UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549



FORM 8-K


CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported) October 28, 2015

DHI Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE
(State or Other Jurisdiction of Incorporation)
001-33584
 
20-3179218
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
 
 
 
 
 
 
1040 AVENUE OF THE AMERICAS, 8TH FLOOR, NEW YORK, NEW YORK
 
10018
(Address of Principal Executive Offices)
 
(Zip Code)

(212) 725-6550
(Registrant's Telephone Number, Including Area Code)

NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






ITEM 2.02.    RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On October 28, 2015, DHI Group, Inc. (the “Company”) reported its results of operations for the fiscal quarter ended September 30, 2015. A copy of the press release issued by the Company concerning the foregoing is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in this Form 8-K, including the accompanying exhibit, is being furnished under Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

(a)
Financial Statements of Business Acquired.
Not applicable.
(b)
Pro Forma Financial Information.
Not applicable.
(c)
Shell Company Transactions.
Not applicable.
(d)
Exhibits.
EXHIBIT NO.     DESCRIPTION
99.1                Press Release, dated October 28, 2015





















SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
DHI GROUP, INC.
 
 
 
 
 
 
 
Date:
October 28, 2015
By:  /S/ JOHN J. ROBERTS                       
 
 
 
 
Name: John J. Roberts
 
 
 
 
Title: Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 






EXHIBIT INDEX

99.1     Press Release, dated October 28, 2015









DHI Group, Inc. Reports Third Quarter 2015 Results

•
Total revenues of $65.1 million, Adjusted EBITDA of $19.1 million and net income of $6.5 million or $0.12 per diluted share
•
Excluding Slashdot Media, total revenues of $61.6 million, Adjusted EBITDA of $18.8 million and net income of $6.4 million
•
Cash flow from operations of $12.4 million for Q3 2015 and $49.4 million for the first nine months, an increase of 4% year-over-year
•
Continued adoption of Open Web, with Dice’s Open Web customer count in the U.S. increasing 56% from year-end 2014 for annual customers and reaching more than 1,000 total customers

New York, New York, October 28, 2015 - DHI Group, Inc. (formerly known as Dice Holdings, Inc.) (NYSE: DHX) (the “Company”), a leading provider of data, insights and employment connections through our specialized services for professional communities including technology and security clearance, financial services, energy, healthcare and hospitality, today reported financial results for the quarter ended September 30, 2015.
“Our third quarter results reflect the progress we are making on our path of innovation, integration and evolution, and we are confident our approach is helping us expand our market opportunity and strengthen our vertical leadership positioning,” said Michael Durney, President and Chief Executive Officer. “As we continue to enhance our product portfolio, we are seeing increased engagement with our customers, who are looking to expand the ways in which they find and interact with professionals. With a great deal of the integration and positioning work related to our recent acquisitions now complete, we are better positioned than ever before to leverage capabilities across our business and drive growth long-term.”
Q3 2015 Product and Business Highlights
New and Emerging Products
•
Adoption of Open Web at Dice continues and the likely-to-switch feature launched in July, which gives customers the ability to narrow candidate searches based on the likelihood of candidates to change professional position, has generated positive initial feedback.
•
Value-add Sourcing Concierge and Branding Products growth provide an encouraging sign that the Company’s evolving product portfolio is beginning to gain greater traction.
•
Launched Spotlight in the Company’s Health eCareers service, a new employer branding product suite with rich content and unique features, such as employee-generated company reviews, that is seeing strong early customer demand.




Q3 2015 Financial Highlights
The following summarizes consolidated financial results for the quarters ended September 30, 2015 and 2014 ($ in millions, except per share data):
 
Q3 2015

 
Q3 2014

YoY % Change

 
Revenues
$
65.1

 
$
67.6

(4
)%
*
Operating income
$
11.0

 
$
13.4

(18
)%
 
Income before income taxes
$
10.1

 
$
12.5

(19
)%
 
Net income
$
6.5

 
$
9.5

(32
)%
 
Diluted earnings per share
$
0.12

 
$
0.18

(33
)%
 
Net cash provided by operating activities
$
12.4

 
$
14.3

(13
)%
 
 
 
 
 
 
 
Adjusted Revenues
$
65.1

 
$
68.1

(4
)%
 
Adjusted EBITDA
$
19.1

 
$
22.4

(15
)%
 
Adjusted EBITDA margin
29.3
%
 
32.9
%
n.m.

