AVONDALE, ARIZONA
PHOENIX, ARIZONA
LONG BEACH, CALIFORNIA
RANCHO CUCAMONGA, CALIFORNIA
SACRAMENTO, CALIFORNIA
ORLANDO, FLORIDA
LISLE, ILLINOIS
BLOOMFIELD, NEW JERSEY
MOORESVILLE, NORTH CAROLINA
EXTON, PENNSYLVANIA
DALLAS/FORT WORTH, TEXAS
HOUSTON, TEXAS
UTI.edu
2 0 2 0 A N N U A L R E P O R T
A Message to our Shareholders
In 2020, we found ourselves on a journey that
tested our strength and resiliency, reaffirmed our
deep commitment to our students and, in many
ways, accelerated our transformation.
Our graduates continue to be in demand. They are
starting careers in stable, essential industries,
and UTI is financially strong and well-positioned
for the future.
Shareholder Information
Board of Directors
Corporate Officers
We started the year strong.
By mid-fiscal 2020, we had achieved our seventh
consecutive quarter of new student start growth,
continued to grow revenue and profitability year
over year, and raised $49.5 million in capital
to support new growth initiatives. We were gaining
momentum and well on our way to an outstanding
year when COVID-19 shut down the world.
Yet true to form, our team and students rallied.
We swiftly transformed our solely in-person
education model to a blended format, allowing
students to complete classroom learning online,
transformed our campuses to deliver hands-on
training in safe, CDC-compliant labs, and found
innovative ways to connect with and support
current and prospective students.
Early in the fourth quarter, we began to emerge
from the turmoil. New student inquiries, enrollments,
start volumes and show rates grew steadily and,
at the close of the fiscal year, we had more students
in school than at the end of fiscal 2019.
With new, dynamic leaders in place, we are now
enhancing our blended learning model, pursuing
proven growth initiatives and continuing to offer
our hallmark state-of-the-industry education.
As I reflect on the past year, I am incredibly grateful
to the UTI team who, in the face of great adversity,
kept UTI, our students and America moving. We are
stronger for the challenges we faced, and even
better prepared to deliver success for our students,
shareholders and for UTI.
Sincerely,
Jerome A. Grant
Chief Executive Officer
With more than 220,000 graduates in its 55-year history, Universal Technical Institute, Inc. (NYSE: UTI) is the nation’s
leading provider of technical training for automotive, diesel, collision repair, motorcycle and marine technicians, and
offers welding technology and computer numerical control (CNC) machining programs. The company has partnerships
with more than 30 leading manufacturers, outfits its state-of-the-industry facilities with current technology, and
delivers training that is aligned with employer needs. Through its network of 12 campuses nationwide, UTI offers post-
secondary programs under the banner of several well-known brands, including Universal Technical Institute (UTI),
Motorcycle Mechanics Institute and Marine Mechanics Institute (MMI) and NASCAR Technical Institute (NASCAR
Tech). The company is headquartered in Phoenix, Arizona. For more information, visit www.uti.edu.
Jerome A. Grant
Chief Executive Officer
Troy R. Anderson
Executive Vice President,
Chief Financial Officer
Sherrell E. Smith
Executive Vice President,
Campus Operations and
Services
Bart H. Fesperman
Senior Vice President,
Chief Commercial Officer
Todd A. Hitchcock
Senior Vice President,
Chief Strategy and
Transformation Officer
Christopher E. Kevane
Senior Vice President,
Chief Legal Officer
Sonia C. Mason
Senior Vice President,
Chief Human Resources Officer
Eric A. Severson
Senior Vice President,
Admissions
Lori B. Smith
Senior Vice President,
Chief Information Officer
Request for Investor
Information
Universal Technical Institute, Inc.
Investor Relations
4225 E. Windrose Drive
Suite 200
Phoenix, Arizona 85032
(623) 445-9500
The company will furnish a copy of the
2020 Annual Report on Form 10-K
without charge upon a written request
to the address above. In addition, the
electronic version of the Annual Report
can be found at www.uti.edu, under
the captions Investors-Financial
Information-Annual Reports.
UTI has submitted the requisite
certification regarding its corporate
governance listing standards to the
New York Stock Exchange.
Common Stock
Traded on the New York Stock
Exchange under the symbol UTI
Transfer Agent
Computershare
PO BOX 505000
Louisville, Kentucky 40233-5000
Independent Accountants
Deloitte & Touche, LLP
2901 North Central Avenue
Suite 1200
Phoenix, Arizona 85012-2799
Robert T. DeVincenzi
Chairman of the Board
Principal Partner,
Lupine Venture Group
David A. Blaszkiewicz
Director
President and Chief Executive Officer,
Invest Detroit
George W. Brochick
Director
Executive Vice President –
Strategic Development,
Penske Automotive Group, Inc.
Jerome A. Grant
Director
Chief Executive Officer,
Universal Technical Institute, Inc.
LTG (R) William J. Lennox
Director
Former Superintendent of the United
States Military Academy at West Point
Chief Executive Officer,
Lennox Strategies, LLC
Kimberly J. McWaters
Director
Former President and
Chief Executive Officer,
Dr. Roderick R. Paige
*
Director
Former United States
Secretary of Education
Universal Technical Institute, Inc.
Christopher S. Shackelton
Director
Managing Partner,
Coliseum Capital Management, LLC
Linda J. Srere
Director
Former President,
Young and Rubicam Advertising
Kenneth R. Trammell
Director
Former Executive Vice President
and Chief Financial Officer,
Tenneco, Inc.
John C. White
*
Director
Former Chairman of the Board,
Universal Technical Institute, Inc.
*Effective as of November 30, 2020, Dr. Paige and Mr. White each voluntarily retired from our board of directors.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
FORM 10-K
(cid:59)(cid:59)(cid:3)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934(cid:3)
For the fiscal year ended September 30, 2020
(cid:133)(cid:3)TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____ to ______
Commission File Number 1-31923
UNIVERSAL TECHNICAL INSTITUTE, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
86-0226984
(IRS Employer Identification No.)
4225 East Windrose Drive, Suite 200
Phoenix, Arizona 85032
(Address of principal executive offices)
(623) 445-9500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.0001 par value
Trading Symbol
UTI
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes (cid:133)(cid:3)No (cid:133)
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes (cid:133)(cid:3)No (cid:133)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes (cid:133) No (cid:133)
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit such files). Yes (cid:133) No (cid:133)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange
Act.
Large accelerated filer (cid:133)
Non-accelerated filer (cid:133)
Accelerated filer (cid:59)
Smaller reporting company (cid:133)
Emerging growth company (cid:133)
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. (cid:133)
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15
U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. (cid:133)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes (cid:133) No (cid:133)
At November 30, 2020, 32,647,362 shares of common stock were outstanding. The aggregate market value of the
shares of common stock held by non-affiliates of the registrant on the last business day of the registrant's most
recently completed second fiscal quarter (March 31, 2020) was approximately $170,000,000 (based upon the closing
price of the common stock on such date as reported by the New York Stock Exchange). For purposes of this
calculation, the registrant has excluded the market value of all common stock beneficially owned by all executive
officers and directors of the registrant.
Documents Incorporated by Reference
Portions of the registrant's definitive proxy statement for the 2021 Annual Meeting of Stockholders are incorporated
by reference into Part III of this Annual Report on Form 10-K.
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
INDEX TO FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2020
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ..................................................
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
PART I
BUSINESS ..............................................................................................................................................
RISK FACTORS ....................................................................................................................................
UNRESOLVED STAFF COMMENTS ................................................................................................
PROPERTIES ........................................................................................................................................
LEGAL PROCEEDINGS .....................................................................................................................
MINE SAFETY DISCLOSURES .........................................................................................................
PART II
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES ............................................
SELECTED FINANCIAL DATA .........................................................................................................
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS ..............................................................................................................
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ...................
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ......................................................
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE ................................................................................................................
CONTROLS AND PROCEDURES .....................................................................................................
OTHER INFORMATION ....................................................................................................................
PART III
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE ..........................
EXECUTIVE COMPENSATION ........................................................................................................
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS ................................................................................
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE .................................................................................................................................
PRINCIPAL ACCOUNTANT FEES AND SERVICES ......................................................................
ITEM 15.
PART IV
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES ...........................................................
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i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K and the documents incorporated by reference herein contain forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange
Act”), Section 27A of the Securities Act of 1933, as amended (“Securities Act”) and the Private Securities Litigation
Reform Act of 1995, which include information relating to future events, future financial performance, strategies,
expectations, competitive environment, regulation and availability of resources and involve known and unknown
risks, uncertainties and other factors which may cause our actual results, performance or achievements to be
materially different from any future results, performances or achievements expressed or implied by the forward-
looking statements. From time to time, we also provide forward-looking statements in other materials we release to
the public as well as verbal forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,”
“would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar
expressions (including the negative form of such expressions) intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words. Forward-looking statements are based
on our current expectations and assumptions, do not strictly relate to historical or current facts, any of which may
not prove to be accurate. Many factors could cause actual results to differ materially and adversely from these
forward-looking statements. Important factors that could cause actual results to differ from those in our forward-
looking statements include, without limitation:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
failure of our schools to comply with the extensive regulatory requirements for school operations;
our failure to maintain eligibility for federal student financial assistance funds;
continued Congressional examination of the for-profit education sector;
a disruption in our ability to process student loans under the Federal Direct Loan Program;
regulatory investigations of, or actions commenced against, us or other companies in our industry;
the effect of public health pandemics, epidemics or outbreak, including COVID-19;
changes in the state regulatory environment or budgetary constraints;
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
with our industry customers;
our ability to update and expand the content of existing programs and develop and integrate new programs
in a cost-effective manner and on a timely basis;
our failure to effectively identify, establish and operate additional schools, programs or campuses;
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 impact of certain holders of our Series A Preferred Stock owning a significant percentage of our capital
stock, their ability to influence and control certain corporate matters and the potential for future dilution to
holders of our common stock;
loss of our senior management or other key employees; and
risks related to other factors discussed in this Annual Report on Form 10-K, including those described in
Item 1A. “Risk Factors.”
1
The factors above are not exhaustive, and new factors may emerge or changes to the foregoing factors may occur
that could impact our business. We cannot guarantee that any forward-looking statement will be realized.
Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions. Many events
beyond our control may determine whether results we anticipate will be achieved. Should known or unknown risks
or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially
from past results and those anticipated, estimated or projected. Among the factors that could cause actual results to
differ materially are the factors discussed under Item 1A. “Risk Factors,” Item 1. “Business,” and Item 7.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should bear this in
mind as you consider forward-looking statements.
Also, these forward-looking statements represent our estimates and assumptions only as of the date of the document
containing the applicable statement. Except as required by law, we undertake no obligation to update or revise
forward-looking statements, whether as a result of new information, future events or otherwise. Thus, you should
not assume that our silence over time means that actual events are bearing out as expressed or implied in such
forward-looking statements. We qualify all of the forward-looking statements in this Annual Report on Form 10-K,
including the documents that we incorporate by reference herein, by these cautionary statements. You are advised,
however, to consult any further disclosures we make on related subjects in our reports and filings with the Securities
and Exchange Commission (“SEC”).
2
PART I
ITEM 1. BUSINESS
Overview
Universal Technical Institute, Inc. (“we,” “us” or “our”) is the leading provider of postsecondary education for
students seeking careers as professional automotive, diesel, collision repair, motorcycle and marine technicians as
measured by total average full-time enrollment and graduates. We also provide programs for welders and computer
numeric control (“CNC”) machining technicians. We offer certificate, diploma or degree programs at 12 campuses
across the United States under the banner of several well-known brands, including Universal Technical Institute
(“UTI”), Motorcycle Mechanics Institute and Marine Mechanics Institute (collectively, “MMI”) and NASCAR
Technical Institute (“NASCAR Tech”). Additionally, we offer manufacturer specific advanced training (“MSAT”)
programs, including student-paid electives, at our campuses and manufacturer or dealer sponsored training at certain
campuses and dedicated training centers. Founded in 1965, we have provided technical education for more than 55
years and have graduated more than 220,000 technicians.
All of our campuses are nationally accredited and are eligible for federal student financial assistance funds under the
Higher Education Act of 1965, as amended (“HEA”), commonly referred to as Title IV Programs, which are
administered by the U.S. Department of Education (“ED”). Our programs are also eligible for financial aid from
federal sources other than Title IV Programs, such as the programs administered by the U.S. Department of Veterans
Affairs (“VA”) and under the Workforce Investment Act.
Business Model and Industry Partnerships
Our goal is to continue to be the leading provider of postsecondary education for students seeking careers as
professional technicians. We continue to evolve our business model to provide our students with accessible,
affordable training with a focus on bringing education to the students at convenient locations. The market for
qualified service technicians is large and growing. The United States Department of Labor Bureau of Labor
Statistics (“U.S. DOL BLS”) estimates that an average of approximately 99,800 new job openings, due to growth
and net replacements, will exist annually for newly trained technicians in the automotive, diesel, and collision fields
through 2029. Additionally, the U.S. DOL BLS estimates that an average of 43,400 new job openings for welders,
11,800 new job openings for computer-controlled machine tool operators, and 4,200 new job openings for marine
and motorcycle technicians will exist annually for new entrants through 2029 in these fields.
Our student recruitment efforts begin with our commitment to positive outcomes, both for our students and our
industry relationships. Our responsibility to present job-ready graduates to employers requires that we recruit, enroll
and train prospective students who have the drive and potential to successfully pursue a career in their field of
training. We use a multi-touch media approach for our three primary admissions channels (high school, adult, and
military) to enroll and start students, which involves national and local outreach to generate a high quality and
quantity of prospective students. To maximize the likelihood of student retention and graduation, our admissions
process is intended to identify students who have the desire and ability to succeed in their chosen program. In
addition, we have established processes to identify students who may be in need of assistance to succeed in and
complete their chosen program. To assist these students in graduating, we employ student service professionals that
provide tutoring, and academic, financial, personal, and employment advisement. Additionally, as our campus
locations do not offer housing for students, we have service professionals who leverage third-party relationships and
assist our students in finding affordable housing near our campuses.
3
To ensure our programs provide students with the necessary hard and soft skills needed upon graduation, we have
relationships with over 35 original equipment manufacturers and industry brand partners across the country to
understand their needs for qualified service professionals. Through our industry relationships, we are able to
continuously refine and expand our programs and curricula. We believe our industry-focused educational model and
national presence have enabled us to develop valuable industry relationships, which provide us with significant
competitive strengths and supports our market leadership, along with enabling us to provide highly specialized
education to our students, resulting in enhanced employment opportunities and the potential for higher wages for our
graduates.
Our industry relationships also extend to thousands of local employers, after-market retailers, fleet service providers
and enthusiast organizations. Other target groups for relationship-building, such as parts and tools suppliers, provide
us with a variety of strategic and financial benefits that include equipment sponsorship, new product support,
licensing and branding opportunities and financial sponsorship for our campuses and students.
As a result of the COVID-19 pandemic during 2020, we have transitioned our on-campus, in-person education
model to a blended training model that combines instructor-facilitated online teaching and demonstrations with
hands-on labs. On-campus labs have been redesigned to meet the health, safety and social distancing guidelines
imposed by the Centers for Disease Control (“CDC”) and state and local jurisdictions, while still meeting our
accreditation and curriculum requirements. Both the ED and the Accrediting Commission of Career Schools and
Colleges (“ACCSC”) granted institutions temporary approval to offer distance learning through December 31, 2020.
To afford us additional flexibility beyond the current temporary approval period(s), we have initiated the approval
process with the ACCSC and the appropriate state agencies to be able to offer distance education and a blended
learning format for all of our programs on a more permanent basis. Additionally, we continue to invest in the online
delivery platform and curriculum to further enhance the student experience.
Business Strategy
In support of our goal to continue to be the leading provider of postsecondary education for students seeking careers
as professional automotive, diesel, collision repair, motorcycle and marine technicians, as well as welders and CNC
machining technicians, and the leading supplier of entry-level skilled technicians for the industries we serve, we are
pursuing a number of business strategies. Additionally, we are focused on growth and diversification which is
achieved through the expansion of new program offerings, funding models, and business operating models.
Return on Education
We provide an excellent return on our students’ education investment by working with our industry partners to offer
manufacturer-specific training that is tailored to industry standards and requirements, that improves students’
opportunities to find employment and maximizes their earnings potential. We actively engage transportation industry
partners in defining our core curriculum and improving and expanding our MSAT courses. We regularly evaluate
program offerings, schedules and locations that are most appealing to students and aligned with employer
expectations. We also update and expand our core and MSAT courses to align our training programs with current
industry standards and requirements.
These unique industry-aligned course offerings make our students more valuable to employers by giving them
training that is consistent with industry needs and rapidly changing technology and the opportunity to earn a variety
of industry-recognized certifications and credentials. As a result, we believe we are well positioned to better meet
the industry’s demand for skilled technicians.
4
Strengthen Industry Relationships
Our relationships with leading manufacturer brand partners and other strategic partners are important to our
business. We deliver value to these partners and employers by functioning as an efficient hiring source and low cost
training option for new and existing technicians. These relationships give us direct input on the latest needs and
requirements of employers, which not only guides our prospective student recruitment, but also strengthens our
curricula and our students’ opportunities for employment and higher earnings after graduation. In addition, our
manufacturer brand partners support our students through manufacturer-paid courses, scholarships, tuition
reimbursement programs and early employment initiatives.
Recruit, Train and Identify Employment Opportunities for More Students
Our student recruitment efforts begin with our commitment to positive outcomes for our students and our industry
relationships. Our responsibility to present job-ready graduates to employers requires that we recruit, enroll and train
prospective students who have the drive and potential to successfully pursue a career in their field of training. We
use a multi-touch media approach that involves national and local outreach to generate the quality and quantity of
prospective students necessary for our three primary admissions channels to enroll and start students.
Our marketing strategy leverages an integrated inquiry generation platform that focuses on generating awareness
and engagement, both nationally and locally, where our website acts as the primary hub of our campaigns, to inform
and educate potential students on the nature of our educational programs and the employment opportunities that
could be available to them. Currently, we advertise on television, internet search, social media, display, online video
and other internet-based content, radio, billboards and in magazines.
Our student recruitment efforts are focused on three primary markets and are conducted through three admissions
channels:
• High School: Field-based representatives develop and maintain relationships with high school guidance
counselors, teachers and administrators as well as local employers. These representatives generate student
interest in pursuing a professional technician career path and our training programs through career
presentations and workshops at high schools and career fairs and inviting students and their influencers on
field trips and tours of our campuses and local employers’ businesses.
• Adult: Campus-based representatives serve adult career-seeking or career changing students who typically
inquire with our schools as a result of our advertising campaigns.
• Military: Our military representatives are strategically located throughout the country. These
representatives focus on building relationships with military installations in order to serve the needs of
those transitioning from military service.
Affordability
We are focused on making our training more affordable and accessible through financing options, proprietary loans,
institutional and relocation grants, scholarships based on need and merit, and employer sponsored training and
tuition reimbursement. We assist students in applying for any grants or scholarships available for which they meet
qualifications and we engage employers in developing tuition reimbursement programs for employees in good
standing. During the year ended September 30, 2020, approximately 45.0% of our active students received a UTI-
5
funded scholarship or grant and approximately 20.0% of active students received funding from our proprietary loan
program. We also offer financing tools and guidance for students.
To maximize student affordability and speed to completion, we are working with high schools across the nation to
increase our Technical Education Institutional Grant (“TEIG”) agreements. The TEIG agreements allow students
who have completed course(s) related to their selected program of study to receive a corresponding tuition credit for
up to six courses. Our students may opt out of the courses provided they pass an Advanced Placement Opportunities
Test for each selected course. We have approximately 4,000 curriculum-specific TEIG agreements in place across
the country; this represents approximately 14% of the high schools covered by our admissions teams. We continue
to identify new opportunities to expand the volume of these curriculum-specific TEIG agreements.
In response to growing demand for trained technicians, our industry partners and employers are increasingly willing
to participate in our students’ cost of education by providing them with scholarship money and relocation assistance
to attend school and by offering our graduates tuition reimbursement plans and competitive compensation and
benefit packages, including signing bonuses, relocation grants and tool incentives. There are over 4,600 employer
location incentive opportunities, which make our training programs more affordable for students and may provide
them with valuable relationships or employment opportunities following graduation.
Growth and Diversification
Over the past 10 years, we have opened three new campuses and added our welding and CNC machining programs.
Our first welding program started in fiscal 2017, and we have added four additional locations at our existing
campuses where the careers in the field are in demand. We are expanding our welding program to two more
campuses in the next fiscal year and are evaluating additional expansion opportunities. We are intently focused on
positive student graduation and employment outcomes, which are an indicator that drives student demand and
ensures a high return on our students’ education investment.
Our organic growth and diversification strategy is predicated on adding new programs and new campuses in the
transportation and skilled trades fields. We also have the opportunity to pursue our growth and diversification
strategy through acquisitions. With a national higher-education market in transition, we are exploring potential
acquisition opportunities that would allow us to enter new markets, expand our presence in existing markets,
broaden our program offerings, enter into adjacent markets, or that could drive significant cost and operational
synergies.
Our diversification strategy is focused on program diversification by adding new disciplines; evolving our
instructional and delivery model to leverage enabling technologies and instructional strategies that drive student
outcomes and allow the business to more effectively scale; and identifying and adding new ways for programs to be
funded by and for students.
Schools and Programs
Through our campus-based school system, we offer specialized technical education programs under the UTI, MMI
and NASCAR Tech brands. The majority of our programs are designed to be completed in 36 to 90 weeks and
culminate in a certificate, diploma or associate of occupational studies degree, depending on the program and
campus. Tuition rates vary by type and length of our programs and the program level, such as core or advanced
training. During the year ended September 30, 2020, tuition ranged from approximately $19,000 for our CNC
program (lasting 36 weeks) to $58,000 for our Automotive and Diesel program with one specialized elective
6
program (lasting 90 weeks). During the year ended September 30, 2020, the average annual revenue per student was
approximately $28,750, net of scholarships or grants funded by us.
Our schools and programs are summarized in the following table:
Location
Arizona (Avondale)
Arizona (Phoenix)
California (Long Beach)
California (Rancho
California (Sacramento)
Brand
UTI
MMI
UTI
UTI
UTI
Florida (Orlando)
Illinois (Lisle)
New Jersey (Bloomfield)
North Carolina (Mooresville)
Pennsylvania (Exton)
Texas (Dallas/Ft. Worth)
Texas (Houston)
UTI/MMI
UTI
UTI
NASCAR
UTI
UTI
UTI
Year
Campus
Opened
1965
1973
2015
1998
2005
1986
1988
2018
2002
2004
2010
1983
Principal Programs
Automotive; Diesel; Welding
Motorcycle
Automotive; Diesel; Collision Repair and
Refinishing; Welding
Automotive; Diesel; Welding
Automotive; Diesel; Collision Repair and
Refinishing(1)
Automotive; Diesel; Motorcycle; Marine
Automotive; Diesel; Welding(2)
Automotive; Diesel
Automotive; NASCAR; CNC Machining
Automotive; Diesel
Automotive; Diesel; Welding
Automotive; Diesel; Collision Repair and
Refinishing; Welding
(1) This program is no longer enrolling new students. The teach-out of currently enrolled students will be
completed during the first quarter of fiscal 2022.
(2) Program is eligible for enrollment with programs starting during the second quarter of fiscal 2021.
Description of Current Programs Offered
As previously noted, due to the COVID-19 pandemic during 2020, we have transitioned our on-campus, in-person
education model to a blended training model that combines instructor-facilitated online teaching and demonstrations
with hands-on lab training. On-campus labs have been redesigned to meet the health, safety and social distancing
guidelines imposed by the CDC and state and local jurisdictions, while still meeting our accreditation and
curriculum requirements. The new blended learning model not only increases access for students, but will also
better prepare them to be life-long learners as technicians today perform many day-to-day tasks and continuing
education courses online or on a digital device.
While the majority of our training programs have historically been completed in-person, the blended learning model
is not a totally new concept for the business. In fiscal 2010, we began delivering some of our Automotive, Diesel,
and Automotive/Diesel programs in blended learning format which combined daily in-person instructor-led theory,
hands-on lab training, and integrated instructor-led online learning. This foundation enabled us to quickly pivot
when our campus locations were forced to temporarily close due to the COVID-19 pandemic.
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Our program offerings are further described in the table below:
Program
Automotive
Year
Established
1965
Diagnose, service and repair
automobiles
Program Focus
Job Placement
Diesel
1968
Diagnose, service and repair diesel
systems and industrial equipment
Automotive/Diesel
1970
Diagnose, service and repair
automobiles and diesel systems
Entry-level service technicians in
automotive dealer service
departments or automotive repair
facilities
Entry-level service technicians in
medium and heavy truck facilities,
truck dealerships, or in service and
repair facilities
Entry-level service technicians in
automotive repair facilities,
automotive dealer service
departments, diesel engine repair
facilities, medium and heavy truck
facilities, truck dealerships, or in
service and repair facilities
Motorcycle
1973
Diagnose, service and repair
motorcycles and all-terrain vehicles
Entry-level service technicians in
motorcycle dealerships and
independent repair facilities
Marine
1991
Diagnose, service and repair boats
Collision Repair and
Refinishing
1999
NASCAR
2002
How to repair non-structural and
structural automobile damage as
well as how to prepare cost estimates
on all phases of repair and
refinishing
Automotive training along with
additional NASCAR-specific
elective courses
Welding
2017
How to weld various materials using
a wide range of welding processes
CNC Machining
2017
How to produce precision parts used
in high-performance engines and a
wide variety of trucks, motorcycles,
cars and boats, and also in industrial
applications, aerospace components
and medical and surgical equipment
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Entry-level service technicians for
marine dealerships and independent
repair shops, as well as for marinas,
boat yards and yacht clubs
Entry-level technicians at OEM
dealerships and independent repair
facilities
Entry-level service technicians in
automotive repair facilities or
automotive dealer service
departments, or opportunities in
racing-related industries
Entry-level welders in the
construction, structural, pipe,
mechanical contracting and
fabrication industries.
Entry-level CNC operators in the
manufacturing and mechanical
fabrication industries
Manufacturer Specific Advanced Training (“MSAT”) Programs
In addition to the program offerings noted above, we also offer advanced training programs in the form of
manufacturer-paid post-graduate MSAT programs and in the form of student-paid MSAT courses, which may be
added as electives to a student’s core automotive, diesel or motorcycle program.
Manufacturer-Paid MSATs
A select number of students are offered manufacturer-paid MSATs, which are paid for by the manufacturer and/or its
dealers in return for a commitment by the student to work for a dealer of that manufacturer for a certain period of
time upon completion of the program. Students who are high performing graduates of an automotive or diesel
program may apply to be selected for these programs. The programs range from 12 to 23 weeks in duration. Our
manufacturer-paid MSATs are intended to offer in-depth instruction on specific manufacturers’ products, qualifying
a graduate for employment with a dealer seeking highly specialized, entry-level technicians with brand-specific
skills.
We currently offer the following manufacturer-paid MSAT programs using vehicles, equipment, specialty tools and
curricula provided by our manufacturer brand partners:
Manufacturer-Paid MSAT Programs Offered
BMW Service Technician Education Program (STEP) Avondale, Orlando
Mercedes-Benz DRIVE
Location
Mercedes-Benz facilities in Long Beach, California,
Jacksonville, Florida, Robbinsville, New Jersey and
Grapevine, Texas
Peterbilt Technician Institute
Porsche Technician Apprenticeship Program (PTAP)
Lisle, Dallas/Ft. Worth
Porsche facilities in Eastvale, California, Atlanta, Georgia,
and Easton, Pennsylvania
Volvo Service Automotive Factory Education (SAFE)
Avondale
Student-Paid MSATs
We currently offer the following student-paid MSAT programs using vehicles, equipment, specialty tools and
curricula provided by and/or developed in collaboration with our manufacturer brand partners:
Student-Paid MSAT Programs Offered
UTI and NASCAR Tech Campuses
Cummins Engines
Cummins Power Generation
Daimler Trucks Finish First Program
Ford Accelerated Credential Training (FACT)
Location
Avondale, Exton, Houston
Avondale
Avondale, Lisle
Avondale, Rancho Cucamonga, Sacramento, Orlando,
Lisle, Mooresville, Bloomfield, Exton, Houston
General Motors Technician Career Training
Mopar TEC by Fiat Chrysler Automobiles US LLC
Avondale
Mooresville
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Student-Paid MSAT Programs Offered
Nissan Automotive Technician Training (NATT)
Toyota Professional Automotive Technician (TPAT)
Location
Long Beach, Orlando, Moorseville, Houston
Sacramento, Lisle
MMI Campuses
American Honda Motor Company, Inc.
BMW Motorrad of North America, LLC
Harley-Davidson Motor Company
Kawasaki Motors Corporation, U.S.A
Mercury Marine
Suzuki Motor of America, Inc.
Volvo Penta of the Americas
Yamaha Motor Corporation, USA
Military Base Programs
Phoenix, Orlando
Phoenix, Orlando
Phoenix, Orlando
Phoenix, Orlando
Orlando
Phoenix, Orlando
Orlando
Phoenix, Orlando
In addition to the MSATs noted above, in partnership with the military and select industry partners, we have been
developing and implementing advanced training programs at select military base locations. Military base programs
differ from our traditional MSATs in that the students do not complete our traditional core programs at a UTI
campus before entering these advanced training programs. These programs range from 12 to 16 weeks and are
available to all men and women transitioning out of the military. Candidates are interviewed and selected for these
programs. Additionally, to be considered, candidates must be within six months of their separation dates from the
military. There is no tuition cost to the participating service members. We currently offer the following military base
programs using vehicles, equipment, specialty tools and curricula provided by and/or developed in collaboration
with certain manufacturer brand partners:
Military Base Programs Offered
BMW Military Service Technician Education
Program
Penske Premier Truck Group Technician Skills
Program
Location
Marine Corps Base Camp Pendleton in California
Fort Bliss in El Paso, Texas
Student Enrollment
We enroll students throughout the year, and courses start every three to six weeks. For the year ended September 30,
2020, our average full-time enrollment was 10,462, representing a decrease of approximately 2.0% as compared to
10,674 for the year ended September 30, 2019. At September 30, 2020, our ending full-time enrollment was 12,524,
an increase of 1.3% from our ending full-time enrollment of 12,363 at September 30, 2019.
Currently, our student body is geographically diverse. While our campus locations attract local students that live
within 50 miles, we estimate that 50% of our students elect to relocate to attend our programs. Due to the
seasonality of our business and normal fluctuations in student populations, we expect variability in our quarterly
results. See "Seasonality" within Part II, Item 7 of this Annual Report on Form 10-K for further discussion of
seasonal fluctuations in our revenues and operating results.
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Graduate Employment
Identifying employment opportunities and preparing our graduates for their future careers is critical to our ability to
deliver value to our graduates from their education. Accordingly, we dedicate significant resources to maintaining
an effective employment team. Our campus-based staff facilitates several career development processes, including
instruction and coaching for interview skills, interview etiquette and professionalism. Additionally, the employment
team provides students with reference materials and assistance with the composition of resumes. Finally, we place
emphasis on and devote significant time to assisting students with part-time and graduate job searches.
We also have a centralized department whose focus is to build and maintain relationships with potential and existing
national employers and develop graduate job opportunities and, where possible, relocation assistance, sign-on
bonuses, tool packages and tuition reimbursement plans with our manufacturer brand partners and other industry
employers. Together, the campuses and centralized department coordinate and host career fairs, industry awareness
presentations, interview days and employer visits to our campus locations. We believe that our graduate
employment services provide our students with a compelling value proposition and enhance the employment
opportunities for our graduates and are a competitive differentiator from other education institutions.
Our employment rate for 2019 and 2018 graduates who were employed within one year of graduation was 84% and
86%, respectively. The employment calculation is based on all graduates, including those that completed MSAT
programs, from October 1, 2018 to September 30, 2019 and October 1, 2017 to September 30, 2018, respectively,
excluding graduates not available for employment because of continuing education, military service, medical
reasons, incarceration, death or international student status. We count a graduate as employed based on a verified
understanding of the graduate’s job duties to assess and confirm that the graduate’s primary job responsibilities are
in his or her field of study. We verify employment by sending written verification requests to the graduate and/or the
employer. The verifications must include employer name, job duties, job title, hire date and employer contact. Once
we receive written verification from either source, the graduate is classified as employed in field as long as all
verification requirements are met. In instances where we are unable to obtain written verification, we also classify
graduates as employed in field if we are able to obtain verbal verification, collecting the same information as noted
above, from both the graduate and the employer. We periodically review a sample of employment verifications to
ensure accuracy.
The table below summarizes the graduate employment rate data:
Graduate employment rate
Graduates
Graduates available for employment
Graduates employed
Competition
Year Ended September 30,
2018
2019
84 %
8,482
8,065
6,763
86 %
8,117
7,709
6,664
The for-profit, postsecondary education industry is highly competitive and highly fragmented, with no one provider
controlling significant market share. We compete with other institutions that are eligible to receive Title IV funding,
including not-for-profit public and private schools, community colleges and for-profit institutions which offer
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automotive, diesel, collision repair, motorcycle, marine, welding, CNC machining and closely related skilled trades
training programs. Our competition differs in each market depending on the curriculum we offer and the availability
of other choices, including job prospects. Other competitive factors that influence our ability to attract new students
include the employment market, community colleges, other career-oriented and technical schools, and the military.
Prospective students may choose to forego additional education and enter the workforce directly, especially during
periods when the unemployment rate declines or remains stable as it has in recent years. This may include
employment with our industry partners or with other manufacturers and employers of our graduates. We compete
with local community colleges for students seeking programs that are similar to ours, mainly due to local
accessibility, low tuition rates and in certain cases free tuition. Public institutions are generally able to charge lower
tuition than our schools, due in part to government subsidies and other financial sources not available to for-profit
schools. No single community college is a significant competitor; rather, the sector as a whole provides
competition.
Within the for-profit career-oriented and technical school sector, some of our national and regional competitors are
Lincoln Technical Institute, Tulsa Welding School and University of Northwestern Ohio. We also consider other
single location institutions with a larger local presence near one of our campuses to be competitors. Competition is
generally based on location, tuition rates, the type of programs offered, the quality of instruction and instructional
facilities, graduate employment rates, reputation and recruiting. Additionally, the military often recruits or retains
potential students when branches of the military offer enlistment or re-enlistment bonuses.
Human Capital Management
As of September 30, 2020, we had approximately 1,575 full-time employees, including approximately 550
instructors, 300 admissions representatives, and 420 student support employees.
Each of our employees plays a key role in our mission to provide industry-leading postsecondary education for
students seeking careers as professional technicians. We believe that diversity and inclusion among our employees is
essential in this process, as a truly innovative educational institution relies on a wealth of backgrounds and
experiences to enhance student outcomes. To attract a truly diverse workforce, we strive to instill a culture where
employees are encouraged to draw upon their own unique skills and perspectives when engaging with our growing
and diverse student population.
Faculty members are hired nationally in accordance with established criteria, applicable accreditation standards and
applicable state regulations. Members of our faculty are primarily industry professionals and are hired based on
their prior work and educational experience. We require a specific level of industry experience in order to enhance
the quality of the programs we offer and to address current and industry-specific issues in our course content. We
provide intensive instructional training and continuing education to our faculty members to maintain the quality of
instruction in all fields of study. A majority of our existing instructors have a minimum of five years’ experience in
the industry and an average of five years of experience teaching at UTI. Our average student-to-teacher ratio during
fiscal 2020 was approximately 18-to-1. This ratio decreased as compared to the prior year due to lower lab densities
to meet the health, safety and social distancing guidelines imposed by the CDC due to COVID-19.
We employ field, military and campus-based admissions representatives who work directly with prospective
students to facilitate the enrollment process. Additionally, each school has a support team that typically includes a
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campus president, an education director, a financial aid director, a student services director, an employment services
director and a controller.
We believe our management team has the experience necessary to effectively implement our growth strategy and
continue to drive positive educational and employment outcomes for our students. For discussion of the risks
relating to the attraction and retention of management and executive management employees, see Item 1A. “ Risk
Factors.”
Environmental Matters
We use hazardous materials at our training facilities and campuses and generate small quantities of regulated waste,
including, but not limited to, used oil, antifreeze, transmission fluid, paint, solvents and car batteries. As a result,
our facilities and operations are subject to a variety of environmental laws and regulations governing, among other
things, the use, storage and disposal of solid and hazardous substances and waste, and the clean-up of contamination
at our facilities or off-site locations to which we send or have sent waste for disposal. Certain of our campuses are
required to obtain permits for our air emissions. In the event we do not maintain compliance with any of these laws
and regulations, or if we are responsible for a spill or release of hazardous materials, we could incur significant costs
for clean-up, damages, and fines or penalties.
Regulatory Environment
Our institutions are subject to extensive regulatory requirements imposed by a wide range of federal and state
agencies, as well as by institutional and programmatic accreditors. These regulatory requirements cover the vast
majority of our operations, including our educational programs, facilities, instructional and administrative staff,
administrative procedures, marketing, recruiting, financial operations and financial condition. These regulatory
requirements also affect our ability to acquire, expand or open additional institutions or campuses, add new, or
expand our existing educational programs and change our corporate structure and ownership.
The approvals granted by these entities permit our schools to operate and to participate in a variety of government-
sponsored financial aid programs that assist students in paying for their education. This includes the federal
programs of student financial assistance under Title IV of the HEA, commonly referred to as Title IV Programs. We
also are subject to oversight by other federal agencies including the Consumer Financial Protection Bureau
(“CFPB”), the SEC, the Federal Trade Commission, the Internal Revenue Service and the Departments of Veterans
Affairs, Defense, Treasury, Labor and Justice. Below, we discuss certain elements of this regulatory environment.
State Authorization
To operate and offer postsecondary programs, and to be certified to participate in Title IV Programs, each of our
institutions must obtain and maintain authorization from the state in which it is physically located (“Home State”).
To engage in recruiting activities outside of its Home State, each institution also may be required to obtain and
maintain authorization from the states in which it is recruiting students. Each of our institutions holds the state
authorizations required to operate and offer postsecondary education programs in its Home State, and to recruit in
the states in which it engages in recruiting activities.
The level of regulatory oversight varies substantially from state to state and is extensive in some states. State laws
may establish standards for instruction, qualifications of faculty, location and nature of facilities and equipment,
administrative procedures, marketing, recruiting, student outcomes reporting, disclosure obligations to students,
13
limitations on mandatory arbitration clauses in enrollment agreements, financial operations, and other operational
matters. Some states prescribe standards of financial responsibility and mandate that institutions post surety bonds.
Many states have requirements for institutions to disclose institutional data to current and prospective students, as
well as to the public, and some states require that our schools meet prescribed performance standards as a condition
of continued approval. States can and often do revisit, revise, and expand their regulations governing postsecondary
education and recruiting.
Accreditation
Accreditation is a non-governmental process through which an institution voluntarily submits to ongoing qualitative
reviews by an organization of peer institutions. Institutional accreditation by an ED-recognized accreditor is
required for an institution to be certified to participate in Title IV Programs. All of our institutions are accredited by
the ACCSC, which is an accrediting agency recognized by ED.
ACCSC reviews the academic quality of each institution’s instructional programs, as well as the administrative and
financial operations of the institution to ensure that it has the resources necessary to perform its educational mission,
implement continuous improvement processes, and support student success. Our institutions must submit annual
reports, and at times, supplemental reports, to demonstrate ongoing compliance and improvement. ACCSC requires
institutions to disclose certain institutional information to current and prospective students, as well as to the public,
and requires that our schools and programs meet various performance standards as a condition of continued
accreditation. ACCSC often revisits, revises, and expands its standards and policies. Institutions must periodically
renew their accreditation by completing a comprehensive renewal of accreditation process.
