What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-12 compared with 2024-02-08 · 239 added, 256 removed, 715 unchanged (41% of the section changed)

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill and Indefinite Long-Lived Acquired Intangible Assets – Refer to Notes 2, 9, and 10 to the financial statements

Goodwill and Indefinite Long-Lived Acquired Intangible Asset – Refer to Notes 2, 9, and 10 to the financial statements

Critical Audit Matter Description

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The determination of the fair value for the Company’s reporting unit (“Tech-focused”) is judgmental and required management to make significant estimates and assumptions including forecasts of future revenue, EBITDA margin and the discount rate.

The Company’s evaluation of its indefinite lived trademark and brand intangible asset (“Dice”) involves the comparison of the fair value to its carrying value.

The Company’s evaluation of its indefinite lived trademark and brand intangible asset (“Dice”) involves the comparison of the fair value to the carrying value.

The Company determined the fair value of Dice using a relief from royalty rate valuation method.

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How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasts of future revenues, EBITDA margins and selection of the royalty and discount rates used by management to estimate the fair value of Tech-focused and Dice included the following, among others:

• We tested the effectiveness of controls over the Tech-focused reporting unit and Dice trademarks and brand name impairment tests, including controls related to management’s forecasts of revenue, EBITDA margin, royalty rate and the discount rates.

• We tested the effectiveness of controls over the Tech-focused reporting unit and Dice indefinite lived trademark and brand intangible asset impairment tests, including controls related to management’s forecasts of revenue, EBITDA margin, royalty rate and the discount rates.

• We evaluated management’s ability to accurately forecast revenue growth rates and EBITDA margin by comparing actual results to management’s historical forecasts.

• We evaluated the reasonableness of management’s forecasts of revenues by comparing the forecasts of revenues to external market sources.

• With the assistance of our fair value specialists we evaluated the reasonableness of management’s selected long-term growth rate for revenue by comparing it to industry projections.

• With the assistance of our fair value specialists we evaluated the reasonableness of management’s selected revenue growth rate for the projection period and the long-term revenue growth rate by performing a peer analysis and comparing it to industry projections, respectively.

• With the assistance of our fair value specialists we evaluated the reasonableness of management’s selected royalty rate by comparing it to those of industry participants from external sources.

• With the assistance of our fair value specialists we evaluated the reasonableness of management’s selected discount rates by computing an independent estimate of those rates and the revenue growth rate through a peer analysis.

• We evaluated the reasonableness of management’s evaluation over ASC 350 qualitative impairment indicators of potential triggering events.

• We evaluated the reasonableness of management’s forecasts of revenues and EBITDA through the fiscal year-end date by comparing the fourth quarter forecast to actuals.

• With the assistance of our fair value specialists we evaluated the reasonableness of management’s selected discount rates by computing an independent estimate of those rates.

• We evaluated the reasonableness of management’s evaluation over ASC 350 qualitative impairment indicators of potential triggering events as of year-end.

• We evaluated the reasonableness of management’s forecasts of revenues and EBITDA through the fiscal year-end date by comparing the fourth quarter forecast to actual results.

/s/ Deloitte & Touche LLP

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Cash $ 3,702 $ 4,206

Accounts receivable, net of allowance for doubtful accounts of $ 1,313 and $ 1,374

Accounts receivable, net of allowance for credit losses of $ 1,691 and $ 1,313

22,120 22,225

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Investments 1,827 1,918

Acquired intangible assets 23,800 23,800

Acquired intangible asset 23,800 23,800

Goodwill 128,100 128,100

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Deferred revenue 44,934 49,463

Income taxes payable — 34

Operating lease liabilities 1,625 2,006

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Additional paid-in capital 270,122 261,824

Accumulated other comprehensive loss ( 83 ) ( 481 )

Accumulated other comprehensive income (loss) 1 ( 83 )

Accumulated earnings 32,481 32,228

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Depreciation 17,972 16,915 17,487

Impairment of right-of-use asset — — 1,919

Restructuring 1,111 2,417 —

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Proceeds from settlement — — 2,061

Operating income (loss) 6,288 5,560 ( 1,752 )

Operating income 6,325 6,288 5,560

Income from equity method investment 225 502 1,597

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Interest expense and other ( 3,200 ) ( 3,482 ) ( 1,580 )

Income (loss) before income taxes 3,622 3,597 ( 1,031 )

Income before income taxes 2,950 3,622 3,597

Income tax expense (benefit) 2,697 131 ( 579 )

Income (loss) from continuing operations 3,491 4,176 ( 402 )

Loss from discontinued operations, net of tax — — ( 29,340 )

Net income (loss) $ 3,491 $ 4,176 $ ( 29,742 )

Basic earnings (loss) per share - continuing operations $ 0.08 $ 0.09 $ ( 0.01 )

Diluted earnings (loss) per share - continuing operations $ 0.08 $ 0.09 $ ( 0.01 )

Basic earnings (loss) per share - discontinued operations $ — $ — $ ( 0.63 )

Diluted earnings (loss) per share - discontinued operations $ — $ — $ ( 0.63 )

Basic earnings (loss) per share $ 0.08 $ 0.09 $ ( 0.64 )

Diluted earnings (loss) per share $ 0.08 $ 0.09 $ ( 0.64 )

Net income $ 253 $ 3,491 $ 4,176

Basic earnings per share $ 0.01 $ 0.08 $ 0.09

Diluted earnings per share $ 0.01 $ 0.08 $ 0.09

Weighted-average basic shares outstanding 44,648 43,571 44,274

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2024 2023 2022

Net income (loss) $ 3,491 $ 4,176 $ ( 29,742 )

Net income $ 253 $ 3,491 $ 4,176

Other comprehensive income (loss):

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Total other comprehensive income (loss) 84 398 ( 420 )

Comprehensive income (loss) $ 3,889 $ 3,756 $ ( 1,284 )

Comprehensive income $ 337 $ 3,889 $ 3,756

See accompanying notes to consolidated financial statements.

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Earnings Accumulated

Comprehensive Loss Total

Comprehensive Income (Loss) Total

Shares Issued Amount Shares Issued Amount Shares Amount

Balance at January 1, 2022 — $ — 73,584 $ 738 $ 241,854 24,828 $ ( 150,398 ) $ 24,229 $ ( 61 ) $ 116,362

Net loss ( 29,742 ) ( 29,742 )

Other comprehensive income 395 395

Cumulative translation adjustments reclassified to the Statements of Operations 28,063 28,063

Net income 4,176 4,176

Other comprehensive loss ( 420 ) ( 420 )

Stock based compensation 9,519 9,519

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Performance based restricted stock forfeited or withheld to satisfy tax obligations ( 93 ) ( 1 ) 1 368 ( 1,958 ) ( 1,958 )

Issuance of common stock upon ESPP purchase 68 1 286 287

Purchase of treasury stock under stock repurchase plan 3,287 ( 18,530 ) ( 18,530 )

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Net income 3,491 3,491

Other comprehensive loss ( 420 ) ( 420 )

Other comprehensive income 198 198

Cumulative translation adjustments reclassified to the statements of operations 200 200

Stock based compensation 9,916 9,916

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Issuance of common stock upon ESPP purchase 114 1 298 299

Cumulative-effect of new accounting principle (See Note 2) 332 332

Purchase of treasury stock under stock repurchase plan 1,661 ( 6,896 ) ( 6,896 )

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Other comprehensive income 84 84

Cumulative translation adjustments reclassified to the Statements of Operations 200 200

Stock based compensation 8,063 8,063

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Issuance of common stock upon ESPP purchase 156 2 255 257

