What changed in this filing

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Item 1. Financial Statements

2023-08-02 compared with 2023-05-10 · 172 added, 109 removed, 425 unchanged (40% of the section changed)

8 unchanged sentences

18,990 20,494

Income taxes receivable 1,197 —

Prepaid and other current assets 3,597 4,294

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(in thousands, except per share amounts)

Three Months Ended March 31,

Revenues $ 38,620 $ 34,334

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 2023 2022

Revenue $ 38,538 $ 37,057 $ 77,158 $ 71,391

Operating expenses:

Cost of revenues 4,912 4,099

Cost of revenue 4,956 4,181 9,868 8,280

Product development 4,158 4,360 8,852 8,302

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Depreciation 4,162 4,228 8,335 8,186

Restructuring 2,115 — 2,115 —

Total operating expenses 38,567 36,152 76,614 69,858

Operating income 573 628

Operating income (loss) ( 29 ) 905 544 1,533

Income from equity method investment 104 361 275 516

Gain on investment — 320 — 320

Interest expense and other ( 879 ) ( 298 ) ( 1,677 ) ( 543 )

1 unchanged sentence

Income tax benefit ( 677 ) ( 162 ) ( 1,191 ) ( 925 )

Net income $ 460 $ 1,301

Basic earnings per share $ 0.01 $ 0.03

Diluted earnings per share $ 0.01 $ 0.03

Net income (loss) $ ( 127 ) $ 1,450 $ 333 $ 2,751

Basic earnings (loss) per share $ — $ 0.03 $ 0.01 $ 0.06

Diluted earnings (loss) per share $ — $ 0.03 $ 0.01 $ 0.06

Weighted-average basic shares outstanding 43,460 44,682 43,672 44,692

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(in thousands)

Three Months Ended March 31,

Net income $ 460 $ 1,301

Other comprehensive income:

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 2023 2022

Net income (loss) $ ( 127 ) $ 1,450 $ 333 $ 2,751

Other comprehensive income (loss):

Foreign currency translation adjustment 6 ( 58 ) 156 ( 50 )

Total other comprehensive income 150 8

Comprehensive income $ 610 $ 1,309

Total other comprehensive income (loss) 6 ( 58 ) 156 ( 50 )

Comprehensive income (loss) $ ( 121 ) $ 1,392 $ 489 $ 2,701

See accompanying notes to the condensed consolidated financial statements.

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Balance at March 31, 2023 — $ — 78,833 $ 790 $ 254,495 30,716 $ ( 182,899 ) $ 29,197 $ ( 331 ) $ 101,252

Net loss ( 127 ) ( 127 )

Other comprehensive income - translation adjustments 6 6

Stock-based compensation 2,667 2,667

Restricted stock issued 176 2 ( 2 ) —

Restricted stock forfeited or withheld to satisfy tax obligations ( 183 ) ( 2 ) 2 26 ( 95 ) ( 95 )

Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 110 ) ( 1 ) 1 — — —

Purchase of treasury stock under stock repurchase plan 919 ( 3,375 ) ( 3,375 )

Issuance of common stock upon ESPP purchase 45 — 148 148

Balance at June 30, 2023 — $ — 78,761 $ 789 $ 257,311 31,661 $ ( 186,369 ) $ 29,070 $ ( 325 ) $ 100,476

Preferred Stock Common Stock Additional

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

Net income 1,450 1,450

Other comprehensive loss - translation adjustments ( 58 ) ( 58 )

Stock-based compensation 2,456 2,456

Restricted stock forfeited or withheld to satisfy tax obligations ( 26 ) ( 1 ) — 59 ( 348 ) ( 349 )

Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations — — — 5 ( 22 ) ( 22 )

Purchase of treasury stock under stock repurchase plan 625 ( 3,701 ) ( 3,701 )

Issuance of common stock upon ESPP purchase 29 — 124 124

Balance at June 30, 2022 — $ — 76,117 $ 761 $ 246,645 27,592 $ ( 166,170 ) $ 26,980 $ ( 111 ) $ 108,105

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from (used in) operating activities:

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Income from equity method investment ( 275 ) ( 516 )

Gain on investment — ( 320 )

Change in accrual for unrecognized tax benefits 303 194

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Net cash flows from operating activities 8,077 19,448

Cash flows used in investing activities:

Cash flows from (used in) investing activities:

Cash received from sale of investment — 320

Purchases of fixed assets ( 9,221 ) ( 8,530 )

3 unchanged sentences

Proceeds from long-term debt 25,000 15,000

Financing costs paid — ( 515 )

Payments under stock repurchase plan ( 6,896 ) ( 11,200 )

Purchase of treasury stock related to vested restricted and performance stock units ( 5,390 ) ( 4,572 )

Proceeds from issuance of common stock through ESPP 148 124

Net cash flows from (used in) financing activities 862 ( 9,163 )

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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").

