Cover Page
Cover Page - shares | 6 Months Ended | |
Mar. 31, 2022 | May 02, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 1-31923 | |
Entity Registrant Name | UNIVERSAL TECHNICAL INSTITUTE, INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-0226984 | |
Entity Address, Address Line One | 4225 East Windrose Drive | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85032 | |
City Area Code | 623 | |
Local Phone Number | 445-9500 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | UTI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 33,042,047 | |
Entity Central Index Key | 0001261654 | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Sep. 30, 2021 |
Assets | ||
Cash and cash equivalents | $ 61,498 | $ 133,721 |
Restricted cash | 11,481 | 12,256 |
Receivables, net | 15,465 | 17,151 |
Notes receivable, current portion | 5,519 | 5,538 |
Prepaid expenses | 8,048 | 6,658 |
Other current assets | 7,461 | 8,068 |
Total current assets | 109,472 | 183,392 |
Property and equipment, net | 193,084 | 122,051 |
Goodwill | 16,859 | 8,222 |
Intangible assets | 16,273 | 124 |
Notes receivable, less current portion | 30,764 | 30,586 |
Right-of-use assets for operating leases | 141,736 | 159,075 |
Deferred tax asset, net | 3,907 | 0 |
Other assets | 5,258 | 9,120 |
Total assets | 517,353 | 512,570 |
Liabilities and Shareholders’ Equity | ||
Accounts payable and accrued expenses | 55,147 | 54,397 |
Deferred revenue | 42,010 | 57,648 |
Accrued tool sets | 3,619 | 3,292 |
Operating lease liability, current portion | 12,940 | 14,075 |
Long term debt, current portion | 2,374 | 876 |
Other current liabilities | 2,262 | 2,430 |
Total current liabilities | 118,352 | 132,718 |
Deferred tax liabilities, net | 0 | 674 |
Operating lease liability | 137,635 | 153,228 |
Long-term debt | 46,045 | 29,850 |
Other liabilities | 4,586 | 7,570 |
Total liabilities | 306,618 | 324,040 |
Commitments and contingencies (Note 16) | ||
Shareholders’ equity: | ||
Common stock, $0.0001 par value, 100,000 shares authorized, 33,124 and 32,915 shares issued | 3 | 3 |
Preferred stock, $0.0001 par value, 10,000 shares authorized; 700 shares of Series A Convertible Preferred Stock issued and outstanding, liquidation preference of $100 per share | 0 | 0 |
Paid-in capital - common | 143,926 | 142,314 |
Paid-in capital - preferred | 68,853 | 68,853 |
Treasury stock, at cost, 82 shares | (365) | (365) |
Retained deficit | (2,437) | (21,996) |
Accumulated other comprehensive income (loss) | 755 | (279) |
Total shareholders’ equity | 210,735 | 188,530 |
Total liabilities and shareholders’ equity | $ 517,353 | $ 512,570 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Sep. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 33,124,000 | 32,915,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock (in shares) | 10,000,000 | 10,000,000 |
Preferred stock (in shares) | 700,000 | 700,000 |
Preferred stock, shares outstanding (in shares) | 700,000 | 700,000 |
Preferred stock, liquidation preference (in dollars per share) | $ 100 | $ 100 |
Treasury stock (in shares) | 82,000 | 82,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 102,086 | $ 77,709 | $ 207,161 | $ 153,834 |
Operating expenses: | ||||
Educational services and facilities | 49,209 | 40,480 | 97,110 | 79,811 |
Selling, general and administrative | 49,500 | 38,890 | 93,096 | 74,909 |
Total operating expenses | 98,709 | 79,370 | 190,206 | 154,720 |
Income (loss) from operations | 3,377 | (1,661) | 16,955 | (886) |
Other (expense) income: | ||||
Interest income | 8 | 8 | 20 | 62 |
Interest expense | (466) | (1) | (699) | (3) |
Other (expense) income, net | (163) | 73 | (45) | 355 |
Total other (expense) income, net | (621) | 80 | (724) | 414 |
Income (loss) before income taxes | 2,756 | (1,581) | 16,231 | (472) |
Income tax benefit (See Note 15) | 4,598 | 34 | 5,945 | 8 |
Net income (loss) | 7,354 | (1,547) | 22,176 | (464) |
Preferred stock dividends | 1,294 | 1,312 | 2,617 | 2,625 |
Net income (loss) available for distribution | $ 6,060 | $ (2,859) | $ 19,559 | $ (3,089) |
Earnings per share [Abstract] | ||||
Net income (loss) per share - basic (in dollars per share) | $ 0.11 | $ (0.09) | $ 0.36 | $ (0.09) |
Net income (loss) per share - diluted (in dollars per share) | $ 0.11 | $ (0.09) | $ 0.36 | $ (0.09) |
Weighted average number of shares outstanding: | ||||
Basic (in shares) | 32,992 | 32,762 | 32,920 | 32,709 |
Diluted (in shares) | 33,436 | 32,762 | 33,393 | 32,709 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 7,354 | $ (1,547) | $ 22,176 | $ (464) |
Unrealized gain on interest rate swap | 861 | 0 | 1,034 | 0 |
Comprehensive income (loss) | $ 8,215 | $ (1,547) | $ 23,210 | $ (464) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Preferred Stock | Treasury Stock | Retained Deficit | Retained DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) | Common StockPaid-in Capital | Preferred StockPaid-in Capital |
Beginning Balance at Sep. 30, 2020 | $ 176,522 | $ 3 | $ 0 | $ (365) | $ (32,971) | $ 0 | $ 141,002 | $ 68,853 | ||
Beginning Balance (Accounting Standards Update 2016-13) at Sep. 30, 2020 | $ 1,644 | $ 1,644 | ||||||||
Beginning Balance (in shares) at Sep. 30, 2020 | 32,730 | 700 | 82 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 1,083 | 1,083 | ||||||||
Issuance of common stock under employee plans (in shares) | 66 | |||||||||
Shares withheld for payroll taxes | (178) | (178) | ||||||||
Shares withheld for payroll taxes (in shares) | (29) | |||||||||
Stock-based compensation | 548 | 548 | ||||||||
Preferred stock dividends | (1,313) | (1,313) | ||||||||
Ending Balance at Dec. 31, 2020 | 178,306 | $ 3 | $ 0 | $ (365) | (31,557) | 0 | 141,372 | 68,853 | ||
Ending Balance (in shares) at Dec. 31, 2020 | 32,767 | 700 | 82 | |||||||
Beginning Balance at Sep. 30, 2020 | 176,522 | $ 3 | $ 0 | $ (365) | (32,971) | 0 | 141,002 | 68,853 | ||
Beginning Balance (Accounting Standards Update 2016-13) at Sep. 30, 2020 | $ 1,644 | $ 1,644 | ||||||||
Beginning Balance (in shares) at Sep. 30, 2020 | 32,730 | 700 | 82 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | (464) | |||||||||
Unrealized gain on interest rate swap | 0 | |||||||||
Ending Balance at Mar. 31, 2021 | 176,458 | $ 3 | $ 0 | $ (365) | (34,416) | 0 | 142,383 | 68,853 | ||
Ending Balance (in shares) at Mar. 31, 2021 | 32,896 | 700 | 82 | |||||||
Beginning Balance at Dec. 31, 2020 | 178,306 | $ 3 | $ 0 | $ (365) | (31,557) | 0 | 141,372 | 68,853 | ||
Beginning Balance (in shares) at Dec. 31, 2020 | 32,767 | 700 | 82 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | (1,547) | (1,547) | ||||||||
Issuance of common stock under employee plans (in shares) | 164 | |||||||||
Shares withheld for payroll taxes | (223) | (223) | ||||||||
Shares withheld for payroll taxes (in shares) | (35) | |||||||||
Stock-based compensation | 1,234 | 1,234 | ||||||||
Preferred stock dividends | (1,312) | (1,312) | ||||||||
Unrealized gain on interest rate swap | 0 | |||||||||
Ending Balance at Mar. 31, 2021 | 176,458 | $ 3 | $ 0 | $ (365) | (34,416) | 0 | 142,383 | 68,853 | ||
Ending Balance (in shares) at Mar. 31, 2021 | 32,896 | 700 | 82 | |||||||
Beginning Balance at Sep. 30, 2021 | 188,530 | $ 3 | $ 0 | $ (365) | (21,996) | (279) | 142,314 | 68,853 | ||
Beginning Balance (in shares) at Sep. 30, 2021 | 32,915 | 700 | 82 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 14,822 | 14,822 | ||||||||
Issuance of common stock under employee plans (in shares) | 111 | |||||||||
Shares withheld for payroll taxes | (301) | (301) | ||||||||
Shares withheld for payroll taxes (in shares) | (37) | |||||||||
Stock-based compensation | 706 | 706 | ||||||||
Preferred stock dividends | (1,323) | (1,323) | ||||||||
Unrealized gain on interest rate swap | 173 | 173 | ||||||||
Ending Balance at Dec. 31, 2021 | 202,607 | $ 3 | $ 0 | $ (365) | (8,497) | (106) | 142,719 | 68,853 | ||
Ending Balance (in shares) at Dec. 31, 2021 | 32,989 | 700 | 82 | |||||||
Beginning Balance at Sep. 30, 2021 | 188,530 | $ 3 | $ 0 | $ (365) | (21,996) | (279) | 142,314 | 68,853 | ||
Beginning Balance (in shares) at Sep. 30, 2021 | 32,915 | 700 | 82 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 22,176 | |||||||||
Unrealized gain on interest rate swap | 1,034 | |||||||||
Ending Balance at Mar. 31, 2022 | 210,735 | $ 3 | $ 0 | $ (365) | (2,437) | 755 | 143,926 | 68,853 | ||
Ending Balance (in shares) at Mar. 31, 2022 | 33,124 | 700 | 82 | |||||||
Beginning Balance at Dec. 31, 2021 | 202,607 | $ 3 | $ 0 | $ (365) | (8,497) | (106) | 142,719 | 68,853 | ||
Beginning Balance (in shares) at Dec. 31, 2021 | 32,989 | 700 | 82 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 7,354 | 7,354 | ||||||||
Issuance of common stock under employee plans (in shares) | 177 | |||||||||
Shares withheld for payroll taxes | (327) | (327) | ||||||||
Shares withheld for payroll taxes (in shares) | (42) | |||||||||
Stock-based compensation | 1,534 | 1,534 | ||||||||
Preferred stock dividends | (1,294) | (1,294) | ||||||||
Unrealized gain on interest rate swap | 861 | 861 | ||||||||
Ending Balance at Mar. 31, 2022 | $ 210,735 | $ 3 | $ 0 | $ (365) | $ (2,437) | $ 755 | $ 143,926 | $ 68,853 | ||
Ending Balance (in shares) at Mar. 31, 2022 | 33,124 | 700 | 82 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 22,176 | $ (464) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 7,563 | 6,851 |
Amortization of right-of-use assets for operating leases | 9,123 | 8,117 |
Bad debt expense | 1,355 | 415 |
Stock-based compensation | 2,240 | 1,782 |
Deferred income taxes | (6,556) | 0 |
Training equipment credits earned, net | (809) | 155 |
Unrealized gain on interest rate swap | 1,034 | 0 |
Other gains (losses), net | 112 | (135) |
Changes in assets and liabilities: | ||
Receivables | 3,777 | 12,277 |
Prepaid expenses | (79) | (2,987) |
Other assets | (540) | (535) |
Notes receivable | (159) | 134 |
Accounts payable and accrued expenses | (46) | (1,480) |
Deferred revenue | (17,481) | 260 |
Income tax receivable | 0 | 2,685 |
Accrued tool sets and other current liabilities | 752 | 244 |
Operating lease liability | (8,566) | (9,159) |
Other liabilities | (3,496) | (633) |
Net cash provided by operating activities | 10,400 | 17,527 |
Cash flows from investing activities: | ||
Cash paid for acquisition, net of cash acquired | (26,514) | 0 |
Purchase of property and equipment | (53,151) | (49,919) |
Proceeds from disposal of property and equipment | 2 | 6 |
Proceeds from maturities of held-to-maturity securities | 0 | 18,189 |
Return of capital contribution from unconsolidated affiliate | 188 | 150 |
Net cash used in investing activities | (79,475) | (31,574) |
Cash flows from financing activities: | ||
Payment of preferred stock cash dividend | (2,617) | (2,625) |
Payments on term loan and finance leases | (678) | (64) |
Payment of payroll taxes on stock-based compensation through shares withheld | (628) | (401) |
Net cash used in financing activities | (3,923) | (3,090) |
Change in cash, cash equivalents and restricted cash | (72,998) | (17,137) |
Cash and cash equivalents, beginning of period | 133,721 | 76,803 |
Restricted cash, beginning of period | 12,256 | 12,116 |
Cash, cash equivalents and restricted cash, beginning of period | 145,977 | 88,919 |
Cash and cash equivalents, end of period | 61,498 | 58,965 |
Restricted cash, end of period | 11,481 | 12,817 |
Cash, cash equivalents and restricted cash, end of period | 72,979 | 71,782 |
Supplemental disclosure of cash flow information: | ||
Income taxes paid (refunded) | 399 | |
Income taxes paid (refunded) | (2,693) | |
Interest paid | 680 | 3 |
Training equipment obtained in exchange for services | 802 | 227 |
Depreciation of training equipment obtained in exchange for services | 453 | 646 |
Accounts payable and accrued expenses for capital expenditures | 1,140 | 1,098 |
CARES Act funds received for student emergency grants (See Note 21) | 4,942 | 0 |
CARES Act funds disbursed for student emergency grants (See Note 21) | (5,026) | 0 |
CARES Act funds received for institutional costs | $ 0 | $ 880 |
Nature of the Business
Nature of the Business | 6 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | Nature of the Business Founded in 1965, with approximately 250,000 graduates in its history, Universal Technical Institute, Inc. (“we,” “us” or “our”) is a leading provider of transportation and technical training programs. As of March 31, 2022, we offered certificate, diploma or degree programs at 14 campuses across the United States under the banner of several well-known brands, including Universal Technical Institute (“UTI”), Motorcycle Mechanics Institute and Marine Mechanics Institute (collectively, “MMI”), NASCAR Technical Institute (“NASCAR Tech”), and MIAT College of Technology (“MIAT”). Additionally, we offer manufacturer specific advanced training (“MSAT”) programs, including student-paid electives, at our campuses and manufacturer or dealer sponsored training at certain campuses and dedicated training centers. We work closely with over 35 original equipment manufacturers and industry brand partners to understand their needs for qualified service professionals. Revenues generated from our schools consist primarily of tuition and fees paid by students. To pay for a substantial portion of their tuition, the majority of students rely on funds received from federal financial aid programs under Title IV Programs of the Higher Education Act of 1965, as amended (“HEA”), as well as from various veterans’ benefits programs. For further discussion, see Note 21 on “Government Regulation and Financial Aid” included in our 2021 Annual Report on Form 10-K filed with the SEC on December 2, 2021 (the “2021 Annual Report on Form 10-K”). |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, our condensed consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements. Normal and recurring adjustments considered necessary for a fair statement of the results for the interim periods have been included. Operating results for the six months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending September 30, 2022. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2021 Annual Report on Form 10-K . The unaudited condensed consolidated financial statements include the accounts of Universal Technical Institute, Inc. and our wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Other than described below, there have been no material changes or developments in our significant accounting policies or evaluation of accounting estimates and underlying assumptions or methodologies from those disclosed in Note 2 of our 2021 Annual Report on Form 10-K . New Significant Accounting Policy for Goodwill and Intangible Assets We test goodwill and indefinite-lived intangible assets for impairment annually as of August 1, or more frequently if events and circumstances warrant. Under ASC 350, Intangibles - Goodwill and Other , to evaluate the impairment of goodwill, we first assess qualitative factors, such as deterioration in the operating performance of the acquired business, adverse market conditions, adverse changes in the applicable laws or regulations and a variety of other circumstances, to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. To evaluate the impairment of the indefinite-lived intangible assets, we assess the fair value of the assets to determine whether they were greater or less than the carrying values. If we conclude that it is more likely than not that the fair value is less than the carrying amount based on our qualitative assessment, or that a qualitative assessment should not be performed, we proceed with the quantitative impairment tests to compare the estimated fair value of the reporting unit to the carrying value of its net assets. Determining the fair value of indefinite-lived intangible assets is judgmental in nature and involves the use of significant estimates and assumptions. We believe the most critical assumptions and estimates in determining the estimated fair value of our reporting units include, but are not limited to, future tuition revenues, operating costs, working capital changes, capital expenditures and a discount rate. The assumptions used in determining our expected future cash flows consider various factors such as historical operating trends particularly in student enrollment and pricing and long-term operating strategies and initiatives. There were no indicators of impairment for our goodwill or indefinite-lived intangible assets as of March 31, 2022. We also have definite-lived intangible assets, which primarily consist of purchased intangibles and capitalized curriculum development costs. The definite-lived intangible assets are recognized at cost less accumulated amortization. Amortization is computed using the straight-line method based on estimated useful lives of the related assets. See Note 8 and Note 9 for additional details on our goodwill and intangible assets. Reclassifications Due to the acquisition of MIAT on November 1, 2021, which is described in further detail in Note 4, we added a new line to the condensed consolidated balance sheet: “Intangible Assets.” We have presented the intangible assets arising from the MIAT acquisition as well as the previously recorded intangible assets in this line. As of September 30, 2021, $0.1 million of intangible assets was reclassified from “Other assets” to “Intangible assets” on the condensed consolidated balance sheet for comparable presentation. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Effective in Fiscal 2022 In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The amendments in ASU 2019-12 simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. We have evaluated the new guidance and determined that there is no material impact on our results of operations, financial condition or financial statement disclosures. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). The amendments in ASU 2021-08 require that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts from Customers (“ASC 606”). At the acquisition date, an acquirer should account for the related revenue contracts in accordance with ASC 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied ASC 606 to determine what to record for the acquired revenue contracts. Generally, this should result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements (if the acquiree financial statements were prepared in accordance with generally accepted accounting principles). For public business entities, the amendments in ASU 2021-08 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption of ASU 2021-08 is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. Due to the MIAT acquisition on November 1, 2021, we have elected to early adopt ASU 2021-08 as of October 1, 2021 and have applied the guidance in ASU 2021-08 to the deferred revenue recorded for MIAT. See Note 4 for further information on the acquisition of MIAT. Other In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions affected by reference rate reform, if certain criteria are met. This new guidance only applies to contracts and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. An entity may elect to apply the amendments for contract modifications as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. The amendments in ASU 2020-04 do not apply to contract modifications made after December 31, 2022. Given the interest rate for our term loan (which is further described in Note 13) references LIBOR, we are currently evaluating the new reference rate reform practical expedients and will consider adopting this guidance when we are required to modify our contract for the discontinuation of LIBOR. |
