[PART I. FINANCIAL INFORMATION](index=2&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents DHI Group's unaudited condensed consolidated financial statements and management's discussion and analysis [Item 1. Unaudited Financial Statements](index=2&type=section&id=Item%201.%20Unaudited%20Financial%20Statements) This section provides DHI Group's unaudited condensed consolidated financial statements and comprehensive notes for the reporting period [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20June%2030%2C%202025%20and%20December%2031%2C%202024) This table presents the company's condensed consolidated balance sheets as of June 30, 2025, and December 31, 2024 | ASSETS | June 30, 2025 ($) | December 31, 2024 ($) | | :------------------------------------------------------------------ | :------------ | :---------------- | | Current assets | | | | Cash | $2,782 | $3,702 | | Accounts receivable, net | $17,733 | $22,120 | | Income taxes receivable | $1,963 | $238 | | Prepaid and other current assets | $3,277 | $3,593 | | **Total current assets** | **$25,755** | **$29,653** | | Fixed assets, net | $16,739 | $20,390 | | Capitalized contract costs | $7,490 | $7,465 | | Operating lease right-of-use assets | $6,029 | $6,518 | | Investments | $1,838 | $1,827 | | Acquired intangible assets | $23,800 | $23,800 | | Goodwill | $120,300 | $128,100 | | Other assets | $2,993 | $3,618 | | **Total assets** | **$204,944** | **$221,371** | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | | Current liabilities | | | | Accounts payable and accrued expenses | $13,649 | $16,154 | | Deferred revenue | $46,482 | $44,934 | | Operating lease liabilities | $1,703 | $1,625 | | **Total current liabilities** | **$61,834** | **$62,713** | | Deferred revenue (long-term) | $376 | $522 | | Operating lease liabilities (long-term) | $8,199 | $8,995 | | Long-term debt | $30,000 | $32,000 | | Deferred income taxes | $971 | $1,369 | | Accrual for unrecognized tax benefits | $728 | $1,060 | | Other long-term liabilities | $340 | $387 | | **Total liabilities** | **$102,448** | **$107,046** | | Stockholders' equity | | | | Common stock, $.01 par value | $830 | $811 | | Additional paid-in capital | $272,811 | $270,122 | | Accumulated other comprehensive income (loss) | $(14) | $1 | | Accumulated earnings | $21,889 | $32,481 | | Treasury stock | $(193,020) | $(189,090) | | **Total stockholders' equity** | **$102,496** | **$114,325** | | **Total liabilities and stockholders' equity** | **$204,944** | **$221,371** | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20for%20the%20three%20and%20six%20month%20periods%20ended%20June%2030%2C%202025%20and%202024) This table presents the company's condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024 | Item | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :---------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $32,027 | $35,833 | $64,328 | $71,858 | | Operating expenses: | | | | | | Cost of revenue | $5,114 | $5,200 | $10,480 | $10,077 | | Product development | $3,138 | $4,729 | $6,980 | $9,527 | | Sales and marketing | $10,546 | $12,019 | $21,669 | $24,717 | | General and administrative | $6,517 | $7,296 | $13,714 | $14,523 | | Depreciation | $3,761 | $4,586 | $7,745 | $9,042 | | Restructuring | $4,216 | $0 | $6,486 | $0 | | Impairment of goodwill | $0 | $0 | $7,800 | $0 | | Total operating expenses | $33,292 | $33,830 | $74,874 | $67,886 | | Operating income (loss) | $(1,265) | $2,003 | $(10,546) | $3,972 | | Income (loss) from equity method investment | $(37) | $168 | $27 | $302 | | Impairment of investment | $0 | $0 | $0 | $(400) | | Interest expense and other | $(619) | $(845) | $(1,279) | $(1,791) | | Income (loss) before income taxes | $(1,921) | $1,326 | $(11,798) | $2,083 | | Income tax expense (benefit) | $(1,080) | $383 | $(1,206) | $2,652 | | Net income (loss) | $(841) | $943 | $(10,592) | $(569) | | Basic earnings (loss) per share | $(0.02) | $0.02 | $(0.23) | $(0.01) | | Diluted earnings (loss) per share | $(0.02) | $0.02 | $(0.23) | $(0.01) | | Weighted-average basic shares outstanding | 45,354 | 44,569 | 45,429 | 44,386 | | Weighted-average diluted shares outstanding | 45,354 | 45,037 | 45,429 | 44,386 | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20for%20the%20three%20and%20six%20month%20periods%20ended%20June%2030%2C%202025%20and%202024) This table presents the company's condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2025 and 2024 | Item | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :---------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $(841) | $943 | $(10,592) | $(569) | | Other comprehensive income (loss): | | | | | | Foreign currency translation adjustment | $18 | $31 | $(15) | $53 | | Comprehensive income (loss) | $(823) | $974 | $(10,607) | $(516) | [Condensed Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity%20for%20the%20three%20and%20six%20month%20periods%20ended%20June%2030%2C%202025%20and%202024) This table presents the company's condensed consolidated statements of stockholders' equity for the three and six months ended June 30, 2025 and 2024 | Item | Balance at Dec 31, 2024 ($) | Net Loss ($) | Other Comprehensive Loss - Translation Adjustments ($) | Stock-Based Compensation ($) | Restricted Stock Issued ($) | Performance-Based Restricted Stock Units Eligible to Vest ($) | Restricted Stock Forfeited or Withheld to Satisfy Tax Obligations ($) | Performance-Based Restricted Stock Units Forfeited or Withheld to Satisfy Tax Obligations ($) | Purchase of Treasury Stock Under Stock Repurchase Plan ($) | Issuance of Common Stock Upon ESPP Purchase ($) | Balance at June 30, 2025 ($) | | :-------------------------------------- | :---------------------- | :------- | :------------------------------------------------- | :----------------------- | :---------------------- | :-------------------------------------------------------- | :---------------------------------------------------------------- | :--------------------------------------------------------------------------------------- | :----------------------------------------------------- | :------------------------------------------ | :----------------------- | | Common Stock, Amount | $811 | | | | $9 | $0 | $(4) | $(1) | | $1 | $830 | | Additional Paid-in Capital | $270,122 | | | $2,627 | $(9) | $(6) | $4 | $1 | | $80 | $272,811 | | Accumulated Other Comprehensive Income (Loss) | $1 | | $(15) | | | | | | | | $(14) | | Accumulated Earnings | $32,481 | $(10,592) | | | | | | | | | $21,889 | | Treasury Stock, Amount | $(189,090) | | | | | | $(868) | $(627) | $(2,435) | | $(193,020) | | Total Stockholders' Equity | $114,325 | $(10,592) | $(15) | $2,627 | $0 | $0 | $(868) | $(627) | $(2,435) | $81 | $102,496 | | Item | Balance at Dec 31, 2023 ($) | Net Loss ($) | Other Comprehensive Income - Translation Adjustments ($) | Stock-Based Compensation ($) | Restricted Stock Issued ($) | Performance-Based Restricted Stock Units Eligible to Vest ($) | Restricted Stock Forfeited or Withheld to Satisfy Tax Obligations ($) | Performance-Based Restricted Stock Units Forfeited or Withheld to Satisfy Tax Obligations ($) | Issuance of Common Stock Upon ESPP Purchase ($) | Balance at June 30, 2024 ($) | | :-------------------------------------- | :---------------------- | :------- | :--------------------------------------------------- | :----------------------- | :---------------------- | :-------------------------------------------------------- | :---------------------------------------------------------------- | :--------------------------------------------------------------------------------------- | :------------------------------------------ | :----------------------- | | Common Stock, Amount | $789 | | | | $16 | $5 | $(1) | $0 | $1 | $810 | | Additional Paid-in Capital | $261,824 | | | $4,304 | $(16) | $(5) | $1 | $0 | $145 | $266,253 | | Accumulated Other Comprehensive Income (Loss) | $(83) | | $53 | | | | | | | $(30) | | Accumulated Earnings | $32,228 | $(569) | | | | | | | | $31,659 | | Treasury Stock, Amount | $(187,216) | | | | | | $(784) | $(869) | | $(188,869) | | Total Stockholders' Equity | $107,542 | $(569) | $53 | $4,304 | $0 | $0 | $(784) | $(869) | $146 | $109,823 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20six%20month%20periods%20ended%20June%2030%2C%202025%20and%202024) This table presents the company's condensed consolidated statements of cash flows for the six months ended June 30, 2025 and 2024 | Item | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :---------------------------------------------- | :----------------------------- | :----------------------------- | | Cash flows from (used in) operating activities: | | | | Net loss | $(10,592) | $(569) | | Adjustments to reconcile net loss to net cash flows from (used in) operating activities: | | | | Depreciation | $7,745 | $9,042 | | Deferred income taxes | $(398) | $50 | | Amortization of deferred financing costs | $72 | $72 | | Stock-based compensation | $2,627 | $4,304 | | Income from equity method investment | $(27) | $(302) | | Impairment of investment | $0 | $400 | | Impairment of goodwill | $7,800 | $0 | | Change in accrual for unrecognized tax benefits | $(332) | $113 | | Changes in operating assets and liabilities: | | | | Accounts receivable | $4,387 | $(45) | | Prepaid expenses and other assets | $868 | $581 | | Capitalized contract costs | $(25) | $(714) | | Accounts payable and accrued expenses | $(2,413) | $(4,248) | | Income taxes receivable/payable | $(1,726) | $(139) | | Deferred revenue | $1,402 | $2,297 | | Other, net | $(274) | $308 | | **Net cash flows from operating activities** | **$9,114** | **$11,150** | | Cash flows used in investing activities: | | | | Purchases of fixed assets | $(4,185) | $(7,913) | | **Net cash flows used in investing activities** | **$(4,185)** | **$(7,913)** | | Cash flows from (used in) financing activities: | | | | Payments on long-term debt | $(8,000) | $(16,000) | | Proceeds from long-term debt | $6,000 | $13,000 | | Payments under stock repurchase plan | $(2,435) | $0 | | Purchase of treasury stock related to vested restricted and performance stock units | $(1,495) | $(1,633) | | Proceeds from issuance of common stock through ESPP | $81 | $145 | | **Net cash flows used in financing activities** | **$(5,849)** | **$(4,488)** | | Net change in cash for the period | $(920) | $(1,251) | | Cash, beginning of period | $3,702 | $4,206 | | **Cash, end of period** | **$2,782** | **$2,955** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanatory notes to the condensed consolidated financial statements, covering various accounting policies and disclosures [1. Basis of Presentation](index=9&type=section&id=1.%20BASIS%20OF%20PRESENTATION) The unaudited condensed consolidated financial statements are prepared in accordance with SEC rules and U.S. GAAP, omitting certain annual disclosures. Management's estimates are used, and no significant changes in critical accounting estimates occurred for the periods presented - Unaudited condensed consolidated financial statements prepared by the Company pursuant to SEC rules and U.S. GAAP, omitting certain annual disclosures[23](index=23&type=chunk) - Management makes estimates and assumptions, with actual results potentially differing materially. No significant changes in critical accounting estimates for the periods ended June 30, 2025[24](index=24&type=chunk) [2. New Accounting Standards](index=9&type=section&id=2.%20NEW%20ACCOUNTING%20STANDARDS) The company is evaluating the impact of two new FASB ASUs: ASU 2023-09 (Improvements to Income Tax Disclosures, effective after Dec 15, 22024) and ASU 2024-03 (Expense Disaggregation Disclosures, effective after Dec 15, 2026), on its financial statement disclosures - Evaluating ASU 2023-09 (Improvements to Income Tax Disclosures), effective for annual periods after December 15, 2024[25](index=25&type=chunk) - Evaluating ASU 2024-03 (Expense Disaggregation Disclosures), effective for fiscal years beginning after December 15, 2026, requiring disaggregation of certain expenses like inventory purchases, employee compensation, depreciation, and amortization[26](index=26&type=chunk) [3. Fair Value Measurements](index=9&type=section&id=3.%20FAIR%20VALUE%20MEASUREMENTS) The company uses a three-tier fair value hierarchy (Level 1, 2, 3) for measuring assets and liabilities. Long-term debt fair value is based on Level 2 inputs, while certain assets like equity investments, ROU assets, goodwill, and intangible assets are measured at fair value on a non-recurring basis for impairment assessment - Fair value hierarchy: Level 1 (quoted prices in active markets), Level 2 (quoted prices for similar instruments or model-derived valuations with observable inputs), Level 3 (unobservable inputs)[27](index=27&type=chunk)[28](index=28&type=chunk) - Carrying amounts for cash, accounts receivable, other assets, accounts payable, accrued expenses, and long-term debt approximate fair values; long-term debt uses Level 2 inputs[28](index=28&type=chunk) - Equity investments, operating lease right-of-use assets, goodwill, and intangible assets are measured at fair value on a non-recurring basis for impairment assessment[29](index=29&type=chunk) [4. Revenue Recognition](index=10&type=section&id=4.