New Jersey
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22-1899798
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1776 Peachtree Street, NW
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Atlanta, Georgia
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30309
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller Reporting Company
x
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(Do not check if a smaller reporting company)
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|
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Page No.
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Part I — Financial Information
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|
Item 1. Financial Statements
|
|
|
|
(unaudited)
|
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(unaudited)
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||||||||||||
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Three Months Ended
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Nine Months Ended
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||||||||||||
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June 30,
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June 30,
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||||||||||||
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2015
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|
2014
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2015
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|
2014
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||||||||
Revenue
|
|
$
|
16,781
|
|
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$
|
15,692
|
|
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$
|
48,357
|
|
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$
|
44,914
|
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Direct expenses
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|
13,743
|
|
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13,384
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40,055
|
|
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38,295
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|
||||
Gross margin
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|
3,038
|
|
|
2,308
|
|
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8,302
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6,619
|
|
||||
General and administrative expenses
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2,270
|
|
|
2,013
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6,719
|
|
|
5,980
|
|
||||
Depreciation and amortization
|
|
5
|
|
|
27
|
|
|
45
|
|
|
80
|
|
||||
Income from operations
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|
763
|
|
|
268
|
|
|
1,538
|
|
|
559
|
|
||||
Other income (expense), net
|
|
(34
|
)
|
|
(17
|
)
|
|
(723
|
)
|
|
23
|
|
||||
Income before income taxes
|
|
729
|
|
|
251
|
|
|
815
|
|
|
582
|
|
||||
Income tax expense
|
|
292
|
|
|
—
|
|
|
326
|
|
|
—
|
|
||||
Net income
|
|
$
|
437
|
|
|
$
|
251
|
|
|
$
|
489
|
|
|
$
|
582
|
|
|
|
|
|
|
|
|
|
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|
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||||||
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|
|
|
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|
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||||||||
Earnings per share - basic
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|
$
|
0.05
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|
|
$
|
0.03
|
|
|
$
|
0.05
|
|
|
$
|
0.06
|
|
Earnings per share - diluted
|
|
$
|
0.04
|
|
|
$
|
0.03
|
|
|
$
|
0.05
|
|
|
$
|
0.06
|
|
|
|
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|
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||||||||
Weighted average common shares outstanding
|
|
|
|
|
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||||||||
Basic
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|
9,552
|
|
|
9,602
|
|
|
9,580
|
|
|
9,566
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||||
Diluted
|
|
9,956
|
|
|
9,677
|
|
|
9,990
|
|
|
9,660
|
|
