DHI GROUP, INC. 10-Q

ITEM 1. Financial Statements DHI GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (in thousands, except per share data) March 31, 2023 December 31, 2022 ASSETS Current assets Cash $ 5,368 $ 3,006 Accounts receivable, net of allowance for doubtful accounts of $ 985 and $ 1,374 24,980 20,494 Prepaid and other current assets 3,815 4,294 Total current assets 34,163 27,794 Fixed assets, net 21,879 21,252 Capitalized contract costs 8,994 9,677 Operating lease right-of-use assets 6,088 6,581 Investments 5,968 5,646 Acquired intangible assets 23,800 23,800 Goodwill 128,100 128,100 Other assets 4,017 3,854 Total assets $ 233,009 $ 226,704 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable and accrued expenses $ 12,403 $ 23,818 Deferred revenue 58,079 50,121 Income taxes payable 280 34 Operating lease liabilities — 105 Total current liabilities 70,762 74,078 Deferred revenue 765 743 Operating lease liabilities 8,007 8,428 Long-term debt 46,000 30,000 Deferred income taxes 4,667 5,515 Accrual for unrecognized tax benefits 829 769 Other long-term liabilities 727 932 Total liabilities 131,757 120,465 Commitments and Contingencies (Note 10) Stockholders’ equity Convertible preferred stock, $ .01 par value, authorized 20,000 shares; no shares issued and outstanding — — Common stock, $ .01 par value, authorized 240,000 ; issued: 78,833 and 76,442 shares, respectively; outstanding: 48,117 and 47,367 shares, respectively 790 766 Additional paid-in capital 254,495 251,632 Accumulated other comprehensive loss ( 331 ) ( 481 ) Accumulated earnings 29,197 28,405 Treasury stock, 30,716 and 29,075 shares, respectively ( 182,899 ) ( 174,083 ) Total stockholders’ equity 101,252 106,239 Total liabilities and stockholders’ equity $ 233,009 $ 226,704 See accompanying notes to the condensed consolidated financial statements. 2 Table of Contents DHI GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except per share amounts) Three Months Ended March 31, 2023 2022 Revenues $ 38,620 $ 34,334 Operating expenses: Cost of revenues 4,912 4,099 Product development 4,694 3,942 Sales and marketing 16,060 13,941 General and administrative 8,208 7,766 Depreciation 4,173 3,958 Total operating expenses 38,047 33,706 Operating income 573 628 Income from equity method investment 171 155 Interest expense and other ( 798 ) ( 245 ) Income (loss) before income taxes ( 54 ) 538 Income tax benefit ( 514 ) ( 763 ) Net income $ 460 $ 1,301 Basic earnings per share $ 0.01 $ 0.03 Diluted earnings per share $ 0.01 $ 0.03 Weighted-average basic shares outstanding 43,886 44,702 Weighted-average diluted shares outstanding 45,240 47,170 See accompanying notes to the condensed consolidated financial statements. 3 Table of Contents DHI GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) (in thousands) Three Months Ended March 31, 2023 2022 Net income $ 460 $ 1,301 Other comprehensive income: Foreign currency translation adjustment 150 8 Total other comprehensive income 150 8 Comprehensive income $ 610 $ 1,309 See accompanying notes to the condensed consolidated financial statements. 4 Table of Contents DHI GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited) (in thousands) Convertible Preferred Stock Common Stock Additional Paid-in Capital Treasury Stock Accumulated Earnings Accumulated Other Comprehensive Income (Loss) Total Shares Issued Amount Shares Issued Amount Shares Amount Balance at December 31, 2022 — $ — 76,442 $ 766 $ 251,632 29,075 $ ( 174,083 ) $ 28,405 $ ( 481 ) $ 106,239 Net income 460 460 Other comprehensive income - translation adjustments 150 150 Stock-based compensation 2,887 2,887 Restricted stock issued 1,107 11 ( 11 ) — Performance-Based Restricted Stock Units eligible to vest 1,288 13 ( 13 ) — Restricted stock forfeited or withheld to satisfy tax obligations ( 4 ) — — 386 ( 2,278 ) ( 2,278 ) Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations — — — 512 ( 3,017 ) ( 3,017 ) Purchase of treasury stock under stock repurchase plan 743 ( 3,521 ) ( 3,521 ) Cumulative-effect of new accounting principle (See Note 2) 332 332 Balance at March 31, 2023 — $ — 78,833 $ 790 $ 254,495 30,716 $ ( 182,899 ) $ 29,197 $ ( 331 ) $ 101,252 Convertible Preferred Stock Common Stock Additional Paid-in Capital Treasury Stock Accumulated Earnings Accumulated Other Comprehensive Income (Loss) Total Shares Issued Amount Shares Issued Amount Shares Amount Balance at December 31, 2021 — $ — 73,584 $ 738 $ 241,854 24,828 $ ( 150,398 ) $ 24,229 $ ( 61 ) $ 116,362 Net income 1,301 1,301 Other comprehensive income - translation adjustments 8 8 Stock-based compensation 2,235 2,235 Restricted stock issued 932 9 ( 9 ) — Performance-Based Restricted Stock Units eligible to vest 1,773 17 ( 17 ) — Restricted stock forfeited or withheld to satisfy tax obligations ( 82 ) ( 1 ) 1 417 ( 2,309 ) ( 2,309 ) Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 93 ) ( 1 ) 1 356 ( 1,893 ) ( 1,893 ) Purchase of treasury stock under stock repurchase plan 1,302 ( 7,499 ) ( 7,499 ) Balance at March 31, 2022 — $ — 76,114 $ 762 $ 244,065 26,903 $ ( 162,099 ) $ 25,530 $ ( 53 ) $ 108,205 See accompanying notes to the condensed consolidated financial statements. 