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Universal Technical Institute Inc: Form 10-Q for the period ended Mar 31, 2026

Filed with the SEC on May 7, 2026 and accepted by EDGAR at May 7, 2026, 08:59 ET.

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Management's discussion and analysis

As filed, 54,164 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

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 2025 Annual Report on Form 10-K. 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 2025 Annual Report on Form 10-K and included in Part II, Item 1A of this Quarterly Report on Form 10-Q. See also “Cautionary Note Regarding Forward-Looking Statements” on page ii of this Quarterly Report on Form 10-Q.

Company Overview

Universal Technical Institute, Inc., which together with its subsidiaries is referred to as the “Company,” “we,” “us” or “our,” was founded in 1965 and is a leading workforce solutions provider serving students, partners, and communities nationwide. The Company offers high-quality education and training programs and support services for in-demand careers through its two reportable segments (also referred to as “divisions”): Universal Technical Institute and Concorde Career Colleges. We offer the majority of our programs in a hands-on learning model through labs and clinical placements, as well as classroom delivery and blended delivery models. Our reporting structure is as follows:

Universal Technical Institute (“UTI”): UTI operates 16 campuses located in nine states and offers a wide range of degree and non-degree transportation and skilled trades technical training programs. UTI also offers manufacturer specific advanced training programs, which include student-paid electives, at our campuses and manufacturer or dealer sponsored training at certain campuses and dedicated training centers. Lastly, UTI provides dealer technician training or instructor staffing services to manufacturers.

Concorde Career Colleges (“Concorde”): Concorde operates across 18 campuses in eight states and online, offering degree, non-degree, certificate and continuing education programs in the allied health, dental, nursing, patient care and diagnostic fields. The Company has designated campuses that offer degree granting programs as “Concorde Career College” where allowed by state regulation. The remaining campuses are designated as “Concorde Career Institute.” Concorde believes in preparing students for their health care careers with practical, hands-on experiences including opportunities to learn while providing care to real patients. Prior to graduation, students will complete a number of hours in a clinical setting or externship, depending upon their program of study.

“Corporate” includes corporate related expenses that are not allocated to the UTI or Concorde reportable segments. See Note 15 of the notes to our condensed consolidated financial statements herein for additional details on our segments.

All of our campuses are accredited and are eligible for federal student financial assistance funds under the Higher Education Act of 1965, as amended, commonly referred to as Title IV Programs, which are administered by the U.S. Department of Education (“ED”). Our programs are also eligible for financial aid from federal sources other than Title IV Programs, such as the programs administered by the U.S. Department of Veterans Affairs and under the Workforce Innovation and Opportunity Act.

We believe that our industry-focused educational model and national presence has enabled us to develop valuable industry relationships, which provide us with significant competitive advantages and supports our market leadership, along with enabling us to provide highly specialized education to our students, resulting in enhanced employment opportunities and the potential for higher wages for our graduates.

Overview of the Three and Six Months Ended March 31, 2026

Revenues for the three months ended March 31, 2026 were $221.4 million, an increase of $14.0 million, or 6.7%, from the comparable period in the prior year. UTI revenues increased by approximately $8.5 million, or 6.3%, and Concorde revenues increased by approximately $5.5 million, or 7.5%. Both segment increases were primarily driven by higher average full-time active students and new program launches associated with the continued execution of our growth and diversification strategy.

Revenues for the six months ended March 31, 2026 were $442.2 million, an increase of $33.4 million, or 8.2%, from the comparable period in the prior year. UTI revenues increased by approximately $19.9 million, or 7.5%, and Concorde revenues increased by approximately $13.5 million, or 9.4%. Both segment increases were primarily driven by higher average full-time active students and new program launches associated with the continued execution of our growth and diversification strategy.

Total income from operations was $0.3 million and $16.0 million during the three and six months ended March 31, 2026, respectively, compared to $16.9 million and $44.3 million for the three and six months ended March 31, 2025. The decrease for the three and six months ended March 31, 2026 was primarily driven by approximately $11 million and $19 million, respectively, of strategic growth expenses for new programs and campuses expected to launch over the next several years. Productivity improvements and proactive cost reductions partially offset these growth expenses and have been a key part of our operating model for the past several years. We continue to identify and execute on optimization opportunities throughout our operations.

Business Strategy

Our business strategy has three key tenets: (i) to grow the business by more deeply penetrating existing target markets and adding new markets; (ii) to diversify the business by adding new locations, programs, and offerings that maximize the lifetime value of our students; and (iii) to continually optimize the business by constantly enhancing operational efficiency.

During the six months ended March 31, 2026, we executed the following as part of our business strategy:

  • The Company announced Glendale, Arizona as the site of a new Concorde campus with approximately 53,000 square feet and capacity for more than 620 students. Pending receipt of the required regulatory approvals, the Company expects to open the new campus in 2027.
  • The UTI San Antonio, Texas campus successfully opened in March 2026 as the Company’s first-ever campus focused exclusively on skilled trades programs. At its approximately 51,000 square foot facility, UTI San Antonio, Texas offers programs including aviation, welding, HVACR and various electrical training programs.
  • We completed the expansion of the UTI Dallas, Texas campus, which allowed us to add aviation, HVACR, and multiple electrical and industrial technology programs. The expansion includes a new approximately 30,000 square foot facility near the existing campus and is expected to increase capacity by nearly 1,000 additional students.
  • UTI announced that student recruitment has begun for its new Atlanta, Georgia campus. Scheduled to open in summer 2026, the UTI Atlanta, Georgia campus is the Company’s first campus in the state of Georgia. The approximately 117,000 square foot facility will offer multi-discipline programs in automotive, diesel, aviation, electrical, robotics and automation, HVACR and welding.
  • In addition to its recently announced Glendale, Arizona campus, the Company announced three new campus locations as part of Phase II of its North Star strategy. These campuses include a UTI campus in Salt Lake City, Utah and Concorde campuses in Houston, Texas and Atlanta, Georgia. All are expected to open in 2027 pending regulatory approvals.
  • Concorde announced plans to relocate its North Hollywood, California campus to a larger, modern facility in Burbank, California. The relocated campus is expected to open in spring 2027 and will occupy more than 48,000 square feet, enabling Concorde to expand healthcare program offerings and increase student capacity by up to 45% at the new location.

In addition, we continue to pursue other opportunities that align with our business strategy.

Regulatory Environment

See Note 16 of the notes to our condensed consolidated financial statements herein for a discussion of our regulatory environment.

Results of Operations: Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

The following table sets forth selected statements of operations data as a percentage of revenues for each of the periods indicated.

Three Months Ended March 31, 2026 % of Revenue 2025 % of Revenue
Revenues $221,402 100.0% $207,447 100.0%
Operating expenses:
Educational services and facilities 117,429 53.0% 102,488 49.4%
Selling, general and administrative 103,634 46.8% 88,106 42.5%
Total operating expenses 221,063 99.8% 190,594 91.9%
Income from operations 339 0.2% 16,853 8.1%
Interest income 1,060 0.5% 1,629 0.8%
Interest expense (993) (0.4)% (1,657) (0.8)%
Other (expense) income, net (23) —% 9 —%
Total other income (expense), net 44 0.1% (19) —%
Income before income taxes 383 0.2% 16,834 8.1%
Income tax benefit (expense) 50 —% (5,388) (2.6)%
Net income $433 0.2% $11,446 5.5%

Revenues and Student Metrics

Student Metrics Three Months Ended March 31, 2026 2025 % Change
Average full-time active students 26,385 24,604 7.2%
Total new student starts 7,569 6,650 13.8%
End of period full-time active students 26,405 24,851 6.3%

Our revenues for the three months ended March 31, 2026 were $221.4 million, an increase of $14.0 million, or 6.7%, as compared to revenues of $207.4 million for the three months ended March 31, 2025. Average full-time active students for the three months ended March 31, 2025 was 26,385, an increase of 7.2% compared to the prior year. For the three months ended March 31, 2026, the increase in consolidated new student starts, average full-time active students and end of period full-time active students reflects the impact of new campus and program launches and expansions during recent years that further broadened access to high-demand skilled trades and healthcare training. These initiatives align with our growth and diversification strategy and continue to support strong enrollment trends across the UTI and Concorde segments.

Educational services and facilities expenses

The following table sets forth the significant components of our educational services and facilities expenses (in thousands):

Three Months Ended March 31, 2026 2025 $ Change % Change
Compensation and related costs $68,239 $60,779 $7,460 12.3%
Occupancy costs 14,942 13,208 1,734 13.1%
Supplies, maintenance and student expense 19,245 14,315 4,930 34.4%
Depreciation and amortization expense 8,465 7,536 929 12.3%
Other educational services and facilities expenses 6,538 6,650 (112) (1.7)%
Total educational services and facilities expense $117,429 $102,488 $14,941 14.6%

26

Our educational services and facilities expenses were $117.4 million for the three months ended March 31, 2026, as compared to $102.5 million for the three months ended March 31, 2025. This increase was primarily due to the increased student volumes during the period and costs associated with the execution of our business strategy, partially offset by cost savings from our operational initiatives.

Compensation and related costs increased by $7.5 million for the three months ended March 31, 2026, primarily due to the addition of instructors and other campus related personnel hired to support the expansion of new programs and campuses and overall growth in the student population.

Occupancy costs increased by $1.7 million for the three months ended March 31, 2026, primarily due to new lease activity associated with the announced new campuses and annual rate increases on existing leases.

Supplies, maintenance and student expense increased by $4.9 million for the three months ended March 31, 2026, primarily due to additional purchases of student training aids and supplies to support our growth initiatives and increased student population.

Depreciation and amortization expense increased by $0.9 million for the three months ended March 31, 2026, primarily due to capital expenditures related to new property and equipment for our program expansions.

Selling, general and administrative expenses

The following table sets forth the significant components of our selling, general and administrative expenses (in thousands):

Three Months Ended March 31, 2026 2025 $ Change % Change
Compensation and related costs $46,206 $42,506 $3,700 8.7%
Advertising and marketing expense 31,455 23,954 7,501 31.3%
Other selling, general and administrative expenses 25,973 21,646 4,327 20.0%
Total selling, general and administrative expenses $103,634 $88,106 $15,528 17.6%

Our selling, general and administrative expenses for the three months ended March 31, 2026 were $103.6 million, as compared to $88.1 million for the three months ended March 31, 2025. This increase was primarily due to strategic growth expenses associated with our new programs and new campuses that are expected to launch over the next several years.

Compensation and related costs increased by $3.7 million for the three months ended March 31, 2026 primarily due to additional headcount hired to support the execution of our growth strategy.

Advertising and marketing expense increased year-over-year by $7.5 million. Advertising and marketing expense as a percentage of revenues increased to 14.2% for the three months ended March 31, 2026 as compared to 11.5% in the prior year. This increase is due to additional advertising efforts to support the upcoming launches of multiple new campuses and expansions of programs on our existing campuses.

Other selling, general and administrative expenses increased by $4.3 million primarily due to an increase in our provision for credit losses of $7.4 million as a result of higher revenues and higher student volumes. This was offset by other expense decreases as we continue to focus on cost optimization.

Income taxes

Income tax benefit for the three months ended March 31, 2026 was $0.1 million, or 13.0% of pre-tax loss, compared to income tax expense of $5.4 million, or 32.0% of pre-tax income, for the three months ended March 31, 2025. The effective income tax rate for the three months ended March 31, 2026 differed from the federal statutory rate of 21% primarily due to non-deductible executive compensation, stock-based compensation expense and state and local income and franchise taxes. The effective income tax rate for the three months ended March 31, 2025 differed from the federal statutory rate of 21% primarily due to non-deductible executive compensation, stock-based compensation expense, refinements to the federal research and development tax credits and state and local income and franchise taxes. See Note 13 of the notes to the condensed consolidated financial statements herein for additional details.

