What changed in this filing

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Item 1. Financial Statements

2023-11-01 compared with 2023-08-02 · 124 added, 114 removed, 483 unchanged (33% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

September 30,

2023 December 31, 2022

3 unchanged sentences

18,591 20,494

Income taxes receivable 1,197 —

Prepaid and other current assets 4,791 4,294

40 unchanged sentences

(in thousands, except per share amounts)

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

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

2023 2022 2023 2022

8 unchanged sentences

Total operating expenses 35,192 37,309 111,806 107,167

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

Operating income 2,241 1,218 2,785 2,751

Income from equity method investment 153 591 428 1,107

Gain on investment — 320 — 320

Gain on sale of investments 614 — 614 320

Impairment of investment ( 300 ) ( 2,300 ) ( 300 ) ( 2,300 )

Interest expense and other ( 939 ) ( 447 ) ( 2,616 ) ( 990 )

Income (loss) before income taxes 1,769 ( 938 ) 911 888

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

Income tax expense (benefit) 759 ( 12 ) ( 432 ) ( 937 )

Net income (loss) $ 1,010 $ ( 926 ) $ 1,343 $ 1,825

7 unchanged sentences

(in thousands)

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

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

2023 2022 2023 2022

2 unchanged sentences

Foreign currency translation adjustment 55 ( 200 ) 211 ( 250 )

Cumulative translation adjustments reclassified to the Statements of Operations 200 — 200 —

Total other comprehensive income (loss) 255 ( 200 ) 411 ( 250 )

29 unchanged sentences

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

Net income 1,010 1,010

Other comprehensive income - translation adjustments 55 55

Stock-based compensation 2,168 2,168

Restricted stock issued 307 3 ( 3 ) —

Restricted stock forfeited or withheld to satisfy tax obligations ( 289 ) ( 3 ) 3 135 ( 501 ) ( 501 )

Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 210 ) ( 2 ) 2 84 ( 320 ) ( 320 )

Cumulative translation adjustments reclassified to the Statements of Operations 200 200

Balance at September 30, 2023 — $ — 78,569 $ 787 $ 259,481 31,880 $ ( 187,190 ) $ 30,080 $ ( 70 ) $ 103,088

Preferred Stock Common Stock Additional

21 unchanged sentences

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

Net loss ( 926 ) ( 926 )

Other comprehensive loss - translation adjustments ( 200 ) ( 200 )

Stock-based compensation 2,497 2,497

Restricted stock issued 294 3 ( 3 ) —

Restricted stock forfeited or withheld to satisfy tax obligations ( 8 ) — — 88 ( 379 ) ( 379 )

Purchase of treasury stock under stock repurchase plan 720 ( 3,763 ) ( 3,763 )

Balance at September 30, 2022 — $ — 76,403 $ 764 $ 249,139 28,400 $ ( 170,312 ) $ 26,054 $ ( 311 ) $ 105,334

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from (used in) operating activities:

6 unchanged sentences

Income from equity method investment ( 428 ) ( 1,107 )

Gain on investment — ( 320 )

Gain on sale of investments ( 614 ) ( 320 )

Change in accrual for unrecognized tax benefits 388 208

Impairment of investment 300 2,300

Changes in operating assets and liabilities:

8 unchanged sentences

Cash flows from (used in) investing activities:

Cash received from sale of investment — 320

Cash received from sale of investments 4,941 320

Purchases of fixed assets ( 14,988 ) ( 13,393 )

7 unchanged sentences

Proceeds from issuance of common stock through ESPP 148 124

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

Net cash flows used in financing activities ( 2,959 ) ( 13,305 )

Net change in cash for the period 718 2,308

11 unchanged sentences

Although the Company believes that the disclosures are adequate to make the information presented not misleading, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 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 and six-month periods ended June 30, 2023 are not necessarily indicative of the results to be achieved for the full year.

Operating results for the three and nine-month periods ended September 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 six-month period ended June 30, 2023.

There have been no significant changes in the Company’s assumptions regarding critical accounting estimates during the nine-month period ended September 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.