 
 
 
 
 
 
 
Adjusted Revenues, excluding Slashdot Media
$
61.6

 
$
63.3

(3
)%
*
Adjusted EBITDA, excluding Slashdot Media
$
18.8

 
$
21.0

(10
)%
 
Adjusted EBITDA margin, excluding Slashdot Media
30.4
%
 
33.1
%
n.m.

 
* Excluding the negative impact of currency translation, revenues decreased 2%, and Adjusted Revenues, excluding Slashdot Media decreased 1%, year-over-year.

Q3 2015 Financial Highlights by Segment
“Our third quarter performance demonstrates the strength of our diversified business model. We delivered improved constant currency results in all of our core businesses with the exception of Energy, which continues to be negatively impacted by lower oil prices. At the same time, we generated solid free cash flow while continuing to invest in innovation for future growth, further reducing net debt and returning cash to shareholders. With a strong foundation now in place, we believe we are well positioned to drive improved financial performance beginning in 2016,” said John Roberts, Chief Financial Officer.














The following summarizes segment Adjusted Revenues, Adjusted EBITDA and Adjusted EBITDA Margin results for the quarters ended September 30, 2015 and 2014 ($ in millions):
 
Adjusted Revenues by Segment
 
Adjusted EBITDA by Segment
 
 
Q3 2015

 
Q3 2014

 
YoY % Change
 
Q3 2015

 
Q3 2015 Margin
 
Q3 2014

 
Q3 2014 Margin
 
Tech & Clearance
$
35.3

 
$
34.0

 
4%
 
$
16.2

 
46
%
 
$
15.8

 
46
%
 
Finance
9.3

 
9.4

 
(2)%
 
2.3

 
25
%
 
2.2

 
23
%
 
Energy
4.7

 
8.2

 
(42)%
 
0.9

 
19
%
 
4.0

 
49
%
 
Healthcare
7.9

 
7.1

 
11%
 
1.2

 
15
%
 
0.6

 
8
%
 
Hospitality
3.9

 
3.8

 
2%
 
1.7

 
44
%
 
1.6

 
42
%
 
Before Corporate & Other
61.1

 
62.6

 
(2)%
 
22.4

 
37
%
 
24.3

 
39
%
 
Slashdot Media
3.5

 
4.8

 
(26)%
 
0.3

 
9
%
 
1.4

 
29
%
 
Corporate & Other
0.5

 
0.7

 
(29)%
 
(3.5
)
 
n.m.

 
(3.3
)
 
n.m.

 
Total Corporate & Other
4.0

 
5.5

 
(27)%
 
(3.2
)
 
n.m.

 
(1.9
)
 
n.m.

 
Total
$
65.1

 
$
68.1

 
(4)%
 
$
19.1

 
29
%
 
$
22.4

 
33
%
 

Q3 2015 Primary Drivers of YoY % Change
•
Adjusted Revenues growth in the Tech & Clearance segment was driven by growth of 23% at ClearanceJobs and 17% at Dice Europe.
•
Finance segment revenues increased 6% in constant currency, driven by increases of 10% in North America, 10% in the Asia Pacific region, 8% in the UK and 1% in Continental Europe.
•
The decline in Energy segment Adjusted Revenues reflects the negative impact on recruitment and advertising activity from the poor overall market in oil and gas.
•
Adjusted Revenues growth in the Healthcare segment primarily reflects an increase in usage of our services at Health eCareers driven by increased engagement with customers.








Supplemental Information
($ in millions)
September 30, 2015

 
December 31, 2014

 
September 30, 2014

 
YTD $ Change

 
YoY $ Change

Deferred revenue (excluding Slashdot Media)
$
81.9

 
$
85.0

 
$
80.5

 
$
(3.1
)
 
$
1.4

Slashdot Media deferred revenue (1)
1.2

 
1.4

 
1.4

 
(0.2
)
 
(0.2
)
Total deferred revenue
$
83.1

 
$
86.4

 
$
81.9

 
$
(3.3
)
 
$
1.2

Net debt
$
67.7

 
$
83.7

 
$
86.1

 
$
(16.0
)
 
$
(18.4
)
(1) Slashdot Media deferred revenue is included in liabilities held for sale as of September 30, 2015 only.

Q3 2015 Primary Drivers of YoY % Change in Supplemental Items
•
The YTD decrease in deferred revenue (excluding Slashdot Media) primarily reflects decreases in the Energy segment, partially offset by increases in the Finance (10%) and Healthcare (12%) segments.
•
The YoY increase in deferred revenue (excluding Slashdot Media) primarily reflects increases in the Tech & Clearance (6%) and Finance (9%) segments, partially offset by a decrease in the Energy segment.

