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__________________________________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to ______
Commission File Number: 1-31923
UNIVERSAL TECHNICAL INSTITUTE, INC.
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | |
Delaware | | 86-0226984 |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
4225 East Windrose Drive, Suite 200
Phoenix, Arizona 85032
(Address of principal executive offices, including zip code)
(623) 445-9500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of each class | Trading Symbol | Name of each exchange on which registered |
Common Stock, $0.0001 par value | UTI | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. | | | | | |
Large accelerated filer ¨ | Accelerated filer þ |
Non-accelerated filer ¨ | Smaller reporting company ☐ |
| 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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
At August 1, 2024, there were 53,811,817 shares outstanding of the registrant's common stock.
UNIVERSAL TECHNICAL INSTITUTE, INC.
INDEX TO FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2024
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q and the documents incorporated by reference herein contain 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 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and Section 27A of the Securities Act of 1933, as amended (“Securities Act”), which include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. From time to time, we also provide forward-looking statements in other materials we release to the public as well as verbal forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions (including the negative form of such expressions) intended to identify forward-looking statements, although not all forward looking statements contain these identifying words. Forward-looking statements are based on our current expectations and assumptions, do not strictly relate to historical or current facts, any of which may not prove to be accurate. Many factors could cause actual results to differ materially and adversely from these forward-looking statements. Important factors that could cause actual results to differ from those in our forward-looking statements include, without limitation:
•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
•risks related to other factors discussed in our 2023 Annual Report on Form 10-K filed with the SEC on December 1, 2023 (the “2023 Annual Report on Form 10-K”).
The factors above are not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. We cannot guarantee that any forward-looking statement will be realized. Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions. Many events beyond our control may determine whether results we anticipate will be achieved. Should known or unknown risks or uncertainties materialize, or should
underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected. Among the factors that could cause actual results to differ materially are the factors discussed under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should bear this in mind as you consider forward-looking statements.
Also, these forward-looking statements represent our estimates and assumptions only as of the date of the document containing the applicable statement. Except as required by law, we undertake no obligation to update or revise forward looking statements, whether as a result of new information, future events or otherwise. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. We qualify all of the forward-looking statements in this Quarterly Report on Form 10-Q, including the documents that we incorporate by reference herein, by these cautionary statements. You are advised, however, to consult any further disclosures we make on related subjects in our reports and filings with the Securities and Exchange Commission (“SEC”).
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value and per share amounts)
(Unaudited)
| | | | | | | | | | | | | | |
| | June 30, 2024 | | September 30, 2023 |
Assets | | | | |
Cash and cash equivalents | | $ | 115,505 | | | $ | 151,547 | |
Restricted cash | | 3,611 | | | 5,377 | |
| | | | |
Receivables, net | | 30,024 | | | 25,161 | |
Notes receivable, current portion | | 6,194 | | | 5,991 | |
Prepaid expenses | | 13,650 | | | 9,412 | |
Other current assets | | 7,581 | | | 7,497 | |
Total current assets | | 176,565 | | | 204,985 | |
Property and equipment, net | | 263,252 | | | 266,346 | |
Goodwill | | 28,459 | | | 28,459 | |
Intangible assets, net | | 18,453 | | | 18,975 | |
Notes receivable, less current portion | | 35,164 | | | 30,672 | |
Right-of-use assets for operating leases | | 164,170 | | | 176,657 | |
Deferred tax asset, net | | 6,577 | | | 3,768 | |
Other assets | | 13,401 | | | 10,823 | |
Total assets | | $ | 706,041 | | | $ | 740,685 | |
Liabilities and Shareholders’ Equity | | | | |
Accounts payable and accrued expenses | | $ | 79,846 | | | $ | 69,941 | |
| | | | |
Deferred revenue | | 65,977 | | | 85,738 | |
Operating lease liability, current portion | | 22,275 | | | 22,481 | |
Long-term debt, current portion | | 2,656 | | | 2,517 | |
Other current liabilities | | 3,007 | | | 4,023 | |
Total current liabilities | | 173,761 | | | 184,700 | |
Deferred tax liabilities, net | | 663 | | | 663 | |
Operating lease liability | | 153,267 | | | 165,026 | |
Long-term debt | | 134,671 | | | 159,600 | |
Other liabilities | | 4,296 | | | 4,729 | |
Total liabilities | | 466,658 | | | 514,718 | |
Commitments and contingencies (Note 16) | | | | |
Shareholders’ equity: | | | | |
Common stock, $0.0001 par value, 100,000 shares authorized, 53,894 and 34,157 shares issued, 53,812 and 34,075 shares outstanding. | | 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 | | 218,150 | | | 151,439 | |
Paid-in capital - preferred | | — | | | 66,481 | |
Treasury stock, at cost, 82 shares | | (365) | | | (365) | |
Retained earnings | | 19,669 | | | 5,946 | |
Accumulated other comprehensive income | | 1,924 | | | 2,463 | |
Total shareholders’ equity | | 239,383 | | | 225,967 | |
