What changed in this filing

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Item 1. Financial Statements

2024-05-10 compared with 2023-11-01 · 144 added, 239 removed, 368 unchanged (51% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

September 30,

2024 December 31, 2023

3 unchanged sentences

31,760 22,225

Income taxes receivable — 221

Prepaid and other current assets 3,030 4,237

40 unchanged sentences

(in thousands, except per share amounts)

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

2023 2022 2023 2022

Three Months Ended March 31,

Revenue $ 36,025 $ 38,620

5 unchanged sentences

Depreciation 4,456 4,173

Restructuring 302 — 2,417 —

Total operating expenses 34,056 38,047

1 unchanged sentence

Income from equity method investment 134 171

Gain on sale of investments 614 — 614 320

Impairment of investment ( 400 ) —

9 unchanged sentences

DHI GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

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

2023 2022 2023 2022

Three Months Ended March 31,

Net income (loss) $ ( 1,512 ) $ 460

Other comprehensive income (loss):

Other comprehensive income:

Foreign currency translation adjustment 22 150

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

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

Total other comprehensive income 22 150

Comprehensive income (loss) $ ( 1,490 ) $ 610

9 unchanged sentences

Balance at December 31, 2023 — $ — 78,764 $ 789 $ 261,824 31,889 $ ( 187,216 ) $ 32,228 $ ( 83 ) $ 107,542

Net income 460 460

Net loss ( 1,512 ) ( 1,512 )

Other comprehensive income - translation adjustments 22 22

4 unchanged sentences

Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations — — — 342 ( 861 ) ( 861 )

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, 2024 — $ — 80,564 $ 807 $ 263,950 32,535 $ ( 188,827 ) $ 30,716 $ ( 61 ) $ 106,585

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

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

12 unchanged sentences

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

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

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)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from (used in) operating activities:

Net income $ 1,343 $ 1,825

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

Net income (loss) $ ( 1,512 ) $ 460

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

Depreciation 4,456 4,173

3 unchanged sentences

Income from equity method investment ( 134 ) ( 171 )

Gain on sale of investments ( 614 ) ( 320 )

Change in accrual for unrecognized tax benefits 388 208

Impairment of investment 400 —

Change in accrual for unrecognized tax benefits 81 60

Changes in operating assets and liabilities:

7 unchanged sentences

Net cash flows from operating activities 2,087 11

Cash flows from (used in) investing activities:

Cash received from sale of investments 4,941 320

Cash flows used in investing activities:

Purchases of fixed assets ( 4,442 ) ( 4,833 )

3 unchanged sentences

Proceeds from long-term debt 12,000 19,000

Financing costs paid — ( 515 )

Payments under stock repurchase plan — ( 3,521 )

Purchase of treasury stock related to vested restricted and performance stock units ( 6,211 ) ( 4,951 )

Proceeds from issuance of common stock through ESPP 148 124

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

Purchase of treasury stock related to tax withholdings on vested equity awards ( 1,611 ) ( 5,295 )

Net cash flows from financing activities 1,389 7,184

Net change in cash for the period ( 966 ) 2,362

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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, 2023 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report on Form 10-K”).

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.

Operating results for the three-month period ended March 31, 2024 are not necessarily indicative of the results to be achieved for the full year or any other future period.

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 nine-month period ended September 30, 2023.

There have been no significant changes in the Company’s assumptions regarding critical accounting estimates during the three-month period ended March 31, 2024.

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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Prior period amounts were not adjusted, and will continue to be reported under the accounting standards in effect for the period presented.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures .

The new accounting standard relates to disclosures about a public entity’s reportable segments and provides more detailed information about a reportable segment’s expenses.

The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024, with retrospective application required.

We are evaluating the effect of the standard on our consolidated financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures .

The new accounting standard requires more detailed disclosures regarding the effective tax rate reconciliation and income taxes paid.

