~~U. S.~~ UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

~~_____________________________________________~~

~~Form~~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 December 31, ~~2019~~2020

¨☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to ______

Commission File Number: 1-31923

UNIVERSAL TECHNICAL INSTITUTE, INC.

(Exact name of registrant as specified in its charter)

Delaware

86-0226984

(State or other jurisdiction of

incorporation or organization)

(IRS Employer Identification No.)

~~16220 North Scottsdale Road,~~4225 East Windrose Drive, Suite ~~500~~200

~~Scottsdale,~~Phoenix, Arizona ~~85254~~85032

(Address of principal executive offices, including zip code)

(623) 445-9500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value	UTI	New York Stock Exchange

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer ¨			Accelerated filer þ
Non-accelerated filer ¨			Smaller reporting company ¨☐
			Emerging growth company ¨ ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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 January 31, ~~2020~~,2021, there were ~~25,744,718~~32,739,749 shares outstanding of the registrant's common stock.

UNIVERSAL TECHNICAL INSTITUTE, INC.

INDEX TO FORM 10-Q

FOR THE QUARTER ENDED DECEMBER 31, ~~2019~~2020


					Page
					Number
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					ii

PART I.			FINANCIAL INFORMATION
		~~Page~~
		~~Number~~
~~Special Note Regarding Forward-Looking Statements~~			ii

~~PART I.~~	~~FINANCIAL INFORMATION~~

Item 1.	Financial Statements ~~(unaudited)~~

	Condensed Consolidated Balance Sheets at December 31, ~~2019~~2020 and September 30, ~~2019 (unaudited)~~2020 (Unaudited)			1

	Condensed Consolidated Statements of ~~Income (Loss)~~Operations for the ~~three months ended~~Three Months Ended December 31, 2020 and 2019 ~~and 2018 (unaudited)~~(Unaudited)			2

	Condensed Consolidated Statements of Shareholders’ Equity ~~for the three months ended~~as of December 31, 2020 and 2019 ~~and 2018 (unaudited)~~(Unaudited)			3

	Condensed Consolidated Statements of Cash Flows for the ~~three months ended~~Three Months Ended December 31, 2020 and 2019 ~~and 2018 (unaudited)~~(Unaudited)			4

	Notes to Condensed Consolidated Financial Statements ~~(unaudited)~~(Unaudited)			6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			2422

Item 3.	Quantitative and Qualitative Disclosures About Market Risk			3230

Item 4.	Controls and Procedures			3330

PART II.			OTHER INFORMATION

Item 1.			Legal Proceedings		3431
Item 1A.			Risk Factors		31
~~Item 1A.~~			~~Risk Factors~~	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			3531
Item 3.			Defaults upon Senior Securities		31
Item 4.			Mine Safety Disclosures		31
Item 5.			Other Information		31
Item 6.			Exhibits		3532

					SIGNATURES	3733

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

~~Special Note Regarding Forward-Looking Statements~~

This Quarterly Report on Form 10-Q ~~contains~~and the documents incorporated by reference herein contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended ~~(Exchange Act)~~(“Exchange Act”), ~~and~~ Section 27A of the Securities Act of 1933, as amended ~~(Securities Act),~~(“Securities Act”) and the Private Securities Litigation Reform Act of 1995, which include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of ~~resources.~~resources and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. From time to time, we also provide forward-looking statements in other materials we release to the public as well as verbal forward-looking statements. ~~These~~

In some cases, you can identify 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. Wordsby terms such as “may,” “will,” “should,” “could,” “would,” ~~“predicts,” “potential,” “continue,”~~ “expects,” ~~“anticipates,~~“plans,” ~~“future,” “intends,” “plans,~~“anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions ~~as well as statements in future tense,~~(including the negative form of such expressions) intended to identify forward-looking ~~statements. However,~~statements, although not all ~~forward-looking~~forward looking statements contain these identifying words. Forward-looking statements are based on our current expectations and assumptions, do not strictly relate to historical or current facts, any of which may not prove to be accurate. Many factors could cause actual results to differ materially and adversely from these forward-looking statements. Important factors that could cause actual results to differ from those in our forward-looking statements include, without limitation:

•failure of our schools to comply with the extensive regulatory requirements for school operations;

•our failure to maintain eligibility for federal student financial assistance funds;

•continued Congressional examination of the for-profit education sector;

•a disruption in our ability to process student loans under the Federal Direct Loan Program;

•regulatory investigations of, or actions commenced against, us or other companies in our industry;

•the effect of public health pandemics, epidemics or outbreak, including COVID-19;

•changes in the state regulatory environment or budgetary constraints;

•our failure to improve underutilized capacity at certain of our campuses;

•enrollment declines or challenges in our students’ ability to find employment as a result of macroeconomic conditions;

•our failure to maintain and expand existing industry relationships and develop new industry relationships with our industry customers;

•our ability to update and expand the content of existing programs and develop and integrate new programs in a cost-effective manner and on a timely basis;

•our failure to effectively identify, establish and operate additional schools, programs or campuses;

•the effect of our principal stockholder owning a significant percentage of our capital stock, and thus being able to influence certain corporate matters and the potential in the future to gain substantial control over our company;

•the impact of certain holders of our Series A Preferred Stock owning a significant percentage of our capital stock, their ability to influence and control certain corporate matters and the potential for future dilution to holders of our common stock;

•loss of our senior management or other key employees; and

•risks related to other factors discussed in our 2020 Annual Report on Form 10-K, including those described in Item 1A. “Risk Factors.”

The factors above are not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. We cannot guarantee that any forward-looking statement will be ~~realized, although we believe we have been prudent in our plans and assumptions.~~realized. Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions. Many events beyond our control may determine whether results we anticipate will be achieved. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected. Among the factors that could cause actual results to differ materially are the factors discussed under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should bear this in mind as you consider forward-looking statements.

Table of Contents

Also, these forward-looking statements represent our estimates and assumptions only as of the date of the document containing the applicable statement. Except as required by law, we undertake no obligation to ~~publicly~~ update ~~forward-looking~~or revise forward looking statements, whether as a result of new information, future events or otherwise. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. We qualify all of the forward-looking statements in this Quarterly Report on Form 10-Q, including the documents that we incorporate by reference herein, by these cautionary statements. You are advised, however, to consult any further disclosures we make on related subjects in our ~~Form 10-Q, 8-K~~reports and ~~10-K reports to~~filings with the Securities and Exchange Commission ~~(SEC)~~(“SEC”). The Annual Report on Form 10-K that we filed with the SEC on December 6, 2019 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 Report on Form 10-K and in this Report on 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.

iii

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

~~(UNAUDITED)~~(In thousands, except par value and per share amounts)

(Unaudited)


	December 31, 2019			September 30, 2019				December 31, 2020		September 30, 2020
Assets	(In thousands)						Assets
Current assets:
Cash and cash equivalents	$	70,533		$	65,442		Cash and cash equivalents	$	44,212	$	76,803
Restricted cash	14,930			15,113			Restricted cash	15,031		12,116
Held-to-maturity investments							Held-to-maturity investments	27,878		38,055
Receivables, net	12,456			17,937			Receivables, net	24,115		35,411
Notes receivable, current portion	5,183			5,227			Notes receivable, current portion	5,446		5,184
Prepaid expenses	6,583			7,054			Prepaid expenses	6,894		6,121
Other current assets	6,916			7,331			Other current assets	6,985		6,489
Total current assets	116,601			118,104			Total current assets	130,561		180,179
Property and equipment, net	73,815			104,126			Property and equipment, net	116,637		72,743
Goodwill	8,222			8,222			Goodwill	8,222		8,222
Notes receivable, less current portion	30,451			29,852			Notes receivable, less current portion	29,875		27,609
Right-of-use asset	142,869			—
Right-of-use assets for operating leases							Right-of-use assets for operating leases	140,296		144,663
Other assets	10,103			10,222			Other assets	8,996		8,565
Total assets	$	382,061		$	270,526		Total assets	$	434,587	$	441,981
Liabilities and Shareholders’ Equity							Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	43,039		$	45,878		Accounts payable and accrued expenses	$	43,221	$	51,891
Dividends payable	1,323			—			Dividends payable	1,313		0
Deferred revenue	42,191			42,886			Deferred revenue	42,616		40,694
Accrued tool sets	2,740			2,586			Accrued tool sets	3,052		3,148
Lease liability, current portion	25,883			—
Financing obligation, current portion	—			1,554
Operating lease liability, current portion							Operating lease liability, current portion	20,357		23,666

Other current liabilities	1,798			3,940			Other current liabilities	1,927		2,241
Total current liabilities	116,974			96,844			Total current liabilities	112,486		121,640
Deferred tax liabilities, net	329			329			Deferred tax liabilities, net	674		674
Deferred rent liability	—			10,326
Financing obligation	—			39,161
Lease liability	130,813			—

Operating lease liability							Operating lease liability	132,175		134,089
Other liabilities	7,672			9,578			Other liabilities	10,946		9,056
Total liabilities	255,788			156,238			Total liabilities	256,281		265,459
Commitments and contingencies (Note 13)							Commitments and contingencies (Note 13)	0		0
Shareholders’ equity:							Shareholders’ equity:
Common stock, $0.0001 par value, 100,000,000 shares authorized; 32,609,615 shares issued and 25,744,718 shares outstanding as of December 31, 2019 and 32,498,830 shares issued and 25,633,933 shares outstanding as of September 30, 2019	3			3
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 700,000 shares of Series A Convertible Preferred Stock issued and outstanding as of December 31, 2019 and September 30, 2019, liquidation preference of $100 per share	—			—
Common stock, $0.0001 par value, 100,000 shares authorized, 32,767 and 32,730 shares issued							Common stock, $0.0001 par value, 100,000 shares authorized, 32,767 and 32,730 shares issued	3		3
Preferred stock, $0.0001 par value, 10,000 shares authorized; 700 shares of Series A Convertible Preferred Stock issued and outstanding, liquidation preference of $100 per share							Preferred stock, $0.0001 par value, 10,000 shares authorized; 700 shares of Series A Convertible Preferred Stock issued and outstanding, liquidation preference of $100 per share	0		0
Paid-in capital - common	187,010			187,493			Paid-in capital - common	141,372		141,002
Paid-in capital - preferred	68,853			68,853			Paid-in capital - preferred	68,853		68,853
Treasury stock, at cost, 6,864,897 shares as of December 31, 2019 and September 30, 2019	(97,388		)	(97,388		)
Treasury stock, at cost, 82 shares as of December 31, 2020 and September 30, 2020							Treasury stock, at cost, 82 shares as of December 31, 2020 and September 30, 2020	(365)		(365)
Retained deficit	(32,205		)	(44,673		)	Retained deficit	(31,557)		(32,971)
Total shareholders’ equity	126,273			114,288			Total shareholders’ equity	178,306		176,522
Total liabilities and shareholders’ equity	$	382,061		$	270,526		Total liabilities and shareholders’ equity	$	434,587	$	441,981

~~Table of Contents~~

~~UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)~~

~~(UNAUDITED)~~

Three Months Ended December 31,
2019 2018
(In thousands, except per share amounts)
Revenues $ 87,234
$ 83,050
Operating expenses:
Educational services and facilities 42,876
45,735
Selling, general and administrative 40,104
44,520
Total operating expenses 82,980
90,255
Income (loss) from operations 4,254
(7,205 )
Other income (expense):
Interest income 336
403
Interest expense —
(814 )
Equity in earnings of unconsolidated affiliate —
97
Other income (expense), net 178
(65 )
Total other income (expense), net 514
(379 )
Income (loss) before income taxes 4,768
(7,584 )
Income tax expense 84
133
Net income (loss) $ 4,684
$ (7,717 )
Preferred stock dividends 1,323
1,323
Income (loss) available for distribution $ 3,361
$ (9,040 )

Income (loss) per share:
Net income (loss) per share - basic $ 0.07
$ (0.36 )
Net income (loss) per share - diluted $ 0.07
$ (0.36 )
Weighted average number of shares outstanding:
Basic 25,663
25,321
Diluted 47,059
25,321

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

~~Table of Contents~~

~~UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)~~

~~The following summarizes the changes in total equity for the three months ended December 31, 2019:~~