Cumulative-effect of new accounting principle (See Note 2) 332 332

Purchase of treasury stock under stock repurchase plan 1,661 ( 6,896 ) ( 6,896 )

Balance at December 31, 2024 — $ — 80,881 $ 811 $ 270,122 32,664 $ ( 189,090 ) $ 32,481 $ 1 $ 114,325

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Cash flows from (used in) operating activities:

Net income (loss) $ 3,491 $ 4,176 $ ( 29,742 )

Net income $ 253 $ 3,491 $ 4,176

Adjustments to reconcile net income to net cash flows from (used in) operating activities:

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Impairment of investment 400 300 2,300

Impairment of right-of-use asset — — 1,919

Change in accrual for unrecognized tax benefits 28 263 ( 16 )

Loss on disposition of discontinued operations — — 30,203

Changes in operating assets and liabilities:

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Cash flows from (used in) investing activities:

Cash transferred with discontinued operations — — ( 3,195 )

Cash paid for investment — — ( 3,000 )

Cash received from sale of investments — 4,941 320

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Net cash flows used in financing activities ( 7,617 ) ( 4,834 ) ( 16,913 )

Effect of exchange rate changes — — 10

Net change in cash for the period ( 504 ) 1,200 1,466

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For over 30 years, through its predecessor companies, the Company was built on providing employers and professionals with career connections, news, tools and information.

On June 30, 2021, the Company transferred majority ownership and control of its eFinancialCareers ("eFC") business to eFC's management, while retaining a 40 % common share interest, which was reduced to 10 % in the third quarter of 2023.

The eFC business was significant to the Company and the transfer was considered to be a strategic shift from the financial services industry and from the geographies eFC serves that had a major effect on the Company's operations.

As a result, the eFC business was deconsolidated from the Company's consolidated financial statements as of June 30, 2021 and is reflected as a discontinued operation in the Consolidated Statements of Operations for the year ended December 31, 2021.

For further information on discontinued operations, see Note 4, “Discontinued Operations.” Unless noted otherwise, discussion in the notes to the consolidated financial statements pertain to continuing operations .

The Company allocates resources and assesses financial performance on a consolidated basis, as all services pertain to the Company's Tech-focused strategy.

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Recruitment packages.

Recruitment package revenues are derived from the sale of a subscription to recruiters and employers that includes a combination of job postings and/or access to candidate profiles on Dice and ClearanceJobs.

Certain of the Company’s arrangements include multiple performance obligations, which primarily consists of the ability to post jobs and access to candidate profiles.

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Advertising revenue is recognized over the period in which the advertisements are displayed on the websites or at the time a promotional e-mail is sent out to the audience.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Classified revenue.

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Cash— Cash consists of demand deposits with financial institutions.

Concentration of Credit Risk— Cash is maintained with several financial institutions.

Cash potentially subjects the Company to a concentration of credit risk as substantially all of its deposits held in financial institutions were in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits as of December 31, 2023 and 2022.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Concentration of Credit Risk— Cash potentially subjects the Company to a concentration of credit risk as substantially all of its deposits were held in a single financial institution and were in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits as of December 31, 2024 and 2023.

The Company performs credit evaluations of its customers’ financial condition as needed and does not require collateral on accounts receivable.

No single customer represents 10% or more of accounts receivable as of December 31, 2024 and 2023 and no single customer represents 10% or more of revenues for the years ended December 31, 2024, 2023 and 2022.

Allowance for Doubtful Accounts— The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments.

Credit Losses— The Company maintains allowances for estimated credit losses resulting from the inability of its customers to make required payments.

The Company's provision for credit losses is included in general and administrative expense.

Customer billings included in deferred revenue are not consider at risk for credit losses.

If the financial condition of DHI’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

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Costs related to the planning and post implementation phases of website development efforts are expensed as incurred.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Capitalized Contract Costs— The Company capitalizes certain contract acquisition costs consisting primarily of commissions paid when contracts are signed.

For costs incurred to obtain new business sales contracts, the Company capitalizes and expenses these costs over an average customer life, which was approximately three years as of December 31, 2024.

For the remaining sales contracts, the Company capitalizes and expenses these costs over a weighted average contract term, which was approximately one year as of December 31, 2023.

For the remaining sales contracts, the Company capitalizes and expenses these costs over a period of one to two years as of December 31, 2024.

See Note 4 for additional disclosures.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Leases— We determine if an arrangement is a lease at inception.

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line basis over the lease term.

Equity Method Investments— The Company has a 40 % non-controlling common share interest in the eFC (adjusted to 10 % as of the third quarter of 2023) and Rigzone (adjusted to zero percent as of the second quarter of 2022) businesses as the Company does not have the ability to direct the activities of the businesses that most significantly impact their economic performance.

Equity Method Investments— The Company has a non-controlling common share interest in eFinancialCareers ("eFC") (adjusted to 10 % as of the third quarter of 2023) and Rigzone (adjusted to zero percent as of the second quarter of 2022) businesses as the Company does not have the ability to direct the activities of the businesses that most significantly impact their economic performance.

The common share interests in eFC and Rigzone, during the periods of ownership, are being accounted for under the equity method of accounting as the Company does have the ability to exercise significant influence over the businesses.

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See Note 7 for additional disclosures.

Goodwill and Indefinite-Lived Acquired Intangible Assets— Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired.

The indefinite-lived acquired intangible assets include the Dice trademarks and brand name.

The Company performs a test for impairment of goodwill and indefinite-lived intangible assets annually on October 1, or more frequently if indicators of potential impairment exist, to determine if the carrying value of the recorded asset is impaired.

Goodwill and Indefinite-Lived Acquired Intangible Asset— Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible asset acquired.

The indefinite-lived acquired intangible asset includes the Dice trademarks and brand name.

The Company performs a test for impairment of goodwill and indefinite-lived intangible asset annually on October 1, or more frequently if indicators of potential impairment exist, to determine if the carrying value of the recorded asset is impaired.

The impairment review process for goodwill compares the fair value of the reporting unit in which goodwill resides to its carrying value.

The impairment review process for indefinite-lived intangible assets compares the fair value of the assets to their carrying value.

The impairment review process for the indefinite-lived intangible asset compares the fair value of the asset to its carrying value.

The determination of whether or not the asset has become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of the Company’s reporting units or the intangible asset.

Changes in the Company’s strategy and/or market conditions could significantly impact these judgments and require adjustments to recorded amounts of goodwill or indefinite-lived intangible assets.

See Notes 9 and 10 for discussion of impairment charges.

Foreign Currency Translation— For the Company’s foreign operations, which entirely related to eFC prior to June 30, 2021, whose functional currency is not the U.S.

dollar, the assets and liabilities are translated into U.S.

Changes in the Company’s strategy and/or market conditions could significantly impact these judgments and require adjustments to recorded amounts of goodwill or the indefinite-lived intangible asset.

See Notes 9 and 10 for additional disclosures.

Foreign Currency Translation— Translation adjustments relate to the Company's equity method investment in eFC, whose functional currency is not the U.S.

The assets and liabilities are translated into U.S.

dollars at current exchange rates.

Resulting translation adjustments are reflected as Other Comprehensive Income (Loss).

Revenue and expenses are translated at average exchange rates for the period.

Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are charged to operations as incurred.

Translation adjustments subsequent to June 30, 2021 relate to the Company's equity method investment in eFC.

Revenue and expenses are translated at average exchange rates and transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are charged to operations as incurred.

Advertising Costs— The Company expenses advertising costs as they are incurred.

