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What changed in DHI GROUP, INC.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of DHI GROUP, INC.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+256 added−230 removedSource: 10-K (2025-02-12) vs 10-K (2024-02-08)

Top changes in DHI GROUP, INC.'s 2024 10-K

256 paragraphs added · 230 removed · 195 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

52 edited+16 added−13 removed72 unchanged
Biggest changeThere is a shortage of skilled professionals worldwide and we believe that the overall demand for talent acquisition and career development products and services has significant long-term growth potential. We also believe that certain industries that employ highly-skilled and highly-paid professionals will experience particularly strong demand for effective recruiting solutions due to the scarcity of such professionals.
Biggest changeOur Industry We primarily operate in the talent discovery and acquisition segment of the broader market for human capital management services through career sites for technology professionals. There is a shortage of skilled professionals worldwide and we believe that the overall demand for talent acquisition and career development products and services has significant long-term growth potential.
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 those with active government security clearances.
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 those with active government security clearances.
In connection with our Dice and ClearanceJobs brands, DHI offers other services such as: 1) virtual and live career events; 2) sourcing services, which is a premium service delivering sourced and screened candidates to recruiters and employers; and 3) content and data services that provides tailored content to help professionals manage their careers and provide employers insight into recruiting strategies and trends.
In connection with our ClearanceJobs and Dice brands, DHI offers other services such as: 1) virtual and live career events; 2) sourcing services, which is a premium service delivering sourced and screened candidates to recruiters and employers; and 3) content and data services that provides tailored content to help professionals manage their careers and provide employers insight into recruiting strategies and trends.
Our competitors include: • social and professional networking sites, such as LinkedIn, Facebook, X and Google; • niche or specialist professional networking sites such as GitHub and Stack Overflow; • generalist job boards, some of which have substantially greater resources and brand recognition than we do, such as CareerBuilder, Monster, and Seek which, unlike specialized job boards, permit customers to enter into a single 11 Table of Contents contract to find professionals across multiple occupational categories and attempt to fill all of their hiring needs through a single website; • aggregators and distributors of job postings and profiles, including Indeed (owned by Recruit), TalentBin (owned by Monster Worldwide), Entelo, ZipRecruiter, and Google; • career-focused community sites such as Glassdoor; • newspaper and magazine publishers, national and regional advertising agencies, executive search firms and search and selection firms that carry classified advertising, many of whom have developed, begun developing or acquired new media capabilities, such as recruitment websites, or have partnered with generalist job boards; • specialized services focused specifically on the industries we service, such as Upwork; • new and emerging competitors with new business models and products; • our customers, who seek to recruit candidates directly by using their own resources, including corporate websites; and • general business sites and print publications, as well as technology news and information community sites, such as Google News, Digg.com and Reddit.com.
Our competitors include: • social and professional networking sites, such as LinkedIn, Facebook, X and Google; • niche or specialist professional networking sites such as GitHub and Stack Overflow; • generalist job boards, some of which have substantially greater resources and brand recognition than we do, such as CareerBuilder, Monster, and Seek which, unlike specialized job boards, permit customers to enter into a single contract to find professionals across multiple occupational categories and attempt to fill all of their hiring needs through a single website; • aggregators and distributors of job postings and profiles, including Indeed (owned by Recruit), TalentBin (owned by Monster Worldwide), Entelo, ZipRecruiter, and Google; • career-focused community sites such as Glassdoor; 11 Table of Contents • newspaper and magazine publishers, national and regional advertising agencies, executive search firms and search and selection firms that carry classified advertising, many of whom have developed, begun developing or acquired new media capabilities, such as recruitment websites, or have partnered with generalist job boards; • specialized services focused specifically on the industries we service, such as Upwork; • new and emerging competitors with new business models and products; • our customers, who seek to recruit candidates directly by using their own resources, including corporate websites; and • general business sites and print publications, as well as technology news and information community sites, such as Google News, Digg.com and Reddit.com.
Technology We use a variety of open source and proprietary technologies to support our website services. Our websites provide a multitenancy technology platform with multiple application services developed to perform at scale. We primarily utilize Amazon Web Services (AWS) as our cloud infrastructure platform, which enables us to scale our computer network and storage capacity on an as-needed basis.
Technology We use a variety of open source and proprietary technologies to support our services. Our websites provide a multitenancy technology platform with multiple application services developed to perform at scale. We primarily utilize Amazon Web Services (AWS) as our cloud infrastructure platform, which enables us to scale our computer network and storage capacity on an as-needed basis.
As more employers use the subscription-based offerings to find, attract, engage and hire the highest quality tech professionals, the Company continues to invest in product and marketing to expand the technologist community and create an ideal onboarding experience for tech talent.
As more employers use the subscription-based offerings to find, attract, engage and hire the highest quality tech professionals, the Company continues to invest in product development and marketing to expand the technologist community and create an ideal onboarding experience for tech talent.
Candidate Match and Search on Dice is powered by IntelliSearch, a proprietary machine-learning technology that is foundational to many Dice products and services. Approximately 90% of Dice revenue was derived from recruitment packages in 2023. Dice offers tools, advice and support to help U.S. tech professionals registered on the platform find relevant jobs, evaluate companies and connect with recruiters.
Candidate Match and Search on Dice is powered by IntelliSearch, a proprietary machine-learning technology that is foundational to many Dice products and services. Approximately 90% of Dice revenue was derived from recruitment packages in 2024. Dice offers tools, advice and support to help U.S. tech professionals registered on the platform find relevant jobs, evaluate companies and connect with recruiters.
Risk Factors “We may be liable with respect to the collection, storage, and use of the personal and professional information of the professionals who use our websites and our current practices may not be in compliance with proposed new laws and regulations” and “Our business is subject to U.S. government regulation of the Internet and taxation, which may have a material adverse effect on our business.” U.S.
Risk Factors “We may be liable with respect to the collection, storage, and use of the personal and professional information of the professionals who use our websites and mobile apps and our current practices may not be in compliance with proposed new laws and regulations” and “Our business is subject to U.S. government regulation of the Internet and taxation, which may have a material adverse effect on our business.” U.S.
Providing professionals with the most relevant job postings benefits both the talent and the recruiting organization. • Employer Branding. Each of our brands has a suite of offerings that help clients amplify their brand to reach more professionals. Solutions include display advertising, email, enhanced job postings or company profiles, and social targeting. • Other Services.
Providing professionals with the most relevant job postings benefits both the talent and the recruiting organization. • Employer Branding. Each of our brands has a suite of offerings that help clients amplify their brand to reach more professionals. Solutions include display advertising, email, and enhanced job postings or company profiles. • Other Services.
The CCPA has been characterized as the first privacy statute of its kind to be enacted in the United States as it includes significant penalties for non-compliance, as well as creating the right for consumers to bring a private action in certain circumstances. More recently, on November 3, 2020, California enacted the California Privacy Rights Act ("CPRA").
The CCPA has been characterized as the first privacy statute of its kind to be enacted in the United States as it includes significant penalties for non-compliance, as well as creating the right for consumers to bring a private action in certain circumstances. On November 3, 2020, California enacted the California Privacy Rights Act ("CPRA").
Item 1. Business Introduction and Summary This section provides an overview of DHI Group, Inc. (“DHI,” the "Company," "we," "us," or "our"). Please see our consolidated financial statements included elsewhere in this report for additional discussion regarding our results of operations for the year ended December 31, 2023.
Item 1. Business Introduction and Summary This section provides an overview of DHI Group, Inc. (“DHI,” the "Company," "we," "us," or "our"). Please see our consolidated financial statements included elsewhere in this report for additional discussion regarding our results of operations for the year ended December 31, 2024.
Our privacy policies also explain the circumstances under which we share this information and with whom. Professionals who register for our websites have the option of indicating specific areas of interest in which they are willing to receive offers via email. These offers contain content created either by us or our third-party partners.
Our privacy policies also explain the 12 Table of Contents circumstances under which we share this information and with whom. Professionals who register for our websites have the option of indicating specific areas of interest in which they are willing to receive offers via email. These offers contain content created either by us or our third-party partners.
We believe that a focus on professional communities allows organizations to more efficiently identify talent, with more complete data and insights about that talent. Our Value Proposition We are a leading provider of data, insights and employment connections through specialized online professional communities organized around common professional interests and skill sets powered by technology.
We believe that a focus on professional communities allows organizations to more efficiently identify talent, with more complete data and insights about that talent. 8 Table of Contents Our Value Proposition We are a leading provider of data, insights and employment connections through specialized online professional communities organized around common professional interests and skill sets powered by technology.
We do not ask professionals or customers to supply social security numbers. Our business data 12 Table of Contents is separated from website operations by a variety of security layers including network segmentation, physical and logical access controls, firewalls, and many industry-accepted, best-practice information security controls.
We do not ask professionals or customers to supply social security numbers. Our business data is separated from website operations by a variety of security layers including network segmentation, physical and logical access controls, firewalls, and many industry-accepted, best-practice information security controls.
The Company budgets for professional development training by both functional group and at the individual level each year. Professional development could include attending an online class to learn a new skillset, attending a conference or finding opportunities within the organization to grow skillsets.
The Company budgets for professional development training by both functional group and at the individual level each year. Professional development could include attending an online class to learn a new skillset, attending a conference or finding opportunities within the organization to grow skill sets.
Any failure by the Company to comply with these laws and regulations could result in actions against us by governmental authorities or other entities, which could harm our business, including governmental or court orders that we cease certain activities. See Item 1A.
Compliance with these laws may be expensive and could harm our business. Any failure by the Company to comply with these laws and regulations could result in actions against us by governmental authorities or other entities, which could harm our business, including governmental or court orders that we cease certain activities. See Item 1A.
We provide professionals with targeted and relevant career development tools, content and news. For example, Dice and ClearanceJobs provide professionals with market and salary information and local market trends. In addition, the Salary Predictor allows professionals to evaluate their market value and map out which skills will increase their value.
Skills/industry-specific career management tools, information and insights . We provide professionals with targeted and relevant career development tools, content and news. For example, ClearanceJobs and Dice provide professionals with market and salary information and local market trends. In addition, the Salary Predictor allows professionals to evaluate their market value and map out which skills will increase their value.
Our customers include small, mid-sized and large direct employers, staffing companies, recruiting agencies, consulting firms and marketing departments of companies. As of December 31, 2023 notable customers of the Dice and ClearanceJobs businesses included AT&T, Adecco, CACI, Cisco, Disney, Edward Jones, General Dynamics, Kforce, Microsoft, Northrop Grumman, Bank of America and DISH Network.
Our customers include small, mid-sized and large direct employers, staffing companies, recruiting agencies, consulting firms and marketing departments of companies. As of December 31, 2024 notable customers of the ClearanceJobs and Dice businesses included AT&T, Adecco, CACI, Cisco, Capital One, Edward Jones, General Dynamics, Kforce, Microsoft, Northrop Grumman, Bank of America and DISH Network.
If we fail to manage our technical operations infrastructure, our existing customers may experience services outages, and our new customers may experience delays in the deployment of our solution.” Human Capital Disclosures Employees As of December 31, 2023, we had approximately 460 employees.
If we fail to manage our technical operations infrastructure, our existing customers may experience services outages, and our new customers may experience delays in the deployment of our solution.” Human Capital Disclosures Employees As of December 31, 2024, we had approximately 414 employees.
In addition to technologies we leverage for fraud detection, our customer support departments perform some compliance functions, such as reviewing the websites for false or inaccurate job postings. Customers We currently serve a diversified customer base consisting of approximately 8,200 customers in total. No one customer accounted for more than 10% of our revenues in 2023.
In addition to technologies we leverage for fraud detection, our customer support departments perform some compliance functions, such as reviewing the websites for false or inaccurate job postings. Customers We currently serve a diversified customer base consisting of approximately 7,700 customers in total. No one customer accounted for more than 10% of our revenues in 2024.
The Company has employee resource groups led by employees of underrepresented populations to share experiences and have a shared space. The internal policies of the Company encourage hiring diverse candidates and our culture is inclusive, ensuring that all team members are treated fairly and equally, amongst other things.
The Company has employee resource groups led by employees of underrepresented populations to share experiences and have a shared space. The internal policies of the Company encourage attracting diverse candidates, ensuring that all team members are treated fairly and equally, amongst other things.
We own a number of registered, applied for and/or unregistered trademarks and service marks that we use in connection with our businesses. Our trademarks and registered trademarks in the United States include DICE, and the stylized designs for CLEARANCEJOBS.COM as well as DHI.
We own a number of registered, applied for and/or unregistered trademarks and service marks that we use in connection with our businesses. Our trademarks and registered trademarks in the United States include the stylized designs for CLEARANCEJOBS.COM, DICE, the plain usage of cleaarancejobs.com, the stylized "Dice" logo and social media "D" logo, as well as DHI.
The majority of our revenues in 2023 were generated through the sale of recruitment packages, which allow customers to promote jobs on our websites and source candidates through our resume databases. Recruitment packages are typically provided through contractual arrangements with annual, quarterly or monthly payment terms.
The majority of our revenues in 2024 were generated through the sale of recruitment packages, which allow customers to promote jobs on our websites, source candidates through our resume databases and connect with candidates in a two-sided marketplace model. Recruitment packages are typically provided through contractual arrangements with annual, quarterly or monthly payment terms.
With the advent of AI technologies, recruiters can leverage advanced algorithms and machine learning to sift through vast amounts of data, identifying suitable candidates more efficiently. Automated screening processes can analyze resumes, assess skills, and predict candidate success, streamlining the initial stages of recruitment.
With the advent of AI technologies, recruiters can leverage advanced algorithms and machine learning to sift through vast amounts of data, identifying suitable candidates more efficiently. Automated screening processes can analyze resumes, assess skills, and predict candidate success, streamlining the initial stages of recruitment. Additionally, AI allows faster screening of applicants while reducing bias in the recruitment process.
Dice had approximately 48,000 job postings as of December 31, 2023 and during 2023, Dice had, on average, approximately 1.3 million monthly users. 7 Table of Contents Customers can purchase recruitment packages, job postings or advertisements. Recruitment packages offer our customers the ability to access candidate profiles and post jobs.
Dice had approximately 72,000 job postings as of December 31, 2024 and during 2024, Dice had, on average, approximately 2.3 million monthly users. Customers can purchase recruitment packages, job postings or advertisements. Recruitment packages offer our customers the ability to access candidate profiles and post jobs.
Further, any failure by us to adequately protect our users’ privacy and data could result in a loss of confidence in our products and services and, ultimately, in a loss of customers, which could have an adverse effect on our business, and could subject the Company to penalties or liability. 13 Table of Contents Furthermore, favorable laws may change, including, for example, in the United States where the FCC voted to repeal net neutrality regulations.
Further, any failure by us to adequately protect our users’ privacy and data could result in a loss of confidence in our products and services and, ultimately, in a loss of customers, which could have an adverse effect on our business, and could subject the Company to penalties or liability. Furthermore, favorable laws may change, including, for example, the U.S.
We also invest in fraud detection initiatives and maintain teams of account managers and customer support specialists who work to ensure customers get the most from our products and services by providing training and assistance.
As of December 31, 2024, we employed 152 sales and support personnel in the United States. We also invest in fraud detection initiatives and maintain teams of account managers and customer support specialists who work to ensure customers get the most from our products and services by providing training and assistance.
