3 unchanged sentences
(in thousands, except per share data)
+Added: September 30,
2022 December 31, 2021
47 unchanged sentences
(in thousands, except per share amounts)
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
6 unchanged sentences
Depreciation 4,408 4,359 12,594 12,030
+Added: Impairment of right-of-use asset — 1,919 — 1,919
Total operating expenses 37,309 32,973 107,167 88,066
2 unchanged sentences
Gain (loss) on investments — ( 641 ) 320 1,198
+Added: Impairment of investment ( 2,300 ) — ( 2,300 ) —
Interest expense and other ( 447 ) ( 150 ) ( 990 ) ( 432 )
Income (loss) before income taxes ( 938 ) ( 3,006 ) 888 ( 1,145 )
−Removed: Income tax expense (benefit) ( 162 ) ( 61 ) ( 925 ) 61
+Added: Income tax benefit ( 12 ) ( 572 ) ( 937 ) ( 511 )
Income (loss) from continuing operations ( 926 ) ( 2,434 ) 1,825 ( 634 )
1 unchanged sentence
Net income (loss) $ ( 926 ) $ ( 2,434 ) $ 1,825 $ ( 29,974 )
−Removed: Basic earnings per share - continuing operations $ 0.03 $ — $ 0.06 $ 0.04
−Removed: Diluted earnings per share - continuing operations $ 0.03 $ — $ 0.06 $ 0.04
−Removed: Basic earnings (loss) per share - discontinued operations $ — $ ( 0.64 ) $ — $ ( 0.62 )
−Removed: Diluted earnings (loss) per share - discontinued operations $ — $ ( 0.64 ) $ — $ ( 0.60 )
+Added: Basic earnings (loss) per share - continuing operations $ ( 0.02 ) $ ( 0.05 ) $ 0.04 $ ( 0.01 )
+Added: Diluted earnings (loss) per share - continuing operations $ ( 0.02 ) $ ( 0.05 ) $ 0.04 $ ( 0.01 )
+Added: Basic loss per share - discontinued operations $ — $ — $ — $ ( 0.63 )
+Added: Diluted loss per share - discontinued operations $ — $ — $ — $ ( 0.63 )
Basic earnings (loss) per share $ ( 0.02 ) $ ( 0.05 ) $ 0.04 $ ( 0.64 )
6 unchanged sentences
(in thousands)
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Net income (loss) $ ( 926 ) $ ( 2,434 ) $ 1,825 $ ( 29,974 )
−Removed: Other comprehensive income:
+Added: Other comprehensive income (loss):
Foreign currency translation adjustment ( 200 ) — ( 250 ) 456
Cumulative translation adjustments reclassified to the Statement of Operations — — — 28,063
−Removed: Total other comprehensive income ( 58 ) 28,222 ( 50 ) 28,519
+Added: Total other comprehensive income (loss) ( 200 ) — ( 250 ) 28,519
Comprehensive income (loss) $ ( 1,126 ) $ ( 2,434 ) $ 1,575 $ ( 1,455 )
19 unchanged sentences
Net income 1,450 1,450
−Removed: Other comprehensive income (loss) - translation adjustments ( 58 ) ( 58 )
+Added: Other comprehensive loss - translation adjustments ( 58 ) ( 58 )
Stock-based compensation 2,456 2,456
4 unchanged sentences
Balance at June 30, 2022 — $ — 76,117 $ 761 $ 246,645 27,592 $ ( 166,170 ) $ 26,980 $ ( 111 ) $ 108,105
+Added: Net income ( 926 ) ( 926 )
+Added: Other comprehensive income (loss) - translation adjustments ( 200 ) ( 200 )
+Added: Stock-based compensation 2,497 2,497
+Added: Restricted stock issued 294 3 ( 3 ) —
+Added: Restricted stock forfeited or withheld to satisfy tax obligations ( 8 ) — — 88 ( 379 ) ( 379 )
+Added: Purchase of treasury stock under stock repurchase plan 720 ( 3,763 ) ( 3,763 )
+Added: Balance at September 30, 2022 — $ — 76,403 $ 764 $ 249,139 28,400 $ ( 170,312 ) $ 26,054 $ ( 311 ) $ 105,334
Preferred Stock Common Stock Additional
22 unchanged sentences
Balance at June 30, 2021 — $ — 73,235 $ 733 $ 237,614 21,795 $ ( 137,280 ) $ 26,431 $ — $ 127,498
+Added: Net loss ( 2,434 ) ( 2,434 )
+Added: Stock-based compensation 2,154 2,154
+Added: Restricted stock issued 463 4 ( 4 ) —
+Added: Restricted stock forfeited or withheld to satisfy tax obligations ( 116 ) ( 2 ) 2 89 ( 303 ) ( 303 )
+Added: Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 6 ) — — — —
+Added: Purchase of treasury stock under stock repurchase plan 1,824 ( 6,756 ) ( 6,756 )
+Added: Balance at September 30, 2021 — $ — 73,576 $ 735 $ 239,766 23,708 $ ( 144,339 ) $ 23,997 $ — $ 120,159
See accompanying notes to the condensed consolidated financial statements.