The standard is effective for fiscal years beginning after December 15, 2024, and may be applied on either a prospective or retrospective basis, with early adoption permitted.

We are evaluating the effect of the standard on our consolidated financial statement disclosures.

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.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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:

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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

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 September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Three Months Ended March 31,

$ 23,179 $ 26,910

4 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 September 30, 2023 As of December 31, 2022

As of March 31, 2024 As of December 31, 2023

Receivables $ 31,760 $ 22,225

3 unchanged sentences

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 the Company's standard payment terms are less than one year,

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

the Company elected the practical expedient, where applicable.

As a result, the Company does not consider the effects of a significant financing component.

2 unchanged sentences

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Three Months Ended

March 31, 2024 March 31, 2023

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 $ 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 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.

The leases have original terms from one year to ten 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 September 30, For the Nine Months Ended September 30,

2023 2022 2023 2022

For the Three Months Ended March 31,

Operating lease cost (1)

$ 352 $ 592 $ 1,530 $ 1,636

Sublease income — ( 130 )

4 unchanged sentences

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

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

Cash paid for amounts included in measurement of lease liabilities:

1 unchanged sentence

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

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Operating lease right-of-use-assets $ 4,460 $ 4,759

Operating lease liabilities - current 1,984 2,231

tenant improvement allowance ( 1,015 ) ( 2,126 )

Operating lease liabilities - current (as reported) 2,136 2,006

2 unchanged sentences

Weighted Average Remaining Lease Term (in years)

Operating leases 6.1 5.8

Operating leases 6.2 years 6.2 years

Weighted Average Discount Rate

3 unchanged sentences

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

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):

No impairment was recorded during the three month periods ended March 31, 2024 and 2023.

As of March 31, 2024, future operating lease payments were as follows (in thousands):

Operating Leases

October 1, 2023 through December 31, 2023 $ 478

April 1, 2024 through December 31, 2024 $ 1,687

2029 and thereafter 2,939

1 unchanged sentence

imputed interest ( 1,436 )

tenant improvement allowance ( 1,015 )

Total $ 8,159

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.

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 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.

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 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

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 on investment on the condensed consolidated statements of operations.

As of March 31, 2024 the Company has no additional operating or finance leases that have not yet commenced.

eFinancialCareers

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.

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 %.

During the third quarter of 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.

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 its common share interest in the eFC business and has determined the investment meets the definition and criteria of a variable interest entity ("VIE").

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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 $ 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 difference between the Company's recorded value and its equity in net assets of eFC was reduced during the third quarter of 2023, as described above, as the Company reduced its ownership in eFC.

The remaining basis difference at the time of sale was $ 0.3 million and is being 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-month period ended March 31, 2024.

There was no amortization recorded during the three-month period ended March 31, 2023 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 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.

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 $ 0.1 million and $ 0.2 million for the three-month periods ended March 31, 2024 and 2023, respectively.

During 2021, the Company invested $ 3.0 million through a subordinated convertible promissory note (the "Note") 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 investment was recorded as a trading security at fair value and was recorded at $ 3.0 million as of December 31, 2021.

In the third quarter of 2022, 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 similar to shares purchased by a third party investor that resulted in such investor becoming the majority owner of the business.

Therefore the Company's shares in the business were recorded at fair value based on the price per share realized in the conversion.

The value of the Company's investment was $ 0.7 million as of December 31, 2022 and was recorded as an investment in the consolidated balance sheet.

Accordingly, the Company recognized an impairment loss during the year ended December 31, 2022 of $ 2.3 million.

During the third quarter of 2023, the investment's financial position deteriorated.

To meet its financial obligations, the investment issued 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 third quarter of 2023.

During the first quarter of 2024, the investment's financial position further deteriorated.

To meet its financial obligations, the investment issued additional convertible debt at a price that indicated the value of the investment had declined.

As such, the Company revalued its investment to zero and accordingly, recognized an impairment loss of $ 0.4 million during the first quarter of 2024.

