Cover
Cover - shares | 3 Months Ended | |
Dec. 31, 2021 | Jan. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 0-18492 | |
Entity Registrant Name | DLH HOLDINGS CORP. | |
Entity Incorporation, State or Country Code | NJ | |
Entity Tax Identification Number | 22-1899798 | |
Entity Address, Address Line One | 3565 Piedmont Road, | |
Entity Address, Address Line Two | Building 3, | |
Entity Address, Address Line Three | Suite 700 | |
Entity Address, City or Town | Atlanta, | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30305 | |
City Area Code | 770 | |
Local Phone Number | 554-3545 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | DLHC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 12,767,888 | |
Entity Central Index Key | 0000785557 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --09-30 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 152,801 | $ 57,852 |
Contract costs | 132,686 | 46,005 |
General and administrative costs | 6,911 | 6,150 |
Depreciation and amortization | 1,985 | 2,062 |
Total operating costs | 141,582 | 54,217 |
Income from operations | 11,219 | 3,635 |
Interest expense, net | 672 | 1,080 |
Income before income taxes | 10,547 | 2,555 |
Income tax expense | 2,743 | 741 |
Net income | $ 7,804 | $ 1,814 |
Net income per share - basic (in dollars per share) | $ 0.61 | $ 0.15 |
Net income per share - diluted (in dollars per share) | $ 0.55 | $ 0.13 |
Weighted average common stock outstanding | ||
Basic (in shares) | 12,749 | 12,498 |
Diluted (in shares) | 14,295 | 13,445 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 4,221 | $ 24,051 |
Accounts receivable | 46,843 | 33,447 |
Other current assets | 4,897 | 4,265 |
Total current assets | 55,961 | 61,763 |
Equipment and improvements, net | 1,573 | 1,912 |
Operating lease right-of-use-assets | 18,562 | 19,919 |
Goodwill | 65,643 | 65,643 |
Intangible assets, net | 45,823 | 47,469 |
Other long-term assets | 431 | 464 |
Total assets | 187,993 | 197,170 |
Current liabilities: | ||
Operating lease liabilities - current | 2,192 | 2,261 |
Accrued payroll | 10,976 | 9,125 |
Deferred revenue | 10,148 | 22,273 |
Accounts payable, accrued expenses, and other current liabilities | 30,383 | 32,717 |
Total current liabilities | 53,699 | 66,376 |
Deferred taxes, net | 1,176 | 1,176 |
Operating lease liabilities - long-term | 18,127 | 19,374 |
Debt obligations - long-term, net of deferred financing costs | 40,879 | 44,636 |
Total long-term liabilities | 60,182 | 65,186 |
Total liabilities | 113,881 | 131,562 |
SHAREHOLDERS’ EQUITY | ||
Common stock, $0.001 par value; authorized 40,000 shares; issued and outstanding 12,768 and 12,714 at December 31, 2021 and September 30, 2021, respectively | 13 | 13 |
Additional paid-in capital | 88,593 | 87,893 |
Accumulated deficit | (14,494) | (22,298) |
Total shareholders’ equity | 74,112 | 65,608 |
Total liabilities and shareholders' equity | $ 187,993 | $ 197,170 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Sep. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 40,000,000 | 40,000,000 |
Common stock, issued (in shares) | 12,768,000 | 12,714,000 |
Common stock, outstanding (in shares) | 12,768,000 | 12,714,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | ||
Net income | $ 7,804 | $ 1,814 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 1,985 | 2,062 |
Amortization of deferred financing costs charged to interest expense | 151 | 210 |
Stock-based compensation expense | 500 | 458 |
Deferred taxes, net | 0 | 626 |
Changes in operating assets and liabilities | ||
Accounts receivable | (13,396) | (12,344) |
Other current assets | (632) | 284 |
Accrued payroll | 1,851 | (538) |
Deferred revenue | (12,125) | 0 |
Accounts payable, accrued expenses, and other current liabilities | (2,335) | (1,185) |
Other long-term assets and liabilities | 42 | 95 |
Net cash used in operating activities | (16,155) | (8,518) |
Investing activities | ||
Purchase of equipment and improvements | 0 | (53) |
Net cash used in investing activities | 0 | (53) |
Financing activities | ||
Proceeds from debt obligations | 6,000 | 9,150 |
Repayment of debt obligations | (9,875) | (1,750) |
Payment of deferred financing costs | 0 | (41) |
Proceeds from issuance of common stock upon exercise of options and warrants | 200 | 225 |
Net cash provided by (used in) financing activities | (3,675) | 7,584 |
Net change in cash and cash equivalents | (19,830) | (987) |
Cash and cash equivalents at beginning of period | 24,051 | 1,357 |
Cash and cash equivalents at end of period | 4,221 | 370 |
Supplemental disclosure of cash flow information | ||
Cash paid during the period for interest | $ 513 | $ 852 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning Balance (in shares) at Sep. 30, 2020 | 12,404 | |||
Beginning Balance at Sep. 30, 2020 | $ 53,437 | $ 12 | $ 85,868 | $ (32,443) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Expense related to director restricted stock unit (in shares) | 78 | |||
Expense related to director restricted stock unit | 116 | 116 | ||
Expense related to employee stock-based compensation | 342 | 342 | ||
Exercise of stock options (in shares) | 62 | |||
Exercise of stock options | 226 | $ 1 | 225 | |
Net income | 1,814 | 1,814 | ||
Ending Balance (in shares) at Dec. 31, 2020 | 12,544 | |||
Ending Balance at Dec. 31, 2020 | $ 55,935 | $ 13 | 86,551 | (30,629) |
Beginning Balance (in shares) at Sep. 30, 2021 | 12,714 | 12,714 | ||
Beginning Balance at Sep. 30, 2021 | $ 65,608 | $ 13 | 87,893 | (22,298) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Expense related to director restricted stock unit | 162 | 162 | ||
Expense related to employee stock-based compensation | 338 | 338 | ||
Exercise of stock warrants (in shares) | 54 | |||
Exercise of stock warrants | 200 | 200 | ||
Net income | $ 7,804 | 7,804 | ||
Ending Balance (in shares) at Dec. 31, 2021 | 12,768 | 12,768 | ||
Ending Balance at Dec. 31, 2021 | $ 74,112 | $ 13 | $ 88,593 | $ (14,494) |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of DLH Holdings Corp. and its wholly-owned subsidiaries (together with its subsidiaries, "DLH" or the "Company" and also referred to as "we," "us" and "our"). 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 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 December 31, 2021 are not necessarily indicative of the results that may be expected for the year ending September 30, 2022. Amounts as of and for the periods ended December 31, 2021 and December 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, 2021 filed with the Securities and Exchange Commission on December 6, 2021. |
Business Overview
