00013938832024Q3FALSE00013938832024-11-112024-11-11


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549



FORM 8-K


CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported) November 11, 2024

DHI Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)
001-3358420-3179218
(Commission File Number)(IRS Employer Identification No.)
6465 South Greenwood Plaza, Suite 400, Centennial, Colorado
80111
(Address of Principal Executive Offices)(Zip Code)

(212) 448-6605
(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareDHXNew York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. o

Item 2.02.    Results of Operations and Financial Condition.
    On November 12, 2024, DHI Group, Inc. (the “Company”) reported its results of operations for the fiscal quarter ended September 30, 2024. A copy of the press release issued by the Company concerning the foregoing is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

    The information in this Form 8-K, including the accompanying exhibits, is being furnished under Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 11, 2024, Raime Leeby resigned from her position as the Chief Financial Officer of DHI Group, Inc. (the "Company") effective November 15, 2024. During her tenure, Ms. Leeby strengthened the finance team's processes, accountability and culture. The Company thanks Ms. Leeby for her contributions. In connection with her separation from service, the Company has agreed to pay Ms. Leeby her 2024 bonus, which will be determined based on actual performance achievement results, and which will be paid in 2025 at the time other 2024 bonuses are paid. Ms. Leeby will continue to serve the company as a consultant through December 31, 2024 in order to help support a transition.

In connection with her resignation, the Company and Ms. Leeby have entered into a consulting agreement, dated as of November 11, 2024 (the "Consulting Agreement"). Pursuant to the terms of the Consulting Agreement, Ms. Leeby will be entitled to certain payments and benefits, including continued vesting of equity awards through December 31, 2024, including 46,666 shares of restricted stock and 31,037 performance stock units. All of Ms. Leeby's remaining equity awards that remain unvested as of December 31, 2024 will be forfeited and cancelled at such time.

The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the Consulting Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Greg Schippers, the Company’s Vice President of Finance and Controller, has been appointed to serve as the Interim Chief Financial Officer of the Company effective as of Ms. Leeby’s departure. Mr. Schippers will not be receiving additional compensation in connection with his service as Interim Chief Financial Officer.

Item 7.01. Regulation FD Disclosure

On November 12, 2024, the Company issued a press release relating to Ms. Leeby’s resignation. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.


The information set forth in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished pursuant to Item 7.01 of Form 8-K 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, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Item 9.01.    Financial Statements and Exhibits.

(a)Financial Statements of Business Acquired.
Not applicable.
(b)Pro Forma Financial Information.
Not applicable.
(c)Shell Company Transactions.
Not applicable.
(d)Exhibits.

EXHIBIT NO.DESCRIPTION
99.1
10.1
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SIGNATURES
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.
DHI GROUP, INC.
Date:November 12, 2024By: /S/ Raime Leeby Muhle
Name: Raime Leeby Muhle
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)




EXHIBIT INDEX
99.1
10.1
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WORK FOR HIRE CONSULTANT AGREEMENT
THIS AGREEMENT, as of November 11, 2024, is between DHI GROUP, INC., a Delaware corporation (“DHI”), and Raime Leeby (the “Consultant”).

In consideration of Consultant’s services with DHI, Consultant hereby agrees to be bound by and comply with the following terms and conditions:

Section 1. Services. Consultant agrees to provide the services specified in any Project Schedule that shall, from time to time, be defined and executed by the parties and attached to this Agreement as Exhibit A. Such services are hereinafter referred to as “Services.”

Section 2. Term and Termination. This Agreement shall continue until terminated by either party upon fourteen (14) days notice, provided that termination by Consultant shall not be effective until completion of any specifically defined work set forth on any Project Schedule applicable at the time of such notice, unless otherwise agreed.

Section 3. Payment for Services. As full compensation for the Services to be provided by Consultant pursuant to any Project Schedule, DHI agrees to pay Consultant the charges set forth in such Project Schedule, attached to this agreement as Exhibit A.

Section 4. Independent Contractor. It is understood and agreed that Consultant shall perform the Services as an independent contractor and consultant. Consultant shall not be deemed to be an employee of DHI. Consultant shall not be entitled to any benefits provided by DHI to its employees, and DHI will make no deductions from any of the payments due to Consultant hereunder for state or federal tax purposes. Consultant agrees that he/she shall be personally responsible for any and all taxes and other payments due on payments received by him/her from DHI hereunder. Consultant acknowledges that Consultant is free from control or direction over the performance of Consultant’s services, both under this Agreement and in fact.

Section 5. Consultant Inventions.

(a) Consultant agrees that all Inventions (as herein defined) shall be and remain the property of DHI. “Inventions” shall mean all ideas, prospect and customer lists, inventions, research, plans for products or services, business development strategies, marketing plans, computer software (including, without limitation, source code), computer programs, original works of authorship, copyrightable expression, characters, know-how, trade secrets, information, data, developments, discoveries, improvements, modifications, technology, algorithms and designs, whether or not subject to patent or copyright protection, made, conceived, expressed, developed, or actually or constructively reduced to practice by Consultant solely or jointly with others in connection with any Services under this Agreement. Consultant acknowledges that all of said Inventions shall be considered as “work made for hire” belonging to DHI.