Segment Results of Operations for the Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

As part of Phase II of our North Star growth strategy and to support our new campus growth initiatives, we have further refined our operating model to pursue future growth goals and support the business. In furtherance of the foregoing, we have centralized the operations of our accounting, finance, information technology, human resources, and real estate departments to leverage economies of scale and create efficiencies to support our continued growth. Due to this centralization, as of October 1, 2025, we have adjusted our allocation methodology to allocate the majority of the Corporate segment’s costs to the UTI and Concorde segments based upon a percentage of revenue. Due to these changes in allocation methodology, the segment disclosures for the three months ended March 31, 2025 have been recast from the prior year presentation for comparability to the current year presentation.

The summary of segment financial information below should be referenced in connection with a review of the following discussion of our segment results from operations for the three months ended March 31, 2026 and 2025 (dollars in thousands), including comparisons of our year-over-year performance between these periods.

The following table presents results for the activity for our reportable operating segments for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31, 2026 UTI Concorde Corporate Consolidated
Revenues $142,719 $78,683 $— $221,402
Compensation and Benefits 57,138 37,585 19,722 114,445
Advertising 21,200 10,045 210 31,455
Occupancy 10,584 6,350 936 17,870
Student Related 11,965 5,945 — 17,910
General Operations 7,737 4,476 5,695 17,908
Depreciation and amortization 6,642 2,073 330 9,045
Professional and Contract Services 2,608 1,280 4,585 8,473
Other Expenses(1) 2,042 847 1,068 3,957
Corporate Support(2) 18,618 10,283 (28,901) —
Total Operating Expenses 138,534 78,884 3,645 221,063
Income (loss) from operations 4,185 (201) (3,645) 339
Net income (loss) $3,399 $(245) $(2,721) $433
UTI Concorde Corporate Consolidated
Three Months Ended March 31, 2025
Revenues $134,228 $73,219 $— $207,447
Compensation and Benefits 52,496 32,788 18,001 103,285
Advertising 15,850 7,895 209 23,954
Occupancy 9,242 5,891 215 15,348
Student Related 8,799 5,583 — 14,382
General Operations 5,025 5,316 3,202 13,543
Depreciation and amortization 5,949 1,850 339 8,138
Professional and Contract Services 2,553 1,278 4,796 8,627
Other Expenses(1) 1,633 684 1,000 3,317
Corporate Support(2) 14,954 8,164 (23,118) —
Total Operating Expenses 116,501 69,449 4,644 190,594
Income (loss) from operations 17,727 3,770 (4,644) 16,853
Net income (loss) $16,468 $3,725 $(8,747) $11,446

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(1) Other expenses include employee-related, travel and entertainment expenses.

(2) Corporate support primarily includes costs for information technology, human resources, accounting and finance support services.

Segment Revenue and Student Metrics

UTI Three Months Ended March 31, 2026 2025 % Change
Average full-time active students 15,556 14,777 5.3%
Total new student starts 4,110 3,591 14.5%
End of period full-time active students 15,526 14,959 3.8%
Concorde
Average full-time active students 10,829 9,827 10.2%
Total new student starts 3,459 3,059 13.1%
End of period full-time active students 10,879 9,892 10.0%

UTI Segment

Revenues for UTI for the three months ended March 31, 2026 were $142.7 million, an increase of $8.5 million, or 6.3%, versus the prior year. Revenue increased primarily due to a 5.3% increase in average full-time active students and new program launches associated with the continued execution of our growth and diversification strategy.

Concorde Segment

Revenues for Concorde for the three months ended March 31, 2026 were $78.7 million, an increase of $5.5 million, or 7.5%, versus the prior year. Revenue increased primarily due to a 10.2% increase in average full-time active students and new program launches associated with the continued execution of our growth and diversification strategy.

Segment Operating Expenses

UTI Segment

Compensation and benefits increased by $4.6 million for the three months ended March 31, 2026 as compared to the prior year, primarily due to higher headcount and related personnel costs to support new program launches, expanded campus operations, and increased student volumes.

Advertising expenses increased by $5.4 million for the three months ended March 31, 2026 as compared to the prior year. Advertising expense as a percentage of revenues increased to 14.9% for the three months ended March 31, 2026 as compared to 11.8% in the prior year. This increase is due to additional advertising efforts to support the upcoming launches of new campuses and expansions of programs on our existing campuses.

Occupancy expense increased by $1.3 million, primarily due to recording facility leases for two new campus locations and one campus expansion during the prior year. The UTI San Antonio, Texas campus and the UTI Dallas, Texas expansion both opened to students during the three months ended March 31, 2026. The UTI Atlanta, Georgia campus is expected to open in the summer of 2026.

Student related expenses increased by $3.2 million, primarily due to costs incurred to outfit our new campuses expected to open in fiscal 2026 and our increased population of students.

General operations expense increased by $2.7 million, primarily due to an increase in the provision for credit losses due to growth in revenues and higher student volumes.

Concorde Segment

Compensation and benefits increased by $4.8 million for the three months ended March 31, 2026 as compared to the prior year, primarily due to additional instructional and administrative headcount and related compensation costs to support new program growth and increased student volumes.

Advertising expense increased by $2.2 million for the three months ended March 31, 2026 as compared to the prior year. Advertising expense as a percentage of revenues increased to 12.8% for the three months ended March 31, 2026 as compared to 10.8% in the prior year. This increase is due to additional advertising efforts to support the upcoming new campus launches and expansions of programs on our existing campuses.

