DHI GROUP, INC. - Quarter Report: 2023 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

______________________________________________


☐			TRANSITION PERIOD PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 001-33584

____________________________________________

DHI Group, Inc.

(Exact name of Registrant as specified in its Charter)

______________________________________________


Delaware						20-3179218
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
6465 South Greenwood Plaza, Suite 400						80111
Centennial, Colorado						(Zip Code)
(Address of principal executive offices)

(212) 448-6605

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

_______________________________________________


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	DHX	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☑ Non-accelerated filer ☐ Smaller Reporting Company ☑ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of October 27, 2023, there were 46,817,871 shares of the registrant’s common stock, par value $.01 per share, outstanding.

Table of Contents

DHI GROUP, INC.

TABLE OF CONTENTS


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Unaudited Financial Statements	2
	Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022
	Condensed Consolidated Statements of Operations for the three and nine month periods ended September 30, 2023 and 2022
	Condensed Consolidated Statements of Comprehensive Income for the three and nine month periods ended September 30, 2023 and 2022
	Condensed Consolidated Statements of Stockholders' Equity for the three and nine month periods ended September 30, 2023 and 2022
	Condensed Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2023 and 2022
	Notes to Condensed Consolidated Financial Statements

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	34

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	36

Item 1A.	Risk Factors	36

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	36

Item 5.	Other Information	38

Item 6.	Exhibits	39

SIGNATURES
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Table of Contents

PART I

ITEM 1. Financial Statements

DHI GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands, except per share data)


	September 30, 2023		December 31, 2022
ASSETS
Current assets
Cash	$	3,724	$	3,006
Accounts receivable, net of allowance for doubtful accounts of $1,272 and $1,374	18,591		20,494
Prepaid and other current assets	4,791		4,294
Total current assets	27,106		27,794
Fixed assets, net	23,376		21,252
Capitalized contract costs	6,404		9,677
Operating lease right-of-use assets	5,096		6,581
Investments	1,857		5,646
Acquired intangible assets	23,800		23,800
Goodwill	128,100		128,100
Other assets	3,998		3,854
Total assets	$	219,737	$	226,704
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	15,731	$	23,818
Deferred revenue	48,331		50,121
Income taxes payable	107		34
Operating lease liabilities	969		105
Total current liabilities	65,138		74,078
Deferred revenue	513		743
Operating lease liabilities	6,997		8,428
Long-term debt	40,000		30,000
Deferred income taxes	2,336		5,515
Accrual for unrecognized tax benefits	1,157		769
Other long-term liabilities	508		932
Total liabilities	116,649		120,465
Commitments and Contingencies (Note 11)
Stockholders’ equity
Convertible preferred stock, $.01 par value, authorized 20,000 shares; no shares issued and outstanding	—		—
Common stock, $.01 par value, authorized 240,000; issued: 78,569 and 76,442 shares, respectively; outstanding: 46,689 and 47,367 shares, respectively	787		766
Additional paid-in capital	259,481		251,632
Accumulated other comprehensive loss	(70)		(481)
Accumulated earnings	30,080		28,405
Treasury stock, 31,880 and 29,075 shares, respectively	(187,190)		(174,083)
Total stockholders’ equity	103,088		106,239
Total liabilities and stockholders’ equity	$	219,737	$	226,704
See accompanying notes to the condensed consolidated financial statements.

Table of Contents

DHI GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share amounts)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenue	$	37,433	$	38,527	$	114,591	$	109,918

Operating expenses:
Cost of revenue	4,971		4,561		14,839		12,841
Product development	4,432		4,680		13,284		12,982
Sales and marketing	14,036		14,992		44,819		43,207
General and administrative	7,210		8,668		23,871		25,543
Depreciation	4,241		4,408		12,576		12,594
Restructuring	302		—		2,417		—
Total operating expenses	35,192		37,309		111,806		107,167
Operating income	2,241		1,218		2,785		2,751
Income from equity method investment	153		591		428		1,107
Gain on sale of investments	614		—		614		320
Impairment of investment	(300)		(2,300)		(300)		(2,300)
Interest expense and other	(939)		(447)		(2,616)		(990)
Income (loss) before income taxes	1,769		(938)		911		888
Income tax expense (benefit)	759		(12)		(432)		(937)
Net income (loss)	$	1,010	$	(926)	$	1,343	$	1,825

Basic earnings (loss) per share	$	0.02	$	(0.02)	$	0.03	$	0.04
Diluted earnings (loss) per share	$	0.02	$	(0.02)	$	0.03	$	0.04

Weighted-average basic shares outstanding	43,405		44,190		43,582		44,503
Weighted-average diluted shares outstanding	44,324		44,190		44,579		46,711

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

DHI GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

(in thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net income (loss)	$	1,010	$	(926)	$	1,343	$	1,825

Other comprehensive income (loss):
Foreign currency translation adjustment	55		(200)		211		(250)
Cumulative translation adjustments reclassified to the Statements of Operations	200		—		200		—
Total other comprehensive income (loss)	255		(200)		411		(250)
Comprehensive income (loss)	$	1,265	$	(1,126)	$	1,754	$	1,575

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

DHI GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(unaudited)

(in thousands)


	Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Treasury Stock			Accumulated Earnings		Accumulated Other Comprehensive Income (Loss)		Total
	Shares Issued	Amount		Shares Issued	Amount				Shares	Amount
Balance at December 31, 2022	—	$	—	76,442	$	766	$	251,632	29,075	$	(174,083)	$	28,405	$	(481)	$	106,239
Net income												460				460
Other comprehensive income - translation adjustments														150		150
Stock-based compensation							2,887									2,887
Restricted stock issued				1,107	11		(11)									—
Performance-Based Restricted Stock Units eligible to vest				1,288	13		(13)									—
Restricted stock forfeited or withheld to satisfy tax obligations				(4)	—		—		386	(2,278)						(2,278)
Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations				—	—		—		512	(3,017)						(3,017)
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 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

Table of Contents


	Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Treasury Stock			Accumulated Earnings		Accumulated Other Comprehensive Income (Loss)		Total
	Shares Issued	Amount		Shares Issued	Amount				Shares	Amount
Balance at December 31, 2021	—	$	—	73,584	$	738	$	241,854	24,828	$	(150,398)	$	24,229	$	(61)	$	116,362
Net income												1,301				1,301
Other comprehensive income - translation adjustments														8		8
Stock-based compensation							2,235									2,235
Restricted stock issued				932	9		(9)									—
Performance-Based Restricted Stock Units eligible to vest				1,773	17		(17)									—
Restricted stock forfeited or withheld to satisfy tax obligations				(82)	(1)		1		417	(2,309)						(2,309)
Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations				(93)	(1)		1		356	(1,893)						(1,893)
Purchase of treasury stock under stock repurchase plan									1,302	(7,499)						(7,499)
Balance at March 31, 2022	—	$	—	76,114	$	762	$	244,065	26,903	$	(162,099)	$	25,530	$	(53)	$	108,205
Net income												1,450				1,450
Other comprehensive loss - translation adjustments														(58)		(58)
Stock-based compensation							2,456									2,456
Restricted stock forfeited or withheld to satisfy tax obligations				(26)	(1)		—		59	(348)						(349)
Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations				—	—		—		5	(22)						(22)
Purchase of treasury stock under stock repurchase plan									625	(3,701)						(3,701)
Issuance of common stock upon ESPP purchase				29	—		124									124
Balance at June 30, 2022	—	$	—	76,117	$	761	$	246,645	27,592	$	(166,170)	$	26,980	$	(111)	$	108,105
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.

Table of Contents

DHI GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)


	Nine Months Ended September 30,
	2023		2022
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:
Depreciation	12,576		12,594
Deferred income taxes	(3,179)		(3,682)
Amortization of deferred financing costs	109		110
Stock-based compensation	7,722		7,188
Income from equity method investment	(428)		(1,107)
Gain on sale of investments	(614)		(320)
Change in accrual for unrecognized tax benefits	388		208
Impairment of investment	300		2,300
Changes in operating assets and liabilities:
Accounts receivable	2,236		(476)
Prepaid expenses and other assets	(750)		(547)
Capitalized contract costs	3,273		410
Accounts payable and accrued expenses	(7,799)		3,807
Income taxes receivable/payable	73		735
Deferred revenue	(2,020)		6,106
Other, net	494		(465)
Net cash flows from operating activities	13,724		28,686
Cash flows from (used in) investing activities:
Cash received from sale of investments	4,941		320
Purchases of fixed assets	(14,988)		(13,393)
Net cash flows used in investing activities	(10,047)		(13,073)
Cash flows from (used in) financing activities:
Payments on long-term debt	(23,000)		(8,000)
Proceeds from long-term debt	33,000		15,000
Financing costs paid	—		(515)
Payments under stock repurchase plan	(6,896)		(14,963)
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)
Net change in cash for the period	718		2,308
Cash, beginning of period	3,006		1,540
Cash, end of period	$	3,724	$	3,848

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of DHI Group, Inc. (“DHI” or the “Company” or "we," "our" or "us") have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and disclosures normally included in annual audited consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. 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. Although the Company believes that the disclosures are adequate to make the information presented not misleading, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report on Form 10-K”). Operating results for the three and nine-month periods ended September 30, 2023 are not necessarily indicative of the results to be achieved for the full year.

Preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the period. Management believes the most complex and sensitive judgments, because of their significance to the condensed consolidated financial statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. 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.

The Company allocates resources and assesses financial performance on a consolidated basis, as all services pertain to the Company's Tech-focused strategy. As a result, the Company has a single reportable segment, Tech-focused, which includes the Dice and ClearanceJobs brands, as well as corporate related costs. All operations are in the United States.

2. NEW ACCOUNTING STANDARDS

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): 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 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2022 for Smaller Reporting Companies. On January 1, 2023, under the modified retrospective method as required by the standard, the Company recorded a cumulative-effect adjustment of $0.3 million to increase accumulated earnings and reduce the allowance for doubtful accounts. Prior period amounts were not adjusted, and will continue to be reported under the accounting standards in effect for the period presented.

3. 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. 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:

•Level 1 – Quoted prices for identical instruments in active markets.

•Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets.

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

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

Table of Contents

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.

Certain assets and liabilities are measured at fair value on a non-recurring basis as they are subject to fair value adjustments in certain circumstances, for example, when there is evidence of impairment. Such instruments are not measured at fair value on an ongoing basis. These assets include equity investments, operating lease right-of-use assets, and goodwill and intangible assets which resulted from prior acquisitions. Items valued using such internally generated valuation techniques are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be some significant inputs that are readily observable.

4. REVENUE RECOGNITION

The Company recognizes revenue when control of the promised goods or services is transferred to our customers at an amount that reflects the consideration which we expect to receive in exchange for those goods or services. Revenue is recognized net of customer discounts ratably over the service period. Customer billings delivered in advance of services being rendered are recorded as deferred revenue and recognized over the service period. The Company generates revenue from recruitment packages, advertising, classifieds, and virtual and live career fair and recruitment event booth rentals.

Disaggregation of Revenue

Our brands primarily serve the technology and security cleared professions. 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
Dice(1)	$	24,770	$	27,342	$	77,952	$	78,799
ClearanceJobs	12,663		11,185		36,639		31,119
Total	$	37,433	$	38,527	$	114,591	$	109,918

(1) Includes Dice and Career Events

Contract Balances

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

Receivables	$	18,591	$	20,494
Short-term contract liabilities (deferred revenue)	48,331		50,121
Long-term contract liabilities (deferred revenue)	513		743

We receive payments from customers based upon contractual billing schedules; 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 a result, the Company does not consider the effects of a significant financing component. Contract liabilities include customer billings delivered in advance of performance under the contract, and associated revenue is realized when services are rendered under the contract.

Receivables increase due to customer billings and decrease by cash collected from customers. Contract liabilities increase due to customer billings and are decreased as performance obligations are satisfied under the contracts.

Table of Contents

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
Revenue recognized in the period from:
Amounts included in the contract liability at the beginning of the period	$	26,958	$	26,783	$	44,660	$	41,387

The following table includes estimated deferred revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period (in thousands):



	Remainder of 2023		2024		2025		2026		Total
Tech-focused	$	26,438	$	22,136	$	249	$	21	$	48,844

Credit Losses

The Company is exposed to credit losses through the inability of its customers to make required payments on accounts receivable. The Company segments accounts receivable based on credit risk characteristics and estimates future losses for each segment based on historical trends and current market conditions, as applicable. Expected losses on accounts receivable are recorded as allowance for doubtful accounts in the condensed consolidated balance sheets and as an expense in the condensed consolidated statement of operations. The portion of accounts receivable that is reflected as deferred revenue in the condensed consolidated balance sheets is not considered at risk for credit losses. 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.

5. 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.

6. LEASES

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. No leases include options to purchase the leased property. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We do not have any lease agreements with related parties.

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
Operating lease cost(1)	$	352	$	592	$	1,530	$	1,636
Sublease income	(25)		(190)		(324)		(440)
Total lease cost	$	327	$	402	$	1,206	$	1,196

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

Table of Contents

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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


		For the Nine Months Ended September 30,
		2023		2022
Cash paid for amounts included in measurement of lease liabilities:
	Operating cash flows from operating leases	$	1,832	$	675

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


		September 30, 2023			December 31, 2022
Operating lease right-of-use-assets		$	5,096		$	6,581

Operating lease liabilities - current		1,984			2,231
Less: tenant improvement allowance		(1,015)			(2,126)
Operating lease liabilities - current (as reported)		969			105
Operating lease liabilities - non-current (as reported)		6,997			8,428
	Total operating lease liabilities	$	7,966		$	8,533

Weighted Average Remaining Lease Term (in years)
	Operating leases	6.1			5.8

Weighted Average Discount Rate
	Operating leases	4.5		%	4.4		%

The Company reviews its right-of-use ("ROU") assets for impairment if indicators of impairment exist. The impairment review process compares the fair value of the ROU asset to its carrying value. 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):


		Operating Leases
October 1, 2023 through December 31, 2023		$	478
2024		2,287
2025		2,421
2026		1,476
2027		578
2028 and thereafter		3,316
	Total lease payments	$	10,556
Less: imputed interest		(1,575)
Less: tenant improvement allowance		(1,015)
	Total	$	7,966

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

Table of Contents

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

7. INVESTMENTS

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.

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%. 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,

Table of Contents

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

use eFC to advance their careers. The Company has evaluated its common share interest in the eFC business and has determined the investment meets the definition and criteria of a variable interest entity ("VIE"). The Company evaluated the VIE and determined that the Company does not have a controlling financial interest in the VIE, as the Company does not have the power to direct the activities of the VIE that most significantly impact the VIE's economic performance. The common share interest is being accounted for under the equity method of accounting as the Company has the ability to exercise significant influence over eFC. The investment was recorded at its fair value on June 30, 2021, the date of transfer, which was $3.6 million. 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 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.

8. 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. The annual impairment test for the Dice.com 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.

As of September 30, 2023 and December 31, 2022, the Company had an indefinite-lived acquired intangible asset of $23.8 million related to the Dice trademarks and brand name. No impairment was recorded during the three and nine month periods ended September 30, 2023 and 2022.

The determination of whether or not indefinite-lived acquired intangible assets have become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of the indefinite-lived acquired intangible assets. Fair values are determined using a profit allocation methodology which estimates the value of the trademarks and brand name by capitalizing the profits saved because the company owns the asset. We consider factors such as historical performance, anticipated market conditions, operating expense trends and capital expenditure requirements. Changes in our strategy and/or changes in market conditions could significantly impact these judgments and require adjustments to recorded amounts of intangible assets. If projections are not achieved, the Company could realize an impairment in the foreseeable future.

9. GOODWILL

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

The annual impairment test for the Tech-focused reporting unit is performed on October 1 of each year. The results of the impairment test indicated that the fair value of the Tech-focused reporting unit was substantially in excess of the carrying value as of October 1, 2022.

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

Table of Contents

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ended December 31, 2021 and then increasing modestly. If future cash flows that are attributable to the Tech-focused reporting unit are not achieved, the Company could realize an impairment in a future period.

10. INDEBTEDNESS

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

Borrowings under the Credit Agreement denominated in U.S. dollars bear interest, payable at least quarterly, at the Company’s option, at the Secured Overnight Financing Rate ("SOFR") or a base rate plus a margin. Borrowings under the Credit Agreement denominated in pounds sterling, if any, bear interest at the Sterling Overnight Index Average ("SONIA") rate plus a margin. The margin ranges from 2.00% to 2.75% on SOFR and SONIA loans and 1.00% to 1.75% on base rate loans, determined by the Company’s most recent consolidated leverage ratio, plus an additional spread of 0.10%. 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. 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. 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. Negative covenants include restrictions on incurring certain liens; making certain payments, such as stock repurchases and dividend payments; making certain investments; making certain acquisitions; making certain dispositions; and incurring additional indebtedness. 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 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.

