Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________________________
FORM 10-K
______________________________________________
(Mark One)
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐ TRANSITION PERIOD PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
______________________________________________
OR
FOR THE TRANSITION PERIOD FROM TO
Commission File Number: 001-33584
______________________________________________
DHI Group, Inc.
(Exact name of Registrant as specified in its Charter)
______________________________________________
Delaware
(State or other jurisdiction of
incorporation or organization)
6465 South Greenwood Plaza, Suite 400
Centennial, Colorado
(Address of principal executive offices)
20-3179218
(I.R.S. Employer
Identification No.)
80111
(Zip Code)
(212) 448-6605
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.01 per share
Trading Symbol(s)
DHX
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
______________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Table of Contents
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging
growth company. See definition of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company" and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☑ Non-accelerated filer ☐ Smaller Reporting Company ☑
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 726(b)) by the registered public accounting firm that prepared or issued its audit
report. ☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The aggregate market value of common stock held by non-affiliates of the registrant was approximately $101,000,000 as of June 30, 2020, the last business day of
the registrant’s second fiscal quarter of 2020.
As of January 29, 2021, there were 52,240,161 shares of the registrant’s common stock, par value $.01 per share, outstanding.
Part III incorporates information from certain portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission
within 120 days after the fiscal year end of December 31, 2020.
DOCUMENTS INCORPORATED BY REFERENCE
Table of Contents
PART I.
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV.
Item 15.
Item 16.
DHI GROUP, INC.
TABLE OF CONTENTS
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions and Director Independence
Principal Accounting Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
1
Page
4
14
30
30
31
31
31
33
34
57
58
89
89
92
93
95
95
95
95
96
99
Table of Contents
NOTE CONCERNING FORWARD-LOOKING STATEMENTS
Information contained herein contains forward-looking statements. You should not place undue reliance on those statements because they are subject to numerous
uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control.
Forward-looking statements include information concerning our possible or assumed future results of operations, and descriptions of our business strategy. These
statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These
statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions,
expected future developments and other factors we believe are appropriate under the circumstances. Although we believe that these forward-looking statements are
based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual
results to differ materially from those in the forward-looking statements. These factors include, but are not limited to:
our ability to execute our tech-focused strategy;
write-offs of goodwill, tradename and intangible assets;
competition from existing and future competitors;
changes in the recruiting and career services business and technologies, and the development of new products and services;
failure to develop and maintain our reputation and brand recognition;
failure to increase or maintain the number of customers who purchase recruitment packages;
failure to attract qualified professionals or grow the number of qualified professionals who use our websites;
results of operations fluctuate on a quarterly and annual basis;
inability to successfully integrate future acquisitions or identify and consummate future acquisitions;
•
•
•
•
•
•
•
•
•
• misappropriation or misuse of our intellectual property, claims against us for intellectual property infringement or the failure to enforce our ownership or
use of intellectual property;
disruption resulting from unsolicited offers to purchase the company;
failure of our businesses to attract, retain and engage users;
our foreign operations;
inability to expand into international markets;
unfavorable decisions in proceedings related to future tax assessments;
taxation risks in various jurisdictions for past or future sales;
significant downturn not immediately reflected in our operating results;
our indebtedness;
covenants in our Credit Agreement (as defined below);
inability to borrow funds under our Credit Agreement or refinance our debt;
compliance with the continued listing standards of the New York Stock Exchange (the “NYSE”);
volatility in our stock price;
failure to maintain internal controls over financial reporting;
failure to timely and efficiently scale and adapt our existing technology and network infrastructure;
capacity constraints, systems failures or breaches of network security;
failure to realize the full potential of our network;
decrease in user engagement;
Internet search engine methodologies and their impact on our search result rankings;
failure to halt the operations of websites that aggregate our data, as well as data from other companies;
our reliance on third-party data hosting facilities;
compliance with laws and regulations concerning collection, storage and use of professionals’ professional and personal information;
U.S. and foreign government regulation of the internet and taxation;
a review of strategic alternatives may occur from time to time and the possibility that such review will not result in a transaction;
loss of key executives and technical personnel and our ability to attract and retain key executives, including our CEO;
increases in the unemployment rate, cyclicality or downturns in the United States or worldwide economies or the industries we serve, labor shortages, or
job shortages;
decreases or delays in business-to-business technology advertising spending could harm our ability to generate advertising revenue;
compliance with changing corporate governance requirements and costs incurred in connection with being a public company;
changes in foreign currency exchange rates;
the UK’s departure from the EU; and
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
2
Table of Contents
•
the impact of the novel coronavirus disease ("COVID-19") or other public health issues could have on our business and financial condition and the
economy in general.
NON-GAAP FINANCIAL MEASURES
Information contained herein contains certain non-GAAP financial measures. These measures are not in accordance with, or an alternative for, generally accepted
accounting principles in the United States (“GAAP”). Such measures presented herein include Adjusted Revenues, adjusted earnings before interest, taxes,
depreciation, amortization, non-cash stock based compensation expense, impairment, gain or loss on sale of business including the prior operating results of those
businesses, and other income or expense (“Adjusted EBITDA”), and Adjusted EBITDA Margin. See Item 7 “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” for definitions of these measures as well as reconciliations to the comparable GAAP measure.
3
Table of Contents
PART I
Item 1. Business
Information Availability
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy and information statements and other material
information concerning us are available free of charge on the Investors page of our website at www.dhigroupinc.com. Our reports filed with the SEC are also
available by visiting http://www.sec.gov.
Introduction and Summary
This section provides an overview of DHI Group, Inc. (“Company” or “DHI”). Please see our consolidated financial statements included elsewhere in this report
for additional discussion regarding our results of operations for the year ended December 31, 2020.
(in thousands)
Revenues
Operating income (loss)
Income (loss) before income taxes
Net income (loss)
Diluted earnings (loss) per share
Net cash flows from operating activities
(2)
(2)
(1)
Adjusted EBITDA
Adjusted EBITDA Margin
(3)
(3)
FY 2020
FY 2019
Change
$
$
$
$
$
$
$
136,878
(29,605)
(32,434)
(30,015)
(0.62)
18,683
29,924
22 %
$
$
$
$
$
$
$
149,370
17,025
16,324
12,551
0.24
22,923
34,859
23 %
(8)%
(274)%
(299)%
(339)%
(358)%
(18)%
(14) %
n.m.
(1) Operating income for the year ended December 31, 2020 includes impairments of intangible assets and goodwill of $38.8 million. Operating income for the year ended
December 31, 2019 includes disposition related and other costs of $1.7 million and a loss of $0.5 million related to the sale of Hcareers.
(2) Net loss and diluted loss per share for the year ended December 31, 2020 includes the negative impact of $37.9 million, net of tax, and $0.78 per share related to the items
identified in number 1 above as well as the impairment of an equity investment and the impact of discrete tax items. Net income and diluted earnings per share for the year
ended December 31, 2019 includes the negative impact of $1.6 million, net of tax, and $0.04 per share related to the items identified in number 1 above as well as the impact
of discrete tax items.
(3) For a description of these non-GAAP measures and reasons why management believes they provide useful information to investors, please see “Management’s Discussion
and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources, and Non-GAAP Measures” located elsewhere in this report.
4
Table of Contents
2020 Highlights
Deliver Innovative Career
Marketplace Features
DHI's primary goals for 2020 were to invest in and to deliver even greater value to both clients and candidates
of its three brands, Dice, ClearanceJobs, and eFinancialCareers, including marketplace capabilities and other
innovative services to help employers build their tech workforce and technologists to manage their careers,
amidst uncertainty and remote work. The Company also invested significantly in improving its sales and
marketing capabilities to drive future growth, while maintaining EBITDA margins. Key results include:
Dice delivered additional career marketplace capabilities with the launch of Recruiter Profile, allowing clients
to enrich profiles with photos, personal information and details, creating greater transparency and personalizing
the recruiter behind the role; and Messaging to allow real-time career connection conversations within the
platform.
Dice Remote Jobs launched in May, enabling employers to tap into pools of remote workers across the U.S. to
increase talent pipelines and diversify work forces as part of a nationwide shift toward remote work while
allowing easier filtering for technologists to apply for remote-only jobs.
ClearanceJobs further enhanced its dynamic career marketplace launching Favorites, allowing clients to flag
top candidate prospects and receive alerts on activity; Automated Recruiter Workflow, allows recruiting teams
to automate recruitment processes like connecting with potential candidates, sending introduction messages, or
tagging candidates to a specific job opening, eliminating 3.5 hours of administrative task time per recruiter per
day; and Client Team Dashboard, enabling clients to see the full view of their recruitment team activity, linking
activities to successful hiring patterns.
eFinancialCareers completed the foundation of the marketplace, launching Job Alerts, which help candidates
find jobs that fit their skills and interests, Enhanced Candidate Profile, enabling finance professionals to create
a richer profile and eFC Follow, Voice, Video, a rich set of communication tools for recruiters and
professionals to engage in career discussions virtually.
Strengthen Go-To-Market
Capabilities
DHI transformed its sales function under new leadership with expansions of sales teams, account management
(customer success), sales operations, and sales enablement. Specifically, the Company added 20 sales reps
focusing on Dice SRC and commercial accounts, and ClearanceJobs.
Dice further cemented its position as a trusted market leader through stronger communication of new products
and enhanced digital marketing initiatives. The result was over 10% year-over-year increase in candidate
visible profiles, demonstrating greater trust in the platform and more than 45% growth in applications,
delivering more relevant candidates for employers to grow their tech workforces.
Pivot to Growth
ClearanceJobs began selling directly to the federal government in addition to the government contractors that
make up its historical customer base and in the process, added a potentially significant new market and growth
vehicle.
Despite overall uncertainty in markets for the majority of 2020, Dice exceeded booking targets in the fourth
quarter, indicating a pivot toward growth for 2021.
The Company maintained strong EBITDA margins of 22% while continuing to make strategic investments to
maximize growth opportunities.
5
Table of Contents
Company Profile
DHI was incorporated in Delaware on June 28, 2005 and is a leading provider of software products, online tools and services to deliver career marketplaces to
candidates and employers globally. DHI's three brands — Dice, ClearanceJobs and eFinancialCareers— enable recruiters and hiring managers to efficiently search,
match and connect with highly skilled technologists in specialized fields, particularly technology, those with active government security clearances and in financial
services. 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:
•
•
•
Providing the best search and match solution for recruiters and employers;
Delivering the most relevant and personalized technology career related content; and
Aggregating and analyzing workforce intelligence data to deliver specialized insights.
The majority of our revenues today are generated through the sale of recruitment packages, which allow customers to post jobs on our websites and source
candidates through our resume databases. Recruitment packages are typically provided through contractual arrangements with annual, quarterly or monthly terms.
Our Products and Services
We help organizations find the best talent, and we help technology, financial and security cleared professionals find the best jobs to advance their careers. Our
vision is to create indispensable career marketplaces that match the highest quality candidates with the right career opportunities. Our solutions are available
individually or bundled in packages, including:
•
•
•
Talent databases. Each of our brands provide candidate databases with search capabilities that return relevant profiles, resumes, and social and web
profiles that allow for a broader pool of talent. We help clients quickly find and connect with top talent to make their recruiting efforts more efficient.
Job postings. Our job platforms are focused on specific verticals tailored to technology, finance and security-cleared individuals, making it easier for
professionals to search for relevant jobs. In turn, the applications received by clients are more likely to be relevant and qualified compared to applications
received on generalist sites. Providing professionals with the most relevant job postings benefits both the talent and the recruiting organization.
Employer Branding. Each of our brands has a suite of offerings that help clients amplify their brand to reach more professionals. Possible solutions
include display advertising, email, enhanced job postings or company profiles, and social targeting.
• Managed Services. This premium service delivers sourced and screened candidates to recruiters and employers.
•
Content and data. Each of our brands provides tailored content to help professionals manage their careers and provide employers insight into recruiting
strategies and trends.
Industry and Skill Focused Brands
During 2020 we offered our talent acquisition and career development products and tools through the following key brands:
2
Yrs. in Operation
Service
Dice
ClearanceJobs
eFinancialCareers
¹ Recruitment packages are a combination of job postings and/or access to our searchable database of candidates.
Includes Career Events
2
Specialized Focus
Technology and engineering in the U.S.
Security-cleared professionals
Financial services and technology
30
18
20
Primary Source of Revenues
Recruitment packages¹, career fairs and open houses
Recruitment packages¹
Recruitment packages¹ and job postings
Dice has been a go-to destination for technology and engineering talent in the United States for the past 30 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. Dice had approximately 58,000 job postings as of
December 31, 2020 and during 2020, Dice had, on average, approximately 1.5 million monthly users.
Customers can purchase recruitment packages, job postings or advertisements. Approximately 94% of Dice revenue was derived from recruitment packages in
2020. Recruitment packages offer our customers the ability to access the candidate resume database and post up to a specified number of jobs. Customers are
encouraged to purchase our recruitment packages on
6
Table of Contents
an annual basis. Candidate Match and Search on Dice is powered by IntelliSearch, a proprietary machine-learning technology that is foundational to many Dice
products and services.
Professionals can post their resumes, search jobs and access our career-related content, news and tools. Skill Center, a tool implemented by Dice, uses data
aggregated from across the web to show skills trends, giving professionals insights into potential skills gaps and development areas. Salary Predictor and Salary
Calculator offer real-time salary tools leveraging predictive analysis to help tech professionals and employers discover tailored salary estimates based on skills, job
titles, years of experience and location. Job Search and Job Alerts deliver tailored and personalized career opportunities to candidates.
ClearanceJobs is a leading Internet-based career network dedicated to matching security-cleared professionals with the best hiring companies searching for
employees. Authorized U.S. government contractors, federal agencies, national laboratories and universities utilize The Cleared Network to quickly and easily find
candidates with specific, active security clearance requirements to fill open jobs in a range of disciplines. ClearanceJobs NextGen platform provides opportunities
for employers and candidates to engage in real-time through messaging and employers to promote brand differentiators through BrandAmp and Pulse. The
majority of candidates with resumes in our database have high-level security clearance. ClearanceJobs had approximately 53,000 job postings as of December 31,
2020 and during 2020, ClearanceJobs had, on average, 621,000 monthly users.
eFinancialCareers is one of the world’s leading financial services careers websites, operating websites in multiple markets in four languages mainly across the
United Kingdom, Continental Europe, Asia, Australia, 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 eFinancialCareers to advance their careers.
Employers can engage with financial services professionals through real-time messaging and promote their employment brand through Recruiter Profiles.
eFinancialCareers had approximately 14,500 job postings as of December 31, 2020 and during 2020, eFinancialCareers had, on average, 2.0 million monthly users.
During 2018, our results also included the activities related to the following brands:
Service
Dice Europe
Rigzone
BioSpace
5
Hcareers
3
4
2
Specialized Focus
Technology and engineering in the U.K. and Germany
Oil and gas
Biotechnology
Hospitality
Primary Source of Revenues
Job postings and advertising
Recruitment packages¹ and advertising
Job postings and advertising
Job postings
¹ Recruitment packages are a combination of job postings and/or access to our searchable database of candidates.
Dice Europe ceased operations on August 31, 2018.
2
Rigzone sold the RigLogix portion of the Rigzone business on February 20, 2018 and DHI transferred majority ownership of remaining Rigzone business to Rigzone management on August
3
31, 2018.
DHI transferred majority ownership of BioSpace on January 31, 2018 to BioSpace management and sold its remaining minority stake in BioSpace to BioSpace management on April 30, 2020.
4
Hcareers was sold May 22, 2018.
5
Our Industry
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. There is a shortage of skilled professionals worldwide and we believe that the overall demand for talent acquisition and career
development products and services has significant long-term growth potential.
We also believe that certain industries that employ highly-skilled and highly-paid professionals will experience particularly strong demand for effective recruiting
solutions due to the scarcity of such professionals. For example, as of December 2020, the seasonally unadjusted U.S. unemployment rate was 3.0% for computer-
related occupations and 3.1% in the finance sector, as compared to the overall national average of 6.7%, seasonally adjusted. Historically, the unemployment rate
for college graduates has been lower than the unemployment rate for the U.S. overall. As of December 2020, the seasonally unadjusted unemployment rate for
college graduates was 3.6%. We believe that there are four major trends that will continue to shape demand for talent acquisition services:
7
Table of Contents
•
•
• 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. According to analysis
from Microsoft, world-wide digital jobs are expected to grow from 41 million in 2020 to 190 million in 2025.
Continued professional interest in career brands specific to industry and skills. Our services focus on domains or industries that require specialized
skills and knowledge and, thus, customized content, profiles and search parameters. In addition, the technology professionals often share a sense of
personal identity and community that goes beyond the confines of their careers. We believe that both specialized skills and the sense of personal identity
and community lead professionals in our verticals to prefer specialized career brands over generalist ones.
Talent attraction and retention becoming more of a strategic priority for companies. The PWC 23rd Annual Global CEO Survey found that 32% of
CEOs in North America are 'extremely concerned' about the availability of key skills as a threat to their organizations’ growth prospects. In this
environment where top talent is hard to find, organizations are increasingly prioritizing retention of talent and upskilling. According to the PWC report,
only 18% of CEOs believe their organizations have made progress in establishing upskilling programs to develop employees' capabilities and
employability with technical, soft and digital skills. These programs are an effort by organizations globally to address the aging labor force and short
supply of technical, digital and soft skills.
Increased use of data and analytics in human capital management and increased need for insights. As many companies prove the power of analytics in
marketing and other business domains, organizations are seeking to gain a competitive advantage by applying data-driven insights to improve their hiring,
retention and leadership capabilities.
•
In this environment, we believe there is an opportunity for career management and talent acquisition tools that leverage the common interests, goals and skills of
select professional communities. We believe that a focus on professional communities allows organizations to more efficiently identify talent, with more complete
data and insights about that talent.
Our Value Proposition
We are a leading provider of data, insights and employment connections through specialized online professional communities organized around common
professional interests and skill sets powered by technology. This specialized approach provides technology professionals with more relevant career related
information and opportunities, enhancing their ability to maximize their careers. Through engaging with professionals, we are able to build rich and unique data
sets around valuable talent pools. The combination of our focused online professional websites and rich data sets allows organizations to find and hire professional
talent more efficiently and effectively, and therefore incentivizes them to source talent through our online professional communities. The benefits our services
provided to both professionals and recruiting customers create a robust marketplace.
Benefits we provide to Professionals
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. 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.
Skills/industry-specific career management tools, information and insights. 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. In addition, the Salary
Predictor allows professionals to evaluate their market value and map out which skills will increase their value. eFinancialCareers provides industry-specialized
online career content, as well as career guides targeted to college and graduate students. We believe our career development services and tools provide
professionals with the insights they need to propel their careers forward, and thus increase the engagement of professionals with our sites.
Benefits we provide to our Customers
Large pools of qualified and hard-to-reach professionals. We seek to improve the efficiency of the recruiting process for our customers by providing efficient
access to large pools of highly qualified and hard-to-reach professionals. Because the communities of professionals who visit our websites are highly-skilled and
specialized within specific industries, we believe our customers who post jobs receive applications from candidates who are better qualified for the positions, and
that they receive fewer irrelevant applications than when using generalist sites. In addition, since our resume data and resume search
8
Table of Contents
functions are highly tailored by specialty, we believe that our customers can more efficiently identify talent using our resume databases than by using broader
services.
Relevant information on prospective candidates. We believe that the specialized nature of our job posting and resume search products makes them inherently
more relevant and efficient for recruiting. Using all of these products together gives our customers the most complete view of a prospective candidate, and allows
them to not only identify the best talent but also tailor their recruiting approach to each individual.
Hyper-targeted candidate outreach and employer branding. We offer recruiting customers the ability to target hard-to-find professionals with messages in the
online forums they frequent. Our social targeting service leverages our social aggregation capabilities to assemble candidate target lists based on specific factors
like skill sets, work experience, location, or interests; then executes hyper-targeted employer branding or job search campaigns in online forums where specific
potential candidates spend time.
Our Strategic Goals
Since arriving in April of 2018, CEO Art Zeile has led an aggressive effort to focus and build on our legacy of market leadership in technology talent acquisition
and reinvigorate the business in multiple respects, including delivering best-in-class candidate quality and match capabilities; transforming Dice and
eFinancialCareers from their job board legacies into indispensable career marketplaces modeled on our market-leading and high growth brand, ClearanceJobs;
investing in functional excellence to drive growth and product innovation; and transforming/expanding our sales team to drive renewed growth.
Delivering best-in-class candidate quality and match capabilities for technology roles. 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. In 2020, we dramatically improved the quality of our Dice candidate database 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. Our proprietary and patent-pending machine-learning technology, IntelliSearch, powers many Dice and ClearanceJobs products
and is foundational to providing relevant job opportunities for candidates and efficient search and match solutions for clients.
Building indispensable tech-focused career marketplaces. ClearanceJobs has established a unique franchise in the market for cleared professionals, many with
tech experience. Built on a unique cohort of candidates and specialized employer and recruiter tools together, ClearanceJobs is a highly interactive two-sided
marketplace environment. These attributes provide clear and measurable ROI for clients and has contributed to ClearanceJobs more than doubling its revenue over
the past five years. With over 18 years in the market, we believe ClearanceJobs is a highly defensible and valuable business. We are in the process of transforming
our Dice and eFinancialCareers brands into similar career marketplaces customized for the needs of their unique candidate and client communities. In 2020, we
delivered the final components of eFinancialCareers marketplace capabilities focused on driving adoption with clients and candidates. We delivered foundational
career marketplace features for Dice in 2020, focusing on landing launches and driving adoption with customers. We expect these changes to transform the way
our stakeholders use these solutions and to drive results as adoption increases.
Investing in functional excellence and product innovation. Since joining DHI, CEO Art Zeile has built a leadership team capable of driving growth and
supporting a culture of high performance. Over the course of the year, the team reinvigorated their functional areas to drive results in the business, working towards
the common goal of launching and landing innovative products in the market. Specifically, in 2020 the Company released a number of products to help employers
find tech candidates and technologists further their careers. These include, at Dice: Recruiter Profile and Instant Messaging; at ClearanceJobs: Favorites to flag top
candidates; and at eFinancialCareers: Job Alerts and Voice, Video and Follow allowing employers and candidates better opportunities to connect in real-time. As a
pandemic forced professionals everywhere to work from home, Dice fast-tracked its Remote Jobs product, enabling employers to tap into pools of remote workers
across the U.S. to increase talent pipelines and diversify work forces and technologists to continue to further their careers through finding remote work
opportunities.
We are investing to further increase the pace of innovation by adding engineers to our technology team, centered around a domain-driven development model to
increase the quality and speed of product delivery. Our marketing team is focused on delivering results at lower cost in terms of driving traffic to Dice and eFC,
growing visible profiles and applications with less spend and with more to come as we leverage new capabilities in customer relationship management (CRM),
product marketing, and digital analytics, among others.
9
Table of Contents
Transforming our sales and customer success efforts to drive growth. As early leaders in online talent acquisition, DHI’s brands have a legacy of strong recurring
clients and revenue and, as a result, renewals have historically provided the majority of the Company’s revenues. We believe there is significant opportunity to
grow our customer base and expand to new revenue opportunities, particularly with commercial accounts, or clients who recruit for their own needs, with an
expanded and better enabled sales force. Our customer success team implemented new strategies to drive proactive external engagement and report real-time
feedback to better include the customer voice to influence our product roadmap. We will continue to grow our sales team as opportunities arise.
Marketing and Sales
We focus our long-term consumer marketing efforts on growing the number of professionals who visit and engage with our websites, which we believe increases
the attractiveness of our websites to our customers. We use a combination of direct marketing, branding and communications initiatives, including content, to
increase our brand awareness, traffic, new and updated profiles and applications to job postings. We primarily engage in digital media including search engine
marketing, online advertising, social media, email and content marketing. Many of our brands use strategic alliances with relevant publishers, trade associations
and industry groups to increase reach and traffic. Some of our brands have also invested in broader awareness campaigns through digital media and partnerships.
Our customer marketing efforts are primarily focused on lead generation activities, such as digital media, email campaigns and participation in industry events. We
use marketing communications, such as media relations, social media, and thought leadership content, to enhance brand awareness and client relationships. Many
of our ongoing customer marketing efforts focus on driving increased customer understanding of our product innovation and tools to drive increased product usage.
We sell our products primarily through our direct sales force. We have a number of direct sales teams globally organized by brand, market segment, and
geography. Our field sales groups target Fortune 1000 companies, large staffing and recruiting firms and other large and mid-size businesses. Our strategy in 2020
focused on implementing new sales processes, methodologies, and forecasting to drive improvements to better address market opportunities and our clients' needs.
We increased our focus on customer success to drive renewal rates with existing customers. Our in-house sales teams focus on generating new business from
recruiters as well as small and mid-size companies, renewing customer contracts, increasing the service levels customers’ purchase and servicing the needs of our
largest clients. As of December 31, 2020, we employed approximately 111 sales personnel in the United States and approximately 29 in the rest of the world. In
addition to our internal sales organization, we also use ad networks to help generate ad sales.
We also invest in fraud detection initiatives and maintain teams of account managers and customer support specialists who work to ensure customers get the most
from our products and services by providing training and assistance. In addition to technologies we leverage for fraud detection, our customer support departments
perform some compliance functions, such as reviewing the websites for false or inaccurate job postings.
Customers
We currently serve a diversified customer base consisting of approximately 9,500 customers in total. No one customer accounted for more than 10% of our
revenues in 2020. 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, 2020 notable customers of the Dice and ClearanceJobs businesses included AT&T, Adecco, Amazon, Cisco,
GEICO, Kforce, Manpower, Microsoft, NCI, Procter & Gamble, Samsung, UnitedHealth and Verizon. Notable customers of eFinancialCareers included Bank of
America, Bank of China, BlackRock, Bloomberg, BNP Paribas, China Construction Bank Corp, China Credit Suisse, CitiBank, Goldman Sachs, HSBC Holdings,
JPMorgan Chase & Co., Morgan Stanley, Mistusbishi UFJ Financial Group and Standard Chartered.
Technology
We use a variety of open source and proprietary technologies to support our website services. Our websites provide a multitenancy technology platform with
multiple application services developed to perform at scale. We primarily utilize Amazon Web Services (AWS) as our cloud infrastructure platform, which enables
us to scale our compute, network, and storage capacity on an as-needed basis. Our application services and data connections are continually monitored 24/7 for
performance and stability. Our application and infrastructure architecture enable us to ensure global reach, as well as advantages in resiliency and cloud
delivery. Job seekers and customers can access our websites with any standard web browser, mobile web browsers, and iOS and Android applications. Our
websites also utilize AWS disaster recovery, redundancy, and
10
Table of Contents
resiliency services, including multi-availability zone, multi-region, redundant storage and networking solutions, and self-healing capabilities.
Competition
The market for talent acquisition services is highly competitive with multiple online and offline competitors. With the evolution of the online recruiting model,
there has been an increasing need to provide ease-of-use and relevance to professionals, as well as an efficient and cost-effective recruitment method for direct
employers, recruiters and staffing companies. Additionally, further technological advancements and evolution of social networks increasing the interaction between
candidates and potential employers have made it easier for new competitors to emerge, and advertisers have many alternatives available to reach their target
audiences. Our ability to maintain our existing customer base and generate new customers depends to a significant degree on the quality of our candidate databases
and audiences, the quality of our services, our ability to enhance our websites and the underlying technology of our websites to meet the needs of a rapidly-
evolving marketplace, our pricing strategy and ability to introduce value-added products and services, contracting alternatives such as subscription or consumption
based models, and our reputation among our candidates and our customers and potential customers, who are increasingly sophisticated and demanding. Our
competitors include:
•
•
•
•
•
•
•
•
•
•
social and professional networking sites, such as LinkedIn, Facebook, Twitter and Google;
niche or specialist professional networking sites such as GitHub and Stack Overflow;
generalist job boards, some of which have substantially greater resources and brand recognition than we do, such as CareerBuilder, Monster, StepStone,
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, Google and Craigslist;
career-focused community sites such as Glassdoor;
newspaper and magazine publishers, national and regional advertising agencies, executive search firms and search and selection firms that carry classified
advertising, many of whom have developed, begun developing or acquired new media capabilities, such as recruitment websites, or have partnered with
generalist job boards;
specialized services focused specifically on the industries we service, such as FT.com, Doximity, Upwork and JobServe;
new and emerging competitors with new business models and products;
our customers, who seek to recruit candidates directly by using their own resources, including corporate websites; and
general business sites and print publications, as well as technology news and information community sites, such as Google News, Digg.com and
Reddit.com.
Intellectual Property
We seek to protect our intellectual property through a combination of service marks, trademarks, copyrights and other methods of restricting disclosure of our
proprietary or confidential information. As we continue to develop and improve our technology, patents may become a more significant part of our intellectual
property in the foreseeable future. We generally enter into confidentiality agreements with our employees, consultants and vendors. We also seek to control access
to and distribution of our technology, documentation and other proprietary information.
We generally pursue the registration of the material service marks we own in the United States and internationally, as applicable. 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 and other countries include DICE, CLEARANCEJOBS.COM, and EFINANCIALCAREERS. 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.
Although we generally pursue the registration of our material service marks and other material intellectual property we own, where applicable, we have trademarks
and/or service marks that have not been registered in the United States and/or other jurisdictions. We have not registered the copyrights in the content of our
websites and do not intend to register such copyrights.
The steps we have taken to protect our copyrights, trademarks, service marks and other intellectual property may not be adequate, and third parties could infringe,
misappropriate or misuse our intellectual property. If this were to occur, it could
11
Table of Contents
harm our reputation and affect our competitive position. See Item 1A. “Risk Factors—Misappropriation or misuse of our intellectual property could harm our
reputation, affect our competitive position and cost us money.”
Investments
DHI has made no significant investments through acquisitions during the past five years. See also Note 6 of the Notes to Consolidated Financial Statements.
Regulation and Legislation
User Privacy
We collect, store and use a variety of information about both professionals and customers on our website properties. Within the websites, the information that is
collected, stored, and used has been provided by the professionals or customers with the intent of making it publicly available. 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.
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. 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 or postal mail. These offers contain content
created either by us or our third-party partners.
To protect confidential information and to comply with our obligations to our users, we impose constraints on our customers to whom we provide user data, which
are consistent with our commitments to our users. 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.
U.S. and Foreign Government Regulation
We are subject to a number of government regulations, both domestic and foreign, that regulate our products and online service offerings, including content,
copyright infringement, user privacy, advertising and promotional activities, taxation, access charges, liability for third-party activities, and jurisdiction. In
addition, federal, state, local, and foreign governmental organizations have enacted and also are considering, and may consider in the future, other legislative and
regulatory proposals that would regulate the Internet. Areas of potential regulation include, but are not limited to, libel, electronic contracting, pricing, quality of
products and services, and intellectual property ownership.
There are a number of U.S. and foreign laws and regulations that affect companies conducting business online. Certain laws regulate commercial electronic
messages. Such laws frequently provide a right on the part of the recipient to request the sender to stop sending messages, and establish penalties for the sending of
email messages that are not compliant with such laws, including messages that are intended to deceive the recipient as to source or content or that do not provide
an electronic method of informing the sender of the recipient’s decision not to receive further commercial emails.
We are subject to domestic and foreign laws and regulations regarding privacy and protection of data. Our privacy policies and terms of use agreements describe
our practices concerning the use, storage, transmission and disclosure of user data. Any failure by us to comply with our privacy policies or terms of use
agreements, or privacy-related laws and regulations, could result in proceedings against us by governmental authorities or others, which could harm our business.
The interpretation of these privacy and data protection laws and various regulators’ approach to their enforcement, as well as our products and services, continue to
evolve over time. We face the risk that these laws may be interpreted and applied in conflicting ways in different jurisdictions or in a manner that is not consistent
with our current data protection practices, or that new and unclear laws will be enacted. There currently are a number of proposals pending before federal, state,
and foreign legislative and regulatory bodies. In addition, the European General Data Protection Regulation (“GDPR”) took effect in May 2018 and applies to all
of our European operations. The GDPR includes operational requirements for companies that receive or process personal data of residents of the European Union
that are different than those previously in place in the European Union, and include significant penalties for non-compliance. Similarly, there are laws as well as a
number of legislative proposals in the United States, at both the federal and state level, that impose obligations in areas affecting our business, or may do so in the
future. For example, California adopted the California Consumer Privacy Act of 2018, or CCPA, which became effective on
12
Table of Contents
January 1, 2020. The CCPA has been characterized as the first "GDPR-like" privacy statute to be enacted in the United States because it mirrors a number of the
key provisions of the GDPR, and it includes 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"). The CPRA, which goes 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.
In addition, some countries are considering or have passed legislation implementing data protection requirements or requiring local storage and processing of data
or similar requirements.
Complying with these varying domestic and foreign requirements could cause us to incur additional costs and change our business practices. 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. 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.
The application of laws and regulations affecting online business to our products and services is often unclear, and these laws and how various jurisdictions
interpret these laws continue to evolve. Compliance with these laws may be expensive and could harm our business. Any failure by the Company to comply with
these laws and regulations could result in actions against us by governmental authorities or other entities, which could harm our business, including governmental
or court orders that we cease certain activities.
See Item 1A. Risk Factors "Our business is subject to U.S. and foreign government regulation of the Internet and taxation, which may have a material adverse
effect on our business” and “Capacity constraints, systems failures or breaches of our network security could materially and adversely affect our business. If we fail
to manage our technical operations infrastructure, our existing customers may experience services outages, and our new customers may experience delays in the
deployment of our solution.”
Employees
As of December 31, 2020, we had 524 employees. Our employees are not represented by any union and are not the subject of a collective bargaining agreement.
We believe that we have a good relationship with our employees. We offer flexible work schedules, abbreviated hours on Fridays and remote working
opportunities for all team members to promote work/life balance. Throughout the COVID-19 pandemic, we have made it a priority to support our employees as
they work from home, including increased flexibility surrounding personal and family commitments. The Company’s Diversity, Equality 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. The internal policies of the Company encourage hiring diverse candidates and ensuring that all team members are treated fairly and equally,
amongst other things. We aim to inspire.
