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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
ý      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the quarterly period ended March 31, 2021
 
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 No. 0-18492
 
DLH HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of
 incorporation or organization)
 
22-1899798
(I.R.S. Employer
Identification No.)

3565 Piedmont Road, NE, Building 3, Suite 700
Atlanta, Georgia
(Address of principal executive offices)
 
30305
(Zip Code)


(770) 554-3545
(Registrant’s telephone number, including area code)

Former Name, Former Address and Former Fiscal Year, 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
  
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ý     No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ý   No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
 
Accelerated filer o
Non-accelerated filer x
 
Smaller Reporting Company x
 
Emerging Growth Company o

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.  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No ý
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 12,544,906 shares of Common Stock, par value $0.001 per share, were outstanding as of April 30, 2021.









DLH HOLDINGS CORP.
FORM 10-Q
 
Table of Contents
 
Page No.
2



PART I — FINANCIAL INFORMATION

ITEM I: FINANCIAL STATEMENTS

DLH HOLDINGS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)(unaudited)
Three Months EndedSix Months Ended
 March 31,March 31,
 2021202020212020
Revenue$61,506 $54,798 $119,358 $107,036 
Cost of Operations:
Contract costs48,722 42,941 94,727 84,281 
General and administrative costs6,135 6,260 12,285 12,174 
Depreciation and amortization2,029 1,760 4,091 3,619 
Total operating costs56,886 50,961 111,103 100,074 
Income from operations4,620 3,837 8,255 6,962 
Interest expense, net1,004 906 2,084 1,846 
Income before income taxes3,616 2,931 6,171 5,116 
Income tax expense1,049 855 1,790 1,488 
Net income$2,567 $2,076 $4,381 $3,628 
Net income per share - basic$0.20 $0.17 $0.35 $0.30 
Net income per share - diluted$0.19 $0.16 $0.32 $0.28 
Weighted average common stock outstanding
Basic12,544 12,299 12,521 12,193 
Diluted13,570 13,003 13,568 12,886 
 
The accompanying notes are an integral part of these consolidated financial statements.
3



DLH HOLDINGS CORP.
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value of shares) 
March 31,
2021
September 30,
2020
(unaudited)

ASSETS  
Current assets:  
Cash and cash equivalents$420 $1,357 
Accounts receivable41,675 32,541 
Other current assets3,469 3,499 
Total current assets45,564 37,397 
Equipment and improvements, net2,593 3,339 
Operating lease right-of-use assets21,055 22,427 
Deferred taxes, net 37 
Goodwill65,643 67,144 
Intangible assets, net50,762 52,612 
Other long-term assets539 606 
Total assets$186,156 $183,562 
LIABILITIES AND SHAREHOLDERS’ EQUITY  
Current liabilities:  
Debt obligations - current, net of deferred financing costs$3,124 $6,727 
Operating lease liabilities - current2,130 2,045 
Accrued payroll12,012 10,611 
Accounts payable, accrued expenses, and other current liabilities30,824 28,578 
Total current liabilities48,090 47,961 
Long-term liabilities:
Deferred taxes, net1,475  
Debt obligations - long-term, net of deferred financing costs57,199 60,544 
Operating lease liabilities - long-term20,499 21,620 
Total long-term liabilities79,173 82,164 
Total liabilities127,263 130,125 
Shareholders' equity:
Common stock, $0.001 par value; authorized 40,000 shares; issued and outstanding 12,545 and 12,404 at March 31, 2021 and September 30, 2020, respectively
13 12 
Additional paid-in capital86,942 85,868 
Accumulated deficit(28,062)(32,443)
Total shareholders’ equity58,893 53,437 
Total liabilities and shareholders' equity$186,156 $183,562 
 
The accompanying notes are an integral part of these consolidated financial statements.
4



DLH HOLDINGS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) 
(unaudited)
Six Months Ended
March 31,
 20212020
Operating activities  
Net income$4,381 $3,628 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization expense4,091 3,619 
Amortization of deferred financing costs413 374 
Stock based compensation expense844 384 
Deferred taxes, net1,512 1,258 
Gain from lease modification (121)
Changes in operating assets and liabilities  
Accounts receivable (9,134)(11,722)
Other current assets30 (1,211)
Accrued payroll1,401 1,913 
Accounts payable, accrued expenses, and other current liabilities2,245 2,280 
Other long-term assets/liabilities336 260 
Net cash provided by operating activities6,119 662 
Investing activities  
Business acquisition adjustment, net of cash acquired59  
Purchase of equipment and improvements(53)(141)
Net cash provided by (used in) investing activities6 (141)
Financing activities  
Borrowing on revolving line of credit, net 2,000 
Repayment of senior debt(7,250)(3,000)
Payment of debt financing costs(43)(3)
Repurchase of common stock (211)
Proceeds from issuance of common stock upon exercise of options231 27 
Net cash used in financing activities(7,062)(1,187)
Net change in cash and cash equivalents(937)(666)
Cash and cash equivalents at beginning of period1,357 1,790 
Cash and cash equivalents at end of period$420 $1,124 
Supplemental disclosures of cash flow information  
Cash paid during the period for interest$1,639 $1,583 
Cash paid during the period for income taxes$184 $409 
Supplemental disclosures of non-cash activity
Non-cash cancellation of common stock$ $211 

The accompanying notes are an integral part of these consolidated financial statements.
5



DLH HOLDINGS CORP.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands) 
(unaudited)
Common StockTreasury StockAdditional
Paid-In
Capital
Accumulated
Deficit
Total Shareholders' Equity
SharesAmountSharesAmount
Six Months Ended March 31, 2021
Balance at September 30, 202012,404 $12 $ $ $85,868 $(32,443)$53,437 
Expense related to director restricted stock unit78 — — — 232 — 232 
Expense related to employee stock based compensation— — — — 612 — 612 
Exercise of stock options63 1 — — 230 — 231 
Net income— — — — — 4,381 4,381 
Balance at March 31, 202112,545 $13  $ $86,942 $(28,062)$58,893 
Three Months Ended March 31, 2021
Balance at December 31, 202012,544 $13  $ $86,551 $(30,629)$55,935 
Expense related to director restricted stock unit— — — — 116 — 116 
Expense related to employee stock based compensation— — — — 270 — 270 
Exercise of stock options1 — — — 5 — 5 
Net income— — — — — 2,567 2,567 
Balance at March 31, 202112,545 $13   $86,942 $(28,062)$58,893 

Common StockTreasury StockAdditional
Paid-In
Capital
Accumulated
Deficit
Total Shareholders' Equity
SharesAmountSharesAmount
Six Months Ended March 31, 2020
Balance at September 30, 201912,036 $12 $ $ $85,114 $(39,555)$45,571 
Cumulative-effect adjustment for adoption of ASC 842
— — — — — (2)(2)
Expense related to director restricted stock unit90 — — — 173 — 173 
Expense related to employee stock options— — — — 211 — 211 
Repurchases of common stock— — 28 (113)— — (113)
Cancellation of common stock(117)— (28)113 (211)— (98)
Exercise of stock options345 — — — 27 — 27 
Net income— — — — — 3,628 3,628 
Balance at March 31, 202012,354 $12  $ $85,314 $(35,929)$49,397 
Three Months Ended March 31, 2020
Balance at December 31, 201912,124 $12 $27 $(111)$85,249 $(38,005)$47,145 
Expense related to director restricted stock unit— — — — 87 — 87 
Expense related to employee stock options— — — — 95 — 95 
Exercise of stock options325 — — — — —  
Repurchases of common stock— — 1 (2)— — (2)
Cancellation of common stock(95)— (28)113 (117)— (4)
Net income— — — — — 2,076 2,076 
Balance at March 31, 202012,354 $12  $ $85,314 $(35,929)$49,397 

The accompanying notes are an integral part of these consolidated financial statements.
6



DLH HOLDINGS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
 
1. Basis of Presentation 

The accompanying consolidated financial statements include the accounts of DLH Holdings Corp. and its subsidiaries (together with its subsidiaries, "DLH" or the "Company" and also referred to as "we," "us" and "our"), all of which are wholly owned. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

In management's opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending September 30, 2021. Amounts as of and for the periods ended March 31, 2021 and March 31, 2020 are unaudited. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 2020 filed with the Securities and Exchange Commission on December 7, 2020.


2. Business Overview

The Company is a full-service provider of technology-enabled health and human services, providing solutions to three market focus areas: Defense and Veterans' Health Solutions, Human Solutions and Services, and Public Health and Life Sciences. We deliver domain-specific expertise, industry best-practices and innovations to customers across these markets leveraging seven core competencies: secure data analytics, clinical trials and laboratory services, case management, performance evaluation, system modernization, operational logistics and readiness, and strategic digital communications. The Company manages its operations from its principal executive offices in Atlanta, Georgia, and we have a complementary headquarters office in Silver Spring, Maryland. We employ over 2,200 skilled employees working in more than 30 locations throughout the United States and one location overseas.

