10-Q 1 uti-6301610q.htm 10-Q Document


__________________________________________________________________________________________
__________________________________________________________________________________________
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 _____________________________________________
Form 10-Q
(Mark One)

þ    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
 
¨    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
 _____________________________________________
Commission File Number 1-31923
 _____________________________________________

 UNIVERSAL TECHNICAL INSTITUTE, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
 
86-0226984
(State or other jurisdiction of
incorporation or organization)
 
 
(IRS Employer Identification No.)
16220 North Scottsdale Road, Suite 100
Scottsdale, Arizona 85254
(Address of principal executive offices)
(623) 445-9500
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes þ    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes   þ    No ¨  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  ¨    Accelerated filer  þ     Non-accelerated filer  ¨    Smaller reporting company  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ
At July 29, 2016, there were 24,347,039 shares outstanding of the registrant's common stock.




UNIVERSAL TECHNICAL INSTITUTE, INC.
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2016
 
 
 
 
 
 
Page
 
 
Number
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



Special Note Regarding Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act), and Section 27A of the Securities Act of 1933, as amended (Securities Act), which include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. 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. These forward-looking statements include, without limitation, statements regarding: proposed new programs; scheduled openings of new campuses and campus expansions; expectations that regulatory developments or agency interpretations of such regulatory developments or other matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity and anticipated timing for ongoing regulatory initiatives; statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results and future economic performance; and statements of management’s goals and objectives and other similar expressions. Such statements give our current expectations or forecasts of future events; they do not relate strictly to historical or current facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. However, not all forward-looking statements contain these identifying words.

We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. 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. You should bear this in mind as you consider forward-looking statements.

Except as required by law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our Form 10-Q, 8-K and 10-K reports to the Securities and Exchange Commission (SEC). The Annual Report on Form 10-K that we filed with the SEC on December 2, 2015 listed various important factors that could cause 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. Readers can find them under the heading “Risk Factors” in the Form 10-K and in this Form 10-Q, and investors should refer to them. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties. Our filings with the SEC may be accessed at the SEC’s web site at www.sec.gov.



ii


PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 
 
June 30, 2016
 
September 30, 2015
Assets
 
(In thousands)
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
103,245

 
$
29,438

Restricted cash
 
3,260

 
5,824

Investments, current portion
 
4,849

 
28,086

Receivables, net
 
15,027

 
22,409

Deferred tax assets, net
 

 
4,539

Prepaid expenses and other current assets
 
19,293

 
17,761

Total current assets
 
145,674

 
108,057

Investments, less current portion
 

 
1,719

Property and equipment, net
 
117,207

 
124,144

Goodwill
 
9,005

 
8,222

Deferred tax assets, net
 

 
20,248

Other assets
 
13,147

 
11,912

Total assets
 
$
285,033

 
$
274,302

Liabilities and Shareholders’ Equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable and accrued expenses
 
$
37,405

 
$
42,620

Dividends payable
 
101

 
485

Deferred revenue
 
27,335

 
44,693

Accrued tool sets
 
3,409

 
3,624

Financing obligation, current
 
867

 
737

Income tax payable
 

 
1,187

Other current liabilities
 
3,231

 
3,148

Total current liabilities
 
72,348

 
96,494

Deferred tax liabilities, net
 
3,141

 

Deferred rent liability
 
9,450

 
10,822

Financing obligation
 
43,381

 
44,053

Other liabilities
 
11,031

 
9,458

Total liabilities
 
139,351

 
160,827

Commitments and contingencies (Note 10)
 

 

Shareholders’ equity:
 
 
 
 
Common stock, $0.0001 par value, 100,000,000 shares authorized, 31,211,936 shares issued and 24,347,039 shares outstanding as of June 30, 2016 and 31,098,193 shares issued and 24,233,296 shares outstanding as of September 30, 2015
 
3

 
3

Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 700,000 shares of Series A Convertible Preferred Stock issued and outstanding as of June 30, 2016, liquidation preference of $100 per share, and 0 shares issued and outstanding as of September 30, 2015
 

 

Paid-in capital - common
 
181,398

 
178,202

Paid-in capital - preferred

68,836



Treasury stock, at cost, 6,864,897 shares as of June 30, 2016 and September 30, 2015
 
(97,388
)
 
(97,388
)
Retained earnings (deficit)
 
(7,186
)
 
32,638

Accumulated other comprehensive income

19


20

Total shareholders’ equity
 
145,682

 
113,475

Total liabilities and shareholders’ equity
 
$
285,033

 
$
274,302

The accompanying notes are an integral part of these condensed consolidated financial statements.

1


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)

 
 
Three Months Ended June 30,
 
Nine Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands, except per share amounts)
Revenues
 
$
82,266

 
$
85,106

 
$
260,231


$
272,021

Operating expenses:
 
 
 
 
 



Educational services and facilities
 
47,044

 
47,690

 
146,466


143,663

Selling, general and administrative
 
40,672

 
41,412

 
127,178


124,352

Total operating expenses
 
87,716

 
89,102

 
273,644


268,015

Income (loss) from operations
 
(5,450
)
 
(3,996
)
 
(13,413
)

4,006

Other (expense) income:
 
 
 
 
 



Interest expense, net
 
(802
)
 
(484
)
 
(2,416
)

(1,464
)
Equity in earnings of unconsolidated affiliates
 
51

 
139

 
290


393

Other income
 
77

 
54

 
455


299

Total other (expense) income, net
 
(674
)
 
(291
)
 
(1,671
)

(772
)
Income (loss) before income taxes
 
(6,124
)
 
(4,287
)
 
(15,084
)

3,234

Income tax expense (benefit)
 
(1,055
)
 
(1,312
)
 
23,667


2,560

Net income (loss)
 
$
(5,069
)
 
$
(2,975
)
 
$
(38,751
)

$
674

Preferred stock dividends

101




101



Income (loss) available for distribution

$
(5,170
)

$
(2,975
)

$
(38,852
)

$
674

 
 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
 
Net income (loss) per share - basic
 
$
(0.21
)

$
(0.12
)

$
(1.60
)

$
0.03

Net income (loss) per share - diluted
 
$
(0.21
)

$
(0.12
)

$
(1.60
)

$
0.03

Weighted average number of shares outstanding:
 
 
 
 
 



Basic
 
24,345

 
24,138

 
24,283


24,477

Diluted
 
24,345

 
24,138

 
24,283


24,596

Cash dividends declared per common share
 
$

 
$
0.10

 
$
0.04


$
0.30


The accompanying notes are an integral part of these condensed consolidated financial statements.

2


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)



Three Months Ended June 30,

Nine Months Ended June 30,
 

2016

2015

2016

2015
 

(In thousands, except per share amounts)
Net income (loss)

$
(5,069
)

$
(2,975
)

$
(38,751
)

$
674

Other comprehensive income (loss) (net of tax):








Equity interest in investee's unrealized gains (losses) on hedging derivatives, net of taxes(1)



2


(1
)

19

Comprehensive income (loss)

$
(5,069
)

$
(2,973
)

$
(38,752
)

$
693

(1)The tax effect during the three months and nine months ended June 30, 2016 and 2015 was not significant.


The accompanying notes are an integral part of these condensed consolidated financial statements.