General operations expense decreased by $0.8 million for the three months ended March 31, 2026 as compared to the prior year due to continued cost optimization, offset by an increase in the provision for credit losses due to growth in revenues and higher student volumes.

Corporate Segment

Compensation and benefits increased by $1.7 million for the three months ended March 31, 2026 as compared to the prior year, primarily due to higher corporate headcount to execute on our growth, diversification and optimization strategy.

General operations expense increased by $2.5 million for the three months ended March 31, 2026 as compared to the prior year, primarily due to higher software expenses reflecting continued investment in technology to support the execution of our growth, diversification, and optimization strategy.

Results of Operations: Six Months Ended March 31, 2026 Compared to Six Months Ended March 31, 2025

The following table sets forth selected statements of operations data as a percentage of revenues for each of the periods indicated.

Six Months Ended March 31, 2026 % of Revenue 2025 % of Revenue
Revenues $442,246 100.0% $408,876 100.0%
Operating expenses:
Educational services and facilities 227,877 51.5% 202,629 49.6%
Selling, general and administrative 198,343 44.8% 161,916 39.6%
Total operating expenses 426,220 96.3% 364,545 89.2%
Income from operations 16,026 3.6% 44,331 10.8%
Interest income 2,606 0.6% 3,388 0.8%
Interest expense (1,964) (0.4)% (3,330) (0.8)%
Other (expense) income, net (73) —% (26) —%
Total other income (expense), net 569 0.2% 32 —%
Income before income taxes 16,595 3.8% 44,363 10.8%
Income tax expense (3,335) (0.8)% (10,764) (2.6)%
Net income $13,260 3.0% $33,599 8.2%

30

Revenues and Student Metrics

Student Metrics Six Months Ended March 31, 2026 2025 % Change
Average full-time active students 26,622 24,834 7.2%
Total new student starts 13,018 11,963 8.8%
End of period full-time active students 26,405 24,851 6.3%

Our revenues for the six months ended March 31, 2026 were $442.2 million, an increase of $33.4 million, or 8.2%, as compared to revenues of $408.9 million for the six months ended March 31, 2025. Average full-time active students for the six months ended March 31, 2026 was 26,622, an increase of 7.2% compared to the prior year. For the six months ended March 31, 2026, the increase in consolidated new student starts, average full-time active students and end of period full-time active students reflects the impact of new program launches and expansions during recent years that further broadened access to high-demand skilled trades and healthcare training. These initiatives align with our growth, diversification, and optimization strategy and continue to support strong enrollment trends across the UTI and Concorde segments.

Educational services and facilities expenses

The following table sets forth the significant components of our educational services and facilities expenses (in thousands):

Six Months Ended March 31, 2026 2025 $ Change % Change
Compensation and related costs $132,438 $118,809 $13,629 11%
Occupancy costs 29,544 26,225 3,319 13%
Supplies, maintenance and student expense 36,198 29,532 6,666 23%
Depreciation and amortization expense 16,774 14,928 1,846 12%
Other educational services and facilities expenses 12,923 13,135 (212) (2)%
Total educational services and facilities expense $227,877 $202,629 $25,248 12%

Our educational services and facilities expenses were $227.9 million for the six months ended March 31, 2026, as compared to $202.6 million for the six months ended March 31, 2025. The increase was primarily due to the increased student volumes during the period and costs associated with the execution of our business strategy, partially offset by cost savings from our operational initiatives.

Compensation and related costs increased by $13.6 million for the six months ended March 31, 2026, primarily due to the addition of instructors and other campus related personnel hired to support the expansion of new programs and campuses and overall growth in the student population.

Occupancy costs increased by $3.3 million for the six months ended March 31, 2026, primarily due to new lease activity associated with the announced new campuses and annual rate increases on existing leases.

Supplies, maintenance and student expense increased by $6.7 million for the six months ended March 31, 2026, primarily due to additional purchases of student training aids and supplies to support our growth initiatives and increased student population.

Depreciation and amortization expense increased by $1.8 million for the six months ended March 31, 2026, primarily due to capital expenditures related to new property and equipment for our program expansions.

Other educational services and facilities expenses decreased by $0.2 million for the six months ended March 31, 2026, as we focused on keeping costs low despite our growth efforts.

Selling, general and administrative expenses

The following table sets forth the significant components of our selling, general and administrative expenses (in thousands):

Six Months Ended March 31, 2026 2025 $ Change % Change
Compensation and related costs $90,453 $79,243 $11,210 14%
Advertising and marketing expense 56,661 45,183 11,478 25%
Other selling, general and administrative expenses 51,229 37,490 13,739 37%
Total selling, general and administrative expenses $198,343 $161,916 $36,427 22%

Selling, general and administrative expenses for the six months ended March 31, 2026 were $198.3 million. This represents an increase of $36.4 million, as compared to $161.9 million for the six months ended March 31, 2025, which is primarily due to costs associated with our business strategies.

Compensation and related costs increased by $11.2 million for the six months ended March 31, 2026 primarily due to additional headcount hired to support the execution of our growth strategy.

Advertising and marketing expense increased by $11.5 million for the six months ended March 31, 2026. Advertising and marketing expense as a percentage of revenues increased to 12.8% for the six months ended March 31, 2026 as compared to 11.1% in the prior year. This increase is due to additional advertising efforts to support the upcoming new campus launches and expansions of programs on our existing campuses.

Other selling, general and administrative expenses increased by $13.7 million for the six months ended March 31, 2026 primarily due to an increase in the provision for credit losses of $7.3 million over the prior year as a result of higher revenue and student volumes. Additionally, there was an increase in software expenses and contract services of $4.2 million, reflecting continued investment in technology to support the execution of our growth, diversification, and optimization strategy.