Stock Repurchase Program
During the third quarter of 2015, the Company purchased approximately 1.2 million shares of its common stock at an average cost of $7.78 per share for a total cost of approximately $9.3 million. At September 30, 2015, approximately $19.3 million remained authorized for repurchase under a $50 million plan that expires in December 2015.

Business Outlook
Given the planned divestiture of Slashdot Media and our reporting of such business, we believe that, in order to provide more meaningful estimates of our future financial performance, it is more appropriate to discuss our estimated future financial performance excluding Slashdot Media operations going forward.





Current Full-Year 2015 Business Outlook Excluding Slashdot Media
($ in millions, except diluted earnings per share)
 
Q4 2015
FY 2015
Revenues excluding Slashdot Media*
 
$61.5 - $62.5
$245.0 - $246.0
Estimated Contribution by Segment
 
 
 
Tech & Clearance
 
57%
56%
Finance
 
15%
15%
Energy
 
8%
8%
Healthcare
 
13%
13%
Hospitality
 
6%
7%
Corporate & Other
 
1%
1%
Adjusted EBITDA
 
$17.8 - $18.8
$72.5 - $73.5
Depreciation and amortization
 
$5.4
$22.9
Non-cash stock compensation expense
 
$2.5
$9.7
Interest expense, net
 
$0.8
$3.3
Income taxes
 
$3.6 - $4.0
$14.2 - $14.6
Net income
 
$5.5 - $6.1
$22.4 - $23.0
Diluted earnings per share
 
$0.11 - $0.12
$0.42 - $0.43
Diluted share count
 
52 million
53 million
* For the full-year 2015, the Company now estimates Slashdot Media will generate $14 - $15 million in revenues. For Q4 2015, Slashdot Media is expected to generate $3 - $4 million in revenues.

Estimated financial performance for 2015 reflects:
•
Investments in new growth initiatives;
•
Ongoing investments related to product development including Open Web;
•
Anticipated negative impact of currency fluctuations compared to 2014; and
•
Anticipated negative impact on the Company’s Energy segment from the significant decline in oil prices.

Conference Call Information
The Company will host a conference call to discuss third quarter results today at 8:30 a.m. Eastern Time.  Hosting the call will be Michael Durney, President and Chief Executive Officer, and John Roberts, Chief Financial Officer.
The conference call can be accessed live over the phone by dialing 1-866-777-2509 or for international callers by dialing 1-412-317-5413. Please ask to be joined to the DHI Group, Inc. call. A replay will be available one hour after the call and can be accessed by dialing 1-877-344-7529 or 1-412-317-0088 for international callers; the replay passcode is 10074148. The replay will be available until November 5, 2015.
The call will also be webcast live from the Company’s website at www.dhigroupinc.com under the Investor Relations section.







Investor Contact

Jennifer Milan
Director, Investor Relations
DHI Group, Inc.
212-448-4181
ir@dhigroupinc.com

Media Contact

Rachel Ceccarelli
Director, Corporate Communications
DHI Group, Inc.
212-448-8288
media@dhigroupinc.com
 

About DHI Group, Inc.
DHI Group, Inc. (NYSE: DHX) (formerly known as Dice Holdings, Inc.) is a leading provider of data, insights and connections through our specialized services for professional communities including technology and security clearance, financial services, energy, healthcare and hospitality. Our mission is to empower professionals and organizations to compete and win through expert insights and relevant employment connections. Employers and recruiters use our websites and services to source and hire the most qualified professionals in select and highly-skilled occupations, while professionals use our websites and services to find the best employment opportunities in and the most timely news and information about their respective areas of expertise. For 25 years, we have built our company on providing employers and recruiters with efficient access to high-quality, unique professional communities, and offering the professionals in those communities access to highly-relevant career opportunities, news, tools and information. Today, we serve multiple markets located throughout North America, Europe, the Middle East and the Asia Pacific region.
Notes Regarding the Use of Non-GAAP Financial Measures
The Company has provided certain non-GAAP financial information as additional information for its operating results. These measures are not in accordance with, or an alternative for, generally accepted accounting principles in the United States (“GAAP”) and may be different from similarly titled non-GAAP measures reported by other companies. The Company believes that its presentation of non-GAAP measures, such as adjusted earnings before interest, taxes, depreciation, amortization, non-cash stock based compensation expense, and other non-recurring income or expense (“Adjusted EBITDA”), Adjusted EBITDA excluding Slashdot Media, free cash flow, Adjusted Revenues, Adjusted Revenues excluding Slashdot Media, Net Income excluding Slashdot Media, net cash and net debt, provides useful information to management and investors regarding certain financial and business trends relating to its financial condition and results of operations. In addition, the Company’s management uses these measures for reviewing the financial results of the Company and for budgeting and planning purposes. The Company has provided required reconciliations to the most comparable GAAP measures in the section entitled “Supplemental Information and Non-GAAP Reconciliations.”





