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Item 1A. Risk Factors

2023-02-10 compared with 2022-02-11 · 146 added, 154 removed, 319 unchanged (48% of the section changed)

Summary Risk Factors

Our business is subject to a number of risks that may prevent us from achieving our objectives, or may adversely affect our business, financial condition, operations, cash flows, and prospects.

These risks are outlined and discussed more fully below and include:

Risks Related to Our Business

• our ability to execute our tech-focused strategy in a competitive business environment that is constantly changing;

• failure to develop and maintain our brand, attract customers and recruit new qualified users;

• misappropriation or misuse of our intellectual property, claims against us for intellectual property infringement or failure to enforce our ownership of our intellectual property;

• acquisitions and our ability to successfully integrate acquisitions;

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

• disruption resulting from unsolicited offers to purchase the Company;

• taxation risks in various jurisdictions and the potential for unfavorable decisions related to tax assessments;

• a significant downturn in our customers' businesses;

Risks Related to Our Indebtedness

• our indebtedness and our ability to borrow in case of adverse changes within the credit market;

• the covenants set forth in our Credit Agreement;

Risks Related to Ownership of Our Securities

• compliance with the listing standards of the NYSE;

• the volatility of our stock price;

• our ability to maintain internal controls over financial reporting;

Risks Related to Our Technology

• our ability to scale, adapt and maintain our technology and infrastructure;

• capacity constraints, systems failures or breaches of our network security;

• any decrease in our user engagement;

• our ability to halt operations of third-party websites that aggregate our data;

• our reliance on third-party hosting facilities;

Regulatory Risks

• 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

• our ability to navigate the cyclicality or downturns of the U.S.

and worldwide economies;

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

Risks Related to Our Business

We may not be successful in executing our tech-focused strategy which could have a material adverse effect on our results of operations.

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

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

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.

A write-off of all or a part of our goodwill and intangible assets would hurt our operating results and reduce our net worth.

As a result of our strategic focus on technology professionals and the divesting of our businesses operating in and focused on different professions, we have an increased dependence on the demand for technology-focused professionals and may not have the mitigating benefits of exposure to a portfolio of diverse professions in the event of a downturn in the demand for such technology professionals.

For example, in 2022 and thus far in 2023, several large technology companies have announced planned layoffs.

If the need for technology professionals decreases, whether because there is reduced demand for technologists by our customers, as a result of macroeconomic conditions affecting their businesses, the aforementioned layoffs, reductions in hiring or otherwise, our ability to sell recruitment packages to our customers may be adversely impacted.

A write-off of all or a part of our goodwill and intangible assets would hurt our operating results.

We have significant intangible assets and goodwill.

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There are multiple generalist job boards, as well as a number of existing and emerging alternative business models seeking to compete in our target markets.

We do not own any patented technology that would preclude or inhibit competitors from entering the recruiting and career development services market.

We do not own any patented technology that would expressly preclude or inhibit competitors from entering the recruiting and career development services market.

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, 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 compete with generalist job boards, some of which have substantially greater resources and brand recognition than we do, such as CareerBuilder, Monster.com, Snagajob, Indeed, ZipRecruiter, and Seek, which, unlike specialist job boards, permit customers to enter into a single contract to find professionals across multiple occupational categories and attempt to fill all of their hiring needs through a single website, as well as job boards focused specifically on the industries we service, such as Stack Overflow, FT.com, JobServe, Doximity, and Upwork.

We also compete with newspaper and magazine publishers, national and regional advertising agencies, executive search firms and search and selection firms that carry classified advertising, many of whom have developed, begun developing or acquired new media capabilities, such as recruitment websites, or have recently partnered with generalist job boards.

We also compete with general business sites and print publications, as well as technology news and information community sites, such as Google News, Digg.com and Reddit.com.

In addition, we face competition from aggregators of classified advertising, including Indeed, TalentBin, Entelo, ZipRecruiter, Google, and Craigslist.