Industry and Skill Focused Brands During 2023 we offered our talent acquisition and career development products and tools through the following brands: Service Yrs. in Operation Specialized Focus Primary Source of Revenues Dice 1 33 Technology and engineering in the U.S.
Industry and Skill Focused Brands During 2024 we offered our talent acquisition and career development products and tools through the following brands: Service Yrs. in Operation Specialized Focus Primary Source of Revenues ClearanceJobs 22 Security-cleared professionals Recruitment packages 1 Dice 34 Technology and engineering in the U.S.
When professionals post their resumes or apply for jobs on our websites, they can make valuable connections with organizations who prize their skills and expertise. Professionals can avoid having to “sort through the clutter” on generalist career sites and get the most out of their time by using our more focused services. Skills/industry-specific career management tools, information and insights .
When professionals engage with jobs on our websites and through our mobile apps, they can make valuable connections with organizations who prize their skills and expertise. Professionals can avoid having to “sort through the clutter” on generalist career sites and get the most out of their time by using our more focused services.
The Company’s internal Diversity, Equity and Inclusion program is based on promoting a culture of inclusivity, and includes Allyship training and Unconscious Bias training, which teaches team members how to better support marginalized groups. Additionally all team members participated in leadership and communication training in 2023.
The Company’s internal Diversity, Equity and Inclusion program is based on promoting a culture of inclusivity, and includes Allyship training and Unconscious Bias training, which teaches team members how to better support marginalized groups. Additionally, all team members participated in career development training to create a strategic action plan for their 2024 goals.
Registration for the plain usage of "clearancejobs.com," the stylized "Dice" logo as well as our social media "D" logo have also been filed, further protecting our intellectual property. Registrations for trademarks may be maintained indefinitely, as long as the trademark owner continues to use and police the trademarks and timely renews registrations with the applicable governmental office.
Registrations for both the black and white and colorized ClearanceJobs logo have also been filed, further protecting our intellectual property. Registrations for trademarks may be maintained indefinitely, as long as the trademark owner continues to use and police the trademarks and timely renews registrations with the applicable governmental office.
Given uncertainty around these rules, including changing interpretations, amendments or repeal, coupled with potentially significant political and economic power of local network operators, we could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense, or otherwise negatively affect our business.
Given uncertainty around these rules, including changing interpretations, amendments or repeal, coupled with potentially significant political and economic power of local network operators, we could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense, or otherwise negatively affect our business. 13 Table of Contents The application of laws and regulations affecting online business to our products and services is often unclear, and these laws and how various jurisdictions interpret these laws continue to evolve.
(1) For the year ended December 31, 2023, net income and diluted earnings per share includes the net negative impact of impairment of investment, severance and related costs, gain on investment and restructuring, all net of tax, and discrete tax items of $0.9 million, or $0.02 per diluted share.
For the year ended December 31, 2023, net income and diluted earnings per share includes the net negative impact of non cash stock-based compensation, restructuring, impairment, gain on investment and severance, professional fees and related costs of $12.2 million ($9.1 million net of tax), and discrete tax items of $1.1 million resulting in a net negative impact of $8.0 million, or $0.18 per diluted share.
The Company continues to evolve to a solution selling business, coupled with its goal of maintaining strong Adjusted EBITDA margins to maximize profitability. 9 Table of Contents Delivering best-in-class candidate quality and match capabilities for technology roles.
The Company continues to evolve to a solution selling business, coupled with its goal of maintaining strong Adjusted EBITDA margins to maximize profitability. Delivering best-in-class candidate quality and match capabilities for technology roles. We believe candidate quality is the essential foundation of success in our industry and we intend to differentiate our business by leading in this respect.
Additionally, AI allows faster screening of applicants while reducing bias in the recruitment process. 8 Table of Contents In this environment, we believe there is an opportunity for career management and talent acquisition tools that leverage the common interests, goals and skills of select professional communities.
In this environment, we believe there is an opportunity for career management and talent acquisition tools that leverage the common interests, goals and skills of select professional communities.
At ClearanceJobs these products include: Comments, ClearanceJobs Expressed Interest, ClearanceJobs Enhanced Employer Profile, ClearanceJobs Mobile App, and ClearanceJobs Live Stream. We are investing to further increase the pace of innovation by organizing talent on our technology team, centered around a development model to increase the quality and speed of product delivery.
We are investing to further increase the pace of innovation by organizing talent on our technology team, centered around a development model to increase the quality and speed of product delivery.
We believe candidate quality is the essential foundation of success in our industry and we intend to differentiate our business by leading in this respect. We have dramatically improved the quality of our Dice candidates to a level we believe is best-in-class and plan continued vigilance and innovation to drive continued improvements.
We have dramatically improved the quality of our Dice candidates to a level we believe is best-in-class and plan continued vigilance and 9 Table of Contents innovation to drive continued improvements.
We sell our products and services primarily through our direct sales force and agency partner channel. Our sales team is organized by brand, market segment, and geography and targets Fortune 1000 companies, large staffing and recruiting firms and other large and mid-size commercial businesses. Our strategy in 2023 focused on continuing to execute against our solution-oriented sales approach.
Our sales team is organized by brand, market segment, and geography and targets Fortune 1000 companies, large staffing and recruiting firms and other large and mid-size commercial businesses. Our strategy in 2024 focused on continuing to execute against our solution-oriented sales approach. In addition, we continued to focus on customer engagement to drive best-in-class customer satisfaction scores.
ClearanceJobs ClearanceJobs is the leading online career community dedicated to connecting security-cleared professionals with employers in a secure and private environment to fill the jobs that safeguard our nation. Authorized U.S. government contractors, federal agencies, national laboratories and universities utilize ClearanceJobs to quickly and easily find candidates with specific, active or current security clearance requirements in a range of disciplines.
Authorized U.S. government contractors, federal agencies, national laboratories and universities utilize ClearanceJobs to quickly and easily find candidates with specific, active or current security clearance requirements in a range of disciplines.
Marketing supports the entire customer journey, from problem and brand/product awareness to affinity and consideration, intent and purchase, and onboarding. Marketing initiatives include advertising, thought leadership, content marketing, media relations, social media, email campaigns and participation in industry events. We measure success through lead volume and quality, lead-to-revenue metrics, brand awareness, consideration and product usage, traffic and content engagement.
Marketing initiatives include advertising, thought leadership, content marketing, media relations, social media, email campaigns and participation in industry events. We measure success through lead volume and quality, lead-to-revenue metrics, brand awareness, consideration and product usage, traffic and content engagement. We sell our products and services primarily through our direct sales force and agency partner channel.
We measure success through goals related to brand awareness, consideration and product usage, traffic, new and updated consumer profiles, and applications to job postings. 10 Table of Contents For customers, our marketing and sales teams work in lockstep to develop new customer relationships and maintain high customer satisfaction. Customer marketing efforts range from creating and capturing demand to retention-focused activities.
For customers, our marketing and sales teams work in lockstep to develop new customer relationships and maintain high customer satisfaction. Customer marketing efforts range from creating and capturing demand to retention-focused activities. Marketing supports the entire customer journey, from problem and brand/product awareness to affinity and consideration, intent 10 Table of Contents and purchase, and onboarding.
(2) For a description of these non-GAAP measures and reasons why management believes they provide useful information to investors, please see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations, Non-GAAP Financial Measures” located elsewhere in this report. 5 Table of Contents 2023 Highlights In 2023, DHI focused its efforts on operating effectively and efficiently while continuing to strengthen its industry-leading product offerings expertly helping employers find, attract and hire top tech talent, and assisting technology professionals with managing their careers amidst ongoing uncertainty in the economy impacting tech hiring.
(2) For a description of these non-GAAP measures and reasons why management believes they provide useful information to investors, please see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations, Non-GAAP Financial Measures” located elsewhere in this report. 5 Table of Contents 2024 Highlights Given the lessened demand for hiring tech professionals, we focused our attention on improving our users' experience and on improving our profitability.
In 2023, Dice released a number of features to expand the marketplace and create higher engagement between employers and tech candidates on the platform . We expect these changes to transform the way our stakeholders use Dice and to drive results as adoption increases. Investing in functional excellence and product innovation.
In 2024, Dice leveraged its All Jobs strategy to increase job volume for professionals, released a number of features to expand the marketplace and create higher engagement between employers and tech candidates on the platform . Investing in functional excellence and product innovation.
Additionally, the Company re-opened a larger office in New York City to support its vibrant sales team and recently moved to a new modern office space in Des Moines, Iowa to further establish its hybrid work environment and foster its culture of collaboration. 6 Table of Contents Company Profile DHI was incorporated in Delaware on June 28, 2005 and is a leading provider of artificial intelligence-powered software products, online tools and services to deliver career marketplaces to candidates and employers globally.
(2) Leverage Ratio, as defined in the Company's credit agreement, is computed by dividing debt by Adjusted EBITDA. 6 Table of Contents Company Profile DHI was incorporated in Delaware on June 28, 2005 and is a leading provider of artificial intelligence-powered software products, online tools and services to deliver career marketplaces to candidates and employers globally.
Recruitment packages 2 and career events ClearanceJobs 21 Security-cleared professionals Recruitment packages 2 1 Includes Career Events 2 Recruitment packages are subscription based products that provide access to our candidate profiles and/or the ability to post jobs. Dice has been a go-to destination for technology and engineering talent in the United States for over 30 years.
Recruitment packages 1 1 Recruitment packages are subscription based products that provide access to our candidate profiles and/or the ability to post jobs. ClearanceJobs ClearanceJobs is the leading online career community dedicated to connecting security-cleared professionals with employers in a secure and private environment to fill the jobs that safeguard our nation.
The candidate-employer relationship has changed, with the balance of power shifting towards the candidates. As more companies leverage technology to advance their business, employers will increasingly need to hire tech talent to compete. According to analysis from the U.S.
We believe that there are five major trends that will continue to shape demand for talent acquisition services: • Greater competition for professional talent . As more companies leverage technology to advance their business, employers will increasingly need to hire tech talent to compete. According to analysis from the U.S.
Net income and diluted earnings per share for the year ended December 31, 2022 includes the net positive impact of income from investments, proceeds from settlement, impairments and severance and related costs, all net of tax, and discrete tax items of $1.9 million, or $0.04 per share.
(1) For the year ended December 31, 2024, net income and diluted earnings per share includes the net negative impact of non cash stock-based compensation, restructuring, impairment, gain on investment and severance, professional fees and related costs of $11.2 million ($8.5 million net of tax), and discrete tax items of $2.3 million resulting in a net negative impact of $10.8 million, or $0.23 per diluted share.
For example, as of December 2023, the seasonally unadjusted U.S. unemployment rate was 2.3% for computer-related occupations as compared to the overall national average of 3.7%, seasonally adjusted. We believe that there are five major trends that will continue to shape demand for talent acquisition services: • Greater competition for professional talent .
We also believe that certain industries that employ highly-skilled and highly-paid professionals will experience particularly strong demand for effective recruiting solutions due to the scarcity of such professionals. For example, as of December 2024, the seasonally unadjusted U.S. unemployment rate was 2.0% for computer-related occupations as compared to the overall national average of 4.1%, seasonally adjusted.
These efforts include digital advertising, search engine marketing, content marketing, email marketing, social media and influencer marketing.
These efforts include digital advertising, search engine marketing, content marketing, email marketing, social media and influencer marketing. We measure success through goals related to brand awareness, consideration and product usage, traffic, new and updated consumer profiles, and applications to job postings.
Dice and ClearanceJobs 2023 revenue renewal rates remained strong at 85% and 95%, respectively, while retention rates for the year were 101% for Dice and 111% for ClearanceJobs, demonstrating larger more stable clients continue to find value in our services. Our churn continued to be isolated to smaller clients with less than $10,000 in annual spend.
ClearanceJobs and Dice revenue renewal rates were 95% and 78%, respectively, while retention rates for the year were solid at 111% for ClearanceJobs and 98% for Dice. Our churn is attributable to smaller customers, rather than larger established firms.
Specifically, in 2023 the Company released a number of products to help employers find tech candidates and to help technologists further their careers. At Dice these products include: Premium Enhanced Company Profile, Dice Remote and Company Preferences, Dice Invite to Apply, Dice Matchscore on Jobs, Dice Connections, SMS Notifications, and Company Search.
Specifically, in 2024 the Company released a number of products to help employers find tech candidates and to help technologists further their careers. At ClearanceJobs these products include: ClearanceJobs Live Stream video content for the cleared community and ClearanceJobs Pulse newsfeed, promoting professionals' status updates and in-platform social engagement.
(in thousands) FY 2023 FY 2022 Change Revenues $ 151,878 $ 149,680 1 % Operating income $ 6,288 $ 5,560 13 % Income before income taxes $ 3,622 $ 3,597 1 % Net income (1) $ 3,491 $ 4,176 (16) % Diluted earnings per share (1) $ 0.08 $ 0.09 (11) % Net cash flows from operating activities $ 21,345 $ 36,035 (41) % Adjusted EBITDA (2) $ 36,254 $ 30,950 17 % Adjusted EBITDA Margin (2) 24 % 21 % n.m.
Diluted earnings per share (1) $ 0.01 $ 0.08 (88) % Net cash flows from operating activities $ 21,045 $ 21,345 (1) % Adjusted EBITDA (2) $ 35,313 $ 36,254 (3) % Adjusted EBITDA Margin (2) 25 % 24 % n.m.
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Despite the weak demand environment, DHI continued to grow revenue, albeit at a reduced 1% rate. More importantly, DHI managed expenses carefully, which drove Adjusted EBITDA margin from 21% in 2022 to 24% in 2023.
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(in thousands) FY 2024 FY 2023 Change Revenues $ 141,926 $ 151,878 (7) % Operating income $ 6,325 $ 6,288 1 % Income before income taxes $ 2,950 $ 3,622 (19) % Net income (1) $ 253 $ 3,491 (93) % Net income margin — % 2 % n.m.
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Dice delivered multiple product releases enhancing the client and technologist experience and ClearanceJobs added the community engagement features of a social network for its security cleared professionals to create even higher levels of engagement. DHI also won several employer branding awards, demonstrating its commitment to a vibrant and engaged culture.
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Additionally, our two brands, ClearanceJobs and Dice, introduced a number of new products to increase engagement and connections between candidates and recruiters. In recognition of DHI's culture of caring for employees, the Company received several employer awards. Financial Performance DHI’s revenue and customer count has tracked the overall demand for tech talent over the past two years.
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Stable Financial Performance Despite the over 40% down shift in tech job postings this past year due to the uncertain economic environment, DHI achieved 1% year over year revenue growth.
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Revenue in 2024 declined by 7% year over year. The number of new tech job postings did inflect, however, and grew slowly in the latter part of 2024. With that shift we believe DHI will return to revenue growth over time.
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We believe that as the demand for technology professionals normalizes, DHI will return to a higher growth rate, especially given the interest in Artificial Intelligence (AI) skills that are expected to define this decade.
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DHI Group's net income margin decreased from 2% in 2023 to 0% in 2024 while Adjusted EBITDA margin 1 improved from 24% in 2023 to 25% in 2024. In addition, DHI's capitalized development costs, which are included in purchases of fixed assets, declined $3.9 million in 2024 to $12.5 million.
