What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-08-07 compared with 2024-05-10 · 183 added, 75 removed, 269 unchanged (49% of the section changed)

4 unchanged sentences

You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control.

Forward-looking statements include, without limitation, information concerning our possible or assumed future financial condition, liquidity and results of operations, including expectations (financial or otherwise), our strategy, plans, objectives, expectations (financial or otherwise) and intentions, and growth potential.

These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions.

15 unchanged sentences

significant downturn not immediately reflected in our operating results;

our indebtedness and the potential inability to borrow funds under our Credit Agreement (as defined below);

our indebtedness and the potential inability to borrow funds under

our Credit Agreement (as defined below);

our ability to incur additional debt;

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regulation of the internet;

a review of strategic alternatives may occur from time to

time and the possibility that such review will not result in a transaction;

a review of strategic alternatives may occur from time to time and the possibility that such review will not result in a transaction;

loss of key executives and technical personnel and our ability to attract and retain key executives, including our CEO;

15 unchanged sentences

These measures are not in accordance with, or an alternative for, measures in accordance with generally accepted accounting principles in the United States ("U.S.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" for definitions of these measures as well as reconciliations to the mostly directly comparable GAAP measure.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures" for definitions of these measures as well as reconciliations to the mostly directly comparable GAAP measure.

We are a provider of software products, online tools and services that deliver career marketplaces to candidates and employers in the United States.

10 unchanged sentences

Our fees vary by customer based on the number of individual users of our databases of resumes, the number and type of job postings and profile views purchased and the terms of the packages purchased, which are predominately annual agreements.

Our Company sells recruitment packages, which comprise greater than 90% or our total revenue, that can include access to our databases of resumes and job posting capabilities.

We believe the key metrics that are material to an analysis of our businesses are our total number of Dice and ClearanceJobs recruitment package customers and the revenue, on average, that these customers generate.

Our Company sells recruitment packages, which comprise greater than 90% of our total revenue, that can include access to our databases of resumes and job posting capabilities.

We believe the key metrics that are material to an analysis of our businesses are our total number of Dice and ClearanceJobs recruitment package

customers and the revenue, on average, that these customers generate.

The Company's management uses these metrics to monitor the current and future activity of the businesses.

The tables below detail this customer data.

As of March 31, Increase (Decrease) Percent

As of June 30, Increase (Decrease) Percent

Recruitment Package Customers:

Dice 5,250 6,171 (921) (15)%

ClearanceJobs 2,009 2,069 (60) (3)%

Dice 5,031 6,007 (976) (16)%

Average Annual Revenue per Recruitment Package Customer (1)

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2024 2023 Increase Percent

Dice $ 15,997 $ 15,672 $ 325 2 %

Change 2024 2023 Increase Percent

ClearanceJobs $ 24,275 $ 20,842 $ 3,433 16 % $ 23,662 $ 20,681 $ 2,981 14 %

Dice $ 16,294 $ 15,534 $ 760 5 % $ 16,146 $ 15,602 $ 544 3 %

(1) Calculated by dividing recruitment package customer revenue by the daily average count of recruitment package customers during each month, adjusted to reflect a 30-day month.

The simple average of each month is used to derive the amount for each period and then annualized to reflect 12 months.

Dice had 5,250 recruitment package customers as of March 31, 2024, which was a decrease of 921, or 15%, and average annual revenue per recruitment package customer for Dice increased $325, or 2%, from the prior year quarter.

The decrease in recruitment package customers was due to macroeconomic conditions causing customer counts to decline while the average annual revenue per recruitment package customer increased driven by strong retention rates as our larger recurring customers continue to renew with Dice.

ClearanceJobs had 2,032 recruitment package customers as of March 31, 2024 compared to 2,078 as of March 31, 2023, a decrease of 2%, and average annual revenue per recruitment package customer increased $2,530, or 12%, from the prior year quarter.

ClearanceJobs had 2,009 recruitment package customers as of June 30, 2024 compared to 2,069 as of June 30, 2023, a decrease of 3%, and average annual revenue per recruitment package customer increased $3,433, or 16%, from the prior year quarter.

The increased revenue per recruitment package customer for ClearanceJobs was due to continued high demand for professionals with government security clearance and consistent product releases and enhancements driving activity on the site.

The lower customer count was the result of uncertainty among ClearanceJob's smaller customers related to a possible government shutdown, which could delay payments to government contractors.

