What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-02-11 compared with 2021-02-10 · 111 added, 125 removed, 203 unchanged (54% of the section changed)

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This section provides an overview of DHI Group, Inc.

(“Company” or “DHI”).

(“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, 2021.

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Revenues $ 119,903 $ 111,167 8 %

Operating income (loss) (1)

$ (29,605) $ 17,025 (274) %

Income (loss) before income taxes $ (32,434) $ 16,324 (299) %

Net income (loss) (2)

Operating loss $ (1,752) $ (32,390) (95) %

Loss before income taxes $ (1,031) $ (35,223) (97) %

Loss from continuing operations (1)

$ (402) $ (32,397) (99) %

Diluted earnings (loss) per share (2)

Net loss $ (29,742) $ (30,015) (1) %

Diluted loss per share - continuing operations (2)

$ (0.01) $ (0.67) (99) %

Diluted loss per share $ (0.64) $ (0.62) 3 %

Net cash flows from operating activities $ 28,581 $ 18,683 53 %

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22 % 20 % n.m.

(1) Operating income for the year ended December 31, 2020 includes impairments of intangible assets and goodwill of $38.8 million.

Operating income for the year ended December 31, 2019 includes disposition related and other costs of $1.7 million and a loss of $0.5 million related to the sale of Hcareers.

(2) Net loss and diluted loss per share for the year ended December 31, 2020 includes the negative impact of $37.9 million, net of tax, and $0.78 per share related to the items identified in number 1 above as well as the impairment of an equity investment and the impact of discrete tax items.

Net income and diluted earnings per share for the year ended December 31, 2019 includes the negative impact of $1.6 million, net of tax, and $0.04 per share related to the items identified in number 1 above as well as the impact of discrete tax items.

(1) Loss from continuing operations for the year ended December 31, 2021 includes the 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.

Loss from continuing operations for the year ended December 31, 2020 includes the negative impact of impairments of investment, intangible assets and goodwill and disposition, severance and related costs, all net of tax, and discrete tax items of $36.5 million.

(2) Diluted loss per share from continuing operations for the year ended December 31, 2021 includes the negative impact of $1.2 million, net of tax, and $0.02 per share related to the items identified in number 1 above.

Diluted loss per share from continuing operations for the year ended December 31, 2020 includes the negative impact of $36.5 million, net of tax, and $0.75 per share related to the items identified in number 1 above.

(3) For a description of these non-GAAP measures and reasons why management believes they provide useful information to investors, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources, and Non-GAAP Measures” located elsewhere in this report.

2021 Highlights

DHI's primary goals for 2020 were to invest in and to deliver even greater value to both clients and candidates of its three brands, Dice, ClearanceJobs, and eFinancialCareers, including marketplace capabilities and other innovative services to help employers build their tech workforce and technologists to manage their careers, amidst uncertainty and remote work.

The Company also invested significantly in improving its sales and marketing capabilities to drive future growth, while maintaining EBITDA margins.

2021 marked the formal inflection point in the multi-year effort to return DHI to meaningful growth with revenue increasing for the first time since 2012.

Having laid the foundation for the Company’s turnaround through a renewed commitment to innovation and to building a high performing sales and marketing team, DHI's primary goals for 2021 were to further establish its brands as leaders in the marketplace and to deliver innovative services to help employers attract technology professionals in a challenging recruiting market and to help technologists advance their careers.

DHI's investments in sales and marketing, supported by a dramatically improved Dice product, drove growth in bookings and revenue while ClearanceJobs continued delivery of features that enhanced its status as the leading career marketplace for cleared professionals.

The company increased its investments in both product development and sales and marketing, while maintaining its historically strong EBITDA margins.

Additionally, as the pandemic continued, there was no breakdown in workforce productivity and employees became further engaged in the organization.

Key results include:

Deliver Innovative Career Marketplace Features

Dice delivered additional career marketplace capabilities with the launch of Recruiter Profile, allowing clients to enrich profiles with photos, personal information and details, creating greater transparency and personalizing the recruiter behind the role;

and Messaging to allow real-time career connection conversations within the platform.

Dice Remote Jobs launched in May, enabling employers to tap into pools of remote workers across the U.S.

to increase talent pipelines and diversify work forces as part of a nationwide shift toward remote work while allowing easier filtering for technologists to apply for remote-only jobs.