Income taxes

Income tax expense for the six months ended March 31, 2026 was $3.3 million, or 20.1% of pre-tax income, compared to $10.8 million, or 24.3% of pre-tax income, for the six months ended March 31, 2025. The effective income tax rate for the six months ended March 31, 2026 differed from the federal statutory rate of 21% primarily due to non-deductible executive compensation, stock-based compensation expense and state and local income and franchise taxes. The effective income tax rate for the six months ended March 31, 2025 differed from the federal statutory rate of 21% primarily due to non-deductible executive compensation, stock-based compensation expense, refinements to the federal research and development tax credits and state and local income and franchise taxes. See Note 13 of the notes to the condensed consolidated financial statements herein for additional details.

Segment Results of Operations for the Six Months Ended March 31, 2026 Compared to the Six Months Ended March 31, 2025

As part of Phase II of our North Star growth strategy and to support our new campus growth initiatives, we have further refined our operating model to pursue future growth goals and support the business. In furtherance of the foregoing, we have centralized the operations of our accounting, finance, information technology, human resources, and real estate departments to leverage economies of scale and create efficiencies to support our continued growth. Due to this centralization, we have adjusted our allocation methodology to allocate the majority of the Corporate segment’s costs to the UTI and Concorde segments based upon a percentage of revenue. Due to these changes in allocation methodology, the segment disclosures for the six months ended March 31, 2025 have been recast from the prior year presentation for comparability to the current year presentation.

The summary of segment financial information below should be referenced in connection with a review of the following discussion of our segment results from operations for the six months ended March 31, 2026 and 2025 (dollars in thousands), including comparisons of our year-over-year performance between these periods.

The following table presents results for the activity for our reportable operating segments for the six months ended March 31, 2026 and 2025:

Six Months Ended March 31, 2026 UTI Concorde Corporate Consolidated
Revenues $285,562 $156,684 $— $442,246
Compensation and Benefits 111,429 72,950 38,512 222,891
Advertising 36,964 19,292 405 56,661
Occupancy 21,152 12,599 1,892 35,643
Student Related 22,322 11,094 — 33,416
General Operations 15,664 8,929 10,644 35,237
Depreciation and amortization 13,042 4,240 668 17,950
Professional and Contract Services 5,197 2,560 8,955 16,712
Other Expenses(1) 3,892 1,634 2,184 7,710
Corporate Support(2) 35,863 19,795 (55,658) —
Total Operating Expenses 265,525 153,093 7,602 426,220
Income (loss) from operations 20,037 3,591 (7,602) 16,026
Net income (loss) $18,404 $3,554 $(8,698) $13,260
Six Months Ended March 31, 2025
Revenues $265,706 $143,170 $— $408,876
Compensation and Benefits 101,894 64,006 32,151 198,051
Advertising 29,527 15,258 398 45,183
Occupancy 18,326 11,712 441 30,479
Student Related 18,840 10,888 — 29,728
General Operations 8,946 7,861 5,174 21,981
Depreciation and amortization 11,900 3,559 678 16,137
Professional and Contract Services 4,969 2,604 8,868 16,441
Other Expenses(1) 3,210 1,598 1,737 6,545
Corporate Support(2) 27,833 15,101 (42,934) —
Total Operating Expenses 225,445 132,587 6,513 364,545
Income (loss) from operations 40,261 10,583 (6,513) 44,331
Net income (loss) $37,876 $10,508 $(14,785) $33,599

(1) Other expenses include employee-related, travel and entertainment expenses.

(2) Corporate support primarily includes costs for information technology, human resources, accounting and finance support services.

Segment Revenue and Student Metrics

UTI Six Months Ended March 31, 2026 2025 % Change
Average full-time active students 15,952 15,121 5.5%
Total new student starts 7,003 6,344 10.4%
End of period full-time active students 15,526 14,959 3.8%
Concorde
Average full-time active students 10,670 9,713 9.9%
Total new student starts 6,015 5,619 7.0%
End of period full-time active students 10,879 9,892 10.0%

UTI Segment

Revenues for UTI for the six months ended March 31, 2026 were $285.6 million, an increase of $19.9 million, or 7.5%, versus the prior year. Revenue increased primarily due to a 5.5% increase in average full-time active students and new program launches associated with the continued execution of our growth and diversification strategy.

Concorde Segment

Revenues for Concorde for the six months ended March 31, 2026 were $156.7 million, an increase of $13.5 million, or 9.4%, versus the prior year. Revenue increased primarily due to a 9.9% increase in average full-time active students and new program launches associated with the continued execution of our growth and diversification strategy.

Segment Operating Expenses

UTI Segment

Compensation and benefits increased by $9.5 million for the six months ended March 31, 2026 as compared to the prior year, primarily due to higher headcount and related personnel costs to support new program launches, expanded campus operations, and increased student volumes.

Advertising expenses increased by $7.4 million for the six months ended March 31, 2026 as compared to the prior year. Advertising expense as a percentage of revenues increased to 12.9% for the six months ended March 31, 2026 as compared to 11.1% in the prior year. This increase is due to additional advertising efforts to support the upcoming new campus launches and expansions of programs on our existing campuses.

Occupancy expense increased by $2.8 million, primarily due to recording facility leases for two new campus locations and one campus expansion during the prior year, with the UTI San Antonio, Texas campus and the UTI Dallas, Texas expansion both opening to students during the six months ended March 31, 2026. The UTI Atlanta, Georgia campus is expected to open in the summer of 2026.

Student related expenses increased by $3.5 million, primarily due to costs incurred to outfit our new campuses slated to open in fiscal 2026 and due to our increased population of students.

General operations expense increased by $6.7 million, primarily due to an increase in the provision for credit losses due to growth in revenues and higher student volumes.

Concorde Segment

Compensation and benefits increased by $8.9 million for the six months ended March 31, 2026 as compared to the prior year, primarily due to additional instructional and administrative headcount and related compensation costs to support new program growth and increased student volumes.

Advertising expense increased by $4.0 million for the six months ended March 31, 2026 as compared to the prior year. Advertising expense as a percentage of revenues increased to 12.3% for the six months ended March 31, 2026 as compared to

10.7% in the prior year. This increase is due to additional advertising efforts to support the upcoming launches new campuses and expansions of programs on our existing campuses.

Occupancy expense increased by $0.9 million, primarily due to recording facility leases for the new Concorde co-branded Heartland Dental campus in Fort Myers, Florida and the Concorde Denver, Colorado relocation during the prior year, each of which is expected to open to students in fiscal 2026.

General operations expense increased by $1.1 million, primarily due to an increase in the provision for credit losses due to growth in revenues and higher student volumes.

Depreciation and amortization expense increased by $0.7 million, primarily due to continued investments in facilities and equipment to support new and expanded program offerings.

Corporate Segment

Compensation and benefits increased by $6.4 million for the six months ended March 31, 2026 as compared to the prior year, primarily due to higher corporate headcount to execute on our business strategy.

General operations expense increased by $5.5 million, primarily due to higher software expenses reflecting continued investment in technology to support the execution of our growth, diversification, and optimization strategy.

Non-GAAP Financial Measures

Our earnings before interest, income taxes, depreciation and amortization (“EBITDA”) for the three and six months ended March 31, 2026 were $9.4 million and $33.9 million, respectively, compared to $25.0 million and $60.4 million for the three and six months ended March 31, 2025. We define EBITDA as net income (loss), before interest (income) expense, income tax expense (benefit), and depreciation and amortization.

EBITDA is a non-GAAP financial measure which is provided to supplement, but not substitute for, the most directly comparable GAAP measure. We choose to disclose this non-GAAP financial measure because it provides an additional analytical tool to clarify our results from operations and helps to identify underlying trends. Additionally, this measure helps compare our performance on a consistent basis across time periods. Management also utilizes EBITDA as a performance measure internally. To obtain a complete understanding of our performance, this measure should be examined in connection with net income determined in accordance with GAAP. Since the items excluded from this measure should be examined in connection with net income in determining financial performance under GAAP, this measure should not be considered an alternative to net income as a measure of our operating performance or profitability. Exclusion of items in our non-GAAP presentation should not be construed as an inference that these items are unusual, infrequent or non-recurring. Other companies, including other companies in the education industry, may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure across companies. Investors are encouraged to use GAAP measures when evaluating our financial performance.

EBITDA reconciles to net income, as follows (in thousands):

Three Months Ended March 31, 2026 2025 Six Months Ended March 31, 2026 2025
Net income $433 $11,446 $13,260 $33,599
Interest income (1,060) (1,629) (2,606) (3,388)
Interest expense 993 1,657 1,964 3,330
Income tax (benefit) expense (50) 5,388 3,335 10,764
Depreciation and amortization 9,045 8,138 17,950 16,137
EBITDA $9,361 $25,000 $33,903 $60,442

35

Liquidity and Capital Resources

Overview of Liquidity

Based on past performance and current expectations, we believe that our cash flows from operations, cash on hand, short-term investments, and the Revolving Credit Facility will satisfy our working capital needs, capital expenditures, commitments and other liquidity requirements associated with our existing operations, as well as announced growth, diversification and optimization initiatives over the next twelve months and beyond. Our cash position is available to fund strategic long-term growth initiatives, including opening additional campuses in new markets and the creation and expansion of new programs in existing markets where we continue to optimize utilization of our campus facilities.

Our aggregate liquidity as of March 31, 2026 totaled $202.4 million and was comprised of cash and cash equivalents of $87.2 million, $74.8 million of short-term investments, and $40.4 million in availability on our Revolving Credit Facility. This represents a decrease of $52.1 million from our total liquidity as of September 30, 2025 primarily due to funding our strategic long-term growth initiatives.

Strategic Uses of Cash

We believe that uses of our cash resources may include consideration of additional strategic acquisitions and organic growth initiatives, the purchase of real estate assets, subsidizing funding alternatives for our students, and the repurchase of common stock, among others. To the extent that potential acquisitions are large enough to require financing beyond cash from operations, and cash and cash equivalents, or we need capital to fund operations, new campus openings or expansion of programs at existing campuses, we may enter into additional credit facilities, issue debt or issue additional equity.

Long-term Debt and Letters of Credit

As of March 31, 2026, we had $131.0 million of long-term debt outstanding, which is comprised of two term loans, a finance lease and our Revolving Credit Facility. Of the $131.0 million outstanding, $27.0 million relates to a term loan that bears interest at the rate of Term SOFR plus 2.0% and a tranche rate adjustment of 0.046% over the seven-year term secured in connection with the Avondale, Arizona campus property purchased in December 2020. Approximately $35.6 million relates to a term loan that bears interest at the rate of Term SOFR plus 2.0% over the seven-year term, secured in connection with the Lisle, Illinois campus property purchase in February 2022. For each of the term loans, a derivative interest rate swap is in place that fixes the interest rate on 50% of the loan at a market rate at the time the derivative was initiated. Approximately $3.3 million relates to a finance lease for a campus within our Concorde segment. The remaining $65.0 million relates to funds drawn from the $125.0 million Revolving Credit Facility for working capital purposes. As of March 31, 2026, we were in compliance with all financial debt covenants.

In April 2026, we used cash on hand to repay $65.0 million outstanding on the Credit Facility, which increased the availability under the Credit Facility to $105.4 million. It is likely that we will borrow from the Credit Facility in future periods based on future working capital or other needs.

See Note 11 of the notes to the condensed consolidated financial statements herein for additional details on the term loans and the Revolving Credit Facility.

Dividends

We currently do not pay a cash dividend on our common stock.