At present, the Company derives 99% of its revenue from agencies of the Federal government, primarily as a prime contractor but also as a subcontractor to other Federal prime contractors.

Our two largest customers are the Department of Veteran Affairs ("VA") and the Department of Health and Human Services ("HHS"). The VA comprised approximately 47% and 46% of revenue for the six months ended March 31, 2021 and 2020, respectively, and HHS comprised approximately 36% and 47% of revenue for the six months ended March 31, 2021 and 2020, respectively.

3. New Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), which provides optional expedients and exceptions for the application of U.S. GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") and other reference rates expected to be discontinued due to reference rate reform. ASU 2020-04 became effective on March 12, 2020 for all entities meeting certain criteria. The Company may elect to apply the amendments using a prospective approach through December 31, 2022. The Company is currently assessing the impact of electing this standard on its consolidated financial statements and related disclosures and does not expect the impact to be material.

7



In April 2020, the FASB issued a Staff Q&A, Topic 842 and 840: Accounting For Lease Concessions Related to the Effects of the COVID-19 Pandemic in order to provide clarity regarding the accounting treatment for lease concessions provided as a result of COVID-19. Under existing lease guidance, changes to certain lease terms not specified in the original lease agreement require modification accounting treatment. To provide relief, the FASB Staff Q&A permits alternatives to modification accounting under Topic 842. For concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in the rights of the lessor or our obligations as the lessee, we are not required to analyze each contract to determine whether enforceable rights and obligations for concessions exist in the lease agreement and can elect to apply or not apply the lease modification guidance in Topic 842. For fiscal year 2021, we elected to account for lease concessions received for one of our operating leases as a resolution of a contingency, whereby we remeasured our lease liability and recorded the adjustment against the right-of-use asset, without reassessing lease classification or modifying the original discount rate. As a result of this election, our lease liability and right-of-use-asset decreased by less than $0.1 million.

In August 2020, the FASB issued ASU 2020-06, which amends the measurement and disclosure of convertible instruments, contracts in an entity's own equity, and EPS guidance. The guidance can be adopted using a modified retrospective method or a fully retrospective method. The amendments are effective for fiscal years beginning after December 15, 2021 for public entities, excluding those that are smaller reporting companies. For all other entities the amendments are effective for fiscal years beginning after December 15, 2023. The Company does not expect the update to have a material impact on its consolidated financial statements and related disclosures.


4. Significant Accounting Policies

Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include valuation of goodwill and intangible assets, interest rate swaps, stock-based compensation, right-of-use assets and lease liabilities, valuation allowances established against accounts receivable and deferred tax assets, and measurement of loss development on workers’ compensation claims. We evaluate these estimates and judgments on an ongoing basis and base our estimates on historical experience, current and expected future outcomes, third-party evaluations and various other assumptions that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. We revise material accounting estimates if changes occur, such as more experience is acquired, additional information is obtained, or there is new information on which an estimate was or can be based. Actual results could differ from those estimates. In particular, a material reduction in the fair value of goodwill could have a material adverse effect on the Company’s financial position and results of operations. We account for the effect of a change in accounting estimate during the period in which the change occurs.

Fair Value of Financial Instruments
 
The carrying amounts of the Company's cash and cash equivalents, accounts receivable, accrued expenses, and accounts payable approximate fair value due to the short-term nature of these instruments. The fair values of the Company's debt instruments approximated fair value because the underlying interest rates approximate market rates that the Company could obtain for similar instruments at the balance sheet dates.

Long-Lived Assets

Our long-lived assets include equipment and improvements, intangible assets, right-of-use assets, and goodwill. The Company continues to review long-lived assets for possible impairment or loss of value at least annually, or more frequently upon the occurrence of an event or when circumstances indicate that a reporting unit's carrying amount is greater than its fair value.

Equipment and improvements are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful asset lives (3 to 7 years) and the shorter of the initial lease term or estimated useful life for leasehold improvements. Maintenance and repair costs are expensed as incurred.

Intangible assets (other than goodwill) are originally recorded at fair value and are amortized on a straight-line basis over their estimated useful lives of 10 years.

8



Right-of-use assets are measured at the present value of future minimum lease payments, including all probable renewals, plus lease payments made to the lessor before or at lease commencement and indirect costs paid, less incentives received. Our right-of-use assets include long-term leases for facilities and equipment and are amortized over their respective lease terms.