2 unchanged sentences
(in thousands)
−Removed: Six Months Ended June 30,
+Added: Nine Months Ended September 30,
Cash flows from (used in) operating activities:
Net income (loss) $ 1,825 $ ( 29,974 )
−Removed: Adjustments to reconcile net income to net cash flows from (used in) operating activities:
+Added: Adjustments to reconcile net income (loss) to net cash flows from (used in) operating activities:
Depreciation 12,594 12,804
3 unchanged sentences
Income from equity method investment ( 1,107 ) —
+Added: Impairment of right-of-use asset — 1,919
Gain on investments ( 320 ) ( 1,198 )
Change in accrual for unrecognized tax benefits 208 54
+Added: Impairment of investment 2,300 —
Loss on disposition of discontinued operations — 30,203
10 unchanged sentences
Cash transferred with discontinued operations — ( 2,951 )
+Added: Cash paid for investment — ( 3,000 )
Cash received from sale of investment 320 1,198
23 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”).
−Removed: Operating results for the six-month period ended June 30, 2022 are not necessarily indicative of the results to be achieved for the full year.
+Added: Operating results for the nine-month period ended September 30, 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.
−Removed: There have been no significant changes in the Company’s assumptions regarding critical accounting estimates during the six-month period ended June 30, 2022.
+Added: There have been no significant changes in the Company’s assumptions regarding critical accounting estimates during the nine-month period ended September 30, 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.
23 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.
−Removed: 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 six month period ended June 30, 2022.
+Added: Investments, non-current that were carried at fair value, prior to the conversion to preferred shares as described in Note 7, used 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 nine months ended September 30, 2022.
The fair value of the long-term debt was estimated using present value techniques and market based interest rates and credit spreads.
15 unchanged sentences
The results of discontinued operations on the condensed consolidated statements of operations were as follows (in thousands):
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Nine Months Ended September 30,
Revenues $ 12,130
2 unchanged sentences
Loss on disposition of discontinued operations 1
−Removed: ( 30,203 ) ( 30,203 )
−Removed: Other income (expense) ( 1 ) 1
+Added: Other income 1
Loss before income taxes ( 28,893 )
2 unchanged sentences
(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.
−Removed: The loss was partially offset by the recording of an equity investment of $3.6 million and eFC's earnings during the three and six month period ended June 30, 2021.
+Added: The loss was partially offset by the recording of an equity investment of $3.6 million and eFC's earnings during the three and six months ended June 30, 2021.
DHI GROUP, INC.
1 unchanged sentence
Depreciation, fixed asset purchases and other significant non-cash items related to discontinued operations were as follows (in thousands):
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Nine Months Ended September 30,
Depreciation $ 774
10 unchanged sentences
The following table provides information about disaggregated revenue by brand and includes a reconciliation of the disaggregated revenue (in thousands):
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
5 unchanged sentences
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):
−Removed: As of June 30, 2022 As of December 31, 2021
+Added: As of September 30, 2022 As of December 31, 2021
Receivables $ 18,861 $ 18,385
11 unchanged sentences
T he Company recognized the following revenues as a result of changes in the contract liability balances in the respective periods (in thousands):
−Removed: Three Months Ended Six Months Ended
−Removed: June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021
+Added: Three Months Ended Nine Months Ended
+Added: September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021
Revenue recognized in the period from:
9 unchanged sentences
The components of lease cost were as follows (in thousands):
−Removed: For the Three Months Ended June 30, For the Six Months Ended June 30,
+Added: For the Three Months Ended September 30, For the Nine Months Ended September 30,
2022 2021 2022 2021
5 unchanged sentences
Supplemental cash flow information related to leases was as follows (in thousands):
−Removed: For the Six Months Ended June 30,
+Added: For the Nine Months Ended September 30,
Cash paid for amounts included in measurement of lease liabilities:
3 unchanged sentences
Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount):
−Removed: June 30, 2022 December 31, 2021
+Added: September 30, 2022 December 31, 2021
Operating lease right-of-use-assets $ 5,512 $ 6,888
9 unchanged sentences
If the carrying value exceeds the fair value, an impairment loss is recorded.
