DHI GROUP, INC. 10-Q

ITEM 1. Financial Statements DHI GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (in thousands, except per share data) September 30, 2020 December 31, 2019 ASSETS Current assets Cash and cash equivalents $ 26,805 $ 5,381 Accounts receivable, net of allowance for doubtful accounts of $1,282 and $708 16,698 21,158 Income taxes receivable 2,495 2,353 Prepaid and other current assets 3,585 4,180 Total current assets 49,583 33,072 Fixed assets, net 23,695 20,352 Acquired intangible assets 23,800 39,000 Capitalized contract costs 6,542 7,515 Goodwill 131,132 156,059 Deferred income taxes 9 7 Operating lease right-of-use asset 17,003 19,712 Other assets 1,381 2,604 Total assets $ 253,145 $ 278,321 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable and accrued expenses $ 15,928 $ 18,908 Operating lease liabilities 3,324 3,643 Deferred revenue 41,410 50,568 Income taxes payable 966 984 Total current liabilities 61,628 74,103 Long-term debt, net 36,546 9,435 Deferred income taxes 10,597 12,823 Deferred revenue 508 1,058 Accrual for unrecognized tax benefits 1,849 1,787 Operating lease liabilities 14,305 16,664 Other long-term liabilities 2,595 1,256 Total liabilities 128,028 117,126 Commitments and Contingencies (Note 11) Stockholders’ equity Convertible preferred stock, $.01 par value, authorized 20,000 shares; no shares issued and outstanding — — Common stock, $.01 par value, authorized 240,000; issued 71,282 and 69,509 shares, respectively; outstanding: 52,694 and 53,918 shares, respectively 714 696 Additional paid-in capital 232,163 227,227 Accumulated other comprehensive loss ( 30,599 ) ( 29,248 ) Accumulated earnings 51,976 83,986 Treasury stock, 18,588 and 15,591 shares, respectively ( 129,137 ) ( 121,466 ) Total stockholders’ equity 125,117 161,195 Total liabilities and stockholders’ equity $ 253,145 $ 278,321 See accompanying notes to the condensed consolidated financial statements. 2 Table of Contents DHI GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenues $ 33,250 $ 37,176 $ 103,667 $ 111,655 Operating expenses: Cost of revenues 4,249 4,250 12,584 11,991 Product development 4,029 4,121 11,968 12,708 Sales and marketing 11,715 13,615 38,550 41,668 General and administrative 7,402 7,502 24,035 23,220 Depreciation 2,807 2,415 9,079 7,201 Impairment of intangible assets 8,000 — 15,200 — Impairment of goodwill 23,626 — 23,626 — Disposition related and other costs (Note 13) — — — 1,700 Total operating expenses 61,828 31,903 135,042 98,488 Loss on sale of business (Note 4) — — — ( 537 ) Operating income (loss) ( 28,578 ) 5,273 ( 31,375 ) 12,630 Interest expense and other ( 274 ) ( 188 ) ( 618 ) ( 512 ) Impairment of equity investment — — ( 2,002 ) — Income (loss) before income taxes ( 28,852 ) 5,085 ( 33,995 ) 12,118 Income tax expense (benefit) ( 1,530 ) 704 ( 1,985 ) 3,088 Net income (loss) $ ( 27,322 ) $ 4,381 $ ( 32,010 ) $ 9,030 Basic earnings (loss) per share $ ( 0.57 ) $ 0.09 $ ( 0.66 ) $ 0.19 Diluted earnings (loss) per share $ ( 0.57 ) $ 0.08 $ ( 0.66 ) $ 0.18 Weighted-average basic shares outstanding 47,955 48,974 48,503 48,668 Weighted-average diluted shares outstanding 47,955 52,137 48,503 51,598 See accompanying notes to the condensed consolidated financial statements. 3 Table of Contents DHI GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) (in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net income (loss) $ ( 27,322 ) $ 4,381 $ ( 32,010 ) $ 9,030 Foreign currency translation adjustment 2,719 ( 1,863 ) ( 1,351 ) ( 2,124 ) Total other comprehensive income (loss) 2,719 ( 1,863 ) ( 1,351 ) ( 2,124 ) Comprehensive income (loss) $ ( 24,603 ) $ 2,518 $ ( 33,361 ) $ 6,906 See accompanying notes to the condensed consolidated financial statements. 4 Table of Contents DHI GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited) (in thousands) 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 December 31, 2019 — $ — 69,509 $ 696 $ 227,227 15,591 $ ( 121,466 ) $ 83,986 $ ( 29,248 ) $ 161,195 Net loss ( 6,550 ) ( 6,550 ) Other comprehensive loss ( 3,865 ) ( 3,865 ) Stock based compensation 1,796 1,796 Restricted stock issued 1,468 15 15 Restricted stock forfeited or withheld to satisfy tax obligations ( 163 ) ( 1 ) 381 ( 1,048 ) ( 1,049 ) Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 5 ) — 100 ( 300 ) ( 300 ) Purchase of treasury stock under stock repurchase plan 660 ( 1,643 ) ( 1,643 ) Balance at March 31, 2020 — $ — 70,809 $ 710 $ 229,023 16,732 $ ( 124,457 ) $ 77,436 $ ( 33,113 ) $ 149,599 Net income 1,862 1,862 Other comprehensive loss ( 205 ) ( 205 ) Stock based compensation 1,615 1,615 Restricted stock issued 393 4 4 Restricted stock forfeited or withheld to satisfy tax obligations ( 118 ) ( 2 ) 65 ( 162 ) ( 164 ) Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 5 ) — 5 ( 13 ) ( 13 ) Purchase of treasury stock under stock repurchase plan 1,342 ( 3,433 ) ( 3,433 ) Balance at June 30, 2020 — $ — 71,079 $ 712 $ 230,638 18,144 $ ( 128,065 ) $ 79,298 $ ( 33,318 ) $ 149,265 Net loss ( 27,322 ) ( 27,322 ) Other comprehensive income 2,719 2,719 Stock based compensation 1,525 1,525 Restricted stock issued 282 2 2 Restricted stock forfeited or withheld to satisfy tax obligations ( 74 ) — 95 ( 218 ) ( 218 ) Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 5 ) — — — — Purchase of treasury stock under stock repurchase plan 349 ( 854 ) ( 854 ) Balance at September 30, 2020 — $ — 71,282 $ 714 $ 232,163 18,588 $ ( 129,137 ) $ 51,976 $ ( 30,599 ) $ 125,117 5 Table of Contents DHI GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited) (in thousands) 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 December 31, 2018 — $ — 87,522 $ 876 $ 383,123 34,126 $ ( 278,843 ) $ 71,435 $ ( 31,236 ) $ 145,355 Net income 1,588 1,588 Other comprehensive income 1,416 1,416 Stock based compensation 1,458 1,458 Restricted stock issued 1,456 15 15 Restricted stock forfeited or withheld to satisfy tax obligations ( 113 ) ( 1 ) 214 ( 532 ) ( 533 ) Performance-Based Restricted Stock Units eligible to vest 680 7 7 Performance-Based Restricted Stock Units forfeited ( 10 ) — — Retirement of treasury stock (see Note 12) ( 20,000 ) ( 200 ) ( 161,600 ) ( 20,000 ) 161,800 — Purchase of treasury stock under stock repurchase plan 250 ( 491 ) ( 491 ) Balance at March 31, 2019 — $ — 69,535 $ 697 $ 222,981 14,590 $ ( 118,066 ) $ 73,023 $ ( 29,820 ) $ 148,815 Net income 3,061 3,061 Other comprehensive loss ( 1,677 ) ( 1,677 ) Stock based compensation 1,620 1,620 Restricted stock issued 411 4 4 Restricted stock forfeited or withheld to satisfy tax obligations ( 114 ) ( 1 ) 165 ( 518 ) ( 519 ) Performance-Based Restricted Stock Units eligible to vest 60 — — Performance-Based Restricted Stock Units forfeited ( 10 ) — — Balance at June 30, 2019 — $ — 69,882 $ 700 $ 224,601 14,755 $ ( 118,584 ) $ 76,084 $ ( 31,497 ) $ 151,304 Net income 4,381 4,381 Other comprehensive loss ( 1,863 ) ( 1,863 ) Stock based compensation 1,057 1,057 Restricted stock issued 234 2 2 Restricted stock forfeited or withheld to satisfy tax obligations ( 214 ) ( 2 ) 85 ( 316 ) ( 318 ) Performance-Based Restricted Stock Units eligible to vest ( 548 ) ( 6 ) ( 6 ) Performance-Based Restricted Stock Units forfeited ( 100 ) ( 1 ) ( 1 ) Purchase of treasury stock under stock repurchase plan 367 $ ( 1,271 ) ( 1,271 ) Balance at September 30, 2019 — $ — 69,254 $ 693 $ 225,658 15,207 $ ( 120,171 ) $ 80,465 $ ( 33,360 ) 153,285 See accompanying notes to the condensed consolidated financial statements. 