Adjusted EBITDA
Adjusted EBITDA is a non-GAAP metric used by management to measure operating performance. Management uses Adjusted EBITDA as a performance measure for internal monitoring and planning, including preparation of annual budgets, analyzing investment decisions and evaluating profitability and performance comparisons between us and our competitors. The Company also uses this measure to calculate amounts of performance based compensation under the senior management incentive bonus program. Adjusted EBITDA, as defined in our Credit Agreement, represents net income plus (to the extent deducted in calculating such net income) interest expense, income tax expense, depreciation and amortization, non-cash stock option expenses, losses resulting from certain dispositions outside the ordinary course of business, certain writeoffs in connection with indebtedness, impairment charges with respect to long-lived assets, expenses incurred in connection with an equity offering, extraordinary or non-recurring non-cash expenses or losses, transaction costs in connection with the Credit Agreement up to $250,000, deferred revenues written off in connection with acquisition purchase accounting adjustments, writeoff of non-cash stock compensation expense, and business interruption insurance proceeds, minus (to the extent included in calculating such net income) non-cash income or gains, interest income, and any income or gain resulting from certain dispositions outside the ordinary course of business.
We consider Adjusted EBITDA, as defined above, to be an important indicator to investors because it provides information related to our ability to provide cash flows to meet future debt service, capital expenditures and working capital requirements and to fund future growth as well as to monitor compliance with financial covenants. We present Adjusted EBITDA as a supplemental performance measure because we believe that this measure provides our board of directors, management and investors with additional information to measure our performance, provide comparisons from period to period and company to company by excluding potential differences caused by variations in capital structures (affecting interest expense) and tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses), and to estimate our value.
We present Adjusted EBITDA because covenants in our Credit Agreement contain ratios based on this measure. Our Credit Agreement is material to us because it is one of our primary sources of liquidity. If our Adjusted EBITDA were to decline below certain levels, covenants in our Credit Agreement that are based on Adjusted EBITDA may be violated and could cause a default and acceleration of payment obligations under our Credit Agreement.

Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our profitability or liquidity.

Adjusted EBITDA Excluding Slashdot Media
Adjusted EBITDA excluding Slashdot Media is a non-GAAP metric used by management to measure operating performance. Management uses Adjusted EBITDA excluding Slashdot Media as a measure of our financial performance going forward due to our plans to divest of Slashdot Media. Adjusted EBITDA excluding Slashdot Media, represents Adjusted EBITDA defined above, less Slashdot Media EBITDA.

Adjusted Revenues
Adjusted Revenues is a non-GAAP metric used by management to measure operating performance. Adjusted Revenues represents Revenues plus the add back of the fair value adjustment to deferred




revenue related to purchase accounting of acquisitions. We consider Adjusted Revenues to be an important measure to evaluate the performance of our acquisitions.

Adjusted Revenues Excluding Slashdot Media
Adjusted Revenues excluding Slashdot Media is a non-GAAP metric used by management to measure operating performance. Adjusted Revenues excluding Slashdot Media represents Adjusted Revenues as defined above less Slashdot Media revenue. We consider Adjusted Revenues excluding Slashdot Media to be an important measure to evaluate our financial performance going forward due to our plans to divest of Slashdot Media.

Net Income Excluding Slashdot Media
Net Income excluding Slashdot Media is a non-GAAP metric used by management to measure operating performance. Net Income excluding Slashdot Media is defined as Net Income less Slashdot Media Net Income. We consider Net Income excluding Slashdot Media to be an important measure of our financial performance going forward due to our plans to divest of Slashdot Media.

Free Cash Flow
We define free cash flow as net cash provided by operating activities minus capital expenditures. We believe free cash flow is an important non-GAAP measure as it provides useful cash flow information regarding our ability to service, incur or pay down indebtedness or repurchase our common stock. We use free cash flow as a measure to reflect cash available to service our debt as well as to fund our expenditures. A limitation of using free cash flow versus the GAAP measure of net cash provided by operating activities is that free cash flow does not represent the total increase or decrease in the cash balance from operations for the period since it includes cash used for capital expenditures during the period and is adjusted for acquisition related payments within operating cash flows.

Net Cash/Net Debt
Net Cash is defined as cash and cash equivalents less total debt. Net Debt is defined as total debt less cash and cash equivalents. We consider Net Cash and Net Debt to be important measures of liquidity and indicators of our ability to meet ongoing obligations. We also use Net Cash and Net Debt, among other measures, in evaluating our choices for capital deployment. Net Cash and Net Debt presented herein are non-GAAP measures and may not be comparable to similarly titled measures used by other companies.

Forward-Looking Statements
This press release and oral statements made from time to time by our representatives contain forward-looking statements. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include information without limitation concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, competition from existing and future competitors in the highly competitive market in which we operate, failure to adapt our




business model to keep pace with rapid changes in the recruiting and career services business, failure to maintain and develop our reputation and brand recognition, failure to increase or maintain the number of customers who purchase recruitment packages, cyclicality or downturns in the economy or industries we serve, failure to attract qualified professionals to our websites or grow the number of qualified professionals who use our websites, failure to successfully identify or integrate acquisitions, U.S. and foreign government regulation of the Internet and taxation, our ability to borrow funds under our revolving credit facility or refinance our indebtedness and restrictions on our current and future operations under such indebtedness. These factors and others are discussed in more detail in the Company’s filings with the Securities and Exchange Commission, all of which are available on the Investors page of our website at www.dhigroupinc.com, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (Dice Holdings, Inc. as of December 31, 2014), under the headings “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
You should keep in mind that any forward-looking statement made by the Company or its representatives herein, or elsewhere, speaks only as of the date on which it is made. New risks and uncertainties come up from time to time, and it is impossible to predict these events or how they may affect us. We have no obligation to update any forward-looking statements after the date hereof, except as required by applicable law.






DHI GROUP, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
     (in thousands except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the three months ended September 30,
 
For the nine months ended September 30,
 
 
 
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
65,138

 
$
67,615

 
$
194,710

 
$
194,849

 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
Cost of revenues
9,765

 
9,418

 
29,255

 
27,803

Product development
7,938

 
6,487

 
22,082

 
19,254

Sales and marketing
19,779

 
20,746

 
60,984

 
60,032

General and administrative
10,958

 
10,760

 
34,059

 
32,131

Depreciation
2,364

 
2,930

 
6,821

 
8,647

Amortization of intangible assets
3,376

 
3,798

 
10,875

 
12,552

Change in acquisition related contingencies
—

 
44

 
—

 
134

 
 
Total operating expenses
54,180

 
54,183

 
164,076

 
160,553

Operating income
10,958

 
13,432

 
30,634

 
34,296

Interest expense
(831
)
 
(927
)
 
(2,472
)
 
(2,875
)
Other income (expense)
7

 
8

 
(2
)
 
(129
)
Income before income taxes
10,134

 
12,513

 
28,160

 
31,292

Income tax expense
3,623

 
3,020

 
10,879

 
10,196

Net income
$
6,511

 
$
9,493

 
$
17,281

 
$
21,096

 
 
 
 
 
 
 
 
 
 
 
Basic earnings per share
$
0.13

 
$
0.18

 
$
0.33

 
$
0.40

Diluted earnings per share
$
0.12

 
$
0.18

 
$
0.33

 
$
0.39

 
 
 
 
 
 
 
 
 
 
 
Weighted average basic shares outstanding
51,228

 
52,089

 
51,792

 
52,486

Weighted average diluted shares outstanding
52,230

 
54,106

 
53,056

 
54,545

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





DHI GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the three months ended September 30,
 
For the nine months ended September 30,
 
 
 
 
2015
 
2014
 
2015
 
2014
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
Net income
 
$
6,511

 
$
9,493

 
$
17,281

 
$
21,096

Adjustments to reconcile net income to net cash flows from operating activities:
 
 
 
 
 
 
 
 
 
Depreciation
 
2,364

 
2,930

 
6,821

 
8,647

 
Amortization of intangible assets
 
3,376

 
3,798

 
10,875

 
12,552

 
Deferred income taxes
 
1,455

 
(1,632
)
 
(373
)
 
(4,317
)
 
Amortization of deferred financing costs
 
104

 
93

 
313

 
278

 
Stock based compensation
 
2,410

 
1,739

 
7,490

 
5,886

 
Change in acquisition related contingencies
 
—

 
44

 
—

 
134

 
Change in accrual for unrecognized tax benefits
 
8

 
613

 
172

 
893

Changes in operating assets and liabilities:
 
 
 
 
 
 
 
 
 
Accounts receivable
 
(1,392
)
 
(1,427
)
 
3,437

 
(232
)
 
Prepaid expenses and other assets
 
474

 
1,726

 
1,601

 
(446
)
 
Accounts payable and accrued expenses
 
1,481

 
4,600

 
(2,332
)
 
(16
)
 
Income taxes receivable/payable
 
(280
)
 
(4,879
)
 
6,050

 
(956
)
 
Deferred revenue
 
(4,165
)
 
(3,347
)
 
(2,132
)
 
3,581

 
Other, net
 
34

 
528

 
166

 
544

Net cash flows from operating activities
 
12,380

 
14,279

 
49,369

 
47,644

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Payments for acquisitions, net of cash acquired
 
—

 
—

 
—

 
(27,001
)
 
Purchases of fixed assets
 
(1,782
)
 
(1,838
)
 
(6,710
)
 
(6,784
)
Net cash flows from investing activities
 
(1,782
)
 
(1,838
)
 
(6,710
)
 
(33,785
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Payments on long-term debt
 
(7,625
)
 
(9,625
)
 
(28,875
)
 
(23,875
)
 
Proceeds from long-term debt
 
5,000

 
6,000

 
20,000

 
18,000

 
Payments under stock repurchase plan
 
(8,182
)
 
(8,362
)
 
(29,561
)
 
(26,909
)
 
Payment of acquisition related contingencies
 
—

 
—

 
(3,829
)
 
(824
)
 
Proceeds from stock option exercises
 
758

 
4,654

 
5,897

 
7,974

 
Purchase of treasury stock related to vested restricted stock
 
(119
)
 
(112
)
 
(1,665
)
 
(1,223
)
 
Excess tax benefit over book expense from stock based compensation
 
693

 
869

 
2,114

 
1,504

Net cash flows from financing activities
 
(9,475
)
 
(6,576
)
 
(35,919
)
 
(25,353
)
Effect of exchange rate changes
 
127

 
1,103

 
394

 
(839
)
Net change in cash and cash equivalents for the period
 
1,250

 
6,968

 
7,134

 
(12,333
)
Cash and cash equivalents, beginning of period
 
32,661

 
20,050

 
26,777

 
39,351

Cash and cash equivalents, end of period
 
$
33,911

 
$
27,018

 
$
33,911

 
$
27,018





DHI GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands)
 
 
 
 
 
 
ASSETS
September 30, 2015
 
December 31, 2014
Current assets
 
 
 
 
Cash and cash equivalents
$
33,911

 
$
26,777

 
Accounts receivable, net
40,567

 
49,048

 
Deferred income taxes—current
3,163

 
3,373

 
Income taxes receivable
1,068

 
3,973

 
Prepaid and other current assets
3,308

 
4,764

 
Assets held for sale
4,683

 
—

 
 
Total current assets
86,700

 
87,935

Fixed assets, net
15,495

 
16,066

Acquired intangible assets, net
68,675

 
81,345

Goodwill
235,445

 
239,256

Deferred financing costs, net
1,007

 
1,320

Deferred income taxes—non-current
344

 
399

Other assets
645

 
926

 
 
Total assets
$
408,311

 
$
427,247

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities
 
 
 
 
Accounts payable and accrued expenses
$
23,042

 
$
25,714

 
Deferred revenue
81,872

 
86,444

 
Current portion of acquisition related contingencies
—

 
3,883

 
Current portion of long-term debt
4,375

 
2,500

 
Deferred income taxes—current
—

 
3

 
Income taxes payable
4,319

 
1,205

 
Liabilities held for sale
2,379

 
—

 
 
Total current liabilities
115,987

 
119,749

Long-term debt
97,250

 
108,000

Deferred income taxes—non-current
14,703

 
15,478

Accrual for unrecognized tax benefits
3,564

 
3,392

Other long-term liabilities
2,985

 
2,830

 
 
Total liabilities
234,489

 
249,449

Total stockholders’ equity
173,822

 
177,798

 
 
