Delaware
|
|
86-0226984
|
||
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer Identification No.)
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
Common Stock, $0.0001 par value
|
UTI
|
New York Stock Exchange
|
Large accelerated filer ¨
|
Accelerated filer þ
|
Non-accelerated filer ¨
|
Smaller reporting company ¨
|
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Emerging growth company ¨
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Page
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Number
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December 31, 2019
|
|
September 30,
2019 |
||||
Assets
|
|
(In thousands)
|
||||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
70,533
|
|
|
$
|
65,442
|
|
Restricted cash
|
|
14,930
|
|
|
15,113
|
|
||
Receivables, net
|
|
12,456
|
|
|
17,937
|
|
||
Notes receivable, current portion
|
|
5,183
|
|
|
5,227
|
|
||
Prepaid expenses
|
|
6,583
|
|
|
7,054
|
|
||
Other current assets
|
|
6,916
|
|
|
7,331
|
|
||
Total current assets
|
|
116,601
|
|
|
118,104
|
|
||
Property and equipment, net
|
|
73,815
|
|
|
104,126
|
|
||
Goodwill
|
|
8,222
|
|
|
8,222
|
|
||
Notes receivable, less current portion
|
|
30,451
|
|
|
29,852
|
|
||
Right-of-use asset
|
|
142,869
|
|
|
—
|
|
||
Other assets
|
|
10,103
|
|
|
10,222
|
|
||
Total assets
|
|
$
|
382,061
|
|
|
$
|
270,526
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
$
|
43,039
|
|
|
$
|
45,878
|
|
Dividends payable
|
|
1,323
|
|
|
—
|
|
||
Deferred revenue
|
|
42,191
|
|
|
42,886
|
|
||
Accrued tool sets
|
|
2,740
|
|
|
2,586
|
|
||
Lease liability, current portion
|
|
25,883
|
|
|
—
|
|
||
Financing obligation, current portion
|
|
—
|
|
|
1,554
|
|
||
Other current liabilities
|
|
1,798
|
|
|
3,940
|
|
||
Total current liabilities
|
|
116,974
|
|
|
96,844
|
|
||
Deferred tax liabilities, net
|
|
329
|
|
|
329
|
|
||
Deferred rent liability
|
|
—
|
|
|
10,326
|
|
||
Financing obligation
|
|
—
|
|
|
39,161
|
|
||
Lease liability
|
|
130,813
|
|
|
—
|
|
||
Other liabilities
|
|
7,672
|
|
|
9,578
|
|
||
Total liabilities
|
|
255,788
|
|
|
156,238
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
||||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 32,609,615 shares issued and 25,744,718 shares outstanding as of December 31, 2019 and 32,498,830 shares issued and 25,633,933 shares outstanding as of September 30, 2019
|
|
3
|
|
|
3
|
|
||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 700,000 shares of Series A Convertible Preferred Stock issued and outstanding as of December 31, 2019 and September 30, 2019, liquidation preference of $100 per share
|
|
—
|
|
|
—
|
|
||
Paid-in capital - common
|
|
187,010
|
|
|
187,493
|
|
||
Paid-in capital - preferred
|
|
68,853
|
|
|
68,853
|
|
||
Treasury stock, at cost, 6,864,897 shares as of December 31, 2019 and September 30, 2019
|
|
(97,388
|
)
|
|
(97,388
|
)
|
||
Retained deficit
|
|
(32,205
|
)
|
|
(44,673
|
)
|
||
Total shareholders’ equity
|
|
126,273
|
|
|
114,288
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
382,061