Goodwill

At September 30, 2020, we performed a goodwill impairment evaluation on the year-end carrying value of approximately $67 million. We performed a qualitative assessment of factors to determine whether it was necessary to perform the goodwill impairment test. Based on the results of the work performed, the Company has concluded that no impairment loss was warranted at September 30, 2020. For the six months ended March 31, 2021, the Company determined that no change in business conditions occurred which would have a material adverse effect on the valuation of goodwill. Our assessment incorporated effects of the COVID-19 pandemic, which is not expected to have a meaningful impact on our financial results. Notwithstanding this evaluation, factors including non-renewal of a major contract or other substantial changes in business conditions could have a material adverse effect on the valuation of goodwill in future periods and the resulting charge could be material to future periods’ results of operations.

Income Taxes

The Company accounts for income taxes in accordance with the liability method, whereby deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reflected on the consolidated balance sheet when it is determined that it is more likely than not that the asset will be realized. This guidance also requires that
deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax asset will not be realized. We account for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based upon the technical merits, it is "more-likely-than-not" that the position will be sustained upon examination. We had no uncertain tax positions at either March 31, 2021 or September 30, 2020. We report interest and penalties as a component of income tax expense. During the three and six months ended March 31, 2021 and March 31, 2020, we recognized no interest and no penalties related to income taxes.

Stock-Based Equity Compensation

The Company uses the fair value-based method for stock-based equity compensation. Options issued are designated as either an incentive stock option or a non-statutory stock option. No option may be granted with a term of more than 10 years from the date of grant. Option awards may depend on achievement of certain performance measures determined by the Compensation Committee of our Board. Shares issued upon option exercise are newly issued common shares. All awards to employees and non-employees are recorded at fair value on the date of the grant and expensed over the period of vesting. The Company uses a Monte Carlo binomial and Black Scholes option pricing models, as appropriate to estimate the fair value of each stock option at the date of grant. Any consideration paid by the option holders to purchase shares is credited to common stock.

Cash and Cash Equivalents

We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. We maintain cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Deposits held with financial institutions may exceed the $250,000 limit.

Earnings Per Share

Basic earnings per share is calculated by dividing income available to common shareholders by the weighted average number of common stock outstanding and restricted stock grants that vested or are likely to vest during the period. Diluted earnings per share is calculated by dividing income available to common shareholders by the weighted average number of basic common shares outstanding, adjusted to reflect potentially dilutive securities. Diluted earnings per share is calculated using the treasury stock method.

Treasury Stock

The Company periodically purchases its own common stock that is traded on public markets as part of announced stock repurchase programs. The repurchased common stock is classified as treasury stock on the consolidated balance sheets and held at cost. As of March 31, 2021 and September 30, 2020, the Company did not hold any treasury stock.

9



Preferred Stock

Our certificate of incorporation authorizes the issuance of "blank check" preferred stock with designations, rights and preferences as may be determined from time to time by our board of directors up to an aggregate of 5,000,000 shares of preferred stock. As of March 31, 2021 and September 30, 2020, the Company has not issued any preferred stock.

Interest Rate Swap

The Company uses derivative financial instruments to manage interest rate risk associated with its variable rate debt. The Company's objective in using these interest rate derivatives is to manage its exposure to interest rate movements and reduce volatility of interest expense. The gains and losses due to changes in the fair value of the interest rate swap agreements completely offset changes in the fair value of the hedged portion of the underlying debt. Offsetting changes in fair value of both the interest rate swaps and the hedged portion of the underlying debt both are recognized in interest expense in the Consolidated Statements of Operations. The Company does not hold or issue any derivative instruments for trading or speculative purposes.

Risks & Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry, primarily through the introduction of additional regulations and restrictions. Due to the nature of our work, we believe that these impacts are mitigated and concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position and the results of its operations, the specific impact is not readily determinable as of the date of these financial statements.


5. Revenue Recognition
We recognize revenue over time when there is a continuous transfer of control to our customer. For our U.S. government contracts, this continuous transfer of control to the customer is supported by clauses in the contract that allow the U.S. government to unilaterally terminate the contract for convenience, pay us for costs incurred plus a reasonable profit and take control of any work in process. When control is transferred over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. For services contracts, we satisfy our performance obligations as services are rendered. We use a cost-based input method to measure progress.

Contract costs include labor, material and allocable indirect expenses. For time-and-material contracts, we bill the customer per labor hour and per material, and revenue is recognized in the amount invoiced since the amount corresponds directly to the value of our performance to date. We consider control to transfer when we have a present right to payment. Essentially, all of our contracts satisfy their performance obligations over time. Contracts are often modified to account for changes in contract specifications and requirements. Contract modifications impact performance obligations when the modification either creates new or changes the existing enforceable rights and obligations. The effect of a contract modification on the transaction price and our measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue and profit cumulatively. Furthermore, a significant change in one or more estimates could affect the profitability of our contracts. We recognize adjustments in estimated profit on contracts in the period identified.

For time-and-materials contracts, revenue is recognized to the extent of billable rates times hours delivered plus materials and other reimbursable costs incurred. Revenue for cost-reimbursable contracts is recorded as reimbursable costs are incurred, including an estimated share of the applicable contractual fees earned. Contract costs are expensed as incurred. Estimated losses are recognized when identified.

Contract assets - Amounts are invoiced as work progresses in accordance with agreed-upon contractual terms. In part, revenue recognition occurs before we have the right to bill, resulting in contract assets. These contract assets are reported within receivables, net on our consolidated balance sheets and are invoiced in accordance with payment terms defined in each contract. Period end balances will vary from period to period due to agreed-upon contractual terms. Refer to the Liquidity and Capital Management located in Managements' Discussion and Analysis of Financial Condition and Results of Operations in this report for more information.

Contract liabilities - Amounts are a result of billings in excess of costs incurred. These contract liabilities are reported within accounts payable, accrued expenses, and other current liabilities on our consolidated balance sheets.

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    The following table summarizes the contract balances recognized on the Company's consolidated balance sheets:
(in thousands)
March 31,September 30,
20212020
Contract assets$7,103 $7,943 
Contract liabilities$317 $200 


Disaggregation of revenue from contracts with customers

We disaggregate our revenue from contracts with customers by customer, contract type, as well as whether the Company acts as prime contractor or subcontractor. We believe these categories best depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. The following tables present our revenue disaggregated by these categories:

Revenue by customer (in thousands):
Three Months EndedSix Months Ended
March 31,March 31,
2021202020212020
Department of Veterans Affairs$27,871 $25,556 $55,513 $49,619 
Department of Health and Human Services23,341 25,861 43,503 49,951 
Department of Defense7,522 342 14,502 673 
Other2,772 3,039 5,840 6,793 
Total revenue$61,506 $54,798 $119,358 $107,036 


Revenue by contract type (in thousands):
Three Months EndedSix Months Ended
March 31,March 31,
2021202020212020
Time and materials$46,508 $38,162 $90,702 $74,603 
Cost reimbursable12,005 15,430 23,726 30,046 
Firm fixed price2,993 1,206 4,930 2,387 
Total revenue$61,506 $54,798 $119,358 $107,036 


Revenue by whether the Company acts as a prime contractor or a subcontractor (in thousands):
Three Months EndedSix Months Ended
March 31,March 31,
2021202020212020
Prime contractor$53,888 $50,920 $105,652 $99,815 
Subcontractor7,618 3,878 13,706 7,221 
Total revenue$61,506 $54,798 $119,358 $107,036 


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6. Leases

We have leases for facilities and office equipment. Our lease liabilities are recognized as the present value of the future minimum lease payments over the lease term. Our right-of-use assets are recognized as the present value of the future minimum lease payments over the lease term plus lease payments made to the lessor before or at lease commencement less unamortized lease incentives and the balance remaining in deferred rent liability under ASC 840. Our lease payments consist of fixed and in-substance fixed amounts attributable to the use of the underlying asset over the lease term. Variable lease payments that do not depend on an index rate or are not in-substance fixed payments are excluded in the measurement of right-of-use assets and lease liabilities and are expensed in the period incurred. The incremental borrowing rate on our credit facility was used in determining the present value of future minimum lease payments. Some of our lease agreements include options to extend the lease term or terminate the lease. These options are accounted for in our right-of-use assets and lease liabilities when it is reasonably certain that the Company will extend the lease term or terminate the lease. The Company does not have any finance leases. As of March 31, 2021, operating leases for facilities and equipment have remaining lease terms of 1.8 to 10.0 years.

The following table summarizes lease balances in our consolidated balance sheets at March 31, 2021 and September 30, 2020 (in thousands):
March 31, 2021September 30, 2020
Operating lease right-of-use assets$21,055 $22,427 
Operating lease liabilities, current$2,130 $2,045 
Operating lease liabilities - long-term20,499 21,620 
     Total operating lease liabilities$22,629 $23,665 

The Company subleases a portion of one of its leased facilities. The sublease is classified as an operating lease with respect to the underlying asset. The sublease was assumed from the acquisition of Social & Scientific Systems, Inc. ("S3") in fiscal 2019. The sublease term is 5 years with two additional 1-year term extension options.

The Company's lease costs are included within general and administrative costs in our Consolidated Statements of Operations. For the three and six months ended March 31, 2021 and March 31, 2020, total lease costs for our operating leases are as follows (in thousands):
Three Months EndedSix Months Ended
March 31,March 31,
2021202020212020
Operating $890 $1,253 $1,860 $2,565 
Short-term 42 47 71 103 
Variable 25 3 30 23 
Sublease income(92)(79)(187)(128)
       Total lease costs$865 $1,224 $1,774 $2,563 

12



The Company's future minimum lease payments as of March 31, 2021 are as follows:
For the Fiscal Year Ending September 30,(in thousands)
2021 (remaining)$1,657 
20223,501 
20233,391 
20243,251 
20253,092 
Thereafter14,684 
Total future lease payments29,576 
   Less: imputed interest(6,947)
Present value of future minimum lease payments22,629 
   Less: current portion of operating lease liabilities(2,130)
Long-term operating lease liabilities$20,499 

Other information related to our leases are as follows:
March 31, 2021
Weighted-average remaining lease term 8.7 years
Weighted-average discount rate5.99 %

Three Months EndedSix Months Ended
March 31,March 31,
(Amounts in thousands)Ref2021202020212020
Cash paid for amounts included in the measurement of lease liabilities$786 $1,197 $1,667 $2,467 
New lease liabilities, net of new right-of-use assets(a)$ $ $ $245 
Lease liabilities arising from obtaining right-of-use-assets(a)$ $ $ $7,179 

Ref (a): Changes resulted from an amended and remeasured operating lease


7. Supporting Financial Information

Accounts receivable
(in thousands)
March 31,September 30,
Ref20212020
Billed receivables$34,572 $24,598 
Contract assets7,103 7,943 
Total accounts receivable41,675 32,541 
Less: Allowance for doubtful accounts(a)  
Accounts receivable, net$41,675 $32,541 

Ref (a): Accounts receivable are non-interest bearing, unsecured and carried at net realizable value. We evaluate our receivables on a quarterly basis and determine whether an allowance is appropriate based on specific collection issues. No allowance for doubtful accounts was deemed necessary at either March 31, 2021 or September 30, 2020.

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Other current assets
(in thousands)
March 31,September 30,
20212020
Prepaid insurance and benefits$255 $665 
Other receivables1,524 1,363 
Other prepaid expenses1,690 1,471 
Other current assets$3,469 $3,499 


Equipment and improvements, net
(in thousands)
March 31,September 30,
Ref20212020
Furniture and equipment$958 $958 
Computer equipment1,212 1,171 
Computer software4,353 4,341 
Leasehold improvements1,595 1,595 
Total equipment and improvements8,118 8,065 
Less accumulated depreciation and amortization(a)(5,525)(4,726)
Equipment and improvements, net$2,593 $3,339 

Ref (a): Depreciation expense was $0.4 million and $0.6 million for the three months ended March 31, 2021 and 2020, respectively and $0.8 million and $1.2 million for the six months ended March 31, 2021 and 2020, respectively.


Intangible assets
(in thousands)
March 31,September 30,
Ref20212020
Intangible assets(a)
Customer contracts and related customer relationships$62,281 $45,600 
Covenants not to compete522 480 
Trade name3,051 2,109 
Acquired intangibles - IBA acquisition(b)— 16,223 
Total intangible assets65,854 64,412 
Less accumulated amortization
Customer contracts and related customer relationships(14,264)(11,150)
Covenants not to compete(238)(212)
Trade name(590)(438)
Total accumulated amortization(15,092)(11,800)
Intangible assets, net$50,762 $52,612 

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Ref (a): Intangible assets subject to amortization. The intangibles are amortized on a straight-line basis over their estimated useful lives of 10 years. The total amount of amortization expense was $1.6 million and $1.2 million for the three months ended March 31, 2021 and 2020, respectively and $3.3 million and $2.4 million for the six months ended March 31, 2021 and 2020, respectively.

Ref (b): Intangible assets reported at September 30, 2020 from the acquisition of IBA were based on an estimate and revised in the first quarter of fiscal 2021. A third party valued the acquired intangibles to be the $17.7 million; $16.7 million was attributable to customer contracts and customer relationships, and $0.9 million to trade name, and $0.1 million to covenants not to compete,
Estimated amortization expense for future years:(in thousands)
Remaining Fiscal 2021$3,293 
Fiscal 20226,585 
Fiscal 20236,585 
Fiscal 20246,585 
Fiscal 20256,585 
Thereafter21,129 
Total amortization expense$50,762 
    

Goodwill

The changes in the carrying amount of goodwill as of March 31, 2021 are as follows:
(in thousands)
RefTotal
Balance at September 30, 2019$52,758 
Preliminary increase from IBA acquisition14,386 
Balance at September 30, 202067,144 
Preliminary adjustment from IBA acquisition(a)(1,694)
Balance at December 31, 202065,450 
Final adjustment from IBA acquisition(a)193 
Balance at March 31, 2021$65,643 

Ref (a): The adjustments were determined based on third party valuation.


Accounts payable, accrued expenses, and other current liabilities
(in thousands)
March 31,September 30,
20212020
Accounts payable$15,891 $14,645 
Accrued benefits2,882 2,833 
Accrued bonus and incentive compensation1,492 2,340 
Accrued workers' compensation insurance6,512 5,529 
Other accrued expenses4,047 3,231 
Accounts payable, accrued expenses, and other current liabilities$30,824 $28,578 


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Debt obligations
(in thousands)
March 31,September 30,
20212020
Bank term loan$62,750 $70,000 
Less unamortized deferred financing costs(2,427)(2,729)
Net bank debt obligations60,323 67,271 
Less current portion of bank debt obligations, net of deferred financing costs(3,124)(6,727)
Long-term portion of bank debt obligations, net of deferred financing costs$57,199 $60,544 
    
Interest expense
Three Months EndedSix Months Ended
 March 31,March 31,
(Amounts in thousands)Ref2021202020212020
Interest expense(a)$(801)$(742)$(1,671)$(1,593)
Amortization of deferred financing costs(b)(203)(164)(413)(374)
Other income (expense), net(c)   121 
Interest expense, net$(1,004)$(906)$(2,084)$(1,846)

Ref (a): Interest expense on borrowing
Ref (b): Amortization of expenses related to term loan and revolving line of credit
Ref (c): Gain on lease modification due to a lease amendment


8. Credit Facilities

A summary of this loan facility as of March 31, 2021, is as follows:
($ in Millions)
As of March 31, 2021
LenderArrangementLoan BalanceInterestMaturity Date
First National Bank of Pennsylvania ("FNB")Secured term loan (a)$62.8 
LIBOR* + 3.5%
09/30/2025
First National Bank of Pennsylvania ("FNB")Secured revolving line of credit (b)$ 
LIBOR* + 3.5%
09/30/2025

*LIBOR rate as of March 31, 2021 was 0.12%. As of March 31, 2021, our LIBOR rate is subject to a minimum floor of 0.5%.
(a) Represents the principal amounts payable on our term loan, which is secured by liens on substantially all of the assets of the Company. The principal of the term loan is payable in quarterly installments with the remaining balance due on September 30, 2025.

The Credit Agreement requires compliance with a number of financial covenants and contains restrictions on our ability to engage in certain transactions. Among other matters, we must comply with limitations on the following: granting liens; incurring other indebtedness; maintenance of assets; investments in other entities and extensions of credit; mergers and consolidations; and changes in nature of business. The loan agreement also requires us to comply with certain quarterly financial covenants including: (i) a minimum fixed charge coverage ratio of at least 1.25 to 1.00, and (ii) a Funded Indebtedness to Adjusted EBITDA ratio not exceeding the ratio of 3.75:1.0 to 2.75:1.0 through maturity. Adjusted EBITDA ratio is calculated by dividing the Company's total interest-bearing debt by net income adjusted to exclude (i) interest and other expenses, (ii) provision for or benefit from income taxes, if any, (iii) depreciation and amortization, and (iv) non-recurring charges, losses or expenses to include transaction and non-cash
16



equity expense. The term loan has an interest rate spread range from 2.5% to 4.5% depending on the funded indebtedness to adjusted EBITDA ratio. We are in compliance with all loan covenants and restrictions.

We are required to pay quarterly amortization payments, which commenced in December 2020 through September 2025. The annual amortization amounts are $7.0 million for fiscal years 2021 and 2022 and $8.75 million each for fiscal years 2023 - 2025. The quarterly payments are equal installments. The Company made voluntary prepayments of term debt of $3.8 million during the quarter ended March 31, 2021, which satisfies mandatory principal amortization until December 31, 2021.

In addition to quarterly payments of the outstanding indebtedness, the loan agreement also requires annual payments of a percentage of excess cash flow, as defined in the loan agreement. The loan agreement states that an excess cash flow recapture payment must be made equal to (a) 75% of the excess cash flow for the immediately preceding fiscal year in which indebtedness to consolidated EBITDA ratio is greater than or equal to 2.50:1.0; (b) 50% of the excess cash flow for the immediately preceding fiscal year in which the funded indebtedness to consolidated EBITDA Ratio is less than 2.50:1.0 but greater than or equal to 1.5:1.0; or (c) 0% of the excess cash flow for the immediately preceding fiscal year in which the funded indebtedness to consolidated EBITDA Ratio is less than 1.5:1.0. In addition, the Company must make additional mandatory prepayment of amounts outstanding based on proceeds received from asset sales and sales of certain equity securities or other indebtedness. For additional information regarding the schedule of future payment obligations, please refer to Note 11, Commitments and Contingencies.

On September 30, 2019, we executed a floating-to-fixed interest rate swap with First National Bank ("FNB") as counter party. The notional amount in the floating-to-fixed interest rate swap for the current fiscal year is $28.8 million and matures in 2024. The notional amount was $36 million in the prior fiscal year. The remaining outstanding balance of our term loan is subject to interest rate fluctuations. On the notional amount, the Company pays a base fixed rate of 1.61%, plus applicable credit spread. As a result, for the six months ended March 31, 2021, interest expense has been increased by $0.2 million.

(b) The secured revolving line of credit has a ceiling of up to $25.0 million. Borrowing on the line of credit is secured by liens on substantially all of the assets of the Company. The Company accessed funds from the revolving credit facility during the quarter, but has no outstanding balance at March 31, 2021.
The Company's total borrowing availability, based on eligible accounts receivables at March 31, 2021, was $25.0 million. As part of the revolving credit facility, the lenders agreed to a sublimit of $5 million for letters of credit for the account of the Company, subject to applicable procedures.

The revolving line of credit has a maturity date of September 30, 2025 and is subject to loan covenants as described above. The Company is fully compliant with those covenants.

9. Stock-based Compensation and Equity Grants

Stock-based compensation expense
 
Options issued under equity incentive plans were designated as either incentive stock or non-statutory stock options. No option is granted with a term of more than 10 years from the date of grant. Exercisability of option awards may depend on achievement of certain performance measures determined by the Compensation Committee of our Board. Shares issued upon option exercise are newly issued shares. As of March 31, 2021, there were 2.0 million shares available for grant.

Stock-based compensation expense, shown in the table below, is recorded in general and administrative expenses included in our Consolidated Statements of Operations:
Three Months EndedSix Months Ended
 RefMarch 31,March 31,
(Amounts in thousands)2021202020212020
DLH employees(a)$270 $95 $612 $211 
Non-employee directors(b)116 87 232 173 
Total stock option expense$386 $182 $844 $384 
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Ref (a): Equity grants of restricted stock units were made in accordance with the DLH long-term incentive compensation policy for Named Executive Officers ("NEO") and totaled 147,431 restricted stock units issued and outstanding at March 31, 2021.

Ref (b): Equity grants of restricted stock units were made in accordance with DLH compensation policy for non-employee directors and totaled 63,177 restricted stock units issued and outstanding at March 31, 2021.

Unrecognized stock-based compensation expense (in thousands)
 March 31,
 Ref2021
Unrecognized expense for DLH employees(a)$3,888 
Unrecognized expense for non-employee directors234 
Total unrecognized expense$4,122 

Ref (a): The remaining compensation expense is recognized as the requisite service is rendered. The compensation expense for that portion of awards has been based on the grant-date fair value of those awards as calculated for recognition purposes under applicable guidance. For options that vest based on the Company's common stock achieving and maintaining defined market prices, the Company values the awards with a Monte Carlo binomial model that utilizes various probability factors and other criterion in establishing fair value of the grant. The related compensation expense is recognized over the derived service period determined in the valuation. On a weighted average basis, this expense is expected to be recognized within the next 4.39 years.

Stock option activity for the six months ended March 31, 2021

The aggregate intrinsic value in the table below represents the total pretax intrinsic value (i.e., the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, times the number of shares) that would have been received by the option holders had all option holders exercised their in the money options on those dates. This amount will change based on the fair market value of the Company’s stock.
(in years)
Weighted
WeightedAverage(in thousands)
(in thousands)AverageRemainingAggregate
Number ofExerciseContractualIntrinsic
SharesPriceTermValue
Options outstanding, September 30, 20202,129 $6.14 7.4$