5 Table of Contents DHI GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) Three Months Ended March 31, 2023 2022 Cash flows from (used in) operating activities: Net income $ 460 $ 1,301 Adjustments to reconcile net income to net cash flows from (used in) operating activities: Depreciation 4,173 3,958 Deferred income taxes ( 848 ) ( 1,823 ) Amortization of deferred financing costs 36 37 Stock-based compensation 2,887 2,235 Income from equity method investment ( 171 ) ( 155 ) Change in accrual for unrecognized tax benefits 60 93 Changes in operating assets and liabilities: Accounts receivable ( 4,153 ) ( 3,820 ) Prepaid expenses and other assets 279 386 Capitalized contract costs 683 ( 483 ) Accounts payable and accrued expenses ( 11,382 ) ( 3,941 ) Income taxes receivable/payable 247 954 Deferred revenue 7,981 10,640 Other, net ( 241 ) ( 164 ) Net cash flows from operating activities 11 9,218 Cash flows used in investing activities: Purchases of fixed assets ( 4,833 ) ( 4,091 ) Net cash flows used in investing activities ( 4,833 ) ( 4,091 ) Cash flows from (used in) financing activities: Payments on long-term debt ( 3,000 ) ( 4,000 ) Proceeds from long-term debt 19,000 14,000 Payments under stock repurchase plan ( 3,521 ) ( 7,499 ) Purchase of treasury stock related to vested restricted and performance stock units ( 5,295 ) ( 4,202 ) Net cash flows from (used in) financing activities 7,184 ( 1,701 ) Net change in cash for the period 2,362 3,426 Cash, beginning of period 3,006 1,540 Cash, end of period $ 5,368 $ 4,966 See accompanying notes to the condensed consolidated financial statements. 6 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of DHI Group, Inc. (“DHI” or the “Company” or "we" or "us") have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and disclosures normally included in annual audited consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been omitted and condensed pursuant to such rules and regulations. In the opinion of the Company’s management, all adjustments (consisting of only normal and recurring accruals) have been made to present fairly the financial position, results of operations and cash flows of the Company for the periods presented. Although the Company believes that the disclosures are adequate to make the information presented not misleading, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report on Form 10-K”). Operating results for the three-month period ended March 31, 2023 are not necessarily indicative of the results to be achieved for the full year. Preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the period. Management believes the most complex and sensitive judgments, because of their significance to the condensed consolidated financial statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. Actual results could differ materially from management’s estimates reported in the condensed consolidated financial statements and footnotes thereto. There have been no significant changes in the Company’s assumptions regarding critical accounting estimates during the three-month period ended March 31, 2023. The Company allocates resources and assesses financial performance on a consolidated basis, as all services pertain to the Company's Tech-focused strategy. As a result, t he Company has a single reportable segment, Tech-focused, which includes the Dice and ClearanceJobs brands, as well as corporate related costs. All operations are in the United States and the Company no longer has revenues and long-lived assets, which includes fixed assets and lease right of use assets, outside of the United States. 2. NEW ACCOUNTING STANDARDS In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . ASU 2016-13 changes how entities will account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current "incurred loss" model with an "expected loss" model that requires consideration of a broader range of information to estimate expected credit losses over the lifetime of a financial asset. ASU 2016-13 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2022 for Smaller Reporting Companies. On January 1, 2023, under the modified retrospective method as required by the standard, the Company recorded a cumulative-effect adjustment of $ 0.3 million to increase accumulated earnings and reduce the allowance for doubtful accounts. Prior period amounts were not adjusted, and will continue to be reported under the accounting standards in effect for the period presented. 