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

The following discussion should be read in conjunction with our unaudited
condensed consolidated financial statements and the related notes included
elsewhere in this report. See also our consolidated financial statements and the
notes thereto and the section entitled "Note Concerning Forward-Looking
Statements" in our Annual Report on Form 10-K for the year ended December 31,
2021.

Information contained herein contains forward-looking statements. You should not
place undue reliance on those statements because they are subject to numerous
uncertainties and factors relating to our operations and business environment,
all of which are difficult to predict and many of which are beyond our control.
Forward-looking statements include, without limitation, information concerning
our possible or assumed future results of operations. These statements often
include words such as "may," "will," "should," "believe," "expect,"
"anticipate," "intend," "plan," "estimate" or similar expressions. These
statements are based on assumptions that we have made in light of our experience
in the industry as well as our perceptions of historical trends, current
conditions, expected future developments and other factors we believe are
appropriate under the circumstances. Although we believe that these
forward-looking statements are based on reasonable assumptions, you should be
aware that many factors could affect our actual financial results or results of
operations and could cause actual results to differ materially from those in the
forward-looking statements. These factors include, but are not limited to, our
ability to execute our tech-focused strategy, competition from existing and
future competitors in the highly competitive markets in which we operate,
failure to adapt our business model to keep pace with rapid changes in the
recruiting and career services business, failure to maintain and develop our
reputation and brand recognition, failure to increase or maintain the number of
customers who purchase recruitment packages, cyclicality or downturns in the
economy or industries we serve, the potential impact of COVID-19 on our
operations and financial results, geopolitical events, uncertainty in respect of
the regulation of data protection and data privacy, failure to attract qualified
professionals to our websites or grow the number of qualified professionals who
use our websites, failure to successfully identify or integrate acquisitions,
U.S. and foreign government regulation of the Internet and taxation, our ability
to borrow funds under our revolving credit facility or refinance our
indebtedness and restrictions on our current and future operations under such
indebtedness. These factors and others are discussed in more detail below and in
our filings with the Securities and Exchange Commission, including our Annual
Report on Form 10-K for the fiscal year ended December 31, 2021, under the
headings "Risk Factors," "Forward-Looking Statements" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Information contained herein contains certain non-GAAP financial measures. These
measures are not in accordance with, or an alternative for, measures in
accordance with U.S. GAAP. Such measures presented herein include adjusted
earnings before interest, taxes, depreciation, amortization, non-cash
stock-based compensation expense, impairment, gain or loss on sale of
businesses, and certain other income or expense items, as defined, ("Adjusted
EBITDA") and Adjusted EBITDA Margin. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations-Liquidity and Capital
Resources" for definitions of these measures as well as reconciliations to the
comparable GAAP measure.

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 laws.

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K, proxy and information statements and other material information
concerning us are available free of charge on the Investors page of our website
at www.dhigroupinc.com. Our reports filed with the SEC are also available by
visiting http://www.sec.gov.




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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 them manage their life as a technologist.

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 for all periods presented
on or before June 30, 2021.

RECENT DEVELOPMENTS

Nothing.

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.

                                      As of March 31,                                      Percent
Recruitment Package Customers:     2022             2021        Increase (Decrease)        Change
Dice                              6,249             5,200              1,049                 20%
ClearanceJobs                     1,928             1,753               175                  10%



                                                    Average Annual Revenue

by Client Package Recruitment(1)

                                                                   Three months ended March 31,
                                                                                     Increase                Percent
                                             2022                 2021              (Decrease)                Change
Dice                                    $     14,112          $   13,536          $        576                        4  %
ClearanceJobs                           $     18,408          $   16,476          $      1,932                       12  %
(1) Calculated by dividing recruitment package customer revenue by the daily average count of recruitment package
customers during each month, adjusted to reflect a 30-day month. The simple average of each month is used to derive the
amount for each period and then annualized to reflect 12 months.


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Dice had 6,249 recruitment package customers as of March 31, 2022, which was an
increase of 1,049, or 20%, year over year and annualized revenue per recruitment
package customer for Dice increased $576, or 4%, year over year. The increases
were driven by strong renewal rates and new business activity. ClearanceJobs had
1,928 recruitment package customers as of March 31, 2022 compared to 1,753 as of
March 31, 2021, an increase of 10%, and annualized revenue per recruitment
package customer increased $1,932, or 12%, year over year. 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 condensed 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:

                                                    Comparison to Prior Year End                                                   Comparison Year Over Year
                                                                         Increase                                                           Increase
                             3/31/2022             12/31/2021           (Decrease)          Percent Change           3/31/2021             (Decrease)          Percent Change
Deferred Revenue         $       56,786          $    46,146          $     10,640                    23  %       $      44,835          $     11,951                    27  %
Contractual commitments
not invoiced                     49,262               46,497                 2,765                     6  %              25,931                23,331                    90  %
Backlog(1)               $      106,048          $    92,643          $     13,405                    14  %       $      70,766          $     35,282                    50  %

(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 March 31, 2022 increased $13.4 million and $35.3 million from
December 31, 2021 and March 31, 2021, respectively. The increase in backlog
compared to December 31, 2021 and March 31, 2021 is due to the strong technology
recruitment market driving bookings growth at both Dice and ClearanceJobs, a
focus on signing multi-year contracts, and the Company's ongoing investments in
sales and marketing. The first quarter of each year is generally the largest
bookings quarter of the year, also contributing to the growth from December 31,
2021.

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 customers.

The Company continues to evolve and present 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.

                                                Product Releases
                         2022                                                         2021
                                                                Dice

Marketplace, Dice TalentSearch Social Data

          Dice TalentSearch Time Zone Search                    Refresh, 

Brand.io, TalentSearch Personalization,

Impartial Sourcing Mode

ClearanceJobs Meetings, ClearanceJobs Video,

               ClearanceJobs Live Video                            Team 

Recruitment, shared talent pipelines,

                                                                          Quality of Use Improvements



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, resulting positively on our results of operations. If we
are unable to continue to attract qualified
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professionals to engage with our two-sided marketplaces, 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/or applying for
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. Personnel costs incurred during the application development
stage of internal use software and website development are recorded as fixed
assets and amortized to depreciation expense in the statement of operations over
the estimated useful life of the asset. Marketing expenditures primarily consist
of online advertising, brand promotion and lead generation to employers and job
seekers.

Critical Accounting Estimates

There have been no material changes in our critical accounting estimates from the critical accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2021.

Three Months Ended March 31, 2022 Compared to the Three Months Ended March 31,
2021

Revenues

                         Three Months Ended March 31,                                       Percent
                              2022                    2021        Increase (Decrease)       Change
                                          (in thousands, except percentages)

Dice(1)           $        24,634                  $ 19,051      $              5,583          29  %
  ClearanceJobs             9,700                     7,625                     2,075          27  %
Total revenues    $        34,334                  $ 26,676      $              7,658          29  %

(1) Includes dice and career events


For the three months ended March 31, 2022 we experienced an increase in revenue
of $7.7 million, or 29%. Revenue at Dice increased $5.6 million, or 29%,
compared to the same period in 2021 due to improvements in renewal rates and new
business activity along with consistently increasing customer counts, which
drives additional revenue in future periods. Revenues for ClearanceJobs
increased $2.1 million, or 27%, as compared to the same period in 2021,
primarily driven by continued high demand for professionals with government
clearance and consistent product releases and enhancements driving activity on
the site.

Cost of Revenues

                                Three Months Ended March 31,                            Percent
                               2022                          2021        Increase       Change
                                           (in thousands, except percentages)
Cost of revenues         $       4,099                    $ 3,702       $     397          11  %
Percentage of revenues            11.9   %                   13.9  %


Revenue cost increased $0.4 millioni.e. 11%, thanks to an increase of
$0.2 million higher compensation costs due to increased headcount and a decrease in capitalized labor of $0.2 million, which increases operating costs. Together, these increased expenses $0.4 million.





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Product Development Expenses

                                Three Months Ended March 31,                            Percent
                               2022                          2021        Increase       Change
                                           (in thousands, except percentages)
Product development      $       3,942                    $ 3,602       $     340           9  %
Percentage of revenues            11.5   %                   13.5  %


Product development increased $0.3 million, or 9%, driven by an increase of $1.0
million from higher compensation related costs partially offset by an increase
in capitalized labor of $0.6 million, which decreases operating expenses.

Sales and Marketing Expenses

                                Three Months Ended March 31,                           Percent
                                2022                         2021        Increase      Change
                                           (in thousands, except percentages)
Sales and marketing      $       13,941                   $ 9,771       $  4,170          43  %
Percentage of revenues             40.6   %                  36.6  %



Sales and marketing expenses increased $4.2 million, or 43% from the same period
in 2021. This increase was driven by a $2.4 million increase in compensation
related costs from higher headcount and quota attainment versus sales plan,
$1.4 million increase in discretionary marketing expenses with strong customer
recruitment activity, and a $0.4 million increase in operational costs,
including travel and entertainment and company events as COVID-19 restrictions
ease.

General and administrative expenses

                                    Three Months Ended March 31,                           Percent
                                   2022                          2021        Increase      Change
                                               (in thousands, except percentages)
General and administrative   $       7,766                    $ 6,154       $  1,612          26  %
Percentage of revenues                22.6   %                   23.1  %



General and administrative expenses increased $1.6 million, or 26% from the
prior year. The increase was driven by stock-based compensation expense, which
increased $0.6 million, primarily due to higher achievement against targets for
the Company's PSUs. Compensation related costs increased $0.5 million and
operational costs, including recruiting and training, increased $0.4 million.
Together these increased expense $1.5 million.

Depreciation

                                Three Months Ended March 31,                            Percent
                               2022                          2021        Increase       Change
                                           (in thousands, except percentages)
Depreciation             $       3,958                    $ 3,631       $     327           9  %
Percentage of revenues            11.5   %                   13.6  %


Depreciation expense increased $0.3 million or 9% from the same period in 2021
in connection with increasing capitalized development costs throughout 2021 and
projects being placed into service driving higher depreciation in 2022.






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Operating Income (Loss)

                                  Three Months Ended March 31,                          Percent
                                 2022                        2021         Increase      Change
                                            (in thousands, except percentages)
Revenue                    $      34,334                  $ 26,676       $  7,658          29  %
Operating income (loss)              628                      (184)           812        (441) %
Percentage of revenues               1.8   %                  (0.7) %


Operating income for the three months ended March, 31, 2022 was $0.6 million, a
positive margin of 1.8%, compared to operating loss of $0.2 million, a negative
margin of 0.7%, for the same period in 2021, an improvement of $0.8 million. The
increase in operating income and improved percentage margin was driven by higher
revenues, partially offset by higher operating costs as the Company invests in
its product and sales and marketing for future growth.

Income from Investment using the equity method

                                               Three Months Ended March 31,                                       Percent
                                                 2022                    2021              Increase               Change
                                                                  (in thousands, except percentages)
Income from equity method investment     $           155            $         -          $      155                        n/a
Percentage of revenues                               0.5    %                 -  %


In the three months ended March 31, 2022the Company has recorded $0.2 million
income related to its share of the net income of POC.

Interest Expense and Other

                                      Three Months Ended March 31,                            Percent
                                    2022                             2021       Increase      Change
                                                (in thousands, except percentages)
Interest expense and other   $         245                         $ 195       $     50          26  %
Percentage of revenues                 0.7    %                      0.7  %


Interest expense and other was approximately flat to the same period in 2021.

Gain on Investment

                                Three Months Ended March 31,                           Percent
                             2022                            2021        Decrease      Change
                                           (in thousands, except percentages)
Gain on investment       $      -                         $ 2,513       $ (2,513)       (100) %
Percentage of revenues          -    %                        9.4  %



During the three months ended March 31, 2021, the Company recognized a $2.5
million unrealized gain on an equity security investment. The unrealized gain
was related 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. See also Note 7 of the Notes to
the condensed consolidated financial statements.



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Income Taxes

                                      Three Months Ended March 31,
                                    2022                          2021
                                         (in thousands, except
                                              percentages)
Income before income taxes     $      538                      $ 2,134
Income tax expense (benefit)         (763)                         122
Effective tax rate                 (141.8)  %                      5.7  %



Our effective tax rate for the three months ended March 31, 2022, differed from
the U.S. statutory rate due to a $0.8 million tax benefit from the vesting or
settlement of share-based compensation awards. The tax rate for the three months
ended March 31, 2021, differed from the statutory rate because of a $0.5 million
tax benefit from the release of a valuation allowance on our capital loss
carryforward.

Income from discontinued operations, net of tax

                                                Three Months Ended March 31,                                      Percent
                                                  2022                   2021              Decrease                Change
                                                                    (in thousands, except percentages)
Income from discontinued operations, net
of tax                                     $           -            $       659          $     (659)                    (100) %
Percentage of revenues                                 -    %               2.5  %



The Company transferred majority ownership of its eFC business on June 30, 2021
to eFC management and has recorded it as a discontinued operation. Income from
discontinued operations for the three months ended March 31, 2021 represents
eFC's earnings during the period.

Earnings per share

Three months completed March, 31st,

                                                                               2022                   2021
                                                                                 (in thousands, except
                                                                                  per share amounts)
Income from continuing operations                                       $         1,301          $     2,012
Income from discontinued operations, net of tax                                       -                  659
Net income                                                              $   

1,301 $2,671

Weighted-average shares outstanding - diluted                           $   

47,170 $48,606

Diluted earnings per share - continuing operations                      $          0.03          $      0.04
Diluted earnings per share - discontinued operations                    $             -          $      0.01
Diluted earnings per share                                              $   

0.03 $0.05



Diluted earnings per share from continuing operations were $0.03 and $0.04 and
diluted earnings per share were $0.03 and $0.05 for the three months ended March
31, 2022 and 2021, respectively. The decreases were driven by the unrealized
gain on equity securities in 2021.




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Cash and capital resources

Non-GAAP Financial Measures

We have provided certain non-GAAP financial measures as additional information
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 and
Adjusted EBITDA Margin as performance measures 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 these measures 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 including prior
negative operating results of those divested businesses, certain write-offs 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, write-off of
non-cash stock-based compensation expense, 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, including prior positive operating
results of those divested businesses, and gains related to legal claims that are
unusual in nature or infrequent.

Adjusted EBITDA margin is Adjusted EBITDA divided by revenue.

We also consider Adjusted EBITDA and Adjusted EBITDA Margin, as defined, to be
important indicators to investors because they provide information related to
our ability to provide cash flows to meet future debt service, capital
expenditures, working capital requirements, and to fund future growth. We
present Adjusted EBITDA and Adjusted EBITDA Margin as supplemental performance
measures because we believe that these measures provide our Board, management
and investors with additional information to measure our performance, provide
comparisons from period to period 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 and Adjusted EBITDA Margin are
frequently used by securities analysts, lenders and others in their evaluation
of companies, Adjusted EBITDA and Adjusted EBITDA Margin have limitations as
analytical tools, and you should not consider them in isolation, or as a
substitute for analysis of our liquidity or results as reported under GAAP. Some
limitations are:


•Adjusted EBITDA and Adjusted EBITDA margin do not reflect our cash expenditures, future capital expenditure requirements or contractual commitments;

•Adjusted EBITDA and Adjusted EBITDA margin do not reflect changes in or cash requirements for our working capital requirements;

•Adjusted EBITDA and Adjusted EBITDA Margin do not reflect 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 and Adjusted EBITDA Margin do not reflect any cash requirements
for such replacements; and

•Other companies in our industry may calculate Adjusted EBITDA and Adjusted
EBITDA Margin differently than we do, limiting their usefulness as comparative
measures.
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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 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, net income margin, 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.

A reconciliation of Adjusted EBITDA for the three months ended March 31, 2022
and 2021 follows (in thousands):

                                                                      Three Months Ended March 31,
                                                                             Dollars
                                                                    2022                   2021
Reconciliation of Net Income to Adjusted EBITDA:
Net income                                                    $        1,301          $     2,671
Interest expense                                                         245                  188
Income tax expense (benefit)                                            (763)                 122
Depreciation                                                           3,958                3,631
Non-cash stock-based compensation                                      2,235                1,604
Income from equity method investment                                    (155)                   -
Gain on investment                                                         -               (2,513)
Severance and related costs                                              109                  562
Income from discontinued operations, net of tax                            -                 (659)
Other                                                                      -                    5
Adjusted EBITDA                                               $        6,930          $     5,611

Reconciliation of cash provided by operating activities to adjusted EBITDA Net cash provided by operating activities

                     $        9,218          $     6,424
Interest expense                                                         245                  188
Amortization of deferred financing costs                                 (37)                 (37)
Income tax expense (benefit)                                            (763)                 122
Deferred income taxes                                                  1,823                  304
Change in accrual for unrecognized tax benefits                          (93)                 (59)
Change in accounts receivable                                          3,820                3,345
Change in deferred revenue                                           (10,640)              (9,351)
Discontinued operations results                                            -               (1,656)
Severance and related costs                                              109                  562
Changes in working capital and other                                   3,248                5,769
Adjusted EBITDA                                               $        6,930          $     5,611


Net profit margin and adjusted EBITDA margin for the three months ended March 31, 2022 and 2021 follows (in thousands):

                                                                  Three Months Ended March 31,
                                                                   2022                      2021
Revenues                                                  $         34,334              $     26,676

Net Income                                                $          1,301              $      2,671
Net Income Margin(1)                                                     4      %                 10  %

Adjusted EBITDA                                           $          6,930              $      5,611
Adjusted EBITDA Margin(1)                                               20      %                 21  %

(1) Net Profit Margin and Adjusted EBITDA Margin are calculated by dividing the respective measure by revenues for that period.


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Cash Flows


We have summarized our cash flows for the three months ended March 31, 2022 and
2021 (in thousands).

                                           Three Months Ended March 31,
                                                2022                    2021
Cash from operating activities      $         9,218                  $  

6,424

Cash used in investing activities   $        (4,091)                 $ 

(3,703)

Cash used in financing activities   $        (1,701)                 $ 

(3,012)

We have funded our operations primarily with cash from operations and borrowings under our revolving credit facility. To March 31, 2022we had money $5.0 million compared to $1.5 million to December 31, 2021.

Liquidity

Our principal internal sources of liquidity are cash and cash equivalents, as
well as the cash flow that we generate from our operations. In addition, we had
$57.0 million in borrowing capacity under our $90.0 million Credit Agreement at
March 31, 2022, 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 our continuing
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 Credit Agreement may refuse or be
unable to satisfy their commitment to lend to us, we may violate one or more of
our covenants or financial ratios contained in our Credit Agreement 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 and the ability of our customers to pay for current or future 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.

Operational activities

Net cash flows from operating activities primarily consist of net income
adjusted for certain non-cash items, including depreciation, amortization,
changes in deferred tax assets and liabilities, stock-based compensation,
impairments, gain on investments, loss from sale of business, loss on
disposition of discontinued operations, and the effect of changes in working
capital. Net cash flows from operating activities were $9.2 million and $6.4
million for the three-month periods ended March 31, 2022 and 2021, respectively.
Cash inflow from operations is driven by earnings and is dependent on the amount
and timing of payments to vendors and employees and billings to and cash
collections from our customers. Cash provided by operating activities during the
2022 period increased $2.8 million compared to the same period of 2021 primarily
due to strong billings to and collections from customers.

Investing activities

Cash used in investing activities during the three-month period ended March 31,
2022 was $4.1 million compared to $3.7 million used in the same period of 2021.
Cash used in investing activities in the three-month period ended March 31, 2022
increased from the comparable 2021 period due to higher internal development
costs, primarily driven by higher product development headcount.

Fundraising activities

Cash used in financing activities during the three-month period ended March 31,
2022 was $1.7 million and was driven by $10.0 million of net proceeds on
long-term debt and $11.7 million related to share repurchases. Cash used in
financing activities during the three-month period ended March 31, 2021 was $3.0
million and was driven by share repurchases.





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Financing and Capital Requirements

credit agreement

We have a $90 million revolving credit facility, which matures November 2023,
with $33.0 million of borrowings on the facility at March 31, 2022, leaving
$57.0 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 2.25% (the rate in effect on March 31, 2022) on our
current borrowings, interest payments are expected to be $0.6 and $0.8 million
in 2022 and 2023, respectively. 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 March 31, 2022, the Company was in compliance with all of
the financial covenants under the Credit Agreement. Refer to Note 10 in the
notes to the condensed consolidated financial statements and Item 3.
"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 March 31, 2022, the value
of our obligations under operating leases was $6.4 million. See note 6 to the
condensed 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 March 31, 2022, we recorded approximately $0.9 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 March 31, 2022
are $0.9 million of tax benefits that would affect the effective tax rate if
recognized. The Company believes it is reasonably possible that as much as $0.2
million of its unrecognized tax benefits may be recognized in the next 12
months.

The Company's Board of Directors previously approved a stock repurchase program
that permits the Company to repurchase its common stock. As of March 31, 2022,
the value of shares available to be purchased under the current plan was $13.1
million. Management has discretion in determining the conditions under which
shares may be purchased from time to time. See note 12 of the notes to the
condensed consolidated financial statements for further information.

We anticipate capital expenditures in 2022 to be approximately $20 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.

Impact of COVID-19 on our business

The spread of the coronavirus disease ("COVID-19") caused an economic downturn
on a global scale, as well as significant volatility in the financial markets.
In March 2020, the World Health Organization declared the spread of the COVID-19
virus a pandemic. COVID-19 slowed recruitment activity for our businesses during
2020 as employers slowed hiring, which reduced our revenues and operating cash
flows during 2020 and into the beginning of 2021. The pandemic may impact our
financial performance in the coming months, but, based on information currently
available, we are not anticipating a significant long-term impact on our
business and operations, results of operations, financial condition, cash flows,
liquidity and capital and financial resources. However, the situation is
uncertain and rapidly changing. The Company cannot at this time predict the
ultimate impact that the COVID-19 pandemic will have on its financial condition
and operations. In an effort to protect the health and safety of our employees,
we have taken action to adopt certain policies at our office locations,
including working from home and the temporary closure of our locations when
necessary. We may have to take further actions that we determine are in the best
interests of our employees or as required by health organizations, federal,
state, or local authorities.

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The impact of the COVID-19 pandemic continues to unfold. The extent of the
pandemic's effect on our operational and financial performance will depend in
large part on future developments, which cannot be predicted with confidence at
this time. Future developments include the duration, scope and severity of the
pandemic, the actions taken to contain or mitigate its impact, the impact on
governmental programs and budgets, the further development of additional
treatments or vaccines, and the resumption of widespread economic activity.
While the pandemic may impact our financial performance in the coming months,
due to the inherent uncertainty of the unprecedented and rapidly evolving
situation, we may not be able to predict the likely impact of the COVID-19
pandemic on our future operations.

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. For instance, the COVID-19 pandemic resulted
in a slowdown of recruiting activity in 2020, which negatively impacted our
business. 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 database licenses and 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.

From time to time, we see market slowdowns, which can lead to lower demand for
recruiting technologists and financial and security cleared professionals. In
2020 and early in 2021, the COVID-19 pandemic led to a reduction in recruitment
activity. If recruitment activity slows in the industries in which we operate
during the remainder of 2021 and beyond, our revenues and results of operations
may be negatively impacted.

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