13
Table of Contents
Item 1A. Risk Factors
Summary Risk Factors
Our business is subject to a number of risks that may prevent us from achieving our objectives, or may adversely affect our business, financial condition,
operations, cash flows, and prospects. These risks are outlined and discussed more fully below and include:
Risks Related to Our Business
our ability to execute our tech-focused strategy in a competitive business environment that is constantly changing;
failure to develop and maintain our brand, attract customers and recruit new qualified users;
•
•
• misappropriation or misuse of our intellectual property, claims against us for intellectual property infringement or failure to enforce our ownership of our
intellectual property;
acquisitions and our ability to successfully integrate acquisitions;
the results of our operations fluctuate on a quarterly and annual basis;
issues with our foreign operations, including foreign currency, local laws and regulations, and political instability;
disruption resulting from unsolicited offers to purchase the Company;
taxation risks in various jurisdictions and the potential for unfavorable decisions related to tax assessments;
a significant downturn in our customers' businesses;
•
•
•
•
•
•
Risks Related to Our Indebtedness
•
•
our indebtedness and our ability to borrow in case of adverse changes within the credit market;
the covenants set forth in our Credit Agreement;
Risks Related to Ownership of Our Securities
•
•
•
compliance with the listing standards of the NYSE;
the volatility of our stock price;
our ability to maintain internal controls over financial reporting;
Risks Related to Our Technology
•
•
•
•
•
our ability to scale, adapt and maintain our technology and infrastructure;
capacity constraints, systems failures or breaches of our network security;
any decrease in our user engagement;
our ability to halt operations of third-party websites that aggregate our data;
our reliance on third-party hosting facilities;
Regulatory Risks
•
•
our compliance with laws and regulations concerning the collection, storage and use of professional and personal information, including the GDPR and
the CCPA;
U.S. and foreign government regulation of the internet and taxation;
General Risk Factors
•
•
•
our ability to navigate the cyclicality or downturns of the U.S. and worldwide economies;
the U.K.'s departure from the E.U.; and
the impacts of the COVID-19 pandemic or other public health issues that may arise.
Risks Related to Our Business
We may not be successful in executing our tech-focused strategy which could have a material adverse effect on our results of operations.
We may not be successful in pursing our tech-focused strategy, which includes narrowing priorities to initiatives related to connecting technology professionals
with employers. There can be no assurance that the allocation of resources behind our
14
Table of Contents
tech-focused business and sales and marketing efforts will result in the strengthening of our competitive position, the failure of which could have a material
adverse effect on our financial condition and results of operations. As a result of our strategic focus on the tech sector and divesting our businesses operating in
different sectors, we have an increased dependence on the economic health of that sector and may not have the mitigating benefits of exposure to a portfolio of
diverse industries in the event of a tech sector downturn.
A write-off of all or a part of our goodwill and intangible assets would hurt our operating results and reduce our net worth.
We have significant intangible assets and goodwill. As of December 31, 2020, we had $133.4 million and $23.8 million of goodwill and acquired intangible assets,
respectively, on our balance sheet, which represented approximately 55% and 10%, respectively, of our total assets. We do not amortize goodwill nor our
indefinite-lived acquired intangible asset, which is the Dice trademarks and brand name, under U.S. GAAP and instead are required to review them at least
annually for impairment. The annual impairment test for the Dice trademarks and brand name is performed on October 1 of each year. During the first and third
quarters of 2020, because of the impacts of the COVID-19 pandemic and its potential impact on future earnings and cash flows for the tech-focused reporting unit
and those that are attributable to the Dice trademarks and brand name, the Company recorded impairment charges totaling $38.8 million. During 2015 and 2016,
goodwill and intangible assets of $24.6 million and $34.8 million related to Rigzone were written off. During 2013, goodwill and intangible assets of $14.9 million
related to Slashdot Media and Health Callings was written off. During 2008, goodwill of $7.2 million related to eFinancialCareers’ North American operations was
written off. In the event impairment is identified again in the future for our reporting unit, a charge to earnings would be recorded. Although it would not affect our
cash flow or liquidity position, a write-off in future periods of all or a part of our goodwill or intangible asset would have a material adverse effect on our overall
results of operations. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—
Goodwill and Indefinite-Lived Acquired Intangible Assets.”
We operate in a highly competitive developing market and we may be unable to compete successfully against existing and future competitors.
The market for career services is highly competitive and barriers to entry in the market are relatively low. There are multiple generalist job boards, as well as a
number of existing and emerging alternative business models seeking to compete in our target markets. We do not own any patented technology that would
preclude or inhibit competitors from entering the recruiting and career development services market. We compete with other companies that direct all or portions
of their websites toward certain segments or sub-segments of the industries we serve. We compete with generalist job boards, some of which have substantially
greater resources and brand recognition than we do, such as CareerBuilder, Monster.com, Stepstone and Seek, which, unlike specialist 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, as well as job boards focused specifically on the industries we service, such as FT.com, JobServe, Doximity, and Upwork. We also compete with
newspaper and magazine publishers, national and regional advertising agencies, executive search firms and search and selection firms that carry classified
advertising, many of whom have developed, begun developing or acquired new media capabilities, such as recruitment websites, or have recently partnered with
generalist job boards. We also compete with general business sites and print publications, as well as technology news and information community sites, such as
Google News, Digg.com and Reddit.com. In addition, we face competition from aggregators of classified advertising, including Indeed, TalentBin, Entelo,
ZipRecruiter, Google, and Craigslist. Social and professional networking sites, such as LinkedIn, Facebook, Twitter and Google compete with us in providing
professional services. We also compete with new competitors, including career-focused community sites such as Glassdoor and talent relationship management
software providers such as Avature and SmashFly, and emerging competitors with new business models and products that customers are more willing to trial
during periods when talent is scarce.
We must adapt our business model to keep pace with rapid changes in the recruiting and career services business, including rapidly changing technologies and
the development of new products and services.
Providing online recruiting and career development services is a rapidly evolving business, and we will not be successful if our business model does not keep pace
with new trends and developments. The adoption of recruiting and job seeking, particularly among those who have historically relied on traditional recruiting
methods, requires acceptance of a new way of conducting business, exchanging information and applying for jobs. If we are unable to adapt our business model to
keep pace with changes in the recruiting business, or if we are unable to continue to demonstrate the value of our online services to our customers, our business,
results of operations, financial condition and liquidity could be materially adversely affected. Our success is also dependent on our ability to adapt to rapidly
changing technology and to make investments to develop new
15
Table of Contents
products and services. Accordingly, to maintain our competitive position and our revenue base, we must continually modernize and improve the features, reliability
and functionality of our service offerings and related products in response to our competitors. Future technological advances in the career services industry may
result in the availability of new recruiting and career development offerings. Some of our competitors have longer operating histories, larger client bases, longer
relationships with clients, greater brand or name recognition, or significantly greater financial, technical, marketing and public relations resources than we do. As a
result, they may be in a position to respond more quickly to new or emerging technologies and changes in customer requirements, and to develop and promote their
products and services more effectively than we can. We may not be able to adapt to such technological changes or offer new products on a timely or cost-effective
basis or establish or maintain competitive positions. If we are unable to develop and introduce new products and services, or enhancements to existing products and
services, in a timely and successful manner, our business, results of operations, financial condition and liquidity could be materially and adversely affected.
Trends that could have a critical impact on our success include: rapidly changing technology in online recruiting, evolving industry standards relating to online
recruiting, developments and changes relating to the Internet and mobile devices, evolving government regulations, competing products and services that offer
increased functionality, changes in requirements for customers and professionals, and privacy protection concerning data available and transactions conducted over
the Internet.
If we fail to develop and maintain our reputation and brand recognition our business could be adversely affected.
We believe that establishing and maintaining the identity of our key brands, such as Dice, eFinancialCareers, and ClearanceJobs, is critical in attracting and
maintaining the number of professionals and customers using our services, and that the importance of brand recognition will increase due to the growing number of
services similar to ours and relatively low barriers to entry. Promotion and enhancement of our brands will depend largely on our success in continuing to provide
high quality recruiting and career development services. If users do not perceive our existing career and recruiting services to be of high quality, or if we introduce
new services or enter into new ventures that are not favorably received by users, the uniqueness of our brands could be diminished and accordingly the
attractiveness of our websites to professionals and customers could be reduced. We may also find it necessary to increase substantially our financial commitment to
creating and maintaining a distinct brand loyalty among users. If we cannot provide high quality career services, fail to protect, promote and maintain our brands or
incur excessive expenses in an attempt to improve our career services or promote or maintain our brands, our business, results of operations, financial condition
and liquidity could be materially adversely affected.
Our business is largely based on customers who purchase recruitment packages. Any failure to increase or maintain the number of customers who purchase
recruitment packages could adversely impact our revenues.
Our customers typically include recruiters, staffing firms, consulting firms and direct hiring companies. Customers can choose to purchase recruitment packages,
classified postings or advertisements. Most of our revenues are generated by the fees we earn from our customers who purchase recruitment packages. Our growth
depends on our ability to retain our existing recruitment package customers and to increase the number of customers who purchase recruitment packages, as well as
introduce new pricing options. Any of our customers may decide not to continue to use our services in favor of alternate services, lack of need, or because of
budgetary constraints or other reasons. We cannot assure you that we will be successful in continuing to attract new customers or retaining existing customers or
that our future sales efforts in general will be effective. If our existing customers choose not to use our services, decrease their use of our services, or change from
being recruitment package customers to purchasing individual classified postings, our services, job postings and resumes posted on our websites could be reduced,
search activity on our websites could decline, the usefulness of our services to customers could be diminished, and we could experience declining revenues and/or
incur significant expenses. Dice recruitment package customers at December 31, 2020, 2019, and 2018 were 5,150, 6,000, and 6,200, respectively.
If we fail to attract qualified professionals to our websites or grow the number of qualified professionals who use our websites, our revenues could decline.
The value of our websites to our customers is dependent on our ability to continuously attract professionals with the experience, education and skill-sets our
customers seek. For example, the professionals who post their resumes on Dice.com are generally highly educated, have extensive work experience, and the
majority are currently employed. To grow our businesses, we must continue to convince qualified professionals that our services will assist them in finding
employment, so that customers will choose to use our services to find employees. If we are unable to increase the number of professionals using our websites, or if
16
Table of Contents
the professionals who use our websites are viewed as unattractive by our customers, our customers could seek to list jobs and search for professionals elsewhere,
which could cause our revenues to decline.
We expect our operating results to fluctuate on a quarterly and annual basis.
Our revenue and operating results could vary significantly from quarter-to-quarter and year-to-year and may fail to match our past performance because of a
variety of factors, some of which are outside of our control. Any of these events could cause the market price of our common stock to fluctuate. Factors that may
contribute to the variability of our operating results include:
•
•
•
•
•
the size and seasonal variability of our customers’ recruiting and marketing budgets;
the emergence of new competitors in our market whether by established companies or the entrance of new companies;
the cost of investing in our technology infrastructure may be greater than we anticipate;
our ability to increase our customer base and customer and professional engagement;
disruptions or outages in the availability of our websites, actual or perceived breaches of privacy and compromises of our customers’ or professionals’
data;
changes in our pricing policies or those of our competitors;
•
• macroeconomic changes, in particular, deterioration in labor markets, which would adversely impact sales of our hiring solutions, or economic growth
that does not lead to job growth, for instance increases in productivity;
costs associated with data security which is becoming increasingly complex;
the timing and costs of expanding our organization and delays or inability in achieving expected productivity;
the timing of certain expenditures, including hiring of employees and capital expenditures;
our ability to increase sales of our products and solutions to new customers and expand sales of additional products and solutions to our existing
customers;
the extent to which existing customers renew their agreements with us and the timing and terms of those renewals; and
general industry and macroeconomic conditions.
•
•
•
•
•
•
If we are not able to successfully identify or integrate future acquisitions our management’s attention could be diverted, and our efforts to integrate future
acquisitions could consume significant resources.
An important component of our tech-focused strategy is developing new capabilities that strengthen and expand our position in the global technology talent
acquisition market and broaden the talent solutions through the acquisition of other complementary businesses and technologies (such as the 2013 acquisition of
The IT Job Board, the 2012 WorkDigital acquisition, and the 2006 eFinancialGroup acquisition). Our further growth may depend in part on our ability to identify
additional suitable acquisition opportunities or consummate such acquisitions on terms that are beneficial to us. We may not be able to identify suitable acquisition
opportunities or consummate such acquisitions on favorable terms or at all. In addition, the anticipated results or operational benefits of any businesses we acquire
may not be realized and we may not be successful in integrating other acquired businesses into our operations. Failure to manage and successfully integrate
acquired businesses could harm our business. Even if we are successful in making an acquisition, we may encounter numerous risks, including the following:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
expenses, delays and difficulties in integrating the operations, technologies and products of acquired companies;
potential disruption of our ongoing operations;
diversion of management’s attention from normal daily operations of our business;
inability to maintain key business relationships and the reputations of acquired businesses;
the difficulty of integrating acquired technology and rights into our services and unanticipated expenses related to such integration;
the impairment of relationships with customers and partners of the acquired companies or our customers and partners as a result of the integration of
acquired operations;
the impairment of relationships with employees of the acquired companies or our employees as a result of integration of new management personnel;
entry into markets in which we have limited or no prior experience and in which our competitors have stronger market positions;
dependence on unfamiliar employees, affiliates and partners;
the amortization of acquired companies’ intangible assets;
insufficient revenues to offset increased expenses associated with the acquisition;
inability to maintain our internal standards, controls, procedures and policies;
reduction or replacement of the sales of existing services by sales of products and services from acquired business lines;
potential loss of key employees of the acquired companies;
17
Table of Contents
•
•
•
difficulties integrating the personnel and cultures of the acquired companies into our operations;
in the case of foreign acquisitions, uncertainty regarding foreign laws and regulations and difficulty integrating operations and systems as a result of
cultural, systems and operational differences; and
the impact of potential liabilities or unknown liabilities of the acquired businesses.
If any of these risks materialize, they could have a material adverse effect on our business, results of operations, financial condition and liquidity. In addition, any
acquisition of other businesses or technologies may require us to seek debt or equity financing. Such financing might not be available to us on acceptable terms or
at all. The global financial markets have recently experienced declining equity valuations and disruptions in the credit markets due to liquidity imbalances and
repricing of risk, which may impact our ability to obtain additional financing on reasonable terms or at all.
Misappropriation or misuse of our intellectual property could harm our reputation, affect our competitive position and cost us money.
Our success and ability to compete are dependent in part on the strength of our intellectual property rights, the content included on our websites, the goodwill
associated with our trademarks, trade names and service marks, and on our ability to use U.S. and foreign laws to protect them. Our intellectual property includes,
among other things, the content included on our websites, our logos, brands, domain names, the technology that we use to deliver our products and services, the
various databases of information that we maintain and make available and the appearance of our websites. We claim common law protection on certain names and
marks that we have used in connection with our business activities and the content included on our websites. We also own a number of registered or applied-for
trademarks and service marks that we use in connection with our business, including DICE, CLEARANCEJOBS.COM, and EFINANCIALCAREERS some of
which we have acquired through business acquisitions. Although we generally pursue the registration of material service marks and other material intellectual
property we own, where applicable, we have copyrights, trademarks and/or service marks that have not been registered in the United States and/or other
jurisdictions. We generally enter into confidentiality and work-for-hire agreements with our employees, consultants, and vendors to protect our intellectual
property rights. We also seek to control access to and distribution of our technology, documentation and other proprietary information as well as proprietary
information licensed from third parties. Policing our intellectual property rights worldwide is a difficult task, and we may not be able to identify infringing users.
The steps we have taken to protect our proprietary rights may not be adequate, and third parties could infringe, misappropriate or misuse our intellectual property
rights. If this were to occur, it could harm our reputation and affect our competitive position. It could also require us to spend significant time and money in
litigation. In addition, the laws of foreign countries do not necessarily protect intellectual property rights to the same extent as the laws of the United States. We
have licensed in the past (on a royalty free basis), and expect to license in the future, various elements of our distinctive trademarks, service marks, trade dress,
content and similar proprietary rights to third parties. We enter into strategic marketing arrangements with certain third-party web site operators pursuant to which
we license our trademarks, service marks and content to such third parties in order to promote our brands and services and to generate leads to our websites. While
we attempt to ensure that the quality of our brands is maintained by these licensees, we cannot assure you that third-party licensees of our proprietary rights will
always take actions to protect the value of our intellectual property and reputation, and if they fail to do so, such failure could adversely affect our business and
reputation.
Actions of activist shareholders could cause us to incur substantial costs, divert management's attention and resources, and have an adverse effect on our
business.
We have been the subject of activity by activist shareholders in the past and shareholder activism generally is increasing. Responding to shareholder activism can
be costly and time-consuming, disrupt our operations, and divert the attention of management and our employees from our strategic initiatives. Activist campaigns
can create perceived uncertainties as to our future direction, strategy, or leadership and may result in the loss of potential business opportunities, harm our ability to
attract new employees, investors, customers, and other partners, and cause our stock price to experience periods of volatility.
If our business fails to attract and retain users, particularly users who create and post original content on our web properties, our financial results will be
adversely affected.
Our reliance upon user-generated content requires that we develop and maintain tools and services designed to facilitate: creation of user-generated content,
participation in discussion surrounding such user-generated content, evaluation of user-generated content, and distribution of user-generated content. If our
development efforts fail to facilitate such activities on our web properties, the level of user engagement and interaction will not increase and may decline. Even if
we succeed in
18
Table of Contents
facilitating such activities on our sites, there can be no assurance that such improvements will be deployed in a timely or cost-effective manner. If we fail to
increase user engagement and interaction on our web properties, we will not attract and retain a loyal user base or the advertisers who desire to reach them, which
will adversely affect our business and our ability to maintain or grow our revenue.
We face risks relating to our foreign operations.
We operate websites serving numerous markets around the world. For the year ended December 31, 2020, approximately 17% of our total revenues were generated
outside of the United States. Certain of these amounts are collected in local currency. As a result of operating outside the United States, we are at risk for exchange
rate fluctuations between such local currencies and the United States dollar. To date, we have not engaged in exchange rate hedging activities. Even if we were to
implement hedging strategies to mitigate this risk, these strategies might not eliminate our exposure to foreign exchange rate fluctuations and would involve costs
and risks of their own, such as ongoing management time and expertise, external costs to implement the strategies and potential accounting implications. We are
also subject to taxation in foreign jurisdictions. In addition, transactions between our foreign subsidiaries and us may be subject to United States and foreign
withholding taxes. Applicable tax rates in foreign jurisdictions differ from those of the United States, and change periodically. The extent, if any, to which we will
receive credit in the United States for taxes we pay in foreign jurisdictions will depend upon the application of limitations set forth in the U.S. Internal Revenue
Code, as well as the provisions of any tax treaties that may exist between the United States and such foreign jurisdictions. Our current or future international
operations might not succeed for a number of reasons including:
difficulties in staffing and managing foreign operations;
competition from local recruiting services or employment advertising agencies;
operational issues, such as longer customer payment cycles and greater difficulties in collecting accounts receivable;
seasonal reductions in business activity;
language and cultural differences;
taxation issues;
foreign exchange controls that might prevent us from repatriating income earned in countries outside the United States;
credit risk;
higher levels of payment fraud;
•
•
•
•
•
•
•
•
•
• multiple and conflicting laws and regulations, including complications due to unexpected changes in these laws and regulations;
•
•
•
the burdens of complying with a wide variety of foreign laws and regulations;
difficulties in enforcing intellectual property rights in countries other than the United States; and
general political and economic trends.
Our future growth may depend on our ability to expand operations in international markets. We may have limited experience or we may need to rely on
business partners in these markets, and our future growth will be materially adversely affected if we are unsuccessful in our international expansion efforts.
We operate local websites in numerous markets around the world. Our future growth will depend significantly on our ability to expand our brands and product
offerings in additional international markets. As we expand into new international markets, we may have only limited experience in marketing and operating our
products and services in such markets. In other instances, we may have to rely on the efforts and abilities of foreign business partners in such markets. Certain
international markets may be slower than domestic markets in adopting the online recruitment and advertising industry medium and, as a result, our operations in
international markets may not develop at a rate that supports our level of investment. In addition, business practices in these new international markets may be
unlike those in the other markets we serve and we may face increased exposure to fines and penalties under U.S. laws, such as the Foreign Corrupt Practices Act,
the U.K. Anti-Bribery Act and local laws prohibiting corrupt payments to governmental officials. Although we have implemented policies and procedures
designed to ensure compliance with these laws, we cannot be sure that our employees, contractors or agents will not violate our policies. Any such violations could
materially damage our reputation, our brand, our international expansion efforts, our business and our operating results.
We may be impacted by unfavorable decisions in proceedings related to future tax assessments.
We operate in a number of jurisdictions and are from time to time subject to audits and reviews by various taxation authorities with respect to income, payroll,
sales and use, and other taxes for current and past periods. We may become subject to future
19
Table of Contents
tax assessments by various authorities. The determination of our worldwide provision for income taxes and current and deferred tax assets and liabilities requires
judgment and estimation. There are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe our tax estimates
are reasonable, the ultimate tax outcome may differ materially from the tax amounts recorded in our consolidated financial statements. Any amount we might be
required to pay in connection with an ongoing audit or review or a future tax assessment may have a material adverse effect on our financial position, cash flows or
overall results of operations.
Taxation risks could subject us to liability for past sales and cause our future sales to decrease.
We do not collect sales or use tax in certain jurisdictions on all the services we provide in the United States. Our operations, and any future expansion of them,
along with other aspects of our evolving business, may result in additional sales or use tax obligations.
Currently, the individual states’ laws and regulations determine which services performed over the Internet are subject to sales tax. A number of states have been
considering or have adopted initiatives that could impose sales tax on certain services delivered electronically. Additionally, many states have implemented laws or
regulations requiring out-of-state vendors to collect sales tax, which may increase our tax filing obligations. Also, a state may take the position that certain services
we provide are subject to sales tax under existing regulations. The imposition by state and local governments of various taxes upon certain services delivered over
the Internet could create administrative burdens for us, put us at a competitive disadvantage if they do not impose similar obligations on all of our online
competitors and potentially decrease our future sales.
We collect indirect tax (including value added tax and goods and services tax) as applicable on services sold by us on some of our international sites. Additional
foreign countries may seek to impose indirect tax collection obligations on us. A successful assertion by one or more jurisdictions that we should collect sales tax
or other indirect tax on the sale of services could result in substantial tax liabilities for past sales, decrease our ability to compete, and otherwise harm our business.
Because we recognize most of our revenue from our contracts over the term of the agreement, a significant downturn in these businesses may not be
immediately reflected in our operating results.
We recognize revenue from sales of our recruiting contracts over the terms of the agreements, which, on average, is approximately 12 months, meaning a
significant portion of the revenue we report in each quarter is generated from agreements entered into during previous quarters. Consequently, a decline in new or
renewed agreements in any one quarter may not significantly impact our revenue in that quarter but may, instead, negatively affect our revenue in future quarters.
In addition, we may be unable to adjust our fixed costs in response to reduced revenue. Accordingly, the effect of significant declines in the sales of these offerings
may not be reflected in our short-term results of operations.
Risks Related to Our Indebtedness
We have indebtedness which could affect our financial condition, and, if adverse changes in the credit markets occur, we may not be able to borrow funds
under our revolving credit facility or refinance our indebtedness.
As of December 31, 2020, we had $20.0 million of outstanding indebtedness under our credit agreement dated November 14, 2018 (the “Credit Agreement”) and
the facility provides capacity for us to borrow an additional $70.0 million. If we cannot generate sufficient cash flow from operations to service our debt, we may
need to further refinance our debt, dispose of assets or issue equity to obtain necessary funds. We do not know whether we will be able to take any of these actions,
if necessary, on a timely basis or on terms satisfactory to us or at all.
Our Credit Agreement consists of a revolving facility and matures in November 2023. The funding of the revolving facility is dependent on a number of financial
institutions. It is possible that one or more of the lenders will refuse or be unable to satisfy their commitment to lend to us should we need to borrow funds under
the revolving credit facility. If borrowings are unavailable to us and we cannot generate sufficient revenues to fund our operations, our business will be adversely
affected. In addition, the inability to borrow could hinder growth if we need funds to complete an acquisition. Our indebtedness could limit our ability to: obtain
necessary additional financing for working capital, capital expenditures or other purposes in the future; plan for, or react to, changes in our business and the
industries in which we operate; make future acquisitions or pursue other business opportunities; or react in an extended economic downturn.
20
Table of Contents
The terms of our Credit Agreement may restrict our current and future operations, which would adversely affect our ability to respond to changes in our
business and to manage our operations.
Our Credit Agreement contains, and any future indebtedness of ours would likely contain, a number of restrictive covenants that impose significant operating and
financial restrictions on us, including restrictions on our ability to, among other things:
incur additional debt;
pay dividends and make other restricted payments;
repurchase our own shares;
create liens;
•
•
•
•
• make investments and acquisitions;
•
•
•
•
• make capital expenditures.
engage in sales of assets and subsidiary stock;
enter into sale-leaseback transactions;
enter into transactions with affiliates;
transfer all or substantially all of our assets or enter into merger or consolidation transactions; and
Our Credit Agreement also requires us to maintain certain financial ratios. A failure by us to comply with the covenants or financial ratios contained in our Credit
Agreement could result in an event of default under our Credit Agreement which could adversely affect our ability to respond to changes in our business and
manage our operations. In the event of any default under our Credit Agreement, the lenders under our Credit Agreement will not be required to lend any additional
amounts to us. Our lenders also could elect to declare all amounts outstanding to be due and payable and require us to apply all of our available cash to repay these
amounts. If the indebtedness under our Credit Agreement were to be accelerated, there can be no assurance that our assets would be sufficient to repay this
indebtedness in full.
Risks Related to Ownership of Our Securities
If we do not meet the continued listing requirements of the NYSE our common stock may be delisted.
Our common stock is listed on the NYSE. The NYSE requires us to continue to meet certain listing standards, including standards related to the trading price of
our common stock, as well as our global market capitalization. While we are currently in compliance with the NYSE continued listing requirements, we cannot
assure you that we will remain in compliance. If we do not meet the NYSE’s continued listing standards, we will be notified by the NYSE and we will be required
to take corrective action to meet the continued listing standards; otherwise our common stock will be delisted from the NYSE. A delisting of our common stock on
the NYSE would reduce the liquidity and market price of our common stock and the number of investors willing to hold or acquire our common stock, which could
negatively impact our ability to access the public capital markets. A delisting would also reduce the value of our equity compensation plans, which could
negatively impact our ability to retain key employees.
Our stock price has been volatile in the past and may be subject to volatility in the future.
The trading price of our common stock has been volatile in the past, including recent significant declines, and could be subject to fluctuations in response to
various factors, some of which are beyond our control. Factors such as announcements of variations in our quarterly financial results and fluctuations in revenue
could cause the market price of our common stock to fluctuate. Fluctuations in the valuation of companies perceived by investors to be comparable to us or in
valuation metrics, such as our price to earnings ratio, could impact our stock price. Additionally, the stock markets have at times experienced price and volume
fluctuations that have affected and might in the future affect the market prices of equity securities of many companies. These fluctuations have, in some cases, been
unrelated or disproportionate to the operating performance of these companies. Further, the trading prices of publicly traded shares of companies in our industry
have been particularly volatile and may be very volatile in the future. These broad market and industry fluctuations, as well as general economic, political and
market conditions such as recessions, interest rate changes, international currency fluctuations or political unrest, may negatively impact the market price of our
common stock.
21
Table of Contents
Failure to maintain effective internal control over financial reporting could have a material adverse effect on our business, operating results and stock price.
Maintaining effective internal control over financial reporting is necessary for us to produce reliable financial reports and is important in helping to prevent
financial fraud. If we are unable to maintain adequate internal controls, our business and operating results could be harmed. We are required to satisfy the
requirements of Section 404 of Sarbanes Oxley and the related rules of the SEC, which require, among other things, our management to assess annually the
effectiveness of our internal control over financial reporting and our independent registered public accounting firm to issue a report on that assessment. We may be
unable to remedy deficiencies before the requisite deadlines for those reports. Any failure to remediate deficiencies noted by our independent registered public
accounting firm or to implement required new or improved controls or difficulties encountered in their implementation could cause us to fail to meet our reporting
obligations or result in material misstatements in our financial statements. If our management or our independent registered public accounting firm were to
conclude in their reports that our internal control over financial reporting was not effective, investors could lose confidence in our reported financial information,
and the trading price of our stock could drop significantly.
Risks Related to Our Technology
We may not timely and effectively scale and adapt our existing technology and network infrastructure to ensure that our websites are accessible within an
acceptable load time.
A key element to our continued growth is the ability of our users (whom we define as anyone who visits our website, regardless of whether or not they are a
customer), enterprises and professional organizations in all geographies to access our website within acceptable load times. We call this “website performance.”
We have experienced, and may in the future experience, website disruptions, outages and other performance problems due to a variety of factors, including
infrastructure changes, human or software errors, capacity constraints due to an overwhelming number of users accessing our website simultaneously, and denial of
service or fraud or security attacks. In some instances, we may not be able to identify the cause or causes of these website performance problems within an
acceptable period of time. It may become increasingly difficult to maintain and improve the performance of our websites, especially during peak usage times and
as our solutions become more complex and our user traffic increases. If our websites are unavailable when users attempt to access them or do not load as quickly as
they expect, users may seek other websites to obtain the information for which they are looking, and may not return to our websites as often in the future, or at all.
This would negatively impact our ability to attract customers, enterprises and professional organizations and increase engagement on our websites. We expect to
continue to make significant investments to maintain and improve website performance and to enable rapid releases of new features and products. To the extent
that we do not effectively address capacity constraints, upgrade our systems as needed and continually develop our technology and network architecture to
accommodate actual and anticipated changes in technology, our business and operating results may be harmed.
Capacity constraints, systems failures or breaches of our network security could materially and adversely affect our business. If we fail to manage our
technical operations infrastructure, our existing customers may experience services outages, and our new customers may experience delays in the deployment
of our solution.
We derive almost all of our revenues from the purchase of recruitment products and services and employment advertising offered on our Dice, eFinancialCareers,
and ClearanceJobs websites. As a result, our operations depend on our ability to maintain and protect our website services, most of which are housed within
Amazon Web Services. System failures, including network, software or hardware failures, which cause interruption or an increase in response time of our services,
could substantially decrease usage of our services and could reduce the attractiveness of our services to both our customers and professionals. An increase in the
volume of queries conducted through our services could strain the capacity of the software or hardware we employ. This could lead to slower response times or
system failures and prevent users from accessing our websites for extended periods of time, thereby decreasing usage and attractiveness of our services. Our
technology operations are dependent in part on our ability to protect our operating systems against:
•
•
•
•
•
•
physical damage from acts of God;
terrorist attacks or other acts of war;
power loss;
telecommunications failures;
network, hardware or software failures;
physical and electronic break-ins;
22
Table of Contents
•
•
•
•
•
cyber security attacks;
computer viruses or worms;
identity theft;
phishing attempts; and
similar events.
Although we maintain insurance against fires, floods, and general business interruptions, the amount of coverage may not be adequate in any particular case.
Furthermore, the occurrence of any of these events could result in interruptions, delays or cessations in service to users of our services, which could materially
impair or prohibit our ability to provide our services and significantly impact our business.
Additionally, overall Internet usage could decline if any well-publicized compromise of security occurs or if there is a perceived lack of security of personal and
corporate information stored within our systems to facilitate hiring and recruitment business processes. “Hacking” involves efforts to gain unauthorized access to
information or systems or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and online job boards,
in particular, have been targeted by hackers who seek to gain unauthorized access to job seeker and customer data for purposes of implementing “phishing” or
other schemes. Despite our implementation of numerous security measures; including access controls, network security, information security risk management
processes, software development security, cryptography, operational security, business continuity and disaster recovery, and physical security, our websites,
servers, our databases and other systems as well as those of our customers' may be vulnerable to computer hackers, physical or electronic break-ins, sabotage,
computer viruses, worms, phishing attacks and similar disruptions from unauthorized tampering with our computer systems. Our systems, like the systems of many
other websites, have been targeted in the past in cyber-attacks and hacks and will continue to be subject to such attacks. Because the techniques used to obtain
unauthorized access, disable or degrade service, or sabotage systems change frequently, such techniques often are not recognized until launched against a target
and may originate from less regulated and remote areas around the world, we may be unable to proactively address these techniques or to implement adequate
preventative measures. We will continue to review and enhance our security measures in an attempt to prevent unauthorized and unlawful intrusions, although in
the future it is possible we may not be able to prevent all intrusions, and such intrusions could result in our network security or computer systems being
compromised and possibly result in the misappropriation or corruption of proprietary or personal information or cause disruptions in our services. We might be
required to expend significant capital and resources to protect against, remediate or alleviate problems caused by such intrusions. We may also not have a timely
remedy against a hacker who is able to penetrate our network security. Our networks could also be affected by viruses or malware or other similar disruptive
problems, and we could inadvertently transmit these viruses or malware to our users or other third parties. Our hardware and back-up systems could fail causing
our services to be interrupted. Our customers may fall prey to successful phishing attacks and indavertently give unauthorized access to our candidate database.
Any of these occurrences, and negative publicity arising from any such occurrences, could harm our business or give rise to a cause of action against us. Our
general business interruption insurance policies have limitations with respect to covering interruptions caused by computer viruses or hackers. We have not added
specific insurance coverage to protect against these risks. Our activities and the activities of third party contractors involve the storage, use and transmission of
proprietary and personal information, including personal information collected from professionals who use our websites. Accordingly, security breaches could
expose us to a risk of loss or litigation and possibly liabilities. We cannot assure that contractual provisions attempting to limit our liability in these areas will be
successful or enforceable, or that other parties will accept such contractual provisions as part of our agreements. Any security breaches or our inability to provide
users with continuous access to our networks could materially impact our ability to provide our services as well as materially impact the confidence of our
customers in our services, either of which could have a material adverse effect on our business.
If our users or customers do not find our candidate profiles useful, it could adversely impact demand for our products and services and the growth of our
business.
Our product integrates publicly available data on the internet to create aggregated profiles of prospective candidates’ professional experience and other
employment-related data. These profiles are made available to our customers through our TalentSearch product to help them identify prospective technical
candidates in a way that reduces their need to search multiple websites, while delivering more relevant candidates and useful employment information to recruiters
and employers that use it. Candidates sought out through the socially aggregated profiles may not be interested in the opportunities presented to them by the
recruiters and employers who use the product, which could decrease its demand.
