DHI GROUP, INC.

Previous wording

Information contained herein contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include, without limitation, information concerning our possible or assumed future financial condition, liquidity and results of operations, including expectations (financial or otherwise), our strategy, plans, objectives, and intentions, and growth potential. These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to: our ability to execute our tech-focused strategy; write-offs of goodwill, tradename and intangible assets; competition from existing and future competitors; changes in the recruiting and career services business and technologies, and the development of new products and services; failure to develop and maintain our reputation and brand recognition; failure to increase or maintain the number of customers who purchase recruitment packages; failure to attract qualified professionals or grow the number of qualified professionals who use our websites; inability to successfully integrate future acquisitions or identify and consummate future acquisitions; misappropriation or misuse of our intellectual property, claims against us for intellectual property infringement or the failure to enforce our ownership or use of intellectual property; failure of our businesses to attract, retain and engage users; unfavorable decisions in proceedings related to future tax assessments; taxation risks in various jurisdictions for past or future sales; significant downturn not immediately reflected in our operating results; our indebtedness and the potential inability to borrow funds under our Credit Agreement (as defined below); our ability to incur additional debt; covenants in our Credit Agreement; the development and use of artificial intelligence; failure to timely and efficiently scale and adapt our existing technolog…

Excerpt shortened here; the source contains the full paragraph.

Current wording

“believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to: our ability to execute our tech-focused strategy; write-offs of goodwill, tradename and intangible assets; backlog not accurately representing future revenue; competition from existing and future competitors; changes in the recruiting and career services business and technologies, and the development of new products and services; failure to develop and maintain our reputation and brand recognition; failure to increase or maintain the number of customers who purchase recruitment packages; failure to attract qualified professionals or grow the number of qualified professionals who use our websites; inability to successfully integrate future acquisitions or identify and consummate future acquisitions; misappropriation or misuse of our intellectual property, claims against us for intellectual property infringement or the failure to enforce our ownership or use of intellectual property; failure of our businesses to attract, retain and engage users; unfavorable decisions in proceedings related to future tax assessments; taxation risks in various jurisdictions for past or future sales; significant downturn not immediately reflected in our operating results; our indebtedness and the potential inability to borrow funds under our Credit Agreement (as defined below); our ability to incur additional debt; covenants in our Credit Agreement; the development and use of artificial intelligence; failure to timely and efficiently scale and adapt our existing technology and network infrastructure; capacity constraints, systems failures or breaches of network security; the usefulness of our candidate profiles; decrease in user engagement; Internet search engine methodologies and their impact on our search result rankings; failure to halt the operations of websites that aggregate our data, as well as data from other companies; our reliance on third-party data hosting facilities; compliance with laws and regulations concerning collection, storage and use of professionals’ professional and personal information; U.S. regulation of the internet; a review of strategic alternatives may occur from time to time and the possibility that such review will not result in a transaction; loss of key executives and technical personnel and our ability to attract and retain key executives, incl…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

We are a provider of software products, online tools and services that deliver career marketplaces to candidates and employers in the United States. DHI’s brands, Dice and ClearanceJobs, enable recruiters and hiring managers to efficiently search, match and connect with highly skilled technologists in specialized fields, particularly technology and active government security clearance. Professionals find ideal employment opportunities, relevant job advice and personalized data that help manage their technologist lives.

Current wording

We are a provider of software products, online tools and services that deliver career marketplaces to candidates and employers in the United States. DHI’s brands, ClearanceJobs and Dice, enable recruiters and hiring managers to efficiently search, match and connect with highly skilled technologists in specialized fields, particularly technology and active government security clearance. Professionals find ideal employment opportunities, relevant job advice and personalized data that help manage their technologist lives.

