Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o 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 001-40839 QT Imaging Holdings, Inc. (Exact name of registrant as specified in its charter) ...

[Financial and Operational Highlights](index=1&type=section&id=Financial%20and%20Operational%20Highlights) Aemetis reported increased Q2 2025 revenue to $52.2 million, driven by India biodiesel and Dairy RNG, alongside strategic biogas and India IPO preparations Q2 2025 Key Financial Metrics | Metric | Value ($) | Note | | :--- | :--- | :--- | | **Revenues** | $52.2M | Increased $9.3M from Q1 2025 | | **Aemetis Biogas Revenue** | $3.1M | From 11 operating digesters | | **Operating Loss** | Improved by $4.9M | Compared to Q1 2025, due to lower SG&A | - The increase in revenue was primarily driven by the California Ethanol and Dairy RNG segments, along with new orders for the India Biodiesel business from Oil Marketing Companies[3](index=3&type=chunk)[5](index=5&type=chunk) - Strategic developments include the appointment of a new CFO for the India subsidiary, targeting a public listing in early **2026**[5](index=5&type=chunk) - Aemetis Biogas signed a **$27 million** agreement with NPL for H₂S and compression units for **15** dairy digesters and received CARB approval for **7** new LCFS pathways[5](index=5&type=chunk) - The company anticipates increased income and cash flow from Section 45Z production tax credits and cost reductions from the mechanical vapor recompression project in its California Ethanol segment[3](index=3&type=chunk)[4](index=4&type=chunk) [Financial Results](index=2&type=section&id=Financial%20Results) Aemetis reported Q2 2025 revenues of $52.2 million, a decrease from Q2 2024, but improved operating and net losses for both the quarter and first half [Financial Results for the Three Months Ended June 30, 2025](index=2&type=section&id=Financial%20Results%20for%20the%20Three%20Months%20Ended%20June%2030%2C%202025) Q2 2025 revenues decreased to $52.2 million year-over-year, while operating and net losses improved to $10.7 million and $23.4 million respectively, despite a wider gross loss Q2 2025 vs Q2 2024 Financial Comparison | Metric | Q2 2025 ($) | Q2 2024 ($) | Change ($) | | :--- | :--- | :--- | :--- | | **Revenues** | $52.2M | $66.6M | ($14.4M) | | **Gross Loss** | ($3.4M) | ($1.8M) | ($1.6M) | | **Operating Loss** | ($10.7M) | ($13.6M) | $2.9M Improvement | | **Net Loss** | ($23.4M) | ($29.2M) | $5.8M Improvement | - SG&A expenses decreased significantly to **$7.3 million** from **$11.8 million** year-over-year, primarily due to a one-time **$3.6 million** loss on asset disposals in 2024[7](index=7&type=chunk) - Cash at quarter-end was **$1.6 million**, up from **$900 thousand** at the end of 2024, with **$3.6 million** invested in capital projects during the quarter[10](index=10&type=chunk) [Financial Results for the Six Months Ended June 30, 2025](index=2&type=section&id=Financial%20Results%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202025) H1 2025 revenues decreased to $95.1 million due to India contract delays, while gross and operating losses widened, but net loss improved to $47.9 million H1 2025 vs H1 2024 Financial Comparison | Metric | H1 2025 ($) | H1 2024 ($) | Change ($) | | :--- | :--- | :--- | :--- | | **Revenues** | $95.1M | $139.2M | ($44.1M) | | **Gross Loss** | ($8.4M) | ($2.4M) | ($6.0M) | | **Operating Loss** | ($26.2M) | ($23.1M) | ($3.1M) | | **Net Loss** | ($47.9M) | ($53.4M) | $5.5M Improvement | - The lower revenue in H1 2025 was primarily due to delays in receiving contracts from government-owned Oil Marketing Companies in India[11](index=11&type=chunk) - Total investments in capital projects during H1 2025 amounted to **$5.4 million**, with **$4.1 million** dedicated to Aemetis Biogas projects[14](index=14&type=chunk) [Company Overview and Forward-Looking Statements](index=2&type=section&id=Company%20Overview%20and%20Forward-Looking%20Statements) Aemetis is a renewable energy company producing RNG, fuels, and biochemicals, with operations in California and India, and developing SAF, while reporting non-GAAP measures and forward-looking statements - Aemetis operates a California biogas digester network (RNG), a **65 MGY** ethanol plant in California, an **80 MGY** biodiesel facility in India, and is developing a SAF/renewable diesel biorefinery[15](index=15&type=chunk)[16](index=16&type=chunk) - The company defines Adjusted EBITDA as net loss adjusted for interest, taxes, depreciation, amortization, accretion, and share-based compensation[17](index=17&type=chunk) - The release contains forward-looking statements regarding growth plans, market trends, project development, and capital raising, subject to various risks and uncertainties[19](index=19&type=chunk) [Consolidated Financial Statements](index=4&type=section&id=Consolidated%20Financial%20Statements) This section presents unaudited consolidated financial statements, detailing Q2 and H1 2025 operations, and the balance sheet as of June 30, 2025, showing asset and liability changes [Consolidated Condensed Statements of Operations](index=4&type=section&id=CONSOLIDATED%20CONDENSED%20STATEMENTS%20OF%20OPERATIONS) Aemetis reported a net loss of $23.4 million for Q2 2025 and $47.9 million for H1 2025, showing improvement compared to prior-year periods, with a Q2 2025 loss per share of $0.41 Consolidated Condensed Statements of Operations (unaudited, in thousands, except per share data) | | For the three months ended June 30, (in thousands) | For the six months ended June 30, (in thousands) | | :--- | :--- | :--- | :--- | :--- | | | **2025** | **2024** | **2025** | **2024** | | **Revenues** | $52,243 | $66,561 | $95,129 | $139,195 | | Cost