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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 June 30, Six Months Ended June 30,

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

2023 2022 2023 2022

5 unchanged sentences

The following table provides information about opening and closing balances of receivables and contract liabilities from contracts with customers as required under Topic 606 (in thousands):

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

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

Receivables $ 18,591 $ 20,494

8 unchanged sentences

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

Three Months Ended Six Months Ended

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

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

Three Months Ended Nine Months Ended

September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022

Revenue recognized in the period from:

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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.

As a result of the restructuring, the Company recognized a charge of $ 0.3 million and $ 2.4 million, respectively, for the three and nine-month periods ended September 30, 2023 consisting of $ 0.1 million and $ 1.9 million, respectively, of employee severance costs, of which $ 0.9 million and $ 1.4 million, respectively, was paid during the periods, and $ 0.2 million and $ 0.5 million, respectively, of stock-based compensation related to the acceleration of restricted stock and performance-based restricted stock units.

There was no restructuring in 2022.

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.

The leases have original terms from one year to eleven 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.

2 unchanged sentences

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

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

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

2023 2022 2023 2022

7 unchanged sentences

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

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Cash paid for amounts included in measurement of lease liabilities:

1 unchanged sentence

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

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Operating lease right-of-use-assets $ 5,096 $ 6,581

11 unchanged sentences

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

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):

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

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

Operating Leases

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

October 1, 2023 through December 31, 2023 $ 478

2028 and thereafter 3,316

3 unchanged sentences

Total $ 7,966

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

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

5 unchanged sentences

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 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 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 June 30, 2023 was reduced to 4.1 %.

At September 30, 2022, the Company valued the investment at $ 0.7 million, and accordingly, recognized an impairment loss during the three month period ended September 30, 2022 of $ 2.3 million.

During the nine month period ended September 30, 2023, the majority investor purchased additional shares of the business as was contemplated in, and at the same price as, in the Qualified Financing and additional equity based compensation was issued to the investment's management team.

As a result, the majority investor's ownership was reduced to 44.8 % and the Company's ownership was reduced to 4.1 %, both on a fully-diluted basis, as of September 30, 2023.

During the three month period ended September 30, 2023, the investment's financial position deteriorated.

To meet its financial obligations, the investment issued convertible debt (the "Convertible Debt") at a price that indicated the value of the investment had declined.

As such, the Company revalued its investment to $ 0.4 million and accordingly, recognized an impairment loss of $ 0.3 million during the three month period ended September 30, 2023.

The Company has elected the measurement alternative in accordance with FASB ASC 321, Investments – Equity Securities.

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.

As of September 30, 2023, subsequent to the issuance of the Convertible Debt, 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 indicated by the Convertible Debt as of September 30, 2023, as described above.

Investments, Non-current

5 unchanged sentences

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.

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

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.

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").

During the three month period ended September 30, 2023, the Company sold a portion of its ownership in eFC reducing its total interest in eFC from 40 % to 10 %.

As a result of the sale, the Company received cash of $ 4.9 million and recognized a $ 0.6 million gain, which included a $ 0.2 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,

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

use eFC to advance their careers.

The Company has evaluated its 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.

3 unchanged sentences

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 $ 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.

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

There was no amortization recorded during the three and nine month periods ended September 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.

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.

The Company recorded income related to its proportionate share of eFC's net income, net of currency translation adjustments and amortization of the basis difference, of $ 0.2 million and $ 0.4 million for the three and nine month periods ended September 30, 2023, respectively, and recorded $ 0.6 million and $ 1.1 million for the three and nine month periods ended September 30, 2022, respectively.

At September 30, 2023, the Company held preferred stock representing a 7.3 % interest in the fully diluted shares of a tech skills assessment company.

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

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

ACQUIRED INTANGIBLE ASSETS, NET

4 unchanged sentences

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

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.

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.

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 %.

As of September 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 nine month periods ended September 30, 2023 and 2022.

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.

3 unchanged sentences

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

Goodwill as of June 30, 2023 and December 31, 2022, which was allocated to the Tech-focused reporting unit, was $ 128.1 million.

Goodwill as of September 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.

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.

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.

The October 1, 2022 analysis included operating margins during the year ending December 31, 2022 that approximate operating margins for the year

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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 %.

