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Dice Holdings, Inc. Reports Fourth Quarter and Full Year 2012 Results

    Dice Holdings, Inc. Reports Fourth Quarter and Full Year 2012 Results

-- Revenues totaled $52.7 million in the fourth quarter; including $4.7
million from the Slashdot Media acquisition

-- Net income totaled $9.0 million in the fourth quarter, resulting in diluted
earnings per share of $0.15

-- Adjusted EBITDA was 37% of revenue or $19.5 million in the fourth quarter
(see "Notes Regarding the Use of Non-GAAP Financial Measures")

-- Deferred revenue totaled $69.4 million at year end, a 14% increase from
December 31, 2011

-- Cash flows from operations increased 13% to $10.1 million for the quarter
ended December 31, 2012

-- The Company today unveiled its Open Web™ technology, which taps the social
web creating the most efficient way to find and recruit technology
professionals

PR Newswire

NEW YORK, Jan. 30, 2013

NEW YORK, Jan.30, 2013 /PRNewswire/ --Dice Holdings, Inc. (NYSE: DHX), a
leading provider of specialized websites for professional communities, today
reported financial results for the quarter and year ended December31, 2012.

Revenues for the quarter ended December31, 2012 totaled $52.7 million, an
increase of 11% from $47.4 million in the comparable quarter of 2011.
Excluding the acquisition of Slashdot, SourceForge and Freecode (now
collectively known as Slashdot Media), revenues were $48.1 million in the
fourth quarter.

Operating expenses increased 24% year-over-year for the fourth quarter to
$38.1 million. The primary reasons for the increase are the inclusion of
Slashdot Media, as well as continued investments in marketing and product
development.

The Company today unveiled its new metasearch tool, Open Web, which mines
publicly available information on approximately 50 social and professional
networks and billions of web pages to create an aggregated or "super" profile
of a candidate's professional experience, contributions, history and
capabilities, as well as their passions and interests. Open Web, currently in
beta in the Dice.com service, creates a more complete picture of available
tech talent than can be found using any one source, while complementing Dice's
current resume database, employment branding and job postings. The company
anticipates expanding Open Web to its other key career sites during 2013.

Net income for the quarter ended December31, 2012 totaled $9.0 million,
resulting in diluted earnings per share of $0.15 for the fourth quarter of
2012.

Net cash provided by operating activities increased 13% to $10.1 million for
the quarter ended December31, 2012, as compared to $9.0 million for the
quarter ended December 31, 2011.

Adjusted EBITDA for the quarter ended December31, 2012 totaled $19.5 million
or 37% of Revenues. See "Notes Regarding the Use of Non-GAAP Financial
Measures."

Operating Segment Results

For the quarter ended December31, 2012, Tech & Clearance segment revenues
increased 19% year-over-year to $37.1 million, or 70% of Dice Holdings'
consolidated revenues. The acquisition of Slashdot Media added $4.7 million
to Tech & Clearance revenues. Throughout the fourth quarter of 2012,
recruitment activity remained steady in our Dice.com service, with revenues
increasing 4% year-over-year, as a result of the combination of growth in
average customers served and growth in the monthly revenues those customers
generate. In addition, ClearanceJobs' revenues grew 7% year-over-year.

Finance segment revenues for the fourth quarter of 2012 decreased 17%
year-over-year to $9.2 million. Currency translation from pound sterling to
U.S. dollars favorably impacted revenues in the fourth quarter of 2012 by $0.2
million, as compared to the fourth quarter of 2011. Recruitment activity in
financial services continues to be challenging particularly in Continental
Europe and the UK; however, fourth quarter renewal activity was as generally
expected, with stronger results seen in direct hiring companies, than in
recruiting and staffing agencies.

The Energy segment grew 26% year-over-year to contribute $5.3 million in
revenues in the quarter ended December31, 2012, accounting for 10% of
consolidated revenues, driven by strong, double-digit revenue increases in
career center, advertising and data services businesses.

Other segment revenues increased 20% year-over-year to $1.1 million for the
quarter ended December31, 2012 from the comparable 2011 period, driven by
year-over-year increases in revenues of 27% and 12% at Health Callings
(formerly known as AllHealthcareJobs) and Targeted Job Fairs, respectively.

Full Year Operating Results

Revenues for the year ended December31, 2012 increased 9% to $195.4 million,
as compared to $179.1 million in 2011. The increase was primarily driven by
higher recruitment activity in our Dice.com and Rigzone services, as well as
the inclusion of $5.4 million in Slashdot Media revenues from the date of
acquisition. Currency translation from pound sterling to U.S. dollars
negatively impacted revenues for the year ended December31, 2012 by $0.4
million from 2011.

By segment, Tech & Clearance revenues increased 16% to $133.4 million for the
year ended December31, 2012. In the same period, the Finance segment
contributed revenues of $38.4 million, a decrease of 15% from the year ended
December31, 2011. Energy segment revenues increased 23% to $19.1 million.
Other revenues increased 27% to $4.5 million.

Net income for the year ended December31, 2012 increased 12% to $38.1
million, as compared to $34.1 million for the year ended December31, 2011.
For the year ended December 31, 2012, diluted earnings per share increased 20%
to $0.59 per share, as compared to $0.49 per share in the previous year.

For the year ended December31, 2012, net cash provided by operating
activities totaled $54.7 million. Adjusted EBITDA for the year ended
December31, 2012 was $77.4 million. See "Notes Regarding the Use of Non-GAAP
Financial Measures."

Balance Sheet

Deferred revenue at December31, 2012 was $69.4 million compared to $60.9
million at December31, 2011 and $66.1 million at September30, 2012. The 14%
year-over-year increase was primarily driven by increases in our Dice.com and
Rigzone services. The acquisition of Slashdot Media added approximately $2.0
million. Excluding the acquisition's contribution, deferred revenue at
December31, 2012 grew 11% from the end of 2011.

Net Debt, defined as total debt less cash and cash equivalents and
investments, was $3.8 million at December31, 2012, consisting of total debt
of $46.0 million minus $42.2 million of cash and cash equivalents. This
compares to Net Cash, defined as cash and cash equivalents and investments
less total debt, of $8.0 million at September30, 2012, consisting of cash and
cash equivalents and investments of $50.0 million minus total debt of $42.0
million.

In October 2012, the Company acquired WorkDigital Ltd., a UK-based technology
company focused on the recruitment industry. The purchase price consisted of
$10.0 million in cash, plus deferred payments totaling up to $10.0 million in
the aggregate payable based on the delivery of certain products and the
achievement of certain milestones during 2013 and 2014. For the quarter ended
December 31, 2012, the acquisition had no impact on Revenues and an
unfavorable impact on Adjusted EBITDA of $0.3 million. See "Notes Regarding
the Use of Non-GAAP Financial Measures."

Share Repurchases

During the fourth quarter of 2012, the Company purchased 1,348,343 shares of
its common stock on the open market pursuant to its stock repurchase plan at
an average cost of $8.60 per share, for a total cost of approximately $11.6
million. During the year ended December31, 2012, the Company purchased
7,748,689 shares of its common stock on the open market pursuant to its stock
repurchase plans at an average cost of $8.85 per share, for a total of
approximately $68.6 million.

The Company's Board of Directors has authorized the purchase of up to $50
million of its common stock. The new authorization is effective upon the
completion of the existing $65 million program and will be in effect for one
year. Under the plan, management has discretion in determining the conditions
under which shares may be purchased from time to time.

Repurchases will be made in accordance with applicable securities laws in the
open market or in privately negotiated transactions. Depending on acquisition
opportunities, market conditions and other factors, these repurchases may
commence or cease from time to time without prior notice.

Management Comments

"It's great to finally unveil our new technology, Open Web, which delivers a
more efficient way for our customers to reach talent. This capability
combined with our advertising, branding and resume databases creates a truly
comprehensive online recruiting service," said Scot Melland, Chairman,
President & Chief Executive Officer of Dice Holdings, Inc. "Since releasing
Open Web at the end of the year, the feedback is very encouraging and we're
moving to accelerate the pace of change across our sites."Mr. Melland added,
"Despite modest economic growth and continued low turnover levels, our sales
performance has improved and our specialized approach continues to create
meaningful value for employers, recruiters and advertisers. As such, we will
be focusing our efforts on reaching out to new customers, increasing reach and
engagement within our communities, expanding our international opportunities
and capitalizing on our exciting, new Open Web technology."

"Our fourth quarter financial performance clearly demonstrates the initial
benefits from our strategic actions and operational changes we initiated in
2012 - most notably the accelerating growth in our Deferred Revenue. Looking
ahead, we expect to see recruitment activity continue to vary by industry and
region, with lower activity in financial services and relative strength in
tech and energy," said Michael Durney, SVP, Finance and Chief Financial
Officer. "We will continue to refine and improve our global operations and
capabilities during the year. Our priorities are clear -additional
investments in product development and marketing to support our Open Web
products, leveraging our media business to further boost growth, and pursuing
additional market opportunity."

Open Web

To learn more about Open Web, visit dice.com/openweb.

Business Outlook

The Company is providing a current, point-in-time view of estimated financial
performance based on what it sees as of January30, 2013 for the quarter
ending March 31, 2013 and the year ending December31, 2013. The Company's
actual performance will vary based on a number of factors including those that
are outlined in the Company's Annual Report on Form 10-K for the year ended
December31, 2011 in the sections entitled "Risk Factors," "Forward-Looking
Statements" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations." In addition, for a description of Adjusted EBITDA
as used below, see "Notes Regarding the Use of Non-GAAP Financial Measures."

                                    Quarter ending Year ending

                                    March 31, 2013 December 31, 2013
Revenues                            $50.5 mm       $217 mm
Year/Year Increase in Revenues      9%             11%
Estimated Contribution by Segment
Tech & Clearance                    71%            71%
Finance                             17%            16%
Energy                              10%            11%
Other                               2%             2%
Adjusted EBITDA                     $16 mm         $80 mm
Depreciation and amortization       $3.0 mm        $11.5 mm
Non-cash stock compensation expense $1.7 mm        $ 7.0 mm
Interest expense, net               $0.4 mm        $ 1.5 mm
Income taxes                        $3.9 mm        $21.6 mm
Net income                          $7.0 mm        $38.4 mm
Adjusted EBITDA Margin              32%            37%
Fully diluted share count           61 mm          61 mm



Conference Call Information

The Company will host a conference call to discuss fourth quarter and full
year 2012 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
866-831-6270 or for international callers by dialing 617-213-8858; the
passcode is 20918879. 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 15199941. The replay will be available until
February 6, 2013.

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

Investor & Media Contact:

Jennifer Bewley
Vice-President, Investor Relations & Corporate Communications
Dice Holdings, Inc.
212-448-4181
IR@dice.com

About Dice Holdings, Inc.

Dice Holdings, Inc. (NYSE: DHX) is a leading provider of specialized websites
for professional communities, including technology and engineering, financial
services, energy, healthcare, 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 20 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, Asia and Australia.

Notes Regarding the Use of Non-GAAP Financial Measures

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 similarly titled 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,
and other non-recurring income or expense ("Adjusted EBITDA"), free cash flow,
net cash 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
Credit Agreement, represents net income plus (to the extent deducted in
calculating such net income interest expense, income tax expense, depreciation
and amortization, non-cash stock option expenses, losses resulting from
certain dispositions outside the ordinary course of business, certain
writeoffs in connection with indebtedness, impairment charges with respect to
long-lived assets, expenses incurred in connection with an equity offering,
extraordinary or non-recurring non-cash expenses or losses, transaction costs
in connection with the Credit Agreement up to $250,000, deferred revenues
written off in connection with acquisition purchase accounting adjustments,
writeoff of non-cash stock compensation expense, and business interruption
insurance proceeds, minus (to the extent included in calculating such net
income) non-cash income or gains, interest income, and any income or gain
resulting from certain dispositions outside the ordinary course of business.

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 Adjusted EBITDA because covenants in our Credit Agreement contain
ratios based on this measure. Our Credit Agreement 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 Credit Agreement that are based
on Adjusted EBITDA may be violated and could cause a default and acceleration
of payment obligations under our Credit Agreement.

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 adding
back the portion of payment of Rigzone acquisition contingency included in
operating activities on the cash flows statement 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 includes cash used for capital expenditures during the
period and is adjusted for acquisition related payments within operating cash
flows.

Net Cash/Net Debt

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

Forward-Looking Statements

This press release and oral statements made from time to time by our
representatives 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 without limitation
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 in the highly competitive market 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, 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 in the Company's filings with the Securities and Exchange
Commission, all of which are available on the Investor Relations page of our
website at www.diceholdingsinc.com, including the Company's Annual Report on
Form 10-K for the fiscal year ended December31, 2011, under the headings
"Risk Factors," "Forward-Looking Statements" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

You should keep in mind that any forward-looking statement made by the Company
or its representatives 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.

DICE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands except per share amounts)
                                    For the three months  For the year ended
                                    ended December 31,    December 31,
                                    2012        2011      2012       2011
Revenues                            $  52,738   $ 47,356  $ 195,363  $ 179,130
Operating expenses:
Cost of revenues                    5,132       3,408     15,687     13,024
Product development                 5,975       2,846     16,225     10,316
Sales and marketing                 16,232      14,465    65,033     59,111
General and administrative          7,410       5,977     27,163     23,804
Depreciation                        1,626       1,325     5,657      4,739
Amortization of intangible assets   1,700       2,658     6,654      10,062
Change in acquisition related       48          (29)      48         3,127
contingencies
Total operating         38,123      30,650    136,467    124,183
expenses
Operating income                    14,615      16,706    58,896     54,947
Interest expense                    (383)       (327)     (1,314)    (1,446)
Deferred financing cost write-off   —           —         (765)      —
Interest income                     11          20        83         112
Other expense                       (62)        (124)     (62)       (124)
Income before income taxes          14,181      16,275    56,838     53,489
Income tax expense                  5,168       5,815     18,751     19,389
Net income                          $  9,013    $ 10,460  $ 38,087   $ 34,100
Basic earnings per share            $  0.15     $ 0.16    $ 0.62     $ 0.52
Diluted earnings per share          $  0.15     $ 0.15    $ 0.59     $ 0.49
Weighted average basic shares       58,148      65,219    61,192     65,809
outstanding
Weighted average diluted shares     61,550      68,382    64,604     70,053
outstanding





DICE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
                                      For the three months  For the year ended
                                      ended December 31,    December 31,
                                      2012        2011      2012      2011
Cash flows from operating activities:
 Net income                       $  9,013    $ 10,460  $ 38,087  $ 34,100
Adjustments to reconcile net income
to net cash flows from operating
activities:
 Depreciation                     1,626       1,325     5,657     4,739
 Amortization of intangible       1,700       2,658     6,654     10,062
assets
 Deferred income taxes            (1,863)     1,371     (4,406)   (474)
 Amortization of deferred         52          115       315       461
financing costs
 Write-off of deferred financing  —           —         765       —
costs
 Share based compensation         1,509       1,290     6,130     4,676
 Change in acquisition related    (48)        (29)      (48)      3,127
contingencies
 Change in accrual for            100         25        (1,367)   (525)
unrecognized tax benefits
Changes in operating assets and
liabilities:
 Accounts receivable              (7,110)     (3,947)   (3,253)   (3,730)
 Prepaid expenses and other       (335)       337       (835)     (557)
assets
 Accounts payable and accrued     1,519       369       544       176
expenses
 Income taxes receivable/payable  911         (1,939)   776       5,290
 Deferred revenue                 3,060       1,484     5,581     11,672
 Payment of Rigzone acquisition   —           (4,660)   —         (4,660)
contingency
 Other, net                       10          127       61        137
Net cash flows from operating         10,144      8,986     54,661    64,494
activities
Cash flows from investing activities:
 Payments for acquisitions        (9,800)     —         (30,800)  —
 Purchases of fixed assets        (1,871)     (2,457)   (5,902)   (7,776)
 Purchases of investments         (6)         —         (1,744)   (4,988)
 Maturities and sales of          1,502       —         4,507     2,150
investments
Net cash flows from investing         (10,175)    (2,457)   (33,939)  (10,614)
activities
Cash flows from financing activities:
 Payments on long-term debt       —           (1,000)   (23,500)  (26,000)
 Proceeds from long-term debt     4,000       —         54,500    —
 Proceeds from sale of common     —           —         —         11,943
stock
 Purchase of treasury stock       —           —         —         (11,943)
related to option exercises
 Payments under stock repurchase  (11,380)    (12,008)  (68,220)  (19,462)
plan
 Payment of acquisition related   —           (8,050)   (1,557)   (8,280)
contingencies
 Proceeds from stock option       1,155       113       2,474     4,556
exercises
 Purchase of treasury stock       (20)        —         (423)     (171)
related to vested restricted stock
 Excess tax benefit over book     77          318       998       7,762
expense from stock options exercised
 Financing costs paid             —           —         (1,101)   —
Net cash flows from financing         (6,168)     (20,627)  (36,829)  (41,595)
activities
Effect of exchange rate changes       (110)       (171)     883       (78)
Net change in cash and cash           (6,309)     (14,269)  (15,224)  12,207
equivalents for the period
Cash and cash equivalents, beginning  46,322      69,506    55,237    43,030
of period
Cash and cash equivalents, end of     $  40,013   $ 55,237  $ 40,013  $ 55,237
period



DICE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands)
ASSETS                                    December31, 2012  December31, 2011
Current assets
 Cash and cash equivalents                $    40,013        $    55,237
 Investments                              2,201              4,983
 Accounts receivable, net                 29,030             20,684
 Deferred income taxes - current          1,609              509
 Prepaid and other current assets         3,084              2,190
          Total current assets            75,937             83,603
Fixed assets, net                         11,158             8,726
Acquired intangible assets, net           62,755             56,471
Goodwill                                  202,944            176,365
Deferred financing costs, net             1,078              957
Other assets                              358                256
          Total assets                    $    354,230       $    326,378
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
 Accounts payable and accrued expenses    $    16,552        $    14,599
 Deferred revenue                         69,404             60,887
 Current portion of acquisition related   4,926              1,557
 contingencies
 Current portion of long-term debt        —                  4,000
 Income taxes payable                     3,817              2,929
          Total current liabilities       94,399             83,972
Long-term debt                            46,000             11,000
Deferred income taxes - non-current       14,414             17,167
Accrual for unrecognized tax benefits     2,502              3,869
Acquisition related contingencies         4,830              —
Other long-term liabilities               1,147              1,154
          Total liabilities               163,592            117,162
Total stockholders' equity                190,638            209,216
          Total liabilities and           $    354,230       $    326,378
          stockholders' equity

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 statement
of operations and statement of cash flows for the quarters and years ended
December31, 2012 and 2011 and a balance sheet as of December31, 2012 and
December 31, 2011 are provided elsewhere in this press release. Supplemental
schedules provided include:

Quarterly Adjusted EBITDA Reconciliation

A reconciliation of Adjusted EBITDA for the quarters and years ended
December31, 2012 and 2011 is provided. This information provides the reader
with the information we believe is necessary to analyze the Company.

Non-GAAP and Quarterly Supplemental Data

On this schedule, the Company provides certain non-GAAP information as of and
for the quarters and years ended December31, 2012 and 2011 that we believe is
useful to understanding the business operations of the Company.

DICE HOLDINGS, INC.
QUARTERLY ADJUSTED EBITDA RECONCILIATIONS
(Unaudited)
(in thousands)
                                 For the three months       For the year ended
                                 ended                      December 31,
                                 December 31,
                                 2012          2011         2012      2011
Reconciliation of Net Income to
Adjusted EBITDA:
Net income                       $  9,013      $  10,460    $ 38,087  $ 34,100
      Interest expense           383           327          1,314     1,446
      Deferred financing cost    —             —            765       —
      write-off
      Interest income            (11)          (20)         (83)      (112)
      Income tax expense         5,168         5,815        18,751    19,389
      Depreciation               1,626         1,325        5,657     4,739
      Amortization of intangible 1,700         2,658        6,654     10,062
      assets
      Change in acquisition      48            (29)         48        3,127
      related contingencies
      Non-cash stock             1,509         1,290        6,130     4,676
      compensation expense
      Other                      46            168          62        124
Adjusted EBITDA                  $  19,482     $  21,994    $ 77,385  $ 77,551
Reconciliation of Operating Cash
Flows to Adjusted EBITDA:
Net cash provided by operating   $  10,144     $  8,986     $ 54,661  $ 64,494
activities
      Interest expense           383           327          1,314     1,446
      Amortization of deferred   (52)          (115)        (315)     (461)
      financing costs
      Interest income            (11)          (20)         (83)      (112)
      Income tax expense         5,168         5,815        18,751    19,389
      Deferred income taxes      1,863         (1,371)      4,406     474
      Change in accrual for      (100)         (25)         1,367     525
      unrecognized tax benefits
      Change in accounts         7,110         3,947        3,253     3,730
      receivable
      Change in deferred revenue (3,060)       (1,484)      (5,581)   (11,672)
      Payment of Rigzone         —             4,660        —         4,660
      acquisition contingency
      Changes in working capital (1,963)       1,274        (388)     (4,922)
      and other
Adjusted EBITDA                  $  19,482     $  21,994    $ 77,385  $ 77,551





DICE HOLDINGS, INC.
NON-GAAP AND QUARTERLY SUPPLEMENTAL DATA
(Unaudited)
(dollars in thousands except per customer data)
                             For the three months ended   For the year ended
                             December 31,                 December 31,
                             2012            2011         2012       2011
Revenues by Segment
Tech & Clearance (1)         $    37,097     $  31,086    $ 133,375  $ 115,011
Finance                      9,232           11,130       38,373     44,970
Energy                       5,331           4,245        19,144     15,622
Other                        1,078           895          4,471      3,527
                             $    52,738     $  47,356    $ 195,363  $ 179,130
Percentage of Revenues by
Segment
Tech & Clearance             70.4%           65.6%        68.3%      64.2%
Finance                      17.5%           23.5%        19.6%      25.1%
Energy                       10.1%           9.0%         9.8%       8.7%
Other                        2.0%            1.9%         2.3%       2.0%
                             100.0%          100.0%       100.0%     100.0%
Adjusted EBITDA              $    19,482     $  21,994    $ 77,385   $ 77,551
Adjusted EBITDA Margin       36.9%           46.4%        39.6%      43.3%
Calculation of Free Cash
Flow
Net cash provided by         $    10,144     $  8,986     $ 54,661   $ 64,494
operating activities
Add: Portion of payment of
Rigzone acquisition          —               4,660        —          4,660
contingency included in
operating activities
Purchases of fixed assets    (1,871)         (2,457)      (5,902)    (7,776)
Free Cash Flow               $    8,273      $  11,189    $ 48,759   $ 61,378
Deferred Revenue (end of     $    69,404     $  60,887    n.a.       n.a.
period)
Dice.com Recruitment Package
Customers
Beginning of period          8,650           8,250        8,100      7,000
End of period                8,400           8,100        8,400      8,100
Average for the period (2)   8,600           8,300        8,600      7,900
Dice.com Average Monthly
Revenue per
                             $    986        $  951       $ 972      $ 927
 Recruitment Package
Customer (3)
Segment Definitions:
Tech & Clearance: Dice.com, ClearanceJobs and Slashdot Media (since date of
acquisition, September 2012)
Finance: eFinancialCareers worldwide
Energy: Rigzone and WorldwideWorker (combined in January 2012)
Other: Health Callings, Targeted Job Fairs and WorkDigital (since date of
acquisition, October 2012)
(1) Includes $4.7 million and $5.4 million of Slashdot Media revenue for the
fourth quarter and full year 2012, respectively.
(2) Reflects the daily average of recruitment package customers during the
period.
(3) Reflects simple average of three months in each period.



SOURCE Dice Holdings, Inc.

Website: http://www.diceholdingsinc.com
 
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