of goods sold | 55,598 | 68,367 | 103,564 | 141,613 | | **Gross loss** | **(3,355)** | **(1,806)** | **(8,435)** | **(2,418)** | | SG&A expenses | 7,319 | 11,800 | 17,794 | 20,650 | | **Operating loss** | **(10,674)** | **(13,606)** | **(26,229)** | **(23,068)** | | Interest expense | 12,330 | 11,724 | 26,023 | 22,237 | | Accretion of Series A preferred units | 2,032 | 3,477 | 4,311 | 6,788 | | **Net loss** | **$(23,395)** | **$(29,174)** | **$(47,924)** | **$(53,405)** | | **Net loss per common share (Basic & Diluted)** | **$(0.41)** | **$(0.66)** | **$(0.87)** | **$(1.24)** | [Consolidated Condensed Balance Sheets](index=5&type=section&id=CONSOLIDATED%20CONDENSED%20BALANCE%20SHEETS) As of June 30, 2025, Aemetis reported total assets of $240.0 million, total liabilities of $529.3 million, and a stockholders' deficit of $289.3 million, with a notable increase in current long-term debt Consolidated Condensed Balance Sheets (in thousands) | | June 30, 2025 (Unaudited, in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $1,645 | $898 | | Total current assets | $20,086 | $44,696 | | Property, plant and equipment, net | $204,641 | $199,392 | | **Total assets** | **$240,016** | **$259,302** | | **Liabilities and Stockholders' Deficit** | | | | Current portion of long term debt | $247,615 | $63,745 | | Total current liabilities | $321,927 | $143,968 | | Total long term liabilities | $207,344 | $379,262 | | Total stockholders' deficit | $(289,255) | $(263,928) | | **Total liabilities and stockholders' deficit** | **$240,016** | **$259,302** | [Non-GAAP Reconciliation and Operational Metrics](index=6&type=section&id=Non-GAAP%20Reconciliation%20and%20Operational%20Metrics) This section presents non-GAAP Adjusted EBITDA reconciliation and operational metrics, showing a slight improvement in Q2 2025 Adjusted EBITDA loss and varied production volumes across segments [Reconciliation of Adjusted EBITDA to Net Income/(Loss)](index=6&type=section&id=RECONCILIATION%20OF%20ADJUSTED%20EBITDA%20TO%20NET%20INCOME%2F%28LOSS%29) Aemetis reported an Adjusted EBITDA loss of $5.8 million for Q2 2025, a slight improvement, but a $16.4 million loss for H1 2025, a deterioration, with reconciliation details provided Reconciliation of Adjusted EBITDA to Net Loss (unaudited, in thousands) | | For the three months ended June 30, (in thousands) | For the six months ended June 30, (in thousands) | | :--- | :--- | :--- | :--- | :--- | | | **2025** | **2024** | **2025** | **2024** | | **Net loss** | **$(23,395)** | **$(29,174)** | **$(47,924)** | **$(53,405)** | | Total adjustments | 17,627 | 23,268 | 31,494 | 42,749 | | **Adjusted EBITDA** | **$(5,768)** | **$(5,906)** | **$(16,430)** | **$(10,656)** | [Production and Price Performance](index=7&type=section&id=PRODUCTION%20AND%20PRICE%20PERFORMANCE) Q2 2025 production and sales varied by segment, with California Ethanol volumes decreasing, Dairy RNG increasing, and India Biodiesel sales significantly dropping due to contract delays Q2 2025 vs Q2 2024 Production and Sales Comparison | Segment | Metric | Q2 2025 (Units) | Q2 2024 (Units) | | :--- | :--- | :--- | :--- | | **California Ethanol** | Gallons sold (millions) | 13.8 | 14.8 | | **CA Dairy RNG** | MMBtu sold (thousands) | 106.4 | 88.0 | | **India Biodiesel** | Metric tons sold (thousands) | 9.4 | 20.4 | Q2 2025 vs Q2 2024 Average Price Comparison | Segment | Metric | Q2 2025 ($) | Q2 2024 ($) | | :--- | :--- | :--- | :--- | | **California Ethanol** | Avg. sales price/gallon | $2.01 | $1.99 | | **CA Dairy RNG** | Avg. price per MMBtu | $2.75 | $2.19 | | **India Biodiesel** | Avg. sales price/metric ton | $1,010 | $1,162 |

Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: KVH Industries, Inc. Chris Watson 401-845-2441 IR@kvh.com KVH Industries Reports Second Quarter 2025 Results MIDDLETOWN, RI, August 7, 2025 — KVH Industries, Inc. (Nasdaq: KVHI), reported financial results for the quarter ended June 30, 2025 today. The company will hold a conference call to discuss these results at 9:00 a.m. ET today, which can be accessed at investors.kvh.com. Following the call, a replay of the webcast will be available through the company's web ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (State or other jurisdiction of incorporation or organization) 321 Arsenal Street, Suite 101 Watertown, Massachusetts 02472 (Address of principal executive offices) (Zip Code) Delaware 85-1612845 (I.R. ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 PLAYTIKA HOLDING CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 81-3634591 (State of other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) c/o Playtika Ltd. HaChoshlim St 8 Herzliya Pituach, Israel 972-73-316-3251 (Address, including zip code, and telephone number, includ ...

Exhibit 99.1 Disc Medicine Reports Second Quarter 2025 Financial Results and Provides Business Update WATERTOWN, Mass., August 7, 2025 – Disc Medicine, Inc. (NASDAQ:IRON), a clinical-stage biopharmaceutical company focused on the discovery, development, and commercialization of novel treatments for patients suffering from serious hematologic diseases, today reported financial results for the second quarter ended June 30, 2025, and provided a recap of recent program and corporate developments. "We are please ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ 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 1-03480 MDU RESOURCES GROUP, INC. (Exact name of registrant as specified in its charter) (Registrant's telephone nu ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ 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: 001-37872 Priority Technology Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 47-4257046 (State or other jurisdi ...

[PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) This section presents the unaudited condensed consolidated financial statements for Q2 and H1 2025, including balance sheets, operations, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets decreased to **$279.0 million** while total liabilities increased to **$218.1 million**, driven by operating lease liabilities Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $53,804 | $182,476 | | Total current assets | $121,287 | $211,886 | | Total assets | $279,009 | $297,508 | | **Liabilities & Stockholders' Equity** | | | | Total current liabilities | $34,109 | $37,961 | | Operating lease liability, net of current | $112,478 | $37,180 | | Total liabilities | $218,149 | $144,359 | | Total stockholders' equity | $60,860 | $153,149 | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Q2 2025 saw **$1.1 million** in revenue and a **$52.6 million** net loss, while H1 2025 net loss was **$104.5 million** Statement of Operations Summary (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Total revenue | $1,115 | $0 | $2,569 | $591 | | Research and development | $41,375 | $43,071 | $81,937 | $80,845 | | General and administrative | $13,117 | $12,601 | $26,401 | $23,759 | | Loss from operations | $(53,377) | $(55,672) | $(105,769) | $(104,013) | | Net loss | $(52,591) | $(55,327) | $(104,481) | $(101,088) | | Net loss per share | $(0.41) | $(0.46) | $(0.81) | $(0.90) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) H1 2025 net cash used in operating activities was **$90.3 million**, with financing activities providing **$6.2 million**, ending the period with **$67.5 million** in cash Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(90,269) | $(113,198) | | Net cash used in investing activities | $(44,971) | $(30,138) | | Net cash provided by financing activities | $6,197 | $157,362 | | **Net change in cash, cash equivalents, and restricted cash** | **$(129,043)** | **$14,026** | | Cash, cash equivalents, and restricted cash at end of period | $67,495 | $69,096 | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes detail liquidity, accounting policies, and key agreements, including a **$138.2 million** stock offering, stock option repricing, and ongoing arbitration with Beam Therapeutics - In August 2025, the company raised approximately **$138.2 million** in net proceeds from a common stock offering, which is expected to be sufficient to fund operations for at least the next twelve months[34](index=34&type=chunk)[35](index=35&type=chunk) - On August 1, 2025, the company repriced certain outstanding employee and director stock options with exercise prices above **$4.04** down to **$4.04** per share to improve retention and incentive value[80](index=80&type=chunk)[81](index=81&type=chunk) - The company is in an arbitration proceeding with Beam Therapeutics, Inc regarding a dispute over the development of a treatment for alpha-1 antitrypsin deficiency (AATD)[89](index=89&type=chunk)[141](index=141&type=chunk) - In July 2025, the company entered into an agreement with the Cystic Fibrosis Foundation (CFF) for up to **$24 million** in additional funding to accelerate the development of Prime Editors for cystic fibrosis[87](index=87&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the strategic shift to the in vivo liver franchise, analyzes Q2 and H1 2025 financial results, and highlights a **$138.2 million** financing extending the cash runway into 2027 [Overview and Business Update](index=27&type=section&id=Overview%20and%20Business%20Update) The company strategically refocused on its in vivo liver franchise (Wilson's Disease, AATD) with 2026 IND/CTA filings, while continuing CF and CAR-T programs and seeking partners for PM359 - Strategic focus has shifted to the in vivo liver franchise, targeting Wilson's Disease and AATD, with IND/CTA filings anticipated in the first half and middle of 2026, respectively[94](index=94&type=chunk) - The company will continue its Cystic Fibrosis program, supported by up to **$24 million** in additional funding from the Cystic Fibrosis Foundation, and its CAR-T collaboration with Bristol-Myers Squibb[95](index=95&type=chunk)[96](index=96&type=chunk) - Initial data from the Phase 1/2 trial of PM359 for CGD showed high levels of dihydrorhodamine positivity, considered potentially curative; the company is now seeking partners for this program following its strategic shift[97](index=97&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Q2 2025 R&D expenses decreased by **$1.7 million** due to program deprioritization, while H1 2025 G&A expenses increased by **$2.6 million** from severance and legal fees R&D Expense Comparison - Q2 (in thousands) | Category | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | Personnel expenses | $14,448 | $16,198 | $(1,750) | | Facility related | $13,765 | $11,302 | $2,463 | | Research costs | $8,116 | $11,390 | $(3,274) | | **Total R&D expenses** | **$41,375** | **$43,071** | **$(1,696)** | G&A Expense Comparison - H1 (in thousands) | Category | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Personnel expenses | $14,238 | $12,840 | $1,398 | | Professional and consultant fees | $7,228 | $5,931 | $1,297 | | **Total G&A expenses** | **$26,401** | **$23,759** | **$2,642** | - The decrease in Q2 R&D spending was driven by a **$3.3 million** reduction in research costs and a **$1.1 million** drop in clinical expenses due to the deprioritization of the CGD program[107](index=107&type=chunk) - The increase in H1 G&A expenses was primarily due to a **$1.4 million** increase in personnel costs related to one-time severance payments from the workforce reduction and a **$1.3 million** increase in corporate legal fees[112](index=112&type=chunk)[116](index=116&type=chunk) [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company held **$101.8 million** in cash and investments, supplemented by a **$138.2 million** August 2025 stock offering, extending its cash runway into 2027 - As of June 30, 2025, the company held **$101.8 million** in cash, cash equivalents, and investments[117](index=117&type=chunk) - An August 2025 stock offering generated approximately **$138.2 million** in net proceeds, extending the company's cash runway into 2027[118](index=118&type=chunk)[126](index=126&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate sensitivity on its **$115.4 million** investment portfolio, though a 10% rate change is not expected to be material - The company is exposed to interest rate risk on its **$115.4 million** portfolio of cash, cash equivalents, investments, and restricted cash[135](index=135&type=chunk) - Management does not believe a 10% change in interest rates would materially affect the fair market value of its investments due to their short-term nature[135](index=135&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) As of June 30, 2025, the company's disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during Q2 2025 - The company's disclosure controls and procedures were deemed effective as of the end of the period covered by this report (June 30, 2025)[138](index=138&type=chunk) - No changes occurred during the quarter that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[139](index=139&type=chunk) [PART II - OTHER INFORMATION](index=34&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company is in arbitration with Beam Therapeutics over alleged breach of a collaboration agreement regarding the AATD program, with Beam seeking damages and program transfer - The company is in a consolidated arbitration proceeding with Beam Therapeutics regarding the development of a treatment for AATD[141](index=141&type=chunk) - Beam alleges breach of contract and seeks declaratory, injunctive, and monetary relief, which could include forcing the company to cease work on its AATD program and transfer it to Beam[141](index=141&type=chunk) [Item 1A. Risk Factors](index=34&type=page&id=Item%201A.