0001261654FALSE00012616542024-11-202024-11-20
____________________________________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 20, 2024
UNIVERSAL TECHNICAL INSTITUTE, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 1-31923 | 86-0226984 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| | | | | |
4225 E. Windrose Drive, Suite 200 Phoenix, AZ (Address of principal executive offices) | 85032 (Zip Code) |
(623) 445-9500
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share | UTI | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
☐ Emerging growth company
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial Condition.
On November 20, 2024, Universal Technical Institute, Inc. (the "Company") issued a press release reporting fourth quarter and full year results for fiscal 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference.
Item 7.01. Regulation FD Disclosure.
The Company also posted to the investor relations section of its website (https://investor.uti.edu): (i) an investor presentation (the “Investor Presentation”), furnished herewith as Exhibit 99.2, and (ii) and a financial supplement, furnished herewith as Exhibit 99.3 (the “Financial Supplement”). Each of the Investor Presentation and the Financial Supplement will be used by the Company during meetings with investors and analysts. This information may be amended or updated at any time and from time to time through another Current Report on Form 8-K, a later company filing, or other means.
The information in Item 2.02 and Item 7.01 of this Form 8-K, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits | | | | | | | | | | | |
| | | | |
| Exhibit No. | | Description | |
| | | |
| 99.1 | | | |
| 99.2 | | | |
| 99.3 | | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | | | | | | | | | | | | | | |
| | | | | |
| | | UNIVERSAL TECHNICAL INSTITUTE, INC. |
| | | | | |
| November 20, 2024 | | By: | | /s/ Christine C.S. Kline |
| | | Name: | | Christine C.S. Kline |
| | | Title: | | Interim Chief Financial Officer and Chief Accounting Officer |
Exhibit 99.1
Universal Technical Institute Reports Fiscal Year 2024 Fourth Quarter and Year-End Results
PHOENIX, ARIZ. - November 20, 2024 - Universal Technical Institute, Inc. (NYSE: UTI), a leading workforce solutions provider of transportation, skilled trades and healthcare education programs, reported financial results for the fiscal 2024 fourth quarter and the full year ended September 30, 2024. Universal Technical Institute, Inc. operates in two reportable segments, Universal Technical Institute (UTI) and Concorde Career Colleges (Concorde), and together with its segments and subsidiaries is referred to as the “Company,” “we,” “us” or “our.”
•Met or surpassed fiscal year 2024 guidance ranges for all key financial metrics.
•Full year revenue of $732.7 million in 2024, an increase of 20.6% over the prior year, with the UTI division contributing $486.4 million and the Concorde division contributing $246.3 million.
•Full year net income was $42.0 million, an increase of 240.9% over the prior year.
•Full year adjusted EBITDA(1) was $102.9 million, an increase of 60.1% over the prior year.
•Full year total new student starts of 26,885, an increase of 18.9% over the prior year, with UTI contributing 15,138 and Concorde contributing 11,747.
•Established fiscal 2025 full year guidance ranges including revenue of $800-$815 million, net income of $52-56 million and adjusted EBITDA of $120-$124 million.
“We concluded the first stage of our North Star Strategy in fiscal 2024 achieving both strong results and momentum,” said Jerome Grant, CEO of Universal Technical Institute, Inc. “We met or exceeded guidance across all key metrics with full year revenue and adjusted EBITDA increasing over 21% and 60% year-over-year, respectively. These results reflect our consistent execution on the growth, diversification, and optimization tenets of our strategic plan as we continue ramping newly launched programs across both divisions, while further improving margins through workforce and facilities optimization.
“Building on the momentum generated this year, fiscal 2025 is on track to be another year of impressive growth as we enter Phase II of the North Star Strategy. We remain confident in achieving year-over-year revenue and adjusted EBITDA growth of at least 10% and 19%, respectively. We are beginning this next phase of our growth and diversification strategy with the Company positioned stronger than ever to drive long-term value for our shareholders.”
Financial Results for the Three-Month Period Ended September 30, 2024 Compared to 2023
•Revenues increased 15.3% to $196.4 million, compared to $170.3 million.
•Operating expenses increased 6.5% to $170.3 million, compared to $160.0 million.
•Operating income was $26.0 million compared to $10.3 million.
•Net income was $18.8 million compared to $6.7 million.
•Basic and diluted earnings per share (EPS) were $0.35 and $0.34, respectively, compared to $0.10.
•Adjusted EBITDA(1) increased 94.6% to $37.3 million, compared to $19.2 million.
•New student starts of 11,492 compared to 10,392.
UTI
•Revenues of $130.5 million, a 13.2% increase from the comparable period revenues of $115.3 million, due primarily to growth in average full-time active students.
•Operating expenses were $100.1 million, compared to $100.8 million. Expenses remained nearly flat despite expenses incurred during the current year for the new program launches.
•Adjusted EBITDA(1) increased 74.3% to $37.5 million compared to $21.5 million.
•New student starts increased 8.7% to 7,068, while average full-time active students increased 9.2%.
Concorde
•Revenues of $65.8 million, an increase of 19.7% over the comparable period revenues of $55.0 million, due primarily to growth in average full-time active students.
•Operating expenses were $59.1 million, compared to $51.8 million. The increase was primarily due to growth in average full-time active students and additional expenses incurred during the current year related to new program launches.
•Adjusted EBITDA(1) increased 108.0% to $8.3 million compared to $4.0 million.
•New student starts increased 13.7% to 4,424, while average full-time active students increased 13.8%.
Financial Results for the Year Ended September 30, 2024 Compared to 2023(2)
•Revenues increased 20.6% to $732.7 million, which exceeded our updated full-year guidance range of $720-730 million, compared to $607.4 million primarily due to growth in average full-time active students at both UTI and Concorde and the inclusion of two additional months of revenue for Concorde(2).
•Operating expenses increased 15.0% to $673.8 million, compared to $586.0 million, primarily due to the growth in average full-time active students at both UTI and Concorde, costs associated with program expansions and the inclusion of two additional months of expenses for Concorde(2).
•Operating income increased 175.2% to $58.9 million compared to $21.4 million.
•Net income was $42.0 million compared to $12.3 million.
•Basic and diluted EPS were $0.77 and $0.75, respectively, compared to $0.13.
•Adjusted EBITDA(1) increased 60.1% to $102.9 million, which was within the updated full year guidance range of $102-104 million, compared to $64.2 million.
•Net cash provided by operating activities increased 74.8% to $85.9 million compared to $49.1 million.
•Adjusted free cash flow(1) was $73.5 million, exceeding the full year guidance range of $62-66 million.
•New student starts of 26,885, exceeding our updated full year guidance range of 25,500-26,500.
UTI
•Revenues of $486.4 million, an increase of 13.3% over the prior year revenues of $429.3 million due to the growth in average full-time active students.
•Operating expenses were $408.6 million, compared to $386.6 million. The increase was primarily due to the growth in average full-time active students and expenses incurred during the current year for new program launches completed and currently underway.
•Adjusted EBITDA(1) increased 45.4% to $104.1 million compared to $71.6 million.
•New student starts increased 6.7% to 15,138, while average full-time active students increased 9.5%.
Concorde(2)
•Revenues of $246.3 million, an increase of 38.3% over the prior year revenues of $178.1 million due to the inclusion of two additional months of revenue during the current year, along with growth in average full-time active students.
•Operating expenses were $225.5 million compared to $167.6 million. The increase was due to the inclusion of two additional months of expenses during the current year and additional expenses related to higher average students and program launches.
•Adjusted EBITDA(1) increased 73.8% to $28.3 million compared to $16.3 million.
•New student starts increased 39.3% to 11,747, partially due to the inclusion of two additional months during the current year, while average full-time active students increased 10.7%.
Balance Sheet and Liquidity
At September 30, 2024, our total available liquidity was $230.9 million, including $69.0 million available from the revolving credit facility. Total debt at September 30, 2024 was $125.7 million, including $56.0 million drawn on the revolving credit facility. For fiscal 2024, the Company incurred $24.3 million of cash capital expenditures ("capex") driven primarily by investments in program expansions for both UTI and Concorde, along with spending associated with curriculum and equipment refresh and upgrades, facility and leasehold improvements, and IT investments.
Fiscal 2025 Financial Outlook
“Our financial performance in fiscal 2024 underscores UTI’s disciplined approach to growth and operational efficiency as we have met or exceeded guidance across all core metrics for both the quarter and full year,” said Christine Kline, Interim CFO of Universal Technical Institute, Inc. “The Concorde division continued to surpass expectations driven by program expansions and newer programs maturing, as well as increased marketing and admissions spend, all of which boosted student growth. The UTI division delivered year-over-year growth in average full-time active students supported by continued growth across the programs launched in the current and prior year.
“Entering fiscal 2025, we are pleased to announce our formal guidance ranges for the fiscal year. With Phase II of our North Star strategy now underway, we’re well positioned to deliver continued sustainable growth through campus and program expansion initiatives, increased workforce and resource optimizations, and enhanced marketing and admissions yield. Furthermore, our balance sheet remains strong, allowing us to actively evaluate all growth opportunities.”
| | | | | | | | | | | | | | | | | |
| FY 2024 | | FY 2025 | | Year-Over-Year |
| ($ in millions excluding new student starts and EPS) | Actuals | | Guidance | | Growth(3) |
| New student starts | 26,885 | | | 28,000 - 29,000 | | 6 | % |
| Revenue | $732.7 | | $800 - 815 | | 10 | % |
| Net Income | $42.0 | | $52 - 56 | | 29 | % |
| Diluted EPS | $0.75 | | $0.93 - 1.01 | | 29 | % |
Adjusted EBITDA(1)(4) | $102.9 | | $120 - 124 | | 19 | % |
Adjusted free cash flow(1)(4)(5) | $73.5 | | $58 - 62 | | (18) | % |
(1) See the "Use of Non-GAAP Financial Information" below. For a detailed reconciliation of the non-GAAP measures, see the tables following the earnings release.
(2) Fiscal 2023 reflects UTI results for the full year and Concorde results beginning December 1, 2022. Total company year-over-year comparisons are shown on an "as-reported basis."
(3) Year-over-year growth percentages are calculated using the fiscal 2025 guidance midpoint.
(4) Beginning in FY2025, growth investments for program expansion and new campus initiatives will no longer be included as add-backs in Adjusted EBITDA and Adjusted free cash flow calculations, affecting the year-over-year comparability.
(5) Includes $24.3 million of total capex for FY2024 primarily related to program expansions and a consistent level of annual maintenance capex. For FY 2025, assumes approximately $55M of total capex, including investments for new campus launches and program expansions, and maintenance capex.
For the Company's most recent investor presentation and quarterly financial supplement, please see its investor relations website at https://investor.uti.edu.
Conference Call
Management will hold a conference call to discuss the financial results for the fiscal 2024 fourth quarter and full year ended September 30, 2024, on Wednesday, November 20, 2024 at 4:30 pm EST.
To participate in the live call, investors are invited to dial (844) 881-0138 (domestic) or (412) 317-6790 (international). A live webcast of the call will be available via the Universal Technical Institute investor relations website at https://investor.uti.edu. Please go to the website at least 10 minutes early to register, download and install any necessary audio software. The conference call webcast will be archived for fourteen days at https://investor.uti.edu or the telephone replay can be accessed through December 4, 2024, by dialing (877) 344-7529 (domestic) or (412) 317-0088 (international) and entering passcode 8876412.
Use of Non-GAAP Financial Information
In addition to disclosing financial results that are determined in accordance with U.S. generally accepted accounting principles ("GAAP"), the Company also discloses certain non-GAAP financial information in this press release and may similarly disclose non-GAAP financial information on the related conference call. These financial measures are not recognized measures under GAAP and are not intended to be and should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The Company discloses these non-GAAP financial measures because it believes that they provide investors an additional analytical tool to clarify its results of operations and identify underlying trends. Additionally, the Company believes that these measures may also help investors compare its performance on a consistent basis across time
periods. Additional details on our non-GAAP measures and the tables reconciling these measures to the most directly comparable GAAP measure are provided below.
Adjusted EBITDA
The Company defines adjusted EBITDA as net income (loss) before interest expense, interest income, income taxes, depreciation and amortization, adjusted for stock-based compensation expense and items not considered normal recurring operations.
Adjusted Free Cash Flow
The Company defines adjusted free cash flow as net cash provided by (used in) operating activities less capital expenditures, adjusted for items not considered normal recurring operations.
Management utilizes adjusted figures as performance measures internally for operating decisions, strategic planning, annual budgeting and forecasting. For the periods presented, our adjustments for items that management does not consider to be normal recurring operations include:
•Acquisition-related costs: We have excluded costs associated with both potential and announced acquisitions to allow for comparable financial results to historical operations and forward-looking guidance.
•Integration-related costs for completed acquisitions: We have excluded integration costs related to business structure realignment and new programs for recent acquisitions to allow for comparable financial results to historical operations and forward-looking guidance. In addition, the nature and amount of such charges vary significantly based on the size and timing of the programs. By excluding the referenced expenses from our non-GAAP financial measures, our management is able to further evaluate our ability to utilize existing assets and estimate their long-term value. Furthermore, our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance.
•One-time costs associated with new campus openings: During fiscal 2022, we opened new campus locations in Austin, Texas and Miramar, Florida. We continued to incur one-time costs during fiscal 2023 for the campus opening as we completed the build-out of the remaining programs in the new facilities. We disclose any campus adjustments as direct costs (net of any corporate allocations). Outfitting a new campus requires significant facility improvements and modifications, and the purchase of technical equipment and training aids necessary for teaching our programs, the combination of which requires a significant investment by the Company which would not be considered part of normal recurring operations.
•Restructuring charges: In December 2023, we announced plans to consolidate the two Houston, Texas campus locations to align the curriculum, student facing systems, and support services to better serve students seeking careers in in-demand fields. As part of the transition, the MIAT Houston campus, acquired in November 2021, began a phased teach-out in May 2024, and such campus began operating under the UTI brand. MIAT-Houston students who have not completed their programs before their program’s teach-out date may enroll at UTI-Houston to complete their program. Both facilities will remain in use post-consolidation.
•Facility lease accounting adjustments: During 2022, as part of our facility optimization project, we recorded lease accounting adjustments for lease termination payments associated with our Orlando, Florida and MMI Phoenix, Arizona campuses and a non-cash lease adjustment when we purchased our Lisle, Illinois campus. During 2024, we recorded a lease accounting adjustment for a lease termination payment for the previous Concorde corporate offices. These adjustments are not considered part of normal recurring operations.
•Costs related to the purchase of our campuses: We lease the majority of our campus locations. Over the past three years due to shifts within the real estate environment, we have been presented with the opportunity to purchase three of our campus locations. These purchases are significant capital expenditures and not considered part of normal recurring operations.
To obtain a complete understanding of our performance, these measures should be examined in connection with net income (loss) and net cash provided by (used in) operating activities, determined in accordance with GAAP, as presented in the financial statements and notes thereto included in the annual and quarterly filings with the Securities and Exchange Commission (“SEC”). Because the items excluded from these non-GAAP measures are significant components in understanding and assessing our financial performance under GAAP, these measures
should not be considered to be an alternative to net income (loss) or net cash provided by (used in) operating activities as a measure of our operating performance or liquidity. Exclusion of items in the non-GAAP presentation should not be construed as an inference that these items are unusual, infrequent or non-recurring. Other companies, including other companies in the education industry, may define and calculate non-GAAP financial measures differently than we do, limiting their usefulness as a comparative measure across similarly titled performance measures presented by other companies. A reconciliation of the historical non-GAAP financial measures to the most directly comparable GAAP measures is provided below and investors are encouraged to review the reconciliations.
