DLHC 8-K
DLH Holdings Corp. (DLHC)
8-K
2025-08-06
For: 2025-08-06
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Added on
April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 6, 2025
(Exact name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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 class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||
| Capital Market | |||||||||||
CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE FOLLOWING PROVISIONS: | ||
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 2.02 | Results of Operations and Financial Condition | ||||||||||
On August 6, 2025, DLH Holdings Corp. announced by press release its financial results for its fiscal quarter ended June 30, 2025. 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 9.01 | Financial Statements and Exhibits | ||||||||||
| (d) Exhibits | |||||||||||
| The following exhibit is attached to this Current Report on Form 8-K: | |||||||||||
Exhibit Number | Exhibit Title or Description | ||||||||||
Press Release dated August 6, 2025 | |||||||||||
| 104 | Cover 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: August 6, 2025 | ||||||||
DLH Reports Fiscal 2025 Third Quarter Results
Robust Q3 Cash Flow Fuels Accelerated Debt Reduction; Strong Management of Operating Expenses Assures Margin Delivery
Atlanta, Georgia – August 6, 2025 - 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 third quarter ended June 30, 2025.
Third Quarter Highlights
•Third quarter revenue was $83.3 million in fiscal 2025 versus $100.7 million in fiscal 2024, primarily reflecting small business conversions and program timing, partially offset by contributions from new contract awards.
•Earnings were $0.3 million, or $0.02 per diluted share, for the third quarter of fiscal 2025 versus $1.1 million, or $0.08 per diluted share, for the third quarter of fiscal 2024. As a percentage of revenue, earnings for each quarter were 0.4% and 1.1% respectively.
•Earnings before interest, taxes, depreciation and amortization ("EBITDA") were $8.1 million for the third quarter of fiscal 2025 as compared to $10.0 million for the third quarter of fiscal 2024, representing 9.7% and 10.0% of each respective quarter's revenue
•Total debt was $142.3 million as of June 30, 2025 versus $154.6 million as of September 30, 2024 and $151.7 million as of March 31, 2025, reflecting $9.4 million of debt reduction during the fiscal third quarter.
•Contract backlog was $555.3 million as of June 30, 2025 versus $690.3 million as of September 30, 2024.
Management Discussion
"In the third quarter, we effectively navigated changes in the competitive landscape and transition in the industry overall, preserving margin delivery and strong operating cash flow," said Zach Parker, DLH President and Chief Executive Officer. "Despite industry headwinds experienced during this fiscal year, we expect a return to robust bid activity and anticipated funding across our key service delivery areas—from cybersecurity to digital transformation and public health initiatives—for fiscal 2026 and beyond. Our advanced applications and highly skilled team deliver cost-effective, value-added solutions that we expect will be in high demand.
"With initial Administration spending priorities communicated for next fiscal year, we believe DLH is well-positioned for growth in the medium and long term. This is thanks to increased defense spending, a strong focus on integrating advanced technologies, and a continued emphasis on addressing critical public health issues. We have strategically prepared DLH to seize new opportunities to support our customers' missions through efficient, forward-thinking solutions. As we approach fiscal 2026, we are excited about the opportunities ahead and remain deeply committed to delivering exceptional value to our clients."
Results for the Three Months Ended June 30, 2025
Revenue for the third quarter of fiscal 2025 was $83.3 million versus $100.7 million in fiscal 2024, primarily reflecting the impact of small business set-aside transitions, as previously reported. This includes, year-over-year, lower revenue of approximately $8.5 million related to transitioned CMOP locations, $3.2 million from the unbundling of DoD contracts, and $2.2 million from scope reductions due to the federal government's efficiency initiatives. The remaining change in revenue volume was primarily due to service delivery timing on key contracts.
Income from operations was $3.8 million versus $5.8 million in the fiscal 2024 third quarter and, as a percentage of revenue, the Company reported an operating margin of 4.5% in fiscal 2025 versus 5.7% in the prior-year period. General and administrative expenses declined $1.1 million year-over-year, from $9.0 million in fiscal 2024 to $7.9 million in fiscal 2025 which, as a percentage of revenue, was 9.0% and 9.4%, respectively. The decrease in general and administrative expenses reflects strong management of operating expenses as the business base transitions, while protecting our investment in new business development initiatives.
Interest expense was $3.5 million in the fiscal third quarter of 2025 versus $4.1 million in the prior-year period, reflecting the impact of lower debt outstanding. Income before income taxes was $0.2 million for the third quarter this year versus $1.6 million in fiscal 2024, representing 0.3% and 1.6% of revenue, respectively, for each period.
For the three months ended June 30, 2025 and 2024, DLH recorded a $(0.1) million and $0.5 million benefit and provision for income tax expense, respectively. The Company reported net income of approximately $0.3 million, or $0.02 per diluted share, for the third quarter of fiscal 2025 versus $1.1 million, or $0.08 per diluted share, for the third quarter of fiscal 2024. As a percentage of revenue for fiscal 2025 and 2024, net income was 0.4% and 1.1%, respectively.
On a non-GAAP basis, EBITDA for the three months ended June 30, 2025 was approximately $8.1 million versus $10.0 million in the prior-year period, or 9.7% and 10.0% of revenue, respectively.
Key Financial Indicators
As of June 30, 2025, the Company had cash of $0.2 million and debt outstanding under its credit facilities of $142.3 million versus cash of $0.3 million and debt outstanding of $154.6 million as of September 30, 2024. DLH delivered a sequential $9.4 million decrease in debt from the second quarter, reflecting improved working capital conditions. The Company continues to anticipate that it will convert 50-55% of EBITDA to debt reduction over the course of the fiscal year. As of the end of the third quarter, DLH has satisfied all mandatory term amortization payments through June 30, 2026 and remains in compliance with its financial covenants.
As of June 30, 2025, total backlog was approximately $555.3 million including funded backlog of approximately $92.3 million and unfunded backlog of $463.0 million.
Conference Call and Webcast Details
DLH management will discuss third quarter results and provide a general business update, including current competitive conditions and strategies, during a conference call beginning at 10:00 AM Eastern Time tomorrow, August 7, 2025. 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 #1191990.
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 2,400 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, 2024 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: [email protected] | ||
TABLES TO FOLLOW
DLH HOLDINGS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Revenue | $ | 83,343 | $ | 100,694 | $ | 263,337 | $ | 299,551 | ||||||||||||||||||
| Cost of operations: | ||||||||||||||||||||||||||
| Contract costs | 67,420 | 81,646 | 211,012 | 239,839 | ||||||||||||||||||||||
| General and administrative costs | 7,860 | 9,013 | 24,939 | 28,420 | ||||||||||||||||||||||
| Depreciation and amortization | 4,308 | 4,272 | 12,880 | 12,769 | ||||||||||||||||||||||
| Total operating costs | 79,588 | 94,931 | 248,831 | 281,028 | ||||||||||||||||||||||
| Income from operations | 3,755 | 5,763 | 14,506 | 18,523 | ||||||||||||||||||||||
Interest expense | 3,540 | 4,143 | 11,549 | 12,991 | ||||||||||||||||||||||
Income before provision for income tax | 215 | 1,620 | 2,957 | 5,532 | ||||||||||||||||||||||
Provision for income tax (benefit) expense | (74) | 481 | 676 | 430 | ||||||||||||||||||||||
| Net income | $ | 289 | $ | 1,139 | $ | 2,281 | $ | 5,102 | ||||||||||||||||||
Net income per share - basic | $ | 0.02 | $ | 0.08 | $ | 0.16 | $ | 0.36 | ||||||||||||||||||
Net income per share - diluted | $ | 0.02 | $ | 0.08 | $ | 0.16 | $ | 0.35 | ||||||||||||||||||
| Weighted average common stock outstanding | ||||||||||||||||||||||||||
| Basic | 14,386 | 14,232 | 14,386 | 14,156 | ||||||||||||||||||||||
| Diluted | 14,450 | 14,704 | 14,458 | 14,716 | ||||||||||||||||||||||
3
DLH HOLDINGS CORP.
CONSOLIDATED BALANCE SHEETS
(in thousands, except par value of shares)
| June 30, 2025 | September 30, 2024 | |||||||||||||
| (unaudited) | ||||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash | $ | 194 | $ | 342 | ||||||||||
| Accounts receivable | 44,916 | 49,849 | ||||||||||||
| Other current assets | 4,477 | 2,766 | ||||||||||||
| Total current assets | 49,587 | 52,957 | ||||||||||||
| Goodwill | 138,161 | 138,161 | ||||||||||||
| Intangible assets, net | 95,979 | 108,321 | ||||||||||||
| Operating lease right-of-use assets | 9,259 | 6,681 | ||||||||||||
Deferred income taxes, net | 4,808 | 6,245 | ||||||||||||
| Equipment and improvements, net | 1,432 | 1,830 | ||||||||||||
| Other long-term assets | 115 | 186 | ||||||||||||
| Total assets | $ | 299,341 | $ | 314,381 | ||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable and accrued liabilities | $ | 13,676 | $ | 25,290 | ||||||||||
| Debt obligations - current, net of deferred financing costs | 14,039 | 12,058 | ||||||||||||
| Accrued payroll | 15,022 | 12,848 | ||||||||||||
| Operating lease liabilities - current | 2,711 | 2,652 | ||||||||||||
| Other current liabilities | 375 | 394 | ||||||||||||
| Total current liabilities | 45,823 | 53,242 | ||||||||||||
| Long-term liabilities: | ||||||||||||||
| Debt obligations - long-term, net of deferred financing costs | 124,309 | 137,316 | ||||||||||||
| Operating lease liabilities - long-term | 14,829 | 12,789 | ||||||||||||
| Other long-term liabilities | 682 | 902 | ||||||||||||
| Total long-term liabilities | 139,820 | 151,007 | ||||||||||||
| Total liabilities | 185,643 | 204,249 | ||||||||||||
| Shareholders' equity: | ||||||||||||||
Common stock, $0.001 par value; 40,000 shares authorized; 14,386 and 14,386 shares issued and outstanding at June 30, 2025 and September 30, 2024, respectively | 14 | 14 | ||||||||||||
| Additional paid-in capital | 101,555 | 100,270 | ||||||||||||
Retained earnings | 12,129 | 9,848 | ||||||||||||
| Total shareholders’ equity | 113,698 | 110,132 | ||||||||||||
| Total liabilities and shareholders' equity | $ | 299,341 | $ | 314,381 | ||||||||||
DLH HOLDINGS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
| Nine Months Ended | ||||||||||||||
| June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Operating activities | ||||||||||||||
| Net income | $ | 2,281 | $ | 5,102 | ||||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | 12,880 | 12,769 | ||||||||||||
| Amortization of deferred financing costs charged to interest expense | 1,309 | 1,437 | ||||||||||||
| Stock-based compensation expense | 1,284 | 2,290 | ||||||||||||
Deferred income taxes, net | 1,437 | (311) | ||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Accounts receivable | 4,933 | 778 | ||||||||||||
| Other assets | (4,216) | 2,484 | ||||||||||||
| Accounts payable and accrued liabilities | (11,614) | (6,515) | ||||||||||||
| Accrued payroll | 2,175 | 437 | ||||||||||||
| Other liabilities | 2,067 | (3,540) | ||||||||||||
Net cash provided by operating activities | 12,536 | 14,931 | ||||||||||||
| Investing activities | ||||||||||||||
| Purchase of equipment and improvements | (213) | (627) | ||||||||||||
Net cash used in investing activities | (213) | (627) | ||||||||||||
| Financing activities | ||||||||||||||
| Proceeds from revolving line of credit | 172,056 | 257,067 | ||||||||||||
| Repayment of revolving line of credit | (170,075) | (252,123) | ||||||||||||
| Repayments of debt obligations | (14,250) | (17,813) | ||||||||||||
| Payments of deferred financing costs | (202) | — | ||||||||||||
| Proceeds from issuance of common stock upon exercise of options and warrants | — | 261 | ||||||||||||
| Payment of tax obligations resulting from net exercise of stock options | — | (1,488) | ||||||||||||
Net cash used in financing activities | (12,471) | (14,096) | ||||||||||||
| Net change in cash | (148) | 208 | ||||||||||||
| Cash - beginning of period | 342 | 215 | ||||||||||||
| Cash - end of period | $ | 194 | $ | 423 | ||||||||||
| Supplemental disclosure of cash flow information | ||||||||||||||
| Cash paid during the period for interest | $ | 10,415 | $ | 11,656 | ||||||||||
| Cash paid during the period for income taxes | $ | 563 | $ | 2,280 | ||||||||||
| Supplemental disclosure of non-cash activity | ||||||||||||||
| Common stock surrendered for the exercise of stock options | $ | — | $ | 2,432 | ||||||||||
| Lease liability recognized to acquire a right-of-use asset | $ | 4,187 | $ | — | ||||||||||
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) depreciation and amortization, (ii) interest expense, net and (iii) provision for income tax (benefit) expense. 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 (in thousands):
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | Change | |||||||||||||||||||||||||||||||||
Net income | $ | 289 | $ | 1,139 | $ | (850) | $ | 2,281 | $ | 5,102 | $ | (2,821) | ||||||||||||||||||||||||||
(i) Depreciation and amortization | 4,308 | 4,272 | 36 | 12,880 | 12,769 | 111 | ||||||||||||||||||||||||||||||||
(ii) Interest expense, net | 3,540 | 4,143 | (603) | 11,549 | 12,991 | (1,442) | ||||||||||||||||||||||||||||||||
| (iii) Provision for income tax (benefit) expense | (74) | 481 | (555) | 676 | 430 | 246 | ||||||||||||||||||||||||||||||||
| EBITDA | $ | 8,063 | $ | 10,035 | $ | (1,972) | $ | 27,386 | $ | 31,292 | $ | (3,906) | ||||||||||||||||||||||||||
Net income as a % of revenue | 0.4 | % | 1.1 | % | (0.7) | % | 0.9 | % | 1.7 | % | (0.8) | % | ||||||||||||||||||||||||||
EBITDA as a % of revenue | 9.7 | % | 10.0 | % | (0.3) | % | 10.4 | % | 10.4 | % | — | % | ||||||||||||||||||||||||||
| Revenue | $ | 83,343 | $ | 100,694 | $ | (17,351) | $ | 263,337 | $ | 299,551 | $ | (36,214) | ||||||||||||||||||||||||||