 4.9 % 4,125 3.4 % — — % 15,874 4.4 % Total $ 117,468 49.2 % $ 72,429 60.3 % $ — — % $ 189,897 52.9 % SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES: Compensation and related costs $ 44,681 18.7 % $ 14,832 12.3 % $ 12,550 3.5 % $ 72,063 20.1 % Advertising and marketing costs 27,253 11.4 % 13,132 10.9 % 211 0.1 % 40,596 11.3 % Professional and contract service expense 3,323 1.4 % 3,599 3.0 % 5,521 1.5 % 12,443 3.5 % Other selling general and administrative expense 12,796 5.4 % 5,808 4.8 % (155) — % 18,449 5.1 % Total $ 88,053 36.9 % $ 37,371 31.1 % $ 18,127 5.1 % $ 143,551 40.0 % COMPENSATION AND RELATED COST SUMMARY: Salaries, employee benefit and tax expense $ 96,129 40.3 % $ 59,133 49.2 % $ 7,425 2.1 % $ 162,687 45.3 % Bonus expense 6,917 2.9 % 1,686 1.4 % 2,150 0.6 % 10,753 3.0 % Stock based compensation 783 0.3 % 77 0.1 % 2,975 0.8 % 3,835 1.1 % Total compensation and related costs: $ 103,829 43.5 % $ 60,896 50.7 % $ 12,550 3.5 % $ 177,275 49.4 % PAGE 11
New Student Starts Details 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3/31/24 12/31/23 9/30/23 6/30/23 3/31/23 12/31/22 Total Segment Total New Student Starts 5,480 4,346 10,392 5,300 4,626 2,295 Y/Y growth/(decline)(1) 18.5% —% —% —% —% —% UTI Segment Total New Student Starts 2,840 2,314 6,500 3,333 2,374 1,974 Y/Y growth/(decline) 19.6% 17.2% 9.0% 5.3% 4.4% 0.1% High School New Student Starts 631 640 4,044 1,195 539 560 Y/Y growth/(decline) 17.1% 14.3% 6.8% 15.8% 0.2% 15.9% Adult New Student Starts 1,579 1,154 1,919 1,613 1,320 1,013 Y/Y growth/(decline) 19.6% 13.9% 11.0% (2.9)% 3.7% 0.2% Military New Student Starts 630 520 537 525 515 401 Y/Y growth/(decline) 22.3% 29.7% 19.3% 11.0% 11.0% (16.1)% Concorde Segment Total New Student Starts 2,640 2,032 3,892 1,967 2,252 321 Y/Y growth/(decline)(1) 17.2% —% —% —% —% —% Core New Student Starts 1,556 1,375 1,986 1,325 1,384 321 Y/Y growth/(decline)(1) 12.4% —% —% —% —% —% Clinical New Student Starts 1,084 657 1,906 642 868 — Y/Y growth/(decline)(1) 24.9% —% —% —% —% —% PAGE 12 1. The acquisition of Concorde closed on December 1, 2022. Therefore, there is no year-over-year comparability for the Total segment and Concorde segment during the earlier periods.
Consolidated Balance Sheet and Cash Flow Summary ($ in thousands) At: 03/31/24 9/30/23 Cash & cash equivalents $ 116,099 $ 151,547 Total current assets 170,234 204,985 PP&E (net) 263,538 266,346 Right-of-use assets for operating leases 169,626 176,657 Total assets 702,088 740,685 Operating lease liability – current 22,841 22,481 Long term debt, current portion 2,600 2,517 Total current liabilities 166,442 184,700 Operating lease liability – LT 158,448 165,026 Long-term debt 139,317 159,600 Total liabilities 469,475 514,718 Stockholders’ equity 232,613 225,967 Total liabilities & equity $ 702,088 $ 740,685 6 Mos. 3/31/24 6 Mos. 3/31/23(1) Net cash provided by (used in) operating activities $ 8,345 $ (4,315) Purchase of property and equipment, excluding new campus purchase (9,759) (12,485) Cash paid for acquisition, net of cash acquired(1) — (16,973) Proceeds from held-to-maturity securities — 29,000 Purchase of Orlando, Florida campus buildings and associated land — (26,156) Net cash used in investing activities (9,759) (26,614) Proceeds from revolving credit facility 20,000 90,000 Payments on revolving credit facility (39,000) — Preferred share repurchase (11,503) — Payments on term loans and finance leases (1,246) (715) Net cash (used in) provided by financing activities (34,965) 85,525 Change in cash and restricted cash (36,379) 54,596 Ending balance of cash and restricted cash $ 120,545 $ 124,592 PAGE 13 1. The acquisition of Concorde closed on December 1, 2022. As such, the six months ended March 31, 2023 only includes four months of Concorde activity.
