What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-12 compared with 2024-11-12 · 163 added, 228 removed, 247 unchanged (61% of the section changed)

5 unchanged sentences

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, and intentions, and growth potential.

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

These statements 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.

3 unchanged sentences

write-offs of goodwill, tradename and intangible assets;

backlog not accurately representing future revenue;

competition from existing and future competitors;

6 unchanged sentences

failure of our businesses to attract, retain and engage users;

unfavorable decisions in

proceedings related to future tax assessments;

unfavorable decisions in proceedings related to future tax assessments;

taxation risks in various jurisdictions for past or future sales;

22 unchanged sentences

volatility in our stock price;

differences between estimates of financial projections and future results;

failure to maintain internal controls over financial reporting;

results of operations fluctuating on a quarterly and annual basis;

our Section 382 Rights Plan may have an anti-takeover effect;

anti takeover provisions in our governing documents making changes to management difficult;

and disruption resulting from unsolicited offers to purchase the company.

7 unchanged sentences

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

DHI’s brands, Dice and ClearanceJobs, enable recruiters and hiring managers to efficiently search, match and connect with highly skilled technologists in specialized fields, particularly technology and active government security clearance.

DHI’s brands, ClearanceJobs and Dice, enable recruiters and hiring managers to efficiently search, match and connect with highly skilled technologists in specialized fields, particularly technology and active government security clearance.

Professionals find ideal employment opportunities, relevant job advice and personalized data that help manage their technologist lives.

3 unchanged sentences

We have been in the recruiting and career development business for over 30 years.

Based on our operating structure, we have identified one reportable segment, Tech-focused, which includes the Dice and ClearanceJobs businesses and corporate related costs.

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

Based on our prior operating structure, we had identified one reportable segment, Tech-focused, which included the ClearanceJobs and Dice businesses and corporate related costs.

In connection with the organizational restructuring in the first quarter of 2025, the Company changed its reportable segments to ClearanceJobs and Dice, which reflects the current operating structure.

The Company incurs certain costs that are not directly attributable to the segments and are included in Corporate.

Accordingly, prior periods have been recast to reflect the current segment presentation.

We have organized our reportable segments based upon our internal management reporting.

Our Revenue and Expenses

1 unchanged sentence

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% 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.

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 ClearanceJobs and Dice recruitment package customers and the revenue, on average, that these customers generate.

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

The tables below detail this customer data.

As of September 30, Increase (Decrease) Percent

As of March 31, Increase (Decrease) Percent

Recruitment Package Customers:

2 unchanged sentences

Average Annual Revenue per Recruitment Package Customer (1)

Three months ended September 30, Nine months ended September 30,

Three months ended March 31,

2025 2024 Increase (Decrease) Percent

Change 2024 2023 Increase (Decrease) Percent

ClearanceJobs $ 25,806 $ 23,050 $ 2,756 12 %

2 unchanged sentences

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

ClearanceJobs had 1,982 recruitment package customers as of September 30, 2024 compared to 2,054 as of September 30, 2023, a decrease of 4%, and average annual revenue per recruitment package customer increased $3,340, 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 churn among ClearanceJob's smaller customers while larger customers expanded the value of their contracts with ClearanceJobs.

Dice had 4,868 recruitment package customers as of September 30, 2024, which was a decrease of 884, or 15%, and average annual revenue per recruitment package customer for Dice increased $799, or 5%, from the prior year quarter.

ClearanceJobs had 1,891 recruitment package customers as of March 31, 2025 compared to 2,032 as of March 31, 2024, a decrease of 7%, and average annual revenue per recruitment package customer increased $2,756, or 12%, from the prior year quarter.

The lower customer count was due to lower renewals for ClearanceJobs' smaller customers as uncertainty continued around the timing and amount of federal defense contracting.

Dice had 4,490 recruitment package customers as of March 31, 2025, which was a decrease of 760, or 14%, and average annual revenue per recruitment package customer for Dice increased $387, 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.

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

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

Backlog consists of deferred revenue plus customer contractual commitments not invoiced

representing the value of future services to be rendered under committed contracts.

We believe backlog to be an important measure of our business as it represents our ability to generate future revenue.

6 unchanged sentences

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

Backlog at September 30, 2024 decreased $4.6 million from December 31, 2023 and decreased $4.9 million from September 30, 2023.

The decrease in backlog compared to December 31, 2023 and September 30, 2023 is due to macroeconomic conditions causing lower demand for the Company's services.

Backlog at March 31, 2025 increased $3.0 million from December 31, 2024 and decreased $3.0 million from March 31, 2024.

The increase in backlog compared to December 31, 2024 is due to seasonally higher bookings in the first quarter of each year, partially offset by lower bookings in the current period.

The decrease in backlog compared to March 31, 2024 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.

Backlog may also be affected by, among other things, external market and economic factors beyond our control.

Accordingly, there is no assurance that the

entirety of our backlog will be realized.

Accordingly, there is no assurance that the entirety of our backlog will be realized.

The timing of new contracts and the mix of services can significantly affect backlog.

8 unchanged sentences

Product Releases

Dice Discover Companies, TopResume Integration, Dice Privacy & Trust Center Dice Premium Enhanced Company Profile, Dice Remote and Company Preferences, Dice Invite To Apply, Dice Matchscore on Jobs, Dice Connections

ClearanceJobs Live ClearanceJobs Comments, ClearanceJobs Expressed Interest, ClearanceJobs Enhanced Employer Profile, ClearanceJobs Mobile App

Expanded Multi-Factor Authentication, ClearanceJobs Live Enhancements ClearanceJobs Live, ClearanceJobs Pulse Newsfeed

Dice Technologist Dashboard, Easy Post for SmartRecruiters ATS Dice Recruiter App, Easy Post Integration, Discover Companies, TopResume Integration, Dice Privacy & Trust Center

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.

7 unchanged sentences

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

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

Three Months Ended September 30, Increase (Decrease) Percent

Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024

Three Months Ended March 31, Increase (Decrease) Percent

(in thousands, except percentages)

2 unchanged sentences

Total revenue $ 32,301 $ 36,025 $ (3,724) (10) %

(1) Includes Dice and Career Events

For the three months ended September 30, 2024, we experienced a decrease in revenue of $2.2 million, or 6%.

(1) We had previously disclosed that career events were recorded within Dice.

Career events have been reclassified between ClearanceJobs and Dice based on the nature of the event for the periods ended March 31, 2025 and 2024.

For the three months ended March 31, 2025, we experienced a decrease in revenue of $3.7 million, or 10%.

Revenues for ClearanceJobs increased $0.4 million, or 3%, as compared to the same period in 2024, primarily driven by continued high demand for professionals with government clearance and consistent product releases and enhancements driving activity on the site.

1 unchanged sentence

Cost of Revenue

Three Months Ended September 30, Increase Percent

Three Months Ended March 31, Increase (Decrease) Percent

(in thousands, except percentages)

Cost of revenue

ClearanceJobs $ 1,783 $ 1,487 $ 296 20 %

Dice 3,517 3,390 127 4 %

Other corporate expenses 66 — 66 n.m.

Total cost of revenue $ 5,366 $ 4,877 $ 489 10 %

Percentage of revenue 16.6 % 13.5 %

Cost of revenue expense increased $0.5 million, or 10% from the prior year.

The increase was driven by $0.2 million in operational costs, including professional fees, and $0.1 million of lower capitalized labor, which increases operating expenses.

The increase is partially offset by a decrease of $0.2 million in compensation related costs, primarily related to lower headcount.

The ClearanceJobs segment increased $0.3 million which was driven by $0.2 million in operational costs, including professional fees, and $0.1 million of higher compensation related costs.

The Dice segment increased $0.1 million primarily due to an increase of $0.2 million in operational costs, including professional fees, and $0.2 million of lower capitalized labor which increases expense.

The Dice segment increase was partially offset by a decrease of $0.3 million in compensation related costs, primarily due to lower headcount.

Product Development Expenses

Three Months Ended September 30, Increase Percent

Three Months Ended March 31, Increase (Decrease) Percent

(in thousands, except percentages)

Product development

ClearanceJobs $ 1,352 $ 1,089 $ 263 24 %

Dice 2,276 3,709 (1,433) (39) %

Other corporate expenses 214 — 214 n.m.

Total product development $ 3,842 $ 4,798 $ (956) (20) %

Percentage of revenue 11.9 % 13.3 %

Product development expenses increased $0.3 million, or 8% from the prior year.

The increase was driven by $0.4 million of lower capitalized labor, which increases operating expenses.

Product development expenses decreased $1.0 million, or 20% from the prior year.

The ClearanceJobs segment increased $0.3 million which driven by $0.1 million of lower capitalized labor, which increases operating expenses, and $0.1 million increase in operational costs, including professional fees.

The Dice segment decreased $1.4 million primarily due to $2.2 million of lower compensation related costs, primarily due to lower headcount.

The Dice segment decrease was partially offset by $0.9 million of lower capitalized labor which increases expense.

Other corporate expenses increased $0.2 million primarily due to higher compensation related costs.

Sales and Marketing Expenses

Three Months Ended September 30, Decrease Percent

Three Months Ended March 31, Increase (Decrease) Percent

(in thousands, except percentages)

Sales and marketing

ClearanceJobs $ 3,647 $ 3,910 $ (263) (7) %

Dice 7,394 8,788 (1,394) (16) %

Other corporate expenses 82 — 82 n.m.

Total sales and marketing $ 11,123 $ 12,698 $ (1,575) (12) %

Percentage of revenue 34.4 % 35.2 %

Sales and marketing expenses decreased $1.6 million, or 12% from the prior year.

This decrease was driven by a $1.6 million decrease in compensation related costs, primarily related to lower commissions and headcount, a $0.6 million decrease in operational costs, including consulting, credit card fees and sales performance incentives, and a $0.3 million decrease in discretionary marketing.

The ClearanceJobs segment decreased by $0.3 million primarily due to lower compensation related costs.

The Dice segment decreased by $1.4 million, of which $0.8 million was due to lower compensation related costs, primarily related to lower headcount, operational costs decreased $0.3 million, including sales performance incentives and consulting, and discretionary marketing spend decreased $0.3 million.

Other corporate expenses increased $0.1 million from the prior year, primarily due to higher compensation related costs.

General and Administrative Expenses

Three Months Ended September 30, Increase Percent

Three Months Ended March 31, Increase (Decrease) Percent

(in thousands, except percentages)

General and administrative

ClearanceJobs $ 1,381 $ 1,458 $ (77) (5) %

Dice 2,988 2,877 111 4 %

Other corporate expenses 2,828 2,892 (64) n.m.

Total General and administrative $ 7,197 $ 7,227 $ (30) — %

Percentage of revenue 22.3 % 20.1 %

General and administrative expenses increased $0.4 million, or 5% from the prior year.

The increase was driven by a $0.5 million increase in operational costs, including professional fees and bad debt expense.

The increase was partially offset by a $0.1 million decrease in software subscriptions.

Three Months Ended September 30, Increase Percent

General and administrative expenses were flat compared to the prior year.

The ClearanceJobs segment decreased $0.1 million due to a decrease in compensation related costs, primarily stock-based compensation.

The Dice segment increased of $0.1 million driven by a $0.3 million increase in operational costs, including professional fees and bad debt expense.

The increase was partially offset by a $0.2 million decrease in compensation related costs, primarily stock-based compensation.

Other corporate expenses decreased $0.1 million from the prior year and included a $0.7 million decrease in compensation related costs, primarily stock-based compensation, offset by a $0.6 million increase in operational costs, including professional fees.

Three Months Ended March 31, Increase (Decrease) Percent

(in thousands, except percentages)

Depreciation $ 4,542 $ 4,241 $ 301 7 %

ClearanceJobs $ 695 $ 652 $ 43 7 %

Dice 3,289 3,804 (515) (14) %

Other corporate expenses — — — n.m.

Total Depreciation $ 3,984 $ 4,456 $ (472) (11) %

Percentage of revenue 12.3 % 12.4 %

Depreciation expense increased $0.3 million, or 7%, compared to the same period in 2023.