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The primary sources of temporary differences are stock-based compensation, amortization and impairment of intangible assets, depreciation of fixed assets, operating lease assets and liabilities, and capitalized contract costs.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock-Based Compensation— The Company has a plan to grant equity awards to certain employees and directors of the Company and its subsidiaries.

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Fair Value of Financial Instruments— The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, and accounts payable and accrued expenses approximate their fair values.

The Company’s long-term debt consists of borrowings under its credit facility.

The Company’s long-term debt consists

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

of borrowings under its credit facility.

Investments consist of common and preferred share ownership interests in businesses.

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Actual results could differ from these estimates.

DHI’s significant estimates include the useful lives and valuation of fixed assets and intangible assets, goodwill, lease right-of-use assets, income taxes, and

DHI’s significant estimates include the useful lives and valuation of fixed assets, intangible asset, goodwill, lease right-of-use assets, income taxes, and

the assumptions used to value the Performance-Based Restricted Stock Units (“PSUs”) of the Company.

Earnings per Share— The Company follows the Earnings Per Share topic of the FASB ASC in computing earnings per share (“EPS”).

Basic EPS is calculated by dividing income from continuing operations, income from discontinued operations, and net income by the weighted average number of shares outstanding.

Basic EPS is calculated by dividing net income by the weighted average number of shares outstanding.

When the effects are dilutive, diluted earnings per share is calculated using the weighted average number of shares outstanding, and the dilutive effect of stock-based compensation awards as determined under the treasury stock method.

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The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024, with retrospective application required.

We are evaluating the effect of the standard on our consolidated financial statement disclosures.

The Company adopted ASU 2023-07 in the fourth quarter of 2024.

See Note 18 for additional disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures .

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We are evaluating the effect of the standard on our consolidated financial statement disclosures.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03") .

ASU 2024-03 will require companies to disaggregate, within the notes to the financial statements, certain expenses presented on the face of the financial statements to enhance transparency and help investors better understand an entity's performance.

The amendment will specifically require that an entity disclose the amounts related to purchases of inventory, employee compensation, depreciation and intangible asset amortization.

Entities will also be required to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, disclose the total amount of selling expenses and, in annual reporting periods, provide a definition of what constitutes selling expenses.

The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of the adoption of ASU 2024-03 on the Company’s financial statement disclosures.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FAIR VALUE MEASUREMENTS

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As a basis for considering assumptions, a three-tier fair value hierarchy is used, which prioritizes the inputs used in measuring fair value as follows:

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

• Level 1 – Quoted prices for identical instruments in active markets.

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Such instruments are not measured at fair value on an ongoing basis.

These assets include equity investments, operating lease right-of-use assets, and goodwill and intangible assets which resulted from prior acquisitions.

These assets include equity investments, operating lease right-of-use assets, and goodwill and intangible asset which resulted from prior acquisitions.

Items valued using such internally generated valuation techniques are classified according to the lowest level input or value driver that is significant to the valuation.

Thus, an item may be classified in Level 3 even though there may be some significant inputs that are readily observable.

On June 30, 2021, the Company transferred majority ownership and control of its eFC business to eFC's management, while retaining a 40 % common share interest.

On June 30, 2021, the Company valued its 40 % interest in eFC utilizing a combination of a discounted cash flow and a market approach.

The discounted cash flow included declining revenues for the years ending December 31, 2021 and 2022 as compared to the year ended December 31, 2020 and then increasing moderately.

The discounted cash flow also included operating margin declines for the year ending December 31, 2022 compared to the year ending December 31, 2021 and then increasing moderately.

The Company utilized a discount rate of 19 %.

The market approach included the analysis of data from transactions on guideline companies and applied multiples of those transactions to eFC's results.

During the third quarter of 2023, the Company sold a portion of its ownership in eFC reducing its total interest in eFC from 40 % to 10 %.

Impairment —The Company performs annual impairment tests for goodwill and the Dice trademarks and brand name as of October 1 of each year or more frequently if indicators of potential impairment exist.

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The Company evaluates the carrying value of equity investments at each reporting period as described in Note 7.

DISCONTINUED OPERATIONS

As further described in Notes 1 and 7, on June 30, 2021, the Company transferred majority ownership and control of its eFC business to eFC's management, while retaining a 40 % common share interest.

As a result, we have reflected eFC's financial results as discontinued operations in the consolidated statements of operations for the year ended December 31, 2021.

The results of discontinued operations on the consolidated statements of operations were as follows for the year ended December 31, 2021 (in thousands):

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenues $ 12,130

Operating expenses ( 10,821 )

Operating income 1,309

Loss on disposition of discontinued operations (1)

Other income 1

Loss before income taxes ( 28,893 )

Income tax expense 447

Net loss $ ( 29,340 )

(1) The loss was comprised of $ 28.1 million related to the reclassification of currency translation adjustments and $ 5.2 million from the removal of eFC's net assets.

The loss was partially offset by the recording of an equity investment of $ 3.6 million and eFC's earnings during the six month period ended June 30, 2021.

Depreciation, fixed asset purchases and other significant non-cash items related to discontinued operations were as follows (in thousands):

Depreciation $ 774

Purchases of fixed assets $ 447

Cash paid for amounts included in measurement of lease liabilities:

Operating cash flows from operating leases $ 804

During the third quarter of 2023, the Company sold a portion of its ownership in eFC reducing its total interest in eFC from 40 % to 10 %.

REVENUE RECOGNITION

The Company recognizes revenue when control of the promised goods or services is transferred to our customers at an amount that reflects the consideration to which we expect to receive in exchange for those goods or services.

The Company recognizes revenue when control of the promised goods or services are transferred to our customers, either on a ratable basis over the contract period beginning on the date that our service is made available to the customer or as the products and services are used, and at an amount that reflects the consideration to which we expect to receive in exchange for those goods or services.

Revenue is recognized net of customer discounts.

We recognize revenue when control of the goods or services are transferred to the customer either on a ratable basis over the contract period beginning on the date that our service is made available to the customer or as the products and services are used.

The Company excludes sales tax from the transaction price and therefore, recognizes revenue net of applicable sales taxes.

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2024 2023 2022

$ 102,584 $ 106,957 $ 86,257

ClearanceJobs $ 54,143 $ 50,348 $ 43,746

Total $ 151,878 $ 149,680 $ 119,903

(1) Includes Dice and Career Events.

Dice 87,783 101,530 105,934

$ 141,926 $ 151,878 $ 149,680

(1) We had previously disclosed that career events were recorded within Dice.

Career events have been reclassified between ClearanceJobs and Dice based on the nature of the event for the years ended December 31, 2024, 2023, and 2022.

DHI GROUP, INC.

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Contract liabilities include customer billings delivered in advance of performance under the contract, and associated revenue is realized when services are rendered under the contract.

Receivables increase due to customer billings and decrease by cash collected from customers.

Contract liabilities increase due to customer billings and are decreased as performance obligations are satisfied under the contracts.

The Company recognized the following revenues as a result of changes in the contract liability balances in the respective periods (in thousands):

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Amounts included in the contract liability at the beginning of the period $ 49,584 $ 50,141 $ 45,311

Transaction price allocated to the remaining performance obligations

Under the guidance of Topic 606, the following table includes estimated deferred revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period (in thousands):

The following table includes estimated deferred revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period (in thousands):

2025 2026 2027 Total

Tech-focused $ 44,934 $ 464 $ 58 $ 45,456

Credit Losses

The Company is exposed to credit losses through the inability of its customers to make required payments on account receivable.