Business Overview | 3 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Overview | 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 2,300 skilled employees workin g 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. A major customer is defined as a customer from whom we derive at least 10% of our revenues. Our largest customers are the Department of Veteran Affairs ("VA"), the Department of Health and Human Services ("HHS"), and the Department of Homeland Security ("DHS"). Our contracts with the state of Alaska were task orders awarded under our Federal Emergency Management Agency ("FEMA") contract vehicle within DHS. The following table summarizes the revenues by customer for the three months ended December 31, 2021 and 2020, respectively: Three Months Ended December 31, 2021 2020 (in thousands) Revenue Percent of total revenue Revenue Percent of total revenue Department of Homeland Security $ 91,328 59.8 % $ 172 0.3 % Department of Veterans Affairs 28,193 18.5 % 27,642 47.8 % Department of Health and Human Services 23,126 15.1 % 20,163 34.9 % Department of Defense 8,495 5.6 % 6,980 12.0 % Other customers with less than 10% share of total revenue 1,659 1.0 % 2,895 5.0 % Total Revenue $ 152,801 100.0 % $ 57,852 100.0 % |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | 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. 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 earnings per share ("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, and December 15, 2023 for all other entities. Early adoption is permitted for fiscal years beginning after December 15, 2020. At the beginning of fiscal year 2022, the Company adopted the applicable amendments which did not have a material impact on the consolidated financial statements and related disclosures. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 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 face 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. 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, 2021, we performed a goodwill impairment evaluation on the year-end carrying value of approximately $65.6 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, 2021. For the three months ended December 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 asset and 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 December 31, 2021 or September 30, 2021. We report interest and penalties as a component of income tax expense. During the three months ended December 31, 2021 and December 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 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 of $4.2 million and $24.1 million at December 31, 2021 and September 30, 2021, respectively, 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 December 31, 2021 and September 30, 2021, the Company did not hold any treasury stock. 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 December 31, 2021 and September 30, 2021, the Company had 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 Company, primarily through the introduction of additional regulations and restrictions. 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, we expect that impact to be largely mitigated by the nature of our work and our ability to modify performance to accommodate those restrictions. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 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 cost-based input and time-based output methods 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. For firm-fixed-price contracts, the consideration received for our performance is set at a predetermined price. Revenue for our firm-fixed-price contracts is recognized over time using a straight-line measure of progress or using the percentage-of-completion method whereby progress toward completion is based on a comparison of actual costs incurred to total estimated costs to be incurred over the contract term. 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. Contract liabilities - Amounts are a result of billings in excess of costs incurred. The following table summarizes the contract balances recognized on the Company's consolidated balance sheets (in thousands): December 31, September 30, Ref 2021 2021 Contract assets $ 8,675 $ 7,307 Contract liabilities (a) $ 10,348 $ 22,473 Ref (a): Contract liabilities are primarily due to contract start up funding provided under a contract awarded at the end of fiscal year 2021. 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 Ended December 31, 2021 2020 Department of Homeland Security $ 91,328 $ 172 Department of Veterans Affairs 28,193 27,642 Department of Health and Human Services 23,126 20,163 Department of Defense 8,495 6,980 Other 1,659 2,895 Total Revenue $ 152,801 $ 57,852 Revenue by contract type (in thousands): Three Months Ended December 31, 2021 2020 Time and Materials $ 132,540 $ 44,194 Cost Reimbursable 10,110 11,721 Firm Fixed Price 10,151 1,937 Total Revenue $ 152,801 $ 57,852 Revenue by whether the Company acts as a prime contractor or a subcontractor (in thousands): Three Months Ended December 31, 2021 2020 Prime Contractor $ 146,107 $ 51,764 Subcontractor 6,694 6,088 Total Revenue $ 152,801 $ 57,852 |
Leases
Leases | 3 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 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 December 31, 2021, operating leases for facilities and equipment have remaining lease terms of 0.9 to 9.3 years. The following table summarizes lease balances in our consolidated balance sheets at December 31, 2021 and September 30, 2021 (in thousands): December 31, September 30, 2021 2021 Operating lease right-of-use assets $ 18,562 $ 19,919 Operating lease liabilities, current $ 2,192 $ 2,261 Operating lease liabilities - long-term 18,127 19,374 Total operating lease liabilities $ 20,319 $ 21,635 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 term is 5 years and expires in June 2025. The sublease includes two additional 1-year term extension options. For the three months ended December 31, 2021 and 2020, total lease costs for our operating leases are as follows (in thousands): Three Months Ended December 31, 2021 2020 Operating $ 952 $ 970 Short-term 27 29 Variable 18 5 Sublease income (69) (95) Total lease costs $ 928 $ 909 The Company's future minimum lease payments as of December 31, 2021 are as follows: For the Fiscal Year Ending September 30, (in thousands) 2022 (remaining) $ 2,505 2023 3,299 2024 3,156 2025 2,995 2026 3,092 Thereafter 11,000 Total future lease payments 26,047 Less: imputed interest (5,728) Present value of future minimum lease payments 20,319 Less: current portion of operating lease liabilities (2,192) Long-term operating lease liabilities $ 18,127 At December 31, 2021, the weighted-average remaining lease term and weighted-average discount rate are 8.1 years and 6%, respectively. The calculation of the weighted-average discount rate was determined based on borrowing terms from our senior credit facility. Other information related to our leases is as follows (in thousands): Three Months Ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities $ 905 $ 881 |
Supporting Financial Informatio
