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Form 8-K UNIVERSAL TECHNICAL INST For: Dec 02

December 2, 2014 4:18 PM EST


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):
December 2, 2014
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)
Registrants 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 December 2, 2014, Universal Technical Institute, Inc. (the "Company") issued a press release reporting fourth quarter and year-end results for fiscal 2014. 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.
��
December�2, 2014
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
December�2, 2014





Contact:

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

Universal Technical Institute Reports Fiscal Year 2014 Fourth Quarter and Year-End Results


SCOTTSDALE, ARIZ. - December 2, 2014 - Universal Technical Institute, Inc. (NYSE: UTI), the leading provider of automotive technician training, today reported revenues for the fourth quarter ended September�30, 2014 of $95.3 million, a 0.5 percent decrease from $95.8 million for the fourth quarter of the prior year. Net income for the fourth quarter ended September�30, 2014 was $1.6 million, or 6 cents per diluted share, compared to $0.9 million, or 4 cents per diluted share, for the fourth quarter ended September�30, 2013. Severance costs of $1.3 million (pre-tax) impacted diluted earnings per share by approximately 4 cents for the quarter ended September 30, 2014 compared to severance costs of $1.6 million (pre-tax), or 3 cents per diluted share, for the quarter ended September 30, 2013.

Revenues for the year ended September 30, 2014 were $378.4 million, a 0.5 percent decrease from $380.3 million for the year ended September 30, 2013. Net income for the year ended September 30, 2014 was $2.0 million, or 8 cents per diluted share, compared to $3.9 million, or 16 cents per diluted share, for the year ended September 30, 2013.

While headwinds in our�industry made it challenging to attract new students in 2014,�we significantly�improved efficiencies and reduced expenses, which let us continue to invest in students and our business," said Kim McWaters, chairman and CEO.�In the coming year, we will work to make our programs more accessible and�affordable by managing costs, driving efficiencies and opening our new campus, all of which should improve our ability to rebuild our�student population and better meet�industrys growing demand for skilled technicians.

Student Metrics
Three�Months�Ended Sept. 30,
Twelve Months Ended Sept. 30,
2014
2013
2014
2013
(Rounded to hundreds)
Total starts
6,400

6,900

13,600

15,000

Average undergraduate full-time student enrollment
13,900

14,600

14,400

15,000

End of period undergraduate full-time student enrollment
15,500

16,300

15,500

16,300


Fourth Quarter Operating Performance

For the fourth quarter of 2014, revenues were $95.3 million, a 0.5 percent decrease from $95.8 million for last year's fourth quarter. The decrease in revenues primarily related to a decrease of 4.8 percent in average undergraduate full-time student enrollment. The decrease was partially offset by an increase in revenue per student. During the fourth quarter of 2014 and 2013, tuition

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excluded $4.8 million and $4.1 million, respectively, related to students participating in the Company's proprietary loan program which will be recognized as revenues when payments are received.
����
Operating income and margin for the fourth quarter of 2014 were $3.9 million and 4.1 percent, respectively, compared to operating income and margin of $1.4 million and 1.5 percent, respectively, in the same period last year. The increases were primarily attributable to decreases in compensation and legal expense, partially offset by a decrease in revenues.

Earnings before interest, taxes, depreciation and amortization (EBITDA) for the fourth quarter of 2014 was $9.2 million compared to $7.1 million in the same period last year. See Use of Non-GAAP Financial Information below.

Year Operating Performance
Revenues for the year ended September 30, 2014 were $378.4 million, a 0.5�percent decrease from $380.3 million for the year ended September 30, 2013. Tuition excluded $23.2 million and $19.5 million, respectively, related to students participating in the Company's proprietary loan program which will be recognized as revenues when payments are received.

Operating income and margin for the year ended September 30, 2014 were $6.3 million and 1.7 percent, respectively, compared to $6.0 million and 1.6�percent, respectively, for the year ended September 30, 2013. The increases in operating income and margin were related to decreases in compensation costs, depreciation and amortization expense and legal expense, partially offset by the decrease in revenues and an increase in advertising expense.

Earnings before interest, taxes, depreciation and amortization (EBITDA)�for the year ended September 30, 2014 was $29.1 million compared to $29.9 million for the year ended September 30, 2013. See Use of Non-GAAP Financial Information below.

Liquidity
Cash, cash equivalents and investments totaled $96.1 million at September�30, 2014, compared to $96.3 million at September 30, 2013. At September�30, 2014, shareholders' equity totaled $133.2 million as compared to $139.2 million at September 30, 2013. We paid cash dividends of $0.10 per common share quarterly for an aggregate payment of approximately $9.9 million.

We purchased 120,252 shares of stock during the year ended September 30, 2014 at an average price per share of $11.79 for a total cost of approximately $1.4 million pursuant to the previously announced share repurchase plan. We did not purchase any shares during the three months ended September 30, 2014.

Cash flow provided by operating activities was $17.2 million for the three months ended September 30, 2014, compared to $21.3 million for the three months ended September 30, 2013. Cash provided by operating activities was $27.1 million for the year ended September 30, 2014 compared to $26.7 million for the year ended September 30, 2013.

2015 Outlook
For the full year ending September 30, 2015, we expect new student starts as well as our average student population to be down in the mid-single digits.� While annual tuition increases will slightly

2



offset the decline in average students, we expect revenue to decline approximately 3 to 4%. Despite lower revenue, with the efficiency improvements we have made, excluding the impact of pre-opening costs of our new campus, we expect to see year over year growth in operating income. During the second half of the year, we expect to see year over year growth in both new student applications and starts which should have a positive impact on 2016. Capital expenditures are expected to be approximately $24 million in 2015, of which approximately $13 million will be attributable to our new campus.� 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 2014 fourth quarter results today at 2:30 p.m. MST (4:30 p.m. EST). This call can be accessed by dialing 412-858-4600 or 800-860-2442. Investors are invited to listen to the call live at http://uti.investorroom.com/. Please access the website at least 15 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 December 16, 2014 by dialing 412-317-0088 or 877-344-7529 and entering pass code 10056415.

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 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.

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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 180,000 graduates in its 49-year history, UTI offers undergraduate degree and diploma programs at 11 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)

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UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENTS
(UNAUDITED)
Three�Months�Ended Sept. 30,
Twelve Months Ended Sept. 30,
2014
2013
2014
2013
(In�thousands,�except�per�share�amounts)
Revenues
$
95,313

$
95,811

$
378,393

$
380,322

Operating expenses:
Educational services and facilities
49,440

50,252

200,054

199,540

Selling, general and administrative
41,993

44,131

172,002

174,757

Total operating expenses
91,433

94,383

372,056

374,297

Income from operations
3,880

1,428

6,337

6,025

Other income:
Interest income, net
(507
)
54

(1,624
)
234

Equity in earnings of unconsolidated affiliate
128



471



Other income (expense)
(9
)
194

563

655

Total other income, net
(388
)
248

(590
)
889

Income before income taxes
3,492

1,676

5,747

6,914

Income tax expense
1,908

789

3,710

3,013

Net income
$
1,584

$
887

$
2,037

$
3,901

Earnings per share:
Net income per share - basic
$
0.06

$
0.04

$
0.08

$
0.16

Net income per share - diluted
$
0.06

$
0.04

$
0.08

$
0.16

Weighted average number of shares outstanding:
Basic
24,638

24,479

24,640

24,515

Diluted
24,965

24,746

24,920

24,704

Cash dividends declared per common share
$
0.10

$
0.10

$
0.40

$
0.40


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UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
Sept. 30, 2014
Sept.�30, 2013
Assets
(In thousands)
Current assets:
Cash and cash equivalents
$
38,985

$
34,596

Restricted cash
6,544

6,809

Investments, current portion
45,906

57,531

Receivables, net
12,118

12,137

Deferred tax assets, net
7,470

7,453

Prepaid expenses and other current assets
16,509

15,553

Total current assets
127,532

134,079

Investments, less current portion
11,257

4,188

Property and equipment, net
106,927

103,070

Goodwill
20,579

20,579

Deferred tax assets, net
11,923

8,835

Other assets
9,851

9,443

Total assets
$
288,069

$
280,194

Liabilities and Shareholders Equity
Current liabilities:
Accounts payable and accrued expenses
$
38,827

$
39,229

Deferred revenue
46,365

47,025

Accrued tool sets
3,806

3,971

Construction liability
1,252



Financing obligation, current
5,234



Income tax payable
4,336

283

Other current liabilities
2,515

2,191

Total current liabilities
102,335

92,699

Deferred rent liability
10,323

11,933

Financing obligation
32,478



Construction liability


27,632

Other liabilities
9,741

8,766

Total liabilities
154,877

141,030

Commitments and contingencies


Shareholders equity:
Common stock, $0.0001 par value, 100,000,000 shares authorized, 30,838,460 shares issued and 24,825,881 shares outstanding as of September 30, 2014 and 30,535,847 shares issued and 24,643,520 shares outstanding as of September�30, 2013
3

3

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




Paid-in capital
174,376

171,087

Treasury stock, at cost, 6,012,579 shares as of September 30, 2014 and 5,892,327 as of September�30, 2013
(90,769
)
(89,346
)
Retained earnings
49,582

57,420

Total shareholders equity
133,192

139,164

Total liabilities and shareholders equity
$
288,069

$
280,194


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UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Twelve Months Ended Sept. 30,
2014
2013
(In thousands)
Cash flows from operating activities:
Net income
$
2,037