3


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (UNAUDITED)

 
 
Common Stock
 
Preferred Stock
 
Paid-in
Capital - Common
 
Paid-in
Capital - Preferred
 
Treasury Stock
 
Retained
Earnings (Deficit)
 
Accumulated Other Comprehensive Income (Loss)
 
Total
Shareholders’
Equity
 
 
Shares
 
Amount
 
Shares
 
Amount
 
 
Shares
 
Amount
 
 
 
(In thousands)
Balance as of September 30, 2015
 
31,098


$
3




$


$
178,202


$


6,865


$
(97,388
)

$
32,638


$
20


$
113,475

Net loss
 
















(38,751
)



(38,751
)
Issuance of Series A Convertible Preferred Stock
 




700






68,836










68,836

Issuance of common stock under employee plans
 
117





















Shares withheld for payroll taxes
 
(3
)







(12
)











(12
)
Stock-based compensation
 








3,208












3,208

Common stock cash dividends
 
















(972
)



(972
)
Preferred stock cash dividends
 
















(101
)



(101
)
Equity interest in investee's unrealized losses on hedging derivatives, net of tax
 


















(1
)

(1
)
Balance as of June 30, 2016
 
31,212


$
3


700


$


$
181,398


$
68,836


6,865


$
(97,388
)

$
(7,186
)

$
19


$
145,682


The accompanying notes are an integral part of these condensed consolidated financial statements.

4


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
 
Nine Months Ended June 30,
 
 
2016
 
2015
 
 
(In thousands)
Cash flows from operating activities:
 
 
 
 
Net income (loss)
 
$
(38,751
)
 
$
674

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation and amortization
 
11,358

 
13,169

Amortization of assets subject to financing obligation
 
2,012

 
1,396

Amortization of held-to-maturity investments
 
387

 
1,348

Bad debt expense
 
931

 
749

Stock-based compensation
 
3,208

 
2,974

Deferred income taxes
 
27,928

 
184

Equity in earnings of unconsolidated affiliates
 
(290
)
 
(393
)
Training equipment credits earned, net
 
(716
)
 
(815
)
(Gain) loss on disposal of property and equipment
 
89

 
(5
)
Changes in assets and liabilities:
 
 
 
 
Restricted cash: Title IV credit balances
 
322

 
382

Receivables
 
11,221

 
(869
)
Prepaid expenses and other current assets
 
(1,535
)
 
(187
)
Other assets
 
(83
)
 
(807
)
Accounts payable and accrued expenses
 
(3,217
)
 
3,040

Deferred revenue
 
(17,358
)
 
(16,035
)
Income tax payable/receivable
 
(5,973
)
 
(4,661
)
Accrued tool sets and other current liabilities
 
359

 
(9
)
Deferred rent liability
 
(1,372
)
 
(323
)
Other liabilities
 
648

 
23

Net cash used in operating activities
 
(10,832
)
 
(165
)
Cash flows from investing activities:
 
 
 
 
Purchase of property and equipment
 
(6,695
)
 
(21,746
)
Proceeds from disposal of property and equipment
 
20

 
3

Purchase of investments
 

 
(26,061
)
Proceeds received upon maturity of investments
 
24,569

 
32,380

Acquisitions
 
(1,500
)


Investment in unconsolidated affiliates
 
(1,000
)
 

Capitalized costs for intangible assets
 
(575
)
 
(438
)
Return of capital contribution from unconsolidated affiliate
 
359

 
346

Restricted cash: proprietary loan program
 
2,258

 
1,561

Net cash provided by (used in) investing activities
 
17,436

 
(13,955
)
Cash flows from financing activities:
 
 
 
 
Proceeds from sale of preferred stock, net of issuance costs paid
 
69,214

 

Payment of common stock cash dividends
 
(1,457
)
 
(7,310
)
Payment of financing obligation
 
(542
)
 
(502
)
Payment of payroll taxes on stock-based compensation through shares withheld
 
(12
)
 
(39
)
Purchase of treasury stock
 

 
(6,119
)
Net cash provided by (used in) financing activities
 
67,203

 
(13,970
)
Net increase (decrease) in cash and cash equivalents
 
73,807

 
(28,090
)
Cash and cash equivalents, beginning of period
 
29,438

 
38,985

Cash and cash equivalents, end of period
 
$
103,245

 
$
10,895


The accompanying notes are an integral part of these condensed consolidated financial statements.

5




UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED), continued
 
 
Nine Months Ended June 30,
 
 
2016
 
2015
 
 
(In thousands)
Supplemental disclosure of cash flow information:
 
 
 
 
Taxes paid
 
$
1,713

 
$
7,036

Interest paid
 
$
2,583

 
$
1,677

Training equipment obtained in exchange for services
 
$
2,346

 
$
483

Depreciation of training equipment obtained in exchange for services
 
$
1,000

 
$
886

Change in accrued capital expenditures during the period
 
$
2,075

 
$
224

Dividends payable
 
$
101

 
$

Preferred stock issuance costs accrued
 
$
378

 
$

Construction period construction liability - construction in progress
 
$

 
$
7,488

Construction period financing obligation - building
 
$

 
$
(4,825
)
The accompanying notes are an integral part of these condensed consolidated financial statements.

6


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
($’s in thousands, except per share amounts)




1.    Nature of the Business

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 undergraduate full-time student enrollment and graduates. We offer undergraduate degree or diploma programs at 12 campuses across the United States under the banner of several well-known brands, including Universal Technical Institute, Motorcycle Mechanics Institute and Marine Mechanics Institute and NASCAR Technical Institute. 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.

We work closely with leading original equipment manufacturers (OEMs) in the automotive, diesel, motorcycle and marine industries 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, as well as from various veterans benefits programs. For further discussion, see Note 2 "Summary of Significant Accounting Policies - Concentration of Risk" and Note 18 “Government Regulation and Financial Aid” included in our 2015 Annual Report on Form 10-K filed with the SEC on December 2, 2015.
2.    Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, our condensed consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements. Normal and recurring adjustments considered necessary for a fair statement of the results for the interim periods have been included. Operating results for the three months and nine months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending September 30, 2016. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2015 Annual Report on Form 10-K filed with the SEC on December 2, 2015.

The unaudited condensed consolidated financial statements include the accounts of Universal Technical Institute, Inc. and our wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated.

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.
3.    Recent Accounting Pronouncements
    
In June 2016, the Financial Accounting Standards Board (FASB) issued guidance which changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. The guidance is effective for fiscal years, including interim periods within those years, beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the impact that the standard will have on our results of operations, financial condition and financial statement disclosures.


7


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
($’s in thousands, except per share amounts)



In March 2016, the FASB issued guidance intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. The guidance is effective for annual periods, including interim periods within those periods, beginning after December 15, 2016, with early adoption permitted. We do not anticipate that the update will have a material impact on our results of operations, financial condition or financial statement disclosures.

In February 2016, the FASB issued guidance requiring lessees to recognize a right-of-use asset and a lease liability on the balance sheet for substantially all leases, with the exception of short-term leases. Leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition in the statement of income. The guidance is effective for annual periods, including interim periods within those periods, beginning after December 15, 2018 with early adoption permitted. We are currently evaluating the impact that the update will have on our results of operations, financial condition and financial statement disclosures.

In January 2016, the FASB issued guidance related to the classification and measurement of financial instruments. The guidance primarily impacts the accounting for equity investments other than those accounted for using the equity method of accounting, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. Additionally, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The accounting for other financial instruments, such as loans, investments in debt securities and financial liabilities is largely unchanged. The guidance is effective for annual periods, including interim periods within those periods, beginning after December 15, 2017 with early adoption permitted. We are currently evaluating the adoption methods and the impact that the update will have on our results of operations, financial condition and financial statement disclosures.

In November 2015, the FASB issued guidance which simplifies the balance sheet classification of deferred taxes. The guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. This guidance is effective for public business entities for annual periods, and for interim periods within those periods, beginning after December 15, 2016 with early adoption permitted. While the guidance will have an impact on our balance sheet classification, we do not anticipate it will have a material impact on our results of operations, financial condition or financial statement disclosures.
    
In April 2015, the FASB issued guidance related to customers accounting for fees paid in a cloud computing arrangement. The guidance provides clarification on whether a cloud computing arrangement includes a software license. If an arrangement includes a software license, then the software license element is accounted for consistent with the acquisition of other such licenses. If the arrangement does not include a software license, the arrangement is accounted for as a service contract. Entities have the option of adopting the guidance retrospectively or prospectively. The guidance is effective for annual periods, including interim periods within those periods, beginning after December 15, 2015 with early adoption permitted. We do not anticipate that the guidance will have a material impact on our results of operations, financial condition or financial statement disclosures.

