Dice Holdings Inc Reports Fourth Quarter & Full
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Dice Holdings Inc Reports Fourth Quarter & Full Year 2008 Results

Dice Holdings Inc Reports Fourth Quarter & Full Year 2008 Results
Wednesday February 4, 2009 06:10:01

Dice Holdings, Inc. Reports Fourth Quarter & Full Year 2008 Results

- Revenues of $35.5 million and Operating Income of $3.3 million

- Net loss of $2.9 million or $0.05 per diluted share, including the impact of a $7.2 million non-cash impairment charge for eFinancialCareers U.S. goodwill

- Cash flow from operations totaled $4.4 million

- Adjusted EBITDA was $16.8 million (See "Notes Regarding the Use of Non-GAAP Financial Measures")

- Total debt outstanding reduced by $18.8 million in the fourth quarter of 2008; an additional $10.3 million paid in January 2009.

NEW YORK, Feb. 4 -- Dice Holdings, Inc. (NYSE: DHX) , a leading provider of specialized career websites for professional communities, today reported financial results for the quarter and year ended December 31, 2008.

Fourth Quarter Operating Results

Total revenues for the quarter ended December 31, 2008 decreased 10% to $35.5 million versus $39.5 million in the comparable quarter of 2007. The decline in revenues was a function of reduced recruitment activity which impacted customer usage of our primary services. Currency translation from pound sterling to U.S. dollars negatively impacted revenues by $2.3 million from the same quarter in 2007.

Operating income for the quarter ended December 31, 2008 totaled $3.3 million, a decline of 65% from the comparable period in 2007, as a result of lower revenues and a $7.2 million non-cash goodwill impairment charge for eFinancialCareers U.S. operations. See "Recent Developments" for additional detail.

The Company had a net loss for the quarter ended December 31, 2008 of $2.9 million, including the impact of the aforementioned impairment charge and a $1.6 million non-cash, pre-tax expense resulting from the change in fair value of the Company's interest rate swap agreements. Net income in the fourth quarter of 2007 was $1.8 million.

The Company had a loss per diluted share of $0.05 for the quarter ended December 31, 2008, which includes the impact from the non-cash goodwill impairment charge of $0.11 per diluted share.

Net cash provided by operating activities for the quarter ended December 31, 2008 was $4.4 million, compared to $16.9 million in the comparable quarter of 2007.

Adjusted EBITDA for the quarter ended December 31, 2008 was $16.8 million, compared with $18.6 million for the fourth quarter of 2007, a decrease of 10%. See "Notes Regarding the Use of Non-GAAP Financial Measures."

Operating Segment Results

For the quarter ended December 31, 2008, DCS Online revenues were $25.6 million or 72% of Dice Holdings' consolidated revenues, representing a 5% decrease from the comparable 2007 quarter. The decrease was primarily a result of a decline in the average number of recruitment package customers served, slightly offset by a 37% year-over-year increase in revenues at ClearanceJobs.

The eFinancialCareers segment, which consists of eFinancialCareers operations outside of North America, accounted for 22% of Dice Holdings' consolidated revenues in the fourth quarter of 2008. For the quarter ended December 31, 2008, eFinancialCareers revenues declined 21% to $7.6 million. The decline was largely a result of an unfavorable currency translation from pound sterling to U.S. dollars. A revenue decrease in the U.K. market was offset by stronger performance in eFinancialCareers' smaller markets.

The remaining businesses operated by Dice Holdings, which include the eFinancialCareers operations in North America, JobsintheMoney and Targeted Job Fairs, are reported in the Other category. Other revenue decreased 19% to $2.2 million for the quarter ended December 31, 2008. The decline was driven by significant decreases in revenue at both JobsintheMoney and our job fairs business.

Full Year Operating Results

Total revenues for the year ended December 31, 2008 were $155.0 million, compared to $142.4 million in the previous year. The 9% increase was driven by both eFinancialCareers' international operations and Dice and ClearanceJobs in the U.S. Currency translation from pound sterling to U.S. dollars negatively impacted revenues by $2.9 million versus the year ended December 31, 2007.

By segment, DCS Online revenues increased 5% to $107.3 million for the year ended December 31, 2008, while eFinancialCareers generated revenues of $37.2 million, an increase of 25%. Other revenues for the year were unchanged at $10.5 million.

Operating income for the year ended December 31, 2008 increased 9% to $34.9 million from $32.0 million for the previous year. Net income for the full year 2008 was $15.4 million compared with $15.5 million for the full year 2007.

For the year ended December 31, 2008, net cash provided by operating activities was $54.2 million, compared with $55.7 million for the same period last year.

Total debt outstanding was reduced by $42.9 million to $81.5 million for the year ended December 31, 2008.

Adjusted EBITDA for the year ended December 31, 2008 was $68.0 million, compared with $62.5 million for the same period in 2007, an increase of 9%. See "Notes Regarding the Use of Non-GAAP Financial Measures."

Balance Sheet

Deferred revenue at December 31, 2008 was $40.8 million compared to $46.2 million at December 31, 2007. The 12% decrease is primarily attributable to serving fewer annual recruitment package customers at Dice.

Net debt, defined as total debt less cash and cash equivalents and marketable securities, was $19.9 million at December 31, 2008, consisting of total debt of $81.5 million minus cash and cash equivalents and marketable securities of $61.6 million. This compares to a net debt balance of $21.7 million at September 30, 2008, consisting of total debt of $100.3 million minus cash and cash equivalents and marketable securities of $78.6 million. The decrease in total debt was primarily a result of the Company prepaying, in October 2008, $18.5 million of the term loan portion of its Amended and Restated Credit Facility which matures in March 2012.

Recent Developments

Based on a combination of factors, including the current and anticipated environment for financial services recruiting and the resulting impact on future cash flows, the Company determined, during its annual impairment tests, a reduction in the carrying value of its eFinancialCareers U.S. reporting unit was warranted. As a result, a non-cash impairment charge of $7.2 million (non tax-deductible) was recorded in the quarter ended December 31, 2008.

During the fourth quarter of 2008, the Company became a cash tax payer and paid $3.4 million in cash tax payments in the quarter ended December 31, 2008, primarily in the United Kingdom.

In addition to making its quarterly amortization payment on the term loan, in mid-January 2009 the Company prepaid an additional $10.0 million on the term loan portion of its Amended and Restated Credit Facility. As of January 31, 2009, the Company has $71.2 million outstanding under the term loan. Additionally, the $75 million revolving credit facility remains undrawn.

Management Comments

Scot Melland, Chairman, President and Chief Executive Officer, stated "Unfortunately, the recruitment advertising market deteriorated further as the fourth quarter progressed. However, our financial results are an indication of how we are managing our operating expenses as we seek to maintain a high level of profitability, as measured at the Adjusted EBITDA level." Mr. Melland continued, "While the collective story today is reduced need, based on feedback from customers, we strongly believe this is a cyclical issue as both Dice and eFinancialCareers continue to perform for customers at a high level. To that end, investing in our communities with discretion is a key focus for 2009."

Michael Durney, Senior Vice President, Finance and Chief Financial Officer, said "The year-end decline in Dice's recruitment package customers and the anticipated significant contraction in financial services recruiting creates a terrible backdrop moving into 2009." Mr. Durney added, "Over the years, we've built multiple levels of financial discipline into this company and we have decisively responded to cycles and downturns. Today, we have the added benefits of a strong balance sheet, flexible cost structure, broader geographic reach and a more diverse set of businesses, all attributes which are valuable when faced with the anticipated challenges of this year."

Business Outlook

In light of the current recruitment advertising and overall economic environments, the Company believes there is a broader than normal range of potential outcomes for financial performance during 2009. Rather than provide a wide range to encompass potential outcomes, the Company is providing a current view of estimated financial performance based on what it sees as of February 4, 2009 for both the first quarter ending March 31, 2009 and full year 2009. The Company's actual performance will vary based on a number of factors including those that our outlined in our Form 10-K for the year ended December 31, 2007, in the sections entitled "Risk Factors," "Forward-Looking Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our quarterly reports on Form 10-Q.

                                         Quarter ending       Year ending
                                         March 31, 2009    December 31, 2009

  Total Revenue                               $29.5 mm            $110 mm
  -------------

  Estimated Contribution by Segment
  ---------------------------------
  DCS Online                                     74%                73%
  eFinancialCareers                              20%                21%
  Other                                           6%                 6%

  Sales & Marketing expense                     $10 mm             $40 mm


  Adjusted EBITDA                               $13 mm             $45 mm


  Depreciation and amortization                $4.7 mm           $16.5 mm
  Non-cash stock compensation expense          $1.5 mm            $5.0 mm
  Interest expense, net*                       $2.1 mm            $8.0 mm
  Income taxes                                 $1.7 mm            $5.5 mm

  Net income                                   $3.0 mm           $10.0 mm

  Adjusted EBITDA Margin                         44%                41%

  Fully diluted share count                      65 mm              65 mm


  *The Company anticipates Other income or expense for 2009 will be
   primarily derived from the change in fair value of the Company's interest
   rate swap agreements and is not included in estimated financial guidance.

  Conference Call Information


The Company will host a conference call to discuss fourth quarter and full year 2008 results today at 8:30 a.m. Eastern Time. Hosting the call will be Scot W. Melland, Chairman, President and Chief Executive Officer, and Michael P. Durney, Senior Vice President, Finance and Chief Financial Officer.

The conference call can be accessed live over the phone by dialing 866-713-8310 or for international callers by dialing 617-597-5308; the participant passcode is 20524969. A replay will be available two hours after the call and can be accessed by dialing 888-286-8010 or 617-801-6888 for international callers; the replay passcode is 96247182. The replay will be available until February 11, 2009.

The call will also be webcast live from the Company's website at www.diceholdingsinc.com under the Investor Relations section.

About Dice Holdings, Inc.

Dice Holdings, Inc. is a leading provider of specialized career websites for professional communities, including technology and engineering, capital markets and financial services, accounting and finance, and security clearance. Our mission is to help our customers source and hire the most qualified professionals in select and highly skilled occupations, and to help those professionals find the best job opportunities in their respective fields and further their careers. For more than 18 years, we have built our company by providing our customers with quick and easy access to high-quality, unique professional communities and offering those communities access to highly relevant career opportunities and information. Today, we serve multiple markets primarily in North America, Europe, the Middle East, Asia and Australia.

Notes Regarding the Use of Non-GAAP Financial Measures

Dice Holdings, Inc. (the "Company") has provided certain non-GAAP financial information as additional information for its operating results. These measures are not in accordance with, or an alternative for, generally accepted accounting principles in the United States ("GAAP") and may be different from non-GAAP measures reported by other companies. The Company believes that its presentation of non-GAAP measures, such as adjusted earnings before interest, taxes, depreciation, amortization, non-cash stock based compensation expense, non-cash impairment of intangible assets and add back of deferred revenue written off ("Adjusted EBITDA"), free cash flow and net debt, provides useful information to management and investors regarding certain financial and business trends relating to its financial condition and results of operations. In addition, the Company's management uses these measures for reviewing the financial results of the Company and for budgeting and planning purposes.

Adjusted EBITDA

Adjusted EBITDA is a metric 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, as defined in our Amended and Restated Credit Facility, represents net income (loss) before interest expense, interest income, income tax expense, depreciation and amortization, non-cash stock compensation expense, extraordinary or non-recurring non-cash income or expense, and to add back the deferred revenues written off in connection with the eFinancialCareers acquisition purchase accounting adjustments.

We 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 as well as to monitor compliance with financial covenants. We present Adjusted EBITDA as a supplemental performance measure because we believe that this measure provides our board of directors, 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 present this discussion of Adjusted EBITDA because covenants in our Amended and Restated Credit Facility contain ratios based on this measure. Our Amended and Restated Credit Facility is material to us because it is one of our primary sources of liquidity. If our Adjusted EBITDA were to decline below certain levels, covenants in our Amended and Restated Credit Facility that are based on Adjusted EBITDA may be violated and could cause, among other things, an inability to incur further indebtedness and in certain circumstances a default or mandatory prepayment under our Amended and Restated Credit Facility.

Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our profitability or liquidity.

Free Cash Flow

We define free cash flow as net cash provided by operating activities from continuing operations minus capital expenditures. We believe free cash flow is an important non-GAAP measure as it provides useful cash flow information regarding our ability to service, incur or pay down indebtedness or repurchase our common stock. We use free cash flow as a measure to reflect cash available to service our debt as well as to fund our expenditures. A limitation of using free cash flow versus the GAAP measure of net cash provided by operating activities is that free cash flow does not represent the total increase or decrease in the cash balance from operations for the period since it excludes cash used for capital expenditures during the period.

Net Debt

Net Debt is defined as total debt less cash and cash equivalents and marketable securities. We consider net debt to be an important measure of liquidity and an indicator of our ability to meet ongoing obligations. We also use net debt, among other measures, in evaluating our choices for capital deployment. Net Debt presented herein is a non-GAAP measure and may not be comparable to similarly titled measures used by other companies.

Forward-Looking Statements

This press release 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 information concerning our possible or assumed future results of operations, including descriptions of our business strategy. 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, competition from existing and future competitors, 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, and the failure to attract qualified professionals or grow the number of qualified professionals who use our websites. These factors and others are discussed in more detail in the Company's filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, under the headings "Risk Factors," "Forward-Looking Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our quarterly reports on Form 10-Q all of which are available on the Investor Relations page of our website at www.diceholdingsinc.com.

You should keep in mind that any forward-looking statement made by us herein, or elsewhere, speaks only as of the date on which we make it. New risks and uncertainties come up from time to time, and it is impossible for us 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.

                             DICE HOLDINGS, INC.
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                               (Unaudited)
                   (in thousands except per share amounts)

                                     For the               For the
                               three months ended         year ended
                                   December 31,           December 31,
                                 2008       2007        2008        2007

   Revenues                   $35,517    $39,514    $155,009    $142,350

    Operating expenses:
         Cost of revenues       2,403      2,432       9,862       8,647
         Product development      898      1,048       4,425       4,188
         Sales and marketing   11,868     12,947      57,019      53,427
         General and
          administrative        5,003      5,621      21,277      19,194
         Depreciation             903        823       3,689       2,971
         Amortization of
          intangible assets     3,976      4,389      16,641      19,051
         Impairment of
          goodwill and
          intangible assets     7,213      2,879       7,213       2,879
               Total operating
                expenses       32,264     30,139     120,126     110,357
    Operating income            3,253      9,375      34,883      31,993
    Interest expense           (1,943)    (3,077)     (9,552)    (13,104)
    Interest income               145        520       1,647       1,047
    Other expense              (1,594)         -      (2,568)          -
    Income from continuing
     operations before
     income taxes                (139)     6,818      24,410      19,936

    Income tax expense          2,712      3,131       9,573       6,692
    Income from continuing
     operations                (2,851)     3,687      14,837      13,244

    Discontinued operations:
         Income (loss) from
          discontinued
          operations               -       (283)        519      (1,584)
         Income tax (expense)
          benefit from
          discontinued
          operations               -     (1,329)          -       3,981
         Minority interest in
          net loss of
          subsidiary               -       (255)          -        (134)
    Income (loss) from
     discontinued operations,
     net of tax                    -     (1,867)        519       2,263


    Net income (loss)          (2,851)     1,820      15,356      15,507
    Convertible preferred
     stock dividends               -          -           -    (107,718)
    Income (loss)
     attributable to
     common stockholders      $(2,851)    $1,820     $15,356    $(92,211)


    Basic earnings (loss)
     per share:
    From continuing
     operations               $(0.05)     $0.06       $0.24      $(3.34)
    From discontinued
     operations                    -      (0.03)       0.01        0.08
                              $(0.05)     $0.03       $0.25      $(3.26)
    Weighted average basic
     shares outstanding       62,210     62,066      62,194      28,256

    Diluted earnings
     (loss) per share:
    From continuing
     operations                $(0.05)     $0.06       $0.23      $(3.34)
    From discontinued
     operations                     -      (0.03)       0.01        0.08
                               $(0.05)     $0.03       $0.24      $(3.26)

    Weighted average
     diluted shares
     outstanding               62,210     65,769      65,345      28,256



                          DICE HOLDINGS, INC.
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)
                             (in thousands)

                                        For the           For the
                                  three months ended    year ended
                                      December 31,      December 31,
                                     2008     2007     2008      2007

    Cash flows provided by
     operating activities:
      Net income (loss)           $(2,851)  $1,820  $15,356   $15,507

    Adjustments to reconcile net
     income to net cash provided
     by operating activities:
      Depreciation                    903      823    3,689     2,971
      Amortization                  3,976    4,389   16,641    19,051
      Deferred income taxes         1,493   (1,016)   2,915    (2,452)
      Gain on sale of
       joint venture                    -        -     (611)        -
      Amortization of
       deferred financing costs       208      257      833       795
      Share based compensation      1,423    1,180    5,590     4,100
      Impairment of goodwill
       and intangible assets        7,213    2,879    7,213     2,879
      Loss on interest
       rate hedges                  1,594        -    2,568         -
    Changes in operating
     assets and liabilities:
      Accounts receivable          (2,142)  (2,707)   4,443    (4,127)
      Prepaid expenses and
       other assets                   410       96       51    (1,266)
      Accounts payable and
       accrued expenses            (1,749)   4,965     (327)    4,282
      Income taxes payable         (2,858)    (343)     135      (284)
      Deferred revenue             (2,819)   2,543   (3,570)   11,831
      Other, net                     (399)   1,992     (750)    2,365

    Net cash provided by
     operating activities           4,402   16,878   54,176    55,652

    Cash flows provided by
     (used for) investing
     activities:
      Purchases of fixed assets      (928)    (949)  (3,971)   (3,527)
      Purchases of marketable
       securities                     (11)       -  (49,208)     (200)
      Maturities and sales
       of marketable securities     1,850      599   42,838       999
      Other, net                        -        -        -       (32)

    Net cash provided by
     (used for) investing
     activities                       911     (350) (10,341)   (2,760)

    Cash flows provided by
     (used for) financing
     activities:
      Proceeds from long-term
       debt                             -        -        -   113,000
      Payments on long-term debt  (18,800)    (300) (42,900)  (77,600)
      Dividends paid on
       convertible
       preferred stock                  -        -        -  (107,718)
      Dividends paid on
       common stock                     -        -        -      (180)
      Payments to holders of
       vested stock options in
       lieu of dividends                -        -        -    (4,602)
      Financing costs paid              -     (118)       -    (2,364)
      Proceeds from initial
       public offering                  -        -        -    81,003
      Payment of costs related
       to initial public offering       -   (1,447)    (354)   (2,884)
      Proceeds from stock
       option exercises                 -      265       58       354
      Other                             -        -        -      (175)
   Net cash provided by
    (used for) financing
    activities                    (18,800)  (1,600) (43,196)   (1,166)



   Effect of exchange
    rate changes                   (1,686)     (39)  (3,020)      115



   Net change in cash and cash
    equivalents for the period    (15,173)  14,889   (2,381)   51,841
   Cash and cash equivalents,
    beginning of period            70,317   42,636   57,525     5,684

   Cash and cash equivalents,
    end of  period                 $55,144  $57,525  $55,144   $57,525



                               DICE HOLDINGS, INC.
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)
                                 (in thousands)


                                         December 31,      December 31,
                  ASSETS                     2008              2007
   Current assets
      Cash and cash equivalents            $55,144           $57,525
      Marketable securities                  6,497               150
      Accounts receivable, net              12,653            19,112
      Deferred income taxes - current        1,346            13,750
      Prepaid and other current assets       2,219             2,582
      Current assets of
       discontinued operations               -                   195

           Total current assets             77,859            93,314

      Fixed assets, net                      5,938             5,768
      Acquired intangible assets, net       59,119            78,572
      Goodwill                             137,416           159,773
      Deferred financing costs, net          2,708             3,541
      Other assets                             129               484
      Non-current assets of
       discontinued operations                   -               135

           Total assets                   $283,169          $341,587

     LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities
      Accounts payable and accrued
       expenses                            $10,306           $11,971
      Deferred revenue                      40,758            46,230
      Current portion of long-term
       debt                                  1,000             2,850
      Income taxes payable                   2,195             3,697
      Current liabilities of
       discontinued operations                   -             1,404

           Total current liabilities        54,259            66,152

      Long-term debt                        80,500           121,550
      Deferred income taxes -
       non-current                          15,998            26,256
      Interest rate hedge liability          2,568                 -
      Other long-term liabilities            6,338             7,002

           Total liabilities               159,663           220,960

   Total stockholders' equity              123,506           120,627

           Total liabilities and
            stockholders' equity          $283,169          $341,587

  Supplemental Information and Non-GAAP Reconciliations


On the pages that follow, the Company has provided certain supplemental information that we believe will assist the reader in assessing our business operations and performance, including certain non-GAAP financial information and required reconciliations to the most comparable GAAP measure. A quarterly balance sheet, statement of operations and statement of cash flows for the fiscal quarter ended December 31, 2008 is provided elsewhere in this press release. Supplemental schedules provided include:

Quarterly Adjusted EBITDA Reconciliation

A reconciliation of Adjusted EBITDA for the quarter and year ended December 31, 2008 and 2007 is provided. This information provides the reader with the information we believe is necessary to analyze the Company.

Quarterly Supplemental Data and Certain Non-GAAP Reconciliations

On this schedule, the Company provides certain non-GAAP information for the quarter and year ended December 31, 2008 and 2007 that we believe is useful to understanding the business operations for the year ended December 31, 2007 of the Company, namely, Adjusted Revenues By Segment, which reflects historical revenues adjusted for the addition of deferred revenue that was previously written off as part of purchase accounting adjustments related to the eFinancialCareers acquisition in October 2006.

                        DICE HOLDINGS, INC.
             QUARTERLY ADJUSTED EBITDA RECONCILIATIONS
                           (Unaudited)
                          (in thousands)

                                        For the          For the
                                   three months ended   year ended
                                      December 31,      December 31,
                                     2008     2007     2008     2007

   Reconciliation of Net Income
    to Adjusted EBITDA:
   Net income (loss)              $(2,851)  $1,820  $15,356  $15,507
         Discontinued operations        -    1,867     (519)  (2,263)
         Interest income             (145)    (520)  (1,647)  (1,047)
         Interest expense           1,943    3,077    9,552   13,104
         Income tax expense         2,712    3,131    9,573    6,692
         Depreciation                 903      823    3,689    2,971
         Amortization of
          intangible assets         3,976    4,389   16,641   19,051
         Impairment of
          intangible assets         7,213    2,879    7,213    2,879
         Non-cash stock
          compensation expense      1,423    1,180    5,590    4,100
         Other (income) expense     1,594        -    2,568        -
         Deferred revenue
          adjustment                    -        -        -    1,524
   Adjusted EBITDA                $16,768  $18,646  $68,016  $62,518

   Reconciliation of Operating
    Cash Flows to Adjusted EBITDA:
   Net cash provided by
    operating activities           $4,402  $16,878  $54,176  $55,652
         Interest expense           1,943    3,077    9,552   13,104
         Interest income             (145)    (520)  (1,647)  (1,047)
         Income tax expense         2,712    3,131    9,573    6,692
         Deferred income taxes     (1,493)   1,016   (2,915)   2,452
         Change in accounts
          receivable                2,142    2,707   (4,443)   4,127
         Change in deferred
          revenue                   2,819   (2,543)   3,570  (11,831)
         Changes in working
          capital                   4,596   (6,710)     891   (5,097)
         Deferred financing costs    (208)    (257)    (833)    (795)
         Adjustments for cash
          flows from discontinued
          operations                    -    1,867     (519)  (2,263)
         Gain on discontinued
          operations                    -        -      611        -
         Deferred revenue
          adjustment                    -        -        -    1,524
   Adjusted EBITDA                $16,768  $18,646  $68,016  $62,518




                            DICE HOLDINGS, INC.
          NON-GAAP RECONCILIATIONS AND QUARTERLY SUPPLEMENTAL DATA
                               (Unaudited)
              (dollars in thousands except per customer data)

                                        For the three         For the
                                         months ended        year ended
                                         December 31,        December 31,
                                        2008     2007      2008      2007
  Reconciliation of GAAP Reported
   Revenue by Segment to Adjusted
   Revenue by Segment
  DCS Online:
     Reported Actual                  $25,634  $27,074  $107,329  $102,214
  DCS Online                           25,634   27,074   107,329   102,214

  eFinancialCareers:
     Reported Actual                    7,639    9,667    37,202    29,658
     Deferred Revenue Adjustment (1)        -        -         -       827
  eFinancialCareers                     7,639    9,667    37,202    30,485

  Other:
     Reported Actual                    2,244    2,773    10,478    10,478
     Deferred Revenue Adjustment (1)        -        -         -       697
  Other                                 2,244    2,773    10,478    11,175


  Consolidated:
     Reported Actual                  $35,517  $39,514  $155,009  $142,350
     Deferred Revenue Adjustment (1)        -        -         -     1,524
  Total Adjusted Revenue              $35,517  $39,514  $155,009  $143,874

  Percentage of Adjusted Revenue
   by Segment
  DCS Online                             72.2%    68.5%     69.2%     71.0%
  eFinancialCareers                      21.5%    24.5%     24.0%     21.2%
  Other                                   6.3%     7.0%      6.7%      7.8%
                                        100.0%   100.0%    100.0%    100.0%

  Sales and Marketing Expense         $11,868  $12,947   $57,019   $53,427
  Sales and Marketing Expense as a
   Percentage of:

     Actual Revenue                      33.4%    32.8%     36.8%     37.5%
     Adjusted Revenue                    33.4%    32.8%     36.8%     37.1%

  Adjusted EBITDA                     $16,768  $18,646   $68,016   $62,518
  Adjusted EBITDA Margin                 47.2%    47.2%     43.9%     43.5%

  Dice.com Recruitment Package
   Customers
  Beginning of period                   8,800    9,000     8,700     7,600
  End of period                         7,600    8,700     7,600     8,700

  Dice.com Average Monthly Revenue per
   Recruitment Package Customer (2)      $853     $852      n.a.      n.a.

  Net cash provided by operating
   activities                          $4,402  $16,878   $54,176   $55,652
  Purchases of fixed assets              (928)    (949)   (3,971)   (3,527)
  Free Cash Flow                       $3,474  $15,929   $50,205   $52,125

  Deferred Revenue (end of period)    $40,758  $46,230      n.a.      n.a.

  Segment Definitions:
  DCS Online:  Dice.com and ClearanceJobs
  eFinancialCareers:  eFinancialCareers worldwide, excluding North America
  Other:  eFinancialCareers (North America), Targeted Job Fairs,
  JobsintheMoney

  (1) Deferred revenue adjustments are related to deferred revenue written
      off in application of purchase accounting.  See discussion at
      "Supplemental Information and Non-GAAP Reconciliations."
  (2) Reflects simple average of three months in each quarterly period.





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