|
|
|
$
|
270,526
|
|
|
|
Three Months Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In thousands, except per share amounts)
|
||||||
Revenues
|
|
$
|
87,234
|
|
|
$
|
83,050
|
|
Operating expenses:
|
|
|
|
|
||||
Educational services and facilities
|
|
42,876
|
|
|
45,735
|
|
||
Selling, general and administrative
|
|
40,104
|
|
|
44,520
|
|
||
Total operating expenses
|
|
82,980
|
|
|
90,255
|
|
||
Income (loss) from operations
|
|
4,254
|
|
|
(7,205
|
)
|
||
Other income (expense):
|
|
|
|
|
||||
Interest income
|
|
336
|
|
|
403
|
|
||
Interest expense
|
|
—
|
|
|
(814
|
)
|
||
Equity in earnings of unconsolidated affiliate
|
|
—
|
|
|
97
|
|
||
Other income (expense), net
|
|
178
|
|
|
(65
|
)
|
||
Total other income (expense), net
|
|
514
|
|
|
(379
|
)
|
||
Income (loss) before income taxes
|
|
4,768
|
|
|
(7,584
|
)
|
||
Income tax expense
|
|
84
|
|
|
133
|
|
||
Net income (loss)
|
|
$
|
4,684
|
|
|
$
|
(7,717
|
)
|
Preferred stock dividends
|
|
1,323
|
|
|
1,323
|
|
||
Income (loss) available for distribution
|
|
$
|
3,361
|
|
|
$
|
(9,040
|
)
|
|
|
|
|
|
||||
Income (loss) per share:
|
|
|
|
|
||||
Net income (loss) per share - basic
|
|
$
|
0.07
|
|
|
$
|
(0.36
|
)
|
Net income (loss) per share - diluted
|
|
$
|
0.07
|
|
|
$
|
(0.36
|
)
|
Weighted average number of shares outstanding:
|
|
|
|
|
||||
Basic
|
|
25,663
|
|
|
25,321
|
|
||
Diluted
|
|
47,059
|
|
|
25,321
|
|
|
|
Common Stock
|
|
Preferred Stock
|
|
Paid-in
Capital - Common |
|
Paid-in
Capital - Preferred |
|
Treasury Stock
|
|
Retained Earnings (Deficit)
|
|
Total
Shareholders’ Equity |
|||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||
|
|
(In thousands)
|
|||||||||||||||||||||||||||||||||||
Balance as of September 30, 2019
|
|
32,499
|
|
|
$
|
3
|
|
|
700
|
|
|
$
|
—
|
|
|
$
|
187,493
|
|
|
$
|
68,853
|
|
|
6,865
|
|
|
$
|
(97,388
|
)
|
|
$
|
(44,673
|
)
|
|
$
|
114,288
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,684
|
|
|
4,684
|
|
|||||||
Cumulative effect from adoption of ASC-842
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,107
|
|
|
9,107
|
|
|||||||
Issuance of common stock under employee plans
|
|
179
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Shares withheld for payroll taxes
|
|
(68
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(497
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(497
|
)
|
|||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||||
Preferred stock dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,323
|
)
|
|
(1,323
|
)
|
|||||||
Balance as of December 31, 2019
|
|
32,610
|
|
|
$
|
3
|
|
|
700
|
|
|
$
|
—
|
|
|
$
|
187,010
|
|
|
$
|
68,853
|
|
|
6,865
|
|
|
$
|
(97,388
|
)
|
|
$
|
(32,205
|
)
|
|
$
|
126,273
|
|
|
|
Common Stock
|
|
Preferred Stock
|
|
Paid-in
Capital - Common |
|
Paid-in
Capital - Preferred |
|
Treasury Stock
|
|
Retained Earnings (Deficit)
|
|
Total
Shareholders’ Equity |
|||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||
|
|
(In thousands)
|
|||||||||||||||||||||||||||||||||||
Balance as of September 30, 2018
|
