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April 28, 2016 4:31 PM EDT


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
 
Date of Report (Date of Earliest Event Reported):
 
April 28, 2016
Universal Technical Institute, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
1-31923
86-0226984
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
  
 
 
16220 North Scottsdale Road, Suite 100, Scottsdale, Arizona
 
85254
_________________________________
(Address of principal executive offices)
 
___________
(Zip Code)
 
 
 
Registrant’s telephone number, including area code:
 
623-445-9500
Not Applicable
______________________________________________

Former name or former address, if changed since last report
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








Item 2.02 Results of Operations and Financial Condition.

On April 28, 2016, Universal Technical Institute, Inc. (the "Company") issued a press release reporting second quarter results for fiscal 2016. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference.

In accordance with General Instruction B.2 to Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
The exhibit to this Current Report is listed in the Exhibit Index set forth elsewhere herein.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
Universal Technical Institute, Inc.
  
 
 
 
 
April 28, 2016
 
By:
 
/s/ Eugene S. Putnam, Jr.
 
 
 
 
 
 
 
 
 
Name: Eugene S. Putnam, Jr.
 
 
 
 
Title: President and Chief Financial Officer



Exhibit Index

 
 
 
 
Exhibit No.
 
Description
 
 
 
 
 
99.1
 
Press Release of Universal Technical Institute, Inc., dated
April 28, 2016





Contact:

John Jenson        
Vice President, Corporate Controller    
Universal Technical Institute, Inc.    
(623) 445-0821

Universal Technical Institute Reports Fiscal Year 2016 Second Quarter Results


SCOTTSDALE, ARIZ. - April 28, 2016 - Universal Technical Institute, Inc. (NYSE: UTI), the leading provider of automotive technician training, today reported revenues for the second quarter ended March 31, 2016 of $88.2 million, a 3.3 percent decrease from $91.2 million for the second quarter of the prior year. Including $27.9 million in income tax expense related to a full valuation allowance on our deferred tax assets, net loss for the second quarter ended March 31, 2016 was $32.0 million, or a loss of $1.32 per diluted share, compared to net income of $0.6 million, or 2 cents earnings per diluted share, for the second quarter ended March 31, 2015.

Revenues for the six months ended March 31, 2016 were $178.0 million, a 4.8 percent decrease from $186.9 million for the six months ended March 31, 2015. Including $27.9 million in income tax expense related to a valuation allowance on our deferred tax assets, net loss for the six months ended March 31, 2016 was $33.7 million, or a loss of $1.39 per diluted share, compared to net income of $3.6 million, or 15 cents per diluted share, for the six months ended March 31, 2015.

During the quarter ended March 31, 2016, we determined that it was necessary to record a full valuation allowance on our deferred tax assets. The income tax expense related to the valuation allowance was recorded in the current period and impacted diluted loss per share by approximately $1.15 for each of the three and six months ended March 31, 2016. In addition, our new campus in Long Beach, California, which opened during the fourth quarter of fiscal 2015, impacted earnings by $1.1 million (pre-tax) or 3 cents per diluted share for the second quarter and $2.8 million (pre-tax) or 7 cents per diluted share for the six months ended March 31, 2016.

“We continue to be positive about our business in the long term,” said Kim McWaters, chairman and CEO. “Our second quarter results, however, did not reflect our work to counter negative market trends and new student recruitment challenges. In this complex environment, we are focused on attracting new students while operating as efficiently as possible, on giving students a quality education that can lead to good jobs and on partnering with employers, who are increasingly engaged in helping us meet the strong and consistently growing demand for our graduates.”

Student Metrics
 
Three Months Ended March 31,
 
Six Months Ended March 31,
 
2016
 
2015
 
2016
 
2015
 
(Rounded to hundreds)
Total starts
2,300

 
2,700

 
4,100

 
4,500

Average undergraduate full-time student enrollment
12,200

 
13,400

 
12,700

 
14,000

End of period undergraduate full-time student enrollment
11,700

 
12,900

 
11,700

 
12,900


1



Second Quarter Operating Performance

Revenues for the second quarter of 2016 were $88.2 million, a 3.3 percent decrease from $91.2 million for last year's second quarter. Tuition excluded $4.6 million and $5.7 million, respectively, related to students participating in the Company's proprietary loan program which will be recognized as revenues when payments are received.

