What changed in this filing

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Item 1. Financial Statements

2022-05-04 compared with 2021-11-10 · 184 added, 300 removed, 393 unchanged (55% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

September 30,

2022 December 31, 2021

5 unchanged sentences

Prepaid and other current assets 3,557 4,177

Current assets of discontinued operations — 8,175

Total current assets 30,728 24,456

7 unchanged sentences

Other assets 2,087 1,853

Non-current assets of discontinued operations — 14,198

Total assets $ 228,419 $ 221,578

3 unchanged sentences

Deferred revenue 55,787 45,217

Income taxes payable 599 —

Operating lease liabilities 2,424 2,388

Current liabilities of discontinued operations — 12,455

Total current liabilities 70,726 63,464

5 unchanged sentences

Other long-term liabilities 992 1,011

Non-current liabilities of discontinued operations — 5,288

Total liabilities 120,214 105,216

17 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Three Months Ended March 31,

Revenues $ 34,334 $ 26,676

5 unchanged sentences

Depreciation 3,958 3,631

Impairment of intangible assets — 8,000 — 15,200

Impairment of goodwill — 22,607 — 22,607

Impairment of right-of-use asset 1,919 — 1,919 —

Total operating expenses 33,706 26,860

Operating loss ( 2,215 ) ( 28,478 ) ( 1,911 ) ( 33,393 )

Operating income (loss) 628 ( 184 )

Income from equity method investment 155 —

Interest expense and other ( 245 ) ( 195 )

Impairment of investment — — — ( 2,002 )

Gain (loss) on investments ( 641 ) — 1,198 —

Loss before income taxes ( 3,006 ) ( 28,751 ) ( 1,145 ) ( 36,017 )

Income tax benefit ( 572 ) ( 1,758 ) ( 511 ) ( 2,651 )

Loss from continuing operations ( 2,434 ) ( 26,993 ) ( 634 ) ( 33,366 )

Income (loss) from discontinued operations, net of tax — ( 329 ) ( 29,340 ) 1,356

Net loss $ ( 2,434 ) $ ( 27,322 ) $ ( 29,974 ) $ ( 32,010 )

Basic loss per share - continuing operations $ ( 0.05 ) $ ( 0.56 ) $ ( 0.01 ) $ ( 0.69 )

Diluted loss per share - continuing operations $ ( 0.05 ) $ ( 0.56 ) $ ( 0.01 ) $ ( 0.69 )

Basic earnings (loss) per share - discontinued operations $ — $ ( 0.01 ) $ ( 0.63 ) $ 0.03

Diluted earnings (loss) per share - discontinued operations $ — $ ( 0.01 ) $ ( 0.63 ) $ 0.03

Basic loss per share $ ( 0.05 ) $ ( 0.57 ) $ ( 0.64 ) $ ( 0.66 )

Diluted loss per share $ ( 0.05 ) $ ( 0.57 ) $ ( 0.64 ) $ ( 0.66 )

Gain on investment — 2,513

Income before income taxes 538 2,134

Income tax expense (benefit) ( 763 ) 122

Income from continuing operations 1,301 2,012

Income from discontinued operations, net of tax — 659

Net income $ 1,301 $ 2,671

Basic earnings per share - continuing operations $ 0.03 $ 0.04

Diluted earnings per share - continuing operations $ 0.03 $ 0.04

Basic earnings per share - discontinued operations $ — $ 0.01

Diluted earnings per share - discontinued operations $ — $ 0.01

Basic earnings per share $ 0.03 $ 0.06

Diluted earnings per share $ 0.03 $ 0.05

Weighted-average basic shares outstanding 44,702 46,993

4 unchanged sentences

(in thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Net loss $ ( 2,434 ) $ ( 27,322 ) $ ( 29,974 ) $ ( 32,010 )

Other comprehensive income (loss):

Three Months Ended March 31,

Net income $ 1,301 $ 2,671

Other comprehensive income:

Foreign currency translation adjustment 8 297

Cumulative translation adjustments reclassified to the Statements of Operations — — 28,063 —

Total other comprehensive income (loss) — 2,719 28,519 ( 1,351 )

Comprehensive loss $ ( 2,434 ) $ ( 24,603 ) $ ( 1,455 ) $ ( 33,361 )

Total other comprehensive income 8 297

Comprehensive income $ 1,309 $ 2,968

See accompanying notes to the condensed consolidated financial statements.

