Dhi Group, Inc 10-K for FY2021

Dhi Group, Inc. (DHX)

10-K 2022-02-11 For: 2021-12-31

Added on April 06, 2026

About this 10-K

Dhi Group, Inc filed this 10-K on February 11, 2022, covering the fiscal year ended December 31, 2021 (FY2021).

Headline figures

Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $119.9M; up 7.9% from $111.17M a year earlier
Net loss: $29.74M; compared with a net loss of $30.02M a year earlier
Diluted EPS: -$0.64; compared with -$0.62 a year earlier

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Delaware						20-3179218
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

6465 South Greenwood Plaza, Suite 400
Centennial, Colorado						80111
(Address of principal executive offices)						(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	DHX	New York Stock Exchange


		Page
PART I.
Item 1.	Business	4
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	28
Item 2.	Properties	28
Item 3.	Legal Proceedings	28
Item 4.	Mine Safety Disclosures	29

PART II.
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	29
Item 6.	Reserved	30
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	31
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 8.	Financial Statements and Supplementary Data	53
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	82
Item 9A.	Controls and Procedures	82
Item 9B.	Other Information	85
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	85

PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	86
Item 11.	Executive Compensation	87
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	87
Item 13.	Certain Relationships and Related Transactions and Director Independence	87
Item 14.	Principal Accounting Fees and Services	87

PART IV.
Item 15.	Exhibits and Financial Statement Schedules	89
Item 16.	Form 10-K Summary	93


(in thousands)	FY 2021			FY 2020			Change
Revenues	$	119,903		$	111,167		8	%
Operating loss	$	(1,752)		$	(32,390)		(95)	%

Loss before income taxes	$	(1,031)		$	(35,223)		(97)	%
Loss from continuing operations(1)	$	(402)		$	(32,397)		(99)	%
Net loss	$	(29,742)		$	(30,015)		(1)	%
Diluted loss per share - continuing operations(2)	$	(0.01)		$	(0.67)		(99)	%
Diluted loss per share	$	(0.64)		$	(0.62)		3	%
Net cash flows from operating activities	$	28,581		$	18,683		53	%


Adjusted EBITDA (3)	$	26,162		$	22,634		16	%
Adjusted EBITDA Margin (3)	22		%	20		%	n.m.

(1) Loss from continuing operations for the year ended December 31, 2021 includes the negative impact of a right-of-use asset impairment, disposition, severance and related costs, and gain on investment, all net of tax, and discrete tax items of $1.2 million. Loss from continuing operations for the year ended December 31, 2020 includes the negative impact of impairments of investment, intangible assets and goodwill and disposition, severance and related costs, all net of tax, and discrete tax items of $36.5 million.
(2) Diluted loss per share from continuing operations for the year ended December 31, 2021 includes the negative impact of $1.2 million, net of tax, and $0.02 per share related to the items identified in number 1 above. Diluted loss per share from continuing operations for the year ended December 31, 2020 includes the negative impact of $36.5 million, net of tax, and $0.75 per share related to the items identified in number 1 above.
(3) For a description of these non-GAAP measures and reasons why management believes they provide useful information to investors, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources, and Non-GAAP Measures” located elsewhere in this report.


2021 Highlights						2021 marked the formal inflection point in the multi-year effort to return DHI to meaningful growth with revenue increasing for the first time since 2012. Having laid the foundation for the Company’s turnaround through a renewed commitment to innovation and to building a high performing sales and marketing team, DHI's primary goals for 2021 were to further establish its brands as leaders in the marketplace and to deliver innovative services to help employers attract technology professionals in a challenging recruiting market and to help technologists advance their careers. DHI's investments in sales and marketing, supported by a dramatically improved Dice product, drove growth in bookings and revenue while ClearanceJobs continued delivery of features that enhanced its status as the leading career marketplace for cleared professionals. The company increased its investments in both product development and sales and marketing, while maintaining its historically strong EBITDA margins. Additionally, as the pandemic continued, there was no breakdown in workforce productivity and employees became further engaged in the organization. Key results include:

