4 unchanged sentences
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.
−Removed: For example, in 2022 and thus far in 2023, several large technology companies have announced planned layoffs.
+Added: For example, in 2022 and 2023 several large technology companies underwent 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.
2 unchanged sentences
As of December 31, 2023, we had $128.1 million and $23.8 million of goodwill and acquired intangible assets, respectively, on our balance sheet, which represented approximately 57% and 11%, respectively, of our total assets.
−Removed: We do not amortize goodwill nor our indefinite-lived acquired intangible asset, which is the Dice trademarks and brand name, under U.S.
+Added: We do not amortize goodwill or our indefinite-lived acquired intangible asset, which is the Dice trademarks and brand name, under U.S.
GAAP and instead are required to review them at least annually for impairment.
5 unchanged sentences
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Goodwill and Indefinite-Lived Acquired Intangible Assets.”
+Added: Our backlog may not accurately represent future revenue.
+Added: Backlog consists of deferred revenue plus customer contractual commitments not invoiced, representing the value of future services to be rendered under committed contracts.
+Added: Our contracts are subject to delay or default and contracts in the Company's backlog are subject to changes in the scope of services to be provided as well as adjustments to the costs relating to the applicable contracts.
+Added: Backlog may also be affected by, among other things, external market and economic factors beyond our control.
+Added: Accordingly, there is no assurance that the entirety of our backlog will be realized.
+Added: The timing of new contracts and the mix of services can significantly affect backlog.
+Added: Backlog at any given point in time may not accurately represent the future revenue that may be realized and should not be relied upon as a stand-alone indicator of future revenues.
We operate in a highly competitive developing market and we may be unable to compete successfully against existing and future competitors.
3 unchanged sentences
We compete with other companies that direct all or portions of their websites toward certain segments or sub-segments of the industries we serve.
−Removed: 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.
−Removed: 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.
+Added: We compete with generalist job boards, some of which have substantially greater resources and brand recognition than we do, such as CareerBuilder, Monster.com, Indeed, ZipRecruiter, and Seek, which, unlike specialist job boards, permit customers to enter into a single contract to find professionals across multiple occupational categories and attempt to fill all of their hiring needs through a single website, as well as job
+Added: boards focused specifically on the industries we service, such as Stack Overflow and Upwork.
+Added: We also may compete with newspaper and magazine publishers, as well as national and regional advertising agencies, executive search firms and search and selection firms that carry classified advertising, many of whom have developed, begun developing or acquired new media capabilities, such as recruitment websites, or have recently partnered with generalist job boards.
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.
1 unchanged sentence
Social and professional networking sites, such as LinkedIn, Facebook, Twitter and Google compete with us in providing professional services.
−Removed: We also compete with new competitors, including career-focused community sites such as Glassdoor and talent relationship management software
−Removed: 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.
+Added: We also compete with new competitors, including career-focused community sites such as Glassdoor and talent relationship management software providers such as Avature and Symphony Talent, and emerging competitors with new business models and products that customers are more willing to trial during periods when talent is scarce.
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.
18 unchanged sentences
Promotion and enhancement of our brands will depend largely on our success in continuing to provide high quality recruiting and career development services.
−Removed: If users do not perceive our existing career and recruiting services to be of high quality, or if we introduce new services or enter into new ventures that are not favorably received by users, the uniqueness of our brands could be diminished and accordingly the attractiveness of our websites to professionals and customers could be reduced.
+Added: If users do not perceive our existing career and recruiting services to be of high quality, or if we introduce new services or enter into new ventures that are not favorably received by users, the uniqueness of our brands could be diminished
+Added: and accordingly the attractiveness of our websites to professionals and customers could be reduced.
We may also find it necessary to increase substantially our financial commitment to creating and maintaining a distinct brand loyalty among users.
7 unchanged sentences
Any of our customers may decide not to continue to use our services in favor of alternate services, lack of need, or because of budgetary constraints or other reasons.
−Removed: We cannot assure you that we will be successful in continuing to attract new customers or retaining existing customers or that our future sales efforts in general will be effective.
