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What changed in DHI GROUP, INC.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of DHI GROUP, INC.'s 2022 and 2023 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 2023 report.

+261 added−314 removedSource: 10-K (2024-02-08) vs 10-K (2023-02-10)

Top changes in DHI GROUP, INC.'s 2023 10-K

261 paragraphs added · 314 removed · 204 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

54 edited+18 added−16 removed65 unchanged
Biggest changeDiluted earnings (loss) per share - continuing operations (1) $ 0.09 $ (0.01) n.m. Diluted earnings (loss) per share $ 0.09 $ (0.64) n.m. Net cash flows from operating activities $ 36,035 $ 28,581 26 % Adjusted EBITDA (2) $ 30,950 $ 26,162 18 % Adjusted EBITDA Margin (2) 21 % 22 % n.m.
Biggest change(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.
The combination of our focused online professional websites and rich data sets allows organizations to find and hire professional talent more efficiently and effectively, and therefore incentivizes them to source talent through our online professional communities. The benefits our services provided to both professionals and recruiting customers create a robust marketplace. Benefits we provide to Professionals Relevant employment connections .
The combination of our focused online professional websites and rich data sets allows organizations to find and hire professional talent more efficiently and effectively, and therefore incentivizes them to source talent through our online professional communities. The benefits our services provide to both professionals and recruiting customers create a robust marketplace. Benefits we provide to Professionals Relevant employment connections .
Risk Factors "Our business is subject to U.S. government regulation of the Internet and taxation, which may have a material adverse effect on our business” and “Capacity constraints, systems failures or breaches of our network security could materially and adversely affect our business.
Risk Factors “Our business is subject to U.S. government regulation of the Internet and taxation, which may have a material adverse effect on our business” and “Capacity constraints, systems failures or breaches of our network security could materially and adversely affect our business.
In connection with its 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 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.
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 compute, network, and storage capacity on an as-needed basis.
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.
Our employees are not represented by any union and are not the subject of a collective bargaining agreement. We believe that we have a good relationship with our employees and experienced increased engagement among team members during the year as evidenced by results from our annual engagement survey and below average turnover rate.
Our employees are not represented by any union and are not the subject of a collective bargaining agreement. We believe that we have a good relationship with our employees and experienced strong engagement among team members during the year as evidenced by results from our annual engagement survey and below average turnover rate.
Our competitors include: • social and professional networking sites, such as LinkedIn, Facebook, Twitter 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, StepStone, 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, Google and Craigslist; • 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; 11 Table of Contents • specialized services focused specifically on the industries we service, such as FT.com, Doximity, Upwork and JobServe; • 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 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.
The majority of our revenues in 2022 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 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.
(1) Income from continuing operations and diluted earnings per share from continuing operations 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.
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.
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 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 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.
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.
Investing in functional excellence and product innovation. Since joining DHI in 2018, CEO Art Zeile has built a leadership team capable of driving growth and supporting a culture of high performance. The leadership team continually advances their functional areas to drive results in the business, working towards the common goal of launching and landing innovative products in the market.
Since joining DHI in 2018, CEO Art Zeile has built a leadership team capable of driving growth and supporting a culture of high performance. The leadership team continually advances their functional areas to drive results in the business, working towards the common goal of launching and landing innovative products in the market.
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 10,800 customers in total. No one customer accounted for more than 10% of our revenues in 2022.
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.
Industry and Skill Focused Brands During 2022 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 32 Technology and engineering in the U.S.
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.
ClearanceJobs had approximately 67,000 job postings as of December 31, 2022 and during 2022, ClearanceJobs had, on average, 630,000 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.
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.
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, 2022 notable customers of the Dice and ClearanceJobs businesses included AT&T, Adecco, CACI, Cisco, Disney, General Dynamics, Kforce, ManTech, Microsoft, NCI, Northrop Grumman, Samsung, 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, 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.
Hyper-targeted candidate outreach and employer branding . We offer recruiting customers the ability to target hard-to-find professionals with messages in the online forums they frequent.
Hyper-targeted candidate outreach and employer branding . We offer recruiters and employers the ability to target hard-to-find professionals with messages in the online forums they frequent.
To protect confidential information and to comply with our obligations to our users, we impose constraints on our customers to whom we provide user data, which are consistent with our commitments to 12 Table of Contents our users.
To protect confidential information and to comply with our obligations to our users, we impose constraints on our customers to whom we provide user data, which are consistent with our commitments to our users.
Item 1. Business Introduction and Summary This section provides an overview of DHI Group, Inc. (“DHI” or the "Company"). 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, 2022.
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.
Additionally, when we provide lists to third parties, including to our advertiser customers, it is under contractual terms that are consistent with our obligations to our users and with applicable laws and regulations. U.S.
Additionally, when we provide lists to third parties, including to our advertiser customers, it is under contractual terms that are consistent with our obligations to our users and with applicable laws and regulations. See Item 1A.
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.” 13 Table of Contents Human Capital Disclosures Employees As of December 31, 2022, we had approximately 530 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, 2023, we had approximately 460 employees.
Recruitment packages 2 , career fairs and open houses ClearanceJobs 20 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 the past 32 years.
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.
For example, as of December 2022, the seasonally unadjusted U.S. unemployment rate was 1.8% for computer-related occupations as compared to the overall national average of 3.5%, seasonally adjusted. We believe that there are four major trends that will continue to shape demand for talent acquisition services: • Greater competition for professional talent .
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 .
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, managers participate in Inclusive Leadership trainings.
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.
With nearly 20 years in the market, we believe ClearanceJobs is an indispensable and valuable business. We are in the process of transforming our Dice brand into a similar career marketplace customized for the needs of its unique candidate and client communities.
With over 20 years in the market, we believe ClearanceJobs is an indispensable and valuable business. We continue to transform our Dice brand into a similar career marketplace customized for the needs of its unique candidate and client communities.
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 and other countries include DICE, and CLEARANCEJOBS.COM.
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.
Dice had approximately 64,000 job postings as of December 31, 2022 and during 2022, Dice had, on average, approximately 1.4 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 up to a specified number of jobs.
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.
ClearanceJobs NextGen platform provides opportunities for employers and candidates to engage in real-time through messaging and live video and employers to promote brand differentiators through BrandAmp, Pulse and employer branding pages. The majority of candidates with resumes on our site have high-level security clearance.
The platform provides opportunities for employers and candidates to engage in real-time through messaging and live video, and for employers to promote differentiators through a multitude of branding products and features. The majority of candidates with resumes on our site have high-level security clearance.
We officially launched all elements of the career marketplace features for Dice in 2021 and focused 2022 on landing launches and driving adoption with customers while launching new products to create efficiency in the recruiting process. We expect these changes to transform the way our stakeholders use Dice and to drive results as adoption increases.
We officially launched all elements of the career marketplace features for Dice in 2021 and focused 2022 on landing launches and driving adoption with customers while launching new products to create efficiency in the recruiting process.
The CPRA, which went into effect on January 1, 2023, expands upon the protections provided by the CCPA, including new limitations on the sale or sharing of consumers’ personal information, and the creation of a new state agency to enforce the CPRA’s protections. Complying with these varying requirements could cause us to incur additional costs and change our business practices.
The CPRA, which went into effect on January 1, 2023, expands upon the protections provided by the CCPA, including new limitations on the sale or sharing of consumers’ personal information, and the creation of a new state agency to enforce the CPRA’s protections.
As many companies prove the power of analytics in marketing and other business domains, organizations are seeking to gain a competitive advantage by applying data-driven insights to improve their hiring, retention and leadership capabilities.
As many companies prove the power of analytics in marketing and other business domains, organizations are seeking to gain a competitive advantage by applying data-driven insights to improve their hiring, retention and leadership capabilities. • Artificial intelligence ("AI") is reshaping the way companies identify, attract and retain top talent. AI has changed the landscape of talent acquisition.
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.
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.
Loss from continuing operations and diluted loss per share from continuing operations for the year ended December 31, 2021 includes the net negative impact of a right-of-use asset impairment, disposition, severance and related costs, and gain on investment, all net of tax, and discrete tax items of $1.2 million, or $0.02 per share.
(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.
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.
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.
DHI's brands — Dice and ClearanceJobs (the Company transferred majority ownership of the eFinancialCareers ("eFC") brand and business to eFC management on June 30, 2021) — 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 — 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.
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.
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.
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.
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.
Authorized U.S. government contractors, federal agencies, national laboratories and universities utilize The Cleared Network to quickly and easily find candidates with specific, active security clearance requirements to fill open jobs in a range of disciplines.
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.
In addition, we significantly increased our focus on customer engagement to drive best-in-class renewal rates and customer satisfaction scores most notably with our first year clients. As of December 31, 2022, we employed approximately 170 sales and support personnel in the United States.
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.