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(unaudited)
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|
|
||||
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|
June 30,
2015 |
|
September 30,
2014 |
||||
ASSETS
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
4,738
|
|
|
$
|
3,908
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|
Accounts receivable, net
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|
3,079
|
|
|
12,372
|
|
||
Deferred taxes, net
|
|
84
|
|
|
84
|
|
||
Other current assets
|
|
418
|
|
|
510
|
|
||
Total current assets
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8,319
|
|
|
16,874
|
|
||
Equipment and improvements, net
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187
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|
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63
|
|
||
Deferred taxes, net
|
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4,187
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|
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4,513
|
|
||
Goodwill
|
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8,595
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8,595
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||
Other long-term assets
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43
|
|
|
27
|
|
||
Total assets
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$
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21,331
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|
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$
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30,072
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|
LIABILITIES AND SHAREHOLDERS’ EQUITY
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|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accrued payroll
|
|
$
|
2,109
|
|
|
$
|
11,465
|
|
Accounts payable, accrued expenses, and other current liabilities
|
|
4,642
|
|
|
4,746
|
|
||
Total current liabilities
|
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6,751
|
|
|
16,211
|
|
||
Other long term liabilities
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|
10
|
|
|
15
|
|
||
Total liabilities
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|
6,761
|
|
|
16,226
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Shareholders' equity:
|
|
|
|
|
|
|
||
Preferred stock, $.10 par value; authorized 5,000 shares, none issued and outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $.001 par value; authorized 40,000 shares; issued 9,551 at June 30, 2015 and 9,568 at September 30, 2014; outstanding 9,551 at June 30, 2015 and 9,566 at September 30, 2014
|
|
10
|
|
|
10
|
|
||
Additional paid-in capital
|
|
76,315
|
|
|
76,083
|
|
||
Accumulated deficit
|
|
(61,755
|
)
|
|
(62,244
|
)
|
||
Treasury stock, 0 shares at cost at June 30, 2015 and 3 shares at cost at September 30, 2014
|
|
—
|
|
|
(3
|
)
|
||
Total shareholders’ equity
|
|
14,570
|
|
|
13,846
|
|
||
Total liabilities and shareholders' equity
|
|
$
|
21,331
|
|
|
$
|
30,072
|
|
|
|
(unaudited)
|
||||||
|
|
Nine Months Ended
|
||||||
|
|
June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Operating activities
|
|
|
|
|
|
|
||
Net income
|
|
$
|
489
|
|
|
$
|
582
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization including financing costs
|
|
45
|
|
|
89
|
|
||
Change in fair value of derivative financial instruments
|
|
—
|
|
|
(99
|
)
|
||
Stock based compensation expense
|
|
418
|
|
|
372
|
|
||
Deferred taxes, net
|
|
326
|
|
|
—
|
|
||
Settlement of retroactive payment claim, net
|
|
629
|
|
|
—
|
|
||
Changes in operating assets and liabilities
|
|
|
|
|
|
|
||
Accounts receivable
|
|
(13
|
)
|
|
(311
|
)
|
||
Other current assets
|
|
91
|
|
|
(35
|
)
|
||
Other assets
|
|
—
|
|
|
1,030
|
|
||
Accounts payable, accrued payroll, accrued expenses and other current liabilities
|
|
(782
|
)
|
|
(87
|
)
|
||
Other long term assets/liabilities
|
|
(21
|
)
|
|
(3
|
)
|
||
Net cash provided by operating activities
|
|
1,182
|
|
|
1,538
|
|
||
|
|
|
|
|
||||
Investing activities
|
|
|
|
|
|
|
||
Purchase of equipment and improvements
|
|
(169
|
)
|
|
(13
