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UNIVERSAL TECHNICAL INSTITUTE INC

For the period ended Jun 30, 2025. Filed Aug 7, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 7, 2025

UTI$19.93+1.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-08.

0001261654-25-000012

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0001261654-25-000019

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 165 previous paragraphs and 165 current paragraphs.

66 unchanged; 85 reworded; 11 added; 9 removed; 5 previous and 3 current paragraphs rearranged.

Tables are not compared: 14 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (11)

Current report

•UTI announced a new partnership with FirstCall Mechanical, a leading provider of HVACR services to commercial and industrial sectors, as part of its early employment program. As part of this partnership, students in the HVACR program at Mooresville, North Carolina, Orlando, Florida, and Austin, Texas can apply for roles at FirstCall Mechanical and start working while still in school.

Current report

•UTI partnered with Loftin Equipment Company through its early employment program. Across three campuses in Texas and one campus in Arizona, this program offers diesel technology students the opportunity to gain paid work experience while completing their education. Students enrolled in the industrial maintenance program in one campus in Texas are also eligible for this opportunity.

Current report

Occupancy costs increased by $0.9 million for the three months ended June 30, 2025, primarily due to new lease activity associated with the announced new campus growth and annual rate increases on existing leases.

Current report

Results of Operations: Nine Months Ended June 30, 2025 Compared to Nine Months Ended June 30, 2024

Current report

Compensation and related costs increased by $2.1 million for the nine months ended June 30, 2025 primarily due to an increase in headcount to support the new campus and program growth for the UTI segment.

Current report

Professional and contract services expenses increased by $0.8 million for the nine months ended June 30, 2025 primarily due to projects to support the new campus and program growth for the UTI segment.

Current report

Professional and contract services expense decreased by $3.3 million for the nine months ended June 30, 2025 primarily due a decrease of $1.7 million in legal fees and a decrease of $1.6 million in contract services as several of the integration activities were completed in the prior year.

Current report

Professional and contract services expense increased by $3.1 million for the nine months ended June 30, 2025 primarily due to an increase of $1.7 million for legal expenses and a $1.3 million increase related to professional and contract services for projects that support our business strategies.

Current report

In July 2025, we used cash on hand to repay $6.0 million outstanding on the Revolving Credit Facility. Additionally in July 2025, we issued a letter of credit under the Revolving Credit Facility for $19.6 million, which expires on June 30, 2026, to the ED in order to lift core growth restrictions imposed on Concorde and MIAT campuses as a result of our acquisitions. These two transactions reduced the overall availability under the Revolving Credit Facility to $105.4 million and sub-facility available for letters of credit to $0.4 million.

Current report

We are subject to certain customary affirmative and negative covenants under the Revolving Credit Facility and the Term Loans, including, without limitation, certain reporting obligations, certain limitations on restricted payments, limitations on liens, encumbrances and indebtedness and various financial covenants, including debt service coverage ratios. As of June 30, 2025, we were in compliance with our debt covenants under our Term Loans. Under our Revolving Credit Facility, however, while we were in compliance with the Fixed Charge Coverage and Leverage ratios, our Quick Ratio of 0.62 at June 30, 2025 did not meet the required Quick Ratio of 0.65. The failure of this covenant was primarily due to paying down the Revolving Credit Facility with available cash and additional cash investments in held-to-maturity securities which are excluded from the Quick Ratio calculation. We have obtained a waiver for the failure to meet the quick ratio covenant as of June 30, 2025 from Fifth Third Bank.
Removed paragraphs (9)

Previous report

There was no preferred stock cash dividend for the three months ended March 31, 2024.

Previous report

We had net income of $11.4 million and $7.8 million available to common shareholders for the three months ended March 31, 2025 and 2024, respectively.

Previous report

Results of Operations: Six Months Ended March 31, 2025 Compared to Six Months Ended March 31, 2024

Previous report

Compensation and related costs increased by $2.9 million for the six months ended March 31, 2025 primarily due to an increase in headcount to support the UTI segment and execution of our business strategies.

Previous report

Professional and contract services expense increased by $2.3 million for the six months ended March 31, 2025 due to an increase in consulting expenses of $1.0 million and an increase in legal expenses of $1.3 million.
Reworded paragraphs (85)

Previous wording

Universal Technical Institute (“UTI”): UTI operates 15 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, Marine Mechanics Institute, 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.