In February 2015, the FASB issued guidance which changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. Specifically, the amendments (1) modify the evaluation of whether limited partnerships with similar legal entities are variable interest entities (VIEs) or voting interest entities, (2) eliminate the presumption that a general partner should consolidate a limited partnership, (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships and (4) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. Entities have the option of using a full or modified retrospective approach to adopt the guidance. This guidance is effective for public business entities for fiscal years, and for interim periods within

8


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
($’s in thousands, except per share amounts)



those fiscal years, beginning after December 15, 2015 with early adoption permitted. We do not anticipate it will have a material impact on our results of operations, financial condition or financial statement disclosures.

In May 2014, the FASB issued guidance which outlines a single comprehensive revenue model for entities to use in accounting for revenue arising from contracts with customers. The guidance supersedes most current revenue recognition guidance, including industry-specific guidance, and requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. Entities have the option of using either a full retrospective or modified approach to adopt the guidance. In June 2015, the FASB deferred the effective date of the guidance by one year. This guidance is now effective for annual and interim reporting periods beginning after December 15, 2017, and early adoption is now permitted for annual and interim reporting periods beginning after December 15, 2016. In 2016, the FASB issued further guidance that offers narrow scope improvements and clarifies certain implementation issues related to revenue recognition, including principal versus agent considerations, the identification of performance obligations and licensing. These additional updates have the same effective date as the new revenue guidance. We are currently evaluating the adoption methods and the impact that the update will have on our results of operations, financial condition and financial statement disclosures.

4.  Investments
We invest in pre-funded municipal bonds, which are generally secured by escrowed-to-maturity U.S. Treasury notes. Municipal bonds represent debt obligations issued by states, cities, counties and other governmental entities, which earn interest that is exempt from federal income taxes. Additionally, we invest in certificates of deposit issued by financial institutions and 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 our investments until maturity and therefore classify these investments as held-to-maturity and report them at amortized cost.
 
Amortized cost and fair value for investments classified as held-to-maturity at June 30, 2016 were as follows:
 
 
 
 
 
 
 
 
 
Estimated
 
 
Amortized
 
Gross Unrealized
 
Fair Market
 
 
Cost
 
Gains
 
Losses
 
Value
Due in less than 1 year:
 
 
 
 
 
 
 
 
Municipal bonds
 
$
2,742

 
$

 
$

 
$
2,742

Corporate bonds
 
1,360

 

 

 
1,360

Certificates of deposit
 
747

 

 

 
747

 
 
$
4,849

 
$

 
$

 
$
4,849



9


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
($’s in thousands, except per share amounts)



Amortized cost and fair value for investments classified as held-to-maturity at September 30, 2015 were as follows:
 
 
 
 
 
 
 
 
 
Estimated
 
 
Amortized
 
Gross Unrealized
 
Fair Market
 
 
Cost
 
Gains
 
Losses
 
Value
Due in less than 1 year:
 
 
 
 
 
 
 
 
Municipal bonds
 
$
13,117

 
$
14

 
$
(1
)
 
$
13,130

Corporate bonds
 
11,402

 
1

 
(10
)
 
11,393

Certificates of deposit
 
3,567

 

 

 
3,567

Due in 1 - 2 years:
 
 
 
 
 
 
 
 
Municipal bonds
 
771

 
2

 

 
773

Corporate bonds
 
201

 

 

 
201

Certificates of deposit
 
747

 

 

 
747

 
 
$
29,805

 
$
17

 
$
(11
)
 
$
29,811

Investments are exposed to various risks, including interest rate, market and credit risk, and 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 balance sheets and condensed consolidated statements of income (loss).

5.  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 and Level 3, defined as unobservable inputs that are not corroborated by market data. Any transfers of investments between levels occurs at the end of the reporting period.
Assets measured or disclosed at fair value on a recurring basis consisted of the following:
 
 
 
 
 
Fair Value Measurements Using
 
 
June 30, 2016
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Money market funds
 
$
99,176

 
$
99,176

 
$

 
$

Corporate bonds
 
1,360

 
1,360

 

 

Municipal bonds
 
2,742

 

 
2,742

 

Certificates of deposit
 
747

 

 
747

 

Total assets at fair value on a recurring basis
 
$
104,025

 
$
100,536

 
$
3,489

 
$



10


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
($’s in thousands, except per share amounts)



 
 
 
 
Fair Value Measurements Using
 
 
September 30, 2015
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Money market funds
 
$
24,369

 
$
24,369

 
$

 
$

Corporate bonds
 
11,594

 
11,594

 

 

Municipal bonds
 
13,903

 

 
13,903

 

Certificates of deposit
 
4,314

 

 
4,314

 

Total assets at fair value on a recurring basis
 
$
54,180

 
$
35,963

 
$
18,217

 
$


Our Level 2 investments are valued using readily available pricing sources which utilize market observable inputs, including the current interest rate for similar types of instruments.

6.   Property and Equipment, net
Property and equipment, net consisted of the following:
 
 
 
Depreciable
Lives (in years)
 
June 30, 2016
 
September 30, 2015
Land
 
 
$
3,189

 
$
3,189

Buildings and building improvements
 
30-35
 
78,817

 
79,555

Leasehold improvements
 
1-28
 
39,423

 
39,326

Training equipment
 
3-10
 
93,229

 
87,795

Office and computer equipment
 
3-10
 
37,787

 
38,776

Curriculum development
 
5
 
18,702

 
18,716

Software developed for internal use
 
3-5
 
11,865

 
11,859

Vehicles
 
5
 
1,237

 
1,233

Construction in progress
 
 
1,622

 
3,941

 
 
 
 
285,871

 
284,390

Less accumulated depreciation and amortization
 
 
 
(168,664
)
 
(160,246
)
 
 
 
 
$
117,207

 
$
124,144


The following amounts, which are included in the above table, represent assets financed by financing obligations resulting from the build-to-suit arrangements at our Lisle, Illinois and Long Beach, California campuses:
 
 
June 30, 2016
 
September 30, 2015
Buildings and building improvements
 
$
45,816

 
$
45,816

Less accumulated depreciation and amortization
 
(5,492
)
 
(3,480
)
Assets financed by financing obligations, net
 
$
40,324

 
$
42,336



11


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
($’s in thousands, except per share amounts)



7.   Investment in Unconsolidated Affiliates

We have an equity interest in a joint venture related to the lease of our Lisle, Illinois campus facility (JV). 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 condensed consolidated balance sheets. We recognize our proportionate share of the net income or loss during each accounting period and any return of capital as a change in our investment.

Currently, the JV uses an interest rate cap to manage interest rate risk associated with its floating rate debt.  This derivative instrument is 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 is initially reported as a component of the JV’s accumulated other comprehensive income or loss, net of tax, and is subsequently reclassified into earnings when the hedged transaction affects earnings.  Any ineffective portion of the gain or loss is 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. 