Forward Looking Statements
All statements contained in this press release and the related conference call, other than statements of historical fact, are "forward-looking" statements within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). These forward-looking statements which address our expected future business and financial performance, may contain words such as "goal," "target," "future," "estimate," "expect," "anticipate," "intend," "plan," "believe," "seek," "project," "may," "should," "will," the negative form of these expressions or similar expressions. Examples of forward-looking statements include, among others, statements regarding (1) the Company’s expectation that it will meet its fiscal year 2025 guidance for new student start growth, revenue growth, net income, diluted earnings per share, Adjusted EBITDA and Adjusted Free Cash Flow; (2) the Company’s expectation that it will continue to expand its value proposition and build a business that can grow in double digits with potential upside, regardless of the economic environment; and (3) the Company’s expectation that it will succeed in new program launches next year. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could affect our actual results include, among other things, failure of our schools to comply with the extensive regulatory requirements for school operations; our failure to maintain eligibility for or our ability to process federal student financial assistance funds; the effect of current and future Title IV Program regulations arising out of negotiated rulemakings, including any potential reductions in funding or restrictions on the use of funds received through Title IV Programs; the effect of future legislative or regulatory initiatives related to veterans’ benefit programs; continued Congressional examination of the for-profit education sector; regulatory investigations of, or actions commenced against, us or other companies in our industry; changes in the state regulatory environment or budgetary constraints; our failure to execute on our growth and diversification strategy, including effectively identifying, establishing and operating additional schools, programs or campuses; our failure to realize the expected benefits of our acquisitions, or our failure to successfully integrate our acquisitions.; our failure to improve underutilized capacity at certain of our campuses; enrollment declines or challenges in our students’ ability to find employment as a result of macroeconomic conditions; our failure to maintain and expand existing industry relationships and develop new industry relationships; our ability to update and expand the content of existing programs and develop and integrate new programs in a timely and cost-effective manner while maintaining positive student outcomes; a loss of our senior management or other key employees; failure to comply with the restrictive covenants and our ability to pay the amounts when due under the credit agreement; the effect of our principal stockholder owning a significant percentage of our capital stock, and thus being able to influence certain corporate matters and the potential in the future to gain substantial control over our company; the effect of public health pandemics, epidemics or outbreak, including COVID-19, and other risks that are described from time to time in our public filings. Further information on these and other potential factors that could affect the financial results or condition may be found in the company's filings with the SEC. Any forward-looking statements made by us in this press release and the related conference call are based only on information currently available to us and speak only as of the date on which it is made. We expressly disclaim any obligation to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, changes in expectations, any changes in events, conditions or circumstances, or otherwise.
Social Media Disclosure
Universal Technical Institute (UTI) uses its websites (https://www.uti.edu/ and https://investor.uti.edu/) and LinkedIn page (https://www.linkedin.com/school/universal-technical-institute/) as channels of distribution of information about its programs, its planned financial and other announcements, its attendance at upcoming investor and industry conferences, and other matters. Such information may be deemed material information, and UTI may use these channels to comply with its disclosure obligations under Regulation FD. Therefore, investors should monitor the company's website and its social media accounts in addition to following the company's press releases, SEC filings, public conference calls, and webcasts.
About Universal Technical Institute, Inc.
Universal Technical Institute, Inc. (NYSE: UTI) was founded in 1965 and is a leading workforce solutions provider of transportation, skilled trades and healthcare education programs, whose mission is to serve students, partners, and communities by providing quality education and support services for in-demand careers across a number of highly-skilled fields. The Company is comprised of two divisions: Universal Technical Institute ("UTI") and Concorde Career Colleges ("Concorde"). UTI operates 16 campuses located in nine states and offers a wide range of transportation and skilled trades technical training programs under brands such as UTI, MIAT College of Technology, Motorcycle Mechanics Institute, Marine Mechanics Institute and NASCAR Technical Institute. Concorde operates across 17 campuses in eight states, offering programs in the Allied Health, Dental, Nursing, Patient Care and Diagnostic fields. For more information, visit www.uti.edu or www.concorde.edu, or visit us on LinkedIn at @UniversalTechnicalInstitute and @Concorde Career Colleges or on Twitter @news_UTI or @ConcordeCareer.
Company Contact:
Christine Kline
Interim Chief Financial Officer and Chief Accounting Officer
Universal Technical Institute, Inc.
(623) 445-9464
Media Contact:
Susan Aspey
Vice President, Corporate Affairs & External Communications
Universal Technical Institute, Inc.
(202) 549-0534
saspey@uti.edu
Investor Relations Contact:
Matt Glover or Cody Cree
Gateway Group, Inc.
(949) 574-3860
UTI@gateway-grp.com
(Tables Follow)
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Twelve Months Ended |
| September 30, | | September 30, |
| | 2024 | | 2023 | | 2024 | | 2023 |
| Revenues | $ | 196,358 | | | $ | 170,298 | | | $ | 732,687 | | | $ | 607,408 | |
| Operating expenses: | | | | | | | |
| Educational services and facilities | 99,355 | | | 93,155 | | | 384,529 | | | 329,870 | |
| Selling, general and administrative | 70,981 | | | 66,804 | | | 289,267 | | | 256,139 | |
| | | | | | | |
| Total operating expenses | 170,336 | | | 159,959 | | | 673,796 | | | 586,009 | |
| Income from operations | 26,022 | | | 10,339 | | | 58,891 | | | 21,399 | |
| Other (expense) income: | | | | | | | |
| Interest income | 1,472 | | | 1,601 | | | 6,314 | | | 5,861 | |
| Interest expense | (2,267) | | | (2,639) | | | (9,471) | | | (9,656) | |
| | | | | | | |
| Other income (expense) | 143 | | | (57) | | | 496 | | | 483 | |
| Total other (expense) income, net | (652) | | | (1,095) | | | (2,661) | | | (3,312) | |
| Income before income taxes | 25,370 | | | 9,244 | | | 56,230 | | | 18,087 | |
| Income tax expense | (6,530) | | | (2,541) | | | (14,229) | | | (5,765) | |
| Net income | 18,840 | | | 6,703 | | | 42,001 | | | 12,322 | |
| Preferred stock dividends | — | | | (1,278) | | | (1,097) | | | (5,069) | |
| Income available for distribution | 18,840 | | | 5,425 | | | 40,904 | | | 7,253 | |
| Income allocated to participating securities | — | | | (2,025) | | | (2,855) | | | (2,712) | |
| Net income available to common shareholders | $ | 18,840 | | | $ | 3,400 | | | $ | 38,049 | | | $ | 4,541 | |
| | | | | | | |
| Earnings per share: | | | | | | | |
| Net income per share - basic | $ | 0.35 | | | $ | 0.10 | | | $ | 0.77 | | | $ | 0.13 | |
| Net income per share - diluted | $ | 0.34 | | | $ | 0.10 | | | $ | 0.75 | | | $ | 0.13 | |
| | | | | | | |
Weighted average number of shares outstanding(1): | | | | | | | |
| Basic | 53,813 | | | 34,070 | | | 49,429 | | | 33,985 | |
| Diluted | 55,404 | | | 34,824 | | | 50,851 | | | 34,479 | |
(1) On December 18, 2023, the Company exercised in full its right of conversion of the Company’s Series A Preferred Stock which resulted in the conversion of all outstanding Series A Preferred shares into 19,296,843 shares of Common Stock. As of September 30, 2024 there were 53,816,995 shares of Common Stock outstanding.
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value and per share amounts)
(Unaudited)
| | | | | | | | | | | | |
| September 30, 2024 | | September 30, 2023 | |
| Assets | | |
| Cash and cash equivalents | $ | 161,900 | | | $ | 151,547 | | |
| Restricted cash | 5,572 | | | 5,377 | | |
| | | | |
| | | | |
| Receivables, net | 31,096 | | | 25,161 | | |
| Notes receivable, current portion | 6,200 | | | 5,991 | | |
| | | | |
| Prepaid expenses | 11,945 | | | 9,412 | | |
| Other current assets | 5,238 | | | 7,497 | | |
| Total current assets | 221,951 | | | 204,985 | | |
| | | | |
| Property and equipment, net | 264,797 | | | 266,346 | | |
| Goodwill | 28,459 | | | 28,459 | | |
| Intangible assets, net | 18,229 | | | 18,975 | | |
| Notes receivable, less current portion | 36,267 | | | 30,672 | | |
| Right-of-use assets for operating leases | 158,778 | | | 176,657 | | |
| Deferred tax assets | 3,563 | | | 3,768 | | |
| Other assets | 12,531 | | | 10,823 | | |
| Total assets | $ | 744,575 | | | $ | 740,685 | | |
| Liabilities and Shareholders’ Equity | | | | |
| Accounts payable and accrued expenses | $ | 83,866 | | | $ | 69,941 | | |
| | | | |
| Deferred revenue | 92,538 | | | 85,738 | | |
| | | | |
| Operating lease liability, current portion | 22,210 | | | 22,481 | | |
| | | | |
| Long-term debt, current portion | 2,697 | | | 2,517 | | |
| Other current liabilities | 3,652 | | | 4,023 | | |
| Total current liabilities | 204,963 | | | 184,700 | | |
| Deferred tax liabilities | 4,696 | | | 663 | | |
| Operating lease liability | 146,831 | | | 165,026 | | |
| Long-term debt | 123,007 | | | 159,600 | | |
| | | | |
| | | | |
| Other liabilities | 4,847 | | | 4,729 | | |
| Total liabilities | 484,344 | | | 514,718 | | |
| Commitments and contingencies | | | | |
| Shareholders’ equity: | | | | |
Common stock, $0.0001 par value, 100,000 shares authorized, 53,899 and 34,157 shares issued, and 53,817 and 34,075 shares outstanding as of September 30, 2024 and 2023, respectively | 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 as of September 30, 2024 and 2023, respectively | — | | | — | | |
| Paid-in capital - common | 220,976 | | | 151,439 | | |
| Paid-in capital - preferred | — | | | 66,481 | | |
Treasury stock, at cost, 82 shares as of September 30, 2024 and 2023 | (365) | | | (365) | | |
| Retained earnings | 38,509 | | | 5,946 | | |
| Accumulated other comprehensive income | 1,106 | | | 2,463 | | |
| Total shareholders’ equity | 260,231 | | | 225,967 | | |
| Total liabilities and shareholders’ equity | $ | 744,575 | | | $ | 740,685 | | |
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
| | | | | | | | | | | | | | |
| | Year Ended September 30, |
| | 2024 | | 2023 |
| Cash flows from operating activities: | | | | |
| Net income | | $ | 42,001 | | | $ | 12,322 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | |
| Depreciation and amortization | | 29,324 | | | 25,215 | |
| | | | |
| Amortization of right-of-use assets for operating leases | | 21,861 | | | 20,604 | |
| | | | |
| | | | |
| | | | |
| | | | |
| Provision for credit losses | | 7,547 | | | 3,319 | |
| Stock-based compensation | | 8,560 | | | 3,848 | |
| Deferred income taxes | | 4,439 | | | 4,636 | |
| | | | |
| Unrealized (loss) gain on interest rate swaps, net of taxes | | (1,357) | | | 250 | |
| | | | |
| Other, net | | 1,802 | | | 1,651 | |
| Changes in assets and liabilities: | | | | |
| Accounts and notes receivables | | (17,796) | | | (5,726) | |
| Prepaid expenses and other current assets | | (3,651) | | | (2,013) | |
| Accounts payable, accrued expenses and other current liabilities | | 10,998 | | | (5,885) | |
| Deferred revenue | | 6,800 | | | 11,370 | |
| | | | |
| | | | |
| Operating lease liability | | (22,449) | | | (20,474) | |
| All other assets and liabilities | | (2,184) | | | 31 | |
| Net cash provided by operating activities | | 85,895 | | | 49,148 | |
| Cash flows from investing activities: | | | | |
| Purchase of property and equipment | | (24,298) | | | (56,685) | |
| | | | |
| Proceeds received upon maturity of investments | | — | | | 29,000 | |
| | | | |
| | | | |
| | | | |
| Cash paid for acquisitions, net of cash acquired | | — | | | (16,381) | |
| | | | |
| | | | |
| | | | |
| Other investing activities | | 296 | | | — | |
| Net cash used in investing activities | | (24,002) | | | (44,066) | |
| Cash flows from financing activities: | | | | |
| Proceeds from revolving credit facility | | 41,000 | | | 89,484 | |
| | | | |
| Payments on revolving credit facility | | (75,000) | | | — | |
| Payment of term loans and finance leases | | (2,518) | | | (1,788) | |
| | | | |
| Preferred share repurchase | | (11,503) | | | — | |
| Payment of preferred stock cash dividend | | (1,097) | | | (5,069) | |
| Payment of payroll taxes on stock-based compensation through shares withheld | | (2,227) | | | (781) | |
| | | | |
| | | | |
| | | | |
| Net cash (used in) provided by financing activities | | (51,345) | | | 81,846 | |
| Change in cash, cash equivalents and restricted cash | | $ | 10,548 | | | $ | 86,928 | |
| 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 | | $ | 161,900 | | | $ | 151,547 | |
| Restricted cash, end of period | | 5,572 | | | 5,377 | |
| Cash, cash equivalents and restricted cash, end of period | | $ | 167,472 | | | $ | 156,924 | |
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
SELECTED SUPPLEMENTAL NON-FINANCIAL AND FINANCIAL INFORMATION BY SEGMENT
(In thousands, except for Student Metrics)
(Unaudited)
Student Metrics
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, 2024 | | | Three Months Ended September 30, 2023 |
| UTI | | Concorde | | Total | | | UTI | | Concorde | | Total |
| Total new student starts | 7,068 | | | 4,424 | | | 11,492 | | | | 6,500 | | | 3,892 | | | 10,392 | |
| Year-over-year growth (decline) | 8.7 | % | | 13.7 | % | | 10.6 | % | | | 9.0 | % | | | | 74.2 | % |
| Average full-time active students | 14,067 | | | 9,113 | | | 23,180 | | | | 12,883 | | | 8,008 | | | 20,891 | |
| Year-over-year growth (decline) | 9.2 | % | | 13.8 | % | | 11.0 | % | | | 1.4 | % | | | | 64.4 | % |
| End of period full-time active students | 15,873 | | | 9,747 | | | 25,620 | | | | 14,833 | | | 8,369 | | | 23,202 | |
| Year-over-year growth (decline) | 7.0 | % | | 16.5 | % | | 10.4 | % | | | 3.2 | % | | | | 61.3 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended September 30, 2024 | | | Year Ended September 30, 2023 |
| UTI | | Concorde | | Total | | | UTI | | Concorde | | Total |
| Total new student starts | 15,138 | | | 11,747 | | | 26,885 | | | | 14,181 | | | 8,432 | | | 22,613 | |
| Year-over-year growth (decline) | 6.7 | % | | 39.3 | % | | 18.9 | % | | | 6.0 | % | | | | 69.1 | % |
| Average full-time active students | 13,810 | | | 8,475 | | | 22,285 | | | | 12,614 | | | 7,654 | | | 20,268 | |
| Year-over-year growth (decline) | 9.5 | % | | 10.7 | % | | 10.0 | % | | | (1.7) | % | | | | 57.9 | % |
| End of period full-time active students | 15,873 | | | 9,747 | | | 25,620 | | | | 14,833 | | | 8,369 | | | 23,202 | |
| Year-over-year growth (decline) | 7.0 | % | | 16.5 | % | | 10.4 | % | | | 3.2 | % | | | | 61.3 | % |
Financial Summary by Segment and Consolidated
During fiscal 2023, in coordination with the integration of Concorde, we began to reassess our operating model to determine the organizational structure that would best help the Company achieve future growth goals and optimally support the business. Beginning in fiscal 2024, we have executed an internal reorganization to fully transition our operating and reporting model to support a multi-divisional business. As part of the internal reorganization, each of the reportable segments now have dedicated accounting, finance, information technology, and human resources teams. Additionally, human resources and information technology costs that benefit the entire organization are now allocated across UTI, Concorde and Corporate each period based upon relative headcount. As a result, additional costs have moved from Corporate into the UTI segment and to a lesser extent the Concorde segment as resources were redirected to support the segment’s objectives. Due to these changes in allocation methodology, the prior year segment amounts have been recast for comparability to the current year presentation.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, 2024 | | | Three Months Ended September 30, 2023 |
| | UTI | | Concorde | | Corporate | | Consolidated | | | UTI | | Concorde | | Corporate | | Consolidated |
| Revenue | | $ | 130,545 | | | $ | 65,813 | | | $ | — | | | $ | 196,358 | | | | $ | 115,332 | | | $ | 54,966 | | | $ | — | | | $ | 170,298 | |
| Total operating expenses | | 100,101 | | | 59,099 | | | 11,136 | | | 170,336 | | | | 100,843 | | | 51,837 | | | 7,279 | | | 159,959 | |