|
32,169
|
|
|
$
|
3
|
|
|
700
|
|
|
$
|
—
|
|
|
$
|
186,732
|
|
|
$
|
68,853
|
|
|
6,865
|
|
|
$
|
(97,388
|
)
|
|
$
|
(31,555
|
)
|
|
$
|
126,645
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,717
|
)
|
|
(7,717
|
)
|
|||||||
Issuance of common stock under employee plans
|
|
99
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Shares withheld for payroll taxes
|
|
(38
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(118
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(118
|
)
|
|||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
694
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
694
|
|
|||||||
Preferred stock dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,323
|
)
|
|
(1,323
|
)
|
|||||||
Balance as of December 31, 2018
|
|
32,230
|
|
|
$
|
3
|
|
|
700
|
|
|
$
|
—
|
|
|
$
|
187,308
|
|
|
$
|
68,853
|
|
|
6,865
|
|
|
$
|
(97,388
|
)
|
|
$
|
(40,595
|
)
|
|
$
|
118,181
|
|
|
|
Three Months Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
4,684
|
|
|
$
|
(7,717
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
3,013
|
|
|
3,205
|
|
||
Amortization of assets subject to financing obligation
|
|
—
|
|
|
670
|
|
||
Amortization of lease right-of-use asset
|
|
5,920
|
|
|
—
|
|
||
Bad debt expense
|
|
283
|
|
|
337
|
|
||
Stock-based compensation
|
|
14
|
|
|
694
|
|
||
Equity in earnings of unconsolidated affiliate
|
|
—
|
|
|
(97
|
)
|
||
Training equipment credits earned, net
|
|
439
|
|
|
78
|
|
||
Other losses (gain), net
|
|
(231
|
)
|
|
401
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Receivables
|
|
4,065
|
|
|
6,235
|
|
||
Prepaid expenses
|
|
(409
|
)
|
|
(1,210
|
)
|
||
Other assets
|
|
23
|
|
|
720
|
|
||
Notes receivable
|
|
(555
|
)
|
|
(378
|
)
|
||
Accounts payable and accrued expenses
|
|
(1,938
|
)
|
|
(1,578
|
)
|
||
Deferred revenue
|
|
(695
|
)
|
|
3,138
|
|
||
Income tax payable/receivable
|
|
92
|
|
|
169
|
|
||
Accrued tool sets and other current liabilities
|
|
32
|
|
|
588
|
|
||
Deferred rent liability
|
|
—
|
|
|
(458
|
)
|
||
Lease liability
|
|
(6,532
|
)
|
|
—
|
|
||
Other liabilities
|
|
(1,081
|
)
|
|
(387
|
)
|
||
Net cash provided by operating activities
|
|
7,124
|
|
|
4,410
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Purchase of property and equipment
|
|
(1,811
|
)
|
|
(2,779
|
)
|
||
Proceeds from disposal of property and equipment
|
|
23
|
|
|
5
|
|
||
Return of capital contribution from unconsolidated affiliate
|
|
69
|
|
|
64
|
|
||
Net cash used in investing activities
|
|
(1,719
|
)
|
|
(2,710
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Payment of financing obligation
|
|
—
|
|
|
(310
|
)
|
||
Payment of payroll taxes on stock-based compensation through shares withheld
|
|
(497
|
)
|
|
(118
|
)
|
||
Net cash used in financing activities
|
|
(497
|
)
|
|
(428
|
)
|
||
Change in cash, cash equivalents and restricted cash:
|
|
|
|
|
||||
Net increase in cash, cash equivalents and restricted cash
|
|
4,908
|
|
|
1,272
|
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
|
80,555
|
|
|
72,159