Additionally, in February 2016, we made an investment in and entered into a licensing agreement with Pro-MECH Learning Systems, LLC (Pro-MECH), a company that provides comprehensive technician development programs and shop operations services. This investment, which included $0.7 million in cash as well as the conversion of a $0.3 million note receivable extended during the first quarter of 2016, resulted in our ownership of 25% of the outstanding equity interests of Pro-MECH. The $1.0 million initial investment is accounted for under the equity method of accounting and is included in other assets in our condensed consolidated balance sheets. We recognize our proportionate share of the net income or loss during each accounting period and any return of capital as a change in our investment.
Investment in unconsolidated affiliates consisted of the following:
 
 
June 30, 2016
 
September 30, 2015
 
 
Carrying Value
 
Ownership Percentage
 
Carrying Value
 
Ownership Percentage
Investment in JV
 
$
4,023

 
27.972
%
 
$
3,986

 
27.972
%
 
 
 
 
 
 
 
 
 
Investment in Pro-MECH
 
$
893

 
25.000
%
 
$

 


12


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
($’s in thousands, except per share amounts)




Investment in unconsolidated affiliates included the following activity during the period:
 
 
Nine Months Ended June 30,
 
 
2016
 
2015
Balance at beginning of period
 
$
3,986

 
$
3,903

Investment in unconsolidated affiliate
 
1,000

 

Equity in earnings of unconsolidated affiliates
 
290

 
393

Return of capital contribution from unconsolidated affiliates
 
(359
)
 
(346
)
Equity interest in investee's unrealized gains (losses) on hedging derivatives, net of taxes
 
(1
)
 
19

Balance at end of period
 
$
4,916

 
$
3,969


8.   Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following:
 
 
 
June 30, 2016
 
September 30, 2015
Accounts payable
 
$
7,323

 
$
14,498

Accrued compensation and benefits
 
22,734

 
17,534

Other accrued expenses
 
7,348

 
10,588

 
 
$
37,405

 
$
42,620


9.   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.

During the three months ended March 31, 2016, there were several pieces of negative evidence that contributed to our conclusion that a valuation allowance was appropriate against all deferred tax assets that rely upon future taxable income for their realization. This negative evidence included (1) a significant pre-tax loss during the three months ended March 31, 2016, (2) deterioration in leading indicators, such as applications and new student starts, and projected population during the three months ended March 31, 2016, which negatively impacts projected future operating results, (3) financial projections that indicated we will be in a 3-year cumulative loss position during 2016 and (4) the continued challenging business and regulatory environment facing for-profit education institutions.

As a result of our assessment, we recorded a full valuation allowance during the three months ended March 31, 2016. The amount of the deferred tax assets considered realizable, however, could be adjusted in future

13


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
($’s in thousands, except per share amounts)



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.

Under Section 382 of the Internal Revenue Code, for income tax purposes only, we underwent a change in ownership as a result of a preferred stock issuance in June 2016 which is discussed in Note 11.  Under the IRC, a change in ownership occurs when a five percent shareholder, as measured by ownership value, increases their ownership in a loss corporation by more than 50 percentage points during the defined testing period; both common and preferred stock are included in the determination of ownership value. Since the purchaser of the preferred stock acquired ownership exceeding 50 percent of our total ownership value, this transaction qualified as a change in ownership under section 382 of the IRC only. Accordingly, certain deductions and losses will be subject to an annual Section 382 limitation.  The limitation will affect the timing of when these deductions and losses can be used and, in turn, will decrease or eliminate the amount of tax refund that we anticipate to receive by carrying back the losses that we may incur in future periods.  The limitation may cause us to make income tax payments even if a pre-tax loss is recorded in future periods.  The limitation may also cause the deductions and losses to expire unused.
The components of income tax expense are as follows:
 
 
Three Months Ended June 30,

Nine Months Ended June 30,
2016

2015
2016

2015
Current expense (benefit)
 











United States federal
 
$
(1,012
)

$
475


$
(4,388
)

$
1,577

State
 
(43
)

242


127


799

Total current expense (benefit)
 
(1,055
)

717


(4,261
)

2,376

Deferred (benefit) expense
 











United States federal
 


(1,874
)

24,877


176

State
 


(155
)

3,051


8

Total deferred (benefit) expense
 


(2,029
)

27,928


184

Total provision for income taxes
 
$
(1,055
)

$
(1,312
)

$
23,667


$
2,560


14


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
($’s in thousands, except per share amounts)




The income tax provision differs from the tax that would result from application of the statutory federal tax rate of 35% to pre-tax income for the period. The reasons for the differences are as follows:
 
 
Three Months Ended June 30,

Nine Months Ended June 30,
2016

2015
2016

2015
Income tax expense (benefit) at statutory rate
 
$
(2,158
)

$
(1,500
)

$
(5,294
)

$
1,132

State income taxes (benefits), net of federal tax benefit
 
(242
)

2


(400
)

528

Deferred tax asset write-off related to share based compensation
 


104


51


730

Increase in valuation allowance
 
1,407




29,356



Other, net
 
(62
)

82


(46
)

170

Total income tax expense (benefit)
 
$
(1,055
)

$
(1,312
)

$
23,667


$
2,560


Beginning in December 2013, certain stock-based compensation awards granted to employees expired, which required a write-off of the related deferred tax asset through income tax expense as our pro forma windfall pool of available excess tax benefits was no longer sufficient to absorb the shortfall. As a result of the full valuation allowance recorded on our deferred tax assets, any write-offs of deferred tax assets related to stock-based compensation, including those recorded in the current period, will have no impact on income tax expense. During the three months ended June 30, 2016, we wrote off $0.6 million related to stock-based compensation.

15


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
($’s in thousands, except per share amounts)




The components of the deferred tax assets (liabilities) recorded in the accompanying consolidated balance sheets were as follows:
 

June 30,

September 30,
2016

2015
Gross deferred tax assets:




Deferred compensation

$
1,636


$
1,784

Reserves and accruals

5,569


5,395

Accrued tool sets

1,356


1,460

Deferred revenue

20,075


19,606

Deferred rent liability

1,385


1,939

Net operating loss carryovers

992


83

State tax credit carryforwards

323


310

Valuation allowance

(29,173
)

(401
)
Total gross deferred tax assets

2,163


30,176

Gross deferred tax liabilities:




Amortization of goodwill

(3,140
)

(3,140
)
Depreciation and amortization of property and equipment

(93
)

(421
)
Prepaid and other expenses deductible for tax

(2,071
)

(1,828
)
Total gross deferred tax liabilities

(5,304
)

(5,389
)
Net deferred tax assets (liabilities)

$
(3,141
)

$
24,787


The following table summarizes the activity for the valuation allowance for the nine months ended June 30, 2016:
Balance at
Beginning of Period

Additions to Income
Tax Expense

Write-offs

Balance at End of
Period
$
401


$
29,356


$
(584
)

$
29,173


10.   Commitments and Contingencies
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 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

16


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
($’s in thousands, except per share amounts)



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.

In September 2012, we received a Civil Investigative Demand (CID) from the Attorney General of the Commonwealth of Massachusetts related to a pending investigation in connection with allegations that we caused false claims to be submitted to the Commonwealth relating to student loans, guarantees and grants provided to students at our Norwood, Massachusetts campus. The CID required us to produce documents and provide written testimony regarding a broad range of our business from September 2006 to September 2012. We responded timely to the request. The Attorney General made a follow-up request for documents, and we complied with this request in February 2013.  In response to a status update request from us, the Attorney General requested and we provided in April 2015 additional documents and information related to graduate employment at our Norwood, Massachusetts campus and our policies and practices for determining graduate employment. At this time, we cannot predict the eventual scope, duration, outcome or associated costs of this request, and accordingly we have not recorded any liability in the accompanying condensed consolidated financial statements.

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 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; 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 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 condensed consolidated balance sheet.

In substance, we provide the students who participate in this program with extended payment terms for a portion of their tuition and as a result, we account for the underlying transactions in accordance with our tuition revenue recognition policy. However, due to the nature of the program coupled with the extended payment terms required under the student loan agreements, collectability is not reasonably assured. Accordingly, we recognize tuition and loan origination fees financed by the loan and any related interest income required under the loan when such amounts are collected. All related expenses incurred with the bank or other service providers are expensed as incurred within educational services and facilities expense and were approximately $0.3 million for each of the three months ended June 30, 2016 and 2015, respectively, and approximately $1.1 million for each of the nine months ended June 30, 2016 and 2015. Since loan collectability is not reasonably assured, the loans and related deferred tuition revenue are not recognized in our condensed consolidated balance sheets.