Supporting Financial Information | 3 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supporting Financial Information | Supporting Financial Information Accounts receivable (in thousands) December 31, September 30, Ref 2021 2021 Billed receivables $ 38,168 $ 26,140 Contract assets 8,675 7,307 Total accounts receivable 46,843 33,447 Less: Allowance for doubtful accounts (a) — — Accounts receivable, net $ 46,843 $ 33,447 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 December 31, 2021 or September 30, 2021. Other current assets (in thousands) December 31, September 30, 2021 2021 Prepaid insurance and benefits $ 416 $ 655 Other receivables 999 995 Other prepaid expenses 3,482 2,615 Other current assets $ 4,897 $ 4,265 Equipment and improvements, net (in thousands) December 31, September 30, Ref 2021 2021 Furniture and equipment $ 958 $ 958 Computer equipment 1,262 1,262 Computer software 4,353 4,353 Leasehold improvements 1,595 1,595 Total equipment and improvements 8,168 8,168 Less accumulated depreciation and amortization (a) (6,595) (6,256) Equipment and improvements, net $ 1,573 $ 1,912 Ref (a): Depreciation expense was $0.3 million and $0.4 million for the three months ended December 31, 2021 and 2020, respectively. Intangible assets (in thousands) December 31, September 30, Ref 2021 2021 Intangible assets (a) Customer contracts and related customer relationships $ 62,281 $ 62,281 Covenants not to compete 522 522 Trade name 3,051 3,051 Total intangible assets 65,854 65,854 Less accumulated amortization Customer contracts and related customer relationships (18,935) (17,378) Covenants not to compete (277) (264) Trade name (819) (743) Total accumulated amortization (20,031) (18,385) Intangible assets, net $ 45,823 $ 47,469 Ref (a): Intangible assets (other than goodwill) are subject to amortization. These intangible assets 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 for the three months ended December 31, 2021 and 2020. Estimated amortization expense for the following fiscal years: (in thousands) 2022 (remaining) $ 4,939 2023 6,585 2024 6,585 2025 6,585 2026 5,851 Thereafter 15,278 Total amortization expense $ 45,823 Accounts payable, accrued expenses, and other current liabilities (in thousands) December 31, September 30, 2021 2021 Accounts payable $ 14,198 $ 16,684 Accrued benefits 2,803 2,916 Accrued bonus and incentive compensation 1,200 2,381 Accrued workers' compensation insurance 5,885 7,014 Other accrued expenses 6,297 3,722 Accounts payable, accrued expenses, and other current liabilities $ 30,383 $ 32,717 Debt obligations (in thousands) December 31, September 30, 2021 2021 Bank term loan $ 42,875 $ 46,750 Less: unamortized deferred financing costs (1,996) (2,114) Long-term portion of bank debt obligations, net of deferred financing costs $ 40,879 $ 44,636 Interest expense Three Months Ended December 31, (in thousands) Ref 2021 2020 Interest expense (a) $ (521) $ (870) Amortization of deferred financing costs (b) (151) (210) Interest expense, net $ (672) $ (1,080) Ref (a): Interest expense on borrowing Ref (b): Amortization of expenses related to term loan and revolving line of credit |
Credit Facilities
Credit Facilities | 3 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Credit Facilities | Credit FacilitiesA summary of our loan facility as of December 31, 2021, is as follows: ($ in thousands) As of December 31, 2021 Lender Arrangement Loan Balance Interest Maturity Date First National Bank of Pennsylvania ("FNB") Secured term loan (a) $ 42,875 LIBOR* + 2.5% 09/30/2025 First National Bank of Pennsylvania ("FNB") Secured revolving line of credit (b) $ — LIBOR* + 2.5% 09/30/2025 *LIBOR rate as of December 31, 2021 was 0.10%. As of December 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 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. The annual amortization amounts are $7.0 million each for fiscal years 2021 and 2022, $8.75 million each for fiscal years 2023 through 2025, with the remaining unpaid loan balance due at maturity in September 2025. The quarterly payments are equal installments. The Company made voluntary prepayments of term debt of approximately $3.9 million during the quarter ended December 31, 2021 bringing the total amount paid on the secured term loan to $27.1 million. We have satisfied mandatory principal amortization through March 31, 2024. 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 as of December 31, 2021 is $22.8 million and matures in 2024. 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 three months ended December 31, 2021, interest expense has been increased by approximately $0.1 million. (b) The secured revolving line of credit has a ceiling of up to $25.0 million; as of December 31, 2021 we had unused borrowing capacity of $23.0 million, which is net of outstanding letters of credit. 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 had no outstanding balance at December 31, 2021. |
Stock-based Compensation and Eq
Stock-based Compensation and Equity Grants | 3 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation and Equity Grants | 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 December 31, 2021, there were 1.4 million options 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 Ended Ref December 31, (in thousands) 2021 2020 DLH employees (a) $ 338 $ 342 Non-employee directors (b) 162 116 Total stock option expense $ 500 $ 458 Ref (a): Included in this amount are equity grants of restricted stock units to Named Executive Officers ("NEO"), which were issued in accordance with the DLH long-term incentive compensation policy in this fiscal year, and stock option grants to NEO and non-NEO company employees. The restricted stock units totaled to 147,431 restricted stock units issued and outstanding at December 31, 2021. Ref (b): Equity grants of restricted stock units were made in accordance with DLH compensation policy for non-employee directors and a total of 53,510 restricted stock units issued and outstanding at December 31, 2021. Unrecognized stock-based compensation expense (in thousands) December 31, Ref 2021 Unrecognized expense for DLH employees (a) $ 5,592 Unrecognized expense for non-employee directors 486 Total unrecognized expense $ 6,078 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 4.27 years. Stock option activity for the three months ended December 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 Weighted Average (in thousands) (in thousands) Average Remaining Aggregate Number of Exercise Contractual Intrinsic Ref Shares Price Term Value Options outstanding, September 30, 2021 2,374 $ 5.60 5.6 $ 15,899 Granted (a) 250 $ 16.01 — $ — Options outstanding, December 31, 2021 2,624 $ 6.59 5.8 $ 37,059 Ref (a): The options granted in the first quarter of fiscal year 2022 occurred in the middle of the period and an amount of less than $0.1 million was accrued as stock compensation expense. Stock options shares outstanding, vested, and unvested for the periods ended (in thousands): Number of Shares December 31, September 30, Ref 2021 2021 Vested and exercisable (a) 2,374 1,662 Unvested (b) 250 712 Options outstanding 2,624 2,374 Ref (a): Weighted average exercise price of vested and exercisable shares was $5.60 and $3.91 at December 31, 2021 and September 30, 2021, respectively. Aggregate intrinsic value was approximately $35.9 million and $13.9 million at December 31, 2021 and September 30, 2021, respectively. Weighted average contractual term remaining was 5.4 years and 4.0 years at December 31, 2021 and September 30, 2021, respectively. Ref (b): Certain awards vest upon satisfaction of certain performance criteria. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share is calculated by dividing income available to common shareholders by the weighted average number of common shares 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. (In thousands) Three Months Ended December 31, 2021 2020 Numerator: Net income $ 7,804 $ 1,814 Denominator: Denominator for basic net income per share - weighted-average outstanding shares 12,749 12,498 Effect of dilutive securities: Stock options and restricted stock 1,546 947 Denominator for diluted net income per share - weighted-average outstanding shares 14,295 13,445 Net income per share - basic $ 0.61 $ 0.15 Net income per share - diluted $ 0.55 $ 0.13 |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contractual obligations as of December 31, 2021 (in thousands): Payments Due Per Fiscal Year (Remaining) Total 2022 2023 2024 2025 2026 Thereafter Debt obligations $ 42,875 $ — $ — $ 4,375 $ 38,500 $ — $ — Facility leases 25,850 2,443 3,216 3,104 2,995 3,092 11,000 Equipment operating leases 197 62 83 52 — — — Total Contractual Obligations $ 68,922 $ 2,505 $ 3,299 $ 7,531 $ 41,495 $ 3,092 $ 11,000 Worker's Compensation We accrue worker's compensation expense based on claims submitted, applying actuarial loss development factors to estimate the costs incurred but not yet recorded. Our accrued liability for claims development as of December 31, 2021 and September 30, 2021 was $5.9 million and $7.0 million, respectively. Legal Proceedings As a commercial enterprise and employer, the Company is subject to various claims and legal actions in the ordinary course of business. These matters can include professional liability, workers’ compensation, tax, payroll and employee-related matters, other commercial disputes arising in the course of its business, and inquiries and investigations by governmental agencies regarding our employment practices or other matters. The Company is not aware of any pending or threatened litigation that it believes is reasonably likely to have a material adverse effect on its results of operations, financial position, or cash flows. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsThe Company has determined that for the three months ended December 31, 2021 there were no significant related party transactions that have occurred which require disclosure through the date that these consolidated financial statements were issued. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | 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. 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 earnings per share ("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, and December 15, 2023 for all other entities. Early adoption is permitted for fiscal years beginning after December 15, 2020. At the beginning of fiscal year 2022, the Company adopted the applicable amendments which did not have a material impact on the consolidated financial statements and related disclosures. |
Use of Estimates | Use of Estimates |
Fair Value of Financial Instruments | 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 face 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 | 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. |
Leases | 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. We have leases for facilities and office equipment. Our lease liabilities are recognized as the present value of the future minimum lease payments |
Goodwill | GoodwillAt September 30, 2021, we performed a goodwill impairment evaluation on the year-end carrying value of approximately $65.6 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, 2021. For the three months ended December 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 | Income Taxes The Company accounts for income taxes in accordance with the asset and 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 |
Stock-based Equity Compensation | 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 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 | 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 of $4.2 million and $24.1 million at December 31, 2021 and September 30, 2021, respectively, 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 | Earnings Per ShareBasic 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 and Preferred Stock | Treasury StockThe 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.Preferred StockOur 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. |
Interest Rate Swap | 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. |
Revenue Recognition | 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 cost-based input and time-based output methods 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. For firm-fixed-price contracts, the consideration received for our performance is set at a predetermined price. Revenue for our firm-fixed-price contracts is recognized over time using a straight-line measure of progress or using the percentage-of-completion method whereby progress toward completion is based on a comparison of actual costs incurred to total estimated costs to be incurred over the contract term. 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. Contract liabilities - Amounts are a result of billings in excess of costs incurred. Disaggregation of revenue from contracts with customers |
Business Overview (Tables)
Business Overview (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedules of Revenues by Customer | The following table summarizes the revenues by customer for the three months ended December 31, 2021 and 2020, respectively: Three Months Ended December 31, 2021 2020 (in thousands) Revenue Percent of total revenue Revenue Percent of total revenue Department of Homeland Security $ 91,328 59.8 % $ 172 0.3 % Department of Veterans Affairs 28,193 18.5 % 27,642 47.8 % Department of Health and Human Services 23,126 15.1 % 20,163 34.9 % Department of Defense 8,495 5.6 % 6,980 12.0 % Other customers with less than 10% share of total revenue 1,659 1.0 % 2,895 5.0 % Total Revenue $ 152,801 100.0 % $ 57,852 100.0 % |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Balances Recognized on the Company's Consolidated Balance Sheets | The following table summarizes the contract balances recognized on the Company's consolidated balance sheets (in thousands): December 31, September 30, Ref 2021 2021 Contract assets $ 8,675 $ 7,307 Contract liabilities (a) $ 10,348 $ 22,473 Ref (a): Contract liabilities are primarily due to contract start up funding provided under a contract awarded at the end of fiscal year 2021. |