%20Risk%20Factors) Updated risk factors include healthcare reform, U.S. tax/trade policy changes, challenges in retaining key personnel, collaborator disputes, and operational risks from the May 2025 restructuring - Healthcare reform, including the Inflation Reduction Act of 2022 (IRA), could increase costs, add downward pressure on drug prices, and adversely affect profitability[143](index=143&type=chunk)[147](index=147&type=chunk) - The company's ability to retain key employees is a significant risk, exacerbated by a declining stock price that has left many stock options "underwater"; a recent option repricing was implemented to address this[158](index=158&type=chunk)[160](index=160&type=chunk) - The ongoing arbitration with Beam Therapeutics is highlighted as a material risk, as an adverse outcome could result in monetary damages and the loss of the company's AATD program[163](index=163&type=chunk) - The May 2025 strategic restructuring and workforce reduction may not achieve anticipated cost savings and could disrupt operations, reduce morale, and lead to further attrition[164](index=164&type=chunk)[165](index=165&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities occurred during the three months ended June 30, 2025 - There were no unregistered sales of equity securities in the three months ended June 30, 2025[167](index=167&type=chunk) [Item 5. Other Information](index=39&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted, modified, or terminated Rule 10b5-1 trading plans during the three months ended June 30, 2025 - No directors or officers adopted, modified, or terminated a Rule 10b5-1 trading plan during the quarter[171](index=171&type=chunk) [Item 6. Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including officer certifications and various agreements

[Cautionary Note Regarding Forward-Looking Statements](index=3&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) The report contains forward-looking statements subject to various risks and uncertainties that may cause actual results to differ materially - The report contains forward-looking statements subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied[9](index=9&type=chunk)[10](index=10&type=chunk)[11](index=11&type=chunk) - Key risk factors include compliance with regulatory requirements, shifts in higher education laws, ability to maintain federal student financial assistance, execution of growth and diversification strategy, and macroeconomic conditions[12](index=12&type=chunk) [Part I. Financial Information](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Universal Technical Institute, Inc. and its subsidiaries, including balance sheets, statements of operations, comprehensive income, shareholders' equity, and cash flows, along with detailed notes explaining the company's business, accounting policies, recent pronouncements, and specific financial line items [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and shareholders' equity at specific dates Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2025 | September 30, 2024 | Change | % Change | | :-------------------- | :------------ | :----------------- | :----- | :------- | | **Assets** | | | | | | Cash and cash equivalents | $70,672 | $161,900 | $(91,228) | -56.3% | | Total current assets | $185,180 | $221,951 | $(36,771) | -16.6% | | Total assets | $740,759 | $744,575 | $(3,816) | -0.5% | | **Liabilities** | | | | | | Total current liabilities | $185,025 | $204,963 | $(19,938) | -9.7% | | Long-term debt | $70,942 | $123,007 | $(52,065) | -42.3% | | Total liabilities | $433,972 | $484,344 | $(50,372) | -10.4% | | **Shareholders' Equity** | | | | | | Total shareholders' equity | $306,787 | $260,231 | $46,556 | 17.9% | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section outlines the company's financial performance over specific periods, presenting revenues, expenses, and net income Condensed Consolidated Statements of Operations (in thousands, except per share) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Revenues | $204,298 | $177,458 | $613,174 | $536,329 | | Total operating expenses | $190,146 | $170,012 | $554,691 | $503,460 | | Income from operations | $14,152 | $7,446 | $58,483 | $32,869 | | Net income | $10,663 | $4,985 | $44,262 | $23,161 | | Net income per share - basic | $0.20 | $0.09 | $0.82 | $0.40 | | Net income per share - diluted | $0.19 | $0.09 | $0.80 | $0.39 | - Revenues increased by **15.1%** for the three months ended June 30, 2025, and by **14.3%** for the nine months ended June 30, 2025, compared to the prior year periods[18](index=18&type=chunk) - Net income more than **doubled** for both the three-month and nine-month periods ended June 30, 2025, compared to the prior year periods[18](index=18&type=chunk) [Condensed Consolidated Statements of Other Comprehensive Income](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Other%20Comprehensive%20Income) This section details components of comprehensive income beyond net income, such as unrealized gains or losses on financial instruments Condensed Consolidated Statements of Other Comprehensive Income (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Net income | $10,663 | $4,985 | $44,262 | $23,161 | | Unrealized loss on interest rate swaps, net of taxes | $(251) | $(6) | $(92) | $(539) | | Comprehensive income | $10,412 | $4,979 | $44,170 | $22,622 | [Condensed Consolidated Statements of Shareholders' Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%27%20Equity) This section tracks changes in the company's equity over time, reflecting net income, stock-based compensation, and share transactions - Total shareholders' equity increased from **$260.2 million** at September 30, 2024, to **$306.8 million** at June 30, 2025, primarily driven by net income and stock-based compensation[16](index=16&type=chunk)[24](index=24&type=chunk) - Retained earnings significantly increased from **$38.5 million** at September 30, 2024, to **$82.8 million** at June 30, 2025[16](index=16&type=chunk)[24](index=24&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=13&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section reports the cash generated and used by the company across operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (in thousands) | Metric | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :-------------------- | :------------------------------ | :------------------------------ | | Net cash provided by operating activities | $40,226 | $18,361 | | Net cash used in investing activities | $(78,273) | $(16,508) | | Net cash used in financing activities | $(56,026) | $(39,661) | | Change in cash, cash equivalents and restricted cash | $(94,073) | $(37,808) | | Cash, cash equivalents and restricted cash, end of period | $73,399 | $119,116 | - Operating cash flow more than **doubled** year-over-year, reaching **$40.2 million** for the nine months ended June 30, 2025[29](index=29&type=chunk) - Significant cash was used in investing activities (**$78.3 million**) primarily for held-to-maturity investments and property and equipment purchases[29](index=29&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=15&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and additional information supporting the condensed