The lower customer count was the result of churn among ClearanceJob's smaller customers while larger customers expanded the value of their contracts with ClearanceJobs.

Dice had 5,031 recruitment package customers as of June 30, 2024, which was a decrease of 976, or 16%, and average annual revenue per recruitment package customer for Dice increased $760, or 5%, from the prior year quarter.

Deferred revenue, as shown on the condensed consolidated balance sheets, reflects customer billings made in advance of services being rendered.

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

Backlog at March 31, 2024 increased $6.4 million from December 31, 2023 but decreased $9.7 million from March 31, 2023.

The increase in backlog compared to December 31, 2023 is primarily due to the seasonally higher bookings in the first quarter of each year.

The decrease in backlog compared to March 31, 2023 is due to macroeconomic conditions causing lower demand for the Company's services.

Backlog at June 30, 2024 increased $2.2 million from December 31, 2023 but decreased $7.5 million from June 30, 2023.

The increase in backlog compared to December 31, 2023 is primarily due to seasonally higher bookings in the first quarter of each year, which drives increases to backlog.

The decrease in backlog compared to June 30, 2023 is due to macroeconomic conditions causing lower demand for the Company's services.

Our contracts are subject to delay or default and contracts in the Company's backlog are subject to changes in the scope of services to be provided as well as adjustments to the costs relating to the applicable contracts.

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Marketing expenditures primarily consist of online advertising, brand promotion and lead generation to employers and job seekers.

Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31, 2023

Three Months Ended March 31, Increase (Decrease) Percent

Three Months Ended June 30, 2024 Compared to the Three Months Ended June 30, 2023

Three Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

$ 23,179 $ 26,910 $ (3,731) (14) %

ClearanceJobs $ 13,277 $ 12,266 $ 1,011 8 %

22,556 26,272 (3,716) (14) %

Total revenue $ 35,833 $ 38,538 $ (2,705) (7) %

(1) Includes Dice and Career Events

For the three months ended March 31, 2024, we experienced a decrease in revenue of $2.6 million, or 7%.

Revenue at Dice decreased $3.7 million, or 14%, compared to the same period in 2023 due to macroeconomic conditions continuing to drive lower renewal rates, lower new business activity and lower activity with Dice's non-annual products.

For the three months ended June 30, 2024, we experienced a decrease in revenue of $2.7 million, or 7%.

Revenues for ClearanceJobs increased $1.0 million, or 8%, as compared to the same period in 2023, primarily driven by continued high

demand for professionals with government clearance and consistent product releases and enhancements driving activity on the site.

Cost of Revenue

Three Months Ended March 31, Decrease Percent

Three Months Ended June 30, Increase Percent

(in thousands, except percentages)

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Percentage of revenue 14.5 % 12.9 %

Cost of revenue was flat year over year, driven by a decrease of $0.2 million from a reduction in compensation related costs partially offset by technology costs, including software subscriptions and web hosting.

Cost of revenue expense increased $0.2 million, or 5% from the prior year.

The increase was driven by $0.2 million of lower capitalized labor, which increases operating expenses.

Product Development Expenses

Three Months Ended March 31, Increase Percent

Three Months Ended June 30, Increase Percent

(in thousands, except percentages)

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Product development expenses increased $0.6 million, or 14% from the prior year.

The increase was driven by $0.9 million of lower capitalized labor, which increases operating expenses, partially offset by a $0.7 million reduction in compensation related costs, primarily related to lower headcount and wages.

The increase was driven by $0.6 million of lower capitalized labor, which increases operating expenses.

Sales and Marketing Expenses

Three Months Ended March 31, Decrease Percent

Three Months Ended June 30, Decrease Percent

(in thousands, except percentages)

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Sales and marketing expenses decreased $2.7 million, or 18% from the prior year.

This decrease was driven by a $2.6 million decrease in compensation related costs, primarily related to lower commissions and headcount, a $0.3 million decrease in operational costs, including credit card fees and travel, and a $0.2 million decrease in discretionary marketing expenses.

This decrease was driven by a $1.8 million decrease in compensation related costs, primarily related to lower commissions and headcount, a $0.5 million decrease in discretionary marketing, and a $0.4 million decrease in operational costs, including credit card fees and sales performance incentives.

General and Administrative Expenses

Three Months Ended March 31, Decrease Percent

Three Months Ended June 30, Decrease Percent

(in thousands, except percentages)

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General and administrative expenses decreased $1.2 million, or 14% from the prior year.

The decrease was driven by a $0.7 million decrease in stock-based compensation and a $0.3 million decrease in operational costs, including consulting.

Three Months Ended March 31, Increase Percent

The decrease was driven by a $0.6 million decrease in operational costs, including bad debt expense and consulting, and a $0.5 million decrease in compensation related costs, primarily due to headcount and stock-based compensation.

Three Months Ended June 30, Increase Percent

(in thousands, except percentages)

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The increase was primarily driven by depreciation related to capitalized development costs.

Restructuring

Three Months Ended June 30, Decrease Percent

(in thousands, except percentages)

Restructuring $ — $ 2,115 $ (2,115) (100) %

Percentage of revenue — % 5.5 %

During the three months ended June 30, 2023, the Company recorded restructuring charges of $2.1 million as part of an organizational restructuring intended to streamline its operations, drive business objectives, reduce operating expenses and improve operating margins.

The restructuring included a reduction of the Company’s then-current workforce by approximately 10%.

There were no restructuring charges during the three months ended June 30, 2024.

Operating Income

Three Months Ended March 31, Increase (Decrease) Percent

Three Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

Revenue $ 35,833 $ 38,538 $ (2,705) (7) %

Operating income 1,969 573 1,396 244 %

Operating income 2,003 (29) 2,032 n.m.

Operating margin 5.6 % (0.1) %

Operating income for the three months ended March 31, 2024 was $2.0 million, a positive margin of 5.5%, compared to operating income of $0.6 million, a positive margin of 1.5%, for the same period in 2023, an increase of $1.4 million.

The increase in operating income and percentage margin was driven by lower operational costs, primarily related to sales and marketing, during the quarter.

Operating income for the three months ended June 30, 2024 was $2.0 million, a positive margin of 5.6%, compared to operating income of zero for the same period in 2023, an increase of $2.0 million.

The increase in operating income and percentage margin was driven by lower sales and marketing, general and administrative, and restructuring charges, partially offset by lower revenue in the current year period.

Income from Equity Method Investment

Three Months Ended March 31, Decrease Percent

Three Months Ended June 30, Increase Percent

(in thousands, except percentages)

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Percentage of revenue 0.5 % 0.3 %

During the three months ended March 31, 2024 and 2023, the Company recorded $0.1 million and $0.2 million, respectively, of income related to its proportionate share of eFinancialCareer's net income.

During the three months ended June 30, 2024 and 2023, the Company recorded $0.2 million and $0.1 million, respectively, of income related to its proportionate share of eFinancialCareer's net income.

The Company records its proportionate share of eFinancialCareer's net income three months in arrears.

See note 7 for additional information.

Interest Expense and Other

Three Months Ended June 30, Decrease Percent

(in thousands, except percentages)

Interest expense and other $ 845 $ 879 $ (34) (4) %

Percentage of revenue 2.4 % 2.3 %

Interest expense and other of $0.8 million was approximately flat from the prior year.

Three Months Ended June 30,

(in thousands, except

Income (loss) before income taxes $ 1,326 $ (804)

Income tax expense (benefit) 383 (677)

Effective tax rate 28.9 % 84.2 %

The effective tax rate for the three months ended June 30, 2024, differed from the statutory rate due to tax expense of $0.1 million from the tax impacts of share-based compensation awards.

The tax rate for the three months ended June 30, 2023, differed from the statutory rate due to a tax benefit of $0.4 million from research tax credits.

Earnings per Share

Three Months Ended June 30,

(in thousands, except

per share amounts)

Net Income (loss) $ 943 $ (127)

Weighted-average shares outstanding - basic 44,569 43,460

Weighted-average shares outstanding - diluted 45,037 43,460

Basic earnings (loss) per share $ 0.02 $ —

Diluted earnings (loss) per share $ 0.02 $ —

Diluted earnings (loss) per share was $0.02 and zero for the three months ended June 30, 2024 and 2023, respectively.

The increase was driven by higher operating income, as discussed above.

Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023

Six Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

ClearanceJobs 26,123 23,976 2,147 9 %

$ 45,735 $ 53,182 $ (7,447) (14) %

Total revenue $ 71,858 $ 77,158 $ (5,300) (7) %

(1) Includes Dice and Career Events

We experienced a decrease in revenue of $5.3 million, or 7%.

Revenue at ClearanceJobs increased by $2.1 million, or 9%, as compared to the prior year, primarily driven by continued high demand for professionals with government clearance and consistent product releases and enhancements driving activity on the site.

Revenue at Dice decreased by $7.4 million, or 14%, compared to the prior year due to macroeconomic conditions continuing to drive lower renewal rates, lower new business activity and lower activity with Dice's non-annual products.

Cost of Revenue

Six Months Ended June 30, Increase Percent

(in thousands, except percentages)

Cost of revenue $ 10,077 $ 9,868 $ 209 2 %

Percentage of revenue 14.0 % 12.8 %

Cost of revenue increased $0.2 million, or 2%, driven by an increase of $0.2 million from higher operational costs, primarily software subscriptions.

Product Development Expenses

Six Months Ended June 30, Increase Percent

(in thousands, except percentages)

Product development $ 9,527 $ 8,852 $ 675 8 %

Percentage of revenue 13.3 % 11.5 %

Product development increased $0.7 million, or 8%, driven by lower capitalized labor of $1.5 million, which increases operating expense, from the restructuring in the second quarter of 2023.

The increase was partially offset by a $0.7 million decrease in compensation related costs due to lower headcount.

Sales and Marketing Expenses

Six Months Ended June 30, Decrease Percent

(in thousands, except percentages)

Sales and marketing $ 24,717 $ 30,783 $ (6,066) (20) %

Percentage of revenue 34.4 % 39.9 %

Sales and marketing expenses decreased $6.1 million, or 20% from the prior year.

The decrease was driven by a $4.6 million decrease in compensation related costs, including lower commissions and headcount, a $0.8 million decrease in operational costs, including credit card fees and company events, and a $0.7 million decrease in discretionary marketing expenses.

General and Administrative Expenses

Six Months Ended June 30, Decrease Percent

(in thousands, except percentages)

General and administrative $ 14,523 $ 16,661 $ (2,138) (13) %

Percentage of revenue 20.2 % 21.6 %

General and administrative costs decreased $2.1 million, or 13%, from the prior year.

The decrease was driven by a $1.1 million decrease in operational costs, including lower bad debt expense and consulting costs, and a $1.0 million decrease in compensation related costs, primarily related to stock-based compensation.

Six Months Ended June 30, Increase Percent

(in thousands, except percentages)

Depreciation $ 9,042 $ 8,335 $ 707 8 %

Percentage of revenue 12.6 % 10.8 %

Depreciation expense increased $0.7 million, or 8%, compared to the same period in 2023.

The increase was primarily driven by depreciation related to capitalized development costs.

Restructuring

Six Months Ended June 30, Decrease Percent

(in thousands, except percentages)

Restructuring $ — $ 2,115 $ (2,115) n/a

Percentage of revenue — % 2.7 %

During the six months ended June 30, 2023, the Company recorded restructuring charges of $2.1 million as part of an organizational restructuring intended to streamline its operations, drive business objectives, reduce operating expenses and improve operating margins.

The restructuring included a reduction of the Company’s then-current workforce by approximately 10%.

There were no restructuring charges during the six months ended June 30, 2024.

Operating Income

Six Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

Revenue $ 71,858 $ 77,158 $ (5,300) (7) %

Operating income 3,972 544 3,428 630 %

Operating margin 5.5 % 0.7 %

Operating income for the six months ended June 30, 2024 was $4.0 million, a positive margin of 5.5%, compared to operating income of $0.5 million, a positive margin of 0.7%, for the same period in 2023, an increase of $3.4 million.

The increase in operating income and higher percentage margin was primarily driven by lower sales and marketing, general and administrative, and restructuring charges, partially offset by lower revenue in the current year period.

Income from Equity Method Investment

Six Months Ended June 30, Increase Percent Change

(in thousands, except percentages)

Income from equity method investment $ 302 $ 275 $ 27 10 %

Percentage of revenue 0.4 % 0.4 %

During each of the six month periods ended June 30, 2024 and 2023, the Company recorded $0.3 million of income related to its proportionate share of eFinancialCareer's net income.

The Company records its proportionate share of eFC's net income three months in arrears.

See note 7 for additional information.

Impairment of Investment

Three Months Ended March 31, Increase Percent

Six Months Ended June 30, Increase Percent

(in thousands, except percentages)

Impairment of Investment $ 400 $ — $ 400 n/a

Impairment of investment $ 400 $ — $ 400 — %

Percentage of revenue 0.6 % — %

During the three months ended March 31, 2024, the Company recognized a $0.4 million loss related to the impairment of an investment.

During the six month period ended June 30, 2024, the Company recognized a $0.4 million loss related to the impairment of an investment.

See note 7 for additional information.

Interest Expense and Other

Three Months Ended March 31, Increase Percent

Six Months Ended June 30, Increase Percent

(in thousands, except percentages)

1 unchanged sentence

Percentage of revenue 2.5 % 2.2 %

Interest expense and other of $0.9 million increased $0.1 million, or 19%, from the prior year, primarily due to higher interest rates.

Three Months Ended March 31,

Interest expense and other increased $0.1 million, or 7%, compared to the same period in 2023, due to higher interest rates.

Six Months Ended June 30,

(in thousands, except

2 unchanged sentences

Effective tax rate 127.3 % 138.8 %

The effective tax rate for the three months ended March 31, 2024, differed from the statutory rate due to tax expense of $1.8 million from the tax impacts of share-based compensation awards and $0.2 million from state taxes related to research and development expenditures.

The tax rate for the three months ended March 31, 2023 differed from the statutory rate due to tax benefits of $0.5 million from the tax impacts of share-based compensation awards.

Earnings per Share

Three Months Ended March 31,

Our effective tax rate for the six months ended June 30, 2024, differed from the statutory rate due to tax expense of $1.9 million from the tax impacts of share-based compensation awards and $0.2 million from state taxes related to research and development expenditures.

The tax rate for the six months ended June 30, 2023, differed from the statutory rate due to tax benefits of $0.4 million from the tax impacts of share-based compensation awards and $0.4 million from research tax credits.

Earnings (Loss) per Share

Six Months Ended June 30,

(in thousands, except

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Weighted-average shares outstanding - diluted 44,386 44,682

Basic earnings (loss) per share $ (0.01) $ 0.01

Diluted earnings (loss) per share $ (0.01) $ 0.01

Diluted earnings (loss) per share was $(0.03) and $0.01 for the three months ended March 31, 2024 and 2023, respectively.

The decrease was driven by lower revenue, impairment of investment, and tax expense, as described above, partially offset by lower operational costs.

Diluted earnings (loss) per share was $(0.01) and $0.01 for the six months ended June 30, 2024 and 2023, respectively.

The decrease was driven by the tax impacts of stock-based compensation, as described above.

Liquidity and Capital Resources

A summary of our cash flows for the three months ended March 31, 2024 and 2023 follows (in thousands):

Three Months Ended March 31,

A summary of our cash flows for the six months ended June 30, 2024 and 2023 follows (in thousands):

Six Months Ended June 30,

Cash from operating activities $ 11,150 $ 8,077

Cash used in investing activities $ (7,913) $ (9,221)

Cash from financing activities $ 1,389 $ 7,184

Cash from (used in) financing activities $ (4,488) $ 862

We have financed our operations primarily through cash provided by operating activities and borrowings under our revolving credit facility.

At March 31, 2024, we had cash of $3.2 million compared to $4.2 million at December 31, 2023.

At June 30, 2024, we had cash of $3.0 million compared to $4.2 million at December 31, 2023.

Our principal internal sources of liquidity are cash, as well as the cash flow that we generate from our operations.

In addition, we had $50.5 million in borrowing capacity under our $100.0 million Credit Agreement, as defined below, at March 31, 2024.

In addition, we had $57.0 million in borrowing capacity under our $100.0 million Credit Agreement, as defined below, at June 30, 2024.

Borrowings are subject to certain availability limits including our consolidated leverage ratio, which generally limits borrowings to 2.5 times annual Adjusted EBITDA levels, as defined in the Credit Agreement.

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Net cash flows from operating activities primarily consist of net income adjusted for certain non-cash items, including depreciation, amortization, changes in deferred tax assets and liabilities, stock-based compensation, income from equity method investments, gain or impairments on investments, and the effect of changes in working capital.

Net cash flows from operating activities were $2.1 million and $0.0 million for the three-month periods ended March 31, 2024 and 2023, respectively.

Net cash flows from operating activities were $11.2 million and $8.1 million for the six-month periods ended June 30, 2024 and 2023, respectively.

Cash inflow from operations is driven by earnings and is dependent on the amount and timing of payments to vendors and employees and billings to and cash collections from our customers.

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Investing Activities

Cash used in investing activities during the three-month period ended March 31, 2024 was $4.4 million compared to $4.8 million used in the same period of 2023.

Cash used in investing activities in the three-month period ended March 31, 2024 is comprised of $3.4 million of capitalized development costs, and $0.9 million of costs associated with the Company's office space.

Cash used in investing activities in the three-month period ended March 31, 2023 is comprised of $4.6 million of capitalized development costs.

The $1.2 million reduction in capitalized development costs is due to the restructuring completed in the second quarter of 2023.

Cash used in investing activities during the six-month period ended June 30, 2024 was $7.9 million compared to $9.2 million used in the same period of 2023.

Cash used in investing activities in the six-month period ended June 30, 2024 is primarily comprised of $6.6 million of capitalized development costs and $1.0 million of costs associated with the Company's office space.

Cash used in investing activities in the six month period ended June 30, 2023 is primarily comprised of capitalized development costs.

The reduction to capitalized development costs in the current year period is due to lower headcount from the May 2023 restructuring.

Financing Activities

Cash from financing activities during the three-month period ended March 31, 2024 was $1.4 million and was driven by $3.0 million of net proceeds on long-term debt, partially offset by $1.6 million related to share repurchases.

Cash from financing activities during the three-month period ended March 31, 2023 was $7.2 million and was driven by $16.0 million of net proceeds on long-term debt, partially offset by $8.8 million related to share repurchases.

Cash used in financing activities during the six-month period ended June 30, 2024 was $4.5 million and was driven by $3.0 million of net payments on long-term debt, partially offset by $1.5 million related to share repurchases.

Cash from financing activities during the six-month period ended June 30, 2023 was $0.9 million and was driven by $13.0 million of net proceeds on long-term debt, partially offset by $12.1 million related to share repurchases.

Non-GAAP Financial Measures

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The Company also uses these measures to calculate amounts of performance-based compensation under the senior management incentive bonus program.

Adjusted EBITDA represents net income plus (to the extent deducted in calculating such net income) interest expense, income tax expense, depreciation and amortization, and items such as non-cash stock-based compensation expense, losses resulting from certain dispositions outside the ordinary course of business including prior negative operating results of those divested businesses, certain write-offs in connection with indebtedness, impairment charges with respect to long-lived assets, expenses incurred in connection with an equity offering or any other offering of securities by the Company, extraordinary or non-recurring non-cash expenses or losses, losses from equity method investments, transaction costs in connection with the credit agreement, deferred revenue written off in connection with acquisition purchase accounting adjustments, write-off of non-cash stock-based compensation expense, impairment of investment, severance and retention costs related to dispositions and reorganizations of the Company, restructuring charges and losses related to legal claims and fees that are unusual in nature or infrequent, minus (to the extent included in calculating such net income) non-cash income or gains, including income from equity method investments, interest income, business interruption insurance proceeds, and gains related to legal claims that are unusual in nature or infrequent.

Adjusted EBITDA represents net income plus (to the extent deducted in calculating such net income) interest expense, income tax expense, depreciation and amortization, and items such as non-cash stock-based compensation, certain write-offs in connection with indebtedness, impairment charges with respect to long-lived assets, expenses incurred in connection with an equity offering or any other offering of securities by the Company, extraordinary or non-recurring non-cash expenses or losses, losses from equity method investments, transaction costs in connection with the Credit Agreement, deferred revenue written off in connection with acquisition purchase accounting adjustments, write-off of non-cash stock-based compensation expense, impairment of investment, severance and retention costs related to dispositions and reorganizations of the Company, restructuring charges and losses related to legal claims and fees that are unusual in nature or infrequent, minus (to the extent included in calculating such net income) non-cash income or gains, including income from equity method investments, interest income, business interruption insurance proceeds, and gains related to legal claims that are unusual in nature or infrequent.

