Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ______________________________________________ OR ☐ TRANSITION PERIOD PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-33584 ____________________________________________ DHI Group, Inc. (Exac ...

Financial Data and Key Metrics Changes - Total revenue for Q1 2022 was $34.3 million, representing a 29% year-over-year increase and a 2% sequential increase [27] - Total bookings for the quarter were $50.7 million, up 32% year-over-year [27] - Adjusted EBITDA for the first quarter was $6.9 million, with a margin of 20%, compared to $5.6 million and a margin of 21% in the prior year [35] - Income from continuing operations was $1.3 million or $0.03 per diluted share, compared to $2 million or $0.04 per diluted share a year ago [33] Business Line Data and Key Metrics Changes - Dice revenue was $24.6 million, up 29% year-over-year, with bookings of $36.8 million, also up 32% year-over-year [28] - ClearanceJobs revenue was $9.7 million, up 27% year-over-year, with bookings of $13.9 million, up 31% year-over-year [30] - Dice customer count increased to 6,249, a 20% year-over-year growth [28] - ClearanceJobs customer count reached 1,928, a 10% year-over-year increase [30] Market Data and Key Metrics Changes - U.S. employers posted 1.1 million tech jobs, a 43% increase from the previous year [10] - Average tech salaries increased by 6.9% from 2020 to 2021 [10] - The total addressable market for Dice and ClearanceJobs is estimated to exceed $1 billion annually [17][22] Company Strategy and Development Direction - The company is focusing on expanding its sales team and increasing marketing spend to capture growth opportunities in the technology recruitment market [18][32] - The strategy includes targeting commercial accounts and staffing firms, with a significant addressable market identified [15][22] - The company aims to maintain adjusted EBITDA margins at or near 20% while investing in growth [40] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the strong demand for technologists and the positive momentum in bookings, expecting revenue growth of 20% to 22% for the full year [39] - The company anticipates that the ongoing digital transformation across industries will sustain demand for tech talent, even in a potentially challenging macroeconomic environment [60] - Management noted that the defense budget increase due to geopolitical tensions could benefit ClearanceJobs [59] Other Important Information - Deferred revenue at the end of the quarter was $56.8 million, up 27% year-over-year [37] - The company repurchased approximately 1.3 million shares for $7.5 million during the quarter [38] Q&A Session Summary Question: What is the key driver behind the upward revision to the guidance? - Management indicated that strong bookings and positive momentum in the commercial accounts division are key drivers for the revised guidance [43][44] Question: How should the long-term profitability outlook be viewed? - Management believes that margins could reach the 30% range over the next three to four years, consistent with other SaaS models [46] Question: What investments have been successful in Q1? - The marketing investment aimed at brand awareness campaigns resulted in a 50% increase in traffic to the Dice site [55] Question: Has there been any incremental demand for ClearanceJobs due to the conflict in Ukraine? - Management noted that increased defense budgets during wartime typically lead to higher demand for cleared professionals [59] Question: How is the overall demand for tech talent expected to evolve? - Management expects continued demand for technologists due to the acceleration of digital strategies across businesses [60] Question: What is the mix of recurring versus non-recurring revenues? - The company maintains a consistent 90-10 mix of recurring to non-recurring revenues across both business lines [51]

[PART I. FINANCIAL INFORMATION](index=2&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents DHI Group, Inc.'s unaudited financial statements and management's analysis for Q1 2022 [Item 1. Unaudited Financial Statements](index=3&type=section&id=Item%201.%20Unaudited%20Financial%20Statements) This section presents DHI Group, Inc.'s unaudited condensed consolidated financial statements for Q1 2022 and 2021, with accompanying detailed notes - Financial statements are unaudited and prepared in accordance with SEC rules and U.S. GAAP, with adjustments consisting of normal and recurring accruals[25](index=25&type=chunk) - Operating results for the three-month period ended March 31, 2022, are not necessarily indicative of full-year results[25](index=25&type=chunk) - The eFinancialCareers (eFC) business was deconsolidated as of **June 30, 2021**, and is reflected as a discontinued operation, with ongoing operations focused on the **Tech-focused** segment (Dice and ClearanceJobs) in the United States[27](index=27&type=chunk)[28](index=28&type=chunk) [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the Company's condensed consolidated balance sheets as of March 31, 2022, and December 31, 2021 | Metric | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | Change (vs Dec 31, 2021) | | :-------------------------------- | :---------------------------- | :------------------------------- | :----------------------- | | Total Assets | $228,419 | $221,578 | +$6,841 | | Total Liabilities | $120,214 | $105,216 | +$14,998 | | Total Stockholders' Equity | $108,205 | $116,362 | -$8,157 | | Cash and cash equivalents | $4,966 | $1,540 | +$3,426 | | Accounts receivable, net | $22,205 | $18,385 | +$3,820 | | Deferred revenue (current) | $55,787 | $45,217 | +$10,570 | | Long-term debt, net | $32,767 | $22,730 | +$10,037 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section presents the Company's condensed consolidated statements of operations for Q1 2022 and 2021, detailing revenues, expenses, and net income | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | YoY Change | YoY % Change | | :--------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------- | :----------- | | Revenues | $34,334 | $26,676 | +$7,658 | +28.7% | | Total Operating Expenses | $33,706 | $26,860 | +$6,846 | +25.5% | | Operating Income (Loss) | $628 | $(184) | +$812 | -441.3% | | Income before income taxes | $538 | $2,134 | -$1,596 | -74.8% | | Net Income | $1,301 | $2,671 | -$1,370 | -51.3% | | Basic EPS - continuing operations | $0.03 | $0.04 | -$0.01 | -25.0% | | Diluted EPS - continuing operations | $0.03 | $0.04 | -$0.01 | -25.0% | | Basic EPS | $0.03 | $0.06 | -$0.03 | -50.0% | | Diluted EPS | $0.03 | $0.05 | -$0.02 | -40.0% | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20%28Loss%29) This section presents the Company's condensed consolidated statements of comprehensive income (loss) for the three months ended March 31, 2022, and 2021 | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | YoY Change | YoY % Change | | :---------------------------- | :--------------------------------------- | :--------------------------------------- | :--------- | :----------- | | Net Income | $1,301 | $2,671 | -$1,370 | -51.3% | | Foreign currency translation adjustment | $8 | $297 | -$289 | -97.3% | | Total other comprehensive income | $8 | $297 | -$289 | -97.3% | | Comprehensive Income | $1,309 | $2,968 | -$1,659 | -55.9% | [Condensed Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) This section presents the Company's condensed consolidated statements of stockholders' equity for Q1 2022 and December 31, 2021 | Metric | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | Change | | :-------------------------------- | :---------------------------- | :------------------------------- | :----- | | Total Stockholders' Equity | $108,205 | $116,362 | -$8,157 | | Additional Paid-in Capital | $244,065 | $241,854 | +$2,211 | | Accumulated Earnings | $25,530 | $24,229 | +$1,301 | | Treasury Stock | $(162,099) | $(150,398) | -$11,701 | - Net income for the period was **$1.301 million**[21](index=21&type=chunk) - Stock-based compensation added **$2.235 million** to additional paid-in capital[21](index=21&type=chunk) - Purchase of treasury stock under stock repurchase plan amounted to **$7.499 million**[21](index=21&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents the Company's condensed consolidated statements of cash flows for the three months ended March 31, 2022, and 2021 | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | YoY Change | | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------- | | Net cash flows from operating activities | $9,218 | $6,424 | +$2,794 | | Net cash flows used in investing activities | $(4,091) | $(3,703) | -$388 | | Net cash flows used in financing activities | $(1,701) | $(3,012) | +$1,311 | | Net change in cash and cash equivalents | $3,426 | $(321) | +$3,747 | | Cash and cash equivalents, end of period | $4,966 | $7,319 | -$2,353 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures for the condensed consolidated financial statements, covering accounting policies, fair value, revenue, and equity - The Company operates as a single reportable segment, **"Tech-focused,"** comprising Dice and ClearanceJobs brands, with all operations now in the United States following the deconsolidation of eFinancialCareers (eFC)[28](index=28&type=chunk) - Management believes all adjustments (normal and recurring accruals) have been made to fairly present the financial position, results of operations, and cash flows[25](index=25&type=chunk) [Note 1. BASIS OF PRESENTATION](index=8&type=section&id=Note%201.%20BASIS%20OF%20PRESENTATION) This note outlines the basis of presentation for the unaudited condensed consolidated financial statements, including GAAP and segment reporting - Unaudited condensed consolidated financial statements prepared under SEC rules and U.S. GAAP, with normal and recurring accruals[25](index=25&type=chunk) - eFinancialCareers (eFC) business was deconsolidated on **June 30, 2021**, and is now reflected as a discontinued operation[27](index=27&type=chunk) - The Company operates as a single **"Tech-focused"** reportable segment, including Dice and ClearanceJobs, with all operations in the United States[28](index=28&type=chunk) [Note 2. NEW ACCOUNTING STANDARDS](index=8&type=section&id=Note%202.%20NEW%20ACCOUNTING%20STANDARDS) This note discusses the Company's evaluation of new accounting standards and their potential impact on financial statements - The Company is evaluating the expected impact of ASU No. 2016-13 (Financial Instruments - Credit Losses) on its consolidated financial statements, effective for Smaller Reporting Companies for fiscal years beginning after **December 15, 2022**[29](index=29&type=chunk) [Note 3. FAIR VALUE MEASUREMENTS](index=8&type=section&id=Note%203.%20FAIR%20VALUE%20MEASUREMENTS) This note details the Company's fair value measurements for financial instruments, including the hierarchy of inputs used for valuation - Fair value hierarchy (**Level 1, 2, 3**) is used for financial instruments[31](index=31&type=chunk) - Carrying amounts of cash, receivables, payables, and long-term debt approximate fair values[32](index=32&type=chunk) - Investments (non-current) at fair value use **Level 3** inputs (discounted cash flow based on probability of outcomes), while long-term debt fair value uses **Level 2** inputs (present value techniques and market-based rates)[32](index=32&type=chunk) - The **40%** interest in eFC was valued using a combination of discounted cash flow and market approach, with a **19.0%** discount rate[34](index=34&type=chunk) [Note 4. DISCONTINUED OPERATIONS](index=9&type=section&id=Note%204.%20DISCONTINUED%20OPERATIONS) This note provides details on the eFinancialCareers (eFC) business, which was deconsolidated and is now reflected as a discontinued operation - Majority ownership of eFinancialCareers (eFC) was transferred on **June 30, 2021**, and its financial results are reflected as discontinued operations[35](index=35&type=chunk) Discontinued Operations Financial Summary | Metric | 2021 (in thousands) | | :------------------------- | :----- | | Revenues | $5,957 | | Operating expenses | $(5,275) | | Operating income | $682 | | Net income | $659 | Discontinued Operations Cash Flow Items | Metric | 2021 (in thousands) | | :------------------------ | :----- | | Depreciation | $465 | | Purchases of fixed assets | $124 | [Note 5. REVENUE RECOGNITION](index=10&type=section&id=Note%205.%20REVENUE%20RECOGNITION) This note explains the Company's revenue recognition policies, including how revenue is generated and recognized from contracts with customers - Revenue is recognized when control of the promised goods or services is transferred, net of discounts, ratably over the service period[39](index=39&type=chunk) - Revenue is primarily generated from recruitment packages, advertising, classifieds, and event booth rentals[39](index=39&type=chunk) Revenue by Brand | Brand | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | YoY Change (in thousands) | YoY % Change | | :------------ | :-------------------------------- | :-------------------------------- | :--------- | :----------- | | Dice | $24,634 | $19,051 | +$5,583 | +29.3% | | ClearanceJobs | $9,700 | $7,625 | +$2,075 | +27.2% | | Total | $34,334 | $26,676 | +$7,658 | +28.7% | Contract Balances | Metric | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :-------------------------------- | :------------- | :---------------- | | Receivables | $22,205 | $18,385 | | Short-term deferred revenue | $55,787 | $45,217 | | Long-term deferred revenue | $999 | $929 | Revenue from Contract Liability | Period | 2022 (in thousands) | 2021 (in thousands) | | :-------------------------------------------------- | :----- | :----- | | Revenue from contract liability at beginning of period | $20,940 | $17,296 | Remaining Performance Obligations | Period | Tech-focused (in thousands) | | :------------------------ | :----------- | | Remainder of 2022 | $52,404 | | 2023 | $4,092 | | 2024 | $274 | | 2025 | $16 | | Total | $56,786 | [Note 6. LEASES](index=11&type=section&id=Note%206.%20LEASES) This note describes the Company's operating leases for corporate office space and equipment, including lease costs and liabilities - The Company has operating leases for corporate office space and equipment, with terms from one to eight years, some with renewal options[45](index=45&type=chunk) Lease Costs | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | | :------------------- | :-------------------------------- | :-------------------------------- | | Operating lease cost | $509 | $564 | | Sublease income | $(123) | $(180) | | Total lease cost | $386 | $384 | Lease Balances and Rates | Metric | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :-------------------------------- | :------------- | :---------------- | | Operating lease right-of-use assets | $6,445 | $6,888 | | Total operating lease liabilities | $8,784 | $9,370 | | Weighted Average Remaining Lease Term (in years) | 3.4 | 3.6 | | Weighted Average Discount Rate | 3.81% | 3.80% | Operating Lease Maturities | Period | Operating Leases (in thousands) | | :-------------------------------- | :--------------- | | April 1, 2022 through Dec 31, 2022 | $2,029 | | 2023 | $2,451 | | 2024 | $1,965 | | 2025 | $1,946 | | 2026 | $992 | | 2027 and thereafter | $85 | | Total lease payments | $9,468 | | Less imputed interest | $684 | | Total | $8,784 | [Note 7. INVESTMENTS](index=12&type=section&id=Note%207.%20INVESTMENTS) This note details the Company's investments, including equity securities, convertible promissory notes, and equity method investments in Rigzone and eFC - The Company recognized a **$2.5 million** unrealized gain on an equity security investment in **Q1 2021**, which was sold in **Q3 2021**, resulting in a **$1.2 million** realized gain for the nine months ended September 30, 2021[51](index=51&type=chunk) - A **$3.0 million** investment was made in **Q3 2021** via a subordinated convertible promissory note in a values-based career destination company, recorded at fair value (**$3.0 million**) as a trading security[53](index=53&type=chunk) - The Company retains a **40%** common share interest in Rigzone and eFC, accounted for under the equity method[54](index=54&type=chunk)[56](index=56&type=chunk) - Rigzone investment is recorded at **zero** due to approximately zero accumulated earnings[56](index=56&type=chunk) - For eFC, the Company recorded **$0.2 million** of income in **Q1 2022** from its proportionate share of net income, net of currency translation and basis difference amortization[56](index=56&type=chunk) [Note 8. ACQUIRED INTANGIBLE ASSETS, NET](index=14&type=section&id=Note%208.%20ACQUIRED%20INTANGIBLE%20ASSETS%2C%20NET) This note discusses the Company's acquired intangible assets, primarily the Dice.com trademarks and brand name, and related impairment assessments - The Dice.com trademarks and brand name are an indefinite-lived acquired intangible asset valued at **$23.8 million** as of March 31, 2022, and December 31, 2021[61](index=61&type=chunk) - No impairment was recorded for indefinite-lived acquired intangible assets during the three-month periods ended March 31, 2022, and 2021[61](index=61&type=chunk) - The fair value of Dice trademarks and brand name was determined using a relief from royalty rate method (**4.0%** royalty rate, **12.5%** discount rate) in the October 1, 2021 analysis[62](index=62&type=chunk) [Note 9. GOODWILL](index=14&type=section&id=Note%209.%20GOODWILL) This note provides information on the Company's goodwill, specifically for the Tech-focused reporting unit, and its annual impairment testing - Goodwill for the Tech-focused reporting unit remained at **$128.1 million** as of March 31, 2022, with no changes from December 31, 2021[64](index=64&type=chunk) - The annual impairment test as of **October 1, 2021**, indicated the fair value of the Tech-focused reporting unit substantially exceeded its carrying value[64](index=64&type=chunk) - No quantitative impairment test was performed as of March 31, 2022, as results exceeded projections, and no impairment was recorded in **Q1 2022** or **Q1 2021**[65](index=65&type=chunk) - The October 1, 2021 analysis used a discount rate of **11.5%** for the Tech-focused reporting unit[68](index=68&type=chunk) [Note 10. INDEBTEDNESS](index=15&type=section&id=Note%2010.%20INDEBTEDNESS) This note details the Company's indebtedness, primarily its revolving loan facility, and compliance with financial covenants - The Company has a **$90 million** revolving loan facility under a Credit Agreement maturing in **November 2023**[70](index=70&type=chunk) Revolving Credit Facility Details | Metric | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :------------------------------------------------------------------------------------------------------- | :------------- | :---------------- | | Revolving credit facility | $33,000 | $23,000 | | Long-term debt, net | $32,767 | $22,730 | | Available to be borrowed under revolving facility, subject to certain limitations | $57,000 | $67,000 | Interest Rates | Metric | March 31, 2022 | December 31, 2021 | | :---------------- | :------------- | :---------------- | | LIBOR rate loans: Interest margin | 1.75% | 1.75% | | Actual interest rates | 2.25% | 1.88% | | Commitment fee | 0.30% | 0.30% | - The Company was in compliance with all financial covenants under the Credit Agreement as of **March 31, 2022**[72](index=72&type=chunk) [Note 11. COMMITMENTS AND CONTINGENCIES](index=16&type=section&id=Note%2011.%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the Company's commitments and contingencies, including routine legal claims and management's assessment of their impact - The Company is subject to various claims from taxing authorities, lawsuits, and other complaints arising in the ordinary course of business[76](index=76&type=chunk) - Management believes the final resolution of these legal matters will not have a material effect on the Company's financial condition, operations, or liquidity[76](index=76&type=chunk) - Provisions for losses are recorded when claims are probable and estimable[76](index=76&type=chunk) [Note 12. EQUITY TRANSACTIONS](index=16&type=section&id=Note%2012.%20EQUITY%20TRANSACTIONS) This note describes the Company's equity transactions, including stock repurchase programs and shares repurchased - The Board approved a new stock repurchase program in **February 2022**, authorizing the purchase of up to **$15 million** of common stock through **February 2023**[78](index=78&type=chunk) - As of **March 31, 2022**, **$13.1 million** remained available for repurchase under the current plan[80](index=80&type=chunk) Stock Repurchases | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Shares repurchased | 1,302,226 | 589,899 | | Average purchase price per share | $5.78 | $2.62 | | Dollar value of shares repurchased | $7,525 | $1,546 | Shares Repurchased Upon Vesting | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Shares repurchased upon restricted stock/PSU vesting | 773,048 | 508,899 | | Average purchase price per share | $5.44 | $2.64 | | Dollar value of shares repurchased upon restricted stock/PSU vesting | $4,202 | $1,343 | [Note 13. STOCK-BASED COMPENSATION](index=17&type=section&id=Note%2013.%20STOCK-BASED%20COMPENSATION) This note provides details on the Company's stock-based compensation expense and the status of non-vested awards - Total stock-based compensation expense was **$2.2 million** for **Q1 2022**, up from **$1.8 million** in **Q1 2021**[85](index=85&type=chunk) - Unrecognized compensation expense related to unvested awards was **$18.1 million** as of **March 31, 2022**, expected to be recognized over approximately **1.5 years**[85](index=85&type=chunk) Restricted Stock Units (RSUs) Activity | Metric | Three Months Ended March 31, 2022 (Shares) | Three Months Ended March 31, 2021 (Shares) | | :---------------------------- | :--------------------------------------- | :--------------------------------------- | | Non-vested at beginning of period | 3,371,832 | 3,877,853 | | Granted | 932,500 | 1,468,223 | | Forfeited | (81,714) | (204,175) | | Vested | (1,098,127) | (1,034,684) | | Non-vested at end of period | 3,124,491 | 4,107,217 | Performance Stock Units (PSUs) Activity | Metric | Three Months Ended March 31, 2022 (Shares) | Three Months Ended March 31, 2021 (Shares) | | :---------------------------- | :--------------------------------------- | :--------------------------------------- | | Non-vested at beginning of period | 1,593,775 | 1,352,438 | | Granted | 1,553,332 | 990,000 | | Forfeited | (93,341) | (105,656) | | Vested | (928,717) | (339,111) | | Non-vested at end of period | 2,125,049 | 1,897,671 | - No stock options were granted during the three months ended March 31, 2022, and 2021[91](index=91&type=chunk) [Note 14. EARNINGS PER SHARE](index=19&type=section&id=Note%2014.%20EARNINGS%20PER%20SHARE) This note presents the Company's basic and diluted earnings per share calculations for continuing and discontinued operations Earnings Per Share Calculation | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | Net income (in thousands) | $1,301 | $2,671 | | Weighted-average shares outstanding—diluted (in thousands) | 47,170 | 48,606 | | Diluted earnings per share - continuing operations | $0.03 | $0.04 | | Diluted earnings per share - discontinued operations | $0.00 | $0.01 | | Diluted earnings per share | $0.03 | $0.05 | - Diluted EPS decreased from **$0.05** in **Q1 2021** to **$0.03** in **Q1 2022**, primarily due to an unrealized gain on equity securities in 2021[139](index=139&type=chunk) [Note 15. INCOME TAXES](index=20&type=section&id=Note%2015.%20INCOME%20TAXES) This note provides information on the Company's income tax expense (benefit) and effective tax rates for the periods presented Income Tax Details | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | | :----------------------- | :-------------------------------- | :-------------------------------- | | Effective tax rate | (141.8)% | 5.7% | - The effective tax rate for **Q1 2022** was **(142)%** due to a **$0.8 million** tax benefit from share-based compensation awards[96](index=96&type=chunk)[137](index=137&type=chunk) - The effective tax rate for **Q1 2021** was **6%** due to a **$0.5 million** tax benefit from the release of a valuation allowance on capital loss carryforward[96](index=96&type=chunk)[137](index=137&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of the Company's financial condition and results of operations for Q1 2022 versus Q1 2021, covering revenue, expenses, liquidity, and Adjusted EBITDA - The Company's strategy is **tech-focused**, with Dice and ClearanceJobs brands serving specialized technology and security-cleared professions in the U.S.[104](index=104&type=chunk)[105](index=105&type=chunk) - The eFinancialCareers (eFC) business was transferred to management on **June 30, 2021**, and is now a discontinued operation[106](index=106&type=chunk) - Key metrics for business analysis include total recruitment package customers and average revenue per customer[109](index=109&type=chunk) [Overview](index=21&type=section&id=Overview) This section provides an overview of DHI Group, Inc.'s business, focusing on its tech-focused career marketplaces in the U.S. - DHI Group, Inc. provides software products, online tools, and services for career marketplaces in the U.S., focusing on technology and government security clearance professionals through its Dice and ClearanceJobs brands[104](index=104&type=chunk) - The Company specializes in employment categories with long-term scarcity of highly skilled professionals[105](index=105&type=chunk) - eFinancialCareers (eFC) business was transferred on **June 30, 2021**, making all ongoing DHI operations (Dice and ClearanceJobs) U.S.-based[106](index=106&type=chunk) - The Company operates as a single reportable segment, **"Tech-focused"**[107](index=107&type=chunk) [Our Revenues and Expenses](index=21&type=section&id=Our%20Revenues%20and%20Expenses) This section discusses the Company's revenue generation from job postings and resume databases, and the primary components of its operating expenses - Majority of revenues are derived from fees for job postings and access to resume databases, varying by customer based on user count, job postings, and package terms[109](index=109&type=chunk) Recruitment Package Customers | Brand | March 31, 2022 (customers) | March 31, 2021 (customers) | Increase (Decrease) (customers) | Percent Change | | :------------ | :------------- | :------------- | :------------------ | :------------- | | Dice | 6,249 | 5,200 | 1,049 | 20% | | ClearanceJobs | 1,928 | 1,753 | 175 | 10% | Average Revenue Per Customer | Brand | 2022 (in thousands) | 2021 (in thousands) | Increase (Decrease) (in thousands) | Percent Change | | :------------ | :----- | :----- | :------------------ | :------------- | | Dice | $14,112 | $13,536 | $576 | 4% | | ClearanceJobs | $18,408 | $16,476 | $1,932 | 12% | - Dice customer increase driven by strong renewal rates and new business activity; ClearanceJobs increase due to high demand for cleared professionals and product enhancements[113](index=113&type=chunk) Deferred Revenue and Backlog | Metric | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | Change (vs Dec 31, 2021) (in thousands) | % Change (vs Dec 31, 2021) | March 31, 2021 (in thousands) | Change (vs Mar 31, 2021) (in thousands) | % Change (vs Mar 31, 2021) | | :-------------------------------- | :------------- | :---------------- | :----------------------- | :------------------------- | :------------- | :----------------------- | :------------------------- | | Deferred Revenue | $56,786 | $46,146 | $10,640 | 23% | $44,835 | $11,951 | 27% | | Contractual commitments not invoiced | $49,262 | $46,497 | $2,765 | 6% | $25,931 | $23,331 | 90% | | Backlog | $106,048 | $92,643 | $13,405 | 14% | $70,766 | $35,282 | 50% | - Backlog growth attributed to strong technology recruitment market, bookings growth at Dice and ClearanceJobs, focus on multi-year contracts, and investments in sales and marketing[115](index=115&type=chunk) - The Company continues to develop new software products and features to attract and engage qualified professionals and match them with employers[117](index=117&type=chunk) - Largest components of expenses are personnel costs and marketing/sales expenditures[122](index=122&type=chunk) [Critical Accounting Estimates](index=23&type=section&id=Critical%20Accounting%20Estimates) This section confirms no material changes to critical accounting estimates compared to the prior fiscal year's Annual Report on Form 10-K - No material changes to critical accounting estimates compared to the Annual Report on Form 10-K for fiscal year ended **December 31, 2021**[123](index=123&type=chunk) [Three Months Ended March 31, 2022 Compared to the Three Months Ended March 31, 2021](index=23&type=section&id=Three%20Months%20Ended%20March%2031%2C%202022%20Compared%20to%20the%20Three%20Months%20Ended%20March%2031%2C%202021) This section provides a detailed comparative analysis of the Company's financial performance for Q1 2022 versus Q1 2021, covering revenues, operating expenses, operating income, and EPS - Overall revenue increased by **$7.7 million** (**29%**) year-over-year[124](index=124&type=chunk) - Operating income improved by **$0.8 million**, moving from a loss to a positive margin, driven by higher revenues despite increased operating costs[132](index=132&type=chunk) - Net income decreased by **$1.37 million**, primarily due to a **$2.5 million** unrealized gain on an equity security in **Q1 2021** that did not recur in **Q1 2022**[14](index=14&type=chunk)[135](index=135&type=chunk) [Revenues](index=23&type=section&id=Revenues) This section analyzes the Company's revenue performance for Q1 2022 compared to Q1 2021, broken down by Dice and ClearanceJobs brands | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | Increase (in thousands) | Percent Change | | :---------------- | :-------------------------------- | :-------------------------------- | :------- | :------------- | | Dice | $24,634 | $19,051 | $5,583 | 29% | | ClearanceJobs | $9,700 | $7,625 | $2,075 | 27% | | Total revenues | $34,334 | $26,676 | $7,658 | 29% | - Dice revenue growth (**29%**) was due to improved renewal rates, new business activity, and increasing customer counts[124](index=124&type=chunk) - ClearanceJobs revenue growth (**27%**) was driven by high demand for government-cleared professionals and consistent product releases[124](index=124&type=chunk) [Cost of Revenues](index=23&type=section&id=Cost%20of%20Revenues) This section details the changes in the Company's cost of revenues for Q1 2022 compared to Q1 2021 | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | Increase (in thousands) | Percent Change | | :----------------- | :-------------------------------- | :-------------------------------- | :------- | :------------- | | Cost of revenues | $4,099 | $3,702 | $397 | 11% | | Percentage of revenues | 11.9% | 13.9% | | | - Increase in cost of revenues (**11%**) was primarily due to higher compensation-related costs from increased headcount and a decrease in capitalized labor[125](index=125&type=chunk) [Product Development Expenses](index=24&type=section&id=Product%20Development%20Expenses) This section analyzes the changes in product development expenses for Q1 2022 compared to Q1 2021 | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | Increase (in thousands) | Percent Change | | :-------------------- | :-------------------------------- | :-------------------------------- | :------- | :------------- | | Product development | $3,942 | $3,602 | $340 | 9% | | Percentage of revenues | 11.5% | 13.5% | | | - Product development expenses increased by **$0.3 million** (**9%**) due to higher compensation-related costs, partially offset by increased capitalized labor[127](index=127&type=chunk) [Sales and Marketing Expenses](index=24&type=section&id=Sales%20and%20Marketing%20Expenses) This section details the changes in sales and marketing expenses for Q1 2022 compared to Q1 2021 | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | Increase (in thousands) | Percent Change | | :-------------------- | :-------------------------------- | :-------------------------------- | :------- | :------------- | | Sales and marketing | $13,941 | $9,771 | $4,170 | 43% | | Percentage of revenues | 40.6% | 36.6% | | | - Sales and marketing expenses increased by **$4.2 million** (**43%**) due to higher compensation costs from increased headcount and quota attainment, a **$1.4 million** increase in discretionary marketing, and a **$0.4 million** increase in operational costs as COVID-19 restrictions eased[128](index=128&type=chunk) [General and Administrative Expenses](index=24&type=section&id=General%20and%20Administrative%20Expenses) This section analyzes the changes in general and administrative expenses for Q1 2022 compared to Q1 2021 | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | Increase (in thousands) | Percent Change | | :----------------------------- | :-------------------------------- | :-------------------------------- | :------- | :------------- | | General and administrative | $7,766 | $6,154 | $1,612 | 26% | | Percentage of revenues | 22.6% | 23.1% | | | - General and administrative expenses increased by **$1.6 million** (**26%**) due to a **$0.6 million** increase in stock-based compensation (higher PSU achievement), a **$0.5 million** increase in compensation-related costs, and a **$0.4 million** increase in operational costs[129](index=129&type=chunk) [Depreciation](index=24&type=section&id=Depreciation) This section details the changes in depreciation expense for Q1 2022 compared to Q1 2021 | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | Increase (in thousands) | Percent Change | | :----------------- | :-------------------------------- | :-------------------------------- | :------- | :------------- | | Depreciation | $3,958 | $3,631 | $327 | 9% | | Percentage of revenues | 11.5% | 13.6% | | | - Depreciation expense increased by **$0.3 million** (**9%**) due to increasing capitalized development costs throughout 2021 and projects being placed into service[130](index=130&type=chunk) [Operating Income (Loss)](index=26&type=section&id=Operating%20Income%20%28Loss%29) This section analyzes the Company's operating income (loss) for Q1 2022 compared to Q1 2021 | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | Increase (in thousands) | Percent Change | | :-------------------- | :-------------------------------- | :-------------------------------- | :------- | :------------- | | Operating income (loss) | $628 | $(184) | $812 | -441% | | Percentage of revenues | 1.8% | (0.7)% | | | - Operating income improved by **$0.8 million**, moving from a loss to a positive margin, driven by higher revenues, partially offset by increased operating costs for future growth[132](index=132&type=chunk) [Income from Equity Method Investment](index=26&type=section&id=Income%20from%20Equity%20Method%20Investment) This section discusses income from the Company's equity method investment for Q1 2022 compared to Q1 2021 | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | Increase (in thousands) | Percent Change | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | :------- | :------------- | | Income from equity method investment | $155 | $0 | $155 | n/a | | Percentage of revenues | 0.5% | 0% | | | - The Company recorded **$0.2 million** of income in **Q1 2022** from its proportionate share of eFC's net income[133](index=133&type=chunk) [Interest Expense and Other](index=26&type=section&id=Interest%20Expense%20and%20Other) This section details the Company's interest expense and other income/expense for Q1 2022 compared to Q1 2021 | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | Increase (in thousands) | Percent Change | | :----------------------- | :-------------------------------- | :-------------------------------- | :------- | :------------- | | Interest expense and other | $245 | $195 | $50 | 26% | | Percentage of revenues | 0.7% | 0.7% | | | - Interest expense and other remained approximately flat year-over-year[134](index=134&type=chunk) [Gain on Investment](index=26&type=section&id=Gain%20on%20Investment) This section analyzes the gain on investment for Q1 2022 compared to Q1 2021, noting the non-recurrence of a prior year gain | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | Decrease (in thousands) | Percent Change | | :----------------- | :-------------------------------- | :-------------------------------- | :------- | :------------- | | Gain on investment | $0 | $2,513 | $(2,513) | -100% | | Percentage of revenues | 0% | 9.4% | | | - The **$2.5 million** unrealized gain in **Q1 2021** was related to an equity security investment that became publicly traded. This gain did not recur in **Q1 2022**[135](index=135&type=chunk) [Income Taxes](index=27&type=section&id=Income%20Taxes) This section details the Company's income tax expense (benefit) and effective tax rates for Q1 2022 compared to Q1 2021 | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | | :------------------------- | :-------------------------------- | :-------------------------------- | | Income before income taxes | $538 | $2,134 | | Income tax expense (benefit) | $(763) | $122 | | Effective tax rate | (141.8)% | 5.7% | - The **Q1 2022** effective tax rate was **(141.8)%** due to a **$0.8 million** tax benefit from share-based compensation[137](index=137&type=chunk) - The **Q1 2021** effective tax rate was **5.7%** due to a **$0.5 million** tax benefit from releasing a valuation allowance on capital loss carryforward[137](index=137&type=chunk) [Income from discontinued operations, net of tax](index=27&type=section&id=Income%20from%20discontinued%20operations%2C%20net%20of%20tax) This section reports income from discontinued operations for Q1 2022 compared to Q1 2021, reflecting the eFC transfer | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | Income from discontinued operations, net of tax | $0 | $659 | | Percentage of revenues | 0% | 2.5% | - Income from discontinued operations in **Q1 2021** represented eFC's earnings before its transfer on **June 30, 2021**[138](index=138&type=chunk) [Earnings per Share](index=27&type=section&id=Earnings%20per%20Share) This section presents the Company's diluted earnings per share for Q1 2022 compared to Q1 2021, for both continuing and discontinued operations | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | Net income (in thousands) | $1,301 | $2,671 | | Weighted-average shares outstanding - diluted (in thousands) | 47,170 | 48,606 | | Diluted earnings per share - continuing operations | $0.03 | $0.04 | | Diluted earnings per share - discontinued operations | $0.00 | $0.01 | | Diluted earnings per share | $0.03 | $0.05 | - Diluted EPS decreased from **$0.05** in **Q1 2021** to **$0.03** in **Q1 2022**, primarily due to the non-recurrence of the unrealized gain on equity securities from 2021[139](index=139&type=chunk) [Liquidity and Capital Resources](index=28&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the Company's cash flows, liquidity, capital resources, and non-GAAP financial measures like Adjusted EBITDA - Principal internal sources of liquidity are cash and cash equivalents and cash flow from operations[152](index=152&type=chunk) - The Company had **$5.0 million** in cash and cash equivalents and **$57.0 million** in available borrowing capacity under its **$90.0 million** revolving credit facility as of **March 31, 2022**[151](index=151&type=chunk)[152](index=152&type=chunk) - Management believes existing liquidity sources will be sufficient for anticipated cash requirements for at least the next **12 months** and the foreseeable future[152](index=152&type=chunk) [Non-GAAP Financial Measures](index=28&type=section&id=Non-GAAP%20Financial%20Measures) This section explains the Company's use of non-GAAP financial measures, such as Adjusted EBITDA and Adjusted EBITDA Margin, and their definitions - Non-GAAP financial measures like Adjusted EBITDA and Adjusted EBITDA Margin are provided as additional information for operating results, not as alternatives to GAAP measures[141](index=141&type=chunk) - Management uses these measures for internal monitoring, planning, investment analysis, and performance comparisons[142](index=142&type=chunk) - Adjusted EBITDA is defined as net income adjusted for interest, taxes, depreciation, amortization, non-cash stock-based compensation, certain gains/losses, and other non-recurring items[142](index=142&type=chunk) - Adjusted EBITDA Margin is computed as Adjusted EBITDA divided by Revenues[143](index=143&type=chunk) [Adjusted EBITDA and Adjusted EBITDA Margin](index=28&type=section&id=Adjusted%20EBITDA%20and%20Adjusted%20EBITDA%20Margin) This section presents the reconciliation of net income to Adjusted EBITDA and Adjusted EBITDA Margin for Q1 2022 and Q1 2021 Adjusted EBITDA Reconciliation | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | Net income | $1,301 | $2,671 | | Interest expense | $245 | $188 | | Income tax expense (benefit) | $(763) | $122 | | Depreciation | $3,958 | $3,631 | | Non-cash stock-based compensation | $2,235 | $1,604 | | Income from equity method investment | $(155) | $0 | | Gain on investment | $0 | $(2,513) | | Severance and related costs | $109 | $562 | | Income from discontinued operations, net of tax | $0 | $(659) | | Adjusted EBITDA | $6,930 | $5,611 | Adjusted EBITDA Margin | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | | :------------------------ | :-------------------------------- | :-------------------------------- | | Revenues | $34,334 | $26,676 | | Net Income | $1,301 | $2,671 | | Net Income Margin | 4% | 10% | | Adjusted EBITDA | $6,930 | $5,611 | | Adjusted EBITDA Margin | 20% | 21% | - Adjusted EBITDA increased by **$1.3 million** (**23.5%**) year-over-year, while Adjusted EBITDA Margin slightly decreased from **21%** to **20%**[148](index=148&type=chunk) [Cash Flows](index=30&type=section&id=Cash%20Flows) This section summarizes the Company's cash flows from operating, investing, and financing activities for Q1 2022 and Q1 2021 Cash Flow Summary | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | Cash from operating activities | $9,218 | $6,424 | | Cash used in investing activities | $(4,091) | $(3,703) | | Cash used in financing activities | $(1,701) | $(3,012) | - Cash and cash equivalents at **March 31, 2022**, were **$5.0 million**, up from **$1.5 million** at **December 31, 2021**[151](index=151&type=chunk) [Liquidity](index=30&type=section&id=Liquidity) This section discusses the Company's primary liquidity sources, including cash, cash equivalents, and available credit facility - The Company's primary liquidity sources are cash and cash equivalents and cash flow from operations[152](index=152&type=chunk) - As of **March 31, 2022**, **$57.0 million** was available under the **$90.0 million** revolving credit facility[152](index=152&type=chunk) - Management anticipates sufficient liquidity for the next **12 months** and foreseeable future, but acknowledges risks like lender refusal, covenant violations, or inability to refinance debt[152](index=152&type=chunk) [Operating Activities](index=30&type=section&id=Operating%20Activities) This section analyzes the Company's net cash flows from operating activities for Q1 2022 compared to Q1 2021 - Net cash flows from operating activities increased by **$2.8 million** to **$9.2 million** in **Q1 2022**, compared to **$6.4 million** in **Q1 2021**[153](index=153&type=chunk) - The increase was primarily due to strong billings and collections from customers[153](index=153&type=chunk) [Investing Activities](index=30&type=section&id=Investing%20Activities) This section analyzes the Company's net cash flows used in investing activities for Q1 2022 compared to Q1 2021 - Cash used in investing activities increased to **$4.1 million** in **Q1 2022** from **$3.7 million** in **Q1 2021**[154](index=154&type=chunk) - The increase was due to higher internal development costs, mainly from increased product development headcount[154](index=154&type=chunk) [Financing Activities](index=30&type=section&id=Financing%20Activities) This section analyzes the Company's net cash flows used in financing activities for Q1 2022 compared to Q1 2021 - Cash used in financing activities decreased to **$1.7 million** in **Q1 2022** from **$3.0 million** in **Q1 2021**[155](index=155&type=chunk) - **Q1 2022** activities were driven by **$10.0 million** net proceeds on long-term debt and **$11.7 million** in share repurchases[155](index=155&type=chunk) - **Q1 2021** activities were primarily driven by share repurchases[155](index=155&type=chunk) [Financing and Capital Requirements](index=31&type=section&id=Financing%20and%20Capital%20Requirements) This section outlines the Company's financing and capital requirements, including its revolving credit facility and estimated interest payments - The Company has a **$90 million** revolving credit facility maturing in **November 2023**, with **$33.0 million** borrowed and **$57.0 million** available as of **March 31, 2022**[157](index=157&type=chunk) - Interest payments on current borrowings are estimated at **$0.6 million** in **2022** and **$0.8 million** in **2023**, assuming a **2.25%** interest rate[157](index=157&type=chunk) - The Company was in compliance with all financial covenants under the Credit Agreement as of **March 31, 2022**[157](index=157&type=chunk) [Contractual Obligations](index=31&type=section&id=Contractual%20Obligations) This section details the Company's contractual obligations, primarily operating lease liabilities for office space and equipment - Operating lease obligations for corporate office space and equipment totaled **$6.4 million** as of **March 31, 2022**[158](index=158&type=chunk) - No significant long-term obligations to purchase fixed or minimum amounts from online advertising vendors[159](index=159&type=chunk) [Other Capital Requirements](index=31&type=section&id=Other%20Capital%20Requirements) This section discusses other capital requirements, including unrecognized tax benefits, share repurchases, and anticipated capital expenditures - Approximately **$0.9 million** of unrecognized tax benefits were recorded as liabilities as of **March 31, 2022**, with **$0.2 million** potentially recognized in the next **12 months**[160](index=160&type=chunk) - **$13.1 million** remained available for share repurchases under the current plan as of **March 31, 2022**[161](index=161&type=chunk) - Anticipated capital expenditures for **2022** are approximately **$20 million**, an increase over prior periods, primarily for new product and feature development, to be funded by operating cash flows[162](index=162&type=chunk) [Impact of COVID-19 on our Business](index=31&type=section&id=Impact%20of%20COVID-19%20on%20our%20Business) This section discusses the impact of the COVID-19 pandemic on the Company's business, including recruitment activity and operational adjustments - COVID-19 caused an economic downturn and slowed recruitment activity in **2020** and early **2021**, impacting revenues and operating cash flows[163](index=163&type=chunk) - The Company is not anticipating a significant long-term impact on its business, but the situation is uncertain and rapidly changing[163](index=163&type=chunk)[165](index=165&type=chunk) - The Company has adopted work-from-home policies and temporary office closures to protect employee health and safety[163](index=163&type=chunk) [Cyclicality](index=32&type=section&id=Cyclicality) This section addresses the historical cyclicality of the labor market and its potential impact on the Company's recruitment services - The labor market and industries served have historically experienced short-term cyclicality, but online career websites continue to provide economic and strategic value[166](index=166&type=chunk) - Slowdowns in recruitment activity (e.g., COVID-19 in **2020-early 2021**) can negatively impact revenues and results[167](index=167&type=chunk)[168](index=168&type=chunk) - Decreased unemployment or labor shortages generally lead to increased demand for recruitment services and positive revenue impact, though with a lag due to revenue recognition over contract length[167](index=167&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section outlines the Company's exposure to financial market risks, including foreign currency exchange rates and interest rates - The Company has exposure to financial market risks, including changes in foreign currency exchange rates and interest rates[169](index=169&type=chunk) [Foreign Exchange Risk](index=32&type=section&id=Foreign%20Exchange%20Risk) This section discusses the Company's foreign exchange risk, primarily related to its equity method investment in eFC after deconsolidation - Post-**June 30, 2021**, the Company's direct operations are solely within the United States, eliminating direct foreign exchange risk[170](index=170&type=chunk) - The Company's **40%** equity method investment in eFC (British Pound Sterling functional currency) subjects it to foreign exchange risk, but the impact on its share of eFC's net income is not expected to be significant[170](index=170&type=chunk) [Interest Rate Risk](index=32&type=section&id=Interest%20Rate%20Risk) This section details the Company's interest rate risk, primarily from borrowings under its Credit Agreement, and the impact of rate changes - Interest rate risk primarily relates to borrowings under the Credit Agreement, which bear interest at a LIBOR or base rate plus a margin[171](index=171&type=chunk) - As of **March 31, 2022**, **$33.0 million** was outstanding under the Credit Agreement. A **1.0%** increase in interest rates would increase **2022** interest expense by approximately **$0.2 million**[171](index=171&type=chunk) - The Company is monitoring the planned phasing out of USD LIBOR tenors by **June 30, 2023**, and is working with lenders to minimize impact[174](index=174&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of the Company's disclosure controls and procedures and reports on changes in internal control - Disclosure controls and procedures were evaluated as of **March 31, 2022**, and deemed effective by the CEO and CFO to provide reasonable assurance that required information is recorded, processed, summarized, and reported timely[175](index=175&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=33&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section reports on the CEO and CFO's conclusion regarding the effectiveness of the Company's disclosure controls and procedures - CEO and CFO concluded that disclosure controls and procedures are effective as of **March 31, 2022**, ensuring timely and accurate reporting of information[175](index=175&type=chunk) [Changes in Internal Controls](index=33&type=section&id=Changes%20in%20Internal%20Controls) This section reports that no material changes occurred in internal control over financial reporting during Q1 2022 - No changes in internal control over financial reporting occurred during the quarter ended **March 31, 2022**, that materially affected or are reasonably likely to materially affect internal control over financial reporting[176](index=176&type=chunk) [PART II. OTHER INFORMATION](index=34&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides additional information, including legal proceedings, risk factors, equity sales, and exhibits [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) This section states that the Company is involved in routine legal disputes but has no material pending legal proceedings - The Company is subject to various claims and lawsuits in the ordinary course of business[178](index=178&type=chunk) - No material pending legal proceedings are currently a party to, beyond what is noted in Part 1, Item 1[178](index=178&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) This section refers readers to the comprehensive risk factors in the Annual Report on Form 10-K, noting no material changes as of **May 4, 2022** - No material changes to risk factors have occurred as of **May 4, 2022**, compared to those disclosed in the Annual Report on Form 10-K[179](index=179&type=chunk) - Readers should carefully consider all risk factors, as additional unknown or immaterial risks could adversely affect the business[179](index=179&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the Company's stock repurchase programs, including the **$15 million** program approved in **February 2022**, and summarizes shares repurchased in Q1 2022 - The Board approved a new stock repurchase program in **February 2022**, authorizing the purchase of up to **$15 million** of common stock through **February 2023**[180](index=180&type=chunk) Stock Repurchase Program Activity | Period | Total Number of Shares Purchased (1) | Average Price (2) Paid per Share | Total Shares Purchased as Part of Publicly Announced Programs (3) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) | | :--------------------------------- | :----------------------------------- | :------------------------------- | :---------------------------------------------------------------- | :--------------------------------------------------------------------------------------- | | January 1 through January 31, 2022 | 943,036 | $5.69 | 742,286 | $1,504,702 | | February 1 through February 28, 2022 | 543,371 | $5.73 | 327,407 | $14,499,672 | | March 1 through March 31, 2022 | 232,533 | $5.84 | 232,533 | $13,142,226 | | Total | 1,718,940 | $5.72 | 1,302,226 | | - The total number of shares purchased includes those under the stock repurchase plan and shares withheld for income tax from employee restricted stock/PSU vesting[180](index=180&type=chunk) [Item 5. Other Information](index=35&type=section&id=Item%205.%20Other%20Information) This section states that there is no other information to report - No other information to report[182](index=182&type=chunk) [Item 6. Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications and XBRL documents - Includes Certifications of CEO and CFO pursuant to Sarbanes-Oxley Act Sections **302** and **906**[184](index=184&type=chunk) - XBRL Instance Document, Taxonomy Extension Schema, Calculation Linkbase, Definition Linkbase, Label Linkbase, and Presentation Linkbase Documents are filed[184](index=184&type=chunk) - Cover Page Interactive Data File is formatted as inline XBRL[184](index=184&type=chunk) [SIGNATURES](index=37&type=section&id=SIGNATURES) This section contains the official signatures of DHI Group, Inc.'s President and CEO, and CFO, certifying the report - The report is duly signed on behalf of DHI Group, Inc. by **Art Zeile** (President and CEO) and **Kevin Bostick** (CFO) on **May 4, 2022**[187](index=187&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________________________________ FORM 10-K ______________________________________________ (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ______________________________________________ OR ☐ TRANSITION PERIOD PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO C ...

Financial Data and Key Metrics Changes - Total revenue for Q4 2021 was $33.7 million, representing a 10% sequential increase and a 25% year-over-year growth [18] - Total bookings for the quarter were $36.2 million, up 35% year-over-year [18] - Adjusted EBITDA for Q4 was $7.1 million, with a margin of 21%, compared to $5 million and a margin of 19% in the same quarter last year [23] Business Line Data and Key Metrics Changes - Dice revenue for Q4 was $24.4 million, up 9% sequentially and 26% year-over-year, with bookings also increasing by 35% year-over-year [18][19] - ClearanceJobs revenue was $9.4 million, up 11% sequentially and 23% year-over-year, with bookings growth of 35% year-over-year [19][20] - Dice's revenue renewal rate was 91%, while ClearanceJobs had a renewal rate of 105% for the quarter [19][20] Market Data and Key Metrics Changes - The average annual tech salary reached a record level of $105,000, up 6.9% year-over-year, indicating a strong demand for tech talent [8] - The unemployment rate for technology professionals remains at an all-time low, driving the need for sophisticated recruitment tools [7] Company Strategy and Development Direction - The company plans to increase investment in sales and marketing by 20% in 2022 to capitalize on the growing market for tech professionals [16][25] - A focus on expanding the Dice Commercial Accounts team to target over 80,000 companies in the U.S. with open tech job postings [10][30] - The company aims to enhance its product offerings and customer experience, particularly for technologists, to maintain a competitive edge [48] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence that the Omicron variant did not significantly impact hiring needs for 2022, indicating a stable outlook for the business [28] - The company anticipates continued double-digit revenue growth driven by strong bookings performance and increased marketing efforts [25][16] Other Important Information - The company ended Q4 with $1.5 million in cash and total debt of $23 million, with deferred revenue at $46.1 million, up 26% year-over-year [24] - The company repurchased approximately 960,000 shares for $5.2 million during the quarter, reflecting confidence in long-term business prospects [24][25] Q&A Session Summary Question: Impact of Omicron on business - Management indicated that Omicron did not affect client sentiment or hiring needs for 2022 [28] Question: Investment focus for 2022 - The majority of investment will be directed towards expanding the Dice Commercial Accounts team [30][31] Question: Customer behavior regarding package decisions - No significant changes in customer behavior regarding pricing or expected discounts were observed [32][33] Question: Revenue trajectory and growth expectations - Management expects quarter-over-quarter growth throughout the year, maintaining a double-digit growth rate [35] Question: Pricing on renewal business - The company has an auto-renewal clause in 90% of contracts, which includes a price escalation feature [36] Question: Sales headcount and hiring pace - The company plans to add approximately 18 to 20 new quota-bearing sales representatives in 2022 [40] Question: Mix of new bookings from different sources - Approximately 60% of new bookings are from commercial accounts, with 40% from staffing and recruiting agencies [51] Question: Demand for ancillary services - There has been an increase in demand for sourcing services, indicating a strong interest in solving hiring challenges [53] Question: Engagement of new candidates on the platform - The platform saw significant engagement, with 1.5 million visits and 500,000 applications in January [55]

Financial Data and Key Metrics Changes - Total revenue for Q3 2021 was $30.8 million, representing a 13% year-over-year increase [24] - Total bookings for the quarter were $30.8 million, up 40% year-over-year [24] - Adjusted EBITDA for Q3 was $6.4 million, with a margin of 21% compared to $5.9 million and a margin of 22% in the same quarter last year [31] Business Line Data and Key Metrics Changes - Dice revenue was $22.3 million, up 8% sequentially and 12% year-over-year, with bookings increasing 46% year-over-year [24][13] - ClearanceJobs (CJ) revenue grew to $8.5 million, up 4% sequentially and 16% year-over-year, with bookings increasing 29% year-over-year [26][19] Market Data and Key Metrics Changes - The unemployment rate for technologists remains low, with Microsoft forecasting 140 million new digital jobs by 2025 [10] - The company added over 300 net new clients in the Dice customer base during Q3 [17] Company Strategy and Development Direction - The company is focused solely on the technology career marketplace in the U.S. through Dice and ClearanceJobs, aiming for increased revenue growth [9] - There are significant growth opportunities in both commercial accounts and the staffing and recruiting industry for Dice [15][16] - ClearanceJobs is targeting government contractors and U.S. government agencies for growth [20][21] Management's Comments on Operating Environment and Future Outlook - Management expects total revenue growth in Q4 2021 to approach 20% year-over-year, driven by strong bookings performance [35] - The company aims to maintain adjusted EBITDA margins at or near 20% while investing in sales and marketing [36] Other Important Information - The company repurchased approximately 1.8 million shares for $6.8 million, with a remaining authorization of $11 million under the buyback program [34] - Deferred revenue at the end of Q3 was $43.4 million, up 22% from the previous year [32] Q&A Session Summary Question: Areas of strength in Dice driving performance - Management noted that all sales teams are outperforming plans, with a focus on commercial accounts [41] Question: Productivity of existing sales reps - Approximately 50% of sales reps are above quota year-to-date, with 80% above 90% of their quota [43] Question: Investment in lead generation programs - The marketing team has exceeded expectations, generating over 50% of new business bookings from marketing qualified leads [47] Question: Conversion ratio of leads - The conversion ratio for leads is about 20%, with over 50% of bookings coming from marketing qualified leads [52] Question: Pricing environment and potential for price increases - Management indicated that there is an opportunity to leverage the platform for price increases, with an average price escalation of 9% in contracts [53][54] Question: Strengths in ClearanceJobs - The majority of strength is coming from military contractors, with ongoing efforts to sign government agency contracts [62] Question: Trends in tech recruiting market - There is elevated interest in cybersecurity and cloud engineering roles, along with consistent demand for Java developers [66]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ______________________________________________ OR ☐ TRANSITION PERIOD PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-33584 ____________________________________________ DHI Group, Inc. ...

DHI Group, Inc. (NYSE:DHX) Q2 2021 Earnings Conference Call August 5, 2021 5:00 PM ET Company Participants Todd Kehrli – MKR Investor Relations Art Zeile – Chief Executive Officer Kevin Bostick – Chief Financial Officer Conference Call Participants Josh Vogel – Sidoti Zach Cummins – B. Riley FBR Operator Good afternoon, and welcome to the DHI Group’s Fiscal 2021 Second Quarter Conference Call. All participants will be in a listen-only mode. [Operator Instructions] After today’s presentation, there will be a ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ______________________________________________ OR ☐ TRANSITION PERIOD PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-33584 ____________________________________________ DHI Group, Inc. (Exac ...

Financial Data and Key Metrics Changes - Total revenues for Q1 2021 were reported at $32.6 million, down 2% sequentially and down 11% year-over-year [29] - Dice revenue was $19.1 million, down 2% sequentially and down 15% year-over-year [29] - Net income for Q1 2021 was $2.7 million, or $0.05 per diluted share, compared to a net loss of $6.6 million, or $0.13 per diluted share a year ago [36] - Adjusted EBITDA for Q1 2021 was $7.3 million with a margin of 22%, compared to a margin of 21% in the previous quarter and the same quarter last year [38] Business Line Data and Key Metrics Changes - Dice's revenue renewal rate improved to 82%, up from 75% in the previous quarter and higher than Q1 2020 [7][31] - ClearanceJobs first quarter revenue was $7.6 million, flat with the previous quarter and up 11% year-over-year [33] - Financial Careers revenue for Q1 was $6 million, down 4% sequentially and down 22% year-over-year [33] Market Data and Key Metrics Changes - U.S. tech job postings surged 28% from Q4 2020 to Q1 2021, with over 307,000 open IT positions in March, a 12-month high [10] - The unemployment rate for IT occupations remained at 2.4%, compared to 6.6% nationally [10] Company Strategy and Development Direction - The company plans to capitalize on the expected growth in tech jobs over the next five years by increasing sales and marketing efforts [8][21] - A new client branding campaign for Dice was initiated, focusing on the tagline "Where Tech Connects" [20] - The company aims to separate the Financial Careers business to allow for more focused growth in the Dice and ClearanceJobs brands [26] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in returning to total revenue growth in the second half of 2021, driven by strong bookings performance [28][43] - The economic expansion and strong performance in bookings are expected to lead to sustainable revenue growth starting in the second half of the year [44] Other Important Information - The company ended Q1 2021 with total debt of $20 million and cash of $7.3 million, resulting in net debt of $12.7 million [39] - Deferred revenue at the end of the quarter was $52.8 million, up 21% compared to the previous year [39] Q&A Session Summary Question: What is the go-forward margin profile for the business? - Management expects to maintain roughly 20% adjusted EBITDA margins throughout the year, even with the divestiture of Financial Careers [47][48] Question: Have bookings accelerated sequentially into Q2? - Yes, bookings have accelerated, with increased confidence in the economy due to vaccine rollouts [49] Question: How is the adoption of new features resonating with customers? - Adoption rates for new features are expected to trend positively with training and marketing efforts, although initial adoption is low [50][51] Question: Are job openings increasing from existing clients or new clients? - There is a healthy mix of increased job postings from both existing and new clients [54] Question: Has the sales cycle for commercial accounts eased? - Yes, there has been an increase in interest from enterprises ready to hire as the economy recovers [56] Question: What is the potential for growth in the staffing and recruiting market? - The staffing industry is expected to see significant revenue growth, exceeding 2019 figures [59] Question: Will unrealized gains on equity securities be marked to market going forward? - Yes, the company will mark to market based on trading value and may liquidate if comfortable with the stock price [60]