6 DHI GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) Nine Months Ended September 30, 2020 2019 Cash flows from (used in) operating activities: Net income (loss) $ ( 32,010 ) $ 9,030 Adjustments to reconcile net income to net cash flows from (used in) operating activities: Depreciation 9,079 7,201 Deferred income taxes ( 2,220 ) 573 Amortization of deferred financing costs 110 110 Stock based compensation 4,936 4,135 Impairment of intangible assets 15,200 — Impairment of goodwill 23,626 — Impairment of equity investment 2,002 — Change in accrual for unrecognized tax benefits 62 319 Gain on sale of equity investment ( 200 ) — Loss on sale of business — 537 Changes in operating assets and liabilities: Accounts receivable 4,297 7,244 Prepaid expenses and other assets ( 251 ) 66 Capitalized contract costs 954 1,602 Accounts payable and accrued expenses ( 2,895 ) ( 8,144 ) Income taxes receivable/payable ( 126 ) 923 Deferred revenue ( 9,499 ) ( 4,774 ) Other, net 1,379 166 Net cash flows from operating activities 14,444 18,988 Cash flows from (used) in investing activities: Net cash received from sale of businesses — 2,683 Net cash received from sale of equity investment 200 — Purchases of fixed assets ( 12,536 ) ( 10,345 ) Net cash flows used in investing activities ( 12,336 ) ( 7,662 ) Cash flows from (used in) financing activities: Payments on long-term debt ( 9,444 ) ( 25,000 ) Proceeds from long-term debt 36,444 15,000 Payments under stock repurchase plan ( 5,930 ) ( 1,762 ) Purchase of treasury stock related to vested restricted stock and performance stock units ( 1,742 ) ( 1,366 ) Net cash flows from (used in) financing activities 19,328 ( 13,128 ) Effect of exchange rate changes ( 12 ) ( 216 ) Net change in cash and cash equivalents for the period 21,424 ( 2,018 ) Cash and cash equivalents, beginning of period 5,381 6,472 Cash and cash equivalents, end of period $ 26,805 $ 4,454 See accompanying notes to the condensed consolidated financial statements. 7 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of DHI Group, Inc. (“DHI” or the “Company”) have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in annual audited consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been omitted and condensed pursuant to such rules and regulations. In the opinion of the Company’s management, all adjustments (consisting of only normal and recurring accruals) have been made to present fairly the financial position, results of operations and cash flows of the Company for the periods presented. Although the Company believes that the disclosures are adequate to make the information presented not misleading, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report on Form 10-K”). Operating results for the nine month period ended September 30, 2020 are not necessarily indicative of the results to be achieved for the full year. Preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the period. Management believes the most complex and sensitive judgments, because of their significance to the condensed consolidated financial statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. Actual results could differ materially from management’s estimates reported in the condensed consolidated financial statements and footnotes thereto. There have been no significant changes in the Company’s assumptions regarding critical accounting estimates during the nine month period ended September 30, 2020, except as disclosed in Notes 6, 8 and 9 relating to impairments to equity method investments, intangible assets, and goodwill, respectively. 2. NEW ACCOUNTING STANDARDS In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . ASU 2016-13 changes how entities will account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current "incurred loss" model with an "expected loss" model that requires consideration of a broader range of information to estimate expected credit losses over the lifetime of a financial asset. ASU 2016-13 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2022 for Smaller Reporting Companies. The Company is evaluating the expected impact of this standard on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurements (Topic 820), Disclosures Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This standard removes, modifies, and adds certain disclosure requirements for fair value measurements. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted the new standard on January 1, 2020. The adoption of ASU 2018-13 did not have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software: Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract . The new standard requires entities that are customers in cloud computing arrangements to defer implementation costs if they would be capitalized by the entity in software licensing arrangements under the internal-use software guidance. ASU No. 2018-15 is effective for fiscal years beginning after December 15, 2019 and interim periods within those years. The amendments allow either a retrospective or prospective approach to all implementation costs incurred after adoption. The Company adopted this standard, effective January 1, 2020, under the prospective approach, and capitalized implementation costs are included in other assets on the Company's balance sheet. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, which eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating taxes during interim quarters and the recognition of deferred tax liabilities for outside basis differences. This guidance also simplifies aspects of accounting for franchise taxes, specifies the timing for recognizing certain income tax effects of changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is evaluating the expected impact of this standard on its consolidated financial statements. 