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DHI also improved its Adjusted EBITDA Margin to 24% while continuing to invest in future growth for when the economy stabilizes. Recognizing the continued risks inherent in the economy, the company is favoring lower debt in the current environment. Cash was $4.2 million at the end of 2023 and total debt was $38.0 million under our $100 million facility.
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We are committed to balancing profitability and cash flow with the need to invest in innovation. Recognizing the continued risks inherent in the economy, the Company reduced its debt $6.0 million during 2024 to $32 million outstanding under our $100 million credit facility. This resulted in a leverage ratio 2 of 0.9 times annual adjusted EBITDA.
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Leading Engagement for Tech/Cleared Candidates Dice’s Match AI algorithms continued to improve this year, driven by years of training on job postings and candidate profiles to validate a tech professional's skills and experience.
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Cash was $3.7 million at year end. Engaging with tech and security-cleared candidates As part of its “All Jobs” initiative, Dice sold a number of services in a bundled format including the opportunity for clients to post all their jobs without limitation with us.
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Dice’s new Connections feature encourages technology candidates and recruiters to form connections through respective profiles and view these connections in a network dashboard, helping recruiters build a pipeline of relevant candidates and allowing tech professionals to engage with companies of interest.
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As a result, we increased job volumes for technology professionals, strengthening the value proposition that Dice is the go-to-platform for advancing a tech career. As a recognition of the importance of the increasing use of mobile phones in customers' business lives, we launched Dice Recruiter 1.0, the brand’s first mobile app for employers.
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Both Dice and ClearanceJobs released the “Expressed Interest” feature allowing candidates to show interest in a job posting short of filling out a lengthy job application. This feature has already been used hundreds of thousands of times since it launched in March 2023.
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This iOS app helps recruiters stay connected with top tech talent even when on the go. ClearanceJobs Live brings live streaming video content to the cleared community. This allows recruiters a myriad of new ways to engage passive talent.
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ClearanceJobs released its first native mobile app allowing candidates to engage in their search process on a smartphone device. Inspired and Respected Place to Work We firmly believe that the success of our company starts with our culture and ability to attract and retain great team members.
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Dice launched an alpha version of its new webstore that allows recruiters to purchase individual Dice services short of a subscription without engaging with a sales-person. We believe that this experience with Dice services reinforces the brand’s value proposition and will provide new growth for the platform.
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For the second time, DHI was certified as Great Place to Work®, it ranked 47th on Newsweek’s list of Top 100 Most Loved Workplaces for 2023 and was named as a Fast Company Best Workplace for Innovators in 2023.
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An empowered and inspired team Company culture is a foundation for employee, organizational and overall success, fostering an environment where people feel valued and motivated.
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ClearanceJobs had approximately 55,000 job postings as of December 31, 2023 and during 2023, ClearanceJobs had, on average, 750,000 monthly users. Our Industry We primarily operate in the talent discovery and acquisition segment of the broader market for human capital management services through career sites for technology professionals.
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In recognition of DHI’s culture of inclusivity, the Company received several employer awards including earning a Great Place to Work® certification for the third year in a row, landing #49 on Newsweek’s list of America’s Most Loved Workplaces, and earning a Best Company to Work for from U.S. News & World Report.
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In addition, we continued to focus on customer engagement to drive best-in-class customer satisfaction scores. As of December 31, 2023, we employed 177 sales and support personnel in the United States.
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Employees specifically appreciate the CEO, the environment for LGBTQIA+ team members as well as the attention to benefits for Parents and Caregivers. We ended the year with a voluntary employee turnover rate of 5.7%, well below industry averages.
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The application of laws and regulations affecting online business to our products and services is often unclear, and these laws and how various jurisdictions interpret these laws continue to evolve. Compliance with these laws may be expensive and could harm our business.
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(1) For a description of these non-GAAP measures and reasons why management believes they provide useful information to investors, please see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations, Non-GAAP Financial Measures” located elsewhere in this report.
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ClearanceJobs had approximately 56,000 job postings as of December 31, 2024 and during 2024, ClearanceJobs had, on average, 1.1 million monthly users. 7 Table of Contents Dice has been a go-to destination for technology and engineering talent in the United States for almost 35 years.
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At Dice these products include: Dice Recruiter 1.0, the brand's first mobile app for employers, Top Resume integration, providing tech professionals a free resume evaluation when they update their Dice profile, Discover Companies, an experience that enables technologists to easily discover companies that align with their preferences as they consider their next career move, as well as an alpha version of Dice's new webstore.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeMost of our revenues are generated by the fees we earn from our customers who purchase recruitment packages. Our growth depends on our ability to retain our existing recruitment package customers and to increase the number of customers who purchase recruitment packages, as well as introduce new pricing options.
Biggest changeOur growth depends on our ability to retain our existing recruitment package customers and to increase the number of customers who purchase recruitment packages, as well as introduce new pricing options. Any of our customers may decide not to continue to use our services in favor of alternate services, lack of need, or because of budgetary constraints or other reasons.
As a result, they may be in a position to respond more quickly to new or emerging technologies and changes in customer requirements, and to develop and promote their products and services more effectively than we can.
As a result, they may be in a position to respond more quickly to new or emerging technologies and changes in customer requirements, and to develop and promote their products and services more effectively than we can.
We may not be able to adapt to such technological changes or offer new products on a timely or cost-effective basis or establish or maintain competitive positions.
We may not be able to adapt to such technological changes or offer new products on a timely or cost-effective basis or establish or maintain competitive positions.
We believe that establishing and maintaining the identity of our brands, Dice and ClearanceJobs, is critical in attracting and maintaining the number of professionals and customers using our services, and that the importance of brand recognition will increase due to the growing number of services similar to ours and relatively low barriers to entry.
We believe that establishing and maintaining the identity of our brands, ClearanceJobs and Dice, is critical in attracting and maintaining the number of professionals and customers using our services, and that the importance of brand recognition will increase due to the growing number of services similar to ours and relatively low barriers to entry.
If our development efforts fail to facilitate such activities on our web properties, the level of user engagement and interaction will not increase and may decline. Even if we succeed in 18 Table of Contents facilitating such activities on our sites, there can be no assurance that such improvements will be deployed in a timely or cost-effective manner.
If our development efforts fail to facilitate such activities on our web properties, the level of user engagement and interaction will not increase and may decline. Even if we succeed in facilitating such activities on our sites, there can be no assurance that such improvements will be deployed in a timely or cost- 18 Table of Contents effective manner.
Our indebtedness could limit 19 Table of Contents our ability to: obtain necessary additional financing for working capital, capital expenditures or other purposes in the future; plan for, or react to, changes in our business and the industries in which we operate; make future acquisitions or pursue other business opportunities; or react in an extended economic downturn.
Our indebtedness could limit our ability to: obtain necessary additional financing for working capital, capital expenditures or other purposes in the future; 19 Table of Contents plan for, or react to, changes in our business and the industries in which we operate; make future acquisitions or pursue other business opportunities; or react in an extended economic downturn.
If we fail to manage our technical operations infrastructure, our existing customers may experience services outages, and our new customers may experience delays in the deployment of our solution. We derive almost all of our revenues from the purchase of recruitment products, packages, services and employment advertising offered on our Dice and ClearanceJobs websites.
If we fail to manage our technical operations infrastructure, our existing customers may experience services outages, and our new customers may experience delays in the deployment of our solution. We derive almost all of our revenues from the purchase of recruitment products, packages, services and employment advertising offered on our ClearanceJobs and Dice websites.
Our Dice and ClearanceJobs website applications utilize cloud computing technology. It is hosted pursuant to service agreements on technology platforms by third-party service providers, primarily through AWS. We do not control the operation of these providers or their facilities, and the facilities are vulnerable to damage, interruption or misconduct.
Our ClearanceJobs and Dice website applications utilize cloud computing technology. It is hosted pursuant to service agreements on technology platforms by third-party service providers, primarily through AWS. We do not control the operation of these providers or their facilities, and the facilities are vulnerable to damage, interruption or misconduct.
Even if we are successful in making an acquisition, we may encounter numerous risks, including the following: • expenses, delays and difficulties in integrating the operations, technologies and products of acquired companies; • potential disruption of our ongoing operations; • diversion of management’s attention from normal daily operations of our business; • inability to maintain key business relationships and the reputations of acquired businesses; • the difficulty of integrating acquired technology and rights into our services and unanticipated expenses related to such integration; • the impairment of relationships with customers and partners of the acquired companies or our customers and partners as a result of the integration of acquired operations; 17 Table of Contents • the impairment of relationships with employees of the acquired companies or our employees as a result of integration of new management personnel; • entry into markets in which we have limited or no prior experience and in which our competitors have stronger market positions; • dependence on unfamiliar employees, affiliates and partners; • the amortization of acquired companies’ intangible assets; • insufficient revenues to offset increased expenses associated with the acquisition; • inability to maintain our internal standards, controls, procedures and policies; • reduction or replacement of the sales of existing services by sales of products and services from acquired business lines; • potential loss of key employees of the acquired companies; • difficulties integrating the personnel and cultures of the acquired companies into our operations; and • the impact of potential liabilities or unknown liabilities of the acquired businesses.
Even if we are successful in making an acquisition, we may encounter numerous risks, including the following: • expenses, delays and difficulties in integrating the operations, technologies and products of acquired companies; • potential disruption of our ongoing operations; • diversion of management’s attention from normal daily operations of our business; • inability to maintain key business relationships and the reputations of acquired businesses; • the difficulty of integrating acquired technology and rights into our services and unanticipated expenses related to such integration; • the impairment of relationships with customers and partners of the acquired companies or our customers and partners as a result of the integration of acquired operations; • the impairment of relationships with employees of the acquired companies or our employees as a result of integration of new management personnel; 17 Table of Contents • entry into markets in which we have limited or no prior experience and in which our competitors have stronger market positions; • dependence on unfamiliar employees, affiliates and partners; • the amortization of acquired companies’ intangible asset; • insufficient revenues to offset increased expenses associated with the acquisition; • inability to maintain our internal standards, controls, procedures and policies; • reduction or replacement of the sales of existing services by sales of products and services from acquired business lines; • potential loss of key employees of the acquired companies; • difficulties integrating the personnel and cultures of the acquired companies into our operations; and • the impact of potential liabilities or unknown liabilities of the acquired businesses.
However, we cannot assure you that any of these senior managers or others will remain with us or that they will not compete with us in the event they cease to be employees, which could have a material adverse effect on our business, results of operations, financial condition and liquidity.
However, we cannot assure that any of these senior managers or others will remain with us or that they will not compete with us in the event they cease to be employees, which could have a material adverse effect on our business, results of operations, financial condition and liquidity.
In addition, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights in Internet related businesses are uncertain and evolving, and we cannot assure you of the future viability or value of any of our proprietary rights. Others may develop technologies similar or superior to our technology.
In addition, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights in Internet related businesses are uncertain and evolving, and we cannot assure the future viability or value of any of our proprietary rights. Others may develop technologies similar or superior to our technology.
For example, California adopted the CCPA, which became effective on January 1, 2020 and was recently replaced and expanded upon by the CPRA, which was enacted on November 3, 2020 and went into effect on January 1, 2023.
For example, California adopted the CCPA, which became effective on January 1, 2020 and was replaced and expanded upon by the CPRA, which was enacted on November 3, 2020 and went into effect on January 1, 2023.
We compete with generalist job boards, some of which have substantially greater resources and brand recognition than we do, such as CareerBuilder, Monster.com, Indeed, ZipRecruiter, and Seek, which, unlike specialist job boards, permit customers to enter into a single contract to find professionals across multiple occupational categories and attempt to fill all of their hiring needs through a single website, as well as job 15 Table of Contents boards focused specifically on the industries we service, such as Stack Overflow and Upwork.
We compete with generalist job boards, some of which have substantially greater resources and brand recognition than we do, such as CareerBuilder, Monster.com, Indeed, ZipRecruiter, and Seek, which, unlike specialist job boards, permit customers to enter into a single contract to find professionals across multiple occupational categories and attempt to fill all of their hiring needs through a single website, as well as job boards focused specifically on the industries we service, such as Stack Overflow and Upwork.
If an economic environment similar to those experienced during 2008 and 2009 returns, or if the environment we experienced in 2023 continues, our ability to generate revenue may be adversely affected. In addition, the general level of economic activity in the regions and industries in which we operate significantly affects demand for our services.
If an economic environment similar to those experienced during 2008 and 2009 returns, or if the environment we experienced in 2024 continues, our ability to generate revenue may be adversely affected. In addition, the general level of economic activity in the regions and industries in which we operate significantly affects demand for our services.
We also own a number of registered or applied-for trademarks and service marks that we use in connection with our business, including both plain text and stylized DICE and CLEARANCEJOBS.COM as well as stylized DHI, and the stylized "D" utilized on Dice social media.
We also own a number of registered or applied-for trademarks and service marks that we use in connection with our business, including both plain text and stylized CLEARANCEJOBS.COM and DICE as well as stylized DHI, the stylized "D" utilized on Dice social media and both plain and colorized ClearanceJobs logs.
Developing, testing and deploying third-party AI systems may also increase the cost profile of our product offerings due to the nature of the computing costs involved in such systems, which could impact our project margin and adversely affect our business and operating results.
Developing, testing and deploying third-party AI systems may also increase the cost profile of our product offerings due to the nature of the computing costs involved in such systems, which could impact our profit margin and adversely affect our business and operating results.
Regulatory Risks We may be liable with respect to the collection, storage, and use of the personal and professional information of the professionals who use our websites and our current practices may not be in compliance with proposed new laws and regulations.
Regulatory Risks We may be liable with respect to the collection, storage, and use of the personal and professional information of the professionals who use our websites and mobile apps and our current practices may not be in compliance with proposed new laws and regulations.
We also may compete with newspaper and magazine publishers, as well as national and regional advertising agencies, executive search firms and search and selection firms that carry classified advertising, many of whom have developed, begun developing or acquired new media capabilities, such as recruitment websites, or have recently partnered with generalist job boards.
We also may compete with newspaper and magazine publishers, as well as national and regional advertising agencies, executive search firms and search and selection firms that carry classified advertising, many of whom have developed, begun developing or acquired new media 15 Table of Contents capabilities, such as recruitment websites, or have recently partnered with generalist job boards.
If users do not perceive our existing career and recruiting services to be of high quality, or if we introduce new services or enter into new ventures that are not favorably received by users, the uniqueness of our brands could be diminished 16 Table of Contents and accordingly the attractiveness of our websites to professionals and customers could be reduced.
If users do not perceive our existing career and recruiting services to be of high quality, or if we introduce new services or enter into new ventures that are not favorably received by users, the uniqueness of our brands could be diminished and accordingly the attractiveness of our websites to professionals and customers could be reduced.
In seeking to protect our marks, copyrights, domain names and other intellectual property rights, or in defending ourselves against claims of infringement or non-compliance that may or may not be without merit, we could face costly litigation and the diversion of our management’s attention and resources.
In 28 Table of Contents seeking to protect our marks, copyrights, domain names and other intellectual property rights, or in defending ourselves against claims of infringement or non-compliance that may or may not be without merit, we could face costly litigation and the diversion of our management’s attention and resources.
Further, there can be no assurance of the extent to which our commitment will be achieved, or that any future investments we make in furtherance of achieving such target and goal will meet investor 28 Table of Contents expectations or legal standards, if any, regarding sustainability performance.
Further, there can be no assurance of the extent to which our commitment will be achieved, or that any future investments we make in furtherance of achieving such target and goal will meet investor expectations or legal standards, if any, regarding sustainability performance.
The effects of climate change, natural disasters such as earthquakes, hurricanes, tsunamis, or other adverse weather and climate conditions, and public health issues like the COVID-19 pandemic, whether occurring in the U.S. or abroad, and the consequences and effects thereof, have in the past and could in the future harm or disrupt our operations or the operations of our customers, or result in economic instability that may negatively impact our operating results and financial condition.
The effects of climate change, natural disasters such as earthquakes, hurricanes, tsunamis, or other adverse weather and climate conditions, and public health issues whether occurring in the U.S. or abroad, and the consequences and effects thereof, have in the past and could in the future harm or disrupt our operations or the operations of our customers, or result in economic instability that may negatively impact our operating results and financial condition.
Social and professional networking sites, such as LinkedIn, Facebook, Twitter and Google compete with us in providing professional services.
Social and professional networking sites, such as LinkedIn, Facebook, X and Google compete with us in providing professional services.
A write-off of all or a part of our goodwill and intangible assets would hurt our operating results. We have significant intangible assets and goodwill. As of December 31, 2023, we had $128.1 million and $23.8 million of goodwill and acquired intangible assets, respectively, on our balance sheet, which represented approximately 57% and 11%, respectively, of our total assets.
A write-off of all or a part of our goodwill and intangible asset would hurt our operating results. We have significant intangible assets and goodwill. As of December 31, 2024, we had $128.1 million and $23.8 million of goodwill and acquired intangible assets, respectively, on our balance sheet, which represented approximately 58% and 11%, respectively, of our total assets.
Factors that may contribute to the variability of our operating results include: • the size and seasonal variability of our customers’ recruiting and marketing budgets; • the emergence of new competitors in our market whether by established companies or the entrance of new companies; • the cost of investing in our technology infrastructure may be greater than we anticipate; • our ability to increase our customer base and customer and professional engagement; • disruptions or outages in the availability of our websites, actual or perceived breaches of privacy and compromises of our customers’ or professionals’ data; • changes in our pricing policies or those of our competitors; • macroeconomic changes, in particular, deterioration in labor markets, which would adversely impact sales of our hiring solutions, or economic growth that does not lead to job growth; • costs associated with data security which is becoming increasingly complex; • the timing and costs of expanding our organization and delays or inability in achieving expected productivity; • the timing of certain expenditures, including hiring of employees and capital expenditures; • our ability to increase sales of our products and solutions to new customers and expand sales of additional products and solutions to our existing customers; • the extent to which existing customers renew their agreements with us and the timing and terms of those renewals; and • general industry and macroeconomic conditions. 26 Table of Contents Actions of activist shareholders could cause us to incur substantial costs, divert management's attention and resources, and have an adverse effect on our business.
Factors that may contribute to the variability of our operating results include: • the size and seasonal variability of our customers’ recruiting and marketing budgets; • the emergence of new competitors in our market whether by established companies or the entrance of new companies; • the cost of investing in our technology infrastructure may be greater than we anticipate; • our ability to increase our customer base and customer and professional engagement; • disruptions or outages in the availability of our websites, actual or perceived breaches of privacy and compromises of our customers’ or professionals’ data; • changes in our pricing policies or those of our competitors; • macroeconomic changes, in particular, deterioration in labor markets, which would adversely impact sales of our hiring solutions, or economic growth that does not lead to job growth; • costs associated with data security which is becoming increasingly complex; • the timing and costs of expanding our organization and delays or inability in achieving expected productivity; • the timing of certain expenditures, including hiring of employees and capital expenditures; • our ability to increase sales of our products and solutions to new customers and expand sales of additional products and solutions to our existing customers; • the extent to which existing customers renew their agreements with us and the timing and terms of those renewals; and 26 Table of Contents • general industry and macroeconomic conditions.
As of December 31, 2023, we had $38.0 million in total indebtedness with additional borrowing capacity of $62.0 million, 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.
As of December 31, 2024, we had $32.0 million in total indebtedness with additional borrowing capacity of $56.0 million, 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.
If the need for technology professionals decreases, whether because there is reduced demand for technologists by our customers, as a result of macroeconomic conditions affecting their businesses, the aforementioned layoffs, reductions in hiring or otherwise, our ability to sell recruitment packages to our customers may be adversely impacted.
For example, in 2024 several large technology companies underwent planned layoffs. If the need for technology professionals decreases, whether because there is reduced demand for technologists by our customers, as a result of macroeconomic conditions affecting their businesses, the aforementioned layoffs, reductions in hiring or otherwise, our ability to sell recruitment packages to our customers may be adversely impacted.
Dice recruitment package customers at December 31, 2023, 2022, and 2021 were 5,492, 6,311, and 6,004, respectively, while ClearanceJobs recruitment package customers at December 31, 2023, 2022, and 2021 were 2,055, 2,064, and 1,878, respectively. If we fail to attract qualified professionals to our websites or grow the number of qualified professionals who use our websites, our revenues could decline.
ClearanceJobs recruitment package customers at December 31, 2024, 2023, and 2022 were 1,949, 2,055, and 2,064, respectively, while, Dice recruitment package customers at December 31, 2024, 2023, and 2022 were 4,711, 5,492, and 6,311, respectively. If we fail to attract qualified professionals to our websites or grow the number of qualified professionals who use our websites, our revenues could decline.
As of December 31, 2023, we had $38.0 million of outstanding indebtedness under our credit agreement dated June 10, 2022 (the “Credit Agreement”) and the facility provides capacity for us to borrow an additional $62.0 million, subject to the terms of the Credit Agreement.
As of December 31, 2024, we had $32.0 million of outstanding indebtedness under our credit agreement dated June 10, 2022 (the “Credit Agreement”) and the facility provides capacity for us to borrow an additional $56.0 million, subject to the terms of the Credit Agreement.
For example, in 2023, employers reduced or postponed their recruiting efforts, including their recruitment of professionals in the technology industry. As of December 2023, the seasonally unadjusted U.S. unemployment rate was 2.3% for computer-related occupations as compared to the overall national average of 3.7%, seasonally adjusted.
For example, in 2024, employers reduced or postponed their recruiting efforts, including their recruitment of professionals in the technology industry. As of December 2024, the seasonally unadjusted U.S. unemployment rate was 2.0% for computer-related occupations as compared to the overall national average of 4.1%, seasonally adjusted.
If we enable or offer AI solutions that have unintended consequences or are controversial 20 Table of Contents because of their impact on human rights, privacy, employment, or other social, economic, or political issues, we may experience brand or reputational harm.
Some AI scenarios present ethical issues or may have broad impacts on society. If we enable or offer AI solutions that have unintended consequences or are controversial because of their 20 Table of Contents impact on human rights, privacy, employment, or other social, economic, or political issues, we may experience brand or reputational harm.
If we cannot provide high quality career services, fail to protect, promote and maintain our brands or incur excessive expenses in an attempt to improve our career services or promote or maintain our brands, our business, results of operations, financial condition and liquidity could be materially adversely affected. Our business is largely based on customers who purchase recruitment packages.
If we cannot provide high quality career services, fail to protect, promote and maintain our brands or incur excessive expenses 16 Table of Contents in an attempt to improve our career services or promote or maintain our brands, our business, results of operations, financial condition and liquidity could be materially adversely affected.
In the event an impairment is identified again in the future, a charge to earnings would be recorded. Although it would not affect our cash flow or liquidity position, a write-off in future periods of all or a part of our goodwill or intangible asset would have a material adverse effect on our overall results of operations. See Item 7.
Although it would not affect our cash flow or liquidity position, a write-off in future periods of all or a part of our goodwill or intangible asset would have a material adverse effect on our overall results of operations. See Item 7.
General Risk Factors If we fail to attract or retain key executives and personnel, there could be a material adverse effect on our business. Our performance is substantially dependent on the performance of senior management and key technical personnel. We have employment agreements, which include non-compete provisions, with all members of senior management and certain key technical personnel.
General Risk Factors If we fail to attract or retain key executives and personnel, there could be a material adverse effect on our business. Our performance is substantially dependent on the performance of senior management and key technical personnel.
The landscape related to ESG regulation, compliance, and reporting is constantly evolving, including expanding in scope and complexity. For example, the SEC has proposed rule changes that would require significantly increased disclosures related to climate change.
The landscape related to ESG regulation, compliance, and reporting is constantly evolving, including expanding in scope and complexity. For example, the SEC has proposed rule changes that would require significantly increased disclosures related to climate change but those rules have been stayed pending judicial review and there is uncertainty regarding any outcome.
We may experience significant future increases in the costs associated with regulatory compliance for ESG matters, including fees, licenses, and reporting to meet environmental regulatory requirements, as well as to address other regulations, standards, frameworks, and ratings from various governmental entities and other stakeholders or activist campaigns. Public health issues may arise and have an adverse impact on our business.
We may experience significant future increases in the costs associated with regulatory compliance for ESG matters, including fees, licenses, and reporting to meet environmental regulatory requirements, as well as to address other regulations, standards, frameworks, and ratings from various governmental entities and other stakeholders or activist campaigns. 29 Table of Contents Item 1B. Unresolved Staff Comments None.
Any failure to increase or maintain the number of customers who purchase recruitment packages could adversely impact our revenues. Our customers typically include recruiters, staffing firms, consulting firms and direct hiring companies. Customers can choose to purchase recruitment packages, classified postings, advertisements, or career fair and recruitment event booth rentals.
Our business is largely based on customers who purchase recruitment packages. Any failure to increase or maintain the number of customers who purchase recruitment packages could adversely impact our revenues. Our customers typically include recruiters, staffing firms, consulting firms and direct hiring companies.
We have been the subject of activity by activist shareholders in the past and shareholder activism generally is increasing. Responding to shareholder activism can be costly and time-consuming, disrupt our operations, and divert the attention of management and our employees from our strategic initiatives.
Responding to shareholder activism can be costly and time-consuming, disrupt our operations, and divert the attention of management and our employees from our strategic initiatives.
Risks Related to Our Technology Issues in the development and use of artificial intelligence ("AI") may result in reputational harm or liability . We continue to incorporate AI into our offerings when appropriate and beneficial. This AI may be developed by the Company or others. We expect these elements of our business to grow.
Risks Related to Our Technology Issues in the development and use of artificial intelligence ("AI") may result in reputational harm or liability . We continue to incorporate AI into our offerings when appropriate and beneficial and have a company AI usage policy that details when and how AI can be utilized within our business operations.
Any of our customers may decide not to continue to use our services in favor of alternate services, lack of need, or because of budgetary constraints or other reasons. We cannot guarantee that we will be successful in continuing to attract new customers or retaining existing customers or that our future sales efforts in general will be effective.
We cannot guarantee that we will be successful in continuing to attract new customers or retaining existing customers or that our future sales efforts in general will be effective.
Content generated by AI systems may be offensive, illegal, or otherwise harmful. Ineffective or inadequate AI development or deployment practices by the Company or others could result in incidents that impair the acceptance of AI solutions or cause harm to individuals or society.
Ineffective or inadequate AI development or deployment practices by the Company or others could result in incidents that impair the acceptance of AI solutions or cause harm to individuals or society. These deficiencies and other failures of AI systems could subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm.
We envision a future in which AI's incorporation into our products helps our customers be more productive in their work. As with many innovations, AI presents risks and challenges that could affect its adoption, and therefore our business. AI algorithms may be flawed. Datasets may be insufficient or contain biased information.
As with many innovations, AI presents risks and challenges that could affect its adoption, and therefore our business. AI algorithms may be flawed. Datasets may be insufficient or contain biased information. Content generated by AI systems may be offensive, illegal, or otherwise harmful.
Based on historical trends, improvements in labor markets and the need for our services generally lag behind overall economic improvements.
Any economic downturn or recession in the United States or abroad for an extended period of time could have a material adverse effect on our business, financial condition, results of operations and liquidity. Based on historical trends, improvements in labor markets and the need for our services generally lag behind overall economic improvements.
DHI has experienced impairment charges in the past.
DHI has experienced impairment charges in the past. In the event an impairment is identified again in the future, a charge to earnings would be recorded.
Removed
For example, in 2022 and 2023 several large technology companies underwent planned layoffs.
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Customers can choose to purchase recruitment packages, classified postings, advertisements, or career fair and recruitment event booth rentals. Most of our revenues are generated by the fees we earn from our customers who purchase recruitment packages.
Removed
Most recently, during the first and third quarters of 2020, because of the impacts of the COVID-19 pandemic and its potential impact on future earnings and cash flows for the tech-focused reporting unit and those that are attributable to the Dice trademarks and brand name, the Company recorded impairment charges totaling $37.8 million.
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We maintain a policy governing AI usage that focuses on the balance between data and infrastructure security and protection and utilization of AI to enhance business objectives. We expect these elements of our business to grow. We envision a future in which AI's incorporation into our products helps our customers be more productive in their work.
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These deficiencies and other failures of AI systems could subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm. Some AI scenarios present ethical issues or may have broad impacts on society.
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We have adopted a Section 382 rights plan, which may discourage a corporate takeover. On January 28, 2025, our Board of Directors adopted the Section 382 rights plan and declared a dividend distribution of one right for each outstanding share of our common stock to stockholders of record at the close of business on February 7, 2025.
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For example, during 2020, because of the impacts of the COVID-19 pandemic and its potential impact on future earnings and cash flows for the tech-focused reporting unit and those that are attributable to the Dice trademarks and brand name, the Company recorded impairment charges totaling $37.8 million. 27 Table of Contents Any economic downturn or recession in the United States or abroad for an extended period of time could have a material adverse effect on our business, financial condition, results of operations and liquidity.
Added
Each right entitles its holder, under certain circumstances, to purchase from us one one-thousandth of a share of our Series 1 Participating Preferred Stock at an exercise price of $17.00 per right, subject to adjustment.
Removed
Global public health issues may arise and cause economic slowdowns that negatively impact our business. For example, starting in 2019 and continuing through 2020, 2021, and 2022, the spread of the COVID-19 pandemic caused an economic downturn on a global scale, as well as significant volatility in the financial markets.
Added
The Board adopted the Section 382 rights plan in an effort to protect stockholder value by attempting to safeguard our ability to use certain tax attributes, including our capital loss carryforwards. We may utilize these tax attributes in certain circumstances to offset future taxable income and reduce our income tax liability.
Removed
COVID-19 slowed recruitment activity for our businesses in 2020 and into the first half of 2021 as employers slowed hiring, which reduced our revenues and operating cash flows.
Added
Because the Section 382 rights plan could make it more expensive for a person to acquire a controlling interest in us, it could have the effect of delaying or preventing a change in control even if a change in control was in our stockholders’ interest.
Removed
Also as a result of the COVID-19 pandemic, and in an effort to protect the health and safety of our employees, we took action to adopt certain policies at our office locations, including, at times, working from home, closing of our office locations where necessary, and suspending employee travel.
Added
Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.
Removed
If a similar public health issue arose (or if there is a resurgence of COVID-19), it could negatively impact our financial performance, our business and operations, results of operations, financial condition, cash flows, liquidity and capital and financial resources. Item 1B. Unresolved Staff Comments None.