Common Stock Preferred Stock Paid-in
Capital - Common Paid-in
Capital - Preferred Treasury Stock Retained Earnings (Deficit) Total
Shareholders’
Equity
Shares Amount Shares Amount Shares Amount
(In thousands)
Balance as of September 30, 2019 32,499
$ 3
700
$ —
$ 187,493
$ 68,853
6,865
$ (97,388 ) $ (44,673 ) $ 114,288
Net income —
—
—
—
—
—
—
—
4,684
4,684
Cumulative effect from adoption of ASC-842 —
—
—
—
—
—
—
—
9,107
9,107
Issuance of common stock under employee plans 179
—
—
—
—
—
—
—
—
—
Shares withheld for payroll taxes (68 ) —
—
—
(497 ) —
—
—
—
(497 )
Stock-based compensation —
—
—
—
14
—
—
—
—
14
Preferred stock dividends —
—
—
—
—
—
—
—
(1,323 ) (1,323 )
Balance as of December 31, 2019 32,610
$ 3
700
$ —
$ 187,010
$ 68,853
6,865
$ (97,388 ) $ (32,205 ) $ 126,273

~~The following summarizes the changes in total equity for the three months ended December 31, 2018:~~

Common Stock Preferred Stock Paid-in
Capital - Common Paid-in
Capital - Preferred Treasury Stock Retained Earnings (Deficit) Total
Shareholders’
Equity
Shares Amount Shares Amount Shares Amount
(In thousands)
Balance as of September 30, 2018 32,169
$ 3
700
$ —
$ 186,732
$ 68,853
6,865
$ (97,388 ) $ (31,555 ) $ 126,645
Net loss —
—
—
—
—
—
—
—
(7,717 ) (7,717 )
Issuance of common stock under employee plans 99
—
—
—
—
—
—
—
—
—
Shares withheld for payroll taxes (38 ) —
—
—
(118 ) —
—
—
—
(118 )
Stock-based compensation —
—
—
—
694
—
—
—
—
694
Preferred stock dividends —
—
—
—
—
—
—
—
(1,323 ) (1,323 )
Balance as of December 31, 2018 32,230
$ 3
700
$ —
$ 187,308
$ 68,853
6,865
$ (97,388 ) $ (40,595 ) $ 118,181

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

~~Table of Contents~~

~~UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)~~

Three Months Ended December 31,
2019 2018
(In thousands)
Cash flows from operating activities:
Net income (loss) $ 4,684
$ (7,717 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 3,013
3,205
Amortization of assets subject to financing obligation —
670
Amortization of lease right-of-use asset 5,920
—
Bad debt expense 283
337
Stock-based compensation 14
694
Equity in earnings of unconsolidated affiliate —
(97 )
Training equipment credits earned, net 439
78
Other losses (gain), net (231 ) 401
Changes in assets and liabilities:
Receivables 4,065
6,235
Prepaid expenses (409 ) (1,210 )
Other assets 23
720
Notes receivable (555 ) (378 )
Accounts payable and accrued expenses (1,938 ) (1,578 )
Deferred revenue (695 ) 3,138
Income tax payable/receivable 92
169
Accrued tool sets and other current liabilities 32
588
Deferred rent liability —
(458 )
Lease liability (6,532 ) —
Other liabilities (1,081 ) (387 )
Net cash provided by operating activities 7,124
4,410
Cash flows from investing activities:
Purchase of property and equipment (1,811 ) (2,779 )
Proceeds from disposal of property and equipment 23
5
Return of capital contribution from unconsolidated affiliate 69
64
Net cash used in investing activities (1,719 ) (2,710 )
Cash flows from financing activities:
Payment of financing obligation —
(310 )
Payment of payroll taxes on stock-based compensation through shares withheld (497 ) (118 )
Net cash used in financing activities (497 ) (428 )
Change in cash, cash equivalents and restricted cash:
Net increase in cash, cash equivalents and restricted cash 4,908
1,272
Cash, cash equivalents and restricted cash, beginning of period 80,555
72,159
Cash, cash equivalents and restricted cash, end of period $ 85,463
$ 73,431

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

Table of Contents

UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS (UNAUDITED), continued~~OPERATIONS

(In thousands, except per share amounts)

Three Months Ended December 31,
2019 2018
(In thousands)
Supplemental disclosure of cash flow information:
Taxes paid $ 7
$ 148
Interest paid $ —
$ 814
Training equipment obtained in exchange for services $ 241
$ 124
Depreciation of training equipment obtained in exchange for services $ 332
$ 382
Change in accrued capital expenditures during the period $ 140
$ (575 )
Dividends payable $ 1,323
$ 1,323
(Unaudited)


	Three Months Ended
	December 31,
	2020		2019
Revenues	$	76,125	$	87,234
Operating expenses:
Educational services and facilities	39,331		42,876
Selling, general and administrative	36,019		40,104
Total operating expenses	75,350		82,980
Income from operations	775		4,254
Other income:
Interest income	54		336
Interest expense	(2)		0

Other income, net	282		178
Total other income, net	334		514
Income before income taxes	1,109		4,768
Income tax expense	(26)		(84)
Net income	$	1,083	$	4,684
Preferred stock dividends	1,313		1,323
Net (loss) income available for distribution	$	(230)	$	3,361

Earnings per share (See Note 15 ):
Net (loss) income per share - basic	$	(0.01)	$	0.07
Net (loss) income per share - diluted	$	(0.01)	$	0.07

Weighted average number of shares outstanding:
Basic	32,658		25,663
Diluted	32,658		26,038

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

Table of Contents

UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	Common Stock			Preferred Stock			Paid-in Capital - Common		Paid-in Capital - Preferred		Treasury Stock			Retained Deficit		Total Shareholders’ Equity
	Shares	Amount		Shares	Amount						Shares	Amount
Balance as of September 30, 2020	32,730	$	3	700	$	0	$	141,002	$	68,853	(82)	$	(365)	$	(32,971)	$	176,522
Net income	—	—		—	—		—		—		—	—		1,083		1,083

Cumulative effect from adoption of ASC 326	—	—		—	—		—		—		—	—		1,644		1,644
Issuance of common stock under employee plans	66	—		—	—		—		—		—	—		—		—
Shares withheld for payroll taxes	(29)	—		—	—		(178)		—		—	—		—		(178)

Stock-based compensation	—	—		—	—		548		—		—	—		—		548


Preferred stock dividends	—	—		—	—		—		—		—	—		(1,313)		(1,313)

Balance as of December 31, 2020	32,767	$	3	700	$	0	$	141,372	$	68,853	(82)	$	(365)	$	(31,557)	$	178,306


	Common Stock			Preferred Stock			Paid-in Capital - Common		Paid-in Capital - Preferred		Treasury Stock			Retained Deficit		Total Shareholders’ Equity
	Shares	Amount		Shares	Amount						Shares	Amount
Balance as of September 30, 2019	32,499	$	3	700	$	0	$	187,493	$	68,853	(6,865)	$	(97,388)	$	(44,673)	$	114,288
Net income	—	—		—	—		—		—		—	—		4,684		4,684

Cumulative effect from adoption of ASC 842	—	—		—	—		—		—		—	—		9,107		9,107
Issuance of common stock under employee plans	179	—		—	—		—		—		—	—		—		—
Shares withheld for payroll taxes	(68)	—		—	—		(497)		—		—	—		—		(497)

Stock-based compensation	—	—		—	—		14		—		—	—		—		14


Preferred stock dividends	—	—		—	—		—		—		—	—		(1,323)		(1,323)

Balance as of December 31, 2019	32,610	$	3	700	$	0	$	187,010	$	68,853	(6,865)	$	(97,388)	$	(32,205)	$	126,273

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

UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Three Months Ended December 31,
	2020		2019
Cash flows from operating activities:
Net income	$	1,083	$	4,684
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	3,282		3,013

Amortization of right-of-use assets for operating leases	4,445		5,920


Bad debt expense	389		283
Stock-based compensation	548		14



Training equipment credits earned, net	10		439
Other losses, net	(139)		(231)
Changes in assets and liabilities:
Receivables	8,108		4,065
Prepaid expenses	(1,651)		(409)
Other assets	(139)		23
Notes receivable	(884)		(555)
Accounts payable and accrued expenses	(8,416)		(1,938)
Deferred revenue	1,922		(695)
Income tax receivable/payable	2,783		92
Accrued tool sets and other current liabilities	(234)		32

Operating lease liability	(5,301)		(6,532)
Other liabilities	1,977		(1,081)
Net cash provided by operating activities	7,783		7,124
Cash flows from investing activities:

Proceeds from maturities of held-to-maturity securities	9,965		0
Purchase of property and equipment	(47,293)		(1,811)

Proceeds from disposal of property and equipment	6		23
Return of capital contribution from unconsolidated affiliate	73		69
Net cash used in investing activities	(37,249)		(1,719)
Cash flows from financing activities:


Payment of financing obligation and finance leases	(32)		0
Payment of payroll taxes on stock-based compensation through shares withheld	(178)		(497)

Net cash used in financing activities	(210)		(497)
Change in cash, cash equivalents and restricted cash	(29,676)		4,908
Cash and cash equivalents, beginning of period	76,803		65,442
Restricted cash, beginning of period	12,116		15,113
Cash, cash equivalents and restricted cash, beginning of period	88,919		80,555
Cash and cash equivalents, end of period	44,212		70,533
Restricted cash, end of period	15,031		14,930
Cash, cash equivalents and restricted cash, end of period	$	59,243	$	85,463

UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(In thousands)

(Unaudited)


	Three Months Ended December 31,
	2020		2019
Supplemental disclosure of cash flow information:
Taxes (refunded) paid	$	(19)	$	7
Interest paid	2		0
Training equipment obtained in exchange for services	141		241
Depreciation of training equipment obtained in exchange for services	317		332
Change in accrued capital expenditures during the period	238		140
Dividends payable	1,313		1,323








CARES Act funds received for institutional costs (See Note 18)	880		0

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

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UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(UNAUDITED)~~

(~~$’s in~~In thousands, except per share amounts)

(Unaudited)

1. Note 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 ~~well as welders and computer numerical control (CNC) machining technicians as~~ measured by total average undergraduate full-time enrollment and graduates. We also provide programs for welders and computer numeric control (“CNC”) machining technicians. We offer certificate, diploma or degree programs at 1312 campuses across the United States under the banner of several well-known brands, including Universal Technical Institute, Motorcycle Mechanics Institute, Marine Mechanics Institute and NASCAR Technical Institute. We also offer manufacturer specific advanced training ~~(MSAT)~~(“MSAT”) programs, including student-paid electives, at our campuses and manufacturer or dealer sponsored training at certain campuses and dedicated training centers. WeFounded in 1965, we have provided technical education for ~~54 years.~~more than 55 years and have graduated more than 220,000 technicians.

We work closely with ~~leading~~over 35 original equipment manufacturers ~~(OEMs)~~ and ~~employers~~industry brand partners to understand their needs for qualified service professionals. Revenues generated from our schools consist primarily of tuition and fees paid by students. To pay for a substantial portion of their tuition, the majority of students rely on funds received from federal financial aid programs under Title IV Programs of the Higher Education Act of 1965, ~~(HEA),~~ as amended (“HEA”), as well as from various veterans benefits programs. For further discussion, see Note 2 ~~"Summary~~on “Summary of Significant Accounting Policies - Concentration of ~~Risk"~~Risk” and Note ~~18 "Government~~20 on “Government Regulation and Financial ~~Aid"~~Aid” included in our ~~2019~~2020 Annual Report on Form 10-K filed with the SEC on December ~~6, 2019.~~3, 2020.

2.Note 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)~~(“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 ended December 31, ~~2019,~~2020 are not necessarily indicative of the results that may be expected for the year ending September 30, ~~2020.~~2021. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our ~~2019~~2020 Annual Report on Form 10-K filed with the SEC on December ~~6, 2019.~~3, 2020.

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.