| Net income (loss) | | 28,760 | | | 6,777 | | | (16,697) | | | 18,840 | | | | 13,048 | | | 3,169 | | | (9,514) | | | 6,703 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Twelve Months Ended September 30, 2024 | | | Twelve Months Ended September 30, 2023 |
| | UTI | | Concorde | | Corporate | | Consolidated | | | UTI | | Concorde | | Corporate | | Consolidated |
| Revenue | | $ | 486,376 | | | $ | 246,311 | | | $ | — | | | $ | 732,687 | | | | $ | 429,317 | | | $ | 178,091 | | | $ | — | | | $ | 607,408 | |
| Total operating expenses | | 408,620 | | | 225,507 | | | 39,669 | | | 673,796 | | | | 386,555 | | | 167,558 | | | 31,896 | | | 586,009 | |
| Net income (loss) | | 71,646 | | | 21,048 | | | (50,693) | | | 42,001 | | | | 38,324 | | | 10,700 | | | (36,702) | | | 12,322 | |
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
SELECTED SUPPLEMENTAL NON-FINANCIAL AND FINANCIAL INFORMATION BY SEGMENT
(In thousands, except for Student Metrics)
(Unaudited)
Major Expense Categories by Segment and Consolidated
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, 2024 |
| UTI | | Concorde | | Corporate | | Consolidated |
| Salaries, benefits and tax expense | $ | 51,261 | | | $ | 31,799 | | | $ | 4,387 | | | $ | 87,447 | |
| Bonus expense | 771 | | | 721 | | | 360 | | | 1,852 | |
| Stock-based compensation | 778 | | | 81 | | | 2,003 | | | 2,862 | |
| Total compensation and related costs | $ | 52,810 | | | $ | 32,601 | | | $ | 6,750 | | | $ | 92,161 | |
| | | | | | | |
| Advertising and marketing expense | $ | 11,518 | | | $ | 6,545 | | | $ | 180 | | | $ | 18,243 | |
| Occupancy expense, net of subleases | 8,040 | | | 4,855 | | | 165 | | | 13,060 | |
| Depreciation and amortization | 5,996 | | | 1,419 | | | 347 | | | 7,762 | |
| Professional and contract services expense | 2,605 | | | 2,704 | | | 3,286 | | | 8,595 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, 2023 |
| UTI | | Concorde | | Corporate | | Consolidated |
| Salaries, benefits and tax expense | $ | 45,751 | | | $ | 27,507 | | | $ | 2,786 | | | $ | 76,044 | |
| Bonus expense | 4,430 | | | 742 | | | 2,333 | | | 7,505 | |
| Stock-based compensation | (107) | | | — | | | 140 | | | 33 | |
| Total compensation and related costs | $ | 50,074 | | | $ | 28,249 | | | $ | 5,259 | | | $ | 83,582 | |
| | | | | | | |
| Advertising and marketing expense | $ | 11,935 | | | $ | 5,786 | | | $ | — | | | $ | 17,721 | |
| Occupancy expense, net of subleases | 8,090 | | | 5,982 | | | 157 | | | 14,229 | |
| Depreciation and amortization | 6,124 | | | 439 | | | 3 | | | 6,566 | |
| Professional and contract services expense | 2,922 | | | 1,509 | | | 2,030 | | | 6,461 | |
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
SELECTED SUPPLEMENTAL NON-FINANCIAL AND FINANCIAL INFORMATION BY SEGMENT
(In thousands, except for Student Metrics)
(Unaudited)
Major Expense Categories by Segment and Consolidated
| | | | | | | | | | | | | | | | | | | | | | | |
| Twelve Months Ended September 30, 2024 |
| UTI | | Concorde | | Corporate | | Consolidated |
| Salaries, benefits and tax expense | $ | 197,538 | | | $ | 121,359 | | | $ | 15,857 | | | $ | 334,754 | |
| Bonus expense | 11,803 | | | 3,507 | | | 4,977 | | | 20,287 | |
| Stock-based compensation | 2,080 | | | 213 | | | 6,267 | | | 8,560 | |
| Total compensation and related costs | $ | 211,421 | | | $ | 125,079 | | | $ | 27,101 | | | $ | 363,601 | |
| | | | | | | |
| Advertising and marketing expense | $ | 51,940 | | | $ | 25,744 | | | $ | 577 | | | $ | 78,261 | |
| Occupancy expense, net of subleases | 31,068 | | | 22,012 | | | 693 | | | 53,773 | |
| Depreciation and amortization | 22,917 | | | 5,158 | | | 1,249 | | | 29,324 | |
| Professional and contract services expense | 10,421 | | | 9,683 | | | 11,861 | | | 31,965 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Twelve Months Ended September 30, 2023 |
| UTI | | Concorde | | Corporate | | Consolidated |
| Salaries, benefits and tax expense | $ | 183,607 | | | $ | 89,639 | | | $ | 13,777 | | | $ | 287,023 | |
| Bonus expense | 13,284 | | | 2,594 | | | 5,141 | | | 21,019 | |
| Stock-based compensation | 1,069 | | | — | | | 2,779 | | | 3,848 | |
| Total compensation and related costs | $ | 197,960 | | | $ | 92,233 | | | $ | 21,697 | | | $ | 311,890 | |
| | | | | | | |
| Advertising and marketing expense | $ | 52,809 | | | $ | 19,358 | | | $ | — | | | $ | 72,167 | |
| Occupancy expense, net of subleases | 31,442 | | | 19,626 | | | 593 | | | 51,661 | |
| Depreciation and amortization | 21,113 | | | 4,077 | | | 25 | | | 25,215 | |
| Professional and contract services expense | 11,856 | | | 4,968 | | | 9,110 | | | 25,934 | |
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP FINANCIAL INFORMATION TO NON-GAAP FINANCIAL INFORMATION
(In thousands)
(Unaudited)
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, 2024 |
| | UTI | | Concorde | | Corporate | | Consolidated |
| Net income (loss) | $ | 28,760 | | | $ | 6,777 | | | $ | (16,697) | | | $ | 18,840 | |
| Interest expense (income), net | 1,689 | | | (63) | | | (831) | | | 795 | |
| Income tax expense | — | | | — | | | 6,530 | | | 6,530 | |
| Depreciation and amortization | 5,996 | | | 1,419 | | | 347 | | | 7,762 | |
| EBITDA | 36,445 | | | 8,133 | | | (10,651) | | | 33,927 | |
| | | | | | | |
Integration-related costs for completed acquisitions (1) | 187 | | | 730 | | | 209 | | | 1,126 | |
| Stock-based compensation expense | 778 | | | 81 | | | 2,003 | | | 2,862 | |
| Restructuring costs | 44 | | | — | | | — | | | 44 | |
| Facility lease accounting adjustments | — | | | (650) | | | — | | | (650) | |
| Adjusted EBITDA, non-GAAP | $ | 37,454 | | | $ | 8,294 | | | $ | (8,439) | | | $ | 37,309 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, 2023 |
| | UTI | | Concorde | | Corporate | | Consolidated |
| Net income (loss) | $ | 13,048 | | | $ | 3,169 | | | $ | (9,514) | | | $ | 6,703 | |
| Interest expense (income), net | 1,468 | | | (40) | | | (390) | | | 1,038 | |
| Income tax expense | — | | | — | | | 2,541 | | | 2,541 | |
| Depreciation and amortization | 6,124 | | | 439 | | | 3 | | | 6,566 | |
| EBITDA | 20,640 | | | 3,568 | | | (7,360) | | | 16,848 | |
| Acquisition related costs | — | | | — | | | 56 | | | 56 | |
Integration-related costs for completed acquisitions (1) | 923 | | | 419 | | | 858 | | | 2,200 | |
| Stock-based compensation expense | (107) | | | — | | | 140 | | | 33 | |
| One-time costs associated with new campus openings | 32 | | | — | | | — | | | 32 | |
| | | | | | | |
| | | | | | | |
| Adjusted EBITDA, non-GAAP | $ | 21,488 | | | $ | 3,987 | | | $ | (6,306) | | | $ | 19,169 | |
(1) Costs related to integrating the MIAT programs at the UTI campuses and launching Concorde programs that were previously approved by regulatory bodies prior to the acquisition are presented in “Integration-related costs for completed acquisitions.” In prior quarters, these costs were presented in a line labeled “Start-up costs for new campuses and program expansion.” As the nature of the spend and activity are more aligned to integration, we have updated our presentation and recast the prior year for comparability.
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP FINANCIAL INFORMATION TO NON-GAAP FINANCIAL INFORMATION
(In thousands)
(Unaudited)
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
| | | | | | | | | | | | | | | | | | | | | | | |
| | Twelve Months Ended September 30, 2024 |
| | UTI | | Concorde | | Corporate | | Consolidated |
| Net income (loss) | $ | 71,646 | | | $ | 21,048 | | | $ | (50,693) | | | $ | 42,001 | |
| Interest expense (income), net | 6,135 | | | (244) | | | (2,734) | | | 3,157 | |
| Income tax expense | — | | | — | | | 14,229 | | | 14,229 | |
| Depreciation and amortization | 22,917 | | | 5,158 | | | 1,249 | | | 29,324 | |
| EBITDA | 100,698 | | | 25,962 | | | (37,949) | | | 88,711 | |
| | | | | | | |
Integration-related costs for completed acquisitions (1) | 1,150 | | | 2,802 | | | 2,097 | | | 6,049 | |
| Stock-based compensation expense | 2,080 | | | 213 | | | 6,267 | | | 8,560 | |
| | | | | | | |
| Restructuring Costs | 185 | | | — | | | — | | | 185 | |
| Facility lease accounting adjustments | — | | | (650) | | | — | | | (650) | |
| Adjusted EBITDA, non-GAAP | $ | 104,113 | | | $ | 28,327 | | | $ | (29,585) | | | $ | 102,855 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | Twelve Months Ended September 30, 2023 |
| | UTI | | Concorde | | Corporate | | Consolidated |
| Net income (loss) | $ | 38,324 | | | $ | 10,700 | | | $ | (36,702) | | | $ | 12,322 | |
| Interest expense (income), net | 4,682 | | | (167) | | | (720) | | | 3,795 | |
| Income tax benefit | — | | | — | | | 5,765 | | | 5,765 | |
| Depreciation and amortization | 21,113 | | | 4,077 | | | 25 | | | 25,215 | |
| EBITDA | 64,119 | | | 14,610 | | | (31,632) | | | 47,097 | |
| Acquisition related costs | — | | | — | | | 2,374 | | | 2,374 | |
Integration-related costs for completed acquisitions (1) | 4,061 | | | 1,686 | | | 2,838 | | | 8,585 | |
| Stock-based compensation expense | 1,069 | | | — | | | 2,779 | | | 3,848 | |
| One-time costs associated with new campus openings | 2,341 | | | — | | | — | | | 2,341 | |
| | | | | | | |
| | | | | | | |
| Adjusted EBITDA, non-GAAP | $ | 71,590 | | | $ | 16,296 | | | $ | (23,641) | | | $ | 64,245 | |
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP FINANCIAL INFORMATION TO NON-GAAP FINANCIAL INFORMATION
(In thousands)
(Unaudited)
Reconciliation of Net Cash Provided by Operating Activities to Adjusted Free Cash Flow
| | | | | | | | | | | | | | |
| | | Twelve Months Ended September 30, |
| | | 2024 | | 2023 |
| Net cash provided by operating activities, as reported | | $ | 85,895 | | | $ | 49,148 | |
| Purchase of property and equipment | | (24,298) | | | (56,685) | |
| Free cash flow, non-GAAP | | 61,597 | | | (7,537) | |
| Adjustments: | | | | |
| Cash outflow to purchase of Orlando, FL campus buildings | | — | | | 26,156 | |
| Cash outflow for acquisition-related costs | | — | | | 2,347 | |
Cash outflow for integration-related costs for completed acquisitions(2) | | 6,196 | | | 7,768 | |
Cash outflow for integration-related property and equipment(2) | | 4,330 | | | 10,530 | |
| Cash outflow for restructuring costs and property and equipment | | 632 | | | — | |
| Cash outflow for one-time costs associated with new campus openings | | — | | | 2,341 | |
| Cash outflow for property and equipment associated with new campus openings | | — | | | 7,484 | |
| Facility lease accounting adjustments | | 700 | | | — | |
| Adjusted free cash flow, non-GAAP | | $ | 73,455 | | | $ | 49,089 | |
(2) Costs related to integrating the MIAT programs at the UTI campuses and launching Concorde programs that were previously approved by regulatory bodies prior to the acquisition are presented in “Cash outflow for integration-related costs for completed acquisitions” and “Cash outflow for integration-related property and equipment.” In prior quarters, these costs were presented in the lines labeled ““Cash outflow for start-up costs for new campuses and programs expansion” and “Cash outflow for property and equipment for new campuses and program expansion.” As the nature of the spend and activity are more aligned to integration, we have updated our presentation and recast the prior year for comparability.
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP FINANCIAL INFORMATION TO NON-GAAP FINANCIAL
INFORMATION FOR FISCAL 2024 GUIDANCE
(In thousands)
(Unaudited)
For each of the non-GAAP reconciliations provided for fiscal 2025 guidance, we are reconciling to the midpoint of the guidance range. The adjustments reflected below for fiscal 2025 are illustrative only and may change throughout the year, both in amount or the adjustments themselves.
Reconciliation of Net Income to EBITDA and Adjusted EBITDA for Fiscal 2025 Guidance
| | | | | |
| Twelve Months Ended |
| | September 30, |
| | 2025 |
| Net income | ~ $54,000 |
| Interest (income) expense, net | ~ 1,000 |
| Income tax expense | ~ 20,000 |
| Depreciation and amortization | ~ 33,000 |
| EBITDA | ~ 108,000 |
Acquisition related costs(1) | ~ 3,000 |
| Stock-based compensation expense | ~ 9,000 |
| Restructuring costs | ~ 2,000 |
| Adjusted EBITDA, non-GAAP | ~ $122,000 |
FY 2025 Guidance Range | $120,000 - $124,000 |
Reconciliation of Net Cash Provided by Operating Activities to Adjusted Free Cash Flow for Fiscal 2025 Guidance
| | | | | |
| | Twelve Months Ended |
| September 30, |
| | 2025 |
| Net cash provided by operating activities | ~ $110,000 |
| Purchase of property and equipment | ~ (55,000) |
| Free cash flow, non-GAAP | ~ 55,000 |
| Adjustments: | |
Cash outflow for acquisition related costs(1) | ~ 3,000 |
| Cash outflow for restructuring costs and property and equipment | ~ 2,000 |
| Adjusted free cash flow, non-GAAP | ~ $60,000 |
FY 2025 Guidance Range | $58,000 - $62,000 |
(1) FY25 projected spend on acquisition related costs is an estimate and is fully contingent on whether the Company pursues an acquisition this year.
Universal Technical Institute, Inc. Q4 2024 Investor Presentation
2 Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). Forward-looking statements may contain words such as "goal," "target," "future," "estimate," "expect," "anticipate," "intend," "plan," "believe," "seek," "project," "may," "should," "will," the negative form of these expressions or similar expressions. These statements are based on our management’s current beliefs, expectations and assumptions about future events, conditions and results and on information currently available to us. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements or events and circumstances reflected in the forward-looking statements will occur. Discussions containing these forward-looking statements may be found, among other places, in the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference from our most recent Annual Report on Form 10-K, in our subsequent Quarterly Reports on Form 10-Q and certain of our Current Reports on Form 8-K, as well as any amendments thereto, filed with the Securities and Exchange Commission (the “SEC”). In addition, statements that refer to projections of earnings, revenue, costs or other financial items in future periods; anticipated growth and trends in our business or key markets; cost synergies, growth opportunities and other potential financial and operating benefits; future growth and revenues; future economic conditions and performance; anticipated performance of curriculum; plans, objectives and strategies for future operations; and other characterizations of future events or circumstances, and all other statements that are not statements of historical fact are forward-looking statements. Such statements are based on currently available operating, financial and competitive information and are subject to various risks, uncertainties and assumptions that could cause actual results to differ materially from those anticipated or implied in our forward-looking statements due to a number of factors, including, but not limited to, those set forth under the section entitled “Risk Factors” in our filings with the SEC. Important factors that could affect our actual results include, among other things, failure of our schools to comply with the extensive regulatory requirements for school operations; our failure to maintain eligibility for federal student financial assistance funds; the effect of current and future Title IV Program regulations arising out of negotiated rulemakings, including any potential reductions in funding or restrictions on the use of funds received through Title IV Programs; the effect of future legislative or regulatory initiatives related to veterans’ benefit programs; continued Congressional examination of the for-profit education sector; our failure to maintain eligibility for or the ability to process federal student financial assistance; regulatory investigations of, or actions commenced against, us or other companies in our industry; changes in the state regulatory environment or budgetary constraints; failure to comply with private education loan requirements; the effect of "borrower defense to repayment" regulation; the effect of postsecondary education regulatory environment as a results of U.S. federal elections; 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; increased scrutiny and changing expectations regarding our environmental, social and governance practices; the effect of public health pandemics, epidemics or outbreak, including COVID-19, and other risks that are described from time to time in our public filings. Given these risks, uncertainties and other factors, many of which are beyond our control, you should not place undue reliance on these forward-looking statements. Neither we nor any other person makes any representation as to the accuracy or completeness of these forward-looking statements and, except as required by law, we assume no obligation to update these forward-looking statements publicly, or to revise any forward-looking statements, even if new information becomes available in the future. This presentation also contains estimates and other statistical data made by independent parties, and by us, relating to market size and growth and other data about our industry and our business. This data involves several assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimates of our future performance and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk.
