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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):  January 31, 2024
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 StockDLHCNasdaqCapital 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 January 31, 2024, DLH Holdings Corp. announced by press release its financial results for its fiscal quarter ended December 31, 2023. 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
(d) Exhibits
The following exhibit is attached to this Current Report on Form 8-K:
Exhibit
Number
Exhibit Title or Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



















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: January 31, 2024
 
























DLH Reports Fiscal 2024 First Quarter Results
Further Debt Reduction and Strong Start to Fiscal Year
Atlanta, Georgia – January 31, 2024 - DLH Holdings Corp. (NASDAQ: DLHC) (“DLH” or the “Company”), a leading provider of science research and development, systems engineering and integration, and digital transformation and cyber security solutions to federal agencies, today announced financial results for its fiscal first quarter ended December 31, 2023.

First Quarter Highlights
•First quarter revenue was $97.9 million in fiscal 2024 versus $72.7 million in fiscal 2023, reflecting the impact from the Company's December 2022 acquisition.
•Earnings were $2.2 million, or $0.15 per diluted share, for the fiscal 2024 first quarter versus $1.5 million, or $0.11 per diluted share, for the first quarter of fiscal 2023, reflecting higher income from operations offset by increased interest expense
•Earnings before interest, taxes, depreciation and amortization ("EBITDA") were $11.1 million for the fiscal 2024 first quarter as compared to $6.3 million in the fiscal 2023 first quarter.
•Total debt at the end of the first quarter was $174.4 million compared to $179.4 million at the end of the fiscal 2023 fourth quarter, reflecting $5 million of voluntary prepayments during the quarter.
•Contract backlog was $653.5 million as of December 31, 2023, versus $704.8 million at the end of the fiscal 2023 fourth quarter.

Management Discussion

"Even with the government operating under a Continuing Resolution for a prolonged period of time, DLH has successfully navigated this period of uncertainty with a high degree of customer satisfaction and solid underlying results," said Zach Parker, DLH President and Chief Executive Officer. "Revenue rose year-over-year, reflecting our strategic acquisition, while we bid on numerous new opportunities enabled by our robust technology platform. Slower-than-expected release of bidding opportunities and decisions on contract awards across multiple fronts is clearly a challenge, but we remain focused on targeting as many avenues for growth acceleration as possible within our target markets. We believe award momentum should build throughout this fiscal year, and our innovative solutions and services are expected to benefit from wide bipartisan support. In the meantime, we continue to pay down our outstanding debt using our strong cash generation. As we face some headwinds in the award environment, we are resolute in our efforts to capitalize on the exceptional performance of our employees, our technology-enabled platforms, and our robust capabilities to expand and grow our contract portfolio."

Results for the Three Months Ended December 31, 2023
Revenue for the first quarter of fiscal 2024 was $97.9 million versus $72.7 million in fiscal 2023, with the year-over-year increase largely from the December 2022 acquisition. The decrease in revenue from the fiscal 2023 fourth quarter is primarily due to the seasonal decrease in billable hours as compared to the three months ended September 30, 2023.

Income from operations was $6.8 million versus $3.9 million in the fiscal 2023 first quarter and, as a percentage of revenue, the Company reported operating margin of 7.0% in fiscal 2024 first quarter versus 5.4% in the prior-year period.

Interest expense was $4.7 million in the fiscal first quarter of 2024 versus $1.8 million in the prior-year period, reflecting higher debt outstanding due to acquisition activity and increased market interest rates. Income before income taxes was $2.2 million for the first quarter this year versus $2.1 million in fiscal 2023, representing 2.2% and 2.9% of revenue, respectively, for each period.

For the three months ended December 31, 2023 and 2022, respectively, DLH recorded a $0.01 million and $0.5 million provision for income tax expense, respectively. The Company reported net income of approximately $2.2 million, or $0.15 per diluted share, for the first quarter of fiscal 2024 versus $1.5 million, or $0.11 per diluted share, for the first quarter of fiscal 2023. As a percentage of revenue for the first quarter of fiscal 2024 and 2023, net income was 2.2% and 2.1%, respectively, reflecting higher income from operations, offset by increased interest expense.

