Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) August 5, 2020
DLH Holdings Corp.
(Exact name of Registrant as Specified in its Charter)
New Jersey0-1849222-1899798
(State or Other Jurisdiction of Incorporation(Commission File Number)(I.R.S. Employer Identification No.)
3565 Piedmont Road, NE, Building 3, Suite 700
Atlanta, GA 30305
(Address of Principal Executive Offices, and Zip Code)
(770) 554-3545
Registrant's telephone number, Including Area Code
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockDLHCNasdaq Capital Market

CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE FOLLOWING PROVISIONS:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 



Item 2.02Results of Operations and Financial Condition
  
 On August 5, 2020, DLH Holdings Corp. announced by press release its financial results for its second fiscal quarter ended June 30, 2020. A copy of the press release is attached hereto as Exhibit 99.1.
The information furnished pursuant to Item 2.02 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01Financial Statements and Exhibits
Exhibit
Number
Exhibit Title or Description






















SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
  DLH Holdings Corp.
   
  By: /s/ Kathryn M. JohnBull
  
  Name: Kathryn M. JohnBull
  Title:   Chief Financial Officer
 Date:   August 5, 2020 






















Document

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DLH Reports Third Quarter Fiscal Year 2020 Results
New Contract Wins Position Company for Strong Finish to Fiscal 2020
Atlanta, Georgia – August 5, 2020 - DLH Holdings Corp. (NASDAQ: DLHC) (“DLH” or the “Company”), a leading provider of innovative healthcare services and solutions to federal agencies, today announced financial results for its fiscal third quarter ended June 30, 2020.

Highlights
Revenue was $51.5 million for the third quarter versus $38.7 million for the prior-year period
Operating income was $3.8 million for the third quarter versus $1.7 million for the prior-year period
Earnings were $2.1 million, or $0.16 per diluted share, for the third quarter of fiscal 2020 versus $0.8 million, or $0.06 per diluted share, for the prior-year period; earnings before interest, tax, depreciation and amortization ("EBITDA") was $5.5 million for the third quarter of fiscal 2020 versus $2.6 million for the prior-year period
DLH generated $10.0 million of cash from operations during the quarter and reduced the Company's debt to $44.5 million from $55.0 million at March 31, 2020
The Company also recently announced awards of more than $15 million for trials and studies related to COVID-19

Management Discussion
“I’m very pleased to report that, in the midst of a global pandemic, DLH has continued to generate solid financial results and strengthen its outlook,” stated DLH President and Chief Executive Officer Zach Parker. “We posted operating margins of 7.4%, generated $10.0 million of cash from operations, and again paid down debt – reducing it by nearly 20% from second quarter levels. We also brought on Jeanine Christian as President of our S3 operating unit and Jackie Everett as Chief Growth Officer; both Jeanine and Jackie bring seasoned leadership experience, broad customer relationships, and analytical skills honed within the scientific community. We are confident they will be instrumental to our continued success going forward.

“In addition, we recently received contracts to assist the National Institutes of Health in their fight against infectious diseases – in this case, COVID-19. With recent awards expected to generate approximately $15 million in calendar 2020, we will evaluate multiple therapeutic products and manage a consortium of partners to conduct trials in a rapid and efficient manner. Wins like this not only underscore the value of our expertise and relationships with key government agencies, they bolster the outlook for our Company at a time when the U.S. – and world – are seeking leadership in identifying and producing treatments to battle the continuing pandemic. I’m proud of DLH’s role in this fight and the assistance we’re providing towards getting a cure to market as soon as possible.”






Results for the Three Months Ended June 30, 2020
Revenue for the third quarter of fiscal 2020 was $51.5 million versus $38.7 million in the prior-year period. The significant increase was due primarily to the inclusion of revenue from the Social & Scientific Systems operating unit ("S3") for the full quarter, versus inclusion for three weeks in the prior year period following the June 2019 acquisition..