3 Leading Workforce Solutions Education Provider 22k+ Active Students 4 / 5 Grads Employed Within 1 Year1 35+ Program Offerings HealthcareTransportation and Skilled Trades $800-815M FY2025 Revenue Guidance $120-124M FY2025 Adj. EBITDA Guidance Addressing Skills Gaps Through 2 In-Demand Industry Segments 33 Campuses Nationwide Strong Financial Outlook* 1 On average, across all programs all campuses nationwide. Employment rates may vary significantly by program and by campus. See slides 18 and 20 of this presentation as well as UTI.edu/disclosures and the individual campus pages on Concorde.edu for additional information. * See slide 14 for additional details. $52-56M FY2025 Net Income Guidance “Company expecting average annual revenue growth of ~10% through FY’29 and approaching 20% adjusted EBITDA margin by FY’29” [as announced 8/5/24]
4 Compelling Investment Thesis 1 See Company press release 8/5/2024 “Universal Technical Institute, Inc. Announces Next Phase of ‘North Star Strategy’ to Accelerate Growth, Diversification and Optimization.” 2 Per recent years’ accreditor reporting results. See slides 18 and 20 in this presentation as well as uti.edu/disclosures and the individual campus pages on concorde.edu for additional information. Leading educational platforms serving critical, in-demand markets with favorable long-term trends Strong student outcomes2 and positive regulatory metrics driven by enterprise-wide emphasis on our students Consistently meeting or exceeding expectations with proactive management and strong business visibility Successful and ongoing transformation efforts supporting optimized operating model and margin expansion Healthy balance sheet and disciplined capital allocation plan driving continued growth and shareholder value creation Universal Technical Institute, Inc. Proven and achievable growth strategy1 built on repeatable building blocks that have driven the Company’s successful evolution
5 Diversified Platform of In-Demand Programs Practical/Vocational/Registered Nursing Dental Hygienist/Assistant Healthcare Administration Medical Assistant Physical and Occupational Therapy AssistantsRobotics and Automation Welding Auto/Diesel/Motorcycle/Marine Technician Aviation Maintenance, Airframe and Powerplant Energy Technology and Wind Power • $486M Revenue in FY2024 • ~14k Avg Students in FY2024 • 15+ programs across Transportation, Energy, & Skilled Trades • 16 Campuses in 9 States • In-person and Hybrid/Blended formats • $246M Revenue in FY2024 • ~8k Avg Students in FY2024 • 20+ programs in Dental, Allied Health, Nursing, Patient Care and Diagnostics • 17 Campuses in 8 States • In-person, Hybrid/Blended, and Fully Online formats Ex am pl e Pr og ra m s Ex am pl e Pr og ra m s Note: See appendix for more details by segment.
6 0% 5% 10% 15% 20% 25% 30% JO B G R O W TH 2 02 3- 20 33 ANNUAL JOB OPENINGS 2023-2033 Offerings Across Transportation, Skilled Trades, and Healthcare Address Labor Market Needs 60% Practical/Vocational/Registered Nursing Dental Hygienists & Assistants Physical and Occupational Therapy Assistants Healthcare Administration Medical Assistants Ex am pl e C on co rd e H ea lth ca re P ro gr am s Ex am pl e U TI T ra ns po rta tio n, En er gy , & Sk ille d Tr ad e Pr og ra m s Wind Turbine Service Technicians Aircraft Mechanics & Technicians Welding HVACR Mechanics & Installers Auto Body Repairers Auto/Diesel Technicians Note: Projections as per the Occupational Outlook Handbook published annually by the U.S. Bureau of Labor Statistics www.bls.gov, August 2024. Job openings include those due to net employment changes and net replacements.
7 High-quality, state-of-the-industry technical and healthcare training facilities supporting successful student outcomes
8 Acquisitions and Program Expansions MIAT (Closed FY2022), Concorde (Closed FY2023) Marketing and Admissions Optimization Increased focus on high school and local, as well as lead conversion Program and Curricula Additions Programs launched at existing campuses, New MSATs, On-Base Military Programs, EV Curriculum Real Estate Rationalization Run-rate EBITDA improvements realized; continued emphasis on capacity utilization Blended Learning Improving student experience and space and instructor efficiencies New Campuses Bloomfield, NJ 2018; Austin, TX 2022; Miramar, FL 2022; More to come beginning FY2026 Continuing a Multi-Year Transformation Journey Note: For detailed reconciliations of Non-GAAP measures see the Appendix. Net Income ($33) Adj EBITDA ($6) Net Income $52-$56 Adj EBITDA $120-$124
9 Delivering on Expectations and Creating Shareholder Value Share Price: ~$3.00 Market Cap: ~$70M Share Price: $19.94 Market Cap: ~$1.1B Note: Analyst Consensus, Share Price, and Market Capitalization figures updated as of Market close 11/19/2024 Revenue ($M) FY'22 FY'23 FY'24 FY’25E Early Estimate - - $700+ ~$800 Initial Guidance $405-$420 $595-$610 $705-$715 $800-$815 Revised Guidance $410-$420 $602-$605 $720-$730 - Analyst Consensus $420 $603 $728 $798 Actual $419 $607 $733 Adj. EBITDA* ($M) FY'22 FY'23 FY'24 FY’25E Early Estimate - - ~$100 ~$120 Initial Guidance $50-$55 $58-$62 $98-$102 $120-$124 Revised Guidance $52-$55 $62-$64 $102-$104 - Analyst Consensus $54 $63 $103 $119 Actual $56** $64 $103 *For detailed reconciliations of Non-GAAP measures see the Appendix. **As-reported FY2022 Adj EBITDA. Accounting for stock-based compensation which became an add-back beginning FY2023, the restated FY2022 Adj EBITDA was $60M as shown elsewhere in this presentation.
Executing Multifaceted Approach in Ongoing Expansion Efforts1 Optimize Add New Optimized Tailored Co-branded Program Expansions New Campuses Continue to add programs from our current portfolio to more existing campus locations Increase the capacity of current programs in current locations Launch new, in-demand program areas we do not currently offer Improved model for new campuses with more offerings for students and stronger financial profile for the company Geography-specific sites with a customized set of programs, for example skilled-trades-only2 locations for the UTI division in new markets, requiring less space and start-up costs 1. All initiatives contingent on requisite regulatory approvals. 2. Skilled-trades-only UTI campuses may include programs such as HVACR, Welding, Energy & Robotics but excludes Auto & Diesel, resulting in significant reductions to square footage and CapEx requirements. 3. See, for example, Company press release 8/1/2024 announcing a first-of-its-kind partnership to develop a co-branded campus with Heartland Dental. 10 Leverage deep industry relationships to partner in launching locations that will address the significant demand for our students in the workforce3
11 Robust Incremental Program and New Campus Opportunities UTI Campuses Concorde Campuses UTI & Concorde Campuses * Program not yet open at this location; some still pending regulatory approvals. † Phlebotomy only, no Sterile Processing program at this location. UTI Program Additions Programs & Locations Aviation Long Beach, CA Avondale, AZ Miramar, FL Austin, TX Long Beach, CA Avondale, AZ Mooresville, NC Bloomfield, NJ Sacramento, CA* Lisle, IL Rancho Cucamonga, CA Lisle, IL Mooresville, NC Exton, PA Rancho Cucamonga, CA Welding Sacramento, CA Lisle, IL Rancho Cucamonga, CA Concorde Program Additions Programs & Locations Cardiovascular Sonography Orlando, FL San Bernadino, CA Dental Hygiene Miramar, FL Jacksonville, FL Portland, OR Diagnostic Medical Sonography Orlando, FL Respiratory Therapy Online Option Short Programs Phlebotomy & Sterile Processing Technician Aurora, CO* Miramar, FL Dallas, TX North Hollywood, CA Garden Grove, CA Orlando, FL Grand Prarie, TX Portland, OR* Jacksonville, FL San Antonio, TX Kansas City, MO Southaven, MS† Memphis, TN Tampa, FL Industrial Maintenance Wind Power HVACR Robotics & Automation Note: New program additions began in FY2023 and to continue.
$733 $800-$815 $1,100+ FY24 FY25 FY29 North Star Strategy Expected to Drive Continued Growth 12 New Campuses Leverage new, optimized models and refined program mix formats to expand geographic footprint Program Expansions Continue additions of current programs to existing campuses & increasing capacity of current programs offered New Program Offerings Acquisitions and new program development efforts provide future opportunities Optimized for Growth and Scale Investments in centralized functions, systems and processes provide platform for continued scaling of the business Acquisitions Strategic and disciplined approach for evaluating new opportunities Note: FY26-FY29 initiatives as per Company’s strategic announcement 8/5/24. Organic Growth Program Expansion Initiatives New Campuses Net Income Margin 5.7% Adj EBITDA Margin 14.0% Adj EBITDA Margin Approaching 20% Net Income Margin ~7% Adj EBITDA Margin ~15%
13 Business Outlook Fiscal 2025 Guidance
14 Fiscal 2025 Guidance $ millions except EPS 1 Beginning in FY2023, Net Income and EPS impacted by a significant effective tax rate increase due to the valuation allowance reversal in FY2022, increased interest expense, and higher D&A. 2 Beginning in FY2023 Adj EBITDA excludes stock-based compensation; FY2022 updated for comparison. 3 Beginning in FY2025, growth investments for program expansion and new campus initiatives will no longer be included as add-backs in Adj EBITDA and Adj FCF calculations, affecting yoy comparability. Note: For detailed reconciliations of Non-GAAP measures see the Appendix.
15 FY2024-FY2025 Performance Bridges *Note: Bridges are intended to provide indicative year-over-year impacts only and are not necessarily to scale. For detailed reconciliations of Non-GAAP measures, see the Appendix.
Growth Investments1 Given the projected ongoing nature of these strategic initiatives, effective fiscal 2025 the associated operating expense growth investments will no longer be reported as one-time adjustments in the Company’s non-GAAP adjusted EBITDA calculations nor will capital expenditure growth investments be added back in adjusted Free Cash Flow calculations as they have been previously.3 1 While the Company continually invests in growth & transformation across the organization, “growth investments” in this context are specifically those expenses associated with program expansion initiatives and new campuses. 2. See Company’s press release 8/5/2024; All growth initiatives contingent on requisite regulatory approvals as applicable. 3 For detailed reconciliations of Non-GAAP measures, see the Appendix. ($ thousands) FY2025 FY2024 FY2025 FY2024 Program Expansion & New Campus Growth Investments ~$8,000 - ~$29,000 - Growth Investments (Unadjusted) ~$8,000 - ~$29,000 - Program Expansion Growth Investments - $6,049 - $10,526 Non-GAAP Add-Backs (Adjustments) - $6,049 - $10,526 Total Growth Investments ~$8,000 $6,049 ~$29,000 $10,526 Operating Expenses Capital Expenses Universal Technical Institute, Inc. Announces Next Phase of "North Star Strategy" to Accelerate Growth, Diversification and Optimization2 Strategy expected to deliver approximately 10 percent revenue CAGR and expand Adjusted EBITDA margin to nearly 20 percent through fiscal 2029 PHOENIX, August 5, 2024 -- Universal Technical Institute, Inc., a leading workforce solutions provider, today announced the next phase of its "North Star Strategy" to accelerate the company's mission to close the skilled workforce gap in America …“we expect to launch a minimum of six programs annually at our existing campuses beginning in fiscal year 2025 and open at least two new campuses each year between fiscal years 2026 and 2029…” 16
17 Appendix
18 Business Overview • 15+ programs for in-demand fields across transportation and skilled trades • Program Mix (FY2024 Revenue): – Auto/Diesel 67%, Other Transportation 12%, Welding 8%, Other Skilled Trades 8%, and Industry Training 6% • Program additions and new campus launches remain part of the division’s growth roadmap Mission Statement To serve our students, partners, and communities by providing quality education and support services for in-demand careers. Universal Technical Institute Division Overview A leading provider of transportation, energy and skilled trades technical training, driven to change the world one life at a time by helping people achieve their dreams. 1 Fiscal 2024 2 Based on most recent reporting periods. Ratios represent averages across UTI’s 4 OPEIDs, though individual program results may vary significantly from the mean. Note that effective this fiscal year, the 90/10 ratio includes all federal funding, including VA. This change is the primary driver for the yoy increase; Further, due to the COVID-19 pandemic, ED paused all loan payments from March 13, 2020 through September 30, 2023, significantly decreasing default rates. 3 Aggregated rates based on reporting in the ACCSC 2024 annual reports. Each of the ACCSC program outcomes is evaluated individually. The ACCSC reports exclude graduates from the employment rate calculation who were not available for employment because of continuing education, military service, health, incarceration, death or international student status. See UTI.edu/disclosures for further information. Summary Statistics Founded 1965 Revenue1 $486M Operating Inc.1 (Margin) $78M (16.0%) Adj. EBITDA1 (Margin) $104M (21.4%) Locations 16 Campuses in 9 States Key Metrics Avg. Enrollment1 ~14k Students Cohort Default Rate2 0% 90/10 Ratio2 ~79% Graduation Rate3 ~70% Employment Rate3 ~82% Composite Score: Calculated and reported only at an enterprise level. Reported score for FYE 9/30/24 was 2.3. Note: For detailed reconciliations of Non-GAAP measures see the Appendix.
19 UTI Division Programs by Location MSAT = Manufacturer-Specific Advanced Training (offerings vary by location) Note some programs above have been announced but are not yet open at all locations shown. 1 UTI Avondale and Motorcycle Mechanics Institute Phoenix 2 UTI Houston and MIAT Houston 3 UTI Orlando and Orlando Motorcycle & Marine Mechanics Institutes Austin, Texas Avondale, Arizona1 Bloomfield, New Jersey Canton, Michigan Dallas, Texas Exton, Pennsylvania Houston, Texas2 Lisle, Illinois Long Beach, California Miramar, Florida Mooresville, North Carolina Orlando, Florida3 Rancho Cucamonga, California Sacramento, California Transportation Airframe & Powerplant Automotive Collision Diesel Marine Motorcycle MSAT NASCAR Tech Energy Energy Technology Wind Power Skilled Trades CNC Machining HVACR Industrial Maintenance Non-Destrictive Testing Robotics & Automation Welding
20 Business Overview • 20+ programs for in-demand healthcare professional degrees and certifications • Program Mix (FY2024 Revenue): – Dental 27%, Medical Assisting 22%, Other Allied Health 22%, Nursing 17%, Diagnostic 9%, and Health Services Management 3% • Program expansions into existing campuses will continue in FY2025 and beyond Healthcare education provider focused on preparing America’s next generation of healthcare professionals for rewarding careers in areas such as dental, patient care, nursing and allied health. 1 Fiscal 2024 2 Based on most recent reporting periods and represent approximate averages across Concorde’s 12 OPEIDs, though individual program results may vary significantly from the mean. Note that due to the COVID-19 pandemic, ED paused all loan payments from March 13, 2020 through September 30, 2023, significantly decreasing default rates. 3 Aggregated rates for the 14 campuses accredited by ACCSC based on reporting in the ACCSC 2024 annual reports and excludes the two campuses not accredited by ACCSC. Each of the ACCSC program outcomes is evaluated individually. The ACCSC reports exclude graduates from the employment rate calculation who were not available for employment because of continuing education, military service, health, incarceration, death or international student status. See disclosures on the individual campus pages on Concorde.edu for additional information. Mission Statement To prepare committed students for successful employment in a rewarding health care profession through high-caliber training, real world experience and student-centered support. . Summary Statistics Founded 1968 Revenue1 $246M Operating Inc.1 (Margin) $21M (8.4%) Adj. EBITDA1 (Margin) $28M (11.5%) Locations 17 Campuses in 8 States Key Metrics Avg. Enrollment1 ~8k Students Cohort Default Rate2 0% 90/10 Ratio2 ~76% Graduation Rate3 ~73% Employment Rate3 ~85% Concorde Career Colleges Division Overview © GeoNames, Microsoft, TomTom Powered by Bing Note: For detailed reconciliations of Non-GAAP measures see the Appendix. Composite Score: Calculated and reported only at an enterprise level. Reported score for FYE 9/30/24 was 2.3.
