What changed in this filing

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Item 1. Financial Statements

2024-08-07 compared with 2024-05-10 · 139 added, 77 removed, 435 unchanged (33% of the section changed)

23 unchanged sentences

Deferred revenue 51,709 49,463

Income taxes payable 1,064 —

Operating lease liabilities 1,715 2,006

25 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended March 31,

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

2024 2023 2024 2023

Revenue $ 35,833 $ 38,538 $ 71,858 $ 77,158

5 unchanged sentences

Depreciation 4,586 4,162 9,042 8,335

Restructuring — 2,115 — 2,115

Total operating expenses 33,830 38,567 67,886 76,614

Operating income 1,969 573

Operating income (loss) 2,003 ( 29 ) 3,972 544

Income from equity method investment 168 104 302 275

12 unchanged sentences

(in thousands)

Three Months Ended March 31,

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

2024 2023 2024 2023

Net income (loss) $ 943 $ ( 127 ) $ ( 569 ) $ 333

21 unchanged sentences

Balance at March 31, 2024 — $ — 80,564 $ 807 $ 263,950 32,535 $ ( 188,827 ) $ 30,716 $ ( 61 ) $ 106,585

Net income 943 943

Other comprehensive income - translation adjustments 31 31

Stock-based compensation 2,160 2,160

Restricted stock issued 318 3 ( 3 ) —

Restricted stock forfeited or withheld to satisfy tax obligations ( 54 ) ( 1 ) 1 15 ( 34 ) ( 34 )

Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 8 ) — — 4 ( 8 ) ( 8 )

Issuance of common stock upon ESPP purchase 82 1 145 146

Balance at June 30, 2024 — $ — 80,902 $ 810 $ 266,253 32,554 $ ( 188,869 ) $ 31,659 $ ( 30 ) $ 109,823

Preferred Stock Common Stock Additional

14 unchanged sentences

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

Net loss ( 127 ) ( 127 )

Other comprehensive income - translation adjustments 6 6

Stock-based compensation 2,667 2,667

Restricted stock issued 176 2 ( 2 ) —

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

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

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

Issuance of common stock upon ESPP purchase 45 — 148 148

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

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from (used in) operating activities:

25 unchanged sentences

Purchase of treasury stock related to tax withholdings on vested equity awards ( 1,633 ) ( 5,390 )

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

Proceeds from issuance of common stock through ESPP 145 148

Net cash flows from (used in) financing activities ( 4,488 ) 862

Net change in cash for the period ( 1,251 ) ( 282 )

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, 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-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.

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

2 unchanged sentences

Actual results could differ materially from management’s estimates reported in the condensed consolidated financial statements and footnotes thereto.

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

There have been no significant changes in the Company’s assumptions regarding critical accounting estimates during the three and six-month periods ended June 30, 2024.

The Company allocates resources and assesses financial performance on a consolidated basis, as all services pertain to the Company's Tech-focused strategy.

5 unchanged sentences

Measurement of Credit Losses on Financial Instruments .

ASU 2016-13 changes how entities will account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income.

The guidance replaces the current "incurred loss" model with an "expected loss" model that requires consideration of a broader range of information to estimate expected credit losses over the lifetime of a financial asset.

ASU 2016-13 changes how entities are to account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income.

The guidance replaces the then-current "incurred loss" model with an "expected loss" model that requires consideration of a broader range of information to estimate expected credit losses over the lifetime of a financial asset.

ASU 2016-13 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2022 for Smaller Reporting Companies.

33 unchanged sentences

The following table provides information about disaggregated revenue by brand and includes a reconciliation of the disaggregated revenue (in thousands):

Three Months Ended March 31,

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

2024 2023 2024 2023

ClearanceJobs $ 13,277 $ 12,266 $ 26,123 $ 23,976

22,556 26,272 45,735 53,182

Total $ 35,833 $ 38,538 $ 71,858 $ 77,158

2 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 March 31, 2024 As of December 31, 2023

As of June 30, 2024 As of December 31, 2023

Receivables $ 22,269 $ 22,225

12 unchanged sentences

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

March 31, 2024 March 31, 2023

Three Months Ended Six Months Ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Revenue recognized in the period from:

9 unchanged sentences

If the financial condition of DHI’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

RESTRUCTURING

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

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

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

There was no restructuring during the three and six month periods ended June 30, 2024.