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

Depreciation expense decreased $0.5 million, or 11%, compared to the same period in 2024.

The ClearanceJobs segment increased less than $0.1 million, and the Dice segment decreased $0.5 million.

The decrease in the Dice segment was due to lower fixed asset purchases, which are primarily comprised of capitalized development costs, leading to lower depreciation.

Restructuring

Three Months Ended September 30, Increase Percent

Three Months Ended March 31, Increase (Decrease) Percent

(in thousands, except percentages)

Restructuring

Percentage of revenue 3.1 % 0.8 %

During the three months ended September 30, 2024, the Company recorded a restructuring charge of $1.1 million, which included a reduction of the Company’s then-current workforce by approximately 7% (the "2024 restructuring").

During the second quarter of 2023, the Company announced an organizational restructuring that included a reduction of the Company's then-current workforce by approximately 10% (the "2023 restructuring").

In connection with the 2023 restructuring, the Company recorded a restructuring charge of $0.3 million during the three months ended September 30, 2023.

The 2023 restructuring and the 2024 restructuring were intended to streamline the Company's operations, drive business objectives, reduce operating expenses and improve operating margins.

Operating Income

Three Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

Revenue $ 35,283 $ 37,433 $ (2,150) (6) %

Operating income 627 2,241 (1,614) (72) %

Operating margin 1.8 % 6.0 %

Operating income for the three months ended September 30, 2024 was $0.6 million, a positive margin of 1.8%, compared to operating income of $2.2 million, a positive margin of 6.0%, for the same period in 2023, a decrease of $1.6 million.

The decrease in operating income and percentage margin was driven by lower revenues and the restructuring charge, partially offset by lower sales and marketing expenses.

Income from Equity Method Investment

Three Months Ended September 30, Decrease Percent

(in thousands, except percentages)

Income from equity method investment $ 23 $ 153 $ (130) (85) %

ClearanceJobs $ — $ — $ — n.m.

Dice — — — n.m.

Other corporate expenses 2,270 — 2,270 n.m.

Total Restructuring $ 2,270 $ — $ 2,270 n/a

Percentage of revenue 7.0 % — %

During the three months ended September 30, 2024 and 2023, the Company recorded $0.0 million and $0.2 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 to the condensed consolidated financial statements included elsewhere in this report for additional information.

Gain on Sale of Investment

Three Months Ended September 30, Decrease Percent

During the three months ended March 31, 2025, the Company recorded a restructuring charge of $2.3 million, which included a reduction of the Company’s then-current workforce by approximately 8%.

Impairment of Goodwill

Three Months Ended March 31, Increase (Decrease) Percent

(in thousands, except percentages)

Gain on sale of investment $ — $ 614 $ (614) (100) %

Impairment of goodwill

ClearanceJobs $ — $ — $ — n.m.

Dice 7,400 — 7,400 n.m.

Other corporate expenses — — — n.m.

Total Impairment of goodwill $ 7,400 $ — $ 7,400 n/a

Percentage of revenue 22.9 % — %

During the three months ended September 30, 2023, the Company recognized a $0.6 million gain on sale of a portion of its investment in eFinancialCareers.

During the three months ended March 31, 2025, the Company recorded a $7.4 million loss related to the impairment of goodwill in the Dice segment.

See note 9 to the condensed consolidated financial statements included elsewhere in this report for additional information.

Impairment of Investment

Three Months Ended September 30, Decrease Percent

(in thousands, except percentages)

Impairment of Investment $ — $ 300 $ (300) (100) %

Percentage of revenue — % (0.8) %

During the three months ended September 30, 2023, the Company recognized a $0.3 million loss related to the impairment of an investment.

See note 7 to the consolidated financial statements included elsewhere in this report for additional information.

Interest Expense and Other

Three Months Ended September 30, Decrease Percent

(in thousands, except percentages)

Interest expense and other $ 755 $ 939 $ (184) (20) %

Percentage of revenue 2.1 % 2.5 %

Interest expense and other decreased $0.2 million, or 20%, from the prior year, due to lower debt outstanding and lower interest rates on our revolving credit facility during the current period.