−Removed: No impairment was recorded during the three and six month periods ended June 30, 2022 and 2021.
−Removed: As of June 30, 2022, future operating lease payments were as follows (in thousands):
+Added: No impairment was recorded during the three and nine months ended September 30, 2022.
+Added: During the three and nine months ended September 30, 2021, due to the continuing impacts of COVID-19 on the real estate markets and its impact on the future cash flows attributable to its ROU assets, the Company recorded an impairment charge of $ 1.9 million.
+Added: As of September 30, 2022, future operating lease payments were as follows (in thousands):
Operating Leases
−Removed: July 1, 2022 through December 31, 2022 $ 1,354
+Added: October 1, 2022 through December 31, 2022 $ 679
2027 and thereafter 82
2 unchanged sentences
Total $ 7,591
−Removed: As of June 30, 2022 the Company has no additional operating or finance leases that have not yet commenced.
+Added: As of September 30, 2022 the Company has no additional operating or finance leases that have not yet commenced.
Investments, Current, at Fair Value
14 unchanged sentences
Upon a Qualified Financing, the Company will convert its investment into shares of preferred stock at 80 % of the per share value in the Qualified Financing.
−Removed: The investment is recorded as a trading security at fair value with realized and unrealized gains and losses included in earnings.
−Removed: The Note is recorded at $ 3.0 million as of June 30, 2022 and December 31, 2021 and there was no gain or loss included in earnings during the three and six month periods ended June 30, 2022.
+Added: The investment was recorded as a trading security at fair value with realized and unrealized gains and losses included in earnings.
+Added: The Note was recorded at $ 3.0 million as of June 30, 2022 and December 31, 2021.
+Added: On September 20, 2022, a Qualified Financing occurred and the Note was converted into preferred shares representing 4.9 % of the outstanding equity in the underlying business, on a fully-diluted basis.
+Added: The Company's preferred shares are substantially similar to shares purchased by a third party investor in the Qualified Financing that resulted in such investor becoming the majority owner of the business, holding 50.5 % of the outstanding equity in the business, on a fully-diluted basis.
+Added: Therefore, the Company's shares in the business were recorded at fair value based on the price per share realized in the Qualified Financing.
+Added: The value of the Company's investment was $ 0.7 million as of September 30, 2022 and is recorded as an investment in the condensed consolidated balance sheet.
+Added: Accordingly, the Company recognized an impairment loss during the three and nine months ended September 30, 2022 of $ 2.3 million.
+Added: The Company has elected the measurement alternative in accordance with FASB ASC 321, Investments – Equity Securities.
+Added: As of September 30, 2022, subsequent to the Qualified Financing, it was not practicable to estimate the fair value of its interest because there were no observable transactions for the investment.
+Added: Accordingly, the investment was carried at the value realized in the Qualified Financing as of September 30, 2022, as described above.
Investments, Non-current
13 unchanged sentences
The investment was recorded at its fair value on June 30, 2021, the date of transfer, which was $ 3.6 million.
−Removed: The Company's equity in net assets of eFC as of June 30, 2021 was $ 2.2 million.
+Added: The Company's equity in the 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.
−Removed: The amortization was not material for the three and six months ended June 30, 2022.
+Added: The amortization was not material for the three and nine months ended September 30, 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.
−Removed: For the three and six month periods ended June 30, 2022, the Company recorded $ 0.4 million and $ 0.5 million, respectively, of income related to its proportionate share of eFC's net income, net of currency translation adjustments and amortization of the basis difference.
+Added: For the three and nine months ended September 30, 2022, the Company recorded $ 0.6 million and $ 1.1 million, respectively, of income related to its proportionate share of eFC's net income,
+Added: DHI GROUP, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: net of currency translation adjustments and amortization of the basis difference.
+Added: The Company's proportionate share of eFC's net income for the three and nine months ended September 30, 2021 was zero.