3. FAIR VALUE MEASUREMENTS The FASB ASC topic on Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value and requires certain disclosures for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. As a basis for considering assumptions, a three-tier fair value hierarchy is used, which prioritizes the inputs used in measuring fair value as follows: • Level 1 – Quoted prices for identical instruments in active markets. • Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets. • Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. 7 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The carrying amounts reported in the condensed consolidated balance sheets for cash, accounts receivable, other assets, accounts payable and accrued expenses and long-term debt approximate their fair values. Investments, non-current that were carried at fair value, prior to the conversion to preferred shares as described in Note 6, 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 2022 period prior to the conversion. The estimated fair value of long-term debt is based on Level 2 inputs. Certain assets and liabilities are measured at fair value on a non-recurring basis as they are subject to fair value adjustments in certain circumstances, for example, when there is evidence of impairment. Such instruments are not measured at fair value on an ongoing basis. These assets include equity investments, operating lease right-of-use assets, and goodwill and intangible assets which resulted from prior acquisitions. Items valued using such internally generated valuation techniques are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be some significant inputs that are readily observable. 4. 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 which we expect to receive in exchange for those goods or services. Revenue is recognized net of customer discounts ratably over the service period. Customer billings delivered in advance of services being rendered are recorded as deferred revenue and recognized over the service period. The Company generates revenue from recruitment packages, advertising, classifieds, and virtual and live career fair and recruitment event booth rentals. Disaggregation of revenue Our brands primarily serve the technology and security cleared professions. The following table provides information about disaggregated revenue by brand and includes a reconciliation of the disaggregated revenue (in thousands): Three Months Ended March 31, 2023 2022 Dice (1) $ 26,910 $ 24,634 ClearanceJobs 11,710 9,700 Total $ 38,620 $ 34,334 (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 March 31, 2023 As of December 31, 2022 Receivables $ 24,980 $ 20,494 Short-term contract liabilities (deferred revenue) 58,079 50,121 Long-term contract liabilities (deferred revenue) 765 743 We receive payments from customers based upon contractual billing schedules; accounts receivable are recorded when customers are invoiced per the contractual billings schedules. As the Company's standard payment terms are less than one year, the Company elected the practical expedient, where applicable. As a result, the Company does not consider the effects of a significant financing component. Contract liabilities include customer billings delivered in advance of performance under the contract, and associated revenue is realized when services are rendered under the contract. Receivables increase due to customer billings and decrease by cash collected from customers. Contract liabilities increase due to customer billings and are decreased as performance obligations are satisfied under the contracts. 8 Table of Contents 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 March 31, 2023 March 31, 2022 Revenue recognized in the period from: Amounts included in the contract liability at the beginning of the period $ 22,987 $ 20,940 The following table includes estimated deferred revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period (in thousands): Remainder of 2023 2024 2025 2026 Total Tech-focused $ 54,750 $ 3,980 $ 111 $ 3 $ 58,844 Credit Losses The Company is exposed to credit losses through the inability of its customers to make required payments on accounts receivable. The Company segments accounts receivable based on credit risk characteristics and estimates future losses for each segment based on historical trends and current market conditions, as applicable. Expected losses on accounts receivable are recorded as allowance for doubtful accounts in the condensed consolidated balance sheets and as an expense in the condensed consolidated statement of operations. The portion of accounts receivable that is reflected as deferred revenue in the condensed consolidated balance sheets is not considered at risk for credit losses. If the financial condition of DHI’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. 