Operating loss and margin for the second quarter of 2016 were $5.8 million and 6.5 percent, respectively, compared to operating income and margin of $2.4 million and 2.6 percent, respectively, in the same period last year. The decreases in operating income and margin were related to the decrease in revenues and the impact of our Long Beach, California campus. Excluding the operating loss of $0.8 million at our Long Beach, California campus, operating loss and margin were $5.0 million and 5.9% for the second quarter of 2016. See “Use of Non-GAAP Financial Information” below.

Earnings (loss) before interest, taxes, depreciation and amortization (EBITDA) for the second quarter of 2016 was $(0.6) million compared to $7.8 million in the same period last year. See “Use of Non-GAAP Financial Information” below.

Six Month Operating Performance
Revenues for the six months ended March 31, 2016 were $178.0 million, a 4.8 percent decrease from $186.9 million for the six months ended March 31, 2015. Tuition excluded $10.3 million and $11.4 million, respectively, related to students participating in the Company's proprietary loan program which will be recognized as revenues when payments are received.

Operating loss and margin for the six months ended March 31, 2016 were $8.0 million and 4.5 percent, respectively, compared to operating income and margin of $8.0 million and 4.3 percent, respectively, for the six months ended March 31, 2015. The decreases in operating income and margin were related to the decrease in revenues and the impact of our Long Beach, California campus. Excluding the operating loss of $2.2 million at our Long Beach, California campus, operating loss and margin were $5.8 million and 3.3 percent for the six months ended March 31, 2016. See “Use of Non-GAAP Financial Information” below.
  
Earnings before interest, taxes, depreciation and amortization (EBITDA) for the six months ended March 31, 2016 was $2.3 million compared to $18.9 million for the six months ended March 31, 2015. See “Use of Non-GAAP Financial Information” below.

Liquidity
Cash, cash equivalents and investments totaled $50.6 million at March 31, 2016, compared to $59.2 million at September 30, 2015. At March 31, 2016, shareholders' equity totaled $81.1 million as compared to $113.5 million at September 30, 2015. We paid cash dividends of $0.02 per common share on October 5, 2015, December 18, 2015 and March 31, 2016 totaling approximately $1.5 million.


2


Cash used in operating activities was $2.5 million for the six months ended March 31, 2016 compared to cash provided by operating activities of $8.7 million for the six months ended March 31, 2015.

2016 Outlook
For the year ending September 30, 2016, we expect new student starts and our average student population to be down in the mid to high single digits as a percentage compared with the year ended September 30, 2015.  While annual tuition increases will slightly offset the decline in average students, we expect revenue to decline approximately 5 - 6% leading to minimal levels of EBITDA.  Accordingly, we have modified certain project timelines resulting in lower anticipated capital expenditures which are now expected to be in the range of $9.0 to $10.0 million in 2016. Due to the seasonality of our business and normal fluctuations in student populations, we would expect volatility in our quarterly results.

Conference Call
Management will hold a conference call to discuss the 2016 second quarter results on Thursday, April 28 at 1:30 p.m. PDT (4:30 p.m. EDT). This call can be accessed by dialing 412-317-6790 or 844-881-0138. Investors are invited to listen to the call live at http://uti.investorroom.com/. Please access the website at least 10 minutes early to register, download and install any necessary audio software. A replay of the call will be available on the Investor Relations section of UTI's website for 60 days or the replay can be accessed through May 12, 2016 by dialing 412-317-0088 or 877-344-7529 and entering pass code 10085599.

Use of Non-GAAP Financial Information
This press release and the related conference call contains non-GAAP (Generally Accepted Accounting Principles) financial measures, which are intended to supplement, but not substitute for, the most directly comparable GAAP measures. Management chooses to disclose to investors, these non-GAAP financial measures because they provide an additional analytical tool to clarify the results from operations and helps to identify underlying trends. Additionally, such measures help compare the Company's performance on a consistent basis across time periods. To obtain a complete understanding of the Company's performance these measures should be examined in connection with net income, determined in accordance with GAAP, as presented in the financial statements and notes thereto included in the annual and quarterly filings with the Securities and Exchange Commission. Since the items excluded from these measures are significant components in understanding and assessing financial performance under GAAP, these measures should not be considered to be an alternative to net income as a measure of the Company's operating performance or profitability. Exclusion of items in the non-GAAP presentation should not be construed as an inference that these items are unusual, infrequent or non-recurring. Other

3


companies, including other companies in the education industry, may calculate non-GAAP financial measures differently than UTI does, limiting their usefulness as a comparative measure across companies. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures are included below.