Schedule of Disaggregation of Revenue From Contracts with Customers | The following tables present our revenue disaggregated by these categories: Revenue by customer (in thousands): Three Months Ended December 31, 2021 2020 Department of Homeland Security $ 91,328 $ 172 Department of Veterans Affairs 28,193 27,642 Department of Health and Human Services 23,126 20,163 Department of Defense 8,495 6,980 Other 1,659 2,895 Total Revenue $ 152,801 $ 57,852 Revenue by contract type (in thousands): Three Months Ended December 31, 2021 2020 Time and Materials $ 132,540 $ 44,194 Cost Reimbursable 10,110 11,721 Firm Fixed Price 10,151 1,937 Total Revenue $ 152,801 $ 57,852 Revenue by whether the Company acts as a prime contractor or a subcontractor (in thousands): Three Months Ended December 31, 2021 2020 Prime Contractor $ 146,107 $ 51,764 Subcontractor 6,694 6,088 Total Revenue $ 152,801 $ 57,852 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Summarized Lease Balances in Consolidated Balance Sheet | The following table summarizes lease balances in our consolidated balance sheets at December 31, 2021 and September 30, 2021 (in thousands): December 31, September 30, 2021 2021 Operating lease right-of-use assets $ 18,562 $ 19,919 Operating lease liabilities, current $ 2,192 $ 2,261 Operating lease liabilities - long-term 18,127 19,374 Total operating lease liabilities $ 20,319 $ 21,635 |
Schedule of Lease Costs and Other Information Related to Leases | For the three months ended December 31, 2021 and 2020, total lease costs for our operating leases are as follows (in thousands): Three Months Ended December 31, 2021 2020 Operating $ 952 $ 970 Short-term 27 29 Variable 18 5 Sublease income (69) (95) Total lease costs $ 928 $ 909 Other information related to our leases is as follows (in thousands): Three Months Ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities $ 905 $ 881 |
Schedule of Company's Future Lease Payments | The Company's future minimum lease payments as of December 31, 2021 are as follows: For the Fiscal Year Ending September 30, (in thousands) 2022 (remaining) $ 2,505 2023 3,299 2024 3,156 2025 2,995 2026 3,092 Thereafter 11,000 Total future lease payments 26,047 Less: imputed interest (5,728) Present value of future minimum lease payments 20,319 Less: current portion of operating lease liabilities (2,192) Long-term operating lease liabilities $ 18,127 |
Supporting Financial Informat_2
Supporting Financial Information (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable (in thousands) December 31, September 30, Ref 2021 2021 Billed receivables $ 38,168 $ 26,140 Contract assets 8,675 7,307 Total accounts receivable 46,843 33,447 Less: Allowance for doubtful accounts (a) — — Accounts receivable, net $ 46,843 $ 33,447 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 December 31, 2021 or September 30, 2021. |
Schedule of Other Current Assets | Other current assets (in thousands) December 31, September 30, 2021 2021 Prepaid insurance and benefits $ 416 $ 655 Other receivables 999 995 Other prepaid expenses 3,482 2,615 Other current assets $ 4,897 $ 4,265 |
Schedule of Equipment and Improvements, Net | Equipment and improvements, net (in thousands) December 31, September 30, Ref 2021 2021 Furniture and equipment $ 958 $ 958 Computer equipment 1,262 1,262 Computer software 4,353 4,353 Leasehold improvements 1,595 1,595 Total equipment and improvements 8,168 8,168 Less accumulated depreciation and amortization (a) (6,595) (6,256) Equipment and improvements, net $ 1,573 $ 1,912 Ref (a): Depreciation expense was $0.3 million and $0.4 million for the three months ended December 31, 2021 and 2020, respectively. |
Schedule of Intangible Assets | Intangible assets (in thousands) December 31, September 30, Ref 2021 2021 Intangible assets (a) Customer contracts and related customer relationships $ 62,281 $ 62,281 Covenants not to compete 522 522 Trade name 3,051 3,051 Total intangible assets 65,854 65,854 Less accumulated amortization Customer contracts and related customer relationships (18,935) (17,378) Covenants not to compete (277) (264) Trade name (819) (743) Total accumulated amortization (20,031) (18,385) Intangible assets, net $ 45,823 $ 47,469 Ref (a): Intangible assets (other than goodwill) are subject to amortization. These intangible assets 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 for the three months ended December 31, 2021 and 2020. |
Schedule of Estimated Amortization of Intangible Assets | Estimated amortization expense for the following fiscal years: (in thousands) 2022 (remaining) $ 4,939 2023 6,585 2024 6,585 2025 6,585 2026 5,851 Thereafter 15,278 Total amortization expense $ 45,823 |
Schedule of Accounts Payable, Accrued Expenses, and Other Current Liabilities | Accounts payable, accrued expenses, and other current liabilities (in thousands) December 31, September 30, 2021 2021 Accounts payable $ 14,198 $ 16,684 Accrued benefits 2,803 2,916 Accrued bonus and incentive compensation 1,200 2,381 Accrued workers' compensation insurance 5,885 7,014 Other accrued expenses 6,297 3,722 Accounts payable, accrued expenses, and other current liabilities $ 30,383 $ 32,717 |
Schedule of Debt Obligations | Debt obligations (in thousands) December 31, September 30, 2021 2021 Bank term loan $ 42,875 $ 46,750 Less: unamortized deferred financing costs (1,996) (2,114) Long-term portion of bank debt obligations, net of deferred financing costs $ 40,879 $ 44,636 |
Schedule of Interest Expense | Interest expense Three Months Ended December 31, (in thousands) Ref 2021 2020 Interest expense (a) $ (521) $ (870) Amortization of deferred financing costs (b) (151) (210) Interest expense, net $ (672) $ (1,080) Ref (a): Interest expense on borrowing Ref (b): Amortization of expenses related to term loan and revolving line of credit |
Credit Facilities (Tables)
Credit Facilities (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Loan Facility | A summary of our loan facility as of December 31, 2021, is as follows: ($ in thousands) As of December 31, 2021 Lender Arrangement Loan Balance Interest Maturity Date First National Bank of Pennsylvania ("FNB") Secured term loan (a) $ 42,875 LIBOR* + 2.5% 09/30/2025 First National Bank of Pennsylvania ("FNB") Secured revolving line of credit (b) $ — LIBOR* + 2.5% 09/30/2025 |
Stock-based Compensation and _2
Stock-based Compensation and Equity Grants (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | 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 Ended Ref December 31, (in thousands) 2021 2020 DLH employees (a) $ 338 $ 342 Non-employee directors (b) 162 116 Total stock option expense $ 500 $ 458 Ref (a): Included in this amount are equity grants of restricted stock units to Named Executive Officers ("NEO"), which were issued in accordance with the DLH long-term incentive compensation policy in this fiscal year, and stock option grants to NEO and non-NEO company employees. The restricted stock units totaled to 147,431 restricted stock units issued and outstanding at December 31, 2021. Ref (b): Equity grants of restricted stock units were made in accordance with DLH compensation policy for non-employee directors and a total of 53,510 restricted stock units issued and outstanding at December 31, 2021. Unrecognized stock-based compensation expense (in thousands) December 31, Ref 2021 Unrecognized expense for DLH employees (a) $ 5,592 Unrecognized expense for non-employee directors 486 Total unrecognized expense $ 6,078 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 4.27 years. |