23
Table of Contents
If Internet search engines’ methodologies are modified or our search result page rankings decline for other reasons, our user engagement could decline.
We depend in part on various Internet search engines, such as Google, Bing and Yahoo!, to direct a significant amount of traffic to our websites. Our ability to
maintain the number of visitors directed to our websites is not entirely within our control. Our competitors’ search engine optimization, or SEO, efforts may result
in their websites receiving a higher search result page ranking than ours, or Internet search engines could revise their methodologies in an attempt to improve their
search results, which could adversely affect the placement of our search result page ranking. If search engine companies modify their search algorithms in ways
that are detrimental to our new user growth or in ways that make it harder for our users to use our websites, or if our competitors’ SEO efforts are more successful
than ours, overall growth in our user base could slow, user engagement could decrease, and we could lose existing users. These modifications may be prompted by
search engine companies entering the online professional networking market or aligning with competitors. Our websites have experienced fluctuations in search
result rankings in the past, and we anticipate similar fluctuations in the future. Any reduction in the number of users directed to our websites would harm our
business and operating results.
We may not be able to halt the operations of websites that aggregate our data as well as data from other companies, including social networks, or copycat
websites that have misappropriated our data in the past or may misappropriate our data in the future. These activities could harm our brand and our business.
From time to time, third parties have misappropriated our data through website scraping, robots or other means and aggregated this data on their websites with data
from other companies. In addition, “copycat” websites have misappropriated data on our network and attempted to imitate our brand or the functionality of our
websites. These activities could degrade our brands and harm our business. When we have become aware of such websites, we have employed technological or
legal measures in an attempt to halt their operations. However, we may not be able to detect all such websites in a timely manner and, even if we could,
technological and legal measures may be insufficient to stop their operations. In some cases, particularly in the case of websites operating outside of the United
States, our available remedies may not be adequate to protect us against such websites. Regardless of whether we can successfully enforce our rights against these
websites, any measures that we may take could require us to expend significant financial or other resources.
We rely on the services of third-party data center hosting facilities. Interruptions or delays in those services could impair the delivery of our service and harm
our business.
Our Dice, eFinancialCareers, and Clearancejobs website applications utilize cloud computing technology. It is hosted pursuant to service agreements on technology
platforms by third-party service providers, primarily through Amazon Web Services (AWS). We do not control the operation of these providers or their facilities,
and the facilities are vulnerable to damage, interruption or misconduct. Unanticipated problems at these facilities could result in lengthy interruptions in our
services. If the services of one or more of these providers are terminated, disrupted, interrupted or suspended for any reason, we could experience disruption in our
ability to provide our services, which may harm our business and reputation. Further, any damage to, or failure of, the cloud services we use could result in
interruptions in our services. Interruptions in our service may damage our reputation, reduce our revenue, cause us to issue credits or pay penalties, cause
customers to terminate their agreements and adversely affect our renewal rates and our ability to attract new customers. While we believe our application and
network architecture and use of multiple availability zones and regions within Amazon Web Services Cloud reduce our risk, our business would be harmed if our
customers and potential customers believe our services are unreliable.
Regulatory Risks
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.
Our business depends on our ability to collect, store, use, and disclose personal and professional data from the professionals who use our websites. Our policies
concerning the collection, use and disclosure of personally identifiable information are described on our websites. In recent years, class action lawsuits have been
filed and the Federal Trade Commission and state agencies have commenced investigations with respect to the collection, use, sale and storage by various Internet
companies of users’ personal and professional information. While we believe we are in compliance with current law, we cannot ensure that we will not be subject
to lawsuits or investigations for violations of law. Moreover, our current practices regarding the
24
Table of Contents
collection, storage and use of user information may not be in compliance with currently pending legislative and regulatory proposals by the United States federal
government and various state and foreign governments intended to limit the collection and use of user information. While we have implemented and intend to
implement additional programs designed to enhance the protection of the privacy of our users, these programs may not conform to all or any of these laws or
regulations and we may consequently incur civil or criminal liability for failing to conform. As a result, we may be forced to change our current practices relating
to the collection, storage and use of user information. Our failure or our perceived failure to comply with laws and regulations could also lead to adverse publicity
and a loss of consumer confidence if it were known that we did not take adequate measures to assure the confidentiality of the personally identifiable information
that our users had given to us. This could result in a loss of customers and revenue and materially adversely impact the success of our business. Concern among
prospective customers and professionals regarding our use of personal information collected on our websites, such as credit card numbers, email addresses, phone
numbers and other personal information, could keep prospective customers from using our career services websites. Internet-wide incidents or incidents with
respect to our websites or databases, including misappropriation of our users’ personal information, penetration of our network security, or changes in industry
standards, regulations or laws could result in regulatory penalties, liability to the persons whose information was compromised, as well as legal expenses, and
could deter people from using the Internet or our websites to conduct transactions that involve confidential information, which could have a material adverse
impact on our business. We generally comply with industry standards and are subject to the terms of our privacy policies and privacy-related obligations to third
parties (including voluntary third-party certification bodies such as TrustArc). We strive to comply with all applicable laws, policies, legal obligations and industry
codes of conduct relating to privacy and data protection, to the extent possible. However, it is possible that these obligations may be interpreted and applied in new
ways and/or in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices or that new regulations could be
enacted.
In the past, we have relied on the U.S.-European Union Frameworks, as agreed to by the U.S. Department of Commerce and the European Union (“EU”), as one of
the means to legally transfer European personal information from Europe to the United States. However, on October 6, 2015, the European Court of Justice
invalidated the U.S.-EU Safe Harbor framework. On February 2, 2016, the U.S. and E.U. announced agreement on a new framework for transatlantic data flows
entitled the EU-US Privacy Shield. However, on July 16, 2020, the European Court of Justice issued a judgment declaring Privacy Shield as invalid. Accordingly,
the Company must rely on other mechanisms permitted by the GDPR and EU regulators for the transfer of such information.
Additionally, the EU has enacted the GDPR, which took effect on May 25, 2018. The GDPR implemented more stringent operational requirements for processors
and controllers of personal data, including, for example, expanded disclosures about how personal information is to be used, limitations on retention of
information, mandatory data breach notification requirements and higher standards for controllers to demonstrate that they have obtained valid consent for certain
data processing activities. The GDPR also provides for significant penalties for non-compliance. As a result of the GDPR, we expect regulatory and customer
attention surrounding data privacy continue to increase. Furthermore, outside of the EU, we continue to see increased regulation of data privacy and security,
including the adoption of more stringent subject matter specific state laws and national laws regulating the collection and use of data, as well as security and data
breach obligations. For example, California adopted the California Consumer Privacy Act of 2018, or CCPA, which became effective on January 1, 2020. The
CCPA has been characterized as the first "GDPR-like" privacy statute to be enacted in the United States because it mirrors a number of the key provisions of the
GDPR. The CCPA established a new privacy framework for covered businesses by, among other things, creating an expanded definition of personal information,
establishing new data privacy rights for consumers in the State of California and creating a new and potentially severe statutory damages framework for violations
of the CCPA and for businesses that fail to implement reasonable security procedures and practices to prevent data breaches. More recently, on November 3, 2020,
California enacted the California Privacy Rights Act, or CPRA. The CPRA, which goes 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.
The uncertainty and changes in the requirements of multiple jurisdictions may increase the cost of compliance, reduce demand for our websites, restrict our ability
to offer services in certain locations or subject us to sanctions by state or national data protection regulators, all of which could harm our business, financial
condition, and results of operations. Failure to provide adequate privacy protections and maintain compliance with the new data privacy laws, including the CCPA
and the GDPR, could have a material adverse effect on our financial condition and results of operations.
Our business is subject to U.S. and foreign government regulation of the Internet and taxation, which may have a material adverse effect on our business.
25
Table of Contents
Congress and various state and local governments, as well as the EU, have passed legislation that regulates various aspects of the Internet, including content,
copyright infringement, user privacy, taxation, access charges, liability for third-party activities and jurisdiction. In addition, federal, state, local and foreign
governmental organizations are also considering legislative and regulatory proposals that would regulate the Internet. Areas of potential regulation include libel,
pricing, quality of products and services and intellectual property ownership. A number of proposals have been made at the state and local level that would impose
taxes on the sale of goods and services through the Internet. Such proposals, if adopted, could substantially impair the growth of commerce over the Internet and
could adversely affect our business, future results of operations, financial condition and liquidity. We may be subject to restrictions on our ability to communicate
with our customers through email and phone calls. Several jurisdictions have proposed or adopted privacy related laws that restrict or prohibit unsolicited email or
“spam.” These laws may impose significant monetary penalties for violations. For example, the CAN-SPAM Act of 2003, or “CAN-SPAM,” imposes complex and
often burdensome requirements in connection with sending commercial email. Key provisions of CAN-SPAM have yet to be interpreted by the courts. Depending
on how it is interpreted, CAN-SPAM may impose burdens on our email marketing practices or services we offer or may offer. Although CAN-SPAM is thought to
have preempted state laws governing unsolicited email, the effectiveness of that preemption is likely to be tested in court challenges. If any of those challenges are
successful, our business may be subject to state laws and regulations that may further restrict our email marketing practices and the services we may offer. The
scope of those regulations is unpredictable. Because a number of these laws are relatively new and still in the process of being implemented, we do not know how
courts will interpret these laws. Therefore, we are uncertain as to how new laws or the application of existing laws will affect our business.
Changes in laws or regulations that adversely affect the growth, popularity or use of the internet, including laws impacting net neutrality, could decrease the
demand for our service and increase our cost of doing business. Certain laws intended to prevent network operators from discriminating against the legal traffic
that traverse their networks have been implemented in many countries, including across the E.U. In others, the laws may be nascent or non-existent. Furthermore,
favorable laws may change, including for example in the United States where the FCC voted to repeal existing 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.
Due to the global nature of the Internet, it is possible that the governments of other states and foreign countries might attempt to regulate its transmissions or
prosecute us for violations of their laws. We might unintentionally violate such laws or such laws may be modified and new laws may be enacted in the future. Any
such developments (or developments stemming from enactment or modification of other laws) may significantly harm our business, operating results and financial
condition.
General Risk Factors
We may from time to time consider strategic alternatives that may enhance stockholder value, which may result in the use of a significant amount of our
management resources or significant costs, and we may not be able to fully realize the potential benefits of any such transaction.
We may consider from time to time strategic alternatives to ensure the Company’s ownership structure optimizes the Company’s ability to achieve growth
initiatives through its strategic plan and to maximize stockholder value. The consideration of strategic alternatives could result in, among other things, a sale,
merger, consolidation or business combination, asset divestiture, partnering or other collaboration agreements, or potential acquisitions or recapitalizations, in one
or more transactions, or continuing to operate with our current business plan and strategy. There can be no assurance that any review of strategic alternatives will
result in the identification or consummation of any transaction. Although there would be uncertainty that considering any possible transaction would result in
definitive agreements or the completion of such transaction, we may devote a significant amount of our management resources to analyzing and pursuing such a
transaction, which could negatively impact our operations. In addition, we may incur significant costs in connection with seeking such transactions or other
strategic alternatives regardless of whether the transaction is completed. In the event that we consummate a strategic alternative in the future, we cannot be certain
that we would fully realize the potential benefit of such a transaction and cannot predict the impact that such strategic transaction might have on our operations or
stock price. We do not undertake to provide updates or make further comments regarding the evaluation of strategic alternatives, unless otherwise required by law.
If we fail to attract or retain key executives and personnel, there could be a material adverse effect on our business.
Our performance is substantially dependent on the performance of senior management and key technical personnel. We have employment agreements, which
include non-compete provisions, with all members of senior management and certain key
26
Table of Contents
technical personnel. However, we cannot assure you that any of these senior managers or others will remain with us or that they will not compete with us in the
event they cease to be employees, which could have a material adverse effect on our business, results of operations, financial condition and liquidity. In addition,
we have not purchased key person life insurance on any members of our senior management. Our future success also depends upon our continuing ability to
identify, attract, hire and retain highly qualified personnel, including skilled technical, management, product and technology, and sales and marketing personnel, all
of whom are in high demand and are often subject to competing offers. There has in the past been, and there may in the future be, a shortage of qualified personnel
in the career services market. We also compete for qualified personnel with other companies. A loss of a substantial number of qualified employees, or an inability
to attract, retain and motivate additional highly skilled employees required for expansion of our business, could have a material adverse effect on our business. In
addition, the recent significant decline in our stock price may undermine the use of our equity as a retention tool and may make it more difficult to retain key
personnel.
We may be adversely affected by cyclicality, volatility or an extended downturn in the United States or worldwide economies, or in or related to the industries
we serve.
Our revenues are generated primarily from servicing customers seeking to hire qualified professionals in the technology and finance sectors. Demand for these
professionals tends to be tied to economic and business cycles. Increases in the unemployment rate, specifically in the technology industry, cyclicality or an
extended downturn in the economy could cause our revenues to decline. For example, during the recession in 2001, employers reduced or postponed their
recruiting efforts, including their recruitment of professionals in the technology industry. The 2001 economic recession, coupled with the substantial indebtedness
incurred by our predecessor, Dice Inc., resulted in Dice Inc. filing for Chapter 11 protection in 2003. As of December 2020, the seasonally unadjusted U.S.
unemployment rate was 3.0% for computer-related occupations, and the same 3.1% in the finance sector, as compared to the overall national average of 6.7%,
seasonally adjusted. The increase in unemployment and decrease in recruitment activity experienced during 2008 and 2009 resulted in decreased demand for our
services. During 2009, we experienced a 29% decline in revenues compared to 2008. If the economic environment experienced during 2008 and 2009 returns, our
ability to generate revenue may be adversely affected.
In addition, the general level of economic activity in the regions and industries in which we operate significantly affects demand for our services. When economic
activity slows, many companies hire fewer employees. Therefore, our operating results, business and financial condition could be significantly harmed by an
extended economic downturn or future downturns, especially in regions or industries where our operations are heavily concentrated. Further, we may face
increased pricing pressures during such periods as customers seek to use lower cost or fee services. Additionally, the labor market and certain of the industries we
serve have historically experienced short-term cyclicality. It is difficult to estimate the total number of passive or active job seekers or available job openings in the
United States or abroad during any given period. If there is a labor shortage, qualified professionals may be less likely to seek our services, which could cause our
customers to look elsewhere for attractive employees. Such labor shortages would require us to intensify our marketing efforts toward professionals so that
professionals who post their resumes on our websites remain relevant to our customers, which would increase our expenses. Furthermore, if there is a shortage of
available job openings in a particular region or sector we serve, the number of job postings on our websites could decrease, causing our business to be adversely
affected. For example, the continued depression of oil prices led to decreased demand for energy professionals worldwide. Oil prices reached decade lows in 2016
and remained depressed. This decline in demand significantly decreased the sales of energy industry job postings and the use of related services and adversely
impacted the results of Rigzone, a business we disposed of in 2018. As a result, we recorded a $24.6 million impairment of goodwill and intangible assets and
$34.8 million impairment of goodwill at our former Corporate & Other segment for the fiscal years ended December 31, 2016 and 2015, respectively.
Any economic downturn or recession in the United States or abroad for an extended period of time could have a material adverse effect on our business, financial
condition, results of operations and liquidity. Based on historical trends, improvements in labor markets and the need for our services generally lag behind overall
economic improvements. Additionally, there has historically been a lag from the time customers begin to increase purchases of our services and the impact to our
revenues due to the recognition of revenue occurring over the length of the contract, which can be several months to a year.
Concerns persist regarding the debt burden of certain Eurozone countries and their ability to meet future financial obligations. These concerns, or market
perceptions concerning these and related issues, could adversely affect demand for our services in the European market and our business, results of operations,
financial condition, and liquidity. In addition, Hong Kong has recently experienced significant political unrest and social strife. Any negative developments to
China’s economic condition could have an adverse impact on the global economy, and thus our business. Volatility in global financial markets may limit our
ability to access the capital markets at a time when we would like, or need, to raise capital, which could have an impact on our
27
Table of Contents
ability to react to changing economic and business conditions. Accordingly, if the domestic or global economies worsen, our business, results of operations and
financial condition could be materially and adversely affected.
We could be subject to infringement and other claims relating to our services or the content on our websites that may result in costly litigation, the payment of
damages or the need to revise the way we conduct business.
We cannot be certain that our technology, offerings, services or content do not or will not infringe upon the intellectual property or other proprietary rights of third
parties, or otherwise violate laws. From time to time we receive notices alleging potential infringement of intellectual property or other proprietary rights of third
parties or non-compliance with applicable laws. In seeking to protect our marks, copyrights, domain names and other intellectual property rights, or in defending
ourselves against claims of infringement or non-compliance that may or may not be without merit, we could face costly litigation and the diversion of our
management’s attention and resources. Claims against us could result in the need to develop alternative trademarks, content, technology or other intellectual
property or enter into costly royalty or licensing agreements, or substantially modify or cease to offer one or more of our services, which could have a material
adverse effect on our business, results of operations, financial condition and liquidity. If we were found to have infringed on a third party’s intellectual property or
other proprietary rights, or failed to comply with applicable laws, among other things, the value of our brands and our business reputation could be impaired, and
our business could suffer.
If we are unable to enforce or defend our ownership or use of intellectual property, our business, competitive position and operating results could be harmed.
The success of our business depends in large part on our intellectual property rights, including existing and future trademarks and copyrights, which are and will
continue to be valuable and important assets of our business. Our business could be harmed if we are not able to protect the content of our databases and our other
intellectual property. We have taken measures to protect our intellectual property, such as requiring our employees and consultants with access to our proprietary
information to execute confidentiality agreements. In the future, we may sue competitors or other parties who we believe to be infringing our intellectual property.
We may in the future also find it necessary to assert claims regarding our intellectual property. These measures may not be sufficient or effective to protect our
intellectual property. We also rely on laws, including those regarding copyrights and trademarks to protect our intellectual property rights. Current laws, or the
enforceability of such laws, specifically in foreign jurisdictions, may not adequately protect our intellectual property or our databases and the data contained in
them. In addition, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights in Internet related businesses are
uncertain and evolving, and we cannot assure you of the future viability or value of any of our proprietary rights. Others may develop technologies similar or
superior to our technology. A significant impairment of our intellectual property rights could require us to develop alternative intellectual property, incur licensing
or other expenses or limit our product and service offerings.
We have incurred increased costs and will continue to incur these costs as a result of being a public company.
As a public company, we have incurred and will continue to incur significant levels of legal, accounting and other expenses. In addition, the Sarbanes Oxley Act of
2002 (“Sarbanes Oxley”), the Dodd-Frank Act and related rules of the Securities and Exchange Commission (the “SEC”) and the NYSE regulate corporate
governance practices of public companies and impose significant requirements relating to disclosure controls and procedures and internal control over financial
reporting. Compliance with these public company requirements has increased our costs, required additional resources and made some activities more time
consuming. We are required to expend considerable time and resources complying with public company regulations.
Our business is subject to U.S. and foreign government regulation of the Internet and taxation, which may have a material adverse effect on our business.
Congress and various state and local governments, as well as the EU, have passed legislation that regulates various aspects of the Internet, including content,
copyright infringement, user privacy, taxation, access charges, liability for third-party activities and jurisdiction. In addition, federal, state, local and foreign
governmental organizations are also considering legislative and regulatory proposals that would regulate the Internet. Areas of potential regulation include libel,
pricing, quality of products and services and intellectual property ownership. A number of proposals have been made at the state and local level that would impose
taxes on the sale of goods and services through the Internet. Such proposals, if adopted, could substantially impair the growth of commerce over the Internet and
could adversely affect our business, future results of operations, financial condition and liquidity. We may be subject to restrictions on our ability to communicate
with our customers through email and phone calls. Several jurisdictions have proposed or adopted privacy related laws that restrict or prohibit unsolicited email or
“spam.”
28
Table of Contents
These laws may impose significant monetary penalties for violations. For example, the CAN-SPAM Act of 2003, or “CAN-SPAM,” imposes complex and often
burdensome requirements in connection with sending commercial email. Key provisions of CAN-SPAM have yet to be interpreted by the courts. Depending on
how it is interpreted, CAN-SPAM may impose burdens on our email marketing practices or services we offer or may offer. Although CAN-SPAM is thought to
have preempted state laws governing unsolicited email, the effectiveness of that preemption is likely to be tested in court challenges. If any of those challenges are
successful, our business may be subject to state laws and regulations that may further restrict our email marketing practices and the services we may offer. The
scope of those regulations is unpredictable. Because a number of these laws are relatively new and still in the process of being implemented, we do not know how
courts will interpret these laws. Therefore, we are uncertain as to how new laws or the application of existing laws will affect our business.
Changes in laws or regulations that adversely affect the growth, popularity or use of the internet, including laws impacting net neutrality, could decrease the
demand for our service and increase our cost of doing business. Certain laws intended to prevent network operators from discriminating against the legal traffic
that traverse their networks have been implemented in many countries, including across the E.U. In others, the laws may be nascent or non-existent. Furthermore,
favorable laws may change, including for example in the United States where the FCC voted to repeal existing 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.
Due to the global nature of the Internet, it is possible that the governments of other states and foreign countries might attempt to regulate its transmissions or
prosecute us for violations of their laws. We might unintentionally violate such laws or such laws may be modified and new laws may be enacted in the future. Any
such developments (or developments stemming from enactment or modification of other laws) may significantly harm our business, operating results and financial
condition.
The U.K.’s departure from the E.U. could adversely affect us.
The U.K. held a referendum in June 2016 on its membership in the E.U., in which a majority of voters in the U.K. voted to exit the E.U. (commonly referred to as
“Brexit”). The U.K. formally departed from the E.U. on Friday, January 31, 2020, subject to a transition period which ended on December 31, 2020 (the
"Transition Period"). Various E.U. laws, rules and guidance have been on-shored into domestic U.K. legislation and certain transitional regimes and deficiency-
correction powers exist to ease the transition. The U.K. and the E.U. announced, on December 24, 2020, that they have reached agreement on a new Trade and
Cooperation Agreement (the “TCA”) which addresses a range of aspects of the future relationship between the parties. The TCA was ratified by the U.K.
Parliament on December 31, 2020. The TCA addresses, for example, trade in goods and the ability of U.K. nationals to travel to the E.U. on business but defers
other issues. While the TCA includes a commitment by the U.K. and the E.U. to keep their markets open for persons wishing to provide financial services through
a permanent establishment, it does not address substantive future cooperation in the sphere of financial services or reciprocal market access into the E.U. by U.K.
firms under so-called “equivalence” arrangements. The European Commission has indicated that its assessment of the U.K.’s replies to its equivalence inquiries
remain ongoing and, at this stage, there is no certainty as to when such assessments will be concluded or whether the U.K. will be deemed equivalent in some or all
of the individual assessments.
While the TCA provides clarity in some areas, elements of the uncertainty that has accompanied much of the Brexit process to date will continue. This is driven by
the ongoing uncertainty relating to equivalence and the extent to which the E.U. grants reciprocal access to U.K. firms in the sphere of financial services and that,
as a new agreement, the implications and operation of the TCA may evolve during the balance of 2021, and potentially beyond that date. The outcomes following
the implementation of the TCA (and any subsequent discussions between the U.K. and E.U. in respect of matters not within its scope) are likely to affect, among
others, trade in goods and services (including the availability of equivalence regimes for financial services firms); immigration and business travel rules, the ability
to move employees across borders, and recognition of professional qualifications; legal and regulatory regimes; and market access rules.
The impact of this uncertainty as well as that of (a) the TCA (and any subsequent discussions between the U.K. in relation to equivalence assessments for financial
services) and (b) the operation of on-shored EU laws, rules and guidance in the U.K. are difficult to predict, and could adversely affect our business, including
affecting our relationships with our existing and future customers and employees based in the U.K. and Europe. For example, if as a result of Brexit, financial
institutions move all or a portion of their operations out of the U.K., it may result in decreased demand for jobs in the financial sector in the U.K. and could
negatively impact the performance of our eFinancialCareers business. Further, the potential loss of the E.U. “passport,” or
29
Table of Contents
any other potential restriction on free travel of U.K. citizens to Europe, and vice versa, could adversely impact the jobs market in general and our operations in
Europe.
In addition, Brexit has resulted in significant volatility in the value of the British Pound Sterling and Euro currencies. Since our financial statements are
denominated in U.S. dollars and we currently do not hedge currency risk, a decline in the value of the Pound or Euro may have an adverse impact on our financial
condition and results of operations.
Brexit could adversely affect European and worldwide economic and market conditions and could contribute to instability in global financial and foreign exchange
markets. Uncertainty about future custom and trade agreements between of the U.K. and the E.U. could harm our business and financial results. In addition, other
E.U. member countries may consider referendums regarding their E.U. membership. These events, along with any political changes that may occur as a result of
Brexit, could cause political and economic uncertainty in Europe. In addition, Brexit is likely to lead to legal uncertainty, including uncertainty regarding data
protection, taxation, and potentially divergent national laws and regulations as the U.K. determines which E.U. laws to replace or replicate, including the GDPR.
Any of these effects of Brexit, and others we cannot anticipate, could adversely affect our business, results of operations and financial condition.
COVID-19 could continue to have an adverse impact on our business.
The spread of the COVID-19 pandemic throughout 2020 caused an economic downturn on a global scale, as well as significant volatility in the financial markets.
In March 2020, the World Health Organization declared the spread of the COVID-19 virus a pandemic. COVID-19 slowed recruitment activity for our businesses
in 2020 as employers slowed hiring, which reduced our revenues and operating cash flows. We expect the pandemic will continue to negatively impact our
financial performance in the coming months, but, based on information currently available, we are not anticipating a significant long-term impact on our business
and operations, results of operations, financial condition, cash flows, liquidity and capital and financial resources. However, the situation is uncertain and rapidly
changing. The Company cannot at this time predict the ultimate impact that the COVID-19 pandemic will have on its financial condition and operations. In an
effort to protect the health and safety of our employees, we have taken action to adopt social distancing policies at our locations around the world, including
working from home, closing of our office locations where necessary, and suspending employee travel. We may have to take further actions that we determine are
in the best interests of our employees or as required by federal, state, or local authorities.
The impact of the COVID-19 pandemic continues to unfold. The extent of the pandemic’s effect on our operational and financial performance will depend in large
part on future developments, which cannot be predicted with confidence at this time. Future developments include the duration, scope and severity of the
pandemic, the actions taken to contain or mitigate its impact, the impact on governmental programs and budgets, the development of treatments or vaccines, and
the resumption of widespread economic activity. While we expect the pandemic will continue to negatively impact our financial performance in the coming
months, due to the inherent uncertainty of the unprecedented and rapidly evolving situation, we may not be able to predict the likely impact of the COVID-19
pandemic on our future operations.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
We do not own any properties. Our corporate headquarters is located at 6465 South Greenwood Plaza, Suite 400, Centennial, Colorado, where we lease
approximately 28,000 square feet. We lease approximately 45,000 square feet of office space in Urbandale, Iowa; 15,000 square feet of office space in London,
England; and 16,000 square feet of office space in New York, New York, of which 12,000 square feet is subleased as described below. In addition, we have small
offices in Frankfurt, Germany; Singapore; and Hong Kong.
During 2018, we subleased two of our leased properties. Our prior corporate headquarters, which was located at 1040 Avenue of Americas, New York, New York
and included approximately 12,000 square feet, was subleased to a third party during the third quarter of 2018. We closed our San Jose office in the second quarter
of 2018 and subleased the property, which included approximately 16,000 square feet, to a third party during the third quarter of 2018. The lease term for the San
Jose property expired in the second quarter of 2020.
We believe that our facilities are generally adequate for current and anticipated future use, although we may from time to time lease additional facilities as
operations require.
30
Table of Contents
Item 3. Legal Proceedings
From time to time we may be involved in disputes or litigation relating to claims arising out of our operations. We are currently not a party to any material
unrecorded pending legal proceedings. See also Note 12 of the Notes to Consolidated Financial Statements.
Item 4. Mine Safety Disclosures
None.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is listed on the NYSE under the ticker symbol “DHX”. We have not listed our stock on any other markets or exchanges. Prior to July 18, 2007,
there was no public market for our common stock.
Holders
As of December 31, 2020, there were 23 stockholders of record of our common stock. A significant number of the outstanding shares of common stock which are
beneficially owned by individuals and entities are registered in the name of Cede & Co. Cede & Co. is a nominee of The Depository Trust Company, a securities
depository for banks and brokerage firms.
Dividend Policy
We have not declared or paid any cash dividends on our stock as a public company. We currently anticipate that all future earnings will be retained by the
Company to support our long-term growth strategy. Accordingly, we do not anticipate paying periodic cash dividends on our stock for the foreseeable future.
Furthermore, we are restricted by our Credit Agreement in the amount of cash dividends that we can pay.
The payment of any future dividends will be at the discretion of our board of directors and subject to the Credit Agreement and will depend upon, among other
things, future earnings, operations, capital requirements, our general financial condition, contractual restrictions and general business conditions.
Repurchases of Equity Securities
Our board of directors approved a stock repurchase program that permitted the Company to repurchase our common stock. The following table summarizes the
stock repurchase plans approved by the board of directors:
Approval Date
Authorized Repurchase Amount of Common Stock
May 2018 to May 2019
May 2018
$7 million
May 2019 to May 2020
April 2019
$7 million
May 2020 to May 2021
May 2020
$5 million
Under each plan, management has discretion in determining the conditions under which shares may be purchased from time to time.
31
Table of Contents
During the three months ended December 31, 2020, purchases of our common stock pursuant to the Stock Repurchase Plans were as follows:
Period
October 1 through October 31, 2020
November 1 through November 30, 2020
December 1 through December 31, 2020
Total
(a) Total Number of Shares
Purchased [1]
(b) Average Price Paid per
Share [2]
(c) Total Number of Shares
Purchased as Part of Publicly
Announced Plans or
Programs
(d) Approximate Dollar
Value of Shares that May
Yet Be Purchased Under
the Plans or Programs
88,214 $
234,675 $
873,436 $
1,196,325 $
2.21
1.92
2.13
2.09
88,214
234,675
873,436
1,196,325
$
$
$
3,418,295
2,968,803
1,107,534
[1] No shares of our common stock were purchased other than through a publicly announced plan or program.
[2] Average price paid per share includes costs associated with the repurchases.
Securities Authorized for Issuance under Equity Compensation Plans
The following table sets forth information required by this item as of December 31, 2020 regarding compensation plans under which the Company’s equity
securities are authorized for issuance:
(a)
(b)
Number of
Securities to
be Issued
upon
Exercise of
Outstanding
Options, Warrants and Rights
Weighted-
Average
Exercise
Price of
Outstanding
Options, Warrants and
Rights ($)
(c)
Number of
Securities
Remaining
Available for
Future
Issuance
Under Equity
Compensation
Plans
(Excluding
Securities
Reflected in
Column (a))
Plan Category
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders
Total
110,000 $
n/a
110,000 $
7.40
n/a
7.40
5,345,414
n/a
5,345,414
For material features of the plans, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting
Policies—Stock-Based Compensation.”
The following graph shows the total shareholder return of an investment of $100 in cash on December 31, 2015 through December 31, 2020 (the last trading day of
our common stock on the NYSE in 2020) for (i) our common stock, (ii) the Russell 2000 and (iii) the Dow Jones Internet Composite Index, at the closing price on
December 31, 2020. All values assume reinvestment of the full amount of all dividends, if any.
Performance Graph
32
Table of Contents
DHX
Russell 2000
Dow Jones Internet Composite Index
12/31/2015
12/31/2016
12/31/2017
12/31/2018
12/31/2019
$
$
$
100.00 $
100.00 $
100.00 $
68.16 $
121.31 $
107.27 $
20.72 $
139.08 $
148.12 $
16.58 $
123.76 $
157.76 $
32.82 $
155.35 $
188.76 $
12/31/2020
24.21
186.36
288.80
The returns shown on the graph do not necessarily predict future performance. The performance graph is not deemed “filed” with the SEC.
Item 6. Selected Financial Data
The information set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
and our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K (this “Annual Report”).
The following consolidated statements of operations data for the years ended December 31, 2020, 2019 and 2018 and the consolidated balance sheet data as of
December 31, 2020 and 2019 have been derived from the audited consolidated financial statements and related notes of DHI Group, Inc. for such years, which are
included elsewhere in this Annual Report. The consolidated statements of operations data for the years ended December 31, 2017 and 2016 and the consolidated
balance sheet data as of December 31, 2018, 2017 and 2016 have been derived from the audited consolidated financial statements and related notes of DHI Group,
Inc. for such years, which are not included in this Annual Report.
33
Table of Contents
Revenues
Operating expenses
Other operating income (loss)
Operating income (loss)
Income (loss) before income taxes
Net income (loss)
Basic earnings (loss) per share
Diluted earnings (loss) per share
Weighted average shares outstanding:
Basic
Diluted
Other Financial Data:
Net cash from operating activities
Depreciation and amortization
Capital expenditures
Net cash from (used in) investing activities
Net cash used in financing activities
Balance Sheet Data:
Cash and cash equivalents
Acquired intangible assets, net
Goodwill
Total assets
Deferred revenue
Long-term debt, net
Total stockholders’ equity
$
$
$
$
$
$
$
$
$
$
$
2020 (4)
136,878
166,483
—
(29,605)
(32,434)
(30,015)
(0.62)
(0.62)
48,278
48,278
2020 (4)
18,683
12,019
(16,104)
(15,904)
(542)
2020 (4)
2019
$
7,640
23,800
133,353
240,987
43,494
19,583
127,570
2019
2017 (2)
$
For the year ended December 31,
2018 (3)
(in thousands, except per share information)
149,370
131,808
(537)
17,025
16,324
12,551
161,570
153,247
3,369
11,692
9,602
7,174
$
$
$
207,950
195,077
9,992
22,865
19,397
15,978
$
$
0.26
$
0.15
$
0.33
$
0.24
$
0.14
$
0.33
$
48,739
51,633
48,520
49,605
47,908
48,230
2016 (1)
226,970
223,579
—
3,391
(119)
(5,398)
(0.11)
(0.11)
48,319
48,319
2019
For the year ended December 31,
2018 (3)
(in thousands)
2017 (2)
2016 (1)
$
$
$
$
22,923
9,743
(14,188)
(11,505)
(12,423)
5,381
39,000
156,059
278,321
51,626
9,435
161,195
14,918
9,762
(10,053)
7,489
(27,174)
At December 31,
2018 (3)
(in thousands)
6,472
39,000
153,974
258,385
56,086
17,288
145,355
$
34,409
11,890
(13,222)
(775)
(44,781)
44,997
16,636
(11,699)
(10,770)
(44,634)
2017 (2)
2016 (1)
12,068 $
45,737
170,791
295,718
83,646
41,450
132,641
22,987
49,120
171,745
310,095
84,615
84,760
103,883
(1) Reflects the sale of Slashdot Media in January 2016 and the impairment of goodwill and intangible assets of $24.6 million related to the Energy reporting unit.
(2) Reflects the sale of Health eCareers on December 4, 2017 and the discontinuance of getTalent in the third quarter of 2017.
(3) Reflects the transfer of majority ownership of the BioSpace business to BioSpace management on January 31, 2018, sale of the RigLogix portion of the Rigzone business on February 20,
2018, sale of Hcareers on May 22, 2018, transfer of majority ownership of the remaining Rigzone business to Rigzone management on August 31, 2018, and Dice Europe ceased
operations August 31, 2018. On January 1, 2018, the Company adopted Topic 606, Revenue from Contracts with Customers. Refer to Note 3 of the Notes to Consolidated Financial
Statements.
(4) Reflects the impairments of intangible assets and goodwill of $38.8 million and an equity investment of $2.0 million.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with Item 6. “Selected Financial Data,” and our consolidated financial statements and the related notes
included elsewhere in this Annual Report. Certain statements we make under this Item 7 constitute “Forward-Looking Statements” under the Private Securities
Litigation Reform Act of 1995. See also “Note Concerning Forward-Looking Statements.”
You should keep in mind that any forward-looking statement made by us herein, or elsewhere, speaks only as of the date on which it is made. New risks and
uncertainties come up from time to time, and it is impossible to predict these events or how
34
Table of Contents
they may affect us. We have no obligation to update any forward-looking statements after the date hereof, except as required by applicable law.
Overview
We are a leading provider of data, insights and employment connections through specialized services for technology professionals. Our mission is to empower
professionals and organizations to compete and win through specialized insights and relevant employment connections. Employers and recruiters use our websites
and services to source and hire the most qualified professionals in select and highly-skilled occupations, while professionals use our websites and services to find
the best employment opportunities in, and the most timely news and information about, their respective areas of expertise.
In online recruitment, we target employment categories in which there has been a long-term scarcity of highly skilled, highly qualified professionals relative to
market demand. Our websites serve as online marketplaces where employers and recruiters find and recruit prospective employees, and where professionals find
relevant job opportunities and information to further their careers. Our websites offer job postings, news and content, career development and recruiting services
tailored to the specific needs of the professional community that each website serves.
The Company modified its Tech-focused reportable segment in the first quarter of 2019 to reflect the current Tech-focused operating structure. The change comes
as a result of the non-tech businesses being divested during 2018 and, as a result, corporate related costs are now reflected as part of the Tech-focused segment.
Accordingly, all prior periods have been recast to reflect the current segment presentation.
We have been in the recruiting and career development business for 30 years. Based on our operating structure, we have identified one reportable segment as
follows:
•
Tech-focused — Dice, Dice Europe (ceased operations on August 31, 2018), ClearanceJobs, eFinancialCareers services, and corporate related costs
(formerly in Other).
Dice, Dice Europe (ceased operations August 31, 2018), ClearanceJobs, eFinancialCareers services, and corporate-related costs (formerly in Other) are aggregated
into the Tech-focused reportable segment primarily because the Company does not have discrete financial information for those brands or costs.
Prior to 2019, we had other services and activities that individually were not a significant portion of consolidated revenues, operating income or total assets. These
included Hospitality (sold May 22, 2018), Rigzone (sold the RigLogix portion of the Rigzone business on February 20, 2018 and transferred majority ownership of
the remaining Rigzone business to Rigzone management on August 31, 2018), and BioSpace (transferred majority ownership to BioSpace management on January
31, 2018 and sold the remaining minority interest to BioSpace management in 2020), which are reported in the "Other" category, and are not considered a segment.
Our Revenues and Expenses
We derive the majority of our revenues from customers who pay fees, either annually, semiannually, quarterly or monthly, to post jobs on our websites and to
access our searchable databases of resumes. Our fees vary by customer based on the number of individual users of our databases of resumes, the number and type
of job postings and profile views purchased and the terms of the packages purchased. Our Tech-focused segment sells recruitment packages that can include access
to our databases of resumes and job posting capabilities. Hcareers (sold May 22, 2018 and included in Other) sold job postings and access to our resume databases
either as part of a package or individually. We believe the key metrics that are material to an analysis of our businesses are our total number of Dice recruitment
package customers and the revenue, on average, that these customers generate. Average monthly revenue per recruitment package customer is calculated by
dividing recruitment package customer revenue by the daily average count of recruitment package customers during the month, adjusted to reflect a thirty day
month. We use the simple average of each month to derive the quarterly amount. At December 31, 2020 and 2019, Dice had approximately 5,150 and 6,000 total
recruitment package customers in the U.S., respectively, and the average monthly revenue per U.S. recruitment package customer was $1,132 and $1,135 for the
years ended December 31, 2020 and 2019, respectively. Deferred revenue, as shown on the Consolidated Balance sheets, reflects customer billings made in
advance of services being rendered. Backlog consists of deferred revenue plus customer contractual commitments not invoiced representing the value of future
services to be rendered under committed contracts. We believe deferred revenue and backlog to be important measures of
35
Table of Contents
our business as they represent our ability to generate future revenue. A summary of our deferred revenue and backlog as of December 31, 2020 and 2019 are
presented in the table below.
Summary of Deferred Revenue and Backlog:
December 31, 2020
December 31, 2019
Decrease
Percent Change
Deferred Revenue
Contractual commitments not invoiced
Backlog
1
$
$
43,494
32,830
76,324
$
$
51,626
37,093
88,719
$
$
(8,132)
(4,263)
(12,395)
(16) %
(11) %
(14) %
(1) Backlog consists of deferred revenue plus customer contractual commitments not invoiced representing the value of future services to be rendered under committed
contracts.
Backlog at December 31, 2020 declined $12.4 million from December 31, 2019 due to the negative impacts of COVID-19, lower renewal rates in the Dice brand,
and uncertainty around Brexit and political unrest in Hong Kong negatively impacting eFinancialCareers. This decrease was partially offset by a backlog increase
at ClearanceJobs.
To a lesser extent, we also generate revenue from advertising on our various websites or from lead generation and marketing solutions provided to our customers.
Advertisements include various forms of rich media and banner advertising, text links, sponsorships, and custom content marketing solutions. Lead generation
information utilizes advertising and other methods to deliver leads to a customer.
The Company’s revenues declined $12.5 million, or 8.4%, for the year ended December 31, 2020 compared to the same period of the prior year. This decrease was
led by eFinancialCareers decline of 19.9% and an 11.2% decline at Dice and was partially offset by ClearanceJobs growth of 17.1%. The declines at Dice and
eFinancialCareers were due to the negative impacts of COVID-19, lower renewal rates in the Dice brand, and uncertainty around Brexit and political unrest in
Hong Kong negatively impacting eFinancialCareers. See further discussion in the Comparison of Years Ended December 31, 2020 and 2019.
The Company continues to evolve and develop new software products and features to attract and engage qualified professionals and match them with employers.
Our ability to grow our revenues will largely depend on our ability to grow our customer bases in the markets in which we operate by acquiring new customers
while retaining a high proportion of the customers we currently serve, and to expand the breadth of services our customers purchase from us. We continue to make
investments in our business and infrastructure to help us achieve our long-term growth objectives. For example, during the years ended December 31, 2020 and
2019, the Company released the innovative products noted in the table below.
Product Releases
2020
Dice IntelliSearch-Based Job Alerts, Dice Private Email, Dice Remote Jobs, Dice
Recruiter Profile, Dice Instant Messaging
ClearanceJobs Client Team Dashboard, ClearanceJobs Workflow, ClearanceJobs
Favorites, ClearanceJobs Self-Serve BrandAmp, ClearanceJobs Candidate Search and
ClearanceJobs Broadcast Message upgrades
eFinancialCareers Messaging, Video and Voice Calling, eFinancialCareers Follow and
eFinancialCareers Job Alerts
2019
Dice Candidate MatchTM, Dice Job Search and Job Alerts
ClearanceJobs NextGen, ClearanceJobs Pulse, ClearanceJobs BrandAmp
eFinancialCareers Recruiter Profile, and eFinancialCareers Candidate Profile
Other material factors that may affect our results of operations include our ability to attract qualified professionals that become engaged with our websites and our
ability to attract customers with relevant job opportunities. The more qualified professionals that use our websites, the more attractive our websites become to
employers and advertisers, which in turn makes them more likely to become our customers, positively impacting our results of operations. If we are unable to
continue to attract qualified professionals to engage with our websites, our customers may no longer find our services attractive, which could have a negative
impact on our results of operations. Additionally, we need to ensure that our websites remain relevant in order to attract qualified professionals to our websites and
to engage them in high-value tasks, such as posting resumes and applying to jobs.
36
Table of Contents
The largest components of our expenses are personnel costs and marketing and sales expenditures. Personnel costs consist of salaries, benefits, and incentive
compensation for our employees, including commissions for salespeople. Personnel costs are categorized in our statement of operations based on each employee’s
principal function. Marketing expenditures primarily consist of online advertising, brand promotion and lead generation to employers and job seekers.
Critical Accounting Policies
This discussion of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance
with U.S. GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amount of assets,
liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related
to revenue, goodwill and intangible assets, stock-based compensation and income taxes. We based our estimates of the carrying value of certain assets and
liabilities on historical experience and on various other assumptions that we believe are reasonable. In many cases, we could reasonably have used different
accounting policies and estimates. In some cases, changes in the accounting estimates are reasonably likely to occur from period to period. Our actual results may
differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments
used in the preparation of our consolidated financial statements.
Revenue Recognition
Under Topic 606, we recognize 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. Revenue is recognized net of customer discounts ratably over the service period. Customer
billings delivered in advance of services being rendered are recorded as deferred revenue and recognized over the service period. We generate revenues from the
following sources:
Recruitment packages. Recruitment package revenues are derived from the sale to recruiters and employers of a combination of job postings and/or access to a
searchable database of candidates on the Dice, ClearanceJobs, and eFinancialCareers websites. Certain of the Company’s arrangements include multiple
performance obligations, which primarily consists of the ability to post jobs and access to a searchable database of candidates. The Company determines the units
of accounting for multiple performance obligations in accordance with Topic 606. Specifically, the Company considers a performance obligation as a separate unit
of accounting if it has value to the customer on a standalone basis. The Company’s arrangements do not include a general right of return. Services to customers
buying a package of available job postings and access to the database are delivered over the same period and revenue is recognized ratably over the length of the
underlying contract, typically from one to twelve months. The separation of the package into two deliverables results in no change in revenue recognition since
delivery of the two services occurs over the same time period.
Advertising revenue. 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.
Classified revenue. Classified job posting revenues are derived from the sale of job postings to recruiters and employers. A job posting is the ability to list a job on
the website for a specified time period. Revenue from the sale of classified job postings is recognized ratably over the length of the contract or the period of actual
usage.
Career fair and recruitment event booth rentals. Career fair and recruitment event revenues are derived from renting booth space to recruiters and employers.
Revenue from these sales are recognized when the career fair or recruitment event is held.
Goodwill
We record goodwill when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired.
We determine whether the carrying value of recorded goodwill is impaired on an annual basis or more frequently if indicators of potential impairment exist. In
testing goodwill for impairment, a qualitative assessment can be performed and if it is determined that the fair value of the reporting unit is more likely than not
less than the carrying amount, the impairment review process compares the fair value of the reporting unit in which the goodwill resides to the carrying value of
that reporting unit. If the fair value of the reporting unit is less than its carrying amount, an impairment charge is recorded for the amount the carrying
37
Table of Contents
value exceeds the fair value. Our annual impairment test for goodwill is performed on October 1 on the Tech-focused reporting unit.
The annual impairment test for the Tech-focused reporting unit performed as of October 1, 2019 resulted in the fair value of the reporting unit exceeding the
carrying value by 37%. During the first quarter of 2020, because of the initial impacts of the COVID-19 pandemic and its potential impact on future earnings and
cash flows for the reporting unit, the Company performed an interim impairment analysis of goodwill. The results of the analysis indicated that the fair value of the
Tech-focused reporting unit was not substantially in excess of the carrying value as of March 31, 2020. The percentage by which the estimated fair value exceeded
carrying value for the Tech-focused reporting unit at March 31, 2020 was less than 1%. During the third quarter of 2020, the impacts of the COVID-19 pandemic
continued and the Company's projected earnings and cash flows for the Tech-focused reporting unit declined as compared to the projections used in the March 31,
2020 analysis. As a result, the Company performed an interim impairment analysis as of September 30, 2020, which resulted in the Company recording an
impairment charge of $23.6 million during the three month period ended September 30, 2020.
Results for the Tech-focused reporting unit for the fourth quarter of 2020 and estimated future results as of December 31, 2020 have exceeded the projections used
in the September 30, 2020 analysis. As a result, the Company believes it is not more likely than not that the fair value of the reporting unit is less than the carrying
value as of December 31, 2020. Therefore, no quantitative impairment test was performed as of December 31, 2020. No impairment was recorded during the years
ended December 31, 2019 and 2018.
The amount of goodwill as of December 31, 2020 allocated to the Tech-focused reporting unit was $133.4 million. The discount rate applied for the Tech-focused
reporting unit in the September 30, 2020 analysis was 14.5%, compared to 16.5% at March 31, 2020. The decline in the discount rate is primarily due to the lower
projections, as compared to the March 31, 2020 analysis. 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. In addition, a future decline in the overall market conditions, uncertainty related to COVID-19, 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.
The determination of whether or not goodwill has become impaired is judgmental in nature and requires the use of estimates and key assumptions, particularly
assumed discount rates and projections of future operating results, such as forecasted revenues and earnings before interest, taxes, depreciation and amortization
margins and capital expenditure requirements. Fair values are determined by using a combination of a discounted cash flow methodology and a market comparable
method. The discounted cash flow methodology is based on projections of the amounts and timing of future revenues and cash flows, assumed discount rates and
other assumptions as deemed appropriate. We consider factors such as historical performance, anticipated market conditions, operating expense trends and capital
expenditure requirements. Additionally, the discounted cash flows analysis takes into consideration cash expenditures for product development, other technological
updates and advancements to our websites and investments to improve our candidate databases. The market comparable method indicates the fair value of a
business by comparing it to publicly traded companies in similar lines of business or to comparable transactions or assets. Considerations for factors such as size,
growth, profitability, risk and return on investment are analyzed and compared to the comparable businesses and adjustments are made. A market value of invested
capital of the publicly traded companies is calculated and then applied to the entity’s operating results to arrive at an estimate of value. Changes in our strategy
and/or market conditions could significantly impact these judgments and require adjustments to recorded amounts of goodwill.
Indefinite-Lived Acquired Intangible Assets
The indefinite-lived acquired intangible assets include the Dice trademarks and brand name. The Dice trademark, trade name and domain name is one of the most
recognized names of online technology recruiting and career development. Since Dice’s inception in 1991, the brand has been recognized as a leader in recruiting
and career development services for technology and engineering professionals. Currently, the brand is synonymous with the most specialized online marketplace
for industry-specific technologists. The brand has a significant online and offline presence in online recruiting and career development services. Considering the
recognition and the awareness of the Dice brand in the talent acquisition and staffing services market, Dice’s long operating history and the intended use of the
Dice brand, the remaining useful life of the Dice trademark, trade name and domain name was determined to be indefinite.
38
Table of Contents
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 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. The impairment test performed as of October 1, 2019 resulted in the fair value of the Dice
trademarks and brand exceeding the carrying value by 26%. During the first quarter of 2020, because of the initial impacts of the COVID-19 pandemic and its
potential impact on future earnings and cash flows that are attributable to the Dice trademarks and brand name, the Company performed an interim impairment
analysis. As a result of the analysis, the Company recorded an impairment charge of $7.2 million during the first quarter of 2020. During the third quarter of 2020,
the impacts of the COVID-19 pandemic continued and the Company's projected earnings and cash flows that are attributable to the Dice trademarks and brand
name declined as compared to the projections used in the March 31, 2020 analysis. As a result, the Company performed an interim impairment analysis as of
September 30, 2020, which resulted in the Company recording an additional impairment charge of $8.0 million during the three month period ended September 30,
2020.
Revenues attributable to the Dice trademarks and brand name for the fourth quarter of 2020 and estimated future results as of December 31, 2020 have exceeded
the projections used in the September 30, 2020 analysis. As a result, the Company believes it is not more likely than not that the fair value of the Dice trademarks
and brand name is less than the carrying value as of December 31, 2020. Therefore, no quantitative impairment test was performed as of December 31, 2020. No
impairment was recorded during the years ended December 31, 2019 and 2018.
The projections utilized in the March 31 and September 30, 2020 analyses included a decline in revenues caused by the COVID-19 pandemic that are attributable
to the Dice trademarks and brand name for the year ended December 31, 2020 compared to the year ended December 31, 2019. The September 30, 2020 analysis
included a further decline in revenues caused by the COVID-19 pandemic that are attributable to the Dice trademarks and brand name for the year ending
December 31, 2021 compared to the year ended December 31, 2020 and then increasing to rates approximating industry growth projections, although peaking at
rates slightly lower than in the March 31, 2020 analysis. The Company’s ability to achieve these revenue projections may be impacted by, among other things,
uncertainty related to COVID-19, competition in the technology recruiting market, challenges in developing and introducing new products and product
enhancements to the market and the Company’s ability to attribute value delivered to customers. Cash flows that are attributable to the Dice trademarks and brand
name were projected to decline for the year ended December 31, 2020 compared to the year ended December 31, 2019 as a result of the lower revenue, but
partially offset by reductions to operating expenses. Operating expenses, excluding impairments, utilized in the March 31 and September 30, 2020 analyses were
projected to decline for the year ended December 31, 2020 as compared to the year ended December 31, 2019, including a reduction in operating margin. The
March 31, 2020 analysis included modest operating margin improvements during the year ending December 31, 2021 and beyond while the September 30, 2020
analysis included a small reduction in operating margin during the year ending December 31, 2021 and then increasing modestly. If future cash flows that are
attributable to the Dice trademarks and brand name are not achieved, the Company could realize an impairment in a future period. In the March 31, 2020 and
September 30, 2020 analyses, the Company utilized a relief from royalty rate method to value the Dice trademarks and brand name using a royalty rate of 5.0% and
4.0%, respectively, based on comparable industry studies and a discount rate of 17.5% and 15.5%, respectively. The decline in the royalty rate is due to revenue
declines and impacts of the COVID-19 pandemic and the decline in the discount rate is primarily due to the lower projections, as compared to the March 31, 2020
analysis.
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. We consider factors such as historical performance,
anticipated market conditions, operating expense trends and capital expenditure requirements. Changes in our strategy and/or market conditions could significantly
impact these judgments and require adjustments to recorded amounts of intangible assets.
Income Taxes
We utilize the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recognized for differences between the
financial statement and tax bases of assets and liabilities at enacted statutory tax rates in effect for the years in which the differences are expected to reverse.
Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.
The calculation of our tax liabilities involves dealing with uncertainties in applying tax laws and regulations in numerous jurisdictions. Tax benefits from uncertain
tax positions are recognized when it is more likely than not that the positions will be sustained upon examination, including resolutions of any related appeals or
litigation processes, based on the technical merits.
39
Table of Contents
Because of the complexity of some of these uncertainties, the ultimate resolution could result in a payment that is materially different from our current estimate of
the accrual for unrecognized tax benefits.
Recent Developments
None.
Cyclicality
The labor market and certain of the industries that we serve have historically experienced short-term cyclicality. However, we believe that online career websites
continue to provide economic and strategic value to the labor market and industries that we serve.
Any slowdown in recruitment activity that occurs could negatively impact our revenues and results of operations. Alternatively, a decrease in the unemployment
rate or a labor shortage, including as a result of an increase in job turnover, generally means that employers (including our customers) are seeking to hire more
individuals, which would generally lead to more job postings and database licenses and have a positive impact on our revenues and results of operations. Based on
historical trends, improvements in labor markets and the need for our services generally lag behind overall economic improvements. Additionally, there has
historically been a lag from the time customers begin to increase purchases of our recruitment services and the impact to our revenues due to the recognition of
revenue occurring over the length of the contract, which can be several months to over a year.
From time to time, we see market slowdowns, which can lead to lower demand for recruiting technology, financial and security cleared professionals. If
recruitment activity slows in the industries in which we operate during 2021 and beyond, our revenues and results of operations could be negatively impacted.
40
Table of Contents
Results of Operations
Our historical financial information discussed in this Annual Report has been derived from the Company’s financial statements and accounting records for the
years ended December 31, 2020, 2019 and 2018. Consolidated operating results and consolidated operating results as a percent of revenue follows:
(in thousands)
Revenues
Operating expenses:
Cost of revenues
Product development
Sales and marketing
General and administrative
Depreciation
Amortization of intangible assets
Impairment of intangible assets
Impairment of goodwill
Disposition related and other costs
Total operating expenses
Other operating income (loss):
Gain (loss) on sale of businesses
Operating income (loss)
Revenues
Operating expenses:
Cost of revenues
Product development
Sales and marketing
General and administrative
Depreciation
Amortization of intangible assets
Impairment of goodwill
Impairment of intangible assets
Disposition related and other costs
Total operating expenses
Other operating income (loss):
Gain (loss) on sale of businesses
Operating income (loss)
2020
136,878
$
$
For the year ended December 31,
2018
161,570
2019
149,370
2020 vs 2019
(12,492)
$
$
2019 vs 2018
(12,200)
$
17,047
16,470
50,856
31,265
12,019
—
15,200
23,626
—
166,483
16,237
17,216
55,909
31,003
9,743
—
—
—
1,700
131,808
18,344
20,212
59,721
37,589
9,280
482
—
—
7,619
153,247
810
(746)
(5,053)
262
2,276
—
15,200
23,626
(1,700)
34,675
—
(29,605) $
$
(537)
17,025 $
3,369
11,692 $
537
(46,630) $
(2,107)
(2,996)
(3,812)
(6,586)
463
(482)
—
—
(5,919)
(21,439)
(3,906)
5,333
For the year ended December 31,
2019
2020
100.0%
100.0%
2018
100.0%
12.5 %
12.0 %
37.2 %
22.8 %
8.8 %
— %
17.3 %
11.1 %
— %
121.6 %
— %
(21.6) %
10.9 %
11.5 %
37.4 %
20.8 %
6.5 %
— %
— %
— %
1.1 %
88.2 %
(4.0) %
11.4 %
11.4 %
12.5 %
37.0 %
23.3 %
5.7 %
0.3 %
— %
— %
4.7 %
94.8 %
2.1 %
7.2 %
41
Table of Contents
Comparison of Years Ended December 31, 2020 and 2019
Revenues
(1)
Tech-focused
Dice
ClearanceJobs
eFinancialCareers
Total revenues
Year Ended December 31,
2020
2019
Increase
(Decrease)
Percent
Change
Foreign Exchange
Impact
(2)
(in thousands, except percentages)
$
$
82,190 $
28,977
25,711
136,878 $
92,527 $
24,745
32,098
149,370 $
(10,337)
4,232
(6,387)
(12,492)
(11.2) % $
17.1 %
(19.9) %
(8.4)% $
—
—
(55)
(55)
(1) Includes Dice and Career Events.
(2) Foreign exchange impact is calculated by determining the increase (decrease) in current period revenues where current period revenues are translated using prior period exchange rates.
We experienced a decrease in revenue of $12.5 million, or 8.4%. Revenue at Dice decreased by $10.3 million, or 11.2%, compared to the same period of 2019 due
to the impact of the COVID-19 pandemic driving lower renewal rates year over year. Revenues for ClearanceJobs increased by $4.2 million, or 17.1%, as
compared to the same period of 2019, driven by continued high demand for professionals with government clearance and consistent product releases and
enhancements driving activity on the site. eFinancialCareers revenue decreased $6.4 million, or 19.9%, compared to 2019, due to the COVID-19 pandemic,
uncertainty around Brexit, and political unrest in Hong Kong due to the imposition of its new security law.
Cost of Revenues
Cost of revenues
Percentage of revenues
Year Ended December 31,
2020
2019
Increase
(in thousands, except percentages)
Percent
Change
$
17,047
$
12.5 %
16,237
$
10.9 %
810
5.0 %
Cost of revenues increased by $0.8 million, or 5.0%, primarily driven by an increase in compensation related costs, partially offset by higher capitalization of
internal development costs, which decrease operating expenses. Together, this increased expense $0.8 million.
Product Development Expenses
Product development
Percentage of revenues
Year Ended December 31,
2020
2019
Decrease
(in thousands, except percentages)
Percent
Change
$
16,470
$
12.0 %
17,216
$
11.5 %
(746)
(4.3)%
Product development expenses decreased $0.7 million or 4.3%, driven by higher capitalization of internal development costs, which decreases operating expenses.
This was partially offset by an increase in compensation related costs due to higher headcount. Together, this decreased expense $0.1 million. The higher
capitalization of internal development costs resulted from the Company's continued focus on the design and development of product enhancements and features for
the Company's sites. The Company also noted a decrease in travel and other costs due to COVID-19 of $0.6 million.
42
Table of Contents
Sales and Marketing Expenses
Sales and marketing
Percentage of revenues
Year Ended December 31,
2020
2019
Decrease
(in thousands, except percentages)
Percent
Change
$
50,856
$
37.2 %
55,909
$
37.4 %
(5,053)
(9.0)%
Sales and marketing expenses decreased $5.1 million, or 9.0% from the same period in 2019. Sales and marketing had an increase in compensation related costs of
$4.9 million. This increase was offset by $6.9 million in reduced discretionary marketing expenses realized from efficiencies in vendor selection and volumes and
$3.1 million reduction in other operational costs due to the COVID-19 pandemic, including consulting and travel costs.
General and Administrative Expenses
General and administrative
Percentage of revenues
Year Ended December 31,
2020
2019
Increase
(in thousands, except percentages)
Percent
Change
$
31,265
$
22.8 %
31,003
$
20.8 %
262
0.8 %
General and administrative costs increased $0.3 million or 0.8%, primarily due to an increase in compensation costs of $0.8 million and non-cash stock based
compensation costs of $0.6 million, partially offset by a decrease in other operational costs of $1.4 million, including recruiting, consulting, and travel costs.
Depreciation
Depreciation
Percentage of revenues
Year Ended December 31,
2020
2019
Increase
(in thousands, except percentages)
Percent
Change
$
12,019
$
8.8 %
9,743
$
6.5 %
2,276
23.4 %
Depreciation expense increased $2.3 million or 23.4% from the same period in 2019, in connection with higher headcount driving higher capitalization of internal
development costs, which are reflected as purchases of fixed assets in the Consolidated Statements of Cash Flows.
Impairment of Intangible Assets
Impairment of intangible assets
Percentage of revenues
Year Ended December 31,
2020
2019
Increase
(in thousands, except percentages)
Percent
Change
$
15,200
$
11.1 %
$
—
— %
15,200
— %
The Company has an indefinite-lived acquired intangible asset related to the Dice trademarks and brand name. During the first and third quarters of 2020, due to
the impacts of the COVID-19 pandemic, the Company performed interim impairment analyses of the Dice trademarks and brand name. As a result of the analyses,
the Company recorded impairment charges totaling $15.2 million during the three month periods ended March 31, 2020 and September 30, 2020. See also Note 9
of the Notes to the Consolidated Financial Statements.
Impairment of Goodwill
Impairment of goodwill
Percentage of revenues
Year Ended December 31,
2020
2019
Increase
(in thousands, except percentages)
Percent
Change
$
23,626
$
17.3 %
$
—
— %
23,626
— %
43
Table of Contents
During the first and third quarters of 2020, due to the impacts of the COVID-19 pandemic, the Company performed interim impairment analyses of goodwill. As a
result of the analyses, the Company recorded an impairment charge of $23.6 million during the three months ended September 30, 2020. See also Note 10 of the
Notes to the Consolidated Financial Statements.
Disposition Related and Other Costs
Disposition related and other costs
Percentage of revenues
$
$
—
— %
1,700
$
1.1 %
(1,700)
(100.0)%
Disposition related and other costs of $1.7 million for the year ended December 31, 2019, as described in Note 15 to the Consolidated Financial Statements, are
primarily due to severance and related costs incurred in reorganizing the Tech-focused business.
Year Ended December 31,
2020
2019
Decrease
(in thousands, except percentages)
Percent
Change
Other Operating Income (Loss)
Other operating income (loss)
Percentage of revenues
Year Ended December 31,
2020
$
$
—
— %
2019
Increase
(in thousands, except percentages)
$
(537)
(0.4)%
Percent
Change
537
(100.0)%
Other operating income (loss) for the year ended December 31, 2019 included a loss of $0.5 million on the 2018 sale of Hcareers due to the finalization of the
working capital terms and related contingencies. See also Note 4 to the Consolidated Financial Statements.
Operating Income (Loss)
Revenue
Operating income (loss)
Percentages of revenues
Year Ended December 31,
2020
2019
Decrease
(in thousands, except percentages)
Percent
Change
$
$
136,878
(29,605)
(21.6)%
149,370
17,025
$
$
11.4 %
(12,492)
(46,630)
(8.4)%
(273.9)%
Operating loss for the year ended December 31, 2020 was $29.6 million, a negative margin of 21.6%, compared to operating income of $17.0 million, a positive
margin of 11.4%, for the same period in 2019. The decrease in operating income and percentage margin was primarily driven by the non-cash impairments of
goodwill and intangible assets of $38.8 million in the 2020 period, partially offset by the disposition and related costs of $1.7 million in the 2019 period.
Interest Expense and Other
Interest expense and other
Percentage of revenues
Year Ended December 31,
2020
2019
Increase
(in thousands, except percentages)
Percent
Change
$
$
827
2.1 %
$
701
0.5 %
126
18.0 %
Interest expense and other increased by $0.1 million, or 18.0%, from the same period in 2019. Interest expense increased $0.3 million, primarily due to the higher
weighted-average debt outstanding during the year ended December 31, 2020 as the Company borrowed on its revolving credit facility in the first quarter of 2020
for liquidity protection during the COVID-19 pandemic. The increase in interest expense was offset by a $0.2 million gain recognized in the second quarter of
2020 on the sale of the Company's 20% interest in BioSpace.
44
Table of Contents
Impairment of Equity Investment
Impairment of equity investment
Percentage of revenues
$
(2,002)
$
(1.5)%
$
—
— %
(2,002)
— %
During the first quarter of 2020, due to the impacts from the COVID-19 pandemic, the Company determined the value of its 7.6% interest in a leading tech skills
assessment company to be zero. Accordingly, the Company recorded an impairment charge of $2.0 million during the first quarter of 2020.
Year Ended December 31,
2020
2019
Decrease
(in thousands, except percentages)
Percent
Change
Income Taxes
Income (loss) before income taxes
Income tax expense (benefit)
Effective tax rate
Year Ended December 31,
2020
2019
(in thousands, except
percentages)
$
(32,434)
(2,419)
$
7.5 %
16,324
3,773
23.1 %
A reconciliation between tax expense at the federal statutory rate and the reported income tax expense is summarized as follows:
Federal statutory rate
Gain (loss) on sale of businesses
Stock-based compensation
Nondeductible impairment
State taxes, net of federal effect
Difference between foreign and U.S. rates
Change in accrual for unrecognized tax benefits
U.S. tax on global intangible low-taxed income, net of credits
Executive compensation
Currency translation losses
U.S. transition tax on foreign earnings
Research and development tax credits
Change in valuation allowances
Other
Income tax expense (benefit)
Year Ended December 31,
2020
2019
$
$
(6,811) $
(42)
482
5,274
(315)
32
(437)
—
323
(278)
—
(530)
(30)
(87)
(2,419) $
3,428
84
380
—
467
(192)
107
84
147
(67)
140
(557)
12
(260)
3,773
Our effective income tax rate was 7.5% and 23.1% for the years ended December 31, 2020 and 2019, respectively. The 2020 tax rate differed from the federal
statutory rate primarily because of tax deficiencies in stock-based compensation; nondeductible impairment charges; a decreased accrual for unrecognized tax
benefits; and tax credits for research and development. The 2019 tax rate differed from the federal statutory rate primarily because of tax deficiencies in stock-
based compensation; state tax expense; and tax credits for research and development.
45
Table of Contents
Earnings per Share
Net income (loss)
Weighted-average shares outstanding-diluted
Diluted earnings (loss) per share
Year Ended December 31,
2020
2019
(in thousands, except
per share amounts)
(30,015) $
48,278
(0.62)
12,551
51,633
0.24
$
Diluted earnings (loss) per share was $(0.62) and $0.24 for the years ended December 31, 2020 and 2019, respectively. The decrease in diluted earnings (loss) per
share was primarily driven by the non-cash impairment charges during 2020.
Comparison of Years Ended December 31, 2019 and 2018
Revenues
Tech-focused:
(1)
Dice
eFinancialCareers
ClearanceJobs
Tech-focused, excluding Dice Europe
Dice Europe
(2)
Tech-focused
Other
(3)
Hcareers
Rigzone
BioSpace
(4)
(5)
Other
Total revenues
Year Ended December 31,
2019
2018
Increase (Decrease)
(in thousands, except percentages)
Percent
Change
Foreign Exchange
Impact
(6)
$
$
92,527 $
32,098
24,745
149,370
—
149,370
—
—
—
—
149,370 $
94,438 $
33,758
21,086
149,282
2,976
152,258
5,329
3,771
212
9,312
161,570 $
(1,911)
(1,660)
3,659
88
(2,976)
(2,888)
(5,329)
(3,771)
(212)
(9,312)
(12,200)
(2.0) % $
(4.9) %
17.4 %
0.1 %
n.m.
(1.9)%
n.m.
n.m.
n.m.
n.m.
