Form 8-K UNIVERSAL TECHNICAL INST For: Feb 05

February 5, 2019 4:09 PM


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):
 
February 5, 2019
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 500, 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company     ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨








Item 2.02 Results of Operations and Financial Condition.

On February 5, 2019, Universal Technical Institute, Inc. (the "Company") issued a press release reporting first quarter results for fiscal 2019. 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
 
 
 
Exhibit No.
 
Description
 
 
 
 
Press Release of Universal Technical Institute, Inc., dated February 5, 2019

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.
  
 
 
 
 
February 5, 2019
 
By:
 
/s/ Scott Yessner
 
 
 
 
 
 
 
 
 
Name: Scott Yessner
 
 
 
 
Title: Interim Chief Financial Officer








Universal Technical Institute Reports Fiscal Year 2019 First Quarter Results

- Q1'19 new student starts up 14.8% compared to prior year
-Generated $4.4 million in cash flows from operating activities and adjusted free cash flow was $5.6 million
- Confirms guidance of mid-to-high single digit start growth for fiscal 2019

SCOTTSDALE, ARIZ. - February 5, 2019 - Universal Technical Institute, Inc. (NYSE: UTI), the leading provider of transportation technician training, reported financial results for the fiscal 2019 first quarter ended December 31, 2018.

Kim McWaters, UTI’s President and Chief Executive Officer, stated, “Our first quarter fiscal 2019 start growth of 14.8% reflects the continued execution of our growth initiatives and transformation plan. We believe we have hit an inflection point and are now clearly achieving traction as demonstrated by start growth in our core business, at our new campus and with our new welding program. In particular, we are pleased that our transformation plan is beginning to positively impact the adult student segment as evidenced by 8.5% start growth in a robust economy. Given the historically high correlation between student start growth and unemployment, if unemployment were to rise, we believe we would see an acceleration in our start growth.

“Given the significant investments made in a number of accretive initiatives during 2018, this year we are laser focused on driving cash flow growth through new student starts, cost efficiencies and foot-print rationalization. Our newest metro campus, Bloomfield, NJ, is performing very well against plan with strong demand from prospective students. Overall, we remain on track to grow our total new student starts by mid-to-high single digits for the full year and exit the year with a higher average student population than at the beginning of the year."

Financial Results for the Three-Month Period Ended December 31: 2018 Compared to 2017
Revenues increased 2.3% to $83.1 million, compared to $81.2 million for the prior year period. An additional earning day and higher average tuition with virtually flat average students led to increased revenues.
Operating expenses were $90.3 million, compared to $84.8 million for the prior year period. Of the $5.5 million increase, $4.2 million was due to the one-time transformation consultant termination cost. The growing student population at the Bloomfield campus added $1.6 million of direct costs year over year. We are on track to meet our operating expense objectives for 2019.
Operating loss for the quarter was $7.2 million compared to an operating loss of $3.6 million for the prior year period. Adjusted operating loss for the quarter was $3.0 million, compared to an adjusted operating loss of $1.9 million for the prior year period. (See “Use of Non-GAAP Financial Information” below.)
Net loss for the quarter was $7.7 million, compared to a net loss of $1.1 million for the prior year period, which included a $2.8 million tax benefit.
Loss available for distribution to common shareholders was $9.0 million, or $0.36 per diluted share, compared to a loss of $2.5 million, or $0.10 per diluted share, for the prior year period.
Adjusted EBITDA for the three months ended December 31, 2018 was $1.3 million, compared to $2.6 million for the prior year period.
Cash flows from operating activities was $4.4 million. Adjusted free cash flow was $5.6 million in the quarter, improving $8.7 million over prior year quarter.


