Exhibit 99.4
DLH HOLDINGS CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA ADJUSTED EBITDA
YEAR ENDED SEPTEMBER 30, 2015
(Amounts in thousands, except per share data)
We use Earnings Before Interest Tax Depreciation and Amortization (“EBITDA”) adjusted for other items (“Adjusted EBITDA”) as supplemental non-GAAP measures of our performance. We define Adjusted EBITDA as net income/(loss) adjusted to exclude (i) interest and other expenses, including acquisition expenses, net, (ii) provision for or benefit from income taxes, if any, (iii) depreciation and amortization, and (iv) G&A expenses - equity grants.
This non-GAAP measure of our performance is used by DLH management to conduct and evaluate its business during its regular review of operating results for the periods presented. Management and the Company’s Board utilize this non-GAAP measure to make decisions about the use of the Company’s resources, analyze performance between periods, develop internal projections and measure management performance. We believe that this non-GAAP measure is useful to investors in evaluating the Company’s ongoing operating and financial results and understanding how such results compare with the Company’s historical performance. By providing this non-GAAP measure as a supplement to GAAP information, we believe we are enhancing investors’ understanding of our business and our results of operations.
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Unaudited pro forma non-GAAP reconciliation for pro forma year ended September 30, 2015 (Amounts in thousands) | | The Company | | Danya International, Inc. and Subsidiaries [3a] | | Danya Africa | | Pro Forma Adjustments | | Pro Forma Combined |
| Pro forma GAAP net income/(loss) | | $ | 8,728 |
| | $ | 4,954 |
| | $ | 871 |
| | $ | (2,609 | ) | | $ | 11,944 |
|
| (i) Interest and other (income) expense (net): | | | | | | | | | | |
| (i) (a) Interest and other expense | | (744 | ) | | — |
| | — |
| | 842 |
| | 98 |
|
| (i) (b) Acquisition expenses | | — |
| | 375 |
| | — |
| | (375 | ) | | — |
|
| (ii) Provision (benefit) for taxes | | (5,488 | ) | | — |
| | — |
| | 2,144 |
| | (3,344 | ) |
| (iii) Depreciation and amortization | | 55 |
| | 301 |
| | — |
| | — |
| | 356 |
|
| (iv) G&A expenses - equity grants | | 479 |
| | 2 |
| | — |
| | (2 | ) | | 479 |
|
| Adjusted EBITDA | | $ | 3,030 |
| | $ | 5,632 |
| | $ | 871 |
| | $ | — |
| | $ | 9,533 |
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| Weighted average shares outstanding | | |
| | |
| | | | |
| | |
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| Basic | | 9,573 |
| | |
| | | | 1,381 |
| | 10,954 |
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| Diluted | | 10,039 |
| | |
| | | | 1,381 |
| | 11,420 |
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Please refer to the GAAP pro forma financial statements and notes included in Exhibit 99.3 herein. Weighted average shares outstanding shown in this table are consistent with the shares used for DLH pro forma earnings per share, calculated as required under GAAP.
DLH HOLDINGS CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA ADJUSTED EBITDA
SIX MONTHS ENDED March 31, 2016
(Amounts in thousands, except per share data)
We use Earnings Before Interest Tax Depreciation and Amortization (“EBITDA”) adjusted for other items (“Adjusted EBITDA”) as supplemental non-GAAP measures of our performance. We define Adjusted EBITDA as net income/(loss) adjusted to exclude (i) interest and other expenses, including acquisition expenses, net, (ii) provision for or benefit from income taxes, if any, (iii) depreciation and amortization, and (iv) G&A expenses - equity grants.
This non-GAAP measure of our performance is used by DLH management to conduct and evaluate its business during its regular review of operating results for the periods presented. Management and the Company’s Board utilize this non-GAAP measure to make decisions about the use of the Company’s resources, analyze performance between periods, develop internal projections and measure management performance. We believe that this non-GAAP measure is useful to investors in evaluating the Company’s ongoing operating and financial results and understanding how such results compare with the Company’s historical performance. By providing this non-GAAP measure as a supplement to GAAP information, we believe we are enhancing investors’ understanding of our business and our results of operations.
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Unaudited pro forma non-GAAP reconciliation for pro forma six months ended March 31, 2016 (Amounts in thousands) | | The Company | | Danya International, Inc. and Subsidiaries [3a] | | Danya Africa | | Pro Forma Adjustments | | Pro Forma Combined |
| Pro forma GAAP net income/(loss) | | $ | 221 |
| | $ | 3,329 |
| | $ | 417 |
| | $ | (1,084 | ) | | $ | 2,883 |
|
| (i) Interest and other (income) expense (net): | | | | | | | | | | |
| (i) (a) Interest and other expense | | — |
| | — |
| | — |
| | 393 |
| | 393 |
|
| (i) (b) Acquisition expenses | | 702 |
| | 380 |
| | — |
| | (1,082 | ) | | — |
|
| (ii) Provision (benefit) for taxes | | 148 |
| | — |
| | — |
| | 1,775 |
| | 1,923 |
|
| (iii) Depreciation and amortization | | 42 |
| | 131 |
| | — |
| | — |
| | 173 |
|
| (iv) G&A expenses - equity grants | | 342 |
| | 2 |
| | — |
| | (2 | ) | | 342 |
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| Pro forma adjusted EBITDA | | $ | 1,455 |
| | $ | 3,842 |
| | $ | 417 |
| | $ | — |
| | $ | 5,714 |
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| Weighted average shares outstanding | | | | |
| | | | |
| | |
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| Basic | | 9,642 |
| | |
| | | | 1,381 |
| | 11,023 |
|
| Diluted | | 10,540 |
| | |
| | | | 1,381 |
| | 11,921 |
|
Please refer to the GAAP pro forma financial statements and notes included in Exhibit 99.3 herein. Weighted average shares outstanding shown in this table are consistent with the shares used for DLH pro forma earnings per share, calculated as required under GAAP.