21 Concorde Division Programs by Location Note some programs above have been announced but are not yet open Kansas City location includes both a main campus and a smaller satellite campus Aurora, Colorado Dallas, Texas Garden Grove, California Grand Prarie, Texas Jacksonville, Florida Kansas City, Missouri Memphis, Tennessee Miramar, Florida North Hollywood, California Orlando, Florida Portland, Oregon San Antonio, Texas San Bernadino, California San Diego, California Southaven, Mississippi Tampa, Florida Online Nursing Nursing (BS) Nursing Practice (AS/AAS) Practical / Vocational Nursing (Diploma) RN to BSN Dental Dental Assisting (AS/AAS) Dental Assisting (Diploma) Dental Hygiene (AS/AAS) Diagnostic Cardiovascular Sonography (AS/AAS) Diagnostic Medical Sonography (AS/AAS) Neurodiagnostic Technology (AS/AAS) Polysomnographic Technology (Diploma) Radiologic Technology (AS/AAS) Patient Care Massage Therapy (Diploma) Occupational Therapy Assistant (AS/AAS) Physical Therapist Assistant (AS/AAS) Respiratory Therapy (AS/AAS) Surgical Technology (AS/AAS) Allied Health Dental Hygiene (BS) Healthcare Administration (BS) Medical Assistant (Diploma) Medical Assisting (AS/AAS) Medical Office Administration (Diploma) Medical Office Professional (AS/AAS) Medical Office Professional (Diploma) Pharmacy Technician (AS/AAS) Pharmacy Technician (Diploma) Phlebotomy Technicial (Diploma) Sterile Processing Technician (Diploma)
22 Illustrative Organic Growth Opportunities ($10) $0 $10 $20 $30 $40 Year 0/1 Year 2 Year 3 Year 4 Year 5 New Campus* ($0.5) $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 Year 0/1 Year 2 Year 3 Year 4 Year 5 HVACR (UTI) ($1) $0 $1 $2 $3 $4 $5 Year 0/1 Year 2 Year 3 Year 4 Year 5 Dental Hygiene (Concorde) Note: Financial projections based on management’s current beliefs, expectations and assumptions about future events, conditions and results. Representative figures include startup expenses and are not fully burdened (i.e., exclude allocated corporate and marketing costs and working capital considerations). Growth strategy expected to include additional program expansions and new campuses. Below examples are for directional guidance on financial impact. HVACR Program Dental Hygiene Program UTI Division Concorde Division CapEx Requirement $8M-$25M ~$0.6M ~$2.3M IRR (10-year) 30%-40%+ 70%+ 30%+ Sq Footage Requirement 35,000-115,000 4,000 7,500 Avg Students 600-1,200 ~80 ~70 New Campus *Pro forma optimized campus projections shown. Actual financial profiles will vary by location and program mix. = UTI = Concorde
23 Differentiated Industry Partnerships UTI’s relationships with more than 35 leading brands, and other industry and employer partners for both UTI and Concorde, provide unique value propositions and competitive differentiation for our schools and students. On 8/1/24 the Company announced a first-of-its-kind partnership with Heartland Dental to develop a co-branded campus for dental hygiene and dental assistant programs.
24 • June 2016: Coliseum Holdings purchased 700,000 shares of Series A Convertible Preferred Stock for $70 million – Initial 700,000 shares were convertible into 21,021,021 shares of common stock (~30:1) – Subject to NYSE voting and conversion caps, and certain education regulatory approval limitations • February 2020: Stockholders approved removal of NYSE voting and conversion caps • September 2020: Coliseum distributed all 700,000 shares to affiliates (incl. Coliseum entities) and non-affiliates – Affiliates received 24.9% (from 39.2%) of outstanding shares on an as-converted basis > Education regulatory limitation remains; voting and conversion cap of 9.99% of outstanding shares – Non-Affiliates received remaining 14.3% of outstanding shares on an as-converted basis; no voting or conversion caps on an individual basis Background Dividends • 7.5% annual dividend: ~$5.1 million was paid in cash in semi-annual installments in March and September 2023, and a final cash payment of $1.1 million was made in December 2023 in conjunction with the conversion • By Preferred Holders: Convertible to common at any time at the option of the holder, subject to any caps – Coliseum & Affiliates subject to education regulatory approval cap of 9.99%, must request removal by UTI • By UTI, Inc*: When the daily VWAP of UTI common stock is ≥$8.33 for 20 consecutive trading days (excluding trading windows closed to insiders), UTI may require conversion of any/all outstanding preferred stock into common, subject to removal of any capsConversion Terms History of Preferred Stock All remaining preferred shares outstanding were converted to common on 12/18/2023 Note: Above is intended as a summary only and is subject in its entirety to the actual terms contained in our filings with the SEC. Additional details may be found in the Company’s public filings including its 10-Ks, 8-Ks, proxy statements and the 2016 Certificate of Designations. * On December 18, 2023, the Company satisfied the conditions necessary to allow it to convert all remaining Series A preferred shares into common shares. Immediately preceding the conversion, the Company repurchased ~33k preferred shares. Total outstanding common shares increased by ~19.3 million as a result of the conversion. Coliseum Capital owned 9.3 million shares, or 17.3% of outstanding common stock as of September 30, 2024.
25 Non-GAAP Information
26 In addition to disclosing financial results that are determined in accordance with U.S. generally accepted accounting principles ("GAAP"), the Company also discloses certain non-GAAP financial information. These financial measures are not recognized measures under GAAP and are not intended to be and should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The Company discloses these non-GAAP financial measures because it believes that they provide investors an additional analytical tool to clarify its results of operations and identify underlying trends. Additionally, the Company believes that these measures may also help investors compare its performance on a consistent basis across time periods. The Company defines adjusted EBITDA as net income (loss) before interest expense, interest income, income taxes, depreciation and amortization, adjusted for stock-based compensation expense and items not considered normal recurring operations. The Company defines adjusted free cash flow as net cash provided by (used in) operating activities less capital expenditures, adjusted for items not considered normal recurring operations. Management utilizes adjusted figures as performance measures internally for operating decisions, strategic planning, annual budgeting and forecasting. For the periods presented, our adjustments for items that management does not consider to be normal recurring operations include: • Acquisition-related costs: We have excluded costs associated with both potential and announced acquisitions to allow for comparable financial results to historical operations and forward-looking guidance. • Integration-related costs for completed acquisitions: We have excluded integration costs related to business structure realignment and new programs for recent acquisitions to allow for comparable financial results to historical operations and forward-looking guidance. In addition, the nature and amount of such charges vary significantly based on the size and timing of the programs. By excluding the referenced expenses from our non- GAAP financial measures, our management is able to further evaluate our ability to utilize existing assets and estimate their long-term value. Furthermore, our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance. • One-time costs associated with new campus openings: During fiscal 2022, we opened new campus locations in Austin, Texas and Miramar, Florida. We continued to incur one-time costs during fiscal 2023 for the campus opening as we completed the build-out of the remaining programs in the new facilities. We disclose any campus adjustments as direct costs (net of any corporate allocations). Outfitting a new campus requires significant facility improvements and modifications, and the purchase of technical equipment and training aids necessary for teaching our programs, the combination of which requires a significant investment by the Company which would not be considered part of normal recurring operations. • Restructuring charges: In December 2023, we announced plans to consolidate the two Houston, Texas campus locations to align the curriculum, student facing systems, and support services to better serve students seeking careers in in-demand fields. As part of the transition, the MIAT-Houston campus, acquired in November 2021, began a phased teach-out in May 2024. This consolidated MIAT-Houston location will operate as part of the UTI-Houston campus, and MIAT-Houston students who have not completed their programs before their program’s teach-out date may enroll at UTI-Houston to complete their program. Both facilities will remain in use post-consolidation. • Facility lease accounting adjustments: During 2024, we recorded a lease accounting adjustment for a lease termination payment for the previous Concorde corporate offices. These adjustments are not considered part of normal recurring operations. • Costs related to the purchase of our campuses: We lease the majority of our campus locations. Over the past three years due to shifts within the real estate environment, we have been presented with the opportunity to purchase three of our campus locations. These purchases are significant capital expenditures and not considered part of normal recurring operations. To obtain a complete understanding of our performance, these measures should be examined in connection with net income (loss) and net cash provided by (used in) operating activities, determined in accordance with GAAP, as presented in the financial statements and notes thereto included in the annual and quarterly filings with the SEC. Because the items excluded from these non-GAAP measures are significant components in understanding and assessing our financial performance under GAAP, these measures should not be considered to be an alternative to net income (loss) or net cash provided by (used in) operating activities as a measure of our operating performance or liquidity. Exclusion of items in the non-GAAP presentation should not be construed as an inference that these items are unusual, infrequent or non-recurring. Other companies, including other companies in the education industry, may define and calculate non-GAAP financial measures differently than we do, limiting their usefulness as a comparative measure across similarly titled performance measures presented by other companies. A reconciliation of the historical non-GAAP financial measures to the most directly comparable GAAP measures is included in the following slides and investors are encouraged to review the reconciliations. Information reconciling forward-looking adjusted EBITDA and adjusted free cash flow to the most directly comparable GAAP financial measure is unavailable to the company without unreasonable effort. The company is not able to provide a quantitative reconciliation of forward-looking adjusted EBITDA or adjusted free cash flow to the most directly comparable GAAP financial measure because certain items required for such reconciliation are uncertain, outside of the company’s control and/or cannot be reasonably predicted, including but not limited to the provision for (benefit from) income taxes. Preparation of such reconciliation would require a forward-looking statement of income and statement of cash flows prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to the company without unreasonable effort. Use of Non-GAAP Financial Information
27 Adjusted EBITDA Reconciliation ($ in thousands) 1. Costs related to both announced and potential acquisition targets; FY2025 projected spend is an estimate and is fully contingent on whether the Company pursues an acquisition this year. 2. Costs related to integrating the MIAT programs at the UTI campuses and launching Concorde programs that were previously approved by regulatory bodies prior to the acquisition are presented in “Integration-related costs for completed acquisitions.” In prior quarters, these costs were presented in a line labeled “Start-up costs for new campuses and program expansion.” As the nature of the spend and activity are more aligned to integration, we have updated our presentation and recast the prior year for comparability. 3. The Austin, TX and Miramar, FL campuses opened during FY2022. The adjustment reflects one-time opening costs incurred for both campuses. 4. In December 2023, the Company announced plans to consolidate its MIAT-Houston and UTI-Houston operations beginning in fiscal 2024 and completing in early fiscal 2025. 5. Facility lease accounting adjustments: During 2024, we recorded a lease accounting adjustment for a lease termination payment for the previous Concorde corporate offices. These adjustments are not considered part of normal recurring operations. Notes: The acquisition of Concorde closed on December 1, 2022 (FY2023), impacts comparability across periods; Expected adjustments outlined for FY2025 are illustrative only and may differ from what is realized, either in the amounts &/or the categories shown. Net income, as reported ~$54,000 $42,001 $12,322 Interest expense (income), net ~1,000 3,157 3,795 Income tax expense (benefit) ~20,000 14,229 5,765 Depreciation and amortization ~33,000 29,324 25,215 EBITDA ~$108,000 $88,711 $47,097 Stock-based compensation expense ~9,000 8,560 3,848 Acquisition-related costs(1) ~3,000 − 2,374 Integration-related costs for completed acquisitions(2) − 6,049 8,585 One-time costs associated with new campus openings(3) − − 2,341 Restructuring costs(4) ~2,000 185 − Facility lease accounting adjustments(5) − (650) − Adjusted EBITDA, non-GAAP ~$122,000 $102,855 $64,245 FY2025 Guidance Range $120,000-$124,000 Actual Fiscal 2024 Actual Fiscal 2023 Guidance Midpoint Fiscal 2025
28 Adjusted Free Cash Flow Reconciliation ($ in thousands) 1. In March 2023 we purchased the three primary buildings and related land at our Orlando, FL campus. 2. Costs related to both announced and potential acquisition targets; FY2025 projected spend is an estimate and is fully contingent on whether the Company pursues an acquisition this year. 3. Costs related to integrating the MIAT programs at the UTI campuses and launching Concorde programs that were previously approved by regulatory bodies prior to the acquisition are presented in “Cash outflow for integration-related costs for completed acquisition" and "Cash outflow for integration-related property and equipment." In prior quarters, these costs were presented in a line labeled “Cash outflow for start-up costs for new campuses and program expansion" and "Cash outflow for property and equipment for new campuses and program expansion." As the nature of the spend and activity are more aligned to integration, we have updated our presentation and recast the prior year for comparability. 4. The Austin, TX and Miramar, FL campuses opened during FY2022. The adjustment reflects one-time opening costs incurred for both campuses. 5. In December 2023, the Company announced plans to consolidate its MIAT-Houston and UTI-Houston operations beginning in fiscal 2024 and completing in early fiscal 2025. 6. Facility lease accounting adjustments: During 2024, we recorded a lease accounting adjustment for a lease termination payment for the previous Concorde corporate offices. These adjustments are not considered part of normal recurring operations. Note: Expected adjustments outlined for FY2025 are illustrative only and may differ from what is realized, either in the amounts &/or the categories shown. Guidance Midpoint Fiscal 2025 Actual Fiscal 2024 Actual Fiscal 2023 Cash flow provided by operating activities, as reported ~$110,000 $85,895 $49,148 Purchase of property and equipment ~(55,000) (24,298) (56,685) Free cash flow, non-GAAP ~55,000 $61,597 ($7,537) Adjustments Cash outflow to purchase campuses(1) − − 26,156 Cash outflow for acquisition-related costs(2) ~3,000 − 2,347 Cash outflow for integration-related costs for completed acquisitions(3) − 6,196 7,768 Cash outflow for integration-related PP&E(3) − 4,330 10,530 Cash outflow for one-time costs associated with new campus openings(4) − − 2,341 Cash outflow for PP&E associated with new campus openings(4) − − 7,484 Cash outflow for restructuring costs and PP&E(5) ~2,000 632 − Cash outflow for facility lease accounting adjustments(6) − 700 − Adjusted Free Cash Flow, non-GAAP ~$60,000 $73,455 $49,089 FY2025 Guidance Range $58,000-$62,000
29
Universal Technical Institute, Inc. Q4 2024 Financial Supplement
Financial Supplement Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). Forward-looking statements may contain words such as "goal," "target," "future," "estimate," "expect," "anticipate," "intend," "plan," "believe," "seek," "project," "may," "should," "will," the negative form of these expressions or similar expressions. These statements are based on our management’s current beliefs, expectations and assumptions about future events, conditions and results and on information currently available to us. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements or events and circumstances reflected in the forward-looking statements will occur. Discussions containing these forward-looking statements may be found, among other places, in the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference from our most recent Annual Report on Form 10-K, in our subsequent Quarterly Reports on Form 10-Q and certain of our Current Reports on Form 8-K, as well as any amendments thereto, filed with the Securities and Exchange Commission (the “SEC”). In addition, statements that refer to projections of earnings, revenue, costs or other financial items in future periods; anticipated growth and trends in our business or key markets; cost synergies, growth opportunities and other potential financial and operating benefits; future growth and revenues; future economic conditions and performance; anticipated performance of curriculum; plans, objectives and strategies for future operations; and other characterizations of future events or circumstances, and all other statements that are not statements of historical fact are forward-looking statements. Such statements are based on currently available operating, financial and competitive information and are subject to various risks, uncertainties and assumptions that could cause actual results to differ materially from those anticipated or implied in our forward-looking statements due to a number of factors, including, but not limited to, those set forth under the section entitled “Risk Factors” in our filings with the SEC. Important factors that could affect our actual results include, among other things, failure of our schools to comply with the extensive regulatory requirements for school operations; our failure to maintain eligibility for federal student financial assistance funds; the effect of current and future Title IV Program regulations arising out of negotiated rulemakings, including any potential reductions in funding or restrictions on the use of funds received through Title IV Programs; the effect of future legislative or regulatory initiatives related to veterans’ benefit programs; continued Congressional examination of the for-profit education sector; our failure to maintain eligibility for or the ability to process federal student financial assistance; regulatory investigations of, or actions commenced against, us or other companies in our industry; changes in the state regulatory environment or budgetary constraints; failure to comply with private education loan requirements; the effect of "borrower defense to repayment" regulation; the effect of postsecondary education regulatory environment as a results of U.S. federal elections; 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; increased scrutiny and changing expectations regarding our environmental, social and governance practices; the effect of public health pandemics, epidemics or outbreak, including COVID-19, and other risks that are described from time to time in our public filings. Given these risks, uncertainties and other factors, many of which are beyond our control, you should not place undue reliance on these forward-looking statements. Neither we nor any other person makes any representation as to the accuracy or completeness of these forward-looking statements and, except as required by law, we assume no obligation to update these forward-looking statements publicly, or to revise any forward-looking statements, even if new information becomes available in the future. This presentation also contains estimates and other statistical data made by independent parties, and by us, relating to market size and growth and other data about our industry and our business. This data involves several assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimates of our future performance and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk. PAGE 2
Financial Supplement Consolidated Q4 and FY 2024 Highlights Q4 2024 FY 2024 Revenue Revenue $196.4 million $732.7 million Net Income Net Income $18.8 million $42.0 million Adjusted EBITDA Adjusted EBITDA $37.3 million $102.9 million Diluted Earnings Per Share Diluted Earnings Per Share $0.34 $0.75 PAGE 3 ■ Company delivered Q4 and FY 2024 financial results ahead of expectations on all financial metrics and in-line with student start guidance. Q4 2024 • Segment revenue contribution in the quarter was $130.5 million for UTI (13.2% Y/Y growth) and $65.8 million for Concorde (19.7% Y/Y growth). • Total new student starts of 11,492, with UTI delivering 7,068 (8.7% Y/Y growth) and Concorde delivering 4,424 (13.7% Y/Y growth). FY 2024 • Segment revenue contribution was $486.4 million for UTI (13.3% Y/Y growth) and $246.3 million for Concorde (38.3% Y/Y growth). • Total new student starts of 26,885, with UTI delivering 15,138 (6.7% Y/Y growth) and Concorde delivering 11,747 (39.3% Y/Y growth). ■ Total available liquidity of $230.9 million, including $69.0 million of remaining capacity under Company’s revolving credit facility, which provides ample liquidity for any potential business needs or new opportunities that may arise. ■ The Company remains confident in its previously announced 5-year strategic targets with a Revenue CAGR of ~10% and Adjusted EBITDA margin approaching 20% by FY 2029. Note: See Company Press Release and Investor Presentation dated November 20, 2024 for more details on guidance, including non-GAAP reconciliations.