Acquisition of MIAT College of
Acquisition of MIAT College of Technology | 6 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition of MIAT College of Technology | Acquisition of MIAT College of Technology On November 1, 2021, we completed the acquisition contemplated by the previously announced Stock Purchase Agreement (the “Purchase Agreement”), dated March 29, 2021, by and among UTI, HCP Ed Holdings, LLC, a Delaware limited liability company (“Seller”), HCP Ed Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Seller (“HCP”), and Michigan Institute of Aeronautics, Inc. d/b/a MIAT, a Michigan corporation and wholly subsidiary of HCP. MIAT is a post-secondary school that offers vocational and technical certificates and degrees across aviation maintenance, energy technology, wind energy technology, robotics and automation, non-destructive testing, heating ventilation air conditioning and refrigeration (“HVACR”), and welding disciplines. HCP is MIAT’s holding company that owns no assets other than the issued and outstanding shares of MIAT. The acquisition is part of our growth and diversification strategy and will allow us to expand MIAT programs throughout UTI brand campuses and extend UTI’s presence and programs into the Canton, MI market where MIAT has been for over 50 years. Other expected synergies include operating and purchasing cost efficiencies and broadening the opportunity for student growth at the acquired MIAT campuses by leveraging our high school and national marketing and admissions infrastructure. Under the terms of the Purchase Agreement, we acquired all of the issued and outstanding shares of capital stock of HCP from the Seller for $26.0 million base purchase price plus $2.8 million working capital surplus for total cash consideration paid of $28.8 million. As a result, HCP is now a wholly-owned subsidiary of UTI and MIAT remains as a wholly-owned subsidiary of HCP. The consideration paid was funded by available operating cash. In connection with this acquisition, we incurred total transaction costs of $1.6 million of which $0.8 million were incurred during the six months ended March 31, 2022 and $0.8 million during the year ended September 30, 2021. In both periods, these costs are included in “Selling, general and administrative” expenses in the condensed consolidated statements of operations. The results of operations for MIAT were not material to our condensed consolidated statement of operations for the three and six months ended March 31, 2022. Under the acquisition method of accounting, the total purchase price was allocated to the identifiable assets acquired and the liabilities assumed based on our preliminary valuation estimates of the fair values as of the acquisition date. During the three months ended March 31, 2022, adjustments were made related to the acquired deferred tax liabilities, right-of-use assets for operating leases and other assets, which adjusted the value of the goodwill acquired. The acquisition accounting allocation is based upon the information available as of the date of this filing and there could be further adjustments related to taxes as we continue our analysis under the provisions of ASC 805 which allows companies one year to complete acquisition related adjustments, which may result in potential adjustments to the carrying value of the respective recorded assets and liabilities, and the determination of any residual amount that will be allocated to goodwill. The adjusted allocation of the purchase price at November 1, 2021 is summarized as follows: Assets acquired: Cash and cash equivalents $ 2,301 Accounts receivable, net 3,230 Prepaid expenses 268 Other current assets 507 Property and equipment 3,043 Goodwill 8,637 Intangible assets 16,200 Right-of-use assets for operating leases 14,979 Other assets 314 Total assets acquired $ 49,479 Less: Liabilities assumed Accounts payable and accrued expenses $ 1,720 Deferred revenue 1,843 Operating lease liability, current portion 817 Deferred tax liabilities, net 1,975 Operating lease liability 14,216 Other liabilities 93 Total liabilities assumed 20,664 Net assets acquired $ 28,815 The goodwill of $8.6 million arising from the acquisition consists largely of the growth and operating synergies expected from integrating MIAT into UTI. The total amount of goodwill expected to be deductible for tax purposes is approximately $0.6 million. See Note 8 for additional details on goodwill. The purchase price allocation requires subjective estimates that, if incorrectly estimated, could be material to our consolidated financial statements including the amount of depreciation and amortization expense. The fair value of the tangible assets was estimated using the cost approach. The intangible assets acquired, which primarily consists of the accreditations and regulatory approvals, trademarks and trade names, and curriculum, were valued using different valuation techniques depending upon the nature of the intangible asset acquired. The accreditations and regulatory approvals were valued using the multiperiod excess earnings method (“MPEEM”) under the income approach. The MPEEM is a variation of discounted cash-flow analysis. Rather than focusing on the whole entity, the MPEEM isolates the cash flows that can be associated with a single intangible asset and measures fair value by discounting them to present value. The trademarks and trade names were valued using the relief from royalty method. The value of the trade name encompasses all items necessary to generate revenue utilizing the trade name. The curriculum was valued using the cost approach. See Note 9 for further details on the intangible assets recorded. As previously discussed in Note 3, we early adopted ASU 2021-08 and applied the new guidance when recording the initial deferred revenue. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers Nature of Goods and Services Postsecondary Education Revenues consist primarily of student tuition and fees derived from the programs we provide after reductions are made for discounts and scholarships that we sponsor and for refunds for students who withdraw from our programs prior to specified dates. We apply the five-step model outlined in ASC 606. Tuition and fee revenue is recognized ratably over the term of the course or program offered. The majority of our UTI programs are designed to be completed in 36 to 90 weeks while our MIAT programs are completed in 30 to 104 weeks. Our advanced training programs range from 12 to 23 weeks in duration. We supplement our revenues with sales of textbooks and program supplies and other revenues, which are recognized as the transfer of goods or services occurs. Deferred revenue represents the excess of tuition and fee payments received as compared to tuition and fees earned and is reflected as a current liability in our condensed consolidated balance sheets because it is expected to be earned within the next 12 months. Additionally, certain students participate in a proprietary loan program that extends repayment terms for their tuition. We purchase said loans from the lender and, based on historical collection rates, believe a portion of these loans are collectible. Accordingly, we recognize tuition and loan origination fees financed by the loan and any related interest revenue under the effective interest method required under the loan based on the amount we expect to collect, and we recognize these revenues ratably over the term of the course or program offered. Other We provide dealer technician training or instructor staffing services to manufacturers. Revenues are recognized as transfer of the services occurs. We provide postsecondary education and other services in the same geographical market, the United States. The impact of economic factors on the nature, amount, timing and uncertainty of revenue and cash flows is consistent among our various postsecondary education programs. See Note 19 for disaggregated segment revenue information. Contract Balances Contract assets primarily relate to our rights to consideration for a student’s progress through our training program in relation to our services performed but not billed at the reporting date. The contract assets are transferred to the receivables when the rights become unconditional. Currently, we do not have any contract assets that have not transferred to a receivable. Our deferred revenue is considered a contract liability and primarily relates to our enrollment agreements where we received payments for tuition, but we have not yet delivered the related training programs to satisfying the related performance obligations. The advance consideration received from students or Title IV funding is deferred revenue until the training program has been delivered to the students. The following table provides information about receivables and deferred revenue resulting from our enrollment agreements with students: March 31, 2022 September 30, 2021 Receivables, which includes tuition and notes receivable $ 45,601 $ 46,489 Deferred revenue 42,010 57,648 During the six months ended March 31, 2022, the deferred revenue balance included decreases for revenues recognized during the period and increases related to new students who started their training programs during the period. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The accounting framework for determining fair value includes a hierarchy for ranking the quality and reliability of the information used to measure fair value, which enables the reader of the financial statements to assess the inputs used to develop those measurements. The fair value hierarchy consists of three tiers: Level 1: Defined as quoted market prices in active markets for identical assets or liabilities. Level 2: Defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, model-based valuation techniques for which all significant assumptions are observable in the market or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Defined as unobservable inputs that are not corroborated by market data. Any transfers of investments between levels occurs at the end of the reporting period. Assets measured or disclosed at fair value on a recurring basis consisted of the following: Fair Value Measurements Using March 31, 2022 Quoted Prices Significant Significant Money market funds (1) $ 57,109 $ 57,109 $ — $ — Notes receivable (2) 36,283 — — 36,283 Total assets at fair value on a recurring basis $ 93,392 $ 57,109 $ — $ 36,283 Fair Value Measurements Using September 30, 2021 Quoted Prices Significant Significant Money market funds (1) $ 62,100 $ 62,100 $ — $ — Notes receivable (2) 36,124 — — 36,124 Total assets at fair value on a recurring basis $ 98,224 $ 62,100 $ — $ 36,124 (1) Money market funds and other highly liquid investments with maturity dates less than 90 days are reflected as “Cash and cash equivalents” in our condensed consolidated balance sheet as of March 31, 2022 and September 30, 2021. (2) Notes receivable relate to our proprietary loan program. |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consisted of the following: Depreciable March 31, 2022 September 30, 2021 Land — $ 16,555 $ 8,355 Buildings and building improvements 3-35 118,335 71,036 Leasehold improvements 1-28 71,544 63,502 Training equipment 3-10 92,261 91,191 Office and computer equipment 3-10 32,016 31,718 Curriculum development 5 19,692 19,692 Software developed for internal use 1-5 11,887 12,524 Vehicles 5 1,431 1,436 Right-of-use assets for finance leases 2-3 215 215 Construction in progress — 19,587 10,171 383,523 309,840 Less: Accumulated depreciation and amortization (190,439) (187,789) $ 193,084 $ 122,051 Depreciation expense related to property and equipment was $3.9 million and $7.5 million for the three and six months ended March 31, 2022, respectively, and $3.5 million and $6.8 million for the three and six months ended March 31, 2021, respectively. Acquisition of Lisle On February 11, 2022, we completed the acquisition of 2611 Corporate West Drive Venture LLC (“2611”) which owns our Lisle, Illinois campus (the “Lisle Campus”). Prior to the acquisition, we had a 28% interest in 2611 through our unconsolidated affiliate, as described in Note 10, and previously leased the campus from 2611. The total cash consideration paid, including transaction related costs, for the remaining 72% interest in 2611 was $28.4 million. In addition to the cash consideration paid, we assumed $18.3 million in debt for a loan agreement with a third-party bank that is secured by a mortgage on the Lisle Campus. The total net assets recorded for the transaction equaled $33.0 million, of which $8.2 million was allocated to land, $43.1 million was allocated to buildings, and $18.3 million was allocated to debt. Additionally, prior to the acquisition of 2611, there was $4.0 million in leasehold improvements recorded for the Lisle Campus which we have reclassified to building and building improvements. |
Goodwill
Goodwill | 6 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Our goodwill balance of $16.9 million as of March 31, 2022 represents the excess of the cost of an acquired business over the estimated fair values of the assets acquired and liabilities assumed. The changes in the carrying value of goodwill are presented in the table below. March 31, 2022 September 30, 2021 Balance at beginning of period $ 8,222 $ 8,222 Additions to Goodwill for acquisition of MIAT 8,637 — Balance at end of period $ 16,859 $ 8,222 Of the $16.9 million recorded as goodwill as of March 31, 2022, $8.2 million resulted from the acquisition of our motorcycle and marine education business in Orlando, Florida in 1998 and $8.6 million relates to the acquisition of MIAT as of November 1, 2021 as previously described in Note 4. All of the goodwill relates to our Postsecondary Education reportable operating segment. Goodwill is reviewed at least annually for impairment, which may result from the deterioration in the operating performance of the acquired businesses, adverse market conditions, adverse changes in applicable laws or regulations and a variety of other circumstances. Historically, this testing has been performed as of September 30 of each fiscal year. E ffective as of October 1, 2021, we determined that our goodwill will be tested annually for impairment as of August 1 and more frequently if events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. We do not consider this change to be material and believe that the timing is preferable as it allows additional time to complete the annual assessment in advance of the annual reporting deadline. This change in assessment date did not delay, accelerate, or cause avoidance of a potential impairment charge. T here were no indicators of goodwill impairment as of March 31, 2022 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The following table provides the gross carrying value, accumulated amortization, net book value and remaining useful life for intangible assets subject to amortization as of March 31, 2022: Gross Carrying Value Accumulated Amortization Net Book Value Weighted Average Remaining Useful Life (Years) Accreditations and regulatory approvals - MIAT $ 12,800 $ — $ 12,800 Indefinite Trademarks and trade names - MIAT 3,000 — 3,000 Indefinite Curriculum - MIAT 400 (33) 367 4.58 Non-compete agreement and trade name 442 (336) 106 3.08 Total $ 16,642 $ (369) $ 16,273 4.23 Of the $16.6 million gross carrying value recorded as intangible assets as of March 31, 2022, $16.2 million relates to the MIAT acquisition completed on November 1, 2021 as previously described in Note 4. The remaining weighted average useful lives shown are calculated based on the net book value and remaining amortization period of each respective intangible asset. Amortization is computed using the straight-line method based on estimated useful lives of the related assets. Amortization expense related to finite-lived intangible assets was $51.1 thousand and $17.7 thousand for the six months ended March 31, 2022 and 2021, respectively. As discussed in our new significant accounting policy on intangible assets in Note 2, our indefinite-lived intangible assets are reviewed at least annually for impairment as of August 1, or more frequently if there are indicators of impairment. There were no indicators of impairment for our indefinite-lived intangible assets as of March 31, 2022. |