Current wording

Universal Technical Institute (“UTI”): UTI operates 15 campuses located in nine states and offers a wide range of degree and non-degree transportation and skilled trades technical training programs. UTI also offers manufacturer specific advanced training programs, which include student-paid electives, at our campuses and manufacturer or dealer sponsored training at certain campuses and dedicated training centers. Lastly, UTI provides dealer technician training or instructor staffing services to manufacturers. UTI works closely with multiple original equipment manufacturers and industry brand partners to understand their needs for qualified service professionals.

Previous wording

For the three and six months ended March 31, 2025, the increase in consolidated and segment new student starts, average full-time active students and end of period full-time active students was primarily due to new program rollouts and increased student demand for existing programs across both segments as compared to the prior year. In the UTI segment, increases to our student population during the three and six months ended March 31, 2025 were driven by the successful launch of three new HVAC and refrigeration programs launched in the second half of fiscal 2024 and two new HVACR programs in fiscal 2025. The Concorde segment benefited from the launch of five new programs at three campuses during fiscal 2024, and the introduction of new cash pay “short programs” at a number of campuses.

Current wording

For the three and nine months ended June 30, 2025, the increase in consolidated new student starts, average full-time active students and end of period full-time active students was primarily due to new program rollouts and increased student demand for existing programs across both segments as compared to the prior year. The UTI segment benefited from the successful launch of three new programs launched in the second half of fiscal 2024 and nine new programs in fiscal 2025. In the Concorde segment, increases to our student population during the three and nine months ended June 30, 2025 were primarily driven by the successful launch of five new programs at three campuses during fiscal 2024, and the introduction of new cash pay “short programs” at a number of campuses.

Previous wording

Revenues for the three months ended March 31, 2025 were $207.4 million, an increase of $23.3 million, or 12.6%, from the comparable period in the prior year. UTI revenues increased by approximately $10.9 million, or 8.8%, and Concorde revenues increased by approximately $12.4 million, or 20.3%. Both segment increases were primarily driven by the higher average full-time active students.

Current wording

Revenues for the three months ended June 30, 2025 were $204.3 million, an increase of $26.8 million, or 15.1%, from the comparable period in the prior year. UTI revenues increased by approximately $14.3 million, or 12.2%, and Concorde revenues increased by approximately $12.5 million, or 20.7%. Both segment increases were primarily driven by the higher average full-time active students.

Previous wording

Revenues for the six months ended March 31, 2025 were $408.9 million, an increase of $50.0 million, or 13.9%, from the comparable period in the prior year. UTI revenues increased by approximately $27.0 million, or 11.3%, and Concorde revenues increased by approximately $23.0 million, or 19.1%. Both segment increases were primarily driven by the higher average full-time active students.

Current wording

Revenues for the nine months ended June 30, 2025 were $613.2 million, an increase of $76.8 million, or 14.3%, from the comparable period in the prior year. UTI revenues increased by approximately $41.3 million, or 11.6%, and Concorde revenues increased by approximately $35.5 million, or 19.7%. Both segment increases were primarily driven by the higher average full-time active students.

Previous wording

Total income from operations was $16.9 million and $44.3 million during the three and six months ended March 31, 2025, compared to $11.2 million and $25.4 million for the three and six months ended March 31, 2024. The increase for the three and six months ended March 31, 2025 was primarily driven by the increased revenues from the larger student population. Additionally, productivity improvements and proactive cost reductions have been a key part of our operating model for the past several years, and we continue to identify and execute on optimization opportunities throughout our operations in both segments.

Current wording

Total income from operations was $14.2 million and $58.5 million during the three and nine months ended June 30, 2025, compared to $7.4 million and $32.9 million for the three and nine months ended June 30, 2024. The increase for the three and nine months ended June 30, 2025 was primarily driven by the increased revenues from the larger student population. Additionally, productivity improvements and proactive cost reductions have been a key part of our operating model for the past several years, and we continue to identify and execute on optimization opportunities throughout our operations in both segments.

Previous wording

During the six months ended March 31, 2025, we executed the following as part of our business strategy:

Current wording

During the nine months ended June 30, 2025, we executed the following as part of our business strategy:

Previous wording

•UTI announced Atlanta, Georgia as the location of its next UTI division campus (“UTI Atlanta”), continuing the company's execution of its North Star strategy. Pending regulatory approvals, UTI Atlanta will open in 2026.

Current wording

•UTI announced Atlanta, Georgia as the location of the division’s next new campus (“UTI Atlanta”), continuing the company's execution of its North Star strategy. Pending regulatory approvals, UTI Atlanta will open in 2026.

