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Delaware
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86-0226984
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification No.)
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Page
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Number
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March 31, 2015
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September 30, 2014
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||||
Assets
|
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(In thousands)
|
||||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
16,367
|
|
|
$
|
38,985
|
|
Restricted cash
|
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8,199
|
|
|
6,544
|
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||
Investments, current portion
|
|
48,244
|
|
|
45,906
|
|
||
Receivables, net
|
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9,864
|
|
|
12,118
|
|
||
Deferred tax assets, net
|
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4,485
|
|
|
7,470
|
|
||
Prepaid expenses and other current assets
|
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17,521
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|
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16,509
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||
Total current assets
|
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104,680
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127,532
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||
Investments, less current portion
|
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10,006
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|
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11,257
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Property and equipment, net
|
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113,376
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|
106,927
|
|
||
Goodwill
|
|
20,579
|
|
|
20,579
|
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||
Deferred tax assets, net
|
|
12,694
|
|
|
11,923
|
|
||
Other assets
|
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10,533
|
|
|
9,851
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Total assets
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$
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271,868
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$
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288,069
|
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Liabilities and Shareholders’ Equity
|
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||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
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$
|
37,335
|
|
|
$
|
38,827
|
|
Deferred revenue
|
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40,680
|
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|
46,365
|
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||
Accrued tool sets
|
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3,810
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|
|
3,806
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|
||
Construction liability, current
|
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6,172
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1,252
|
|
||
Financing obligation, current
|
|
648
|
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5,234
|
|
||
Income tax payable
|
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—
|
|
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4,336
|
|
||
Other current liabilities
|
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2,362
|
|
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2,515
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||
Total current liabilities
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91,007
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102,335
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||
Deferred rent liability
|
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11,633
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10,323
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Financing obligation
|
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32,138
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32,478
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||
Other liabilities
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9,085
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9,741
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Total liabilities
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143,863
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154,877
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Commitments and contingencies (Note 11)
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||||
Shareholders’ equity:
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||||
Common stock, $0.0001 par value, 100,000,000 shares authorized, 30,897,896 shares issued and 24,137,317 shares outstanding as of March 31, 2015 and 30,838,460 shares issued and 24,825,881 shares outstanding as of September 30, 2014
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3
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|
|
3
|
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||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding
|
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—
|
|
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—
|
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Paid-in capital
|
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176,538
|
|
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174,376
|
|
||
Treasury stock, at cost, 6,760,579 shares as of March 31, 2015 and 6,012,579 as of September 30, 2014
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(96,888
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)
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(90,769
|
)
|
||
Retained earnings
|
|
48,335
|
|
|
49,582
|
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||
Accumulated other comprehensive income
|
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17
|
|
|
—
|
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||
Total shareholders’ equity
|
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128,005
|
|
|
133,192
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|
||
Total liabilities and shareholders’ equity
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$
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271,868
|
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$
|
288,069
|
|
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Three Months Ended March 31,
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Six Months Ended March 31,
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||||||||||||
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2015
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2014
|
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2015
|
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2014
|
||||||||
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(In thousands, except per share amounts)
|
||||||||||||||
Revenues
|
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$
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91,235
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|
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$
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94,711
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$
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186,915
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$
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191,751
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Operating expenses:
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||||||||
Educational services and facilities
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48,143
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50,777
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95,973
|
|
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101,851
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|
||||
Selling, general and administrative
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40,690
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45,546
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82,940
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|
88,454
|
|
||||
Total operating expenses
|
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88,833
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96,323
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|
|
178,913
|
|
|
190,305
|
|
||||
Income (loss) from operations
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2,402
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(1,612
|
)
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|
8,002
|
|
|
1,446
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|
||||
Other (expense) income:
|
|
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|
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|
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||||||||
Interest expense, net
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(481
|
)
|
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(491
|
)
|
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(980
|
)
|
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(623
|
)
|
||||
Equity in earnings of unconsolidated affiliate
|
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136
|
|
|
127
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|
|
254
|
|
|
208
|
|
||||
Other income
|
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133
|
|
|
105
|
|
|
245
|
|
|
379
|
|
||||
Total other expense, net
|
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(212
