UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________________

FORM 10-Q

(Mark One)



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

For the quarter ended ~~June 30, 2015~~March 31, 2016



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

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 001-33584

______________________________________________

DHI Group, Inc.

(Exact name of Registrant as specified in its Charter)

______________________________________________



Delaware		20-3179218
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1040 Avenue of the Americas, 8^thFloor
New York, New York		10018
(Address of principal executive offices)		(Zip Code)

(212) 725-6550

(Registrant’s telephone number, including area code)

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

______________________________________________

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 or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer £ Accelerated filer R Non-accelerated filer £ Smaller Reporting Company £

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 ~~July 24, 2015,~~April 22, 2016, there were ~~54,257,419~~51,852,094 shares of the registrant’s common stock, par value $.01 per share, outstanding.

Table of Contents

DHI GROUP, INC.

TABLE OF CONTENTS



		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements	2
	Condensed Consolidated Balance Sheets as of ~~June 30, 2015~~March 31, 2016 and December 31, ~~2014~~2015
	Condensed Consolidated Statements of Operations for the three ~~and six~~ month periods ended ~~June 30,~~March 31, 2016 and 2015 ~~and 2014~~
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three ~~and six~~ month periods ended ~~June 30,~~March 31, 2016 and 2015 ~~and 2014~~
	Condensed Consolidated Statements of Cash Flows for the ~~six~~three month periods ended ~~June 30,~~March 31, 2016 and 2015 ~~and 2014~~
	Notes to Condensed Consolidated Financial Statements

Item 2.	~~Management’s~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	2017

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3427

Item 4.	Controls and Procedures	3427

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	3528

Item 1A.	Risk Factors	3528

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3528

Item 5.	Other Information	29

Item 6.	Exhibits	3629

SIGNATURES

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

Table of Contents

PART I

ITEM 1. Financial Statements

DHI GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands, except per share data)


	June 30, 2015			December 31, 2014			March 31, 2016			December 31, 2015
ASSETS
Current assets
Cash and cash equivalents	$	32,661		$	26,777
Accounts receivable, net of allowance for doubtful accounts of $2,721 and $2,888	40,098			49,048
Deferred income taxes—current	3,337			3,373
Cash							$	32,454		$	34,050
Accounts receivable, net of allowance for doubtful accounts of $2,877 and $2,887							44,080			46,380
Income taxes receivable	1,115			3,973			1,802			916
Prepaid and other current assets	3,711			4,764			3,706			3,072
Assets held for sale	4,416			—			—			4,265
Total current assets	85,338			87,935			82,042			88,683
Fixed assets, net	16,001			16,066			15,108			15,255
Acquired intangible assets, net	73,075			81,345			62,756			65,292
Goodwill	239,185			239,256			196,486			198,598
Deferred financing costs, net of accumulated amortization of $970 and $761	1,111			1,320
Deferred income taxes—non-current	306			399
Deferred income taxes							307			322
Other assets	704			926			649			785
Total assets	$	415,720		$	427,247		$	357,348		$	368,935
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	20,766		$	25,714		$	22,274		$	23,883
Deferred revenue	86,363			86,444			88,839			83,316
Current portion of acquisition related contingencies	—			3,883
Current portion of long-term debt	3,750			2,500
Deferred income taxes—current	—			3
Income taxes payable	4,661			1,205			1,672			4,006
Liabilities held for sale	2,704			—			—			2,334
Total current liabilities	118,244			119,749			112,785			113,539
Long-term debt	100,500			108,000
Deferred income taxes—non-current	13,618			15,478
Long-term debt, net							99,517			99,436
Deferred income taxes							10,929			10,849
Accrual for unrecognized tax benefits	3,556			3,392			3,450			3,436
Other long-term liabilities	2,931			2,830			3,048			3,062
Total liabilities	238,849			249,449			229,729			230,322
Commitments and contingencies (Note 8)
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 79,962 and 77,366 shares, respectively; outstanding: 54,098 and 54,142 shares, respectively	800			774
Common stock, $.01 par value, authorized 240,000; issued 82,045 and 80,717 shares, respectively; outstanding: 52,061 and 52,622 shares, respectively							820			807
Additional paid-in capital	344,356			332,985			357,011			352,208
Accumulated other comprehensive loss	(14,104		)	(13,906		)	(21,887		)	(20,468		)
Accumulated earnings	71,214			60,444			50,587			49,476
Treasury stock, 25,864 and 23,224 shares, respectively	(225,395		)	(202,499		)
Treasury stock, 29,984 and 28,095 shares, respectively							(258,912		)	(243,410		)
Total stockholders’ equity	176,871			177,798			127,619			138,613
Total liabilities and stockholders’ equity	$	415,720		$	427,247		$	357,348		$	368,935

See accompanying notes to the condensed consolidated financial statements.

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DHI GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share amounts)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2015			2014			2015			2014			2016			2015
Revenues	$	65,802		$	66,544		$	129,572		$	127,234		$	58,286		$	63,770
Operating expenses:
Cost of revenues	9,865			9,531			19,490			18,385			8,535			9,625
Product development	7,055			6,364			14,144			12,767			7,060			7,089
Sales and marketing	20,527			20,268			41,205			39,286			20,502			20,678
General and administrative	11,829			10,009			23,101			21,371			11,213			11,272
Depreciation	2,254			2,896			4,457			5,717			2,598			2,203
Amortization of intangible assets	3,756			4,443			7,499			8,754			2,466			3,743
Change in acquisition related contingencies	—			45			—			90
Disposition related and other costs (Note 10)													3,270			—
Total operating expenses	55,286			53,556			109,896			106,370			55,644			54,610
Operating income	10,516			12,988			19,676			20,864			2,642			9,160
Interest expense	(833		)	(1,055		)	(1,641		)	(1,948		)	(872		)	(808		)
Other income (expense)	18			(129		)	(9		)	(137		)
Other expense													(15		)	(27		)
Income before income taxes	9,701			11,804			18,026			18,779			1,755			8,325
Income tax expense	4,023			4,596			7,256			7,176			644			3,233
Net income	$	5,678		$	7,208		$	10,770		$	11,603		$	1,111		$	5,092

Basic earnings per share	$	0.11		$	0.14		$	0.21		$	0.22		$	0.02		$	0.10
Diluted earnings per share	$	0.11		$	0.13		$	0.20		$	0.21		$	0.02		$	0.09

Weighted-average basic shares outstanding	51,753			52,275			52,019			52,688			49,451			52,267
Weighted-average diluted shares outstanding	52,965			54,190			53,427			54,774			50,460			54,292

See accompanying notes to the condensed consolidated financial statements.

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DHI GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)

(in thousands)


	Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
	2015		2014		2015			2014		2016			2015
Net income	$	5,678	$	7,208	$	10,770		$	11,603	$	1,111		$	5,092

Foreign currency translation adjustment	4,309		1,382		(198		)	296		(1,419		)	(4,507		)
Total other comprehensive income (loss)	4,309		1,382		(198		)	296
Comprehensive income	$	9,987	$	8,590	$	10,572		$	11,899
Total other comprehensive loss										(1,419		)	(4,507		)
Comprehensive income (loss)										$	(308	)	$	585

See accompanying notes to the condensed consolidated financial statements.

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DHI GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)


	Six Months Ended June 30,						Three Months Ended March 31,
	2015			2014			2016			2015
Cash flows from operating activities:
Net income	$	10,770		$	11,603		$	1,111		$	5,092
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation	4,457			5,717			2,598			2,203
Amortization of intangible assets	7,499			8,754			2,466			3,743
Deferred income taxes	(1,828		)	(2,685		)	(84		)	(586		)
Amortization of deferred financing costs	209			185			81			104
Stock based compensation	5,080			4,147			3,617			2,503
Change in acquisition related contingencies	—			90
Change in accrual for unrecognized tax benefits	164			280			14			83
Loss on sale of business							562			—
Changes in operating assets and liabilities, net of the effects of acquisitions:
Accounts receivable	4,829			1,195			2,367			2,327
Prepaid expenses and other assets	1,127			(2,172		)	(505		)	(495		)
Accounts payable and accrued expenses	(3,813		)	(4,616		)	(2,104		)	(4,164		)
Income taxes receivable/payable	6,330			3,923			(3,265		)	2,923
Deferred revenue	2,033			6,928			5,551			5,431
Other, net	132			16			(14		)	(44		)
Net cash flows from operating activities	36,989			33,365			12,395			19,120
Cash flows from investing activities:
Payments for acquisitions, net of cash acquired	—			(27,001		)
Cash received for sale of business							2,429			—
Purchases of fixed assets	(4,928		)	(4,946		)	(2,319		)	(2,476		)
Net cash flows from investing activities	(4,928		)	(31,947		)	110			(2,476		)
Cash flows from financing activities:
Payments on long-term debt	(21,250		)	(14,250		)	(3,000		)	(10,625		)
Proceeds from long-term debt	15,000			12,000			3,000			5,000
Payments under stock repurchase plan	(21,379		)	(18,547		)	(13,717		)	(8,716		)
Payment of acquisition related contingencies	(3,829		)	(824		)	—			(3,829		)
Proceeds from stock option exercises	5,139			3,320			1,028			3,287
Purchase of treasury stock related to vested restricted stock	(1,546		)	(1,111		)
Purchase of treasury stock related to vested restricted stock and performance stock units							(2,452		)	(1,532		)
Excess tax benefit over book expense from stock based compensation	1,421			635			345			376
Net cash flows from financing activities	(26,444		)	(18,777		)	(14,796		)	(16,039		)
Effect of exchange rate changes	267			(1,942		)	695			583
Net change in cash and cash equivalents for the period	5,884			(19,301		)
Cash and cash equivalents, beginning of period	26,777			39,351
Cash and cash equivalents, end of period	$	32,661		$	20,050
Net change in cash for the period							(1,596		)	1,188
Cash, beginning of period							34,050			26,777
Cash, end of period							$	32,454		$	27,965

See accompanying notes to the condensed consolidated financial statements.

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DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of DHI Group, Inc. (“DHI” or the “Company”~~) (formerly known as Dice Holdings, Inc.~~) have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. 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, ~~2014~~2015 included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2014~~2015 (the “Annual Report on Form 10-K”). Operating results for the ~~six~~three month period ended ~~June 30, 2015~~March 31, 2016 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 ~~six~~three month period ended ~~June 30, 2015.~~March 31, 2016.

2. NEW ACCOUNTING STANDARDS

~~In April 2015, the Financial Accounting Standards Board (the “FASB”) issued~~ Accounting Standards Update (ASU) No. 2015-03, Simplifying the Presentation of Debt Issuance Costs~~. The new standard~~, requires that debt issuance costs related to a recognized debt liability be presented onin the balance sheet as a direct deduction from the carrying amount of ~~the related~~that debt liability. The ~~recognition~~Company adopted the standard during the period ended March 31, 2016 and ~~measurement for~~has retrospectively applied the provisions to all prior periods presented. In the first quarter of 2016, the Company reclassified the December 31, 2015 balance of $1.6 million of debt issuance costs ~~is not affected by this standard.~~from Deferred financing costs to Long-term debt, net on the Condensed Consolidated Balance Sheets.

In March 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. The new standard will require all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. It also will allow an employer to repurchase more of an employee’s shares than it can currently for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. The updated standard becomes effective for ~~reporting periods (interim and annual)~~fiscal years beginning after December 15, ~~2015,~~2016 and interim periods the following year, with early adoption permitted. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement should be applied prospectively. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements and forfeitures should be applied using a modified retrospective transition method. Amendments related to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum statutory withholding requirement should be applied retrospectively. An entity may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. The Company is determining the expected impact of this standard on its financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard has requirements on how to account for leases by both the lessee and the lessor and adds clarification for what constitutes a lease, among other items. The updated standard becomes effective for fiscal years beginning after December 15, 2018 and interim periods the following year, with early adoption permitted. The new standard must be applied ~~retrospectively to all periods presented in the financial statements.~~using a modified retrospective transition. The Company is ~~assessing~~determining the ~~potential~~expected impact of ~~the new~~this standard on its ~~consolidated~~ financial statements.

~~3. ASSETS HELD FOR SALE~~

The Company has initiated the process to sell the Slashdot and SourceForge businesses (together referred to as “Slashdot Media”). Slashdot Media was added to the Company’s portfolio in 2012 to provide the Dice business with broader reach to millions of engaged tech professionals globally. The Board of Directors and management decided to divest of the business because it does not fit within the Company’s strategic initiatives.

The Slashdot Media business has been classified as “held for sale”. As such, the assets of Slashdot Media are shown on the Condensed Consolidated Balance Sheets under the heading of “Assets Held for Sale” and the liabilities are shown under “Liabilities Held for Sale.” Operating results are included in the Corporate & Other segment in Segment Information, Note 12.

~~Assets held for sale are required to be measured at lower of carrying value or fair value, less costs to sell. No impairment was recognized in the current period related to Slashdot Media.~~

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DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3. SALE OF SLASHDOT MEDIA

The ~~following table presents~~Company sold the ~~aggregate carrying amount~~Slashdot and SourceForge businesses (together referred to as “Slashdot Media”) on January 27, 2016 for $2.8 million cash plus working capital of $0.4 million and incurred approximately $0.8 million of selling costs. A $0.6 million loss on sale of assets was recognized in the three month period ended March 31, 2016, due to the finalization of the ~~major classes~~calculation of net assets ~~and liabilities related to the~~sold.

The Slashdot Media business ~~held~~was classified as “held for ~~sale~~sale” as of ~~June 30,~~December 31, 2015 ~~(in thousands):~~

ASSETS
Accounts receivable, net of allowance for doubtful accounts of $907 $ 3,852
Other assets—current
120
Fixed assets, net 425
Other assets—non-current
19
Total assets $ 4,416

LIABILITIES
Accounts payable and accrued expenses $ 988
Deferred revenue 1,716
Total liabilities $ 2,704
and was shown on the Condensed Consolidated Balance Sheets under the heading of “Assets Held for Sale” and the liabilities were shown under “Liabilities Held for Sale.” Operating results through date of sale are included in the Corporate & Other segment in Segment Information, Note 12.

Revenue for Slashdot Media was ~~$3.9 million~~$747,000 and ~~$7.7~~$3.8 million for the three ~~and six~~ month periods ended ~~June 30,~~March 31, 2016 and 2015, ~~respectively, and $4.7 million and $8.8 million for the three and six month periods ended June 30, 2014,~~ respectively. There was no income (loss) before ~~income~~incomes taxes for Slashdot Media of $(2.7) million, including loss on sale, severance, and accelerated stock based compensation, for the three ~~months~~month period ended ~~June 30, 2015~~March 31, 2016 and ~~$0.5 million for the six months ended June 30, 2015, and $1.3 million and $2.0 million~~$539,000 for the three ~~and six~~ month ~~periods~~period ended ~~June 30, 2014, respectively.~~March 31, 2015.