The Company segments accounts receivable based on credit risk characteristics and estimates future losses for each segment based on historical trends and current market conditions, as applicable.

Expected losses on accounts receivable are recorded as allowance for doubtful accounts in the consolidated balance sheets and as an expense in the consolidated statements of operations.

The portion of accounts receivable that is reflected as deferred revenue in the consolidated balance sheets is not considered at risk for credit losses.

If the financial condition of DHI's customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

RESTRUCTURING

In May 2023, the Company announced an organizational restructuring intended to streamline its operations, drive business objectives, reduce operating expenses and improve operating margins.

The restructuring included a reduction of the Company’s then-current workforce by approximately 10 %.

As a result of the restructuring, the Company recognized charges of $ 2.4 million during the year ended December 31, 2023.

The charges for the year ended December 31, 2023 consisted of $ 1.9 million of employee severance costs and $ 0.5 million of stock-based compensation related to the acceleration of restricted stock and performance-based restricted stock units.

All severance costs related to the May 2023 restructuring were paid during the year ended December 31, 2023.

In July 2024, the Company announced an additional organizational restructuring intended to streamline its operations, drive business objectives, and reduce operating costs.

This included a reduction of the Company’s then-current workforce by

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

approximately 7 %.

As a result of the restructuring, the Company recognized a charge of $ 1.1 million related to employee severance charges during the year ended December 31, 2024.

All severance costs related to the July 2024 restructuring were paid during the year ended December 31, 2024.

During January 2025, the Company announced an additional organizational restructuring intended to streamline its operations, drive business objectives, and reduce operating costs.

This includes a reduction of the Company’s current workforce by approximately 8 %.

The Company estimates that it will incur a charge of approximately $ 2.2 million related to employee severance charges during the first quarter of 2025 in connection with the restructuring.

All charges are expected to be recognized in the first quarter of 2025 while the related cash payments are expected to be substantially completed by the third quarter of 2025.

The Company has operating leases for corporate office space and certain equipment.

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(2) Total lease costs is recorded in general and administrative expenses in the consolidated statements of operations.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental cash flow information related to leases was as follows (in thousands):

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Operating leases $ 2,930 $ — $ 1,542

$ — $ 1,542 $ —

(1) During the year ended December 31, 2022, our right-of-use asset obtained in exchanged for lease obligations was reduced by $ 2.1 million, which represents a tenant improvement allowance that was consumed in 2023.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount rate):

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$ 6,518 $ 4,759

Operating lease liabilities - current $ 2,006 $ 2,231

tenant improvement allowance 1

Operating lease liabilities - current (as reported) 1,625 2,006

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Operating leases 5.5 % 4.5 %

(1) At December 31, 2022, our right-of-use asset includes a reduction of $ 2.1 million, which represents a tenant improvement allowance that was consumed in 2023.

The Company reviews its right-of-use ("ROU") assets for impairment if indicators of impairment exist.

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If the carrying value exceeds the fair value, an impairment loss is recorded.

During the year ended December 31, 2021, due to the continuing impacts of COVID-19 on the real estate markets and its impact on the future cash flows attributable to its ROU assets, the Company recorded an impairment charge of $ 1.9 million.

No impairment was recorded during the years ended December 31, 2024, 2023 and 2022.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2024, future operating lease payments were as follows (in thousands):

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imputed interest ( 2,559 )

tenant improvement allowance —

As of December 31, 2024, the Company has no additional operating or finance leases that have not yet commenced.

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We do not have any lease agreements with related parties.

Investments, Current, at Fair Value

Through its predecessor companies, the Company owned a minority interest representing less than 1% of the common stock of a technology company that completed an initial public offering ("IPO") and became publicly traded during the first quarter of 2021.

Prior to the IPO, the Company had elected the measurement alternative in accordance with FASB ASC 321, Investments – Equity Securities.

As of December 31, 2020, it was not practicable to estimate the fair value of its interest because there were no observable transactions for the investment.

Accordingly, the investment was carried at its original cost, less impairments, which resulted in a carrying value of zero as of December 31, 2020.

The investment was accounted for as an equity security, with realized and unrealized gains and losses included in earnings.

During the third quarter of 2021, the investment was sold for $ 1.2 million.

A realized gain of $ 1.2 million has been recorded for the year ended December 31, 2021.

Investments, Non-current, at Fair Value

During the third quarter of 2021, the Company invested $ 3.0 million through a subordinated convertible promissory note (the "Note") of $ 3.0 million with a values-based career destination company that allows the next generation workforce to search for jobs at companies whose people, perks and values align with their unique professional needs.

The Note earned interest at 6.00 % and matured at the earlier of a Qualified Financing, as described in the Note, or settled in cash on or after August 20, 2022, at the option of the Company.

Upon a Qualified Financing, the Company will convert its investment into shares of preferred stock at 80 % of the per share value in the Qualified Financing.

The investment was recorded as a trading security at fair value with realized and unrealized gains and losses included in earnings.

The Note was recorded at $ 3.0 million as of December 31, 2021.

In the third quarter of 2022, a Qualified Financing occurred and the Note was converted into preferred shares representing 4.9 % of the outstanding equity in the underlying business, on a fully-diluted basis.

The Company's preferred shares are substantially similar to shares purchased by a third party investor in the Qualified Financing that resulted in such investor becoming the majority owner of the business, holding 50.5 % of the outstanding equity in the business, on a fully-diluted basis.

Therefore, the Company's shares in the business were recorded at fair value based on the price per share realized in the Qualified Financing.

The value of the Company's investment was $ 0.7 million as of December 31, 2022 and is recorded as an investment in the consolidated balance sheet.

Accordingly, the Company recognized an impairment loss during the year ended December 31, 2022 of $ 2.3 million.

During the third quarter of 2023, the majority investor purchased additional shares of the business as was contemplated in, and at the same price as, in the Qualified Financing and additional equity based compensation was issued to the investment's management team.

As a result, the majority investor's ownership was reduced to 44.8 % and the Company's ownership was reduced to 4.1 %, both on a fully-diluted basis, as of December 31, 2023.

eFinancialCareers

During the third quarter of 2023, the Company sold a portion of its ownership in eFinancialCareers ("eFC") reducing its total interest in eFC from 40 % to 10 %.

As a result of the sale, the Company received cash of $ 4.9 million and recognized a $ 0.6 million gain, which included a $ 0.2 million charge related to accumulated foreign currency loss that was previously a reduction to equity.

The Company's investment in eFC was recorded at $ 1.8 million and $ 1.9 million as of December 31, 2024 and 2023, respectively.

eFC is a financial services careers website, operating websites in multiple markets in four languages mainly across the United Kingdom, Continental Europe, Asia, the Middle East and North America.

Professionals from across many sectors of the financial services industry, including asset management, risk management, investment banking, and information technology,

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the third quarter of 2023, the investment's financial position deteriorated.

To meet its financial obligations, the investment issued convertible debt (the "Convertible Debt") at a price that indicated the value of the investment had declined.

As such, the Company revalued its investment to $ 0.4 million and accordingly, recognized an impairment loss of $ 0.3 million during the third quarter of 2023.

The Company has elected the measurement alternative in accordance with FASB ASC 321, Investments – Equity Securities.

As of December 31, 2023, subsequent to the Qualified Financing, it was not practicable to estimate the fair value of its interest because there were no observable transactions for the investment.

Accordingly, the investment was carried at the value realized in the Qualified Financing as of December 31, 2023, as described above.

Investments, Non-current

use eFC to advance their careers.

The Company has evaluated its common share interest in the eFC business and has determined the investment meets the definition and criteria of a variable interest entity ("VIE").