Principal Sources of Liquidity

Our principal source of liquidity is operating cash flows and existing cash and cash equivalents. A majority of our revenues are derived from Title IV Programs and various veterans’ benefits programs. Federal regulations dictate the timing of disbursements of funds under Title IV Programs. Students must apply for new funding for each academic year consisting of 30-week periods. Loan funds are generally provided in two disbursements for each academic year. The first disbursement for first-time borrowers is usually received 30 days after the start of a student’s academic year, and the second disbursement is typically received at the beginning of the 16th week from the start of the student’s academic year. Under our UTI proprietary loan program, we bear all credit and collection risk and students are not required to begin repayment until six months after the student completes or withdraws from his or her program. Similarly, we bear all credit and collection risk for students paying through cash payment plans and those under retail installment contracts. These factors, together with the timing of when our students begin their programs, affect the timing and seasonality of our operating cash flow.

Surety Bonds

Each of our campuses must be authorized by the applicable state education agency in which the campus is located to operate and to grant certificates, diplomas or degrees to its students. Our campuses are subject to extensive, ongoing regulation by each of these states. Additionally, our campuses are required to be authorized by the applicable state education agencies of certain other states in which our campuses recruit students. Our insurers issue surety bonds on behalf of our campuses and admissions representatives with multiple states to maintain authorization to conduct our business. We are obligated to reimburse our insurers for any surety bonds that are paid by the insurers. As of March 31, 2026, the total face amount of these surety bonds was approximately $29.6 million.

Operating Activities

Our net cash provided by operating activities was $7.1 million for the six months ended March 31, 2026, compared to $22.2 million for the six months ended March 31, 2025.

Net income, after adjustments for non-cash items, for the six months ended March 31, 2026 provided cash of $68.2 million. The non-cash items included $18.0 million for depreciation and amortization expense, $15.2 million for our provision for credit losses, $13.0 million for amortization of right-of-use assets for operating leases, $6.5 million for stock-based compensation expense, and $1.5 million for deferred income taxes.

Changes in operating assets and liabilities used cash of $61.1 million primarily due to the following:

  • The change in deferred revenue used cash of $17.5 million and was primarily attributable to the timing of student starts, the number of students in school and where they were at period end in relation to completion of their program at March 31, 2026 as compared to September 30, 2025.
  • The change in receivables used cash of $14.2 million and was primarily due to the timing of Title IV disbursements and other cash receipts on behalf of our students.
  • The change in our operating lease liabilities used cash of $9.3 million primarily as a result of rent payments.
  • The change in income tax payable/receivable used cash of $8.4 million primarily due to the timing of tax payments.
  • The change in prepaid expenses and other current assets used cash of $8.1 million primarily due to the timing of payments.
  • The change in notes receivable used cash of $4.2 million primarily due to higher utilization of UTI’s proprietary loan program.
  • The change in accounts payable and accrued expenses used cash of $0.9 million primarily related to the timing of payments to vendors and for payroll and bonus accruals.
  • The change in other assets provided cash of $2.9 million and was primarily attributable to the decrease in notes receivable related to retail installment contracts.

Net income, after adjustments for non-cash items, for the six months ended March 31, 2025 provided cash of $74.1 million. The non-cash items included $16.1 million for depreciation and amortization expense, $11.3 million for amortization of right-of-use assets for operating leases, $9.6 million for our provision for credit losses, and $3.7 million for stock-based compensation expense.

Changes in operating assets and liabilities used cash of $51.9 million primarily due to the following:

  • The change in deferred revenue used cash of $17.6 million and was primarily attributable to the timing of student starts, the number of students in school and where they were at period end in relation to completion of their program at March 31, 2025 as compared to September 30, 2024.
  • The change in receivables used cash of $11.3 million and was primarily due to the timing of Title IV disbursements and other cash receipts on behalf of our students.
  • The change in our operating lease liabilities used cash of $11.2 million primarily as a result of rent payments.
  • The change in prepaid expenses and other current assets used cash of $4.3 million primarily due to the timing of payments.
  • The change in notes receivable used cash of $3.8 million primarily due to higher utilization of UTI’s proprietary loan program.
  • The change in other assets used cash of $3.4 million primarily due to the increase in notes receivable related to retail installment contracts.
  • The change in accounts payable and accrued expenses used cash of $3.3 million primarily related to the timing of payments to vendors and for payroll and bonus accruals.
  • The change in income tax payable/receivable provided cash of $3.9 million primarily due to the timing of tax payments.

Investing Activities

During the six months ended March 31, 2026, cash used in investing activities was $83.4 million, which included the purchase of property and equipment of $52.7 million to support new campus and program expansions at both UTI and Concorde, the purchase of short-term investments of $53.2 million, and $1.3 million capitalized costs for intangible assets, partially offset by $23.7 million in proceeds received upon maturity of investments.

During the six months ended March 31, 2025, cash used in investing activities was $54.0 million, which included the purchase of held-to-maturity investments of $39.7 million and the purchase of property and equipment of $14.3 million to support new campus and program expansions at both UTI and Concorde.

Financing Activities

During the six months ended March 31, 2026, cash provided by financing activities was $35.9 million which was primarily related to $45.0 million in net proceeds on the Revolving Credit Facility. This was partially offset by uses of cash including payroll taxes paid for stock-based compensation through shares withheld of $7.7 million, and the payment of term loans and finance leases of $1.4 million.

During the six months ended March 31, 2025, cash used in financing activities was $35.1 million which was primarily related to $30.0 million in payments on the Revolving Credit Facility. Other uses of cash included payroll taxes paid for stock-based compensation through shares withheld of $4.5 million, and the repayment of term loans and finance leases of $1.3 million, offset by $0.7 million related to proceeds of from stock option exercises.