Note 3 - Recent Accounting Pronouncements

Effective the First Quarter of Fiscal 2021

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). This update significantly changes the way that entities measure credit losses. The new standard requires that entities estimate credit losses based upon an “expected credit loss” approach rather than the historical “incurred loss” approach. The new approach requires entities to measure all expected credit losses for financial assets based on historical experience, current conditions and reasonable forecasts of collectability. The change in approach impacts the timing of recognition of credit losses. This standard is effective for financial statements issued by public companies for annual and interim periods beginning after December 15, 2019. These changes became

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UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(UNAUDITED)~~

(~~$’s in~~In thousands, except per share amounts)

(Unaudited)

~~Restricted Cash~~

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows:

December 31, 2019 December 31, 2018
(In thousands)
Cash and cash equivalents $ 70,533
$ 58,649
Restricted cash 14,930
14,782
Total cash, cash equivalents and restricted cash shown in condensed consolidated statements of cash flows $ 85,463
$ 73,431

~~3. Recent Accounting Pronouncements~~

~~Effective the First Quarter of Fiscal 2020~~

~~In February 2016, the FASB issued ASU 2016-02,~~ ~~Leases (Topic 842). ASU 2016-02 requires lessees to recognize a right-of-use (ROU) asset and a lease liability on the balance sheet~~effective for substantially all leases, with the exception of short-term leases. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of income. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842) to provide entities with relief from the costs of implementing certain aspects of the new leasing standard. It also allows lessors to elect not to separate lease and nonlease components when certain conditions are met. In March 2019, the FASB issued ASU 2019-01, Lease (Topic 842): Codification Improvements. ASU 2019-01 clarifies certain items regarding lessor accounting. It also clarifies the interim disclosure requirements during transition.

ASC 842 also provides a package of transition practical expedients that allow an entity to not reassess (1) whether any expired or existing contracts contain a lease, (2) the lease classification of any expired or existing lease, and (3) initial direct costs for any existing lease. We adopted ASC 842, effectiveour fiscal year beginning October 1, 2019 and we elected the package of transition practical expedients. We also elected additional transitional practical expedients that allow an entity to not reassess land easements not previously addressed under ASC 840 and to not recognize on the balance sheet leases with terms of less than 12 months. We are using the modified retrospective method without the recasting of comparative periods’ financial information. We did not elect the practical expedient to use hindsight in determining a lease term of the ROU assets at the2020. Upon adoption ~~date. As a result of adopting the new standard, we recognized an operating lease liability of $163.0 million and an operating lease ROU asset of $148.6 million~~ on October 1, ~~2019. The change resulted~~2020, we recorded an increase in ~~the derecognition~~our receivables balance related to our proprietary loan program of ~~approximately $0.9~~$1.6 million, ~~of other assets and $15.3 million of other liabilities. The standard did not materially impact our condensed consolidated statements of income and cash flows.~~

In addition, we have two build-to-suit leases that were accounted for as financing obligations and related assets because we had continued involvement in the related facility after the construction period was completed. The financing obligations are now classified as operating leases in accordance with the ~~new standard~~corresponding amount recorded as ~~of the transition date, including recognition of operating lease ROU assets and lease liabilities. The change resulted~~an increase to retained earnings. No other adjustments were deemed necessary in the derecognition of approximately $40.7 million of existing deferred financing obligation and $31.6 million in related assets. The net impact of the derecognition and the adoption of ASC 842 as of October 1, 2019, was an

~~UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

~~($’s in thousands, except per share amounts)~~

increase in stockholders' equity of approximately $9.1 million. The transition also resulted in the recognition of rent expense, which was previously reported as interest expense under the former guidance.

~~In August 2018, the FASB issued ASU 2018-13,~~ ~~Fair Value Measurement (Topic 820)~~. ASU 2018-13 amends the disclosure requirements of ASC 820, changing the fair value measurement disclosure requirements of ASC 820 by adding new disclosure requirements, modifying existing disclosure requirements and eliminating other disclosure requirements. We adopted ASU 2018-13 as of October 1, 2019. There was no impact to our financial statements or disclosures.

~~In August 2018, the FASB issued ASU 2018-15,~~ ~~Intangibles—Goodwill and other Internal-use Software (Subtopic 350-40)~~. ASU 2018-15 aligns the accounting for costs incurred to implement a cloud computing arrangement (CCA) that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Specifically, the ASU amends ASC 350 to include in its scope implementation costs of a CCA that is a service contract and clarifies that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized in a CCA that is considered a service contract. Early adoption was permitted. The effect ofapplying this new ~~standard on our consolidated financial statements will be dependent on our entry into any future cloud computing arrangements.~~

~~Effective the First Quarter of Fiscal 2021~~

~~In June 2016, the FASB issued ASU 2016-13,~~ ~~Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments~~. ASU 2016-13 includes an impairment model (known as the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses (ECL), which the FASB believes will result in more timely recognition of such losses. In April 2019, the FASB issued ASU 2019-05 - ~~Targeted Transition Relief,~~ which provides transition relief to entities adopting ASU 2016-13. We are currently evaluating the impact that the update will have on our results of operations, financial condition and financial statement disclosures.guidance.

Effective the First Quarter of Fiscal 2022

In December 2019, the FASB ~~issue~~issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in ~~ASU 2019-12~~this standard simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing ~~guidance~~guidance. We are currently evaluating the impact that the update will have on our results of operations, financial condition and financial statement disclosures.

4. Note 4 - Revenue from Contracts with Customers

Nature of Goods and Services

Postsecondary ~~education.~~Education

Revenues consist primarily of student tuition and fees derived from the programs we provide after reductions are made for discounts and scholarships that we sponsor and for refunds for students who withdraw from our programs prior to specified dates. We apply the five-step model outlined in ~~Accounting Standards Codification Topic~~ASC 606, Revenue from Contracts from Customers ~~(ASC 606)~~. Tuition and fee revenue is recognized ratably over the term of the course or program offered. The majority of our programs are designed to be completed in 36 to 90 weeks, and our advanced training programs range from 12 to 23 weeks in duration. We supplement our revenues with sales of textbooks and program supplies and other revenues, which are recognized as the transfer of goods or services occurs. Deferred revenue represents the excess of tuition and

fee payments received as compared to tuition and fees earned and is reflected as a current liability in our condensed consolidated balance sheets because it is expected to be earned within the next 12 months.

Additionally, certain students participate in a proprietary loan program that extends repayment terms for their tuition. We purchase said loans from the lender and, based on historical collection rates, believe a portion of these loans are collectible. Accordingly, we recognize tuition and loan origination fees financed by the loan and any related interest revenue under the effective interest method required under the loan based on the amount we expect to collect, and we recognize these revenues ratably over the term of the course or program offered.

We provide dealer technician training or instructor staffing services to manufacturers. Revenues are recognized as transfer of the services occurs.

We provide postsecondary education and other services in the same geographical market, the United States. The impact of economic factors on the nature, amount, timing and uncertainty of revenue and cash flows is consistent among our various postsecondary education programs. See Note 16 for disaggregated segment revenue information.

Contract assets primarily relate to ~~the Company’s~~our rights to consideration for ~~work completed~~a student’s progress through our training program in relation to ~~its~~our services performed but not billed at the reporting date. The contract assets are transferred to the receivables when the rights become unconditional. Currently, ~~the Company does~~we do not have any contract assets ~~which~~that have not transferred to a receivable. ~~The~~Our deferred revenue is considered a contract ~~liabilities~~liability and primarily ~~relate~~relates to ~~service contracts~~our enrollment agreements where we received payments for tuition but we have not yet ~~satisfied~~delivered the related training programs to satisfying the related performance obligations. The advance consideration received from ~~customers for~~students or Title IV funding is deferred revenue until the ~~services is a contract liability until services are provided~~training program has been delivered to the ~~customer.~~students.

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UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

The following table provides information about receivables and ~~contract liabilities~~deferred revenue resulting from ~~contracts~~our enrollment agreements with ~~customers:~~students:

December 31, 2019 September 30, 2019
Receivables, which includes Tuition and Notes Receivable $ 40,528
$ 44,629
Contract liabilities $ 42,191
$ 42,886

During the three months ended December 31, ~~2019,~~2020, the ~~contract liabilities~~deferred revenue balance included decreases for revenues recognized during the period and increases related to new students who started ~~school~~their training programs during the period.

Transaction Price Allocated to the Remaining Performance Obligations

Tuition and fee revenue is recognized ratably over the term of the course or program offered. The majority of our undergraduate programs are designed to be completed in 36 to 90 weeks, and our advanced training programs range from 12 to 23 weeks in duration.

~~5. Postemployment Benefits~~

During the year ended September 30, 2020, due to the COVID-19 pandemic, we transitioned our on-campus, in-person education model to a blended training model that combines instructor-facilitated online teaching and demonstrations with hands-on labs. On-campus labs have been re-designed to meet the health, safety and social distancing guidelines recommended or required by the Centers for Disease Control (“CDC”) and state and local jurisdictions, while still meeting our accreditation and curriculum requirements.

~~On February 18, 2019, we announced~~

All of our campuses remained open during the three months ended December 31, 2020, however, as of December 31, 2020, there were students that ~~our campus in Norwood, Massachusetts is no longer accepting new student applications,~~remained exclusively online and ~~its last group~~others with catch-up lab work outstanding. As of December 31, 2020, less than 1% of students ~~started~~had not returned to campus to complete the in-person labs and remained exclusively in the online portion of the curriculum, essentially only completing half of each course, while approximately 18% of students were completing catch-up lab work, but over an extended period of time. We continue to recognize revenue ratably over the term of the course or program offered, taking into consideration those only completing the online curriculum, and the catch-up period for active students and the impact it has on ~~March 18, 2019. The campus is~~ expected ~~to close before~~graduation dates. As a result, as of December 31, 2020, we had deferred revenue of approximately $2.0 million.

During the ~~end~~second quarter of ~~fiscal year 2020. We expect the postemployment benefits will total~~2020, we raised approximately ~~$0.9~~$49.5 million ~~when the campus closes~~ in ~~2020. Additionally, we periodically enter into agreements that provide postemployment benefits to personnel whose employment is terminated. The postemployment benefit liability, which is~~net proceeds from an underwritten public offering of shares of our common stock. See Note 15 on “Shareholders’ Equity - Equity Offering” included in ~~accounts payable and accrued expenses~~our 2020 Annual Report on Form 10-K filed with the SEC on December 3, 2020 for further details on the ~~accompanying condensed consolidated balance~~equity offering. We invested a portion of the proceeds from the equity offering in held-to-maturity securities, which primarily consist of corporate bonds from large cap industrial and selected financial companies with a minimum credit rating of A. We have the ability and intention to hold these investments until maturity and therefore have classified these investments as held-to-maturity and recorded them at amortized cost.

The amortized cost, gross unrealized gains or losses, and fair value of investments classified as held-to-maturity at December 31, 2020 were as follows:

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UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(UNAUDITED)~~

(~~$’s in~~In thousands, except per share amounts)

(Unaudited)

Investments are exposed to various risks, including interest rate, market and credit risk. As a result, it is possible that changes in the values of these investments may occur and that such changes could affect the amounts reported in the condensed consolidated financial statements.

~~sheets, is generally paid out ratably over the terms of the agreements, which range from 1 month to 24 months, with the final agreement expiring in 2021.~~

~~The postemployment benefit accrual activity for the three months ended December 31, 2019 was as follows:~~

~~(1) Primarily relates to the reclassification of benefits between severance and other benefits.~~

6.Note 6 - 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~~1: Defined as quoted market prices in active markets for identical assets or ~~liabilities;~~ liabilities.

Level ~~2, defined~~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~~ liabilities.

Level ~~3, defined~~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:

Money market funds(1)

Municipal bonds and other(3)

Money market funds(1)

Municipal bonds and other(3)

(1) Money market funds and other highly liquid investments with maturity dates less than 90 days are reflected as “Cash and cash equivalents” in our condensed consolidated balance sheet as of December 31, 2020 and September 30, 2020.

(2) Notes receivable relate to our proprietary loan program.

(3) Corporate bonds and municipal bonds and other are reflected as “Held-to-maturity investments” in our condensed consolidated balance sheet as of December 31, 2020 and September 30, 2020.