|
)
|
||
Net cash used in investing activities
|
|
(169
|
)
|
|
(13
|
)
|
||
|
|
|
|
|
||||
Financing activities
|
|
|
|
|
|
|
||
Net payments on bank loan payable
|
|
—
|
|
|
(951
|
)
|
||
Proceeds from stock purchase
|
|
—
|
|
|
52
|
|
||
Repayments of capital lease obligations
|
|
—
|
|
|
(22
|
)
|
||
Net repayment on convertible debentures
|
|
—
|
|
|
(140
|
)
|
||
Repurchased shares of common stock held as treasury stock
|
|
—
|
|
|
(10
|
)
|
||
Repurchased shares of common stock subsequently canceled
|
|
(183
|
)
|
|
(21
|
)
|
||
Net cash used in financing activities
|
|
(183
|
)
|
|
(1,092
|
)
|
||
|
|
|
|
|
||||
Net increase in cash and cash equivalents
|
|
830
|
|
|
433
|
|
||
Cash and cash equivalents at beginning of period
|
|
3,908
|
|
|
3,408
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
4,738
|
|
|
$
|
3,841
|
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information
|
|
|
|
|
|
|
||
Cash paid during the period for interest
|
|
$
|
27
|
|
|
$
|
116
|
|
Cash paid during the period for income taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
Supplemental disclosure for settlement of retroactive payment claim, net (See Note 5)
|
|
|
|
|
||||
Reduction of accounts receivable related to retroactive payment claim
|
|
$
|
(9,306
|
)
|
|
$
|
—
|
|
Reduction of accrued payroll related to retroactive wage and benefit payments
|
|
8,677
|
|
|
—
|
|
|
|
|
|
|
|
(in thousands)
|
|
||||||||
|
|
|
|
|
June 30,
|
|
September 30,
|
||||||||
|
|
|
Ref
|
|
|
2015
|
|
|
|
2014
|
|
||||
Billed receivables
|
|
|
|
|
|
$
|
2,523
|
|
|
|
|
$
|
2,569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unbilled receivables-retroactive payment claim
|
|
|
(a)
|
|
|
—
|
|
|
|
|
9,306
|
|
|
||
Unbilled receivables-other
|
|
|
|
|
|
556
|
|
|
|
|
497
|
|
|
||
Total unbilled receivables
|
|
|
|
|
|
556
|
|
|
|
|
9,803
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total accounts receivable
|
|
|
|
|
|
3,079
|
|
|
|
|
12,372
|
|
|
||
Less: Allowance for doubtful accounts
|
|
|
(b)
|
|
|
—
|
|
|
|
|
—
|
|
|
||
Accounts receivable, net
|
|
|
|
|
|
$
|
3,079
|
|
|
|
|
$
|
12,372
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
||||||||
|
|
|
|
|
June 30,
|
|
September 30,
|
||||||||
|
|
|
Ref
|
|
|
2015
|
|
|
|
2014
|
|
||||
Workers’ compensation receivable
|
|
|
(a)
|
|
|
$
|
39
|
|
|
|
|
$
|
199
|
|
|
Prepaid insurance expense
|
|
|
|
|
|
214
|
|
|
|
|
176
|
|
|
||
Prepaid benefits
|
|
|
|
|
|
53
|
|
|
|
|
—
|
|
|
||
Other prepaid expenses
|
|
|
|
|
|
112
|
|
|
|
|
135
|
|
|
||
Other current assets
|
|
|
|
|
|
$
|
418
|
|
|
|
|
$
|
510
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
||||||||
|
|
|
|
|
June 30,
|
|
September 30,
|
||||||||
|
|
|
Ref
|
|
|
2015
|
|
|
|
2014
|
|
||||
Furniture and equipment
|
|
|
|
|
|
$
|
139
|
|
|
|
|
$
|
139
|
|
|
Computer equipment
|
|
|
|
|
|
292
|
|
|
|
|
126
|
|
|
||
Computer software
|
|
|
|
|
|
433
|
|
|
|
|
430
|
|
|
||
Leasehold improvements
|
|
|
|
|
|
24
|
|
|
|
|
24
|
|
|
||
Total fixed assets
|
|
|
|
|
|
888
|
|
|
|
|
719
|
|
|
||
Less accumulated depreciation and amortization
|
|
|
|
(701
|
)
|
|
|
|
(656
|
)
|
|
||||
Equipment and improvements, net
|
|
|
(a)
|
|
|
$
|
187
|
|
|
|
|
$
|
63
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
||||||||
|
|
|
|
|
June 30,
|
|
September 30,
|
||||||||
|
|
|
Ref
|
|
|
2015
|
|
|
|
2014
|
|
||||
Accrued payroll related to billed receivables
|
|
|
|
|
|
$
|
1,759
|
|
|
|
|
$
|
2,440
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accrued payroll related to retroactive payment claim
|
|
|
(a)
|
|
|
—
|
|
|
|
|
8,677
|
|
|
||
Accrued payroll related to unbilled accounts receivable
|
|
|
|
|
|
350
|
|
|
|
|
348
|
|
|
||
Total accrued payroll related to unbilled accounts receivable
|
|
|
|
|
350
|
|
|
|
|
9,025
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total accrued payroll
|
|
|
|
|
|
$
|
2,109
|
|
|
|
|
$
|
11,465
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
||||||||
|
|
|
|
|
June 30,
|
|
September 30,
|
||||||||
|
Ref
|
|
|
2015
|
|
|
|
2014
|
|
||||||
Accounts payable
|
|
|
|
|
|
$
|
128
|
|
|
|
|
$
|
779
|
|
|
Accrued benefits
|
|
|
|
|
|
1,026
|
|
|
|
|
720
|
|
|
||
Accrued bonus and incentive compensation
|
|
|
|
|
558
|
|
|
|
|
693
|
|
|
|||
Accrued workers compensation insurance
|
|
|
|
|
|
1,125
|
|
|
|
|
767
|
|
|
||
Other accrued expenses
|
|
|
|
|
|
312
|
|
|
|
|
339
|
|
|
||
Payroll tax accrual
|
|
|
(a)
|
|
|
1,493
|
|
|
|
|
1,448
|
|
|
||
Accounts payable, accrued expenses, and other current liabilities
|
|
|
|
|
|
$
|
4,642
|
|
|
|
|
$
|
4,746
|
|
|
|
|
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
Ref
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Interest expense, net
|
|
|
$
|
(23
|
)
|
|
$
|
(24
|
)
|
|
$
|
(72
|
)
|
|
$
|
(75
|
)
|
Amortization of deferred financing costs
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
||||
Change in value of financial instruments
|
(a)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99
|
|
||||
Miscellaneous other income (expense), net
|
(b)
|
|
(11
|
)
|
|
7
|
|
|
(651
|
)
|
|
9
|
|
||||
Other income (expense), net
|
|
|
(34
|
)
|
|
(17
|
)
|
|
(723
|
)
|
|
23
|
|
|
|
|
(in thousands)
|
||||||
|
|
|
Nine Months Ended
|
||||||
|
|
|
June 30,
|
||||||
|
Ref
|
|
2015
|
|
2014
|
||||
Unrecognized expense for DLH employees
|
(a)
|
|
$
|
105
|
|
|
$
|
196
|
|
Unrecognized expense for non-employee directors
|
(b)
|
|
125
|
|
|
150
|
|
||
Total unrecognized expense
|
|
|
$
|
230
|
|
|
$
|
346
|
|
|
|
|
|
|
|
|
(in years)
|
|
|
|||
|
|
|
|
|
|
|
Weighted
|
|
|
|||
|
|
|
|
|
Weighted
|
|
Average
|
|
(in thousands)
|
|||
|
|
|
(in thousands)
|
|
Average
|
|
Remaining
|
|
Aggregate
|
|||
|
|
|
Number of
|
|
Exercise
|
|
Contractual
|
|
Intrinsic
|
|||
|
Ref
|
|
Shares
|
|
Price
|
|
Term
|
|
Value
|
|||
Options outstanding, September 30, 2014
|
|
|
2,380
|
|
|
$1.40
|
|
7.81
|
|
$
|
1,589
|
|
Granted
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
Canceled
|
(a)
|
|
(44
|
)
|
|
$1.40
|
|
|
|
|
|
|
Options outstanding, June 30
2015
|
|
|
2,336
|
|
|
$1.40
|
|
7.05
|
|
$
|
3,128
|
|
|
|
(in thousands)
|
||||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
437
|
|
|
$
|
251
|
|
|
$
|
489
|
|
|
$
|
582
|
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Denominator for basic net income per share - weighted-average outstanding shares
|
|
9,552
|
|
|
9,602
|
|
|
9,580
|
|
|
9,566
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Stock options and restricted stock
|
|
404
|
|
|
75
|
|
|
410
|
|
|
94
|
|
||||
Denominator for diluted net income per share - weighted-average outstanding shares
|
|
9,956
|
|
|
9,677
|
|
|
9,990
|
|
|
9,660
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share - basic
|
|
$
|
0.05
|
|
|
$
|
0.03
|
|
|
$
|
0.05
|
|
|
$
|
0.06
|
|
Earnings per share - diluted
|
|
$
|
0.04
|
|
|
$
|
0.03
|
|
|
$
|
0.05
|
|
|
$
|
0.06
|
|
|
|
|
|
Payments Due By Period
|
|
|
||||||||||||||
Obligations
|
|
|
|
Less than
|
|
1-3
|
|
4-5
|
|
More than 5
|
||||||||||
(Amounts in thousands)
|
|
Total
|
|
1 Year
|
|
Years
|
|
Years
|
|
Years
|
||||||||||
Loan Payable (1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
Operating Leases (2)
|
|
2,333
|
|
|
130
|
|
|
530
|
|
|
547
|
|
|
1,126
|
|
|||||
Total Obligations
|
|
$
|
2,333
|
|
|
$
|
130
|
|
|
$
|
530
|
|
|
$
|
547
|
|
|
$
|
1,126
|
|
Period
|
|
Total Number
of Shares
Purchased
|
|
Average Price
Paid Per Share |
|
Total Number of
Shares Purchased As Part of Publicly
Announced Programs
|
|
($ in thousands) Value of Shares that May Yet Be Purchased Under the Plan or Program
|
|||||||||||
First quarter total
|
|
1,353
|
|
|
$
|
1.98
|
|
|
|
1,353
|
|
|
|
|
$
|
256
|
|
|
|
Second quarter total
|
|
76,600
|
|
|
$
|
2.25
|
|
|
|
76,600
|
|
|
|
|
$
|
85
|
|
|
|
April 2015
|
|
3,907
|
|
|
$
|
2.03
|
|
|
|
3,907
|
|
|
|
|
$
|
77
|
|
|
|
May 2015
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
$
|
77
|
|
|
||
June 2015
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
$
|
77
|
|
|
||
Third quarter total
|
|
3,907
|
|
|
$
|
2.03
|
|
|
|
3,907
|
|
|
|
|
$
|
77
|
|
|
•
|
behavioral health;
|
•
|
telehealth services;
|
•
|
medication therapy management;
|
•
|
health IT solutions;
|
•
|
process management;
|
•
|
case management;
|
•
|
clinical systems support; and
|
•
|
healthcare delivery.
