What changed in this filing

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Item 1A. Risk Factors

2022-02-11 compared with 2021-02-10 · 71 added, 200 removed, 402 unchanged (40% of the section changed)

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• the results of our operations fluctuate on a quarterly and annual basis;

• issues with our foreign operations, including foreign currency, local laws and regulations, and political instability;

• disruption resulting from unsolicited offers to purchase the Company;

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Regulatory Risks

• our compliance with laws and regulations concerning the collection, storage and use of professional and personal information, including the GDPR and the CCPA;

and foreign government regulation of the internet and taxation;

• our compliance with laws and regulations concerning the collection, storage and use of professional and personal information, including the CCPA;

government regulation of the Internet and taxation;

General Risk Factors

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and worldwide economies;

• the U.K.'s departure from the E.U.;

• the impacts of the COVID-19 pandemic or other public health issues that may arise.

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We may not be successful in pursing our tech-focused strategy, which includes narrowing priorities to initiatives related to connecting technology professionals with employers.

There can be no assurance that the allocation of resources behind our

tech-focused business and sales and marketing efforts will result in the strengthening of our competitive position, the failure of which could have a material adverse effect on our financial condition and results of operations.

There can be no assurance that the allocation of resources behind our tech-focused business and sales and marketing efforts will result in the strengthening of our competitive position, the failure of which could have a material adverse effect on our financial condition and results of operations.

As a result of our strategic focus on the tech sector and divesting our businesses operating in different sectors, we have an increased dependence on the economic health of that sector and may not have the mitigating benefits of exposure to a portfolio of diverse industries in the event of a tech sector downturn.

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The annual impairment test for the Dice trademarks and brand name is performed on October 1 of each year.

During the first and third quarters of 2020, because of the impacts of the COVID-19 pandemic and its potential impact on future earnings and cash flows for the tech-focused reporting unit and those that are attributable to the Dice trademarks and brand name, the Company recorded impairment charges totaling $38.8 million.

During 2015 and 2016, goodwill and intangible assets of $24.6 million and $34.8 million related to Rigzone were written off.

During 2013, goodwill and intangible assets of $14.9 million related to Slashdot Media and Health Callings was written off.

During 2008, goodwill of $7.2 million related to eFinancialCareers’ North American operations was written off.

In the event impairment is identified again in the future for our reporting unit, a charge to earnings would be recorded.

DHI has experienced impairment charges in the past.

Most recently, during the first and third quarters of 2020, because of the impacts of the COVID-19 pandemic and its potential impact on future earnings and cash flows for the tech-focused reporting unit and those that are attributable to the Dice trademarks and brand name, the Company recorded impairment charges totaling $37.8 million.

In the event an impairment is identified again in the future, a charge to earnings would be recorded.

Although it would not affect our cash flow or liquidity position, a write-off in future periods of all or a part of our goodwill or intangible asset would have a material adverse effect on our overall results of operations.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Goodwill and Indefinite-Lived Acquired Intangible Assets.”

“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.

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We compete with other companies that direct all or portions of their websites toward certain segments or sub-segments of the industries we serve.

We compete with generalist job boards, some of which have substantially greater resources and brand recognition than we do, such as CareerBuilder, Monster.com, Stepstone 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 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, Snagajob, Stepstone 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 FT.com, JobServe, Doximity, and Upwork.

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.

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If we are unable to adapt our business model to keep pace with changes in the recruiting business, or if we are unable to continue to demonstrate the value of our online services to our customers, our business, results of operations, financial condition and liquidity could be materially adversely affected.

Our success is also dependent on our ability to adapt to rapidly changing technology and to make investments to develop new

products and services.

Our success is also dependent on our ability to adapt to rapidly changing technology and to make investments to develop new products and services.

Accordingly, to maintain our competitive position and our revenue base, we must continually modernize and improve the features, reliability and functionality of our service offerings and related products in response to our competitors.

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If we fail to develop and maintain our reputation and brand recognition our business could be adversely affected.

We believe that establishing and maintaining the identity of our key brands, such as Dice, eFinancialCareers, and ClearanceJobs, is critical in attracting and maintaining the number of professionals and customers using our services, and that the importance of brand recognition will increase due to the growing number of services similar to ours and relatively low barriers to entry.

We believe that establishing and maintaining the identity of our key brands, Dice and ClearanceJobs, is critical in attracting and maintaining the number of professionals and customers using our services, and that the importance of brand recognition will increase due to the growing number of services similar to ours and relatively low barriers to entry.