Fair Value Measurements Using
December 31, 2019 Quoted Prices
in Active
Markets for
Identical Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Money market funds and corporate bonds $ 44,441
$ 44,441
$ —
$ —
Notes receivable 35,634
—
—
35,634
Total assets at fair value on a recurring basis $ 80,075
$ 44,441
$ —
$ 35,634

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UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(UNAUDITED)~~

(~~$’s in~~In thousands, except per share amounts)

(Unaudited)

Fair Value Measurements Using
September 30, 2019 Quoted Prices
in Active
Markets for
Identical Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Money market funds and corporate bonds $ 37,794
$ 37,794
$ —
$ —
Notes receivable 35,079
—
—
35,079
Total assets at fair value on a recurring basis $ 72,873
$ 37,794
$ —
$ 35,079

~~Money market funds and corporate bonds are reflected as cash and cash equivalents in our consolidated balance sheets. Notes receivable relate to our proprietary loan program.~~

7. Note 7 - Property and Equipment, net

Property and equipment, net consisted of the following:

Buildings and building improvements (1)

~~Effective October 1, 2019, the Company adopted ASC 842~~three months ended December 31, 2020, land and certain assets included in "Buildings and building improvements" that were financed by financing obligations were removed from property and equipment. See further discussion in Note 3 "Recent Accounting Pronouncements". In addition, certain items related to the build-to-suit leases in Buildingsbuildings and building improvements ~~were reclassified~~increased due to ~~Leasehold improvements as part~~the purchase of the ~~adoption~~building and land at our Avondale, Arizona campus location. The total purchase price was approximately $45.2 million, of ~~ASC 842.~~which $5.1 million was allocated to land and $40.1 million was allocated to buildings and building improvements based upon the appraised values.

8. Note 8 - Goodwill

Our goodwill balance of $8.2 million as of December 31, 2020 resulted from the acquisition of our motorcycle and ~~Intangible Assets~~

marine education business in Orlando, Florida in 1998 and relates to our Postsecondary Education segment. Goodwill represents the excess of the cost of an acquired business over the estimated fair values of the assets acquired and liabilities assumed. Goodwill is reviewed at least annually for impairment, which may result from the deterioration in the operating performance of the acquired business, adverse market conditions, adverse changes in applicable laws or regulations and a variety of other circumstances. Any resulting impairment charge would be recognized as an expense in the period in which impairment is identified.

~~Our goodwill balance~~As of $8.2 million resulted from the acquisition of our motorcycle and marine education business in 1998 and is allocated to our Florida reporting unit that provides the related educational programs. No impairment was identified during the three months ended December 31, ~~2019.~~2020, while some students were taking longer than normal to graduate from their programs due to the impacts of the COVID-19 pandemic on our business, students enrolled at our Orlando, Florida campus continue to progress through their programs under the new blended training model. There were no indicators of goodwill impairment as of December 31, 2020.

~~UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES~~

9. Note 9 - Investment in Unconsolidated Affiliate

In 2012, we invested $4.0 million to acquire an equity interest of approximately 28% in a joint venture ~~(JV)~~(“JV”) related to the lease of our Lisle, Illinois campus facility. In connection with this investment, we do not possess a controlling financial interest as we do not hold a majority of the equity interest, nor do we have the power to make major decisions without approval from the other equity member. Therefore, we do not qualify as the primary beneficiary. Accordingly, this investment is accounted for under the equity method of ~~accounting and is included in other assets in our condensed consolidated balance sheets.~~accounting. We recognize our proportionate share of the JV's net income or loss during each accounting period and any return of capital as a change in our investment.

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UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Investment in unconsolidated affiliate consisted of the following and is included within ~~other assets~~“Other assets” on our condensed consolidated balance ~~sheet:~~sheets:


	December 31, 2020				September 30, 2020
	Carrying Value		Ownership Percentage		Carrying Value		Ownership Percentage
Investment in JV	$	4,528	28.0	%	$	4,494	28.0	%

December 31, 2019 September 30, 2019
Carrying Value Ownership Percentage Carrying Value Ownership Percentage
Investment in JV $ 4,371
27.972 % $ 4,338
27.972 %

Investment in unconsolidated affiliate included the following activity during the period:


	Three Months Ended December 31,
	2020		2019
Balance at beginning of period	$	4,494	$	4,338
Equity in earnings of unconsolidated affiliate	107		102
Return of capital contribution from unconsolidated affiliate	(73)		(69)
Balance at end of period	$	4,528	$	4,371

Three Months Ended December 31,
2019 2018
Balance at beginning of period $ 4,338
$ 4,206
Equity in earnings of unconsolidated affiliate
102
97
Return of capital contribution from unconsolidated affiliate
(69 ) (64 )
Balance at end of period $ 4,371
$ 4,239

~~Through September 30, 2019, the activity from equity in earnings~~As of the unconsolidated affiliate was included in other income on the condensed consolidated statements of income (loss). In conjunction with the adoption of ASC 842, as further described in Note 3, beginning October 1, 2019 the activity is included in net occupancy expenses within educational services and facilities on the condensed consolidated statements of income (loss).

~~We lease 11~~December 31, 2020, we leased 9 of our 1312 campuses and our corporate headquarters under non-cancelable operating leases, some of which contain escalation clauses and requirements to pay other fees associated with the leases. The facility leases have original lease terms ranging from 8 to 20 years and expire at various dates through 2031. In addition, the leases commonly include lease incentives in the form of rent abatements and tenant improvement allowances. We sublease certain portions of unused building space to third parties, which ~~currently result~~as of December 31, 2020, resulted in minimal income. ~~We do not have any finance leases.~~ All of the leases, other than those that may qualify for the short-term scope exception of 12 months or less, are recorded on our condensed consolidated balance sheets.

Some of the facility leases are subject to annual changes in the Consumer Price Index ~~("CPI"~~(“CPI”). While lease liabilities are not remeasured as a result of changes to the CPI, changes to the CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred. Many of our lease agreements include options to extend the lease, which we do not include in our minimum lease terms

unless they are reasonably certain to be exercised. There are no early termination with penalties, residual value guarantees, restrictions or covenants imposed by our facility leases.

To determine if a contract is or contains a lease, we considered whether (1) explicitly or implicitly identified assets have been deployed in the contract and (2) we obtain substantially all of the economic benefits from the use of that underlying asset and~~direct how and for what purpose the asset is used during the term of the contract.~~

If we determine a contract is, or contains, a lease, we assess whether the contract contains multiple lease components. We consider a lease component to be separate from other lease components in the contract if (a) we can benefit from the right of use either on its own or together with other resources that are readily available to us and (b) the right of use is neither highly dependent on nor highly interrelated with the other right(s) to use underlying assets in the contract. In contracts involving the use of real estate, we separate the right to use land from other underlying assets unless the effect of separating the land is insignificant to the resulting lease accounting. We have elected to account for the lease and non-lease components as a single lease component.

For all leases we are a party to, the discount rate implicit in the lease was not readily determinable. Therefore, we used our incremental borrowing rate for each lease to determine the present value of the lease. We determined the incremental borrowing rate applicable to each lease through a model that represents the rate of interest we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The incremental borrowing rate was applied to each lease based on the remaining term of the lease.

The components of lease ~~cost were as follows for~~expense are included in “Educational services and facilities” and “Selling, general and administrative” on the condensed consolidated statement of operations, with the exception of interest on lease liabilities, which is included in “Interest expense.” The components of lease expense during the three months ended December 31, 2020 and 2019 ~~(in thousands):~~

~~The amount of short-term lease cost was not significant for the three months ended December 31, 2019.~~

~~Supplemental cash flow information and non-cash activity related to our operating leases was~~were as follows:


	Three Months Ended December 31,
Lease Expense	2020		2019
Operating lease expense(1)	$	6,132	$	7,521
Finance lease expense:
Amortization of leased assets	32		0
Interest on lease liabilities	2		0
Variable lease expense	907		999
Sublease income	(123)		(351)
Total net lease expense	$	6,950	$	8,169

Three Months Ended December 31, 2019
Cash paid for amounts included in the measurement of operating lease liabilities $ 8,131
Non-cash activity:
Lease liabilities arising from obtaining right-of-use assets $ 148,790

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~~Weighted-average remaining lease term and discount rate for our operating leases was as follows:~~



	~~Three Months Ended December 31, 2019~~
~~Weighted average lease term~~	~~8.62 years~~
~~Weighted averaged discount rate~~	~~4.14~~	%

UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(UNAUDITED)~~

(~~$’s in~~In thousands, except per share amounts)

(Unaudited)

(1) Excludes the expense for short-term leases not accounted for under ASC 842, which was not significant for the three months ended December 31, 2020 and 2019.

~~There were no modifications or reassessments~~

Supplemental balance sheet, cash flow and other information related to our leases was as follows:


Leases	Classification	December 31, 2020		September 30, 2020
Assets:
Operating lease assets	Right-of-use assets for operating leases	$	140,296	$	144,663
Finance lease assets	Property and equipment, net(1)	225		257
Total leased assets		$	140,521	$	144,920

Liabilities:
Current
Operating lease liabilities	Operating lease liability, current portion	$	20,357	$	23,666
Finance lease liabilities	Other current liabilities	130		129
Noncurrent
Operating lease liabilities	Operating lease liability	132,175		134,089
Finance lease liabilities	Other liabilities	98		131
Total lease liabilities		$	152,760	$	158,015

(1) Finance lease assets are recorded net of ~~operating leases~~accumulated amortization of $0.1 million as of December 31, 2020 and September 30, 2020, respectively.


	Three Months Ended December 31,
Supplemental Disclosure of Cash Flow Information and Other Information	2020		2019
Non-cash activity related to lease liabilities:
Lease assets obtained in exchange for new operating lease liabilities (1)	$	78	$	148,790
Leases assets obtained in exchange for new finance lease liabilities	0		0

(1) Includes the impact of the opening balance adjustment for the adoption of ASC 842 as of October 1, 2019 for the three months ended December 31, 2019.


Lease Term and Discount Rate	December 31, 2020		December 31, 2019
Weighted-average remaining lease term (in years):
Operating leases	10.49		8.62
Finance leases	1.81		0.00

Weighted average discount rate:
Operating leases	4.52	%	4.14	%
Finance leases	3.08	%	0	%

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UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Maturities of lease liabilities ~~by fiscal year for our operating leases as of December 31, 2019~~ were as ~~follows (in thousands):~~follows:


	As of December 31, 2020
Years ending September 30,	Operating Leases		Finance Leases
Remainder of 2021	$	18,614	$	101
2022	24,042		110
2023	16,984		23
2024	16,675		0
2025	16,860		0
2026 and thereafter	95,757		0
Total lease payments	188,932		234
Less: interest	(36,400)		(6)
Present value of lease liabilities	152,532		228
Less: current lease liabilities	(20,357)		(130)
Long-term lease liabilities	$	132,175	$	98

~~The maturities of lease liabilities as of December 31, 2019 includes the future minimum lease payments~~Related Party Transactions for ~~the build-to-suit leases that were presented separately in our 2019 Annual Report on Form 10-K filed with the SEC on December 6, 2019.~~Leases

~~As of September 30, 2019, minimum lease payments under non-cancelable operating leases by period were expected to be as follows (in thousands):~~

Rent expense includes rent paid to related parties, which was approximately $0.5 million for the three months ended December 31, ~~2019~~2020 and ~~2018,~~2019, respectively. Since 1991, ~~certain~~2 of our properties comprising our Orlando, Florida location have been leased from entities controlled by John C. White, ~~an independent director~~who served on our ~~Board~~board of ~~Directors.~~

~~A portion of the property comprising our Orlando, Florida location is occupied pursuant to a lease with the John C. and Cynthia L. White 1989 Family Trust, with the lease term expiring~~directors until his retirement on November 30, 2020. The leases extend through August 19, ~~2022. The~~2022 and August 31, 2022 with annual base lease payments for the first year under this lease ~~totaled~~totaling approximately $0.3 million and $0.7 million, with annual adjustments based on the higher of (i) an amount equal to 4% of the total annual rent for the immediately preceding year or (ii) the percentage of increase in the ~~Consumer Price Index.~~

Another portion of the property comprising our Orlando, Florida location is occupied pursuant to a lease with Delegates LLC, an entity controlled by the White Family Trust, with the lease term expiring on August 31, 2022. The beneficiaries of this trust are Mr. White’s children, and the trustee of the trust is not related to Mr. White. Annual base lease payments for the first year under this lease totaled approximately $0.7 million, with annual

~~adjustments based on the higher of (i) an amount equal to 4% of the total annual rent for the immediately preceding year or (ii) the percentage of increase in the Consumer Price Index.~~CPI. These transactions were not considered significant as of December 31, ~~2019.~~2020.