+Added: We cannot guarantee that we will be successful in continuing to attract new customers or retaining existing customers or that our future sales efforts in general will be effective.
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.
28 unchanged sentences
• difficulties integrating the personnel and cultures of the acquired companies into our operations;
−Removed: • in the case of foreign acquisitions, uncertainty regarding foreign laws and regulations and difficulty integrating operations and systems as a result of cultural, systems and operational differences;
• the impact of potential liabilities or unknown liabilities of the acquired businesses.
2 unchanged sentences
Such financing might not be available to us on acceptable terms or at all.
−Removed: 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.
−Removed: Misappropriation or misuse of our intellectual property could harm our reputation, affect our competitive position and cost us money.
−Removed: 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.
−Removed: and foreign laws to protect them.
+Added: Market disruption and volatility, and poor economic conditions in the capital markets and global economy could adversely impact our ability to obtain additional financing on favorable terms or at all.
+Added: Misappropriation or misuse of our intellectual property could harm our reputation, affect our competitive position and lower our revenue.
+Added: Our success and ability to compete are dependent in part on the strength of our intellectual property rights, the content included on our websites, the goodwill associated with our patent, trademarks, trade names and service marks, and on our ability to use U.S.
+Added: and foreign laws (if necessary) to protect them.
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.
−Removed: 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.
+Added: We also own a number of registered or applied-for trademarks and service marks that we use in connection with our business, including both plain text and stylized DICE and CLEARANCEJOBS.COM as well as stylized DHI, and the stylized "D" utilized on Dice social media.
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.
6 unchanged sentences
In addition, the laws of foreign countries do not necessarily protect intellectual property rights to the same extent as the laws of the United States.
−Removed: We have licensed in the past (on a royalty free basis), and expect to license in the future, various elements of our distinctive trademarks, service marks, trade dress, content and similar proprietary rights to third parties.
−Removed: We enter into strategic marketing arrangements with certain third-party web site operators pursuant to which we license our trademarks, service marks and content to such third parties in order to promote our brands and services and to generate leads to our websites.
+Added: We have licensed in the past (on a royalty free basis), and may license in the future, various elements of our distinctive trademarks, service marks, trade dress, content and similar proprietary rights to third parties.
+Added: We may enter into strategic marketing arrangements with certain third parties pursuant to which we license our trademarks, service marks and content to such third parties in order to promote our brands and services and to generate leads for our businesses.
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.
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.
−Removed: Our reliance upon user-generated content requires that we develop and maintain tools and services designed to facilitate:
−Removed: creation of user-generated content, participation in discussion surrounding such user-generated content, evaluation of user-generated content, and distribution of user-generated content.
+Added: Our reliance upon user-generated content requires that we develop and maintain tools and services designed to facilitate creation of user-generated content, participation in discussion surrounding such user-generated content, evaluation of user-generated content, and distribution of user-generated content.
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.
−Removed: 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.
+Added: Even if we succeed in
+Added: 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.
15 unchanged sentences
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.
−Removed: We recognize revenue from sales of our recruiting contracts over the terms of the agreements, which, on average, is approximately 12 months, meaning a significant portion of the revenue we report in each quarter is generated from agreements entered into during previous quarters.
+Added: We primarily recognize revenue from sales of our recruiting contracts over the terms of the agreements, which, on average, is approximately 12 months, meaning a significant portion of the revenue we report in each quarter is generated from agreements entered into during previous quarters.
Consequently, a decline in new or renewed agreements in any one quarter may not significantly impact our revenue in that quarter but may, instead, negatively affect our revenue in future quarters.
11 unchanged sentences
In addition, the inability to borrow could hinder growth if we need funds to complete an acquisition.
−Removed: Our indebtedness could limit our ability to:
+Added: Our indebtedness could limit
+Added: our ability to:
obtain necessary additional financing for working capital, capital expenditures or other purposes in the future;
27 unchanged sentences
Issues in the development and use of artificial intelligence ("AI") may result in reputational harm or liability .