Promotion and enhancement of our brands will depend largely on our success in continuing to provide high quality recruiting and career development services.

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Our customers typically include recruiters, staffing firms, consulting firms and direct hiring companies.

Customers can choose to purchase recruitment packages, classified postings or advertisements.

Customers can choose to purchase recruitment packages, classified postings, advertisements, or career fair and recruitment event booth rentals.

Most of our revenues are generated by the fees we earn from our customers who purchase recruitment packages.

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If our existing customers choose not to use our services, decrease their use of our services, or change from being recruitment package customers to purchasing individual classified postings, our services, job postings and resumes posted on our websites could be reduced, search activity on our websites could decline, the usefulness of our services to customers could be diminished, and we could experience declining revenues and/or incur significant expenses.

Dice recruitment package customers at December 31, 2020, 2019, and 2018 were 5,150, 6,000, and 6,200, respectively.

Dice recruitment package customers at December 31, 2021, 2020, and 2019 were 6,004, 5,150, and 6,000, respectively, while

ClearanceJobs recruitment package customers at December 31, 2021, 2020, and 2019 were 1,878, 1,718, and 1,674, 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.

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To grow our businesses, we must continue to convince qualified professionals that our services will assist them in finding employment, so that customers will choose to use our services to find employees.

If we are unable to increase the number of professionals using our websites, or if

the professionals who use our websites are viewed as unattractive by our customers, our customers could seek to list jobs and search for professionals elsewhere, which could cause our revenues to decline.

If we are unable to increase the number of professionals using our websites, or if the professionals who use our websites are viewed as unattractive by our customers, our customers could seek to list jobs and search for professionals elsewhere, which could cause our revenues to decline.

We expect our operating results to fluctuate on a quarterly and annual basis.

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If we are not able to successfully identify or integrate future acquisitions our management’s attention could be diverted, and our efforts to integrate future acquisitions could consume significant resources.

An important component of our tech-focused strategy is developing new capabilities that strengthen and expand our position in the global technology talent acquisition market and broaden the talent solutions through the acquisition of other complementary businesses and technologies (such as the 2013 acquisition of The IT Job Board, the 2012 WorkDigital acquisition, and the 2006 eFinancialGroup acquisition).

Our further growth may depend in part on our ability to identify additional suitable acquisition opportunities or consummate such acquisitions on terms that are beneficial to us.

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Such financing might not be available to us on acceptable terms or at all.

The global financial markets have recently experienced declining equity valuations and disruptions in the credit markets due to liquidity imbalances and repricing of risk, which may impact our ability to obtain additional financing on reasonable terms or at all.

Market disruption and volatility, poor economic conditions in the capital markets and global economy, including in connection with the COVID-19 pandemic, 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.

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We claim common law protection on certain names and marks that we have used in connection with our business activities and the content included on our websites.

We also own a number of registered or applied-for trademarks and service marks that we use in connection with our business, including DICE, CLEARANCEJOBS.COM, and EFINANCIALCAREERS 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 DICE and CLEARANCEJOBS.COM, some of which we have acquired through business acquisitions.

Although we generally pursue the registration of material service marks and other material intellectual property we own, where applicable, we have copyrights, trademarks and/or service marks that have not been registered in the United States and/or other jurisdictions.

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We have been the subject of activity by activist shareholders in the past and shareholder activism generally is increasing.

Responding to shareholder activism can be costly and time-consuming, disrupt our operations, and divert the attention of management and our employees from our strategic initiatives.

Responding to shareholder activism can be costly and time-consuming, disrupt our operations, and divert the attention of

management and our employees from our strategic initiatives.

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.

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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.

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 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 face risks relating to our foreign operations.

We operate websites serving numerous markets around the world.

For the year ended December 31, 2020, approximately 17% of our total revenues were generated outside of the United States.

Certain of these amounts are collected in local currency.

As a result of operating outside the United States, we are at risk for exchange rate fluctuations between such local currencies and the United States dollar.

To date, we have not engaged in exchange rate hedging activities.

Even if we were to implement hedging strategies to mitigate this risk, these strategies might not eliminate our exposure to foreign exchange rate fluctuations and would involve costs and risks of their own, such as ongoing management time and expertise, external costs to implement the strategies and potential accounting implications.

We are also subject to taxation in foreign jurisdictions.

In addition, transactions between our foreign subsidiaries and us may be subject to United States and foreign withholding taxes.

Applicable tax rates in foreign jurisdictions differ from those of the United States, and change periodically.

The extent, if any, to which we will receive credit in the United States for taxes we pay in foreign jurisdictions will depend upon the application of limitations set forth in the U.S.

Internal Revenue Code, as well as the provisions of any tax treaties that may exist between the United States and such foreign jurisdictions.

Our current or future international operations might not succeed for a number of reasons including:

• difficulties in staffing and managing foreign operations;

• competition from local recruiting services or employment advertising agencies;

• operational issues, such as longer customer payment cycles and greater difficulties in collecting accounts receivable;

• seasonal reductions in business activity;

• language and cultural differences;

• taxation issues;

• foreign exchange controls that might prevent us from repatriating income earned in countries outside the United States;

• credit risk;

• higher levels of payment fraud;

• multiple and conflicting laws and regulations, including complications due to unexpected changes in these laws and regulations;

• the burdens of complying with a wide variety of foreign laws and regulations;

• difficulties in enforcing intellectual property rights in countries other than the United States;

• general political and economic trends.

Our future growth may depend on our ability to expand operations in international markets.

We may have limited experience or we may need to rely on business partners in these markets, and our future growth will be materially adversely affected if we are unsuccessful in our international expansion efforts.

We operate local websites in numerous markets around the world.

Our future growth will depend significantly on our ability to expand our brands and product offerings in additional international markets.

As we expand into new international markets, we may have only limited experience in marketing and operating our products and services in such markets.

In other instances, we may have to rely on the efforts and abilities of foreign business partners in such markets.

Certain international markets may be slower than domestic markets in adopting the online recruitment and advertising industry medium and, as a result, our operations in international markets may not develop at a rate that supports our level of investment.

In addition, business practices in these new international markets may be unlike those in the other markets we serve and we may face increased exposure to fines and penalties under U.S.

laws, such as the Foreign Corrupt Practices Act, the U.K.

Anti-Bribery Act and local laws prohibiting corrupt payments to governmental officials.

Although we have implemented policies and procedures designed to ensure compliance with these laws, we cannot be sure that our employees, contractors or agents will not violate our policies.

Any such violations could materially damage our reputation, our brand, our international expansion efforts, our business and our operating results.

We may be impacted by unfavorable decisions in proceedings related to future tax assessments.

We operate in a number of jurisdictions and are from time to time subject to audits and reviews by various taxation authorities with respect to income, payroll, sales and use, and other taxes for current and past periods.

We may become subject to future

tax assessments by various authorities.

We may become subject to future tax assessments by various authorities.

The determination of our worldwide provision for income taxes and current and deferred tax assets and liabilities requires judgment and estimation.

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The imposition by state and local governments of various taxes upon certain services delivered over the Internet could create administrative burdens for us, put us at a competitive disadvantage if they do not impose similar obligations on all of our online competitors and potentially decrease our future sales.

We collect indirect tax (including value added tax and goods and services tax) as applicable on services sold by us on some of our international sites.

Additional foreign countries may seek to impose indirect tax collection obligations on us.

A successful assertion by one or more jurisdictions that we should collect sales tax or other indirect tax on the sale of services could result in substantial tax liabilities for past sales, decrease our ability to compete, and otherwise harm our business.

Because we recognize most of our revenue from our contracts over the term of the agreement, a significant downturn in these businesses may not be immediately reflected in our operating results.

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If the indebtedness under our Credit Agreement were to be accelerated, there can be no assurance that our assets would be sufficient to repay this indebtedness in full.

Cessation of London Inter-bank Offered Rate (“LIBOR”) and other benchmark rates, or uncertainty related to the potential for any of the foregoing, may adversely affect us.

On July 27, 2017, the United Kingdom’s Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021.

These reforms will cause LIBOR to cease to exist and will cause the establishment of an alternative reference rate(s).

LIBOR may be replaced by the Secured Overnight Financing Rate (“SOFR”) or other benchmark rates over the next several years.

As an alternative, the U.S.

Federal Reserve, in conjunction with the Alternative Reference Rates Committee, is considering replacing U.S.

dollar LIBOR with a newly created index, calculated based on repurchase agreements backed by treasury securities.

The Company intends to continue monitoring the developments with respect to the planned phasing out of the USD LIBOR tenors used by the Company, which is currently planned for June 30, 2023, and work with its lenders to ensure any transition away from LIBOR will have minimal impact on its financial

However, it is not possible to predict the effect of these changes, other reforms or the establishment of alternative reference rates in the United Kingdom, the United States or elsewhere.

There can be no assurances as to what alternative interest rates may be and whether such interest rates will be more or less favorable than LIBOR and any other unforeseen impacts of the potential discontinuation of LIBOR.

It is not possible to predict the effect of these changes, other reforms or the establishment of alternative reference rates in the United Kingdom, the United States or elsewhere.

Refer to Note 12 in the notes to consolidated financial statements and Item 7A.

"Quantitative and Qualitative Disclosures about Market Risk - Interest Rate Risk." for additional information about the Company's credit facility.

Risks Related to Ownership of Our Securities

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Our stock price has been volatile in the past and may be subject to volatility in the future.

The trading price of our common stock has been volatile in the past, including recent significant declines, and could be subject to fluctuations in response to various factors, some of which are beyond our control.

The trading price of our common stock has been volatile in the past and could be subject to fluctuations in response to various factors, some of which are beyond our control.

Factors such as announcements of variations in our quarterly financial results and fluctuations in revenue could cause the market price of our common stock to fluctuate.

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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.

These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes, international currency fluctuations or political unrest, may negatively impact the market price of our common stock.

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.

Failure to maintain effective internal control over financial reporting could have a material adverse effect on our business, operating results and stock price.

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In some instances, we may not be able to identify the cause or causes of these website performance problems within an acceptable period of time.

It may become increasingly difficult to maintain and improve the performance of our websites, especially during peak usage times and as our solutions become more complex and our user traffic increases.

It may become increasingly difficult to maintain and improve our website performance, especially during peak usage times and as our solutions become more complex and our user traffic increases.

If our websites are unavailable when users attempt to access them or do not load as quickly as they expect, users may seek other websites to obtain the information for which they are looking, and may not return to our websites as often in the future, or at all.

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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, eFinancialCareers, and ClearanceJobs websites.

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.

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.

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This could lead to slower response times or system failures and prevent users from accessing our websites for extended periods of time, thereby decreasing usage and attractiveness of our services.

Our technology operations are dependent in part on our ability to protect our operating systems against:

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;

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Furthermore, the occurrence of any of these events could result in interruptions, delays or cessations in service to users of our services, which could materially impair or prohibit our ability to provide our services and significantly impact our business.

Additionally, overall Internet usage could decline if any well-publicized compromise of security occurs or if there is a perceived lack of security of personal and corporate information stored within our systems to facilitate hiring and recruitment business processes.

“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.

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Our systems, like the systems of many other websites, have been targeted in the past in cyber-attacks and hacks and will continue to be subject to such attacks.

While such targets and hacks have not had material impacts on our results of operations and financial condition in the past, we cannot guarantee that similar attacks will not have such material impacts in the future.

Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, such techniques often are not recognized until launched against a target and may originate from less regulated and remote areas around the world, we may be unable to proactively address these techniques or to implement adequate preventative measures.

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Our hardware and back-up systems could fail causing our services to be interrupted.

Our customers may fall prey to successful phishing attacks and indavertently give unauthorized access to our candidate database.

Our customers may fall prey to successful phishing attacks and indavertently give unauthorized access to view our candidate profiles.

Any of these occurrences, and negative publicity arising from any such occurrences, could harm our business or give rise to a cause of action against us.

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Our competitors’ search engine optimization, or SEO, efforts may result in their websites receiving a higher search result page ranking than ours, or Internet search engines could revise their methodologies in an attempt to improve their search results, which could adversely affect the placement of our search result page ranking.

If search engine companies modify their search algorithms in ways that are detrimental to our new user growth or in ways that make it harder for our users to use our websites, or if our competitors’ SEO efforts are more successful than ours, overall growth in our user base could slow, user engagement could decrease, and we could lose existing users.

If search engine companies modify their search algorithms in ways that are detrimental to our new user growth or in ways that make it harder for our users to use our websites,

or if our competitors’ SEO efforts are more successful than ours, overall growth in our user base could slow, user engagement could decrease, and we could lose existing users.

These modifications may be prompted by search engine companies entering the online professional networking market or aligning with competitors.

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Interruptions or delays in those services could impair the delivery of our service and harm our business.

Our Dice, eFinancialCareers, and Clearancejobs website applications utilize cloud computing technology.

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 (AWS).

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While we believe we are in compliance with current law, we cannot ensure that we will not be subject to lawsuits or investigations for violations of law.

Moreover, our current practices regarding the

collection, storage and use of user information may not be in compliance with currently pending legislative and regulatory proposals by the United States federal government and various state and foreign governments intended to limit the collection and use of user information.

Moreover, our current practices regarding the collection, storage and use of user information may not be in compliance with currently pending legislative and regulatory proposals by the United States federal government and various state and foreign governments intended to limit the collection and use of user information.

While we have implemented and intend to implement additional programs designed to enhance the protection of the privacy of our users, these programs may not conform to all or any of these laws or regulations and we may consequently incur civil or criminal liability for failing to conform.

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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.

This could result in a loss of customers and revenue and materially adversely impact the success of our business.

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.

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However, it is possible that these obligations may be interpreted and applied in new ways and/or in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices or that new regulations could be enacted.

In the past, we have relied on the U.S.-European Union Frameworks, as agreed to by the U.S.

Department of Commerce and the European Union (“EU”), as one of the means to legally transfer European personal information from Europe to the United States.

However, on October 6, 2015, the European Court of Justice invalidated the U.S.-EU Safe Harbor framework.

On February 2, 2016, the U.S.

announced agreement on a new framework for transatlantic data flows entitled the EU-US Privacy Shield.

However, on July 16, 2020, the European Court of Justice issued a judgment declaring Privacy Shield as invalid.

Accordingly, the Company must rely on other mechanisms permitted by the GDPR and EU regulators for the transfer of such information.

Additionally, the EU has enacted the GDPR, which took effect on May 25, 2018.

The GDPR implemented more stringent operational requirements for processors and controllers of personal data, including, for example, expanded disclosures about how personal information is to be used, limitations on retention of information, mandatory data breach notification requirements and higher standards for controllers to demonstrate that they have obtained valid consent for certain data processing activities.

The GDPR also provides for significant penalties for non-compliance.

As a result of the GDPR, we expect regulatory and customer attention surrounding data privacy continue to increase.

Furthermore, outside of the EU, we continue to see increased regulation of data privacy and security, including the adoption of more stringent subject matter specific state laws and national laws regulating the collection and use of data, as well as security and data breach obligations.

We continue to see increased regulation of data privacy and security, including the adoption of more stringent subject matter specific state laws and national laws regulating the collection and use of data, as well as security and data breach obligations.

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.

The CCPA established a new privacy framework for covered businesses by, among other things, creating an expanded definition of personal information, establishing new data privacy rights for consumers in the State of California and creating a new and potentially severe statutory damages framework for violations of the CCPA and for businesses that fail to implement reasonable security procedures and practices to prevent data breaches.

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The uncertainty and changes in the requirements of multiple jurisdictions may increase the cost of compliance, reduce demand for our websites, restrict our ability to offer services in certain locations or subject us to sanctions by state or national data protection regulators, all of which could harm our business, financial condition, and results of operations.

Failure to provide adequate privacy protections and maintain compliance with the new data privacy laws, including the CCPA and the GDPR, could have a material adverse effect on our financial condition and results of operations.

Failure to provide adequate privacy protections and maintain compliance with the new data privacy laws, including the CCPA, could have a material adverse effect on our financial condition and results of operations.

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.

Congress and various state and local governments, as well as the EU, have passed legislation that regulates various aspects of the Internet, including content, copyright infringement, user privacy, taxation, access charges, liability for third-party activities and jurisdiction.

In addition, federal, state, local and foreign governmental organizations are also considering legislative and regulatory proposals that would regulate the Internet.

government regulation of the Internet and taxation, which may have a material adverse effect on our business.

Congress and various state and local governments have passed legislation that regulates various aspects of the Internet, including content, copyright infringement, user privacy, taxation, access charges, liability for third-party activities and jurisdiction.

In addition, federal, state, and local governmental organizations are also considering legislative and regulatory proposals that would regulate the Internet.

Areas of potential regulation include libel, pricing, quality of products and services and intellectual property ownership.

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Such proposals, if adopted, could substantially impair the growth of commerce over the Internet and could adversely affect our business, future results of operations, financial condition and liquidity.

We may be subject to restrictions on our ability to communicate with our customers through email and phone calls.

We may be subject to restrictions on our ability to communicate with our customers through email, text messages and phone calls.

Several jurisdictions have proposed or adopted privacy related laws that restrict or prohibit unsolicited email or “spam.” These laws may impose significant monetary penalties for violations.

For example, the CAN-SPAM Act of 2003, or “CAN-SPAM,” imposes complex and often burdensome requirements in connection with sending commercial email.

Key provisions of CAN-SPAM have yet to be interpreted by the courts.

Depending on how it is interpreted, CAN-SPAM may impose burdens on our email marketing practices or services we offer or may offer.

Although CAN-SPAM is thought to have preempted state laws governing unsolicited email, the effectiveness of that preemption is likely to be tested in court challenges.

If any of those challenges are successful, our business may be subject to state laws and regulations that may further restrict our email marketing practices and the services we may offer.

Among other requirements, CAN-SPAM obligates the sender of commercial emails to provide recipients with the right to "opt-out" of receiving future emails from the sender.

In addition, some states have passed laws regulating commercial email practices that are significantly more restrictive and difficult to comply with than CAN-SPAM, some portions of which may not be preempted by CAN-SPAM.

If we were found to be in violation of CAN-SPAM or applicable state laws governing email not preempted by CAN-SPAM, we could be required to pay large penalties, which would adversely affect our financial condition, harm our business operations and marketing efforts, injure our reputation and erode candidate and customer trust.

The scope of those regulations is unpredictable.

Because a number of these laws are relatively new and still in the process of being implemented, we do not know how courts will interpret these laws.

Therefore, we are uncertain as to how new laws or the application of existing laws will affect our business.

Changes in laws or regulations that adversely affect the growth, popularity or use of the Internet, including laws impacting net neutrality, could decrease the demand for our service and increase our cost of doing business.

Certain laws intended to prevent network operators from discriminating against the legal traffic that traverse their networks have been implemented in many countries, including across the E.U.

Certain laws intended to prevent network operators from discriminating against the legal traffic that traverse their networks have been implemented in many

jurisdictions.

In others, the laws may be nascent or non-existent.

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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.

We have employment agreements, which include non-compete provisions, with all members of senior management and certain key technical personnel.

However, we cannot assure you that any of these senior managers or others will remain with us or that they will not compete with us in the event they cease to be employees, which could have a material adverse effect on our business, results of operations, financial condition and liquidity.

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As of December 2021, the seasonally unadjusted U.S.

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

unemployment rate was 2.0% for computer-related occupations as

compared to the overall national average of 3.9%, seasonally adjusted.

The increase in unemployment and decrease in recruitment activity experienced during 2008 and 2009 resulted in decreased demand for our services.

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Additionally, there has historically been a lag from the time customers begin to increase purchases of our services and the impact to our revenues due to the recognition of revenue occurring over the length of the contract, which can be several months to a year.

Concerns persist regarding the debt burden of certain Eurozone countries and their ability to meet future financial obligations.

These concerns, or market perceptions concerning these and related issues, could adversely affect demand for our services in the European market and our business, results of operations, financial condition, and liquidity.

In addition, Hong Kong has recently experienced significant political unrest and social strife.

Any negative developments to China’s economic condition could have an adverse impact on the global economy, and thus our business.

Volatility in global financial markets may limit our ability to access the capital markets at a time when we would like, or need, to raise capital, which could have an impact on our

ability to react to changing economic and business conditions.

Accordingly, if the domestic or global economies worsen, our business, results of operations and financial condition could be materially and adversely affected.

Volatility in global financial markets may limit our ability to access capital markets at a time when we would like, or need, to raise capital, which could have an impact on our ability to react to changing economic and business conditions.

Accordingly, if the domestic or global economies worsen or volatility occurs, our business, results of operations and financial condition could be materially and adversely affected.

We could be subject to infringement and other claims relating to our services or the content on our websites that may result in costly litigation, the payment of damages or the need to revise the way we conduct business.

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We have taken measures to protect our intellectual property, such as requiring our employees and consultants with access to our proprietary information to execute confidentiality agreements.

In the future, we may sue competitors or other parties who we believe to be infringing our intellectual property.

In the future, we may sue competitors or other parties who we believe to be infringing our

intellectual property.

We may in the future also find it necessary to assert claims regarding our intellectual property.

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A significant impairment of our intellectual property rights could require us to develop alternative intellectual property, incur licensing or other expenses or limit our product and service offerings.

We have incurred increased costs and will continue to incur these costs as a result of being a public company.

We incur increased costs and will continue to incur these costs as a result of being a public company.

As a public company, we have incurred and will continue to incur significant levels of legal, accounting and other expenses.

In addition, the Sarbanes Oxley Act of 2002 (“Sarbanes Oxley”), the Dodd-Frank Act and related rules of the Securities and Exchange Commission (the “SEC”) and the NYSE regulate corporate governance practices of public companies and impose significant requirements relating to disclosure controls and procedures and internal control over financial reporting.

Compliance with these public company requirements has increased our costs, required additional resources and made some activities more time consuming.

Compliance with these public company requirements involves significant costs, the commitment of significant management resources, and is time consuming.

We are required to expend considerable time and resources complying with public company regulations.

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.

In addition, federal, state, local and foreign governmental organizations are also considering legislative and regulatory proposals that would regulate the Internet.

Areas of potential regulation include libel, pricing, quality of products and services and intellectual property ownership.

A number of proposals have been made at the state and local level that would impose taxes on the sale of goods and services through the Internet.

We may be subject to restrictions on our ability to communicate with our customers through email and phone calls.

Several jurisdictions have proposed or adopted privacy related laws that restrict or prohibit unsolicited email or “spam.”

These laws may impose significant monetary penalties for violations.

For example, the CAN-SPAM Act of 2003, or “CAN-SPAM,” imposes complex and often burdensome requirements in connection with sending commercial email.

Key provisions of CAN-SPAM have yet to be interpreted by the courts.

Depending on how it is interpreted, CAN-SPAM may impose burdens on our email marketing practices or services we offer or may offer.

Although CAN-SPAM is thought to have preempted state laws governing unsolicited email, the effectiveness of that preemption is likely to be tested in court challenges.

If any of those challenges are successful, our business may be subject to state laws and regulations that may further restrict our email marketing practices and the services we may offer.

The scope of those regulations is unpredictable.

Because a number of these laws are relatively new and still in the process of being implemented, we do not know how courts will interpret these laws.

Therefore, we are uncertain as to how new laws or the application of existing laws will affect our business.

Changes in laws or regulations that adversely affect the growth, popularity or use of the internet, including laws impacting net neutrality, could decrease the demand for our service and increase our cost of doing business.

Certain laws intended to prevent network operators from discriminating against the legal traffic that traverse their networks have been implemented in many countries, including across the E.U.

In others, the laws may be nascent or non-existent.

Furthermore, favorable laws may change, including for example in the United States where the FCC voted to repeal existing net neutrality regulations.

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.

Due to the global nature of the Internet, it is possible that the governments of other states and foreign countries might attempt to regulate its transmissions or prosecute us for violations of their laws.

We might unintentionally violate such laws or such laws may be modified and new laws may be enacted in the future.

Any such developments (or developments stemming from enactment or modification of other laws) may significantly harm our business, operating results and financial condition.

The U.K.’s departure from the E.U.

could adversely affect us.

held a referendum in June 2016 on its membership in the E.U., in which a majority of voters in the U.K.

voted to exit the E.U.

(commonly referred to as “Brexit”).

formally departed from the E.U.

on Friday, January 31, 2020, subject to a transition period which ended on December 31, 2020 (the "Transition Period").

laws, rules and guidance have been on-shored into domestic U.K.

legislation and certain transitional regimes and deficiency-correction powers exist to ease the transition.

announced, on December 24, 2020, that they have reached agreement on a new Trade and Cooperation Agreement (the “TCA”) which addresses a range of aspects of the future relationship between the parties.

The TCA was ratified by the U.K.

Parliament on December 31, 2020.

The TCA addresses, for example, trade in goods and the ability of U.K.

nationals to travel to the E.U.

on business but defers other issues.

While the TCA includes a commitment by the U.K.

to keep their markets open for persons wishing to provide financial services through a permanent establishment, it does not address substantive future cooperation in the sphere of financial services or reciprocal market access into the E.U.

firms under so-called “equivalence” arrangements.

The European Commission has indicated that its assessment of the U.K.’s replies to its equivalence inquiries remain ongoing and, at this stage, there is no certainty as to when such assessments will be concluded or whether the U.K.

will be deemed equivalent in some or all of the individual assessments.

While the TCA provides clarity in some areas, elements of the uncertainty that has accompanied much of the Brexit process to date will continue.

This is driven by the ongoing uncertainty relating to equivalence and the extent to which the E.U.

grants reciprocal access to U.K.

firms in the sphere of financial services and that, as a new agreement, the implications and operation of the TCA may evolve during the balance of 2021, and potentially beyond that date.

The outcomes following the implementation of the TCA (and any subsequent discussions between the U.K.

in respect of matters not within its scope) are likely to affect, among others, trade in goods and services (including the availability of equivalence regimes for financial services firms);

immigration and business travel rules, the ability to move employees across borders, and recognition of professional qualifications;

legal and regulatory regimes;

and market access rules.

The impact of this uncertainty as well as that of (a) the TCA (and any subsequent discussions between the U.K.

in relation to equivalence assessments for financial services) and (b) the operation of on-shored EU laws, rules and guidance in the U.K.

are difficult to predict, and could adversely affect our business, including affecting our relationships with our existing and future customers and employees based in the U.K.

For example, if as a result of Brexit, financial institutions move all or a portion of their operations out of the U.K., it may result in decreased demand for jobs in the financial sector in the U.K.

and could negatively impact the performance of our eFinancialCareers business.

Further, the potential loss of the E.U.

“passport,” or

any other potential restriction on free travel of U.K.

citizens to Europe, and vice versa, could adversely impact the jobs market in general and our operations in Europe.

In addition, Brexit has resulted in significant volatility in the value of the British Pound Sterling and Euro currencies.

Since our financial statements are denominated in U.S.

dollars and we currently do not hedge currency risk, a decline in the value of the Pound or Euro may have an adverse impact on our financial condition and results of operations.

Brexit could adversely affect European and worldwide economic and market conditions and could contribute to instability in global financial and foreign exchange markets.

Uncertainty about future custom and trade agreements between of the U.K.

could harm our business and financial results.

In addition, other E.U.

member countries may consider referendums regarding their E.U.

These events, along with any political changes that may occur as a result of Brexit, could cause political and economic uncertainty in Europe.

In addition, Brexit is likely to lead to legal uncertainty, including uncertainty regarding data protection, taxation, and potentially divergent national laws and regulations as the U.K.

determines which E.U.

laws to replace or replicate, including the GDPR.

Any of these effects of Brexit, and others we cannot anticipate, could adversely affect our business, results of operations and financial condition.

COVID-19 could continue to have an adverse impact on our business.

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COVID-19 slowed recruitment activity for our businesses in 2020 as employers slowed hiring, which reduced our revenues and operating cash flows.

We expect the pandemic will continue to negatively impact our financial performance in the coming months, but, based on information currently available, we are not anticipating a significant long-term impact on our business and operations, results of operations, financial condition, cash flows, liquidity and capital and financial resources.

We believe the pandemic could negatively impact our future financial performance, but, based on information currently available, we are not anticipating a significant negative long-term impact on our business and operations, results of operations, financial condition, cash flows, liquidity and capital and financial resources.

However, the situation is uncertain and rapidly changing.

The Company cannot at this time predict the ultimate impact that the COVID-19 pandemic will have on its financial condition and operations.

In an effort to protect the health and safety of our employees, we have taken action to adopt social distancing policies at our locations around the world, including working from home, closing of our office locations where necessary, and suspending employee travel.

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 working from home, closing of our office locations where necessary, and suspending employee travel at times.

We may have to take further actions that we determine are in the best interests of our employees or as required by federal, state, or local authorities.

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The extent of the pandemic’s effect on our operational and financial performance will depend in large part on future developments, which cannot be predicted with confidence at this time.

Future developments include the duration, scope and severity of the pandemic, the actions taken to contain or mitigate its impact, the impact on governmental programs and budgets, the development of treatments or vaccines, and the resumption of widespread economic activity.

While we expect the pandemic will continue to negatively impact our financial performance in the coming months, due to the inherent uncertainty of the unprecedented and rapidly evolving situation, we may not be able to predict the likely impact of the COVID-19 pandemic on our future operations.

Future developments include the duration, scope and severity of the pandemic, the actions taken to contain or mitigate its impact, the impact on governmental programs and budgets, the continued development of treatments or vaccines, and the resumption of widespread economic activity.

While we expect the pandemic could negatively impact our financial performance in the future, due to the inherent uncertainty of the unprecedented and rapidly evolving situation, we may not be able to predict the likely impact of the COVID-19 pandemic on our future operations.

Unresolved Staff Comments

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 1A. Risk Factors