(“DHI” or the “Company” or "we," "our" 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.

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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.

Operating results for the three and six-month periods ended June 30, 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.

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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.

There have been no significant changes in the Company’s assumptions regarding critical accounting estimates during the six-month period ended June 30, 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.

All operations are in the United States.

NEW ACCOUNTING STANDARDS

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• Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The carrying amounts reported in the condensed consolidated balance sheets for cash, accounts receivable, other assets, accounts payable and accrued expenses and long-term debt approximate their fair values.

Investments, non-current that were

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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 2022 period prior to the conversion.

The estimated fair value of long-term debt is based on Level 2 inputs.

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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,

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 2023 2022

$ 26,272 $ 26,823 $ 53,182 $ 51,457

ClearanceJobs 12,266 10,234 23,976 19,934

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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

As of June 30, 2023 As of December 31, 2022

Receivables $ 18,990 $ 20,494

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

The Company recognized the following revenue as a result of changes in the contract liability balances in the respective periods (in thousands):

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

Three Months Ended Six Months Ended

June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022

Revenue recognized in the period from:

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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.

RESTRUCTURING

In May 2023, the Company announced an organizational restructuring intended to streamline its operations, drive business objectives, reduce operating expenses and improve operating margins.

The restructuring included a reduction of the Company’s then-current workforce by approximately 10 %.

As a result of the restructuring, the Company recognized a charge of $ 2.1 million in the second quarter of 2023 consisting of $ 1.8 million of employee severance costs, of which $ 0.5 million was paid during the second quarter of 2023, and $ 0.3 million of stock-based compensation related to the acceleration of restricted stock and performance-based restricted stock units.

The Company has operating leases for corporate office space and certain equipment.

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

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2023 2022 2023 2022

Operating lease cost (1)

$ 575 $ 535 $ 1,178 $ 1,081

Sublease income ( 169 ) ( 127 ) ( 299 ) ( 250 )

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(1) Includes short-term lease costs and variable lease costs, which are immaterial.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Cash paid for amounts included in measurement of lease liabilities:

Operating cash flows from operating leases $ 1,329 $ 703

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

June 30, 2023 December 31, 2022

Operating lease right-of-use-assets $ 5,592 $ 6,581

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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):

No impairment was recorded during the three and six month periods ended June 30, 2023 and 2022.

As of June 30, 2023, future operating lease payments were as follows (in thousands):

Operating Leases

April 1, 2023 through December 31, 2023 $ 1,765

July 1, 2023 through December 31, 2023 $ 1,122

2028 and thereafter 3,316

3 unchanged sentences

Total $ 7,503

As of March 31, 2023 the Company has no additional operating or finance leases that have not yet commenced.

As of June 30, 2023 the Company has no additional operating or finance leases that have not yet commenced.

Investments, Non-current, at Fair Value

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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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

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.

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.

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.

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 June 30, 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.

No impairment was recognized during the three and six months ended June 30, 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 %.

As a result, the Company's ownership, on a fully-diluted basis, on June 30, 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.

As of June 30, 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 June 30, 2023, as described above.

Investments, Non-current

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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.

Accordingly, the Company recognized a $ 0.3 million gain on sale, which was included in gain 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.

eFinancialCareers ("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.

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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.

Accordingly, the Company recorded amortization of $ 0.1 million for the three and six month periods ended June 30, 2023.

There was no amortization recorded during the three and six month periods ended June 30, 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.

The Company recorded income related to its proportionate share of eFC's net income, net of currency translation adjustments and

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

amortization of the basis difference, of $ 0.1 million and $ 0.3 million for the three and six month periods ended June 30, 2023, respectively, and recorded $ 0.4 million and $ 0.5 million for the three and six month periods ended June 30, 2022, respectively.

At June 30, 2023, the Company held preferred stock representing a 7.6 % interest in the fully diluted shares of a tech skills assessment company.