−Removed: We are incorporating AI into some of our offerings.
+Added: We continue to incorporate AI into our offerings when appropriate and beneficial.
This AI may be developed by the Company or others.
8 unchanged sentences
Some AI scenarios present ethical issues or may have broad impacts on society.
−Removed: 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.
+Added: If we enable or offer AI solutions that have unintended consequences or are controversial
+Added: because of their impact on human rights, privacy, employment, or other social, economic, or political issues, we may experience brand or reputational harm.
+Added: For example, perceived or actual technical, legal, compliance, privacy, security, ethical or other issues relating to the use of AI may cause public confidence in AI to be undermined, which could slow our customers’ adoption of our products and services that use AI.
+Added: In addition, litigation or government regulation related to the use of AI may also adversely impact our and others’ abilities to develop and offer products that use AI, as well as increase the cost and complexity of doing so.
+Added: Developing, testing and deploying third-party AI systems may also increase the cost profile of our product offerings due to the nature of the computing costs involved in such systems, which could impact our project margin and adversely affect our business and operating results.
+Added: Our business may be disrupted if any of the third-party AI services we use become unavailable due to extended outages or interruptions or because they are no longer available on commercially reasonable terms or prices.
+Added: Further, market demand and acceptance of AI technologies are uncertain, and we may be unsuccessful in our product development efforts.
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.
4 unchanged sentences
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.
−Removed: This would negatively impact our ability to attract customers, enterprises and professional organizations and increase engagement on our websites.
+Added: This would negatively impact our ability to attract customers, enterprises and professional organizations and may decrease engagement on our websites.
We expect to continue to make significant investments to maintain and improve website performance and to enable rapid releases of new features and products.
2 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
+Added: We derive almost all of our revenues from the purchase of recruitment products, packages, services and employment advertising offered on our Dice and ClearanceJobs websites.
+Added: As a result, our operations depend on our ability to maintain and protect our website services, most of which are housed within AWS.
System failures, including network, software or hardware failures, which cause interruption or an increase in response time of our services, could substantially decrease usage of our services and could reduce the attractiveness of our services to both our customers and professionals.
16 unchanged sentences
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.
−Removed: “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
−Removed: 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.
+Added: “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.
Despite our implementation of numerous security measures;
−Removed: including access controls, network security, information security risk management processes, software development security, cryptography, operational security, business continuity and disaster recovery, and physical security, our websites, servers, our databases and other systems as well as those of our customers may be vulnerable to computer hackers, physical or electronic break-ins, sabotage, computer viruses, worms, phishing attacks and similar disruptions from unauthorized tampering with our computer systems.
+Added: including access controls, network security, information security risk management processes, software development security, cryptography, operational security, business continuity and disaster recovery, and physical security, our websites, servers, databases and other systems as well as those of our customers may be vulnerable to computer hackers, physical or electronic break-ins, sabotage, computer viruses, worms, phishing attacks and similar disruptions from unauthorized tampering with our computer systems.
Our 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.
9 unchanged sentences
Our general business interruption insurance policies have limitations with respect to covering interruptions caused by computer viruses or hackers.
−Removed: We have not added specific insurance coverage to protect against these risks.
+Added: While we have insurance we have not added specific insurance coverage to protect against these risks.
Our activities and the activities of third party contractors involve the storage, use and transmission of proprietary and personal information, including personal information collected from professionals who use our websites.
2 unchanged sentences
Any security breaches or our inability to provide users with continuous access to our networks could materially impact our ability to provide our services as well as materially impact the confidence of our customers in our services, either of which could have a material adverse effect on our business.
+Added: The SEC has adopted new rules that require us to provide greater disclosures around cybersecurity risk management, strategy and governance, as well as disclose the occurrence of material cybersecurity incidents.
+Added: We cannot predict or estimate the amount of additional costs we will incur in order to comply with these rules or the timing of such costs.
+Added: These rules and regulations may also require us to report a cybersecurity incident before we have been able to fully assess its impact or remediate the underlying issue.