Previous wording

We derive the majority of our revenue from customers who pay fees, either annually, quarterly or monthly, to post jobs on our websites and to access our searchable databases of resumes. Our fees vary by customer based on the number of individual users of our databases of resumes, the number and type of job postings and profile views purchased and the terms of the packages purchased, which are predominately annual agreements. Our Company sells recruitment packages, which comprise greater than

Current wording

We derive the majority of our revenue from customers who pay fees, either annually, quarterly or monthly, to post jobs on our websites and to access our searchable databases of resumes. Our fees vary by customer based on the number of individual users of our databases of resumes, the number and type of job postings and profile views purchased and the terms of the packages purchased, which are predominately annual agreements. Our Company sells recruitment packages, which comprise greater than 90% of our total revenue, that can include access to our databases of resumes and job posting capabilities. We believe the key metrics that are material to an analysis of our businesses are our total number of ClearanceJobs and Dice recruitment package customers and the revenue, on average, that these customers generate. The Company's management uses these metrics to monitor the current and future activity of the businesses. The tables below detail this customer data.

Previous wording

ClearanceJobs had 1,982 recruitment package customers as of September 30, 2024 compared to 2,054 as of September 30, 2023, a decrease of 4%, and average annual revenue per recruitment package customer increased $3,340, or 16%, from the prior year quarter. The increased revenue per recruitment package customer for ClearanceJobs was due to continued high demand for professionals with government security clearance and consistent product releases and enhancements driving activity on the site. The lower customer count was the result of churn among ClearanceJob's smaller customers while larger customers expanded the value of their contracts with ClearanceJobs. Dice had 4,868 recruitment package customers as of September 30, 2024, which was a decrease of 884, or 15%, and average annual revenue per recruitment package customer for Dice increased $799, or 5%, from the prior year quarter. The decrease in recruitment package customers was due to macroeconomic conditions causing customer counts to decline while the average annual revenue per recruitment package customer increased driven by strong retention rates as our larger recurring customers continue to renew with Dice.

Current wording

ClearanceJobs had 1,891 recruitment package customers as of March 31, 2025 compared to 2,032 as of March 31, 2024, a decrease of 7%, and average annual revenue per recruitment package customer increased $2,756, or 12%, from the prior year quarter. The increased revenue per recruitment package customer for ClearanceJobs was due to continued high demand for professionals with government security clearance and consistent product releases and enhancements driving activity on the site, along with lower renewals for its smaller customers. The lower customer count was due to lower renewals for ClearanceJobs' smaller customers as uncertainty continued around the timing and amount of federal defense contracting. Dice had 4,490 recruitment package customers as of March 31, 2025, which was a decrease of 760, or 14%, and average annual revenue per recruitment package customer for Dice increased $387, or 2%, from the prior year quarter. The decrease in recruitment package customers was due to macroeconomic conditions causing customer counts to decline while the average annual revenue per recruitment package customer increased driven by strong retention rates as our larger recurring customers continue to renew with Dice.

Previous wording

Backlog at September 30, 2024 decreased $4.6 million from December 31, 2023 and decreased $4.9 million from September 30, 2023. The decrease in backlog compared to December 31, 2023 and September 30, 2023 is due to macroeconomic conditions causing lower demand for the Company's services.

Current wording

Backlog at March 31, 2025 increased $3.0 million from December 31, 2024 and decreased $3.0 million from March 31, 2024. The increase in backlog compared to December 31, 2024 is due to seasonally higher bookings in the first quarter of each year, partially offset by lower bookings in the current period. The decrease in backlog compared to March 31, 2024 is due to macroeconomic conditions causing lower demand for the Company's services.

Previous wording

For the three months ended September 30, 2024, we experienced a decrease in revenue of $2.2 million, or 6%. Revenues for ClearanceJobs increased $0.8 million, or 6%, as compared to the same period in 2023, primarily driven by continued high demand for professionals with government clearance and consistent product releases and enhancements driving activity on the site. Revenue at Dice decreased $2.9 million, or 12%, compared to the same period in 2023 due to macroeconomic conditions continuing to drive lower renewal rates, lower new business activity and lower activity with Dice's non-annual products.

Current wording

For the three months ended March 31, 2025, we experienced a decrease in revenue of $3.7 million, or 10%. Revenues for ClearanceJobs increased $0.4 million, or 3%, as compared to the same period in 2024, primarily driven by continued high demand for professionals with government clearance and consistent product releases and enhancements driving activity on the site. Revenue at Dice decreased $4.1 million, or 18%, compared to the same period in 2024 due to macroeconomic conditions continuing to drive lower renewal rates, lower new business activity and lower activity with Dice's non-annual products.