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.
5 unchanged sentences
Accordingly, the Company recorded an impairment charge of $ 2.0 million during the first quarter of 2020.
−Removed: The investment is recorded at zero as of June 30, 2022 and December 31, 2021.
−Removed: DHI GROUP, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: The investment is recorded at zero as of September 30, 2022 and December 31, 2021.
ACQUIRED INTANGIBLE ASSETS, NET
1 unchanged sentence
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.
+Added: The annual impairment test for the Dice.com trademarks and brand name is performed on October 1 of each year.
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.
−Removed: As of June 30, 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.
−Removed: No impairment was recorded during the three and six month periods ended June 30, 2022 and 2021.
+Added: As of September 30, 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.
+Added: No impairment was recorded during the three and nine month periods ended September 30, 2022 and 2021.
The projections utilized in the October 1, 2021 analysis included increasing revenues at rates approximating industry growth projections.
2 unchanged sentences
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.
−Removed: The Company's operating results attributable to the Dice trademarks and brand name through June 30, 2022 and projections of future results have met or exceeded those included in the projections utilized in the October 1, 2021 analysis.
+Added: The Company's operating results attributable to the Dice trademarks and brand name through September 30, 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 %.
4 unchanged sentences
If projections are not achieved, the Company could realize an impairment in the foreseeable future.
−Removed: Goodwill for the Tech-focused reporting unit as of June 30, 2022 and December 31, 2021 was $ 128.1 million.
−Removed: There were no changes to goodwill from December 31, 2021 to June 30, 2022.
+Added: Goodwill for the Tech-focused reporting unit as of September 30, 2022 and December 31, 2021 was $ 128.1 million.
+Added: There were no changes to goodwill from December 31, 2021 to September 30, 2022.
The annual impairment test for the Tech-focused reporting unit is performed on October 1 of each year.
The results of the impairment test indicated that the fair value of the Tech-focused reporting unit was substantially in excess of the carrying value as of October 1, 2021.
−Removed: Results for the Tech-focused reporting unit for the fourth quarter of 2021 and the first six months of 2022 and estimated future results as of June 30, 2022 have exceeded the projections used in the October 1, 2021 impairment test.
−Removed: 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 June 30, 2022.
−Removed: Therefore, no quantitative impairment test was performed as of June 30, 2022.
−Removed: No impairment was recorded during the three and six month periods ended June 30, 2022 and 2021.
+Added: DHI GROUP, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: Results for the Tech-focused reporting unit for the fourth quarter of 2021 and the first nine months of 2022 and estimated future results as of September 30, 2022 have exceeded the projections used in the October 1, 2021 impairment test.
+Added: 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 September 30, 2022.
+Added: Therefore, no quantitative impairment test was performed as of September 30, 2022.
+Added: No impairment was recorded during the three and nine months ended September 30, 2022 and 2021.
The projections utilized in the October 1, 2021 impairment test included increasing revenues at rates approximating industry growth projections.
3 unchanged sentences
The discount rate applied for the Tech-focused reporting unit in the October 1, 2021 impairment test was 11.5 %.
−Removed: An increase to the discount
−Removed: DHI GROUP, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: rate applied or reductions to future projected operating results could result in future impairment of the Tech-focused reporting unit’s goodwill.
+Added: 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.
14 unchanged sentences
At the closing of the Credit Agreement, the Company borrowed $ 30 million to repay, in full, all outstanding indebtedness, including accrued interest, under the Old Credit Agreement.
−Removed: Unamortized debt issuance costs from the previous credit agreement of $ 0.2 million and debt issuance costs of $ 0.5 million related to the new agreement were recorded as other assets on the condensed consolidated balance sheets as of June 30, 2022 and will be recorded to interest expense over the term of the Credit Agreement.
+Added: Unamortized debt issuance costs from the previous credit agreement of $ 0.2 million and debt issuance costs of $ 0.5 million related to the new agreement were recorded as other assets on the condensed consolidated balance sheets and are recorded to interest expense over the term of the Credit Agreement.
Borrowings under the Credit Agreement denominated in U.S.
−Removed: dollars bear interest, payable at least quarterly, at the Company’s option, at a Secured Overnight Financing Rate ("SOFR") rate or a base rate plus a margin.
+Added: dollars bear interest, payable at least quarterly, at the Company’s option, at the Secured Overnight Financing Rate ("SOFR") or a base rate plus a margin.
Borrowings under the credit agreement denominated in pounds sterling, if any, bear interest at the Sterling Overnight Index Average ("SONIA") rate plus a margin.
1 unchanged sentence
The Company incurs a commitment fee ranging from 0.35 % to 0.50 % on any unused capacity under the revolving loan facility, determined by the Company’s most recent consolidated leverage ratio.
−Removed: There were no borrowings in pounds sterling as of June 30, 2022 and December 31, 2021.
+Added: DHI GROUP, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: There were no borrowings in pounds sterling as of September 30, 2022 and December 31, 2021.
The facility may be prepaid at any time without penalty.
9 unchanged sentences
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.
−Removed: As of June 30, 2022, the Company was in compliance with all of the financial covenants under the Credit Agreement.
−Removed: DHI GROUP, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: As of September 30, 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 one of the Company’s wholly-owned subsidiaries and secured by substantially all of the assets of the Borrowers and the guarantors.
1 unchanged sentence
The Old Credit Agreement, when entered into during November 2018, provided for a revolving loan facility of $ 90 million, with an expansion option of $ 50 million, bringing the total facility to $ 140 million, as permitted by the terms of the Old Credit Agreement.
−Removed: Borrowings under the Old Credit Agreement accrued interest, at the Company's option, at a LIBOR rate or a base rate plus a margin.
+Added: Borrowings under the Old Credit Agreement accrued interest, at the Company's option, at the London Inter-bank Offered Rate ("LIBOR") or a base rate plus a margin.
The margin ranged 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.
1 unchanged sentence
The was no penalty for prepayment of the Old Credit Agreement.
−Removed: The amounts borrowed as of June 30, 2022 and December 31, 2021 are as follows (dollars in thousands):
+Added: The amounts borrowed as of September 30, 2022 and December 31, 2021 are as follows (dollars in thousands):
+Added: September 30,
2022 December 31,
10 unchanged sentences
'(1) In connection with the new Credit Agreement entered into during the three months ended June 30, 2022, the Company recorded deferred financing costs of $ 0.7 million to other assets on the condensed consolidated balance sheets.
−Removed: Accumulated amortization as of June 30, 2022 was approximately zero.
+Added: Accumulated amortization as of September 30, 2022 was less than $ 0.1 million.
There are no scheduled principal payments until maturity of the Credit Agreement in June 2027.
+Added: DHI GROUP, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
COMMITMENTS AND CONTINGENCIES
6 unchanged sentences
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.
−Removed: DHI GROUP, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
EQUITY TRANSACTIONS
11 unchanged sentences
(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 $ 15.0 million of the Company's common stock through February 2023.
−Removed: As of June 30, 2022 the value of shares that may yet be purchased under the current plan was $ 9.4 million.
+Added: As of September 30, 2022 the value of shares that may yet be purchased under the current plan was $ 5.7 million.
Purchases of the Company's common stock pursuant to the Stock Repurchase Plans were as follows:
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
6 unchanged sentences
(2) Average price paid per share includes costs associated with the repurchases.
−Removed: There were 24,758 and 135,330 unsettled share repurchases as of June 30, 2022 and 2021, respectively.
+Added: There were 20,020 and 29,274 unsettled share repurchases as of September 30, 2022 and 2021, respectively.
Stock Repurchases Pursuant to the 2022 Omnibus Equity Award Plan —Under the 2022 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.
+Added: DHI GROUP, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Purchases of the Company’s common stock pursuant to the 2022 Omnibus Equity Award Plan were as follows:
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
3 unchanged sentences
STOCK-BASED COMPENSATION
−Removed: 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.
+Added: On July 13, 2022, the stockholders of the Company approved the DHI Group, Inc.
+Added: 2022 Omnibus Equity Award Plan, which had been previously approved by the Company's Board of Directors on May 13, 2022 (the "2022 Omnibus Equity Award Plan").
+Added: The 2022 Omnibus Equity Award Plan generally mirrors the terms of the Company's prior omnibus equity award plan, which expired in accordance with its terms on April 20, 2022 (the "2012 Omnibus Equity Award Plan").
+Added: The Company has previously granted restricted stock and PSUs to certain employees and directors pursuant to the 2012 Omnibus Equity Award Plan and continues to grant restricted stock and PSUs to certain employees and directors pursuant to the 2022 Omnibus Equity Award Plan.