We strive to maintain the highest standards. For 2020, of the approximately 650 schools accredited with ACCSC, 26
schools were awarded with the School of Excellence or Distinction status, of which five were UTI or MMI
campuses. Currently 11 of our campuses are classified as a School of Excellence or Distinction. Six of our
campuses have achieved this award twice in their history, and one campus has received this award three times in its
history.
The table below sets out the renewal cycle for each of our schools.
Campus
Long Beach, California
Exton, Pennsylvania(1)
Dallas/Ft. Worth, Texas(1)
Sacramento, California(1)
Mooresville, North Carolina; NASCAR Technical Institute
(NASCAR Tech)(1)
Avondale, Arizona(1)
Orlando, Florida(1)
Houston, Texas(1)
Lisle, Illinois(1)
Rancho Cucamonga, California(1)
Phoenix, Arizona; Motorcycle Mechanics Institute
Bloomfield, New Jersey(2)
Accreditation
Expiration
September 2022
October 2022
March 2023
December 2023
December 2024
February 2025
February 2025
February 2025
February 2025
February 2025
May 2025
May 2025
Renewal
Status
Renewed
Renewed
Renewed
Renewed
Renewed
Renewed
Renewed
Renewed
Renewed
Renewed
Renewed
Renewed
On-Site
Evaluation
March 2017
June 2016
December 2016
March 2017
July 2018
February 2019
August 2018
September 2018
December 2018
March 2019
April 2019
December 2019
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(1) Indicates a school that has achieved School of Excellence status during its most recent renewal of accreditation,
which recognizes ACCSC-accredited institutions for their commitment to the expectations and rigors of ACCSC
accreditation, as well as the efforts made by the institution in maintaining high levels of achievement among
their students.
(2) Indicates a school that has achieved School of Distinction status during its most recent renewal of accreditation,
which recognizes accredited member schools that demonstrated a commitment to the expectations and rigors of
ACCSC accreditation, as well as a commitment to delivering quality educational programs to students.
Title IV Programs
The federal government provides a substantial part of its support for postsecondary education through Title IV
Programs in the form of grants and loans to students who can use those funds at any institution that has been
certified as eligible to participate by ED. All of our institutions are certified to participate in Title IV Programs. In
fiscal 2020, we derived approximately 66% of our revenues, on a cash basis as defined by ED, from Title IV
Programs. We derived approximately 48% of our revenues, on a cash basis, from the Direct Loan program, pursuant
to which ED makes loans to students or their parents. We derived approximately 18% of our revenues, on a cash
basis, from the Pell program, pursuant to which ED makes grants to students who demonstrate financial need. And
we derived less than 1% of our revenues, on a cash basis, from the Federal Supplemental Educational Opportunity
Grant (“FSEOG”) program. FSEOG grants are designed to supplement Pell grants for students with the greatest
financial need. Institutions must provide matching funding equal to 25% of all awards made under this program.
The Title IV Program statutes and regulations are applied primarily on an institutional basis. The HEA defines an
“institution” as a main campus and its additional locations. Pursuant to this definition, ED recognizes us as
operating three institutions, organized as follows:
Institution:
Main campus:
Additional campuses: Universal Technical Institute, Lisle, Illinois
Universal Technical Institute of Arizona
Universal Technical Institute, Avondale, Arizona
Universal Technical Institute, Long Beach, California
Universal Technical Institute, Rancho Cucamonga, California
NASCAR Technical Institute, Mooresville, North Carolina
Institution:
Main campus:
Universal Technical Institute of Phoenix
Universal Technical Institute DBA Motorcycle Mechanics Institute, Motorcycle &
Marine Mechanics Institute, Phoenix, Arizona
Additional campuses: Universal Technical Institute, Sacramento, California
Universal Technical Institute, Orlando, Florida for the following divisions:
Motorcycle Mechanics Institute, Orlando, Florida
Marine Mechanics Institute, Orlando, Florida
Automotive, Orlando, Florida
Institution:
Main campus:
Universal Technical Institute of Texas
Universal Technical Institute, Houston, Texas
15
Additional campuses: Universal Technical Institute, Exton, Pennsylvania
Universal Technical Institute, Dallas/Ft. Worth, Texas
Universal Technical Institute, Bloomfield, New Jersey
To participate in Title IV Programs, an institution must be authorized by the relevant state, accredited by an ED-
recognized accreditor, and certified by ED. To obtain and maintain certification, institutions also must demonstrate
ongoing compliance with the HEA and its extensive and complex implementing regulations; regulations that ED
frequently revisits, revises, and expands. Because all of our institutions are certified to participate in Title IV
Programs, they all must comply with this complex framework of statutes, regulations, and guidance, and undergo
detailed oversight and review. Below, we discuss the core components of the Title IV Programs’ regulatory
framework.
Eligibility and Recertification
All institutions participating in the Title IV Programs must first establish their eligibility to do so. The Program
Participation Agreement (“PPA”) document serves as ED’s formal recognition that an institution and its associated
additional locations have satisfied this requirement, and are authorized to participate in Title IV Programs for a
specified period of time. An institution seeking to expand its activities in certain ways, such as opening an
additional location or raising the highest academic credential it offers, must obtain approval from ED. Every
institution also is required to periodically renew its certification by applying for continued certification before its
current term of certification expires. Terms of certification are typically six years, but can be three years or shorter.
We received a fully recertified PPA for Universal Technical Institute of Texas in April 2018, which will expire
March 31, 2022. In November 2018, we received a fully recertified PPA for Universal Technical Institute of Arizona
and a fully recertified PPA for Universal Technical Institute of Phoenix. Both of the PPA’s will expire on March 31,
2022.
The 90/10 Rule
As a condition of participation in Title IV Programs, proprietary institutions must agree when they sign their PPA to
derive at least 10% of their revenues for each fiscal year from sources other than Title IV Program funds. A
proprietary institution loses its eligibility to participate in Title IV Programs if it derives more than 90% of its
revenue from Title IV Programs for two consecutive fiscal years as calculated under a complex, cash basis formula
mandated by ED. The loss of such eligibility would begin on the first day following the conclusion of the second
consecutive year in which the institution exceeded the 90% limit and, as such, any Title IV Program funds already
received by the institution and its students during a period of ineligibility would have to be returned to ED or a
lender, if applicable. Additionally, if an institution exceeds the 90% level for a single year, ED will place the
institution on provisional certification for a period of at least two years, could impose other restrictions or conditions
on the institution’s Title IV eligibility, and, under ED’s current financial responsibility regulations, could conclude
that the institution lacks financial responsibility and is required to submit a letter of credit or other form of financial
protection.
As of September 30, 2020, our institutions’ annual Title IV percentages as calculated under the 90/10 rule ranged
from approximately 65% to 68%. We regularly monitor compliance with this requirement to minimize the risk that
any of our institutions would derive more than the allowable maximum percentage of its revenue from Title IV
Programs for any fiscal year.
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Administrative Capability
To continue its participation in Title IV Programs, an institution must demonstrate that it remains administratively
capable of providing the education it promises and of properly managing the Title IV Programs. ED assesses the
administrative capability of each institution that participates in Title IV Programs under a series of standards listed in
the regulations, which cover a wide range of operational and administrative topics, including the designation of
capable and qualified individuals, the quality and scope of written procedures, the adequacy of institutional
communication and processes, the timely resolution of issues, the sufficiency of recordkeeping, and the frequency of
findings of noncompliance, to name a few. ED’s administrative capability standards also include thresholds and
expectations for federal student loan cohort default rates (discussed below), satisfactory academic progress, and loan
counseling. Failure to satisfy any of the standards may lead ED to find the institution ineligible to participate in
Title IV Programs, require the institution to repay Title IV Program funds, change the method of payment of Title IV
Program funds, or place the institution on provisional certification as a condition of its continued participation or
take other actions against the institution.
Three-Year Student Loan Default Rates
To remain eligible to participate in Title IV Programs, institutions also must maintain federal student loan cohort
default rates below specified levels. ED calculates an institution’s cohort default rate on an annual basis. Under the
current calculation, the cohort default rate is derived from student borrowers who first enter loan repayment during a
federal fiscal year (“FFY”) ending September 30 and subsequently default on those loans within the two following
years; parent borrowers are excluded from the calculation. This represents a three-year measuring period. The
following tables set forth the most recent three-year cohort default rates for our institutions:
Institution:
Universal Technical Institute of Arizona
Universal Technical Institute of Phoenix
Universal Technical Institute of Texas
Three-Year Cohort Default Rates for
Cohort Years Ended September 30, (1)
2015
2016
2017
14.9%
14.8%
13.8%
15.0%
14.4%
14.0%
17.4%
15.0%
16.1%
All proprietary postsecondary institutions (2)
14.7%
15.2%
15.6%
(1)Based on information published by ED.
(2)Includes other proprietary institutions beyond Universal Technical Institute.
An institution whose cohort default rate exceeds 30% in consecutive fiscal years may be subject to conditions and
restrictions, and will lose eligibility if the rate remains above 30% three years in a row. An institution also will lose
eligibility if its rate exceeds 40% for any fiscal year. As demonstrated in the table above, none of our institutions
had a three-year cohort default rate of 30% or greater for 2017, 2016 or 2015, for the three most recent FFYs with
published rates. An institution whose three-year cohort default rate is 15% or greater for any one of the three
preceding years is subject to a 30-day delay in receiving the first disbursement on federal student loans for first-time
borrowers. As of September 30, 2020, only Universal Technical Institute of Texas was subject to a 30-day delay in
receiving the first disbursement on federal student loans for first-time borrowers due to a three-year cohort default
rate that was 15% or greater for one of the three most recent years. The 30-day delay was lifted as of September 30,
2020 for Universal Technical Institute of Phoenix due to the three-year cohort default rate falling below 15%.
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Financial Responsibility
All institutions participating in Title IV Programs also must satisfy specific ED standards of financial responsibility.
Among other things, an institution must meet all of its financial obligations, including required refunds to students
and any Title IV Program liabilities and debts, be current in its debt payments, comply with certain past performance
requirements, not receive an adverse, qualified, or disclaimed opinion by its accountants in its audited financial
statements. Each year, ED also evaluates institutions’ financial responsibility by calculating a “composite score,”
which utilizes information provided in the institutions’ annual audited financial statements. The composite score is
based on three ratios: (1) the equity ratio which measures the institution’s capital resources, ability to borrow and
financial viability; (2) the primary reserve ratio which measures the institution’s ability to support current operations
from expendable resources; and (3) the net income ratio which measures the institution’s ability to operate at a
profit.
ED assigns a strength factor to the results of each of these ratios on a scale from negative 1.0 to positive 3.0, with
negative 1.0 reflecting financial weakness and positive 3.0 reflecting financial strength. ED then assigns a
weighting percentage to each ratio and adds the weighted scores for the three ratios together to produce a composite
score for the institution. If an institution’s composite score is above 1.5, and it meets all other requirements, it is
deemed financially responsible. If its composite score is below 1.5, but at least 1.0, the institution is still considered
to be financially responsible, but must agree to additional oversight by ED in the form of cash monitoring and other
participation requirements.
If an institution’s composite score is below 1.0, the institution is considered by ED to lack financial responsibility.
ED may permit the institution to continue to participate in the Title IV Programs if it agrees to, among other things:
(1) post a letter of credit in an amount equal to at least 50% of the total Title IV Program funds received by the
institution during its most recently completed fiscal year; or (2) post a letter of credit in an amount equal to at least
10% of such prior year’s Title IV Program funds, accept provisional certification for a period of no more than three
years, comply with additional ED notification and operating requirements and conditions, and agree to receive Title
IV Program funds under an arrangement other than ED’s standard advance funding arrangement. If an institution is
unable to establish financial responsibility on an alternative basis, the institution may be subject to financial
penalties, restrictions on operations and loss of external financial aid funding.
ED has historically evaluated the financial condition of our institutions on a consolidated basis based on the
financial statements of Universal Technical Institute, Inc. as the parent company. ED’s regulations permit ED to
examine the financial statements of Universal Technical Institute, Inc., the financial statements of each institution
and the financial statements of any related party. ED has not required us currently to post a letter of credit on behalf
of any of our schools. ED has required us to provide certain information on a regular basis following our issuance
of preferred stock on July 15, 2016, and we continue to provide monthly reports to ED pursuant to such direction.
For our year ended September 30, 2020, we calculated our composite score to be 2.3. However, the composite score
calculations and resulting requirements imposed on our institutions are subject to determination by ED once it
receives and reviews our audited financial statements.
Between composite score calculations, ED also will reevaluate the financial responsibility of an institution following
the occurrence of certain “triggering events,” which must be timely reported to the agency. Specifically, ED may
determine that an institution is not able to meet its financial or administrative obligations if one of the following
events occurs:
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• The institution incurs a liability from a settlement, final judgment or final determination arising from an
administrative or judicial action or proceeding initiated by a federal or state entity and, as a result of that
liability, the institution’s recalculated composite score is less than 1.0 as determined by ED under
procedures described in the regulations;
•
For a proprietary institution whose composite score is less than 1.5, there is a withdrawal of owner’s equity
from the institution by any means (as defined by the regulations) and, as a result of that withdrawal, the
institution’s recalculated composite score is less than 1.0 as determined by ED under procedures described
in the regulations;
• The SEC issues an order suspending or revoking the registration of the institution’s securities or suspends
trading of the institution’s securities on any national securities exchange;
• The national securities exchange on which the institution’s securities are traded notifies the institution that
it is not in compliance with the exchange’s listing requirements and, as a result, the institution’s securities
are delisted;
• The SEC is not in timely receipt of a required report and did not issue an extension to file the report; or
•
If two or more “discretionary” triggering events (as described below) take place within a certain time
period unless a triggering event is resolved before any subsequent event(s) occurs.
ED also may determine that an institution is not able to meet its financial or administrative obligations if one of the
following discretionary triggering events occurs and is likely to have a material adverse effect on the financial
condition of the institution:
• The accrediting agency for the institution issued an order, such as a show cause order or similar action, that,
if not satisfied, could result in the withdrawal, revocation or suspension of institutional accreditation;
• The institution violated a provision or requirement in a security or loan agreement and a default,
delinquency or other event occurs that triggers or enables the creditor to require or impose on the institution
an increase in collateral, a change in contractual obligations, an increase in interest rates or payments, or
other sanctions, penalties, or fees;
• The institution’s state licensing agency notifies the institution of an intent to withdraw or terminate the
institution’s state licensure if the institution does not take the steps necessary to come into compliance with
a state licensing agency requirement;
• The institution did not receive at least 10 percent of its revenue from non-Title IV sources for its most
recently completed fiscal year as calculated by ED;
• The institution has high annual drop-out rates as calculated by ED; or
• The institution’s two most recent official cohort default rates are 30 percent or greater, as determined under
the regulations and unless the institution has a pending or successful appeal that sufficiently reduces at least
one of the rates.
ED regulations give the institution an opportunity to provide information to the agency demonstrating that the
triggering event is not material to the institution’s financial position in advance of any final determination regarding
the institution’s financially responsibility.
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Substantial Misrepresentation
The regulatory definitions of “misrepresentation” and “substantial misrepresentation” enforced by ED are
exceptionally broad and do not require intent by the institution to misrepresent, or actual reliance by the person to
whom the alleged misrepresentation was made. Therefore, it is possible that a statement made by the institution or
one of its service providers or representatives could be construed by ED to constitute a substantial misrepresentation,
even if the statement was made in error, without intent to misrepresent, and the person to whom it was made did not
actually rely upon it.
Incentive Compensation
The “incentive compensation” prohibition forbids institutions from providing any commission, bonus, or other
incentive payment based in any part, directly or indirectly, on success in securing enrollments or the award of
financial aid to any person or entity engaged in any student recruiting or admission activities or in making decisions
regarding the awarding of Title IV Program funds. We have made adjustments to the compensation practices for our
admissions representatives which we believe comply with the current regulations and ED’s guidance. We will
continue to evaluate other compensation options under these regulations and guidance.
Title IV Program Rulemaking
ED is almost continuously engaged in one or more negotiated rulemakings, which is the process pursuant to which it
revisits, revises, and expands the complex and voluminous Title IV Program regulations. Recent and significant
negotiated rulemakings are discussed below.
Borrower Defense to Repayment Rulemaking
The Obama administration carried out a negotiated rulemaking in 2016 to significantly revise and enhance the
borrower defense to repayment (“BDTR”) framework, which specifies in regulation which acts or omissions of an
institution of higher education a borrower may assert as a defense to repayment of Title IV Program loans.
Dissatisfied with the results of the 2016 effort (the “2016 BDTR Rule”), the Trump administration held a second
negotiated rulemaking in 2018 to revise the BDTR rule yet again, and published its own final rule on September 23,
2019 (the “2019 BDTR Rule”), which became effective on July 1, 2020.
Litigation and regulatory actions caused considerable confusion regarding the effective date for each version of the
BDTR rule, and how and when each will be interpreted and applied. Institutions of higher education are required to
comply (and to have complied) with the 2016 BDTR Rule from July 1, 2017 to June 30, 2020, and to comply with
the 2019 BDTR Rule from July 1, 2020 forward. Because the 2016 BDTR Rule was not deemed “good law” until
October 2018, institutions also are required to follow nuanced guidance from ED regarding compliance during the
period prior to the Court’s decisions, but subsequent to July 1, 2017. Finally, when promulgating the 2019 BDTR
Rule, ED determined that some elements of the 2016 BDTR Rule would continue to be applied on a go-forward
basis, if the underlying events that gave rise to the issue occurred prior to the implementation of the 2019 BDTR
Rule. As such, elements of the 2016 BDTR Rule will remain in place, coexisting with the 2019 BDTR Rule and
being applied by ED in specified circumstances.
While the borrower defense claim process was (and is) at the heart of the BDTR rulemaking, the regulatory reforms
carried out by the rule are far more extensive. In 2016, and then again in 2018, the BDTR rule included material
changes to the regulations governing financial responsibility, closed school discharge, false certification discharge,
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misrepresentation, student grievance processes, the reporting of litigation and arbitration proceedings, the use of pre-
dispute arbitration agreements and class action waivers in agreements with students, and the publication of
repayment rates. Additional details regarding certain of these reforms are as follows:
•
The Borrower Defense Claim Process. The BDTR rules establish amended procedures and standards for
borrowers, either individually or as a group, to assert through an ED-administered process a defense to the
borrowers’ obligation to repay certain Title IV Program loans based on certain acts or omissions of the
institution. The 2016 BDTR Rule details the types of defenses available for loans first disbursed between
July 1, 2017 and June 30, 2020. The 2019 BDTR Rule details the types of defenses available for loans first
disbursed on or after July 1, 2020. If ED approves a borrower’s defense to repayment through the
applicable administrative process established in the proposed regulations, ED may discharge the borrower’s
obligation to repay some or all of the borrower’s student loans and may initiate a separate proceeding to
collect from the institution the discharged and returned amounts.
• Financial Responsibility. The 2016 BDTR Rule significantly revised ED’s financial responsibility
framework to specify certain triggering events, and to require that they be timely reported to ED. It was
believed that these new requirements would permit ED to identify, as early as possible, events that might
impact an institution’s financial health. The 2019 BDTR Rule does not abandon the revised financial
responsibility framework established by the 2016 BDTR Rule, both triggering events and reporting
timeframes remain. However, the 2019 BDTR Rule meaningfully simplifies the reporting requirements,
and affords institutions additional opportunity to dialogue with ED regarding the materiality of a reported
event.
• Pre-Dispute Contractual Provisions. The 2016 BDTR Rule prohibited the use and reliance upon certain
contractual provisions regarding dispute resolution processes, such as pre-dispute arbitration agreements or
class action waivers, and required certain notifications, contract provisions, and disclosures by institutions
regarding students’ ability to participate in class action lawsuits or to initiate certain lawsuits instead of
through arbitration. The rules also required institutions to submit to ED copies of certain records in
connection with any claim filed in arbitration by or against the school concerning a borrower defense claim
and any claim filed in a lawsuit by the school against the student or by any party against the school
concerning a borrower defense claim. The 2019 BDTR Rule, which took effect on July 1, 2020, generally
permits the use of arbitration clauses and class action waivers provided institutions make certain
disclosures to students. The litigation and regulatory actions that impacted the effective date for each
version of the BDTR rule have made it extremely difficult to predict when and how the ban on these pre-
dispute contractual provisions will be interpreted and applied by courts, particularly to litigation that
precedes or spans the effective dates of the BDTR rules.
• Closed School Loan Discharge. ED regulations have long provided that ED may discharge a borrower’s
obligation to repay certain Title IV Program loans if the borrower (or the student on whose behalf a parent
borrowed) did not complete the program of study for which the loan was made because the campus at
which the borrower (or student) was enrolled closed. If ED discharges the loans, the agency may seek to
recover from the school or other related parties the amount of loans discharged and to impose other
liabilities and penalties. Consequently, if we close a campus, ED could discharge borrower obligations to
repay certain Title IV Program loans. We may be able to mitigate these losses by conducting or arranging
for an orderly teach-out of students at a closed campus, but these efforts could be unsuccessful if students
decline to participate in the teach-out or transfer their credits to another school or if they fail to complete
their programs. The 2019 BDTR Rule revised the closed school loan discharge regulations to allows
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students to obtain a discharge if, among other requirements, they were enrolled not more than 180 days
before the campus closed. ED has the authority to extend the 180-day period for extenuating
circumstances. ED also has the authority to discharge on its own initiative the loans of qualified borrowers
without a borrower application if the borrower did not subsequently re-enroll in any Title IV eligible
institution within three years from the date the school closed. The 2019 BDTR Rule limits this authority to
schools that closed between November 1, 2013 and July 1, 2020. If we were to close a campus, we would
intend to teach-out all of the currently enrolled students at the campus. However, certain students may elect
to withdraw before graduation. We cannot predict the number of students who might withdraw prior to the
closure of a campus and potentially qualify for a loan discharge.
Accreditation and Innovation Rulemaking
On October 15, 2018, ED announced its intent to establish a negotiated rulemaking to develop regulations related to
several matters, including, but not limited to, requirements for accrediting agencies in their oversight of member
institutions and programs; criteria used by ED to recognize accrediting agencies; simplification of ED’s recognition
and review of accrediting agencies; clarification of the core oversight responsibilities amongst accrediting agencies,
states and ED; clarification of the permissible arrangements between an institution of higher education and another
organization to provide a portion of an educational program; roles and responsibilities of institutions and accrediting
agencies in the teach-out process; regulatory changes required to ensure equitable treatment of brick-and-mortar and
distance education programs; regulatory changes required to enable expansion of direct assessment programs,
distance education, and competency-based education; regulatory changes required to clarify disclosure and other
requirements of state authorization; emphasizing the importance of institutional mission in evaluating its policies,
programs and outcomes; simplification of state authorization requirements related to distance education; defining
“regular and substantive interaction” as it relates to distance education and correspondence courses; defining the
term “credit hour;” defining the requirements related to the length of educational programs and entry level
requirements for the occupation; and other matters.
In early 2019, ED hosted multiple rounds of negotiated rulemaking. The committee and subcommittees completed
their meetings in April 2019 and reached consensus on draft proposed regulations. On November 1, 2019, ED
published its final rule covering accreditation and state authorization matters, with a general effective date of July 1,
2020. On September 2, 2020, ED published its final rule covering distance education and innovation matters, with a
general effective date of July 1, 2021.
Gainful Employment Rulemaking
ED’s gainful employment regulations that took effect July 1, 2015, included debt-to-earning metrics and disclosure
requirements that applied to all programs offered by proprietary institutions. Programs with debt-to-earnings that
failed to satisfy certain thresholds could lose Title IV Program eligibility. On July 1, 2019, following a contentious
negotiated rulemaking, ED issued final regulations that rescinded the existing gainful employment regulations,
effective July 1, 2020. However, a future administration could seek to reinstate the gainful employment rule, or
some version of it.
Other Federal and State Student Aid Programs
Some of our students also receive financial aid from federal sources other than Title IV Programs, such as the
programs administered by the VA, the U.S. Department of Defense (“DOD”) and under the Workforce Investment
Act. Additionally, some states provide financial aid to our students in the form of grants, loans or scholarships. Our
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Long Beach, Rancho Cucamonga and Sacramento, California campuses, for example, are currently eligible to
participate in the Cal Grant program. All of our institutions must comply with the eligibility and participation
requirements applicable to each of these funding programs, which vary by funding agency and program.
In 2020 we derived approximately 17% of our revenues, on a cash basis, from veterans’ benefits programs, which
include the Post-9/11 GI Bill, the Montgomery GI Bill, the Reserve Education Assistance Program (“REAP”) and
VA Vocational Rehabilitation. To continue participation in veterans’ benefits programs, an institution must comply
with certain requirements established by the VA, including that the institution report on the enrollment status of
eligible students; maintain student records and make such records available for inspection; follow rules applicable to
the individual benefits programs; and comply with applicable limits on the percentage of students receiving certain
veterans’ benefits on a program and campus basis.
The VA shares responsibility for VA benefit approval and oversight with designated State Approving Agencies
(“SAAs”). SAAs play a critical role in evaluating institutions and their programs to determine if they meet VA
benefit eligibility requirements. Processes and approval criteria, as well as interpretation of applicable requirements,
can vary from state to state. Therefore, approval in one state does not necessarily result in approval in all states.
The VA imposes limitations on the percentage of students per program receiving benefits under certain veterans’
benefits programs, unless the program qualifies for certain exemptions. If the VA determines that a program is out of
compliance with these limitations, the VA will continue to provide benefits to current students, but new students will
not be eligible to use their veterans’ benefits for an affected program until we demonstrate compliance. Additionally,
the VA requires a campus be in operation for two years before it can apply to participate in VA benefit programs.
With the exception of our newest campus in Bloomfield, New Jersey, which opened in August 2018, all of our
campuses are eligible to participate in VA education benefit programs.
During 2012, President Obama signed an Executive Order directing the DOD, Veterans Affairs and Education to
establish “Principles of Excellence” (“Principles”), based on certain guidelines set forth in the Executive Order, to
apply to educational institutions receiving federal funding for service members, veterans and family members. As
requested, we provided written confirmation of our intent to comply with the Principles to the VA in June 2012. We
are required to comply with the Principles to continue recruitment activities on military installations. Additionally,
there is a requirement to possess a memorandum of understanding (“MOU”) with the DOD as well as with certain
individual installations. Our access to bases for student recruitment has become more limited due to recent changes
in the Transition Assistance Program (Transition Goals, Plans, Success) and increased enforcement of the MOU
requirement. Each of our institutions has an MOU with the DOD. We have MOUs with certain key individual
installations and are pursuing MOUs at additional locations; however, some installations will not provide MOUs to
institutions that do not teach at the installation. We continue to strengthen and develop relationships with our
existing contacts and with new contacts in order to maintain and rebuild our access to military installations.
Available Information
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments
to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge
on our website at www.uti.edu under the “Investor Relations - Financial Information - SEC Filings” captions, as
soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Reports of
our executive officers, directors and any other persons required to file securities ownership reports under Section
16(a) of the Exchange Act are also available through our website. Information contained on our website is not a part
of this Annual Report on Form 10-K and is not incorporated herein by reference.
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ITEM 1A. RISK FACTORS
We provide the following cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant
to our business. These are factors that, individually or in the aggregate, could cause our actual results to differ
materially from expected and historical results. We note these factors for investors within the meaning of Section
21E of the Exchange Act and Section 27A of the Securities Act. You should understand that it is not possible to
predict or identify all such factors. Consequently, you should not consider the following to be a complete discussion
of all potential risks or uncertainties. You should consider carefully the risks and uncertainties described below in
addition to other information contained in this Annual Report on Form 10-K, including our consolidated financial
statements and related notes.
Risks Related to the Extensive Regulation of Our Business
Failure of our schools to comply with the extensive regulatory requirements for school operations could result in
financial requirements or penalties, restrictions on our operations and loss of external financial aid funding.
As detailed in “Business - Regulatory Environment,” our institutions are subject to extensive regulatory
requirements imposed by a wide range of federal and state agencies, as well as by our institutional accreditor. These
requirements, which are frequently being revisited, revised, and expanded, cover virtually every aspect of our
schools’ operations. The approvals granted by these entities permit our schools to operate and to participate in a
variety of government-sponsored financial aid programs, including Title IV Programs, from which we derived
approximately 66% of our revenues, on a cash basis, in fiscal year 2020. If our institutions fail to comply with any
of these regulatory requirements, our regulators could take an array of adverse actions, including, without limitation,
revocation of the approval granted by the agency. Any such adverse action could adversely affect our cash flows,
results of operations and financial condition, and impose significant operating restrictions upon us. We cannot
predict with certainty how all of these regulatory requirements will be applied or whether each of our schools will be
able to comply with all of the requirements in the future.
Failure to maintain eligibility to participate in Title IV Programs could materially and adversely affect our
business.
We cannot predict how Title IV Program requirements described in “Business - Regulatory Environment-Title IV
Programs” will change in the future or be interpreted. Additionally, given the complex nature of the regulations and
the fact that they are subject to interpretation, it is reasonable to conclude that in the conduct of our business, we
may inadvertently violate such regulations. In the event of a violation, ED could impose sanctions or limitations, or
terminate an institution’s Title IV Program eligibility. Types of sanctions or limitations ED might impose include,
without limitation: requiring the repayment of Title IV Program funds; imposing a less favorable payment system
for the institution’s receipt of Title IV Program funds; placing an institution on provisional certification status;
commencing a proceeding to impose a fine or to limit, suspend, or terminate the institution’s participation in Title IV
Programs; or declining to renew the institution’s program participation agreement. Such sanctions or limitations, or
the loss of Title IV Program eligibility by any of our current or future institutions, could have a material adverse
effect on our academic or operational initiatives, cash flows, results of operations, or financial condition.
Forms of noncompliance that could result in sanctions or limitations, or cause the institution to lose its eligibility to
participate in some or all Title IV Programs, include, without limitation: a failure to maintain the state authorizations
described in “Business - Regulatory Environment-State Authorization”; a failure to maintain the institutional
accreditation described in “Business - Regulatory Environment-Accreditation”; a failure to satisfy the administrative
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capability standards discussed in “Business - Regulatory Environment-Administrative Capability”; a failure to
satisfy the loan default rate thresholds discussed in “Business - Regulatory Environment-Three Year Student Loan
Default Rates”; a failure to satisfy the loan default rate thresholds discussed in “Business - Regulatory Environment-
Perkins Loan Default Rates”; a failure to correctly calculate and timely return unearned Title IV Program funds
received for students who withdraw before completing their educational programs; a failure to correctly determine
whether students are making satisfactory academic progress in their programs and, as such, remain eligible to
receive Title IV Program funds; or a failure to satisfy the financial responsibility standards detailed in “Business -
Regulatory Environment-Financial Responsibility.” Similarly, the following types of noncompliance could result in
sanctions or limitations, or cause the institution to lose its eligibility to participate in some or all Title IV Programs:
•
•
•
90/10 Rule. A failure by one of our institutions to derive at least 10% of its revenues for each fiscal year
from sources other than Title IV Program funds, as described in “Business - Regulatory Environment-The
90/10 Rule.” We also observe that multiple legislative proposals have been introduced in Congress that
would impact the 90/10 Rule, such as reducing the 90% maximum under the rule to 85% or including
military and veterans’ funding in the 90% portion of the calculation. Such statutory revisions could
negatively impact our institutions’ ability to satisfy the 90/10 Rule.
Substantial Misrepresentations. A determination by ED that one or more of our institutions engaged in a
substantial misrepresentation, as described in “Business - Regulatory Environment - Substantial
Misrepresentations.” If ED determines that one of our institutions has engaged in substantial
misrepresentation, ED may impose sanctions or other conditions upon the institution including, but not
limited to, initiating an action to fine the institution or limit, suspend, or terminate its eligibility to
participate in the Title IV Programs. Either ED or the person to whom the alleged misrepresentation was
made also could seek to have the person’s loans discharged under the borrower defense to repayment
regulations discussed below.
Incentive Compensation. A determination by ED that one or more of our institutions failed to comply with
the “incentive compensation” prohibition, as described in “Business - Regulatory Environment - Incentive
Compensation.” Because the current regulations differ significantly from prior regulations, and because of
the imprecise nature of many aspects of these regulations and ED’s published guidance, it is not clear how
ED will apply these regulations in all circumstances. For this reason, we cannot guarantee that ED will not
take a position that some aspect of our compensation practices is not in compliance with these regulations.
For more information, see “Business - Regulatory Environment - Title IV Programs.”
Compliance with current and future Title IV Program regulations arising out of negotiated rulemakings could
materially and adversely affect our business.
ED is almost continuously engaged in one or more negotiated rulemakings, which is the process pursuant to which it
revisits, revises, and expands the complex and voluminous Title IV Program regulations. These regulations also are
frequently challenged through litigation, creating significant uncertainty as to when and what part of the regulations
have taken effect, how they should be implemented, and how they will be interpreted and enforced. We devote
significant effort to understanding the effects of these regulations on our business and to developing compliant
solutions that also are congruent with our business, culture, and mission to serve our students and industry
relationships. However, we cannot predict with certainty how these new and developing regulatory requirements
will be applied or whether each of our schools will be able to comply with all of the requirements in the future.
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Significant negotiated rulemakings that could materially and adversely affect our business are discussed in
“Business - Regulatory Environment - Title IV Program Rulemaking.”
The 2019 BDTR Rule, which took effect July 1, 2020, requires institutions to report certain events to ED. One such
reportable event is the closure of our Norwood, Massachusetts campus in July 2020. In May 2019, we submitted our
formal notification to ED regarding the closure of the Norwood, Massachusetts campus. ED has acknowledged
receipt of our notification and has not requested any further information at this time. We cannot predict the timing,
content or impact of any future requests from ED, if any, related to the closure of our Norwood, Massachusetts
campus. The occurrence, and notification to ED, of such actions, events, or conditions could result in ED
recalculating our composite score or requiring us to submit a letter of credit in an amount to be calculated by ED and
agree to other conditions on our Title IV participation, which could have a material adverse effect on our business.
The loss of funds from Veterans' benefits programs could materially and adversely affect our business.
A discussed in “Business - Regulatory Environment - Other Federal and State Student Aid Programs,” to participate
in veterans’ benefits programs, including the Post-9/11 GI Bill, the Montgomery GI Bill, the REAP, and VA
Vocational Rehabilitation, our institutions must comply with certain requirements applicable to these programs. If
we fail to comply with these requirements, we could lose our eligibility to participate in veterans’ benefits programs,
which could have a material adverse effect on our academic or operational initiatives, cash flows, results of
operations, or financial condition. Specific considerations that could negatively impact the funding we receive from
veterans’ benefits programs include, without limitation: (1) restricted access to military installations for student
recruitment; (2) the success of federal legislative proposals that would increase the requirements of the 90/10 Rule,
such as reducing the 90% maximum under the rule to 85% and/or including military and veteran funding in the 90%
portion of the calculation; (3) a reduction in appropriations for veterans’ benefits programs, or an extended
government shutdown; and (4) an inability to secure approvals in one or more states, delays in the process for
obtaining approvals, or the revocation of an approval.
Congress may change the law or reduce funding for or place restrictions on the use of funds received through
Title IV Programs, which could reduce our student population, revenues and/or profit margin.
Congress periodically revises the HEA and other laws, and enacts new laws, governing Title IV Programs and
determining the funding level for each Title IV Program, and may make changes in the laws at any time. Congress
most recently reauthorized the HEA in 2008. It is actively working on another HEA reauthorization, but it is
uncertain whether and when the process will be completed. Any action by Congress that significantly reduces
funding for Title IV Programs or the ability of our schools or students to receive funding through these programs or
places restrictions on the use of funds received by an institution through these programs could have a material
adverse effect on our academic or operational initiatives, cash flows, results of operations, or financial condition.
Such action may occur during HEA reauthorization, or such action could also occur as part of separate technical
amendments to the HEA or during Congress’ annual budget and appropriations cycle. These uncertainties could
reduce our student population, revenues and/or profit margin.
Continued or increased examination of the for-profit education sector could result in further legislation,
appropriations, regulations, and enforcement actions that could materially or adversely affect our business.
Over the last decade, Congress has focused significantly on for-profit education institutions, specifically regarding
participation in Title IV Programs and DOD oversight of tuition assistance for military service members attending
for-profit colleges. Continued or increased Congressional activity could result in the enactment of more stringent
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legislation, further rulemakings affecting participation in Title IV Programs and other governmental actions,
increasing regulation of the for-profit sector. The likelihood of such activity could be increased as a result of
elections and appointments. The composition of federal and state executive offices, executive agencies, and
legislatures are subject to change based on the results of periodic elections, appointments, and other events. In some
cases, candidates for elected positions in federal or state executive or legislative offices or for appointments to
positions in federal or state agencies have negative opinions on for-profit education providers or may support
initiatives such as eliminating or reducing student aid eligibility for for-profit education providers or providing
funding to free or reduced tuition programs at public and other nonprofit postsecondary education institutions, which
could adversely impact our ability to compete with such institutions. Action by Congress or other regulators may
increase our administrative costs and require us to modify our practices in order for our institutions to comply with
Title IV Program requirements. In addition, concerns generated by this Congressional activity may adversely affect
enrollment in for-profit educational institutions such as ours. Any laws that are adopted that limit our or our
students’ participation in Title IV Programs or in programs to provide funds for active duty service members and
veterans or the amount of student financial aid for which our students are eligible, or any decreases in enrollment
related to the Congressional activity concerning this sector, could have a material adverse effect on our academic or
operational initiatives, cash flows, results of operations, or financial condition.
Our business could be harmed if we experience a disruption in our ability to process student loans under the
Federal Direct Loan Program.
Because all Title IV Program student loans (other than Perkins loans) are now processed under the DL program, any
processing disruptions by ED may impact our students’ ability to obtain student loans on a timely basis. A
disruption in our ability to process student loans through the DL program, either because of administrative
challenges on our part or the inability of ED to process the increased volume of loans through the DL program on a
timely basis, could have a material adverse effect on our academic or operational initiatives, cash flows, results of
operations, or financial condition.
Government and regulatory agencies and third parties may conduct compliance reviews, bring claims or initiate
litigation against us.
Because we operate in a highly regulated industry, we are subject to compliance reviews and claims of
noncompliance by government agencies, regulatory agencies and third parties alleging noncompliance with
applicable standards. Each of our institutions’ administration of Title IV Program funds must be audited annually by
independent accountants and the resulting audit report must be submitted to ED for review. Compliance reviews
and claims could also result from our notification to an agency or third party based upon our own internal
compliance review. We are also subject to various lawsuits, investigations and claims, covering a wide range of
matters, including, but not limited to, alleged violations of federal and state laws, false claims made to the federal
government and routine employment matters. While we are committed to strict compliance with all applicable laws,
regulations, and accrediting standards, if the results of government, regulatory or third party reviews or proceedings
are unfavorable to us, or if we are unable to successfully defend against lawsuits or claims, we may be required to
pay monetary damages or be subject to fines, limitations, loss of regulatory approvals or Title IV Program funding
or other federal and state funding, injunctions or other penalties. We could also incur substantial legal costs that are
not covered or are in excess of our insurance coverage. Even if we adequately address issues raised by an agency
review or successfully defend a lawsuit or claim, we may have to divert significant financial and management
resources from our ongoing business operations to address issues raised by those reviews or defend those lawsuits or
claims. Additionally, given the significant public scrutiny being placed on the sector we operate in, numerous state
attorneys general have initiated investigations either of the operation of the for-profit schools in their state or of
27
particular institutions operating in that state. Changes occurring at the federal or state level, as well as our financial
performance in recent years, may spur further action or additional reporting requirements by state attorneys general,
congressional leadership or state licensing bodies.
We cannot predict the outcome of unsettled matters, and we may incur significant defense costs and other expenses
in connection with them in excess of our insurance coverage related to these matters. We may be required to pay
substantial damages, settlement costs or fines or penalties. Such costs and expenses could have a material adverse
effect on our business, cash flows, results of operations and financial condition. An adverse outcome in any of these
matters could also materially and adversely affect our licenses, accreditation and eligibility to participate in Title IV
Programs.
