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,
2019.

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 impact of the coronavirus COVID-19 outbreak
on our operations and financial results, geopolitical events such as civil
unrest in Hong Kong and 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
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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, 2019, 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 other non-recurring income
or expense ("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.

Overview



We are a provider of software products, online tools and services that deliver
career marketplaces to candidates and employers globally. DHI's three brands,
Dice, ClearanceJobs and eFinancialCareers, enable recruiters and hiring managers
to efficiently search, match and connect with highly skilled technologists in
specialized fields, particularly technology, active government security
clearance, and financial services. Professionals find ideal employment
opportunities, relevant job advice and personalized data that help manage their
technologist lives.

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, have active government security clearances or a financial services
background. 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.

Recent Developments



In May 2020, the Board of Directors authorized the purchase of up to $5 million
of the Company's common stock through May 2021, renewing the Company's prior
stock repurchase program. Under the plan, management has discretion in
determining the conditions under which shares may be purchased from time to
time.

Our Revenues 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
recruitment package customers and the revenue, on average, that these customers
generate. Average monthly revenue per recruitment package customer is calculated
by dividing recruitment package customer revenue by the daily average count of
recruitment package customers during the month, adjusted to reflect a thirty day
month. We use the simple average of each month to derive the quarterly amount.
At March 31, 2020 and 2019, Dice had approximately 5,850 and 6,100 total
recruitment package customers in the U.S., respectively, and the average monthly
revenue per U.S. recruitment package customer increased from $1,134 for the
three months ended March 31, 2019 to $1,153 for the three months ended March 31,
2020. 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
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represents our ability to generate future revenue. A summary of our deferred
revenue and backlog as of March 31, 2020, December 31, 2019, and March 31, 2019
are presented in the table below.

Summary of Deferred Revenue and Backlog:         3/31/2020              12/31/2019            3/31/2019
Deferred Revenue                             $      55,529            $     51,626          $    61,012
Contractual commitments not invoiced                24,869                  37,093               20,238
Backlog1                                     $      80,398            $     

88,719 $ 81,250

(1) Backlog consists of deferred revenue plus customer contractual commitments not invoiced representing the value of future services to be rendered under committed contracts.





Deferred revenue at March 31, 2020 declined $5.5 million from March 31, 2019
primarily due to changes in billing terms while backlog was approximately flat.
Deferred revenue at March 31, 2020 increased $3.9 million from December 31, 2019
and backlog declined $8.3 million. The deferred revenue increase and the backlog
decrease from December 31, 2019 are normal seasonal changes due to a higher
concentration of contract renewals surrounding the end of each calendar year and
the resulting usage of those contracts. The decreases were also due to the
impacts of the COVID-19 pandemic.

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 present new software products and features
to attract and engage qualified professionals and match them with employers,
such as the Dice TalentSearch powered by IntelliSearch, Dice Candidate MatchTM,
MyDiceHome, Dice Salary Predictor, Dice Job Search and Job Alerts, ClearanceJobs
NextGen, ClearanceJobs Pulse, ClearanceJobs BrandAmp, eFinancialCareers
Messaging, Recruiter Profile, Candidate Profile and Job Search platform 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 noted above.

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 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 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 Policies

There have been no material changes to our critical accounting policies as compared to the critical accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.


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Three Months Ended March 31, 2020 Compared to the Three Months Ended March 31,
2019
Revenues

                                                  Three Months Ended March 31,                                                                   Foreign
                                                                                                               Increase            Percent      Exchange
                                                                2020                 2019                     (Decrease)           Change      Impact (2)
                                                                   (in

thousands, except percentages)



Dice (1)                                     $      22,485             $  23,146            $ (661)                   (3) %       $    -
eFinancialCareers                                    7,248                 8,192              (944)                  (12) %         (130)
ClearanceJobs                                        6,900                 5,782             1,118                    19  %            -

Total revenues                               $      36,633             $  37,120            $ (487)                   (1) %       $ (130)

(1) Includes Dice U.S. and Career Events (formerly known as Targeted Job Fairs).

(2) Foreign exchange impact is calculated by determining the increase (decrease) in current period revenues where current period revenues are translated using prior period exchange rates.




For the three months ended March 31, 2020, we experienced a decrease in revenue
of $0.5 million, or 1%. Revenues for ClearanceJobs increased by $1.1 million, or
19%, as compared to the same period in 2019, primarily driven by continued high
demand for professionals with government clearance and consistent product
releases and enhancements driving activity on the site. eFinancialCareers
revenue decreased by $0.9 million, or 12%, as compared to the same period in
2019 due to the COVID-19 pandemic, uncertainty around Brexit, political unrest
in Hong Kong, and the impacts of foreign currency exchange. Revenue at Dice
decreased by $0.7 million, or 3%, compared to the same period in 2019 as renewal
rates decreased year over year.
Cost of Revenues
                                             Three Months Ended March 31,                                                       Percent
                                                           2020                 2019                         Increase           Change
                                                                (in thousands, except percentages)
Cost of revenues                        $       4,176             $   3,825            $    351                       9  %
Percentage of revenues                           11.4   %              10.3  %



Cost of revenues increased $0.4 million, or 9%, primarily driven by an increase
in compensation related costs of $0.6 million and technology infrastructure
costs of $0.1 million, which was partially offset by higher capitalization rates
of internal development costs of $0.3 million, which decreases operating
expenses.
Product Development Expenses
                                              Three Months Ended March 31,                                                       Percent
                                                            2020                 2019                         Decrease           Change
                                                                 (in thousands, except percentages)
Product development                      $       4,165             $   4,196            $    (31)                     (1) %
Percentage of revenues                            11.4   %              11.3  %


Product development expenses decreased slightly year over year, which included
an increase in compensation related costs, offset by increased capitalization
rates of internal development costs, which decreases operating expenses. 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.



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Sales and Marketing Expenses
                                             Three Months Ended March 31,                                                         Percent
                                                           2020                 2019                           Increase           Change
                                                                 (in thousands, except percentages)
Sales and marketing                     $      14,538             $  14,279            $     259                        2  %
Percentage of revenues                           39.7   %              38.5  %



Sales and marketing expenses increased $0.3 million, or 2% from the same period
in 2019. Sales and marketing increased primarily due to an increase in
compensation related costs of $1.6 million. This increase was partially offset
by $0.7 million in reduced discretionary marketing expenses realized from
efficiencies in vendor selection and volumes and a focus on higher yielding
marketing investments and $0.5 million decrease in commissions.
General and Administrative Expenses
                                                 Three Months Ended March 31,                                                       Percent
                                                                2020                2019                         Increase           Change
                                                                    (in thousands, except percentages)
General and administrative                   $       8,551             $  7,928            $    623                       8  %
Percentage of revenues                                23.3   %             21.4  %



General and administrative expenses increased $0.6 million, or 8%, primarily due
to an increase in compensation related costs of $0.4 million and a $0.3 million
increase in non-cash stock based compensation related to the CFO transition.
Depreciation
                                               Three Months Ended March 31,                                                       Percent
                                                             2020                 2019                         Increase           Change
                                                                            (in thousands, except percentages)
Depreciation                              $       3,253             $   2,425            $    828                      34  %
Percentage of revenues                              8.9   %               6.5  %


Depreciation expense increased $0.8 million or 34% from the same period in 2019,
in connection with higher headcount and a higher capitalization rate of internal
development costs, which are reflected as purchases of fixed assets in the
Consolidated Statements of Cash Flows.

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