What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-12 compared with 2024-08-07 · 96 added, 79 removed, 495 unchanged (26% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

September 30,

2024 December 31, 2023

45 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,

2024 2023 2024 2023

8 unchanged sentences

Total operating expenses 34,656 35,192 102,542 111,806

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

Operating income 627 2,241 4,599 2,785

Income from equity method investment 23 153 325 428

Gain on sale of investment — 614 — 614

Impairment of investment — ( 300 ) ( 400 ) ( 300 )

11 unchanged sentences

(in thousands)

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

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

2024 2023 2024 2023

2 unchanged sentences

Foreign currency translation adjustment 30 55 83 211

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

Total other comprehensive income 30 255 83 411

26 unchanged sentences

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

Net loss ( 200 ) ( 200 )

Other comprehensive income - translation adjustments 30 30

Stock-based compensation 1,814 1,814

Restricted stock issued 196 2 ( 2 ) —

Restricted stock forfeited or withheld to satisfy tax obligations ( 122 ) ( 1 ) 1 71 ( 155 ) ( 155 )

Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 10 ) — — — — —

Balance at September 30, 2024 — $ — 80,966 $ 811 $ 268,066 32,625 $ ( 189,024 ) $ 31,459 $ — $ 111,312

Preferred Stock Common Stock Additional

23 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

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 ( 325 ) ( 428 )

Gain on sale of investments — ( 614 )

Impairment of investment 400 300

10 unchanged sentences

Cash flows used in investing activities:

Cash received from sale of investment — 4,941

Purchases of fixed assets ( 11,146 ) ( 14,988 )

6 unchanged sentences

Proceeds from issuance of common stock through ESPP 145 148

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

Net cash flows used in financing activities ( 7,663 ) ( 2,959 )

Net change in cash for the period ( 2,133 ) 718

9 unchanged sentences

GAAP”) have been omitted and condensed pursuant to such rules and regulations.

In the opinion of the Company’s management, all adjustments (consisting of only normal and recurring accruals) have been made to present fairly the financial position, results of operations and cash flows of the Company for the periods presented.

In the opinion of the Company’s management, all adjustments have been made to present fairly the financial position, results of operations and cash flows of the Company for the periods presented.

Although the Company believes that the disclosures are adequate to make the information presented not misleading, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 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 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.

Operating results for the three and nine-month periods ended September 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 and six-month periods ended June 30, 2024.

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

42 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 June 30, Six Months Ended June 30,

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

2024 2023 2024 2023

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, 2024 As of December 31, 2023

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

Receivables $ 19,653 $ 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 Six Months Ended

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

Three Months Ended Nine Months Ended

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

Revenue recognized in the period from:

12 unchanged sentences

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.

As a result of the restructuring, the Company recognized charges of $ 0.3 million and $ 2.4 million, respectively, for the three and nine-month periods ended September 30, 2023.

The charges for the three and nine-month periods ended September 30, 2023 consisted 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.

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.

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

As a result of the restructuring, the Company recognized a charge of $ 1.1 million during the third quarter of 2024 related to employee severance costs, of which $ 0.8 million was paid during the period.

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

6 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,

2024 2023 2024 2023

5 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:

3 unchanged sentences

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Operating lease right-of-use-assets (as reported) $ 6,810 $ 4,759

9 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, 2024 and 2023.

No impairment was recorded during the three and nine month periods ended September 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):

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

Operating Leases

July 1, 2024 through December 31, 2024 $ 925

Oct 1, 2024 through December 31, 2024 $ 554

2029 and thereafter 6,156

2 unchanged sentences

Total $ 11,027

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

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

eFinancialCareers

11 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 .

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

Amortization expense during the three and nine-month periods ended September 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 $ 0.2 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.

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 zero and $ 0.3 million for the three and nine month periods ended September 30, 2024, respectively, and recorded $ 0.2 million and $ 0.4 million for the three and nine month periods ended September 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.

14 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 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.

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

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

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

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 trademarks and brand name was determined to be indefinite.

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

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

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

The impairment review process compares the fair value of the indefinite-lived acquired intangible assets to its carrying value.

