What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-06 compared with 2025-05-12 · 222 added, 100 removed, 310 unchanged (51% 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.

69 unchanged sentences

The tables below detail this customer data.

As of March 31, Increase (Decrease) Percent

As of June 30, Increase (Decrease) Percent

Recruitment Package Customers:

2 unchanged sentences

Average Annual Revenue per Recruitment Package Customer (1)

Three months ended March 31,

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

2025 2024 Increase (Decrease) Percent

Change 2025 2024 Increase (Decrease) Percent

ClearanceJobs $ 26,026 $ 24,275 $ 1,751 7 % $ 25,916 $ 23,662 $ 2,254 10 %

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 1,891 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.

ClearanceJobs had 1,868 recruitment package customers as of June 30, 2025 compared to 2,009 as of June 30, 2024, a decrease of 7%, and average annual revenue per recruitment package customer increased $1,751, or 7%, 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, along with lower renewals for its smaller customers.

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.

Dice had 4,365 recruitment

package customers as of June 30, 2025, which was a decrease of 666, or 13%, and average annual revenue per recruitment package customer for Dice decreased by $860, or 5%, from the prior year quarter.

The decrease in recruitment package customers and revenue per recruitment package customer was due to macroeconomic conditions causing customer counts and renewal rates to decline.

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 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.

Backlog at June 30, 2025 decreased $3.6 million from December 31, 2024 and decreased $2.5 million from June 30, 2024.

The decrease in backlog compared to both December 31, 2024 and June 30, 2024 was 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.

11 unchanged sentences

Product Releases

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

ClearanceJobs Expanded Multi-Factor Authentication, ClearanceJobs Live Enhancements, Candidate Experience Personalization ClearanceJobs Live, ClearanceJobs Pulse Newsfeed

Dice Technologist Dashboard, Easy Post for SmartRecruiters ATS, Candidate Home Feed Redesign 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.

The more qualified professionals that use our websites, the more attractive our websites become to employers and advertisers, which in turn makes them more likely to become our customers, resulting positively on our results of operations.

The more qualified professionals

that use our websites, the more attractive our websites become to employers and advertisers, which in turn makes them more likely to become our customers, resulting positively on our results of operations.

If we are unable to continue to attract qualified professionals to engage with our two-sided marketplaces, our customers may no longer find our services attractive, which could have a negative impact on our results of operations.

5 unchanged sentences

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

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

Three Months Ended March 31, Increase (Decrease) Percent

Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

Three Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

ClearanceJobs $ 13,626 $ 13,528 $ 98 1 %

18,924 23,020 (4,096) (18) %

Dice 18,401 22,305 (3,904) (18) %

Total revenue (1)

$ 32,027 $ 35,833 $ (3,806) (11) %

(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.

Career events have been reclassified between ClearanceJobs and Dice based on the nature of the event for the periods ended June 30, 2025 and 2024.

For the three months ended June 30, 2025, we experienced a decrease in revenue of $3.8 million, or 11%, as compared to the three months ended June 30, 2024.

Revenues for ClearanceJobs increased $0.1 million, or 1%, as compared to the same period in 2024.

Continued demand for professionals with government clearance and consistent product releases and enhancements drove the small increase despite continued uncertainty around government contracting and defense spending.

Revenue at Dice decreased $3.9 million, or 18%, compared to the same period in 2024 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

Three Months Ended March 31, Increase (Decrease) Percent

Three Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

2 unchanged sentences

Dice 3,453 3,585 (132) (4) %

Other corporate expenses 66 — 66 n.m.

Other corporate expenses — 66 (66) (100) %

Total cost of revenue $ 5,114 $ 5,200 $ (86) (2) %

Percentage of revenue 16.0 % 14.5 %

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

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.

Cost of revenue decreased $0.1 million, or 2% from the prior year.

The ClearanceJobs segment increased $0.1 million with costs approximating the prior year period.

The Dice segment decreased $0.1 million primarily due to a decrease of $0.4 million in compensation related costs, primarily due to lower headcount, partially offset by an increase of $0.2 million in operational costs, including professional fees, and $0.1 million of lower capitalized labor, which increases expense .

Product Development Expenses

Three Months Ended March 31, Increase (Decrease) Percent

Three Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

5 unchanged sentences

Percentage of revenue 9.8 % 13.2 %

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.

Product development expenses decreased $1.6 million, or 34% from the same period for the prior year.

The ClearanceJobs segment was substantially flat with costs approximating the prior year period.

The Dice segment decreased $1.6 million primarily due to $2.5 million of lower compensation related costs, primarily due to lower headcount, partially offset by $0.9 million of lower capitalized labor, which increases expense.

Sales and Marketing Expenses

Three Months Ended March 31, Increase (Decrease) Percent

Three Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

5 unchanged sentences

Percentage of revenue 32.9 % 33.5 %

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

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.

Sales and marketing expenses decreased $1.5 million, or 12% from the same period for the prior year.

The ClearanceJobs segment decreased by $0.1 million with costs approximating the prior year period.

The Dice segment decreased by $1.2 million, of which $1.0 million was due to lower compensation related costs, primarily related to lower headcount, and $0.3 million was due to lower discretionary marketing costs.

Other corporate expenses decreased $0.2 million from the prior year, primarily due to compensation related costs in the prior year period that did not recur this period.

General and Administrative Expenses

Three Months Ended March 31, Increase (Decrease) Percent

Three Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

2 unchanged sentences

Dice 2,373 2,967 (594) (20) %

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

Other corporate expenses 2,918 2,835 83 3 %

Total General and administrative $ 6,517 $ 7,296 $ (779) (11) %

Percentage of revenue 20.3 % 20.4 %

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

General and administrative expenses decreased $0.8 million, or 11% from the same period for prior year.

The ClearanceJobs segment decreased $0.3 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

The Dice segment decrease of $0.6 million driven by a $0.3 million decrease in operational costs, including professional fees and bad debt expense, and by a $0.2 million decrease in compensation related costs, primarily stock-based compensation.

Other corporate expenses increased $0.1 million and included a a $0.5 million increase in operational costs, including professional fees, partially offset by a $0.4 million decrease in compensation related costs, primarily stock-based compensation.

Three Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

5 unchanged sentences

Depreciation expense decreased $0.8 million, or 18%, 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.

The ClearanceJobs segment increased $0.2 million driven by depreciation related to capitalized development costs.

The Dice segment decreased $1.0 million as fixed asset purchases, which are primarily comprised of capitalized development costs, have declined.

Restructuring

Three Months Ended March 31, Increase (Decrease) Percent

Three Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

5 unchanged sentences

Percentage of revenue 13.2 % — %

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%.

During the three months ended June 30, 2025, the Company recorded a restructuring charge of $4.2 million intended to streamline its operations, drive business objectives, reduce operating expenses and improve operating margins.

Operating Income (Loss)

Three Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

Revenue $ 32,027 $ 35,833 $ (3,806) (11) %

Operating income (loss) (1,265) 2,003 (3,268) (163) %

Operating margin (3.9) % 5.6 %

Operating loss for the three months ended June 30, 2025 was $1.3 million, a negative margin of 3.9%, compared to operating income of $2.0 million, a positive margin of 5.6%, for the same period in 2024, a decrease of $3.3 million.

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

Income from Equity Method Investment

Three Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

Income from equity method investment $ (37) $ 168 $ (205) (122) %

Percentage of revenue (0.1) % 0.5 %

The Company recorded approximately zero and $0.2 million, respectively, of income related to its proportionate share of eFinancialCareer's net income for the three months ended June 30, 2025 and 2024.

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.

Interest Expense and Other

Three Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

Interest expense and other $ 619 $ 845 $ (226) (27) %

Percentage of revenue 1.9 % 2.4 %

Interest expense and other decreased $0.2 million, or 27%, 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 June 30,

(in thousands, except

Income (loss) before income taxes $ (1,921) $ 1,326

Income tax expense (benefit) (1,080) 383

Effective tax rate 56.2 % 28.9 %

The effective tax rate for the three months ended June 30, 2025, differed from the statutory rate due to tax expense of $0.1 million from the tax impacts of share-based compensation awards and a tax benefit of $0.4 million from the completion of a federal tax examination related to research credits.

The 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.

Earnings (Loss) per Share

Three Months Ended June 30,

(in thousands, except

per share amounts)

Net income (loss) $ (841) $ 943

Weighted-average shares outstanding - basic 45,354 44,569

Weighted-average shares outstanding - diluted 45,354 45,037

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

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

Diluted earnings (loss) per share was $(0.02) and $0.02 for the three months ended June 30, 2025 and 2024, respectively.

The decrease was driven by lower operating income, as described above, partially offset by an income tax benefit.

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

Six Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

ClearanceJobs $ 27,003 $ 26,533 $ 470 2 %

Dice 37,325 45,325 (8,000) (18) %

Total revenue (1)

$ 64,328 $ 71,858 $ (7,530) (10) %

(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 June 30, 2025 and 2024.

We experienced a decrease in revenue of $7.5 million, or 10% during the six month period ended June 30, 2025 as compared to the six month period ended June 30, 2024.

Revenue at ClearanceJobs increased by $0.5 million, or 2%, as compared to the same period in 2024.

Continued demand for professionals with government clearance and consistent product releases and enhancements drove the increase despite continued uncertainty around government contracting and defense spending.

Revenue at Dice decreased by $8.0 million, or 18%, 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 (Decrease) Percent

(in thousands, except percentages)

Cost of revenue

ClearanceJobs $ 3,444 $ 3,036 $ 408 13 %

Dice 6,970 6,975 (5) — %

Other corporate expenses 66 66 — — %

Total cost of revenue $ 10,480 $ 10,077 $ 403 4 %

Percentage of revenue 16.3 % 14.0 %

Cost of revenue increased $0.4 million, or 4% from the prior year period.

The ClearanceJobs segment increased $0.4 million due to a $0.2 million increase in compensation related costs and $0.1 million in marketing event costs.

The Dice segment was approximately flat with the prior year period.

Dice compensation related costs decreased $0.4 million due to lower headcount, which was offset by increases in other operational costs, primarily professional fees.

Product Development Expenses

Six Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

Product development

ClearanceJobs $ 2,568 $ 2,263 $ 305 13 %

Dice 4,197 7,264 (3,067) (42) %

Other corporate expenses 215 — 215 n.m.

Total product development $ 6,980 $ 9,527 $ (2,547) (27) %

Percentage of revenue 10.9 % 13.3 %

Product development decreased $2.5 million, or 27% from the prior year period.

The ClearanceJobs segment increased $0.3 million driven by lower capitalized labor of $0.3 million, which increases operating expense, and a $0.2 million increase in operational costs, primarily from consulting fees, partially offset by a $0.2 million decrease in compensation related costs from lower headcount.

The Dice segment decreased $3.1 million primarily due to lower compensation related costs due to lower

Other corporate expenses increased $0.2 million due to compensation related costs that did not occur in the prior year period.

Sales and Marketing Expenses

Six Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

Sales and marketing

ClearanceJobs $ 7,311 $ 7,656 $ (345) (5) %

Dice 14,276 16,881 (2,605) (15) %

Other corporate expenses 82 180 (98) (54) %

Total sales and marketing $ 21,669 $ 24,717 $ (3,048) (12) %

Percentage of revenue 33.7 % 34.4 %

Sales and marketing expenses decreased $3.0 million, or 12% from the prior year period.

The ClearanceJobs segment decreased $0.3 million driven by lower compensation related costs due to lower headcount, partially offset by higher commissions.

The Dice segment decreased $2.6 million driven by lower compensation related costs of $1.8 million, due to lower headcount, a $0.6 million decrease in discretionary marketing expenses, and a $0.2 million decrease in operational costs, including consulting and credit card fees.

General and Administrative Expenses

Six Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

General and administrative

ClearanceJobs $ 2,607 $ 2,952 $ (345) (12) %

Dice 5,361 5,844 (483) (8) %

Other corporate expenses 5,746 5,727 19 — %

Total general and administrative $ 13,714 $ 14,523 $ (809) (6) %

Percentage of revenue 21.3 % 20.2 %

General and administrative costs decreased $0.8 million, or 6%, from the prior year.

The ClearanceJobs segment decreased $0.3 million driven by lower compensation related costs, primarily stock-based compensation and lower headcount.

The Dice segment decreased $0.5 million due to a $0.3 million decrease in compensation related costs, primarily stock-based compensation, and a $0.2 million decrease in operational costs, primarily collection fees and software subscriptions.

Six Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

ClearanceJobs $ 1,576 $ 1,324 $ 252 19 %

Dice 6,169 7,718 (1,549) (20) %

Other corporate expenses — — — n.m.

Total depreciation $ 7,745 $ 9,042 $ (1,297) (14) %

Percentage of revenue 12.0 % 12.6 %

Depreciation expense decreased $1.3 million, or 14%, compared to the same period in 2024.

The ClearanceJobs segment increased $0.3 million driven by depreciation related to capitalized development costs.

The Dice segment decreased by $1.5 million as fixed asset purchases, which are primarily comprised of capitalized development costs, have declined.

Restructuring

Six Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

Restructuring

ClearanceJobs $ 372 $ — $ 372 n.m.

Dice 3,844 — 3,844 n.m.

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

Total restructuring $ 6,486 $ — $ 6,486 n.m.

Percentage of revenue 10.1 % — %

During the six months ended June 30, 2025, the Company recorded restructuring charges of $6.5 million, intended to streamline its operations, drive business objectives, reduce operating expenses and improve operating margins.

Impairment of Goodwill

Three Months Ended March 31, Increase (Decrease) Percent

Six Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

3 unchanged sentences

Other corporate expenses — — — n.m.

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

Total impairment of goodwill $ 7,800 $ — $ 7,800 n.m.

Percentage of revenue 12.1 % — %

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.

During the six months ended June 30, 2025, the Company recorded a $7.8 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.

Operating Income

Three Months Ended March 31, Increase (Decrease) Percent

Six Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

Revenue $ 64,328 $ 71,858 $ (7,530) (10) %

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

Operating income (10,546) 3,972 (14,518) (366) %

Operating margin (16.4) % 5.5 %

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.

Operating loss for the six months ended June 30, 2025 was $10.5 million, a negative margin of 16.4%, compared to operating income of $4.0 million, a positive margin of 5.5%, for the same period in 2024, a decrease of $14.5 million.

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

Income from Equity Method Investment

Three Months Ended March 31, Increase (Decrease) Percent

Six Months Ended June 30, Decrease Percent Change

(in thousands, except percentages)

1 unchanged sentence

Percentage of revenue 0.0 % 0.4 %

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.

During the six month periods ended June 30, 2025 and 2024, the Company recorded approximately zero and $0.3 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.

Impairment of Investment

Three Months Ended March 31, Increase (Decrease) Percent

Six Months Ended June 30, Decrease Percent

(in thousands, except percentages)

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

Impairment of investment $ — $ 400 $ (400) (100) %

Percentage of revenue — % 0.6 %

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

During the six month period ended June 30, 2024, the Company recognized loss of $0.4 million 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

Three Months Ended March 31, Increase (Decrease) Percent

Six Months Ended June 30, Decrease Percent

(in thousands, except percentages)

1 unchanged sentence

Percentage of revenue 2.0 % 2.5 %

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,

Interest expense and other decreased $0.5 million, or 29%, in the six month period ended June 30, 2025 compared to the same period in 2024, primarily due to lower debt outstanding and lower interest rates on our revolving credit facility during the current period.

Six Months Ended June 30,

(in thousands, except

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

Income before income taxes $ (11,798) $ 2,083

Income tax expense (benefit) (1,206) 2,652

Effective tax rate 10.2 % 127.3 %

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,

Our effective tax rate for the six months ended June 30, 2025, differed from the statutory rate due to tax expense of $0.6 million from the tax impacts of share-based compensation awards, tax expense of $1.9 million from nondeductible impairment charges, and a tax benefit of $0.4 million from the completion of a federal tax examination related to research credits.

The 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.

Earnings (Loss) per Share

Three Months Ended June 30,

(in thousands, except

per share amounts)

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

Net income (loss) $ (10,592) $ (569)

Weighted-average shares outstanding - basic 45,429 44,386

Weighted-average shares outstanding - diluted 45,429 44,386

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.

Basic earnings (loss) per share $ (0.23) $ (0.01)

Diluted earnings (loss) per share $ (0.23) $ (0.01)

Diluted earnings (loss) per share was $(0.23) and $0.01 for the six months ended June 30, 2025 and 2024, respectively.

The decrease was driven by lower operating income, partially offset by an income tax benefit, as described above.

Non-GAAP Financial Measures

24 unchanged sentences

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 March 31, 2025 and 2024 follows (in thousands):

Three Months Ended March 31,

A reconciliation of Adjusted EBITDA for the six months ended June 30, 2025 and 2024 follows (in thousands):

Six Months Ended June 30,

Reconciliation of Net Loss to Adjusted EBITDA:

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Adjusted EBITDA $ 15,475 $ 17,541

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

Three Months Ended March 31,

A reconciliation of Adjusted EBITDA Margin for the six months ended June 30, 2025 and 2024 follows (in thousands):

Six Months Ended June 30,

Revenue $ 64,328 $ 71,858

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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,

A summary of our cash flows for the six months ended June 30, 2025 and 2024 follows (in thousands):

Six Months Ended June 30,

Cash from operating activities $ 9,114 $ 11,150

Cash used in investing activities $ (4,185) $ (7,913)

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

Cash used in financing activities $ (5,849) $ (4,488)

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.

At June 30, 2025, we had cash of $2.8 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, we had $41.0 million in borrowing capacity under our $100.0 million Credit Agreement, as defined below, at June 30, 2025.

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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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, impairments of goodwill, and the effect of changes in working capital.

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 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, impairments of goodwill, and the effect of changes in working capital.

Net cash flows from operating activities were $9.1 million and $11.2 million for the six-month periods ended June 30, 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.

Cash provided by operating activities during the 2025 period decreased $2.1 million compared to the same period of 2024 due to lower billings to and cash receipts from our customers, partially offset by lower headcount driving lower payments to employees.

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.

Cash used in investing activities during the six-month period ended June 30, 2025 was $4.2 million compared to $7.9 million used in the same period of 2024.

Cash used in investing activities in the six-month period ended June 30, 2025 is primarily comprised of $3.9 million of capitalized development costs.

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.

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.

Cash used in financing activities during the six-month period ended June 30, 2025 was $5.8 million and was driven by $3.8 million related to share repurchases and $2.0 million of net payments on long-term debt.

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 and $1.5 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 $ 33.0 million of borrowings on the facility at March 31, 2025.

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 $ 30.0 million of borrowings on the facility at June 30, 2025.

The Company has $ 41.0 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 6.43 % (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.

Assuming an interest rate of 6.43 % (the rate in effect on June 30, 2025) on our current borrowings, interest payments are expected to be $1.0 million from July 1, 2025 to December 31, 2025, $1.9 million in 2026, and $1.0 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, 2025, the Company was in compliance with all of the financial covenants under the Credit Agreement.

As of June 30, 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 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.

As of June 30, 2025, the value of our lease right-of-use asset was $6.0 million and the value of our lease liability was $9.9 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 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.

As of June 30, 2025, we recorded approximately $0.7 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, 2025, 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, 2025, are $0.7 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 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.

During the six months ended June 30, 2025, the company repurchased 0.9 million shares for $1.8 million.

As of June 30, 2025, the value of shares available to be purchased under the current plan was $2.5 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