Accounts payable and accrued expenses consisted of the following:


	December 31, 2020		September 30, 2020
Accounts payable	$	12,039	$	12,471
Accrued compensation and benefits	19,377		28,053
Other accrued expenses	11,805		11,367
Total accounts payable and accrued expenses	$	43,221	$	51,891

December 31, 2019 September 30, 2019
Accounts payable $ 9,227
$ 10,033
Accrued compensation and benefits 21,872
22,230
Other accrued expenses 11,940
13,615
$ 43,039
$ 45,878

~~12.~~ Note 12 - Income Taxes

As discussed in Note 13 on “Income Taxes” in our 2020 Annual Report on Form 10-K filed with the SEC on December 3, 2020, during the year ended September 30, 2020, we recorded an income tax refund of approximately $11.3 million as a result of certain provisions of the CARES Act, of which $7.1 million remained outstanding as of September 30, 2020. During the three months ended December 31, ~~2019 and~~2020, we received approximately $2.8 million in refunds, leaving $4.3 million

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UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

as an income tax receivable recorded in “Receivable, net” on the condensed consolidated balance sheet as of December 31, ~~2018 correspond~~2020. We expect to receive the remaining $4.3 million subsequent to the ~~changes in the deferred~~filing of our consolidated tax ~~assets, which were mainly attributable to the decrease or increase in net operating loss carryforwards, respectively.~~return for our fiscal 2020 later this year.

As of December 31, ~~2019,~~2020, we continued to have a full valuation allowance against all deferred tax assets that rely upon future taxable income for their realization and 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. The amount of the deferred tax assets considered realizable, however, could be adjusted in future periods if estimates of future taxable income during the carryforward period are increased, if objective negative evidence in the form of cumulative losses is no longer present and if additional weight ~~may be~~is given to subjective evidence such as our projections for growth.

~~13.~~ Note 13 - Commitments and Contingencies

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 outcome of pending legal proceedings to which we are a party may have a material adverse effect on our business, cash flows and results of operations or financial condition.

~~14.~~ Note 14 - Shareholders’ Equity

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~~1 vote per share on all matters requiring shareholder approval. On June 9, 2016, our Board of Directors voted to eliminate the quarterly cash dividend on our common stock. Any future common stock dividends require the approval of a majority of the voting power of the Series A Preferred Stock.

Preferred Stock consists of 10,000,000 authorized preferred shares of $0.0001 par value each. As of December 31, ~~2019~~2020 and September 30, ~~2019,~~2020, 700,000 shares of Series A Convertible Preferred Stock ~~(Series~~(“Series A Preferred ~~Stock)~~Stock”) were issued and outstanding. The liquidation preference associated with the Series A Preferred Stock was $100 per share at December 31, ~~2019~~2020 and September 30, ~~2019.~~2020.

Pursuant to the terms of the ~~Securities Purchase Agreement,~~Certificate of Designations of the Series A Preferred Stock, 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)~~(“Cash Dividend”). 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)~~(“Accrued Dividend”). Cash Dividends are payable semi-annually in arrears on September 30 and March 31 of each year, and begin to accrue on the first day of the applicable dividend period. We accrued $1.3 million in Cash Dividends ~~of $1.3 million~~ as of December 31, ~~2019.~~2020.

For further discussion of our preferred stock, see Note 15 on “Shareholders’ Equity” included in our 2020 Annual Report on Form 10-K filed with the SEC on December 3, 2020.

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UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Share Repurchase Program

On December ~~20, 2011,~~10, 2020, our Board of Directors authorized a new share repurchase plan that would allow for the repurchase of up to ~~$25.0~~$35.0 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 theThis new share repurchase ~~program at any time without prior notice. We did not repurchase shares during~~plan replaced the ~~three months ended December 31, 2019. As of December 31, 2019, 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~~previously authorized plan from fiscal 2012. Any repurchases under this ~~program. Under the terms of the Securities Purchase Agreement, future~~new stock ~~purchases under this~~repurchase program require the approval of a majority of the voting power of our Series A Preferred Stock. We did not repurchase any shares during the three months ended December 31, 2020.

Note 15 - Earnings per Share

We calculate basic earnings per common share (“EPS”) pursuant to the two-class method as a result of the issuance of the Series A Preferred ~~Stock.~~

~~15. 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.Stock on June 24, 2016. Our Series A Preferred Stock is considered a participating security because, in the event that we pay a dividend or make a distribution on the outstanding common stock, we shall also pay each holder of the Series A Preferred Stock a dividend on an as-converted basis. ~~As such, for periods subsequent to the issuance of the Series A Preferred Stock, which occurred on June 24, 2016, 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~~EPS 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~~EPS 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. ~~Accordingly, the two-class method was not applicable for the three months ended December 31, 2018.~~

Diluted ~~net income per share~~EPS is calculated using the more dilutive of the ~~as-converted~~two-class method or ~~the two-class~~as-converted method. The two-class method uses net income available to common shareholders and assumes conversion of all potential shares other than the participating securities. The as-converted method uses net income and assumes conversion of all potential shares including the participating securities. Dilutive potential common shares include outstanding stock options, unvested restricted share ~~awards and~~ units and convertible preferred stock. The basic and diluted ~~net income (loss) amounts~~weighted average shares outstanding are the same for the three months ended December 31, ~~2018~~2020 as a result of the net loss available to common shareholders and anti-dilutive impact of the potentially dilutive securities.

Subsequent to the issuance of our December 31, 2019 interim financial statements, we identified that the diluted EPS disclosures incorrectly stated that diluted EPS for the three months ended December 31, 2019 was calculated using the as-converted method and not the two-class method, when in fact diluted EPS was correctly calculated internally using the two-class method. The table in the disclosure summarizing the computation of diluted EPS incorrectly added back “Income allocated to participating securities” to what is equivalent to “Net income available to common shareholders” shown below and incorrectly included the corresponding 21,021 weighted average diluted participating shares outstanding in diluted shares outstanding. The disclosure errors had no impact on reported net income per diluted share for the three months ended December 31, 2019. The disclosures below have been corrected to appropriately reflect diluted EPS under the two-class method for the three months ended December 31, 2019. We have concluded that these corrections were not material to the previously issued condensed consolidated financial statements for the three months ended December 31, 2019.

The following table summarizes the computation of basic and diluted ~~loss per~~EPS share under the two-class or as-converted ~~method:~~method, as well as the anti-dilutive shares excluded:


	Three Months Ended
	December 31,
	2020		2019
Basic earnings per common share:
Net income	$	1,083	$	4,684
Less: Preferred stock dividend declared	(1,313)		(1,323)
Net (loss) income available for distribution	(230)		3,361
Income allocated to participating securities	0		(1,513)
Net (loss) income available to common shareholders	$	(230)	$	1,848

Three Months Ended December 31,

2019
2018

(In thousands)
Income (loss) available for distribution
$ 3,361

$ (9,040 )
Income allocated to participating securities
(1,513 )
—
Income (loss) available for distribution - basic
$ 1,848

$ (9,040 )
Adjustment for dilutive securities on net income:

Net income reallocated to participating securities
1,513

—
Income (loss) available for distribution - diluted
$ 3,361

$ (9,040 )

Weighted average number of shares

Basic shares outstanding
25,663

25,321
Dilutive effect related to employee stock plans
375

—
Dilutive effect related to preferred stock
21,021

—
Diluted shares outstanding
47,059

25,321

Net income (loss) per share - basic
$ 0.07

$ (0.36 )
Net income (loss) per share - diluted
$ 0.07

$ (0.36 )

Table of Contents

~~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 December 31,

2019
2018

(In thousands)
Outstanding stock-based grants
—

307
Convertible preferred stock
—

21,021

—

21,328

UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(UNAUDITED)~~

(~~$’s in~~In thousands, except per share amounts)

(Unaudited)


	Three Months Ended
	December 31,
	2020		2019

Weighted average basic shares outstanding	32,658		25,663

Basic (loss) income per common share	$	(0.01)	$	0.07

Diluted earnings per common share:
Method used:	Two-class		Two-class
Net (loss) income available to common shareholders	$	(230)	$	1,848

Weighted average basic shares outstanding	32,658		25,663
Dilutive effect related to employee stock plans	0		375
Weighted average diluted shares outstanding	32,658		26,038

Diluted (loss) income per common share	$	(0.01)	$	0.07

Anti-dilutive shares excluded:
Outstanding stock-based grants	436		0
Convertible preferred stock	21,021		21,021
Total anti-dilutive shares excluded	21,457		21,021

Dilutive shares under the as-converted method(1)	53,905		47,059

(1) The dilutive shares under the as-converted method assume conversion of the Series A Preferred Stock and are presented here merely for reference. In a net income position, diluted earnings per share is determined by the more dilutive of the two-class method or the as-converted method.

Note 16 - 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~~“Other” category. Our equity method investment and other ~~non-Postsecondary Education~~non-postsecondary education operations are also included within the ~~Other~~“Other” category. Corporate expenses are allocated to ~~Postsecondary education~~“Postsecondary Education” and the ~~Other~~“Other” category based on compensation expense. ~~During three months ended December 31, 2018, Depreciation and amortization includes $0.7 million of amortization of assets subject to a financing obligation.~~

Summary information by reportable segment was as follows:


	Postsecondary Education		Other		Consolidated
Three Months Ended December 31, 2020
Revenues	$	73,560	$	2,565	$	76,125
Income (loss) from operations	1,104		(329)		775
Depreciation and amortization (1)	3,258		24		3,282
Net income (loss)	1,412		(329)		1,083

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UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended December 31,
2019 2018
Revenues
Postsecondary education $ 83,320
$ 79,224
Other 3,914
3,826
Consolidated $ 87,234
$ 83,050
Income (loss) from operations
Postsecondary education $ 4,601
$ (6,231 )
Other (347 ) (974 )
Consolidated $ 4,254
$ (7,205 )
Depreciation and amortization⁽¹⁾

Postsecondary education $ 2,971
$ 3,828
Other 42
47
Consolidated $ 3,013
$ 3,875
Net loss
Postsecondary education $ 5,031
$ (6,839 )
Other (347 ) (878 )
Consolidated $ 4,684
$ (7,717 )

December 31, 2019 September 30, 2019
Goodwill
Postsecondary education $ 8,222
$ 8,222
Other —
—
Consolidated $ 8,222
$ 8,222
Total assets
Postsecondary education $ 375,364
$ 263,974
Other 6,697
6,552
Consolidated $ 382,061
$ 270,526


	Postsecondary Education		Other		Consolidated

Three Months Ended December 31, 2019
Revenues	$	83,320	$	3,914	$	87,234
Income (loss) from operations	4,601		(347)		4,254
Depreciation and amortization (2)	2,971		42		3,013
Net income (loss)	5,031		(347)		4,684













As of December 31, 2020
Total assets	$	428,295	$	6,292	$	434,587

As of September 30, 2020
Total assets	$	435,144	$	6,837	$	441,981

(1) Includes depreciation of training equipment obtained in exchange for services of $0.3 million for the three months ended December 31, 2020.

(2) Excludes depreciation of training equipment obtained in exchange for services of $0.3 million ~~and $0.4 million~~ for the three months ended December 31, ~~2019 and 2018, respectively.~~2019.