(b) Consultant acknowledges that all of said Inventions shall be considered as “work made for hire” belonging to DHI. To the extent that any such Inventions, under applicable law, may not be considered work made for hire by Consultant for DHI, Consultant agrees to assign and, upon its creation, automatically assigns to DHI the ownership of such material, including any copyright or other intellectual property rights in such materials, without the necessity of any further consideration. DHI shall have the exclusive right to use the Inventions, whether original or derivative, for all purposes. At DHI’s expense, Consultant will assist DHI in every proper way to protect the Inventions throughout the world, including, without limitation, executing in favor of DHI or any affiliate of DHI patent, copyright, and other applications and assignments relating to the Inventions.


WORK FOR HIRE CONSULTANT AGREEMENT
Section 6. Proprietary Information.

(a) Consultant will not disclose or use, at any time either during or after the period of Services, except for the benefit of DHI or an affiliate of DHI, any Confidential Information (as herein defined). “Confidential Information” shall mean all DHI proprietary information, technical data, trade secrets, and know-how, including, without limitation, research, product plans, customer lists, markets, computer software, computer programs, developments, inventions, discoveries, processes, formulas, algorithms, technology, designs, drawings, marketing and other plans, business strategies and financial data and information, including but not limited to Inventions, whether or not marked as “Confidential.” “Confidential Information” shall also mean information received by DHI from customers of DHI or other third parties subject to a duty to keep confidential.

(b) Consultant hereby acknowledges and agrees that all personal property, including, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof, Confidential Information, and equipment furnished to or prepared by Consultant in the course of or incident to his/her Services, including, without limitation, records and any other materials pertaining to Inventions, belong to DHI and shall be promptly returned to DHI upon termination of Services. Following termination, the Consultant will not retain any written or other tangible or electronic material containing any Confidential Information or information pertaining to any Invention.

(c) Notwithstanding the foregoing or anything herein to the contrary, DHI hereby notifies Consultant, in accordance with the Defend Trade Secrets Act of 2016, that Consultant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (1) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. DHI further notifies Consultant that if Consultant files a lawsuit for retaliation by DHI for reporting a suspected violation of law, Consultant may disclose DHI’s trade secrets to its attorney and use the trade secret information in the court proceeding if Consultant: (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order. Further, notwithstanding anything in this Agreement to the contrary, nothing contained herein prohibits Consultant from reporting, without the prior authorization of DHI and without notifying DHI, possible violations of federal law or regulation to the United States Securities and Exchange Commission, the United States Department of Justice, the United States Congress or other governmental agency having apparent supervisory authority over the business of DHI, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation.

Section 7. Limited Agreement Not to Compete.

(a) Consultant reserves the right to work for other businesses during the term of this Agreement, but agrees not to accept or perform work of a nature that conflicts or competes with the area of business in which he/she provides Services to DHI.

(b) During the period of this Agreement and for a period of twelve (12) months after the termination of Consultant’s Services with DHI, Consultant shall not, directly or indirectly, solicit for employment or employ any person who was employed by DHI during Consultant’s Services with DHI.

Section 8. Injunctive Relief. Consultant agrees that the remedy at law for any breach of the provisions of Section 5, Section 6 or Section 7 of this Agreement shall be inadequate and DHI shall be entitled to injunctive relief in addition to any other remedy at law which DHI may have.

WORK FOR HIRE CONSULTANT AGREEMENT

Section 9. Severability. In the event any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, the other provisions of this Agreement shall remain in full force and effect.

Section 10. Survival. All terms and conditions of this Agreement which should by their nature survive the termination of Consultant’s Services (including Sections 5, 6, 7 and 8) shall so survive.

Section 11. Representations and Warranties. Consultant represents and warrants that: Consultant is not under any obligations to any third party which could interfere with the Consultant’s performance under this Agreement; and Consultant’s performance of his/her obligations to DHI during the term of his/her service with DHI will not breach any agreement by which Consultant is bound not to disclose any proprietary information including, without limitation, that of former employers.

Section 12. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of both Consultant and DHI and their respective successors, heirs, and legal representatives, but neither this Agreement nor any rights hereunder may be assigned by Consultant without prior written consent of DHI.

Section 13. Governing Law. The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed in accordance with the law of the State of New York, exclusive of its choice-of-law rules.

Section 14. Dispute Resolution. Except for disputes relating to or arising out of Sections 5, 6, 7 and/or 8 of this Agreement, any dispute relating to or arising out of Consultant’s relationship with DHI, which cannot be resolved by negotiation, shall be settled by binding arbitration in accordance with the AAA Commercial Arbitration Rules and Procedures, as amended by this Agreement. The costs of arbitration, including the fees and expenses of the arbitrator, shall be shared equally by the parties. Each party shall bear the cost of preparing and presenting its case. The arbitration shall take place in the Borough of Manhattan, in the City of New York, in the State of New York. The arbitration shall be conducted in strict confidence. In no event shall the arbitrator have the authority to make any award that provides for punitive or exemplary damages or attorneys’ fees. The arbitrator’s decision shall be based upon the substantive law of the State of New York or applicable federal law. The arbitrator’s decision shall follow the plain meaning of the relevant documents, and shall be final and binding. The award may be confirmed and enforced in any court of competent jurisdiction. The parties hereby agree that any federal or state court sitting in New York City in the State of New York is a court of competent jurisdiction. This paragraph does not limit in any way DHI’s right to seek monetary damages and injunctive relief in any state or federal court sitting in the Borough of Manhattan in the City of New York City in the State of New York (jurisdictional, venue and inconvenient forum objections to which are hereby waived by both parties), including recovery of fees and costs, in the event that a dispute relates to or arises under Sections 5, 6, 7 and/or 8 of this Agreement.

Section 14. Modification. DHI reserves the right to modify the terms of this Agreement on a quarterly basis, subject to notice and acknowledgement by the Consultant of such modifications. Notice of any such modifications shall be presented to the Consultant for acknowledgement and shall be attached as Exhibit B.

Section 15. General. This is not an employment contract. Except as DHI has otherwise expressly agreed in writing, DHI may terminate Consultant’s Services at any time with or without cause. This Agreement supersedes and replaces any existing agreement entered into by Consultant and DHI relating generally to the same subject matter, and may be modified only in a writing signed by DHI.

WORK FOR HIRE CONSULTANT AGREEMENT
Failure to enforce any provision of the Agreement shall not constitute a waiver of any term herein. This Agreement contains the entire agreement between the parties with respect to the subject matter herein.

AGREED TO BY:

DHI GROUP, INC. “CONSULTANT”
  /S/ Art Zeile /S/ Raime Leeby Muhle
Name: Art ZeileName: Raime Leeby Muhle
Title: Chief Executive Officer Title: Consultant
Date: 11/11/2024
Date: 11/11/2024

EXHIBIT A
Project Schedule
Start:
November 15, 2024

Tasks to Perform:
From the Term Date through December 31, 2024 (the “Consultancy Period”), you shall be reasonably available to DHI, as requested by DHI, to assist in the smooth transition of your duties as reasonably requested by DHI, including, without limitation, assisting in the transition to the interim Chief Financial Officer, monthly workflow, and other related tasks.

Completion Date:
12/31/2024

Rate:

So long as you providing services hereunder, you shall continue to vest in your equity and equity-based awards through December 2024 in accordance with the applicable award agreements, including the vesting of 46,666 shares of restricted stock under the December 4, 2023 grant (the “Restricted Stock Grant”) and 31,037 PSUs under the December 4, 2023 grant (the “PSU Grant”).

For avoidance of doubt, upon termination of your service under the Agreement, after giving effect to the vesting on December 4, 2024 described herein, all remaining unvested shares under the Restricted Stock Grant and all remaining unvested restricted stock units under the PSU grant will be forfeited as of December 31, 2024.


WORK FOR HIRE CONSULTANT AGREEMENT
CONSULTANT
   /S/ Raime Leeby Muhle 11/11/2024
Name: Raime Leeby Muhle Date
Title: Consultant
DHI GROUP, INC.
   /S/ Art Zeile 11/11/2024
Name: Art Zeile Date
Title: Chief Executive Officer



dhilogoa99.jpg
DHI Group Reports 2024 Third Quarter Financial Results, Announces CFO Transition

CENTENNIAL, Colorado, November 12, 2024 - DHI Group, Inc. (NYSE: DHX) (“DHI” or the “Company”) today announced financial results for the third quarter ended September 30, 2024.

Third Quarter 2024 Financial Highlights(1)

▪Total revenue was $35.3 million, down 6% year over year.
•ClearanceJobs revenue was $13.4 million, up 6% year over year.
•Dice revenue was $21.9 million, down 12% year over year.
▪Total bookings were $28.9 million, down 7% year over year.
•ClearanceJobs bookings were $12.6 million, up 4% year over year.
•Dice bookings were $16.3 million, down 15% year over year.
▪Net loss was $0.2 million, or $0.00 per diluted share, a net income margin of negative 1%, compared to net income of $1.0 million, or $0.02 per diluted share, a net income margin of 3%, in the year-ago quarter.
▪Non-GAAP earnings per share was $0.05 per diluted share, compared to the prior year quarter at $0.06 per diluted share.
▪Adjusted EBITDA was $8.6 million, down 8% year over year, and Adjusted EBITDA Margin was 24%, compared to 25% in the year-ago quarter.
▪Cash flow from operations was $5.5 million, down 2% from $5.6 million in the year-ago quarter.
▪Cash was $2.1 million at quarter end compared to $3.7 million in the year ago quarter and total debt was $32.0 million at quarter end, down $8.0 million from the year-ago quarter.

(1) See definition of bookings and see "Notes Regarding the Use of Non-GAAP Financial Measures" related to Adjusted EBITDA, Adjusted EBITDA Margin, and Non-GAAP Earnings Per Share, including the revised title and definition of Non-GAAP Earnings Per Share, later in this press release.

Commenting on the results, Art Zeile, President and CEO of DHI Group, said:

"In the third quarter we continued to see a steady rise in new tech job postings, with the third quarter's total of over 600,000 reported by CompTIA showing year over year growth for the first time in over a year. In September, there were 225,000 new tech job postings, marking a 22% increase from the previous year, and the recently released October data shows the addition of 223,000 new tech jobs, representing a 34% year-over-year increase. This significant year over year growth is encouraging and, I believe, reflects that a broader recovery is starting to take place across our industry. AI initiatives are increasingly driving demand for tech professionals. As businesses ramp up their investment in AI technology initiatives, we believe our 8.8 million technologist profiles and our proprietary tech skills mapping and search algorithms, will be essential tools for employers looking to find the ideal candidates for their open tech job postings."

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Updating 2024 full-year guidance, Raime Leeby, CFO of DHI Group, commented:

"While we expect our bookings to return to growth next year, we expect our fourth quarter bookings to be down 8% to 10% year over year, and we expect our revenue for the fourth quarter to be down 7% to 8% year over year. From a profitability perspective, we continue to target an Adjusted EBITDA margin of 24% for the full year."

Chief Financial Officer Transition

Today, DHI announced that Raime Leeby will step down as Chief Financial Officer effective November 15, 2024, to pursue an opportunity outside DHI. Greg Schippers will assume the role of Interim Chief Financial Officer ("Interim CFO") at that time.

"Raime will be leaving at the end of the week to pursue an exciting opportunity with a former employer," said Art Zeile, CEO of DHI Group. “We are grateful for her outstanding contributions as CFO, during which she strengthened our finance team's processes, accountability, and culture. Greg Schippers, our current Vice President of Finance and Controller, with over 10 years of experience at DHI Group, will step in as Interim CFO, bringing strong expertise in financial planning, fiscal oversight, and strategic decision-making. We are confident in his ability to lead our finance team forward. We will miss Raime and wish her all the best in this new chapter."

Conference Call Information

Art Zeile, President and Chief Executive Officer, and Raime Leeby, Chief Financial Officer, will host a conference call today, November 12, 2024, at 5:00 p.m. Eastern Time to discuss the Company’s financial results and recent developments.

The call can be accessed by dialing 844-890-1790 (in the U.S.) or 412-380-7407 (outside the U.S.). Please ask to be placed into the DHI Group, Inc. call. A live webcast of the call will simultaneously be available through the Investor Relations section of the Company’s website, https://www.dhigroupinc.com, and available for replay after the call ends. 

About DHI Group, Inc.

DHI Group, Inc (NYSE: DHX) is a provider of AI-powered career marketplaces that focus on technology roles. DHI’s two brands, Dice and ClearanceJobs, enable recruiters and hiring managers to efficiently search for and connect with highly skilled technology professionals based on the skills requested. The Company’s patented algorithm manages over 100,000 unique technology skills. Additionally, our marketplaces allow tech professionals to find their ideal next career opportunity, with relevant advice and personalized insights. Learn more at www.dhigroupinc.com.

Forward-Looking Statements

This press release and oral statements made from time to time by our representatives contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include, without limitation, information concerning our possible or assumed future financial condition, liquidity and results of operations, including expectations (financial or otherwise), our strategy, plans, objectives,
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and intentions, growth potential, and statements regarding our 2024 financial outlook. These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” "target" or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to execute our tech-focused strategy, competition from existing and future competitors in the highly competitive markets in which we operate, failure to adapt our business model to keep pace with rapid changes in the recruiting and career services business, failure to maintain and develop our reputation and brand recognition, failure to increase or maintain the number of customers who purchase recruitment packages, cyclicality or downturns in the economy or industries we serve, uncertainty in respect to the regulation of data protection and data privacy, failure to attract qualified professionals to our websites or grow the number of qualified professionals who use our websites, failure to successfully identify or integrate acquisitions, U.S. and foreign government regulation of the Internet and taxation, our ability to borrow funds under our revolving credit facility or refinance our indebtedness and restrictions on our current and future operations under such indebtedness. These factors and others are discussed in more detail in the Company’s filings with the Securities and Exchange Commission, all of which are available on the Investors page of our website at www.dhigroupinc.com, including the Company’s most recently filed reports on Form 10-K and Form 10-Q and subsequent filings under the headings “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should keep in mind that any forward-looking statement made by the Company or its representatives herein, or elsewhere, speaks only as of the date on which it is made. New risks and uncertainties come up from time to time, and it is impossible to predict these events or how they may affect us. We have no obligation to update any forward-looking statements after the date hereof, except as required by applicable federal securities laws.

Investor Contact
Todd Kehrli or Jim Byers
MKR Investor Relations, Inc.
212-448-4181
ir@dhigroupinc.com

Media Contact
Rachel Ceccarelli
VP of Engagement
212-448-8288
media@dhigroupinc.com

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Notes Regarding the Use of Non-GAAP Financial Measures

The Company has provided certain non-GAAP financial information as additional information for its operating results. These measures are not in accordance with, or alternatives to, measures in accordance with generally accepted accounting principles in the United States (“GAAP”) and may be different from similarly titled non-GAAP measures reported by other companies. The Company believes that its presentation of non-GAAP measures, such as Adjusted EBITDA, Adjusted EBITDA Margin, and non-GAAP Earnings Per Share provides useful information to management and investors regarding certain financial and business trends relating to the Company's financial condition and results of operations. In addition, the Company’s management uses these measures for reviewing the financial results of the Company and for budgeting and planning purposes. Non-GAAP results exclude the impact of items that management believes affect the comparability or underlying business trends in our condensed consolidated financial statements in the periods presented. The non-GAAP measures apply to consolidated results or other measures as shown within this document. The Company has provided required reconciliations to the most comparable GAAP measures elsewhere in the document.

Non-GAAP Earnings Per Share (Previously titled Adjusted Diluted Earnings Per Share)

Non-GAAP Earnings Per Share is a non-GAAP performance measure that management believes is useful to investors and management in understanding our ongoing operations and in the analysis of operating trends. Non-GAAP Earnings Per Share is computed as diluted earnings per share plus or minus the impacts of certain non-cash and other items, including non-cash stock-based compensation, impairments, costs related to reorganizing the Company, including severance and related costs, gains or losses on investments, restructuring charges, and discrete tax items.

Non-GAAP Earnings Per Share is not a measurement of our financial performance under GAAP and should not be considered as an alternative to diluted earnings per share, net income, or any other performance measures derived in accordance with GAAP as a measure of our profitability.

The Company revised its definition of non-GAAP Earnings Per Share beginning with the first quarter of 2024 to exclude the impact of non-cash stock-based compensation in an effort to provide a more transparent and comparable view of its financial performance. Accordingly, all prior periods presented have been recast to reflect the current definition.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures used by management to measure operating performance. Management uses Adjusted EBITDA and Adjusted EBITDA Margin as performance measures for internal monitoring and planning, including preparation of annual budgets, analyzing investment decisions and evaluating profitability and performance comparisons between us and our competitors. The Company also uses these measures to calculate amounts of performance-based compensation under the senior management incentive bonus program. Adjusted EBITDA represents net income plus (to the extent deducted in calculating such net income) interest expense, income tax expense, depreciation and amortization, and items such as non-cash stock-based compensation, certain write-offs in connection with indebtedness, impairment charges with respect to long-lived assets, expenses incurred in connection with an equity offering or any other offering of securities by the Company, extraordinary or non-recurring non-cash expenses or losses, losses from equity method investments, transaction costs in connection with the credit agreement, deferred revenue written off in connection with acquisition purchase accounting adjustments, write-off of non-cash stock-based compensation expense, severance and retention costs related to dispositions and reorganizations of the Company, impairment of investment, restructuring
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charges and losses related to legal claims and fees that are unusual in nature or infrequent, minus (to the extent included in calculating such net income) non-cash income or gains, including income from equity method investments, interest income, business interruption insurance proceeds, and gains related to legal claims that are unusual in nature or infrequent.
Adjusted EBITDA Margin is computed as Adjusted EBITDA divided by revenue.
We also consider Adjusted EBITDA and Adjusted EBITDA Margin, as defined above, to be important indicators to investors because they provide information related to our ability to provide cash flows to meet future debt service, capital expenditures, working capital requirements, and to fund future growth. We present Adjusted EBITDA and Adjusted EBITDA Margin as supplemental performance measures because we believe that these measures provide our board of directors, management and investors with additional information to measure our performance, provide comparisons from period to period by excluding potential differences caused by variations in capital structures (affecting interest expense) and tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses), and to estimate our value.
We understand that although Adjusted EBITDA and Adjusted EBITDA Margin are frequently used by securities analysts, lenders and others in their evaluation of companies, Adjusted EBITDA and Adjusted EBITDA Margin have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our liquidity or results as reported under GAAP. Some limitations are:

•Adjusted EBITDA and Adjusted EBITDA Margin do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;
•Adjusted EBITDA and Adjusted EBITDA Margin do not reflect changes in, or cash requirements for, our working capital needs;
•Adjusted EBITDA and Adjusted EBITDA Margin do not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our debt;
•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA and Adjusted EBITDA Margin do not reflect any cash requirements for such replacements; and
•Other companies in our industry may calculate Adjusted EBITDA and Adjusted EBITDA Margin differently than we do, limiting their usefulness as comparative measures.
To compensate for these limitations, management evaluates our liquidity by considering the economic effect of excluded expense items independently, as well as in connection with its analysis of cash flows from operations and through the use of other financial measures, such as capital expenditure budget variances, investment spending levels and return on capital analysis.
Adjusted EBITDA and Adjusted EBITDA Margin are not measurements of our financial performance under GAAP and should not be considered as an alternative to revenue, operating income, net income, net income margin, cash provided by operating activities, or any other performance measures derived in accordance with GAAP as a measure of our profitability or liquidity.

5

DHI GROUP, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
     (in thousands, except per share amounts)
For the three months ended September 30,For the nine months ended September 30,
2024202320242023
Revenue$35,283 $37,433 $107,141 $114,591 
Operating expenses:
Cost of revenue5,068 4,971 15,145 14,839 
Product development4,776 4,432 14,303 13,284 
Sales and marketing11,585 14,036 36,302 44,819 
General and administrative7,574 7,210 22,097 23,871 
Depreciation4,542 4,241 13,584 12,576 
Restructuring1,111 302 1,111 2,417 
Total operating expenses34,656 35,192 102,542 111,806 
Operating income 627 2,241 4,599 2,785 
Income from equity method investment23 153 325 428 
Gain on sale of investment— 614 — 614 
Impairment of investment— (300)(400)(300)
Interest expense and other(755)(939)(2,546)(2,616)
Income (loss) before income taxes(105)1,769 1,978 911 
Income tax expense (benefit)95 759 2,747 (432)
Net income (loss)$(200)$1,010 $(769)$1,343 
Basic earnings (loss) per share$— $0.02 $(0.02)$0.03 
Diluted earnings (loss) per share$— $0.02 $(0.02)$0.03 
Weighted-average basic shares outstanding44,873 43,405 44,550 43,582 
Weighted-average diluted shares outstanding44,873 44,324 44,550 44,579 