Schedule of Stock Option Activity | 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 Weighted Average (in thousands) (in thousands) Average Remaining Aggregate Number of Exercise Contractual Intrinsic Ref Shares Price Term Value Options outstanding, September 30, 2021 2,374 $ 5.60 5.6 $ 15,899 Granted (a) 250 $ 16.01 — $ — Options outstanding, December 31, 2021 2,624 $ 6.59 5.8 $ 37,059 Ref (a): The options granted in the first quarter of fiscal year 2022 occurred in the middle of the period and an amount of less than $0.1 million was accrued as stock compensation expense. |
Schedule of Option Shares Outstanding, Vested and Expected to Vest | Stock options shares outstanding, vested, and unvested for the periods ended (in thousands): Number of Shares December 31, September 30, Ref 2021 2021 Vested and exercisable (a) 2,374 1,662 Unvested (b) 250 712 Options outstanding 2,624 2,374 Ref (a): Weighted average exercise price of vested and exercisable shares was $5.60 and $3.91 at December 31, 2021 and September 30, 2021, respectively. Aggregate intrinsic value was approximately $35.9 million and $13.9 million at December 31, 2021 and September 30, 2021, respectively. Weighted average contractual term remaining was 5.4 years and 4.0 years at December 31, 2021 and September 30, 2021, respectively. Ref (b): Certain awards vest upon satisfaction of certain performance criteria. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Diluted Earnings per Share | (In thousands) Three Months Ended December 31, 2021 2020 Numerator: Net income $ 7,804 $ 1,814 Denominator: Denominator for basic net income per share - weighted-average outstanding shares 12,749 12,498 Effect of dilutive securities: Stock options and restricted stock 1,546 947 Denominator for diluted net income per share - weighted-average outstanding shares 14,295 13,445 Net income per share - basic $ 0.61 $ 0.15 Net income per share - diluted $ 0.55 $ 0.13 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contractual Obligations | Contractual obligations as of December 31, 2021 (in thousands): Payments Due Per Fiscal Year (Remaining) Total 2022 2023 2024 2025 2026 Thereafter Debt obligations $ 42,875 $ — $ — $ 4,375 $ 38,500 $ — $ — Facility leases 25,850 2,443 3,216 3,104 2,995 3,092 11,000 Equipment operating leases 197 62 83 52 — — — Total Contractual Obligations $ 68,922 $ 2,505 $ 3,299 $ 7,531 $ 41,495 $ 3,092 $ 11,000 |
Business Overview - Narrative (
Business Overview - Narrative (Details) | 3 Months Ended | |
Dec. 31, 2021employeelocationbusiness_areamarket | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||
Number of market focus areas | business_area | 3 | |
Number of market leveraging core competencies | market | 7 | |
Revenue from Contract with Customer | Customer concentration | ||
Concentration Risk [Line Items] | ||
Percent of total revenue | 100.00% | 100.00% |
Revenue from Contract with Customer | Customer concentration | Federal Government | ||
Concentration Risk [Line Items] | ||
Percent of total revenue | 99.00% | |
U.S. | ||
Concentration Risk [Line Items] | ||
Number of employees | employee | 2,300 | |
Number of locations in which entity operates | 30 | |
Overseas | ||
Concentration Risk [Line Items] | ||
Number of locations in which entity operates | 1 |
Business Overview - Revenues by
Business Overview - Revenues by Customer (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||
Revenue | $ 152,801 | $ 57,852 |
Department of Homeland Security | ||
Concentration Risk [Line Items] | ||
Revenue | 91,328 | 172 |
Department of Veterans Affairs | ||
Concentration Risk [Line Items] | ||
Revenue | 28,193 | 27,642 |
Department of Health and Human Services | ||
Concentration Risk [Line Items] | ||
Revenue | 23,126 | 20,163 |
Department of Defense | ||
Concentration Risk [Line Items] | ||
Revenue | 8,495 | 6,980 |
Other customers with less than 10% share of total revenue | ||
Concentration Risk [Line Items] | ||
Revenue | 1,659 | 2,895 |
Revenue from Contract with Customer | Customer concentration | ||
Concentration Risk [Line Items] | ||
Revenue | $ 152,801 | $ 57,852 |
Percent of total revenue | 100.00% | 100.00% |
Revenue from Contract with Customer | Customer concentration | Department of Homeland Security | ||
Concentration Risk [Line Items] | ||
Revenue | $ 91,328 | $ 172 |
Percent of total revenue | 59.80% | 0.30% |
Revenue from Contract with Customer | Customer concentration | Department of Veterans Affairs | ||
Concentration Risk [Line Items] | ||
Revenue | $ 28,193 | $ 27,642 |
Percent of total revenue | 18.50% | 47.80% |
Revenue from Contract with Customer | Customer concentration | Department of Health and Human Services | ||
Concentration Risk [Line Items] | ||
Revenue | $ 23,126 | $ 20,163 |
Percent of total revenue | 15.10% | 34.90% |
Revenue from Contract with Customer | Customer concentration | Department of Defense | ||
Concentration Risk [Line Items] | ||
Revenue | $ 8,495 | $ 6,980 |
Percent of total revenue | 5.60% | 12.00% |
Revenue from Contract with Customer | Customer concentration | Other customers with less than 10% share of total revenue | ||
Concentration Risk [Line Items] | ||
Revenue | $ 1,659 | $ 2,895 |
Percent of total revenue | 1.00% | 5.00% |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Estimated useful live of intangible assets | 10 years | ||
Goodwill | $ 65,643,000 | $ 65,643,000 | |
Goodwill impairment | 0 | ||
Uncertain tax positions | 0 | 0 | |
Income tax interest expense | 0 | $ 0 | |
Income tax penalties expense | 0 | $ 0 | |
Cash balances | 4,221,000 | $ 24,051,000 | |
Cash, FDIC insured amount | $ 250,000 | ||
Treasury stock (in shares) | 0 | 0 | |
Preferred shares authorized (in shares) | 5,000,000 | ||
Preferred stock issued (in shares) | 0 | 0 | |
Employee Stock Option | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Number of awards authorized for issuance (in shares) | 0 | ||
Expiration term of share-based compensation plan | 10 years | ||
Minimum | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Estimated useful of long-lived assets | 3 years | ||
Maximum | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Estimated useful of long-lived assets | 7 years |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 8,675 | $ 7,307 |
Contract liabilities | $ 10,348 | $ 22,473 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 152,801 | $ 57,852 |
Prime Contractor | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 146,107 | 51,764 |
Subcontractor | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 6,694 | 6,088 |
Time and Materials | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 132,540 | 44,194 |
Cost Reimbursable | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 10,110 | 11,721 |
Firm Fixed Price | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 10,151 | 1,937 |
Department of Homeland Security | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 91,328 | 172 |
Department of Veterans Affairs | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 28,193 | 27,642 |
Department of Health and Human Services | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 23,126 | 20,163 |
Department of Defense | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 8,495 | 6,980 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 1,659 | $ 2,895 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 3 Months Ended |
Dec. 31, 2021subleasesublease_option | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Number of facilities subleased | sublease | 1 |
Sublease term | 5 years |
Sublease number of additional extension options | sublease_option | 2 |
Sublease extension option period | 1 year |
Weighted-average remaining lease term | 8 years 1 month 6 days |
Weighted-average discount rate | 6.00% |
Facilities and Equipment | Minimum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Remaining lease term | 10 months 24 days |
Facilities and Equipment | Maximum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Remaining lease term | 9 years 3 months 18 days |
Leases - Summary of Lease Balan
Leases - Summary of Lease Balances in Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 18,562 | $ 19,919 |
Operating lease liabilities - current | 2,192 | 2,261 |
Operating lease liabilities - long-term | 18,127 | 19,374 |
Total operating lease liabilities | $ 20,319 | $ 21,635 |
Leases - Lease Costs (Details)
Leases - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating | $ 952 | $ 970 |
Short-term | 27 | 29 |
Variable | 18 | 5 |
Sublease income | (69) | (95) |
Total lease costs | $ 928 | $ 909 |
Leases - Company's Future Minim
Leases - Company's Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 |
Leases [Abstract] | ||
2022 (remaining) | $ 2,505 | |
2023 | 3,299 | |
2024 | 3,156 | |
2025 | 2,995 | |
2026 | 3,092 | |
Thereafter | 11,000 | |
Total future lease payments | 26,047 | |
Less: imputed interest | (5,728) | |
Total operating lease liabilities | 20,319 | $ 21,635 |
Less: current portion of operating lease liabilities | (2,192) | (2,261) |
Long-term operating lease liabilities | $ 18,127 | $ 19,374 |
Leases - Other Information Rela
Leases - Other Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 905 | $ 881 |
Supporting Financial Informat_3
Supporting Financial Information - Accounts Receivable (Details) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Billed receivables | $ 38,168,000 | $ 26,140,000 |
Contract assets | 8,675,000 | 7,307,000 |
Total accounts receivable | 46,843,000 | 33,447,000 |
Less: Allowance for doubtful accounts | 0 | 0 |
Accounts receivable, net | $ 46,843,000 | $ 33,447,000 |
Supporting Financial Informat_4
Supporting Financial Information - Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid insurance and benefits | $ 416 | $ 655 |
Other receivables | 999 | 995 |
Other prepaid expenses | 3,482 | 2,615 |
Other current assets | $ 4,897 | $ 4,265 |
Supporting Financial Informat_5
Supporting Financial Information - Equipment and Improvements, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Furniture and equipment | $ 958 | $ 958 | |
Computer equipment | 1,262 | 1,262 | |
Computer software | 4,353 | 4,353 | |
Leasehold improvements | 1,595 | 1,595 | |
Total equipment and improvements | 8,168 | 8,168 | |
Less accumulated depreciation and amortization | (6,595) | (6,256) | |
Equipment and improvements, net | 1,573 | $ 1,912 | |
Depreciation expense | $ 300 | $ 400 |
Supporting Financial Informat_6
Supporting Financial Information - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | $ 65,854 | $ 65,854 | |
Total accumulated amortization | (20,031) | (18,385) | |
Intangible assets, net | $ 45,823 | 47,469 | |
Estimated useful live of intangible assets | 10 years | ||
Amortization expense of intangible assets | $ 1,600 | $ 1,600 | |
Customer contracts and related customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 62,281 | 62,281 | |
Total accumulated amortization | (18,935) | (17,378) | |
Covenants not to compete | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 522 | 522 | |
Total accumulated amortization | (277) | (264) | |
Trade name | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 3,051 | 3,051 | |
Total accumulated amortization | $ (819) | $ (743) |
Supporting Financial Informat_7
Supporting Financial Information - Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
2022 (remaining) | $ 4,939 | |
2023 | 6,585 | |
2024 | 6,585 | |
2025 | 6,585 | |
2026 | 5,851 | |
Thereafter | 15,278 | |
Intangible assets, net | $ 45,823 | $ 47,469 |
Supporting Financial Informat_8
Supporting Financial Information - Accounts Payable, Accrued Expense and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts payable | $ 14,198 | $ 16,684 |
Accrued benefits | 2,803 | 2,916 |
Accrued bonus and incentive compensation | 1,200 | 2,381 |
Accrued workers' compensation insurance | 5,885 | 7,014 |
Other accrued expenses | 6,297 | 3,722 |
Accounts payable, accrued expenses, and other current liabilities | $ 30,383 | $ 32,717 |
Supporting Financial Informat_9
Supporting Financial Information - Debt Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Bank term loan | $ 42,875 | $ 46,750 |
Less: unamortized deferred financing costs | (1,996) | (2,114) |
Long-term portion of bank debt obligations, net of deferred financing costs | $ 40,879 | $ 44,636 |
Supporting Financial Informa_10
Supporting Financial Information - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Interest expense | $ (521) | $ (870) |
Amortization of deferred financing costs | (151) | (210) |
Interest expense, net | $ (672) | $ (1,080) |
Credit Facilities - Summary of
Credit Facilities - Summary of Loan Facility (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2021 | |
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 42,875 | $ 46,750 |
Secured Debt | Term Loans | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 42,875 | |
Secured Debt | Term Loans | LIBOR | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate percentage | 0.025% | |
Interest rate spread | 0.10% | |
Interest rate floor | 0.50% | |
Secured Debt | Revolving Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 0 | |
Secured Debt | Revolving Line of Credit | LIBOR | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate percentage | 0.025% | |
Interest rate spread | 0.10% | |
Interest rate floor | 0.50% |
Credit Facilities - Narrative (
Credit Facilities - Narrative (Details) | 3 Months Ended | 15 Months Ended |
Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Line of Credit Facility [Line Items] | ||
Debt amortization fiscal year 2021 | $ 0 | $ 0 |
Debt amortization fiscal year 2022 | 4,375,000 | 4,375,000 |
Debt amortization fiscal year 2023 | 38,500,000 | 38,500,000 |
Debt amortization fiscal year 2024 | 0 | 0 |
Interest Rate Swap | ||
Line of Credit Facility [Line Items] | ||
Derivative notional amount | $ 22,800,000 | $ 22,800,000 |
Derivative fixed interest rate | 1.61% | 1.61% |
Interest expense increase (less than) | $ 100,000 | |
Secured Debt | Term Loans | ||
Line of Credit Facility [Line Items] | ||
Fixed charge coverage ratio | 1.25 | |
Ratio of funded indebtedness to EBITDA through maturity | 2.75 | |
Debt amortization fiscal year 2021 | $ 7,000,000 | $ 7,000,000 |
Debt amortization fiscal year 2022 | 7,000,000 | 7,000,000 |
Debt amortization fiscal year 2023 | 8,750,000 | 8,750,000 |
Debt amortization fiscal year 2024 | 8,750,000 | 8,750,000 |
Debt amortization fiscal year 2025 | 8,750,000 | 8,750,000 |
Voluntary principal amortization of term debt | $ 3,900,000 | $ 27,100,000 |
Secured Debt | Term Loans | Excess Cash Flows Greater Than Or Equal to 2.50 | ||
Line of Credit Facility [Line Items] | ||
Percentage of excess cash flow for each year of funded indebtedness to EBDTA | 75.00% | |
Ratio of funded indebtedness to adjusted EBDTA, actual | 2.50 | |
Secured Debt | Term Loans | Excess Cash Flows Less Than 2.50 | ||
Line of Credit Facility [Line Items] | ||
Percentage of excess cash flow for each year of funded indebtedness to EBDTA | 50.00% | |
Secured Debt | Term Loans | Excess Cash Flows Equal to 1.50 | ||
Line of Credit Facility [Line Items] | ||
Ratio of funded indebtedness to adjusted EBDTA, actual | 1.5 | |
Secured Debt | Term Loans | Excess Cash Flows Less Than 1.50 | ||
Line of Credit Facility [Line Items] | ||
Percentage of excess cash flow for each year of funded indebtedness to EBDTA | 0.00% | |
Ratio of funded indebtedness to adjusted EBDTA, actual | 1.5 | |
Secured Debt | Term Loans | Maximum | ||
Line of Credit Facility [Line Items] | ||
Ratio of funded indebtedness to EBITDA through maturity | 3.75 | |
Interest rate spread | 4.50% | 4.50% |
Secured Debt | Term Loans | Maximum | Excess Cash Flows Less Than 2.50 | ||
Line of Credit Facility [Line Items] | ||
Ratio of funded indebtedness to adjusted EBDTA, actual | 2.50 | |
Secured Debt | Term Loans | Minimum | ||
Line of Credit Facility [Line Items] | ||
Interest rate spread | 2.50% | 2.50% |
Secured Debt | Term Loans | LIBOR | ||
Line of Credit Facility [Line Items] | ||
Interest rate spread | 0.10% | 0.10% |
Secured Debt | Revolving Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Line of credit, maximum borrowing capacity | $ 25,000,000 | $ 25,000,000 |
Line of credit, unused borrowing capacity | 23,000,000 | 23,000,000 |
Line of credit outstanding balance | 0 | 0 |
Line of credit, current borrowing capacity | $ 25,000,000 | $ 25,000,000 |
Secured Debt | Revolving Line of Credit | LIBOR | ||
Line of Credit Facility [Line Items] | ||
Interest rate spread | 0.10% | 0.10% |
Secured Debt | Letter of Credit | ||
Line of Credit Facility [Line Items] | ||
Line of credit, current borrowing capacity | $ 5,000,000 | $ 5,000,000 |
Stock-based Compensation and _3
Stock-based Compensation and Equity Grants - Narrative (Details) - Employee Stock Option | 3 Months Ended |
Dec. 31, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of awards authorized for issuance (in shares) | 0 |
Expiration term of share-based compensation plan | 10 years |
Number of shares available for grant (in shares) | 1,400,000 |
Stock-based Compensation and _4
Stock-based Compensation and Equity Grants - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock option expense | $ 100 | |
Total unrecognized expense | 6,078 | |
DLH employees | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total unrecognized expense | $ 5,592 | |
Weighted average share based compensation expense recognition period | 4 years 3 months 7 days | |
Non-employee directors | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total unrecognized expense | $ 486 | |
Non-employee directors | Restricted Stock Units | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Number of restricted stock units granted (in shares) | 53,510 | |
NEO | Restricted Stock Units | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Number of restricted stock units granted (in shares) | 147,431 | |
Selling, General and Administrative Expenses | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock option expense | $ 500 | $ 458 |
Selling, General and Administrative Expenses | DLH employees | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock option expense | 338 | 342 |
Selling, General and Administrative Expenses | Non-employee directors | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock option expense | $ 162 | $ 116 |
Stock-based Compensation and _5
Stock-based Compensation and Equity Grants - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Number of Shares | ||
Options outstanding, September 30, 2021 (in shares) | 2,374,000 | |
Granted (in shares) | 250,000 | |
Options outstanding, December 31, 2021 (in shares) | 2,624,000 | 2,374,000 |
Weighted Average Exercise Price | ||
Options outstanding, September 30, 2021 (in dollars per share) | $ 5.60 | |
Granted (in dollars per share) | 16.01 | |
Options outstanding, December 31, 2021 (in dollars per share) | $ 6.59 | $ 5.60 |
Weighted Average Remaining Contractual Term | ||
Weighted Average Remaining Contractual Term | 5 years 9 months 18 days | 5 years 7 months 6 days |
Aggregate Intrinsic Value | ||
Options outstanding at September 30, 2021 | $ 15,899 | |
Options outstanding at December 31, 2021 | 37,059 | $ 15,899 |
Stock compensation expense of option granted | $ 100 |
Stock-based Compensation and _6
Stock-based Compensation and Equity Grants - Stock Options Outstanding, Vested and Unvested (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Vested and exercisable (in shares) | 2,374 | 1,662 |
Unvested (in shares) | 250 | 712 |
Option outstanding (in shares) | 2,624 | 2,374 |
Weighted average exercise price (in dollars per share) | $ 5.60 | $ 3.91 |
Aggregate intrinsic value | $ 35.9 | $ 13.9 |
Weighted average remaining term | 5 years 4 months 24 days | 4 years |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net income | $ 7,804 | $ 1,814 |
Denominator: | ||
Denominator for basic net income (loss) per share - weighted-average outstanding shares (in shares) | 12,749 | 12,498 |
Effect of dilutive securities: | ||
Stock options and restricted stock (in shares) | 1,546 | 947 |
Denominator for diluted net income (loss) per share - weighted-average outstanding shares (in shares) | 14,295 | 13,445 |
Net income per share - basic (in dollars per share) | $ 0.61 | $ 0.15 |
Net income per share - diluted (in dollars per share) | $ 0.55 | $ 0.13 |
Commitments and Contingencies -
Commitments and Contingencies - Contractual Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 |
Debt obligations | ||
Debt obligations | $ 42,875 | $ 46,750 |
2022 (remaining) | 0 | |
2023 | 0 | |
2024 | 4,375 | |
2025 | 38,500 | |
2026 | 0 | |
Thereafter | 0 | |
Operating Leases | ||
Total future lease payments | 26,047 | |
2022 (remaining) | 2,505 | |
2023 | 3,299 | |
2024 | 3,156 | |
2025 | 2,995 | |
2026 | 3,092 | |
Thereafter | 11,000 | |
Total Contractual Obligations | ||
Total Obligations | 68,922 | |
2021 (remaining) | 2,505 | |
2023 | 3,299 | |
2024 | 7,531 | |
2025 | 41,495 | |
2026 | 3,092 | |
Thereafter | 11,000 | |
Facility leases | ||
Operating Leases | ||
Total future lease payments | 25,850 | |
2022 (remaining) | 2,443 | |
2023 | 3,216 | |
2024 | 3,104 | |
2025 | 2,995 | |
2026 | 3,092 | |
Thereafter | 11,000 | |
Equipment operating leases | ||
Operating Leases | ||
Total future lease payments | 197 | |
2022 (remaining) | 62 | |
2023 | 83 | |
2024 | 52 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | $ 0 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Accrued workers' compensation insurance | $ 5,885 | $ 7,014 |