Previous wording

•UTI announced the division’s second new campus will be in San Antonio, Texas (“UTI San Antonio”). This new campus, once open, will be our first skilled trades and energy education focused campus. Similar to above, pending regulatory approvals, UTI San Antonio will open in 2026, bringing the total number of UTI campuses nationwide to 17.

Current wording

•UTI announced the division’s second new campus will be in San Antonio, Texas (“UTI San Antonio”). This new campus, once open, will be the first skilled trades and energy education focused campus. Similar to above, pending regulatory approvals, UTI San Antonio will open in 2026, bringing the total number of UTI campuses nationwide to 17.

Previous wording

•Concorde signed a new facility lease agreement related to our partnership with Heartland Dental to construct a new co-branded campus in Fort Myers, Florida, which is expected to open in early fiscal 2026. Construction began during the second quarter of 2025.

Current wording

•Concorde signed a new facility lease agreement related to our partnership with Heartland Dental to construct a new co-branded campus in Fort Myers, Florida, which is expected to open in early fiscal 2026, pending regulatory approvals, and will bring the total number of Concorde campuses nationwide to 18. Construction began during the second quarter of 2025.

Previous wording

•UTI has announced the expansion of its successful Manufacturer Specific Advanced Training program by adding Tesla's START Collision Repair program. Tesla's START program is an intensive training program that prepares workers for successful careers at Tesla and will be will be available at the Long Beach, California campus beginning in the third quarter of 2025.

Current wording

•UTI has announced the expansion of its successful Manufacturer Specific Advanced Training program by adding Tesla's START Collision Repair program. Tesla's START program is an intensive training program that prepares workers for successful careers at Tesla and began at the Long Beach, California campus in the third quarter of 2025.

Previous wording

•UTI launched its HVACR program at the Sacramento, California and Orlando, Florida campuses in March 2025. The program covers topics such as air handling, AC and DC circuits, sheet metal ductwork, and troubleshooting.

Current wording

•UTI launched its HVACR program at the Sacramento, California and Orlando, Florida campuses in March 2025. The program covers topics such as air handling, AC and DC circuits, sheet metal ductwork, and troubleshooting. This program is now offered at UTI campuses in seven states.

Previous wording

•UTI announced the expansion of its core automotive program to include new Battery Hybrid Electric Vehicle and Electric Vehicle (“EV”) courses with roll out completed during the first quarter of 2025 at the Avondale, Arizona and Orlando, Florida campuses. Further rollout was completed during the second quarter of 2025 at the following campuses: Bloomfield, New Jersey; Dallas, Texas; Austin, Texas; and Houston, Texas. The program is expected to launch at the Miramar, Florida campus during the third quarter of 2025. This expansion builds on existing EV training at UTI's California campuses and covers topics such as high-voltage vehicle operation, electric vehicle components, diagnosis, and service.

Current wording

•UTI announced the expansion of its core automotive program to include new Battery Hybrid Electric Vehicle and Electric Vehicle (“EV”) courses with roll out completed during the first quarter of 2025 at the Avondale, Arizona and Orlando, Florida campuses. Rollouts were completed during the second quarter of 2025 at the following campuses: Bloomfield, New Jersey; Dallas, Texas; Austin, Texas; and Houston, Texas. In addition, during the third quarter of 2025, the program launched at the Miramar, Florida campus. This expansion builds on existing EV training at UTI's California campuses and covers topics such as high-voltage vehicle operation, electric vehicle components, diagnosis, and service.

Previous wording

Revenues for the three months ended March 31, 2025 were $207.4 million, an increase of $23.3 million, or 12.6%, as compared to revenues of $184.2 million for the three months ended March 31, 2024.

Current wording

Revenues for the three months ended June 30, 2025 were $204.3 million, an increase of $26.8 million, or 15.1%, as compared to revenues of $177.5 million for the three months ended June 30, 2024.

Previous wording

Revenues for UTI for the six months ended March 31, 2025 were $265.7 million compared to $238.7 million in the prior year period. Revenue increased primarily due to a 23.1% increase in new student starts and a 7.5% increase in average full-time active students from the prior period. This increase in revenue is also related to an overall increase in average revenue per student.

Current wording

Revenues for UTI for the three months ended June 30, 2025 were $131.5 million compared to $117.1 million in the prior period. Revenue increased primarily due to an 8.9% increase in average full-time active students from the prior period.

Previous wording

Revenues for Concorde for the three months ended March 31, 2025 were $73.2 million compared to $60.9 million in the prior period. Revenues increased primarily due to a 15.9% increase new student starts and a 15.5% increase in average full-time active students from the prior period.

Current wording

Revenues for Concorde for the three months ended June 30, 2025 were $72.8 million compared to $60.3 million in the prior period. Revenues increased primarily due to an 18.8% increase in average full-time active students from the prior period.

Previous wording

Educational services and facilities expenses were $102.5 million for the three months ended March 31, 2025, as compared to $97.5 million for the three months ended March 31, 2024. This increase was primarily due to the increased student volumes during the period and costs associated with execution of our business strategies, partially offset by cost savings from our operational initiatives.

Current wording

Educational services and facilities expenses were $105.6 million for the three months ended June 30, 2025, as compared to $95.3 million for the three months ended June 30, 2024. This increase was primarily due to the increased student volumes during the period and costs associated with execution of our business strategies, partially offset by cost savings from our operational initiatives.

Previous wording

Compensation and related costs increased by $2.2 million for the three months ended March 31, 2025, primarily due to instructors and other personnel hired to support the newly launched programs and overall growth in the student population.

Current wording

Compensation and related costs increased by $2.8 million for the three months ended June 30, 2025, primarily due to instructors and other campus related personnel hired to support the new programs and overall growth in the student population.

Previous wording

Supplies, maintenance and student expense decreased by $1.6 million for the three months ended March 31, 2025, primarily due to a decrease of $1.6 million in student housing expenses.

Current wording

Supplies, maintenance and student expense decreased by $1.1 million for the three months ended June 30, 2025, primarily due to a decrease of $0.7 million in student housing expenses.

Previous wording

Compensation and related costs increased by $2.9 million for the three months ended March 31, 2025, primarily due to instructors and other personnel hired to support overall student growth and the launch of additional programs.

Current wording

Compensation and related costs increased by $4.7 million for the three months ended June 30, 2025, primarily due to instructors and other campus related personnel hired to support overall student growth and the launch of additional programs.

Previous wording

Depreciation and amortization expense increased by $0.8 million during the three months ended March 31, 2025, primarily due to capital expenditures related to new equipment, leasehold improvements, and program expansions to support a higher volume of students.

Current wording

Depreciation and amortization expense increased by $0.5 million during the three months ended June 30, 2025, primarily due to new capital expenditures and program expansions to accommodate a higher volume of students.

Previous wording

Other educational services and facilities expense increased by $0.8 million during the three months ended March 31, 2025, primarily due to higher expenses for training aids and insurance.

Current wording

Other educational services and facilities expense increased by $0.5 million during the three months ended June 30, 2025, primarily due to higher expenses for training aids and insurance.

Previous wording

Selling, general and administrative expenses for the three months ended March 31, 2025 were $88.1 million, as compared to $75.5 million for the three months ended March 31, 2024. This increase was primarily due to costs associated with our business strategies.

Current wording

Selling, general and administrative expenses for the three months ended June 30, 2025 were $84.5 million, as compared to $74.7 million for the three months ended June 30, 2024. This increase was primarily due to costs associated with our business strategies.

Previous wording

Compensation and related costs decreased by $0.1 million for the three months ended March 31, 2025 primarily due to continued integration activities and the centralization of more processes within the Corporate division.

Current wording

Compensation and related costs decreased by $0.8 million for the three months ended June 30, 2025 primarily due to lower bonus expense when compared to the prior year.

Previous wording

Advertising and marketing expense increased year over year by $1.9 million. UTI advertising and marketing expense as a percentage of revenues increased to 11.8% for the three months ended March 31, 2025 as compared to 11.3% in the prior year.

Current wording

Advertising and marketing expense increased year over year by $1.8 million. UTI advertising and marketing expense as a percentage of revenues increased to 11.4% for the three months ended June 30, 2025 as compared to 11.2% in the prior year.

Previous wording

Other selling, general and administrative expenses increased by $3.2 million primarily due to a $2.1 million increase in allocated corporate expenses related to human resources and information technology due to growth in headcount to support the UTI segment and our business strategies. Additionally, the provision for credit losses increased by $1.6 million over the prior year as a result of higher revenue and student volumes.

Current wording

Other selling, general and administrative expenses increased by $3.6 million primarily due to a $2.2 million increase in allocated corporate expenses related to human resources and information technology due to growth in headcount to support the UTI segment and our business strategies. Additionally, the provision for credit losses increased by $1.6 million over the prior year as a result of higher revenues and student volumes.