consolidated financial statements [Note 1 - Nature of the Business](index=15&type=section&id=Note%201%20-%20Nature%20of%20the%20Business) This note describes the company's business as a workforce solutions provider in transportation, skilled trades, and healthcare education - Universal Technical Institute, Inc. is a workforce solutions provider offering transportation, skilled trades, and healthcare education programs through two reportable segments: UTI and Concorde[33](index=33&type=chunk) - UTI operates **15 campuses** in nine states, focusing on transportation and skilled trades, including manufacturer-specific training Concorde operates **17 campuses** and online, offering allied health, dental, nursing, patient care, and diagnostic programs[33](index=33&type=chunk)[34](index=34&type=chunk) - Primary revenue source is student tuition and fees, largely funded by federal financial aid programs (Title IV) and veterans' benefits[36](index=36&type=chunk) [Note 2 - Basis of Presentation](index=15&type=section&id=Note%202%20-%20Basis%20of%20Presentation) This note explains the preparation of the unaudited interim financial statements in accordance with GAAP and Form 10-Q instructions - The unaudited condensed consolidated financial statements are prepared in accordance with GAAP for interim financial information and Form 10-Q instructions, including normal and recurring adjustments[37](index=37&type=chunk) - No material changes in significant accounting policies or estimates from the 2024 Annual Report on Form 10-K[39](index=39&type=chunk) [Note 3 - Recent Accounting Pronouncements](index=16&type=section&id=Note%203%20-%20Recent%20Accounting%20Pronouncements) This note outlines recently issued accounting standards updates and their potential impact on the company's financial reporting - ASU 2023-07 (Segment Reporting) is effective for fiscal 2025 10-K and Q1 2026 10-Q, requiring enhanced segment disclosures[41](index=41&type=chunk) - ASU 2023-09 (Income Taxes) is effective for fiscal 2026 10-K, enhancing income tax disclosures[42](index=42&type=chunk) - ASU 2025-05 (Financial Instruments – Credit Losses) is effective for annual periods beginning after December 15, 2025, introducing a practical expedient for credit loss measurement on receivables[43](index=43&type=chunk) - ASU 2024-03 (Expense Disaggregation Disclosures) is effective for annual periods beginning after December 15, 2026, requiring additional disclosure of income statement expenses[44](index=44&type=chunk) [Note 4 - Revenue from Contracts with Customers](index=17&type=section&id=Note%204%20-%20Revenue%20from%20Contracts%20with%20Customers) This note details the company's revenue recognition policies, primarily from student tuition and fees, and related contract balances - Revenues primarily consist of student tuition and fees, recognized ratably over the course or program term, after discounts, scholarships, and refunds[45](index=45&type=chunk) - Supplemental revenues come from textbook/supply sales and training/staffing services, recognized as goods/services are transferred[46](index=46&type=chunk) Receivables and Deferred Revenue (in thousands) | Metric | June 30, 2025 | September 30, 2024 | | :-------------------- | :------------ | :----------------- | | Receivables | $87,347 | $72,080 | | Deferred revenue | $67,043 | $92,538 | [Note 5 - Investments](index=17&type=section&id=Note%205%20-%20Investments) This note describes the company's investments in short-term corporate and government bonds, classified as held-to-maturity - In February 2025, the company invested in short-term corporate and government bonds, classified as held-to-maturity, with a minimum credit rating of A[49](index=49&type=chunk) Investment Portfolio (in thousands) | Investment Type | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Market Value | | :----------------------------- | :------------- | :--------------------- | :---------------------- | :-------------------------- | | Corporate and government bonds due in less than 1 year | $47,162 | $2 | $(20) | $47,144 | | Corporate and government bonds due in more than 1 year | $5,566 | $3 | $— | $5,569 | [Note 6 - Fair Value Measurements](index=18&type=section&id=Note%206%20-%20Fair%20Value%20Measurements) This note explains the company's use of a three-tier fair value hierarchy for measuring financial assets and liabilities - The company uses a three-tier fair value hierarchy (Level 1, 2, 3) to rank the quality and reliability of information used for fair value measurements[53](index=53&type=chunk) Fair Value Measurements (in thousands) | Asset/Liability | June 30, 2025 Fair Value | Level 1 | Level 2 | Level 3 | | :----------------------------- | :----------------------- | :------ | :------ | :------ | | Money market funds | $51,964 | $51,964 | $— | $— | | Corporate and government bonds | $52,713 | $52,713 | $— | $— | | Notes receivable | $46,518 | $— | $— | $46,518 | | Revolving credit facility and term loans | $70,001 | $— | $70,001 | $— | [Note 7 - Property and Equipment, net](index=19&type=section&id=Note%207%20-%20Property%20and%20Equipment%2C%20net) This note provides details on the company's property and equipment, including gross amounts, accumulated depreciation, and net book value Property and Equipment, net (in thousands) | Category | June 30, 2025 | September 30, 2024 | | :---------------------- | :------------ | :----------------- | | Property and equipment, gross | $467,236 | $473,001 | | Less: Accumulated depreciation and amortization | $(199,519) | $(208,204) | | Property and equipment, net | $267,717 | $264,797 | - Depreciation expense was **$8.1 million** for the three months and **$23.8 million** for the nine months ended June 30, 2025[55](index=55&type=chunk) [Note 8 - Leases](index=19&type=section&id=Note%208%20-%20Leases) This note details the company's lease arrangements for facilities, including lease expenses and liabilities, and new campus leases - The company has facility leases at **29 of 32 operating campuses** and two non-campus locations, with new leases recorded for future campuses in Fort Myers, Atlanta, and Denver during the nine months ended June 30, 2025[56](index=56&type=chunk)[63](index=63&type=chunk) Lease Expense (in thousands) | Lease Expense | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :--------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Operating lease expense | $8,428 | $7,603 | $23,693 | $22,862 | | Total net lease expense | $11,395 | $10,561 | $32,343 | $31,207 | Lease Liabilities (in thousands) | Lease Liabilities | June 30, 2025 | September 30, 2024 | | :------------------------------- | :------------ | :----------------- | | Operating lease liabilities, current portion | $18,733 | $22,210 | | Operating lease liabilities (non-current) | $168,508 | $146,831 | | Total lease liabilities | $191,318 | $173,809 | [Note 9 - Accounts Payable and Accrued Expenses](index=21&type=section&id=Note%209%20-%20Accounts%20Payable%20and%20Accrued%20Expenses) This note provides a breakdown of the company's accounts payable and various accrued expenses at specific reporting dates Accounts Payable and Accrued Expenses (in thousands) | Category | June 30, 2025 | September 30, 2024 | | :---------------------- | :------------ | :----------------- | | Accounts payable | $22,840 | $26,273 | | Accrued compensation and benefits | $45,398 | $35,660 | | Total accounts payable and accrued expenses | $91,278 | $83,866 | [Note 10 - Debt](index=22&type=section&id=Note%2010%20-%20Debt) This note details the company's debt instruments, including revolving credit facilities, term loans, and