In addition, we face competition from aggregators of classified advertising, including TalentBin, Entelo, JobDiva, Daxtra, CEIPAL, and Google.

Social and professional networking sites, such as LinkedIn, Facebook, Twitter and Google compete with us in providing professional services.

We also compete with new competitors, including career-focused community sites such as Glassdoor and talent relationship management software providers such as Avature and SmashFly, and emerging competitors with new business models and products that customers are more willing to trial during periods when talent is scarce.

We also compete with new competitors, including career-focused community sites such as Glassdoor and talent relationship management software

providers such as Avature and SmashFly, and emerging competitors with new business models and products that customers are more willing to trial during periods when talent is scarce.

Some of our competitors have longer operating histories, larger client bases, longer relationships with clients, greater brand or name recognition, or significantly greater financial, technical, marketing and public relations resources than we do.

As a result, they may be in a position to respond more quickly to new or emerging technologies and changes in customer requirements, and to develop and promote their products and services more effectively than we can.

We may not be able to adapt to such technological changes or offer new products on a timely or cost-effective basis or establish or maintain competitive positions.

If we are unable to develop and introduce new products and services, or enhancements to existing products and services, in a timely and successful manner, our business, results of operations, financial condition and liquidity could be materially and adversely affected, and the market price of our common stock would likely fall.

We must adapt our business model to keep pace with rapid changes in the recruiting and career services business, including rapidly changing technologies and the development of new products and services.

Providing online recruiting and career development services is a rapidly evolving business, and we will not be successful if our business model does not keep pace with new trends and developments.

The adoption of recruiting and job seeking, particularly among those who have historically relied on traditional recruiting methods, requires acceptance of a new way of conducting business, exchanging information and applying for jobs.

The adoption of new recruiting and job seeking techniques, particularly among those who have historically relied on traditional recruiting methods, requires acceptance of a new way of conducting business, exchanging information and applying for jobs.

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.

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We may not be able to adapt to such technological changes or offer new products on a timely or cost-effective basis or establish or maintain competitive positions.

If we are unable to develop and introduce new products and services, or enhancements to existing products and services, in a timely and successful manner, our business, results of operations, financial condition and liquidity could be materially and adversely affected, which could result in a decline in the market price of our common stock.

Trends that could have a critical impact on our success include:

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

We believe that establishing and maintaining the identity of our brands, 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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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, 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.

Dice recruitment package customers at December 31, 2022, 2021, and 2020 were 6,311, 6,004, and 5,150, respectively, while ClearanceJobs recruitment package customers at December 31, 2022, 2021, and 2020 were 2,064, 1,878, and 1,718, respectively.

If we fail to attract qualified professionals to our websites or grow the number of qualified professionals who use our websites, our revenues could decline.

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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.

Our revenue and operating results could vary significantly from quarter-to-quarter and year-to-year and may fail to match our past performance because of a variety of factors, some of which are outside of our control.

Any of these events could cause the market price of our common stock to fluctuate.

Factors that may contribute to the variability of our operating results include:

• the size and seasonal variability of our customers’ recruiting and marketing budgets;

• the emergence of new competitors in our market whether by established companies or the entrance of new companies;

• the cost of investing in our technology infrastructure may be greater than we anticipate;

• our ability to increase our customer base and customer and professional engagement;

• disruptions or outages in the availability of our websites, actual or perceived breaches of privacy and compromises of our customers’ or professionals’ data;

• changes in our pricing policies or those of our competitors;

• macroeconomic changes, in particular, deterioration in labor markets, which would adversely impact sales of our hiring solutions, or economic growth that does not lead to job growth, for instance increases in productivity;

• costs associated with data security which is becoming increasingly complex;

• the timing and costs of expanding our organization and delays or inability in achieving expected productivity;

• the timing of certain expenditures, including hiring of employees and capital expenditures;

• our ability to increase sales of our products and solutions to new customers and expand sales of additional products and solutions to our existing customers;

• the extent to which existing customers renew their agreements with us and the timing and terms of those renewals;

• general industry and macroeconomic conditions.

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.

An important component of our tech-focused strategy is developing new capabilities that strengthen and expand our position in the U.S.

technology talent acquisition market and broaden the talent solutions through the acquisition of other complementary businesses and technologies.

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.

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.

Market disruption and volatility, poor economic conditions in the capital markets and global economy could adversely impact our ability to obtain additional financing on favorable terms or at all.

Misappropriation or misuse of our intellectual property could harm our reputation, affect our competitive position and cost us money.

Our success and ability to compete are dependent in part on the strength of our intellectual property rights, the content included on our websites, the goodwill associated with our trademarks, trade names and service marks, and on our ability to use U.S.

Our success and ability to compete are dependent in part on the strength of our intellectual property rights, the content included on our websites, the goodwill associated with our patents, trademarks, trade names and service marks, and on our ability to use U.S.

and foreign laws to protect them.

Our intellectual property includes, among other things, the content included on our websites, our logos, brands, domain names, the technology that we use to deliver our products and services, the various databases of information that we maintain and make available and the appearance of our websites.

Our intellectual property includes, among other things, the content included on our websites, our logos, brands, domain names, a patent, the technology that we use to deliver our products and services, the various databases of information that we maintain and make available and the appearance of our websites.

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.

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While we attempt to ensure that the quality of our brands is maintained by these licensees, we cannot assure you that third-party licensees of our proprietary rights will always take actions to protect the value of our intellectual property and reputation, and if they fail to do so, such failure could adversely affect our business and reputation.

Actions of activist shareholders could cause us to incur substantial costs, divert management's attention and resources, and have an adverse effect on our business.

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.

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.

If our business fails to attract and retain users, particularly users who create and post original content on our web properties, our financial results will be adversely affected.

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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.

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

There are many transactions and calculations where the ultimate tax determination is uncertain.

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Taxation risks could subject us to liability for past sales and cause our future sales to decrease.

We do not collect sales or use tax in certain jurisdictions on all the services we provide in the United States.

We do not collect sales or use tax in certain jurisdictions on the services we provide.

Our operations, and any future expansion of them, along with other aspects of our evolving business, may result in additional sales or use tax obligations.

Currently, the individual states’ laws and regulations determine which services performed over the Internet are subject to sales tax.

A number of states have been considering or have adopted initiatives that could impose sales tax on certain services delivered electronically.

Additionally, many states have implemented laws or regulations requiring out-of-state vendors to collect sales tax, which may increase our tax filing obligations.

A number of states have adopted initiatives that impose sales tax on certain services delivered electronically.

Additionally, many states have implemented laws or regulations requiring out-of-state vendors to collect sales tax, which has increased our tax filing obligations.

Also, a state may take the position that certain services we provide are subject to sales tax under existing regulations.

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We have indebtedness which could affect our financial condition, and, if adverse changes in the credit markets occur, we may not be able to borrow funds under our revolving credit facility or refinance our indebtedness.

As of December 31, 2021, we had $23.0 million of outstanding indebtedness under our credit agreement dated November 14, 2018 (the “Credit Agreement”) and the facility provides capacity for us to borrow an additional $67.0 million.

As of December 31, 2022, we had $30.0 million of outstanding indebtedness under our credit agreement dated June 10, 2022 (the “Credit Agreement”) and the facility provides capacity for us to borrow an additional $70.0 million, subject to the terms of the Credit Agreement.

If we cannot generate sufficient cash flow from operations to service our debt, we may need to further refinance our debt, dispose of assets or issue equity to obtain necessary funds.

We do not know whether we will be able to take any of these actions, if necessary, on a timely basis or on terms satisfactory to us or at all.

Our Credit Agreement consists of a revolving facility and matures in November 2023.

Our Credit Agreement consists of a revolving facility and matures in June 2027.

The funding of the revolving facility is dependent on a number of financial institutions.

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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

If we do not meet the continued listing requirements of the NYSE our common stock may be delisted.

Our common stock is listed on the NYSE.

The NYSE requires us to continue to meet certain listing standards, including standards related to the trading price of our common stock, as well as our global market capitalization.

While we are currently in compliance with the NYSE continued listing requirements, we cannot assure you that we will remain in compliance.

If we do not meet the NYSE’s continued listing standards, we will be notified by the NYSE and we will be required to take corrective action to meet the continued listing standards;

otherwise our common stock will be delisted from the NYSE.

A delisting of our common stock on the NYSE would reduce the liquidity and market price of our common stock and the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to access the public capital markets.

A delisting would also reduce the value of our equity compensation plans, which could negatively impact our ability to retain key employees.

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 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.

Fluctuations in the valuation of companies perceived by investors to be comparable to us or in valuation metrics, such as our price to earnings ratio, could impact our stock price.

Additionally, the stock markets have at times experienced price and volume fluctuations that have affected and might in the future affect the market prices of equity securities of many companies.

These fluctuations have, in some cases, been unrelated or disproportionate to the operating performance of these companies.

Further, the trading prices of publicly traded shares of companies in our industry have been particularly volatile and may be very volatile in the future.

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.

Maintaining effective internal control over financial reporting is necessary for us to produce reliable financial reports and is important in helping to prevent financial fraud.

If we are unable to maintain adequate internal controls, our business and operating results could be harmed.

We are required to satisfy the requirements of Section 404 of Sarbanes Oxley and the related rules of the SEC, which require, among other things, our management to assess annually the effectiveness of our internal control over financial reporting and our independent registered public accounting firm to issue a report on that assessment.

We may be unable to remedy deficiencies before the requisite deadlines for those reports.

Any failure to remediate deficiencies noted by our independent registered public accounting firm or to implement required new or improved controls or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements.

If our management or our independent registered public accounting firm were to conclude in their reports that our internal control over financial reporting was not effective, investors could lose confidence in our reported financial information, and the trading price of our stock could drop significantly.

Despite our current level of indebtedness, we may be able to incur substantially more debt, which could increase the risks to our financial condition described above.

We may be able to incur substantial additional indebtedness in the future.

Although the Credit Agreement contains restrictions on the incurrence of additional indebtedness and entering into certain types of other transactions, these restrictions are subject to a number of qualifications and exceptions, including compliance with various financial conditions.

Additional indebtedness incurred in compliance with our existing debt could be substantial.

To the extent new debt is added to our current debt levels, the substantial leverage risks described in the immediately preceding risk factors would increase.

As of December 31, 2022, we had $30 million in total indebtedness with additional borrowing capacity of $70 million, subject to certain availability limits including our consolidated leverage ratio, which generally limits borrowings to 2.5 times annual Adjusted EBITDA levels, as defined in the Credit Agreement.

Risks Related to Our Technology

Issues in the development and use of artificial intelligence ("AI") may result in reputational harm or liability .

We are incorporating AI into some of our offerings.

This AI may be developed by the Company or others.

We expect these elements of our business to grow.

We envision a future in which AI's incorporation into our products helps our customers be more productive in their work.

As with many innovations, AI presents risks and challenges that could affect its adoption, and therefore our business.

AI algorithms may be flawed.

Datasets may be insufficient or contain biased information.

Content generated by AI systems may be offensive, illegal, or otherwise harmful.

Ineffective or inadequate AI development or deployment practices by the Company or others could result in incidents that impair the acceptance of AI solutions or cause harm to individuals or society.

These deficiencies and other failures of AI systems could subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm.

Some AI scenarios present ethical issues or may have broad impacts on society.

If we enable or offer AI solutions that have unintended consequences or are controversial because of their impact on human rights, privacy, employment, or other social, economic, or political issues, we may experience brand or reputational harm.

We may not timely and effectively scale and adapt our existing technology and network infrastructure to ensure that our websites are accessible within an acceptable load time.

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• similar events.

Although we maintain insurance against fires, floods, and general business interruptions, the amount of coverage may not be adequate in any particular case.

Although we maintain insurance against fires, floods, cyber-attacks, and general business interruptions, the amount of coverage may not be adequate in any particular case.

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

“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.

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.

Despite our implementation of numerous security 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 view our candidate profiles.

Our customers may fall prey to successful phishing attacks and inadvertently 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.

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

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.

Our websites have experienced fluctuations in search result rankings in the past, and we anticipate similar fluctuations in the future.

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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).

It is hosted pursuant to service agreements on technology platforms by third-party service providers, primarily through Amazon Web Services.

We do not control the operation of these providers or their facilities, and the facilities are vulnerable to damage, interruption or misconduct.

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Interruptions in our service may damage our reputation, reduce our revenue, cause us to issue credits or pay penalties, cause customers to terminate their agreements and adversely affect our renewal rates and our ability to attract new customers.

While we believe our application and network architecture and use of multiple availability zones and regions within Amazon Web Services Cloud reduce our risk, our business would be harmed if our customers and potential customers believe our services are unreliable.

While we believe our application and network architecture and use of multiple availability zones and regions within Amazon Web Services reduce our risk, our business would be harmed if our customers and potential customers believe our services are unreliable.

Regulatory Risks

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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 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.

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.

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

Concern among prospective customers and professionals regarding our use of personal information collected on our websites, such as credit card numbers, email

addresses, phone numbers and other personal information, could keep prospective customers from using our career services websites.

Internet-wide incidents or incidents with respect to our websites or databases, including misappropriation of our users’ personal information, penetration of our network security, or changes in industry standards, regulations or laws could result in regulatory penalties, liability to the persons whose information was compromised, as well as legal expenses, and could deter people from using the Internet or our websites to conduct transactions that involve confidential information, which could have a material adverse impact on our business.

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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.

For example, California adopted the California Consumer Privacy Act of 2018, or CCPA, which became effective on January 1, 2020 and was recently replaced and expanded upon by the California Privacy Rights Act, or CPRA, which was enacted on November 3, 2020 and went into effect on January 1, 2023.

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.

More recently, on November 3, 2020, California enacted the California Privacy Rights Act, or 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.

The CPRA expanded on these protections by introducing new limitations on the sale or sharing of consumers' personal information and the creation of a new state agency to enforce its protections.

The 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, 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 CPRA, could have a material adverse effect on our financial condition and results of operations.

Our business is subject to U.S.

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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

jurisdictions.

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.

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.

Furthermore, favorable laws may change.

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.

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In addition, the recent significant decline in our stock price may undermine the use of our equity as a retention tool and may make it more difficult to retain key personnel.

We may be adversely affected by cyclicality, volatility or an extended downturn in the United States or worldwide economies, or in or related to the industries we serve.

Our revenues are generated primarily from servicing customers seeking to hire qualified professionals in the technology and finance sectors.

We may be adversely affected by cyclicality, volatility or an extended downturn in the United States or worldwide economies, in or related to the industries we serve.

Our revenues are generated primarily from servicing customers seeking to hire qualified professionals in the technology and security-cleared sectors.

Demand for these professionals tends to be tied to economic and business cycles.

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As of December 2022, the seasonally unadjusted U.S.

unemployment rate was 2.0% for computer-related occupations as

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

unemployment rate was 1.8% for computer-related occupations as compared to the overall national average of 3.5%, seasonally adjusted.

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

During 2009, we experienced a 29% decline in revenues compared to 2008.

If the economic environment experienced during 2008 and 2009 returns, our ability to generate revenue may be adversely affected.

During 2009, we

experienced a 29% decline in revenues compared to 2008.

If an economic environment similar to those experienced during 2008 and 2009 returns, our ability to generate revenue may be adversely affected.

In addition, the general level of economic activity in the regions and industries in which we operate significantly affects demand for our services.

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Additionally, the labor market and certain of the industries we serve have historically experienced short-term cyclicality.

For example, if the demand for technology professionals decreases, it may be more difficult to sell recruitment packages to our customers.

It is difficult to estimate the total number of passive or active job seekers or available job openings in the United States or abroad during any given period.

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Furthermore, if there is a shortage of available job openings in a particular region or sector we serve, the number of job postings on our websites could decrease, causing our business to be adversely affected.

For example, the continued depression of oil prices led to decreased demand for energy professionals worldwide.

Oil prices reached decade lows in 2016 and remained depressed.

This decline in demand significantly decreased the sales of energy industry job postings and the use of related services and adversely impacted the results of Rigzone, a business we disposed of in 2018.

As a result, we recorded a $24.6 million impairment of goodwill and intangible assets and $34.8 million impairment of goodwill at our former Corporate & Other segment for the fiscal years ended December 31, 2016 and 2015, respectively.

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

Any economic downturn or recession in the United States or abroad for an extended period of time could have a material adverse effect on our business, financial condition, results of operations and liquidity.

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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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We also rely on laws, including those regarding copyrights and trademarks to protect our intellectual property rights.

Current laws, or the enforceability of such laws, specifically in foreign jurisdictions, may not adequately protect our intellectual property or our databases and the data contained in them.

Current laws, or the enforceability of such laws,

specifically in foreign jurisdictions, may not adequately protect our intellectual property or our databases and the data contained in them.

In addition, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights in Internet related businesses are uncertain and evolving, and we cannot assure you of the future viability or value of any of our proprietary rights.

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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.

Global climate change, including extreme weather conditions, natural disasters, public health issues, or other events outside of our control, as well as related regulations, could negatively impact our operating results and financial condition.

The effects of climate change, natural disasters such as earthquakes, hurricanes, tsunamis, or other adverse weather and climate conditions, and public health issues like the COVID-19 pandemic, whether occurring in the U.S.

or abroad, and the consequences and effects thereof, including have in the past and could in the future harm or disrupt our operations or the operations of our customers, or result in economic instability that may negatively impact our operating results and financial condition..

We have made a public commitment regarding our sourcing of renewable energy for our facilities regarding greenhouse gas Scope 2 emissions.

Although we intend to meet these commitments, we may be required to expend significant resources to do so, which could increase our operational costs.

Further, there can be no assurance of the extent to which our commitment will be achieved, or that any future investments we make in furtherance of achieving such target and goal will meet investor expectations or legal standards, if any, regarding sustainability performance.

Moreover, we may determine that it is in the best interest of our Company and our stockholders to prioritize other business, social, governance or sustainable investments over the achievement of our current commitments based on economic, technological developments, regulatory and social factors, business strategy or pressure from investors, activist groups or other stakeholders.

If we are unable to meet these commitments, then we could incur adverse publicity and reaction from investors, activist groups or other stakeholders, which could adversely impact the perception of us and our products and services by current and potential customers, as well as investors, which could in turn adversely impact our results of operations.

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

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

The spread of the COVID-19 pandemic throughout 2020 caused an economic downturn on a global scale, as well as significant volatility in the financial markets.

In March 2020, the World Health Organization declared the spread of the COVID-19 virus a pandemic.

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

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 spread of the COVID-19 pandemic caused an economic downturn on a global scale, as well as significant volatility in the financial markets.

COVID-19 slowed recruitment activity for our businesses in 2020 and into the first half of 2021 as employers slowed hiring, which reduced our revenues and operating cash flows.

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.

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

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

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 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.

Future developments include the duration, scope and severity of the pandemic, new and unknown strains of the virus, potential actions taken to contain or mitigate its impact, and the continued development of treatments or additional vaccinations.

While we expect the pandemic could negatively impact our financial performance in the future, due to the inherent uncertainty of the

unprecedented and evolving situation, we may not be able to predict the likely impact of the COVID-19 pandemic on our future operations.