In 2022, we 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 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.
In 2021, the Company introduced inclusive fertility benefits which support all paths to parenthood. Information Availability Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy and information statements and other material information concerning us are available free of charge on the Investors page of our website at www.dhigroupinc.com.
Information Availability Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy and information statements and other material information concerning us are available, as soon as reasonably practicable after we electronically file or furnish such information to the Securities and Exchange Commission (the "SEC"), free of charge on the Investors page of our website at www.dhigroupinc.com.
We are investing to further increase the pace of innovation by adding engineers to our technology team, centered around a development model to increase the quality and speed of product delivery.
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.
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 2022. Professionals can post their resumes, search jobs and access our career-related content, news and tools.
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.
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 and purchase, and onboarding.
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.
Our sales team is organized by brand, market segment, and geography and targets Fortune 1000 companies, large staffing and recruiting firms 10 Table of Contents and other large and mid-size commercial businesses. Our strategy in 2022 focused on executing against our solution-oriented sales approach that allows our teams to better address growing market opportunities and our existing clients' needs.
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.
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.
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.
The diverse backgrounds, skills and experiences of executive officers, board members, and employees are important to both our values and performance.
Additionally the Company has a tuition reimbursement program designed to provide employees with financial assistance in continuing their education. Diversity Inclusion and diversity remain key priorities for the Company. The diverse backgrounds, skills and experiences of executive officers, board members, and employees are important to both our values and performance.
(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 2022 Highlights In 2022, DHI returned to double-digit revenue growth as employers across the United States continued to use its subscription-based offering to find, attract, engage and hire the highest quality technology and security-cleared professionals, bolstered by an increasing supply-demand gap for technologists.
(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.
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. Additionally the Company has a tuition reimbursement program designed to provide employees with financial assistance in continuing their education. Diversity Inclusion and diversity remain key priorities for the Company.
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.
We have made it a priority to support our employees as they work from home, including increased flexibility surrounding personal and family commitments and a quarterly work from home stipend. The Company budgets for professional development training by both functional group and at the individual level each year.
We offer flexible work schedules, abbreviated hours on Fridays, flexible paid time off and remote working opportunities for all team members to promote work/life balance. We have made it a priority to support our employees as they work from home, including increased flexibility surrounding personal and family commitments and a quarterly work from home stipend.
Specifically, in 2022 the Company released a number of products to help employers find tech candidates and technologists further their careers. These include, at Dice: a New Job Page, TalentSearch Auto Talent Alerts, and iOS Messaging; at ClearanceJobs: Company Pages, Scheduled Broadcast Messages, and Live Video.
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.
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.
These efforts include digital advertising, search engine marketing, content marketing, email marketing, social media and influencer marketing.
Bureau of Labor Statistics, many computer occupations are expected to have elevated long-term demand, due to increased business demand for telework computing infrastructure and information security arising from economic changes spurred by the COVID-19 pandemic. • Continued professional interest in career brands specific to industry and skills.
Bureau of Labor Statistics, computer and technology occupations are projected to grow faster than average due to the need to replace workers who leave and driven by overall demand for these skillsets. • Continued professional interest in career brands specific to industry and skills.
Chief Technology Officer, Paul Farnsworth, earned the Top 100 most influential talent acquisition thought leaders from TATech (Association for Talent Acquisition Solutions), and Chief Executive Officer, Art Zeile, was selected as one of three finalists as CEO of the Year for Colorado Technology Association’s APEX Awards. 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.
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.
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(in thousands) FY 2022 FY 2021 Change Revenues $ 149,680 $ 119,903 25 % Operating income (loss) $ 5,560 $ (1,752) n.m. Income (loss) before income taxes $ 3,597 $ (1,031) n.m. Income (loss) from continuing operations (1) $ 4,176 $ (402) n.m. Net income (loss) $ 4,176 $ (29,742) 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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Dice focused its sales efforts on attracting commercial account clients, which we believe represents over a billion dollars in Target Addressable Market (TAM) and its largest opportunity for growth. As DHI further invested in sales, marketing and product, profitability remains a priority with margin expansion possible when combined with revenue growth.
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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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Dice delivered multiple product releases creating a fly-wheel effect for client/technologist engagement as ClearanceJobs further cemented itself as a product innovation leader poised to capitalize on growing defense budgets.
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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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As employer branding becomes a greater priority for clients to tell their mission, values and culture, DHI won several awards and earned the Great Place to Work® certification, demonstrating the world-class team of talent and leadership within the organization.
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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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Exceptional Financial Performance The success of new sales processes and the expansion of both New Business and Client Success teams to increase client satisfaction manifested in a growing client base. Recruitment package customer counts for Dice and ClearanceJobs grew 5% and 10% year-over-year, respectively.
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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.
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Average annual revenue per recruitment package customer for Dice and ClearanceJobs grew 7% and 12% year-over-year, respectively. The establishment of a New Accounts Special Handling (NASH) team to create an ideal experience for first year clients resulted in an improved first-year client experience contributing to strong overall revenue renewal rates of 99% and 100% at Dice and ClearanceJobs, respectively.
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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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Bookings strengthened in the year, growing to $160.2 million to end 2022, a 20% increase from 2021. In 2022, DHI’s overall revenue growth was 25% year-over-year, a strong growth rate. The Company maintained a solid Adjusted EBITDA margin of 21% while balancing strong financial performance with strategic investments to maximize growth opportunities.
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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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Leading Tech/Cleared Sites for Candidates Dice’s Technologist Apply Flow redesign created a new, streamlined job application process with fewer steps for technologists, resulting in higher new user registration rates and applies per job posting.
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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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Dice’s TalentSearch Time Zone launched, allowing organizations that have embraced remote work to search for technologists within a designated time zone or personalized set of parameters beyond city or radius, widening the pool of skilled talent available for our clients.
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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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ClearanceJobs’ Live Video product release enabled users to record video messages and status updates directly from the platform, again pioneering innovative solutions in the talent acquisition space. In marketing, Dice’s technologist awareness campaigns exceeded 675 million impressions delivering an average of 1.6 million monthly visits and 335k newly visible profiles.
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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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ClearanceJobs had a record number of new candidate registrations, approximately 145,000 in 2022, and total candidate resumes posted increased by 14% year-over-year. The brand also had record high visible job postings at approximately 75,000, which in tandem with an engaged candidate base, further established ClearanceJobs as an essential destination for the security cleared community.
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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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Best Place to Work Promoting DHI and its brands to attract highly skilled talent, particularly in sales and technology, leads to a more successful organization. For the first time, DHI became Great Place to Work® certified, was named a 2022 Best Midsized Place to Work by BuiltIn Colorado.
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Within the platform, tech professionals can build profiles, post resumes, search jobs and access career-related content, tech career and hiring news and tools. To help make their job search more efficient, Dice job alerts deliver personalized opportunities to candidates through features like IntelliSearch job recommendations and Dice Match capabilities.
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Skill Center, a tool implemented by Dice, uses data aggregated from across the web to show skills trends, giving professionals insights into potential skills gaps and development areas. Salary Predictor and Salary Calculator offer real-time salary tools leveraging predictive analysis to help tech professionals and employers discover tailored salary estimates based on skills, job titles, years of experience and location.
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Professionals can also learn more about a company’s tech culture, tech stack and what it’s like to work on the tech team through company profiles, then connect and chat with recruiters and hiring teams to talk directly about fit.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

63 edited+21 added−25 removed163 unchanged
Biggest changeThese fluctuations have, in some cases, been unrelated or disproportionate to the operating performance of these companies. Further, the trading prices of publicly traded shares of companies in our industry have been particularly volatile and may be very volatile in the future.
Biggest changeFurther, the trading prices of publicly traded shares of companies in our industry have been particularly volatile and may be very volatile in the future. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes, or political unrest, may negatively impact the market price of our common stock.
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.
Despite our implementation of numerous security measures; including access controls, network security, information security risk management processes, software development security, cryptography, operational security, business continuity and disaster recovery, and physical security, our websites, servers, our databases and other systems as well as those of our customers may be vulnerable to computer hackers, physical or electronic break-ins, sabotage, computer viruses, worms, phishing attacks and similar disruptions from unauthorized tampering with our computer systems.
Despite our implementation of numerous security measures; including access controls, network security, information security risk management processes, software development security, cryptography, operational security, business continuity and disaster recovery, and physical security, our websites, servers, databases and other systems as well as those of our customers may be vulnerable to computer hackers, physical or electronic break-ins, sabotage, computer viruses, worms, phishing attacks and similar disruptions from unauthorized tampering with our computer systems.
Our failure or our perceived failure to comply with laws and regulations could also lead to adverse publicity and a loss of consumer confidence if it were known that we did not take adequate measures to assure the confidentiality of the personally identifiable information that our users had given to us.