Seasonality and Trends

Our operating results normally fluctuate as a result of seasonal variations in our business, principally due to changes in the total student population and costs associated with opening or expanding our campuses. Our student population varies as a result of new student enrollments, graduations and student attrition. Historically, UTI has had lower student populations in the third quarter than in the remainder of the year because fewer students are enrolled during the summer months. Additionally, UTI has had higher student populations in the fourth quarter than in the remainder of the year because more students enroll during this period. Concorde typically has higher student populations in January and August through October for its core programs and in February for its clinical programs. UTI and Concorde core program expenses do not vary significantly with changes in student population and revenues. Concorde clinical program expenses fluctuate based on the academic calendar and season due to the timing of clinical starts. We expect quarterly fluctuations in operating results to continue as a result of seasonal enrollment patterns. However, such patterns may change as a result of new school openings, new program introductions, increased enrollments of adult students or acquisitions.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with GAAP and management’s discussion and analysis of our financial condition and results of operations require management to make judgments, assumptions and estimates that affect the amounts reported. There were no significant changes in our critical accounting policies and estimates in the six months ended March 31, 2026 from those previously disclosed in Part II, Item 7 of our 2025 Annual Report on Form 10-K.

Recent Accounting Pronouncements

For information regarding recent accounting pronouncements, see Note 3 of the notes to the condensed consolidated financial statements herein.

Market risk

As filed, 293 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

There have been no material changes in our market risk exposure during the six months ended March 31, 2026. For a discussion of our exposure to market risk, refer to Part II Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” contained in our 2025 Annual Report on Form 10-K.

Controls and procedures

As filed, 3,261 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), pursuant to Exchange Act Rule 13a-15 as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2026 to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Exchange Act Rule 13a-15(d) or 15d-15(d) that occurred during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, misstatements, errors and instances of fraud, if any, within our company have been or will be prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls also can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks that internal controls may become inadequate as a result of changes in conditions, or through the deterioration of the degree of compliance with policies or procedures.

Risk factors

As filed, 659 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, including the information contained in Part I, Item 3, you should carefully consider the factors discussed in Part I, Item 1A of our 2025 Annual Report on Form 10-K, which could materially affect our business, financial condition or operating results. There have been no material changes to the risk factors disclosed in Part I, Item 1A of our 2025 Annual Report on Form 10-K. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results.

Figures reported in this filing

Standardized line items from the XBRL in this filing, for the period ended 2026-03-31. Comparative periods it repeats are left out.

Figures reported in this filing
Line itemPeriodValueXBRL concept
Revenue3 months2026-01-01 to 2026-03-31$221.4mus-gaap:RevenueFromContractWithCustomerExcludingAssessedTax
Revenue6 months2025-10-01 to 2026-03-31$442.2mus-gaap:RevenueFromContractWithCustomerExcludingAssessedTax
Selling, general and administrative3 months2026-01-01 to 2026-03-31$103.6mus-gaap:SellingGeneralAndAdministrativeExpense
Selling, general and administrative6 months2025-10-01 to 2026-03-31$198.3mus-gaap:SellingGeneralAndAdministrativeExpense
Operating income3 months2026-01-01 to 2026-03-31$339.0kus-gaap:OperatingIncomeLoss
Operating income6 months2025-10-01 to 2026-03-31$16.0mus-gaap:OperatingIncomeLoss
Interest expense3 months2026-01-01 to 2026-03-31$993.0kus-gaap:InterestExpenseNonoperating
Interest expense6 months2025-10-01 to 2026-03-31$2.0mus-gaap:InterestExpenseNonoperating
Income tax3 months2026-01-01 to 2026-03-31−$50.0kus-gaap:IncomeTaxExpenseBenefit
Income tax6 months2025-10-01 to 2026-03-31$3.3mus-gaap:IncomeTaxExpenseBenefit
Net income3 months2026-01-01 to 2026-03-31$433.0kus-gaap:NetIncomeLoss
Net income6 months2025-10-01 to 2026-03-31$13.3mus-gaap:NetIncomeLoss
Diluted EPS3 months2026-01-01 to 2026-03-31$0.01us-gaap:EarningsPerShareDiluted
Diluted EPS6 months2025-10-01 to 2026-03-31$0.24us-gaap:EarningsPerShareDiluted
Basic EPS3 months2026-01-01 to 2026-03-31$0.01us-gaap:EarningsPerShareBasic
Basic EPS6 months2025-10-01 to 2026-03-31$0.24us-gaap:EarningsPerShareBasic
Diluted shares (weighted)3 months2026-01-01 to 2026-03-3155,730,000 sharesus-gaap:WeightedAverageNumberOfDilutedSharesOutstanding
Diluted shares (weighted)6 months2025-10-01 to 2026-03-3155,735,000 sharesus-gaap:WeightedAverageNumberOfDilutedSharesOutstanding
Operating cash flow6 months2025-10-01 to 2026-03-31$7.1mus-gaap:NetCashProvidedByUsedInOperatingActivities
Capital expenditure6 months2025-10-01 to 2026-03-31$52.7mus-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Cash and equivalentsAt period end2026-03-31$87.2mus-gaap:CashAndCashEquivalentsAtCarryingValue
Current assetsAt period end2026-03-31$243.8mus-gaap:AssetsCurrent
Total assetsAt period end2026-03-31$852.2mus-gaap:Assets
Current liabilitiesAt period end2026-03-31$207.9mus-gaap:LiabilitiesCurrent
Total liabilitiesAt period end2026-03-31$512.3mus-gaap:Liabilities
Long-term debtAt period end2026-03-31$127.8mus-gaap:LongTermDebtNoncurrent
Current portion of debtAt period end2026-03-31$3.0mus-gaap:LongTermDebtCurrent
Shareholders' equityAt period end2026-03-31$339.9mus-gaap:StockholdersEquity

Source: SEC EDGAR, the filing index for accession 0001261654-26-000012. Last ingested by Listed: Oct 27, 2026, 17:30 ET. Listed shows no prices and gives no investment advice.