Safe Harbor Statement
All statements contained herein, other than statements of historical fact, are “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933, as amended. Such statements are based upon management's current expectations and are subject to a number of uncertainties that could cause actual performance and results to differ materially from the results discussed in the forward-looking statements. Factors that could affect the Company's actual results include, among other things, changes to federal and state educational funding, changes to regulations or agency interpretation of such regulations affecting the for-profit education industry, possible failure or inability to obtain regulatory consents and certifications for new or expanding campuses, potential increased competition, changes in demand for the programs offered by UTI, increased investment in management and capital resources, the effectiveness of the recruiting, advertising and promotional efforts, changes to interest rates and unemployment, general economic conditions of the Company and other risks that are described from time to time in the Company's public filings. Further information on these and other potential factors that could affect the financial results or condition may be found in the Company's filings with the Securities and Exchange Commission. The forward-looking statements speak only as of the date of this press release. Except as required by law, the Company expressly disclaims any obligation to publicly update any forward-looking statements whether as a result of new information, future events, changes in expectations, any changes in events, conditions or circumstances, or otherwise.

About Universal Technical Institute, Inc.
Headquartered in Scottsdale, Arizona, Universal Technical Institute, Inc. (NYSE: UTI) is the leading provider of post-secondary education for students seeking careers as professional automotive, diesel, collision repair, motorcycle and marine technicians. With more than 200,000 graduates in its 51-year history, UTI offers undergraduate degree and diploma programs at 12 campuses across the United States, as well as manufacturer-specific training programs at dedicated training centers. Through its campus-based school system, UTI provides specialized post-secondary education programs under the banner of several well-known brands, including Universal Technical Institute (UTI), Motorcycle Mechanics Institute and Marine Mechanics Institute (MMI) and NASCAR Technical Institute (NASCAR Tech). For more information visit www.uti.edu.

(Tables Follow)

4



UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED COMPREHENSIVE INCOME (LOSS) STATEMENTS
(UNAUDITED)
 
 
Three Months Ended March 31,
 
Six Months Ended March 31,
 
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands, except per share amounts)
Revenues
 
$
88,192

 
$
91,235

 
$
177,965

 
$
186,915

Operating expenses:
 
 
 
 
 
 
 
 
Educational services and facilities
 
49,770

 
48,143

 
99,422

 
95,973

Selling, general and administrative
 
44,192

 
40,690

 
86,506

 
82,940

Total operating expenses
 
93,962

 
88,833

 
185,928

 
178,913

Income (loss) from operations
 
(5,770
)
 
2,402

 
(7,963
)
 
8,002

Other (expense) income:
 
 
 
 
 
 
 
 
Interest expense, net
 
(797
)
 
(481
)
 
(1,614
)
 
(980
)
Equity in earnings of unconsolidated affiliates
 
104

 
136

 
239

 
254

Other income
 
124

 
133

 
378

 
245

Total other (expense) income, net
 
(569
)
 
(212
)
 
(997
)
 
(481
)
Income (loss) before income taxes
 
(6,339
)
 
2,190

 
(8,960
)
 
7,521

Income tax expense
 
25,663

 
1,635

 
24,722

 
3,872

Net income (loss)
 
$
(32,002
)
 
$
555

 
$
(33,682
)
 
$
3,649

Other comprehensive income (loss) (net of tax):
 
 
 
 
 
 
 
 
Equity interest in investee's unrealized gains on hedging derivatives, net of taxes
 
—

 
6

 
(1
)
 
17

Comprehensive income (loss)
 
$
(32,002
)
 
$
561

 
$
(33,683
)
 
$
3,666

 
 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
 
Net income (loss) per share - basic
 
$
(1.32
)
 
$
0.02

 
$
(1.39
)
 
$
0.15

Net income (loss) per share - diluted
 
$
(1.32
)
 
$
0.02

 
$
(1.39
)
 
$
0.15

Weighted average number of shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
24,270

 
24,463

 
24,252

 
24,647

Diluted
 
24,270

 
24,551

 
24,252

 
24,741

Cash dividends declared per common share
 
$
0.02

 
$
0.10

 
$
0.04

 
$
0.20


5



UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 
 
March 31, 2016
 
Sept. 30, 2015
Assets
 
(In thousands)
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
40,433

 
$
29,438

Restricted cash
 
2,415

 
5,824

Investments, current portion
 
10,102

 
28,086

Receivables, net
 
16,100

 
22,409

Deferred tax assets, net
 
—

 
4,539

Prepaid expenses and other current assets
 
18,675

 
17,761

Total current assets
 
87,725

 
108,057

Investments, less current portion
 
47

 
1,719

Property and equipment, net
 
119,746

 
124,144

Goodwill
 
9,005

 
8,222

Deferred tax assets, net
 
—

 
20,248

Other assets
 
13,339

 
11,912

Total assets
 
$
229,862

 
$
274,302

 
 