(7.6)% $
—
(1,002)
—
(1,002)
—
(1,002)
—
—
—
—
(1,002)
(1) Includes Dice and Career Events
(2) Dice Europe ceased operations on August 31, 2018.
(3) The Company sold Hcareers on May 22, 2018.
(4) The Company sold the RigLogix portion of the Rigzone business on February 20, 2018 and majority ownership of the remaining Rigzone business was transferred to Rigzone management
on August 31, 2018.
(5) The Company transferred majority ownership of the BioSpace business to BioSpace management on January 31, 2018.
(6) Foreign exchange impact is calculated by determining the increase (decrease) in current period revenues where current period revenues are translated using prior period exchange rates.
We experienced a decrease in the Tech-focused segment revenue of $2.9 million, or 1.9%, which was driven by Dice Europe's decline of $3.0 million due to its
ceasing operations on August 31, 2018. Excluding Dice Europe and the impacts of foreign exchange, revenue for the Tech-focused segment increased 1% year
over year. Revenue at Dice U.S. decreased by $1.9 million, or 2.0%, for the year ended December 31, 2019 compared to the same period of 2018, an improvement
from the 6.9% decline experienced during the year ended December 31, 2018. Renewal rates have improved over the prior year period while recruitment package
customer count was down slightly year over year. Revenues for ClearanceJobs increased by $3.7 million, or 17.4%, for the year ended December 31, 2019 as
compared to the same period in 2018, driven by continued high demand for professionals with government clearance and consistent product releases and
enhancements driving activity on the site. eFinancialCareers revenue decreased $1.7 million, or 4.9%, compared to 2018, mainly due to the impact on U.K.
revenue from the uncertainty around Brexit and the impacts of foreign exchange.
46
Table of Contents
Revenues for Other decreased $9.3 million, which was due to the non-tech businesses which were divested during 2018.
Cost of Revenues
Cost of revenues
Percentage of revenues
Year Ended December 31,
2019
2018
Decrease
(in thousands, except percentages)
Percent
Change
$
16,237
$
10.9 %
18,344
$
11.4 %
(2,107)
(11.5)%
Cost of revenues decreased by $2.1 million, or 11.5%, as the Tech-focused segment decreased $0.7 million and Other decreased $1.4 million. In the Tech-focused
segment, $0.5 million reduction was due to Dice Europe ceasing operations on August 31, 2018 and $0.9 million reduction was due to a decrease in technology
infrastructure costs, partially offset by an increase in compensation related costs of $0.7 million. Other decreased $1.4 million due to the non-tech businesses being
divested during 2018.
Product Development Expenses
Product development
Percentage of revenues
Year Ended December 31,
2019
2018
Decrease
(in thousands, except percentages)
Percent
Change
$
17,216
$
11.5 %
20,212
$
12.5 %
(2,996)
(14.8)%
Product development expenses decreased $3.0 million or 14.8%, as the Tech-focused segment decreased $1.7 million and Other decreased $1.3 million. The
decrease in Tech-focused was mainly due to higher utilization of the Company's employees in the design and development of product enhancements and features
for the Company's sites. This resulted in a higher capitalization rate of internal development costs, which decreased operating expenses in the current period, and
are reflected as purchases of fixed assets in the Consolidated Statements of Cash Flows. Other decreased $1.3 million due to the non-tech businesses being divested
during 2018.
Sales and Marketing Expenses
Sales and marketing
Percentage of revenues
Year Ended December 31,
2019
2018
Decrease
(in thousands, except percentages)
Percent
Change
$
55,909
$
37.4 %
59,721
$
37.0 %
(3,812)
(6.4)%
Sales and marketing expenses decreased $3.8 million, or 6.4%, as the Tech-focused segment decreased $0.6 million and Other decreased $3.2 million. In the Tech-
focused segment, compensation related costs increased $3.9 million, of which $2.5 million related to higher sales commissions, including a transitional impact of
adopting ASC Topic 606, while consulting costs, professional fees and events, together increased $1.6 million. These increases were offset by a $4.0 million
reduction in discretionary marketing expenses realized from efficiencies in vendor selection and a $2.3 million decrease due to Dice Europe ceasing operations on
August 31, 2018. Other decreased $3.2 million due to the non-tech businesses being divested during 2018.
General and Administrative Expenses
General and administrative
Percentage of revenues
Year Ended December 31,
2019
2018
Decrease
(in thousands, except percentages)
Percent
Change
$
31,003
$
20.8 %
37,589
$
23.3 %
(6,586)
(17.5)%
47
Table of Contents
General and administrative costs decreased $6.6 million or 17.5% as the Tech-focused segment decreased $5.3 million and Other decreased $1.3 million. In the
Tech-focused segment, $2.1 million was due to a decrease in consulting costs, $1.3 million due to a decrease in legal fees and contingencies, which was primarily
related to the applicability of provisions of the FCRA to one of our products, as described in Note 12 to the Consolidated Financial Statements, and a $1.8 million
decrease mainly due to the resolution of a sales tax contingency and a decrease from lower stock based compensation, which was primarily due to the acceleration
and vesting related to the Company's former Chief Executive Officer in 2018. Other decreased $1.3 million due to the non-tech businesses being divested during
2018.
Depreciation
Depreciation
Percentage of revenues
Year Ended December 31,
2019
2018
Increase
(in thousands, except percentages)
Percent
Change
$
9,743
$
6.5 %
9,280
$
5.7 %
463
5.0 %
Depreciation expense increased $0.5 million or 5.0%, as the Tech-focused segment increased $0.8 million and Other decreased $0.3 million. In the Tech-focused
segment, depreciation increased primarily in connection with the higher headcount and capitalization rate of internal development costs, which are reflected as
purchases of fixed assets in the Consolidated Statements of Cash Flows. Other decreased due to the non-tech businesses being divested during 2018.
Amortization of Intangible Assets
Amortization
Percentage of revenues
Year Ended December 31,
2019
$
$
—
— %
2018
Decrease
(in thousands, except percentages)
$
(482)
482
0.3 %
Percent
Change
(100.0)%
Amortization expense decreased by $0.5 million to zero due to the removal of amortizable intangible assets related to the non-tech businesses divested during the
year ended December 31, 2018.
Disposition Related and Other Costs
Disposition related and other costs
Percentage of revenues
$
1,700
$
1.1 %
7,619
$
4.7 %
(5,919)
(77.7)%
Year Ended December 31,
2019
2018
Decrease
(in thousands, except percentages)
Percent
Change
The disposition related and other costs of $1.7 million for the year ended December 31, 2019, as described in Note 15 to the Consolidated Financial Statements, are
primarily due to severance and related costs incurred in reorganizing the Tech-focused business.
The disposition related and other costs of $7.6 million in 2018 are primarily due to severance, lease exit, and other related costs
in connection with the non tech businesses divestiture process and the reorganization to the tech-focused strategy.
Other Operating Income (Loss)
Other operating income (loss)
Percentage of revenues
Year Ended December 31,
2019
2018
Decrease
(in thousands, except percentages)
Percent
Change
$
$
(537)
(0.4)%
3,369
$
2.1 %
(3,906)
(115.9)%
48
Table of Contents
Other operating income (loss) for the year ended December 31, 2019, included a loss of $0.5 million on the 2018 sale of Hcareers, which was related to a post-
closing adjustment upon the finalization of the working capital terms and related contingencies. See also Note 4 to the Consolidated Financial Statements.
Other operating income for the year ended December 31, 2018 included a gain of $4.6 million related to the sale of the RigLogix portion of the Rigzone business
on February 20, 2018 and a $0.8 million gain related to post closing price adjustment to the sale of the Health eCareers business. These gains were partially offset
by losses recognized on the sale of the Hcareers business on May 22, 2018 of $0.8 million, the transfer of majority ownership of the remaining Rigzone business to
Rigzone management on August 31, 2018 of $0.7 million and the transfer of majority ownership of the BioSpace business to BioSpace management on January 31,
2018 of $0.5 million. See also Note 4 of the Notes to Consolidated Financial Statements.
Operating Income
Revenue
Operating income
Percentage of revenues
Year Ended December 31,
2019
2018
Increase (Decrease)
(in thousands, except percentages)
Percent
Change
$
$
149,370
17,025
$
$
11.4 %
161,570
11,692
$
$
7.2 %
(12,200)
5,333
(7.6)%
45.6 %
Operating income for the year ended December 31, 2019 was $17.0 million, a margin of 11.4%, as compared to $11.7 million, a
margin of 7.2%, for the same period in 2018. The increased operating income and percentage margin were driven by cost savings initiatives, a reduction in
disposition related and other costs in 2019, higher utilization of the Company's employees in the design and development of product enhancements and features for
the Company's sites, and the closure of Dice Europe in 2018, which had a lower operating margin.
Interest Expense and Other
Interest expense
Percentage of revenues
Year Ended December 31,
2019
2018
Decrease
(in thousands, except percentages)
Percent
Change
$
$
701
0.5 %
2,054
$
1.3 %
(1,353)
(65.9)%
Interest expense decreased by $1.4 million, or 65.9%, from the same period in 2018 due to lower weighted-average debt outstanding during the year ended
December 31, 2019.
Income Taxes
Income before income taxes
Income tax expense
Effective tax rate
Year Ended December 31,
2019
2018
(in thousands, except
percentages)
$
$
16,324
3,773
23.1 %
9,602
2,428
25.3 %
49
Table of Contents
A reconciliation between tax expense at the federal statutory rate and the reported income tax expense is summarized as follows:
Federal statutory rate
Gain (loss) on sale of businesses
Stock-based compensation
State taxes, net of federal effect
Difference between foreign and U.S. rates
Change in accrual for unrecognized tax benefits
U.S. tax on global intangible low-taxed income, net of credits
Executive compensation
Currency translation gains (losses)
U.S. transition tax on foreign earnings
Research and development tax credits
Change in valuation allowances
Other
Income tax expense
Year Ended December 31,
2019
2018
3,428 $
84
380
467
(192)
107
84
147
(67)
140
(557)
12
(260)
3,773 $
2,016
(6,111)
2,112
(38)
(102)
(1,179)
229
126
219
368
(481)
5,117
152
2,428
$
$
Our effective income tax rate was 23.1% and 25.3% for the years ended December 31, 2019 and 2018, respectively. The 2019 tax rate differed from the federal
statutory rate primarily because of tax deficiencies in stock-based compensation; state tax expense; and tax credits for research and development. The 2018 tax rate
differed from the federal statutory rate primarily because of permanent book/tax differences in basis related to the gain or loss on sale of businesses; tax
deficiencies in stock-based compensation; a decreased accrual for unrecognized tax benefits; and an increase in the valuation allowance for capital loss
carryforwards.
Earnings per Share
Net income
Weighted-average shares outstanding-diluted
Diluted earnings per share
Year Ended December 31,
2019
2018
(in thousands, except
per share amounts)
12,551 $
51,633
0.24
7,174
49,605
0.14
$
Diluted earnings per share was $0.24 and $0.14 for the years ended December 31, 2019 and 2018, respectively, an increase of $0.10. The improvement in earnings
per share was primarily driven by the improved net income year over year.
Liquidity and Capital Resources
Non-GAAP Financial Measures
We have provided certain non-GAAP financial information as additional measures for our operating results. These measures are not in accordance with, or an
alternative for, measures in accordance with U.S. GAAP and may be different from similarly titled non-GAAP measures reported by other companies. We believe
the presentation of non-GAAP measures, such as Adjusted Revenues, Adjusted EBITDA and Adjusted EBITDA margin, provides useful information to
management and investors regarding certain financial and business trends relating to our financial condition and results of operations.
50
Table of Contents
Adjusted Revenues
Adjusted Revenues is a non-GAAP metric used by management to measure operating performance. Adjusted Revenues represents Revenues less the revenues of
divested businesses. We consider Adjusted Revenues to be an important measure to evaluate the performance of our ongoing businesses and provide comparable
results excluding our divestitures.
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP metrics used by management to measure operating performance. Management uses Adjusted
EBITDA as a performance measure for internal monitoring and planning, including preparation of annual budgets, analyzing investment decisions and evaluating
profitability and performance comparisons between us and our competitors. The Company also uses this measure to calculate amounts of performance based
compensation under the senior management incentive bonus program. Adjusted EBITDA represents net income plus (to the extent deducted in calculating such net
income) interest expense, income tax expense, depreciation and amortization, non-cash stock based compensation, losses resulting from certain dispositions outside
the ordinary course of business including prior negative operating results of those divested businesses, certain writeoffs in connection with indebtedness,
impairment charges with respect to long-lived assets, expenses incurred in connection with an equity offering or any other offering of securities by the Company,
extraordinary or non-recurring non-cash expenses or losses, transaction costs in connection with the credit agreement, deferred revenues written off in connection
with acquisition purchase accounting adjustments, writeoff of non-cash stock based compensation expense, severance and retention costs related to dispositions
and reorganizations of the Company, and losses related to legal claims and fees that are unusual in nature or infrequent, minus (to the extent included in calculating
such net income) non-cash income or gains, interest income, business interruption insurance proceeds, and any income or gain resulting from certain dispositions
outside the ordinary course of business, including prior positive operating results of those divested businesses, and gains related to legal claims that are unusual in
nature or infrequent.
We also consider Adjusted EBITDA, as defined above, to be an important indicator to investors because it provides information related to our ability to provide
cash flows to meet future debt service, capital expenditures and working capital requirements and to fund future growth. We present Adjusted EBITDA as a
supplemental performance measure because we believe that this measure provides our Board, management and investors with additional information to measure
our performance, provide comparisons from period to period and company to company by excluding potential differences caused by variations in capital structures
(affecting interest expense) and tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses), and to estimate
our value.
We understand that although Adjusted EBITDA is frequently used by securities analysts, lenders and others in their evaluation of companies, Adjusted EBITDA
has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our liquidity or results as reported under GAAP.
Some limitations are:
•
•
•
•
•
Adjusted EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments on our
debt;
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and
Adjusted EBITDA does not reflect any cash requirements for such replacements; and
Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.
To compensate for these limitations, management evaluates our liquidity by considering the economic effect of excluded expense items independently, as well as
in connection with its analysis of cash flows from operations and through the use of other financial measures, such as capital expenditure budget variances,
investment spending levels and return on capital analysis.
Adjusted EBITDA Margin is computed as Adjusted EBITDA divided by Adjusted Revenues. Adjusted Revenues, Adjusted EBITDA and Adjusted EBITDA
Margin are not measurements of our financial performance under GAAP and should not be considered as an alternative to revenue, net income, operating income,
cash provided by operating activities, or any other performance measures derived in accordance with GAAP as a measure of our profitability or liquidity.
51
Table of Contents
A reconciliation of Adjusted Revenues for the years ended December 31, 2020, 2019 and 2018 follows (in thousands):
Revenues
(1)
Hcareers
Rigzone
BioSpace
(2)
(3)
Adjusted Revenues
Year Ended December 31,
2019
2018
2020
$
$
136,878
—
—
—
136,878
$
$
149,370
—
—
—
149,370
$
$
161,570
(5,329)
(3,771)
(212)
152,258
(1) The Company sold Hcareers on May 22, 2018.
(2) The Company sold the Riglogix portion of the Rigzone business on February 20, 2018 and transferred majority ownership of remaining Rigzone business to
Rigzone management on August 31, 2018.
(3) The Company transferred majority ownership of BioSpace to BioSpace management on January 31, 2018 and sold its remaining minority stake in BioSpace to
BioSpace management on April 30, 2020.
52
Table of Contents
A reconciliation of Adjusted EBITDA for the years ended December 31, 2020, 2019 and 2018 follows (in thousands):
Reconciliation of Net Income (loss) to Adjusted EBITDA:
Net income (loss)
Interest expense
Income tax expense (benefit)
Depreciation
Amortization of intangible assets
Non-cash stock based compensation
(Gain) loss on sale of businesses, net
Disposition related and other costs
Legal contingencies and related fees
Impairment of intangible assets
Impairment of goodwill
Impairment of equity investment
Gain on sale of equity investment
Divested businesses
Severance and related costs
Other
Adjusted EBITDA
Reconciliation of Operating Cash Flows to Adjusted EBITDA:
Net cash provided by operating activities
Interest expense
Amortization of deferred financing costs
Income tax expense (benefit)
Deferred income taxes
Change in accrual for unrecognized tax benefits
Change in accounts receivable
Change in deferred revenue
Disposition related and other costs
Legal contingencies and related fees
Divested businesses
Severance and related costs
Changes in working capital and other
Adjusted EBITDA
Year Ended December 31,
2019
2018
2020
$
$
$
$
(30,015)
1,073
(2,419)
12,019
—
6,327
—
—
—
15,200
23,626
2,002
(200)
—
2,285
26
29,924
18,683
1,073
(147)
(2,419)
2,918
446
(859)
8,193
—
—
—
2,285
(249)
29,924
$
$
$
$
12,551
703
3,773
9,743
—
5,704
537
1,700
149
—
—
—
—
—
—
(1)
34,859
22,923
703
(147)
3,773
(2,493)
(107)
(1,694)
4,583
1,700
149
—
—
5,469
34,859
$
$
$
$
7,174
2,054
2,428
9,280
482
6,606
(3,369)
7,619
1,965
—
—
—
—
(2,243)
—
36
32,032
14,918
2,054
(342)
2,428
(2,699)
1,179
(11,947)
18,866
7,619
1,965
(2,243)
—
234
32,032
A reconciliation of Adjusted EBITDA Margin for the years ended December 31, 2020, 2019 and 2018 follows (in thousands):
Adjusted Revenues
Adjusted EBITDA
Adjusted EBITDA Margin
2020
Year Ended December 31,
2019
136,878
29,924
$
$
22 %
149,370
34,859
$
$
23 %
$
$
2018
152,258
32,032
21 %
53
Table of Contents
Cash Flows
We have summarized our cash flows for the years ended December 31, 2020, 2019 and 2018 as follows (in thousands):
Cash from operating activities
Cash from (used in) investing activities
Cash used in financing activities
2020
Year Ended December 31,
2019
2018
$
$
18,683
(15,904)
(542)
$
22,923
(11,505)
(12,423)
14,918
7,489
(27,174)
We have financed our operations primarily through cash provided by operating activities and borrowings under our revolving credit facility. At December 31,
2020, we had cash of $7.6 million compared to $5.4 million at December 31, 2019. Cash held by foreign subsidiaries totaled approximately $3.1 million and $1.9
million at December 31, 2020 and 2019, respectively. Cash and cash equivalent balances and cash generation in the United States, along with the unused portion of
our revolving credit facility, are sufficient to maintain liquidity and meet our obligations without being dependent on cash and earnings from our foreign
subsidiaries.
Liquidity
Our principal internal sources of liquidity are cash on hand, as well as the cash flow that we generate from our operations. In addition, we had $70.0 million in
borrowing capacity under our $90.0 million Credit Agreement at December 31, 2020, subject to certain availability limits including our consolidated leverage ratio,
which generally limits borrowings to 2.5 times annual adjusted EBITDA levels, as defined in the Credit Agreement. We believe that our existing U.S. cash and
cash equivalents, cash generated from operations and available borrowings under our Credit Agreement will be sufficient to satisfy our currently anticipated cash
requirements through at least the next 12 months and the foreseeable future thereafter. However, it is possible that one or more lenders under the revolving credit
facility may refuse or be unable to satisfy their commitment to lend to us or we may need to refinance our debt and be unable to do so. In addition, our liquidity
could be negatively affected by a decrease in demand for our products and services. We may also make acquisitions and may need to raise additional capital
through future debt financings or equity offerings to the extent necessary to fund such acquisitions, which we may not be able to do on a timely basis or on terms
satisfactory to us or at all.
Comparison of Years Ended December 31, 2020 and 2019
Operating Activities
Net cash flows from operating activities primarily consist of net income adjusted for certain non-cash items, including depreciation, amortization, changes in
deferred tax assets and liabilities, stock based compensation and the effect of changes in working capital. Net cash flows from operating activities were $18.7
million and $22.9 million for the years ended December 31, 2020 and 2019, respectively, a decrease of $4.2 million. Cash inflow from operations is driven by
earnings and is dependent on the amount and timing of billings and cash collection from our customers. Cash provided by operating activities during the year
ended December 31, 2020 decreased primarily due to lower billings to customers resulting from the COVID-19 pandemic, partially offset by cost savings
implemented by the Company in response to the COVID-19 pandemic.
Investing Activities
During the year ended December 31, 2020, cash used in investing activities was $15.9 million compared to $11.5 million of cash used in investing activities during
the year ended December 31, 2019. Cash used by investing activities during the year ended December 31, 2020 increased from the comparable 2019 period due to
higher capitalization of internally developed software of $1.9 million and $2.5 million lower receipts from the sale of businesses and equity investments.
Financing Activities
Cash used in financing activities during the year ended December 31, 2020 was $0.5 million primarily due to $10.0 million of net borrowings on long-term debt
and $10.5 million of repurchases of common stock. Cash used during the year ended December 31, 2019 was $12.4 million primarily due to $8.0 million of net
repayments on long-term debt and $4.4 million of repurchases of common stock.
Comparison of Years Ended December 31, 2019 and 2018
Operating Activities
54
Table of Contents
Net cash flows from operating activities primarily consist of net income adjusted for certain non-cash items, including depreciation, amortization, changes in
deferred tax assets and liabilities, stock based compensation and the effect of changes in working capital. Net cash flows from operating activities were $22.9
million and $14.9 million for the years ended December 31, 2019 and 2018, respectively, an increase of $8.0 million. Cash inflow from operations is driven by
earnings and is dependent on the amount and timing of billings and cash collection from our customers. Cash provided by operating activities during the year
ended December 31, 2019 increased due to increased income before changes in working capital and a change in billing terms implemented in the first half of 2018
to bring them in line with market standards, which reduced operating cash flows during the 2018 period. The impact of this change was most significant in the first
half of 2018 and then diminished throughout the remainder of the year and has substantially stabilized in 2019.
Investing Activities
During the year ended December 31, 2019, cash used in investing activities was $11.5 million compared to $7.5 million of cash
provided by investing activities during the year ended December 31, 2018. Cash used by investing activities during the year ended December 31, 2019 was
attributable to the acquisition of fixed assets, including costs of internally developed software, of $14.2 million, partially offset by escrow cash received from the
sale of the non-tech businesses of $2.7 million. Cash provided by investing activities during the year ended December 31, 2018 was attributable to net cash
received from the sale of businesses of $17.5 million, partially offset by the acquisition of fixed assets, including costs of internally developed software, of $10.1
million.
Financing Activities
Cash used in financing activities during the year ended December 31, 2019 was $12.4 million primarily due to $8.0 million of net repayments on long-term debt
and $2.5 million of repurchases of common stock. Cash used during the year ended December 31, 2018 was $27.2 million primarily due to $24.0 million of net
repayments on long-term debt and $2.0 million of repurchase of common stock.
Financings and Capital Requirements
Credit Agreement
In November 2018, the Company, together with Dice Inc. (a wholly-owned subsidiary of the Company) and its wholly-owned subsidiary, Dice Career Solutions,
Inc. (collectively, the “Borrowers”) entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”), which matures in November 2023,
and replaced the previously existing credit agreement dated November 2015. The Credit Agreement provides for a revolving loan facility of $90 million, with an
Expansion Option up to $140 million, as permitted under the terms of the Credit Agreement. The Company borrowed $18 million to repay, in full, all outstanding
indebtedness, including accrued interest, under the previous credit agreement and to pay certain costs associated with the Credit Agreement. Unamortized debt
issuance costs of $0.2 million were recorded to interest expense at the time of reduction.
Borrowings under the Credit Agreement bear interest, at the Company’s option, at a London Interbank Offered Rate ("LIBOR") rate or a base rate plus a margin.
The margin ranges 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 facility may be prepaid at any time without penalty.
The Credit Agreement contains various customary affirmative and negative covenants and also contains certain financial covenants, including a consolidated
leverage ratio and a consolidated interest coverage ratio. Borrowings are allowed under the Credit Agreement to the extent the consolidated leverage ratio,
calculated on a pro forma basis, is equal to or less than 2.50 to 1.00. Negative covenants include restrictions on incurring certain liens; making certain payments,
such as stock repurchases and dividend payments; making certain investments; making certain acquisitions; making certain dispositions; and incurring additional
indebtedness. Restricted payments are allowed under the Credit Agreement to the extent the consolidated leverage ratio, calculated on a pro forma basis, is equal to
or less than 2.00 to 1.00, plus an additional $5.0 million of restricted payments. The Credit Agreement also provides that the payment of obligations may be
accelerated upon the occurrence of customary events of default, including, but not limited to, non-payment, change of control, or insolvency. As of December 31,
2020, the Company was in compliance with all of the financial covenants under the Credit Agreement. Refer to Note 11 in the Notes to the Condensed
Consolidated Financial Statements.
55
Table of Contents
The obligations under the Credit Agreement are guaranteed by two of the Company's U.S. based wholly-owned subsidiaries and secured by substantially all of the
assets of the Borrowers and the guarantors and stock pledges from certain of the Company's foreign subsidiaries.
Other Capital Requirements
We anticipate capital expenditures in 2021 to be approximately $16 million to $18 million. The increase over prior periods is due to the additional investments in
the development of new products and features. We intend to use operating cash flows to fund capital expenditures.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Commitments and Contingencies
The following table presents certain minimum payments due and the estimated timing under contractual obligations with minimum firm commitments as of
December 31, 2020:
Credit Agreement
Operating lease obligations
Total contractual obligations
Total
Less Than 1
Year
Payments due by period
1-3 Years
(in thousands)
3-5 Years
More Than 5
Years
$
$
20,000 $
18,984
38,984 $
— $
4,040
4,040 $
20,000 $
7,334
27,334 $
— $
6,089
6,089 $
—
1,521
1,521
We make commitments to purchase advertising from online vendors, which we pay for on a monthly basis. We have no significant long-term obligations to
purchase a fixed or minimum amount with these vendors.
Our principal commitments consist of obligations under operating leases for office space and equipment and long-term debt. As of December 31, 2020, we had
$20.0 million outstanding under our Credit Agreement. Interest payments are due quarterly or at varying, specified periods (to a maximum of three months) based
on the type of loan (LIBOR or base rate loan) we choose. See Note 11 “Indebtedness” in our consolidated financial statements for additional information related to
our Credit Agreement.
Future interest payments on our Credit Agreement are variable due to our interest rate being based on a LIBOR rate or a base rate. Assuming an interest rate of
2.19% (the rate in effect on December 31, 2020) on our current borrowings, interest payments are expected to be $0.4 million per year in 2020-2023.
As of December 31, 2020, we recorded approximately $1.3 million of unrecognized tax benefits as liabilities, and we are uncertain if or when such amounts may
be settled. Related to the unrecognized tax benefits considered permanent differences, we have also recorded a liability for potential penalties and interest. Included
in the balance of unrecognized tax benefits at December 31, 2020 are $1.3 million of tax benefits that if recognized, would affect the effective tax rate. The
Company believes it is reasonably possible that as much as $0.4 million of its unrecognized tax benefits may be recognized in the next twelve months.
Recent Accounting Pronouncements
For a discussion of new accounting pronouncements affecting the Company, refer to Note 2 of Notes to Consolidated Financial Statements included in Item 8 of
this Annual Report.
56
Table of Contents
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We have exposure to financial market risks, including changes in foreign currency exchange rates, interest rates, and other relevant market prices.
Foreign Exchange Risk
We conduct business serving multiple markets, in four languages, mainly across Europe, Asia, Australia, and North America using the eFinancialCareers name.
Rigzone (sold RigLogix portion of the Rigzone business on February 20, 2018 and DHI transferred majority ownership of the remaining Rigzone business to
Rigzone management on August 31, 2018), Dice Europe (ceased operations on August 31, 2018) and Hcareers (sold May 22, 2018) also conducted business
outside the United States. For the years ended December 31, 2020 and 2019, approximately 17% and 20%, respectively, of our revenues were earned outside the
United States and certain of these amounts are collected in local currency. We are subject to risk for exchange rate fluctuations between such local currencies and
the British Pound Sterling and between local currencies and the United States dollar and the subsequent translation of the British Pound Sterling to United States
dollars. We currently do not hedge currency risk. A decrease in foreign exchange rates during a period would result in decreased amounts reported in our
Consolidated Balance Sheets, Consolidated Statements of Operations, Comprehensive Income (Loss), and of Cash Flows. For example, if foreign exchange rates
between the British Pound Sterling and United States dollar decreased by 1.0%, the impact on our revenues and expenses during 2020 would have been a decrease
of approximately $0.1 million each.
In connection with Brexit, the global markets and currencies have been adversely impacted, including a decline in the value of the British Pound Sterling as
compared to the United States dollar. Volatility in exchange rates could continue as the U.K. negotiates its exit from the E.U. We currently do not hedge our British
Pound Sterling exposure and therefore are susceptible to currency risk. In the longer term, any impact from Brexit on us will depend, in part, on the outcome of
tariff, trade, regulatory and other negotiations. Although it is unknown what the result of those negotiations will be, it is possible that new terms may adversely
affect our operations and financial results. In addition, trade talks or pacts between the United States and other nations could adversely affect our operations and
financial results.
The financial statements of our non-United States subsidiaries are translated into United States dollars using current exchange rates, with gains or losses included
in the cumulative translation adjustment account, which is a component of stockholders’ equity. As of December 31, 2020 and 2019, our translation adjustment
decreased stockholders’ equity by $28.5 million and $29.2 million, respectively. The change from December 31, 2019 to December 31, 2020 is primarily
attributable to the position of the United States dollar against the British Pound Sterling.
Interest Rate Risk
We have interest rate risk primarily related to borrowings under our Credit Agreement. Borrowings under our Credit Agreement bear interest, at our option, at a
LIBOR rate or base rate plus a margin. The margin ranges from 1.75% to 2.50% on the LIBOR loans and 0.75% to 1.50% on the base rate, as determined by our
most recent consolidated leverage ratio. As of December 31, 2020, we had outstanding borrowings of $20.0 million under our Credit Agreement. If interest rates
were to rise by 1.0%, annual interest expense on our current borrowings would increase by approximately $0.2 million. LIBOR is the subject of recent national,
international and other regulatory guidance and proposals for reform. These reforms and other pressure may cause LIBOR to disappear entirely or to perform
differently than in the past. It is expected that certain banks will stop reporting information used to set LIBOR at the end of 2021 when their reporting obligations
cease. This would effectively end the usefulness of LIBOR and may end its publication. It is unclear whether or not, at that time, a satisfactory replacement rate
will be developed or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. The U.S. Federal Reserve, in conjunction
with the Alternative Reference Rates Committee, a steering committee comprised of, among other entities, large U.S. financial institutions, is considering replacing
U.S. dollar LIBOR with a new index that measures the cost of borrowing cash overnight, backed by U.S. Treasury securities (“SOFR”). SOFR is observed and
backward-looking, which stands in contrast with LIBOR under the current methodology, which is an estimated forward-looking rate and relies, to some degree, on
the expert judgment of submitting panel members. Whether or not SOFR or any other potential alternative reference rate attains market traction as a LIBOR
replacement rate remains in question. The consequences of these developments with respect to LIBOR cannot be entirely predicted but may result in the level of
interest payments on the portion of our indebtedness that bears interest at variable rates to be affected, which may adversely impact the amount of our interest
payments under such debt. If LIBOR is no longer widely available, the Company will pursue alternative interest rate calculations under the Credit Agreement. The
Company is evaluating the expected impact of this change on its consolidated financial statements.
57
Table of Contents
Item 8. Financial Statements and Supplementary Data
DHI Group, Inc.
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
Notes to Consolidated Financial Statements
Page
59
61
62
63
64
65
66
58
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of DHI Group, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of DHI Group, Inc. and subsidiaries (the "Company") as of December 31, 2020 and 2019, the
related consolidated statements of operations, comprehensive income (loss), shareholders' equity, and cash flows for each of the three years in the period ended
December 31, 2020, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the
financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the
United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal
control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 10, 2021, expressed an unqualified opinion on the Company's
internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 7 to the financial statements, the Company changed its method of accounting for leases in 2019 due to the adoption of ASU No. 2016-02,
Leases, under the modified retrospective method.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements
based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be
communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or
disclosures to which it relates.
Goodwill and Acquired Intangible Assets, Net – Impairment of Goodwill and Dice Trademarks and Brand Name - Refer to Notes 2, 9, and 10 to the financial
statements
Critical Audit Matter Description
The Company determines whether the carrying value of recorded goodwill is impaired on an annual basis or more frequently if indicators of potential impairment
exist. If the fair value of the reporting unit is less than its carrying amount, an impairment charge is recorded for the amount the carrying value exceeds the fair
value. Fair values are determined by using a combination of a discounted cash flow methodology and a market comparable method. Determining the fair value of a
reporting unit is judgmental in nature and requires the use of estimates and key assumptions, particularly assumed discount rates and projections of future operating
results, such as forecasted revenues and earnings before interest, taxes, depreciation and amortization (EBITDA) margins. Changes in these assumptions could
have a significant impact on either the fair value, the amount of the
59
Table of Contents
goodwill impairment charge, or both. The amount of goodwill as of December 31, 2020 was $133.4 million. During 2020, the Company recognized a $23.6 million
goodwill impairment charge as the fair value of the reporting unit was lower than its carrying value.
The Company determines whether the carrying value of recorded indefinite-lived acquired intangible assets, which consists entirely of the Dice trademarks and
brand name, is impaired on an annual basis or more frequently if indicators of potential impairment exist. The impairment review process compares the fair value
of the Dice trademarks and brand name to their carrying value. If the carrying value exceeds the fair value, an impairment loss is recorded. The Company utilizes a
relief from royalty rate method to value the Dice trademarks and brand name, which involves a significant level of judgment in the assumptions underlying the
approach used to determine the fair value, including the revenue growth rate, royalty rate, and discount rate. Changes in these assumptions could have a significant
impact on either the fair value, the amount of the trademarks and brand name impairment charge, or both. The amount of acquired intangible assets as of December
31, 2020 was $23.8 million. During 2020, the Company recognized a $15.2 million trademarks and brand name impairment charge as the fair value of the
trademarks and brand name was lower than their carrying value.
Given the significant judgments made by management to estimate the fair value of the reporting unit and the goodwill impairment charge recorded during the year,
performing auditing procedures to evaluate the reasonableness of management’s judgments regarding the business and valuation assumptions utilized in the
valuation models, particularly the forecasts of future revenue and EBITDA margins and the selection of the discount rate, required a high degree of auditor
judgment and an increased extent of effort, including the need to involve our fair value specialists. In addition, given the determination of the fair values of the
Dice trademarks and brand name and the impairment charges recorded during the year required management to make significant estimates and assumptions
relating to the forecasts of future revenue and the selection of the royalty and discount rates, performing audit procedures to evaluate the reasonableness of such
estimates and assumptions, particularly the forecasts of future revenue and the selection of the discount rate and royalty rate, required a high degree of auditor
judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the forecasts of future revenues and EBITDA margins and selection of the royalty rate and discount rates used by management to
estimate the fair value of the reporting unit and the Dice trademarks and brand name included the following, among others:
• We tested the effectiveness of controls over management’s impairment evaluation of the reporting unit and acquired intangible assets, including those
controls related to management’s forecasts of future revenues and expenses and selection of the royalty rate and discount rates.
• We evaluated management’s ability to accurately forecast future revenues and expenses by comparing actual revenues and expenses to management’s
historical forecasts.
• We evaluated the reasonableness of management’s revenues and expenses forecast by comparing the forecasts with:
◦
◦
Historical revenues and expenses and forecasted information in industry reports.
Internal communications to management and the Board of Directors.
• With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) valuation assumptions
(discount rates and royalty rate) by:
◦
◦
Testing the source information underlying the determination of the assumption and testing the mathematical accuracy of the calculation.
Developing a range of independent estimates and comparing those to the assumptions selected by management.
/s/ Deloitte & Touche LLP
Des Moines, Iowa
February 10, 2021
We have served as the Company's auditor since 2005.
60
Table of Contents
DHI GROUP, INC.
CONSOLIDATED BALANCE SHEETS
As of December 31, 2020 and 2019
(in thousands, except per share data)
December 31,
2020
December 31, 2019
ASSETS
Current assets
Cash and cash equivalents
Accounts receivable, net of allowance for doubtful accounts of $1,182 and $708
Income taxes receivable
Prepaid and other current assets
Total current assets
Fixed assets, net
Acquired intangible assets
Capitalized contract costs
Goodwill
Deferred income taxes
Operating lease right-of-use assets
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses
Operating lease liabilities
Deferred revenue
Income taxes payable
Total current liabilities
Long-term debt, net
Deferred income taxes
Deferred revenue
Accrual for unrecognized tax benefits
Operating lease liabilities
Other long-term liabilities
Total liabilities
Commitments and contingencies (Note 12)
Stockholders’ equity
Convertible preferred stock, $.01 par value, authorized 20,000 shares; no shares issued and outstanding
Common stock, $.01 par value, authorized 240,000; issued 71,233 and 69,509 shares, respectively; outstanding: 51,220
and 53,918 shares, respectively
Additional paid-in capital
Accumulated other comprehensive loss
Accumulated earnings
Treasury stock, 20,013 and 15,591 shares, respectively
Total stockholders’ equity
Total liabilities and stockholders’ equity
See accompanying notes to the consolidated financial statements.
61
$
$
$
$
7,640
20,298
1,044
4,503
33,485
24,544
23,800
7,734
133,353
19
16,405
1,647
240,987
19,426
3,410
42,426
123
65,385
19,583
9,936
1,068
1,347
13,704
2,394
113,417
—
714
233,554
(28,519)
53,971
(132,150)
127,570
240,987
$
$
$
$
5,381
21,158
2,353
4,180
33,072
20,352
39,000
7,515
156,059
7
19,712
2,604
278,321
18,908
3,643
50,568
984
74,103
9,435
12,823
1,058
1,787
16,664
1,256
117,126
—
696
227,227
(29,248)
83,986
(121,466)
161,195
278,321
Table of Contents
Revenues
Operating expenses:
Cost of revenues
Product development
Sales and marketing
General and administrative
Depreciation
Amortization of intangible assets
Impairment of intangible assets
Impairment of goodwill
Disposition related and other costs (Note 15)
Total operating expenses
Other operating income (loss):
Gain (loss) on sale of businesses (Note 4)
Total other operating income (loss)
Operating income (loss)
Interest expense and other
Impairment of equity investment
Other expense
Income (loss) before income taxes
Income tax expense (benefit)
Net income (loss)
Basic earnings (loss) per share
Diluted earnings (loss) per share
Weighted-average basic shares outstanding
Weighted-average diluted shares outstanding
See accompanying notes to the consolidated financial statements.
DHI GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31, 2020, 2019 and 2018
(in thousands, except per share amounts)
For the year ended December 31,
2019
2018
2020
$
136,878 $
149,370 $
161,570
17,047
16,470
50,856
31,265
12,019
—
15,200
23,626
—
166,483
—
—
(29,605)
(827)
(2,002)
—
(32,434)
(2,419)
(30,015) $
(0.62) $
(0.62) $
48,278
48,278
16,237
17,216
55,909
31,003
9,743
—
—
—
1,700
131,808
(537)
(537)
17,025
(701)
—
—
16,324
3,773
12,551 $
0.26 $
0.24 $
48,739
51,633
18,344
20,212
59,721
37,589
9,280
482
—
—
7,619
153,247
3,369
3,369
11,692
(2,054)
—
(36)
9,602
2,428
7,174
0.15
0.14
48,520
49,605
$
$
$
62
Table of Contents
DHI GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
For the years ended December 31, 2020, 2019, and 2018
(in thousands)
Net income (loss)
Foreign currency translation adjustment
Total other comprehensive income (loss)
Comprehensive income (loss)
See accompanying notes to the consolidated financial statements.
63
For the year ended December 31,
2019
2020
2018
(30,015) $
12,551 $
729
729
(29,286) $
1,988
1,988
14,539 $
7,174
(3,906)
(3,906)
3,268
$
$
Table of Contents
Balance at January 1, 2018
Net income
Other comprehensive loss
Stock based compensation
Restricted stock issued
Restricted stock forfeited or withheld to satisfy tax obligations
Performance-based restricted stock units eligible to vest
Cumulative-effect of new accounting principle (see Note 2)
Unclaimed shareholder liability (Note 13)
Purchase of treasury stock under stock repurchase plan
Balance at December 31, 2018
Net income
Other comprehensive income
Stock based compensation
Restricted stock issued
Restricted stock forfeited or withheld to satisfy tax obligations
Performance-based restricted stock units eligible to vest
Performance-based restricted stock units forfeited
Retirement of treasury stock (see Note 13)
Purchase of treasury stock under stock repurchase plan
Balance at December 31, 2019
Net loss
Other comprehensive income
Stock based compensation
Restricted stock issued
Purchase of treasury stock related to vested restricted and performance stock units
Performance-based restricted stock units forfeited
Purchase of treasury stock under stock repurchase plan
Balance at December 31, 2020
See accompanying notes to the consolidated financial statements.
DHI GROUP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the years ended December 31, 2020, 2019, and 2018 (in thousands)
Convertible
Preferred Stock
Common Stock
Shares
Issued
Amount
Shares
Issued
Amount
Additional
Paid-in
Capital
Treasury
Stock
Accumulated
Earnings
Accumulated
Other
Comprehensive
Loss
Total
—
$
—
83,125 $
831
$
375,537
$ (276,173)
$
59,776
$
(27,330)
$
132,641
7,174
(3,906)
4,087
(440)
750
41
(4)
8
6,606
(693)
980
(1,977)
—
—
87,522
876
383,123
(278,843)
4,485
71,435
12,551
2,258
(560)
449
(160)
(20,000)
23
(5)
4
(2)
(200)
5,704
(1,904)
(161,600)
161,800
(2,519)
1,988
—
—
69,509
696
227,227
(121,466)
83,986
(30,015)
(29,248)
729
2,173
(430)
(19)
22
(4)
—
6,327
(2,248)
(8,436)
7,174
(3,906)
6,606
41
(697)
8
4,485
980
(1,977)
12,551
1,988
5,704
23
(1,909)
4
(2)
—
(2,519)
161,195
(30,015)
729
6,327
22
(2,252)
—
(8,436)
(31,236)
145,355
—
$
—
71,233 $
714
$
233,554
$ (132,150)
$
53,971
$
(28,519)
$
127,570
64
Table of Contents
DHI GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2020, 2019 and 2018
(in thousands)
Cash flows from (used in) operating activities:
Net income (loss)
Adjustments to reconcile net income to net cash flows from (used in) operating activities:
For the year ended December 31,
2019
2020
2018
$
(30,015) $
12,551 $
7,174
Depreciation
Amortization of intangible assets
Deferred income taxes
Amortization of deferred financing costs
Stock based compensation
Impairment of intangible assets
Impairment of goodwill
Impairment of equity investment
Change in accrual for unrecognized tax benefits
Gain on sale of equity investment
(Gain) loss on sale of businesses
Changes in operating assets and liabilities:
Accounts receivable
Prepaid expenses and other assets
Capitalized contract costs
Accounts payable and accrued expenses
Income taxes receivable/payable
Deferred revenue
Other, net
Net cash flows from operating activities
Cash flows from (used in) investing activities:
Cash received from sale of businesses, net
Purchases of fixed assets
Net cash received from sale of equity investment
Net cash flows from (used in) investing activities
Cash flows from (used in) financing activities:
Payments on long-term debt
Proceeds from long-term debt
Payments under stock repurchase plan
Purchase of treasury stock related to vested restricted and performance stock units
Financing costs paid
Net cash flows used in financing activities
Effect of exchange rate changes
Net change in cash and cash equivalents for the period
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
See accompanying notes to the consolidated financial statements.
$
65
12,019
—
(2,918)
147
6,327
15,200
23,626
2,002
(446)
(200)
—
859
(1,405)
(175)
139
480
(8,193)
1,236
18,683
—
(16,104)
200
(15,904)
(26,444)
36,444
(8,294)
(2,248)
—
(542)
22
2,259
5,381
7,640 $
9,743
—
2,493
147
5,704
—
—
—
107
—
537
1,694
(904)
453
(5,621)
(338)
(4,583)
940
22,923
2,683
(14,188)
—
(11,505)
(28,000)
20,000
(2,519)
(1,904)
—
(12,423)
(86)
(1,091)
6,472
5,381 $
9,280
482
2,699
342
6,606
—
—
—
(1,179)
—
(3,369)
11,947
1,759
(3,236)
1,743
(972)
(18,866)
508
14,918
17,542
(10,053)
—
7,489
(31,000)
7,000
(1,977)
(693)
(504)
(27,174)
(829)
(5,596)
12,068
6,472
Table of Contents
DHI GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
DHI Group, Inc. (“DHI” or the “Company”), a Delaware corporation, was incorporated on June 28, 2005. DHI is a leading provider of data, insights and
employment connections through its specialized services for technology professionals and other select online communities. Its mission is to empower tech
professionals and organizations to compete and win through expert insights and relevant employment connections. Employers and recruiters use its websites and
services to source, hire and connect with the most qualified and highly-skilled tech professionals, while professionals use its websites and services to find ideal
employment opportunities, relevant job advice and tailored career-related data. For 30 years, through its predecessor companies, the Company was built on
providing employers and professionals with career connections, news, tools and information. The Company serves multiple markets located throughout North
America, Europe, the Middle East and the Asia Pacific region.
2. SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation — The consolidated financial statements include the accounts of DHI and its wholly-owned subsidiaries and cost method investment.
All intercompany balances and transactions have been eliminated in consolidation.
Revenue Recognition — We recognize 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. Revenue is recognized net of customer discounts ratably over the service
period. Billings with customers are based on contractual schedules. Customer billings delivered in advance and payments received in advance of services being
rendered are recorded as deferred revenue and recognized over the service period. We generate revenues from the following sources:
Recruitment packages. Recruitment package revenues are derived from the sale to recruiters and employers of a combination of job postings and/or access to a
searchable database of candidates on Dice, ClearanceJobs, eFinancialCareers and Rigzone (sold the RigLogix portion of the Rigzone business on February 20,
2018 and DHI transferred majority ownership of the remaining Rigzone business to Rigzone management on August 31, 2018). Certain of the Company’s
arrangements include multiple performance obligations, which primarily consists of the ability to post jobs and access to a searchable database of candidates. The
Company determines the units of accounting for multiple performance obligations in accordance with Topic 606. Specifically, the Company considers a
performance obligation as a separate unit of accounting if it has value to the customer on a standalone basis. The Company’s arrangements do not include a general
right of return. Services to customers buying a package of available job postings and access to the database are delivered over the same period and revenue is
recognized ratably over the length of the underlying contract, typically from one to twelve months. The separation of the package into two deliverables results in
no change in revenue recognition since delivery of the two services occurs over the same time period.
Advertising revenue. 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.
Classified revenue. Classified job posting revenues are derived from the sale of job postings to recruiters and employers. A job posting is the ability to list a job on
the website for a specified time period. Revenue from the sale of classified job postings is recognized ratably over the length of the contract or the period of actual
usage.
Data services revenue. Access to the Company’s database of energy industry data is provided to customers for a fee. Data services revenue is recognized ratably
over the length of the underlying contract, typically from one to twelve months. The data services business, called RigLogix, was sold on February 20, 2018.
Career fair and recruitment event booth rentals. Career fair and recruitment event revenues are derived from renting booth space to recruiters and employers.
Revenue from these sales are recognized when the career fair or recruitment event is held.
Concentration of Credit Risk—Cash and cash equivalents are maintained with several financial institutions. Deposits held with banks may exceed the amount of
insurance provided on such deposits. These deposits may be redeemed upon demand. The Company believes it is not exposed to any significant credit risk.
The Company performs ongoing credit evaluations of its customers’ financial condition and generally does not require collateral on accounts receivable. No single
customer represents 10% or more of revenues for the years ended December 31, 2020, 2019 and 2018.
66
Table of Contents
DHI GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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. 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.
Statements of Cash Flows—All bank deposits are considered cash and cash equivalents.
The supplemental disclosures to the accompanying consolidated statements of cash flows are as follows (in thousands):
Supplemental cash flow information:
Interest paid
Taxes paid
Non-cash investing and financing activities:
Capital expenditures on fixed assets included in accounts payable and accrued expenses
Share repurchases included in accounts payable and accrued expenses
2020
2019
2018
$
1,100 $
457
110
141
639 $
1,506
140
—
1,807
2,634
223
—
Fixed Assets—Depreciation of equipment, furniture and fixtures, computer software and capitalized website development costs are provided under the straight-line
method over estimated useful lives ranging from two to five years. Amortization of leasehold improvements is provided over the shorter of the term of the related
lease or the estimated useful life of the improvement. The cost of additions and betterments is capitalized, and repairs and maintenance costs are charged to
operations in the periods incurred.
Capitalized Software Costs—Capitalized software costs consist of costs to purchase and develop software for internal use. The Company capitalizes certain
incurred software development costs in accordance with the Internal Use Software subtopic of the FASB ASC. Costs incurred during the application-development
stage for software bought and further customized by outside vendors for the Company’s use and software developed by a vendor for the Company’s proprietary use
have been capitalized.
Website Development Costs—The Company capitalizes certain costs incurred in designing, developing, testing and implementing enhancements to its websites.
These costs are amortized over the enhancement’s estimated useful life, which generally approximates two years. Costs related to the planning and post
implementation phases of website development efforts are expensed as incurred.
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. 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 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.
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
two years as of December 31, 2020. 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, 2020. See Note 3 for additional contract acquisition cost disclosures.
Foreign Currency Translation—For the Company’s foreign operations whose functional currency is not the U.S. dollar, 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.
67
Table of Contents
DHI GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Advertising Costs—The Company expenses advertising costs as they are incurred. Advertising expense for the years ended December 31, 2020, 2019 and 2018
was $12.7 million, $20.1 million and $26.7 million, respectively.
Income Taxes—The Company recognizes deferred taxes by the asset and liability method. Under this method, deferred income taxes are recognized for
differences between the financial statement and tax bases of assets and liabilities at enacted statutory tax rates in effect for the years in which the differences are
expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The primary sources
of temporary differences are stock-based compensation, amortization and impairment of intangible assets, and depreciation of fixed assets.
Stock-Based Compensation—The Company has a plan to grant equity awards to certain employees and directors of the Company and its subsidiaries. See Note
16.
Fair Value of Financial Instruments—The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, 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. See Note 5
for fair value disclosures.
Risks and Uncertainties—The Company is subject to the risks, expenses and uncertainties frequently encountered by companies in the rapidly evolving markets
for online products and services. These risks include the failure to develop and extend the Company’s online service brands, the rejection of the Company’s
services by consumers, vendors and/or advertisers, the inability of the Company to maintain and increase the levels of traffic on its online services, as well as other
risks and uncertainties. In the event that the Company does not successfully execute its business plan, certain assets may not be recoverable.
Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the
date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. DHI’s
significant estimates include the useful lives and valuation of fixed assets and intangible assets, goodwill, the income tax valuation allowance, 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 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.
Certain stock awards were excluded from the computation of diluted (loss) earnings per share due to their anti-dilutive effect. See Note 20.
New Accounting Pronouncements— In May 2014, FASB issued ASU No. 2014-09 ("Topic 606"), Revenue from Contracts with Customers. Topic 606
supersedes the revenue recognition requirements in Accounting Standards Codification Topic 605, Revenue Recognition, and requires entities to measure and
recognize revenue and the related cash flows it expects to be entitled for the transfer of promised goods or services to customers and requires an entity to recognize
the incremental costs of obtaining a contract with a customer as an asset if the entity expects to recover those costs over time. Topic 606 became effective for
reporting periods beginning after December 15, 2017. Topic 606 provides companies with two implementation methods. Companies can choose to apply the
standard retrospectively to each prior reporting period presented (full retrospective application) or retrospectively with the cumulative effect of initially applying
the standard as an adjustment to the opening balance of retained earnings of the annual reporting period that includes the date of initial application (modified
retrospective application). The Company has chosen the modified retrospective application method and implemented Topic 606 effective January 1, 2018.
The Company has determined that the January 1, 2018 cumulative effect to its revenue streams was an increase of approximately $0.2 million to deferred revenues,
and the cumulative effect to its contract acquisition costs was an increase to contract acquisition cost assets of approximately $6.1 million, with a net after tax
increase to retained earnings of approximately $4.5 million. The cumulative impact on contract acquisition costs was computed based on contracts in force as of
December 31, 2017 using average commission rates on both new business sales to be amortized over approximately two years and the remaining sales contracts to
be amortized over approximately one year. See Note 3 to the Notes to the Consolidated Financial Statements.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and
Financial Liabilities. The new standard aims to improve existing U.S. GAAP and will change certain aspects of accounting for equity investments, financial
instruments, financial liabilities, and presentation and
68
Table of Contents
DHI GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
related disclosures. The updated standard became effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.
The Company adopted the new standard in the first quarter of 2018, and has determined the adoption did not have a material impact on its consolidated financial
statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard has requirements on how to account for leases by both the lessee and the lessor
and adds clarification for what constitutes a lease, among other items. The updated standard becomes effective for fiscal years beginning after December 15, 2018
and interim periods the following year, with early adoption permitted. The new standard must be applied using a modified retrospective transition. In July 2018, the
FASB issued updated guidance which allows an additional transition method to adopt the new standard at the adoption date, as compared to the beginning of the
earliest period presented, and recognize a cumulative-effect adjustment to the beginning balance of retained earnings in the period of adoption. DHI implemented
the new standard effective January 1, 2019 and elected to recognize a cumulative effect adjustment to the beginning balance of retained earnings in the period of
adoption. Adoption of this standard resulted in a right-of-use asset of $17.2 million, net of accrued rent and lease exit costs, and related operating lease liability of
$18.0 million being established on the Company's balance sheet on January 1, 2019, with no cumulative-effect adjustment to retained earnings. Right-of-Use
("ROU") assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the obligation to make payments arising
from the lease. The Company has implemented processes and tools to assist in the ongoing lease data collection and analysis, and has updated accounting policies
and internal controls as a result of adopting this standard.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.
ASU 2016-13 changes how entities will account for credit losses for most financial assets and certain other instruments that are not measured at fair value through
net income. The guidance replaces the current "incurred loss" model with an "expected loss" model that requires consideration of a broader range of information to
estimate expected credit losses over the lifetime of a financial asset. ASU 2016-13 is effective for interim and annual reporting periods in fiscal years beginning
after December 15, 2022 for Smaller Reporting Companies. The Company is evaluating the expected impact of this standard on its consolidated financial
statements.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurements (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair
Value Measurement. This standard removes, modifies, and adds certain disclosure requirements for fair value measurements. This pronouncement is effective for
fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted the new standard on January 1, 2020. The
adoption of ASU 2018-13 did not have a material impact on its consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software: Customer's Accounting for Implementation Costs
Incurred in a Cloud Computing Arrangement that is a Service Contract. The new standard requires entities that are customers in cloud computing arrangements to
defer implementation costs if they would be capitalized by the entity in software licensing arrangements under the internal-use software guidance. ASU No. 2018-
15 is effective for fiscal years beginning after December 15, 2019 and interim periods within those years. The amendments allow either a retrospective or
prospective approach to all implementation costs incurred after adoption. The Company adopted this standard, effective January 1, 2020, under the prospective
approach, and capitalized implementation costs are included in other assets on the Company's balance sheet.
In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, which eliminates certain exceptions related to the approach
for intraperiod tax allocation, the methodology for calculating taxes during interim quarters and the recognition of deferred tax liabilities for outside basis
differences. This guidance also simplifies aspects of accounting for franchise taxes, specifies the timing for recognizing certain income tax effects of changes in tax
laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The pronouncement is effective for fiscal years, and
for interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is evaluating the expected impact of
this standard on its consolidated financial statements.
3. 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. Revenue is recognized net of customer discounts ratably over the service period. Customer
billings delivered in advance of services being rendered are recorded as deferred revenue and recognized over the service period. The Company generates revenue
from recruitment packages, advertising, classifieds, data services, and career fair and recruitment event booth rentals.
69
Table of Contents
Disaggregation of revenue
DHI GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Our brands serve various economic professions, such as technology, financial, hospitality (the Hcareers business was sold on May 22, 2018), and energy (sold the
RigLogix portion of the Rigzone business on February 20, 2018 and transferred majority ownership of the remaining Rigzone business to Rigzone management on
August 31, 2018). The following table provides information about disaggregated revenue by brand and includes a reconciliation of the disaggregated revenue with
reportable segments (in thousands):
2020
For the Year Ended December 31,
2019
2018
Other
Total
Tech-
focused
Other
Total
Tech-
Focused
Other
Total
— $
—
—
—
—
—
— $
82,190 $
28,977
25,711
—
—
—
—
136,878 $
92,527 $
24,745
32,098
—
—
—
—
149,370 $
— $
—
—
—
—
—
—
— $
92,527 $
24,745
32,098
—
—
—
—
149,370 $
94,438 $
21,086
33,758
2,976
—
—
—
152,258 $
— $
—
—
—
3,771
5,329
212
9,312 $
94,438
21,086
33,758
2,976
3,771
5,329
212
161,570
Tech-
focused
$
$
82,190
28,977
25,711
—
—
—
—
136,878 $
(1)
Dice
ClearanceJobs
eFinancial Careers
Dice Europe
Rigzone
Hcareers
BioSpace
(3)
(2)
(3)
(3)
Total
(1) Includes Dice U.S. and Career Events.
(2) The Company ceased Dice Europe operations on August 31, 2018.
(3) The Company sold the RigLogix portion of the Rigzone business on February 20, 2018 and transferred majority ownership of the remaining Rigzone business to Rigzone management on
August 31, 2018. Hcareers was sold on May 22, 2018 and the Company transferred majority ownership of BioSpace to BioSpace management on January 31, 2018.
Contract Balances
The following table provides information about opening and closing balances of receivables and contract liabilities from contracts with customers as required
under Topic 606 (in thousands):
Receivables
Short-term contract liabilities (deferred revenue)
Long-term contract liabilities (deferred revenue)
As of December 31, 2020
As of December 31, 2019
$
20,298 $
42,426
1,068
21,158
50,568
1,058
We receive payments from customers based upon contractual billing schedules; accounts receivable is recorded when customers are invoiced per the contractual
billing schedules. As the Company's standard payment terms are less than one year, the Company elected the expedient, where applicable. As a result, the
Company did not consider the effects of a significant financing component. 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):
70
Table of Contents
DHI GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Revenue recognized in the period from:
Amounts included in the contract liability at the beginning of the period
Transaction price allocated to the remaining performance obligations
Year Ended
December 31, 2020
Year Ended
December 31, 2019
Year Ended
December 31, 2018
$
50,438 $
54,825 $
75,967
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):
Tech-focused
Contract acquisition costs
2021
2022
2023
Total
$
42,426 $
1,033 $
35 $
43,494
We are required to capitalize certain contract acquisition costs consisting primarily of commissions paid when contracts are signed. As allowed for by the practical
expedient, the Company is using a portfolio approach for contract acquisition costs, which allows the new revenue guidance to be applied to a portfolio of contracts
with similar characteristics. As a result, the Company has applied the portfolio approach to new business contracts and recurring or remaining business contracts.
The Company reasonably expects that the effects of applying the portfolio approach would not differ materially from applying Topic 606 at the individual contract
level. As of January 1, 2018, the date we adopted Topic 606, we capitalized $6.1 million in contract acquisition costs related to contracts that were not completed.
The cumulative effect for contract acquisition costs was computed based on contracts in force as of December 31, 2017 using the average commission rates on both
new business sales contracts, to be amortized over approximately two years, and the remaining sales contracts to be amortized over approximately one year. For
costs incurred to obtain new business sales contracts, we will record these costs over an average customer life, which was determined using customer renewal rates;
for the remaining sales contracts, we will record these costs over the weighted average contract term. The Company recorded $11.5 million, $11.8 million and
$10.1 million of expense related to the amortization of contract acquisition costs during the years ended December 31, 2020, 2019 and 2018, respectively, and
there was no impairment loss incurred.
4. SALE OF BUSINESSES
The Company transferred a majority ownership of the Rigzone business to Rigzone management on August 31, 2018. The Company retained a 40% common share
interest in Rigzone. The Company incurred approximately $0.4 million in selling costs and recognized a $0.4 million loss on sale in the third quarter of 2018.
The Company sold the Hcareers business on May 22, 2018 for $16.5 million and incurred approximately $1.5 million in selling costs, with $1.7 million of the
purchase price placed in escrow, to be released twelve months after the closing date, subject to the terms and conditions of the transaction agreement, including
certain contingencies. Net cash proceeds of $14.0 million were received on the date of sale of Hcareers. As a result of the sale, a $0.8 million loss was recognized
in the second quarter of 2018. During the second quarter of 2019, the escrow of $1.7 million and working capital terms and related contingencies were finalized
resulting in the Company recording an additional loss on sale of $0.5 million and receiving cash of $0.7 million from the escrow and $0.2 million from working
capital.
The Company sold the RigLogix portion of the Rigzone business on February 20, 2018 for $4.2 million and incurred approximately $0.6 million in selling costs.
$0.4 million of the purchase price was placed in escrow, which was released to the Company in the first quarter of 2019. As a result of the sale, a $4.6 million gain
was recognized in the first quarter of 2018. The gain on sale exceeded net proceeds as liabilities transferred in the transaction exceeded assets, primarily due to
deferred revenues of $1.2 million.
The Company transferred a majority ownership of the BioSpace business to BioSpace management on January 31, 2018. The Company retained a preferred share
interest in BioSpace, Inc., representing a 20% diluted interest. The Company incurred approximately $0.3 million in selling costs and recognized a $0.5 million
loss on sale during the year ended December 31, 2018.
71
Table of Contents
DHI GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company sold the Health eCareers business on December 4, 2017 for $15.0 million. $1.5 million of the purchase price was placed in escrow, which was
released to the Company in the second quarter of 2019.
5. FAIR VALUE MEASUREMENTS
The FASB ASC topic on Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value and requires certain
disclosures for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. 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:
•
•
•
Level 1 – Quoted prices for identical instruments in active markets.
Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and
model-derived valuations, in which all significant inputs are observable in active markets.
Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
The carrying amounts reported in the Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, other assets, accounts payable and accrued
expenses and long-term debt approximate their fair values. The fair value of the long-term debt was estimated using present value techniques and market based
interest rates and credit spreads. The estimated fair value of long-term debt is based on Level 2 inputs.
Certain assets and liabilities are measured at fair value on a non-recurring basis. These assets include investments (included in other assets), goodwill and
intangible assets 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. Such instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, for
example, when there is evidence of impairment.
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. See Notes 9 and 10 of the Notes to Consolidated Financial Statements. The Company evaluates the carrying
value of equity investments at each reporting period as described in Note 6 of the Notes to the Consolidated Financial Statements.
6. INVESTMENTS
At January 1, 2018, the Company held preferred stock representing a 10.0% interest in the fully diluted shares of a leading tech skills assessment company. During
2018, the skills assessment company completed an additional equity offering, lowering DHI's total interest to 7.6%. The Company did not adjust the recorded value
of the investment because the shares issued under the new share offering were not similar to the Company's share rights. The Company has elected the
measurement alternative in accordance with FASB ASC 321, Investments - Equity Securities. As of December 31, 2019, it was not practicable to estimate the fair
value of the preferred stock as the shares are not traded. Accordingly, the investment was carried at its original cost of $2.0 million and was included in the other
assets section of the Condensed Consolidated Balance Sheets. During the year ended December 31, 2020, based on the investment's historical cash burn rate,
uncertainty of its ability to meet revenue and cash flow projections, current liquidity position, lack of access to additional capital, and impacts from the COVID-19
pandemic, the Company determined the value to be zero. Accordingly, the Company recorded an impairment charge of $2.0 million during the first quarter of
2020.
On January 31, 2018, the Company transferred a majority ownership of the BioSpace business to BioSpace management with zero proceeds received from the
transfer, while retaining a 20% preferred share interest in the BioSpace business. At the time of sale, the fair value of the investment was estimated to be zero.
During the second quarter of 2020, the Company sold its 20% interest in BioSpace to BioSpace management for $0.2 million. Accordingly, the Company
recognized a $0.2 million gain on sale, which was included in interest expense and other on the Consolidated Statements of Operations.
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. Oil and gas companies, as well as companies that serve the energy industry, use Rigzone to find talent for roles such as petroleum engineers, sales,
professionals with energy industry expertise
72
Table of Contents
DHI GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
and skilled tradesmen. On August 31, 2018, the Company transferred a majority ownership of the Rigzone business to Rigzone management, while retaining a
40% common share interest, with zero proceeds received from the transfer. The Company agreed to provide $0.4 million of funding to the Rigzone business, which
was recorded in accounts payable and accrued expenses on the consolidated balance sheets as of December 31, 2018. The Company has no further funding
requirements to the Rigzone business. The Company has evaluated the 40% common share investment in the Rigzone 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 Rigzone. As accumulated earnings of the VIE have been approximately zero since the date of transfer, the investment continues to be
recorded at cost, which was zero at December 31, 2020.
7. LEASES
On January 1, 2019, the Company adopted ASU No. 2016-02, Leases (Topic 842), applying the modified retrospective transition. Periods beginning after January
1, 2019 will be presented under Topic 842, while prior period amounts will not be adjusted and continue to be reported under the accounting standards in effect
prior to January 1, 2019.
The Company has operating leases for corporate office space and certain equipment. The leases have terms from one year to eight years, some of which include
options to renew the lease, and are included in the lease term when it is reasonably certain that the Company will exercise the option. No leases include options to
purchase the leased property. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We do not have any
lease agreements with related parties.
Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term.
Based on the present value of the lease payments for the remaining lease term of the Company's existing leases, the Company recorded operating ROU assets of
$17.2 million and operating lease liabilities of $18.0 million as of January 1, 2019. Operating lease ROU assets and liabilities commencing after January 1, 2019
are recognized at commencement date based on the present value of lease payments over the lease term. When readily available, the Company uses the implicit
rate in determining the present value of the lease payments. When leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on
information available at the commencement of the lease, including the lease term. Because the implicit rate in each lease is not available, the Company used its
incremental borrowing rate to determine the present value of lease payments. Leases with an initial term of 12 months or less are not recorded on the balance sheet.
All operating lease expense is recognized on a straight-line basis over the lease term.
The component of lease cost were as follows (in thousands):
Operating lease cost*
Sublease income
Total lease cost
*Includes short-term and variable lease costs, which are immaterial.
Supplemental cash flow information related to leases was as follows (in thousands):
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
Year Ended December 31,
2020
Year Ended December 31,
2019
$
$
$
$
4,059 $
(1,018)
3,041 $
4,265
(1,322)
2,943
Year Ended December 31,
2020
Year Ended December 31,
2019
4,315 $
292 $
4,632
7,434
Supplemental balance sheet information related to lease was as follows (in thousands, except lease term and discount):
73
Table of Contents
DHI GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Operating lease right-of-use assets
Operating lease liabilities - current
Operating lease liabilities - non-current
Total operating lease liabilities
Weighted average remaining lease term
Operating leases
Weighted average discount rate
Operating leases
As of December 31, 2020, future operating lease payments were as follows: (in thousands):
2021
2022
2023
2024
2025
2025 and Thereafter
Total lease payments
Less imputed interest
Total
Year Ended December 31,
2020
Year Ended December 31,
2019
$
$
16,405
$
3,410
13,704
17,114
$
19,712
3,643
16,664
20,307
4.9 years
5.9 years
4.0 %
4.0 %
Operating Leases
$
$
4,040
3,780
3,554
3,073
3,016
1,521
18,984
(1,870)
17,114
2020
2019
5,397 $
2,525
3,320
48,515
59,757
(35,213)
24,544 $
6,869
2,934
3,593
35,925
49,321
(28,969)
20,352
$
$
As of December 31, 2020, the Company has no additional operating or finance leases that have not yet commenced.
8. FIXED ASSETS, NET
Fixed assets, net consist of the following as of December 31, 2020 and 2019 (in thousands):
Computer equipment and software
Furniture and fixtures
Leasehold improvements
Capitalized development costs
Less: Accumulated depreciation and amortization
Fixed assets, net
9. ACQUIRED INTANGIBLE ASSETS, NET
As a result of the sale of Hcareers (sold May 22, 2018), the Company disposed of all its remaining unamortized acquired intangible assets. Acquired intangible
assets disposed of in conjunction with the sale had costs of $12.9 million and accumulated amortization of $6.7 million. Therefore, as of December 31, 2020 and
2019, the net value of all finite-lived acquired intangible assets was zero.