5. LEASES The Company has operating leases for corporate office space and certain equipment. The leases have original terms from one year to eight years , some of which include options to renew the lease, and are included in the lease term when it is reasonably certain that the Company will exercise the option. No leases include options to purchase the leased property. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We do not have any lease agreements with related parties. The components of lease cost were as follows (in thousands): For the Three Months Ended March 31, 2023 2022 Operating lease cost (1) $ 603 $ 509 Sublease income ( 130 ) ( 123 ) Total lease cost $ 473 $ 386 (1) Includes short-term lease costs and variable lease costs, which are immaterial. Supplemental cash flow information related to leases was as follows (in thousands): For the Three Months Ended March 31, 2023 2022 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 686 $ 674 9 Table of Contents 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): March 31, 2023 December 31, 2022 Operating lease right-of-use-assets $ 6,088 $ 6,581 Operating lease liabilities - current 2,079 2,231 Less: tenant improvement allowance ( 2,079 ) ( 2,126 ) Operating lease liabilities - current (as reported) — 105 Operating lease liabilities - non-current (as reported) 8,007 8,428 Total operating lease liabilities $ 8,007 $ 8,533 Weighted Average Remaining Lease Term (in years) Operating leases 6.0 5.8 Weighted Average Discount Rate Operating leases 4.4 % 4.4 % 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 months ended March 31, 2023 and 2022. As of March 31, 2023, future operating lease payments were as follows (in thousands): Operating Leases April 1, 2023 through December 31, 2023 $ 1,765 2024 2,316 2025 2,421 2026 1,476 2027 578 2028 and thereafter 3,316 Total lease payments $ 11,872 Less: imputed interest 1,786 Less: tenant improvement allowance 2,079 Total $ 8,007 As of March 31, 2023 the Company has no additional operating or finance leases that have not yet commenced. 6. INVESTMENTS Investments, Non-current, at Fair Value 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 earned interest at 6.00 % and matured 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. Upon a Qualified Financing, the Company would convert its investment into shares of preferred stock at 80 % of the per share value in the Qualified Financing. Prior to the Qualified Financing, the investment was recorded at $ 3.0 million and as a trading security at fair value with realized and unrealized gains and losses included in earnings. 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. The Company's preferred shares are substantially 10 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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. Therefore, the Company's shares in the business were recorded at fair value based on the price per share realized in the Qualified Financing. Subsequent to the Qualified Financing, the Company valued the investment at $ 0.7 million, and it is recorded as an investment in the condensed consolidated balance sheet as of March 31, 2023. The Company recognized an impairment loss during the three months ended September 30, 2022 of $ 2.3 million. No impairment was recognized during the three months ended March 31, 2023 and 2022. During the first quarter of 2023, the majority investor purchased additional shares of the business as was contemplated in, and at the same price as, in the Qualified Financing. As a result, the Company's ownership, on a fully-diluted basis, on March 31, 2023 was reduced to 4.1 %. The Company has elected the measurement alternative in accordance with FASB ASC 321, Investments – Equity Securities. As of March 31, 2023, 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. Accordingly, the investment was carried at the value realized in the Qualified Financing as of March 31, 2023, as described above. Investments, Non-current Rigzone is a website dedicated to delivering online content, data, and career services in the oil and gas industry in North America, Europe, the Middle East, and Asia Pacific. Oil and gas companies, as well as companies that serve the energy industry, use Rigzone to find talent for roles such as petroleum engineers, sales professionals with energy industry expertise and skilled tradesmen. On August 31, 2018, the Company transferred a majority ownership and control of the Rigzone business to Rigzone management, while retaining a 40 % common share interest, with zero proceeds received from the transfer. During the second quarter of 2022, the Company sold its 40 % interest in Rigzone to Rigzone management for $ 0.3 million. At the time of the sale, the recorded value of the investment was zero. Accordingly, the Company recognized a $ 0.3 million gain on sale, which was included in gain (loss) on investment on the condensed consolidated statements of operations. 