Our failure or our perceived failure to comply with laws and regulations could also lead to adverse publicity and a loss of consumer confidence if it were known or perceived that we did not take adequate measures to assure the confidentiality of the personally identifiable information that our users had given to us.
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, including 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 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.
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 and 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 Dice and ClearanceJobs websites.
We recognize revenue from sales of our recruiting contracts over the terms of the agreements, which, on average, is approximately 12 months, meaning a significant portion of the revenue we report in each quarter is generated from agreements entered into during previous quarters.
We primarily recognize revenue from sales of our recruiting contracts over the terms of the agreements, which, on average, is approximately 12 months, meaning a significant portion of the revenue we report in each quarter is generated from agreements entered into during previous quarters.
Our general business interruption insurance policies have limitations with respect to covering interruptions caused by computer viruses or hackers. We have not added specific insurance coverage to protect against these risks.
Our general business interruption insurance policies have limitations with respect to covering interruptions caused by computer viruses or hackers. While we have insurance we have not added specific insurance coverage to protect against these risks.
We do not amortize goodwill nor our indefinite-lived acquired intangible asset, which is the Dice trademarks and brand name, under U.S. GAAP and instead are required to review them at least annually for impairment. The annual impairment test for the Dice trademarks and brand name is performed on October 1 of each year.
We do not amortize goodwill or our indefinite-lived acquired intangible asset, which is the Dice trademarks and brand name, under U.S. GAAP and instead are required to review them at least annually for impairment. The annual impairment test for the Dice trademarks and brand name is performed on October 1 of each year.
We also compete with 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 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 capabilities, such as recruitment websites, or have recently partnered with generalist job boards.
Our technology operations are dependent in part on our ability to protect our operating systems against, among other events: • physical damage from acts of God; • terrorist attacks or other acts of war; • power loss; • telecommunications failures; • network, hardware or software failures; • physical and electronic break-ins; • cyber security attacks; • computer viruses or worms; • identity theft; • phishing attempts; and • similar events.
Our technology operations are dependent in part on our ability to protect our operating systems against, among other events: • physical damage from acts of God; • terrorist attacks or other acts of war; • power loss; • telecommunications failures; • network, hardware or software failures; • physical and electronic break-ins; • cyber security attacks; 21 Table of Contents • computer viruses or worms; • identity theft; • phishing attempts; and • similar events.
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. 16 Table of Contents 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 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 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-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 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.
Given uncertainty around these rules, including changing interpretations, amendments or repeal, coupled with potentially significant political and 24 Table of Contents 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.
“Hacking” involves efforts to gain unauthorized access to information or systems or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and online job boards, in 21 Table of Contents particular, have been targeted by hackers who seek to gain unauthorized access to job seeker and customer data for purposes of implementing “phishing” or other schemes.
“Hacking” involves efforts to gain unauthorized access to information or systems or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and online job boards, in particular, have been targeted by hackers who seek to gain unauthorized access to job seeker and customer data for purposes of implementing “phishing” or other schemes.
Failure to provide adequate privacy protections and maintain compliance with the new data privacy laws, including the CPRA, could have a material adverse effect on our financial condition and results of operations. Our business is subject to U.S. government regulation of the Internet and taxation, which may have a material adverse effect on our business.
Failure to provide adequate privacy protections and maintain compliance with the new data privacy laws, including the CPRA, could have a material adverse effect on our financial condition and results of operations. 24 Table of Contents Our business is subject to U.S. government regulation of the Internet and taxation, which may have a material adverse effect on our business.
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.
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.
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 assure you 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.
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.
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.
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.
If we fail to increase user engagement and interaction on our web properties, we will not attract and retain a loyal user base or the advertisers who desire to reach them, which will adversely affect our business and our ability to maintain or grow our revenue. 18 Table of Contents We may be impacted by unfavorable decisions in proceedings related to future tax assessments.
If we fail to increase user engagement and interaction on our web properties, we will not attract and retain a loyal user base or the advertisers who desire to reach them, which will adversely affect our business and our ability to maintain or grow our revenue. We may be impacted by unfavorable decisions in proceedings related to future tax assessments.
We also rely on laws, including those regarding copyrights and trademarks to protect our intellectual property rights. Current laws, or the enforceability of such laws, 26 Table of Contents specifically in foreign jurisdictions, may not adequately protect our intellectual property or our databases and the data contained in them.
We also rely on laws, including those regarding copyrights and trademarks to protect our intellectual property rights. Current laws, or the enforceability of such laws, specifically in foreign jurisdictions, may not adequately protect our intellectual property or our databases and the data contained in them.
This would negatively impact our ability to attract customers, enterprises and professional organizations and increase engagement on our websites. We expect to continue to make significant investments to maintain and improve website performance and to enable rapid releases of new features and products.
This would negatively impact our ability to attract customers, enterprises and professional organizations and may decrease engagement on our websites. We expect to continue to make significant investments to maintain and improve website performance and to enable rapid releases of new features and products.
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 Amazon Web Services. We do not control the operation of these providers or their facilities, and the facilities are vulnerable to damage, interruption or misconduct.
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.
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; • 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; 17 Table of Contents • 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; • in the case of foreign acquisitions, uncertainty regarding foreign laws and regulations and difficulty integrating operations and systems as a result of cultural, systems and operational differences; 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; 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.
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, 2022, 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 10%, respectively, of our total assets.
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.
Our success and ability to compete are dependent in part on the strength of our intellectual property rights, the content included on our websites, the goodwill associated with our patents, trademarks, trade names and service marks, and on our ability to use U.S. and foreign laws to protect them.
Our success and ability to compete are dependent in part on the strength of our intellectual property rights, the content included on our websites, the goodwill associated with our patent, trademarks, trade names and service marks, and on our ability to use U.S. and foreign laws (if necessary) to protect them.
We compete with generalist job boards, some of which have substantially greater resources and brand recognition than we do, such as CareerBuilder, Monster.com, Snagajob, 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, FT.com, JobServe, Doximity, 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 15 Table of Contents boards focused specifically on the industries we service, such as Stack Overflow and Upwork.
Market disruption and volatility, poor economic conditions in the capital markets and global economy could adversely impact our ability to obtain additional financing on favorable terms or at all. Misappropriation or misuse of our intellectual property could harm our reputation, affect our competitive position and cost us money.
Market disruption and volatility, and poor economic conditions in the capital markets and global economy could adversely impact our ability to obtain additional financing on favorable terms or at all. Misappropriation or misuse of our intellectual property could harm our reputation, affect our competitive position and lower our revenue.
Dice recruitment package customers at December 31, 2022, 2021, and 2020 were 6,311, 6,004, and 5,150, respectively, while ClearanceJobs recruitment package customers at December 31, 2022, 2021, and 2020 were 2,064, 1,878, and 1,718, 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.
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.
As a result, our operations depend on our ability to maintain and protect our website services, most of which are housed within Amazon Web Services.
As a result, our operations depend on our ability to maintain and protect our website services, most of which are housed within AWS.
As of December 31, 2022, we had $30.0 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 $70.0 million, subject to the terms of the Credit Agreement.
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.
Activist campaigns can create perceived uncertainties as to our future direction, strategy, or leadership and may result in the loss of potential business opportunities, harm our ability to attract new employees, investors, customers, and other partners, and cause our stock price to experience periods of volatility. Item 1B. Unresolved Staff Comments None.
Activist campaigns can create perceived uncertainties as to our future direction, strategy, or leadership and may result in the loss of potential business opportunities, harm our ability to attract new employees, investors, customers, and other partners, and cause our stock price to experience periods of volatility.
We also compete with new competitors, including career-focused community sites such as Glassdoor and talent relationship management software 15 Table of Contents providers such as Avature and SmashFly, and emerging competitors with new business models and products that customers are more willing to trial during periods when talent is scarce.
We also compete with new competitors, including career-focused community sites such as Glassdoor and talent relationship management software providers such as Avature and Symphony Talent, and emerging competitors with new business models and products that customers are more willing to trial during periods when talent is scarce.
Therefore, our operating results, business and financial condition could be significantly harmed by an extended economic downturn or future downturns, especially in regions or industries where our operations are heavily concentrated. Further, we may face increased pricing pressures during such periods as customers seek to use lower cost or fee services.
When economic activity slows, many companies hire fewer employees. Therefore, our operating results, business and financial condition could be significantly harmed by an extended economic downturn or future downturns, especially in regions or industries where our operations are heavily concentrated. Further, we may face increased pricing pressures during such periods as customers seek to use lower cost or fee services.
As of December 31, 2022, we had $30 million in total indebtedness with additional borrowing capacity of $70 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, 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.
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, for instance increases in productivity; • 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.
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.
While we believe our application and network architecture and use of multiple availability zones and regions within Amazon Web Services reduce our risk, our business would be harmed if our customers and potential customers believe our services are unreliable.