74
Table of Contents
DHI GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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. The impairment review process compares
the fair value of the indefinite-lived acquired intangible assets to its carrying value. If the carrying value exceeds the fair value, an impairment loss is recorded.
As of December 31, 2020 and 2019, the Company had an indefinite-lived acquired intangible asset of $23.8 million and $39.0 million, respectively, related to the
Dice trademarks and brand name. The annual impairment test for the Dice trademarks and brand name is performed on October 1 of each year. During the first
quarter of 2020, because of the initial impacts of the COVID-19 pandemic and its potential impact on future earnings and cash flows that are attributable to the
Dice trademarks and brand name, the Company performed an interim impairment analysis. As a result of the analysis, the Company recorded an impairment charge
of $7.2 million during the first quarter of 2020. During the third quarter of 2020, the impacts of the COVID-19 pandemic continued and the Company's projected
earnings and cash flows that are attributable to the Dice trademarks and brand name declined as compared to the projections used in the March 31, 2020 analysis.
As a result, the Company performed an interim impairment analysis as of September 30, 2020, which resulted in the Company recording an additional impairment
charge of $8.0 million during the three month period ended September 30, 2020.
Revenues attributable to the Dice trademarks and brand name for the fourth quarter of 2020 and estimated future results as of December 31, 2020 have exceeded
the projections used in the September 30, 2020 analysis. As a result, the Company believes it is not more likely than not that the fair value of the Dice trademarks
and brand name is less than the carrying value as of December 31, 2020. Therefore, no quantitative impairment test was performed as of December 31, 2020. No
impairment was recorded during the years ended December 31, 2019 and 2018.
The projections utilized in the March 31 and September 30, 2020 analyses included a decline in revenues caused by the COVID-19 pandemic that are attributable
to the Dice trademarks and brand name for the year ended December 31, 2020 compared to the year ended December 31, 2019. The September 30, 2020 analysis
included a further decline in revenues caused by the COVID-19 pandemic that are attributable to the Dice trademarks and brand name for the year ending
December 31, 2021 compared to the year ended December 31, 2020 and then increasing to rates approximating industry growth projections, although peaking at
rates slightly lower than in the March 31, 2020 analysis. The Company’s ability to achieve these revenue projections may be impacted by, among other things,
uncertainty related to COVID-19, competition in the technology recruiting market, challenges in developing and introducing new products and product
enhancements to the market and the Company’s ability to attribute value delivered to customers. Cash flows that are attributable to the Dice trademarks and brand
name were projected to decline for the year ended December 31, 2020 compared to the year ended December 31, 2019 as a result of the lower revenue, but
partially offset by reductions to operating expenses. Operating expenses, excluding impairments, utilized in the March 31 and September 30, 2020 analyses were
projected to decline for the year ended December 31, 2020 as compared to the year ended December 31, 2019, including a reduction in operating margin. The
March 31, 2020 analysis included modest operating margin improvements during the year ending December 31, 2021 and beyond while the September 30, 2020
analysis included a small reduction in operating margin during the year ending December 31, 2021 and then increasing modestly. If future cash flows that are
attributable to the Dice trademarks and brand name are not achieved, the Company could realize an impairment in a future period. In the March 31, 2020 and
September 30, 2020 analyses, the Company utilized a relief from royalty rate method to value the Dice trademarks and brand name using a royalty rate of 5.0% and
4.0%, respectively, based on comparable industry studies and a discount rate of 17.5% and 15.5%, respectively. The decline in the royalty rate is due to revenue
declines and impacts of the COVID-19 pandemic and the decline in the discount rate is primarily due to the lower projections, as compared to the March 31, 2020
analysis.
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. 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, operating expense trends and capital expenditure requirements. Changes in our strategy,
uncertainty related to COVID-19, and/or changes in market conditions could significantly impact these judgments and require adjustments to recorded amounts of
intangible assets. If projections are not achieved, the Company could realize an impairment in the foreseeable future.
75
Table of Contents
10. GOODWILL
DHI GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table shows the carrying amount of goodwill by segment as of December 31, 2020 and 2019 and the changes in goodwill for the years then ended
(in thousands):
Goodwill at January 1, 2019
Foreign currency translation adjustment
Goodwill at December 31, 2019
Foreign currency translation adjustment
Impairment
Goodwill at December 31, 2020
$
$
$
153,974
2,085
156,059
920
(23,626)
133,353
The amount of goodwill as of December 31, 2020 allocated to the Tech-focused reporting unit was $133.4 million. The annual impairment test for the Tech-
focused reporting unit is performed on October 1 of each year. During the first quarter of 2020, because of the initial impacts of the COVID-19 pandemic and its
potential impact on future earnings and cash flows for the reporting unit, the Company performed an interim impairment analysis of goodwill. The results of the
analysis indicated that the fair value of the Tech-focused reporting unit was not substantially in excess of the carrying value as of March 31, 2020. The percentage
by which the estimated fair value exceeded carrying value for the Tech-focused reporting unit at March 31, 2020 was less than 1%. During the third quarter of
2020, the impacts of the COVID-19 pandemic continued and the Company's projected earnings and cash flows for the Tech-focused reporting unit declined as
compared to the projections used in the March 31, 2020 analysis. As a result, the Company performed an interim impairment analysis as of September 30, 2020,
which resulted in the Company recording an impairment charge of $23.6 million during the three month period ended September 30, 2020.
Results for the Tech-focused reporting unit for the fourth quarter of 2020 and estimated future results as of December 31, 2020 have exceeded the projections used
in the September 30, 2020 analysis. As a result, the Company believes it is not more likely than not that the fair value of the reporting unit is less than the carrying
value as of December 31, 2020. Therefore, no quantitative impairment test was performed as of December 31, 2020. No impairment was recorded during the years
ended December 31, 2019 and 2018.
Revenue projections for the Tech-focused reporting unit declined compared to the projections used in the March 31, 2020 analysis due to the continued impacts of
the COVID-19 pandemic. The September 30, 2020 analysis included a further decline in revenues attributable to the Tech-focused reporting unit for the year
ending December 31, 2021 compared to the year ended December 31, 2020 and then increasing to rates approximating industry growth projections, although
peaking at rates slightly lower than in the March 31, 2020 analysis. The Company’s ability to achieve these revenue projections may be impacted by, among other
things, the length and impacts of the COVID-19 pandemic, competition in the technology recruiting market, challenges in developing and introducing new
products and product enhancements to the market and the Company’s ability to attribute value delivered to customers. Cash flows attributable to the Tech-focused
reporting unit declined for the year ended December 31, 2020 compared to the year ended December 31, 2019 as a result of the lower revenue, but partially offset
by reductions to operating expenses. Operating expenses, excluding impairments, utilized in the March 31 and September 30, 2020 analyses have declined for the
year ending December 31, 2020 as compared to the year ended December 31, 2019, including a reduction in operating margin. The March 31, 2020 analysis
included modest operating margin improvements during the year ending December 31, 2021 and beyond while the September 30, 2020 analysis included a small
reduction in operating margin during the year ending December 31, 2021 and then increasing modestly.
The discount rate applied for the Tech-focused reporting unit in the September 30, 2020 analysis was 14.5%, compared to 16.5% at March 31, 2020. The decline in
the discount rate is primarily due to the lower projections, as compared to the March 31, 2020 analysis. 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. In addition, a future decline in the overall market conditions, uncertainty related to COVID-19,
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.
76
Table of Contents
DHI GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The determination of whether or not goodwill has become impaired is judgmental in nature and requires the use of estimates and key assumptions, particularly
assumed discount rates and projections of future operating results, such as forecasted revenues and earnings before interest, taxes, depreciation and amortization
margins and capital expenditure requirements. Fair values are determined either by using a discounted cash flow methodology or by using a combination of a
discounted cash flow methodology and a market comparable method. The discounted cash flow methodology is based on projections of the amounts and timing of
future revenues and cash flows, assumed discount rates and other assumptions as deemed appropriate. Factors such as historical performance, anticipated market
conditions, operating expense trends and capital expenditure requirements are considered. Additionally, the discounted cash flows analysis takes into consideration
cash expenditures for product development, other technological updates and advancements to the websites and investments to improve the candidate databases.
The market comparable method indicates the fair value of a business by comparing it to publicly traded companies in similar lines of business or to comparable
transactions or assets. Considerations for factors such as size, growth, profitability, risk and return on investment are analyzed and compared to the comparable
businesses and adjustments are made. A market value of invested capital of the publicly traded companies is calculated and then applied to the entity’s operating
results to arrive at an estimate of value.
11. INDEBTEDNESS
Credit Agreement—In November 2018, the Company, together with Dice Inc. (a wholly-owned subsidiary of the Company) and its wholly-owned subsidiary, Dice
Career Solutions, Inc. (collectively, the “Borrowers”), entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”), which matures in
November 2023, and replaces the previously existing credit agreement dated November 2015. The Credit Agreement provides for a revolving loan facility of $90
million, with an expansion option up to $140 million, as permitted in the Credit Agreement.
Borrowings under the Credit Agreement bear interest, at the Company’s option, at a LIBOR rate or a base rate plus a margin. The margin ranges 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 incurs 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. The facility may be prepaid at any time without penalty. Interest expense on long-term debt for the years ended December 31, 2020, 2019, and 2018
was $1.1 million, $0.9 million, and $1.9 million, respectively.
The Credit Agreement contains various customary affirmative and negative covenants and also contains certain financial covenants, including a consolidated
leverage ratio and a consolidated interest coverage ratio. Borrowings are allowed under the Credit Agreement to the extent the consolidated leverage ratio,
calculated on a pro forma basis, is equal to or less than 2.50 to 1.00. Negative covenants include restrictions on incurring certain liens; making certain payments,
such as stock repurchases and dividend payments; making certain investments; making certain acquisitions; making certain dispositions; and incurring additional
indebtedness. Restricted payments are allowed under the Credit Agreement to the extent the consolidated leverage ratio, calculated on a pro forma basis, is equal to
or less than 2.00 to 1.00, plus an additional $5.0 million of restricted payments. The Credit Agreement also provides that the payment of obligations may be
accelerated upon the occurrence of customary events of default, including, but not limited to, non-payment, change of control, or insolvency. As of December 31,
2020, the Company was in compliance with all of the financial covenants under the Credit Agreement.
The obligations under the Credit Agreement are guaranteed by two of the Company’s wholly-owned subsidiaries, and secured by substantially all of the assets of
the Borrowers and the guarantors and stock pledges from certain of the Company’s foreign subsidiaries.
The amounts borrowed as of December 31, 2020 and 2019 are as follows (dollars in thousands):
77
Table of Contents
DHI GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts borrowed:
Revolving credit facility
Less: deferred financing costs, net of accumulated amortization of $319 and $172
Total borrowed
Available to be borrowed under revolving facility
Interest rates:
LIBOR rate loans:
Interest margin
Actual interest rates
Commitment Fee
December 31,
2020
December 31,
2019
$
$
$
20,000
(417)
19,583
70,000
$
$
$
2.00 %
2.19 %
0.35 %
10,000
(565)
9,435
80,000
1.75 %
3.56 %
0.30 %
There are no scheduled payments until maturity of the Credit Agreement in November 2023.
12. COMMITMENTS AND CONTINGENCIES
Litigation
The Company is subject to various claims from taxing authorities, lawsuits and other complaints arising in the ordinary course of business. The Company records
provisions for losses when claims become probable and the amounts are reasonably estimable. Although the outcome of these legal matters cannot be determined,
it is the opinion of management that the final resolution of these matters will not have a material adverse effect on the Company’s financial condition, operations or
liquidity.
During the first quarter of 2018, the Company recorded a $1.0 million liability related to a class action lawsuit regarding the applicability of provisions of the Fair
Credit Reporting Act (the "FCRA") to one of our products. The lawsuit was brought by Ian Douglas, individually, as a representative of the class and on behalf of
the general public, against DHI Group, Inc. and Dice Inc. asserting six claims under the FCRA that the Company’s Open Web profiles are “consumer reports” and
Dice is a “consumer reporting agency” under the FCRA, including claims pursuant to the private right of action in 15 U.S.C. Section 1681n for alleged willful
violations of the FCRA. The action was originally filed in a federal district court on July 26, 2017, but as a part of the settlement process, the action was re-filed in
the Superior Court of Santa Clara County, California (Case No. 18CV331732). The recorded liability reflected a settlement, which was subject to a final judgment,
and was paid in the third quarter of 2019. The settlement resolved all remaining claims subject to the lawsuit, and final judgment approving the settlement was
entered on July 24, 2020.
Tax Contingencies
The Company operates in a number of tax jurisdictions and is routinely subject to examinations by various tax authorities with respect to income taxes and indirect
taxes. The determination of the Company’s worldwide provision for taxes requires judgment and estimation. 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.
13. EQUITY TRANSACTIONS
Stock Repurchase Plans— The Company's Board of Directors ("Board") approved a stock repurchase program that permits the Company to repurchase its
common stock. Management has discretion in determining the conditions under which shares may be purchased from time to time. The following table summarizes
the Stock Repurchase Plans approved by the Board of Directors:
Approval Date
Authorized Repurchase Amount of Common Stock
78
May 2018 to May 2019 May 2019 to May 2020 May 2020 to May 2021
April 2019
$7 million
May 2020
$5 million
May 2018
$7 million
Table of Contents
DHI GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2020, the value of shares available to be purchased under the current plan was $1.1 million.
During the years ended December 31, 2020, 2019 and 2018, purchases of the Company’s common stock pursuant to Stock Repurchase Plans were as follows:
[1]
Shares repurchased
Average purchase price per share
Dollar value of shares repurchased (in thousands)
Unsettled shares repurchased
[2]
[3]
2020
Year Ended December 31,
2019
3,548,265
848,760
2.38 $
8,436 $
63,451
2.97 $
2,519 $
4,310
$
$
2018
1,086,420
1.82
1,977
26,337
[1] No shares of our common stock were purchased other than through a publicly announced plan or program.
[2] Average price paid per share includes costs associated with the repurchases.
[3] Included in the number of shares repurchased above
The Company's Board approved the retirement of 20 million shares of treasury stock during the first quarter of 2019 and, as a result, the Company reduced
additional paid in capital by $161.6 million and Common Stock by $0.2 million during the quarter. The value of treasury stock retired was computed based on the
average repurchase price of all treasury shares as of March 31, 2019, which was $8.09 per share.
Convertible Preferred Stock—The Company has 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. The rights, preferences, privileges and restrictions granted to and imposed on the convertible
preferred stock are as set forth below. The Company currently has no preferred stock outstanding. The Company’s amended and restated certificate of
incorporation permits the terms of any preferred stock to be determined at the time of issuance.
Dividend provisions
The preferred stockholders would be entitled to dividends only when dividends are paid to common shareholders. In the event of a dividend, the holders of the
preferred shares would be entitled to share in the dividend on a pro rata basis, as if their shares had been converted into shares of common stock.
Conversion rights
Any holder of preferred stock has the right, at its option, to convert the preferred shares into shares of common stock at a ratio of one preferred stock share for one
common stock share. The holders of 66 /3% of all outstanding preferred stock have the right at any time to require all the outstanding shares of preferred stock to
be converted into an equal number of shares of common stock. Voting rights include the right to vote at a special or annual meeting of stockholders on all matters
entitled to be voted on by holders of common stock, voting together as a single class with the common stock. There are no redemption rights associated with the
preferred stock.
2
Liquidation rights
Upon the occurrence of liquidation, the holders of the preferred shares shall be paid in cash for each share of preferred stock held, out of, but only to the extent of,
the assets of the Company legally available for distribution to its stockholders, before any payment or distribution is made to any shareholders of common stock.
The liquidation value is $2.17 per share, subject to adjustments for stock splits, stock dividends, combinations, or other recapitalizations of the preferred stock.
Dividends—No dividends were declared during the years ended December 31 2020, 2019 or 2018. Our Credit Agreement limits our ability to declare and pay
dividends. Refer to Note 11 “Indebtedness.”
Unclaimed Shareholder Liability—Prior to the third quarter of 2018, other long-term liabilities included $1.0 million due to former shareholders of the Company
under a Joint Plan of Reorganization that was agreed to by the Company and two of its creditors, and confirmed by the U.S. Bankruptcy Court of the Southern
District Court of New York on June 24, 2003. During the third quarter of 2018, the Company concluded the unclaimed amounts were no longer due and payable
and further, such
79
Table of Contents
DHI GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
amounts represent additional equity of the Company. Accordingly, the Company reclassified $1.0 million from other long-term liabilities to additional paid-in
capital during the third quarter of 2018.
14. ACCUMULATED OTHER COMPREHENSIVE LOSS
FASB ASC topic on Comprehensive Income establishes standards for the reporting and display of comprehensive income and its components in a full set of
general-purpose financial statements. 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. The Company had no amounts reclassified out of accumulated other
comprehensive income for the years ended December 31, 2020, 2019, and 2018. The foreign currency translation adjustments impact comprehensive income.
Accumulated other comprehensive income (loss), net consists of the following components, net of tax (in thousands):
Foreign currency translation:
Balance at beginning of year
Translation adjustments
Balance at end of year
2020
Year Ended December 31,
2019
2018
$
$
(29,248) $
729
(28,519) $
(31,236) $
1,988
(29,248) $
(27,330)
(3,906)
(31,236)
15. DISPOSITION RELATED AND OTHER COSTS
In May 2017, the Company announced plans to divest a number of its online professional communities to achieve greater focus and resource allocation toward its
core tech-focused business. The planned divestitures included: BioSpace (transferred majority ownership to BioSpace management on January 31, 2018 and sold
the remaining interest during the second quarter of 2020), Hcareers (sold May 22, 2018), and Rigzone (sold the RigLogix portion of the Rigzone business on
February 22, 2018 and transferred majority ownership of the remaining Rigzone business to Rigzone management on August 31, 2018). Additionally, the
Company ceased the Dice Europe operations on August 31, 2018 and vacated certain offices during 2018. In connection with the planned divestitures and
reorganization to the tech-focused strategy, the Company incurred certain costs, including severance and retention, lease exit, business closure, professional fees
related to activist shareholders, search, financial advisory, and legal services, and other costs to further these strategic objectives. The activities associated with
disposition related and other costs were substantially completed during the year ended December 31, 2019.
The following table displays a roll forward of the disposition related and other costs and related liability balances (in thousands):
Severance and retention
Lease exit and related asset impairment costs
Total disposition related and other costs
Severance and retention
Professional fees and other costs
Lease exit and related asset impairment costs
Total disposition related and other costs
Accrual at
December 31, 2019
145
$
365
510
$
Accrual at
December 31, 2018
1,089
$
1,271
947
3,307
$
$
$
$
$
80
Expense
—
—
—
$
Cash Payments
$
Accrual at
December 31, 2020
—
248
248
(145) $
(117)
(262) $
Expense
1,258
442
—
1,700
Cash Payments
(2,202)
$
(1,713)
(582)
(4,497)
$
Accrual at
December 31, 2019
145
$
—
365
510
$
Table of Contents
DHI GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Severance and retention
Professional fees and other costs
Lease exit and related asset impairment costs
Total disposition related and other costs
Expense
Cash Payments
Non-cash
Impairment
Accrual at
December 31, 2017
$
1,237 $
825
—
2,062 $
3,191 $
2,914
1,514
7,619 $
(3,339) $
(2,468)
(399)
(6,206) $
$
Accrual at
December 31, 2018
1,089
1,271
947
3,307
— $
—
(168)
(168)
$
16. STOCK BASED COMPENSATION
Under the 2012 Omnibus Equity Award Plan, the Company has granted stock options, restricted stock and Performance-Based Restricted Stock Units (“PSUs”) to
certain employees and directors. The Company records expense based upon the number of awards outstanding with no estimate for forfeitures.
The Company recorded stock based compensation expense of $6.3 million, $5.7 million, and $6.6 million during the years ended December 31, 2020, 2019, and
2018, respectively. At December 31, 2020, there was $9.0 million of unrecognized compensation expense related to unvested awards, which is expected to be
recognized over a weighted-average period of approximately 1.3 years.
In connection with the employment agreement for the Company's new Chief Executive Officer, the Company granted, as Inducement Grants Under NYSE Rule
303A.08, 1,750,000 restricted stock units during the second quarter of 2018 and 750,000 performance based restricted stock units during the fourth quarter of 2018
to the Company's new Chief Executive Officer.
Restricted Stock—Restricted stock is granted to employees of the Company and its subsidiaries, and to non-employee members of the Company’s Board. These
shares are part of the compensation plan for services provided by the employees or Board members. The closing price of the Company’s stock on the date of grant
is used to determine the fair value of the grants. The expense related to the restricted stock grants is recorded over the vesting period as described below. There was
no cash flow impact resulting from the grants.
The restricted stock vests in various increments either quarterly or on the anniversaries of each grant, subject to the recipient’s continued employment or service
through each applicable vesting date. 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, 2020, 2019, and 2018 and the changes during the periods then ended is presented below:
2020
Weighted-
Average Fair
Value at Grant
Date
Shares
Year Ended December 31,
2019
Weighted-
Average Fair
Value at Grant
Date
Shares
2018
Weighted-
Average Fair
Value at Grant
Date
Shares
Non-vested at beginning of the period
Granted
Forfeited
Vested
Non-vested at end of period
3,994,787 $
2,172,550 $
(430,136) $
(1,859,348) $
3,877,853 $
2.46
2.67
2.81
2.58
2.49
4,518,932 $
2,257,940 $
(560,375) $
(2,221,710) $
3,994,787 $
2.32
2.72
2.75
2.36
2.46
2,393,257 $
4,087,342 $
(439,750) $
(1,521,917) $
4,518,932 $
5.48
1.68
4.20
5.03
2.32
PSUs—PSUs are granted to employees of the Company and its subsidiaries. These shares are granted under two compensation agreements that are for services
provided by the employees. The first agreement expired and was terminated during the first quarter of 2020.
81
Table of Contents
DHI GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Under the second agreement, the fair value of the PSUs are measured at the grant date fair value of the award, which was determined based on an analysis of the
probable performance outcomes. The performance period is over one year and is based on the achievement of bookings targets during the years ended December
31, 2020 and 2019, as defined in the agreement. The earned shares will then vest over a three year period, one-third on each of the first, second, and third
anniversaries of the grant date, or if later, the date the Compensation Committee certifies the performance results with respect to the performance period. For the
performance period ending December 31, 2020, as a result of the COVID-19 pandemic and its impact on the overall economy, the bookings targets were modified
during the third quarter of 2020. Accordingly, the Company remeasured the awards. As of December 31, 2020, there were 1,352,438 unvested shares related to the
second agreement.
There were no cash flow impact resulting from the grants.
A summary of the status of PSUs as of December 31, 2020, 2019, and 2018 and the changes during the periods then ended, is presented below:
Non-vested at beginning of the period
Granted
Forfeited
Vested
Non-vested at end of period
2020
Year Ended December 31,
2019
2018
Weighted-
Average Fair
Value at Grant
Date
2.53
2.65
3.26
1.88
2.50
Shares
1,664,650 $
911,460 $
(695,628) $
(528,044) $
1,352,438 $
Weighted-
Average Fair
Value at Grant
Date
3.45
2.54
5.26
—
2.53
Shares
1,255,000 $
837,150 $
(427,500) $
— $
1,664,650 $
Weighted-
Average Fair
Value at Grant
Date
6.92
1.58
8.27
—
3.45
Shares
760,003 $
750,000 $
(255,003) $
— $
1,255,000 $
Stock Options—The fair value of each option grant is estimated using the Black-Scholes option-pricing model using the weighted-average assumptions in the table
below. This valuation model requires the Company to make assumptions and judgments about the variables used in the calculation, including the fair value of the
Company’s common stock, the expected life (the period of time that the options granted are expected to be outstanding), the volatility of the Company’s common
stock, a risk-free interest rate and expected dividends. The expected life of options granted is derived from historical exercise behavior. The risk-free rate for
periods within the expected life of the option is based on the U.S. Treasury rates in effect at the time of grant. The stock options vest 25% after one year, beginning
on the first anniversary date of the grant, and 6.25% each quarter following the first anniversary. There was no cash flow impact resulting from the grants. No stock
options were granted during the years ended December 31, 2020, 2019, and 2018.
A summary of the status of options previously granted as of December 31, 2020, 2019, and 2018, and the changes during the periods then ended is presented
below:
Options outstanding at January 1
Forfeited
Options outstanding at December 31
Exercisable at December 31
Year Ended December 31, 2020
Weighted-Average
Exercise Price
Aggregate Intrinsic
Value
Options
190,000 $
(80,000) $
110,000 $
110,000 $
8.28
9.48
7.40
7.40
$
$
$
—
—
—
—
82
Table of Contents
DHI GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Options outstanding at January 1
Forfeited
Options outstanding at December 31
Exercisable at December 31
Options outstanding at January 1
Forfeited
Options outstanding at December 31
Exercisable at December 31
Year Ended December 31, 2019
Weighted-Average
Exercise Price
Aggregate Intrinsic
Value
Options
327,000 $
(137,000) $
190,000 $
190,000 $
8.35 $
8.46
8.28 $
8.28 $
—
—
—
—
Year Ended December 31, 2018
Weighted-Average
Exercise Price
Aggregate Intrinsic
Value
Options
1,101,875 $
(774,875) $
327,000 $
327,000 $
9.28 $
9.67
8.35 $
8.35 $
—
—
—
—
The weighted-average remaining contractual term of options exercisable at December 31, 2020 is 0.2 years. The following table summarizes information about
options outstanding as of December 31, 2020:
Exercise Price
$ 7.00 - $ 7.99
$ 8.00 - $ 8.99
Options Outstanding
Weighted-
Average
Remaining
Contractual
Life
(in years)
Number
Outstanding
100,000
10,000
110,000
Options
Exercisable
Number
Exercisable
0.1
0.8
100,000
10,000
110,000
83
Table of Contents
17. INCOME TAXES
DHI GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred tax assets (liabilities) included in the balance sheet as of December 31, 2020 and 2019 are as follows (in thousands):
Deferred tax assets:
Net operating loss carryforward
Capital loss carryforward
Allowance for doubtful accounts
Provision for accrued expenses and other, net
Stock-based compensation
Deferred revenue
Tax credit carryforward
Less valuation allowance
Deferred tax asset, net of valuation allowance
Deferred tax liabilities:
Acquired intangibles
Depreciation of fixed assets
Capitalized contract costs
Deferred tax liability
Net deferred tax liability
Recognized in Consolidated Balance Sheets:
Deferred tax asset
Deferred tax liability
Net deferred tax liability
2020
2019
$
389 $
5,225
255
1,577
1,872
127
258
9,703
5,343
4,360
(6,187)
(6,327)
(1,763)
(14,277)
(9,917) $
19
(9,936)
(9,917) $
$
$
—
5,044
150
792
2,162
211
146
8,505
5,072
3,433
(10,253)
(4,288)
(1,708)
(16,249)
(12,816)
7
(12,823)
(12,816)
The Company had deferred tax assets of $0.4 million at December 31, 2020 related to net operating loss carryforwards; $5.2 million and $5.0 million, respectively,
at December 31, 2020 and 2019 related to capital loss carryforwards; and $0.3 million and $0.1 million, respectively, at December 31, 2020 and 2019 related to tax
credit carryforwards. The net operating loss carryforward period is indefinite. The capital losses expire in 2023 through 2025. The tax credits expire in 2029. The
Company has recorded valuation allowances of $5.3 million and $5.1 million, respectively, at December 31, 2020 and 2019 in order to measure only the portion of
the deferred tax assets which are more likely than not to be realized.
Income (loss) before income taxes are as follows (in thousands):
United States
Foreign
Income (loss) before income taxes
2020
2019
2018
$
$
(5,628) $
(26,806)
(32,434) $
10,882 $
5,442
16,324 $
762
8,840
9,602
84
Table of Contents
DHI GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Tax expense (benefit) for the years ended December 31, 2020, 2019 and 2018 is as follows (in thousands):
Current income tax expense (benefit):
Federal
State
Foreign
Current income tax expense
Deferred income tax expense (benefit):
Federal
State
Foreign
Deferred income tax expense (benefit)
Income tax expense (benefit)
2020
2019
2018
$
$
244 $
173
82
499
(2,025)
(461)
(432)
(2,918)
(2,419) $
524 $
72
684
1,280
1,660
539
294
2,493
3,773 $
(1,299)
(119)
1,570
152
1,387
104
785
2,276
2,428
A reconciliation between the tax expense at the federal statutory rate and the reported income tax expense is summarized as follows:
Federal statutory rate
Gain (loss) on sale of businesses
Stock-based compensation
Nondeductible impairment
State taxes, net of federal effect
Difference between foreign and U.S. rates
Change in accrual for unrecognized tax benefits
U.S. tax on global intangible low-taxed income, net of credits
Executive compensation
Currency translation gains (losses)
U.S. transition tax on foreign earnings
Research and development tax credits
Change in valuation allowances
Other
Income tax expense (benefit)
Effective tax rate
2020
Year Ended December 31,
2019
2018
$
$
(6,811)
(42)
482
5,274
(315)
32
(437)
—
323
(278)
—
(530)
(30)
(87)
(2,419)
$
$
3,428
84
380
—
467
(192)
107
84
147
(67)
140
(557)
12
(260)
3,773
$
$
2,016
(6,111)
2,112
—
(38)
(102)
(1,179)
229
126
219
368
(481)
5,117
152
2,428
7.5 %
23.1 %
25.3 %
H.R.1, commonly known as the Tax Cuts and Jobs Act (“TCJA”), was signed into law in December 2017. In the year ended December 31, 2018, the Company
completed its analysis of the impact of the TCJA on its liability for the one-time transition tax on the deemed repatriation of undistributed earnings from foreign
subsidiaries. The Company recognized an adjustment on the basis of revised foreign earnings computations and additional guidance issued by U.S. federal and
state tax authorities, resulting in tax expense of $0.4 million. In the year ended December 31, 2019, the Company increased its transition tax liability to reflect
further guidance issued by tax authorities, resulting in tax expense of $0.1 million.
An uncertain tax position represents the Company’s expected treatment of a tax position taken in a filed tax return, or planned to be taken in a tax return not yet
filed, that has not been reflected in measuring income tax expense for financial reporting purposes. At December 31, 2020 and 2019, the Company has recorded a
liability of $1.3 million and $1.8 million, respectively, which consists of unrecognized tax benefits of $1.2 million and $1.4 million, respectively, and estimated
accrued interest and penalties of $0.1 million and $0.4 million, respectively. The Company recognizes interest and penalties related to uncertain tax positions in
income tax expense. During the years ended December 31, 2020, 2019 and 2018, interest expense (income) and penalties recorded in the Consolidated Statements
of Operations were $(214,000), $94,000 and $(61,000), respectively.
85
Table of Contents
DHI GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, 2020,
2019 and 2018 (in thousands):
Unrecognized tax benefits—beginning of period
Increases in tax positions related to current year
Increases in tax positions related to prior year
Decreases in tax positions related to prior year
Settlements with taxing authorities
Lapse of statute of limitations
Unrecognized tax benefits—end of period
2020
2019
2018
$
$
1,434 $
134
—
—
—
(360)
1,208 $
1,422 $
163
41
—
—
(192)
1,434 $
2,539
330
—
(9)
(838)
(600)
1,422
The foregoing table indicates unrecognized tax benefits, net of tax and excluding interest and penalties. The balance of gross unrecognized benefits was
$1.3 million, $1.5 million, and $1.5 million at December 31, 2020, 2019 and 2018, respectively. If the unrecognized tax benefits at December 31, 2020, 2019 and
2018 were recognized in full, tax benefits of $1.3 million, $1.8 million and $1.7 million, respectively, would affect the effective tax rate.
The Company files income tax returns in the U.S. and various foreign jurisdictions. The Company is generally no longer subject to examinations by U.S. federal
tax authorities for tax years prior to 2017, or by U.S. state and foreign authorities for tax years prior to 2016. The Company believes it is reasonably possible that as
much as $0.4 million of its unrecognized tax benefits may be recognized by the end of 2021 as a result of a lapse of the statute of limitations.
18. 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. 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 $1.6 million, $1.4 million, and $1.3 million for the years ended December 31, 2020, 2019 and 2018, respectively, to match employee contributions to
the Savings Plan.
19. SEGMENT INFORMATION
Beginning in 2019, the Company has had a single reportable segment, Tech-focused, which includes the Dice, ClearanceJobs, and eFinancialCareers services, as
well as corporate related costs. The Company allocates resources and assesses financial performance on a consolidated basis, as all services pertain to the
Company's Tech-focused strategy.
Prior to 2019, the Company had other services and activities that individually were not significant in relation to consolidated revenues, operating income or total
assets. These include Hcareers (sold May 22, 2018), Rigzone (sold the RigLogix portion of the Rigzone business on February 20, 2018 and transferred majority
ownership of the remaining Rigzone business to Rigzone management on August 31, 2018), and Biospace (majority ownership transferred to BioSpace
management on January 31, 2018) services, which are recorded in the "Other" category.
The Company’s current foreign operations are comprised of the Dice Europe (ceased operations on August 31, 2018) operations and a portion of the
eFinancialCareers and Rigzone services (sold the RigLogix portion of the Rigzone business on February 20, 2018 and transferred majority ownership of the
remaining business to Rigzone management on August 31, 2018), which operate in Europe, the financial centers of the gulf region of the Middle East, and Asia
Pacific. The Company's foreign operations also included Hcareers (sold May 22, 2018), which operated in Canada. Revenue and long-lived assets by geography, as
presented in the tables below, are based on the location of each of the Company's subsidiaries.
86
Table of Contents
DHI GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table shows the segment information (in thousands and recast for the change in reportable segments):
By Segment:
Revenues:
Tech-focused
Other
Total revenues
Depreciation:
Tech-focused
Other
Total depreciation
Amortization:
Tech-focused
Other
Total amortization
Operating income (loss):
Tech-focused
Other
Operating income
Interest expense and other
Other expense
Income (loss) before income taxes
Capital expenditures:
Tech-focused
Other
Total capital expenditures
By Geography:
Revenues:
United States
United Kingdom
EMEA, APAC and Canada (1)
Non-United States
Total revenues
2020
2019
2018
136,878 $
—
136,878 $
12,019 $
—
12,019
— $
—
— $
(29,605) $
—
(29,605)
(827)
(2,002)
(32,434) $
16,104 $
—
16,104 $
149,370 $
—
149,370 $
152,258
9,312
161,570
9,743 $
—
9,743 $
— $
—
— $
17,025 $
—
17,025
(701)
—
16,324 $
14,188 $
—
14,188 $
9,001
279
9,280
—
482
482
7,280
4,412
11,692
(2,054)
(36)
9,602
10,060
221
10,281
2020
2019
2018
113,202 $
12,767
10,909
23,676
136,878 $
119,882 $
17,343
12,145
29,488
149,370 $
121,097
22,356
18,117
40,473
161,570
$
$
$
$
$
$
$
$
$
$
$
$
(1) Europe (excluding United Kingdom), the Middle East and Africa (“EMEA”) and Asia-Pacific (“APAC”). Revenues from Canada ceased May 22, 2018 upon
the sale of the Company's Hcareers business.
87
Table of Contents
DHI GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Long-lived assets
United States
2:
United Kingdom
EMEA and APAC
(1)
Non-United States
Total long-lived assets
As of
As of
March 31,
2020
December 31,
2019
December 31,
2020
December 31,
2019
$
$
33,838 $
6,277
834
7,111
40,949 $
30,260
8,307
1,497
9,804
40,064
(1) Europe (excluding United Kingdom), the Middle East and Africa (“EMEA”) and Asia-Pacific (“APAC”).
(2) Long-lived assets include fixed assets and lease right of use assets.
20. EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share (“EPS”) is computed based on the weighted-average number of shares of common stock outstanding. Diluted EPS is computed
based on the weighted-average number of shares of common stock outstanding plus common stock equivalents assuming exercise of stock options, 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):
Income (loss) from continuing operations—basic and diluted
Weighted-average shares outstanding—basic
Add shares issuable from stock-based awards
Weighted-average shares outstanding—diluted
Basic earnings (loss) per share
Diluted earnings (loss) per share
2020
2019
2018
(30,015) $
12,551 $
7,174
48,278
—
48,278 $
(0.62) $
(0.62) $
48,739
2,894
51,633 $
0.26 $
0.24 $
48,520
1,085
49,605
0.15
0.14
$
$
$
$
88
Table of Contents
DHI GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
21. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is a summary of unaudited quarterly results of operations for 2020 and 2019:
2020
Revenues
Total operating expenses
Operating income (loss)
Net income (loss)
Basic earnings (loss) per common share
Diluted earnings (loss) per common share
2019
Revenues
Total operating expenses
Other operating income (loss)
Operating income
Net income
Basic earnings per common share
Diluted earnings per common share
For the Three Months Ended
March 31
June 30
September 30
December 31
(in thousands, except per share amounts)
$
$
$
$
$
$
$
$
$
$
$
36,633
41,883
(5,250)
(6,550)
(0.13)
(0.13)
37,120
33,528
—
3,592
1,588
0.03
0.03
$
$
$
$
$
$
$
$
$
$
$
33,784 $
31,331
2,453 $
1,862 $
0.04 $
0.04 $
37,359 $
33,057
(537) $
3,765 $
3,061 $
0.06 $
0.06 $
33,250 $
61,828
(28,578) $
(27,322) $
(0.57) $
(0.57) $
37,176 $
31,903
— $
5,273 $
4,381 $
0.09 $
0.08 $
33,211
31,441
1,770
1,995
0.04
0.04
37,715
33,320
—
4,395
3,521
0.07
0.07
[1]
[1]
[2]
[1]
[1]
[1]
[2]
The sum of the quarter may not equal the full year amount.
Escrow and working capital terms and related contingencies were finalized regarding the Hcareers's sale resulting in an additional loss on the sale.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of the
Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the fiscal period covered by
this report.
Based on such evaluations, the CEO and CFO have concluded that the disclosure controls and procedures are effective to provide reasonable assurance that
information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the SEC,
and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding
required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act).
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the
89
Table of Contents
Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of
December 31, 2020.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
Deloitte & Touche LLP has audited the Company’s internal control over financial reporting as of December 31, 2020 and has issued a report regarding its
assessment included herein.
Changes in Internal Controls
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) occurred during the quarter ended December 31,
2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
90
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of DHI Group, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of DHI Group, Inc. and subsidiaries (the “Company”) as of December 31, 2020, based on criteria
established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In
our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria
established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial
statements as of and for the year ended December 31, 2020, of the Company and our report dated February 10, 2021, expressed an unqualified opinion on those
financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express
an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Des Moines, Iowa
February 10, 2021
91
Table of Contents
Item 9B. Other Information
None.
92
Table of Contents
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information called for by Item 10 will be set forth in our definitive proxy statement relating to our 2021 Annual Meeting of Stockholders (the "Proxy
Statement”) to be filed within 120 days of the Company’s fiscal year end of December 31, 2020 and is incorporated herein by reference.
Executive Officers of the Company
Set forth below is information relating to the Company’s executive officers as of February 10, 2021.
Name
Art Zeile
Kevin Bostick
Paul Farnsworth
Christian Dwyer
Michelle Marian
Arie Kanofsky
Chris Henderson
Pam Bilash
Brian P. Campbell
Age
56
53
49
54
55
52
53
62
56
Position
President and Chief Executive Officer
Chief Financial Officer
Chief Technology Officer
Chief Product Officer
Chief Marketing Officer
Chief Revenue Officer
Chief Operating Officer
Chief Human Resources Officer
Chief Legal Officer
Art Zeile has been President and Chief Executive Officer, as well as a director of the Company since April 2018. Prior to joining DHI, Art co-founded HOSTING,
a cloud computing services company and served as its Chief Executive Officer from 2008 until 2016. At HOSTING, Art formulated a strategy for a rollup of cloud
services companies in the U.S. and focused on managing security and compliance for mission critical web applications. Earlier in his career, Art served as CEO of
QTC Management Inc, a healthcare technology company, from 2006 to 2007. Prior to joining QTC Management, Art co-founded Inflow Inc., a public data center
company, and Link-VTC, one of the first companies to deliver videoconferencing services. Art earned a bachelor's degree in Astronautical Engineering from the
U.S. Air Force Academy and served in the United States Air Force from 1988 until 1993. Art also received a master's degree in public policy from Harvard
University.
Kevin Bostick has been Chief Financial Officer since joining the Company in December 2019. He has overall responsibility for the Company's financial
organization, including financial planning, accounting, financial reporting, investor relations, treasury, internal audit and tax matters. Prior to joining DHI, Mr.
Bostick was partner and CFO at Level 5 Capital Partners, a private equity firm, since 2018. From 2013 to 2018, Mr. Bostick served as president and CFO of 365
Data Centers, a data center company. He has also served as CFO at Elevation DC, Local Insight Media and New Global Telecom. Earlier in his career he held
leadership roles at Level 3 Communications, JP Morgan and KPMG. Mr. Bostick holds an MBA from The Wharton School, University of Pennsylvania and a B.S.
in accounting from Penn State University.
Paul Farnsworth is the Chief Technology Officer, joining the Company in February 2019. Prior to joining DHI, Mr. Farnsworth served as Chief Technology
Officer at Reed Group, where he was responsible for all aspects of technology delivery and support including: product software delivery, end user environment
support, hosting, vendor strategy, client professional services, and enterprise program management. Prior to Reed Group, he was the Senior Vice President of
Information at Level 3 Communications, where he led the IT Solutions Delivery Group. He served as Programme Director at BT, with responsibility for customer
facing portals and websites in Europe and India. Earlier in his career he held technology leadership roles of increasing responsibility at Qwest Corporation prior to
its acquisition by CenturyLink. He has served as the Board Technology Advisor at SafeHarbor Technology Corporation and held board appointments at various
startup and growth companies, advising on technology best practices and future roadmaps.
Christian Dwyer is the Chief Product Officer, joining the Company in September 2018. Mr. Dwyer oversees the product strategy, development and expansion of
DHI products including Dice, ClearanceJobs and eFinancialCareers. Prior to joining DHI, Mr. Dwyer served as the Executive Vice President of Product
Management at HealthGrades, where he led product strategy, product development and business development across consumer web, mobile and native
applications. He previously served as Senior Vice President and General Manager at AOL/MapQuest, where he successfully repositioned the business for growth
by establishing partnership alliances and scaling new products across web and mobile applications. Earlier in his career he held leadership positions at Navidec and
Carpoint.com. Mr. Dwyer serves as a board member for the Colorado Technology
93
Table of Contents
Association. He earned an M.S. in Finance from the University of Colorado at Denver and a B.A. in Business Economics from the University of California at Santa
Barbara.
Michelle Marian is the Chief Marketing Officer, joining the Company in October 2018. Ms. Marian leads DHI’s global marketing organization with responsibility
for its digital marketing strategy, demand generation and branding. Prior to joining DHI, Ms. Marian was the Head of Global Digital Marketing at Crocs, where she
was responsible for driving new customer growth and a data-driven customer centric approach to eCommerce. Prior to Crocs, she served as the Vice President of
Marketing at Shopathome.com, defining the marketing strategy and execution of customer acquisition and engagement initiatives at the company. Earlier in her
career, Ms. Marian held executive marketing positions at Webroot, Safeway, and AOL. Ms. Marian holds a Masters of International Business Studies from the
University of South Carolina and a B.S. in International Business & Marketing from the University of Colorado at Boulder.
Arie Kanofsky is the Chief Revenue Officer, joining the Company in October 2019. Arie is responsible for driving growth and scaling sales opportunities for DHI's
brands globally. Prior to joining DHI, Mr. Kanofsky was the VP of Growth and Head of Sales for Smartlinx Solutions. Previously, he was the Chief Sales Officer
at Sterling Talent Solutions. Earlier in his career, he was the Director of Sales for JobFox. Mr. Kanofsky was also the co-founder and executive vice president of
JobExpo.com (formerly CareerFairsUSA prior to its merger with JobExpo.com). Mr. Kanofsky holds a B.A. in Communication from the University of Tampa.
Chris Henderson is the Chief Operating Officer, joining the Company in April 2019. Mr. Henderson previously served as Chief Strategy Officer. Mr. Henderson is
responsible for the overall strategy and operations of DHI, particularly as it relates to the development and execution of products and go-to-market solutions for
each of the Company’s brands. Prior to joining the Company, Mr. Henderson served as the CEO of the Universal Service Administrative Company, which delivers
the FCC's $10 billion Universal Service effort to deliver high quality broadband to all Americans. Mr. Henderson previously held a number of senior roles in the
public sector including Senior Advisor to Interior Secretary Ken Salazar and COO of City for the Denver under Mayor John Hickenlooper. He also spent twelve
years at Vestar Capital Partners, a private equity firm, where he was managing director, member of the investment committee and co-head of the consumer group.
Mr. Henderson holds an M.B.A. from Columbia University and a B.A. in Political Science from the University of Colorado at Boulder.
Pam Bilash is the Chief Human Resources Officer, joining the Company in January 2014 through its acquisition of onTargetjobs where she led the Human
Resources team as Executive Vice President since 2009. Ms. Bilash brings the Company more than 25 years' experience in talent management and in the
information industry. Prior to joining onTargetjobs, Ms. Bilash worked for Thomson Reuters in roles of increasing responsibility, culminating as Senior Vice
President of Human Resources for the healthcare group and serving on their Human Resources leadership team, in addition to her executive duties. Ms. Bilash is a
graduate of the University of Hartford.
Brian P. Campbell is the Chief Legal Officer and Corporate Secretary of DHI Group, Inc. He previously served as Senior Vice President, Corporate Development
and General Counsel and Corporate Secretary and earlier at DHI as Vice President, Business and Legal Affairs since June 2003, after joining our predecessor, Dice
Inc. in January 2000. Mr. Campbell is responsible for managing our legal affairs, including intellectual property, mergers and acquisitions, strategic alliances,
corporate securities, real estate, litigation and employment law, as well as corporate development and supervising outside counsel. Mr. Campbell also oversees our
privacy initiatives. Prior to joining the Company, Mr. Campbell served as Vice President, General Counsel and Corporate Secretary at CMP Media, where he
worked since 1995. From 1988 to 1995, Mr. Campbell worked as a Corporate Associate at the law firm of Mudge, Rose, Guthrie, Alexander and Ferdon. Mr.
Campbell is the Chair of the Small Law Department Network of the Association of Corporate Counsel and is a past president of the New York City Chapter of the
Association of Corporate Counsel, where he served on the Board of Directors for six years and has been a member for twenty-five years. Mr. Campbell earned a
J.D. from St. John’s University School of Law and a B.A. (English) from the University of Virginia, and is currently a candidate for an M.B.A. (Management)
degree from Molloy College.
We have adopted a code of conduct and ethics that applies to all of our directors, officers and employees, including or chief executive officer, chief financial
officer and persons performing similar functions. Our code of conduct and ethics is posted on the investors section of our website at www.dhigroupinc.com.
Diversity
Inclusion and diversity remain key priorities for the Company. The diverse backgrounds, skills and experiences of executive officers and board members is
important to both our values and performance. We believe that a diverse board, management team and workforce that is reflective of our diverse customer base
will position us to better understand customers’ wants and needs, which we believe drives our ability to deliver superior customer value and successfully innovate.
Diverse perspectives amongst our management team and board allows them to evaluate issues through different experiences and perspectives and help guide the
Company in a thoughtful way.
94
Table of Contents
Item 11. Executive Compensation
The information called for by Item 11 pertaining to executive compensation will be set forth in the Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information called for by Item 12 pertaining to security ownership of certain beneficial owners and management will be set forth in the Proxy Statement and is
incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information called for by Item 13 pertaining to certain relationships and related transactions will be set forth in the Proxy Statement and is incorporated herein
by reference.
Item 14. Principal Accounting Fees and Services
The information called for by Item 14 pertaining to principal accounting fees and services will be set forth in the Proxy Statement and is incorporated herein by
reference.
95
Table of Contents
PART IV
Item 15. Exhibits
(a)
2.1
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5*
10.1†
10.2†
10.3†
10.4†
10.5†
10.6†
10.7†
1.
2.
3.
Financial Statement Schedules
The consolidated financial statements are listed under Item 8 of this Annual Report.
Financial Statement Schedules.
See (b) below.
Exhibits.
Share Purchase Agreement, dated as of May 22, 2018, by and among DHI Group, Inc., OnTargetJobs Canada, Inc. and Virgil
AcquisitionCo Inc. (incorporated by reference from Exhibit 2.1 to Company's Current Report on Form 8-K (File No. 001-33584)
filed on May 29, 2018).
Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Company’s Current Report
on Form 8-K (File No. 001-33584) filed on July 23, 2007).
Second Amended and Restated By-laws (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-
K (File No. 001-33584) filed on March 9, 2016).
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Dice Holdings, Inc., effective April 21,
2015 (incorporated by reference from Exhibit 3.1 to Company's Current Report on Form 8-K (File No. 001-33584) filed on April
21, 2015).
Specimen Stock Certificate (incorporated by reference from Exhibit 4.1 to Amendment No. 4 to the Company’s Registration
Statement on Form S-1 (File No. 333-141876) filed on June 22, 2007).
Second Amended and Restated Shareholders Agreement, dated as of July 23, 2007, by and between DHI Group, Inc. and the eFG
Shareholders named therein (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K (File
No. 001-33584) filed on July 23, 2007).
Institutional and Management Shareholders Agreement, dated as of July 23, 2007, by and among DHI Group, Inc., the Quadrangle
Entities named therein, the General Atlantic Entities named therein and the Management Shareholders named therein
(incorporated by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-33584) filed on July 23,
2007).
Amendment No. 1 to Second Amended and Restated Shareholders Agreement, dated as of February 4, 2008, by and among DHI
Group, Inc. and the eFG Shareholders named therein (incorporated by reference from Exhibit 4.4 to the Company’s Annual
Report on Form 10-K (File No. 001-33584) filed on March 25, 2008).
Description of Capital Stock.
The DHI Group, Inc. 2005 Omnibus Stock Plan (the “2005 Stock Plan”) (incorporated by reference from Exhibit 10.14 to
Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-141876) filed on May 18, 2007).
Form of Stock Option Award Agreement under the 2005 Stock Plan (incorporated by reference from Exhibit 10.15 to Amendment
No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-141876) filed on May 18, 2007).
The DHI Group, Inc. 2007 Equity Award Plan (the “2008 Equity Plan”) (incorporated by reference from Exhibit 10.16 to
Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333- 141876) filed on May 18, 2007).
Form of Stock Award Agreement under the 2007 Equity Plan (incorporated by reference from Exhibit 10.11 to Amendment No. 2
to the Company’s Registration Statement on Form S-1 (File No. 333-141876) filed on June 8, 2007).
The DHI Group, Inc. 2012 Omnibus Equity Award Plan (the “2012 Equity Plan”) (incorporated by reference from Exhibit 10.1 to
the Company’s Registration Statement on Form S-8 (File No. 333-182756) filed on July 19, 2012).
Form of Stock Option Award Agreement under the 2012 Equity Plan (incorporated by reference from Exhibit 10.2 to the
Company’s Registration Statement on Form S-8 (File No. 333-182756) filed on July 19, 2012).
Form of Restricted Stock Award Agreement under the 2012 Equity Plan (incorporated by reference from Exhibit 10.3 to the
Company’s Registration Statement on Form S-8 (File No. 333-182756) filed on July 19, 2012).
96
Table of Contents
10.8†
10.9†
10.10†
10.11†
10.12†
10.13†
10.14†
10.15†
10.16†
10.17†
10.18†
10.19
10.20†
10.21†
10.22†
10.23†
10.24†
10.25†
Form of Performance-Based Restricted Stock Unit Award Agreement under the 2012 Equity Plan (incorporated by reference from
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (File No. 001-33584) filed
on April 29, 2015).
The DHI Group, Inc. Executive Cash Incentive Plan (incorporated by reference from Exhibit 10.12 to Amendment No. 2 to the
Company’s Registration Statement on Form S-1 (File No. 333-141876) filed on June 8, 2007).
Employment Agreement, dated as of April 20, 2000, and amended as of March 1, 2001, between Earthweb Inc. and Michael P.
Durney (incorporated by reference from Exhibit 10.4 to Amendment No. 6 to the Company’s Registration Statement on Form S-1
(File No. 333-141876) filed on July 11, 2007).
Separation Agreement, dated as November 1, 2017, by and between DHI Group, Inc. and Michael P Durney (incorporated by
reference from Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year ended December 31, 207 (File No. 001-
33584) filed on February 12, 2018).
Separation Agreement dated as of February 9, 2018 between eFinancialCareers Limited and James Bennett (incorporated by
reference from Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017 (File No.
001-33584) filed on February 12, 2018).
Employment Agreement, dated as of January 31, 2000, and amended as of March 1, 2001, between Earthweb Inc. and Brian
Campbell (incorporated by reference from Exhibit 10.7 to Amendment No. 6 to the Company’s Registration Statement on Form
S-1 (File No. 333-141876) filed on July 11, 2007).
Employment Agreement, dated as of June 20, 2005 between eFinancialCareers Limited and John Benson (incorporated by
reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended on March 31, 2008
(File No. 001-33584) filed on May 7, 2008).
Employment Agreement dated as of November 16, 2004, and amended as of July 1, 2011 between eFinancialCareers Limited and
James Bennett (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. (001-
33584) filed on April 25, 2012 with the Securities and Exchange Commission).
Amendment to Employment Agreement dated as of July 29, 2013 between Dice Inc., DHI Group, Inc. and Michael P. Durney
(incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2013 (File No. 001-33584) filed on October 29, 2013).
Employment Agreement dated as of January 1, 2014 between Dice Inc. and Pamela Bilash (incorporated by reference from
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (File No. 001-33584) filed
on April 30, 2014).
Employment Agreement dated as of January 1, 2014 between Dice Inc. and Klavs Miller (incorporated by reference from Exhibit
10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (File No. 001-33584) filed on April
30, 2014).
Second Amended and Restated Credit Agreement dated as of November 14, 2018, among DHI Group, Inc., Dice Inc. and Dice
Career Solutions, Inc., as Borrowers, the various lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent,
Bank of America, N.A. and BMO Harris Bank N.A., as co-syndication agents and TD Bank, N.A., as documentation agent.
Employment Agreement dated as of November 1, 2016 between Dice Inc. and Luc Grégoire incorporated by reference from
Exhibit 10.23 to the Company's Annual Report on Form 10-K (File No. 001-33584) filed on February 9, 2017).
Separation Agreement, dated as of June 16, 2017 among DHI Group, Inc., Dice Inc., and Shravan Goli (incorporated by reference
from Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-33584) filed on June 29, 2017).
Employment Agreement and Addendum to Employment Agreement dated as of April 9, 2018 between DHI Group, Inc., Dice Inc.
and Art Zeile (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2018 (File No. 001-33584) filed on August 2, 2018).
Employment Agreement and Addendum to Employment Agreement dated as of September 9, 2018 between DHI Group, Inc. and
Christian Dwyer.
Employment Agreement and Addendum to Employment Agreement dated as of September 25, 2018, between DHI Group, Inc.
and Michelle Marian.
Separation Agreement dated as of June 26, 2019 between DHI Group, Inc. and Ian Shepherd (incorporated by reference from
Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-33584) filed on June 26, 2019).
97
Table of Contents
10.26*†
10.27†
10.28†
21.1*
23.1*
31.1*
31.2*
32.1*
32.2*
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
104
Employment Agreement and Addendum to Employment Agreement dated as of October 17, 2019, between DHI Group, Inc.
and Arie Kanofsky.
Employment Agreement dated as of December 12, 2019 among DHI Group, Inc., Dice Inc. and Kevin Bostick (incorporated by
reference from Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-33584) filed on December 13, 2019).
Separation Agreement dated as of December 12, 2019 between DHI Group, Inc. and Luc Gregoire (incorporated by reference
from Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-33584) filed on December 13, 2019).
Subsidiaries of the Registrant.
Consent Independent Registered Public Accounting Firm
Certifications of Art Zeile, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certifications of Kevin Bostick, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certifications of Art Zeile, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certifications of Kevin Bostick, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document.
XBRL Taxonomy Extension Schema Document.
XBRL Taxonomy Extension Calculation Linkbase Document.
XBRL Taxonomy Extension Definition Linkbase Document.
XBRL Taxonomy Extension Label Linkbase Document.
XBRL Taxonomy Extension Presentation Linkbase Document.
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
________________
*
†
(b)
Filed herewith.
Identifies a management contract or compensatory plan or arrangement.
Financial Statement Schedules.
Schedule II—Consolidated Valuation and Qualifying Accounts
Page
99
98
Table of Contents
Item 16. Form 10-K Summary
None.
DHI GROUP, INC.
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
As of December 31, 2018, 2019 and 2020
(in thousands)
SCHEDULE II
Column A
Description
Reserves Deducted From Assets to Which They Apply:
Reserve for uncollectible accounts receivable:
Year ended December 31, 2018
Year ended December 31, 2019
Year ended December 31, 2020
Deferred tax valuation allowance:
Year ended December 31, 2018
Year ended December 31, 2019
Year ended December 31, 2020
(1)
Column B
Balance at
Beginning
of Period
Column C
Column D
Charged
to Income
Deductions
Column E
Balance
at End of
Period
$
$
1,688 $
647
708
224 $
5,305
5,072
$
$
1,069
882
1,129
5,081
(233)
271
(2,110) $
(821)
(655)
— $
—
—
647
708
1,182
5,305
5,072
5,343
____________________
(1)
Increase primarily due to valuation allowance for tax capital loss carryforward resulting from Rigzone sale.
See notes to the DHI Group, Inc. consolidated financial statements included elsewhere herein.
99
Table of Contents
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date:
February 10, 2021
DHI Group, Inc.
By:
/S/ Art Zeile
Art Zeile
President and Chief Executive Officer
(on behalf of the registrant)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the
dates indicated.
Signature
/S/ Art Zeile
Art Zeile
/S/ Kevin Bostick
Kevin Bostick
/S/ Brian Schipper
Brian Schipper
/S/ Scipio Carnecchia
Scipio Carnecchia
/S/ Jim Friedlich
Jim Friedlich
/S/ Jennifer Deason
Jennifer Deason
/S/ David Windley
David Windley
/S/ Elizabeth Salomon
Elizabeth Salomon
/S/ Kathleen Swann
Kathleen Swann
Title
Date
President, Chief Executive Officer and Director
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial and Accounting Officer)
Chairman and Director
Director
Director
Director
Director
Director
Director
100
February 10, 2021
February 10, 2021
February 10, 2021
February 10, 2021
February 10, 2021
February 10, 2021
February 10, 2021
February 10, 2021
February 10, 2021
EXHIBIT 4.5
DESCRIPTION OF CAPITAL STOCK
The following summary of the terms of the capital stock of DHI Group, Inc. (the “Company”) is not meant to be complete and is qualified by reference to the
Company’s Amended and Restated Certificate of Incorporation and Second Amended and Restated By-laws, which are filed as exhibits to this Annual Report on
Form 10-K and are incorporated by reference herein.
Capital Stock
The Company’s authorized capital stock consists of 240,000,000 shares of common stock, par value $0.01 per share, and 20,000,000 shares of preferred
stock, par value $0.01 per share.
Common Stock
The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders, including the election of directors.
Holders of the common stock do not have any preemptive rights or cumulative voting rights, which means that the holders of a majority of the outstanding
common stock voting for the election of directors can elect all directors then being elected. The holders of common stock are entitled to receive dividends when,
as, and if declared by the board of directors out of legally available funds. Upon the Company’s liquidation or dissolution, the holders of common stock will be
entitled to share ratably in those Company assets that are legally available for distribution to stockholders after payment of liabilities and subject to the prior rights
of any holders of preferred stock then outstanding. All of the outstanding shares of common stock are fully paid and nonassessable. The rights, preferences and
privileges of holders of common stock are subject to the rights of the holders of shares of any series of preferred stock that may be issued in the future.
Preferred Stock
The Company’s board of directors is authorized, subject to limitations prescribed by Delaware law and the certificate of incorporation, to determine the
terms and conditions of the preferred stock, including whether the shares of preferred stock will be issued in one or more series, the number of shares to be
included in each series and the powers, designations, preferences and rights of the shares. The board of directors is also authorized to designate any qualifications,
limitations or restrictions on the shares without any further vote or action by the stockholders. The issuance of preferred stock may have the effect of delaying,
deferring or preventing a change in control of the Company and may adversely affect the voting and other rights of the holders of the common stock, which could
have an adverse impact on the market price of the common stock. The Company has no current plan to issue any shares of preferred stock.
Directors’ Liability; Indemnification of Directors and Officers
The certificate of incorporation provides that a director will not be personally liable to the Company or the stockholders for monetary damages for breach
of fiduciary duty as a director, except:
•
•
•
•
for any breach of the duty of loyalty;
for acts or omissions not in good faith or which involve intentional misconduct or knowing violations of law;
for liability under Section 174 of the Delaware General Corporation Law (relating to unlawful dividends, stock repurchases or stock redemptions);
or
for any transaction from which the director derived any improper personal benefit.
This provision does not limit or eliminate the Company’s rights or those of any stockholder to seek non-monetary relief such as an injunction or rescission in the
event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under federal securities laws. In addition, the certificate of
incorporation and by-laws provide that the Company indemnify each director and the officers, employees, and agents determined by the board of directors to the
fullest extent provided by the laws of the State of Delaware.
Certain Certificate of Incorporation, By-Law and Statutory Provisions
The provisions of the certificate of incorporation and by-laws and of the Delaware General Corporation Law summarized below may have an anti-
takeover effect and may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might
result in your receipt of a premium over the market price for your shares.
Special Meetings of Stockholders
The certificate of incorporation provides that special meetings of stockholders may be called only by the chairman or by a majority of the members of the
board of directors. Stockholders are not permitted to call a special meeting of stockholders, to require that the chairman call such a special meeting, or to require
that the board of directors request the calling of a special meeting of stockholders.
Stockholder Action; Advance Notice Requirements for Stockholder Proposals and Director Nominations
The certificate of incorporation provides that stockholders may not take action by written consent, but may only take action at duly called annual or
special meetings, unless the action to be effected by written consent and the taking of such action by written consent have expressly been approved in advance by
the board of directors. In addition, the by-laws will establish advance notice procedures for:
•
•
stockholders to nominate candidates for election as a director; and
stockholders to propose topics for consideration at stockholders’ meetings.
Stockholders must notify the corporate secretary in writing prior to the meeting at which the matters are to be acted upon or directors are to be elected.
The notice must contain the information specified in the by-laws. To be timely, the notice must be received at the Company’s corporate headquarters not less than
90 days nor more than 120 days prior to the first anniversary of the date of the prior year’s annual meeting of stockholders. If the annual meeting is advanced by
more than 30 days, or delayed by more than 70 days, from the anniversary of the preceding year’s annual meeting, or if no annual meeting was held in the
preceding year or for the first annual meeting following this offering, notice by the stockholder, to be timely, must be received not earlier than the 120 day prior to
the annual meeting and not later than the later of the 90 day prior to the annual meeting or the 10 day following the day on which the Company notifies
stockholders of the date of the annual meeting, either by mail or other public disclosure. In the case of a special meeting of stockholders called to elect directors,
the stockholder notice must be received not earlier than 120 days prior to the special meeting and not later than the later of the 90 day prior to the special meeting
or 10 day following the day on which the Company notifies stockholders of the date of the special meeting, either by mail or other public disclosure.
Notwithstanding the above, in the event that the number of directors to be elected to the board of directors at an annual meeting is increased and the Company does
not make any public announcement naming the nominees for the additional directorships at least 100 days before the first anniversary of the preceding year’s
annual meeting, a stockholder notice of nomination shall also be considered timely, but only with respect to nominees for the additional directorships, if it is
delivered not later than the close of business on the 10 day following the day on which such public announcement is first made. These provisions may preclude
some stockholders from bringing matters before the stockholders at an annual or special meeting or from nominating candidates for director at an annual or special
meeting.
th
th
th
th
th
th
Election and Removal of Directors
The Company’s board of directors is divided into three classes. The directors in each class serve for a three-year term, one class being elected each year
by the stockholders. The stockholders may only remove directors for cause and with the vote of at least 66-2/3% of the total voting power of the issued and
outstanding capital stock entitled to vote in the election of directors. The board of directors may elect a director to fill a vacancy, including vacancies created by the
expansion of the board of directors. This system of electing and removing directors may discourage a third party from making a tender offer or otherwise
attempting to obtain control of the Company, because it generally makes it more difficult for stockholders to replace a majority of the Company’s directors.
The certificate of incorporation and by-laws do not provide for cumulative voting in the election of directors.
Amendment of the Certificate of Incorporation and By-Laws
The certificate of incorporation provides that the affirmative vote of the holders of at least 66-2/3% of the voting power of the issued and outstanding
capital stock entitled to vote in the election of directors is required to amend the following provisions of the certificate of incorporation:
•
•
•
•
the provisions relating to the classified board of directors;
the provisions relating to the number and election of directors, the appointment of directors upon an increase in the number of directors or vacancy,
and the provisions relating to the removal of directors;
the provisions requiring a 66-2/3% stockholder vote for the amendment of certain provisions of the certificate of incorporation and for the
adoption, amendment or repeal of the by-laws; and
the provisions relating to the restrictions on stockholder actions by written consent.
In addition, the board of directors is permitted to alter the by-laws without obtaining stockholder approval.
Anti-Takeover Provisions of Delaware Law
The Company is subject to the provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 prevents an interested
stockholder (defined generally as a person owning 15% or more of the corporation’s outstanding voting stock) of a Delaware corporation from engaging in a
business combination (as defined) for three years following the date that person became an interested stockholder unless various conditions are satisfied.
Transfer Agent and Registrar
The transfer agent and registrar for the common stock is Computershare Trust Company, N.A.
New York Stock Exchange Listing
The common stock is listed on the NYSE under the symbol “DHX.”
SUBSIDIARIES
EXHIBIT 21.1
Subsidiary
Dice Inc.
eFinancialCareers, Inc.
eFinancialCareers Limited
Dice Career Solutions, Inc.
eFinancial Careers Pte. Ltd.
eFinancialCareers (Australia) Pty Limited
Targeted Job Fairs, Inc.
DHI Careers Limited
WorkDigital Limited
Dice Careers Limited
eFinancialCareers GmbH
Jurisdiction of Incorporation
Delaware
Delaware
United Kingdom
Delaware
Singapore
Australia
Delaware
United Kingdom
United Kingdom
United Kingdom
Germany
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-249405 on Form S-8 and in Registration Statement No. 333-231398 on Form S-8
of our reports dated February 10, 2021, relating to the financial statements of DHI Group, Inc. and the effectiveness of DHI Group, Inc.’s internal control over
financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2020.
/s/ Deloitte & Touche LLP
Des Moines, Iowa
February 10, 2021
CEO CERTIFICATION
PURSUANT TO SECTION 302 OF THE
SARBANES – OXLEY ACT OF 2002
EXHIBIT 31.1
I, Art Zeile, certify that:
1. I have reviewed the annual report on Form 10-K of DHI Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for the external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: February 10, 2021
By: /s/ Art Zeile
Art Zeile
Chief Executive Officer
DHI Group, Inc.
CFO CERTIFICATION
PURSUANT TO SECTION 302 OF THE
SARBANES – OXLEY ACT OF 2002
EXHIBIT 31.2
I, Kevin Bostick, certify that:
1. I have reviewed the annual report on Form 10-K of DHI Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for the external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: February 10, 2021
By: /s/ Kevin Bostick
Kevin Bostick
Chief Financial Officer
DHI Group, Inc.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.1
In connection with the Annual Report of DHI Group, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2020 as
filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Art Zeile, Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my
knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or
78o(d)); and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
February 10, 2021
/s/ Art Zeile
Art Zeile
Chief Executive Officer
DHI Group, Inc.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.2
In connection with the Annual Report of DHI Group, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2020 as
filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kevin Bostick, Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best
of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or
78o(d)); and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
February 10, 2021
/s/ Kevin Bostick
Kevin Bostick
Chief Financial Officer
DHI Group, Inc.