Previous wording

Cost of revenue expense increased $0.1 million, or 2% from the prior year. The increase was driven by $0.2 million in operational costs, including professional fees, and $0.1 million of lower capitalized labor, which increases operating expenses. The increase is partially offset by a decrease of $0.2 million in compensation related costs, primarily related to lower headcount.

Current wording

Cost of revenue expense increased $0.5 million, or 10% from the prior year. The ClearanceJobs segment increased $0.3 million which was driven by $0.2 million in operational costs, including professional fees, and $0.1 million of higher compensation related costs. The Dice segment increased $0.1 million primarily due to an increase of $0.2 million in operational costs, including professional fees, and $0.2 million of lower capitalized labor which increases expense. The Dice segment increase was partially offset by a decrease of $0.3 million in compensation related costs, primarily due to lower headcount.

Previous wording

During the three months ended September 30, 2024, the Company recorded a restructuring charge of $1.1 million, which included a reduction of the Company’s then-current workforce by approximately 7% (the "2024 restructuring"). During the second quarter of 2023, the Company announced an organizational restructuring that included a reduction of the Company's then-current workforce by approximately 10% (the "2023 restructuring"). In connection with the 2023 restructuring, the Company recorded a restructuring charge of $0.3 million during the three months ended September 30, 2023. The 2023 restructuring and the 2024 restructuring were intended to streamline the Company's operations, drive business objectives, reduce operating expenses and improve operating margins.

Current wording

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

Previous wording

Operating income for the three months ended September 30, 2024 was $0.6 million, a positive margin of 1.8%, compared to operating income of $2.2 million, a positive margin of 6.0%, for the same period in 2023, a decrease of $1.6 million. The decrease in operating income and percentage margin was driven by lower revenues and the restructuring charge, partially offset by lower sales and marketing expenses.

Current wording

Operating loss for the three months ended March 31, 2025 was $8.9 million, a negative margin of 27.5%, compared to operating income of $2.0 million, a positive margin of 5.5%, for the same period in 2024, a decrease of $10.9 million. The decrease in operating income and percentage margin was driven by lower revenues, the restructuring charge, and goodwill impairment, partially offset by lower product development and sales and marketing expenses.

Previous wording

During the three months ended September 30, 2024 and 2023, the Company recorded $0.0 million and $0.2 million, respectively, of income related to its proportionate share of eFinancialCareer's net income. The Company records its proportionate share of eFinancialCareer's net income three months in arrears. See note 7 to the condensed consolidated financial statements included elsewhere in this report for additional information.

Current wording

During each of the three months ended March 31, 2025 and 2024, the Company recorded $0.1 million of income related to its proportionate share of eFinancialCareer's net income. The Company records its proportionate share of eFinancialCareer's net income three months in arrears. See note 7 to the condensed consolidated financial statements included elsewhere in this report for additional information.

Previous wording

During the three months ended September 30, 2023, the Company recognized a $0.3 million loss related to the impairment of an investment. See note 7 to the consolidated financial statements included elsewhere in this report for additional information.

Current wording

During the three months ended March 31, 2024, the Company recorded a $0.4 million loss related to the impairment of an investment. See note 7 to the condensed consolidated financial statements included elsewhere in this report for additional information.

Previous wording

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

Current wording

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

Previous wording

Our effective tax rate for the nine months ended September 30, 2024, differed from the statutory rate due to tax expense of $2.0 million from the tax impacts of share-based compensation awards and $0.2 million from state taxes related to research and development expenditures. The tax rate for the nine months ended September 30, 2023, differed from the statutory rate due to tax benefits of $0.4 million from the tax impacts of share-based compensation awards and $0.4 million from research tax credits.

Current wording

The effective tax rate for the three months ended March 31, 2025, differed from the statutory rate due to tax expense of $0.5 million from the tax impacts of share-based compensation awards and $1.8 million from nondeductible impairment charges. The tax rate for the three months ended March 31, 2024, differed from the statutory rate due to tax expense of $1.8 million from the tax impacts of share-based compensation awards and $0.2 million from state taxes related to research and development expenditures.

Previous wording

Diluted earnings (loss) per share was zero and $0.02 for the three months ended September 30, 2024 and 2023, respectively. The decrease was driven by lower operating income, as described above.