In July 2024, the Company announced an additional organizational restructuring intended to streamline its operations, drive business objectives, and reduce operating costs.

This included a reduction of the Company’s current workforce by approximately 7 %.

The Company estimates that it will incur a charge of approximately $ 1.1 million during the third quarter of 2024 in connection with the restructuring.

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

3 unchanged sentences

We do not have any lease agreements with related parties.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

For the Three Months Ended March 31,

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

2024 2023 2024 2023

Operating lease cost (1)

$ 442 $ 575 $ 836 $ 1,178

Sublease income ( 30 ) ( 169 ) ( 30 ) ( 299 )

1 unchanged sentence

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Cash paid for amounts included in measurement of lease liabilities:

Operating cash flows from operating leases $ 739 $ 1,329

Right-of-use assets obtained in exchange for lease obligations:

Operating leases $ 2,930 $ —

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

March 31, 2024 December 31, 2023

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

June 30, 2024 December 31, 2023

Operating lease right-of-use-assets (as reported) $ 7,098 $ 4,759

Operating lease liabilities - current (as reported) 1,715 2,006

8 unchanged sentences

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

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):

No impairment was recorded during the three and six month periods ended June 30, 2024 and 2023.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024, future operating lease payments were as follows (in thousands):

Operating Leases

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

July 1, 2024 through December 31, 2024 $ 925

2029 and thereafter 6,155

2 unchanged sentences

Total $ 11,248

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

As of June 30, 2024 the Company has no additional operating or finance leases that have not yet commenced.

eFinancialCareers

2 unchanged sentences

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.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

7 unchanged sentences

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.

Amortization expense during the three and six month periods ended June 30, 2024 and 2023 was not significant.

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

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 $ 0.3 million for the three and six month periods ended June 30, 2024, respectively, and recorded $ 0.1 million and $ 0.3 million for the three and six month periods ended June 30, 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.

1 unchanged sentence

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.

The Company's preferred shares are substantially similar to shares purchased by a

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

7 unchanged sentences

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.

The Company's ownership of the investment, on a fully diluted basis, as of June 30, 2024 is less than 0.10 %.

At June 30, 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 June 30, 2024 and December 31, 2023.

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

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.

We determine whether the carrying value of recorded indefinite-lived acquired intangible assets is impaired on an annual basis or more frequently if indicators of potential impairment exist.

The annual impairment test for the Dice.com trademarks and brand name is performed on October 1 of each year.

1 unchanged sentence

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

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.

There were no indicators of impairment for the Dice.com trademarks and brand name for the three and six month periods ended June 30, 2024.

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

3 unchanged sentences

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

Goodwill as of March 31, 2024 and December 31, 2023, which was allocated to the Tech-focused reporting unit, was $ 128.1 million.

Goodwill as of June 30, 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.

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.

Results for the Tech-focused reporting unit through June 30, 2024 and estimated future results as of June 30, 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 June 30, 2024.

Therefore, no quantitative impairment test was performed as of June 30, 2024.

No impairment was recorded during the three and six month periods ended June 30, 2024 and 2023.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

11 unchanged sentences

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.

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

All borrowings as of June 30, 2024 and December 31, 2023 were in U.S.

The facility may be prepaid at any time without penalty.

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.

8 unchanged sentences

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.

As of June 30, 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.

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The amounts borrowed as of June 30, 2024 and December 31, 2023 are as follows (dollars in thousands):

2024 December 31,

9 unchanged sentences

Commitment fee 0.40 % 0.40 %

(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.

(1) In connection with the Credit Agreement, the Company had deferred financing costs of $ 0.7 million and accumulated amortization of $ 0.3 million recorded in other assets on the condensed consolidated balance sheets.

(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.

10 unchanged sentences

The Company has reserved for potential examination adjustments to our provision for income taxes and accrual of indirect taxes in amounts which the Company believes are reasonable.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

EQUITY TRANSACTIONS

6 unchanged sentences

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

February 2022 to February 2023 (1)

4 unchanged sentences

(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.