Table of Contents

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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


	September 30, 2023			December 31, 2022
Long-term debt under revolving credit facility(1)	$	40,000		$	30,000

Available to be borrowed under revolving facility(2)	$	60,000		$	70,000

Interest rates:
SOFR rate loans:
Interest margin(3)	2.35		%	2.35		%
Actual interest rates(4)	7.67		%	6.67		%

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

There are no scheduled principal payments until maturity of the Credit Agreement in June 2027.

11. COMMITMENTS AND CONTINGENCIES

Litigation

The Company is subject to various claims from taxing authorities, lawsuits and other complaints arising in the ordinary course of business. The Company records provisions for losses when claims become probable and the amounts are reasonably estimable. Although the outcome of these legal matters, except as described below and recorded in the condensed consolidated financial statements, cannot be determined, it is the opinion of management that the final resolution of these matters will not have a material effect on the Company’s financial condition, operations or liquidity.

Tax Contingencies

The Company operates in a number of tax jurisdictions and is routinely subject to examinations by various tax authorities with respect to income taxes and indirect taxes. The determination of the Company’s liability for taxes requires judgment and estimation. The 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.

12. 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:

Table of Contents

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

February 2021 to June 2022(1)

February 2022 to February 2023(2)

February 2023 to February 2024(3)

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.

(2) 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.

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
Shares repurchased	—		719,777		1,661,278		2,647,072
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”). 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
Shares repurchased upon restricted stock/PSU vesting	218,432		76,180		1,143,583		913,609
Average purchase price per share	$	3.76	$	4.98	$	5.43	$	5.42
Dollar value of shares repurchased upon restricted stock/PSU vesting (in thousands)	$	821	$	379	$	6,211	$	4,951

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.

13. STOCK-BASED COMPENSATION

On July 13, 2022, the stockholders of the Company approved the DHI Group, Inc. 2022 Omnibus Equity Award Plan, which had been previously approved by the Company's Board of Directors on May 13, 2022 (the "2022 Omnibus Equity Award Plan"). The 2022 Omnibus Equity Award Plan generally mirrors the terms of the Company's prior omnibus equity award plan, which expired in accordance with its terms on April 20, 2022 (the "2012 Omnibus Equity Award Plan"). On April 26, 2023, the stockholders of the Company approved the DHI Group, Inc. 2022 Omnibus Equity Award Plan, as Amended and Restated, which had been previously approved by the Company’s Board of Directors on March 16, 2023 (the "2022 Omnibus Equity Award Plan, as Amended and Restated"). The 2022 Omnibus Equity Award Plan was amended and restated to, among other

Table of Contents

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

things, increase the number of shares of common stock authorized for issuance as equity awards under the plan by 2.9 million shares. The Company has previously granted restricted stock and PSUs to certain employees and directors pursuant to the 2012 Omnibus Equity Award Plan and the 2022 Omnibus Equity Award Plan and will continue to grant restricted stock and PSUs to certain employees and directors pursuant to the 2022 Omnibus Equity Award Plan, as Amended and Restated. The Company also offers an Employee Stock Purchase Plan.

The Company recorded total stock-based compensation expense of $2.2 million and $7.7 million during the three and nine month periods ended September 30, 2023, respectively, and $2.5 million and $7.2 million during the three and nine month periods ended September 30, 2022, respectively. At September 30, 2023, there was $11.6 million of unrecognized compensation expense related to unvested awards, which is expected to be recognized over a weighted-average period of approximately 1.4 years.

Restricted Stock—Restricted stock is granted to employees of the Company and its subsidiaries, and to non-employee members of the Company’s Board. These shares are part of the compensation plan for services provided by the employees or Board members. The closing price of the Company’s stock on the date of grant is used to determine the fair value of the grants. The expense related to restricted stock grants is recorded over the vesting period as described below. There was no cash flow impact resulting from the grants.

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
	Shares	Weighted- Average Fair Value at Grant Date		Shares	Weighted- Average Fair Value at Grant Date
Non-vested at beginning of the period	2,639,286	$	3.96	3,371,832	$	2.80
Granted	1,590,172	$	5.17	1,221,331	$	5.12
Forfeited	(475,681)	$	5.24	(116,716)	$	3.32
Vested	(1,521,005)	$	3.76	(1,749,045)	$	2.66
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

PSUs—PSUs are granted to employees of the Company and its subsidiaries. These shares are granted under compensation agreements that are for services provided by the employees. The fair value of the PSUs is measured at the grant date fair value of the award, which was determined based on an analysis of the probable performance outcomes. 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

Table of Contents

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 Grant Date
Non-vested at beginning of the period	2,045,427	$	4.78	2,110,496	$	3.48
Granted	55,128	$	3.56	—	$	—
Forfeited	(429,685)	$	5.28	—	$	—
Vested	(182,776)	$	3.77	—	$	—
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


	Nine Months Ended September 30, 2023			Nine Months Ended September 30, 2022
	Shares	Weighted- Average Fair Value at Grant Date		Shares	Weighted- Average Fair Value at Grant Date
Non-vested at beginning of the period	2,086,932	$	3.48	1,593,775	$	2.62
Granted(1)	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.

Employee Stock Purchase Plan—On March 11, 2020 the Company's Board of Directors adopted an Employee Stock Purchase Plan ("ESPP"). The ESPP was approved by the Company's stockholders on April 21, 2020. The ESPP provides eligible employees the opportunity to purchase shares of the Company's common stock through payroll deductions during six-month offering periods. The purchase price per share of common stock is 85% of the lower of the closing stock price on the first or last trading day of each offering period. The offering periods are January 1 to June 30 and July 1 to December 31. The maximum number of shares of common stock available for purchase under the ESPP is 500,000, subject to adjustment as provided under the ESPP. 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.

14. INCOME TAXES

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.

Table of Contents

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.

15. EARNINGS PER SHARE

Basic earnings per share (“EPS”) is computed based on the weighted-average number of shares of common stock outstanding. Diluted EPS is computed based on the weighted-average number of shares of common stock outstanding plus common stock equivalents, where dilutive. 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
Net income (loss)	$	1,010	$	(926)	$	1,343	$	1,825

Weighted-average shares outstanding—basic	43,405		44,190		43,582		44,503
Add shares issuable from stock-based awards(1)	919		—		997		2,208
Weighted-average shares outstanding—diluted	44,324		44,190		44,579		46,711

Basic earnings (loss) per share	$	0.02	$	(0.02)	$	0.03	$	0.04
Diluted earnings (loss) per share	$	0.02	$	(0.02)	$	0.03	$	0.04


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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this report. See also our consolidated financial statements and the notes thereto and the section entitled “Note Concerning Forward-Looking Statements” in our Annual Report on Form 10-K for the year ended December 31, 2022.

Information contained herein contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include, without limitation, information concerning our possible or assumed future financial condition, liquidity and results of operations, including expectations (financial or otherwise), our strategy, plans, objectives, expectations (financial or otherwise) and intentions, and growth potential. These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to: our ability to execute our tech-focused strategy; write-offs of goodwill, tradename and intangible assets; competition from existing and future competitors; changes in the recruiting and career services business and technologies, and the development of new products and services; failure to develop and maintain our reputation and brand recognition; failure to increase or maintain the number of

Table of Contents

customers who purchase recruitment packages; failure to attract qualified professionals or grow the number of qualified professionals who use our websites; inability to successfully integrate future acquisitions or identify and consummate future acquisitions; misappropriation or misuse of our intellectual property, claims against us for intellectual property infringement or the failure to enforce our ownership or use of intellectual property; failure of our businesses to attract, retain and engage users; unfavorable decisions in proceedings related to future tax assessments; taxation risks in various jurisdictions for past or future sales; significant downturn not immediately reflected in our operating results; our indebtedness and the potential inability to borrow funds under our Credit Agreement (as defined below); our ability to incur additional debt; covenants in our Credit Agreement; the development and use of artificial intelligence; failure to timely and efficiently scale and adapt our existing technology and network infrastructure; capacity constraints, systems failures or breaches of network security; the usefulness of our candidate profiles; decrease in user engagement; Internet search engine methodologies and their impact on our search result rankings; failure to halt the operations of websites that aggregate our data, as well as data from other companies; our reliance on third-party data hosting facilities; compliance with laws and regulations concerning collection, storage and use of professionals’ professional and personal information; U.S. regulation of the internet; a review of strategic alternatives may occur from time to time and the possibility that such review will not result in a transaction; loss of key executives and technical personnel and our ability to attract and retain key executives, including our CEO; increases in the unemployment rate, cyclicality or downturns in the United States or worldwide economies or the industries we serve, labor shortages, or job shortages; litigation related to infringement or other claims regarding our services or content; our ability to defend ownership of our intellectual property; global climate change; compliance with changing corporate governance requirements and costs incurred in connection with being a public company; compliance with the continued listing standards of the New York Stock Exchange (the “NYSE”); volatility in our stock price; failure to maintain internal controls over financial reporting; results of operations fluctuating on a quarterly and annual basis; and disruption resulting from unsolicited offers to purchase the company. These factors and others are discussed in more detail below and in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, under the headings “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

You should keep in mind that any forward-looking statement made by us herein, or elsewhere, speaks only as of the date on which it is made. New risks and uncertainties come up from time to time, and it is impossible to predict these events or how they may affect us. We have no obligation to update any forward-looking statements after the date hereof, except as required by federal securities laws.

In addition, information contained herein contains certain non-GAAP financial measures. These measures are not in accordance with, or an alternative for, measures in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). Such measures presented herein include adjusted earnings before interest, taxes, depreciation and amortization, and items such as non-cash stock-based compensation, gain or loss on investments, and certain other income or expense items, as defined. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" for definitions of these measures as well as reconciliations to the mostly directly comparable GAAP measure.

Overview

We are a provider of software products, online tools and services that deliver career marketplaces to candidates and employers in the United States. DHI’s brands, Dice and ClearanceJobs, enable recruiters and hiring managers to efficiently search, match and connect with highly skilled technologists in specialized fields, particularly technology and active government security clearance. Professionals find ideal employment opportunities, relevant job advice and personalized data that help manage their technologist lives.

In online recruitment, we specialize in employment categories in which there has been a long-term scarcity of highly skilled, highly qualified professionals relative to market demand, specifically technologists who work in a variety of industries or have active government security clearances. Our websites serve as online two-sided marketplaces where employers and recruiters source and connect with prospective employees, and where technologists find relevant job opportunities, data and information to further their careers. Our websites offer job postings, news and content, career development and recruiting services tailored to the specific needs of the professional community that each website serves.

We have been in the recruiting and career development business for over 30 years. Based on our operating structure, we have identified one reportable segment, Tech-focused, which includes the Dice and ClearanceJobs businesses and corporate related costs. The Dice and ClearanceJobs businesses and corporate related costs are aggregated into the Tech-focused reportable segment primarily because the Company does not have discrete financial information for those brands or costs.

Table of Contents

Recent Developments

Director Appointment

On July 26, 2023, Joseph Massaquoi, Jr. was appointed as a member of the Board of Directors of the Company and a member of the Audit Committee.

Chief Financial Officer Transition

On August 7, 2023, Kevin Bostick resigned from his position as the Chief Financial Officer of the Company, effective September 1, 2023. Mr. Bostick will continue to serve the Company through December 31, 2023 in order to help support a transition. Accordingly, on August 28, 2023 the Board of Directors of the Company appointed Art Zeile, the Company’s current President and Chief Executive Officer, to also serve as Interim Chief Financial Officer while the Company searched for a permanent Chief Financial Officer.

On October 25, 2023, the Board of Directors of the Company appointed Raime Leeby Muhle, as the Company’s Chief Financial Officer, effective December 4, 2023. Ms. Leeby Muhle will have overall responsibility for the Company’s financial organization, including financial planning, accounting, financial reporting, investor relations, treasury, internal audit and tax matters.

Our Revenue and Expenses

We derive the majority of our revenue from customers who pay fees, either annually, quarterly or monthly, to post jobs on our websites and to access our searchable databases of resumes. Our fees vary by customer based on the number of individual users of our databases of resumes, the number and type of job postings and profile views purchased and the terms of the packages purchased, which are predominately annual agreements. Our Company sells recruitment packages, which comprise approximately 90% or our total revenue, that can include access to our databases of resumes and job posting capabilities. We believe the key metrics that are material to an analysis of our businesses are our total number of Dice and ClearanceJobs recruitment package customers and the revenue, on average, that these customers generate. The Company's management uses these metrics to monitor the current and future activity of the businesses. The tables below detail this customer data.


	As of September 30,		Increase (Decrease)	Percent Change
Recruitment Package Customers:	2023	2022
Dice	5,752	6,409	(657)	(10)%
ClearanceJobs	2,054	2,030	24	1%



	Average Annual Revenue per Recruitment Package Customer(1)
	Three months ended September 30,								Nine months ended September 30,
	2023		2022		Increase		Percent Change		2023		2022		Increase		Percent Change
Dice	$	15,531	$	14,868	$	663	4	%	$	15,578	$	14,436	$	1,142	8	%
ClearanceJobs	$	21,422	$	19,308	$	2,114	11	%	$	20,928	$	18,816	$	2,112	11	%

(1) Calculated by dividing recruitment package customer revenue by the daily average count of recruitment package customers during each month, adjusted to reflect a 30-day month. The simple average of each month is used to derive the amount for each period and then annualized to reflect 12 months.

Dice had 5,752 recruitment package customers as of September 30, 2023, which was a decrease of 657, or 10%, and average annual revenue per recruitment package customer for Dice increased $663, or 4%, from the prior year quarter. The decrease in recruitment package customers was due to macroeconomic conditions causing customer counts to decline while the average annual revenue per recruitment package customer increased driven by strong retention rates as our larger recurring customers continue to renew with Dice. ClearanceJobs had 2,054 recruitment package customers as of September 30, 2023 compared to 2,030 as of September 30, 2022, an increase of 1%, and average annual revenue per recruitment package customer increased $2,114, or 11%, from the prior year quarter. The increases for ClearanceJobs were due to continued high demand for professionals with government clearance and consistent product releases and enhancements driving activity on the site.

Table of Contents

Deferred revenue, as shown on the condensed consolidated balance sheets, reflects customer billings made in advance of services being rendered. Backlog consists of deferred revenue plus customer contractual commitments not invoiced representing the value of future services to be rendered under committed contracts. We believe backlog to be an important measure of our business as it represents our ability to generate future revenue. A summary of our deferred revenue and backlog is as follows:


			Comparison to Prior Year End						Comparison Year Over Year
	9/30/2023		12/31/2022		Increase (Decrease)		Percent Change		9/30/2022		Increase (Decrease)		Percent Change
Deferred Revenue	$	48,844	$	50,864	$	(2,020)	(4)	%	$	52,252	$	(3,408)	(7)	%
Contractual commitments not invoiced	59,559		66,391		(6,832)		(10)	%	50,610		8,949		18	%
Backlog(1)	$	108,403	$	117,255	$	(8,852)	(8)	%	$	102,862	$	5,541	5	%

(1) Backlog consists of deferred revenue plus customer contractual commitments not invoiced representing the value of future services to be rendered under committed contracts.

Backlog at September 30, 2023 decreased $8.9 million from December 31, 2022 but increased $5.5 million from September 30, 2022. The decrease in backlog compared to December 31, 2022 is primarily due to macroeconomic conditions causing lower demand for the Company's services. The increase in backlog compared to September 30, 2022 is due to the Company's focus on signing multi-year contracts, partially offset by the macroeconomic conditions.

To a lesser extent, we also generate revenue from advertising on our various websites or from lead generation and marketing solutions provided to our customers. Advertisements include various forms of rich media and banner advertising, text links, sponsorships, and custom content marketing solutions. Lead generation information utilizes advertising and other methods to deliver leads to customers.

The Company continues to evolve and present new software products and features to attract and engage qualified professionals and match them with employers. Our ability to grow our revenue will largely depend on our ability to grow our customer bases in the markets in which we operate by acquiring new customers while retaining a high proportion of the customers we currently serve, and to expand the breadth of services our customers purchase from us. We continue to make investments in our business and infrastructure to help us achieve our long-term growth objectives, such as the innovative products in the table below.


Product Releases
2023						2022
Dice Premium Enhanced Company Profile, Dice Remote and Company Preferences, Dice Invite To Apply, Dice Matchscore on Jobs, Dice Connections						Dice New Job Apply Flow, Dice TalentSearch Time Zone Search, Dice TalentSearch Auto Talent Alerts, Dice iOS App Messaging
ClearanceJobs Comments, ClearanceJobs Expressed Interest, ClearanceJobs Enhanced Employer Profile, ClearanceJobs Mobile App						ClearanceJobs Multi-Factor Authentication, ClearanceJobs Live Video, ClearanceJobs Scheduled Broadcast Messages

Other material factors that may affect our results of operations include our ability to attract qualified professionals that become engaged with our websites and our ability to attract customers with relevant job opportunities. The more qualified professionals that use our websites, the more attractive our websites become to employers and advertisers, which in turn makes them more likely to become our customers, resulting positively on our results of operations. If we are unable to continue to attract qualified professionals to engage with our two-sided marketplaces, our customers may no longer find our services attractive, which could have a negative impact on our results of operations. Additionally, we need to ensure that our websites remain relevant in order to attract qualified professionals to our websites and to engage them in high-value tasks, such as posting resumes and/or applying for jobs.

The largest components of our expenses are personnel costs and marketing and sales expenditures. Personnel costs consist of salaries, benefits, and incentive compensation for our employees, including commissions for salespeople. Personnel costs are categorized in our statement of operations based on each employee’s principal function. Personnel costs incurred during the application development stage of internal use software and website development are recorded as fixed assets and amortized to

Table of Contents

depreciation expense in the statement of operations over the estimated useful life of the asset. Marketing expenditures primarily consist of online advertising, brand promotion and lead generation to employers and job seekers.

Critical Accounting Estimates

There have been no material changes to our critical accounting estimates as compared to the critical accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Three Months Ended September 30, 2023 Compared to the Three Months Ended September 30, 2022

Revenue


	Three Months Ended September 30,				Increase (Decrease)		Percent Change
	2023		2022
	(in thousands, except percentages)

Dice(1)	$	24,770	$	27,342	$	(2,572)	(9)	%
ClearanceJobs	12,663		11,185		1,478		13	%
Total revenue	$	37,433	$	38,527	$	(1,094)	(3)	%

(1) Includes Dice and Career Events

For the three months ended September 30, 2023, we experienced a decrease in revenue of $1.1 million, or 3%. Revenue at Dice decreased $2.6 million, or 9%, compared to the same period in 2022 due to macroeconomic conditions driving lower new business activity and lower activity with Dice's non-annual products. Revenues for ClearanceJobs increased $1.5 million, or 13%, as compared to the same period in 2022, primarily driven by continued high demand for professionals with government clearance and consistent product releases and enhancements driving activity on the site.

Cost of Revenue


	Three Months Ended September 30,						Increase		Percent Change
	2023			2022
	(in thousands, except percentages)
Cost of revenue	$	4,971		$	4,561		$	410	9	%
Percentage of revenue	13.3		%	11.8		%

Cost of revenue increased $0.4 million, or 9%, driven by an increase of $0.4 million from operational costs, including the amortization of cloud computing costs and software subscriptions.

Product Development Expenses


	Three Months Ended September 30,						Decrease		Percent Change
	2023			2022
	(in thousands, except percentages)
Product development	$	4,432		$	4,680		$	(248)	(5)	%
Percentage of revenue	11.8		%	12.1		%

Product development expenses decreased $0.2 million, or 5% from the prior year. The decrease was driven by a $1.0 million reduction in compensation related costs, primarily related to lower headcount and bonus expense. These decreases were partially offset by lower capitalized labor of $0.7 million as compared to the prior year period, which increases operating expenses.

Table of Contents

Sales and Marketing Expenses


	Three Months Ended September 30,						Decrease		Percent Change
	2023			2022
	(in thousands, except percentages)
Sales and marketing	$	14,036		$	14,992		$	(956)	(6)	%
Percentage of revenue	37.5		%	38.9		%

Sales and marketing expenses decreased $1.0 million, or 6% from the prior year. This decrease was driven by a $0.8 million decrease in discretionary marketing expenses and a $0.5 million decrease in compensation related costs, primarily related to lower headcount and bonus expense. The decrease was partially offset by a $0.3 million increase in operational costs, primarily consulting.

General and Administrative Expenses


	Three Months Ended September 30,						Decrease		Percent Change
	2023			2022
	(in thousands, except percentages)
General and administrative	$	7,210		$	8,668		$	(1,458)	(17)	%
Percentage of revenue	19.3		%	22.5		%

General and administrative expenses decreased $1.5 million, or 17% from the prior year. The decrease was driven by a $0.8 million decrease in compensation related costs, primarily related to lower headcount and bonus expense, and $0.5 million decrease in stock-based compensation and a $0.2 million decrease in operational costs, including bad debt expense.

Depreciation


	Three Months Ended September 30,						Decrease		Percent Change
	2023			2022
	(in thousands, except percentages)
Depreciation	$	4,241		$	4,408		$	(167)	(4)	%
Percentage of revenue	11.3		%	11.4		%

Depreciation expense decreased $0.2 million, or 4%, compared to the same period in 2022. The decrease was driven by the timing of assets being placed into service.

Restructuring


	Three Months Ended September 30,						Increase		Percent Change
	2023			2022
	(in thousands, except percentages)
Restructuring	$	302		$	—		$	302	n/a
Percentage of revenue	0.8		%	—		%

During the three months ended September 30, 2023, the Company recorded restructuring charges of $0.3 million as part of an organizational restructuring intended to streamline its operations, drive business objectives, reduce operating expenses and improve operating margins. The restructuring was announced in the second quarter of 2023 and included a reduction of the Company’s then-current workforce by approximately 10%. There were no restructuring charges during the three months ended September 30, 2022.

Table of Contents

Operating Income


	Three Months Ended September 30,						Increase (Decrease)		Percent Change
	2023			2022
	(in thousands, except percentages)
Revenue	$	37,433		$	38,527		$	(1,094)	(3)	%
Operating income	2,241			1,218			1,023		84	%
Operating margin	6.0		%	3.2		%

Operating income for the three months ended September 30, 2023 was $2.2 million, a positive margin of 6.0%, compared to operating income of $1.2 million, a positive margin of 3.2%, for the same period in 2022, an increase of $1.0 million. The increase in operating income and percentage margin was primarily driven by lower operational costs during the quarter.

Income from Equity Method Investment


	Three Months Ended September 30,						Decrease		Percent Change
	2023			2022
	(in thousands, except percentages)
Income from equity method investment	$	153		$	591		$	(438)	(74)	%
Percentage of revenue	0.4		%	1.5		%

During the three month periods ended September 30, 2023 and 2022, the Company recorded $0.2 million and $0.6 million, respectively, of income related to its proportionate share of eFinancialCareer's net income. The Company records its proportionate share of eFinancialCareer's net income three months in arrears. See note 7 for additional information.

Gain on Sale of Investment


	Three Months Ended September 30,						Increase		Percent Change
	2023			2022
	(in thousands, except percentages)
Gain on sale of investment	$	614		$	—		$	614	n/a
Percentage of revenue	1.6		%	—		%

During the three months ended September 30, 2023, the Company recognized a $0.6 million gain from sale of a portion of its investment in eFinancialCareers. See note 7 for additional information.

Impairment of Investment


	Three Months Ended September 30,						Decrease		Percent Change
	2023			2022
	(in thousands, except percentages)
Impairment of Investment	$	300		$	2,300		$	(2,000)	(87)	%
Percentage of revenue	0.8		%	6.0		%

During the three month periods ended September 30, 2023 and 2022, the Company recognized a $0.3 million and a $2.3 million, respectively, loss related to the impairment of an investment. See note 7 for additional information.

Interest Expense and Other


	Three Months Ended September 30,						Increase		Percent Change
	2023			2022
	(in thousands, except percentages)
Interest expense and other	$	939		$	447		$	492	110	%
Percentage of revenue	2.5		%	1.2		%

Table of Contents

Interest expense and other of $0.9 million increased $0.5 million, or 110%, from the prior year, primarily due to higher debt outstanding on our revolving credit facility during the current period and higher interest rates.

Income Taxes


	Three Months Ended September 30,
	2023			2022
	(in thousands, except percentages)
Income (loss) before income taxes	$	1,769		$	(938)
Income tax expense (benefit)	759			(12)
Effective tax rate	42.9		%	1.3		%

Our effective tax rate for the three months ended September 30, 2023, differed from the U.S. statutory rate due to tax expense of $0.1 million from deduction limitations on executive compensation and $0.1 million from a valuation allowance related to the impairment of an investment. The tax rate for the three months ended September 30, 2022, differed from the statutory rate due to tax benefits of $0.1 million each from the vesting of share-based compensation awards and research tax credits, and due to tax expense of $0.5 million from a valuation allowance related to the impairment of an investment.

Earnings per Share


	Three Months Ended September 30,
	2023		2022
	(in thousands, except per share amounts)


Net Income (loss)	$	1,010	$	(926)

Weighted-average shares outstanding - basic	43,405		44,190
Weighted-average shares outstanding - diluted	44,324		44,190



Diluted earnings (loss) per share	$	0.02	$	(0.02)

Diluted earnings (loss) per share was $0.02 and $(0.02) for the three months ended September 30, 2023 and 2022, respectively. The increase was primarily driven by the gain on sale of investment and lower operational costs.

Nine Months Ended September 30, 2023 Compared to the Nine Months Ended September 30, 2022

Revenue


	Nine Months Ended September 30,				Increase		Percent Change
	2023		2022
	(in thousands, except percentages)
Tech-focused
Dice (1)	$	77,952	$	78,799	$	(847)	(1)	%
ClearanceJobs	36,639		31,119		5,520		18	%
Total revenue	$	114,591	$	109,918	$	4,673	4	%

(1) Includes Dice U.S. and Career Events

We experienced an increase in revenue of $4.7 million, or 4%. Revenue at Dice decreased by $0.8 million, or 1%, compared to the prior year as bookings performance in 2022 delivered revenue for Dice early in 2023 but macroeconomic conditions in the first nine months of 2023 have driven lower new business activity and lower activity with Dice's non-annual products. Revenue at ClearanceJobs increased by $5.5 million, or 18%, as compared to the prior year, primarily driven by continued high demand for professionals with government clearance and consistent product releases and enhancements driving activity on the site.

Table of Contents

Cost of Revenue


	Nine Months Ended September 30,						Increase		Percent Change
	2023			2022
	(in thousands, except percentages)
Cost of revenue	$	14,839		$	12,841		$	1,998	16	%
Percentage of revenue	12.9		%	11.7		%

Cost of revenue increased $2.0 million, or 16%, driven by an increase of $1.1 million from higher compensation related costs and $0.9 million in operational costs, including the amortization of cloud computing costs and software subscriptions.

Product Development Expenses


	Nine Months Ended September 30,						Increase		Percent Change
	2023			2022
	(in thousands, except percentages)
Product development	$	13,284		$	12,982		$	302	2	%
Percentage of revenue	11.6		%	11.8		%

Product development increased $0.3 million, or 2%, driven by a decrease of $0.4 million in compensation related costs, primarily related to lower headcount and bonus expense, which was offset by lower capitalized labor of $0.7 million as compared to the prior year period, which increases operating expenses.

Sales and Marketing Expenses


	Nine Months Ended September 30,						Increase		Percent Change
	2023			2022
	(in thousands, except percentages)
Sales and marketing	$	44,819		$	43,207		$	1,612	4	%
Percentage of revenue	39.1		%	39.3		%

Sales and marketing expenses increased $1.6 million, or 4% from the prior year. The increase was driven by a $1.9 million increase in compensation related costs, including higher wages during the periods and an increase in the amortization of capitalized contract costs as commissions from the strong bookings performance during 2022 increased the amortization of capitalized contract costs during the current period. Also contributing to the increase was a $0.8 million increase in operational costs, primarily consulting. These increases were partially offset by a $1.4 million decrease in discretionary marketing expenses.

General and Administrative Expenses


	Nine Months Ended September 30,						Decrease		Percent Change
	2023			2022
	(in thousands, except percentages)
General and administrative	$	23,871		$	25,543		$	(1,672)	(7)	%
Percentage of revenue	20.8		%	23.2		%

General and administrative costs decreased $1.7 million, or 7%, from the prior year. The decrease was driven by a $1.6 million decrease in compensation related costs, primarily due to lower bonus expense in the current period.

Depreciation


	Nine Months Ended September 30,						Decrease		Percent Change
	2023			2022
	(in thousands, except percentages)
Depreciation	$	12,576		$	12,594		$	(18)	—	%
Percentage of revenue	11.0		%	11.5		%

Table of Contents

Depreciation expense is consistent with the prior year.

Restructuring


	Nine Months Ended September 30,						Increase		Percent Change
	2023			2022
	(in thousands, except percentages)
Restructuring	$	2,417		$	—		$	2,417	n/a
Percentage of revenue	2.1		%	—		%

During the nine months ended September 30, 2023, the Company recorded restructuring charges of $2.4 million as part of 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%. There were no restructuring charges during the nine months ended September 30, 2022.

Operating Income


	Nine Months Ended September 30,						Increase (Decrease)		Percent Change
	2023			2022
	(in thousands, except percentages)
Revenue	$	114,591		$	109,918		$	4,673	4	%
Operating income	2,785			2,751			34		1	%
Operating margin	2.4		%	2.5		%

Operating income and margin were primarily flat year over year. Higher revenues during the nine month period ended September 30, 2023 was offset by higher operating expenses resulting in operating margin being approximately flat.

Income from Equity Method Investment


	Nine Months Ended September 30,						Decrease		Percent Change
	2023			2022
	(in thousands, except percentages)
Income from equity method investment	$	428		$	1,107		$	(679)	(61)	%
Percentage of revenue	0.4		%	1.0		%

During the nine month periods ended September 30, 2023 and 2022, the Company recorded $0.4 million and $1.1 million, respectively, of income related to its proportionate share of eFinancialCareer's net income. The Company records its proportionate share of eFC's net income three months in arrears. See note 7 for additional information.

Gain on Sale of Investments


	Nine Months Ended September 30,						Increase		Percent Change
	2023			2022
	(in thousands, except percentages)
Gain on sale of investments	$	614		$	320		$	294	92	%
Percentage of revenue	0.5		%	0.3		%

During the nine month period ended September 30, 2023, the Company recognized a $0.6 million gain from a partial sale of its 40% common share interest in eFinancialCareers. During the nine month period ended September 30, 2022, the Company recognized a $0.3 million gain from the sale of its 40% common share interest in Rigzone. See note 7 for additional information.

Table of Contents

Impairment of Investment


	Nine Months Ended September 30,						Decrease		Percent Change
	2023			2022
	(in thousands, except percentages)
Impairment of investment	$	300		$	2,300		$	(2,000)	(87)	%
Percentage of revenue	0.3		%	2.1		%

During the nine month periods ended September 30, 2023 and 2022, the Company recognized a $0.3 million and $2.3 million, respectively, loss related to the impairment of an investment. See note 7 for additional information.

Interest Expense and Other


	Nine Months Ended September 30,						Increase		Percent Change
	2023			2022
	(in thousands, except percentages)
Interest expense and other	$	2,616		$	990		$	1,626	164	%
Percentage of revenue	2.3		%	0.9		%

Interest expense and other increased $1.6 million, or 164%, compared to the same period in 2022, due to higher debt outstanding on our revolving credit facility during the current period and higher interest rates.

Income Taxes


	Nine Months Ended September 30,
	2023			2022
	(in thousands, except percentages)
Income before income taxes	$	911		$	888
Income tax benefit	(432)			(937)
Effective tax rate	(47.4)		%	(105.5)		%

Our effective tax rate for the nine months ended September 30, 2023, differed from the U.S. statutory rate due to tax benefits of $0.4 million from the vesting of share-based compensation awards and $0.4 million from research tax credits. The tax rate for the nine months ended September 30, 2022, differed from the statutory rate due to tax benefits of $1.1 million from the vesting of share-based compensation awards.

Earnings (Loss) per Share


	Nine Months Ended September 30,
	2023		2022
	(in thousands, except per share amounts)
Net income	$	1,343	$	1,825

Weighted-average shares outstanding - basic	43,582		44,503
Weighted-average shares outstanding - diluted	44,579		46,711

Diluted earnings per share	$	0.03	$	0.04

Diluted earnings per share were $0.03 and $0.04 for the nine months ended September 30, 2023 and 2022, respectively. The lower current period earnings per share was driven by slightly lower net income, partially offset by lower diluted shares outstanding.

Table of Contents

Non-GAAP Financial Measures

We have provided certain non-GAAP financial information as additional measures for our operating results. These measures are not in accordance with, or an alternative for, measures in accordance with U.S. GAAP and may be different from similarly titled non-GAAP measures reported by other companies. We believe the presentation of non-GAAP measures, such as Adjusted EBITDA and Adjusted EBITDA Margin, provides useful information to management and investors regarding certain financial and business trends relating to our financial condition and results of operations.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures used by management to measure operating performance. Management uses Adjusted EBITDA and Adjusted EBITDA Margin as performance measures for internal monitoring and planning, including preparation of annual budgets, analyzing investment decisions and evaluating profitability and performance comparisons between us and our competitors. The Company also uses these measures to calculate amounts of performance-based compensation under the senior management incentive bonus program. Adjusted EBITDA represents net income plus (to the extent deducted in calculating such net income) interest expense, income tax expense, depreciation and amortization, and items such as non-cash stock-based compensation expense, losses resulting from certain dispositions outside the ordinary course of business including prior negative operating results of those divested businesses, certain write-offs in connection with indebtedness, impairment charges with respect to long-lived assets, expenses incurred in connection with an equity offering or any other offering of securities by the Company, extraordinary or non-recurring non-cash expenses or losses, losses from equity method investments, transaction costs in connection with the credit agreement, deferred revenue written off in connection with acquisition purchase accounting adjustments, write-off of non-cash stock-based compensation expense, impairment of investment, severance and retention costs related to dispositions and reorganizations of the Company, restructuring charges and losses related to legal claims and fees that are unusual in nature or infrequent, minus (to the extent included in calculating such net income) non-cash income or gains, including income from equity method investments, interest income, business interruption insurance proceeds, and any income or gain resulting from certain dispositions outside the ordinary course of business, including prior positive operating results of those divested businesses, and gains related to legal claims that are unusual in nature or infrequent.

Adjusted EBITDA Margin is computed as Adjusted EBITDA divided by revenue.

We also consider Adjusted EBITDA and Adjusted EBITDA Margin, as defined above, to be important indicators to investors because they provide information related to our ability to provide cash flows to meet future debt service, capital expenditures, working capital requirements, and to fund future growth. We present Adjusted EBITDA and Adjusted EBITDA Margin as supplemental performance measures because we believe that these measures provide our Board of Directors (the "Board"), management and investors with additional information to measure our performance, provide comparisons from period to period by excluding potential differences caused by variations in capital structures (affecting interest expense) and tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses), and to estimate our value.

We understand that although Adjusted EBITDA and Adjusted EBITDA Margin are frequently used by securities analysts, lenders and others in their evaluation of companies, Adjusted EBITDA and Adjusted EBITDA Margin have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our liquidity or results as reported under GAAP. Some limitations are:

•Adjusted EBITDA and Adjusted EBITDA Margin do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

•Adjusted EBITDA and Adjusted EBITDA Margin do not reflect changes in, or cash requirements for, our working capital needs;

•Adjusted EBITDA and Adjusted EBITDA Margin do not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our debt;

•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA and Adjusted EBITDA Margin do not reflect any cash requirements for such replacements; and

•Other companies in our industry may calculate Adjusted EBITDA and Adjusted EBITDA Margin differently than we do, limiting their usefulness as comparative measures.

To compensate for these limitations, management evaluates our liquidity by considering the economic effect of excluded expense items independently, as well as in connection with its analysis of cash flows from operations and through the use of

Table of Contents

other financial measures, such as capital expenditure budget variances, investment spending levels and return on capital analysis.

Adjusted EBITDA and Adjusted EBITDA Margin are not measurements of our financial performance under GAAP and should not be considered as an alternative to revenue, operating income, net income, net income margin, cash provided by operating activities, or any other performance measures derived in accordance with GAAP as a measure of our profitability or liquidity.

A reconciliation of Adjusted EBITDA for the nine months ended September 30, 2023 and 2022 follows (in thousands):


	Nine Months Ended September 30,
	Dollars
	2023		2022
Reconciliation of Net Income to Adjusted EBITDA:
Net income	$	1,343	$	1,825
Interest expense	2,616		990
Income tax benefit	(432)		(937)
Depreciation	12,576		12,594
Non-cash stock-based compensation	7,273		7,188
Income from equity method investment	(428)		(1,107)
Gain on sale of investments	(614)		(320)
Impairment of investment	300		2,300
Severance and related costs	1,140		319
Restructuring	2,417		—
Adjusted EBITDA	$	26,191	$	22,852

Reconciliation of cash provided by operating activities to Adjusted EBITDA
Net cash provided by operating activities	$	13,724	$	28,686
Interest expense	2,616		990
Amortization of deferred financing costs	(109)		(110)
Income tax benefit	(432)		(937)
Deferred income taxes	3,179		3,682
Change in accrual for unrecognized tax benefits	(388)		(208)
Change in accounts receivable	(2,236)		476
Change in deferred revenue	2,020		(6,106)
Severance and related costs	1,140		319
Restructuring	2,417		—
Changes in working capital and other	4,260		(3,940)
Adjusted EBITDA	$	26,191	$	22,852

A reconciliation of Adjusted EBITDA Margin for the nine months ended September 30, 2023 and 2022 follows (in thousands):


	Nine Months Ended September 30,
	2023			2022
Revenue	$	114,591		$	109,918

Net income	$	1,343		$	1,825
Net income margin(1)	1		%	2		%

Adjusted EBITDA	$	26,191		$	22,852
Adjusted EBITDA Margin(1)	23		%	21		%
(1) Net income margin and Adjusted EBITDA Margin are calculated by dividing the respective measure by that period's revenue.

Table of Contents

Liquidity and Capital Resources

Cash Flows

A summary of our cash flows for the nine months ended September 30, 2023 and 2022 follows (in thousands):


	Nine Months Ended September 30,
	2023		2022
Cash from operating activities	$	13,724	$	28,686
Cash used in investing activities	$	(10,047)	$	(13,073)
Cash used in financing activities	$	(2,959)	$	(13,305)

We have financed our operations primarily through cash provided by operating activities and borrowings under our revolving credit facility. At September 30, 2023, we had cash of $3.7 million compared to $3.0 million at December 31, 2022.

Liquidity

Our principal internal sources of liquidity are cash, as well as the cash flow that we generate from our operations. In addition, we had $60.0 million in borrowing capacity under our $100.0 million Credit Agreement, as defined below, at September 30, 2023, subject to certain availability limits including our consolidated leverage ratio, which generally limits borrowings to 2.5 times annual Adjusted EBITDA levels, as defined in the Credit Agreement. We believe that our existing cash, cash generated from our continuing operations and available borrowings under our Credit Agreement will be sufficient to satisfy our currently anticipated cash requirements through at least the next 12 months and the foreseeable future thereafter. However, it is possible that one or more lenders under the Credit Agreement may refuse or be unable to satisfy their commitment to lend to us, we may violate one or more of our covenants or financial ratios contained in our Credit Agreement or we may need to refinance our debt and be unable to do so. In addition, our liquidity could be negatively affected by a decrease in demand for our products and services and the ability of our customers to pay for current or future services. We may also make acquisitions and may need to raise additional capital through future debt financings or equity offerings to the extent necessary to fund such acquisitions, which we may not be able to do on a timely basis or on terms satisfactory to us or at all.

Operating Activities

Net cash flows from operating activities primarily consist of net income adjusted for certain non-cash items, including depreciation, amortization, changes in deferred tax assets and liabilities, stock-based compensation, income from equity method investments, gain or impairments on investments, and the effect of changes in working capital. Net cash flows from operating activities were $13.7 million and $28.7 million for the nine-month periods ended September 30, 2023 and 2022, respectively. Cash inflow from operations is driven by earnings and is dependent on the amount and timing of payments to vendors and employees and billings to and cash collections from our customers. Cash provided by operating activities during the 2023 period decreased $15.0 million compared to the same period of 2022 due to higher overall headcount during the period, including severance paid in the 2023 period related to the restructuring, the timing of bonus payments, the timing of payments to vendors and billings to and cash collections from our customers.

Investing Activities

Cash used in investing activities during the nine-month period ended September 30, 2023 was $10.0 million compared to $13.1 million used in the same period of 2022. Cash used in investing activities in the nine-month period ended September 30, 2023 decreased from the comparable 2022 period due to cash received from sale of investment, partially offset by higher purchases of fixed assets.

Financing Activities

Cash used in financing activities during the nine-month ended September 30, 2023 was $3.0 million and was driven by $10.0 million of net proceeds on long-term debt, partially offset by $13.0 million, net, related to share repurchases. Cash used in financing activities during the nine-month period ended September 30, 2022 was $13.3 million and was driven by $7.0 million of net proceeds on long-term debt, and offset by $19.8 million, net, related to share repurchases and $0.5 million from financing costs paid.

Table of Contents

Financing and Capital Requirements

Credit Agreement

We have a $100 million revolving credit facility, which matures June 2027, with $40.0 million of borrowings on the facility at September 30, 2023, leaving $60.0 million available for future borrowings, subject to the terms of the Credit Agreement. Borrowings under the Credit Agreement denominated in U.S. dollars bear interest, payable at least quarterly, at the Company’s option, at the Secured Overnight Financing Rate ("SOFR") or a base rate, plus a margin. Borrowings under the credit agreement denominated in pounds sterling, if any, bear interest at the Sterling Overnight Index Average ("SONIA") rate plus a margin. The margin ranges from 2.00% to 2.75% on SOFR and SONIA loans and 1.00% to 1.75% on base rate loans, determined by the Company's most recent consolidated leverage ratio, plus an additional spread of 0.10%. 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. Assuming an interest rate of 7.67% (the rate in effect on September 30, 2023) on our current borrowings, interest payments are expected to be $0.8 million from October 1, 2023 to December 31, 2023, $3.1 million in each of 2024, 2025 and 2026 and $1.5 million in 2027. 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. As of September 30, 2023, the Company was in compliance with all of the financial covenants under the Credit Agreement. Refer to Note 10 in the notes to the condensed consolidated financial statements and Item 3. "Quantitative and Qualitative Disclosures about Market Risk - Interest Rate Risk."

Contractual Obligations

The Company has operating leases for corporate office space and certain equipment. The leases have terms from one year to eleven years, some of which include options to renew the lease, and are included in the lease term when it is reasonably certain that the Company will exercise the option. No leases include options to purchase the leased property. As of September 30, 2023, the value of our lease right-of-use asset was $5.1 million and the value of our lease liability was $8.0 million. See note 6 to the condensed consolidated financial statements for further information.

We make commitments to purchase advertising from online vendors, which we pay for on a monthly basis. We have no significant long-term obligations to purchase a fixed or minimum amount with these vendors.

Other Capital Requirements

As of September 30, 2023, we recorded approximately $1.2 million of unrecognized tax benefits as liabilities, and we are uncertain if or when such amounts may be settled. Related to the unrecognized tax benefits considered permanent differences, we have also recorded a liability for potential penalties and interest. Included in the balance of unrecognized tax benefits at September 30, 2023 are $1.2 million of tax benefits that would affect the effective tax rate if recognized. The Company believes it is reasonably possible that as much as $0.2 million of its unrecognized tax benefits may be recognized in the next 12 months.

The Board previously approved a stock repurchase program that permits the Company to repurchase its common stock. As of September 30, 2023, the value of shares available to be purchased under the current plan was $4.8 million. Management has discretion in determining the conditions under which shares may be purchased from time to time. See note 12 of the notes to the condensed consolidated financial statements for further information.

We anticipate capital expenditures for the year ending December 31, 2023 to be approximately $21 million to $23 million. The increase over prior periods is due to the additional investments in the development of new products and features and leasehold improvements. We intend to use operating cash flows to fund capital expenditures.

Cyclicality

The labor market and certain of the industries that we serve have historically experienced short-term cyclicality. However, we believe that online career websites and marketplaces continue to provide economic and strategic value to the labor market and industries that we serve.

Any slowdown in recruitment activity that occurs could negatively impact our revenue and results of operations. For instance, the COVID-19 pandemic resulted in a slowdown of recruiting activity in 2020, which negatively impacted our business.

Table of Contents

Alternatively, a decrease in the unemployment rate or a labor shortage, including as a result of an increase in job turnover, generally means that employers (including our customers) are seeking to hire more individuals, which would generally lead to more job postings and database licenses and have a positive impact on our revenue and results of operations. Based on historical trends, improvements in labor markets and the need for our services generally lag behind overall economic improvements. Additionally, there has historically been a lag from the time customers begin to increase purchases of our recruitment services and the impact to our revenue due to the recognition of revenue occurring over the length of the contract, which can be several months to over a year.

From time to time, we see market slowdowns, which can lead to lower demand for recruiting technologists and security cleared professionals.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We have exposure to financial market risks, including changes in foreign currency exchange rates, interest rates, and other relevant market prices.

Foreign Exchange Risk

Our operations are conducted within the United States. As a result, our current operations are not subject to foreign exchange risk

The Company's investment in eFC, as described in note 7 to the condensed consolidated financial statements, which is recorded under the equity method of accounting, subjects the Company to foreign exchange risk because the functional currency of eFC is the British Pound Sterling. Accordingly, the Company must translate its share of eFC's net income into United States dollars. The foreign currency translation related to the Company's share of eFC's net income is not expected to be significant.

Interest Rate Risk

We have interest rate risk primarily related to borrowings under our Credit Agreement. Borrowings under the Credit Agreement denominated in U.S. dollars bear interest, payable at least quarterly, at the Company’s option, at the SOFR or a base rate, plus a margin. Borrowings under the Credit Agreement denominated in pounds sterling, if any, bear interest at the SONIA rate plus a margin. The margin ranges from 2.00% to 2.75% on SOFR and SONIA loans and 1.00% to 1.75% on base rate loans, as determined by our most recent consolidated leverage ratio. As of September 30, 2023, we had outstanding borrowings of $40.0 million under our Credit Agreement. A hypothetical increase of 1.0% on these variable rate borrowings would have increased our interest expense for the three and nine month periods ended September 30, 2023 by approximately $0.1 million and $0.3 million, respectively.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under supervision and with the participation of our Chief Executive Officer (“CEO”) and our Interim Chief Financial Officer (“CFO”), has conducted an evaluation (pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act) as of the end of the fiscal period covered by this report.

These disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Exchange Act and in the rules and forms of the SEC. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that this information is accumulated and communicated to management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Based on such evaluations, our CEO and CFO have concluded that the disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the SEC, and that such information is accumulated and

Table of Contents

communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls

No change in our internal controls over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) occurred during the quarter ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Table of Contents

PART II

Item 1. Legal Proceedings

From time to time we may be involved in disputes or litigation relating to claims arising out of our operations. Except as noted in Note 11 of the notes to condensed consolidated financial statements, we are currently not a party to any material pending legal proceedings.

Item 1A. Risk Factors

We have disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K the risk factors which materially affect our business, financial condition or results of operations. As of November 1, 2023, there have been no material changes from the risk factors previously disclosed. You should carefully consider the risk factors set forth in the Annual Report on Form 10-K and the other information set forth elsewhere in this Quarterly Report on Form 10-Q. You should be aware that these risk factors and other information may not describe every risk facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Repurchases of Equity Securities

Stock Repurchase Plans—Our Board approved a stock repurchase program that permits the Company to repurchase our 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 tables reflect purchases of the Company's common stock pursuant to the Company's stock repurchase plans and reflect the related stock repurchase plans, both of which were approved by the Board:


Period	(a) Total Number of Shares Purchased (1)	(b) Average Price Paid per Share (2)		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)	(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 through July 31, 2023	112,118	$	3.71	—	$	4,796,796
August 1 through August 31, 2023	—	$	—	—	$	4,796,796
September 1 through September 30, 2023	22,123	$	3.85	—	$	4,796,796
Total	134,241			—	$	4,796,796

(1) Total number of shares purchased includes shares withheld to satisfy employee income tax obligations upon the vesting of restricted stock awards.

(2) Average price paid per share includes costs associated with the repurchases.

(3) Total number of shares purchased as part of publicly announced plans or programs includes shares purchased under our stock repurchase plans described above. As noted above, the stock repurchase plans approved by the Board are presented in the table immediately following.

Table of Contents

February 2021 to June 2022(1)

February 2022 to February 2023(2)

February 2023 to February 2024(3)

Approval Date

February 2021

February 2022

February 2023

Authorized Repurchase Amount of Common Stock

$20 million

$15 million

$10 million

(2) During February 2023, the $15.0 million stock repurchase program approved in February 2022 expired with a total of 2.6 million shares purchased for $14.7 million.

Table of Contents

Item 5. Other Information

During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulations S-K.

Table of Contents

Item 6. Exhibits


3.1						Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-33584) filed on July 23, 2007).
3.2						Second Amended and Restated By-laws (incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-33584) filed on March 9, 2016).
3.3						Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective April 21, 2015 (incorporated by reference from Exhibit 3.1 to Company's Current Report on Form 8-K (File No. 001-33584) filed on April 21, 2015).
4.1						Specimen Stock Certificate (incorporated by reference from Exhibit 4.1 to Amendment No. 4 to the Company's Registration Statement on Form S-1 (File No. 333-141876) filed on June 22, 2007).
10.1+						General Release, dated as of August 10, 2023, between DHI Group, Inc. and Kevin Bostick (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-33584), filed on August 28, 2023).
31.1*						Certifications of Art Zeile, Chief Executive Officer and Interim Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**						Certifications of Art Zeile, Chief Executive Officer and Interim Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						XBRL Taxonomy Extension Schema Document.
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

_______________


*						Filed herewith.
**						Furnished herewith
+						Identifies a management contract or compensatory plan or arrangement

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

November 1, 2023

DHI Group, Inc.

Registrant

By:

/S/ Art Zeile

Art Zeile
President, Chief Executive Officer and Interim Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)