Total liabilities and shareholders’ equity | | $ | 706,041 | | | $ | 740,685 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| June 30, | | June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Revenues | $ | 177,458 | | | $ | 153,286 | | | $ | 536,329 | | | $ | 437,110 | |
Operating expenses: | | | | | | | |
Educational services and facilities | 95,277 | | | 88,377 | | | 285,174 | | | 236,715 | |
Selling, general and administrative | 74,735 | | | 64,246 | | | 218,286 | | | 189,335 | |
Total operating expenses | 170,012 | | | 152,623 | | | 503,460 | | | 426,050 | |
Income from operations | 7,446 | | | 663 | | | 32,869 | | | 11,060 | |
Other (expense) income: | | | | | | | |
Interest income | 1,440 | | | 1,632 | | | 4,842 | | | 4,260 | |
Interest expense | (2,149) | | | (2,957) | | | (7,204) | | | (7,017) | |
| | | | | | | |
Other income (expense), net | 20 | | | 89 | | | 353 | | | 540 | |
Total other expense, net | (689) | | | (1,236) | | | (2,009) | | | (2,217) | |
Income (loss) before income taxes | 6,757 | | | (573) | | | 30,860 | | | 8,843 | |
Income tax (expense) benefit (Note 14) | (1,772) | | | 64 | | | (7,699) | | | (3,224) | |
Net income (loss) | $ | 4,985 | | | $ | (509) | | | $ | 23,161 | | | $ | 5,619 | |
Preferred stock dividends | — | | | (1,263) | | | (1,097) | | | (3,791) | |
Income (loss) available for distribution | $ | 4,985 | | | $ | (1,772) | | | $ | 22,064 | | | $ | 1,828 | |
Income allocated to participating securities | — | | | — | | | (2,855) | | | (684) | |
Net income (loss) available to common shareholders | $ | 4,985 | | | $ | (1,772) | | | $ | 19,209 | | | $ | 1,144 | |
| | | | | | | |
Earnings per share (Note 18): | | | | | | | |
Net income (loss) per share - basic | $ | 0.09 | | | $ | (0.05) | | | $ | 0.40 | | | $ | 0.03 | |
Net income (loss) per share - diluted | $ | 0.09 | | | $ | (0.05) | | | $ | 0.39 | | | $ | 0.03 | |
| | | | | | | |
Weighted average number of shares outstanding (Note 18): |
Basic | 53,805 | | | 34,067 | | | 47,956 | | | 33,956 | |
Diluted | 54,951 | | | 34,067 | | | 49,041 | | | 34,402 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| June 30, | | June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Net income (loss) | $ | 4,985 | | | $ | (509) | | | $ | 23,161 | | | $ | 5,619 | |
Other comprehensive income (loss): | | | | | | | |
Unrealized (loss) gain on interest rate swaps, net of taxes | (6) | | | 513 | | | (539) | | | (151) | |
Comprehensive income | $ | 4,979 | | | $ | 4 | | | $ | 22,622 | | | $ | 5,468 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands) (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | Preferred Stock | | Paid-in Capital - Common | | Paid-in Capital - Preferred | | Treasury Stock | | Retained Earnings | | Accumulated Other Comprehensive Income | | Total Shareholders’ Equity |
| | Shares | | Amount | | Shares | | Amount | | | Shares | | Amount | |
Balance as of September 30, 2023 | | 34,157 | | | $ | 3 | | | 676 | | | $ | — | | | $ | 151,439 | | | $ | 66,481 | | | (82) | | | $ | (365) | | | $ | 5,946 | | | $ | 2,463 | | | $ | 225,967 | |
Net income | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 10,389 | | | — | | | 10,389 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Issuance of common stock under stock-based compensation plans | | 538 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Shares withheld for payroll taxes | | (178) | | | — | | | — | | | — | | | (2,054) | | | — | | | — | | | — | | | — | | | — | | | (2,054) | |
| | | | | | | | | | | | | | | | | | | | | | |
Stock-based compensation | | — | | | — | | | — | | | — | | | 1,482 | | | — | | | — | | | — | | | — | | | — | | | 1,482 | |
Preferred stock dividends | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,097) | | | — | | | (1,097) | |
Preferred share repurchase | | — | | | — | | | (33) | | | — | | | — | | | (3,275) | | | — | | | — | | | (8,341) | | | — | | | (11,616) | |
Preferred stock conversion | | 19,297 | | | 2 | | | (643) | | | — | | | 63,204 | | | (63,206) | | | — | | | — | | | — | | | — | | | — | |
Unrealized loss on interest rate swaps, net of taxes | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (886) | | | (886) | |
Balance as of December 31, 2023 | | 53,814 | | | $ | 5 | | | — | | | $ | — | | | $ | 214,071 | | | $ | — | | | (82) | | | $ | (365) | | | $ | 6,897 | | | $ | 1,577 | | | $ | 222,185 | |
Net income | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 7,787 | | | — | | | 7,787 | |
Issuance of common stock under stock-based compensation plans | | 74 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Shares withheld for payroll taxes | | (4) | | | — | | | — | | | — | | | (65) | | | — | | | — | | | — | | | — | | | — | | | (65) | |
| | | | | | | | | | | | | | | | | | | | | | |
Stock-based compensation | | — | | | — | | | — | | | — | | | 2,353 | | | — | | | — | | | — | | | — | | | — | | | 2,353 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Unrealized gain on interest rate swaps, net of taxes | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 353 | | | 353 | |
Balance as of March 31, 2024 | | 53,884 | | | $ | 5 | | | — | | | $ | — | | | $ | 216,359 | | | $ | — | | | (82) | | | $ | (365) | | | $ | 14,684 | | | $ | 1,930 | | | $ | 232,613 | |
Net income | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,985 | | | — | | | 4,985 | |
Issuance of common stock under employee plans | | 15 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Shares withheld for payroll taxes | | (5) | | | — | | | — | | | — | | | (72) | | | — | | | — | | | — | | | — | | | — | | | (72) | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Stock-based compensation | | — | | | — | | | — | | | — | | | 1,863 | | | — | | | — | | | — | | | — | | | — | | | 1,863 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Unrealized loss on interest rate swap, net of taxes | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (6) | | | (6) | |
Balance as of June 30, 2024 | | 53,894 | | | $ | 5 | | | — | | | $ | — | | | $ | 218,150 | | | $ | — | | | (82) | | | $ | (365) | | | $ | 19,669 | | | $ | 1,924 | | | $ | 239,383 | |
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (CONTINUED)
