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Item 2 — Management's Discussion and Analysis
Universal Technical Institute, Inc · 10-Q · Q3 FY2026 · Period ended Jun 30, 2026
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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”): As of June 30,2026, UTI operated 16 campuses located in nine states, offering 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. In July 2026, UTI opened its new campus in Atlanta, Georgia, bringing the total operating campuses to 17 locations in 10 states.
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 16 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 Nine Months Ended June 30, 2026
Revenues for the three months ended June 30, 2026 were $218.9 million, an increase of $14.6 million, or 7.2%, from the comparable period in the prior year. UTI revenues increased by approximately $6.6 million, or 5.0%, and Concorde revenues increased by approximately $8.1 million, or 11.1%. 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.
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Revenues for the nine months ended June 30, 2026 were $661.2 million, an increase of $48.0 million, or 7.8%, from the comparable period in the prior year. UTI revenues increased by approximately $26.4 million, or 6.6%, and Concorde revenues increased by approximately $21.6 million, or 10.0%. 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 $3.2 million and $19.3 million during the three and nine months ended June 30, 2026, respectively, compared to $14.2 million and $58.5 million for the three and nine months ended June 30, 2025. The decrease for the three and nine months ended June 30, 2026 was primarily driven by approximately $9.0 million and $27.6 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 fiscal 2026, we executed the following as part of our business strategy:
•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 in aviation, welding, HVACR and various electrical training programs.
•The UTI Atlanta, Georgia campus opened to students in July 2026, marking our first campus in the state of Georgia. The approximately 117,000 square foot facility offers multi-discipline programs in automotive, diesel, aviation, electrical, robotics and automation, HVACR and welding.
•We announced four new campus locations as part of Phase II of its North Star growth strategy. These campuses include a new UTI campus in Salt Lake City, Utah and new Concorde campuses in Houston, Texas, Glendale, Arizona and Atlanta, Georgia. All are expected to open in 2027 pending regulatory approvals.
•Concorde relocated its Aurora, Colorado campus to Denver, Colorado in June 2026. At 60,000 square feet, the Denver facility is larger than the previous Aurora location and allows for increased student capacity by approximately 200 students thus expanding healthcare training programs in the area.
•We completed the expansion of the UTI Dallas, Texas campus, which added 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.
•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 fiscal 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.
•Concorde launched 12 additional healthcare training programs across campuses in California, Florida, Missouri and Texas, including dental assistant, diagnostic medical sonography, pharmacy technician, radiologic technology and surgical technology.
•UTI expanded its core automotive technology curriculum to include battery hybrid electric vehicle (BHEV) and electric vehicle (EV) training at 13 campuses. The curriculum will also be incorporated into future automotive technology program launches, including the new Atlanta, Georgia campus and the planned Salt Lake City, Utah campus.
•UTI expanded its HVACR program to the Lisle, Illinois campus, increasing the program’s availability to eight campuses nationwide.
In addition, we continue to pursue other opportunities that align with our business strategy.
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Regulatory Environment
See Note 17 of the notes to our condensed consolidated financial statements herein for a discussion of our regulatory environment.
Results of Operations: Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
The following table sets forth selected statements of operations data, including as a percentage of revenues for each of the periods indicated:
Three Months Ended June 30,
2026 % of Revenue 2025 % of Revenue
Revenues $ 218,907 100.0 % $ 204,298 100.0 %
Operating expenses:
Educational services and facilities 118,334 54.1 % 105,604 51.7 %
Selling, general and administrative 97,328 44.5 % 84,542 41.4 %
Total operating expenses 215,662 98.6 % 190,146 93.1 %
Income from operations 3,245 1.5 % 14,152 6.9 %
Interest income 764 0.3 % 1,445 0.7 %
Interest expense (1,013) (0.5) % (1,394) (0.7) %
Other income (expense), net 103 — % 149 0.1 %
Total other (expense) income, net (146) (0.2) % 200 0.1 %
Income before income taxes 3,099 1.4 % 14,352 7.0 %
Income tax expense (820) (0.4) % (3,689) (1.8) %
Net income $ 2,279 1.0 % $ 10,663 5.2 %
Revenues and Student Metrics
Three Months Ended June 30,
Student Metrics 2026 2025 % Change
Average full-time active students 25,131 23,757 5.8 %
Total new student starts 6,342 5,721 10.9 %
End of period full-time active students 24,408 22,369 9.1 %
Our revenues for the three months ended June 30, 2026 were $218.9 million, an increase of $14.6 million, or 7.2%, as compared to revenues of $204.3 million for the three months ended June 30, 2025. Average full-time active students for the three months ended June 30, 2026 was 25,131, an increase of 5.8% compared to the prior year. For the three months ended June 30, 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.
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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 June 30,
2026 2025 $ Change % Change
Compensation and related costs $ 68,526 $ 62,338 $ 6,188 9.9 %
Occupancy costs 15,619 14,399 1,220 8.5 %
Supplies, training aids and student expense 17,993 14,115 3,878 27.5 %
Depreciation and amortization expense 9,783 7,714 2,069 26.8 %
Other educational services and facilities expenses 6,413 7,038 (625) (8.9) %
Total educational services and facilities expense $ 118,334 $ 105,604 $ 12,730 12.1 %
Our educational services and facilities expenses were $118.3 million for the three months ended June 30, 2026, as compared to $105.6 million for the three months ended June 30, 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 $6.2 million for the three months ended June 30, 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 $1.2 million for the three months ended June 30, 2026, primarily due to new lease activity associated with the announced new campuses and annual rate increases on existing leases.
Supplies, training aids and student expense increased by $3.9 million for the three months ended June 30, 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 $2.1 million for the three months ended June 30, 2026, primarily due to new property and equipment to support new campuses and expanded program offerings.
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 June 30,
2026 2025 $ Change % Change
Compensation and related costs $ 46,345 $ 40,437 $ 5,908 14.6 %
Advertising and marketing expense 26,147 22,695 3,452 15.2 %
Other selling, general and administrative expenses 24,836 21,410 3,426 16.0 %
Total selling, general and administrative expenses $ 97,328 $ 84,542 $ 12,786 15.1 %
Our selling, general and administrative expenses for the three months ended June 30, 2026 were $97.3 million, as compared to $84.5 million for the three months ended June 30, 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 $5.9 million for the three months ended June 30, 2026 primarily due to additional headcount hired to support the execution of our growth strategy.
Advertising and marketing expense increased year-over-year by $3.5 million. Advertising and marketing expense as a percentage of revenues increased to 11.9% for the three months ended June 30, 2026 as compared to 11.1% 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.
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Other selling, general and administrative expenses increased by $3.4 million primarily due to an increase in our provision for credit losses of $1.5 million as a result of higher revenues and higher student volumes. Additionally, there was an increase in software expenses and contract services of $1.3 million due to continued investment in technology to support the execution of our growth, diversification, and optimization strategy. These increases were offset by decreases in other expenses as we continue to focus on cost optimization.
Income taxes
Income tax expense for the three months ended June 30, 2026 was $0.8 million, or 26.5% of pre-tax income, compared to income tax expense of $3.7 million, or 25.7% of pre-tax income, for the three months ended June 30, 2025. The effective income tax rate for the three months ended June 30, 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 June 30, 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 June 30, 2026 Compared to the Three Months Ended June 30, 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 June 30, 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 June 30, 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 June 30, 2026 and 2025:
UTI Concorde Corporate Consolidated
Three Months Ended June 30, 2026
Revenues $ 138,015 $ 80,892 $ — $ 218,907
Compensation and benefits 58,274 36,699 19,898 114,871
Advertising 16,243 9,696 208 26,147
Occupancy 10,882 6,655 976 18,513
Student related 12,326 5,494 — 17,820
General operations 6,157 4,605 5,634 16,396
Depreciation and amortization 7,284 2,751 375 10,410
Professional and contract services 2,318 1,297 4,258 7,873
Other expenses(1) 1,969 711 952 3,632
Corporate support(2) 16,748 9,813 (26,561) —
Total operating expenses 132,201 77,721 5,740 215,662
Income (loss) from operations 5,814 3,171 (5,740) 3,245
Net income (loss) $ 5,020 $ 3,130 $ (5,871) $ 2,279
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UTI Concorde Corporate Consolidated
Three Months Ended June 30, 2025
Revenues $ 131,462 $ 72,836 $ — $ 204,298
Compensation and benefits 51,230 34,122 17,423 102,775
Advertising 15,008 7,534 153 22,695
Occupancy 9,920 6,494 233 16,647
Student related 7,671 6,122 — 13,793
General operations 5,532 5,123 3,146 13,801
Depreciation and amortization 6,048 1,939 328 8,315
Professional and contract services 2,360 1,264 4,590 8,214
Other expenses(1) 1,648 1,182 1,076 3,906
Corporate support(2) 14,320 7,933 (22,253) —
Total operating expenses 113,737 71,713 4,696 190,146
Income (loss) from operations 17,725 1,123 (4,696) 14,152
Net income (loss) $ 16,439 $ 1,084 $ (6,860) $ 10,663
(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
Three Months Ended June 30,
2026 2025 % Change
UTI
Average full-time active students 14,767 14,205 4.0 %
Total new student starts 3,491 2,829 23.4 %
End of period full-time active students 14,602 13,874 5.2 %
Concorde
Average full-time active students 10,364 9,552 8.5 %
Total new student starts 2,851 2,892 (1.4) %
End of period full-time active students 9,806 8,495 15.4 %
UTI Segment
Revenues for UTI for the three months ended June 30, 2026 were $138.0 million, an increase of $6.6 million, or 5.0%, versus the prior year. Revenue increased primarily due to a 4.0% 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 June 30, 2026 were $80.9 million, an increase of $8.1 million, or 11.1%, versus the prior year. Revenue increased primarily due to an 8.5% increase in average full-time active students and new program launches associated with the continued execution of our growth and diversification strategy.
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Segment Operating Expenses
UTI Segment
Compensation and benefits increased by $7.0 million for the three months ended June 30, 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 $1.2 million for the three months ended June 30, 2026 as compared to the prior year. Advertising expense as a percentage of revenues increased to 11.8% for the three months ended June 30, 2026 as compared to 11.4% 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 $1.0 million, primarily due to recording facility leases for two new campus locations during the prior year. The UTI San Antonio, Texas campus opened to students in March 2026 and the UTI Atlanta, Georgia campus opened in July 2026.
Student related expenses increased by $4.7 million, primarily due to costs incurred to outfit our new programs and campuses opening in fiscal 2026 and our increased population of students.
Depreciation and amortization expense increased by $1.2 million, primarily due to new property and equipment to support new campuses and expanded program offerings.
General operations expense increased by $0.6 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 $2.6 million for the three months ended June 30, 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 June 30, 2026 as compared to the prior year. Advertising expense as a percentage of revenues increased to 12.0% for the three months ended June 30, 2026 as compared to 10.3% 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.
Depreciation and amortization expense increased by $0.8 million, primarily due to new property and equipment to support new campuses and expanded program offerings.
General operations expense decreased by $0.5 million 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 $2.5 million for the three months ended June 30, 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, primarily due to higher software expenses reflecting continued investment in technology to support the execution of our growth, diversification, and optimization strategy.
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Results of Operations: Nine Months Ended June 30, 2026 Compared to Nine Months Ended June 30, 2025
The following table sets forth selected statements of operations data, including as a percentage of revenues for each of the periods indicated:
Nine Months Ended June 30,
2026 % of Revenue 2025 % of Revenue
Revenues $ 661,153 100.0 % $ 613,174 100.0 %
Operating expenses:
Educational services and facilities 346,211 52.4 % 308,233 50.3 %
Selling, general and administrative 295,671 44.7 % 246,458 40.2 %
Total operating expenses 641,882 97.1 % 554,691 90.5 %
Income from operations 19,271 2.9 % 58,483 9.5 %
Interest income 3,370 0.5 % 4,833 0.8 %
Interest expense (2,977) (0.5) % (4,724) (0.8) %
Other income (expense), net 30 — % 123 — %
Total other income (expense), net 423 — % 232 — %
Income before income taxes 19,694 3.0 % 58,715 9.6 %
Income tax expense (4,155) (0.6) % (14,453) (2.4) %
Net income $ 15,539 2.4 % $ 44,262 7.2 %
Revenues and Student Metrics
Nine Months Ended June 30,
Student Metrics 2026 2025 % Change
Average full-time active students 26,125 24,474 6.7 %
Total new student starts 19,360 17,684 9.5 %
End of period full-time active students 24,408 22,369 9.1 %
Our revenues for the nine months ended June 30, 2026 were $661.2 million, an increase of $48.0 million, or 7.8%, as compared to revenues of $613.2 million for the nine months ended June 30, 2025. Average full-time active students for the nine months ended June 30, 2026 was 26,125, an increase of 6.7% compared to the prior year. For the nine months ended June 30, 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):
Nine Months Ended June 30,
2026 2025 $ Change % Change
Compensation and related costs $ 200,964 $ 181,147 $ 19,817 11 %
Occupancy costs 45,163 40,624 4,539 11 %
Supplies, training aids and student expense 54,190 43,647 10,543 24 %
Depreciation and amortization expense 26,557 22,642 3,915 17 %
Other educational services and facilities expenses 19,337 20,173 (836) (4) %
Total educational services and facilities expense $ 346,211 $ 308,233 $ 37,978 12 %
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Our educational services and facilities expenses were $346.2 million for the nine months ended June 30, 2026, as compared to $308.2 million for the nine months ended June 30, 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 $19.8 million for the nine months ended June 30, 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 $4.5 million for the nine months ended June 30, 2026, primarily due to new lease activity associated with the announced new campuses and annual rate increases on existing leases.