6

DHI GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Cash flows from (used in) operating activities:
Net income (loss)$(200)$1,010 $(769)$1,343 
Adjustments to reconcile net income (loss) to net cash flows from (used in) operating activities:
Depreciation4,542 4,241 13,584 12,576 
Deferred income taxes(400)(1,104)(350)(3,179)
Amortization of deferred financing costs37 37 109 109 
Stock-based compensation1,814 2,168 6,118 7,722 
Income from equity method investment(23)(153)(325)(428)
Gain on sale of investments— (614)— (614)
Impairment of investment— 300 400 300 
Change in accrual for unrecognized tax benefits61 85 174 388 
Changes in operating assets and liabilities:
Accounts receivable2,617 399 2,572 2,236 
Prepaid expenses and other assets(92)(1,079)489 (750)
Capitalized contract costs— 948 (714)3,273 
Accounts payable and accrued expenses2,440 1,758 (1,808)(7,799)
Income taxes receivable/payable43 1,304 (96)73 
Deferred revenue(5,355)(4,590)(3,058)(2,020)
Other, net42 937 350 494 
Net cash flows from operating activities5,526 5,647 16,676 13,724 
Cash flows from (used in) investing activities:
Cash received from sale of investment— 4,941 — 4,941 
Purchases of fixed assets(3,233)(5,767)(11,146)(14,988)
Net cash flows used in investing activities(3,233)(826)(11,146)(10,047)
Cash flows from (used in) financing activities:
Payments on long-term debt(3,000)(11,000)(19,000)(23,000)
Proceeds from long-term debt— 8,000 13,000 33,000 
Payments under stock repurchase plan— — — (6,896)
Purchase of treasury stock related to vested restricted and performance stock units(175)(821)(1,808)(6,211)
Proceeds from issuance of common stock through ESPP— — 145 148 
Net cash flows used in financing activities(3,175)(3,821)(7,663)(2,959)
Net change in cash for the period(882)1,000 (2,133)718 
Cash, beginning of period2,955 2,724 4,206 3,006 
Cash, end of period$2,073 $3,724 $2,073 $3,724 
7

DHI GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands)
ASSETSSeptember 30, 2024December 31, 2023
Current assets
Cash$2,073 $4,206 
Accounts receivable, net19,653 22,225 
Income taxes receivable317 221 
Prepaid and other current assets3,964 4,237 
Total current assets26,007 30,889 
Fixed assets, net21,896 25,272 
Capitalized contract costs7,078 6,364 
Operating lease right-of-use assets6,810 4,759 
Investments1,926 1,918 
Acquired intangible assets23,800 23,800 
Goodwill128,100 128,100 
Other assets3,776 4,100 
Total assets$219,393 $225,202 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses$14,662 $17,408 
Deferred revenue46,113 49,463 
Operating lease liabilities1,857 2,006 
Total current liabilities62,632 68,877 
Deferred revenue800 508 
Operating lease liabilities9,170 6,543 
Long-term debt32,000 38,000 
Deferred income taxes1,864 2,214 
Accrual for unrecognized tax benefits1,206 1,032 
Other long-term liabilities409 486 
Total liabilities108,081 117,660 
Total stockholders’ equity111,312 107,542 
Total liabilities and stockholders’ equity$219,393 $225,202 

8

Supplemental Information and Non-GAAP Reconciliations
On the pages that follow, we have provided certain supplemental information that we believe will assist the reader in assessing our business operations and performance, including certain non-GAAP financial information and required reconciliations to the most directly comparable GAAP measure. A statement of operations and statement of cash flows for the three and nine month periods ended September 30, 2024 and 2023 and balance sheets as of September 30, 2024 and December 31, 2023 are provided elsewhere in this press release.


















































9

DHI GROUP, INC.
NON-GAAP & SUPPLEMENTAL DATA
(Unaudited)
(in thousands, except per share and customer data)
Revenue
Q3 2024Q3 2023$ Change% Change
ClearanceJobs$13,415 $12,663 $752 6%
Dice1
21,868 24,770 (2,902)(12)%
Total Revenue$35,283 $37,433 $(2,150)(6)%
Net income (loss)2
$(200)$1,010 $(1,210)(120)%
Net income (loss) margin3
(1)%3 %n.m.n.m.
Diluted earnings (loss) per share2
$— $0.02 $(0.02)— %
Non-GAAP earnings per share5
$0.05 $0.06 $— (17)%
Adjusted EBITDA5
$8,619 $9,392 $(773)(8)%
Adjusted EBITDA margin5
24 %25 %n.m.n.m.
Revenue
YTD 2024YTD 2023$ Change% Change
ClearanceJobs$39,538 $36,639 $2,899 8%
Dice1
67,603 77,952 (10,349)(13)%
Total Revenue$107,141 $114,591 $(7,450)(7)%
Net income (loss)4
$(769)$1,343 $(2,112)(157)%
Net income (loss) margin3
(1)%1 %n.m.n.m.
Diluted earnings (loss) per share4
$(0.02)$0.03 $— (167)%
Non-GAAP earnings per share5
$0.17 $0.18 $— (6)%
Adjusted EBITDA5
$26,160 $26,191 $(31)— %
Adjusted EBITDA margin5
24 %23 %n.m.n.m.
(1) Includes Dice and Career Events
(2) For the three months ended September 30, 2024, net loss and diluted loss per share includes the negative impact of non cash stock-based compensation, restructuring and severance and related costs of $3.5 million ($2.6 million net of tax), and discrete tax items of $0.1 million resulting in a net negative impact of $2.7 million, or $0.05 per diluted share. For the three months ended September 30, 2023, net income and diluted earnings per share includes the net negative impact of non cash stock-based compensation, restructuring, impairment, gain on investment and severance and related costs of $2.4 million ($1.8 million net of tax), resulting in a net negative impact of $1.8 million, or $0.04 per diluted share
(3) Net income (loss) margin and Adjusted EBITDA Margin are calculated by dividing the respective measure by that period's revenue.
(4) For the nine months ended September 30, 2024, net loss and diluted loss per share includes the net negative impact of non cash stock-based compensation, restructuring, impairment, gain on investment and severance and related costs of $8.1 million ($6.1 million net of tax), and discrete tax items of $2.3 million resulting in a net negative impact of $8.4 million, or $0.19 per diluted share. For the nine months ended September 30, 2023, net income and diluted earnings per share includes the net negative impact of non cash stock-based compensation, restructuring, impairment, gain on investment and severance and related costs of $10.1 million ($7.5 million net of tax), and discrete tax items of $0.9 million, resulting in a net negative impact of $6.6 million, or $0.15 per diluted share
(5) See "Notes Regarding the Use of Non-GAAP Financial Measures" elsewhere in this press release.










10

DHI GROUP, INC.
NON-GAAP & SUPPLEMENTAL DATA (CONTINUED)
(Unaudited)
(in thousands, except per share and customer data)

Bookings1
Q3 2024Q3 2023$ Change% Change
ClearanceJobs$12,581 $12,091 $490 4 %
Dice16,301 19,112 (2,811)(15)%
Total Bookings$28,882 $31,203 $(2,321)(7)%
YTD 2024YTD 2023$ Change% Change
ClearanceJobs$40,737 $38,499 $2,238 6 %
Dice66,908 78,573 (11,665)(15)%
Total Bookings$107,645 $117,072 $(9,427)(8)%
(1) Bookings represent the value of all contractually committed services in which the contract start date is during the period and will be recognized as revenue within 12 months of the contract start date. For contracts that extend beyond 12 months, the value of those contracts beyond 12 months is recognized as bookings on each annual anniversary of each contract start date valued as the amount of revenue that will be recognized within 12 months of the respective anniversary date.

Average Annual Revenue per Recruitment Package Customer1
Q3 2024Q3 2023$ Change% Change
ClearanceJobs$24,762 $21,422 $3,340 16 %
Dice$16,330 $15,531 $799 5 %
YTD 2024YTD 2023$ Change% Change
ClearanceJobs$24,029 $20,928 $3,101 15 %
Dice$16,207 $15,578 $629 4 %
(1) Calculated by dividing recruitment package customer revenue by the daily average count of recruitment package customers during each month, adjusted to reflect a 30-day month. The simple average of each month is used to derive the amount for each period and then annualized to reflect 12 months.

Renewal Rates
Renewal Rate on Revenue:Q3 2024Q3 2023YTD 2024YTD 2023
ClearanceJobs91 %94 %95 %94 %
Dice74 %78 %79 %86 %
Renewal Rate on Count:
ClearanceJobs78 %81 %79 %82 %
Dice69 %73 %72 %79 %

Retention Rates1
Q3 2024Q3 2023YTD 2024YTD 2023
ClearanceJobs109 %112 %112 %110 %
Dice96 %99 %99 %102 %
(1) For customers that renewed their annual recruitment packages during the period, the retention rate represents the total contract value renewed, relative to the previous total contract value.
11

DHI GROUP, INC.
NON-GAAP & SUPPLEMENTAL DATA (CONTINUED)
(Unaudited)
(in thousands, except per share and customer data)
Recruitment Package Customers
September 30, 2024September 30, 2023Change% Change
ClearanceJobs1,982 2,054 (72)(4)%
Dice4,868 5,752 (884)(15)%

Deferred Revenue and Backlog1
Comparison to Prior Year EndComparison Year Over Year
September 30, 2024December 31, 2023$ Change% ChangeSeptember30, 2023$ Change% Change
Deferred Revenue$46,913 $49,971 $(3,058)(6)%$48,844 $(1,931)(4)%
Contractual commitments not invoiced56,595 58,126 (1,531)(3)%59,559(2,964)(5)%
Backlog$103,508 $108,097 $(4,589)(4)%$108,403$(4,895)(5)%
(1) Backlog consists of deferred revenue plus customer contractual commitments not invoiced representing the value of future services to be rendered under committed contracts.

Non-GAAP Earnings Per Share(1)
Q3 2024Q3 2023YTD 2024YTD 2023
Reconciliation of Diluted Earnings Per Share to non-GAAP Earnings per Share:
Diluted earnings (loss) per share$— $0.02 $(0.02)$0.03 
Non-cash stock-based compensation(2) (3)
0.04 0.04 0.14 0.16 
Non-cash stock-based compensation, tax impact(4)
(0.01)(0.01)(0.03)(0.04)
Impairments(3)
— 0.01 0.01 0.01 
Severance and related costs(3)
0.01 0.01 0.02 0.03 
Gain on investments(3)
— (0.01)(0.01)(0.02)
Restructuring(3)
0.02 0.01 0.03 0.05 
Restructuring, tax impact(4)
(0.01)— (0.01)(0.01)
Discrete tax items(5)
— — 0.05 (0.02)
Other(6)
— (0.01)(0.01)(0.01)
Non-GAAP earnings per share$0.05 $0.06 $0.17 $0.18 
Weighted average shares outstanding used in computing diluted earnings (loss) per share44,873 44,324 44,550 44,579 
Weighted average shares outstanding used in computing non-GAAP earnings per share45,289 44,324 44,983 44,579 
(1) Non-GAAP earnings per share was previously titled Adjusted Diluted Earnings Per Share.
(2) The Company revised its definition of non-GAAP earnings per share beginning with the first quarter of 2024 to exclude the impact of non-cash stock-based compensation expense. All prior periods have been recast to conform with the revised definition. See "Notes Regarding the Use of Non-GAAP Financial Measures" elsewhere in the document.
(3) Non-GAAP adjustment is presented on a gross basis, which excludes the impact of income taxes.
(4) The Company utilized a federal rate plus a net state rate that excluded the impact of share-based compensation awards and other discrete
items to calculate its non-GAAP blended statutory income tax rate of 25% for the three and nine months ended September 30, 2024 and 2023. The non-GAAP rate has been applied to compute the tax impact of non-GAAP adjustments.
(5) Discrete tax items resulted from the tax impacts of share-based compensation awards and from state taxes related to research and development expenditures in the nine months ended September 30, 2024 and 2023.
(6) Adjusts, as applicable, for the share impact of common stock equivalents, where dilutive, and for the impacts of rounding.
12

DHI GROUP, INC.
NON-GAAP & SUPPLEMENTAL DATA (CONTINUED)
(Unaudited)
(in thousands, except per share and customer data)
Adjusted EBITDA Reconciliations
Q3 2024Q3 2023YTD 2024YTD 2023
Reconciliation of Net Income (Loss) to Adjusted EBITDA:
Net income (loss)$(200)$1,010 $(769)$1,343 
Interest expense755 939 2,546 2,616 
Income tax expense (benefit)95 759 2,747 (432)
Depreciation4,542 4,241 13,584 12,576 
Non-cash stock-based compensation1,814 1,989 6,118 7,273 
Income from equity method investment(23)(153)(325)(428)
Gain on sale of investments— (614)— (614)
Impairment of investment— 300 400 300 
Severance and related costs525 619 748 1,140 
Restructuring1,111 302 1,111 2,417 
Adjusted EBITDA$8,619 $9,392 $26,160 $26,191 
Reconciliation of Cash Flows from Operating Activities to Adjusted EBITDA:
Net cash provided by operating activities$5,526 $5,647 $16,676 $13,724 
Interest expense755 939 2,546 2,616 
Amortization of deferred financing costs(37)(37)(109)(109)
Income tax expense (benefit)95 759 2,747 (432)
Deferred income taxes400 1,104 350 3,179 
Change in accrual for unrecognized tax benefits(61)(85)(174)(388)
Change in accounts receivable(2,617)(399)(2,572)(2,236)
Change in deferred revenue5,355 4,590 3,058 2,020 
Severance and related costs525 619 748 1,140 
Restructuring1,111 302 1,111 2,417 
Changes in working capital and other(2,433)(4,047)1,779 4,260 
Adjusted EBITDA$8,619 $9,392 $26,160 $26,191 

A reconciliation of Adjusted EBITDA Margin for the three and nine months ended September 30, 2024 and 2023 follows (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Revenue$35,283 $37,433 $107,141 $114,591 
Net income (loss)$(200)$1,010 $(769)$1,343 
Net income (loss) margin(1)
(1)%3 %(1)%1 %
Adjusted EBITDA$8,619 $9,392 $26,160 $26,191 
Adjusted EBITDA Margin(1)
24 %25 %24 %23 %
(1) Net income margin and Adjusted EBITDA Margin are calculated by dividing the respective measure by that period's revenue.

13

Guidance
Earlier in this press release, the Company provided guidance for Adjusted EBITDA margin, which is a non-GAAP financial measure. We are unable to reconcile expected Adjusted EBITDA margin to its nearest GAAP measure without unreasonable efforts because we are unable to predict with a reasonable degree of certainty the actual impact of items such as non-cash stock-based compensation, impairments, income tax expense, gains or losses from equity method investments, severance and retention costs, restructuring charges and legal claims and fees. By their very nature, these items are difficult to anticipate with precision because they are generally associated with unexpected and unplanned events that impact our company and its financial results. Therefore, we are unable to provide a reconciliation of this non-GAAP financial measure without unreasonable efforts.
14
v3.24.3
Document and Entity Information
Nov. 11, 2024
Document and Entity Information [Abstract]  
Document Period End Date Nov. 11, 2024
Entity Registrant Name DHI Group, Inc.
Entity Incorporation, State or Country Code DE
Entity Address, Postal Zip Code 80111
City Area Code 212
Local Phone Number 448-6605
Entity Address, City or Town Centennial
Entity Address, Address Line Two Suite 400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol DHX
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity File Number 001-33584
Entity Tax Identification Number 20-3179218
Entity Address, Address Line One 6465 South Greenwood Plaza
Entity Central Index Key 0001393883
Document Fiscal Year Focus 2024
Document Fiscal Period Focus Q3
Amendment Flag false
Entity Address, State or Province CO
Document Type 8-K
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