Establish Dice and ClearanceJobs as the preferred career specialists						Dice Marketplace launched during the first quarter as a comprehensive and flexible platform through which recruiters and candidates can rapidly and confidently search, match and communicate in real-time. The three major components of the marketplace are recruiter profiles, an enhanced candidate profile that focuses deeply on exposing tech skills, and in-platform instant messaging. Dice also furthered its value to clients and commitment to an inclusive recruiting experience by launching Unbiased Sourcing mode for TalentSearch, mitigating unconscious bias and anonymizing candidate information associated with bias. A testament to Dice’s differentiation from competitors, the TalentSearch skills matching algorithms are patent pending. ClearanceJobs further cemented its position as a leader in the security cleared recruitment market, solving challenges for recruiter workflow by launching CJ Team Recruiting, enabling recruitment teams to combine candidate pipelines and tag candidates to signal action from other recruiters on the team; and CJ Meetings, which allows recruiters and candidates to synchronize their Google or Outlook calendars to efficiently schedule telephone calls, video calls, or in-platform chats. Additionally, ClearanceJobs launched CJ Video, giving recruiters and candidates the ability to deliver video messages, integrate videos into profiles and perform group broadcasts, all of which are streamed and hosted in-platform.

Best-in-class sales & marketing engine						The success of our new business sales teams manifested in growing our client base. Client counts for Dice and ClearanceJobs exceed prior years, growing 17% and 9% year-over-year respectively. Dice exceeded its targets for delivering marketing qualified leads to its three new business teams, a significant contributor to increased booking results. Dice marketing launched a brand awareness campaign for the first time in years, delivering over 190 million impressions and driving increased traffic to Dice.com. In the fourth quarter, DHI’s overall revenue growth was 25% year-over-year. ClearanceJobs maintained over $1 million in annual recurring revenue from government contracts, a large whitespace opportunity for the brand.

Return to Growth						Clients continue to find value in DHI services, with revenue renewal rates at 87% for Dice and 96% for ClearanceJobs in 2021. Bookings strengthened throughout the year across all sales units, growing to $133.4 million to end 2021, a 35% increase, indicating momentum for revenue growth heading into 2022. The Company maintained a strong EBITDA margin of 22% while continuing to make strategic investments to maximize growth opportunities.


☑			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION PERIOD PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Service	Yrs. in Operation	Specialized Focus	Primary Source of Revenues
Dice2	31	Technology and engineering in the U.S.	Recruitment packages¹, career fairs and open houses
ClearanceJobs	19	Security-cleared professionals	Recruitment packages¹

eFinancialCareers3	21	Financial services and technology	Recruitment packages¹ and job postings
¹ Recruitment packages are a combination of job postings and/or access to our candidate profiles.
2 Includes Career Events
3 Transferred majority ownership of eFC to eFC's management on June 30, 2021.


Period	(a) Total Number of Shares Purchased [1]	(b) Average Price Paid per Share [2]		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
October 1 through October 31, 2021	245,611	$	4.86	245,611	$	9,818,244
November 1 through November 30, 2021	265,675	$	5.26	265,675	$	8,421,921
December 1 through December 31, 2021	447,832	$	5.89	447,832	$	5,784,018
Total	959,118			959,118


	12/31/2016		12/31/2017		12/31/2018		12/31/2019		12/31/2020		12/31/2021
DHX	$	100.00	$	30.40	$	24.32	$	48.16	$	35.52	$	99.84
Russell 2000	$	100.00	$	114.65	$	102.02	$	128.06	$	153.62	$	176.39
Dow Jones Internet Composite Index	$	100.00	$	138.08	$	147.07	$	175.96	$	269.23	$	287.40


Recruitment Package Customers
			Increase (Decrease)	Percent Change
Recruitment Package Customers:	December 31, 2021	December 31, 2020
Dice	6,004	5,150	854	17%
ClearanceJobs	1,878	1,718	160	9%


Average Monthly Revenue per Recruitment Package Customer (1)
	FY 2021	FY 2020	Increase (Decrease)	Percent Change
Dice	$1,137	$1,132	$5	—%
ClearanceJobs	$1,419	$1,346	$73	5%
(1) Calculated by dividing recruitment package customer revenue by the daily average count of recruitment package customers during each month, adjusted to reflect a thirty day month. The simple average of each month is used to derive the amount for each period.


Summary of Deferred Revenue and Backlog:	December 31, 2021		December 31, 2020		Decrease		Percent Change
	(in thousands, except percentages)
Deferred Revenue	$	46,146	$	36,582	$	9,564	26	%
Contractual commitments not invoiced	46,497		27,849		18,648		67	%
Backlog1	$	92,643	$	64,431	$	28,212	44	%

(1) Backlog consists of deferred revenue plus customer contractual commitments not invoiced representing the value of future services to be rendered under committed contracts.


			Product Releases
			2021						2020
			Dice Marketplace, Dice TalentSearch Social Data Refresh, Brand.io, TalentSearch Personalization, Unbiased Sourcing Mode						Dice IntelliSearch-Based Job Alerts, Dice Private Email, Dice Remote Jobs, Dice Recruiter Profile, Dice Instant Messaging
			ClearanceJobs Meetings, ClearanceJobs Video, Team Recruiting, Shared Talent Pipelines, Quality of Use Improvements						ClearanceJobs Client Team Dashboard, ClearanceJobs Workflow, ClearanceJobs Favorites, ClearanceJobs Self-Serve BrandAmp, ClearanceJobs Candidate Search and ClearanceJobs Broadcast Message upgrades


	For the year ended December 31,
(in thousands)	2021		2020		2019		2021 vs 2020		2020 vs 2019
Revenues	$	119,903	$	111,167	$	117,272	$	8,736	$	(6,105)
Operating expenses:
Cost of revenues	15,088		14,286		13,533		802		753
Product development	16,020		14,887		14,703		1,133		184
Sales and marketing	43,701		39,693		42,702		4,008		(3,009)
General and administrative	28,583		26,625		25,827		1,958		798
Depreciation	16,344		10,259		8,428		6,085		1,831
Impairment of intangible assets	—		15,200		—		(15,200)		15,200
Impairment of goodwill	—		22,607		—		(22,607)		22,607
Impairment of right-of-use asset	1,919		—		—		1,919		—
Disposition related and other costs	—		—		1,414		—		(1,414)
Total operating expenses	121,655		143,557		106,607		(21,902)		36,950
Loss on sale of business	$	—	$	—	$	(537)	—		537
Operating income (loss)	$	(1,752)	$	(32,390)	$	10,128	$	30,638	$	(42,518)


	Year Ended December 31,
	2021		2020
Federal statutory rate	$	(216)	$	(7,397)
Gain on sale of businesses or investments	(251)		(42)
Stock-based compensation	(84)		432
Nondeductible impairment	—		5,029
State tax expense (benefit), net of federal effect	110		(514)
Change in accrual for unrecognized tax benefits	(155)		(216)
Executive compensation	541		323
Research and development tax credits	(478)		(530)
Other	(96)		89
Income tax benefit	$	(629)	$	(2,826)


	Year Ended December 31,						Increase		Percent Change
	2021			2020
	(in thousands, except percentages)
Cost of revenues	$	15,088		$	14,286		$	802	5.6	%
Percentage of revenues	12.6		%	12.9		%


						Page
DHI Group, Inc.
Report of Independent Registered Public Accounting Firm						54
Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 202 1 and 2 02 0						56
Consolidated Statements of Operations for the years ended December 31, 202 1 , 20 20 and 20 19						57
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 202 1 , 20 20 and 2 019						58
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 202 1 , 20 20 and 20 19						59
Consolidated Statements of Cash Flows for the years ended December 31, 202 1 , 20 20 and 20 19						60
Notes to Consolidated Financial Statements						61


	December 31, 2021		December 31, 2020
ASSETS
Current assets
Cash and cash equivalents	$	1,540	$	4,542
Accounts receivable, net of allowance for doubtful accounts of $733 and $1,001	18,385		16,134
Income taxes receivable	354		533
Prepaid and other current assets	4,177		4,101
Current assets of discontinued operations	—		8,175
Total current assets	24,456		33,485
Fixed assets, net	20,581		23,033
Capitalized contract costs	9,131		6,189
Operating lease right-of-use assets	6,888		10,804
Investments	3,769		—
Investments, at fair value	3,000		—
Acquired intangible assets	23,800		23,800
Goodwill	128,100		128,100
Other assets	1,853		1,378
Non-current assets of discontinued operations	—		14,198
Total assets	$	221,578	$	240,987
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	15,859	$	15,308
Deferred revenue	45,217		35,547
Operating lease liabilities	2,388		2,075
Current liabilities of discontinued operations	—		12,455
Total current liabilities	63,464		65,385
Deferred revenue	929		1,035
Operating lease liabilities	6,982		9,371
Long-term debt, net	22,730		19,583
Deferred income taxes	9,315		9,765
Accrual for unrecognized tax benefits	785		941
Other long-term liabilities	1,011		2,049
Non-current liabilities of discontinued operations	—		5,288
Total liabilities	105,216		113,417
Commitments and contingencies (Note 13)
Stockholders’ equity
Convertible preferred stock, $.01 par value, authorized 20,000 shares; no shares issued and outstanding	—		—
Common stock, $.01 par value, authorized 240,000; issued 73,584 and 71,233 shares, respectively; outstanding: 48,756 and 51,220 shares, respectively	738		714
Additional paid-in capital	241,854		233,554
Accumulated other comprehensive loss	(61)		(28,519)
Accumulated earnings	24,229		53,971
Treasury stock, 24,828 and 20,013 shares, respectively	(150,398)		(132,150)
Total stockholders’ equity	116,362		127,570
Total liabilities and stockholders’ equity	$	221,578	$	240,987
See accompanying notes to consolidated financial statements.


	Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Treasury Stock			Accumulated Earnings		Accumulated Other Comprehensive Loss		Total
	Shares Issued	Amount		Shares Issued	Amount				Shares	Amount
Balance at January 1, 2019	—	$	—	87,522	$	876	$	383,123	34,126	$	(278,843)	$	71,435	$	(31,236)	$	145,355
Net income												12,551				12,551
Other comprehensive income														1,988		1,988
Stock based compensation							5,704									5,704
Restricted stock issued				2,258	23											23
Restricted stock forfeited or withheld to satisfy tax obligations				(560)	(5)				616	(1,904)						(1,909)
Performance-based restricted stock units eligible to vest				449	4											4
Performance-based restricted stock units forfeited				(160)	(2)											(2)
Retirement of treasury stock (Note 14)				(20,000)	(200)		(161,600)		(20,000)	161,800						—
Purchase of treasury stock under stock repurchase plan									849	(2,519)						(2,519)
Balance at December 31, 2019	—	—		69,509	696		227,227		15,591	(121,466)		83,986		(29,248)		161,195
Net loss												(30,015)				(30,015)
Other comprehensive income														729		729
Stock based compensation							6,327									6,327
Restricted stock issued				2,173	22											22
Purchase of treasury stock related to vested restricted and performance stock units				(430)	(4)				874	(2,248)						(2,252)
Performance-based restricted stock units forfeited				(19)	—											—
Purchase of treasury stock under stock repurchase plan									3,548	(8,436)						(8,436)
Balance at December 31, 2020	—	—		71,233	714		233,554		20,013	(132,150)		53,971		(28,519)		127,570
Net loss												(29,742)				(29,742)
Other comprehensive income														395		395
Cumulative translation adjustments reclassified to the Statements of Operations														28,063		28,063
Stock based compensation							8,303									8,303
Restricted stock issued				2,267	23		(5)									18
Performance-based restricted stock units eligible to vest				813	8											8
Restricted stock forfeited or withheld to satisfy tax obligations				(685)	(7)		2		666	(2,073)						(2,078)
Performance based restricted stock forfeited or withheld to satisfy tax obligations				(44)	—				244	(907)						(907)
Purchase of treasury stock under stock repurchase plan									3,905	(15,268)						(15,268)
Balance at December 31, 2021	—	$	—	73,584	$	738	$	241,854	24,828	$	(150,398)	$	24,229	$	(61)	$	116,362


	December 31, 2020
Cash and cash equivalents	$	3,098
Accounts receivable, net	4,164
Income taxes receivable	511
Prepaid and other current assets	402
Current assets of discontinued operations	8,175

Fixed assets, net	1,511
Capitalized contract costs	1,545
Goodwill	5,253
Deferred income taxes	19
Operating lease right-of-use assets	5,601
Other assets	269
Non-current assets of discontinued operations	14,198
Total assets of discontinued operations	$	22,373

Accounts payable and accrued expenses	$	4,118
Operating lease liabilities	1,335
Deferred revenue	6,879
Income taxes payable	123
Current liabilities of discontinued operations	12,455

Deferred income taxes	171
Deferred revenue	33
Accrual for unrecognized tax benefits	406
Operating lease liabilities	4,333
Other long-term liabilities	345
Non-current liabilities of discontinued operations	5,288
Total liabilities of discontinued operations	$	17,743


	As of December 31, 2021		As of December 31, 2020
Receivables	$	18,385	$	16,134
Short-term contract liabilities (deferred revenue)	45,217		35,547
Long-term contract liabilities (deferred revenue)	929		1,035


	Year Ended December 31, 2021		Year Ended December 31, 2020		Year Ended December 31, 2019
Revenue recognized in the period from:
Amounts included in the contract liability at the beginning of the period	$	35,692	$	42,309	$	45,511


	Operating Leases

2022	$	2,703
2023	2,451
2024	1,965
2025	1,946
2026	992
Thereafter	82

Total lease payments	10,139
Less imputed interest	(769)
Total	$	9,370


	2021		2020
Computer equipment and software	$	4,654	$	4,680
Furniture and fixtures	2,446		2,227
Leasehold improvements	1,817		1,817
Capitalized development costs	51,245		44,332
	60,162		53,056
Less: Accumulated depreciation and amortization	(39,581)		(30,023)
Fixed assets, net	$	20,581	$	23,033


Goodwill at January 1, 2020	$	150,707
Impairment	(22,607)
Goodwill at December 31, 2020	$	128,100
Activity during 2021	—
Goodwill at December 31, 2021	$	128,100


	December 31, 2021			December 31, 2020
Amounts borrowed:
Revolving credit facility	$	23,000		$	20,000
Less: deferred financing costs, net of accumulated amortization of $467 and $319	(270)			(417)
Total borrowed	$	22,730		$	19,583

Available to be borrowed under revolving facility	$	67,000		$	70,000

Interest rates:
LIBOR rate loans:
Interest margin	1.75		%	2.00		%
Actual interest rates	1.88		%	2.19		%

Commitment Fee	0.30		%	0.35		%


	Year Ended December 31, 2021
	Options	Weighted-Average Exercise Price		Aggregate Intrinsic Value
Options outstanding at January 1	110,000	$	7.40	$	—

Forfeited	(110,000)	$	7.40	—
Options outstanding at December 31	—	$	—	$	—
Exercisable at December 31	—	$	—	$	—


	2021		2020
Deferred tax assets:
Capital loss carryforward	$	4,971	$	5,225
Allowance for doubtful accounts	221		252
Provision for accrued expenses and other, net	1,726		1,462
Stock-based compensation	2,245		1,761
Deferred revenue	142		127
Tax credit carryforward	306		258
	9,611		9,085
Less valuation allowance	5,139		5,306
Deferred tax asset, net of valuation allowance	4,472		3,779
Deferred tax liabilities:
Acquired intangibles	(6,303)		(6,187)
Depreciation of fixed assets	(5,238)		(5,808)
Capitalized contract costs	(2,246)		(1,549)
Deferred tax liability	(13,787)		(13,544)
Net deferred tax liability	$	(9,315)	$	(9,765)
Recognized in consolidated balance sheets:
Deferred tax liability	(9,315)		(9,765)
Net deferred tax liability	$	(9,315)	$	(9,765)


	For the Three Months Ended
	March 31		June 30		September 30		December 31
	(in thousands, except per share amounts)
2021
Revenues	$	26,676	$	28,721	$	30,758	$	33,748
Total operating expenses	26,860		28,233		32,973		33,589
Operating income (loss)	$	(184)	$	488	$	(2,215)	$	159

Income (loss) from continuing operations	2,012		(212)		(2,434)		232
Income (loss) from discontinued operations, net of tax	659		(29,999)		—		—
Net income (loss)	$	2,671	$	(30,211)	$	(2,434)	$	232
Basic income (loss) per share - continuing operations	$	0.04	$	—	$	(0.05)	$	0.01	(1)
Diluted income (loss) per share - continuing operations	$	0.04	$	—	$	(0.05)	$	—	(1)
Basic earnings (loss) per share - discontinued operations	$	0.01	$	(0.64)	$	—	$	—	(1)
Diluted earnings (loss) per share - discontinued operations	$	0.01	$	(0.64)	$	—	$	—	(1)
Basic earnings (loss) per share	$	0.06	$	(0.64)	$	(0.05)	$	0.01	(1)
Diluted earnings (loss) per share	$	0.05	$	(0.64)	$	(0.05)	$	—	(1)

2020
Revenues	$	29,385	$	27,596	$	27,149	$	27,037
Total operating expenses	35,955		25,941		55,627		26,034
Operating income (loss)	$	(6,570)	$	1,655	$	(28,478)	$	1,003