Total liabilities and stockholders’ equity
$
408,311

 
$
427,247

 
 
 
 
 
 






Supplemental Information and Non-GAAP Reconciliations
On the pages that follow, the Company has provided certain supplemental information that we believe will
assist the reader in assessing our business operations and performance, including certain non-GAAP
financial information and required reconciliations to the most comparable GAAP measures. Certain non-GAAP financial information and required reconciliations exclude Slashdot Media and are used as an important measure of our estimates of financial performance going forward. A statement of operations and statement of cash flows for the three and nine month periods ended September 30, 2015 and 2014 and a balance sheet as of September 30, 2015 and December 31, 2014 are provided elsewhere in this press release.













DHI GROUP, INC.
NON-GAAP AND QUARTERLY SUPPLEMENTAL DATA
(Unaudited)
     (dollars in thousands except per customer data)
 
 
 
 
 
 
 
 
 
 
 
For the three months ended September 30,
 
For the nine months ended September 30,
 
 
2015
 
2014
 
2015
 
2014
Revenues by Segment (GAAP Revenue)
 
 
 
 
 
 
 
Tech & Clearance (1)
$
35,326

 
$
34,028

 
$
103,330

 
$
99,075

Finance
9,286

 
9,449

 
26,799

 
27,493

Energy
4,734

 
8,043

 
16,795

 
22,465

Healthcare
7,857

 
6,921

 
22,742

 
19,995

Hospitality
3,900

 
3,668

 
12,217

 
10,050

Corporate & Other (1)
4,035

 
5,506

 
12,827

 
15,771

 
 
$
65,138

 
$
67,615

 
$
194,710

 
$
194,849

 
 
 
 
 
 
 
 
Add back fair value adjustment to deferred revenue
 
 
 
 
 
 
 
Tech & Clearance
$
—

 
$
—

 
$
—

 
$
262

Energy
—

 
160

 
—

 
617

Healthcare
—

 
153

 
—

 
839

Hospitality
—

 
164

 
—

 
1,027

 
 
$
—

 
$
477

 
$
—

 
$
2,745

Adjusted Revenues by Segment
 
 
 
 
 
 
 
Tech & Clearance
$
35,326

 
$
34,028

 
$
103,330

 
$
99,337

Finance
9,286

 
9,449

 
26,799

 
27,493

Energy
4,734

 
8,203

 
16,795

 
23,082

Healthcare
7,857

 
7,074

 
22,742

 
20,834

Hospitality
3,900

 
3,832

 
12,217

 
11,077

Corporate & Other
4,035

 
5,506

 
12,827

 
15,771

 
 
$
65,138

 
$
68,092

 
$
194,710

 
$
197,594

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dice Recruitment Package Customers
 
 
 
 
 
 
 
Beginning of period
7,750

 
8,000

 
7,800

 
8,100

End of period
7,700

 
8,000

 
7,700

 
8,000

Average for the period (2)
7,700

 
8,000

 
7,750

 
8,000

 
 
 
 
 
 
 
 
 
Dice Average Monthly Revenue per
Recruitment Package Customer (3)
$
1,101

 
$
1,047

 
$
1,087

 
$
1,035

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




 
 
 
 
 
 
 
 
DHI GROUP, INC.
NON-GAAP AND QUARTERLY SUPPLEMENTAL DATA (CONTINUED)
(Unaudited)
 
 
 
 
 
 
 
 
 
For the three months ended September 30,
 
For the nine months ended September 30,
 
2015
 
2014
 
2015
 
2014
Reconciliation of Net Income to Adjusted EBITDA:
 
 
 
 
 
 
 
Net income
$
6,511

 
$
9,493

 
$
17,281

 
$
21,096

 
Interest expense
831

 
927

 
2,472

 
2,875

 
Income tax expense
3,623

 
3,020

 
10,879

 
10,196

 
Depreciation
2,364

 
2,930

 
6,821

 
8,647

 
Amortization of intangible assets
3,376

 
3,798

 
10,875

 
12,552

 
Change in acquisition related contingencies
—

 
44

 
—

 
134

 
Non-cash stock compensation expense
2,410

 
1,739

 
7,490

 
5,886

 
Deferred revenue adjustment
—

 
477

 
—

 
2,745

 
Other
(7
)
 
(8
)
 
2

 
129

Adjusted EBITDA
$
19,108

 
$
22,420

 
$
55,820

 
$
64,260

 
 
 
 
 
 
 
 