 
 
 
Liabilities and Shareholders’ Equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable and accrued expenses
 
$
34,726

 
$
42,620

Deferred revenue
 
39,430

 
44,693

Accrued tool sets
 
3,372

 
3,624

Dividends payable
 
—

 
485

Financing obligation, current
 
823

 
737

Income tax payable
 
—

 
1,187

Other current liabilities
 
3,008

 
3,148

Total current liabilities
 
81,359

 
96,494

Deferred tax liabilities, net
 
3,141

 
—

Deferred rent liability
 
9,912

 
10,822

Financing obligation
 
43,613

 
44,053

Other liabilities
 
10,738

 
9,458

Total liabilities
 
148,763

 
160,827

 
 
 
 
 
Commitments and contingencies
 

 

 
 
 
 
 
Shareholders’ equity:
 
 
 
 
Common stock, $0.0001 par value, 100,000,000 shares authorized, 31,209,412 shares issued and 24,344,515 shares outstanding as of March 31, 2016 and 31,098,193 shares issued and 24,233,296 shares outstanding as of September 30, 2015
 
3

 
3

Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding
 
—

 
—

Paid-in capital
 
180,481

 
178,202

Treasury stock, at cost, 6,864,897 shares as of March 31, 2016 and September 30, 2015
 
(97,388
)
 
(97,388
)
Retained earnings (deficit)
 
(2,016
)
 
32,638

Accumulated other comprehensive income
 
19

 
20

Total shareholders’ equity
 
81,099

 
113,475

Total liabilities and shareholders’ equity
 
$
229,862

 
$
274,302


6


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
 
Six Months Ended March 31,
 
 
2016
 
2015
 
 
(In thousands)
Cash flows from operating activities:
 
 
 
 
Net income (loss)
 
$
(33,682
)
 
$
3,649

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
7,682

 
8,859

Amortization of assets subject to financing obligation
 
1,341

 
931

Amortization of held-to-maturity investments
 
336

 
931

Bad debt expense
 
752

 
307

Stock-based compensation
 
2,286

 
2,198

Deferred income taxes
 
27,928

 
2,214

Equity in earnings of unconsolidated affiliates
 
(239
)
 
(254
)
Training equipment credits earned, net
 
(348
)
 
(697
)
(Gain) loss on disposal of property and equipment
 
100

 
(41
)
Changes in assets and liabilities:
 
 
 
 
Restricted cash: Title IV credit balances
 
34

 
242

Receivables
 
9,000

 
2,616

Prepaid expenses and other current assets
 
(957
)
 
(214
)
Other assets
 
(68
)
 
(640
)
Accounts payable and accrued expenses
 
(6,135
)
 
(742
)
Deferred revenue
 
(5,263
)
 
(5,685
)
Income tax payable/receivable
 
(4,648
)
 
(5,005
)
Accrued tool sets and other current liabilities
 
(184
)
 
(150
)
Deferred rent liability
 
(910
)
 
58

Other liabilities
 
490

 
158

Net cash (used in) provided by operating activities
 
(2,485
)
 
8,735

Cash flows from investing activities:
 
 
 
 
Purchase of property and equipment
 
(4,905
)
 
(16,215
)
Proceeds from disposal of property and equipment
 
—

 
3

Purchase of investments
 
—

 
(24,425
)
Proceeds received upon maturity of investments
 
19,320

 
22,407

Acquisitions
 
(1,500
)
 
—

Investment in unconsolidated affiliates
 
(1,000
)
 
—

Capitalized costs for intangible assets
 
(250
)
 
—

Return of capital contribution from unconsolidated affiliate
 
240

 
228

Restricted cash: proprietary loan program
 
3,393

 
(1,950
)
Net cash provided by (used in) investing activities
 
15,298

 
(19,952
)
Cash flows from financing activities:
 
 
 
 
Payment of cash dividend
 
(1,457
)
 
(4,896
)
Payment of financing obligation
 
(354
)
 
(350
)
Payment of payroll taxes on stock-based compensation through shares withheld
 
(7
)
 
(36
)
Purchase of treasury stock
 
—

 
(6,119
)
Net cash used in financing activities
 
(1,818
)
 
(11,401
)
Net increase (decrease) in cash and cash equivalents
 
10,995

 
(22,618
)
Cash and cash equivalents, beginning of period
 
29,438

 
38,985

Cash and cash equivalents, end of period
 
$
40,433

 
$
16,367


7


UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP FINANCIAL INFORMATION TO NON-GAAP FINANCIAL INFORMATION
(UNAUDITED)

