Table of Contents

     
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 ______________________________________________
FORM 10-Q

(Mark One)
þ
R
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly periodquarter ended SeptemberJune 30, 20132014

 OR
 ¨£
TRANSITION PERIOD PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM                      TO                     
Commission File Number: 001-33584
 ______________________________________________
DICE HOLDINGS, INC.
(Exact name of Registrant as specified in its Charter)
 ______________________________________________
 
Delaware 20-3179218
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
  
1040 Avenue of the Americas, 168thFloor
  
New York, New York 10018
(Address of principal executive offices) (Zip Code)
(212) 725-6550
(Registrant’s telephone number, including area code)
 ______________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þR   No  ¨£
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þR    No  ¨£
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company”company in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ £Accelerated filer þR Non-accelerated filer ¨£ Smaller Reporting Company ¨£
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨£    No þR
As of October 24, 2013,July 25, 2014, there were 56,329,10053,672,673 shares of the registrant’s common stock, par value $.01 per share, outstanding.
     


Table of Contents

DICE HOLDINGS, INC.
TABLE OF CONTENTS
 
    Page
PART I.FINANCIAL INFORMATION  
Item 1. 
 Condensed Consolidated Balance Sheets as of SeptemberJune 30, 20132014 and December 31, 20122013  
 Condensed Consolidated Statements of Operations for the three and ninesix month periods ended SeptemberJune 30, 20132014 and 20122013  
 Condensed Consolidated Statements of Comprehensive Income for the three and ninesix month periods ended SeptemberJune 30, 20132014 and 20122013  
 Condensed Consolidated Statements of Cash Flows for the nine monthssix month periods ended SeptemberJune 30, 20132014 and 20122013  
 Notes to Condensed Consolidated Financial Statements  
    
Item 2. 
    
Item 3. 
    
Item 4. 
    
PART II.OTHER INFORMATION  
Item 1. 
    
Item 1A. 
    
Item 2. 
    
Item 6. 
    
SIGNATURES 
    
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  


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PART I.
ItemITEM 1. Financial Statements
DICE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except per share data)
September 30,
2013
 December 31, 2012June 30,
2014
 December 31, 2013
ASSETS      
Current assets      
Cash and cash equivalents$44,697
 $40,013
$20,050
 $39,351
Investments
 2,201
Accounts receivable, net of allowance for doubtful accounts of $2,201 and $2,09524,945
 29,030
Accounts receivable, net of allowance for doubtful accounts of $2,913 and $2,71938,896
 37,760
Deferred income taxes—current864
 1,609
1,669
 1,399
Income taxes receivable573
 
1,340
 2,399
Prepaid and other current assets3,036
 3,084
4,917
 3,739
Total current assets74,115
 75,937
66,872
 84,648
Fixed assets, net14,949
 11,158
17,506
 18,612
Acquired intangible assets, net68,197
 62,755
90,809
 84,905
Goodwill212,506
 202,944
247,690
 230,190
Deferred financing costs, net of accumulated amortization of $312 and $131896
 1,078
Deferred financing costs, net of accumulated amortization of $563 and $3781,500
 1,685
Other assets456
 358
822
 601
Total assets$371,119
 $354,230
$425,199
 $420,641
LIABILITIES AND STOCKHOLDERS’ EQUITY      
Current liabilities      
Accounts payable and accrued expenses$20,774
 $16,552
$22,634
 $27,468
Deferred revenue69,389
 69,404
85,728
 77,394
Current portion of acquisition related contingencies5,807
 4,926
9,195
 5,751
Current portion of long-term debt2,500
 2,500
Deferred income taxes—current199
 123
Income taxes payable
 3,817
2,716
 400
Total current liabilities95,970
 94,699
122,972
 113,636
Long-term debt60,000
 46,000
114,250
 116,500
Deferred income taxes—non-current14,739
 14,414
14,626
 13,641
Accrual for unrecognized tax benefits2,376
 2,502
2,898
 2,618
Acquisition related contingencies8,833
 4,830

 4,042
Other long-term liabilities1,229
 1,147
2,526
 2,392
Total liabilities183,147
 163,592
257,272
 252,829
Commitments and contingencies (Note 8)
 
Commitments and contingencies (Note 7)
 
Stockholders’ equity      
Convertible preferred stock, $.01 par value, authorized 20,000 shares; no shares issued and outstanding
 

 
Common stock, $.01 par value, authorized 240,000; issued 73,249 and 71,047 shares, respectively; outstanding: 57,102 and 58,958 shares, respectively732
 710
Common stock, $.01 par value, authorized 240,000; issued 75,155 and 73,414 shares, respectively; outstanding: 53,682 and 54,634 shares, respectively752
 734
Additional paid-in capital306,471
 294,747
316,581
 309,087
Accumulated other comprehensive loss(9,938) (9,294)(5,818) (6,114)
Accumulated earnings38,692
 16,586
44,435
 32,832
Treasury stock, 16,147 and 12,090 shares, respectively(147,985) (112,111)
Treasury stock, 21,473 and 18,780 shares, respectively(188,023) (168,727)
Total stockholders’ equity187,972
 190,638
167,927
 167,812
Total liabilities and stockholders’ equity$371,119
 $354,230
$425,199
 $420,641

See accompanying notes to the condensed consolidated financial statements.

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DICE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share amounts)
 
Three Months Ended Nine Months EndedThree Months Ended Six Months Ended 
September 30, September 30,June 30, June 30, 
2013 2012 2013 20122014 2013 2014 2013 
Revenues$52,616
 $48,038
 $155,064
 $142,625
$66,544
 $52,013
 $127,234
 $102,448
 
Operating expenses:               
Cost of revenues6,099
 3,603
 16,853
 10,555
9,531
 5,636
 18,385
 10,754
 
Product development5,597
 3,874
 16,253
 10,250
6,364
 5,223
 12,767
 10,656
 
Sales and marketing16,601
 16,194
 50,106
 48,801
20,268
 16,904
 39,286
 33,505
 
General and administrative8,534
 6,736
 25,040
 19,753
10,009
 8,083
 21,371
 16,506
 
Depreciation2,011
 1,505
 5,377
 4,031
2,896
 1,709
 5,717
 3,366
 
Amortization of intangible assets2,208
 1,419
 5,617
 4,954
4,443
 1,708
 8,754
 3,409
 
Change in acquisition related contingencies50
 
 146
 
45
 49
 90
 96
 
Total operating expenses41,100
 33,331
 119,392
 98,344
53,556
 39,312
 106,370
 78,292
 
Operating income11,516
 14,707
 35,672
 44,281
12,988
 12,701
 20,864
 24,156
 
Interest expense(378) (327) (1,097) (1,696)(1,055) (344) (1,948) (719) 
Interest income5
 16
 29
 72
Other income
 
 232
 
Other income (expense)(129) 247
 (137) 256
 
Income before income taxes11,143
 14,396
 34,836
 42,657
11,804
 12,604
 18,779
 23,693
 
Income tax expense4,085
 3,395
 12,730
 13,583
4,596
 4,631
 7,176
 8,645
 
Net income$7,058
 $11,001
 $22,106
 $29,074
$7,208
 $7,973
 $11,603
 $15,048
 
               
Basic earnings per share$0.12
 $0.18
 $0.39
 $0.47
$0.14
 $0.14
 $0.22
 $0.26
 
Diluted earnings per share$0.12
 $0.17
 $0.37
 $0.44
$0.13
 $0.13
 $0.21
 $0.25
 
               
Weighted-average basic shares outstanding56,606
 59,907
 57,324
 62,214
52,275
 57,833
 52,688
 57,682
 
Weighted-average diluted shares outstanding59,505
 63,143
 60,497
 65,636
54,190
 60,910
 54,774
 61,002
 
See accompanying notes to the condensed consolidated financial statements.


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DICE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
(in thousands)
 
Three Months Ended Nine Months EndedThree Months Ended Six Months Ended
September 30, September 30,June 30, June 30,
2013 2012 2013 20122014 2013 2014 2013
Net income$7,058
 $11,001
 $22,106
 $29,074
$7,208
 $7,973
 $11,603
 $15,048
              
Foreign currency translation adjustment, net of tax of $0, $0, $0 and $04,413
 2,156
 (635) 2,749
Unrealized gains (losses) on investments, net of tax of $0, $2, $0 and $5
 (1) (9) 7
Foreign currency translation adjustment1,382
 (270) 296
 (5,048)
Unrealized losses on investments
 (5) 
 (9)
Total other comprehensive income (loss)4,413
 2,155
 (644) 2,756
1,382
 (275) 296
 (5,057)
Comprehensive income$11,471
 $13,156
 $21,462
 $31,830
$8,590
 $7,698
 $11,899
 $9,991
See accompanying notes to the condensed consolidated financial statements.


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DICE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
Nine Months Ended September 30,Six Months Ended June 30,
2013 20122014 2013
Cash flows from operating activities:      
Net income$22,106
 $29,074
$11,603
 $15,048
Adjustments to reconcile net income to net cash flows from operating activities:      
Depreciation5,377
 4,031
5,717
 3,366
Amortization of intangible assets5,617
 4,954
8,754
 3,409
Deferred income taxes(1,841) (2,543)(2,685) (886)
Amortization of deferred financing costs181
 1,028
185
 121
Share based compensation6,263
 4,621
Stock based compensation4,147
 4,212
Change in acquisition related contingencies146
 
90
 96
Change in accrual for unrecognized tax benefits(126) (1,467)280
 (65)
Changes in operating assets and liabilities:   
Changes in operating assets and liabilities, net of the effects of acquisitions:   
Accounts receivable5,263
 3,857
1,195
 6,763
Prepaid expenses and other assets321
 (500)(2,172) (407)
Accounts payable and accrued expenses2,681
 (975)(4,616) 1,529
Income taxes receivable/payable(4,292) (135)3,923
 (2,616)
Deferred revenue(916) 2,521
6,928
 4,119
Other, net4
 51
16
 6
Net cash flows from operating activities40,784
 44,517
33,365
 34,695
Cash flows from investing activities:      
Payments for acquisitions, net of cash acquired(12,259) (21,000)(27,001) 
Purchases of fixed assets(8,160) (4,031)(4,946) (5,748)
Purchases of investments(3) (1,738)
 (3)
Maturities and sales of investments2,194
 3,005

 2,194
Net cash flows from investing activities(18,228) (23,764)(31,947) (3,557)
Cash flows from financing activities:      
Payments on long-term debt(20,000) (23,500)(14,250) (20,000)
Proceeds from long-term debt34,000
 50,500
12,000
 
Payments under stock repurchase plan(35,046) (56,840)(18,547) (12,356)
Payment of acquisition related contingencies
 (1,557)(824) 
Proceeds from stock option exercises3,149
 1,319
3,320
 2,597
Purchase of treasury stock related to vested restricted stock(995) (403)(1,111) (983)
Excess tax benefit over book expense from stock options exercised2,346
 921
Financing costs paid
 (1,101)
Excess tax benefit over book expense from stock based compensation635
 1,245
Net cash flows from financing activities(16,546) (30,661)(18,777) (29,497)
Effect of exchange rate changes(1,326) 993
(1,942) (1,055)
Net change in cash and cash equivalents for the period4,684
 (8,915)(19,301) 586
Cash and cash equivalents, beginning of period40,013
 55,237
39,351
 40,013
Cash and cash equivalents, end of period$44,697
 $46,322
$20,050
 $40,599
   
See accompanying notes to the condensed consolidated financial statements.

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DICE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1.    BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of Dice Holdings, Inc. (“DHI” or the “Company”) have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in annual audited consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been omitted and condensed pursuant to such rules and regulations. In the opinion of the Company’s management, all adjustments (consisting of only normal and recurring accruals) have been made to present fairly the financial position, results of operations and cash flows of the Company for the periods presented. Although the Company believes that the disclosures are adequate to make the information presented not misleading, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 20122013 included in the Company’s Annual Report on Form 10-K.10-K for the year ended December 31, 2013 (the “Annual Report on Form 10-K”). Operating results for the ninesix month period ended SeptemberJune 30, 20132014 are not necessarily indicative of the results to be achieved for the full year.
Preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the period. Management believes the most complex and sensitive judgments, because of their significance to the condensed consolidated financial statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. Actual results could differ materially from management’s estimates reported in the condensed consolidated financial statements and footnotes thereto. There have been no significant changes in the Company’s assumptions regarding critical accounting estimates during the ninesix month period ended SeptemberJune 30, 2013.2014.

2.   NEW ACCOUNTING STANDARDS
In February 2013,May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2013-02, which amends2014-09, Revenue from Contracts with Customers. The new standard outlines the principles an entity must apply to measure and recognize revenue and the related cash flows it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in ASC 220 on Comprehensive Income. Under the revised guidance, companies are required to provide information about the amounts reclassified out of accumulated other comprehensive income (“AOCI”) by component. In addition, companies are required to present, either on the face of the statement where net income is presented or in the notes, the effects on the line items of net income of significant amounts reclassified out of AOCI but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. This amended guidance is to be applied prospectively and isGAAP. The updated standard becomes effective for reporting periods (interim and annual) beginning after December 15, 2012 for public companies,2016, with no early adoption permitted. The new standard can be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of the change recognized at the date of the initial application. The Company adoptedis assessing the revised guidance January 1, 2013,potential impact of the new standard on its consolidated financial statements and has reported significant items reclassified out of AOCI in the Notes to Condensed Consolidated Financial Statements.not yet selected a transition method.

3. ACQUISITIONS
OilCareers—In March 2014, the Company acquired from the Daily Mail and General Trust PLC all of the issued and outstanding shares of OilCareers Limited, OilCareers.com, Inc. and OilCareers Pty Limited (collectively, “OilCareers”), the leading recruitment site for oil and gas professionals in Europe. The purchase price consisted of $26.1 million, paid in cash at closing, and $0.3 million paid in the second quarter of 2014 to settle certain working capital requirements. OilCareers was acquired in March 2014; and the valuation of assets and liabilities was completed during the second quarter of 2014. The OilCareers acquisition is not deemed significant to the Company’s financial results, thus limited disclosures are presented herein.
The final valuation of assets and liabilities recognized as of the acquisition date for OilCareers include (in thousands):

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DICE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

   OilCareers Acquisition
Assets:   
Accounts receivable  $1,082
Acquired intangible assets  14,508
Goodwill  15,078
Fixed assets  98
Other assets  196
Assets acquired  30,962
    
Liabilities:   
Accounts payable and accrued expenses  $567
Deferred revenue  1,081
Deferred income taxes  2,916
Liabilities assumed  4,564
    
Net Assets Acquired  $26,398
Goodwill results from the expansion of the Company’s market share in the Energy vertical, from intangible assets that do not qualify for separate recognition, including an assembled workforce and site traffic, and from expected synergies from combining operations of OilCareers into the Company’s existing operations. The amount of goodwill from the OilCareers acquisition expected to be deductible for tax purposes is $1.2 million.
onTargetjobs—In November 2013, the Company acquired all of the issued and outstanding shares of onTargetjobs, Inc., a leading vertical recruiting service in healthcare and hospitality. The purchase price consisted of $46.3 million, net of cash acquired. The Company borrowed $54.0 million under the Credit Agreement to fund this acquisition. The acquisition resulted in recording intangible assets of $27.6 million and goodwill of $23.8 million. The assets acquired and liabilities assumed were recorded at fair value as of the acquisition date. The acquired accounts receivable of $6.3 million were recorded at fair value of $6.3 million. The Company incurred transaction costs related to the acquisition of $1.2 million, which were included in General and Administrative expense on the Consolidated Statements of Operations in the year ended December 31, 2013.
The IT Job Board®—In July 2013, the Company expanded its online tech recruiting business to Europe by acquiring all of the issued and outstanding shares of JobBoard Enterprises Limited, an online recruitment company in the technology industry.industry, that operates The IT Job Board business (“The IT Job Board”). The purchase price consisted of £8.0£8.0 million ($12.2 million)million), net of cash acquired, plus deferred payments totaling £3.0£3.0 million ($4.6 million)million) in the aggregate, payable upon the achievement of certain operating and financial goals ending in 2014. The Company borrowed $15.0$15.0 million under the Credit Agreement to fund this acquisition. The acquisition resulted in recording intangible assets of $10.8$10.8 million and goodwill of $9.1 million.$9.1 million. The assets acquired and liabilities assumed were recorded at fair value as of the acquisition date. The acquired accounts receivable of $1.2$1.2 million were recorded at fair value of $1.2 million.$1.2 million. The IT Job Board® acquisition is not deemed significant to the Company’s financial results, thus limited disclosures are presented herein.
WorkDigital—In October 2012, the Company acquired all of the issued and outstanding shares of WorkDigital Limited, a technology company focused on the recruitment industry, for $10.0 million in cash, plus deferred payments totaling $10.0 million in the aggregate payable in 2013-2014 based on delivery of certain products and the achievement of certain milestones. In October 2013, a payment of $5.0 million was made to the sellers, and the Company expects deferred purchase price payments totaling $5.0 million to be made in October 2014. The acquisition resulted in recording $17.9 million in goodwill and $2.3 million in intangible assets. The WorkDigital acquisition is not deemed significant to the Company’s financial results, thus limited disclosures are presented herein.

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Slashdot Media—In September 2012, the Company purchased certain assets of Geeknet, Inc.’s online media business (“Slashdot Media”), which is comprised of Slashdot, SourceForge and Freecode websites. The purchase price consisted of $20.0 million in cash, of which $3.0 million is being held in escrow. The acquisition resulted in recording intangible assets of $9.7 million and goodwill of $6.2 million. The assets acquired and liabilities assumed were recorded at fair value as of the acquisition date. The acquired accounts receivable of $5.1 million were recorded at fair value of $4.8 million.
FINS.com—In June 2012, the Company purchased certain assets of FINS.com, resulting in recording identifiable intangible assets for candidate database, mobile application technology and brand names. Refer to Note 6 “Acquired Intangible Assets”. The FINS.comBoard acquisition is not deemed significant to the Company’s financial results, thus limited disclosures are presented herein.
The assets and liabilities recognized in 2012 as of the acquisition dates for FINS.com, Slashdot MediaonTargetjobs and WorkDigitalThe IT Job Board include (in thousands):

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DICE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 FINS.com, Slashdot Media and WorkDigital Acquisitions onTargetjobs and The IT Job Board Acquisitions
Assets:    
Cash and cash equivalents $8,200
Accounts receivable $4,852
 7,558
Acquired intangible assets 12,925
 38,410
Goodwill 24,212
 32,935
Fixed assets 1,922
 5,688
Other assets 248
 1,195
Assets acquired 44,159
 93,986
    
Liabilities:    
Accounts payable and accrued expenses $449
 $9,577
Deferred revenue 2,644
 5,465
Deferred income taxes 558
 7,160
Fair value of contingent consideration 9,708
 4,474
Liabilities assumed 13,359
 26,676
    
Net Assets Acquired $30,800
 $67,310

Goodwill results from the entrance or expansion of the Company’s market share in the Healthcare, Hospitality and Tech & Clearance and Finance verticals, from intangible assets that do not qualify for separate recognition, including an assembled workforce and site traffic, and from expected synergies from combining operations of FINS.com, Slashdot Media, WorkDigital and The IT Job Board®Board and onTargetjobs into the Company’s existing operations. The amount of goodwill from The IT Job Board and onTargetjobs acquisitions expected to be deductible for tax purposes is $6.3 million.$3.9 million.
Pro forma Information—The following pro forma condensed consolidated results of operations are presented as if the acquisition of Slashdot MediaonTargetjobs was completed as of January 1, 2011:2013:
Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended June 30, Six Months Ended June 30,
2013 2012 2013 20122014 2013 2014 2013
              
Revenues$52,616
 $51,886
 $155,064
 $156,501
$66,544
 $61,850
 $127,234
 $121,907
Net income7,058
 14,669
 22,106
 33,083
7,208
 8,130
 11,603
 14,974
Basic earnings per share$0.12
 $0.24
 $0.39
 $0.53
0.14
 0.14
 0.22
 0.26
The pro forma financial information represents the combined historical operating results of the Company and Slashdot MediaonTargetjobs with adjustments for purchase accounting and is not necessarily indicative of the results of operations that would have been achieved if the acquisitionsacquisition had taken place at the beginning of the periods presented. The pro forma adjustments included adjustments for interest on borrowings, amortization of acquired intangible assets and the related income tax impacts of such adjustments. The Condensed Consolidated Statements of Operations for the three and nine month periodssix months ended SeptemberJune 30,

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2013 2014 include revenues from the Slashdot MediaonTargetjobs acquisition of $3.7$9.5 million and $11.8$18.3 million,, respectively, and operating losses of $0.5 million and $2.4 million, respectively. The operating losses were primarily attributable to amortization of intangible assets of $1.5 million and $3.9 million for the three and six months ended $827,000 and $2.3 millionJune 30, 2014, respectively. The Condensed Consolidated Statements of Operations for the three and nine month periods ended September 30, 2013 include revenues from The IT Job Board® acquisition of $1.1 million and an operating loss of $1.1 million.
The pro forma financial information does not include adjustments for the FINS.com, WorkDigital and The IT Job Board® acquisitions,Board or OilCareers, as they are not individually or collectively material into the Company’s results.

4. FAIR VALUE MEASUREMENTS
The FASB ASC topic on Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value and requires certain disclosures for each major asset and liability category measured at fair value on either

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DICE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

a recurring or nonrecurring basis. As a basis for considering assumptions, a three-tier fair value hierarchy is used, which prioritizes the inputs used in measuring fair value as follows:
 
Level 1 – Quoted prices for identical instruments in active markets.
Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets.
Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
Money market funds are included in cash and cash equivalents on the Condensed Consolidated Balance Sheets. The money market funds are valued using quoted prices in the market, and investments are valued using significant other observable inputs.market. The carrying amounts reported in the Condensed Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, and long-term debt approximate their fair values. The Company estimated the fair value of long-term debt using Level 3 inputs, based on an estimate of current rates for debt of the same remaining maturities.
The Company has obligations, to be paid in cash, related to its acquisitions if certain future operating and financial goals are met or if delivery of certain product enhancements occur.met. See Note 3 - Acquisitions. The fair value of this contingent consideration is determined using an expected present value technique. Expected cash flows are determined using the probability weighted-average of possible outcomes that would occur should financial goals be met or delivery of certain product enhancements occur. There is no market data available to use in valuing the contingent consideration; therefore, the Company developed its own assumptions related to the expected future delivery of product enhancements to estimate the fair value of these liabilities. A 2% discount rate is used to estimate the fair value of the expected payments. The liabilities for the contingent consideration were established at the time of acquisition and are evaluated at each reporting period. The increase in fair value is recorded as an expense and is included in changeChange in acquisition related contingenciesAcquisition Related Contingencies on the Condensed Consolidated Statements of Operations.
The assets and liabilities measured at fair value on a recurring basis are as follows (in thousands):
 As of June 30, 2014
Fair Value Measurements Using Total
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Money market funds$361
 $
 $
 $361
Contingent consideration to be paid in cash for the acquisitions
 
 9,195
 9,195
 
 As of September 30, 2013
Fair Value Measurements Using Total
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Money market funds$16,127
 $
 $
 $16,127
Contingent consideration to be paid in cash for the acquisitions
 
 14,640
 14,640

8

Table of Contents


As of December 31, 2012As of December 31, 2013
Fair Value Measurements Using TotalFair Value Measurements Using Total
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Money market funds$11,820
 $
 $
 $11,820
$15,610
 $
 $
 $15,610
Investments
 2,201
 
 2,201
Contingent consideration to be paid in cash for the acquisitions
 
 9,756
 9,756

 
 9,793
 9,793

Reconciliations of liabilities measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) are as follows (in thousands):

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Table of Contents
DICE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended June 30, Six Months Ended June 30,
2013 2012 2013 20122014 2013 2014 2013
Contingent consideration for acquisitions              
Balance at beginning of period$9,852
 $
 $9,756
 $1,557
$9,050
 $9,803
 $9,793
 $9,756
Additions for acquisitions4,738
 
 4,738
 
Cash payments
 
 
 (1,557)
 
 (824) 
Change in estimates included in earnings50
 
 146
 
45
 49
 90
 96
Change due to foreign exchange rate changes100
 
 136
 
Balance at end of period$14,640
 $
 $14,640
 $
$9,195
 $9,852
 $9,195
 $9,852
              
Certain assets and liabilities are measured at fair value on a non-recurring basis and therefore are not included in the table above. These assets include goodwill and intangible assets which result as acquisitions occur. Items valued using such internally generated valuation techniques are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be some significant inputs that are readily observable. Such instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, for example, when there is evidence of impairment.
GoodwillThe Company determines whether the carrying value of recorded goodwill is impaired for each reporting unit on an annual basis or more frequently if indicators of potential impairment exist for each reporting unit. The annual impairment test for goodwill for the reporting units from the 2005 Dice Inc. acquisitiongoodwill is performed annually as of August 31, andon the last test resulted in no impairment. The impairment test for goodwill for thefollowing reporting units from the 2006 eFinancialCareers acquisition, the 2009 Health Callings acquisition and the 2010 WorldwideWorker and Rigzone acquisitions are performed annually as of October 31 and the last test resulted in no impairment. units:
Reporting UnitAnnual Impairment Test DateImpairment Indicated
Tech & ClearanceAugust 31No
EnergyOctober 31No
FinanceOctober 31No
Slashdot MediaOctober 31Yes - Q4 2013
Health CallingsOctober 31Yes - Q4 2013
Work DigitalOctober 31No
Goodwill resulting from the 20122013 acquisitions of FINS, Slashdot Media,The IT Job Board and WorkDigitalonTargetjobs and the 2014 acquisition of OilCareers will be tested annually for impairment beginning on October 31, 2013 or more frequently if indicators of potential impairment exist for each reporting unit.2014. In testing goodwill for impairment, a qualitative assessment can be performed and if it is determined that the fair value of the reporting unit is more likely than not less than the carrying amount, the two step impairment test is required. The first step of the impairment review process compares the fair value of the reporting unit in which the goodwill resides to the carrying value of that reporting unit. The second step measures the amount of impairment loss, if any, by comparing the implied fair value of the reporting unit goodwill with its carrying amount. The determination of whether or not goodwill has become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of the reporting units. Fair values of each reporting unit are determined either by using a discounted cash flow methodology or by using a combination of a discounted cash flow methodology and a market comparable method. The discounted cash flow methodology is based on projections of the amounts and timing of future revenues and cash flows, assumed discount rates and other assumptions as deemed appropriate. Factors such as historical performance, anticipated market conditions, operating expense trends and capital expenditure requirements are considered. Additionally, the discounted cash flows analysis takes into consideration cash expenditures for product development, other technological updates and advancements to the websites and investments to improve the candidate databases. The market comparable method indicates the fair value of a business by comparing it to publicly traded companies in similar lines of business or to comparable transactions or assets. Considerations for factors such as size, growth, profitability, risk and return on investment are analyzed and compared to the comparable businesses and adjustments are made. A market value of invested capital of the publicly traded companies is calculated and then applied to the entity’s operating results to arrive at an estimate of value. No impairment was indicated during the 2012 impairment tests or the August 2013 impairment tests. The fair value of each reporting unit was in excess of the carrying value.

9

Table of Contents


Indefinite-lived Intangible AssetsThe indefinite-lived acquired intangible assets include the Dice trademarks and brand name. The Company determines whether the carrying value of recorded indefinite-lived acquired intangible assets is impaired on an annual basis or test more frequently if indicators of potential impairment exist. The impairment test is performed annually as of August 31 and last resulted in no impairment. The impairment review process compares the fair value of the indefinite-lived acquired intangible assets to its carrying value. If the carrying value exceeds the fair value, an impairment loss is recorded. The determination of whether or not indefinite-lived acquired intangible assets have become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of the indefinite-lived acquired intangible

10


Table of Contents
DICE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

assets. Fair values are determined using a profit allocation methodology, which estimates the value of the trademark and brand name by capitalizing the profits saved because the companyCompany owns the asset. Factors such as historical performance, anticipated market conditions, operating expense trends and capital expenditure requirements are considered. Changes in Company strategy and/or market conditions could significantly impact these judgments and require adjustments to recorded amounts of intangible assets.
 
5.    INVESTMENTS
DHI’s investments are stated at fair value. These investments are available-for-sale. The Company held no investments as of September 30, 2013. The following table summarizes the Company’s investments (in thousands) as of December 31, 2012:
 As of December 31, 2012
 Maturity 
Gross
Amortized Cost
 
Gross Unrealized
Gain
 
Estimated
Fair Value
Certificates of depositWithin one year 1,210
 4
 1,214
Certificates of deposit1 to 5 years 982
 5
 987
Total  $2,192
 $9
 $2,201

6.    ACQUIRED INTANGIBLE ASSETS, NET
Below is a summary of the major acquired intangible assets and the weighted-average amortization period for the acquired identifiable intangible assets (in thousands):
 As of September 30, 2013
 Cost Acquisitions Total Cost 
Accumulated
Amortization
 
Foreign
Currency
Translation
Adjustment
 
Acquired
Intangible
Assets, Net
 
Weighted-
Average
Amortization
Period
Technology$21,000
 $1,207
 $22,207
 $(16,878) $(47) $5,282
 3.6 years
Trademarks and brand names—Dice39,000
 
 39,000
 
 
 39,000
 Indefinite
Trademarks and brand names—Other19,115
 457
 19,572
 (10,048) (493) 9,031
 5.8 years
Customer lists45,213
 299
 45,512
 (39,684) (728) 5,100
 4.8 years
Candidate and content database30,341
 8,857
 39,198
 (29,580) 166
 9,784
 2.9 years
Acquired intangible assets, net$154,669
 $10,820
 $165,489
 $(96,190) $(1,102) $68,197
  
 
     As of and for the Six Months Ended June 30, 2014
     Cost Acquisitions Total Cost 
Accumulated
Amortization
 
Foreign
Currency
Translation
Adjustment
 
Acquired
Intangible
Assets, Net
 
Weighted-
Average
Amortization
Period
Technology $23,654
 $166
 $23,820
 $(19,007) $
 $4,813
 3.5 years
Trademarks and brand names—Dice 39,000
 
 39,000
 
 
 39,000
 Indefinite
Trademarks and brand names—Other 23,837
 1,123
 24,960
 (11,651) (506) 12,803
 6.1 years
Customer lists 56,432
 9,403
 65,835
 (41,943) (952) 22,940
 5.5 years
Candidate and content database 40,198
 3,816
 44,014
 (33,316) 555
 11,253
 2.7 years
Order backlog 2,718
 
 2,718
 (2,718) 
 
 0.5 years
Acquired intangible assets, net $185,839
 $14,508
 $200,347
 $(108,635) $(903) $90,809
  
As of December 31, 2012As of and for the Year Ended December 31, 2013
Cost Acquisitions Total Cost 
Accumulated
Amortization
 
Foreign
Currency
Translation
Adjustment
 
Acquired
Intangible
Assets, Net
 
Weighted-
Average
Amortization
Period
Cost Acquisitions Total Cost 
Accumulated
Amortization
 
Foreign
Currency
Translation
Adjustment
 Impairment 
Acquired
Intangible
Assets, Net
 
Weighted-
Average
Amortization
Period
Technology$17,500
 $3,500
 $21,000
 $(15,156) $(53) $5,791
 3.7 years$21,000
 $4,028
 $25,028
 $(17,566) $(35) $(1,374) $6,053
 3.5 years
Trademarks and brand names—Dice39,000
 
 39,000
 
 
 39,000
 Indefinite39,000
 
 39,000
 
 
 
 39,000
 Indefinite
Trademarks and brand names—Other15,490
 3,625
 19,115
 (8,930) (490) 9,695
 6.0 years19,115
 6,651
 25,766
 (10,541) (505) (1,929) 12,791
 6.2 years
Customer lists41,513
 3,700
 45,213
 (38,624) (729) 5,860
 4.8 years45,213
 14,500
 59,713
 (40,255) (840) (3,281) 15,337
 5.3 years
Candidate and content database28,241
 2,100
 30,341
 (27,884) (48) 2,409
 2.8 years30,341
 10,513
 40,854
 (30,615) 329
 (656) 9,912
 2.8 years
Order backlog
 2,718
 2,718
 (906) 
 
 1,812
 0.5 years
Acquired intangible assets, net$141,744
 $12,925
 $154,669
 $(90,594) $(1,320) $62,755
 $154,669
 $38,410
 $193,079
 $(99,883) $(1,051) $(7,240) $84,905
 

The WorldwideWorker brandOilCareers was acquired in March 2014 and technology were retiredthe valuation of assets and liabilities was completed during the year ended December 31, 2012. The total cost and accumulated amortization were reduced from the total cost assecond quarter of December 31, 2012.

10



2014. Identifiable intangible assets for the Slashdot Media, WorkDigital and FINS.com acquisitionsOilCareers acquisition are included in the total cost as of December 31, 2012.June 30, 2014. The weighted-average amortization period for the technology, trademarks and brand names, customer lists and candidate and content database are 0.8 years, 5.0 years, 7.0 years and 2.0 years, respectively, related to the OilCareers acquisition.
Identifiable intangible assets for The IT Job Board and onTargetjobs acquisitions are included in the total cost as of December 31, 2013. The weighted-average amortization period for the technology, trademarks and brand names, customer lists, candidate and content database and order backlog are 3.0 years, 6.9 years, 8.0 years, 2.8 years, 5.8 years, 10.0 years and 0.5 years, respectively, related to these acquisitions.1.6 years, respectively.
During 2013, the long-lived assets of both Health Callings and Slashdot Media were tested for recoverability due to the downturn in the current and expected future financial performance of the reporting units. This process resulted in an impairment of unamortized intangible assets of $7.2 million at Slashdot Media as of December 31, 2013.
Based on the carrying value of the acquired finite-lived intangible assets recorded as of SeptemberJune 30, 20132014, and assuming no subsequent impairment of the underlying assets, the estimated future amortization expense is as follows (in thousands):

11


DICE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 1, 2013 through December 31, 2013$2,435
20149,271
July 1, 2014 through December 31, 2014$7,679
20157,447
14,044
20163,798
8,397
20171,795
5,134
2018 and thereafter4,451
20184,545
2019 and thereafter12,010
Total$51,809

7.6.    INDEBTEDNESS
Credit AgreementIn June 2012,October 2013, the Company, together with Dice Inc. and Dice Career Solutions, Inc. (collectively, the “Borrowers”) entered into a Credit Agreement (the “Credit Agreement”), which provides for a $50.0 million term loan facility and a revolving loan facility of $155.0200.0 million, with both facilities maturing in June 2017.October 2018. The Borrowers usedCompany borrowed $14.265.0 million ofunder the proceeds from thenew Credit Agreement to pay the full amount ofrepay all outstanding indebtedness and interest outstanding under the previously existing credit facility dated July 2010,June 2012, terminating that facility. A portion of the proceeds was also used to pay certain costs associated with the Credit Agreement and for working capital purposes.
Borrowings under the Credit Agreement bear interest at the Company’s option, at a LIBOR rate or a base rate plus a margin. The margin ranges from 1.75% to 2.50% on LIBOR loans and 0.75% to 1.50% on base rate loans, determined by the Company’s most recent consolidated leverage ratio.The facility requires quarterly payments of $625,000 with the unpaid balance due at maturity and may be prepaid at any time without penalty.
The Credit Agreement contains various customary affirmative and negative covenants and also contains certain financial covenants, including a consolidated leverage ratio and a consolidated interest coverage ratio. Negative covenants include restrictions on incurring certain liens; making certain payments, such as stock repurchases and dividend payments; making certain investments; making certain acquisitions; and incurring additional indebtedness. Restricted payments are allowed under the Credit Agreement to the extent the consolidated leverage ratio, calculated on a pro forma basis, is equal to or less than 2.0 to 1.0, plus an additional $5.0 million of restricted payments. The Credit Agreement also provides that the payment of obligations may be accelerated upon the occurrence of customary events of default, including, but not limited to, non-payment, change of control, or insolvency. As of SeptemberJune 30, 20132014, the Company was in compliance with all of the financial and other covenants under the Credit Agreement.
The obligations under the Credit Agreement are guaranteed by three of the Company’s wholly-owned subsidiaries, eFinancialCareers, Inc. (formerly known as JobsintheMoney.com, Inc.), Targeted Job Fairs, Inc., and Rigzone.com, Inc., and secured by substantially all of the assets of the Borrowers and the guarantors and stock pledges from certain of the Company’s foreign subsidiaries.
Debt issuance costs of approximately $1.1 million872,000 were incurred and are being amortized over the life of the loan. These costs are included in interest expense. Unamortized deferred financing costs from the previous credit facility of $765,000878,000 were written off and are included in interest expense duringwill continue to be amortized over the second quarterlife of 2012.the new Credit Agreement.
The Company’s previous credit facility, which was in place from July 2010 to June 2012, provided for a revolving facility of $70.0 million and a term facility of $20.0 million and bore interest at a LIBOR rate, LIBOR rate, or base rate plus a margin. The margin ranges were from 2.75% to 3.50% on LIBOR loans and 1.75% to 2.50% on base rate loans.

11



The amounts borrowed under the Credit Agreement as of SeptemberJune 30, 20132014 and December 31, 20122013 are as follows (dollars in thousands):
September 30,
2013

December 31,
2012
June 30,
2014

December 31,
2013
Amounts Borrowed:   
LIBOR rate loans$60,000
 $46,000
Amounts borrowed:   
Term loan facility$48,750
 $50,000
Revolving credit facility68,000
 69,000
Total borrowed$60,000
 $46,000
$116,750
 $119,000
      
Maximum available to be borrowed under revolving facility$95,000
 $109,000
Available to be borrowed under revolving facility$132,000
 $131,000
      
Interest rates:      
LIBOR rate loans:      
Interest margin1.75% 1.75%2.25% 2.00%
Actual interest rates1.94% 2.00%2.44% 2.19%

12


DICE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Future maturities as of June 30, 2014 are as follows (in thousands):
July 1, 2014 through December 31, 2014$1,250
20152,500
20165,000
20175,000
2018103,000
Total minimum payments$116,750
Borrowings during the year ended December 31, 2013 were to fund The IT Job Board acquisition, onTargetjobs acquisition, and stock repurchases. Scheduled payments to repay the term loan commenced in the first quarter of 2014. There are no scheduled amortization payments until maturity offor the Credit Agreement in June 2017.
In July 2013, the Company borrowed $15.0 million under the Credit Agreement to fund the acquisition of The IT Job Board®.
On October 28, 2013, the Company entered into a new Credit Agreement, which provides for a $50.0 million term loan facility and a revolving loan facility of $200.0 million, with both facilities maturing until maturity of the Credit Agreement in October 2018. Borrowings under the Credit Agreement bear interest, at the Company’s option, at a LIBOR rate or base rate plus a margin. The margin ranges from 1.75% to 2.50% on LIBOR loans and 0.75% to 1.50% on base rate loans, determined by the Company’s most recent consolidated leverage ratio. Interest rates and covenants in the new Credit Agreement are consistent with the previous Credit Agreement. Quarterly payments of principal are required on the term loan facility, commencing March 31, 2014.  The facilities may be prepaid at any time without penalty and payments on the term loan facility result in a permanent reduction. The Company borrowed $65.0 million under the new Credit Agreement to repay in full all outstanding indebtedness under the previous Credit Agreement, which was terminated upon repayment.

8.7.    COMMITMENTS AND CONTINGENCIES
Leases
The Company leases equipment and office space under operating leases expiring at various dates through February 2020.December 2025. Future minimum lease payments under non-cancelablenon-cancellable operating leases as of SeptemberJune 30, 20132014 are as follows (in thousands):
 
October 1, 2013 through December 31, 2013$906
20143,302
July 1, 2014 through December 31, 2014$2,158
20152,528
3,266
20162,109
2,832
20172,039
2,810
2018 and thereafter8,837
20182,501
2019 and thereafter9,191
Total minimum payments$19,721
$22,758
Rent expense was $943,000885,000 and $2.41.9 million for the three and ninesix month periods ended SeptemberJune 30, 2013,2014, respectively, and $575,000775,000 and $1.6$1.5 million for the three and ninesix month periods ended SeptemberJune 30, 2012,2013, respectively, and is included in generalGeneral and administrativeAdministrative expense on the Condensed Consolidated Statements of Operations.
Litigation
The Company is subject to various claims from taxing authorities, lawsuits and other complaints arising in the ordinary course of business. The Company records provisions for losses when claims become probable and the amounts are reasonably estimable. Although the outcome of these legal matters cannot be determined, it is the opinion of management that the final resolution of these matters will not have a material effect on the Company’s financial condition, operations or liquidity.

12



Tax Contingencies
The Company operates in a number of tax jurisdictions and is subject to audits and reviews by various taxation authorities with respect to income, payroll, sales and use and other taxes and remittances. The Company may become subject to future tax assessments by various authorities for current or prior periods. The determination of the Company’s worldwide provision for taxes requires judgment and estimation. There are many transactions and calculations where the ultimate tax determination is uncertain. The Company has recorded certain provisions for our tax estimates which we believemanagement believes are reasonable.

9.8.    EQUITY TRANSACTIONS
Stock Repurchase PlanPlansOn August 15, 2011, the Company’s Board of Directors approved a stock repurchase program that permitted the Company to repurchase up to $30 million of its common stock over a one year period (the “Stock Repurchase Plan I”). This plan concluded on March 8, 2012.
In March 2012, the Company’s Board of Directors approved a stock repurchase program that permitted the Company to repurchase up to $65 million of its common stock (the “Stock Repurchase Plan II”). This new authorization became effective upon the completion of the Stock Repurchase Plan I on March 8, 2012 and was in effect for one year. This plan expired on March 8, 2013.
In January 2013, theThe Company’s Board of Directors approved a stock repurchase program that permits the Company to repurchase up to $50 million of its common stock (the “Stock Repurchase Plan III” and, together withstock. The following table summarizes the Stock Repurchase Plans I and II,approved by the “Stock Repurchase Plans”). This new authorization became effective upon the completionBoard of theDirectors:

13


DICE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Stock Repurchase Plan
IIIIIIV
Approval DateMarch 2012January 2013December 2013
Authorized Repurchase Amount of Common Stock$65 million$50 million$50 million
Effective DatesMarch 2012 to March 2013April 2013 to December 2013December 2013 to present
The Company is currently under Stock Repurchase Plan II on March 8, 2013 andIV, which will be in effect for up to one year. Under theeach plan, management has discretion in determining the conditions under which shares may be purchased from time to time.
During the three monthsquarter ended SeptemberJune 30, 20132014, purchases of the Company purchased 2.6 million shares of itsCompany’s common stock on the open market. These sharespursuant to Stock Repurchase Plan IV were purchased at an average cost of as follows:
Total Number of Shares Purchased Average Price Paid per Share Dollar Value of Shares Purchased Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
1,578,695
  $7.10   $11,208,666
 $30,664,000
 
$8.73 per share, for a total cost of approximately $22.5 million. Approximately $682,000190,000 and $553,000 of share repurchases had not settled as of SeptemberJune 30, 20132014, and this amount isDecember 31, 2013, respectively, and are included in accounts payable and accrued expenses in the accompanying Condensed Consolidated Balance Sheet as of September 30, 2013. As of September 30, 2013, there was approximately $19.4 million remaining under the Stock Repurchase Plan III.Sheets.

10.9.    ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)LOSS

Accumulated other comprehensive loss, net consists of the following components, net of tax, (in thousands):
September 30,
2013
 December 31,
2012
June 30,
2014
 December 31,
2013
      
Foreign currency translation adjustment, net of tax of $1,336 and $1,336$(9,938) $(9,303)
Foreign currency translation adjustment$(5,818) $(6,117)
Unrealized gains on investments, net of tax of $0 and $0
 9

 3
Total accumulated other comprehensive loss, net$(9,938) $(9,294)$(5,818) $(6,114)
Changes in accumulated other comprehensive lossincome (loss) during the three months ended SeptemberJune 30, 20132014 are as follows (in thousands):
Foreign currency translation adjustment Unrealized gains (losses) on investments TotalForeign currency translation adjustment Unrealized gains on investments Total
Beginning balance$(14,351) $
 $(14,351)$(7,203) $3
 $(7,200)
Other comprehensive income before reclassifications4,413
 
 4,413
1,382
 
 1,382
Amounts reclassified from accumulated other comprehensive income
 
 
Amounts reclassified from accumulated other comprehensive loss
 
 
Net current-period other comprehensive income4,413
 
 4,413
1,382
 
 1,382
Ending balance$(9,938) $
 $(9,938)$(5,821) $3
 $(5,818)
Changes in accumulated other comprehensive income (loss) during the three months ended June 30, 2013 are as follows (in thousands):

1314


DICE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 Foreign currency translation adjustment Unrealized gains (losses) on investments Total
Beginning balance$(14,081) $5
 $(14,076)
Other comprehensive loss before reclassifications(270) (5) (275)
Amounts reclassified from accumulated other comprehensive loss
 
 
Net current-period other comprehensive loss(270) (5) (275)
Ending balance$(14,351) $
 $(14,351)
Changes in accumulated other comprehensive lossincome (loss) during the threesix months ended SeptemberJune 30, 20122014 are as follows (in thousands):
Foreign currency translation adjustment Unrealized gains (losses) on investments TotalForeign currency translation adjustment Unrealized gains on investments Total
Beginning balance$(11,459) $8
 $(11,451)$(6,117) $3
 $(6,114)
Other comprehensive income before reclassifications2,156
 (1) 2,155
296
 
 296
Amounts reclassified from accumulated other comprehensive income
 
 
Amounts reclassified from accumulated other comprehensive loss
 
 
Net current-period other comprehensive income2,156
 (1) 2,155
296
 
 296
Ending balance$(9,303) $7
 $(9,296)$(5,821) $3
 $(5,818)
Changes in accumulated other comprehensive lossincome (loss) during the ninesix months ended SeptemberJune 30, 2013 are as follows (in thousands):
 Foreign currency translation adjustment Unrealized gains (losses) on investments Total
Beginning balance$(9,303) $9
 $(9,294)
Other comprehensive loss before reclassifications(635) (9) (644)
Amounts reclassified from accumulated other comprehensive loss
 
 
Net current-period other comprehensive loss(635) (9) (644)
Ending balance$(9,938) $
 $(9,938)
Changes in accumulated other comprehensive loss during the nine months ended September 30, 2012 are as follows (in thousands):
 Foreign currency translation adjustment Unrealized gains (losses) on investments Total
Beginning balance$(12,055) $3
 $(12,052)
Other comprehensive income before reclassifications2,752
 4
 2,756
Amounts reclassified from accumulated other comprehensive income
 
 
Net current-period other comprehensive income2,752
 4
 2,756
Ending balance$(9,303) $7
 $(9,296)
 Foreign currency translation adjustment Unrealized gains (losses) on investments Total
Beginning balance$(9,303) $9
 $(9,294)
Other comprehensive loss before reclassifications(5,048) (9) (5,057)
Amounts reclassified from accumulated other comprehensive loss
 
 
Net current-period other comprehensive loss(5,048) (9) (5,057)
Ending balance$(14,351) $
 $(14,351)

11.10.    STOCK BASED COMPENSATION
DuringUnder the year ended December 31, 2012, the Company had two plans (the “2005 Plan and 2007 Plan”) under which it could grant stock-based awards to certain employees, directors and consultants of the Company and its subsidiaries. On April 20, 2012, at the Company’s Annual Meeting of Stockholders, the stockholders approved the Company’s 2012 Omnibus Equity Award Plan, (the “2012 Plan”). The 2012 Plan replaced the 2005Company has granted stock options and 2007 Plan.restricted stock to certain employees, consultants and directors. Compensation expense for stock-based awards made to employees, directors and consultants in return for service is recorded in accordance with Compensation-Stock Compensation of the FASB ASC. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest.
The Company recorded stock based compensation expense of $2.11.8 million and $6.34.1 million during the three and ninesix month periods ended SeptemberJune 30, 2013,2014, respectively, and $1.62.2 million and $4.6$4.2 million during the three month and ninesix month periods ended SeptemberJune 30, 2012,2013, respectively. At SeptemberJune 30, 20132014, there was $20.018.0 million of unrecognized compensation expense related to unvested awards, which is expected to be recognized over a weighted-average period of approximately 1.71.8 years.
Restricted Stock- Stock—Restricted stock is granted to employees and consultants of the Company and its subsidiaries, and to non-employee members of the Company’s Board. These shares are part of the compensation plan for services provided by the employees, consultants, or Board members. The closing price of the Company’s stock on the date of grant wasis used to determine the fair value of the grants. The expense related to the restricted stock grants is recorded over the vesting period. There was no cash flow impact resulting from the grants.
A summary of the status of restricted stock awards as of SeptemberJune 30, 20132014 and 20122013, and the changes during the periods then ended is presented below:

1415



DICE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 Three Months Ended September 30, 2013 Three Months Ended September 30, 2012 Three Months Ended June 30, 2014 Three Months Ended June 30, 2013
 Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date
Non-vested at beginning of the period 1,733,375
 $9.91
 1,202,244
 $10.28
 1,840,881
 $8.61
 1,816,425
 $9.94
Granted- Restricted Stock 117,000
 $9.39
 17,500
 $8.71
Granted—Restricted Stock 150,500
 $7.02
 34,500
 $9.14
Forfeited during the period (74,875) $10.03
 (14,250) $10.86
 (40,075) $8.55
 (74,000) $10.29
Vested during the period (25,125) $10.07
 (3,500) $12.65
 (60,175) $8.83
 (43,550) $9.72
Non-vested at end of period 1,750,375
 $9.87
 1,201,994
 $10.25
 1,891,131
 $8.48
 1,733,375
 $9.91
 Nine Months Ended September 30, 2013 Nine Months Ended September 30, 2012 Six Months Ended June 30, 2014 Six Months Ended June 30, 2013
 Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date
Non-vested at beginning of the period 1,305,369
 $10.09
 550,250
 $12.98
 1,560,375
 $9.81
 1,305,369
 $10.09
Granted- Restricted Stock 989,500
 $9.80
 862,300
 $9.01
Granted—Restricted Stock 935,500
 $7.17
 872,500
 $9.85
Forfeited during the period (170,563) $10.20
 (61,625) $10.73
 (94,200) $9.16
 (95,688) $10.34
Vested during the period (373,931) $10.30
 (148,931) $12.98
 (510,544) $10.01
 (348,806) $10.32
Non-vested at end of period 1,750,375
 $9.87
 1,201,994
 $10.25
 1,891,131
 $8.48
 1,733,375
 $9.91

Stock Options-Options—The fair value of each option grant is estimated using the Black-Scholes option-pricing model using the weighted-average assumptions in the table below. This valuation model requires the Company to make assumptions and judgments about the variables used in the calculation, including the fair value of the Company’s common stock, the expected life (the period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock, a risk-free interest rate and expected dividends. The expected life of options granted is derived from historical exercise behavior. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury rates in effect at the time of grant.
 Three Months Ended September 30, Nine Months Ended September 30, Three Months Ended June 30, Six Months Ended June 30,
 2013
2012 2013 2012 2014
2013 2014 2013
The weighted average fair value of options granted $3.39
 $
 $3.54
 $4.42
 $2.11
 $3.42
 $2.60
 $3.58
Dividend yield % % % % % % % %
Weighted average risk free interest rate 1.40% % 0.98% 0.84% 1.59% 0.70% 1.56% 0.85%
Weighted average expected volatility 41.46% % 42.20% 60.13% 32.70% 44.12% 40.55% 42.44%
Expected life (in years) 4.6
 
 4.6
 4.6
 4.6
 4.6
 4.6
 4.6
 
A summary of the status of options granted as of SeptemberJune 30, 20132014 and 20122013, and the changes during the periods then ended is presented below:


1516



DICE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended September 30, 2013Three Months Ended June 30, 2014
Options Weighted-Average Exercise Price Aggregate Intrinsic ValueOptions Weighted-Average Exercise Price Aggregate Intrinsic Value
Options outstanding at beginning of period8,595,577
 $5.24
 $36,183,544
7,509,051
 $5.62
 $17,674,282
Granted235,000
 $9.29
 
25,000
 $7.00
 
Exercised(522,394) $0.93
 $4,188,424
(402,183) $2.29
 $1,985,741
Forfeited(104,250) $9.13
 
(87,765) $7.96
 
Options outstanding at end of period8,203,933
 $5.58
 $27,187,484
7,044,103
 $5.79
 $16,371,140
Three Months Ended September 30, 2012Three Months Ended June 30, 2013
Options Weighted-Average Exercise Price Aggregate Intrinsic ValueOptions Weighted-Average Exercise Price Aggregate Intrinsic Value
Options outstanding at beginning of period8,755,825
 $4.58
 $43,682,363
8,838,989
 $5.18
 $45,041,060
Granted10,000
 $9.14
 
Exercised(35,179) $5.34
 $94,628
(212,623) $2.07
 $1,457,228
Forfeited(2,813) $9.16
 
(40,789) $8.85
 
Options outstanding at end of period8,717,833
 $4.58
 $35,795,158
8,595,577
 $5.24
 $36,183,544
Nine Months Ended September 30, 2013Six Months Ended June 30, 2014
Options Weighted-Average Exercise Price Aggregate Intrinsic ValueOptions Weighted-Average Exercise Price Aggregate Intrinsic Value
Options outstanding at beginning of period8,780,400
 $4.67
 $41,236,574
7,536,601
 $5.53
 $17,493,907
Granted968,000
 $9.71
 
614,000
 $7.19
 
Exercised(1,382,403) $2.28
 $9,848,965
(899,529) $3.83
 $3,054,846
Forfeited(162,064) $8.95
 
(206,969) $9.31
 
Options outstanding at end of period8,203,933
 $5.58
 $27,187,484
7,044,103
 $5.79
 $16,371,140
Exercisable at end of period6,475,360
 $4.57
 $26,834,448
5,597,909
 $5.09
 $16,122,410
Nine Months Ended September 30, 2012Six Months Ended June 30, 2013
Options Weighted-Average Exercise Price Aggregate Intrinsic ValueOptions Weighted-Average Exercise Price Aggregate Intrinsic Value
Options outstanding at beginning of period8,826,199
 $4.19
 $38,284,701
8,780,400
 $4.67
 $41,236,574
Granted523,000
 $9.01
 
733,000
 $9.84
 
Exercised(563,990) $2.33
 $4,240,828
(860,009) $3.10
 $5,660,541
Forfeited(67,376) $6.95
 
(57,814) $8.62
 
Options outstanding at end of period8,717,833
 $4.58
 $35,795,158
8,595,577
 $5.24
 $36,183,544
Exercisable at end of period7,239,323
 $3.91
 $33,479,422
6,851,628
 $4.22
 $35,118,065
The weighted-average remaining contractual term of options exercisable at SeptemberJune 30, 20132014 is 2.62.1 years. The following table summarizes information about options outstanding as of SeptemberJune 30, 20132014:
 

1617



DICE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 Options Outstanding 
Options
Exercisable
 Options Outstanding 
Options
Exercisable
Exercise Price 
Number
Outstanding
 
Weighted-
Average
Remaining
Contractual
Life
 
Number
Exercisable
 
Number
Outstanding
 
Weighted-
Average
Remaining
Contractual
Life
 
Number
Exercisable
   (in years)     (in years)  
$ 0.20 - $ 0.99 688,391
 1.9
 688,391
 313,791
 1.2
 313,791
$ 1.00 - $ 3.99 2,164,527
 2.1
 2,164,527
 1,749,151
 1.4
 1,749,151
$ 4.00 - $ 5.99 581,945
 3.1
 581,945
 581,945
 2.3
 581,945
$ 6.00 - $ 8.99 3,393,267
 3.2
 2,747,258
 3,434,466
 3.3
 2,542,526
$ 9.00 - $ 14.50 1,375,803
 5.9
 293,239
 964,750
 5.2
 410,496
 8,203,933
   6,475,360
 7,044,103
   5,597,909

12.11.    SEGMENT INFORMATION
The Company changed its reportable segments during the fourth quarter of 2013 to reflect the current operating structure. Accordingly, all prior periods have been recast to reflect the current segment presentation.
The Company has threefive reportable segments: Tech & Clearance, Finance, Energy, Healthcare and Energy.Hospitality. The Tech & Clearance reportable segment includes the Dice.com, ClearanceJobs.com, Slashdot Media servicesand The IT Job Board (since the date of acquisition) and The IT Job Board® (since the date of acquisition).services, as well as related career fairs. The Finance reportable segment includes the eFinancialCareers service worldwide, including both the operating segments of North America and International.worldwide. The Energy reportable segment includes the Rigzone service.service, OilCareers service (since the date of acquisition) and related career fairs. The Healthcare reportable segment includes Health Callings, HEALTHeCAREERS and BioSpace (since the date of acquisition of HEALTHeCAREERS and BioSpace) services. The Hospitality reportable segment includes Hcareers (since the date of acquisition) and did not require recast as it was new in the year ended 2013. Management has organized its reportable segments based upon the industry verticals served. Each of the reportable segments generates significant revenue from sales of recruitment packages and related services.
The Company has other services and activities that individually are not more than 10% of consolidated revenues, netoperating income or total assets. These include Health Callings, Targeted Job FairsSlashdot Media and WorkDigital (since the date of acquisition) and are reported in the “Other” category. “Corporate & Other” category, along with corporate-related costs which are not considered in a segment.
The Company’s foreign operations are comprised of The IT Job Board®Board operations (since the date of acquisition) and a portion of the eFinancialCareers, RigzoneOilCareers (since the date of acquisition) and Slashdot MediaRigzone services, which operate in Europe, the financial centers of the Gulf Regiongulf region of the Middle East and Asia Pacific. The Company’s foreign operations also include Hcareers (since the date of acquisition), which operates in Canada.
The following table shows the segment information (in thousands):

 Three Months Ended September 30, Nine Months Ended September 30,
 2013 2012 2013 2012
By Segment:       
Revenues:       
Tech & Clearance$37,032
 $32,975
 $109,123
 $96,278
Finance8,556
 9,379
 25,891
 29,141
Energy5,952
 4,486
 16,939
 13,813
Other1,076
 1,198
 3,111
 3,393
Total revenues$52,616
 $48,038
 $155,064

$142,625
        
Depreciation:       
Tech & Clearance$1,779
 $1,255
 $4,676
 $3,319
Finance124
 160
 395
 446
       Energy36
 24
 94
 70
Other72
 66
 212
 196
Total depreciation$2,011
 $1,505
 $5,377
 $4,031
        
Amortization:       
Tech & Clearance$1,264
 $97
 $2,370
 $97
Finance19
 194
 406
 194
       Energy775
 1,092
 2,325
 4,426
Other150
 36
 516
 237
Total amortization$2,208
 $1,419
 $5,617
 $4,954
        
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DICE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Operating income (loss):       
Tech & Clearance$9,648
 $13,096
 $30,452
 $37,464
Finance1,169
 2,053
 4,794
 8,793
       Energy1,572
 708
 4,207
 614
Other(873) (1,150) (3,781) (2,590)
Operating income11,516
 14,707
 35,672
 44,281
Interest expense(378) (327) (1,097) (1,696)
Interest income5
 16
 29
 72
Other income
 
 232
 
Income before income taxes$11,143
 $14,396
 $34,836
 $42,657
        
Capital expenditures:       
Tech & Clearance$1,915
 $836
 $7,372
 $3,143
Finance129
 368
 235
 701
Energy91
 4
 390
 14
       Other139
 79
 318
 177
Total capital expenditures$2,274
 $1,287
 $8,315
 $4,035
        
By Geography:       
Revenues:       
U.S.$42,457
 $38,526
 $125,297
 $113,331
Non- U.S.10,159
 9,512
 29,767
 29,294
Total revenues$52,616
 $48,038
 $155,064
 $142,625
 Three Months Ended June 30, Six Months Ended June 30,
 2014 2013 2014 2013
By Segment:       
Revenues:       
Tech & Clearance$34,042
 $32,411
 $66,485
 $64,378
Finance9,235
 8,727
 18,044
 17,335
Energy8,501
 6,171
 14,422
 11,372
Healthcare6,623
 621
 13,074
 1,197
Hospitality3,451
 
 6,382
 
Corporate & Other4,692
 4,083
 8,827
 8,166
Total revenues$66,544
 $52,013
 $127,234
 $102,448
        
Depreciation:       
Tech & Clearance$1,565
 $1,143
 $3,134
 $2,274
Finance153
 129
 289
 271
       Energy47
 32
 83
 58
Healthcare743
 57
 1,442
 118
Hospitality62
 
 121
 
Corporate & Other326
 348
 648
 645
Total depreciation$2,896
 $1,709
 $5,717
 $3,366
        
Amortization:       
Tech & Clearance$980
 $
 $1,944
 $
Finance19
 194
 38
 388
       Energy1,790
 775
 2,565
 1,550
Healthcare917
 30
 2,737
 66
Hospitality574
 
 1,147
 
Corporate & Other163
 709
 323
 1,405
Total amortization$4,443
 $1,708
 $8,754
 $3,409
        


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DICE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 Three Months Ended June 30, Six Months Ended June 30,
 2014 2013 2014 2013
        
Operating income (loss):       
Tech & Clearance$13,577
 $14,996
 $24,916
 $30,760
Finance1,573
 1,972
 3,267
 3,625
       Energy1,372
 1,743
 2,565
 2,925
Healthcare(982) (402) (3,234) (738)
Hospitality547
 
 777
 
Corporate & Other(3,099) (5,608) (7,427) (12,416)
Operating income12,988
 12,701
 20,864
 24,156
Interest expense(1,055) (344) (1,948) (719)
Other income (expense)(129) 247
 (137) 256
Income before income taxes$11,804
 $12,604
 $18,779
 $23,693
        
Capital expenditures:       
Tech & Clearance$1,516
 $2,439
 $2,806
 $4,420
Finance171
 47
 492
 106
Energy97
 44
 97
 299
Healthcare370
 79
 706
 172
Hospitality14
 
 18
 
Corporate & Other86
 277
 208
 1,044
Total capital expenditures$2,254
 $2,886
 $4,327
 $6,041
        
By Geography:       
Revenues:       
United States$46,855
 $41,855
 $91,843
 $82,840
Non-United States19,689
 10,158
 35,391
 19,608
Total revenues$66,544
 $52,013
 $127,234
 $102,448
September 30,
2013
 December 31,
2012
June 30,
2014
 December 31,
2013
Total assets:      
Tech & Clearance$204,640
 $183,896
$175,351
 $180,366
Finance91,285
 92,513
71,588
 89,213
Energy51,701
 53,203
87,886
 52,374
Other23,493
 24,618
Healthcare22,942
 28,679
Hospitality37,871
 38,600
Corporate & Other29,561
 31,409
Total assets$371,119
 $354,230
$425,199
 $420,641
The following table shows the carrying amount of goodwill by reportable segment as of December 31, 20122013 and SeptemberJune 30, 20132014 and the changes in goodwill for the ninesix month period ended SeptemberJune 30, 20132014 (in thousands):
Tech & Clearance Finance Energy Other TotalTech & Clearance Finance Energy Healthcare Hospitality Corporate & Other Total
                      
Balance, December 31, 2012$90,991
 $55,315
 $35,104
 $21,534
 $202,944
Balance, December 31, 2013$96,519
 $56,254
 $35,104
 $6,269
 $17,456
 $18,588
 $230,190
Addition for Acquisitions9,130
 
 
 
 9,130

 
 15,078
 
 
 
 15,078
Foreign currency translation adjustment533
 (72) 
 (29) 432
333
 1,617
 5
 
 (161) 628
 2,422
Goodwill at September 30, 2013$100,654
 $55,243
 $35,104
 $21,505
 $212,506
Goodwill at June 30, 2014$96,852
 $57,871
 $50,187
 $6,269
 $17,295
 $19,216
 $247,690
                      

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DICE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Goodwill acquired during the six month period ended June 30, 2014 was the result of the OilCareers acquisition. OilCareers was acquired in March 2014 and the valuation of assets and liabilities was completed during the second quarter of 2014, resulting in an increase to goodwill.

13.12.    EARNINGS PER SHARE
Basic earnings per share (“EPS”) is computed based on the weighted-average number of shares of common stock outstanding. Diluted EPS is computed based on the weighted-average number of shares of common stock outstanding plus common stock equivalents assuming exercise of stock options, where dilutive. Options to purchase approximately 3.03.4 million and 2.33.2 million shares were outstanding during the three and ninesix month periods ended SeptemberJune 30, 20132014, respectively, and options to purchase approximately 2.32.6 million and 1.22.2 million shares were outstanding during the three and ninesix month periods ended SeptemberJune 30, 2012,2013, respectively, but were excluded from the calculation of diluted EPS for the periods then ended because the options’

18

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exercise price was greater than the average market price of the common shares. The following is a calculation of basic and diluted earnings per share and weighted-average shares outstanding (in thousands, except per share amounts):
Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended June 30, Six Months Ended June 30,
2013 2012 2013 20122014 2013 2014 2013
Net income$7,058
 $11,001
 $22,106
 $29,074
Income from continuing operations—basic and diluted$7,208
 $7,973
 $11,603
 $15,048
              
Weighted-average shares outstanding—basic56,606
 59,907
 57,324
 62,214
52,275
 57,833
 52,688
 57,682
Add shares issuable upon exercise of stock options2,899
 3,236
 3,173
 3,422
1,915
 3,077
 2,086
 3,320
Weighted-average shares outstanding—diluted59,505
 63,143
 60,497
 65,636
54,190
 60,910
 54,774
 61,002
              
Basic earnings per share$0.12
 $0.18
 $0.39
 $0.47
$0.14
 $0.14
 $0.22
 $0.26
Diluted earnings per share$0.12
 $0.17
 $0.37
 $0.44
$0.13
 $0.13
 $0.21
 $0.25


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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes included elsewhere in this report. See also “Note Concerning Forward-Looking Statements” in our Annual Report on Form 10-K for the year ended December 31, 2013.
Information contained herein contains forward-looking statements. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include, without limitation, information concerning our possible or assumed future results of operations, 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, foreign exchange risk, 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 our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2012,2013, under the headings “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.Operations.”
Information contained herein contains certain non-GAAP financial measures. These measures are not in accordance with, or an alternative for measures in accordance with U.S. GAAP. Such measures presented herein include adjusted earnings before interest, taxes, depreciation, amortization, non-cash stock based compensation expense, and other non-recurring income or expense (“Adjusted EBITDA”), and free cash flow. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”.Resources.”
You should keep in mind that any forward-looking statement made by us herein, or elsewhere, speaks only as of the date on which it is made. New risks and uncertainties come up from time to time, and it is impossible to predict these events or how they may affect us. We have no obligation to update any forward-looking statements after the date hereof, except as required by federal securities laws.
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy and information statements and other material information concerning us are available free of charge on the Investor Relations page of our website at www.diceholdingsinc.com. Our reports filed with the SEC are also available at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549, by calling 1-800-SEC-0330, or by visiting http://www.sec.gov.
Overview
We are a leading provider of specialized websites for select professional communities. Through our online communities, professionals can manage their careers by finding relevant job opportunities and by building their knowledge through original and community-shared content. Our websites enable employers, recruiters, staffing agencies, consulting firms and marketing professionals to effectively target and reach highly-valued audiences.
In online recruitment, we target employment categories in which there is a long-term scarcity of highly skilled, highly qualified professionals relative to market demand. Our websites serve as online marketplaces where employers and recruiters find and recruit prospective employees, and where professionals find relevant job opportunities and information to further their careers.
In online media, we serve the technology community and the marketing and advertising professionals who want to reach this audience where they create, improve, compare and distribute open source software or debate and discuss current news and issues.

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Our websites offer job postings, news and content, open source software, career development and recruiting services tailored to the specific needs of the professional community that each website serves.

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Through our predecessors, we have been in the recruiting and career development business for more than 23 years. Based on our operating structure, we have identified threefive reportable segments under the Segment Reporting topic of the FASB ASC.
Our reportable segments include include:
Tech & Clearance (which includesClearance— Dice.com, ClearanceJobs.com, Slashdot Media and The IT Job Board® (from the date of acquisition)), Finance (which includes eFinancialCareers’ global service),Board (acquired in July 2013) and Energy (which includes WorldwideWorkerrelated career fairs
Finance— eFinancialCareers
Energy— Rigzone, OilCareers (acquired in March 2014) and Rigzone, which were combined into one service under the Rigzone brand and website in January 2012). Targeted Job Fairs,related career fairs
Healthcare— Health Callings, (acquired as AllHealthcareJobsHEALTHeCAREERS and BioSpace (both acquired in June 2009), and WorkDigitalNovember 2013)
Hospitality— Hcareers (acquired in October 2012) do not meet certain quantitative thresholds, and therefore are reported in the aggregate in Other.
Recent Developments
Effective September 30, 2013, Scot Melland resigned from his position as Chairman, President and Chief Executive Officer. Mr. Melland retained a seat on the Board. Michael Durney became President and CEO and a director of Dice Holdings, Inc., and Peter Ezersky became Chairman of the Board on September 30, 2013. On October 14, 2013, John Roberts joined the Company as Chief Financial Officer succeeding Mr. Durney.
On October 28, 2013, the Company entered into a new Credit Agreement, which provides for a $50.0 million term loan facility and a revolving loan facility of $200.0 million, with both facilities maturing in October 2018. Borrowings under the Credit Agreement bear interest, at the Company’s option, at a LIBOR rate or base rate plus a margin. The margin ranges from 1.75% to 2.50% on LIBOR loans and 0.75% to 1.50% on base rate loans, determined by the Company’s most recent consolidated leverage ratio. Interest rates and covenants in the new Credit Agreement are consistent with the previous Credit Agreement. Quarterly payments of principal are required on the term loan facility, commencing March 31, 2014.  The facilities may be prepaid at any time without penalty and payments on the term loan facility result in a permanent reduction. The Company borrowed $65.0 million under the new Credit Agreement to repay in full all outstanding indebtedness under the previous Credit Agreement, which was terminated upon repayment.November 2013)
Our Revenues and Expenses
We derive the majority of our revenues from customers who pay fees, either annually, quarterly or monthly, to post jobs on our websites and to access our searchable databases of resumes. Our fees vary by customer based on the number of individual users of our databases of resumes, the number and type of job postings purchased and the terms of the package purchased. Our Tech & Clearance segment sells recruitment packages that can include both access to our databases of resumes and Open Web profiles, as well as job posting capabilities. Our Finance, Energy, Healthcare and EnergyHospitality segments sell job postings and access to our resume databases either as part of a package or individually. We believe the key metrics that are material to an analysis of our businesses are our total number of recruitment package customers and the revenue, on average, that these customers generate. At SeptemberJune 30, 20132014, Dice.com had approximately 8,4508,000 total recruitment package customers, and our other websites collectively served approximately 3,900 customers, including some customers who are also customers of Dice.com, as of the same date. Customers who buy multiple products or services are counted individually.customers. Deferred revenue is a key metric of our business as it indicates a level of sales already made that will be recognized as revenue in the future. Deferred revenue reflects the impact of our ability to sign customers to long-termlonger term contracts. We recorded deferred revenue of $69.485.7 million and $69.477.4 million at SeptemberJune 30, 20132014 and December 31, 20122013, respectively.
We also generate revenue from advertising on our various websites or from lead generation and marketing solutions provided to our customers. Advertisements include various forms of rich media and banner advertising, text links, sponsorships, and custom content marketing solutions. Lead generation information utilizes advertising and other methods to deliver leads to a customer.
Our ability to continue to grow our revenues will largely depend on our ability to grow our customer bases in the markets in which we operate by acquiring new recruitment package customers and advertisers while retaining a high proportion of the customers we currently serve, and to expand the breadth of services our customers purchase from us. We continue to make investments in our business and infrastructure to help us achieve our long-term growth objectives.
Other material factors that may affect our results of operations include our ability to attract qualified professionals that become engaged with our websites and our ability to attract customers with relevant job opportunities. The more qualified professionals that use our websites, the more attractive our websites become to employers and advertisers, which in turn makes them more likely to become our customers, resulting positively on our results of operations. If we are unable to continue to attract qualified professionals to engage with our websites, our customers may no longer find our services attractive, which could have a negative impact on our results of operations. Additionally, we need to ensure that our websites remain relevant in order to attract qualified professionals to our websites and to engage them in high-valued tasks such as posting resumes and/or applying to jobs.

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The largest components of our expenses are personnel costs and marketing and sales expenditures. Personnel costs consist of salaries, benefits, and incentive compensation for our employees, including commissions for salespeople. Personnel costs are categorized in our statement of operations based on each employee’s principal function. Marketing expenditures primarily consist of online advertising and direct mailing programs.
Critical Accounting Policies
There have been no material changes to our critical accounting policies as compared to the critical accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.2013.

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Results of Operations
Three Months Ended SeptemberJune 30, 20132014 Compared to the Three Months Ended SeptemberJune 30, 20122013
Revenues
 
Three Months Ended September 30, Increase (Decrease) 
Percent
Change
Three Months Ended June 30, Increase 
Percent
Change
2013 2012 2014 2013 
(in thousands, except percentages)(in thousands, except percentages)
Tech & Clearance$37,032
 $32,975
 $4,057
 12.3 %$34,042
 $32,411
 $1,631
 5.0%
Finance8,556
 9,379
 (823) (8.8)%9,235
 8,727
 508
 5.8%
Energy5,952
 4,486
 1,466
 32.7 %8,501
 6,171
 2,330
 37.8%
Other1,076
 1,198
 (122) (10.2)%
Healthcare6,623
 621
 6,002
 N/A
Hospitality3,451
 
 3,451
 %
Corporate & Other4,692
 4,083
 609
 14.9%
Total revenues$52,616
 $48,038
 $4,578
 9.5 %$66,544
 $52,013
 $14,531
 27.9%
Our revenues were $52.666.5 million for the three month period ended SeptemberJune 30, 20132014 compared to $48.052.0 million for the same period in 20122013, an increase of $4.614.5 million, or 9.5%27.9%.
We experienced an increase in the Tech & Clearance segment revenue of $4.11.6 million, or 12.3%5.0%, of which the acquisitionsacquisition of Slashdot Media and The IT Job Board®Board contributed $2.9 million and $1.1$2.5 million to the increase, respectively.increase. Revenue at Dice.com was essentially flatdecreased by approximately $1.0 million compared to the three monthsame period ended Septemberin 2013. Recruitment package customer count decreased from 8,650 at June 30, 2012. We saw an increase in revenue2013 to 8,000 at June 30, 2014, but is unchanged from recruitment packages offset by lower revenue from transactional job advertising.March 31, 2014. Our customers’ usage of our websites increased, as demonstrated through an increase in average monthly revenue per recruitment package customer at Dice.com of approximately 2%4% from thethree month period ended SeptemberJune 30, 20122013 to the three month period ended SeptemberJune 30, 20132014. The recruitment package customer count at Dice.com decreased from 8,650 at September 30, 2012 to 8,450 at September 30, 2013. Revenues decreased at ClearanceJobs by $127,000 for the three month period ended September 30, 2013 as compared to the same period in 2012, a decrease of 5%. This decrease was attributed to the slow-growth environment due to sequestration.
The Finance segment experienced a declinean increase in revenue of $823,000508,000, or 8.8%5.8%. The decrease was the result of continued declines in recruitment activity, beginning in the second half of 2011 and continuing through the third quarter of 2013, primarily due to the global economic slowdown including the European debt crisis causing companies to slow hiring, decreasing demand for our product. Currency impact for the three month period ended SeptemberJune 30, 20132014 was a decrease toincreased revenue ofby approximately $140,000.$700,000. In originating currency, revenue decreased 9% in the UK, 8% in North America, 5%increased 7% in Continental Europe, and 5%2% in the Asia Pacific region.region, 2% in the UK, and decreased 11% in North America. Recruitment activity in financial services increased in the quarter, particularly in Europe and Asia.
Revenues for the Energy segment totaled $6.08.5 million for the three month period ended SeptemberJune 30, 2014, an increase of $2.3 million or 37.8% from the comparable 2013 period. The acquisition of OilCareers in March 2014 contributed $2.0 million of the increase. The remaining increase was primarily a result of increased usage of our advertising products and our career center.
The Healthcare segment, consisting of HEALTHeCAREERS, BioSpace and Health Callings, increased revenue by $6.0 million. The acquisitions of HEALTHeCAREERS and BioSpace on November 7, 2013 provided the increase.
Revenues for the Hospitality segment, which includes Hcareers, totaled $3.5 million. Hcareers was acquired on November 7, 2013.
Revenues from the Corporate & Other segment, which consists of revenue from Slashdot Media and WorkDigital, increased by $609,000 or 14.9% due to Slashdot Media.
Cost of Revenues
 Three Months Ended June 30, Increase 
Percent
Change
2014 2013 
 (in thousands, except percentages)
Cost of revenues$9,531
 $5,636
 $3,895
 69.1%
Percentage of revenues14.3% 10.8%    
Our cost of revenues for the three month period ended June 30, 2014 was $9.5 million compared to $5.6 million for the same period in 2013, an increase of $1.53.9 million, or 69.1%. The Healthcare segment increased $2.4 million due to the acquisitions of HEALTHeCAREERS and BioSpace. HEALTHeCAREERS has relationships with various healthcare associations which provide traffic and jobs to the website. Royalties paid to these associations are driving $1.2 million of the increase at the Healthcare segment. The Tech & Clearance segment experienced an increase of $663,000, of which $351,000

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was attributed to additional headcount in account management for Dice.com and increases for software and maintenance due to additional seat licenses. The acquisition of The IT Job Board added $312,000 to the remainder of the increase at the Tech & Clearance segment. The Hospitality segment increased $404,000 due to the acquisition of Hcareers, and the Energy segment increased $177,000 due to increased cost of recruitment events.
Product Development Expenses

 Three Months Ended June 30, Increase 
Percent
Change
2014 2013 
 (in thousands, except percentages)
Product Development$6,364
 $5,223
 $1,141
 21.8%
Percentage of revenues9.6% 10.0%    
Product development expenses for the three month period ended June 30, 2014 were $6.4 million compared to $5.2 million for the same period in 2013, an increase of $1.1 million or 32.7%21.8%. The Healthcare segment increased by $512,000; the acquisition of HEALTHeCAREERS and BioSpace contributed to the increase. An increase of $366,000 was experienced in the Tech & Clearance segment, primarily driven by additional salaries and related costs of $233,000 to fund new product development and innovation. The acquisition of The IT Job Board added the remaining $133,000 of the increase. The Hospitality segment increased $291,000 due to the acquisition of Hcareers. The Finance segment increased by $202,000, primarily driven by additional salaries and related costs and system upgrades. The Corporate & Other segment experienced a decrease of $377,000, primarily attributable to lower headcount at Slashdot Media.
Sales and Marketing Expenses
 Three Months Ended June 30, Increase 
Percent
Change
2014 2013 
 (in thousands, except percentages)
Sales and Marketing$20,268
 $16,904
 $3,364
 19.9%
Percentage of revenues30.5% 32.5%    
Sales and marketing expenses for the three month period ended June 30, 2014 fromwere $20.3 million compared to $16.9 million for the comparablesame period in 20122013, an increase of $3.4 million period.or 19.9%. The increase wasTech and Clearance segment marketing expense decreased by $1.8 million due to the change in marketing initiatives. Marketing costs were lower due to a reduction in email campaigns, radio advertising, online and regional advertising and tradeshows. Sales expense at the Tech and Clearance segment increased by $961,000 primarily due to the resultacquisition of increased usage of our career center and advertising as well asThe IT Job Board. The Healthcare segment experienced an increase in events revenueoverall sales and marketing expense of $1.3 million to $2.0 million for the three month period ended June 30, 2014; of which the acquisition of HEALTHeCAREERs and BioSpace added $1.7 million to the increase. This increase was offset by decreased sales and marketing expenses at Health Callings of $392,000.
The Hospitality segment sales and marketing expense increased by $1.1 million due to increased costs related to the acquisition of Hcareers. At the the Finance segment, we experienced an increase of $479,000 in sales costs due to increased commissions costs as a biennial industry event that occurredresult of higher billings and an increase of $198,000 in marketing costs. The Energy segment increased by $980,000 primarily due to the current period.acquisition of OilCareers.
Cost of RevenuesGeneral and Administrative Expenses
 Three Months Ended September 30, Increase 
Percent
Change
2013 2012 
 (in thousands, except percentages)
Cost of revenues$6,099
 $3,603
 $2,496
 69.3%
Percentage of revenues11.6% 7.5%    
 Three Months Ended June 30, Increase 
Percent
Change
2014 2013 
 (in thousands, except percentages)
General and administrative$10,009
 $8,083
 $1,926
 23.8%
Percentage of revenues15.0% 15.5%    
General and administrative expenses for the three month period ended June 30, 2014 were $10.0 million compared to $8.1 million for the same period in 2013, an increase of $1.9 million or 23.8%.

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Our cost of revenues for the three month period ended September 30, 2013Stock-based compensation expense was $6.1 million compared to $3.6 million for the same period in 2012, an increase of $2.51.8 million, or 69.3%. The Tech & Clearance segment experienced an increase in costa decrease of revenues of $1.9 million, of which the acquisition of Slashdot Media contributed $1.3 million to the increase, as compared to the three months ended September 30, 2012. The increase was also due to our investment in an integrated enterprise platform including software, the related personnel and consulting services to drive this initiative. The Energy segment experienced an increase in cost of revenues of $645,000 primarily due to increases in events, including costs related to a biennial industry event that occurred in the current period.
Product Development Expenses
 Three Months Ended September 30, Increase 
Percent
Change
2013 2012 
 (in thousands, except percentages)
Product Development$5,597
 $3,874
 $1,723
 44.5%
Percentage of revenues10.6% 8.1%    
Product development expenses for the three month period ended September 30, 2013 were $5.6 million compared to $3.9 million for the same period in 2012, an increase of $1.7 million or 44.5%. An increase of $1.6 million was experienced in the Tech & Clearance segment, of which the acquisition of Slashdot Media contributed $893,000 to the increase. The remaining increase in the Tech & Clearance segment was driven by additional salaries and related costs for an increased number of employees. We invested in programs to create an agile development environment and expand our product base. This investment included the expansion of our staff of product management and development personnel. The Finance segment experienced an increase of $241,000 primarily related to employee-related separation costs and increased costs to build a mobile platform.
Sales and Marketing Expenses
 Three Months Ended September 30, Increase 
Percent
Change
2013 2012 
 (in thousands, except percentages)
Sales and Marketing$16,601
 $16,194
 $407
 2.5%
Percentage of revenues31.6% 33.7%    
Sales and marketing expenses for the three month period ended September 30, 2013 were $16.6 million compared to $16.2 million for the same period in 2012, an increase of $407,000 or 2.5%. The Energy segment experienced an increase of $271,000 in sales and marketing expenses. The increase in the Energy segment was the result of increased costs related to expanding our worldwide sales organization and incentive compensation resulting from sales growth, as well as marketing to oil and gas professionals.
The Tech & Clearance segment experienced an increase in sales and marketing of $228,000approximately $400,000 compared to the same period in 2012 to $10.1 million. We experienced a $1.2 million decrease in advertising and other marketing costs, due to decreased spending for our online advertising, email and social network campaigns. The addition of the Slashdot Media business has provided traffic to the Dice.com website, allowing us to reduce our third party marketing spend on Dice.com. This decrease was partially offset by increases of $571,000 and $509,000 of sales costs from the recently acquired Slashdot Media and The IT Job Board® businesses.
The Finance segment experienced a decrease in overall sales and marketing expense of $131,000 to $3.7 million for the three months ended September 30, 2013, primarily due to reduction of spending in non-core markets.
General and Administrative Expenses
 Three Months Ended September 30, Increase 
Percent
Change
2013 2012 
 (in thousands, except percentages)
General and administrative$8,534
 $6,736
 $1,798
 26.7%
Percentage of revenues16.2% 14.0%    

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General and administrative expenses for the three month period ended September 30, 2013 were $8.5 million compared to $6.7 million for the same period in 2012, an increase of $1.8 million or 26.7%.
Stock-based compensation expense was $2.1 million, an increase of $445,000 compared to the same period in 2012. The increasedecrease was due to more people receiving awards in the annual grantlower value of equity awards maderecognized in the first quarter of 2013 primarily due to the addition of Slashdot and Work Digital employees.current period.
General and administrative expense for the Tech & Clearance segment increased $1.7 million$848,000 in the three month period ended SeptemberJune 30, 20132014, as compared to the same period in 20122013. An increase of $1.2 millionApproximately $501,000 at the Tech & Clearance segment was primarily due to employee-related separation costs, increases in employee-related expenses and recruitment costs, offset by decreased legal expense. Increases of $371,000 and $119,000 were due to costs related to The IT Job Board®Board business. The remaining increase of $347,000 was related to increased recruitment fees and Slashdot Media businesses, respectively, following the acquisitionemployee-related expenses. The build out of these businesses as comparedTech & Clearance operations in Silicon Valley and additional office space in Iowa also added to the increase.three months ended September 30, 2012.
The Healthcare and Hospitality segments increased by $741,000 and $460,000 due to the acquisitions of HEALTHeCAREERS and BioSpace and Hcareers, respectively. The Energy segment increased $313,000 due to the OilCareers acquisition. The Finance segment increased by $178,000 due primarily to recruitment fees and other employee-related costs.
Depreciation
Three Months Ended September 30, Increase 
Percent
Change
Three Months Ended June 30, Increase 
Percent
Change
2013 2012 2014 2013 
(in thousands, except percentages)
Depreciation$2,011
 $1,505
 $506
 33.6%$2,896
 $1,709
 $1,187
 69.5%
Percentage of revenues3.8% 3.1%    4.4% 3.3%    
Depreciation expense for the three month period ended SeptemberJune 30, 20132014 was $2.02.9 million compared to $1.51.7 million for the same period of 20122013, an increase of $506,0001.2 million or 33.6%69.5%. The increase was primarily related to the addition of Slashdot Media assets which contributed $265,000 of the increase in depreciation expense during the three month period ended September 30, 2013. The remaining increase in depreciation was the result of other capital additions to hardware, software, and web development costs at the Tech & Clearance segment.
Amortization of Intangible Assets
 Three Months Ended September 30, Increase 
Percent
Change
2013 2012 
 (in thousands, except percentages)
Amortization$2,208
 $1,419
 $789
 55.6%
Percentage of revenues4.2% 3.0%    

Amortization expense for the three month period ended September 30, 2013 was $2.2 million compared to $1.4 million for the same period in 2012, an increase of $789,000 or 55.6%. Amortization expense for the three month period ended September 30, 2013 increased by $1.3 million due to The IT Job Board®, Slashdot Media and WorkDigital acquisitions, offset by decreased amortization expense related to certain intangible assets from the Health Callings, FINS.com, Rigzone and Worldwideworker acquisitions becoming fully amortized.
Change in Acquisition Related Contingencies
The change in acquisition related contingencies was an expense of $50,000 for the three month period ended September 30, 2013 due to the WorkDigital acquisition. In October 2013, a payment of $5.0 million related to the WorkDigital acquisition was made to the sellers. We expect deferred purchase price payments totaling $5.0 million to be made for the WorkDigital acquisition in October 2014 and payments totaling $4.8 million by December 2014 related to The IT Job Board® acquisition.
Operating Income
Operating income for the three month period ended September 30, 2013 was $11.5 million compared to $14.7 million for the same period in 2012, a decrease of $3.2 million or 21.7%. The decrease was the result of higher operating costs, primarily related to expenses of the new businesses of The IT Job Board® and Slashdot Media.

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Interest Expense
 Three Months Ended September 30, Increase 
Percent
Change
2013 2012 
 (in thousands, except percentages)
Interest expense$378
 $327
 $51
 15.6%
Percentage of revenues0.7% 0.7%    
Interest expense for the three month period ended September 30, 2013 was $378,000 compared to $327,000 for the same period in 2012, a decrease of $51,000 or 15.6%.
Income Taxes
 Three Months Ended September 30,
2013 2012
(in thousands, except
percentages)
Income before income taxes$11,143
 $14,396
Income tax expense4,085
 3,395
Effective tax rate36.7% 23.6%
The effective income tax rate was 36.7% and 23.6% for the three month period ended September 30, 2013 and September 30, 2012, respectively. The rate was higher in the current period because of a change in the mix of U.S. and non-U.S. income.  Also, the prior year period included a $1.8 million discrete item reducing tax expense for a decrease in the accrual for unrecognized tax benefits, primarily due to the lapse of the statute of limitations with regard to various uncertain tax positions.

Nine Months Ended September 30, 2013 Compared to the Nine Months Ended September 30, 2012
Revenues
 Nine Months Ended September 30, Increase (Decrease) 
Percent
Change
2013 2012 
 (in thousands, except percentages)
Tech & Clearance$109,123
 $96,278
 $12,845
 13.3 %
Finance25,891
 29,141
 (3,250) (11.2)%
Energy16,939
 13,813
 3,126
 22.6 %
Other3,111
 3,393
 (282) (8.3)%
Total revenues$155,064
 $142,625
 $12,439
 8.7 %
Our revenues were $155.1 million for the nine month period ended September 30, 2013 compared to $142.6 million for the same period in 2012, an increase of $12.4 million, or 8.7%.
We experienced an increase in the Tech & Clearance segment of $12.8 million, or 13.3%, of which the acquisitions of Slashdot MediaonTargetJobs and The IT Job Board® contributed $11.1 million and $1.1 million, respectively, to the increase. Revenue at Dice.com for the nine month period ended September 30, 2013 increased $798,000 as compared to the same period in 2012. Our customers’ usage of our websites increased, as demonstrated through an increase in average monthly revenue per recruitment package customer at Dice.com of approximately 3% from the nine month period ended September 30, 2012 to the nine month period ended September 30, 2013.
The Finance segment experienced a decline in revenue of $3.3 million, or 11.2%. The decrease was the result of continued declines in recruitment activity, beginning in the second half of 2011 and continuing through the first nine months of 2013, primarily due to the global economic slowdown including the European debt crisis and a recession in the United Kingdom causing companies to slow hiring, decreasing demand for our product. Currency impact for the nine month period ended September 30, 2013 was a decrease to revenue of approximately $459,000. In originating currency, revenue decreased 17% in Continental Europe, 12% in the UK, 4% in the Asia Pacific region and 3% in North America.

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Revenues for the Energy segment totaled $16.9 million for the nine month period ended September 30, 2013, an increase of $3.1 million or 22.6% from the comparable 2012 period. The increase was primarily the result of increased usage of our career center and advertising, as well as an increase in events revenue due to a biennial industry event that occurred in the current period.
Revenues for the Other segment totaled $3.1 million for the nine month period ended September 30, 2013, a decrease of $282,000 or 8.3% from the comparable 2012 period. The decrease was primarily a result of fewer job fairs in the current period.
Cost of Revenues
 Nine Months Ended September 30, Increase 
Percent
Change
2013 2012 
 (in thousands, except percentages)
Cost of revenues$16,853
 $10,555
 $6,298
 59.7%
Percentage of revenues10.9% 7.4%    
Our cost of revenues for the nine month period ended September 30, 2013 was $16.9 million compared to $10.6 million for the same period in 2012, an increase of $6.3 million, or 59.7%. The Tech & Clearance segment experienced an increase in cost of revenues of $5.8 million, of which the acquisition of Slashdot Media contributed $4.3 million to the increase, as compared to the nine months ended September 30, 2012. The increase was also due to our investment in an integrated enterprise platform including software and the related personnel and consulting services to drive this initiative. The Energy segment increased $464,000, primarily due to an increase in customer support employees and costs related to a biennial industry event that occurred in the current period, offset by lower hosting costs. The Finance segment experienced an increase of $106,000, primarily due to increased site hosting costs for the FINS.com site.
Product Development Expenses
 Nine Months Ended September 30, Increase 
Percent
Change
2013 2012 
 (in thousands, except percentages)
Product Development$16,253
 $10,250
 $6,003
 58.6%
Percentage of revenues10.5% 7.2%    
Product development expenses for the nine month period ended September 30, 2013 were $16.3 million compared to $10.3 million for the same period in 2012, an increase of $6.0 million or 58.6%. An increase of $5.0 million was experienced in the Tech & Clearance segment, of which the acquisition of Slashdot Media contributed $3.5 million to the increase. The remaining increase in the Tech & Clearance segment was driven by additional salaries and related costs for the increased number of employees. We invested in programs to create an agile development environment and expand our product base. This investment included the expansion of our staff of product management and development personnel. The Other segment for the nine month period ended September 30, 2013 experienced an expense increase of $562,000 compared to the same period in 2012 which was partially driven by salaries and related costs amounting to $929,000 associated with the addition of personnel following the WorkDigital acquisition. This increase in the Other segment was partially offset by lower expenses related to ending a new product initiative. The Finance segment experienced an increase of $337,000 related to development of our websites and employee-related separation costs.
Sales and Marketing Expenses
 Nine Months Ended September 30, Increase 
Percent
Change
2013 2012 
 (in thousands, except percentages)
Sales and Marketing$50,106
 $48,801
 $1,305
 2.7%
Percentage of revenues32.3% 34.2%    
Sales and marketing expenses for the nine month period ended September 30, 2013 were $50.1 million compared to $48.8 million for the same period in 2012, an increase of $1.3 million or 2.7%. The Energy segment experienced an increase of $1.1 million in sales and marketing expenses. The increase in the Energy segment was the result of increased costs related to

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expanding our worldwide sales organization and incentive compensation resulting from sales growth, as well as increased marketing efforts to oil and gas professionals related to industry events.
The Tech & Clearance segment experienced an increase in sales and marketing expenses of $344,000 compared to the same period in 2012. This increase was primarily due to increases of $2.1 million and $846,000 of sales and marketing costs from Slashdot Media and The IT Job Board®, respectively, partially offset by a decrease of $2.6 million at Dice.com and ClearanceJobs. The addition of the Slashdot Media business has provided traffic to the Dice.com website, allowing us to reduce our third party marketing spend on Dice.com.
The Finance segment experienced a decrease in overall sales and marketing expense of $233,000 to $10.5 million for the nine months ended September 30, 2013, primarily due to the decrease in marketing expenditures in non-core markets, partially offset by increased salaries and related costs.
General and Administrative Expenses
 Nine Months Ended September 30, Increase 
Percent
Change
2013 2012 
 (in thousands, except percentages)
General and administrative$25,040
 $19,753
 $5,287
 26.8%
Percentage of revenues16.1% 13.8%    
General and administrative expenses for the nine month period ended September 30, 2013 were $25.0 million compared to $19.8 million for the same period in 2012, an increase of $5.3 million or 26.8%.
Stock-based compensation expense was $6.3 million, an increase of $1.6 million compared to the same period in 2012. The increase was due to the annual grant of equity awards made in the first quarter of 2013.
General and administrative expense for the Tech & Clearance segment increased $3.7 million in the period ended September 30, 2013, as compared to the same period in 2012. Increases of $913,000 and $371,000 were due to costs related to the Slashdot Media and The IT Job Board® businesses, respectively, following the acquisition of these businesses as compared to the nine months ended September 30, 2012. The remaining increase of $2.4 million at Dice.com was due to increases in employee-related expenses, recruitment costs, employee-related separation costs of $280,000, legal expenses and an increase in the provision for doubtful accounts.
Depreciation
 Nine Months Ended September 30, Increase 
Percent
Change
2013 2012 
(in thousands, except percentages)
Depreciation$5,377
 $4,031
 $1,346
 33.4%
Percentage of revenues3.5% 2.8%    
Depreciation expense for the nine month period ended September 30, 2013 was $5.4 million compared to $4.0 million for the same period of 2012, an increase of $1.3 million or 33.4%. The increase was primarily related to the addition of Slashdot MediaBoard assets, which increased depreciation expense by $864,000 during the nine month period ended September 30, 2013.$805,000 and $127,000, respectively. The remaining increase in depreciation was the result of other capital additions to hardware, software, and web development costs in the Tech & Clearance segment.
Amortization of Intangible Assets
Nine Months Ended September 30, Increase 
Percent
Change
Three Months Ended June 30, Increase 
Percent
Change
2013 2012 2014 2013 
(in thousands, except percentages)(in thousands, except percentages)
Amortization$5,617
 $4,954
 $663
 13.4%$4,443
 $1,708
 $2,735
 160.1%
Percentage of revenues3.6% 3.5%    6.7% 3.3%    

Amortization expense for the ninethree month period ended SeptemberJune 30, 20132014 was $5.64.4 million compared to $5.01.7 million for the same period in 20122013, an increase of $663,0002.7 million or 13.4%160.1%. Amortization expense for the ninethree month period ended

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SeptemberJune 30, 20132014 increased due to the Slashdot Media,onTargetjobs, OilCareers and The IT Job Board®, WorkDigital,Board acquisitions of $1.5 million, $1.1 million and FINS.com acquisitions.$1.0 million, respectively. This increase was offset by decreased amortization expense due to the write off of intangible assets at Slashdot Media at December 31, 2013, and certain intangible assets from the Health Callings, Rigzone and Worldwideworker acquisitions becoming fully amortized.
Change in Acquisition Related Contingencies
The change in acquisition related contingencies was an expense of $146,00045,000 for the ninethree month period ended SeptemberJune 30, 20132014 due to The IT Job Board and WorkDigital acquisitions, compared to $49,000 of expense in the prior year period due to the WorkDigital acquisition. In October 2013,January 2014, a payment of $5.0 million$824,000 related to the WorkDigital acquisitionThe IT Job Board was made to the sellers.seller. We expect deferred purchase price payments totaling $5.0 million to be made for the WorkDigital acquisition in October 2014 and payments totaling $4.8$4.0 million by December 2014January 2015 related to The IT Job Board® acquisition.Board.
Operating Income
Operating income for the nine month periodthree months ended SeptemberJune 30, 20132014 was $35.713.0 million compared to $44.312.7 million for the same period in 20122013, an increase of $287,000 or 2.3%. The increase was the result of increased revenue, offset by higher operating costs, primarily related to the expenses of the new businesses of onTargetjobs, OilCareers and The IT Job Board.

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Interest Expense
 Three Months Ended June 30, Increase 
Percent
Change
2014 2013 
 (in thousands, except percentages)
Interest expense$1,055
 $344
 $711
 206.7%
Percentage of revenues1.6% 0.7%    
Interest expense for the three month period ended June 30, 2014 was $1.1 million compared to $344,000 for the same period in 2013, an increase of $711,000 or 206.7%. The weighted-average debt outstanding was higher in the three month period ended June 30, 2014 as compared to the same period in 2013 due to additional borrowings for the onTargetjobs acquisition.
Income Taxes
 Three Months Ended June 30,
2014 2013
(in thousands, except
percentages)
Income before income taxes$11,804
 $12,604
Income tax expense4,596
 4,631
Effective tax rate38.9% 36.7%
The effective income tax rate was 38.9% and 36.7% for the three month period ended June 30, 2014 and June 30, 2013, respectively. The rate was higher in the current period because an increased percentage of worldwide income was earned in the United States.
Earnings per Share
Basic earnings per share was $0.14 for both the three month period ended June 30, 2014 and June 30, 2013. Diluted earnings per share was $0.13 for both the three month period ended June 30, 2014 and June 30, 2013.
Six Months Ended June 30, 2014 Compared to the Six Months Ended June 30, 2013
Revenues
 Six Months Ended June 30, Increase 
Percent
Change
2014 2013 
 (in thousands, except percentages)
Tech & Clearance$66,485
 $64,378
 $2,107
 3.3%
Finance18,044
 17,335
 709
 4.1%
Energy14,422
 11,372
 3,050
 26.8%
Healthcare13,074
 1,197
 11,877
 N/A
Hospitality6,382
 
 6,382
 %
Corporate & Other8,827
 8,166
 661
 8.1%
Total revenues$127,234
 $102,448
 $24,786
 24.2%
Our revenues were $127.2 million for the six month period ended June 30, 2014 compared to $102.4 million for the same period in 2013, an increase of $24.8 million, or 24.2%.
We experienced an increase in the Tech & Clearance segment revenue of $2.1 million, or 3.3%, of which the acquisition of The IT Job Board contributed $4.5 million to the increase. Revenue at Dice.com decreased by $2.2 million compared to the same period in 2013. Recruitment package customer count decreased from 8,650 at June 30, 2013 to 8,000 at June 30, 2014. Our customers’ usage of our websites increased, as demonstrated through an increase in average monthly revenue per recruitment package customer of approximately 3% from the six month period ended June 30, 2013 to the six month period ended June 30, 2014. Revenues for related career fairs and ClearanceJobs decreased by $200,000 for the six month period

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ended June 30, 2014 as compared to the same period in 2013. This decrease was attributed to the slow-growth environment due in part to sequestration.
The Finance segment experienced an increase in revenue of $709,000, or 4.1%. Currency impact for the six month period ended June 30, 2014 increased revenue by approximately $1.2 million. In originating currency, revenue increased 4% in Continental Europe, increased 3% in the UK, was flat in the Asia Pacific region and decreased 11% in North America. Recruitment activity in financial services increased in the six month period ended June 30, 2014, particularly in Europe and Asia.
Revenues for the Energy segment totaled $14.4 million for the six month period ended June 30, 2014, an increase of $3.1 million or 26.8% from the comparable 2013 period. The acquisition of OilCareers in March 2014 contributed $2.3 million of the increase. The remaining increase was a result of increased usage of our advertising products and our career center.
The Healthcare segment, consisting of HEALTHeCAREERS, BioSpace and Health Callings, increased revenue by $11.9 million. The acquisitions of HEALTHeCAREERS and BioSpace on November 7, 2013 provided the increase.
Revenues for the Hospitality segment, which consists of Hcareers, totaled $6.4 million. Hcareers was acquired on November 7, 2013. Revenues from the Corporate & Other segment, which consists of revenue from Slashdot Media and WorkDigital, increased by $661,000 or 8.1% due to Slashdot Media.
Cost of Revenues
 Six Months Ended June 30, Increase 
Percent
Change
2014 2013 
 (in thousands, except percentages)
Cost of revenues$18,385
 $10,754
 $7,631
 71.0%
Percentage of revenues14.4% 10.5%    
Our cost of revenues for the six month period ended June 30, 2014 was $18.4 million compared to $10.8 million for the same period in 2013, an increase of $7.6 million, or 71.0%. The Healthcare segment increased $4.7 million due to the acquisitions of HEALTHeCAREERS and BioSpace. HEALTHeCAREERS has relationships with various healthcare associations which provide traffic and jobs to the website. Royalties paid to these associations are driving $2.6 million of the increase at the Healthcare segment. The Tech & Clearance segment experienced an increase of $1.7 million. Approximately $1.0 million of the increase was attributed to additional headcount in account management for Dice.com and increases for software and maintenance due to additional seat licenses. The acquisition of The IT Job Board added $695,000 to the remainder of the increase at the Tech & Clearance segment. The Hospitality segment increased $824,000 due to the acquisition of Hcareers, and the Energy segment increased $411,000 due to increased cost of recruitment events. The Corporate & Other segment experienced a decrease in cost of revenues of $160,000 compared to the same period in 2013 primarily relating to lower headcount at Slashdot Media offset by increased expenses related to Work Digital.
Product Development Expenses

 Six Months Ended June 30, Increase 
Percent
Change
2014 2013 
 (in thousands, except percentages)
Product Development$12,767
 $10,656
 $2,111
 19.8%
Percentage of revenues10.0% 10.4%    
Product development expenses for the six month period ended June 30, 2014 were $12.8 million compared to $10.7 million for the same period in 2013, an increase of $2.1 million or 19.8%. The Healthcare segment increased by $1.1 million; the acquisition of HEALTHeCAREERS and BioSpace contributed to the increase. An increase of $802,000 was experienced in the Tech & Clearance segment, primarily driven by additional salaries and related costs of $771,000 for the increased number of employees, offset by increased capitalized development costs of $310,000. The acquisition of The IT Job Board added the remaining $352,000 of the increase.
The Hospitality segment increased $568,000 due to the acquisition of Hcareers. The Finance segment increased by $460,000 primarily driven by additional salaries and related costs for the increased number of employees and testing of new

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systems. The Corporate & Other segment experienced a decrease of $962,000 attributable primarily to a decrease of $646,000 due to lower headcount at Slashdot Media and a decrease of $425,000 related to ending a specific product initiative.
Sales and Marketing Expenses
 Six Months Ended June 30, Increase 
Percent
Change
2014 2013 
 (in thousands, except percentages)
Sales and Marketing$39,286
 $33,505
 $5,781
 17.3%
Percentage of revenues30.9% 32.7%    
Sales and marketing expenses for the six month period ended June 30, 2014 were $39.3 million compared to $33.5 million for the same period in 2013, an increase of $5.8 million or 17.3%. The Healthcare segment experienced an increase in overall sales and marketing expense of $2.9 million to $4.4 million for the six month period ended June 30, 2014, of which $3.3 million was related to the acquisition of HEALTHeCAREERs and BioSpace. This increase was offset by decreased sales and marketing expenses at Health Callings of $385,000. The Hospitality segment sales and marketing expense increased by $2.0 million due to increased costs related to the acquisition of Hcareers. The Energy segment sales and marketing expense increased by $1.1 million due to increased costs related to the acquisition of OilCareers.
The Finance segment sales costs increased by $682,000 primarily due to increased commissions costs as a result of higher billings and increased employee-related expenses. Marketing costs at the Tech & Clearance segment decreased by $3.1 million due to a $3.8 million reduction in email campaigns, radio advertising, online and regional advertising, tradeshows and fewer promotional materials purchased. This decrease was offset by the acquisition of The IT Job Board, which added $757,000 to marketing costs. The Tech & Clearance segment experienced an increase in sales costs of $2.2 million. The acquisition of The IT Job Board added $1.8 million to the increase in sales costs at the Tech & Clearance segment. The remaining increase in sales costs at the Tech & Clearance segment was due to increased commissions costs as a result of higher billings.
General and Administrative Expenses
 Six Months Ended June 30, Increase 
Percent
Change
2014 2013 
 (in thousands, except percentages)
General and administrative$21,371
 $16,506
 $4,865
 29.5%
Percentage of revenues16.8% 16.1%    
General and administrative expenses for the six month period ended June 30, 2014 were $21.4 million compared to $16.5 million for the same period in 2013, an increase of $4.9 million or 29.5%.
Stock-based compensation expense was $4.1 million, a decrease of approximately $100,000 compared to the same period in 2013. The decrease was due to the lower value of equity awards recognized in the current period.
General and administrative expense for the Tech & Clearance segment increased $2.1 million in the six month period ended June 30, 2014, as compared to the same period in 2013 due to increases of $1.0 million related to employee-related expenses, recruitment fees, the build out of Tech & Clearance operations in Silicon Valley and additional office space in Iowa. The remaining increase of approximately $1.1 million at the Tech & Clearance segment was due to costs related to The IT Job Board business. The Healthcare and Hospitality segments increased by $1.5 million and $889,000 due to the acquisitions of HEALTHeCAREERS and BioSpace and Hcareers, respectively. The Energy segment increase of $582,000 was primarily attributable to costs related to the OilCareers acquisition.
Depreciation
 Six Months Ended June 30, Increase 
Percent
Change
2014 2013 
(in thousands, except percentages)
Depreciation$5,717
 $3,366
 $2,351
 69.8%
Percentage of revenues4.5% 3.3%    

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Depreciation expense for the six month period ended June 30, 2014 was $5.7 million compared to $3.4 million for the same period of 2013, an increase of $2.4 million or 69.8%. The increase was primarily related to the addition of onTargetJobs and The IT Job Board assets, which increased depreciation expense by $1.6 million and $256,000, respectively. The remaining increase in depreciation was the result of other capital additions to hardware, software, and web development costs in the Tech & Clearance segment.
Amortization of Intangible Assets
 Six Months Ended June 30, Increase 
Percent
Change
2014 2013 
 (in thousands, except percentages)
Amortization$8,754
 $3,409
 $5,345
 156.8%
Percentage of revenues6.9% 3.3%    

Amortization expense for the six month period ended June 30, 2014 was $8.8 million compared to $3.4 million for the same period in 2013, an increase of $5.3 million or 156.8%. Amortization expense for the six month period ended June 30, 2014 increased due to the onTargetjobs, The IT Job Board and OilCareers acquisitions of $3.9 million, $1.9 million and $1.1 million, respectively. This increase was offset by decreased amortization expense due to the write off of intangible assets at Slashdot Media at December 31, 2013, and certain intangible assets from the Health Callings, Rigzone and Worldwideworker acquisitions becoming fully amortized.
Change in Acquisition Related Contingencies
The change in acquisition related contingencies was an expense of $90,000 for the six month period ended June 30, 2014 due to The IT Job Board and WorkDigital acquisitions, compared to $96,000 of expense in the prior year period due to the WorkDigital acquisition. In January 2014, a payment of $824,000 related to The IT Job Board was made to the seller. We expect deferred purchase price payments totaling $5.0 million to be made for the WorkDigital acquisition in October 2014 and payments totaling $4.0 million by January 2015 related to The IT Job Board.
Operating Income
Operating income for the six month period ended June 30, 2014 was $20.9 million compared to $24.2 million for the same period in 2013, a decrease of $8.6$3.3 million or 19.4%13.6%. The decrease was the result of higher operating costs, primarily related to the expenses of the new businesses of Slashdot Media,onTargetjobs, OilCareers and The IT Job Board® and WorkDigital.Board.
Interest Expense
Nine Months Ended September 30, Decrease 
Percent
Change
Six Months Ended June 30, Increase 
Percent
Change
2013 2012 2014 2013 
(in thousands, except percentages)(in thousands, except percentages)
Interest expense$1,097
 $1,696
 $(599) (35.3)%$1,948
 $719
 $1,229
 170.9%
Percentage of revenues0.7% 1.2%    1.5% 0.7%    
Interest expense for the ninesix month period ended SeptemberJune 30, 20132014 was $1.11.9 million compared to $1.7 million$719,000 for the same period in 20122013, a decreasean increase of $599,000$1.2 million or 35.3%170.9%. The decreaseweighted-average debt outstanding was higher in interest expense wasthe period ended June 30, 2014 as compared to the same period in 2013 due to additional borrowings for the write off of unamortized deferred financing costs of $765,000 during the nine months ended September 30, 2012, following the termination of our previous credit facility in June 2012.onTargetjobs acquisition.
Income Taxes
Nine Months Ended September 30,Six Months Ended June 30,
2013 20122014 2013
(in thousands, except
percentages)
(in thousands, except
percentages)
Income before income taxes$34,836
 $42,657
$18,779
 $23,693
Income tax expense12,730
 13,583
7,176
 8,645
Effective tax rate36.5% 31.8%38.2% 36.5%

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The effective income tax rate was 36.5%38.2% and 31.8%36.5% for the ninesix month period ended SeptemberJune 30, 20132014 and SeptemberJune 30, 20122013, respectively. The rate was higher in the current period because an increased percentage of state law modifications which affected our apportionment methodology, and because of a changeworldwide income was earned in the mix of U.S. and non-U.S. income. Also, the prior year period included a $1.8 million discrete item reducing tax expense for a decrease in the accrual for unrecognized tax benefits, primarily due to the lapse of the statute of limitations with regard to various uncertain tax positions.United States.
Liquidity and Capital Resources
Non-GAAP Measures
We have provided certain non-GAAP financial information as additional information for our operating results. These measures are not in accordance with, or an alternative for measures in accordance with GAAP and may be different from similarly titled non-GAAP measures reported by other companies. We believe the presentation of non-GAAP measures, such as Adjusted EBITDA, and free cash flow, provides useful information to management and investors regarding certain financial and business trends relating to our financial condition and results of operations.

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Adjusted EBITDA
Adjusted EBITDA is a non-GAAP 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. We also use 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 (loss) plus (to the extent deducted in calculating such net income (loss))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 (loss))income) non-cash income or gains, interest income, and any income or gain resulting from certain dispositions outside the ordinary course of business.
We also 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, to 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. See Note 76 “Indebtedness” for additional information on the covenants offor 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.
We understand that although Adjusted EBITDA is frequently used by securities analysts, lenders and others in their evaluation of companies, Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our liquidity or results as reported under GAAP. Some limitations are:

Adjusted EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments on your debt;

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Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and
Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.
To compensate for these limitations, management evaluates our liquidity by considering the economic effect of the excluded expense items independently, as well as in connection with its analysis of cash flows from operations and through the use of other financial measures, such as capital expenditure budget variances, investment spending levels and return on capital analyses.analysis.

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A reconciliation of Adjusted EBITDA for the ninesix months ended SeptemberJune 30, 20132014 and 20122013 (in thousands) follows:
For the nine months ended September 30,For the six months ended June 30,
2013 20122014 2013
Reconciliation of Net Income to Adjusted EBITDA:      
Net income$22,106
 $29,074
$11,603
 $15,048
Interest expense1,097
 1,696
1,948
 719
Interest income(29) (72)
Income tax expense12,730
 13,583
7,176
 8,645
Depreciation5,377
 4,031
5,717
 3,366
Amortization of intangible assets5,617
 4,954
8,754
 3,409
Change in acquisition related contingencies146
 
90
 96
Non-cash stock compensation expense6,263
 4,621
4,147
 4,212
Other income(232) 16
Deferred revenue adjustment2,268
 
Other137
 (256)
Adjusted EBITDA$53,075
 $57,903
$41,840

$35,239
      
Reconciliation of Operating Cash Flows to Adjusted EBITDA:      
Net cash provided by operating activities$40,784
 $44,517
$33,365
 $34,695
Interest expense1,097
 1,696
1,948
 719
Amortization of deferred financing costs(181) (1,028)(185) (121)
Interest income(29) (72)
Income tax expense12,730
 13,583
7,176
 8,645
Deferred income taxes1,841
 2,543
2,685
 886
Change in accrual for unrecognized tax benefits126
 1,467
(280) 65
Change in accounts receivable(5,263) (3,857)(1,195) (6,763)
Change in deferred revenue916
 (2,521)(6,928) (4,119)
Deferred revenue adjustment2,268
 
Changes in working capital and other1,054
 1,575
2,986
 1,232
Adjusted EBITDA$53,075
 $57,903
$41,840
 $35,239
Free Cash Flow
We define free cash flow as net cash provided by operating activities minus capital expenditures. We believe free cash flow is an important non-GAAP measure for management and investors 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 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.
We have summarized our free cash flow for the ninesix months ended SeptemberJune 30, 20132014 and 20122013 (in thousands).
 For the nine months ended September 30,
2013 2012
Net cash provided by operating activities$40,784
 $44,517
Purchases of fixed assets(8,160) (4,031)
Free cash flow$32,624
 $40,486

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 For the six months ended June 30,
2014 2013
Net cash provided by operating activities$33,365
 $34,695
Purchases of fixed assets(4,946) (5,748)
Free cash flow$28,419
 $28,947
Cash Flows
We have summarized our cash flows for the nine month periodssix months ended SeptemberJune 30, 20132014 and 20122013 (in thousands).
Nine Months Ended September 30,Six Months Ended June 30,
2013 20122014 2013
Cash from operating activities$40,784
 $44,517
$33,365
 $34,695
Cash from investing activities(18,228) (23,764)(31,947) (3,557)
Cash from financing activities(16,546) (30,661)(18,777) (29,497)
We have financed our operations primarily through cash provided by operating activities. At SeptemberJune 30, 20132014, we had cash and cash equivalents and investments of $44.720.1 million compared to $42.239.4 million at December 31, 20122013. Investments are comprised of highly liquid debt instruments of the U.S. government and government agencies and certificates of deposit. Cash and cash equivalents held in non-U.S.non-United States jurisdictions totaled approximately $34.6$16.1 million at SeptemberJune 30, 20132014. This cash is indefinitely reinvested in those jurisdictions. Cash balances and cash generation in the U.S.,United States, along with the unused portion of our revolving credit facility, is sufficient to maintain liquidity and meet our obligations without being dependent on our foreign cash and earnings.
Liquidity
Our principal internal sources of liquidity are cash and cash equivalents, and investments, as well as the cash flow that we generate from our operations. In addition, externally, we had $95.0132.0 million in borrowing capacity under our Credit Agreement at SeptemberJune 30, 20132014. We believe that our existing cash, cash equivalents, investments, cash generated from operations and available borrowings under our Credit Agreement will be sufficient to satisfy our currently anticipated cash requirements through at least the next 12 months and the foreseeable future thereafter. However, it is possible that one or more lenders under the revolving portion of the Credit Agreement may refuse or be unable to satisfy their commitment to lend to us or we may need to refinance our debt and be unable to do so. In addition, our liquidity could be negatively affected by a decrease in demand for our products and services. We may also make acquisitions and may need to raise additional capital through future debt financings or equity offerings to the extent necessary to fund such acquisitions, which we may not be able to do on a timely basis or on terms satisfactory to us or at all.
Operating Activities
Net cash from operating activities primarily consists of net income adjusted for certain non-cash items, including depreciation, amortization, changes in deferred tax assets and liabilities, sharestock based compensation, and the effect of changes in working capital. Net cash provided by operating activities was $40.8$33.4 million and $44.5$34.7 million for the ninesix month periods ended SeptemberJune 30, 20132014 and 20122013, respectively. The cash provided by operating activities during the 20132014 period decreased primarily due to a slow downdecreases in sales.accounts payable and accrued expenses. Cash inflow from operations is dependent on the amount and timing of billings and cash collection from our customers. Additionally, the change in deferred revenue, accounts receivable and the timing of tax payments impacted cash flow from operations.
Investing Activities
During the ninesix month period ended SeptemberJune 30, 20132014, cash used by investing activities was $18.2$31.9 million compared to cash used of $23.8$3.6 million in the ninesix month period ended SeptemberJune 30, 20122013. Cash used by investing activities in the ninesix month period ended SeptemberJune 30, 2014 was primarily attributable to the $26.4 million in cash used to purchase the business of OilCareers. Cash used by investing activities in the six month period ended June 30, 2013 was primarily attributable to the $12.3$5.7 million used to purchase The IT Job Board® business, $8.2 million used to purchase fixed assets, partially offset by $2.2$2.2 million from of sales of investments. Cash used by investing activities in the nine month period ended September 30, 2012 was primarily attributable to the $21.0 million used to purchase Slashdot Media assets.

Financing Activities
Cash used for financing activities during the ninesix month period ended SeptemberJune 30, 20132014 and 20122013 was $16.5$18.8 million and $30.7$29.5 million,, respectively. The cash used during the current period was primarily due to $35.0$18.5 million of payments to repurchase the Company’s common stock $20.0and $14.3 million used in repayment of long-term debt, partially offset by $34.0$12.0 million in proceeds from long-term debt and proceeds from stock option exercises of $3.1 million.debt. During the ninesix month period ended SeptemberJune 30, 20122013, the cash used was primarily due to $56.8 million of payments to repurchase the Company’s stock and $23.5$20.0 million used in repayment of long-term debt, partially offset by $50.5 million in proceeds from long-term debt.

Credit Agreement
In June 2012, we entered into our Credit Agreement which provides for a revolving facility of $155.0 million, maturing in June 2017. The facility may be prepaid at any time without penalty.

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repayment of long-term debt and $12.4 million of payments to repurchase the Company’s common stock, partially offset by proceeds from stock option exercises of $2.6 million.

Credit Agreement
In October 2013, we entered into a new Credit Agreement, which provides for a $50.0 million term loan facility and a revolving loan facility of $200.0 million, with both facilities maturing in October 2018. The Company borrowed $65.0 million under the new Credit Agreement to repay in full all outstanding indebtedness under the previously existing credit facility dated June 2012, terminating that facility. A portion of the proceeds was also used to pay certain costs associated with the Credit Agreement and for working capital purposes.
Borrowings under the Credit Agreement bear interest, at the Company’s option, at a LIBOR rate or a base rate plus a margin. The margin ranges from1.75% to 2.50%on LIBOR loans and0.75% to 1.50%on base rate loans, determined by the Company’s most recent consolidated leverage ratio.
Quarterly payments of principal are required on the term loan facility, commencing in the first quarter of 2014. The facilities may be prepaid at any time without penalty and payments on the term loan facility result in a permanent reduction.
The Credit Agreement contains various customary affirmative and negative covenants and also contains certain financial covenants, including a consolidated leverage ratio and a consolidated interest coverage ratio. Negative covenants include restrictions on incurring certain liens; making certain payments, such as stock repurchases and dividend payments; making certain investments; making certain acquisitions; and incurring additional indebtedness. Restricted payments are allowed under the Credit Agreement to the extent the consolidated leverage ratio, calculated on a pro forma basis, is equal to or less than 2.0 to 1.0, plus an additional $5.0 million of restricted payments. The Credit Agreement also provides that the payment of obligations may be accelerated upon the occurrence of customary events of default, including, but not limited to, non-payment, change of control, or insolvency. As of SeptemberJune 30, 20132014, the Company was in compliance with all of the financial and other covenants under ourthe Credit Agreement. Refer to Note 7 “Indebtedness”6 in our condensed consolidated financial statements.Condensed Consolidated Financial Statements.
On October 28, 2013, we entered into a new Credit Agreement, which provides for a $50.0 million term loan facility and a revolving loan facility of $200.0 million, with both facilities maturing in October 2018. Borrowings under the Credit Agreement bear interest, at the Company’s option, at a LIBOR rate or base rate plus a margin. The margin ranges from 1.75% to 2.50% on LIBOR loans and 0.75% to 1.50% on base rate loans, determined by the Company’s most recent consolidated leverage ratio. Interest rates and covenants in the new Credit Agreement are consistent with the previous Credit Agreement. Quarterly payments of principal are required on the term loan facility, commencing March 31, 2014. The facilities may be prepaid at any time without penalty and payments on the term loan facility result in a permanent reduction. The Company borrowed $65.0 million under the new Credit Agreement to repay in full all outstanding indebtedness under the previous Credit Agreement, which was terminated upon repayment.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Commitments and Contingencies
The following table presents certain minimum payments due and the estimated timing under contractual obligations with minimum firm commitments as of SeptemberJune 30, 20132014:
Payments due by periodPayments due by period
Total Less Than 1 Year 1-3 Years 3-5 Years More Than 5 YearsTotal Less Than 1 Year 2-3 Years 4-5 Years More Than 5 Years
(in thousands)(in thousands)
Credit Agreement$60,000
 $
 $
 $60,000
 $
$116,750
 $1,250
 $7,500
 $108,000
 $
Operating lease obligations19,721
 906
 5,830
 4,148
 8,837
22,758
 2,158
 6,098
 5,311
 9,191
Total contractual obligations$79,721
 $906
 $5,830
 $64,148
 $8,837
$139,508
 $3,408
 $13,598
 $113,311
 $9,191
We make commitments to purchase advertising from online vendors which we pay for on a monthly basis. We have no significant long-term obligations to purchase a fixed or minimum amount with these vendors.
Our principal commitments consist of obligations under operating leases for office space and equipment and long-term debt. As of SeptemberJune 30, 20132014, we had $60.0116.8 million outstanding under our Credit Agreement. Interest payments are due quarterly or at varying, specified periods (to a maximum of three months) based on the type of loan (LIBOR or base rate loan) we choose. See Note 76 “Indebtedness” in our condensed consolidated financial statements for additional information related to our revolvingcredit facility.
Future interest payments on our revolving facilityCredit Agreement are variable due to our interest rate being based on a LIBOR rate or a base rate. Assuming an interest rate of 1.94%2.44% (the rate in effect on SeptemberJune 30, 20132014) on our current borrowings, interest payments are expected to be $407,000$1.7 million for SeptemberJuly through December 2013, $3.32014, $6.7 million in 2014-2015during 2015 and $2.42016, and $5.5 million in 2016-2017.during 2017 and 2018.

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We have a contingent payment of $5.0 million related to the WorkDigital acquisition that is expectedwe expect to be paidpay in October 2014 based on delivery of certain products and achievement of certain milestones. We also have payments totaling $4.8$4.0 million to be paid by December 2014January 2015 related to The IT Job Board®Board acquisition based on achievement of certain financial measures.

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As of SeptemberJune 30, 20132014, we recorded approximately $2.42.9 million of unrecognized tax benefits as liabilities, and we are uncertain as to if or when such amounts may be settled. Related to the unrecognized tax benefits considered permanent differences, we have also recorded a liability for potential penalties and interest. Included in the balance of unrecognized tax benefits at SeptemberJune 30, 20132014 are $2.42.9 million of tax benefits that if recognized, would affect the effective tax rate. The Company believes it is reasonably possible that as much as $225,000$148,000 of its unrecognized tax benefits may be recognized in the next 12twelve months as a result of a lapse of the statute of limitations.
Recent Accounting Pronouncements
For a discussion of new accounting pronouncements affecting the Company, refer to Note 2 of Notes to Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q.
Cyclicality
The labor market and certain of the industries that we serve have historically experienced short-term cyclicality. However, we believe that the economic and strategic value provided by online career websites has led to an overall increase in the use of these services during the most recent labor market cycle. That increased usage has somewhat lessened the impact of cyclicality on our businesses as compared to traditional offline competitors.
Any slowdown in recruitment activity that occurs will negatively impact our revenues and results of operations. Alternatively, a decrease in the unemployment rate or a labor shortage, including as a result of an increase in job turnover, generally means that employers (including our customers) are seeking to hire more individuals, which would generally lead to more job postings and database licenses and have a positive impact on our revenues and results of operations. Based on historical trends, improvements in labor markets and the need for our services generally lag behind overall economic improvements. Additionally, there has historically been a lag from the time customers begin to increase purchases of our recruitment services and the impact to our revenues due to the recognition of revenue occurring over the length of the contract, which can be several months to a year.
The significant increase in the unemployment rate and general reduction in recruitment activity experienced in 2008 through 2009 is an example of how economic conditions can negatively impact our revenues and results of operations. During 2010 and the first half of 2011, we saw a significant improvement in recruitment activity, resulting in revenue and customer growth. From the second half of 2011 into 2013,2014, we saw tougher market conditions in our finance segment and a less urgent recruiting environment for technology professionals. If recruitment activity continues to be slow in 20132014 and beyond, our revenues and results of operations will be negatively impacted.
In our media businesses, advertisers can generally terminate their contracts with us at any time. Our advertisers’ spending patterns tend to be cyclical, reflecting overall macroeconomic conditions, seasonality and company-specific budgeting and buying patterns. Our advertisers are also concentrated in the technology sector and the economic conditions in this sector also impact their spending decisions. Because we derive a large part of our Media revenue from these advertisers, decreases in or delays of advertising spending could reduce our revenue or negatively impact our results from operations.

Item 3.Quantitative and Qualitative Disclosures about Market Risk
We have exposure to financial market risks, including changes in foreign currency exchange rates, interest rates, and other relevant market prices.
Foreign Exchange Risk
We conduct business serving 19multiple markets, in fivethree languages, mainly across Europe, Asia, Australia, and North America using the eFinancialCareers name. Rigzone, OilCareers, Slashdot Media, and The IT Job Board®Board and onTargetjobs also conduct business outside the United States. For the ninesix month periods ended SeptemberJune 30, 20132014 and 20122013, approximately 19%28% and 21%19% of our revenues, respectively, were earned outside the U.S.United States and collected in local currency. We are subject to risk for exchange rate fluctuations between such local currencies and the pound sterling and between local currencies and the U.S.United States dollar and the subsequent translation of the pound sterling to U.S.United States dollars. We currently do not hedge currency risk. A decrease in foreign exchange rates during a period would result in decreased amounts reported in our Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Comprehensive Income, and of Cash Flows. For example, if foreign exchange rates between the pound sterling and U.S.United States dollar decreased by 1.0%, the impact on our revenues during the ninesix months ended SeptemberJune 30, 20132014 would have been a decrease of approximately $230,000.$226,000.
The financial statements of our non-U.S.non-United States subsidiaries are translated into U.S.United States dollars using current exchange rates, with gains or losses included in the cumulative translation adjustment account, which is a component of stockholders’ equity. As of SeptemberJune 30, 20132014 and December 31, 20122013, our translation adjustment, net of tax, decreased

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stockholders’ equity by $9.95.8 million and $9.36.1 million, respectively. The change from December 31, 20122013 to SeptemberJune 30, 20132014 is primarily attributable to the position of the U.S.United States dollar against the pound sterling.

Interest Rate Risk
We have interest rate risk primarily related to borrowings under our Credit Agreement. Borrowings under our Credit Agreement bear interest, at our option, at a LIBOR rate or base rate plus a margin. The margin ranges from 1.75% to 2.50% on the LIBOR loans and 0.75% to 1.50% on the base rate, as determined by our most recent consolidated leverage ratio. As of

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SeptemberJune 30, 20132014, we had outstanding borrowings of $60.0$116.8 million under our Credit Agreement. If interest rates increased by 1.0%, interest expense in the remainder of 20132014 on our current borrowings would increase by approximately $150,000.$584,000.
We also have interest rate risk related to our portfolio of investments and money market accounts. Our investments and money market accounts will produce less income than expected if market interest rates fall.

Item 4.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have established a system of controls and procedures designed to ensure that information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified by the Exchange Act and in the rules and forms of the Securities and Exchange Commission’s rules and forms.Commission (the “SEC”). These disclosure controls and procedures have been evaluated under the direction of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) for the period covered by this report. We acquired The IT Job Board®OilCareers in the thirdfirst quarter of 2013. The IT Job Board®2014. OilCareers represented approximately 7%8% of our total assets as of SeptemberJune 30, 20132014 and 3% and 2% of our revenues for the three and six month periodperiods ended SeptemberJune 30, 2013.2014, respectively. As the acquisition occurred during 2013,2014, the scope of our assessment of the effectiveness of internal control over financial reporting does not include The IT Job Board®.OilCareers. This exclusion is in accordance with the SEC’s general guidance that an assessment of a recently acquired business may be omitted from our scope in the year of acquisition. Based on such evaluations, our CEO and CFO have concluded that the disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission,SEC, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Controls
No changeIn January 2014, we completed the initial phase of the implementation of a new global billing system, which upgrades our system capabilities and improves our business processes and financial reporting system, but full implementation of the system remains ongoing. The new system is expected to result in enhanced internal controls. Other than the continued implementation of our integrated enterprise platform (“IEP”) and global billing system, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) occurred during the quarter ended SeptemberJune 30, 20132014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART II

Item 1.    Legal Proceedings    
Item 1.Legal Proceedings    
From time to time we may be involved in disputes or litigation relating to claims arising out of our operations. We are currently not a party to any material pending material legal proceedings.

Item 1A.Risk Factors    
We have disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K the risk factors which materially affect our business, financial condition or results of operations. ThereAs of June 30, 2014 there have been no material changes from the risk factors previously disclosed. You should carefully consider the risk factors set forth in the Annual Report on Form 10-K and the other information set forth elsewhere in this Quarterly Report on Form 10-Q. You should be aware that these risk factors and other information may not describe every risk facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
On August 15, 2011, the Company’sOur Board of Directors approved the Stock Repurchase Plan I, a stock repurchase program authorizing the purchase, at the discretion of management, of up to $30 million of the Company’s common stock over a one year period. This plan concluded on March 8, 2012.
In March 2012, the Company’s Board of Directors approved the Stock Repurchase Plan II, a stock repurchase program that permitted the Company to repurchase up to $65 million of its common stock. This new authorization became effective upon the completion of the Stock Repurchase Plan I on March 8, 2012 and was in effect for one year. This plan expired March 8, 2013.

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In January 2013, the Company’s Board of Directors approved the Stock Repurchase Plan III, a stock repurchase program that permits the Company to repurchase up to $50 million of itsour common stock. This new authorization became effective upon the expiration ofThe following table summarizes the Stock Repurchase Plans approved by the Board of Directors:
Stock Repurchase Plan
IIIIIIV
Approval DateMarch 2012January 2013December 2013
Authorized Repurchase Amount of Common Stock$65 million$50 million$50 million
Effective DatesMarch 2012 to March 2013April 2013 to December 2013December 2013 to present
The Company is currently under Stock Repurchase Plan II on March 8, 2013 andIV, which will be in effect for up to one year. Under theeach plan, management has discretion in determining the conditions under which shares may be purchased from time to time.
During the three months ended SeptemberJune 30, 20132014, purchases of the Company’sour common stock pursuant to the Stock Repurchase PlansPlan IV were as follows:
Period (a) Total Number of Shares Purchased [1] (b) Average Price Paid per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs [2]
July 1 through July 31, 2013 564,900
 $9.24  564,900
 $36,638,341
August 1 through August 31, 2013 876,979
 8.68  876,979
 29,028,680
September 1 through September 30, 2013 1,132,837
 8.51  1,132,837
 19,384,084
Total 2,574,716
 $8.73  2,574,716
  
Period (a) Total Number of Shares Purchased [1] (b) Average Price Paid per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 1 through April 30, 2014 595,000
  $7.18   595,000
  $37,600,000
 
May1 through May 31, 2014 531,046
  7.04   531,046
  33,864,000
 
June 1 through June 30, 2014 452,649
  7.07   452,649
  30,664,000
 
Total 1,578,695
  $7.10   1,578,695
    

[1] No shares of the Company’sour common stock were purchased other than through a publicly announced plan or program.
[2] The Stock Repurchase Plan I concluded on March 8, 2012, and the Stock Repurchase Plan II commenced on such date. The Stock Repurchase Plan II expired on March 8, 2013, and the Stock Repurchase Plan III commenced on such date.

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Item 6.    Exhibits

10.1*Separation Agreement dated as of July 29, 2013 between Dice Holdings, Inc., Dice Inc. and Scot W. Melland.
10.2*Amendment to Employment Agreement dated as of July 29, 2013 between Dice Inc., Dice Holdings, Inc. and Michael P. Durney.
10.3*Employment Agreement dated as of October 9, 2013 between Dice Inc. and John J. Roberts.
31.1* CertificationCertifications of Michael P. Durney, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* CertificationCertifications of John J. Roberts, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* CertificationCertifications of Michael P. Durney, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* CertificationCertifications of John J. Roberts, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**101.INS
XBRL Instance Document.
101.SCH**101.SCH
XBRL Taxonomy Extension Schema Document.
101.CAL**101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
________________
*Filed herewith.
**XBRL information is deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under such sections.




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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
DICE HOLDINGS, INC.
Date:October 29, 2013July 30, 2014Registrant
     
    /S/    MICHAEL P. DURNEY
    Michael P. Durney
    President and Chief Executive Officer
    (Principal Executive Officer)
    /S/    JOHN J. ROBERTS
    John J. Roberts
    Chief Financial Officer
    (Principal Financial Officer)


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EXHIBIT INDEX
 



10.1*Separation Agreement dated as of July 29, 2013 between Dice Holdings, Inc., Dice Inc. and Scot W. Melland.
10.2*Amendment to Employment Agreement dated as of July 29, 2013 between Dice Inc., Dice Holdings, Inc. and Michael P. Durney.
10.3*Employment Agreement dated as of October 9, 2013 between Dice Inc. and John J. Roberts.
31.1*  CertificationCertifications of Michael P. Durney, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*  CertificationCertifications of John J. Roberts, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*  CertificationCertifications of Michael P. Durney, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*  CertificationCertifications of John J. Roberts, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**101.INS
XBRL Instance Document.
101.SCH**101.SCH
XBRL Taxonomy Extension Schema Document.
101.CAL**101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
____________________________________
* Filed herewith
**XBRL information is deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under such sections.


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