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. The Company incurred approximately $ 0.1 million in selling costs and recognized a $ 30.2 million loss on the transfer in the second quarter of 2021, which included a $ 28.1 million charge related to accumulated foreign currency loss that was previously a reduction to equity. eFC is a financial services careers website, operating websites in multiple markets in four languages mainly across the United Kingdom, Continental Europe, Asia, the Middle East and North America. Professionals from across many sectors of the financial services industry, including asset management, risk management, investment banking, and information technology, use eFC to advance their careers. The Company has evaluated the 40 % common share interest in the eFC business and has determined the investment meets the definition and criteria of a variable interest entity ("VIE"). The Company evaluated the VIE and determined that the Company does not have a controlling financial interest in the VIE, as the Company does not have the power to direct the activities of the VIE that most significantly impact the VIE's economic performance. The common share interest is being accounted for under the equity method of accounting as the Company has the ability to exercise significant influence over eFC. The investment was recorded at its fair value on June 30, 2021, the date of transfer, which was $ 3.6 million. 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 . Accordingly, the Company recorded amortization of less than $ 0.1 million for the three months ended March 31, 2023. There was no amortization recorded during the three months ended March 31, 2022 because it was not material. 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. For each of the three-month periods ended March 31, 2023 and 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. During 2018, the skills assessment company completed an additional equity offering, lowering DHI's total interest to 7.6 %. 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. The investment is recorded at zero as of March 31, 2023 and December 31, 2022. 11 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 7. ACQUIRED INTANGIBLE ASSETS, NET Considering the recognition of the Dice brand, its long history, awareness in the talent acquisition and staffing services market, and the intended use, the remaining useful life of the Dice.com trademarks and brand name was determined to be indefinite. We determine whether the carrying value of recorded indefinite-lived acquired intangible assets is impaired on an annual basis or more frequently if indicators of potential impairment exist. The 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. As of March 31, 2023 and December 31, 2022, 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, 2023 and 2022. The projections utilized in the October 1, 2022 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, general market conditions, 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 October 1, 2022 analysis included operating margins during the year ending December 31, 2022 that approximate operating margins for the year ended December 31, 2021 and then increasing modestly. If future cash flows that are attributable to the Dice trademarks and brand name are not achieved, the Company could realize an impairment in a future period. The Company's operating results attributable to the Dice trademarks and brand name through March 31, 2023 and projections of future results approximate those included in the projections utilized in the October 1, 2022 analysis. In the October 1, 2022 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 licensing agreements and the profitability attributable to the Dice trademarks and brand name and a discount rate of 12.0 %. The determination of whether or not indefinite-lived acquired intangible assets have become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of the indefinite-lived acquired intangible assets. Fair values are determined using a profit allocation methodology which estimates the value of the trademarks and brand name by capitalizing the profits saved because the company owns the asset. We consider factors such as historical performance, anticipated market conditions, operating expense trends and capital expenditure requirements. Changes in our strategy 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. 