Income (loss) from continuing operations	(7,535)		1,162		(26,993)		$	969
Income (loss) from discontinued operations, net of tax	985		700		(329)		$	1,026
Net income (loss)	$	(6,550)	$	1,862	$	(27,322)	$	1,995
Basic income (loss) per share - continuing operations	$	(0.15)	$	0.02	$	(0.56)	$	0.02	(1)
Diluted income (loss) per share - continuing operations	$	(0.15)	$	0.02	$	(0.56)	$	0.02	(1)
Basic earnings (loss) per share - discontinued operations	$	0.02	$	0.01	$	(0.01)	$	0.02	(1)
Diluted earnings (loss) per share - discontinued operations	$	0.02	$	0.01	$	(0.01)	$	0.02	(1)
Basic earnings (loss) per share	$	(0.13)	$	0.04	$	(0.57)	$	0.04	(1)
Diluted earnings (loss) per share	$	(0.13)	$	0.04	$	(0.57)	$	0.04	(1)

(1) The sum of the quarters may not equal the full year amount.


Name	Age	Position
Art Zeile	57	President and Chief Executive Officer
Kevin Bostick	54	Chief Financial Officer
Paul Farnsworth	50	Chief Technology Officer
Michelle Marian	56	Chief Marketing Officer
Arie Kanofsky	53	Chief Revenue Officer
Chris Henderson	54	Chief Operating Officer
Pam Bilash	63	Chief Human Resources Officer
Brian P. Campbell	57	Chief Legal Officer


(a)	1.	Financial Statement Schedules
		The consolidated financial statements are listed under Item 8 of this Annual Report.
	2.	Financial Statement Schedules.
		See (b) below.
	3.	Exhibits.


2.1						Share Purchase Agreement, dated as of May 22, 2018, by and among DHI Group, Inc., OnTargetJobs Canada, Inc. and Virgil AcquisitionCo Inc. (incorporated by reference from Exhibit 2.1 to Company's Current Report on Form 8-K (File No. 001-33584) filed on May 29, 2018).
3.1						Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-33584) filed on July 23, 2007).
3.2						Second Amended and Restated By-laws (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-33584) filed on March 9, 2016).
3.3						Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Dice Holdings, Inc., effective April 21, 2015 (incorporated by reference from Exhibit 3.1 to Company's Current Report on Form 8-K (File No. 001-33584) filed on April 21, 2015).
4.1						Specimen Stock Certificate (incorporated by reference from Exhibit 4.1 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-141876) filed on June 22, 2007).
4.2						Second Amended and Restated Shareholders Agreement, dated as of July 23, 2007, by and between DHI Group, Inc. and the eFG Shareholders named therein (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-33584) filed on July 23, 2007).
4.3						Institutional and Management Shareholders Agreement, dated as of July 23, 2007, by and among DHI Group, Inc., the Quadrangle Entities named therein, the General Atlantic Entities named therein and the Management Shareholders named therein (incorporated by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-33584) filed on July 23, 2007).
4.4						Amendment No. 1 to Second Amended and Restated Shareholders Agreement, dated as of February 4, 2008, by and among DHI Group, Inc. and the eFG Shareholders named therein (incorporated by reference from Exhibit 4.4 to the Company’s Annual Report on Form 10-K (File No. 001-33584) filed on March 25, 2008).
4.5*						Description of Capital Stock.
10.1†						The DHI Group, Inc. 2012 Omnibus Equity Award Plan, as amended and restated on March 11, 2020 (the “2012 Equity Plan”) (incorporated by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No.333-182756) filed on October 9, 2020 ).
10.2†						Form of Stock Option Award Agreement under the 2012 Equity Plan (incorporated by reference from Exhibit 10.2 to the Company’s Registration Statement on Form S-8 (File No. 333-182756) filed on July 19, 2012).
10.3†						Form of Restricted Stock Award Agreement under the 2012 Equity Plan (incorporated by reference from Exhibit 10.3 to the Company’s Registration Statement on Form S-8 (File No. 333-182756) filed on July 19, 2012).
10.4†						Form of Performance-Based Restricted Stock Unit Award Agreement under the 2012 Equity Plan (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No. 001-33584) filed on August 1, 2019).
10.5†						The Employee Stock Purchase Plan (the “ESPP”) (incorporated by reference from Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (File No. 333-182756) filed on October 9, 2020).
10.6†						Employment Agreement, dated as of April 24, 2019, between Dice, Inc. and Chris Henderson (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No. 001-33584) filed on August 1, 2019 .
10.7†						Employment Agreement, dated as of February 19, 2019, between Dice, Inc. and Paul Farnsworth (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (File No. 001-33584) filed on May 2, 2019 .


10.8†						The DHI Group, Inc. Executive Cash Incentive Plan (incorporated by reference from Exhibit 10.12 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-141876) filed on June 8, 2007).
10.9†						Employment Agreement, dated as of January 31, 2000, and amended as of March 1, 2001, between Earthweb Inc. and Brian Campbell (incorporated by reference from Exhibit 10.7 to Amendment No. 6 to the Company’s Registration Statement on Form S-1 (File No. 333-141876) filed on July 11, 2007).
10.10†						Employment Agreement dated as of January 1, 2014 between Dice Inc. and Pamela Bilash (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (File No. 001-33584) filed on April 30, 2014).
10.11						Second Amended and Restated Credit Agreement dated as of November 14, 2018, among DHI Group, Inc., Dice Inc. and Dice Career Solutions, Inc., as Borrowers, the various lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and BMO Harris Bank N.A., as co-syndication agents and TD Bank, N.A., as documentation agent.
10.12†						Employment Agreement and Addendum to Employment Agreement dated as of April 9, 2018 between DHI Group, Inc., Dice Inc. and Art Zeile (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (File No. 001-33584) filed on August 2, 2018).
10.13†						Employment Agreement and Addendum to Employment Agreement dated as of September 9, 2018 between DHI Group, Inc. and Christian Dwyer (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (File No. 001-33584) filed on November 1, 2018).
10.14†						Employment Agreement and Addendum to Employment Agreement dated as of September 25, 2018, between DHI Group, Inc. and Michelle Marian.
10.15*†						Employment Agreement and Addendum to Employment Agreement dated as of October 17, 2019, between DHI Group, Inc. and Arie Kanofsky.
10.16†						Employment Agreement dated as of December 12, 2019 among DHI Group, Inc., Dice Inc. and Kevin Bostick (incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-33584) filed on December 13, 2019).
10.17†						Separation Agreement dated as of December 12, 2019 between DHI Group, Inc. and Luc Gregoire (incorporated by reference from Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-33584) filed on December 13, 2019).
10.18						Amendment No. 1 dated as of June 22, 2021 to the Second Amended and Restated Credit Agreement dated as of November 14, 2018, among DHI Group, Inc., Dice Inc. and Dice Career Solutions, Inc., as Borrowers, the various lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and BMO Harris Bank N.A., as co-syndication agents and TD Bank, N.A., as documentation agent.
10.19*†						Separation Agreement dated as of November 11, 2021 between DHI Group, Inc. and Christian Dwyer.
10.20*†						First Amendment, dated as of February 8, 2022, to Employment Agreement dated as of December 12, 2019 between Dice, Inc. and Kevin Bostick.
10.21*†						First Amendment, dated as of February 8, 2022, to Employment Agreement dated as of April 24, 2019 between Dice, Inc. and Chris Henderson.
10.22*†						First Amendment, dated as of February 8, 2022, to Employment Agreement dated as of February 19, 2019 between Dice, Inc. and Paul Farnsworth.
10.23*†						First Amendment, dated as of February 8, 2022, to Employment Agreement dated as January 1, 2014 between Dice, Inc. and Pamela Bilash.
10.24*†						First Amendment, dated as of February 8, 2022, to Employment Agreement dated as of October 17, 2019 between Dice, Inc. and Arie Kanofsky.
10.25*†						First Amendment, dated as of February 8, 2022, to Employment Agreement dated as of September 25, 2018 between Dice, Inc. and Michelle Marian.
21.1*						Subsidiaries of the Registrant.
23.1*						Consent Independent Registered Public Accounting Firm
31.1*						Certifications of Art Zeile, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


31.2*						Certifications of Kevin Bostick, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*						Certifications of Art Zeile, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*						Certifications of Kevin Bostick, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						XBRL Taxonomy Extension Schema Document.
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


*						Filed herewith.
†						Identifies a management contract or compensatory plan or arrangement.
(b)						Financial Statement Schedules.