5 unchanged sentences

Earnings Accumulated

Comprehensive Loss Total

Comprehensive Income (Loss) Total

Shares Issued Amount Shares Issued Amount Shares Amount

4 unchanged sentences

Restricted stock issued 932 9 ( 9 ) —

Restricted stock forfeited or withheld to satisfy tax obligations ( 204 ) ( 2 ) 369 ( 984 ) ( 986 )

Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 39 ) — 139 ( 357 ) ( 357 )

Performance-Based Restricted Stock Units eligible to vest 1,773 17 ( 17 ) —

Purchase of treasury stock under stock repurchase plan 590 ( 1,546 ) ( 1,546 )

Balance at March 31, 2021 — $ — 73,271 $ 735 $ 235,312 21,111 $ ( 135,037 ) $ 56,642 $ ( 28,222 ) $ 129,430

Net loss ( 30,211 ) ( 30,211 )

Other comprehensive income - translation adjustments 159 159

Cumulative translation adjustments reclassified to the Statements of Operations 28,063 28,063

Stock based compensation 2,302 2,302

Restricted stock issued 292 2 2

Restricted stock forfeited or withheld to satisfy tax obligations ( 82 ) ( 1 ) 1 417 ( 2,309 ) ( 2,309 )

1 unchanged sentence

Purchase of treasury stock under stock repurchase plan 1,302 ( 7,499 ) ( 7,499 )

Balance at June 30, 2021 — $ — 73,235 $ 733 $ 237,614 21,795 $ ( 137,280 ) $ 26,431 $ — $ 127,498

Net loss ( 2,434 ) ( 2,434 )

Stock based compensation 2,154 2,154

Restricted stock issued 463 4 ( 4 ) —

Restricted stock forfeited or withheld to satisfy tax obligations ( 116 ) ( 2 ) 2 89 ( 303 ) ( 303 )

Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 6 ) — — — — —

Purchase of treasury stock under stock repurchase plan 1,824 ( 6,756 ) ( 6,756 )

Balance at September 30, 2021 — $ — 73,576 $ 735 $ 239,766 23,708 $ ( 144,339 ) $ 23,997 $ — $ 120,159

DHI GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands)

Balance at March 31, 2022 — $ — 76,114 $ 762 $ 244,065 26,903 $ ( 162,099 ) $ 25,530 $ ( 53 ) $ 108,205

Preferred Stock Common Stock Additional

1 unchanged sentence

Earnings Accumulated

Comprehensive Loss Total

Comprehensive Income (Loss) Total

Shares Issued Amount Shares Issued Amount Shares Amount

Balance at December 31, 2020 — $ — 71,233 $ 714 $ 233,554 20,013 $ ( 132,150 ) $ 53,971 $ ( 28,519 ) $ 127,570

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 2,671 2,671

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

Other comprehensive income - translation adjustments 297 297

Stock-based compensation 1,758 1,758

Restricted stock issued 1,468 15 15

Performance-Based Restricted Stock Units eligible to vest 813 8 8

Restricted stock forfeited or withheld to satisfy tax obligations ( 204 ) ( 2 ) 369 ( 984 ) ( 986 )

1 unchanged sentence

Purchase of treasury stock under stock repurchase plan 590 ( 1,546 ) ( 1,546 )

Balance at September 30, 2020 — $ — 71,282 $ 714 $ 232,163 18,588 $ ( 129,137 ) $ 51,976 $ ( 30,599 ) $ 125,117

Balance at March 31, 2021 — $ — 73,271 $ 735 $ 235,312 21,111 $ ( 135,037 ) $ 56,642 $ ( 28,222 ) $ 129,430

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from (used in) operating activities:

Net loss $ ( 29,974 ) $ ( 32,010 )

Adjustments to reconcile net loss to net cash flows from (used in) operating activities:

Net income $ 1,301 $ 2,671

Adjustments to reconcile net income to net cash flows from (used in) operating activities:

Depreciation 3,958 4,096

2 unchanged sentences

Stock-based compensation 2,235 1,758

Impairment of intangible assets — 15,200

Impairment of goodwill — 23,626

Impairment of right-of-use asset 1,919 —

Impairment of investment — 2,002

Gain on investments ( 1,198 ) ( 200 )

Income from equity method investment ( 155 ) —

Gain on investment — ( 2,513 )

Change in accrual for unrecognized tax benefits 93 59

Loss on disposition of discontinued operations 30,203 —

Changes in operating assets and liabilities:

8 unchanged sentences

Cash flows from (used in) investing activities:

Cash transferred with discontinued operations ( 2,951 ) —

Cash paid for investment ( 3,000 ) —

Cash received from sale of investments 1,198 200

Purchases of fixed assets ( 4,091 ) ( 3,703 )

5 unchanged sentences

Purchase of treasury stock related to vested restricted and performance stock units ( 4,202 ) ( 1,343 )

Net cash flows from (used in) financing activities ( 14,327 ) 19,328

Net cash flows used in financing activities ( 1,701 ) ( 3,012 )

Effect of exchange rate changes — ( 30 )

12 unchanged sentences

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, 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report on Form 10-K”).

Operating results for the nine month period ended September 30, 2021 are not necessarily indicative of the results to be achieved for the full year.

Operating results for the three-month period ended March 31, 2022 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.

2 unchanged sentences

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, 2021.

There have been no significant changes in the Company’s assumptions regarding critical accounting estimates during the three-month period ended March 31, 2022.

On June 30, 2021, the Company transferred majority ownership and control of its eFinancialCareers ("eFC") business to eFC's management, while retaining a 40 % common share interest.