8 . GOODWILL Goodwill as of March 31, 2023 and December 31, 2022, which was allocated to the Tech-focused reporting unit, was $ 128.1 million. 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, 2022. Results for the Tech-focused reporting unit for the first quarter of 2023 and estimated future results as of March 31, 2023 approximate the projections used in the October 1, 2022 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, 2023. Therefore, no quantitative impairment test was performed as of March 31, 2023. There were no changes to goodwill and no impairments were recorded during the three months ended March 31, 2023 and 2022. The projections utilized in the October 1, 2022 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, general market conditions, 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 October 1, 2022 analysis included operating margins during the year ending December 31, 2022 that approximate operating margins for the year ended December 31, 2021 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. 12 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The discount rate applied for the Tech-focused reporting unit in the October 1, 2022 analysis was 11.0 %. 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 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. 9. INDEBTEDNESS Credit Agreement —In June 2022, the Company, together with Dice Inc. (a wholly-owned subsidiary of the Company) and its wholly-owned subsidiary, Dice Career Solutions, Inc. (collectively, the “Borrowers”), entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”), which matures in June 2027 and replaces the Company's Old Credit Agreement (defined below). The Credit Agreement provides for a revolving loan facility of $ 100 million ($ 90 million under the Old Credit Agreement), with an expansion option of $ 50 million, bringing the total facility to $ 150 million, as permitted under the terms of the Credit Agreement. 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. 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. 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. The margin ranges from 2.00 % to 2.75 % on SOFR and SONIA loans and 1.00 % to 1.75 % on base rate loans, determined by the Company’s most recent consolidated leverage ratio, plus an additional spread of 0.10 %. 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. There were no borrowings in pounds sterling as of March 31, 2023 and December 31, 2022. The facility may be prepaid at any time without penalty. The Credit Agreement contains various customary affirmative and negative covenants and also contains certain financial covenants, including a consolidated leverage ratio and a consolidated interest coverage ratio. Borrowings are allowed under the Credit Agreement to the extent the consolidated leverage ratio is equal to or less than 2.50 to 1.00 , subject to the terms of the Credit Agreement. Negative covenants include restrictions on incurring certain liens; making certain payments, such as stock repurchases and dividend payments; making certain investments; making certain acquisitions; making certain dispositions; and incurring additional indebtedness. Restricted payments are allowed under the Credit Agreement to the extent the consolidated leverage ratio, calculated on a pro forma basis, is equal to or less than 2.00 to 1.00 , plus an additional $ 7.5 million of restricted payments each fiscal year, as described in the Credit Agreement. 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 March 31, 2023, 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. Previous Credit Agreement - The Borrowers previously maintained a Second Amended and Restated Credit Agreement (the "Old Credit Agreement"), which was scheduled to mature in November 2023. 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. 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. The Company incurred a commitment fee ranging from 0.30 % to 0.45 % on any unused capacity under the revolving loan facility, determined by the Company’s most recent consolidated leverage ratio. The was no penalty for prepayment of the Old Credit Agreement. 