Current wording

Diluted loss per share was $0.21 and $0.03 for the three months ended March 31, 2025 and 2024, respectively. The decrease was driven by lower operating income, as described above, and the impairment of goodwill.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

We have financed our operations primarily through cash provided by operating activities and borrowings under our revolving credit facility. At September 30, 2024, we had cash of $2.1 million compared to $4.2 million at December 31, 2023.

Current wording

We have financed our operations primarily through cash provided by operating activities and borrowings under our revolving credit facility. At March 31, 2025, we had cash of $2.7 million compared to $3.7 million at December 31, 2024.

Previous wording

Our principal internal sources of liquidity are cash, as well as the cash flow that we generate from our operations. In addition, we had $58.0 million in borrowing capacity under our $100.0 million Credit Agreement, as defined below, at September 30, 2024. Borrowings are subject to certain availability limits including our consolidated leverage ratio, which generally limits borrowings to 2.5 times annual Adjusted EBITDA levels, as defined in the Credit Agreement. We believe that our existing cash, cash generated from our continuing operations and available borrowings under our Credit Agreement will be sufficient to satisfy our currently anticipated cash requirements through at least the next 12 months and the foreseeable future thereafter. However, it is possible that one or more lenders under the Credit Agreement may refuse or be unable to satisfy their commitment to lend to us, we may violate one or more of our covenants or financial ratios contained in our Credit Agreement or we may need to refinance our debt and be unable to do so. In addition, our liquidity could be negatively affected by a decrease in demand for our products and services and the ability of our customers to pay for current or future services. We may also make acquisitions and may need to raise additional capital through future debt financings or equity offerings to the extent necessary to fund such acquisitions, which we may not be able to do on a timely basis or on terms satisfactory to us or at all.

Current wording

Our principal internal sources of liquidity are cash, as well as the cash flow that we generate from our operations. In addition, we had $51.0 million in borrowing capacity under our $100.0 million Credit Agreement, as defined below, at March 31, 2025. Borrowings are subject to certain availability limits including our consolidated leverage ratio, which generally limits borrowings to 2.5 times annual Adjusted EBITDA levels, as defined in the Credit Agreement. We believe that our existing cash, cash generated from our continuing operations and available borrowings under our Credit Agreement will be sufficient to satisfy our currently anticipated cash requirements through at least the next 12 months and the foreseeable future thereafter. However, it is possible that one or more lenders under the Credit Agreement may refuse or be unable to satisfy their commitment to lend to us, we may violate one or more of our covenants or financial ratios contained in our Credit Agreement or we may need to refinance our debt and be unable to do so. In addition, our liquidity could be negatively affected by a decrease in demand for our products and services and the ability of our customers to pay for current or future services. We may also make acquisitions and may need to raise additional capital through future debt financings or equity offerings to the extent necessary to fund such acquisitions, which we may not be able to do on a timely basis or on terms satisfactory to us or at all.

Previous wording

Net cash flows from operating activities primarily consist of net income adjusted for certain non-cash items, including depreciation, amortization, changes in deferred tax assets and liabilities, stock-based compensation, income from equity method investments, gain or impairments on investments, and the effect of changes in working capital. Net cash flows from operating activities were $16.7 million and $13.7 million for the nine-month periods ended September 30, 2024 and 2023, respectively. Cash inflow from operations is driven by earnings and is dependent on the amount and timing of payments to vendors and employees and billings to and cash collections from our customers. Cash provided by operating activities during the 2024 period increased $3.0 million compared to the same period of 2023 due to lower people costs, including lower payments for bonus, wages and commissions and the timing of payments to vendors. The reductions were partially offset by lower billings to and cash collections from our customers.

Current wording

Net cash flows from operating activities primarily consist of net income adjusted for certain non-cash items, including depreciation, amortization, changes in deferred tax assets and liabilities, stock-based compensation, income from equity method investments, gain or impairments on investments, impairments of goodwill, and the effect of changes in working capital. Net cash flows from operating activities were $2.2 million and $2.1 million for the three-month periods ended March 31, 2025 and 2024, respectively. Cash inflow from operations is driven by earnings and is dependent on the amount and timing of payments to vendors and employees and billings to and cash collections from our customers. Cash provided by operating activities during the 2025 period increased $0.1 million compared to the same period of 2024 due to the timing of payments to vendors.