Income from operations was $3.8 million for the quarter versus $1.7 million in the prior-year period and, as a percent of revenue, the Company reported an operating margin of 7.4% in fiscal 2020 versus 4.4% in fiscal 2019, reflecting stronger operating results, partly offset by increased amortization from acquired intangibles. Interest expense in the quarter was $0.8 million, versus $0.6 million for the three months ended June 30, 2019, due to the borrowing required to finance the S3 acquisition. Income before taxes was $3.0 million for the quarter versus $1.1 million in fiscal 2019, representing 5.8% and 2.9% of revenue, respectively, for each quarter.

For the three months ended June 30, 2020, DLH recorded a $0.9 million provision for tax expense versus $0.3 million in the prior-year period. The Company reported net income of approximately $2.1 million, or $0.16 per diluted share, for the third quarter of fiscal 2020 versus $0.8 million, or $0.06 per diluted share, for the third quarter of fiscal 2019. As a percent of revenue, net income was 4.1% for the third quarter of fiscal 2020 versus 2.1% for the prior year period.

On a non-GAAP basis, EBITDA for the three months ended June 30, 2020 was approximately $5.5 million versus $2.6 million in the prior-year period, resulting in 10.7% and 6.7% as a percentage of revenue for each respective year. The year-over-year increase was primarily due to the impact of the S3 acquisition, including the improved operating leverage achieved through the expansion of the Company's business base, as well as growth across the Company’s legacy operations.
Balance Sheet and Cash Flow
DLH generated $10.0 million in operating cash during the third quarter of fiscal 2020, largely reflecting improved profitability and a reduction in accounts receivable. The Company anticipates continued strong operating cash flow for the remainder of fiscal 2020, and projects a debt balance of $40 to $42 million at fiscal year-end.

As of June 30, 2020, the Company had cash and cash equivalents of $0.7 million and debt outstanding of $44.5 million, versus cash of $1.8 million and debt outstanding of $56.0 million as of September 30, 2019. The next required principal payment is not due until September 2023, although the Company intends to continue using free cash flow to make prepayments when possible.
Conference Call and Webcast Details
DLH management will discuss third quarter results and provide a general business update, including current competitive conditions and strategies, during a conference call beginning at 11:00 AM Eastern Time tomorrow, August 6, 2020. Interested parties may listen to the conference call by dialing 888-347-5290 or 412-317-5256. Presentation materials will also be posted on the Investor Relations section of the DLH website prior to the commencement of the conference call.




A digital recording of the conference call will be available for replay two hours after the completion of the call and can be accessed on the DLH Investor Relations website or by dialing 877-344-7529 and entering the conference ID 10146068.

About DLH
DLH (NASDAQ:DLHC) serves federal government clients throughout the United States and abroad delivering technology enabled solutions in key health and human services programs. The Company's seven core competencies include secure data analytics, clinical trials and laboratory services, case management, performance evaluation, system modernization, operational logistics and readiness, and strategic digital communications. DLH has over 2,000 employees serving numerous government agencies. For more information, visit the corporate website at
www.dlhcorp.com

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or DLH`s future financial performance. Any statements that refer to expectations, projections or other characterizations of future events or circumstances or that are not statements of historical fact (including without limitation statements to the effect that the Company or its management “believes”, “expects”, “anticipates”, “plans”, “intends” and similar expressions) should be considered forward looking statements that involve risks and uncertainties which could cause actual events or DLH’s actual results to differ materially from those indicated by the forward-looking statements. Forward-looking statements in this release include, among others, statements regarding estimates of future revenues, operating income, earnings and cash flow. These statements reflect our belief and assumptions as to future events that may not prove to be accurate. Our actual results may differ materially from such forward-looking statements made in this release due to a variety of factors, including: the outbreak of the novel coronavirus (“COVID-19”), including the measures to reduce its spread, and its impact on the economy and demand for our services, are uncertain, cannot be predicted, and may precipitate or exacerbate other risks and uncertainties; the risk that we will not realize the anticipated benefits of an acquisition; the challenges of managing larger and more widespread operations resulting from the acquisition; contract awards in connection with re-competes for present business and/or competition for new business; compliance with new bank financial and other covenants; changes in client budgetary priorities; government contract procurement (such as bid protest, small business set asides, loss of work due to organizational conflicts of interest, etc.) and termination risks; the ability to successfully integrate the operations of future acquisitions; and other risks described in our SEC filings. For a discussion of such risks and uncertainties which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s periodic reports filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended September 30, 2019, as well as subsequent reports filed thereafter. The forward-looking statements contained herein are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry and business. Such forward-looking statements are made as of the date hereof and may become outdated over time. The Company does not assume any responsibility for updating forward-looking statements, except as may be required by law.


CONTACTS:

INVESTOR RELATIONS
Contact: Chris Witty
Phone: 646-438-9385
Email: cwitty@darrowir.com
TABLES TO FOLLOW



DLH HOLDINGS CORP.
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands except per share amounts)

Three Months EndedNine Months Ended
June 30,June 30,
2020201920202019
Revenue$51,459  $38,700  $158,495  $106,208  
Cost of Operations:
Contract costs39,615  30,038  123,895  82,744  
General and administrative costs6,323  4,811  18,497  13,462  
Acquisition costs—  1,247  —  1,391  
Depreciation and amortization1,721  914  5,340  2,037  
Total operating costs47,659  37,010  147,732  99,634  
Income from operations3,800  1,690  10,763  6,574  
Interest expense, net813  562  2,659  1,284  
Income before income taxes2,987  1,128  8,104  5,290  
Income tax expense863  325  2,352  1,207  
Net income$2,124  $803  $5,752  $3,758  
Net income per share - basic$0.17  $0.07  $0.47  $0.31  
Net income per share - diluted$0.16  $0.06  $0.44  $0.29  
Weighted average common shares outstanding
Basic12,354  12,036  12,246  12,011  
Diluted13,228  13,077  13,050  13,048  





DLH HOLDINGS CORP.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except par value of shares)

June 30,
2020
September 30,
2019
ASSETS  
Current assets:  
Cash and cash equivalents$658  $1,790  
Accounts receivable29,635  23,226  
Other current assets3,772  1,831  
Total current assets34,065  26,847  
Equipment and improvements, net3,769  5,343  
Operating lease right-of-use assets22,276  —  
Deferred taxes, net358  2,345  
Goodwill52,758  52,758  
Intangible assets, net37,594  41,208  
Other long-term assets620  757  
Total assets$151,440  $129,258  
LIABILITIES AND SHAREHOLDERS’ EQUITY  
Current liabilities:  
Operating lease liabilities - current$1,768  $—  
Accrued payroll9,488  8,852  
Accounts payable, accrued expenses, and other current liabilities24,253  20,633  
Total current liabilities35,509  29,485  
Long-term liabilities:
Debt obligations - long term, net of deferred financing costs42,542  53,629  
Operating lease liabilities - long-term21,686  —  
Other long-term liabilities—  573  
Total long-term liabilities64,228  54,202  
Total liabilities99,737  83,687  
Shareholders' equity:
Common stock, $0.001 par value; authorized 40,000 shares; issued and outstanding 12,354 and 12,036 at June 30, 2020 and September 30, 2019, respectively12  12  
Additional paid-in capital85,496  85,114  
Accumulated deficit(33,805) (39,555) 
Total shareholders’ equity51,703  45,571  
Total liabilities and shareholders' equity$151,440  $129,258  





DLH HOLDINGS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)