Three Months Ended September 30,

(in thousands, except

Income (loss) before income taxes $ (105) $ 1,769

Income tax expense 95 759

Effective tax rate (90.5) % 42.9 %

The effective tax rate for the three months ended September 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 September 30, 2023 differed from the statutory rate due to tax expense of $0.1 million from deduction limitations on executive compensation and $0.1 million from a valuation allowance related to the impairment of an investment.

Earnings per Share

Three Months Ended September 30,

(in thousands, except

per share amounts)

Net Income (loss) $ (200) $ 1,010

Weighted-average shares outstanding - basic 44,873 43,405

Weighted-average shares outstanding - diluted 44,873 44,324

Basic earnings (loss) per share $ — $ 0.02

Diluted earnings (loss) per share $ — $ 0.02

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

The decrease was driven by lower operating income, as described above.

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023

Nine Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

ClearanceJobs $ 39,538 $ 36,639 $ 2,899 8 %

67,603 77,952 (10,349) (13) %

Total revenue $ 107,141 $ 114,591 $ (7,450) (7) %

(1) Includes Dice and Career Events

We experienced a decrease in revenue of $7.5 million, or 7%.

Revenue at ClearanceJobs increased by $2.9 million, or 8%, 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 $10.3 million, or 13%, 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

Nine Months Ended September 30, Increase Percent

(in thousands, except percentages)

Cost of revenue $ 15,145 $ 14,839 $ 306 2 %

Percentage of revenue 14.1 % 12.9 %

Cost of revenue increased $0.3 million, or 2%, driven by an increase of $0.7 million from higher operational costs, primarily professional fees and software subscriptions and $0.3 million of lower capitalized labor, which increases operating expenses.

These increases were partially offset by a $0.7 million decrease in compensation related costs due to lower headcount.

Product Development Expenses

Nine Months Ended September 30, Increase Percent

(in thousands, except percentages)

Product development $ 14,303 $ 13,284 $ 1,019 8 %

Percentage of revenue 13.3 % 11.6 %

Product development increased $1.0 million, or 8%, driven by lower capitalized labor of $1.9 million, which increases operating expense.

The increase was partially offset by a $0.8 million decrease in compensation related costs from lower headcount and lower operational costs, primarily consulting fees.

Sales and Marketing Expenses

Nine Months Ended September 30, Decrease Percent

(in thousands, except percentages)

Sales and marketing $ 36,302 $ 44,819 $ (8,517) (19) %

Percentage of revenue 33.9 % 39.1 %

Sales and marketing expenses decreased $8.5 million, or 19% from the prior year period.

The decrease was driven by a $6.2 million decrease in compensation related costs, including lower commissions and headcount, a $1.4 million decrease in operational costs, including consulting fees, credit card fees, and sales performance incentives, and a $0.9 million decrease in discretionary marketing expenses.

General and Administrative Expenses

Nine Months Ended September 30, Decrease Percent

(in thousands, except percentages)

General and administrative $ 22,097 $ 23,871 $ (1,774) (7) %

Percentage of revenue 20.6 % 20.8 %

General and administrative costs decreased $1.8 million, or 7%, from the prior year.

The decrease was driven by a $1.4 million decrease in compensation related costs, primarily related to stock-based compensation, and $0.3 million decrease in operational costs, primarily software subscriptions.

Nine Months Ended September 30, Increase Percent

(in thousands, except percentages)

Depreciation $ 13,584 $ 12,576 $ 1,009 8 %

Percentage of revenue 12.7 % 11.0 %

Depreciation expense increased $1.0 million, or 8%, compared to the same period in 2023.

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

Restructuring

Nine Months Ended September 30, Decrease Percent

(in thousands, except percentages)

Restructuring $ 1,111 $ 2,417 $ (1,305) (54) %

Percentage of revenue 1.0 % 2.1 %

During the nine months ended September 30, 2024 and 2023, the Company recorded restructuring charges of $1.1 million and $2.4 million, respectively, as part of organizational restructurings 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 7% and 10% for the nine months ended September 30, 2024 and 2023, respectively.

Operating Income

Nine Months Ended September 30, Increase (Decrease) Percent

Three Months Ended March 31, Increase (Decrease) Percent

(in thousands, except percentages)

Revenue $ 32,301 $ 36,025 $ (3,724) (10) %

Operating income 4,599 2,785 1,814 65 %

Operating income (loss) (8,881) 1,969 (10,850) (551) %

Operating margin (27.5) % 5.5 %

Operating income for the nine months ended September 30, 2024 was $4.6 million, a positive margin of 4.3%, compared to operating income of $2.8 million, a positive margin of 2.4%, for the same period in 2023, an increase of $1.8 million.

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

Operating loss for the three months ended March 31, 2025 was $8.9 million, a negative margin of 27.5%, compared to operating income of $2.0 million, a positive margin of 5.5%, for the same period in 2024, a decrease of $10.9 million.

The decrease in operating income and percentage margin was driven by lower revenues, the restructuring charge, and goodwill impairment, partially offset by lower product development and sales and marketing expenses.

Income from Equity Method Investment

Nine Months Ended September 30, Decrease Percent Change

Three Months Ended March 31, Increase (Decrease) Percent

(in thousands, except percentages)

1 unchanged sentence

Percentage of revenue 0.2 % 0.4 %

During the nine month periods ended September 30, 2024 and 2023, the Company recorded $0.3 million and $0.4 million, respectively, of income related to its proportionate share of eFinancialCareer's net income.

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

See Note 7 to the condensed consolidated financial statements included elsewhere in this report for additional information.

Gain on Sale of Investments

Nine Months Ended September 30, Decrease Percent

(in thousands, except percentages)

Gain on sale of investments $ — $ 614 $ (614) (100) %

Percentage of revenue — % 1.6 %

During the nine month period ended September 30, 2023, the Company recognized a $0.6 million gain from a partial sale of its 40% common share interest in eFinancialCareers.

During each of the three months ended March 31, 2025 and 2024, the Company recorded $0.1 million 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 to the condensed consolidated financial statements included elsewhere in this report for additional information.

Impairment of Investment

Nine Months Ended September 30, Increase Percent

Three Months Ended March 31, Increase (Decrease) Percent

(in thousands, except percentages)

Impairment of investment $ 400 $ 300 $ 100 33 %

Impairment of Investment $ — $ 400 $ (400) n.m.

Percentage of revenue — % (1.1) %

During the nine month periods ended September 30, 2024 and 2023, the Company recognized losses of $0.4 million and $0.3 million, respectively, related to the impairment of an investment.

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

See note 7 to the condensed consolidated financial statements included elsewhere in this report for additional information.

Interest Expense and Other

Nine Months Ended September 30, Decrease Percent

Three Months Ended March 31, Increase (Decrease) Percent

(in thousands, except percentages)

1 unchanged sentence

Percentage of revenue 2.0 % 2.6 %

Interest expense and other decreased $0.1 million, or 3%, compared to the same period in 2023, primarily due to lower debt outstanding on our revolving credit facility during the current period.

Nine Months Ended September 30,

Interest expense and other decreased $0.3 million, or 30%, from the prior year, due to lower debt outstanding and lower interest rates on our revolving credit facility during the current period.

Three Months Ended March 31,

(in thousands, except

Income before income taxes $ 1,978 $ 911

Income (loss) before income taxes $ (9,477) $ 757

Income tax expense (benefit) (126) 2,269

Effective tax rate 1.3 % 299.7 %

Our effective tax rate for the nine months ended September 30, 2024, differed from the statutory rate due to tax expense of $2.0 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 nine months ended September 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

Nine Months Ended September 30,

The effective tax rate for the three months ended March 31, 2025, differed from the statutory rate due to tax expense of $0.5 million from the tax impacts of share-based compensation awards and $1.8 million from nondeductible impairment charges.

The 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.

Loss per Share

Three Months Ended March 31,

(in thousands, except

per share amounts)

Net income (loss) $ (769) $ 1,343

Net loss $ (9,351) $ (1,512)

Weighted-average shares outstanding - basic 45,505 44,210

Weighted-average shares outstanding - diluted 45,505 44,210

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

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

Diluted earnings (loss) per share was $(0.02) and $0.03 for the nine months ended September 30, 2024 and 2023, respectively.

The decrease was driven by higher tax expense, primarily the tax impacts of stock-based compensation, partially offset by higher operating income, as described above.

Liquidity and Capital Resources

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

Nine Months Ended September 30,

Cash from operating activities $ 16,676 $ 13,724

Cash used in investing activities $ (11,146) $ (10,047)

Cash from (used in) financing activities $ (7,663) $ (2,959)

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

At September 30, 2024, we had cash of $2.1 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 $58.0 million in borrowing capacity under our $100.0 million Credit Agreement, as defined below, at September 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.

We believe that our existing cash, cash generated from our continuing operations and available borrowings under our Credit Agreement will be sufficient to satisfy our currently anticipated cash requirements through at least the next 12 months and the foreseeable future thereafter.

However, it is possible that one or more lenders under the Credit Agreement may refuse or be unable to satisfy their commitment to lend to us, we may violate one or more of our covenants or financial ratios contained in our Credit Agreement or we may need to refinance our debt and be unable to do so.

In addition, our liquidity could be negatively affected by a decrease in demand for our products and services and the ability of our customers to pay for current or future services.

We may also make acquisitions and may need to raise additional capital through future debt financings or equity offerings to the extent necessary to fund such acquisitions, which we may not be able to do on a timely basis or on terms satisfactory to us or at all.

Operating Activities

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

Net cash flows from operating activities were $16.7 million and $13.7 million for the nine-month periods ended September 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.

Cash provided by operating activities during the 2024 period increased $3.0 million compared to the same period of 2023 due to lower people costs, including lower payments for bonus, wages and commissions and the timing of payments to vendors.

The reductions were partially offset by lower billings to and cash collections from our customers.

Investing Activities

Cash used in investing activities during the nine-month period ended September 30, 2024 was $11.1 million compared to $10.0 million used in the same period of 2023.

Cash used in investing activities in the nine-month period ended September 30, 2024 is primarily comprised of $9.8 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 nine-month period ended September 30, 2023 is primarily comprised of $12.8 million of capitalized development costs and $1.2 million of costs associated with the Company's office space, partially offset by $4.9 million of cash received from the sale of its investment in eFinancialCareers as described above.

Financing Activities

Cash used in financing activities during the nine-month period ended September 30, 2024 was $7.7 million and was driven by $6.0 million of net payments on long-term debt and $1.7 million related to share repurchases.

Cash used in financing activities during the nine-month period ended September 30, 2023 was $3.0 million and was driven by $13 million related to share repurchases, partially offset by $10.0 million of net proceeds on long-term debt.

Basic loss per share $ (0.21) $ (0.03)

Diluted loss per share $ (0.21) $ (0.03)

Diluted loss per share was $0.21 and $0.03 for the three months ended March 31, 2025 and 2024, respectively.

The decrease was driven by lower operating income, as described above, and the impairment of goodwill.

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, 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 and goodwill, 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 nine months ended September 30, 2024 and 2023 follows (in thousands):

Nine Months Ended September 30,

Reconciliation of Net Income (Loss) to Adjusted EBITDA:

Net income (loss) $ (769) $ 1,343

A reconciliation of Adjusted EBITDA for the nine months ended March 31, 2025 and 2024 follows (in thousands):

Three Months Ended March 31,

Reconciliation of Net Loss to Adjusted EBITDA:

Net loss $ (9,351) $ (1,512)

Interest expense 660 946

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Income from equity method investment (64) (134)

Gain on sale of investment — (614)

Impairment of investment — 400

Severance and related costs 748 1,140

Impairment of goodwill 7,400 —

Severance, professional fees and related costs 1,145 —

Restructuring 2,270 —

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Change in deferred revenue (5,210) (5,744)