ClearanceJobs further enhanced its dynamic career marketplace launching Favorites, allowing clients to flag top candidate prospects and receive alerts on activity;

Automated Recruiter Workflow, allows recruiting teams to automate recruitment processes like connecting with potential candidates, sending introduction messages, or tagging candidates to a specific job opening, eliminating 3.5 hours of administrative task time per recruiter per day;

and Client Team Dashboard, enabling clients to see the full view of their recruitment team activity, linking activities to successful hiring patterns.

eFinancialCareers completed the foundation of the marketplace, launching Job Alerts, which help candidates find jobs that fit their skills and interests, Enhanced Candidate Profile, enabling finance professionals to create a richer profile and eFC Follow, Voice, Video, a rich set of communication tools for recruiters and professionals to engage in career discussions virtually.

Strengthen Go-To-Market Capabilities

DHI transformed its sales function under new leadership with expansions of sales teams, account management (customer success), sales operations, and sales enablement.

Specifically, the Company added 20 sales reps focusing on Dice SRC and commercial accounts, and ClearanceJobs.

Dice further cemented its position as a trusted market leader through stronger communication of new products and enhanced digital marketing initiatives.

The result was over 10% year-over-year increase in candidate visible profiles, demonstrating greater trust in the platform and more than 45% growth in applications, delivering more relevant candidates for employers to grow their tech workforces.

Pivot to Growth ClearanceJobs began selling directly to the federal government in addition to the government contractors that make up its historical customer base and in the process, added a potentially significant new market and growth vehicle.

Despite overall uncertainty in markets for the majority of 2020, Dice exceeded booking targets in the fourth quarter, indicating a pivot toward growth for 2021.

The Company maintained strong EBITDA margins of 22% while continuing to make strategic investments to maximize growth opportunities.

Establish Dice and ClearanceJobs as the preferred career specialists

Dice Marketplace launched during the first quarter as a comprehensive and flexible platform through which recruiters and candidates can rapidly and confidently search, match and communicate in real-time.

The three major components of the marketplace are recruiter profiles, an enhanced candidate profile that focuses deeply on exposing tech skills, and in-platform instant messaging.

Dice also furthered its value to clients and commitment to an inclusive recruiting experience by launching Unbiased Sourcing mode for TalentSearch, mitigating unconscious bias and anonymizing candidate information associated with bias.

A testament to Dice’s differentiation from competitors, the TalentSearch skills matching algorithms are patent pending.

ClearanceJobs further cemented its position as a leader in the security cleared recruitment market, solving challenges for recruiter workflow by launching CJ Team Recruiting, enabling recruitment teams to combine candidate pipelines and tag candidates to signal action from other recruiters on the team;

and CJ Meetings, which allows recruiters and candidates to synchronize their Google or Outlook calendars to efficiently schedule telephone calls, video calls, or in-platform chats.

Additionally, ClearanceJobs launched CJ Video, giving recruiters and candidates the ability to deliver video messages, integrate videos into profiles and perform group broadcasts, all of which are streamed and hosted in-platform.

Best-in-class sales & marketing engine

The success of our new business sales teams manifested in growing our client base.

Client counts for Dice and ClearanceJobs exceed prior years, growing 17% and 9% year-over-year respectively.

Dice exceeded its targets for delivering marketing qualified leads to its three new business teams, a significant contributor to increased booking results.

Dice marketing launched a brand awareness campaign for the first time in years, delivering over 190 million impressions and driving increased traffic to Dice.com.

In the fourth quarter, DHI’s overall revenue growth was 25% year-over-year.

ClearanceJobs maintained over $1 million in annual recurring revenue from government contracts, a large whitespace opportunity for the brand.

Return to Growth Clients continue to find value in DHI services, with revenue renewal rates at 87% for Dice and 96% for ClearanceJobs in 2021.

Bookings strengthened throughout the year across all sales units, growing to $133.4 million to end 2021, a 35% increase, indicating momentum for revenue growth heading into 2022.

The Company maintained a strong EBITDA margin of 22% while continuing to make strategic investments to maximize growth opportunities.

Company Profile

DHI was incorporated in Delaware on June 28, 2005 and is a leading provider of software products, online tools and services to deliver career marketplaces to candidates and employers globally.

DHI's three brands — Dice, ClearanceJobs and eFinancialCareers— enable recruiters and hiring managers to efficiently search, match and connect with highly skilled technologists in specialized fields, particularly technology, those with active government security clearances and in financial services.