14 unchanged sentences

The Company is evaluating the expected impact of this standard on its consolidated financial statements.

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.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Company adopted this standard on January 1, 2021, and the adoption did not have a material effect on the Company's consolidated financial statements.

FAIR VALUE MEASUREMENTS

1 unchanged sentence

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:

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

• Level 1 – Quoted prices for identical instruments in active markets.

2 unchanged sentences

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.

Investments, current, are carried at fair value using values available on a public exchange based on a Level 1 input.

Investments, non-current that are carried at fair value use a discounted cash flow technique based on the probability of one or more possible outcomes, based on Level 3 inputs, which inputs and fair value did not change during the three and nine month periods ended September 30, 2021.

The fair value of the long-term debt was estimated using present value techniques and market based interest rates and credit spreads.

13 unchanged sentences

As further described in Note 1, on June 30, 2021, the Company transferred majority ownership and control of its eFC business to eFC's management, while retaining a 40 % common share interest.

As a result, we have reflected eFC's financial results as discontinued operations in the Condensed Consolidated Balance Sheets and the Condensed Consolidated Statements of Operations for all periods presented.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The assets and liabilities classified as discontinued operations on the Condensed Consolidated Balance Sheets were as follows (in thousands):

December 31, 2020

Cash and cash equivalents $ 3,098

Accounts receivable, net 4,164

Income taxes receivable 511

Prepaid and other current assets 402

Current assets of discontinued operations 8,175

Fixed assets, net 1,511

Capitalized contract costs 1,545

Goodwill 5,253

Deferred income taxes 19

Operating lease right-of-use assets 5,601

Other assets 269

Non-current assets of discontinued operations 14,198

Total assets of discontinued operations $ 22,373

Accounts payable and accrued expenses $ 4,118

Operating lease liabilities 1,335

Deferred revenue 6,879

Income taxes payable 123

Current liabilities of discontinued operations 12,455

Deferred income taxes 171

Deferred revenue 33

Accrual for unrecognized tax benefits 406

Operating lease liabilities 4,333

Other long-term liabilities 345

Non-current liabilities of discontinued operations 5,288

Total liabilities of discontinued operations $ 17,743

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As a result, we have reflected eFC's financial results as discontinued operations in the condensed consolidated balance sheets and the condensed consolidated statements of operations for all periods presented on or before June 30, 2021.

The results of discontinued operations on the condensed consolidated statements of operations were as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Three Months Ended March 31,

Revenues $ 5,957

Operating expenses ( 5,275 )

Operating income (loss) — ( 100 ) 1,309 2,018

Loss on disposition of discontinued operations (1)

— — ( 30,203 ) —

Other income (expense) — ( 1 ) 1 4

Income (loss) before income taxes — ( 101 ) ( 28,893 ) 2,022

Operating income 682

Other income 2

Income before income taxes 684

Income tax expense 25

Net income (loss) $ — $ ( 329 ) $ ( 29,340 ) $ 1,356

(1) The loss was comprised of $28.1 million related to the reclassification of currency translation adjustments and $5.2 million from the removal of eFC's net assets.

The loss was partially offset by the recording of an equity investment of $3.6 million and eFC's earnings during the six month period ended June 30, 2021.

Net income $ 659

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Depreciation, fixed asset purchases and other significant non-cash items related to discontinued operations were as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Three Months Ended March 31,

Depreciation $ 465

3 unchanged sentences

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.

The Company recognizes revenue when control of the promised goods or services is transferred to our customers at an amount that reflects the consideration which we expect to receive in exchange for those goods or services.

Revenue is recognized net of customer discounts ratably over the service period.

4 unchanged sentences

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,

Three Months Ended March 31,

$ 24,634 $ 19,051

Dice $ 22,272 $ 19,823 $ 61,906 $ 62,797

ClearanceJobs 9,700 7,625

Total $ 34,334 $ 26,676

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) Includes Dice and Career Events

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, 2021 As of December 31, 2020

As of March 31, 2022 As of December 31, 2021

Receivables $ 22,205 $ 18,385

8 unchanged sentences

Contract liabilities increase due to customer billings and are decreased as performance obligations are satisfied under the contracts.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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, 2021 September 30, 2020 September 30, 2021 September 30, 2020

Three Months Ended

March 31, 2022 March 31, 2021

Revenue recognized in the period from:

8 unchanged sentences

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.

When readily available, the Company uses the implicit rate in determining the present value of the lease payments.

When leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on information available at the commencement of the lease, including the lease term.

Because the implicit rate in each lease is not available, the Company used its incremental borrowing rate to determine the present value of lease payments.

Leases with an initial term of 12 months or less are not recorded on the balance sheet.

All operating lease expense is recognized on a straight-line basis over the lease term.

The Company reviews its ROU assets for impairment if indicators of impairment exist.

The impairment review process compares the fair value of the ROU asset to its carrying value.

If the carrying value exceeds the fair value, an impairment loss is recorded.