(In thousands) (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | Preferred Stock | | Paid-in Capital - Common | | Paid-in Capital - Preferred | | Treasury Stock | | Retained (Deficit) Earnings | | Accumulated Other Comprehensive Income | | Total Shareholders’ Equity |
| | Shares | | Amount | | Shares | | Amount | | | Shares | | Amount | |
Balance as of September 30, 2022 | | 33,857 | | | $ | 3 | | | 676 | | | $ | — | | | $ | 148,372 | | | $ | 66,481 | | | (82) | | | $ | (365) | | | $ | (1,307) | | | $ | 2,213 | | | $ | 215,397 | |
Net income | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 2,648 | | | — | | | 2,648 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Issuance of common stock under stock-based compensation plans | | 223 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Shares withheld for payroll taxes | | (73) | | | — | | | — | | | — | | | (525) | | | — | | | — | | | — | | | — | | | — | | | (525) | |
| | | | | | | | | | | | | | | | | | | | | | |
Stock-based compensation | | — | | | — | | | — | | | — | | | 1,169 | | | — | | | — | | | — | | | — | | | — | | | 1,169 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Preferred stock dividends | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,277) | | | — | | | (1,277) | |
Unrealized loss on interest rate swap, net of taxes | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (126) | | | (126) | |
Balance as of December 31, 2022 | | 34,007 | | | $ | 3 | | | 676 | | | $ | — | | | $ | 149,016 | | | $ | 66,481 | | | (82) | | | $ | (365) | | | $ | 64 | | | $ | 2,087 | | | $ | 217,286 | |
Net Income | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,480 | | | — | | | 3,480 | |
Issuance of common stock under stock-based compensation plans | | 175 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Shares withheld for payroll taxes | | (33) | | | — | | | — | | | — | | | (223) | | | — | | | — | | | — | | | — | | | — | | | (223) | |
| | | | | | | | | | | | | | | | | | | | | | |
Stock-based compensation | | — | | | — | | | — | | | — | | | 2,113 | | | — | | | — | | | — | | | — | | | — | | | 2,113 | |
| | | | | | | | | | | | | | | | | | | | | | |
Preferred stock dividends | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,251) | | | — | | | (1,251) | |
Unrealized loss on interest rate swap, net of taxes | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (538) | | | (538) | |
Balance as of March 31, 2023 | | 34,149 | | | $ | 3 | | | 676 | | | $ | — | | | $ | 150,906 | | | $ | 66,481 | | | (82) | | | $ | (365) | | | $ | 2,293 | | | $ | 1,549 | | | $ | 220,867 | |
Net loss | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (509) | | | — | | | (509) | |
Issuance of common stock under employee plans | | 4 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Shares withheld for payroll taxes | | (2) | | | — | | | — | | | — | | | (13) | | | — | | | — | | | — | | | — | | | — | | | (13) | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Stock-based compensation | | — | | | — | | | — | | | — | | | 533 | | | — | | | — | | | — | | | — | | | — | | | 533 | |
| | | | | | | | | | | | | | | | | | | | | | |
Preferred stock dividends | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,263) | | | — | | | (1,263) | |
Unrealized gain on interest rate swap, net of taxes | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 513 | | | 513 | |
Balance as of June 30, 2023 | | 34,151 | | | $ | 3 | | | 676 | | | $ | — | | | $ | 151,426 | | | $ | 66,481 | | | (82) | | | $ | (365) | | | $ | 521 | | | $ | 2,062 | | | $ | 220,128 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
| | | | | | | | | | | |
| Nine Months Ended June 30, |
| 2024 | | 2023 |
Cash flows from operating activities: | | | |
Net income | $ | 23,161 | | | $ | 5,619 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | |
Depreciation and amortization | 21,562 | | | 18,649 | |
| | | |
Amortization of right-of-use assets for operating leases | 16,468 | | | 15,439 | |
| | | |
| | | |
Bad debt expense | 5,066 | | | 1,447 | |
Stock-based compensation | 5,698 | | | 3,815 | |
Deferred income taxes | (2,336) | | | 2,594 | |
| | | |
| | | |
Training equipment credits earned, net | 1,309 | | | 1,299 | |
Unrealized loss on interest rate swap | (539) | | | (151) | |
Other losses (gains), net | 137 | | | (197) | |
Changes in assets and liabilities: | | | |
Receivables | (9,736) | | | (2,869) | |
Prepaid expenses | (7,316) | | | (3,293) | |
Other assets | (2,380) | | | 623 | |
Notes receivable | (4,695) | | | (22) | |
Accounts payable, accrued expenses and other current liabilities | 8,560 | | | (13,949) | |
Deferred revenue | (19,761) | | | (16,884) | |
| | | |
| | | |
Operating lease liability | (15,946) | | | (16,094) | |
Other liabilities | (891) | | | (759) | |
Net cash provided by (used in) operating activities | 18,361 | | | (4,733) | |
Cash flows from investing activities: | | | |
Cash paid for acquisition, net of cash acquired | — | | | (16,381) | |
Purchase of property and equipment | (16,769) | | | (48,847) | |
| | | |
Proceeds from maturities of held-to-maturity securities | — | | | 29,000 | |
Proceeds from insurance policy | 261 | | | — | |
Net cash used in investing activities | (16,508) | | | (36,228) | |
Cash flows from financing activities: | | | |
Proceeds from revolving credit facility | 36,000 | | | 90,000 | |
Payments on revolving credit facility | (59,000) | | | — | |
Debt issuance costs for long-term debt | — | | | (484) | |
Payments on term loans and finance leases | (1,870) | | | (1,179) | |
| | | |
Payment of preferred stock cash dividend | (1,097) | | | (2,528) | |
Preferred share repurchase | (11,503) | | | — | |
Payment of payroll taxes on stock-based compensation through shares withheld | (2,191) | | | (761) | |
| | | |
Net cash (used in) provided by financing activities | (39,661) | | | 85,048 | |
Change in cash, cash equivalents and restricted cash | (37,808) | | | 44,087 | |
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 | 115,505 | | | 110,511 | |
Restricted cash, end of period | 3,611 | | | 3,572 | |
Cash, cash equivalents and restricted cash, end of period | $ | 119,116 | | | $ | 114,083 | |
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(In thousands)
(Unaudited)
| | | | | | | | | | | |
| Nine Months Ended June 30, |
| 2024 | | 2023 |
Supplemental disclosure of cash flow information: | | | |
Income taxes paid, net of refunds | $ | 9,968 | | | $ | 967 | |
Interest paid | 8,052 | | | 6,442 | |
| | | |
Supplemental schedule of noncash investing and financing activities: | | | |
Training equipment obtained in exchange for services | $ | 702 | | | $ | 500 | |
Depreciation of training equipment obtained in exchange for services | 412 | | | 558 | |
Change in accrued capital expenditures during the period | (1,263) | | | 1,836 | |
Preferred dividends payable | — | | | 1,263 | |
Conversion of Series A Preferred Stock | 63,206 | | | — | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
Note 1 - Nature of the Business
Universal Technical Institute, Inc., which together with its subsidiaries is referred to as the “Company,” “we,” “us” or “our,” 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. We offer the majority of our programs in a blended learning model that combines instructor-facilitated online teaching and demonstrations with hands-on labs. We have two reportable segments as follows:
Universal Technical Institute (“UTI”): UTI operates 16 campuses located in nine states and offers a wide range of degree and non-degree transportation and skilled trades technical training programs under brands such as Universal Technical Institute, Motorcycle Mechanics Institute and Marine Mechanics Institute (“MMI”), NASCAR Technical Institute, and MIAT College of Technology (“MIAT”). UTI also offers manufacturer specific advanced training programs, which include student-paid electives, at our campuses and manufacturer or dealer sponsored training at certain campuses and dedicated training centers. Lastly, UTI provides dealer technician training or instructor staffing services to manufacturers. UTI works closely with multiple original equipment manufacturers and industry brand partners to understand their needs for qualified service professionals.
Concorde Career Colleges (“Concorde”): Concorde operates across 17 campuses in eight states and online, offering degree, non-degree, and continuing education programs in the allied health, dental, nursing, patient care and diagnostic fields. The Company has designated campuses that offer degree granting programs as “Concorde Career College” where allowed by state regulation. The remaining campuses are designated as “Concorde Career Institute.” Concorde believes in preparing students for their healthcare careers with practical, hands-on experiences including opportunities to learn while providing care to real patients. Prior to graduation, students will complete a number of hours in a clinical setting or externship, depending upon their program of study. We acquired Concorde on December 1, 2022. See Note 4 on “Concorde Acquisition” for additional information.
“Corporate” includes corporate related expenses that are not allocated to the UTI or Concorde reportable segments. Additional information about our reportable segments is presented in Note 19.
Our primary source of revenues is currently tuition and fees paid by students. To pay for a substantial portion of their tuition, the majority of students rely on funds received from federal financial aid programs under Title IV Programs of the Higher Education Act of 1965, as amended (“HEA”), as well as from various veterans’ benefits programs. For further discussion, see Note 2 on “Summary of Significant Accounting Policies - Concentration of Risk” and Note 23 on “Government Regulation and Financial Aid” included in our 2023 Annual Report on Form 10-K.
Note 2 - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, our condensed consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements. Normal and recurring adjustments considered necessary for a fair statement of the results for the interim periods have been included. Operating results for the nine months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending September 30, 2024. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2023 Annual Report on Form 10-K. The unaudited condensed consolidated financial statements include the accounts of Universal Technical Institute, Inc. and our wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
Other than described below, there have been no material changes or developments in our significant accounting policies or evaluation of accounting estimates and underlying assumptions or methodologies from those disclosed in Note 2 of our 2023 Annual Report on Form 10-K.
Segment Recast
During fiscal 2023, in coordination with the integration of Concorde, we began to reassess our operating model to determine the optimal structure to achieve future growth goals and support the business. In furtherance of the foregoing, we executed an internal reorganization of our operations to fully transition our operating and reporting model to support a multi-divisional business. Each of the reportable segments now has dedicated accounting, finance, information technology, and human resources teams. Additionally, certain human resources and information technology costs that benefit the entire organization are now allocated across the UTI, Concorde and Corporate segments each period based upon relative headcount. As a result, additional costs have moved from the Corporate segment into the UTI segment and to a lesser extent the Concorde segment, as resources were redirected to support each segment’s objectives. Due to these changes in allocation methodology, the segment disclosures in Note 19 for the three and nine months ended June 30, 2023 have been recast from the prior year presentation for comparability to the current year presentation.
Note 3 - Recent Accounting Pronouncements
The Financial Accounting Standards Board (“FASB”) and the SEC periodically issue new accounting standards or disclosure requirements in a continuing effort to improve standards of financial accounting and reporting. We have reviewed the recently issued pronouncements and concluded the following new accounting standard updates (“ASU”) or SEC rules apply to us.