The Company evaluated the VIE and determined that the Company does not have a controlling financial interest in the VIE, as the Company does not have the power to direct the activities of the VIE that most significantly impact the VIE's economic performance.

The common share interest is being accounted for under the equity method of accounting as the Company has the ability to exercise significant influence over eFC.

The investment was recorded at its fair value on June 30, 2021, the date of transfer, which was $ 3.6 million.

The Company's equity in the net assets of eFC as of June 30, 2021 was $ 2.2 million.

The difference between the Company's recorded value and its equity in net assets of eFC was reduced during the third quarter of 2023, as described above, as the Company reduced its ownership in eFC.

The remaining basis difference at the time of sale was $ 0.3 million and is being amortized against the recorded value of the investment in accordance with ASC 323 Investments - Equity Method and Joint Ventures.

Amortization expense during the years ended December 31, 2024, 2023 and 2022 was not significant.

The recorded value is further adjusted based on the Company's proportionate share of eFC's net income and is recorded three months in arrears.

During the years ended December 31, 2024, 2023 and 2022, the Company recorded $ 0.2 million, $ 0.5 million and $ 1.6 million, respectively, of income related to its proportionate share of eFC's net income, net of currency translation adjustments and amortization of the basis difference.

Rigzone is a website dedicated to delivering online content, data, and career services in the oil and gas industry in North America, Europe, the Middle East, and Asia Pacific.

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The settlement is recorded as proceeds from settlement in the consolidated statements of operations for the year ended December 31, 2022.

As further described in Notes 1 and 4, on June 30, 2021, the Company transferred majority ownership and control of its eFC business to eFC's management, while retaining a 40 % common share interest with zero proceeds received from the transfer.

The Company incurred approximately $ 0.1 million in selling costs and recognized a $ 30.2 million loss on the transfer in the second quarter of 2021, which included a $ 28.1 million charge related to accumulated foreign currency loss that was previously a reduction to equity.

During the third quarter of 2023, the Company sold a portion of its ownership in eFC reducing its total interest in eFC from 40 % to 10 %.

eFC is a financial services careers website, operating websites in multiple markets in four languages mainly across the United Kingdom, Continental Europe, Asia, the Middle East and North America.

Professionals from across many sectors of the financial services industry, including asset management, risk management, investment banking, and information technology, use eFC to advance their careers.

The Company has evaluated its common share interest in the eFC business and has determined the investment meets the definition and criteria of a variable interest entity ("VIE").

The common share interest is being accounted for under the equity method of accounting as the Company has the ability to exercise significant influence over eFC.

The investment was recorded at its fair value on June 30, 2021, the date of transfer, which was $ 3.6 million.

The Company's equity in net assets of eFC as of June 30, 2021 was $ 2.2 million.

The difference between the Company's recorded value and its equity in net assets of eFC is amortized against the recorded value of the investment in accordance with ASC 323 Investments - Equity Method and Joint Ventures .

Accordingly, the Company recorded amortization of $ 0.1 million during the year ended December 31, 2023.

The amortization was not material for the years ended December 31, 2022 and 2021.

The recorded value is further adjusted based on the Company's proportionate share of eFC's net income and is recorded three months in arrears.

During the years ended December 31, 2023, 2022 and 2021, the Company recorded $ 0.5 million, $ 1.6 million and $ 0.2 million, respectively, of income related to its proportionate share of eFC's net income, net of currency translation adjustments and amortization of the basis difference.

During 2021, the Company invested $ 3.0 million through a subordinated convertible promissory note (the "Note") with a values-based career destination company that allows the next generation workforce to search for jobs at companies whose people, perks and values align with their unique professional needs.

The investment was recorded as a trading security at fair value and was recorded at $ 3.0 million as of December 31, 2021.

In the third quarter of 2022, the Note was converted into preferred shares representing 4.9 % of the outstanding equity in the underlying business, on a fully diluted basis.

The Company's preferred shares are substantially similar to shares purchased by a third party investor that resulted in such investor becoming the majority owner of the business.

Therefore the Company's shares in the business were recorded at fair value based on the price per share realized in the conversion.

The value of the Company's investment was $ 0.7 million as of December 31, 2022 and was recorded as an investment in the consolidated balance sheet.

Accordingly, the Company recognized an impairment loss during the year ended December 31, 2022 of $ 2.3 million.

During the third quarter of 2023, the investment's financial position deteriorated.

To meet its financial obligations, the investment issued convertible debt at a price that indicated the value of the investment had declined.

As such, the Company revalued its investment to $ 0.4 million and accordingly, recognized an impairment loss of $ 0.3 million during the third quarter of 2023.

During the first quarter of 2024, the investment's financial position further deteriorated.

To meet its financial obligations, the investment issued additional convertible debt at a price that indicated the value of the investment had declined.

As such, the Company revalued its investment to zero and accordingly, recognized an impairment loss of $ 0.4 million during the first quarter of 2024.

The Company's ownership of the investment, on a fully diluted basis, as of December 31, 2024 is less than 0.10 %.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

At December 31, 2024, the Company held preferred stock representing a 7.3 % interest in the fully diluted shares of a tech skills assessment company.

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The Company recorded no gain or loss related to the investment during the years ended December 31, 2024, 2023, and 2022.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FIXED ASSETS, NET

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During the years ended December 31, 2024, 2023, and 2022, depreciation expense was $ 18.0 million, $ 16.9 million, and $ 17.5 million, respectively.

ACQUIRED INTANGIBLE ASSETS, NET

ACQUIRED INTANGIBLE ASSET, NET

As of December 31, 2024 and 2023, the Company had an indefinite-lived acquired intangible asset of $ 23.8 million related to the Dice trademarks and brand name.

Considering the recognition of the Dice brand, its long history, awareness in the talent acquisition and staffing services market, and the intended use, the remaining useful life of the Dice.com trademarks and brand name was determined to be indefinite.

We determine whether the carrying value of recorded indefinite-lived acquired intangible assets is impaired on an annual basis or more frequently if indicators of potential impairment exist.

Considering the recognition of the Dice brand, its long history, awareness in the talent acquisition and staffing services market, and the intended use, the remaining useful life of the Dice trademarks and brand name was determined to be indefinite.

We determine whether the carrying value of recorded indefinite-lived acquired intangible asset is impaired on an annual basis or more frequently if indicators of potential impairment exist.

The annual impairment test for the Dice trademarks and brand name is performed on October 1 of each year.

The impairment review process compares the fair value of the indefinite-lived acquired intangible assets to its carrying value.

The impairment review process compares the fair value of the indefinite-lived acquired intangible asset to its carrying value.

If the carrying value exceeds the fair value, an impairment loss is recorded.

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In the October 1, 2024 analysis, the Company utilized a relief from royalty rate method to value the Dice trademarks and brand name using a royalty rate of 4.0 %, which is based on comparable industry licensing agreements and the profitability attributable to the Dice trademarks and brand name, and a discount rate of 16.6 %.

The determination of whether or not indefinite-lived acquired intangible assets have become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of the indefinite-lived acquired intangible assets.

The determination of whether or not the indefinite-lived acquired intangible asset has become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of the indefinite-lived acquired intangible asset.

Fair values are determined using a profit allocation methodology which estimates the value of the trademark and brand name by capitalizing the profits saved because the company owns the asset.

We consider factors such as historical performance, anticipated market conditions, revenues, operating expense trends and capital expenditure requirements.

Changes in our strategy and/or changes in market conditions could significantly impact these judgments and require adjustments to recorded amounts of intangible assets.