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

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

A reconciliation of Adjusted EBITDA for the three months ended March 31, 2024 and 2023 follows (in thousands):

Three Months Ended March 31,

A reconciliation of Adjusted EBITDA for the six months ended June 30, 2024 and 2023 follows (in thousands):

Six Months Ended June 30,

Reconciliation of Net Income (Loss) to Adjusted EBITDA:

7 unchanged sentences

Severance and related costs 223 521

Restructuring — 2,115

Adjusted EBITDA $ 17,541 $ 16,799

9 unchanged sentences

Severance and related costs 223 521

Restructuring — 2,115

Changes in working capital and other 4,212 8,307

Adjusted EBITDA $ 17,541 $ 16,799

A reconciliation of Adjusted EBITDA Margin for the three months ended March 31, 2024 and 2023 follows (in thousands):

Three Months Ended March 31,

A reconciliation of Adjusted EBITDA Margin for the six months ended June 30, 2024 and 2023 follows (in thousands):

Six Months Ended June 30,

Revenue $ 71,858 $ 77,158

8 unchanged sentences

Credit Agreement

We have a $100 million revolving credit facility, which matures June 2027, with $ 41.0 million of borrowings on the facility at March 31, 2024, leaving $ 50.5 million available for future borrowings, subject to the terms of the Credit Agreement, which generally limits borrowings to 2.5 times annual Adjusted EBITDA levels.

In June 2022, the Company, together with Dice Inc.

(a wholly-owned subsidiary of the Company) and its wholly-owned subsidiary, Dice Career Solutions, Inc.,entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”), which matures in June 2027.

Under the Credit Agreement, we have a $100 million revolving credit facility, with an expansion option of $50 million, bringing the total facility to $150 million, with $ 35.0 million of borrowings on the facility at June 30, 2024.

The Company has $ 57.0 million available for future borrowings, subject to the terms of the Credit Agreement, which generally limits borrowings to 2.5 times annual Adjusted EBITDA levels.

Borrowings under the Credit Agreement denominated in U.S.

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The Company incurs a commitment fee ranging from 0.35% to 0.50% on any unused capacity under the revolving loan facility, determined by the Company's most recent consolidated leverage ratio.

Assuming an int eres t rate of 7.78 % (the rate in effect on March 31, 2024) on our current borrowings, interest payments are expected to be $2.4 million from April 1, 2024 to December 31, 2024, $3.2 million in each of 2025 and 2026, and $1.6 million in 2027.

Assuming an int eres t rate of 7.69 % (the rate in effect on June 30, 2024) on our current borrowings, interest payments are expected to be $1.3 million from July 1, 2024 to December 31, 2024, $2.7 million in each of 2025 and 2026, and $1.3 million in 2027.

The Credit Agreement contains various affirmative and negative covenants and also contains certain financial covenants, including a consolidated leverage ratio and a consolidated interest coverage ratio.

As of March 31, 2024, the Company was in compliance with all of the financial covenants under the Credit Agreement.

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

Refer to Note 10 in the notes to the condensed consolidated financial statements and Item 3.

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No leases include options to purchase the leased property.

As of March 31, 2024, the value of our lease right-of-use asset was $4.5 million and the value of our lease liability was $8.2 million.

As of June 30, 2024, the value of our lease right-of-use asset was $7.1 million and the value of our lease liability was $11.2 million.

See note 6 to the condensed consolidated financial statements for further information.

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Other Capital Requirements

As of March 31, 2024, we recorded approximately $1.1 million of unrecognized tax benefits as liabilities, and we are uncertain if or when such amounts may be settled.

As of June 30, 2024, we recorded approximately $1.1 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 March 31, 2024 are $1.1 million of tax benefits that would affect the effective tax rate if recognized.

Included in the balance of unrecognized tax benefits at June 30, 2024, are $1.1 million of tax benefits that would affect the effective tax rate if recognized.

The Company believes it is reasonably possible that as much as $0.2 million of its unrecognized tax benefits may be recognized in the next 12 months.

The Board previously approved a stock repurchase program that permitted the Company to repurchase its common stock.

As of March 31, 2024, the Company had no stock repurchase programs and all previously approved stock repurchase programs had expired in accordance with their terms.

As of June 30, 2024, the Company had no stock repurchase programs and all previously approved stock repurchase programs had expired in accordance with their terms.

Management has discretion in determining the conditions under which shares may be purchased from time to time.

See note 13 of the notes to the condensed consolidated financial statements for further information.

We anticipate capital expenditures for the year ending December 31, 2024 to be approximately $15 million to $17 million.

We anticipate capital expenditures for the fiscal year ending December 31, 2024 to be approximately $14 million to $16 million.

We intend to use operating cash flows to fund capital expenditures.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis