What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-02-12 compared with 2024-02-08 · 74 added, 64 removed, 252 unchanged (35% of the section changed)

9 unchanged sentences

$ 253 $ 3,491 (93) %

Net income margin — % 2 % n.m.

Diluted earnings per share (1)

5 unchanged sentences

25 % 24 % n.m.

(1) For the year ended December 31, 2023, net income and diluted earnings per share includes the net negative impact of impairment of investment, severance and related costs, gain on investment and restructuring, all net of tax, and discrete tax items of $0.9 million, or $0.02 per diluted share.

Net income and diluted earnings per share for the year ended December 31, 2022 includes the net positive impact of income from investments, proceeds from settlement, impairments and severance and related costs, all net of tax, and discrete tax items of $1.9 million, or $0.04 per share.

(1) For the year ended December 31, 2024, 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, professional fees and related costs of $11.2 million ($8.5 million net of tax), and discrete tax items of $2.3 million resulting in a net negative impact of $10.8 million, or $0.23 per diluted share.

For the year ended December 31, 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, professional fees and related costs of $12.2 million ($9.1 million net of tax), and discrete tax items of $1.1 million resulting in a net negative impact of $8.0 million, or $0.18 per diluted share.

(2) For a description of these non-GAAP measures and reasons why management believes they provide useful information to investors, please see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations, Non-GAAP Financial Measures” located elsewhere in this report.

2024 Highlights

In 2023, DHI focused its efforts on operating effectively and efficiently while continuing to strengthen its industry-leading product offerings expertly helping employers find, attract and hire top tech talent, and assisting technology professionals with managing their careers amidst ongoing uncertainty in the economy impacting tech hiring.

Despite the weak demand environment, DHI continued to grow revenue, albeit at a reduced 1% rate.

More importantly, DHI managed expenses carefully, which drove Adjusted EBITDA margin from 21% in 2022 to 24% in 2023.

Dice delivered multiple product releases enhancing the client and technologist experience and ClearanceJobs added the community engagement features of a social network for its security cleared professionals to create even higher levels of engagement.

DHI also won several employer branding awards, demonstrating its commitment to a vibrant and engaged culture.

Stable Financial Performance

Despite the over 40% down shift in tech job postings this past year due to the uncertain economic environment, DHI achieved 1% year over year revenue growth.

We believe that as the demand for technology professionals normalizes, DHI will return to a higher growth rate, especially given the interest in Artificial Intelligence (AI) skills that are expected to define this decade.

Dice and ClearanceJobs 2023 revenue renewal rates remained strong at 85% and 95%, respectively, while retention rates for the year were 101% for Dice and 111% for ClearanceJobs, demonstrating larger more stable clients continue to find value in our services.

Our churn continued to be isolated to smaller clients with less than $10,000 in annual spend.

DHI also improved its Adjusted EBITDA Margin to 24% while continuing to invest in future growth for when the economy stabilizes.

Recognizing the continued risks inherent in the economy, the company is favoring lower debt in the current environment.

Cash was $4.2 million at the end of 2023 and total debt was $38.0 million under our $100 million facility.

Leading Engagement for Tech/Cleared Candidates

Dice’s Match AI algorithms continued to improve this year, driven by years of training on job postings and candidate profiles to validate a tech professional's skills and experience.

Dice’s new Connections feature encourages technology candidates and recruiters to form connections through respective profiles and view these connections in a network dashboard, helping recruiters build a pipeline of relevant candidates and allowing tech professionals to engage with companies of interest.

Both Dice and ClearanceJobs released the “Expressed Interest” feature allowing candidates to show interest in a job posting short of filling out a lengthy job application.

This feature has already been used hundreds of thousands of times since it launched in March 2023.

ClearanceJobs released its first native mobile app allowing candidates to engage in their search process on a smartphone device.

Inspired and Respected Place to Work We firmly believe that the success of our company starts with our culture and ability to attract and retain great team members.

For the second time, DHI was certified as Great Place to Work®, it ranked 47th on Newsweek’s list of Top 100 Most Loved Workplaces for 2023 and was named as a Fast Company Best Workplace for Innovators in 2023.

Additionally, the Company re-opened a larger office in New York City to support its vibrant sales team and recently moved to a new modern office space in Des Moines, Iowa to further establish its hybrid work environment and foster its culture of collaboration.

Given the lessened demand for hiring tech professionals, we focused our attention on improving our users' experience and on improving our profitability.

Additionally, our two brands, ClearanceJobs and Dice, introduced a number of new products to increase engagement and connections between candidates and recruiters.

In recognition of DHI's culture of caring for employees, the Company received several employer awards.

Financial Performance

DHI’s revenue and customer count has tracked the overall demand for tech talent over the past two years.

Revenue in 2024 declined by 7% year over year.

The number of new tech job postings did inflect, however, and grew slowly in the latter part of 2024.

With that shift we believe DHI will return to revenue growth over time.

ClearanceJobs and Dice revenue renewal rates were 95% and 78%, respectively, while retention rates for the year were solid at 111% for ClearanceJobs and 98% for Dice.

Our churn is attributable to smaller customers, rather than larger established firms.

DHI Group's net income margin decreased from 2% in 2023 to 0% in 2024 while Adjusted EBITDA margin 1 improved from 24% in 2023 to 25% in 2024.

In addition, DHI's capitalized development costs, which are included in purchases of fixed assets, declined $3.9 million in 2024 to $12.5 million.

We are committed to balancing profitability and cash flow with the need to invest in innovation.

Recognizing the continued risks inherent in the economy, the Company reduced its debt $6.0 million during 2024 to $32 million outstanding under our $100 million credit facility.

This resulted in a leverage ratio 2 of 0.9 times annual adjusted EBITDA.

Cash was $3.7 million at year end.

Engaging with tech and security-cleared candidates

As part of its “All Jobs” initiative, Dice sold a number of services in a bundled format including the opportunity for clients to post all their jobs without limitation with us.

As a result, we increased job volumes for technology professionals, strengthening the value proposition that Dice is the go-to-platform for advancing a tech career.

As a recognition of the importance of the increasing use of mobile phones in customers' business lives, we launched Dice Recruiter 1.0, the brand’s first mobile app for employers.

This iOS app helps recruiters stay connected with top tech talent even when on the go.

ClearanceJobs Live brings live streaming video content to the cleared community.

This allows recruiters a myriad of new ways to engage passive talent.

Dice launched an alpha version of its new webstore that allows recruiters to purchase individual Dice services short of a subscription without engaging with a sales-person.

We believe that this experience with Dice services reinforces the brand’s value proposition and will provide new growth for the platform.

An empowered and inspired team Company culture is a foundation for employee, organizational and overall success, fostering an environment where people feel valued and motivated.

In recognition of DHI’s culture of inclusivity, the Company received several employer awards including earning a Great Place to Work® certification for the third year in a row, landing #49 on Newsweek’s list of America’s Most Loved Workplaces, and earning a Best Company to Work for from U.S.

News & World Report.

Employees specifically appreciate the CEO, the environment for LGBTQIA+ team members as well as the attention to benefits for Parents and Caregivers.

We ended the year with a voluntary employee turnover rate of 5.7%, well below industry averages.

(1) For a description of these non-GAAP measures and reasons why management believes they provide useful information to investors, please see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations, Non-GAAP Financial Measures” located elsewhere in this report.

(2) Leverage Ratio, as defined in the Company's credit agreement, is computed by dividing debt by Adjusted EBITDA.

Company Profile

DHI was incorporated in Delaware on June 28, 2005 and is a leading provider of artificial intelligence-powered software products, online tools and services to deliver career marketplaces to candidates and employers globally.

DHI's brands — Dice and ClearanceJobs — enable recruiters and hiring managers to efficiently search, match and connect with highly skilled technologists in specialized fields, particularly technology and those with active government security clearances.

DHI's brands — ClearanceJobs and Dice — enable recruiters and hiring managers to efficiently search, match and connect with highly skilled technologists in specialized fields, particularly technology and those with active government security clearances.

Our mission is to empower technology professionals and organizations that hire them to compete and win through expert insights and relevant employment connections by delivering three key value propositions:

2 unchanged sentences

• Aggregating and analyzing workforce intelligence data to deliver specialized insights.

The majority of our revenues in 2023 were generated through the sale of recruitment packages, which allow customers to promote jobs on our websites and source candidates through our resume databases.

The majority of our revenues in 2024 were generated through the sale of recruitment packages, which allow customers to promote jobs on our websites, source candidates through our resume databases and connect with candidates in a two-sided marketplace model.

Recruitment packages are typically provided through contractual arrangements with annual, quarterly or monthly payment terms.

12 unchanged sentences

Each of our brands has a suite of offerings that help clients amplify their brand to reach more professionals.

Solutions include display advertising, email, enhanced job postings or company profiles, and social targeting.

Solutions include display advertising, email, and enhanced job postings or company profiles.

• Other Services.

In connection with our Dice and ClearanceJobs brands, DHI offers other services such as:

In connection with our ClearanceJobs and Dice brands, DHI offers other services such as:

1) virtual and live career events;

4 unchanged sentences

in Operation Specialized Focus Primary Source of Revenues

33 Technology and engineering in the U.S.

Recruitment packages 2 and career events

ClearanceJobs 22 Security-cleared professionals Recruitment packages 1

1 Includes Career Events

Dice 34 Technology and engineering in the U.S.

Recruitment packages 1

1 Recruitment packages are subscription based products that provide access to our candidate profiles and/or the ability to post jobs.

Dice has been a go-to destination for technology and engineering talent in the United States for over 30 years.

ClearanceJobs ClearanceJobs is the leading online career community dedicated to connecting security-cleared professionals with employers in a secure and private environment to fill the jobs that safeguard our nation.

Authorized U.S.

government contractors, federal agencies, national laboratories and universities utilize ClearanceJobs to quickly and easily find candidates with specific, active or current security clearance requirements in a range of disciplines.

The platform provides opportunities for employers and candidates to engage in real-time through messaging and live video, and for employers to promote differentiators through a multitude of branding products and features.

The majority of candidates with resumes on our site have high-level security clearance.

ClearanceJobs had approximately 56,000 job postings as of December 31, 2024 and during 2024, ClearanceJobs had, on average, 1.1 million monthly users.

Dice has been a go-to destination for technology and engineering talent in the United States for almost 35 years.

The job postings available on Dice, from both technology and non-technology companies across many industries, include positions for software engineers, big data professionals, systems administrators, database specialists, project managers, and a variety of other technology and engineering professionals.

9 unchanged sentences

Professionals can also learn more about a company’s tech culture, tech stack and what it’s like to work on the tech team through company profiles, then connect and chat with recruiters and hiring teams to talk directly about fit.

Authorized U.S.

The majority of candidates with resumes on our site have high-level security clearance.

ClearanceJobs had approximately 55,000 job postings as of December 31, 2023 and during 2023, ClearanceJobs had, on average, 750,000 monthly users.

We primarily operate in the talent discovery and acquisition segment of the broader market for human capital management services through career sites for technology professionals.

5 unchanged sentences

• Greater competition for professional talent .

The candidate-employer relationship has changed, with the balance of power shifting towards the candidates.

As more companies leverage technology to advance their business, employers will increasingly need to hire tech talent to compete.

25 unchanged sentences

Relevant employment connections .

When professionals post their resumes or apply for jobs on our websites, they can make valuable connections with organizations who prize their skills and expertise.

When professionals engage with jobs on our websites and through our mobile apps, they can make valuable connections with organizations who prize their skills and expertise.

Professionals can avoid having to “sort through the clutter” on generalist career sites and get the most out of their time by using our more focused services.

1 unchanged sentence

We provide professionals with targeted and relevant career development tools, content and news.

For example, Dice and ClearanceJobs provide professionals with market and salary information and local market trends.

For example, ClearanceJobs and Dice provide professionals with market and salary information and local market trends.

In addition, the Salary Predictor allows professionals to evaluate their market value and map out which skills will increase their value.

14 unchanged sentences

The Company continues to focus on building upon its legacy as a market leader in technology talent acquisition by delivering best-in-class candidate quality and match capabilities through its career marketplaces.

As more employers use the subscription-based offerings to find, attract, engage and hire the highest quality tech professionals, the Company continues to invest in product and marketing to expand the technologist community and create an ideal onboarding experience for tech talent.

As more employers use the subscription-based offerings to find, attract, engage and hire the highest quality tech professionals, the Company continues to invest in product development and marketing to expand the technologist community and create an ideal onboarding experience for tech talent.

The Company continues to evolve to a solution selling business, coupled with its goal of maintaining strong Adjusted EBITDA margins to maximize profitability.

1 unchanged sentence

We believe candidate quality is the essential foundation of success in our industry and we intend to differentiate our business by leading in this respect.

We have dramatically improved the quality of our Dice candidates to a level we believe is best-in-class and plan continued vigilance and innovation to drive continued improvements.

We have dramatically improved the quality of our Dice candidates to a level we believe is best-in-class and plan continued vigilance and

innovation to drive continued improvements.

We are also building on our unique legacy and intellectual property in the technology jobs space to create match capabilities for both candidates and clients that are reducing the time and effort required in job searching and talent acquisition.

7 unchanged sentences

We officially launched all elements of the career marketplace features for Dice in 2021 and focused 2022 on landing launches and driving adoption with customers while launching new products to create efficiency in the recruiting process.

In 2023, Dice released a number of features to expand the marketplace and create higher engagement between employers and tech candidates on the platform .

We expect these changes to transform the way our stakeholders use Dice and to drive results as adoption increases.

In 2024, Dice leveraged its All Jobs strategy to increase job volume for professionals, released a number of features to expand the marketplace and create higher engagement between employers and tech candidates on the platform .

Investing in functional excellence and product innovation.

2 unchanged sentences

Specifically, in 2024 the Company released a number of products to help employers find tech candidates and to help technologists further their careers.

At Dice these products include:

Premium Enhanced Company Profile, Dice Remote and Company Preferences, Dice Invite to Apply, Dice Matchscore on Jobs, Dice Connections, SMS Notifications, and Company Search.

At ClearanceJobs these products include:

Comments, ClearanceJobs Expressed Interest, ClearanceJobs Enhanced Employer Profile, ClearanceJobs Mobile App, and ClearanceJobs Live Stream.

ClearanceJobs Live Stream video content for the cleared community and ClearanceJobs Pulse newsfeed, promoting professionals' status updates and in-platform social engagement.

At Dice these products include:

Dice Recruiter 1.0, the brand's first mobile app for employers, Top Resume integration, providing tech professionals a free resume evaluation when they update their Dice profile, Discover Companies, an experience that enables technologists to easily discover companies that align with their preferences as they consider their next career move, as well as an alpha version of Dice's new webstore.

We are investing to further increase the pace of innovation by organizing talent on our technology team, centered around a development model to increase the quality and speed of product delivery.

13 unchanged sentences

Customer marketing efforts range from creating and capturing demand to retention-focused activities.

Marketing supports the entire customer journey, from problem and brand/product awareness to affinity and consideration, intent and purchase, and onboarding.

Marketing supports the entire customer journey, from problem and brand/product awareness to affinity and consideration, intent

and purchase, and onboarding.

Marketing initiatives include advertising, thought leadership, content marketing, media relations, social media, email campaigns and participation in industry events.

10 unchanged sentences

Our customers include small, mid-sized and large direct employers, staffing companies, recruiting agencies, consulting firms and marketing departments of companies.

As of December 31, 2023 notable customers of the Dice and ClearanceJobs businesses included AT&T, Adecco, CACI, Cisco, Disney, Edward Jones, General Dynamics, Kforce, Microsoft, Northrop Grumman, Bank of America and DISH Network.

We use a variety of open source and proprietary technologies to support our website services.

As of December 31, 2024 notable customers of the ClearanceJobs and Dice businesses included AT&T, Adecco, CACI, Cisco, Capital One, Edward Jones, General Dynamics, Kforce, Microsoft, Northrop Grumman, Bank of America and DISH Network.

We use a variety of open source and proprietary technologies to support our services.

Our websites provide a multitenancy technology platform with multiple application services developed to perform at scale.

11 unchanged sentences

• niche or specialist professional networking sites such as GitHub and Stack Overflow;

contract to find professionals across multiple occupational categories and attempt to fill all of their hiring needs through a single website;

• generalist job boards, some of which have substantially greater resources and brand recognition than we do, such as CareerBuilder, Monster, and Seek which, unlike specialized job boards, permit customers to enter into a single contract to find professionals across multiple occupational categories and attempt to fill all of their hiring needs through a single website;

• aggregators and distributors of job postings and profiles, including Indeed (owned by Recruit), TalentBin (owned by Monster Worldwide), Entelo, ZipRecruiter, and Google;

15 unchanged sentences

We own a number of registered, applied for and/or unregistered trademarks and service marks that we use in connection with our businesses.

Our trademarks and registered trademarks in the United States include DICE, and the stylized designs for CLEARANCEJOBS.COM as well as DHI.

Registration for the plain usage of "clearancejobs.com," the stylized "Dice" logo as well as our social media "D" logo have also been filed, further protecting our intellectual property.

Our trademarks and registered trademarks in the United States include the stylized designs for CLEARANCEJOBS.COM, DICE, the plain usage of cleaarancejobs.com, the stylized "Dice" logo and social media "D" logo, as well as DHI.

Registrations for both the black and white and colorized ClearanceJobs logo have also been filed, further protecting our intellectual property.

Registrations for trademarks may be maintained indefinitely, as long as the trademark owner continues to use and police the trademarks and timely renews registrations with the applicable governmental office.

10 unchanged sentences

We do not ask professionals or customers to supply social security numbers.

Our business data

is separated from website operations by a variety of security layers including network segmentation, physical and logical access controls, firewalls, and many industry-accepted, best-practice information security controls.

Our business data is separated from website operations by a variety of security layers including network segmentation, physical and logical access controls, firewalls, and many industry-accepted, best-practice information security controls.

We post our privacy policies on our websites so that our users can access and understand the terms and conditions applicable to the collection, storage, and use of information collected from users.

Our privacy policies also disclose the types of information we gather, how we use it and how a user can correct or change their information.

Our privacy policies also explain the circumstances under which we share this information and with whom.

Our privacy policies also explain the

circumstances under which we share this information and with whom.

Professionals who register for our websites have the option of indicating specific areas of interest in which they are willing to receive offers via email.

2 unchanged sentences

Additionally, when we provide lists to third parties, including to our advertiser customers, it is under contractual terms that are consistent with our obligations to our users and with applicable laws and regulations.

Risk Factors “We may be liable with respect to the collection, storage, and use of the personal and professional information of the professionals who use our websites and our current practices may not be in compliance with proposed new laws and regulations” and “Our business is subject to U.S.

Risk Factors “We may be liable with respect to the collection, storage, and use of the personal and professional information of the professionals who use our websites and mobile apps and our current practices may not be in compliance with proposed new laws and regulations” and “Our business is subject to U.S.

government regulation of the Internet and taxation, which may have a material adverse effect on our business.”

16 unchanged sentences

The CCPA has been characterized as the first privacy statute of its kind to be enacted in the United States as it includes significant penalties for non-compliance, as well as creating the right for consumers to bring a private action in certain circumstances.

More recently, on November 3, 2020, California enacted the California Privacy Rights Act ("CPRA").

On November 3, 2020, California enacted the California Privacy Rights Act ("CPRA").

The CPRA, which went into effect on January 1, 2023, expands upon the protections provided by the CCPA, including new limitations on the sale or sharing of consumers’ personal information, and the creation of a new state agency to enforce the CPRA’s protections.

3 unchanged sentences

Further, any failure by us to adequately protect our users’ privacy and data could result in a loss of confidence in our products and services and, ultimately, in a loss of customers, which could have an adverse effect on our business, and could subject the Company to penalties or liability.

Furthermore, favorable laws may change, including, for example, in the United States where the FCC voted to repeal net neutrality regulations.

Furthermore, favorable laws may change, including, for example, the U.S.

Court of Appeals 6th Circuit decision striking down net neutrality regulations.

Given uncertainty around these rules, including changing interpretations, amendments or repeal, coupled with potentially significant political and economic power of local network operators, we could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense, or otherwise negatively affect our business.

12 unchanged sentences

The Company budgets for professional development training by both functional group and at the individual level each year.

Professional development could include attending an online class to learn a new skillset, attending a conference or finding opportunities within the organization to grow skillsets.

Professional development could include attending an online class to learn a new skillset, attending a conference or finding opportunities within the organization to grow skill sets.

Additionally, the Company has a tuition reimbursement program designed to provide employees with financial assistance in continuing their education.

4 unchanged sentences

The Company’s internal Diversity, Equity and Inclusion program is based on promoting a culture of inclusivity, and includes Allyship training and Unconscious Bias training, which teaches team members how to better support marginalized groups.

Additionally all team members participated in leadership and communication training in 2023.

Additionally, all team members participated in career development training to create a strategic action plan for their 2024 goals.

The Company has employee resource groups led by employees of underrepresented populations to share experiences and have a shared space.

The internal policies of the Company encourage hiring diverse candidates and our culture is inclusive, ensuring that all team members are treated fairly and equally, amongst other things.

The internal policies of the Company encourage attracting diverse candidates, ensuring that all team members are treated fairly and equally, amongst other things.

In 2021, the Company introduced inclusive fertility benefits which support all paths to parenthood and in 2022 expanded benefits to cover travel expenses related to women's health.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business