1



Student Metrics
 
Three Months Ended December 31,
 
2018
 
2017
Total starts
1,511

 
1,316

Average undergraduate full-time student enrollment
11,225

 
11,261

End of period undergraduate full-time student enrollment
10,540

 
10,448


2019 Outlook
UTI expects new student starts to grow in the mid-to-high single digits in fiscal 2019 across the existing campuses and UTI's new Bloomfield, New Jersey campus.
Fiscal 2019 average student population is anticipated to be up low single digits as a result of the transformation plan initiatives and the Bloomfield, New Jersey campus.
UTI expects fiscal year 2019 revenue to range between $322 million and $332 million, compared to $317 million in fiscal 2018, reflecting the expected increase in the average student population.
Operating expenses in fiscal year 2019 are expected to range between $337 million and $347 million, compared to $352.2 million in fiscal 2018. The decrease in operating expenses are driven across multiple expense categories.
UTI expects an operating loss of between $10 million and $15 million. UTI expects an adjusted operating loss of between $6 million and $11 million.
UTI expects both cash flows from operating activities and free cash flow to be positive in fiscal 2019 with an ending cash balance at or above the same level as year-end 2018.
Net loss is expected to range between $10 million and $15 million. Adjusted EBITDA is expected to be positive and range between $9 million and $15 million.
Capital expenditures are now expected to range between $6 million and $8 million.
Conference Call
Management will hold a conference call to discuss the 2019 first quarter results on Tuesday, February 5th at 1:30 p.m. PST (4:30 p.m. EST). 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 90 days or the replay can be accessed through February 19, 2019 by dialing 412-317-0088 or 877-344-7529 and entering pass code 10127998.

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 help to identify underlying trends. Additionally, such measures help compare the company's performance on a consistent basis across time periods. Management defines adjusted EBITDA as net income (loss) before interest expense, interest income, income taxes, depreciation, amortization and adjusted for items not considered as part of the company’s normal recurring operations. Management defines adjusted operating income as operating income (loss), adjusted for items that affect trends in underlying performance from year to year and are not considered normal recurring cash operating expenses. Management defines free cash flow as cash flows from operating activities less capital expenditures. Management defines adjusted free cash flow as cash flows from operating activities less capital expenditures, adjusted for items not

2



considered as part of the company’s normal recurring operations. Management utilizes adjusted figures as performance measures internally for operating decisions, strategic planning, annual budgeting and forecasting. For the periods presented, this includes consulting fees incurred as part of the company’s transformation initiative and startup costs related to the Bloomfield, New Jersey campus. To obtain a complete understanding of the company's performance, these measures should be examined in connection with net income (loss), operating income (loss) and cash flows from operating activities, 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 (loss), operating income (loss) or cash flows from operating activities as a measure of the company's operating performance or liquidity. 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 historical non-GAAP financial measures to the most directly comparable GAAP measures are included below.

Information reconciling forward-looking adjusted EBITDA, adjusted operating income and adjusted free cash flow to the most directly comparable GAAP financial measure is unavailable to the company without unreasonable effort. The company is not able to provide a quantitative reconciliation of adjusted EBITDA, adjusted operating income or adjusted free cash flow to the most directly comparable GAAP financial measure because certain items required for such reconciliation are uncertain, outside of the company’s control and/or cannot be reasonably predicted, including but not limited to the provision for (benefit from) income taxes. Preparation of such reconciliation would require a forward-looking statement of income and statement of cash flows prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to the company without unreasonable effort.

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.
With more than 200,000 graduates in its 53-year history, Universal Technical Institute, Inc. (NYSE: UTI) is the nation’s leading provider of technical training for automotive, diesel, collision repair, motorcycle and marine technicians, and offers welding technology and computer numerical control (CNC) machining programs. The company has built partnerships with industry leaders, outfits its state-of-the-industry facilities with current technology, and delivers training that is aligned with employer needs. Through its network of 13 campuses nationwide, UTI offers post-secondary 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). The company is headquartered in Scottsdale, Arizona. For more information, visit uti.edu.


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Company Contact:
Scott Yessner
Interim Chief Financial Officer
Universal Technical Institute, Inc.
(623) 445-0977

Investor Relations Contact:
Kirsten Chapman
LHA Investor Relations
(415) 433-3777
UTI@lhai.com


(Tables Follow)

4




UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(UNAUDITED)
 
 
Three Months Ended December 31,
 
 
2018
 
2017
 
 
(In thousands, except per share amounts)
Revenues
 
$
83,050

 
$
81,156

Operating expenses:
 
 
 
 
Educational services and facilities
 
45,735

 
44,081

Selling, general and administrative
 
44,520

 
40,679

Total operating expenses
 
90,255

 
84,760

Loss from operations
 
(7,205
)
 
(3,604
)
Other income (expense):
 
 
 
 
Interest expense, net
 
(411
)
 
(431
)
Equity in earnings of unconsolidated affiliate
 
97

 
97

Other income, net
 
(65
)
 
(26
)
Total other expense, net
 
(379
)
 
(360
)
Loss before income taxes
 
(7,584
)
 
(3,964
)
Income tax expense (benefit)
 
133

 
(2,829
)
Net loss and comprehensive loss
 
$
(7,717
)
 
$
(1,135
)
Preferred stock dividends
 
1,323

 
1,323

Loss available for distribution
 
$
(9,040
)
 
$
(2,458
)
 
 
 
 
 
Loss per share:
 
 
 
 
Net loss per share - basic
 
$
(0.36
)
 
$
(0.10
)
Net loss per share - diluted
 
$
(0.36
)
 
$
(0.10
)
Weighted average number of shares outstanding:
 
 
 
 
Basic
 
25,321

 
25,008

Diluted
 
25,321

 
25,008


5




UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 
 
December 31, 2018
 
September 30, 2018
Assets
 
(In thousands)
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
58,649

 
$
58,104

Restricted cash
 
14,782

 
14,055

Receivables, net
 
10,417

 
21,106

Notes receivable, current portion
 
5,250

 
5,183

Prepaid expenses
 
11,395

 
10,320

Other current assets
 
7,821

 
8,027

Total current assets
 
108,314

 
116,795

Property and equipment, net
 
113,014

 
114,848

Goodwill
 
8,222

 
8,222

Notes receivable, less current portion
 
31,505

 
31,194

Other assets
 
10,108

 
11,219

Total assets
 
$
271,163

 
$
282,278

 
 
 
 
 
Liabilities and Shareholders’ Equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable and accrued expenses
 
$
40,516

 
$
46,617

Deferred revenue
 
41,374

 
38,236

Accrued tool sets
 
2,700

 
2,397

Dividends payable
 
1,323

 

Financing obligation, current portion
 
1,376

 
1,319

Other current liabilities
 
4,036

 
3,893

Total current liabilities
 
91,325

 
92,462

Deferred tax liabilities, net
 
329

 
329

Deferred rent liability
 
11,545

 
12,003

Financing obligation
 
40,348

 
40,715

Other liabilities
 
9,435

 
10,124

Total liabilities
 
152,982

 
155,633

 
 
 
 
 
Commitments and contingencies
 

 

 
 
 
 
 
Shareholders’ equity:
 
 
 
 
Common stock, $0.0001 par value, 100,000,000 shares authorized, 32,230,311 shares issued and 25,365,414 shares outstanding as of December 31, 2018 and 32,168,795 shares issued and 25,303,898 shares outstanding as of September 30, 2018
 
3

 
3

Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 700,000 shares of Series A Convertible Preferred Stock issued and outstanding as of December 31, 2018 and September 30, 2018, liquidation preference of $100 per share
 

 

Paid-in capital - common
 
187,308

 
186,732

Paid-in capital - preferred
 
68,853

 
68,853

Treasury stock, at cost, 6,864,897 shares as of December 31, 2018 and September 30, 2018
 
(97,388
)
 
(97,388
)
Retained deficit
 
(40,595
)
 
(31,555
)
Total shareholders’ equity
 
118,181

 
126,645

Total liabilities and shareholders’ equity
 
$
271,163

 
$
282,278


6



UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
 
Three Months Ended December 31,
 
 
2018
 
2017
 
 
(In thousands)
Cash flows from operating activities:
 
 
 
 
Net loss
 
$
(7,717
)
 
$
(1,135
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
 
Depreciation and amortization
 
3,205

 
3,362

Amortization of assets subject to financing obligation
 
670

 
671

Bad debt expense
 
337

 
338

Stock-based compensation
 
694

 
359

Deferred income taxes
 

 
(2,812
)
Equity in earnings of unconsolidated affiliate
 
(97
)
 
(97
)
Training equipment credits earned, net
 
78

 
(224
)
Other losses
 
401

 
11

Changes in assets and liabilities:
 
 
 
 
Receivables
 
6,235

 
5,890

Prepaid expenses and other assets
 
(1,210
)
 
(1,250
)
Other assets
 
720

 

Notes receivable
 
(378
)
 
(3,043
)
Accounts payable and accrued expenses
 
(1,578
)
 
(4,952
)
Deferred revenue
 
3,138

 
542

Income tax payable/receivable
 
169

 
(156
)
Accrued tool sets and other current liabilities
 
588

 
360

Deferred rent liability
 
(458
)
 
(553
)
Other liabilities
 
(387
)
 
82

Net cash provided by (used in) operating activities
 
4,410

 
(2,607
)
Cash flows from investing activities:
 
 
 
 
Purchase of property and equipment
 
(2,779
)
 
(2,556
)
Proceeds from disposal of property and equipment
 
5

 
2

Proceeds received upon maturity of investments
 

 
947

Purchase of trading securities
 

 
(894
)
Proceeds from sales of trading securities
 

 
40,902

Return of capital contribution from unconsolidated affiliate
 
64

 
101

Net cash provided by (used in) investing activities
 
(2,710
)
 
38,502

Cash flows from financing activities:
 
 
 
 
Payment of financing obligation
 
(310
)
 
(259
)
Payment of payroll taxes on stock-based compensation through shares withheld
 
(118
)
 
(3
)
Net cash used in financing activities
 
(428
)
 
(262
)
Change in cash, cash equivalents and restricted cash:
 
 
 
 
Net increase in cash, cash equivalents and restricted cash
 
1,272

 
35,633

Cash, cash equivalents and restricted cash, beginning of period
 
72,159

 
64,960

Cash, cash equivalents and restricted cash, end of period
 
$
73,431

 
$
100,593








7





UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

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

 
 
December 31, 2018
 
December 31, 2017
 
 
(In thousands)
Cash and cash equivalents
 
$
58,649

 
$
86,450

Restricted cash
 
14,782

 
14,143

Total cash, cash equivalents and restricted cash shown in condensed consolidated statements of cash flows
 
$
73,431

 
$
100,593



8



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

Reconciliation of Net Loss to Adjusted EBITDA
 
 
Three Months Ended December 31,
 
 
2018
 
2017
 
 
(In thousands)
Net loss, as reported
 
$
(7,717
)
 
$
(1,135
)
Interest expense, net
 
411

 
431

Income tax expense (benefit)
 
133

 
(2,829
)
Depreciation and amortization
 
4,258

 
4,376

EBITDA
 
$
(2,915
)
 
$
843

Non-recurring consulting fees for transformation initiative(1)
 
4,224

 
1,400

Start-up costs associated with Bloomfield, New Jersey campus opening
 

 
352

Adjusted EBITDA, non-GAAP
 
$
1,309

 
$
2,595


Adjusted Free Cash Flow
 
 
Three Months Ended December 31,
 
 
2018
 
2017
 
 
(In thousands)
Cash flows provided by operating activities, as reported
 
$
4,410

 
$
(2,607
)
 
 
 
 
 
Purchase of Property and Equipment
 
(2,779
)
 
(2,556
)
Non-recurring consulting fees for transformation initiative(1)
 
3,950

 
1,400

Cash outflows associated with Bloomfield, New Jersey campus opening
 

 
686

Adjusted free cash flow, non-GAAP
 
$
5,581

 
$
(3,077
)

Adjusted Operating Loss
 
 
Three Months Ended December 31,
 
 
2018
 
2017
 
 
(In thousands)
Loss from operations, as reported
 
$
(7,205
)
 
$
(3,604
)
Non-recurring consulting fees for transformation initiative(1)
 
4,224

 
1,400

Start-up costs associated with Bloomfield, New Jersey campus opening
 

 
352

Adjusted income (loss) from operations, non-GAAP
 
$
(2,981
)
 
$
(1,852
)

(1)In October 2018, we terminated our agreement with the consultant and paid a termination fee of $3.95 million related to our transformation plan. The consulting services covered marketing, admissions, future student processing, retention and cost savings initiatives. We determined that the Company has developed sufficient expertise to execute transformation plan efforts internally. Total expense recognized during the three months ended December 31, 2018, related to the consultant were $4.22 million. During the three months ended December 31, 2017, we also incurred $1.4 million in fees to the same consultant as we began our transformation plan.



9




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

Selected Supplemental Financial Information
 
 
Three Months Ended December 31,
 
 
2018
 
2017
 
 
(In thousands)
Salaries expense
 
$
35,007

 
$
34,036

Employee benefits and tax
 
7,491

 
7,379

Bonus expense
 
2,830

 
1,762

Stock-based compensation
 
694

 
359

Total compensation and related costs
 
$
46,022

 
$
43,536

 
 
 
 
 
Advertising expense
 
$
10,583

 
$
10,611

Occupancy expense, net of subleases
 
$
9,304

 
$
9,221

Contract service expense
 
$
6,493

 
$
3,601

Student expenses-housing
 
$
494

 
$
171

Professional accounting services expense
 
$
299

 
$
689




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