The investment is recorded at zero as of June 30, 2023 and December 31, 2022.

The Company recorded no gain or loss related to the investment during the three and six month periods ended June 30, 2023 and 2022.

ACQUIRED INTANGIBLE ASSETS, NET

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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.

As of June 30, 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 and six month periods ended June 30, 2023 and 2022.

The projections utilized in the October 1, 2022 analysis (the "October 1, 2022 analysis") included increasing revenue 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.

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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 %.

During the second quarter of 2023, the Company's revenue attributable to the Dice trademarks and brand name fell below the October 1, 2022 analysis and the revenue is expected to continue to be lower than that set forth in the October 1, 2022 analysis into the first half of 2024 and then to approximate the October 1, 2022 analysis thereafter.

Operating margin attributable to the Dice trademarks and brand name, however, was higher than the operating margin in the October 1, 2022 analysis and is expected to be higher through 2024 then approximate the October 1, 2022 analysis thereafter.

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 operating margin 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.

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If projections are not achieved, the Company could realize an impairment in the foreseeable future.

Goodwill as of March 31, 2023 and December 31, 2022, which was allocated to the Tech-focused reporting unit, was $ 128.1 million.

Goodwill as of June 30, 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.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The projections utilized in the October 1, 2022 analysis included increasing revenue at rates approximating industry growth projections.

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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.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the second quarter of 2023, the Company's revenue attributable to the Tech-focused reporting unit fell below the October 1, 2022 analysis and the revenue is expected to continue to be lower than that set forth in the October 1, 2022 analysis into the first half of 2024 and then to approximate the October 1, 2022 analysis thereafter.

Operating margin attributable to the Tech-focused reporting unit, however, was higher than the operating margin in the October 1, 2022 analysis and is expected to be higher through 2024 and then approximate the October 1, 2022 analysis thereafter.

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, 2023.

Therefore, no quantitative impairment test was performed as of June 30, 2023.

There were no changes to goodwill and no impairments were recorded during the three and six month periods ended June 30, 2023 and 2022.

The discount rate applied for the Tech-focused reporting unit in the October 1, 2022 analysis was 11.0 %.

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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.

Borrowings in U.S.

dollars as of June 30, 2023 and December 31, 2022 were $ 43 million and $ 30 million, respectively.

There were no borrowings in pounds sterling as of June 30, 2023 and December 31, 2022.

The facility may be prepaid at any time without penalty.

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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 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,

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

change of control, or insolvency.

As of June 30, 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.

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The was no penalty for prepayment of the Old Credit Agreement.

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):

The amounts borrowed as of June 30, 2023 and December 31, 2022 are as follows (dollars in thousands):

2023 December 31,

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(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.

Accumulated amortization as of June 30, 2023 was $ 0.2 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.

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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 determination of the Company’s liability for taxes requires judgment and

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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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

February 2021 to June 2022 (1)

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(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.

As of June 30, 2023 the value of shares that may yet be purchased under the current plan was $ 4.8 million.

Purchases of the Company's common stock pursuant to the stock repurchase plans were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 2023 2022

Shares repurchased 918,742 625,069 1,661,278 1,927,295

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(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”).

There were 24,758 unsettled share repurchases as of June 30, 2022 and none as of June 30, 2023.

Stock Repurchases Pursuant to the 2022 Omnibus Equity Award Plan, as Amended and Restated —Under the 2022 Omnibus Equity Award Plan, as Amended and Restated, and 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 2022 Omnibus Equity Award Plan were as follows:

Three Months Ended March 31,

Purchases of the Company’s common stock pursuant to the 2022 Omnibus Equity Award Plan, as Amended and Restated, were as follows:

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 2023 2022

Shares repurchased upon restricted stock/PSU vesting 26,261 64,381 925,151 837,429

1 unchanged sentence

Dollar value of shares repurchased upon restricted stock/PSU vesting (in thousands) $ 95 $ 370 $ 5,390 $ 4,572

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.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 Amended and Restated, as described above.

STOCK-BASED COMPENSATION

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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.

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, as Amended and Restated").

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

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 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 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.

The Company recorded total stock-based compensation expense of $ 2.7 million and $ 5.6 million during the three and six month periods ended June 30, 2023, respectively, and $ 2.5 million and $ 4.7 million during the three and six month periods ended June 30, 2022, respectively.

At June 30, 2023, there was $ 16.4 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.