Financial Supplement Consolidated Q4 2024 Summary Results ($ in millions) ($ in millions, except for student data) 3 Mos. 9/30/24 3 Mos. 9/30/23 YoY Change 12 Mos. 9/30/24 12 Mos. 9/30/23(1) YoY Change Revenues $196.4 $170.3 15.3% $732.7 $607.4 20.6% Operating expenses $170.3 $160.0 6.5% $673.8 $586.0 15.0% Ed Services $99.4 $93.2 6.7% $384.5 $329.9 16.6% SG&A $71.0 $66.8 6.3% $289.3 $256.1 12.9% Income from operations $26.0 $10.3 151.7% $58.9 $21.4 175.2% Net interest and other expense $(0.7) $(1.1) (40.5)% $(2.7) $(3.3) (19.7)% Income tax (expense) benefit $(6.5) $(2.5) 157.0% $(14.2) $(5.8) 146.8% Net income $18.8 $6.7 181.1% $42.0 $12.3 240.9% Adjusted EBITDA(2) $37.3 $19.2 94.6% $102.9 $64.2 60.1% Operating cash flow $67.5 $53.9 25.3% $85.9 $49.1 74.8% Adjusted free cash flow(2) $62.6 $50.7 23.5% $73.5 $49.1 49.6% Capital expenditures $7.5 $7.8 (3.9)% $24.3 $56.7 (57.1)% PAGE 4 1. The acquisition of Concorde closed on December 1, 2022 impacting comparability for all future periods. 2. For a detailed reconciliation of Non-GAAP measures, see slides 16-22.
Financial Supplement Consolidated Statements of Operations Trend ($ in thousands, except EPS) 12 Mos. 9/30/24 3 Mos. 9/30/24 3 Mos. 6/30/24 3 Mos. 3/31/24 3 Mos. 12/31/23 12 Mos. 9/30/23(1) 3 Mos. 9/30/23 3 Mos. 6/30/23 3 Mos. 3/31/23 3 Mos. 12/31/22(1) Revenues $ 732,687 $ 196,358 $ 177,458 $ 184,176 $ 174,695 $ 607,408 $ 170,298 $ 153,286 $ 163,820 $ 120,004 Operating expenses: Educational services and facilities 384,529 99,355 95,277 97,488 92,409 329,870 93,155 88,377 86,930 61,408 SG&A 289,267 70,981 74,735 75,496 68,055 256,139 66,804 64,246 70,941 54,148 Total operating expenses 673,796 170,336 170,012 172,984 160,464 586,009 159,959 152,623 157,871 115,556 Income from operations 58,891 26,022 7,446 11,192 14,231 21,399 10,339 663 5,949 4,448 Total other (expense) income, net (2,661) (652) (689) (638) (682) (3,312) (1,095) (1,236) (706) (275) Income tax (expense) benefit (14,229) (6,530) (1,772) (2,767) (3,160) (5,765) (2,541) 64 (1,763) (1,525) Net income (loss) $ 42,001 $ 18,840 $ 4,985 $ 7,787 $ 10,389 $ 12,322 $ 6,703 $ (509) $ 3,480 $ 2,648 Preferred stock dividends (1,097) — — — (1,097) (5,069) (1,278) (1,263) (1,251) (1,277) Income (loss) available for distribution 40,904 $ 18,840 $ 4,985 $ 7,787 $ 9,292 7,253 $ 5,425 $ (1,772) $ 2,229 $ 1,371 Income allocated to participating securities (2,855) $ — $ — $ — $ (2,855) (2,712) $ (2,025) $ — $ (833) $ (514) Net income (loss) available to common shareholders 38,049 $ 18,840 $ 4,985 $ 7,787 $ 6,437 4,541 $ 3,400 $ (1,772) $ 1,396 $ 857 Net income (loss) per share, diluted 0.75 $ 0.34 $ 0.09 $ 0.14 $ 0.17 0.13 $ 0.10 $ (0.05) $ 0.04 $ 0.02 EBITDA(2) 88,711 $ 33,927 $ 14,842 $ 18,513 $ 21,429 47,097 $ 16,848 $ 7,407 $ 12,821 $ 10,021 Total Shares Outstanding (Period End) 53,817 53,817 53,812 53,801 53,732 34,075 34,075 34,151 34,149 33,925 Diluted Shares Outstanding (Period End) 50,851 55,404 54,951 54,770 37,439 34,479 34,824 34,067 34,553 34,408 PAGE 5 1. The acquisition of Concorde closed on December 1, 2022 impacting comparability for all future periods. 2. For a detailed reconciliation of Non-GAAP measures, see slides 16-22.
Financial Supplement Consolidated Results of Operations Trend Percent of Revenue 12 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 12 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 9/30/24 9/30/24 6/30/24 3/31/24 12/31/23 9/30/23(1) 9/30/23 6/30/23 3/31/23 12/31/22(1) Revenues 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% Operating Expenses: Educational services and facilities 52.5% 50.6% 53.7% 52.9% 52.9% 54.3% 54.7% 57.7% 53.1% 51.2% SG&A 39.5% 36.1% 42.1% 41.0% 39.0% 42.2% 39.2% 41.9% 43.3% 45.1% Total operating expenses 92.0% 86.7% 95.8% 93.9% 91.9% 96.5% 93.9% 99.6% 96.4% 96.3% Income from operations 8.0% 13.3% 4.2% 6.1% 8.1% 3.5% 6.1% 0.4% 3.6% 3.7% Total other (expense) income, net (0.4)% (0.3)% (0.4)% (0.3)% (0.4)% (0.5)% (0.6)% (0.7)% (0.4)% (0.2)% Income tax (expense) benefit (1.9)% (3.3)% (1.0)% (1.5)% (1.8)% (0.9)% (1.5)% 0.0% (1.1)% (1.3)% Net income (loss) 5.7% 9.6% 2.8% 4.2% 5.9% 2.0% 3.9% (0.3)% 2.1% 2.2% Preferred stock dividends (0.1)% —% —% —% (0.6)% (0.8)% (0.8)% (0.8)% (0.8)% (1.1)% Income (loss) available for distribution 5.6% 9.6% 2.8% 4.2% 5.3% 1.2% 3.2% (1.2)% 1.4% 1.1% Income allocated to participating securities (0.4)% —% —% —% (1.6)% (0.4)% (1.2)% —% (0.5)% (0.4)% Net income (loss) available to common shareholders 5.2% 9.6% 2.8% 4.2% 3.7% 0.7% 2.0% (1.2)% 0.9% 0.7% EBITDA margin(2) 12.1% 17.3% 8.4% 10.1% 12.3% 7.8% 9.9% 4.8% 7.8% 8.4% PAGE 6 1. The acquisition of Concorde closed on December 1, 2022 impacting comparability for all future periods. 2. For a detailed reconciliation of Non-GAAP measures, see slides 16-22.
Financial Supplement Quarterly Trend – Segment Key Metrics ($ in millions, except revenue per student amounts) ($ in millions, except for student data) 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 9/30/24 6/30/24 3/31/24 12/31/23 9/30/23 9/30/24 6/30/24 3/31/24 12/31/23 9/30/23 UTI UTI UTI UTI UTI Concorde Concorde Concorde Concorde Concorde New student starts 7,068 2,916 2,840 2,314 6,500 4,424 2,651 2,640 2,032 3,892 Y/Y growth/(decline) 8.7% (12.5)% 19.6% 17.2% 9.0% 13.7% 34.8% 17.2% 533.0% —% Average undergraduate full-time active students 14,067 13,041 13,810 14,321 12,883 9,113 8,038 8,506 8,244 8,008 Average student Y/Y growth/ (decline) 9.2% 13.0% 10.3% 6.0% 1.4% 13.8% 14.0% 8.9% 6.6% —% Revenue per student $9,300 $9,000 $8,900 $8,100 $8,900 $7,200 $7,500 $7,200 $7,200 $6,900 Y/Y growth/(decline) 4.5% 3.4% 3.5% 3.8% 2.3% 4.3% 1.4% 0.0% 28.6% N/A Revenues $130.5 $117.1 $123.3 $115.4 $115.3 $65.8 $60.3 $60.9 $59.3 $55.0 Y/Y growth/(decline) 13.2% 16.1% 14.7% 9.3% 4.2% 19.6% 15.0% 8.2% 311.8% —% Income from operations $30.4 $14.1 $18.1 $15.1 $14.5 $6.7 $3.7 $3.2 $7.1 $3.1 Margin 23.3% 12.0% 14.7% 13.1% 12.6% 10.2% 6.1% 5.3% 12.0% 5.6% Adjusted EBITDA(1) $37.5 $20.7 $24.4 $21.6 $21.5 $8.3 $5.9 $5.4 $8.8 $4.0 Adjusted EBITDA margin 28.7% 17.7% 19.8% 18.7% 18.6% 12.6% 9.8% 8.9% 14.8% 7.3% PAGE 7 1. For a detailed reconciliation of Non-GAAP measures, see slides 16-22. Note: Corporate results are not included within these metrics as they do not have any student data.
Financial Supplement Segment Results of Operations - Fourth Quarter ($ in thousands) PAGE 8 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 9/30/24 9/30/24 9/30/24 9/30/24 9/30/23 9/30/23 9/30/23 9/30/23 UTI Concorde Corporate Consolidated UTI Concorde Corporate Consolidated Revenues $ 130,545 $ 65,813 $ — $ 196,358 $ 115,332 $ 54,966 $ — $ 170,298 Ed Services 59,029 40,326 — 99,355 58,185 34,970 — 93,155 SG&A 41,072 18,773 11,136 70,981 42,658 16,867 7,279 66,804 Total operating expenses 100,101 59,099 11,136 170,336 100,843 51,837 7,279 159,959 Income (loss) from operations 30,444 6,714 (11,136) 26,022 14,489 3,129 (7,279) 10,339 Net income (loss) 28,760 6,777 (16,697) 18,840 13,048 3,169 (9,514) 6,703 EBITDA(1) 36,445 8,133 (10,651) 33,927 20,640 3,568 (7,360) 16,848 Adjusted EBITDA(1) 37,454 8,294 (8,439) 37,309 21,488 3,987 (6,306) 19,169 Adjusted EBITDA margin 28.7% 12.6% —% 19.0% 18.6% 7.3% —% 11.3% 1. For a detailed reconciliation of Non-GAAP measures, see slides 16-22.
Financial Supplement Segment Results of Operations - YTD ($ in thousands) PAGE 9 12 Mos. 12 Mos. 12 Mos. 12 Mos. 12 Mos. 12 Mos. 12 Mos. 12 Mos. 9/30/24 9/30/24 9/30/24 9/30/24 9/30/23 9/30/23 9/30/23 9/30/23 UTI Concorde Corporate Consolidated UTI Concorde Corporate Consolidated Revenues $ 486,376 $ 246,311 $ — $ 732,687 $ 429,317 $ 178,091 $ — $ 607,408 Ed Services 234,022 150,507 — 384,529 216,571 113,299 — 329,870 SG&A 174,598 75,000 39,669 289,267 169,984 54,259 31,896 256,139 Total operating expenses 408,620 225,507 39,669 673,796 386,555 167,558 31,896 586,009 Income (loss) from operations 77,756 20,804 (39,669) 58,891 42,762 10,533 (31,896) 21,399 Net income (loss) 71,646 21,048 (50,693) 42,001 38,324 10,700 (36,702) 12,322 EBITDA(1) 100,698 25,962 (37,949) 88,711 64,119 14,610 (31,632) 47,097 Adjusted EBITDA(1) 104,113 28,327 (29,585) 102,855 71,590 16,296 (23,641) 64,245 Adjusted EBITDA margin 21.4% 11.5% —% 14.0% 16.7% 9.2% —% 10.6% 1. For a detailed reconciliation of Non-GAAP measures, see slides 16-22.