Added
Since their adoption by the Company in 2008 and 2016 respectively, our amended and restated certificate of incorporation and our second amended and restated bylaws contain provisions that could delay or prevent a change in control of our company.
Added
These provisions also could make it difficult for stockholders to elect directors who are not nominated by current members of our board of directors or to take other corporate actions, including effecting changes in our management.
Added
These provisions: • establish a classified board of directors so that not all members of our board are elected at one time; • permit only our board of directors to establish the number of directors and fill vacancies on our board; • require super-majority voting to amend some provisions in our amended and restated certificate of incorporation and second amended and restated bylaws; • eliminate the ability of our stockholders to call special meetings of stockholders; • prohibit cumulative voting; and • establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
Added
In addition, Section 203 of the Delaware General Corporation Law (DGCL) may discourage, delay or prevent a change in control of our company. Section 203 imposes certain restrictions on mergers, business combinations and other transactions between us and holders of 15% or more of our common stock.
Added
Actions of activist shareholders could cause us to incur substantial costs, divert management's attention and resources, and have an adverse effect on our business. Our shareholders may from time-to-time seek to acquire a controlling stake in the Company, engage in proxy solicitations, advance shareholder proposals or otherwise attempt to effect changes.
Added
Campaigns by shareholders to effect changes at publicly-traded companies are sometimes led by investors seeking to increase short-term shareholder value through actions such as financial restructuring, increased debt, special dividends, stock repurchases or sales of assets or the entire company.
Added
We have employment agreements, which include non-compete provisions, with all members of senior management and certain key 27 Table of Contents technical personnel.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+1 added−0 removed15 unchanged
Biggest changeThis includes existing and new cybersecurity risks, status on how management is addressing and/or mitigating those risks, cybersecurity and data privacy incidents (if any) and status on key information security initiatives. Our Board members also engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs.
Biggest changeThis includes existing and new cybersecurity risks, status on how management is addressing and/or mitigating those risks, cybersecurity and data privacy incidents (if any) and status on key information security initiatives.
We engage third-party services to assist in the scanning and testing of our web properties and cloud infrastructure. We have a retainer with a cybersecurity response organization to immediately respond 29 Table of Contents and provide professional expertise and assistance if necessary.
We engage third-party services to assist in the scanning and testing of our web properties and cloud infrastructure. We have a retainer with a cybersecurity response organization to immediately respond and provide professional expertise and assistance if necessary.
The Security Council's membership consists of the following: the Company's Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, General Counsel, Vice President of Technology, Manager of Security, and Head of Internal Audit. We also employ a Security Department responsible for cybersecurity across the organizations.
The Security Council's membership consists of the following: the Company's Chief Executive Officer, Chief Financial Officer, General Counsel, Vice President of Technology Operations, Director of Systems Engineering, and Head of Internal Audit. We also employ a Security Department responsible for cybersecurity across the organizations.
The Security Council is led by the Chief Technology Officer, Vice President of Technology, and Manager of Security, each of whom have a depth of knowledge and experience in the cyber security space.
The Security Council is led by the Vice President of Technology Operations, and Director of Systems Engineering, each of whom have a depth of knowledge and experience in the cyber security space.
Added
Our 30 Table of Contents Board members also engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed1 unchanged
Biggest changeAll of our properties are leased for our Tech-focused segment, which is our only reportable segment. We believe that our facilities are adequate for current and anticipated future use, although we may from time to time lease additional facilities as operations require.
Biggest changeAll of our properties are leased for our Tech-focused segment, which includes the ClearanceJobs and Dice businesses, and is our only reportable segment. We believe that our facilities are adequate for current and anticipated future use, although we may from time to time lease additional facilities as operations require.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 3. Legal Proceedings From time to time we may be involved in disputes or litigation relating to claims arising out of our operations. We are currently not a party to any material unrecorded pending legal proceedings. See also Note 12 of the notes to consolidated financial statements. 30 Table of Contents Item 4. Mine Safety Disclosures Not applicable.
Biggest changeItem 3. Legal Proceedings From time to time we may be involved in disputes or litigation relating to claims arising out of our operations. We are currently not a party to any material unrecorded pending legal proceedings. See also Note 12 of the notes to consolidated financial statements. Item 4. Mine Safety Disclosures Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

10 edited+1 added−2 removed4 unchanged
Biggest changeUnder each plan, management has discretion in determining the conditions under which shares may be purchased from time to time. 31 Table of Contents During the three months ended December 31, 2023, purchases of our common stock pursuant to the Stock Repurchase Plans were as follows: Period (a) Total Number of Shares Purchased [1] (b) Average Price Paid per Share [2] (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs [3] (d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1 through October 31, 2023 — $ — — $ 4,796,796 November 1 through November 30, 2023 — $ — — $ 4,796,796 December 1 through December 31, 2023 — $ — — $ 4,796,796 Total — $ — — [1] No shares of our common stock were purchased other than through a publicly announced plan or program. [2] Average price paid per share includes costs associated with the repurchases. [3] On February 9, 2023, the Company announced that its Board of Directors approved a new stock repurchase program that permits the purchase of up to $10.0 million of the Company's common stock through February 2024.
Biggest changeDuring the three months ended December 31, 2024, purchases of our common stock pursuant to the Stock Repurchase Plans were as follows: Period (a) Total Number of Shares Purchased [1] (b) Average Price Paid per Share [2] (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs [3] (d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1 through October 31, 2024 5,464 $ 1.82 — $ — November 1 through November 30, 2024 — $ — — $ — December 1 through December 31, 2024 33,117 $ 1.78 — $ — Total 38,581 — [1] Total number of shares purchased includes shares withheld to satisfy employee income tax obligations upon the vesting of stock awards. [2] Average price paid per share for shares purchased as part of a publicly announced plan or program, as applicable, includes costs associated with the repurchases. [3] On January 21, 2025, the Company announced that its Board of Directors approved a new stock repurchase program that permits the purchase of up to $5.0 million of the Company's common stock through February 2026.
(2) During the second quarter of 2021, the Company ended its $8 million stock repurchase program approved in February 2021 and allowed for the purchase of an additional $12.0 million of our common stock through June 2022, bringing total authorized purchases under the plan to $20.0 million.
(3) During the second quarter of 2021, the Company ended its $8 million stock repurchase program approved in February 2021 and allowed for the purchase of an additional $12.0 million of our common stock through June 2022, bringing total authorized purchases under the plan to $20.0 million.
The payment of any future dividends will be at the discretion of our board of directors and subject to the Credit Agreement and will depend upon, among other things, future earnings, operations, capital requirements, our general financial condition, compliance with covenants under any then-existing financing agreements, contractual restrictions and general business conditions.
The payment of any future dividends will be at the discretion of our board of directors and subject to the Credit Agreement and will depend upon, among other things, future earnings, operations, capital requirements, our general financial condition, 31 Table of Contents compliance with covenants under any then-existing financing agreements, contractual restrictions and general business conditions.
Performance Graph The following graph shows the total shareholder return of an investment of $100 in cash on December 31, 2018 through December 31, 2023 (the last trading day of our common stock on the NYSE in 2023) for (i) our common stock, (ii) the Russell 2000 and (iii) the Dow Jones Internet Composite Index, at the closing price on December 31, 2023.
Performance Graph The following graph shows the total shareholder return of an investment of $100 in cash on December 31, 2019 through December 31, 2024 (the last trading day of our common stock on the NYSE in 2024) for (i) our common stock, (ii) the Russell 2000 and (iii) the Dow Jones Internet Composite Index, at the closing price on December 31, 2024.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is listed on the NYSE under the ticker symbol “DHX”. Holders As of December 31, 2023, there were 20 stockholders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is listed on the NYSE under the ticker symbol “DHX”. Holders As of December 31, 2024, there were 19 stockholders of record of our common stock.
The performance graph is not deemed “filed” with the SEC. 32 Table of Contents Item 6. Reserved None.
The performance graph is not deemed “filed” with the SEC. Item 6. Reserved None.
The following table summarizes the stock repurchase plans approved by the board of directors over the past three fiscal years: May 2020 to May 2021 (1) February 2021 to June 2022 (2) February 2022 to February 2023 (3) February 2023 to February 2024 (4) Approval Date May 2020 February 2021 February 2022 February 2023 Authorized Repurchase Amount of Common Stock $5 million $20 million $15 million $10 million (1) During the first quarter of 2021, the Company completed its purchases under the plan, which consisted of 2.2 million shares for $5.0 million, effectively ending the plan prior to its original expiration date.
The following table summarizes the stock repurchase plans approved by the board of directors over the past three fiscal years: February 2023 to February 2024 (1) February 2022 to February 2023 (2) February 2021 to June 2022 (3) Approval Date February 2023 February 2022 February 2021 Authorized Repurchase Amount of Common Stock $10 million $15 million $20 million (1) During February 2024, the stock repurchase program approved in February 2023 expired with a total of 1.4 million shares purchased for $5.2 million.
During the first quarter of 2022, the Company completed its purchases under the plan, which consisted of approximately 4.4 million shares for $20.0 million, effectively ending the plan prior to its original expiration date. (3) During February 2023, the stock repurchase program approved in February 2022 expired with a total of 2.6 million shares purchased for $14.7 million.
During the first quarter of 2022, the Company completed its purchases under the plan, which consisted of approximately 4.4 million shares for $20.0 million, effectively ending the plan prior to its original expiration date. Under each plan, management has discretion in determining the conditions under which shares may be purchased from time to time.
(4) On February 9, 2023, the Company announced that its Board approved a new stock repurchase program that permits the purchase of up to $10.0 million of the Company's common stock through February 2024.
Subsequent to December 31, 2024, the Company's Board of directors announced a new stock repurchase program that permits the repurchase of up to $5 million of the Company's common stock through February 2026.
All values assume reinvestment of the full amount of all dividends, if any. 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 DHX $ 100.00 $ 198.03 $ 146.05 $ 410.53 $ 348.03 $ 170.39 Russell 2000 $ 100.00 $ 125.52 $ 150.58 $ 172.90 $ 137.56 $ 160.85 Dow Jones Internet Composite Index $ 100.00 $ 119.65 $ 183.07 $ 195.42 $ 106.75 $ 162.11 The returns shown on the graph do not necessarily predict future performance.
All values assume reinvestment of the full amount of all dividends, if any. 32 Table of Contents 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 DHX $ 100.00 $ 73.75 $ 207.31 $ 175.75 $ 86.05 $ 58.80 Russell 2000 $ 100.00 $ 119.96 $ 137.74 $ 109.59 $ 128.14 $ 142.93 Dow Jones Internet Composite Index $ 100.00 $ 153.00 $ 163.33 $ 89.22 $ 135.49 $ 177.06 The returns shown on the graph do not necessarily predict future performance.
Removed
The number, price, structure, and timing of the repurchases, if any, will be at our sole discretion and future repurchases will be evaluated by us depending on market conditions, liquidity needs, restrictions under the agreements governing our indebtedness, and other factors. Share repurchases may be made in the open market or in privately negotiated transactions.
Added
(2) During February 2023, the stock repurchase program approved in February 2022 expired with a total of 2.6 million shares purchased for $14.7 million.
Removed
The repurchase authorization does not oblige us to acquire any particular amount of our common stock. The Board of Directors may suspend, modify, or terminate the repurchase program at any time without prior notice.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

81 edited+29 added−11 removed48 unchanged
Biggest changeA reconciliation of Adjusted EBITDA for the years ended December 31, 2023, 2022 and 2021 follows (in thousands): Year Ended December 31, 2023 2022 2021 Reconciliation of Net Income (loss) to Adjusted EBITDA: Net income (loss) $ 3,491 $ 4,176 $ (29,742) Interest expense 3,482 1,580 748 Income tax expense (benefit) 131 (579) (629) Depreciation 16,915 17,487 16,344 Non-cash stock based compensation 9,467 9,519 7,681 Income from equity method investment (502) (1,597) (190) Proceeds from settlement — (2,061) — Gain on investments (614) (320) (1,198) Impairment of right-of-use asset — — 1,919 Impairment of investment 300 2,300 — Severance and related costs 1,167 445 1,969 Loss on discontinued operations, net of tax — — 29,340 Restructuring 2,417 — — Other — — (80) Adjusted EBITDA $ 36,254 $ 30,950 $ 26,162 Reconciliation of Operating Cash Flows to Adjusted EBITDA: Net cash provided by operating activities $ 21,345 $ 36,035 $ 28,581 Interest expense 3,482 1,580 748 Amortization of deferred financing costs (145) (146) (147) Income tax expense (benefit) 131 (579) (629) Deferred income taxes 3,301 3,800 569 Change in accrual for unrecognized tax benefits (263) 16 156 Change in accounts receivable 1,398 2,109 1,102 Change in deferred revenue 893 (4,718) (10,075) Discontinued operations results — — (3,593) Severance and related costs 1,167 445 1,969 Restructuring 2,417 — — Changes in working capital and other 2,528 (7,592) 7,481 Adjusted EBITDA $ 36,254 $ 30,950 $ 26,162 44 Table of Contents A reconciliation of Adjusted EBITDA Margin for the years ended December 31, 2023, 2022 and 2021 follows (in thousands, except percentages): Year Ended December 31, 2023 2022 2021 Revenues $ 151,878 $ 149,680 $ 119,903 Net income (loss) $ 3,491 $ 4,176 $ (29,742) Net income (loss) margin (1) 2 % 3 % (25) % Adjusted EBITDA $ 36,254 $ 30,950 $ 26,162 Adjusted EBITDA Margin (1) 24 % 21 % 22 % (1) Net income (loss) margin and Adjusted EBITDA Margin are calculated by dividing the respective measure by that period's revenues.
Biggest changeA reconciliation of Adjusted EBITDA for the years ended December 31, 2024, 2023 and 2022 follows (in thousands): 44 Table of Contents Year Ended December 31, 2024 2023 2022 Reconciliation of Net Income to Adjusted EBITDA: Net income $ 253 $ 3,491 $ 4,176 Interest expense 3,200 3,482 1,580 Income tax expense (benefit) 2,697 131 (579) Depreciation 17,972 16,915 17,487 Non-cash stock based compensation 8,063 9,467 9,519 Income from equity method investment (225) (502) (1,597) Proceeds from settlement — — (2,061) Gain on investments — (614) (320) Impairment of investment 400 300 2,300 Severance, professional fees and related costs 1,842 1,167 445 Restructuring 1,111 2,417 — Adjusted EBITDA $ 35,313 $ 36,254 $ 30,950 Reconciliation of Cash Flows from Operating Activities to Adjusted EBITDA: Net cash flows from operating activities $ 21,045 $ 21,345 $ 36,035 Interest expense 3,200 3,482 1,580 Amortization of deferred financing costs (145) (145) (146) Income tax expense (benefit) 2,697 131 (579) Deferred income taxes 845 3,301 3,800 Change in accrual for unrecognized tax benefits (28) (263) 16 Change in accounts receivable (105) 1,398 2,109 Change in deferred revenue 4,515 893 (4,718) Severance, professional fees and related costs 1,842 1,167 445 Restructuring 1,111 2,417 — Changes in working capital and other 336 2,528 (7,592) Adjusted EBITDA $ 35,313 $ 36,254 $ 30,950 A reconciliation of Adjusted EBITDA Margin for the years ended December 31, 2024, 2023 and 2022 follows (in thousands, except percentages): Year Ended December 31, 2024 2023 2022 Revenues $ 141,926 $ 151,878 $ 149,680 Net income $ 253 $ 3,491 $ 4,176 Net income margin (1) — % 2 % 3 % Adjusted EBITDA $ 35,313 $ 36,254 $ 30,950 Adjusted EBITDA Margin (1) 25 % 24 % 21 % (1) Net income (loss) margin and Adjusted EBITDA Margin are calculated by dividing the respective measure by that period's revenues.
Overview 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.
Overview 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, 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.
We believe the key metrics that are material to an analysis of our businesses are our total number of Dice and ClearanceJobs recruitment package customers and the revenue, on average, that these customers generate. The tables below detail this customer data.
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 tables below detail this customer data.
Changes in our strategy and/or changes in market conditions could significantly impact these judgments and require adjustments to recorded amounts of intangible assets. If projections are not achieved, the Company could realize an impairment in the foreseeable future. Income Taxes We utilize the asset and liability method of accounting for income taxes.
Changes in our strategy and/or changes in market conditions could significantly impact these judgments and require adjustments to recorded amounts of the intangible asset. If projections are not achieved, the Company could realize an impairment in the foreseeable future. Income Taxes We utilize the asset and liability method of accounting for income taxes.
Our actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting estimates affect our more significant judgments used in the preparation of our consolidated financial statements. Goodwill We record goodwill when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired.
Our actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting estimates affect our more significant judgments used in the preparation of our consolidated financial statements. Goodwill We record goodwill when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible asset acquired.
Personnel costs consist of salaries, benefits, and incentive compensation for our employees, including commissions for salespeople. Personnel costs are categorized in our statement of operations based on each employee’s principal function. Marketing expenditures primarily consist of online advertising, brand promotion and lead generation to employers and job seekers.
Personnel costs consist of salaries, benefits, and incentive compensation for our employees, including commissions for salespeople. Personnel costs are categorized in our statements of operations based on each employee’s principal function. Marketing expenditures primarily consist of online advertising, brand promotion and lead generation to employers and job seekers.
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 December 31, 2023, the Company was in compliance with all of the financial covenants under the Credit Agreement. Refer to Note 11 of the notes to consolidated financial statements and Item 7A.
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 December 31, 2024, the Company was in compliance with all of the financial covenants under the Credit Agreement. Refer to Note 11 of the notes to consolidated financial statements and Item 7A.
As a result, the Company believes it is not more likely than not that the fair value of the reporting unit is less than the carrying value as of December 31, 2023. Therefore, no quantitative impairment test was performed as of December 31, 2023. No impairment was recorded during the years ended December 31, 2023, 2022 and 2021.
As a result, the Company believes it is not more likely than not that the fair value of the reporting unit is less than the carrying value as of December 31, 2024. Therefore, no quantitative impairment test was performed as of December 31, 2024. No impairment was recorded during the years ended December 31, 2024, 2023 and 2022.
Professionals find ideal employment opportunities, relevant job advice and personalized data that help manage their technologists' lives. In online recruitment, we specialize in employment categories in which there has been a long-term scarcity of highly skilled, highly qualified professionals relative to market demand, specifically technologists who work in a variety of industries or have active government security clearances.
Professionals find ideal employment opportunities, relevant job advice and personalized data that help manage their technologists' lives. 33 Table of Contents In online recruitment, we specialize in employment categories in which there has been a long-term scarcity of highly skilled, highly qualified professionals relative to market demand, specifically technologists who work in a variety of industries or have active government security clearances.
The Company’s ability to achieve the projections used in the October 1, 2023 analysis may be impacted by, among other things, competition in the technology recruiting market, challenges in developing and introducing new products and product enhancements to the market and the Company’s ability to attribute value delivered to customers.
The Company’s ability to achieve the projections used in the October 1, 2024 analysis may be impacted by, among other things, competition in the technology recruiting market, challenges in developing and introducing new products and product enhancements to the market and the Company’s ability to attribute value delivered to customers.
A discussion of the changes in our results of operations between the years ended December 31, 2022 and December 31, 2021 has been omitted from this Annual Report on Form 10-K but may be found in Item 7.
A discussion of the changes in our results of operations between the years ended December 31, 2023 and December 31, 2022 has been omitted from this Annual Report on Form 10-K but may be found in Item 7.
Cash flows from operating activities primarily consists of net income adjusted for certain non-cash items, including depreciation, changes in deferred tax assets and liabilities, stock based compensation, impairments, and the effect of changes in working capital.
Cash flow from operating activities primarily consists of net income adjusted for certain non-cash items, including depreciation, changes in deferred tax assets and liabilities, stock based compensation, impairments, and the effect of changes in working capital.
We have no significant long-term obligations to purchase a fixed or minimum amount with these vendors. Other Capital Requirements As of December 31, 2023, we recorded approximately $1.0 million of unrecognized tax benefits as liabilities, and we are uncertain if or when such amounts may be settled.
We have no significant long-term obligations to purchase a fixed or minimum amount with these vendors. Other Capital Requirements As of December 31, 2024, we recorded approximately $1.1 million of unrecognized tax benefits as liabilities, and we are uncertain if or when such amounts may be settled.
The Company's operating results attributable to the Dice trademarks and brand name for the fourth quarter of 2023 and estimated future results as of December 31, 2023 approximate the projections used in the October 1, 2023 analysis.
The Company's operating results attributable to the Dice trademarks and brand name for the fourth quarter of 2024 and estimated future results as of December 31, 2024 approximate the projections used in the October 1, 2024 analysis.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 10, 2023, which is available free of charge on the SEC’s website at www.sec.gov and our corporate website (www.dhigroupinc.com).
Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 8, 2024, which is available free of charge on the SEC’s website at www.sec.gov and our corporate website (www.dhigroupinc.com).
We based our estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that we believe are reasonable. In many cases, we could reasonably have used different accounting policies and 35 Table of Contents estimates. In some cases, changes in the accounting estimates are reasonably likely to occur from period to period.
We based our estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that we believe are reasonable. In many cases, we could reasonably have used different accounting policies and estimates. In some cases, changes in the accounting estimates are reasonably likely to occur from period to period.
Our historical financial information discussed in this Annual Report has been derived from the Company’s financial statements and accounting records for the years ended December 31, 2023 and 2022.
Our historical financial information discussed in this Annual Report has been derived from the Company’s financial statements and accounting records for the years ended December 31, 2024 and 2023.
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 December 31, 2023 are $1.0 million of tax benefits that would affect the effective tax rate if recognized.
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 December 31, 2024 are $1.1 million of tax benefits that would affect the effective tax rate if recognized.
The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates, including our critical accounting estimates, on an ongoing basis.
The preparation of these financial statements requires us to make estimates, 36 Table of Contents judgments and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates, including our critical accounting estimates, on an ongoing basis.
Results for the Tech-focused reporting unit for the fourth quarter of 2023 and estimated future results as of December 31, 2023 approximate the projections used in the October 1, 2023 analysis.
Results for the Tech-focused reporting unit for the fourth quarter of 2024 and estimated future results as of December 31, 2024 approximate the projections used in the October 1, 2024 analysis.
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.
Backlog consists of deferred revenue plus customer contractual commitments not invoiced representing the value of 35 Table of Contents 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.
The annual impairment test for the Tech-focused reporting unit performed as of October 1, 2023 resulted in the fair value of the reporting unit being substantially in excess of the carrying value.
The annual impairment test for the Tech-focused reporting unit performed as of October 1, 2024 resulted in the fair value of the reporting unit being substantially in excess of the carrying value.
Considering the recognition and the awareness of the Dice brand in the talent acquisition and staffing services market, Dice’s long operating 36 Table of Contents history and the intended use of the Dice brand, the remaining useful life of the Dice trademark, trade name and domain name was determined to be indefinite.
Considering the recognition and the awareness of the Dice brand in the talent acquisition and staffing services market, Dice’s long operating history and the intended use of the Dice brand, the remaining useful life of the Dice trademark, trade name and domain name was determined to be indefinite.
The 2023 tax rate differed from the federal statutory rate primarily because of permanent book/tax differences in basis related to the sale of investments, the expiration of a capital loss carryforward, a tax benefit related to the vesting of stock-based compensation, deduction limitations on executive compensation, tax credits for research and development, and an increase in the valuation allowance for capital loss carryforwards.
The 2023 tax rate differed from the federal statutory rate primarily because of permanent book/tax differences in basis related to the sale of investments, the expiration of a capital loss carryforward, the tax impact of stock-based compensation awards, deduction limitations on executive compensation, tax credits for research and development, and an increase in the valuation allowance for capital loss carryforwards.
Because of the complexity of some of these uncertainties, the ultimate resolution could result in a payment that is materially different from our current estimate of the accrual for unrecognized tax benefits. 37 Table of Contents Results of Operations A discussion of our comparison between 2023 and 2022 is presented below.
Because of the complexity of some of these uncertainties, the ultimate resolution could result in a payment that is materially different from our current estimate of the accrual for unrecognized tax benefits. 38 Table of Contents Results of Operations A discussion of our comparison between 2024 and 2023 is presented below.
In addition, we had $62.0 million in borrowing capacity under our $100.0 million Credit Agreement at December 31, 2023, 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.
In addition, we had $56.0 million in borrowing capacity under our $100.0 million Credit Agreement at December 31, 2024, 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.
Since Dice’s inception in 1991, the brand has been recognized as a leader in recruiting and career development services for technology and engineering professionals. Currently, the brand is synonymous with the most specialized online marketplace for industry-specific technologists. The brand has a significant presence in online recruiting and career development services.
Since Dice’s inception in 1991, the brand has been recognized as a leader in recruiting and career development services for technology and 37 Table of Contents engineering professionals. Currently, the brand is synonymous with the most specialized online marketplace for industry-specific technologists. The brand has a significant presence in online recruiting and career development services.
As of December 31, 2023 the value of our lease right-of-use asset was $4.8 million and the value of our lease liability was $8.5 million. See also Note 6 of the notes to consolidated financial statements for further information. We make commitments to purchase advertising from online vendors, which we pay for on a monthly basis.
As of December 31, 2024 the value of our lease right-of-use asset was $6.5 million and the value of our lease liability was $10.6 million. See also Note 6 of the notes to consolidated financial statements for further information. We make commitments to purchase advertising from online vendors, which we pay for on a monthly basis.
Net cash flows from operating activities were $21.3 million and $36.0 million for the years ended December 31, 2023 and 2022, respectively, a decrease of $14.7 million. 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.
Net cash flows from operating activities were $21.0 million and $21.3 million for the years ended December 31, 2024 and 2023, respectively, a decrease of $0.3 million. 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.
The amount of goodwill as of December 31, 2023 allocated to the Tech-focused reporting unit was $128.1 million. The discount rate applied for the Tech-focused reporting unit in the October 1, 2023 analysis was 12.1%. An increase to the discount rate applied or reductions to future projected operating results could result in future impairment of the Tech-focused reporting unit’s goodwill.
The amount of goodwill as of December 31, 2024 allocated to the Tech-focused reporting unit was $128.1 million. The discount rate applied for the Tech-focused reporting unit in the October 1, 2024 analysis was 15.6%. An increase to the discount rate applied or reductions to future projected operating results could result in future impairment of the Tech-focused reporting unit’s goodwill.
In the October 1, 2023 analysis, the Company utilized a relief from royalty rate method to value the Dice trademarks and brand name using a royalty rate of 4.0%, which is based on comparable industry licensing agreements and the profitability attributable to the Dice trademarks and brand name, and a discount rate of 13.1%.
In the October 1, 2024 analysis, the Company utilized a relief from royalty rate method to value the Dice trademarks and brand name using a royalty rate of 4.0%, which is based on comparable industry licensing agreements and the profitability attributable to the Dice trademarks and brand name, and a discount rate of 16.6%.
At December 31, 2023, we had cash and borrowings of $4.2 million and $38.0 million, respectively, compared to $3.0 million and $30.0 million, respectively, at December 31, 2022. Liquidity Our principal internal sources of liquidity are cash on hand, as well as the cash flow that we generate from our operations.
At December 31, 2024, we had cash and borrowings of $3.7 million and $32.0 million, respectively, compared to $4.2 million and $38.0 million, respectively, at December 31, 2023. Liquidity Our principal internal sources of liquidity are cash on hand, as well as the cash flow that we generate from our operations.
If the carrying value exceeds the fair value, an impairment loss is recorded. The impairment test performed as of October 1, 2023 resulted in the fair value of the Dice trademarks and brand name exceeding the carrying value by 51%.
If the carrying value exceeds the fair value, an impairment loss is recorded. The impairment test performed as of October 1, 2024 resulted in the fair value of the Dice trademarks and brand name exceeding the carrying value by 4%.
The determination of whether or not indefinite-lived acquired intangible assets have become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of the indefinite-lived acquired intangible assets.
The determination of whether or not indefinite-lived acquired intangible asset has become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of the indefinite-lived acquired intangible asset.
Comparison of Years Ended December 31, 2023 and 2022 Operating Activities Cash flows from operating activities is driven by earnings and is dependent on the amount and timing of billings and cash collections from our customers.
Comparison of Years Ended December 31, 2024 and 2023 Operating Activities Cash flow from operating activities is driven by earnings and is dependent on the amount and timing of billings and cash collections from our customers.
Indefinite-Lived Acquired Intangible Assets The indefinite-lived acquired intangible assets include the Dice trademarks and brand name. The Dice trademark, trade name and domain name is one of the most recognized names of online technology recruiting and career development.
Indefinite-Lived Acquired Intangible Asset The indefinite-lived acquired intangible asset includes the Dice trademarks and brand name. The Dice trademark, trade name and domain name is one of the most recognized names of online technology recruiting and career development.
As a result, the Company believes it is not more likely than not that the fair value of the Dice trademarks and brand name is less than the carrying value as of December 31, 2023. Therefore, no quantitative impairment test was performed as of December 31, 2023. No impairment was recorded during the years ended December 31, 2022 and 2021.
As a result, the Company believes it is not more likely than not that the fair value of the Dice trademarks and brand name is less than the carrying value as of December 31, 2024. Therefore, no quantitative impairment test was performed as of December 31, 2024.
Additionally, there has historically been a lag from the time customers begin to increase purchases of our recruitment services and the impact to our revenues due to the recognition of revenue occurring over the length of the contract, which can be several months to over a year.
Additionally, there has historically been a lag from the time customers begin to increase purchases of our recruitment services and the impact to our revenues due to the recognition of revenue occurring over the length of the contract, typically from one to twelve months.
Gain on investments Year Ended December 31, Increase Percent Change 2023 2022 (in thousands, except percentages) Gain on investments $ 614 $ 320 $ 294 91.9 % Percentage of revenues 0.4 % 0.2 % During the year ended December 31, 2023, the Company recognized a $0.6 million gain from a partial sale of its 40% common share interest in eFC.
Gain on investments Year Ended December 31, Decrease Percent Change 2024 2023 (in thousands, except percentages) Gain on investments $ — $ 614 $ (614) (100.0) % Percentage of revenues — % 0.4 % During the year ended December 31, 2023, the Company recognized a $0.6 million gain from a partial sale of its 40% common share interest in eFC.
Restructuring Year Ended December 31, Increase Percent Change 2023 2022 (in thousands, except percentages) Restructuring $ 2,417 $ — $ 2,417 — % Percentage of revenues 1.6 % — % During 2023, the Company recorded restructuring charges of $2.4 million as part of an organizational restructuring intended to streamline its operations, drive business objectives, reduce operating expenses and improve operating margins.
Restructuring Year Ended December 31, Decrease Percent Change 2024 2023 (in thousands, except percentages) Restructuring $ 1,111 $ 2,417 $ (1,306) (54.0) % Percentage of revenues 0.8 % 1.6 % During 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.
Revenues for ClearanceJobs increased by $6.6 million, or 15.4%, as compared to the same period of 2022, driven by continued high demand for professionals with government clearance and consistent product releases and enhancements driving activity on the site.
Revenues for ClearanceJobs increased by $3.8 million, or 7.5%, as compared to the same period of 2023, driven by continued high demand for professionals with government clearance and consistent product releases and enhancements driving activity on the site.
Assuming an interest rate of 7.71% (the rate in effect on December 31, 2023) on our current borrowings, interest payments are expected to be $2.9 million per year in years 2024 through 2026 and $1.5 million in 2027.
Assuming an interest rate of 6.46% (the rate in effect on December 31, 2024) on our current borrowings, interest payments are expected to be $2.1 million per year in years 2025 through 2026 and $1.0 million in 2027.
Earnings per Share Year Ended December 31, 2023 2022 (in thousands, except per share amounts) Net income $ 3,491 $ 4,176 Weighted-average shares outstanding - basic 43,571 44,274 Weighted-average shares outstanding - diluted 44,496 46,533 Diluted earnings per share $ 0.08 $ 0.09 Diluted earnings per share was $0.08 and $0.09 for the years ended December 31, 2023 and 2022, respectively.
Earnings per Share Year Ended December 31, 2024 2023 (in thousands, except per share amounts) Net income $ 253 $ 3,491 Weighted-average shares outstanding - basic 44,648 43,571 Weighted-average shares outstanding - diluted 45,090 44,496 Diluted earnings per share $ 0.01 $ 0.08 Diluted earnings per share was $0.01 and $0.08 for the years ended December 31, 2024 and 2023, respectively.
Liquidity and Capital Resources Cash Flows We have summarized our cash flows for the years ended December 31, 2023, 2022 and 2021 as follows (in thousands): Year Ended December 31, 2023 2022 Cash from operating activities $ 21,345 $ 36,035 Cash used in investing activities (15,311) (17,656) Cash used in financing activities (4,834) (16,913) We have financed our operations primarily through cash provided by operating activities and borrowings under our revolving credit facility.
Liquidity and Capital Resources Cash Flows 45 Table of Contents We have summarized our cash flows for the years ended December 31, 2024 and 2023 as follows (in thousands): Year Ended December 31, 2024 2023 Cash from operating activities $ 21,045 $ 21,345 Cash used in investing activities (13,932) (15,311) Cash used in financing activities (7,617) (4,834) We have financed our operations primarily through cash provided by operating activities and borrowings under our revolving credit facility.
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.
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 consolidated balance sheets, reflects customer billings made in advance of services being rendered.
Dice had 5,492 recruitment package customers as of December 31, 2023, which was a decrease of 819, or 13%, year over year while average revenue per recruitment package customer for Dice increased 7% for the year ended December 31, 2023.
Dice had 4,711 recruitment package customers as of December 31, 2024, which was a decrease of 781, or 14%, year over year while average revenue per recruitment package customer for Dice increased 4% for the year ended December 31, 2024.
Impairment of investment Year Ended December 31, Decrease Percent Change 2023 2022 (in thousands, except percentages) Impairment of investment $ 300 $ 2,300 $ (2,000) (87.0) % Percentage of revenues 0.2 % 1.5 % During the years ended December 31, 2023 and 2022, the Company recognized a $0.3 million and $2.3 million, respectively, loss related to the impairment of an investment.
Impairment of investment Year Ended December 31, Increase Percent Change 2024 2023 (in thousands, except percentages) Impairment of investment $ 400 $ 300 $ 100 33.3 % Percentage of revenues 0.3 % 0.2 % During the years ended December 31, 2024 and 2023, the Company recognized losses of $0.4 million and $0.3 million, respectively, related to the impairment of an investment.
Advertisements include various forms of rich media and banner advertising, text links, sponsorships, and custom content marketing solutions. Lead generation information utilizes advertising and other methods to deliver leads to a customer. The Company continues to evolve and develop new software products and features to attract and engage qualified professionals and match them with employers.
Lead generation information utilizes advertising and other methods to deliver leads to a customer. The Company continues to evolve and develop new software products and features to attract and engage qualified professionals and match them with employers.
Financing Activities Cash used in financing activities during the year ended December 31, 2023 was $4.8 million primarily due to cash uses of $12.8 million, net, related to share repurchases, partially offset by $8.0 million of net proceeds on long-term debt.
Financing Activities Cash used in financing activities during the year ended December 31, 2024 was $7.6 million primarily due to cash uses of $1.6 million, net, related to share repurchases and $6.0 million of net payments on long-term debt.
Some limitations are: • Adjusted EBITDA and Adjusted EBITDA Margin do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments; • Adjusted EBITDA and Adjusted EBITDA Margin do not reflect changes in, or cash requirements for, our working capital needs; • Adjusted EBITDA and Adjusted EBITDA Margin do not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our debt; • Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA and Adjusted EBITDA Margin do not reflect any cash requirements for such replacements; and • Other companies in our industry may calculate Adjusted EBITDA and Adjusted EBITDA Margin differently than we do, limiting their usefulness as a comparative measure. 43 Table of Contents To compensate for these limitations, management evaluates our liquidity by considering the economic effect of excluded expense items independently, as well as in connection with its analysis of cash flows from operations and through the use of other financial measures, such as capital expenditure budget variances, investment spending levels and return on capital analysis.
Some limitations are: • Adjusted EBITDA and Adjusted EBITDA Margin do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments; • Adjusted EBITDA and Adjusted EBITDA Margin do not reflect changes in, or cash requirements for, our working capital needs; • Adjusted EBITDA and Adjusted EBITDA Margin do not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our debt; • Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA and Adjusted EBITDA Margin do not reflect any cash requirements for such replacements; and • Other companies in our industry may calculate Adjusted EBITDA and Adjusted EBITDA Margin differently than we do, limiting their usefulness as a comparative measure.
Operating Income (Loss) Year Ended December 31, Increase Percent Change 2023 2022 (in thousands, except percentages) Revenue $ 151,878 $ 149,680 $ 2,198 1.5 % Operating income 6,288 5,560 $ 728 13.1 % Percentages of revenues 4.1 % 3.7 % Operating income for the year ended December 31, 2023 was $6.3 million, a margin of 4.1%, compared to operating income of $5.6 million, a margin of 3.7%, for the same period in 2022.
Operating Income (Loss) Year Ended December 31, Decrease Percent Change 2024 2023 (in thousands, except percentages) Revenue $ 141,926 $ 151,878 $ (9,952) (6.6) % Operating income 6,325 6,288 $ 37 0.6 % Percentages of revenues 4.5 % 4.1 % Operating income for the year ended December 31, 2024 was $6.3 million, a margin of 4.5%, compared to operating income of $6.3 million, a margin of 4.1%, for the same period in 2023.
Investing Activities During the year ended December 31, 2023, cash used in investing activities was $15.3 million compared to $17.7 million of cash used in investing activities during the year ended December 31, 2022.
Investing Activities During the year ended December 31, 2024, cash used in investing activities was $13.9 million compared to $15.3 million of cash used in investing activities during the year ended December 31, 2023. Cash used in investing activities during the year ended December 31, 2024 is comprised of $13.9 million of purchases of fixed assets.
The increase in operating income and improved percentage margin was driven by higher revenues and a decrease in operational costs, as discussed above. 40 Table of Contents Income from equity method investment Year Ended December 31, Decrease Percent Change 2023 2022 (in thousands, except percentages) Income from equity method investment $ 502 $ 1,597 $ (1,095) (68.6) % Percentage of revenues 0.3 % 1.1 % During the years ended December 31, 2023 and 2022, the Company recorded $0.5 million and $1.6 million, respectively, of income related to its proportionate share of eFC's net income.
The increase in operating income and higher percentage margin was driven by lower operating expenses, primarily sales and marketing, partially offset by lower revenue in the current year period, as discussed above. 41 Table of Contents Income from equity method investment Year Ended December 31, Decrease Percent Change 2024 2023 (in thousands, except percentages) Income from equity method investment $ 225 $ 502 $ (277) (55.2) % Percentage of revenues 0.2 % 0.3 % During the years ended December 31, 2024 and 2023, the Company recorded $0.2 million and $0.5 million, respectively, of income related to its proportionate share of eFinancialCareers's ("eFC") net income.
The lower 2023 earnings per share was driven by slightly lower net income, partially offset by lower diluted shares outstanding. 42 Table of Contents Non-GAAP Financial Measures We have provided certain non-GAAP financial information as additional measures for our operating results. These measures are not in accordance with, or an alternative for, measures in accordance with U.S.
The lower 2024 earnings per share was driven by higher tax expense, primarily the tax impacts of stock-based compensation. Non-GAAP Financial Measures We have provided certain non-GAAP financial information as additional measures for our operating results. These measures are not in accordance with, or an alternative for, measures in accordance with U.S.
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.
The ClearanceJobs and Dice 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. On January 13, 2025, we announced a strategic reorganization, restructuring our operations into two distinct divisions.
Recruitment Package Customers Increase (Decrease) Percent Change Recruitment Package Customers: December 31, 2023 December 31, 2022 Dice 5,492 6,311 (819) (13)% ClearanceJobs 2,055 2,064 (9) —% Average Annual Revenue per Recruitment Package Customer (1) FY 2023 FY 2022 Increase (Decrease) Percent Change Dice $ 15,631 $ 14,664 $ 967 7% ClearanceJobs $ 21,164 $ 19,080 $ 2,084 11% (1) Calculated by dividing recruitment package customer revenue by the daily average count of recruitment package customers during each month, adjusted to reflect a thirty day month.
Recruitment Package Customers Increase (Decrease) Percent Change Recruitment Package Customers: December 31, 2024 December 31, 2023 ClearanceJobs 1,949 2,055 (106) (5)% Dice 4,711 5,492 (781) (14)% Average Annual Revenue per Recruitment Package Customer (1) FY 2024 FY 2023 Increase (Decrease) Percent Change ClearanceJobs $ 24,308 $ 21,164 $ 3,144 15% Dice $ 16,251 $ 15,631 $ 620 4% (1) Calculated by dividing recruitment package customer revenue by the daily average count of recruitment package customers during each month, adjusted to reflect a thirty day month.
Product Releases 2023 2022 Dice Premium Enhanced Company Profile, Dice Remote and Company Preferences, Dice Invite to Apply, Dice Matchscore on Jobs, Dice Connections, SMS Notifications, Company Search Dice Employer Multi-Factor Authentication, Revamped technologist onboarding, New Job Page, Dice New Job Apply Flow, Dice TalentSearch Time Zone Search, Dice TalentSearch Auto Talent Alerts, Dice iOS App Messaging ClearanceJobs Comments, ClearanceJobs Expressed Interest, ClearanceJobs Enhanced Employer Profile, ClearanceJobs Mobile App, ClearanceJobs Live Stream ClearanceJobs Company Page, ClearanceJobs Multi-Factor Authentication, ClearanceJobs Live Video, ClearanceJobs Scheduled Broadcast Messages Other material factors that may affect our results of operations include, but are not limited to, our ability to attract qualified professionals that become engaged with our websites and our ability to attract customers with relevant job opportunities.
Product Releases 2024 2023 ClearanceJobs Live, ClearanceJobs Pulse Newsfeed ClearanceJobs Comments, ClearanceJobs Expressed Interest, ClearanceJobs Enhanced Employer Profile, ClearanceJobs Mobile App, ClearanceJobs Live Stream Dice Recruiter App, Easy Post Integration, 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, SMS Notifications, Company Search Other material factors that may affect our results of operations include, but are not limited to, our ability to attract qualified professionals that become engaged with our websites and our ability to attract customers with relevant job opportunities.
Sales and Marketing Expenses Year Ended December 31, Decrease Percent Change 2023 2022 (in thousands, except percentages) Sales and marketing $ 57,421 $ 59,364 $ (1,943) (3.3) % Percentage of revenues 37.8 % 39.7 % Sales and marketing expenses decreased $1.9 million, or 3.3%, from the same period in 2022.
Sales and Marketing Expenses Year Ended December 31, Decrease Percent Change 2024 2023 (in thousands, except percentages) Sales and marketing $ 47,382 $ 57,421 $ (10,039) (17.5) % Percentage of revenues 33.4 % 37.8 % Sales and marketing expenses decreased $10.0 million, or 17.5%, from the same period in 2023.
A summary of our deferred revenue and backlog is as follows: 34 Table of Contents Summary of Deferred Revenue and Backlog: December 31, 2023 December 31, 2022 Increase Percent Change (in thousands, except percentages) Deferred Revenue $ 49,971 $ 50,864 $ (893) (2) % Contractual commitments not invoiced 58,126 66,391 (8,265) (12) % Backlog 1 $ 108,097 $ 117,255 $ (9,158) (8) % (1) Backlog consists of deferred revenue plus customer contractual commitments not invoiced representing the value of future services to be rendered under committed contracts.
A summary of our deferred revenue and backlog is as follows: Summary of Deferred Revenue and Backlog: December 31, 2024 December 31, 2023 Increase Percent Change (in thousands, except percentages) Deferred Revenue $ 45,456 $ 49,971 $ (4,515) (9) % Contractual commitments not invoiced 65,813 58,126 7,687 13 % Backlog 1 $ 111,269 $ 108,097 $ 3,172 3 % (1) Backlog consists of deferred revenue plus customer contractual commitments not invoiced representing the value of future services to be rendered under committed contracts.
Our Revenues and Expenses We derive the majority of our revenues from customers who pay fees, either annually, quarterly or monthly, to post jobs on our websites and to access our searchable databases of resumes.
Please see Item 8 "Notes to Consolidated Financial Statements - 13. Equity Transactions (Preferred Stock Purchase Rights)" for more information on the rights. Our Revenues and Expenses We derive the majority of our revenues from customers who pay fees, either annually, quarterly or monthly, to post jobs on our websites and to access our searchable databases of resumes.
The increase in average annual revenue per recruitment package customer for ClearanceJobs was due to continued high demand for professionals with government clearance and consistent product releases and enhancements driving activity on the site. Deferred revenue, as shown on the consolidated balance sheets, reflects customer billings made in advance of services being rendered.
The increase in average annual revenue per recruitment package customer for ClearanceJobs was due to continued high demand for professionals with government clearance and consistent product releases and enhancements driving activity on the site, along with lower renewals for its smaller customers.
Interest Expense and Other Year Ended December 31, Increase Percent Change 2023 2022 (in thousands, except percentages) Interest expense and other $ 3,482 $ 1,580 $ 1,902 120.4 % Percentage of revenues 2.3 % 1.1 % Interest expense and other increased by $1.9 million, or 120.4%, from the same period in 2022 due to higher debt outstanding on our revolving credit facility during 2023 and higher interest rates. 41 Table of Contents Income Taxes Year Ended December 31, 2023 2022 (in thousands, except percentages) Income before income taxes $ 3,622 $ 3,597 Income tax expense (benefit) 131 (579) Effective tax rate 3.6 % (16.1) % A reconciliation between the income tax expense at the federal statutory rate and the reported income tax expense (benefit) is summarized as follows: Year Ended December 31, 2023 2022 Federal statutory rate $ 760 $ 755 Loss on sale of investments (22,881) — Expiration of capital loss carryforward 4,680 — Stock-based compensation (399) (1,130) State tax expense, net of federal effect 80 139 Change in accrual for unrecognized tax benefits 263 (16) Executive compensation 1,214 266 Research and development tax credits (1,651) (763) Income from equity method investment (105) (335) Change in valuation allowance 18,158 555 Other 12 (50) Income tax expense (benefit) $ 131 $ (579) Our effective income tax rate was 3.6% and (16.1)% for the years ended December 31, 2023 and 2022, respectively.
Income Taxes Year Ended December 31, 2024 2023 (in thousands, except percentages) Income before income taxes $ 2,950 $ 3,622 Income tax expense 2,697 131 Effective tax rate 91.4 % 3.6 % 42 Table of Contents A reconciliation between the income tax expense at the federal statutory rate and the reported income tax expense is summarized as follows: Year Ended December 31, 2024 2023 Federal statutory rate $ 620 $ 760 Loss on sale of investments — (22,881) Expiration of capital loss carryforward 113 4,680 Stock-based compensation 1,982 (399) State tax expense, net of federal effect 419 80 Change in accrual for unrecognized tax benefits 28 263 Executive compensation 308 1,214 Research and development tax credits (684) (1,651) Income from equity method investment (47) (105) Change in valuation allowance (78) 18,158 Other 36 12 Income tax expense $ 2,697 $ 131 Our effective income tax rate was 91.4% and 3.6% for the years ended December 31, 2024 and 2023, respectively.
We anticipate capital expenditures in 2024 to be approximately $15 million to $17 million. We intend to use operating cash flows to fund capital expenditures. 47 Table of Contents Cyclicality The labor market and certain of the industries that we serve have historically experienced short-term cyclicality.
We intend to use operating cash flows to fund capital expenditures. 47 Table of Contents Cyclicality The labor market and certain of the industries that we serve have historically experienced short-term cyclicality. However, we believe that online career websites and marketplaces continue to provide economic and strategic value to the labor market and industries that we serve.
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 twelve months. 46 Table of Contents The Company's Board of Directors approved a stock repurchase program that permits the Company to repurchase its common stock.
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 twelve months. During February 2024, the stock repurchase program approved in February 2023 expired with a total of 1.4 million shares purchased for $5.2 million.
Adjusted EBITDA and Adjusted EBITDA Margin Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP metrics used by management to measure operating performance. Management uses Adjusted EBITDA and Adjusted EBITDA Margin as performance measures for internal monitoring and planning, including preparation of annual budgets, analyzing investment decisions and evaluating profitability and performance comparisons between us and our competitors.
Management uses Adjusted EBITDA and Adjusted EBITDA Margin as performance measures for internal monitoring and planning, including preparation of annual budgets, analyzing investment decisions and evaluating profitability 43 Table of Contents and performance comparisons between us and our competitors. The Company also uses this measure to calculate amounts of performance based compensation under the senior management incentive bonus program.
Cost of Revenues Year Ended December 31, Increase Percent Change 2023 2022 (in thousands, except percentages) Cost of revenues $ 19,787 $ 17,607 $ 2,180 12.4 % Percentage of revenues 13.0 % 11.8 % Cost of revenues increased by $2.2 million, or 12.4%, driven by an increase of $1.2 million from higher compensation related costs and $1.0 million in operational costs, primarily related to the amortization of cloud computing costs.
Cost of Revenues Year Ended December 31, Increase Percent Change 2024 2023 (in thousands, except percentages) Cost of revenues $ 20,232 $ 19,787 $ 445 2.2 % Percentage of revenues 14.3 % 13.0 % Cost of revenues increased by $0.4 million, or 2.2%, driven by lower capitalized labor of $0.7 million, which increases operating expenses, and an increase of $0.5 million in operational costs, primarily related to professional fees and amortization of cloud computing costs.
Product Development Expenses Year Ended December 31, Increase Percent Change 2023 2022 (in thousands, except percentages) Product development $ 17,777 $ 17,674 $ 103 0.6 % Percentage of revenues 11.7 % 11.8 % Product development expenses increased $0.1 million, or 0.6%, driven by a decrease of $1.2 million in compensation related costs, primarily related to lower headcount and bonus expense, which was offset by lower capitalized labor of $1.3 million as compared to the prior year period, which increases operating expenses.
Product Development Expenses Year Ended December 31, Increase Percent Change 2024 2023 (in thousands, except percentages) Product development $ 18,883 $ 17,777 $ 1,106 6.2 % Percentage of revenues 13.3 % 11.7 % Product development expenses increased $1.1 million, or 6.2%, driven by lower capitalized labor of $2.4 million, which increases operating expenses.
Depreciation Year Ended December 31, Decrease Percent Change 2023 2022 (in thousands, except percentages) Depreciation $ 16,915 $ 17,487 $ (572) (3.3) % Percentage of revenues 11.1 % 11.7 % Depreciation expense decreased $0.6 million or 3.3% from the same period in 2022. The decrease was driven by the timing of assets being placed into service.
Depreciation Year Ended December 31, Increase Percent Change 2024 2023 (in thousands, except percentages) Depreciation $ 17,972 $ 16,915 $ 1,057 6.2 % Percentage of revenues 12.7 % 11.1 % Depreciation expense increased $1.1 million or 6.2% from the same period in 2023.
The decrease was primarily driven by a $3.0 million decrease in discretionary marketing expenses, which was partially offset by an increase of $0.8 million in operational costs, primarily discretionary marketing expenses. 39 Table of Contents General and Administrative Expenses Year Ended December 31, Decrease Percent Change 2023 2022 (in thousands, except percentages) General and administrative $ 31,273 $ 34,049 $ (2,776) (8.2) % Percentage of revenues 20.6 % 22.7 % General and administrative costs decreased $2.8 million or 8.2%, from prior year.
The decrease was driven by a $7.0 million decrease in compensation related costs, including lower commissions and headcount, $2.0 million in operational costs, including credit card fees, consulting fees, and sales performance incentives, and $1.1 million in discretionary marketing expenses. 40 Table of Contents General and Administrative Expenses Year Ended December 31, Decrease Percent Change 2024 2023 (in thousands, except percentages) General and administrative $ 30,021 $ 31,273 $ (1,252) (4.0) % Percentage of revenues 21.2 % 20.6 % General and administrative costs decreased $1.3 million or 4.0%, from prior year.
We experienced an increase in revenue of $2.2 million, or 1.5%. Revenue at Dice decreased by $4.4 million, or 4.1%, compared to the same period of 2022 as bookings performance in 2022 delivered revenue for Dice early in 2023 but macroeconomic conditions throughout 2023 drove lower new business activity and lower activity with Dice's non-annual products.
Revenue at Dice decreased by $13.7 million, or 13.5%, compared to the same period of 2023 due to macroeconomic conditions continuing to drive lower renewal rates, lower new business activity and lower activity with Dice's non-annual products.
Cash provided by operating activities during the year ended December 31, 2023 decreased as compared to 45 Table of Contents the prior year due to the amount and timing of bonus payments, of payments to vendors, and of billings to and cash collections from our customers.
Cash provided by operating activities during the year ended December 31, 2024 approximated the prior year as decreases in billings and cash collections from customers were offset by reductions to wages and payments to vendors.
The restructuring included a reduction of the Company’s then-current workforce by approximately 10%.
The restructurings included a reduction of the Company’s then-current workforce by approximately 7% and 10% for years ended December 31, 2024 and 2023, respectively.
ClearanceJobs had 2,055 recruitment package customers as of December 31, 2023 compared to 2,064 as of December 31, 2022, a less than 1% decrease, and average revenue per recruitment package customer increased 11%.
The simple average of each month is used to derive the amount for each period and then annualized to reflect 12 months. ClearanceJobs had 1,949 recruitment package customers as of December 31, 2024 compared to 2,055 as of December 31, 2023, a 5% decrease, and average revenue per recruitment package customer increased 15%.
Consolidated operating results in dollars and as a percent of revenue follows: For the year ended December 31, (in thousands) 2023 2022 2023 vs 2022 Revenues $ 151,878 $ 149,680 $ 2,198 Operating expenses: Cost of revenues 19,787 17,607 2,180 Product development 17,777 17,674 103 Sales and marketing 57,421 59,364 (1,943) General and administrative 31,273 34,049 (2,776) Depreciation 16,915 17,487 (572) Restructuring 2,417 — 2,417 Total operating expenses 145,590 146,181 (3,008) Other operating income: Proceeds from settlement — 2,061 (2,061) Operating income (loss) $ 6,288 $ 5,560 $ 3,145 For the year ended December 31, 2023 2022 Revenues 100.0% 100.0% Operating expenses: Cost of revenues 13.0 % 11.8 % Product development 11.7 % 11.8 % Sales and marketing 37.8 % 39.7 % General and administrative 20.6 % 22.7 % Depreciation 11.1 % 11.7 % Restructuring 1.6 % — % Total operating expenses 95.9 % 97.7 % Other operating income: Proceeds from settlement — % 1.4 % Operating income (loss) 4.1 % 3.7 % 38 Table of Contents Comparison of Years Ended December 31, 2023 and 2022 Revenues Year Ended December 31, Increase (Decrease) Percent Change 2023 2022 (in thousands, except percentages) Dice (1) $ 102,584 $ 106,957 $ (4,373) (4.1) % ClearanceJobs 49,294 42,723 6,571 15.4 % Total revenues $ 151,878 $ 149,680 $ 2,198 1.5 % (1) Includes Dice and Career Events.
Consolidated operating results in dollars and as a percent of revenue follows: For the year ended December 31, (in thousands) 2024 2023 2024 vs 2023 Revenues $ 141,926 $ 151,878 $ (9,952) Operating expenses: Cost of revenues 20,232 19,787 445 Product development 18,883 17,777 1,106 Sales and marketing 47,382 57,421 (10,039) General and administrative 30,021 31,273 (1,252) Depreciation 17,972 16,915 1,057 Restructuring 1,111 2,417 (1,306) Total operating expenses 135,601 145,590 (9,989) Operating income $ 6,325 $ 6,288 $ 37 For the year ended December 31, 2024 2023 Revenues 100.0% 100.0% Operating expenses: Cost of revenues 14.3 % 13.0 % Product development 13.3 % 11.7 % Sales and marketing 33.4 % 37.8 % General and administrative 21.2 % 20.6 % Depreciation 12.7 % 11.1 % Restructuring 0.8 % 1.6 % Total operating expenses 95.5 % 95.9 % Operating income 4.5 % 4.1 % 39 Table of Contents Comparison of Years Ended December 31, 2024 and 2023 Revenues Year Ended December 31, Increase (Decrease) Percent Change 2024 2023 (in thousands, except percentages) ClearanceJobs $ 54,143 $ 50,348 $ 3,795 7.5 % Dice 87,783 101,530 (13,747) (13.5) % Total revenues 1 $ 141,926 $ 151,878 $ (9,952) (6.6) % (1) We had previously disclosed that career events were recorded within Dice.
The decrease was driven by a $1.9 million decrease in compensation related costs, primarily due to lower bonus expense in 2023, and a decrease of $1.0 million in other operating costs including recruiting, software, and insurance costs.
The decrease was driven by a $1.9 million decrease in compensation related costs, primarily related to stock-based compensation and lower headcount, and $0.4 million in software subscriptions. The decrease was partially offset by a $1.0 million increase in operational costs, primarily professional fees.
However, we believe that online career websites and marketplaces continue to provide economic and strategic value to the labor market and industries that we serve. Any slowdown in recruitment activity that occurs could negatively impact our revenues and results of operations.
Any slowdown in recruitment activity that occurs could negatively impact our revenues and results of operations.
The 2022 tax rate differed from the federal statutory rate primarily because of a tax benefit related to the vesting of stock-based compensation, tax credits for research and development, and an increase in the valuation allowance associated with an investment.
The 2024 tax rate differed from the federal statutory rate primarily due to the tax impact of stock-based compensation awards, state taxes, deduction limitations on executive compensation, and tax credits for research and development.
Backlog at December 31, 2023 decreased $9.2 million from December 31, 2022. The decrease is primarily due to macroeconomic conditions causing lower demand for the Company's services. To a lesser extent, we also generate revenue from advertising on our various websites or from lead generation and marketing solutions provided to our customers.
The increase is primarily due to the Company's continued focus on signing multi-year contracts. To a lesser extent, we also generate revenue from advertising on our various websites or from lead generation and marketing solutions provided to our customers. Advertisements include various forms of rich media and banner advertising, text links, sponsorships, and custom content marketing solutions.
Financings and Capital Requirements Credit Agreement We have a $100 million revolving credit facility, which matures June 2027, with $38.0 million of outstanding borrowings on the facility at December 31, 2023, leaving $62.0 million available for future borrowings, subject to the terms of the Credit Agreement.
Cash used during the year ended December 31, 2023 was $4.8 million primarily due to cash uses of $12.8 million, net, related to share repurchases, partially offset by $8.0 million of net proceeds on long-term debt. 46 Table of Contents Financings and Capital Requirements Credit Agreement We have a $100 million revolving credit facility, which matures June 2027, with $32.0 million of outstanding borrowings on the facility at December 31, 2024, leaving $56.0 million available for future borrowings, 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.
During the year ended December 31, 2022, the Company recognized a $0.3 million gain from the sale of its 40% common share interest in Rigzone. See note 7 of the notes to consolidated financial statements for additional information.
See note 7 of the notes to consolidated financial statements for additional information.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeItem 7A. Quantitative and Qualitative Disclosures about Market Risk We have exposure to financial market risks, including changes in foreign currency exchange rates, interest rates, and other relevant market prices. Foreign Exchange Risk Prior to June 30, 2021, we conducted business serving multiple markets, in four languages, mainly across Europe, Asia, Australia, and North America using the eFC name.
Biggest changeItem 7A. Quantitative and Qualitative Disclosures about Market Risk We have exposure to financial market risks, including changes in foreign currency exchange rates, interest rates, and other relevant market prices. Foreign Exchange Risk Our operations are conducted within the United States and accordingly, are not subject to foreign exchange risk.
As of December 31, 2023, we had outstanding borrowings of $38.0 million under our Credit Agreement. A hypothetical increase of 1.0% on these variable rate borrowings would increase our annual interest expense over the next 12 months by approximately $0.4 million, based on the balances outstanding for these borrowings as of December 31, 2023. 50 Table of Contents
As of December 31, 2024, we had outstanding borrowings of $32.0 million under our Credit Agreement. A hypothetical increase of 1.0% on these variable rate borrowings would increase our annual interest expense over the next 12 months by approximately $0.3 million, based on the balances outstanding for these borrowings as of December 31, 2024. 50 Table of Contents
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Subsequent to June 30, 2021, our operations are conducted within the United States. As a result, our current operations are not subject to foreign exchange risk.

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