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.

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

A summary of the status of restricted stock awards as of June 30, 2023 and 2022 and the changes during the periods then ended is presented below:

Three Months Ended June 30, 2023 Three Months Ended June 30, 2022

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

5 unchanged sentences

Expected to vest 2,574,925 $ 4.82 2,686,073 $ 3.77

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Six Months Ended June 30, 2023 Six Months Ended June 30, 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 1,282,998 $ 5.56 932,500 $ 5.17

Forfeited ( 186,679 ) $ 4.92 ( 108,716 ) $ 3.18

Vested ( 1,160,680 ) $ 3.66 ( 1,509,543 ) $ 2.52

Non-vested at end of period 2,574,925 $ 4.82 2,686,073 $ 3.77

Expected to vest 2,574,925 $ 4.82 2,686,073 $ 3.77

PSUs —PSUs are granted to employees of the Company and its subsidiaries.

4 unchanged sentences

There was no cash flow impact resulting from the grants.

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

A summary of the status of PSUs as of June 30, 2023 and 2022 and the changes during the periods then ended is presented below:

Three Months Ended June 30, 2023 Three Months Ended June 30, 2022

Shares Weighted- Average Fair Value at

1 unchanged sentence

Non-vested at beginning of the period 2,208,445 $ 4.77 2,125,049 $ 3.48

Forfeited ( 163,018 ) $ 4.77 — $ —

Vested — $ — ( 14,553 ) $ 3.00

Non-vested at end of period 2,045,427 $ 4.78 2,110,496 $ 3.48

Expected to vest 2,045,427 $ 4.78 2,110,496 $ 3.48

Six Months Ended June 30, 2023 Six Months Ended June 30, 2022

Shares Weighted- Average Fair Value at

Grant Date Shares Weighted- Average Fair Value at

Non-vested at beginning of the period 2,086,932 $ 3.48 1,593,775 $ 2.62

1,357,587 $ 5.62 1,553,332 $ 3.77

3 unchanged sentences

Expected to vest 2,045,427 $ 4.78 2,110,496 $ 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.

(1) PSUs granted during the six months ended June 30, 2023 includes 587,587 additional PSUs related to the bookings achievement for the performance period ended December 31, 2022.

PSUs granted during the six months ended June 30, 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 ESPP provides eligible

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

2 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.

No shares were issued during the three months ended March 31, 2023 and 2022.

During each of the three and six month periods ended June 30, 2023, 45,407 shares were issued under the plan.

During each of the three and six month periods ended June 30, 2022, 29,253 shares were issued under the plan.

The Company’s effective tax rate was 84 % and 139 % for the three and six months ended June 30, 2023, respectively, and ( 13 )% and ( 51 )% for the three and six months ended June 30, 2022, respectively.

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

statutory rate:

• Tax benefits of $ 0.4 million during the six months ended June 30, 2023, and $ 0.2 million and $ 1.0 million during the three and six months ended June 30, 2022, respectively, from the vesting of share-based compensation awards.

• Tax benefits of $ 0.4 million during the three and six months ended June 30, 2023, and $ 0.1 million during the three and six months ended June 30, 2022, from research tax credits.

• A tax benefit of $ 0.1 million during the three and six months ended June 30, 2022, from the release of a valuation allowance on the Company's capital loss carryforward.

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):

Three Months Ended March 31,

Net income $ 460 $ 1,301

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 2023 2022

Net income (loss) $ ( 127 ) $ 1,450 $ 333 $ 2,751

Weighted-average shares outstanding—basic 43,460 44,682 43,672 44,692

Add shares issuable from stock-based awards (1)

— 2,279 1,010 2,285

Weighted-average shares outstanding—diluted 43,460 46,961 44,682 46,977

Basic earnings per share $ 0.01 $ 0.03

Diluted earnings per share $ 0.01 $ 0.03

Basic earnings (loss) per share $ — $ 0.03 $ 0.01 $ 0.06

Diluted earnings (loss) per share $ — $ 0.03 $ 0.01 $ 0.06

Shares excluded from the calculation of diluted earnings per share (2)

2,611 — 2,194 936

(1) For the three months ended June 30, 2023, 0.7 million shares, were excluded from the computation of shares contingently issuable upon exercise as we recognized a net loss.

(2) Represents outstanding stock-based awards that were anti-dilutive and excluded from the calculation of diluted earnings per share.

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.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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