|
)
|
|
(259
|
)
|
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(481
|
)
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(36
|
)
|
||||
Income (loss) before income taxes
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2,190
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(1,871
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)
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7,521
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|
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1,410
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|
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Income tax expense (benefit)
|
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1,635
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(251
|
)
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3,872
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|
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1,323
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|
||||
Net income (loss)
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$
|
555
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|
$
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(1,620
|
)
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$
|
3,649
|
|
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$
|
87
|
|
Other comprehensive income (net of tax):
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||||||
Equity interest in investee's unrealized gains on hedging derivatives, net of taxes
(1)
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$
|
6
|
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|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
—
|
|
Comprehensive income (loss)
|
|
$
|
561
|
|
|
$
|
(1,620
|
)
|
|
$
|
3,666
|
|
|
$
|
87
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income (loss) per share - basic
|
|
$
|
0.02
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.15
|
|
|
$
|
—
|
|
Net income (loss) per share - diluted
|
|
$
|
0.02
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.15
|
|
|
$
|
—
|
|
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
24,463
|
|
|
24,661
|
|
|
24,647
|
|
|
24,653
|
|
||||
Diluted
|
|
24,551
|
|
|
24,661
|
|
|
24,741
|
|
|
24,888
|
|
||||
Cash dividends declared per common share
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
|
Common Stock
|
|
Paid-in
Capital |
|
Treasury Stock
|
|
Retained
Earnings |
|
Accumulated Other Comprehensive Income
|
|
Total
Shareholders’ Equity |
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||||||||
Balance as of September 30, 2014
|
|
30,838
|
|
|
$
|
3
|
|
|
$
|
174,376
|
|
|
6,013
|
|
|
$
|
(90,769
|
)
|
|
$
|
49,582
|
|
|
$
|
—
|
|
|
$
|
133,192
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,649
|
|
|
—
|
|
|
3,649
|
|
||||||
Issuance of common stock under employee plans
|
|
63
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Shares withheld for payroll taxes
|
|
(3
|
)
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
2,198
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,198
|
|
||||||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
748
|
|
|
(6,119
|
)
|
|
—
|
|
|
—
|
|
|
(6,119
|
)
|
||||||
Cash dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,896
|
)
|
|
—
|
|
|
(4,896
|
)
|
||||||
Equity interest in investee's unrealized gains on hedging derivatives, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
17
|
|
||||||
Balance as of March 31, 2015
|
|
30,898
|
|
|
$
|
3
|
|
|
$
|
176,538
|
|
|
6,761
|
|
|
$
|
(96,888
|
)
|
|
$
|
48,335
|
|
|
$
|
17
|
|
|
$
|
128,005
|
|
|
|
Six Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
3,649
|
|
|
$
|
87
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
||||||
Depreciation and amortization
|
|
8,859
|
|
|
9,861
|
|
||
Amortization of assets subject to financing obligation
|
|
931
|
|
|
620
|
|
||
Amortization of held-to-maturity investments
|
|
931
|
|
|
1,235
|
|
||
Bad debt expense
|
|
307
|
|
|
1,974
|
|
||
Stock-based compensation
|
|
2,198
|
|
|
3,106
|
|
||
Excess tax benefit from stock-based compensation
|
|
—
|
|
|
(7
|
)
|
||
Deferred income taxes
|
|
2,214
|
|
|
(157
|
)
|
||
Equity in earnings of unconsolidated affiliate
|
|
(254
|
)
|
|
(208
|
)
|
||
Training equipment credits earned, net
|
|
(697
|
)
|
|
(601
|
)
|
||
(Gain) loss on disposal of property and equipment
|
|
(41
|
)
|
|
150
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Restricted cash: Title IV credit balances
|
|
242
|
|
|
284
|
|
||
Receivables
|
|
2,616
|
|
|
128
|
|
||
Prepaid expenses and other current assets
|
|
(214
|
)
|
|
(1,230
|
)
|
||
Other assets
|
|
(640
|
)
|
|
(190
|
)
|
||
Accounts payable and accrued expenses
|
|
(742
|
)
|
|
(1,147
|
)
|
||
Deferred revenue
|
|
(5,685
|
)
|
|
3,617
|
|
||
Income tax payable/receivable
|
|
(5,005
|
)
|
|
(1,292
|
)
|
||
Accrued tool sets and other current liabilities
|
|
(150
|
)
|
|
242
|
|
||
Deferred rent liability
|
|
58
|
|
|
(725
|
)
|
||
Other liabilities
|
|
158
|
|
|
400
|
|
||
Net cash provided by operating activities
|
|
8,735
|
|
|
16,147
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Purchase of property and equipment
|
|
(16,215
|
)
|
|
(5,488
|
)
|
||
Proceeds from disposal of property and equipment
|
|
3
|
|
|
5
|
|
||
Purchase of investments
|
|
(24,425
|
)
|
|
(33,132
|
)
|
||
Proceeds received upon maturity of investments
|
|
22,407
|
|
|
26,057
|
|
||
Return of capital contribution from unconsolidated affiliate
|
|
228
|
|
|
—
|
|
||
Restricted cash: proprietary loan program
|
|
(1,950
|
)
|
|
944
|
|
||
Net cash used in investing activities
|
|
(19,952
|
)
|
|
(11,614
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Payment of cash dividend
|
|
(4,896
|
)
|
|
(4,934
|
)
|
||
Payment of financing obligation
|
|
(350
|
)
|
|
(167
|
)
|
||
Payment of payroll taxes on stock-based compensation through shares withheld
|
|
(36
|
)
|
|
(58
|
)
|
||
Excess tax benefit from stock-based compensation
|
|
—
|
|
|
7
|
|
||
Purchase of treasury stock
|
|
(6,119
|
)
|
|
(410
|
)
|
||
Net cash used in financing activities
|
|
(11,401
|
)
|
|
(5,562
|
)
|
||
Net decrease in cash and cash equivalents
|
|
(22,618
|
)
|
|
(1,029
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
38,985
|
|
|
34,596
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
16,367
|
|
|
$
|
33,567
|
|
|
|
Six Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(In thousands)
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
||||
Taxes paid
|
|
$
|
6,662
|
|
|
$
|
2,772
|
|
Interest paid
|
|
$
|
1,121
|
|
|
$
|
757
|
|
Training equipment obtained in exchange for services
|
|
$
|
220
|
|
|
$
|
1,937
|
|
Depreciation of training equipment obtained in exchange for services
|
|
$
|
600
|
|
|
$
|
580
|
|
Change in accrued capital expenditures during the period
|
|
$
|
(890
|
)
|
|
$
|
112
|
|
Construction period construction liability - construction in progress
|
|
$
|
6,172
|
|
|
$
|
5,868
|
|
Construction period financing obligation - building
|
|
$
|
(4,825
|
)
|
|
$
|
—
|
|
Construction liability recognized as financing obligation
|
|
$
|
—
|
|
|
$
|
33,500
|
|
|
|
Three Months Ended March 31, 2014
|
||||||||||
|
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Condensed Consolidated Statement of Comprehensive Income Data:
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
94,702
|
|
|
$
|
9
|
|
|
$
|
94,711
|
|
Educational services and facilities
|
|
$
|
50,652
|
|
|
$
|
125
|
|
|
$
|
50,777
|
|
Selling, general and administrative
|
|
$
|
45,554
|
|
|
$
|
(8
|
)
|
|
$
|
45,546
|
|
Total operating expenses
|
|
$
|
96,206
|
|
|
$
|
117
|
|
|
$
|
96,323
|
|
Income (loss) from operations
|
|
$
|
(1,504
|
)
|
|
$
|
(108
|
)
|
|
$
|
(1,612
|
)
|
Income (loss) before income taxes
|
|
$
|
(1,764
|
)
|
|
$
|
(107
|
)
|
|
$
|
(1,871
|
)
|
Income tax expense (benefit)
|
|
$
|
(259
|
)
|
|
$
|
8
|
|
|
$
|
(251
|
)
|
Net income (loss)
|
|
$
|
(1,505
|
)
|
|
$
|
(115
|
)
|
|
$
|
(1,620
|
)
|
|
|
Six Months Ended March 31, 2014
|
||||||||||
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||||
Condensed Consolidated Statement of Comprehensive Income Data:
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
191,731
|
|
|
$
|
20
|
|
|
$
|
191,751
|
|
Educational services and facilities
|
|
$
|
101,763
|
|
|
$
|
88
|
|
|
$
|
101,851
|
|
Selling, general and administrative
|
|
$
|
88,469
|
|
|
$
|
(15
|
)
|
|
$
|
88,454
|
|
Total operating expenses
|
|
$
|
190,232
|
|
|
$
|
73
|
|
|
$
|
190,305
|
|
Income (loss) from operations
|
|
$
|
1,499
|
|
|
$
|
(53
|
)
|
|
$
|
1,446
|
|
Income (loss) before income taxes
|
|
$
|
1,463
|
|
|
$
|
(53
|
)
|
|
$
|
1,410
|
|
Income tax expense (benefit)
|
|
$
|
1,308
|
|
|
$
|
15
|
|
|
$
|
1,323
|
|
Net income (loss)
|
|
$
|
155
|
|
|
$
|
(68
|
)
|
|
$
|
87
|
|
|
|
Six Months Ended March 31, 2014
|
||||||||||
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||||
Condensed Consolidated Statement of Cash Flows Data:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
155
|
|
|
$
|
(68
|
)
|
|
$
|
87
|
|
Bad debt expense
|
|
$
|
1,990
|
|
|
$
|
(16
|
)
|
|
$
|
1,974
|
|
Deferred income taxes
|
|
$
|
(158
|
)
|
|
$
|
1
|
|
|
$
|
(157
|
)
|
Restricted cash: Title IV credit balances
|
|
$
|
—
|
|
|
$
|
284
|
|
|
$
|
284
|
|
Receivables
|
|
$
|
174
|
|
|
$
|
(46
|
)
|
|
$
|
128
|
|
Prepaid expenses and other current assets
|
|
$
|
(1,318
|
)
|
|
$
|
88
|
|
|
$
|
(1,230
|
)
|
Other assets
|
|
$
|
(189
|
)
|
|
$
|
(1
|
)
|
|
$
|
(190
|
)
|
Deferred revenue
|
|
$
|
3,592
|
|
|
$
|
25
|
|
|
$
|
3,617
|
|
Income tax payable (receivable)
|
|
$
|
(1,307
|
)
|
|
$
|
15
|
|
|
$
|
(1,292
|
)
|
Other liabilities
|
|
$
|
397
|
|
|
$
|
3
|
|
|
$
|
400
|
|
Net cash provided by operating activities
|
|
$
|
15,862
|
|
|
$
|
285
|
|
|
$
|
16,147
|
|
Net decrease in cash and cash equivalents
|
|
$
|
(1,314
|
)
|
|
$
|
285
|
|
|
$
|
(1,029
|
)
|
Cash and cash equivalents, beginning of period
|
|
$
|
35,657
|
|
|
$
|
(1,061
|
)
|
|
$
|
34,596
|
|
Cash and cash equivalents, end of period
|
|
$
|
34,343
|
|
|
$
|
(776
|
)
|
|
$
|
33,567
|
|
|
|
Liability Balance at
September 30, 2014 |
|
Postemployment
Benefit Charges |
|
Cash Paid
|
|
Other
Non-cash (1) |
|
Liability Balance at
March 31, 2015 |
||||||||||
Severance
|
|
$
|
2,150
|
|
|
$
|
1,127
|
|
|
$
|
(2,402
|
)
|
|
$
|
(179
|
)
|
|
$
|
696
|
|
Other
|
|
16
|
|
|
205
|
|
|
(140
|
)
|
|
(78
|
)
|
|
3
|
|
|||||
Total
|
|
$
|
2,166
|
|
|
$
|
1,332
|
|
|
$
|
(2,542
|
)
|
|
$
|
(257
|
)
|
|
$
|
699
|
|
(1)
|
Primarily relates to the expiration of benefits not used within the time offered under the separation agreement and non-cash severance.
|
|
|
|
|
|
|
|
|
Estimated
|
||||||||
|
|
Amortized
|
|
Gross Unrealized
|
|
Fair Market
|
||||||||||
|
|
Cost
|
|
Gains
|
|
Losses
|
|
Value
|
||||||||
Due in less than 1 year:
|
|
|
|
|
|
|
|
|
||||||||
Municipal bonds
|
|
$
|
24,420
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
24,436
|
|
Corporate bonds
|
|
19,152
|
|
|
—
|
|
|
(22
|
)
|
|
19,130
|
|
||||
Certificates of deposit
|
|
4,672
|
|
|
—
|
|
|
—
|
|
|
4,672
|
|
||||
Due in 1 - 2 years:
|
|
|
|
|
|
|
|
|
||||||||
Municipal bonds
|
|
4,608
|
|
|
9
|
|
|
—
|
|
|
4,617
|
|
||||
Corporate bonds
|
|
4,107
|
|
|
1
|
|
|
(7
|
)
|
|
4,101
|
|
||||
Certificates of deposit
|
|
1,291
|
|
|
—
|
|
|
—
|
|
|
1,291
|
|
||||
|
|
$
|
58,250
|
|
|
$
|
26
|
|
|
$
|
(29
|
)
|
|
$
|
58,247
|
|
|
|
|
|
|
|
|
|
Estimated
|
||||||||
|
|
Amortized
|
|
Gross Unrealized
|
|
Fair Market
|
||||||||||
|
|
Cost
|
|
Gains
|
|
Losses
|
|
Value
|
||||||||
Due in less than 1 year:
|
|
|
|
|
|
|
|
|
||||||||
Municipal bonds
|
|
$
|
26,894
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
26,914
|
|
Corporate bonds
|
|
16,836
|
|
|
1
|
|
|
(24
|
)
|
|
16,813
|
|
||||
Certificates of deposit
|
|
2,176
|
|
|
—
|
|
|
—
|
|
|
2,176
|
|
||||
Due in 1 - 2 years:
|
|
|
|
|
|
|
|
|
||||||||
Municipal bonds
|
|
4,230
|
|
|
7
|
|
|
—
|
|
|
4,237
|
|
||||
Corporate bonds
|
|
4,054
|
|
|
—
|
|
|
(13
|
)
|
|
4,041
|
|
||||
Certificates of deposit
|
|
2,973
|
|
|
—
|
|
|
—
|
|
|
2,973
|
|
||||
|
|
$
|
57,163
|
|
|
$
|
28
|
|
|
$
|
(37
|
)
|
|
$
|
57,154
|
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
|
March 31, 2015
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Money market funds
|
|
$
|
4,036
|
|
|
$
|
4,036
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate bonds
|
|
23,231
|
|
|
23,231
|
|
|
—
|
|
|
—
|
|
||||
Municipal bonds
|
|
29,053
|
|
|
—
|
|
|
29,053
|
|
|
—
|
|
||||
Commercial paper
|
|
6,753
|
|
|
—
|
|
|
6,753
|
|
|
—
|
|
||||
Certificates of deposit
|
|
5,963
|
|
|
—
|
|
|
5,963
|
|
|
—
|
|
||||
Total assets at fair value on a recurring basis
|
|
$
|
69,036
|
|
|
$
|
27,267
|
|
|
$
|
41,769
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
|
September 30, 2014
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Money market funds
|
|
$
|
29,995
|
|
|
$
|
29,995
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate bonds
|
|
20,854
|
|
|
20,854
|
|
|
—
|
|
|
—
|
|
||||
Municipal bonds
|
|
31,151
|
|
|
—
|
|
|
31,151
|
|
|
—
|
|
||||
Certificates of deposit
|
|
5,149
|
|
|
—
|
|
|
5,149
|
|
|
—
|
|
||||
Total assets at fair value on a recurring basis
|
|
$
|
87,149
|
|
|
$
|
50,849
|
|
|
$
|
36,300
|
|
|
$
|
—
|
|
|
|
Depreciable
Lives (in years) |
|
March 31,
2015 |
|
September 30,
2014 |
||||
Land
|
|
—
|
|
$
|
3,189
|
|
|
$
|
1,456
|
|
Buildings and building improvements
|
|
30-35
|
|
58,831
|
|
|
50,306
|
|
||
Leasehold improvements
|
|
1-28
|
|
38,890
|
|
|
38,906
|
|
||
Training equipment
|
|
3-10
|
|
85,893
|
|
|
85,673
|
|
||
Office and computer equipment
|
|
3-10
|
|
38,281
|
|
|
37,271
|
|
||
Software developed for internal use
|
|
3-5
|
|
11,874
|
|
|
11,888
|
|
||
Curriculum development
|
|
5
|
|
18,716
|
|
|
18,716
|
|
||
Vehicles
|
|
5
|
|
1,225
|
|
|
1,207
|
|
||
Construction in progress
|
|
—
|
|
10,203
|
|
|
10,746
|
|
||
|
|
|
|
267,102
|
|
|
256,169
|
|
||
Less accumulated depreciation and amortization
|
|
|
|
(153,726
|
)
|
|
(149,242
|
)
|
||
|
|
|
|
$
|
113,376
|
|
|
$
|
106,927
|
|
|
|
March 31,
2015 |
|
September 30,
2014 |
||||
Buildings and building improvements
|
|
$
|
33,500
|
|
|
$
|
33,500
|
|
Construction in progress
|
|
—
|
|
|
4,638
|
|
||
Assets financed by financing obligations, gross
|
|
33,500
|
|
|
38,138
|
|
||
Less accumulated depreciation and amortization
|
|
(2,482
|
)
|
|
(1,551
|
)
|
||
Assets financed by financing obligations, net
|
|
$
|
31,018
|
|
|
$
|
36,587
|
|
|
|
March 31, 2015
|
|
September 30, 2014
|
||||||||||
|
|
Carrying Value
|
|
Ownership Percentage
|
|
Carrying Value
|
|
Ownership Percentage
|
||||||
Investment in unconsolidated affiliate
|
|
$
|
3,946
|
|
|
27.972
|
%
|
|
$
|
3,903
|
|
|
27.972
|
%
|
|
|
Six Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Balance at beginning of period
|
|
$
|
3,903
|
|
|
$
|
4,000
|
|
Equity in earnings of unconsolidated affiliate
|
|
254
|
|
|
208
|
|
||
Return of capital contribution from unconsolidated affiliate
|
|
(228
|
)
|
|
—
|
|
||
Equity interest in investee's unrealized gains on hedging derivatives, net of taxes
|
|
17
|
|
|
—
|
|
||
Balance at end of period
|
|
$
|
3,946
|
|
|
$
|
4,208
|
|
|
|
March 31, 2015
|
|
September 30, 2014
|
||||
Accounts payable
|
|
$
|
14,137
|
|
|
$
|
12,990
|
|
Accrued compensation and benefits
|
|
17,833
|
|
|
17,963
|
|
||
Other accrued expenses
|
|
5,365
|
|
|
7,874
|
|
||
|
|
$
|
37,335
|
|
|
$
|
38,827
|
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
|
Inception
to date |
||||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|||||||||||
Tuition and interest income excluded
|
|
$
|
6,377
|
|
|
$
|
7,252
|
|
|
$
|
12,777
|
|
|
$
|
14,253
|
|
|
$
|
108,678
|
|
Amounts collected and recognized
|
|
(1,454
|
)
|
|
(846
|
)
|
|
(2,511
|
)
|
|
(1,546
|
)
|
|
(10,990
|
)
|
|||||
Amounts written off
|
|
(3,081
|
)
|
|
(2,468
|
)
|
|
(6,248
|
)
|
|
(4,263
|
)
|
|
(37,803
|
)
|
|||||
Net amount excluded during the period
|
|
$
|
1,842
|
|
|
$
|
3,938
|
|
|
$
|
4,018
|
|
|
$
|
8,444
|
|
|
$
|
59,885
|
|
|
|
Six Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Balance at beginning of period
|
|
$
|
70,759
|
|
|
$
|
59,767
|
|
Loans extended
|
|
11,244
|
|
|
16,125
|
|
||
Interest accrued
|
|
1,421
|
|
|
1,427
|
|
||
Amounts collected and recognized
|
|
(2,511
|
)
|
|
(1,546
|
)
|
||
Amounts written off
|
|
(6,248
|
)
|
|
(4,263
|
)
|
||
Balance at end of period
|
|
$
|
74,665
|
|
|
$
|
71,510
|
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Weighted average number of shares
|
|
(In thousands)
|
||||||||||
Basic shares outstanding
|
|
24,463
|
|
|
24,661
|
|
|
24,647
|
|
|
24,653
|
|
Dilutive effect related to employee stock plans
|
|
88
|
|
|
—
|
|
|
94
|
|
|
235
|
|
Diluted shares outstanding
|
|
24,551
|
|
|
24,661
|
|
|
24,741
|
|
|
24,888
|
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
||||||||
Postsecondary education
|
|
$
|
88,101
|
|
|
$
|
91,900
|
|
|
$
|
181,003
|
|
|
$
|
186,204
|
|
Other
|
|
3,134
|
|
|
2,811
|
|
|
5,912
|
|
|
5,547
|
|
||||
Consolidated
|
|
$
|
91,235
|
|
|
$
|
94,711
|
|
|
$
|
186,915
|
|
|
$
|
191,751
|
|
Income (loss) from operations
|
|
|
|
|
|
|
|
|
||||||||
Postsecondary education
|
|
$
|
2,902
|
|
|
$
|
(1,023
|
)
|
|
$
|
9,351
|
|
|
$
|
2,617
|
|
Other
|
|
(500
|
)
|
|
(589
|
)
|
|
(1,349
|
)
|
|
(1,171
|
)
|
||||
Consolidated
|
|
$
|
2,402
|
|
|
$
|
(1,612
|
)
|
|
$
|
8,002
|
|
|
$
|
1,446
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
||||||||
Postsecondary education
|
|
$
|
4,774
|
|
|
$
|
5,148
|
|
|
$
|
9,649
|
|
|
$
|
10,293
|
|
Other
|
|
66
|
|
|
87
|
|
|
141
|
|
|
188
|
|
||||
Consolidated
|
|
$
|
4,840
|
|
|
$
|
5,235
|
|
|
$
|
9,790
|
|
|
$
|
10,481
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
||||||||
Postsecondary education
|
|
$
|
761
|
|
|
$
|
(1,360
|
)
|
|
$
|
4,262
|
|
|
$
|
606
|
|
Other
|
|
(206
|
)
|
|
(260
|
)
|
|
(613
|
)
|
|
(519
|
)
|
||||
Consolidated
|
|
$
|
555
|
|
|
$
|
(1,620
|
)
|
|
$
|
3,649
|
|
|
$
|
87
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
March 31, 2015
|
|
September 30, 2014
|
||||||||
Goodwill
|
|
|
|
|
|
|
|
|
||||||||
Postsecondary education
|
|
|
|
|
|
$
|
20,579
|
|
|
$
|
20,579
|
|
||||
Other
|
|
|
|
|
|
—
|
|
|
—
|
|
||||||
Consolidated
|
|
|
|
|
|
$
|
20,579
|
|
|
$
|
20,579
|
|
||||
Total assets
|
|
|
|
|
|
|
|
|
||||||||
Postsecondary education
|
|
|
|
|
|
$
|
265,761
|
|
|
$
|
282,501
|
|
||||
Other
|
|
|
|
|
|
6,107
|
|
|
5,568
|
|
||||||
Consolidated
|
|
|
|
|
|
$
|
271,868
|
|
|
$
|
288,069
|
|
•
|
The amount of Title IV financial aid available decreased during 2012, which increased the difference between the amount of Title IV financial aid our students are eligible for and the cost of education; this difference requires students and their families to obtain additional financing;
|
•
|
Incentive compensation changes which became effective July 1, 2011 limited the means by which we may compensate our admissions representatives and required significant changes to our compensation and performance management processes. We are continuing to adapt to those changes within the organization;
|
•
|
Competition for prospective students continues to increase from within our sector and from market employers, as well as with traditional post-secondary educational institutions;
|
•
|
The state of the general macro-economic environment and its impact on price sensitivity and the ability and willingness of students and their families to incur debt;
|
•
|
Unemployment; during periods when the unemployment rate declines or remains stable as it has in recent years, prospective students have more employment options; and
|
•
|
Adverse media coverage, legislative hearings, regulatory actions and investigations by attorneys general and various agencies related to allegations of wrongdoing on the part of other companies within the education and training services industry, which have cast the industry in a negative light.
|
|
|
Three Months Ended March 31, 2015
|
|
Six Months Ended March 31,
|
||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Revenues
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||||
Educational services and facilities
|
|
52.8
|
%
|
|
53.6
|
%
|
|
51.3
|
%
|
|
53.1
|
%
|
Selling, general and administrative
|
|
44.6
|
%
|
|
48.1
|
%
|
|
44.3
|
%
|
|
46.2
|
%
|
Total operating expenses
|
|
97.4
|
%
|
|
101.7
|
%
|
|
95.6
|
%
|
|
99.3
|
%
|
Income (loss) from operations
|
|
2.6
|
%
|
|
(1.7
|
)%
|
|
4.4
|
%
|
|
0.7
|
%
|
Interest expense, net
|
|
(0.5
|
)%
|
|
(0.5
|
)%
|
|
(0.5
|
)%
|
|
(0.3
|
)%
|
Other income
|
|
0.3
|
%
|
|
0.2
|
%
|
|
0.2
|
%
|
|
0.3
|
%
|
Total other expense, net
|
|
(0.2
|
)%
|
|
(0.3
|
)%
|
|
(0.3
|
)%
|
|
—
|
%
|
Income (loss) before income taxes
|
|
2.4
|
%
|
|
(2.0
|
)%
|
|
4.1
|
%
|
|
0.7
|
%
|
Income tax expense (benefit)
|
|
1.8
|
%
|
|
(0.3
|
)%
|
|
2.1
|
%
|
|
0.7
|
%
|
Net income (loss)
|
|
0.6
|
%
|
|
(1.7
|
)%
|
|
2.0
|
%
|
|
—
|
%
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In thousands)
|
||||||||||||||
Salaries expense
|
$
|
21,452
|
|
|
$
|
22,499
|
|
|
$
|
42,485
|
|
|
$
|
44,164
|
|
Employee benefits and tax
|
3,874
|
|
|
4,454
|
|
|
7,930
|
|
|
8,495
|
|
||||
Bonus expense
|
386
|
|
|
(87
|
)
|
|
801
|
|
|
271
|
|
||||
Stock-based compensation
|
72
|
|
|
149
|
|
|
145
|
|
|
301
|
|
||||
Compensation and related costs
|
25,784
|
|
|
27,015
|
|
|
51,361
|
|
|
53,231
|
|
||||
Occupancy costs
|
9,006
|
|
|
9,035
|
|
|
17,965
|
|
|
18,546
|
|
||||
Depreciation and amortization expense
|
4,526
|
|
|
4,697
|
|
|
9,166
|
|
|
9,317
|
|
||||
Other educational services and facilities expense
|
3,386
|
|
|
3,635
|
|
|
6,659
|
|
|
7,553
|
|
||||
Supplies and maintenance
|
2,463
|
|
|
2,643
|
|
|
4,503
|
|
|
4,939
|
|
||||
Tools and training aids expense
|
1,891
|
|
|
2,367
|
|
|
4,066
|
|
|
4,855
|
|
||||
Contract services expense
|
1,087
|
|
|
1,385
|
|
|
2,253
|
|
|
3,410
|
|
||||
|
$
|
48,143
|
|
|
$
|
50,777
|
|
|
$
|
95,973
|
|
|
$
|
101,851
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In thousands)
|
||||||||||||||
Salaries expense
|
$
|
16,141
|
|
|
$
|
18,076
|
|
|
$
|
33,305
|
|
|
$
|
36,179
|
|
Employee benefits and tax
|
3,293
|
|
|
3,854
|
|
|
6,911
|
|
|
7,548
|
|
||||
Bonus expense
|
1,369
|
|
|
(408
|
)
|
|
3,093
|
|
|
820
|
|
||||
Stock-based compensation
|
1,253
|
|
|
1,614
|
|
|
2,053
|
|
|
2,805
|
|
||||
Compensation and related costs
|
22,056
|
|
|
23,136
|
|
|
45,362
|
|
|
47,352
|
|
||||
Advertising expense
|
11,664
|
|
|
12,368
|
|
|
21,762
|
|
|
21,095
|
|
||||
Other selling, general and administrative expenses
|
6,001
|
|
|
7,342
|
|
|
12,072
|
|
|
13,691
|
|
||||
Contract services expense
|
989
|
|
|
1,213
|
|
|
2,213
|
|
|
2,598
|
|
||||
Bad debt expense
|
(627
|
)
|
|
641
|
|
|
307
|
|
|
1,974
|
|
||||
Depreciation and amortization expense
|
607
|
|
|
846
|
|
|
1,224
|
|
|
1,744
|
|
||||
|
$
|
40,690
|
|
|
$
|
45,546
|
|
|
$
|
82,940
|
|
|
$
|
88,454
|
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Net income (loss)
|
|
$
|
555
|
|
|
$
|
(1,620
|
)
|
|
$
|
3,649
|
|
|
$
|
87
|
|