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
|
$
|
85,463
|
|
|
$
|
73,431
|
|
|
|
Three Months Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In thousands)
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
||||
Taxes paid
|
|
$
|
7
|
|
|
$
|
148
|
|
Interest paid
|
|
$
|
—
|
|
|
$
|
814
|
|
Training equipment obtained in exchange for services
|
|
$
|
241
|
|
|
$
|
124
|
|
Depreciation of training equipment obtained in exchange for services
|
|
$
|
332
|
|
|
$
|
382
|
|
Change in accrued capital expenditures during the period
|
|
$
|
140
|
|
|
$
|
(575
|
)
|
Dividends payable
|
|
$
|
1,323
|
|
|
$
|
1,323
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
|
(In thousands)
|
||||||
Cash and cash equivalents
|
|
$
|
70,533
|
|
|
$
|
58,649
|
|
Restricted cash
|
|
14,930
|
|
|
14,782
|
|
||
Total cash, cash equivalents and restricted cash shown in condensed consolidated statements of cash flows
|
|
$
|
85,463
|
|
|
$
|
73,431
|
|
|
|
December 31, 2019
|
|
September 30, 2019
|
||||
Receivables, which includes Tuition and Notes Receivable
|
|
$
|
40,528
|
|
|
$
|
44,629
|
|
Contract liabilities
|
|
$
|
42,191
|
|
|
$
|
42,886
|
|
|
|
Liability Balance at
September 30, 2019 |
|
Postemployment
Benefit Charges |
|
Cash Paid
|
|
Other
Non-cash (1) |
|
Liability Balance at December 31, 2019
|
||||||||||
Severance
|
|
$
|
721
|
|
|
$
|
1,501
|
|
|
$
|
(1,166
|
)
|
|
$
|
64
|
|
|
$
|
1,120
|
|
Other
|
|
32
|
|
|
19
|
|
|
(7
|
)
|
|
(12
|
)
|
|
32
|
|
|||||
Total
|
|
$
|
753
|
|
|
$
|
1,520
|
|
|
$
|
(1,173
|
)
|
|
$
|
52
|
|
|
$
|
1,152
|
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
|
December 31, 2019
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Money market funds and corporate bonds
|
|
$
|
44,441
|
|
|
$
|
44,441
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Notes receivable
|
|
35,634
|
|
|
—
|
|
|
—
|
|
|
35,634
|
|
||||
Total assets at fair value on a recurring basis
|
|
$
|
80,075
|
|
|
$
|
44,441
|
|
|
$
|
—
|
|
|
$
|
35,634
|
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
|
September 30, 2019
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Money market funds and corporate bonds
|
|
$
|
37,794
|
|
|
$
|
37,794
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Notes receivable
|
|
35,079
|
|
|
—
|
|
|
—
|
|
|
35,079
|
|
||||
Total assets at fair value on a recurring basis
|
|
$
|
72,873
|
|
|
$
|
37,794
|
|
|
$
|
—
|
|
|
$
|
35,079
|
|
|
|
Depreciable
Lives (in years) |
|
December 31, 2019
|
|
September 30, 2019
|
||||
Land
|
|
—
|
|
$
|
3,189
|
|
|
$
|
3,189
|
|
Buildings and building improvements
|
|
3-35
|
|
26,504
|
|
|
82,653
|
|
||
Leasehold improvements
|
|
1-28
|
|
67,592
|
|
|
53,020
|
|
||
Training equipment
|
|
3-10
|
|
95,683
|
|
|
96,737
|
|
||
Office and computer equipment
|
|
3-10
|
|
35,787
|
|
|
35,927
|
|
||
Curriculum development
|
|
5
|
|
19,692
|
|
|
19,692
|
|
||
Software developed for internal use
|
|
1-5
|
|
11,354
|
|
|
11,354
|
|
||
Vehicles
|
|
5
|
|
1,479
|
|
|
1,454
|
|
||
Construction in progress
|
|
—
|
|
2,360
|
|
|
1,631
|
|
||
|
|
|
|
263,640
|
|
|
305,657
|
|
||
Less accumulated depreciation and amortization
|
|
|
|
(189,825
|
)
|
|
(201,531
|
)
|
||
|
|
|
|
$
|
73,815
|
|
|
$
|
104,126
|
|
|
|
December 31, 2019
|
|
September 30, 2019
|
||||
Assets financed by financing obligations, gross
|
|
$
|
—
|
|
|
$
|
45,816
|
|
Less accumulated depreciation and amortization
|
|
—
|
|
|
(14,208
|
)
|
||
Assets financed by financing obligations, net
|
|
$
|
—
|
|
|
$
|
31,608
|
|
|
|
December 31, 2019
|
|
September 30, 2019
|
||||||||||
|
|
Carrying Value
|
|
Ownership Percentage
|
|
Carrying Value
|
|
Ownership Percentage
|
||||||
Investment in JV
|
|
$
|
4,371
|
|
|
27.972
|
%
|
|
$
|
4,338
|
|
|
27.972
|
%
|
|
|
Three Months Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Balance at beginning of period
|
|
$
|
4,338
|
|
|
$
|
4,206
|
|
Equity in earnings of unconsolidated affiliate
|
|
102
|
|
|
97
|
|
||
Return of capital contribution from unconsolidated affiliate
|
|
(69
|
)
|
|
(64
|
)
|
||
Balance at end of period
|
|
$
|
4,371
|
|
|
$
|
4,239
|
|
|
|
Three Months Ended December 31, 2019
|
||
Operating lease expense
|
|
$
|
7,521
|
|
Variable lease expense
|
|
999
|
|
|
Sublease income
|
|
(351
|
)
|
|
Total lease cost
|
|
$
|
8,169
|
|
|
|
Three Months Ended December 31, 2019
|
||
Cash paid for amounts included in the measurement of operating lease liabilities
|
|
$
|
8,131
|
|
Non-cash activity:
|
|
|
||
Lease liabilities arising from obtaining right-of-use assets
|
|
$
|
148,790
|
|
|
|
Three Months Ended December 31, 2019
|
|
Weighted average lease term
|
|
8.62 years
|
|
Weighted averaged discount rate
|
|
4.14
|
%
|
Years ending September 30,
|
|
|
||
Remainder of 2020
|
|
$
|
22,908
|
|
2021
|
|
28,449
|
|
|
2022
|
|
26,303
|
|
|
2023
|
|
15,632
|
|
|
2024
|
|
14,491
|
|
|
2025 and thereafter
|
|
81,165
|
|
|
Total lease payments
|
|
188,948
|
|
|
Less: interest
|
|
(32,252
|
)
|
|
Present value of lease liabilities
|
|
$
|
156,696
|
|
Years ending September 30,
|
|
Gross
|
|
Sublease income
|
|
Net
|
||||||
2020
|
|
$
|
26,379
|
|
|
$
|
(362
|
)
|
|
$
|
26,017
|
|
2021
|
|
23,531
|
|
|
(77
|
)
|
|
23,454
|
|
|||
2022
|
|
21,621
|
|
|
(78
|
)
|
|
21,543
|
|
|||
2023
|
|
10,461
|
|
|
(20
|
)
|
|
10,441
|
|
|||
2024
|
|
9,180
|
|
|
—
|
|
|
9,180
|
|
|||
Thereafter
|
|
41,822
|
|
|
—
|
|
|
41,822
|
|
|||
Total lease payments
|
|
$
|
132,994
|
|
|
$
|
(537
|
)
|
|
$
|
132,457
|
|
|
|
December 31, 2019
|
|
September 30, 2019
|
||||
Accounts payable
|
|
$
|
9,227
|
|
|
$
|
10,033
|
|
Accrued compensation and benefits
|
|
21,872
|
|
|
22,230
|
|
||
Other accrued expenses
|
|
11,940
|
|
|
13,615
|
|
||
|
|
$
|
43,039
|
|
|
$
|
45,878
|
|
|
|
Three Months Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In thousands)
|
||||||
Income (loss) available for distribution
|
|
$
|
3,361
|
|
|
$
|
(9,040
|
)
|
Income allocated to participating securities
|
|
(1,513
|
)
|
|
—
|
|
||
Income (loss) available for distribution - basic
|
|
$
|
1,848
|
|
|
$
|
(9,040
|
)
|
Adjustment for dilutive securities on net income:
|
|
|
|
|
|
|
||
Net income reallocated to participating securities
|
|
1,513
|
|
|
—
|
|
||
Income (loss) available for distribution - diluted
|
|
$
|
3,361
|
|
|
$
|
(9,040
|
)
|
|
|
|
|
|
|
|
||
Weighted average number of shares
|
|
|
|
|
|
|
||
Basic shares outstanding
|
|
25,663
|
|
|
25,321
|
|
||
Dilutive effect related to employee stock plans
|
|
375
|
|
|
—
|
|
||
Dilutive effect related to preferred stock
|
|
21,021
|
|
|
—
|
|
||
Diluted shares outstanding
|
|
47,059
|
|
|
25,321
|
|
||
|
|
|
|
|
||||
Net income (loss) per share - basic
|
|
$
|
0.07
|
|
|
$
|
(0.36
|
)
|
Net income (loss) per share - diluted
|
|
$
|
0.07
|
|
|
$
|
(0.36
|
)
|
|
|
Three Months Ended December 31,
|
||||
|
|
2019
|
|
2018
|
||
|
|
(In thousands)
|
||||
Outstanding stock-based grants
|
|
—
|
|
|
307
|
|
Convertible preferred stock
|
|
—
|
|
|
21,021
|
|
|
|
—
|
|
|
21,328
|
|
|
|
Three Months Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Revenues
|
|
|
|
|
||||
Postsecondary education
|
|
$
|
83,320
|
|
|
$
|
79,224
|
|
Other
|
|
3,914
|
|
|
3,826
|
|
||
Consolidated
|
|
$
|
87,234
|
|
|
$
|
83,050
|
|
Income (loss) from operations
|
|
|
|
|
||||
Postsecondary education
|
|
$
|
4,601
|
|
|
$
|
(6,231
|
)
|
Other
|
|
(347
|
)
|
|
(974
|
)
|
||
Consolidated
|
|
$
|
4,254
|
|
|
$
|
(7,205
|
)
|
Depreciation and amortization(1)
|
|
|
|
|
||||
Postsecondary education
|
|
$
|
2,971
|
|
|
$
|
3,828
|
|
Other
|
|
42
|
|
|
47
|
|
||
Consolidated
|
|
$
|
3,013
|
|
|
$
|
3,875
|
|
Net loss
|
|
|
|
|
||||
Postsecondary education
|
|
$
|
5,031
|
|
|
$
|
(6,839
|
)
|
Other
|
|
(347
|
)
|
|
(878
|
)
|
||
Consolidated
|
|
$
|
4,684
|
|
|
$
|
(7,717
|
)
|
|
|
|
|
|
||||
|
|
|
|
|
||||
|
|
December 31, 2019
|
|
September 30, 2019
|
||||
Goodwill
|
|
|
|
|
||||
Postsecondary education
|
|
$
|
8,222
|
|
|
$
|
8,222
|
|
Other
|
|
—
|
|
|
—
|
|
||
Consolidated
|
|
$
|
8,222
|
|
|
$
|
8,222
|
|
Total assets
|
|
|
|
|
||||
Postsecondary education
|
|
$
|
375,364
|
|
|
$
|
263,974
|
|
Other
|
|
6,697
|
|
|
6,552
|
|
||
Consolidated
|
|
$
|
382,061
|
|
|
$
|
270,526
|
|
•
|
For the three months ended December 31, 2019 and 2018, the Bloomfield, New Jersey campus had revenues of $4.1 million and $1.9 million, respectively, and direct costs of $2.4 million and $2.0 million, respectively. We incurred net income of $1.8 million compared to a net operating loss of less than $0.1 million for the comparable period in the prior year.
|
•
|
For the three months ended December 31, 2019 and 2018, the Norwood, Massachusetts campus had revenues of $0.8 million and $2.5 million, respectively, and direct costs of $1.6 million and $2.5 million, respectively. We incurred a net loss of $0.8 million compared to a net operating loss of less than $0.1 million for the comparable period in the prior year. For further discussion, see the Current Report on Form 8-K filed with the SEC on February 19, 2019. See Note 5 of the notes to our condensed consolidated financial statements within this Report on Form 10-Q for further discussion of postemployment benefits.
|
•
|
Expanding into new geographic markets either organically or through strategic acquisitions;
|
•
|
Offering new programs, such as expanding our welding program to our Dallas Ft. Worth, Texas campus in fiscal 2019, and to our Houston, Texas campus in fiscal 2020, and offering associate level degree programs at additional campus locations;
|
•
|
Maintaining and expanding relationships with OEM partners and other employers to provide career opportunities and tuition reimbursement for our graduates;
|
•
|
Identifying and executing on a variety of affordability initiatives for our students, including employer financial support and institutional scholarships and grants;
|
•
|
Shifting perceptions and building advocacy with key policy makers and influencers; and
|
•
|
Rationalizing and optimizing our real estate footprint to improve utilization and reduce cost.
|
|
|
Three Months Ended December 31,
|
||||
|
|
2019
|
|
2018
|
||
Revenues
|
|
100.0
|
%
|
|
100.0
|
%
|
Operating expenses:
|
|
|
|
|
||
Educational services and facilities
|
|
49.2
|
%
|
|
55.1
|
%
|
Selling, general and administrative
|
|
46.0
|
%
|
|
53.6
|
%
|
Total operating expenses
|
|
95.2
|
%
|
|
108.7
|
%
|
Income (loss) from operations
|
|
4.8
|
%
|
|
(8.7
|
)%
|
Interest income
|
|
0.4
|
%
|
|
0.5
|
%
|
Interest expense
|
|
—
|
%
|
|
(1.0
|
)%
|
Other income, net
|
|
0.2
|
%
|
|
—
|
%
|
Total other income (expense), net
|
|
0.6
|
%
|
|
(0.5
|
)%
|
Income (loss) before income taxes
|
|
5.4
|
%
|
|
(9.2
|
)%
|
Income tax expense
|
|
0.1
|
%
|
|
0.2
|
%
|
Net income (loss)
|
|
5.3
|
%
|
|
(9.4
|
)%
|
Preferred stock dividends
|
|
1.5
|
%
|
|
1.6
|
%
|
Income (loss) available for distribution
|
|
3.8
|
%
|
|
(11.0
|
)%
|
|
|
Three Months Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In thousands)
|
||||||
Salaries expense
|
|
$
|
19,270
|
|
|
$
|
20,096
|
|
Employee benefits and tax
|
|
3,041
|
|
|
3,960
|
|
||
Bonus expense
|
|
185
|
|
|
168
|
|
||
Compensation and related costs
|
|
22,496
|
|
|
24,224
|
|
||
Depreciation and amortization expense
|
|
2,966
|
|
|
3,775
|
|
||
Occupancy costs
|
|
9,838
|
|
|
9,027
|
|
||
Other educational services and facilities expense
|
|
3,151
|
|
|
3,374
|
|
||
Contract service expense
|
|
709
|
|
|
1,040
|
|
||
Student expense
|
|
605
|
|
|
784
|
|
||
Taxes and licensing expense
|
|
654
|
|
|
902
|
|
||
Supplies and maintenance expense
|
|
2,457
|
|
|
2,609
|
|
||
|
|
$
|
42,876
|
|
|
$
|
45,735
|
|
•
|
Salaries expense decreased $0.8 million for the three months ended December 31, 2019. The decrease was attributable to lower headcount compared to the prior year.
|
•
|
Employee benefits and tax decreased $1.0 million for three months ended December 31, 2019. The decrease was due to lower headcount and lower cost per employee from implementing new benefit plans in the first quarter of fiscal 2020.
|
|
Three Months Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Salaries expense
|
$
|
15,670
|
|
|
$
|
14,911
|
|
Employee benefits and tax
|
3,096
|
|
|
3,531
|
|
||
Bonus expense
|
4,004
|
|
|
2,662
|
|
||
Stock-based compensation
|
14
|
|
|
694
|
|
||
Compensation and related costs
|
22,784
|
|
|
21,798
|
|
||
Advertising expense
|
9,453
|
|
|
10,583
|
|
||
Contract services expense
|
1,120
|
|
|
5,453
|
|
||
Depreciation and amortization expense
|
370
|
|
|
381
|
|
||
Professional services expense
|
1,019
|
|
|
682
|
|
||
Other selling, general and administrative expenses
|
5,358
|
|
|
5,623
|
|
||
|
$
|
40,104
|
|
|
$
|
44,520
|
|
•
|
Salaries expense increased by $0.8 million for the three months ended December 31, 2019. The increase was primarily attributable to cost from the October 2019 retirement of Kimberly J. McWaters, our former President and Chief Executive Officer. The increase was partially offset by lower headcount compared to the prior year.
|
•
|
Employee benefits and tax decreased $0.4 million for the three months ended December 31, 2019. The decrease was due to lower headcount and lower cost per employee from implementing new benefit plans in the first quarter of fiscal 2020.
|
•
|
Bonus expense increased by $1.3 million for the three months ended December 31, 2019. The increase in bonus expense was the result of improved Company performance.
|
|
|
Three Months Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
|
||||||
Net income (loss)
|
|
$
|
4,684
|
|
|
$
|
(7,717
|
)
|
Interest income
|
|
(336
|
)
|
|
(403
|
)
|
||
Interest expense
|
|
—
|
|
|
814
|
|
||
Income tax expense
|
|
84
|
|
|
133
|
|
||
Depreciation and amortization (1)
|
|
3,342
|
|
|
4,258
|
|
||
EBITDA
|
|
$
|
7,774
|
|
|
$
|
(2,915
|
)
|
•
|
The decrease in receivables resulted in a cash inflow of $4.1 million and was primarily attributable to the timing of Title IV disbursements and other cash receipts on behalf of our students;
|
•
|
The decrease in accounts payable and accrued expenses resulted in a cash outflow of $1.9 million primarily related to the timing of payments for payroll and bonuses;
|
•
|
The decrease in lease liability resulted in a cash outflow of $6.5 million for rent payments; and
|
•
|
The decrease in other liabilities resulted in a cash outflow of $1.1 million due to timing of payments for incentive compensation.
|
•
|
The decrease in receivables resulted in a cash inflow of $6.2 million and was primarily attributable to the timing of Title IV disbursements and other cash receipts on behalf of our students;
|
•
|
The increase in deferred revenue resulted in a cash inflow of $3.1 million and was primarily attributable to the timing of student starts, the number of students in school and where they were at period end in relation to completion of their program at December 31, 2018, as compared to September 30, 2018;
|
•
|
The decrease in accounts payable and accrued expenses resulted in a cash outflow of $1.6 million primarily related to the timing of payments; and
|
•
|
The increase in prepaid expenses and other current assets resulted in a cash outflow of $1.2 million primarily related to the timing of payments.
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
||||||||||||||
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans Or Programs
(In thousands) |
||||||
Tax Withholdings
|
|
|
|
|
|
|
|
|
||||||
October 1-31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
November 1-30, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
December 1-31, 2019
|
|
67,967
|
|
|
$
|
5.61
|
|
|
—
|
|
|
$
|
—
|
|
Total
|
|
67,967
|
|
|
$
|
5.61
|
|
|
—
|
|
|
$
|
—
|
|
Number
|
|
Description
|
|
Retirement Agreement and Release of Claims, dated October 31, 2019, by and between the Registrant and Kimberly J. McWaters, as amended. (Incorporated by reference to Exhibit 10.16 to the Form 10-K filed by the Registrant on December 6, 2019.)
|
|
|
Employment Agreement, dated November 1, 2019, by and between the Registrant and Jerome A. Grant. (Incorporated by reference to Exhibit 10.2 to the Form 8-K filed by Registrant on October 21, 2019.)
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
|
|
|
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.)
|
|
|
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 December 31, 2019, formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Loss; (iii) Condensed Consolidated Statements of Comprehensive Loss; (iv) Condensed Consolidated Statement of Shareholders’ Equity; (v) Condensed Consolidated Statements of Cash Flows; and (v) Notes to Condensed Consolidated Financial Statements.
|
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.
|