UNIVERSAL TECHNICAL INSTITUTE INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Principal Executive Officer and our Principal Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2024. Based upon that evaluation, our Principal Executive Officer and our Principal Financial Officer concluded that, as of September 30, 2024, the Company’s disclosure controls and procedures were effective in ensuring that (i) information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Exchange Act Rules 13a-15(d) or 15d-15(d) that occurred during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Report of Management on Internal Control Over Financial Reporting and Attestation Report of Independent Registered Public Accounting Firm Management’s Report on Internal Control Over Financial Reporting and the attestation report of our Independent Registered Public Accounting Firm with respect to the effectiveness of our internal control over financial reporting are included on pages F-2 and F-3, respectively, of this Annual Report on Form 10-K, and are hereby incorporated by reference. Limitations on Effectiveness of Controls and Procedures Our management, including our Principal Executive Officer and our Principal Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, misstatements, errors and instances of fraud, if any, within our company have been or will be prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls also can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks that internal controls may become inadequate as a result of changes in conditions, or through the deterioration of the degree of compliance with policies or procedures. Management’s Certifications The Company has filed as exhibits to its Annual Report on Form 10-K for the year ended September 30, 2024, filed with the SEC, the certifications of the Principal Executive Officer and the Principal Financial Officer of the Company required by Section 302 of the Sarbanes-Oxley Act of 2002. The Company has submitted to the NYSE the most recent Annual Chief Executive Officer Certification as required by Section 303A.12(a) of the NYSE Listed Company Manual. 57 ITEM 9B. OTHER INFORMATION During the quarter ended September 30, 2024, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not Applicable. 58 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Below is a list of our Executive Officers and Board of Directors as of the filing of this report: Name Position Jerome A. Grant Chief Executive Officer Christine C.S. Kline Interim Chief Financial Officer and Chief Accounting Officer Sherrell E. Smith Executive Vice President, Chief Academic Officer Christopher E. Kevane Executive Vice President, Chief Legal Officer Todd A. Hitchcock Executive Vice President, Chief Strategy and Transformation Officer Carolyn Frank Senior Vice President, Chief Human Resources Officer Lori B. Smith Senior Vice President, Chief Information Officer Tracy K. Lorenz Senior Vice President, UTI Division President Kevin Prehn Senior Vice President, Concorde Division President Name Position Robert T. DeVincenzi Chairman of the Board George W. Brochick Director Jerome A. Grant Chief Executive Officer LTG (R) William J. Lennox Director Shannon L. Okinaka Director Loretta L. Sanchez Director Christopher S. Shackelton Director Michael A. Slubowski Director Linda J. Srere Director Kenneth R. Trammell Director The remaining information required by this Item is incorporated by reference from our Proxy Statement to be filed in connection with our 2025 Annual Meeting of Stockholders within 120 days after the end of fiscal year ended September 30, 2024. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is incorporated by reference from our Proxy Statement to be filed in connection with our 2025 Annual Meeting of Stockholders within 120 days after the end of fiscal year ended September 30, 2024. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item is incorporated by reference from our Proxy Statement to be filed in connection with our 2025 Annual Meeting of Stockholders within 120 days after the end of fiscal year ended September 30, 2024. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item is incorporated by reference from our Proxy Statement to be filed in connection with our 2025 Annual Meeting of Stockholders within 120 days after the end of fiscal year ended September 30, 2024. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item is incorporated by reference from our Proxy Statement to be filed in connection with our 2025 Annual Meeting of Stockholders within 120 days after the end of fiscal year ended September 30, 2024. 59 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Documents filed as part of this Annual Report on Form 10-K: (1) The financial statements required to be included in this Annual Report on Form 10-K are included in Item 8 of this Report. (2) All other schedules have been omitted because they are not required, are not applicable, or the required information is shown on the financial statements or the notes thereto. (3) Exhibits: Exhibit Number Description 2.1 Stock Purchase Agreement, dated May 3, 2022, by and among Universal Technical Institute, Inc., Concorde Career Colleges, Inc., Liberty Partners Holdings 28, L.L.C., Liberty Investment IIC, LLC, and Liberty Partners L.P. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated May 3, 2022). 3.1 Fifth Amended and Restated Certificate of Incorporation of Universal Technical Institute, Inc. dated February 26, 2021. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q dated May 7, 2021.) 3.2 Fourth Amended and Restated Bylaws of Universal Technical Institute, Inc., a Delaware Corporation (as amended on February 26, 2021). (Incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q dated May 7, 2021.) 3.3 Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock. (Incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Registrant on June 24, 2016.) 3.4 Certificate of Designation, Preferences and Rights of Series E Junior Participating Preferred Stock. (Incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Registrant on June 30, 2016.) 4.1 Specimen Certificate evidencing shares of common stock. (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 dated October 3, 2003, or an amendment thereto (No. 333-109430).) 4.2 Registration Rights Agreement dated June 24, 2016 by and between the Registrant and Coliseum Holdings I, LLC. (Incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the Registrant on June 24, 2016.) 4.3 Rights Agreement, dated as of June 29, 2016, by and between the Registrant and Computershare Inc., as Rights Agent. (Incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the Registrant on June 30, 2016.) 4.4 Amendment to Rights Agreement, dated as of February 21, 2017, by and between the Registrant and Computershare Inc., as Rights Agent. (Incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the Registrant on February 21, 2017.) 4.5+ Description of Securities. 10.1* Universal Technical Institute Executive Benefit Plan, effective March 1, 1997. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 dated October 3, 2003, or an amendment thereto (No. 333-109430).) 10.2* Management 2002 Option Program. (Incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 dated October 3, 2003, or an amendment thereto (No. 333-109430).) 10.3* Form of Severance Agreement between Registrant and certain executive officers. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 16, 2008.) 10.4* Universal Technical Institute, Inc. 2003 Incentive Compensation Plan (as amended March 1, 2017). (Formerly known as the 2003 Stock Incentive Plan). (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant on March 3, 2017.) 10.5.1* Form of Restricted Stock Unit Agreement. (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant on September 11, 2013.) 60 Exhibit Number Description 10.5.2* Form of Restricted Stock Unit Agreement. (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant on September 10, 2014.) 10.5.3* Form of Performance Unit Award Agreement. (Incorporated by reference to Exhibit 10.4.3 to the Annual Report on Form 10-K filed by the Registrant on December 1, 2017.) 10.5.4* Form of Performance Unit Award Agreement. (Incorporated by reference to Exhibit 10.4.4 to the Annual Report on Form 10-K filed by the Registrant on December 1, 2017.) 10.5.5* Form of Performance Cash Award Agreement. (Incorporated by reference to Exhibit 10.4.5 to the Annual Report on Form 10-K filed by the Registrant on December 1, 2017.) 10.5.6* Form of Performance Cash Award Agreement. (Incorporated by reference to Exhibit 10.4.6 to the Annual Report on Form 10-K filed by the Registrant on December 1, 2017.) 10.6* Form of Indemnification Agreement by and between the Registrant and its directors and officers. (Incorporated by reference to Exhibit 10.7 to the Form 8-K filed by the Registrant on August 6, 2014.) 10.7* Deferred Compensation Plan. (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant on April 6, 2010.) 10.8.1* Offer Letter, dated as of August 2, 2012, between the Registrant and Sherrell E. Smith. (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant on August 21, 2012.) 10.8.2* Addendum Letter, dated as of August 7, 2012, between the Registrant and Sherrell E. Smith. (Incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Registrant on August 21, 2012.) 10.9* Form of Retention/Recognition Bonus Agreement. (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant on June 13, 2011.) 10.10* Universal Technical Institute, Inc. Severance Plan, as amended October 1, 2019, (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant on September 24, 2019.) 10.11 Securities Purchase Agreement dated June 24, 2016, between the Registrant and Coliseum Holdings I, LLC. (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant on June 24, 2016.) 10.12* Employment Agreement, dated November 1, 2019, by and between the Registrant and Jerome A. Grant. (Incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Registrant on October 21, 2019.) 10.13 Credit Agreement, dated May 12, 2021, by and among the Company, Universal Technical Institute of Arizona, LLC and Fifth Third Bank, National Association (incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on May 12, 2021.) 10.14 First Amendment to Credit Agreement, dated April 3, 2023, by and among the Company, Universal Technical Institute of Arizona, LLC and Fifth Third Bank, National Association (incorporated by reference to Exhibit 10.2 to the Form 10-Q dated August 8, 2023). 10.15 Term Promissory Note, issued by the Company, dated May 12, 2021 (incorporated herein by reference to Exhibit 10.2 to the Form 8-K filed with the SEC on May 12, 2021). 10.16 Deed of Trust, Security Agreement and Fixture Filing dated May 12, 2021 (incorporated herein by reference to Exhibit 10.3 to the Form 8-K filed with the SEC on May 12, 2021). 10.17 Loan Agreement dated April 14, 2022, by and among 2611 Corporate West Drive Venture LLC and Valley National Bank (incorporated by reference to Exhibit 10.3 to the Form 10-Q dated May 5, 2022). 10.18 Guaranty dated April 14, 2022, by and among Universal Technical Institute, Inc., 2611 Corporate West Drive Venture LLC and Valley National Bank (incorporated by reference to Exhibit 10.4 to the Form 10-Q dated May 5, 2022). 10.19 Credit Agreement, dated as of November 18, 2022, by and among Universal Technical Institute, Inc., Fifth Third Bank, National Association, and the other loan parties thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated November 21, 2022). 10.20 Guaranty and Security Agreement, dated as of November 18, 2022, by and among Universal Technical Institute, Inc., Fifth Third Bank, National Association, and the other loan parties thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated November 21, 2022). 10.21 Consent Letter, dated June 26, 2023, by and among Universal Technical Institute, Inc., Fifth Third Bank, National Association, and the other loan parties thereto (incorporated by reference to Exhibit 10.1 to the Form 10-Q dated August 8, 2023). 61 Exhibit Number Description 10.22 First Amendment to Credit Agreement, dated August 16, 2023, by and among, Universal Technical Institute, Inc., and the other loan parties thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated August 29, 2023). 10.23* Universal Technical Institute, Inc., Amended and Restated 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 12, 2024). 10.24* Form of Restricted Stock Unit Agreement under Amended and Restated 2021 Equity Incentive Plan effective as of March 7, 2024 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 12, 2024). 10.25* Form of Performance Unit Award Agreement under Amended and Restated 2021 Equity Incentive Plan effective as of March 7, 2024 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 12, 2024). 10.26 Second Amendment to Credit Agreement, dated June 28, 2024, by and among Universal Technical Institute, Inc., Fifth Third Bank, National Association and the other loan parties thereto. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 10-Q filed with the SEC on August 7, 2024). 10.27+ Third Amendment to Credit Agreement, dated September 26, 2024, by and among Universal Technical Institute, Inc., Fifth Third Bank, National Association and the other loan parties thereto. 19.1+ Insider Trading Policy 21.1+ Subsidiaries of the Registrant. 23.1+ Consent of Deloitte & Touche LLP. 24.1 Power of Attorney. (Included on signature page.) 31.1+ Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2+ Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1+ Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2+ Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1* Universal Technical Institute, Inc. Recovery of Erroneously-Awarded Incentive Compensation Policy, adopted September 20, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Prior Report on Form 10-K dated December 1, 2023). 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Indicates a contract with management or compensatory plan or arrangement. + Filed herewith. # Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. ITEM 16. FORM 10-K SUMMARY Not applicable. 62 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: December 5, 2024 UNIVERSAL TECHNICAL INSTITUTE, INC. By: /s/ Jerome A. Grant Jerome A. Grant, Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jerome A. Grant and Christine C.S. Kline, or either of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and any documents related to this report and filed pursuant to the Securities Exchange Act of 1934, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Jerome A. Grant Chief Executive Officer (Principal Executive Officer) December 5, 2024 Jerome A. Grant /s/ Christine C.S. Kline Interim Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer & Principal Accounting Officer) December 5, 2024 Christine C.S. Kline /s/ Robert T. DeVincenzi Chairman of the Board December 5, 2024 Robert T. DeVincenzi /s/ George W. Brochick Director December 5, 2024 George W. Brochick /s/ William J. Lennox, Jr. Director December 5, 2024 William J. Lennox, Jr. /s/ Shannon L. Okinaka Director December 5, 2024 Shannon L. Okinaka /s/ Loretta L. Sanchez Director December 5, 2024 Loretta L. Sanchez 63 /s/ Christopher S. Shackelton Director December 5, 2024 Christopher S. Shackelton /s/ Michael A. Slubowski Director December 5, 2024 Michael A. Slubowski /s/ Linda J. Srere Director December 5, 2024 Linda J. Srere /s/ Kenneth R. Trammell Director December 5, 2024 Kenneth R. Trammell 64 UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Number Management’s Report on Internal Control Over Financial Reporting F- 2 Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) F- 3 Consolidated Balance Sheets as of September 30, 2024 and 2023 F- 6 Consolidated Statements of Operations for the years ended September 30, 2024, 2023 and 2022 F- 7 Consolidated Statements of Other Comprehensive Income for the years ended September 30, 2024, 2023 and 2022 F- 8 Consolidated Statements of Shareholders’ Equity for the years ended September 30, 2024, 2023 and 2022 F- 9 Consolidated Statements of Cash Flows for the years ended September 30, 2024, 2023 and 2022 F- 10 Notes to Consolidated Financial Statements F- 12 F-1 MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company and for assessing the effectiveness of internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes policies and procedures that pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of the company’s assets; providing reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with accounting principles generally accepted in the United States; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management and director authorization; and providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risks that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework established in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of September 30, 2024. The effectiveness of the Company’s internal control over financial reporting as of September 30, 2024 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears herein. F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Universal Technical Institute, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Universal Technical Institute, Inc. and subsidiaries (the “Company”) as of September 30, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended September 30, 2024, of the Company and our report dated December 5, 2024, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP Tempe, Arizona December 5, 2024 F-3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Universal Technical Institute, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Universal Technical Institute, Inc. and subsidiaries (the "Company") as of September 30, 2024 and 2023, the related consolidated statements of operations, other comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended September 30, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated December 5, 2024, expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenues - Proprietary Loan Program Revenue Recognition - Refer to Note 2 in the FY 2024 Form 10K Critical Audit Matter Description The portion of tuition revenue related to the Company’s proprietary loan program is considered a form of variable consideration, in accordance with ASC 606, Revenue from Contracts with Customers. The Company estimates the amount it expects to collect on these loans by calculating the amount due compared to historical loan collections over the past 10 years, and recognizes that amount of estimated revenue over the student’s program, resulting in a Notes Receivable balance of $42.5 million as of September 30, 2024. We identified the expected collection rate for the proprietary loan program as a critical audit matter, because the Company evaluates the collection rate of its outstanding loans each quarter, which requires significant management judgment. The Company currently uses the actual collection experience over the past 10 years to determine the expected collection rate. The key judgment made by management is the length of historical collection experience used to calculate the expected collection rate and requires a high degree of auditor judgement in determining the reasonableness of the period of time used by management to estimate the expected collection rate. F-4 How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the expected collection rate for the proprietary loan program included the following, among others: • Tested the design and effectiveness of the Company’s internal controls related to the Company’s evaluation of the proprietary loan program expected collection rate. • Considered how the expected collection rate might change if the Company had used a different time period in the calculation of the expected collection rate, and the impact it would have on the financial statements. • Recalculated the expected collection rate based on the actual collection rates of the loan portfolio for the most recent 10 years. • Evaluated the reasonableness of the length of historical collection experienced used by comparing it to the weighted average term of the portfolio of loans. • Evaluated the underlying historical loan data by making selections of loans included in the data population and traced to source documentation, and recalculated the amount of the loan due as of the reporting date. • Agreed monthly loan collection amounts for selected months to bank statements. • Tested completeness of the loan data population by tracing a selection of students from historical accounting records to the underlying population used to calculate the expected collection rate. /s/ DELOITTE & TOUCHE LLP Tempe, Arizona December 5, 2024 We have served as the Company's auditor since 2015. F-5 UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except par value and per share amounts) September 30, 2024 September 30, 2023 Assets Cash and cash equivalents $ 161,900 $ 151,547 Restricted cash 5,572 5,377 Receivables, net 31,096 25,161 Notes receivable, current portion 6,200 5,991 Prepaid expenses 11,945 9,412 Other current assets 5,238 7,497 Total current assets 221,951 204,985 Property and equipment, net 264,797 266,346 Goodwill 28,459 28,459 Intangible assets, net 18,229 18,975 Notes receivable, less current portion 36,267 30,672 Right-of-use assets for operating leases 158,778 176,657 Deferred tax assets 3,563 3,768 Other assets 12,531 10,823 Total assets $ 744,575 $ 740,685 Liabilities and Shareholders’ Equity Accounts payable and accrued expenses $ 83,866 $ 69,941 Deferred revenue 92,538 85,738 Operating lease liability, current portion 22,210 22,481 Long-term debt, current portion 2,697 2,517 Other current liabilities 3,652 4,023 Total current liabilities 204,963 184,700 Deferred tax liabilities 4,696 663 Operating lease liability 146,831 165,026 Long-term debt 123,007 159,600 Other liabilities 4,847 4,729 Total liabilities 484,344 514,718 Commitments and contingencies (Note 17) Shareholders’ equity: Common stock, $ 0.0001 par value, 100,000 shares authorized, 53,899 and 34,157 shares issued, and 53,817 and 34,075 shares outstanding as of September 30, 2024 and 2023, respectively 5 3 Preferred stock, $ 0.0001 par value, 10,000 shares authorized; 0 and 676 shares of Series A Convertible Preferred Stock issued and outstanding, liquidation preference of $ 100 per share as of September 30, 2024 and 2023, respectively — — Paid-in capital - common 220,976 151,439 Paid-in capital - preferred — 66,481 Treasury stock, at cost, 82 shares as of September 30, 2024 and 2023 ( 365 ) ( 365 ) Retained earnings 38,509 5,946 Accumulated other comprehensive income 1,106 2,463 Total shareholders’ equity 260,231 225,967 Total liabilities and shareholders’ equity $ 744,575 $ 740,685 The accompanying notes are an integral part of these consolidated financial statements. F-6 UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Year Ended September 30, 2024 2023 2022 Revenues $ 732,687 $ 607,408 $ 418,765 Operating expenses: Educational services and facilities 384,529 329,870 207,233 Selling, general and administrative 289,267 256,139 189,158 Total operating expenses 673,796 586,009 396,391 Income from operations 58,891 21,399 22,374 Other (expense) income: Interest income 6,314 5,861 507 Interest expense ( 9,471 ) ( 9,656 ) ( 2,002 ) Other income (expense) 496 483 ( 438 ) Total other (expense) income, net ( 2,661 ) ( 3,312 ) ( 1,933 ) Income before income taxes 56,230 18,087 20,441 Income tax (expense) benefit ( 14,229 ) ( 5,765 ) 5,407 Net income 42,001 12,322 25,848 Preferred stock dividends ( 1,097 ) ( 5,069 ) ( 5,159 ) Income available for distribution 40,904 7,253 20,689 Income allocated to participating securities ( 2,855 ) ( 2,712 ) ( 7,847 ) Net income available to common shareholders $ 38,049 $ 4,541 $ 12,842 Earnings per share (See Note 20): Net income per share - basic $ 0.77 $ 0.13 $ 0.39 Net income per share - diluted $ 0.75 $ 0.13 $ 0.38 Weighted average number of shares outstanding: Basic 49,429 33,985 33,218 Diluted 50,851 34,479 33,743 The accompanying notes are an integral part of these consolidated financial statements. F-7 UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (In thousands) Year Ended September 30, 2024 2023 2022 Net income $ 42,001 $ 12,322 $ 25,848 Other comprehensive (loss) income: Unrealized (loss) gain on interest rate swaps, net of taxes ( 1,357 ) 250 2,492 Comprehensive income $ 40,644 $ 12,572 $ 28,340 The accompanying notes are an integral part of these consolidated financial statements. F-8 UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In thousands) Common Stock Preferred Stock Paid-in Capital - Common Paid-in Capital - Preferred Treasury Stock Retained Earnings (Deficit) Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Equity Shares Amount Shares Amount Shares Amount Balance as of September 30, 2021 32,915 $ 3 700 $ — $ 142,314 $ 68,853 ( 82 ) $ ( 365 ) $ ( 21,996 ) $ ( 279 ) $ 188,530 Net income — — — — — — — — 25,848 — 25,848 Issuance of common stock under stock-based compensation plans 300 — — — — — — — — — — Shares withheld for payroll taxes ( 82 ) — — — ( 651 ) — — — — — ( 651 ) Stock-based compensation — — — — 4,337 — — — — — 4,337 Preferred stock conversion 724 — ( 24 ) — 2,372 ( 2,372 ) — — — — — Preferred stock cash dividends declared — — — — — — — — ( 5,159 ) — ( 5,159 ) Unrealized gain on interest rate swap, net of taxes — — — — — — — — — 2,492 2,492 Balance as of September 30, 2022 33,857 $ 3 676 $ — $ 148,372 $ 66,481 ( 82 ) $ ( 365 ) $ ( 1,307 ) $ 2,213 $ 215,397 Net income — — — — — — — — 12,322 — 12,322 Issuance of common stock under stock-based compensation plans 410 — — — — — — — — — — Shares withheld for payroll taxes ( 110 ) — — — ( 781 ) — — — — — ( 781 ) Stock-based compensation — — — — 3,848 — — — — — 3,848 Preferred stock cash dividends declared — — — — — — — — ( 5,069 ) — ( 5,069 ) Unrealized gain on interest rate swap, net of taxes — — — — — — — — — 250 250 Balance as of September 30, 2023 34,157 $ 3 676 $ — $ 151,439 $ 66,481 ( 82 ) $ ( 365 ) $ 5,946 $ 2,463 $ 225,967 Net income — — — — — — — — 42,001 — 42,001 Issuance of common stock under employee plans 634 — — — — — — — — — — Shares withheld for payroll taxes ( 189 ) — — — ( 2,227 ) — — — — — ( 2,227 ) Preferred stock conversion 19,297 2 ( 643 ) — 63,204 ( 63,206 ) — — — — — Stock-based compensation — — — — 8,560 — — — — — 8,560 Preferred stock dividends — — — — — — — — ( 1,097 ) — ( 1,097 ) Preferred share repurchase — — ( 33 ) — — ( 3,275 ) — — ( 8,341 ) — ( 11,616 ) Unrealized loss on interest rate swap, net of taxes — — — — — — — — — ( 1,357 ) ( 1,357 ) Balance at September 30, 2024 53,899 $ 5 — $ — $ 220,976 $ — ( 82 ) $ ( 365 ) $ 38,509 $ 1,106 $ 260,231 The accompanying notes are an integral part of these consolidated financial statements. F-9 UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended September 30, 2024 2023 2022 Cash flows from operating activities: Net income $ 42,001 $ 12,322 $ 25,848 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 29,324 25,215 16,884 Amortization of right-of-use assets for operating leases 21,861 20,604 15,893 Intangible asset impairment expense — — 2,000 Provision for credit losses 7,547 3,319 2,510 Stock-based compensation 8,560 3,848 4,337 Deferred income taxes 4,439 4,636 ( 6,014 ) Training equipment credits earned, net 1,371 1,375 180 Unrealized (loss) gain on interest rate swaps, net of taxes ( 1,357 ) 250 2,492 Other losses, net 431 276 663 Changes in assets and liabilities: Receivables ( 12,123 ) ( 4,194 ) 564 Notes receivable ( 5,804 ) ( 791 ) 252 Prepaid expenses and other current assets ( 3,651 ) ( 2,013 ) ( 1,737 ) Other assets ( 1,418 ) 740 ( 1,673 ) Accounts payable, accrued expenses and other current liabilities 13,195 ( 5,718 ) 7,115 Deferred revenue 6,800 11,370 ( 5,268 ) Income tax payable/receivable ( 2,066 ) ( 908 ) 222 Operating lease liability ( 22,449 ) ( 20,474 ) ( 13,952 ) Other liabilities ( 766 ) ( 709 ) ( 4,285 ) Net cash provided by operating activities 85,895 49,148 46,031 Cash flows from investing activities: Purchase of property and equipment ( 24,298 ) ( 56,685 ) ( 79,450 ) Purchase of held-to-maturity investments — — ( 28,821 ) Proceeds received upon maturity of investments — 29,000 — Proceeds from insurance policy 296 — — Cash paid for acquisitions, net of cash acquired — ( 16,381 ) ( 26,514 ) Return of capital contribution from unconsolidated affiliate — — 188 Net cash used in investing activities ( 24,002 ) ( 44,066 ) ( 134,597 ) Cash flows from financing activities: Proceeds from revolving credit facility 41,000 90,000 — Proceeds from term loans — — 38,000 Debt issuance costs related to long-term debt — ( 516 ) ( 378 ) Payment of term loans and finance leases ( 2,518 ) ( 1,788 ) ( 19,227 ) Payments on revolving credit facility ( 75,000 ) — — Payment of preferred stock cash dividend ( 1,097 ) ( 5,069 ) ( 5,159 ) Preferred share repurchase ( 11,503 ) — — Payment of payroll taxes on stock-based compensation through shares withheld ( 2,227 ) ( 781 ) ( 651 ) Net cash (used in) provided by financing activities ( 51,345 ) 81,846 12,585 Change in cash, cash equivalents and restricted cash 10,548 86,928 ( 75,981 ) Cash and cash equivalents, beginning of period 151,547 66,452 133,721 Restricted cash, beginning of period 5,377 3,544 12,256 Cash, cash equivalents and restricted cash, beginning of period 156,924 69,996 145,977 Cash and cash equivalents, end of period 161,900 151,547 66,452 Restricted cash, end of period 5,572 5,377 3,544 Cash, cash equivalents and restricted cash, end of period $ 167,472 $ 156,924 $ 69,996 F-10 UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (In thousands) Year Ended September 30, 2024 2023 2022 Supplemental disclosure of cash flow information: Income taxes paid, net of refunds $ 10,683 $ 658 $ 859 Interest paid 10,391 9,069 1,937 Training equipment obtained in exchange for services 1,130 1,082 1,454 Depreciation of training equipment obtained in exchange for services 625 692 918 Change in accrued capital expenditures during the period ( 2,479 ) 3,621 ( 2,592 ) Conversion of Series A Preferred Stock 63,206 — — CARES Act funds received for student emergency grants (See Note 24) — — 6,689 CARES Act funds disbursed for student emergency grants (See Note 24) — — ( 6,919 ) The accompanying notes are an integral part of these consolidated financial statements. F-11 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) Note 1 - Business Description Universal Technical Institute, Inc., which together with its subsidiaries is referred to as the “Company,” “we,” “us” or “our,” was founded in 1965 and is a leading workforce solutions provider of transportation, skilled trades and healthcare education programs, whose mission is to serve students, partners, and communities by providing quality education and support services for in-demand careers across a number of highly-skilled fields. We offer the majority of our programs in a blended learning model that combines instructor-facilitated online teaching and demonstrations with hands-on labs. Our reporting structure has two reportable segments (also referred to as “divisions”) as follows: Universal Technical Institute (“UTI”): UTI operates 16 campuses located in nine states and offers a wide range of degree and non-degree transportation and skilled trades technical training programs under brands such as Universal Technical Institute, Motorcycle Mechanics Institute and Marine Mechanics Institute (“MMI”), NASCAR Technical Institute, and MIAT College of Technology (“MIAT”). UTI also offers manufacturer specific advanced training programs, which include student-paid electives, at our campuses and manufacturer or dealer sponsored training at certain campuses and dedicated training centers. Lastly, UTI provides dealer technician training or instructor staffing services to manufacturers. UTI works closely with multiple original equipment manufacturers and industry brand partners to understand their needs for qualified service professionals. Concorde Career Colleges (“Concorde”): Concorde operates 17 campuses located in eight states and online, offering degree, non-degree, certificate and continuing education programs in the allied health, dental, nursing, patient care and diagnostic fields. The Company has designated campuses that offer degree granting programs “Concorde Career College;” where allowed by State regulation. The remaining campuses are designated as “Concorde Career Institute.” Concorde believes in preparing students for their healthcare careers with practical, hands-on experiences including opportunities to learn while providing care to real patients. Prior to graduation, students will complete a number of hours in a clinical setting or externship, depending upon their program of study. We acquired Concorde on December 1, 2022. See Note 4 on “Acquisitions” for additional information. “Corporate” includes corporate related expenses that are not allocated to the UTI or Concorde reportable segments. Additional information about our reportable segments is presented in Note 22. Our primary source of revenues is currently 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 2 on “Summary of Significant Accounting Policies - Concentration of Risk” and Note 23 on “Government Regulation and Financial Aid.” Note 2 - Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, the proprietary loan program, allowance for credit losses, investments, property and equipment, goodwill recoverability, self-insurance claim liabilities, income taxes, contingencies and stock-based compensation. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results of our analysis form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and the impact of such differences may be material to our consolidated financial statements. F-12 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) Fair Value of Financial Instruments The carrying value of cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, deferred tuition, and debt approximates their respective fair value as of September 30, 2024 and 2023 due to the short-term nature of these instruments or variable interest rates which approximate market rates. Restricted Cash Restricted cash includes funds held as collateral for certain of the surety bonds that our insurers issue on behalf of our campuses and admissions representatives with multiple states which are required to maintain authorization to conduct our business, funds transferred in advance of loan purchases under the proprietary loan program and funds held for students from Title IV financial aid program funds that result in credit balances on a student’s account. Additionally, we have letters of credit with some of our landlords in connection with leased campuses. Proprietary Loan Program In order to provide funding for students who are not able to fully finance the cost of their education under traditional governmental financial aid programs, commercial loan programs or other alternative sources, we established a private loan program with a bank. This program is currently offered to students at our UTI schools. Through the proprietary loan program, the bank originates the loans to the students who participate in this program for a portion of their tuition. Based on historical collection rates, we can demonstrate that 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 this collection rate. Under the terms of the proprietary loan program, the bank originates loans for our selected UTI students who meet specific criteria with the related proceeds used exclusively to fund a portion of their tuition. We then purchase all such loans from the bank at least monthly and assume all of the related credit risk. The loans bear interest at market rates ranging from approximately 6 % to 10 %; however, principal and interest payments are not required until six months after the student completes or withdraws from his or her program. After the deferral period, monthly principal and interest payments are required over the related term of the loan. Current repayment terms are generally up to 10 years. The bank provides these services in exchange for a fee at a percentage of the principal balance of each loan and related fees. Under the terms of the related agreement, we transfer funds for loan purchases to a deposit account with the bank in advance of the bank funding the loan, which secures our related loan purchase obligation. Such funds are classified as restricted cash on our consolidated balance sheets. All related expenses incurred with the bank or other service providers are expensed as incurred within educational services and facilities expense in the consolidated statements of operations and were approximately $ 1.2 million, $ 1.0 million, and $ 1.1 million for the years ended September 30, 2024, 2023, and 2022, respectively. The portion of tuition revenue related to the proprietary loan program is considered a form of variable consideration. We estimate the amount we ultimately expect to collect from the portion of tuition that is funded by the proprietary loan program, resulting in a note receivable. These amounts are presented as “Notes receivable, current portion” and “Notes receivable, less current portion” on our consolidated balance sheets. Estimating the collection rate requires significant management judgment. Our estimated collection rate includes historical collections from the past ten years as we determined that such population best represents our current expected collections and aligns with the typical term of the loan. The estimated amount is determined at the inception of the contract, and we recognize the related revenue as the student progresses through school. As the loan is repaid, after graduation typically, the amount reserved based on the collection rate is reduced and additional revenue could be recognized. Each reporting period, we update our assessment of the variable collection rate associated with the proprietary loan program. Retail Installment Contract Receivables Both Concorde and UTI offer certain students retail installment contracts as a payment vehicle for the portion of the tuition that is not covered by federal student financial aid or other funding sources. The retail installment contracts are due from current and former students, are generally due over a period of up to five years , and bear interest at market rates ranging from F-13 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) 0 percent to 15 percent. Starting in fiscal year 2023, retail installment contracts are being issued at interest rates between 0 percent to 9 percent. Due to the fact that there is no interest imposed on certain of the retail installment contracts, primarily while students are actively completing their selected programs, we calculate the imputed interest expense on the retail installment contracts. However, the imputed interest expense is not considered material for such retail installment contracts. Retail installment contract receivables are recorded at amortized cost less an allowance for credit losses that are not expected to be recovered. The allowance for credit losses is recognized at inception and is reassessed each reporting period. The short-term portion of the retail installment contract receivable and related allowance for credit losses are included in “Receivables, net” while the long-term portion of the retail installment contract receivable and related allowance for credit losses is presented in “Other assets” on our consolidated balance sheets. Allowance for Credit Losses We maintain an allowance for credit losses for expected credit losses resulting from the inability, failure or refusal of our students to make required payments. As previously noted, we offer a variety of payment plans to help students pay the portion of their education expenses not covered by financial aid programs or alternate fund sources, which are unsecured and not guaranteed. Management analyzes accounts receivable, historical percentages of uncollectible accounts, customer credit worthiness and changes in payment history when evaluating the adequacy of the allowance for credit losses. We use an internal group of collectors, augmented by third party collectors as deemed appropriate, in our collection efforts. Although we believe that our allowance is adequate, if the financial condition of our students deteriorates, resulting in their ability to make payments, or if we underestimate the allowances required, additional allowances may be necessary, which would result in increased selling, general and administrative expenses in the period such determination is made. Property and Equipment Property, equipment and leasehold improvements are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization expense are calculated using the straight-line method over the estimated useful lives of the related assets. Amortization of leasehold improvements is calculated using the straight-line method over the remaining useful life of the asset or term of lease, whichever is shorter. Costs relating to software developed for internal use and curriculum development are capitalized and amortized using the straight-line method over the related estimated useful lives. Such costs include direct costs of materials and services, as well as payroll and related costs for employees who are directly associated with the projects. Maintenance and repairs are expensed as incurred. We review the carrying value of our property and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. We evaluate our long-lived assets for impairment by examining estimated future cash flows. These cash flows are evaluated by using probability weighting techniques as well as comparisons of past performance against projections. Assets may also be evaluated by identifying independent market values. If we determine that an asset’s carrying value is impaired, we will write-down the carrying value of the asset to its estimated fair value and record the impairment as an operating expense in the period in which the determination is made. There were no impairment charges recorded for property and equipment for the years ended September 30, 2024, 2023 and 2022. Goodwill and Intangible Assets Our goodwill balance of $ 28.5 million as of September 30, 2024 resulted from our MMI, MIAT and Concorde acquisitions. Goodwill represents the excess of the cost of an acquired business over the estimated fair values of the assets acquired and liabilities assumed. We also have both indefinite and definite-lived intangible assets, which primarily consist of purchased intangibles such as accreditations and regulatory approvals, trademarks and trade names, and curriculum. 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. 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 Topic 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. If we conclude that it is more F-14 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) 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 for goodwill to compare the estimated fair value of the reporting unit to the carrying value of its net assets. An impairment charge is recorded in an amount equal to the excess of the carrying amount over its estimated fair value, limited to the total amount of goodwill allocated to the reporting unit. 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. Determining the fair value of a reporting unit or 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 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. Based on our qualitative assessment, there were no indicators of impairment for our goodwill or indefinite-lived intangible assets as of September 30, 2024. See Note 9 and Note 10 for additional details on our goodwill and intangible assets. Self-Insurance Plans We are self-insured for claims related to employee health and dental care and claims related to workers’ compensation. Liabilities associated with these plans are estimated by management with consideration of our historical loss experience, severity factors and independent actuarial analysis. Our claim liabilities are based on estimates, and while we believe the amounts accrued are adequate, the ultimate losses may differ from the amounts provided. Our recorded liability related to self-insurance plans was $ 4.8 million as of September 30, 2024 and are included in accrued compensation and benefits within “Accounts payable and accrued expenses”. Leases We lease the majority of our administrative and educational facilities under operating lease agreements. ASC Topic 842, Leases (“ASC 842”) requires lessees to recognize a right-of-use (“ROU”) asset and a lease liability on the balance sheet for substantially all leases, with the exception of short-term leases which are defined as those less than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the statements of operations. To determine if a contract is or contains a lease, we consider whether (1) explicitly or implicitly identified assets have been deployed in the contract and (2) we obtain substantially all of the economic benefits from the use of that underlying asset and direct how and for what purpose the asset is used during the term of the contract. If we determine a contract is, or contains, a lease, we assess whether the contract contains multiple lease components. We consider a lease component to be separate from other lease components in the contract if (a) we can benefit from the right of use either on its own or together with other resources that are readily available to us and (b) the right of use is neither highly dependent on nor highly interrelated with the other right(s) to use underlying assets in the contract. In contracts involving the use of real estate, we separate the right to use land from other underlying assets unless the effect of separating the land is insignificant to the resulting lease accounting. We have elected to account for the lease and non-lease components as a single lease component. 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 consolidated statements of operations, with the exception of interest on finance lease liabilities, which is included in “Interest expense.” For all our leases the discount rate implicit in the lease is not readily determinable. Therefore, we use our incremental borrowing rate for each lease to determine the present value of the lease. We calculate the incremental borrowing rate F-15 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) applicable to each lease through a model that represents the rate of interest we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The incremental borrowing rate applied to each lease is based on the remaining term of the lease. See Note 11 for additional disclosures on our leases. Derivative Financial Instruments On occasion, we may use interest rate swaps to manage interest rate risk and limit the impact of future interest rate changes on earnings and cash flows, primarily with variable-rate debt. We recognize all derivatives at fair value within the line items “Other current assets,” “Other assets,” “Other current liabilities,” and “Other liabilities” on the consolidated balance sheets. Management reviews our derivative positions and overall risk management strategy on a regular basis. We only enter into transactions that we believe will be highly effective at offsetting the underlying risk, and we do not use derivatives for trading or speculative purposes. We may choose to designate our derivative financial instruments, which are generally interest rate swaps, to hedge future interest payments on variable debt. At inception of the transaction, we formally designate and document the derivative financial instrument as a hedge of a specific underlying exposure, the risk management objective, and strategy for undertaking the hedge transaction. We formally assess both at inception and at least quarterly thereafter, the effectiveness of our hedging transactions. Due to the high degree of effectiveness between the hedging instruments and the underlying exposures hedged, fluctuations in the value of the derivative financial instruments will generally be offset by the changes in the cash flows or fair value of the underlying exposures being hedged. Changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recorded in “Accumulated other comprehensive income” on the 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” and reclassify it to “Interest expense” in the 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” is recognized in “Interest expense” in the consolidated statements of operations. See Note 14 for additional disclosures related to our derivative financial instruments. Revenue Recognition 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 Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts from Customers (“ASC 606”). Tuition and fee revenue is recognized ratably over the term of the course or program offered. Approximately 99 % of our revenues for each of the years ended September 30, 2024, 2023 and 2022, respectively, consisted of gross tuition. See Note 5 for further information on our revenues. Advertising and Marketing Costs Costs related to advertising and marketing are expensed as incurred and totaled approximately $ 78.3 million, $ 72.2 million, and $ 54.5 million for the years ended September 30, 2024, 2023, and 2022, respectively. Stock-Based Compensation We issue stock-based compensation awards to certain members of management as well as our non-employee directors. We granted restricted stock units with service only conditions (“RSUs”) and restricted stock units with both service and performance conditions (“Performance PSUs”) during the year ended September 30, 2024. We granted RSUs and restricted stock units with service, performance, and market conditions (“Market PSUs”) during the years ended September 30, 2023 and 2022. We did not grant any stock options during the years ended September 30, 2024, 2023 or 2022. Shares issued under our equity compensation plans are new shares. F-16 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) Compensation expense associated with RSUs is measured based on the grant date fair value of our common stock and recognized on straight-line basis over the requisite service period, which is generally the vesting period. The fair value of Performance PSUs is measured based on the grant date fair value of our common stock. We estimate the fair value of Market PSUs using a Monte Carlo simulation which requires assumptions for expected volatility, risk-free rates of return, and dividend yields. Expected