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Press Release
Dice Holdings, Inc. Reports Fourth Quarter & Full Year 2007 Results

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  • Revenues increased 49% to $39.5 million
  • Operating income grew 76% to $9.4 million, including the impact of a $2.9 million non-cash impairment charge for JobsintheMoney.com intangible assets
  • Income from continuing operations increased 60% to $3.7 million or $0.06 per diluted share
  • Cash flow from operations grew 55% to $16.5 million
  • Adjusted EBITDA totaled $18.6 million, increasing 56% (See "Notes Regarding the Use of Non-GAAP Financial Measures")

NEW YORK, Feb 06, 2008 /PRNewswire-FirstCall via COMTEX News Network/ -- 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, 2007.

Fourth Quarter Operating Results

Total revenues for the quarter ended December 31, 2007 increased 49% to $39.5 million versus $26.6 million in the comparable quarter of 2006. The revenue increase was driven by eFinancialCareers performance, including the impact of a full quarter of ownership in 2007, and by increases at Dice.com primarily as a result of a greater number of recruitment package customers. Pro forma total revenues for the fourth quarter of 2006 would have been $28.6 million, and the year over year increase would have been 38%, had Dice Holdings owned the eFinancialCareers businesses during the entire period.

Operating income for the quarter ended December 31, 2007 increased $4.0 million to $9.4 million, an increase of 76% from the comparable period in 2006. The increase in operating income was due to higher revenues and greater operating leverage at Dice.com and eFinancialCareers, partially offset by a $2.9 million non-cash impairment charge related to the intangible assets of JobsintheMoney.com, which was acquired as part of the eFinancialCareers transaction in October 2006. See "Recent Developments" for additional detail.

Income from continuing operations for the current quarter was $3.7 million, an increase of $1.4 million from $2.3 million generated in the fourth quarter of 2006. Earnings per diluted share from continuing operations were $0.06 for the current quarter, which includes a $0.03 per diluted share negative impact, net of tax, from the non-cash impairment charge.

Net cash provided by operating activities for the quarter ended December 31, 2007 was $16.5 million, compared with $10.6 million in the fourth quarter last year.

Adjusted EBITDA for the fourth quarter of 2007 was $18.6 million, compared with $12.0 million for the fourth quarter of 2006 an increase of 56%. See "Notes Regarding the Use of Non-GAAP Financial Measures."

Operating Segment Results

For the fourth quarter of 2007, DCS Online revenues were $27.1 million or 68.5% of Dice Holdings' consolidated revenues, representing a 20% increase over the comparable 2006 quarter. Growth was driven by a greater number of recruitment package customers and an increase in average revenue per recruitment package customer at Dice.com. A strong increase in revenue at ClearanceJobs.com also contributed. Within the segment, Dice.com represented a significant majority of total revenues for the period.

Representing the Company's international operations, eFinancialCareers revenues for the fourth quarter of 2007 were $9.7 million or 24.5% of Dice Holdings' consolidated revenues. Pro forma revenues for the fourth quarter of 2006 would have been $4.5 million for this segment had Dice Holdings owned eFinancialCareers during that entire period.

The other businesses operated by Dice Holdings, which include the eFinancialCareers operations within the United States, JobsintheMoney.com, and Targeted Job Fairs, are reported in the Other category. Other revenues were $2.8 million in the fourth quarter versus $1.1 million for the comparable period in 2006. Pro forma revenues for the fourth quarter of 2006 would have been $1.6 million for this segment had Dice Holdings owned the eFinancialCareers businesses during that entire period.

Full Year Operating Results

Total revenues for the year ended December 31, 2007 were $142.4 million, compared to $83.4 million in the previous year. The 71% increase was driven by growth in recruitment package customers and average revenue per recruitment package customer at Dice.com, as well as the addition of the eFinancialCareers businesses. Pro forma total revenues for the year ended December 31, 2006 would have been $101.4 million had Dice Holdings owned the eFinancialCareers businesses during all of 2006.

By segment, DCS Online revenues increased 32% to $102.2 million for the year ended December 31, 2007, while eFinancialCareers contributed revenues of $29.7 million. Other revenues for the year increased to $10.5 million from $3.2 million in the comparable period of 2006. Pro forma revenues for the year ended December 31, 2006 would have been $16.5 million for the eFinancialCareers segment and $7.6 million for the Other segment had the company owned the eFinancialCareers businesses during all of 2006.

Operating income for the year ended December 31, 2007 increased 79% to $32.0 million from $17.9 million for the previous year. Net income for the full year 2007 was $15.5 million compared with $6.8 million for the full year 2006.

For the year ended December 31, 2007, net cash provided by operating activities was $59.6 million, compared with $38.9 million for the same period last year.

Adjusted EBITDA for the year ended December 31, 2007 increased 68% to $62.5 million, compared with $37.1 million in 2006. See "Notes Regarding the Use of Non-GAAP Financial Measures."

Balance Sheet

Deferred revenue at December 31, 2007 was $46.2 million compared to $34.4 million at December 31, 2006. The 34% increase is primarily attributable to serving a greater number of recruitment package customers at Dice together with a higher percentage of those customers under annual contract than at December 31, 2006.

Net debt, defined as total debt less cash and cash equivalents and marketable securities, was $66.7 million at December 31, 2007, consisting of total debt of $124.4 million minus cash and cash equivalents and marketable securities of $57.7 million. This compares to a net debt balance of $81.2 million at September 30, 2007, consisting of total debt of $124.7 million minus cash and cash equivalents and marketable securities of $43.5 million.

Recent Developments

In September 2007, the Company launched a redesigned JobsintheMoney website with an expectation that, together with an increase in marketing, its overall performance for employers, recruiters, and finance and accounting professionals would improve. While the functionality of the website has improved, to date there has been no subsequent measurable improvement in financial performance. Therefore, intangible assets related to JobsintheMoney.com were reduced by $2.9 million to zero.

On January 28, 2008, Dice India Holdings transferred its equity stake in the CyberMedia Dice joint venture to an affiliate of Cyber Media. CyberMedia Dice results were previously reported in the Other segment. As of December 31, 2007, CyberMedia Dice was considered held for sale; therefore, results from operations, assets and liabilities from the joint venture are now classified as a discontinued operation and all historical periods have been recast.

Management Comments

Scot Melland, Chairman, President and Chief Executive Officer, stated "Our fourth quarter provided a solid finish to the year marked by strong revenue and profit growth in each of our key operating segments. eFinancialCareers worldwide delivered its strongest quarter of the year as customers continue to discover the value of recruiting financial services professionals using our service. Overall, despite a challenging market environment, our results underscore our view that the long-term global opportunity for our business is unchanged. In 2008, we plan to continue executing our three-pronged strategic plan to further build professional communities organically, globally and by acquisition."

Mike Durney, Senior Vice President, Finance and Chief Financial Officer, added "The breadth of contribution to our fourth quarter results across our key operating segments continues to illustrate how effectively our business model operates for both our users and our Company. At Dice, we had on average 17% more recruitment package customers than a year ago and at year end more than 80% of those customers are under annual contract. During the quarter, we marked the one-year anniversary of the eFinancialCareers acquisition with flat-out excellent results worldwide including some nice growth from our newer markets." Mr. Durney continued, "Company-wide, the fourth quarter is historically our strongest in EBITDA terms and 2007 was no exception, with a 47% adjusted EBITDA margin. Finally, we continue to generate significant amounts of cash, while we invest to grow."

Business Outlook

As of February 6, 2008, the Company anticipates the following financial performance for the quarter ending March 31, 2008 and full year 2008:



                                          Quarter ending        Fiscal Year
                                          March 31, 2008           2008
    Total Revenue                         $39.0 - 40.5 mm      $161 - 173 mm

    Estimated Contribution by Segment
    DCS Online                            $27.0 - 28.0 mm      $110 - 117 mm
    eFinancialCareers                       $9.0 - 9.3 mm        $39 - 42 mm
    Other                                   $3.0 - 3.2 mm        $12 - 14 mm

    Sales & Marketing expense             $16.0 - 16.5 mm        $63 - 65 mm


    Adjusted EBITDA                       $15.5 - 16.5 mm        $68 - 76 mm


    Depreciation and amortization           $5.5 - 5.6 mm        $22 - 23 mm
    Non-cash stock compensation expense     $1.4 - 1.5 mm          $6 - 7 mm
    Interest expense, net                   $2.4 - 2.5 mm         $9 - 10 mm
    Income taxes                            $2.6 - 3.1 mm        $13 - 16 mm

    Income from continuing operations       $3.7 - 4.5 mm        $20 - 25 mm

    Adjusted EBITDA Margin                       40 - 41%           42 - 44%

    Fully diluted share count                  66 - 68 mm         67 - 70 mm


Note: Excludes the impact of CyberMedia Dice which has been recast as a discontinued operation.

Conference Call Information

The Company will host a conference call to discuss fourth quarter results today at 5:00 p.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- 202-4683 or for international callers by dialing 617-213-8846; the participant passcode is 51706339. 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 54053410. The replay will be available until February 20, 2008. 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 17 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 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 share 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 charges or expenses, and to add back the deferred revenues written off in connection with the Dice Inc. acquisition and 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.

Pro Forma Adjusted EBITDA

Pro Forma Adjusted EBITDA is defined as Adjusted EBITDA (as defined above) with an addition for the Adjusted EBITDA of eFinancialCareers, as though we owned the business for all periods presented. We believe Pro Forma Adjusted EBITDA is an important non-GAAP measure as it provides a basis for comparing the current period performance against prior periods.

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 periodic reports and our Registration Statement on Form S-1, as amended, under the headings "Risk Factors," "Forward-Looking Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" 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,
                                         2007      2006      2007     2006

    Revenues                            $39,514   $26,562  $142,350  $83,400

    Operating expenses:
         Cost of revenues                 2,431     1,405     8,647    4,628
         Product development              1,047       887     4,188    2,359
         Sales and marketing             12,947    10,263    53,427   33,456
         General and administrative       5,621     3,724    19,193   10,263
         Depreciation                       823       535     2,971    1,699
         Amortization of intangible
          assets                          4,389     4,415    19,051   13,092
         Impairment of intangible
          assets                          2,879         -     2,879        -
              Total operating expenses   30,138    21,229   110,357   65,497
    Operating income                      9,376     5,333    31,993   17,903
    Interest expense                     (3,077)   (1,775)  (13,104)  (4,788)
    Interest income                         520       153     1,047      234
    Income from continuing operations
     before income taxes and
     minority interest                    6,819     3,711    19,935   13,349


    Income tax expense                    3,131     1,402     6,692    5,110
    Income from continuing operations     3,688     2,309    13,243    8,239

    Discontinued operations:
         Income (loss) from
          discontinued operations          (284)   (1,680)   (1,584)  (2,767)
         Income tax benefit (expense)
          from discontinued operations   (1,329)      636     3,981    1,010
         Minority interest                 (255)       98      (134)     296
    Income (loss) from discontinued
     operations, net of tax              (1,868)     (946)    2,263   (1,461)


    Net income                            1,820     1,363    15,507    6,778
    Convertible preferred stock
     dividends                                -   (11,180) (107,718) (11,180)
    Income (loss) attributable to
     common stockholders                 $1,820   $(9,817) $(92,211) $(4,402)

    Basic earnings (loss) per share:

    From continuing operations            $0.06   $(96.21)   $(3.34) $(31.89)
    From discontinued operations          (0.03)   (10.26)     0.08   (15.86)
                                          $0.03  $(106.47)   $(3.26) $(47.75)

    Diluted earnings (loss) per share:

    From continuing operations            $0.06   $(96.21)   $(3.34) $(31.89)
    From discontinued operations          (0.03)   (10.26)     0.08   (15.86)
                                          $0.03  $(106.47)   $(3.26) $(47.75)

    Weighted average diluted shares
     outstanding                         65,769    55,601    61,416   59,873

    Note:  Results for 2007 and 2006 have been recast to reflect discontinued
    operations.


                               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,
                                         2007      2006      2007       2006

    Cash flows provided by operating
     activities:
           Net income                    $1,820    $1,363   $15,507    $6,778

    Adjustments to reconcile net income
     to net cash provided by
     operating activities:
           Depreciation                     823       535     2,971     1,699
           Amortization                   4,389     4,415    19,051    13,092
           Deferred income taxes          3,895       341     7,273     3,127
           Amortization of deferred
            financing costs                 257       116       795       352
           Share based compensation       1,180       743     4,100     1,467
           Impairment of intangible
            assets                        2,879         -     2,879         -
    Changes in operating assets and
     liabilities:
           Accounts receivable           (2,707)   (3,330)   (4,127)   (4,717)
           Prepaid expenses and other
            assets                           36       (82)   (1,266)      (45)
           Accounts payable and accrued
            expenses                       (223)     (270)     (906)      154
           Deferred revenue               2,543     5,743    11,831    16,168
           Other, net                     1,621     1,058     1,448       775



    Net cash provided by operating
     activities                          16,513    10,632    59,556    38,850


    Cash flows used for investing
     activities:
           Purchases of fixed assets       (949)     (588)   (3,521)   (2,649)
           Purchases of marketable
            securities                        -      (100)     (200)     (200)
           Maturities and sales of
            marketable securities           599       399       999       596
           Acquisition of eFinancial
            Group Limited                     -  (104,738)        -  (104,738)
           Proceeds from the sale of
            eFinancialNews Limited            -    41,560         -    41,560
           Amounts paid under Targeted
            Job Fairs acquisition agreement   -         -         -      (965)
           Other, net                         -         -       (32)        -

    Net cash used for investing
     activities                            (350)  (63,467)   (2,754)  (66,396)

    Cash flows provided by (used for)
     financing activities:
           Proceeds from long-term debt       -    77,000   113,000    77,000
           Payments on long-term debt      (300)  (10,000)  (77,600)  (37,000)
           Dividends paid on
            convertible preferred stock       -   (11,180) (107,718)  (11,180)
           Dividends paid on common stock     -         -      (180)        -
           Payments to holders of
            vested stock options              -         -    (4,602)        -
           Financing costs paid            (118)     (856)   (2,364)     (856)
           Proceeds from initial public
            offering                          -         -    81,003         -
           Payment of costs related to
            initial public offering      (1,447)        -    (2,884)        -
           Proceeds from stock option
            exercises                       203         -       292         -
           Other                              -         -      (175)        -

    Net cash provided by (used for)
     financing activities                (1,662)   54,964    (1,228)   27,964

    Net cash provided by (used for)
     operating activities of
     discontinued operations                353       932    (3,844)    2,002
    Net cash used for investing
     activities of discontinued
     operations                               -       (65)       (6)     (151)
    Net cash provided by (used for)
     discontinued operations                353       867    (3,850)    1,851

    Effect of exchange rate changes         (39)       91       115        91

    Net change in cash and cash
     equivalents for the period          14,815     3,087    51,839     2,360
    Cash and cash equivalents,
     beginning of period                 42,708     2,597     5,684     3,324

    Cash and cash equivalents, end of
     period                             $57,523    $5,684   $57,523    $5,684

    Note:  Results for 2007 and 2006 have been recast to reflect discontinued
    operations.



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


                  ASSETS                December 31, 2007  December 31, 2006
    Current assets
         Cash and cash equivalents                $57,525             $5,684
         Marketable securities                        150                944
         Accounts receivable, net of
          allowance for doubtful
          accounts of $1,312 and $795              19,112             14,962
         Deferred income taxes - current            9,864             14,000
         Prepaid and other current assets           2,582              1,162
         Current assets of discontinued
          operations                                  195              1,098

              Total current assets                 89,428             37,850

         Fixed assets, net                          5,768              5,160
         Acquired intangible assets, net           78,572            100,186
         Goodwill                                 159,773            156,440
         Deferred financing costs, net
          of accumulated amortization of
          $1,252 and $457                           3,541              1,972
         Other assets                                 673                122
         Non-current assets of
          discontinued operations                     135                597


              Total assets                       $337,890           $302,327



       LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities
         Accounts payable and accrued
          expenses                                $11,971            $11,534
         Deferred revenue                          46,230             34,383
         Current portion of long-term debt            750                -
         Other current liabilities                    -                  426
         Current liabilities of
          discontinued operations                   1,404              1,772

              Total current liabilities            60,355             48,115

         Long-term debt                           123,650             89,000
         Deferred income taxes - non- current      26,079             29,582
         Other long-term liabilities                7,468              1,295


              Total liabilities                   217,552            167,992


    Total stockholders' equity                    120,338            134,335


              Total liabilities and
               stockholders' equity              $337,890           $302,327



    Note:  Results for 2006 have been recast to reflect discontinued
    operations.


            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. Results for each quarter of 2006 and the first three quarters of 2007 have been recast to reflect discontinued operations. The supplemental schedules provided include:

Historical Quarterly Statement of Operations and Adjusted EBITDA Reconciliation

A quarterly statement of operations reflecting the results of each quarterly period for calendar year 2006 and 2007 is provided. This information provides the reader with the information necessary to analyze Dice Holdings, Inc. over the recent past.

Historical Quarterly Statement of Cash Flows and Free Cash Flow Reconciliation

A quarterly statement of cash flows reflecting the results of each quarterly period for calendar year 2006 and 2007 is provided. This information provides the reader with the information necessary to analyze Dice Holdings, Inc. over the recent past.

Quarterly Supplemental Data and Certain Non-GAAP Reconciliations

On this schedule, the Company provides certain non-GAAP information of each quarterly period for calendar year 2006 and 2007 that we believe is useful to understanding the business operations of the Company. A discussion of the significant sections is below:

Adjusted Pro Forma Revenues By Segment

Adjusted pro forma revenues by segment reflects historical revenues adjusted for the addition of deferred revenue that was previously written off as part of purchase accounting adjustments related to the Dice Inc. and eFinancialCareers acquisitions. In addition, the Company has made an addition for revenues of eFinancialCareers, as though we owned the business for all periods presented, in order to provide a comparable revenue basis.

Pro Forma Sales and Marketing Expense

Pro forma sales and marketing expense reflects historical sales and marketing expense adjusted for the addition of sales and marketing expenses for eFinancialCareers, as though we owned the business for all periods presented, in order to provide expense analysis comparable to our business operations today.



                               DICE HOLDINGS, INC.
                  HISTORICAL QUARTERLY STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                 (in thousands)

                                              Quarters              Full Year
                                 Q1 2006  Q2 2006  Q3 2006  Q4 2006   2006

    Revenues                     $16,056  $19,205  $21,577  $26,562  $83,400

    Operating expenses:
        Cost of revenues           1,089    1,016    1,118    1,405    4,628
        Product development          425      561      486      887    2,359
        Sales and marketing        7,055    7,960    8,178   10,263   33,456
        General and
         administrative            2,014    2,175    2,350    3,724   10,263
        Depreciation                 325      385      454      535    1,699
        Amortization of
         intangible assets         3,026    2,826    2,825    4,415   13,092
        Impairment of intangible
         assets                        -        -        -        -        -
            Total operating
             expenses             13,934   14,923   15,411   21,229   65,497
    Operating income               2,122    4,282    6,166    5,333   17,903
    Interest expense              (1,331)    (931)    (751)  (1,775)  (4,788)
    Interest income                   27       29       25      153      234
    Income from continuing
     operations before
     income taxes and minority
     interest                        818    3,380    5,440    3,711   13,349

    Income tax expense (benefit)     262    1,327    2,119    1,402    5,110

    Income from continuing
     operations                      556    2,053    3,321    2,309    8,239

    Discontinued operations:
        Income (loss) from
         discontinued operations    (368)    (326)    (393)  (1,680)  (2,767)
        Income tax benefit
         (expense) from
         discontinued operations      88      130      156      636    1,010
        Minority interest in net
         loss of subsidiary           53       77       68       98      296
    Income (loss) from
     discontinued operations,
     net of tax                     (227)    (119)    (169)    (946)  (1,461)


    Net income                      $329   $1,934   $3,152   $1,363   $6,778



    Note:  Results for 2006 and the first three quarters of 2007 have been
    recast to reflect discontinued operations.


                               DICE HOLDINGS, INC.
                  HISTORICAL QUARTERLY STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                 (in thousands)

                                              Quarters              Full Year
                                 Q1 2007  Q2 2007  Q3 2007  Q4 2007    2007

    Revenues                     $30,389  $34,358  $38,089  $39,514  $142,350

    Operating expenses:
        Cost of revenues           1,826    1,946    2,443    2,431     8,647
        Product development          980      982    1,178    1,047     4,188
        Sales and marketing       13,214   13,797   13,469   12,947    53,427
        General and
         administrative            3,949    4,410    5,213    5,621    19,193
        Depreciation                 619      702      827      823     2,971
        Amortization of
         intangible assets         5,228    4,773    4,661    4,389    19,051
        Impairment of intangible
         assets                        -        -        -    2,879     2,879
            Total operating
             expenses             25,816   26,610   27,791   30,138   110,357
    Operating income               4,573    7,748   10,298    9,376    31,993
    Interest expense              (2,347)  (4,293)  (3,387)  (3,077)  (13,104)
    Interest income                   74       82      371      520     1,047
    Income from continuing
     operations before
     income taxes and minority
     interest                      2,300    3,536    7,282    6,819    19,935

    Income tax expense (benefit)    (907)   1,689    2,779    3,131     6,692

    Income from continuing
     operations                    3,207    1,847    4,503    3,688    13,243

    Discontinued operations:
        Income (loss) from
         discontinued operations    (949)     109     (460)    (284)   (1,584)
        Income tax benefit
         (expense) from
         discontinued operations   5,619     (463)     154   (1,329)    3,981
        Minority interest in net
         loss of subsidiary            -      121        -     (255)     (134)
    Income (loss) from
     discontinued operations,
     net of tax                    4,670     (233)    (306)  (1,868)    2,263


    Net income                    $7,877   $1,613   $4,197   $1,820   $15,507


    Note:  Results for 2006 and the first three quarters of 2007 have been
    recast to reflect discontinued operations.



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

                                      Quarters                     Full Year
                         Q1 2006  Q2 2006 Q3 2006  Q4 2006           2006

    Reconciliation of
     Net Income to
     Adjusted EBITDA:
    Net income              $329   $1,934  $3,152   $1,363          $6,778
       Discontinued
        operations           227      119     169      946           1,461
       Interest income       (27)     (29)    (25)    (153)           (234)
       Interest expense    1,331      931     751    1,775           4,788
       Income tax expense
        (benefit)            262    1,327   2,119    1,402           5,110
       Depreciation          325      385     454      535           1,699
       Amortization of
        intangible assets  3,026    2,826   2,825    4,415          13,092
       Impairment of
        intangible assets      -        -       -        -               -
       Non-cash stock
        compensation
        expense              237      242     245      743           1,467
       Deferred revenue
        adjustment         1,202      650     189      926           2,967
    Adjusted EBITDA       $6,912   $8,385  $9,879  $11,952         $37,128

    Reconciliation of
     Operating Cash Flows
     to Adjusted EBITDA:
    Net cash provided by
     operating activities $9,425  $10,394  $8,399  $10,632         $38,850
       Interest expense    1,331      931     751    1,775           4,788
       Interest income       (27)     (29)    (25)    (153)           (234)
       Income tax expense
        (benefit)            262    1,327   2,119    1,402           5,110
       Deferred income
        taxes                (74)  (1,037) (1,675)    (341)         (3,127)
       Change in accounts
        receivable            31       26   1,330    3,330           4,717
       Change in deferred
        revenue           (6,665)  (2,353) (1,407)  (5,743)        (16,168)
       Changes in working
        capital            1,278   (1,563)    107     (706)           (884)
       Adjustments for
        discontinued
        operations           149       39      91      830           1,109
       Deferred revenue
        adjustment         1,202      650     189      926           2,967
    Adjusted EBITDA       $6,912   $8,385  $9,879  $11,952         $37,128


       Note:  Results for 2006 and the first three quarters of 2007 have been
       recast to reflect discontinued operations.


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

                                       Quarters                   Full Year
                          Q1 2007  Q2 2007  Q3 2007  Q4 2007         2007

    Reconciliation of
     Net Income to
     Adjusted EBITDA:
    Net income             $7,877   $1,613   $4,197   $1,820       $15,507
       Discontinued
        operations         (4,670)     233      306    1,868        (2,263)
       Interest income        (74)     (82)    (371)    (520)       (1,047)
       Interest expense     2,347    4,293    3,387    3,077        13,104
       Income tax expense
        (benefit)            (907)   1,689    2,779    3,131         6,692
       Depreciation           619      702      827      823         2,971
       Amortization of
        intangible assets   5,228    4,773    4,661    4,389        19,051
       Impairment of
        intangible assets       -        -        -    2,879         2,879
       Non-cash stock
        compensation
        expense               574    1,208    1,138    1,180         4,100
       Deferred revenue
        adjustment            758      518      248        -         1,525
    Adjusted EBITDA       $11,752  $14,950  $17,171  $18,647       $62,521

    Reconciliation of
     Operating Cash Flows
     to Adjusted EBITDA:
    Net cash provided by
     operating activities $20,625  $11,662  $10,756  $16,513       $59,556
       Interest expense     2,347    4,293    3,387    3,077        13,104
       Interest income        (74)     (82)    (371)    (520)       (1,047)
       Income tax expense
        (benefit)            (907)   1,689    2,779    3,131         6,692
       Deferred income
        taxes               1,006   (2,673)  (1,711)  (3,895)       (7,273)
       Change in accounts
        receivable         (1,072)    (347)   2,839    2,707         4,127
       Change in deferred
        revenue            (7,706)  (1,648)      66   (2,543)      (11,831)
       Changes in working
        capital             1,596    1,487     (925)  (1,434)          724
       Adjustments for
        discontinued
        operations         (4,821)      48      104    1,611        (3,057)
       Deferred revenue
        adjustment            758      518      248        -         1,525
    Adjusted EBITDA       $11,752  $14,950  $17,171  $18,647       $62,521


       Note:  Results for 2006 and the first three quarters of 2007 have been
       recast to reflect discontinued operations.


                               DICE HOLDINGS, INC.
              QUARTERLY STATEMENTS OF CASH FLOWS AND FREE CASH FLOWS
                                   (Unaudited)
                                  (in thousands)

                                          Quarters              Full Year
                             Q1 2006  Q2 2006 Q3 2006  Q4 2006     2006

    Cash flows provided by
     operating activities of
     continuing operations:
         Net income             $329   $1,934  $3,152    $1,363    $6,778

    Adjustments to reconcile
     net income to net cash
     provided by operating
     activities of continuing
     operations:
         Depreciation            325      385     454       535     1,699
         Amortization          3,026    2,826   2,825     4,415    13,092
         Deferred income taxes    74    1,037   1,675       341     3,127
         Amortization of
          deferred financing
          costs                   78       80      78       116       352
         Share based
          compensation           237      242     245       743     1,467
         Impairment of
          intangible assets        -        -       -         -         -
    Changes in operating
     assets and liabilities:
         Accounts receivable     (31)     (26) (1,330)   (3,330)   (4,717)
         Prepaid expenses and
          other assets           (91)     313    (185)      (82)      (45)
         Accounts payable and
          accrued expenses    (1,032)   1,550     (94)     (270)      154
         Deferred revenue      6,665    2,353   1,407     5,743    16,168
         Other, net             (155)    (300)    172     1,058       775


    Net cash provided by
     operating activities of
     continuing operations     9,425   10,394   8,399    10,632    38,850


    Cash flows used for
     investing activities:
         Purchases of fixed
          assets                (782)    (706)   (573)     (588)   (2,649)
         Purchases of
          marketable
          securities            (100)       -       -      (100)     (200)
         Maturities and sales
          of marketable
          securities              99       98       -       399       596
         Acquisition of
          eFinancial Group
          Limited                  -        -       -  (104,738) (104,738)
         Proceeds from the
          sale of
          eFinancialNews
          Limited                  -        -       -    41,560    41,560
         Amounts paid under
          Targeted Job Fairs
          acquisition
          agreement             (133)    (832)      -         -      (965)
         Other, net                -        -       -         -         -

    Net cash used for
     investing activities of
     continuing operations      (916)  (1,440)   (573)  (63,467)  (66,396)


    Cash flows provided by
     (used for) financing
     activities of continuing
     operations:
         Proceeds from long-
          term debt                -        -       -    77,000    77,000
         Payments on long-
          term debt           (9,000)  (9,000) (9,000)  (10,000)  (37,000)
         Dividends paid on
          convertible
          preferred stock          -        -       -   (11,180)  (11,180)
         Dividends paid on
          common stock             -        -       -         -         -
         Payments to holders
          of vested stock
          options in lieu of
          dividends                -        -       -         -         -
         Financing costs paid      -        -       -      (856)     (856)
         Proceeds from
          initial public
          offering                 -        -       -         -         -
         Payment of costs
          related to initial
          public offering          -        -       -         -         -
         Proceeds from stock
          option exercises         -        -       -         -         -
         Other                     -        -       -         -         -


    Net cash provided by
     (used for) financing
     activities of continuing
     operations               (9,000)  (9,000) (9,000)   54,964    27,964



    Net cash provided by
     (used for) operating
     activities of
     discontinued
     operations                   53      698     319       932     2,002
    Net cash used for
     investing activities of
     discontinued operations      (6)     (76)     (4)      (65)     (151)
    Net cash provided by
     (used for) discontinued
     operations                   47      622     315       867     1,851

    Effect of exchange rate
     changes                       -        -       -        91        91


    Net change in cash and
     cash equivalents for the
     period                     (444)     576    (859)    3,087     2,360
    Cash and cash
     equivalents, beginning
     of period                 3,324    2,880   3,456     2,597     3,324


    Cash and cash
     equivalents, end of
     period                   $2,880   $3,456  $2,597    $5,684    $5,684

    Free cash flow:
         Net cash provided by
          operating
          activities          $9,425  $10,394  $8,399   $10,632   $38,850
         Less: Capital
          expenditures          (782)    (706)   (573)     (588)   (2,649)
         Free cash flow       $8,643   $9,688  $7,826   $10,044   $36,201

        Note:  Results for 2006 and the first three quarters of 2007 have been
        recast to reflect discontinued operations.



                               DICE HOLDINGS, INC.
              QUARTERLY STATEMENTS OF CASH FLOWS AND FREE CASH FLOWS
                                   (Unaudited)
                                  (in thousands)

                                           Quarters               Full Year
                              Q1 2007   Q2 2007  Q3 2007  Q4 2007    2007

    Cash flows provided by
     operating activities of
     continuing operations:
         Net income             $7,877   $1,613   $4,197   $1,820   $15,507

    Adjustments to reconcile
     net income to net cash
     provided by operating
     activities of continuing
     operations:
         Depreciation              619      702      827      823     2,971
         Amortization            5,228    4,773    4,661    4,389    19,051
         Deferred income taxes  (1,006)   2,673    1,711    3,895     7,273
         Amortization of
          deferred financing
          costs                    151      185      202      257       795
         Share based
          compensation             574    1,208    1,138    1,180     4,100
         Impairment of
          intangible assets          -        -        -    2,879     2,879
    Changes in operating
     assets and liabilities:
         Accounts receivable     1,072      347   (2,839)  (2,707)   (4,127)
         Prepaid expenses and
          other assets            (840)    (661)     199       36    (1,266)
         Accounts payable and
          accrued expenses      (1,882)    (198)   1,397     (223)     (906)
         Deferred revenue        7,706    1,648      (66)   2,543    11,831
         Other, net              1,126     (628)    (671)   1,621     1,448


    Net cash provided by
     operating activities of
     continuing operations      20,625   11,662   10,756   16,513    59,556


    Cash flows used for
     investing activities:
         Purchases of fixed
          assets                  (631)    (893)  (1,048)    (949)   (3,521)
         Purchases of
          marketable
          securities                 -     (200)       -        -      (200)
         Maturities and sales
          of marketable
          securities                 -      200      200      599       999
         Acquisition of
          eFinancial Group
          Limited                    -        -        -        -         -
         Proceeds from the
          sale of
          eFinancialNews
          Limited                    -        -        -        -         -
         Amounts paid under
          Targeted Job Fairs
          acquisition
          agreement                  -        -        -        -         -
         Other, net                (15)     (17)       -        -       (32)

    Net cash used for
     investing activities of
     continuing operations        (646)    (910)    (848)    (350)   (2,754)


    Cash flows provided by
     (used for) financing
     activities of continuing
     operations:
         Proceeds from long-
          term debt            113,000        -        -        -   113,000
         Payments on long-
          term debt            (11,000) (11,000) (55,300)    (300)  (77,600)
         Dividends paid on
          convertible
          preferred stock     (107,718)       -        -        -  (107,718)
         Dividends paid on
          common stock            (180)       -        -        -      (180)
         Payments to holders
          of vested stock
          options in lieu of
          dividends             (4,602)       -        -        -    (4,602)
         Financing costs paid   (2,239)       -       (7)    (118)   (2,364)
         Proceeds from
          initial public
          offering                   -        -   81,003        -    81,003
         Payment of costs
          related to initial
          public offering            -     (456)    (981)  (1,447)   (2,884)
         Proceeds from stock
          option exercises           -        -       89      203       292
         Other                       -     (175)       -        -      (175)


    Net cash provided by
     (used for) financing
     activities of continuing
     operations                (12,739) (11,631)  24,804   (1,662)   (1,228)



    Net cash provided by
     (used for) operating
     activities of
     discontinued
     operations                 (5,661)   1,158      306      353    (3,844)
    Net cash used for
     investing activities of
     discontinued operations        (6)     -        -        -          (6)
    Net cash provided by
     (used for) discontinued
     operations                 (5,667)   1,158      306      353    (3,850)

    Effect of exchange rate
     changes                        20      105       29      (39)      115


    Net change in cash and
     cash equivalents for the
     period                      1,593      384   35,047   14,815    51,839
    Cash and cash
     equivalents, beginning
     of period                   5,684    7,277    7,661   42,708     5,684


    Cash and cash
     equivalents, end of
     period                     $7,277   $7,661  $42,708  $57,523   $57,523

    Free cash flow:
         Net cash provided by
          operating
          activities           $20,625  $11,662  $10,756  $16,513   $59,556
         Less: Capital
          expenditures            (631)    (893)  (1,048)    (949)   (3,521)
         Free cash flow        $19,994  $10,769   $9,708  $15,564   $56,035

        Note:  Results for 2006 and the first three quarters of 2007 have been
        recast to reflect discontinued operations.


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

                                              Quarters              Full Year
                                 Q1 2006  Q2 2006  Q3 2006  Q4 2006    2006
    Reconciliation of GAAP
     Reported Revenue by Segment
     to Adjusted Pro Forma
     Revenue by Segment
     DCS Online:
       Reported Actual           $15,441  $18,513  $20,818  $22,513   $77,285
       Deferred Revenue
        Adjustment (1)             1,202      650      189        8     2,049
    DCS Online                    16,643   19,163   21,007   22,521    79,334

    eFinancialCareers:
       Reported Actual               -        -        -      2,924     2,924
       eFinancialCareers Pro
        Forma Adjustment           3,307    4,008    4,687    1,583    13,585
       Deferred Revenue
        Adjustment (1)               -        -        -        412       412
    eFinancialCareers              3,307    4,008    4,687    4,919    16,921

    Other:
       Reported Actual               616      692      759    1,125     3,191
       eFinancialCareers Pro
        Forma Adjustment           1,234    1,358    1,347      492     4,431
       Deferred Revenue
        Adjustment (1)               -        -        -        506       506
    Other                          1,850    2,050    2,106    2,123     8,128


    Consolidated:
       Reported Actual           $16,057  $19,205  $21,577  $26,562   $83,400
       eFinancialCareers Pro
        Forma Adjustment           4,541    5,366    6,034    2,075    18,016
    Total Pro Forma Revenue       20,598   24,571   27,611   28,637   101,416
       Deferred Revenue
        Adjustment (1)             1,202      650      189      926     2,967
    Total Pro Forma Adjusted
     Revenue                     $21,800  $25,221  $27,800  $29,563  $104,383

    Percentage of Pro Forma
     Adjusted Revenue by Segment
    DCS Online                     76.3%    76.0%    75.6%    76.2%     76.0%
    eFinancialCareers              15.2%    15.9%    16.9%    16.6%     16.2%
    Other                           8.5%     8.1%     7.5%     7.2%      7.8%
                                  100.0%   100.0%   100.0%   100.0%    100.0%

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

    (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.

    Note:  Results for 2006 and the first three quarters of 2007 have been
    recast to reflect discontinued operations.


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

                                              Quarters              Full Year
                                 Q1 2007  Q2 2007  Q3 2007  Q4 2007    2007
    Reconciliation of GAAP
     Reported Revenue by Segment
     to Adjusted Pro Forma
     Revenue by Segment
    DCS Online:
       Reported Actual           $23,350  $25,234  $26,557  $27,074  $102,215
       Deferred Revenue
        Adjustment (1)               -        -        -        -         -
    DCS Online                    23,350   25,234   26,557   27,074   102,215

    eFinancialCareers:
       Reported Actual             5,145    6,497    8,349    9,667    29,658
       eFinancialCareers Pro
        Forma Adjustment             -        -        -        -         -
       Deferred Revenue
        Adjustment (1)               379      301      147      -         827
    eFinancialCareers              5,524    6,798    8,496    9,667    30,485

    Other:
       Reported Actual             1,894    2,628    3,183    2,773    10,478
       eFinancialCareers Pro
        Forma Adjustment             -        -        -        -         -
       Deferred Revenue
        Adjustment (1)               379      217      101      -         697
    Other                          2,273    2,845    3,284    2,773    11,175


    Consolidated:
       Reported Actual           $30,389  $34,358  $38,089  $39,514  $142,350
       eFinancialCareers Pro
        Forma Adjustment             -        -        -        -         -
    Total Pro Forma Revenue       30,389   34,358   38,089   39,514   142,350
       Deferred Revenue
        Adjustment (1)               758      518      248      -       1,524
    Total Pro Forma Adjusted
     Revenue                     $31,147  $34,876  $38,337  $39,514  $143,874

    Percentage of Pro Forma
     Adjusted Revenue by Segment
    DCS Online                     75.0%    72.4%    69.3%    68.5%     71.0%
    eFinancialCareers              17.7%    19.5%    22.2%    24.5%     21.2%
    Other                           7.3%     8.1%     8.5%     7.0%      7.8%
                                  100.0%   100.0%   100.0%   100.0%    100.0%

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

    (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.

    Note:  Results for 2006 and the first three quarters of 2007 have been
    recast to reflect discontinued operations.



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

                                               Quarters              Full Year
                                  Q1 2006  Q2 2006  Q3 2006  Q4 2006   2006

    Sales and Marketing Expense
       Reported Actual             $7,055   $7,960   $8,178  $10,263  $33,456
       eFinancialCareers Pro
        Forma Adjustment            1,933    2,352    2,885      949    8,119
    Total Pro Forma Sales and
     Marketing Expense             $8,988  $10,312  $11,063  $11,212  $41,575
    Actual Sales and Marketing
     Expense as a Percentage
     of Actual Revenue              43.9%    41.4%    37.9%    38.6%    40.1%
    Pro Forma Sales and Marketing
     Expense as a Percentage
     of Pro Forma Adjusted Revenue  41.2%    40.9%    39.8%    37.9%    39.8%

    Reconciliation of Adjusted
     EBITDA to Pro Forma
     Adjusted EBITDA
       Adjusted EBITDA             $6,912   $8,385   $9,879  $11,952  $37,128
       eFinancialCareers Pro
        Forma Adjustment              844      401      584   (1,210)     619
    Pro Forma Adjusted EBITDA      $7,756   $8,786  $10,463  $10,742  $37,747

    Pro Forma Adjusted EBITDA
     Margin                         35.6%    34.8%    37.6%    36.3%    36.2%

    Dice.com Recruitment Package
     Customers (end of
     period)                        6,800    7,300    7,600    7,600     n.a.

    Dice.com Average Monthly
     Revenue per Recruitment
     Package Customer (2)            $753     $772     $795     $813     n.a.


    Deferred Revenue              $23,559  $25,899  $27,298  $34,383     n.a.

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

    (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.

    Note:  Results for 2006 and the first three quarters of 2007 have been
    recast to reflect discontinued operations.



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

                                               Quarters              Full Year
                                  Q1 2007  Q2 2007  Q3 2007  Q4 2007   2007

    Sales and Marketing Expense
       Reported Actual            $13,214  $13,797  $13,469  $12,947  $53,427
       eFinancialCareers Pro
        Forma Adjustment              -        -        -        -        -
    Total Pro Forma Sales and
     Marketing Expense            $13,214  $13,797  $13,469  $12,947  $53,427
    Actual Sales and Marketing
     Expense as a Percentage
     of Actual Revenue              43.5%    40.2%    35.4%    32.8%    37.5%
    Pro Forma Sales and Marketing
     Expense as a Percentage
     of Pro Forma Adjusted Revenue  42.4%    39.6%    35.1%    32.8%    37.1%

    Reconciliation of Adjusted
     EBITDA to Pro Forma
     Adjusted EBITDA
       Adjusted EBITDA            $11,752  $14,950  $17,171  $18,647  $62,521
       eFinancialCareers Pro
        Forma Adjustment              -        -        -        -        -
    Pro Forma Adjusted EBITDA     $11,752  $14,950  $17,171  $18,647  $62,521

    Pro Forma Adjusted EBITDA
     Margin                         37.7%    42.9%    44.8%    47.2%    43.5%

    Dice.com Recruitment Package
     Customers (end of period)      8,500    8,800    9,000    8,700     n.a.

    Dice.com Average Monthly
     Revenue per Recruitment
     Package Customer (2)            $826     $830     $839     $852     n.a.


    Deferred Revenue              $42,114  $43,854  $43,871  $46,230     n.a.

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

    (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.

    Note:  Results for 2006 and the first three quarters of 2007 have been
    recast to reflect discontinued operations.

SOURCE Dice Holdings, Inc.

http://www.diceholdingsinc.com