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

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.

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

As of September 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 nine month periods ended September 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 June 30, 2024 and December 31, 2023, which was allocated to the Tech-focused reporting unit, was $ 128.1 million.

Goodwill as of September 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 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.

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

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

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

DHI GROUP, INC.

13 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 June 30, 2024 and December 31, 2023 were in U.S.

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

The facility may be prepaid at any time without penalty.

9 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 June 30, 2024, the Company was in compliance with all of the financial covenants under the Credit Agreement.

As of September 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.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

September 30,

2024 December 31,

38 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 June 30, 2024 the Company has no stock repurchase programs and all previously approved stock repurchase programs have expired in accordance with their terms.

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

2024 2023 2024 2023

Nine Months Ended September 30,

Shares repurchased — 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 no unsettled share repurchases as of June 30, 2024 and 2023.

There were no repurchases of the Company's common stock during the three month periods ended September 30, 2024 and 2023 and there were no unsettled share repurchases as of September 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 June 30, Six Months Ended June 30,

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

2024 2023 2024 2023

10 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

The Company has previously granted restricted stock and PSUs to certain employees and directors pursuant to the 2012

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.

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 $ 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.

The Company recorded total stock-based compensation expense of $ 1.8 million and $ 6.1 million during the three and nine month periods ended September 30, 2024, respectively, and $ 2.2 million and $ 7.7 million during the three and nine month periods ended September 30, 2023.

At September 30, 2024, there was $ 9.6 million of unrecognized compensation expense related to unvested awards, which is expected to be recognized over a weighted-average period of approximately 0.9 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 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

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

Three Months Ended September 30, 2024 Three Months Ended September 30, 2023

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

5 unchanged sentences

Expected to vest 2,837,232 $ 3.37 2,232,772 $ 4.69

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

Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023

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

13 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Grant Date Shares (2)

Weighted- Average Fair Value at

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

Three Months Ended September 30, 2024 Three Months Ended September 30, 2023

Shares Weighted- Average Fair Value at

Grant Date Shares Weighted- Average Fair Value at

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

Granted — $ — 55,128 $ 3.56

Forfeited ( 30,568 ) $ 3.52 ( 429,685 ) $ 5.28

2 unchanged sentences

Expected to vest 1,513,778 $ 3.50 1,488,094 $ 4.71

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

Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023

Shares Weighted- Average Fair Value at

Grant Date Shares 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

960,000 $ 2.54 1,412,715 $ 5.54

Forfeited (2)

( 283,782 ) $ 4.80 ( 592,703 ) $ 5.14

Vested ( 779,402 ) $ 3.99 ( 1,418,850 ) $ 3.54

1 unchanged sentence

Expected to vest 1,513,778 $ 3.50 1,488,094 $ 4.71

(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.

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

(2) PSUs forfeited during the nine months ended September 30, 2024 includes 230,291 PSUs related to the bookings achievement for the performance period ended December 31, 2023.

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.

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.

No shares were issued during the three months ended September 30, 2024 and 2023.

During the nine months ended September 30, 2024 and 2023, 81,874 and 45,374 shares, respectively, were issued under the plan.

The Company’s effective tax rate was ( 91 )% and 139 % for the three and nine months ended September 30, 2024, respectively, and 43 % and ( 47 )% for the three and nine months ended September 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.

• Tax expense of $ 0.1 million and $ 2.0 million during the three and nine months ended September 30, 2024, respectively, and tax benefits of $ 0.4 million during the nine months ended September 30, 2023, from the tax impacts of share-based compensation awards.

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

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

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

• Tax expense of $ 0.1 million during the three months ended September 30, 2023, 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,

2024 2023 2024 2023

2 unchanged sentences

Add shares issuable from stock-based awards (1)

468 — — 1,010

Weighted-average shares outstanding—diluted 44,873 44,324 44,550 44,579

2 unchanged sentences

Dilutive shares issuable from unvested equity awards (1)

468 — — 1,010

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

3,271 1,961 3,325 2,217

(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.

(1) During each of the three and nine months ended September 30, 2024, 0.4 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