~~4. ACQUISITIONS~~

~~OilCareers~~—In March 2014, the Company acquired from the Daily Mail and General Trust PLC all of the issued and outstanding shares of OilCareers Limited, OilCareers.com, Inc. and OilCareers Pty Limited (collectively, “OilCareers”), a leading recruitment site for oil and gas professionals in Europe. The purchase price consisted of $26.1 million, paid in cash at closing, and $0.3 million paid in the second quarter of 2014 to settle certain working capital requirements. The valuation of assets and liabilities was completed during the second quarter of 2014. The OilCareers acquisition is not deemed significant to the Company’s financial results, thus limited disclosures are presented herein.

~~The final valuation of assets and liabilities recognized as of the acquisition date for OilCareers include (in thousands):~~

OilCareers Acquisition
Assets:
Accounts receivable $ 1,082
Acquired intangible assets 14,508
Goodwill 15,078
Fixed assets 98
Other assets 196
Assets acquired 30,962

Liabilities:
Accounts payable and accrued expenses $ 567
Deferred revenue 1,081
Deferred income taxes 2,916
Liabilities assumed 4,564

Net Assets Acquired $ 26,398

~~Table of Contents~~

~~DHI GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

Goodwill results from the expansion of the Company’s market share in the Energy vertical, from intangible assets that do not qualify for separate recognition, including an assembled workforce and site traffic, and from expected synergies from combining operations of OilCareers into the Company’s existing operations. The amount of goodwill from the OilCareers acquisition deductible for tax purposes is $1.2 million.

5.4. FAIR VALUE MEASUREMENTS

The FASB ~~Accounting Standards Codification (ASC)~~ASC topic on Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value and requires certain disclosures for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. As a basis for considering assumptions, a three-tier fair value hierarchy is used, which prioritizes the inputs used in measuring fair value as follows:

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

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

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

The carrying amounts reported in the Condensed Consolidated Balance Sheets for cash, ~~and cash equivalents,~~ accounts receivable, accounts payable and accrued expenses and long-term debt approximate their fair values. The fair value of the long-term debt was estimated using present value techniques and market based interest rates and credit spreads.

The Company historically had obligations, to be paid in cash, related to its acquisitions if certain future operating and financial goals are met. The fair value of this contingent consideration is determined using expected cash flows and present value technique. Expected cash flows are determined using the probability weighted-average of possible outcomes that would occur should delivery of certain product enhancements occur. There is no market data available to use in valuing the contingent consideration; therefore, the Company developed its own assumptions related to the expected future delivery of product enhancements to estimate the fair value of these liabilities. A 2% discount rate is used to fair value the expected payments. The liabilities for the contingent consideration were established at the time of acquisition and are evaluated at each reporting period. ~~The expense is included in “Change in Acquisition Related Contingencies” on the Condensed Consolidated Statements of Operations.~~

The ~~assets and liabilities measured at fair value on a recurring basis are as follows (in thousands):~~

December 31, 2014
Fair Value Measurements Using Total

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Contingent consideration to be paid in cash for the acquisitions $ —
$ —
$ 3,883
$ 3,883
Company made the final cash payment of $3.8 million of acquisition related contingencies in the three month period ended March 31, 2015 to extinguish the liability. The remaining fluctuation in the three month period ended March 31, 2015 was due to foreign currency exchange rate changes.

~~Reconciliations of liabilities measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) are as follows (in thousands):~~

Three Months Ended June 30, Six Months Ended June 30,
2015 2014 2015 2014
Contingent consideration for acquisitions
Balance at beginning of period $ —
$ 9,050
$ 3,883
$ 9,793
Cash payments —
—
(3,829 ) (824 )
Change in estimates included in earnings —
45
—
90
Change due to foreign exchange rate changes —
100
(54 ) 136
Balance at end of period $ —
$ 9,195
$ —
$ 9,195

~~Table of Contents~~

~~DHI GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

6.5. ACQUIRED INTANGIBLE ASSETS, NET

Below is a summary of the major acquired intangible assets and the weighted-average amortization period for the acquired identifiable intangible assets (in thousands):

As of June 30, 2015
Total Cost
Accumulated
Amortization

Foreign
Currency
Translation
Adjustment

Acquired
Intangible
Assets, Net

Weighted-
Average
Amortization
Period
Technology $ 10,308
$ (8,234 ) $ (307 ) $ 1,767
3.8 years
Trademarks and brand names—Dice 39,000
—
—
39,000
Indefinite
Trademarks and brand names—Other 23,419
(12,215 ) (1,541 ) 9,663
6.1 years
Customer lists 63,373
(41,952 ) (3,498 ) 17,923
5.2 years
Candidate and content database 24,888
(19,884 ) (282 ) 4,722
2.8 years
Acquired intangible assets, net $ 160,988
$ (82,285 ) $ (5,628 ) $ 73,075

As of December 31, 2014
Total Cost
Accumulated
Amortization

Foreign
Currency
Translation
Adjustment
Accumulated Impairment
Acquired
Intangible
Assets, Net

Weighted-
Average
Amortization
Period
Technology $ 25,194
$ (20,481 ) $ (211 ) $ (1,374 ) $ 3,128
3.5 years
Trademarks and brand names—Dice 39,000
—
—
—
39,000
Indefinite
Trademarks and brand names—Other 26,889
(12,802 ) (855 ) (1,929 ) 11,303
6.1 years
Customer lists 69,116
(43,774 ) (1,817 ) (3,281 ) 20,244
5.5 years
Candidate and content database 44,670
(36,371 ) 27
(656 ) 7,670
2.7 years
Order backlog 2,718
(2,718 ) —
—
—
0.5 years
Acquired intangible assets, net $ 207,587
$ (116,146 ) $ (2,856 ) $ (7,240 ) $ 81,345

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DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~During the first quarter of 2015, the Company retired certain fully amortized acquired intangible assets no longer in service.~~

OilCareers was acquired in March 2014 and the valuation of assets and liabilities was completed during the second quarter of 2014. Identifiable intangible assets for the OilCareers acquisition are included in the total cost as of December 31, 2014. The weighted-average amortization period for the technology, trademarks and brand names, customer lists and candidate and content database are 0.8 years, 2.0 years, 7.0 years and 2.0 years, respectively, related to the OilCareers acquisition. The weighted-average amortization period for the OilCareers trademarks and brand names was changed during the first quarter of 2015 due to the integration of the OilCareers brand with the Rigzone brand during 2015.



	As of March 31, 2016
	Total Cost		Accumulated Amortization			Foreign Currency Translation Adjustment			Acquired Intangible Assets, Net		Weighted- Average Amortization Period
Technology	$	10,308	$	(9,050	)	$	(685	)	$	573	3.8 years
Trademarks and brand names—Dice	39,000		—			—			39,000		Indefinite
Trademarks and brand names—Other	23,419		(13,402		)	(2,420		)	7,597		6.1 years
Customer lists	63,373		(43,300		)	(5,323		)	14,750		5.5 years
Candidate and content database	24,888		(22,870		)	(1,182		)	836		2.4 years
Acquired intangible assets, net	$	160,988	$	(88,622	)	$	(9,610	)	$	62,756



	As of December 31, 2015
	Total Cost		Accumulated Amortization			Foreign Currency Translation Adjustment			Acquired Intangible Assets, Net		Weighted- Average Amortization Period
Technology	$	10,308	$	(8,831	)	$	(615	)	$	862	3.8 years
Trademarks and brand names—Dice	39,000		—			—			39,000		Indefinite
Trademarks and brand names—Other	23,419		(13,156		)	(2,238		)	8,025		6.1 years
Customer lists	63,373		(42,808		)	(5,068		)	15,497		5.5 years
Candidate and content database	24,888		(22,088		)	(892		)	1,908		2.4 years
Acquired intangible assets, net	$	160,988	$	(86,883	)	$	(8,813	)	$	65,292

Based on the carrying value of the acquired finite-lived intangible assets recorded as of ~~June 30, 2015~~March 31, 2016, and assuming no subsequent impairment of the underlying assets, the estimated future amortization expense is as follows (in thousands):

July 1, 2015 through December 31, 2015 $ 6,504
2016 7,733
2017 4,636
2018 4,086
2019 3,782
2020 and thereafter 7,334
Total $ 34,075



April 1, 2016 through December 31, 2016	$	4,894
2017	4,478
2018	3,946
2019	3,641
2020	3,261
2021 and thereafter	3,536
Total	$	23,756

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~~DHI GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

7.6. INDEBTEDNESS

Credit Agreement—In ~~October 2013,~~November 2015, the Company, together with Dice Inc. (a wholly-owned subsidiary of the Company) and its wholly-owned subsidiary, Dice Career Solutions, Inc. (collectively, the “Borrowers”) entered into aan Amended and Restated Credit Agreement (the “Credit Agreement”), which provides for a ~~$50.0 million term loan facility and a~~ revolving loan facility of ~~$200.0~~$250.0 million~~, with both facilities~~ maturing in ~~October 2018.~~November 2020. The Company borrowed ~~$65.0~~$105.0 million under the new Credit Agreement to repay all outstanding indebtedness, including accrued interest and fees, under the previously existing credit ~~facility~~agreement dated ~~June 2012,~~October 2013, terminating that ~~facility. A portion of the proceeds was also used to pay certain costs associated with the Credit Agreement and for working capital purposes.~~agreement.

Borrowings under the Credit Agreement bear interest, at the Company’s option, at a LIBOR rate or a base rate plus a margin. The margin ranges from1.75% to 2.50%on LIBOR loans and0.75% to 1.50%on base rate loans, determined by the Company’s most recent consolidated leverage ratio. The term loan requires quarterly payments of $625,000 through December 31, 2015, quarterly payments of $1.3 million from January 1, 2016 through December 31, 2017 and quarterly payments of $8.8 million from January 1, 2018 through September 30, 2018 with the unpaid balance due at maturity andfacility may be prepaid at any time without penalty. ~~There are no scheduled payments for the revolving loan facility of~~ ~~$200.0 million~~ ~~until maturity of the Credit Agreement in October 2018.~~

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. Negative covenants include restrictions on incurring certain liens; making certain payments, such as stock repurchases and dividend payments; making certain investments; making certain acquisitions; 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 to 1.0, plus an additional ~~$5.0~~$5.0 million of restricted payments. 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,

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DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

change of control, or insolvency. As of ~~June 30, 2015~~,March 31, 2016, the Company was in compliance with all of the financial covenants under the Credit Agreement.

The obligations under the Credit Agreement are guaranteed by ~~three~~four of the Company’s wholly-owned subsidiaries, eFinancialCareers, Inc., Targeted Job Fairs, Inc., Rigzone.com, Inc. and ~~Rigzone.com,~~onTargetJobs, Inc., and secured by substantially all of the assets of the Borrowers and the guarantors and stock pledges from certain of the Company’s foreign subsidiaries.

Debt issuance costs of ~~$872,000~~$646,000 were incurred and are being amortized over the life of the loan. These costs are included in interest expense. Unamortized deferred financing costs from the previous credit facility of ~~$878,000~~$973,000 are being amortized over the life of the new Credit Agreement.

The amounts borrowed as of ~~June 30, 2015~~March 31, 2016 and December 31, ~~2014~~2015 are as follows (dollars in thousands):


	June 30, 2015			December 31, 2014			March 31, 2016			December 31, 2015
Amounts borrowed:
Term loan facility	$	46,250		$	47,500
Revolving credit facility	58,000			63,000			$	101,000		$	101,000
Less: deferred financing costs, net of accumulated amortization of $1,244 and $1,163							(1,483		)	(1,564		)
Total borrowed	$	104,250		$	110,500		$	99,517		$	99,436

Available to be borrowed under revolving facility	$	142,000		$	137,000		$	149,000		$	149,000

Interest rates:
LIBOR rate loans:
Interest margin	2.00		%	2.00		%	2.00		%	2.00		%
Actual interest rates	2.19		%	2.19		%	2.44		%	2.25		%

~~Future maturities as~~There are no scheduled payments for the revolving loan facility of ~~June 30, 2015~~ ~~are as follows (in thousands):~~

July 1, 2015 through December 31, 2015 $ 1,250
2016 5,000
2017 5,000
2018 93,000
Total minimum payments $ 104,250
$250.0 million until maturity of the Credit Agreement in November 2020.

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~~DHI GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

8.7. COMMITMENTS AND CONTINGENCIES

Leases

The Company leases equipment and office space under operating leases expiring at various dates through December 2025. Future minimum lease payments under non-cancellable operating leases as of ~~June 30, 2015~~March 31, 2016 are as follows (in thousands):


July 1, 2015 through December 31, 2015	$	2,110
2016	3,793
April 1, 2016 through December 31, 2016			$	3,222
2017	3,378		3,813
2018	3,382		3,813
2019	3,367		3,555
2020 and thereafter	10,289
2020			3,108
2021 and thereafter			7,185
Total minimum payments	$	26,319	$	24,696

Rent expense was ~~$1.1~~$1.2 million and ~~$2.1~~$1.0 million for the three ~~and six~~ month periods ended ~~June 30,~~March 31, 2016 and 2015, respectively, ~~and $885,000 and $1.9 million for the three and six month periods ended June 30, 2014,~~ and is included in General and Administrative expense in the Condensed Consolidated Statements of Operations.

Litigation

The Company is subject to various claims from taxing authorities, lawsuits and other complaints arising in the ordinary course of business. The Company records provisions for losses when claims become probable and the amounts are reasonably estimable. Although the outcome of these legal matters 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.

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DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Tax Contingencies

The Company operates in a number of tax jurisdictions and is routinely subject to ~~audits and reviews~~examinations by various ~~taxation~~tax authorities with respect to income ~~payroll, sales and use and other~~ taxes and ~~remittances. The Company may become subject to future tax assessments by various authorities for current or prior periods.~~indirect taxes. The determination of the Company’s worldwide provision for taxes requires judgment and estimation. ~~There are many transactions and calculations where the ultimate tax determination is uncertain.~~ The Company has ~~recorded certain provisions~~reserved for potential examination adjustments to our ~~tax estimates~~provision for income taxes and accrual of indirect taxes in amounts which we believe are reasonable.