Previous wording

Advertising and marketing increased year over year by $0.9 million. Concorde advertising and marketing expense as a percentage of revenues for the three months ended March 31, 2025 and 2024 was 10.8% and 11.6%, respectively.

Current wording

Advertising and marketing increased year over year by $1.5 million. Concorde advertising and marketing expense as a percentage of revenues for the three months ended June 30, 2025 and 2024 was 10.3% and 10.1%, respectively.

Previous wording

Professional and contract services expense decreased by $1.5 million for the three months ended March 31, 2025 primarily due to a reduction of legal and outside service expenses as several of the integration activities were completed in the prior year.

Current wording

Professional and contract services expense decreased by $1.2 million for the three months ended June 30, 2025 primarily due to a reduction of legal and contract service expenses as several of the integration activities were completed in the prior year.

Previous wording

Other selling, general and administrative expenses increased by $3.2 million for the three months ended March 31, 2025 primarily related to an increase in the provision for credit losses of $2.7 million and an increase in software expenses of $0.4 million. These increases are aligned with higher revenue and higher capital expenditures to support larger student volumes.

Current wording

Other selling, general and administrative expenses increased by $3.4 million for the three months ended June 30, 2025 primarily related to an increase in the provision for credit losses of $2.4 million, an increase in software expenses of $0.4 million, and a $0.3 million increase in human resource expenses. These increases are aligned with higher revenues and higher capital expenditures to support our larger student and employee volumes.

Previous wording

Compensation and related costs increased by $3.7 million three months ended March 31, 2025 primarily due to additional headcount hired to support the execution of our business strategies.

Current wording

Compensation and related costs increased by $2.0 million three months ended June 30, 2025 primarily due to additional headcount hired to support the execution of our business strategies.

Previous wording

Professional fees and contract services increased by $1.1 million for the three months ended March 31, 2025 primarily due to consulting costs incurred for a potential acquisition of $0.9 million.

Current wording

Professional fees and contract services increased by $0.8 million for the three months ended June 30, 2025 primarily due to an increase of $0.4 million for legal expenses and other projects to support our business strategies.

Previous wording

Other selling, general and administrative expenses decreased by $1.5 million for the three months ended March 31, 2025 primarily due to $2.4 million higher corporate expenses related to human resources and information technology allocated to the UTI and Concorde segments due to overall increase in expenses compared to the prior period. This decrease is partially offset by a $0.5 million increase in software expense and a $0.3 million increase in employment advertising.

Current wording

Other selling, general and administrative expenses decreased by $1.5 million for the three months ended June 30, 2025. This decrease is primarily due to an increase of $2.5 million in corporate expenses that were allocated to the UTI and Concorde segments compared to the prior period. These corporate expenses included primarily human resource expenses and information technology costs that increased with the overall headcount and operations. The decrease in expenses is partially offset by a $0.7 million increase in software expenses and a $0.3 million increase in employee awards.

Previous wording

Income tax expense for the three months ended March 31, 2025 was $5.4 million, or 32.0% of pre-tax income, compared to $2.8 million, or 26.2% of pre-tax income, for the three months ended March 31, 2024. The effective income tax rate for the three months ended March 31, 2025 differed from the federal statutory rate of 21% primarily due to non-deductible executive compensation, stock-based compensation expense, refinements to the federal research and development tax credits and state and local income and franchise taxes. The effective income tax rate for the three months ended March 31, 2024 differed from the federal statutory rate of 21% primarily due to non-deductible executive compensation, federal research and development tax credits and state and local income and franchise taxes. See Note 12 of the notes to the condensed consolidated financial statements herein for additional details.

Current wording

Income tax expense for the three months ended June 30, 2025 was $3.7 million, or 25.7% of pre-tax income, compared to $1.8 million, or 26.2% of pre-tax income, for the three months ended June 30, 2024. The effective income tax rate for the three months ended June 30, 2025 differed from the federal statutory rate of 21% primarily due to non-deductible executive compensation, stock-based compensation expense, refinements to the federal research and development tax credits and state and local income and franchise taxes. The effective income tax rate for the three months ended June 30, 2024 differed from the federal statutory rate of 21% primarily due to non-deductible executive compensation, federal research and development tax credits and state and local income and franchise taxes. See Note 12 of the notes to the condensed consolidated financial statements herein for additional details.

Previous wording

Revenues for the six months ended March 31, 2025 were $408.9 million, an increase of $50.0 million, or 13.9%, as compared to revenues of $358.9 million for the six months ended March 31, 2024.