Reconciliation of Operating Cash Flows to Adjusted EBITDA:
 
 
 
 
 
 
 
Net cash provided by operating activities
$
12,380

 
$
14,279

 
$
49,369

 
$
47,644

 
Interest expense
831

 
927

 
2,472

 
2,875

 
Amortization of deferred financing costs
(104
)
 
(93
)
 
(313
)
 
(278
)
 
Income tax expense
3,623

 
3,020

 
10,879

 
10,196

 
Deferred income taxes
(1,455
)
 
1,632

 
373

 
4,317

 
Change in accrual for unrecognized tax benefits
(8
)
 
(613
)
 
(172
)
 
(893
)
 
Change in accounts receivable
1,392

 
1,427

 
(3,437
)
 
232

 
Change in deferred revenue
4,165

 
3,347

 
2,132

 
(3,581
)
 
Deferred revenue adjustment
—

 
477

 
—

 
2,745

 
Changes in working capital and other
(1,716
)
 
(1,983
)
 
(5,483
)
 
1,003

Adjusted EBITDA
$
19,108

 
$
22,420

 
$
55,820

 
$
64,260

 
 
 
 
 
 
 
 
 
Adjusted EBITDA Margin (4)
29.3
%
 
32.9
%
 
28.7
%
 
32.5
%
 
 
 
 
 
 
 
 
 
Calculation of Free Cash Flow
 
 
 
 
 
 
 
Net cash provided by operating activities
$
12,380

 
$
14,279

 
$
49,369

 
$
47,644

Purchases of fixed assets
(1,782
)
 
(1,838
)
 
(6,710
)
 
(6,784
)
Free Cash Flow
$
10,598

 
$
12,441

 
$
42,659

 
$
40,860

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




 
 
 
 
 
 
 
 
 
 
DHI GROUP, INC.
 
NON-GAAP AND QUARTERLY SUPPLEMENTAL DATA (CONTINUED)
 
(Unaudited)
 
 
 
 
 
 
 
For the three months ended September 30,
 
For the nine months ended September 30,
 
 
2015
 
2014
 
2015
 
2014
Adjusted Revenues
$
65,138

 
$
68,092

 
$
194,710

 
$
197,594

Less impact of Slashdot Media
3,506

 
4,751

 
11,173

 
13,509

Adjusted Revenues, excluding Slashdot Media
$
61,632

 
$
63,341

 
$
183,537

 
$
184,085

 
 
 
 
 
 
 
 
 
Net Income
$
6,511

 
$
9,493

 
$
17,281

 
$
21,096

Less impact of Slashdot Media
118

 
675

 
431

 
1,885

Net Income, excluding Slashdot Media
$
6,393

 
$
8,818

 
$
16,850

 
$
19,211

 
 
 
 
 
 
 
 
 
Adjusted EBITDA
$
19,108

 
$
22,420

 
$
55,820

 
$
64,260

Less impact of Slashdot Media
292

 
1,446

 
1,144

 
4,091

Adjusted EBITDA, excluding Slashdot Media
$
18,766

 
$
20,974

 
$
54,676

 
$
60,169

 
 
 
 
 
 
 
 
 
Adjusted EBITDA Margin, excluding Slashdot Media (5)
30.4
%
 
33.1
%
 
29.8
%
 
32.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment Definitions:
 
 
 
 
 
 
 
Tech & Clearance: Dice, ClearanceJobs, Dice Europe (formerly known as The IT Job Board) and related career fairs
Finance: eFinancialCareers
 
 
 
 
Energy: Rigzone, OilCareers (from acquisition, March 2014 and integrated into the Rigzone platform in March 2015) and related career fairs
Healthcare: Health eCareers and BioSpace
Hospitality: Hcareers
Corporate & Other: Corporate related costs, Slashdot Media and WorkDigital
 
 
 
 
 
 
 
 
 
(1) The 2014 period reflects a reclassification of certain revenue from the Tech & Clearance segment to the Corporate & Other segment.
(2) Reflects the daily average of recruitment package customers during the period.
 
 
 
 
(3) Reflects the simple average of each period presented.
 
 
 
 
(4) Adjusted EBITDA margin is computed as Adjusted EBITDA divided by Adjusted Revenues.
(5) Adjusted EBITDA margin, excluding Slashdot Media, is computed as Adjusted EBITDA, excluding Slashdot Media, divided by Adjusted Revenues, excluding Slashdot Media.
 
 
 
 
 



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