DHI GROUP, INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-K)

The following discussion should be read in conjunction with our consolidated
financial statements and the related notes included elsewhere in this Annual
Report. Certain statements we make under this Item 7 constitute "Forward-Looking
Statements" under the Private Securities Litigation Reform Act of 1995. See also
"Note Concerning Forward-Looking Statements."

You should keep in mind that any forward-looking statement made by us herein, or
elsewhere, speaks only as of the date on which it is made. New risks and
uncertainties come up from time to time, and it is impossible to predict these
events or how they may affect us. We have no obligation to update any
forward-looking statements after the date hereof, except as required by federal
securities law.

Overview

We are a provider of online software products, tools and services that provide career marketplaces to candidates and employers in United States. DHI’s brands, Dice and ClearanceJobs, enable recruiters and hiring managers to efficiently source, associate and connect with highly skilled technologists in specialized fields, especially technology and government security clearance active. Professionals find ideal job opportunities, relevant job advice, and personalized data that helps manage the lives of their technologists.

In online recruitment, we specialize in employment categories in which there has
been a long-term scarcity of highly skilled, highly qualified professionals
relative to market demand, specifically technologists who work in a variety of
industries or have active government security clearances. Our websites serve as
online two-sided marketplaces where employers and recruiters source and connect
with prospective employees, and where technologists find relevant job
opportunities, data and information to further their careers. Our websites offer
job postings, news and content, career development and recruiting services
tailored to the specific needs of the professional community that each website
serves.

Majority ownership and control of DHI's eFinancialCareers ("eFC") business,
which provides career websites to the financial services industry and has
operations in the United Kingdom, Continental Europe, Asia, the Middle East and
North America, was transferred to eFC management on June 30, 2021. The Company
retained a 40% common share interest. As a result, all ongoing DHI operations,
which include the Dice and ClearanceJobs brands, are in the United States
subsequent to June 30, 2021.

We have been in the recruiting and career development business for over 30
years. Based on our operating structure, we have identified one reportable
segment, Tech-focused, which includes the Dice and ClearanceJobs businesses and
corporate related costs. The Dice and ClearanceJobs businesses and corporate
related costs are aggregated into the Tech-focused reportable segment primarily
because the Company does not have discrete financial information for those
brands or costs. As a result of the eFC separation, the eFC business was
deconsolidated from the Company's consolidated financial statements as of June
30, 2021 and is reflected as a discontinued operation.

Our income and expenses

We derive the majority of our revenues from customers who pay fees, either
annually, quarterly or monthly, to post jobs on our websites and to access our
searchable databases of resumes. Our fees vary by customer based on the number
of individual users of our databases of resumes, the number and type of job
postings and profile views purchased and the terms of the packages purchased.
Our Company sells recruitment packages that can include access to our databases
of resumes and job posting capabilities. We believe the key metrics that are
material to an analysis of our businesses are our total number of Dice and
ClearanceJobs recruitment package customers and the revenue, on average, that
these customers generate. The tables below detail this customer data.

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Recruitment Package customers

Percent

Recruitment Package Customers:                 December 31, 2021                    December 31, 2020                 Increase (Decrease)             Change
Dice                                                 6,004                                5,150                               854                      17%
ClearanceJobs                                        1,878                                1,718                               160                       9%



                                   Average Monthly Revenue per Recruitment Package Customer (1)
                                                                                                                                       Percent
                                                        FY 2021               FY 2020                   Increase (Decrease)             Change
Dice                                                    $1,137                $1,132                            $5                        -%
ClearanceJobs                                           $1,419                $1,346                            $73                       5%

(1) Calculated by dividing recruiting package customer revenue by the average daily number of recruiting package customers during each month, adjusted to reflect a thirty-day month. The simple average of each month is used to derive the amount for each period.



Dice had 6,004 recruitment package customers as of December 31, 2021, which was
an increase of 854, or 17%, year over year and average revenue per recruitment
package customer for Dice increased for the year ended December 31, 2021. The
increases were driven by strong renewal rates and new business activity.
ClearanceJobs had 1,878 recruitment package customers as of December 31, 2021
compared to 1,718 as of December 31, 2020, an increase of 9%, and average
revenue per recruitment package customer increased. The increases for
ClearanceJobs were due to continued high demand for professionals with
government clearance and consistent product releases and enhancements driving
activity on the site.

Deferred revenue, as shown on the consolidated balance sheets, reflects customer
billings made in advance of services being rendered. Backlog consists of
deferred revenue plus customer contractual commitments not invoiced representing
the value of future services to be rendered under committed contracts. We
believe backlog to be an important measure of our business as it represents our
ability to generate future revenue. A summary of our deferred revenue and
backlog is as follows:
Summary of Deferred Revenue and
Backlog:                                   December 31, 2021           

December 31, 2020 Decrease percentage change

                                                                    (in thousands, except percentages)
Deferred Revenue                         $           46,146          $           36,582          $  9,564                    26  %
Contractual commitments not
invoiced                                             46,497                      27,849            18,648                    67  %
Backlog1                                 $           92,643          $           64,431          $ 28,212                    44  %

(1) The backlog consists of deferred revenue plus unbilled customer contractual commitments representing the value of future services to be rendered under confirmed contracts.



Backlog at December 31, 2021 increased $28.2 million from December 31, 2020 due
to the strong technology recruitment market driving bookings growth for both
Dice and ClearanceJobs, investments in product, sales and marketing and a focus
on signing multi-year contracts.

To a lesser extent, we also generate revenue from advertising on our various
websites or from lead generation and marketing solutions provided to our
customers. Advertisements include various forms of rich media and banner
advertising, text links, sponsorships, and custom content marketing solutions.
Lead generation information utilizes advertising and other methods to deliver
leads to a customer.

The Company continues to evolve and develop new software products and features
to attract and engage qualified professionals and match them with employers. Our
ability to grow our revenues will largely depend on our ability to grow our
customer bases in the markets in which we operate by acquiring new customers
while retaining a high proportion of the customers we currently serve, and to
expand the breadth of services our customers purchase from us. We continue to
make investments in our business and infrastructure to help us achieve our
long-term growth objectives, such as the innovative products in the table below.
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                                                      Product Releases
                               2021                                                         2020
         Dice Marketplace, Dice TalentSearch Social Data                

Job alerts based on Dice IntelliSearch, Dice

         Refresh, Brand.io, TalentSearch Personalization,             

Private Email, Dice Remote Jobs, Dice Recruiter

                      Unbiased Sourcing Mode                                

Profile, Dice Instant Messaging

ClearanceJobs Client Team Dashboard,

        ClearanceJobs Meetings, ClearanceJobs Video, Team             

ClearanceJobs Workflow, ClearanceJobs Favorites,

       Recruiting, Shared Talent Pipelines, Quality of Use            

ClearanceJobs Self-Service BrandAmp, ClearanceJobs

                           Improvements                                 

Search for candidates and distribution of job offers

                                                                                      Message upgrades



Other material factors that may affect our results of operations include our
ability to attract qualified professionals that become engaged with our websites
and our ability to attract customers with relevant job opportunities. The more
qualified professionals that use our websites, the more attractive our websites
become to employers and advertisers, which in turn makes them more likely to
become our customers, positively impacting our results of operations. If we are
unable to continue to attract qualified professionals to engage with our
websites, our customers may no longer find our services attractive, which could
have a negative impact on our results of operations. Additionally, we need to
ensure that our websites remain relevant in order to attract qualified
professionals to our websites and to engage them in high-value tasks, such as
posting resumes and applying to jobs.

The largest components of our expenses are personnel costs and marketing and
sales expenditures. Personnel costs consist of salaries, benefits, and incentive
compensation for our employees, including commissions for salespeople. Personnel
costs are categorized in our statement of operations based on each employee's
principal function. Marketing expenditures primarily consist of online
advertising, brand promotion and lead generation to employers and job seekers.

Critical accounting estimates

This discussion of our financial condition and results of operations is based
upon our consolidated financial statements, which have been prepared in
accordance with U.S. GAAP. The preparation of these financial statements
requires us to make estimates, judgments and assumptions that affect the
reported amount of assets, liabilities, revenues and expenses and related
disclosure of contingent assets and liabilities. We evaluate our estimates,
including our critical accounting estimates, on an ongoing basis. We based our
estimates of the carrying value of certain assets and liabilities on historical
experience and on various other assumptions that we believe are reasonable. In
many cases, we could reasonably have used different accounting policies and
estimates. In some cases, changes in the accounting estimates are reasonably
likely to occur from period to period. Our actual results may differ from these
estimates under different assumptions or conditions. We believe the following
critical accounting estimates affect our more significant judgments used in the
preparation of our consolidated financial statements.

Good will

We recognize goodwill when the purchase price paid for an acquisition exceeds the estimated fair value of the identified net tangible and intangible assets acquired.

We determine whether the carrying value of recorded goodwill is impaired on an
annual basis or more frequently if indicators of potential impairment exist. In
testing goodwill for impairment, a qualitative assessment can be performed and
if it is determined that the fair value of the reporting unit is more likely
than not less than the carrying amount, the impairment review process compares
the fair value of the reporting unit in which the goodwill resides to the
carrying value of that reporting unit. If the fair value of the reporting unit
is less than its carrying amount, an impairment charge is recorded for the
amount the carrying value exceeds the fair value. Our annual impairment test for
goodwill is performed on October 1 of each year.

The annual impairment test for the Tech-focused reporting unit performed as of
October 1, 2021 resulted in the fair value of the reporting unit being
substantially in excess of the carrying value with fair value exceeding the
carrying value by 100%. During the third quarter of 2020, the impacts of the
COVID-19 pandemic continued and the Company's projected earnings and cash flows
for the Tech-focused reporting unit declined as compared to the projections used
in the March 31, 2020 analysis. As a result, the Company performed an interim
impairment analysis as of September 30, 2020, which resulted in the Company
recording an impairment charge of $23.6 million during the three month period
ended September 30, 2020.

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Results for the Tech-focused reporting unit for the fourth quarter of 2021 and
estimated future results as of December 31, 2021 have exceeded the projections
used in the October 1, 2021 analysis. As a result, the Company believes it is
not more likely than not that the fair value of the reporting unit is less than
the carrying value as of December 31, 2021. Therefore, no quantitative
impairment test was performed as of December 31, 2021. No impairment was
recorded during the years ended December 31, 2021 and 2019.

The amount of goodwill as of December 31, 2021 allocated to the Tech-focused
reporting unit was $128.1 million. The discount rate applied for the
Tech-focused reporting unit in the October 1, 2021 analysis was 11.5%. An
increase to the discount rate applied or reductions to future projected
operating results could result in future impairment of the Tech-focused
reporting unit's goodwill. It is reasonably possible that changes in judgments,
assumptions and estimates the Company made in assessing the fair value of
goodwill could cause the Company to consider some portion or all of the goodwill
of the Tech-focused reporting unit to become impaired. In addition, a future
decline in the overall market conditions, uncertainty related to COVID-19,
political instability, and/or changes in the Company's market share could
negatively impact the estimated future cash flows and discount rates used to
determine the fair value of the reporting unit and could result in an impairment
charge in the foreseeable future.

The determination of whether or not goodwill has become impaired is judgmental
in nature and requires the use of estimates and key assumptions, particularly
assumed discount rates and projections of future operating results, such as
forecasted revenues and earnings before interest, taxes, depreciation and
amortization margins and capital expenditure requirements. Fair values are
determined by using a combination of a discounted cash flow methodology and a
market comparable method. The discounted cash flow methodology is based on
projections of the amounts and timing of future revenues and cash flows, assumed
discount rates and other assumptions as deemed appropriate. We consider factors
such as historical performance, anticipated market conditions, operating expense
trends and capital expenditure requirements. Additionally, the discounted cash
flows analysis takes into consideration cash expenditures for product
development, other technological updates and advancements to our websites and
investments to improve our candidate databases. The market comparable method
indicates the fair value of a business by comparing it to publicly traded
companies in similar lines of business or to comparable transactions or assets.
Considerations for factors such as size, growth, profitability, risk and return
on investment are analyzed and compared to the comparable businesses and
adjustments are made. A market value of invested capital of the publicly traded
companies is calculated and then applied to the entity's operating results to
arrive at an estimate of value. Changes in our strategy and/or market conditions
could significantly impact these judgments and require adjustments to recorded
amounts of goodwill.

Intangible assets acquired with an indefinite useful life

The indefinite-lived acquired intangible assets include the Dice trademarks and
brand name. The Dice trademark, trade name and domain name is one of the most
recognized names of online technology recruiting and career development. Since
Dice's inception in 1991, the brand has been recognized as a leader in
recruiting and career development services for technology and engineering
professionals. Currently, the brand is synonymous with the most specialized
online marketplace for industry-specific technologists. The brand has a
significant online and offline presence in online recruiting and career
development services. Considering the recognition and the awareness of the Dice
brand in the talent acquisition and staffing services market, Dice's long
operating history and the intended use of the Dice brand, the remaining useful
life of the Dice trademark, trade name and domain name was determined to be
indefinite.

We determine whether the carrying value of recorded indefinite-lived acquired
intangible asset is impaired on an annual basis or more frequently if indicators
of potential impairment exist. The impairment review process is performed on
October 1 of each year and compares the fair value of the indefinite-lived
acquired intangible asset to its carrying value. If the carrying value exceeds
the fair value, an impairment loss is recorded. The impairment test performed as
of October 1, 2021 resulted in the fair value of the Dice trademarks and brand
name exceeding the carrying value by 32%. During the first quarter of 2020,
because of the initial impacts of the COVID-19 pandemic and its potential impact
on future earnings and cash flows that are attributable to the Dice trademarks
and brand name, the Company performed an interim impairment analysis. As a
result of the analysis, the Company recorded an impairment charge of $7.2
million during the first quarter of 2020. During the third quarter of 2020, the
impacts of the COVID-19 pandemic continued and the Company's projected earnings
and cash flows that are attributable to the Dice trademarks and brand name
declined as compared to the projections used in the March 31, 2020 analysis. As
a result, the Company performed an interim impairment analysis as of September
30, 2020, which resulted in the Company recording an additional impairment
charge of $8.0 million during the three month period ended September 30, 2020.

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Revenues attributable to the Dice trademarks and brand name for the fourth
quarter of 2021 and estimated future results as of December 31, 2021 have
exceeded the projections used in the October 1, 2021 analysis. As a result, the
Company believes it is not more likely than not that the fair value of the Dice
trademarks and brand name is less than the carrying value as of December 31,
2021. Therefore, no quantitative impairment test was performed as of December
31, 2021. No impairment was recorded during the years ended December 31, 2021
and 2019.

The projections utilized in the October 1, 2021 analysis included increasing
revenues at rates approximating industry growth projections. The Company's
ability to achieve these revenue projections may be impacted by, among other
things, uncertainty related to COVID-19, competition in the technology
recruiting market, challenges in developing and introducing new products and
product enhancements to the market and the Company's ability to attribute value
delivered to customers. The October 1, 2021 analysis included operating margins
during the year ending December 31, 2021 that approximate operating margins for
the year ended December 31, 2020 and then increasing modestly. If future cash
flows that are attributable to the Dice trademarks and brand name are not
achieved, the Company could realize an impairment in a future period. The
Company's operating results attributable to the Dice trademarks and brand name
through December 31, 2021 and projections of future results have met or exceeded
those included in the projections utilized in the October 1, 2021 analysis. In
the October 1, 2021 analysis, the Company utilized a relief from royalty rate
method to value the Dice trademarks and brand name using a royalty rate of 4.0%
based on comparable industry studies and a discount rate of 12.5%.

The determination of whether or not indefinite-lived acquired intangible assets
have become impaired involves a significant level of judgment in the assumptions
underlying the approach used to determine the value of the indefinite-lived
acquired intangible assets. Fair values are determined using a profit allocation
methodology which estimates the value of the trademark and brand name by
capitalizing the profits saved because the company owns the asset. We consider
factors such as historical performance, anticipated market conditions, operating
expense trends and capital expenditure requirements. Changes in our strategy,
uncertainty related to COVID-19, and/or changes in market conditions could
significantly impact these judgments and require adjustments to recorded amounts
of intangible assets. If projections are not achieved, the Company could realize
an impairment in the foreseeable future.

Income taxes

We utilize the asset and liability method of accounting for income taxes. Under
this method, deferred income taxes are recognized for differences between the
financial statement and tax bases of assets and liabilities at enacted statutory
tax rates in effect for the years in which the differences are expected to
reverse. Valuation allowances are established when necessary to reduce deferred
tax assets to the amounts expected to be realized.

The calculation of our tax liabilities involves dealing with uncertainties in
applying tax laws and regulations in numerous jurisdictions. Tax benefits from
uncertain tax positions are recognized when it is more likely than not that the
positions will be sustained upon examination, including resolutions of any
related appeals or litigation processes, based on the technical merits. Because
of the complexity of some of these uncertainties, the ultimate resolution could
result in a payment that is materially different from our current estimate of
the accrual for unrecognized tax benefits.

Cyclicity

The labor market and certain of the industries that we serve have historically
experienced short-term cyclicality. However, we believe that online career
websites continue to provide economic and strategic value to the labor market
and industries that we serve.

Any slowdown in recruitment activity that occurs could negatively impact our
revenues and results of operations. Alternatively, a decrease in the
unemployment rate or a labor shortage, including as a result of an increase in
job turnover, generally means that employers (including our customers) are
seeking to hire more individuals, which would generally lead to more job
postings and increases in demand for access to our candidate profiles, which
have a positive impact on our revenues and results of operations. Based on
historical trends, improvements in labor markets and the need for our services
generally lag behind overall economic improvements. Additionally, there has
historically been a lag from the time customers begin to increase purchases of
our recruitment services and the impact to our revenues due to the recognition
of revenue occurring over the length of the contract, which can be several
months to over a year.

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From time to time, we see market slowdowns, which can lead to lower demand for
recruiting technology and security cleared professionals. If recruitment
activity slows in the industries in which we operate during 2022 and beyond, our
revenues and results of operations could be negatively impacted.
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Results of Operations

Our historical financial information discussed in this Annual Report has been
derived from the Company's financial statements and accounting records for the
years ended December 31, 2021, 2020 and 2019. Consolidated operating results in
dollars and as a percent of revenue follows:
                                                                          For the year ended December 31,
(in thousands)                                2021               2020              2019             2021 vs 2020           2020 vs 2019
Revenues                                   $   119,903       $    111,167       $   117,272       $          8,736       $        (6,105)
Operating expenses:
Cost of revenues                             15,088             14,286            13,533                    802                    753
Product development                          16,020             14,887            14,703                  1,133                    184
Sales and marketing                          43,701             39,693            42,702                  4,008                 (3,009)
General and administrative                   28,583             26,625            25,827                  1,958                    798
Depreciation                                 16,344             10,259             8,428                  6,085                  1,831
Impairment of intangible assets                   -             15,200                 -                (15,200)                15,200
Impairment of goodwill                            -             22,607                 -                (22,607)                22,607
Impairment of right-of-use asset              1,919                  -                 -                  1,919                      -
Disposition related and other costs               -                  -             1,414                      -                 (1,414)
Total operating expenses                    121,655            143,557           106,607                (21,902)                36,950
Loss on sale of business                   $      -          $       -          $   (537)                     -                    537
Operating income (loss)                    $ (1,752)         $ (32,390)         $ 10,128          $      30,638          $     (42,518)


                                                   For the year ended December 31,
                                                    2021                    2020         2019
 Revenues                                                       100.0%       100.0%      100.0%
 Operating expenses:
 Cost of revenues                                              12.6  %      12.9  %     11.5  %
 Product development                                           13.4  %      13.4  %     12.5  %
 Sales and marketing                                           36.4  %      35.7  %     36.4  %
 General and administrative                                    23.8  %      24.0  %     22.0  %
 Depreciation                                                  13.6  %      

9.2% 7.2%

 Impairment of intangible assets                                  -  %      

13.7% – %

 Impairment of goodwill                                           -  %      

20.3% – %

 Impairment of right-of-use asset                               1.6  %      

– % – %

 Disposition related and other costs                              -  %         -  %      1.2  %
 Total operating expenses                                     101.5  %     129.1  %     90.9  %
 Loss on sale of business                                         -  %         -  %      0.5  %
 Operating income (loss)                                       (1.5) %     (29.1) %      8.6  %



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Comparison of Years Ended December 31, 2021 and 2020

Revenues
                       Year Ended December 31,                                     Percent
                         2021               2020         Increase (Decrease)       Change
                                     (in thousands, except percentages)
Tech-focused
Dice(1)          $      86,257           $  82,190      $              4,067         4.9  %
ClearanceJobs           33,646              28,977                     4,669        16.1  %
Total revenues   $     119,903           $ 111,167      $              

8,736 7.9%

(1) Includes dice and career events.



We experienced an increase in revenue of $8.7 million, or 7.9%. Revenue at Dice
increased by $4.1 million, or 4.9%, compared to the same period of 2020 due to
improvements in renewal rates and new business activity along with consistently
increasing customer counts during 2021, which drives additional revenue in
future periods. Revenues for ClearanceJobs increased by $4.7 million, or 16.1%,
as compared to the same period of 2020, driven by continued high demand for
professionals with government clearance and consistent product releases and
enhancements driving activity on the site.

Cost of Revenues
                               Year Ended December 31,                          Percent
                              2021                  2020         Increase       Change
                                       (in thousands, except percentages)
Cost of revenues         $    15,088             $ 14,286       $     802         5.6  %
Percentage of revenues          12.6   %             12.9  %



Cost of revenues increased by $0.8 million, or 5.6%, driven by an increase of
$0.4 million associated with web hosting and cloud computing, consistent with
the Company's investment in its products and tools to enhance sales processes.
The Company also experienced $0.4 million increase in headcount related costs.

Product development expenses

                               Year Ended December 31,                         Percent
                              2021                  2020         Increase      Change
                                       (in thousands, except percentages)
Product development      $    16,020             $ 14,887       $  1,133         7.6  %
Percentage of revenues          13.4   %             13.4  %



Product development expenses increased $1.1 million, or 7.6%, Within product
development, the Company experienced a decrease in capitalized labor of $0.7
million, which increased expense, along with an increase in consulting costs of
$0.3 million.

Sales and marketing expenses

                               Year Ended December 31,                         Percent
                              2021                  2020         Increase      Change
                                       (in thousands, except percentages)
Sales and marketing      $    43,701             $ 39,693       $  4,008        10.1  %
Percentage of revenues          36.4   %             35.7  %



Sales and marketing expenses increased $4.0 million, or 10.1%, from the same
period in 2020. The increase was primarily driven by $2.4 million increase in
compensation related costs due to increased headcount and higher quota
attainment versus sales plan, and a $1.5 million increase in discretionary
marketing expenses as customer recruitment activity rebounded.
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General and Administrative Expenses
                                   Year Ended December 31,                         Percent
                                  2021                  2020         Increase      Change
                                           (in thousands, except percentages)
General and administrative   $    28,583             $ 26,625       $  1,958         7.4  %
Percentage of revenues              23.8   %             24.0  %


General and administrative expenses increased $2.0 million or 7.4%, mainly due to an increase in costs related to the remuneration of $2.9 million with business performance driving the success of bonus and stock-based compensation plans. This was partially offset by lower bad debt expense of $0.7 million.

Depreciation
                               Year Ended December 31,                         Percent
                              2021                  2020         Increase      Change
                                       (in thousands, except percentages)
Depreciation             $    16,344             $ 10,259       $  6,085        59.3  %
Percentage of revenues          13.6   %              9.2  %



Depreciation expense increased $6.1 million or 59.3% from the same period in
2020, in connection with increasing internal development costs during 2019 and
2020 that were then placed in service, primarily in late 2020, and depreciated.
Internal development costs are reflected as purchases of fixed assets in the
consolidated statements of cash flows.

Impairment of intangible assets

                                        Year Ended December 31,                          Percent
                                     2021                    2020         Decrease        Change
                                                 (in thousands, except percentages)
Impairment of intangible assets   $    -                  $ 15,200       $ (15,200)      (100.0) %
Percentage of revenues                 -   %                  13.7  %



The Company has an indefinite-lived acquired intangible asset related to the
Dice trademarks and brand name. During the first and third quarters of 2020,
because of the impacts of the COVID-19 pandemic, the Company performed an
interim impairment analysis of the Dice trademarks and brand name. As a result
of the analysis, the Company recorded an impairment charge of $15.2 million
during the nine months ended September 30, 2020. See also Note 10 of the notes
to consolidated financial statements.

Impairment of Goodwill
                               Year Ended December 31,                          Percent
                            2021                    2020         Decrease        Change
                                        (in thousands, except percentages)
Impairment of goodwill   $    -                  $ 22,607       $ (22,607)      (100.0) %
Percentage of revenues        -   %                  20.3  %



During the third quarter of 2020, because of the impacts of COVID-19 pandemic,
the Company performed an interim impairment analysis of goodwill. As a result of
the analysis, the Company recorded an impairment charge of $22.6 million in the
third quarter of 2020. See also Note 11 of the notes to consolidated financial
statements.

Impairment of the right of use

                                           Year Ended December 31,                           Percent
                                          2021                       2020      Increase      Change
                                                   (in thousands, except percentages)
Impairment of right-of-use asset   $        1,919                   $ -       $  1,919           -  %
Percentage of revenues                        1.6   %                 -  %


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During the third quarter of 2021, due to the continuing impacts of COVID-19 on
the real estate markets and its impact on the future cash flows attributable to
its ROU assets, the Company performed an impairment analysis of a sublease
within its ROU assets. As a result, the Company recorded an impairment charge of
$1.9 million during the third quarter of 2021.

Operating Income (Loss)
                              Year Ended December 31,                       Percent
                               2021              2020         Increase      Change
                                      (in thousands, except percentages)
Revenue                   $    119,903       $ 111,167       $  8,736         7.9  %
Operating income (loss)         (1,752)        (32,390)      $ 30,638       (94.6) %
Percentages of revenues           (1.5) %        (29.1) %



Operating loss for the year ended December 31, 2021 was $1.8 million, a negative
margin of 1.5%, compared to operating loss of $32.4 million, a negative margin
of 29.1%, for the same period in 2020. The decrease in operating loss and
improved percentage margin was primarily driven by non-cash impairments of
goodwill and intangible assets of $37.8 million during the 2020 period,
partially offset by increased investments in sales and marketing, higher
depreciation, and the ROU asset impairment of $1.9 million in the third quarter
of 2021.

Result of the equity method

                                                  Year Ended December 31,                                         Percent
                                                  2021                  2020               Increase                Change
                                                                    (in thousands, except percentages)
Income from equity method investment       $         190            $        -          $       190                        -  %
Percentage of revenues                               0.2    %                -  %



During the fourth quarter of 2021, the Company recorded $0.2 million of income
related to its proportionate share of eFinancialCareer's ("eFC") net income.
Interest Expense and Other
                                    Year Ended December 31,                           Percent
                                  2021                      2020       Decrease       Change
                                            (in thousands, except percentages)
Interest expense and other   $      667                   $ 831       $    (164)      (19.7) %
Percentage of revenues              0.6   %                 0.7  %


Interest expense and other decreased by $0.2 million, or 19.7%, from the same
period in 2020. The decrease in interest expense was primarily due to lower
weighted average debt outstanding during the year. The 2020 period included a
$0.2 million gain recognized in the second quarter of 2020 on the sale of the
Company's 20% interest in BioSpace.
Impairment of investment
                                 Year Ended December 31,                         Percent
                              2021                     2020        Decrease       Change
                                         (in thousands, except percentages)
Impairment of investment   $    -                   $ 2,002       $ (2,002)      (100.0) %
Percentage of revenues          -   %                   1.8  %


During the first quarter of 2020, due to the impacts from the COVID-19 pandemic,
the Company determined the value of its 7.6% interest in a leading tech skills
assessment company to be zero. Accordingly, the Company recorded an impairment
charge of $2.0 million during the first quarter of 2020.


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Gain on investment
                                 Year Ended December 31,                           Percent
                                2021                       2020      Increase      Change
                                         (in thousands, except percentages)
Gain on investment       $        1,198                   $ -       $  1,198           -  %
Percentage of revenues              1.0   %                 -  %



The gain on investment relates to a minority interest representing less than 1%
of the common stock of a technology company that became publicly traded during
the first quarter of 2021 after filing an initial public offering. The Company
sold 100% of this investment during the third quarter of 2021. See also Note 8
of the notes to consolidated financial statements.

Income Taxes
                               Year Ended December 31,
                                2021              2020
                                (in thousands, except
                                    percentages)
Loss before income taxes   $    (1,031)       $ (35,223)
Income tax benefit                (629)          (2,826)
Effective tax rate                61.0   %          8.0  %


A reconciliation between the tax benefit at the federal statutory rate and the reported tax benefit is summarized as follows:

                                                                       Year Ended December 31,
                                                                            2021                          2020
Federal statutory rate                                           $                   (216)            $   (7,397)
Gain on sale of businesses or investments                                            (251)                   (42)
Stock-based compensation                                                              (84)                   432
Nondeductible impairment                                                                -                  5,029
State tax expense (benefit), net of federal effect                                    110                   (514)
Change in accrual for unrecognized tax benefits                                      (155)                  (216)
Executive compensation                                                                541                    323
Research and development tax credits                                                 (478)                  (530)
Other                                                                                 (96)                    89
Income tax benefit                                               $                   (629)            $   (2,826)



Our effective income tax rate was 61.0% and 8.0% for the years ended December
31, 2021 and 2020, respectively. The 2021 tax rate differed from the federal
statutory rate primarily because of the utilization of a capital loss
carryforward to offset a gain on an investment; deduction limitations on
executive compensation; and tax credits for research and development. The 2020
tax rate differed from the federal statutory rate primarily because of tax
deficiencies in stock-based compensation; nondeductible impairment charges;
state tax benefits; and tax credits for research and development.

Profit (loss) from discontinued operations, net of tax

                                                  For the year ended December 31,                                    Percent
                                                     2021                    2020              Decrease              Change
                                                                      (in thousands, except percentages)
Income (loss) from discontinued operations,
net of tax                                   $        (29,340)          $     2,382          $ (31,722)                 (1,332) %
Percentage of revenues                                  (24.5)  %               2.1  %

During the second quarter of 2021, the Company transferred majority ownership of its eFC business to eFC management and accounted for it as a discontinued operation. As a result, the Company recorded a loss from discontinued operations, net of tax, $29.3 million. The loss included $28.1 million related to the reclassification of translation differences

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and $5.2 million from the removal of eFC's net assets. The loss was partially
offset by the recording of an equity method investment of $3.6 million and eFC's
earnings during the period. Income from discontinued operations for the year
ended December 31, 2020 represents eFC's earnings during the period.

Earnings per share

                                                                                 Year Ended December 31,
                                                                                 2021                   2020
                                                                                  (in thousands, except
                                                                                    per share amounts)
Loss from continuing operations                                          $        (402)             $  (32,397)
Income (loss) from discontinued operations, net of tax                         (29,340)                  2,382
Net Loss                                                                 $     (29,742)             $  (30,015)

Weighted-average shares outstanding - diluted                                   46,333                  48,278

Diluted loss per share - continuing operations                           $       (0.01)             $    (0.67)
Diluted earnings (loss) per share - discontinued operations              $       (0.63)             $     0.05
Diluted loss per share                                                   $       (0.64)             $    (0.62)



Diluted loss per share from continuing operations was $0.01 and $0.67 for the
years ended December 31, 2021 and 2020, respectively. The decrease in diluted
loss per share was primarily driven by the non-cash impairment charges during
2020 and the gain on investment in the 2021 period, partially offset by the ROU
asset impairment and higher depreciation expense in the 2021 period. Diluted
loss per share was $0.64 and $0.62 for the years ended December 31, 2021 and
2020, respectively. Current year to date loss per share is primarily driven by
the loss on discontinued operations. The prior year loss per share is primarily
driven by the impairment charges.

Comparison of completed exercises December 31, 2020 and 2019

Revenues
                       Year Ended December 31,                                     Percent
                         2020               2019         Increase (Decrease)       Change
                                     (in thousands, except percentages)
Tech-focused:
Dice(1)          $      82,190           $  92,527      $            (10,337)      (11.2) %
ClearanceJobs           28,977              24,745                     4,232        17.1  %
Total revenues   $     111,167           $ 117,272      $             

(6,105) (5.2)%

(1) Includes dice and career events



We experienced a decrease in revenue of $6.1 million, or 5.2%. Revenue at Dice
decreased by $10.3 million, or 11.2%, compared to the same period in 2019 due to
the impact of the COVID-19 pandemic driving lower renewal rates year over year.
Revenues for ClearanceJobs increased by $4.2 million, or 17.1%, as compared to
the same period of 2019, driven by continued high demand for professionals with
government clearance and consistent product releases and enhancements driving
activity on the site.

Cost of Revenues
                               Year Ended December 31,                          Percent
                              2020                  2019         Increase       Change
                                       (in thousands, except percentages)
Cost of revenues         $    14,286             $ 13,533       $     753         5.6  %
Percentage of revenues          12.9   %             11.5  %



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Table of Contents Revenue cost increased by $0.8 millionor 5.6%, mainly due to an increase in costs related to the remuneration of $1.8 millionpartially offset by higher capitalization of internal development costs of $1.0 million, which reduced operating costs. Together, these increased expenses $0.8 million.

Product development expenses

                               Year Ended December 31,                          Percent
                              2020                  2019         Increase       Change
                                       (in thousands, except percentages)
Product development      $    14,887             $ 14,703       $     184         1.3  %
Percentage of revenues          13.4   %             12.5  %



Product development expenses increased $0.2 million or 1.3%, driven by increases
in compensation related costs from higher wages. This was partially offset by
higher capitalization of internal development costs, which decrease operating
expense. Together, this increased expense $0.8 million. The higher
capitalization of internal development costs resulted from the Company's
continued focus on the design and development of product enhancements and
features for the Company's sites. These increases were offset by a decrease in
travel, software subscriptions, and other costs due to COVID-19 of $0.6 million.

Sales and marketing expenses

                               Year Ended December 31,                         Percent
                              2020                  2019         Decrease      Change
                                       (in thousands, except percentages)
Sales and marketing      $    39,693             $ 42,702       $ (3,009)       (7.0) %
Percentage of revenues          35.7   %             36.4  %



Sales and marketing expenses decreased $3.0 million, or 7.0%, from the same
period in 2019. Sales and marketing had an increase in compensation related
costs of $4.7 million. This increase was offset by $5.6 million in reduced
discretionary marketing expenses realized from efficiencies in vendor selection
and volumes and $2.1 million reduction in other operational costs due to the
COVID-19 pandemic, including consulting and traveling costs.

General and administrative expenses

                                   Year Ended December 31,                          Percent
                                  2020                  2019         Increase       Change
                                           (in thousands, except percentages)
General and administrative   $    26,625             $ 25,827       $     798         3.1  %
Percentage of revenues              24.0   %             22.0  %



General and administrative costs increased $0.8 million or 3.1%, primarily due
to an increase in compensation costs of $1.0 million and non-cash stock based
compensation costs of $0.6 million, partially offset by a decrease in other
operational costs of $0.8 million, including recruiting, consulting, and travel
costs.

Depreciation
                               Year Ended December 31,                          Percent
                               2020                   2019        Increase      Change
                                       (in thousands, except percentages)
Depreciation             $     10,259              $ 8,428       $  1,831        21.7  %
Percentage of revenues            9.2   %              7.2  %



Depreciation expense increased $1.8 million or 21.7%, from the same period in
2019, in connection with higher headcount driving higher capitalization of
internal development costs, which are reflected as purchases of fixed assets in
the consolidated statements of cash flows.
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Impairment of intangible assets
                                          Year Ended December 31,                           Percent
                                         2020                       2019      Increase      Change
                                                  (in thousands, except percentages)
Impairment of intangible assets   $        15,200                  $ -       $ 15,200           -  %
Percentage of revenues                       13.7   %                -  %



The Company has an indefinite-lived acquired intangible asset related to the
Dice trademarks and brand name. During the first and third quarters of 2020, due
to the impacts of the COVID-19 pandemic, the Company performed interim
impairment analyses of the Dice trademarks and brand name. As a result of the
analyses, the Company recorded impairment charges totaling $15.2 million during
the three month periods ended March 31, 2020 and September 30, 2020. See also
Note 10 of the notes to consolidated financial statements.

Impairment of goodwill
                                 Year Ended December 31,                           Percent
                                2020                       2019      Increase      Change
                                         (in thousands, except percentages)
Impairment of goodwill   $        22,607                  $ -       $ 22,607           -  %
Percentage of revenues              20.3   %                -  %



During the first and third quarters of 2020, due to the impacts of the COVID-19
pandemic, the Company performed interim impairment analyses of goodwill. As a
result of the analyses, the Company recorded an impairment charge of $22.6
million during the three months ended September 30, 2020. See also Note 11 of
the notes to consolidated financial statements.

Disposal and other costs

                                            Year Ended December 31,                         Percent
                                         2020                     2019        Decrease       Change
                                                    (in thousands, except percentages)
Disposition related and other costs   $    -                   $ 1,414       $ (1,414)      (100.0) %
Percentage of revenues                     -   %                   1.2  %



The disposition related and other costs of $1.4 million for the year ended
December 31, 2019, as described in note 16 to consolidated financial statements,
are primarily due to severance and related costs incurred in reorganizing the
Tech-focused business.

Loss on sale of business
                                  Year Ended December 31,                            Percent
                               2020                        2019       Decrease        Change
                                           (in thousands, except percentages)
Loss on sale of business   $      -                      $ 537       $    (537)      (100.0) %
Percentage of revenues            -    %                   0.5  %



Loss on sale of business for the year ended December 31, 2019 included a loss of
$0.5 million on the 2018 sale of Hcareers due to the finalization of the working
capital terms and related contingencies. See also note 6 to consolidated
financial statements.

Operating Income (Loss)
                              Year Ended December 31,                                   Percent
                               2020              2019         Increase (Decrease)        Change
                                            (in thousands, except percentages)
Revenue                   $    111,167       $ 117,272       $             (6,105)        (5.2) %
Operating income (loss)   $    (32,390)      $  10,128       $            (42,518)      (419.8) %
Percentage of revenues           (29.1) %          8.6  %


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Operating loss for the year ended December 31, 2020 was $32.4 million, a
negative margin of 29.1%, as compared to operating income of $10.1 million, a
positive margin of 8.6%, for the same period in 2019. The decrease in operating
income and percentage margin was primarily driven by the non-cash impairments of
goodwill and intangible assets of $37.8 million in the 2020 period, partially
offset by the decrease in disposition and related costs of $1.4 million in the
2019 period.

Interest Expense and Other
                                Year Ended December 31,                           Percent
                              2020                      2019       Decrease       Change
                                        (in thousands, except percentages)
Interest expense         $      831                   $ 703       $     128        18.2  %
Percentage of revenues          0.7   %                 0.6  %



Interest expense increased by $0.1 million, or 18.2%, from the same period in
2019. Interest expense increased $0.3 million, primarily due to the higher
weighted-average debt outstanding during the year ended December 31, 2020 as the
Company borrowed on its revolving credit facility in the first quarter of 2020
for liquidity protection during the COVID-19 pandemic. The increase in interest
expense was partially offset by a $0.2 million gain recognized in the second
quarter of 2020 on the sale of the Company's 20% interest in BioSpace.

Impairment of Investment
                                   Year Ended December 31,                           Percent
                                  2020                       2019      Increase      Change
                                           (in thousands, except percentages)
Impairment of investment   $        2,002                   $ -       $  2,002           -  %
Percentage of revenues                1.8   %                 -  %



During the first quarter of 2020, due to the impacts from the COVID-19 pandemic,
the Company determined the value of its 7.6% interest in a leading tech skills
assessment company to be zero. Accordingly, the Company recorded an impairment
charge of $2.0 million during the first quarter of 2020.

Income Taxes
                                        Year Ended December 31,
                                          2020              2019
                                         (in thousands, except
                                             percentages)
Income (loss) before income taxes   $     (35,223)       $ 9,425
Income tax expense (benefit)               (2,826)         2,794
Effective tax rate                            8.0   %       29.6  %


A reconciliation between the federal statutory tax expense (benefit) and the reported income tax expense (benefit) is summarized as follows:

                                                           Year Ended December 31,
                                                                2020              2019
Federal statutory rate                               $      (7,397)             $ 1,979
Loss (gain) on sale of businesses or investments               (42)                  84
Stock-based compensation                                       432                  281
Nondeductible impairment                                     5,029                    -
State tax expense (benefit), net of federal effect            (514)         

405

Change in accrual for unrecognized tax benefits               (216)         

209

Executive compensation                                         323          

147

Research and development tax credits                          (530)                (558)
Other                                                           89                  247
Income tax expense (benefit)                         $      (2,826)             $ 2,794


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Our effective income tax rate was 8.0% and 29.6% for the years ended December
31, 2020 and 2019, respectively. The 2020 tax rate differed from the federal
statutory rate primarily because of tax deficiencies in stock-based
compensation; nondeductible impairment charges; state tax benefits; and tax
credits for research and development. The 2019 tax rate differed from the
federal statutory rate primarily because of tax deficiencies in stock-based
compensation; state tax expense; and tax credits for research and development.

Earnings (loss) per share

                                                                                   Year Ended December 31,
                                                                                  2020                  2019
                                                                                    (in thousands, except
                                                                                     per share amounts)
Income (loss) from continuing operations                                    $      (32,397)         $    6,631
Income from discontinued operations, net of tax                                      2,382               5,920
Net income (loss)                                                                  (30,015)             12,551

Weighted-average shares outstanding-diluted                                         48,278              51,633

Diluted earnings (loss) per share - continuing operations                            (0.67)               0.13
Diluted earnings per share - discontinued operations                                  0.05                0.11
Diluted earnings (loss) per share                                                    (0.62)               0.24



Diluted earnings (loss) per share from continuing operations was $(0.67) and
$0.13 for the years ended December 31, 2020 and 2019, respectively and diluted
earnings (loss) per share was $(0.62) and $0.24 for the years ended December 31,
2020 and 2019, respectively. The loss per share for the 2020 period was
primarily driven by the non-cash impairment charges.

Cash and capital resources

Non-GAAP Financial Measures

We have provided certain non-GAAP financial information as additional measures
for our operating results. These measures are not in accordance with, or an
alternative for, measures in accordance with U.S. GAAP and may be different from
similarly titled non-GAAP measures reported by other companies. We believe the
presentation of non-GAAP measures, such as Adjusted EBITDA and Adjusted EBITDA
margin, provides useful information to management and investors regarding
certain financial and business trends relating to our financial condition and
results of operations.

Adjusted EBITDA and Adjusted EBITDA margin

Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP metrics used by
management to measure operating performance. Management uses Adjusted EBITDA as
a performance measure for internal monitoring and planning, including
preparation of annual budgets, analyzing investment decisions and evaluating
profitability and performance comparisons between us and our competitors. The
Company also uses this measure to calculate amounts of performance based
compensation under the senior management incentive bonus program. Adjusted
EBITDA represents net income plus (to the extent deducted in calculating such
net income) interest expense, income tax expense, depreciation and amortization,
non-cash stock based compensation, losses resulting from certain dispositions
outside the ordinary course of business, certain writeoffs in connection with
indebtedness, impairment charges with respect to long-lived assets, expenses
incurred in connection with an equity offering or any other offering of
securities by the Company, extraordinary or non-recurring non-cash expenses or
losses, losses from equity method investments, transaction costs in connection
with the credit agreement, deferred revenues written off in connection with
acquisition purchase accounting adjustments, severance and retention costs
related to dispositions and reorganizations of the Company, and losses related
to legal claims and fees that are unusual in nature or infrequent, minus (to the
extent included in calculating such net income) non-cash income or gains,
including income from equity method investments, interest income, business
interruption insurance proceeds, and any income or gain resulting from certain
dispositions outside the ordinary course of business, and gains related to legal
claims that are unusual in nature or infrequent.

We also consider Adjusted EBITDA, as defined above, to be an important indicator
to investors because it provides information related to our ability to provide
cash flows to meet future debt service, capital expenditures and working capital
requirements and to fund future growth. We present Adjusted EBITDA as a
supplemental performance measure because we believe that this
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measure provides our Board, management and investors with additional information
to measure our performance, provide comparisons from period to period and
company to company by excluding potential differences caused by variations in
capital structures (affecting interest expense) and tax positions (such as the
impact on periods or companies of changes in effective tax rates or net
operating losses), and to estimate our value.

We understand that although Adjusted EBITDA is frequently used by securities
analysts, lenders and others in their evaluation of companies, Adjusted EBITDA
has limitations as an analytical tool, and you should not consider it in
isolation, or as a substitute for analysis of our liquidity or results as
reported under GAAP. Some limitations are:

•Adjusted EBITDA does not reflect our cash expenditures, or future requirements
for capital expenditures or contractual commitments;
•Adjusted EBITDA does not reflect changes in, or cash requirements for, our
working capital needs;
•Adjusted EBITDA does not reflect the significant interest expense, or the cash
requirements necessary to service interest or principal payments on our debt;
•Although depreciation and amortization are non-cash charges, the assets being
depreciated and amortized often will have to be replaced in the future, and
Adjusted EBITDA does not reflect any cash requirements for such replacements;
and
•Other companies in our industry may calculate Adjusted EBITDA differently than
we do, limiting its usefulness as a comparative measure.

To compensate for these limitations, management evaluates our liquidity by
considering the economic effect of excluded expense items independently, as well
as in connection with its analysis of cash flows from operations and through the
use of other financial measures, such as capital expenditure budget variances,
investment spending levels and return on capital analysis.

Adjusted EBITDA Margin is computed as Adjusted EBITDA divided by Revenues. Prior
to 2019, Adjusted EBITDA was divided by Adjusted Revenues, which represented
Revenues less revenues of divested businesses. For the years ended December 31,
2021, 2020, and 2019, revenues of divested businesses was zero. Accordingly,
Adjusted Revenues is no longer used in the computation. Adjusted EBITDA and
Adjusted EBITDA Margin are not measurements of our financial performance under
GAAP and should not be considered as an alternative to revenue, net income,
operating income, cash provided by operating activities, or any other
performance measures derived in accordance with GAAP as a measure of our
profitability or liquidity.
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A reconciliation of Adjusted EBITDA for the years ended December 31, 2021, 2020
and 2019 follows (in thousands):
                                                                       Year 

Ended the 31st of December,

                                                              2021               2020              2019
Reconciliation of Net Income (loss) to Adjusted EBITDA:
Net income (loss)                                         $ (29,742)         $ (30,015)         $ 12,551
Interest expense                                                748              1,031               703
Income tax expense (benefit)                                   (629)            (2,826)            2,794
Depreciation                                                 16,344             10,259             8,428
Non-cash stock based compensation                             7,681              5,764             5,145
Loss on sale of business                                          -                  -               537
Income from equity method investment                           (190)                 -                 -
Disposition related and other costs                               -                  -             1,414
Impairment of intangible assets                                   -             15,200                 -
Impairment of goodwill                                            -             22,607                 -
Impairment of investment                                          -              2,002                 -
Impairment of right-of-use asset                              1,919                  -                 -
Gain on investments                                          (1,198)              (200)                -
Legal contingencies and related fees                              -                  -               123
Severance and related costs                                   1,969              1,194                 -

Loss (income) on discontinued operations, net of tax 29,340

    (2,382)           (5,920)
Other                                                           (80)                 -                 1
Adjusted EBITDA                                           $  26,162          $  22,634          $ 25,776

Reconciliation of cash flow from operations and adjusted EBITDA: net cash flow from operating activities

                 $  28,581          $  18,683          $ 22,923
Interest expense                                                748              1,031               703
Amortization of deferred financing costs                       (147)              (147)             (147)
Income tax expense (benefit)                                   (629)            (2,826)            2,794
Deferred income taxes                                           569              2,918            (2,493)
Change in accrual for unrecognized tax benefits                 156                446              (107)
Change in accounts receivable                                 1,102               (859)           (1,694)
Change in deferred revenue                                  (10,075)             8,193             4,583
Disposition related and other costs                               -                  -             1,414
Legal contingencies and related fees                              -                  -               123
Discontinued operations results                              (3,593)            (7,290)           (9,083)
Severance and related costs                                   1,969              1,194                 -
Changes in working capital and other                          7,481              1,291             6,760
Adjusted EBITDA                                           $  26,162         

$22,634 $25,776

A reconciliation of adjusted EBITDA margin for the years ended December 31, 20212020 and 2019 follows (in thousands, except percentages):

                                     Year Ended December 31,
                               2021            2020            2019
Revenues                   $ 119,903       $ 111,167       $ 117,272
Adjusted EBITDA            $  26,162       $  22,634       $  25,776
Adjusted EBITDA Margin            22  %           20  %           22  %



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Cash Flows

We have summarized our cash flows for the years ended December 31, 20212020 and 2019 as follows (in thousands):

                                           Year Ended December 31,
                                       2021          2020          2019

Cash flow from operating activities $28,581 $18,683 $22,923
Cash flows used in investing activities (19,304) (15,904) (11,505) Cash flows used in financing activities (15,387) (542) (12,423)



We have financed our operations primarily through cash provided by operating
activities and borrowings under our revolving credit facility. At December 31,
2021, we had cash of $1.5 million compared to $4.5 million at December 31, 2020.

Liquidity

Our principal internal sources of liquidity are cash on hand, as well as the
cash flow that we generate from our operations. In addition, we had $67.0
million in borrowing capacity under our $90.0 million Credit Agreement at
December 31, 2021, 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. We believe
that our existing cash and cash equivalents, cash generated from operations and
available borrowings under our Credit Agreement will be sufficient to satisfy
our currently anticipated cash requirements through at least the next 12 months
and the foreseeable future thereafter. However, it is possible that one or more
lenders under the revolving credit facility may refuse or be unable to satisfy
their commitment to lend to us or we may need to refinance our debt and be
unable to do so. In addition, our liquidity could be negatively affected by a
decrease in demand for our products and services. We may also make acquisitions
and may need to raise additional capital through future debt financings or
equity offerings to the extent necessary to fund such acquisitions, which we may
not be able to do on a timely basis or on terms satisfactory to us or at all.

Comparison of completed exercises December 31, 2021 and 2020

Operational activities

Net cash flows from operating activities primarily consists of net income
adjusted for certain non-cash items, including depreciation, changes in deferred
tax assets and liabilities, stock based compensation, impairments, and the
effect of changes in working capital. Net cash flows from operating activities
were $28.6 million and $18.7 million for the years ended December 31, 2021 and
2020, respectively, an increase of $9.9 million. Cash inflow from operations is
driven by earnings and is dependent on the amount and timing of billings and
cash collection from our customers. Cash provided by operating activities during
the year ended December 31, 2021 increased primarily due to strong billings to
and collections from customers.

Investing activities

During the year ended December 31, 2021, cash used in investing activities was
$19.3 million compared to $15.9 million of cash used in investing activities
during the year ended December 31, 2020. Cash used in investing activities
during the year ended December 31, 2021 increased from the comparable 2020
period due to cash transferred to the eFC business and cash paid for investment,
partially offset by lower internal development costs, primarily driven by lower
headcount and development activities dedicated to the transfer of the eFC
business, partially offset by higher proceeds from sale of investments.

Fundraising activities

Cash used in financing activities during the year ended December 31, 2021 was
$15.4 million primarily due to $3.0 million of net borrowings on long-term debt
and $18.4 million of repurchases of common stock. Cash used during the year
ended December 31, 2020 was $0.5 million primarily due to $10.0 million of net
borrowings on long-term debt and $10.5 million of repurchases of common stock.






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Comparison of Years Ended December 31, 2020 and 2019

Operational activities

Net cash flows from operating activities primarily consist of net income
adjusted for certain non-cash items, including depreciation, changes in deferred
tax assets and liabilities, stock based compensation, impairments, and the
effect of changes in
working capital. Net cash flows from operating activities were $18.7 million and
$22.9 million for the years ended December 31, 2020 and 2019, respectively, a
decrease of $4.2 million. Cash inflow from operations is driven by earnings and
is dependent on the amount and timing of billings and cash collection from our
customers. Cash provided by operating activities during the year ended December
31, 2020 decreased primarily due to lower billings to customers resulting from
the COVID-19 pandemic, partially offset by cost savings implemented by the
Company in response to the COVID-19 pandemic.

Investing activities

During the year ended December 31, 2020, cash used in investing activities was
$15.9 million compared to $11.5 million of cash used in investing activities
during the year ended December 31, 2019. Cash used by investing activities
during the year ended December 31, 2020 increased from the comparable 2019
period due to higher capitalization of internally developed software of $1.9
million and $2.5 million lower receipts from the sale of businesses and equity
investments.

Financing Activities

Cash used in financing activities during the year ended December 31, 2020 was
$0.5 million primarily due to $10.0 million of net borrowings on long-term debt
and $10.5 million of repurchases of common stock. Cash used during the year
ended December 31, 2019 was $12.4 million primarily due to $8.0 million of net
repayments on long-term debt and $4.4 million of repurchases of common stock.

Financing and capital requirements

credit agreement

We have a $90 million revolving credit facility, which matures November 2023,
with $23 million of borrowings on the facility at December 31, 2021, leaving $67
million available for future borrowings. Borrowings under the Credit Agreement
bear interest, payable at least quarterly, at the Company's option, at a London
Interbank Offered Rate ("LIBOR") rate or a base rate, plus a margin. Assuming an
interest rate of 1.88% (the rate in effect on December 31, 2021) on our current
borrowings, interest payments are expected to be $0.4 million per year in
2022-2023. The Credit Agreement contains various customary affirmative and
negative covenants and also contains certain financial covenants, including a
consolidated leverage ratio and a consolidated interest coverage ratio. As of
December 31, 2021, the Company was in compliance with all of the financial
covenants under the Credit Agreement. Refer to Note 12 in the notes to
consolidated financial statements and Item 7A. "Quantitative and Qualitative
Disclosures about Market Risk - Interest Rate Risk."

Contractual obligations

The Company has operating leases for corporate office space and certain
equipment. The leases have terms from one year to eight years, some of which
include options to renew the lease, and are included in the lease term when it
is reasonably certain that the Company will exercise the option. No leases
include options to purchase the leased property. As of December 31, the value of
our obligations under operating leases was $6.9 million. See note 7 to
consolidated financial statements for further information.

We make commitments to purchase advertising from online vendors, which we pay
for on a monthly basis. We have no significant long-term obligations to purchase
a fixed or minimum amount with these vendors.

Other capital needs

As of December 31, 2021, we recorded approximately $0.8 million of unrecognized
tax benefits as liabilities, and we are uncertain if or when such amounts may be
settled. Related to the unrecognized tax benefits considered permanent
differences, we have also recorded a liability for potential penalties and
interest. Included in the balance of unrecognized tax benefits at December 31,
2021 are $0.8 million of tax benefits that would affect the effective tax rate
if recognized. The Company believes
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it is reasonably possible that as much as $0.2 million of its unrecognized tax
benefits may be recognized in the next twelve months.

The Company's Board of Directors approved a stock repurchase program that
permits the Company to repurchase its common stock. During the year ended
December 31, 2021, the Company repurchased 3.9 million shares for $15.3 million.
As of December 31, 2021, the value of shares available to be purchased under the
current plan was $5.8 million. Management has discretion in determining the
conditions under which shares may be purchased from time to time. See note 14 of
notes to consolidated financial statements for further information.

We anticipate capital expenditures in 2022 to be approximately $16 million to
$19 million. The increase over prior periods is due to the additional
investments in the development of new products and features. We intend to use
operating cash flows to fund capital expenditures.

Recent accounting pronouncements

For a discussion of new accounting pronouncements affecting the Company, refer
to note 2 of notes to consolidated financial statements included in Item 8 of
this Annual Report.

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