13 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The amounts borrowed as of March 31, 2023 and December 31, 2022 are as follows (dollars in thousands): March 31, 2023 December 31, 2022 Long-term debt under revolving credit facility (1) $ 46,000 $ 30,000 Available to be borrowed under revolving facility (2) $ 54,000 $ 70,000 Interest rates: SOFR rate loans: Interest margin (3) 2.10 % 2.35 % Actual interest rates (4) 6.90 % 6.67 % Commitment fee 0.35 % 0.40 % (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. Accumulated amortization as of March 31, 2023 was $ 0.1 million. (2) The amount available to be borrowed is subject to certain limitations, such as a consolidated leverage ratio, as defined in the credit agreement. (3) Includes additional spread of 0.10 %. (4) Computed as the weighted average interest rate on all borrowings. There are no scheduled principal payments until maturity of the Credit Agreement in June 2027. 10 . COMMITMENTS AND CONTINGENCIES Litigation The Company is subject to various claims from taxing authorities, lawsuits and other complaints arising in the ordinary course of business. The Company records provisions for losses when claims become probable and the amounts are reasonably estimable. Although the outcome of these legal matters, except as described below and recorded in the condensed consolidated financial statements, cannot be determined, it is the opinion of management that the final resolution of these matters will not have a material effect on the Company’s financial condition, operations or liquidity. Tax Contingencies The Company operates in a number of tax jurisdictions and is routinely subject to examinations by various tax authorities with respect to income taxes and indirect taxes. The determination of the Company’s liability for taxes requires judgment and estimation. The Company has reserved for potential examination adjustments to our provision for income taxes and accrual of indirect taxes in amounts which the Company believes are reasonable. 11. EQUITY TRANSACTIONS Stock Repurchase Plans —The Company's Board of Directors ("Board") approved a stock repurchase program that permits the Company to repurchase its common stock. Management has discretion in determining the conditions under which shares may be purchased from time to time. The number, price, structure, and timing of the repurchases, if any, will be at our sole discretion and future repurchases will be evaluated by us depending on market conditions, liquidity needs, restrictions under the agreements governing our indebtedness, and other factors. Share repurchases may be made in the open market or in privately negotiated transactions. The repurchase authorization does not oblige us to acquire any particular amount of our common stock. The Board may suspend, modify, or terminate the repurchase program at any time without prior notice. The following table summarizes the stock repurchase plans approved by the Board: 14 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS February 2021 to June 2022 (1) February 2022 to February 2023 (2) February 2023 to February 2024 (3) Approval Date February 2021 February 2022 February 2023 Authorized Repurchase Amount of Common Stock $ 20 million $ 15 million $ 10 million (1) 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. 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. (2) During February 2023, the stock repurchase program approved in February 2022 expired with a total of 2.6 million shares purchased for $ 14.7 million. (3) On February 9, 2023, the Company announced that its Board approved a new stock repurchase program that permits the purchase of up to $ 10.0 million of the Company's common stock through February 2024. As of March 31, 2023 the value of shares that may yet be purchased under the current plan was $ 8.2 million. Purchases of the Company's common stock pursuant to the stock repurchase plans were as follows: Three Months Ended March 31, 2023 2022 Shares repurchased 742,536 1,302,226 Average purchase price per share (1) $ 4.76 $ 5.78 Dollar value of shares repurchased (in thousands) (1) $ 3,536 $ 7,525 (1) Average price paid per share and dollar value of shares repurchased include costs associated with the repurchases. There were 10,084 and 20,665 unsettled share repurchases as of March 31, 2023 and 2022, respectively. Stock Repurchases Pursuant to the 2022 Omnibus Equity Award Plan —Under the 2022 Omnibus Equity Award Plan, as further described in note 12 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 2022 Omnibus Equity Award Plan were as follows: Three Months Ended March 31, 2023 2022 Shares repurchased upon restricted stock/PSU vesting 898,890 773,048 Average purchase price per share $ 5.89 $ 5.44 Dollar value of shares repurchased upon restricted stock/PSU vesting (in thousands) $ 5,295 $ 4,202 No shares of the Company's common stock were purchased other than through the stock repurchase plans and the 2022 Omnibus Equity Award Plan, as described above. 12. STOCK-BASED COMPENSATION On July 13, 2022, the stockholders of the Company approved the DHI Group, Inc. 