%20REVENUE%20RECOGNITION) Revenue is recognized when control of goods/services is transferred, net of discounts, ratably over the service period. The company generates revenue from recruitment packages, advertising, classifieds, and career event rentals, primarily serving technology and security-cleared professions through its ClearanceJobs and Dice brands - Revenue is recognized when control of goods or services is transferred to customers, net of discounts, ratably over the service period[30](index=30&type=chunk) - Revenue sources include recruitment packages, advertising, classifieds, and virtual/live career fair and recruitment event booth rentals[30](index=30&type=chunk) Revenue by Brand | Brand | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :------------ | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | ClearanceJobs | $13,626 | $13,528 | $27,003 | $26,533 | | Dice | $18,401 | $22,305 | $37,325 | $45,325 | | Total | $32,027 | $35,833 | $64,328 | $71,858 | Receivables and Contract Liabilities | Item | As of June 30, 2025 ($) | As of December 31, 2024 ($) | | :-------------------------------------- | :------------------ | :---------------------- | | Receivables | $17,733 | $22,120 | | Short-term contract liabilities (deferred revenue) | $46,482 | $44,934 | | Long-term contract liabilities (deferred revenue) | $376 | $522 | Deferred Revenue by Period | Period | Remainder of 2025 ($) | 2026 ($) | 2027 ($) | 2028 ($) | Total ($) | | :---------------- | :---------------- | :----- | :----- | :----- | :------ | | Deferred revenue | $38,159 | $8,585 | $104 | $10 | $46,858 | [5. Restructuring](index=12&type=section&id=5.%20RESTRUCTURING) DHI Group undertook three organizational restructurings: July 2024 (7% workforce reduction, $1.1M charge), January 2025 (8% workforce reduction to separate ClearanceJobs and Dice divisions, $2.3M charge), and June 2025 (25% Dice workforce reduction, $4.2M charge). These actions aimed to streamline operations, drive business objectives, and reduce operating costs - July 2024 restructuring: **7% workforce reduction**, **$1.1 million charge** recognized in 2024[37](index=37&type=chunk) - January 2025 restructuring: **8% workforce reduction** to separate ClearanceJobs and Dice divisions, **$2.3 million charge** recognized in Q1 2025[38](index=38&type=chunk) - June 2025 restructuring: **25% workforce reduction** primarily within Dice brand, **$4.2 million charge** recognized in Q2 2025[39](index=39&type=chunk) [6. Leases](index=12&type=section&id=6.%20LEASES) The company holds operating leases for office space and equipment, with terms ranging from one to ten years. Lease costs for Q2 2025 were $418K (vs $412K in Q2 2024) and for H1 2025 were $843K (vs $806K in H1 2024). Operating lease liabilities totaled $9.9 million as of June 30, 2025, with a weighted-average remaining lease term of 7.1 years and a discount rate of 5.6% - Operating leases for corporate office space and equipment have terms from one to ten years, with renewal options included if reasonably certain[40](index=40&type=chunk) Lease Costs | Item | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :---------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating lease cost | $418 | $442 | $843 | $836 | | Sublease income | $0 | $(30) | $0 | $(30) | | Total lease cost | $418 | $412 | $843 | $806 | Lease Assets and Liabilities | Item | June 30, 2025 ($) | December 31, 2024 ($) | | :-------------------------------------- | :------------ | :---------------- | | Operating lease right-of-use-assets | $6,029 | $6,518 | | Operating lease liabilities - current | $1,703 | $1,625 | | Operating lease liabilities - non-current | $8,199 | $8,995 | | Total operating lease liabilities | $9,902 | $10,620 | | Weighted Average Remaining Lease Term | 7.1 years | 7.4 years | | Weighted Average Discount Rate | 5.6 % | 5.5 % | Operating Lease Payments | Period | Operating Leases ($) | | :----------------------------------- | :--------------- | | July 1, 2025 through December 31, 2025 | $1,105 | | 2026 | $2,239 | | 2027 | $1,359 | | 2028 | $1,304 | | 2029 | $1,333 | | 2030 and thereafter | $4,858 | | Total lease payments | $12,198 | | Less: imputed interest | $(2,296) | | Total | $9,902 | [7. Investments](index=14&type=section&id=7.%20INVESTMENTS) The company holds an equity method investment in eFinancialCareers (eFC) at $1.8 million, recognizing negligible income from it in H1 2025 compared to $0.3 million in H1 2024. Another investment in a values-based career destination company was fully impaired by Q1 2024, resulting in a $0.4 million loss, and a tech skills assessment company investment is recorded at zero - Investment in eFinancialCareers (eFC) is recorded at **$1.8 million** as of June 30, 2025 and December 31, 2024, accounted for under the equity method[46](index=46&type=chunk)[47](index=47&type=chunk) - Income from eFC was approximately **zero** for Q2 and H1 2025, compared to **$0.2 million** (Q2 2024) and **$0.3 million** (H1 2024)[47](index=47&type=chunk) - An investment in a values-based career destination company was fully impaired by Q1 2024, resulting in a **$0.4 million impairment loss** in H1 2024[53](index=53&type=chunk) - A **6.6% interest** in a tech skills assessment company is recorded at **zero** as of June 30, 2025 and December 31, 2024, with no gain or loss recognized in the current periods[54](index=54&type=chunk) [8. Acquired Intangible Assets, Net](index=15&type=section&id=8.%20ACQUIRED%20INTANGIBLE%20ASSETS%2C%20NET) The company holds an indefinite-lived acquired intangible asset of $23.8 million related to the Dice trademarks and brand name. An annual impairment test is performed on October 1, and no impairment was recorded for the three and six months ended June 30, 2025 and 2024, with no indicators of impairment in Q2 2025 - Indefinite-lived acquired intangible asset of **$23.8 million** related to Dice trademarks and brand name as of June 30, 2025 and December 31, 2024[55](index=55&type=chunk) - Annual impairment test for Dice trademarks and brand name is performed on October 1; no impairment was recorded for the three and six months ended June 30, 2025 and 2024[55](index=55&type=chunk)[58](index=58&type=chunk) - Fair values are determined using a profit allocation methodology, and future cash flows attributable to the Dice brand are critical to avoiding impairment[56](index=56&type=chunk)[57](index=57&type=chunk) [9. Goodwill](index=15&type=section&id=9.%20GOODWILL) Goodwill decreased from $128.1 million at December 31, 2024, to $120.3 million at June 30, 2025, primarily due to a $7.8 million impairment charge in the Dice reporting unit during Q1 2025 following an organizational restructuring. The goodwill was reallocated to ClearanceJobs ($97.4 million) and Dice ($30.7 million) based on relative fair values Goodwill Allocation and Impairment | Item | Tech-focused ($) | ClearanceJobs ($) | Dice ($) | Total ($) | | :---------------------------- | :----------- | :------------ | :------ | :-------- | | Goodwill at December 31, 2024 | $128,100 | $0 | $0 | $128,100 | | Segment Change | $(128,100) | $97,431 | $30,669 | $0 | | Goodwill at January 13, 2025 | $0 | $97,431 | $30,669 | $128,100 | | Impairment | $0 | $0 | $(7,800) | $(7,800) | | Goodwill at June 30, 2025 | $0 | $97,431 | $22,869 | $120,300 | - Organizational restructuring in Q1 2025 led to an interim impairment test and reallocation of goodwill from Tech-focused to two new reporting units: ClearanceJobs and Dice[59](index=59&type=chunk)[61](index=61&type=chunk) - A **$7.8 million impairment charge** was recorded for the Dice reporting unit during Q1 2025, with an identified **$0.4 million understatement** in the initial Q1 2025 charge[62](index=62&type=chunk)[66](index=66&type=chunk) - No impairment indicators for ClearanceJobs and Dice reporting units for Q2 2025; annual impairment test is performed on October 1[65](index=65&type=chunk) [10. Indebtedness](index=16&type=section&id=10.%20INDEBTEDNESS) The company has a $100 million revolving loan facility (expandable to $150 million) under a Credit Agreement maturing in June 2027. As of June 30, 2025, $30.0 million was borrowed, with $41.0 million available. Interest rates are variable (SOFR/base rate plus margin) and the company was in compliance with all financial covenants - Credit Agreement provides a **$100 million revolving loan facility** (expandable to **$150 million**), maturing in June 2027[69](index=69&type=chunk) Revolving Credit Facility Details | Item | June 30, 2025 ($) | December 31, 2024 ($) | | :-------------------------------------- | :------------ | :---------------- | | Long-term debt under revolving credit facility | $30,000 | $32,000 | | Available to be borrowed | $41,000 | $56,000 | | Interest margin | 2.10 % | 2.10 % | | Actual interest rates | 6.43 % | 6.46 % | | Commitment fee | 0.35 % | 0.35 % | - Borrowings bear interest at SOFR or a base rate plus a margin (**2.00%-2.75%** for SOFR/SONIA, **1.00%-1.75%** for base rate, plus **0.10%** spread)[70](index=70&type=chunk) - The company was in compliance with all financial covenants (including consolidated leverage ratio and interest coverage ratio) as of June 30, 2025[71](index=71&type=chunk) [11. Commitments and Contingencies](index=18&type=section&id=11.%20COMMITMENTS%20AND%20CONTINGENCIES) The company is subject to various claims and lawsuits in the ordinary course of business, for which provisions are recorded when probable and estimable. Management believes the final resolution of these matters will not materially affect financial condition, operations, or liquidity. Tax contingencies are also reserved for - The Company is subject to various claims from taxing authorities, lawsuits, and other complaints arising in the ordinary course of business[77](index=77&type=chunk) - Provisions for losses are recorded when claims are probable and estimable; management believes final resolution will not materially affect financial condition, operations, or liquidity[77](index=77&type=chunk) - Reserves are maintained for potential examination adjustments to income taxes and accrual of indirect taxes[78](index=78&type=chunk) [12. Equity Transactions](index=18&type=section&id=12.%20EQUITY%20TRANSACTIONS) The Board approved a $5 million stock repurchase program in February 2025, with $2.5 million remaining as of June 30, 2025. The company repurchased 1.18 million shares for $2.46 million in H1 2025 under this plan. Additionally, shares are repurchased to cover tax obligations from employee restricted stock/PSU vesting. A Section 382 Rights Plan was adopted in January 2025 to protect net capital loss carryforwards by deterring ownership accumulation of 4.99% or more - Board approved a new **$5 million stock repurchase program** in February 2025, valid through February 2026[79](index=79&type=chunk) - As of June 30, 2025, **$2.5 million** of shares may yet be purchased under the current plan[81](index=81&type=chunk) Stock Repurchase Program Activity | Period | Total Number of Shares Purchased | Average Price Paid per Share ($) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs ($) | | :------------------------------------ | :----------------- | :------------------------------- | :------------------------------------------------------------------------------- | :--------------------------------------------------------------------------------------- | | Three Months Ended June 30, 2025 | 865,585 | $2.06 | 865,585 | $2,541,108 | | Six Months Ended June 30, 2025 | 1,177,351 | $2.09 | 1,177,351 | $2,541,108 | | Three Months Ended June 30, 2024 | — | — | — | — | | Six Months Ended June 30, 2024 | — | — | — | — | - Adopted a Section 382 Rights Plan on January 28, 2025, to protect net capital loss carryforwards by deterring beneficial ownership of **4.99% or more** without Board approval[87](index=87&type=chunk)[88](index=88&type=chunk) [13. Stock-Based Compensation](index=20&type=section&id=13.%20STOCK-BASED%20COMPENSATION) The company recorded $1.5 million in stock-based compensation expense for Q2 2025 and $2.6 million for H1 2025, with $7.7 million unrecognized expense remaining. Restricted stock vests over one to three years, and PSUs vest over three years after a one-year performance period based on bookings targets. The Employee Stock Purchase Plan (ESPP) allows eligible employees to purchase shares at a discount - Total stock-based compensation expense was **$1.5 million** for Q2 2025 and **$2.6 million** for H1 2025[94](index=94&type=chunk) - **$7.7 million** of unrecognized compensation expense related to unvested awards, expected to be recognized over a weighted-average period of approximately **1.0 years**[94](index=94&type=chunk) - Restricted stock vests over one year for Board members and three years for employees, while PSUs vest over three years after a one-year performance period based on bookings targets[96](index=96&type=chunk)[98](index=98&type=chunk) - ESPP allows eligible employees to purchase common stock at **85%** of the lower of the opening or closing stock price during six-month offering periods[103](index=103&type=chunk) [14. Income Taxes](index=22&type=section&id=14.%20INCOME%20TAXES) The effective tax rate was 56% for Q2 2025 and 10% for H1 2025, differing significantly from statutory rates due to share-based compensation tax impacts, a federal tax examination benefit related to research credits, and non-deductible impairment charges. The company is evaluating the impact of the recently signed One Big Beautiful Bill Act (OBBBA) Effective Tax Rate | Period | Effective Tax Rate | | :----------------------------------- | :----------------- | | Three Months Ended June 30, 2025 | 56% | | Six Months Ended June 30, 2025 | 10% | | Three Months Ended June 30, 2024 | 29% | | Six Months Ended June 30, 2024 | 127% | - Effective tax rate for H1 2025 impacted by **$0.6 million tax expense** from share-based compensation, **$1.9 million tax expense** from nondeductible impairment charges, and a **$0.4 million tax benefit** from federal tax examination related to research credits[107](index=107&type=chunk)[172](index=172&type=chunk) - The company is evaluating the impacts of the One Big Beautiful Bill Act (OBBBA), signed into law on July 4, 2025, on its financial statements[104](index=104&type=chunk) [15. Earnings Per Share](index=22&type=section&id=15.%20EARNINGS%20PER%20SHARE) Basic and diluted EPS for Q2 2025 was $(0.02) and for H1 2025 was $(0.23), a decrease from Q2 2024 ($0.02) and H1 2024 ($(0.01)), primarily due to lower operating income, restructuring charges, and goodwill impairment, partially offset by an income tax benefit Earnings Per Share Summary | Item | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :---------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $(841) | $943 | $(10,592) | $(569) | | Basic earnings (loss) per share | $(0.02) | $0.02 | $(0.23) | $(0.01) | | Diluted earnings (loss) per share | $(0.02) | $0.02 | $(0.23) | $(0.01) | | Weighted-average basic shares outstanding | 45,354 | 44,569 | 45,429 | 44,386 | | Weighted-average diluted shares outstanding | 45,354 | 45,037 | 45,429 | 44,386 | - Decrease in EPS for Q2 and H1 2025 was driven by lower operating income, restructuring charges, and goodwill impairment, partially offset by an income tax benefit[156](index=156&type=chunk)[173](index=173&type=chunk) [16. Segment Information](index=23&type=section&id=16.%20SEGMENT%20INFORMATION) Following a Q1 2025 restructuring, DHI Group now reports two segments: ClearanceJobs (CJ) and Dice, previously a single Tech-focused segment. ClearanceJobs focuses on security-cleared professionals, while Dice serves technology and engineering talent. Adjusted EBITDA is the key performance measure used by the CEO (CODM) for resource allocation - Company changed reportable segments from one (Tech-focused) to two: ClearanceJobs (CJ) and Dice, effective Q1 2025, with prior periods recast[109](index=109&type=chunk)[110](index=110&type=chunk) - ClearanceJobs connects security-cleared professionals with employers, while Dice serves technology and engineering talent[111](index=111&type=chunk)[112](index=112&type=chunk) - Adjusted EBITDA is the measure of segment profit or loss used by the Chief Executive Officer (CODM) for resource allocation and performance evaluation[114](index=114&type=chunk) Segment Revenue | Segment | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | ClearanceJobs | $6,072 | $5,957 | $11,777 | $11,416 | | Dice | $4,169 | $4,829 | $7,597 | $9,823 | | Total | $10,241 | $10,786 | $19,374 | $21,239 | Segment Adjusted EBITDA | Segment | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | ClearanceJobs | $306 | $659 | $647 | $1,394 | | Dice | $1,594 | $2,565 | $3,221 | $5,250 | | Total | $1,900 | $3,224 | $3,868 | $6,644 | [17. Subsequent Event](index=25&type=section&id=17.%20SUBSEQUENT%20EVENT) On July 31, 2025, DHI Group acquired substantially all assets and liabilities of Agile Onboarding, LLC for an estimated $2.0 million, including an upfront payment of $1.5 million and a potential $0.5 million earn-out - On July 31, 2025, the Company acquired Agile Onboarding, LLC[124](index=124&type=chunk) - Purchase price estimated at **$2.0 million**, including **$1.5 million upfront** and **$0.5 million earn-out** based on performance criteria within two years[124](index=124&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's discussion and analysis of DHI Group's financial condition and results of operations for the current reporting periods [Overview](index=27&type=section&id=Overview) DHI Group provides software products and online tools for career marketplaces, specializing in technology and security-cleared professions through its ClearanceJobs and Dice brands. The company transitioned from a single "Tech-focused" segment to two distinct segments (ClearanceJobs and Dice) in Q1 2025 to reflect its current operating structure - DHI provides software products, online tools, and services for career marketplaces, specializing in technology and active government security clearance professionals[128](index=128&type=chunk) - Operates two brands, ClearanceJobs and Dice, which serve as online two-sided marketplaces for employers/recruiters and technologists[128](index=128&type=chunk)[129](index=129&type=chunk) - Changed reportable segments from one (Tech-focused) to two (ClearanceJobs and Dice) in Q1 2025 due to organizational restructuring[130](index=130&type=chunk) [Our Revenue and Expenses](index=27&type=section&id=Our%20Revenue%20and%20Expenses) The majority of DHI's revenue comes from recruitment packages, which comprise over 90% of total revenue. ClearanceJobs saw a 7% decrease in customers but a 7% increase in average annual revenue per customer in Q2 2025 YoY, while Dice experienced a 13% decrease in customers and a 5% decrease in average annual revenue per customer due to macroeconomic conditions. Backlog decreased by 3% from December 31, 2024, and 2% YoY, reflecting lower demand - Over **90% of total revenue** is derived from recruitment packages, which include access to resume databases and job posting capabilities[131](index=131&type=chunk) Customer Count | Brand | As of June 30, 2025 | As of June 30, 2024 | Increase (Decrease) | Percent Change | | :------------ | :------------------ | :------------------ | :------------------ | :------------- | | ClearanceJobs | 1,868 | 2,009 | (141) | (7)% | | Dice | 4,365 | 5,031 | (666) | (13)% | Average Annual Revenue Per Customer | Brand | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Increase (Decrease) ($) | Percent Change | | :------------ | :------------------------------- | :------------------------------- | :------------------ | :------------- | | ClearanceJobs | $26,026 | $24,275 | $1,751 | 7% | | Dice | $15,434 | $16,294 | $(860) | (5)% | - ClearanceJobs' increased revenue per customer was due to high demand for security-cleared professionals and product enhancements, despite lower renewals for smaller customers[133](index=133&type=chunk) - Dice's decrease in customers and revenue per customer was due to macroeconomic conditions impacting renewal rates and new business activity[134](index=134&type=chunk) Backlog | Item | June 30, 2025 ($) | December 31, 2024 ($) | Increase (Decrease) vs. Dec 31, 2024 ($) | Percent Change vs. Dec 31, 2024 | June 30, 2024 ($) | Increase (Decrease) vs. June 30, 2024 ($) | Percent Change vs. June 30, 2024 | | :------------------------ | :------------ | :---------------- | :----------------------------------- | :------------------------------ | :------------ | :------------------------------------ | :------------------------------- | | Deferred Revenue | $46,858 | $45,456 | $1,402 | 3% | $52,268 | $(5,410) | (10)% | | Contractual commitments not invoiced | $54,316 | $59,294 | $(4,978) | (8)% | $51,431 | $2,885 | 6% | | Backlog | $101,174 | $104,750 | $(3,576) | (3)% | $103,699 | $(2,525) | (2)% | [Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024](index=29&type=section&id=Three%20Months%20Ended%20June%2030%2C%202025%20Compared%20to%20the%20Three%20Months%20Ended%20June%2030%2C%202024) For the three months ended June 30, 2025, DHI Group experienced an 11% decrease in total revenue, primarily driven by an 18% decline in Dice revenue due to macroeconomic conditions. Operating income shifted to a loss of $1.3 million, impacted by lower revenues and a $4.2 million restructuring charge. EPS decreased to $(0.02) from $0.02 in the prior year [Revenue](index=29&type=section&id=Revenue_Q2) Revenue by Brand | Brand | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Increase (Decrease) ($) | Percent Change | | :------------ | :------------------------------- | :------------------------------- | :------------------ | :------------- | | ClearanceJobs | $13,626 | $13,528 | $98 | 1% | | Dice | $18,401 | $22,305 | $(3,904) | (18)% | | Total revenue | $32,027 | $35,833 | $(3,806) | (11)% | - ClearanceJobs revenue increased **1%** due to continued demand for government clearance professionals and product enhancements[144](index=144&type=chunk) - Dice revenue decreased **18%** due to macroeconomic conditions leading to lower renewal rates, new business activity, and non-annual product activity[144](index=144&type=chunk) [Cost of Revenue](index=29&type=section&id=Cost%20of%20Revenue_Q2) Cost of Revenue by Segment | Item | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Increase (Decrease) ($) | Percent Change | | :------------------------ | :------------------------------- | :------------------------------- | :------------------ | :------------- | | ClearanceJobs | $1,661 | $1,549 | $112 | 7% | | Dice | $3,453 | $3,585 | $(132) | (4)% | | Other corporate expenses | $0 | $66 | $(66) | (100)% | | Total cost of revenue | $5,114 | $5,200 | $(86) | (2)% | | Percentage of revenue | 16.0% | 14.5% | | | - Dice segment's cost of revenue decreased **$0.1 million**, primarily due to a **$0.4 million decrease** in compensation costs (lower headcount), partially offset by **$0.2 million increase** in operational costs and **$0.1 million lower** capitalized labor[145](index=145&type=chunk) [Product Development Expenses](index=30&type=section&id=Product%20Development%20Expenses_Q2) Product Development Expenses by Segment | Item | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Increase (Decrease) ($) | Percent Change | | :------------------------ | :------------------------------- | :------------------------------- | :------------------ | :------------- | | ClearanceJobs | $1,216 | $1,174 | $42 | 4% | | Dice | $1,921 | $3,555 | $(1,634) | (46)% | | Other corporate expenses | $1 | $0 | $1 | n.m. | | Total product development | $3,138 | $4,729 | $(1,591) | (34)% | | Percentage of revenue | 9.8% | 13.2% | | | - Dice segment's product development expenses decreased **$1.6 million**, primarily due to **$2.5 million lower** compensation costs (lower headcount), partially offset by **$0.9 million lower** capitalized labor[146](index=146&type=chunk) [Sales and Marketing Expenses](index=30&type=section&id=Sales%20and%20Marketing%20Expenses_Q2) Sales and Marketing Expenses by Segment | Item | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Increase (Decrease) ($) | Percent Change | | :------------------------ | :------------------------------- | :------------------------------- | :------------------ | :------------- | | ClearanceJobs | $3,664 | $3,746 | $(82) | (2)% | | Dice | $6,882 | $8,093 | $(1,211) | (15)% | | Other corporate expenses | $0 | $180 | $(180) | n.m. | | Total sales and marketing | $10,546 | $12,019 | $(1,473) | (12)% | | Percentage of revenue | 32.9% | 33.5% | | | - Dice segment's sales and marketing expenses decreased **$1.2 million**, with **$1.0 million** from lower compensation costs (headcount) and **$0.3 million** from lower discretionary marketing[147](index=147&type=chunk) [General and Administrative Expenses](index=30&type=section&id=General%20and%20Administrative%20Expenses_Q2) General and Administrative Expenses by Segment | Item | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Increase (Decrease) ($) | Percent Change | | :------------------------ | :------------------------------- | :------------------------------- | :------------------ | :------------- | | ClearanceJobs | $1,226 | $1,494 | $(268) | (18)% | | Dice | $2,373 | $2,967 | $(594) | (20)% | | Other corporate expenses | $2,918 | $2,835 | $83 | 3% | | Total G&A | $6,517 | $7,296 | $(779) | (11)% | | Percentage of revenue | 20.3% | 20.4% | | | - ClearanceJobs G&A decreased **$0.3 million** due to lower compensation (stock-based). Dice G&A decreased **$0.6 million** from lower operational costs (**$0.3 million**) and compensation (**$0.2 million**)[148](index=148&type=chunk) [Depreciation](index=31&type=section&id=Depreciation_Q2) Depreciation by Segment | Item | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Increase (Decrease) ($) | Percent Change | | :------------------------ | :------------------------------- | :------------------------------- | :------------------ | :------------- | | ClearanceJobs | $881 | $672 | $209 | 31% | | Dice | $2,880 | $3,914 | $(1,034) | (26)% | | Other corporate expenses | $0 | $0 | $0 | n.m. | | Total Depreciation | $3,761 | $4,586 | $(825) | (18)% | | Percentage of revenue | 11.7% | 12.8% | | | - ClearanceJobs depreciation increased **$0.2 million** due to capitalized development costs. Dice depreciation decreased **$1.0 million** as fixed asset purchases (primarily capitalized development costs) declined[149](index=149&type=chunk) [Restructuring](index=31&type=section&id=Restructuring_Q2) Restructuring Charges by Segment | Item | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Increase (Decrease) ($) | Percent Change | | :------------------------ | :------------------------------- | :------------------------------- | :------------------ | :------------- | | ClearanceJobs | $372 | $0 | $372 | n.m. | | Dice | $3,844 | $0 | $3,844 | n.m. | | Other corporate expenses | $0 | $0 | $0 | n.m. | | Total Restructuring | $4,216 | $0 | $4,216 | n/a | | Percentage of revenue | 13.2% | 0% | | | - The **$4.2 million restructuring charge** in Q2 2025 was intended to streamline operations, drive business objectives, reduce operating expenses, and improve operating margins[150](index=150&type=chunk) [Operating Income (Loss)](index=31&type=section&id=Operating%20Income%20(Loss)_Q2) Operating Income (Loss) Summary | Item | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Increase (Decrease) ($) | Percent