finance leases, along with covenant compliance Debt (in thousands) | Debt Type | Interest Rate | Maturity Date | June 30, 2025 Carrying Value | September 30, 2024 Carrying Value | | :----------------------- | :------------ | :------------ | :----------------------------- | :-------------------------------- | | Revolving Credit Facility | 6.14% | Nov 2027 | $6,000 | $56,000 | | Avondale Term Loan | 6.37% | May 2028 | $27,726 | $28,390 | | Lisle Term Loan | 6.32% | Apr 2029 | $36,275 | $36,929 | | Finance lease | 6.02% | Jan 2029 | $4,077 | $4,768 | | Total debt, net | | | $73,764 | $125,704 | - The company repaid **$50.0 million** net on the Revolving Credit Facility during the nine months ended June 30, 2025, and further repaid **$6.0 million** in July 2025[68](index=68&type=chunk)[195](index=195&type=chunk) - A **$19.6 million** letter of credit was issued in July 2025 to the ED to lift core growth restrictions on Concorde and MIAT campuses, reducing Revolving Credit Facility availability[69](index=69&type=chunk)[182](index=182&type=chunk) - The company was not in compliance with the Quick Ratio covenant (**0.62** vs. required **0.65**) as of June 30, 2025, but obtained a waiver from Fifth Third Bank[73](index=73&type=chunk)[183](index=183&type=chunk) [Note 11 - Derivative Financial Instruments](index=24&type=section&id=Note%2011%20-%20Derivative%20Financial%20Instruments) This note describes the company's use of interest rate swap agreements to manage interest rate risk, designated as cash flow hedges - The company uses interest rate swap agreements (Avondale Swap and Lisle Swap) to fix interest rates on **50%** of the principal amounts of its term loans, designated as effective cash flow hedges[76](index=76&type=chunk) Interest Rate Swaps (in thousands) | Interest Rate Swaps | June 30, 2025 Fair Value | September 30, 2024 Fair Value | | :--------------------------------- | :----------------------- | :---------------------------- | | Other current assets | $486 | $497 | | Other assets | $615 | $726 | | Total fair value of assets designated as hedging instruments | $1,101 | $1,223 | - An estimated **$0.5 million** from accumulated other comprehensive income related to interest rate swaps will be reclassified to interest expense within the next twelve months[77](index=77&type=chunk) [Note 12 - Income Taxes](index=25&type=section&id=Note%2012%20-%20Income%20Taxes) This note presents the company's income tax expense, effective tax rates, and factors causing deviations from the federal statutory rate Income Tax Expense and Effective Tax Rate | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :----- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Income tax expense (in thousands) | $3,689 | $1,772 | $14,453 | $7,699 | | Effective income tax rate | 25.7% | 26.2% | 24.6% | 24.9% | - The effective tax rate differed from the **21%** federal statutory rate primarily due to non-deductible executive compensation, stock-based compensation, R&D tax credits, and state/local taxes[80](index=80&type=chunk) - The company is assessing the impact of the recently enacted One Big Beautiful Bill Act (OBBBA) on its annual results for fiscal 2025[82](index=82&type=chunk) [Note 13 - Restructuring Costs](index=26&type=section&id=Note%2013%20-%20Restructuring%20Costs) This note outlines costs associated with the consolidation of UTI's Houston campuses, including student financing and employee termination expenses - UTI consolidated two Houston campus locations, completing the transition during Q1 fiscal 2025, reducing UTI campuses from **16 to 15**[84](index=84&type=chunk) - Total estimated restructuring costs are **$1.2 million**, with **$0.2 million** incurred through June 30, 2025, primarily for student financing, employee termination, and tools[85](index=85&type=chunk)[86](index=86&type=chunk)[87](index=87&type=chunk) - A remaining potential cost of up to **$1.0 million** relates to federal loan discharges[88](index=88&type=chunk) [Note 14 - Commitments and Contingencies](index=26&type=section&id=Note%2014%20-%20Commitments%20and%20Contingencies) This note discloses the company's exposure to various legal proceedings, investigations, and regulatory matters in the ordinary course of business - The company is periodically subject to lawsuits, arbitrations, investigations, and regulatory proceedings in the ordinary course of business[89](index=89&type=chunk) - No material legal proceedings are currently pending, but adverse outcomes could materially affect business, cash flows, results of operations, or financial condition[90](index=90&type=chunk) [Note 15 - Shareholders' Equity](index=26&type=section&id=Note%2015%20-%20Shareholders%27%20Equity) This note details changes in shareholders' equity, including preferred stock conversion and common stock repurchase plan information - As of June 30, 2025, no shares of Series A Convertible Preferred Stock remain outstanding, following a repurchase of **33,300 shares** and conversion of remaining shares into **19,296,843 common shares** on December 18, 2023[92](index=92&type=chunk)[93](index=93&type=chunk) - The company has a **$35.0 million** share repurchase plan authorized in December 2020, but no shares have been repurchased under this plan during the nine months ended June 30, 2025 or 2024[94](index=94&type=chunk) [Note 16 - Earnings per Share](index=27&type=section&id=Note%2016%20-%20Earnings%20per%20Share) This note provides the calculation of basic and diluted earnings per share, reflecting net income and weighted average shares outstanding Earnings per Share | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :----- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Net income available to common shareholders (in thousands) | $10,663 | $4,985 | $44,262 | $19,209 | | Weighted average basic shares outstanding (in thousands) | 54,412 | 53,805 | 54,260 | 47,956 | | Basic income per share | $0.20 | $0.09 | $0.82 | $0.40 | | Diluted income per common share | $0.19 | $0.09 | $0.80 | $0.39 | - The two-class method for EPS calculation is no longer applicable after the preferred stock conversion on December 18, 2023[95](index=95&type=chunk)[99](index=99&type=chunk) [Note 17 - Segment Information](index=28&type=section&id=Note%2017%20-%20Segment%20Information) This note presents financial data for the company's two reportable segments, UTI and Concorde, detailing revenues and operational income - The company operates in two reportable segments: Universal Technical Institute (UTI) and Concorde Career Colleges (Concorde), with 'Corporate' expenses unallocated[99](index=99&type=chunk) Segment Performance (Three Months Ended June 30, 2025, in thousands) | Metric | UTI | Concorde | Consolidated | | :-------------------- | :--------------- | :-------------------- | :------------------------ | | Revenues | $131,463 | $72,835 | $204,298 | | Income (loss) from operations | $19,870 | $5,929 | $14,152 | | Net income (loss) | $18,583 | $5,890 | $10,663 | Segment Performance (Nine Months Ended June 30, 2025, in thousands) | Metric | UTI | Concorde | Consolidated | | :-------------------- | :--------------- | :-------------------- | :------------------------ | | Revenues | $397,169 | $216,005 | $613,174 | | Income (loss) from operations | $66,762 | $26,006 | $58,483 | | Net income (loss) | $63,090 | $25,892 | $44,262 | [Note 18 - Government Regulation and Financial Aid](index=29&type=section&id=Note%2018%20-%20Government%20Regulation%20and%20Financial%20Aid) This note discusses the regulatory environment, including participation in federal student aid programs and the impact of recent legislative changes - Institutions participate in federal student aid programs (Title IV of HEA) and other federal sources, requiring state authorization, accreditation, and ED certification[103](index=103&type=chunk)[104](index=104&type=chunk) - The recently enacted OBBBA revised Title IV Programs, conditioning eligibility on earnings benchmarks and potentially limiting funding, with an unknown impact at this time[105](index=105&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes the company's financial performance, condition, and liquidity, covering student metrics, operational results, and strategic execution [Company Overview](index=30&type=section&id=Company%20Overview) This section provides an overview of Universal Technical Institute, Inc. as a leading workforce solutions provider in specialized education - Universal Technical Institute, Inc. is a leading workforce solutions provider in transportation, skilled trades, and healthcare education, utilizing a blended learning model[108](index=108&type=chunk) - All campuses are accredited and eligible for federal student financial assistance under Title IV Programs and other federal sources[112](index=112&type=chunk) [Overview of the Three and Nine Months Ended June 30, 2025](index=31&type=section&id=Overview%20of%20the%20Three%20and%20Nine%20Months%20Ended%20June%2030%2C%202025) This section summarizes key financial and student enrollment trends for the recent three and nine-month periods, highlighting growth drivers Student Metrics | Student Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | % Change | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | % Change | | :------------- | :------------------------------- | :------------------------------- | :------- | :------------------------------ | :------------------------------ | :------- | | Consolidated Total new student starts | 5,721 | 5,567 | 2.8% | 17,684 | 15,393 | 14.9% | | Consolidated Average full-time active students | 23,757 | 21,079 | 12.7% | 24,474 | 21,987 | 11.3% | | Consolidated End of period full-time active students | 22,369 | 20,128 | 11.1% | 22,369 | 20,128 | 11.1% | - Increases in student metrics were driven by new program rollouts and increased student demand across both UTI and Concorde segments[114](index=114&type=chunk) - Consolidated revenues increased by **15.1%** to **$204.3 million** for the three months and **14.3%** to **$613.2 million** for the nine months ended June 30, 2025, primarily due to higher average full-time active students[116](index=116&type=chunk)[117](index=117&type=chunk) - Income from operations significantly increased to **$14.2 million** (3 months) and **$58.5 million** (9 months), driven by increased revenues and ongoing operational efficiency improvements[118](index=118&type=chunk) [Business Strategy](index=32&type=section&id=Business%20Strategy) This section outlines the company's 'North Star strategy' focused on growth, diversification, and operational efficiency through new campuses and programs - The 'North Star strategy' focuses on three core tenets: growing the business by penetrating existing and new markets, diversifying by adding new locations/programs, and optimizing operational efficiency[119](index=119&type=chunk) - Strategic executions include announcing new UTI campuses in Atlanta and San Antonio (opening 2026), a new Concorde co-branded campus in Fort Myers (opening early fiscal 2026), and expanding programs like Tesla's START Collision Repair, HVACR, and Battery Hybrid Electric Vehicle/EV courses[122](index=122&type=chunk) - New partnerships with FirstCall Mechanical and Loftin Equipment Company were established for early employment programs for students[122](index=122&type=chunk) [Regulatory Environment](index=32&type=section&id=Regulatory%20Environment) This section discusses the highly regulated industry, particularly government-sponsored student assistance programs and recent legislative impacts - The company operates in a highly regulated industry, subject to government-sponsored student assistance programs, primarily Title IV of the HEA[121](index=121&type=chunk)[103](index=103&type=chunk) - Recent amendments to the HEA under the OBBBA may impact program eligibility and Title IV funding, with the full effect currently unknown[121](index=121&type=chunk)[105](index=105&type=chunk) [Results of Operations: Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024](index=33&type=section&id=Results%20of%20Operations%3A%20Three%20Months%20Ended%20June%2030%2C%202025%20Compared%20to%20Three%20Months%20Ended%20June%2030%2C%202024) This section provides a detailed comparison of revenues, expenses, and profitability for the three-month periods, analyzing key drivers Results of Operations (Three Months Ended June 30, in millions) | Metric | 3M Ended June 30, 2025 | 3M Ended June 30, 2024 | % of Revenues 2025 | % of Revenues 2024 | | :----- | :--------------------- | :--------------------- | :----------------- | :----------------- | | Revenues | $204.3 million | $177.5 million | 100.0% | 100.0% | | Educational services and facilities | $105.6 million | $95.3 million | 51.7% | 53.7% | | Selling, general and administrative | $84.5 million | $74.7 million | 41.4% | 42.1% | | Income from operations | $14.2 million | $7.4 million | 6.9% | 4.2% | | Net income | $10.7 million | $5.0 million | 5.2% | 2.8% | - UTI revenues increased by **12.2%** to **$131.5 million**, and Concorde revenues increased by **20.7%** to **$72.8 million**, both driven by higher average full-time active students[126](index=126&type=chunk)[127](index=127&type=chunk) - Educational services and facilities expenses increased due to higher student volumes and business strategy execution, partially offset by operational cost savings[128](index=128&type=chunk) - Selling, general and administrative expenses increased primarily due to costs associated with business strategies, including higher advertising and marketing, and increased provision for credit losses[135](index=135&type=chunk)[137](index=137&type=chunk)[139](index=139&type=chunk) [Results of Operations: Nine Months Ended June 30, 2025 Compared to Nine Months Ended June 30, 2024](index=36&type=section&id=Results%20of%20Operations%3A%20Nine%20Months%20Ended%20June%2030%2C%202025%20Compared%20to%20Nine%20Months%20Ended%20June%2030%2C%202024) This section provides a detailed comparison of revenues, expenses, and profitability for the nine-month periods, analyzing key drivers Results of Operations (Nine Months Ended June 30, in millions) | Metric | 9M Ended June 30, 2025 | 9M Ended June 30, 2024 | % of Revenues 2025 | % of Revenues 2024 | | :----- | :--------------------- | :--------------------- | :----------------- | :----------------- | | Revenues | $613.2 million | $536.3 million | 100.0% | 100.0% | | Educational services and facilities | $308.2 million | $285.2 million | 50.3% | 53.2% | | Selling, general and administrative | $246.5 million | $218.3 million | 40.2% | 40.7% | | Income from operations | $58.5 million | $32.9 million | 9.5% | 6.1% | | Net income | $44.3 million | $23.2 million | 7.2% | 4.3% | - UTI revenues increased by **11.6%** to **$397.2 million**, and Concorde revenues increased by **19.7%** to **$216.0 million**, driven by increases in new student starts and average full-time active students[147](index=147&type=chunk)[148](index=148&type=chunk) - Educational services and facilities expenses increased due to higher student volumes and new program launches, partially offset by a **$5.2 million** decrease in student housing expenses for UTI[149](index=149&type=chunk)[152](index=152&type=chunk) - Selling, general