Changes in our strategy and/or changes in market conditions could significantly impact these judgments and require adjustments to recorded amounts of the intangible asset.

If projections are not achieved, the Company could realize an impairment in the foreseeable future.

As of December 31, 2023, the Company has goodwill of $ 128.1 million, which was all allocated to the Tech-focused reporting unit.

There were no changes to goodwill during the years ended December 31, 2023, 2022, and 2021.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2024, the Company has goodwill of $ 128.1 million, which was all allocated to the Tech-focused reporting unit.

There were no changes to goodwill during the years ended December 31, 2024, 2023, and 2022.

We determine whether the carrying value of recorded goodwill is impaired on an annual basis or more frequently if indicators of potential impairment exist.

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An increase to the discount rate applied or reductions to future projected operating results could result in future impairment of the Tech-focused reporting unit’s goodwill.

It is reasonably possible that changes in judgments, assumptions and estimates the Company made in assessing the fair value of goodwill could cause the Company to consider some portion or all of the goodwill of the Tech-focused reporting unit to become impaired.

It is reasonably possible that changes in judgments, assumptions and estimates the Company made in assessing the fair value of the Tech-focused reporting unit could cause the Company to consider some portion or all of the goodwill of the Tech-focused reporting unit to become impaired.

In addition, a future decline in the overall market conditions, political instability, and/or changes in the Company’s market share could negatively impact the estimated future cash flows and discount rates used to determine the fair value of the reporting unit and could result in an impairment charge in the foreseeable future.

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(a wholly-owned subsidiary of the Company) and its wholly-owned subsidiary, Dice Career Solutions, Inc.

(collectively, the “Borrowers”), entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”), which matures in June 2027 and replaces the Company's Old Credit Agreement (defined below).

The Credit Agreement provides for a revolving loan facility of $ 100 million ($ 90 million under the Old Credit Agreement), with an expansion option of $ 50 million, bringing the total facility to $ 150 million, as permitted under the terms of the Credit Agreement.

At the closing of the Credit Agreement, the Company borrowed $ 30 million to repay, in full, all outstanding indebtedness, including accrued interest, under the Old Credit Agreement.

Unamortized debt issuance costs from the previous credit agreement of $ 0.2 million and debt issuance costs of $ 0.5 million related to the new agreement were recorded as other assets on the consolidated balance sheets and are recorded to interest expense over the term of the Credit Agreement.

(collectively, the “Borrowers”), entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”), which matures in June 2027.

The Credit Agreement provides for a revolving loan facility of $ 100 million, with an expansion option of $ 50 million, bringing the total facility to $ 150 million, as permitted under the terms of the Credit Agreement.

Borrowings under the Credit Agreement denominated in U.S.

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ranging from 0.35 % to 0.50 % on any unused capacity under the revolving loan facility, determined by the Company’s most recent consolidated leverage ratio.

There were no borrowings in pounds sterling as of December 31, 2023 and 2022.

All borrowings as of December 31, 2024 and 2023 were in U.S.

The facility may be prepaid at any time without penalty.

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The obligations under the Credit Agreement are guaranteed by one of the Company’s wholly-owned subsidiaries and secured by substantially all of the assets of the Borrowers and the guarantors.

Previous Credit Agreement - The Borrowers previously maintained a Second Amended and Restated Credit Agreement (the "Old Credit Agreement"), which was scheduled to mature in November 2023.

The Old Credit Agreement, when entered into during November 2018, provided for a revolving loan facility of $ 90 million, with an expansion option of $ 50 million, bringing the total facility to $ 140 million, as permitted by the terms of the Old Credit Agreement.

Borrowings under the Old Credit Agreement accrued interest, at the Company's option, at the London Inter-bank Offered Rate ("LIBOR") or a base rate plus a margin.

The margin ranged from 1.75 % to 2.50 % on LIBOR loans and 0.75 % to 1.50 % on base rate loans, determined by the Company's most recent consolidated leverage ratio.

The Company incurred a commitment fee ranging from 0.30 % to 0.45 % on any unused capacity under the revolving loan facility, determined by the Company’s most recent consolidated leverage ratio.

There was no penalty for prepayment of the Old Credit Agreement.

The amounts borrowed as of December 31, 2024 and 2023 are as follows (dollars in thousands):

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$ 56,000 $ 62,000

Interest rates:

LIBOR rate loans:

Interest rate and margin:

Interest margin (3)

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Actual interest rates (4)

6.46 % 7.71 %

Commitment Fee 0.35 % 0.40 %

(1) In connection with the Credit Agreement, during the second quarter of 2022, the Company recorded deferred financing costs of $ 0.7 million recorded to other assets on the condensed consolidated balance sheets.

Accumulated amortization as of December 31, 2023 was $ 0.2 million.

(2) The amount available to be borrowed is subject to certain limitations, such as a consolidated leverage ratio, as defined in the Credit Agreement.

(3) Includes additional spread of 0.10 %.

There are no scheduled payments until maturity of the Credit Agreement in June 2027.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) In connection with the Credit Agreement, the Company had deferred financing costs of $ 0.7 million and accumulated amortization of $ 0.4 million recorded in other assets on the condensed consolidated balance sheets.

(2) The amount available to be borrowed is subject to certain limitations, such as a consolidated leverage ratio which generally limits borrowings to 2.5 times annual Adjusted EBITDA, as defined in the Credit Agreement.

(3) Computed as the weighted average interest margin on all borrowings, including an additional spread of 0.10 %.

(4) Computed as the weighted average interest rate on all borrowings.

There are no scheduled principal payments until maturity of the Credit Agreement in June 2027.

COMMITMENTS AND CONTINGENCIES

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The Company operates in a number of tax jurisdictions and is routinely subject to examinations by various tax authorities with respect to both income and indirect taxes.

The determination of the Company’s provision for taxes requires judgment and estimation.

The determination of the Company’s provision for taxes requires judgment and

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has reserved for potential examination adjustments to our provision for income taxes and accrual of indirect taxes in amounts which the Company believes are reasonable.

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The following table summarizes the stock repurchase plans approved by the Board of Directors:

May 2020 to May 2021 (1)

Feb 2021 to Jun 2022 (2)

Feb 2023 to Feb 2024 (1)

Feb 2022 to Feb 2023 (2)

Approval Date May 2020 February 2021 February 2022 February 2023

Authorized Repurchase Amount of Common Stock $ 5 million $ 20 million $ 15 million $ 10 million

(1) During the first quarter of 2021, the Company completed its purchases under the plan, which consisted of 2.2 million shares for $ 5.0 million, effectively ending the plan prior to its original expiration date.

Feb 2021 to Jun 2022 (3)

Approval Date February 2023 February 2022 February 2021

Authorized Repurchase Amount of Common Stock $ 10 million $ 15 million $ 20 million

(1) During February 2024, the stock repurchase program approved in February 2023 expired with a total of 1.4 million shares purchased for $ 5.2 million.

(2) During February 2023, the stock repurchase program approved in February 2022 expired with a total of 2.6 million shares purchased for $ 14.7 million.

(3) During the second quarter of 2021, the Company amended its $ 8.0 million stock repurchase program approved in February 2021 and allowed for the purchase of an additional $ 12.0 million of our common stock through June 2022, bringing total authorized purchases under the plan to $ 20.0 million.

During the first quarter of 2022, the Company completed its purchases under the plan, which consisted of approximately 4.4 million shares for $ 20.0 million, effectively ending the plan prior to its original expiration date.

(3) During February 2023, the stock repurchase program approved in February 2022 expired with a total of 2.6 million shares purchased for $ 14.7 million.

(4) On February 9, 2023, the Company announced that its Board approved a new stock repurchase program that permits the purchase of up to $ 10.0 million of the Company's common stock through February 2024.

As of December 31, 2023, the value of shares available to be purchased under the current plan was $ 4.8 million.

As of December 31, 2024 the Company has no stock repurchase programs and all previously approved stock repurchase programs have expired in accordance with their terms.

In January 2025, the Company announced that its Board of Directors approved a stock repurchase program pursuant to which the Company may repurchase up to $ 5 million of its common stock through February 2026.

Purchases of the Company's common stock pursuant to the Stock Repurchase Plans were as follows:

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(3) The value of shares repurchased as of December 31, 2023 and 2022 includes $ 33,331 and $ 65,990 respectively, of costs associated with the repurchase.

There were 19,220 and 48,260 unsettled shares as of December 31, 2022 and 2021, respectively.

No shares were unsettled as of December 31, 2023.

There were 19,220 unsettled shares as of December 31, 2022.

No shares were unsettled as of December 31, 2024 and 2023.

Stock Repurchases Pursuant to the 2022 Omnibus Equity Award Plan, as Amended and Restated -Under the 2022 Omnibus Equity Award Plan, as Amended and Restated as further described in Note 15 to the consolidated financial statements, the Company repurchases its common stock withheld for income tax from the vesting of employee restricted stock or ("PSUs").

The Company remits the value, which is based on the closing share price on the vesting date of the common stock withheld to the appropriate tax authority on behalf of the employee and the related shares become treasury stock.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Company repurchases its common stock withheld for income tax from the vesting of employee restricted stock or ("PSUs").

Purchases of the Company's common stock pursuant to the 2022 Omnibus Equity Award Plan, as Amended and Restated were as follows:

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Dollar value of shares repurchased upon restricted stock/PSU vesting (in thousands) $ 1,874 $ 6,237 $ 5,155

Convertible Preferred Stock— The Company has 20 million shares of convertible preferred stock authorized, with a $ 0.01 par value.

Section 382 Rights Plan— On January 28, 2025, the Company adopted a shareholder rights plan designed to protect stockholder value by preserving the availability of the Company’s net capital loss carryforwards (“Carryforwards”) and other tax attributes under the Internal Revenue Code of 1986, as amended (the “Code”) (such plan, the “Section 382 Rights Plan”).

The Section 382 Rights Plan aims to preserve the Company's Carryforwards by creating a disincentive for any stockholder to accumulate beneficial ownership of 4.99 % or more of the Company's outstanding common stock, or to further accumulate the Company's common stock if the stockholder's beneficial ownership already exceeds 4.99 % in each case without the approval of the Company's Board of Directors.

Convertible Preferred Stock— As of December 31, 2024 the Company had 20 million shares of convertible preferred stock authorized, with a $ 0.01 par value.

No shares have been issued and outstanding since prior to our initial public offering in 2007.

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The Company’s amended and restated certificate of incorporation permits the terms of any preferred stock to be determined at the time of issuance.

Simultaneously with the adoption of the Section 382 Rights Plan, the authorized but unissued convertible preferred stock, par value $ 0.01 have been cancelled.

Dividend provisions

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The liquidation value is $ 2.17 per share, subject to adjustments for stock splits, stock dividends, combinations, or other recapitalizations of the preferred stock.

Preferred Stock Purchase Rights— Pursuant to the Section 382 Rights Plan, the Company has authorized and declared a dividend distribution of one right ("Right") for each outstanding share of Common Stock to stockholders of record as of the close of business on February 7, 2025 ("Record Date").

Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series 1 Participating Preferred Stock, par value $ 0.01 per share (the “Series 1 Preferred Stock”), of the Company at an exercise price of $ 17.00 (the “Exercise Price”), subject to adjustment.

Each share of Series 1 Preferred Stock will not be redeemable;

will be entitled to a quarterly dividend equal to the higher of $ 1 or 1000 times the dividends paid on each share of Common Stock;

will be entitled upon a liquidation, dissolution or winding up of the Company to the higher of $ 1 or 1000 times the per share amount distributed to Common Stock in such transaction;

will have 1000 times

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the voting power per share of Common Stock and generally vote together with the Common Stock;

and will be entitled to receive in a merger, consolidation or similar transaction of the Company 1000 times the per share consideration payable to Common Stock in such transaction.

Dividends— No dividends were declared during the years ended December 31, 2024, 2023 or 2022.

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This statement requires that all items that are required to be recognized as components of comprehensive income be reported in a financial statement with the same prominence as other financial statements.

During the year ended December 31, 2021, the Company had $ 28.1 million of currency translation adjustments reclassified to the Statements of Operations related to the removal of eFC's net assets.

The Company had no amounts reclassified out of accumulated other comprehensive income for the year ended December 31, 2022.

The Company had no amounts reclassified out of accumulated other comprehensive income for the years ended December 31, 2024 and 2022.

During the year ended December 31, 2023, the Company had $ 0.2 million of currency translation adjustments reclassified to the statements of operations related to selling a portion of its eFC ownership.

The foreign currency translation adjustments impact

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

comprehensive income.

The foreign currency translation adjustments impact comprehensive income.

Accumulated other comprehensive income (loss), net consists of the following components, net of tax (in thousands):

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The Company also offers an Employee Stock Purchase Plan.

Stock-based compensation disclosures within this note include expense and shares related to the eFC business through June 30, 2021.

The Company recorded stock based compensation expense of $ 8.1 million, $ 9.9 million, and $ 9.5 million during the years ended December 31, 2024, 2023, and 2022, respectively.

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Vesting occurs over one year for Board members and over two to four years for employees.

A summary of the status of restricted stock awards as of December 31, 2023, 2022, and 2021 and the changes during the periods then ended is presented below:

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of the status of restricted stock awards as of December 31, 2024, 2023, and 2022 and the changes during the periods then ended is presented below:

Year Ended December 31,

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(2) PSUs forfeited includes 230,291 PSUs forfeited in the first quarter of 2024 related to the bookings achievement for the performance period ended December 31, 2023.

Stock Options— No stock options were granted during the years ended December 31, 2023, 2022, and 2021, and there were no stock options outstanding as of December 31, 2023, 2022 and 2021.

During the year ended December 31, 2021, 110,000 stock options were forfeited.

Employee Stock Purchase Plan— On March 11, 2020 the Company's Board of Directors adopted an Employee Stock Purchase Plan ("ESPP").

The ESPP was approved by the Company's stockholders on April 21, 2020.

The ESPP provides eligible employees the opportunity to purchase shares of the Company's common stock through payroll deductions during six-month offering periods.

Employee Stock Purchase Plan— The Company has an Employee Stock Purchase Plan ("ESPP"), which provides eligible employees the opportunity to purchase shares of the Company's common stock through payroll deductions during six-month offering periods.

The purchase price per share of common stock is 85 % of the lower of the closing stock price on the first or last trading day of each offering period.

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The maximum number of shares of common stock available for purchase under the ESPP is 500,000 , subject to adjustment as provided under the ESPP.

Individual employee purchases are limited to $ 25,000 per calendar year, based on the fair market value of the shares

Individual employee purchases are limited to $ 25,000 per calendar year, based on the fair market value of the shares on the purchase date.

The first offering period commenced January 1, 2022.

During the years ended December 31, 2024, 2023,

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

on the purchase date.

The first offering period commenced January 1, 2022.

During the years ended December 31, 2023 and 2022, 114,002 and 67,905 shares, respectively, were issued under the plan.