While we believe our application and network architecture and use of multiple availability 23 Table of Contents zones and regions within AWS reduce our risk, our business would be harmed if our customers and potential customers believe our services are unreliable.
Risks Related to Our Technology Issues in the development and use of artificial intelligence ("AI") may result in reputational harm or liability . We are incorporating AI into some of our offerings. 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. This AI may be developed by the Company or others. We expect these elements of our business to grow.
For example, California adopted the California Consumer Privacy Act of 2018, or CCPA, which became effective on January 1, 2020 and was recently replaced and expanded upon by the California Privacy Rights Act, or 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 recently replaced and expanded upon by the CPRA, which was enacted on November 3, 2020 and went into effect on January 1, 2023.
We enter into strategic marketing arrangements with certain third-party web site operators pursuant to which we license our trademarks, service marks and content to such third parties in order to promote our brands and services and to generate leads to our websites.
We may enter into strategic marketing arrangements with certain third parties pursuant to which we license our trademarks, service marks and content to such third parties in order to promote our brands and services and to generate leads for our businesses.
Our indebtedness could limit 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. 19 Table of Contents The terms of our Credit Agreement may restrict our current and future operations, which would adversely affect our ability to respond to changes in our business and to manage our operations.
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.
In an effort to protect the health and safety of our employees, we have taken 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.
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.
These modifications may be prompted by search engine companies entering 22 Table of Contents the online professional networking market or aligning with competitors. Our websites have experienced fluctuations in search result rankings in the past, and we anticipate similar fluctuations in the future.
These modifications may be prompted by search engine companies entering the online professional networking market or aligning with competitors. Our websites have experienced fluctuations in search result rankings in the past, and we anticipate similar fluctuations in the future. Any reduction in the number of users directed to our websites would harm our business and operating results.
For example, in 2022 and thus far in 2023, several large technology companies have announced planned layoffs.
For example, in 2022 and 2023 several large technology companies underwent planned layoffs.
We may be unable to remedy deficiencies before the requisite deadlines for those reports. Any failure to remediate deficiencies noted by our independent registered public accounting firm or to implement required new or improved controls or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements.
Any failure to remediate deficiencies identified by management or our independent registered public accounting firm or to implement required new or improved controls or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements.
Concern among prospective customers and professionals regarding our use of personal information collected on our websites, such as credit card numbers, email 23 Table of Contents addresses, phone numbers and other personal information, could keep prospective customers from using our career services websites.
This could result in a loss of customers and revenue and materially adversely impact the success of our business. Concern among prospective customers and professionals regarding our use of personal information collected on our websites, such as credit card numbers, email addresses, phone numbers and other personal information, could keep prospective customers from using our career services websites.
Our financial projections are based on historical experience and on various other estimates and assumptions that we believe to be reasonable under the circumstances 28 Table of Contents and at the time they are made, and our actual results may differ materially from our financial projections, especially in light of the increased difficulty in making such estimates and assumptions as a result of the current macroeconomic environment.
Our financial projections are based on historical experience and on various other estimates and assumptions that we believe to be reasonable under the circumstances and at the time they are made, and our actual results may differ materially from our financial projections.
We have licensed in the past (on a royalty free basis), and expect to license in the future, various elements of our distinctive trademarks, service marks, trade dress, content and similar proprietary rights to third parties.
In addition, the laws of foreign countries do not necessarily protect intellectual property rights to the same extent as the laws of the United States. We have licensed in the past (on a royalty free basis), and may license in the future, various elements of our distinctive trademarks, service marks, trade dress, content and similar proprietary rights to third parties.
If we enable or offer AI solutions that have unintended consequences or are controversial because of their impact on human rights, privacy, employment, or other social, economic, or political issues, we may experience brand or reputational harm. 20 Table of Contents We may not timely and effectively scale and adapt our existing technology and network infrastructure to ensure that our websites are accessible within an acceptable load time.
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.
The spread of the COVID-19 pandemic caused an economic downturn on a global scale, as well as significant volatility in the financial markets. 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.
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.
The CPRA expanded on these protections by introducing new limitations on the sale or sharing of consumers' personal information and the creation of a new state agency to enforce its protections.
The CPRA expanded on these protections by introducing new limitations on the sale or sharing of consumers' personal information and the creation of a new state agency to enforce the regulations. In addition, numerous state legislatures have passed, or are contemplating passing, legislation similar in nature to the CPRA.
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.
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.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Goodwill and Indefinite-Lived Acquired Intangible Assets.” We operate in a highly competitive developing market and we may be unable to compete successfully against existing and future competitors. The market for career services is highly competitive and barriers to entry in the market are relatively low.
We operate in a highly competitive developing market and we may be unable to compete successfully against existing and future competitors. The market for career services is highly competitive and barriers to entry in the market are relatively low.
Maintaining effective internal control over financial reporting is necessary for us to produce reliable financial reports and is important in helping to prevent financial fraud. If we are unable to maintain adequate internal controls, our business and operating results could be harmed.
Failure to maintain effective internal control over financial reporting could have a material adverse effect on our business, operating results and stock price. Maintaining effective internal control over financial reporting is necessary for us to produce reliable financial reports and is important in helping to prevent financial fraud.
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.
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.
Risks Related to Ownership of Our Securities If we do not meet the continued listing requirements of the NYSE our common stock may be delisted. Our common stock is listed on the NYSE.
Any such developments (or developments stemming from enactment or modification of other laws) may significantly harm our business, operating results and financial condition. Risks Related to Ownership of Our Securities If we do not meet the continued listing requirements of the NYSE our common stock may be delisted. Our common stock is listed on the NYSE.
We also own a number of registered or applied-for trademarks and service marks that we use in connection with our business, including DICE and CLEARANCEJOBS.COM, some of which we have acquired through business acquisitions.
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.
Fluctuations in the valuation of companies perceived by investors to be comparable to us or in valuation metrics, such as our price to earnings ratio, could impact our stock price. Additionally, the stock markets have at times experienced price and volume fluctuations that have affected and might in the future affect the market prices of equity securities of many companies.
Additionally, the stock markets have at times experienced price and volume fluctuations that have affected and might in the future affect the market prices of equity securities of many companies. These fluctuations have, in some cases, been unrelated or disproportionate to the operating performance of these companies.
During 2009, we 25 Table of Contents experienced a 29% decline in revenues compared to 2008. If an economic environment similar to those experienced during 2008 and 2009 returns, our ability to generate revenue may be adversely affected.
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.
We do not undertake to provide updates or make further comments regarding the evaluation of strategic alternatives, unless otherwise required by law. 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.
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.
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.
Based on historical trends, improvements in labor markets and the need for our services generally lag behind overall economic improvements.
As of December 2022, the seasonally unadjusted U.S. unemployment rate was 1.8% for computer-related occupations as compared to the overall national average of 3.5%, seasonally adjusted. The increase in unemployment and decrease in recruitment activity experienced during 2008 and 2009 resulted in decreased demand for our services.
The increase in unemployment and decrease in recruitment activity experienced during 2008 and 2009 resulted in decreased demand for our services. During 2009, we experienced a 29% decline in revenues compared to 2008.
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In addition, the laws of foreign countries do not necessarily protect intellectual property rights to the same extent as the laws of the United States.
Added
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Goodwill and Indefinite-Lived Acquired Intangible Assets.” Our backlog may not accurately represent future revenue. Backlog consists of deferred revenue plus customer contractual commitments not invoiced, representing the value of future services to be rendered under committed contracts.
Removed
Any reduction in the number of users directed to our websites would harm our business and operating results.
Added
Our contracts are subject to delay or default and contracts in the Company's backlog are subject to changes in the scope of services to be provided as well as adjustments to the costs relating to the applicable contracts. Backlog may also be affected by, among other things, external market and economic factors beyond our control.
Removed
This could result in a loss of customers and revenue and materially adversely impact the success of our business.
Added
Accordingly, there is no assurance that the entirety of our backlog will be realized. The timing of new contracts and the mix of services can significantly affect backlog. Backlog at any given point in time may not accurately represent the future revenue that may be realized and should not be relied upon as a stand-alone indicator of future revenues.
Removed
Any such developments (or developments stemming from enactment or modification of other laws) may significantly harm our business, operating results and financial condition.
Added
The terms of our Credit Agreement may restrict our current and future operations, which would adversely affect our ability to respond to changes in our business and to manage our operations.
Removed
General Risk Factors We may from time to time consider strategic alternatives that may enhance stockholder value, which may result in the use of a significant amount of our management resources or significant costs, and we may not be able to fully realize the potential benefits of any such transaction.
Added
For example, perceived or actual technical, legal, compliance, privacy, security, ethical or other issues relating to the use of AI may cause public confidence in AI to be undermined, which could slow our customers’ adoption of our products and services that use AI.
Removed
We may consider from time to time strategic alternatives to ensure the Company’s ownership structure optimizes the Company’s ability to achieve growth initiatives through its strategic plan and to maximize stockholder value.
Added
In addition, litigation or government regulation related to the use of AI may also adversely impact our and others’ abilities to develop and offer products that use AI, as well as increase the cost and complexity of doing so.
Removed
The consideration of strategic alternatives could result in, among other things, a sale, merger, consolidation or business combination, asset divestiture, partnering or other collaboration agreements, or potential acquisitions or recapitalizations, in one or more transactions, or continuing to operate with our current business plan and strategy.
Added
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.
Removed
There can be no assurance that any review of strategic alternatives will result in the identification or consummation of any transaction.
Added
Our business may be disrupted if any of the third-party AI services we use become unavailable due to extended outages or interruptions or because they are no longer available on commercially reasonable terms or prices. Further, market demand and acceptance of AI technologies are uncertain, and we may be unsuccessful in our product development efforts.
Removed
Although there would be uncertainty that considering any possible transaction would result in definitive agreements or the completion of such transaction, we may devote a significant amount of our management resources to analyzing and pursuing such a transaction, which could negatively impact our operations.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties We do not own any properties. Our corporate headquarters is located at 6465 South Greenwood Plaza, Suite 400, Centennial, Colorado, where we lease approximately 28,000 square feet.
Biggest changeItem 2. Properties We do not own any properties. Our corporate headquarters is located at 6465 South Greenwood Plaza, Suite 400, Centennial, Colorado, where we lease approximately 28,000 square feet. We lease approximately 25,000 square feet in West Des Moines, Iowa and 12,000 square feet of office space in New York, New York.
Removed
We lease approximately 45,000 square feet of office space in Urbandale, Iowa, approximately 25,000 square feet in West Des Moines, Iowa, which will replace the Urbandale, Iowa facility in 2023, and 16,000 square feet of office space in New York, New York, of which 12,000 square feet was subleased during the third quarter of 2018.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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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. 29 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. 30 Table of Contents Item 4. Mine Safety Disclosures Not applicable.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSubsequent to December 31, 2022, the Company's Board of directors announced a new stock repurchase program that permits the repurchase of up to $10 million of the Company's common stock through February 2024. 30 Table of Contents During the three months ended December 31, 2022, 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, 2022 207,759 $ 5.88 207,759 $ 4,430,601 November 1 through November 30, 2022 219,575 $ 5.69 219,575 $ 3,180,143 December 1 through December 31, 2022 212,690 $ 5.21 212,690 $ 2,071,641 Total 640,024 640,024 [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 15, 2022, the Company announced that its Board of Directors approved a new stock repurchase program that permits the purchase of up to $15.0 million of the Company's common stock through February 2023.
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.
Performance Graph The following graph shows the total shareholder return of an investment of $100 in cash on December 31, 2017 through December 31, 2022 (the last trading day of our common stock on the NYSE in 2022) for (i) our common stock, (ii) the Russell 2000 and (iii) the Dow Jones Internet Composite Index, at the closing price on December 31, 2022.
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.
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, 2022, there were 19 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, 2023, there were 20 stockholders of record of our common stock.
The performance graph is not deemed “filed” with the SEC. 31 Table of Contents Item 6. Reserved None.
The performance graph is not deemed “filed” with the SEC. 32 Table of Contents Item 6. Reserved None.
The following table summarizes the stock repurchase plans approved by the board of directors: May 2019 to May 2020 May 2020 to May 2021 (1) February 2021 to June 2022 (2) February 2022 to February 2023 (3) Approval Date April 2019 May 2020 February 2021 February 2022 Authorized Repurchase Amount of Common Stock $7 million $5 million $20 million $15 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: 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.
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.
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.
(3) On February 15, 2022, the Company announced that its Board of Directors approved a new stock repurchase program that permits the purchase of up to $15.0 million of the Company's common stock through February 2023. 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.
All values assume reinvestment of the full amount of all dividends, if any. 12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 DHX $ 100.00 $ 80.00 $ 158.42 $ 116.84 $ 328.42 $ 278.42 Russell 2000 $ 100.00 $ 88.99 $ 111.70 $ 134.00 $ 153.85 $ 122.41 Dow Jones Internet Composite Index $ 100.00 $ 106.51 $ 127.43 $ 194.98 $ 208.14 $ 113.70 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. 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.

Item 7. Management's Discussion & Analysis

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

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Biggest changeA reconciliation of Adjusted EBITDA for the years ended December 31, 2022, 2021 and 2020 follows (in thousands): Year Ended December 31, 2022 2021 2020 Reconciliation of Net Income (loss) to Adjusted EBITDA: Net income (loss) $ 4,176 $ (29,742) $ (30,015) Interest expense 1,580 748 1,031 Income tax benefit (579) (629) (2,826) Depreciation 17,487 16,344 10,259 Non-cash stock based compensation 9,519 7,681 5,764 Income from equity method investment (1,597) (190) — Impairment of intangible assets — — 15,200 Impairment of goodwill — — 22,607 Impairment of investment 2,300 — 2,002 Impairment of right-of-use asset — 1,919 — Proceeds from settlement (2,061) — — Gain on investments (320) (1,198) (200) Severance and related costs 445 1,969 1,194 Loss (income) on discontinued operations, net of tax — 29,340 (2,382) Other — (80) — Adjusted EBITDA $ 30,950 $ 26,162 $ 22,634 Reconciliation of Operating Cash Flows to Adjusted EBITDA: Net cash provided by operating activities $ 36,035 $ 28,581 $ 18,683 Interest expense 1,580 748 1,031 Amortization of deferred financing costs (146) (147) (147) Income tax benefit (579) (629) (2,826) Deferred income taxes 3,800 569 2,918 Change in accrual for unrecognized tax benefits 16 156 446 Change in accounts receivable 2,109 1,102 (859) Change in deferred revenue (4,718) (10,075) 8,193 Discontinued operations results — (3,593) (7,290) Severance and related costs 445 1,969 1,194 Changes in working capital and other (7,592) 7,481 1,291 Adjusted EBITDA $ 30,950 $ 26,162 $ 22,634 48 Table of Contents A reconciliation of Adjusted EBITDA Margin for the years ended December 31, 2022, 2021 and 2020 follows (in thousands, except percentages): Year Ended December 31, 2022 2021 2020 Revenues $ 149,680 $ 119,903 $ 111,167 Net income (loss) $ 4,176 $ (29,742) $ (30,015) Net income (loss) margin (1) 3 % (25) % (27) % Adjusted EBITDA $ 30,950 $ 26,162 $ 22,634 Adjusted EBITDA Margin (1) 21 % 22 % 20 % (1) Net income (loss) margin and Adjusted EBITDA Margin are calculated by dividing the respective measure by that period's revenues Liquidity and Capital Resources Cash Flows We have summarized our cash flows for the years ended December 31, 2022, 2021 and 2020 as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cash from operating activities $ 36,035 $ 28,581 $ 18,683 Cash used in investing activities (17,656) (19,304) (15,904) Cash used in financing activities (16,913) (15,387) (542) We have financed our operations primarily through cash provided by operating activities and borrowings under our revolving credit facility.
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.
Adjusted EBITDA Margin is computed as Adjusted EBITDA divided by Revenues. We also consider Adjusted EBITDA and Adjusted EBITDA Margin, as defined above, to be important indicators to investors because they provide information related to our ability to provide cash flows to meet future debt service, capital expenditures, working capital requirements, and to fund future growth.
Adjusted EBITDA Margin is computed as Adjusted EBITDA divided by Revenues. We also consider Adjusted EBITDA and Adjusted EBITDA Margin, as defined above, to be important indicators to investors because they provide information related to our ability to provide cash flows to meet future debt service, capital expenditures, and working capital requirements, and to fund future growth.
Adjusted EBITDA represents net income plus (to the extent deducted in calculating such net income) interest expense, income tax expense, depreciation and amortization, and items such as non-cash stock based compensation, losses resulting from certain dispositions outside the ordinary course of business including prior negative operating results of those divested businesses, certain write-offs in connection with indebtedness, impairment charges with respect to long-lived assets, expenses incurred in connection with an equity offering or any other offering of securities by the Company, extraordinary or non-recurring non-cash expenses or losses, losses from equity method investments, transaction costs in connection with the credit agreement, deferred revenues written off in connection with acquisition purchase accounting adjustments, write-off of non-cash stock-based compensation expense, severance and retention costs related to dispositions and reorganizations of the Company, and losses related to legal claims and fees that are unusual in nature or infrequent, minus (to the extent included in calculating such net income) non-cash income or gains, including income from equity method investments, interest income, business interruption insurance proceeds, and any income or gain resulting from certain dispositions outside the ordinary course of business, including prior operating results of those divested businesses, and gains related to legal claims that are unusual in nature or infrequent.
Adjusted EBITDA represents net income plus (to the extent deducted in calculating such net income) interest expense, income tax expense, depreciation and amortization, and items such as non-cash stock based compensation, losses resulting from certain dispositions outside the ordinary course of business including prior negative operating results of those divested businesses, certain write-offs in connection with indebtedness, impairment charges with respect to long-lived assets, expenses incurred in connection with an equity offering or any other offering of securities by the Company, extraordinary or non-recurring non-cash expenses or losses, losses from equity method investments, transaction costs in connection with the credit agreement, deferred revenues written off in connection with acquisition purchase accounting adjustments, write-off of non-cash stock-based compensation expense, impairment of investment, severance and retention costs related to dispositions and reorganizations of the Company, restructuring charges and losses related to legal claims and fees that are unusual in nature or infrequent, minus (to the extent included in calculating such net income) non-cash income or gains, including income from equity method investments, interest income, business interruption insurance proceeds, and any income or gain resulting from certain dispositions outside the ordinary course of business, including prior operating results of those divested businesses, and gains related to legal claims that are unusual in nature or infrequent.
Fair values are determined using a profit allocation methodology which estimates the value of the trademark and brand name by capitalizing the profits saved because the company owns the asset. We consider factors such as historical performance, anticipated market conditions, operating expense trends and capital expenditure requirements.
Fair values are determined using a profit allocation methodology which estimates the value of the trademark and brand name by capitalizing the profits saved because the company owns the asset. We consider factors such as historical performance, anticipated market conditions, revenues, operating expense trends and capital expenditure requirements.
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, 2022. Therefore, no quantitative impairment test was performed as of December 31, 2022. 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, 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.
We understand that although Adjusted EBITDA and Adjusted EBITDA Margin is frequently used by securities analysts, lenders and others in their evaluation of companies, Adjusted EBITDA and Adjusted EBITDA Margin have limitations as analytical tool, and you should not consider them in isolation, or as a substitute for analysis of our liquidity or results as reported under GAAP.
We understand that although Adjusted EBITDA and Adjusted EBITDA Margin is frequently used by securities analysts, lenders and others in their evaluation of companies, Adjusted EBITDA and Adjusted EBITDA Margin have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our liquidity or results as reported under GAAP.
Financing Activities Cash used in financing activities during the year ended December 31, 2022 was $16.9 million primarily due to cash uses of $23.4 million, net, related to share repurchases and $0.5 million from financing costs paid, partially offset by $7.0 million of net proceeds on long-term debt.
Cash used during the year ended December 31, 2022 was $16.9 million primarily due to cash uses of $23.4 million, net, related to share repurchases and $0.5 million from financing costs paid, partially offset by $7.0 million of net proceeds on long-term debt.
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, 2022, 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, 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 leases have terms from one year to eight years, some of which include options to renew the lease, and are included in the lease term when it is reasonably certain that the Company will exercise the option. No leases include options to purchase the leased property.
The leases have terms from one year to ten years, some of which include options to renew the lease, and are included in the lease term when it is reasonably certain that the Company will exercise the option. No leases include options to purchase the leased property.
Alternatively, a decrease in the unemployment rate or a labor shortage, including as a result of an increase in job turnover, generally means that employers (including our customers) are seeking to hire more individuals, which would generally lead to more job postings and databases licenses and have a positive impact on our revenues and results of operations.
A decrease in the unemployment rate or a labor shortage, including as a result of an increase in job turnover, generally means that employers (including our customers) are seeking to hire more individuals, which would generally lead to more job postings and database licenses and have a positive impact on our revenues and results of operations.
The Company's operating results attributable to the Dice trademarks and brand name for the fourth quarter of 2022 and estimated future results as of December 31, 2022 approximate the projections used in the October 1, 2022 analysis.
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.
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.
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.
Comparison of Years Ended December 31, 2022 and 2021 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, 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.
Results for the Tech-focused reporting unit for the fourth quarter of 2022 and estimated future results as of December 31, 2022 approximate the projections used in the October 1, 2022 analysis.
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.
If recruitment activity slows in the industries in which we operate, our revenues and results of operations could be negatively impacted. 52 Table of Contents Recent Accounting Pronouncements For a discussion of new accounting pronouncements affecting the Company, refer to Note 2 of the notes to consolidated financial statements included in Item 8 of this Annual Report. 53 Table of Contents
If recruitment activity slows in the industries in which we operate, our revenues and results of operations could be negatively impacted. 48 Table of Contents Recent Accounting Pronouncements For a discussion of new accounting pronouncements affecting the Company, refer to Note 2 of the notes to consolidated financial statements included in Item 8 of this Annual Report. 49 Table of Contents
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.
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.
Changes in our strategy, uncertainty related to COVID-19, 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 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.
In addition, we had $70.0 million in borrowing capacity under our $100.0 million Credit Agreement at December 31, 2022, 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 $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.
The Company incurs a commitment fee ranging from 0.35% to 0.50% on any unused capacity under the revolving loan facility, determined by the 50 Table of Contents Company’s most recent consolidated leverage ratio.
The Company incurs a commitment fee ranging from 0.35% to 0.50% on any unused capacity under the revolving loan facility, determined by the Company’s most recent consolidated leverage ratio.
In addition, a future decline in the overall market conditions, uncertainty related to COVID-19, political instability, and/or changes in the Company’s market share could negatively impact the estimated future cash flows and discount rates used to determine the fair value of the reporting unit and could result in an impairment charge in the foreseeable future.
In addition, a future decline in the overall market conditions, political instability, and/or changes in the Company’s market share could negatively impact the estimated future cash flows and discount rates used to determine the fair value of the reporting unit and could result in an impairment charge in the foreseeable future.
In the October 1, 2022 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 12.0%.
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%.
The amount of goodwill as of December 31, 2022 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, 2022 analysis was 11.0%. 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, 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.
If the carrying value exceeds the fair value, an impairment loss is recorded. The impairment test performed as of October 1, 2022 resulted in the fair value of the Dice trademarks and brand name exceeding the carrying value by 137%.
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%.
Financings and Capital Requirements Credit Agreement We have a $100 million revolving credit facility, which matures June 2027, with $30.0 million of outstanding borrowings on the facility at December 31, 2022, leaving $70.0 million available for future borrowings, subject to the terms of the Credit Agreement.
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.
Proceeds from settlement Year Ended December 31, Increase Percent Change 2022 2021 (in thousands, except percentages) Proceeds from settlement $ 2,061 $ — $ 2,061 — % Percentage of revenues 1.4 % — % During the fourth quarter of 2022 the Company received proceeds from a legal settlement of $2.1 million.
Proceeds from settlement Year Ended December 31, Decrease Percent Change 2023 2022 (in thousands, except percentages) Proceeds from settlement $ — $ 2,061 $ (2,061) (100.0) % Percentage of revenues — % 1.4 % During the fourth quarter of 2022 the Company received proceeds from a legal settlement of $2.1 million.
Investing Activities During the year ended December 31, 2022, cash used in investing activities was $17.7 million compared to $19.3 million of cash used in investing activities during the year ended December 31, 2021.
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.
Revenues for ClearanceJobs increased by $4.7 million, or 16.1%, as compared to the same period of 2020, 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 $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.
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.
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.
At December 31, 2022, we had cash and borrowings of $3.0 million and $30.0 million, respectively, compared to $1.5 million and $23.0 million, respectively, at December 31, 2021. 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, 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.
The annual impairment test for the Tech-focused reporting unit performed as of October 1, 2022 resulted in the fair value of the reporting unit being substantially in excess of the carrying value with fair value exceeding the carrying value by 154%.
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.
Assuming an interest rate of 6.67% (the rate in effect on December 31, 2022) on our current borrowings, interest payments are expected to be $2.0 million per year in years 2023 through 2026 and $1.0 million in 2027.
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.
The Company’s ability to achieve these revenue projections may be impacted by, among other things, uncertainty related to COVID-19, 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, 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.
See also Note 7 of the notes to consolidated financial statements.
See note 7 of the notes to consolidated financial statements for additional information.
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. Recent Developments None.
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.
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 47 Table of Contents • Other companies in our industry may calculate Adjusted EBITDA and Adjusted EBITDA Margin differently than we do, limiting their usefulness as a comparative measure.
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.
We believe the presentation of non-GAAP measures, such as Adjusted EBITDA and Adjusted EBITDA margin, provides useful information to management and investors regarding certain financial and business trends relating to our financial condition and results of operations. Adjusted EBITDA and Adjusted EBITDA Margin Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP metrics used by management to measure operating performance.
GAAP and may be different from similarly titled non-GAAP measures reported by other companies. We believe the presentation of non-GAAP measures, such as Adjusted EBITDA and Adjusted EBITDA margin, provides useful information to management and investors regarding certain financial and business trends relating to our financial condition and results of operations.