9.8. EQUITY TRANSACTIONS

Stock Repurchase Plans—The Company’s board of directors 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 following table summarizes the Stock Repurchase Plans approved by the board of directors:



	IVV	VVI
Approval Date	December ~~2013~~2014	December ~~2014~~2015
Authorized Repurchase Amount of Common Stock	$50 million	$50 million
Effective Dates	December ~~2013 to December 2014~~	~~December~~ 2014 to December 2015	December 2015 to December 2016

The Company is currently under Stock Repurchase Plan V, which will expire no later than December 2015. Under each plan, management has discretion in determining the conditions under which shares may be purchased from time to time.

~~Table of Contents~~

~~DHI GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

During the quarter ended ~~June 30, 2015~~March 31, 2016, purchases of the Company’s common stock pursuant to Stock Repurchase Plans were as follows:


Total Number of Shares Purchased	Total Number of Shares Purchased	Average Price Paid per Share		Dollar Value of Shares Purchased		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs		Total Number of Shares Purchased	Average Price Paid per Share		Approximate Dollar Value of Shares Purchased		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
1,440,000		$	8.48	$	12,217,179	$	28,621,374
1,589,011									$	8.21	$	13,051,000	$	34,578,000

~~There were no unsettled~~Approximately $0.2 million and $0.9 million of share repurchases had not settled as of ~~June 30, 2015 or~~March 31, 2016 and December 31, ~~2014.~~2015, respectively, and are included in accounts payable and accrued expenses in the accompanying Condensed Consolidated Balance Sheets.

~~10.~~9. ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss, net consists of the following components, net of tax, (in thousands):

June 30,
2015 December 31,
2014

Foreign currency translation adjustment $ (14,107 ) $ (13,909 )
Unrealized gains on investments, net of tax of $0 and $0 3
3
Total accumulated other comprehensive loss, net $ (14,104 ) $ (13,906 )

~~Changes in accumulated other comprehensive income (loss) during the three month period ended June 30, 2015 are as follows (in thousands):~~

Foreign currency translation adjustment Unrealized gains on investments Total
Beginning balance $ (18,416 ) $ 3
$ (18,413 )
Other comprehensive income before reclassifications 4,309
—
4,309
Net current-period other comprehensive income 4,309
—
4,309
Ending balance $ (14,107 ) $ 3
$ (14,104 )

~~Changes in accumulated other comprehensive income (loss) during the three month period ended June 30, 2014 are as follows (in thousands):~~

Foreign currency translation adjustment Unrealized gains on investments Total
Beginning balance $ (7,203 ) $ 3
$ (7,200 )
Other comprehensive income before reclassifications 1,382
—
1,382
Net current-period other comprehensive income 1,382
—
1,382
Ending balance $ (5,821 ) $ 3
$ (5,818 )



	March 31, 2016			December 31, 2015

Foreign currency translation adjustment	$	(21,887	)	$	(20,468	)
Total accumulated other comprehensive loss, net	$	(21,887	)	$	(20,468	)

Changes in accumulated other comprehensive loss during the ~~six~~three month period ended ~~June 30, 2015~~March 31, 2016 are as follows (in thousands):


	Foreign currency translation adjustment			Unrealized gains on investments		Total			Foreign currency translation adjustment			Total
Beginning balance	$	(13,909	)	$	3	$	(13,906	)	$	(20,468	)	$	(20,468	)
Other comprehensive loss before reclassifications	(198		)	—		(198		)	(1,419		)	(1,419		)
Net current-period other comprehensive loss	(198		)	—		(198		)	(1,419		)	(1,419		)
Ending balance	$	(14,107	)	$	3	$	(14,104	)	$	(21,887	)	$	(21,887	)

Changes in accumulated other comprehensive loss during the three month period ended March 31, 2015 are as follows (in thousands):

1210

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DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Changes in accumulated other comprehensive income (loss) during the six month period ended June 30, 2014 are as follows (in thousands):~~


	Foreign currency translation adjustment			Unrealized gains on investments		Total			Foreign currency translation adjustment			Unrealized gains on investments		Total
Beginning balance	$	(6,117	)	$	3	$	(6,114	)	$	(13,909	)	$	3	$	(13,906	)
Other comprehensive income before reclassifications	296			—		296
Net current-period other comprehensive income	296			—		296
Other comprehensive loss before reclassifications									(4,507		)	—		(4,507		)
Net current-period other comprehensive loss									(4,507		)	—		(4,507		)
Ending balance	$	(5,821	)	$	3	$	(5,818	)	$	(18,416	)	$	3	$	(18,413	)

10. DISPOSITION RELATED AND OTHER COSTS

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.

Effective January 1, 2016, the Company organized leadership responsibilities to leverage operating capabilities more effectively across four of its brands which serve specific industries, and to optimize these brands for future growth by streamlining operations and development. This entailed combining four of its global brands (eFinancialCareers, Rigzone, Hcareers and BioSpace) to have one management structure under a combined group called Global Industry Group (“GIG”).

The following table displays a roll forward of the disposition related and other costs and related liability balances:



	Accrual at										Accrual at
	December 31, 2015		Expense		Cash Payments			Non-Cash			March 31, 2016
Severance—Slashdot Media	$	—	$	981	$	(309	)	$	—		$	672
Accelerated stock based compensation expense—Slashdot Media	—		900		—			(900		)	—
Loss on sale of Slashdot Media			562		—			(562		)	—
Severance related to other brands	—		827		(491		)	—			336
Total	$	—	$	3,270	$	(800	)	$	(1,462	)	$	1,008

11. STOCK BASED COMPENSATION

Under the 2012 Omnibus Equity Award Plan, the Company has granted stock options, restricted stock and Performance-Based Restricted Stock Units (“PSUs”) to certain employees and directors. Compensation expense for stock-based awards made to employees and directors in return for service is recorded in accordance with Compensation-Stock Compensation of the FASB ASC. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest.

The Company recorded total stock based compensation expense of ~~$2.6~~$2.7 million (excluding $0.9 million of accelerated stock compensation expense related to Slashdot Media as shown in Note 10) and ~~$5.1~~$2.5 million during the three ~~and six~~ month periods ended ~~June 30,~~March 31, 2016 and 2015, ~~respectively, and $1.8 million and $4.1 million during the three and six months ended June 30, 2014.~~ respectively. At ~~June 30, 2015~~March 31, 2016, there was ~~$22.3~~$23.6 million of unrecognized compensation expense related to unvested awards, which is expected to be recognized over a weighted-average period of approximately ~~1.8~~1.9 years.

Restricted Stock—Restricted stock is granted to employees of the Company and its subsidiaries, and to non-employee members of the Company’s Board. 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. There was no cash flow impact resulting from the grants.

The 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 four years for employees.

A summary of the status of restricted stock awards as of March 31, 2016 and 2015 and the changes during the periods then ended is presented below:

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DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



	Three Months Ended March 31, 2016				Three Months Ended March 31, 2015
	Shares		Weighted- Average Fair Value at Grant Date		Shares		Weighted- Average Fair Value at Grant Date
Non-vested at beginning of the period	2,122,225		$	8.54	1,786,581		$	8.45
Granted	1,033,500		$	7.56	1,068,000		$	8.83
Forfeited	(119,875	)	$	8.36	(57,250	)	$	8.07
Vested	(655,875	)	$	8.53	(473,131	)	$	9.27
Non-vested at end of period	2,379,975		$	8.13	2,324,200		$	8.47

PSUs—PSUs are granted to employees of the Company and its subsidiaries. These shares are part of the compensation plan for services provided by the employees. The fair value of PSUs is measured using the Monte Carlo pricing model. The expense related to the PSUs is recorded over the vesting period. ~~There was no cash flow impact resulting from the grants.~~

~~During the six month period ended~~ ~~June 30, 2015, the Company granted 415,000 PSUs.~~ These shares will vest on the dates the Compensation Committee certifies the Company’s achievement of stock price performance relative 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 measurement 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 of PSUs is measured using the Monte Carlo pricing model using the following assumptions:


	Six Months Ended			Three Months Ended March 31,
	June 30, 2015			2016			2015
Weighted average fair value of PSUs granted	$	9.25		$	7.24		$	9.25
Dividend yield	—		%	—		%	—		%
Risk free interest rate	1.1		%	0.9		%	1.1		%
Expected volatility	33.6		%	33.5		%	33.6		%

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

~~Table of Contents~~

~~DHI GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

A summary of the status of ~~restricted stock awards~~PSUs as of ~~June 30,~~March 31, 2016 and 2015 ~~and~~ ~~2014~~ and the changes during the periods then ended is presented below:

Three Months Ended June 30, 2015 Three Months Ended June 30, 2014
Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date
Non-vested at beginning of the period 2,324,200
$ 8.47
1,840,881
$ 8.61
Granted—Restricted Stock 120,100
$ 8.93
150,500
$ 7.02
Forfeited during the period (87,812 ) $ 8.40
(40,075 ) $ 8.55
Vested during the period (106,888 ) $ 7.39
(60,175 ) $ 8.83
Non-vested at end of period 2,249,600
$ 8.55
1,891,131
$ 8.48

Six Months Ended June 30, 2015 Six Months Ended June 30, 2014
Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date
Non-vested at beginning of the period 1,786,581
$ 8.45
1,560,375
$ 9.81
Granted—Restricted Stock 1,188,100
$ 8.84
935,500
$ 7.17
Forfeited during the period (145,062 ) $ 8.27
(94,200 ) $ 9.16
Vested during the period (580,019 ) $ 8.93
(510,544 ) $ 10.01
Non-vested at end of period 2,249,600
$ 8.55
1,891,131
$ 8.48



	Three Months Ended March 31, 2016				Three Months Ended March 31, 2015
	Shares		Weighted- Average Fair Value at Grant Date		Shares	Weighted- Average Fair Value at Grant Date
Non-vested at beginning of the period	415,000		$	9.25	—	$	—
Granted	417,500		$	7.24	415,000	$	9.25
Forfeited	(26,667	)	$	8.50	—	$	—
Vested	(134,995	)	$	9.25	—	$	—
Non-vested at end of period	670,838		$	8.03	415,000	$	9.25

Stock Options—The fair value of each option grant is estimated using the Black-Scholes option-pricing ~~model.~~model using 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 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 based on the U.S. Treasury rates in effect at the time of grant. The ~~expense is measured at~~stock options vest 25% after one year, beginning on the ~~grant-date fair value~~first anniversary date of the ~~award~~grant, and ~~recognized as compensation expense on a straight-line basis over~~6.25% each quarter following the ~~service period, which is~~first anniversary. There was no cash flow impact resulting from the ~~vesting period.~~grants. No stock options were granted during the ~~six~~three month ~~period~~periods ended ~~June 30,~~March 31, 2016 and March 31, 2015. ~~The fair value of each option grant is estimated using the Black-Scholes option-pricing model using the following assumptions:~~

Three Months Ended Six Months Ended
June 30, 2014 June 30, 2014
The weighted average fair value of options granted $ 2.11
$ 2.60
Dividend yield — % — %
Weighted average risk free interest rate 1.59 % 1.56 %
Weighted average expected volatility 32.70 % 40.55 %
Expected life (in years) 4.6
4.6

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DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A summary of the status of options previously granted as of ~~June 30,~~March 31, 2016 and 2015, ~~and~~ ~~2014~~, and the changes during the periods then ended is presented below:


	Three Months Ended June 30, 2015						Three Months Ended March 31, 2016
	Options		Weighted-Average Exercise Price		Aggregate Intrinsic Value		Options		Weighted-Average Exercise Price		Aggregate Intrinsic Value
Options outstanding at beginning of period	4,064,236		$	6.18	$	12,593,742
Options outstanding at beginning of the period							2,673,512		$	7.46	$	5,485,248
Exercised	(584,816	)	$	2.55	$	3,585,792	(281,750	)	$	3.65	$	1,343,872
Forfeited	(152,213	)	$	11.16	—		(28,063	)	$	7.79	—
Options outstanding at end of period	3,327,207		$	6.59	$	8,791,060	2,363,699		$	7.91	$	2,326,963
Exercisable at end of period							1,870,852		$	7.81	$	2,116,465

Three Months Ended June 30, 2014
Options Weighted-Average Exercise Price Aggregate Intrinsic Value
Options outstanding at beginning of period 7,509,051
$ 5.62
$ 17,674,282
Granted 25,000
$ 7.00
—
Exercised (402,183 ) $ 2.29
$ 1,985,741
Forfeited (87,765 ) $ 7.96
—
Options outstanding at end of period 7,044,103
$ 5.79
$ 16,371,140

Six Months Ended June 30, 2015
Options Weighted-Average Exercise Price Aggregate Intrinsic Value
Options outstanding at beginning of period 4,667,738
$ 6.14
$ 19,357,512
Exercised (1,163,281 ) $ 4.44
$ 5,512,336
Forfeited (177,250 ) $ 11.04
—
Options outstanding at end of period 3,327,207
$ 6.59
$ 8,791,060
Exercisable at end of period 2,476,325
$ 5.98
$ 8,104,598


	Six Months Ended June 30, 2014						Three Months Ended March 31, 2015
	Options		Weighted-Average Exercise Price		Aggregate Intrinsic Value		Options		Weighted-Average Exercise Price		Aggregate Intrinsic Value
Options outstanding at beginning of period	7,536,601		$	5.53	$	17,493,907
Granted	614,000		$	7.19	—
Options outstanding at beginning of the period							4,667,738		$	6.14	$	19,357,512
Exercised	(899,529	)	$	3.83	$	3,054,846	(578,465	)	$	6.15	$	1,926,544
Forfeited	(206,969	)	$	9.31	—		(25,037	)	$	10.28	—
Options outstanding at end of period	7,044,103		$	5.79	$	16,371,140	4,064,236		$	6.18	$	12,593,742
Exercisable at end of period	5,597,909		$	5.09	$	16,122,410	3,112,636		$	5.51	$	11,818,654

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 three month period ended March 31, 2016, the expense of which is recorded in Disposition Related and Other Costs in the Condensed Consolidated Statements of Operations.

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~~DHI GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

The weighted-average remaining contractual term of options exercisable at ~~June 30, 2015~~March 31, 2016 is ~~2.2~~2.5 years. The following table summarizes information about options outstanding as of ~~June 30, 2015~~:March 31, 2016:


	Options Outstanding		Options Exercisable	Options Outstanding		Options Exercisable
Exercise Price	Number Outstanding	Weighted- Average Remaining Contractual Life	Number Exercisable	Number Outstanding	Weighted- Average Remaining Contractual Life	Number Exercisable
		(in years)			(in years)
$ 0.20 - $ 0.99	141,207	0.2	141,207
$ 1.00 - $ 3.99	466,650	0.5	466,650
$ 4.00 - $ 5.99	422,070	1.4	422,070	236,070	0.6	236,070
$ 6.00 - $ 8.99	1,578,442	3.8	1,030,686	1,408,791	2.9	1,104,069
$ 9.00 - $ 14.50	718,838	4.5	415,712	718,838	3.8	530,713
	3,327,207		2,476,325	2,363,699		1,870,852

12. SEGMENT INFORMATION

The Company changed its reportable segments during the first quarter of ~~2015~~2016 to reflect the current operating structure. Accordingly, all prior periods have been recast to reflect the current segment presentation.

The Company has ~~five~~three reportable segments: Tech & Clearance, ~~Finance, Energy, Healthcare~~Global Industry Group and ~~Hospitality.~~Healthcare. The Tech & Clearance reportable segment includes the Dice, ~~ClearanceJobs, and~~ Dice Europe ~~services, as well as career fairs.~~and ClearanceJobs services. The ~~Finance~~Global Industry Group reportable segment includes the eFinancialCareers, ~~service worldwide. The Energy reportable segment includes the~~ Rigzone, ~~service, OilCareers service (since the date of acquisition)~~Hcareers and ~~career fairs.~~BioSpace services. The Healthcare reportable segment includes the Health eCareers ~~and BioSpace services. The Hospitality reportable segment includes Hcareers.~~service. Management has organized its reportable segments based upon ~~the industry verticals served. Each of the reportable segments generates significant revenue from sales of recruitment packages and related services.~~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 ~~WorkDigital~~ and ~~IT Media and~~Brightmatter, which are reported in the “Corporate & Other” category, along with corporate-related costs which are not considered in a segment.

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DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s foreign operations are comprised of the Dice Europe operations and a portion of the eFinancialCareers ~~OilCareers~~ 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.~~Canada and a portion of Brightmatter, 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.

The following table shows the segment information (in thousands):



	Three Months Ended March 31,
	2016			2015
By Segment:
Revenues:
Tech & Clearance	$	34,006		$	33,890
Global Industry Group	16,554			19,872
Healthcare	6,958			6,110
Corporate & Other	768			3,898
Total revenues	$	58,286		$	63,770

Depreciation:
Tech & Clearance	$	1,738		$	1,588
Global Industry Group	222			228
Healthcare	596			277
Corporate & Other	42			110
Total depreciation	$	2,598		$	2,203

Amortization:
Tech & Clearance	$	728		$	880
Global Industry Group	1,471			2,417
Healthcare	218			317
Corporate & Other	49			129
Total amortization	$	2,466		$	3,743

Operating income (loss):
Tech & Clearance	$	11,833		$	12,181
Global Industry Group	646			1,313
Healthcare	(278		)	(126		)
Corporate & Other	(9,559		)	(4,208		)
Operating income	2,642			9,160
Interest expense	(872		)	(808		)
Other expense	(15		)	(27		)
Income before income taxes	$	1,755		$	8,325

Capital expenditures:
Tech & Clearance	$	1,576		$	1,301
Global Industry Group	355			379
Healthcare	176			806
Corporate & Other	402			31
Total capital expenditures	$	2,509		$	2,517

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DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~The following table shows the segment information (in thousands):~~

Three Months Ended June 30, Six Months Ended June 30,
2015 2014 2015 2014
By Segment:
Revenues:
Tech & Clearance $ 34,680
$ 33,213
$ 68,004
$ 65,047
Finance 8,928
9,235
17,513
18,044
Energy 5,742
8,501
12,061
14,422
Healthcare 7,818
6,623
14,885
13,074
Hospitality 4,306
3,451
8,317
6,382
Corporate & Other 4,328
5,521
8,792
10,265
Total revenues $ 65,802
$ 66,544
$ 129,572
$ 127,234

Depreciation:
Tech & Clearance $ 1,622
$ 1,565
$ 3,210
$ 3,134
Finance 139
153
271
289
Energy 52
47
103
83
Healthcare 284
743
561
1,442
Hospitality 45
62
90
121
Corporate & Other 112
326
222
648
Total depreciation $ 2,254
$ 2,896
$ 4,457
$ 5,717

Amortization:
Tech & Clearance $ 888
$ 980
$ 1,768
$ 1,944
Finance 19
19
38
38
Energy 1,746
1,790
3,492
2,565
Healthcare 464
917
928
2,737
Hospitality 509
574
1,014
1,147
Corporate & Other 130
163
259
323
Total amortization $ 3,756
$ 4,443
$ 7,499
$ 8,754



	Three Months Ended March 31,
	2016		2015
By Geography:
Revenues:
United States	$	42,677	$	45,031
United Kingdom	7,973		10,756
EMEA, APAC and Canada (1)	7,636		7,983
Non-United States	15,609		18,739
Total revenues	$	58,286	$	63,770

(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~~

Three Months Ended June 30, Six Months Ended June 30,
2015 2014 2015 2014

Operating income (loss):
Tech & Clearance $ 12,404
$ 12,954
$ 23,573
$ 23,913
Finance 2,092
1,573
3,383
3,267
Energy (427 ) 1,372
(617 ) 2,565
Healthcare 379
(982 ) (180 ) (3,234 )
Hospitality 1,487
547
2,663
777
Corporate & Other (5,419 ) (2,476 ) (9,146 ) (6,424 )
Operating income 10,516
12,988
19,676
20,864
Interest expense (833 ) (1,055 ) (1,641 ) (1,948 )
Other income (expense) 18
(129 ) (9 ) (137 )
Income before income taxes $ 9,701
$ 11,804
$ 18,026
$ 18,779

Capital expenditures:
Tech & Clearance $ 1,342
$ 1,516
$ 2,643
$ 2,806
Finance 136
171
446
492
Energy 7
97
60
97
Healthcare 822
370
1,628
706
Hospitality —
14
16
18
Corporate & Other 1
86
32
208
Total capital expenditures $ 2,308
$ 2,254
$ 4,825
$ 4,327

By Geography:
Revenues:
United States $ 51,818
$ 46,855
$ 100,860
$ 91,843
Non-United States 13,984
19,689
28,712
35,391
Total revenues $ 65,802
$ 66,544
$ 129,572
$ 127,234


	June 30, 2015		December 31, 2014		March 31, 2016		December 31, 2015
Total assets:
Tech & Clearance	$	178,029	$	185,558	$	176,342	$	177,519
Finance	76,653		69,960
Energy	72,975		85,043
Global Industry Group					144,809		150,111
Healthcare	19,594		20,794		18,002		18,134
Hospitality	39,592		33,777
Corporate & Other	28,877		32,115		18,195		23,171
Total assets	$	415,720	$	427,247	$	357,348	$	368,935

The following table shows the carrying amount of goodwill by reportable segment as of December 31, ~~2014~~2015 and ~~June 30, 2015~~March 31, 2016 and the changes in goodwill for the ~~six~~three month period ended ~~June 30, 2015~~March 31, 2016 (in thousands):

Tech & Clearance Finance Energy Healthcare Hospitality Corporate & Other Total
Goodwill at December 31, 2014 $ 95,946
$ 53,473
$ 50,187
$ 6,269
$ 15,871
$ 17,510
$ 239,256
Foreign currency translation adjustment 112
540
—
—
(934 ) 211
(71 )
Goodwill at June 30, 2015 $ 96,058
$ 54,013
$ 50,187
$ 6,269
$ 14,937
$ 17,721
$ 239,185



	Tech & Clearance			Global Industry Group			Healthcare		Corporate & Other			Total
Goodwill at December 31, 2015	$	95,523		$	80,096		$	6,269	$	16,710		$	198,598
Foreign currency translation adjustment	(273		)	(1,324		)	—		(515		)	(2,112		)
Goodwill at March 31, 2016	$	95,250		$	78,772		$	6,269	$	16,195		$	196,486

The decline in oil prices ~~late~~ in 2014 and 2015 and continued low prices in 2016 has decreased demand for energy professionals worldwide. This decline in demand and any future declines in demand for energy professionals could significantly decrease the use of the Company’s energy industry job posting websites and related services, which may adversely affect the energy reporting unit’s financial condition

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~~DHI GROUP, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

and results of operations. ~~The Company’s energy reporting unit had a large excess of the fair value of the reporting unit over the carrying value as of the October 1, 2014 testing date.~~ The Company does not believe this reporting unit is currently at risk of failing the first step of the impairment test. If events and circumstances change resulting in significant ~~changes~~reductions in ~~operations which result in lower~~ actual operating income or ~~lower~~ projections of future operating income, the Company will test this reporting unit for impairment prior to the annual impairment test.

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. Options to purchase approximately ~~2.6~~2.4 million and ~~1.8~~1.9 million shares were outstanding during the three ~~and six~~ month periods ended ~~June 30,~~March 31, 2016 and 2015 ~~respectively, and options to purchase 3.4 million and 3.2 million shares were outstanding during the three and six month periods ended June 30, 2014,~~ respectively, but were excluded from the calculation of diluted EPS for the periods then ended because the options’ exercise price was greater than the average market price of the common shares. The following is a calculation of basic and diluted earnings per share and weighted-average shares outstanding (in thousands, except per share amounts):

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DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2015		2014		2015		2014		2016		2015
Income from continuing operations—basic and diluted	$	5,678	$	7,208	$	10,770	$	11,603	$	1,111	$	5,092

Weighted-average shares outstanding—basic	51,753		52,275		52,019		52,688		49,451		52,267
Add shares issuable upon exercise of stock options	1,212		1,915		1,408		2,086		1,009		2,025
Weighted-average shares outstanding—diluted	52,965		54,190		53,427		54,774		50,460		54,292

Basic earnings per share	$	0.11	$	0.14	$	0.21	$	0.22	$	0.02	$	0.10
Diluted earnings per share	$	0.11	$	0.13	$	0.20	$	0.21	$	0.02	$	0.09

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

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this report. See also our consolidated financial statements and the notes thereto and the section entitled “Note Concerning Forward-Looking Statements” in our Annual Report on Form 10-K for the year ended December 31, ~~2014 (Dice Holdings, Inc. as of December 31, 2014).~~2015.

Information contained herein contains forward-looking statements. 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 results of operations, including descriptions of our business strategy. 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, 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 changes in the recruiting and career services business, failure to maintain and develop our reputation and brand recognition, failure to increase or maintain the number of customers who purchase recruitment packages, cyclicality or downturns in the economy or industries we serve, failure to attract qualified professionals to our websites or grow the number of qualified professionals who use our websites, failure to successfully identify or integrate acquisitions, U.S. and foreign government regulation of the Internet and taxation, our ability to borrow funds under our revolving credit facility or refinance our indebtedness and restrictions on our current and future operations under such indebtedness. These factors and others are discussed in more detail in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014,~~2015, 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”), and ~~free cash flow.~~Free Cash Flow. 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 ~~undertake~~have no obligation to update any forward-looking statements after the date hereof, except as required by ~~law.~~federal securities laws.

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy and information statements and other material information concerning us are available free of charge on 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.

Overview

We are a leading provider of data, insights and employment connections through our specialized ~~websites and~~ services for professional communities including the following industry groups: technology and 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 to find the best employment opportunities in and the most timely news and information about their respective areas of expertise.

In online recruitment, we target employment categories in which there ishas been a long-term scarcity of highly skilled, highly qualified professionals relative to market demand. Our websites serve as online marketplaces where employers and recruiters find and recruit prospective employees, and where professionals find relevant job opportunities and information to further their careers.

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In online media, we serve the technology community and the marketing and advertising professionals who want to reach this audience where they create, improve, compare and distribute open source software or debate and discuss current news and issues.

Our websites offer job postings, news and content, ~~open source software,~~ career development and recruiting services tailored to the specific needs of the professional community that each website serves.

Through our predecessors, we have been in the recruiting and career development business for ~~almost 25~~more than 26 years. Based on our operating structure, we have identified ~~five~~three reportable segments under the Segment Reporting topic of the FASB ~~ASC.~~Accounting Standards Codification (ASC).

Our reportable segments include:

Tech & Clearance— Dice, ~~ClearanceJobs,~~ Dice Europe and ~~career fairs~~ClearanceJobs

~~Finance—~~Global Industry Group— eFinancialCareers,

~~Energy—~~ Rigzone, ~~OilCareers (acquired in March 2014)~~Hcareers and ~~career fairs~~BioSpace

Healthcare— Health eCareers ~~and BioSpace~~

~~Hospitality— Hcareers~~

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 ~~WorkDigital~~(business sold in the first quarter of 2016) and ~~IT Media~~Brightmatter and are reported in the “Corporate & Other” category, along with corporate-related costs which are not considered in a segment.

Recent Developments

WeEffective January 1, 2016, the Company organized leadership responsibilities to leverage operating capabilities more effectively across four of its brands which serve specific industries, and to optimize these brands for future growth by streamlining operations and development. This entailed combining four of its global brands to have ~~initiated~~one management structure under a combined group called GIG. Management believes this new structure will allow the ~~process~~Company to ~~sell the~~leverage its organizational capabilities, including enabling certain brands that currently operate only in North America, Hcareers and BioSpace, to realize international opportunities more quickly.

The Company sold Slashdot Media ~~business. Slashdot Media was added~~ to ~~our portfolio~~BIZX, LLC in 2012 both to provide the Dice business with broader reach into Slashdot’s user community base and to extend the Dice business outside North America by engaging with SourceForge’s significant international technology user community. The Company, however, has not successfully leveraged the Slashdot user base to further Dice’s digital recruitment business; and with the acquisition of The IT Job Board and success of Open Web, the anticipated value to the Company of the SourceForge traffic outside North America has not materialized. The Company now plans to divest the business, as it does not fit within the Company’s strategic initiatives and believes the Slashdot Media business will have the opportunity to improve its financial performance under different ownership.

Slashdot Media contributed revenue of $3.9 million and $7.7 million for the three and six months ended June 30, 2015, respectively, and $4.7 million and $8.8 million for the three and six month periods ended June 30, 2014. Slashdot Media contributed EBITDA of $0.2 million and $0.9 million for the three and six months ended June 30, 2015, respectively, and $1.7 million and $2.6 million for the three and six month periods ended June 30, 2014.

We have expanded the offerings of our Dice service into the UK and Continental Europe through the rebranding of our European tech career service, Dice Europe (formerly known as The IT Job Board). The rebranding extends the Dice service into Europe and enables customers and professionals to use Dice’s data-driven technologies, providing enhanced services, insights and reach to European customers and professionals.a transaction that closed on January 27, 2016.

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 ~~customers~~customer based on the number of individual users of our databases of resumes, the number and type of job postings purchased and the terms of the package purchased. Our Tech & Clearance segment sells recruitment packages that can include both access to our databases of resumes and Open Web profiles, as well as job posting capabilities. Our ~~Finance, Energy,~~Global Industry Group and Healthcare ~~and Hospitality~~ segments 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 recruitment package customers and the revenue, on average, that these customers generate. Average monthly revenue per recruitment package customer is calculated by dividing recruitment package customer revenue by the daily average count of recruitment package customers during the month, adjusted to reflect a thirty day month. We use the simple average of each month to derive the quarterly amount. At ~~June 30,~~March 31, 2016 and December 31, 2015,, Dice had approximately ~~7,750~~7,450 and 7,600 total recruitment package ~~customers.~~customers in the U.S., respectively. Our customers’ usage of our websites increased, as demonstrated through an increase in average monthly revenue per U.S. recruitment package customer of $1,076 for the three months ended March 31, 2015 to $1,118 for the three months ended March 31, 2016. Deferred revenue is a key metric 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 our ability to sign customers to longer term contracts. We recorded deferred revenue of ~~$88.1~~$88.8 million at ~~June 30,~~March 31, 2016 and $84.3 million at December 31, 2015,, including ~~$1.7 million~~$969,000 of Slashdot Media deferred revenue classified as held for sale as of ~~June 30, 2015, and $86.4 million at~~ December 31, ~~2014~~.2015.

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,

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sponsorships, and custom content marketing solutions. Lead generation information utilizes advertising and other methods to deliver leads to a customer.

Our ability to continue 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.

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

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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, 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-valued tasks, such as posting resumes and/or applying to 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. Marketing expenditures primarily consist of online advertising, brand promotion and lead generation to employers and job seekers.

Critical Accounting Policies

There have been no material changes to our critical accounting policies as compared to the critical accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014.~~

~~Results of Operations~~2015.

Three Months Ended ~~June 30, 2015~~March 31, 2016 Compared to the Three Months Ended ~~June 30, 2014~~March 31, 2015

Revenues


	Three Months Ended June 30,				Increase (decrease)			Percent Change		Three Months Ended March 31,				Increase (Decrease)			Percent Change
	2015		2014		Increase (decrease)			Percent Change		2016		2015		Increase (Decrease)			Percent Change
	(in thousands, except percentages)									(in thousands, except percentages)
Tech & Clearance	$	34,680	$	33,213	$	1,467		4.4	%	$	34,006	$	33,890	$	116		0.3	%
Finance	8,928		9,235		(307		)	(3.3	)%
Energy	5,742		8,501		(2,759		)	(32.5	)%
eFinancialCareers										8,906		8,585		321			3.7	%
Rigzone										2,898		6,319		(3,421		)	(54.1	)%
Hcareers										3,812		4,011		(199		)	(5.0	)%
BioSpace										938		957		(19		)	(2.0	)%
Global Industry Group										16,554		19,872		(3,318		)	(16.7	)%
Healthcare	7,818		6,623		1,195			18.0	%	6,958		6,110		848			13.9	%
Hospitality	4,306		3,451		855			24.8	%
Corporate & Other	4,328		5,521		(1,193		)	(21.6	)%	768		3,898		(3,130		)	(80.3	)%
Total revenues	$	65,802	$	66,544	$	(742	)	(1.1	)%	$	58,286	$	63,770	$	(5,484	)	(8.6	)%

~~Our revenues were $65.8 million for the three month period ended~~ ~~June 30, 2015~~ ~~compared to $66.5 million for the same period in~~ ~~2014, a decrease of $742,000, or 1.1%.~~

We experienced an increase in the Tech & Clearance segment revenue of ~~$1.5~~$0.1 million, or ~~4.4%~~0.3%. ~~Revenue at Dice~~Revenues for ClearanceJobs increased by ~~$623,000~~$0.6 million for the three month period ended March 31, 2016 as compared to the same period in ~~2014.~~2015, primarily due to enhanced product offerings. Revenue at Dice decreased by $0.5 million compared to the same period in 2015. Recruitment package customer count in the U.S. decreased from 7,800 at March 31, 2015 to 7,450 at March 31, 2016. Our customers’ usage of our websites increased, as demonstrated through an increase in average monthly revenue per U.S. recruitment package customer of approximately 5%4% from the three month period ended ~~June 30, 2014~~March 31, 2015 to the three month period ended ~~June 30, 2015~~March 31, 2016.

The Global Industry Group segment revenue decreased $3.3 million, or 16.7%. ~~Recruitment package customer count decreased from 8,000~~This decrease was primarily due to a decrease at ~~June 30, 2014 to 7,750 at June 30, 2015. Revenues for career fairs and ClearanceJobs increased by $517,000~~the Rigzone business of $3.4 million as a result of difficult conditions in the energy market. eFinancialCareers experienced an increase in revenue of $0.3 million. Currency translation for the three month period ended June 30, 2015 as compared to the same period in 2014, primarily due to ClearanceJobs as a result of improved market conditions and enhanced product offerings. The Dice Europe revenue increased by $327,000 for the three month period ended June 30, 2015 as compared to the same period in 2014.

~~The Finance segment experienced a decrease in revenue of $307,000, or 3.3%. Currency had a negative impact on revenue for the three month period ended June 30, 2015, decreasing~~March 31, 2016 negatively impacted eFinancialCareers revenue by approximately ~~$720,000.~~$0.4 million. In functional currency, revenue increased 8%11% in the Asia Pacific region, 3%6% in the UK, ~~and~~9% in Continental Europe and 2%5% in North America.

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Revenues for the Energy segment totaled $5.7 million for the three month period ended June 30, 2015, a decrease of $2.8 million or 32.5% from the comparable 2014 period. The decrease was a result of declines in the Rigzone business due to difficult macro-environment conditions in the energy market.

The Healthcare segment, consisting of Health eCareers, ~~and BioSpace,~~ increased revenue by ~~$1.2~~$0.8 million, or ~~18.0%~~13.9% from the comparable ~~2014~~2015 period, as a result of increased ~~usage by customers. The fair value adjustment to deferred revenue decreased revenue by $273,000 for the three month period ended June 30, 2014, and did not recur in the current period.~~

~~Revenues for the Hospitality segment, which represents Hcareers, increased $855,000, or 24.8% primarily due to increased usage~~utilization by customers and ~~the fair value adjustment to deferred revenue. The fair value adjustment to deferred revenue decreased revenue by $339,000 for the three month period ended~~ ~~June 30, 2014, and did not recur in the current period.~~enhanced product offerings.

Revenues from ~~the~~ Corporate & Other, ~~segment,~~ which consists of revenue from Slashdot Media ~~WorkDigital~~ and ~~IT Media,~~Brightmatter, decreased by ~~$1.2~~$3.1 million or ~~21.6% reflecting a decline~~80.3% primarily due to the sale of the Slashdot Media business in ~~certain revenue streams at Slashdot Media.~~January 2016.

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Cost of Revenues


	Three Months Ended June 30,						Increase		Percent Change		Three Months Ended March 31,						Decrease			Percent Change
	2015			2014							2016			2015
	(in thousands, except percentages)										(in thousands, except percentages)
Cost of revenues	$	9,865		$	9,531		$	334	3.5	%	$	8,535		$	9,625		$	(1,090	)	(11.3	)%
Percentage of revenues	15.0		%	14.3		%					14.6		%	15.1		%

~~Our cost of revenues for~~Corporate & Other decreased by $1.1 million primarily due to lower expenses at Slashdot Media since the ~~three month period ended~~ ~~June 30, 2015~~business was ~~$9.9 million compared to $9.5 million for the same period~~sold in ~~2014, an increase of $334,000, or 3.5%.~~January 2016. The Tech & Clearance segment experienced an increase of ~~$544,000, of which Dice contributed an increase of $588,000~~$180,000 attributable to event costs. The Global Industry Group segment decreased by $302,000 due to savings as a result of fewer events and decreased compensation costs. The Healthcare segment increased $103,000 as a result of additional ~~headcount and increased licensing and consulting costs. Energy decreased $243,000 primarily due to fewer recruitment events in the three month period ended June 30, 2015.~~headcount.

Product Development Expenses


	Three Months Ended June 30,						Increase		Percent Change		Three Months Ended March 31,						Decrease			Percent Change
	2015			2014							2016			2015
	(in thousands, except percentages)										(in thousands, except percentages)
Product development	$	7,055		$	6,364		$	691	10.9	%	$	7,060		$	7,089		$	(29	)	(0.4	)%
Percentage of revenues	10.7		%	9.6		%					12.1		%	11.1		%

~~Product development expenses for the three month period ended June 30, 2015 were $7.1 million compared~~The Global Industry Group segment decreased $397,000 primarily due to ~~$6.4 million for the same period in 2014, an increase of $691,000 or 10.9%.~~compensation costs. An increase of ~~$399,000~~$389,000 was experienced in the ~~Tech & Clearance~~Healthcare segment, primarily driven by additional salaries and related costs ~~from additional headcount. The Healthcare segment increased by $243,000, primarily~~ due to ~~headcount and related costs. An increase in headcount at WorkDigital was~~ the ~~primary driver for an increase~~increased number of ~~$122,000 in the~~employees. Corporate & Other ~~segment.~~

~~The Finance segment decreased by $137,000 primarily driven by decreased consulting fees~~was flat with Brightmatter increasing $598,000 due to an increase in the number of employees supporting the development of next generation recruitment products and ~~reduced spend on product initiatives,~~services, and partially offset by ~~increased compensation costs.~~a decrease at Slashdot Media of $514,000 since the business was sold in January 2016.

Sales and Marketing Expenses


	Three Months Ended June 30,						Increase		Percent Change		Three Months Ended March 31,						Decrease			Percent Change
	2015			2014							2016			2015
	(in thousands, except percentages)										(in thousands, except percentages)
Sales and marketing	$	20,527		$	20,268		$	259	1.3	%	$	20,502		$	20,678		$	(176	)	(0.9	)%
Percentage of revenues	31.2		%	30.5		%					35.2		%	32.4		%

Sales and marketing ~~expenses~~costs for the three month period ended June 30, 2015 were $20.5 million compared to $20.3 million for the same period in 2014, an increase of $259,000 or 1.3%. The Tech & Clearance segment experienced an increase in sales and marketing expense of $1.6 million. The increase in marketing expense was due to increased customer marketing costs of $458,000 at Dice. Sales expense increased by $550,000 due to increased compensation costs related to additional headcount and other employee-related costs. Marketing expense at Dice Europe increased $350,000 due to rebranding

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~~initiatives and increased spending on aggregators. Sales and marketing expenses for the Healthcare segment increased by $322,000 due to increased marketing initiatives.~~

~~Sales and marketing expenses at the Finance~~Global Industry Group segment decreased by $937,000. This decrease was primarily related to lower compensation and commissions costs and less discretionary marketing spending. The Energy segment sales and marketing expense decreased by $743,000 primarily$989,000 due to decreased discretionary marketing spend of $475,000, decreased commissions ~~costs~~of $386,000 as a result of lower billings, and decreased employee-related expenses of $100,000. The decrease was offset by an increase in the Tech & Clearance segment of $525,000 primarily due to discretionary ~~spending~~marketing spend to increase brand awareness for Dice in ~~marketing.~~Europe and an increase in compensation costs. The Healthcare segment sales and marketing expense increased $379,000 due to increased marketing costs. Corporate & Other was down $91,000 due to Slashdot Media since the business was sold in January 2016. The decrease was offset by increased marketing spend for Brightmatter.

General and Administrative Expenses


	Three Months Ended June 30,						Increase		Percent Change		Three Months Ended March 31,						Decrease			Percent Change
	2015			2014							2016			2015
	(in thousands, except percentages)										(in thousands, except percentages)
General and administrative	$	11,829		$	10,009		$	1,820	18.2	%	$	11,213		$	11,272		$	(59	)	(0.5	)%
Percentage of revenues	18.0		%	15.0		%					19.2		%	17.7		%

General and administrative ~~expenses~~expense for the ~~three month period ended June 30, 2015 were $11.8~~Global Industry Group segment decreased $428,000 primarily attributable to decreased employee-related costs. The Tech & Clearance segment was down $203,000 primarily due to decreased compensation costs, partially offset by increased facilities cost related to a new office in 2015. The Healthcare segment was down $142,000 primarily due to decreased employee-related costs. Corporate & Other was up $492,000 primarily due to professional and related costs associated with an increase in professional fees at Corporate related to the agreement to add a director and increased compensation costs at Brightmatter.

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Stock-based compensation expense was $2.7 million, excluding $0.9 million of accelerated stock compensation expense related to Slashdot Media as shown in Note 10, an increase of $0.2 million compared to ~~$10.0 million for~~ the same period in ~~2014, an increase of $1.8 million or 18.2%.~~2015. The increase ~~of $1.8 million~~ was primarily due to ~~increased stock-based~~PSUs issued in 2015 and 2016 which vest over a three-year period as described in Note 11 to the Condensed Consolidated Financial Statements.

Disposition Related and Other Costs



	Three Months Ended March 31,						Increase		Percent Change
	2016			2015			Increase		Percent Change
	(in thousands, except percentages)
Disposition related and other costs	$	3,270		$	—		$	3,270	n.m.
Percentage of revenues	5.6		%	—		%

The disposition related and other costs are primarily due to the sale of Slashdot Media, including severance of $981,000, stock based compensation ~~expense~~acceleration of ~~approximately $780,000, as~~$900,000, and a ~~result~~loss on sale of ~~the cumulative effect of higher value of equity awards as we add higher level personnel,~~$562,000. Also included in disposition related and ~~increased bad debt expense~~other costs is other severance primarily related to ~~one customer at Slashdot Media~~the formation of ~~$600,000.~~Global Industry Group of $827,000.

Depreciation


	Three Months Ended June 30,						Decrease			Percent Change		Three Months Ended March 31,						Increase		Percent Change
	2015			2014								2016			2015
	(in thousands, except percentages)
Depreciation	$	2,254		$	2,896		$	(642	)	(22.2	)%	$	2,598		$	2,203		$	395	17.9	%
Percentage of revenues	3.4		%	4.4		%						4.5		%	3.5		%

~~Depreciation expense for the three month period ended June 30, 2015 was $2.3 million compared to $2.9 million for the same period of 2014, a decrease of $642,000 or 22.2%.~~ The ~~decrease~~increase was due to ~~lower depreciable fixed assets~~increased capital expenditures in the ~~current period.~~Healthcare segment in the second half of 2015, which increased the amount of depreciable assets.

Amortization of Intangible Assets


	Three Months Ended June 30,						Decrease			Percent Change		Three Months Ended March 31,						Decrease			Percent Change
	2015			2014								2016			2015
	(in thousands, except percentages)											(in thousands, except percentages)
Amortization	$	3,756		$	4,443		$	(687	)	(15.5	)%	$	2,466		$	3,743		$	(1,277	)	(34.1	)%
Percentage of revenues	5.7		%	6.7		%						4.2		%	5.9		%

Amortization expense for the three month period ended ~~June 30, 2015 was $3.8 million compared to $4.4 million for the same period in 2014, a decrease of $687,000 or 15.5%, primarily~~March 31, 2016 decreased by $799,000, $245,000 and $152,000 due to certain intangible assets at ~~Health eCareers~~the Global Industry Group, Healthcare and Tech & Clearance segments, respectively, becoming fully amortized.

~~Change in Acquisition Related Contingencies~~

During the three month period ended June 30, 2015, there was no expense related to the change in acquisition related contingencies, compared to $45,000 of expense in the prior year period due to The IT Job Board and WorkDigital acquisitions. In January 2014, a payment of $824,000 related to The IT Job Board was made to the seller. In October 2014, a final deferred purchase price payment of $5.0 million related to the WorkDigital acquisition was made to the seller. The final deferred purchase price payment totaling approximately $3.8 million related to The IT Job Board was made to the seller in February 2015.

Operating Income

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Operating income for the three month period ended ~~June 30, 2015~~March 31, 2016 was ~~$10.5~~$2.6 million compared to ~~$13.0~~$9.2 million for the same period in ~~2014,~~2015, a decrease of ~~$2.5~~$6.5 million or ~~19.0%~~71.2%. The decrease was primarily ~~driven by declines~~due to decreased revenue at Rigzone and the disposition related and other costs, which did not occur in the ~~Rigzone business due to difficult macro-environment conditions in the energy market and lower performance at Slashdot Media.~~prior year period.

Interest Expense


	Three Months Ended June 30,						Decrease			Percent Change		Three Months Ended March 31,						Increase		Percent Change
	2015			2014								2016			2015
	(in thousands, except percentages)											(in thousands, except percentages)
Interest expense	$	833		$	1,055		$	(222	)	(21.0	)%	$	872		$	808		$	64	7.9	%
Percentage of revenues	1.3		%	1.6		%						1.5		%	1.3		%

Interest expense for the three month period ended ~~June 30, 2015 was $833,000 compared to $1.1 million for the same period in 2014, a decrease of $222,000 or 21.0%. The weighted-average debt outstanding was lower in~~March 31, 2016 approximates the three month period ended ~~June 30, 2015 as compared to the same period in 2014.~~March 31, 2015.

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Income Taxes


	Three Months Ended June 30,						Three Months Ended March 31,
	2015			2014			2016			2015
	(in thousands, except percentages)						(in thousands, except percentages)
Income before income taxes	$	9,701		$	11,804		$	1,755		$	8,325
Income tax expense	4,023			4,596			644			3,233
Effective tax rate	41.5		%	38.9		%	36.7		%	38.8		%

The effective income tax rate was ~~41.5%~~36.7% and ~~38.9%~~38.8% for the three month periods ended ~~June 30,~~March 31, 2016 and 2015, ~~and June 30, 2014,~~ respectively. The tax rate was higher in the ~~current~~prior year period because of state law changes ~~resulting from a state~~which impacted our apportionment methodology, causing an increase in our deferred tax ~~examination and adjustments of estimated amounts~~liability related to ~~prior-year foreign returns, each a result of the OnTargetjobs acquisition.~~state taxes.

Earnings per Share

Basic earnings per share was ~~$0.11~~$0.02 and ~~$0.14~~$0.10 for the three month periods ended ~~June 30,~~March 31, 2016 and 2015, ~~and June 30, 2014, respectively, a decrease of $0.03 or 21.4%.~~respectively. Diluted earnings per share was ~~$0.11~~$0.02 and ~~$0.13, respectively, a decrease of $0.02 or 15.4%.~~$0.09, respectively. The decreases were ~~primarily~~ due to a decrease in net income ~~partially offset by decreased weighted-average shares outstanding due to stock repurchases.~~

~~Six Months Ended June 30, 2015 Compared to the Six Months Ended June 30, 2014~~

~~Revenues~~

Six Months Ended June 30, Increase (decrease)
Percent
Change
2015 2014
(in thousands, except percentages)
Tech & Clearance $ 68,004
$ 65,047
$ 2,957
4.5 %
Finance 17,513
18,044
(531 ) (2.9 )%
Energy 12,061
14,422
(2,361 ) (16.4 )%
Healthcare 14,885
13,074
1,811
13.9 %
Hospitality 8,317
6,382
1,935
30.3 %
Corporate & Other 8,792
10,265
(1,473 ) (14.3 )%
Total revenues $ 129,572
$ 127,234
$ 2,338
1.8 %

~~Our revenues were $129.6 million for the six month period ended June 30, 2015 compared to $127.2 million for the same period in 2014, an increase of $2.3 million, or 1.8%.~~

We experienced an increase in the Tech & Clearance segment revenue of $3.0 million, or 4.5%. Revenue at Dice increased by $1.3 million compared to the same period in 2014. Our customers’ usage of our websites increased, as demonstrated through an increase in average monthly revenue per recruitment package customer of approximately 5% from the

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six month period ended June 30, 2014 to the six month period ended June 30, 2015. Recruitment package customer count decreased from 8,000 at June 30, 2014 to 7,750 at June 30, 2015. Revenues for career fairs and ClearanceJobs increased by $1.0 million for the six month period ended June 30, 2015 as compared to the same period in 2014, primarily due to ~~ClearanceJobs as a result~~disposition related and other costs of improved market conditions and enhanced product offerings. Dice Europe revenue increased by $610,000 for the six month period ended June 30, 2015 as compared to the same period in 2014 due primarily to increased billings and the fair value adjustment to deferred revenue, which decreased revenue by $262,000 for the six month period ended June 30, 2014, and did not recur in the current period.

The Finance segment experienced a decrease in revenue of $531,000, or 2.9%. Currency had a negative impact on revenue for the six month period ended June 30, 2015, decreasing revenue by approximately $1.4 million. In functional currency, revenue increased 9% in the Asia Pacific region, 3% in the UK and Continental Europe and 2% in North America.

~~Revenues for the Energy segment totaled $12.1 million for the six month period ended June 30, 2015, a decrease of $2.4~~$3.3 million or ~~16.4% from the comparable 2014 period. The~~$0.04 per diluted share. This decrease was ~~a result of continued declines in the Rigzone business due to difficult macro-environment conditions in the energy market.~~

The Healthcare segment, consisting of Health eCareers and BioSpace, increased revenue by $1.8 million, or 13.9% from the comparable 2014 period, as a result of increased usage by customers. The fair value adjustment to deferred revenue decreased revenue by $686,000 for the six month period ended June 30, 2014 and did not recur in the current period.

Revenues for the Hospitality segment, which represents Hcareers, increased $1.9 million, or 30.3% primarily due to increased usage by customers and the fair value adjustment to deferred revenue. The fair value adjustment to deferred revenue decreased revenue by $863,000 for the six month period ended June 30, 2014, and did not recur in the current period.

Revenues from the Corporate & Other segment, which consists of revenue from Slashdot Media, WorkDigital and IT Media, decreased by $1.5 million or 14.3% reflecting a decline in certain revenue streams at Slashdot Media.

~~Cost of Revenues~~

Six Months Ended June 30, Increase
Percent
Change
2015 2014
(in thousands, except percentages)
Cost of revenues $ 19,490
$ 18,385
$ 1,105
6.0 %
Percentage of revenues 15.0 % 14.4 %

Our cost of revenues for the six month period ended June 30, 2015 was $19.5 million compared to $18.4 million for the same period in 2014, an increase of $1.1 million, or 6.0%. The Tech & Clearance segment experienced an increase of $701,000, of which Dice contributed an increase of $779,000 due to additional headcount and increased consulting costs, as well as increased hardware and software expenses of $290,000. Dice Europe decreased by $235,000 due to expiration of the maintenance agreement with the previous parent company and infrastructure costs, as well as lower headcount. Cost of revenues for the Corporate & Other segment increased $297,000, of which Slashdot Media contributed an increase of $195,000 due to increased spend with external partners for lead generation, offset by lower compensation-related expenses and a discontinued equipment lease.

The Healthcare segment increased $238,000 due to increased commissions and employee-related expenses. The Energy segment decreased $172,000 primarily due to fewer recruitment events in the six month period ended June 30, 2015.

~~Product Development Expenses~~

Six Months Ended June 30, Increase
Percent
Change
2015 2014
(in thousands, except percentages)
Product development $ 14,144
$ 12,767
$ 1,377
10.8 %
Percentage of revenues 10.9 % 10.0 %

Product development expenses for the six month period ended June 30, 2015 were $14.1 million compared to $12.8 million for the same period in 2014, an increase of $1.4 million or 10.8%. An increase of $817,000 was experienced in the Tech & Clearance segment, primarily driven by salaries and related costs from additional headcount. The Healthcare segment

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increased by $539,000, primarily due to increased consulting and compensation costs. Energy increased $285,000 due to additional salaries and related costs for the increased number of employees as part of the integration of the Energy segment.

~~The Finance segment decreased by $240,000 primarily driven by decreased consulting fees, lower employee-related expenses and reduced spend on product initiatives.~~

~~Sales and Marketing Expenses~~

Six Months Ended June 30, Increase
Percent
Change
2015 2014
(in thousands, except percentages)
Sales and marketing $ 41,205
$ 39,286
$ 1,919
4.9 %
Percentage of revenues 31.8 % 30.9 %

~~Sales and marketing expenses for the six month period ended~~ ~~June 30, 2015~~ ~~were $41.2 million compared to $39.3 million for the same period in~~ ~~2014~~, an increase of $1.9 million or 4.9%. The Tech & Clearance segment experienced an increase in sales and marketing expense of $2.9 million. The increase was due to increased customer marketing costs and search engine marketing programs of $1.1 million at Dice. Marketing expense increased $501,000 as a result of increased spending on search engine optimization and aggregators at Dice Europe and increased by $160,000 due to additional search engine marketing spending at ClearanceJobs. Sales expense at Dice increased by $754,000 due to increased compensation-related costs and additional headcount. Healthcare increased $298,000 due to increased marketing initiatives and aggregator spend, partially offset by a decrease in sales expense related to lower compensation costs.

The Finance segment experienced a decrease in sales and marketing expense of $1.0 million. Sales expense at the Finance segment decreased $570,000 due to lower compensation-related expenses, commissions and employee-related expenses. Marketing expense at the Finance segment decreased by $410,000 primarily related to lower discretionary marketing spending and compensation-related expense. Sales and marketing expenses for the Corporate & Other decreased $189,000, primarily related to savings driven by delayed hiring and turnover and lower commissions at Slashdot Media, offset by increased salaries and related costs at WorkDigital. The Energy segment sales and marketing expense decreased by $272,000 primarily due to decreased commissions as a result of lower sales and decreased employee-related expenses. This decrease in sales expense at the Energy segment was partially offset by increased discretionary marketing spending and additional headcount.

~~General and Administrative Expenses~~

Six Months Ended June 30, Increase
Percent
Change
2015 2014
(in thousands, except percentages)
General and administrative $ 23,101
$ 21,371
$ 1,730
8.1 %
Percentage of revenues 17.8 % 16.8 %

~~General and administrative expenses for the six month period ended~~ ~~June 30, 2015~~ ~~were $23.1 million compared to $21.4 million for the same period in~~ ~~2014~~, an increase of $1.7 million or 8.1%. The increase of $1.7 million was due to increased stock-based compensation expense of approximately $930,000, as a result of the cumulative effect of higher value of equity awards as we add higher level personnel, and $600,000 of bad debt expense related to one customer at Slashdot Media.

~~Depreciation~~

Six Months Ended June 30, Decrease
Percent
Change
2015 2014
(in thousands, except percentages)
Depreciation $ 4,457
$ 5,717
$ (1,260 ) (22.0 )%
Percentage of revenues 3.4 % 4.5 %

~~Depreciation expense for the six month period ended~~ ~~June 30, 2015~~ ~~was $4.5 million compared to $5.7 million for the same period of 2014, a decrease of $1.3 million or 22.0%. The decrease was due to to lower depreciable fixed assets in the current period.~~

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~~Amortization of Intangible Assets~~

Six Months Ended June 30, Decrease
Percent
Change
2015 2014
(in thousands, except percentages)
Amortization $ 7,499
$ 8,754
$ (1,255 ) (14.3 )%
Percentage of revenues 5.8 % 6.9 %

~~Amortization expense for the six month period ended~~ ~~June 30, 2015~~ ~~was $7.5 million compared to $8.8 million for the same period in~~ ~~2014, a decrease of $1.3 million or 14.3%. Amortization expense for the six month period ended~~ ~~June 30, 2015~~ decreased by $1.8 million and $176,000 due to certain intangible assets at Health eCareers and Dice Europe, respectively, becoming fully amortized. This decrease in amortization expense was partially offset by an increase of $1.0 million due to the OilCareers acquisition.

~~Change in Acquisition Related Contingencies~~

~~During the six month period ended~~ ~~June 30, 2015, there was no expense related to the change in acquisition related contingencies, compared to~~ ~~$90,000~~ of expense in the prior year period due to The IT Job Board and WorkDigital acquisitions. In January 2014, a payment of $824,000 related to The IT Job Board was made to the seller. In October 2014, a final deferred purchase price payment of $5.0 million related to the WorkDigital acquisition was made to the seller. The final deferred purchase price payment totaling approximately $3.8 million related to The IT Job Board was made to the seller in February 2015.

~~Operating Income~~

Operating income for the six month period ended June 30, 2015 was $19.7 million compared to $20.9 million for the same period in 2014, a decrease of $1.2 million or 5.7%. The decrease was primarily driven by decreased revenue related to declines in the Rigzone business due to difficult macro-environment conditions in the energy market and increased operating expenses at the Tech & Clearance segment. Offsetting this decrease in operating income was an increase at the Healthcare and Hospitality segments as a result of increased revenues and lower amortization and depreciation expense.

~~Interest Expense~~

Six Months Ended June 30, Decrease
Percent
Change
2015 2014
(in thousands, except percentages)
Interest expense $ 1,641
$ 1,948
$ (307 ) (15.8 )%
Percentage of revenues 1.3 % 1.5 %

~~Interest expense for the six month period ended~~ ~~June 30, 2015~~ ~~was~~ ~~$1.6 million~~ ~~compared to $1.9 million for the same period in~~ ~~2014, a decrease of $307,000 or 15.8%. The weighted-average debt outstanding was lower in the six month period ended June 30, 2015 as compared to the same period in 2014.~~

~~Income Taxes~~

Six Months Ended June 30,
2015 2014
(in thousands, except
percentages)
Income before income taxes $ 18,026
$ 18,779
Income tax expense 7,256
7,176
Effective tax rate 40.3 % 38.2 %

The effective income tax rate was 40.3% and 38.2% for the six month periods ended June 30, 2015 and June 30, 2014, respectively. The rate was higher in the current period because of changes resulting from a state tax examination and adjustments of estimated amounts related to prior-year foreign returns, each a result of the OnTargetjobs acquisition, and state law changes which affected our apportionment methodology.

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~~Earnings per Share~~

Basic earnings per share was $0.21 and $0.22 for the six month periods ended June 30, 2015 and June 30, 2014, respectively, a decrease of $0.01 or 4.5%. Diluted earnings per share was $0.20 and $0.21, respectively, a decrease of $0.01 or 4.8%. The decreases were primarily due to a decrease in net income, partially offset by decreased weighted-average shares outstanding due to stock repurchases.

Liquidity and Capital Resources

Non-GAAP Measures

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

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP metric used by management to measure operating performance. Management uses Adjusted EBITDA as a performance measure for internal monitoring and planning, including preparation of annual budgets, analyzing investment decisions and evaluating profitability and performance comparisons between us and our competitors. We also use this measure to calculate amounts of performance based compensation under the senior management incentive bonus program. Adjusted EBITDA, as defined in our Credit Agreement as “Consolidated ~~EBITDA,”~~EBITDA”, represents net income plus (to the extent deducted in calculating such net income) interest expense, income tax expense, depreciation and amortization, non-cash stock option expenses, losses resulting from certain dispositions outside the ordinary course of business, certain writeoffs in connection with indebtedness, impairment charges with respect to long-lived assets, expenses incurred in connection with an equity offering or any other offering of securities by the Company, extraordinary or non-recurring non-cash expenses or losses, transaction costs in connection with the Credit Agreement up to $250,000, deferred revenues written off in connection with acquisition purchase accounting adjustments, writeoff of non-cash stock compensation expense, and business interruption insurance proceeds, minus (to the extent included in calculating such net income) non-cash income or gains, interest income, and any income or gain resulting from certain dispositions outside of the ordinary course of business.

We also consider Adjusted EBITDA, as defined above, to be an important indicator to investors because it provides information related to our ability to provide cash flows to meet future debt service, capital expenditures and working capital requirements and to fund future growth, as well as to monitor compliance with financial covenants. We present Adjusted EBITDA as a supplemental performance measure because we believe that this measure provides our board of directors, management and investors with additional information to measure our performance, provide comparisons from period to period and company to company by excluding potential differences caused by variations in capital structures (affecting interest expense) and tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses), and to estimate our value.

We present Adjusted EBITDA because covenants in our Credit Agreement contain ratios based on this measure. Our Credit Agreement is material to us because it is one of our primary sources of liquidity. If our Adjusted EBITDA were to decline below certain levels, covenants in our Credit Agreement that are based on Adjusted EBITDA may be violated and could

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cause a default and acceleration of payment obligations under our Credit Agreement. See Note 76 “Indebtedness” for additional information on the covenants for our Credit Agreement.

Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our profitability or liquidity.

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

Adjusted EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

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Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments on ~~our~~your debt;

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

Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

To compensate for these limitations, management evaluates our liquidity by considering the economic effect of excluded expense items independently, as well as in connection with its analysis of cash flows from operations and through the use of other financial measures, such as capital expenditure budget variances, investment spending levels and return on capital analysis.

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A reconciliation of Adjusted EBITDA for the ~~six~~three month periods ended ~~June 30,~~March 31, 2016 and 2015 ~~and~~ ~~2014~~ (in thousands) follows:

For the six months ended June 30,
2015 2014
Reconciliation of Net Income to Adjusted EBITDA:
Net income $ 10,770
$ 11,603
Interest expense 1,641
1,948
Income tax expense 7,256
7,176
Depreciation 4,457
5,717
Amortization of intangible assets 7,499
8,754
Change in acquisition related contingencies —
90
Non-cash stock compensation expense 5,080
4,147
Deferred revenue adjustment —
2,268
Other 9
137
Adjusted EBITDA $ 36,712

$ 41,840

Reconciliation of Operating Cash Flows to Adjusted EBITDA:
Net cash provided by operating activities $ 36,989
$ 33,365
Interest expense 1,641
1,948
Amortization of deferred financing costs (209 ) (185 )
Income tax expense 7,256
7,176
Deferred income taxes 1,828
2,685
Change in accrual for unrecognized tax benefits (164 ) (280 )
Change in accounts receivable (4,829 ) (1,195 )
Change in deferred revenue (2,033 ) (6,928 )
Deferred revenue adjustment —
2,268
Changes in working capital and other (3,767 ) 2,986
Adjusted EBITDA $ 36,712
$ 41,840

~~Slashdot Media contributed EBITDA of $0.9 million and $2.6 million for the six months ended June 30, 2015 and 2014, respectively.~~



	For the three months ended March 31,
	2016			2015
Reconciliation of Net Income to Adjusted EBITDA:
Net income	$	1,111		$	5,092
Interest expense	872			808
Income tax expense	644			3,233
Depreciation	2,598			2,203
Amortization of intangible assets	2,466			3,743
Non-cash stock compensation expense	2,717			2,503
Severance—Slashdot Media	981			—
Accelerated stock based compensation expense—Slashdot Media	900			—
Loss on sale of assets	562			—
Other	15			27
Adjusted EBITDA	$	12,866		$	17,609

Reconciliation of Operating Cash Flows to Adjusted EBITDA:
Net cash provided by operating activities	$	12,395		$	19,120
Interest expense	872			808
Amortization of deferred financing costs	(81		)	(104		)
Income tax expense	644			3,233
Deferred income taxes	84			586
Severance—Slashdot Media	981			—
Change in accrual for unrecognized tax benefits	(14		)	(83		)
Change in accounts receivable	(2,367		)	(2,327		)
Change in deferred revenue	(5,551		)	(5,431		)
Changes in working capital and other	5,903			1,807
Adjusted EBITDA	$	12,866		$	17,609

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Free Cash Flow

We define free cash flow as net cash provided by operating activities minus capital expenditures. We believe free cash flow is an important non-GAAP measure for management and investors as it provides useful cash flow information regarding our ability to service, incur or pay down indebtedness or repurchase our common stock. We use free cash flow as a measure to reflect cash available to service our debt as well as to fund our expenditures. A limitation of using free cash flow versus the GAAP measure of net cash provided by operating activities is free cash flow does not represent the total increase or decrease in the cash balance from operations for the period since it includes cash used for capital expenditures during the period.

We have summarized our free cash flow for the ~~six~~three month periods ended ~~June 30,~~March 31, 2016 and 2015 ~~and 2014~~ (in thousands).


	For the six months ended June 30,						For the three months ended March 31,
	2015			2014			2016			2015
Cash from operating activities	$	36,989		$	33,365		$	12,395		$	19,120
Purchases of fixed assets	(4,928		)	(4,946		)	(2,319		)	(2,476		)
Free cash flow	$	32,061		$	28,419		$	10,076		$	16,644

Cash Flows

We have summarized our cash flows for the ~~six~~three month periods ended ~~June 30,~~March 31, 2016 and 2015 ~~and~~ ~~2014~~ (in thousands).

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	For the six months ended June 30,						For the three months ended March 31,
	2015			2014			2016			2015
Cash from operating activities	$	36,989		$	33,365		$	12,395		$	19,120
Cash from investing activities	(4,928		)	(31,947		)	110			(2,476		)
Cash from financing activities	(26,444		)	(18,777		)	(14,796		)	(16,039		)

We have financed our operations primarily through cash provided by operating activities and borrowings under our revolving credit facility. At ~~June 30, 2015~~,March 31, 2016, we had cash ~~and cash equivalents~~ of ~~$32.7~~$32.5 million compared to ~~$26.8~~$34.1 million at December 31, ~~2014~~.2015. Cash ~~and cash equivalents~~ held in non-United States jurisdictions totaled approximately ~~$23.6~~$26.3 million at ~~June 30, 2015~~.March 31, 2016. This cash is indefinitely reinvested in those jurisdictions. Cash balances and cash generation in the United States, along with the unused portion of our revolving credit facility, is sufficient to maintain liquidity and meet our obligations without being dependent on our foreign cash and earnings.

Liquidity

Our principal internal ~~sources~~source of liquidity ~~are~~is cash, ~~and cash equivalents,~~ as well as the cash flow that we generate from our operations. In addition, externally, we had ~~$142.0~~$149.0 million in borrowing capacity under our Credit Agreement at ~~June 30, 2015~~.March 31, 2016. We believe that our existing cash, ~~cash equivalents,~~ cash generated from operations and available borrowings under our Credit Agreement will be sufficient to satisfy our currently anticipated cash requirements through at least the next 12 months and the foreseeable future thereafter. However, it is possible that one or more lenders under ~~the revolving portion of~~ the Credit Agreement may refuse or be unable to satisfy their commitment to lend to us or we may need to refinance our debt and be unable to do so. In addition, our liquidity could be negatively affected by a decrease in demand for our products and services. We may also make acquisitions and may need to raise additional capital through future debt financings or equity offerings to the extent necessary to fund such acquisitions, which we may not be able to do on a timely basis or on terms satisfactory to us or at all.

Operating Activities

Net cash from operating activities primarily consists of net income adjusted for certain non-cash items, including depreciation, amortization, changes in deferred tax assets and liabilities, stock based compensation, and the effect of changes in working capital. Net cash provided by operating activities was ~~$37.0~~$12.4 million and ~~$33.4~~$19.1 million for the ~~six~~three month periods ended ~~June 30,~~March 31, 2016 and 2015, ~~and 2014,~~ respectively. The cash provided by operating activities during the ~~2015~~2016 period ~~increased~~decreased primarily due to ~~cash generated from accounts receivable and lower payments for income taxes. Cash inflow from operations is dependent on~~ the ~~amount and~~ timing of ~~billings~~tax payments and ~~cash collection from our customers.~~a decrease in operating income.

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Investing Activities

During the ~~six~~three month period ended ~~June 30, 2015,~~March 31, 2016, net cash ~~used~~provided by investing activities was ~~$4.9~~$0.1 million compared to cash used of ~~$31.9~~$2.5 million in the ~~six~~three month period ended ~~June 30, 2014.~~March 31, 2015. Cash provided by investing activities during the three month period ended March 31, 2016 consisted of cash received on sale of Slashdot Media of $2.4 million, offset by cash paid for purchase of fixed assets of $2.3 million. Cash used by investing activities infor the ~~six~~three month period ended ~~June 30,~~March 31, 2015 ~~was attributable to~~consisted of cash paid for the ~~$4.9 million used to~~ purchase of fixed ~~assets. Cash used by investing activities in the six month period ended June 30, 2014 was primarily attributable to $27.0 million used to purchase the business~~assets of ~~OilCareers.~~$2.5 million.

Financing Activities

Cash used for financing activities during the ~~six~~three month periods ended ~~June 30,~~March 31, 2016 and 2015 ~~and 2014~~ was ~~$26.4~~$14.8 million and ~~$18.8~~$16.0 million, respectively. The cash used during the current period was primarily due to ~~$21.4~~$13.7 million of payments to repurchase the Company’s common ~~stock, $6.3~~stock. During the three month period ended March 31, 2015, the cash used was primarily due to $5.6 million in net repayments on long-term debt, $8.7 million of payments to repurchase the Company’s common stock, and $3.8 million in payment of acquisition related contingencies related to The IT Job Board acquisition. During the six month period ended June 30, 2014, the cash used was primarily due to $18.5 million of payments to repurchase the Company’s common stock and $2.3 million in net repayments of long-term debt.

Credit Agreement

In ~~October 2013,~~November 2015, we entered into ~~a new~~an Amended and Restated Credit Agreement, which provides for a ~~$50.0 million term loan facility and a~~ revolving loan facility of ~~$200.0~~$250.0 million, ~~with both facilities~~ maturing in ~~October 2018.~~November 2020. The Company borrowed ~~$65.0~~$105.0 million under the new Credit Agreement to repay in full all outstanding indebtedness under the previously existing credit facility dated ~~June 2012,~~October 2013, terminating that ~~facility. A portion of the proceeds was also used to pay certain costs associated with the Credit Agreement and for working capital purposes.~~agreement.

~~Quarterly payments of principal are required on the term loan~~ The facility ~~commencing in the first quarter of 2014. The facilities~~ may be prepaid at any time without ~~penalty and payments on the term loan facility result in a permanent reduction.~~penalty.

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restrictions on incurring certain liens; making certain payments, such as stock repurchases and dividend payments; making certain investments; making certain acquisitions; 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 to 1.0, plus an additional $5.0 million of restricted payments. 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 ~~June 30, 2015,~~March 31, 2016, the Company was in compliance with all of the financial covenants under the Credit Agreement. Refer to Note 76 in the Notes to the Condensed Consolidated Financial Statements.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Commitments and Contingencies

The following table presents certain minimum payments due and the estimated timing under contractual obligations with minimum firm commitments as of ~~June 30, 2015~~:March 31, 2016:


	Payments due by period										Payments due by period
	Total		Less Than 1 Year		2-3 Years		4-5 Years		More Than 5 Years		Total		Less Than 1 Year		2-3 Years		4-5 Years		More Than 5 Years
	(in thousands)										(in thousands)
Credit Agreement	$	104,250	$	1,250	$	10,000	$	93,000	$	—	$	101,000	$	—	$	—	$	101,000	$	—
Operating lease obligations	26,319		2,110		7,171		6,749		10,289		24,696		3,222		7,626		6,663		7,185
Total contractual obligations	$	130,569	$	3,360	$	17,171	$	99,749	$	10,289	$	125,696	$	3,222	$	7,626	$	107,663	$	7,185

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

Our principal commitments consist of obligations under operating leases for office space and equipment and long-term debt. As of ~~June 30, 2015~~,March 31, 2016, we had ~~$104.3~~$101.0 million outstanding under our Credit Agreement. Interest payments are due quarterly or at varying, specified periods (to a maximum of three months) based on the type of loan (LIBOR or base rate loan) we choose. See Note 76 “Indebtedness” in our condensed consolidated financial statements for additional information related to our Credit Agreement.

Future interest payments on our Credit Agreement are variable due to our interest rate being based on a LIBOR rate or a base rate. Assuming an interest rate of ~~2.19%~~2.44% (the rate in effect on ~~June 30, 2015)~~March 31, 2016) on our current borrowings, interest payments are expected to be ~~$1.4~~$2.2 million for ~~July~~April through December ~~2015, $5.4 million for 2016-2017 and $1.9~~2016, $6.0 million in ~~2018.~~

~~In February 2015, a final deferred purchase price payment of approximately $3.8~~2017-2018, and $5.7 million ~~related to The IT Job Board acquisition was made to the seller.~~in 2019-2020.

As of ~~June 30, 2015,~~March 31, 2016, we ~~have~~recorded approximately ~~$3.6~~$3.5 million of unrecognized tax benefits as liabilities, and we are uncertain if or when such amounts may be settled. Related to the unrecognized tax benefits considered permanent differences, we have also recorded a liability for potential penalties and interest. Included in the balance of unrecognized tax benefits at ~~June 30, 2015~~March 31, 2016 are ~~$3.6~~$3.5 million of tax benefits that if recognized, would affect the effective tax rate. The Company believes it is reasonably possible that as much as ~~$779,000~~$1.0 million of its unrecognized tax benefits may be recognized in the next twelve months as a result of a lapse of the statute of limitations.

Cyclicality

The labor market and certain of the industries that we serve have historically experienced short-term cyclicality. However, we believe that the economic and strategic value provided by online career websites has led to an overall increase in the use of these services during the most recent labor market cycle. That increased usage has somewhat lessened the impact of cyclicality on our businesses as compared to traditional offline competitors.

Any slowdown in recruitment activity that occurs will negatively impact our revenues and results of operations. Alternatively, a decrease in the unemployment rate or a labor shortage, including as a result of an increase in job turnover,

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

The significant increase in the unemployment rate and general reduction in recruitment activity experienced in 2008 through 2009 is an example of how economic conditions can negatively impact our revenues and results of operations. During 2010 and the first half of 2011, we saw a significant improvement in recruitment activity, resulting in revenue and customer growth. From the second half of 2011 into 2014, we saw tougher market conditions in our finance segment and a less urgent recruiting environment for technology professionals. Declines in oil prices in 2014 and 2015 and continued low prices in 2016 have decreased demand for energy professionals worldwide. This decline in demand and any future declines in demand for energy professionals could significantly decrease the use of our energy industry job posting websites and related services. If recruitment activity continues to be slow in the industries in which we operate during ~~2015~~2016 and beyond, our revenues and results of operations will be negatively impacted.

In our media businesses, advertisers can generally terminate their contracts with us at any time. Our advertisers’ spending patterns tend to be cyclical, reflecting overall macroeconomic conditions, seasonality and company-specific budgeting and buying patterns. Our advertisers are also concentrated in the technology sector and the economic conditions in this sector also impact their spending decisions. Because we derive a large part of our Media revenue from these advertisers, decreases in or delays of advertising spending could reduce our revenue or negatively impact our results from operations.

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Item 3.	Quantitative and Qualitative Disclosures about Market Risk

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

Foreign Exchange Risk

We conduct business serving multiple markets, in four languages, mainly across Europe, Asia, Australia, and North America using the eFinancialCareers name. Rigzone, ~~OilCareers, Slashdot Media,~~ Dice Europe and Hcareers also conduct business outside the United States. For the ~~six~~three month periods ended ~~June 30,~~March 31, 2016 and 2015, approximately 27% and ~~2014, approximately 22% and 28%~~29% of our revenues, respectively, were earned outside the United States and collected in local currency. We are subject to risk for exchange rate fluctuations between such local currencies and the pound sterling and between local currencies and the United States dollar and the subsequent translation of the pound sterling to United States dollars. We currently do not hedge currency risk. A decrease in foreign exchange rates during a period would result in decreased amounts reported in our Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Comprehensive Income, and of Cash Flows. For example, if foreign exchange rates between the pound sterling and United States dollar decreased by 1.0%, the impact on our revenues during ~~2015~~2016 would have been a decrease of approximately ~~$236,000.~~$76,000.

The financial statements of our non-United States subsidiaries are translated into United States dollars using current exchange rates, with gains or losses included in the cumulative translation adjustment account, which is a component of stockholders’ equity. As of ~~June 30, 2015~~March 31, 2016 and December 31, ~~2014~~,2015, our translation adjustment, net of tax, decreased stockholders’ equity by ~~$14.1~~$21.9 million and ~~$13.9~~$20.5 million,, respectively. The change from December 31, ~~2014~~2015 to ~~June 30, 2015~~March 31, 2016 is primarily attributable to the position of the United States dollar against the pound sterling.

Interest Rate Risk

We have interest rate risk primarily related to borrowings under our Credit Agreement. Borrowings under our Credit Agreement bear interest, at our option, at a LIBOR rate or base rate plus a margin. The margin ranges from 1.75% to 2.50% on the LIBOR loans and 0.75% to 1.50% on the base rate, as determined by our most recent consolidated leverage ratio. As of ~~June 30, 2015~~,March 31, 2016, we had outstanding borrowings of ~~$104.3~~$101.0 million under our Credit Agreement. If interest rates increased by 1.0%, interest expense in the remainder of ~~2015~~2016 on our current borrowings would increase by approximately ~~$521,000.~~$760,000.


Item 4.	Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established a system of controls and procedures designed to ensure that information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified by the Exchange Act and in the rules and forms of the Securities and Exchange Commission (the “SEC”). These disclosure controls and procedures have been evaluated under the direction of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) for the period covered by this report. Based on such evaluations, our CEO and CFO have concluded that the disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and

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reported within the time periods specified by the SEC, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) occurred during the quarter ended ~~June 30, 2015~~March 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II


Item 1.	Legal Proceedings

From time to time we may be involved in disputes or litigation relating to claims arising out of our operations. We are currently not a party to any material pending legal proceedings.


Item 1A.	Risk Factors

We have disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K the risk factors which materially affect our business, financial condition or results of operations. As of ~~June 30, 2015~~April 27, 2016 there have been no material changes from the risk factors previously disclosed. You should carefully consider the risk factors set forth in the Annual Report on Form 10-K and the other information set forth elsewhere in this Quarterly Report on Form 10-Q. You should be aware that these risk factors and other information may not describe every risk facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.


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

Repurchases of Equity Securities

Our ~~Board~~board of ~~Directors~~directors approved a stock repurchase program that ~~permits~~permitted the Company to repurchase our common stock. Management has discretion in determining the conditions under which shares may be purchased from time to time. The following table summarizes the ~~Stock Repurchase Plans~~stock repurchase plans approved by the ~~Board~~board of ~~Directors that were in effect in 2014 and 2015:~~directors:



	~~Stock Repurchase Plan~~
	IVV	VVI
Approval Date	December ~~2013~~2014	December ~~2014~~2015
Authorized Repurchase Amount of Common Stock	$50 million	$50 million
Effective Dates	December ~~2013 to December 2014~~	~~December~~ 2014 to December 2015	December 2015 to December 2016

The Company is currently under Stock Repurchase Plan V, which will be in effect for up to one year. Under each plan, management has discretion in determining the conditions under which shares may be purchased from time to time.

During the three ~~month period~~months ended ~~June 30, 2015,~~March 31, 2016, purchases of our common stock pursuant to the Stock Repurchase ~~Plan V~~Plans were as follows:

Period (a) Total Number of Shares Purchased (1) (b) Average Price Paid per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 1 through April 30, 2015 450,000
$ 8.83 450,000
$ 36,867,097

May 1 through May 31, 2015 745,000
8.18 745,000
30,774,600

June 1 through June 30, 2015 245,000
8.79 245,000
28,621,374

Total 1,440,000
$ 8.48 1,440,000



Period	(a) Total Number of Shares Purchased [1]	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 through January 31, 2016	579,100	$	8.44	579,100	$	42,451,000
February 1 through February 29, 2016	826,353	8.42		826,353	36,026,000
March 1 through March 31, 2016	183,558	8.41		183,558	34,578,000
Total	1,589,011	$	8.21	1,589,011

~~(1)~~[1] No shares of our common stock were purchased other than through a publicly announced plan or program.

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Item 5.	Other Information

The following disclosure would otherwise be filed on Form 8-K under Item 5.07:

On April 22, 2016, the Company held its 2016 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders re-elected four Class III directors as described below.

The matters voted upon at the Annual Meeting were: (1) the re-election of four Class III directors; (2) the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016; and (3) the approval, on an advisory basis, of the compensation of the Company’s named executive officers.

The four nominees for election to the board of directors (John W. Barter, Burton M. Goldfield, Scot W. Melland and Brian Schipper) were each elected to serve for a three-year term (with the term expiring at the Company’s 2019 annual meeting of stockholders). The results of the voting were as follows:



Nominees	For	Against	Abstain	Broker Non-Votes
John W. Barter	41,143,116	1,144,264	184,890	3,060,781
Burton M. Goldfield	41,256,599	1,030,781	184,890	3,060,781
Scot W. Melland	40,412,696	1,880,840	178,734	3,060,781
Brian Schipper	41,273,526	1,031,260	167,484	3,060,781

The proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016 was approved. The results of the voting were as follows:

A majority of stockholders voting at the Annual Meeting approved, on an advisory basis, the compensation of the Company’s named executive officers. The results of the voting were as follows:

Item 6. Exhibits



3.131.1		~~Amended and Restated Certificate of Incorporation of DHI Group, Inc., as amended.~~
31.1*		Certifications of Michael Durney, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certifications of John Roberts, 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 John Roberts, 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.

________________



*	Filed herewith.

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SIGNATURES

Pursuant to the requirements ~~of Section 13 or 15(d)~~ of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly authorized.



		DHI GROUP, INC.
Date:	~~July 28, 2015~~April 27, 2016	Registrant

			/S/ ~~MICHAEL~~Michael P. ~~DURNEY~~Durney
			Michael P. Durney President and Chief Executive Officer
			(Principal Executive Officer)
			/S/ ~~JOHN~~John J. ~~ROBERTS~~Roberts
			John J. Roberts Chief Financial Officer
			(Principal Financial Officer)

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Table of Contents

EXHIBIT INDEX



3.1*		~~Amended and Restated Certificate of Incorporation of DHI Group, Inc., as amended.~~
31.1*		Certifications of Michael Durney, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certifications of John Roberts, 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 John Roberts, 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.

____________________



*		Filed herewith

3831




ASSETS
Accounts receivable, net of allowance for doubtful accounts of $907	$	3,852
Other assets—current	120
Fixed assets, net	425
Other assets—non-current	19
Total assets	$	4,416

LIABILITIES
Accounts payable and accrued expenses	$	988
Deferred revenue	1,716
Total liabilities	$	2,704



	OilCareers Acquisition
Assets:
Accounts receivable	$	1,082
Acquired intangible assets	14,508
Goodwill	15,078
Fixed assets	98
Other assets	196
Assets acquired	30,962

Liabilities:
Accounts payable and accrued expenses	$	567
Deferred revenue	1,081
Deferred income taxes	2,916
Liabilities assumed	4,564

Net Assets Acquired	$	26,398



	December 31, 2014
	Fair Value Measurements Using						Total
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Contingent consideration to be paid in cash for the acquisitions	$	—	$	—	$	3,883	$	3,883



	As of June 30, 2015
	Total Cost		Accumulated Amortization			Foreign Currency Translation Adjustment			Acquired Intangible Assets, Net		Weighted- Average Amortization Period
Technology	$	10,308	$	(8,234	)	$	(307	)	$	1,767	3.8 years
Trademarks and brand names—Dice	39,000		—			—			39,000		Indefinite
Trademarks and brand names—Other	23,419		(12,215		)	(1,541		)	9,663		6.1 years
Customer lists	63,373		(41,952		)	(3,498		)	17,923		5.2 years
Candidate and content database	24,888		(19,884		)	(282		)	4,722		2.8 years
Acquired intangible assets, net	$	160,988	$	(82,285	)	$	(5,628	)	$	73,075



	As of December 31, 2014
	Total Cost		Accumulated Amortization			Foreign Currency Translation Adjustment			Accumulated Impairment			Acquired Intangible Assets, Net		Weighted- Average Amortization Period
Technology	$	25,194	$	(20,481	)	$	(211	)	$	(1,374	)	$	3,128	3.5 years
Trademarks and brand names—Dice	39,000		—			—			—			39,000		Indefinite
Trademarks and brand names—Other	26,889		(12,802		)	(855		)	(1,929		)	11,303		6.1 years
Customer lists	69,116		(43,774		)	(1,817		)	(3,281		)	20,244		5.5 years
Candidate and content database	44,670		(36,371		)	27			(656		)	7,670		2.7 years
Order backlog	2,718		(2,718		)	—			—			—		0.5 years
Acquired intangible assets, net	$	207,587	$	(116,146	)	$	(2,856	)	$	(7,240	)	$	81,345



July 1, 2015 through December 31, 2015	$	6,504
2016	7,733
2017	4,636
2018	4,086
2019	3,782
2020 and thereafter	7,334
Total	$	34,075



	Three Months Ended June 30, 2015				Three Months Ended June 30, 2014
	Shares		Weighted- Average Fair Value at Grant Date		Shares		Weighted- Average Fair Value at Grant Date
Non-vested at beginning of the period	2,324,200		$	8.47	1,840,881		$	8.61
Granted—Restricted Stock	120,100		$	8.93	150,500		$	7.02
Forfeited during the period	(87,812	)	$	8.40	(40,075	)	$	8.55
Vested during the period	(106,888	)	$	7.39	(60,175	)	$	8.83
Non-vested at end of period	2,249,600		$	8.55	1,891,131		$	8.48



	Six Months Ended June 30, 2015				Six Months Ended June 30, 2014
	Shares		Weighted- Average Fair Value at Grant Date		Shares		Weighted- Average Fair Value at Grant Date
Non-vested at beginning of the period	1,786,581		$	8.45	1,560,375		$	9.81
Granted—Restricted Stock	1,188,100		$	8.84	935,500		$	7.17
Forfeited during the period	(145,062	)	$	8.27	(94,200	)	$	9.16
Vested during the period	(580,019	)	$	8.93	(510,544	)	$	10.01
Non-vested at end of period	2,249,600		$	8.55	1,891,131		$	8.48



	Three Months Ended			Six Months Ended
	June 30, 2014			June 30, 2014
The weighted average fair value of options granted	$	2.11		$	2.60
Dividend yield	—		%	—		%
Weighted average risk free interest rate	1.59		%	1.56		%
Weighted average expected volatility	32.70		%	40.55		%
Expected life (in years)	4.6			4.6



Period	(a) Total Number of Shares Purchased (1)	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 1 through April 30, 2015	450,000	$	8.83	450,000	$	36,867,097
May 1 through May 31, 2015	745,000	8.18		745,000	30,774,600
June 1 through June 30, 2015	245,000	8.79		245,000	28,621,374
Total	1,440,000	$	8.48	1,440,000

Broker Non-Votes