For more information, see “Risk Factors - Risks Related to the Extensive Regulation of Our Business - Failure to
maintain eligibility to participate in Title IV Programs could materially and adversely affect our business” and
“Business - Regulatory Environment - Title IV Programs.”
Our business and stock price could be adversely affected as a result of regulatory investigations of, or actions
commenced against, us or other companies in our industry.
The operations of companies in the education and training services industry, including us, are subject to intense
regulatory scrutiny. In some cases, allegations of wrongdoing on the part of such companies have resulted in formal
or informal investigations by the U.S. Department of Justice, the SEC, state governmental agencies, ED and other
federal agencies. These allegations have attracted adverse media coverage and have been the subject of legislative
hearings and regulatory actions at both the federal and state levels, focusing not only on the individual schools but in
some cases on the for-profit postsecondary education sector as a whole. These investigations of, or regulatory
actions against, specific companies in the education and training services industry could have a negative impact on
our industry as a whole and on our stock price. Furthermore, the outcome of such investigations and any
accompanying adverse publicity could negatively affect student enrollment and heighten the risk of class action
lawsuits against us, which could have a material adverse effect on our academic or operational initiatives, cash
flows, results of operations, or financial condition.
Changes in the state regulatory environment, state and agency budget constraints and increased regulatory
requirements, may affect our ability to obtain and maintain necessary authorizations or approvals from those
states to conduct or change our operations.
Due to state budget constraints and changes in the regulatory environment in some of the states in which we operate,
it is possible that some states may reduce the number of employees in, or curtail the operations of, the state
education agencies that authorize our schools. A delay or refusal by any state education agency in approving any
changes in our operations that require state approval, such as the opening of a new campus, the introduction of new
programs or the revision of existing programs, a change of control or the hiring or placement of new admissions
representatives, could prevent us from making such changes or delay our ability to make such changes, or could
require substantial additional costs to accommodate such delay.
State education agencies that authorize our schools continue to revise or issue new regulations requiring significant
additional reporting and monitoring of student outcomes. Additionally, state education agencies may request
additional information or supplemental reporting as a result of our recent financial performance. The regulations
and reporting requirements may lengthen the time to obtain necessary state approvals and require us to modify our
operations in order to comply with the requirements. This could impose substantial additional costs on our
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institutions, which could have a material adverse effect on our cash flows, results of operations and financial
condition.
State legislatures also continue to contemplate creating new performance metrics that would have to be satisfied to
maintain eligibility. The enactment of one or more of these proposed laws or similar laws could create compliance
challenges and impose substantial additional costs on our institutions, which could have a material adverse effect on
our academic or operational initiatives, cash flows, results of operations, or financial condition.
Budget constraints in states that provide state financial aid to our students could reduce the amount of such
financial aid that is available to our students, which could reduce our student population and negatively affect
our 90/10 Rule calculation and other compliance metrics.
Some states are facing budget constraints that are causing them to reduce state appropriations in a number of areas
including financial aid provided to students that may attend one of our programs. These states may decide to reduce
or redirect the amount of state financial aid that they provide to students, but we cannot predict how significant any
of these reductions will be or how long they will last. If the level of state funding available to our students decreases
and our students are not able to secure alternative sources of funding, it could have a material adverse effect on our
academic or operational initiatives, cash flows, results of operations, or financial condition, negatively impact our
cohort default rates, or impact our performance under the federal 90/10 Rule calculation, as this state funding is
counted in the non-Title IV Program funds portion of the ratio.
If we acquire an institution that participates in Title IV Programs or open an additional location, one or more of
our regulators could decline to approve the acquired institution or additional location, or could impose material
conditions or restrictions, which could prevent or limit the ability of the acquired institution and/or additional
location to participate in Title IV Programs and, in turn, impair our ability to operate the acquired institution
and/or the additional location as planned or to realize the anticipated benefits from the acquisition of that
institution and/or opening of the additional location.
If we acquire an institution that participates in Title IV Program funding or open an additional location, we must
obtain approval from ED and applicable state education agencies and accrediting commissions in order for the
institution or additional location to be able to operate and participate in Title IV Programs. Such approvals may be
withheld or delayed. An acquisition can result in the temporary suspension of the acquired institution’s participation
in Title IV Programs and opening an additional location can result in a delay of the campus’ participation in Title IV
Programs unless we submit a timely and materially complete application for approval of the acquisition or the
opening of the new location. If we were unable to timely establish or re-establish the state authorization,
accreditation or ED certification of the acquired institution or obtain approval for the new location, our ability to
operate the acquired institution or open the additional location as planned or to realize the anticipated benefits from
the acquisition of that institution or the opening of the additional location could be significantly impaired.
Further, ED and applicable state education agencies and accrediting agencies could impose material conditions or
restrictions on us and the acquired institution or the additional location, including, but not limited to, a material letter
of credit, limitations or prohibitions on the ability to add new campuses or add or change educational programs,
placement of the institution on the heightened cash monitoring or reimbursement method of payment and reporting
and notification requirements. Additionally, an acquired institution may have known or unknown instances of
noncompliance with federal, state or accrediting agency requirements, including, but not limited to, noncompliance
with requirements included in the defense to repayment regulations that could result in liabilities, sanctions, or
material conditions or restrictions that we may inherit by acquiring the institution. Further, our due diligence efforts
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relating to institutions that we intend to acquire may be unsuccessful and fail to identify noncompliance or other
facts that could result in liabilities, sanctions, or material conditions or restrictions. The imposition of liabilities,
sanctions, or material conditions or restrictions by one or more regulators could impair our ability to operate the
acquired institution or open the additional location as planned or to realize the anticipated benefits from the
acquisition of that institution or the opening of the additional location.
If regulators do not approve additional or revised programs, it could have an adverse effect on our academic or
operational initiatives
A student may only use Title IV Program funds to pay the costs associated with enrollment in an eligible educational
program offered by an institution participating in Title IV Programs. Our expansion plans are based, in part, on our
ability to add new educational programs at our existing institutions. Generally, an institution that is eligible to
participate in Title IV Programs, and is not provisionally certified, may obtain ED approval if the new program is
licensed by the applicable state agency and accredited by an agency recognized by ED. However, ED, or state
education agencies, and our accreditor could decline to approve a new program, or impose material conditions or
restrictions on us. Any such denial or material limitation could have a material adverse effect on our academic or
operational initiatives, cash flows, results of operations, or financial condition.
If regulators do not approve or delay their approval of transactions involving a change of control of our company
or any of our schools, our ability to participate in Title IV Programs may be impaired.
If we or any of our schools experience a change of control under the standards of applicable federal and state
agencies, our accrediting commission or ED, we or the affected schools must seek the approval of the relevant
regulatory agencies. These agencies do not have uniform criteria for what constitutes a change of control.
Transactions or events that constitute a change of control include significant acquisitions or dispositions of our
common stock or significant changes in the composition of our board of directors. Some of these transactions or
events may be beyond our control. Our failure to obtain, or a delay in receiving, approval of any change of control
from ED, our accrediting commission or any state in which our schools are located would impair our ability to
participate in Title IV Programs, which would have a material adverse effect on our academic or operational
initiatives, cash flows, results of operations, or financial condition. Our failure to obtain, or a delay in obtaining,
approval of any change of control from any state in which we do not have a school but in which we recruit students
could require us to suspend our recruitment of students in that state until we receive the required approval. The
potential adverse effects of a change of control with respect to participation in Title IV Programs could influence
future decisions by us and our stockholders regarding the sale, purchase, transfer, issuance or redemption of our
stock.
Risks Related to Our Business
Public health pandemics, epidemics or outbreaks could have a material adverse effect on our business and
operations.
In December 2019, a novel strain of coronavirus (“COVID-19”) emerged in Wuhan, China. While initially
concentrated in China, the outbreak has spread to other countries and infections have been reported globally
including in the United States. The World Health Organization has declared the outbreak to be a pandemic, the
United States had declared a state of national emergency, and many state and local governments are continuing to
take various actions to combat the spread of the virus. The extent to which COVID-19, like any other rapidly
spreading contagious illness, may impact our business and operations will depend on the evolution of the outbreak,
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which is highly speculative at this time and cannot be predicted with any level of certainty. The duration of the
outbreak, new information which emerges concerning the severity of the illness and the actions to be taken to
contain the spread of COVID-19 or its treatment remains unclear. We believe that the continued spread of COVID-
19 could adversely impact our business and operations. In addition, a quarantine of one or more of our faculty
members for two or more weeks due to exposure to COVID-19 or other contagious illness could eliminate a
program unless a substitute was readily available and quarantine of a faculty member or student could cause the
temporary closure of an affected campus which could have an adverse impact on our business and our financial
results. Further, workforce limitations and travel restrictions resulting from pandemics or disease outbreaks and
related government actions may impact many aspects of our business. If a significant percentage of our workforce is
unable to work, including because of illness or travel or government restrictions in connection with pandemics or
disease outbreaks, our operations and enrollment may be negatively impacted. Finally, state and federal regulators,
including the ED, are augmenting existing regulatory processes, waiving others, and overseeing various emergency
relief and aid programs. It is highly uncertain how long such regulatory accommodations will continue, or how long
and in what amount emergency relief and aid funds will continue to be available. We also cannot predict the types
of conditions that may be attached to participation in emergency relief and aid programs, and whether and to what
extent compliance with such conditions will be monitored and enforced.
On March 19, 2020, we suspended all in-person classes at all of our campuses for the safety and protection of our
students and staff, to help slow the spread of COVID-19 and to comply with state and local orders and restrictions.
Upon the suspension of all in-person classes, we provided all students with the opportunity to take a leave of
absence or to continue their education via an online curriculum. On March 25, 2020, we began offering the
classroom portion of our training online so that the more than 8,000 students who elected to remain active in the
program could continue their education remotely. As our training is a combination of classroom lectures and hands-
on labs, there is a portion of most classes that cannot be delivered online and needs to be completed in-person at the
campus labs.
We transitioned our on-campus, in-person education model to a blended training model that combines instructor-
facilitated online teaching and demonstrations with hands-on labs. On-campus labs have been redesigned to meet
the health, safety and social distancing guidelines imposed by the CDC and state and local jurisdictions, while still
meeting our accreditation and curriculum requirements. In May 2020, we resumed in-person labs at eight of our
campus locations. Four of our campuses resumed in-person labs in June 2020, and our final campus in Bloomfield,
New Jersey resumed in-person labs on July 1, 2020.
Once a student returns to campus for in-person labs, under the new guidelines it takes on average approximately six
to nine weeks for that student to catch-up on the lab work that he was unable to complete during the campus closure
and prior to his return. Additionally, some students have not returned to campus to complete the in-person labs and
remain only in the online portion of the curriculum, essentially only completing half of each course, while others are
completing catch-up labs, but over an extended period of time. We continue to recognize revenue ratably over the
term of the course or program offered, taking into consideration those only completing the online curriculum, and
the catch-up period for active students and the impact it has on expected graduation dates. As a result, as of
September 30, 2020, we deferred revenue of $6.1 million.
While we have reopened all of our campus locations, some students have delayed returning to campus for in-person
labs even with the new social distancing protocols in place and remain on leave of absence or continue only with the
online instruction portion of the curriculum. If students continue to remain on a leave of absence, withdraw, or do
not make up the required in person labs on a timely basis, our revenues could continue to be impacted in fiscal 2021.
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Macroeconomic conditions and aversion to debt could adversely affect our business.
We believe that our enrollment is affected by changes in economic conditions, although the nature and magnitude of
this effect are uncertain and may change over time. Enrollment tends to be counter cyclical, and the strength or
weakness of the economy directly impacts us. During periods when the unemployment rate declines or remains
stable, prospective students have more employment options and recruiting new students has traditionally been more
challenging. Affordability concerns associated with increased living expenses, relocation expenses and the
availability of full- and part-time jobs for students attending classes have made it more challenging for us to attract
and retain students.
Conversely, an increase in the unemployment rate and weaker macroeconomic conditions could reduce the
willingness of employers to sponsor educational opportunities for their employees and affect the ability of our
students to find employment in the industries that we serve, any of which could have a material adverse effect on our
cash flows, results of operations and financial condition.
Adverse market conditions for consumer and federally guaranteed student loans could negatively impact the ability
of borrowers with little or poor credit history, such as many of our students, to borrow the necessary funds at an
acceptable interest rate. These events could adversely affect the ability or willingness of our former students to
repay student loans, which could increase our student loan cohort default rate and require increased time, attention
and resources to manage these defaults.
Competition could decrease our market share and create tuition pricing concerns.
The postsecondary education market is highly competitive. We continue to experience a high level of competition
for higher quality students not only from similar programs, but also from the overall employment market and the
military. Some traditional public and private colleges and universities and community colleges, as well as other
private career-oriented schools, offer programs that may be perceived by students to be similar to ours. We compete
with local community colleges for students seeking programs that are similar to ours, mainly due to local
accessibility, low tuition rates and in certain cases free tuition. Most public institutions are able to charge lower
tuition than our schools, due in part to government subsidies and other financial sources not available to for-profit
schools.
Prospective students may choose to forego additional education and enter the workforce directly, especially during
periods when the unemployment rate declines or remains stable as it has in recent years. This may include
employment with our industry partners or with other manufacturers and employers of our graduates. Additionally,
the military often recruits or retains potential students when branches of the military offer enlistment or re-
enlistment bonuses.
We may limit tuition increases or increase spending in response to competition in order to retain or attract students
or pursue new market opportunities; however, if we cannot effectively respond to competitor changes, it could
reduce our enrollments and our student populations. We cannot be sure that we will be able to compete successfully
against current or future competitors or that competitive pressures faced by us will not adversely affect our market
share, revenues and operating margin.
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Our financial performance depends in part on our ability to continue to develop awareness and acceptance of our
programs among high school graduates, military personnel and adults seeking advanced training.
The awareness of our programs among high school graduates, military personnel and working adults seeking
advanced training is critical to the continued acceptance and growth of our programs. Our inability to continue to
develop awareness of our programs could reduce our enrollments, which could have a material adverse effect on our
cash flows, results of operations and financial condition. The following are some of the factors that could prevent us
from successfully marketing our programs:
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•
•
•
•
•
•
availability of funding sources acceptable to our students;
recruitment of veterans or other potential students without formal education by our industry partners and
other manufacturers;
our failure to maintain or expand our brand or other factors related to our marketing or advertising
practices;
diminished access to high school student populations, including school district limitations on access to
students by for-profit institutions;
reduced access to military bases and installations;
our inability to maintain relationships with automotive, diesel, collision repair, motorcycle and marine
manufacturers and suppliers; and
student dissatisfaction with our programs and services.
Failure on our part to maintain and expand existing industry relationships and develop new industry
relationships with our industry customers could impair our ability to attract and retain students.
We have extensive industry relationships that we believe afford us significant competitive strength and support our
market leadership. These relationships enable us to support enrollment in our core programs by attracting students
through brand name recognition and the associated prospect of high-quality employment opportunities.
Additionally, these relationships allow us to diversify funding sources, expand the scope and increase the number of
programs we offer and reduce our costs and capital expenditures due to the fact that, pursuant to the terms of the
underlying contracts with manufacturer brand partners, we provide a variety of specialized training programs and
typically do so using tools, equipment and vehicles provided by the manufacturer brand partners. These
relationships also provide additional incremental revenue opportunities from training the employees of our industry
customers. Our success depends in part on our ability to maintain and expand our existing industry relationships and
to enter into new industry relationships. Certain of our existing industry relationships, including those with
American Honda Motor Company, Inc.; Mercury Marine, a division of Brunswick Corporation; Volvo Penta of the
Americas, Inc. and Yamaha Motor Corporation, USA, are not memorialized in writing and are based on verbal
understandings. As a result, the rights of the parties under these arrangements are less clearly defined than they
would be had they been in writing. Additionally, certain of our written agreements may be terminated without cause
by the OEM. Finally, certain of our existing industry relationship agreements expire within the next six months. We
are currently negotiating to renew these agreements and intend to renew them to the extent we can do so on
satisfactory terms. The reduction or elimination of, or failure to renew any of our existing industry relationships, or
our failure to enter into new industry relationships, could impair our ability to attract and retain students, require
additional capital expenditures or increase expenses and have a material adverse effect on our cash flows, results of
operations and financial condition.
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Our success depends in part on our ability to update and expand the content of existing programs and develop
and integrate new programs in a cost-effective manner and on a timely basis.
Prospective employers of our graduates demand that their entry-level employees possess appropriate technological
skills. These skills are becoming more sophisticated in line with technological advancements in the automotive,
diesel, collision repair, motorcycle and marine industries. Accordingly, educational programs at our schools must
keep pace with those technological advancements. Additionally, the method used to deliver curriculum has evolved
to include online delivery. The updates to our existing programs and the development of new programs, and
changes in the method in which we deliver them, may not be accepted by our students, prospective employers or the
technical education market. Even if we are able to develop acceptable new programs, we may not be able to
introduce these new programs as quickly as the industries we serve require or as quickly as our competitors. If we
are unable to adequately respond to changes in market requirements due to unusually rapid technological changes or
other factors, our ability to attract and retain students could be impaired and our graduate employment rates could
suffer.
Additionally, if we are unable to address and respond to requirements for new or updated curricula such as training
instructors to teach the curricula, obtaining the appropriate equipment to teach the curricula to our students, or
obtaining the appropriate regulatory approvals, we may not be able to successfully roll out the curricula to our
campuses in a timely and cost-effective manner. If we are not able to effectively and efficiently integrate curricula,
this could have a material adverse effect on our cash flows, results of operations and financial condition.
Growing our online academic programs could be difficult for us.
The expansion of our existing online programs and the creation of new online programs may not be accepted by
students or employers, or by government regulators or accreditation agencies. In addition, our efforts may be
materially adversely affected by increased competition in the online education market or because of problems with
the performance or reliability of our online program infrastructure. There is also increasing development of online
programs by traditional universities, both in the public and private sectors, which may have more consumer
acceptance than programs we develop because of lower pricing or perception of greater value of their degrees in the
marketplace, which may materially adversely affect our business, financial condition and results of operations.
We are heavily dependent on the reliability and performance of an internally developed student management and
reporting system, and any difficulties in maintaining this system may result in service interruptions, decreased
customer service or increased expenditures.
The software that underlies our student management and reporting has been developed primarily by our own
employees. The reliability and continuous availability of this internal system and related integrations are critical to
our business. Any interruptions that hinder our ability to timely deliver our services, or that materially impact the
efficiency or cost with which we provide these services, or our ability to attract and retain computer programmers
with knowledge of the appropriate computer programming language, would adversely affect our reputation and
profitability and our ability to conduct business and prepare financial reports. Additionally, many of the software
systems we currently use will need to be enhanced over time or replaced with equivalent commercial products,
either of which could entail considerable effort and expense.
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System disruptions and security threats to our computer networks, including breach of the personal information
we collect, could have a material adverse effect on our business and our reputation.
Our computer systems as well as those of our service providers are vulnerable to interruption, malfunction or
damage due to events beyond our control, including malicious human acts committed by foreign or domestic
persons, natural disasters, and network and communications failures. We have established a written data breach
incident response policy, which we test informally and formally at least annually. Additionally, we periodically
perform vulnerability self-assessments and engage service providers to perform independent vulnerability
assessments and penetration tests. However, despite network security measures, our servers and the servers at our
service providers are potentially vulnerable to physical or electronic unauthorized access, computer hackers,
computer viruses, malicious code, organized cyber attacks and other security problems and system disruptions.
Increasing socioeconomic and political instability in some countries has heightened these risks. Despite the
precautions we and our service providers have taken, our systems may still be vulnerable to these threats. A user
who circumvents security measures could misappropriate proprietary information or cause interruptions or
malfunctions in operations.
Additionally, the personal information that we collect subjects us to additional risks and costs that could harm our
business and our reputation. We collect, retain and use personal information regarding our students and their families
and our employees, including personally identifiable information, tax return information, financial data, bank
account information and other data. Although we employ various network and business security measures to limit
access to and use of such personal information, we cannot guarantee that a third party will not circumvent such
security measures, resulting in the breach, loss or theft of the personal information of our students and their families
and our employees. Possession and use of personal information in our operations also subjects us to legislative and
regulatory burdens that could restrict our use of personal information and require notification of data breaches. A
violation of any laws or regulations relating to the collection, retention or use of personal information could also
result in the imposition of fines or lawsuits against us.
Sustained or repeated system failures or security breaches that interrupt our ability to process information in a timely
manner or that result in a breach of proprietary or personal information could have a material adverse effect on our
operations and our reputation. Although we maintain insurance in respect of these types of events, available
insurance proceeds may not be adequate to compensate us for damages sustained due to these events.
We may not be able to retain our key personnel or hire and retain the personnel we need to sustain and grow our
business.
Our success to date has depended, and will continue to depend, largely on the skills, efforts and motivation of our
executive officers who generally have significant experience with our company and within the technical education
industry. Our success also depends in large part upon our ability to attract and retain highly qualified faculty,
campus presidents, administrators and corporate management. Due to the nature of our business and our operating
results in recent years, we face significant competition in the attraction and retention of personnel who possess the
skill sets that we seek. The for-profit education sector is under significant regulatory and government scrutiny,
which may make it more difficult to attract and retain talent. If we are unable to, or are perceived to be unable to,
attract and retain experienced and qualified personnel, our business, financial condition and results of operations
may be materially adversely affected. Additionally, key personnel may leave us and subsequently compete against
us. Because we do not currently carry “key man” life insurance, the loss of the services of any of our key personnel,
or our failure to attract and retain other qualified and experienced personnel on acceptable terms, could impair our
ability to successfully manage our business.
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If we are unable to hire, retain and continue to develop and train our admissions representatives, the
effectiveness of our student recruiting efforts would be adversely affected.
In order to support revenue growth and student enrollment, we need to hire and train new admissions
representatives, as well as retain and continue to develop our existing admissions representatives, who are our
employees dedicated to student recruitment. Our ability to develop a strong admissions representative team may be
affected by a number of factors, including the following:
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the competition we face from other companies in hiring;
consumer trends causing certain sectors (other than for-profit, postsecondary education) to experience
significant growth in less regulated environments with the potential to offer higher compensation;
our ability to compensate admissions representatives while remaining compliant with ED regulations
related to incentive compensation;
our ability to assimilate and motivate our admissions representatives;
our ability to effectively train our admissions representatives;
the length of time it takes new admissions representatives to become productive; and
our ability to effectively manage a multi-location educational organization.
If we are unable to hire, develop or retain quality admissions representatives, the effectiveness of our student
recruiting efforts would be adversely affected.
If we fail to improve our underutilized capacity, we may experience a deterioration of our profitability and
operating margins.
We have underutilized capacity at a number of our campuses. Our ongoing efforts to fill or reduce existing capacity
may strain our management, operations, employees or other resources. We may not be able to maintain our current
capacity utilization rates, effectively manage our operations or achieve planned capacity utilization on a timely or
profitable basis. If we are unable to improve our underutilized capacity, we may experience operating inefficiencies
at a level that would result in higher than anticipated costs, which would adversely affect our profitability and
operating margins.
Our success depends, in part, on the effectiveness of our marketing and advertising programs in recruiting new
students.
In order to maintain and increase our revenues and margins, we must continue to develop our admissions programs
and attract new students in a cost-effective manner. The level of marketing and advertising and types of strategies
used are affected by the specific geographic markets, regulatory compliance requirements and the specific individual
nature of each institution and its students. The complexity of these marketing efforts contributes to their cost. If we
are unable to advertise and market our institutions and programs successfully, our ability to attract and enroll new
students could be materially adversely affected and, consequently, our financial performance could suffer. We use
marketing tools such as the Internet, radio, television and print media advertising to promote our institutions and
programs. Our representatives also make presentations at high schools and career fairs. Additionally, we rely on the
general reputation of our institutions and referrals from current students, alumni and employers as a source of new
enrollment. As part of our marketing and advertising, we also subscribe to lead-generating databases in certain
markets, the cost of which may increase. Among the factors that could prevent us from marketing and advertising
our institutions and programs successfully are the failure of our marketing tools and strategies to appeal to
prospective students, regulatory constraints on marketing, current student and/or employer dissatisfaction with our
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program offerings or results and diminished access to high school campuses and military bases. In order to maintain
our growth, we will need to attract a larger percentage of students in existing markets and increase our addressable
market by adding locations in new markets and rolling out new academic programs. Any failure to accomplish this
may have a material adverse effect on our future growth.
Failure on our part to effectively identify, establish and operate additional schools or campuses could reduce our
ability to implement our growth strategy.
As part of our business strategy, we anticipate opening and operating new schools or campuses. Establishing new
schools or campuses poses unique challenges and requires us to make investments in management and capital
expenditures, incur marketing expenses and devote other resources that are different, and in some cases greater, than
those required with respect to the operation of acquired schools. Accordingly, when we open new schools, initial
investments could reduce our profitability. To open a new school or campus, we would be required to obtain
appropriate state and accrediting commission approvals, which may be conditioned or delayed in a manner that
could significantly affect our growth plans. Additionally, to be eligible for Title IV Program funding, a new school
or campus would have to be certified by ED. We cannot be sure that we will be able to identify suitable expansion
opportunities to maintain or accelerate our current growth rate or that we will be able to successfully integrate or
profitably operate any new schools or campuses. Our failure to effectively identify, establish, license, accredit,
obtain necessary approvals and manage the operations of newly established schools or campuses could slow our
growth and make any newly established schools or campuses more costly to operate than we have historically
experienced.
We may be unable to successfully complete or integrate future acquisitions.
We may consider selective acquisitions in the future. We may not be able to complete any acquisitions on favorable
terms or, even if we do, we may not be able to successfully integrate the acquired businesses into our business.
Integration challenges include, among others, regulatory approvals, significant capital expenditures, assumption of
known and unknown liabilities, our ability to control costs and our ability to integrate new personnel. The
successful integration of future acquisitions may also require substantial attention from our senior management and
the senior management of the acquired schools, which could decrease the time that they devote to the day-to-day
management of our business. If we do not successfully address risks and challenges associated with acquisitions,
including integration, future acquisitions could harm, rather than enhance, our operating performance. Additionally,
if we consummate an acquisition, our capitalization and results of operations may change significantly. A future
acquisition could result in the incurrence of debt and contingent liabilities, an increase in interest expense,
amortization expenses, goodwill and other intangible assets, charges relating to integration costs or an increase in
the number of shares outstanding. In addition, our acquisition of a school is a change of ownership of that school,
which may result in the temporary suspension of that school’s participation in federal student financial aid programs
until it obtains ED’s approval. These results could have a material adverse effect on our cash flows, results of
operations and financial condition or result in dilution to current stockholders.
Our proprietary loan program could have a negative effect on our results of operations.
Our proprietary loan program enables students who have utilized all available government-sponsored or other
financial aid and have not been successful in obtaining private loans from other financial institutions, for
independent students, or PLUS loans, for dependent students, to borrow a portion of their tuition if they meet certain
criteria.
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Under our proprietary loan program, the bank originates loans for our students who meet our specific credit criteria
with the related proceeds to be used exclusively to fund a portion of their tuition. We then purchase all such loans
from the bank at least monthly and assume all the related credit and collection risk. See Note 2 of the notes to our
Consolidated Financial Statements within Part II. Item 8 of this Annual Report on Form 10-K for further discussion
of activity under our proprietary loan program.
Factors that may impact our ability to collect these loans include the following, without limitation: current economic
conditions; compliance with laws applicable to the origination, servicing and collection of loans; the quality of our
loan servicers’ performance; and a decline in graduate employment opportunities and the priority that the borrowers
under this loan program attach to repaying these loans as compared to other obligations, particularly students who
did not complete or were dissatisfied with their programs of study.
The portion of a student's tuition revenue related to the proprietary loan program is considered a form of variable
consideration. We estimate the amount we ultimately expect to collect from the portion of tuition that is funded by
the proprietary loan program, resulting in a note receivable. The estimated amount is determined at the inception of
the contract, and we recognize the related revenue as the student progresses through school. Each reporting period,
we update our assessment of the variable consideration associated with the proprietary loan program. Estimating the
collection rate requires significant management judgment. If we are unable to accurately assess the variable
consideration, our revenues and profitability may be adversely impacted.
Federal, state and local laws and general legal and equitable principles relating to the protection of consumers can
apply to the origination, servicing and collection of the loans under our proprietary loan program. Any violation of
various federal, state or local laws, including, in some instances, violations of these laws by parties not under our
control, may result in losses on the loans or may limit our ability to collect all or part of the principal or interest on
the loans. This may be the case even if we are not directly responsible for the violations by such parties.
Our proprietary loan program may also be subject to oversight by the CFPB, which could result in additional
reporting requirements or increased scrutiny. Other proprietary postsecondary institutions have been subject to
information requests from the CFPB with regard to their private student loan programs. The possibility of litigation,
and the associated cost, are risks associated with our proprietary loan program. At least two proprietary education
institutions have been subject to lawsuits under the Consumer Financial Protection Act of 2010; the institutions are
accused of having unfair private student loan programs and of allegedly engaging in certain abusive practices,
including interfering with students' ability to understand their debt obligations and failing to provide certain material
information.
Changes in laws or public policy could negatively impact the viability of our proprietary loan program and cause us
to delay or suspend the program. Additionally, depending on the terms of the loans, state consumer credit regulators
may assert that our activities in connection with our proprietary loan program require us to obtain one or more
licenses, registrations or other forms of regulatory approvals, any of which may not be able to be obtained in a
timely manner, if at all. All of these factors could result in our proprietary loan program having a material adverse
effect on our cash flows, results of operations and financial condition.
We rely on third parties to originate, process and service loans under our proprietary loan program. If these
companies fail or discontinue providing such services, our business could be harmed.
A state chartered bank with a small market capitalization originates loans under our proprietary loan program. If the
bank no longer provides service under the contract, we do not currently have an alternative bank to fulfill the
38
demand. There are a limited number of banks that are willing to participate in a program such as our proprietary
loan program. The time it could take us to replace the bank could result in an interruption in the loan origination
process, which could result in a decrease in our student populations. Furthermore, a single company processes loan
applications and services the loans under our proprietary loan program. There is a 90-day termination clause in the
contract under which they provide these services. If this company were to terminate the contract, we could
experience an interruption in loan application processing or loan servicing, which could result in a decrease in our
student populations.
We have goodwill, which may become impaired and subject to a write-down.
Goodwill represents the excess of the cost of an acquired business over the estimated fair values of the assets
acquired and liabilities assumed. Goodwill is reviewed at least annually for impairment, which might result from
the deterioration in the operating performance of acquired businesses, adverse market conditions, adverse changes in
applicable laws or regulations and a variety of other circumstances. Any resulting impairment charge is recognized
as an expense in the period in which impairment is identified. Our total recorded goodwill of $8.2 million as of
September 30, 2020 relates to our MMI Orlando, Florida campus and resulted from the acquisition of our
motorcycle and marine education business in 1998. We perform our annual goodwill impairment assessment during
the fourth quarter of each fiscal year. Future assessments of goodwill could result in reductions. Any reduction in
net income and operating income resulting from the write-down or impairment of goodwill could adversely affect
our financial results. If economic or industry conditions deteriorate or if market valuations decline, including with
respect to our common stock, we may be required to impair goodwill in future periods.
Risks Related to Investing in Our Common Stock
Holders of our Series A Preferred Stock own a significant percentage of our capital stock, are able to influence
and control certain corporate matters and could in the future substantially dilute the ownership interest of
holders of our common stock.
On June 24, 2016, we entered into a purchase agreement (the “Coliseum Securities Purchase Agreement”) pursuant
to which we sold 700,000 shares of Series A Preferred Stock to Coliseum Holdings I, LLC (“Coliseum Holdings”),
and filed a Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock (the
“Certificate of Designations”) with the Secretary of State of the State of Delaware. The Certificate of Designations
authorized a total of 700,000 shares of Series A Preferred Stock, all of which were purchased by Coliseum Holdings,
and set forth the negotiated rights, powers, preferences and privileges of the Series A Preferred Stock, including the
terms of a Conversion Cap and an Investor Voting Cap (each as defined in the Certificate of Designations), which
generally prohibit: (i) the conversion of Series A Preferred Stock into common stock; and (ii) the voting of common
stock issuable upon conversion of the Series A Preferred Stock, to the extent that such conversion results in the
issuance of a number of shares of common stock exceeding 4.99% of our outstanding shares of common stock as of
June 24, 2016 or that has voting power that exceeds 4.99% of the voting power of our outstanding shares of
common stock as of June 24, 2016.
The Certificate of Designations provides that the Conversion Cap and the Investor Voting Cap may only be removed
upon our receipt of: (i) certain stockholder approvals required by Section 312.03 of the New York Stock Exchange
Listed Company Manual (“NYSE Rule 312”); and (ii) either (A) Education Regulatory Approval (as defined in the
Certificate of Designations), or (B) a good faith determination by our board of directors that Education Regulatory
Approval is not required. Our stockholders approved a proposal at the annual meeting of stockholders on February
39
27, 2020, in accordance with the listing standards of the New York Stock Exchange (“NYSE”), that satisfied NYSE
Rule 312.
In September 2020, Coliseum Holdings distributed all of its 700,000 shares of Series A Preferred Stock to its
members, who subsequently distributed their shares to (i) limited partners affiliated with Coliseum Holdings and
certain other entities for whom Coliseum Capital Management, LLC (an affiliate of Coliseum Holdings) holds
voting and dispositive power with respect to the Series A Preferred Stock (the “Affiliated Holders”), which
Affiliated Holders, following such distribution, owned Series A Preferred Stock that represented, on an as converted
basis, approximately 24.9% of our outstanding shares of common stock and voting power, and (ii) limited partners
unaffiliated with Coliseum Holdings (the “Unaffiliated Holders”), which Unaffiliated Holders, following such
distribution, each owned shares of Series A Preferred Stock that represented, on an as converted basis, 9.9% or less
of our outstanding shares of common stock and voting power (collectively, the “Distributions”).
In connection with the Distributions, our board of directors made a good faith determination that: (i) no Education
Regulatory Approval would be required for the Unaffiliated Holders to remove the Conversion Cap and the Investor
Voting Cap with respect to the Series A Preferred Stock acquired in the Distributions; and (ii) as to the Series A
Preferred Stock held by the Affiliated Holders, no Education Regulatory Approval would be required prior to the
Affiliated Holders (A) converting a number of shares of Series A Preferred Stock into common stock provided that
the number of shares of common stock issued pursuant to such conversion, in the aggregate, is less than or equal to
9.9% of the number of shares of common stock outstanding on an as converted basis as of the date of the
Distributions, and (B) voting a number of shares of Series A Preferred Stock provided that the voting power of such
Series A Preferred Stock and any shares of common stock issued upon conversion of such Series A Preferred Stock
is less than or equal to 9.9% of the voting power of the common stock outstanding as of the date of the Distributions
(the foregoing limitations, the “Continuing Caps”).
In September 2020, the Distributions were completed and the removal of the Conversion Cap and Investor Voting
Cap became effective, subject to the Continuing Caps remaining in place with respect to the Series A Preferred
Stock distributed to the Affiliated Holders. Education Regulatory Approval continues to be required for, and the
Continuing Caps will remain in place with respect to, the Series A Preferred Stock acquired by the Affiliated Holders
in the Distributions to the extent such shares, on an as converted basis, represent in excess of 9.9% of our common
stock and voting power as of the date of the Distributions. The Affiliated Holders may, at any time, request that we
seek Education Regulatory Approval or make a good faith determination that such approval is not required. If we
are required to or elect to obtain Education Regulatory Approval and if such approvals are not obtained within the
120-day time period set forth in the Certificate of Designations, the dividend rates with respect to the Cash Dividend
and Accrued Dividend (each as defined in the Certificate of Designations) will be increased by 5.0% per year, not to
exceed a maximum of 14.5% per year, subject to downward adjustment on obtaining the foregoing approvals
As of September 30, 2020, as a result of the removal of the Conversion Cap and the Investor Voting Cap, the
Unaffiliated Holders and the Affiliated Holders were entitled to vote their Series A Preferred Stock in an amount
equal to 12,968,878 shares of common stock on a fully diluted basis. Those holders may also convert such shares of
Series A Preferred Stock and receive approximately 30.03 shares of common stock for each share of Series A
Preferred Stock converted, resulting in our issuance of up to 12,968,878 shares of common stock if such shares of
Series A Preferred Stock were all converted. On a fully converted basis, the shares of Series A Preferred Stock are
convertible into 21,021,021 shares of common stock. Holders of shares of Series A Preferred Stock are entitled to
vote with the holders of shares of common stock and any other class or series similarly entitled to vote with the
holders of common stock and not as a separate class, at any annual or special meeting of stockholders, and may act
by written consent in the same manner as the holders of common stock, on an as converted basis. Shares of Series A
40
Preferred Stock are convertible to common stock at any time at the option of the holder, subject to the Continuing
Caps.
Any conversion of Series A Preferred Stock into common stock would dilute the ownership interest of existing
holders of our common stock, and any sales in the public market of the common stock issuable upon such
conversion could adversely affect prevailing market prices of our common stock. We have granted Coliseum
Holdings and certain recipients of Series A Preferred Stock in the Distributions registration rights in respect of the
shares of Series A Preferred Stock and any shares of common stock issued upon conversion thereof. These
registration rights could facilitate the resale of such securities into the public market, and any resale of these
securities would increase the number of shares of our common stock available for public trading. Sales of a
substantial number of shares of our common stock in the public market, or the perception that such sales might
occur, could have a material adverse effect on the price of our common stock.
Additionally, a majority of the voting power of the Series A Preferred Stock must approve certain significant
corporate actions, such as (i) amendments to our Certificate of Incorporation or bylaws in a manner adverse to the
rights, preferences, privileges or voting powers of the holders of Series A Preferred Stock, (ii) the creation or
issuance of a series of stock, or other security convertible into a series of stock, with equal or greater rights than
those of the holders of Series A Preferred Stock, (iii) the issuance of equity securities, or securities convertible into
equity securities, at a price that is 25% below fair market value at the time of issuance, (iv) subject to certain
exceptions, the incurrence of indebtedness, (v) subject to certain exceptions, the sale or licensing of any of our
material assets, (vi) subject to certain exceptions, the consummation of acquisitions (of stock or assets), (vii) subject
to certain exceptions, the payment of certain dividends or distributions with respect to a series of stock junior to the
Series A Preferred Stock, (viii) the voluntary liquidation, dissolution or winding-up of UTI if the Series A Preferred
Stock would not have the option to receive the liquidation preference then in effect upon such liquidation,
dissolution or winding-up, or (ix) subject to certain exceptions, any merger, consolidation, recapitalization,
reclassification or other transaction in which substantially all of our common stock is exchanged or converted into
cash, securities or property and in which the holders of the Series A Preferred Stock shall not have the option to
receive the full liquidation preference as a result of that transaction.
The interests of the holders of the Series A Preferred Stock may not always coincide with the interests of our other
stockholders and Coliseum Holdings’ concentration of ownership may have the effect of delaying or preventing a
change of control of UTI otherwise favored by our other stockholders and could depress our stock price.
The price of our common stock has fluctuated significantly in the past and may continue to do so in the future.
As a result, you could lose all or part of your investment.
Volatility in the market price of our common stock may prevent you from being able to sell your shares at or above
the price you paid for your shares. The market price of our common stock has fluctuated significantly in the past,
and may continue to fluctuate significantly for a variety of different reasons, including, without limitation:
•
•
•
•
•
developments regarding the accreditation or state licensing;
our quarterly or annual earnings or those of other companies in our industry;
public reaction to our press releases, corporate communications and SEC filings;
changes in earnings estimates or recommendations by research analysts who track our common stock or the
stocks of other companies in our industry;
seasonal variations in our student enrollment;
41
•
•
•
•
•
•
•
new laws or regulations or new interpretations of laws or regulations applicable to our industry or business;
negative publicity, including government hearings and other public lawmaker or regulator criticism,
regarding our industry or business;
changes in enrollment;
changes in accounting standards, policies, guidance, interpretations or principles;
litigation involving our company or investigations or audits by regulators into the operations of our
company or our competitors;
sales of common stock by our directors, executive officers and significant stockholders; and
changes in general conditions in the United States and global economies or financial markets, including
those resulting from health epidemics, war, incidents of terrorism or responses to such events.
In addition, in recent years, the stock market has experienced extreme price and volume fluctuations. This volatility
has had a significant impact on the market price of securities issued by many companies, including companies in our
industry. Changes may occur without regard to the operating performance of these companies. The price of our
common stock could fluctuate based upon factors that have little or nothing to do with our company.
Seasonal and other fluctuations in our results of operations could adversely affect the trading price of our
common stock.
In reviewing our results of operations, you should not focus on quarter-to-quarter comparisons. Our results in any
quarter may not indicate the results we may achieve in any subsequent quarter or for the full year. Our revenues
normally fluctuate as a result of seasonal variations in our business, principally due to changes in total student
population. Student population varies as a result of new student enrollments, graduations and student attrition.
Historically, our schools have had lower student populations in our third fiscal quarter than in the remainder of our
fiscal year because fewer students are enrolled during the summer months. Our expenses, however, do not generally
vary at the same rate as changes in our student population and revenues and, as a result, such expenses do not
fluctuate significantly on a quarterly basis. We expect quarterly fluctuations in results of operations to continue as a
result of seasonal enrollment patterns. Such patterns may change, however, as a result of acquisitions, new school
openings, new program introductions and increased enrollments of adult students. Additionally, our revenues for
our first fiscal quarter are adversely affected by the fact that we do not recognize revenue during the calendar year-
end holiday break, which falls primarily in that quarter. These fluctuations may result in volatility or have an
adverse effect on the market price of our common stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Campuses and Other Properties
The following sets forth certain information relating to our campuses and corporate headquarters. Many of the
leases are renewable for additional terms at our option.
42
Location
Campus locations:
Arizona (Avondale)
Arizona (Phoenix)
New Jersey (Bloomfield)
California (Long Beach)
California (Rancho
California (Sacramento)(1)
Florida (Orlando)
Illinois (Lisle)
North Carolina (Mooresville)
Pennsylvania (Exton)
Texas (Dallas/Ft. Worth)
Texas (Houston)
Other locations:
Arizona (Phoenix)
Arizona (Phoenix)
Brand
UTI
MMI
UTI
UTI
UTI
UTI
UTI/MMI
UTI
NASCAR Tech
UTI
UTI
UTI
Approximate
Square
Footage
Leased or
Owned
Lease Expiration
Date
283,000
117,000
102,000
137,000
148,000
245,000
263,000
187,000
146,000
129,000
95,000
172,000
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Owned
Owned
June 2024
December 2022
December 2030
August 2030
September 2031
February 2033
August 2022
December 2032
September 2022
October 2029
N/A
N/A
Corporate Headquarters
Operational Support
29,000
47,000
Leased
Leased
December 2025
December 2022
(1) In September 2020, we signed an amendment to the lease for our Sacramento campus which extended that lease
through February 2033. Additionally, this amendment will reduce our leased space by approximately 128,000
square feet to 117,000 square feet effective as of January 1, 2022.
ITEM 3. LEGAL PROCEEDINGS
In the ordinary conduct of our business, we are periodically subject to lawsuits, demands in arbitrations, investigations,
regulatory proceedings or other claims, including, but not limited to, claims involving current and former students,
routine employment matters, business disputes and regulatory demands. When we are aware of a claim or potential
claim, we assess the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the
loss can be reasonably estimated, we would accrue a liability for the loss. When a loss is not both probable and
estimable, we do not accrue a liability. Where a loss is not probable but is reasonably possible, including if a loss in
excess of an accrued liability is reasonably possible, we determine whether it is possible to provide an estimate of the
amount of the loss or range of possible losses for the claim. Because we cannot predict with certainty the ultimate
resolution of the legal proceedings (including lawsuits, investigations, regulatory proceedings or claims) asserted
against us, it is not currently possible to provide such an estimate. The ultimate outcome of pending legal proceedings
to which we are a party may have a material adverse effect on our business, cash flows, results of operations or
financial condition.
ITEM 4. MINE SAFETY DISCLOSURES
None.
43
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
PART II
Market Information
Our common stock is listed on the NYSE under the symbol “UTI.”
The closing price of our common stock as reported by the NYSE on November 30, 2020 was $6.56 per share. As of
November 30, 2020, there were 25 holders of record of our common stock.
Dividends
On June 9, 2016, our board of directors voted to eliminate the quarterly cash dividend on our common stock. Any
future common stock dividends require the approval of a majority of the voting power of the Series A Preferred
Stock.
We continuously evaluate our cash position in light of growth opportunities, operating results and general market
conditions.
Repurchase of Securities
On December 20, 2011, our board of directors authorized the repurchase of up to $25.0 million of our common stock
in the open market or through privately negotiated transactions. As of September 30, 2020, we have purchased an
aggregate of 1,677,570 shares of our common stock for an aggregate purchase price of $15.3 million under this
stock repurchase program. During the year ended September 30, 2020, we made no purchases under this stock
repurchase program. The last stock repurchase under this stock repurchase program was during fiscal 2015. Any
future repurchases under this stock repurchase program require the approval of a majority of the voting power of our
Series A Preferred Stock.
44
Stock Performance Graph
The following Stock Performance Graph and related information shall not be deemed “soliciting material” or
“filed” with the SEC, nor should such information be incorporated by reference into any future filings under the
Securities Act or the Exchange Act except to the extent that we specifically incorporate it by reference in such filing.
This graph compares total cumulative stockholder return on our common stock during the period from September
30, 2015 through September 30, 2020 with the cumulative return on the NYSE Stock Market Index (U.S.
Companies) and a Peer Issuer Group Index. The peer issuer group consists of the companies identified below, which
were selected on the basis of the similar nature of their business. The graph assumes that $100 was invested on
September 30, 2015, and any dividends were reinvested on the date on which they were paid.
(cid:21)(cid:25)(cid:19)(cid:17)(cid:19)
(cid:21)(cid:23)(cid:19)(cid:17)(cid:19)
(cid:21)(cid:21)(cid:19)(cid:17)(cid:19)
(cid:21)(cid:19)(cid:19)(cid:17)(cid:19)
(cid:20)(cid:27)(cid:19)(cid:17)(cid:19)
(cid:20)(cid:25)(cid:19)(cid:17)(cid:19)
(cid:20)(cid:23)(cid:19)(cid:17)(cid:19)
(cid:20)(cid:21)(cid:19)(cid:17)(cid:19)
(cid:20)(cid:19)(cid:19)(cid:17)(cid:19)
(cid:27)(cid:19)(cid:17)(cid:19)
(cid:25)(cid:19)(cid:17)(cid:19)
(cid:23)(cid:19)(cid:17)(cid:19)
(cid:21)(cid:19)(cid:17)(cid:19)
(cid:20)(cid:25)(cid:22)(cid:17)(cid:27)(cid:25)
(cid:20)(cid:24)(cid:25)(cid:17)(cid:27)(cid:25)
(cid:20)(cid:23)(cid:25)(cid:17)(cid:19)(cid:24)
(cid:19)(cid:17)(cid:19)
(cid:28)(cid:18)(cid:22)(cid:19)(cid:18)(cid:21)(cid:19)(cid:20)(cid:24)
(cid:28)(cid:18)(cid:22)(cid:19)(cid:18)(cid:21)(cid:19)(cid:20)(cid:25)
(cid:28)(cid:18)(cid:22)(cid:19)(cid:18)(cid:21)(cid:19)(cid:20)(cid:26)
(cid:28)(cid:18)(cid:22)(cid:19)(cid:18)(cid:21)(cid:19)(cid:20)(cid:27)
(cid:28)(cid:18)(cid:22)(cid:19)(cid:18)(cid:21)(cid:19)(cid:20)(cid:28)
(cid:28)(cid:18)(cid:22)(cid:19)(cid:18)(cid:21)(cid:19)(cid:21)(cid:19)
(cid:56)(cid:81)(cid:76)(cid:89)(cid:72)(cid:85)(cid:86)(cid:68)(cid:79)(cid:3)(cid:55)(cid:72)(cid:70)(cid:75)(cid:81)(cid:76)(cid:70)(cid:68)(cid:79)(cid:3)(cid:44)(cid:81)(cid:86)(cid:87)(cid:76)(cid:87)(cid:88)(cid:87)(cid:72)(cid:3)(cid:44)(cid:81)(cid:70)(cid:17)
(cid:49)(cid:60)(cid:54)(cid:40)(cid:3)(cid:54)(cid:87)(cid:82)(cid:70)(cid:78)(cid:3)(cid:48)(cid:68)(cid:85)(cid:78)(cid:72)(cid:87)(cid:3)(cid:11)(cid:56)(cid:54)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:76)(cid:72)(cid:86)(cid:12)
(cid:51)(cid:72)(cid:72)(cid:85)(cid:3)(cid:42)(cid:85)(cid:82)(cid:88)(cid:83)
Symbol CRSP Total Returns Index for:
Universal Technical Institute, Inc.
NYSE Stock Market (US Companies)
Peer Group
(cid:139)
(cid:132)
(cid:83)
09/2015 09/2016 09/2017 09/2018 09/2019 09/2020
$ 100.00 $ 51.18 $ 99.76 $ 76.48 $ 156.40 $ 146.05
100.00 114.41 133.27 150.92 156.20 156.86
100.00 99.90 185.53 244.09 216.13 163.86
Companies in the Self-Determined Peer Group:
Adtalem Global Education, Inc.
Grand Canyon Education, Inc.
Strategic Education, Inc.
Career Education Corporation
Lincoln Educational Services Corporation
Zovio, Inc.
Notes:
A. The lines represent quarterly index levels derived from compounded daily returns that include all dividends.
B. Peer group indices use beginning of period market capitalization weighting.
C. If the quarterly interval, based on the fiscal year-end, is not a trading day, the preceding trading day is used.
D. The index level for all series was set to $100 on September 30, 2015.
Prepared by Zacks Investment Research, Inc. Used with permission. All rights reserved.
45
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth our selected consolidated financial and operating data as of and for the periods
indicated. You should read the selected financial data set forth below together with “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and our consolidated financial statements included
elsewhere in this Annual Report on Form 10-K. The selected consolidated statement of operations data and the
selected consolidated balance sheet data as of and for the years ended September 30, 2020, 2019, 2018, 2017 and
2016 have been derived from our consolidated financial statements.
Statement of Operations Data:
Revenues
Operating expenses:
Educational services and facilities
Selling, general and administrative
Total operating expenses
Loss from operations
Net income (loss)
Earnings per share:
Year Ended September 30,
2020(1)
2019(2)
2018(3)
2017
2016(4)
(In thousands, except per share amounts, number of campuses and average
enrollments)
$ 300,761 $ 331,504 $ 316,965 $ 324,263 $ 347,146
155,932
148,700
304,632
(3,871)
178,317
160,989
339,306
(7,802)
182,589
169,651
352,240
(35,275)
181,027
145,060
326,087
(1,824)
194,395
171,374
365,769
(18,623)
$ 8,008 $ (7,868) $ (32,682) $ (8,128) $ (47,696)
Net income (loss) per share - basic
Net income (loss) per share - diluted
$
$
0.05 $
0.05 $
(0.52) $
(0.52) $
(1.51) $
(1.51) $
(0.54) $
(0.54) $
(2.02)
(2.02)
Weighted average number of shares outstanding:
Basic
Diluted
29,812
30,113
25,438
25,438
25,115
25,115
24,712
24,712
24,313
24,313
Cash dividends declared per common share(5)
$
— $
— $
— $
— $
0.04
Other Data:
Depreciation and amortization(6)
Number of campuses
Average enrollments
$ 11,804 $ 15,904 $ 15,688 $ 16,886 $ 17,749
12
12,026
13
10,418
13
10,674
12
10,462
12
10,889
Balance Sheet Data:
Cash, cash equivalents and short-term investments $ 114,858 $ 65,442 $ 58,104 $ 97,917 $ 120,736
180,179
161,949
Current assets
58,539
67,389
Working capital
441,981
297,159
Total assets
136,614
176,522
Total shareholders’ equity
116,795
24,333
282,278
126,645
118,104
21,260
270,526
114,288
146,826
60,437
274,102
125,776
(1) Our results of operations for the year ended September 30, 2020 were impacted by the COVID-19 pandemic.
More students took a leave of absence in fiscal 2020 due to the COVID-19 pandemic and our campuses
46
suspended operations for a period of time. While we have transitioned to a blended learning model, the COVID-
19 pandemic has impacted the pace in which students are progressing through their programs. As a result, our
total graduates in fiscal 2020 decreased by 19% as compared to the prior year due to these delays. We recorded
$6.1 million in deferred revenue during the year ended September 30, 2020.
In February 2020, we raised $49.5 million of net proceeds through an equity offering which was focused on
supporting our longer-term strategy of growth, diversification and scale. We invested a portion of the proceeds
from the equity offering in held-to-maturity securities.
Additionally, we adopted ASC 842, Leases, at the beginning of fiscal 2020 using the modified retrospective
method without the recasting of comparative periods’ financial information which resulted in recording an
operating lease liability of $163.0 million and an operating lease right-of-use asset of $148.6 million on October
1, 2019.
(2) In February 2019, we announced that the Norwood, Massachusetts campus is no longer accepting new student
applications. The last group of students started in March 2019, and the campus closed on July 31, 2020. We
recorded a $1.4 million restructuring charge for the Norwood campus exit during fiscal 2019, which impacted
operating expenses and the loss from operations.
(3) In fiscal 2018, we opened a campus in Bloomfield, New Jersey. The implementation spanned most of fiscal
2018 and we commenced teaching at this campus in August 2018, which contributed to the fluctuations in
operations and financial position during fiscal 2018. Additionally, we adopted ASC 606, Revenue from
Contracts from Customers, at the beginning of fiscal 2018 using the modified retrospective method. The
adoption of this standard resulted in the change in the timing of revenue recognition as it relates to our
proprietary loan program.
(4) In fiscal 2016, we sold 700,000 shares of Series A Preferred Stock for $70.0 million in cash. Additionally,
during fiscal 2016 we recorded a full valuation allowance on our deferred tax assets which impacted income tax
expense by $34.2 million for the year ended September 30, 2016.
(5) In fiscal 2016, we paid common stock cash dividends of $0.02 per share in December and March totaling $1.0
million. On June 9, 2016, our board of directors voted to eliminate the quarterly cash dividend on our common
stock.
(6) Excludes depreciation of training equipment obtained in exchange for services of $1.3 million, $1.4 million,
$1.4 million, $1.3 million and $1.3 million for the years ended September 30, 2020, 2019, 2018, 2017 and 2016,
respectively.
47
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
You should read the following discussion together with the "Selected Financial Data" and the consolidated financial
statements and the related notes included elsewhere in this Annual Report on Form 10-K. This discussion contains
forward-looking statements that are based on our current expectations, estimates and projections about our business
and operations. Our actual results may differ materially from those currently anticipated and expressed in such
forward-looking statements as a result of a number of factors, including those we discuss under “Risk Factors”
“Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this Annual Report on Form 10-K.
General Overview
We are the leading provider of postsecondary education for students seeking careers as professional automotive,
diesel, collision repair, motorcycle and marine technicians as measured by total average full-time enrollment and
graduates. We also provide programs for welders and CNC machining technicians. We offer certificate, diploma or
degree programs at 12 campuses across the United States, excluding the Norwood, Massachusetts campus which
was closed on July 31, 2020. Additionally, we offer MSAT programs, including student-paid electives, at our
campuses and manufacturer or dealer sponsored training at certain campuses and dedicated training centers.
Founded in 1965, we have provided technical education for more than 55 years and have graduated more than
220,000 technicians.
Our revenues consist primarily of student tuition and fees derived from the programs we provide after reductions are
made for discounts and scholarships that we sponsor and for refunds for students who withdraw from our programs
prior to specified dates. Tuition and fee revenue is recognized ratably over the term of the course or program
offered. Approximately 99%, 99% and 98% of our revenues for each of the years ended September 30, 2020, 2019
and 2018, respectively, consisted of gross tuition. We supplement our tuition and fee revenues with additional
revenues from sales of textbooks and program supplies and other revenues, which are recognized as the transfer of
goods or services occurs. Through our proprietary loan program, we, in substance, provide the students who
participate in this program with extended payment terms for a portion of their tuition. Under ASC 606, the portion of
tuition revenue related to the proprietary loan program is considered a form of variable consideration. We estimate
the amount we ultimately expect to collect from the portion of tuition that is funded by the proprietary loan program,
resulting in a note receivable. Estimating the collection rate requires significant management judgment. The
estimated amount is determined at the inception of the contract and we recognize the related revenue as the student
progresses through school. Each reporting period, we update our assessment of the variable consideration associated
with the proprietary loan program. Accordingly, we recognize tuition and loan origination fees financed by the loan
and any related interest revenue under the effective interest method required under the loan based on this collection
rate. Tuition revenue and fees generally vary based on the average number of students enrolled and average tuition
charged per program. We also provide dealer technician training or instructor staffing services to manufacturers, and
we recognize revenue as the transfer of services occurs.
Average full-time enrollments vary depending on, among other factors, the number of continuing students at the
beginning of a period, new student enrollments during the period, students who have previously withdrawn but
decide to re-enroll during the period, graduations and withdrawals during the period. Our average full-time
enrollments are influenced by the:
• Attractiveness of our program offerings to high school graduates and potential adult students;
48
• Effectiveness of our marketing efforts;
• Depth of our industry relationships;
•
Strength of employment markets and long-term career prospects;
• Quality of our instructors and student services professionals;
•
Persistence of our students; the length of our education programs;
• Availability of federal and alternative funding for our programs; and
• Number of graduates of our programs who elect to attend the advanced training programs we offer and
general economic conditions.
Our introduction of additional program offerings at existing campuses and opening additional campuses is expected
to influence our average full-time enrollment. We currently offer start dates at our campuses that range from every
three to six weeks throughout the year in our core programs. The number of start dates of advanced training
programs varies by the duration of those programs and the needs of the manufacturers which sponsor them.
Our tuition charges vary by type and length of our programs and the program level, such as core or advanced
training. We implemented tuition rate increases of up to 3.5%, 3.0% and 2.5% for each of the years ended
September 30, 2020, 2019 and 2018, respectively. We regularly evaluate our tuition pricing based on individual
campus markets, the competitive environment and ED regulations.
Most students at our campuses rely on funds received under various government-sponsored student financial aid
programs, predominantly Title IV Programs and various veterans' benefits programs, to pay a substantial portion of
their tuition and other education-related expenses. Approximately 66% of our revenues, on a cash basis, were
collected from funds distributed under Title IV Programs for the year ended September 30, 2020 as calculated under
the 90/10 rule. Additionally, approximately 17% of our revenues, on a cash basis, were collected from funds
distributed under various veterans' benefits programs for the year ended September 30, 2020.
We extend credit for tuition and fees, for a limited period of time, to the majority of our students. Our credit risk is
mitigated through the students’ participation in federally funded financial aid and veterans' benefit programs unless
students withdraw prior to the receipt by us of Title IV or veterans' benefit funds for those students. The financial
aid and veterans' benefits programs are subject to political and budgetary considerations. There is no assurance that
such funding will be maintained at current levels. Extensive and complex regulations govern the financial assistance
programs in which our students participate. Our administration of these programs is periodically reviewed by
various regulatory agencies. Any regulatory violation could be the basis for the initiation of potential adverse
actions, including a suspension, limitation, placement on reimbursement status or termination proceeding, which
could have a material adverse effect on our business.
If any of our institutions were to lose its eligibility to participate in federal student financial aid or veterans' benefit
programs, the students at that institution, and other locations of that institution, would lose access to funds derived
from those programs and would have to seek alternative sources of funds to pay their tuition and fees. The receipt
of financial aid and veterans benefit funds reduces the students’ amounts due to us and has no impact on revenue
recognition, as the transfer relates to the source of funding for the costs of education which may occur through Title
IV, veterans benefit or other funds and resources available to the student. Additionally, we bear all credit and
collection risk for the portion of our student tuition that is funded through our proprietary loan program.
49
We categorize our operating expenses as (i) educational services and facilities and (ii) selling, general and
administrative.
Major components of educational services and facilities expenses include faculty and other campus administration
employees compensation and benefits, facility rent, maintenance, utilities, depreciation and amortization of property
and equipment used in the provision of educational services, tools, training aids, royalties under our licensing
arrangements and other costs directly associated with teaching our programs and providing educational services to
our students.
Selling, general and administrative expenses include compensation and benefits of employees who are not directly
associated with the provision of educational services, such as: executive management; finance and central
accounting; information technology; legal; human resources; marketing and student enrollment expenses, including
compensation and benefits of personnel employed in marketing and student admissions; costs of professional
services; bad debt expense; costs associated with the implementation and operation of our student management and
reporting system; rent for our corporate office headquarters; depreciation and amortization of property and
equipment that is not used in the provision of educational services, and other costs that are incidental to our
operations. All marketing and student enrollment expenses are recognized in the period incurred. Costs related to
the opening of new facilities, excluding related capital expenditures, are expensed in the period incurred or when
services are provided.
2020 Overview
Impact of COVID-19
On March 19, 2020, we suspended all in-person classes at all of our campuses for the safety and protection of our
students and staff, to help slow the spread of COVID-19 and to comply with state and local orders and restrictions.
Upon the suspension of all in-person classes, we provided all students with the opportunity to take a leave of
absence or to continue their education via an online curriculum. On March 25, 2020, we began offering the
classroom portion of our training online so that the more than 8,000 students who elected to remain active in the
program could continue their education remotely. As our training is a combination of classroom lectures and hands-
on labs, there is a portion of most classes that cannot be delivered online and needs to be completed in-person at the
campus labs.
We transitioned our on-campus, in-person education model to a blended training model that combines instructor-
facilitated online teaching and demonstrations with hands-on labs. On-campus labs have been redesigned to meet
the health, safety and social distancing guidelines imposed by the CDC and state and local jurisdictions, while still
meeting our accreditation and curriculum requirements. Both the ED and the ACCSC granted institutions temporary
approval to offer distance learning through December 31, 2020. To afford us additional flexibility beyond the current
temporary approval period(s), we have initiated the approval process with the ACCSC and the appropriate state
agencies to be able to offer distance education and a blended learning format for all of our programs on a more
permanent basis. In May 2020, we resumed in-person labs at eight of our campus locations. Four of our campuses
resumed in-person labs in June 2020, and our final campus in Bloomfield, New Jersey resumed in-person labs on
July 1, 2020. As previously planned, we completed the teach-out of our Norwood, Massachusetts campus and it
closed on July 31, 2020.
50
Once a student returns to campus for in-person labs, under the new guidelines it takes on average approximately six
to nine weeks for that student to catch-up on the lab work that he was unable to complete during the campus closure
and prior to his return. Additionally, as of September 30, 2020, approximately 5% of students had not returned to
campus to complete the in-person labs and remain only in the online portion of the curriculum, essentially only
completing half of each course, while approximately 28% of students were completing catch up labs, but over an
extended period of time. We continue to recognize revenue ratably over the term of the course or program offered,
taking into consideration those only completing the online curriculum, and the catch up period for active students
and the impact it has on expected graduation dates. As a result, as of September 30, 2020, we had deferred revenue
of $6.1 million.
While we have reopened all of our campus locations, some students have delayed returning to campus for in-person
labs even with the new social distancing protocols in place and remain on leave of absence or continue only with the
online instruction portion of the curriculum. If students continue to remain on a leave of absence, withdraw, or do
not make up the required in person labs on a timely basis, our revenues could continue to be impacted in fiscal 2021.
Student Metrics
End of period undergraduate full-time student enrollment as of September 30, 2020 and 2019 was 12,524 and
12,363, respectively, representing growth of 1.3% despite the impacts of the COVID-19 pandemic.
We experienced a 2.0% decline in our average full-time enrollment to 10,462 students for the year ended
September 30, 2020 as compared to the prior year period. Excluding the Norwood, Massachusetts campus, we
started 11,283 students during the year ended September 30, 2020, which represents a decrease of 2.4% from the
same period during fiscal 2019. The decrease in full-time enrollment and starts was primarily the result of the
COVID-19 pandemic.
Our ability to start new students continues to be influenced by various factors including: unemployment rates;
competition; adverse media coverage, legislative hearings, regulatory actions and investigations by attorneys general
and various agencies related to allegations of wrongdoing on the part of other companies within the education and
training services industry, which have cast the industry in a negative light; and the state of the general macro-
economic environment and its impact on price sensitivity and the ability and willingness of students and their
families to incur debt. For more information, see Item 1A. “Risk Factors.”
Operations
Our revenues for the year ended September 30, 2020 were $300.8 million, a decrease of $30.7 million, or 9.3%,
from the prior year. The decrease in revenue was primarily due to the COVID-19 pandemic as more students were
on leave of absence during the year and our campuses suspended operations for a period of time. While we have
transitioned to a blended learning model, the COVID-19 pandemic has impacted the pace in which students are
progressing through their programs. As a result, our total graduates in fiscal 2020 decreased by 19% as compared to
the prior year. Additionally, our revenue was impacted by our exit of the Norwood, Massachusetts campus in July
2020. We had $1.4 million of revenue from Norwood in fiscal 2020, compared to $8.5 million in the prior year.
Revenues were favorably impacted in fiscal 2020 from the opening of our Bloomfield, New Jersey campus in fiscal
2018. We had $14.6 million in revenue from Bloomfield in fiscal 2020, as compared to $10.9 million in fiscal 2019
when the campus was still ramping up.
51
In fiscal 2020, we had an operating loss of $3.9 million, as compared to an operating loss of $7.8 million for the
same period in the prior year. Our operating expenses for fiscal 2020 decreased 10.2% as compared to the prior year
primarily due to cost management initiatives, as well as decreases in compensation and benefit costs, depreciation
expense, and contract and professional services expenses. Productivity improvements and proactive cost actions
have been a key part of our operating model for the past several years, and we continue to identify and execute on
efficiency opportunities throughout our cost structure, while improving and investing in the overall student
experience. Net income for the year ended September 30, 2020 was $8.0 million, compared to a net loss of $7.9
million in the prior year, and includes a $10.7 million tax benefit resulting from the application of revised net
operating loss carryback regulations from the CARES Act.
During fiscal 2020, we were granted approximately $33.0 million in HEERF funds under the CARES Act, with
$16.5 million exclusively for emergency financial aid grants to students impacted by COVID-19 and $16.5 million
to cover institutional costs associated with significant changes to the delivery of instruction due to coronavirus. As
of September 30, 2020, we have awarded all $16.5 million designated for student grants. During the year ended
September 30, 2020, we drew down $13.9 million of the institutional funds into our operating cash account as partial
reimbursement for the $15.7 million of eligible costs incurred during fiscal 2020.
We continue to focus on the following key strategies as we identify opportunities for growth:
• Expanding into new geographic markets either organically or through strategic acquisitions;
• Offering new programs, such as expanding our welding program to additional campus locations, and
offering associate level degree programs at additional campus locations;
• Maintaining and expanding our manufacturer brand partners and other employers to provide career
opportunities and tuition reimbursement for our graduates;
•
Identifying and executing on a variety of affordability initiatives for our students, including employer
financial support and institutional scholarships and grants; and
•
Shifting perceptions and building advocacy with key policy makers and influencers.
52
Results of Operations
The following table sets forth selected statements of operations data as a percentage of revenues for each of the
periods indicated.
Revenues
Operating expenses:
Educational services and facilities
Selling, general and administrative
Total operating expenses
Loss from operations
Interest income (expense), net
Other income
Total other income (expense), net
Loss before income taxes
Income tax benefit (expense)
Net income (loss)
Preferred stock dividends
Income (loss) available for distribution
Year Ended September 30,
2019
2018
2020
100.0 %
100.0 %
100.0 %
51.9 %
49.4 %
101.3 %
(1.3) %
0.4 %
— %
0.4 %
(0.9) %
3.5 %
2.6 %
1.8 %
0.8 %
53.8 %
48.6 %
102.4 %
(2.4) %
(0.5) %
0.6 %
0.1 %
(2.3) %
(0.1) %
(2.4) %
1.6 %
(4.0) %
57.6 %
53.5 %
111.1 %
(11.1) %
(0.6) %
0.4 %
(0.2) %
(11.3) %
1.0 %
(10.3) %
1.7 %
(12.0) %
Year Ended September 30, 2020 Compared to Year Ended September 30, 2019
Revenues
Our revenues for the year ended September 30, 2020 were $300.8 million, a decrease of $30.7 million, or 9.3%, as
compared to revenues of $331.5 million for the year ended September 30, 2019. Our average full-time student
enrollment decreased by 2.0% primarily due to a higher number of students who went on a leave of absence during
the three months ended June 30, 2020 due to the COVID-19 pandemic. Additionally, timing of revenue recognition
for active students has been impacted by additional time needed to complete in-person catch-up labs that were
unable to be completed during the time the campuses were closed and by students retaking courses that were
previously completed. As a result of the catch up labs not yet completed, as of September 30, 2020, we have
deferred revenue of $6.1 million.
We recognized $5.1 million on an accrual basis related to revenues and interest under our proprietary loan program
for the year ended September 30, 2020, as compared to $6.8 million recognized for the year ended September 30,
2019. The decrease in overall fiscal year 2020 revenues was also partially attributable to a $1.5 million decrease in
revenues from student-paid MSATs for the year ended September 30, 2020 as compared to the prior year period.
Educational services and facilities expenses
Our educational services and facilities expenses for the year ended September 30, 2020 were $155.9 million,
representing a decrease of $22.4 million, or 12.6%, as compared to $178.3 million for the year ended September 30,
2019.
53
The following table sets forth the significant components of our educational services and facilities expenses (in
thousands):
Salaries expense
Employee benefits and tax
Bonus expense
Stock-based compensation
Compensation and related costs
Depreciation and amortization expense
Occupancy costs
Other educational services and facilities expenses
Supplies and maintenance expense
Contract services expense
Taxes and licensing expense
Student expense
Total educational services and facilities expense
Year Ended September 30,
2019
2020
71,516 $
11,911
1,023
64
84,514
12,187
37,742
(2,099)
15,282
2,801
2,319
3,186 $
155,932
78,195
15,972
550
—
94,717
15,811
35,783
11,560
10,840
3,501
3,479
2,626
178,317
$
$
Compensation and related costs decreased $10.2 million for the year ended September 30, 2020, as compared to the
prior year:
•
Salaries expense decreased $6.7 million primarily due to an approximate 6% decrease in full-time
employee headcount. The decrease in headcount was primarily due to attrition and productivity
improvements. Furloughs enacted to offset revenue decreases from the COVID-19 pandemic also reduced
salaries expense.
• Employee benefits and tax decreased $4.1 million also primarily due to lower headcount and lower cost per
employee from implementing new benefit plans at the beginning of fiscal 2020.
Depreciation and amortization expense decreased $3.6 million during the year ended September 30, 2020 primarily
due to the adoption of ASC 842 as of October 1, 2019, whereby the assets that were previously financed by finance
obligations were converted to operating leases. Subsequent to the adoption of ASC 842, the assets relating to the
operating leases were classified as “Right-of-use assets for operating leases” on the consolidated balance sheet and
the related operating lease expense was rolled into “Occupancy costs” in the table above.
Occupancy costs increased $2.0 million during the year ended September 30, 2020. The increase was primarily
attributed to the adoption of ASC 842 as of October 1, 2019 as described above partially offset by cost reductions
from closing our Norwood, Massachusetts campus, relocating and downsizing our headquarters facility, and
downsizing our Exton, Pennsylvania campus.
Other educational services and facilities expense decreased by $13.7 million, which includes a $13.3 million credit
for the year ended September 30, 2020 from the institutional HEERF funds for the reimbursement of allowable costs
related to the changes in the delivery of instruction due to the coronavirus. The allowable costs were included in the
relevant line items above. See Note 21 in the notes to our Consolidated Financial Statements within Part II, Item 8 of
this Annual Report on Form 10-K for further information on the HEERF funds.
54
Supplies and maintenance expense increased by $4.4 million primarily due to $5.7 million in laptops purchased for
our students to support their transition to the new blended on-line learning model. The laptops were one of the
allowable costs qualifying for reimbursement from the institutional HEERF funds received.
Contract services expense decreased $0.7 million during the year ended September 30, 2020 primarily due to
phasing out contracts with third parties and absorbing these responsibilities internally.
Taxes and licensing expenses decreased by $1.2 million, primarily due to a $0.7 million decrease in taxes and
licensing fees for properties in use and a $0.4 million decrease in sales and use taxes.
Selling, general and administrative expenses
Our selling, general and administrative expenses for the year ended September 30, 2020 were $148.7 million,
representing a decrease of $12.3 million, or 7.6%, as compared to $161.0 million for the year ended September 30,
2019.
The following table sets forth the significant components of our selling, general and administrative expenses (in
thousands):
$
Salaries expense
Employee benefits and tax
Bonus expense
Stock-based compensation
Compensation and related costs
Advertising expense
Other selling, general and administrative expenses
Contract services expense
Professional services expense
Depreciation and amortization expense
Total selling, general and administrative expenses
$
Year Ended September 30,
2019
2020
57,266 $
11,539
11,116
2,013
81,934
39,707
17,961
4,307
3,828
963
148,700 $
57,827
14,130
10,718
1,440
84,115
41,163
21,140
8,401
4,690
1,480
160,989
Compensation and related costs decreased by $2.2 million for the year ended September 30, 2020, as compared to
the prior year:
•
Salaries expense decreased by $0.6 million, primarily due to lower headcount compared to the prior year,
partially offset by costs related to the retirement of Kimberly J. McWaters, our former President and Chief
Executive Officer, in October 2019.
• Employee benefits and tax decreased by $2.6 million, primarily due to lower headcount and lower cost per
employee from implementing new benefit plans at the beginning of fiscal 2020.
•
Stock-based compensation expense increased by $0.6 million, due to new awards granted during fiscal
2020. There were no stock-based compensation awards granted during fiscal 2019.
55
Advertising expense decreased by $1.5 million for the year ended September 30, 2020, as compared to the prior
year. The decrease was attributable to targeted cost-efficient marketing efforts, with a shift away from television
advertising toward digital media. Advertising expense as a percentage of revenues remained relatively consistent at
approximately 13.2% for the year ended September 30, 2020 as compared to 12.4% in the prior year.
Other selling, general and administrative decreased by $3.2 million. Other selling, general and administrative
expenses includes a $1.8 million credit for year ended September 30, 2020 from the institutional HEERF funds for
the reimbursement of allowable costs related to the changes in the delivery of instruction due to the coronavirus. The
allowable costs were included in the relevant line items above. See Note 21 of the notes to our Condensed
Consolidated Financial Statements within Part II, Item 8 of this Annual Report on Form 10-K for further information
on the HEERF funds. Also contributing to the favorable cost trend were decreases in travel and entertainment of
$1.5 million.
Contract services expense decreased $4.1 million for the year ended September 30, 2020. The decrease was
attributable to a one-time, non-recurring $4.0 million consultant termination fee recognized during the year ended
September 30, 2019.
Professional services expense decreased by $0.9 million primarily attributable to a decreases in legal fees of $0.5
million and broad decreases related to external professional services due to cost control measures.
Other income (expense)
Other income for the year ended September 30, 2020 was $1.3 million, an increase of $1.1 million as compared to
other expense of $0.1 million for the year ended September 30, 2019. The $1.3 million of other income in fiscal
2020 was comprised primarily of interest income from our held-to-maturity investments. The adoption of ASC 842
as of October 1, 2019 resulted in the de-recognition of the assets associated with our financing obligations, which
were previously included in property and equipment during the year ended September 30, 2019 and contributed $3.2
million of interest expense during that period. This was partially offset by tenant rent income in the prior period of
$1.5 million which was not present during the year ended September 30, 2020 also due to the impacts of the ASC
842 adoption.
Income taxes
Our income tax benefit for the year ended September 30, 2020 was $10.6 million, or (408.7%) of pre-tax loss,
compared to income tax expense of $0.2 million, or 2.6% of pre-tax loss, for the year ended September 30, 2019.
The effective income tax rate in each period differed from the federal statutory tax rate of 21% primarily as a result
of changes in the valuation allowance and state taxes. Our income tax benefit or expense was impacted by a
decrease of $6.1 million and an increase of $1.5 million in the valuation allowance during the years ended
September 30, 2020 and 2019, respectively. The significant decrease in the valuation allowance for the year ended
September 30, 2020, and the related income tax benefit, was primarily attributable to the carryback of NOLs under
the provisions of the CARES Act and the adoption of ASC 842 as of October 1, 2019. The income tax expense for
the year September 30, 2019 was related to certain state taxes. We will maintain a valuation allowance on our
deferred tax assets until sufficient positive evidence exists to support its reversal. See Note 13 of the notes to our
Consolidated Financial Statements within Part II, Item 8 of this Annual Report on Form 10-K for further discussion.
56
Preferred stock dividends
On June 24, 2016, we sold 700,000 shares of Series A Preferred Stock for $70.0 million in cash, less $1.2 million in
issuance costs. Pursuant to this sale, we paid preferred stock cash dividends totaling $5.3 million during the years
ended September 30, 2020 and 2019, respectively. See Note 15 of the notes to our Consolidated Financial
Statements within Part II, Item 8 of this Annual Report on Form 10-K for further discussion of the preferred stock
transaction.
Income (loss) available for distribution
Income (loss) available for distribution refers to net income (loss) reduced by dividends on our Series A Preferred
Stock. As a result of the foregoing, we reported income available for distribution for the year ended September 30,
2020 of $2.7 million, as compared to a loss available for distribution of $13.1 million for the year ended September
30, 2019.
For a discussion of the financial results of operations for the year ended September 30, 2019 compared to the
year ended September 30 2018, refer to Part I, Item 7 of our 2019 Form 10-K filed with the SEC on December 6,
2019 which discussion is incorporated herein by reference and which is available free of charge on the SEC’s
website at www.sec.gov.
Non-GAAP Financial Measures
Our earnings before interest, tax, depreciation and amortization (“EBITDA”) for the years ended September 30,
2020, 2019 and 2018 were $9.4 million, $11.4 million and $(16.7) million, respectively. We define EBITDA as net
income (loss) for the year, before interest (income) expense, income tax (benefit) expense, and depreciation and
amortization.
EBITDA is a non-GAAP financial measure which is provided to supplement, but not substitute for, the most directly
comparable GAAP measure. We choose to disclose this non-GAAP financial measure because it provides an
additional analytical tool to clarify our results from operations and helps to identify underlying trends. Additionally,
this measure helps compare our performance on a consistent basis across time periods. Management also utilizes
EBITDA as an internal performance measure. To obtain a complete understanding of our performance, this measure
should be examined in connection with net income (loss) determined in accordance with GAAP. Since the items
excluded from this measure are significant components in understanding and assessing financial performance under
GAAP, this measure should not be considered to be an alternative to net income (loss) or any other measures derived
in accordance with GAAP as a measure of our operating performance or profitability. Exclusion of items in our
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 calculate EBITDA differently
than we do, limiting its usefulness as a comparative measure across companies. Investors are encouraged to use
GAAP measures when evaluating our financial performance.
57
EBITDA reconciles to net income (loss) as follows (in thousands):
Net income (loss)
Interest (income) expense, net
Income tax (benefit) expense
Depreciation and amortization (1)
EBITDA
$
$
8,008 $
(1,142)
(10,602)
13,150
9,414 $
(7,868) $
1,729
203
17,291
11,355 $
2018
(32,682)
1,885
(3,015)
17,074
(16,738)
Year Ended September 30,
2019
2020
(1) Includes depreciation of training equipment obtained in exchange for services of $1.3 million, $1.4 million and
$1.4 million for the years ended September 30, 2020, 2019 and 2018, respectively.
Liquidity and Capital Resources
Based on past performance and current expectations, we believe that our cash flows from operations, cash on hand
and short-term investments will satisfy our working capital needs, capital expenditures, commitments and other
liquidity requirements associated with our existing operations, as well as the expansion of programs at existing
campuses through the next 12 months. Our cash position is available to fund strategic long-term growth initiatives,
including opening additional metro campuses in new markets and the creation of new programs, such as welding, in
existing markets with under-utilized campus facilities. We had no line of credit or other long-term debt as of
September 30, 2020.
Our aggregate cash and cash equivalents were $76.8 million as of September 30, 2020, an increase of $11.4 million
from September 30, 2019. Additionally, we had short-term held-to-maturity investments of $38.1 million as of
September 30, 2020. There were no held-to-maturity investments as of September 30, 2019.
We believe that additional strategic use of our cash resources may include funding new campuses or new programs
in our existing campuses, purchase of real estate assets, consideration of strategic acquisitions, the repurchase of
common stock, subsidizing funding alternatives for our students, and other potential uses of cash. To the extent that
potential acquisitions are large enough to require financing beyond cash from operations, cash and cash equivalents,
and short-term investments, or we need capital to fund operations, new campus openings or expansion of programs
at existing campuses, we may enter into a credit facility, issue debt or issue additional equity.
On February 20, 2020, we entered into an Underwriting Agreement with B. Riley FBR, Inc., as representative of the
several underwriters named therein, to issue and sell an aggregate of 6,782,610 shares of our common stock, par
value $0.0001 per share, in a public offering, at a price to the public of $7.75 per share, pursuant to a registration
statement on Form S-3 (Registration No. 333-236146) and the accompanying prospectus, including the related
prospectus supplement, filed with the SEC (the “Offering”). The Offering closed on February 25, 2020. The net
proceeds from the Offering were approximately $49.2 million, after deducting underwriting discounts and offering
expenses. We invested a portion of the net proceeds from the Offering in held-to-maturity securities, which
primarily consist of corporate bonds from large cap industrial and selected financial companies with a minimum
credit rating of A. We intend to use the proceeds for working capital, capital expenditures, and other general
corporate purposes, which may include the addition of new campuses, the expansion of existing programs and the
development of new programs, and the purchase of real property and campus infrastructure. We may also use a
portion of the net proceeds to fund potential strategic acquisitions of complementary businesses, assets, services or
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technologies. See Note 15 of the notes to our Consolidated Financial Statements within Part II, Item 8 of this
Annual Report on Form 10-K for further discussion of the Offering.
On June 9, 2016, our board of directors voted to eliminate the quarterly cash dividend on our common stock. On
June 24, 2016, we issued 700,000 shares of Series A Preferred Stock for a total purchase price of $70.0 million. The
proceeds from the offering were used to fund strategic initiatives to drive growth including the transformation plan,
expansion to new markets with metro campuses and the creation of new programs in existing markets with under-
utilized campus facilities. We paid preferred stock cash dividends of $5.3 million during the years ended September
30, 2020, 2019, and 2018, respectively.
Our principal source of liquidity is operating cash flows and existing cash and cash equivalents. A majority of our
revenues are derived from Title IV Programs and various veterans benefits programs. Federal regulations dictate the
timing of disbursements of funds under Title IV Programs. Students must apply for new funding for each academic
year consisting of thirty-week periods. Loan funds are generally provided in two disbursements for each academic
year. The first disbursement for first-time borrowers is usually received 30 days after the start of a student’s
academic year and the second disbursement is typically received at the beginning of the sixteenth week from the
start of the student’s academic year. Under our proprietary loan program, we bear all credit and collection risk and
students are not required to begin repayment until six months after the student completes or withdraws from his or
her program. These factors, together with the timing of when our students begin their programs, affect our operating
cash flow.
As discussed in more detail in Note 21 of the notes to our Consolidated Financial Statements within Part II, Item 8
of this Annual Report on Form 10-K, during fiscal 2020 we were granted approximately $33.0 million in HEERF
funds under the CARES Act, with $16.5 million exclusively for emergency financial aid grants to students impacted
by COVID-19 and $16.5 million to cover institutional costs associated with significant changes to the delivery of
instruction due to coronavirus. As of September 30, 2020, we have awarded all $16.5 million designated for student
grants. During the year ended September 30, 2020, we drew down $13.9 million of the institutional funds into our
operating cash account as partial reimbursement for the $15.7 million of eligible costs incurred during fiscal 2020.
As of September 30, 2020, $2.7 million remained in our G5 account with the ED and is not included in our “Cash
and cash equivalents” on our consolidated balance sheet. We drew down the remaining $1.8 million for the eligible
costs incurred during the year ended September 30, 2020 in October 2020.
Operating Activities
Our net cash provided by operating activities was $11.0 million and $21.7 million for the years ended September 30,
2020 and 2019, respectively. Our net cash used in operating activities was $13.4 million for the year ended
September 30, 2018.
Net income, after adjustments for non-cash items, for the year ended September 30, 2020 provided cash of $48.8
million. The non-cash items included $24.3 million for amortization of right-of-use assets for operating leases,
$11.8 million for depreciation and amortization expense, $2.1 million for stock based compensation expense and
$1.8 million for bad debt expense.
Changes in operating assets and liabilities for the year ended September 30, 2020 used cash of $37.7 million
primarily due to the following:
• Changes in our operating lease liability as a result of rent payments used cash of $25.6 million.
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• The increase in receivables used cash of $13.7 million and was primarily due to the timing of Title IV
disbursements and other cash receipts on behalf of our students. Due to the COVID-19 pandemic, more
students took a leave of absence in fiscal 2020 and our campuses suspended operations for a period of time
during the second quarter. While we have transitioned to a blended learning model, the COVID-19
pandemic has impacted the pace in which students are progressing through their programs.
• The increase in the income taxes receivable used cash of $7.0 million and was primarily attributable to the
CARES Act, which allowed us to carryback NOLs from fiscal 2019 and fiscal 2018.
• The decrease in deferred revenue used cash of $2.2 million and was primarily attributable to the timing of
student starts, the number of students in school and where they were at period end in relations to
completion of their program at September 30, 2020 as compared to September 30, 2019. We had deferred
revenue of $6.1 million during fiscal 2020 due to students retaking courses that were previously completed
and the additional time needed to complete in-person catch-up labs that were unable to be completed during
the time the campuses were closed due to the COVID-19 pandemic.
• The increase in accounts payable and accrued expenses provided cash of $7.0 million primarily related to
the timing of payments to vendors and bonus accruals.
Net loss, after adjustments for non-cash items, for the year ended September 30, 2019 provided cash of $11.1
million. The non-cash items included $13.2 million for depreciation and amortization expense, $2.7 million for
amortization of assets subject to financing obligations, $1.4 million for stock-based compensation expense, and $1.2
million for bad debt expense.
Changes in operating assets and liabilities for the year ended September 30, 2019 provided cash of $10.7 million
primarily due to the following:
• The increase in deferred revenue provided cash of $4.7 million and was primarily attributable to the timing
of student starts, the number of students in school and where they were at period end in relation to
completion of their program at September 30, 2019 as compared to September 30, 2018.
• The decrease in prepaid expenses and other current assets provided cash of $3.2 million primarily due to a
decrease in prepaid rent.
• The increase in accounts payable and accrued expenses provided cash of $2.9 million primarily related to
the timing of payments to vendors.
• The increase in receivables used cash of $1.5 million and was primarily attributable to the timing of Title
IV disbursements and other cash receipts on behalf of our students.
Net loss, after adjustments for non-cash items, for the year ended September 30, 2018 used cash of $15.5 million.
The non-cash items included $13.0 million for depreciation and amortization expense, $2.7 million for amortization
of assets subject to financing obligations, $1.8 million for stock-based compensation expense, $1.5 million for bad
debt expense, and $1.2 million for goodwill impairment expense.
Changes in operating assets and liabilities for the year ended September 30, 2018 provided cash of $2.2 million
primarily due to the following:
• The increase in deferred rent liability provided cash of $5.1 million and was primarily relating to the
Bloomfield, New Jersey campus, partially offset by amortization of the deferred rent balance associated
with our home office lease.
• The increase in accounts payable and accrued expenses provided cash of $3.9 million primarily related to
changes in our graduate-based incentive compensation program for our admissions representatives.
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• The change in notes receivable provided cash of $3.4 million and was due to payments received on loans
exceeding new loan originations.
• The decrease in deferred revenue used cash of $5.7 million and was primarily attributable to the timing of
student starts, the number of students in school and where they were at period end in relation to completion
of their program at September 30, 2018 compared to September 30, 2017.
• The increase in receivables used cash of $2.7 million and was primarily attributable to the timing of Title
IV disbursements and other cash receipts on behalf of our students.
• The increase in prepaid expenses and other current assets used cash of $1.6 million primarily related to the
timing of the payment made for general invoices compared to the prior year.
Investing Activities
For the year ended September 30, 2020, net cash used in investing activities was $45.8 million. The cash outflow
was primarily related to the net purchase of $38.4 million in held-to-maturity investments with a portion of the
proceeds received from the Offering. Net cash used in investing activities was also impacted by purchases of
property and equipment of $9.3 million which includes capital expenditures for the Houston, Texas and Long Beach,
California welding program expansions.
For the year ended September 30, 2019, net cash used in investing activities was $6.2 million, primarily related to
the purchase of property and equipment, primarily for our Dallas/Ft. Worth, Texas campus for welding program
expansion, and new and replacement training equipment for ongoing operations and consolidation efforts at our
Houston, Texas campus.
For the year ended September 30, 2018, cash provided by investing activities was $27.1 million. We had cash
inflows of $40.9 million from proceeds received from sales of trading securities and $7.7 million from proceeds
received upon the maturity of our investments. We had cash outflows of $20.6 million related to the purchases of
new training equipment for our Bloomfield, New Jersey campus and replacement training equipment for our
ongoing operations.
Financing Activities
For the year ended September 30, 2020, net cash provided by financing activities was $43.1 million and related
primarily to the net proceeds received from the Offering of $49.2 million, partially offset by our semi-annual
payments of preferred stock dividends of $5.3 million.
For the year ended September 30, 2019, net cash used in financing activities was $7.2 million and related primarily
to the semi-annual payments of preferred stock dividends of $5.3 million and payments of financing obligations of
$1.3 million.
For the year ended September 30, 2018, net cash used in financing activities was $6.6 million and related primarily
to the semi-annual payments of preferred stock dividends of $5.3 million and payments of financing obligations of
$1.1 million.
Share Repurchase Program
On December 20, 2011, our board of directors authorized the repurchase of up to $25.0 million of our common stock
in the open market or through privately negotiated transactions. The timing and actual number of shares purchased
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will depend on a variety of factors such as price, corporate and regulatory requirements, and prevailing market
conditions. We may terminate or limit the share repurchase program at any time without prior notice. The last stock
repurchase under this stock repurchase program was during fiscal 2015. As of September 30, 2020, we have
repurchased 1,677,570 shares at an average price per share of $9.09 and a total cost of approximately $15.3 million
under this program. Under the terms of the Certificate of Designations, stock purchases under this program require
the approval of a majority of the voting power of the Series A Preferred Stock.
Contractual Obligations
The following table sets forth in thousands, as of September 30, 2020, the aggregate amounts of our significant
contractual obligations and commitments with definitive payment terms that will require cash outlays in the future.
Payments Due by Period
1-3
years
3-5
years
Less than
1 year
Total
More than
5 years
Operating leases, net of sublease income
(1)
Finance leases
Purchase obligations (2)
$ 192,815 $ 28,212 $ 46,012 $ 32,457 $
268
8,582
135
1,399
133
2,515
—
2,813
Total contractual commitments
$ 201,665 $ 29,746 $ 48,660 $ 35,270 $
86,134
—
1,855
87,989
(1) Minimum rental commitments. These amounts do not include property taxes, insurance or ordinary course
recurring repairs and maintenance.
(2) Includes all agreements to purchase goods or services of either a fixed or minimum quantity that are enforceable
and legally binding. Employment contracts, minimum payments under licensing and royalty agreements and
purchase orders outstanding as of September 30, 2020 are included. In the ordinary course of business, we
enter into forward purchase commitments for service agreements for general operations and advertising.
Off-Balance Sheet Arrangements
Each of our campuses must be authorized by the applicable state education agency in which the campus is located to
operate and to grant certificates, diplomas or degrees to its students. Our campuses are subject to extensive, ongoing
regulation by each of these states. Additionally, our campuses are required to be authorized by the applicable state
education agencies of certain other states in which our campuses recruit students. Our insurers issue surety bonds
for us on behalf of our campuses and admissions representatives with multiple states to maintain authorization to
conduct our business. We are obligated to reimburse our insurers for any surety bonds that are paid by the insurers.
As of September 30, 2020, the total face amount of these surety bonds was approximately $16.8 million.
Related Party Transactions
Information concerning certain related party transactions is included in Note 10 of the notes to our Consolidated
Financial Statements within Part II, Item 8 of this Annual Report on Form 10-K.
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For a description of additional information regarding related party transactions, see the information included in our
proxy statement for the 2021 Annual Meeting of Stockholders under the heading “Certain Relationships and Related
Transactions.”
Seasonality
Our operating results normally fluctuate as a result of seasonal variations in our business, principally due to changes
in total student population and costs associated with opening or expanding our campuses. Our student population
varies as a result of new student enrollments, graduations and student attrition. Historically, we have had lower
student populations in our third quarter than in the remainder of our year because fewer students are enrolled during
the summer months. Additionally, we have had higher student populations in our fourth quarter than in the
remainder of the year because more students enroll during this period. Our expenses, however, do not vary
significantly with changes in student population and revenues and, as a result, such expenses do not fluctuate
significantly on a quarterly basis. We expect quarterly fluctuations in operating results to continue as a result of
seasonal enrollment patterns. Such patterns may change, however, as a result of new school openings, new program
introductions, increased enrollments of adult students or acquisitions. Furthermore, our revenues for the first quarter
ending December 31 are impacted by the closure of our campuses for a week in December for a holiday break and
during which we do not earn revenue.
(Dollars shown in thousands)
Three Month Period Ending:
December 31
March 31
June 30
September 30
Fiscal year
2020
Revenues
Year Ended September 30,
2019
Amount Percent Amount Percent Amount Percent
25.6 %
$ 87,234
25.5 %
82,717
23.6 %
54,483
25.3 %
76,327
100.0 %
25.1 % $ 81,156
80,663
24.7 %
74,890
23.8 %
80,256
26.4 %
$ 300,761 100.0 % $ 331,504 100.0 % $ 316,965
29.0 % $ 83,050
81,746
27.5 %
79,042
18.1 %
87,666
25.4 %
2018
The decline in revenues from December 31, 2019 to June 30, 2020 was primarily due to the impact of the COVID-
19 pandemic as a higher number of students went on leave of absence. Additionally, timing of revenue recognition
for active students was impacted by additional time needed to complete in-person catch-up labs that were unable to
be completed during the time the campuses were closed and by students retaking courses that were previously
completed. The increase in revenue for the three months ended September 30, 2020 was primarily due to our
successful transition of our on-campus, in-person education model to a blended training model that combines
instructor-facilitated online teaching and demonstrations with hands-on labs. During the year ended September 30,
2020, the COVID-19 pandemic impacted our financials throughout each of the three months ended March 31, 2020,
June 30, 2020, and September 30, 2020, and therefore are not comparative for seasonality effects.
The increase in revenues for each of the three months ended December 31, 2018, March 31, 2019, June 30, 2019 and
September 30, 2019, as compared to the same periods in fiscal 2018, was primarily due to an increase in our student
population during fiscal 2019.
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(Dollars shown in thousands)
Three Month Period Ending:
December 31
March 31
June 30
September 30
Fiscal year
2020
Income (Loss) from Operations
Year Ended September 30,
2019
Amount Percent Amount Percent Amount Percent
10.2 %
$ 4,254 (109.9) % $ (7,205)
25.0 %
(5,580)
33.5 %
(455)
31.3 %
5,438
$ (3,871) 100.0 % $ (7,802) 100.0 % $ (35,275) 100.0 %
92.4 % $ (3,604)
(8,820)
71.5 %
(11,800)
5.8 %
(11,051)
(69.7)%
12.9 %
(13,779) 356.0 %
6,153 (159.0) %
(499)
2018
During the year ended September 30, 2020, the COVID-19 pandemic impacted our financials throughout each of the
three months ended March 31, 2020, June 30, 2020 and September 30, 2020, and therefore, are not comparative for
seasonality effects. Management's continued cost control efforts contributed to the improvement in income (loss) from
operations for the each of the three months ended March 31, 2019, June 30, 2019 and September 30, 2019, as compared
to the same periods in fiscal 2018.
Effect of Inflation
To date, inflation has not had a significant effect on our operations.
Critical Accounting Estimates
Our discussion of our financial condition and results of operations is based upon our financial statements, which
have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP.
During the preparation of these financial statements, we are required to make estimates and assumptions that affect
the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and
liabilities. On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue
recognition, our proprietary loan program, allowance for uncollectible accounts, goodwill recoverability, self-
insurance claim liabilities, income taxes and contingencies. We base our estimates on historical experience and on
various other assumptions that we believe are reasonable under the circumstances. The results of our analysis form
the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different assumptions or conditions, and the
impact of such differences may be material to our consolidated financial statements.
Our significant accounting policies are discussed in Note 2 of the notes to our Consolidated Financial Statements
within Part II, Item 8 of this Annual Report on Form 10-K. We believe that the following accounting estimates are
the most critical to aid in fully understanding and evaluating our reported financial results, and they require
management’s most subjective and complex judgments in estimating the effect of inherent uncertainties.
Revenue recognition
Revenues consist primarily of student tuition and fees derived from the programs we provide after reductions are
made for discounts and scholarships that we sponsor and for refunds for students who withdraw from our programs
prior to specified dates. We apply the five-step model outlined in Accounting Standards Codification Topic
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606, Revenue from Contracts from Customers (“ASC 606”). Tuition and fee revenue is recognized ratably over the
term of the course or program offered. Approximately 99%, 99% and 98% of our revenues for each of the years
ended September 30, 2020, 2019 and 2018, respectively, consisted of gross tuition. The majority of our core
programs are designed to be completed in 36 to 90 weeks, and our advanced training programs range from 12 to 23
weeks in duration. We supplement our revenues with sales of textbooks and program supplies and other revenues,
which are recognized as the transfer of goods or services occurs. Deferred revenue represents the excess of tuition
and fee payments received as compared to tuition and fees earned and is reflected as a current liability in our
consolidated balance sheets because it is expected to be earned within the next 12 months.
During the year ended September 30, 2020, due to the COVID-19 pandemic, we transitioned our on-campus, in-
person education model to a blended training model that combines instructor-facilitated online teaching and
demonstrations with hands-on labs. We continue to recognize revenue ratably over the term of the course or
program offered. However, revenue recognition for active students during the year ended September 30, 2020 was
impacted by students retaking courses that were previously completed and the additional time needed to complete
in-person catch-up labs that were unable to be completed during the time the campuses were closed due to COVID-
19. As of September 30, 2020 we had deferred revenue of $6.1 million related to students who were only attending
courses online or with catch-up labs still outstanding. We do not recognize revenue while a student is on a leave of
absence.
Through our proprietary loan program, we, in substance, provide the students who participate in this program with
extended payment terms for a portion of their tuition. Based on historical collection rates, we can demonstrate that a
portion of these loans are collectible, which results in a change in accounting due to our adoption of ASC 606 on
October 1, 2017. Accordingly, we recognize tuition and loan origination fees financed by the loan and any related
interest revenue under the effective interest method required under the loan based on this collection rate.
Other
We provide dealer technician training or instructor staffing services to manufacturers. Revenues are recognized as
transfer of the services occurs.
Proprietary Loan Program
In order to provide funding for students who are not able to fully finance the cost of their education under traditional
governmental financial aid programs, commercial loan programs or other alternative sources, we established a
private loan program with a bank.
Under the terms of the proprietary loan program, the bank originates loans for our students who meet our specific
credit criteria with the related proceeds used exclusively to fund a portion of their tuition. We then purchase all such
loans from the bank at least monthly and assume all of the related credit risk. The loans bear interest at market rates
ranging from approximately 7% to 10%; however, principal and interest payments are not required until six months
after the student completes or withdraws from his or her program. After the deferral period, monthly principal and
interest payments are required over the related term of the loan. The repayment term is up to 10 years.
Under ASC 606, the portion of tuition revenue related to the proprietary loan program is considered a form of
variable consideration. We estimate the amount we ultimately expect to collect from the portion of tuition that is
funded by the proprietary loan program, resulting in a note receivable. Estimating the collection rate requires
significant management judgment. The estimated amount is determined at the inception of the contract and we
65
recognize the related revenue as the student progresses through school. Each reporting period, we update our
assessment of the variable consideration associated with the proprietary loan program.
Allowance for uncollectible accounts
We maintain an allowance for uncollectible accounts for estimated losses resulting from the inability, failure or
refusal of our students to make required payments. We offer a variety of payment plans to help students pay that
portion of their education expenses not covered by financial aid programs or alternate fund sources, which are
unsecured and not guaranteed.
We use estimates that are subjective and require judgment in determining the allowance for doubtful accounts,
which are principally based on accounts receivable, historical percentages of uncollectible accounts, customer credit
worthiness and changes in payment history when evaluating the adequacy of the allowance for uncollectible
accounts. We also monitor and consider external factors such as changes in the economic and regulatory
environment. We use an internal group of collectors, augmented by third party collectors as deemed appropriate, in
our collection efforts. When a student with Title IV loans withdraws, Title IV rules determine if we are required to
return a portion of Title IV funds to the lender. We are then entitled to collect these funds from the students, but
collection rates for these types of receivables is significantly lower than our collection rates for receivables for
students who remain in our programs.
Although we believe that our allowance is adequate, if we underestimate the allowances required, additional
allowances may be necessary, which would result in increased selling, general and administrative expenses in the
period such determination is made.
Leases
We lease the majority of our administrative and educational facilities. ASC 842, Leases, requires lessees to
recognize a right-of-use (“ROU”) asset and a lease liability on the balance sheet for substantially all leases, with the
exception of short-term leases. Leases are classified as either finance or operating, with classification affecting the
pattern of expense recognition in the statement of income. We adopted ASC 842 as of October 1, 2019 under a
modified retrospective method without the recasting of comparative periods’ financial information.
To determine if a contract is or contains a lease, we considered whether (1) explicitly or implicitly identified assets
have been deployed in the contract and (2) we obtain substantially all of the economic benefits from the use of that
underlying asset and direct how and for what purpose the asset is used during the term of the contract. If we
determine a contract is, or contains, a lease, we assess whether the contract contains multiple lease components. We
consider a lease component to be separate from other lease components in the contract if (a) we can benefit from the
right of use either on its own or together with other resources that are readily available to us and (b) the right of use
is neither highly dependent on nor highly interrelated with the other right(s) to use underlying assets in the contract.
In contracts involving the use of real estate, we separate the right to use land from other underlying assets unless the
effect of separating the land is insignificant to the resulting lease accounting. We have elected to account for the
lease and non-lease components as a single lease component.
For all leases we are a party to, the discount rate implicit in the lease was not readily determinable. Therefore, we
used our incremental borrowing rate for each lease to determine the present value of the lease. We determined the
incremental borrowing rate applicable to each lease through a model that represents the rate of interest we would
have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a
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similar economic environment. The incremental borrowing rate was applied to each lease based on the remaining
term of the lease.
The components of lease expense are included in “Educational services and facilities” and “Selling, general and
administrative” on the consolidated statement of operations, with the exception of interest on lease liabilities, which
is included in “Interest expense.”
Goodwill
Goodwill represents the excess of the cost of an acquired business over the estimated fair values of the assets
acquired and liabilities assumed. Goodwill is reviewed at least annually for impairment, which might result from
the deterioration in the operating performance of the acquired business, adverse market conditions, adverse changes
in the applicable laws or regulations and a variety of other circumstances. Any resulting impairment charge would
be recognized as an expense in the period in which impairment is identified.
We perform our annual goodwill impairment assessment during the fourth quarter of each fiscal year. In performing
our impairment tests, we first consider the option to assess qualitative factors to determine whether it is more likely
than not that the fair value of a reporting unit or intangible, as applicable, is less than its carrying amount. If we
conclude that it is more likely than not that the fair value is less than the carrying amount based on our qualitative
assessment, or that a qualitative assessment should not be performed, we proceed with the quantitative impairment
tests to compare the estimated fair value of the reporting unit to the carrying value of its net assets.
The process of evaluating goodwill and indefinite-lived intangibles for impairment is subjective and requires
significant judgment at many points during the analysis. If we elect to perform an optional qualitative analysis, we
consider many factors including, but not limited to, general economic conditions, industry and market conditions,
our market capitalization, financial performance and key business drivers, long-term operating plans and potential
changes to significant assumptions used in the most recent fair value analysis for the reporting unit.
When performing a quantitative goodwill impairment test, we generally determine the fair value of reporting units
using an income-based approach consisting of a discounted cash flow valuation method. The fair value
determination consists primarily of using unobservable inputs under the fair value measurement standards, and we
believe our related assumptions are consistent with a reasonable market participant view while employing the
concept of highest and best use of the asset.
We believe the most critical assumptions and estimates in determining the estimated fair value of our reporting units
include, but are not limited to, future tuition revenues, operating costs, working capital changes, capital expenditures
and a discount rate. The assumptions used in determining our expected future cash flows consider various factors
such as historical operating trends particularly in student enrollment and pricing and long-term operating strategies
and initiatives.
2020 Impairment Testing
Our total recorded goodwill was $8.2 million as of September 30, 2020 which resulted primarily from the
acquisition of our motorcycle and marine education business in 1998 in Orlando, Florida. We completed our 2020
annual goodwill impairment tests and determined that it was more likely than not that the fair value of the reporting
units exceeded the carrying value and concluded that goodwill was not impaired. As a result, we did not perform the
quantitative goodwill impairment evaluation.
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Self-Insurance
We are self-insured for a number of risks, including claims related to employee health care and dental care and
workers’ compensation. The accounting for our self-insured plans involves estimates and judgments to determine
our ultimate liability related to reported claims and claims incurred but not reported. We consider our historical
experience, severity factors, actuarial analysis and existing stop loss insurance in estimating our ultimate insurance
liability. If our insurance claim trends were to differ significantly from our historic claim experience, we would
make a corresponding adjustment to our insurance reserves.
Income taxes
We are subject to the income tax laws of the United States, which are complex and subject to different
interpretations by the taxpayer and the relevant governmental taxing authorities. As a result, significant judgments
and interpretations are required in determining our provision for income taxes.
Each reporting period, we estimate the likelihood that we will be able to recover our deferred tax assets, which
represent timing differences in the recognition of revenue and certain tax deductions for accounting and tax
purposes. The realization of deferred tax assets is dependent, in part, upon future taxable income. In assessing the
need for a valuation allowance, we consider all available evidence, including our historical profitability and
projections of future taxable income. If, based on the weight of available evidence, it is more likely than not the
deferred tax assets will not be realized, we record a valuation allowance. Such valuation allowance is maintained on
our deferred tax assets until sufficient positive evidence exists to support its reversal in future periods. The weight
given to the positive and negative evidence is commensurate with the extent to which the evidence may be
objectively verified. Significant judgment is required to determine if, and the extent to which, valuation allowances
should be recorded against deferred tax assets. Changes in the valuation allowance are included in our statement of
operations as a charge or credit to income tax benefit (expense).
As a result of our assessment, income tax benefit (expense) within our statements of operations was impacted by a
decrease of $6.1 million and an increase of $1.5 million in the valuation allowance during the years ended
September 30, 2020 and 2019, respectively. The amount of the deferred tax assets considered realizable, however,
could be adjusted in future periods if estimates of future taxable income during the carryforward period are
increased, if objective negative evidence in the form of cumulative losses is no longer present and if additional
weight may be given to subjective evidence such as our projections for growth. We will continue to evaluate our
valuation allowance in future periods for any change in circumstances that causes a change in judgment about the
realizability of the deferred tax assets.
Although we believe that our estimates are reasonable, changes in tax laws or our interpretation of tax laws, and the
outcome of future tax audits could significantly impact the amounts provided for income taxes in our consolidated
financial statements. Additionally, actual operating results and the underlying amount and category of income in
future years could render our current assessment of recoverable deferred tax assets inaccurate.
Contingencies
In the ordinary conduct of our business, we are subject to occasional lawsuits, investigations and claims, including,
but not limited to, claims involving students and graduates and routine employment matters. When we are aware of
a claim or potential claim, we assess the likelihood of any loss or exposure. If it is probable that a loss will result
and the amount of the loss can be reasonably estimated, we record a liability for the loss. If the loss is not probable
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or the amount of the loss cannot be reasonably estimated, we disclose the nature of the specific claim if the
likelihood of a potential loss is reasonably possible and the amount involved is material. Generally, we expense legal
fees as incurred. There can be no assurance that the ultimate outcome of any of the lawsuits, investigations or claims
pending against us will not have a material adverse effect on our financial condition or results of operations.
Recent Accounting Pronouncements
Information concerning recently issued accounting pronouncements which are not yet effective is included in Note 3
of the notes to our Consolidated Financial Statements within Part II, Item 8 of this Annual Report on Form 10-K. As
indicated in Note 3, we are still evaluating the impact of the recently issued accounting pronouncements on our
financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our principal exposure to market risk relates to changes in interest rates. We invest our cash and cash equivalents in
money market funds and short-term corporate and municipal bonds. As of September 30, 2020, we held $76.8
million in cash and cash equivalents and $38.1 million in short-term held-to-maturity securities. For the year ended
September 30, 2020, we earned interest income of $1.2 million. We do not believe that reasonably possible changes
in interest rates will have a material effect on our financial position, results of operations or cash flows.
As of September 30, 2020, we did not have any short-term or long-term borrowings.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements of the Company and its subsidiaries are included below on pages F-2 to F-52 of
this report:
Management’s Report on Internal Control Over Financial Reporting
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of September 30, 2020 and 2019
Consolidated Statements of Operations for the years ended September 30, 2020, 2019 and 2018
Consolidated Statements of Shareholders’ Equity for the years ended September 30, 2020, 2019 and 2018
Consolidated Statements of Cash Flows for the years ended September 30, 2020, 2019 and 2018
Notes to Consolidated Financial Statements
Page
Number
F- 2
F- 3
F- 6
F- 7
F- 8
F- 9
F- 11
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
69
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and our
Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September
30, 2020, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and the
Chief Financial Officer concluded that our disclosure controls and procedures as of September 30, 2020 were
effective in ensuring that (i) information required to be disclosed by the Company in the reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified
in the SEC’s rules and forms and (ii) information required to be disclosed by the Company in the reports that it files
or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its
principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation
required by Exchange Act Rules 13a-15(d) or 15d-15(d) that occurred during the quarter ended September 30, 2020
that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting. As we continue the process to adopt ASU 2016-02, Leases (Topic 842), we expect that there will be
additional changes in internal controls over financial reporting.
Report of Management on Internal Control Over Financial Reporting and Attestation Report of Independent
Registered Public Accounting Firm
Management’s Report on Internal Control Over Financial Reporting and the attestation report of our Independent
Registered Public Accounting Firm with respect to the effectiveness of our internal control over financial reporting
are included on pages F-2 and F-3, respectively, of this Annual Report on Form 10-K.
Limitations on Effectiveness of Controls and Procedures
Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our
disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all
fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance
that all control issues, misstatements, errors and instances of fraud, if any, within our company have been or will be
prevented or detected. These inherent limitations include the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of simple error or mistake. Controls also can be circumvented by the
individual acts of some persons, by collusion of two or more people or by management override of the controls. The
design of any system of controls is based in part on certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving its stated goals under all potential future
conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks that internal
70
controls may become inadequate as a result of changes in conditions, or through the deterioration of the degree of
compliance with policies or procedures.
Management’s Certifications
The Company has filed as exhibits to its Annual Report on Form 10-K for the year ended September 30, 2020, filed
with the SEC, the certifications of the Chief Executive Officer and the Chief Financial Officer of the Company
required by Section 302 of the Sarbanes-Oxley Act of 2002.
The Company has submitted to the NYSE the most recent Annual Chief Executive Officer Certification as required
by Section 303A.12(a) of the NYSE Listed Company Manual.
ITEM 9B. OTHER INFORMATION
None.
71
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Below is a list of our Executive Officers and Board of Directors as of the year ended September 30, 2020:
Executive Officer
Jerome A. Grant
Troy R. Anderson
Sherrell E. Smith
Bart H. Fesperman
Todd A. Hitchcock
Christopher E. Kevane
Sonia C. Mason
Eric A. Severson
Lori B. Smith
Director
Robert T. DeVincenzi
David A. Blaszkiewicz
George W. Brochick
Jerome A. Grant
LTG (R) William J. Lennox
Position
Chief Executive Officer
Executive Vice President and Chief Financial Officer
Executive Vice President, Campus Operations & Services
Senior Vice President, Chief Commercial Officer
Senior Vice President, Chief Strategy and Transformation Officer
Senior Vice President, Chief Legal Officer
Senior Vice President, Chief Human Resources Officer
Senior Vice President, Admissions
Senior Vice President, Chief Information Officer
Position
Chairman of the Board, Universal Technical Institute, Inc.; Principal Partner,
Lupine Venture Group
President and Chief Executive Officer, Invest Detroit
Executive Vice President - Strategic Development, Penske Automotive Group,
Chief Executive Officer, Universal Technical Institute, Inc.
Former Superindendent of the United States Military Academy at West Point;
Chief Executive Officer, Lennox Strategies, LLC
Kimberly J. McWaters
Dr. Roderick R. Paige(1)
Christopher S. Shackelton
Linda J. Srere
Kenneth R. Trammell
John C. White(1)
Former President and Chief Executive Officer, Universal Technical Institute, Inc.
Former United States Secretary of Education
Managing Partner, Coliseum Capital Management, LLC
Former President, Young and Rubicam Advertising
Former Executive Vice President and Chief Financial Officer, Tenneco Inc.
Former Chairman of the Board, Universal Technical Institute, Inc.
(1) Effective as of November 30, 2020, Dr. Paige and Mr. White each voluntarily retired from our board of
directors.
The information required by this Item is incorporated by reference from our Proxy Statement to be filed in
connection with our 2021 Annual Meeting of Stockholders within 120 days after the end of fiscal year ended
September 30, 2020.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference from our Proxy Statement to be filed in
connection with our 2021 Annual Meeting of Stockholders within 120 days after the end of fiscal year ended
September 30, 2020.
72
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated by reference from our Proxy Statement to be filed in
connection with our 2021 Annual Meeting of Stockholders within 120 days after the end of fiscal year ended
September 30, 2020.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this Item is incorporated by reference from our Proxy Statement to be filed in
connection with our 2021 Annual Meeting of Stockholders within 120 days after the end of fiscal year ended
September 30, 2020.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated by reference from our Proxy Statement to be filed in
connection with our 2021 Annual Meeting of Stockholders within 120 days after the end of fiscal year ended
September 30, 2020.
73
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this Annual Report on Form 10-K:
(1) The financial statements required to be included in this Annual Report on Form 10-K are included in Item 8
of this Report.
(2) All other schedules have been omitted because they are not required, are not applicable, or the required
information is shown on the financial statements or the notes thereto.
(3) Exhibits:
74
Exhibit
Number
3.1
3.2
3.3
3.4
4.1
4.2
4.3
4.4
4.5
Description
Restated Certificate of Incorporation of the Registrant. (Incorporated by reference to Exhibit 3.1 to the
Registrant’s Annual Report on Form 10-K dated December 23, 2004.)
Amended and Restated Bylaws of the Registrant. (Incorporated by reference to Exhibit 3.2 to the Form 8-
K filed by the Registrant on June 30, 2016.)
Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock. (Incorporated
by reference to Exhibit 3.1 to the Form 8-K filed by the Registrant on June 24, 2016.)
Certificate of Designation, Preferences and Rights of Series E Junior Participating Preferred Stock.
(Incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Registrant on June 30, 2016.)
Specimen Certificate evidencing shares of common stock. (Incorporated by reference to Exhibit 4.1 to the
Registrant’s Registration Statement on Form S-1 dated October 3, 2003, or an amendment thereto (No.
333-109430).)
Registration Rights Agreement, dated December 16, 2003, between the Registrant and certain
stockholders signatory thereto. (Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration
Statement on Form S-1 dated October 3, 2003, or an amendment thereto (No. 333-109430).)
Registration Rights Agreement dated June 24, 2016 by and between the Registrant and Coliseum
Holdings I, LLC. (Incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the Registrant on
J
Rights Agreement, dated as of June 29, 2016, by and between the Registrant and Computershare Inc., as
Rights Agent. (Incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the Registrant on June
30, 2016.)
24 2016 )
Amendment to Rights Agreement, dated as of February 21, 2017, by and between the Registrant and
Computershare Inc., as Rights Agent. (Incorporated by reference to Exhibit 4.1 to the Form 8-K filed by
the Registrant on February 21, 2017.)
Description of Securities.
4.6+
10.1* Universal Technical Institute Executive Benefit Plan, effective March 1, 1997. (Incorporated by reference
to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 dated October 3, 2003, or an
amendment thereto (No. 333-109430).)
10.2* Management 2002 Option Program. (Incorporated by reference to Exhibit 10.5 to the Registrant’s
Registration Statement on Form S-1 dated October 3, 2003, or an amendment thereto (No. 333-109430).)
10.3* Universal Technical Institute, Inc. 2003 Incentive Compensation Plan (as amended March 1, 2017).
(Formerly known as the 2003 Stock Incentive Plan). (Incorporated by reference to Exhibit 10.1 to the
Form 8-K filed by the Registrant on March 3, 2017.)
10.4.1* Form of Restricted Stock Unit Agreement. (Incorporated by reference to Exhibit 10.1 to the Form 8-K
filed by the Registrant on September 11, 2013.)
10.4.2* Form of Restricted Stock Unit Agreement. (Incorporated by reference to Exhibit 10.1 to the Form 8-K
filed by the Registrant on September 10, 2014.)
10.4.3* Form of Performance Unit Award Agreement. (Incorporated by reference to Exhibit 10.4.3 to the Annual
Report on Form 10-K filed by the Registrant on December 1, 2017.)
10.4.4* Form of Performance Unit Award Agreement. (Incorporated by reference to Exhibit 10.4.4 to the Annual
Report on Form 10-K filed by the Registrant on December 1, 2017.)
10.4.5* Form of Performance Cash Award Agreement. (Incorporated by reference to Exhibit 10.4.5 to the Annual
Report on Form 10-K filed by the Registrant on December 1, 2017.)
10.4.6* Form of Performance Cash Award Agreement. (Incorporated by reference to Exhibit 10.4.6 to the Annual
Report on Form 10-K filed by the Registrant on December 1, 2017.)
75
Exhibit
Number
10.5
Description
Lease Agreement, dated July 2, 2001, as amended February 27, 2015, between Delegates LLC, as
landlord, and The Clinton Harley Corporation, as tenant. (Incorporated by reference to Exhibit 10.14 to
the Registrant’s Registration Statement on Form S-1 dated October 3, 2003, or an amendment thereto
(No. 333-109430), and Exhibit 10.1 to the Form 10-Q filed by the Registrant on May 1, 2015.)
10.6
Form of Indemnification Agreement by and between the Registrant and its directors and officers.
(Incorporated by reference to Exhibit 10.7 to the Form 8-K filed by the Registrant on August 6, 2014.)
10.7* Deferred Compensation Plan. (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the
Registrant on April 6, 2010.)
10.8*
Employment Agreement, dated April 8, 2014, between the Registrant and Kimberly J. McWaters.
(Incorporated by reference to Exhibit 10.1 to a Form 8-K filed by the Registrant on April 11, 2014.)
10.11.1* Offer Letter, dated as of August 2, 2012, between the Registrant and Sherrell E. Smith. (Incorporated by
reference to Exhibit 10.1 to the Form 8-K filed by the Registrant on August 21, 2012.)