Nine Months Ended
 June 30,
20202019
Operating activities
Net income$5,752  $3,758  
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense5,340  2,037  
Amortization of deferred financing costs551  799  
Stock based compensation expense566  591  
Deferred taxes, net1,987  1,253  
Non-cash gain from lease modification(121) —  
Changes in operating assets and liabilities
Accounts receivable (6,409) (925) 
Other current assets(1,941) (376) 
Accrued payroll636  (68) 
Accounts payable, accrued expenses, and other current liabilities3,620  4,107  
Other long-term assets/liabilities726  (23) 
Net cash provided by operating activities10,707  11,153  
Investing activities
Business acquisition, net of cash acquired—  (66,520) 
Purchase of equipment and improvements(152) (29) 
Net cash used in investing activities(152) (66,549) 
Financing activities
Borrowing on senior debt—  70,000  
Repayments of senior debt(11,500) (11,646) 
Payment of debt financing costs(3) (3,347) 
Repurchase of common stock(211) —  
Proceeds from issuance of common stock upon exercise of options27  39  
Net cash (used in) provided by financing activities(11,687) 55,046  
Net change in cash and cash equivalents(1,132) (350) 
Cash and cash equivalents at beginning of year1,790  6,355  
Cash and cash equivalents at end of year$658  $6,005  
Supplemental disclosures of cash flow information
Cash paid during the period for interest$2,207  $645  
Cash paid during the period for income taxes$432  $675  




Revenue Metrics
Nine Months Ended
June 30,June 30,
20202019
Market Mix:
Defense/VA48 %66 %
Human Services and Solutions20 %28 %
Public Health/Life Sciences32 %%
Contract Mix:
Time and materials70 %93 %
Cost reimbursable28 %%
Firm fixed price%%
Prime vs Sub:
Prime93 %98 %
Subcontractor%%

Non-GAAP Financial Measures
The Company uses EBITDA and EBITDA as a percent of revenue as supplemental non-GAAP measures of our performance. We define EBITDA as net income excluding (i) interest expense, (ii) provision for or benefit from income taxes and (iii) depreciation and amortization. EBITDA as a percent of revenue is EBITDA for the measurement period divided by revenue for the same period.

These non-GAAP measures of performance are used by management to conduct and evaluate its business during its review of operating results for the periods presented. Management and the Company's Board utilize these non-GAAP measures to make decisions about the use of the Company's resources, analyze performance between periods, develop internal projections and measure management performance. We believe that these non-GAAP measures are useful to investors in evaluating the Company's ongoing operating and financial results and understanding how such results compare with the Company's historical performance.

Reconciliation of GAAP net income to EBITDA, a non-GAAP measure:
(amounts in thousands)Three Months EndedNine Months Ended
June 30,June 30,
 20202019Change20202019Change
Net income$2,124  $803  $1,321  $5,752  $3,758  $1,994  
(i) Interest expense, net813  562  251  2,659  1,284  1,375  
(ii) Provision for taxes863  325  538  2,352  1,532  820  
(iii) Depreciation and amortization1,721  914  807  5,340  2,037  3,303  
EBITDA$5,521  $2,604  $2,917  $16,103  $8,611  $7,492  
EBITDA as a % of revenue10.7 %6.7 %4.0 %10.2 %8.1 %2.1 %
Revenue $51,459  $38,700  $12,759  $158,495  $106,208  $52,287  





In fiscal 2019, the Company incurred $1.4 million of acquisition-related expenses during the nine months ended June 30, 2019 for the acquisition of S3. The Company is excluding acquisition-related expenses from this measure because they were incurred as a result of a specific event, do not reflect the costs of our operations, and can affect the period-over-period assessment of operating results. In addition, we are including net income adjusted for the acquisition of S3, in total and on a per share basis, presented on a tax-effected basis. We are reporting this non-GAAP metric to demonstrate the impact of these events.

Reconciliation of GAAP net income to net income adjusted for the effect of the acquisition costs, a non-GAAP measure:


Three Months EndedNine Months Ended
June 30,June 30,
20202019Change20202019Change
Net income$2,124  $803  $1,321  $5,752  $3,758  $1,994  
Acquisition costs—  1,247  (1,247) —  1,391  (1,391) 
Tax effect of excluding acquisition costs—  (362) 362  —  (403) 403  
Net income adjusted for the acquisition costs$2,124  $1,688  $436  $5,752  $4,746  $1,006  
Net income per diluted share$0.16  $0.06  $0.10  $0.44  $0.29  $0.15  
Impact of acquisition—  0.07  (0.07) —  0.08  (0.08) 
Net income adjusted for the acquisition costs$0.16  $0.13  $0.03  $0.44  $0.37  $0.07