Effective in Fiscal 2025
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provides updates to qualitative and quantitative reportable segment disclosure requirements, including enhanced disclosures about significant segment expenses and increased interim disclosure requirements, among others. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and the amendments should be applied retrospectively. This ASU will be effective for our Form 10-K for fiscal 2025 and our Form 10-Q for the first quarter of fiscal 2026. We are currently evaluating the impact this ASU may have on our financial statement disclosures.
Effective in Fiscal 2026
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied prospectively; however, retrospective application is also permitted. This ASU will be effective for our Form 10-K for fiscal 2026. We are currently evaluating the impact this ASU may have on our financial statement disclosures.
Effective in Fiscal 2027
In March 2024, the SEC issued final rules to enhance public company disclosures related to the risks and impacts of climate-related matters. In April 2024, the SEC voluntarily stayed the new rules as a result of pending legal challenges. The new rules, if adopted, include requirements to disclose Scope 1 and Scope 2 greenhouse gas emissions and other climate-related topics in annual reports and registration statements, when material. Disclosure requirements will begin phasing in for our Form 10-K for fiscal 2027. We are currently evaluating the impact this rule may have on our financial statement disclosures.
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
Note 4 - Concorde Acquisition
On December 1, 2022, we completed the acquisition of Concorde. Concorde operates 17 campuses across eight states with approximately 7,600 students, and offers its programs via in-person, hybrid and online formats. Concorde offers more than 20 programs across the allied health, dental, nursing, patient care, and diagnostic fields. The acquisition expands our portfolio of offerings into the higher-growth healthcare arena and creates the opportunity to bring workforce educational solutions to a broader array of students and employers.
Under the terms of the Stock Purchase Agreement (the “Purchase Agreement”), dated May 3, 2022, by and among the Company, Concorde, Liberty Partners Holdings 28, L.L.C., a Delaware limited liability company, and Liberty Investment IIC, LLC, a Delaware limited liability company (each a “Seller,” and collectively, the “Sellers”); and Liberty Partners L.P., a Delaware limited partnership, in its capacity as a representative of the Sellers, we acquired all of the issued and outstanding shares of capital stock of Concorde for a base purchase price of $50.0 million, less $1.9 million of net adjustments including the post-closing working capital adjustment, for total cash consideration paid of $48.1 million. As a result of the transactions contemplated by the Purchase Agreement, Concorde is now a wholly-owned subsidiary of the Company. We funded the consideration paid for Concorde by the Credit Facility entered into on November 18, 2022. See Note 12 for further details on the Credit Facility.
In connection with the acquisition, we incurred total transaction costs of $5.3 million, of which $3.0 million was incurred during the year ended September 30, 2022 and $2.3 million was incurred during the year ended September 30, 2023. These costs are included in “Selling, general and administrative” expenses in the condensed consolidated statements of operations for the applicable period.
Allocation of the purchase price
Under the acquisition method of accounting, the total purchase price was allocated to the identifiable assets acquired and the liabilities assumed based on our valuation estimates of the fair values as of the acquisition date. As of December 1, 2023, the fair value and purchase price allocation are considered final.
The final allocation of the purchase price at December 1, 2022 is summarized as follows:
| | | | | | | | |
Assets acquired: | | |
Cash and cash equivalents | | $ | 30,064 | |
Restricted cash | | 1,689 | |
Accounts receivable, net | | 6,800 | |
| | |
Prepaid expenses | | 2,957 | |
Other current assets | | 827 | |
Property and equipment | | 23,238 | |
Right-of-use assets for operating leases | | 71,153 | |
Goodwill | | 11,600 | |
Intangible assets | | 5,400 | |
Deferred tax assets | | 5,112 | |
Other assets | | 4,997 | |
Total assets acquired | | $ | 163,837 | |
| | |
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
| | | | | | | | |
Less: Liabilities assumed | | |
Accounts payable and accrued expenses | | $ | 15,482 | |
Deferred revenue | | 20,145 | |
Operating lease liability, current portion | | 10,011 | |
Long-term debt, current portion (1) | | 807 | |
Other current liabilities | | 208 | |
| | |
Long-term debt (1) | | 5,468 | |
Operating lease liability | | 63,582 | |
| | |
Total liabilities assumed | | 115,703 | |
Net assets acquired | | $ | 48,134 | |
(1) Long-term debt consists of one lease classified as a finance lease under ASC 842.
Since September 30, 2023, we further adjusted the purchase price allocation by approximately $0.1 million for income taxes receivable and approximately $0.6 million for deferred income taxes due to completing and filing the final stub period income tax return for Concorde, which resulted in a $0.7 million adjustment to property and equipment. These adjustments did not have a material impact on the financial statements since the date of acquisition.
The amount allocated to goodwill of $11.6 million represents the acquired assembled workforce. None of the goodwill is expected to be deductible for tax purposes. Factors that contributed to a purchase price resulting in the recognition of goodwill include Concorde’s strategic fit into our growth and diversification strategy, which is focused on offering a broader array of high-quality, in-demand workforce education solutions which both prepare students for a variety of careers in fast-growing fields and help close the country's skills gap by leveraging key industry partnerships.
The purchase price allocation requires subjective estimates that, if incorrectly estimated, could be material to our condensed consolidated financial statements including the amount of depreciation and amortization expense. The fair value of the property and equipment was estimated using the cost and market approaches as of the valuation date. The fair value of the leases were estimated using the income and market approaches to determine if there was any favorable or unfavorable terms in place.
The intangible assets acquired, which primarily consist of the accreditations and regulatory approvals, trademarks and trade names, and curriculum, were valued using different valuation techniques depending upon the nature of the intangible asset acquired, all of which are considered level 3 as defined in Note 6. The accreditations and regulatory approvals were valued using the multi-period excess earnings method (“MPEEM”) under the income approach. The MPEEM is a variation of discounted cash-flow analysis. Rather than focusing on the whole entity, the MPEEM isolates the cash flows that can be associated with a single intangible asset and measures fair value by discounting them to present value. The trademarks and trade names were valued using the relief from royalty method. The value of the trade name encompasses all items necessary to generate revenue utilizing the trade name. The curriculum was valued using the cost approach.
The table below presents the final summary of the intangible assets acquired and the useful lives of these assets:
| | | | | | | | | | | | | | |
Intangible Asset | | Useful life | | Amount |
Accreditations and regulatory approvals | | Indefinite | | $ | 3,500 | |
Trademarks and trade names | | 10 years | | 500 | |
Curriculum | | 5 years | | 1,400 | |
Total | | | | $ | 5,400 | |
See Note 8 and Note 9 and for additional details on goodwill and intangible assets.
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
Student receivables
When financial assets are acquired in connection with a business combination, we evaluate whether those acquired financial assets have experienced a more-than-insignificant deterioration in credit quality since origination. Financial assets acquired with evidence of such credit deterioration are referred to as purchased credit deteriorated (“PCD”) assets and reflect the acquirer’s assessment at the acquisition date. The student receivables acquired in the Concorde acquisition were reviewed to determine if any had experienced a more-than-insignificant deterioration in credit quality since origination. Student receivables of approximately $2.3 million met the established criteria to indicate a more-than insignificant deterioration in credit quality and were identified as PCD assets. Using our best estimate of projected losses over the term of the contracts, we calculated an allowance for credit losses on these PCD assets of approximately $1.0 million.
Pro forma financial information
The following unaudited pro forma financial information summarizes our results of operations as though the acquisition occurred on October 1, 2022: | | | | | | | | | | |
| | Nine Months Ended | | |
| | June 30, 2023 | | |
Revenue | | $ | 473,131 | | | |
Net income | | 6,205 | | | |
The unaudited pro forma financial information includes adjustments to reflect the additional amortization that would have been charged assuming the fair value adjustments to intangible assets and the finance lease asset had been applied from October 1, 2022, with the related tax effects. The unaudited pro forma financial information also includes adjustments to reflect the additional interest expense on the new Credit Facility issued to fund the acquisition (see Note 12 for further details on the Credit Facility). Lastly, the unaudited pro forma financial information includes adjustments to reflect the reduction in depreciation expense assuming the fair value adjustments to property and equipment assets had been applied from October 1, 2022.
This unaudited pro forma financial information is for informational purposes only. It does not reflect the integration of the business or any synergies or incremental costs that may result from the acquisition. As such, it is not indicative of the results of operations that would have been achieved had the acquisition been consummated on October 1, 2022. In addition, the unaudited pro forma financial information amounts are not indicative of future operating results.
Note 5 - Revenue from Contracts with Customers
Nature of Goods and Services
Revenues across the UTI and Concorde segments consist primarily of student tuition and fees derived from the programs we provide after reductions are made for discounts and scholarships that we sponsor and for refunds for students who withdraw from our programs prior to specified dates. We apply the five-step model outlined in Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. Tuition and fee revenue is recognized ratably over the term of the course or program offered.
In addition to revenue from tuition and fees, UTI and Concorde derive supplemental revenues from sales of textbooks and program supplies and other revenues, which includes revenues from dealer technician training and staffing services to manufacturers. All of these revenues are recognized as the transfer of goods or services occurs. Deferred revenue represents the excess of tuition and fee payments received as compared to tuition and fees earned and is reflected as a current liability in our condensed consolidated balance sheets because it is expected to be earned within the next 12 months.
All of our revenues are generated within the United States. The impact of economic factors on the nature, amount, timing and uncertainty of revenue and cash flows is consistent across our various programs for both the UTI and Concorde segments. See Note 19 for disaggregated segment revenue information.
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
The following table provides information about receivables and deferred revenue resulting from our enrollment agreements with students: | | | | | | | | | | | | | | |
| | June 30, 2024 | | September 30, 2023 |
Receivables (1) | | $ | 71,851 | | | $ | 59,863 | |
Deferred revenue | | 65,977 | | | 85,738 | |
(1) Receivables includes tuition receivables, retail installment contract receivables and notes receivable, both current and long term.
During the nine months ended June 30, 2024, the deferred revenue balance included decreases for revenues recognized during the period and increases related to new students who started their training programs during the period.
Note 6 - Fair Value Measurements
The accounting framework for determining fair value includes a hierarchy for ranking the quality and reliability of the information used to measure fair value, which enables the reader of the financial statements to assess the inputs used to develop those measurements. The fair value hierarchy consists of three tiers:
Level 1: Defined as quoted market prices in active markets for identical assets or liabilities.
Level 2: Defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, model-based valuation techniques for which all significant assumptions are observable in the market or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3: Defined as unobservable inputs that are not corroborated by market data.