~~UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

~~17.~~ Note 17 - Government Regulation and Financial Aid

~~Accreditation~~As discussed at length in our 2020 Annual Report on Form 10-K filed with the SEC on December 3, 2020, our institutions participate in a range of government-sponsored student assistance programs. The most significant of these is ~~a non-governmental process through which~~the federal student aid programs administered by the U.S. Department of Education (“ED”) pursuant to Title IV of the Higher Education Act (“HEA”), commonly referred to as the Title IV Programs. Generally, to participate in the Title IV Programs, an institution ~~voluntarily submits~~must be licensed or otherwise legally authorized to ~~ongoing qualitative reviews~~operate in the state where it is physically located, be accredited by an ~~organization~~accreditor recognized by ED, be certified as an eligible institution by ED, offer at least one eligible program of ~~peer institutions. Accreditation by an ED-recognized accrediting agency is required for an institution~~education, and comply with other statutory and regulatory requirements. See “Part I, Item1. Regulatory Environment” in our 2020 Annual Report on Form 10-K filed with the SEC on December 3, 2020.

To operate and offer postsecondary programs, and to be certified to participate in Title IV ~~Programs. All of our institutions are accredited by the Accrediting Commission of Career Schools and Colleges (ACCSC), a national accrediting agency recognized by ED.~~

~~We believe that~~Programs, each of our institutions must obtain and maintain authorization from the state in which it is physically located (“Home State”). To engage in ~~substantial compliance with ACCSC accreditation standards. Our campuses' grants~~recruiting activities outside of ~~accreditation periodically expire~~its Home State, each institution also may be required to obtain and ~~require renewal, see “Regulatory Environment - State Authorization and Regulation”~~maintain authorization from the states in ~~our 2019 Annual Report on Form 10-K filed with the SEC on December 6, 2019 for further details. A school that~~which it is faithfully engaged in the renewal of accreditation process and is meeting all of the requirements of that process continues to be accredited if the school's term of accreditation has exceeded the period of time last granted by ACCSC.

In December 2019, ACCSC conducted a renewal of accreditation on-site evaluation at our Bloomfield, New Jersey campus, which resulted in zero findings. The campus will be considered for reaccreditation at the May 2020 Commission meeting.

~~State Authorization and Regulation~~

~~Each of our institutions must be authorized by the applicable state education agency where the institution is located to operate and offer a postsecondary education program to its~~recruiting students. Our institutions are subject to extensive, ongoing regulation by each of these states. See “Regulatory Environment - State Authorization and Regulation” in our 2019 Annual Report on Form 10-K filed with the SEC on December 6, 2019. The level of regulatory oversight varies substantially from state to state and is extensive in some states. State laws ~~typically~~may establish standards for instruction, qualifications of faculty, location and nature of facilities and equipment, administrative procedures, marketing, recruiting, student outcomes reporting, disclosure obligations to students, limitations on mandatory arbitration clauses in enrollment agreements, financial operations, and other operational matters. ~~States often change their~~Some states prescribe standards of financial responsibility and mandate that institutions post surety bonds. Many states have requirements ~~in response~~for institutions to ~~ED regulations or to implement requirements that may impact~~disclose institutional and student success, and our institutions must respond quickly to remain in compliance. Also, from time to time, states may transition authority between state agencies and we must comply with the new state agency’s rules, procedures and other documentation requirements. If any one of our campuses were to lose its authorization from the education agency of the state in which the campus is located, that campus would be unable to offer its programs and we could be forced to close that campus. If one of our campuses were to lose its authorization from a state other than the state in which the campus is located, that campus would not be able to recruit students in that state.

~~Regulation of Federal Student Financial Aid Programs~~

~~Accreditation & Academic Definitions.~~ On January 7, 2019, ED released a set of draft proposed regulations for consideration and negotiation by the negotiated rulemaking committee and subcommittees. The draft proposed regulations also cover additional topics, including, but not limited to, amendmentsdata to current ~~regulations regarding the clock to credit hour conversion formula for measuring the lengths of certain educational programs, the return of unearned Title IV funds received for~~and prospective students, ~~who withdraw before completing their educational programs, and the measurement of student academic progress. ED released additional revisions and updates~~as well as to the ~~draft proposed regulations prior to subsequent meetings~~public. And some states require that our schools meet prescribed performance standards as a condition of the committee and subcommittees in early 2019. The committee and subcommittees completed their meetings in April 2019 and reached consensus on draft proposed regulations. On June 12, 2019, ED published proposed regulations on a portioncontinued approval.

Table of ~~these issues (primarily those related to accreditation) in a notice of proposed rulemaking in the Federal Register for public~~Contents

UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(UNAUDITED)~~

(~~$’s in~~In thousands, except per share amounts)

(Unaudited)

Accreditation is a non-governmental process through which an institution voluntarily submits to ongoing qualitative reviews by an organization of peer institutions. Institutional accreditation by an ED-recognized accreditor is required for an institution to be certified to participate in Title IV Programs. All of our institutions are accredited by the Accrediting Commission of Career Schools and Colleges (“ACCSC”), which is an accrediting agency recognized by ED. ACCSC reviews the academic quality of each institution’s instructional programs, as well as the administrative and financial operations of the institution to ~~consider revisions~~ensure that it has the resources necessary to perform its educational mission, implement continuous improvement processes, and support student success. Our institutions must submit annual reports, and at times, supplemental reports, to demonstrate ongoing compliance and improvement. ACCSC requires institutions to disclose certain institutional information to current and prospective students, as well as to the ~~regulations in response to the comments before publishing the final versions~~public, and requires that our schools and programs meet various performance standards as a condition of ~~the regulations. ED stated that it intends to publish proposed regulations on the remaining issues in~~continued accreditation. Institutions must periodically renew their accreditation by completing a ~~separate notice~~comprehensive renewal of proposed rulemaking, but did not indicate when it would publish these proposed changes. On November, 1, 2019, ED published the final regulations. The final regulations include revisions to the standards that accrediting agencies must meet to qualify for ED recognition and revisions to certain requirements pertaining to the reporting and disclosure of institutional information. The general effective date of the final regulations is July 1, 2020, and our process of reviewing the potential impact of the final regulations is continuing.

~~Defense to Repayment Regulations.~~ The current regulations on defense to repayment were published on November 1, 2016, with an effective date of July 1, 2017. On October 24, 2017, ED published an interim regulation that delayed until July 1, 2018, the effective date of the majority of the regulations. On February 14, 2018, a final rule was published in the Federal Register delaying until July 1, 2019 the effective date of the regulations. On September 12, 2018, a U.S. District Court judge issued an opinion concluding, among other things, that the delay in the effective date was unlawful. On October 16, 2018, the judge issued an order declining to extend a stay preventing the regulations from taking effect. Consequently, the November 1, 2016 regulations are now in effect.

The November 1, 2016 regulations included revisions to ED’s standards that institutions must meet to be deemed financially responsible. Among other things, those 2016 regulations require institutions to notify ED within specified time frames for any one of an extensive list of events, actions or conditions that occur on or after July 1, 2017.accreditation process. See ~~“Regulation of Federal Student Aid Programs~~“Part I, Item1. Regulatory Environment - ~~Defense to Repayment Regulations - Financial Protection Requirements”~~Accreditation” in our ~~2019~~ 20 20 Annual Report on Form 10-K filed with the SEC on December ~~6, 2019. In~~3, 2020 for further details and the current status of our campus accreditation. We believe that each of our institutions is in substantial compliance with ACCSC accreditation standards.

The federal government provides a ~~March 15, 2019 electronic announcement,~~substantial part of its support for postsecondary education through Title IV Programs in the form of grants and loans to students who can use those funds at any institution that has been certified as eligible to participate by ED. All of our institutions are certified to participate in Title IV Programs. Significant factors relating to Title IV Programs that could adversely affect us include:

•The 90/10 Rule. As a condition of participation in Title IV Programs, proprietary institutions must agree when they sign their PPA to derive at least 10% of their revenues for each fiscal year from sources other than Title IV Program funds. A proprietary institution is subject to sanctions if it exceeds the 90% level for a single year, and loses its eligibility to participate in Title IV Programs if it derives more than 90% of its revenue from Title IV Programs for two consecutive fiscal years.

•Administrative Capability. To continue its participation in Title IV Programs, an institution must demonstrate that it remains administratively capable of providing the education it promises and of properly managing the Title IV Programs. ED ~~issued guidance regarding~~assesses the ~~implementation~~administrative capability of ~~some~~each institution that participates in Title IV Programs under a series of standards listed in the regulations, which cover a wide range of operational and administrative topics, including the designation of capable and qualified individuals, the quality and scope of written procedures, the adequacy of institutional communication and processes, the timely resolution of issues, the sufficiency of recordkeeping, and the frequency of findings of noncompliance, to name a few. ED’s administrative capability standards also include thresholds and expectations for federal student loan cohort default rates (discussed below), satisfactory academic progress, and loan counseling. Failure to satisfy any of the ~~provisions of~~standards may lead ED to find the ~~November 1, 2016 regulations. The electronic announcement indicates that institutions have an ongoing responsibility~~institution ineligible to notify ED of subsequent actions, events or conditions. One such event is the planned closure of our Norwood, Massachusetts campus before the end of 2020, which we announced on February 18, 2019. The occurrence, and notification to ED, of such actions, events or conditions could resultparticipate in ~~ED recalculating our composite score and/or requiring us to submit a letter of credit in an amount to be calculated by ED and to agree to other conditions on our~~ Title IV participation, which could have a material adverse effect on the Company. In May 2019, we submitted our formal notification to ED regarding the closure of our Norwood, Massachusetts campus. ED acknowledged receipt of the notice, but we have not received further response regarding our submission.

The Department held negotiated rulemaking sessions beginning in November 2017 and ending in February 2018, with the objective of modifying the defense to repayment regulations. However, no consensus was reached on the proposed regulations. ED subsequently published a notice of proposed rulemaking on July 31, 2018 that included the proposed regulations for public comment. On September 23, 2019, ED published the final regulations. The final regulations have a general effective date of July 1, 2020. The Department has not authorized institutions to early implement the new regulations prior to July 1, 2020 with the exception of certain financial responsibility regulations related to operational leases and long-term debt. Consequently, we generally will remain subject to the current regulations until the new regulations take effect on July 1, 2020.

The final regulations published on September 23, 2019 with an effective date of July 1, 2020 continue to include a list of events that could result in ED determining an institution to fail ED’s financial responsibility standards and requiring a letter of credit or other form of acceptable financial protection and the acceptance of other conditions or requirements. The regulations establish revised lists of mandatory triggering events and of discretionary triggering events for which ED may determine that an institution is not able to meet its financial or administrative obligations if the events are likely to have a material adverse effect on the financial condition of the institution. The regulationsPrograms, require the institution to ~~notify ED~~repay Title IV Program funds, change the method of payment of Title IV Program funds, or place the institution on provisional certification as a condition of its continued participation or take other actions against the institution.

•Three-Year Student Loan Default Rates. To remain eligible to participate in Title IV Programs, institutions also must maintain federal student loan cohort default rates below specified levels. An institution whose three-year cohort default rate is 15% or greater for any one of the ~~occurrence~~three preceding years is subject to a 30-day delay in receiving the first disbursement on federal student loans for first-time borrowers.

•Financial Responsibility.All institutions participating in Title IV Programs also must satisfy specific ED standards of ~~a mandatory or discretionary event~~financial responsibility. Among other things, an institution must meet all of its financial obligations, including required refunds to students and any Title IV Program liabilities and debts, be current in ~~accordance with procedures established by ED, typically within 10 days of the occurrence of the event~~its debt payments, comply with certain ~~exceptions.~~past performance requirements, not receive an adverse, qualified, or disclaimed opinion by its accountants in its audited financial statements. Each year, ED ~~may make a determination that an institution fails to meet the~~also evaluates institutions’ financial responsibility ~~standards based on the occurrence~~by calculating a “composite

Table of ~~one or more mandatory or discretionary triggers and impose a letter of credit~~Contents

UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(UNAUDITED)~~

(~~$’s in~~In thousands, except per share amounts)

(Unaudited)

score,” which utilizes information provided in the institutions’ annual audited financial statements. The composite score is based on three ratios: (1) the equity ratio which measures the institution’s capital resources, ability to borrow and financial viability; (2) the primary reserve ratio which measures the institution’s ability to support current operations from expendable resources; and (3) the net income ratio which measures the institution’s ability to operate at a profit. Between composite score calculations, ED also will reevaluate the financial responsibility of an institution following the occurrence of certain “triggering events,” which must be timely reported to the agency.

•Title IV Program Rulemaking.ED is almost continuously engaged in one or more negotiated rulemakings, which is the process pursuant to which it revisits, revises, and expands the complex and voluminous Title IV Program regulations. Recent and significant negotiated rulemakings include the Gainful Employment Rulemaking, the Borrower Defense to Repayment Rulemaking, and the Accreditation and Innovation Rulemaking. New regulations associated with these rulemakings took effect on July 1, 2020, and additional, new rules will take effect on July 1, 2021. We devote significant effort to understanding the effects of these regulations on our business and to developing compliant solutions that also are congruent with our business, culture, and mission to serve our students and industry relationships. However, we cannot predict with certainty how these new and developing regulatory requirements will be applied or whether each of our schools will be able to comply with all of the requirements in the future.

Other Federal and State Student Aid Programs

Some of our students also receive financial aid from federal sources other ~~conditions upon~~than Title IV Programs, such as the ~~institution. See “Regulation~~programs administered by the VA, the Department of Defense (“DOD”) and under the Workforce Investment Act. Additionally, some states provide financial aid to our students in the form of grants, loans or scholarships. Our Long Beach, Rancho Cucamonga and Sacramento, California campuses, for example, are currently eligible to participate in the Cal Grant program. All of our institutions must comply with the eligibility and participation requirements applicable to each of these funding programs, which vary by funding agency and program.

Each year we derive a portion of our revenues, on a cash basis, from veterans’ benefits programs, which include the Post-9/11 GI Bill, the Montgomery GI Bill, the Reserve Education Assistance Program (“REAP”) and VA Vocational Rehabilitation. To continue participation in veterans’ benefits programs, an institution must comply with certain requirements established by the VA.

COVID-19, the CARES Act, and the CRRSAA

On March 13, 2020, the United States declared a national emergency concerning the COVID-19 pandemic, effective March 1, 2020. ED, consistent with its authority under then-existing statutes and regulations, issued guidance on March 5, 2020, outlining a range of accommodations intended to address interruptions of study related to COVID-19. On March 27, 2020, President Trump signed the CARES Act, which provided additional flexibilities and accommodations, beyond those offered by the ED in its March 5, 2020 guidance, particularly with regard to the campus-based assistance programs, the measurement of satisfactory academic progress and the return of unearned Title IV Program funds to ED. Shortly thereafter, on April 3, 2020, ED issued further guidance, providing additional regulatory flexibilities, and in some cases, implementing the accommodations provided for in the CARES Act. ED periodically updated and supplemented this guidance over the following months. Guidance also was published regarding immigration, discrimination, safety, and privacy issues, as well as the Higher Education Emergency Relief Fund (“HEERF”) established under the CARES Act.

On December 11, 2020, ED published a notice in the Federal Register extending the end dates of COVID-19-related waivers and modifications, and introducing several new flexibilities using its authority granted by the Higher Education Relief Opportunities for Students (“HEROES”) Act of 2003.

On December 27, 2020, President Trump signed a $2.3 trillion spending bill that combined a $1.4 trillion omnibus appropriations bill for federal fiscal year 2021 with $900 billion in supplemental appropriations to provide relief for the COVID-19 pandemic. As part of the omnibus appropriations bill, Congress simplifies the Free Application for Federal Student Aid, ~~Programs~~provides a $15 million increase to the Federal Supplemental Educational Opportunity Grant program, and adds an additional $10 million for Federal Work Study. This latter piece of legislation is known as the Coronavirus Response and

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UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Relief Supplemental Appropriations Act, 2021 (“CRRSAA”). The CRRSAA extends the Paycheck Protection Program and allocates to it an additional $284.5 billion, and includes The Higher Education Emergency Relief Fund II (“HEERF II”), which makes an addition $22.7 billion available to higher education institutions to mitigate the impact of the COVID-19 pandemic. Of this amount, private, proprietary institutions are allocated approximately $681 million. On January 14, 2021, ED made extensive guidance available regarding the administration of the HEERF II program.

We have reviewed and implemented many of the flexibilities created by the CARES Act and ED’s guidance, including the opportunity to temporarily offer distance education, discussed below, and we presently are evaluating the flexibilities and funding opportunities created by the CRRSAA. We continue to review new guidance from ED and to implement available legislative and regulatory relief as applicable.

In response to the COVID-19 pandemic, ED provided broad approval for institutions to use distance learning modalities without going through the standard ED approval process for payment periods that begin on or before December 31, 2020, or the end of the payment period that includes the end date for the federally-declared emergency related to COVID-19, whichever occurs later. ED also permitted accreditors to waive their distance education review requirements. In its December 11, 2020 Federal Register notice, ED extended these flexibilities through the end of the payment period that begins after the date on which the federally-declared national emergency related to COVID-19 is rescinded. This extra payment period beyond the national emergency end date will facilitate a successful transition to non-pandemic requirements following the end of the national emergency.

ACCSC has granted institutions temporary approval to offer distance education through December 31, 2020 for the end of the emergency and continues to allow schools to offer distance education as long as applications were submitted by December 31, 2020. State agencies have also provided distance education flexibility, but the processes and expiration dates for temporary distance education approval vary by state, and states have been granting extensions to these temporary approvals as they approach expiration. We have availed ourselves of this temporary flexibility in all our programs and believe we are in substantial compliance with all state and ACCSC requirements.

To afford us additional flexibility beyond the current temporary approval period(s), we have initiated the approval process with ACCSC, state agencies, or both to be able of offer distance education and a blended learning format for all of our programs on a more permanent basis. Additionally, as a result of previously implementing a blended learning format for certain of our Automotive, Diesel and Automotive/Diesel programs in 2010, we are currently approved to offer distance education at our Avondale, Arizona, Rancho Cucamonga, California, Sacramento, California, Orlando, Florida, Dallas-Ft. Worth, Texas, Long Beach, California and Bloomfield, New Jersey campuses for those programs by ACCSC, state agencies, or both.

As discussed in “Note 21 - ~~Financial Protection Requirements”~~Higher Education Emergency Relief Fund under the CARES Act” in our ~~2019~~2020 Annual Report on Form 10-K filed with the SEC on December ~~6, 2019.~~

~~Closed School Loan Discharges.~~ ~~ED published new regulations on September 23, 2019 that included proposed regulations on a variety of topics, including amendments~~3, 2020, in May 2020, we were granted approximately $33.0 million in HEERF funds for emergency grants to ~~regulations related~~student and to cover institutional costs associated with significant changes to the ~~discharge~~delivery of instruction due to coronavirus. As of September 30, 2020, we had awarded all $16.5 million designated for emergency student ~~loans based on~~grants to approximately 9,000 students.

HEERF Funds for Significant Changes to the ~~school’s closure or a false claim~~Delivery of ~~high school completion under certain circumstances. The new regulations take effect on July 1,~~Instruction

In May 2020, ~~and apply~~we received $16.5 million to ~~loans first disbursed on or after July 1, 2020. Among other things,~~cover institutional costs associated with significant changes to the ~~new regulations allows~~delivery of instruction due to coronavirus. Such funds may be used to provide additional emergency financial aid grants to students, to obtain a discharge if, among other requirements, they were enrolled not more than 180 days before the campus closed. ED has the authority to extend the 180-day period for extenuating circumstances. The borrower also must certify that the student has not accepted the opportunity to complete, or is not continuing in, the program of study or comparable program through either ancover institutional teach-out plan performed by the school or a teach-out agreement at another school, approved by the school’s accrediting agency and, if applicable, state licensing agency. ED also has the authority to discharge on its own initiative the loans of qualified borrowers without a borrower application if the borrower did not subsequently re-enroll in any Title IV eligible institution within three years from the date the school closed. The September 23, 2019 regulations limit this authority to schools that close between November 1, 2013 and July 1, 2020. On February 18, 2019, we announced that our campus in Norwood, Massachusetts is no longer accepting new student applications, and its last class group of students started on March 18, 2019. The campus is expected to close before the end of fiscal year 2020, after the July 1, 2020 effective date of the regulations. We intend to teach out all of the students currently enrolled at the campus, although certain students may elect to withdraw before graduation, and we cannot predict the number of any students who might withdraw priorcosts associated with significant changes to the ~~closure~~delivery of ~~the campus~~instruction due to coronavirus, or not used at all and ~~potentially qualify for a loan discharge.~~

~~An electronic announcement published by ED on November 25, 2019 stated that ED was about to begin issuing letters assessing closed school loan discharge liabilities against schools pursuant~~returned to the ~~2016 borrower defense regulations.~~government. The letter stated that such schools would be given an opportunity to request reconsideration by submitting written evidence to show that the determination is unwarranted. UTI has not received any such assessment letters from ED.

~~Compliance with Regulatory Standards and Requests.~~ Asallowable institutional costs for these institutional HEERF funds are described in “Note 21 - Higher Education Emergency Relief Fund under the CARES Act” in our ~~2019~~2020 Annual Report on Form 10-K filed with the SEC on December 6, 2019, in connection with the issuance of our Series A Preferred Stock, effective July 2016 ED requested the submission of bi-weekly cash flow projection reports and a monthly student roster. On February 28, 2018, ED notified us that the cash flow projection reports would be required on a monthly basis instead of the previously requested bi-weekly basis. This special reporting will continue until we are otherwise notified by ED.3, 2020.

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UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

During the year ended September 30, 2020, we incurred $15.1 million in allowable costs related to the changes in the delivery of instruction due to the coronavirus. Additionally, during the year ended September 30, 2020, we used $0.6 million of the institutional funds for additional emergency grants to our students. Including the additional student grants, the total institutional funds spent during fiscal 2020 was approximately $15.7 million. As of September 30, 2020, we had drawn down $13.9 million of the institutional funds into our operating cash account as partial reimbursement for the $15.7 million of eligible costs incurred during the year ended September 30, 2020. We drew down the remaining $1.8 million for the eligible costs incurred during the year ended September 30, 2020 in October 2020.

During the three months ended December 31, 2020, we incurred $0.9 million in allowable costs related to the changes in the delivery of instruction due to the coronavirus, thereby utilizing the remaining available funds. Of the $0.9 million incurred, $0.3 million was recorded in “Educational services and facilities” and $0.6 million was recorded in “Selling, general and administrative” on the condensed consolidated statements of operation for the three months ended December 31, 2020. The $0.9 million was drawn down prior to December 31, 2020 and is included in our “Cash and cash equivalents” on our condensed consolidated balance sheet as of December 31, 2020.

Subsequent Events Related to Additional Grants of HEERF Funds for Student Grants

As noted above, the CRRSAA includes HEERF II, which makes an additional $22.7 billion available to higher education institutions. Of this amount, private, proprietary institutions are allocated approximately $681 million. The statute permits proprietary institutions to use HEERF II funds to provide financial aid grants to students, and requires that institutions prioritize the grants to students with exceptional need, such as students who receive Pell Grants. On January 14, 2021, ED issued guidance regarding the administration of the HEERF II program, and released an allocation schedule indicating that we will receive approximately $16.8 million for purposes of funding HEERF II student grants. We have submitted the appropriate applications for these funds and the ED has confirmed receipt.

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 condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and those in our ~~2019~~2020 Annual Report on Form 10-K filed with the SEC on December ~~6, 2019.~~3, 2020. 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 ~~2019~~2020 Annual Report on Form 10-K and included in Part II, Item 1A of this Quarterly Report on Form 10-Q. See also ~~"Special~~“Cautionary Note Regarding Forward-Looking ~~Statements"~~Statements” on page ii of this Quarterly Report on Form 10-Q.

We are the leading provider of postsecondary education for students seeking careers as professional automotive, diesel, collision repair, motorcycle and marine technicians as ~~well as welders and CNC machining technicians as~~ measured by total average undergraduate full-time enrollment and graduates. We also provide programs for welders and computer numeric control (“CNC”) machining technicians. We offer certificate, diploma or degree programs at 1312 campuses across the United ~~States. Additionally, we~~States under the banner of several well-known brands, including Universal Technical Institute, Motorcycle Mechanics Institute, Marine Mechanics Institute and NASCAR Technical Institute. We also offer ~~MSAT~~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. WeFounded in 1965, we have provided technical education for ~~54 years.~~more than 55 years and have graduated more than 220,000 technicians.

~~We work closely~~To ensure our programs provide students with ~~leading~~the necessary hard and soft skills needed upon graduation, we have relationships with over 35 original equipment manufacturers ~~(OEMs)~~ and ~~employers~~industry brand partners across the country to understand their needs for qualified service professionals. Through our industry relationships, we are able to continuously refine and expand our programs and curricula. We believe our ~~industry-oriented~~industry-focused educational ~~philosophy~~model and national presence have enabled us to develop valuable industry relationships, which provide us with significant competitive ~~strength~~strengths and ~~support~~supports our market ~~leadership.~~

~~Participating manufacturers typically assist us in the development of course content and curricula, while providing us~~leadership, along with vehicles, equipment, specialty tools and parts at reduced prices or at no charge. In some instances, they offer tuition reimbursement and other hiring incentives to our graduates. Our collaboration with OEMs enablesenabling 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 receive industry-recognized certifications and credentials from the manufacturers 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.

~~In addition to the OEMs, our~~ industry relationships also extend to thousands of local employers, after-market retailers, fleet service providers and enthusiast organizations. Other target groups for relationship-building, such as parts and tools suppliers, provide us with a variety of strategic and financial benefits that include equipment sponsorship, new product support, licensing and branding opportunities and financial sponsorship for our campuses and students.

As a result of the COVID-19 pandemic during 2020, ~~Overview~~we have transitioned our on-campus, in-person education model to a blended training model that combines instructor-facilitated online teaching and demonstrations with hands-on labs. On campus labs have been redesigned to meet the health, safety and social distancing guidelines recommended or required by the Centers for Disease Control (“CDC”) and state and local jurisdictions, while still meeting our accreditation and curriculum requirements. Both the ED and the Accrediting Commission of Career Schools and Colleges (“ACCSC”) granted institutions temporary approval to offer distance learning through December 31, 2020. The ED has extended these flexibilities through the end of the payment period that begins after the date on which the federally-declared national emergency related to COVID-19 is rescinded, and the ACCSC continues to allow schools to offer distance education as long as applications were submitted by December 31, 2020. To afford us additional flexibility beyond the current temporary approval period(s), we have initiated the approval process with the ACCSC and the appropriate state agencies to be able to offer distance education and a blended learning format for all of our programs on a more permanent basis. Additionally, we continue to invest in the online delivery platform and curriculum to further enhance the student experience and student outcomes.

Despite the ongoing impacts of the COVID-19 pandemic, we had an increase of ~~3.3%~~1.8% in our average undergraduate full-time enrollment to ~~11,600 students~~11,813 for the three months ended December 31, ~~2019. We~~2020. Additionally, we started ~~1,594~~1,927 new students during the

three months ended December 31, ~~2019,~~2020, which was an increase of ~~7.7%~~20.9% from the prior year comparable period, ~~excluding the impact of the Norwood, Massachusetts campus. The increase in starts was primarily the result of the transformation plan initiatives and continued execution of the metro campus strategy.~~reflecting strong front-end demand across all channels.

~~Our revenues~~Revenues for the three months ended December 31, ~~2019~~2020 were ~~$87.2~~$76.1 million, ~~an increase~~a decrease of ~~$4.2~~$11.1 million, or ~~5.0%~~12.7%, from the comparable period in the prior year. We had operating income of $4.3 million compared to an operating loss of $7.2 million for the same period in the prior year. The improvement in our operating results was due to the increase in revenue and decrease in expense, which was partially caused by the $4.0 million consultant termination fee expense recognized in the first fiscal quarter of 2019. Our results of operations were impacted by the opening of our new campus in Bloomfield, New Jersey in August 2018, and the process to exit the Norwood, Massachusetts campus to be completed by the end of fiscal 2020, as follows.

We had income from operations of $0.8 million ~~and $2.5 million, respectively, and direct costs of $1.6 million and $2.5 million, respectively. We incurred a net loss of $0.8 million~~in the three months ended December 31, 2020 compared to ~~a net operating loss of less than $0.1~~$4.3 million ~~for the comparable period~~ in the prior ~~year. For further discussion, see~~year period. Our decrease in income from operations was primarily driven by our decrease in revenue, which was partially offset by decreases in expenses such as occupancy, advertising and travel expenses.

In support of our goal to continue to be the ~~Current Report~~leading provider of postsecondary education for students seeking careers as professional automotive, diesel, collision repair, motorcycle and marine technicians, as well as welders and CNC machining technicians, and the leading supplier of entry-level skilled technicians for the industries we serve, we continue to pursue the following business strategies: return on ~~Form 8-K filed~~education; strengthen industry relationships; recruit, train and identify employment opportunities for more students; education program affordability; and overall company growth and diversification.

During the three months ended December 31, 2020, some actionable steps in executing our business strategies included:


			Gross Unrealized				Estimated Fair
Due in less than 1 year:	Amortized Cost		Gains		Losses		Market Value
Corporate and municipal bonds	$	27,878	$	0	$	(20)	$	27,858
Total as of December 31, 2020	$	27,878	$	0	$	(20)	$	27,858



	Liability Balance at September 30, 2019		Postemployment Benefit Charges		Cash Paid			Other Non-cash (1)			Liability Balance at December 31, 2019
Severance	$	721	$	1,501	$	(1,166	)	$	64		$	1,120
Other	32		19		(7		)	(12		)	32
Total	$	753	$	1,520	$	(1,173	)	$	52		$	1,152


			Fair Value Measurements Using
	December 31, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Money market funds(1)	$	33,999	$	33,999	$	0	$	0
Notes receivable(2)	35,321		0		0		35,321
Corporate bonds(3)	21,663		21,663		0		0
Municipal bonds and other(3)	6,195		6,195		0		0
Total assets at fair value on a recurring basis	$	97,178	$	61,857	$	0	$	35,321


			Fair Value Measurements Using
	September 30, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Money market funds(1)	$	43,322	$	43,322	$	0	$	0
Notes receivable(2)	32,793		0		0		32,793
Corporate bonds(3)	33,119		33,119		0		0
Municipal bonds and other(3)	4,913		4,913		0		0
Total assets at fair value on a recurring basis	$	114,147	$	81,354	$	0	$	32,793


									Depreciable Lives (in years)	December 31, 2020		September 30, 2020
	Depreciable Lives (in years)	December 31, 2019			September 30, 2019
Land	—	$	3,189		$	3,189
Buildings and building improvements	3-35	26,504			82,653
Land (1)								Land (1)	—	$	8,351	$	3,189
Buildings and building improvements (1)								Buildings and building improvements (1)	3-35	68,159		28,046
Leasehold improvements	1-28	67,592			53,020			Leasehold improvements	1-28	63,267		62,899
Training equipment	3-10	95,683			96,737			Training equipment	3-10	91,899		91,731
Office and computer equipment	3-10	35,787			35,927			Office and computer equipment	3-10	33,591		33,524
Curriculum development	5	19,692			19,692			Curriculum development	5	19,692		19,692
Software developed for internal use	1-5	11,354			11,354			Software developed for internal use	1-5	11,959		11,951
Vehicles	5	1,479			1,454			Vehicles	5	1,449		1,502
Right-of-use assets for finance leases								Right-of-use assets for finance leases	2-3	359		359
Construction in progress	—	2,360			1,631			Construction in progress	—	2,671		2,213
		263,640			305,657					301,397		255,106
Less accumulated depreciation and amortization		(189,825		)	(201,531		)
Less: Accumulated depreciation and amortization								Less: Accumulated depreciation and amortization		(184,760)		(182,363)
		$	73,815		$	104,126				$	116,637	$	72,743



	Three Months Ended December 31,
	2019		2018
	(In thousands, except per share amounts)
Revenues	$	87,234	$	83,050
Operating expenses:
Educational services and facilities	42,876		45,735
Selling, general and administrative	40,104		44,520
Total operating expenses	82,980		90,255
Income (loss) from operations	4,254		(7,205		)
Other income (expense):
Interest income	336		403
Interest expense	—		(814		)
Equity in earnings of unconsolidated affiliate	—		97
Other income (expense), net	178		(65		)
Total other income (expense), net	514		(379		)
Income (loss) before income taxes	4,768		(7,584		)
Income tax expense	84		133
Net income (loss)	$	4,684	$	(7,717	)
Preferred stock dividends	1,323		1,323
Income (loss) available for distribution	$	3,361	$	(9,040	)

Income (loss) per share:
Net income (loss) per share - basic	$	0.07	$	(0.36	)
Net income (loss) per share - diluted	$	0.07	$	(0.36	)
Weighted average number of shares outstanding:
Basic	25,663		25,321
Diluted	47,059		25,321



	December 31, 2019		December 31, 2018
	(In thousands)
Cash and cash equivalents	$	70,533	$	58,649
Restricted cash	14,930		14,782
Total cash, cash equivalents and restricted cash shown in condensed consolidated statements of cash flows	$	85,463	$	73,431


	December 31, 2020		September 30, 2020
Receivables, which includes tuition and notes receivable	$	49,725	$	53,144
Deferred revenue	42,616		40,694



	December 31, 2019		September 30, 2019
Assets financed by financing obligations, gross	$	—	$	45,816
Less accumulated depreciation and amortization	—		(14,208		)
Assets financed by financing obligations, net	$	—	$	31,608



	Three Months Ended December 31, 2019
Operating lease expense	$	7,521
Variable lease expense	999
Sublease income	(351		)
Total lease cost	$	8,169



	Three Months Ended December 31, 2019
Cash paid for amounts included in the measurement of operating lease liabilities	$	8,131
Non-cash activity:
Lease liabilities arising from obtaining right-of-use assets	$	148,790



Years ending September 30,
Remainder of 2020	$	22,908
2021	28,449
2022	26,303
2023	15,632
2024	14,491
2025 and thereafter	81,165
Total lease payments	188,948
Less: interest	(32,252		)
Present value of lease liabilities	$	156,696



Years ending September 30,	Gross		Sublease income			Net
2020	$	26,379	$	(362	)	$	26,017
2021	23,531		(77		)	23,454
2022	21,621		(78		)	21,543
2023	10,461		(20		)	10,441
2024	9,180		—			9,180
Thereafter	41,822		—			41,822
Total lease payments	$	132,994	$	(537	)	$	132,457



ISSUER PURCHASES OF EQUITY SECURITIES
Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans Or Programs (In thousands)
Tax Withholdings
October 1-31, 2019	—	$	—	—	$	—
November 1-30, 2019	—	$	—	—	$	—
December 1-31, 2019	67,967	$	5.61	—	$	—
Total	67,967	$	5.61	—	$	—



Exhibit Number		Description
~~10.1~~ 10.1*		~~Retirement~~ Asset Purchase and Sale Agreement, ~~and Release of Claims,~~ dated ~~October 31, 2019,~~December 23, 2020, by and between ~~the Registrant~~UNIVERSAL TECHNICAL INSTITUTE OF ARIZONA, LLC and ~~Kimberly J. McWaters, as amended. (Incorporated by reference to Exhibit 10.16 to the Form 10-K filed by the Registrant on December 6, 2019.)~~MECHANIC (AZ) QRS 15-41, INC.
~~10.2~~ 31.1*		~~Employment Agreement, dated November 1, 2019, by and between the Registrant and Jerome A. Grant. (Incorporated by reference to Exhibit 10.2 to the Form 8-K filed by Registrant on October 21, 2019.)~~
~~31.1~~	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ~~(Filed herewith.)~~
~~31.2~~ 31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ~~(Filed herewith.)~~
~~32.1~~ 32.1*+		Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ~~(Filed herewith.)~~
~~32.2~~ 32.2*+		Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ~~(Filed herewith.)~~
~~101~~101.INS*		~~Quarterly Report on Form 10-Q for the quarter ended December 31, 2019, formatted~~XBRL Instance Document.
101.SCH*		XBRL Taxonomy Extension Schema Document.
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Loss; (iii) Condensed Consolidated Statements of Comprehensive Loss; (iv) Condensed Consolidated Statement of Shareholders’ Equity; (v) Condensed Consolidated Statements of Cash Flows; and (v) Notes to Condensed Consolidated Financial Statements.Exhibit 101)