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.
−Removed: DHI GROUP, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: The Company recorded total stock-based compensation expense of $ 2.5 million and $ 4.7 million during the three and six month periods ended June 30, 2022, respectively, and $ 1.8 million and $ 3.4 million during the three and six month periods ended June 30, 2021, respectively.
−Removed: At June 30, 2022, there was $ 16.8 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.
+Added: The Company recorded total stock-based compensation expense of $ 2.5 million and $ 7.2 million during the three and nine months ended September 30, 2022, respectively, and $ 2.2 million and $ 6.2 million during the three and nine month periods ended September 30, 2021, respectively.
+Added: At September 30, 2022, there was $ 15.6 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.
Restricted Stock— Restricted stock is granted to employees of the Company and its subsidiaries, and to non-employee members of the Company’s Board.
5 unchanged sentences
Vesting occurs over one year for Board members and over two to four years for employees.
−Removed: A summary of the status of restricted stock awards as of June 30, 2022 and 2021 and the changes during the periods then ended is presented below:
−Removed: Three Months Ended June 30, 2022 Three Months Ended June 30, 2021
+Added: A summary of the status of restricted stock awards as of September 30, 2022 and 2021 and the changes during the periods then ended is presented below:
+Added: Three Months Ended September 30, 2022 Three Months Ended September 30, 2021
Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date
4 unchanged sentences
Non-vested at end of period 2,727,402 $ 3.92 3,591,578 $ 2.74
−Removed: Six Months Ended June 30, 2022 Six Months Ended June 30, 2021
+Added: DHI GROUP, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021
Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date
10 unchanged sentences
There was no cash flow impact resulting from the grants.
−Removed: DHI GROUP, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: A summary of the status of PSUs as of June 30, 2022 and 2021 and the changes during the periods then ended is presented below:
−Removed: Three Months Ended June 30, 2022 Three Months Ended June 30, 2021
+Added: A summary of the status of PSUs as of September 30, 2022 and 2021 and the changes during the periods then ended is presented below:
+Added: Three Months Ended September 30, 2022 Three Months Ended September 30, 2021
Shares Weighted- Average Fair Value at
4 unchanged sentences
Non-vested at end of period 2,110,496 $ 3.48 1,799,242 $ 2.53
−Removed: Six Months Ended June 30, 2022 Six Months Ended June 30, 2021
+Added: Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021
Shares Weighted- Average Fair Value at
13 unchanged sentences
Treasury rates in effect at the time of grant.
−Removed: 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.
+Added: The stock options vest 25% after one year, beginning on
+Added: DHI GROUP, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: 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.
−Removed: No stock options were granted during the six month periods ended June 30, 2022 and 2021.
−Removed: There were no options outstanding as of December 31, 2021.
−Removed: A summary of options outstanding as of and for the periods ended June 30, 2021 are presented below:
−Removed: Three Months Ended June 30, 2021
+Added: No stock options were granted during the nine-month periods ended September 30, 2022 and 2021.
+Added: There were no options outstanding as of September 30, 2022 and December 31, 2021.
+Added: A summary of options outstanding as of and for the periods ended September 30, 2021 are presented below:
+Added: Three Months Ended September 30, 2021
Options Weighted-Average Exercise Price Aggregate Intrinsic Value
2 unchanged sentences
Options outstanding at end of period — $ — $ —
−Removed: Exercisable at end of period 10,000 $ 8.25 $ —
−Removed: DHI GROUP, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Six Months Ended June 30, 2021
+Added: Nine Months Ended September 30, 2021
Options Weighted-Average Exercise Price Aggregate Intrinsic Value
2 unchanged sentences
Options outstanding at end of period — $ — $ —
−Removed: Exercisable at end of period 10,000 $ 8.25 $ —
Employee Stock Purchase Plan— On March 11, 2020 the Company's Board of Directors adopted an Employee Stock Purchase Plan ("ESPP").
5 unchanged sentences
Individual employee purchases are limited to $ 25,000 per calendar year, based on the fair market value of the shares on the purchase date.
−Removed: The first offering period commenced January 1, 2022.
−Removed: During the six months ended June 30, 2022, 29,253 shares were issued under the plan.
−Removed: No shares were issued during the six months ended June 30, 2021.
+Added: The first offering period commenced January 1, 2022, and the second offering period commenced July 1, 2022.