Investment in Unconsolidated Af
Investment in Unconsolidated Affiliate | 6 Months Ended |
Mar. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Affiliate | Investment in Unconsolidated Affiliate In 2012, we invested $4.0 million to acquire an equity interest of approximately 28% in a joint venture (“JV”) related to the lease of the Lisle Campus. As discussed in Note 7, in February 2022, this JV was dissolved and we acquired the building, land and debt associated with this campus through the acquisition of the 2611 entity. Investment in unconsolidated affiliate consisted of the following and is included within “Other assets” on our condensed consolidated balance sheets: March 31, 2022 September 30, 2021 Carrying Value Ownership Percentage Carrying Value Ownership Percentage Investment in JV $ — — % $ 4,627 28.0 % Investment in unconsolidated affiliate included the following activity during the period: Six Months Ended March 31, 2022 2021 Balance at beginning of period $ 4,627 $ 4,494 Equity in earnings of unconsolidated affiliate 113 215 Return of capital contribution from unconsolidated affiliate (188) (150) Dissolution of unconsolidated affiliate (4,552) — Balance at end of period $ — $ 4,559 |
Leases
Leases | 6 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases As of March 31, 2022, we leased 10 of our 14 currently operating campuses, two future campuses and our corporate headquarters under non-cancelable operating leases, some of which contain escalation clauses and requirements to pay other fees associated with the leases. The facility leases have original lease terms ranging from 8 to 20 years and expire at various dates through 2036. In addition, the leases commonly include lease incentives in the form of rent abatements and tenant improvement allowances. We sublease certain portions of unused building space to third parties, which as of March 31, 2022, resulted in minimal income. All of the leases, other than those that may qualify for the short-term scope exception of 12 months or less, are recorded on our condensed consolidated balance sheets. As previously discussed in Note 7, in February 2022 we purchased the 2611 entity which owns the Lisle Campus. While the lease for the Lisle Campus remains in place between the 2611 and UTI of Illinois, LLC entities, at the UTI, Inc consolidated level, the right-of-use asset and the operating lease liability for this campus were settled, resulting in a gain on settlement of $1.6 million which has been included within “Educational services and facilities” on our condensed consolidated statement of operations for the three and six months ended March 31, 2022. Some of the facility leases are subject to annual changes in the Consumer Price Index (“CPI”). While lease liabilities are not remeasured as a result of changes to the CPI, changes to the CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred. Many of our lease agreements include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. There are no early termination with penalties, residual value guarantees, restrictions or covenants imposed by our facility leases. The components of lease expense are included in “Educational services and facilities” and “Selling, general and administrative” on the condensed consolidated statement of operations, with the exception of interest on lease liabilities, which is included in “Interest expense.” The components of lease expense during the three and six months ended March 31, 2022 and 2021 were as follows: Three Months Ended March 31, Six Months Ended March 31, Lease Expense 2022 2021 2022 2021 Operating lease expense (1) $ 6,371 $ 5,458 $ 12,734 $ 11,590 Finance lease expense: Amortization of leased assets 18 33 36 65 Interest on lease liabilities — 1 1 3 Variable lease expense 1,382 950 2,473 1,857 Sublease income (31) (123) (90) (246) Total net lease expense $ 7,740 $ 6,319 $ 15,154 $ 13,269 (1) Excludes the expense for short-term leases not accounted for under ASC 842, which was not significant for the three and six months ended March 31, 2022 and 2021. Supplemental balance sheet, cash flow and other information related to our leases was as follows (in thousands, except lease term and discount rate): Leases Classification March 31, 2022 September 30, 2021 Assets: Operating lease assets Right-of-use assets for operating leases (1) $ 141,736 $ 159,075 Finance lease assets Property and equipment, net (2) 58 94 Total leased assets $ 141,794 $ 159,169 Liabilities: Current Operating lease liabilities Operating lease liability, current portion (1) $ 12,940 $ 14,075 Finance lease liabilities Long-term debt, current portion 60 73 Noncurrent Operating lease liabilities Operating lease liability (1) 137,635 153,228 Finance lease liabilities Long-term debt — 23 Total lease liabilities $ 150,635 $ 167,399 (1) As noted above, during the six months ended March 31, 2022, our right-of-use assets and operating lease liability decreased due to the purchase of the Lisle Campus and the settlement of the existing lease. (2) Finance lease assets are recorded net of accumulated amortization of $0.2 million and $0.1 million as of March 31, 2022 and September 30, 2021, respectively. Lease Term and Discount Rate March 31, 2022 September 30, 2021 Weighted-average remaining lease term (in years): Operating leases 9.25 9.37 Finance leases 0.82 1.32 Weighted average discount rate: Operating leases 3.96 % 4.31 % Finance leases 3.08 % 3.08 % Six Months Ended March 31, Supplemental Disclosure of Cash Flow Information and Other Information 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,962 $ 9,159 Financing cash flows from finance leases 36 64 Non-cash activity related to lease liabilities: Lease assets obtained in exchange for new operating lease liabilities (1) $ 6,241 $ 11,105 (1) Excludes the operating leases recorded for the MIAT acquisition discussed in Note 4. Maturities of lease liabilities were as follows: As of March 31, 2022 Years ending September 30, Operating Leases Finance Leases Remainder of 2022 $ 6,923 $ 37 2023 19,744 24 2024 19,531 — 2025 19,800 — 2026 19,565 — 2027 and thereafter 94,518 — Total lease payments 180,081 61 Less: interest (29,506) (1) Present value of lease liabilities 150,575 60 Less: current lease liabilities (12,940) (60) Long-term lease liabilities $ 137,635 $ — |
Leases | Leases As of March 31, 2022, we leased 10 of our 14 currently operating campuses, two future campuses and our corporate headquarters under non-cancelable operating leases, some of which contain escalation clauses and requirements to pay other fees associated with the leases. The facility leases have original lease terms ranging from 8 to 20 years and expire at various dates through 2036. In addition, the leases commonly include lease incentives in the form of rent abatements and tenant improvement allowances. We sublease certain portions of unused building space to third parties, which as of March 31, 2022, resulted in minimal income. All of the leases, other than those that may qualify for the short-term scope exception of 12 months or less, are recorded on our condensed consolidated balance sheets. As previously discussed in Note 7, in February 2022 we purchased the 2611 entity which owns the Lisle Campus. While the lease for the Lisle Campus remains in place between the 2611 and UTI of Illinois, LLC entities, at the UTI, Inc consolidated level, the right-of-use asset and the operating lease liability for this campus were settled, resulting in a gain on settlement of $1.6 million which has been included within “Educational services and facilities” on our condensed consolidated statement of operations for the three and six months ended March 31, 2022. Some of the facility leases are subject to annual changes in the Consumer Price Index (“CPI”). While lease liabilities are not remeasured as a result of changes to the CPI, changes to the CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred. Many of our lease agreements include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. There are no early termination with penalties, residual value guarantees, restrictions or covenants imposed by our facility leases. The components of lease expense are included in “Educational services and facilities” and “Selling, general and administrative” on the condensed consolidated statement of operations, with the exception of interest on lease liabilities, which is included in “Interest expense.” The components of lease expense during the three and six months ended March 31, 2022 and 2021 were as follows: Three Months Ended March 31, Six Months Ended March 31, Lease Expense 2022 2021 2022 2021 Operating lease expense (1) $ 6,371 $ 5,458 $ 12,734 $ 11,590 Finance lease expense: Amortization of leased assets 18 33 36 65 Interest on lease liabilities — 1 1 3 Variable lease expense 1,382 950 2,473 1,857 Sublease income (31) (123) (90) (246) Total net lease expense $ 7,740 $ 6,319 $ 15,154 $ 13,269 (1) Excludes the expense for short-term leases not accounted for under ASC 842, which was not significant for the three and six months ended March 31, 2022 and 2021. Supplemental balance sheet, cash flow and other information related to our leases was as follows (in thousands, except lease term and discount rate): Leases Classification March 31, 2022 September 30, 2021 Assets: Operating lease assets Right-of-use assets for operating leases (1) $ 141,736 $ 159,075 Finance lease assets Property and equipment, net (2) 58 94 Total leased assets $ 141,794 $ 159,169 Liabilities: Current Operating lease liabilities Operating lease liability, current portion (1) $ 12,940 $ 14,075 Finance lease liabilities Long-term debt, current portion 60 73 Noncurrent Operating lease liabilities Operating lease liability (1) 137,635 153,228 Finance lease liabilities Long-term debt — 23 Total lease liabilities $ 150,635 $ 167,399 (1) As noted above, during the six months ended March 31, 2022, our right-of-use assets and operating lease liability decreased due to the purchase of the Lisle Campus and the settlement of the existing lease. (2) Finance lease assets are recorded net of accumulated amortization of $0.2 million and $0.1 million as of March 31, 2022 and September 30, 2021, respectively. Lease Term and Discount Rate March 31, 2022 September 30, 2021 Weighted-average remaining lease term (in years): Operating leases 9.25 9.37 Finance leases 0.82 1.32 Weighted average discount rate: Operating leases 3.96 % 4.31 % Finance leases 3.08 % 3.08 % Six Months Ended March 31, Supplemental Disclosure of Cash Flow Information and Other Information 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,962 $ 9,159 Financing cash flows from finance leases 36 64 Non-cash activity related to lease liabilities: Lease assets obtained in exchange for new operating lease liabilities (1) $ 6,241 $ 11,105 (1) Excludes the operating leases recorded for the MIAT acquisition discussed in Note 4. Maturities of lease liabilities were as follows: As of March 31, 2022 Years ending September 30, Operating Leases Finance Leases Remainder of 2022 $ 6,923 $ 37 2023 19,744 24 2024 19,531 — 2025 19,800 — 2026 19,565 — 2027 and thereafter 94,518 — Total lease payments 180,081 61 Less: interest (29,506) (1) Present value of lease liabilities 150,575 60 Less: current lease liabilities (12,940) (60) Long-term lease liabilities $ 137,635 $ — |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following: March 31, 2022 September 30, 2021 Accounts payable $ 9,070 $ 13,702 Accrued compensation and benefits 29,545 29,506 Other accrued expenses 16,532 11,189 Total accounts payable and accrued expenses $ 55,147 $ 54,397 |
Debt
Debt | 6 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt March 31, 2022 September 30, 2021 Interest Rate Maturity Date Carrying Value of Debt (4) Carrying Value of Debt (4) Avondale Term Loan (1) 2.46 % May 2028 $ 30,489 $ 30,886 Lisle Term Loan 5.29 % Nov 2031 18,106 — Finance leases (2) 3.08 % Various 60 96 Total debt 48,655 30,982 Debt issuance costs presented with debt (3) (236) (256) Total debt, net 48,419 30,726 Less: current portion of long-term debt (2,374) (876) Long-term debt $ 46,045 $ 29,850 (1) Interest on the Avondale Term Loan (as defined below) accrues at annual rate equal to the LIBOR plus 2.0%. (2) Our finance leases include finance lease arrangements related to various equipment with a weighted-average annual interest rate of approximately 3.08%, which mature in varying installments between 2022 and 2023. See Note 11 for additional details on our finance leases. (3) The unamortized debt issuance costs as of March 31, 2022 and September 30, 2021 relate entirely to the Avondale Term Loan. (4) Our term loans and finance leases bear interest at rates commensurate with market rates and therefore the respective carrying values approximate fair value (Level 2). Avondale Term Loan In connection with the Avondale, Arizona building purchase in December 2020, we entered into a Credit Agreement with Fifth Third Bank, National Association (the “Avondale Lender”) on May 12, 2021 in the maximum principal amount of $31.2 million with a maturity of seven years (the “Avondale Term Loan”). The Avondale Term Loan bears interest at the rate of LIBOR plus 2.0%. Principal and interest payments are due monthly. The Avondale Term Loan is secured by a first priority lien on our Avondale, Arizona property, including all land and improvements. Additionally, on May 12, 2021, we entered into an interest rate swap agreement with the Avondale Lender that effectively fixes the interest rate on 50% of the principal amount of the Avondale Term Loan, or approximately $15.6 million, at 3.5% for the entire loan term. See Note 14 below for further discussion on the interest rate swap. Lisle Term Loan As discussed in Note 7, in connection with the Lisle Campus purchase, we assumed a Loan Agreement with Western Alliance Bank on February 14, 2022 in the principal amount of $18.3 million, maturing in October 2031 (the “Lisle Term Loan”). The Lisle Term Loan bears interest at the rate of 5.293%. Principal and interest payments are due monthly. The Lisle Term Loan is secured by a first priority lien on the Lisle Campus, including all land and improvements. In April 2022, this term loan was repaid in full, as discussed in Note 22 on “Subsequent Events”. Debt Covenants We are subject to certain customary affirmative and negative covenants in connection with our term loans, including, without limitation, certain reporting obligations, certain limitations on restricted payments, limitations on liens, encumbrances and indebtedness and a debt service coverage ratio covenant. Events of default under the Lisle Term Loan include, among others, the failure to make payments when due, breach of covenants, and breach of representations or warranties. For further discussion of our Avondale Term Loan debt covenants, see Note 12 on “Debt” included in our 2021 Annual Report on Form 10-K . As of March 31, 2022, we were in compliance with all debt covenants. Debt Maturities Scheduled principal payments due on our debt for the remainder of 2022 and for each year through the period ended September 30, 2026, and thereafter were as follows at March 31, 2022: Maturity Term Loans Finance Leases Total Remainder of 2022 $ 1,141 $ 36 $ 1,177 2023 2,370 24 2,394 2024 2,481 — 2,481 2025 2,604 — 2,604 2026 2,730 — 2,730 Thereafter 37,269 — 37,269 Subtotal 48,595 60 48,655 Debt issuance costs presented with debt (236) — (236) Total $ 48,359 $ 60 $ 48,419 |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments In the normal course of business, our operations are exposed to market risks, including the effect of changes in interest rates. We may enter into derivative financial instruments to offset these underlying market risks. On May 12, 2021, in connection with the Avondale Term Loan discussed in Note 13, we entered into an interest rate swap agreement with the Avondale Lender that effectively fixes the interest rate on 50% of the principal amount of the Avondale Term Loan, or approximately $15.6 million, at 3.5% for the entire loan term, or seven years (the “Swap”). On May 12, 2021, the Swap was designated as an effective cash flow hedge for accounting and tax purposes. Changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recorded in “Accumulated other comprehensive income (loss)” on the condensed consolidated balance sheets. For cash flow hedges, we report the effective portion of the gain or loss as a component of “Accumulated other comprehensive income (loss)” and reclassify it to “Interest expense” in the condensed consolidated statements of operations over the corresponding period of the underlying hedged item. The ineffective portion of the change in fair value of a derivative financial instrument is recognized in “Interest expense” at the time the ineffectiveness occurs. To the extent the hedged forecasted interest payments on debt related to our interest rate swap is paid off, the remaining balance in “Accumulated other comprehensive income (loss)” is recognized in “Interest expense” in the condensed consolidated statements of operations. Of the net amount of the existing losses that are reported in “Accumulated other comprehensive income (loss)” as of March 31, 2022, we estimate that $0.1 million will be reclassified to “Interest expense” within the next twelve months. As of March 31, 2022, the notional amount of our Swap was approximately $15.3 million. Fair Value of Derivative Instruments The following table presents the fair value of our Swap (Level 2) which is designated as a cash flow hedge and the related classification on the condensed consolidated balance sheet as of March 31, 2022: Interest Rate Swap Other current assets $ 28 Other assets $ 727 Total fair value of assets designated as hedging instruments $ 755 Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss) The table below presents the effect of cash flow hedge accounting for our Swap on “Accumulated other comprehensive income (loss)” as of March 31, 2022: Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivative Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income Three Months Ended March 31, 2022 Interest Rate Swap $ 810 Interest expense $ (51) Six Months Ended March 31, 2022 Interest Rate Swap $ 927 Interest expense $ (107) Effect of Cash Flow Hedge Accounting on the Condensed Consolidated Statement of Operations The table below presents the effect of cash flow hedge accounting for our Swap on the condensed consolidated statement of operations for the six months ended March 31, 2022: Interest Rate Swap Interest Expense Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income $ (107) |
Income Taxes
Income Taxes | 6 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesOur income tax benefit for the three months ended March 31, 2022 was $4.6 million, or (166.8)% of pre-tax income, compared to income tax benefit of $34 thousand, or 2.2% of pre-tax loss, for the three months ended March 31, 2021. For the six months ended March 31, 2022, our income tax benefit was $5.9 million, or (36.6)% of pre-tax income, compared to $8 thousand, or 1.7% of pre-tax loss, for the six months ended March 31, 2021. The effective income tax rate in each period differed from the federal statutory tax rate of 21% primarily as a result of changes in the valuation allowance and state taxes. The income tax benefit recorded during the three and six months ended March 31, 2021 is primarily comprised of the benefit related to the release of a majority of the valuation allowance (as discussed further below), which includes the valuation allowance impact related to the MIAT deferred tax liability for indefinite lived intangibles which are available to offset a portion of our indefinite lived deferred tax assets, offset by current state tax expense. As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. During the second quarter of 2022, based in part on our sustained positive earnings in recent quarters, we have determined that there is sufficient evidence to meet the more likely than not realizability threshold and support the reversal of a majority of the previously recorded valuation allowance against our deferred tax assets as of March 31, 2022. The release of the valuation allowance resulted in the recognition of certain deferred tax assets on the condensed consolidated balance sheet and a non-cash tax benefit recorded in the condensed consolidated statement of operations for the period. As of March 31, 2022, we continued to maintain a valuation allowance related to certain federal and state attributes which are not expected to be utilized prior to expiration. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal In the ordinary conduct of our business, we are periodically subject to lawsuits, demands in arbitration, investigations, regulatory proceedings or other claims, including, but not limited to, claims involving current or former students, routine employment matters, business disputes and regulatory demands. When we are aware of a claim or potential claim, we assess the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, we accrue a liability for the loss. When a loss is not both probable and estimable, we do not accrue a liability. Where a loss is not probable but is reasonably possible, including if a loss in excess of an accrued liability is reasonably possible, we determine whether it is possible to provide an estimate of the amount of the loss or range of possible losses for the claim. Because we cannot predict with certainty the ultimate resolution of the legal proceedings (including lawsuits, investigations, regulatory proceedings or claims) asserted against us, it is not currently possible to provide such an estimate. The ultimate outcome of pending legal proceedings to which we are a party may have a material adverse effect on our business, cash flows and results of operations or financial condition. We received a January 18, 2022 letter from the Consumer Financial Protection Bureau (“CFPB”) explaining that it was assessing whether UTI “is subject to the CFPB’s supervisory authority based on its activities related to student lending.” The CFPB’s letter then requested certain information about extensions of credit to UTI students; generally explained the source and scope of the CFPB’s regulatory authority; and advised that, after it reviewed the requested materials, the CFPB “anticipates providing guidance regarding whether UTI is subject to CFPB’s supervisory authority.” We have provided the requested information and are awaiting further guidance, if any, from the CFPB. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Shareholders’ Equity | Shareholders’ Equity Common Stock Holders of our common stock are entitled to receive dividends when and as declared by our Board of Directors and have the right to one vote per share on all matters requiring shareholder approval. On June 9, 2016, our Board of Directors voted to eliminate the quarterly cash dividend on our common stock. Any future common stock dividends require the approval of a majority of the voting power of the Series A Preferred Stock. Preferred Stock Preferred Stock consists of 10,000,000 authorized preferred shares of $0.0001 par value each. As of March 31, 2022 and September 30, 2021, 700,000 shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”) were issued and outstanding. The liquidation preference associated with the Series A Preferred Stock was $100 per share at March 31, 2022 and September 30, 2021. Pursuant to the terms of the Certificate of Designations of the Series A Preferred Stock, we may pay a cash dividend on each share of the Series A Preferred Stock at a rate of 7.5% per year on the liquidation preference then in effect (“Cash Dividend”). If we do not pay a Cash Dividend, the liquidation preference shall be increased to an amount equal to the current liquidation preference in effect plus an amount reflecting that liquidation preference multiplied by the Cash Dividend rate then in effect plus 2.0% per year (“Accrued Dividend”). Cash Dividends are payable semi-annually in arrears on September 30 and March 31 of each year, and begin to accrue on the first day of the applicable dividend period. We paid Cash Dividends of $2.6 million during the three months ended March 31, 2022. Given our current earnings and anticipated future earnings, along with share price of the Company’s common stock based upon trading activity during the quarter and subsequent to quarter end, we believe that there is a reasonable possibility that within the next 12 months, we may be eligible, at our option and subject to obtaining any required stockholder and regulatory approvals, to require that any or all of the then outstanding Series A Preferred Stock be automatically converted into our common stock at the conversion rate. For further discussion of our preferred stock, including the potential for conversion into common stock, see Note 16 on “Shareholders’ Equity” included in our 2021 Annual Report on Form 10-K . Share Repurchase Program |
Earnings per Share
Earnings per Share | 6 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share We calculate basic earnings per common share (“EPS”) pursuant to the two-class method as a result of the issuance of the Series A Preferred Stock on June 24, 2016. Our Series A Preferred Stock is considered a participating security because, in the event that we pay a dividend or make a distribution on the outstanding common stock, we shall also pay each holder of the Series A Preferred Stock a dividend on an as-converted basis. The two-class method is an earnings allocation formula that determines EPS for common stock and participating securities according to dividend and participation rights in undistributed earnings. Under this method, all earnings, distributed and undistributed, are allocated to common shares and participating securities based on their respective rights to receive dividends. The Series A Preferred Stock is not included in the computation of basic EPS in periods in which we have a net loss, as the Series A Preferred Stock is not contractually obligated to share in our net losses. Diluted EPS is calculated using the more dilutive of the two-class method or as-converted method. The two-class method uses net income available to common shareholders and assumes conversion of all potential shares other than the participating securities. The as-converted method uses net income and assumes conversion of all potential shares including the participating securities. Dilutive potential common shares include outstanding stock options, unvested restricted share units and convertible preferred stock. The basic and diluted weighted average shares outstanding are the same for the three and six months ended March 31, 2021 as a result of the net loss available to common shareholders and anti-dilutive impact of the potentially dilutive securities. The following table summarizes the computation of basic and diluted EPS under the two-class or as-converted method, as well as the anti-dilutive shares excluded: Three Months Ended Six Months Ended March 31, March 31, 2022 2021 2022 2021 Basic earnings per common share: Net income (loss) $ 7,354 $ (1,547) $ 22,176 $ (464) Less: Preferred stock dividend declared (1,294) (1,312) (2,617) (2,625) Net income (loss) available for distribution 6,060 (2,859) 19,559 (3,089) Income allocated to participating securities (2,359) — (7,622) — Net income (loss) available to common shareholders $ 3,701 $ (2,859) $ 11,937 $ (3,089) Weighted average basic shares outstanding 32,992 32,762 32,920 32,709 Basic income (loss) per common share $ 0.11 $ (0.09) $ 0.36 $ (0.09) Diluted earnings per common share: Method used: Two-class Two-class Two-class Two-class Net income (loss) available to common shareholders $ 3,701 $ (2,859) $ 11,937 $ (3,089) Weighted average basic shares outstanding 32,992 32,762 32,920 32,709 Dilutive effect related to employee stock plans 444 — 473 — Weighted average diluted shares outstanding 33,436 32,762 33,393 32,709 Diluted income (loss) per common share $ 0.11 $ (0.09) $ 0.36 $ (0.09) Anti-dilutive shares excluded: Outstanding stock-based grants 355 467 444 677 Convertible preferred stock 21,021 21,021 21,021 21,021 Total anti-dilutive shares excluded 21,376 21,488 21,465 21,698 Dilutive shares under the as-converted method (1) 54,457 54,065 54,414 54,003 |
Segment Information
Segment Information | 6 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Our principal business is providing postsecondary education. We also provide manufacturer-specific training, and these operations are managed separately from our campus operations. These operations do not currently meet the quantitative criteria for segments and therefore are reflected in the “Other” category. As discussed in Note 10, our JV was dissolved in February 2022. Prior to this change, our equity method investment and other non-postsecondary education operations were also included within the “Other” category. Corporate expenses are allocated to “Postsecondary Education” and the “Other” category based on compensation expense. Summary information by reportable segment was as follows: Postsecondary Education Other Consolidated Three Months Ended March 31, 2022 Revenues $ 98,650 $ 3,436 $ 102,086 Income (loss) from operations 3,876 (499) 3,377 Depreciation and amortization (1) 3,857 27 3,884 Net income (loss) 7,853 (499) 7,354 Three Months Ended March 31, 2021 Revenues $ 74,846 $ 2,863 $ 77,709 Loss from operations (1,322) (339) (1,661) Depreciation and amortization (1) 3,547 22 3,569 Net loss (1,208) (339) (1,547) Six Months Ended March 31, 2022 Revenues $ 200,352 $ 6,809 $ 207,161 Income (loss) from operations 18,023 (1,068) 16,955 Depreciation and amortization (1) 7,511 52 7,563 Net income (loss) 23,244 (1,068) 22,176 Six Months Ended March 31, 2021 Revenues $ 148,406 $ 5,428 $ 153,834 Loss from operations (218) (668) (886) Depreciation and amortization (2) 6,805 46 6,851 Net income (loss) 204 (668) (464) As of March 31, 2022 Total assets $ 514,105 $ 3,248 $ 517,353 As of September 30, 2021 Total assets $ 504,934 $ 7,636 $ 512,570 (1) Includes depreciation of training equipment obtained in exchange for services of $0.3 million and $0.3 million for the three months ended March 31, 2022 and 2021 and $0.5 million and $0.6 million for the six months ended March 31, 2022 and 2021, respectively. |
Government Regulation and Finan
Government Regulation and Financial Aid | 6 Months Ended |
Mar. 31, 2022 | |
Government Regulation and Financial Aid [Abstract] | |