+Added: Efforts to comply with such reporting requirements could divert management’s attention from our incident response and could potentially reveal system vulnerabilities to threat actors.
+Added: Failure to timely report incidents under these or other similar rules could also result in monetary fines, sanctions, or subject us to other forms of liability.
+Added: regulatory environment is increasingly challenging and may present material obligations and risks to our business, including significantly expanded compliance burdens, costs and enforcement risks.
If our users or customers do not find our candidate profiles useful, it could adversely impact demand for our products and services and the growth of our business.
7 unchanged sentences
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.
−Removed: These modifications may be prompted by search engine companies entering
−Removed: the online professional networking market or aligning with competitors.
+Added: 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.
12 unchanged sentences
Our Dice and ClearanceJobs website applications utilize cloud computing technology.
−Removed: It is hosted pursuant to service agreements on technology platforms by third-party service providers, primarily through Amazon Web Services.
+Added: It is hosted pursuant to service agreements on technology platforms by third-party service providers, primarily through AWS.
We do not control the operation of these providers or their facilities, and the facilities are vulnerable to damage, interruption or misconduct.
3 unchanged sentences
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.
−Removed: 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.
+Added: While we believe our application and network architecture and use of multiple availability
+Added: zones and regions within AWS reduce our risk, our business would be harmed if our customers and potential customers believe our services are unreliable.
Regulatory Risks
7 unchanged sentences
As a result, we may be forced to change our current practices relating to the collection, storage and use of user information.
−Removed: 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.
+Added: Our failure or our perceived failure to comply with laws and regulations could also lead to adverse publicity and a loss of consumer confidence if it were known or perceived that we did not take adequate measures to assure the confidentiality of the personally identifiable information that our users had given to us.
This could result in a loss of customers and revenue and materially adversely impact the success of our business.
−Removed: Concern among prospective customers and professionals regarding our use of personal information collected on our websites, such as credit card numbers, email
−Removed: addresses, phone numbers and other personal information, could keep prospective customers from using our career services websites.
+Added: 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.
3 unchanged sentences
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.
−Removed: 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.
+Added: For example, California adopted the CCPA, which became effective on January 1, 2020 and was recently replaced and expanded upon by the CPRA, which was enacted on November 3, 2020 and went into effect on January 1, 2023.
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.
−Removed: 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.
+Added: The CPRA expanded on these protections by introducing new limitations on the sale or sharing of consumers' personal information and the creation of a new state agency to enforce the regulations.
+Added: In addition, numerous state legislatures have passed, or are contemplating passing, legislation similar in nature to the CPRA.
+Added: To the extent these laws differ from existing laws, our compliance efforts will be further complicated.
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.
18 unchanged sentences
Furthermore, favorable laws may change.
−Removed: Given uncertainty around these rules, including changing interpretations, amendments or repeal, coupled with potentially significant political and
−Removed: 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.
+Added: 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.
1 unchanged sentence
Any such developments (or developments stemming from enactment or modification of other laws) may significantly harm our business, operating results and financial condition.
+Added: Risks Related to Ownership of Our Securities
+Added: If we do not meet the continued listing requirements of the NYSE our common stock may be delisted.
+Added: Our common stock is listed on the NYSE.
+Added: 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.
+Added: While we are currently in compliance with the NYSE continued listing requirements, we cannot assure you that we will remain in compliance.
+Added: 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;
+Added: otherwise our common stock will be delisted from the NYSE.
+Added: 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.
+Added: A delisting would also reduce the value of our equity compensation plans, which could negatively impact our ability to retain key employees.
+Added: Our stock price has been volatile in the past and may be subject to volatility in the future.
+Added: 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.
+Added: 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.
+Added: 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
+Added: impact our stock price.
+Added: 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.
+Added: These fluctuations have, in some cases, been unrelated or disproportionate to the operating performance of these companies.
+Added: 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.
+Added: 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.
+Added: Failure to maintain effective internal control over financial reporting could have a material adverse effect on our business, operating results and stock price.