During the three months ended September 30, 2021, due to the continuing impacts of COVID-19 on the real estate

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

markets and its impact on the future cash flows attributable to its ROU assets, the Company recorded an impairment charge of $ 1.9 million.

No impairment was recorded during the nine month period ended September 30, 2020.

The components of lease cost were as follows (in thousands):

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2021 2020 2021 2020

For the Three Months Ended March 31,

Operating lease cost (1)

$ 507 $ 557 $ 1,629 $ 1,991

Sublease income ( 123 ) ( 180 )

2 unchanged sentences

Supplemental cash flow information related to leases was as follows (in thousands):

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

Cash paid for amounts included in measurement of lease liabilities:

2 unchanged sentences

Operating leases $ — $ —

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount):

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Operating lease right-of-use-assets $ 6,445 $ 6,888

$ 7,333 $ 10,804

Operating lease liabilities - current 2,424 2,388

5 unchanged sentences

Operating leases 3.81 % 3.80 %

(1) During the three months ended September 30, 2021, the Company recorded an impairment of $1.9 million.

As of September 30, 2021, future operating lease payments were as follows (in thousands):

The Company reviews its right-of-use ("ROU") assets for impairment if indicators of impairment exist.

The impairment review process compares the fair value of the ROU asset to its carrying value.

If the carrying value exceeds the fair value, an impairment loss is recorded.

No impairment was recorded during the three-month periods ended March 31, 2022 and 2021.

As of March 31, 2022, future operating lease payments were as follows (in thousands):

Operating Leases

October 1, 2021 through December 31, 2021 $ 492

April 1, 2022 through December 31, 2022 $ 2,029

2027 and thereafter 85

2 unchanged sentences

Total $ 8,784

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2021 the Company has no additional operating or finance leases that have not yet commenced.

As of March 31, 2022 the Company has no additional operating or finance leases that have not yet commenced.

Investments, Current, at Fair Value

4 unchanged sentences

The investment was accounted for as an equity security, with realized and unrealized gains and losses included in earnings.

During the three months ended September 30, 2021, the investment was sold for $ 1.2 million.

Accordingly, the recorded value as of September 30, 2021 was zero.

An unrealized loss of $ 0.6 million and a realized gain of $ 1.2 million has been recorded for the three and nine month periods ended September 30, 2021, respectively.

During the first quarter of 2021, the Company recognized a $2.5 million unrealized gain on the investment.

During the second and third quarters of 2021, the Company recognized unrealized losses of $0.7 million and $0.6 million, respectively, related to the investment.

The investment was sold during the third quarter of 2021, and the Company recognized a realized gain of $1.2 million for the nine months ended September 30, 2021.

Accordingly, the recorded value as of December 31, 2021 was zero.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Investments, Non-current, at Fair Value

During the three months ended September 30, 2021, the Company invested $ 3.0 million through a subordinated convertible promissory note (the "Note") of $ 3.0 million with a values-based career destination company that allows the next generation workforce to search for jobs at companies whose people, perks and values align with their unique professional needs.

During the third quarter of 2021, the Company invested $ 3.0 million through a subordinated convertible promissory note (the "Note") of $ 3.0 million with a values-based career destination company that allows the next generation workforce to search for jobs at companies whose people, perks and values align with their unique professional needs.

The Note earns interest at 6.00 % and matures at the earlier of a Qualified Financing, as described in the Note, or settled in cash on or after August 20, 2022, at the option of the Company.

1 unchanged sentence

The investment is recorded as a trading security at fair value with realized and unrealized gains and losses included in earnings.

The Note is recorded at $ 3.0 million as of September 30, 2021 and there was no gain or loss included in earnings during the three months ended September 30, 2021.

The Note is recorded at $ 3.0 million as of March 31, 2022 and December 31, 2021 and there was no gain or loss included in earnings during the three months ended March 31, 2022.

Investments, Non-current

5 unchanged sentences

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, 2021.

As accumulated earnings of the VIE have been approximately zero since the date of transfer, the investment is recorded at zero at March 31, 2022.

As further described in Notes 1 and 4, on June 30, 2021, the Company transferred majority ownership and control of its eFC business to eFC's management, while retaining a 40 % common share interest with zero proceeds received from the transfer.

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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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

influence over eFC.

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 eFC.

The investment was recorded at its fair value on June 30, 2021, the date of transfer, which was $ 3.6 million.

The recorded value is adjusted based on the Company's proportionate share of eFC's net income and is recorded three months in arrears.

The Company's equity in net assets of eFC as of June 30, 2021 was $ 2.2 million.

The difference between the Company's recorded value and its equity in net assets of eFC is amortized against the recorded value of the investment in accordance with ASC 323 Investments - Equity Method and Joint Ventures.

The amortization was not material for the three months ended March 31, 2022.

The recorded value is further adjusted based on the Company's proportionate share of eFC's net income and is recorded three months in arrears.

During the first quarter of 2022, the Company recorded $ 0.2 million of income related to its proportionate share of eFC's net income, net of currency translation adjustments and amortization of the basis difference.