Change | | :---------------- | :------------------------------- | :------------------------------- | :------------------ | :------------- | | Revenue | $32,027 | $35,833 | $(3,806) | (11)% | | Operating income (loss) | $(1,265) | $2,003 | $(3,268) | (163)% | | Operating margin | (3.9)% | 5.6% | | | - The shift to an operating loss was driven by lower revenues and the restructuring charge, partially offset by lower product development and sales and marketing expenses[151](index=151&type=chunk) [Income from Equity Method Investment](index=32&type=section&id=Income%20from%20Equity%20Method%20Investment_Q2) Income from Equity Method Investment | Item | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Increase (Decrease) ($) | Percent Change | | :---------------------------------- | :------------------------------- | :------------------------------- | :------------------ | :------------- | | Income from equity method investment | $(37) | $168 | $(205) | (122)% | | Percentage of revenue | (0.1)% | 0.5% | | | - The company recorded approximately **zero income** from eFinancialCareer's net income in Q2 2025, compared to **$0.2 million** in Q2 2024[152](index=152&type=chunk) [Interest Expense and Other](index=32&type=section&id=Interest%20Expense%20and%20Other_Q2) Interest Expense and Other | Item | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Increase (Decrease) ($) | Percent Change | | :------------------------ | :------------------------------- | :------------------------------- | :------------------ | :------------- | | Interest expense and other | $619 | $845 | $(226) | (27)% | | Percentage of revenue | 1.9% | 2.4% | | | - Decrease driven by lower debt outstanding and lower interest rates on the revolving credit facility[154](index=154&type=chunk) [Income Taxes](index=32&type=section&id=Income%20Taxes_Q2) Income Taxes Summary | Item | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | | :---------------------------- | :------------------------------- | :------------------------------- | | Income (loss) before income taxes | $(1,921) | $1,326 | | Income tax expense (benefit) | $(1,080) | $383 | | Effective tax rate | 56.2% | 28.9% | - Q2 2025 effective tax rate impacted by **$0.1 million tax expense** from share-based compensation and a **$0.4 million tax benefit** from a federal tax examination related to research credits[155](index=155&type=chunk) [Earnings (Loss) per Share](index=32&type=section&id=Earnings%20(Loss)%20per%20Share_Q2) Earnings (Loss) per Share | Item | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | | :---------------------------------- | :------------------------------- | :------------------------------- | | Net income (loss) | $(841) | $943 | | Basic earnings (loss) per share | $(0.02) | $0.02 | | Diluted earnings (loss) per share | $(0.02) | $0.02 | - Decrease in EPS driven by lower operating income, partially offset by an income tax benefit[156](index=156&type=chunk) [Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024](index=33&type=section&id=Six%20Months%20Ended%20June%2030%2C%202025%20Compared%20to%20the%20Six%20Months%20Ended%20June%2030%2C%202024) For the six months ended June 30, 2025, DHI Group's total revenue decreased by 10%, with Dice revenue declining 18% due to macroeconomic conditions. Operating income shifted to a $10.5 million loss, a significant decrease from a $4.0 million profit in the prior year, primarily due to lower revenues, $6.5 million in restructuring charges, and a $7.8 million goodwill impairment. Diluted EPS was $(0.23) compared to $(0.01) in H1 2024 [Revenue](index=33&type=section&id=Revenue_H1) Revenue by Brand | Brand | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | Increase (Decrease) ($) | Percent Change | | :------------ | :----------------------------- | :----------------------------- | :------------------ | :------------- | | ClearanceJobs | $27,003 | $26,533 | $470 | 2% | | Dice | $37,325 | $45,325 | $(8,000) | (18)% | | Total revenue | $64,328 | $71,858 | $(7,530) | (10)% | - ClearanceJobs revenue increased **2%** due to continued demand for government clearance professionals and product enhancements[158](index=158&type=chunk) - Dice revenue decreased **18%** due to macroeconomic conditions leading to lower renewal rates, new business activity, and non-annual product activity[158](index=158&type=chunk) [Cost of Revenue](index=33&type=section&id=Cost%20of%20Revenue_H1) Cost of Revenue by Segment | Item | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | Increase (Decrease) ($) | Percent Change | | :------------------------ | :----------------------------- | :----------------------------- | :------------------ | :------------- | | ClearanceJobs | $3,444 | $3,036 | $408 | 13% | | Dice | $6,970 | $6,975 | $(5) | 0% | | Other corporate expenses | $66 | $66 | $0 | 0% | | Total cost of revenue | $10,480 | $10,077 | $403 | 4% | | Percentage of revenue | 16.3% | 14.0% | | | - ClearanceJobs cost of revenue increased **$0.4 million** due to **$0.2 million** in compensation and **$0.1 million** in marketing event costs[159](index=159&type=chunk) - Dice cost of revenue was flat, with **$0.4 million decrease** in compensation (lower headcount) offset by increases in other operational costs[159](index=159&type=chunk) [Product Development Expenses](index=34&type=section&id=Product%20Development%20Expenses_H1) Product Development Expenses by Segment | Item | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | Increase (Decrease) ($) | Percent Change | | :------------------------ | :----------------------------- | :----------------------------- | :------------------ | :------------- | | ClearanceJobs | $2,568 | $2,263 | $305 | 13% | | Dice | $4,197 | $7,264 | $(3,067) | (42)% | | Other corporate expenses | $215 | $0 | $215 | n.m. | | Total product development | $6,980 | $9,527 | $(2,547) | (27)% | | Percentage of revenue | 10.9% | 13.3% | | | - Dice segment's product development expenses decreased **$3.1 million**, primarily due to lower compensation costs from reduced headcount[160](index=160&type=chunk) - ClearanceJobs segment increased **$0.3 million** due to lower capitalized labor (**$0.3 million**) and higher operational costs (**$0.2 million**), partially offset by lower compensation (**$0.2 million**)[160](index=160&type=chunk) [Sales and Marketing Expenses](index=34&type=section&id=Sales%20and%20Marketing%20Expenses_H1) Sales and Marketing Expenses by Segment | Item | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | Increase (Decrease) ($) | Percent Change | | :------------------------ | :----------------------------- | :----------------------------- | :------------------ | :------------- | | ClearanceJobs | $7,311 | $7,656 | $(345) | (5)% | | Dice | $14,276 | $16,881 | $(2,605) | (15)% | | Other corporate expenses | $82 | $180 | $(98) | (54)% | | Total sales and marketing | $21,669 | $24,717 | $(3,048) | (12)% | | Percentage of revenue | 33.7% | 34.4% | | | - Dice segment's sales and marketing expenses decreased **$2.6 million**, driven by **$1.8 million lower** compensation (headcount), **$0.6 million lower** discretionary marketing, and **$0.2 million lower** operational costs[162](index=162&type=chunk) - ClearanceJobs segment decreased **$0.3 million** due to lower compensation (headcount), partially offset by higher commissions[162](index=162&type=chunk) [General and Administrative Expenses](index=34&type=section&id=General%20and%20Administrative%20Expenses_H1) General and Administrative Expenses by Segment | Item | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | Increase (Decrease) ($) | Percent Change | | :------------------------ | :----------------------------- | :----------------------------- | :------------------ | :------------- | | ClearanceJobs | $2,607 | $2,952 | $(345) | (12)% | | Dice | $5,361 | $5,844 | $(483) | (8)% | | Other corporate expenses | $5,746 | $5,727 | $19 | 0% | | Total G&A | $13,714 | $14,523 | $(809) | (6)% | | Percentage of revenue | 21.3% | 20.2% | | | - ClearanceJobs G&A decreased **$0.3 million** due to lower compensation (stock-based and headcount). Dice G&A decreased **$0.5 million** from lower compensation (**$0.3 million**) and operational costs (**$0.2 million**)[163](index=163&type=chunk) [Depreciation](index=34&type=section&id=Depreciation_H1) Depreciation by Segment | Item | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | Increase (Decrease) ($) | Percent Change | | :------------------------ | :----------------------------- | :----------------------------- | :------------------ | :------------- | | ClearanceJobs | $1,576 | $1,324 | $252 | 19% | | Dice | $6,169 | $7,718 | $(1,549) | (20)% | | Other corporate expenses | $0 | $0 | $0 | n.m. | | Total depreciation | $7,745 | $9,042 | $(1,297) | (14)% | | Percentage of revenue | 12.0% | 12.6% | | | - ClearanceJobs depreciation increased **$0.3 million** due to capitalized development costs. Dice depreciation decreased **$1.5 million** as fixed asset purchases (primarily capitalized development costs) declined[164](index=164&type=chunk) [Restructuring](index=35&type=section&id=Restructuring_H1) Restructuring Charges by Segment | Item | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | Increase (Decrease) ($) | Percent Change | | :------------------------ | :----------------------------- | :----------------------------- | :------------------ | :------------- | | ClearanceJobs | $372 | $0 | $372 | n.m. | | Dice | $3,844 | $0 | $3,844 | n.m. | | Other corporate expenses | $2,270 | $0 | $2,270 | n.m. | | Total restructuring | $6,486 | $0 | $6,486 | n.m. | | Percentage of revenue | 10.1% | 0% | | | - The **$6.5 million restructuring charges** in H1 2025 were intended to streamline operations, drive business objectives, reduce operating expenses, and improve operating margins[165](index=165&type=chunk) [Impairment of Goodwill](index=35&type=section&id=Impairment%20of%20Goodwill_H1) Goodwill Impairment by Segment | Item | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | Increase (Decrease) ($) | Percent Change | | :------------------------ | :----------------------------- | :----------------------------- | :------------------ | :------------- | | ClearanceJobs | $0 | $0 | $0 | n.m. | | Dice | $7,800 | $0 | $7,800 | n.m. | | Other corporate expenses | $0 | $0 | $0 | n.m. | | Total impairment of goodwill | $7,800 | $0 | $7,800 | n.m. | | Percentage of revenue | 12.1% | 0% | | | - The **$7.8 million goodwill impairment loss** in H1 2025 was entirely related to the Dice segment following the organizational restructuring[166](index=166&type=chunk)[123](index=123&type=chunk) [Operating Income](index=35&type=section&id=Operating%20Income_H1) Operating Income Summary | Item | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | Increase (Decrease) ($) | Percent Change | | :---------------- | :----------------------------- | :----------------------------- | :------------------ | :------------- | | Revenue | $64,328 | $71,858 | $(7,530) | (10)% | | Operating income | $(10,546) | $3,972 | $(14,518) | (366)% | | Operating margin | (16.4)% | 5.5% | | | - The decrease in operating income and margin was primarily driven by lower revenues, restructuring charges, and goodwill impairment, partially offset by lower product development and sales and marketing expense[167](index=167&type=chunk) [Income from Equity Method Investment](index=36&type=section&id=Income%20from%20Equity%20Method%20Investment_H1) Income from Equity Method Investment | Item | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | Decrease ($) | Percent Change | | :---------------------------------- | :----------------------------- | :----------------------------- | :------- | :------------- | | Income from equity method investment | $27 | $302 | $(275) | (91)% | | Percentage of revenue | 0.0% | 0.4% | | | - The company recorded approximately **zero income** from eFinancialCareer's net income in H1 2025, compared to **$0.3 million** in H1 2024[169](index=169&type=chunk) [Impairment of Investment](index=36&type=section&id=Impairment%20of%20Investment_H1) Impairment of Investment | Item | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | Decrease ($) | Percent Change | | :------------------------ | :----------------------------- | :----------------------------- | :------- | :------------- | | Impairment of investment | $0 | $400 | $(400) | (100)% | | Percentage of revenue | 0% | 0.6% | | | - A **$0.4 million impairment loss** was recognized in H1 2024 due to the deterioration of an investment's financial position[170](index=170&type=chunk) [Interest Expense and Other](index=36&type=section&id=Interest%20Expense%20and%20Other_H1) Interest Expense and Other | Item | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | Decrease ($) | Percent Change | | :------------------------ | :----------------------------- | :----------------------------- | :------- | :------------- | | Interest expense and other | $1,279 | $1,791 | $(512) | (29)% | | Percentage of revenue | 2.5% | 2.0% | | | - Decrease driven by lower debt outstanding and lower interest rates on the revolving credit facility[171](index=171&type=chunk) [Income Taxes](index=36&type=section&id=Income%20Taxes_H1) Income Taxes Summary | Item | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :---------------------------- | :----------------------------- | :----------------------------- | | Income before income taxes | $(11,798) | $2,083 | | Income tax expense (benefit) | $(1,206) | $2,652 | | Effective tax rate | 10.2% | 127.3% | - H1 2025 effective tax rate impacted by **$0.6 million tax expense** from share-based compensation, **$1.9 million tax expense** from nondeductible impairment charges, and a **$0.4 million tax benefit** from a federal tax examination related to research credits[172](index=172&type=chunk) [Earnings (Loss) per Share](index=37&type=section&id=Earnings%20(Loss)%20per%20Share_H1) Earnings (Loss) per Share | Item | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :---------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $(10,592) | $(569) | | Basic earnings (loss) per share | $(0.23) | $(0.01) | | Diluted earnings (loss) per share | $(0.23) | $(0.01) | - Decrease in EPS driven by lower operating income, restructuring charges, and goodwill impairment, partially offset by an income tax benefit[173](index=173&type=chunk) [Non-GAAP Financial Measures](index=38&type=section&id=Non-GAAP%20Financial%20Measures) This section discusses the company's non-GAAP financial measures, including Adjusted EBITDA and Adjusted EBITDA Margin, used for performance evaluation [Adjusted EBITDA and Adjusted EBITDA Margin](index=38&type=section&id=Adjusted%20EBITDA%20and%20Adjusted%20EBITDA%20Margin) Adjusted EBITDA for H1 2025 was $15.5 million (24% margin), down from $17.5 million (24% margin) in H1 2024. This non-GAAP measure is used by management for internal monitoring, planning, and performance evaluation, excluding items like interest, taxes, depreciation, amortization, stock-based compensation, and impairment charges - Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures used by management for internal monitoring, planning, and performance evaluation[176](index=176&type=chunk) - Adjusted EBITDA excludes interest expense, income tax expense, depreciation and amortization, non-cash stock-based compensation, impairment charges, restructuring charges, and other non-recurring items[176](index=176&type=chunk) Adjusted EBITDA Reconciliation | Item | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :-------------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(10,592) | $(569) | | Interest expense | $1,279 | $1,791 | | Income tax expense (benefit) | $(1,206) | $2,652 | | Depreciation | $7,745 | $9,042 | | Non-cash stock-based compensation | $2,599 | $4,304 | | Income from equity method investment | $(27) | $(302) | | Impairment of investment | $0 | $400 | | Impairment of goodwill | $7,800 | $0 | | Severance, professional fees and related costs | $1,391 | $223 | | Restructuring | $6,486 | $0 | | Adjusted EBITDA | $15,475 | $17,541 | Adjusted EBITDA Margin | Item | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :-------------------- | :----------------------------- | :----------------------------- | | Revenue | $64,328 | $71,858 | | Adjusted EBITDA | $15,475 | $17,541 | | Adjusted EBITDA Margin | 24% | 24% | [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) This section details the company's liquidity sources, capital resources, and cash flow activities, including operating, investing, and financing [Cash Flows](index=40&type=section&id=Cash%20Flows) Cash decreased from $3.7 million at December 31, 2024, to $2.8 million at June 30, 2025. Operating activities provided $9.1 million, investing activities used $4.2 million, and financing activities used $5.8 million in H1 2025 Cash Flow Summary | Item | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :---------------------------- | :----------------------------- | :----------------------------- | | Cash from operating activities | $9,114 | $11,150 | | Cash used in investing activities | $(4,185) | $(7,913) | | Cash used in financing activities | $(5,849) | $(4,488) | - Cash balance at June 30, 2025, was **$2.8 million**, down from **$3.7 million** at December 31, 2024[182](index=182&type=chunk) [Liquidity](index=40&type=section&id=Liquidity) The company's primary liquidity sources are cash, operating cash flow, and $41.0 million available under its $100 million revolving credit facility. Management believes these sources are sufficient for anticipated cash requirements for at least the next 12 months - Principal internal sources of liquidity are cash, cash flow from operations, and **$41.0 million** available borrowing capacity under the **$100 million Credit Agreement** as of June 30, 2025[183](index=183&type=chunk) - Management believes existing liquidity sources are sufficient to satisfy anticipated cash requirements for at least the next 12 months and the foreseeable future[183](index=183&type=chunk) [Operating Activities](index=40&type=section&id=Operating%20Activities) Net cash from operating activities decreased by $2.1 million to $9.1 million in H1 2025 compared to H1 2024, primarily due to lower billings and cash receipts from customers, partially offset by reduced employee payments from lower headcount - Net cash flows from operating activities were **$9.1 million** for H1 2025, a decrease of **$2.1 million** from **$11.2 million** in H1 2024[184](index=184&type=chunk) - Decrease driven by lower billings and cash receipts from customers, partially offset by lower payments to employees due to reduced headcount[184](index=184&type=chunk) [Investing Activities](index=40&type=section&id=Investing%20Activities) Cash used in investing activities decreased to $4.2 million in H1 2025 from $7.9 million in H1 2024, primarily due to lower capitalized development costs - Cash used in investing activities was **$4.2 million** for H1 2025, down from **$7.9 million** in H1 2024[185](index=185&type=chunk) - Primarily comprised of **$3.9 million** of capitalized development costs in H1 2025, compared to **$6.6 million** in H1 2024[185](index=185&type=chunk) [Financing Activities](index=40&type=section&id=Financing%20Activities) Cash used in financing activities increased to $5.8 million in H1 2025 from $4.5 million in H1 2024, driven by higher share repurchases ($3.8 million) and net debt payments ($2.0 million) - Cash used in financing activities was **$5.8 million** for H1 2025, up from **$4.5 million** in H1 2024[186](index=186&type=chunk) - H1 2025 activities driven by **$3.8 million** in share repurchases and **$2.0 million** in net payments on long-term debt[186](index=186&type=chunk) [Critical Accounting Estimates](index=42&type=section&id=Critical%20Accounting%20Estimates) There have been no material changes to the company's critical accounting estimates compared to those described in its Annual Report on

[Executive Summary & Business Overview](index=1&type=section&id=1_ExecutiveSummary) This section provides an overview of DHI Group's Q2 2025 financial performance, management insights, company profile, and forward-looking statements [Second Quarter 2025 Financial Highlights](index=1&type=section&id=1.1_SecondQuarter2025FinancialHighlights) DHI Group reported a decline in total revenue and bookings for Q2 2025, primarily driven by a significant decrease in Dice's performance, while ClearanceJobs showed modest growth, recording a net loss due to a substantial restructuring charge, though non-GAAP EPS and Adjusted EBITDA margin improved Financial Highlights (in millions, except EPS and percentages) | Metric | Q2 2025 | Q2 2024 | Change (YoY) | % Change (YoY) | | :-------------------------------- | :-------- | :-------- | :----------- | :------------- | | **Revenue** | | | | | | Total Revenue | $32.0 | $35.8 | ($3.8) | (11)% | | ClearanceJobs Revenue | $13.6 | $13.5 | $0.1 | 1% | | Dice Revenue | $18.4 | $22.3 | ($3.9) | (18)% | | **Bookings** | | | | | | Total Bookings | $27.1 | $29.9 | ($2.8) | (10)% | | ClearanceJobs Bookings | $11.6 | $11.5 | $0.1 | 0% | | Dice Bookings | $15.6 | $18.4 | ($2.8) | (16)% | | **Profitability** | | | | | | Net Loss (Income) | ($0.8) | $0.9 | ($1.7) | (189)% | | Diluted EPS | ($0.02) | $0.02 | ($0.04) | — % | | Non-GAAP EPS | $0.07 | $0.06 | $0.01 | 17% | | Adjusted EBITDA | $8.5 | $9.0 | ($0.5) | (5)% | | Adjusted EBITDA Margin | 27% | 25% | 2% | | | ClearanceJobs Adj. EBITDA | $6.1 | $6.0 | $0.1 | 2% | | ClearanceJobs Adj. EBITDA Margin | 45% | 44% | 1% | | | Dice Adj. EBITDA | $4.2 | $4.8 | ($0.6) | (12.5)% | | Dice Adj. EBITDA Margin | 23% | 22% | 1% | | | **Cash & Debt** | | | | | | Cash Flow from Operations | $6.9 | $9.1 | ($2.2) | (24)% | | Free Cash Flow | $4.8 | $5.6 | ($0.8) | (14)% | | Cash at Quarter End | $2.8 | $3.0 | ($0.2) | (7)% | | Total Debt | $30.0 | $35.0 | ($5.0) | (14)% | - A **$4.2 million** restructuring charge was incurred, projected to yield **$14.0 million to $16.0 million** in future annualized cost savings[4](index=4&type=chunk) [Management Commentary](index=1&type=section&id=1.2_ManagementCommentary) The CEO emphasized ClearanceJobs' strategic importance and strong profitability, citing the AgileATS acquisition as a key step in expanding the GovTech footprint, while the CFO revised full-year revenue guidance downwards due to broader tech hiring headwinds but raised the full-year Adjusted EBITDA margin guidance, reflecting cost management and operational efficiency from the recent restructuring - DHI Group's CEO, Art Zeile, highlighted ClearanceJobs' strategic importance and strong profitability, noting its role in connecting employers with tech talent and the expansion of the GovTech footprint through the AgileATS acquisition[4](index=4&type=chunk)[5](index=5&type=chunk) - CFO Greg Schippers stated that DHI Group is reducing its full-year revenue guidance to **$126 million to $128 million**, with third-quarter revenue expected to be **$31 million to $32 million**, due to anticipated stabilization of the broader tech hiring environment[6](index=6&type=chunk) - The company is raising its full-year Adjusted EBITDA margin guidance to **26%**, reflecting continued cost management and operational efficiency following the recently announced restructuring[6](index=6&type=chunk) [Company Overview](index=2&type=section&id=1.3_CompanyOverview) DHI Group, Inc. is a provider of AI-powered career marketplaces, primarily through its brands ClearanceJobs and Dice, which focus on connecting recruiters with highly skilled technology professionals using a patented skills-matching algorithm - DHI Group, Inc. (NYSE: DHX) provides AI-powered career marketplaces specializing in technology roles[9](index=9&type=chunk) - The company's two main brands, ClearanceJobs and Dice, facilitate connections between recruiters and tech professionals using a patented algorithm that manages over **100,000** unique technology skills[9](index=9&type=chunk) [Conference Call Information](index=2&type=section&id=1.4_ConferenceCallInformation) DHI Group hosted a conference call on August 6, 2025, at 5:00 p.m. Eastern Time to discuss its financial results and recent developments, with access provided via dial-in and a live webcast - A conference call was scheduled for August 6, 2025, at 5:00 p.m. Eastern Time, hosted by President and CEO Art Zeile and CFO Greg Schippers[7](index=7&type=chunk) - Access to the call was available via dialing **844-890-1790** (U.S.) or **412-380-7407** (outside U.S.), and a live webcast was provided through the Investor Relations section of the company's website[8](index=8&type=chunk) [Forward-Looking Statements](index=2&type=section&id=1.5_ForwardLookingStatements) This section serves as a disclaimer, indicating that the press release contains forward-looking statements subject to numerous uncertainties and factors that could cause actual results to differ materially from projections, advising against undue reliance on these statements and listing various risks, including market competition, business model adaptation, and economic downturns - The press release contains forward-looking statements, which are subject to numerous uncertainties and factors that are difficult to predict and beyond the company's control[10](index=10&type=chunk) - Key factors that could affect actual financial results include the ability to execute the tech-focused strategy, competition, failure to adapt the business model, inability to integrate acquisitions, and economic cyclicality[11](index=11&type=chunk) - Readers are cautioned not to place undue reliance on these statements, which speak only as of their original date, and the company has no obligation to update them except as required by law[10](index=10&type=chunk)[11](index=11&type=chunk) [Financial Statements](index=7&type=section&id=2_FinancialStatements) This section presents the company's Condensed Consolidated Statements of Operations, Cash Flows, and Balance Sheets for the reported periods [Condensed Consolidated Statements of Operations](index=7&type=section&id=2.1_CondensedConsolidatedStatementsOfOperations) The Condensed Consolidated Statements of Operations show a net loss of **$0.8 million** for Q2 2025, a significant decline from a net income of **$0.9 million** in Q2 2024, primarily due to a **$4.2 million** restructuring charge and a decrease in total revenue Condensed Consolidated Statements of Operations (in thousands) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :---------------------- | :------ | :------ | :------- | :------- | | Revenue | $32,027 | $35,833 | $64,328 | $71,858 | | Total Operating Expenses | $33,292 | $33,830 | $74,874 | $67,886 | | Operating Income (Loss) | ($1,265) | $2,003 | ($10,546) | $3,972 | | Net Income (Loss) | ($841) | $943 | ($10,592) | ($569) | | Diluted EPS | ($0.02) | $0.02 | ($0.23) | ($0.01) | - A restructuring charge of **$4,216 thousand** was recorded in Q2 2025, contributing to the net loss, compared to no such charge in Q2 2024[24](index=24&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=2.2_CondensedConsolidatedStatementsOfCashFlows) The Condensed Consolidated Statements of Cash Flows indicate a decrease in net cash from operating activities for Q2 2025 compared to Q2 2024, alongside reduced cash used in investing activities due to lower fixed asset purchases, with net cash used in financing activities also decreasing Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :-------------------------------- | :------ | :------ | :------- | :------- | | Net Cash from Operating Activities | $6,866 | $9,063 | $9,114 | $11,150 | | Net Cash Used in Investing Activities | ($2,025) | ($3,471) | ($4,185) | ($7,913) | | Net Cash Used in Financing Activities | ($4,714) | ($5,877) | ($5,849) | ($4,488) | | Net Change in Cash | $127 | ($285) | ($920) | ($1,251) | | Cash, End of Period | $2,782 | $2,955 | $2,782 | $2,955 | - Purchases of fixed assets decreased by **41%** year-over-year in Q2 2025, contributing to lower cash used in investing activities[26](index=26&type=chunk)[51](index=51&type=chunk) [Condensed Consolidated Balance Sheets](index=9&type=section&id=2.3_CondensedConsolidatedBalanceSheets) The Condensed Consolidated Balance Sheets show a decrease in total assets and total liabilities from December 31, 2024, to June 30, 2025, with cash balances also declining, while deferred revenue saw a slight increase Condensed Consolidated Balance Sheets (in thousands) | Balance Sheet Item | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Cash | $2,782 | $3,702 | | Accounts Receivable, Net | $17,733 | $22,120 | | Total Current Assets | $25,755 | $29,653 | | Goodwill | $120,300 | $128,100 | | Total Assets | $204,944 | $221,371 | | Deferred Revenue (Current) | $46,482 | $44,934 | | Total Current Liabilities | $61,834 | $62,713 | | Long-Term Debt | $30,000 | $32,000 | | Total Liabilities | $102,448 | $107,046 | | Total Stockholders' Equity | $102,496 | $114,325 | - Goodwill decreased from **$128.1 million** at December 31, 2024, to **$120.3 million** at June 30, 2025, indicating an impairment charge during the period[24](index=24&type=chunk)[28](index=28&type=chunk) [Non-GAAP Financial Measures & Supplemental Data](index=5&type=section&id=3_NonGAAPFinancialMeasuresAndSupplementalData) This section defines non-GAAP financial measures, provides supplemental data, and includes reconciliations for key performance indicators [Notes Regarding the Use of Non-GAAP Financial Measures](index=5&type=section&id=3.1_NotesRegardingTheUseOfNonGAAPFinancialMeasures) This section clarifies the company's use of non-GAAP financial measures like Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, and Non-GAAP Earnings Per Share, explaining that these measures provide additional insights into financial and business trends, are used for internal management, and exclude items affecting comparability, while also outlining their limitations compared to GAAP measures - Non-GAAP measures (Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Non-GAAP EPS) are provided as supplemental information to GAAP, offering insights into financial and business trends for management and investors[13](index=13&type=chunk) - Management uses these non-GAAP measures for reviewing financial results, budgeting, planning, and evaluating profitability and performance comparisons[13](index=13&type=chunk)[16](index=16&type=chunk) - Limitations of non-GAAP measures include not reflecting cash expenditures, working capital needs, interest expense, or cash requirements for asset replacements, and potential differences in calculation by other companies[20](index=20&type=chunk)[22](index=22&type=chunk) [Non-GAAP Earnings Per Share Definition](index=5&type=section&id=3.1.1_NonGAAPEarningsPerShareDefinition) This section defines Non-GAAP Earnings Per Share, outlining its calculation methodology and limitations as a non-GAAP financial metric - Non-GAAP Earnings Per Share is calculated as diluted earnings per share adjusted for non-cash stock-based compensation, impairments, restructuring charges, severance, and discrete tax items[14](index=14&type=chunk) - It is not a GAAP measurement and should not be considered an alternative to diluted earnings per share or net income[15](index=15&type=chunk) [Free Cash Flow Definition](index=5&type=section&id=3.1.2_FreeCashFlowDefinition) This section defines Free Cash Flow, detailing its calculation and significance for assessing the company's liquidity and debt servicing capacity - Free Cash Flow is defined as net cash provided by operating activities minus fixed asset purchases[15](index=15&type=chunk) - It is considered an important non-GAAP measure for investors to understand the company's ability to service debt, incur or pay down indebtedness, or repurchase common stock[15](index=15&type=chunk) [Adjusted EBITDA and Adjusted EBITDA Margin Definition](index=5&type=section&id=3.1.3_AdjustedEBITDAAndAdjustedEBITDAMarginDefinition) This section defines Adjusted EBITDA and Adjusted EBITDA Margin, explaining their calculation and utility for internal monitoring and performance evaluation - Adjusted EBITDA represents net income adjusted for interest expense, income tax expense, depreciation and amortization, non-cash stock-based compensation, impairment charges, restructuring charges, and other non-recurring items[16](index=16&type=chunk)[17](index=17&type=chunk) - Adjusted EBITDA Margin is computed as Adjusted EBITDA divided by revenue[18](index=18&type=chunk) - These measures are used for internal monitoring, planning, analyzing investment decisions, and evaluating profitability, and are considered important indicators for investors regarding cash flow generation[16](index=16&type=chunk)[19](index=19&type=chunk) [Non-GAAP & Supplemental Data Overview](index=10&type=section&id=3.2_NonGAAPAndSupplementalDataOverview) This section introduces the supplemental information and non-GAAP financial data provided to help readers assess DHI Group's business operations and performance, including necessary reconciliations to the most comparable GAAP measures - Supplemental information and non-GAAP financial data are provided to assist in assessing business operations and performance[30](index=30&type=chunk) - Required reconciliations to the most directly comparable GAAP measures are included within the press release[30](index=30&type=chunk) [Revenue and Profitability Metrics](index=12&type=section&id=3.3_RevenueAndProfitabilityMetrics) DHI Group's Q2 2025 revenue declined **11%** YoY, primarily due to an **18%** drop in Dice revenue, while ClearanceJobs revenue grew **1%**, reporting a net loss for the quarter, but non-GAAP EPS increased, and Adjusted EBITDA margin improved to **27%** Revenue and Profitability Metrics (in thousands, except percentages and EPS) | Metric | Q2 2025 | Q2 2024 | $ Change | % Change | | :-------------------------- | :------ | :------ | :------- | :------- | | **Revenue** | | | | | | ClearanceJobs | $13,626 | $13,528 | $98 | 1% | | Dice | $18,401 | $22,305 | ($3,904) | (18)% | | Total Revenue | $32,027 | $35,833 | ($3,806) | (11)% | | **Profitability** | | | | | | Net income (loss) | ($841) | $943 | ($1,784) | (189)% | | Net income (loss) margin | (3)% | 3% | n.m. | n.m. | | Diluted earnings (loss) per share | ($0.02) | $0.02 | ($0.04) | — % | | Non-GAAP earnings per share | $0.07 | $0.06 | $0.01 | 17% | | Adjusted EBITDA | $8,494 | $8,972 | ($478) | (5)% | | Adjusted EBITDA margin | 27% | 25% | n.m. | n.m. | Revenue and Profitability Metrics (YTD, in thousands, except percentages and EPS) | Metric | YTD 2025 | YTD 2024 | $ Change | % Change | | :-------------------------- | :------- | :------- | :------- | :------- | | **Revenue** | | | | | | ClearanceJobs | $27,003 | $26,533 | $470 | 2% | | Dice | $37,325 | $45,325 | ($8,000) | (18)% | | Total Revenue | $64,328 | $71,858 | ($7,530) | (10)% | | **Profitability** | | | | | | Net income (loss) | ($10,592) | ($569) | ($10,023) | n.m. | | Net income (loss) margin | (16)% | (1)% | n.m. | n.m. | | Diluted earnings (loss) per share | ($0.23) | ($0.01) | — | n.m. | | Non-GAAP earnings per share | $0.11 | $0.12 | — | (8)% | | Adjusted EBITDA | $15,475 | $17,541 | ($2,066) | (12)% | | Adjusted EBITDA margin | 24% | 24% | n.m. | n.m. | [Bookings and Customer Metrics](index=13&type=section&id=3.4_BookingsAndCustomerMetrics) Total bookings for Q2 2025 decreased by **10%** year-over-year, primarily due to a **16%** decline in Dice bookings, while ClearanceJobs bookings remained flat, with year-to-date bookings also showing a similar trend Bookings (in thousands) | Bookings | Q2 2025 | Q2 2024 | $ Change | % Change | | :---------------------- | :------ | :------ | :------- | :------- | | ClearanceJobs | $11,569 | $11,521 | $48 | 0% | | Dice | $15,551 | $18,466 | ($2,915) | (16)% | | Total Bookings | $27,120 | $29,987 | ($2,867) | (10)% | Bookings (YTD, in thousands) | Bookings | YTD 2025 | YTD 2024 | $ Change | % Change | | :---------------------- | :------- | :------- | :------- | :------- | | ClearanceJobs | $28,386 | $28,511 | ($125) | 0% | | Dice | $40,859 | $50,252 | ($9,393) | (19)% | | Total Bookings | $69,245 | $78,763 | ($9,518) | (12)% | - Bookings represent the value of contractually committed services with a contract start date during the period, recognized as revenue within **12 months**[40](index=40&type=chunk) [Average Annual Revenue per Recruitment Package Customer](index=13&type=section&id=3.5_AverageAnnualRevenuePerRecruitmentPackageCustomer) ClearanceJobs experienced a **7%** increase in average annual revenue per recruitment package customer in Q2 2025, while Dice saw a **5%** decrease, reflecting divergent performance trends between the two brands Average Annual Revenue per Recruitment Package Customer | Brand | Q2 2025 | Q2 2024 | $ Change | % Change | | :------------ | :------ | :------ | :------- | :------- | | ClearanceJobs | $26,026 | $24,275 | $1,751 | 7% | | Dice | $15,434 | $16,294 | ($860) | (5)% | Average Annual Revenue per Recruitment Package Customer (YTD) | Brand | YTD 2025 | YTD 2024 | $ Change | % Change | | :------------ | :------- | :------- | :------- | :------- | | ClearanceJobs | $25,916 | $23,662 | $2,254 | 10% | | Dice | $15,909 | $16,146 | ($237) | (1)% | [Renewal and Retention Rates](index=13&type=section&id=3.6_RenewalAndRetentionRates) ClearanceJobs' renewal rates (by revenue and count) and retention rates decreased in Q2 2025 compared to Q2 2024, though its retention rate remained above **100%**, while Dice also experienced declines in renewal rates, but its retention rate improved slightly Renewal Rate on Revenue | Renewal Rate on Revenue | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :---------------------- | :------ | :------ | :------- | :------- | | ClearanceJobs | 87% | 96% | 90% | 98% | | Dice | 75% | 78% | 72% | 81% | Renewal Rate on Count | Renewal Rate on Count | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :-------------------- | :------ | :------ | :------- | :------- | | ClearanceJobs | 77% | 78% | 78% | 79% | | Dice | 66% | 69% | 68% | 74% | Retention Rates | Retention Rates | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :-------------- | :------ | :------ | :------- | :------- | | ClearanceJobs | 103% | 113% | 105% | 113% | | Dice | 102% | 99% | 96% | 100% | [Recruitment Package Customers, Deferred Revenue and Backlog](index=14&type=section&id=3.7_RecruitmentPackageCustomersDeferredRevenueAndBacklog) Both ClearanceJobs and Dice experienced a decrease in recruitment package customers year-over-year, with deferred revenue increasing slightly from December 2024 but decreasing year-over-year, while total backlog saw a modest decline Recruitment Package Customers | Recruitment Package Customers | June 30, 2025 | June 30, 2024 | Change | % Change | | :---------------------------- | :------------ | :------------ | :----- | :------- | | ClearanceJobs | 1,868 | 2,009 | (141) | (7)% | | Dice | 4,365 | 5,031 | (666) | (13)% | Deferred Revenue and Backlog (in thousands) | Deferred Revenue and Backlog | June 30, 2025 | December 31, 2024 | $ Change (vs Dec 2024) | % Change (vs Dec 2024) | June 30, 2024 | $ Change (vs Jun 2024) | % Change (vs Jun 2024) | | :------------------------------------------ | :------------ | :---------------- | :--------------------- | :--------------------- | :------------ | :--------------------- | :--------------------- | | Deferred Revenue | $46,858 | $45,456 | $1,402 | 3% | $52,268 | ($5,410) | (10)% | | Contractual commitments not invoiced | $54,316 | $59,294 | ($4,978) | (8)% | $51,431 | $2,885 | 6% | | Backlog | $101,174 | $104,750 | ($3,576) | (3)% | $103,699 | ($2,525) | (2)% | [Non-GAAP Earnings Per Share Reconciliation](index=14&type=section&id=3.8_NonGAAPEarningsPerShareReconciliation) The reconciliation shows that DHI Group's diluted loss per share of **($0.02)** in Q2 2025 was adjusted to a non-GAAP earnings per share of **$0.07**, primarily by adding back non-cash stock-based compensation and restructuring charges, net of tax impacts Non-GAAP Earnings Per Share Reconciliation | Reconciliation Item | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :---------------------------------------------------------------- | :------ | :------ | :------- | :------- | | Diluted earnings (loss) per share | ($0.02) | $0.02 | ($0.23) | ($0.01) | | Non-cash stock-based compensation | $0.03 | $0.05 | $0.06 | $0.10 | | Non-cash stock-based compensation, tax impact | ($0.01) | ($0.01) | ($0.01) | ($0.02) | | Impairments | — | — | $0.17 | $0.01 | | Severance, professional fees and related costs | $0.01 | — | $0.03 | — | | Severance, professional fees and related costs, tax impact | — | — | ($0.01) | — | | Restructuring | $0.09 | — | $0.14 | — | | Restructuring, tax impact | ($0.02) | — | ($0.04) | — | | Discrete tax items | ($0.01) | — | — | $0.05 | | Other | — | — | — | ($0.01) | | **Non-GAAP earnings per share** | **$0.07** | **$0.06** | **$0.11** | **$0.12** | - The non-GAAP blended statutory income tax rate used for calculating tax impacts of non-GAAP adjustments was **25%** for all periods presented[48](index=48&type=chunk) [Free Cash Flow Reconciliation](index=15&type=section&id=3.9_FreeCashFlowReconciliation) Free Cash Flow for Q2 2025 was **$4.8 million**, a decrease from **$5.6 million** in Q2 2024, despite a significant reduction in capitalized development costs and other fixed asset purchases, with year-to-date Free Cash Flow, however, increasing substantially Free Cash Flow Reconciliation (in thousands) | Reconciliation Item | Q2 2025 | Q2 2024 | $ Change | % Change | | :--------------------------------- | :------ | :------ | :------- | :------- | | Cash provided by operating activities | $6,866 | $9,063 | ($2,197) | (24)% | | Less: Capitalized development costs | $1,900 | $3,224 | ($1,324) | (41)% | | Less: Other fixed asset purchases | $125 | $247 | ($122) | (49)% | | Total fixed asset purchases | $2,025 | $3,471 | ($1,446) | (42)% | | **Free Cash Flow** | **$4,841** | **$5,592** | **($751)** | n.m. | Free Cash Flow Reconciliation (YTD, in thousands) | Reconciliation Item | YTD 2025 | YTD 2024 | $ Change | % Change | | :--------------------------------- | :------- | :------- | :------- | :------- | | Cash provided by operating activities | $9,114 | $11,150 | ($2,036) | (18)% | | Less: Capitalized development costs | $3,868 | $6,644 | ($2,776) | (42)% | | Less: Other fixed asset purchases | $317 | $1,269 | ($952) | (75)% | | Total fixed asset purchases | $4,185 | $7,913 | ($3,728) | (47)% | | **Free Cash Flow** | **$4,929** | **$3,237** | **$1,692** | 52% | [Adjusted EBITDA Reconciliations](index=16&type=section&id=3.10_AdjustedEBITDAReconciliations) Adjusted EBITDA for Q2 2025 was **$8.5 million**, a **5%** decrease YoY, while the Adjusted EBITDA margin improved to **27%**, with the reconciliations detailing adjustments from net income (loss) and cash flows from operating activities, highlighting significant restructuring and impairment charges in 2025, and ClearanceJobs maintaining a strong Adjusted EBITDA margin, while Dice's margin also improved Reconciliation from Net Income (Loss) (in thousands) | Reconciliation Item | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--------------------------------------------------- | :------ | :------ | :------- | :------- | | Net income (loss) | ($841) | $943 | ($10,592) | ($569) | | Interest expense | $619 | $845 | $1,279 | $1,791 | | Income tax expense (benefit) | ($1,080) | $383 | ($1,206) | $2,652 | | Depreciation | $3,761 | $4,586 | $7,745 | $9,042 | | Non-cash stock based compensation | $1,536 | $2,160 | $2,599 | $4,304 | | Impairment of goodwill | — | — | $7,800 | — | | Restructuring | $4,216 | — | $6,486 | — | | **Adjusted EBITDA** | **$8,494** | **$8,972** | **$15,475** | **$17,541** | Adjusted EBITDA by Segment (Q2 2025, in thousands, except percentages) | Adjusted EBITDA by Segment | ClearanceJobs | Dice | Corporate | Total | | :------------------------------------------------- | :------------ | :--- | :-------- | :---- | | Revenue | $13,626 | $18,401 | — | $32,027 | | Adjusted EBITDA | $6,072 | $4,169 | ($1,747) | $8,494 | | Adjusted EBITDA margin | 45% | 23% | n.m. | 27% | Adjusted EBITDA by Segment (Q2 2024, in thousands, except percentages) | Adjusted EBITDA by Segment | ClearanceJobs | Dice | Corporate | Total | | :------------------------------------------------- | :------------ | :--- | :-------- | :---- | | Revenue | $13,528 | $22,305 | — | $35,833 | | Adjusted EBITDA | $5,957 | $4,829 | ($1,814) | $8,972 | | Adjusted EBITDA margin | 44% | 22% | n.m. | 25% | [Guidance](index=19&type=section&id=3.11_Guidance) DHI Group provided full-year Adjusted EBITDA margin guidance but stated that it is unable to reconcile this non-GAAP measure to its nearest GAAP equivalent without unreasonable efforts due to the unpredictable nature of certain adjusting items - The company is raising its full-year Adjusted EBITDA margin guidance to **26%**[6](index=6&type=chunk) - Reconciliation of expected Adjusted EBITDA margin to GAAP measures is not provided due to the inability to predict with reasonable certainty the impact of non-cash stock-based compensation, impairments, income tax expense, and restructuring charges[62](index=62&type=chunk)

Core Concept - The article discusses how stock price-driven narratives can overshadow fundamental realities, using D.R. Horton, Inc. (DHI) as a case study to illustrate the disconnect between market perception and actual company performance [2][4]. Group 1: D.R. Horton, Inc. (DHI) Performance - DHI, a major player in the homebuilding sector, experienced a significant stock price decline of 26.5% while the S&P 500 rose by 15.6%, driven by a narrative that homebuilders were struggling due to rising mortgage rates [8][5]. - Despite the negative narrative, DHI maintained a strong balance sheet and income statement metrics, allowing it to offer incentives to homebuyers that the secondary housing market could not match [12][13]. - DHI's net sales orders were flat year-over-year and up 3% sequentially, exceeding guidance, with a gross margin of 21.8%, which was higher than analyst expectations [29]. Group 2: Market Dynamics and Narratives - The article highlights how narratives can amplify negative perceptions, leading to stock price movements that do not reflect the underlying fundamentals of a company [3][10]. - It emphasizes that while homebuilders faced challenges, the specific factors affecting DHI were often overlooked, leading to a mispricing of the stock [11][12]. - The volatility of DHI's stock price, falling 27% in six months, indicates that it was trading on narrative rather than fundamentals, which is atypical for a stable company [25][20]. Group 3: Broader Industry Context - The homebuilding industry is cyclical, but DHI has demonstrated resilience and adaptability, with a consistent rise in book value since the Financial Crisis [21][24]. - The article suggests that the homebuilding sector's challenges, such as rising construction costs and reduced buyer pools, are typical and manageable within the industry's historical context [15][39]. - DHI's ability to operate effectively in various market conditions positions it favorably for future growth, despite current headwinds [21][39].

Market Overview - Pre-market futures are showing slight increases with the Dow and S&P 500 up by +9 points and Nasdaq up by +4 points [1] - Bond yields are decreasing, with the 10-year yield at +4.36%, the 2-year at +3.84%, and the 30-year down to +4.94% [1] Q2 Earnings Reports - General Motors (GM) reported earnings of $2.53 per share, exceeding expectations by +5.86%, with revenues of $47.98 billion, surpassing estimates by +1.89%. However, North American EBIT fell below expectations, leading to a -1.8% drop in shares [2] - Lockheed Martin (LMT) had a strong earnings surprise of +12.33% with earnings of $7.29 per share, but revenues of $18.2 billion were below consensus, resulting in a -7% pre-market decline. Northrop Grumman (NOC) reported earnings of $7.11 per share, exceeding estimates by +5.96% and outperforming on revenue by +2.94%, leading to a +3% increase in shares [3] - D.R. Horton (DHI) reported earnings of $3.36 per share, beating consensus by +15.86%, with revenues of $9.23 billion, exceeding expectations by +5.13%. Shares rose by +6% [4] - Coca-Cola (KO) reported earnings of 87 cents per share, beating expectations of 83 cents, but revenues of $12.54 billion fell short by -0.44%, leading to a modest decline in shares [5] - Sherwin-Williams (SHW) missed earnings expectations by -10.11% with earnings of $3.38 per share, although revenues of $6.31 billion slightly exceeded estimates by +0.49%, resulting in a -4% drop in shares [6] Upcoming Earnings Expectations - Key earnings reports expected after market close include Texas Instruments (TXN), Capital One (COF), and Intuitive Surgical (ISRG). TXN anticipates double-digit growth in both earnings and revenues, COF expects over +20% growth, and ISRG forecasts +8% earnings growth and +16.8% revenue growth [7]

Industry Overview - The Zacks Internet - Content industry is facing challenges due to persistent inflation and higher interest rates, negatively impacting ad spending, which is the primary revenue source for industry participants [1][4] - Despite these challenges, there is solid demand for digital offerings, with increasing importance placed on video content and cloud-based applications [1][3] - The proliferation of AI and Generative AI is aiding industry players, with companies like RELX and DHI Group expanding their presence across social media, display, connected TV, and search [1][2] Trends and Challenges - The industry is experiencing rapid technological change and evolving consumer behavior, driving demand for mobile, digital, and cloud-based offerings [3] - Advertising and subscriptions remain major revenue sources, but macroeconomic challenges are expected to hurt ad spending in the near term [4] - Regulatory pressures, particularly in China and the EU, are increasing, with regulations affecting direct advertising and data protection [5] Industry Performance - The Zacks Internet - Content industry ranks 203, placing it in the bottom 17% of over 250 Zacks industries, indicating dull near-term prospects [6][7] - The aggregate earnings outlook is negative, with a 3.4% decrease in the Zacks Consensus Estimate for the industry's 2025 earnings since May 31, 2024 [8] Stock Performance - The industry has outperformed the broader Zacks Computer and Technology sector and the S&P 500 over the past year, returning 20.9% compared to 10% for the S&P 500 and 8% for the sector [11] - The current trailing 12-month price-to-sales ratio for the industry is 6.92X, higher than the S&P 500's 5.29X and the sector's 7.14X [13] Notable Companies - RELX, a Zacks Rank 2 (Buy) company, is benefiting from strong demand for Financial Crime Compliance and Digital Fraud and Identity Solutions, with a recent earnings estimate increase to $1.72 per share for 2025 [17][18] - DHI Group, also a Zacks Rank 2 stock, is seeing benefits from improved offerings and cost savings, with a 4-cent increase in the earnings estimate to 15 cents per share for 2025 [21][23]

Core Insights - The article emphasizes the importance of earnings estimates and revisions in identifying strong stocks, while also acknowledging that investors have diverse strategies [1] - Value investing is highlighted as a popular method for identifying undervalued stocks, which can lead to profit opportunities [2] - Zacks has developed a Style Scores system to identify stocks with specific traits, particularly focusing on value stocks with high grades [3] Company Analysis - DHI Group (DHX) is identified as a stock to watch, currently holding a Zacks Rank of 2 (Buy) and an A for Value [4] - DHX has a Forward P/E ratio of 13.41, significantly lower than the industry average of 25.24, indicating potential undervaluation [4] - Over the past year, DHX's Forward P/E has fluctuated between a high of 28.42 and a low of 8.99, with a median of 11.80 [4] Valuation Metrics - The P/S ratio is another key metric used by value investors, with DHX's P/S ratio at 0.63 compared to the industry average of 1.15 [5] - These valuation figures suggest that DHX is likely undervalued at present, supported by a strong earnings outlook [6]

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Unaudited Financial Statements](index=3&type=section&id=Item%201.%20Unaudited%20Financial%20Statements) The company's Q1 2025 financials show a $9.4 million net loss and a 10% revenue decline due to goodwill impairment and restructuring charges [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $212.1 million due to a goodwill reduction, while liabilities rose slightly and cash declined **Condensed Consolidated Balance Sheet Highlights (in thousands)** | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $2,655 | $3,702 | | Goodwill | $120,700 | $128,100 | | Total Assets | $212,069 | $221,371 | | **Liabilities & Equity** | | | | Deferred Revenue (Current) | $50,124 | $44,934 | | Long-term debt | $33,000 | $32,000 | | Total Liabilities | $108,171 | $107,046 | | Total Stockholders' Equity | $103,898 | $114,325 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2025 revenue fell 10% to $32.3 million, resulting in a $9.4 million net loss due to impairment and restructuring charges **Q1 2025 vs Q1 2024 Statement of Operations (in thousands, except per share data)** | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Revenue | $32,301 | $36,025 | | Total operating expenses | $41,182 | $34,056 | | Impairment of goodwill | $7,400 | $0 | | Restructuring | $2,270 | $0 | | Operating income (loss) | $(8,881) | $1,969 | | Net loss | $(9,351) | $(1,512) | | Diluted loss per share | $(0.21) | $(0.03) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow remained stable at $2.2 million, while investing and financing activities led to a $1.0 million net decrease in cash **Cash Flow Summary (in thousands)** | Cash Flow Activity | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net cash from operating activities | $2,248 | $2,087 | | Net cash used in investing activities | $(2,160) | $(4,442) | | Net cash from (used in) financing activities | $(1,135) | $1,389 | | **Net change in cash** | **$(1,047)** | **$(966)** | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail a segment change, a $7.4M goodwill impairment, a $2.3M restructuring charge, and divergent brand revenue performance - In January 2025, the company restructured to separate its two brands, ClearanceJobs and Dice, into distinct divisions, resulting in an **8% workforce reduction** and a **$2.3 million charge** for severance costs[38](index=38&type=chunk) - Following the restructuring, the company performed a goodwill impairment test and recorded a **$7.4 million impairment charge** for the Dice reporting unit[57](index=57&type=chunk) - The company changed its reportable segments from a single 'Tech-focused' segment to two segments: **ClearanceJobs and Dice**, to align with the new operating structure[103](index=103&type=chunk)[104](index=104&type=chunk) **Disaggregated Revenue by Brand (in thousands)** | Brand | Q1 2025 Revenue | Q1 2024 Revenue | % Change | | :--- | :--- | :--- | :--- | | ClearanceJobs | $13,377 | $13,005 | +3% | | Dice | $18,924 | $23,020 | -18% | | **Total** | **$32,301** | **$36,025** | **-10%** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a 10% revenue decline driven by the Dice segment, an $8.9 million operating loss, and sufficient liquidity [Revenue and Key Metrics](index=25&type=section&id=Revenue%20and%20Key%20Metrics) Key metrics show a 14% drop in Dice customers and a 12% rise in average revenue per customer for ClearanceJobs **Recruitment Package Customers** | Brand | As of March 31, 2025 | As of March 31, 2024 | % Change | | :--- | :--- | :--- | :--- | | ClearanceJobs | 1,891 | 2,032 | (7)% | | Dice | 4,490 | 5,250 | (14)% | **Average Annual Revenue per Recruitment Package Customer** | Brand | Q1 2025 | Q1 2024 | % Change | | :--- | :--- | :--- | :--- | | ClearanceJobs | $25,806 | $23,050 | 12% | | Dice | $16,384 | $15,997 | 2% | **Backlog (in thousands)** | Metric | March 31, 2025 | March 31, 2024 | % Change | | :--- | :--- | :--- | :--- | | Backlog | $107,760 | $110,736 | (3)% | [Results of Operations](index=27&type=section&id=Results%20of%20Operations) Q1 revenue fell 10% to $32.3 million, leading to an $8.9 million operating loss due to impairment and restructuring costs - Dice revenue **decreased by $4.1 million (18%)** due to macroeconomic conditions driving lower renewal rates and new business activity[136](index=136&type=chunk) - ClearanceJobs revenue **increased by $0.4 million (3%)** driven by high demand for professionals with government clearance[136](index=136&type=chunk) - Product development expenses **decreased by $1.0 million (20%)**, primarily due to $2.2 million in lower compensation costs in the Dice segment from reduced headcount[138](index=138&type=chunk) - Sales and marketing expenses **decreased by $1.6 million (12%)**, largely due to lower compensation costs and reduced discretionary marketing spend in the Dice segment[139](index=139&type=chunk) [Non-GAAP Financial Measures](index=33&type=section&id=Non-GAAP%20Financial%20Measures) Adjusted EBITDA decreased to $7.0 million with a margin of 22%, down from 24% in the prior-year period **Reconciliation of Net Loss to Adjusted EBITDA (in thousands)** | Line Item | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net loss | $(9,351) | $(1,512) | | Interest expense | 660 | 946 | | Income tax expense (benefit) | (126) | 2,269 | | Depreciation | 3,984 | 4,456 | | Non-cash stock-based compensation | 1,063 | 2,144 | | Impairment of goodwill | 7,400 | — | | Restructuring | 2,270 | — | | Other adjustments | 1,081 | 266 | | **Adjusted EBITDA** | **$6,981** | **$8,569** | **Adjusted EBITDA Margin** | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Revenue | $32,301 | $36,025 | | Adjusted EBITDA | $6,981 | $8,569 | | **Adjusted EBITDA Margin** | **22%** | **24%** | [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains sufficient liquidity with $2.7 million in cash and $51.0 million available under its credit facility - At March 31, 2025, the company had **cash of $2.7 million** and **$51.0 million in borrowing capacity** under its $100.0 million Credit Agreement[158](index=158&type=chunk)[159](index=159&type=chunk) - Anticipated capital expenditures for fiscal year 2025 are approximately **$9 million to $10 million**[169](index=169&type=chunk) - As of March 31, 2025, **$4.3 million remained available** for purchase under the current stock repurchase plan[168](index=168&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=38&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate exposure on its $33.0 million of variable-rate debt - The company has interest rate risk from its Credit Agreement. A hypothetical **1.0% increase** on the **$33.0 million** of variable rate borrowings outstanding as of March 31, 2025, would increase annual interest expense by approximately **$0.3 million**[176](index=176&type=chunk) - Operations are conducted within the United States, so current operations are **not subject to foreign exchange risk**[174](index=174&type=chunk) [Controls and Procedures](index=38&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2025, with no material changes - The CEO and CFO concluded that the company's disclosure controls and procedures are **effective** to provide reasonable assurance that information required to be disclosed is recorded, processed, and reported in a timely manner[180](index=180&type=chunk) - **No material changes** to internal controls over financial reporting occurred during the quarter ended March 31, 2025[181](index=181&type=chunk) [PART II. OTHER INFORMATION](index=40&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) The company is not a party to any material pending legal proceedings outside the ordinary course of business - Except as noted in Note 11 of the financial statements, the company is **not currently a party to any material pending legal proceedings**[183](index=183&type=chunk) [Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred from the risk factors disclosed in the 2024 Annual Report on Form 10-K - As of May 12, 2025, there have been **no material changes** from the risk factors previously disclosed in the Annual Report on Form 10-K[184](index=184&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=40&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 886,012 shares in Q1 2025 and approved a new $5.0 million stock repurchase program - In January 2025, the Board approved a new stock repurchase program authorizing the purchase of up to **$5.0 million of common stock** through February 2026[186](index=186&type=chunk) **Stock Repurchases for Q1 2025** | Period | Total Shares Purchased | Average Price Paid per Share | Shares Purchased as Part of Program | Approx. Dollar Value Remaining in Program | | :--- | :--- | :--- | :--- | :--- | | Jan 2025 | 482,526 | $2.53 | — | — | | Feb 2025 | 242,655 | $2.56 | 150,935 | $4,624,010 | | Mar 2025 | 160,831 | $1.84 | 160,831 | $4,327,495 | | **Total** | **886,012** | | **311,766** | | [Other Information](index=42&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 trading arrangement during the first quarter of 2025 - During the three-month period ended March 31, 2025, **no director or officer adopted or terminated** a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement"[192](index=192&type=chunk) [Exhibits](index=43&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including certifications and corporate governance documents

分组1 - DHI Group reported quarterly earnings of $0.04 per share, exceeding the Zacks Consensus Estimate of $0.01 per share, but down from $0.05 per share a year ago, representing an earnings surprise of 300% [1] - The company posted revenues of $32.3 million for the quarter ended March 2025, slightly missing the Zacks Consensus Estimate by 0.06%, and down from $36.03 million year-over-year [2] - DHI Group has surpassed consensus EPS estimates in all four of the last quarters, while it has topped consensus revenue estimates two times during the same period [2] 分组2 - The stock has underperformed, losing approximately 31.6% since the beginning of the year, compared to a decline of 4.7% for the S&P 500 [3] - The current consensus EPS estimate for the upcoming quarter is $0.03 on revenues of $32.45 million, and for the current fiscal year, it is $0.11 on revenues of $131.69 million [7] - The Zacks Industry Rank for Internet - Content is in the bottom 27% of over 250 Zacks industries, indicating potential challenges for stock performance [8]

Financial Performance - DHI Group's 2024 revenue was $142 million, with a compound annual growth rate (CAGR) of 6% from 2020 to 2024[8] - The company's adjusted EBITDA for 2024 was $35 million, resulting in an adjusted EBITDA margin of 25%[10, 11] - DHI Group's debt stood at $32 million[12] - The company repurchased $70 million worth of shares from 2020 to Q1 2025[13] - Q1 2025 operating cash flow was $22 million[63] Business Segments - ClearanceJobs' 2024 revenue was $54 million, with a CAGR of 16% from 2020 to 2024[43, 77] - ClearanceJobs had 1900 subscription clients[44, 77] - Dice's 2024 revenue was $88 million, with a CAGR of 2% from 2020 to 2024[45, 91] - Dice had 4500 subscription clients[46, 91] Key Metrics - ClearanceJobs Q1 2025 revenue renewal rate was 92% and the revenue retention rate was 106%[81] - Dice Q1 2025 revenue renewal rate was 70% and the revenue retention rate was 92%[94] - DHI Group has approximately 90% annual recurring revenue[18, 49, 109]

Financial Data and Key Metrics Changes - Total revenue for the first quarter of 2025 was $32.3 million, a 10% decline year over year and a 7% decline sequentially [24] - Adjusted EBITDA decreased 19% to $7 million, with an adjusted EBITDA margin of 22%, compared to $8.6 million and a margin of 24% in the prior year [29][30] - The company recorded a net loss of $9.4 million or $0.21 per diluted share, compared to a net loss of $1.5 million or $0.03 per diluted share in the prior year [29] Business Line Data and Key Metrics Changes - ClearanceJobs revenue was $13.4 million, up 3% year over year but down 3% sequentially, with adjusted EBITDA of $5.7 million and an adjusted EBITDA margin of 43% [24][30] - Dice revenue was $18.9 million, down 18% year over year and down 10% sequentially, with adjusted EBITDA of $3.4 million and an adjusted EBITDA margin of 18% [26][30] - ClearanceJobs bookings were $16.8 million, down 1% year over year, while Dice bookings were $25.3 million, down 20% year over year [24][26] Market Data and Key Metrics Changes - New tech job postings increased by 16% year over year in Q1, averaging 215,000 new postings per month [13] - The tech staffing sector's growth forecast for 2025 was revised to a 2% year over year increase, down from an original forecast of 5% [13] - Tech recruiter job postings increased by 36% year over year in Q1, indicating a forthcoming rise in demand for hiring tech professionals [14] Company Strategy and Development Direction - The company has realigned operations around two distinct brands, ClearanceJobs and Dice, to enhance profitability and unlock new growth opportunities [8][10] - Focus on recession-resistant sectors like consulting, healthcare, financial services, and education for new business [19] - The company is targeting a 24% adjusted EBITDA margin for the full year 2025 and plans to continue share repurchase programs to enhance shareholder value [21][33] Management's Comments on Operating Environment and Future Outlook - Management noted that tech hiring demand is gradually returning to normal levels, with consistent year-over-year increases in tech job postings since August 2024 [12] - The uncertainty surrounding the Doge initiative has impacted new business bookings but is expected to be temporary [15] - Management remains confident in the long-term growth potential of ClearanceJobs and Dice as tech hiring demand normalizes [22] Other Important Information - The company has reduced operating costs by over $20 million through restructurings since May 2023 [10] - The average annual revenue per ClearanceJobs customer increased by 12% year over year to $25,800, while Dice's average annual revenue per customer was $16,400, up 2% year over year [25][27] - The company ended the quarter with $2.7 million in cash and total debt of $33 million, maintaining a leverage ratio of 0.98 times adjusted EBITDA [32] Q&A Session Summary Question: What gives ClearanceJobs a significantly higher adjusted EBITDA margin than Dice? - Management indicated that ClearanceJobs has a revenue per employee of about $700,000, while Dice's is about half that, necessitating more effort to enhance Dice's capabilities [37][38] Question: Is corporate expense running at about $6.05 million per quarter? - Corporate expenses are expected to run about $7 million annually, with a small team managing these costs [39][40] Question: What is the impact of lower demand on Dice's bookings? - Lower demand is attributed to multi-year contracts from previous high-demand periods, leading to challenges in renewals [42][44] Question: Has there been any flow of funds from EU defense spending? - There has been no significant change in funding for additional defense projects yet, but discussions indicate a likely increase in defense spending later this year [46][48] Question: What is the expected EBITDA margin for ClearanceJobs? - Management believes ClearanceJobs should maintain a 40% EBITDA margin for the foreseeable future [56][58] Question: How is the new business environment for Dice? - There is still uncertainty for commercial accounts, but bookings for staffing and recruiting agencies have exceeded expectations [60]