Financial Supplement Segment Results of Operations - Fourth Quarter ($ in thousands) 3 Mos. % of 3 Mos. % of 3 Mos. % of 3 Mos. % of 09/30/2024 Segment 09/30/2024 Segment 09/30/2024 Consolidated 09/30/2024 Consolidated UTI Revenue Concorde Revenue Corporate Revenue Consolidated Revenue EDUCATIONAL SERVICES AND FACILITIES EXPENSES: Compensation and related costs $ 30,810 23.6 % $ 25,109 38.2 % $ — — % $ 55,919 28.5 % Occupancy Costs 7,917 6.1 % 5,316 8.1 % — — % 13,233 6.7 % Supplies, maintenance and student expense 7,483 5.7 % 5,192 7.9 % — — % 12,675 6.5 % Depreciation and amortization expense 5,828 4.5 % 1,167 1.8 % — — % 6,995 3.6 % Contract service expense 878 0.7 % 596 0.9 % — — % 1,474 0.8 % Other educational services and facilities expense 6,113 4.7 % 2,946 4.5 % — — % 9,059 4.6 % Total $ 59,029 45.2 % $ 40,326 61.3 % $ — — % $ 99,355 50.6 % SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES: Compensation and related costs $ 22,000 16.9 % $ 7,492 11.4 % $ 6,750 3.4 % $ 36,242 18.5 % Advertising and marketing costs 11,518 8.8 % 6,545 9.9 % 180 0.1 % 18,243 9.3 % Professional and contract service expense 1,727 1.3 % 2,108 3.2 % 3,286 1.7 % 7,121 3.6 % Other selling general and administrative expense 5,827 4.5 % 2,628 4.0 % 920 0.5 % 9,375 4.8 % Total $ 41,072 31.5 % $ 18,773 28.5 % $ 11,136 5.7 % $ 70,981 36.1 % COMPENSATION AND RELATED COST SUMMARY: Salaries, employee benefit and tax expense $ 51,261 39.3 % $ 31,799 48.3 % $ 4,387 2.2 % $ 87,447 44.5 % Bonus expense 771 0.6 % 721 1.1 % 360 0.2 % 1,852 0.9 % Stock based compensation 778 0.6 % 81 0.1 % 2,003 1.0 % 2,862 1.5 % Total compensation and related costs: $ 52,810 40.5 % $ 32,601 49.5 % $ 6,750 3.4 % $ 92,161 46.9 % PAGE 10
Financial Supplement Segment Results of Operations - Year to Date ($ in thousands) 12 Mos. % of 12 Mos. % of 12 Mos. % of 12 Mos. % of 09/30/2024 Segment 09/30/2024 Segment 09/30/2024 Consolidated 09/30/2024 Consolidated UTI Revenue Concorde Revenue Corporate Revenue Consolidated Revenue EDUCATIONAL SERVICES AND FACILITIES EXPENSES: Compensation and related costs $ 121,073 24.9 % $ 94,826 38.5 % $ — — % $ 215,899 29.5 % Occupancy Costs 30,519 6.3 % 21,847 8.9 % — — % 52,366 7.1 % Supplies, maintenance and student expense 33,204 6.8 % 17,479 7.1 % — — % 50,683 6.9 % Depreciation and amortization expense 22,456 4.6 % 4,346 1.8 % — — % 26,802 3.7 % Contract service expense 3,611 0.7 % 2,126 0.9 % — — % 5,737 0.8 % Other educational services and facilities expense 23,159 4.8 % 9,883 4.0 % — — % 33,042 4.5 % Total $ 234,022 48.1 % $ 150,507 61.1 % $ — — % $ 384,529 52.5 % SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES: Compensation and related costs $ 90,348 18.6 % $ 30,253 12.3 % $ 27,101 3.7 % $ 147,702 20.2 % Advertising and marketing costs 51,940 10.7 % 25,744 10.5 % 577 0.1 % 78,261 10.7 % Professional and contract service expense 6,810 1.4 % 7,557 3.1 % 11,861 1.6 % 26,228 3.6 % Other selling general and administrative expense 25,500 5.2 % 11,446 4.6 % 130 — % 37,076 5.1 % Total $ 174,598 35.9 % $ 75,000 30.4 % $ 39,669 5.4 % $ 289,267 39.5 % COMPENSATION AND RELATED COST SUMMARY: Salaries, employee benefit and tax expense $ 197,538 40.6 % $ 121,359 49.3 % $ 15,857 2.2 % $ 334,754 45.7 % Bonus expense 11,803 2.4 % 3,507 1.4 % 4,977 0.7 % 20,287 2.8 % Stock based compensation 2,080 0.4 % 213 0.1 % 6,267 0.9 % 8,560 1.2 % Total compensation and related costs: $ 211,421 43.5 % $ 125,079 50.8 % $ 27,101 3.7 % $ 363,601 49.6 % PAGE 11
Financial SupplementNew Student Starts Details 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 3 Mos. 9/30/24 6/30/24 3/31/24 12/31/23 9/30/23 6/30/23 3/31/23 12/31/22 UTI Segment Total New Student Starts 7,068 2,916 2,840 2,314 6,500 3,333 2,374 1,974 Y/Y growth/(decline)(1) 8.7% (12.5)% 19.6% 17.2% 9.0% 5.3% 4.4% 0.1% High School New Student Starts 4,436 708 631 640 4,044 1,195 539 560 Y/Y growth/(decline) 9.7% (40.8)% 17.1% 14.3% 6.8% 15.8% 0.2% 15.9% Adult New Student Starts 1,974 1,586 1,579 1,154 1,919 1,613 1,320 1,013 Y/Y growth/(decline) 2.9% (1.7)% 19.6% 13.9% 11.0% (2.9)% 3.7% 0.2% Military New Student Starts 658 622 630 520 537 525 515 401 Y/Y growth/(decline) 22.5% 18.5% 22.3% 29.7% 19.3% 11.0% 11.0% (16.1)% Concorde Segment Total New Student Starts 4,424 2,651 2,640 2,032 3,892 1,967 2,252 321 Y/Y growth/(decline)(2) 13.7% 34.8% 17.2% —% —% —% —% —% Core New Student Starts 2,391 1,598 1,556 1,375 1,986 1,325 1,384 321 Y/Y growth/(decline)(2) 20.4% 20.6% 12.4% —% —% —% —% —% Clinical New Student Starts 2,033 1,053 1,084 657 1,906 642 868 — Y/Y growth/(decline)(2) 6.7% 64.0% 24.9% —% —% —% —% —% PAGE 12 1. UTI is seeing the impact of timing shifts between June and July which resulted in a 12.5% decline year over year, and Concorde benefiting from timing shifts of clinical start opportunities between the third and fourth quarters, resulting in an increase of 34.8% year over year. 2. The acquisition of Concorde closed on December 1, 2022. Therefore, there is no year-over-year comparability for the Total segment and Concorde segment during the earlier periods.
Financial Supplement Note: On December 18, 2023, the Company exercised in full its right of conversion of the Company’s Series A Preferred Stock which resulted in the conversion of all outstanding Series A Preferred shares into19,296,843 shares of Common Stock. Consolidated Balance Sheet and Cash Flow Summary ($ in thousands) At: 9/30/24 9/30/23(1) Cash & cash equivalents $ 161,900 $ 151,547 Total current assets 221,951 204,985 PP&E (net) 264,797 266,346 Right-of-use assets for operating leases 158,778 176,657 Total assets 744,575 740,685 Operating lease liability – current 22,210 22,481 Long term debt, current portion 2,697 2,517 Total current liabilities 204,963 184,700 Operating lease liability – LT 146,831 165,026 Long term debt 123,007 159,600 Total liabilities 484,344 514,718 Stockholders’ equity 260,231 225,967 Total liabilities & equity $ 744,575 $ 740,685 12 Mos. 9/30/24 12 Mos. 9/30/23(1) Net cash (used in) provided by operating activities $ 85,895 $ 49,148 Cash paid for acquisition, net of cash acquired(1) — (16,381) Net (purchases) proceeds from held-to-maturity securities — 29,000 Purchase of property and equipment, excluding Lisle, Orlando, new campus purchases and program expansion (24,298) (30,529) Purchase of Orlando, Florida campus buildings and associated land — (26,156) Other Investing Activities 296 — Net cash used in investing activities (24,002) (44,066) Proceeds from revolving credit facility 41,000 90,000 Payment on revolving credit facility (75,000) — Payment of preferred stock cash dividend (1,097) (5,069) Preferred share repurchase (11,503) — Payments on term loans and finance leases (2,518) (1,788) Payment of payroll taxes on stock-based compensation through shares withheld (2,227) (781) Net cash provided by financing activities (51,345) 81,846 Change in cash and restricted cash 10,548 86,928 Ending balance of cash and restricted cash $ 167,472 $ 156,924 PAGE 13 1. The acquisition of Concorde closed on December 1, 2022 impacting comparability for all future periods.
Financial Supplement Earnings Per Share Trend and Guidance ($ in thousands, except EPS) Fiscal 2025 Midpoint 12 Mos. 9/30/24 3 Mos. 9/30/24 3 Mos. 6/30/24 3 Mos. 3/31/24 3 Mos. 12/31/23 12 Mos. 9/30/23(1) 3 Mos. 9/30/23 3 Mos. 6/30/23 3 Mos. 3/31/23 Net Income (loss) ~$52,000-56,000 $ 42,001 $ 18,840 $ 4,985 $ 7,787 $ 10,389 $ 12,322 $ 6,702 $ (509) $ 3,480 Less: Preferred stock dividend declared — (1,097) $ — — — (1,097) (5,069) (1,278) (1,263) (1,251) Net income (loss) available for distribution ~$54,000 40,904 18,840 4,985 7,787 9,292 7,253 5,424 (1,772) 2,229 Income allocated to participating securities — (2,855) — — — (2,855) (2,712) (2,025) — (833) Net income (loss) available to common shareholders ~$54,000 $ 38,049 $ 18,840 $ 4,985 $ 7,787 $ 6,437 $ 4,541 $ 3,399 $ (1,772) $ 1,396 Weighted average basic shares outstanding ~54,000 49,429 53,813 53,805 53,757 36,434 33,985 34,070 34,067 33,999 Basic income (loss) per common share ~$0.96-1.04 $ 0.77 $ 0.35 $ 0.09 $ 0.14 $ 0.18 $ 0.13 $ 0.10 $ (0.05) $ 0.04 Weighted average basic shares outstanding ~54,000 49,429 53,813 53,805 53,757 36,434 33,985 34,070 34,067 33,999 Dilutive effect related to employee stock plans ~1,400 1,422 1,591 1,146 1,013 1,005 494 754 — 554 Weighted average diluted shares outstanding ~55,400 50,851 55,404 54,951 54,770 37,439 34,479 34,824 34,067 34,553 Diluted income (loss) per common share ~$0.93-1.01 $ 0.75 $ 0.34 $ 0.09 $ 0.14 $ 0.17 $ 0.13 $ 0.10 $ (0.05) $ 0.04 PAGE 14 1. The acquisition of Concorde closed on December 1, 2022. As such, the twelve months ended September 30, 2023 only includes ten months of Concorde activity. Note: With the December 18, 2023 conversion of all remaining Series A preferred shares into common shares, the two-class EPS calculation method the Company has employed previously will no longer be applicable. While it was used for Q1 FY2024 and remained in place for year-to-date FY 2024 calculations to account for the Preferred shares before conversion, the remaining quarters in FY 2024 and all quarters in FY 2025 and beyond will employ the more traditional basic and diluted EPS methodology.
Financial Supplement Leverage as of 9/30/2024 Current Loan Balances $125.7M LTM EBITDA $102.8M Cash & Cash Equivalents $161.9M Gross Leverage Ratio 1.22x Net Leverage Ratio -0.35x Debt as of 9/30/2024 Term Loan: Avondale Campus (Fifth Third Bank) Original Note Amount $31.2M Inception Date 5/12/2021 Rate* Fixed/Floating Maturity 7 years Current Note Balance $28.4M Term Loan: Lisle Campus (Valley National Bank) Original Note Amount $38.0M Inception Date 4/14/2022 Rate** Fixed/Floating Maturity 7 years Current Note Balance $36.9M Revolver (Fifth Third Bank) Total Capacity $125.0M Inception Date 11/21/2022 Rate*** Floating Maturity 3 years Current Loan Balance $56M 9/30/2025 proforma leverage calculation is based upon midpoint of the adjusted EBITDA guidance range and projected year-end cash balance, both of which will depend on actual company performance Note: FY 2025 proforma cash and debt balances assume no revolver paydown, though that will continue to be evaluated throughout the year. Any reduction to the outstanding revolver balance would benefit gross leverage but have no impact on net leverage. Leverage Ratios PAGE 15 *Avondale rate is 50% fixed at 3.50% + 50% Floating @ SOFR plus 2% Margin **Lisle rate is 50% fixed at 4.69% + 50% Floating @ SOFR plus 2% Margin ***Revolver rate is SOFR plus 1.75% to 2.25% Margin based on UTI's Total Leverage Proforma Leverage 9/30/2025 Note Balances (Projected) $93M LTM EBITDA - FY 2025 Guidance midpoint ~$122M Cash & Cash Equivalents (Projected) ~$200M Gross Leverage Ratio 0.76x Net Leverage Ratio -0.88x
Financial SupplementUse of Non-GAAP Financial Information PAGE 16 In addition to disclosing financial results that are determined in accordance with U.S. generally accepted accounting principles ("GAAP"), the Company also discloses certain non-GAAP financial information. These financial measures are not recognized measures under GAAP and are not intended to be and should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The Company discloses these non-GAAP financial measures because it believes that they provide investors an additional analytical tool to clarify its results of operations and identify underlying trends. Additionally, the Company believes that these measures may also help investors compare its performance on a consistent basis across time periods. The Company defines adjusted EBITDA as net income (loss) before interest expense, interest income, income taxes, depreciation and amortization, adjusted for stock-based compensation expense and items not considered normal recurring operations. The Company defines adjusted free cash flow as net cash provided by (used in) operating activities less capital expenditures, adjusted for items not considered normal recurring operations. Management utilizes adjusted figures as performance measures internally for operating decisions, strategic planning, annual budgeting and forecasting. For the periods presented, our adjustments for items that management does not consider to be normal recurring operations include: • Acquisition-related costs: We have excluded costs associated with both potential and announced acquisitions to allow for comparable financial results to historical operations and forward-looking guidance. • Integration-related costs for completed acquisitions: We have excluded integration costs related to business structure realignment and new programs for recent acquisitions to allow for comparable financial results to historical operations and forward-looking guidance. In addition, the nature and amount of such charges vary significantly based on the size and timing of the programs. By excluding the referenced expenses from our non- GAAP financial measures, our management is able to further evaluate our ability to utilize existing assets and estimate their long-term value. Furthermore, our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance. • One-time costs associated with new campus openings: During fiscal 2022, we opened new campus locations in Austin, Texas and Miramar, Florida. We continued to incur one-time costs during fiscal 2023 for the campus opening as we completed the build-out of the remaining programs in the new facilities. We disclose any campus adjustments as direct costs (net of any corporate allocations). Outfitting a new campus requires significant facility improvements and modifications, and the purchase of technical equipment and training aids necessary for teaching our programs, the combination of which requires a significant investment by the Company which would not be considered part of normal recurring operations. • Restructuring charges: In December 2023, we announced plans to consolidate the two Houston, Texas campus locations to align the curriculum, student facing systems, and support services to better serve students seeking careers in in-demand fields. As part of the transition, the MIAT-Houston campus, acquired in November 2021, began a phased teach-out in May 2024, and such campus began operating under the UTI brand. MIAT- Houston students who have not completed their programs before their program’s teach-out date may enroll at UTI-Houston to complete their program. Both facilities will remain in use, operated by UTI-Houston post- consolidation. • Facility lease accounting adjustments: During 2022, as part of our facility optimization project, we recorded lease accounting adjustments for lease termination payments associated with our Orlando, Florida and MMI Phoenix, Arizona campuses and a non-cash lease adjustment when we purchased our Lisle, Illinois campus. During 2024, we recorded a lease accounting adjustment for a lease termination payment for the previous Concorde corporate offices. These adjustments are not considered part of normal recurring operations. • Costs related to the purchase of our campuses: We lease the majority of our campus locations. Over the past three years due to shifts within the real estate environment, we have been presented with the opportunity to purchase three of our campus locations. These purchases are significant capital expenditures and not considered part of normal recurring operations. To obtain a complete understanding of our performance, these measures should be examined in connection with net income (loss) and net cash provided by (used in) operating activities, determined in accordance with GAAP, as presented in the financial statements and notes thereto included in the annual and quarterly filings with the SEC. Because the items excluded from these non-GAAP measures are significant components in understanding and assessing our financial performance under GAAP, these measures should not be considered to be an alternative to net income (loss) or net cash provided by (used in) operating activities as a measure of our operating performance or liquidity. Exclusion of items in the non-GAAP presentation should not be construed as an inference that these items are unusual, infrequent or non-recurring. Other companies, including other companies in the education industry, may define and calculate non-GAAP financial measures differently than we do, limiting their usefulness as a comparative measure across similarly titled performance measures presented by other companies. A reconciliation of the historical non-GAAP financial measures to the most directly comparable GAAP measures is included in the following slides and investors are encouraged to review the reconciliations. Information reconciling forward-looking adjusted EBITDA and adjusted free cash flow to the most directly comparable GAAP financial measure is unavailable to the company without unreasonable effort. The company is not able to provide a quantitative reconciliation of forward-looking adjusted EBITDA or adjusted free cash flow to the most directly comparable GAAP financial measure because certain items required for such reconciliation are uncertain, outside of the company’s control and/or cannot be reasonably predicted, including but not limited to the provision for (benefit from) income taxes. Preparation of such reconciliation would require a forward-looking statement of income and statement of cash flows prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to the company without unreasonable effort.
Financial Supplement Consolidated Adjusted EBITDA Reconciliation Trend ($ in thousands) 1. Costs related to both announced and potential acquisition targets. 2. The Austin, TX and Miramar, FL campuses opened during FY2022. The adjustment reflects one-time opening costs incurred for both campuses. 3. Lease accounting adjustments from our campus optimization efforts. These are primarily non-cash except for a lease termination payment related to our Orlando campus and our Concorde corporate facility. 4. The acquisition of Concorde closed on December 1, 2022 impacting comparability for all future periods. 5. On December 5, 2023, UTI announced plans to consolidate the two Houston, Texas campus locations to better align with our business strategy. 6. Costs related to integrating the MIAT programs at the UTI campuses and launching Concorde programs that were previously approved by regulatory bodies prior to the acquisition are presented in “Integration related costs for completed acquisitions.” In prior quarters, these costs were presented in a line labeled “Start-up costs for new campuses and program expansion.” As the nature of the spend and activity are more aligned to integration, we have updated our presentation and recast the prior year for comparability. 12 Mos. 9/30/24 3 Mos. 9/30/24 3 Mos. 6/30/24 3 Mos. 3/31/24 3 Mos. 12/31/23 12 Mos. 9/30/23(5) 3 Mos. 9/30/23 3 Mos. 6/30/23 3 Mos. 3/31/23 3 Mos. 12/31/22(4) Net income (loss), as reported $ 42,001 $ 18,840 $ 4,985 $ 7,787 $ 10,389 $ 12,322 $ 6,703 $ (509) $ 3,480 $ 2,648 Interest expense (income), net 3,157 795 709 757 896 3,795 1,038 1,325 832 600 Income tax expense (benefit) 14,229 6,530 1,772 2,767 3,160 5,765 2,541 (64) 1,763 1,525 Depreciation and amortization 29,324 7,762 7,376 7,202 6,984 25,215 6,566 6,655 6,746 5,248 EBITDA $ 88,711 $ 33,927 $ 14,842 $ 18,513 $ 21,429 $ 47,097 $ 16,848 $ 7,407 $ 12,821 $ 10,021 Acquisition related costs(1) — — — — — 2,374 56 221 1,322 775 Integration related costs for completed acquisitions(6) 6,049 1,126 1,653 1,696 1,574 8,585 2,200 2,950 1,951 1,484 Start-up costs for new campuses and program expansion(2) — — — — — 2,341 32 335 984 990 Stock-based compensation expense 8,560 2,862 1,863 2,353 1,482 3,848 33 533 2,113 1,169 Facility lease accounting adjustments(3) (650) (650) — — — — — — — — Restructuring Costs(5) 185 44 53 45 43 — — — — — Adjusted EBITDA, non-GAAP $ 102,855 $ 37,309 $ 18,411 $ 22,607 $ 24,528 $ 64,245 $ 19,169 $ 11,446 $ 19,191 $ 14,439 PAGE 17
Financial Supplement Consolidated Adjusted EBITDA Reconciliation Trend ($ in thousands) 12 Mos. 9/30/24 9 Mos. 6/30/24 6 Mos. 3/31/24 3 Mos. 12/31/23 12 Mos. 9/30/23(5) 9 Mos. 6/30/23 6 Mos. 3/31/23 3 Mos. 12/31/22(4) Net income, as reported $ 42,001 $ 23,161 $ 18,176 $ 10,389 $ 12,322 $ 5,619 $ 6,128 $ 2,648 Interest expense (income), net 3,157 2,362 1,653 896 3,795 2,757 1,432 600 Income tax expense (benefit) 14,229 7,699 5,927 3,160 5,765 3,224 3,288 1,525 Depreciation and amortization 29,324 21,562 14,186 6,984 25,215 18,649 11,994 5,248 EBITDA $ 88,711 $ 54,784 $ 39,942 $ 21,429 $ 47,097 $ 30,249 $ 22,842 $ 10,021 Acquisition related costs(1) — — — — 2,374 2,318 2,097 775 Integration related costs for completed acquisitions(6) 6,049 4,924 3,271 1,574 8,585 6,385 3,435 1,484 Start-up costs for new campuses and program expansion(2) — — — — 2,341 2,309 1,974 990 Stock-based compensation expense 8,560 5,698 3,835 1,482 3,848 3,815 3,282 1,169 Facility lease accounting adjustments(3) (650) — — — — — — — Restructuring Costs(5) 185 141 88 43 — — — — Adjusted EBITDA, non-GAAP $ 102,855 $ 65,547 $ 47,136 $ 24,528 $ 64,245 $ 45,076 $ 33,630 $ 14,439 PAGE 18 1. Costs related to both announced and potential acquisition targets. 2. The Austin, TX and Miramar, FL campuses opened during FY2022. The adjustment reflects one-time opening costs incurred for both campuses. 3. Lease accounting adjustments from our campus optimization efforts. These are primarily non-cash except for a lease termination payment related to our Orlando campus and our Concorde corporate facility. 4. The acquisition of Concorde closed on December 1, 2022 impacting comparability for all future periods. 5. On December 5, 2023, UTI announced plans to consolidate the two Houston, Texas campus locations to better align with our business strategy. 6. Costs related to integrating the MIAT programs at the UTI campuses and launching Concorde programs that were previously approved by regulatory bodies prior to the acquisition are presented in “Integration related costs for completed acquisitions.” In prior quarters, these costs were presented in a line labeled “Start-up costs for new campuses and program expansion.” As the nature of the spend and activity are more aligned to integration, we have updated our presentation and recast the prior year for comparability. Year to date
Financial Supplement Adjusted EBITDA Reconciliation By Segment ($ in thousands) 3 Mos. 9/30/24 3 Mos. 9/30/23 3 Mos. 9/30/24 3 Mos. 9/30/23 3 Mos. 9/30/24 3 Mos. 9/30/23 UTI UTI Concorde Concorde Corporate Corporate Net income (loss), as reported $ 28,760 $ 13,048 $ 6,777 $ 3,169 $ (16,697) $ (9,514) Interest expense (income), net 1,689 1,468 (63) (40) (831) (390) Income tax expense (benefit) — — — — 6,530 2,541 Depreciation and amortization 5,996 6,124 1,419 439 347 3 EBITDA $ 36,445 $ 20,640 $ 8,133 $ 3,568 $ (10,651) $ (7,360) Acquisition related costs(1) — — — — — 56 Integration related costs for completed acquisitions(5) 187 923 730 419 209 858 Start-up costs for new campuses and program expansion(2) — 32 — — — — Stock-based compensation expense 778 (107) 81 — 2,003 140 Facility lease accounting adjustments(3) — — (650) — — — Restructuring Costs(4) 44 — — — — — Adjusted EBITDA, non-GAAP $ 37,454 $ 21,488 $ 8,294 $ 3,987 $ (8,439) $ (6,306) PAGE 19 1. Costs related to both announced and potential acquisition targets. 2. The Austin, TX and Miramar, FL campuses opened during FY2022. The adjustment reflects one-time opening costs incurred for both campuses. 3. Lease accounting adjustments from our campus optimization efforts. These are primarily non-cash except for a lease termination payment related to our Orlando campus and our Concorde corporate facility. 4. On December 5, 2023, UTI announced plans to consolidate the two Houston, Texas campus locations to better align with our business strategy. 5. Costs related to integrating the MIAT programs at the UTI campuses and launching Concorde programs that were previously approved by regulatory bodies prior to the acquisition are presented in “Integration related costs for completed acquisitions.” In prior quarters, these costs were presented in a line labeled “Start-up costs for new campuses and program expansion.” As the nature of the spend and activity are more aligned to integration, we have updated our presentation and recast the prior year for comparability. Quarter to date
Financial Supplement Adjusted EBITDA Reconciliation By Segment ($ in thousands) 12 Mos. 9/30/24 12 Mos. 9/30/23(5) 12 Mos. 9/30/24 10 Mos. 9/30/23(4) 12 Mos. 9/30/24 12 Mos. 9/30/23 UTI UTI Concorde Concorde Corporate Corporate Net income (loss), as reported $ 71,646 $ 38,324 $ 21,048 $ 10,700 $ (50,693) $ (36,702) Interest expense (income), net 6,135 4,682 (244) (167) (2,734) (720) Income tax expense (benefit) — — — — 14,229 5,765 Depreciation and amortization 22,917 21,113 5,158 4,077 1,249 25 EBITDA $ 100,698 $ 64,119 $ 25,962 $ 14,610 $ (37,949) $ (31,632) Acquisition related costs(1) — — — — — 2,374 Integration related costs for completed acquisitions(6) 1,150 4,061 2,802 1,686 2,097 2,838 Start-up costs for new campuses and program expansion(2) — 2,341 — — — — Stock-based compensation expense 2,080 1,069 213 — 6,267 2,779 Facility lease accounting adjustments(3) — — (650) — — — Restructuring Costs(5) 185 — — — — — Adjusted EBITDA, non-GAAP $ 104,113 $ 71,590 $ 28,327 $ 16,296 $ (29,585) $ (23,641) PAGE 20 Year to date 1. Costs related to both announced and potential acquisition targets. 2. The Austin, TX and Miramar, FL campuses opened during FY2022. The adjustment reflects one-time opening costs incurred for both campuses. 3. Lease accounting adjustments from our campus optimization efforts. These are primarily non-cash except for a lease termination payment related to our Orlando campus and Concorde corporate facility. 4. The acquisition of Concorde closed on December 1, 2022 impacting comparability for all future periods. 5. On December 5, 2023, UTI announced plans to consolidate the two Houston, Texas campus locations to better align with our business strategy. 6. Costs related to integrating the MIAT programs at the UTI campuses and launching Concorde programs that were previously approved by regulatory bodies prior to the acquisition are presented in “Integration related costs for completed acquisitions.” In prior quarters, these costs were presented in a line labeled “Start-up costs for new campuses and program expansion.” As the nature of the spend and activity are more aligned to integration, we have updated our presentation and recast the prior year for comparability.
Financial Supplement Adjusted EBITDA Reconciliation Trend By Segment ($ in thousands) 3 Mos. 9/30/24 3 Mos. 6/30/24 3 Mos. 3/31/24 3 Mos. 12/31/23 3 Mos. 9/30/23 3 Mos. 9/30/24 3 Mos. 6/30/24 3 Mos. 3/31/24 3 Mos. 12/31/23(4) 3 Mos. 9/30/23 UTI UTI UTI UTI UTI Concorde Concorde Concorde Concorde Concorde Net income (loss), as reported $ 28,760 $ 12,673 $ 16,616 $ 13,597 $ 13,048 $ 6,777 $ 3,778 $ 3,320 $ 7,173 $ 3,169 Interest expense (income), net 1,689 1,469 1,471 1,506 1,468 (63) (62) (74) (45) (40) Depreciation and amortization 5,996 5,743 5,684 5,494 6,124 1,419 1,367 1,217 1,154 439 EBITDA $ 36,445 $ 19,885 $ 23,771 $ 20,597 $ 20,640 $ 8,133 $ 5,083 $ 4,463 $ 8,282 $ 3,568 Acquisition related costs(1) — — — — — — — — — — Integration related costs for completed acquisitions(6) 187 237 226 500 923 730 726 884 462 419 Start-up costs for new campuses and program expansion(2) — — — — 32 — — — — — Stock-based compensation expense 778 518 313 471 (107) 81 56 68 8 — Facility lease accounting adjustments(3) — — — — — (650) — — — — Restructuring Costs(5) 44 53 45 43 — — — — — — Adjusted EBITDA, non-GAAP $ 37,454 $ 20,693 $ 24,355 $ 21,611 $ 21,488 $ 8,294 $ 5,865 $ 5,415 $ 8,752 $ 3,987 PAGE 21 Quarter to date Note: Corporate results are not included within these metrics. 1. Costs related to both announced and potential acquisition targets. 2. The Austin, TX and Miramar, FL campuses opened during FY2022. The adjustment reflects one-time opening costs incurred for both campuses. 3. Lease accounting adjustments from our campus optimization efforts. These are primarily non-cash except for a lease termination payment related to our Orlando campus and our Concorde corporate facility. 4. The acquisition of Concorde closed on December 1, 2022 impacting comparability for all future periods. 5. On December 5, 2023, UTI announced plans to consolidate the two Houston, Texas campus locations to better align with our business strategy. 6. Costs related to integrating the MIAT programs at the UTI campuses and launching Concorde programs that were previously approved by regulatory bodies prior to the acquisition are presented in “Integration related costs for completed acquisitions.” In prior quarters, these costs were presented in a line labeled “Start-up costs for new campuses and program expansion.” As the nature of the spend and activity are more aligned to integration, we have updated our presentation and recast the prior year for comparability.
Financial Supplement Consolidated Adjusted Free Cash Flow ($ in thousands) 3 Mos. 9/30/24 3 Mos. 9/30/23 3 Mos. 9/30/22 12 Mos. 9/30/24 12 Mos. 9/30/23(8) 12 Mos. 9/30/22(8) Cash flow provided by operating activities, as reported $67,534 $53,881 $38,125 $85,895 $49,148 $46,031 Purchase of property and equipment (7,529) (7,838) (9,842) (24,298) (56,685) (79,450) Free cash flow, non-GAAP 60,005 46,043 28,283 61,597 (7,537) (33,419) Adjustments: Purchase of Lisle, Illinois campus(1) — — 201 — — 28,680 Purchase of Orlando, Florida campus(2) — — — — 26,156 — Acquisition related costs paid(4) — 61 406 — 2,347 3,923 Integration related costs for completed acquisitions(9) 992 2,007 692 6,196 7,768 1,436 Facility lease accounting adjustments(5) 700 — — 700 — 575 Cash outflow for acquisition integration property and equipment 795 1,727 — 4,330 10,530 — Cash outflow for start-up costs for new campuses and program expansion(6) — 32 721 — 2,341 5,136 Cash outflow for property and equipment for new campuses and program expansion(6) — 795 7,649 — 7,484 28,579 Cash outflow for restructuring costs and property and equipment(3) 92 — — 632 — — Severance payment for CEO transition(7) — — — — — 32 Adjusted free cash flow, non-GAAP $62,584 $50,665 $37,952 $73,455 $49,089 $34,942 1. In February 2022, we purchased our Lisle, Illinois campus for approximately $28.7 million in cash consideration. 2. In March 2023, we purchased the three primary buildings and the associated land at our UTI Orlando, Florida campus for approximately $26.2 million. 3. On December 5, 2023, UTI announced plans to consolidate the two Houston, Texas campus locations to better align with our business strategy 4. Costs related to both announced and potential acquisition targets. 5. Lease accounting adjustments from our campus optimization efforts. These are primarily non-cash except for a lease termination payment related to our Orlando and MMI Phoenix campuses and our Concorde corporate facility. 6. The Austin, TX and Miramar, FL campuses opened during FY2022. The adjustment reflects opening costs incurred for both campuses and the costs incurred related to other program expansions. 7. Adjustments reflect the cash paid in accordance with previous CEO Kimberly J. McWaters' Retirement Agreement and Release of Claims, dated October 31, 2019. 8. The acquisition of Concorde closed on December 1, 2022 impacting comparability for all future periods. 9. Costs related to integrating the MIAT programs at the UTI campuses and launching Concorde programs that were previously approved by regulatory bodies prior to the acquisition are presented in “Integration related costs for completed acquisitions.” In prior quarters, these costs were presented in a line labeled “Start-up costs for new campuses and program expansion.” As the nature of the spend and activity are more aligned to integration, we have updated our presentation and recast the prior year for comparability.PAGE 22
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