Severance and related costs 748 1,140

Severance, professional fees and related costs 1,145 —

Restructuring 2,270 —

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Adjusted EBITDA $ 6,981 $ 8,569

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

Nine Months Ended September 30,

A reconciliation of Adjusted EBITDA Margin for the three months ended March 31, 2025 and 2024 follows (in thousands):

Three Months Ended March 31,

Revenue $ 32,301 $ 36,025

Net income (loss) $ (769) $ 1,343

Net income (loss) margin (1)

Net loss $ (9,351) $ (1,512)

Net loss margin (1)

Adjusted EBITDA $ 6,981 $ 8,569

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(1) Net income margin and Adjusted EBITDA Margin are calculated by dividing the respective measure by that period's revenue.

Liquidity and Capital Resources

A summary of our cash flows for the three months ended March 31, 2025 and 2024 follows (in thousands):

Three Months Ended March 31,

Cash from operating activities $ 2,248 $ 2,087

Cash used in investing activities $ (2,160) $ (4,442)

Cash from (used in) financing activities $ (1,135) $ 1,389

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

At March 31, 2025, we had cash of $2.7 million compared to $3.7 million at December 31, 2024.

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

In addition, we had $51.0 million in borrowing capacity under our $100.0 million Credit Agreement, as defined below, at March 31, 2025.

In addition, our liquidity could be negatively affected by a decrease in demand for our products and services and the ability of our customers to pay for current or future services.

Operating Activities

Net cash flows from operating activities were $2.2 million and $2.1 million for the three-month periods ended March 31, 2025 and 2024, respectively.

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

Cash provided by operating activities during the 2025 period increased $0.1 million compared to the same period of 2024 due to the timing of payments to vendors.

Investing Activities

Cash used in investing activities during the three-month period ended March 31, 2025 was $2.2 million compared to $4.4 million used in the same period of 2024.

Cash used in investing activities in the three-month period ended March 31, 2025 is comprised of $2.2 million of capitalized development costs.

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

Financing Activities

Cash used in financing activities during the three-month period ended March 31, 2025 was $1.1 million and was driven by $2.1 million related to share repurchases, partially offset by $1.0 million of net proceeds on long-term debt.

Cash used in 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.

Critical Accounting Estimates

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(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 $ 32.0 million of borrowings on the facility at September 30, 2024.

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 $ 33.0 million of borrowings on the facility at March 31, 2025.

The Company has $ 51.0 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.

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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 interest rate of 6.97 % (the rate in effect on September 30, 2024) on our current borrowings, interest payments are expected to be $0.6 million from October 1, 2024 to December 31, 2024, $2.2 million in each of 2025 and 2026, and $1.1 million in 2027.

Assuming an interest rate of 6.43 % (the rate in effect on March 31, 2025) on our current borrowings, interest payments are expected to be $1.6 million from April 1, 2025 to December 31, 2025, $2.1 million in 2026, and $1.1 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 September 30, 2024, the Company was in compliance with all of the financial covenants under the Credit Agreement.

As of March 31, 2025, 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 included elsewhere in this report and Item 3.

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No leases include options to purchase the leased property.

As of September 30, 2024, the value of our lease right-of-use asset was $6.8 million and the value of our lease liability was $11.0 million.

As of March 31, 2025, the value of our lease right-of-use asset was $6.2 million and the value of our lease liability was $10.2 million.

See Note 6 to the condensed consolidated financial statements included elsewhere in this report for further information.

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Other Capital Requirements

As of September 30, 2024, we recorded approximately $1.2 million of unrecognized tax benefits as liabilities, and we are uncertain if or when such amounts may be settled.

As of March 31, 2025, 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 September 30, 2024, are $1.2 million of tax benefits that would affect the effective tax rate if recognized.

Included in the balance of unrecognized tax benefits at March 31, 2025, 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 September 30, 2024, the Company had no stock repurchase programs and all previously approved stock repurchase programs had expired in accordance with their terms.

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

During the three months ended March 31, 2025, the company repurchased 0.3 million shares for $1.5 million.

As of March 31, 2025, the value of shares available to be purchased under the current plan was $4.3 million.

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

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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