Reconciliation of Net Income (Loss) to EBITDA

 
 
Three Months Ended March 31,
 
Six Months Ended March 31,
 
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands)
Net income (loss)
 
$
(32,002
)
 
$
555

 
$
(33,682
)
 
$
3,649

Interest expense, net
 
797

 
481

 
1,614

 
980

Income tax expense
 
25,663

 
1,635

 
24,722

 
3,872

Depreciation and amortization
 
4,940

 
5,133

 
9,625

 
10,390

EBITDA
 
$
(602
)
 
$
7,804

 
$
2,279

 
$
18,891



Reconciliation of Income (Loss) from Operations Impact of Long Beach, California Campus

 
 
Three Months Ended March 31,
 
Six Months Ended March 31,
 
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands)
 
 
 
 
Income (loss) from operations, as reported
 
$
(5,770
)
 
$
2,402

 
$
(7,963
)
 
$
8,002

Long Beach,California campus loss from operations
 
751

 
—

 
2,159

 
—

Income (loss) from operations, adjusted for Long Beach, California campus
 
$
(5,019
)
 
$
2,402

 
$
(5,804
)
 
$
8,002

Operating margin, adjusted for Long Beach, California campus
 
(5.9
)%
 
2.6
%
 
(3.3
)%
 
4.3
%

























8


Reconciliation of Earnings (Loss) Per Share Impact of Long Beach, California Campus

 
 
Three Months Ended March 31,
 
Six Months Ended March 31,
 
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands)
Net income (loss), as reported
 
$
(32,002
)
 
$
555

 
$
(33,682
)
 
$
3,649

Long Beach, California campus loss before income taxes
 
1,068

 
—

 
2,789

 
—

Less: tax effects of Long Beach, California campus loss before income taxes
 
(408
)
 
—

 
(1,065
)
 
—

Net income (loss), adjusted for Long Beach, California campus
 
$
(31,342
)
 
$
555

 
$
(31,958
)
 
$
3,649

 
 
 
 
 
 
 
 
 
Diluted earnings (loss) per share, as reported
 
$
(1.32
)
 
$
0.02

 
$
(1.39
)
 
$
0.15

Diluted earnings (loss) per share, adjusted for Long Beach, California campus
 
$
(1.29
)
 
$
0.02

 
$
(1.32
)
 
$
0.15

 
 
 
 
 
 
 
 
 
Diluted weighted average shares outstanding
 
24,270

 
24,551

 
24,252

 
24,741




Reconciliation of Earnings (Loss) Per Share Impact of Deferred Tax Valuation Allowance

 
 
Three Months Ended March 31,
 
Six Months Ended March 31,
 
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands)
Net income (loss), as reported

$
(32,002
)

$
555


$
(33,682
)

$
3,649

Income tax expense related to increase in deferred tax asset valuation allowance

27,949


—


27,949


—

Net income (loss), adjusted for deferred tax asset valuation allowance

$
(4,053
)

$
555


$
(5,733
)

$
3,649










Diluted earnings (loss) per share, as reported

$
(1.32
)

$
0.02


$
(1.39
)

$
0.15

Diluted earnings (loss) per share, adjusted for deferred tax asset valuation allowance

$
(0.17
)

$
0.02


$
(0.24
)

$
0.15










Diluted weighted average shares outstanding

24,270


24,551


24,252


24,741



9




UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
SELECTED SUPPLEMENTAL INFORMATION
(UNAUDITED)

Selected Supplemental Financial Information
 
 
Three Months Ended March 31,
 
Six Months Ended March 31,
 
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands)
Salaries expense
 
$
39,997

 
$
37,593

 
$
79,178

 
$
75,790

Employee benefits and tax
 
8,583

 
7,167

 
17,022

 
14,841

Bonus expense
 
1,371

 
1,755

 
2,667

 
3,894

Stock-based compensation
 
1,375

 
1,325

 
2,286

 
2,198

Total compensation and related costs
 
$
51,326

 
$
47,840

 
$
101,153

 
$
96,723

 
 
 
 
 
 
 
 
 
Occupancy expense
 
$
9,593

 
$
9,574

 
$
19,322

 
$
19,165

Depreciation and amortization expense
 
$
4,940

 
$
5,133

 
$
9,625

 
$
10,390

Bad debt expense
 
$
270

 
$
(627
)
 
$
752

 
$
307




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