Earnings Per Share Trend and Guidance ($ in thousands, except EPS) Guidance Fiscal 2024 Midpoint Actual 3 Mos. 3/31/24 Actual 3 Mos. 12/31/23 Actual 12 Mos. 9/30/23(1) Actual 3 Mos. 9/30/23 Actual 3 Mos. 6/30/23 Actual 3 Mos. 3/31/23 Actual 3 Mos. 12/31/22(1) Net Income (loss) ~$37,000-41,000 $ 7,787 $ 10,389 $ 12,322 $ 6,702 $ (509) $ 3,480 $ 2,648 Less: Preferred stock dividend declared (1,097) — (1,097) (5,069) (1,278) (1,263) (1,251) (1,277) Net income (loss) available for distribution ~$38,000 7,787 9,292 7,253 5,424 (1,772) 2,229 1,371 Income allocated to participating securities (2,855) — (2,855) (2,712) (2,025) — (833) (514) Net income (loss) available to common shareholders ~$35,000 $ 7,787 $ 6,437 $ 4,541 $ 3,399 $ (1,772) $ 1,396 $ 857 Weighted average basic shares outstanding ~49,000 53,757 36,434 33,985 34,070 34,067 33,999 33,805 Basic income (loss) per common share ~$0.68-0.73 $ 0.14 $ 0.18 $ 0.13 $ 0.10 $ (0.05) $ 0.04 $ 0.03 Weighted average basic shares outstanding ~49,000 53,757 36,434 33,985 34,070 34,067 33,999 33,805 Dilutive effect related to employee stock plans ~1000 1,013 1,005 494 754 — 554 603 Weighted average diluted shares outstanding ~50,000 54,770 37,439 34,479 34,824 34,067 34,553 34,408 Diluted income (loss) per common share ~$0.68-0.73 $ 0.14 $ 0.17 $ 0.13 $ 0.10 $ (0.05) $ 0.04 $ 0.02 PAGE 14 1. The acquisition of Concorde closed on December 1, 2022. As such, the three months ended December 31, 2022 and the twelve months ended September 30, 2023 only includes one and ten months of Concorde activity, respectively. Note: With the December 18, 2023 conversion of all remaining Series A preferred shares into common shares, the two-class EPS calculation method the Company has employed previously will no longer be applicable. While it was used for Q1 FY2024 and will remain in place for year-to-date calculations to account for the Preferred shares before conversion, the remaining quarters in FY24 and beyond will employ the more traditional basic and diluted EPS methodology.