|
•
|
DLH differentiators:
Leverage our differentiation tools and technology to deliver high-value performance in partnership with and in support of customers, teams, and end-users including:
|
•
|
DLH
ePRAT
™ – a web-based, open-architecture, secure system to manage expert delivery and resourcing of the “continuum of care requirements” for combatants, veterans, and retirees. Designed to meet HIPAA, CCAC, CARF, FISMA, NIST requirements
|
•
|
DLH
SPOT-m
™ – a unique approach to integration of people, processes, and technology tools to measure, manage and optimize our performance at project or enterprise levels.
|
•
|
New contract vehicles:
Expand our indefinite delivery/indefinite quantity (IDIQ) contract vehicles with the Federal government to capture an increased share of Federal health spending. For example, DLH submitted a team-based bid on the opportunity to participate in the next generation of the Department of Veterans Affairs’ Transformation Twenty-
|
•
|
Organic growth:
Continue expansion through organic growth as a prime contractor by delivering quality services and cost effective solutions to our existing customers.
|
•
|
organic growth contributed to an 11% compound annual growth rate (CAGR) over the past two years, from $49.2 million for fiscal year 2012 to $60.5 million for fiscal 2014.
|
•
|
organic revenue growth continued during the first nine months of FY2015, increasing nearly 8.0% over the same prior year nine-month period.
|
•
|
Business development team:
Continue to enhance our industry knowledge and expertise by adding resources with deep health industry experience. This point of focus includes nominations to our Board, our business development leadership team, and our strategic advisers.
|
•
|
Teaming partners
: Expand our footprint in the key strategic health field by teaming with bid partners to leverage our expertise and processes to meet the growing need for treatment of service veterans and their families
|
•
|
Transformative growth:
A longer-term initiative to selectively review and position ourselves for potential joint ventures or a strategic acquisition.
|
|
|
Nine Months Ended
|
|
Nine Months Ended
|
Revenue Stream
|
|
June 30, 2015
|
|
June 30, 2014
|
Healthcare Delivery Solutions
|
|
53%
|
|
52%
|
Medical Logistics & Technical Services
|
|
47%
|
|
48%
|
•
|
$169 billion for the Department of Veterans Affairs
|
•
|
$73.5 billion in discretionary funding, largely for healthcare
|
•
|
increase of $5.2 billion, or 7.5% above 2015 enacted level
|
•
|
$1.2 billion to expand telehealth services
|
•
|
$65.3 billion in discretionary funding to provide needed care and other benefits to veterans and their families. In addition, the Budget includes $3.1 billion in estimated medical care collections, for a total budget authority of approximately $68.4 billion;
|
•
|
an additional $400 million investment in high priority capital projects to address critical safety issues, improve services, and meet increased demand for veterans’ services; and
|
•
|
addressing the VA claims backlog and improving the Department’s efficiency by investing $138.7 million in the Veterans Claims Intake Program, continuing to implement the paperless claims system, and undertaking additional efforts to provide faster and more accurate benefits claims processing and improve veterans’ access to benefits information.
|
•
|
federal government budget deficits and the growing U.S. national debt increasing pressure on the U.S. government to reduce federal spending across all federal agencies together with associated uncertainty about the size and timing of those reductions;
|
•
|
cost cutting and efficiency initiatives, current and future budget reductions, continued implementation of Congressionally mandated automatic spending cuts, and other efforts to reduce U.S. government spending, which could cause clients to reduce or delay funding for orders for services;
|
•
|
shift to greater use of lowest priced technically acceptable contracting award approaches by governmental agencies resulting in greater pressure on margins; and
|
•
|
changes in the relative mix of overall U.S. government spending and areas of spending growth, with lower spending on homeland security, intelligence and defense-related programs as overseas operations end, and continued increased spending on cyber-security, advanced analytics, technology integration and healthcare.