+Added: No shares were issued during the three months ended September 30, 2022 and 2021.
+Added: During the nine months ended September 30, 2022 and 2021, 29,253 and zero shares, respectively, were issued under the plan.
EARNINGS PER SHARE
2 unchanged sentences
The following is a calculation of basic and diluted earnings per share and weighted-average shares outstanding (in thousands, except per share amounts):
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: DHI GROUP, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
−Removed: Income from continuing operations $ 1,450 $ ( 212 ) $ 2,751 $ 1,800
+Added: Income (loss) from continuing operations $ ( 926 ) $ ( 2,434 ) $ 1,825 $ ( 634 )
Loss from discontinued operations, net of tax $ — $ — $ — $ ( 29,340 )
2 unchanged sentences
Add shares issuable from stock-based awards 1
−Removed: 2,279 — 2,285 1,743
Weighted-average shares outstanding—diluted 44,190 45,807 46,711 46,740
−Removed: Basic earnings per share - continuing operations $ 0.03 $ — $ 0.06 $ 0.04
−Removed: Diluted earnings per share - continuing operations $ 0.03 $ — $ 0.06 $ 0.04
−Removed: Basic earnings (loss) per share - discontinued operations $ — $ ( 0.64 ) $ — $ ( 0.62 )
−Removed: Diluted earnings (loss) per share - discontinued operations $ — $ ( 0.64 ) $ — $ ( 0.60 )
+Added: Basic earnings (loss) per share - continuing operations $ ( 0.02 ) $ ( 0.05 ) $ 0.04 $ ( 0.01 )
+Added: Diluted earnings (loss) per share - continuing operations $ ( 0.02 ) $ ( 0.05 ) $ 0.04 $ ( 0.01 )
+Added: Basic loss per share - discontinued operations $ — $ — $ — $ ( 0.63 )
+Added: Diluted loss per share - discontinued operations $ — $ — $ — $ ( 0.63 )
Basic earnings (loss) per share $ ( 0.02 ) $ ( 0.05 ) $ 0.04 $ ( 0.64 )
1 unchanged sentence
Shares excluded from the calculation of diluted earnings per share 2
−Removed: — 408 936 436
−Removed: (1) For the three months ended June 30, 2021, 1.9 million shares were excluded from the computation of shares contingently issuable upon exercise as we recognized a net loss from continuing operations.
+Added: (1) For the three months ended September 30, 2022, 2.1 million shares were excluded from the computation of shares contingently issuable upon exercise as we recognized a net loss from continuing operations.
+Added: For the three and nine months ended September 30, 2021, 2.6 million and 2.0 million shares, respectively, were excluded from the computation of shares contingently issuable upon exercise as we recognized a net loss from continuing operations.
(2) Represents outstanding stock-based awards that were anti-dilutive and excluded from the calculation of diluted earnings per share.
−Removed: DHI GROUP, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: The Company’s effective tax rate was ( 13 )% and ( 51 )% for the three and six months ended June 30, 2022, respectively, and 22 % and 3 % for the three and six months ended June 30, 2021, respectively.
−Removed: In addition to state income taxes, the following items caused the effective tax rate to differ from the U.S.
+Added: The Company’s effective tax rate was 1 % and ( 106 )% for the three and nine months ended September 30, 2022, respectively, and 19 % and 45 % for the three and nine months ended September 30, 2021, respectively.
+Added: The following items caused the effective tax rate to differ from the U.S.
statutory rate:
−Removed: • Tax benefits of $ 0.2 million and $ 1.0 million during the three and six months ended June 30, 2022, from the vesting of share-based compensation awards.
−Removed: • A tax benefit of $ 0.1 million during the three and six months ended June 30, 2022, from research tax credits.
−Removed: • Tax benefits of $ 0.1 million during the three and six months ended June 30, 2022, and $ 0.4 million during the six months ended June 30, 2021, from the release of a valuation allowance on the Company's capital loss carryforward.
+Added: • Tax benefits of $ 0.1 million and $ 1.1 million during the three and nine months ended September 30, 2022, respectively, from the vesting of share-based compensation awards.
+Added: • A tax benefit of $ 0.1 million during the three months ended September 30, 2022, from research tax credits.
+Added: • Tax expense of $ 0.5 million during the three months ended September 30, 2022, from a valuation allowance related to the impairment of an investment.
+Added: • 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.
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.