Interest Expense and Other Year Ended December 31, Increase Percent Change 2022 2021 (in thousands, except percentages) Interest expense and other $ 1,580 $ 667 $ 913 136.9 % Percentage of revenues 1.1 % 0.6 % Interest expense and other increased by $0.9 million, or 136.9%, from the same period in 2021 due to higher debt outstanding under the Credit Agreement during the current period and higher interest rates. 40 Table of Contents Income Taxes Year Ended December 31, 2022 2021 (in thousands, except percentages) Income (loss) before income taxes $ 3,597 $ (1,031) Income tax benefit (579) (629) Effective tax rate (16.1) % 61.0 % A reconciliation between the income tax expense (benefit) at the federal statutory rate and the reported income tax benefit is summarized as follows: Year Ended December 31, 2022 2021 Federal statutory rate $ 755 $ (216) Gain on sale of businesses or investments — (251) Stock-based compensation (1,130) (84) State tax expense, net of federal effect 139 110 Change in accrual for unrecognized tax benefits (16) (155) Executive compensation 266 541 Research and development tax credits (763) (478) Income from equity method investment (335) — Change in valuation allowance 555 — Other (50) (96) Income tax benefit $ (579) $ (629) Our effective income tax rate was (16.1)% and 61.0% for the years ended December 31, 2022 and 2021, respectively.
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.
Operating Income (Loss) Year Ended December 31, Increase Percent Change 2022 2021 (in thousands, except percentages) Revenue $ 149,680 $ 119,903 $ 29,777 24.8 % Operating income (loss) 5,560 (1,752) $ 7,312 (417.4) % Percentages of revenues 3.7 % (1.5) % 39 Table of Contents Operating income for the year ended December 31, 2022 was $5.6 million, a margin of 3.7%, compared to operating loss of $1.8 million, a negative margin of 1.5%, for the same period in 2021.
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.
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, 2022.
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.
From time to time, we see market slowdowns, which can lead to lower demand for recruiting technologists and financial and security cleared professionals. In 2020 and early in 2021, the COVID-19 pandemic led to a reduction in recruitment activity.
From time to time, we see market slowdowns, which can lead to lower demand for recruiting technologists and financial and security cleared professionals.
Cost of Revenues Year Ended December 31, Increase Percent Change 2022 2021 (in thousands, except percentages) Cost of revenues $ 17,607 $ 15,088 $ 2,519 16.7 % Percentage of revenues 11.8 % 12.6 % Cost of revenues increased by $2.5 million, or 16.7%, driven by an increase of $1.8 million from higher compensation related costs, primarily from higher headcount.
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.
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. The Company also uses this measure to calculate amounts of performance based compensation under the senior management incentive bonus program.
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.
Income from equity method investment Year Ended December 31, Increase Percent Change 2022 2021 (in thousands, except percentages) Income from equity method investment $ 1,597 $ 190 $ 1,407 740.5 % Percentage of revenues 1.1 % 0.2 % During the years ended December 31, 2022 and 2021, the Company recorded $1.6 million and $0.2 million, respectively, of income related to its proportionate share of eFC's net income.
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.
Impairment of investment Year Ended December 31, Decrease Percent Change 2022 2021 (in thousands, except percentages) Impairment of investment $ (2,300) $ — $ (2,300) — % Percentage of revenues (1.5) % — % During the third quarter of 2022, the Company recognized a $2.3 million loss related to an impairment of a subordinated convertible promissory note as further described in Note 7 of the notes to consolidated financial statements.
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.
Gain on investment Year Ended December 31, Decrease Percent Change 2022 2021 (in thousands, except percentages) Gain on investment $ 320 $ 1,198 $ (878) (73.3) % Percentage of revenues 0.2 % 1.0 % During the second quarter of 2022, the Company recognized a $0.3 million gain from the sale of its 40% common share interest in Rigzone.
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.
Sales and Marketing Expenses Year Ended December 31, Increase Percent Change 2022 2021 (in thousands, except percentages) Sales and marketing $ 59,364 $ 43,701 $ 15,663 35.8 % Percentage of revenues 39.7 % 36.4 % Sales and marketing expenses increased $15.7 million, or 35.8%, from the same period in 2021.
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.
The tables below detail this customer data. 32 Table of Contents Recruitment Package Customers Increase (Decrease) Percent Change Recruitment Package Customers: December 31, 2022 December 31, 2021 Dice 6,311 6,004 307 5% ClearanceJobs 2,064 1,878 186 10% Average Annual Revenue per Recruitment Package Customer (1) FY 2022 FY 2021 Increase (Decrease) Percent Change Dice $14,664 $13,644 $1,020 7% ClearanceJobs $19,080 $17,028 $2,052 12% (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, 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.
A summary of our deferred revenue and backlog is as follows: Summary of Deferred Revenue and Backlog: December 31, 2022 December 31, 2021 Increase Percent Change (in thousands, except percentages) Deferred Revenue $ 50,864 $ 46,146 $ 4,718 10 % Contractual commitments not invoiced 66,391 46,497 19,894 43 % Backlog 1 $ 117,255 $ 92,643 $ 24,612 27 % (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: 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.
Cash used during the year ended December 31, 2020 was $0.5 million primarily due to $10.5 million of repurchases of common stock, partially offset by $10.0 million of net borrowings on long-term debt.
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.
Net cash flows from operating activities were $28.6 million and $18.7 million for the years ended December 31, 2021 and 2020, respectively, an increase of $9.9 million. Cash inflow from operations is driven by earnings and is dependent on the amount and timing of billings and cash collection from our customers.
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.
Product Development Expenses Year Ended December 31, Increase Percent Change 2022 2021 (in thousands, except percentages) Product development $ 17,674 $ 16,020 $ 1,654 10.3 % Percentage of revenues 11.8 % 13.4 % Product development expenses increased $1.7 million, or 10.3%, driven by an increase of $5.0 million from higher compensation related costs, primarily due to higher headcount, partially offset by an increase in capitalized labor of $3.8 million, which decreases operating expenses.
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.
We intend to use operating cash flows to fund capital expenditures. 51 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.
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.
The October 1, 2022 analysis included operating margins during the year ending December 31, 2022 that approximate operating margins for the year ended December 31, 2021 and then increasing modestly. If future cash flows that are attributable to the Dice trademarks and brand name are not achieved, the Company could realize an impairment in a future period.
If future cash flows that are attributable to the Dice trademarks and brand name are not achieved, the Company could realize an impairment in a future period.
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. 36 Table of Contents Results of Operations 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, 2022, 2021 and 2020.
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.
The 2021 tax rate differed from the federal statutory rate primarily because of the utilization of a capital loss carryforward to offset a gain on an investment; deduction limitations on executive compensation; and tax credits for research and development.
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.
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 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.
Other Capital Requirements As of December 31, 2022, we recorded approximately $0.8 million of unrecognized tax benefits as liabilities, and we are uncertain if or when such amounts may be settled. Related to the unrecognized tax benefits considered permanent differences, we have also recorded a liability for potential penalties and interest.
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.
Cash provided by operating activities during the year ended December 31, 2022 increased primarily due to strong billings to and collections from customers and the timing of certain vendor and tax payments.
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.
Dice had 6,311 recruitment package customers as of December 31, 2022, which was an increase of 307, or 5%, year over year and average revenue per recruitment package customer for Dice increased 7% for the year ended December 31, 2022. The increases were driven by strong renewal rates and new business customers.
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.
Depreciation Year Ended December 31, Increase Percent Change 2022 2021 (in thousands, except percentages) Depreciation $ 17,487 $ 16,344 $ 1,143 7.0 % Percentage of revenues 11.7 % 13.6 % Depreciation expense increased $1.1 million or 7.0% from the same period in 2021, in connection with increasing internal development costs driving higher depreciation.
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.
We continue to make investments in our business and infrastructure to help us achieve our long-term growth objectives, such as the innovative products in the table below. 33 Table of Contents Product Releases 2022 2021 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 Dice Marketplace, Dice TalentSearch Social Data Refresh, Brand.io, TalentSearch Personalization, Unbiased Sourcing Mode ClearanceJobs Company Page, ClearanceJobs Multi-Factor Authentication, ClearanceJobs Live Video, ClearanceJobs Scheduled Broadcast Messages ClearanceJobs Meetings, ClearanceJobs Video, Team Recruiting, Shared Talent Pipelines, Quality of Use Improvements 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 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.
Consolidated operating results in dollars and as a percent of revenue follows: For the year ended December 31, (in thousands) 2022 2021 2020 2022 vs 2021 2021 vs 2020 Revenues $ 149,680 $ 119,903 $ 111,167 $ 29,777 $ 8,736 Operating expenses: Cost of revenues 17,607 15,088 14,286 2,519 802 Product development 17,674 16,020 14,887 1,654 1,133 Sales and marketing 59,364 43,701 39,693 15,663 4,008 General and administrative 34,049 28,583 26,625 5,466 1,958 Depreciation 17,487 16,344 10,259 1,143 6,085 Impairment of intangible assets — — 15,200 — (15,200) Impairment of goodwill — — 22,607 — (22,607) Impairment of right-of-use asset — 1,919 — (1,919) 1,919 Total operating expenses 146,181 121,655 143,557 24,526 (21,902) Other operating income: Proceeds from settlement 2,061 — — 2,061 — Operating income (loss) $ 5,560 $ (1,752) $ (32,390) $ 7,312 $ 30,638 For the year ended December 31, 2022 2021 2020 Revenues 100.0% 100.0% 100.0% Operating expenses: Cost of revenues 11.8 % 12.6 % 12.9 % Product development 11.8 % 13.4 % 13.4 % Sales and marketing 39.7 % 36.4 % 35.7 % General and administrative 22.7 % 23.8 % 24.0 % Depreciation 11.7 % 13.6 % 9.2 % Impairment of intangible assets — % — % 13.7 % Impairment of goodwill — % — % 20.3 % Impairment of right-of-use asset — % 1.6 % — % Total operating expenses 97.7 % 101.5 % 129.1 % Other operating income: Proceeds from settlement 1.4 % — % — % Operating income (loss) 3.7 % (1.5) % (29.1) % 37 Table of Contents Comparison of Years Ended December 31, 2022 and 2021 Revenues Year Ended December 31, Increase (Decrease) Percent Change 2022 2021 (in thousands, except percentages) Dice (1) $ 106,957 $ 86,257 $ 20,700 24.0 % ClearanceJobs 42,723 33,646 9,077 27.0 % Total revenues $ 149,680 $ 119,903 $ 29,777 24.8 % (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) 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.
ClearanceJobs had 2,064 recruitment package customers as of December 31, 2022 compared to 1,878 as of December 31, 2022, an increase of 10%, and average revenue per recruitment package customer increased 12%. The increases for ClearanceJobs were due to continued high demand for professionals with government clearance and consistent product releases and enhancements driving activity on the site.
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.
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. We have no significant long-term obligations to purchase a fixed or minimum amount with these vendors.
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.
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. Lead generation information utilizes advertising and other methods to deliver leads to a customer.
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.
Included in the balance of unrecognized tax benefits at December 31, 2022 are $0.8 million of tax benefits that would affect the effective tax rate if recognized. The Company believes it is reasonably possible that as much as $0.2 million of its unrecognized tax benefits may be recognized in the next twelve months.
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 loss was partially offset by the recording of an equity method investment of $3.6 million and eFC's earnings during the period. 41 Table of Contents Earnings per Share Year Ended December 31, 2022 2021 (in thousands, except per share amounts) Income (loss) from continuing operations $ 4,176 $ (402) Loss from discontinued operations, net of tax — (29,340) Net income (loss) $ 4,176 $ (29,742) Weighted-average shares outstanding - basic 44,274 46,333 Weighted-average shares outstanding - diluted 46,533 46,333 Diluted earnings (loss) per share - continuing operations $ 0.09 $ (0.01) Diluted earnings (loss) per share - discontinued operations $ — $ (0.63) Diluted earnings (loss) per share $ 0.09 $ (0.64) Diluted earnings (loss) per share from continuing operations was $0.09 and $(0.01) for the years ended December 31, 2022 and 2021, respectively.
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.
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. GAAP and may be different from similarly titled non-GAAP measures reported by other companies.
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 increase was primarily driven by $9.4 million increase in compensation related costs due to increased headcount and higher quota attainment versus sales plan, and a $5.1 million increase in discretionary marketing expenses supporting the growth in the sales team, and a $1.1 million increase in operational costs, including company events, credit card fees, and hotel and travel. 38 Table of Contents General and Administrative Expenses Year Ended December 31, Increase Percent Change 2022 2021 (in thousands, except percentages) General and administrative $ 34,049 $ 28,583 $ 5,466 19.1 % Percentage of revenues 22.7 % 23.8 % General and administrative costs increased $5.5 million or 19.1%, primarily due to an increase in compensation related costs of $3.7 million, which includes a $1.8 million increase in stock-based compensation.
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 Company's Board of Directors approved a stock repurchase program that permits the Company to repurchase its common stock. During the year ended December 31, 2022, the Company repurchased 3.3 million shares for $18.6 million. As of December 31, 2022, the value of shares available to be purchased under the current plan was $2.1 million.
During the year ended December 31, 2023, the Company repurchased 1.7 million shares for $6.9 million. As of December 31, 2023, the value of shares available to be purchased under the current plan was $4.8 million. Management has discretion in determining the conditions under which shares may be purchased from time to time.
Cash used in investing activities during the year ended December 31, 2021 is comprised of $3.2 million of cash transferred to eFC related to the transfer of ownership in the prior year period, $3.0 million of cash paid for an investment as described in Note 7 of the notes to consolidated financial statements, and $14.3 million of fixed assets purchases, which is primarily comprised of capitalized development costs, partially offset by cash proceeds of $1.2 million from the sale of an investment.
Cash used in investing activities during the year ended December 31, 2023 is comprised of $20.3 million of purchases of fixed assets, partially offset by $5.0 million of cash received from sale of investment.
The Company records its proportionate share of eFC's net income three months in arrears. The increase of $1.4 million is primarily due to the 2022 period reflecting a full year of activity.
The Company records its proportionate share of eFC's net income three months in arrears. See note 7 of the notes to consolidated financial statements for additional information.
Income (loss) from discontinued operations, net of tax For the year ended December 31, Increase Percent Change 2022 2021 (in thousands, except percentages) Loss from discontinued operations, net of tax $ — $ (29,340) $ 29,340 (100) % Percentage of revenues — % (24.5) % During the second quarter of 2021, the Company transferred majority ownership of its eFC business to eFC management and has recorded it as a discontinued operation.
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.
Any slowdown in recruitment activity that occurs could negatively impact our revenues and results of operations. For instance, the COVID-19 pandemic resulted in a slowdown of recruiting activity in 2020 and early in 2021, which negatively impacted our business.
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.
Removed
We have been in the recruiting and career development business for over 30 years. Based on our operating structure, we have identified one reportable segment, Tech-focused, which includes the Dice and ClearanceJobs businesses and corporate related costs.
Added
During the third quarter of 2023, the Company sold a portion of its ownership in eFC reducing its total interest in eFC from 40% to 10%. We have been in the recruiting and career development business for over 30 years.
Removed
Deferred revenue, as shown on the consolidated balance sheets, reflects customer billings made in advance of services being rendered. Backlog consists of deferred revenue plus customer contractual commitments not invoiced representing the value of future services to be rendered under committed contracts.
Added
Recent Developments Director Appointment On July 26, 2023, Joseph Massaquoi, Jr. was appointed as a member of the Board of Directors of the Company and a member of the Audit Committee. Chief Financial Officer Transition On August 7, 2023, Kevin Bostick resigned from his position as the Chief Financial Officer of the Company, effective September 1, 2023. Mr.
Removed
Backlog at December 31, 2022 increased $24.6 million from December 31, 2021 due to the strong technology recruitment market driving bookings growth for both Dice and ClearanceJobs, investments in product, sales and marketing and a focus on signing multi-year contracts.
Added
Bostick served the Company through December 31, 2023 in order to help support a transition. Accordingly, on August 28, 2023 the Board of Directors of the Company appointed Art Zeile, the Company’s current President 33 Table of Contents and Chief Executive Officer, to also serve as Interim Chief Financial Officer while the Company searched for a permanent Chief Financial Officer.

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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 changeAs of December 31, 2022, we had outstanding borrowings of $30.0 million under our Credit Agreement. A hypothetical increase of 1.0% on these variable rate borrowings would have increased our annual interest expense by approximately $0.3 million for the year ended December 31, 2022. 54 Table of Contents
Biggest changeAs 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
Item 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 eFinancialCareers ("eFC") name.
Item 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.
Borrowings under the credit agreement denominated in pounds sterling, if any, bear interest at the SONIA rate plus a margin. The margin ranges from 2.00% to 2.75% on SOFR and SONIA loans and 1.00% to 1.75% on the base rate, as determined by our most recent consolidated leverage ratio, plus and additional spread of 0.10%.
Borrowings under the credit agreement denominated in pounds sterling, if any, bear interest at the SONIA rate plus a margin. The margin ranges from 2.00% to 2.75% on SOFR and SONIA loans and 1.00% to 1.75% on the base rate, as determined by our most recent consolidated leverage ratio, plus an additional spread of 0.10%.

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