Leverage as of 3/31/2024 Current Loan Balances $141.8M LTM EBITDA $77.8 Cash & Cash Equivalents $116.1 Gross Leverage Ratio 1.82x Net Leverage Ratio 0.33x Debt Term Loan: Avondale Campus (Fifth Third Bank) Original Note Amount $31.2M Inception Date 5/12/2021 Rate* Fixed/Float Maturity 7 years Current Note Balance $28.8M Term Loan: Lisle Campus (Valley National Bank) Original Note Amount $38.0M Inception Date 4/14/2022 Rate** Fixed/Float Maturity 7 years Current Note Balance $37.3M Revolver (Fifth Third Bank) Total Capacity $100.0M Inception Date 11/21/2022 Rate*** Float Maturity 3 years Current Loan Balance $71.0M 9/30/2024 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. Note: FY24 proforma cash and debt balances assume partial revolver paydown, though actual use of revolver will continue to be evaluated throughout the year. Any reduction to the outstanding revolver balance would benefit gross leverage but have no impact on net leverage. Leverage Ratios PAGE 15 *Avondale rate is 50% fixed at 3.50% + 50% Floating @ SOFR plus 2% Margin **Lisle rate is 50% fixed at 4.69% + 50% Floating @ SOFR plus 2% Margin ***Revolver rate is floating at SOFR plus 2.10%-2.15% Margin and Spread. See our Quarterly Reports on Form 10-Q for more details Proforma Leverage 9/30/2024 Projected Note Balances ~120.6M LTM EBITDA - FY23 Guidance midpoint ~$102.0M Cash & Cash Equivalents (projected) ~$150.0M Gross Leverage Ratio ~1.20x Net Leverage Ratio -0.30x
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 the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance. • 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. • Restructuring charges: 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, will begin operating under the UTI brand and implement a phased teach-out agreement starting in May 2024. Both facilities will remain in use post-consolidation. • Costs related to the purchase of our campuses: We lease the majority of our campus locations. Over the past three years due to shifts within the real estate environment, we have been presented with the opportunity to purchase three of our campus locations. These purchases are significant capital expenditures and not 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 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 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. 3/31/24 3 Mos. 12/31/23 12 Mos. 9/30/23(9) 3 Mos. 9/30/23 3 Mos. 6/30/23 3 Mos. 3/31/23 3 Mos. 12/31/22(9) 12 Mos. 9/30/22 Net income (loss), as reported(1) $ 7,787 $ 10,389 $ 12,322 $ 6,703 $ (509) $ 3,480 $ 2,648 $ 25,848 Interest expense (income), net 757 896 3,795 1,038 1,325 832 600 1,495 Income tax expense (benefit) 2,767 3,160 5,765 2,541 (64) 1,763 1,525 (5,407) Depreciation and amortization 7,202 6,984 25,215 6,566 6,655 6,746 5,248 16,884 EBITDA $ 18,513 $ 21,429 $ 47,097 $ 16,848 $ 7,407 $ 12,821 $ 10,021 $ 38,820 Stock-based compensation expense(2) 2,353 1,482 3,848 33 533 2,113 1,169 4,337 Acquisition-related costs(3) — — 2,374 56 221 1,322 775 4,239 Integration-related costs for completed acquisitions(4) 1,696 1,574 8,585 2,200 2,950 1,951 1,484 1,691 One-time costs associated with new campus openings(5) — — 2,341 32 335 984 990 9,177 Restructuring costs(6) 45 43 — — — — — — Intangible asset impairment(7) — — — — — — — 2,000 Facility lease accounting adjustments(8) — — — — — — — (64) Adjusted EBITDA, non-GAAP $ 22,607 $ 24,528 $ 64,245 $ 19,169 $ 11,446 $ 19,191 $ 14,439 $ 60,200 PAGE 17 1. Net income for the twelve months ended September 30, 2022 includes an income tax benefit from the reversal of a majority of our valuation allowance. 2. Starting in fiscal 2023, stock-based compensation expense is included in Adjusted EBITDA. All prior periods have been restated for comparability. 3. Costs related to both announced and potential acquisition targets. 4. 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. 5. The Austin, TX and Miramar, FL campuses opened during FY2022. The adjustment reflects one-time opening costs incurred for both campuses. 6. On December 5, 2023, UTI announced plans to consolidate the two Houston, Texas campus locations to better align with our business strategy. 7. During the fourth quarter of 2022, we completed a branding study and determined that the carrying value of the MIAT trademarks and trade name exceeded its fair value and recorded an intangible asset impairment charge of $2.0 million during the year ended September 30, 2022. 8. Lease accounting adjustments from our campus optimization efforts. These are primarily non-cash except for a lease termination payment related to our Orlando campus. 9. The acquisition of Concorde closed on December 1, 2022. As such, the three months ended December 31, 2022 and the twelve months ended September 30, 2023 only includes one and ten months of Concorde activity, respectively.