On a non-GAAP basis, EBITDA for the three months ended December 31, 2023, was approximately $11.1 million versus $6.3 million in the prior-year period, or 11.3% and 8.7% of revenue, respectively, reflecting principally the impact of the December 2022 acquisition and the increased operating leverage on general and administrative expenses.
Key Financial Indicators
During the first quarter of fiscal 2024, DLH generated $5.1 million in operating cash. As of December 31, 2023, the Company had cash of $0.1 million and debt outstanding under its credit facilities of $174.4 million versus cash of $0.2 million and debt outstanding of $179.4 million as of September 30, 2023. The Company expects to reduce its total debt balance to between $157.0 million and $153.0 million by the end of fiscal 2024.

As of December 31, 2023, total backlog was approximately $653.5 million, including funded backlog of approximately $132.3 million and unfunded backlog of $521.2 million.
Conference Call and Webcast Details
DLH management will discuss first quarter results and provide a general business update, including current competitive conditions and strategies, during a conference call beginning at 10:00 AM Eastern Time tomorrow, February 1, 2024. 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 1843140.

About DLH
DLH (NASDAQ: DLHC) enhances technology, public health, and cyber security readiness missions through science, technology, cyber, and engineering solutions and services. Our experts solve some of the most complex and critical missions faced by federal customers, leveraging digital transformation, artificial intelligence, advanced analytics, cloud-based applications, telehealth systems, and more. With over 3,200 employees dedicated to the idea that “Your Mission is Our Passion,” DLH brings a unique combination of government sector experience, proven methodology, and unwavering commitment to innovative solutions to improve the lives of millions. For more information, visit 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 risk that we will not realize the anticipated benefits of acquisitions (including anticipated future financial performance and results); the diversion of management’s attention from normal daily operations of the business and the challenges of managing larger and more widespread operations; the inability to retain employees and customers; contract awards in connection with re-competes for present business and/or competition for new business; our ability to manage our debt obligations; compliance with bank financial and other covenants; changes in client budgetary priorities; government contract procurement (such as bid and award protests, small business set asides, loss of work due to organizational conflicts of interest, etc.) and termination risks; the impact of inflation and higher interest rates; 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, 2023, 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. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands except per share amounts)


Three Months Ended
December 31,
20232022
Revenue$97,850 $72,738 
Cost of operations:
Contract costs79,081 57,256 
General and administrative costs7,697 7,424 
Corporate development costs— 1,735 
Depreciation and amortization4,253 2,402 
Total operating costs91,031 68,817 
Income from operations6,819 3,921 
Interest expense4,658 1,830 
Income before provision for income taxes2,161 2,091 
Provision for income tax expense
10 544 
Net income$2,151 $1,547 
Net income per share - basic$0.15 $0.12 
Net income per share - diluted$0.15 $0.11 
Weighted average common stock outstanding
Basic14,032 13,306 
Diluted14,796 14,276 


DLH HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except par value of shares)
December 31,
2023		September 30, 2023
ASSETS
Current assets:
Cash$131 $215 
Accounts receivable55,577 59,119 
Other current assets2,916 3,067 
Total current assets58,624 62,401 
Goodwill138,161 138,161 
Intangible assets, net120,663 124,777 
Operating lease right-of-use assets8,996 9,656 
Deferred taxes, net3,076 3,070 
Equipment and improvements, net1,625 1,590 
Other long-term assets185 186 
Total assets$331,330 $339,841 
LIABILITIES AND SHAREHOLDERS’ EQUITY 
Current liabilities: 
Accounts payable and accrued liabilities$22,307 $29,704 
Debt obligations - current, net of deferred financing costs16,130 17,188 
Accrued payroll15,703 13,794 
Operating lease liabilities - current3,353 3,463 
Other current liabilities564 638 
Total current liabilities58,057 64,787 
Long-term liabilities:
Debt obligations - long-term, net of deferred financing costs151,870 155,147 
Operating lease liabilities - long-term15,042 15,908 
Other long-term liabilities1,559 1,560 
Total long-term liabilities168,471 172,615 
Total liabilities226,528 237,402 
Shareholders' equity:
Common stock, $0.001 par value; 40,000 shares authorized; 14,105 and 13,950 shares issued and outstanding at December 31, 2023 and September 30, 2023, respectively14 14 
Additional paid-in capital100,186 99,974 
Retained earnings4,602 2,451 
Total shareholders’ equity104,802 102,439 
Total liabilities and shareholders' equity$331,330 $339,841 