No shares were issued during the year ended December 31, 2021.

and 2022, 155,843 , 114,002 and 67,905 shares, respectively, were issued under the plan.

The annual compensation expense under the plan was less than $ 0.1 million during each of the years.

Deferred tax assets (liabilities) included in the balance sheet as of December 31, 2024 and 2023 are as follows (in thousands):

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Acquired intangibles ( 6,313 ) ( 6,355 )

Depreciation of fixed assets — ( 1,416 )

Capitalized contract costs ( 1,657 ) ( 1,578 )

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2024 2023 2022

Current income tax expense (benefit):

Current income tax expense:

Federal $ 3,213 $ 2,631 $ 2,478

State 329 801 743

Current income tax expense (benefit) 3,432 3,221 ( 178 )

Current income tax expense 3,542 3,432 3,221

Deferred income tax expense (benefit):

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation between tax expense (benefit) at the federal statutory rate and the reported income tax expense (benefit) is summarized as follows:

A reconciliation between tax expense at the federal statutory rate and the reported income tax expense (benefit) is summarized as follows:

Year Ended December 31,

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Accrual for unrecognized tax benefits, as recorded $ 1,060 $ 1,032

During the years ended December 31, 2023, 2022 and 2021, interest expense (income) and penalties recorded in the consolidated statements of operations were $ 18,000 , $( 20,000 ), and $( 27,000 ), respectively.

During the years ended December 31, 2024, 2023, and 2022, interest expense (income) and penalties recorded in the consolidated statements of operations were $ 0.03 million, $ 0.02 million, and $( 0.02 ) million, respectively.

Following is a reconciliation of the amounts of unrecognized tax benefits, net of tax and excluding interest and penalties, for the years ended December 31, 2024, 2023, and 2022 (in thousands):

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The Company has filed income tax returns in the U.S.

and various foreign jurisdictions.

The foreign returns relate to the eFC business, of which the Company transferred a majority interest and control to eFC's management on June 30, 2021.

See Notes 1 and 4 for additional disclosures.

and various states.

The Company is generally no longer subject to examinations by U.S.

federal tax authorities for tax years prior to 2021, or by U.S.

state and foreign authorities for tax years prior to 2019.

state authorities for tax years prior to 2020.

The Company believes it is reasonably possible that as much as $ 0.2 million of its unrecognized tax benefits may be recognized by the end of 2025 as a result of a lapse of the statute of limitations.

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EMPLOYEE SAVINGS PLAN

The Company has a savings plan (the “Savings Plan”) that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code.

The Company has a savings plan (the “Savings Plan”) that qualifies as a deferred salary arrangement under Section 401(k) of the Code.

Under the Savings Plan, participating employees may defer a portion of their pretax earnings, up to the Internal Revenue Service annual contribution limit.

The Company contributed $ 2.2 million, $ 2.4 million, and $ 2.1 million for the years ended December 31, 2024, 2023 and 2022, respectively, to match employee contributions to the Savings Plan.

EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is computed based on the weighted-average number of shares of common stock outstanding.

Diluted earnings per share is computed based on the weighted-average number of shares of common stock outstanding plus common stock equivalents, where dilutive.

The following is a calculation of basic and diluted earnings (loss) per share and weighted-average shares outstanding (in thousands, except per share amounts):

SEGMENT INFORMATION

The Company’s CODM is the Company’s Chief Executive Officer, Art Zeile.

The CODM uses net income, as reported on our consolidated statements of operations, in evaluating performance of the Tech-focused segment in determining how to allocate resources of the Company as a whole, including investing in our product development, sales and marketing campaigns, employee compensation, and stockholder programs.

The Company allocates resources and assesses financial performance on a consolidated basis, as all services pertain to the Company's Tech-focused strategy.

As a result, t he Company has a single operating and reportable segment, Tech-focused includes the ClearanceJobs and Dice brands, as well as corporate related costs.

All operations are in the United States and the Company does not have revenues and long-lived assets, which includes fixed assets and lease right of use assets, outside of the United States.

The accounting policies of the Tech-focused segment are the same as those described in Note 2 of the notes to the consolidated financial statements.

The Company has concluded that on the basis of the principles in ASC 280, the expenses below require disclosure under the significant expense principle.

The CODM does not review assets in evaluating results of the Tech-focused segment, and therefore, such information is not provided.

The following table provides the operating financial results of our Tech-focused segment (in thousands):

For the year ended December 31,

2024 2023 2022

Income (loss) from continuing operations $ 3,491 $ 4,176 $ ( 402 )

Income (loss) from discontinued operations, net of tax $ — $ — $ ( 29,340 )

Net Income (loss) $ 3,491 $ 4,176 $ ( 29,742 )

Revenues $ 141,926 $ 151,878 $ 149,680

Adjusted cost of revenues (1)

20,163 19,787 17,602

Adjusted product development (1)

18,837 17,777 17,674

Adjusted sales (1)

27,371 36,161 35,166

Adjusted marketing (1)

19,825 20,984 24,197

Adjusted general and administrative (1)

20,417 20,913 24,091

Depreciation 17,972 16,915 17,487

Restructuring 1,111 2,417 —

Other segment expenses (1)(2)

10,305 10,322 9,883

Income from equity method investment ( 225 ) ( 502 ) ( 1,597 )

Interest expense 3,200 3,482 1,580

Income tax expense (benefit) 2,697 131 ( 579 )

Net income $ 253 $ 3,491 $ 4,176

(1) Excludes certain severance, professional fees and related costs, and stock based compensation expense.

These costs are included in Other segment expenses.

(2) Other segment expenses included in net income primarily includes proceeds from settlements, gain on investment, impairment of investment, stock based compensation, and certain severance, professional fees and related costs.

EARNINGS PER SHARE

Basic earnings per share is computed based on the weighted-average number of shares of common stock outstanding.

Diluted earnings per share is computed based on the weighted-average number of shares of common stock outstanding plus common

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

stock equivalents, where dilutive.

The following is a calculation of basic and diluted earnings per share and weighted-average shares outstanding (in thousands, except per share amounts):

2024 2023 2022

Net Income $ 253 $ 3,491 $ 4,176

Weighted-average shares outstanding—basic 44,648 43,571 44,274

1 unchanged sentence

Weighted-average shares outstanding—diluted $ 45,090 $ 44,496 $ 46,533

Basic earnings (loss) per share - continuing operations $ 0.08 $ 0.09 $ ( 0.01 )

Diluted earnings (loss) per share - continuing operations $ 0.08 $ 0.09 $ ( 0.01 )

Basic earnings (loss) per share - discontinued operations $ — $ — $ ( 0.63 )

Diluted earnings (loss) per share - discontinued operations $ — $ — $ ( 0.63 )

Basic earnings (loss) per share $ 0.08 $ 0.09 $ ( 0.64 )

Diluted earnings (loss) per share $ 0.08 $ 0.09 $ ( 0.64 )

Shares excluded from the calculation of diluted earnings per share (2)

(1) For the twelve months ended December 31, 2021, 2.6 million shares were excluded from the computation of shares contingently issuable upon exercise as we recognized a net loss from continuing operations.

Basic earnings per share $ 0.01 $ 0.08 $ 0.09

Diluted earnings per share $ 0.01 $ 0.08 $ 0.09

Dilutive shares issuable from unvested equity awards

442 925 2,259

Anti-dilutive shares issuable from unvested equity awards (1)

3,386 2,009 137

(1) Represents outstanding stock-based awards that were anti-dilutive and excluded from the calculation of diluted earnings per share.

1 unchanged sentence

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 8. Financial Statements and Supplementary Data