Any transfers of investments between levels occurs at the end of the reporting period. Assets measured or disclosed at fair value on a recurring basis consisted of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Fair Value Measurements Using |
| | June 30, 2024 | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
Money market funds(1) | | $ | 37,070 | | | $ | 37,070 | | | $ | — | | | $ | — | |
Notes receivable(2) | | 41,358 | | | — | | | — | | | 41,358 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Total assets at fair value on a recurring basis | | $ | 78,428 | | | $ | 37,070 | | | $ | — | | | $ | 41,358 | |
| | | | | | | | |
Revolving credit facility and term loans(3) | | 132,746 | | | — | | | 132,746 | | | — | |
Total liabilities at fair value on a recurring basis | | $ | 132,746 | | | $ | — | | | $ | 132,746 | | | $ | — | |
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Fair Value Measurements Using |
| | September 30, 2023 | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
Money market funds(1) | | $ | 29,687 | | | $ | 29,687 | | | $ | — | | | $ | — | |
Notes receivable(2) | | 36,663 | | | — | | | — | | | 36,663 | |
| | | | | | | | |
| | | | | | | | |
Total assets at fair value on a recurring basis | | $ | 66,350 | | | $ | 29,687 | | | $ | — | | | $ | 36,663 | |
| | | | | | | | |
Revolving credit facility and term loans(3) | | 156,991 | | | — | | | 156,991 | | | — | |
Total liabilities at fair value on a recurring basis | | $ | 156,991 | | | $ | — | | | $ | 156,991 | | | $ | — | |
(1) Money market funds and other highly liquid investments with maturity dates less than 90 days are reflected as “Cash and cash equivalents” in our condensed consolidated balance sheets as of June 30, 2024 and September 30, 2023.
(2) Notes receivable relate to UTI’s proprietary loan program and are reflected as “Notes receivable, current portion” and “Notes receivable, less current portion” in our condensed consolidated balance sheets as of June 30, 2024 and September 30, 2023.
(3) The Credit Facility and Term Loans bear interest at rates commensurate with market rates, and therefore, the respective carrying values approximate fair value (Level 2).
Note 7 - Property and Equipment, net
Property and equipment, net consisted of the following: | | | | | | | | | | | | | | |
| | | | June 30, 2024 | | September 30, 2023 |
Land | | | | $ | 25,601 | | | $ | 25,601 | |
Buildings and building improvements | | | | 164,490 | | | 160,920 | |
Leasehold improvements | | | | 90,102 | | | 87,525 | |
Training equipment | | | | 116,116 | | | 110,292 | |
Office and computer equipment | | | | 35,628 | | | 37,251 | |
Curriculum development | | | | 4,808 | | | 2,478 | |
Software developed for internal use | | | | 12,654 | | | 12,573 | |
Vehicles | | | | 1,432 | | | 1,406 | |
Right-of-use assets for finance leases | | | | 5,603 | | | 5,603 | |
Construction in progress | | | | 9,010 | | | 9,061 | |
| | | | 465,444 | | | 452,710 | |
Less: Accumulated depreciation and amortization | | | | (202,192) | | | (186,364) | |
Total | | | | $ | 263,252 | | | $ | 266,346 | |
Depreciation expense related to property and equipment was $7.2 million and $21.1 million for the three and nine months ended June 30, 2024, and $6.5 million and $18.2 million for the three and nine months ended June 30, 2023, respectively.
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
Note 8 - Goodwill
Our goodwill balance of $28.5 million as of June 30, 2024 and September 30, 2023, respectively, represents the acquired assembled workforce and the excess of the cost of an acquired business over the estimated fair values of the assets acquired and liabilities assumed.
The goodwill balance by reportable segment as of June 30, 2024 and September 30, 2023 was:
| | | | | | | | | | |
| | | | |
UTI | | $ | 16,859 | | | |
Concorde | | 11,600 | | | |
Total | | $ | 28,459 | | | |
Goodwill is reviewed at least annually for impairment, which may result from the deterioration in the operating performance of the acquired businesses, adverse market conditions, adverse changes in applicable laws or regulations and a variety of other circumstances. Our goodwill is tested annually for impairment as of August 1 and more frequently if events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. There were no indicators of goodwill impairment as of June 30, 2024.
Note 9 - Intangible Assets
The following table provides the gross carrying value, accumulated amortization, net book value and remaining useful life for those intangible assets that are subject to amortization as of June 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Gross Carrying Value | | Accumulated Amortization | | Net Book Value | | Weighted Average Remaining Useful Life (Years) |
Accreditations and regulatory approvals | | $ | 16,300 | | | $ | — | | | $ | 16,300 | | | Indefinite |
Trademarks, trade names and other | | 1,942 | | | (932) | | | 1,010 | | | 4.78 |
Curriculum | | 1,800 | | | (657) | | | 1,143 | | | 3.24 |
| | | | | | | | |
Total | | $ | 20,042 | | | $ | (1,589) | | | $ | 18,453 | | | 3.96 |
The following table provides the gross carrying value, accumulated amortization, net book value and remaining useful life for those intangible assets that are subject to amortization as of September 30, 2023: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Gross Carrying Value | | Accumulated Amortization | | Net Book Value | | Weighted Average Remaining Useful Life (Years) |
Accreditations and regulatory approvals | | $ | 16,300 | | | $ | — | | | $ | 16,300 | | | Indefinite |
Trademarks, trade names and other | | 1,942 | | | (680) | | | 1,262 | | | 5.17 |
Curriculum | | 1,800 | | | (387) | | | 1,413 | | | 3.98 |
| | | | | | | | |
Total | | $ | 20,042 | | | $ | (1,067) | | | $ | 18,975 | | | 4.54 |
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
Amortization expense was $0.2 million and $0.5 million for the three and nine months ended June 30, 2024, and $0.2 million and $0.5 million for the three and nine months ended June 30, 2023, respectively.
Future intangible asset amortization expense is expected to be as follows:
| | | | | | | | |
Fiscal Year | | |
Remainder of 2024 | | $ | 174 | |
2025 | | 677 | |
2026 | | 660 | |
2027 | | 337 | |
2028 | | 97 | |
Thereafter | | 208 | |
Total | | $ | 2,153 | |
The remaining weighted average useful lives shown are calculated based on the net book value and remaining amortization period of each respective intangible asset. Amortization is computed using the straight-line method based on estimated useful lives of the related assets. Our indefinite-lived intangible assets are reviewed at least annually for impairment as of August 1, or more frequently if there are indicators of impairment. There were no indicators of impairment for our indefinite-lived intangible assets as of June 30, 2024.