Supplies, training aids and student expense increased by $10.5 million for the nine months ended June 30, 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 $3.9 million for the nine months ended June 30, 2026, primarily due to new property and equipment to support new campuses and expanded program offerings.
Other educational services and facilities expenses decreased by $0.8 million for the nine months ended June 30, 2026, as we continued to focused on optimizing costs in support of our planned growth.
Selling, general and administrative expenses
The following table sets forth the significant components of our selling, general and administrative expenses (in thousands):
Nine Months Ended June 30,
2026 2025 $ Change % Change
Compensation and related costs $ 136,798 $ 119,680 $ 17,118 14 %
Advertising and marketing expense 82,808 67,878 14,930 22 %
Other selling, general and administrative expenses 76,065 58,900 17,165 29 %
Total selling, general and administrative expenses $ 295,671 $ 246,458 $ 49,213 20 %
Selling, general and administrative expenses for the nine months ended June 30, 2026 were $295.7 million, as compared to $246.5 million for the nine months ended June 30, 2025, which is 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 $17.1 million for the nine months ended June 30, 2026 primarily due to additional headcount hired to support the execution of our growth strategy.
Advertising and marketing expense increased by $14.9 million for the nine months ended June 30, 2026. Advertising and marketing expense as a percentage of revenues increased to 12.5% for the nine months ended June 30, 2026 as compared to 11.1% 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.
Other selling, general and administrative expenses increased by $17.2 million for the nine months ended June 30, 2026 primarily due to an increase in the provision for credit losses of $8.7 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 $5.4 million, reflecting continued investment in technology to support the execution of our growth, diversification, and optimization strategy.
Income taxes
Income tax expense for the nine months ended June 30, 2026 was $4.2 million, or 21.1% of pre-tax income, compared to $14.5 million, or 24.6% of pre-tax income, for the nine months ended June 30, 2025. The effective income tax rate for the nine months ended June 30, 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 nine months ended June 30, 2025 differed from the federal statutory rate of 21% primarily due to non-deductible
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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 Nine Months Ended June 30, 2026 Compared to the Nine Months Ended June 30, 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 nine months ended June 30, 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 nine months ended June 30, 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 nine months ended June 30, 2026 and 2025:
UTI Concorde Corporate Consolidated
Nine Months Ended June 30, 2026
Revenues $ 423,577 $ 237,576 $ — $ 661,153
Compensation and benefits 169,703 109,649 58,410 337,762
Advertising 53,213 28,988 607 82,808
Occupancy 32,035 19,255 2,866 54,156
Student related 34,648 16,588 — 51,236
General operations 21,818 13,534 16,283 51,635
Depreciation and amortization 20,326 6,991 1,044 28,361
Professional and contract services 7,516 3,857 13,212 24,585
Other expenses(1) 5,862 2,345 3,132 11,339
Corporate support(2) 52,611 29,608 (82,219) —
Total operating expenses 397,732 230,815 13,335 641,882
Income (loss) from operations 25,845 6,761 (13,335) 19,271
Net income (loss) $ 23,420 $ 6,683 $ (14,564) $ 15,539
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Nine Months Ended June 30, 2025
Revenues $ 397,168 $ 216,006 $ — $ 613,174
Compensation and benefits 153,120 98,130 49,575 300,825
Advertising 44,536 22,791 551 67,878
Occupancy 28,245 18,206 674 47,125
Student related 26,511 17,010 — 43,521
General operations 14,479 12,985 8,322 35,786
Depreciation and amortization 17,947 5,499 1,006 24,452
Professional and contract services 7,330 3,868 13,457 24,655
Other expenses(1) 4,860 2,777 2,812 10,449
Corporate support(2) 42,153 23,035 (65,188) —
Total operating expenses 339,181 204,301 11,209 554,691
Income (loss) from operations 57,987 11,705 (11,209) 58,483
Net income (loss) $ 54,315 $ 11,591 $ (21,644) $ 44,262
(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
Nine Months Ended June 30,
2026 2025 % Change
UTI
Average full-time active students 15,557 14,815 5.0 %
Total new student starts 10,494 9,173 14.4 %
End of period full-time active students 14,602 13,874 5.2 %
Concorde
Average full-time active students 10,568 9,659 9.4 %
Total new student starts 8,866 8,511 4.2 %
End of period full-time active students 9,806 8,495 15.4 %
UTI Segment
Revenues for UTI for the nine months ended June 30, 2026 were $423.6 million, an increase of $26.4 million, or 6.6%, versus the prior year. Revenue increased primarily due to a 5.0% 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 nine months ended June 30, 2026 were $237.6 million, an increase of $21.6 million, or 10.0%, versus the prior year. Revenue increased primarily due to a 9.4% increase in average full-time active students and new program launches associated with the continued execution of our growth and diversification strategy.
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Segment Operating Expenses
UTI Segment
Compensation and benefits increased by $16.6 million for the nine months ended June 30, 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 $8.7 million for the nine months ended June 30, 2026 as compared to the prior year. Advertising expense as a percentage of revenues increased to 12.6% for the nine months ended June 30, 2026 as compared to 11.2% 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 $3.8 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 nine months ended June 30, 2026, and the UTI Atlanta, Georgia campus opened in July 2026.
Student related expenses increased by $8.1 million, primarily due to costs incurred to outfit our new campuses opening in fiscal 2026 and due to our increased population of students.
General operations expense increased by $7.3 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 $2.4 million, primarily due to continued investments in facilities and equipment to support new campuses and expanded program offerings.
Concorde Segment
Compensation and benefits increased by $11.5 million for the nine months ended June 30, 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 $6.2 million for the nine months ended June 30, 2026 as compared to the prior year. Advertising expense as a percentage of revenues increased to 12.2% for the nine months ended June 30, 2026 as compared to 10.6% 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 $1.0 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.
Depreciation and amortization expense increased by $1.5 million, primarily due to continued investments in facilities and equipment to support new campuses and expanded program offerings.
Corporate Segment
Compensation and benefits increased by $8.8 million for the nine months ended June 30, 2026 as compared to the prior year, primarily due to higher corporate headcount to execute on our business strategy.
General operations expense increased by $8.0 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 nine months ended June 30, 2026 were $13.8 million and $47.7 million, respectively, compared to $22.6 million and $83.1 million for the three and nine months ended June 30, 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
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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 June 30, Nine Months Ended June 30,
2026 2025 2026 2025
Net income $ 2,279 $ 10,663 $ 15,539 $ 44,262
Interest income (764) (1,445) (3,370) (4,833)
Interest expense 1,013 1,394 2,977 4,724
Income tax (benefit) expense 820 3,689 4,155 14,453
Depreciation and amortization 10,410 8,315 28,361 24,452
EBITDA $ 13,758 $ 22,616 $ 47,662 $ 83,058
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 June 30, 2026 totaled $180.5 million and was comprised of cash and cash equivalents of $130.1 million, $40.1 million of short-term investments, and $10.4 million in availability on our Revolving Credit Facility. This represents a decrease of $74.0 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 June 30, 2026, we had $160.3 million of long-term debt outstanding, which is comprised of two term loans, a finance lease and our Revolving Credit Facility. Of the $160.3 million outstanding, $26.8 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 $35.4 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 $3.1 million relates to a finance lease for a campus within our Concorde segment. The remaining $95.0 million relates to
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funds drawn from the $125.0 million Revolving Credit Facility for working capital purposes. As of June 30, 2026, we were in compliance with all financial debt covenants.
In July 2026, we used cash on hand to repay $95.0 million outstanding on the Credit Facility and we were notified by the ED that the $19.6 million letter of credit was released, which increased the availability under the Credit Facility to $125.0 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 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 June 30, 2026, the total face amount of these surety bonds was approximately $28.9 million.
Operating Activities
Our net cash provided by operating activities was $17.4 million for the nine months ended June 30, 2026, compared to $40.2 million for the nine months ended June 30, 2025.
Net income, after adjustments for non-cash items, for the nine months ended June 30, 2026 provided cash of $98.5 million. The non-cash items included $28.4 million for depreciation and amortization expense, $22.4 million for our provision for credit losses, $19.7 million for amortization of right-of-use assets for operating leases, $9.4 million for stock-based compensation expense, and $2.0 million for deferred income taxes.
Changes in operating assets and liabilities used cash of $81.1 million primarily due to the following:
•The change in receivables used cash of $26.5 million and was primarily due to the timing of Title IV disbursements and other cash receipts on behalf of or from our students.
•The change in deferred revenue used cash of $20.8 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 June 30, 2026 as compared to September 30, 2025.
•The change in our operating lease liabilities used cash of $15.2 million primarily as a result of rent payments.
•The change in prepaid expenses and other current assets used cash of $11.7 million primarily due to the timing of payments.
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•The change in income tax payable/receivable used cash of $7.1 million primarily due to the timing of tax payments.
•The change in notes receivable used cash of $4.4 million primarily due to higher utilization of UTI’s proprietary loan program.
•The change in accounts payable and accrued expenses provided cash of $4.4 million primarily related to the timing of payments to vendors and for payroll and bonus accruals.
•The change in other assets provided cash of $2.2 million and was primarily attributable to the decrease in long-term receivables for retail installment contracts.
Net income, after adjustments for non-cash items, for the nine months ended June 30, 2025 provided cash of $109.2 million. The non-cash items included $24.5 million for depreciation and amortization expense, $17.5 million for amortization of right-of-use assets for operating leases, $15.1 million for our provision for credit losses, and $6.4 million for stock-based compensation expense.
Changes in operating assets and liabilities used cash of $69.0 million primarily due to the following:
•The change in deferred revenue used cash of $25.5 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 June 30, 2025 as compared to September 30, 2024.
•The change in receivables used cash of $21.9 million and was primarily due to the timing of Title IV disbursements and other cash receipts on behalf of or from our students.
•The change in our operating lease liabilities used cash of $16.8 million primarily as a result of rent payments.
•The change in other assets used cash of $5.4 million and was primarily attributable to the increase in long-term receivables for retail installment contracts.
•The change in prepaid expenses and other current assets used cash of $4.5 million primarily due to the timing of payments.
•The change in notes receivable used cash of $4.1 million primarily due to higher utilization of UTI’s proprietary loan program.
•The change in accounts payable and accrued expenses provided cash of $6.5 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 $3.6 million primarily due to the timing of tax payments.
Investing Activities
During the nine months ended June 30, 2026, cash used in investing activities was $79.7 million, which included the purchase of property and equipment of $80.9 million to support new campus and program expansions at both UTI and Concorde, the purchase of short-term investments of $57.3 million, and $4.5 million capitalized costs for intangible assets, partially offset by $31.7 million in proceeds from the sale of investments and $31.3 million in proceeds received upon maturity of investments.
During the nine months ended June 30, 2025, cash used in investing activities was $78.3 million, which included the purchase of held-to-maturity investments of $54.6 million and the purchase of property and equipment of $25.5 million to support new campus and program expansions at both UTI and Concorde.
Financing Activities
During the nine months ended June 30, 2026, cash provided by financing activities was $64.1 million which was primarily related to $75.0 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 $8.7 million, and the payment of term loans and finance leases of $2.1 million.
During the nine months ended June 30, 2025, cash used in financing activities was $56.0 million which was primarily related to $50.0 million in net payments on the Revolving Credit Facility. Other uses of cash included payroll taxes paid for stock-
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based compensation through shares withheld of $4.7 million, and payment of term loans and finance leases of $2.0 million, partially offset by $0.7 million related to proceeds 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 nine months ended June 30, 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.