Consolidated Adjusted EBITDA Reconciliation Trend ($ in thousands) YEAR-TO-DATE 6 Mos. 3/31/24 3 Mos. 12/31/23 12 Mos. 9/30/23(9) 9 Mos. 6/30/23(9) 6 Mos. 3/31/23(9) 3 Mos. 12/31/22(9) 12 Mos. 9/30/22 Net income, as reported(1) $ 18,176 $ 10,389 $ 12,322 $ 5,619 $ 6,128 $ 2,648 $ 25,848 Interest expense (income), net 1,653 896 3,795 2,757 1,432 600 1,495 Income tax expense (benefit) 5,927 3,160 5,765 3,224 3,288 1,525 (5,407) Depreciation and amortization 14,186 6,984 25,215 18,649 11,994 5,248 16,883 EBITDA $ 39,942 $ 21,429 $ 47,097 $ 30,249 $ 22,842 $ 10,021 $ 38,820 Stock-based compensation expense(2) 3,835 1,482 3,848 3,815 3,282 1,169 4,337 Acquisition-related costs(3) — — 2,374 2,318 2,097 775 4,239 Integration-related costs for completed acquisitions(4) 3,271 1,574 8,585 6,385 3,435 1,484 1,691 One-time costs associated with new campus openings(5) — — 2,341 2,309 1,974 990 9,177 Restructuring costs(6) 88 43 — — — — — Intangible asset impairment(7) — — — — — — 2,000 Facility lease accounting adjustments(8) — — — — — — (64) Adjusted EBITDA, non-GAAP $ 47,136 $ 24,528 $ 64,245 $ 45,076 $ 33,630 $ 14,439 $ 60,200 PAGE 18 1. Net income for the twelve months ended September 30, 2022 includes an income tax benefit from the reversal of a majority of our valuation allowance. 2. Starting in fiscal 2023, stock-based compensation expense is included in Adjusted EBITDA. All prior periods have been restated for comparability. 3. Costs related to both announced and potential acquisition targets. 4. 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. 5. The Austin, TX and Miramar, FL campuses opened during FY2022. The adjustment reflects one-time opening costs incurred for both campuses.. 6. On December 5, 2023, UTI announced plans to consolidate the two Houston, Texas campus locations to better align with our business strategy. 7. During the fourth quarter of 2022, we completed a branding study and determined that the carrying value of the MIAT trademarks and trade name exceeded its fair value and recorded an intangible asset impairment charge of $2.0 million during the year ended September 30, 2022. 8. Lease accounting adjustments from our campus optimization efforts. These are primarily non-cash except for a lease termination payment related to our Orlando campus. 9. The acquisition of Concorde closed on December 1, 2022 impacting comparability for the remaining periods within fiscal 2023.
Adjusted EBITDA Reconciliation By Segment ($ in thousands) QUARTER-TO-DATE 3 Mos. 3/31/24 3 Mos. 3/31/24 3 Mos. 3/31/24 3 Mos. 3/31/23 3 Mos. 3/31/23 3 Mos. 3/31/23 UTI Concorde Corporate UTI Concorde Corporate Net income (loss), as reported $ 16,616 $ 3,320 $ (12,149) $ 8,821 $ 6,237 $ (11,578) Interest expense (income), net 1,471 (74) (640) 975 (49) (94) Income tax expense (benefit) — — 2,767 — — 1,763 Depreciation and amortization 5,684 1,217 301 5,094 1,649 3 EBITDA $ 23,771 $ 4,463 $ (9,721) $ 14,890 $ 7,837 $ (9,906) Stock-based compensation expense(1) 313 68 1,972 644 — 1,469 Acquisition-related costs(2) — — — — — 1,322 Integration-related costs for completed acquisitions(3) 226 884 586 864 544 543 One-time costs associated with new campus openings(4) — — — 984 — — Restructuring costs(5) 45 — — — — — Adjusted EBITDA, non-GAAP $ 24,355 $ 5,415 $ (7,163) $ 17,382 $ 8,381 $ (6,572) PAGE 19 1. Starting in FY2023, stock-based compensation expense is included in Adjusted EBITDA. All prior periods have been restated for comparability. 2. Costs related to both announced and potential acquisition targets 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. The Austin, TX and Miramar, FL campuses opened during FY2022. The adjustment reflects one-time opening costs incurred for both campuses.. 5. On December 5, 2023, UTI announced plans to consolidate the two Houston, Texas campus locations to better align with our business strategy.