Note 10 - Leases
As of June 30, 2024, we have facility leases at 29 of our 33 campuses and three non-campus locations under non-cancelable operating or finance leases, some of which contain escalation clauses and requirements to pay other fees associated with the leases. The facility leases have original lease terms ranging from 5 to 20 years and expire at various dates through 2036. In addition, the leases commonly include lease incentives in the form of rent abatements and tenant improvement allowances. We sublease certain portions of unused building space to third parties, which as of June 30, 2024, resulted in minimal income. All leases, other than those that may qualify for the short-term scope exception of 12 months or less, are recorded on our condensed consolidated balance sheets.
Some of the facility leases are subject to annual changes in the Consumer Price Index (“CPI”). While lease liabilities are not remeasured as a result of changes to the CPI, changes to the CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred. Many of our lease agreements include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. There are no early termination penalties, residual value guarantees, restrictions or covenants imposed by our facility leases. The components of lease expense are included in “Educational services and facilities” and “Selling, general and administrative” on the condensed consolidated statement of operations, with the exception of interest on lease liabilities, which is included in “Interest expense.”
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
The components of lease expense during the three and nine months ended June 30, 2024 and 2023 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Nine Months Ended June 30, |
Lease Expense | | 2024 | | 2023 | | 2024 | | 2023 |
Operating lease expense(1) | | $ | 7,603 | | | $ | 7,765 | | | $ | 22,862 | | | $ | 21,742 | |
Finance lease expense: | | | | | | | | |
Amortization of leased assets | | 227 | | | 227 | | | 681 | | | 552 | |
Interest on lease liabilities | | 77 | | | 88 | | | 238 | | | 210 | |
Variable lease expense | | 2,776 | | | 2,186 | | | 7,613 | | | 6,443 | |
Sublease income | | (122) | | | (29) | | | (187) | | | (86) | |
Total net lease expense | | $ | 10,561 | | | $ | 10,237 | | | $ | 31,207 | | | $ | 28,861 | |
(1) Excludes the expense for short-term leases not accounted for under ASC 842, which was not significant for the three and nine months ended June 30, 2024 and 2023.
Supplemental balance sheet, cash flow and other information related to our leases was as follows (in thousands, except lease term and discount rate):
| | | | | | | | | | | | | | | | | | | | |
Leases | | Classification | | June 30, 2024 | | September 30, 2023 |
Assets: | | | | | | |
Operating lease assets | | Right-of-use assets for operating leases | | $ | 164,170 | | | $ | 176,657 | |
Finance lease assets | | Property and equipment, net(1) | | 4,164 | | | 4,846 | |
Total leased assets | | | | $ | 168,334 | | | $ | 181,503 | |
| | | | | | |
Liabilities: | | | | | | |
Current | | | | | | |
Operating lease liabilities | | Operating lease liability, current portion | | $ | 22,275 | | | $ | 22,481 | |
Finance lease liabilities | | Long-term debt, current portion(1) | | 911 | | | 844 | |
Non-current | | | | | | |
Operating lease liabilities | | Operating lease liability | | 153,267 | | | 165,026 | |
Finance lease liabilities | | Long-term debt | | 4,076 | | | 4,757 | |
Total lease liabilities | | | | $ | 180,529 | | | $ | 193,108 | |
(1) The finance lease assets and liabilities as of June 30, 2024 and September 30, 2023 consisted of one facility lease. Finance lease assets are recorded net of accumulated amortization of $1.4 million and $0.8 million as of June 30, 2024 and September 30, 2023, respectively.
| | | | | | | | | | | | | | |
Lease Term and Discount Rate | | June 30, 2024 | | September 30, 2023 |
Weighted-average remaining lease term (in years): | | | | |
Operating leases | | 7.24 | | 7.91 |
Finance lease | | 4.58 | | 5.33 |
| | | | |
Weighted average discount rate: | | | | |
Operating leases | | 4.87 | % | | 4.76 | % |
Finance lease | | 6.02 | % | | 6.02 | % |
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
| | | | | | | | | | | | | | |
| | Nine Months Ended June 30, |
Supplemental Disclosure of Cash Flow and Other Information | | 2024 | | 2023 |
Cash paid for amounts included in the measurement of lease liabilities: | | | | |
Operating cash flows from operating leases | | $ | 15,946 | | | $ | 16,094 | |
Financing cash flows from finance leases | | 625 | | | 499 | |
| | | | |
Non-cash activity related to lease liabilities: | | | | |
Lease assets obtained in exchange for new operating lease liabilities (1) | | $ | 3,981 | | | $ | 4,857 | |
| | | | |
(1) During the nine months ended June 30, 2024, Concorde renewed the campus lease for the San Antonio, Texas campus.
Maturities of lease liabilities were as follows: | | | | | | | | | | | | | | |
| | As of June 30, 2024 |
Years ending September 30, | | Operating Leases | | Finance Lease |
Remainder of 2024 | | $ | 6,462 | | | $ | 292 | |
2025 | | 30,168 | | | 1,190 | |
2026 | | 30,525 | | | 1,226 | |
2027 | | 28,882 | | | 1,263 | |
2028 | | 26,747 | | | 1,301 | |
2029 and thereafter | | 85,892 | | | 439 | |
Total lease payments | | 208,676 | | | 5,711 | |
Less: interest | | (33,134) | | | (724) | |
Present value of lease liabilities | | 175,542 | | | 4,987 | |
Less: current lease liabilities | | (22,275) | | | (911) | |
Long-term lease liabilities | | $ | 153,267 | | | $ | |