8 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 3. REVENUE RECOGNITION The Company recognizes revenue when control of the promised goods or services is transferred to our customers at an amount that reflects the consideration to which we expect to receive in exchange for those goods or services. Revenue is recognized net of customer discounts ratably over the service period. Customer billings delivered in advance of services being rendered are recorded as deferred revenue and recognized over the service period. The Company generates revenue from recruitment packages, advertising, classifieds, and virtual and live career fair and recruitment event booth rentals. Disaggregation of revenue Our brands serve various economic professions, such as technology, security cleared, and financial. The following table provides information about disaggregated revenue by brand and includes a reconciliation of the disaggregated revenue (in thousands): Three Months Ended September 30 Nine Months Ended September 30 2020 2019 2020 2019 Dice $ 19,823 $ 22,915 $ 62,797 $ 69,276 ClearanceJobs 7,326 6,320 21,333 18,116 eFinancialCareers 6,101 7,941 19,537 24,263 Total $ 33,250 $ 37,176 $ 103,667 $ 111,655 Contract Balances The following table provides information about opening and closing balances of receivables and contract liabilities from contracts with customers as required under Topic 606 (in thousands): As of September 30, 2020 As of December 31, 2019 Receivables $ 16,698 $ 21,158 Short-term contract liabilities (deferred revenue) 41,410 50,568 Long-term contract liabilities (deferred revenue) 508 1,058 We receive payments from customers based upon contractual billing schedules; accounts receivable is recorded when customers are invoiced per the contractual billings schedules. As the Company's standard payment terms are less than one year, the Company elected the practical expedient, where applicable. As a result, the Company does not consider the effects of a significant financing component. Contract liabilities include customer billings delivered in advance of performance under the contract, and associated revenue is realized when services are rendered under the contract. Receivables increase due to customer billings and decrease by cash collected from customers. Contract liabilities increase due to customer billings and are decreased as performance obligations are satisfied under the contracts. T he Company recognized the following revenues as a result of changes in the contract liability balances in the respective periods (in thousands): Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Revenue recognized in the period from: Amounts included in the contract liability at the beginning of the period $ 23,724 $ 27,122 $ 46,172 $ 49,653 9 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following table includes estimated deferred revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period (in thousands): Remainder of 2020 2021 2022 2023 Total Tech-focused $ 23,197 $ 18,459 $ 239 $ 23 $ 41,918 4. SALE OF BUSINESSES The Company sold the Hcareers business on May 22, 2018 for $ 16.5 million and incurred approximately $ 1.5 million in selling costs, with $ 1.7 million of the purchase price placed in escrow (recorded in prepaid and other current assets), to be released twelve months after the closing date, subject to the terms and conditions of the transaction agreement , including certain contingencies. Additionally, the Company recorded a receivable of $ 0.2 million related to working capital, subject to the terms and conditions of the transaction agreement. Net cash proceeds of $ 14.0 million were received on the date of sale of Hcareers. As a result of the sale, a $ 0.8 million loss was recognized in the second quarter of 2018. During the second quarter of 2019, the escrow of $ 1.7 million and working capital terms and related contingencies were finalized resulting in the Company recording an additional loss on sale of $ 0.5 million and receiving cash of $ 0.7 million from the escrow and $ 0.2 million from working capital. The Company sold the RigLogix portion of the Rigzone business on February 20, 2018 for $ 4.2 million and incurred approximately $ 0.6 million in selling costs. $ 0.4 million of the purchase price was placed in escrow, which was released to the Company in the first quarter of 2019. As a result of the sale, a $ 4.6 million gain was recognized in the first quarter of 2018. The gain on sale exceeded net proceeds as liabilities transferred in the transaction exceeded assets, primarily due to deferred revenues of $ 1.2 million. The Company sold the Health eCareers business on December 4, 2017 for $ 15.0 million and incurred approximately $ 0.6 million of selling costs. $ 1.5 million of the purchase price was placed in escrow, which was released to the Company in the second quarter of 2019. 5. FAIR VALUE MEASUREMENTS The FASB ASC topic on Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value and requires certain disclosures for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. As a basis for considering assumptions, a three-tier fair value hierarchy is used, which prioritizes the inputs used in measuring fair value as follows: • Level 1 – Quoted prices for identical instruments in active markets. • Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets. • Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying amounts reported in the Condensed Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, other assets, accounts payable and accrued expenses and long-term debt approximate their fair values. The fair value of the long-term debt was estimated using present value techniques and market based interest rates and credit spreads. The estimated fair value of long-term debt is based on Level 2 inputs. Certain assets and liabilities are measured at fair value on a non-recurring basis. These assets include investments (included in other assets), goodwill and intangible assets which resulted from prior acquisitions. Items valued using such internally generated valuation techniques are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be some significant inputs that are readily observable. Such instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, for example, when there is evidence of impairment. 10 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 6. INVESTMENTS At January 1, 2018, the Company held preferred stock representing a 10.0 % interest in the fully diluted shares of a leading tech skills assessment company. During 2018, the skills assessment company completed an additional equity offering, lowering DHI's total interest to 7.6 %. The Company did not adjust the recorded value of the investment because the shares issued under the new share offering were not similar to the Company's share rights. As of December 31, 2019 it was not practicable to estimate the fair value of the preferred stock as the shares are not traded. The investment was carried at its original cost of $ 2.0 million and was included in the other assets section of the Condensed Consolidated Balance Sheets. During the three months ended March 31, 2020, based on the investment's historical cash burn rate, uncertainty of its ability to meet revenue and cash flow projections, current liquidity position, lack of access to additional capital, and impacts from the COVID-19 pandemic, the Company determined the value to be zero. Accordingly, the Company recorded an impairment charge of $ 2.0 million during the first quarter of 2020. On January 31, 2018, the Company transferred a majority ownership of the BioSpace business to BioSpace management with zero proceeds received from the transfer, while retaining a 20 % preferred share interest in the BioSpace business. During the second quarter of 2020, the Company sold its 20 % interest in BioSpace to BioSpace management for $ 0.2 million. At the time of sale, the recorded value of the investment was zero. Accordingly, the Company recognized a $ 0.2 million gain on sale, which was included in interest expense and other on the Condensed Consolidated Statements of Operations. Rigzone is a website dedicated to delivering online content, data, and career services in the oil and gas industry in North America, Europe, the Middle East, and Asia Pacific. Oil and gas companies, as well as companies that serve the energy industry, use Rigzone to find talent for roles such as petroleum engineers, sales professionals with energy industry expertise and skilled tradesmen. On August 31, 2018, the Company transferred a majority ownership of the Rigzone business to Rigzone management, while retaining a 40 % common share interest, with zero proceeds received from the transfer. The Company has evaluated the 40 % common share interest in the Rigzone business and has determined the investment meets the definition and criteria of a variable interest entity ("VIE"). The Company evaluated the VIE and determined that the Company does not have a controlling financial interest in the VIE, as the Company does not have the power to direct the activities of the VIE that most significantly impact the VIE's economic performance. The common share interest is being accounted for under the equity method of accounting as the Company has the ability to exercise significant influence over Rigzone. As accumulated earnings of the VIE have been approximately zero since the date of transfer, the investment is recorded at zero at September 30, 2020. 7. LEASES On January 1, 2019, the Company adopted ASU No. 2016-02, Leases (Topic 842) , applying the modified retrospective transition. The Company has operating leases for corporate office space and certain equipment. The leases have original terms from one year to eight years , some of which include options to renew the lease, and are included in the lease term when it is reasonably certain that the Company will exercise the option. No leases include options to purchase the leased property. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We do not have any lease agreements with related parties. Operating lease right-of-use "ROU" assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. Operating ROU assets and liabilities commencing after January 1, 2019 are recognized at commencement date based on the present value of lease payments over the lease term. When readily available, the Company uses the implicit rate in determining the present value of the lease payments. When leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on information available at the commencement of the lease, including the lease term. Because the implicit rate in each lease is not available, the Company used its incremental borrowing rate to determine the present value of lease payments. Leases with an initial term of 12 months or less are not recorded on the balance sheet. All operating lease expense is recognized on a straight-line basis over the lease term. 11 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The components of lease cost were as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Operating lease cost * $ 942 $ 1,073 $ 3,122 $ 3,381 Sublease income ( 178 ) ( 332 ) ( 838 ) ( 986 ) Total lease cost $ 764 $ 741 $ 2,284 $ 2,395 * Includes short-term lease costs and variable lease costs, which are immaterial. Supplemental cash flow information related to leases was as follows (in thousands): For the Nine Months Ended September 30, 2020 2019 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 3,319 $ 3,405 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 292 $ 1,653 Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount): September 30, 2020 December 31, 2019 Operating lease right-of-use-assets $ 17,003 $ 19,712 Operating lease liabilities - current 3,324 3,643 Operating lease liabilities - non-current 14,305 16,664 Total operating lease liabilities $ 17,629 $ 20,307 Weighted Average Remaining Lease Term (in years) Operating leases 5.1 5.9 Weighted Average Discount Rate Operating leases 4.02 % 4.00 % As of September 30, 2020, future operating lease payments were as follows (in thousands): Operating Leases October 1, 2020 through December 31, 2020 $ 989 2021 3,974 2022 3,723 2023 3,495 2024 3,014 2025 and Thereafter 4,455 Total lease payments $ 19,650 Less imputed interest 2,021 Total $ 17,629 As of September 30, 2020 the Company has no additional operating or finance leases that have not yet commenced. 12 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 8. ACQUIRED INTANGIBLE ASSETS, NET Considering the recognition of the Dice brand, its long history, awareness in the talent acquisition and staffing services market, and the intended use, the remaining useful life of the Dice.com trademarks and brand name was determined to be indefinite. We determine whether the carrying value of recorded indefinite-lived acquired intangible assets is impaired on an annual basis or more frequently if indicators of potential impairment exist. The impairment review process compares the fair value of the indefinite-lived acquired intangible assets to its carrying value. If the carrying value exceeds the fair value, an impairment loss is recorded. As of September 30, 2020 and December 31, 2019, the Company had an indefinite-lived acquired intangible asset of $ 23.8 million and $ 39.0 million, respectively, related to the Dice trademarks and brand name. During the first quarter of 2020, because of the initial impacts of the COVID-19 pandemic and its potential impact on future earnings and cash flows that are attributable to the Dice trademarks and brand name, the Company performed an interim impairment analysis. As a result of the analysis, the Company recorded an impairment charge of $ 7.2 million during the first quarter of 2020. During the third quarter of 2020, the impacts of the COVID-19 pandemic continued and the Company's projected earnings and cash flows that are attributable to the Dice trademarks and brand name declined as compared to the projections used in the March 31, 2020 analysis. As a result, the Company performed an interim impairment analysis as of September 30, 2020, which resulted in the Company recording an additional impairment charge of $ 8.0 million during the three month period ended September 30, 2020. No impairment was recorded during the three and nine month periods ended September 30, 2019. The projections utilized in the March 31 and September 30, 2020 analyses included a decline in revenues caused by the COVID-19 pandemic that are attributable to the Dice trademarks and brand name for the year ending December 31, 2020 compared to the year ended December 31, 2019. The September 30, 2020 analysis included a further decline in revenues caused by the COVID-19 pandemic that are attributable to the Dice trademarks and brand name for the year ending December 31, 2021 compared to the year ended December 31, 2020 and then increasing to rates approximating industry growth projections, although peaking at rates slightly lower than in the March 31, 2020 analysis. The Company’s ability to achieve these revenue projections may be impacted by, among other things, uncertainty related to COVID-19, competition in the technology recruiting market, challenges in developing and introducing new products and product enhancements to the market and the Company’s ability to attribute value delivered to customers. Cash flows that are attributable to the Dice trademarks and brand name are projected to decline for the year ending December 31, 2020 compared to the year ended December 31, 2019 as a result of the lower revenue, but partially offset by reductions to operating expenses. Operating expenses, excluding impairments, utilized in the March 31 and September 30, 2020 analyses are projected to decline for the year ending December 31, 2020 as compared to the year ended December 31, 2019, including a reduction in operating margin. The March 31, 2020 analysis included modest operating margin improvements during the year ending December 31, 2021 and beyond while the September 30, 2020 analysis included a small reduction in operating margin during the year ending December 31, 2021 and then increasing modestly. If future cash flows that are attributable to the Dice trademarks and brand name are not achieved, the Company could realize an impairment in a future period. In the March 31, 2020 and September 30, 2020 analyses, the Company utilized a relief from royalty rate method to value the Dice trademarks and brand name using a royalty rate of 5.0 % and 4.0 %, respectively, based on comparable industry studies and a discount rate of 17.5 % and 15.5 %, respectively. The decline in the royalty rate is due to revenue declines and impacts of the COVID-19 pandemic and the decline in the discount rate is primarily due to the lower projections, as compared to the March 31, 2020 analysis. The determination of whether or not indefinite-lived acquired intangible assets have become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of the indefinite-lived acquired intangible assets. Fair values are determined using a profit allocation methodology which estimates the value of the trademark and brand name by capitalizing the profits saved because the company owns the asset. We consider factors such as historical performance, anticipated market conditions, operating expense trends and capital expenditure requirements. Changes in our strategy, uncertainty related to COVID-19, and/or changes in market conditions could significantly impact these judgments and require adjustments to recorded amounts of intangible assets. If projections are not achieved, the Company could realize an impairment in the foreseeable future. 13 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 9. GOODWILL The following table shows the carrying amount of goodwill as of December 31, 2019 and September 30, 2020 and the changes in goodwill for the nine month period ended September 30, 2020 (in thousands): Goodwill at December 31, 2019 $ 156,059 Foreign currency translation adjustment ( 1,301 ) Impairment ( 23,626 ) Goodwill at September 30, 2020 $ 131,132 The amount of goodwill as of September 30, 2020 allocated to the Tech-focused reporting unit was $ 131.1 million. The annual impairment test for the Tech-focused reporting unit is performed on October 1 of each year. During the first quarter of 2020, because of the initial impacts of the COVID-19 pandemic and its potential impact on future earnings and cash flows for the reporting unit, the Company performed an interim impairment analysis of goodwill. The results of the analysis indicated that the fair value of the Tech-focused reporting unit was not substantially in excess of the carrying value as of March 31, 2020. The percentage by which the estimated fair value exceeded carrying value for the Tech-focused reporting unit at March 31, 2020 was less than 1%. During the third quarter of 2020, the impacts of the COVID-19 pandemic continued and the Company's projected earnings and cash flows for the Tech-focused reporting unit declined as compared to the projections used in the March 31, 2020 analysis. As a result, the Company performed an interim impairment analysis as of September 30, 2020, which resulted in the Company recording an impairment charge of $ 23.6 millions during the three month period ended September 30, 2020. No impairment was recorded during the three and nine month periods ended September 30, 2019. Revenue projections for the Tech-focused reporting unit declined compared to the projections used in the March 31, 2020 analysis due to the continued impacts of the COVID-19 pandemic. The September 30, 2020 analysis included a further decline in revenues attributable to the Tech-focused reporting unit for the year ending December 31, 2021 compared to the year ended December 31, 2020 and then increasing to rates approximating industry growth projections, although peaking at rates slightly lower than in the March 31, 2020 analysis. The Company’s ability to achieve these revenue projections may be impacted by, among other things, the length and impacts of the COVID-19 pandemic, competition in the technology recruiting market, challenges in developing and introducing new products and product enhancements to the market and the Company’s ability to attribute value delivered to customers. Future cash flows attributable to the Tech-focused reporting unit are projected to decline for the year ending December 31, 2020 compared to the year ended December 31, 2019 as a result of the lower revenue, but partially offset by reductions to operating expenses. Operating expenses, excluding impairments, utilized in the March 31 and September 30, 2020 analyses are projected to decline for the year ending December 31, 2020 as compared to the year ended December 31, 2019, including a reduction in operating margin. The March 31, 2020 analysis included modest operating margin improvements during the year ending December 31, 2021 and beyond while the September 30, 2020 analysis included a small reduction in operating margin during the year ending December 31, 2021 and then increasing modestly. Determining the fair value of a reporting unit is judgmental in nature and requires the use of estimates and key assumptions, particularly assumed discount rates and projections of future operating results. The discount rate applied for the Tech-focused reporting unit in the September 30, 2020 analysis was 14.5 %, compared to 16.5 % at March 31, 2020. The decline in the discount rate is primarily due to the lower projections, as compared to the March 31, 2020 analysis. An increase to the discount rate applied or reductions to future projected operating results could result in future impairment of the Tech-focused reporting unit’s goodwill. It is reasonably possible that changes in judgments, assumptions and estimates the Company made in assessing the fair value of goodwill could cause the Company to consider some portion or all of the goodwill of the Tech-focused reporting unit to become impaired. In addition, a future decline in the overall market conditions, uncertainty related to COVID-19, political instability, and/or changes in the Company’s market share could negatively impact the estimated future cash flows and discount rates used to determine the fair value of the reporting unit and could result in an impairment charge in the foreseeable future. 10. INDEBTEDNESS Credit Agreement —In November 2018, the Company, together with Dice, Inc. (a wholly-owned subsidiary of the Company) and its wholly-owned subsidiary, Dice Career Solutions, Inc. (collectively, the “Borrowers”), entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”), which matures in November 2023, and replaced the previously 14 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS existing credit agreement dated November 2015. The Credit Agreement provides for a revolving loan facility of $ 90 million, with an expansion option up to $ 140 million, as permitted under the terms of the Credit Agreement. Borrowings under the Credit Agreement bear interest, at the Company’s option, at a LIBOR rate or a base rate plus a margin. The margin ranges from 1.75 % to 2.50 % on LIBOR loans and 0.75 % to 1.50 % on base rate loans, determined by the Company’s most recent consolidated leverage ratio. The Company incurs a commitment fee ranging from 0.30 % to 0.45 % on any unused capacity under the revolving loan facility, determined by the Company’s most recent consolidated leverage ratio. The facility may be prepaid at any time without penalty. The Credit Agreement contains various customary affirmative and negative covenants and also contains certain financial covenants, including a consolidated leverage ratio and a consolidated interest coverage ratio. Borrowings are allowed under the Credit Agreement to the extent the consolidated leverage ratio, calculated on a pro forma basis, is equal to or less than 2.50 to 1.00 . Negative covenants include restrictions on incurring certain liens; making certain payments, such as stock repurchases and dividend payments; making certain investments; making certain acquisitions; making certain dispositions; and incurring additional indebtedness. Restricted payments are allowed under the Credit Agreement to the extent the consolidated leverage ratio, calculated on a pro forma basis, is equal to or less than 2.00 to 1.00 , plus an additional $ 5.0 million of restricted payments. The Credit Agreement also provides that the payment of obligations may be accelerated upon the occurrence of customary events of default, including, but not limited to, non-payment, change of control, or insolvency. As of September 30, 2020, the Company was in compliance with all of the financial covenants under the Credit Agreement. The obligations under the Credit Agreement are guaranteed by two of the Company’s U.S. based wholly-owned subsidiaries and secured by substantially all of the assets of the Borrowers and the guarantors and stock pledges from certain of the Company’s foreign subsidiaries. The amounts borrowed as of September 30, 2020 and December 31, 2019 are as follows (dollars in thousands): September 30, 2020 December 31, 2019 Amounts borrowed: Revolving credit facility $ 37,000 $ 10,000 Less: deferred financing costs, net of accumulated amortization of $282 and $172 ( 454 ) ( 565 ) Total borrowed $ 36,546 $ 9,435 Available to be borrowed under revolving facility, subject to certain limitations $ 53,000 $ 80,000 Interest rates: LIBOR rate loans: Interest margin 2.00 % 1.75 % Actual interest rates 2.19 % 3.56 % Commitment Fee 0.35 % 0.30 % There are no scheduled principal payments until maturity of the Credit Agreement in November 2023. 11 . COMMITMENTS AND CONTINGENCIES Litigation The Company is subject to various claims from taxing authorities, lawsuits and other complaints arising in the ordinary course of business. The Company records provisions for losses when claims become probable and the amounts are reasonably estimable. Although the outcome of these legal matters, except as described below and recorded in the condensed consolidated financial statements, cannot be determined, it is the opinion of management that the final resolution of these matters will not have a material effect on the Company’s financial condition, operations or liquidity. 15 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS During the first quarter of 2018, the Company recorded a $ 1.0 million liability related to a class action lawsuit regarding the applicability of provisions of the Fair Credit Reporting Act (the "FCRA") to one of our products. The lawsuit was brought by Ian Douglas, individually, as a representative of the class and on behalf of the general public, against DHI Group, Inc. and Dice Inc. asserting six claims under the FCRA that the Company’s Open Web profiles are “consumer reports” and Dice is a “consumer reporting agency” under the FCRA, including claims pursuant to the private right of action in 15 U.S.C. Section 1681n for alleged willful violations of the FCRA. The action was originally filed in a federal district court on July 26, 2017, but as a part of the settlement process, the action was re-filed in the Superior Court of Santa Clara County, California (Case No. 18CV331732). The recorded liability reflected a settlement, which was subject to a final judgment, and was paid in the third quarter of 2019. The settlement resolved all remaining claims subject to the lawsuit, and final judgment approving the settlement was entered on July 24, 2020. Tax Contingencies The Company operates in a number of tax jurisdictions and is routinely subject to examinations by various tax authorities with respect to income taxes and indirect taxes. The determination of the Company’s worldwide provision for taxes requires judgment and estimation. The Company has reserved for potential examination adjustments to our provision for income taxes and accrual of indirect taxes in amounts which the Company believes are reasonable. 12. EQUITY TRANSACTIONS Stock Repurchase Plans —The Company's Board of Directors ("Board") approved a stock repurchase program that permits the Company to repurchase its common stock. Management has discretion in determining the conditions under which shares may be purchased from time to time. The following table summarizes the Stock Repurchase Plans approved by the Board: May 2018 to May 2019 May 2019 to May 2020 May 2020 to May 2021 Approval Date May 2018 April 2019 May 2020 Authorized Repurchase Amount of Common Stock $7 million $7 million $5 million As of September 30, 2020 the value of shares that may yet be purchased under the current plan was $ 3.6 million. Purchases of the Company's common stock pursuant to the Stock Repurchase Plans were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Shares repurchased [1] 349,273 367,155 2,351,940 617,300 Average purchase price per share [2] $ 2.45 $ 3.46 $ 2.52 $ 2.86 Dollar value of shares repurchased (in thousands) $ 854 $ 1,271 $ 5,930 $ 1,762 [1] No shares of our common stock were purchased other than through a publicly announced plan or program. [2] Average price paid per share includes costs associated with the repurchases. There were 7,811 unsettled share repurchases as of September 30, 2020 and no unsettled share repurchases as of September 30, 2019. The Company's Board approved the retirement of 20 million shares of treasury stock during the three months ended March 31, 2019 and, as a result, the Company reduced additional paid in capital by $ 161.6 million and Common Stock by $ 0.2 million during the three months ended March 31, 2019. The value of treasury stock retired was computed based on the average repurchase price of all treasury shares as of March 31, 2019, which was $ 8.09 per share. 13. DISPOSITION RELATED AND OTHER COSTS In May 2017, the Company announced plans to divest a number of its online professional communities to achieve greater focus and resource allocation toward its core tech-focused business. The planned divestitures included: BioSpace (transferred majority ownership to BioSpace management on January 31, 2018 and sold the remaining interest during the second quarter of 16 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 2020), Hcareers (sold May 22, 2018), Health eCareers (sold December 4, 2017), and Rigzone (sold the RigLogix portion of the Rigzone business on February 22, 2018 and transferred majority ownership of the remaining Rigzone business to Rigzone management on August 31, 2018). Additionally, the Company ceased the Dice Europe operations on August 31, 2018 and vacated certain offices during 2018. In connection with the planned divestitures and reorganization to the tech-focused strategy, the Company incurred certain costs, including severance and retention, lease exit, business closure, professional fees related to activist shareholders, search, financial advisory, and legal services, and other costs to further these strategic objectives. The activities associated with disposition related and other costs were substantially completed during the year ended December 31, 2019. The following table displays a roll forward of the disposition related and other costs and related liability balances (in thousands): Three Months Ended September 30, 2020 Accrual at June 30, 2020 Expense Cash Payments Accrual at September 30, 2020 Severance and retention $ 129 $ — $ — $ 129 Lease exit and related asset impairment costs 273 — ( 13 ) 260 Total disposition related and other costs $ 402 $ — $ ( 13 ) $ 389 Three Months Ended September 30, 2019 Accrual at June 30, 2019 Expense Cash Payments Accrual at September 30, 2019 Severance and retention $ 817 $ — $ ( 292 ) $ 525 Professional fees and other costs 59 — ( 37 ) 22 Lease exit and related asset impairment costs 590 — ( 175 ) 415 Total disposition related and other costs $ 1,466 $ — $ ( 504 ) $ 962 Nine Months Ended September 30, 2020 Accrual at December 31, 2019 Expense Cash Payments Accrual at September 30, 2020 Severance and retention $ 145 $ — $ ( 16 ) $ 129 Lease exit and related asset impairment costs 365 — ( 105 ) 260 Total disposition related and other costs $ 510 $ — $ ( 121 ) $ 389 Nine Months Ended September 30, 2019 Accrual at December 31, 2018 Expense Cash Payments Accrual at September 30, 2019 Severance and retention $ 1,089 $ 1,258 $ ( 1,822 ) $ 525 Professional fees and other costs 1,271 442 ( 1,691 ) 22 Lease exit and related asset impairment costs 947 — ( 532 ) 415 Total disposition related and other costs $ 3,307 $ 1,700 $ ( 4,045 ) $ 962 14. STOCK BASED COMPENSATION Under the 2012 Omnibus Equity Award Plan, the Company has granted stock options, restricted stock and Performance-Based Restricted Stock Units (“PSUs”) to certain employees and directors. The Company recorded total stock based compensation expense of $ 1.5 million and $ 4.9 million during the three and nine month periods ended September 30, 2020, respectively, and $ 1.1 million and $ 4.1 million during the three and nine month periods ended September 30, 2019, respectively. At September 30, 2020, there was $ 10.8 million of unrecognized compensation expense related to unvested awards, which is expected to be recognized over a weighted-average period of approximately 1.4 years. 17 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Restricted Stock— Restricted stock is granted to employees of the Company and its subsidiaries, and to non-employee members of the Company’s Board. These shares are part of the compensation plan for services provided by the employees or Board members. The closing price of the Company’s stock on the date of grant is used to determine the fair value of the grants. The expense related to the restricted stock grants is recorded over the vesting period as described below. There was no cash flow impact resulting from the grants. The restricted stock vests in various increments either quarterly or on the anniversaries of each grant, subject to the recipient’s continued employment or service through each applicable vesting date. Vesting occurs over one year for Board members and over two to four years for employees. A summary of the status of restricted stock awards as of September 30, 2020 and 2019 and the changes during the periods then ended is presented below: Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date Non-vested at beginning of the period 4,153,171 $ 2.48 4,549,079 $ 2.31 Granted 282,500 $ 2.34 233,000 $ 3.50 Forfeited ( 74,586 ) $ 2.63 ( 213,875 ) $ 2.40 Vested ( 204,816 ) $ 2.42 ( 215,026 ) $ 1.80 Non-vested at end of period 4,156,269 $ 2.47 4,353,178 $ 2.39 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date Non-vested at beginning of the period 3,994,787 $ 2.46 4,518,932 $ 2.32 Granted 2,143,000 $ 2.68 2,100,790 $ 2.65 Forfeited ( 354,884 ) $ 2.85 ( 441,500 ) $ 2.75 Vested ( 1,626,634 ) $ 2.64 ( 1,825,044 ) $ 2.43 Non-vested at end of period 4,156,269 $ 2.47 4,353,178 $ 2.39 PSUs —PSUs are granted to employees of the Company and its subsidiaries. These shares are granted under two compensation agreements that are for services provided by the employees. The first agreement expired and was terminated during the first quarter of 2020. Under the second agreement, the fair value of the PSUs are measured at the grant date fair value of the award, which was determined based on an analysis of the probable performance outcomes. The performance period is over one year and is based on the achievement of bookings targets during the years ended December 31, 2020 and 2019, as defined in the agreement. The earned shares will then vest over a three year period, one-third on each of the first, second, and third anniversaries of the grant date, or if later, the date the Compensation Committee certifies the performance results with respect to the performance period. For the performance period ending December 31, 2020, as a result of the COVID-19 pandemic and its impact on the overall economy, the bookings targets were modified during the third quarter of 2020. Accordingly, the Company remeasured the awards. As of September 30, 2020, there were 1,572,756 unvested shares related to the second agreement. There was no cash flow impact resulting from the grants. 18 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS A summary of the status of PSUs as of September 30, 2020 and 2019 and the changes during the periods then ended is presented below: Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date Non-vested at beginning of the period 1,587,607 $ 2.50 1,722,500 $ 2.48 Forfeited ( 14,851 ) $ 2.55 ( 100,000 ) $ 2.35 Non-vested at end of period 1,572,756 $ 2.41 1,622,500 $ 2.49 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date Non-vested at beginning of the period 1,664,650 $ 2.53 1,255,000 $ 3.45 Granted 911,460 $ 2.65 740,000 $ 2.40 Forfeited ( 680,778 ) $ 3.27 ( 372,500 ) $ 5.56 Vested ( 322,576 ) $ 1.92 — $ — Non-vested at end of period 1,572,756 $ 2.41 1,622,500 $ 2.49 Stock Options— The fair value of each option grant is estimated using the Black-Scholes option-pricing model. This valuation model requires the Company to make assumptions and judgments about the variables used in the calculation, including the fair value of the Company’s common stock, the expected life (the period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock, a risk-free interest rate and expected dividends. The expected life of options granted is derived from historical exercise behavior. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury rates in effect at the time of grant. The stock options vest 25% after one year, beginning on the first anniversary date of the grant, and 6.25% each quarter following the first anniversary. There was no cash flow impact resulting from the grants. No stock options were granted during the nine months ended September 30, 2020 and 2019. A summary of the status of options previously granted as of September 30, 2020 and 2019, and the changes during the periods then ended, is presented below: Three Months Ended September 30, 2020 Options Weighted-Average Exercise Price Aggregate Intrinsic Value Options outstanding at beginning of the period 110,000 $ 7.40 $ — Options outstanding at end of period 110,000 $ 7.40 $ — Exercisable at end of period 110,000 $ 7.40 $ — Three Months Ended September 30, 2019 Options Weighted-Average Exercise Price Aggregate Intrinsic Value Options outstanding at beginning of the period 193,000 $ 8.28 $ — Options outstanding at end of period 193,000 $ 8.28 $ — Exercisable at end of period 193,000 $ 8.28 $ — 19 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Nine Months Ended September 30, 2020 Options Weighted-Average Exercise Price Aggregate Intrinsic Value Options outstanding at beginning of the period 190,000 $ 8.28 $ — Forfeited ( 80,000 ) $ 9.48 $ — Options outstanding at end of period 110,000 $ 7.40 $ — Exercisable at end of period 110,000 $ 7.40 $ — Nine Months Ended September 30, 2019 Options Weighted-Average Exercise Price Aggregate Intrinsic Value Options outstanding at beginning of the period 327,000 $ 8.35 $ — Forfeited ( 134,000 ) $ 8.46 $ — Options outstanding at end of period 193,000 $ 8.28 $ — Exercisable at end of period 193,000 $ 8.28 $ — T he weighted-average remaining contractual term of options exercisable at September 30, 2020 is 0.4 years. T he following table summarizes information about options outstanding as of September 30, 2020: Exercise Price Options Outstanding and Exercisable Weighted- Average Remaining Contractual Life (in years) $ 7.00 - $ 7.99 100,000 0.4 $ 8.00 - $ 8.99 10,000 1.0 110,000 15. SEGMENT INFORMATION The Company has a single reportable segment, Tech-focused, which includes the Dice, ClearanceJobs, and eFinancialCareers services, as well as corporate related costs. The Company allocates resources and assesses financial performance on a consolidated basis, as all services pertain to the Company's Tech-focused strategy. The Company’s foreign operations are comprised of a portion of the eFinancialCareers services, which operate in the United Kingdom, Europe and the Asia Pacific regions. Revenue and long-lived assets by geography, as presented in the tables below, are based on the location of each of the Company's subsidiaries. 20 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenues: United States $ 27,633 $ 29,873 $ 85,695 $ 89,379 United Kingdom 3,006 4,146 9,659 13,286 EMEA and APAC (1) 2,611 3,157 8,313 8,990 Non-United States 5,617 7,303 17,972 22,276 Total revenues $ 33,250 $ 37,176 $ 103,667 $ 111,655 As of As of March 31, December 31, September 30, December 31, 2020 2019 2020 2019 Long-lived assets 2: United States $ 33,229 $ 30,260 United Kingdom 6,438 8,307 EMEA and APAC (1) 1,031 1,497 Non-United States 7,469 9,804 Total long-lived assets $ 40,698 $ 40,064 (1) Europe (excluding United Kingdom), the Middle East and Africa (“EMEA”) and Asia-Pacific (“APAC”). (2) Long-lived assets include fixed assets and lease right of use assets. 16. EARNINGS PER SHARE Basic earnings (loss) per share (“EPS”) is computed based on the weighted-average number of shares of common stock outstanding. Diluted EPS is computed based on the weighted-average number of shares of common stock outstanding plus common stock equivalents, where dilutive. For the three and nine month period ended September 30, 2020, 1.4 million and 1.3 million dilutive shares were excluded from the computation of shares contingently issuable upon exercise as we recognized a net loss. Outstanding stock-based awards that were anti-dilutive and excluded from the calculation of diluted EPS were approximately 2.3 million and 2.3 million shares for the three and nine month periods ended September 30, 2020, and approximately 0.4 million and 0.6 million shares for the three and nine month periods ended September 30, 2019, respectively. The following is a calculation of basic and diluted earnings per share and weighted-average shares outstanding (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net income (loss) $ ( 27,322 ) $ 4,381 $ ( 32,010 ) $ 9,030 Weighted-average shares outstanding—basic 47,955 48,974 48,503 48,668 Add shares issuable from stock-based awards — 3,163 — 2,930 Weighted-average shares outstanding—diluted 47,955 52,137 48,503 51,598 Basic earnings (loss) per share $ ( 0.57 ) $ 0.09 $ ( 0.66 ) $ 0.19 Diluted earnings (loss) per share $ ( 0.57 ) $ 0.08 $ ( 0.66 ) $ 0.18 17. INCOME TAXES The Company’s effective tax rate was 5 % and 6 % for the three and nine months ended September 30, 2020, respectively, and 14 % and 25 % for the three and nine months ended September 30, 2019, respectively. The following items caused the effective tax rate to differ from the U.S. statutory rate: • Tax expense of $ 4.2 million and $ 4.8 million during the three and nine months ended September 30, 2020, respectively, from nondeductible impairment charges. • Tax deficiencies of $ 0.5 million and $ 0.4 million during the nine months ended September 30, 2020 and 2019, respectively, related to the vesting or settlement of share-based compensation awards. 21 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS • A tax benefit of $ 0.2 million during the nine months ended September 30, 2020, from the expiration of the statute of limitations in certain foreign jurisdictions. • A tax benefit of $ 0.2 million during the three months ended September 30, 2019, related to the transition tax on the deemed repatriation of foreign earnings. • A tax benefit of $ 0.2 million during the three months ended September 30, 2019, related to the divestiture of businesses.