|
|
|
Three Months Ended
|
|||||||||||||||||||
Consolidated Statement of Income:
|
|
June 30, 2015
|
|
June 30, 2014
|
|
Change
|
|||||||||||||||
Revenue
|
|
$16,781
|
|
100.0
|
%
|
|
15,692
|
|
|
100.0
|
%
|
|
$
|
1,089
|
|
|
—
|
%
|
|||
Direct expenses
|
|
13,743
|
|
|
81.9
|
%
|
|
13,384
|
|
|
85.3
|
%
|
|
359
|
|
|
(3.4
|
)%
|
|||
Gross margin
|
|
3,038
|
|
|
18.1
|
%
|
|
2,308
|
|
|
14.7
|
%
|
|
730
|
|
|
3.4
|
%
|
|||
General and administrative expenses
|
|
2,270
|
|
|
13.5
|
%
|
|
2,013
|
|
|
12.8
|
%
|
|
257
|
|
|
0.7
|
%
|
|||
Depreciation and amortization
|
|
5
|
|
|
—
|
%
|
|
27
|
|
|
0.2
|
%
|
|
(22
|
)
|
|
(0.2
|
)%
|
|||
Income from operations
|
|
763
|
|
|
4.5
|
%
|
|
268
|
|
|
1.7
|
%
|
|
495
|
|
|
2.8
|
%
|
|||
Other income (expense), net
|
|
(34
|
)
|
|
(0.2
|
)%
|
|
(17
|
)
|
|
(0.1
|
)%
|
|
(17
|
)
|
|
(0.1
|
)%
|
|||
Income before income taxes
|
|
729
|
|
|
4.3
|
%
|
|
251
|
|
|
1.6
|
%
|
|
478
|
|
|
2.7
|
%
|
|||
Income tax expense
|
|
292
|
|
|
1.7
|
%
|
|
—
|
|
|
—
|
%
|
|
292
|
|
|
1.7
|
%
|
|||
Net income
|
|
$
|
437
|
|
|
2.6
|
%
|
|
$
|
251
|
|
|
1.6
|
%
|
|
$
|
186
|
|
|
1.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Earnings per share - basic
|
|
$
|
0.05
|
|
|
|
|
$
|
0.03
|
|
|
|
|
$
|
0.02
|
|
|
|
|||
Earnings per share - diluted
|
|
$
|
0.04
|
|
|
|
|
$
|
0.03
|
|
|
|
|
$
|
0.01
|
|
|
|
|
|
Nine Months Ended
|
|||||||||||||||||||
Consolidated Statement of Income:
|
|
June 30, 2015
|
|
June 30, 2014
|
|
Change
|
|||||||||||||||
Revenue
|
|
$48,357
|
|
100.0
|
%
|
|
$
|
44,914
|
|
|
100.0
|
%
|
|
$
|
3,443
|
|
|
—
|
%
|
||
Direct expenses
|
|
40,055
|
|
|
82.8
|
%
|
|
38,295
|
|
|
85.3
|
%
|
|
1,760
|
|
|
(2.5
|
)%
|
|||
Gross margin
|
|
8,302
|
|
|
17.2
|
%
|
|
6,619
|
|
|
14.7
|
%
|
|
1,683
|
|
|
2.5
|
%
|
|||
General and administrative expenses
|
|
6,719
|
|
|
13.9
|
%
|
|
5,980
|
|
|
13.3
|
%
|
|
739
|
|
|
0.6
|
%
|
|||
Depreciation and amortization
|
|
45
|
|
|
0.1
|
%
|
|
80
|
|
|
0.2
|
%
|
|
(35
|
)
|
|
(0.1
|
)%
|
|||
Income from operations
|
|
1,538
|
|
|
3.2
|
%
|
|
559
|
|
|
1.2
|
%
|
|
979
|
|
|
2.0
|
%
|
|||
Other income (expense), net
|
|
(723
|
)
|
|
—
|
%
|
|
23
|
|
|
0.1
|
%
|
|
(746
|
)
|
|
(0.1
|
)%
|
|||
Income before income taxes
|
|
815
|
|
|
1.7
|
%
|
|
582
|
|
|
1.3
|
%
|
|
233
|
|
|
0.4
|
%
|
|||
Income tax expense
|
|
326
|
|
|
0.7
|
%
|
|
—
|
|
|
—
|
%
|
|
326
|
|
|
0.7
|
%
|
|||
Net income
|
|
$
|
489
|
|
|
1.0
|
%
|
|
$
|
582
|
|
|
1.3
|
%
|
|
$
|
(93
|
)
|
|
(0.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Earnings per share - basic
|
|
$
|
0.05
|
|
|
|
|
$
|
0.06
|
|
|
|
|
$
|
(0.01
|
)
|
|
|
|||
Earnings per share - diluted
|
|
$
|
0.05
|
|
|
|
|
$
|
0.06
|
|
|
|
|
$
|
(0.01
|
)
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Pro forma EPS without retroactive settlement*
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Earnings per share - basic
|
|
$
|
0.09
|
|
|
|
|
$
|
0.06
|
|
|
|
|
$
|
0.03
|
|
|
|
|||
Earnings per share - diluted
|
|
$
|
0.09
|
|
|
|
|
$
|
0.06
|
|
|
|
|
$
|
0.03
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
||||||||
Net Income
|
|