and administrative expenses increased due to headcount growth, increased advertising and marketing, and a **$5.2 million** increase in the provision for credit losses for Concorde[156](index=156&type=chunk)[158](index=158&type=chunk)[160](index=160&type=chunk)[163](index=163&type=chunk) [Non-GAAP Financial Measures](index=41&type=section&id=Non-GAAP%20Financial%20Measures) This section presents non-GAAP financial measures like EBITDA, providing additional insights into the company's operational performance Non-GAAP Financial Measures (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Net income | $10,663 | $4,985 | $44,262 | $23,161 | | EBITDA | $22,616 | $14,842 | $83,058 | $54,784 | - EBITDA is presented as a non-GAAP measure to supplement GAAP results, clarify operations, identify trends, and compare performance consistently[175](index=175&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's ability to meet its financial obligations and fund operations, detailing cash flows, debt, and available capital - The company believes current cash flows, cash on hand (**$70.7 million** as of June 30, 2025), short-term investments, and the Revolving Credit Facility (**$119.0 million** available) will meet liquidity needs[177](index=177&type=chunk)[178](index=178&type=chunk) - Strategic uses of cash may include acquisitions, real estate purchases, student funding alternatives, and common stock repurchases[179](index=179&type=chunk)[180](index=180&type=chunk) - Long-term debt outstanding was **$74.1 million** as of June 30, 2025, including term loans, a finance lease, and the Revolving Credit Facility[181](index=181&type=chunk) - Net cash provided by operating activities was **$40.2 million** for the nine months ended June 30, 2025, a significant increase from **$18.4 million** in the prior year[189](index=189&type=chunk) - Cash used in investing activities was **$78.3 million**, primarily for held-to-maturity investments (**$54.6 million**) and property and equipment (**$25.5 million**)[193](index=193&type=chunk) - Cash used in financing activities was **$56.0 million**, mainly due to net payments on the Revolving Credit Facility (**$50.0 million**)[195](index=195&type=chunk) [Seasonality and Trends](index=44&type=section&id=Seasonality%20and%20Trends) This section discusses the seasonal fluctuations in the company's operating results due to changes in student enrollment patterns - Operating results fluctuate seasonally due to changes in student population, with UTI typically having lower student populations in Q3 (summer) and higher in Q4[197](index=197&type=chunk) - Concorde generally sees higher student populations in January and August-October for core programs, and February for clinical programs[197](index=197&type=chunk) [Critical Accounting Policies and Estimates](index=44&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section confirms no significant changes to critical accounting policies and estimates from the prior annual report - No significant changes in critical accounting policies and estimates during the nine months ended June 30, 2025, from those disclosed in the 2024 Annual Report on Form 10-K[198](index=198&type=chunk) [Recent Accounting Pronouncements](index=44&type=section&id=Recent%20Accounting%20Pronouncements) This section refers to Note 3 for detailed information on recently issued accounting pronouncements - Information regarding recent accounting pronouncements is detailed in Note 3 of the condensed consolidated financial statements[199](index=199&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that there have been no material changes in the company's market risk exposure during the nine months ended June 30, 2025, as compared to the disclosures in the 2024 Annual Report on Form 10-K - No material changes in market risk exposure during the nine months ended June 30, 2025[200](index=200&type=chunk) [Item 4. Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of disclosure controls and procedures and reports no material changes in internal control over financial reporting - Disclosure controls and procedures were effective as of June 30, 2025, providing reasonable assurance that required information is recorded, processed, summarized, and reported timely[201](index=201&type=chunk) - No material changes in internal control over financial reporting occurred during the three months ended June 30, 2025[202](index=202&type=chunk) - Management acknowledges that control systems provide only reasonable, not absolute, assurance and have inherent limitations, including potential for error, fraud, or management override[203](index=203&type=chunk) [Part II. Other Information](index=46&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) This section states that while the company is periodically subject to legal matters, no material proceedings are currently pending - The company is periodically subject to lawsuits, demands in arbitration, investigations, regulatory proceedings, or other claims[204](index=204&type=chunk) - No material legal proceedings are currently a party to, but cannot predict with certainty the ultimate resolution of potential claims[204](index=204&type=chunk) [Item 1A. Risk Factors](index=46&type=section&id=Item%201A.%20Risk%20Factors) This section notes no material changes to risk factors, except for the potential impact of the One Big Beautiful Bill Act on Title IV Programs - No material changes to risk factors from the 2024 Annual Report on Form 10-K, except for the impact of the One Big Beautiful Bill Act (OBBBA)[205](index=205&type=chunk)[206](index=206&type=chunk) - The OBBBA revised Title IV Programs, potentially conditioning program eligibility on earnings benchmarks and limiting funding, with an unknown impact on student population, revenues, and profit margin[206](index=206&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=46&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports no unregistered sales of equity securities or use of proceeds during the period - None to report[207](index=207&type=chunk) [Item 3. Defaults upon Senior Securities](index=46&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) This section confirms that there were no defaults upon senior securities to report during the period - None to report[208](index=208&type=chunk) [Item 4. Mine Safety Disclosures](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section indicates that mine safety disclosures are not applicable to the company's operations - Not applicable[209](index=209&type=chunk) [Item 5. Other Information](index=46&type=section&id=Item%205.%20Other%20Information) This section reports no adoption or termination of Rule 10b5-1 or non-Rule 10b5-1 trading arrangements by directors or officers - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025[211](index=211&type=chunk) [Item 6. Exhibits](index=47&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the report, including certifications and XBRL interactive data files - Includes certifications of CEO and CFO (Sections 302 and 906 of Sarbanes-Oxley Act) and XBRL interactive data files[212](index=212&type=chunk) [Signatures](index=48&type=section&id=SIGNATURES) This section confirms the report's official signing by the Executive Vice President and Chief Financial Officer and the Vice President and Chief Accounting Officer - The report was duly signed on August 7, 2025, by Bruce Schuman, Executive Vice President and Chief Financial Officer, and Christine C.S. Kline, Vice President and Chief Accounting Officer[216](index=216&type=chunk)[217](index=217&type=chunk)[218](index=218&type=chunk)