U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2019 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-31923 _____________________________________________ UNIVERSAL TECHNICAL INSTITUTE, INC. (Exact name of registrant as specified in its charter) | Delaware | 86-0226984 | | --- | -- ...

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________________________________________ (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to ______ Commission File Number: 1-31923 UNIVERSAL TECHNICAL INSTITUTE, INC. (Exact name of registrant as specified in its char ...

PART I. FINANCIAL INFORMATION [Financial Statements (unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) Unaudited financial statements for the six months ended March 31, 2019, show slight revenue growth, widened net loss, decreased assets, and improved operating cash flow Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2019 (In thousands) | September 30, 2018 (In thousands) | | :--- | :--- | :--- | | Cash and cash equivalents | $52,925 | $58,104 | | Total current assets | $101,133 | $116,795 | | Total assets | $260,337 | $282,278 | | Total current liabilities | $88,153 | $92,462 | | Total liabilities | $148,103 | $155,633 | | Total shareholders' equity | $112,234 | $126,645 | Condensed Consolidated Statements of Loss Highlights (Unaudited) | Metric | Three Months Ended Mar 31, 2019 (In thousands) | Three Months Ended Mar 31, 2018 (In thousands) | Six Months Ended Mar 31, 2019 (In thousands) | Six Months Ended Mar 31, 2018 (In thousands) | | :--- | :--- | :--- | :--- | :--- | | Revenues | $81,746 | $80,663 | $164,796 | $161,819 | | Loss from operations | $(5,580) | $(8,820) | $(12,785) | $(12,424) | | Net loss | $(5,263) | $(8,833) | $(12,980) | $(9,968) | | Net loss per share - basic | $(0.26) | $(0.40) | $(0.61) | $(0.50) | Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | Cash Flow Activity | Six Months Ended Mar 31, 2019 (In thousands) | Six Months Ended Mar 31, 2018 (In thousands) | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $2,808 | $(6,073) | | Net cash provided by (used in) investing activities | $(4,641) | $39,604 | | Net cash used in financing activities | $(3,382) | $(3,165) | | Net (decrease) increase in cash | $(5,215) | $30,366 | - The company is the leading provider of postsecondary education for students seeking careers as professional automotive, diesel, collision repair, motorcycle, and marine technicians, as well as welders and CNC machining technicians[23](index=23&type=chunk) - The company announced the planned closure of its Norwood, Massachusetts campus in the fall of 2020, with postemployment benefits expected to total approximately **$0.9 million**[46](index=46&type=chunk) - The company continues to be subject to special reporting to the Department of Education (ED), including monthly cash flow projection reports and student rosters, following the 2016 issuance of Series A Preferred Stock[92](index=92&type=chunk)[131](index=131&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses revenue growth and new student start increases driven by transformation initiatives and campus strategy shifts, with sufficient liquidity Key Operating Metrics (Six Months Ended March 31, 2019 vs 2018) | Metric | Change | Reason | | :--- | :--- | :--- | | New Student Starts | +12.7% | Result of transformation plan initiatives and metro campus strategy | | Average Undergraduate Full-Time Enrollment | +0.7% | Higher student population levels | - The company is implementing a multi-year transformation plan focused on growth through investments in marketing, admissions, and student services, including expanding into new geographic markets and shifting to smaller campuses[110](index=110&type=chunk)[113](index=113&type=chunk) - The decision to close the Norwood, MA campus in fall 2020 is expected to improve annual pre-tax net income, EBITDA, and cash flows after the exit is complete[110](index=110&type=chunk)[111](index=111&type=chunk) Financial Performance Summary (in millions) | Period | Revenues | % Change | Operating Loss | Net Loss | | :--- | :--- | :--- | :--- | :--- | | **Q2 2019** | $81.7 | 1.3% | $(5.6) | $(5.3) | | **Q2 2018** | $80.7 | - | $(8.8) | $(8.8) | | **6M 2019** | $164.8 | 1.8% | $(12.8) | $(13.0) | | **6M 2018** | $161.8 | - | $(12.4) | $(10.0) | EBITDA Reconciliation (Non-GAAP, in thousands) | Period | EBITDA | Net Loss | | :--- | :--- | :--- | | **Q2 2019** | $(319) | $(5,263) | | **Q2 2018** | $(4,015) | $(8,833) | | **6M 2019** | $(3,234) | $(12,980) | | **6M 2018** | $(3,172) | $(9,968) | - The company believes cash flows from operations, cash on hand (**$52.9 million** as of March 31, 2019), and investments will satisfy working capital needs and capital expenditures for the next 12 months[163](index=163&type=chunk)[166](index=166&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section reports no material changes to the company's market risk exposure since September 30, 2018 - There have been no material changes to the company's market risk since September 30, 2018[181](index=181&type=chunk) [Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of March 31, 2019, and designed new internal controls for ASU 2016-02 lease accounting - Based on an evaluation, the President and CEO and the Interim CFO concluded that disclosure controls and procedures were effective as of March 31, 2019[183](index=183&type=chunk) - During the quarter, the company began designing new internal controls related to the adoption of the new lease accounting standard, ASU 2016-02, including implementing a new IT system[184](index=184&type=chunk)[186](index=186&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=44&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal matters, accruing for probable losses, but cannot estimate potential losses for pending proceedings - The company is subject to lawsuits, investigations, and other claims in the ordinary course of business[187](index=187&type=chunk) - The ultimate outcome of pending legal proceedings is uncertain, and it is not currently possible to provide an estimate of the amount or range of potential losses[187](index=187&type=chunk) [Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) This section directs investors to the 2018 Annual Report on Form 10-K for detailed risk factors that could materially affect the company - Investors are advised to carefully consider the risk factors discussed in the company's 2018 Annual Report on Form 10-K, as they could materially affect business, financial condition, or operating results[188](index=188&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not repurchase shares under its **$25.0 million** program during Q1 2019, but repurchased 1,832 shares for employee tax liabilities - No shares were purchased under the company's **$25.0 million** stock repurchase program during the quarter ended March 31, 2019[190](index=190&type=chunk) Issuer Purchases of Equity Securities (Q2 2019) | Purpose | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Tax Withholdings | 1,832 | $3.56 | [Exhibits](index=45&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO/CFO certifications and financial statements in XBRL format - The report includes required exhibits such as CEO and CFO certifications under Sections 302 and 906 of the Sarbanes-Oxley Act, and financial data in XBRL format[193](index=193&type=chunk)

Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________________________________________ (Address of principal executive offices) (623) 445-9500 (Registrant's telephone number, including area code) Indicate by check mark whether the registr ...