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.

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.

Our mission is to empower technology professionals and organizations that hire them to compete and win through expert insights and relevant employment connections by delivering three key value propositions:

• Providing the best search and match solution for recruiters and employers;

• Providing the best search and match solution for recruiters and employers through software services;

• Delivering the most relevant and personalized technology career related content;

• Aggregating and analyzing workforce intelligence data to deliver specialized insights.

The majority of our revenues today are generated through the sale of recruitment packages, which allow customers to post jobs on our websites and source candidates through our resume databases.

Recruitment packages are typically provided through contractual arrangements with annual, quarterly or monthly terms.

The majority of our revenues today are 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.

Our Products and Services

We help organizations find the best talent, and we help technology, financial and security cleared professionals find the best jobs to advance their careers.

Our vision is to create indispensable career marketplaces that match the highest quality candidates with the right career opportunities.

We help organizations find the best talent, and we help technology and security cleared professionals find the best jobs to advance their careers.

Through our software solutions, our vision is to create indispensable career marketplaces that match the highest quality candidates with the right career opportunities.

Our solutions are available individually or bundled in packages, including:

• Talent databases.

Each of our brands provide candidate databases with search capabilities that return relevant profiles, resumes, and social and web profiles that allow for a broader pool of talent.

• Talent profiles.

Each of our brands provides access to relevant candidate profiles, resumes, and social and web profiles creating a broader pool of talent for our clients.

We help clients quickly find and connect with top talent to make their recruiting efforts more efficient.

• Job postings.

Our job platforms are focused on specific verticals tailored to technology, finance and security-cleared individuals, making it easier for professionals to search for relevant jobs.

Our job platforms are focused on specific verticals tailored to technology and security-cleared individuals, making it easier for professionals to search for relevant jobs.

In turn, the applications received by clients are more likely to be relevant and qualified compared to applications received on generalist sites.

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Each of our brands has a suite of offerings that help clients amplify their brand to reach more professionals.

Possible solutions include display advertising, email, enhanced job postings or company profiles, and social targeting.

Solutions include display advertising, email, enhanced job postings or company profiles, and social targeting.

• Managed Services.

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ClearanceJobs 19 Security-cleared professionals Recruitment packages¹

eFinancialCareers 20 Financial services and technology Recruitment packages¹ and job postings

¹ Recruitment packages are a combination of job postings and/or access to our searchable database of candidates.

eFinancialCareers 3

21 Financial services and technology Recruitment packages¹ and job postings

¹ Recruitment packages are a combination of job postings and/or access to our candidate profiles.

2 Includes Career Events

3 Transferred majority ownership of eFC to eFC's management on June 30, 2021.

Dice has been a go-to destination for technology and engineering talent in the United States for the past 31 years.

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Customers can purchase recruitment packages, job postings or advertisements.

Approximately 94% of Dice revenue was derived from recruitment packages in 2020.

Recruitment packages offer our customers the ability to access the candidate resume database and post up to a specified number of jobs.

Customers are encouraged to purchase our recruitment packages on

an annual basis.

Recruitment packages offer our customers the ability to access candidate profiles and post up to a specified number of jobs.

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 2021.

Professionals can post their resumes, search jobs and access our career-related content, news and tools.

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Job Search and Job Alerts deliver tailored and personalized career opportunities to candidates.

ClearanceJobs is a leading Internet-based career network dedicated to matching security-cleared professionals with the best hiring companies searching for employees.

ClearanceJobs is a leading online career marketplace dedicated to matching security-cleared professionals with the best hiring companies searching for employees.

Authorized U.S.

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ClearanceJobs NextGen platform provides opportunities for employers and candidates to engage in real-time through messaging and employers to promote brand differentiators through BrandAmp and Pulse.

The majority of candidates with resumes in our database have high-level security clearance.

The majority of candidates with resumes on our site have high-level security clearance.

ClearanceJobs had approximately 60,000 job postings as of December 31, 2021 and during 2021, ClearanceJobs had, on average, 616,000 monthly users.

eFinancialCareers is one of the world’s leading financial services careers websites, operating websites in multiple markets in four languages mainly across the United Kingdom, Continental Europe, Asia, Australia, the Middle East and North America.

eFinancialCareers On June 30, 2021, the Company transferred majority ownership and control of eFC to eFC's management.