Government Regulation And Financial Aid | Government Regulation and Financial Aid As discussed at length in our 2021 Annual Report on Form 10-K , our institutions participate in a range of government-sponsored student assistance programs. The most significant of these is the federal student aid programs administered by the U.S. Department of Education (“ED”) pursuant to Title IV of the Higher Education Act (“HEA”), commonly referred to as the Title IV Programs. Generally, to participate in the Title IV Programs, an institution must be licensed or otherwise legally authorized to operate in the state where it is physically located, be accredited by an accreditor recognized by ED, be certified as an eligible institution by ED, offer at least one eligible program of education, and comply with other statutory and regulatory requirements. See “Part I, Item 1. Regulatory Environment” in our 2021 Annual Report on Form 10-K . State Authorization To operate and offer postsecondary programs, and to be certified to participate in Title IV Programs, each of our institutions must obtain and maintain authorization from the state in which it is physically located (“Home State”). To engage in recruiting activities outside of its Home State, each institution also may be required to obtain and maintain authorization from the states in which it is recruiting students. UTI is authorized to participate in the State Authorization Reciprocity Agreement (“SARA”). SARA is an agreement among member states, districts and territories that establishes comparable national standards for interstate offering of post-secondary distance education courses and programs. SARA is overseen by a national council (NC-SARA) and administered by four regional education compacts. As of September 1, 2021, all states other than California are members of SARA. Each of our institutions holds the state or SARA authorizations required to operate and offer postsecondary education programs in its Home State, and to recruit in the states in which it engages in recruiting activities. The level of regulatory oversight varies substantially from state to state and is extensive in some states. State laws may establish standards for instruction, qualifications of faculty, location and nature of facilities and equipment, administrative procedures, marketing, recruiting, student outcomes reporting, disclosure obligations to students, limitations on mandatory arbitration clauses in enrollment agreements, financial operations, and other operational matters. Some states prescribe standards of financial responsibility and mandate that institutions post surety bonds. Many states have requirements for institutions to disclose institutional data to current and prospective students, as well as to the public, and some states require that our schools meet prescribed performance standards as a condition of continued approval. States can and often do revisit, revise, and expand their regulations governing postsecondary education and recruiting. Accreditation Accreditation is a non-governmental process through which an institution voluntarily submits to ongoing qualitative reviews by an organization of peer institutions. Institutional accreditation by an ED-recognized accreditor is required for an institution to be certified to participate in Title IV Programs. All of our institutions are accredited by the Accrediting Commission of Career Schools and Colleges (“ACCSC”), which is an accrediting agency recognized by ED. ACCSC reviews the academic quality of each institution’s instructional programs, as well as the administrative and financial operations of the institution to ensure that it has the resources necessary to perform its educational mission, implement continuous improvement processes, and support student success. Our institutions must submit annual reports, and at times, supplemental reports, to demonstrate ongoing compliance and improvement. ACCSC requires institutions to disclose certain institutional information to current and prospective students, as well as to the public, and requires that our schools and programs meet various performance standards as a condition of continued accreditation. Institutions must periodically renew their accreditation by completing a comprehensive renewal of accreditation process. See “Part I, Item 1. Regulatory Environment - Accreditation” in our 2021 Annual Report on Form 10-K for further details and the current status of our campus accreditation. Title IV Programs The federal government provides a substantial part of its support for postsecondary education through Title IV Programs in the form of grants and loans to students who can use those funds at any institution that has been certified as eligible to participate by ED. All of our institutions are certified to participate in Title IV Programs. Significant factors relating to Title IV Programs that could adversely affect us include: • The 90/10 Rule . As a condition of participation in Title IV Programs, proprietary institutions must agree when they sign their PPA to comply with the “90/10 rule.” Under the current 90/10 rule, to remain eligible to participate in the federal student aid programs, a proprietary institution must derive at least 10% of its revenues for each fiscal year from sources other than Title IV Program funds. A proprietary institution is subject to sanctions if it exceeds the 90% level for a single year and loses its eligibility to participate in Title IV programs if it derives more than 90% of its revenue from Title IV Programs, as applicable, for two consecutive fiscal years. In 2021, President Biden signed into law the American Rescue Plan Act of 2021, which amended the 90/10 rule. Section 2013 of the Act amended the rule to require covered institutions to derive at least 10 percent of their revenue from sources other than “Federal education assistance funds.” The phrase “Federal education assistance funds” was broadly defined as “federal funds that are disbursed or delivered to or on behalf of a student to be used to attend such institution.” Congress directed ED to clarify the impact of this change with new regulations. In its most recent negotiated rulemaking, which concluded March 18, 2022, ED considered changes to the 90/10 regulations. After extensive discussion, on the final day the negotiators reached consensus on draft language, which means ED will very likely use the agreed upon language (or something close to it) in its proposed regulations. We are monitoring these proposed changes to the 90/10 rule, and will review and assess the impact of any proposed or final regulations promulgated by ED. These changes would take effect July 1, 2023, and would apply to any annual audit submission for a proprietary institution fiscal year beginning on or after January 1, 2023. • Administrative Capability. To continue its participation in Title IV Programs, an institution must demonstrate that it remains administratively capable of providing the education it promises and of properly managing the Title IV Programs. ED assesses the administrative capability of each institution that participates in Title IV Programs under a series of standards listed in the regulations, which cover a wide range of operational and administrative topics, including the designation of capable and qualified individuals, the quality and scope of written procedures, the adequacy of institutional communication and processes, the timely resolution of issues, the sufficiency of recordkeeping, and the frequency of findings of noncompliance, to name a few. ED’s administrative capability standards also include thresholds and expectations for federal student loan cohort default rates (discussed below), satisfactory academic progress, and loan counseling. Failure to satisfy any of the standards may lead ED to find the institution ineligible to participate in Title IV Programs, require the institution to repay Title IV Program funds, change the method of payment of Title IV Program funds, place the institution on provisional certification as a condition of its continued participation or take other actions against the institution. • Three-Year Student Loan Default Rates. To remain eligible to participate in Title IV Programs, institutions also must maintain federal student loan cohort default rates below specified levels. An institution whose three-year cohort default rate is 15% or greater for any one of the three preceding years is subject to a 30-day delay in receiving the first disbursement on federal student loans for first-time borrowers. As of September 30, 2021, only Universal Technical Institute of Texas was subject to a 30-day delay in receiving the first disbursement on federal student loans for first-time borrowers due to a three-year cohort default rate that was 15% or greater for one of the three most recent years. • Financial Responsibility. All institutions participating in Title IV Programs also must satisfy specific ED standards of financial responsibility. Among other things, an institution must meet all of its financial obligations, including required refunds to students and any Title IV Program liabilities and debts, be current in its debt payments, comply with certain past performance requirements, and not receive any adverse, qualified, or disclaimed opinion by its accountants in its audited financial statements. Each year, ED also evaluates institutions’ financial responsibility by calculating a “composite score,” which utilizes information provided in the institutions’ annual audited financial statements. The composite score is based on three ratios: (1) the equity ratio which measures the institution’s capital resources, ability to borrow and financial viability; (2) the primary reserve ratio which measures the institution’s ability to support current operations from expendable resources; and (3) the net income ratio which measures the institution’s ability to operate at a profit. Between composite score calculations, ED also will reevaluate the financial responsibility of an institution following the occurrence of certain “triggering events,” which must be timely reported to the agency. • Title IV Program Rulemaking. ED is almost continuously engaged in one or more negotiated rulemakings, which is the process pursuant to which it revisits, revises, and expands the complex and voluminous Title IV Program regulations. ED is currently managing two significant rulemaking efforts. First, between October and December 2021, ED held three rounds of negotiations as part of the Affordability and Student Loans rulemaking. The negotiators considered nine issue areas, including the borrower defense to repayment rule, closed school loan discharges, and loan repayment plans. Second, between January and March of 2022, ED held three rounds of negotiations as part of the Institutional and Programmatic Eligibility rulemaking. The negotiators considered seven issue areas, including administrative capability, financial responsibility, gainful employment, change of ownership and control, ability to benefit and the 90/10 rule. The regulated community is currently awaiting ED’s official proposed rules based on these rounds of negotiated rulemaking, which are likely to be made available for public review and comment between May and July 2022. If ED publishes final rules by November 1, these rules will become effective July 1, 2023. We devote significant effort to understanding the effects of ED regulations and rulemakings on our business and to developing compliant solutions that also are congruent with our business, culture, and mission to serve our students and industry relationships. Other Federal and State Student Aid Programs Some of our students also receive financial aid from federal sources other than Title IV Programs, such as the programs administered by the U.S. Department of Veterans Affairs (“VA”), the Department of Defense (“DOD”) and under the Workforce Innovation and Opportunity Act. Additionally, some states provide financial aid to our students in the form of grants, loans or scholarships. Our Long Beach, Rancho Cucamonga and Sacramento, California campuses, for example, are currently eligible to participate in the Cal Grant program. All of our institutions must comply with the eligibility and participation requirements applicable to each of these funding programs, which vary by funding agency and program. Each year we derive a portion of our revenues, on a cash basis, from veterans’ benefits programs, which include the Post-9/11 GI Bill, the Montgomery GI Bill, the Reserve Education Assistance Program (“REAP”) and VA Vocational Rehabilitation. To continue participation in veterans’ benefits programs, an institution must comply with certain requirements established by the VA. COVID-19, the CARES Act, the CRRSAA, and ARPA During fiscal 2020 and 2021 various pieces of legislation were issued related to the COVID-19 pandemic including the CARES Act, the Coronavirus Response and Relief Supplemental Appropriations Act, 2021 (“CRRSAA”) and the American Rescue Plan Act (“ARPA”). This legislation, along with guidance from the ED, are discussed at length in “Note 21 - Governmental Regulation and Financial Aid” in our 2021 Annual Report on Form 10-K . The funding received from these Acts is also discussed in Note 21 on Higher Education Emergency Relief Fund Grants below. For additional information and risks associated with this legislation, see Item 1A. “Risk Factors” in our 2021 Annual Report on Form 10-K . Distance Education In response to the COVID-19 pandemic, ED provided broad approval for institutions to use distance education without going through the standard ED approval process. ED also permitted accreditors to waive their distance education review requirements. Taking advantage of these flexibilities, we transitioned our students into blended program formats, which permitted their non-clinical training to be offered online. ED’s temporary flexibilities currently remain in place and will continue through the end of the payment period that begins after the date on which the federally-declared national emergency related to COVID-19 is rescinded. However, having observed that our blended learning programs offer a range of academic, operational, and financial efficiencies, we have determined to seek the permanent approvals that will permit us to continue offering blended learning programming after the noted temporary flexibilities have expired. We also continue to work to ensure that our blended learning programming complies with applicable distance education rules and standards, including ED’s new distance education rules, which became effective July 1, 2021. We intend to offer our Automotive, Diesel, Automotive/Diesel, Motorcycle and Marine programs in a blended learning format on a permanent basis. Additionally, we intend to continue to invest in our blended learning platform and curriculum to further enhance the student experience and student outcomes. |
Higher Education Emergency Reli
Higher Education Emergency Relief Fund Grants | 6 Months Ended |
Mar. 31, 2022 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Higher Education Emergency Relief Fund Grants | Higher Education Emergency Relief Fund Grants HEERF II Grants for Students under the CRRSAA and HEERF III Grant for Students under the ARPA As discussed in “Note 21 - Governmental Regulation and Financial Aid” in our 2021 Annual Report on Form 10-K , the CRRSAA includes Higher Education Emergency Relief Fund II (“HEERF II”), which makes an additional $22.7 billion available to higher education institutions. Of this amount, private, proprietary institutions are allocated approximately $681 million. The statute permits proprietary institutions to use HEERF II funds to provide financial aid grants to students and requires that institutions prioritize the grants to students with exceptional need, such as students who receive Pell Grants. On January 14, 2021, ED issued guidance regarding the administration of the HEERF II program. In accordance with the ED’s allocation schedule, during the year ended September 30, 2021, we were granted approximately $16.8 million for purposes of funding HEERF II student grants. Additionally, as discussed in “Note 21 - Governmental Regulation and Financial Aid” in our 2021 Annual Report on Form 10-K , the ARPA provides almost $40 billion in funding available to higher education institutions under the Higher Education Emergency Relief III (“HEERF III”). Of this amount, private, proprietary institutions are allocated approximately $396 million and may only use HEERF III funding to provide emergency financial aid grants to students. In accordance with the ED’s allocation schedule, during the year ended September 30, 2021, we were granted approximately $9.9 million for purposes of funding HEERF III student grants. During the six months ended March 31, 2022, we awarded approximately $5.0 million in HEERF II and HEERF III grants to over 4,100 students. The HEERF II and HEERF III funds were drawn down as student grants were distributed with approximately $0.6 million included in “Restricted cash” on our consolidated balance sheet as of March 31, 2022 which relates to pending student grants and outstanding checks. As of March 31, 2022, we have approximately $1.9 million of funds still available for HEERF II and HEERF III grants to students. HEERF I Grants for Significant Changes to the Delivery of Instruction Due to the Coronavirus under the CARES Act As discussed in “Note 22 - Higher Education Emergency Relief Fund under the CARES Act” in our 2021 Annual Report on Form 10-K , during the three months ended December 31, 2020, we incurred $0.9 million in allowable costs related to the changes in the delivery of instruction due to the coronavirus, thereby utilizing the remaining available HEERF institutional funds. Of the $0.9 million incurred, $0.3 million was recorded in “Educational services and facilities” and $0.6 million was recorded in “Selling, general and administrative” on the condensed consolidated statements of operation for the three months ended December 31, 2020. The $0.9 million was drawn down prior to December 31, 2020 and was included in our “Cash and cash equivalents” on our condensed consolidated balance sheet as of December 31, 2020. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Lisle Campus Term Loan As previously disclosed in Note 7, on February 11, 2022, we completed the acquisition of 2611, an entity that is the owner of the real property that serves the Lisle Campus. At the time of the acquisition, 2611 was a party to a term loan agreement with a third-party bank secured by a mortgage on the Lisle Campus (the “Previous Mortgage Debt”). On April 14, 2022, 2611, as borrower (the “Borrower”), entered into a Loan Agreement (“Loan Agreement”) with Valley National Bank, a national banking association (the “Lisle Lender”), to fund the acquisition and retirement of the Previous Mortgage Debt, via a term loan in the original principal amount of $38.0 million with a maturity of seven years (the “Term Loan”). The Term Loan bears interest at a rate of one-month Secured Overnight Financing Rate (“SOFR”) plus 2.0%. In connection with the Term Loan, the Borrower entered into an interest rate swap agreement with the Lisle Lender that effectively fixes the interest rate on 50% of the principal amount of the Term Loan at 4.69% for the entire loan term. The Term Loan is secured by a mortgage on the Lisle Campus. Further details of the transactions were disclosed separately under a Form 8-K filed with the SEC on April 19, 2022. Acquisition of Concorde Career Colleges, Inc. On May 3, 2022, we entered into a definitive Stock Purchase Agreement (the “Purchase Agreement”) by and among UTI, Concorde Career Colleges, Inc., a Delaware corporation (“Concorde”); Liberty Partners Holdings 28, L.L.C., a Delaware limited liability company, and Liberty Investment IIC, LLC, a Delaware limited liability company (each a “Seller,” and collectively, the “Sellers”); and Liberty Partners L.P., a Delaware limited partnership, in its capacity as a representative of the Sellers. Concorde is a leading provider of industry-aligned healthcare education programs in fields such as nursing, dental hygiene and medical diagnostics. Concorde operates 17 campuses across eight states with approximately 7,400 students, and offers its programs in ground, hybrid and online formats. The Purchase Agreement provides for the purchase by UTI of all of the issued and outstanding shares of capital stock of Concorde for a base purchase price of $50.0 million in cash, subject to certain customary adjustments as set forth in the Purchase Agreement. As a result of the transactions contemplated by the Purchase Agreement, Concorde would become a wholly owned subsidiary of UTI. The closing of the Purchase Agreement is subject to customary closing conditions, including, among other things, the receipt of a Pre-Acquisition Review Response from the United States Department of Education that does not contain certain letter of credit requirements. UTI intends to use its cash on hand to pay the consideration contemplated under the Purchase Agreement. UTI expects the transaction to close during the first half of its fiscal 2023. Further details of the transactions were disclosed separately under a Form 8-K filed with the SEC on May 4, 2022. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
New Significant Accounting Policy for Goodwill and Intangible Assets | New Significant Accounting Policy for Goodwill and Intangible Assets We test goodwill and indefinite-lived intangible assets for impairment annually as of August 1, or more frequently if events and circumstances warrant. Under ASC 350, Intangibles - Goodwill and Other , to evaluate the impairment of goodwill, we first assess qualitative factors, such as deterioration in the operating performance of the acquired business, adverse market conditions, adverse changes in the applicable laws or regulations and a variety of other circumstances, to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. To evaluate the impairment of the indefinite-lived intangible assets, we assess the fair value of the assets to determine whether they were greater or less than the carrying values. If we conclude that it is more likely than not that the fair value is less than the carrying amount based on our qualitative assessment, or that a qualitative assessment should not be performed, we proceed with the quantitative impairment tests to compare the estimated fair value of the reporting unit to the carrying value of its net assets. Determining the fair value of indefinite-lived intangible assets is judgmental in nature and involves the use of significant estimates and assumptions. We believe the most critical assumptions and estimates in determining the estimated fair value of our reporting units include, but are not limited to, future tuition revenues, operating costs, working capital changes, capital expenditures and a discount rate. The assumptions used in determining our expected future cash flows consider various factors such as historical operating trends particularly in student enrollment and pricing and long-term operating strategies and initiatives. There were no indicators of impairment for our goodwill or indefinite-lived intangible assets as of March 31, 2022. We also have definite-lived intangible assets, which primarily consist of purchased intangibles and capitalized curriculum development costs. The definite-lived intangible assets are recognized at cost less accumulated amortization. Amortization is computed using the straight-line method based on estimated useful lives of the related assets. |
Recently Accounting Pronouncements | Effective in Fiscal 2022 In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The amendments in ASU 2019-12 simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. We have evaluated the new guidance and determined that there is no material impact on our results of operations, financial condition or financial statement disclosures. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). The amendments in ASU 2021-08 require that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts from Customers (“ASC 606”). At the acquisition date, an acquirer should account for the related revenue contracts in accordance with ASC 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied ASC 606 to determine what to record for the acquired revenue contracts. Generally, this should result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements (if the acquiree financial statements were prepared in accordance with generally accepted accounting principles). For public business entities, the amendments in ASU 2021-08 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption of ASU 2021-08 is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. Due to the MIAT acquisition on November 1, 2021, we have elected to early adopt ASU 2021-08 as of October 1, 2021 and have applied the guidance in ASU 2021-08 to the deferred revenue recorded for MIAT. See Note 4 for further information on the acquisition of MIAT. Other In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions affected by reference rate reform, if certain criteria are met. This new guidance only applies to contracts and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. An entity may elect to apply the amendments for contract modifications as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. The amendments in ASU 2020-04 do not apply to contract modifications made after December 31, 2022. Given the interest rate for our term loan (which is further described in Note 13) references LIBOR, we are currently evaluating the new reference rate reform practical expedients and will consider adopting this guidance when we are required to modify our contract for the discontinuation of LIBOR. |
Nature of Goods and Services/Contract Balances | Nature of Goods and Services Postsecondary Education Revenues consist primarily of student tuition and fees derived from the programs we provide after reductions are made for discounts and scholarships that we sponsor and for refunds for students who withdraw from our programs prior to specified dates. We apply the five-step model outlined in ASC 606. Tuition and fee revenue is recognized ratably over the term of the course or program offered. The majority of our UTI programs are designed to be completed in 36 to 90 weeks while our MIAT programs are completed in 30 to 104 weeks. Our advanced training programs range from 12 to 23 weeks in duration. We supplement our revenues with sales of textbooks and program supplies and other revenues, which are recognized as the transfer of goods or services occurs. Deferred revenue represents the excess of tuition and fee payments received as compared to tuition and fees earned and is reflected as a current liability in our condensed consolidated balance sheets because it is expected to be earned within the next 12 months. Additionally, certain students participate in a proprietary loan program that extends repayment terms for their tuition. We purchase said loans from the lender and, based on historical collection rates, believe a portion of these loans are collectible. Accordingly, we recognize tuition and loan origination fees financed by the loan and any related interest revenue under the effective interest method required under the loan based on the amount we expect to collect, and we recognize these revenues ratably over the term of the course or program offered. Other We provide dealer technician training or instructor staffing services to manufacturers. Revenues are recognized as transfer of the services occurs. We provide postsecondary education and other services in the same geographical market, the United States. The impact of economic factors on the nature, amount, timing and uncertainty of revenue and cash flows is consistent among our various postsecondary education programs. See Note 19 for disaggregated segment revenue information. Contract Balances Contract assets primarily relate to our rights to consideration for a student’s progress through our training program in relation to our services performed but not billed at the reporting date. The contract assets are transferred to the receivables when the rights become unconditional. Currently, we do not have any contract assets that have not transferred to a receivable. Our deferred revenue is considered a contract liability and primarily relates to our enrollment agreements where we received payments for tuition, but we have not yet delivered the related training programs to satisfying the related performance obligations. The advance consideration received from students or Title IV funding is deferred revenue until the training program has been delivered to the students. |
Fair Value Measurement | Fair Value Measurements The accounting framework for determining fair value includes a hierarchy for ranking the quality and reliability of the information used to measure fair value, which enables the reader of the financial statements to assess the inputs used to develop those measurements. The fair value hierarchy consists of three tiers: Level 1: Defined as quoted market prices in active markets for identical assets or liabilities. Level 2: Defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, model-based valuation techniques for which all significant assumptions are observable in the market or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Defined as unobservable inputs that are not corroborated by market data. |
Acquisition of MIAT College o_2
Acquisition of MIAT College of Technology (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The adjusted allocation of the purchase price at November 1, 2021 is summarized as follows: Assets acquired: Cash and cash equivalents $ 2,301 Accounts receivable, net 3,230 Prepaid expenses 268 Other current assets 507 Property and equipment 3,043 Goodwill 8,637 Intangible assets 16,200 Right-of-use assets for operating leases 14,979 Other assets 314 Total assets acquired $ 49,479 Less: Liabilities assumed Accounts payable and accrued expenses $ 1,720 Deferred revenue 1,843 Operating lease liability, current portion 817 Deferred tax liabilities, net 1,975 Operating lease liability 14,216 Other liabilities 93 Total liabilities assumed 20,664 Net assets acquired $ 28,815 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Asset and Liability | The following table provides information about receivables and deferred revenue resulting from our enrollment agreements with students: March 31, 2022 September 30, 2021 Receivables, which includes tuition and notes receivable $ 45,601 $ 46,489 Deferred revenue 42,010 57,648 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value of Assets | Assets measured or disclosed at fair value on a recurring basis consisted of the following: Fair Value Measurements Using March 31, 2022 Quoted Prices Significant Significant Money market funds (1) $ 57,109 $ 57,109 $ — $ — Notes receivable (2) 36,283 — — 36,283 Total assets at fair value on a recurring basis $ 93,392 $ 57,109 $ — $ 36,283 Fair Value Measurements Using September 30, 2021 Quoted Prices Significant Significant Money market funds (1) $ 62,100 $ 62,100 $ — $ — Notes receivable (2) 36,124 — — 36,124 Total assets at fair value on a recurring basis $ 98,224 $ 62,100 $ — $ 36,124 (1) Money market funds and other highly liquid investments with maturity dates less than 90 days are reflected as “Cash and cash equivalents” in our condensed consolidated balance sheet as of March 31, 2022 and September 30, 2021. (2) Notes receivable relate to our proprietary loan program. |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: Depreciable March 31, 2022 September 30, 2021 Land — $ 16,555 $ 8,355 Buildings and building improvements 3-35 118,335 71,036 Leasehold improvements 1-28 71,544 63,502 Training equipment 3-10 92,261 91,191 Office and computer equipment 3-10 32,016 31,718 Curriculum development 5 19,692 19,692 Software developed for internal use 1-5 11,887 12,524 Vehicles 5 1,431 1,436 Right-of-use assets for finance leases 2-3 215 215 Construction in progress — 19,587 10,171 383,523 309,840 Less: Accumulated depreciation and amortization (190,439) (187,789) $ 193,084 $ 122,051 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying value of goodwill are presented in the table below. March 31, 2022 September 30, 2021 Balance at beginning of period $ 8,222 $ 8,222 Additions to Goodwill for acquisition of MIAT 8,637 — Balance at end of period $ 16,859 $ 8,222 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The following table provides the gross carrying value, accumulated amortization, net book value and remaining useful life for intangible assets subject to amortization as of March 31, 2022: Gross Carrying Value Accumulated Amortization Net Book Value Weighted Average Remaining Useful Life (Years) Accreditations and regulatory approvals - MIAT $ 12,800 $ — $ 12,800 Indefinite Trademarks and trade names - MIAT 3,000 — 3,000 Indefinite Curriculum - MIAT 400 (33) 367 4.58 Non-compete agreement and trade name 442 (336) 106 3.08 Total $ 16,642 $ (369) $ 16,273 4.23 |
Investment in Unconsolidated _2
Investment in Unconsolidated Affiliate (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investment | Investment in unconsolidated affiliate consisted of the following and is included within “Other assets” on our condensed consolidated balance sheets: March 31, 2022 September 30, 2021 Carrying Value Ownership Percentage Carrying Value Ownership Percentage Investment in JV $ — — % $ 4,627 28.0 % Investment in unconsolidated affiliate included the following activity during the period: Six Months Ended March 31, 2022 2021 Balance at beginning of period $ 4,627 $ 4,494 Equity in earnings of unconsolidated affiliate 113 215 Return of capital contribution from unconsolidated affiliate (188) (150) Dissolution of unconsolidated affiliate (4,552) — Balance at end of period $ — $ 4,559 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Expense | The components of lease expense during the three and six months ended March 31, 2022 and 2021 were as follows: Three Months Ended March 31, Six Months Ended March 31, Lease Expense 2022 2021 2022 2021 Operating lease expense (1) $ 6,371 $ 5,458 $ 12,734 $ 11,590 Finance lease expense: Amortization of leased assets 18 33 36 65 Interest on lease liabilities — 1 1 3 Variable lease expense 1,382 950 2,473 1,857 Sublease income (31) (123) (90) (246) Total net lease expense $ 7,740 $ 6,319 $ 15,154 $ 13,269 (1) Excludes the expense for short-term leases not accounted for under ASC 842, which was not significant for the three and six months ended March 31, 2022 and 2021. |
Schedule of Supplemental Information | Supplemental balance sheet, cash flow and other information related to our leases was as follows (in thousands, except lease term and discount rate): Leases Classification March 31, 2022 September 30, 2021 Assets: Operating lease assets Right-of-use assets for operating leases (1) $ 141,736 $ 159,075 Finance lease assets Property and equipment, net (2) 58 94 Total leased assets $ 141,794 $ 159,169 Liabilities: Current Operating lease liabilities Operating lease liability, current portion (1) $ 12,940 $ 14,075 Finance lease liabilities Long-term debt, current portion 60 73 Noncurrent Operating lease liabilities Operating lease liability (1) 137,635 153,228 Finance lease liabilities Long-term debt — 23 Total lease liabilities $ 150,635 $ 167,399 (1) As noted above, during the six months ended March 31, 2022, our right-of-use assets and operating lease liability decreased due to the purchase of the Lisle Campus and the settlement of the existing lease. (2) Finance lease assets are recorded net of accumulated amortization of $0.2 million and $0.1 million as of March 31, 2022 and September 30, 2021, respectively. Lease Term and Discount Rate March 31, 2022 September 30, 2021 Weighted-average remaining lease term (in years): Operating leases 9.25 9.37 Finance leases 0.82 1.32 Weighted average discount rate: Operating leases 3.96 % 4.31 % Finance leases 3.08 % 3.08 % Six Months Ended March 31, Supplemental Disclosure of Cash Flow Information and Other Information 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,962 $ 9,159 Financing cash flows from finance leases 36 64 Non-cash activity related to lease liabilities: Lease assets obtained in exchange for new operating lease liabilities (1) $ 6,241 $ 11,105 |