volatilities are derived using a method that calculates historical volatility over a period equal to the length of the measurement period. We use a risk-free rate of return that is equal to the yield of a zero-coupon U.S. Treasury bill that is commensurate with each measurement period, and we assume that any dividends paid were reinvested. For Performance PSUs and Market PSUs (collectively “PSUs”), actual results against the performance condition are measured at the end of the performance period, which typically coincides with the vesting period. The fair value of the PSUs is amortized on a straight-line basis over the requisite service period based upon the fair market value on the date of grant, adjusted on a quarterly basis for the anticipated or actual achievement against the established performance condition. Stock-based compensation expense of $ 8.6 million, $ 3.8 million and $ 4.4 million was recorded for the years ended September 30, 2024, 2023 and 2022, respectively. The tax benefit related to stock-based compensation recognized was $ 2.1 million, $ 1.0 million, and $ 1.1 million for the years ended September 30, 2024, 2023 and 2022, respectively. See Note 19 for further discussion. Income Taxes We recognize deferred tax assets and liabilities for the estimated future tax consequences of events attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We also recognize deferred tax assets for net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to be recovered or settled. Deferred tax assets are reduced through a valuation allowance if it is more likely than not that the deferred tax assets will not be realized. See Note 15 for additional details. Concentration of Risk Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash, and receivables. We do also on occasion invest in short-term held-to-maturity investments. We place our cash and cash equivalents and restricted cash with high quality financial institutions and limit the amount of credit exposure with any one financial institution. As of September 30, 2024, we held cash and cash equivalents of $ 161.9 million and restricted cash of $ 5.6 million. There were no short-term held-to-maturity investments outstanding as of September 30, 2024. We extend credit for tuition and fees, for a limited period of time, to a majority of our students. A substantial portion is repaid through the student’s participation in federally funded financial aid programs. Transfers of funds from the financial aid programs to us are made in accordance with the U.S. Department of Education (“ED”) requirements. Approximately 78 % of our revenues, on a cash basis, were collected from funds distributed under Title IV Programs and various veterans’ benefits programs for the year ended September 30, 2024 as calculated under the 90/10 rule. The financial aid and veterans’ benefits programs are subject to political and budgetary considerations. There is no assurance that such funding will be maintained at current levels. Extensive and complex regulations govern the financial assistance programs in which our students participate. Our administration of these programs is periodically reviewed by various regulatory agencies. Any regulatory violation could be the basis for the initiation of potential adverse actions, including a suspension, limitation, placement on reimbursement status or termination proceeding, which could have a material adverse effect on our business. ED and other regulators have increased the frequency and severity of their enforcement actions against postsecondary schools which have resulted in the imposition of material liabilities, sanctions, letter of credit requirements and other restrictions and, in some cases, resulted in the loss of schools’ eligibility to receive Title IV funds or in closure of the schools. F-17 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) If any of our institutions were to lose its eligibility to participate in federal student financial aid programs, the students at that institution would lose access to funds derived from those programs and would have to seek alternative sources of funds to pay their tuition and fees. Students obtain access to federal student financial aid through an ED prescribed application and eligibility certification process. Student financial aid funds are generally made available to students at prescribed intervals throughout their predetermined expected length of study. Students typically apply the funds received from the federal financial aid programs to pay their tuition and fees. The transfer of funds is from the financial aid program to the student, who then uses those funds to pay for a portion of the cost of their education. The receipt of financial aid funds reduces the student’s amounts due to us and has no impact on revenue recognition, as the transfer relates to the source of funding for the costs of education, which may occur either through Title IV or other funds and resources available to the student. Reclassifications During fiscal 2023, in coordination with the integration of Concorde, we began to reassess our operating model to determine the optimal structure to achieve future growth goals and support the business. In furtherance of the foregoing, we executed an internal reorganization of our operations to fully transition our operating and reporting model to support a multi-divisional business. Each of the reportable segments now has dedicated accounting, finance, information technology, and human resources teams. Additionally, certain human resources and information technology costs that benefit the entire organization are now allocated across the UTI, Concorde and Corporate segments each period based upon relative headcount. As a result, additional costs have moved from the Corporate segment into the UTI segment and to a lesser extent the Concorde segment, as resources were redirected to support each segment’s objectives. Due to these changes in allocation methodology, the segment disclosures in Note 22 for the and year ended September 30, 2023 and 2022 have been recast from the prior years presentation for comparability to the current year presentation. Note 3 - Recent Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) and the SEC periodically issue new accounting standards or disclosure requirements in a continuing effort to improve standards of financial accounting and reporting. We have reviewed the recently issued pronouncements and concluded the following new accounting standard updates (“ASU”) or SEC rules apply to us. Effective in Fiscal 2025 In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which provides updates to qualitative and quantitative reportable segment disclosure requirements, including enhanced disclosures about significant segment expenses and increased interim disclosure requirements, among others. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and the amendments should be applied retrospectively. This ASU will be effective for our Form 10-K for fiscal 2025 and our Form 10-Q for the first quarter of fiscal 2026. We are currently evaluating the impact this ASU may have on our financial statement disclosures. Effective in Fiscal 2026 In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied prospectively; however, retrospective application is also permitted. This ASU will be effective for our Form 10-K for fiscal 2026. We are currently evaluating the impact this ASU may have on our financial statement disclosures. Effective in Fiscal 2027 In March 2024, the SEC issued final rules to enhance public company disclosures related to the risks and impacts of climate-related matters. In April 2024, the SEC voluntarily stayed the new rules as a result of pending legal challenges. The new rules, if adopted, include requirements to disclose Scope 1 and Scope 2 greenhouse gas emissions and other climate-related F-18 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) topics in annual reports and registration statements, when material. Disclosure requirements will begin phasing in for our Form 10-K for fiscal 2027. We are currently evaluating the impact this rule may have on our financial statement disclosures. Effective in Fiscal 2028 In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses , which requires additional disclosure of certain amounts included in the expense captions presented on the statement of operations, as well as disclosures about selling expenses. The ASU is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted for annual financial statements that have not yet been issued. We are currently evaluating the impact this ASU may have on our financial statement disclosures. Note 4 - Acquisitions Concorde Career Colleges On December 1, 2022, we completed the acquisition of Concorde. Concorde operates 17 campuses across eight states with approximately 7,600 students, and offers its programs via in-person, hybrid and online formats. Concorde offers more than 20 programs across the allied health, dental, nursing, patient care, and diagnostic fields. The acquisition expands our portfolio of offerings into the higher-growth healthcare arena and creates the opportunity to bring workforce educational solutions to a broader array of students and employers. Under the terms of the Stock Purchase Agreement (the “Purchase Agreement”), dated May 3, 2022, by and among the Company, 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, we acquired all of the issued and outstanding shares of capital stock of Concorde for a base purchase price of $ 50.0 million, less $ 1.9 million of net adjustments including the post-closing working capital adjustment, for total cash consideration paid of $ 48.1 million. As a result of the transactions contemplated by the Purchase Agreement, Concorde is now a wholly-owned subsidiary of the Company. We funded the consideration paid for Concorde by the Revolving Credit Facility entered into on November 18, 2022. See Note 13 for further details on the Revolving Credit Facility. In connection with the acquisition, we incurred total transaction costs of $ 5.3 million, of which $ 3.0 million was incurred during the year ended September 30, 2022 and $ 2.3 million was incurred during the year ended September 30, 2023. These costs are included in “Selling, general and administrative” expenses in the consolidated statements of operations for the applicable period. Allocation of the purchase price Under the acquisition method of accounting, the total purchase price was allocated to the identifiable assets acquired and the liabilities assumed based on our valuation estimates of the fair values as of the acquisition date. As of December 1, 2023, the fair value and the purchase price allocation are considered final. The final allocation of the purchase price at December 1, 2022 is summarized as follows: Assets acquired: Cash and cash equivalents $ 30,064 Restricted cash 1,689 Accounts receivable, net 6,800 Prepaid expenses 2,957 Other current assets 827 Property and equipment 23,238 Right-of-use assets for operating leases 71,153 F-19 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) Goodwill 11,600 Intangible assets 5,400 Deferred tax assets 5,112 Other assets 4,997 Total assets acquired $ 163,837 Less: Liabilities assumed Accounts payable and accrued expenses $ 15,482 Deferred revenue 20,145 Operating lease liability, current portion 10,011 Long-term debt, current portion (1) 807 Other current liabilities 208 Long-term debt (1) 5,468 Operating lease liability 63,582 Total liabilities assumed 115,703 Net assets acquired $ 48,134 (1) Long-term debt consists of one lease classified as a finance lease under ASC 842. Since September 30, 2023, we further adjusted the purchase price allocation by approximately $ 0.1 million for income taxes receivable and approximately $ 0.6 million for deferred income taxes due to completing and filing the final stub period income tax return for Concorde, which results in a $ 0.7 million adjustment to property and equipment. These adjustments did not have a material impact on the financial statements since the date of acquisition. The amount allocated to goodwill of $ 11.6 million represents the acquired assembled workforce. None of the goodwill is expected to be deductible for tax purposes. Factors that contributed to a purchase price resulting in the recognition of goodwill include Concorde’s strategic fit into our growth and diversification strategy, which is focused on offering a broader array of high-quality, in-demand workforce education solutions which both prepare students for a variety of careers in fast-growing fields and help close the country's skills gap by leveraging key industry partnerships. 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 property and equipment was estimated using the cost and market approaches as of the valuation date. The fair value of the leases were estimated using the income and market approaches to determine if there was any favorable or unfavorable terms in place. The intangible assets acquired, which primarily consist 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, all of which are considered level 3 as defined in Note 7. The accreditations and regulatory approvals were valued using the multi-period 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. F-20 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) The table below presents the final summary of the intangible assets acquired and the useful lives of these assets: Intangible Asset Useful life Amount Accreditations and regulatory approvals Indefinite $ 3,500 Trademarks and trade names 10 years 500 Curriculum 5 years 1,400 Total $ 5,400 See Note 9 and Note 10 and for additional details on goodwill and intangible assets. Student receivables When financial assets are acquired in connection with a business combination, we evaluate whether those acquired financial assets have experienced a more-than-insignificant deterioration in credit quality since origination. Financial assets acquired with evidence of such credit deterioration are referred to as purchased credit deteriorated (“PCD”) assets and reflect the acquirer’s assessment at the acquisition date. The student receivables acquired in the Concorde acquisition were reviewed to determine if any had experienced a more-than-insignificant deterioration in credit quality since origination. Student receivables of approximately $ 2.3 million met the established criteria to indicate a more-than insignificant deterioration in credit quality and were identified as PCD assets. Using our best estimate of projected losses over the term of the contracts, we calculated an allowance for credit losses on these PCD assets of approximately $ 1.0 million. Pro forma financial information The following unaudited pro forma financial information summarizes our results of operations as though the acquisition occurred on October 1, 2020: Twelve Months Ended September 30, 2023 September 30, 2022 Revenue $ 643,429 $ 618,949 Net income 12,749 28,173 The unaudited pro forma financial information includes adjustments to reflect the additional amortization that would have been charged assuming the fair value adjustments to intangible assets and the finance lease asset had been applied from October 1, 2020, with the related tax effects. The unaudited pro forma financial information also includes adjustments to reflect the additional interest expense on the Revolving Credit Facility issued to fund the acquisition (see Note 13). Lastly, the unaudited pro forma financial information includes adjustments to reflect the reduction in depreciation expense assuming the fair value adjustments to property and equipment assets had been applied from October 1, 2020. This unaudited pro forma financial information is for informational purposes only. It does not reflect the integration of the business or any synergies or incremental costs that may result from the acquisition. As such, it is not indicative of the results of operations that would have been achieved had the acquisition been consummated on October 1, 2020. In addition, the unaudited pro forma financial information amounts are not indicative of future operating results. MIAT College of Technology On November 1, 2021, using available operating cash, we acquired all of the issued and outstanding shares of capital stock of MIAT for $ 26.0 million base purchase price plus $ 2.8 million working capital surplus for total cash consideration paid of $ 28.8 million. 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, and welding disciplines. F-21 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) In connection with this acquisition, we incurred total transaction costs of $ 1.7 million of which $ 0.9 million were incurred during the year ended September 30, 2022 and $ 0.8 million during the year ended September 30, 2021. These costs are included in “Selling, general and administrative” expenses in the consolidated statements of operations for the applicable period. The final 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 9 for additional details on goodwill. The accreditations and regulatory approvals were valued using the MPEEM under the income approach. The trademarks and trade names were valued using the relief from royalty method. The curriculum was valued using the cost approach. The table below presents a summary of the intangible assets acquired and the useful lives of these assets: Intangible Asset Useful life Amount Accreditations and regulatory approvals Indefinite $ 12,800 Trademarks and trade names (1) Indefinite 3,000 Curriculum 5 years 400 Total $ 16,200 (1) During the fourth quarter of 2022, in conjunction with our growth and diversification initiatives, we completed a branding study and determined that the useful life of the MIAT trademarks and trade name was no longer indefinite, and a four-year finite useful life was more appropriate. We completed the required impairment testing when changing from an indefinite to a finite useful life for an intangible asset and determined that the carrying value of the MIAT trademarks F-22 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) and trade name exceeded its fair value. We determined the fair value of intangible asset to be $ 1.0 million as of September 30, 2022 using the relief from royalty method and recorded an intangible asset impairment charge of $ 2.0 million during the year ended September 30, 2022. During the fourth quarter of 2024, we determined it would be appropriate to further shorten the remaining useful life by one year of this trade name given the Company’s rebranding plans. Pro forma financial information is not presented as revenues and earnings of MIAT were not material to our consolidated statements of operations. MIAT is included in the “UTI” reportable segment disclosed in Note 22 on Segments. Note 5 - Revenue from Contracts with Customers Nature of Goods and Services As previously described in Note 2, revenues across the UTI and Concorde segments 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 the UTI programs are designed to be completed in 30 to 100 weeks. The UTI advanced training programs range from 8 to 26 weeks in duration and are completed subsequent to satisfying the core UTI program requirements. UTI also provides dealer technician training or instructor staffing services to manufacturers. The majority of Concorde’s short and core programs are 8 to 36 weeks in duration and are billed in full at the start of the program. Clinical programs are 60 to 90 week programs that are billed by academic term. Revenues for both divisions are recognized as transfer of the services occurs. In addition to revenue from tuition and fees, UTI and Concorde derive supplemental revenues from 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 consolidated balance sheets because it is expected to be earned within the next 12 months. All of our revenues are generated within the United States. The impact of economic factors on the nature, amount, timing and uncertainty of revenue and cash flows is consistent across our various programs for both the UTI and Concorde segments. See Note 22 for disaggregated segment revenue information. Revenues from our Proprietary Loan Program As previously described in Note 2, certain UTI students participate in a proprietary loan program that extends repayment terms for their tuition beyond the time that they are in school. We purchase said loans from the lender. Based on historical collection rates, we believe at least a portion of these loans are collectible. Accordingly, we recognize tuition and loan origination fees financed by the loan and any related interest revenue as variable consideration under the effective interest method required by 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. 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. We do not have any contract assets that have not transferred to a receivable for either of the reporting periods. 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. F-23 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) The following table provides information about receivables and deferred revenue resulting from our enrollment agreements with students: September 30, 2024 2023 Receivables (1) $ 72,080 $ 59,863 Deferred revenue 92,538 85,738 (1) Receivables, net of allowances, includes tuition receivables, retail installment contract receivables and notes receivable, both current and long term. During the year ended September 30, 2024, the deferred revenue balance included decreases for revenues recognized during the period, offset by increases related to new students who started their training programs during the period. Note 6 - Receivables, net Receivables, net consist of the following: September 30, 2024 2023 Tuition and fees receivables $ 35,290 $ 29,616 Tax receivables 2,333 740 Other receivables 3,849 3,858 Total receivables 41,472 34,214 Less: allowance for credit losses ( 10,376 ) ( 9,053 ) Receivables, net $ 31,096 $ 25,161 The allowance for credit losses is estimated using our expected uncollectible loss rate applied to the receivable balances for students who are no longer attending school due to graduation or withdrawal or who are in school and have receivable balances in excess of financial aid available to them. We write off receivable balances against the allowance for credit losses at the time we transfer the balance to a third-party collection agency. The following table summarizes the activity for our allowance for credit losses for the years ended September 30, 2024, 2023 and 2022: Year Ended September 30, 2024 2023 2022 Balance at beginning of period $ 9,053 $ 5,634 $ 2,787 Additions due to opening balance of Concorde acquisition — 6,740 — Additions due to opening balance of MIAT acquisition — — 1,682 Provision for credit losses 7,547 3,319 2,510 Write-offs of credit losses, net of recoveries ( 6,224 ) ( 6,640 ) ( 1,345 ) Balance at end of period $ 10,376 $ 9,053 $ 5,634 The long-term portion of the retail installment contract receivables and related allowance for credit losses is presented in “Other assets” on our consolidated balance sheets and consists of the following: September 30, 2024 2023 Long-term receivables $ 8,461 $ 5,927 Less: allowance for credit losses ( 1,956 ) ( 1,445 ) Long-term receivables, net $ 6,505 $ 4,482 F-24 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) Note 7 - 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 September 30, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Money market funds (1) $ 94,772 $ 94,772 $ — $ — Notes receivable (2) 42,467 — — 42,467 Total assets at fair value on a recurring basis $ 137,239 $ 94,772 $ — $ 42,467 Revolving credit facility and term loans (3) 121,319 — 121,319 — Total liabilities at fair value on a recurring basis $ 121,319 $ — $ 121,319 $ — Fair Value Measurements Using September 30, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Money market funds (1) $ 29,687 $ 29,687 $ — $ — Notes receivable (2) 36,663 — — 36,663 Total assets at fair value on a recurring basis $ 66,350 $ 29,687 $ — $ 36,663 Revolving credit facility and term loans (3) 156,991 — 156,991 — Total liabilities at fair value on a recurring basis $ 156,991 $ — $ 156,991 $ — (1) Money market funds and other highly liquid investments with maturity dates less than 90 days are reflected as “Cash and cash equivalents” on our consolidated balance sheets as of September 30, 2024 and 2023. (2) Notes receivable relate to the proprietary loan program and are reflected as “Notes receivable, current portion” and “Notes receivable, less current portion” on our consolidated balance sheets as of September 30, 2024 and 2023. See Note 2 for further discussion over the proprietary loan program. (3) The revolving credit facility and term loans bear interest at rates commensurate with market rates, and therefore, the respective carrying values approximate fair value (Level 2). F-25 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) Note 8 - Property and Equipment, net Property and equipment, net consisted of the following: Depreciable Lives (in years) September 30, 2024 2023 Land — $ 25,601 $ 25,601 Building and building improvements 3 - 30 165,667 160,920 Leasehold improvements 1 - 20 94,473 87,525 Training equipment 3 - 10 119,171 110,292 Office and computer equipment 3 - 10 36,454 37,251 Curriculum development 3 - 5 5,127 2,478 Software developed for internal use 1 - 5 13,045 12,573 Vehicles 5 1,546 1,406 Right-of-use assets for finance leases 15 5,603 5,603 Construction in progress — 6,314 9,061 473,001 452,710 Less: accumulated depreciation and amortization ( 208,204 ) ( 186,364 ) Property and equipment, net $ 264,797 $ 266,346 Depreciation expense related to property and equipment was $ 28.6 million and $ 24.6 million for years ended September 30, 2024 and 2023, respectively. Note 9 - Goodwill Our goodwill balance of $ 28.5 million as of September 30, 2024 and 2023 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 for the years ended September 30, 2024 and 2023 are presented in the table below. Year ended September 30, 2024 2023 Balance at beginning of period $ 28,459 $ 16,859 Additions to goodwill for acquisition of Concorde $ — $ 11,600 Balance at end of period $ 28,459 $ 28,459 Of the $ 28.5 million recorded as goodwill as of September 30, 2024 and 2023, $ 16.9 million relates to the UTI reporting unit and $ 11.6 million relates to the Concorde reporting unit. Note 10 - 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 September 30, 2024: Gross Carrying Value Accumulated Amortization Net Book Value Weighted Average Remaining Useful Life (Years) Accreditations and regulatory approvals $ 16,300 $ — $ 16,300 Indefinite Trademarks, trade names and other 1,942 ( 1,066 ) 876 4.33 Curriculum 1,800 ( 747 ) 1,053 3.00 Total $ 20,042 $ ( 1,813 ) $ 18,229 3.60 F-26 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) The following table provides the gross carrying value, accumulated amortization, net book value and remaining useful life for those intangible assets that were subject to amortization as of September 30, 2023: Gross Carrying Value Accumulated Amortization Net Book Value Weighted Average Remaining Useful Life (Years) Accreditations and regulatory approvals $ 16,300 $ — $ 16,300 Indefinite Trademarks, trade names and other 1,942 ( 680 ) 1,262 5.17 Curriculum 1,800 ( 387 ) 1,413 3.98 Total $ 20,042 $ ( 1,067 ) $ 18,975 4.54 Amortization expense for the year ended September 30, 2024, 2023, and 2022 was $ 0.7 million, $ 0.6 million, and $ 0.1 million, respectively. Intangible assets subject to amortization as of September 30, 2024, will be amortized as follows: 2025 2026 2027 2028 2029 Thereafter Estimated future amortization expense $ 877 $ 410 $ 337 $ 97 $ 50 $ 158 Of the $ 18.2 million net book value recorded as intangible assets as of September 30, 2024, $ 4.8 million relates to the Concorde asset group and $ 13.4 million relates to the UTI asset group. The weighted average remaining useful lives are calculated based on the net book value and the remaining amortization period of each respective intangible asset. Note 11 - Leases As of September 30, 2024, we have facility leases at 29 of our 33 campuses and two non-campus locations under non-cancelable operating or finance leases, some of which contain escalation clauses and requirements to pay other fees associated with the leases. Our facility leases have original lease terms ranging from 5 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 September 30, 2024, 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 consolidated balance sheets. The components of lease expense during the years ended September 30, 2024, 2023, and 2022 are presented below. The operating lease expense excludes expense for short-term leases not accounted for under ASC 842, which was not significant for the years ended September 30, 2024, 2023, or 2022. Year ended September 30, Lease Expense 2024 2023 2022 Operating lease expense $ 30,394 $ 29,450 $ 22,424 Finance lease expense: Amortization of leased assets 908 779 72 Interest on lease liabilities 311 296 2 Variable lease expense 10,805 8,725 5,469 Sublease income ( 118 ) ( 114 ) ( 155 ) Total net lease expense $ 42,300 $ 39,136 $ 27,812 F-27 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) Supplemental balance sheet, cash flow and other information related to our leases was as follows: September 30, Leases Classification 2024 2023 Assets: Operating lease assets Right-of-use assets for operating leases $ 158,778 $ 176,657 Finance lease assets Property and equipment, net (1) 3,937 4,846 Total leased assets $ 162,715 $ 181,503 Liabilities: Current Operating lease liabilities Operating lease liability, current portion $ 22,210 $ 22,481 Finance lease liabilities Long-term debt, current portion 934 844 Noncurrent Operating lease liabilities Operating lease liability 146,831 165,026 Finance lease liabilities Long-term debt 3,834 4,757 Total lease liabilities $ 173,809 $ 193,108 (1) The finance lease assets and liabilities as of September 30, 2024 consisted of one facility lease. Finance lease assets are recorded net of accumulated amortization of $ 1.7 million and $ 0.8 million as of September 30, 2024 and 2023, respectively. September 30, Lease Term and Discount Rate 2024 2023 Weighted-average remaining lease term (in years): Operating leases 7.14 7.91 Finance leases 4.33 5.33 Weighted average discount rate: Operating leases 4.87 % 4.76 % Finance leases 6.02 % 6.02 % Year ended September 30, Supplemental Disclosure of Cash Flow Information and Other Information 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 22,449 $ 20,474 $ 13,952 Financing cash flows from finance leases 845 696 73 Non-cash activity related to lease liabilities: Lease assets obtained in exchange for new operating lease liabilities $ 3,982 $ 4,568 $ 3,313 F-28 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) Maturities of lease liabilities were as follows: As of September 30, 2024 Years ending September 30, Operating Leases Finance Leases 2025 $ 29,712 $ 1,190 2026 30,059 1,226 2027 28,565 1,263 2028 26,743 1,301 2029 26,032 439 2030 and thereafter 58,837 — Total future minimum lease payments 199,948 5,419 Less: interest ( 30,907 ) ( 651 ) Present value of lease liabilities 169,041 4,768 Less: current lease liabilities ( 22,210 ) ( 934 ) Long-term lease liabilities $ 146,831 $ 3,834 Note 12 - Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following: September 30, 2024 2023 Accounts payable $ 26,273 $ 14,438 Accrued compensation and benefits 35,660 36,332 Accrued tool sets 4,807 4,096 Other accrued expenses 17,126 15,075 Accounts payable and accrued expenses $ 83,866 $ 69,941 Note 13 - Debt September 30, 2024 September 30, 2023 Interest Rate Maturity Date Carrying Value of Debt (6) Carrying Value of Debt (6) Revolving Credit Facility (1) 6.81 % Nov 2027 $ 56,000 $ 90,000 Avondale Term Loan (2) 7.24 % May 2028 28,390 29,251 Lisle Term Loan (3) 7.20 % Apr 2029 36,929 37,740 Finance lease (4) 6.02 % Jan 2029 4,768 5,601 Total debt 126,087 162,592 Debt issuance costs presented with debt (5) ( 383 ) ( 475 ) Total debt, net 125,704 162,117 Less: current portion of long-term debt ( 2,697 ) ( 2,517 ) Long-term debt $ 123,007 $ 159,600 (1) Interest on the Revolving Credit Facility (as defined below) accrues at annual rate equal to Term SOFR plus a margin of 1.85 %. (2) Interest on the Avondale Term Loan (as defined below) accrues at annual rate equal to Term SOFR plus 2.0 % and a tranche adjustment of 0.046 %. F-29 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) (3) Interest on the Lisle Term Loan (as defined below) accrues at annual rate equal to the Term SOFR plus 2.0 %. (4) The finance lease balance as of September 30, 2024 is related to a facility lease with an annual interest rate of 6.02 % that matures in 2029. See Note 11 for additional details on our finance leases. (5) The unamortized debt issuance costs as of September 30, 2024 relate to the Avondale Term Loan and the Lisle Term Loan. (6) The Revolving Credit Facility, Avondale Term Loan, Lisle Term Loan and finance leases bear interest at rates commensurate with market rates, and therefore, the respective carrying values approximate fair value (Level 2). Revolving Credit Facility On November 18, 2022, we entered into a $ 100.0 million senior secured revolving credit facility with Fifth Third Bank (the “Credit Facility” or “Revolving Credit Facility”), which includes a $ 20.0 million sub facility that is available for letters of credit, for a term of three years . This agreement provides that borrowings under the Credit Facility will amortize on an interest-only basis during its term with principal able to be borrowed, re-paid and re-borrowed throughout the term of the Credit Facility and with the outstanding principal due and payable at maturity. Borrowings under the Credit Facility can bear interest at a variable rate of either (a) the greater of 3.50 % or the lender’s Prime rate or (b) either one-month or three-month Term SOFR plus an adjustment of 0.10 - 0.15 %. Any borrowings will also have an applicable margin that varies from 1.75 % up to 2.25 % based on our total leverage ratio at the time of the borrowing. In executing the Credit Facility, we incurred $ 0.5 million in debt issuance costs which have been recorded in “Other assets” on the consolidated balance sheets as of September 30, 2024. On November 28, 2022, we drew $ 90.0 million from the Credit Facility in support of the closing of the Concorde Acquisition. In December 2022, a $ 1.8 million letter of credit was issued on the Credit Facility, which expired in March 2024. On September 26, 2024, the Credit Facility was amended to increase the commitment amount to $ 125.0 million and extend the maturity date to November 30, 2027. We also have the option to request an increase of up to an additional $ 25.0 million, subject to the lender’s discretion to grant such increase. Under the amended agreement, advances made under the Credit Facility bear interest at per annum rate equal to (i) the Tranche Rate (Term SOFR), (ii) the Daily Simple SOFR rate, or (iii) the Base Rate. In each case a SOFR rate is selected, an applicable margin that varies from 1.85 % up to 2.35 %, based on our then-current total leverage ratio, is applied. In executing the amendment, we incurred $ 0.3 million in debt issuance costs which have been recorded in “Other assets” on the consolidated balance sheets as of September 30, 2024. During the year ended September 30, 2024, we made payments on the Credit Facility of $ 75.0 million and we received proceeds of $ 41.0 million at a base interest rate of 8.0 %. The remaining availability under the Credit Facility as of September 30, 2024 was $ 69.0 million. In October 2024, we used cash on hand to pay $ 5.0 million on the Credit Facility, which increased the availability under the Credit Facility to $ 74.0 million. It is likely that we will borrow from the Credit Facility in future periods based on future working capital or other needs. 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 banking 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”). Originally, the Avondale Term Loan bore interest at the rate of LIBOR plus 2.0 %. On April 3, 2023 in connection with applying the guidance in ASU 2020-04, we executed an amendment for our Avondale Term Loan to convert the stated rate from LIBOR to Term SOFR. As of April 3, 2023, the Avondale Term Loan bears interest at the rate of Term SOFR plus 2.0 % and a tranche rate adjustment of 0.046 %. 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, we entered into an interest rate swap agreement with the Avondale Lender. See Note 14 below for further discussion on the interest rate swap. F-30 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) Lisle Term Loan On April 14, 2022, our consolidated subsidiary, 2611 Corporate West Drive Venture LLC (the “Borrower”), entered into a new Loan Agreement (“Lisle Loan Agreement”) with Valley National Bank (the “Lisle Lender”), to fund the acquisition and retire the prior loan agreement with Western Alliance bank, via a term loan in the original principal amount of $ 38.0 million with a maturity of seven years (the “Lisle Term Loan”). The Lisle Term Loan bears interest at a rate of one-month Term SOFR plus 2.0 %. The Lisle Term Loan is secured by a mortgage on the Lisle, Illinois campus and is guaranteed by the Company. In connection with the Lisle Term Loan, we entered into an interest rate swap agreement. See Note 14 below for further discussion on the interest rate swap. Debt Covenants We are subject to certain customary affirmative and negative covenants under the Revolving Credit Facility, the Avondale Term Loan and the Lisle Term Loan. As of September 30, 2024, we were in compliance with all debt covenants. Debt Maturities Scheduled principal payments due on our debt for each year through the period ended September 30, 2029, and thereafter were as follows at September 30, 2024: Maturity Revolving Credit Facility & Term Loans Finance Leases Total 2025 $ 1,763 $ 934 $ 2,697 2026 1,837 1,029 2,866 2027 57,909 1,131 59,040 2028 26,610 1,239 27,849 2029 33,200 435 33,635 2030 and thereafter — — — Subtotal 121,319 4,768 126,087 Debt issuance costs presented with debt ( 383 ) — ( 383 ) Total $ 120,936 $ 4,768 $ 125,704 Note 14 - 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. See Note 2 for our derivative financial instruments policy. 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 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 “Avondale Swap”). On May 12, 2021, the Avondale Swap was designated as an effective cash flow hedge for accounting and tax purposes. On March 31, 2023 in connection with applying the guidance in ASU 2020-04, we terminated our existing interest rate swap and entered into a new interest rate swap agreement, effective April 3, 2023, with the Avondale Lender that effectively fixes the interest rate we pay on 50 % of the principal amount of the Avondale Term Loan at 1.45 % for the entire loan term. Further, the floating rate we receive under this new swap has been converted to one month Term SOFR, versus one month LIBOR under the previous swap. In executing the amendment, we adopted several of the practical expedients allowed under ASU 2020-04, including updating the designated hedged risk in our outstanding cash flow hedging relationship to match the risk presented in the modified interest payments and to continue our hedging relationship that falls within the scope of ASU 2020-04. The adoption of the new guidance in ASU 2020-04 did not have a material impact on our consolidated financial statements and the Avondale Swap is still designated as an effective cash flow hedge for accounting and tax purposes. F-31 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) On April 14, 2022, in connection with the Lisle Term loan described in Note 13, we 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 Lisle Term Loan at 4.69 % for the entire loan term, or seven years (the “Lisle Swap”). On April 14, 2022, the Lisle Swap was designated as an effective cash flow hedge for accounting and tax purposes. Of the net amount of the existing gains that are reported in “Accumulated other comprehensive income” as of September 30, 2024, we estimate that $ 0.5 million will be reclassified to “Interest expense” within the next twelve months. As of September 30, 2024, the notional amounts of the Avondale Swap and Lisle Swap were approximately $ 14.2 million and $ 18.5 million, respectively. Fair Value of Derivative Instruments The following table presents the fair value of our Avondale Swap and Lisle Swap (Level 2), both of which are designated as cash flow hedges, and the related classification on the consolidated balance sheets as of September 30, 2024 and 2023: September 30, Interest Rate Swaps 2024 2023 Other current assets $ 497 $ 957 Other assets 726 2,075 Total fair value of assets designated as hedging instruments $ 1,223 $ 3,032 Effect of Cash Flow Hedge Accounting on the Consolidated Statement of Operations and Accumulated Other Comprehensive Income The table below presents the effect of cash flow hedge accounting for our Avondale Swap and Lisle Swap on the consolidated statements of operations and accumulated other comprehensive income for the years ended September 30, 2024, 2023 and 2022: Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivative Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income Year Ended September 30, 2024 Avondale and Lisle Swaps $ ( 291 ) $ 1,066 Year Ended September 30, 2023 Avondale and Lisle Swaps $ ( 1,169 ) $ ( 835 ) Year Ended September 30, 2022 Avondale and Lisle Swaps $ 2,787 $ ( 192 ) F-32 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) Note 15 - Income Taxes The components of income tax (expense) benefit for the years ended September 30, 2024, 2023 and 2022 are as follows: Year Ended September 30, 2024 2023 2022 Current (expense) benefit: United States federal $ ( 6,256 ) $ ( 97 ) $ ( 17 ) State ( 2,629 ) ( 1,032 ) ( 1,065 ) Total current (expense) benefit ( 8,885 ) ( 1,129 ) ( 1,082 ) Deferred (expense) benefit: United States federal ( 4,682 ) ( 4,190 ) 2,380 State ( 662 ) ( 446 ) 4,109 Total deferred (expense) benefit ( 5,344 ) ( 4,636 ) 6,489 Total income tax (expense) benefit $ ( 14,229 ) $ ( 5,765 ) $ 5,407 The income tax provision differs from the tax that would result from application of the statutory federal tax rate of 21 % to pre-tax income for the years ended September 30, 2024, 2023 and 2022. The reasons for the differences are as follows: Year Ended September 30, 2024 2023 2022 Income tax expense at statutory rate $ ( 11,808 ) $ ( 3,798 ) $ ( 4,293 ) State income taxes, net of federal tax benefit ( 2,611 ) ( 1,188 ) ( 1,356 ) Excess officers compensation ( 659 ) ( 387 ) ( 276 ) Transaction Costs — ( 479 ) — Adjustment to deferred taxes ( 801 ) ( 322 ) ( 345 ) R&D Credits Generated 500 546 — Decrease in valuation allowance 808 236 12,075 Other, net 342 ( 373 ) ( 398 ) Total income tax (expense) benefit $ ( 14,229 ) $ ( 5,765 ) $ 5,407 The components of the deferred tax assets (liabilities) recorded in the accompanying consolidated balance sheets were as follows: September 30, 2024 2023 Gross deferred tax assets: Operating lease liability $ 42,749 $ 47,349 Deferred compensation 596 558 Accrued compensation 2,497 2,636 Accrued tool sets 1,255 1,069 Other reserves and accruals 5,750 4,464 Deferred revenue 3,501 4,733 Net operating losses 5,044 9,232 Tax credit carryforwards 632 929 Capitalized R&D costs 3,085 3,109 F-33 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) September 30, 2024 2023 Charitable contribution carryovers 628 1,223 Deductions limited by Section 382 — 5 Other 86 84 Valuation allowance ( 2,012 ) ( 3,192 ) Total gross deferred tax assets 63,811 72,199 Gross deferred tax liabilities: Right of use assets for operating leases ( 40,189 ) ( 44,726 ) Amortization of goodwill and intangibles ( 5,513 ) ( 5,540 ) Depreciation and amortization of property and equipment ( 17,401 ) ( 16,829 ) Prepaid and other expenses deductible for tax ( 1,535 ) ( 1,241 ) Other comprehensive income ( 306 ) ( 758 ) Total gross deferred tax liabilities ( 64,944 ) ( 69,094 ) Net deferred tax (liabilities) assets $ ( 1,133 ) $ 3,105 The following table summarizes the activity for the valuation allowance for the years ended September 30, 2024, 2023 and 2022: Year Ended September 30, 2024 2023 2022 Balance at beginning of period $ 3,192 $ 1,200 $ 13,492 Reductions to income tax — ( 236 ) ( 12,075 ) Write-offs/Adjustments (1) ( 1,180 ) 2,228 ( 217 ) Balance at end of period $ 2,012 $ 3,192 $ 1,200 (1) The fiscal year 2024 balance primarily relates to finalizing the purchase accounting for the Concorde acquisition. We had a valuation allowance of $ 2.0 million and $ 3.2 million against the deferred tax assets as of September 30, 2024 and 2023, respectively, based on our assessment of the ability to utilize the deferred tax assets. The change in valuation allowance during the year is primarily a result of purchase accounting in conjunction with the Concorde acquisition. We continue to maintain a valuation allowance on certain federal and state attributes for which we determined that it was more likely than not that a benefit will not be realized prior to expiration. In assessing whether a valuation allowance was required, we considered the weight of all available positive and negative evidence. As of September 30, 2024, we had approximately $ 13.5 million and $ 70.8 million in net operating losses for federal and state tax purposes, respectively. The federal net operating losses can be carried forward indefinitely, while the state net operating losses will expire at various dates through 2044 if not utilized or carried forward indefinitely. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that each uncertain tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information. Although we believe the estimates are reasonable, no assurance can be given that the final outcome of these matters will not be different than what is reflected in the historical income tax provisions and accruals. F-34 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) The following table summarizes the activity related to the gross unrecognized tax benefits for the fiscal years ended September 30, 2024 and 2023: Year Ended September 30, 2024 2023 Balance at beginning of period $ 496 $ 387 Increases relates to current year tax positions 100 109 Balance at end of period $ 596 $ 496 The total amount of gross unrecognized tax benefits was $ 0.6 million as of September 30, 2024, of which $ 0.5 million, if fully recognized, would decrease our effective tax rate. The current year increase relates to research and development tax credits generated in the current year. We recognize interest and penalties related to unrecognized tax benefits through income tax expense. No interest or penalties were accrued as of September 30, 2024. We do not expect a significant decrease in our liability for unrecognized tax benefits in the next 12 months. We file income tax returns for federal purposes and in many states. Our tax filings remain subject to examination by applicable tax authorities for certain length of time, generally three to four years, following the tax year to which these filings relate. Note 16 - Restructuring On December 5, 2023, UTI announced plans to consolidate the two Houston, Texas campus locations to align the curriculum, student facing systems, and support services to better serve students seeking careers in in-demand fields. As part of the transition, the MIAT Houston campus, acquired in November 2021, began a phased teach-out in May 2024, and such campus began operating under the UTI brand. Both facilities will remain in use post-consolidation. The total costs of the restructuring plan are estimated to be approximately $ 2.1 million and relate to the UTI segment. Approximately $ 0.2 million of expenses, primarily related to employee termination costs and tools, were incurred during the twelve months ended September 30, 2024. Of the $ 0.2 million recorded during the twelve months ended September 30, 2024, approximately $ 0.1 million was reported in “Educational services and facilities” while approximately $ 0.1 million was reported in “Selling, general and administrative” in the consolidated statements of operations. Additional estimated costs of $ 1.9 million are expected to be recorded during fiscal 2025 and beyond as incurred. Note 17 - Commitments and Contingencies Licensing Agreements We have entered into various licensing agreements with varying expiration dates that give us the right to use certain materials, trademarks, trade names, trade dress, and other intellectual property in connection with the operation of our campuses and the development of our courses. The expense for the license fees under these various agreements totaled $ 2.4 million, $ 2.3 million, and $ 2.1 million for the years ended September 30, 2024, 2023 and 2022, respectively, and were recorded in “Educational services and facilities expenses” on the consolidated statements of operations. Snap-on Tools Product Support Agreement We have an agreement with Snap-on Industrial (“Snap-on Tools”) that allows UTI to purchase promotional tool kits for its students at a discount from the list price. In addition, UTI earns credits that are redeemable for Snap-on Tools equipment that is utilized in UTI training programs. Credits are earned on UTI’s purchases as well as purchases made by students enrolled in the UTI programs. As part of the agreement, UTI has agreed to grant Snap-on Tools exclusive access to its campuses, to display advertising and primarily use their tools to train UTI students. Additionally, per the agreement, UTI receives a quarterly product donation allowance towards the purchase of tools and equipment which are to be utilized in the UTI training programs at its campuses. The credits and allowances under this agreement may be redeemed in multiple ways. This agreement will expire in December 2027. A net prepaid expense with Snap-on Tools has resulted from an excess of credits F-35 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) earned over credits used of $ 0.3 million and $ 1.9 million as of September 30, 2024 and 2023, respectively, included in “Other current assets” on our consolidated balance sheets. UTI students are provided a Career Starter Tool Set Voucher which can be redeemed for a tool set near graduation. The cost of the tool sets, net of the discount, is accrued during the time period in which the UTI students begin attending school until they have progressed to the point that the promotional tool set vouchers are provided. The consolidated balance sheets include a liability in “Accounts payable and accrued expenses” for the tool sets that are expected to be redeemed of $ 4.8 million and $ 4.1 million as of September 30, 2024 and 2023, respectively. Additionally, UTI’s liability to Snap-on Tools for vouchers redeemed by students was $ 0.6 million and $ 0.5 million as of September 30, 2024 and 2023, respectively, and is included in “Accounts payable and accrued expenses” on our consolidated balance sheets. Surety Bonds Each of our campuses must be authorized by the applicable state education agency in which the campus is located to operate and to grant certificates, diplomas or degrees to its students. Our campuses are subject to extensive, ongoing regulation by each of these states. Additionally, our campuses are required to be authorized by the applicable state education agencies of certain other states in which our campuses recruit students. Our insurers issue surety bonds for us on behalf of our campuses and admissions representatives with multiple states to maintain authorization to conduct our business. We are obligated to reimburse our insurers for any surety bonds that are paid by the insurers. As of September 30, 2024, the total face amount of these surety bonds was approximately $ 22.9 million. 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 claims. We are not currently a party to any material legal proceedings, but note that legal proceedings could, generally, have a material adverse effect on our business, cash flows, results of operations or financial condition. Note 18 - 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. Preferred Stock As of September 30, 2024, no shares of the Series A Convertible Preferred Stock with a $ 0.0001 par value each (“Series A Preferred Stock”) remain outstanding and all right of the holders to receive future dividends have been terminated. Under the terms of the Certificate of Designations for the Series A Preferred Stock, we had the right to convert the outstanding shares of Series A Preferred Stock to common stock when our common stock achieved a stated volume weighted average price per share for a period of 20 consecutive trading days. On December 18, 2023, upon satisfying the stock price condition, we entered into a preferred stock repurchase agreement with Coliseum Capital Partners, L.P. and Blackwell Partners LLC – Series A (collectively the “Selling Stockholders”), pursuant to which we repurchased, directly from the Selling Stockholders, 33,300 shares of Series A Preferred Stock for an aggregate purchase price of $ 11.3 million. Additionally, we incurred approximately $ 0.3 million in fees related to excise taxes and other professional services related to the repurchase, which are recorded in equity. Following the repurchase of those shares of Series A Preferred Stock, we issued a notice of conversion causing all remaining outstanding shares of Series A Preferred Stock to be converted into Common F-36 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) Stock. In connection with the conversion, each share of Series A Preferred Stock was cancelled and converted into the right to receive 30.03003 shares of our Common Stock, no par value per share, and we made a final dividend payment of $ 1.1 million to the Series A Preferred Stock holders of record as of December 18, 2023. As a result of the conversion, the aggregate 642,585 remaining shares of Series A Preferred Stock outstanding were converted into 19,296,843 shares of Common Stock. Following the repurchase and subsequent conversion, the Selling Stockholders held less than 25 % of our outstanding shares of common stock (a threshold above which we would have been required to seek regulatory approval for the conversion). As of September 30, 2023, 675,885 shares of Series A Preferred Stock were issued and outstanding. The liquidation preference associated with the Series A Preferred Stock was $ 100 per share at September 30, 2023. Dividends Dividends on the Series A Preferred Stock, accrue at a rate of 7.5 % per year, and are to be paid semi-annually in arrears on September 30 and March 31 of each year. We paid cash dividends of $ 1.1 million, $ 5.1 million, and $ 5.2 million during the years ended September 30, 2024, 2023, and 2022, respectively. With the Series A Preferred Stock repurchase and subsequent conversion of remaining shares to common stock, there will be no further dividend payments related to the Series A Preferred Stock going forward. Share Repurchase Program On December 10, 2020, our board of directors authorized a new share repurchase plan that would allow for the repurchase of up to $ 35.0 million of our common stock in the open market or through privately negotiated transactions. This new share repurchase plan replaced the previously authorized plan from fiscal 2012. We have not repurchased any shares under this plan during the years ended September 30, 2024, 2023 and 2022. Note 19 - Stock-Based Compensation Our stock-based compensation is governed by the 2021 Equity Incentive Compensation Plan (“2021 Plan”). The 2021 Plan was adopted by our board of directors in January 2021 and approved by our shareholders at the February 2021 annual meeting. The 2021 Plan replaced the Management 2002 Stock Option Program and the 2003 Incentive Compensation Plan, as amended (the “Former Plans”). The 2021 Plan was amended on March 7, 2024, increasing the maximum aggregate number of shares of stock that may be issued to 5.3 million shares of common stock. Additionally, subject to and in accordance with the 2021 Plan, any shares for outstanding awards that are subsequently expired, forfeited, or are otherwise terminated will also become available for new awards under the 2021 Plan. As of September 30, 2024, 4.0 million shares remained available for future grants under the 2021 Plan. Stock-Based Compensation Expense As previously discussed in Note 2, compensation expense associated with RSUs, PSUs or stock options is measured based on the grant date fair value of our common stock. The fair value of the RSUs is amortized on a straight-line basis over the requisite service period. The fair value of the PSUs is amortized on a straight-line basis over the requisite service period based upon the fair market value on the date of grant, adjusted quarterly for the anticipated or actual achievement against the established performance condition. F-37 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) For all stock-based compensation expense, we account for forfeitures as they occur. The following table summarizes the operating expense line in which stock-based compensation expense has been recorded and the impact on net income in the consolidated statements of operations for the years ended September 30, 2024, 2023 and 2022: Year Ended September 30, 2024 2023 2022 Educational services and facilities $ 481 $ 192 $ 240 Selling, general and administrative 8,079 3,656 4,172 Total stock-based compensation expense $ 8,560 $ 3,848 $ 4,412 Income tax benefit $ 2,140 $ 962 $ 1,103 Stock Options We have not issued stock options since fiscal 2019. Outstanding options under the Former Plans have an expiration date of seven years . Under the 2021 Plan, the maximum term of any option granted is ten years and, unless otherwise permitted by our Compensation Committee, an option generally will remain exercisable for three months following the participant’s termination of service, provided that if service terminates as a result of the participant’s death or disability, the option generally will remain exercisable for 12 months, but in any event the option must be exercised no later than its expiration date. The following table summarizes stock option activity under the Former Plans and the 2021 Plan for the years ended September 30, 2024, 2023 and 2022: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (In thousands) (per Share) (Years) (In thousands) Outstanding as of September 30, 2022 210 $ 3.14 3.18 $ 483 Outstanding as of September 30, 2023 210 $ 3.14 2.18 $ 1,100 Outstanding as of September 30, 2024 210 $ 3.14 1.18 $ 2,755 Stock options exercisable as of September 30, 2024 210 $ 3.14 1.18 $ 2,755 Restricted Stock Units and Performance Share Units Restricted Stock Units Our RSUs are issued at fair market value, which is based on the closing price of our common stock on the grant date. RSUs generally vest ratably over a three-year service period from the date of grant. As of September 30, 2024, unrecognized stock compensation expense related to RSUs was $ 6.2 million which is expected to be recognized over a weighted average period of 2.0 years. Performance Share Units Our outstanding Performance PSUs vest over a three-year service period from the date of the grant and are based upon a mix of certain pre-established targets for revenue and adjusted EBITDA. On the settlement date for each measurement period, participants will receive shares of our common stock equal to 0 % to 187.5 % of the Performance PSUs originally granted depending on the actual achievement against the performance metrics for that measurement period. Our outstanding Market PSUs vest over a three-year service period from the date of the grant and are based upon a mix of certain pre-established targets for revenue, compounded annual total shareholder return for the measurement period and net income. On the settlement date for each measurement period, participants will receive shares of our common stock equal to 0 % to 187.5 % of the Market PSUs originally granted depending on the actual achievement against the performance metrics F-38 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) for that measurement period. The Market PSUs vest subject to a market condition and on the settlement date which is expected to be no later than two and a half months after the end of each measurement period. As of September 30, 2024, unrecognized stock compensation expense related to all PSUs was $ 4.2 million, which is expected to be recognized over a weighted average period of 1.7 years. The following table summarizes the activity for RSUs and PSUs granted under the Former Plans and 2021 Plan for the years ended September 30, 2024, 2023 and 2022: RSUs PSUs Number of Shares (In thousands) Weighted Average Grant Date Fair Value per Share Number of Shares (In thousands) Weighted Average Grant Date Fair Value per Share Outstanding as of September 30, 2021 548 $ 6.56 642 $ 6.97 Granted 377 8.34 377 8.75 Adjustment to grant based on achieved attainment level — — ( 256 ) — Vested ( 209 ) 6.69 ( 24 ) 7.73 Forfeited ( 21 ) 7.21 ( 23 ) 7.14 Outstanding as of September 30, 2022 695 $ 7.47 716 $ 7.60 Granted 596 7.17 475 7.49 Adjustment to grant based on achieved attainment level — — ( 304 ) — Vested ( 325 ) 7.31 — — Forfeited ( 121 ) 7.37 ( 144 ) 7.65 Outstanding as of September 30, 2023 845 $ 7.33 743 $ 7.55 Granted 541 12.19 231 11.99 Adjustment to grant based on achieved attainment level — — 184 — Vested ( 386 ) 7.21 ( 187 ) 6.35 Forfeited ( 94 ) 9.60 ( 54 ) 8.17 Outstanding as of September 30, 2024 906 $ 10.04 917 $ 9.02 Note 20 - 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. Diluted earnings per common share 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. As noted above in Note 18, no shares of the Series A Preferred Stock remain outstanding and all rights of the holders to receive future dividends have been terminated as of the December 18, 2023 conversion date. F-39 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) The following table summarizes the computation of basic and diluted earnings per common share under the two-class or as-converted method, as well as the anti-dilutive shares excluded: Year Ended September 30, 2024 2023 2022 Basic earnings per common share: Net income $ 42,001 $ 12,322 $ 25,848 Less: Preferred stock dividend declared ( 1,097 ) ( 5,069 ) ( 5,159 ) Income available for distribution 40,904 7,253 20,689 Income allocated to participating securities ( 2,855 ) ( 2,712 ) ( 7,847 ) Net income available to common shareholders $ 38,049 $ 4,541 $ 12,842 Weighted average basic shares outstanding 49,429 33,985 33,218 Basic income per common share $ 0.77 $ 0.13 $ 0.39 Diluted earnings per common share: Method used: Two-class Two-class Two-class Net income available to common shareholders $ 38,049 $ 4,541 $ 12,842 Weighted average basic shares outstanding 49,429 33,985 33,218 Dilutive effect related to employee stock plans 1,422 494 525 Weighted average diluted shares outstanding 50,851 34,479 33,743 Diluted income per common share $ 0.75 $ 0.13 $ 0.38 Anti-dilutive shares excluded: Outstanding stock-based grants 4 180 9 Convertible preferred stock — 20,297 20,297 Total anti-dilutive shares excluded 4 20,477 20,306 Note 21 - Employee Benefit Plans We sponsor a defined contribution 401(k) plan, under which our employees elect to withhold specified amounts from their wages to contribute to the plan and we have a fiduciary responsibility with respect to the plan. The plan provides for matching a portion of employees’ contributions at management’s discretion. We made matching contributions of approximately $ 2.4 million, $ 1.7 million, and $ 1.5 million to the 401(k) plan for the years ended September 30, 2024, 2023 and 2022, respectively. Additionally, we have a legacy deferred compensation plan into which certain members of management were eligible to defer a maximum of 75 % of their regular compensation and a maximum of 100 % of their incentive compensation. No new members have been added to the deferred compensation plan in the past three years. We are not obligated to fund the deferred compensation plan; however, we have purchased life insurance policies on the participants in order to fund the related benefits and such policies have been placed into a rabbi trust. Our obligations under the deferred compensation plan totaled $ 2.4 million and $ 2.2 million as of September 30, 2024 and 2023, respectively, and are included in “Other liabilities” while the cash surrender value of the life insurance policies totaled $ 3.3 million and $ 2.8 million as of September 30, 2024 and 2023, respectively, and are included in “Other assets” on our consolidated balance sheets. F-40 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) Note 22 - Segment Information We operate our business in two reportable segments: (i) the UTI segment, and (ii) the Concorde segment. Our reportable segments reflect the manner in which Jerome Grant, our CEO and the chief operating decision-maker, evaluates performance and allocates resources. These segments are organized by key market segments to enhance operational alignment to more effectively execute our strategic plan. Each reportable segment represents a group of post-secondary education providers that offer a variety of degree and non-degree academic programs. “Corporate” includes corporate related expenses that are not allocated to the UTI or Concorde reportable segments and is included to reconcile segment results to the consolidated financial statements. As previously discussed in Note 2, the segment disclosures for the years ended September 30, 2023 and 2022 have been recast from prior years presentation for comparability to the current year presentation. Summary information by reportable segment is as follows: UTI Concorde Corporate Consolidated Year Ended September 30, 2024 Revenues $ 486,376 $ 246,311 $ — $ 732,687 Income (loss) from operations 77,756 20,804 ( 39,669 ) 58,891 Depreciation and amortization 22,917 5,158 1,249 29,324 Net income (loss) 71,646 21,048 ( 50,693 ) 42,001 Year Ended September 30, 2023 Revenues $ 429,317 $ 178,091 $ — $ 607,408 Income (loss) from operations 42,762 10,533 ( 31,896 ) 21,399 Depreciation and amortization 21,113 4,077 25 25,215 Net income (loss) 38,324 10,700 ( 36,702 ) 12,322 Year Ended September 30, 2022 Revenues $ 418,765 $ — $ — $ 418,765 Income (loss) from operations 55,493 — ( 33,119 ) 22,374 Depreciation and amortization 16,822 — 62 16,884 Net income (loss) 53,581 — ( 27,733 ) 25,848 As of September 30, 2024 Total assets $ 440,764 $ 125,212 $ 178,599 $ 744,575 As of September 30, 2023 Total assets $ 442,507 $ 130,813 $ 167,365 $ 740,685 Note 23 - Government Regulation and Financial Aid Our institutions are subject to extensive regulatory requirements imposed by a wide range of federal and state agencies, as well as by institutional and programmatic accreditors. These requirements, which are frequently being revisited, revised, and expanded, cover virtually every aspect of our schools’ operations, and our institutions are subject to periodic audits and program compliance reviews by various external agencies for compliance with these requirements. Each of our institutions’ administration of the federal programs of student financial assistance under Title IV of the HEA (“Title IV Programs”) also F-41 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) must be audited annually by independent accountants and the resulting audit report submitted to ED for review. The approvals granted by these regulatory entities permit our schools to operate and to participate in a variety of government-sponsored financial aid programs, including Title IV Programs. If our institutions fail to comply with any of these regulatory requirements, our regulators could take an array of adverse actions, up to and including revocation of the approval granted by the agency. Such adverse actions could have a material adverse effect on our academic or operational initiatives, cash flows, results of operations, or financial condition. Below, we discuss certain, specific elements of this regulatory environment. 