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"). 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"). On April 26, 2023, the stockholders of the Company approved the DHI Group, Inc. 2022 Omnibus Equity Award Plan, as Amended and Restated, which had been previously approved by the Company’s Board of Directors on March 16, 2023. The 2022 Omnibus Equity Award Plan was amended and restated to, among other things, increase the number of shares of common stock authorized for issuance as equity awards under the plan by 2.9 million shares. The Company has previously granted restricted stock and PSUs to certain employees and directors pursuant to the 2012 Omnibus Equity Award Plan and the 2022 Omnibus Equity Award Plan 15 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS and will continue to grant restricted stock and PSUs to certain employees and directors pursuant to the 2022 Omnibus Equity Award Plan, as Amended and Restated. The Company also offers an Employee Stock Purchase Plan. The Company recorded total stock-based compensation expense of $ 2.9 million and $ 2.2 million during the three months ended March 31, 2023 and 2022, respectively. At March 31, 2023, there was $ 20.8 million of unrecognized compensation expense related to unvested awards, which is expected to be recognized over a weighted-average period of approximately 1.6 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. These shares are part of the compensation plan for services provided by the employees or Board members. The closing price of the Company’s stock on the date of grant is used to determine the fair value of the grants. The expense related to restricted stock grants is recorded over the vesting period as described below. There was no cash flow impact resulting from the grants. 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 March 31, 2023 and 2022 and the changes during the periods then ended is presented below: Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date Non-vested at beginning of the period 2,639,286 $ 3.96 3,371,832 $ 2.80 Granted 1,107,000 $ 5.86 932,500 $ 5.17 Forfeited ( 4,000 ) $ 5.14 ( 81,714 ) $ 2.90 Vested ( 962,178 ) $ 3.48 ( 1,098,127 ) $ 2.48 Non-vested at end of period 2,780,108 $ 4.88 3,124,491 $ 3.62 Expected to vest 2,780,108 $ 4.88 3,124,491 $ 3.62 PSUs —PSUs are granted to employees of the Company and its subsidiaries. These shares are granted under compensation agreements that are for services provided by the employees. 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 applicable award 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. There was no cash flow impact resulting from the grants. 16 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS A summary of the status of PSUs as of March 31, 2023 and 2022 and the changes during the periods then ended is presented below: Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date Non-vested at beginning of the period 2,086,932 $ 3.48 1,593,775 $ 2.62 Granted (1) 1,357,587 $ 5.62 1,553,332 $ 3.77 Forfeited — $ — ( 93,341 ) $ 2.40 Vested ( 1,236,074 ) $ 3.51 ( 928,717 ) $ 2.61 Non-vested at end of period 2,208,445 $ 4.77 2,125,049 $ 3.48 Expected to vest 2,208,445 $ 4.77 2,125,049 $ 3.48 (1) PSUs granted in the first quarter of 2023 includes 587,587 additional PSUs related to the bookings achievement for the performance period ended December 31, 2022. PSUs granted in the first quarter of 2022 includes 853,332 additional PSUs related to the bookings achievement for the performance period ended December 31, 2021. 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. No shares were issued during the three months ended March 31, 2023 and 2022. 13. EARNINGS PER SHARE 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. 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 March 31, 2023 2022 Net income $ 460 $ 1,301 Weighted-average shares outstanding—basic 43,886 44,702 Add shares issuable from stock-based awards 1,354 2,468 Weighted-average shares outstanding—diluted 45,240 47,170 Basic earnings per share $ 0.01 $ 0.03 Diluted earnings per share $ 0.01 $ 0.03 Shares excluded from the calculation of diluted earnings per share 1 2,638 1,307 (1) Represents outstanding stock-based awards that were anti-dilutive and excluded from the calculation of diluted earnings per share. 14. INCOME TAXES The Company’s effective tax rate was 952 % and ( 142 )% for the three months ended March 31, 2023 and 2022, respectively. The effective tax rate differed from the U.S. statutory rate due to tax benefits of $ 0.5 million and $ 0.8 million from the vesting of share-based compensation awards during the three months ended March 31, 2023 and 2022, respectively. 17 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS