8-K/A 1 form8-kxaibaacquisition.htm 8-K/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A
(Amendment No. 1 to Form 8-K filed October 6, 2020)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 30, 2020

DLH Holdings Corp.
(Exact Name of Registrant as Specified in Charter)

New Jersey |  | 0-18492 |  | 22-1899798
(State or Other Jurisdiction of Incorporation) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.)

3565 Piedmont Road, NE
Building 3, Suite 700
Atlanta, GA 30305
(Address of Principal Executive Offices, and Zip Code)
(866) 952-1647
Registrant’s Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock | DLHC | Nasdaq Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

|  | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|  | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|  | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|  | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

{N0299527 }

Explanatory Note
This Current Report on Form 8-K/A is filed as an amendment (the “Amendment”) to the Current Report on Form 8-K filed on October 6, 2020 (the “Original Form 8-K”) by DLH Holdings Corp. (“DLH” or the “Company”) in order to provide financial information required by Item 9.01 of the Original Form 8-K. As previously reported in the Original Form 8-K, DLH acquired Irving Burton Associates, LLC (“IBA”) pursuant to an Equity Purchase Agreement dated September 30, 2020 (the “Purchase Agreement”) by and among DLH, IBA, Project Insight Holdings, Inc. (the “Seller”), the Owners of the Seller, and Anna L. Ryan as the Sellers’ Representative. The acquisition was completed on September 30, 2020 and IBA became a direct, wholly-owned subsidiary of DLH on such date (the “Acquisition”). The Original Form 8-K is amended by this Amendment on Form 8-K/A to present certain financial statements of IBA and to present certain unaudited pro forma financial information in connection with the Acquisition. IBA’s financial statements and the unaudited pro forma information of DLH and its subsidiaries are filed as exhibits hereto. The foregoing description of the Purchase Agreement and the transactions contemplated therein is not complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which was attached as Exhibit 2.1 to the Original Form 8-K and incorporated herein by reference. Items and exhibits previously reported in the Original Form 8-K that are not included in this Amendment remain unchanged.

Item 7.01 | Regulation FD Disclosure.

In addition to the unaudited pro forma financial information filed as Exhibit 99.3 to this Current Report on Form 8-K/A, DLH has prepared, and has furnished as Exhibit 99.4 to this Current Report on Form 8-K/A, certain non-GAAP financial information to present the unaudited pro-forma EBITDA of DLH for the fiscal year ended September 30, 2019 and the nine months ended June 30, 2020 as if its acquisition of IBA was consummated on October 1, 2018. A reconciliation of the non-GAAP pro-forma financial information included in Exhibit 99.4 to the most directly comparable financial measures prepared in accordance with generally accepted accounting principles (GAAP) is also included in Exhibit 99.4. DLH uses EBITDA as a supplemental measure of its performance. Management believes this information may be informative to investors in evaluating the Company’s ongoing operating and financial results, identifying trends, and understanding how such results compare with its historical performance. It is not meant to be considered in isolation or as a substitute for comparable GAAP measures and should only be read in conjunction with the Company’s financial statements prepared in accordance with GAAP.
The information in Item 7.01 of this Current Form 8-K/A and Exhibit 99.4 attached hereto is being furnished, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Furthermore, the information contained in this Item 7.01 and Exhibit 99.4 shall only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.

Item 9.01 | Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired
The audited balance sheet of IBA as of December 31, 2019 and the related statement of operations, statement of shareholders’ equity and statement of cash flows for the year ended December 31, 2019, the notes to the financial statements and the independent auditor’s report are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated by reference herein.
The unaudited balance sheet of IBA as of June 30, 2020 and the related statement of operations, statement of members’ equity and statement of cash flows for the period ended June 30, 2020, and the notes to the financial statements are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated by reference herein.
{N0299527 } 1

(b) Pro Forma Financial Information
The unaudited pro forma condensed combined balance sheet of DLH Holdings Corp. and its subsidiaries as of June 30, 2020 and the unaudited pro forma condensed combined statements of operations of DLH Holdings Corp. and its subsidiaries for the nine months ended June 30, 2020 and the year ended September 30, 2019 giving effect to the acquisition of IBA are filed as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated by reference herein.
(d) Exhibits
The following exhibit is attached to this Current Report on Form 8-K:

Exhibit Number |  | Exhibit Title or Description
23.1 |  | Consent of CST Group, CPAs, PC.
99.1 |  | Audited balance sheet of Irving Burton Associates, Inc. as of December 31, 2019 and the related statement of operations, statement of shareholders’ equity and statement of cash flows for the year ended December 31, 2019, the notes to the financial statements and the independent auditor’s report.
99.2 |  | Unaudited Financial Statements of Irving Burton Associates, Inc. as of June 30, 2020 and for the three and six months ended June 30, 2020.
99.3 |  | Unaudited pro forma condensed combined balance sheet of DLH Holdings Corp. and its subsidiaries as of June 30, 2020, and the unaudited pro forma condensed combined statements of operations of DLH Holdings Corp. and its subsidiaries for the nine months ended June 30, 2020 and the year ended September 30, 2019 giving effect to the acquisition of Irving Burton Associates, Inc.
99.4 |  | Unaudited pro forma presentation of EBITDA, a non-GAAP measure*
* Furnished herewith.

{N0299527 } 2

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

|  | DLH Holdings Corp.
|  | By: /s/ Kathryn M. JohnBull
|  | Name: Kathryn M. JohnBull
|  | Title: Chief Financial Officer
Date: December 14, 2020 |  |

{N0299527 } 3