+Added: 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.
+Added: If we are unable to maintain adequate internal controls, our business and operating results could be harmed.
+Added: 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.
+Added: We may be unable to remedy deficiencies before the requisite deadlines for those reports.
+Added: Any failure to remediate deficiencies identified by management or our independent registered public accounting firm or to implement required new or improved controls or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements.
+Added: 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.
+Added: The estimates and assumptions on which our financial projections are based may prove to be inaccurate, which may cause our actual results to materially differ from such projections, which may adversely affect our future profitability, cash flows and stock price.
+Added: Our financial projections, including any sales or earnings guidance or outlook we may provide from time to time, are dependent on certain estimates and assumptions related to, among other things, the demand for technology professionals, development and launch of innovative new products, market share projections, product pricing, sales, cost savings, accruals for estimated liabilities, and our ability to generate sufficient cash flow to reinvest in our existing business, fund internal growth, repurchase our stock, make acquisitions, invest in joint ventures, and meet debt obligations.
+Added: Our financial projections are based on historical experience and on various other estimates and assumptions that we believe to be reasonable under the circumstances and at the time they are made, and our actual results may differ materially from our financial projections.
+Added: Any material variation between our financial projections and our actual results may adversely affect our future profitability, cash flows and stock price.
+Added: We expect our operating results to fluctuate on a quarterly and annual basis.
+Added: 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.
+Added: Any of these events could cause the market price of our common stock to fluctuate.
+Added: Factors that may contribute to the variability of our operating results include:
+Added: • the size and seasonal variability of our customers’ recruiting and marketing budgets;
+Added: • the emergence of new competitors in our market whether by established companies or the entrance of new companies;
+Added: • the cost of investing in our technology infrastructure may be greater than we anticipate;
+Added: • our ability to increase our customer base and customer and professional engagement;
+Added: • disruptions or outages in the availability of our websites, actual or perceived breaches of privacy and compromises of our customers’ or professionals’ data;
+Added: • changes in our pricing policies or those of our competitors;
+Added: • 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;
+Added: • costs associated with data security which is becoming increasingly complex;
+Added: • the timing and costs of expanding our organization and delays or inability in achieving expected productivity;
+Added: • the timing of certain expenditures, including hiring of employees and capital expenditures;
+Added: • 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;
+Added: • the extent to which existing customers renew their agreements with us and the timing and terms of those renewals;
+Added: • general industry and macroeconomic conditions.
+Added: 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.
+Added: We have been the subject of activity by activist shareholders in the past and shareholder activism generally is increasing.
+Added: 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.
+Added: 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.
General Risk Factors
−Removed: We may from time to time consider strategic alternatives that may enhance stockholder value, which may result in the use of a significant amount of our management resources or significant costs, and we may not be able to fully realize the potential benefits of any such transaction.
−Removed: We may consider from time to time strategic alternatives to ensure the Company’s ownership structure optimizes the Company’s ability to achieve growth initiatives through its strategic plan and to maximize stockholder value.
−Removed: The consideration of strategic alternatives could result in, among other things, a sale, merger, consolidation or business combination, asset divestiture, partnering or other collaboration agreements, or potential acquisitions or recapitalizations, in one or more transactions, or continuing to operate with our current business plan and strategy.
−Removed: There can be no assurance that any review of strategic alternatives will result in the identification or consummation of any transaction.
−Removed: Although there would be uncertainty that considering any possible transaction would result in definitive agreements or the completion of such transaction, we may devote a significant amount of our management resources to analyzing and pursuing such a transaction, which could negatively impact our operations.
−Removed: In addition, we may incur significant costs in connection with seeking such transactions or other strategic alternatives regardless of whether the transaction is completed.
−Removed: In the event that we consummate a strategic alternative in the future, we cannot be certain that we would fully realize the potential benefit of such a transaction and cannot predict the impact that such strategic transaction might have on our operations or stock price.
−Removed: We do not undertake to provide updates or make further comments regarding the evaluation of strategic alternatives, unless otherwise required by law.