Current wording

Revenues for the nine months ended June 30, 2025 were $613.2 million, an increase of $76.8 million, or 14.3%, as compared to revenues of $536.3 million for the nine months ended June 30, 2024.

Previous wording

Revenues for UTI for the three months ended March 31, 2025 were $134.2 million compared to $123.3 million in the prior period. Revenue increased primarily due to a 26.4% increase in new student starts and an 7.0% increase in average full-time active students from the prior period.

Current wording

Revenues for UTI for the nine months ended June 30, 2025 were $397.2 million compared to $355.8 million in the prior year period. Revenue increased primarily due to a 13.7% increase in new student starts and a 7.9% increase in average full-time active students from the prior period.

Previous wording

Revenues for Concorde for the six months ended March 31, 2025 were $143.2 million compared to $120.2 million in the prior year period. Revenues increased primarily due to an 20.3% increase in new student starts and a 16.0% increase in average full-time active students from the prior period.

Current wording

Revenues for Concorde for the nine months ended June 30, 2025 were $216.0 million compared to $180.5 million in the prior year period. Revenues increased primarily due to an 16.2% increase in new student starts and a 16.9% increase in average full-time active students from the prior period.

Previous wording

Educational services and facilities expenses were $202.6 million for the six months ended March 31, 2025, as compared to $189.9 million for the six months ended March 31, 2024, which was primarily due to the increased student volumes during the period and costs associated with execution of our business strategies, partially offset by cost savings from our operational initiatives.

Current wording

Educational services and facilities expenses were $308.2 million for the nine months ended June 30, 2025, as compared to $285.2 million for the nine months ended June 30, 2024, which was primarily due to the increased student volumes during the period and costs associated with execution of our business strategies, partially offset by cost savings from our operational initiatives.

Previous wording

Compensation and related costs increased by $6.2 million for the six months ended March 31, 2025 primarily due to instructors and other personnel hired to support the new programs added and overall growth in the student population.

Current wording

Compensation and related costs increased by $9.1 million for the nine months ended June 30, 2025 primarily due to additional instructors and other campus related personnel hired to support the new programs added and overall growth in the student population.

Previous wording

Compensation and related costs increased by $1.2 million for the three months ended March 31, 2025 primarily due to additional headcount hired to support the UTI segment and execution of our business strategies.

Current wording

Occupancy costs increased by $1.2 million for the nine months ended June 30, 2025, primarily due to new lease activity associated with the announced new campus growth and annual rate increases on existing leases.

Previous wording

Supplies, maintenance and student expense decreased by $4.4 million for the six months ended March 31, 2025 primarily due to a decrease in student housing expenses.

Current wording

Supplies, maintenance and student expense decreased by $5.4 million for the nine months ended June 30, 2025 primarily due to a $5.2 million decrease in student housing expenses.

Showing the first 40 of 85 pairs. Open the source sections for the rest.

Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

See Note 10 of the notes to the condensed consolidated financial statements herein for additional details on the term loans and the Revolving Credit Facility.

Current report — wording carried from elsewhere

•The change in receivables used cash of $9.7 million and was primarily due to the timing of Title IV disbursements and other cash receipts on behalf of our students.

Current report — wording carried from elsewhere

•The increase in accounts payable and accrued expenses provided cash of $8.6 million primarily related to the timing of payments to vendors and for payroll and bonus accruals.
Rearranged previous paragraphs (5)

Previous report — wording carried elsewhere

As of March 31, 2025, no shares of Series A Convertible Preferred Stock, (the “Series A Preferred Stock”) remained outstanding and all rights of the holders to receive future dividends have been terminated due to the combination of the repurchase and conversion of all outstanding preferred shares as of December 18, 2023. See Note 18 included in our 2024 Annual Report on Form 10-K for additional details on the conversion of our Series A Preferred Stock.

Previous report — wording carried elsewhere

Income available for distribution refers to net income reduced by dividends on our Series A Preferred Stock. As a result of the foregoing, we reported income available for distribution of $11.4 million for the three months ended March 31, 2025 and income available for distribution of $7.8 million for three months ended March 31, 2024.

Previous report — wording carried elsewhere

Series A Preferred Stock was considered a participating security because, in the event that we paid a dividend or make a distribution on the outstanding common stock, we should 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 earnings per share 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.

Previous report — wording carried elsewhere

As noted above, 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. As such, there was no income allocated to participating securities for the three months ended March 31, 2025 and 2024.

Previous report — wording carried elsewhere

Net income available to common shareholders