DLH HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands) 
Three Months Ended
 December 31,
20232022
Operating activities
Net income$2,151 $1,547 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization4,253 2,402 
Amortization of deferred financing costs charged to interest expense642 276 
Stock-based compensation expense620 552 
Deferred taxes, net(6)(13)
Changes in operating assets and liabilities
Accounts receivable3,542 780 
Other assets510 994 
Accounts payable and accrued liabilities(7,397)1,075 
Accrued payroll1,909 347 
Other liabilities(1,153)13 
Net cash provided by operating activities
5,071 7,973 
Investing activities
Business acquisition, net of cash acquired— (179,958)
Purchase of equipment and improvements(174)(384)
Net cash used in investing activities(174)(180,342)
Financing activities
Proceeds from revolving line of credit69,831 — 
Repayment of revolving line of credit(64,026)— 
Proceeds from debt obligations— 200,703 
Repayments of debt obligations(10,378)(19,327)
Payments of deferred financing costs— (7,221)
Proceeds from issuance of common stock upon exercise of options and warrants261 — 
Payment of tax obligations resulting from net exercise of stock options(669)(650)
Net cash (used in) provided by financing activities
(4,981)173,505 
Net change in cash(84)1,136 
Cash - beginning of year215 228 
Cash - end of year$131 $1,364 
Supplemental disclosures of cash flow information
Cash paid during the year for interest$3,972 $339 
Cash paid during the year for income taxes$— $5 
Supplemental disclosures of non-cash activity
Common stock surrendered for the exercise of stock options$244 $238 

Non-GAAP Financial Measures
The Company uses EBITDA and EBITDA as a percent of revenue as supplemental non-GAAP measures of performance. We define EBITDA as net income excluding (i) interest expense, (ii) Provision for income tax expense 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. EBITDA is not a recognized measurement under accounting principles generally accepted in the United States, or GAAP, and when analyzing our performance investors should (i) evaluate adjustments in our reconciliation to the nearest GAAP financial measures and (ii) use non-GAAP measures in addition to, and not as an alternative to, measures of our operating results as defined under GAAP.

Reconciliation of GAAP net income to EBITDA, a non-GAAP measure:    
Three Months Ended
December 31,
(in thousands)20232022Change
Net income$2,151 $1,547 $604 
(i) Interest expense, net4,658 1,830 2,828 
(ii) Provision for income tax expense
10 544 (534)
(iii) Depreciation and amortization4,253 2,402 1,851 
EBITDA$11,072 $6,323 $4,749 
Net income as a % of revenue2.2 %2.1 %0.1 %
EBITDA as a % of revenue11.3 %8.7 %2.6 %
Revenue $97,850$72,738$25,112

v3.24.0.1
Cover
Jan. 31, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jan. 31, 2024
Entity Registrant Name DLH Holdings Corp.
Entity Incorporation, State or Country Code NJ
Entity File Number 0-18492
Entity Tax Identification Number 22-1899798
Entity Address, Address Line One 3565 Piedmont Road, NE
Entity Address, Address Line Two Building 3
Entity Address, Address Line Three Suite 700
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30305
City Area Code 770
Local Phone Number 554-3545
Title of 12(b) Security Common Stock
Trading Symbol DLHC
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000785557
Amendment Flag false
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