If we fail to attract or retain key executives and personnel, there could be a material adverse effect on our business.
12 unchanged sentences
Increases in the unemployment rate, specifically in the technology industry, cyclicality or an extended downturn in the economy could cause our revenues to decline.
−Removed: For example, during the recession in 2001, employers reduced or postponed their recruiting efforts, including their recruitment of professionals in the technology industry.
−Removed: The 2001 economic recession, coupled with the substantial indebtedness incurred by our predecessor, Dice Inc., resulted in Dice Inc.
−Removed: filing for Chapter 11 protection in 2003.
+Added: For example, in 2023, employers reduced or postponed their recruiting efforts, including their recruitment of professionals in the technology industry.
As of December 2023, the seasonally unadjusted U.S.
1 unchanged sentence
The increase in unemployment and decrease in recruitment activity experienced during 2008 and 2009 resulted in decreased demand for our services.
−Removed: During 2009, we
−Removed: experienced a 29% decline in revenues compared to 2008.
−Removed: If an economic environment similar to those experienced during 2008 and 2009 returns, our ability to generate revenue may be adversely affected.
+Added: During 2009, we experienced a 29% decline in revenues compared to 2008.
+Added: If an economic environment similar to those experienced during 2008 and 2009 returns, or if the environment we experienced in 2023 continues, our ability to generate revenue may be adversely affected.
In addition, the general level of economic activity in the regions and industries in which we operate significantly affects demand for our services.
28 unchanged sentences
We also rely on laws, including those regarding copyrights and trademarks to protect our intellectual property rights.
−Removed: Current laws, or the enforceability of such laws,
−Removed: specifically in foreign jurisdictions, may not adequately protect our intellectual property or our databases and the data contained in them.
+Added: 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.
3 unchanged sentences
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.
−Removed: 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..
+Added: or abroad, and the consequences and effects thereof, have in the past and could in the future harm or disrupt our operations or the operations of our customers, or result in economic instability that may negatively impact our operating results and financial condition.
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.
−Removed: 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.
+Added: 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
+Added: 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.
−Removed: We incur increased costs and will continue to incur these costs as a result of being a public company.
−Removed: As a public company, we have incurred and will continue to incur significant levels of legal, accounting and other expenses.
−Removed: 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.
−Removed: Compliance with these public company requirements involves significant costs, the commitment of significant management resources, and is time consuming.
−Removed: We are required to expend considerable time and resources complying with public company regulations.
−Removed: COVID-19 could continue to have an adverse impact on our business.
−Removed: The spread of the COVID-19 pandemic caused an economic downturn on a global scale, as well as significant volatility in the financial markets.
+Added: The landscape related to ESG regulation, compliance, and reporting is constantly evolving, including expanding in scope and complexity.
+Added: For example, the SEC has proposed rule changes that would require significantly increased disclosures related to climate change.
+Added: We may experience significant future increases in the costs associated with regulatory compliance for ESG matters, including fees, licenses, and reporting to meet environmental regulatory requirements, as well as to address other regulations, standards, frameworks, and ratings from various governmental entities and other stakeholders or activist campaigns.
+Added: Public health issues may arise and have an adverse impact on our business.
+Added: Global public health issues may arise and cause economic slowdowns that negatively impact our business.
+Added: For example, starting in 2019 and continuing through 2020, 2021, and 2022, 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.
−Removed: 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.
−Removed: However, the situation is uncertain.
−Removed: The Company cannot at this time predict the ultimate impact that the COVID-19 pandemic will have on its financial condition and operations.
−Removed: 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.
−Removed: 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.
−Removed: The impact of the COVID-19 pandemic continues to unfold.
−Removed: 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.
−Removed: 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.
−Removed: While we expect the pandemic could negatively impact our financial performance in the future, due to the inherent uncertainty of the
−Removed: unprecedented and evolving situation, we may not be able to predict the likely impact of the COVID-19 pandemic on our future operations.
−Removed: Risks Related to Ownership of Our Securities
−Removed: If we do not meet the continued listing requirements of the NYSE our common stock may be delisted.
−Removed: Our common stock is listed on the NYSE.
−Removed: 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.
−Removed: While we are currently in compliance with the NYSE continued listing requirements, we cannot assure you that we will remain in compliance.
−Removed: 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;
−Removed: otherwise our common stock will be delisted from the NYSE.
−Removed: 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.
−Removed: A delisting would also reduce the value of our equity compensation plans, which could negatively impact our ability to retain key employees.
−Removed: Our stock price has been volatile in the past and may be subject to volatility in the future.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: These fluctuations have, in some cases, been unrelated or disproportionate to the operating performance of these companies.
−Removed: 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.
−Removed: 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.
−Removed: Failure to maintain effective internal control over financial reporting could have a material adverse effect on our business, operating results and stock price.
−Removed: 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.
−Removed: If we are unable to maintain adequate internal controls, our business and operating results could be harmed.
−Removed: 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.
−Removed: We may be unable to remedy deficiencies before the requisite deadlines for those reports.
−Removed: 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.
−Removed: 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.
−Removed: The estimates and assumptions on which our financial projections are based may prove to be inaccurate, which may cause our actual results to materially differ from such projections, which may adversely affect our future profitability, cash flows and stock price.
−Removed: Our financial projections, including any sales or earnings guidance or outlook we may provide from time to time, are dependent on certain estimates and assumptions related to, among other things, the demand for technology professionals, development and launch of innovative new products, market share projections, product pricing, sales, cost savings, accruals for estimated liabilities, and our ability to generate sufficient cash flow to reinvest in our existing business, fund internal growth, repurchase our stock, make acquisitions, invest in joint ventures, and meet debt obligations.
−Removed: Our financial projections are based on historical experience and on various other estimates and assumptions that we believe to be reasonable under the circumstances
−Removed: and at the time they are made, and our actual results may differ materially from our financial projections, especially in light of the increased difficulty in making such estimates and assumptions as a result of the current macroeconomic environment.
−Removed: Any material variation between our financial projections and our actual results may adversely affect our future profitability, cash flows and stock price.
−Removed: We expect our operating results to fluctuate on a quarterly and annual basis.
−Removed: 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.
−Removed: Any of these events could cause the market price of our common stock to fluctuate.
−Removed: Factors that may contribute to the variability of our operating results include:
−Removed: • the size and seasonal variability of our customers’ recruiting and marketing budgets;
−Removed: • the emergence of new competitors in our market whether by established companies or the entrance of new companies;
−Removed: • the cost of investing in our technology infrastructure may be greater than we anticipate;
−Removed: • our ability to increase our customer base and customer and professional engagement;
−Removed: • disruptions or outages in the availability of our websites, actual or perceived breaches of privacy and compromises of our customers’ or professionals’ data;
−Removed: • changes in our pricing policies or those of our competitors;
−Removed: • 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;
−Removed: • costs associated with data security which is becoming increasingly complex;
−Removed: • the timing and costs of expanding our organization and delays or inability in achieving expected productivity;
−Removed: • the timing of certain expenditures, including hiring of employees and capital expenditures;
−Removed: • 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;
−Removed: • the extent to which existing customers renew their agreements with us and the timing and terms of those renewals;
−Removed: • general industry and macroeconomic conditions.
−Removed: 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.
−Removed: We have been the subject of activity by activist shareholders in the past and shareholder activism generally is increasing.
−Removed: 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.
−Removed: 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.
−Removed: Unresolved Staff Comments
+Added: Also as a result of the COVID-19 pandemic, and in an effort to protect the health and safety of our employees, we took action to adopt certain policies at our office locations, including, at times, working from home, closing of our office locations where necessary, and suspending employee travel.
+Added: If a similar public health issue arose (or if there is a resurgence of COVID-19), it could negatively impact our financial performance, our business and operations, results of operations, financial condition, cash flows, liquidity and capital and financial resources.
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.