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 educational or 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 educating or recruiting students. 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. Institutions that offer distance education instruction outside of their Home State must comply with federal regulations governing state authorization for distance education in order to participate in the Title IV student financial aid programs. All UTI institutions and the Concorde, Kansas City and Memphis institutions are authorized to participate in the State Authorization Reciprocity Agreement (“SARA”). SARA is an agreement among member states, districts and territories of the United States of America 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. Forty-nine states (all but California), the District of Columbia, Puerto Rico and the U.S. Virgin Islands have joined SARA. Each of our institutions holds the state or SARA authorizations required to operate and offer postsecondary education programs, and to recruit in the states in which it engages in recruiting activities. We also have received approval from the Accrediting Commission of Career Schools and Colleges (“ACCSC”) and the Council on Occupational Education (“COE”) to offer blended format programs that utilize both distance and on-ground education. Additionally, we have received approvals from all required state education authorizing agencies to offer blended format programs. We continue to work to ensure that we comply with applicable distance education rules and standards. We also will closely monitor any new rulemakings that concern state authorization or distance education. State Licensing Boards Many educational programs leading to professional licensure in a regulated profession require approval from, and are subject to, ongoing oversight by state agencies or boards. For example, certain Concorde healthcare programs, such as the Vocational Nursing, Practical Nursing, Dental Assistant, Massage Therapy, Nursing Practice (RN) programs, require and have obtained state licensure. Such programs are required to meet the standards of the state licensure agency or board and must periodically renew their licenses by completing a comprehensive license renewal process. Institutional Accreditation Institutional 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 the UTI institutions and 14 of the Concorde institutions are accredited by the ACCSC. The remaining two Concorde institutions are accredited by the COE. Both ACCSC and COE are accrediting agencies recognized by ED. ACCSC and COE review 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 F-42 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) student success. Our institutions are subject to periodic review to confirm accreditation standards are met, and must submit annual reports, and at times, supplemental reports, to demonstrate ongoing compliance and improvement. ACCSC and COE require institutions to disclose certain institutional information to current and prospective students, as well as to the public, and require that our schools and programs meet various performance standards as a condition of continued accreditation. ACCSC and COE often revisit, revise, and expand their standards and policies. Institutions must periodically renew their accreditation by completing a comprehensive renewal of accreditation process. Programmatic Accreditation In addition to institutional accreditation, programmatic accreditation may be required for particular educational programs. Programmatic accreditors review specialized and professional programs in a range of fields and disciplines within an institution to ensure the public that an academic program has undergone a rigorous review process and been found to meet high standards for educational quality. Certain Concorde healthcare programs, including the Physical Therapist Assistant, Dental Hygiene, Neurodiagnostic Technology, Polysomnographic Technology, Respiratory Therapy, Surgical Technology, Radiologic Technology, Diagnostic Medical Sonography, Cardiovascular Sonography, Practical Nursing, Pharmacy Technician, and Occupational Therapy Assistant programs, have obtained programmatic accreditation. Such programs are required to meet the standards of their programmatic accreditor and must periodically renew their accreditation by completing a comprehensive programmatic accreditation renewal process. 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 90/10 rule, to remain eligible to participate in the federal student aid programs, a proprietary institution must derive at least 10% of its revenue from sources other than “Federal education assistance funds.” “Federal education assistance funds” are defined as “federal funds that are disbursed or delivered to or on behalf of a student to be used to attend such institution.” • 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 its 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, the provision of adequate career services, and the frequency of findings of noncompliance. ED’s administrative capability standards also include thresholds and expectations for federal student loan cohort default rates, satisfactory academic progress, clinical and externship opportunities, gainful employment programs, 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 in Title IV Programs, or take other actions against the institution. • Three-Year Student Loan Default Rates. An institution whose cohort default rate exceeds 30% in consecutive fiscal years may be subject to conditions and restrictions and will lose eligibility if the rate remains above 30% three years in a row. An institution also will lose eligibility if its rate exceeds 40% for any fiscal year. None of our institutions had a three-year cohort default rate of 30% or greater for 2021, 2020 and 2019, the three most recent FFYs with published rates. 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. None of our institutions had a three-year cohort default rate of 7% or greater for 2021, 2020, or 2019, which are the three most recent FFYs with published rates. F-43 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) • 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 an 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 measures an institution’s overall financial health. The composite score utilizes information provided in the institutions’ annual audited financial statements and 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. • Borrower Defense to Repayment. Under the HEA and its implementing regulations, students may file a claim with ED to discharge their federal Direct Loans (or Direct Consolidated Loans) if, generally, their institution misled them or engaged in other misconduct related to the making of their federal loans or the provision of their educational services. This is referred to as a “borrower defense to repayment” or “BDR” claim. On November 1, 2022, the Biden administration promulgated a revised version of the BDR rule, which took effect on July 1, 2023. On August 7, 2023, the U.S. Court of Appeals for the Fifth Circuit issued a nationwide preliminary injunction, enjoining the implementation of the borrower defense and closed school provisions of that rule. While this case is decided, the previous versions of the borrower defense and closed school provisions are in effect. • Substantial Misrepresentation . The regulatory definitions of “misrepresentation” and “substantial misrepresentation” enforced by ED are exceptionally broad and do not require intent by the institution to misrepresent, or actual reliance by the person to whom the alleged misrepresentation was made. Therefore, it is possible that a statement made by an institution or one of its service providers or representatives could be construed by ED to constitute a substantial misrepresentation, even if the statement was made in error, without intent to misrepresent, and the person to whom it was made did not actually rely upon it. • Incentive Compensation . The “incentive compensation” prohibition forbids institutions from providing any commission, bonus, or other incentive payment based in any part, directly or indirectly, on success in securing enrollments or the award of financial aid to any person or entity engaged in any student recruiting or admission activities or in making decisions regarding the awarding of Title IV Program funds. We believe our compensation practices for our admissions representatives comply with the current regulations and ED’s guidance. We will continue to evaluate other compensation options under these regulations and guidance. • 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. 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. ED has recently undertaken, or proposed to undertake, rulemakings on the following topics: ◦ On October 28, 2022, ED published a final rule amending regulations governing Pell Grants for prison education programs, the 90/10 rule, and changes in ownership and control, effective July 1, 2023. On November 1, 2022, ED published a final rule governing borrower defense to repayment rule, closed school loan discharges, pre-dispute arbitration and class action waiver clauses, interest capitalization on Federal student loans, Public Student Loan Forgiveness, total and permanent disability discharges, and false certification discharges, also effective July 1, 2023. ◦ On October 10, 2023, ED published a final rule related to financial value transparency and gainful employment, effective July 1, 2024. On October 31, 2023, ED published final rules relating to (1) financial responsibility, (2) administrative capability, (3) certification procedures; and (4) ability to benefit, effective July 1, 2024. ◦ ED established a Student Loan Relief Committee to consider revisions to sections of 34 C.F.R. Parts 30, 682 and 685 addressing provisions related to the modification, waiver, release or compromise of Federal student loans. The Student Loan Relief Committee completed four negotiating sessions in October, November and F-44 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) December 2023 and February 2024. On April 17, 2024, ED issued a Notice of Proposed Rulemaking announcing proposed regulatory changes addressing the Secretary’s discretionary authority to waive loan repayment obligations. ED has collected comments on the proposed regulatory changes but has not yet issued final regulatory updates. ◦ ED established a Program Integrity and Institutional Quality Committee to consider proposed changes to regulations addressing (1) the Secretary’s recognition of accrediting agencies; (2) institutional eligibility, including State authorization; (3) distance education; (4) return of Title IV funds; (5) cash management; and (6) the Federal TRIO Programs. ED also announced a Federal TRIO Programs Subcommittee to include additional expertise and to make recommendations to the full committee on the subject. The full Committee met for three negotiating sessions in January, February and March 2024, and the Subcommittee met twice in January and February 2024. On July 24, 2024, ED issued a Notice of Proposed Rulemaking announcing proposed regulatory changes addressing (a) distance education; (b) return of Title IV funds; and (c) the Federal TRIO Programs. ED has collected comments on the proposed regulatory changes but has not yet issued final regulatory updates. ED also has not yet announced any proposed regulatory changes addressing (x) the Secretary’s recognition of accrediting agencies; (y) institutional eligibility, including State authorization; and (z) cash management. • Non-Discrimination Rulemakings . On April 29, 2024, ED published a final rule amending the regulations implementing Title IX of the Education Amendments of 1972, effective August 1, 2024. This rule represents a significant revision of the Title IX rules. As of September 30, 2024, pursuant to various Federal court orders, ED was enjoined from enforcing the 2024 Title IX rule in 26 states, including Florida, Missouri, Mississippi, Tennessee, and Texas, and at a list of institutions identified by a federal district court in Kansas, including Universal Technical Institute of Arizona Inc. ED also has indicated that it will be proposing a rule to amend regulations related to nondiscrimination on the basis of disability. Other Benefit or Aid Programs The Department of Veterans Affairs (“VA”), the Department of Defense, the Department of Labor, the Department of Education (through non-Title IV programs), and certain states provide support to postsecondary students through programs, grants, benefits, loans, or scholarships. All of our institutions that engage in such programs must comply with the eligibility and participation requirements applicable to each of these funding programs, which vary by funding agency and program. In 2024, we derived approximately 11 % 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. Additionally, some states provide financial aid to our students in the form of grants, loans or scholarships. For example, the UTI campuses in Long Beach, Rancho Cucamonga and Sacramento, California, as well as the Concorde campuses in Garden Grove, North Hollywood, San Bernardino and San Diego, California, 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. Consumer Protections Laws and Regulations As a postsecondary educational institution, we are subject to a broad range of consumer protection and other laws, such as those that relate to recruiting, marketing, the protection of personal information, student financing and payment servicing. Such laws and regulations are enforced by federal agencies, including the Federal Trade Commission (“FTC”) and the Consumer Financial Protection Bureau (“CFPB”) and by various state agencies and state attorneys general. We received a January 18, 2022 letter from the 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 F-45 Table of Contents UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) subject to CFPB’s supervisory authority.” We have provided the requested information and are awaiting further guidance, if any, from the CFPB. Both UTI and Concorde, along with 68 other proprietary institutions, received an October 6, 2021 letter from the FTC providing notice that engaging in deceptive or unfair conduct in the education marketplace violates consumer protection laws and could lead to significant civil penalties. The notice stated that an institution’s receipt of the letter “does not reflect any assessment as to whether they have engaged in deceptive or unfair conduct,” and the FTC did not request any information. We devote significant effort to complying with state and federal consumer protection laws and regulations. Note 24 - Higher Education Emergency Relief Fund During fiscal 2020 and 2021, various pieces of legislation were issued related to the COVID-19 pandemic, including the Coronavirus Aid Relief, and Economic Security Act (“CARES Act”), the Coronavirus Response and Relief Supplemental Appropriations Act 2021 (“CRRSAA”) and the American Rescue Plan Act (“ARPA”). In 2020, the CARES Act established the Higher Education Emergency Relief Fund (“HEERF”) I, and in 2021 the CRRSAA established HEERF II and the ARPA established HEERF III, all of which included relief funds to be distributed directly to institutions of higher education. The original HEERF I grants required that 50% be used to provide students with emergency financial aid grants to help cover expenses related to the disruption of campus operations due to COVID-19 with the remaining 50% to be used to cover any costs associated with significant changes to the delivery of instruction due to COVID-19 as institutional funds. HEERF II and HEERF III grants were only to be used to provide financial aid grants to students for proprietary institutions. During the year ended September 30, 2022, UTI awarded approximately $ 7.0 million, in HEERF II and HEERF III grants to over 15,500 students. The HEERF II and HEERF III funds were drawn down as student grants were distributed. F-46