$
3,901

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
18,923

22,156

Amortization of assets subject to financing obligation
1,551



Amortization of held-to-maturity investments
2,393

2,023

Bad debt expense
3,972

4,720

Stock-based compensation
5,721

6,224

Excess tax benefit from stock-based compensation
(85
)


Deferred income taxes
(4,050
)
(3,794
)
Equity in earnings of unconsolidated affiliate
(471
)


Training equipment credits earned, net
(1,002
)
(1,926
)
Loss on disposal of property and equipment
402

184

Changes in assets and liabilities:
Restricted cash: Title IV credit balances
230

(6
)
Receivables
(2,701
)
(1,338
)
Prepaid expenses and other current assets
(767
)
1,487

Other assets
(514
)
(1,222
)
Accounts payable and accrued expenses
(1,859
)
(700
)
Deferred revenue
(660
)
(5,649
)
Income tax payable/receivable
4,053

(659
)
Accrued tool sets and other current liabilities
530

896

Deferred rent liability
(1,610
)
(1,013
)
Other liabilities
963

1,443

Net cash provided by operating activities
27,056

26,727

Cash flows from investing activities:
Purchase of property and equipment
(12,024
)
(9,352
)
Proceeds from disposal of property and equipment
42

54

Purchase of investments
(61,729
)
(111,848
)
Proceeds received upon maturity of investments
63,892

104,094

Return of capital contribution from unconsolidated affiliate
568



Restricted cash: proprietary loan program
49

(3,710
)
Net cash used in investing activities
(9,202
)
(20,762
)
Cash flows from financing activities:
Payment of cash dividends
(9,875
)
(9,820
)
Repayment of financing obligation
(613
)


Payment of payroll taxes on stock-based compensation through shares withheld
(1,639
)
(1,263
)
Proceeds from issuance of common stock under employee plans


525

Excess tax benefit from stock-based compensation
85



Purchase of treasury stock
(1,423
)
(5,422
)
Net cash used in financing activities
(13,465
)
(15,980
)
Net decrease in cash and cash equivalents
4,389

(10,015
)
Cash and cash equivalents, beginning of period
34,596

44,611

Cash and cash equivalents, end of period
$
38,985

$
34,596


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

Reconciliation of Net Income to EBITDA
Three Months Ended Sept. 30,
Twelve Months Ended Sept. 30,
2014
2013
2014
2013
(In thousands)
Net income
$
1,584

$
887

$
2,037

$
3,901

Interest expense (income), net
507

(54
)
1,624

(234
)
Income tax expense
1,908

789

3,710

3,013

Depreciation and amortization
5,247

5,499

21,689

23,251

EBITDA
$
9,246

$
7,121

$
29,060

$
29,931


Reconciliation of Earnings Per Share Impact of Severance Costs
Three�Months�Ended Sept. 30,
Twelve Months Ended Sept. 30,
2014
2013
2014
2013
(In thousands)
Net income, as reported
$
1,584

$
887

$
2,037

$
3,901

Severance costs
1,323

1,558

1,323

1,558

Less: tax effects of severance costs
(529
)
(608
)
(529
)
(608
)
Net income, adjusted for severance costs
$
2,378

$
1,837

$
2,831

$
4,851

Diluted earnings per share, as reported
$
0.06

$
0.04

$
0.08

$
0.16

Diluted earnings per share, adjusted for severance costs
$
0.10

$
0.07

$
0.11

$
0.20

Diluted weighted average shares outstanding
24,965

24,746

24,920

24,704




8





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

Selected Supplemental Financial Information
Three�Months�Ended Sept. 30,
Twelve Months Ended Sept. 30,
2014
2013
2014
2013
(In thousands)
Salaries expense
$
39,918

$
41,729

$
160,244

$
160,272

Employee benefits and tax
7,764

7,295

31,452

32,152

Bonus expense
1,632

761

3,575

3,725

Stock-based compensation
1,400

1,788

5,721

6,224

Total compensation and related costs
$
50,714

$
51,573

$
200,992

$
202,373

Occupancy expense
$
9,547

$
10,135

$
38,720

$
39,690

Depreciation and amortization expense
$
5,246

$
5,499

$
21,689

$
23,251

Bad debt expense
$
1,103

$
1,073

$
3,972

$
4,720

Legal expense
$
325

$
1,028

$
1,330

$
2,431



Graduate Employment Rate
Twelve Months Ended Sept. 30,
2013
2012
Graduate employment rate
88
%
85
%
Graduates
10,600

12,200

Graduates available for employment
9,900

11,400

Graduates employed
8,700

9,600


The employment calculation is based on all graduates, including those that completed manufacturer specific advanced training programs, from October 1, 2012 to September 30, 2013 and October 1, 2011 to September 30, 2012, respectively, excluding graduates not available for employment because of continuing education, military service, health, incarceration, death or international student status.

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