Schedule Operating Lease Liabilities Maturities | Maturities of lease liabilities were as follows: As of March 31, 2022 Years ending September 30, Operating Leases Finance Leases Remainder of 2022 $ 6,923 $ 37 2023 19,744 24 2024 19,531 — 2025 19,800 — 2026 19,565 — 2027 and thereafter 94,518 — Total lease payments 180,081 61 Less: interest (29,506) (1) Present value of lease liabilities 150,575 60 Less: current lease liabilities (12,940) (60) Long-term lease liabilities $ 137,635 $ — |
Schedule of Finance Lease Liabilities Maturities | Maturities of lease liabilities were as follows: As of March 31, 2022 Years ending September 30, Operating Leases Finance Leases Remainder of 2022 $ 6,923 $ 37 2023 19,744 24 2024 19,531 — 2025 19,800 — 2026 19,565 — 2027 and thereafter 94,518 — Total lease payments 180,081 61 Less: interest (29,506) (1) Present value of lease liabilities 150,575 60 Less: current lease liabilities (12,940) (60) Long-term lease liabilities $ 137,635 $ — |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following: March 31, 2022 September 30, 2021 Accounts payable $ 9,070 $ 13,702 Accrued compensation and benefits 29,545 29,506 Other accrued expenses 16,532 11,189 Total accounts payable and accrued expenses $ 55,147 $ 54,397 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | March 31, 2022 September 30, 2021 Interest Rate Maturity Date Carrying Value of Debt (4) Carrying Value of Debt (4) Avondale Term Loan (1) 2.46 % May 2028 $ 30,489 $ 30,886 Lisle Term Loan 5.29 % Nov 2031 18,106 — Finance leases (2) 3.08 % Various 60 96 Total debt 48,655 30,982 Debt issuance costs presented with debt (3) (236) (256) Total debt, net 48,419 30,726 Less: current portion of long-term debt (2,374) (876) Long-term debt $ 46,045 $ 29,850 (1) Interest on the Avondale Term Loan (as defined below) accrues at annual rate equal to the LIBOR plus 2.0%. (2) Our finance leases include finance lease arrangements related to various equipment with a weighted-average annual interest rate of approximately 3.08%, which mature in varying installments between 2022 and 2023. See Note 11 for additional details on our finance leases. (3) The unamortized debt issuance costs as of March 31, 2022 and September 30, 2021 relate entirely to the Avondale Term Loan. |
Schedule of Maturities of Long-term Debt | Scheduled principal payments due on our debt for the remainder of 2022 and for each year through the period ended September 30, 2026, and thereafter were as follows at March 31, 2022: Maturity Term Loans Finance Leases Total Remainder of 2022 $ 1,141 $ 36 $ 1,177 2023 2,370 24 2,394 2024 2,481 — 2,481 2025 2,604 — 2,604 2026 2,730 — 2,730 Thereafter 37,269 — 37,269 Subtotal 48,595 60 48,655 Debt issuance costs presented with debt (236) — (236) Total $ 48,359 $ 60 $ 48,419 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Instruments | The following table presents the fair value of our Swap (Level 2) which is designated as a cash flow hedge and the related classification on the condensed consolidated balance sheet as of March 31, 2022: Interest Rate Swap Other current assets $ 28 Other assets $ 727 Total fair value of assets designated as hedging instruments $ 755 |
Schedule of Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss) | The table below presents the effect of cash flow hedge accounting for our Swap on “Accumulated other comprehensive income (loss)” as of March 31, 2022: Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivative Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income Three Months Ended March 31, 2022 Interest Rate Swap $ 810 Interest expense $ (51) Six Months Ended March 31, 2022 Interest Rate Swap $ 927 Interest expense $ (107) |
Schedule of Effect of Cash Flow Hedge Accounting on the Statement of Operations | The table below presents the effect of cash flow hedge accounting for our Swap on the condensed consolidated statement of operations for the six months ended March 31, 2022: Interest Rate Swap Interest Expense Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income $ (107) |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Calculation of Weighted Average Number of Shares Outstanding Used in Computing Basic and Diluted Net Income Loss Per Share | The following table summarizes the computation of basic and diluted EPS under the two-class or as-converted method, as well as the anti-dilutive shares excluded: Three Months Ended Six Months Ended March 31, March 31, 2022 2021 2022 2021 Basic earnings per common share: Net income (loss) $ 7,354 $ (1,547) $ 22,176 $ (464) Less: Preferred stock dividend declared (1,294) (1,312) (2,617) (2,625) Net income (loss) available for distribution 6,060 (2,859) 19,559 (3,089) Income allocated to participating securities (2,359) — (7,622) — Net income (loss) available to common shareholders $ 3,701 $ (2,859) $ 11,937 $ (3,089) Weighted average basic shares outstanding 32,992 32,762 32,920 32,709 Basic income (loss) per common share $ 0.11 $ (0.09) $ 0.36 $ (0.09) Diluted earnings per common share: Method used: Two-class Two-class Two-class Two-class Net income (loss) available to common shareholders $ 3,701 $ (2,859) $ 11,937 $ (3,089) Weighted average basic shares outstanding 32,992 32,762 32,920 32,709 Dilutive effect related to employee stock plans 444 — 473 — Weighted average diluted shares outstanding 33,436 32,762 33,393 32,709 Diluted income (loss) per common share $ 0.11 $ (0.09) $ 0.36 $ (0.09) Anti-dilutive shares excluded: Outstanding stock-based grants 355 467 444 677 Convertible preferred stock 21,021 21,021 21,021 21,021 Total anti-dilutive shares excluded 21,376 21,488 21,465 21,698 Dilutive shares under the as-converted method (1) 54,457 54,065 54,414 54,003 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table summarizes the computation of basic and diluted EPS under the two-class or as-converted method, as well as the anti-dilutive shares excluded: Three Months Ended Six Months Ended March 31, March 31, 2022 2021 2022 2021 Basic earnings per common share: Net income (loss) $ 7,354 $ (1,547) $ 22,176 $ (464) Less: Preferred stock dividend declared (1,294) (1,312) (2,617) (2,625) Net income (loss) available for distribution 6,060 (2,859) 19,559 (3,089) Income allocated to participating securities (2,359) — (7,622) — Net income (loss) available to common shareholders $ 3,701 $ (2,859) $ 11,937 $ (3,089) Weighted average basic shares outstanding 32,992 32,762 32,920 32,709 Basic income (loss) per common share $ 0.11 $ (0.09) $ 0.36 $ (0.09) Diluted earnings per common share: Method used: Two-class Two-class Two-class Two-class Net income (loss) available to common shareholders $ 3,701 $ (2,859) $ 11,937 $ (3,089) Weighted average basic shares outstanding 32,992 32,762 32,920 32,709 Dilutive effect related to employee stock plans 444 — 473 — Weighted average diluted shares outstanding 33,436 32,762 33,393 32,709 Diluted income (loss) per common share $ 0.11 $ (0.09) $ 0.36 $ (0.09) Anti-dilutive shares excluded: Outstanding stock-based grants 355 467 444 677 Convertible preferred stock 21,021 21,021 21,021 21,021 Total anti-dilutive shares excluded 21,376 21,488 21,465 21,698 Dilutive shares under the as-converted method (1) 54,457 54,065 54,414 54,003 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of Information by Reportable Segment | Summary information by reportable segment was as follows: Postsecondary Education Other Consolidated Three Months Ended March 31, 2022 Revenues $ 98,650 $ 3,436 $ 102,086 Income (loss) from operations 3,876 (499) 3,377 Depreciation and amortization (1) 3,857 27 3,884 Net income (loss) 7,853 (499) 7,354 Three Months Ended March 31, 2021 Revenues $ 74,846 $ 2,863 $ 77,709 Loss from operations (1,322) (339) (1,661) Depreciation and amortization (1) 3,547 22 3,569 Net loss (1,208) (339) (1,547) Six Months Ended March 31, 2022 Revenues $ 200,352 $ 6,809 $ 207,161 Income (loss) from operations 18,023 (1,068) 16,955 Depreciation and amortization (1) 7,511 52 7,563 Net income (loss) 23,244 (1,068) 22,176 Six Months Ended March 31, 2021 Revenues $ 148,406 $ 5,428 $ 153,834 Loss from operations (218) (668) (886) Depreciation and amortization (2) 6,805 46 6,851 Net income (loss) 204 (668) (464) As of March 31, 2022 Total assets $ 514,105 $ 3,248 $ 517,353 As of September 30, 2021 Total assets $ 504,934 $ 7,636 $ 512,570 (1) Includes depreciation of training equipment obtained in exchange for services of $0.3 million and $0.3 million for the three months ended March 31, 2022 and 2021 and $0.5 million and $0.6 million for the six months ended March 31, 2022 and 2021, respectively. |
Nature of the Business - Narrat
Nature of the Business - Narrative (Details) | Mar. 31, 2022graduatelocation |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of graduated technicians | graduate | 250,000 |
Number of campuses through which undergraduate degree, diploma and certificate programs are offered | location | 14 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Sep. 30, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Finance lease liabilities | $ 60 | $ 73 |
Revision of Prior Period, Reclassification, Adjustment | Long-term debt, current portion | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Finance lease liabilities | $ 100 |
Acquisition of MIAT College o_3
Acquisition of MIAT College of Technology - Narrative (Details) - USD ($) $ in Thousands | Nov. 01, 2021 | Mar. 31, 2022 | Sep. 30, 2021 |
Business Combination Segment Allocation [Line Items] | |||
Goodwill | $ 16,859 | $ 8,222 | |
MIAT College of Technology | |||
Business Combination Segment Allocation [Line Items] | |||
Received in cash | $ 26,000 | ||
Working capital | 2,800 | ||
Purchase consideration | 28,800 | ||
Transaction costs | 1,600 | $ 800 | $ 800 |
Goodwill | 8,637 | ||
Goodwill expected to be deductible for tax purposes | $ 600 |
Acquisition of MIAT College o_4
Acquisition of MIAT College of Technology - Preliminary Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Nov. 01, 2021 | Sep. 30, 2021 |
Assets acquired | |||
Goodwill | $ 16,859 | $ 8,222 | |
MIAT College of Technology | |||
Assets acquired | |||
Cash and cash equivalents | $ 2,301 | ||
Accounts receivable, net | 3,230 | ||
Prepaid expenses | 268 | ||
Other current assets | 507 | ||
Property and equipment | 3,043 | ||
Goodwill | 8,637 | ||
Intangible assets | 16,200 | ||
Right-of-use assets for operating leases | 14,979 | ||
Other assets | 314 | ||
Total assets acquired | 49,479 | ||
Liabilities Assumed | |||
Accounts payable and accrued expenses | 1,720 | ||
Deferred revenue | 1,843 | ||
Operating lease liability, current portion | 817 | ||
Deferred tax liabilities, net | 1,975 | ||
Operating lease liability | 14,216 | ||
Other liabilities | 93 | ||
Total liabilities assumed | 20,664 | ||
Net assets acquired | $ 28,815 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognition period | 12 months | |
Receivables, which includes tuition and notes receivable | $ 45,601 | $ 46,489 |
Deferred revenue | $ 42,010 | $ 57,648 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Measurements, Recurring - Estimate of Fair Value Measurement - USD ($) $ in Thousands | Mar. 31, 2022 | Sep. 30, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets at fair value on a recurring basis | $ 93,392 | $ 98,224 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets at fair value on a recurring basis | 57,109 | 62,100 |
Notes receivable | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets at fair value on a recurring basis | 36,283 | 36,124 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets at fair value on a recurring basis | 57,109 | 62,100 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets at fair value on a recurring basis | 57,109 | 62,100 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Notes receivable | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets at fair value on a recurring basis | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets at fair value on a recurring basis | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets at fair value on a recurring basis | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Notes receivable | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets at fair value on a recurring basis | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets at fair value on a recurring basis | 36,283 | 36,124 |
Significant Unobservable Inputs (Level 3) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets at fair value on a recurring basis | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Notes receivable | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets at fair value on a recurring basis | $ 36,283 | $ 36,124 |
Property and Equipment, net- Sc
Property and Equipment, net- Schedule of property and equipment (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Right-of-use assets for finance leases | $ 215 | $ 215 |
Property and equipment and Right-of-use assets for finance leases, gross | 383,523 | 309,840 |
Less: Accumulated depreciation and amortization | (190,439) | (187,789) |
Property and equipment and Right-of-use assets for finance leases, net | 193,084 | 122,051 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 16,555 | 8,355 |
Building and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 118,335 | 71,036 |
Building and building improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives (in years) | 3 years | |
Building and building improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives (in years) | 35 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 71,544 | 63,502 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives (in years) | 1 year | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives (in years) | 28 years | |
Training equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 92,261 | 91,191 |
Training equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives (in years) | 3 years | |
Training equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives (in years) | 10 years | |
Office and computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 32,016 | 31,718 |
Office and computer equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives (in years) | 3 years | |
Office and computer equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives (in years) | 10 years | |
Curriculum development | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives (in years) | 5 years | |
Property and equipment, gross | $ 19,692 | 19,692 |
Software developed for internal use | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 11,887 | 12,524 |
Software developed for internal use | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives (in years) | 1 year | |
Software developed for internal use | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives (in years) | 5 years | |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives (in years) | 5 years | |
Property and equipment, gross | $ 1,431 | 1,436 |
Right-of-use assets for finance leases | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives (in years) | 2 years | |
Right-of-use assets for finance leases | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives (in years) | 3 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 19,587 | $ 10,171 |
Property and Equipment, net- Na
Property and Equipment, net- Narrative (Details) - USD ($) $ in Millions | Feb. 11, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Feb. 10, 2022 |
Property, Plant and Equipment [Line Items] | ||||||
Deprecation expense | $ 3.9 | $ 3.5 | $ 7.5 | $ 6.8 | ||
Investment in 2611 Corporate West Drive Venture LLC | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Percentage of voting interests acquired (in percent) | 72.00% | |||||
Purchase consideration | $ 28.4 | |||||
Total net assets | 33 | |||||
Land acquired | 8.2 | |||||
Buildings acquired | 43.1 | |||||
Debt assumed | $ 18.3 | |||||
Investment in 2611 Corporate West Drive Venture LLC | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Ownership Percentage | 28.00% | |||||
Leasehold improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Leasehold improvements | $ 4 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Nov. 01, 2021 | Sep. 30, 2021 | Dec. 31, 1998 |
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 16,859 | $ 8,222 | ||
Motorcycle And Marine Education Business | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 8,200 | |||
MIAT College of Technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 8,637 |
Goodwill - Schedule of goodwill
Goodwill - Schedule of goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Dec. 31, 2021 | Mar. 31, 2022 | |
Goodwill [Roll Forward] | ||
Goodwill at the beginning of the period | $ 8,222 | $ 8,222 |
Additions to Goodwill for acquisition of MIAT | $ 0 | 8,637 |
Goodwill at the end of the period | $ 16,859 |
Intangible Assets- Schedule of
Intangible Assets- Schedule of Intangible Assets (Details) $ in Thousands | 6 Months Ended |
Mar. 31, 2022USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Accumulated Amortization | $ (369) |
Gross Carrying Value | 16,642 |
Net Book Value | $ 16,273 |
Weighted Average Remaining Useful Life (Years) | 4 years 2 months 23 days |
Curriculum - MIAT | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, gross carrying amount | $ 400 |
Accumulated Amortization | (33) |
Finite-lived intangible assets, net book value | $ 367 |
Weighted Average Remaining Useful Life (Years) | 4 years 6 months 29 days |
Non-compete agreement and trade name | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, gross carrying amount | $ 442 |
Accumulated Amortization | (336) |
Finite-lived intangible assets, net book value | $ 106 |
Weighted Average Remaining Useful Life (Years) | 3 years 29 days |
Accreditations and regulatory approvals - MIAT | |
Finite-Lived Intangible Assets [Line Items] | |
Indefinite-lived intangible assets, gross carrying amount | $ 12,800 |
Indefinite-lived intangible assets, net book value | 12,800 |
Trademarks and trade names - MIAT | |
Finite-Lived Intangible Assets [Line Items] | |
Indefinite-lived intangible assets, gross carrying amount | 3,000 |
Indefinite-lived intangible assets, net book value | $ 3,000 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 16,642,000 | |
Amortization expense related to finite-lived intangible assets | 51,100 | $ 17,700 |
MIAT College of Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 16,200,000 |
Investment in Unconsolidated _3
Investment in Unconsolidated Affiliate - Narrative (Details) - Investment in JV - USD ($) $ in Thousands | Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2012 |
Schedule of Equity Method Investments [Line Items] | |||||
Carrying Value | $ 0 | $ 4,627 | $ 4,559 | $ 4,494 | $ 4,000 |
Ownership Percentage | 0.00% | 28.00% | 28.00% |
Investment in Unconsolidated _4
Investment in Unconsolidated Affiliate - Unconsolidated Affiliate Activity (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of Equity Method Investments [Roll Forward] | ||
Return of capital contribution from unconsolidated affiliate | $ (188) | $ (150) |
Dissolution of unconsolidated affiliate | (4,552) | 0 |
Investment in JV | ||
Schedule of Equity Method Investments [Roll Forward] | ||
Balance at beginning of period | 4,627 | 4,494 |
Equity in earnings of unconsolidated affiliate | 113 | 215 |
Return of capital contribution from unconsolidated affiliate | (188) | (150) |
Balance at end of period | $ 0 | $ 4,559 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Mar. 31, 2022USD ($)location | Mar. 31, 2022USD ($)location | |
Lessee, Lease, Description [Line Items] | ||
Number of lease contracts | 10 | |
Number of campuses | 14 | 14 |
Gain on termination of lease | $ | $ 1.6 | $ 1.6 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 8 years | 8 years |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 20 years | 20 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||||
Operating lease expense | $ 6,371 | $ 5,458 | $ 12,734 | $ 11,590 |
Finance lease expense: | ||||
Amortization of leased assets | 18 | 33 | 36 | 65 |
Interest on lease liabilities | 0 | 1 | 1 | 3 |
Variable lease expense | 1,382 | 950 | 2,473 | 1,857 |
Sublease income | (31) | (123) | (90) | (246) |
Total net lease expense | $ 7,740 | $ 6,319 | $ 15,154 | $ 13,269 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 | |
Assets: | |||
Operating lease assets | $ 141,736 | $ 159,075 | |
Finance lease assets | 58 | 94 | |
Total leased assets | $ 141,794 | $ 159,169 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property and equipment, net | Property and equipment, net | |
Current | |||
Operating lease liabilities | $ 12,940 | $ 14,075 | |
Finance lease liabilities | $ 60 | $ 73 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities | |
Noncurrent | |||
Operating lease liabilities | $ 137,635 | $ 153,228 | |
Financing obligation | 0 | 23 | |
Total lease liabilities | $ 150,635 | $ 167,399 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other liabilities | Other liabilities | |
Finance lease, accumulated amortization | $ 200 | $ 100 | |
Weighted-average remaining lease term (in years): | |||
Weighted-average remaining lease term, operating leases | 9 years 3 months | 9 years 4 months 13 days | |
Weighted-average remaining lease term, finance leases | 9 months 25 days | 1 year 3 months 25 days | |
Weighted average discount rate: | |||
Weighted average discount rate, operating leases | 3.96% | 4.31% | |
Weighted average discount rate, finance leases | 3.08% | 3.08% | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 6,962 | $ 9,159 | |
Financing cash flows from finance leases | 36 | 64 | |
Non-cash activity related to lease liabilities: | |||
Lease assets obtained in exchange for new operating lease liabilities | $ 6,241 | $ 11,105 |
Leases - Schedule of Operating
Leases - Schedule of Operating Leases Liabilities Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Sep. 30, 2021 |
Operating Leases | ||
Remainder of 2022 | $ 6,923 | |
2023 | 19,744 | |
2024 | 19,531 | |
2025 | 19,800 | |
2026 | 19,565 | |
2027 and thereafter | 94,518 | |
Total lease payments | 180,081 | |
Less: interest | (29,506) | |
Present value of lease liabilities | 150,575 | |
Less: current lease liabilities | (12,940) | $ (14,075) |
Operating lease liabilities | 137,635 | 153,228 |
Finance Leases | ||
Remainder of 2022 | 37 | |
2023 | 24 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 and thereafter | 0 | |
Total lease payments | 61 | |
Less: interest | (1) | |
Present value of lease liabilities | 60 | |
Less: current lease liabilities | (60) | (73) |
Long-term lease liabilities | $ 0 | $ 23 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Sep. 30, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 9,070 | $ 13,702 |
Accrued compensation and benefits | 29,545 | 29,506 |
Other accrued expenses | 16,532 | 11,189 |
Total accounts payable and accrued expenses | $ 55,147 | $ 54,397 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||
Total debt | $ 48,655 | $ 30,982 |
Debt issuance costs presented with debt | (236) | (256) |
Total debt, net | 48,419 | 30,726 |
Less: current portion of long-term debt | (2,374) | (876) |
Long-term debt | $ 46,045 | 29,850 |
Avondale Term Loan | ||
Debt Instrument [Line Items] | ||
Interest Rate | 2.46% | |
Total debt | $ 30,489 | 30,886 |
Avondale Term Loan | LIBOR | ||
Debt Instrument [Line Items] | ||
Variable interest rate | 2.00% | |
Lisle Term Loan | ||
Debt Instrument [Line Items] | ||
Interest Rate | 5.29% | |
Total debt | $ 18,106 | 0 |
Finance Leases | ||
Debt Instrument [Line Items] | ||
Interest Rate | 3.08% | |
Total debt | $ 60 | $ 96 |
Debt issuance costs presented with debt | 0 | |
Total debt, net | $ 60 | |
Weighted average interest rate | 3.08% |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | May 12, 2021 | Mar. 31, 2022 | Feb. 14, 2022 |
Avondale Term Loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | 2.46% | ||
Avondale Term Loan | LIBOR | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 2.00% | ||
Avondale Term Loan | Secured Debt | Fifth Third Bank, National Association | |||
Debt Instrument [Line Items] | |||
Maximum principal amount | $ 31,200,000 | ||
Debt maturity term | 7 years | ||
Fixed rate on principal amount | 50.00% | ||
Fixed amount of debt | $ 15,600,000 | ||
Interest Rate | 3.50% | ||
Avondale Term Loan | Secured Debt | LIBOR | Fifth Third Bank, National Association | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 2.00% | ||
Lisle Term Loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | 5.29% | ||
Lisle Term Loan | Secured Debt | Alliance Bank | |||
Debt Instrument [Line Items] | |||
Maximum principal amount | $ 18,300,000 | ||
Interest Rate | 5.293% |
Debt - Debt Maturities (Details
Debt - Debt Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Sep. 30, 2021 |
Term Loans | ||
Remainder of 2022 | $ 1,177 | |
2023 | 2,394 | |
2023 | 2,481 | |
2024 | 2,604 | |
2025 | 2,730 | |
Thereafter | 37,269 | |
Total debt, net | 48,655 | $ 30,982 |
Debt issuance costs presented with debt | (236) | (256) |
Total debt, net | 48,419 | 30,726 |
Term Loans | ||
Term Loans | ||
Remainder of 2022 | 1,141 | |
2023 | 2,370 | |
2023 | 2,481 | |
2024 | 2,604 | |
2025 | 2,730 | |
Thereafter | 37,269 | |
Total debt, net | 48,595 | |
Debt issuance costs presented with debt | (236) | |
Total debt, net | 48,359 | |
Finance Leases | ||
Term Loans | ||
Remainder of 2022 | 36 | |
2023 | 24 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
Thereafter | 0 | |
Total debt, net | 60 | $ 96 |
Debt issuance costs presented with debt | 0 | |
Total debt, net | $ 60 |
Derivative Financial Instrume_3
Derivative Financial Instruments - (Details) - USD ($) $ in Thousands | May 12, 2021 | Mar. 31, 2022 | Mar. 31, 2022 |
Interest rate swap | Hedging Instrument | Cash Flow Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Gain (loss) expected to reclassified to interest expense within the next twelve months | $ 100 | $ 100 | |
Derivative, notional amount | 15,300 | 15,300 | |
Total fair value of assets designated as hedging instruments | 755 | 755 | |
Interest rate swap | Hedging Instrument | Cash Flow Hedging | Interest Expense | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivative | 810 | 927 | |
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income | (51) | (107) | |
Interest rate swap | Hedging Instrument | Cash Flow Hedging | Other current assets | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Total fair value of assets designated as hedging instruments | 28 | 28 | |
Interest rate swap | Hedging Instrument | Cash Flow Hedging | Other assets | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Total fair value of assets designated as hedging instruments | $ 727 | $ 727 | |
Avondale Term Loan | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Interest Rate | 2.46% | 2.46% | |
Secured Debt | Fifth Third Bank, National Association | Avondale Term Loan | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Fixed rate on principal amount | 50.00% | ||
Fixed amount of debt | $ 15,600 | ||
Interest Rate | 3.50% | ||
Debt maturity term | 7 years |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 4,598 | $ 34 | $ 5,945 | $ 8 |
Effective income tax rate, percent | (166.80%) | 2.20% | (36.60%) | 1.70% |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Mar. 31, 2022USD ($)vote$ / sharesshares | Dec. 31, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2022vote$ / sharesshares | Sep. 30, 2021$ / sharesshares | Dec. 10, 2020USD ($) | |
Stockholders Equity Note [Line Items] | |||||||
Number of voting rights | vote | 1 | 1 | |||||
Preferred Stock authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares outstanding (in shares) | 700,000 | 700,000 | 700,000 | ||||
Preferred stock issued (in shares) | 700,000 | 700,000 | 700,000 | ||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 100 | $ 100 | $ 100 | ||||
Cash dividend | $ | $ 1,294 | $ 1,323 | $ 1,312 | $ 1,313 | |||
Repurchase of common stock authorized by Board of Directors | $ | $ 35,000 | ||||||
Stock repurchased (in shares) | 0 | ||||||
Series A Preferred Stock | |||||||
Stockholders Equity Note [Line Items] | |||||||
Preferred Stock authorized (in shares) | 10,000,000 | 10,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares outstanding (in shares) | 700,000 | 700,000 | 700,000 | ||||
Preferred stock issued (in shares) | 700,000 | 700,000 | 700,000 | ||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 100 | $ 100 | $ 100 | ||||
Preferred stock, dividend rate, percentage | 7.50% | ||||||
Additional percentage to cash dividend rate | 2.00% | ||||||
Cash dividend | $ | $ 2,600 |
Earnings per Share - Calculatio
Earnings per Share - Calculation of earnings per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | |
Basic earnings per common share: | ||||||
Net income (loss) | $ 7,354 | $ 14,822 | $ (1,547) | $ 1,083 | $ 22,176 | $ (464) |
Less: Preferred stock dividend declared | (1,294) | (1,312) | (2,617) | (2,625) | ||
Net income (loss) available for distribution | 6,060 | (2,859) | 19,559 | (3,089) | ||
Income allocated to participating securities | (2,359) | 0 | (7,622) | 0 | ||
Net income (loss) available to common shareholders | $ 3,701 | $ (2,859) | $ 11,937 | $ (3,089) | ||
Weighted average basic shares outstanding (in shares) | 32,992 | 32,762 | 32,920 | 32,709 | ||
Basic income (loss) per common share (in dollars per share) | $ 0.11 | $ (0.09) | $ 0.36 | $ (0.09) | ||
Diluted earnings per common share: | ||||||
Net income (loss) available to common shareholders | $ 3,701 | $ (2,859) | $ 11,937 | $ (3,089) | ||
Weighted average basic shares outstanding (in shares) | 32,992 | 32,762 | 32,920 | 32,709 | ||
Basic income (loss) per common share (in shares) | 444 | 0 | 473 | 0 | ||
Weighted average diluted shares outstanding (in shares) | 33,436 | 32,762 | 33,393 | 32,709 | ||
Diluted income (loss) per common share (in dollars per share) | $ 0.11 | $ (0.09) | $ 0.36 | $ (0.09) | ||
Dilutive effect related to preferred stock (in shares) | 54,457 | 54,065 | 54,414 | 54,003 | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||
Total anti-dilutive shares excluded (in shares) | 21,376 | 21,488 | 21,465 | 21,698 | ||
Outstanding stock-based grants | ||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||
Total anti-dilutive shares excluded (in shares) | 355 | 467 | 444 | 677 | ||
Convertible preferred stock | ||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||
Total anti-dilutive shares excluded (in shares) | 21,021 | 21,021 | 21,021 | 21,021 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of antidilutive securities (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares excluded (in shares) | 21,376 | 21,488 | 21,465 | 21,698 |
Dilutive shares under the as-converted method (in shares) | 54,457 | 54,065 | 54,414 | 54,003 |
Outstanding stock-based grants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares excluded (in shares) | 355 | 467 | 444 | 677 |
Convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares excluded (in shares) | 21,021 | 21,021 | 21,021 | 21,021 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | |||||||
Revenues | $ 102,086 | $ 77,709 | $ 207,161 | $ 153,834 | |||
Income (loss) from operations | 3,377 | (1,661) | 16,955 | (886) | |||
Depreciation and amortization | 3,884 | 3,569 | 7,563 | 6,851 | |||
Net income (loss) | 7,354 | $ 14,822 | (1,547) | $ 1,083 | 22,176 | (464) | |
Total assets | 517,353 | 517,353 | $ 512,570 | ||||
Depreciation of training equipment obtained in exchange for services | 300 | 300 | 453 | 646 | |||
Operating Segments | Postsecondary Education | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 98,650 | 74,846 | 200,352 | 148,406 | |||
Income (loss) from operations | 3,876 | (1,322) | 18,023 | (218) | |||
Depreciation and amortization | 3,857 | 3,547 | 7,511 | 6,805 | |||
Net income (loss) | 7,853 | (1,208) | 23,244 | 204 | |||
Total assets | 514,105 | 514,105 | 504,934 | ||||
Corporate, Non-Segment | Other | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 3,436 | 2,863 | 6,809 | 5,428 | |||
Income (loss) from operations | (499) | (339) | (1,068) | (668) | |||
Depreciation and amortization | 27 | 22 | 52 | 46 | |||
Net income (loss) | (499) | $ (339) | (1,068) | $ (668) | |||
Total assets | $ 3,248 | $ 3,248 | $ 7,636 |
Higher Education Emergency Re_2
Higher Education Emergency Relief Fund Grants (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020USD ($) | Sep. 30, 2021USD ($) | Mar. 31, 2022USD ($)student | |
Unusual or Infrequent Item, or Both [Line Items] | |||
HEERF funds received | $ 16.8 | ||
HEERF III funds received | $ 9.9 | ||
CRRSAA, amount awarded | $ 5 | ||
Awards granted to students | student | 4,100 | ||
Granted amount included in restricted cash | $ 0.6 | ||
Fund available | $ 1.9 | ||
Sanitization supplies, partitions, labor hours and other related expenses | $ 0.9 | ||
HEERF funds, draws | 0.9 | ||
Educational services and facilities | |||
Unusual or Infrequent Item, or Both [Line Items] | |||
Sanitization supplies, partitions, labor hours and other related expenses | 0.3 | ||
Selling, general and administrative | |||
Unusual or Infrequent Item, or Both [Line Items] | |||
Sanitization supplies, partitions, labor hours and other related expenses | $ 0.6 |
Subsequent Events (Details)
Subsequent Events (Details) | May 03, 2022USD ($)campusstudentstate | Apr. 14, 2022USD ($) | Mar. 31, 2022location |
Subsequent Event [Line Items] | |||
Number of campuses | location | 14 | ||
Subsequent Event | Concorde | |||
Subsequent Event [Line Items] | |||
Number of campuses | campus | 17 | ||
Number of states | state | 8 | ||
Number of students | student | 7,400 | ||
Base purchase price | $ 50,000,000 | ||
Subsequent Event | Term Loan | Valley National Bank | Secured Debt | |||
Subsequent Event [Line Items] | |||
Maximum principal amount | $ 38,000,000 | ||
Debt maturity term | 7 years | ||
Fixed rate on principal amount | 50.00% | ||
Interest Rate | 4.69% | ||
Subsequent Event | Term Loan | Valley National Bank | Secured Debt | SOFR | |||
Subsequent Event [Line Items] | |||
Variable interest rate | 2.00% |
Uncategorized Items - uti-20220
Label | Element | Value |
Accounting Standards Update 2016-13 [Member] | ||
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2019-05 [Member] |