The eFC business is one of the world’s leading financial services careers websites, operating websites in multiple markets in four languages mainly across the United Kingdom, Continental Europe, Asia, Australia, the Middle East and North America.

Professionals from across many sectors of the financial services industry, including asset management, risk management, investment banking, and information technology, use eFinancialCareers to advance their careers.

Employers can engage with financial services professionals through real-time messaging and promote their employment brand through Recruiter Profiles.

eFinancialCareers had approximately 14,500 job postings as of December 31, 2020 and during 2020, eFinancialCareers had, on average, 2.0 million monthly users.

During 2018, our results also included the activities related to the following brands:

Service Specialized Focus Primary Source of Revenues

Dice Europe 2

Technology and engineering in the U.K.

and Germany Job postings and advertising

Oil and gas Recruitment packages¹ and advertising

Biotechnology Job postings and advertising

Hospitality Job postings

¹ Recruitment packages are a combination of job postings and/or access to our searchable database of candidates.

2 Dice Europe ceased operations on August 31, 2018.

3 Rigzone sold the RigLogix portion of the Rigzone business on February 20, 2018 and DHI transferred majority ownership of remaining Rigzone business to Rigzone management on August 31, 2018.

4 DHI transferred majority ownership of BioSpace on January 31, 2018 to BioSpace management and sold its remaining minority stake in BioSpace to BioSpace management on April 30, 2020.

5 Hcareers was sold May 22, 2018.

We primarily operate in the talent discovery and acquisition segment of the broader market for human capital management services through career sites for technology professionals.

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For example, as of December 2021, the seasonally unadjusted U.S.

unemployment rate was 3.0% for computer-related occupations and 3.1% in the finance sector, as compared to the overall national average of 6.7%, seasonally adjusted.

Historically, the unemployment rate for college graduates has been lower than the unemployment rate for the U.S.

As of December 2020, the seasonally unadjusted unemployment rate for college graduates was 3.6%.

unemployment rate was 2.0% for computer-related occupations as compared to the overall national average of 3.9%, seasonally adjusted.

We believe that there are four major trends that will continue to shape demand for talent acquisition services:

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As more companies leverage technology to advance their business, employers will increasingly need to hire tech talent to compete.

According to analysis from Microsoft, world-wide digital jobs are expected to grow from 41 million in 2020 to 190 million in 2025.

According to analysis from the U.S.

Bureau of Labor Statistics and CBRE Research, high tech jobs and creative industries are significant drivers to economic expansion.

• Continued professional interest in career brands specific to industry and skills.

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• Talent attraction and retention becoming more of a strategic priority for companies.

The PWC 23rd Annual Global CEO Survey found that 32% of CEOs in North America are 'extremely concerned' about the availability of key skills as a threat to their organizations’ growth prospects.

In this environment where top talent is hard to find, organizations are increasingly prioritizing retention of talent and upskilling.

According to the PWC report, only 18% of CEOs believe their organizations have made progress in establishing upskilling programs to develop employees' capabilities and employability with technical, soft and digital skills.

These programs are an effort by organizations globally to address the aging labor force and short supply of technical, digital and soft skills.

The PWC 24th Annual Global CEO Survey found that 28% of CEOs in North America are 'extremely concerned' about the availability of key skills as a threat to their organizations’ growth prospects and 49% of CEOs plan increases of 10% or more in their long term investment in digital transformation.

Hiring skilled technologists is a key driver to moving digital innovation forward.

• Increased use of data and analytics in human capital management and increased need for insights.

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In addition, the Salary Predictor allows professionals to evaluate their market value and map out which skills will increase their value.

eFinancialCareers provides industry-specialized online career content, as well as career guides targeted to college and graduate students.

We believe our career development services and tools provide professionals with the insights they need to propel their careers forward, and thus increase the engagement of professionals with our sites.

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Because the communities of professionals who visit our websites are highly-skilled and specialized within specific industries, we believe our customers who post jobs receive applications from candidates who are better qualified for the positions, and that they receive fewer irrelevant applications than when using generalist sites.

In addition, since our resume data and resume search

functions are highly tailored by specialty, we believe that our customers can more efficiently identify talent using our resume databases than by using broader services.

In addition, since our resume data and resume search functions are highly tailored by specialty, we believe that our customers can more efficiently identify talent using our resume databases than by using broader services.

Relevant information on prospective candidates .

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Since arriving in April of 2018, CEO Art Zeile has led an aggressive effort to focus and build on our legacy of market leadership in technology talent acquisition and reinvigorate the business in multiple respects, including delivering best-in-class candidate quality and match capabilities;

transforming Dice and eFinancialCareers from their job board legacies into indispensable career marketplaces modeled on our market-leading and high growth brand, ClearanceJobs;

transforming Dice from its job board legacy into an indispensable career marketplace modeled on our market-leading and high growth brand, ClearanceJobs;

investing in functional excellence to drive growth and product innovation;

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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.

In 2020, we dramatically improved the quality of our Dice candidate database to a level we believe is best-in-class and plan continued vigilance and innovation to drive continued improvements.

In 2021, we dramatically improved the quality of our Dice candidates to a level we believe is best-in-class and plan continued vigilance and innovation to drive continued improvements.

We are also building on our unique legacy and intellectual property in the technology jobs space to create match capabilities for both candidates and clients that are reducing the time and effort required in job searching and talent acquisition.

Our proprietary and patent-pending machine-learning technology, IntelliSearch, powers many Dice and ClearanceJobs products and is foundational to providing relevant job opportunities for candidates and efficient search and match solutions for clients.

Our proprietary and patent-pending machine-learning technology including IntelliSearch, powers many Dice and ClearanceJobs products and is foundational to providing relevant job opportunities for candidates and efficient search and match solutions for clients.

Building indispensable tech-focused career marketplaces .

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These attributes provide clear and measurable ROI for clients and has contributed to ClearanceJobs more than doubling its revenue over the past five years.

With over 18 years in the market, we believe ClearanceJobs is a highly defensible and valuable business.

We are in the process of transforming our Dice and eFinancialCareers brands into similar career marketplaces customized for the needs of their unique candidate and client communities.

In 2020, we delivered the final components of eFinancialCareers marketplace capabilities focused on driving adoption with clients and candidates.

We delivered foundational career marketplace features for Dice in 2020, focusing on landing launches and driving adoption with customers.

We expect these changes to transform the way our stakeholders use these solutions and to drive results as adoption increases.

With nearly 20 years in the market, we believe ClearanceJobs is a highly defensible 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.

We officially launched all elements of the career marketplace features for Dice in 2021, focusing on landing launches and driving adoption with customers.

We expect these changes to transform the way our stakeholders use Dice and to drive results as adoption increases.

Investing in functional excellence and product innovation.

Since joining DHI, CEO Art Zeile has built a leadership team capable of driving growth and supporting a culture of high performance.

Over the course of the year, the team reinvigorated their functional areas to drive results in the business, working towards the common goal of launching and landing innovative products in the market.

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.

Specifically, in 2021 the Company released a number of products to help employers find tech candidates and technologists further their careers.

These include, at Dice:

Recruiter Profile and Instant Messaging;

the Marketplace, Unbiased Sourcing Mode, TalentSearch Personalization, Brand.io and TalentSearch Social Data Refresh;

at ClearanceJobs:

Favorites to flag top candidates;

and at eFinancialCareers:

Job Alerts and Voice, Video and Follow allowing employers and candidates better opportunities to connect in real-time.

As a pandemic forced professionals everywhere to work from home, Dice fast-tracked its Remote Jobs product, enabling employers to tap into pools of remote workers across the U.S.

to increase talent pipelines and diversify work forces and technologists to continue to further their careers through finding remote work opportunities.

We are investing to further increase the pace of innovation by adding engineers to our technology team, centered around a domain-driven development model to increase the quality and speed of product delivery.

Our marketing team is focused on delivering results at lower cost in terms of driving traffic to Dice and eFC, growing visible profiles and applications with less spend and with more to come as we leverage new capabilities in customer relationship management (CRM), product marketing, and digital analytics, among others.

Shared Talent Pipelines, Team Recruiting, Meetings and Video.

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.

Our marketing team is focused on delivering results at lower cost in terms of driving traffic to Dice, increasing marketing qualified leads, growing visible profiles and applications with less spend and with more to come as we leverage new capabilities in customer relationship management (CRM), product marketing, and digital analytics, among others.

Transforming our sales and customer success efforts to drive growth.

As early leaders in online talent acquisition, DHI’s brands have a legacy of strong recurring clients and revenue and, as a result, renewals have historically provided the majority of the Company’s revenues.

We believe there is significant opportunity to grow our customer base and expand to new revenue opportunities, particularly with commercial accounts, or clients who recruit for their own needs, with an expanded and better enabled sales force.

Our customer success team implemented new strategies to drive proactive external engagement and report real-time feedback to better include the customer voice to influence our product roadmap.

Our customer success team executed new strategies to drive proactive external engagement and report real-time feedback to better include the customer voice to influence our product roadmap.

We will continue to grow our sales team as opportunities arise.

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We sell our products primarily through our direct sales force.

We have a number of direct sales teams globally organized by brand, market segment, and geography.

We have a number of direct sales teams organized by brand, market segment, and geography.

Our field sales groups target Fortune 1000 companies, large staffing and recruiting firms and other large and mid-size businesses.

Our strategy in 2020 focused on implementing new sales processes, methodologies, and forecasting to drive improvements to better address market opportunities and our clients' needs.

We increased our focus on customer success to drive renewal rates with existing customers.

Our strategy in 2021 focused on refining recently implemented sales processes, methodologies, and forecasting to drive improvements to better address market opportunities and our clients' needs.

We increased our focus on customer success to drive renewal rates with existing customers and implemented an auto-renewal policy which resulted in uninterrupted access to our services for clients.

Our in-house sales teams focus on generating new business from recruiters as well as small and mid-size companies, renewing customer contracts, increasing the service levels customers’ purchase and servicing the needs of our largest clients.

As of December 31, 2020, we employed approximately 111 sales personnel in the United States and approximately 29 in the rest of the world.

As of December 31, 2021, we employed approximately 119 sales personnel in the United States.

In addition to our internal sales organization, we also use ad networks to help generate ad sales.

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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, 2020 notable customers of the Dice and ClearanceJobs businesses included AT&T, Adecco, Amazon, Cisco, GEICO, Kforce, Manpower, Microsoft, NCI, Procter & Gamble, Samsung, UnitedHealth and Verizon.

Notable customers of eFinancialCareers included Bank of America, Bank of China, BlackRock, Bloomberg, BNP Paribas, China Construction Bank Corp, China Credit Suisse, CitiBank, Goldman Sachs, HSBC Holdings, JPMorgan Chase & Co., Morgan Stanley, Mistusbishi UFJ Financial Group and Standard Chartered.

As of December 31, 2021 notable customers of the Dice and ClearanceJobs businesses included AT&T, Adecco, Amazon, Cisco, Oracle, Kforce, ManTech, Microsoft, NCI, 7-Eleven , Samsung, Bank of America and DISH Network.

We use a variety of open source and proprietary technologies to support our website services.

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Job seekers and customers can access our websites with any standard web browser, mobile web browsers, and iOS and Android applications.

Our websites also utilize AWS disaster recovery, redundancy, and

resiliency services, including multi-availability zone, multi-region, redundant storage and networking solutions, and self-healing capabilities.

Our websites also utilize AWS disaster recovery, redundancy, and resiliency services, including multi-availability zone, multi-region, redundant storage and networking solutions, and self-healing capabilities.

The market for talent acquisition services is highly competitive with multiple online and offline competitors.

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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, CLEARANCEJOBS.COM, and EFINANCIALCAREERS.

Our trademarks and registered trademarks in the United States and other countries include DICE, and CLEARANCEJOBS.COM.

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.

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The steps we have taken to protect our copyrights, trademarks, service marks and other intellectual property may not be adequate, and third parties could infringe, misappropriate or misuse our intellectual property.

If this were to occur, it could

harm our reputation and affect our competitive position.

If this were to occur, it could harm our reputation and affect our competitive position.

“Risk Factors—Misappropriation or misuse of our intellectual property could harm our reputation, affect our competitive position and cost us money.”

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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.

and Foreign Government Regulation

We are subject to a number of government regulations, both domestic and foreign, that regulate our products and online service offerings, including content, copyright infringement, user privacy, advertising and promotional activities, taxation, access charges, liability for third-party activities, and jurisdiction.

In addition, federal, state, local, and foreign governmental organizations have enacted and also are considering, and may consider in the future, other legislative and regulatory proposals that would regulate the Internet.

Government Regulation

We are subject to a number of government regulations that regulate our products and online service offerings, including content, copyright infringement, user privacy, advertising and promotional activities, taxation, access charges, liability for third-party activities, and jurisdiction.

In addition, federal, state, and local governmental organizations have enacted and also are considering, and may consider in the future, other legislative and regulatory proposals that would regulate the Internet.

Areas of potential regulation include, but are not limited to, libel, electronic contracting, pricing, quality of products and services, and intellectual property ownership.

There are a number of U.S.

and foreign laws and regulations that affect companies conducting business online.

laws and regulations that affect companies conducting business online.

Certain laws regulate commercial electronic messages.

Such laws frequently provide a right on the part of the recipient to request the sender to stop sending messages, and establish penalties for the sending of email messages that are not compliant with such laws, including messages that are intended to deceive the recipient as to source or content or that do not provide an electronic method of informing the sender of the recipient’s decision not to receive further commercial emails.

We are subject to domestic and foreign laws and regulations regarding privacy and protection of data.

We are subject to federal, state and local laws and regulations regarding privacy and protection of data.

Our privacy policies and terms of use agreements describe our practices concerning the use, storage, transmission and disclosure of user data.

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We face the risk that these laws may be interpreted and applied in conflicting ways in different jurisdictions or in a manner that is not consistent with our current data protection practices, or that new and unclear laws will be enacted.

There currently are a number of proposals pending before federal, state, and foreign legislative and regulatory bodies.

In addition, the European General Data Protection Regulation (“GDPR”) took effect in May 2018 and applies to all of our European operations.

The GDPR includes operational requirements for companies that receive or process personal data of residents of the European Union that are different than those previously in place in the European Union, and include significant penalties for non-compliance.

Similarly, there are laws as well as a number of legislative proposals in the United States, at both the federal and state level, that impose obligations in areas affecting our business, or may do so in the future.

For example, California adopted the California Consumer Privacy Act of 2018, or CCPA, which became effective on

January 1, 2020.

The CCPA has been characterized as the first "GDPR-like" privacy statute to be enacted in the United States because it mirrors a number of the key provisions of the GDPR, and it includes penalties for non-compliance, as well as creating the right for consumers to bring a private action in certain circumstances.

There currently are a number of proposals pending before federal, state, and local legislative and regulatory bodies.

There are laws as well as a number of legislative proposals in the United States, at both the federal and state level, that impose obligations in areas affecting our business, or may do so in the future.

For example, California adopted the California Consumer Privacy Act of 2018, or CCPA, which became effective on January 1, 2020.

The CCPA has been characterized as the first privacy statute of its kind to be enacted in the United States as it includes significant penalties for non-compliance, as well as creating the right for consumers to bring a private action in certain circumstances.

More recently, on November 3, 2020, California enacted the California Privacy Rights Act ("CPRA").

The CPRA, which goes 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.

In addition, some countries are considering or have passed legislation implementing data protection requirements or requiring local storage and processing of data or similar requirements.

Complying with these varying domestic and foreign requirements could cause us to incur additional costs and change our business practices.

Complying with these varying requirements could cause us to incur additional costs and change our business practices.

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.

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Risk Factors "Our business is subject to U.S.

and foreign 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.

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.

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

As of December 31, 2021, we had 470 employees.

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.

We offer flexible work schedules, abbreviated hours on Fridays and remote working opportunities for all team members to promote work/life balance.

Throughout the COVID-19 pandemic, we have made it a priority to support our employees as they work from home, including increased flexibility surrounding personal and family commitments.

The Company’s Diversity, Equality 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.

The internal policies of the Company encourage hiring diverse candidates and ensuring that all team members are treated fairly and equally, amongst other things.

We aim to inspire.

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.

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.

In 2021, we introduced a free mental health app for all employees and closed offices for two working days to allow employees to focus on their mental health.

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.

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.

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.

We believe that a diverse board, management team and workforce that is reflective of our diverse customer base will position us to better understand customers’ wants and needs, which we believe drives our ability to deliver superior customer value and successfully innovate.

Diverse perspectives amongst our management team and board allows them to evaluate issues through different experiences and perspectives and help guide the Company in a thoughtful way.

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 has employee resource groups led by employees of underrepresented populations to share experiences and have a shared space.

The internal policies of the Company encourage hiring diverse candidates and our culture is inclusive, ensuring that all team members are treated fairly and equally, amongst other things.

In 2021, the Company introduced inclusive fertility benefits which support all paths to parenthood.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business