What changed in this filing

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Item 1A. Risk Factors

2025-02-12 compared with 2024-02-08 · 53 added, 43 removed, 420 unchanged (19% of the section changed)

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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 2023 several large technology companies underwent planned layoffs.

For example, in 2024 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.

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

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

We have significant intangible assets and goodwill.

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DHI has experienced impairment charges in the past.

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

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

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

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

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.

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 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.

Social and professional networking sites, such as LinkedIn, Facebook, X 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 Symphony Talent, and emerging competitors with new business models and products that customers are more willing to trial during periods when talent is scarce.

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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 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, ClearanceJobs and Dice, 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.

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.

We may also find it necessary to increase substantially our financial commitment to creating and maintaining a distinct brand loyalty among users.

If we cannot provide high quality career services, fail to protect, promote and maintain our brands or incur excessive expenses in an attempt to improve our career services or promote or maintain our brands, our business, results of operations, financial condition and liquidity could be materially adversely affected.

If we cannot provide high quality career services, fail to protect, promote and maintain our brands or incur excessive expenses

in an attempt to improve our career services or promote or maintain our brands, our business, results of operations, financial condition and liquidity could be materially adversely affected.

Our business is largely based on customers who purchase recruitment packages.

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

Dice recruitment package customers at December 31, 2023, 2022, and 2021 were 5,492, 6,311, and 6,004, respectively, while ClearanceJobs recruitment package customers at December 31, 2023, 2022, and 2021 were 2,055, 2,064, and 1,878, respectively.

ClearanceJobs recruitment package customers at December 31, 2024, 2023, and 2022 were 1,949, 2,055, and 2,064, respectively, while, Dice recruitment package customers at December 31, 2024, 2023, and 2022 were 4,711, 5,492, and 6,311, 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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• dependence on unfamiliar employees, affiliates and partners;

• the amortization of acquired companies’ intangible assets;

• the amortization of acquired companies’ intangible asset;

• insufficient revenues to offset increased expenses associated with the acquisition;

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

We also own a number of registered or applied-for trademarks and service marks that we use in connection with our business, including both plain text and stylized DICE and CLEARANCEJOBS.COM as well as stylized DHI, and the stylized "D" utilized on Dice social media.

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 CLEARANCEJOBS.COM and DICE as well as stylized DHI, the stylized "D" utilized on Dice social media and both plain and colorized ClearanceJobs logs.

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

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If our development efforts fail to facilitate such activities on our web properties, the level of user engagement and interaction will not increase and may decline.

Even if we succeed in

facilitating such activities on our sites, there can be no assurance that such improvements will be deployed in a timely or cost-effective manner.

Even if we succeed in facilitating such activities on our sites, there can be no assurance that such improvements will be deployed in a timely or cost-

effective manner.

If we fail to increase user engagement and interaction on our web properties, we will not attract and retain a loyal user base or the advertisers who desire to reach them, which will adversely affect our business and our ability to maintain or grow our revenue.

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In addition, the inability to borrow could hinder growth if we need funds to complete an acquisition.

Our indebtedness could limit

our ability to:

Our indebtedness could limit our ability to:

obtain necessary additional financing for working capital, capital expenditures or other purposes in the future;

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

We continue to incorporate AI into our offerings when appropriate and beneficial.

This AI may be developed by the Company or others.

We continue to incorporate AI into our offerings when appropriate and beneficial and have a company AI usage policy that details when and how AI can be utilized within our business operations.

We maintain a policy governing AI usage that focuses on the balance between data and infrastructure security and protection and utilization of AI to enhance business objectives.

We expect these elements of our business to grow.

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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.

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.

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.

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.

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.

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 profit margin and adversely affect our business and operating results.

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.

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If we fail to manage our technical operations infrastructure, our existing customers may experience services outages, and our new customers may experience delays in the deployment of our solution.

We derive almost all of our revenues from the purchase of recruitment products, packages, services and employment advertising offered on our Dice and ClearanceJobs websites.

We derive almost all of our revenues from the purchase of recruitment products, packages, services and employment advertising offered on our ClearanceJobs and Dice websites.

As a result, our operations depend on our ability to maintain and protect our website services, most of which are housed within AWS.

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

Our Dice and ClearanceJobs website applications utilize cloud computing technology.

Our ClearanceJobs and Dice website applications utilize cloud computing technology.

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

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Regulatory Risks

We may be liable with respect to the collection, storage, and use of the personal and professional information of the professionals who use our websites and our current practices may not be in compliance with proposed new laws and regulations.

We may be liable with respect to the collection, storage, and use of the personal and professional information of the professionals who use our websites and mobile apps and our current practices may not be in compliance with proposed new laws and regulations.

Our business depends on our ability to collect, store, use, and disclose personal and professional data from the professionals who use our websites.

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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 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.

For example, California adopted the CCPA, which became effective on January 1, 2020 and was 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.

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• general industry and macroeconomic conditions.

We have adopted a Section 382 rights plan, which may discourage a corporate takeover.

On January 28, 2025, our Board of Directors adopted the Section 382 rights plan and declared a dividend distribution of one right for each outstanding share of our common stock to stockholders of record at the close of business on February 7, 2025.

Each right entitles its holder, under certain circumstances, to purchase from us one one-thousandth of a share of our Series 1 Participating Preferred Stock at an exercise price of $17.00 per right, subject to adjustment.

The Board adopted the Section 382 rights plan in an effort to protect stockholder value by attempting to safeguard our ability to use certain tax attributes, including our capital loss carryforwards.

We may utilize these tax attributes in certain circumstances to offset future taxable income and reduce our income tax liability.

Because the Section 382 rights plan could make it more expensive for a person to acquire a controlling interest in us, it could have the effect of delaying or preventing a change in control even if a change in control was in our stockholders’ interest.

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.

Since their adoption by the Company in 2008 and 2016 respectively, our amended and restated certificate of incorporation and our second amended and restated bylaws contain provisions that could delay or prevent a change in control of our company.

These provisions also could make it difficult for stockholders to elect directors who are not nominated by current members of our board of directors or to take other corporate actions, including effecting changes in our management.

These provisions:

• establish a classified board of directors so that not all members of our board are elected at one time;

• permit only our board of directors to establish the number of directors and fill vacancies on our board;

• require super-majority voting to amend some provisions in our amended and restated certificate of incorporation and second amended and restated bylaws;

• eliminate the ability of our stockholders to call special meetings of stockholders;

• prohibit cumulative voting;

• establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

In addition, Section 203 of the Delaware General Corporation Law (DGCL) may discourage, delay or prevent a change in control of our company.

Section 203 imposes certain restrictions on mergers, business combinations and other transactions between us and holders of 15% or more of our common stock.

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.

Our shareholders may from time-to-time seek to acquire a controlling stake in the Company, engage in proxy solicitations, advance shareholder proposals or otherwise attempt to effect changes.

Campaigns by shareholders to effect changes at publicly-traded companies are sometimes led by investors seeking to increase short-term shareholder value through actions such as financial restructuring, increased debt, special dividends, stock repurchases or sales of assets or the entire company.

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.

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Our performance is substantially dependent on the performance of senior management and key technical personnel.

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

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

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

technical personnel.

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

In addition, we have not purchased key person life insurance on any members of our senior management.

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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, 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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From time to time we receive notices alleging potential infringement of intellectual property or other proprietary rights of third parties or non-compliance with applicable laws.

In seeking to protect our marks, copyrights, domain names and other intellectual property rights, or in defending ourselves against claims of infringement or non-compliance that may or may not be without merit, we could face costly litigation and the diversion of our management’s attention and resources.

seeking to protect our marks, copyrights, domain names and other intellectual property rights, or in defending ourselves against claims of infringement or non-compliance that may or may not be without merit, we could face costly litigation and the diversion of our management’s attention and resources.

Claims against us could result in the need to develop alternative trademarks, content, technology or other intellectual property or enter into costly royalty or licensing agreements, or substantially modify or cease to offer one or more of our services, which could have a material adverse effect on our business, results of operations, financial condition and liquidity.

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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.

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 the future viability or value of any of our proprietary rights.

Others may develop technologies similar or superior to our technology.

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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.

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

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.

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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.

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.

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The landscape related to ESG regulation, compliance, and reporting is constantly evolving, including expanding in scope and complexity.

For example, the SEC has proposed rule changes that would require significantly increased disclosures related to climate change.

For example, the SEC has proposed rule changes that would require significantly increased disclosures related to climate change but those rules have been stayed pending judicial review and there is uncertainty regarding any outcome.

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.

Public health issues may arise and have an adverse impact on our business.

Global public health issues may arise and cause economic slowdowns that negatively impact our business.

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.

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.

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.

What changed 10-K

Item 1A. Risk Factors