Interest expense, net
|
|
481
|
|
|
491
|
|
|
980
|
|
|
623
|
|
||||
Income tax expense (benefit)
|
|
1,635
|
|
|
(251
|
)
|
|
3,872
|
|
|
1,323
|
|
||||
Depreciation and amortization
|
|
5,133
|
|
|
5,543
|
|
|
10,390
|
|
|
11,061
|
|
||||
EBITDA
|
|
$
|
7,804
|
|
|
$
|
4,163
|
|
|
$
|
18,891
|
|
|
$
|
13,094
|
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
||||||||||||||
Period
|
|
(a) Total Number of Shares Purchased
(1)
|
|
(b) Average Price Paid per Share
|
|
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans Or Programs
(In thousands) (2) |
||||||
January 1-31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
16,339
|
|
February 1-28, 2015
|
|
749,988
|
|
|
$
|
8.15
|
|
|
748,000
|
|
|
$
|
10,243
|
|
March 1-31, 2015
|
|
1,124
|
|
|
$
|
9.62
|
|
|
—
|
|
|
$
|
10,243
|
|
Total
|
|
751,112
|
|
|
$
|
8.16
|
|
|
748,000
|
|
|
$
|
10,243
|
|
(1)
|
1,988 shares purchased in February and all shares purchased in March represent shares of common stock withheld by us as payment of the individual's tax obligations on the vesting of shares of our common stock, which were granted subject to forfeiture restrictions under our 2003 Incentive Compensation Plan (the 2003 Plan). Such shares are returned to the pool of shares issuable under the 2003 Plan.
|
(2)
|
On December 20, 2011, our Board of Directors authorized the repurchase of up to $25.0 million of our common stock in the open market or through privately negotiated transactions.
|
Number
|
|
Description
|
10.1
|
|
Lease Agreement, dated July 2, 2001, as amended February 27, 2015, between Delegates LLC, as landlord, and The Clinton Harley Corporation, as tenant. (Filed herewith.)
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
|
32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
|
32.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
|
101
|
|
Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Statement of Shareholders’ Equity; (iv) Condensed Consolidated Statements of Cash Flows; and (v) Notes to Condensed Consolidated Financial Statements.
|
A.
|
DATE: The date of this Third Lease Amendment is February 27, 2015.
|
B.
|
LEASE: That certain lease dated as of July 2, 2001, as amended by that certain
|
C.
|
LANDLORD: Delegates LLC, an Arizona limited liability company.
|
D.
|
TENANT: Universal Technical Institute of Phoenix, Inc., fka The Clinton Harley
|
E.
|
PREMISES: 9755 Delegates Drive, Orlando, Florida
|
Time Period
|
Number of Months
|
Annual Triple Net Base Rent Per Square Foot
|
Annual Triple Net Base Rent
|
07/01/16-12/31/16
|
6
|
$15.09
|
$477,726.76
|
10/01/17-12/31/17
|
12
|
$15.54
|
$983,946.18
|
01/01/18-12/31/18
|
12
|
$16.01
|
$1,013,705.10
|
01/01/19-12-31/19
|
12
|
$16.49
|
$1,044,097.30
|
01/01/20-12/31/20
|
12
|
$16.98
|
$1,075,122.60
|
01/01/21-12-31/21
|
12
|
$17.49
|
$1,107,414.30
|
01/01/22-08/31/22
|
8
|
$18.02
|
$760,648.20
|
1.
|
I have reviewed this Report on Form 10-Q of Universal Technical Institute, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1.
|
I have reviewed this Report on Form 10-Q of Universal Technical Institute, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|