10.11.2* Addendum Letter, dated as of August 7, 2012, between the Registrant and Sherrell E. Smith.
(Incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Registrant on August 21, 2012.)
10.13*
Form of Retention/Recognition Bonus Agreement. (Incorporated by reference to Exhibit 10.1 to the Form
8-K filed by the Registrant on June 13, 2011.)
10.14* Universal Technical Institute, Inc. Severance Plan, as amended October 1, 2019, (Incorporated by
reference to Exhibit 10.1 to the Form 8-K filed by the Registrant on September 24, 2019.)
10.15
Securities Purchase Agreement dated June 24, 2016, between the Registrant and Coliseum Holdings I,
LLC. (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant on June 24,
10.16* Retirement Agreement and Release of Claims, dated as of October 31, 2019, by and between the
Registrant and Kimberly J. McWaters, as amended. (Incorporated by reference to Exhibit 10.16 to the
Form 10-K filed by the Registrant on December 6, 2019.)
10.17* Employment Agreement, dated November 1, 2019, by and between the Registrant and Jerome A. Grant.
(Incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Registrant on October 21, 2019.)
21.1+
Subsidiaries of the Registrant.
Consent of Deloitte & Touche LLP.
Power of Attorney. (Included on signature page.)
23.1+
24.1
31.1+ Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2+ Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+ Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
32.2+ Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
101.INS XBRL Instance Document.
101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
* Indicates a contract with management or compensatory plan or arrangement.
+ Filed herewith.
76
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 3, 2020
UNIVERSAL TECHNICAL INSTITUTE, INC.
By: /s/ Jerome A. Grant
Jerome A. Grant, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Jerome A. Grant and Troy R. Anderson, or either of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Annual Report on Form 10-K and any documents related to this
report and filed pursuant to the Securities Exchange Act of 1934, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant in the capacities and on the dates indicated.
SIGNATURE
TITLE
DATE
/s/ Jerome A. Grant
Jerome A. Grant
/s/ Troy R. Anderson
Troy R. Anderson
/s/ Robert T. DeVincenzi
Robert T. DeVincenzi
/s/ David A. Blaszkiewicz
David A. Blaszkiewicz
/s/ George W. Brochick
George W. Brochick
Chief Executive Officer (Principal Executive Officer)
December 3, 2020
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting
Officer)
December 3, 2020
Chairman of the Board
December 3, 2020
Director
Director
77
December 3, 2020
December 3, 2020
/s/ William J. Lennox, Jr.
William J. Lennox, Jr.
/s/ Kimberly J. McWaters
Kimberly J. McWaters
/s/ Christopher S. Shackelton
Christopher S. Shackelton
/s/ Linda J. Srere
Linda J. Srere
/s/ Kenneth R. Trammell
Kenneth R. Trammell
Director
Director
Director
Director
Director
December 3, 2020
December 3, 2020
December 3, 2020
December 3, 2020
December 3, 2020
78
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Management’s Report on Internal Control Over Financial Reporting
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of September 30, 2020 and 2019
Consolidated Statements of Operations for the years ended September 30, 2020, 2019 and 2018
Consolidated Statements of Shareholders’ Equity for the years ended September 30, 2020, 2019 and 2018
Consolidated Statements of Cash Flows for the years ended September 30, 2020, 2019 and 2018
Notes to Consolidated Financial Statements
Page
Number
F- 2
F- 3
F- 6
F- 7
F- 8
F- 9
F- 11
F-1
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting
for the company and for assessing the effectiveness of internal control over financial reporting as such term is
defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Internal control over financial
reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the
preparation of financial statements for external purposes in accordance with accounting principles generally
accepted in the United States.
Internal control over financial reporting includes policies and procedures that pertain to maintaining records that, in
reasonable detail, accurately and fairly reflect our transactions and dispositions of the company’s assets; providing
reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in
accordance with accounting principles generally accepted in the United States; providing reasonable assurance that
receipts and expenditures of company assets are made in accordance with management and director authorization;
and providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of company assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to risks that controls may become
inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may
deteriorate.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on
the framework established in “Internal Control — Integrated Framework (2013)” issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the
Company’s internal control over financial reporting was effective as of September 30, 2020.
The effectiveness of the Company’s internal control over financial reporting as of September 30, 2020 has been
audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which
appears herein.
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Universal Technical Institute, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Universal Technical Institute, Inc. and subsidiaries
(the “Company”) as of September 30, 2020, based on criteria established in Internal Control — Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In
our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as
of September 30, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by
COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated financial statements as of and for the year ended September 30, 2020, of the
Company and our report dated December 3, 2020 expressed an unqualified opinion on those financial statements
and included an explanatory paragraph regarding the Company’s change in method of accounting for leases as a
result of the adoption of Accounting Standards Codification Topic 842, Leases, effective October 1, 2019.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
F-3
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
December 3, 2020
F-4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Universal Technical Institute, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Universal Technical Institute, Inc. and
subsidiaries (the "Company") as of September 30, 2020 and 2019, the related consolidated statements of operations,
of shareholders’ equity, and of cash flows for each of the three years in the period ended September 30, 2020, and
the related notes (“collectively referred to financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company as of September 30, 2020
and 2019, and the results of its operations and its cash flows for each of the three years in the period ended
September 30, 2020, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2020, based on
criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated December 3, 2020, expressed an unqualified
opinion on the Company’s internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 3 to the consolidated financial statements, effective October 1, 2019, the Company adopted
FASB ASC 842, Leases, using the modified retrospective approach.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
December 3, 2020
We have served as the Company's auditor since 2015.
F-5
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value and per share amounts)
September 30,
2020
September 30,
2019
Assets
$
76,803 $
Cash and cash equivalents
Restricted cash
Held-to-maturity investments
Receivables, net
Notes receivable, current portion
Prepaid expenses
Other current assets
Total current assets
Property and equipment, net
Goodwill
Notes receivable, less current portion
Right-of-use assets for operating leases
Other assets
Total assets
Liabilities and Shareholders’ Equity
Accounts payable and accrued expenses
Deferred revenue
Accrued tool sets
Operating lease liability, current portion
Financing obligation, current
Other current liabilities
Total current liabilities
Deferred tax liabilities, net
Deferred rent liability
Financing obligation
Operating lease liability
Other liabilities
Total liabilities
Commitments and contingencies (Note 14)
Shareholders’ equity:
12,116
38,055
35,411
5,184
6,121
6,489
180,179
72,743
8,222
27,609
144,663
8,565
$
$
441,981 $
51,891 $
40,694
3,148
23,666
—
2,241
121,640
674
—
—
134,089
9,056
265,459
65,442
15,113
—
17,937
5,227
7,054
7,331
118,104
104,126
8,222
29,852
—
10,222
270,526
45,878
42,886
2,586
—
1,554
3,940
96,844
329
10,326
39,161
—
9,578
156,238
Common stock, $0.0001 par value, 100,000 shares authorized, 32,730 and 32,499 shares
issued, and 32,647 and 25,634 shares outstanding as of September 30, 2020 and 2019,
respectively
Preferred stock, $0.0001 par value, 10,000 shares authorized; 700 shares of Series A
Convertible Preferred Stock issued and outstanding as of September 30, 2020 and 2019,
liquidation preference of $100 per share
Paid-in capital - common
Paid-in capital - preferred
Treasury stock, at cost, 82 and 6,865 shares as of September 30, 2020 and 2019, respectively
Retained deficit
Total shareholders’ equity
Total liabilities and shareholders’ equity
3
3
—
141,002
68,853
(365)
(32,971)
176,522
$
441,981 $
—
187,493
68,853
(97,388)
(44,673)
114,288
270,526
The accompanying notes are an integral part of these consolidated financial statements.
F-6
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
Revenues
Operating expenses:
Educational services and facilities
Selling, general and administrative
Total operating expenses
Loss from operations
Other income (expense):
Interest income
Interest expense
Equity in earnings of unconsolidated affiliate
Other income
Total other income (expense), net
Loss before income taxes
Income tax benefit (expense)
Net income (loss)
Preferred stock dividends
Income (loss) available for distribution
Earnings per share (See Note 17):
Net income (loss) per share - basic
Net income (loss) per share - diluted
Weighted average number of shares outstanding:
Basic
Diluted
Year Ended September 30,
2019
331,504 $
2020
300,761 $
2018
316,965
$
155,932
148,700
304,632
(3,871)
178,317
160,989
339,306
(7,802)
1,152
(10)
—
135
1,277
(2,594)
10,602
8,008 $
5,264
2,744 $
1,491
(3,220)
399
1,467
137
(7,665)
(203)
(7,868) $
5,250
(13,118) $
182,589
169,651
352,240
(35,275)
1,425
(3,310)
385
1,078
(422)
(35,697)
3,015
(32,682)
5,250
(37,932)
0.05 $
0.05 $
(0.52) $
(0.52) $
(1.51)
(1.51)
29,812
30,113
25,438
25,438
25,115
25,115
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-7
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands)
Common Stock
Preferred Stock
Shares Amount Shares Amount
Paid-in
Capital -
Common
Paid-in
Capital -
Preferred
Treasury Stock
Shares Amount
Retained
Earnings
(Deficit)
Total
Shareholders’
Equity
F
-
8
Balance as of September 30, 2017
Adjustment for the adoption of ASC 606
Net loss
Issuance of common stock under employee plans
Shares withheld for payroll taxes
Stock-based compensation
Preferred stock cash dividends declared
Balance as of September 30, 2018
Net loss
Issuance of common stock under employee plans
Shares withheld for payroll taxes
Stock-based compensation
Preferred stock cash dividends declared
Balance as of September 30, 2019
Adjustment for the adoption of ASC 842
Net income
Issuance of common stock under employee plans
Shares withheld for payroll taxes
Stock-based compensation
Shares issued for equity offering
31,872 $
—
—
379
(82)
—
—
32,169 $
—
465
(135)
—
—
32,499 $
—
—
328
(97)
—
—
Preferred stock cash dividends declared
Balance as of September 30, 2020
—
32,730 $
3
—
—
—
—
—
—
3
—
—
—
—
—
3
—
—
—
—
—
—
—
3
—
—
—
—
—
—
—
—
—
(223)
1,815
—
700 $ — $ 185,140 $ 68,853
—
—
—
—
—
—
—
—
—
—
—
—
700 $ — $ 186,732 $ 68,853
—
—
—
—
—
—
—
—
—
—
700 $ — $ 187,493 $ 68,853
—
—
—
—
(629)
1,390
—
—
—
—
—
—
—
—
—
—
—
—
—
—
37,209
(32,682)
—
—
—
(5,250)
(6,865) $ (97,388) $ (30,832) $
—
—
—
—
—
—
(6,865) $ (97,388) $ (31,555) $
—
—
—
—
—
(6,865) $ (97,388) $ (44,673) $
—
(7,868)
—
—
—
(5,250)
—
—
—
—
—
8,958
—
—
—
—
—
—
—
—
—
—
—
—
—
(698)
2,077
(47,870)
—
—
—
—
—
—
—
—
— 6,783
—
—
—
—
97,023
8,008
—
—
—
—
125,776
37,209
(32,682)
—
(223)
1,815
(5,250)
126,645
(7,868)
—
(629)
1,390
(5,250)
114,288
8,958
8,008
—
(698)
2,077
49,153
(5,264)
—
—
700 $ — $ 141,002 $ 68,853
—
—
—
(82) $
—
(5,264)
(365) $ (32,971) $
176,522
The accompanying notes are an integral part of these consolidated financial statements.
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash flows from operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activities:
Depreciation and amortization
Amortization of assets subject to financing obligation
Amortization of right-of-use assets for operating leases
Goodwill and intangible asset impairment expense
Bad debt expense
Stock-based compensation
Deferred income taxes
Equity in earnings of unconsolidated affiliate
Training equipment credits earned, net
Other (gains) losses, net
Changes in assets and liabilities:
Receivables
Notes receivable
Prepaid expenses and other current assets
Other assets
Accounts payable and accrued expenses
Deferred revenue
Income tax (receivable) payable
Accrued tool sets and other current liabilities
Deferred rent liability
Operating lease liability
Other liabilities
Net cash provided by (used in) operating activities
Cash flows from investing activities:
Purchase of property and equipment
Proceeds from disposal of property and equipment
Purchase of held-to-maturity investments
Proceeds received upon maturity of investments
Proceeds from life insurance policy
Purchase of trading securities
Proceeds from sales of trading securities
Capitalized costs for intangible assets
Return of capital contribution from unconsolidated affiliate
Year Ended September 30,
2020
2019
2018
$
8,008 $ (7,868) $ (32,682)
11,804
—
24,273
—
1,767
2,077
345
—
541
(52)
(13,749)
2,286
(1,016)
(76)
7,020
(2,192)
(6,989)
1,863
—
(25,617)
739
11,032
(9,262)
64
(69,678)
31,289
1,566
—
—
—
261
13,222
2,682
—
—
1,166
1,390
—
(399)
302
561
(1,483)
1,298
3,157
1,016
2,942
4,650
166
300
(1,677)
—
321
21,746
(6,453)
34
—
—
—
—
—
—
267
13,006
2,682
—
1,164
1,511
1,815
(2,812)
(385)
33
122
(2,695)
3,393
(1,584)
(116)
3,858
(5,663)
(812)
1,014
5,116
—
(318)
(13,353)
(20,606)
25
—
7,739
—
(894)
40,902
(325)
291
Net cash (used in) provided by investing activities
(45,760)
(6,152)
27,132
F-9
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(In thousands)
Year Ended September 30,
2019
2018
2020
Cash flows from financing activities:
Proceeds from equity offering
Payment of preferred stock cash dividend
Payment of financing obligation and finance leases
Payment of payroll taxes on stock-based compensation through shares
withheld
Net cash provided by (used in) financing activities
Change in cash, cash equivalents and restricted cash
Cash and cash equivalents, beginning of period
Restricted cash, beginning of period
Cash, cash equivalents and restricted cash, beginning of period
Cash and cash equivalents, end of period
Restricted cash, end of period
$ 49,153 $ — $ —
(5,264)
(5,250)
(5,250)
(99)
(1,319)
(1,107)
(698)
(629)
43,092
8,364
(7,198)
8,396
(223)
(6,580)
7,199
65,442
58,104
50,138
15,113
80,555
14,055
72,159
14,822
64,960
76,803
65,442
58,104
12,116
15,113
14,055
Cash, cash equivalents and restricted cash, end of period
$ 88,919 $ 80,555 $ 72,159
Supplemental disclosure of cash flow information:
Taxes (refunded) paid
Interest paid
Training equipment obtained in exchange for services
Depreciation of training equipment obtained in exchange for services
Change in accrued capital expenditures during the period
CARES Act funds received for student emergency grants (See Note 21)
$
(113) $
7
985
1,345
(490)
16,565
CARES Act funds disbursed for student emergency grants (See Note 21)
(17,184)
CARES Act funds received for institutional costs (See Note 21)
13,889
37 $
610
3,220
772
1,387
316
—
—
—
3,310
3,240
1,386
(1,042)
—
—
—
CARES Act funds for institutional costs included in Receivables, net (See
Note 21)
1,797
—
—
The accompanying notes are an integral part of these consolidated financial statements.
F-10
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
Note 1 - Business Description
Universal Technical Institute, Inc. (“we,” “us” or “our”) is the leading provider of postsecondary education for
students seeking careers as professional automotive, diesel, collision repair, motorcycle and marine technicians as
measured by total average full-time enrollment and graduates. We also provide programs for welders and computer
numeric control (“CNC”) machining technicians. We offer certificate, diploma or degree programs at 12 campuses
across the United States under the banner of several well-known brands, including Universal Technical Institute,
Motorcycle Mechanics Institute, Marine Mechanics Institute and NASCAR Technical Institute. This excludes the
Norwood, Massachusetts campus that was closed on July 31, 2020. We also offer manufacturer specific advanced
training (“MSAT”) programs, including student-paid electives, at our campuses and manufacturer or dealer
sponsored training at certain campuses and dedicated training centers. Founded in 1965, we have provided technical
education for more than 55 years and have graduated more than 220,000 technicians.
We work closely with over 35 original equipment manufacturers and industry brand partners to understand their
needs for qualified service professionals. Revenues generated from our schools consist primarily of tuition and fees
paid by students. To pay for a substantial portion of their tuition, the majority of students rely on funds received
from federal financial aid programs under Title IV Programs of the Higher Education Act of 1965, as amended
(“HEA”), as well as from various veterans benefits programs. For further discussion, see Note 2 on “Summary of
Significant Accounting Policies - Concentration of Risk” and Note 20 on “Government Regulation and Financial
Aid.”
Note 2 - Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of UTI and its wholly owned subsidiaries.
All significant intercompany accounts and transactions have been eliminated.
Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United
States requires management to make certain estimates and assumptions. Such estimates and assumptions affect the
reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and
liabilities. On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue
recognition, our proprietary loan program, allowance for uncollectible accounts, investments, property and
equipment, goodwill recoverability, self-insurance claim liabilities, income taxes, contingencies and stock-based
compensation. We base our estimates on historical experience and on various other assumptions that we believe are
reasonable under the circumstances. The results of our analysis form the basis for making judgments about the
carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ
from these estimates under different assumptions or conditions, and the impact of such differences may be material
to our consolidated financial statements.
Revenue Recognition
Postsecondary education
Revenues consist primarily of student tuition and fees derived from the programs we provide after reductions are
made for discounts and scholarships that we sponsor and for refunds for students who withdraw from our programs
F-11
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
prior to specified dates. We apply the five-step model outlined in Accounting Standards Codification Topic
606, Revenue from Contracts from Customers (“ASC 606”). Tuition and fee revenue is recognized ratably over the
term of the course or program offered. Approximately 99%, 99% and 98% of our revenues for each of the years
ended September 30, 2020, 2019 and 2018, respectively, consisted of gross tuition. The majority of our core
programs are designed to be completed in 36 to 90 weeks, and our advanced training programs range from 12 to 23
weeks in duration. We supplement our revenues with sales of textbooks and program supplies and other revenues,
which are recognized as the transfer of goods or services occurs. Deferred revenue represents the excess of tuition
and fee payments received as compared to tuition and fees earned and is reflected as a current liability in our
consolidated balance sheets because it is expected to be earned within the next 12 months.
Through our proprietary loan program, we, in substance, provide the students who participate in this program with
extended payment terms for a portion of their tuition. Based on historical collection rates, we can demonstrate that a
portion of these loans are collectible. Accordingly, we recognize tuition and loan origination fees financed by the
loan and any related interest revenue under the effective interest method required under the loan based on this
collection rate.
Other
We provide dealer technician training or instructor staffing services to manufacturers. Revenues are recognized as
transfer of the services occurs.
Proprietary Loan Program
In order to provide funding for students who are not able to fully finance the cost of their education under traditional
governmental financial aid programs, commercial loan programs or other alternative sources, we established a
private loan program with a bank.
Under the terms of the proprietary loan program, the bank originates loans for our students who meet our specific
credit criteria with the related proceeds used exclusively to fund a portion of their tuition. We then purchase all such
loans from the bank at least monthly and assume all of the related credit risk. The loans bear interest at market rates
ranging from approximately 7% to 10%; however, principal and interest payments are not required until six months
after the student completes or withdraws from his or her program. After the deferral period, monthly principal and
interest payments are required over the related term of the loan. The repayment term is up to 10 years.
The bank provides these services in exchange for a fee at a percentage of the principal balance of each loan and
related fees. Under the terms of the related agreement, we transfer funds for loan purchases to a deposit account with
the bank in advance of the bank funding the loan, which secures our related loan purchase obligation. Such funds are
classified as restricted cash in our consolidated balance sheet.
All related expenses incurred with the bank or other service providers are expensed as incurred within educational
services and facilities expense and were approximately $0.9 million, $1.1 million and $1.3 million for the years
ended September 30, 2020, 2019, and 2018, respectively.
The portion of tuition revenue related to the proprietary loan program is considered a form of variable consideration.
We estimate the amount we ultimately expect to collect from the portion of tuition that is funded by the proprietary
F-12
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
loan program, resulting in a note receivable. Estimating the collection rate requires significant management
judgment. The estimated amount is determined at the inception of the contract, and we recognize the related revenue
as the student progresses through school. Each reporting period, we update our assessment of the variable collection
rate associated with the proprietary loan program.
Prior to adopting ASC 606 on October 1, 2017, we recognized revenue related to the proprietary loan program as
cash was received.
Restricted Cash
Restricted cash includes funds held as collateral for certain of the surety bonds that our insurers issue on behalf of
our campuses and admissions representatives with multiple states, which are required to maintain authorization to
conduct our business, funds transferred in advance of loan purchases under our proprietary loan program and funds
held for students from Title IV financial aid program funds that result in credit balances on a student’s account.
Allowance for Uncollectible Accounts
We maintain an allowance for uncollectible accounts for estimated losses resulting from the inability, failure or
refusal of our students to make required payments. We offer a variety of payment plans to help students pay that
portion of their education expenses not covered by financial aid programs or alternate fund sources, which are
unsecured and not guaranteed. Management analyzes accounts receivable, historical percentages of uncollectible
accounts, customer credit worthiness and changes in payment history when evaluating the adequacy of the
allowance for uncollectible accounts. We use an internal group of collectors, augmented by third party collectors as
deemed appropriate, in our collection efforts. Although we believe that our allowance is adequate, if the financial
condition of our students deteriorates, resulting in an impairment of their ability to make payments, or if we
underestimate the allowances required, additional allowances may be necessary, which would result in increased
selling, general and administrative expenses in the period such determination is made.
Property and Equipment
Property, equipment and leasehold improvements are recorded at cost less accumulated depreciation and
amortization. Depreciation and amortization expense are calculated using the straight-line method over the estimated
useful lives of the related assets. Amortization of leasehold improvements is calculated using the straight-line
method over the remaining useful life of the asset or term of lease, whichever is shorter. Costs relating to software
developed for internal use and curriculum development are capitalized and amortized using the straight-line method
over the related estimated useful lives. Such costs include direct costs of materials and services as well as payroll
and related costs for employees who are directly associated with the projects. Maintenance and repairs are expensed
as incurred.
We review the carrying value of our property and equipment for possible impairment whenever events or changes in
circumstances indicate that the carrying amounts may not be recoverable. We evaluate our long-lived assets for
impairment by examining estimated future cash flows. These cash flows are evaluated by using probability
weighting techniques as well as comparisons of past performance against projections. Assets may also be evaluated
by identifying independent market values. If we determine that an asset’s carrying value is impaired, we will write
down the carrying value of the asset to its estimated fair value and charge the impairment as an operating expense in
F-13
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
the period in which the determination is made. There were no significant impairment charges required for the years
ended September 30, 2020, 2019 and 2018.
Goodwill
Our goodwill balance of $8.2 million resulted from the acquisition of our motorcycle and marine education business
in 1998 and is allocated to our MMI Orlando, Florida campus that provides the related educational programs.
Goodwill represents the excess of the cost of an acquired business over the estimated fair values of the assets
acquired and liabilities assumed. Goodwill is reviewed at least annually for impairment, which may result from the
deterioration in the operating performance of the acquired business, adverse market conditions, adverse changes in
the applicable laws or regulations and a variety of other circumstances. Any resulting impairment charge would be
recognized as an expense in the period in which impairment is identified.
On March 19, 2020, we suspended all in person classes at all of our campuses, including our Orlando, Florida
campus, for the safety and protection of our students and staff, to help slow the spread of COVID-19, and to comply
with state and local orders and restrictions. On March 25, 2020, we began offering the classroom portion of our
training online so that students who elected to remain enrolled in the program could continue their education from
home. During May of 2020, our Orlando, Florida campus reopened for students to complete hands-on labs, which
have been re-designed to meet CDC, state and local guidelines for health, safety and social distancing. While some
student graduation dates have been delayed due to the closure, the average students enrolled at our Orlando, Florida
campus only decreased by 3.8% as compared to the prior year. Even with the impacts of COVID-19, our new
student enrollments at the Orlando, Florida campus increased by 3.4% during 2020 over the prior year. After
performing a qualitative analysis, there were no indicators of goodwill impairment as of September 30, 2020.
Self-Insurance Plans
We are self-insured for claims related to employee health and dental care and claims related to workers’
compensation. Liabilities associated with these plans are estimated by management with consideration of our
historical loss experience, severity factors and independent actuarial analysis. Our claim liabilities are based on
estimates, and while we believe the amounts accrued are adequate, the ultimate losses may differ from the amounts
provided. Our recorded net liability related to self-insurance plans was $3.4 million as of September 30, 2020.
Leases
We lease the majority of our administrative and educational facilities under operating lease agreements. Upon
adoption of Accounting Standards Codification Topic 842, Leases (“ASC 842”) as of October 1, 2019, we
derecognized our previously recorded deferred rent balance. ASC 842 requires lessees to recognize a right-of-use
(“ROU”) asset and a lease liability on the balance sheet for substantially all leases, with the exception of short-term
leases. Leases are classified as either finance or operating, with classification affecting the pattern of expense
recognition in the statement of income. We adopted ASC 842 under a modified retrospective method without the
recasting of comparative periods’ financial information. See Note 3 “Recent Accounting Pronouncements” for
further detail regarding the adoption of ASC 842 and the impact on our financial statements and Note 10 “Leases”
for our fiscal 2020 disclosures.
F-14
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
Advertising Costs
Costs related to advertising are expensed as incurred and totaled approximately $39.7 million, $41.2 million and
$44.8 million for the years ended September 30, 2020, 2019, and 2018, respectively.
Stock-Based Compensation
Historically, we have issued restricted stock awards, restricted stock units and stock options. Restricted stock
awards and restricted stock units are subject to vesting with service and performance conditions. We measure all
share-based payments to employees at estimated fair value. We recognize the compensation expense for restricted
stock awards and restricted stock units with only service conditions on a straight-line basis over the requisite service
period. We granted restricted stock awards with both service and performance conditions during the year ended
September 30, 2020. We did not grant any stock options during the year ended September 30, 2020. Shares issued
under our equity compensation plans are new shares.
Compensation expense associated with restricted stock awards, restricted stock units and performance units is
measured based on the grant date fair value of our common stock, discounted for non-participation in anticipated
dividends during the vesting period. The requisite service period for restricted stock awards, restricted stock units
and performance units is generally the vesting period.
We estimate the fair value of performance units using a Monte Carlo simulation which requires assumptions for
expected volatility, risk-free rates of return, and dividend yields. Expected volatilities are derived using a method
that calculates historical volatility over a period equal to the length of the measurement period for UTI. We use a
risk-free rate of return that is equal to the yield of a zero-coupon U.S. Treasury bill that is commensurate with each
measurement period, and we assume that any dividends paid were reinvested.
Stock-based compensation expense of $2.1 million, $1.4 million and $1.9 million was recorded for the years ended
September 30, 2020, 2019 and 2018, respectively. The tax benefit related to stock-based compensation recognized
was $0.5 million, $0.4 million, and $0.5 million for the years ended September 30, 2020, 2019 and 2018,
respectively. See Note 14 for further discussion.
Income Taxes
We recognize deferred tax assets and liabilities for the estimated future tax consequences of events attributable to
differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax bases. We also recognize deferred tax assets for net operating loss and tax credit carryforwards. Deferred tax
assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected
to be recovered or settled. Deferred tax assets are reduced through a valuation allowance if it is more likely than not
that the deferred tax assets will not be realized.
Concentration of Risk
Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash
equivalents, restricted cash, short-term investments and receivables. As of September 30, 2020, we held cash and
cash equivalents of $76.8 million, restricted cash of $12.1 million and short-term held-to-maturity investments of
$38.1 million.
F-15
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
We place our cash and cash equivalents and restricted cash with high quality financial institutions and limit the
amount of credit exposure with any one financial institution. We mitigate the concentration risk of our investments
by limiting the amount invested in any one issuer. We mitigate the risk associated with our investment in corporate
bonds by requiring a minimum credit rating of A. We have the ability and intention to hold these investments until
maturity and therefore have classified these investments as held-to-maturity and recorded them at amortized cost.
We extend credit for tuition and fees, for a limited period of time, to a majority of our students. A substantial portion
is repaid through the student’s participation in federally funded financial aid programs. Transfers of funds from the
financial aid programs to us are made in accordance with the ED requirements. Approximately 66% of our revenues,
on a cash basis, were collected from funds distributed under Title IV Programs for the year ended September 30,
2020 as calculated under the 90/10 rule. Additionally, approximately 17% of our revenues, on a cash basis, were
collected from funds distributed under various veterans benefits programs for the year ended September 30, 2020.
The financial aid and veterans benefits programs are subject to political and budgetary considerations. There is no
assurance that such funding will be maintained at current levels. Extensive and complex regulations govern the
financial assistance programs in which our students participate. Our administration of these programs is periodically
reviewed by various regulatory agencies. Any regulatory violation could be the basis for the initiation of potential
adverse actions, including a suspension, limitation, placement on reimbursement status or termination proceeding,
which could have a material adverse effect on our business. ED and other regulators have increased the frequency
and severity of their enforcement actions against postsecondary schools which have resulted in the imposition of
material liabilities, sanctions, letter of credit requirements and other restrictions and, in some cases, resulted in the
loss of schools’ eligibility to receive Title IV funds or in closure of the schools.
If any of our institutions were to lose its eligibility to participate in federal student financial aid programs, the
students at that institution would lose access to funds derived from those programs and would have to seek
alternative sources of funds to pay their tuition and fees. Students obtain access to federal student financial aid
through an ED prescribed application and eligibility certification process. Student financial aid funds are generally
made available to students at prescribed intervals throughout their predetermined expected length of study. Students
typically apply the funds received from the federal financial aid programs to pay their tuition and fees. The transfer
of funds is from the financial aid program to the student, who then uses those funds to pay for a portion of the cost
of their education. The receipt of financial aid funds reduces the student’s amounts due to us and has no impact on
revenue recognition, as the transfer relates to the source of funding for the costs of education, which may occur
either through Title IV or other funds and resources available to the student.
Fair Value of Financial Instruments
The carrying value of cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and
deferred tuition approximates their respective fair value as of September 30, 2020 and 2019 due to the short-term
nature of these instruments.
Start-up Costs
Costs related to the start-up of new campuses and programs are expensed as incurred.
F-16
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
Note 3 - Recent Accounting Pronouncements
Accounting Pronouncements Effective in Fiscal 2020
Leases
In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842)
(“ASU 2016-02”), which amended the FASB Accounting Standards Codification (“ASC”) by creating ASC 842 to
replace ASC 840. ASU 2016-02 requires lessees to recognize a right-of-use (“ROU”) asset and a lease liability on the
balance sheet for substantially all leases, with the exception of short-term leases. Leases are classified as either finance
or operating, with classification affecting the pattern of expense recognition in the statement of income. In July 2018,
the FASB issued ASU 2018-11, Leases (Topic 842) to provide entities with relief from the costs of implementing
certain aspects of the new leasing standard. It also allows lessors to elect not to separate lease and non-lease
components when certain conditions are met. In March 2019, the FASB issued ASU 2019-01, Lease (Topic 842):
Codification Improvements (“ASU 2019-01”). ASU 2019-01 clarifies certain items regarding lessor accounting. It
also clarifies the interim disclosure requirements during transition.
The new guidance in ASC 842 also provides a package of transition practical expedients that allow an entity to not
reassess (1) whether any expired or existing contracts contain a lease, (2) the lease classification of any expired or
existing lease, and (3) initial direct costs for any existing lease. We adopted ASC 842 effective October 1, 2019, and
elected the package of transition practical expedients. We also elected additional transitional practical expedients
that allow an entity to not reassess land easements not previously addressed under ASC 840 and to not recognize on
the balance sheet leases with terms of less than 12 months. We are using the modified retrospective method without
the recasting of comparative periods’ financial information. We did not elect the practical expedient to use hindsight
in determining a lease term of the ROU assets at the adoption date. As a result of adopting the new standard, we
recognized an operating lease liability of $163.0 million and an operating lease ROU asset of $148.6 million on
October 1, 2019. The change resulted in the de-recognition of approximately $0.9 million of other assets and
$15.3 million of other liabilities. The standard did not materially impact our condensed consolidated statements of
operations and cash flows.
In addition, we have two build-to-suit leases that were accounted for as financing obligations and related assets
because we had continued involvement in the related facility after the construction period was completed. The
financing obligations are now classified as operating leases in accordance with the new standard as of the transition
date, including recognition of operating lease ROU assets and lease liabilities. The change resulted in the de-
recognition of approximately $40.7 million existing deferred financing obligations and $31.6 million in related
assets. The net impact of the de-recognition and the adoption of ASC 842 as of October 1, 2019 was an increase in
stockholders’ equity of approximately $9.1 million, with a subsequent adjustment during the three months ended
March 31, 2020, which reduced the impact to stockholders’ equity by $0.1 million. The transition also resulted in the
recognition of rent expense, which was previously reported as interest expense under the former guidance. See Note
10 “Leases” for our fiscal 2020 disclosures.
F-17
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
Fair Value Measurement
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) (“ASU 2018-13”). ASU
2018-13 amends the disclosure requirements of ASC 820, changing the fair value measurement disclosure
requirements of ASC 820 by adding new disclosure requirements, modifying existing disclosure requirements and
eliminating other disclosure requirements. We adopted ASU 2018-13 as of October 1, 2019. There was no impact to
our consolidated financial statements or disclosures.
Cloud Computing Arrangements
In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and other Internal-use Software (Subtopic
350-40) (“ASU 2018-15”). ASU 2018-15 aligns the accounting for costs incurred to implement a cloud computing
arrangement (“CCA”) that is a service arrangement with the guidance on capitalizing costs associated with
developing or obtaining internal-use software. Specifically, ASU 2018-15 amends ASC 350 to include in its scope
implementation costs of a CCA that is a service contract and clarifies that a customer should apply ASC 350-40 to
determine which implementation costs should be capitalized in a CCA that is considered a service contract. The
effect of this new standard on our consolidated financial statements is dependent on our entry into any future cloud
computing arrangements.
Accounting Pronouncements Effective in Fiscal 2021
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses
on Financial Instruments (Topic 326). This update significantly changes the way that entities will be required to
measure credit losses. This standard requires that entities estimate credit losses based upon an “expected credit loss”
approach rather than the “incurred loss” approach, which is currently used. The new approach will require entities to
measure all expected credit losses for financial assets based on historical experience, current conditions and
reasonable forecasts of collectability. The change in approach is anticipated to impact the timing of recognition of
credit losses. This standard is effective for financial statements issued by public companies for annual and interim
periods beginning after December 15, 2019. These changes became effective for the Company's fiscal year
beginning October 1, 2020. Upon adoption on October 1, 2020, we recorded an increase in our receivables balance
related to our proprietary loan program of $1.6 million, with the corresponding amount recorded as an increase to
retained earnings. No other adjustments were deemed necessary in applying this new guidance, and we do not
expect the adoption of ASU 2016-13 to have a material impact on our results of operations.
Accounting Pronouncements Effective in Fiscal 2022
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for
Income Taxes (“ASU 2019-12”). The amendments in ASU 2019-12 simplify the accounting for income taxes by
removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent
application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. We
are currently evaluating the impact that the update will have on our results of operations, financial condition and
financial statement disclosures.
F-18
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
Note 4 - Revenue from Contracts with Customers
Nature of Goods and Services
See Note 2 “Summary of Significant Accounting Policies” for a description of the nature of revenues.
Postsecondary Education
Revenues consist primarily of student tuition and fees derived from the programs we provide after reductions are
made for discounts and scholarships that we sponsor and for refunds for students who withdraw from our programs
prior to specified dates. We apply the five-step model outlined in ASC 606, Revenue from Contracts from
Customers. Tuition and fee revenue is recognized ratably over the term of the course or program offered. The
majority of our programs are designed to be completed in 36 to 90 weeks, and our advanced training programs range
from 12 to 23 weeks in duration. We supplement our revenues with sales of textbooks and program supplies and
other revenues, which are recognized as the transfer of goods or services occurs. Deferred revenue represents the
excess of tuition and fee payments received as compared to tuition and fees earned and is reflected as a current
liability in our condensed consolidated balance sheets because it is expected to be earned within the next 12 months.
Additionally, certain students participate in a proprietary loan program that extends repayment terms for their
tuition. We purchase said loans from the lender and, based on historical collection rates, believe a portion of these
loans are collectible. Accordingly, we recognize tuition and loan origination fees financed by the loan and any
related interest revenue under the effective interest method required under the loan based on the amount we expect
to collect, and we recognize these revenues ratably over the term of the course or program offered.
Other
We provide dealer technician training or instructor staffing services to manufacturers. Revenues are recognized as
transfer of the services occurs.
We provide postsecondary education and other services in the same geographical market, the United States. The
impact of economic factors on the nature, amount, timing and uncertainty of revenue and cash flows is consistent
among our various postsecondary education programs. See Note 19 “Segment Information” for disaggregated
segment revenue information.
Contract Balances
Contract assets primarily relate to our rights to consideration for a student’s progress through our training program
in relation to our services performed but not billed at the reporting date. The contract assets are transferred to the
receivables when the rights become unconditional. Currently, we do not have any contract assets that have not
transferred to a receivable. Our deferred revenue is considered a contract liability and primarily relates to our
enrollment agreements where we received payments for tuition but we have not yet delivered the related training
programs to satisfy the related performance obligations. The advance consideration received from students or Title
IV funding is deferred revenue until the training program has been delivered to the students.
The following table provides information about receivables and contract liabilities from contracts with customers:
Receivables, which includes Tuition and Notes Receivable
Deferred revenue
September 30, 2020 September 30, 2019
$
$
53,144 $
40,694 $
44,629
42,886
F-19
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
During the year ended September 30, 2020, the contract liabilities balance included decreases for revenues
recognized during the period and increases related to new students who started school during the period.
Transaction Price Allocated to the Remaining Performance Obligations
Tuition and fee revenue is recognized ratably over the term of the course or program offered. The majority of our
programs are designed to be completed in 36 to 90 weeks, and our advanced training programs range from 12 to 23
weeks in duration.
Impacts of COVID-19
On March 19, 2020, we suspended all in person classes at all of our campuses for the safety and protection of our
students and staff, to help slow the spread of COVID-19 and to comply with state and local orders and restrictions.
Upon the suspension of all in person classes, we provided all students with the opportunity to take a leave of absence
or to continue their education via an online curriculum. We do not recognize revenue while a student is on a leave of
absence. On March 25, 2020, we began offering the classroom portion of our training online so that the more than
8,000 students who elected to remain active in the program could continue their education remotely. As our training
is a combination of classroom lectures and hands-on labs, there is a portion of most classes that cannot be delivered
online and needs to be completed in-person at the campus lab.
During the year ended September 30, 2020, as campuses were able to reopen, we transitioned our on-campus, in-
person education model to a blended training model that combines instructor-facilitated online teaching and
demonstrations with hands-on labs. In May 2020, we resumed in-person labs at eight of our campus locations. Four
of our campuses resumed in-person labs in June 2020, and our final campus resumed in-person labs in Bloomfield,
New Jersey on July 1, 2020. On-campus labs have been re-designed to meet the health, safety and social distancing
guidelines imposed by the Centers for Disease Control (“CDC”) and state and local jurisdictions, while still meeting
our accreditation and curriculum requirements.
Upon the initial resumption of in-person labs, once a student returned to campus for in-person labs, under the new
guidelines it takes on average approximately six to nine weeks for that student to catch up on the lab work that he
was unable to complete during the campus closure and prior to his return. As of September 30, 2020, approximately
5% of students had not returned to campus to complete the in-person labs and remain only in the online portion of
the curriculum, essentially only completing half of each course, while approximately 28% of students were
completing catch up labs, but over an extended period of time. We continue to recognize revenue ratably over the
term of the course or program offered, taking into consideration those only completing the online curriculum, and
the catch-up period for active students and the impact it has on expected graduation dates. As a result, as of
September 30, 2020, we had deferred revenue of $6.1 million.
Note 5 - Post-employment Benefits
On February 18, 2019, we announced that our campus in Norwood, Massachusetts is no longer accepting new
student applications, and its last group of students started on March 18, 2019 and completed the curriculum in July
2020, with the campus closing on July 31, 2020. The post-employment benefits incurred due to the campus closure
were approximately $1.1 million.
Additionally, we periodically enter into agreements that provide post-employment benefits to personnel whose
employment is terminated. On October 21, 2019, we announced the retirement of our former President and Chief
F-20
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
Executive Officer, Kimberly J. McWaters, effective October 31, 2019. During the twelve months ended September
30, 2020, we incurred post-employment benefit charges of $1.5 million and paid cash of $1.2 million, in accordance
with Ms. McWaters’ Retirement Agreement and Release of Claims, dated October 31, 2019.
The post-employment benefit liability, which is included in “Accounts payable and accrued expenses” on the
accompanying consolidated balance sheets, is generally paid out ratably over the terms of the agreements, which
range from 1 month to 24 months, with the final agreement expiring in 2021.
The post-employment benefit accrual activity for the years ended September 30, 2020 and 2019 was as follows:
Balance accrued as of September 30, 2018
Post-employment benefit charges
Cash paid
Other non-cash adjustments(1)
Balance accrued as of September 30, 2019
Post-employment benefit charges
Cash paid
Other non-cash adjustments(1)
Balance accrued as of September 30, 2020
Severance
Other
Total
$
$
$
372 $
1,637
(1,159)
(129)
721 $
2,223
(2,210)
131
865 $
9 $
90
(28)
(39)
32 $
57
(51)
(29)
9 $
381
1,727
(1,187)
(168)
753
2,280
(2,261)
102
874
(1) Primarily relates to the reclassification of benefits between severance and other benefits.
Note 6 - Receivables, net
Receivables, net consist of the following:
Tuition receivables
Tax receivables(1)
Other receivables
Receivables
Less: allowance for uncollectible accounts
Receivables, net
September 30,
2020
2019
23,565 $
7,145
6,494
37,204
(1,793)
35,411 $
11,800
156
7,078
19,034
(1,097)
17,937
$
$
(1) Primarily related to an income tax receivable recorded as a result of the net operation loss provisions in the
CARES Act. See Note 13 “Income Taxes” for further discussion.
The allowance for uncollectible accounts is estimated using our historical write-off experience applied to the
receivable balances for students who are no longer attending school due to graduation or withdrawal or who are in
school and have receivable balances in excess of financial aid available to them. We write off receivable balances
against the allowance for uncollectible accounts at the time we transfer the balance to a third party collection agency.
F-21
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
The following table summarizes the activity for our allowance for uncollectible accounts for the years ended
September 30, 2020, 2019 and 2018:
Balance at beginning of period
Additions to bad debt expense
Write-offs of uncollectible accounts
Balance at end of period
Note 7 - Investments
Year Ended September 30,
2019
2018
2020
$
$
1,097 $
1,767
(1,071)
1,793 $
999 $
1,166
(1,068)
1,097 $
579
1,511
(1,091)
999
In February 2020, we raised approximately $49.5 million in net proceeds from an underwritten public offering of
shares of our common stock. See Note 15 “Shareholders’ Equity” for further details on the equity offering. We
invested a portion of the proceeds from the equity offering in held-to-maturity securities, which primarily consist of
corporate bonds from large cap industrial and selected financial companies with a minimum credit rating of A. We
have the ability and intention to hold these investments until maturity and therefore have classified these
investments as held-to-maturity and recorded them at amortized cost.
The amortized cost, gross unrealized gains or losses, and fair value of investments classified as held-to-maturity at
September 30, 2020 were as follows:
Due in less than 1 year:
Corporate and municipal bonds
Total as of September 30, 2020
Amortized
Cost
$
$
38,055 $
38,055 $
Gross Unrealized
Gains
Losses
10 $
10 $
Estimated Fair
Market Value
38,032
38,032
(33) $
(33) $
Investments are exposed to various risks, including interest rate, market and credit risk. As a result, it is possible
that changes in the values of these investments may occur and that such changes could affect the amounts reported
in the condensed consolidated financial statements.
Note 8 - Fair Value Measurements
The accounting framework for determining fair value includes a hierarchy for ranking the quality and reliability of the
information used to measure fair value, which enables the reader of the financial statements to assess the inputs used
to develop those measurements. The fair value hierarchy consists of three tiers:
Level 1: Defined as quoted market prices in active markets for identical assets or liabilities.
Level 2: Defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted
prices for similar assets or liabilities, quoted prices in markets that are not active, model-based valuation
techniques for which all significant assumptions are observable in the market or other inputs that are
observable or can be corroborated by observable market data for substantially the full term of the assets
or liabilities.
F-22
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
Level 3: Defined as unobservable inputs that are not corroborated by market data.
Any transfers of investments between levels occurs at the end of the reporting period. Assets measured or disclosed
at fair value on a recurring basis consisted of the following:
Fair Value Measurements Using
Significant
Other
Observable
Inputs
(Level 2)
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Unobservable
Inputs
(Level 3)
September
30, 2020
Money market funds(1)
Notes receivable(2)
Corporate bonds(3)
Municipal bonds, and other(3)
$
Total assets at fair value on a recurring basis
$
43,322 $
32,793
33,119
4,913
114,147 $
43,322 $
—
33,119
4,913
81,354 $
— $
—
—
—
— $
—
32,793
—
—
32,793
Fair Value Measurements Using
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
September 30,
2019
Money market funds(1)
Notes receivable(2)
Total assets at fair value on a recurring basis
$
$
37,794 $
35,079
72,873 $
37,794 $
—
37,794 $
— $
—
— $
—
35,079
35,079
(1) Money market funds and other highly liquid investments with maturity dates less than 90 days are reflected as
“Cash and cash equivalents” in our consolidated balance sheet as of September 30, 2020 and 2019.
(2) Notes receivable relate to our proprietary loan program.
(3) Corporate bonds, municipal bonds, and other are reflected as “Held-to-maturity investments” in our
consolidated balance sheet as of September 30, 2020.
F-23
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
Note 9 - Property and Equipment, net
Property and equipment, net consisted of the following:
Land
Building and building improvements
Leasehold improvements
Training equipment
Office and computer equipment
Curriculum development
Software developed for internal use
Vehicles
Right-of-use assets for finance leases
Construction in progress
September 30,
2020
September 30,
2019
Depreciable
Lives (in years)
—
3-35
$
1-28
3-10
3-10
5
1-5
5
2-3
—
3,189 $
28,046
62,899
91,731
33,524
19,692
11,951
1,502
359
2,213
255,106
(182,363)
72,743 $
3,189
82,653
53,020
96,737
35,927
19,692
11,354
1,454
—
1,631
305,657
(201,531)
104,126
Less: accumulated depreciation and amortization
Property and equipment, net
$
As previously discussed in Note 3 “Summary of Significant Accounting Policies,” the adoption of ASC 842 as of
October 1, 2019 resulted in the de-recognition of the assets associated with our financing obligations, which were
previously included in “Buildings and building improvements.” In addition, certain items related to the build-to-suit
leases in “Buildings and building improvements” were reclassified to “Leasehold improvements” as part of the
adoption of ASC 842.
The following amounts, which are included in the above table, represented assets financed by financing obligations
as of September 30, 2019:
Assets financed by financing obligations, gross
Less: accumulated depreciation and amortization
Assets financed by financing obligations, net
Note 10 - Leases
September 30,
2019
$
$
45,816
(14,208)
31,608
We lease 10 of our 12 campuses and our corporate headquarters under non-cancelable operating leases, some of
which contain escalation clauses and requirements to pay other fees associated with the leases. Our lease for the
Norwood, Massachusetts campus ended on July 31, 2020 when the campus closed. During the year ended
September 30, 2020, we relocated our corporate headquarters facility in conjunction with the expiration of the
existing lease agreement, and entered into a new long-term lease agreement at a new facility. We also modified our
existing lease for our Sacramento campus by extending the term, and reducing the leased square footage effective as
F-24
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
of January 1, 2022. Our facility leases have original lease terms ranging from 8 to 20 years and expire at various
dates through 2033. In addition, the leases commonly include lease incentives in the form of rent abatements and
tenant improvement allowances. We sublease certain portions of unused building space to third parties, which
currently result in minimal income. All of the leases, other than those that may qualify for the short-term scope
exception of 12 months or less, are recorded on our consolidated balance sheets.
Some of the facility leases are subject to annual changes in the Consumer Price Index (“CPI”). While lease liabilities
are not remeasured as a result of changes to the CPI, changes to the CPI are treated as variable lease payments and
recognized in the period in which the obligation for those payments was incurred. Many of our lease agreements
include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably
certain to be exercised. There are no early termination with penalties, residual value guarantees, restrictions or
covenants imposed by our facility leases.
Significant Assumptions and Judgments
To determine if a contract is or contains a lease, we considered whether (1) explicitly or implicitly identified assets
have been deployed in the contract and (2) we obtain substantially all of the economic benefits from the use of that
underlying asset and direct how and for what purpose the asset is used during the term of the contract. If we
determine a contract is, or contains, a lease, we assess whether the contract contains multiple lease components. We
consider a lease component to be separate from other lease components in the contract if (a) we can benefit from the
right of use either on its own or together with other resources that are readily available to us and (b) the right of use
is neither highly dependent on nor highly interrelated with the other right(s) to use underlying assets in the contract.
In contracts involving the use of real estate, we separate the right to use land from other underlying assets unless the
effect of separating the land is insignificant to the resulting lease accounting. We have elected to account for the
lease and non-lease components as a single lease component.
For all leases we are a party to, the discount rate implicit in the lease was not readily determinable. Therefore, we
used our incremental borrowing rate for each lease to determine the present value of the lease. We determined the
incremental borrowing rate applicable to each lease through a model that represents the rate of interest we would
have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a
similar economic environment. The incremental borrowing rate was applied to each lease based on the remaining
term of the lease.
The components of lease expense are included in “Educational services and facilities” and “Selling, general and
administrative” on the consolidated statement of operations, with the exception of interest on lease liabilities, which
is included in “Interest expense.”
F-25
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
The components of lease expense during the year ended September 30, 2020 were as follows:
Lease Expense
Operating lease expense(1)
Finance lease expense:
Amortization of leased assets
Interest on lease liabilities
Variable lease expense
Sublease income
Total net lease expense
Year ended
September 30, 2020
29,348
$
102
7
4,120
(744)
32,833
$
(1) Excludes the expense for short-term leases not accounted for under ASC 842, which was not significant for the
year ended September 30, 2020.
Supplemental balance sheet, cash flow and other information related to our leases was as follows:
Leases
Assets:
Operating lease assets
Finance lease assets
Total leased assets
Liabilities:
Current
Operating lease liabilities
Finance lease liabilities
Noncurrent
Operating lease liabilities
Finance lease liabilities
Total lease liabilities
Classification
As of September 30,
2020
Right-of-use assets for operating leases
Property and equipment, net(1)
Operating lease liability, current portion
Other current liabilities
Operating lease liability
Other liabilities
$
$
$
$
144,663
257
144,920
23,666
129
134,089
131
158,015
(1) Finance lease assets are recorded net of accumulated amortization of $0.1 million as of September 30, 2020.
F-26
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
Supplemental Disclosure of Cash Flow Information and Other Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
Non-cash activity related to lease liabilities:
Lease assets obtained in exchange for new operating lease liabilities
Leases assets obtained in exchange for new finance lease liabilities
Lease Term and Discount Rate
Weighted-average remaining lease term (in years):
Operating leases
Finance leases
Weighted average discount rate:
Operating leases
Finance leases
Maturities of lease liabilities were as follows:
Years ending September 30,
2021
2022
2023
2024
2025
2026 and thereafter
Total lease payments
Less: interest
Present value of lease liabilities
Less: current lease liabilities
Long-term lease liabilities
Year ended
September 30, 2020
$
$
25,617
7
99
20,321
215
As of September 30,
2020
9.34
2.05
4.37 %
3.08 %
As of September 30, 2020
28,212 $
27,447
18,565
17,435
15,022
86,134
192,815
(35,060)
157,755
(23,666)
134,089 $
Finance Leases
135
110
23
—
—
—
268
(8)
260
(129)
131
Operating Leases
$
$
The maturities of lease liabilities as of September 30, 2020 includes the future minimum lease payments for the
build-to-suit leases.
F-27
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
Disclosures Related to Periods Prior to the Adoption of ASC 842
As of September 30, 2019, minimum lease payments under non-cancelable operating leases by period were expected
to be as follows (in thousands):
Years ending September 30,
2020
2021
2022
2023
2024
Thereafter
Total lease payments
Related Party Transactions for Leases
Gross
Sublease
income
$
$
26,379 $
23,531
21,621
10,461
9,180
41,822
132,994 $
(362) $
(77)
(78)
(20)
—
—
(537) $
Net
26,017
23,454
21,543
10,441
9,180
41,822
132,457
Rent expense includes rent paid to related parties, which was approximately $2.0 million for the years ended
September 30, 2020, 2019, and 2018. Since 1991, two of our properties comprising our Orlando, Florida location
have been leased from entities controlled by John C. White, a director on our Board of Directors. The leases extend
through August 19, 2022 and August 31, 2022 with annual base lease payments for the first year under this lease
totaling approximately $0.3 million and $0.7 million, with annual adjustments based on the higher of (i) an amount
equal to 4% of the total annual rent for the immediately preceding year or (ii) the percentage of increase in the CPI.
These transactions were not considered significant as of September 30, 2020.
Note 11 - Investment in Unconsolidated Affiliate
In 2012, we invested $4.0 million to acquire an equity interest of approximately 28% in a joint venture (JV) related
to the lease of our Lisle, Illinois campus facility. In connection with this investment, we do not possess a controlling
financial interest as we do not hold a majority of the equity interest, nor do we have the power to make major
decisions without approval from the other equity member. Therefore, we do not qualify as the primary beneficiary.
Accordingly, this investment is accounted for under the equity method of accounting and is included in other assets
in our consolidated balance sheet. We recognize our proportionate share of the JV’s net income or loss during each
accounting period as a change in our investment.
Historically, the JV used an interest rate cap to manage interest rate risk associated with its floating rate debt. This
derivative instrument was designated as a cash flow hedge based on the nature of the risk being hedged. As such,
the effective portion of the gain or loss on the derivative was initially reported as a component of the JV’s
accumulated other comprehensive income or loss, net of tax, and was subsequently reclassified into earnings when
the hedged transaction affects earnings. Any ineffective portion of the gain or loss was recognized in the JV’s
current earnings. Due to our equity method investment in the JV, when the JV reports a current year component of
other comprehensive income (OCI), we, as an investor, likewise adjust our investment account for the change in
investee equity. In addition, we adjust our OCI for our share of the JV’s currently reported OCI item. During the
three months ended December 31, 2017, the JV refinanced the facility loan and discontinued its use of an interest
rate cap.
F-28
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
Our equity in earnings of unconsolidated affiliates was $0.4 million for the years ended September 30, 2020, 2019
and 2018.
Investment in our unconsolidated affiliate consists of the following:
Investment in JV
September 30, 2020
September 30, 2019
Carrying
Value
Ownership
Percentage
Carrying
Value
$
4,494
28.0 % $
4,338
Ownership
Percentage
28.0 %
Investment in our unconsolidated affiliate included the following activity during the period:
Balance at beginning of period
Equity in earnings of unconsolidated affiliate
Return of capital contribution from unconsolidated affiliate
Balance at end of period
Year ended September 30,
2020
2019
$
$
4,338 $
417
(261)
4,494 $
4,206
399
(267)
4,338
Through September 30, 2019, the activity from equity in earnings of the unconsolidated affiliate was included in
“Other (expense) income, net” on the condensed consolidated statements of operations. In conjunction with the
adoption of ASC 842, as previously described in Note 3 “Summary of Significant Accounting Policies,” beginning
October 1, 2019, the activity is included in “Educational services and facilities” on the consolidated statements of
operations.
Note 12 - Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following:
Accounts payable
Accrued compensation and benefits
Other accrued expenses
Accounts payable and accrued expenses
September 30,
2020
2019
$
$
12,471 $
28,053
11,367
51,891 $
10,033
22,230
13,615
45,878
F-29
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
Note 13 - Income Taxes
The components of income tax benefit (expense) for the years ended September 30, 2020, 2019 and 2018 are as
follows:
Current benefit (expense):
United States federal
State
Total current benefit (expense)
Deferred benefit (expense):
United States federal
State
Total deferred benefit (expense)
$
Total income tax benefit (expense)
$
Year Ended September 30,
2019
2018
2020
11,250 $
(303)
10,947
(345)
—
(345)
10,602 $
2 $
(205)
(203)
—
—
—
(203) $
125
78
203
2,878
(66)
2,812
3,015
The income tax provision differs from the tax that would result from application of the statutory federal tax rate of
21.0% to pre-tax income for the years ended September 30, 2020 and September 30, 2019, and 24.5% to pre-tax
income for the year ended September 30, 2018. The reasons for the differences are as follows:
Year Ended September 30,
2019
2018
2020
Income tax benefit at statutory rate
State income taxes, net of federal tax benefit
Change in federal statutory rate
Decrease (increase) in valuation allowance
Net operating losses carryback to higher federal statutory rate
Other, net
Total income tax benefit (expense)
$
$
545 $
(246)
—
6,135
4,270
(102)
10,602 $
1,610 $
(165)
—
(1,514)
—
(134)
(203) $
8,746
12
(12,645)
7,066
—
(164)
3,015
F-30
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
The components of the deferred tax assets (liabilities) recorded in the accompanying consolidated balance sheets were
as follows:
Gross deferred tax assets:
Right-of-use assets for operating leases
Deferred compensation
Accrued compensation
Accrued tool sets
Other reserves and accruals
Deferred revenue
Deferred rent liability
Financing obligation
Net operating losses
Tax credit carryforwards
Charitable contribution carryovers
Deductions limited by Section 382
Valuation allowance
Total gross deferred tax assets
Gross deferred tax liabilities:
Operating lease liability
Amortization of goodwill and intangibles
Depreciation and amortization of property and equipment
Prepaid and other expenses deductible for tax
Total gross deferred tax liabilities
Net deferred tax liabilities
September 30,
2020
2019
$
40,515 $
802
3,940
831
2,665
4,406
—
—
6,729
293
1,527
764
(17,449)
45,023
(37,083)
(2,056)
(5,547)
(1,011)
(45,697)
$
(674) $
—
1,449
2,432
694
1,884
4,324
3,024
10,178
12,639
205
1,234
670
(25,673)
13,060
—
(2,056)
(10,470)
(863)
(13,389)
(329)
The following table summarizes the activity for the valuation allowance for the years ended September 30 2020,
2019 and 2018:
Balance at beginning of period
Additions (reductions) to income tax
Write-offs(1)
Balance at end of period
Year Ended September 30,
2019
2018
2020
$
$
25,673 $
(5,947)
(2,277)
17,449 $
23,112 $
2,561
—
25,673 $
38,407
(5,555)
(9,740)
23,112
(1) Of this total, approximately $9.6 million and $2.3 million related to our adoption of ASC 606 as of October 1,
2017 and our adoption of ASC 842 as of October 1, 2019, respectively.
F-31
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
We have valuation allowances of $17.4 million and $25.7 million against the deferred tax assets as of September 30,
2020 and September 30, 2019, respectively, based on our assessment of the ability to utilize the deferred tax assets.
The valuation allowances established relate to all federal and state deferred tax assets, for which we determined that
it was more likely than not that a benefit will not be realized. In assessing whether a valuation allowance was required
for the deferred tax assets, we considered all available positive and negative evidence. A significant piece of negative
evidence was the cumulative losses incurred in recent years.
The CARES Act, which was enacted on March 27, 2020, made tax law changes to provide financial relief to
companies as a result of the business impacts of COVID-19. Key income tax provisions of the CARES Act include
changes in net operating loss (“NOL”) carryback and carryforwards rules, acceleration of alternative minimum tax
credit recovery, increase of the net interest expense deduction limit and charitable contribution limit, and immediate
write-off of qualified improvement property. The CARES Act allows us to carryback $20.3 million and
$13.0 million of NOLs arising in the years ended September 30, 2019 and September 30, 2018, respectively,
generating a tax refund of approximately $11.3 million. During the three months ended March 31, 2020, we
recorded a receivable for the expected refund. Approximately $4.2 million was received during the year ended
September 30, 2020, leaving approximately $7.1 million in the receivable balance as of September 30, 2020.
As of September 30, 2020, we had approximately $18.9 million and $48.4 million in net operating losses for federal
and state tax purposes, respectively. Approximately $2.3 million of the federal net operating losses expire in the year
2039 if not utilized, while the rest can be carryforward indefinitely. The state net operating losses expire in the years
2027 through 2040 if not utilized.
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and
regulations. ASC 740 states that a tax benefit from an uncertain tax position may be recognized when it is more
likely than not that the position will be sustained upon examination, including resolutions of any related appeals or
litigation processes, on the basis of the technical merits. We believe that all of our tax positions meet the more-
likely-than not test and therefore no uncertain tax positions were recorded as of September 30, 2020.
We file income tax returns for federal purposes and in many states. Our tax filings remain subject to examination by
applicable tax authorities for certain length of time, generally three to four years, following the tax year to which
these filings relate. In fiscal 2018, 2019 and 2020, we filed returns to carry back federal and certain state net
operating losses to prior years. The statute of limitations for adjustment of the net operating losses utilized on these
tax returns remains open an additional three to four years, depending on jurisdiction, from the date these returns
were filed.
Note 14 - Commitments and Contingencies
Licensing Agreements
In fiscal 1999, we entered into a licensing agreement that gives us the right to use certain materials and trademarks
in the development of our courses. The agreement was amended in November 2009. Under the terms of the amended
agreement, we are required to pay a flat fee per student for each program a student completes. There are no
minimum license fees required to be paid. The agreement terminates upon the written notice of either party
providing not less than ninety days notification of intent to terminate. License fees related to this agreement were
$0.5 million, $0.6 million and $0.7 million for the years ended September 30, 2020, 2019 and 2018, respectively,
and were recorded in educational services and facilities expenses.
F-32
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
In May 2007, we entered into a licensing agreement that gives us the right to use certain trademarks, trade names,
trade dress and other intellectual property in connection with the operation of our campuses and courses. The
agreement was amended January 2019 and expires December 31, 2026. We are committed to pay royalties based
upon minimum amounts specified in the agreement, throughout the term. The agreement required a minimum
royalty payment of $1.0 million in calendar year 2020. The expense related to these agreements was $1.2 million,
$1.4 million and $1.6 million for the years ended September 30, 2020, 2019 and 2018, respectively, and was
recorded in educational services and facilities expenses. Annual payments range between $1.0 million and
$1.5 million throughout the licensing period.
In July 2013, we entered into a training and materials agreement that gives us the right to use certain materials and
trademarks in development of our courses. Under the terms of the agreement, we are required to pay a flat fee per
student for each related program a student completes. There is an immaterial minimum annual fee required to be
paid upon commencement of the program and annually thereafter. The agreement terminates upon the written notice
of either party providing not less than 90 days notification of intent to terminate. The expense related to this
agreement was $0.1 million for the years ended September 30, 2020, 2019 and 2018, respectively, and was recorded
in educational services and facilities expenses.
In April 2015, we entered into a licensing agreement that gives us the right to use certain trademarks in connection
with the operation of our campuses and courses. The agreement has an initial term of four years, with options for
three annual renewals totaling a seven year term. The maximum license fee over seven years is $2.3 million. The
expense related to this agreement was $0.3 million, $0.2 million and $0.4 million for the years ended September 30,
2020, 2019 and 2018, respectively, and was recorded in educational services and facilities expenses.
Vendor Relationships
We have an agreement with a vendor that allows us to purchase promotional tool kits for our students at a discount
from the vendor’s list price. In addition, we earn credits that are redeemable for equipment from the vendor that we
use in our business. Credits are earned on our purchases as well as purchases made by students enrolled in our
programs. We have agreed to grant the vendor exclusive access to our campuses, to display advertising and to use
their tools to train our students. The credits under this agreement may be redeemed in multiple ways, which
historically has been for additional equipment at the full retail list price, which is more than we would be required to
pay using cash. The renewal was executed in October 2017 and expires October 31, 2022. The renewal allows us to
redeem our credits for a portion of the tool sets we purchase for our students. Any product credits remaining at
termination will expire 60 days after the date of termination. A net prepaid expense with the vendor resulted from an
excess of credits earned over credits used of $5.5 million and $6.4 million as of September 30, 2020 and 2019,
respectively, included in other current assets in our consolidated balance sheets.
Students are provided a Career Starter Tool Set Voucher which can be redeemed for a tool set near graduation. The
cost of the tool sets, net of the credit, is accrued during the time period in which the students begin attending school
until they have progressed to the point that the promotional tool set vouchers are provided. Our consolidated balance
sheets include an accrued tool set liability of $3.1 million and $2.6 million as of September 30, 2020 and 2019,
respectively. Additionally, our liability to the vendor for vouchers redeemed by students was $1.9 million and $2.1
million as of September 30, 2020 and 2019, respectively, and is included in accounts payable and accrued expenses
in our consolidated balance sheets.
F-33
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
Deferred Compensation Plans
We have established a deferred compensation plan (“the Plan”) effective April 1, 2010, into which certain members
of management are eligible to defer a maximum of 75% of their regular compensation and a maximum of 100% of
their incentive compensation. Non-employee members of our Board of Directors are eligible to defer up to 100% of
their cash compensation. The amounts deferred by the participant under this Plan are credited with earnings or losses
based upon changes in values of participant elected notional investments. Each participant is fully vested in the
amounts deferred.
We may make contributions at the discretion of our Board of Directors that will generally vest according to a five
year vesting schedule. Distribution elections under the Plan may be for separation from service distribution or in-
service distribution. We are not obligated to fund the Plan; however, we have purchased life insurance policies on
the participants in order to fund the related benefits and such policies have been placed into a rabbi trust.
Our obligations under the Plan totaled $3.0 million and $4.3 million as of September 30, 2020 and 2019,
respectively, and are included in other liabilities while the cash surrender value of the life insurance policies totaled
$3.3 million and $4.8 million as of September 30, 2020 and 2019, respectively, and are included in other assets in
our consolidated balance sheets.
Surety Bonds
Each of our campuses must be authorized by the applicable state education agency in which the campus is located to
operate and to grant certificates, diplomas or degrees to its students. Our campuses are subject to extensive, ongoing
regulation by each of these states. Additionally, our campuses are required to be authorized by the applicable state
education agencies of certain other states in which our campuses recruit students. Our insurers issue surety bonds for
us on behalf of our campuses and admissions representatives with multiple states to maintain authorization to
conduct our business. We are obligated to reimburse our insurers for any surety bonds that are paid by the insurers.
As of September 30, 2020, the total face amount of these surety bonds was approximately $16.8 million.
Legal
In the ordinary conduct of our business, we are periodically subject to lawsuits, demands in arbitration,
investigations, regulatory proceedings or other claims, including, but not limited to, claims involving current or
former students, routine employment matters, business disputes and regulatory demands. When we are aware of a
claim or potential claim, we assess the likelihood of any loss or exposure. If it is probable that a loss will result and
the amount of the loss can be reasonably estimated, we would accrue a liability for the loss. When a loss is not both
probable and estimable, we do not accrue a liability. Where a loss is not probable but is reasonably possible,
including if a loss in excess of an accrued liability is reasonably possible, we determine whether it is possible to
provide an estimate of the amount of the loss or range of possible losses for the claim. Because we cannot predict
with certainty the ultimate resolution of the legal proceedings (including lawsuits, investigations, regulatory
proceedings or claims) asserted against us, it is not currently possible to provide such an estimate. The ultimate
outcome of pending legal proceedings to which we are a party may have a material adverse effect on our business,
cash flows, results of operations or financial condition.
F-34
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
Note 15 - Shareholders’ Equity
Common Stock
Holders of our common stock are entitled to receive dividends when and as declared by our Board of Directors and
have the right to one vote per share on all matters requiring shareholder approval. On June 9, 2016, our Board of
Directors voted to eliminate the quarterly cash dividend on our common stock.
Preferred Stock
Preferred Stock consists of 10,000,000 authorized preferred shares of $0.0001 par value each. As of September 30,
2020 and 2019, 700,000 shares of Series A Preferred Stock were issued and outstanding.
On June 24, 2016, we entered into a Securities Purchase Agreement (“Purchase Agreement”) with Coliseum
Holdings I, LLC (“Purchaser”) to sell to the Purchaser 700,000 shares of Series A Preferred Stock for a total
purchase price of $70.0 million. The proceeds from the offering were used to fund strategic initiatives to drive
growth including; the transformation plan, expansion to new markets with metro campuses and the creation of new
programs in existing markets with under-utilized campus facilities. The Series A Preferred Stock is perpetual, and
therefore does not have a maturity date. In conjunction with this purchase, we incurred $1.2 million in stock
issuance costs, which were recorded as a reduction of the additional paid-in capital associated with the Series A
Preferred Stock.
The description below provides a summary of certain material terms of the Series A Preferred Stock as set forth in
the Certificate of Designations (“Certificate of Designations”) of the Series A Preferred Stock:
Rank
The Series A Preferred Stock will, with respect to dividend rights and rights upon liquidation, winding up or
dissolution, rank senior to our common stock and each other junior class or series of shares that we may issue in the
future. The Series A Preferred Stock will also rank junior to any future indebtedness.
Dividends
We may pay a cash dividend on each share of the Series A Preferred Stock at a rate of 7.5% per year on the
liquidation preference then in effect (“Cash Dividend”). The Cash Dividend is payable before any dividends would
be declared or paid to common stockholders or other junior stockholders. If we do not pay a Cash Dividend, the
liquidation preference shall be increased to an amount equal to the current liquidation preference in effect plus an
amount reflecting that liquidation preference multiplied by the Cash Dividend rate then in effect plus 2.0% per year
(“Accrued Dividend”). Cash Dividends are payable semi-annually in arrears on September 30 and March 31 of each
year, and will begin to accrue on the first day of the applicable dividend period. We paid Cash Dividends of $5.3
million during the years ended September 30, 2020 and September 30, 2019.
The Series A Preferred Stock includes participation rights such that, in the event that we pay a dividend or make a
distribution on the outstanding common stock, we shall also pay to each holder of the Series A Preferred Stock a
dividend on an as converted basis.
F-35
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
If we are required to or elect to obtain stockholder and regulatory approval and if such approval is not obtained
within the time periods set forth in the Certificate, the dividend rates with respect to the Cash Dividend and Accrued
Dividend will be increased by 5.0% per year, not to exceed a maximum of 14.5% per year, subject to downward
adjustment on obtaining the foregoing approvals.
Liquidation Preference
In the event of voluntary or involuntary liquidation, dissolution or winding up of our company, holders of the Series
A Preferred Stock are entitled to receive, before any distribution or payment to the holders of any common or junior
stock, an amount per share of Series A Preferred Stock equal to the liquidation preference then in effect, which
would include any Accrued Dividends. Alternatively, the holder may choose to receive the amount that would be
payable per share of common stock issued upon conversion of the Series A Preferred Stock immediately prior to
such liquidation event.
Mergers (regardless of whether we remain the surviving entity), sale of substantially all of our assets or any other
recapitalization, reclassification or other transaction in which substantially all of our common stock is exchanged or
converted into cash or other property are considered “Deemed Liquidation Events.” The Certificate of Designations
provides that, in the case of a Deemed Liquidation Event, each holder of Series A Preferred Stock shall be entitled to
receive the liquidation amount they would receive under a normal liquidation event; however, the liquidation
amount must be in the same form of consideration as is payable to the holders of our common stock.
The liquidation preference associated with the Series A Preferred Stock was $100 per share at September 30, 2020
and 2019.
Voting
Holders of Series A Preferred Stock are entitled to vote with the holders of shares of common stock on an as
converted basis, subject to the Continuing Caps as discussed below.
A majority of the voting power of the Series A Preferred Stock must approve certain significant actions, including,
without limitation, the issuance of certain equity securities; the repurchase, redemption or acquisition of our
common stock; the incurrence of debt; the consummation of certain acquisitions, mergers or other such transactions;
and the sale of material assets.
The Certificate of Designations includes a Conversion Cap and an Investor Voting Cap (each as defined in the
Certificate of Designations), which generally prohibit: (i) the conversion of Series A Preferred Stock into common
stock; and (ii) the voting of common stock issuable upon conversion of the Series A Preferred Stock, to the extent
that such conversion results in the issuance of a number of shares of common stock exceeding 4.99% of our
outstanding shares of common stock as of June 24, 2016 or that has voting power that exceeds 4.99% of the voting
power of our outstanding shares of common stock as of June 24, 2016.
The Certificate of Designations provides that the Conversion Cap and the Investor Voting Cap may only be removed
upon our receipt of: (i) certain stockholder approvals required by Section 312.03 of the New York Stock Exchange
Listed Company Manual (“NYSE Rule 312”); and (ii) either (A) Education Regulatory Approval (as defined in the
Certificate of Designations), or (B) a good faith determination by our board of directors that Education Regulatory
F-36
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
Approval is not required. Our stockholders approved a proposal at the annual meeting of stockholders on February
27, 2020, in accordance with the listing standards of the NYSE, that satisfied NYSE Rule 312.
In August 2020, the Purchaser notified us that it intended to distribute all 700,000 Series A Preferred Stock to its
members, and that certain of its members would subsequently distribute their Series A Preferred Stock to (i) limited
partners affiliated with the Purchaser and certain other entities for whom Coliseum Capital Management, LLC (an
affiliate of the Purchaser) holds voting and dispositive power with respect to the Series A Preferred Stock (the
“Affiliated Holders”), which six Affiliated Holders, following such distribution, will own Series A Preferred Stock
that would represent, on an as converted basis, approximately 24.9% of our outstanding shares of common stock and
voting power, and (ii) limited partners unaffiliated with the Purchaser (the “Unaffiliated Holders”), which 12
Unaffiliated Holders, following such distribution, each will own Series A Preferred Stock that would represent, on
an as converted basis, 9.9% or less of our outstanding shares of common stock and voting power (collectively, the
“Distributions”).
In connection with the Distributions, our board of directors, based on advice of legal counsel, determined that: (i) no
Education Regulatory Approval would be required for the Unaffiliated Holders to remove the Conversion Cap and
the Investor Voting Cap with respect to the Series A Preferred Stock acquired in the Distributions; and (ii) as to the
Series A Preferred Stock held by the Affiliated Holders, no Education Regulatory Approval is required prior to the
Affiliated Holders (A) converting a number of Series A Preferred Stock into common stock provided that the
number of shares of common stock issued pursuant to such conversion, in the aggregate, is less than or equal to
9.9% of the number of shares of common stock outstanding on an as converted basis as of the date of the
Distributions, and (B) voting a number of Series A Preferred Stock provided that the voting power of such Series A
Preferred Stock and any shares of common stock issued upon conversion of such Series A Preferred Stock is less
than or equal to 9.9% of the voting power of the common stock outstanding as of the date of the Distributions (the
foregoing limitations, the “Continuing Caps”).
The removal of the Conversion Cap and Voting Cap became effective as of the date of the Distributions, subject to
the Continuing Caps remaining in place with respect to the Series A Preferred Stock distributed to the Affiliated
Holders. Education Regulatory Approval continue to be required for, and the Continuing Caps will remain in place
with respect to, the Series A Preferred Stock acquired by the Affiliated Holders in the Distributions to the extent
such shares, on an as converted basis, represent in excess of 9.9% of our common stock and voting power as of the
date of the Distributions. The Affiliated Holders may, at any time, request that we seek Education Regulatory
Approval or make a good faith determination that such approval is not required.
Optional Conversion by Purchaser
The Series A Preferred Stock are convertible to common stock at any time at the option of the holder. Following the
Distributions, the Conversion Cap currently applies to the Affiliated Holders. Additionally, the recipients of the
Series A Preferred Stock in the Distributions entered into standard lock-up agreements with the Company restricting
the transfer or sale of the Series A Preferred Stock, or any common stock convertible therefrom, for a period of 180
days from the September 14, 2020 distribution date.
Optional Conversion by Our Company
If at any time following the third anniversary of the issuance of the Series A Preferred Stock, the volume weighted
average price of our common stock equals or exceeds 2.5 times the conversion price of the Series A Preferred Stock,
F-37
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
or $8.33 as of September 30, 2020, for a period of 20 consecutive trading days (“Conversion Trigger”), we may, at
our option and subject to obtaining any required stockholder and regulatory approvals, require that any or all of the
then outstanding Series A Preferred Stock be automatically converted into our common stock at the conversion rate.
We may not elect such conversion during the closed trading window periods in which any director or executive
officer of our company is prohibited by us to, directly or indirectly, purchase, sell or otherwise acquire or transfer
any equity security of our company. If we are unable to obtain the necessary regulatory approvals to remove the
Conversion Cap within 120 days of giving our notice of intent to convert, we will have the option to redeem all of
the Series A Preferred Stock at a premium.
Conversion Rate and Conversion Price
The conversion rate for the Series A Preferred Stock will be calculated by dividing the current liquidation preference
by the conversion price then in effect. The initial and current conversion price for the Series A Preferred Stock is
$3.33 per share. The conversion price is subject to adjustment upon the occurrence of certain common stock events,
as defined in the Purchase Agreement, including stock splits, reverse stock splits or the issuance of common stock
dividends.
Optional Special Dividend and Conversion on Certain Change of Control
Upon a change of control, at the written election by holders of a majority of the then outstanding shares of Series A
Preferred Stock, we shall declare and pay a special cash dividend in the amount equal to either 1.5 or 2.0 times the
Cash Dividend rate, depending on the type of change in control, multiplied by the liquidation preference per share
then in effect.
Redemption at the Option of Our Company
We have the ability to redeem the Series A Preferred Stock at any time after the third anniversary of the issue date,
provided that the Conversion Trigger has not been met on the date of the redemption notice. Holders of the Series A
Preferred Stock will be able to convert their shares into common stock if neither the Investor Voting Cap nor
Conversion Cap is in effect. If they do not provide notice of conversion within 10 days of receipt of the redemption
notice, the redemption will proceed at a price per share equal to the product of the current conversion rate and 2.5
times the conversion price. If either the Investor Voting Cap or Conversion Cap is in effect at the date of the notice
of redemption, the holder may request that we obtain the necessary regulatory approval for its removal.
After the tenth anniversary of the issue date, we have the ability to redeem the Series A Preferred Stock in whole or
in part at any time. Holders of the Series A Preferred Stock will then be able to convert their shares into common
stock if neither the Investor Voting Cap nor Conversion Cap is in effect. If they do not provide notice of conversion
within 10 days of receipt of the redemption notice, the redemption will proceed at a price per share equal to the
current liquidation preference. If either the Investor Voting Cap or Conversion Cap is in effect at the date of the
notice of redemption, the holder may request that we obtain the necessary regulatory approval for its removal.
Anti-dilution
The conversion price of the Series A Preferred Stock is subject to certain customary anti-dilution protections should
we effect certain common stock events, such as stock splits, stock dividends or subdivisions, reclassifications or
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UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
combinations of our common stock. In such events, the conversion price will be adjusted in a proportionate manner
to the change in outstanding share of common stock immediately preceding and immediately after the event.
Reservation of Shares Issuable upon Conversion
We are required, at all times, to reserve and keep available out of our authorized and unissued shares of common
stock the number of shares that would be issuable upon conversion of all Series A Preferred Stock, assuming that the
Conversion Cap does not apply. If this reserve is not sufficient at any point to allow for full conversion, we shall be
required to take action to increase our pool of authorized but unissued shares.
Under the Securities Act, we were not required to register the offer or sale of the Series A Preferred Stock to the
Purchaser. In conjunction with the Purchase Agreement, the parties entered into a Registration Rights Agreement in
order to grant the Purchaser certain demand and piggyback registration rights covering the purchased shares. In the
event that the Purchaser requests such registration of the Series A Preferred Stock, the Registration Rights agreement
provides that we shall bear all expenses associated with the registration, with the exception of underwriting
discounts and commissions and brokerage fees. On October 18, 2019, we filed a Form S-3 with the Securities and
Exchange Commission to register shares of common stock currently held by selling stockholders as well as shares of
common stock issuable upon the optional conversion of Series A Convertible Preferred Stock held by the selling
stockholders. That registration statement became effective on October 30, 2019.
Equity Offering
On February 20, 2020, we entered into an Underwriting Agreement with B. Riley FBR, Inc., as representative of the
several underwriters named therein (the “Underwriters”), to issue and sell an aggregate of 6,782,610 shares (the
“Firm Shares”) of our common stock, par value $0.0001 per share (the “Common Stock”), in a public offering, at a
price to the public of $7.75 per share, pursuant to a registration statement on Form S-3 (Registration No. 333-
236146) (the “Registration Statement”) and the accompanying prospectus, and related prospectus supplement, filed
with the SEC (the “Offering”). In addition, we granted the Underwriters an option (“Option”) to purchase up to an
additional 1,017,390 shares of the Common Stock for a period of 30 days from February 20, 2020.
The Offering of the Firm Shares closed on February 25, 2020. The net proceeds from the Offering were
approximately $49.2 million, after deducting underwriting discounts. Direct costs of $0.4 million related to the
offering were recorded to equity during the three months ended March 31, 2020. The Underwriters did not exercise
the Option in full for the additional 1,017,390 shares. The 6,782,610 shares purchased were issued from Treasury
Stock on February 25, 2020, leaving 82,287 shares in Treasury stock. We intend to use the proceeds for working
capital, capital expenditures, and other general corporate purposes, which may include the addition of new
campuses, the expansion of existing programs and the development of new programs, and the purchase of real
property and campus infrastructure. We may also use a portion of the net proceeds to fund potential strategic
acquisitions of complementary businesses, assets, services or technologies.
Share Repurchase Program
On December 20, 2011, our Board of Directors authorized the repurchase of up to $25.0 million of our common
stock in the open market or through privately negotiated transactions. The timing and actual number of shares
purchased will depend on a variety of factors such as price, corporate and regulatory requirements and prevailing
market conditions. We may terminate or limit the share repurchase program at any time without prior notice. During
F-39
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
the year ended September 30, 2020, we did not repurchase shares. The last stock repurchase under this stock
repurchase program was during fiscal 2015. As of September 30, 2020, we have repurchased 1,677,570 shares at an
average price per share of $9.09 and a total cost of approximately $15.3 million under this program. Under the terms
of the Certificate of Designations, stock purchases under this program require the approval of a majority of the
voting power of the Series A Preferred Stock.
Note 16 - Stock-Based Compensation
Incentive Compensation Plans
We have two stock-based compensation plans: the Management 2002 Stock Option Program (“2002 Plan”) and the
2003 Incentive Compensation Plan, as amended (“2003 Plan”).
The 2002 Plan was approved by our Board of Directors on April 1, 2002 and provided for the issuance of options to
purchase 0.7 million shares of our common stock. On February 25, 2003, our Board of Directors authorized an
additional 0.1 million options to purchase our common stock under the 2002 Plan. We do not intend to grant any
additional options under the 2002 Plan.
The 2003 Plan was approved by our Board of Directors and adopted effective December 22, 2003 upon
consummation of our initial public offering and amended on February 28, 2007 and February 22, 2012 by our
stockholders. The 2003 Plan, as amended, authorizes the issuance of various common stock awards, including stock
options, restricted stock awards and restricted stock units, for approximately 6.3 million shares of our common
stock.
As of September 30, 2020, 2.2 million shares of common stock were reserved for issuance under the 2003 Plan, of
which 1.3 million shares are available for future grant.
When recording our stock-based compensation expense, we account for forfeitures as they occur. The following
table summarizes the operating expense line and the impact on net income (loss) in the consolidated statements of
operations in which stock-based compensation expense has been recorded for the years ended September 30, 2020,
2019, and 2018:
Educational services and facilities
Selling, general and administrative
Total stock-based compensation expense
Income tax benefit
Year Ended September 30,
2019
2018
2020
64 $
2,013
2,077 $
— $
1,440
1,440 $
—
1,864
1,864
519 $
360 $
466
$
$
$
F-40
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
Stock Options
We issue stock options with exercise prices equal to the closing price of our stock on the grant date and which vest
upon issuance. The expiration date of stock options granted under the 2003 Plan is the earlier of the seven or ten-
year anniversary of the grant date, based on the terms of the individual grant; the one-year anniversary of the
termination of the participant’s employment by reason of death or disability; 90 days after the date of the
participant’s termination of employment if caused by reasons other than death, disability, cause, material breach or
unsatisfactory performance; or on the termination date if termination occurs for reasons of cause, material breach or
unsatisfactory performance.
We estimate the fair value of each stock option grant on the date of grant using the Black-Scholes option-pricing
model. The estimated fair value is affected by our stock price, as well as assumptions regarding a number of
complex and subjective variables, including, but not limited to, our expected stock price volatility, the expected term
of the awards and actual and projected employee stock exercise behaviors. We evaluate our assumptions on the date
of each grant.
In determining our expected term, we have reviewed our historical share option exercise experience and determined
it does not provide a reasonable basis upon which to estimate an expected term due to our limited historical award
and exercise experience. Therefore, we have historically assumed the life of the options to be the term of the grant.
We determine the risk-free interest rate of our awards using the implied yield currently available for zero-coupon
U.S. Government issues with a remaining term equal to the expected life of the options.
The expected volatility considers the volatility of the Company’s common stock that has been traded for a period
commensurate with the expected life. The expected term of options granted represents the period of time that options
granted are expected to be outstanding based on historical experience.
We have used an expected dividend yield of zero in the Black-Scholes option pricing model.
We did not grant stock options during the years ended September 30, 2020 and 2018. We granted 210,000 stock
options during the year ended September 30, 2019. The following assumptions were used to value options granted
during the year ended September 30, 2019:
Expected years until exercised
Risk-free interest rate
Expected volatility
Expected dividends
Year Ended September 30,
7
2.84 %
52.4 %
— %
F-41
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
The following table summarizes stock option activity under the 2003 Plan for the years ended September 30, 2020,
2019 and 2018:
Number of
Shares
(In thousands)
Weighted
Average
Exercise
Price
(per Share)
—
—
3.14
—
—
3.14
—
—
—
3.14
— $
— $
210 $
— $
— $
210 $
— $
— $
— $
210 $
210 $
3.14
Weighted
Average
Remaining
Contractual
Life
(Years)
Aggregate
Intrinsic
Value
— $
— $
—
—
6.19 $
483
5.18 $
5.18 $
407
407
Outstanding as of September 30, 2017
Outstanding as of September 30, 2018
Granted
Exercised
Forfeited
Outstanding as of September 30, 2019
Granted
Exercised
Forfeited
Outstanding as of September 30, 2020
Stock options exercisable as of September 30,
2020
As of September 30, 2020, there was no unrecognized stock-based compensation expense related to stock options.
Restricted Stock Units and Performance Units
The following table summarizes the activity for restricted stock units and performance units granted under the 2003
Plan for the years ended September 30, 2020, 2019 and 2018:
Outstanding as of September 30, 2017
Granted
Vested
Forfeited
Outstanding as of September 30, 2018
Granted
Adjustment to September 2017 grant based on
achieved attainment level
Vested
Forfeited
RSU
PSU
Number of
Shares
(In
thousands)
Weighted
Average
Grant Date
Fair Value
per Share
Number of
Shares
(In
thousands)
Weighted
Average
Grant Date
Fair Value
per Share
3.71
2.90
4.51
3.55
2.95
—
—
3.17
2.96
132 $
182 $
— $
(36) $
278 $
— $
23
(108) $
(60) $
3.11
2.40
—
2.74
2.69
—
3.11
2.75
523 $
350 $
(206) $
(95) $
572 $
— $
— $
(228) $
(108) $
F-42
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
RSU
PSU
Number of
Shares
(In
thousands)
Weighted
Average
Grant Date
Fair Value
per Share
Number of
Shares
(In
thousands)
Weighted
Average
Grant Date
Fair Value
per Share
Outstanding as of September 30, 2019
Granted
Adjustment to September 2017 grant based on
achieved attainment level
Vested
Forfeited
Outstanding as of September 30, 2020
236 $
306 $
— $
(141) $
(63) $
338 $
2.74
7.46
—
2.62
2.96
7.01
133 $
314 $
33
(100) $
(39) $
341 $
2.40
7.72
2.32
2.48
7.30
Restricted Stock Units
Our restricted stock units are issued at fair market value, which is based on the closing prices of our stock on the
grant date, discounted for non-participation in anticipated dividends during the vesting period. The restrictions on
these units generally lapse ratably over a three or four year period based on the terms of the individual grant. The
restrictions associated with our restricted stock units awarded under the 2003 Plan will lapse upon the death,
disability, or if, within one year following a change of control, employment is terminated without cause or for good
reason. If employment is terminated for any other reason, all shares of restricted stock shall be forfeited upon
termination.
As of September 30, 2020, unrecognized stock compensation expense related to restricted stock units was
$1.8 million which is expected to be recognized over a weighted average period of 2.4 years.
Performance Units
The performance condition for performance units is compounded annual total shareholder return (“TSR”) for the
measurement periods included in the grant. On the settlement date for each measurement period, participants will
receive shares of our common stock equal to 0% to 150% of the performance units originally granted depending on
the total stockholder return for that measurement period. The performance units vest subject to a market condition
and on the settlement date which is expected to be no later than two and a half months after the end of each
measurement period.
We estimate the fair value of performance units using a Monte Carlo simulation which requires assumptions for
expected volatility, risk-free rates of return, and dividend yields. Expected volatilities are derived using a method
that calculates historical volatility over a period equal to the length of the measurement period for UTI. We use a
risk-free rate of return that is equal to the yield of a zero-coupon U.S. Treasury bill that is commensurate with each
measurement period, and we assume that any dividends paid were reinvested.
To receive the performance units awarded for a measurement period, participants are required to be employed by us
on the settlement date unless one of the following conditions is met. Upon death or disability of a participant, the
F-43
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
participant will receive a pro-rated number of performance units reflecting actual performance through the vesting
date and the number of months of the performance period during which the participant was employed. If an
employee is terminated without cause or leaves for good reason within one year following certain changes in
control, a determination of whether, and to what extent the performance condition has been achieved will be based
on actual performance against the stated criteria through the separation date. If an employee is terminated without
cause or leaves for good reason after the one-year anniversary of certain changes in control, the participant will
receive a pro-rated number of performance units reflecting actual performance through the separation date and the
number of complete twelve-month periods of the performance period during which the participant was employed. If
employment is terminated for any other reason, all unvested performance units shall be forfeited upon termination.
As of September 30, 2020, unrecognized stock compensation expense related to performance units was $1.6 million,
which is expected to be recognized over a weighted average period of 1.4 years.
Note 17 - Earnings per Share
We calculate basic earnings per share pursuant to the two-class method as a result of the issuance of the Series A
Preferred Stock on June 24, 2016. Our Series A Preferred Stock is considered a participating security because, in the
event that we pay a dividend or make a distribution on the outstanding common stock, we shall also pay each holder
of the Series A Preferred Stock a dividend on an as-converted basis. The two-class method is an earnings allocation
formula that determines earnings per share for common stock and participating securities according to dividend and
participation rights in undistributed earnings. Under this method, all earnings, distributed and undistributed, are
allocated to common shares and participating securities based on their respective rights to receive dividends. The
Series A Preferred Stock is not included in the computation of basic earnings per common share in periods in which
we have a net loss as the Series A Preferred Stock is not contractually obligated to share in our net losses.
Diluted earnings per common share is calculated using the more dilutive of the two-class method or as-converted
method. The two-class method uses net income available to common shareholders and assumes conversion of all
potential shares other than the participating securities. The as-converted method uses net income and assumes
conversion of all potential shares including the participating securities. Dilutive potential common shares include
outstanding stock options, unvested restricted share awards and units and convertible preferred stock. The basic and
diluted weighted average shares outstanding are the same for years ended September 30, 2019 and 2018 as a result
of the net loss available to common shareholders and anti-dilutive impact of the potentially dilutive securities.
The following table summarizes the computation of basic and diluted earnings per common share under the two-
class or as-converted method, as well as the anti-dilutive shares excluded:
Basic earnings per common share:
Net income (loss)
Less: Preferred stock dividend declared
Income (loss) available for distribution
Income allocated to participating securities
$
Net income (loss) available to common shareholders
$
Year Ended September 30,
2019
2020
2018
8,008 $
(5,264)
2,744
(1,135)
1,609 $
(7,868) $
(5,250)
(13,118)
—
(13,118) $
(32,682)
(5,250)
(37,932)
—
(37,932)
F-44
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
Weighted average basic shares outstanding
Year Ended September 30,
2019
2020
2018
29,812
25,438
25,115
Basic income (loss) per common share
$
0.05 $
(0.52) $
(1.51)
Diluted earnings per common share:
Method used:
Net income (loss) available to common shareholders
Two-class
Two-class
Two-class
$
1,609 $
(13,118) $
(37,932)
Weighted average basic shares outstanding
Dilutive effect related to employee stock plans
Weighted average diluted shares outstanding
29,812
301
30,113
25,438
—
25,438
25,115
—
25,115
Diluted income (loss) per common share
$
0.05 $
(0.52) $
(1.51)
Anti-dilutive shares excluded:
Outstanding stock-based grants
Convertible preferred stock
Total anti-dilutive shares excluded
14
21,021
21,035
733
21,021
21,754
334
21,021
21,355
Dilutive shares under the as-converted method(1)
51,134
46,971
46,382
(1) The dilutive shares under the as-converted method assume conversion of the preferred stock and are presented
here merely for reference. In a net income position, diluted earnings per share is determined by the more
dilutive of the two-class method or the as-converted method.
Note 18 - Defined Contribution Employee Benefit Plan
We sponsor a defined contribution 401(k) plan, under which our employees elect to withhold specified amounts
from their wages to contribute to the plan and we have a fiduciary responsibility with respect to the plan. The plan
provides for matching a portion of employees’ contributions at management’s discretion. All contributions and
matches by us are invested at the direction of the employee in one or more mutual funds or cash. We made matching
contributions of approximately $1.0 million for the years ended September 30, 2020, 2019 and 2018.
Note 19 - Segment Information
Our principal business is providing postsecondary education. We also provide manufacturer-specific training and
these operations are managed separately from our campus operations. These operations do not currently meet the
quantitative criteria for segments and therefore are reflected in the Other category. Our equity method investments
and other non-Postsecondary Education operations are also included within the Other category. Corporate expenses
are allocated to Postsecondary Education and the Other category based on compensation expense. Depreciation and
amortization includes amortization of assets subject to finance leases or financing obligations.
F-45
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
Summary information by reportable segment is as follows:
Year Ended September 30, 2020
Revenues
Loss from operations
Depreciation and amortization(1)
Net income (loss)
Year Ended September 30, 2019
Revenues
Loss from operations
Depreciation and amortization(1)
Net loss
Year Ended September 30, 2018
Revenues
Loss from operations
Depreciation and amortization(1)
Net loss
As of September 30, 2020
Total assets
As of September 30, 2019
Total assets
Postsecondary
Education
Other
Consolidated
$
287,195 $
(3,493)
11,698
8,386
13,566 $
(378)
106
(378)
300,761
(3,871)
11,804
8,008
316,589
(6,685)
15,747
(7,149)
300,753
(31,707)
14,978
(29,713)
14,915
(1,117)
157
(719)
16,212
(3,568)
710
(2,969)
331,504
(7,802)
15,904
(7,868)
316,965
(35,275)
15,688
(32,682)
435,144
6,837
441,981
263,974
6,552
270,526
(1) Excludes depreciation of training equipment obtained in exchange for services of $1.3 million, $1.4 million and
$1.4 million for the years ended September 30, 2020, 2019 and 2018, respectively.
Note 20 - Government Regulation and Financial Aid
Our institutions are subject to extensive regulatory requirements imposed by a wide range of federal and state
agencies, as well as by institutional and programmatic accreditors. These requirements, which are frequently being
revisited, revised, and expanded, cover virtually every aspect of our schools’ operations, and our institutions are
subject to periodic audits and program compliance reviews by various external agencies for compliance with these
requirements. Each of our institutions’ administration of the federal programs of student financial assistance under
Title IV of the HEA (“Title IV Programs”) also must be audited annually by independent accountants and the
resulting audit report submitted to ED for review. The approvals granted by these regulatory entities permit our
schools to operate and to participate in a variety of government-sponsored financial aid programs, including Title IV
Programs. If our institutions fail to comply with any of these regulatory requirements, our regulators could take an
F-46
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
array of adverse actions, up to and including revocation of the approval granted by the agency. Such adverse actions
could have a material adverse effect on our academic or operational initiatives, cash flows, results of operations, or
financial condition. Below, we discuss certain, specific elements of this regulatory environment.
State Authorization
To operate and offer postsecondary programs, and to be certified to participate in Title IV Programs, each of our
institutions must obtain and maintain authorization from the state in which it is physically located (“Home State”).
To engage in recruiting activities outside of its Home State, each institution also may be required to obtain and
maintain authorization from the states in which it is recruiting students. The level of regulatory oversight varies
substantially from state to state and is extensive in some states. State laws may establish standards for instruction,
qualifications of faculty, location and nature of facilities and equipment, administrative procedures, marketing,
recruiting, student outcomes reporting, disclosure obligations to students, limitations on mandatory arbitration
clauses in enrollment agreements, financial operations, and other operational matters. Some states prescribe
standards of financial responsibility and mandate that institutions post surety bonds. Many states have requirements
for institutions to disclose institutional data to current and prospective students, as well as to the public. And some
states require that our schools meet prescribed performance standards as a condition of continued approval.
Accreditation
Accreditation is a non-governmental process through which an institution voluntarily submits to ongoing qualitative
reviews by an organization of peer institutions. Institutional accreditation by an ED-recognized accreditor is
required for an institution to be certified to participate in Title IV Programs. All of our institutions are accredited by
the Accrediting Commission of Career Schools and Colleges (“ACCSC”), which is an accrediting agency
recognized by ED. ACCSC reviews the academic quality of each institution’s instructional programs, as well as the
administrative and financial operations of the institution to ensure that it has the resources necessary to perform its
educational mission, implement continuous improvement processes, and support student success. Our institutions
must submit annual reports, and at times, supplemental reports, to demonstrate ongoing compliance and
improvement. ACCSC requires institutions to disclose certain institutional information to current and prospective
students, as well as to the public, and requires that our schools and programs meet various performance standards as
a condition of continued accreditation. Institutions must periodically renew their accreditation by completing a
comprehensive renewal of accreditation process.
Title IV Programs
The federal government provides a substantial part of its support for postsecondary education through Title IV
Programs in the form of grants and loans to students who can use those funds at any institution that has been
certified as eligible to participate by ED. All of our institutions are certified to participate in Title IV Programs. In
fiscal 2020, we derived approximately 66% of our revenues, on a cash basis as defined by ED, from Title IV
Programs. Significant factors relating to Title IV Programs that could adversely affect us include:
•
The 90/10 Rule. As a condition of participation in Title IV Programs, proprietary institutions must agree when
they sign their PPA to derive at least 10% of their revenues for each fiscal year from sources other than Title IV
Program funds. A proprietary institution is subject to sanctions if it exceeds the 90% level for a single year, and
loses its eligibility to participate in Title IV Programs if it derives more than 90% of its revenue from Title IV
F-47
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
Programs for two consecutive fiscal years. As of September 30, 2020, our institutions’ annual Title IV
percentages as calculated under the 90/10 rule ranged from approximately 65% to 68%.
• Administrative Capability. To continue its participation in Title IV Programs, an institution must demonstrate
that it remains administratively capable of providing the education it promises and of properly managing the
Title IV Programs. ED assesses the administrative capability of each institution that participates in Title IV
Programs under a series of standards listed in the regulations, which cover a wide range of operational and
administrative topics, including the designation of capable and qualified individuals, the quality and scope of
written procedures, the adequacy of institutional communication and processes, the timely resolution of issues,
the sufficiency of recordkeeping, and the frequency of findings of noncompliance, to name a few. ED’s
administrative capability standards also include thresholds and expectations for federal student loan cohort
default rates (discussed below), satisfactory academic progress, and loan counseling. Failure to satisfy any of
the standards may lead ED to find the institution ineligible to participate in Title IV Programs, require the
institution to repay Title IV Program funds, change the method of payment of Title IV Program funds, or place
the institution on provisional certification as a condition of its continued participation or take other actions
against the institution.
•
Three-Year Student Loan Default Rates. To remain eligible to participate in Title IV Programs, institutions also
must maintain federal student loan cohort default rates below specified levels. An institution whose three-year
cohort default rate is 15% or greater for any one of the three preceding years is subject to a 30-day delay in
receiving the first disbursement on federal student loans for first-time borrowers. As of September 30, 2020,
only Universal Technical Institute of Texas was subject to a 30-day delay in receiving the first disbursement on
federal student loans for first-time borrowers due to a three-year cohort default rate that was 15% or greater for
one of the three most recent years. The 30-day delay was lifted as of September 30, 2020 for Universal
Technical Institute of Phoenix due to the three-year cohort default rate falling below 15%.
• Financial Responsibility. All institutions participating in Title IV Programs also must satisfy specific ED
standards of financial responsibility. Among other things, an institution must meet all of its financial
obligations, including required refunds to students and any Title IV Program liabilities and debts, be current in
its debt payments, comply with certain past performance requirements, not receive an adverse, qualified, or
disclaimed opinion by its accountants in its audited financial statements. Each year, ED also evaluates
institutions’ financial responsibility by calculating a “composite score,” which utilizes information provided in
the institutions’ annual audited financial statements. The composite score is based on three ratios: (1) the equity
ratio which measures the institution’s capital resources, ability to borrow and financial viability; (2) the primary
reserve ratio which measures the institution’s ability to support current operations from expendable resources;
and (3) the net income ratio which measures the institution’s ability to operate at a profit. Between composite
score calculations, ED also will reevaluate the financial responsibility of an institution following the occurrence
of certain “triggering events,” which must be timely reported to the agency.
•
Title IV Program Rulemaking. ED is almost continuously engaged in one or more negotiated rulemakings,
which is the process pursuant to which it revisits, revises, and expands the complex and voluminous Title IV
Program regulations. Recent and significant negotiated rulemakings include the Gainful Employment
Rulemaking, the Borrower Defense to Repayment Rulemaking, and the Accreditation and Innovation
Rulemaking. New regulations associated with these rulemakings took effect on July 1, 2020. We devote
significant effort to understanding the effects of these regulations on our business and to developing compliant
solutions that also are congruent with our business, culture, and mission to serve our students and industry
F-48
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
relationships. However, we cannot predict with certainty how these new and developing regulatory
requirements will be applied or whether each of our schools will be able to comply with all of the requirements
in the future.
Other Federal and State Student Aid Programs
Some of our students also receive financial aid from federal sources other than Title IV Programs, such as the
programs administered by the VA, the Department of Defense (“DOD”) and under the Workforce Investment Act.
Additionally, some states provide financial aid to our students in the form of grants, loans or scholarships. Our Long
Beach, Rancho Cucamonga and Sacramento, California campuses, for example, are currently eligible to participate
in the Cal Grant program. All of our institutions must comply with the eligibility and participation requirements
applicable to each of these funding programs, which vary by funding agency and program.
In 2020, we derived approximately 17% of our revenues, on a cash basis, from veterans’ benefits programs, which
include the Post-9/11 GI Bill, the Montgomery GI Bill, the Reserve Education Assistance Program (“REAP”) and
VA Vocational Rehabilitation. To continue participation in veterans’ benefits programs, an institution must comply
with certain requirements established by the VA.
COVID-19 and the CARES Act
On March 13, 2020, the United States declared a national emergency concerning the COVID-19 pandemic, effective
March 1, 2020. ED, consistent with its authority under then-existing statutes and regulations, issued guidance on
March 5, 2020, outlining a range of accommodations intended to address interruptions of study related to COVID-
19. On March 27, 2020, President Trump signed the CARES Act, which provides additional flexibilities and
accommodations, beyond those offered by the ED in its March 5, 2020 guidance, particularly with regard to the
campus-based assistance programs, the measurement of satisfactory academic progress and the return of unearned
Title IV Program funds to ED. Shortly thereafter, on April 3, 2020, ED issued further guidance, providing additional
regulatory flexibilities, and in some cases, implementing the accommodations provided for in the CARES Act. ED
periodically updated and supplemented this guidance over the following months. Guidance also has been published
regarding immigration, discrimination, safety, and privacy issues, as well as the Higher Education Emergency Relief
Fund (“HEERF”) established under the CARES Act.
We have reviewed and implemented many of the flexibilities created by the CARES Act and ED’s guidance,
including the opportunity to temporarily offer distance education, discussed below. We continue to review new
guidance from ED and to implement available legislative and regulatory relief as applicable.
Distance Education
In response to the COVID-19 pandemic, ED provided broad approval for institutions to use distance learning
modalities without going through the standard ED approval process for payment periods that begin on or before
December 31, 2020. ED also permitted accreditors to waive their distance review requirements. ACCSC has granted
institutions temporary approval to offer distance education through December 31, 2020 for the end of the
emergency. State agencies have also provided distance education flexibility, but the processes and expiration dates
for temporary distance education approval vary by state, and states have been granting extensions to these temporary
approvals as they approach expiration. We have availed ourselves of this temporary flexibility in all our programs
and we are in full compliance with all state and ACCSC requirements.
F-49
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
To afford us additional flexibility beyond the current temporary approval period(s), we have initiated the approval
process with ACCSC, state agencies, or both to be able of offer distance education and a blended learning format for
all of our programs on a more permanent basis. Additionally, as a result of previously implementing our Tech II
curriculum, we are currently approved to offer distance education at our Avondale, Arizona, Rancho Cucamonga,
California, Sacramento, California, Orlando, Florida, Dallas-Ft. Worth, Texas, Long Beach, California and
Bloomfield, New Jersey campuses for our Automotive/Diesel Tech II programs by ACCSC, state agencies, or both.
Note 21 - Higher Education Emergency Relief Fund under the CARES Act
The CARES Act established the HEERF. The HEERF includes approximately $14.0 billion in relief funds to be
distributed directly to institutions of higher education. The most significant portion of that funding allocation
provides that $12.56 billion will be distributed to institutions using a formula based on student enrollment. Of the
amount allocated to each institution under this formula, at least 50% must be reserved to provide students with
emergency financial aid grants to help cover expenses related to the disruption of campus operations due to
coronavirus. The remaining funds must be used “to cover any costs associated with significant changes to the
delivery of instruction due to the coronavirus.”
In order to access the HEERF funds, institutions must complete two Funding and Certification Agreements (the
“HEERF Agreements”), one for the emergency financial grants to students portion and the other for the institutional
portion, which obligate the recipient to administer the funds in a manner that is consistent with the CARES Act and
federal laws and regulations cited in the HEERF Agreements. The HEERF Agreements also subject the recipient to
a range of audit requirements, as well as quarterly and annual reporting requirements. ED has emphasized that
institutions should be prepared to report the use of the funds and to describe any internal controls the institution has
in place to ensure that funds were used for allowable purposes and in accordance with cash management principles.
The agency also has encouraged institutions to keep detailed records of how they are expending all funds received
under the HEERF. A failure to administer the HEERF funds in accordance with applicable laws at regular intervals
could result in a future repayment liability.
The allocations to the higher education institutions were set by a formula prescribed in the CARES Act, which is
weighted significantly by the number of full-time students who are Pell-eligible, but also takes into consideration the
total population of the school and the number of students who were not enrolled full-time online before the COVID-
19 outbreak. ED utilized the most recent data available from the Integrated Postsecondary Education Data System
and Federal Student Aid for this calculation. In May 2020, we were granted approximately $33.0 million in HEERF
funds for emergency grants to students and to cover institutional costs associated with significant changes to the
delivery of instruction due to coronavirus.
HEERF Funds for Student Grants
Per the HEERF Agreements, at least 50% of HEERF funds received were to be used exclusively for emergency
financial aid grants to students impacted by COVID-19, supporting their efforts to stay in school and continue their
training toward graduation and future careers. In May 2020, we received approximately $16.5 million designated
for student grants and deposited these funds into a separate restricted cash account. As of September 30, 2020, we
have awarded all $16.5 million designated for student grants to approximately 9,000 students.
F-50
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
HEERF Funds for Significant Changes to the Delivery of Instruction Due to Coronavirus
In addition, in May of 2020 we were awarded approximately $16.5 million for the institutional portion of the
HEERF funds. Such funds may be used to provide additional emergency financial aid grants to students, to cover
institutional costs associated with significant changes to the delivery of instruction due to coronavirus, or not used at
all and returned to the government.
Per the CARES Act, the HEERF Agreements, and ED guidance, the following requirements are generally applicable
to all allowable institutional costs:
•
Funds may only be used to cover institutional costs associated with significant changes to the delivery of
instruction due to the coronavirus.
• Costs must have been incurred on or after March 13, 2020.
•
• The use of funds must be documented and reported.
Funds must generally be spent one calendar year (365 days) from the date of award.
As explained in the HEERF Agreements for the Institutional Portions, we have “discretion in determining how to
allocate and use the funds provided under the CARES Act, provided the funds will be spent only on those costs for
which Recipient has a reasoned basis for concluding such costs have a clear nexus to significant changes to the
delivery of instruction due to the coronavirus.” Institutional costs that the ED has specifically designated as
allowable include: additional emergency grants to students; reimbursements for refunds made to students for
services the institution could no longer provide such as housing, food, room and board, and tuition; technology costs
including laptops, hotspots, and other information technology equipment and software to enable students to
participate in distance learning; qualified scholarships and payment for future academic terms; payments to a third-
party service provider or online program manager for each additional student using the distance learning platform;
purchases to ensure the physical safety of the students on campus; and purchases of equipment or software, paying
for online licensing fees, or paying for internet service to enable students to transition to distance learning as such
costs are associated with a significant change in the delivery of instruction due to the coronavirus. The ED has
specifically prohibited costs related to pre-enrollment recruiting activities, endowments, capital outlays associated
with facilities to athletics, sectarian instruction, or religious worship, executive compensation, investor benefits, and
to pay student balances or student debt.
Prior to the COVID-19 crisis, the majority of our training programs were delivered exclusively through in-person
instruction at our campus locations. In order to allow our students to continue their education during the COVID-19
crisis, beginning on March 25, 2020, we shifted our predominantly on-campus, in-person education model to a
blended training model that combines instructor-facilitated online teaching and demonstrations with hands-on labs.
We incurred significant costs for the initial development and implementation of our online training program for
students including software purchases, audio/video equipment purchases and labor hours to record the instructional
videos and for training of faculty, and enhancements to the online student experience. In May 2020, we resumed in-
person labs at eight of our campus locations. Four of our campuses resumed in-person labs in June 2020, and our
final campus to resume in-person labs in Bloomfield, New Jersey opened on July 1, 2020. On-campus labs have
been re-designed or modified to meet the guidelines set by the CDC, as well as state and local jurisdictions for
health, safety and social distancing. In order to comply with these new guidelines, we incurred costs for sanitization
supplies, partitions, labor hours and other related expenses to ensure safety and social distancing. Additionally, we
purchased laptops to provide to our students to assist their transition to the online blended training model. We also
incurred costs as we continued to improve and enhance the delivery of our online instruction for students. In total,
F-51
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
we incurred approximately $15.1 million between March 15, 2020 and September 30, 2020 related to the changes in
the delivery of instruction due to the coronavirus. We have consulted with our outside regulatory counsel and
believe that all of these costs are allowable expenses for the institutional HEERF funds under the CARES Act.
However, we cannot guarantee that ED will agree with our foregoing conclusion. We have offset our total operating
expenses by $15.1 million for the year ended September 30, 2020. Of the $15.1 million, $13.3 million was
recorded in “Educational services and facilities” and $1.8 million was recorded in “Selling, general and
administrative” on the consolidated statement of operations for the year ended September 30, 2020.
Additionally, during the year ended September 30, 2020, we used $0.6 million of the institutional funds for
additional emergency grants to our students. Including the additional student grants, the total institutional funds
spent during fiscal 2020 was $15.7 million.
As of September 30, 2020, we had drawn down $13.9 million of the institutional funds into our operating cash
account as partial reimbursement for the $15.7 million of eligible costs incurred during the year ended September
30, 2020. As of September 30, 2020, $2.7 million remained in our G5 account with the ED and is not included in
our “Cash and cash equivalents” on our consolidated balance sheet. We drew down the remaining $1.8 million for
the eligible costs incurred during the year ended September 30, 2020 in October 2020. As of September 30, 2020,
there was approximately $0.8 million of institutional funds remaining to be used for allowable costs incurred after
September 30, 2020, which are expected to be used during the first quarter of our fiscal 2021.
Note 22 - Quarterly Financial Summary (Unaudited)
Summarized quarterly financial information for fiscal 2020 and 2019 is as follows:
Year ended September 30, 2020
Revenues
Income (loss) from operations
Net income (loss)
Earnings (loss) per share:
Basic
Diluted
Year ended September 30, 2019
Revenues
(Loss) income from operations
Net (loss) income
Earnings (loss) per share:
Basic
Diluted
First
Quarter
Second
Quarter
Third
Quarter
$ 87,234 $ 82,717 $ 54,483 $ 76,327 $ 300,761
(3,871)
8,008
(13,779)
(13,268)
(499)
10,142
4,254
4,684
6,153
6,450
Fourth
Quarter
Fiscal
Year
$
$
0.07 $
0.07 $
0.18 $
0.18 $
(0.45) $
(0.45) $
0.10 $
0.09 $
0.05
0.05
Second
Quarter
First
Quarter
Third
Quarter
$ 83,050 $ 81,746 $ 79,042 $ 87,666 $ 331,504
(7,802)
(7,868)
(7,205)
(7,717)
(5,580)
(5,263)
5,438
5,477
(455)
(365)
Fourth
Quarter
Fiscal
Year
$
$
(0.36) $
(0.36) $
(0.26) $
(0.26) $
(0.07) $
(0.07) $
0.09 $
0.09 $
(0.52)
(0.52)
The sum of quarterly per share information does not equal amounts for the full year as quarterly calculations are performed on a
discrete basis. Additionally, securities may have had an anti-dilutive effect during individual quarters but not for the full year.
F-52
A Message to our Shareholders
In 2020, we found ourselves on a journey that
Our graduates continue to be in demand. They are
tested our strength and resiliency, reaffirmed our
starting careers in stable, essential industries,
deep commitment to our students and, in many
and UTI is financially strong and well-positioned
ways, accelerated our transformation.
for the future.
We started the year strong.
By mid-fiscal 2020, we had achieved our seventh
consecutive quarter of new student start growth,
continued to grow revenue and profitability year
With new, dynamic leaders in place, we are now
enhancing our blended learning model, pursuing
proven growth initiatives and continuing to offer
our hallmark state-of-the-industry education.
over year, and raised $49.5 million in capital
As I reflect on the past year, I am incredibly grateful
to support new growth initiatives. We were gaining
to the UTI team who, in the face of great adversity,
momentum and well on our way to an outstanding
kept UTI, our students and America moving. We are
year when COVID-19 shut down the world.
stronger for the challenges we faced, and even
better prepared to deliver success for our students,
shareholders and for UTI.
Sincerely,
Yet true to form, our team and students rallied.
We swiftly transformed our solely in-person
education model to a blended format, allowing
students to complete classroom learning online,
transformed our campuses to deliver hands-on
training in safe, CDC-compliant labs, and found
innovative ways to connect with and support
current and prospective students.
Early in the fourth quarter, we began to emerge
from the turmoil. New student inquiries, enrollments,
start volumes and show rates grew steadily and,
at the close of the fiscal year, we had more students
in school than at the end of fiscal 2019.
Jerome A. Grant
Chief Executive Officer
With more than 220,000 graduates in its 55-year history, Universal Technical Institute, Inc. (NYSE: UTI) is the nation’s
leading provider of technical training for automotive, diesel, collision repair, motorcycle and marine technicians, and
offers welding technology and computer numerical control (CNC) machining programs. The company has partnerships
with more than 30 leading manufacturers, outfits its state-of-the-industry facilities with current technology, and
delivers training that is aligned with employer needs. Through its network of 12 campuses nationwide, UTI offers post-
secondary programs under the banner of several well-known brands, including Universal Technical Institute (UTI),
Motorcycle Mechanics Institute and Marine Mechanics Institute (MMI) and NASCAR Technical Institute (NASCAR
Tech). The company is headquartered in Phoenix, Arizona. For more information, visit www.uti.edu.
Request for Investor
Information
Universal Technical Institute, Inc.
Investor Relations
4225 E. Windrose Drive
Suite 200
Phoenix, Arizona 85032
(623) 445-9500
The company will furnish a copy of the
2020 Annual Report on Form 10-K
without charge upon a written request
to the address above. In addition, the
electronic version of the Annual Report
can be found at www.uti.edu, under
the captions Investors-Financial
Information-Annual Reports.
UTI has submitted the requisite
certification regarding its corporate
governance listing standards to the
New York Stock Exchange.
Common Stock
Traded on the New York Stock
Exchange under the symbol UTI
Transfer Agent
Computershare
PO BOX 505000
Louisville, Kentucky 40233-5000
Independent Accountants
Deloitte & Touche, LLP
2901 North Central Avenue
Suite 1200
Phoenix, Arizona 85012-2799
Shareholder Information
Board of Directors
Corporate Officers
Jerome A. Grant
Chief Executive Officer
Troy R. Anderson
Executive Vice President,
Chief Financial Officer
Sherrell E. Smith
Executive Vice President,
Campus Operations and
Services
Bart H. Fesperman
Senior Vice President,
Chief Commercial Officer
Todd A. Hitchcock
Senior Vice President,
Chief Strategy and
Transformation Officer
Christopher E. Kevane
Senior Vice President,
Chief Legal Officer
Sonia C. Mason
Senior Vice President,
Chief Human Resources Officer
Eric A. Severson
Senior Vice President,
Admissions
Lori B. Smith
Senior Vice President,
Chief Information Officer
Robert T. DeVincenzi
Chairman of the Board
Principal Partner,
Lupine Venture Group
David A. Blaszkiewicz
Director
President and Chief Executive Officer,
Invest Detroit
George W. Brochick
Director
Executive Vice President –
Strategic Development,
Penske Automotive Group, Inc.
Jerome A. Grant
Director
Chief Executive Officer,
Universal Technical Institute, Inc.
LTG (R) William J. Lennox
Director
Former Superintendent of the United
States Military Academy at West Point
Chief Executive Officer,
Lennox Strategies, LLC
Kimberly J. McWaters
Director
Former President and
Chief Executive Officer,
Universal Technical Institute, Inc.
*
Dr. Roderick R. Paige
Director
Former United States
Secretary of Education
Christopher S. Shackelton
Director
Managing Partner,
Coliseum Capital Management, LLC
Linda J. Srere
Director
Former President,
Young and Rubicam Advertising
Kenneth R. Trammell
Director
Former Executive Vice President
and Chief Financial Officer,
Tenneco, Inc.
*
John C. White
Director
Former Chairman of the Board,
Universal Technical Institute, Inc.
*Effective as of November 30, 2020, Dr. Paige and Mr. White each voluntarily retired from our board of directors.
AVONDALE, ARIZONA
PHOENIX, ARIZONA
LONG BEACH, CALIFORNIA
RANCHO CUCAMONGA, CALIFORNIA
SACRAMENTO, CALIFORNIA
ORLANDO, FLORIDA
LISLE, ILLINOIS
BLOOMFIELD, NEW JERSEY
MOORESVILLE, NORTH CAROLINA
EXTON, PENNSYLVANIA
DALLAS/FORT WORTH, TEXAS
HOUSTON, TEXAS
UTI.edu
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