Adjusted EBITDA Reconciliation By Segment ($ in thousands) YEAR-TO-DATE 6 Mos. 3/31/24 6 Mos. 3/31/24 6 Mos. 3/31/24 6 Mos. 3/31/23 6 Mos. 3/31/23(1) 6 Mos. 3/31/23 UTI Concorde Corporate UTI Concorde Corporate Net income (loss), as reported $ 30,213 $ 10,493 $ (22,530) $ 21,553 $ 5,503 $ (20,928) Interest expense (income), net 2,977 (119) (1,205) 1,853 (41) (380) Income tax expense (benefit) — — 5,927 — — 3,288 Depreciation and amortization 11,178 2,371 637 9,869 2,106 19 EBITDA $ 44,368 $ 12,745 $ (17,171) $ 33,275 $ 7,568 $ (18,001) Stock-based compensation expense(2) 783 77 2,975 896 — 2,386 Acquisition-related costs(3) — — — — — 2,097 Integration-related costs for completed acquisitions(4) 726 1,347 1,198 1,417 749 1,269 One-time costs associated with new campus openings(5) — — — 1,974 — — Restructuring costs(6) 88 — — — — — Adjusted EBITDA, non-GAAP $ 45,965 $ 14,169 $ (12,998) $ 37,562 $ 8,317 $ (12,249) PAGE 20 1. The acquisition of Concorde closed on December 1, 2022. As such, the six months ended March 31, 2023 only includes four months of Concorde activity. 2. Starting in FY2023, stock-based compensation expense is included in Adjusted EBITDA. All prior periods have been restated for comparability. 3. Costs related to both announced and potential acquisition targets 4. 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. 5. The Austin, TX and Miramar, FL campuses opened during FY2022. The adjustment reflects one-time opening costs incurred for both campuses.. 6. On December 5, 2023, UTI announced plans to consolidate the two Houston, Texas campus locations to better align with our business strategy.
Consolidated Adjusted Free Cash Flow ($ in thousands) 6 Mos. 3/31/24(4) 6 Mos. 3/31/23(5) Cash flow provided by operating activities, as reported $8,345 $(4,315) Purchase of property and equipment (9,759) (38,641) Free cash flow, non-GAAP (1,414) (42,956) Adjustments: Cash outflow to purchase the Orlando, Florida campus — 26,156 Cash outflow for acquisition-related costs(1) — 1,367 Cash outflow for integration-related costs for completed acquisitions(2) 2,622 3,176 Cash outflow for integration-related property and equipment(2) 2,331 2,990 Cash outflow for one-time costs associated with new campus openings(3) — 1,974 Cash outflow for property and equipment associated with new campus openings(3) — 5,281 Cash outflow for restructuring costs and property and equipment(4) 164 — Adjusted free cash flow, non-GAAP $3,703 $(2,012) 1. Costs related to both announced and potential acquisition targets. 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. 3. The Austin, TX and Miramar, FL campuses opened during FY2022 The adjustment reflects one-time opening costs incurred for both campuses . 4. On December 5, 2023, UTI announced plans to consolidate the two Houston, Texas campus locations to better align with our business strategy. 5. The acquisition of Concorde closed on December 1, 2022. As such, the six months ended March 31, 2023 only includes four months of Concorde activity. PAGE 21
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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