Previous wording

Cash used in investing activities during the nine-month period ended September 30, 2024 was $11.1 million compared to $10.0 million used in the same period of 2023. Cash used in investing activities in the nine-month period ended September 30, 2024 is primarily comprised of $9.8 million of capitalized development costs and $1.0 million of costs associated with the Company's office space. Cash used in investing activities in the nine-month period ended September 30, 2023 is primarily comprised of $12.8 million of capitalized development costs and $1.2 million of costs associated with the Company's office space, partially offset by $4.9 million of cash received from the sale of its investment in eFinancialCareers as described above.

Current wording

Cash used in investing activities during the three-month period ended March 31, 2025 was $2.2 million compared to $4.4 million used in the same period of 2024. Cash used in investing activities in the three-month period ended March 31, 2025 is comprised of $2.2 million of capitalized development costs. Cash used in investing activities in the three-month period ended March 31, 2024 is primarily comprised of $3.4 million of capitalized development costs and $0.9 million of costs associated with the Company's office space.

Previous wording

Cash used in financing activities during the nine-month period ended September 30, 2024 was $7.7 million and was driven by $6.0 million of net payments on long-term debt and $1.7 million related to share repurchases. Cash used in financing activities during the nine-month period ended September 30, 2023 was $3.0 million and was driven by $13 million related to share repurchases, partially offset by $10.0 million of net proceeds on long-term debt.

Current wording

Cash used in financing activities during the three-month period ended March 31, 2025 was $1.1 million and was driven by $2.1 million related to share repurchases, partially offset by $1.0 million of net proceeds on long-term debt. Cash used in financing activities during the three-month period ended March 31, 2024 was $1.4 million and was driven by $3.0 million of net proceeds on long-term debt, partially offset by $1.6 million related to share repurchases.

Previous wording

In June 2022, the Company, together with Dice Inc. (a wholly-owned subsidiary of the Company) and its wholly-owned subsidiary, Dice Career Solutions, Inc.,entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”), which matures in June 2027. Under the Credit Agreement, we have a $100 million revolving credit facility, with an expansion option of $50 million, bringing the total facility to $150 million, with $32.0 million of borrowings on the facility at September 30, 2024. The Company has $58.0 million available for future borrowings, subject to the terms of the Credit Agreement, which generally limits borrowings to 2.5 times annual Adjusted EBITDA levels. Borrowings under the Credit Agreement denominated in U.S. dollars bear interest, payable at least quarterly, at the Company’s option, at the Secured Overnight Financing Rate ("SOFR") or a base rate, plus a margin. Borrowings under the credit agreement denominated in pounds sterling, if any, bear interest at the Sterling Overnight Index Average ("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 base rate loans, determined by the Company's most recent consolidated leverage ratio, plus an additional spread of 0.10%. The Company incurs a commitment fee ranging from 0.35% to 0.50% on any unused capacity under the revolving loan facility, determined by the Company's most recent consolidated leverage ratio. Assuming an interest rate of 6.97% (the rate in effect on September 30, 2024) on our current borrowings, interest payments are expected to be $0.6 million from October 1, 2024 to December 31, 2024, $2.2 million in each of 2025 and 2026, and $1.1 million in 2027. The Credit Agreement contains various affirmative and negative covenants and also contains certain financial covenants, including a consolidated leverage ratio and a consolidated interest coverage ratio. As of September 30, 2024, the Company was in compliance with all of the financial covenants under the Credit Agreement. Refer to Note 10 in the notes to the condensed consolidated financial statements included elsewhere in this report and Item 3. "Quantitative and Qualitative Disclosures about Market Risk - Interest Rate Risk."

Current wording

In June 2022, the Company, together with Dice Inc. (a wholly-owned subsidiary of the Company) and its wholly-owned subsidiary, Dice Career Solutions, Inc.,entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”), which matures in June 2027. Under the Credit Agreement, we have a $100 million revolving credit facility, with an expansion option of $50 million, bringing the total facility to $150 million, with $33.0 million of borrowings on the facility at March 31, 2025. The Company has $51.0 million available for future borrowings, subject to the terms of the Credit Agreement, which generally limits borrowings to 2.5 times annual Adjusted EBITDA levels. Borrowings under the Credit Agreement denominated in U.S. dollars bear interest, payable at least quarterly, at the Company’s option, at the Secured Overnight Financing Rate ("SOFR") or a base rate, plus a margin. Borrowings under the credit agreement denominated in pounds sterling, if any, bear interest at the Sterling Overnight Index Average ("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 base rate loans, determined by the Company's most recent consolidated leverage ratio, plus an additional spread of 0.10%. The Company incurs a commitment fee ranging from 0.35% to 0.50% on any unused capacity under the revolving loan facility, determined by the Company's most recent consolidated leverage ratio. Assuming an interest rate of 6.43% (the rate in effect on March 31, 2025) on our current borrowings, interest payments are expected to be $1.6 million from April 1, 2025 to December 31, 2025, $2.1 million in 2026, and $1.1 million in 2027. The Credit Agreement contains various affirmative and negative covenants and also contains certain financial covenants, including a consolidated leverage ratio and a consolidated interest coverage ratio. As of March 31, 2025, the Company was in compliance with all of the financial covenants under the Credit Agreement. Refer to Note 10 in the notes to the condensed consolidated financial statements included elsewhere in this report and Item 3. "Quantitative and Qualitative Disclosures about Market Risk - Interest Rate Risk."

Previous wording

The Company has operating leases for corporate office space and certain equipment. 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. As of September 30, 2024, the value of our lease right-of-use asset was $6.8 million and the value of our lease liability was $11.0 million. See Note 6 to the condensed consolidated financial statements included elsewhere in this report for further information.

Current wording

The Company has operating leases for corporate office space and certain equipment. 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. As of March 31, 2025, the value of our lease right-of-use asset was $6.2 million and the value of our lease liability was $10.2 million. See Note 6 to the condensed consolidated financial statements included elsewhere in this report for further information.

Previous wording

As of September 30, 2024, we recorded approximately $1.2 million of unrecognized tax benefits as liabilities, and we are uncertain if or when such amounts may be settled. Related to the unrecognized tax benefits considered permanent differences, we have also recorded a liability for potential penalties and interest. Included in the balance of unrecognized tax benefits at September 30, 2024, are $1.2 million of tax benefits that would affect the effective tax rate if recognized. The Company believes it is reasonably possible that as much as $0.2 million of its unrecognized tax benefits may be recognized in the next 12 months.

Current wording

As of March 31, 2025, we recorded approximately $1.1 million of unrecognized tax benefits as liabilities, and we are uncertain if or when such amounts may be settled. Related to the unrecognized tax benefits considered permanent differences, we have also recorded a liability for potential penalties and interest. Included in the balance of unrecognized tax benefits at March 31, 2025, are $1.1 million of tax benefits that would affect the effective tax rate if recognized. The Company believes it is reasonably possible that as much as $0.2 million of its unrecognized tax benefits may be recognized in the next 12 months.

Previous wording

The Board previously approved a stock repurchase program that permitted the Company to repurchase its common stock. As of September 30, 2024, the Company had no stock repurchase programs and all previously approved stock repurchase programs had expired in accordance with their terms. Management has discretion in determining the conditions under which shares may be purchased from time to time. See Note 13 to the condensed consolidated financial statements included elsewhere in this report for further information.

Current wording

The Board approved a stock repurchase program that permits the Company to repurchase its common stock. During the three months ended March 31, 2025, the company repurchased 0.3 million shares for $1.5 million. As of March 31, 2025, the value of shares available to be purchased under the current plan was $4.3 million. Management has discretion in determining the conditions under which shares may be purchased from time to time. See Note 13 to the condensed consolidated financial statements included elsewhere in this report for further information.

Previous wording

We anticipate capital expenditures for the fiscal year ending December 31, 2024 to be approximately $14 million to $15 million. We intend to use operating cash flows to fund capital expenditures.

Current wording

We anticipate capital expenditures for the fiscal year ending December 31, 2025 to be approximately $9 million to $10 million. We intend to use operating cash flows to fund capital expenditures.