$
|
437
|
|
|
$
|
251
|
|
|
$
|
489
|
|
|
$
|
582
|
|
|
Adjustment for retroactive payment claim, net
|
|
—
|
|
|
—
|
|
|
377
|
|
|
—
|
|
|
||||
Pro Forma Net Income
|
|
$
|
437
|
|
|
$
|
251
|
|
|
$
|
866
|
|
|
$
|
582
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
EPS, fully diluted
|
|
$
|
0.04
|
|
|
$
|
0.03
|
|
|
$
|
0.05
|
|
|
$
|
0.06
|
|
|
Adjustment for retroactive payment claim, net
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.04
|
|
|
$
|
—
|
|
|
Pro forma EPS, fully diluted
|
|
$
|
0.04
|
|
|
$
|
0.03
|
|
|
$
|
0.09
|
|
|
$
|
0.06
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||||||||||||||||||
|
|
June 30,
|
|
June 30,
|
|
||||||||||||||||||||
|
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
|
||||||||||||
Net income
|
|
$
|
437
|
|
|
$
|
251
|
|
|
$
|
186
|
|
|
$
|
489
|
|
|
$
|
582
|
|
|
$
|
(93
|
)
|
|
(i) Interest and other (income) expenses (net)
|
|
34
|
|
|
17
|
|
|
17
|
|
|
723
|
|
|
(23
|
)
|
|
746
|
|
|
||||||
(ii) Provision for taxes
|
|
292
|
|
|
—
|
|
|
292
|
|
|
326
|
|
|
—
|
|
|
326
|
|
|
||||||
(iii) Depreciation and amortization
|
|
5
|
|
|
27
|
|
|
(22
|
)
|
|
45
|
|
|
80
|
|
|
(35
|
)
|
|
||||||
(iv) G&A expenses - equity grants
|
|
72
|
|
|
78
|
|
|
(6
|
)
|
|
418
|
|
|
372
|
|
|
46
|
|
|
||||||
EBITDA adjusted for other non-cash charges
|
|
$
|
840
|
|
|
$
|
373
|
|
|
$
|
467
|
|
|
$
|
2,001
|
|
|
$
|
1,011
|
|
|
$
|
990
|
|
|
|
|
(in thousands)
|
|
|
Reduction of accounts receivable related to retroactive payment claim
|
|
$
|
(9,306
|
)
|
Reduction of accrued payroll related to retroactive wage and benefit payments
|
|
8,677
|
|
|
Net other (expense)
|
|
$
|
(629
|
)
|
|
|
As Filed
|
|
|
|
Pro forma
|
||||||
|
|
September 30,
2014 |
|
Current Report
|
|
September 30,
2014 |
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ASSETS
|
|
|
|
|
|
|
|
|||||
Current assets:
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
|
$
|
3,908
|
|
|
|
|
$
|
3,908
|
|
||
Accounts receivable, net
|
|
12,372
|
|
|
$
|
(9,306
|
)
|
|
3,066
|
|
||
Deferred taxes, net
|
|
84
|
|
|
|
|
84
|
|
||||
Other current assets
|
|
510
|
|
|
|
|
510
|
|
||||
Total current assets
|
|
16,874
|
|
|
(9,306
|
)
|
|
7,568
|
|
|||
Equipment and improvements, net
|
|
63
|
|
|
|
|
63
|
|
||||
Deferred taxes, net
|
|
4,513
|
|
|
|
|
4,513
|
|
||||
Goodwill
|
|
8,595
|
|
|
|
|
8,595
|
|
||||
Other long-term assets
|
|
27
|
|
|
|
|
27
|
|
||||
Total assets
|
|
$
|
30,072
|
|
|
$
|
(9,306
|
)
|
|
$
|
20,766
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
|
|
|||||
Accrued payroll
|
|
$
|
11,465
|
|
|
$
|
(8,677
|
)
|
|
$
|
2,788
|
|
Accounts payable, accrued expenses, and other current liabilities
|
|
4,746
|
|
|
|
|
4,746
|
|
||||
Total current liabilities
|
|
16,211
|
|
|
(8,677
|
)
|
|
7,534
|
|
|||
Other long term liabilities
|
|
15
|
|
|
|
|
15
|
|
||||
Total liabilities
|
|
16,226
|
|
|
(8,677
|
)
|
|
7,549
|
|
|||
Commitments and contingencies
|
|
|
|
|
|
|
||||||
Shareholders' equity:
|
|
|
|
|
|
|
||||||
Preferred stock, $.10 par value; authorized 5,000 shares, none issued and outstanding
|
|
—
|
|
|
|
|
—
|
|
||||
Common stock, $.001 par value; authorized 40,000 shares; issued 9,568 and outstanding 9,566 at September 30, 2014
|
|
10
|
|
|
|
|
10
|
|
||||
Additional paid-in capital
|
|
76,083
|
|
|
|
|
76,083
|
|
||||
Accumulated deficit
|
|
(62,244
|
)
|
|
(629
|
)
|
|
(62,873
|
)
|
|||
Treasury stock, 2 shares at cost at September 30, 2014
|
|
(3
|
)
|
|
|
|
(3
|
)
|
||||
Total shareholders’ equity
|
|
13,846
|
|
|
(629
|
)
|
|
13,217
|
|
|||
Total liabilities and shareholders' equity
|
|
$
|
30,072
|
|
|
$
|
(9,306
|
)
|
|
$
|
20,766
|
|
Period
|
|
Total Number
of Shares
Purchased
|
|
Average Price
Paid Per Share |
|
Total Number of
Shares Purchased As Part of Publicly
Announced Programs
|
|
($ in thousands) Value of Shares that May Yet Be Purchased Under the Plan or Program
|
|||||||||||
First quarter total
|
|
1,353
|
|
|
$
|
1.98
|
|
|
|
1,353
|
|
|
|
|
$
|
256
|
|
|
|
Second quarter total
|
|
76,600
|
|
|
$
|
2.25
|
|
|
|
76,600
|
|
|
|
|
$
|
85
|
|
|
|
April 2015
|
|
3,907
|
|
|
$
|
2.03
|
|
|
|
3,907
|
|
|
|
|
$
|
77
|
|
|
|
May 2015
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
$
|
77
|
|
|
||
June 2015
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
$
|
77
|
|
|
||
Third quarter total
|
|
3,907
|
|
|
$
|
2.03
|
|
|
|
3,907
|
|
|
|
|
$
|
77
|
|
|
Exhibit
|
|
|
|
Incorporated by Reference
|
|
Filed
|
||||
Number
|
|
Exhibit Description
|
|
Form
|
|
Dated
|
|
Exhibit
|
|
Herewith
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
Lease Agreement dated April 27, 2015 between DLH Holdings Corp. and Piedmont Center, 1-4 LLC.
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
Extension Agreement dated April 29, 2015 between DLH Holdings Corp. and Zachary C. Parker.#
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a)
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a)
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 17 CFR 240.13a-14(b) or 17 CFR 240.15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
101
|
|
The following financial information from the DLH Holdings Corp. Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2015, formatted in XBRL (eXtensible Business Reporting Language) and filed electronically herewith: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Cash Flows; and, (iv) the Notes to the Consolidated Financial Statements.
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
DLH HOLDINGS CORP.
|
|
|
|
|
|
|
|
By:
|
/s/ Zachary C. Parker
|
|
|
|
Zachary C. Parker
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
By:
|
/s/ Kathryn M. JohnBull
|
|
|
|
Kathryn M. JohnBull
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
Dated: August 5, 2015
|
|
|
|
/s/ Zachary C. Parker
Zachary C. Parker
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Kathryn M. JohnBull
Kathryn M. JohnBull
Chief Financial Officer
(Principal Accounting Officer)
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
|
|
|
/s/ ZACHARY C. PARKER
Zachary C. Parker
Chief Executive Officer
(Principal Executive Officer)
|
|
/s/ KATHRYN M. JOHNBULL
Kathryn M. JohnBull
Chief Financial Officer
(Principal Accounting Officer)
|