At January 1, 2018, the Company held preferred stock representing a 10.0 % interest in the fully diluted shares of a tech skills assessment company.

3 unchanged sentences

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.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Company determined the value to be zero.

Accordingly, the Company recorded an impairment charge of $ 2.0 million during the first quarter of 2020.

As of September 30, 2021, there have been no additional shares issued that were similar to the Company's share rights and the investment is recorded at zero as of September 30, 2021.

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.

As of March 31, 2022, there have been no additional shares issued that were similar to the Company's share rights and the investment is recorded at zero as of March 31, 2022.

ACQUIRED INTANGIBLE ASSETS, NET

3 unchanged sentences

If the carrying value exceeds the fair value, an impairment loss is recorded.

As of September 30, 2021 and December 31, 2020, the Company had an indefinite-lived acquired intangible asset of $ 23.8 million related to the Dice trademarks and brand name.

During the first and third quarters of 2020, because of the impacts of the COVID-19 pandemic and its potential impact on future earnings and cash flows that are attributable to the Dice trademarks and brand name, the Company recorded impairment charges of $ 7.2 million and $ 8.0 million, respectively.

No impairment was recorded during the nine month period ended September 30, 2021.

The projections utilized in the September 30, 2020 analysis included a decline in revenues for the year ending December 31, 2021 compared to the year ended December 31, 2020, and then increasing revenues to rates approximating industry growth projections.

As of March 31, 2022 and December 31, 2021, the Company had an indefinite-lived acquired intangible asset of $ 23.8 million related to the Dice trademarks and brand name.

No impairment was recorded during the three-month periods ended March 31, 2022 and 2021.

The projections utilized in the October 1, 2021 analysis included increasing revenues at rates approximating industry growth projections.

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.

The September 30, 2020 analysis included a small reduction in operating margin during the year ending December 31, 2021 and then increasing modestly.

The October 1, 2021 analysis included operating margins during the year ending December 31, 2021 that approximate operating margins for the year ended December 31, 2020 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.

The Company's operating results attributable to the Dice trademarks and brand name through September 30, 2021 and projections of future results have met or exceeded those included in the projections utilized in the September 30, 2020 analysis.

In the September 30, 2020 analysis, the Company utilized a relief from royalty rate method to value the Dice trademarks and brand name using a royalty rate of 4.0 % based on comparable industry studies and a discount rate of 15.5 %.

The Company's operating results attributable to the Dice trademarks and brand name through March 31, 2022 and projections of future results have met or exceeded those included in the projections utilized in the October 1, 2021 analysis.

In the October 1, 2021 analysis, the Company utilized a relief from royalty rate method to value the Dice trademarks and brand name using a royalty rate of 4.0 % based on comparable industry studies and a discount rate of 12.5 %.

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.

1 unchanged sentence

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

require adjustments to recorded amounts of intangible assets.

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.

Goodwill as of September 30, 2021 and December 31, 2020, which was allocated to the Tech-focused reporting unit, was $ 128.1 million.

There were no changes to goodwill from December 31, 2020 to September 30, 2021.

Goodwill for the Tech-focused reporting unit as of March 31, 2022 and December 31, 2021 was $ 128.1 million.

There were no changes to goodwill from December 31, 2021 to March 31, 2022.

The annual impairment test for the Tech-focused reporting unit is performed on October 1 of each year.

During the three months ended September 30, 2020, because of the impacts of the COVID-19 pandemic and its potential impact on future earnings and cash flows for the reporting unit, the Company recorded an impairment charge of $ 23.6 million.

On June 30, 2021, the Company transferred a majority interest of its eFC business, which was part of the Tech-focused reporting unit, to management.

As a result, the Company performed an interim impairment analysis of goodwill.

The results indicated that the fair value of the Tech-focused reporting unit was substantially in excess of the carrying value as of June 30, 2021.

No impairment was recorded during the nine month period ended September 30, 2021.

Revenue projections attributable to the Tech-focused reporting unit used in the June 30, 2021 analysis included revenue growth for the year ending December 31, 2021 compared to the year ended December 31, 2020 as the business recovers from the impacts of the COVID-19 pandemic and then continues its growth at rates approximating industry growth projections.

The Company’s ability to achieve these revenue projections may be impacted by, among other things, any future 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.

The operating margin for the year ending December 31, 2021, as included in the June 30, 2021 analysis, approximates the operating margin for the year ended December 31, 2020, and then the margin increases as revenue growth drives profitability.

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 June 30, 2021 analysis was 15.5 %.

An increase to the discount rate applied or reductions to future projected operating results could result in a future impairment of the Tech-focused reporting unit’s goodwill.

The results of the impairment tests indicated that the fair value of the Tech-focused reporting unit was substantially in excess of the carrying value as of October 1, 2021.

Results for the Tech-focused reporting unit for the fourth quarter of 2021 and the first quarter of 2022 and estimated future results as of March 31, 2022 have exceeded the projections used in the October 1, 2021 analysis.

As a result, the Company believes it is not more likely than not that the fair value of the reporting unit is less than the carrying value as of March 31, 2022.

Therefore, no quantitative impairment test was performed as of March 31, 2022.

No impairment was recorded during the three-month periods ended March 31, 2022 and 2021.

The projections utilized in the October 1, 2021 analysis included increasing revenues at rates approximating industry growth projections.

The October 1,

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2021 analysis included operating margins during the year ending December 31, 2021 that approximate operating margins for the year ended December 31, 2020 and then increasing modestly.

If future cash flows that are attributable to the Tech-focused reporting unit are not achieved, the Company could realize an impairment in a future period.

The discount rate applied for the Tech-focused reporting unit in the October 1, 2021 analysis was 11.5 %.

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.

In addition, a future decline in the overall market conditions, uncertainty related to COVID-19, and/or changes in the Company’s market share could negatively impact the estimated future cash flows and discount rates used to determine the fair value of the reporting unit and could result in an impairment charge in the foreseeable future.

The determination of whether or not goodwill has become impaired is judgmental in nature and requires the use of estimates and key assumptions, particularly assumed discount rates and projections of future operating results, such as forecasted revenues and earnings before interest, taxes, depreciation and amortization margins and capital expenditure requirements.

Fair values are determined either by using a discounted cash flow methodology or by using a combination of a discounted cash flow methodology and a market comparable method.

The discounted cash flow methodology is based on projections of the amounts and timing of future revenues and cash flows, assumed discount rates and other assumptions as deemed appropriate.

Factors such as historical performance, anticipated market conditions, operating expense trends and capital expenditure requirements are considered.

Additionally, the discounted cash flows analysis takes into consideration cash expenditures for product development, other technological updates and advancements to the websites and investments to improve the candidate databases.

The market comparable method indicates the fair value of a business by comparing it to publicly traded companies in similar lines of business or to comparable transactions or assets.

Considerations for factors such as size, growth, profitability, risk and return on investment are analyzed and compared to the comparable businesses and adjustments are made.

A market value of invested capital of the publicly traded companies is calculated and then applied to the entity’s operating results to arrive at an estimate of value.

Changes in our strategy and/or market conditions could significantly impact these judgments and require adjustments to recorded amounts of goodwill.

Credit Agreement —In November 2018, the Company, together with Dice Inc.

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and incurring additional indebtedness.

Restricted payments are allowed under the Credit Agreement to the extent the consolidated leverage

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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, 2021, the Company was in compliance with all of the financial covenants under the Credit Agreement.

As of March 31, 2022, 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.

The amounts borrowed as of September 30, 2021 and December 31, 2020 are as follows (dollars in thousands):

September 30,

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The amounts borrowed as of March 31, 2022 and December 31, 2021 are as follows (dollars in thousands):

2022 December 31,

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The following table summarizes the Stock Repurchase Plans approved by the Board:

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 2019 to May 2020 May 2020 to May 2021 (1)

May 2020 to May 2021 (1)

Feb 2021 to Jun 2022 (2)

Approval Date April 2019 May 2020 February 2021

Feb 2022 to Feb 2023 (3)

Approval Date May 2020 February 2021 February 2022

Authorized Repurchase Amount of Common Stock $ 5 million $ 20 million $ 15 million

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(2) During the second quarter of 2021, the Company amended its $ 8.0 million stock repurchase program approved in February 2021 and allowed for the purchase of an additional $ 12.0 million of our common stock through June 2022, bringing total authorized purchases under the plan to $ 20.0 million.

As of September 30, 2021 the value of shares that may yet be purchased under the current plan was $ 11.0 million.

During the first quarter of 2022, the Company completed its purchases under the plan, which consisted of approximately 4.4 million shares for $ 20.0 million, effectively ending the plan prior to its original expiration date.

(3) On February 15, 2022, the Company announced that its Board of Directors approved a new stock repurchase program that permits the purchase of up to $15 million of the Company's common stock through February 2023.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2022 the value of shares that may yet be purchased under the current plan was $ 13.1 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,

2021 2020 2021 2020

Three Months Ended March 31,

Shares repurchased (1)

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(2) Average price paid per share includes costs associated with the repurchases.

There were 29,274 and 7,811 unsettled share repurchases as of September 30, 2021 and 2020, respectively.

There were 20,665 and 11,394 unsettled share repurchases as of March 31, 2022 and 2021, respectively.

Stock Repurchases Pursuant to the 2012 Omnibus Equity Award Plan —Under the 2012 Omnibus Equity Award Plan, as further described in note 13 to the condensed consolidated financial statements, the Company repurchases its common stock withheld for income tax from the vesting of employee restricted stock or Performance-Based Restricted Stock Units (“PSUs”).

The Company remits the value, which is based on the closing share price on the vesting date, of the common stock withheld to the appropriate tax authority on behalf of the employee and the related shares become treasury stock.

Purchases of the Company’s common stock pursuant to the 2012 Omnibus Equity Award Plan were as follows:

Three Months Ended March 31,

Shares repurchased upon restricted stock/PSU vesting 773,048 508,899

Average purchase price per share $ 5.44 $ 2.64

Dollar value of shares repurchased upon restricted stock/PSU vesting (in thousands) $ 4,202 $ 1,343

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 $ 2.2 million and $ 6.2 million during each of the three and nine month periods ended September 30, 2021, respectively, and $ 1.5 million and $ 4.9 million during the three and nine months periods ended September 30, 2020.

At September 30, 2021, there was $ 10.5 million of unrecognized compensation expense related to unvested awards, which is expected to be recognized over a weighted-average period of approximately 1.3 years.

Under the 2012 Omnibus Equity Award Plan, the Company has granted restricted stock and Performance-Based Restricted Stock Units (“PSUs”) to certain employees and directors.

The Company also offers an Employee Stock Purchase Plan.

Stock-based compensation disclosures within this footnote include expense and shares related to the eFC business through June 30, 2021.

The Company recorded total stock-based compensation expense of $ 2.2 million and $ 1.8 million during each of the three-month periods ended March 31, 2022 and 2021, respectively.

At March 31, 2022, there was $ 18.1 million of unrecognized compensation expense related to unvested awards, which is expected to be recognized over a weighted-average period of approximately 1.5 years.

Restricted Stock— Restricted stock is granted to employees of the Company and its subsidiaries, and to non-employee members of the Company’s Board.

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There was no cash flow impact resulting from the grants.

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.

Restricted stock vests in various increments 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, 2021 and 2020 and the changes during the periods then ended is presented below:

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended September 30, 2021 Three Months Ended September 30, 2020

Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date

Non-vested at beginning of the period 3,476,056 $ 2.55 4,153,171 $ 2.48

Granted 463,000 $ 3.93 282,500 $ 2.34

Forfeited ( 115,757 ) $ 2.82 ( 74,586 ) $ 2.63

Vested ( 231,721 ) $ 2.33 ( 204,816 ) $ 2.42

Non-vested at end of period 3,591,578 $ 2.74 4,156,269 $ 2.47

Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020

A summary of the status of restricted stock awards as of March 31, 2022 and 2021 and the changes during the periods then ended is presented below:

Three Months Ended March 31, 2022 Three Months Ended March 31, 2021

Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date

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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 and had no unvested shares as of March 31, 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 fair value of the PSUs is 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 year of grant, 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.

There was no cash flow impact resulting from the grants.

A summary of the status of PSUs as of September 30, 2021 and 2020 and the changes during the periods then ended is presented below:

Three Months Ended September 30, 2021 Three Months Ended September 30, 2020

Shares Weighted- Average Fair Value at

Grant Date Shares Weighted- Average Fair Value at

Non-vested at beginning of the period 1,815,532 $ 2.53 1,587,607 $ 2.50

Forfeited ( 16,290 ) $ 2.63 ( 14,851 ) $ 2.55

Non-vested at end of period 1,799,242 $ 2.53 1,572,756 $ 2.41

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020

A summary of the status of PSUs as of March 31, 2022 and 2021 and the changes during the periods then ended is presented below:

Three Months Ended March 31, 2022 Three Months Ended March 31, 2021

Shares Weighted- Average Fair Value at

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Non-vested at beginning of the period 1,593,775 $ 2.62 1,352,438 $ 2.50

Granted 990,000 $ 2.62 911,460 $ 2.65

1,553,332 $ 3.77 990,000 $ 2.62

Forfeited (1)

( 93,341 ) $ 2.40 ( 105,656 ) $ 2.14

Vested ( 928,717 ) $ 2.61 ( 339,111 ) $ 2.58

Non-vested at end of period 2,125,049 $ 3.48 1,897,671 $ 2.54

(1) PSUs granted for the three-month period ended March 31, 2022 includes 853,332 additional PSUs granted related to the bookings achievement for the performance period ended December 31, 2021.

PSUs forfeited for the three-month period ended March 31, 2021 includes 48,633 PSUs forfeited related to the bookings achievement for the performance period ended December 31, 2020.

Stock Options— The fair value of each option grant is estimated using the Black-Scholes option-pricing model.

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There was no cash flow impact resulting from the grants.

No stock options were granted during the nine months ended September 30, 2021 and 2020.

A summary of the status of options previously granted as of September 30, 2021 and 2020, and the changes during the periods then ended, is presented below:

Three Months Ended September 30, 2021

Options Weighted-Average Exercise Price Aggregate Intrinsic Value

Options outstanding at beginning of the period 10,000 $ 8.25 $ —

Forfeited ( 10,000 ) $ 8.25 $ —

Options outstanding at end of period — $ — $ —

Exercisable at end of period — $ — $ —

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 $ —

Nine Months Ended September 30, 2021

Options Weighted-Average Exercise Price Aggregate Intrinsic Value

Options outstanding at beginning of the period 110,000 $ 7.40 $ —

Forfeited ( 110,000 ) $ 7.40 $ —

Options outstanding at end of period — $ — $ —

Exercisable at end of period — $ — $ —

No stock options were granted during the three months ended March 31, 2022 and 2021.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Nine Months Ended September 30, 2020

There were no options exercisable as of or during the period ended March 31, 2022.

A summary of the status of options previously granted as of March 31 2021, and the changes during the period then ended, is presented below:

Three Months Ended March 31, 2021

Options Weighted-Average Exercise Price Aggregate Intrinsic Value

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Exercisable at end of period 25,000 $ 7.50 $ —

Employee Stock Purchase Plan— On March 11, 2020 the Company's Board of Directors adopted an Employee Stock Purchase Plan ("ESPP").

The ESPP was approved by the Company's stockholders on April 21, 2020.

The ESPP provides eligible employees the opportunity to purchase shares of the Company's common stock through payroll deductions during six-month offering periods.

The purchase price per share of common stock is 85 % of the lower of the closing stock price on the first or last trading day of each offering period.

The offering periods are January 1 to June 30 and July 1 to December 31.

The maximum number of shares of common stock available for purchase under the ESPP is 500,000 , subject to adjustment as provided under the ESPP.

Individual employee purchases are limited to $ 25,000 per calendar year, based on the fair market value of the shares on the purchase date.

EARNINGS PER SHARE

Basic earnings (loss) per share (“EPS”) is computed based on the weighted-average number of shares of common stock outstanding.

Basic earnings 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.

As shown in the table below, certain dilutive shares were excluded from the computation of shares contingently issuable upon exercise as we recognized a loss from continuing operations.

Outstanding stock-based awards that were anti-dilutive and excluded from the calculation of diluted EPS were approximately 0.3 million and 0.7 million shares for the three and nine month periods ended September 30, 2021, respectively, and approximately 2.3 million shares for the three and nine month periods ended September 30, 2020.

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,

2021 2020 2021 2020

Loss from continuing operations $ ( 2,434 ) $ ( 26,993 ) $ ( 634 ) $ ( 33,366 )

Income (loss) from discontinued operations, net of tax $ — $ ( 329 ) $ ( 29,340 ) $ 1,356

Net loss $ ( 2,434 ) $ ( 27,322 ) $ ( 29,974 ) $ ( 32,010 )

Three Months Ended March 31,

Income from continuing operations $ 1,301 $ 2,012

Income from discontinued operations, net of tax $ — $ 659

Net income $ 1,301 $ 2,671

Weighted-average shares outstanding—basic 44,702 46,993

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Weighted-average shares outstanding—diluted 47,170 48,606

Basic loss per share - continuing operations $ ( 0.05 ) $ ( 0.56 ) $ ( 0.01 ) $ ( 0.69 )

Diluted loss per share - continuing operations $ ( 0.05 ) $ ( 0.56 ) $ ( 0.01 ) $ ( 0.69 )

Basic earnings (loss) per share - discontinued operations $ — $ ( 0.01 ) $ ( 0.63 ) $ 0.03

Diluted earnings (loss) per share - discontinued operations $ — $ ( 0.01 ) $ ( 0.63 ) $ 0.03

Basic loss per share $ ( 0.05 ) $ ( 0.57 ) $ ( 0.64 ) $ ( 0.66 )

Diluted loss per share $ ( 0.05 ) $ ( 0.57 ) $ ( 0.64 ) $ ( 0.66 )

Shares issuable from stock-based awards (1)

2,561 1,383 2,004 1,342

(1) Represents shares excluded from the computation of shares contingently issuable upon exercise as we recognized a net loss from continuing operations.

The Company’s effective tax rate was 19 % and 45 % for the three and nine months ended September 30, 2021, respectively, and 6 % and 7 % for the three and nine months ended September 30, 2020, respectively.

The following items caused the effective tax rate to differ from the U.S.

statutory rate:

Basic earnings per share - continuing operations $ 0.03 $ 0.04

Diluted earnings per share - continuing operations $ 0.03 $ 0.04

Basic earnings per share - discontinued operations $ — $ 0.01

Diluted earnings per share - discontinued operations $ — $ 0.01

Basic earnings per share $ 0.03 $ 0.06

Diluted earnings per share $ 0.03 $ 0.05

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

• Tax expense of $ 0.1 million during the three months ended September 30, 2021, and a tax benefit of $ 0.3 million during the nine months ended September 30, 2021, related to a valuation allowance on the Company's capital loss carryforward.

• Tax expense of $ 5.5 million during the three and nine months ended September 30, 2020, related to nondeductible impairment charges.

The Company’s effective tax rate was ( 142 )% and 6 % for the three months ended March 31, 2022 and 2021, respectively.

The following items caused the effective tax rate to differ from the U.S.

statutory rate:

• A tax benefit of $ 0.8 million during the three months ended March 31, 2022, from the vesting or settlement of share-based compensation awards.

• A tax benefit of $ 0.5 million during the three months ended March 31, 2021, from the release of a valuation allowance on the Company's capital loss carryforward.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements