~~______________________________________________~~


FORM 10-Q



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



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

______________________________________________



Delaware		20-3179218
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
6465 South Greenwood Plaza, Suite 400		80111
~~1040 Avenue of the Americas, 8~~^th~~Floor~~ Centennial, Colorado		(Zip Code)
~~New York, New York~~	~~10018~~
(Address of principal executive offices)	~~(Zip Code)~~

(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 R☑ No £☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files). Yes R☑ 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 filerR☑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 R☑

As of ~~October 27, 2017,~~May 5, 2023, there were ~~50,243,869~~47,430,469 shares of the registrant’s common stock, par value $.01 per share, outstanding.



		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Unaudited Financial Statements	2
	Condensed Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016~~2022
	Condensed Consolidated Statements of Operations for the ~~three and nine month~~three-month periods ended ~~September 30, 2017~~March 31, 2023 and ~~2016~~2022
	Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~ for the ~~three and nine month~~three-month periods ended ~~September 30, 2017~~March 31, 2023 and ~~2016~~2022
	Condensed Consolidated Statements of Stockholders' Equity for the three-month periods ended March 31, 2023 and 2022
	Condensed Consolidated Statements of Cash Flows for the ~~nine month~~three-month periods ended ~~September 30, 2017~~March 31, 2023 and ~~2016~~2022
	Notes to Condensed Consolidated Financial Statements

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1718

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3028

Item 4.	Controls and Procedures	3128

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	3130

Item 1A.	Risk Factors	3130

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3230

Item 5.	Other Information	3332

Item 6.	Exhibits	3433

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

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)


	March 31, 2023		December 31, 2022
ASSETS
Current assets
Cash	$	5,368	$	3,006
Accounts receivable, net of allowance for doubtful accounts of $985 and $1,374	24,980		20,494
Prepaid and other current assets	3,815		4,294
Total current assets	34,163		27,794
Fixed assets, net	21,879		21,252
Capitalized contract costs	8,994		9,677
Operating lease right-of-use assets	6,088		6,581
Investments	5,968		5,646
Acquired intangible assets	23,800		23,800
Goodwill	128,100		128,100
Other assets	4,017		3,854
Total assets	$	233,009	$	226,704
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	12,403	$	23,818
Deferred revenue	58,079		50,121
Income taxes payable	280		34
Operating lease liabilities	—		105
Total current liabilities	70,762		74,078
Deferred revenue	765		743
Operating lease liabilities	8,007		8,428
Long-term debt	46,000		30,000
Deferred income taxes	4,667		5,515
Accrual for unrecognized tax benefits	829		769
Other long-term liabilities	727		932
Total liabilities	131,757		120,465
Commitments and Contingencies (Note 10)
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: 78,833 and 76,442 shares, respectively; outstanding: 48,117 and 47,367 shares, respectively	790		766
Additional paid-in capital	254,495		251,632
Accumulated other comprehensive loss	(331)		(481)
Accumulated earnings	29,197		28,405
Treasury stock, 30,716 and 29,075 shares, respectively	(182,899)		(174,083)
Total stockholders’ equity	101,252		106,239
Total liabilities and stockholders’ equity	$	233,009	$	226,704
See accompanying notes to the condensed consolidated financial statements.

September 30,
2017 December 31, 2016
ASSETS
Current assets
Cash $ 22,086
$ 22,987
Accounts receivable, net of allowance for doubtful accounts of $1,769 and $3,181 33,146
43,148
Income taxes receivable 2,141
731
Prepaid and other current assets 4,482
3,312
Total current assets 61,855
70,178
Fixed assets, net 17,119
16,610
Acquired intangible assets, net 47,440
49,120
Goodwill 176,641
171,745
Deferred income taxes 365
306
Other assets 2,584
2,136
Total assets $ 306,004
$ 310,095
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses $ 20,572
$ 20,220
Deferred revenue 81,823
84,615
Income taxes payable 1,302
3,467
Total current liabilities 103,697
108,302
Long-term debt, net 68,402
84,760
Deferred income taxes 7,909
7,901
Accrual for unrecognized tax benefits 4,871
2,513
Other long-term liabilities 2,809
2,736
Total liabilities 187,688
206,212
Commitments and contingencies (Note 7)

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 82,880 and 81,989 shares, respectively; outstanding: 50,265 and 49,591 shares, respectively 829
820
Additional paid-in capital 373,203
366,247
Accumulated other comprehensive loss (27,623 ) (32,276 )
Accumulated earnings 48,018
44,078
Treasury stock, 32,615 and 32,398 shares, respectively (276,111 ) (274,986 )
Total stockholders’ equity 118,316
103,883
Total liabilities and stockholders’ equity $ 306,004
$ 310,095

~~See accompanying notes to the condensed consolidated financial statements.~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Revenues $ 52,424
$ 56,073
$ 157,014
$ 172,032
Operating expenses:
Cost of revenues 7,616
7,943
22,681
24,557
Product development 6,423
6,018
19,230
19,323
Sales and marketing 19,988
19,425
59,638
58,573
General and administrative 9,454
10,101
30,779
32,822
Depreciation 2,576
2,478
7,703
7,639
Amortization of intangible assets 554
1,570
1,686
6,106
Impairment of goodwill —
15,369
—
15,369
Impairment of fixed and intangible assets 2,226
9,252
2,226
9,252
Disposition related and other costs (Note 9) 1,049
—
2,236
3,347
Total operating expenses 49,886
72,156
146,179
176,988
Operating income (loss) 2,538
(16,083 ) 10,835
(4,956 )
Interest expense (1,173 ) (901 ) (2,777 ) (2,593 )
Other expense (3 ) (1 ) (10 ) (33 )
Income (loss) before income taxes 1,362
(16,985 ) 8,048
(7,582 )
Income tax (benefit) expense 304
(144 ) 3,828
3,294
Net income (loss) $ 1,058
$ (16,841 ) $ 4,220
$ (10,876 )

Basic earnings (loss) per share $ 0.02
$ (0.35 ) $ 0.09
$ (0.22 )
Diluted earnings (loss) per share $ 0.02
$ (0.35 ) $ 0.09
$ (0.22 )

Weighted-average basic shares outstanding 48,021
47,719
47,858
48,596
Weighted-average diluted shares outstanding 48,502
47,719
48,397
48,596


	Three Months Ended March 31,
	2023		2022
Revenues	$	38,620	$	34,334

Operating expenses:
Cost of revenues	4,912		4,099
Product development	4,694		3,942
Sales and marketing	16,060		13,941
General and administrative	8,208		7,766
Depreciation	4,173		3,958
Total operating expenses	38,047		33,706
Operating income	573		628
Income from equity method investment	171		155
Interest expense and other	(798)		(245)
Income (loss) before income taxes	(54)		538
Income tax benefit	(514)		(763)
Net income	$	460	$	1,301

Basic earnings per share	$	0.01	$	0.03
Diluted earnings per share	$	0.01	$	0.03

Weighted-average basic shares outstanding	43,886		44,702
Weighted-average diluted shares outstanding	45,240		47,170

See accompanying notes to the condensed consolidated financial statements.

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net income (loss) $ 1,058
$ (16,841 ) $ 4,220
$ (10,876 )

Foreign currency translation adjustment 1,782
(2,221 ) 4,653
(8,857 )
Total other comprehensive income (loss) 1,782
(2,221 ) 4,653
(8,857 )
Comprehensive income (loss) $ 2,840
$ (19,062 ) $ 8,873
$ (19,733 )


	Three Months Ended March 31,
	2023		2022
Net income	$	460	$	1,301

Other comprehensive income:
Foreign currency translation adjustment	150		8
Total other comprehensive income	150		8
Comprehensive income	$	610	$	1,309

See accompanying notes to the condensed consolidated financial statements.


	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


	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

See accompanying notes to the condensed consolidated financial statements.

Nine Months Ended September 30,
2017 2016
Cash flows from operating activities:
Net income (loss) 4,220
(10,876 )
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation 7,703
7,639
Amortization of intangible assets 1,686
6,106
Deferred income taxes (23 ) (1,977 )
Amortization of deferred financing costs 642
243
Stock based compensation 6,275
8,750
Impairment of goodwill —
15,369
Impairment of fixed and intangible assets 2,226
9,252
Change in accrual for unrecognized tax benefits 2,358
166
Loss on sale of business —
639
Changes in operating assets and liabilities:
Accounts receivable 10,607
8,047
Prepaid expenses and other assets (1,041 ) (618 )
Accounts payable and accrued expenses (152 ) (3,430 )
Income taxes receivable/payable (3,599 ) (1,682 )
Deferred revenue (3,774 ) (493 )
Other, net 51
(123 )
Net cash flows from operating activities 27,179
37,012
Cash flows used in investing activities:
Cash received from sale of business —
2,429
Purchases of fixed assets (10,160 ) (8,461 )
Purchase of cost method investments (500 ) —
Net cash flows used in investing activities (10,660 ) (6,032 )
Cash flows used in financing activities:
Payments on long-term debt (17,000 ) (26,000 )
Proceeds from long-term debt —
17,000
Payments under stock repurchase plan —
(26,179 )
Proceeds from stock option exercises 403
2,664
Purchase of treasury stock related to vested restricted stock and performance stock units (1,125 ) (2,779 )
Net cash flows used in financing activities (17,722 ) (35,294 )
Effect of exchange rate changes 302
(315 )
Net change in cash for the period (901 ) (4,629 )
Cash, beginning of period 22,987
34,050
Cash, end of period $ 22,086
$ 29,421


	Three Months Ended March 31,
	2023		2022
Cash flows from (used in) operating activities:
Net income	$	460	$	1,301
Adjustments to reconcile net income to net cash flows from (used in) operating activities:
Depreciation	4,173		3,958
Deferred income taxes	(848)		(1,823)
Amortization of deferred financing costs	36		37
Stock-based compensation	2,887		2,235
Income from equity method investment	(171)		(155)
Change in accrual for unrecognized tax benefits	60		93
Changes in operating assets and liabilities:
Accounts receivable	(4,153)		(3,820)
Prepaid expenses and other assets	279		386
Capitalized contract costs	683		(483)
Accounts payable and accrued expenses	(11,382)		(3,941)
Income taxes receivable/payable	247		954
Deferred revenue	7,981		10,640
Other, net	(241)		(164)
Net cash flows from operating activities	11		9,218
Cash flows used in investing activities:
Purchases of fixed assets	(4,833)		(4,091)
Net cash flows used in investing activities	(4,833)		(4,091)
Cash flows from (used in) financing activities:
Payments on long-term debt	(3,000)		(4,000)
Proceeds from long-term debt	19,000		14,000
Payments under stock repurchase plan	(3,521)		(7,499)
Purchase of treasury stock related to vested restricted and performance stock units	(5,295)		(4,202)
Net cash flows from (used in) financing activities	7,184		(1,701)
Net change in cash for the period	2,362		3,426
Cash, beginning of period	3,006		1,540
Cash, end of period	$	5,368	$	4,966

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements of DHI Group, Inc. (“DHI” or the “Company” or "we" or "us") have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange ~~Commission.~~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, ~~2016~~2022 included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016~~2022 (the “Annual Report on Form 10-K”). Operating results for the ~~nine month~~three-month period ended ~~September 30, 2017~~March 31, 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~~three-month period ended ~~September 30, 2017, except that~~March 31, 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 and the Company ~~changed its reportable segments in~~no longer has revenues and long-lived assets, which includes fixed assets and lease right of use assets, outside of the ~~third quarter of 2017 as described in note 11 to the Condensed Consolidated Financial Statements.~~United States.

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2014-09 (“Topic 606”), Revenue from Contracts with Customers. Topic 606 supersedes the revenue recognition requirements in Accounting Standards Codification Topic 605, Revenue Recognition, and requires entities to measure and recognize revenue and the related cash flows it expects to be entitled for the transfer of promised goods or services to customers and requires an entity to recognize the incremental costs of obtaining a contract with a customer as an asset if the entity expects to recover those costs over time. Topic 606 becomes effective for reporting periods beginning after December 15, 2017. Late in 2016, the Company initiated a project team to evaluate the impact of this standard, document the considerations for each revenue stream and begin the implementation process. The analysis identifying areas that will be impacted by the new guidance is substantially complete. As a result of the evaluation performed, the Company expects that there will be certain limited changes to the timing of revenue recognition for job posting and resume search over the contract period, primarily in the Healthcare segment, along with the deferral of certain commission expenses.

DHI will adopt Topic 606 as of January 1, 2018, and expects to use the modified retrospective transition method applied to those contracts which were not completed as of that date. Upon adoption, the Company expects to recognize the cumulative effect of adopting this guidance as an adjustment to the opening balance of retained earnings. Prior periods will not be retrospectively adjusted. The cumulative effect of adoption is not expected to be material related to revenues. The Company is still evaluating the impact of adoption related to incremental costs.

~~In March~~June 2016, the FASB issued ASU No. ~~2016-09,~~ ~~Improvements to Employee Share-Based Payment Accounting~~.~~The Company adopted the standard during the three months ended March 31, 2017. The new standard requires all income tax effects~~2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of awards to be recognized in the income statement when the awards vest or are settled, rather than in additional paid-in capital. Accordingly, the new standard eliminates the requirement to reclassify excess tax benefits from operating activities to financing activities in the statement of cash flows. Additionally, the Company can now make a policy election toCredit Losses on Financial Instruments. ASU 2016-13 changes how entities will account for ~~forfeitures as they occur. Amendments requiring recognition~~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 ~~excess tax benefits~~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 ~~tax deficiencies~~annual reporting periods in the income statement were applied prospectively. The tax effect of awards vested resulted in income tax expense of $0.1 million and $0.9 million during the three and nine months ended September 30, 2017, respectively. The Company recast prior year cash flows to reflect the excess tax benefit as an operating activity, resulting in a reclassification of $0.4 million from “Excess tax benefit over book expense from stock based compensation” to “Income taxes receivable/payable” on the Condensed Consolidated Statements of Cash Flows. The Company will record forfeitures as they occur, rather than estimating in advance.fiscal years beginning after December 15, 2022 for Smaller Reporting Companies. On January 1, ~~2017,~~2023, under

~~Table of Contents~~

~~DHI GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

the modified retrospective ~~transition~~ method as required by the standard, the Company recorded a cumulative-effect adjustment of $0.3 million to ~~decrease~~increase accumulated earnings and ~~increase additional paid-in capital~~reduce the allowance for doubtful accounts. Prior period amounts were not adjusted, and will continue to ~~remove estimated forfeitures on all outstanding equity awards after December 31, 2016.~~

~~In January 2017,~~be reported under the ~~FASB issued ASU No. 2017-04,~~ ~~Intangibles-Goodwill and Other~~. The new standard eliminates Step 2 from the goodwill impairment test and now requires the Company to compare the fair value of a reporting unit with its carrying amount. The Company should recognize an impairment chargeaccounting standards in effect for the amount by which the carrying amount exceeds the fair value. The standard is effective for fiscal years beginning after December 15, 2019. In the event an impairment is indicated, the Company will consider early adopting the new impairment standard.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.

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DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The carrying amounts reported in the ~~Condensed Consolidated Balance Sheets~~condensed consolidated balance sheets for cash, accounts receivable, other assets, accounts payable and accrued expenses and long-term debt approximate their fair values. ~~The~~Investments, non-current that were carried at fair value, prior to the conversion to preferred shares as described in Note 6, 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 ~~long-term debt was estimated using present value techniques and market based interest rates and credit spreads.~~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 ~~third quarter~~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.

The Company recognizes revenue when control of ~~2017,~~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 March 31,
	2023		2022
Dice(1)	$	26,910	$	24,634
ClearanceJobs	11,710		9,700
Total	$	38,620	$	34,334

(1) Includes Dice and Career Events

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


	As of March 31, 2023		As of December 31, 2022

Receivables	$	24,980	$	20,494
Short-term contract liabilities (deferred revenue)	58,079		50,121
Long-term contract liabilities (deferred revenue)	765		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 ~~performed an in-depth review of~~elected the getTalent product and the market outlook due to slow sales of the product and the high cost of development. Based on the review, the Company determined the required investments to competitively position the product were too high.practical expedient, where applicable. As a result, the ~~product offering was canceled. As required under FASB ASC 360,~~ ~~Impairment or Disposal of Long-Lived Assets,~~ ~~an impairment loss shall be recognized only if~~Company does not consider the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The long-lived assets of getTalent were tested for recoverability. This process resulted in an impairment of capitalized website development costs of $2.2 million, which reduced the net book value of assets related to getTalent to zero.

~~In the third quarter of 2017, pursuant to the achievement of certain performance milestones, the Company purchased additional preferred stock representing a 2.3% interest in the fully diluted shares~~effects of a ~~leading tech skills assessment company for $0.5 million, bringing its total interest~~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 ~~10.0%. The Company has recorded~~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 ~~investment using the cost method, which is included in the Other assets section of the Condensed Consolidated Balance Sheets.~~contracts.

~~5. ACQUIRED INTANGIBLE ASSETS, NET~~

~~Below is a summary of the major acquired intangible assets (in thousands):~~

As of September 30, 2017
Total Cost
Accumulated
Amortization

Foreign
Currency
Translation
Adjustment

Acquired
Intangible
Assets, Net
Technology $ 5,228
$ (4,597 ) $ (631 ) $ —
Trademarks and brand names—Dice 39,000
—
—
39,000
Trademarks and brand names—Other 13,394
(8,436 ) (2,185 ) 2,773
Customer lists 14,500
(6,721 ) (2,112 ) 5,667
Candidate and content database 8,857
(8,354 ) (503 ) —
Acquired intangible assets, net $ 80,979
$ (28,108 ) $ (5,431 ) $ 47,440

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DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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


	Three Months Ended
	March 31, 2023		March 31, 2022
Revenue recognized in the period from:
Amounts included in the contract liability at the beginning of the period	$	22,987	$	20,940

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	$	54,750	$	3,980	$	111	$	3	$	58,844

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. LEASES

The Company has operating leases for corporate office space and certain equipment. The leases have original terms from one year to eight years, some of which include options to renew the lease, and are included in the lease term when it is reasonably certain that the Company will exercise the option. 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 March 31,
	2023		2022
Operating lease cost(1)	$	603	$	509
Sublease income	(130)		(123)
Total lease cost	$	473	$	386

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

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


		For the Three Months Ended March 31,
		2023		2022
Cash paid for amounts included in measurement of lease liabilities:
	Operating cash flows from operating leases	$	686	$	674

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DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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


		March 31, 2023			December 31, 2022
Operating lease right-of-use-assets		$	6,088		$	6,581

Operating lease liabilities - current		2,079			2,231
Less: tenant improvement allowance		(2,079)			(2,126)
Operating lease liabilities - current (as reported)		—			105
Operating lease liabilities - non-current (as reported)		8,007			8,428
	Total operating lease liabilities	$	8,007		$	8,533

Weighted Average Remaining Lease Term (in years)
	Operating leases	6.0			5.8

Weighted Average Discount Rate
	Operating leases	4.4		%	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 months ended March 31, 2023 and 2022.

As of March 31, 2023, future operating lease payments were as follows (in thousands):


		Operating Leases
April 1, 2023 through December 31, 2023		$	1,765
2024		2,316
2025		2,421
2026		1,476
2027		578
2028 and thereafter		3,316
	Total lease payments	$	11,872
Less: imputed interest		1,786
Less: tenant improvement allowance		2,079
	Total	$	8,007

As of March 31, 2023 the Company has no additional operating or finance leases that have not yet commenced.

6. 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

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DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2016
Total Cost
Accumulated
Amortization

Foreign
Currency
Translation
Adjustment
Impairment
Acquired
Intangible
Assets, Net
Technology $ 10,308
$ (9,677 ) $ (631 ) $ —
$ —
Trademarks and brand names—Dice 39,000
—
—
—
39,000
Trademarks and brand names—Other 23,194
(14,379 ) (2,286 ) (3,168 ) 3,361
Customer lists 28,473
(13,518 ) (2,112 ) (6,084 ) 6,759
Candidate and content database 15,918
(15,295 ) (623 ) —
—
Acquired intangible assets, net $ 116,893
$ (52,869 ) $ (5,652 ) $ (9,252 ) $ 49,120

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. Subsequent to the Qualified Financing, the Company valued the investment at $0.7 million, and it is recorded as an investment in the condensed consolidated balance sheet as of March 31, 2023. The Company recognized an impairment loss during the three months ended September 30, 2022 of $2.3 million. No impairment was recognized during the three months ended March 31, 2023 and 2022. During the first quarter of ~~2017,~~2023, the majority investor purchased additional shares of the business as was contemplated in, and at the same price as, in the Qualified Financing. As a result, the Company's ownership, on a fully-diluted basis, on March 31, 2023 was reduced to 4.1%.

The Company has elected the measurement alternative in accordance with FASB ASC 321, Investments – Equity Securities. As of March 31, 2023, subsequent to the Qualified Financing, it was not practicable to estimate the fair value of its interest because there were no observable transactions for the investment. Accordingly, the investment was carried at the value realized in the Qualified Financing as of March 31, 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 ~~retired $26.7~~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 (loss) on investment on the condensed consolidated statements of operations.

On June 30, 2021, the Company transferred majority ownership and control of its eFC business to eFC's management, while retaining a 40% common share interest with zero proceeds received from the transfer. 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.

eFC is a financial services careers website, operating websites in multiple markets in four languages mainly across the United Kingdom, Continental Europe, Asia, the Middle East and North America. Professionals from across many sectors of the financial services industry, including asset management, risk management, investment banking, and information technology, use eFC to advance their careers. The Company has evaluated the 40% common share interest in the eFC business and has determined the investment meets the definition and criteria of a variable interest entity ("VIE"). 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 less than $0.1 million for the three months ended March 31, 2023. There was no amortization recorded during the three months ended March 31, 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. For each of the three-month periods ended March 31, 2023 and 2022, the Company recorded $0.2 million of income related to its proportionate share of eFC's net income, net of currency translation adjustments and amortization of the basis difference.

At January 1, 2018, the Company held preferred stock representing a 10.0% interest in the fully ~~amortized acquired intangible assets.~~diluted shares of a tech skills assessment company. During 2018, the skills assessment company completed an additional equity offering, lowering DHI's total interest to 7.6%. The investment was carried at its original cost of $2.0 million and was included in the other assets section of the condensed consolidated balance sheets. During the three months ended March 31, 2020, based on the investment's historical cash burn rate, uncertainty of its ability to meet revenue and cash flow projections, current liquidity position, lack of access to additional capital, and impacts from the COVID-19 pandemic, the Company determined the value to be zero. The investment is recorded at zero as of March 31, 2023 and December 31, 2022.

~~Based on~~

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DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

7. 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 ~~the~~recorded indefinite-lived acquired ~~finite-lived~~ 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 March 31, 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 month periods ended March 31, 2023 and 2022.

The projections utilized in the October 1, 2022 analysis included increasing revenues at rates approximating industry growth projections. The Company’s ability to achieve these revenue projections may be impacted by, among other things, general market conditions, competition in the technology recruiting market, challenges in developing and introducing new products and product enhancements to the market and the Company’s ability to attribute value delivered to customers. The October 1, 2022 analysis included operating margins during the year ending December 31, 2022 that approximate operating margins for the year ended December 31, 2021 and then increasing modestly. If future cash flows that are attributable to the Dice trademarks and brand name are not achieved, the Company could realize an impairment in a future period. The Company's operating results attributable to the Dice trademarks and brand name through March 31, 2023 and projections of future results approximate those included in the projections utilized in the October 1, 2022 analysis. In the October 1, 2022 analysis, the Company utilized a relief from royalty rate method to value the Dice trademarks and brand name using a royalty rate of 4.0% based on comparable industry licensing agreements and the profitability attributable to the Dice trademarks and brand name and a discount rate of 12.0%.

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.

8. GOODWILL

Goodwill as of ~~September 30, 2017~~,March 31, 2023 and ~~assuming~~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.

Results for the Tech-focused reporting unit for the first quarter of 2023 and estimated future results as of March 31, 2023 approximate the projections used in the October 1, 2022 analysis. As a result, the Company believes it is not more likely than not that the fair value of the reporting unit is less than the carrying value as of March 31, 2023. Therefore, no ~~subsequent~~quantitative impairment test was performed as of March 31, 2023. There were no changes to goodwill and no impairments were recorded during the three months ended March 31, 2023 and 2022.

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DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The discount rate applied for the Tech-focused reporting unit in the October 1, 2022 analysis was 11.0%. An increase to the discount rate applied or reductions to future projected operating results could result in future impairment of the ~~underlying assets,~~Tech-focused reporting unit’s goodwill. It is reasonably possible that changes in judgments, assumptions and estimates the Company made in assessing the fair value of goodwill could cause the Company to consider some portion or all of the goodwill of the Tech-focused reporting unit to become impaired. In addition, a future decline in the overall market conditions and/or changes in the Company’s market share could negatively impact the estimated future ~~amortization expense is as follows (in thousands):~~cash flows and discount rates used to determine the fair value of the reporting unit and could result in an impairment charge in the foreseeable future.

October 1, 2017 through December 31, 2017 $ 507
2018 1,781
2019 1,476
2020 1,421
2021 1,149
2022 and thereafter 2,106
Total $ 8,440

Credit Agreement—~~The~~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”) ~~maintains an~~, entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”), which matures in ~~November 2020.~~June 2027 and replaces the Company's Old Credit Agreement (defined below). The Credit Agreement ~~when entered into during November 2015, provided~~provides for a revolving loan facility of ~~$250.0~~$100 million ~~which was subsequently reduced~~($90 million under the Old Credit Agreement), with an expansion option of $50 million, bringing the total facility to ~~$150.0~~$150 million, ~~during August 2017,~~ as permitted under the terms of the Credit Agreement. ~~In accordance with ASC 470,~~ ~~Line-of-Credit or Revolving-Debt Arrangements,~~ ~~unamortized~~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 ~~$410,000~~$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 atover the ~~time~~term of ~~reduction.~~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 ~~a LIBOR rate~~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 ~~1.75%~~2.00% to ~~2.50%~~2.75% on ~~LIBOR~~SOFR and SONIA loans and ~~0.75%~~1.00% to ~~1.50%~~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. There were no borrowings in pounds sterling as of March 31, 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 ~~calculated on a pro forma basis,~~ is equal to or less than ~~3.0~~2.50 to ~~1.0.~~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 ~~2.0~~2.00 to ~~1.0,~~1.00, plus an additional ~~$5.0~~$7.5 million of restricted ~~payments.~~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, 2017,~~March 31, 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 ~~four~~one of the Company’s wholly-owned subsidiaries ~~eFinancialCareers, Inc., Targeted Job Fairs, Inc., Rigzone.com, Inc. and onTargetjobs, Inc.,~~ and secured by substantially all of the assets of the Borrowers and the ~~guarantors~~guarantors.

Previous Credit Agreement - The Borrowers previously maintained a Second Amended and ~~stock pledges from certain~~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 ~~foreign subsidiaries.~~most recent consolidated leverage ratio. The was no penalty for prepayment of the Old Credit Agreement.

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DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The amounts borrowed as of ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016~~2022 are as follows (dollars in thousands):

September 30,
2017
December 31,
2016
Amounts borrowed:
Revolving credit facility $ 69,000
$ 86,000
Less: deferred financing costs, net of accumulated amortization of $1,480 and $1,487 (598 ) (1,240 )
Total borrowed $ 68,402
$ 84,760

Available to be borrowed under revolving facility, subject to certain limitations $ 81,000
$ 164,000

Interest rates:
LIBOR rate loans:
Interest margin 2.00 % 2.00 %
Actual interest rates 3.25 % 2.81 %


	March 31, 2023			December 31, 2022
Long-term debt under revolving credit facility(1)	$	46,000		$	30,000

Available to be borrowed under revolving facility(2)	$	54,000		$	70,000

Interest rates:
SOFR rate loans:
Interest margin(3)	2.10		%	2.35		%
Actual interest rates(4)	6.90		%	6.67		%

Commitment fee	0.35		%	0.40		%

(1) In connection with the new Credit Agreement entered into during the three months ended June 30, 2022, the Company recorded deferred financing costs of $0.7 million to other assets on the condensed consolidated balance sheets. Accumulated amortization as of March 31, 2023 was $0.1 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 ~~November 2020.~~June 2027.

7.10. COMMITMENTS AND CONTINGENCIES

~~The Company leases equipment and office space under operating leases expiring at various dates through December 2026. Future minimum lease payments under non-cancellable operating leases as of~~ ~~September 30, 2017~~ ~~are as follows (in thousands):~~

October 1, 2017 through December 31, 2017 $ 1,341
2018 4,757
2019 4,245
2020 3,829
2021 3,139
2022 and thereafter 8,727
Total minimum payments $ 26,038

Rent expense was $1.2 million and $3.6 million for the three and nine month periods ended September 30, 2017, respectively, and $1.1 million and $3.4 million for the three and nine month periods ended September 30, 2016, respectively, and is included in General and Administrative expense in the Condensed Consolidated Statements of Operations.

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.

~~During the third quarter of 2017, the Company recorded an additional accrual for unrecognized tax benefits for $2.3 million related to filing positions on its prior year US tax returns.~~

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 ~~worldwide provision~~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.

11. 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:

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DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~8. EQUITY TRANSACTIONS~~

~~Stock Repurchase Plans~~—The Company’s board of directors approved a stock repurchase program that permitted the Company to repurchase its common stock through December 2016. Management had discretion in determining the conditions under which shares could have been purchased from time to time. The stock repurchase program expired as of December 31, 2016. The following table summarizes the most recent Stock Repurchase Plan approved by the Board of Directors:

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

~~Approval Date~~

~~December 2015~~

Authorized Repurchase Amount of Common Stock

$5020 million

$15 million

$10 million

~~Effective Dates~~

~~December 2015~~

(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 ~~December 2016~~$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 March 31, 2023 the value of shares that may yet be purchased under the current plan was $8.2 million.

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


	Three Months Ended March 31,
	2023		2022
Shares repurchased	742,536		1,302,226
Average purchase price per share(1)	$	4.76	$	5.78
Dollar value of shares repurchased (in thousands)(1)	$	3,536	$	7,525

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

There were no10,084 and 20,665 unsettled share repurchases as of March 31, 2023 and 2022, respectively.

Stock Repurchases Pursuant to the 2022 Omnibus Equity Award Plan—Under the 2022 Omnibus Equity Award Plan, as further described in note 12 to the condensed consolidated financial statements, the Company repurchases its common stock ~~repurchases during~~withheld for income tax from the ~~nine months ended September 30, 2017~~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 ~~there is no~~the related shares become treasury stock.

Purchases of the Company’s common stock pursuant to the 2022 Omnibus Equity Award Plan were as follows:


	Three Months Ended March 31,
	2023		2022
Shares repurchased upon restricted stock/PSU vesting	898,890		773,048
Average purchase price per share	$	5.89	$	5.44
Dollar value of shares repurchased upon restricted stock/PSU vesting (in thousands)	$	5,295	$	4,202

No shares of the Company's common stock were purchased other than through the stock repurchase ~~program currently in effect.~~plans and the 2022 Omnibus Equity Award Plan, as described above.

~~9. DISPOSITION RELATED AND OTHER COSTS~~12. STOCK-BASED COMPENSATION

On July 13, 2022, the stockholders of the Company ~~announced plans~~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 was amended and restated to, ~~divest a~~among other things, increase the number of ~~its online professional communities~~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 ~~achieve greater focus~~certain employees and ~~resource allocation toward its core tech-focused business. The planned divestitures include: BioSpace, Hcareers, Health eCareers,~~directors pursuant to the 2012 Omnibus Equity Award Plan and ~~Rigzone. In connection with~~ the ~~planned divestitures and focus on the tech business, the Company incurred certain severance and other related costs to further these strategic objectives.~~

~~The following table displays a roll forward of the disposition related and other costs and related liability balances (in thousands):~~2022 Omnibus Equity Award Plan

Accrual at June 30, 2017 Expense Cash Payments Accrual at September 30, 2017
Severance and retention $ 853
$ 676
(844 ) $ 685
Professional fees 70
373
(179 ) 264
Total disposition related and other costs $ 923
$ 1,049
(1,023 ) $ 949

Accrual at December 31, 2016 Expense Cash Payments Accrual at September 30, 2017
Severance and retention $ —
$ 1,793
(1,108 ) $ 685
Professional fees —
443
(179 ) 264
Total disposition related and other costs $ —
$ 2,236
(1,287 ) $ 949

In January 2016, the Company completed the sale of Slashdot Media and incurred severance costs and additional stock based compensation expense for the acceleration of stock vesting. As a result, the Company recognized a loss on the sale of assets of Slashdot Media.

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DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~The following table displays~~and will continue to grant restricted stock and PSUs to certain employees and directors pursuant to the ~~disposition related and other costs incurred during the nine month period ended September 30, 2016 (in thousands):~~

Severance—Slashdot Media
$ 981
Accelerated stock based compensation expense—Slashdot Media
900
Loss on sale of Slashdot Media 639
Severance related to other brands 827
Total disposition related and other costs $ 3,347

~~There were no disposition related and other costs incurred during the three month period ended September 30, 2016.~~

~~10. STOCK BASED COMPENSATION~~

~~Under the 2012~~2022 Omnibus Equity Award Plan, ~~the~~as Amended and Restated. The Company ~~has granted stock options, restricted stock and Performance-Based Restricted~~also offers an Employee Stock Units (“PSUs”) to certain employees and directors. On January 1, 2017, as a result of ASU No. 2016-09 as discussed in Note 2, the Company recorded expense based upon the number of awards outstanding with no estimate for forfeitures. Previously, the Company estimated forfeitures that it expected would occur and recorded expense based upon the number of awards expected to vest.Purchase Plan.

The Company recorded total ~~stock based~~stock-based compensation expense of ~~$1.7~~$2.9 million and ~~$6.3~~$2.2 million during the three months ended March 31, 2023 and nine month periods ended September 30, 2017, respectively, and $2.3 million and $8.8 million of compensation expense, which included $0.9 million of accelerated compensation due to Slashdot Media as shown in Note 9, during the three and nine month periods ended September 30, 2016,2022, respectively. At ~~September 30, 2017,~~March 31, 2023, there was ~~$12.4~~$20.8 million of unrecognized compensation expense related to unvested awards, which is expected to be recognized over a weighted-average period of approximately 1.6 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 ~~the~~ restricted stock grants is recorded over the vesting ~~period.~~period as described below. There was no cash flow impact resulting from the grants.

~~The restricted~~

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, 2017~~March 31, 2023 and ~~2016~~2022 and the changes during the periods then ended is presented below:



	Three Months Ended March 31, 2023			Three Months Ended March 31, 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	1,107,000	$	5.86	932,500	$	5.17
Forfeited	(4,000)	$	5.14	(81,714)	$	2.90
Vested	(962,178)	$	3.48	(1,098,127)	$	2.48
Non-vested at end of period	2,780,108	$	4.88	3,124,491	$	3.62
Expected to vest	2,780,108	$	4.88	3,124,491	$	3.62

Three Months Ended September 30, 2017 Three Months Ended September 30, 2016
Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date
Non-vested at beginning of the period 2,417,300
$ 6.38
2,236,250
$ 8.10
Granted 38,000
$ 2.80
165,700
$ 6.90
Forfeited (183,375 ) $ 6.71
(142,875 ) $ 8.00
Vested (35,125 ) $ 8.93
(65,250 ) $ 8.76
Non-vested at end of period 2,236,800
$ 6.25
2,193,825
$ 8.00

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~~DHI GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016
Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date
Non-vested at beginning of the period 2,226,375
$ 7.87
2,122,225
$ 8.54
Granted 1,262,500
$ 4.72
1,199,200
$ 7.47
Forfeited (438,000 ) $ 6.87
(294,375 ) $ 8.15
Vested (814,075 ) $ 7.98
(833,225 ) $ 8.57
Non-vested at end of period 2,236,800
$ 6.25
2,193,825
$ 8.00

~~PSUs—~~
PSUs—PSUs are granted to employees of the Company and its subsidiaries. These shares are ~~part of the~~granted under compensation ~~plan~~agreements that are for services provided by the employees. The ~~expense related to~~fair value of the PSUs is ~~recorded~~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 ~~vesting period. These~~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 ~~dates~~first, second, and third anniversaries of the grant date, or if later, the date the Compensation Committee certifies the ~~Company’s achievement of stock price~~ performance ~~relative~~results with respect to the Russell 2000 Index, provided that the recipient remains employed through such date. Performance will be measured over three separate measurement periods: a one-year measurement period, a two-year measurement period and a three-year measurementperformance period. For performance periods one and two, vesting is not to exceed total grant divided by three. For performance period three, vesting is no less than zero and no greater than 150% of initial grant less shares vested in performance periods one and two.

There was no cash flow impact resulting from the grants. ~~The fair value~~

Table of ~~PSUs is measured using the Monte Carlo pricing model using the following assumptions:~~Contents

DHI GROUP, INC.

Nine Months Ended September 30,
2017 2016
Weighted average fair value of PSUs granted $ 5.38
$ 7.24

Dividend yield of DHI Group, Inc. stock — % — %
Dividend yield of Russell 2000 Index 1.4 % 1.7 %
Risk free interest rate 1.5 % 0.9 %
Volatility of DHI Group, Inc. stock 41.0 % 33.5 %
Volatility of Russell 2000 Index 16.7 % 16.7 %
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A summary of the status of PSUs as of ~~September 30, 2017~~March 31, 2023 and ~~2016~~2022 and the changes during the periods then ended is presented below:


	Three Months Ended September 30, 2017				Three Months Ended September 30, 2016					Three Months Ended March 31, 2023			Three Months Ended March 31, 2022
	Shares		Weighted- Average Fair Value at Grant Date		Shares		Weighted- Average Fair Value at Grant Date			Shares	Weighted- Average Fair Value at Grant Date		Shares	Weighted- Average Fair Value at Grant Date
Non-vested at beginning of the period	890,838		$	6.92	670,838		$	8.03	Non-vested at beginning of the period	2,086,932	$	3.48	1,593,775	$	2.62
Granted(1)									Granted(1)	1,357,587	$	5.62	1,553,332	$	3.77
Forfeited	(84,167	)	$	6.86	(72,084	)	$	8.05	Forfeited	—	$	—	(93,341)	$	2.40
Vested	—		$	—	(18,750	)	$	8.25	Vested	(1,236,074)	$	3.51	(928,717)	$	2.61
Non-vested at end of period	806,671		$	6.93	580,004		$	8.02	Non-vested at end of period	2,208,445	$	4.77	2,125,049	$	3.48
Expected to vest									Expected to vest	2,208,445	$	4.77	2,125,049	$	3.48

(1) PSUs granted in the first quarter of 2023 includes 587,587 additional PSUs related to the bookings achievement for the performance period ended December 31, 2022. PSUs granted in the first quarter of 2022 includes 853,332 additional PSUs related to the bookings achievement for the performance period ended December 31, 2021.

~~Table~~Employee Stock Purchase Plan—On March 11, 2020 the Company's Board of ~~Contents~~

~~DHI GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016
Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date
Non-vested at beginning of the period 580,004
$ 8.02
415,000
$ 9.25
Granted 397,500
$ 5.38
417,500
$ 7.24
Forfeited (170,833 ) $ 7.04
(98,751 ) $ 8.17
Vested —
$ —
(153,745 ) $ 9.13
Non-vested at end of period 806,671
$ 6.93
580,004
$ 8.02

Directors adopted an Employee Stock ~~Options—~~Purchase Plan ("ESPP"). The ~~fair value~~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 ~~option grant~~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 ~~estimated using~~500,000, subject to adjustment as provided under the ~~Black-Scholes option-pricing model using~~ESPP. Individual employee purchases are limited to $25,000 per calendar year, based on the ~~weighted-average assumptions in the table below. This valuation model requires the Company to make assumptions and judgments about the variables used in the calculation, including the~~ fair market value of the Company’s common stock, the expected life (the period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock, a risk-free interest rate and expected dividends. The expected life of options granted is derived from historical exercise behavior. The risk-free rate for periods within the expected life of the option is basedshares on the U.S. Treasury rates in effect at the time of grant. The stock options vest 25% after one year, beginning on the first anniversary date of the grant, and 6.25% each quarter following the first anniversary. There was no cash flow impact resulting from the grants.purchase date. No ~~stock options~~shares were ~~granted~~issued during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2023 and ~~September 30, 2016.~~2022.

~~A summary of the status of options previously granted as of September 30, 2017, and 2016, and the changes during the periods then ended is presented below:~~

Three Months Ended September 30, 2017
Options Weighted-Average Exercise Price Aggregate Intrinsic Value
Options outstanding at beginning of the period 1,273,088
$ 9.29
$ —
Forfeited (136,875 ) $ 9.42
$ —
Options outstanding at end of period 1,136,213
$ 9.28
$ —

Three Months Ended September 30, 2016
Options Weighted-Average Exercise Price Aggregate Intrinsic Value
Options outstanding at beginning of the period 2,273,323
$ 7.89
$ 539,367
Exercised (336,360 ) $ 4.86
$ 854,271
Forfeited (66,563 ) $ 8.12
$ —
Options outstanding at end of period 1,870,400
$ 8.43
$ 1,059,282

Nine Months Ended September 30, 2017
Options Weighted-Average Exercise Price Aggregate Intrinsic Value
Options outstanding at beginning of the period 1,779,613
$ 8.46
$ 50,869
Exercised (66,188 ) $ 6.08
$ 12,821
Forfeited (577,212 ) $ 7.14
$ —
Options outstanding at end of period 1,136,213
$ 9.28
$ —
Exercisable at end of period 1,086,743
$ 9.36
$ —

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~~DHI GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

Nine Months Ended September 30, 2016
Options Weighted-Average Exercise Price Aggregate Intrinsic Value
Options outstanding at beginning of the period 2,673,512
$ 7.46
$ 5,485,248
Exercised (618,110 ) $ 4.31
$ 2,198,143
Forfeited (185,002 ) $ 8.16
$ —
Options outstanding at end of period 1,870,400
$ 8.43
$ 1,059,282
Exercisable at end of period 1,574,804
$ 8.47
$ 946,591

In connection with the Company’s sale of Slashdot Media, the Company accelerated the vesting of 130,375 shares of restricted stock and 24,001 stock options to certain former employees during the nine month period ended September 30, 2016, the expense of which is recorded in Disposition Related and Other Costs in the Condensed Consolidated Statements of Operations.

The weighted-average remaining contractual term of options exercisable at September 30, 2017 is 2.4 years. The following table summarizes information about options outstanding as of September 30, 2017:

Options Outstanding
Options
Exercisable
Exercise Price
Number
Outstanding

Weighted-
Average
Remaining
Contractual
Life

Number
Exercisable
(in years)
$  7.00 - $  7.99 327,375
3.4 285,687
$  8.00 - $  8.99 199,500
1.8 191,718
$  9.00 - $  9.99 480,000
2.6 480,000
$ 10.00 - $ 14.50 129,338
0.8 129,338
1,136,213
1,086,743

~~11. SEGMENT INFORMATION~~

The Company changed its reportable segments during the third quarter of 2017 to reflect the current tech-focused operating structure, which was announced in the second quarter of 2017 and implemented in the third quarter of 2017. Accordingly, all prior periods have been recast to reflect the current segment presentation.

The Company has two reportable segments: Tech-focused and Healthcare. The Tech-focused reportable segment includes the Dice, Dice Europe, ClearanceJobs, eFinancialCareers (formerly in the Global Industry Group segment), and Brightmatter (absorbed into Tech-focused in the third quarter of 2017 and formerly in Corporate & Other) services, as well as the Company’s Open Web technology. The getTalent assets and liabilities along with its revenues and expenses that were previously in Brightmatter remain in Corporate & Other. The Healthcare reportable segment includes the Health eCareers service and was unchanged from prior presentation. Management has organized its reportable segments based upon our internal management reporting.

The Company has other services and activities that individually are not more than 10% of consolidated revenues, operating income or total assets. These include Slashdot Media (business sold in the first quarter of 2016), Hcareers, Rigzone, Biospace (each formerly in the Global Industry Group segment) and getTalent services, which are recorded in the "Corporate & Other" category, along with corporate-related costs which are not considered in a segment.

The Company’s foreign operations are comprised of the Dice Europe operations and a portion of the eFinancialCareers and Rigzone services, which operate in Europe, the financial centers of the gulf region of the Middle East, and Asia Pacific. The Company’s foreign operations also include Hcareers, which operates in Canada, and the Company's Open Web technology, which operates in Europe. Revenue by geographic region, as shown in the table below, is based on the location of each of the Company’s subsidiaries.

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~~DHI GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~The following table shows the segment information (in thousands and recast for the change in reportable segments):~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
By Segment:
Revenues:
Tech-focused $ 39,814
$ 42,739
$ 118,638
$ 128,876
Healthcare 6,462
6,735
19,741
20,647
Corporate & Other 6,148
6,599
18,635
22,509
Total revenues $ 52,424
$ 56,073
$ 157,014
$ 172,032

Depreciation:
Tech-focused $ 1,789
$ 1,743
$ 5,144
$ 5,508
Healthcare 406
539
1,451
1,630
Corporate & Other 381
196
1,108
501
Total depreciation $ 2,576
$ 2,478
$ 7,703
$ 7,639

Amortization:
Tech-focused $ 28
$ 278
$ 108
$ 1,833
Healthcare 162
218
487
654
Corporate & Other 364
1,074
1,091
3,619
Total amortization $ 554
$ 1,570
$ 1,686
$ 6,106

Operating income (loss):
Tech-focused $ 9,485
$ 14,147
$ 30,700
$ 40,097
Healthcare (187 ) (366 ) (1,279 ) (537 )
Corporate & Other (6,760 ) (29,864 ) (18,586 ) (44,516 )
Operating income (loss) 2,538
(16,083 ) 10,835
(4,956 )
Interest expense (1,173 ) (901 ) (2,777 ) (2,593 )
Other expense (3 ) (1 ) (10 ) (33 )
Income (loss) before income taxes $ 1,362
$ (16,985 ) $ 8,048
$ (7,582 )

Capital expenditures:
Tech-focused $ 1,931
$ 1,783
$ 7,544
$ 5,595
Healthcare 366
245
996
642
Corporate & Other 248
897
1,813
2,005
Total capital expenditures $ 2,545
$ 2,925
$ 10,353
$ 8,242

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
By Geography:
Revenues:
United States $ 38,869
$ 41,617
$ 117,026
$ 126,617
United Kingdom 4,541
5,291
13,886
18,875
EMEA, APAC and Canada (1) 9,014
9,165
26,102
26,540
Non-United States 13,555
14,456
39,988
45,415
Total revenues $ 52,424
$ 56,073
$ 157,014
$ 172,032

(1) Europe (excluding United Kingdom), the Middle East and Africa (“EMEA”) and Asia-Pacific (“APAC”)

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~~DHI GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

September 30,
2017 December 31,
2016
Total assets (recast for the change in reportable segments):
Tech-focused $ 263,822
$ 263,462
Healthcare 13,287
14,375
Corporate & Other 28,895
32,258
Total assets $ 306,004
$ 310,095

The Company changed its reporting units during the third quarter of 2017 to reflect the current reporting structure. The reporting units are: Tech-focused, Healthcare, Hospitality, Energy, and BioSpace. The following table shows the carrying amount of goodwill by segment as of December 31, 2016 and September 30, 2017 and the changes in goodwill for the nine month period ended September 30, 2017 (in thousands):

Tech-focused Healthcare Corporate & Other Total
Goodwill at December 31, 2016 $ 152,165
$ 6,269
$ 13,311
$ 171,745
Foreign currency translation adjustment $ 4,896
$ —
$ —
$ 4,896
Goodwill at September 30, 2017 $ 157,061
$ 6,269
$ 13,311
$ 176,641

On June 23, 2016, the United Kingdom (“UK”) held a referendum in which British citizens approved an exit from the EU, commonly referred to as “Brexit.” Brexit could cause disruptions to and create uncertainty surrounding our business, including affecting our relationships with our existing and future customers and employees based in the UK and Europe along with adversely impacting foreign currencies, particularly the British Pound Sterling as compared to the United States dollar. These disruptions and uncertainties could decrease demand for finance and technology professionals in the markets we serve. This decline in demand and any future declines in demand could significantly decrease the use of our finance and technology industry job posting websites and related services, which may adversely affect the Tech-focused reporting unit’s financial condition and results of operations. If recruitment activity is slow in the industries in which we operate during 2017 and beyond, our revenues and results of operations will be negatively impacted. As a result of these factors, in the third quarter, the Company further evaluated the fair value of the Tech-focused reporting unit and believes it is not more likely than not that the fair value is less than the carrying value. If events and circumstances change resulting in significant reductions in actual operating income or projections of future operating income, the Company will test this reporting unit for impairment prior to the annual impairment test.

The fair value of the Hospitality reporting unit was not substantially in excess of the carrying value as of the most recent annual impairment testing date of October 1, 2016. The percentage by which the estimated fair value exceeded carrying value for the Hospitality reporting unit was 19%. As a result of the continued competition in the Hospitality reporting unit, the Company performed an interim goodwill impairment test of the Hospitality reporting units as of December 31, 2016. The percentage by which the estimated fair value exceeded the carrying value for the Hospitality reporting unit as of December 31, 2016 was 16%. As a result of these factors, in the third quarter, the Company further evaluated the fair value of the Hospitality reporting unit and believes it is not more likely than not that the fair value is less than the carrying value. The Healthcare reporting unit was not at risk of experiencing a fair value less than carrying value. Therefore, no interim impairment testing was performed as of September 30, 2017.

The Company disclosed in the second quarter of 2017 that the fair value of the Finance reporting unit, now included in Tech-focused, was not substantially in excess of the carrying value as of the most recent annual impairment testing date of October 1, 2016. See evaluation of the Tech-focused reporting unit above.

~~12.~~13. 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, ~~assuming exercise of stock options,~~ where dilutive. Stock-based awards of approximately 3.0 million and 3.3 million were outstanding during the three and nine month periods ended September 30, 2017, respectively, and approximately 2.5 million shares were outstanding during the three and nine month periods ended September 30, 2016, respectively, but were excluded from the calculation of diluted EPS for the periods then ended because the effect of the awards is anti-dilutive. In 2016, shares issuable from stock-based awards of 0.8 million for both the three and nine month periods

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~~DHI GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~ended September 30, 2016 were excluded from the computation of shares contingently issuable upon exercise as we recognized a net loss.~~ 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 March 31,
	2023		2022
Net income	$	460	$	1,301

Weighted-average shares outstanding—basic	43,886		44,702
Add shares issuable from stock-based awards	1,354		2,468
Weighted-average shares outstanding—diluted	45,240		47,170

Basic earnings per share	$	0.01	$	0.03
Diluted earnings per share	$	0.01	$	0.03


Shares excluded from the calculation of diluted earnings per share1	2,638		1,307

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

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net income $ 1,058
$ (16,841 ) $ 4,220
$ (10,876 )

Weighted-average shares outstanding—basic 48,021
47,719
47,858
48,596
Add shares issuable from stock-based awards 481
—
539
—
Weighted-average shares outstanding—diluted 48,502
47,719
48,397
48,596

Basic earnings per share $ 0.02
$ (0.35 ) $ 0.09
$ (0.22 )
Diluted earnings per share $ 0.02
$ (0.35 ) $ 0.09
$ (0.22 )

~~13. SUBSEQUENT EVENTS~~

The ~~Company~~Company’s effective tax rate was ~~paid restitution by a former employee in the amount of $3.3 million on October 24, 2017 pursuant to an Order of Restitution issued by the United States District Court~~952% and (142)% for the ~~Southern District~~three months ended March 31, 2023 and 2022, respectively. The effective tax rate differed from the U.S. statutory rate due to tax benefits of ~~New York in~~$0.5 million and $0.8 million from the ~~criminal matter captioned United States~~vesting of ~~America v. David W. Kent. The gain will be recorded as a component~~share-based compensation awards during the three months ended March 31, 2023 and 2022, respectively.

Table of ~~operating income in the fourth quarter of 2017.~~Contents

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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, ~~2016.~~2022.

Information contained herein contains forward-looking ~~statements.~~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.~~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,~~ to:our ability to execute our tech-focused ~~strategy, the review~~strategy; write-offs of ~~potential dispositions of certain of our businesses~~goodwill, tradename and ~~the terms and timing of any such transactions, the results and timing of our search for a new Chief Executive Officer,~~intangible assets; competition from existing and future ~~competitors in the highly competitive market in which we operate, failure to adapt our business model to keep pace with rapid~~competitors; changes in the recruiting and career services business and technologies, and the development of new products and services; failure to ~~maintain~~develop and ~~develop~~maintain our reputation and brand ~~recognition,~~recognition; failure to increase or maintain the number of customers who purchase recruitment packages, cyclicality or downturns in the economy or industries we serve, the uncertainty surrounding the UK’s future departure from the European Union (“EU”), including uncertainty in respect of the regulation of data protection and data privacy,packages; failure to attract qualified professionals ~~to our websites~~ or grow the number of qualified professionals who use our ~~websites,~~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 ~~successfully identify~~enforce our ownership or ~~integrate acquisitions, U.S.~~use of intellectual property; failure of our businesses to attract, retain and ~~foreign government regulation of~~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 ~~Internet and taxation, our ability~~potential inability to borrow funds under our ~~revolving credit facility~~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 ~~refinance~~breaches of network security; the usefulness of our ~~indebtedness~~candidate profiles; decrease in user engagement; Internet search engine methodologies and ~~restrictions~~their impact on our ~~current~~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 ~~future~~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 ~~under such indebtedness.~~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, ~~2016,~~2022, under the headings “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Information contained herein contains certain non-GAAP financial measures. These measures are not in accordance with, or an alternative for, measures in accordance with U.S. GAAP. Such measures presented herein include adjusted earnings before interest, taxes, depreciation, amortization, non-cash stock based compensation expense, and other non-recurring income or expense (“Adjusted EBITDA”). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

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.

~~Our Annual Report~~

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 ~~Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy~~investments, and ~~information statements~~certain other income or expense items, as defined, (“Adjusted EBITDA") and ~~other material information concerning us are available free~~Adjusted EBITDA Margin. See “Management’s Discussion and Analysis of ~~charge on~~Financial Condition and Results of Operations—Liquidity and Capital Resources" for definitions of these measures as well as reconciliations to the ~~Investors page of our website at~~ ~~www.dhigroupinc.com. Our reports filed with the SEC are also available at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549, by calling 1-800-SEC-0330, or by visiting~~ ~~http://www.sec.gov~~.comparable GAAP measure.

We are a ~~leading~~ provider of ~~data, insights~~software products, online tools and ~~employment connections through our~~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 ~~services for professional communities including the following industry groups:~~fields, particularly technology and active government security clearance, financial services, energy, healthcare and hospitality. Our mission is to empower professionals and organizations to compete and win through specialized insights and relevant employment connections. Employers and recruiters use our websites and services to source and hire the most qualified professionals in select and highly-skilled occupations, while professionals use our websites and services toclearance. Professionals find ~~the best~~ideal employment opportunities, inrelevant job advice and ~~the most timely news and information about~~personalized data that help manage their ~~respective areas of expertise.~~technologist lives.

In online recruitment, we ~~target~~specialize in employment categories in which there has been a long-term scarcity of highly skilled, highly qualified professionals relative to market ~~demand.~~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 ~~find~~source and ~~recruit~~connect with prospective employees, and where ~~professionals~~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.

~~Through our predecessors, we~~

We have been in the recruiting and career development business for ~~more than 25~~over 30 years. Based on our operating structure, we have identified ~~two~~one reportable ~~segments.~~

~~Our reportable segments include:~~

~~Dice, Dice Europe, ClearanceJobs, and eFinancialCareers~~corporate related costs are aggregated into the Tech-focused reportable segment primarily because the Company does not have discrete financial information for those ~~brands.~~brands or costs.

We have other services and activities that individually are not more than 10% of consolidated revenues, operating income or total assets. These include Slashdot Media (business sold in the first quarter of 2016), Hospitality, Rigzone, and BioSpace (each formerly in the Global Industry Group) and getTalent services, which are reported in the "Corporate & Other" category, along with corporate-related costs which are not considered in a segment.

The Company announced on May 3, 2017 plans to divest a number of its online professional communities to achieve greater focus and resource allocation toward its core tech-focused business. The planned divestitures include: BioSpace, Hcareers, Health eCareers, and Rigzone. The Company has engaged a financial advisor and continues the process of evaluating opportunities to conduct value enhancing divestitures of these non-tech businesses. There can be no assurance that the process will result in a transaction for the disposition of one or more of our businesses, or if a transaction is undertaken, as to its terms or timing.

Effective July 1, 2017, in connection the Company’s focus on the tech-based business and the planned divestitures, it organized leadership responsibilities to leverage operating capabilities more effectively on technology recruiting. This entailedNone.

combining brands that have a high focus on technology recruiting into one management structure called Tech-focused. Management believes this new structure will allow the Company to leverage its organizational capabilities to drive growth in its Tech-focused brands.

Our Revenues and Expenses

We derive the majority of our revenues 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 ~~term~~terms of the packages purchased. Our ~~Tech-focused segment~~Company sells recruitment packages that can include ~~both~~ access to our databases of resumes and ~~Open Web profiles, as well as~~ job posting capabilities. ~~Our Healthcare segment as well as Hcareers (included in Corporate & Other) sell job postings and access to our resume databases either as part of a package or individually.~~ 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. ~~Average monthly~~The tables below detail this customer data.


	As of March 31,		Increase	Percent Change
Recruitment Package Customers:	2023	2022
Dice	6,171	6,249	(78)	(1)%
ClearanceJobs	2,078	1,928	150	8%



	Average Annual Revenue per Recruitment Package Customer(1)
	Three months ended March 31,
	2023		2022		Increase		Percent Change
Dice	$	15,672	$	14,112	$	1,560	11	%
ClearanceJobs	$	20,520	$	18,408	$	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 6,171 recruitment package customers as of March 31, 2023, which was a decrease of 78, or 1%, and average annual revenue per recruitment package customer ~~is calculated by dividing~~for Dice increased $1,560, or 11%, 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 ~~revenue~~increased driven by ~~the daily average count of~~strong renewal and retention rates as our larger recurring customers continue to renew with Dice. ClearanceJobs had 2,078 recruitment package customers ~~during the month, adjusted~~as of March 31, 2023 compared to ~~reflect a thirty day month. We use the simple~~1,928 as of March 31, 2022, an increase of 8%, and average of each month to derive the quarterly amount. At September 30, 2017 and September 30, 2016, Dice had approximately 6,600 and 7,250 total recruitment package customers in the U.S., respectively, and the average monthlyannual revenue per ~~U.S.~~ recruitment package customer ~~decreased~~increased $2,112, or 11%, from ~~$1,122~~the prior year quarter. The increases for ClearanceJobs were due to continued high demand for professionals with government clearance and ~~$1,121 for~~consistent product releases and enhancements driving activity on the ~~three and nine months ended September 30, 2016, respectively, to $1,108 and $1,109 for the three and nine months ended September 30, 2017, respectively.~~ site.

Deferred revenue, ~~is a key metric~~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 ~~indicates a level of sales already made that will be recognized as revenue in the future. Deferred revenue reflects the impact of~~represents our ability to ~~sign customers to longer term contracts. We recorded~~generate future revenue. A summary of our deferred revenue ~~of $81.8~~and backlog is as follows:


			Comparison to Prior Year End						Comparison Year Over Year
	3/31/2023		12/31/2022		Increase (Decrease)		Percent Change		3/31/2022		Increase (Decrease)		Percent Change
Deferred Revenue	$	58,844	$	50,864	$	7,980	16	%	$	56,786	$	2,058	4	%
Contractual commitments not invoiced	65,389		66,391		(1,002)		(2)	%	49,262		16,127		33	%
Backlog(1)	$	124,233	$	117,255	$	6,978	6	%	$	106,048	$	18,185	17	%

(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 March 31, 2023 increased $7.0 million ~~at September 30, 2017,~~ and ~~$84.6~~$18.2 million atfrom December 31, ~~2016.~~2022 and March 31, 2022, respectively. The increase in backlog compared to December 31, 2022 and March 31, 2022 is due to the strong technology recruitment market driving bookings growth at both Dice and ClearanceJobs, a focus on signing multi-year contracts, and the Company's ongoing investments in sales and marketing. The first quarter of each year is generally the largest bookings quarter of the year, also contributing to the growth from December 31, 2022.

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 ~~a customer.~~customers.

The Company’s revenues for the three and nine month periods ended September 30, 2017 declined year-over-year in each of our brands except ClearanceJobs. The declines are due to many factors including competition and evolution in the digital recruitment market, as well as macroeconomic impacts. The digital recruitment market continues to be challenged by attribution, which reflects our ability to receive the proper credit for value delivered to customers based on our customers’ internal tracking systems, contributing to lower renewal rates in recruitment packages at Dice. Macroeconomic drivers include the prolonged down-turn in the energy market resulting in revenue declines in our Rigzone business. Foreign currency and uncertainty around Brexit have also contributed to lower revenues in eFinancialCareers and Dice Europe.

The Company continues to evolve and present new software products and features to ~~the market such as Lengo, OpenWeb, Shift~~attract and ~~others.~~engage qualified professionals and match them with employers. Our ability to grow our revenues will largely depend on our ability to grow our customer bases in the markets in which we operate by acquiring new ~~recruitment package~~ customers ~~and advertisers~~ 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 ~~noted above.~~in the table below.


Product Releases
2023						2022
Dice Invite To Apply, Dice Matchscore on Jobs						Dice New Job Apply Flow, Dice TalentSearch Time Zone Search, Dice TalentSearch Auto Talent Alerts, Dice iOS App Messaging
ClearanceJobs Expressed Interest, ClearanceJobs Enhanced Employer Profile						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 ~~websites,~~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 tofor 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 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 ~~Policies~~Estimates

There have been no material changes to our critical accounting ~~policies other than ASU No. 2016-09 as described in Note 2 in the Notes to the Condensed Consolidated Financial Statements,~~estimates as compared to the critical accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016.~~2022.

Three Months Ended ~~September 30, 2017~~March 31, 2023 Compared to the Three Months Ended ~~September 30, 2016~~March 31, 2022


	Three Months Ended March 31,				Increase		Percent Change
	2023		2022
	(in thousands, except percentages)

Dice(1)	$	26,910	$	24,634	$	2,276	9	%
ClearanceJobs	11,710		9,700		2,010		21	%
Total revenues	$	38,620	$	34,334	$	4,286	12	%

(1) Includes Dice and Career Events

Three Months Ended September 30, Increase (Decrease)
Percent
Change
2017 2016
(in thousands, except percentages)
Tech-focused $ 39,814
$ 42,739
$ (2,925 ) (6.8 )%
Healthcare 6,462
6,735
(273 ) (4.1 )%
Corporate & Other 6,148
6,599
(451 ) (6.8 )%
Total revenues $ 52,424
$ 56,073
$ (3,649 ) (6.5 )%

WeFor the three months ended March 31, 2023 we experienced ~~a decrease~~an increase in revenue ~~in the Tech-focused segment~~ of ~~$2.9~~$4.3 million, or ~~6.8%~~12%. Revenue at Dice ~~decreased by $2.9~~increased $2.3 million, or 9%, compared to the same period in ~~2016, primarily~~2022 due to ~~the decline in recruitment package customer count in the U.S. from 7,250 at September 30, 2016 to 6,600 at September 30, 2017. eFinancialCareers revenue decreased by $0.5~~strong renewal and retention rates. Revenues for ClearanceJobs increased $2.0 million, or 21%, as compared to the same period in ~~2016 due~~2022, primarily ~~to lower~~driven by continued high demand for professionals with government clearance and consistent product releases and enhancements driving activity on the site.


	Three Months Ended March 31,						Increase		Percent Change
	2023			2022
	(in thousands, except percentages)
Cost of revenues	$	4,912		$	4,099		$	813	20	%
Percentage of revenues	12.7		%	11.9		%

Cost of revenues increased $0.8 million, or 20%, driven by an increase of $0.7 million from higher compensation related costs, primarily from higher headcount, partially offset by an increase in capitalized labor of $0.1 million, which decreases operating expenses. Operational costs, including the ~~North America region. Revenue for ClearanceJobs~~amortization of cloud computing costs, increased by $0.2 million.

Product Development Expenses


	Three Months Ended March 31,						Increase		Percent Change
	2023			2022
	(in thousands, except percentages)
Product development	$	4,694		$	3,942		$	752	19	%
Percentage of revenues	12.2		%	11.5		%

Product development expenses increased $0.8 million, ~~for~~or 19%, driven by an increase of $1.1 million from higher compensation related costs, primarily from higher headcount, partially offset by an increase in capitalized labor of $0.3 million, which decreases operating expenses. Operational costs, including consulting, decreased by $0.1 million.

Sales and Marketing Expenses


	Three Months Ended March 31,						Increase		Percent Change
	2023			2022
	(in thousands, except percentages)
Sales and marketing	$	16,060		$	13,941		$	2,119	15	%
Percentage of revenues	41.6		%	40.6		%

Sales and marketing expenses increased $2.1 million, or 15% from the ~~three months ended September 30, 2017 as~~same period in 2022. This increase was driven by a $1.9 million increase in compensation related costs from higher headcount and quota attainment versus sales plan and a $0.3 million increase in operational costs, including Company events, consulting and travel and entertainment. The increase was partially offset by $0.1 million decrease in discretionary marketing expenses.

General and Administrative Expenses


	Three Months Ended March 31,						Increase		Percent Change
	2023			2022
	(in thousands, except percentages)
General and administrative	$	8,208		$	7,766		$	442	6	%
Percentage of revenues	21.3		%	22.6		%

General and administrative expenses increased $0.4 million, or 6% from the prior year. The increase was driven by a $0.7 million increase in stock-based compensation. The increase in compensation expense is primarily due to higher achievement against targets related to the Company's PSUs. See also Note 12 of the notes to condensed consolidated financial statements. The increase was partially offset by a $0.2 million decrease in compensation related costs from lower headcount.


	Three Months Ended March 31,						Increase		Percent Change
	2023			2022
	(in thousands, except percentages)
Depreciation	$	4,173		$	3,958		$	215	5	%
Percentage of revenues	10.8		%	11.5		%

Depreciation expense increased $0.2 million, or 5%, compared to the same period in ~~2016, primarily due to increased volume and pricing supported by favorable market conditions and enhanced product offerings.~~

The Healthcare segment revenue decreased $0.3 million, or 4.1%. This decrease was primarily due to a decrease in usage of job posting products. Corporate & Other decreased $0.5 million, or 6.8% primarily due to macroeconomic conditions in Rigzone.

~~Cost of Revenues~~

Three Months Ended September 30, Decrease
Percent
Change
2017 2016
(in thousands, except percentages)
Cost of revenues $ 7,616
$ 7,943
$ (327 ) (4.1 )%
Percentage of revenues 14.5 % 14.2 %

~~Cost of revenues in the Tech-focused segment decreased $275,000 primarily due to lower compensation related costs.~~

~~Product Development Expenses~~

Three Months Ended September 30, Increase
Percent
Change
2017 2016
(in thousands, except percentages)
Product development $ 6,423
$ 6,018
$ 405
6.7 %
Percentage of revenues 12.3 % 10.7 %

Product development expenses increased primarily due to higher compensation related costs at the Tech-focused segment of $0.9 million consistent with the Company's strategy, partially offset by reductions in compensation related costs at Hospitality and Energy, in Corporate & Other of $467,000.

~~Sales and Marketing Expenses~~

Three Months Ended September 30, Increase
Percent
Change
2017 2016
(in thousands, except percentages)
Sales and marketing $ 19,988
$ 19,425
$ 563
2.9 %
Percentage of revenues 38.1 % 34.6 %



	September 30, 2017			December 31, 2016
ASSETS
Current assets
Cash	$	22,086		$	22,987
Accounts receivable, net of allowance for doubtful accounts of $1,769 and $3,181	33,146			43,148
Income taxes receivable	2,141			731
Prepaid and other current assets	4,482			3,312
Total current assets	61,855			70,178
Fixed assets, net	17,119			16,610
Acquired intangible assets, net	47,440			49,120
Goodwill	176,641			171,745
Deferred income taxes	365			306
Other assets	2,584			2,136
Total assets	$	306,004		$	310,095
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	20,572		$	20,220
Deferred revenue	81,823			84,615
Income taxes payable	1,302			3,467
Total current liabilities	103,697			108,302
Long-term debt, net	68,402			84,760
Deferred income taxes	7,909			7,901
Accrual for unrecognized tax benefits	4,871			2,513
Other long-term liabilities	2,809			2,736
Total liabilities	187,688			206,212
Commitments and contingencies (Note 7)
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 82,880 and 81,989 shares, respectively; outstanding: 50,265 and 49,591 shares, respectively	829			820
Additional paid-in capital	373,203			366,247
Accumulated other comprehensive loss	(27,623		)	(32,276		)
Accumulated earnings	48,018			44,078
Treasury stock, 32,615 and 32,398 shares, respectively	(276,111		)	(274,986		)
Total stockholders’ equity	118,316			103,883
Total liabilities and stockholders’ equity	$	306,004		$	310,095



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Revenues	$	52,424		$	56,073		$	157,014		$	172,032
Operating expenses:
Cost of revenues	7,616			7,943			22,681			24,557
Product development	6,423			6,018			19,230			19,323
Sales and marketing	19,988			19,425			59,638			58,573
General and administrative	9,454			10,101			30,779			32,822
Depreciation	2,576			2,478			7,703			7,639
Amortization of intangible assets	554			1,570			1,686			6,106
Impairment of goodwill	—			15,369			—			15,369
Impairment of fixed and intangible assets	2,226			9,252			2,226			9,252
Disposition related and other costs (Note 9)	1,049			—			2,236			3,347
Total operating expenses	49,886			72,156			146,179			176,988
Operating income (loss)	2,538			(16,083		)	10,835			(4,956		)
Interest expense	(1,173		)	(901		)	(2,777		)	(2,593		)
Other expense	(3		)	(1		)	(10		)	(33		)
Income (loss) before income taxes	1,362			(16,985		)	8,048			(7,582		)
Income tax (benefit) expense	304			(144		)	3,828			3,294
Net income (loss)	$	1,058		$	(16,841	)	$	4,220		$	(10,876	)

Basic earnings (loss) per share	$	0.02		$	(0.35	)	$	0.09		$	(0.22	)
Diluted earnings (loss) per share	$	0.02		$	(0.35	)	$	0.09		$	(0.22	)

Weighted-average basic shares outstanding	48,021			47,719			47,858			48,596
Weighted-average diluted shares outstanding	48,502			47,719			48,397			48,596



	As of September 30, 2017
	Total Cost		Accumulated Amortization			Foreign Currency Translation Adjustment			Acquired Intangible Assets, Net
Technology	$	5,228	$	(4,597	)	$	(631	)	$	—
Trademarks and brand names—Dice	39,000		—			—			39,000
Trademarks and brand names—Other	13,394		(8,436		)	(2,185		)	2,773
Customer lists	14,500		(6,721		)	(2,112		)	5,667
Candidate and content database	8,857		(8,354		)	(503		)	—
Acquired intangible assets, net	$	80,979	$	(28,108	)	$	(5,431	)	$	47,440



	As of December 31, 2016
	Total Cost		Accumulated Amortization			Foreign Currency Translation Adjustment			Impairment			Acquired Intangible Assets, Net
Technology	$	10,308	$	(9,677	)	$	(631	)	$	—		$	—
Trademarks and brand names—Dice	39,000		—			—			—			39,000
Trademarks and brand names—Other	23,194		(14,379		)	(2,286		)	(3,168		)	3,361
Customer lists	28,473		(13,518		)	(2,112		)	(6,084		)	6,759
Candidate and content database	15,918		(15,295		)	(623		)	—			—
Acquired intangible assets, net	$	116,893	$	(52,869	)	$	(5,652	)	$	(9,252	)	$	49,120



October 1, 2017 through December 31, 2017	$	507
2018	1,781
2019	1,476
2020	1,421
2021	1,149
2022 and thereafter	2,106
Total	$	8,440



	September 30, 2017			December 31, 2016
Amounts borrowed:
Revolving credit facility	$	69,000		$	86,000
Less: deferred financing costs, net of accumulated amortization of $1,480 and $1,487	(598		)	(1,240		)
Total borrowed	$	68,402		$	84,760

Available to be borrowed under revolving facility, subject to certain limitations	$	81,000		$	164,000

Interest rates:
LIBOR rate loans:
Interest margin	2.00		%	2.00		%
Actual interest rates	3.25		%	2.81		%



October 1, 2017 through December 31, 2017	$	1,341
2018	4,757
2019	4,245
2020	3,829
2021	3,139
2022 and thereafter	8,727
Total minimum payments	$	26,038



	Accrual at June 30, 2017		Expense		Cash Payments		Accrual at September 30, 2017
Severance and retention	$	853	$	676	(844	)	$	685
Professional fees	70		373		(179	)	264
Total disposition related and other costs	$	923	$	1,049	(1,023	)	$	949



	Accrual at December 31, 2016		Expense		Cash Payments		Accrual at September 30, 2017
Severance and retention	$	—	$	1,793	(1,108	)	$	685
Professional fees	—		443		(179	)	264
Total disposition related and other costs	$	—	$	2,236	(1,287	)	$	949



Severance—Slashdot Media	$	981
Accelerated stock based compensation expense—Slashdot Media	900
Loss on sale of Slashdot Media	639
Severance related to other brands	827
Total disposition related and other costs	$	3,347



	Nine Months Ended September 30, 2017				Nine Months Ended September 30, 2016
	Shares		Weighted- Average Fair Value at Grant Date		Shares		Weighted- Average Fair Value at Grant Date
Non-vested at beginning of the period	2,226,375		$	7.87	2,122,225		$	8.54
Granted	1,262,500		$	4.72	1,199,200		$	7.47
Forfeited	(438,000	)	$	6.87	(294,375	)	$	8.15
Vested	(814,075	)	$	7.98	(833,225	)	$	8.57
Non-vested at end of period	2,236,800		$	6.25	2,193,825		$	8.00



	Three Months Ended September 30, 2017
	Options		Weighted-Average Exercise Price		Aggregate Intrinsic Value
Options outstanding at beginning of the period	1,273,088		$	9.29	$	—
Forfeited	(136,875	)	$	9.42	$	—
Options outstanding at end of period	1,136,213		$	9.28	$	—



	Options Outstanding		Options Exercisable
Exercise Price	Number Outstanding	Weighted- Average Remaining Contractual Life	Number Exercisable
		(in years)
$ 7.00 - $ 7.99	327,375	3.4	285,687
$ 8.00 - $ 8.99	199,500	1.8	191,718
$ 9.00 - $ 9.99	480,000	2.6	480,000
$ 10.00 - $ 14.50	129,338	0.8	129,338
	1,136,213		1,086,743



	September 30, 2017		December 31, 2016
Total assets (recast for the change in reportable segments):
Tech-focused	$	263,822	$	263,462
Healthcare	13,287		14,375
Corporate & Other	28,895		32,258
Total assets	$	306,004	$	310,095


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



	Three Months Ended September 30,						Decrease			Percent Change
	2017			2016			Decrease			Percent Change
	(in thousands, except percentages)
Cost of revenues	$	7,616		$	7,943		$	(327	)	(4.1	)%
Percentage of revenues	14.5		%	14.2		%


	Three Months Ended March 31,
	Dollars
	2023		2022
Reconciliation of Net Income to Adjusted EBITDA:
Net income	$	460	$	1,301
Interest expense	798		245
Income tax benefit	(514)		(763)
Depreciation	4,173		3,958
Non-cash stock-based compensation	2,887		2,235
Income from equity method investment	(171)		(155)
Severance and related costs	421		109
Adjusted EBITDA	$	8,054	$	6,930

Reconciliation of cash provided by operating activities to Adjusted EBITDA
Net cash provided by operating activities	$	11	$	9,218
Interest expense	798		245
Amortization of deferred financing costs	(36)		(37)
Income tax benefit	(514)		(763)
Deferred income taxes	848		1,823
Change in accrual for unrecognized tax benefits	(60)		(93)
Change in accounts receivable	4,153		3,820
Change in deferred revenue	(7,981)		(10,640)
Severance and related costs	421		109
Changes in working capital and other	10,414		3,248
Adjusted EBITDA	$	8,054	$	6,930



	For the nine months ended September 30,
	2017			2016
Reconciliation of Net Income to Adjusted EBITDA:
Net income	$	4,220		$	(10,876	)
Interest expense	2,777			2,593
Income tax expense	3,828			3,294
Depreciation	7,703			7,639
Amortization of intangible assets	1,686			6,106
Impairment of goodwill	—			15,369
Non-cash stock compensation expense	6,275			7,850
Impairment of fixed and intangible assets	2,226			9,252
Severance--Slashdot Media	—			981
Accelerated stock based compensation expense--Slashdot Media	—			900
Loss on sale of business	—			639
Costs related to strategic alternatives process	807			—
Costs related to divestitures	442			—
Other	10			33
Adjusted EBITDA	$	29,974		$	43,780

Reconciliation of Operating Cash Flows to Adjusted EBITDA:
Net cash provided by operating activities	$	27,179		$	37,012
Interest expense	2,777			2,593
Amortization of deferred financing costs	(642		)	(243		)
Income tax expense	3,828			3,294
Deferred income taxes	23			1,977
Severance--Slashdot Media	—			981
Change in accrual for unrecognized tax benefits	(2,358		)	(166		)
Change in accounts receivable	(10,607		)	(8,047		)
Change in deferred revenue	3,774			493
Costs related to strategic alternatives process	807			—
Costs related to divestitures	442			—
Changes in working capital and other	4,751			5,886
Adjusted EBITDA	$	29,974		$	43,780



	Payments due by period
	Total		Less Than 1 Year		2-3 Years		4-5 Years		More Than 5 Years
	(in thousands)
Credit Agreement	$	69,000	$	—	$	—	$	69,000	$	—
Operating lease obligations	26,038		1,341		9,002		6,968		8,727
Total contractual obligations	$	95,038	$	1,341	$	9,002	$	75,968	$	8,727


~~Item 3.~~	~~Quantitative and Qualitative Disclosures about Market Risk~~


~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~


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
January 1 through January 31, 2023	500,280	$	5.74	228,589	$	790,079
February 1 through February 28, 2023	360,027	$	5.30	245,607	$	9,223,948
March 1 through March 31, 2023	268,340	$	3.86	268,340	$	8,189,434
Total	1,128,647			742,536



10.1*3.1						Consent Memorandum, dated August 15, 2017, among JPMorgan Chase Bank, N.A, as administrative agent (the "Administrative Agent"), the Lenders party thereto, and DHI Group, Inc., Dice Inc., and Dice Career Solutions, Inc., as borrowers (the “Borrowers”), related to that certain Amended and Restated ~~Credit Agreement, dated as~~Certificate of ~~November 24, 2015 (as amended)~~Incorporation (incorporated by ~~and among~~reference from Exhibit 3.1 to the ~~Borrowers, the Lenders party thereto and the Administrative Agent.~~Company's Current Report on Form 8-K (File No. 001-33584) filed on July 23, 2007).
31.1*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).
31.1*						Certifications of ~~Michael Durney,~~Art Zeile, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certifications of ~~Luc Grégoire,~~Kevin Bostick, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certifications of ~~Michael Durney,~~Art Zeile, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certifications of ~~Luc Grégoire,~~Kevin Bostick, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS						XBRL Instance ~~Document.~~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)



10.1*		Consent Memorandum, dated August 15, 2017, among JPMorgan Chase Bank, N.A, as administrative agent (the "Administrative Agent"), the Lenders party thereto, and DHI Group, Inc., Dice Inc., and Dice Career Solutions, Inc., as borrowers (the “Borrowers”), related to that certain Amended and Restated Credit Agreement, dated as of November 24, 2015 (as amended) by and among the Borrowers, the Lenders party thereto and the Administrative Agent.
31.1*	~~Certifications of Michael Durney, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~
31.2*	~~Certifications of Luc Grégoire, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~
32.1*	~~Certifications of Michael Durney, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~
32.2*	~~Certifications of Luc Grégoire, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~
~~101.INS~~	~~XBRL Instance 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.~~