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.

Credit Agreement —In June 2022, the Company, together with Dice Inc.

10 unchanged sentences

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.

dollars as of September 30, 2023 and December 31, 2022 were $ 40 million and $ 30 million, respectively.

There were no borrowings in pounds sterling as of September 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,

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 Credit Agreement also provides that the payment of obligations may be accelerated upon the occurrence of customary events of default, including, but not limited to, non-payment, change of control, or insolvency.

As of September 30, 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.

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

September 30,

2023 December 31,

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Commitment fee 0.40 % 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 June 30, 2023 was $ 0.2 million.

(1) In connection with the Credit Agreement, during the three months ended September 30, 2023, the Company had deferred financing costs of $ 0.7 million recorded in other assets on the condensed consolidated balance sheets.

Accumulated amortization as of September 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.

8 unchanged sentences

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

7 unchanged sentences

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

As of September 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 June 30, Six Months Ended June 30,

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

2023 2022 2023 2022

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(1) Average price paid per share and dollar value of shares repurchased include costs associated with the repurchases.

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

There were 20,020 unsettled share repurchases as of September 30, 2022 and none as of September 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”).

1 unchanged sentence

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,

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

2023 2022 2023 2022

2 unchanged sentences

Dollar value of shares repurchased upon restricted stock/PSU vesting (in thousands) $ 821 $ 379 $ 6,211 $ 4,951

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.

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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 2022 Omnibus Equity Award Plan was amended and restated to, among other

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 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 $ 2.7 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.

The Company recorded total stock-based compensation expense of $ 2.2 million and $ 7.7 million during the three and nine month periods ended September 30, 2023, respectively, and $ 2.5 million and $ 7.2 million during the three and nine month periods ended September 30, 2022, respectively.

At September 30, 2023, there was $ 11.6 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.

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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 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

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

Three Months Ended September 30, 2023 Three Months Ended September 30, 2022

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

5 unchanged sentences

Expected to vest 2,232,772 $ 4.69 2,727,402 $ 3.92

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022

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

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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.

The earned shares will then vest over a three year period, one-third on each of the first, second, and third

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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

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

Three Months Ended September 30, 2023 Three Months Ended September 30, 2022

Shares Weighted- Average Fair Value at

1 unchanged sentence

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

Granted 55,128 $ 3.56 — $ —

Forfeited ( 429,685 ) $ 5.28 — $ —

2 unchanged sentences

Expected to vest 1,488,094 $ 4.71 2,110,496 $ 3.48

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

Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022

Shares Weighted- Average Fair Value at

6 unchanged sentences

Expected to vest 1,488,094 $ 4.71 2,110,496 $ 3.48

(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.

(1) PSUs granted includes 587,587 additional PSUs granted during the first quarter of 2023 related to the bookings achievement for the performance period ended December 31, 2022.

PSUs granted includes 853,332 additional PSUs granted during the first quarter of 2022 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

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 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.

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.

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.

No shares were issued during the three months ended September 30, 2023 and 2022.

During the nine months ended September 30, 2023 and 2022, 45,374 and 29,253 shares, respectively, were issued under the plan.

The Company’s effective tax rate was 43 % and ( 47 )% for the three and nine months ended September 30, 2023, respectively, and 1 % and ( 106 )% for the three and nine months ended September 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.

• Tax benefits of $ 0.4 million during the nine months ended September 30, 2023, and $ 0.1 million and $ 1.1 million during the three and nine months ended September 30, 2022, respectively, from the vesting of share-based compensation awards.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

• Tax expense of $ 0.1 million during the three months ended September 30, 2023, from deduction limitations on executive compensation.

• Tax expense of $ 0.1 million and $ 0.5 million during the three months ended September 30, 2023 and 2022, respectively, from a valuation allowance related to the impairment of an investment.

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 June 30, Six Months Ended June 30,

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

2023 2022 2023 2022

8 unchanged sentences

1,961 — 2,217 1,058

(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.

(1) For the three months ended September 30, 2022, 2.1 million shares were excluded from the computation of shares contingently issuable upon exercise as we recognized a net loss.

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

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