Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is listed on the NYSE under the ticker symbol “DHX”. We have not listed our stock on any other markets or exchanges. Prior to July 18, 2007, there was no public market for our common stock.
Holders
As of December 31, 2020, there were 23 stockholders of record of our common stock. A significant number of the outstanding shares of common stock which are beneficially owned by individuals and entities are registered in the name of Cede & Co. Cede & Co. is a nominee of The Depository Trust Company, a securities depository for banks and brokerage firms.
Dividend Policy
We have not declared or paid any cash dividends on our stock as a public company. We currently anticipate that all future earnings will be retained by the Company to support our long-term growth strategy. Accordingly, we do not anticipate paying periodic cash dividends on our stock for the foreseeable future.
Furthermore, we are restricted by our Credit Agreement in the amount of cash dividends that we can pay.
The payment of any future dividends will be at the discretion of our board of directors and subject to the Credit Agreement and will depend upon, among other things, future earnings, operations, capital requirements, our general financial condition, contractual restrictions and general business conditions.
Repurchases of Equity Securities
Our board of directors approved a stock repurchase program that permitted the Company to repurchase our common stock. The following table summarizes the stock repurchase plans approved by the board of directors:
May 2018 to May 2019 May 2019 to May 2020 May 2020 to May 2021
Approval Date May 2018 April 2019 May 2020
Authorized Repurchase Amount of Common Stock $7 million $7 million $5 million
Under each plan, management has discretion in determining the conditions under which shares may be purchased from time to time.
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During the three months ended December 31, 2020, purchases of our common stock pursuant to the Stock Repurchase Plans were as follows:
Period (a) Total Number of Shares Purchased [1] (b) Average Price Paid per Share [2] (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
October 1 through October 31, 2020 88,214 $ 2.21 88,214 $ 3,418,295
November 1 through November 30, 2020 234,675 $ 1.92 234,675 $ 2,968,803
December 1 through December 31, 2020 873,436 $ 2.13 873,436 $ 1,107,534
Total 1,196,325 $ 2.09 1,196,325
[1] No shares of our common stock were purchased other than through a publicly announced plan or program.
[2] Average price paid per share includes costs associated with the repurchases.
Securities Authorized for Issuance under Equity Compensation Plans
The following table sets forth information required by this item as of December 31, 2020 regarding compensation plans under which the Company’s equity securities are authorized for issuance:
(a) (b) (c)
Number of
Securities to
be Issued
upon
Exercise of
Outstanding
Options, Warrants and Rights Weighted-
Average
Exercise
Price of
Outstanding
Options, Warrants and Rights ($) Number of
Securities
Remaining
Available for
Future
Issuance
Under Equity
Compensation
Plans
(Excluding
Securities
Reflected in
Column (a))
Plan Category
Equity compensation plans approved by security holders 110,000 $ 7.40 5,345,414
Equity compensation plans not approved by security holders n/a n/a n/a
Total 110,000 $ 7.40 5,345,414
For material features of the plans, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Stock-Based Compensation.”
Performance Graph
The following graph shows the total shareholder return of an investment of $100 in cash on December 31, 2015 through December 31, 2020 (the last trading day of our common stock on the NYSE in 2020) for (i) our common stock, (ii) the Russell 2000 and (iii) the Dow Jones Internet Composite Index, at the closing price on December 31, 2020. All values assume reinvestment of the full amount of all dividends, if any.
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12/31/2015 12/31/2016 12/31/2017 12/31/2018 12/31/2019 12/31/2020
DHX $ 100.00 $ 68.16 $ 20.72 $ 16.58 $ 32.82 $ 24.21
Russell 2000 $ 100.00 $ 121.31 $ 139.08 $ 123.76 $ 155.35 $ 186.36
Dow Jones Internet Composite Index $ 100.00 $ 107.27 $ 148.12 $ 157.76 $ 188.76 $ 288.80
The returns shown on the graph do not necessarily predict future performance. The performance graph is not deemed “filed” with the SEC.
Item 6. Selected Financial Data
The information set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K (this “Annual Report”).
The following consolidated statements of operations data for the years ended December 31, 2020, 2019 and 2018 and the consolidated balance sheet data as of December 31, 2020 and 2019 have been derived from the audited consolidated financial statements and related notes of DHI Group, Inc. for such years, which are included elsewhere in this Annual Report. The consolidated statements of operations data for the years ended December 31, 2017 and 2016 and the consolidated balance sheet data as of December 31, 2018, 2017 and 2016 have been derived from the audited consolidated financial statements and related notes of DHI Group, Inc. for such years, which are not included in this Annual Report.
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For the year ended December 31,
2020 (4) 2019 2018 (3) 2017 (2) 2016 (1)
(in thousands, except per share information)
Revenues $ 136,878 $ 149,370 $ 161,570 $ 207,950 $ 226,970
Operating expenses 166,483 131,808 153,247 195,077 223,579
Other operating income (loss) — (537) 3,369 9,992 —
Operating income (loss) (29,605) 17,025 11,692 22,865 3,391
Income (loss) before income taxes (32,434) 16,324 9,602 19,397 (119)
Net income (loss) $ (30,015) $ 12,551 $ 7,174 $ 15,978 $ (5,398)
Basic earnings (loss) per share $ (0.62) $ 0.26 $ 0.15 $ 0.33 $ (0.11)
Diluted earnings (loss) per share $ (0.62) $ 0.24 $ 0.14 $ 0.33 $ (0.11)
Weighted average shares outstanding:
Basic 48,278 48,739 48,520 47,908 48,319
Diluted 48,278 51,633 49,605 48,230 48,319
For the year ended December 31,
2020 (4) 2019 2018 (3) 2017 (2) 2016 (1)
Other Financial Data: (in thousands)
Net cash from operating activities $ 18,683 $ 22,923 $ 14,918 $ 34,409 $ 44,997
Depreciation and amortization 12,019 9,743 9,762 11,890 16,636
Capital expenditures (16,104) (14,188) (10,053) (13,222) (11,699)
Net cash from (used in) investing activities (15,904) (11,505) 7,489 (775) (10,770)
Net cash used in financing activities (542) (12,423) (27,174) (44,781) (44,634)
At December 31,
2020 (4) 2019 2018 (3) 2017 (2) 2016 (1)
Balance Sheet Data: (in thousands)
Cash and cash equivalents $ 7,640 $ 5,381 $ 6,472 $ 12,068 $ 22,987
Acquired intangible assets, net 23,800 39,000 39,000 45,737 49,120
Goodwill 133,353 156,059 153,974 170,791 171,745
Total assets 240,987 278,321 258,385 295,718 310,095
Deferred revenue 43,494 51,626 56,086 83,646 84,615
Long-term debt, net 19,583 9,435 17,288 41,450 84,760
Total stockholders’ equity 127,570 161,195 145,355 132,641 103,883
(1) Reflects the sale of Slashdot Media in January 2016 and the impairment of goodwill and intangible assets of $24.6 million related to the Energy reporting unit.
(2) Reflects the sale of Health eCareers on December 4, 2017 and the discontinuance of getTalent in the third quarter of 2017.
(3) Reflects the transfer of majority ownership of the BioSpace business to BioSpace management on January 31, 2018, sale of the RigLogix portion of the Rigzone business on February 20, 2018, sale of Hcareers on May 22, 2018, transfer of majority ownership of the remaining Rigzone business to Rigzone management on August 31, 2018, and Dice Europe ceased operations August 31, 2018. On January 1, 2018, the Company adopted Topic 606, Revenue from Contracts with Customers. Refer to Note 3 of the Notes to Consolidated Financial Statements.
(4) Reflects the impairments of intangible assets and goodwill of $38.8 million and an equity investment of $2.0 million.