As of June 30, 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 March 31,

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

2024 2023 2024 2023

Shares repurchased — 918,742 — 1,661,278

Average purchase price per share (1)

$ — $ 3.69 $ — $ 4.17

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

$ — $ 3,393 $ — $ 6,928

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

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

There were no unsettled share repurchases as of June 30, 2024 and 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 (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”).

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 March 31,

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

2024 2023 2024 2023

Shares repurchased upon restricted stock/PSU vesting 18,780 26,261 665,068 925,151

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

5 unchanged sentences

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.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 $ 2.1 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.

The Company recorded total stock-based compensation expense of $ 2.2 million and $ 4.3 million during the three and six month periods ended June 30, 2024, respectively, and $ 2.7 million and $ 5.6 million during the three and six month periods ended June 30, 2023.

At June 30, 2024, there was $ 11.8 million of unrecognized compensation expense related to unvested awards, which is expected to be recognized over a weighted-average period of approximately 1.0 years.

Restricted Stock— Restricted stock is granted to employees of the Company and its subsidiaries, and to non-employee members of the Company’s Board.

5 unchanged sentences

Vesting occurs over one year for Board members and over 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

A summary of the status of restricted stock awards as of June 30, 2024 and 2023 and the changes during the periods then ended is presented below:

Three Months Ended June 30, 2024 Three Months Ended June 30, 2023

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

5 unchanged sentences

Expected to vest 2,982,437 $ 3.52 2,574,925 $ 4.82

Six Months Ended June 30, 2024 Six Months Ended June 30, 2023

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

Non-vested at beginning of the period 2,333,436 $ 4.55 2,639,286 $ 3.96

Granted 1,661,739 $ 2.53 1,282,998 $ 5.56

Forfeited ( 55,002 ) $ 3.73 ( 186,679 ) $ 4.92

Vested ( 957,736 ) $ 4.31 ( 1,160,680 ) $ 3.66

Non-vested at end of period 2,982,437 $ 3.52 2,574,925 $ 4.82

Expected to vest 2,982,437 $ 3.52 2,574,925 $ 4.82

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

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

A summary of the status of PSUs as of June 30, 2024 and 2023 and the changes during the periods then ended is presented below:

Three Months Ended June 30, 2024 Three Months Ended June 30, 2023

Weighted- Average Fair Value at

2 unchanged sentences

Non-vested at beginning of the period 1,579,491 $ 3.50 2,208,445 $ 4.77

Forfeited ( 22,923 ) $ 3.52 ( 163,018 ) $ 4.77

Vested ( 12,222 ) $ 3.56 — $ —

Non-vested at end of period 1,544,346 $ 3.50 2,045,427 $ 4.78

Expected to vest 1,544,346 $ 3.50 2,045,427 $ 4.78

Six Months Ended June 30, 2024 Six Months Ended June 30, 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

Granted 960,000 $ 2.54 1,357,587 $ 5.62

12 unchanged sentences

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

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

During each of the three and six months periods ended June 30, 2024, 81,874 shares were issued under the plan.

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

The Company’s effective tax rate was 29 % and 127 % for the three and six months ended June 30, 2024, respectively, and 84 % and 139 % for the three and six months ended June 30, 2023, respectively.

The following items caused the effective rate to differ from the statutory rate:

• Tax expense of $ 0.1 million and $ 1.9 million during the three and six months ended June 30, 2024, respectively, and tax benefits of $ 0.4 million during the six months ended June 30, 2023, from the tax impacts of share-based compensation awards.

• Tax expense of $ 0.2 million during the six months ended June 30, 2024, from state taxes related to research and development expenditures.

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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):

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended March 31,

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

2024 2023 2024 2023

Net income (loss) $ 943 $ ( 127 ) $ ( 569 ) $ 333

1 unchanged sentence

Add shares issuable from stock-based awards (1)

468 — — 1,010

Weighted-average shares outstanding—diluted 45,037 43,460 44,386 44,682

2 unchanged sentences

Dilutive shares issuable from unvested equity awards (1)

468 — — 1,010

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.

3,497 2,611 3,201 2,194

(1) For the six months ended June 30, 2024, 0.5 million shares were excluded from the computation of shares contingently issuable upon exercise as we recognized a net loss.

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

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

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