17


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
($’s in thousands, except per share amounts)



The following table summarizes the impact of the proprietary loan program on our tuition revenue and interest income during the period as well as on a cumulative basis at the end of each period in our condensed consolidated statements of income (loss). Tuition revenue and interest income excluded represents amounts which would have been recognized during the period had collectability of the related amounts been assured. Amounts collected and recognized represent actual cash receipts during the period.

 
 
Three Months Ended June 30,
 
Nine Months Ended June 30,
 
Inception
to date
 
 
2016
 
2015
 
2016

2015
 
Tuition and interest income excluded
 
$
5,197

 
$
5,940

 
$
17,361


$
18,717

 
$
137,454

Amounts collected and recognized
 
(1,969
)
 
(1,506
)
 
(5,341
)

(4,017
)
 
(19,260
)
Net amount excluded during the period
 
$
3,228

 
$
4,434

 
$
12,020


$
14,700

 
$
118,194

As of June 30, 2016, we had committed to provide loans to our students for approximately $139.9 million since inception.

The following table summarizes the activity related to the balances outstanding under our proprietary loan program, including loans outstanding, interest and origination fees, which are not recognized in our condensed consolidated balance sheets. Amounts written off represent amounts which have been turned over to third party collectors; such amounts are not included within bad debt expense in our condensed consolidated statements of income (loss).

 
 
Nine Months Ended June 30,
 
 
2016
 
2015
Balance at beginning of period
 
$
74,664

 
$
70,759

Loans extended
 
13,483

 
14,326

Interest accrued
 
2,856

 
2,233

Amounts collected and recognized
 
(5,341
)
 
(4,017
)
Amounts written off
 
(11,113
)
 
(8,704
)
Balance at end of period
 
$
74,549

 
$
74,597


11.  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 October 5, 2015, December 18, 2015 and March 31, 2016, we paid cash dividends of $0.02 per share to common stockholders of record as of September 28, 2015, December 4, 2015 and March 21, 2016, respectively, totaling approximately $1.5 million. 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 June 30, 2016 and September 30, 2015, 700,000 and 0 shares of Series A Convertible Preferred Stock (Series A Preferred Stock), respectively, were issued and outstanding. The liquidation preference associated with the Series A Preferred Stock was $100 per share at June 30, 2016.

18


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
($’s in thousands, except per share amounts)




Series A Convertible Preferred Stock

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 are intended to be used to fund strategic long-term growth initiatives, including the expansion to new markets of campuses on a scale similar to our Long Beach, California and Dallas/Ft. Worth, Texas campuses and the creation of new programs in existing markets with under-utilized campus facilities. Additionally, we may use the proceeds to fund strategic acquisitions that complement our core business. 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 pursuant to the Purchase Agreement and set forth in the Certificate of Designations (Certificate) 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). Such dividend shall be paid 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 accrued Cash Dividends of $0.1 million at June 30, 2016.

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.

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

19


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
($’s in thousands, except per share amounts)



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 agreement 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.

Voting

Holders of shares of Series A Preferred Stock will be entitled to vote with the holders of shares of common stock on an as-converted basis. The holders of the Series A Preferred Stock may vote only to an extent not to exceed 4.99% of the aggregate voting power of all of our voting stock outstanding (Investor Voting Cap), until such time that we seek regulatory approval to remove this cap. Additionally, a majority of the voting power of the Series A Preferred Stock must approve certain significant actions, including, among others, the issuance of certain equity securities; the repurchase, redemption or acquisition of our common stock; the incurrence of debt; the payment of dividends or distributions to any junior stock prior to December 31, 2017; the consummation of certain acquisitions, mergers or other such transactions; and the sale of material assets.

Coliseum Capital Management, LLC, an affiliate of the Purchaser, and its affiliates also beneficially owns 3,601,724 shares, or approximately 14.9%, of our common stock, as reported in a form 13D filed with the SEC on March 21, 2016. There is no voting limitation on this common stock.

Conversion

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 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 Conversion by Purchaser

Shares of Series A Preferred Stock are convertible in common stock at any time at the option of the holder. The Series A Preferred Stock may be converted only to the extent that the number of shares of common stock issued upon conversion does not exceed 4.99% of the total share of common stock outstanding on the issue date (Conversion Cap). The Conversion Cap was calculated to be 1,225,227 shares on the issue date of June 24, 2016, and may be removed upon common stockholder approval.    

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 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 shares of Series A Preferred Stock be automatically converted into our common stock at the conversion rate. We

20


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
($’s in thousands, except per share amounts)



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 shares of the Series A Preferred Stock at a premium.

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 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

21


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
($’s in thousands, except per share amounts)



Rights agreement provides that we shall bear all expenses associated with the registration, with the exception of underwriting discounts and commissions and brokerage fees.
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. We did not repurchase shares during the nine months ended June 30, 2016. As of June 30, 2016, we have purchased 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 Purchase Agreement, stock purchases under this program require the approval of a majority of the voting power of the Series A Preferred Stock.

Stockholder Rights Agreement

On June 29, 2016, our Board of Directors authorized the adoption of a stockholder Rights Agreement to protect against any potential future use of coercive or abusive takeover techniques and to ensure that our stockholders are not deprived of the opportunity to realize the full and fair value of their investment. This agreement, which expires on June 28, 2017, mitigates the risk of any person or group from acquiring beneficial ownership of 15% or more of our outstanding common stock, or, in the case of any person or group that already owns 15% or more of the outstanding common stock, an additional 0.25%.

Under this agreement, our Board of Directors declared a dividend of one preferred stock purchase right for each outstanding share of common stock, payable to holders of record as of the close of business on July 11, 2016. Each right, which is exercisable only in the event of potential takeover, initially entitles the holder to purchase one one-thousandth of a share of a newly authorized series of participating preferred stock designated as Series E Junior Participating Preferred Stock, with a par value of $0.0001 per share and a purchase price of $9.00 per share, subject to adjustment. Each share of Series E Junior Participating Preferred Stock shall entitle the holder to 1,000 votes on all matters submitted to a vote of our stockholders.

12.   Earnings per Share

Basic net income (loss) per share has historically been calculated by dividing net income (loss) attributable to common stock by the weighted average number of common shares outstanding for the period. 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. As such, for periods subsequent to the issuance of the Series A Preferred Stock, we calculated basic earnings per share pursuant to the two-class method. 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 income (loss) per 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. The two-class method was not applicable for the three months and nine months ended June 30, 2015.


22


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
($’s in thousands, except per share amounts)



Diluted net income per share is calculated using the more dilutive of the as-converted or the two-class method. The two-class method assumes conversion of all potential shares other than 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 net income (loss) amounts are the same for the three months and nine months ended June 30, 2016 and for the three months ended June 30, 2015 as a result of the potentially dilutive securities being antidilutive due to a net loss. The following table summarizes the computation of basic and diluted income (loss) per share under the as-converted method:
 
 
 
Three Months Ended June 30,
 
Nine Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands)
Income (loss) available for distribution
 
$
(5,170
)
 
$
(2,975
)
 
$
(38,852
)
 
$
674

 
 
 
 
 
 
 
 
 
Weighted average number of shares
 
 
 
 
 
 
 
 
Basic shares outstanding
 
24,345

 
24,138

 
24,283

 
24,477

Dilutive effect related to employee stock plans
 

 

 

 
119

Diluted shares outstanding
 
24,345

 
24,138

 
24,283

 
24,596

 
 
 
 
 
 
 
 
 
Net income (loss) per share - basic
 
$
(0.21
)
 
$
(0.12
)
 
$
(1.60
)
 
$
0.03

Net income (loss) per share - diluted
 
$
(0.21
)
 
$
(0.12
)
 
$
(1.60
)
 
$
0.03


The following table summarizes the potential weighted average shares of common stock that were excluded from the determination of our diluted shares outstanding as they were anti-dilutive:


Three Months Ended June 30,

Nine Months Ended June 30,


2016

2015

2016

2015


(In thousands)
Outstanding stock-based grants

778


399


834


646

Convertible preferred stock

1,386




460





2,164


399


1,294


646



23


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
($’s in thousands, except per share amounts)



13.   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 financing obligation.
Summary information by reportable segment is as follows:
 
 
Three Months Ended June 30,
 
Nine Months Ended June 30,
 
 
2016
 
2015
 
2016

2015
Revenues
 
 
 
 
 



Postsecondary Education
 
$
79,156

 
$
82,098

 
$
250,558


$
263,101

Other
 
3,110

 
3,008

 
9,673


8,920

Consolidated
 
$
82,266

 
$
85,106

 
$
260,231


$
272,021

Income (loss) from operations
 
 
 
 
 



Postsecondary Education
 
$
(4,297
)
 
$
(3,296
)
 
$
(10,206
)

$
6,055

Other
 
(1,153
)
 
(700
)
 
(3,207
)

(2,049
)
Consolidated
 
$
(5,450
)
 
$
(3,996
)
 
(13,413
)

4,006

Depreciation and amortization(1)
 
 
 
 
 



Postsecondary Education
 
$
4,180

 
$
4,678

 
$
12,902


$
14,327

Other
 
167

 
97

 
468


238

Consolidated
 
$
4,347

 
$
4,775

 
$
13,370


$
14,565

Net income (loss)
 
 
 
 
 



Postsecondary Education
 
$
(4,426
)
 
$
(2,626
)
 
$
(37,366
)

$
1,636

Other
 
(643
)
 
(349
)
 
(1,385
)

(962
)
Consolidated
 
$
(5,069
)
 
$
(2,975
)
 
$
(38,751
)

$
674

 
 
 
 
 
 



 
 
 
 
 
 

 
 
 
 
 
 
June 30, 2016

September 30, 2015
Goodwill
 
 
 
 
 



Postsecondary Education
 
 
 
 
 
$
8,222


$
8,222

Other
 
 
 
 
 
783



Consolidated
 
 
 
 
 
$
9,005


$
8,222

Total assets
 
 
 
 
 



Postsecondary Education
 
 
 
 
 
$
276,897


$
266,922

Other
 
 
 
 
 
8,136


7,380

Consolidated
 
 
 
 
 
$
285,033


$
274,302

(1) Excludes depreciation of training equipment obtained in exchange for services of $0.4 million and $0.3 million for the three months ended June 30, 2016 and 2015, respectively, and of $1.0 million and $0.9 million for the nine months ended June 30, 2016 and 2015, respectively.

24


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
($’s in thousands, except per share amounts)



14.  Acquisitions

On February 9, 2016, we entered into an agreement to acquire substantially all of the assets of BrokenMyth Studios, LLC (BMS), a New York-based full production studio that offers a variety of services, including system architecture design, application and website development, interactive media development and digital technical training for diesel, medical and industrial equipment companies.
The cash purchase price for this transaction was $1.5 million and the acquisition includes potential contingent consideration payments in the future. The payment of the contingent consideration, which has a maximum value of $0.9 million, is based upon BMS’s achievement of certain operating income metrics over the three-year period following the date of acquisition. On the acquisition date, we estimated the fair value of the contingent consideration to be $0.2 million using a discounted cash flow valuation method encompassing unobservable inputs, including projected operating results for the performance period and the discount rate applied. As of June 30, 2016, we have recorded no changes to the estimated fair value of the contingent consideration.
We incurred transaction costs of less than $0.1 million for this acquisition, which are included within selling, general and administrative expenses on our condensed consolidated statements of income (loss). We accounted for the acquisition as a business combination and allocated the purchase price to the assets acquired at fair value as summarized below:
 
 
Purchase Price Allocation
 
Useful Life (Years)
BMS brand
 
$
488

 
5
Work in process
 
224

 
0.25
Customer relationships
 
250

 
5
Goodwill
 
783

 
Indefinite
Total assets acquired
 
1,745

 
 
Less: Fair value of contingent consideration
 
(245
)
 
 
Cash paid for acquisition (purchase price)
 
$
1,500

 
 
We determined the fair value of the assets acquired based on assumptions that reasonable market participants would use while employing the concept of highest and best use of each respective item. No liabilities were assumed in this transaction. The BMS brand intangible was valued using the relief-from-royalty method, which represents the benefit of owning the intangible as opposed to paying royalties for its use. The remaining intangibles were valued using income or replacement cost approaches. We determined that the acquired intangibles are finite-lived and we are amortizing them on a straight-line basis that reflects the pattern in which we expect the economic benefits of such assets to be consumed. Additionally, we recorded approximately $0.8 million in goodwill as a result of this acquisition, which is expected to be deductible for tax purposes. The goodwill is primarily attributable to future earnings potential and to other intangibles that do not qualify for separate recognition, such as assembled workforce. We have included BMS in our Other reportable segment.
The operating results of BMS are included in our condensed consolidated financial statements from the date of the acquisition forward. We have not provided pro forma information or the revenue and operating results of the acquired entity because its results of operations are not material to our condensed consolidated results of operations.

25


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
($’s in thousands, except per share amounts)



15.  Government Regulation and Financial Aid

In connection with the issuance of our Series A Preferred Stock in June 2016, we received a request from the U.S. Department of Education (ED) to provide a monthly student roster and a biweekly cash flow projection. We intend to comply with these reporting requirements.

On June 16, 2016, ED published a notice of proposed rulemaking in the Federal Register proposing amendments to regulations regarding, among other things, the ability of borrowers to obtain discharges of their obligations to repay certain Title IV loans and the circumstances that require institutions to provide letters of credit or other financial protection to ED. The proposed regulations would:

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 loans based on certain acts or omissions of the institution. The regulations would also expand the types of defenses available for loans first disbursed on or after July 1, 2017. If ED approves the 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 the discharged amounts from the institution.

expand the list of actions or events that would require an institution to provide ED with a letter of credit or other form of acceptable financial protection. The specified list of events is extensive and includes, among other triggers, the filing of certain lawsuits by the institution's oversight entities, the filing and non-dismissal of certain False Claims Act or private party lawsuits following a summary judgment motion, the settlement of or incurring of liabilities arising from certain lawsuits or administrative actions against the institution in excess of prescribed amounts, certain state or accrediting agency actions, certain defaults on loan agreements and obligations, failure to comply with the 90/10 Rule, certain amounts of students enrolled in programs that do not pass gainful employment measures, cohort default rates above prescribed thresholds, or an ED requirement that the institution repay losses from borrower defense claims in excess of prescribed amounts or other events described in the proposed regulations or that ED determines is reasonably likely to have a material adverse effect on the financial condition, business or results of operations of the institution.

require proprietary institutions with student loan repayment rates (as defined in the regulations) below prescribed thresholds to provide an ED-prepared warning to prospective and enrolled students, as well as placement of the warning on its website and in all promotional materials and advertisements.

prohibit certain contractual provisions regarding dispute resolution processes, such as mandatory pre-dispute arbitration agreements or class action waivers, and require certain notifications and disclosures by institutions regarding their use of arbitration.

The proposed regulations are subject to further revision by ED following a notice and comment period. ED has indicated it intends to issue their final regulations on or before November 1, 2016 with an anticipated effective date of July 1, 2017. However, we cannot predict the publication or effective date of the final regulations, nor the form of the final regulations that may be adopted following the comment period. We will continue to monitor this activity.


26


Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in this report and those in our 2015 Annual Report on Form 10-K filed with the SEC on December 2, 2015. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in such forward-looking statements as a result of certain factors, including but not limited to those described under “Risk Factors” in our 2015 Annual Report on Form 10-K and included in Part II, Item 1A of this report. See also "Special Note Regarding Forward-Looking Statements" on page ii of this report.


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 undergraduate enrollment and graduates. We offer undergraduate degree or diploma programs at 12 campuses across the United States. We also offer MSAT programs, including student-paid electives, at our campuses and manufacturer or dealer sponsored training at certain campuses and dedicated training centers. We have provided technical education for 51 years.

We work closely with leading OEMs in the automotive, diesel, motorcycle and marine industries to understand their needs for qualified service professionals. Through our relationships with OEMs, we are able to continuously refine and expand our programs and curricula. We believe our industry-oriented educational philosophy and national presence have enabled us to develop valuable industry relationships, which provide us with significant competitive strength and support our market leadership. We are a primary, and often the sole, provider of MSAT programs, and we have relationships with over 30 OEMs. 
    
Participating manufacturers typically assist us in the development of course content and curricula, while providing us with vehicles, equipment, specialty tools and parts at reduced prices or at no charge. In some instances they pay for students’ tuition. Our collaboration with OEMs enables 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 partners and their dealers benefit from a supply of technicians who are certified or credentialed by the manufacturer as graduates of the MSAT programs. The MSAT programs offer a cost-effective alternative for sourcing and developing technicians for both OEMs and their dealers. These relationships also support the development of incremental revenue opportunities from training the OEMs’ existing employees.

2016 Overview

Operations

Lower student population levels as we began 2016 and fewer new student starts during the period resulted in a decline of 8.3% in our average undergraduate full-time student enrollment to approximately 11,100 students for the three months ended June 30, 2016. We started approximately 1,600 students during the three months ended June 30, 2016, which was a decrease of 15.8% from the prior year comparable period. For the nine months ended June 30, 2016, we started approximately 5,700 students, which represents a decrease of 10.9% as compared to the prior year comparable period.


27


Several factors continue to challenge our ability to start new students, including the following:

Changes to ED's incentive compensation regulations, which became effective July 1, 2011, limited the means by which we may compensate our admissions representatives and required significant changes to our compensation and performance management processes;
Competition for prospective students continues to increase from within our sector and from market employers, as well as with traditional post-secondary educational institutions;
Access to military bases for student recruitment; our access to bases has become more limited due to changes in the Transition Assistance Program (Transition Goals, Plans, Success) and increased enforcement of the Memorandum of Understanding requirement, as well as recent events within the education and training services industry;
The state of the general macro-economic environment and its impact on price sensitivity and the ability and willingness of students and their families to incur debt;
Unemployment; during periods when the unemployment rate declines or remains stable as it has in recent years, prospective students have more employment options; and
Adverse media coverage, legislative hearings, regulatory actions and investigations by attorneys general and various agencies related to allegations of wrongdoing on the part of other companies within the education and training services industry, which have cast the industry in a negative light.
In response to these challenges, we continue to focus on our key strategies. We continue to add and renew contracts with our OEM partners as well as other employers to provide career opportunities and tuition reimbursement for our graduates. We opened our Long Beach, California campus in August 2015 and continue to evaluate potential sites for an additional new campus location. Additionally, we plan to begin offering two new programs, welding and CNC (computer numeric control) machining, in 2017. We continue to work to help students choose course and program structures that make getting an education more affordable and to balance our scholarship offerings with increased financial support from employers of our graduates. During 2015, we launched an initiative designed to shift perceptions and build advocacy with key policy makers and influencers. Finally, we remain focused on operating our business as efficiently as possible and managing discretionary operating costs.
    
ED published guidance in November 2015 that eliminated certain restrictions on incentive compensation for admissions representatives. Specifically, ED reconsidered its previous interpretation and stated that its regulations do not prohibit compensation for admissions representatives that is based upon students’ graduation from, or completion of, educational programs.  Compensation based on enrolling students, however, continues to be prohibited. Please see further discussion in “Business - Regulatory Environment - Regulation of Federal Student Financial Aid Programs - Incentive Compensation” included in our 2015 Annual Report on Form 10-K filed with the SEC on December 2, 2015. We have begun making adjustments to the compensation practices for our admissions representatives which we believe will be compliant with ED's November 2015 guidance. The transition period for the new compensation structure will continue through calendar year 2018. We will continue to evaluate other compensation options under these regulations and guidance.
    
Our revenues for the three months ended June 30, 2016 were $82.3 million, a decline of $2.8 million, or 3.3%, from the comparable period in the prior year. We incurred an operating loss of $5.5 million compared to $4.0 million for the same period in the prior year. Our operating results were due in part to the decline in revenues, which, while partially offset by tuition rate increases, were negatively impacted by the decline in our average undergraduate full-time student enrollment. Additionally, our results of operations were impacted by the opening of our new campus in Long Beach, California in August 2015. For the three months ended June 30, 2016, this campus had revenues of $3.4 million and operating expenses of $4.8 million, including corporate overhead allocations of $1.4 million. Operating results were also impacted by an increase in compensation expense, which

28


was partially offset by decreases in advertising and tools and training aids expenses. We incurred a net loss of $5.1 million compared to $3.0 million, primarily as a result of the decline in revenues for the period.

Our revenues for the nine months ended June 30, 2016 were $260.2 million, a decline of $11.8 million, or 4.3%, from the comparable period in the prior year. We incurred an operating loss of $13.4 million compared to operating income of $4.0 million for the same period in the prior year. Our operating results were due in part to the decline in revenues, which, while partially offset by tuition rate increases, were negatively impacted by the decline in our average undergraduate full-time student enrollment. Additionally, our results of operations were impacted by the opening of our new campus in Long Beach, California in August 2015. For the nine months ended June 30, 2016, this campus had revenues of $7.9 million and operating expenses of $14.5 million, including corporate overhead allocations of $4.5 million. Operating results were also impacted by an increase in compensation expense, which was partially offset by decreases in advertising, depreciation and amortization and tools and training aids expenses. We incurred a net loss of $38.8 million compared to net income of $0.7 million, primarily as a result of the determination that an additional valuation allowance on our deferred tax assets was necessary, which resulted in related income tax expense of $29.4 million. The overall decline in revenues for the period was also a contributing factor to the net loss incurred during the nine months ended June 30, 2016.

Valuation Allowance

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. Assessing the need for a valuation allowance requires significant judgment, and we consider all available evidence, including our historical profitability and projections of future taxable income.

During the three months ended March 31, 2016, there were several pieces of negative evidence that contributed to our conclusion that a valuation allowance was appropriate against all deferred tax assets that rely upon future taxable income for their realization. This negative evidence included (1) a significant pre-tax loss during the three months ended March 31, 2016, (2) deterioration in leading indicators, such as applications and new student starts, and projected population during the three months ended March 31, 2016, which negatively impacts projected future operating results, (3) financial projections that indicated we will be in a 3-year cumulative loss position during 2016 and (4) the continued challenging business and regulatory environment facing for-profit education institutions.

As a result of our assessment, we recorded a full valuation allowance during the three months ended March 31, 2016. We will maintain a valuation allowance on our deferred tax assets until sufficient positive evidence exists to support its reversal. See Note 9 of the notes to our condensed consolidated financial statements within this Report on Form 10-Q for further discussion.

Transactions

On June 24, 2016, we entered into a Purchase Agreement with Coliseum Holdings I, LLC to sell 700,000 shares of Series A Preferred Stock for a total purchase price of $70.0 million. The proceeds from the offering are intended to be used to fund strategic long-term growth initiatives, including the expansion to new markets of campuses on a scale similar to our Long Beach, California and Dallas/Ft. Worth, Texas campuses and the creation of new programs in existing markets with under-utilized campus facilities. Additionally, we may use the proceeds to fund strategic acquisitions that complement our core business. See Note 11 of the notes to our condensed consolidated financial statements within this Report on Form 10-Q for further discussion.

29


    
In February 2016, we made an investment in and entered into a licensing agreement with Pro-MECH, a company that provides comprehensive technician development programs and shop operations services. This investment, which included $0.7 million in cash as well as the conversion of a $0.3 million note receivable extended during the first quarter of 2016, resulted in our ownership of 25% of the outstanding equity interests of this company. See Note 7 of the notes to our condensed consolidated financial statements within this Report on Form 10-Q for further discussion.

Also in February 2016, we acquired substantially all of the assets of BMS, a New York-based full production studio that offers a variety of services, including system architecture design, application and website development, interactive media development and digital technical training for diesel, medical and industrial equipment companies. The cash purchase price for this transaction was $1.5 million, and the acquisition includes potential contingent consideration payments in the future of up to $0.9 million. See Note 14 of the notes to our condensed consolidated financial statements within this Report on Form 10-Q for further discussion.

Industry Background

The market for qualified service technicians is large and growing. In the most recent data available, the United States Department of Labor (U.S. DOL) estimated that in 2014 there were approximately 739,900 employed automotive technicians in the United States, and this number was expected to increase by 5.3% from 2014 to 2024. Other 2014 estimates provided by the U.S. DOL indicate that the number of technicians in the other industries we serve, including diesel, collision, motorcycle and marine repair, are expected to increase by 12.0%, 9.2%, 5.9% and 2.7%, respectively. The need for technicians is due to a variety of factors, including technological advancement in the industries into which our graduates enter, a continued increase in the number of automobiles, trucks, motorcycles and boats in service, the increasing lifespan of late-model automobiles and light trucks and an aging workforce that has begun to retire. As a result of these factors, the U.S. DOL estimates that an average of approximately 37,200 new job openings will exist annually for new entrants from 2014 to 2024 in the fields that we serve, according to data collected. In addition to the increase in demand for newly qualified technicians, manufacturers, dealer networks, transportation companies and governmental entities with large fleets are outsourcing their training functions, seeking preferred education providers who can offer high quality curricula and have a national presence to meet the employment and advanced training needs of their national dealer networks.

Automotive Technology and Diesel Technology II Integration
    
We currently offer the Automotive Technology and Diesel Technology II curricula at our Avondale, Arizona; Dallas/Ft. Worth, Texas; Long Beach, California; Orlando, Florida and Sacramento, California campuses.

The U.S. Department of Veterans Affairs (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 criterion 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. Please see further discussion in “Business - Regulatory Environment - Other Federal and State Programs - Veterans' Benefits” included in our 2015 Annual Report on Form 10-K filed with the SEC on December 2, 2015.

Since July 2012, the Texas SAA has approved the use of Veterans benefits to fund tuition under our original Automotive Technology and Diesel Technology II delivery method at our Dallas/Ft. Worth, Texas campus. During 2015, we were in contact with the Texas SAA regarding a transition to an alternative delivery method for veterans at this campus, and the enrollment of veteran students at this campus was discontinued in July 2015.  The Texas SAA had communicated that the program at this campus remained approved until April 15, 2016. We submitted modifications to the Accrediting Commission of Career Schools and Colleges (ACCSC) and received ACCSC

30


approval in February 2016 and state approval in March 2016. During the three months ended June 30, 2016, we received approval to resume enrolling veteran students in the modified programs effective May 25, 2016.

Graduate Employment

Our consolidated graduate employment rate for our 2015 graduates during the nine months ended June 30, 2016 is below the rate at the same time in the prior year. The rate has improved slightly for our Marine program, while the rate has declined for our Automotive and Diesel Technology, Collision Repair and Motorcycle programs. While demand for our graduates remains strong, the rate declined since the prior year due to internal operational challenges that resulted in an employment verification backlog. We have worked to address such challenges throughout 2016 and, as a result, continue to see improvement in the year-over-year variance in the employment rate as of June 30, 2016.

Regulatory Environment

Accreditation

As previously discussed, in 2015, one of our programs at our Norwood, Massachusetts campus did not achieve ACCSC graduation or employment benchmarks and was placed on heightened monitoring status. Please see further discussion in “Business - Regulatory Environment - Accreditation” included in our 2015 Annual Report on Form 10-K filed with the SEC on December 2, 2015. The program had three graduates during the 2011 reporting period and we have decided to discontinue the program. We received ACCSC approval to discontinue the program in November 2015 and received confirmation in March 2016 that the heightened monitoring status is no longer applicable.

Regulation of Federal Student Financial Aid Programs

In connection with the issuance of our Series A Preferred Stock in June 2016, we received a request from ED to provide a monthly student roster and a biweekly cash flow projection. We intend to comply with these reporting requirements.

On June 16, 2016, ED published a notice of proposed rulemaking in the Federal Register proposing amendments to regulations regarding, among other things, the ability of borrowers to obtain discharges of their obligations to repay certain Title IV loans and the circumstances that require institutions to provide letters of credit or other financial protection to ED. The proposed regulations would:

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 loans based on certain acts or omissions of the institution. The regulations would also expand the types of defenses available for loans first disbursed on or after July 1, 2017. If ED approves the 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 the discharged amounts from the institution.

expand the list of actions or events that would require an institution to provide ED with a letter of credit or other form of acceptable financial protection. The specified list of events is extensive and includes, among other triggers, the filing of certain lawsuits by the institution's oversight entities, the filing and non-dismissal of certain False Claims Act or private party lawsuits following a summary judgment motion, the settlement of or incurring of liabilities arising from certain lawsuits or administrative actions against the institution in excess of prescribed amounts, certain state or accrediting agency actions, certain defaults on loan agreements and obligations, failure to comply with the 90/10 Rule, certain amounts of students enrolled in programs that do not pass gainful employment measures, cohort default rates above prescribed

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thresholds, or an ED requirement that the institution repay losses from borrower defense claims in excess of prescribed amounts or other events described in the proposed regulations or that ED determines is reasonably likely to have a material adverse effect on the financial condition, business or results of operations of the institution.

require proprietary institutions with student loan repayment rates (as defined in the regulations) below prescribed thresholds to provide an ED-prepared warning to prospective and enrolled students, as well as placement of the warning on its website and in all promotional materials and advertisements.

prohibit certain contractual provisions regarding dispute resolution processes, such as mandatory pre-dispute arbitration agreements or class action waivers, and require certain notifications and disclosures by institutions regarding their use of arbitration.

The proposed regulations are subject to further revision by ED following a notice and comment period. ED has indicated it intends to issue their final regulations on or before November 1, 2016 with an anticipated effective date of July 1, 2017. However, we cannot predict the publication or effective date of the final regulations, nor the form of the final regulations that may be adopted following the comment period. Compliance with final rules could have a material impact on the manner in which we conduct our business and our results of operations. We will continue to monitor this activity.

2016 Outlook

For the year ending September 30, 2016, we expect new student starts and our average student population to be down in the low double digits as a percentage compared with the year ended September 30, 2015.  While annual tuition increases will slightly offset the decline in average students, we expect revenue to decline approximately 6 - 7% leading to minimal levels of EBITDA.  Accordingly we have modified certain project timelines resulting in lower anticipated capital expenditures which are now expected to be in the range of $8.0 to $9.0 million in 2016. 

Results of Operations
The following table sets forth selected statements of operations data as a percentage of revenues for each of the periods indicated.
 
 
 
Three Months Ended June 30,
 
Nine Months Ended June 30,
 
 
2016
 
2015
 
2016

2015
Revenues
 
100.0
 %
 
100.0
 %
 
100.0
 %

100.0
 %
Operating expenses:
 
 
 
 
 



Educational services and facilities
 
57.2
 %
 
56.0
 %
 
56.3
 %

52.8
 %
Selling, general and administrative
 
49.4
 %
 
48.7
 %
 
48.9
 %

45.7
 %
Total operating expenses
 
106.6
 %
 
104.7
 %
 
105.2
 %

98.5
 %
Income (loss) from operations
 
(6.6
)%
 
(4.7
)%
 
(5.2
)%

1.5
 %
Interest expense, net
 
(1.0
)%
 
(0.5
)%
 
(0.9
)%

(0.6
)%
Other income
 
0.2
 %
 
0.2
 %
 
0.3
 %

0.3
 %
Total other (expense) income, net
 
(0.8
)%
 
(0.3
)%
 
(0.6
)