The Company's ownership of the investment, on a fully diluted basis, as of March 31, 2024 is less than 1.0%.

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

As of March 31, 2024, subsequent to the most recent issuance of 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 issuance as of March 31, 2024, as described above.

At March 31, 2024, 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 March 31, 2024 and December 31, 2023.

The Company recorded no gain or loss related to the investment during the three-month periods ended March 31, 2024 and 2023.

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.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

1 unchanged sentence

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

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.

As of March 31, 2024 and December 31, 2023 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, 2024 and 2023.

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

Goodwill as of March 31, 2024 and December 31, 2023, 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, 2023.

The projections utilized in 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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ended December 31, 2021 and then increasing modestly.

Results for the Tech-focused reporting unit for the first quarter of 2024 and estimated future results as of March 31, 2024 approximate the projections used in the October 1, 2023 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, 2024.

Therefore, no quantitative impairment test was performed as of March 31, 2024.

No impairment was recorded during the three-month periods ended March 31, 2024 and 2023.

The Company’s ability to achieve the projections used in the October 1, 2023 analysis 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.

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.

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(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.

(collectively, the “Borrowers”), entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”), which matures in June 2027.

The Credit Agreement provides for a revolving loan facility of $ 100 million, 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 previous 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.

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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.

Borrowings in U.S.

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.

All borrowings as of March 31, 2024 and December 31, 2023 were in U.S.

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.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Credit Agreement contains various 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.

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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 September 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 events of default, including, but not limited to, non-payment, change of control, or insolvency.

As of March 31, 2024, 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.

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,

The amounts borrowed as of March 31, 2024 and December 31, 2023 are as follows (dollars in thousands):

2024 December 31,

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$ 50,500 $ 62,000

Interest rates:

SOFR rate loans:

Interest rate and margin:

Interest margin (3)

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Commitment fee 0.40 % 0.40 %

(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.

(3) Includes additional spread of 0.10 %.

(1) In connection with the Credit Agreement, during the three months ended March 31, 2024, the Company had deferred financing costs of $ 0.7 million recorded in other assets on the condensed consolidated balance sheets.

Accumulated amortization as of March 31, 2024 was $ 0.3 million.

(2) The amount available to be borrowed is subject to certain limitations, such as a consolidated leverage ratio which generally limits borrowings to 2.5 times annual Adjusted EBITDA, as defined in the Credit Agreement.

(3) Computed as the weighted average interest margin on all borrowings, including an additional spread of 0.10 %.

(4) Computed as the weighted average interest rate on all borrowings.

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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.

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:

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

February 2021 to June 2022 (1)

EQUITY TRANSACTIONS

Stock Repurchase Plans —The Company's Board of Directors ("Board") has previously approved stock repurchase programs that permitted the Company to repurchase its common stock.

Management had 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, were at our sole discretion and future repurchases were evaluated by us depending on market conditions, liquidity needs, restrictions under the agreements governing our indebtedness, and other factors.

Share repurchases could be made in the open market or in privately negotiated transactions.

The repurchase authorizations did not oblige us to acquire any particular amount of our common stock.

The Board could have suspended, modified, or terminated a repurchase program at any time without prior notice.

The following table summarizes the stock repurchase plans previously approved by the Board:

February 2022 to February 2023 (1)

February 2023 to February 2024 (2)

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.

Approval Date February 2022 February 2023

Authorized Repurchase Amount of Common Stock $ 15 million $ 10 million

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

(2) During February 2024, the stock repurchase program approved in February 2023 expired with a total of 1.4 million shares purchased for $ 5.2 million.

As of March 31, 2024 the Company has no stock repurchase programs and all previously approved stock repurchase programs have expired in accordance with their terms.

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

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

2023 2022 2023 2022

Three Months Ended March 31,

Shares repurchased — 742,536

Average purchase price per share (1)

$ — $ 5.25 $ 4.17 $ 5.67

Dollar value of shares repurchased (in thousands) (1)

$ — $ 3,777 $ 6,928 $ 15,016

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

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”).

There were 10,084 unsettled share repurchases as of March 31, 2023 and none as of March 31, 2024.

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 (as defined below), 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, as Amended and Restated, were as follows:

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

2023 2022 2023 2022

Three Months Ended March 31,

Shares repurchased upon restricted stock/PSU vesting 646,288 898,890

2 unchanged sentences

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.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

STOCK-BASED COMPENSATION

4 unchanged sentences

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

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 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 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 $ 2.2 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.

The Company recorded total stock-based compensation expense of $ 2.1 million and $ 2.9 million during the three months ended March 31, 2024 and 2023, respectively.

At March 31, 2024, there was $ 13.6 million of unrecognized compensation expense related to unvested awards, which is expected to be recognized over a weighted-average period of approximately 1.1 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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Restricted stock vests in various increments on the anniversaries of each grant, subject to the recipient’s continued employment or service through each applicable vesting date.

Vesting occurs over one year for Board members and over two to four years for employees.

A summary of the status of restricted stock awards as of September 30, 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

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

Granted 307,174 $ 3.57 288,831 $ 4.98

Forfeited ( 289,002 ) $ 5.45 ( 8,000 ) $ 5.17

Vested ( 360,325 ) $ 4.09 ( 239,502 ) $ 3.48

Non-vested at end of period 2,232,772 $ 4.69 2,727,402 $ 3.92

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

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

Vesting occurs over one year for Board members and over three years for employees.

A summary of the status of restricted stock awards as of March 31, 2024 and 2023 and the changes during the periods then ended is presented below:

Three Months Ended March 31, 2024 Three Months Ended March 31, 2023

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

9 unchanged sentences

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

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.

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 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

A summary of the status of PSUs as of March 31, 2024 and 2023 and the changes during the periods then ended is presented below:

Three Months Ended March 31, 2024 Three Months Ended March 31, 2023

Weighted- Average Fair Value at

Grant Date Shares (2)

Weighted- Average Fair Value at

Non-vested at beginning of the period 1,616,962 $ 4.52 2,086,932 $ 3.48

4 unchanged sentences

Expected to vest 1,579,491 $ 3.50 2,208,445 $ 4.77

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

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

1,412,715 $ 5.54 1,553,332 $ 3.77

Forfeited ( 592,703 ) $ 5.14 ( 93,341 ) $ 2.40

Vested ( 1,418,850 ) $ 3.54 ( 943,270 ) $ 2.61

Non-vested at end of period 1,488,094 $ 4.71 2,110,496 $ 3.48

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

(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.

(1) PSUs forfeited during the first quarter of 2024 related to the bookings achievement for the performance period ended December 31, 2023.

(2) 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.

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

5 unchanged sentences

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

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 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.

No shares were issued during the three months ended March 31, 2024 and 2023.

The Company’s effective tax rate was 300 % and 952 % for the three months ended March 31, 2024 and 2023, respectively.

The effective tax rate for the three months ended March 31, 2024, differed from the statutory rate due to tax expense of $ 1.8 million from the tax impacts of share-based compensation awards and $ 0.2 million from state taxes related to research and development expenditures.

The tax rate for the three months ended March 31, 2023 differed from the statutory rate due to tax benefits of $ 0.5 million from the tax impacts of share-based compensation awards.

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 September 30, Nine Months Ended September 30,

2023 2022 2023 2022

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended March 31,

Net income (loss) $ ( 1,512 ) $ 460

1 unchanged sentence

Add shares issuable from stock-based awards (1)

919 — 997 2,208

Weighted-average shares outstanding—diluted 44,210 45,240

1 unchanged sentence

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

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

1,961 — 2,217 1,058

(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.

Dilutive shares issuable from unvested equity awards (1)

Anti-dilutive shares issuable from unvested equity awards (2)

(1) For the three months ended March 31, 2024, 0.6 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