SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨ o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-33584

(Exact name of Registrant as specified in its Charter)

(State or other jurisdiction of

incorporation or organization)

1040 Avenue of the Americas, 16th Floor

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year - if changed since last report)

Large accelerated filer ¨o Accelerated filer x Non-accelerated filer ¨o Smaller Reporting Company ¨o

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

See accompanying notes to the condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

For the three months

For the six months ended

For the three months

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ended

For the nine months ended

See accompanying notes to the condensed consolidated financial statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 financial statements prepared in accordance with accounting principles generally accepted 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 positions, the results of operations and cash flows 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, 2009 that are included in the Company’s Annual Report on Form 10-K. Operating results for the ~~six~~nine month period ended ~~June~~September 30, 2010 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 and the disclosure of contingent assets and liabilities at the date of the 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.

During the three month period ended September 30, 2010, the Accrual for Unrecognized Tax Benefits was reduced by $1.5 million related to the outcome of a federal tax exam and the expiration of the statute of limitations covering certain tax positions. This reduction in the accrual resulted in lower income tax expense in the current period. There have been no other significant changes in the Company’s assumptions regarding critical accounting estimates during the ~~six~~nine month period ended ~~June~~September 30, 2010.

2. NEW ACCOUNTING STANDARDS

In October 2009, new accounting standards were issued in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) subtopic on Revenue Recognition-Multiple-Element Arrangements. The standards enable companies to account for certain products and services (deliverables) separately rather than as a combined unit. The standards are effective for the Company beginning on January 1, 2011, with early adoption permitted. The Company is currently evaluating the impact these standards will have on its financial statements.

InAllHealthcareJobs- On June 10, 2009, the Company acquired substantially all of the assets of AllHealthcareJobs.com (“AllHealthcareJobs”), a leading online career site dedicated to matching healthcare professionals with available career opportunities. The purchase price consisted of initial consideration of $2.7 million in cash (including working capital adjustments) and the issuance of 205,000 shares of the Company’s common stock (with certain restrictions) valued at $959,000. Additional consideration of up to a maximum of $1.0 million in cash is payable upon the achievement of certain operating and financial goals over the two year period ending June 30, 2011. The acquisition resulted in recording intangible assets of $3.1 million and goodwill of $1.4 million. A liability of ~~$563,000~~$513,000 is recorded as of ~~June~~September 30, 2010 for the estimated consideration remaining to be paid. The AllHealthcareJobs.com acquisition is not deemed significant to the Company’s financial results, thus limited disclosures are presented herein.

InWorldwideWorker- On May 6, 2010, the Company acquired the online and career-events business of WorldwideWorker.com (“WorldwideWorker”), a global leader in online recruitment for the energy industry. The purchase price consisted of initial consideration of $6.0 million in cash. Additional consideration of up to a maximum of $3.0 million in cash is payable upon the achievement of certain financial goals over the two year period ending December 31, 2011. The acquisition resulted in recording intangible assets of $4.9 million and goodwill of $4.9 million.

~~These acquisitions are~~ A liability of $2.3 million is recorded as of September 30, 2010 for the estimated consideration remaining to be paid. The WorldwideWorker acquisition is not deemed significant to the Company’s financial results, thus limited disclosures are presented herein.

Rigzone- On August 11, 2010, the Company acquired all of the issued and outstanding shares of Rigzone.com, Inc. (“Rigzone”), a U.S. market leader in the oil and gas industry delivering online content, data, advertising and career services. The purchase extends the Company’s footprint in the energy vertical. The purchase price consisted of initial consideration of approximately $39 million in cash. On or about October 15, 2011, additional consideration of up to a maximum of $16 million in cash is payable upon the achievement of certain revenue goals through June 30, 2011. The amount of the contingent payment is equal to five times the amount to which revenue for the year ended June 30, 2011 exceeds $8.2 million. Approximately $3.9 million of the purchase price was placed in an escrow account, with funds to be released to pay indemnification claims. The escrow arrangement will terminate in October 2011.

The assets acquired and liabilities assumed were recorded at fair value as of the acquisition date. The acquired accounts receivable of $1.4 million were recorded at fair value of $1.0 million, with an expectation of uncollectible accounts. The fair value of the 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 certain financial metrics be reached. There is no market data available to use in valuing the contingent consideration; therefore, the Company developed its own assumptions related to the future revenues of the businesses to estimate the fair value of these liabilities. The contingent payment can range from zero to $16.0 million, with $8.1 million being the Company’s best estimate as of the date of acquisition. The assets and liabilities recognized as of the acquisition date include (in thousands):

Assets:
Cash and cash equivalents	$	1,152
Accounts receivable		1,000
Acquired intangible assets		24,606
Goodwill		30,206
Other assets		75
Assets acquired		57,039

Liabilities:
Accounts payable and accrued expenses	$	166
Deferred revenue		2,180
Deferred income taxes		7,843
Fair value of contingent consideration		8,050
Liabilities assumed		18,239

Net Assets Acquired	$	38,800

Goodwill results from the expansion of our market share in the energy vertical, from intangible assets that do not qualify for separate recognition including an assembled workforce, and from expected synergies from combining operations of Rigzone into the existing DHI operations. Goodwill is not deductible for tax purposes.

Pro forma Information- The following pro forma condensed consolidated results of operations are presented as if the acquisitions of Rigzone, WorldwideWorker and All Healthcare Jobs were completed as of January 1, 2009:

The pro forma financial information represents the combined historical operating results of the Company, Rigzone, WorldwideWorker and All Healthcare Jobs with adjustments for purchase accounting and is not necessarily indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of the period presented. The pro forma adjustments included adjustments for interest on borrowings, amortization of acquired intangible assets, amortization of deferred financing costs and the related income tax impacts of such adjustments.

Rigzone and WorldwideWorker, both acquired in 2010, comprise the Energy segment. The Consolidated Statements of Operations include revenue from the Energy segment of $1.5 million and $1.7 million for the three and nine month periods ended September 30, 2010, respectively, and operating loss of $610,000 and $951,000 for the three and nine month periods ended September 30, 2010, respectively.

4. FAIR VALUE MEASUREMENTS

The FASB ASC Fair Value Measurements and Disclosures Topic defines fair value, establishes a framework for measuring fair value and requires certain disclosures for each class of assets and liabilities measured at fair value on either 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:

Money market funds are included in cash and cash equivalents on the Condensed Consolidated Balance Sheets. The money market funds and marketable securities are valued using quoted prices in the market. The carrying amounts reported in the Condensed Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, and accounts payable and accrued expenses approximate their fair values. The estimated fair value of long-term debt, as of ~~June~~September 30, 2010 and December 31, 2009 was approximately ~~$29~~$57 million and $50 million, respectively.

The interest rate hedge liability as of December 31, 2009 is valued using the market approach, with the forward one-month LIBOR yield curve as the primary input. Valuations are obtained from two third-party providers, one of which is the swap counterparty. There were no interest rate hedges outstanding at ~~June~~September 30, 2010.

The Company has obligations, to be paid in cash, related to ~~the former owners of AllHealthcareJobs and WorldwideWorker~~its acquisitions if certain future operating and financial goals are 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 certain events and certain financial metrics be reached. There is no market data available to use in valuing the contingent consideration; therefore, the Company developed its own assumptions related to the future financial performance of the businesses to estimate the fair value of these liabilities. The liabilities for the contingent consideration were established at the time of acquisition and are evaluated at each reporting period. During the ~~six months~~three and nine month periods ended ~~June~~September 30, 2010, the liability for contingent consideration was reduced by ~~$300,000~~$181,000 and $481,000, respectively, due to the sales performance of AllHealthcareJobs and WorldwideWorker to date and expectations of future sales being lower than the initial assumptions. The decrease in the liability resulted in a gain, which is included in Change in Acquisition Related Contingencies on the Condensed Consolidated Statements of Operations. ~~The current liability is~~These liabilities are included on the Condensed Consolidated Balance Sheets in the Current Portion of Acquisition Related Contingencies and ~~the non-current portion is included~~ in ~~Other Long-term Liabilities.~~Acquisition Related Contingencies. There was no impairment of goodwill or intangibles assets indicated.

The assets and liabilities measured at fair value on a recurring basis are as follows (in thousands):

	As of September 30, 2010
	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total

Money market funds	$	18,669	$	-	$	-	$	18,669
Marketable securities		3,510		-		-		3,510
Contingent consideration to be paid in cash for acquisitions		-		-		10,842		10,842

As of December 31, 2009
Fair Value Measurements Using

Quoted Prices in
Active Markets
for Identical
Assets (Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)
Total

Money market funds $ 23,655 $ - $ - $ 23,655
Marketable securities 4,214 - - 4,214
Interest rate hedge liability - non-current - 550 - 550
Contingent consideration to be paid in cash for acquisitions - - 863 863

	As of December 31, 2009
	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total

Money market funds	$	23,655	$	-	$	-	$	23,655
Marketable securities		4,214		-		-		4,214
Interest rate hedge liability - non-current		-		550		-		550
Contingent consideration to be paid in cash for acquisitions		-		-		863		863

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):

Certain assets and liabilities are measured at fair value on a non-recurring basis and therefore are not included in the tables 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.

The Company determines whether the carrying value of recorded goodwill is impaired on an annual basis or more frequently if indicators of potential impairment exist. The impairment test for goodwill from the 2005 Dice Inc. acquisition is performed annually as of August 31 and ~~the~~resulted in no impairment. The impairment test for goodwill from the 2006 eFinancialCareers acquisition, ~~and~~ the 2009 AllHealthcareJobs acquisition, isand the 2010 WorldwideWorker and Rigzone acquisitions are performed annually as of October 31. 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.

The 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 more frequently if indicators of potential impairment exist. The ~~annual~~ impairment test is performed annually as of August ~~31.~~31 and 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 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 company 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. MARKETABLE SECURITIES

DHI’s marketable securities are stated at fair value. The following tables summarize the Company’s marketable securities as of ~~June~~September 30, 2010 and December 31, 2009 (in thousands):

As of June 30, 2010
Gross Gross Unrealized Estimated
Maturity Amortized Cost Gain Fair Value

U.S. Government and agencies Within one year $ 3,216 $ 3 $ 3,219
U.S. Government and agencies 1 to 5 years 303 - 303
Total $ 3,519 $ 3 $ 3,522

								As of September 30, 2010
									Gross		Gross Unrealized		Estimated
								Maturity	Amortized Cost		Gain		Fair Value

U.S. Government and agencies								Within one year	$	3,507	$	3	$	3,510

	As of December 31, 2009							As of December 31, 2009
		Gross		Gross Unrealized		Estimated			Gross		Gross Unrealized		Estimated
	Maturity	Amortized Cost		Gain		Fair Value		Maturity	Amortized Cost		Gain		Fair Value

U.S. Government and agencies	Within one year	$	4,203	$	-	$	4,203	Within one year	$	4,203	$	-	$	4,203
Corporate debt securities	1 to 5 years		11		-		11	1 to 5 years		11		-		11
Total		$	4,214	$	-	$	4,214		$	4,214	$	-	$	4,214

6. ACQUIRED INTANGIBLE ASSETS, NET

Below is a summary of the major acquired intangible assets and weighted average amortization periods for the acquired identifiable intangible assets (in thousands).

As of June 30, 2010
Foreign Weighted
Acquisition of Currency Acquired Average
Worldwide Total Accumulated Translation Intangible Amortization

Cost

Worker

Cost

Amortization

Adjustment

Assets, Net

Period
Technology $ 12,420 500 $ 12,920 $ (12,400 ) $ (61 ) $ 459 3.6 years
Trademarks and brand names- Dice 39,000 - 39,000 - - 39,000 Indefinite
Trademarks and brand names- Other 7,270 1,300 8,570 (4,987 ) (563 ) 3,020 4.5 years
Customer lists 36,943 1,500 38,443 (34,258 ) (751 ) 3,434 4.6 years
Candidate database 18,982 1,600 20,582 (18,330 ) (46 ) 2,206 3.3 years
Order Backlog 17 - 17 (17 ) - - .5 years
Acquired intangible assets, net $ 114,632 $ 4,900 $ 119,532 $ (69,992 ) $ (1,421 ) $ 48,119

Based on the carrying value of the acquired finite–lived intangible assets recorded as of ~~June~~September 30, 2010, and assuming no subsequent impairment of the underlying assets, the estimated future amortization expense is as follows (in thousands):

Credit Agreement- In July 2010, the Company entered into a Credit Agreement (the “Credit Agreement”) which provides for a revolving facility of $70.0 million and a term facility of $20.0 million, with each facility maturing in January 2014. Borrowings of $30 million were made on July 29, 2010, including $20.0 million on the term facility and $10.0 million on the revolving facility. Proceeds from the Credit Agreement were used to pay the full amount outstanding on the Amended and Restated Credit Facility (as defined below), terminating that facility. A portion of the proceeds were also used to pay certain costs associated with the Credit Agreement.

Borrowings under the Credit Agreement bear interest at the Company’s option, at a LIBOR rate, Eurocurrency rate, or base rate plus a margin. The margin ranges from 2.75% to 3.50% on LIBOR and Eurocurrency loans and 1.75% to 2.50% on the base rate, determined by the Company’s most recent consolidated leverage ratio. Quarterly payments of $1.0 million of principal are required on the term loan facility, commencing December 31, 2010. The revolving loans and term loan may be prepaid at any time without penalty, although payments of principal on the term loan facility result in permanent reductions to that facility.

The Credit Agreement contains various customary affirmative and negative covenants and also contains certain financial covenants, including a consolidated leverage ratio, consolidated fixed charge coverage ratio and a minimum liquidity requirement. Negative covenants include restrictions on incurring certain liens; making certain payments, like stock repurchases and dividend payments; making certain investments; making certain acquisitions; and incurring additional indebtedness. 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.

The obligations under the Credit Agreement are guaranteed by two of the Company’s wholly-owned subsidiaries, JobsintheMoney.com, Inc. and Targeted Job Fairs, Inc., and secured by substantially all of the assets of the Company and the guarantors and stock pledges from certain of the Company’s foreign subsidiaries.

Debt issuance costs of approximately $1.5 million were incurred and will be amortized over the life of the loan.

Additional borrowings of $36.0 million were made during August 2010 for the purchase of Rigzone. Repayments of $9.0 million on the revolving facility have been made during the quarter ended September 30, 2010, resulting in a balance outstanding at September 30, 2010 of $57.0 million. Payments subsequent to September 30, 2010 have totaled $3.0 million, reducing the balance outstanding currently to $54.0 million.

Amended and Restated Financing Agreement- In March 2007, the Company entered into an Amended and Restated Financing Agreement (the “Amended and Restated Credit Facility”) which ~~provides~~provided for a revolving credit facility of $75.0 million and a term loan facility of $125.0 million, maturing in March 2012. Borrowings under the facility bear interest, at the Company’s option, at the LIBOR rate plus 3.25% or reference rate plus 1.75%. Quarterly payments of $250,000 of principal are required on the term loan facility. Payments of principal on the term loan facility result in permanent reductions to that facility. The borrowing capacity of the revolving credit facility is reduced by reserves against our interest rate swaps, which are determined by the swap counterparty. The Amended and Restated Credit Facility contains certain financial and other covenants. ~~The Company was in compliance with all such covenants as of~~In June ~~30, 2010. In May~~ 2010, the Amended and Restated Credit Facility was amended to allow for the purchase of WorldwideWorker and to reduce the revolving credit facility from $75.0 million to $65.0 million. ~~Payments~~On July 29, 2010, the Company used $29.6 million of ~~principal of $20.6 million on~~ the ~~term loan were made during~~proceeds from the ~~six month period ended June 30, 2010.~~Credit Agreement to repay in full all outstanding indebtedness, including interest and fees, under the Amended and Restated Credit Facility.

The amounts borrowed under and terms of the ~~financing agreement~~Credit Agreement as of ~~June~~September 30, 2010 and under the Amended and Restated Financing Agreement as of December 31, 2009 are as follows (dollars in thousands):

Interest rate swaps are used by the Company for the purpose of interest rate risk management. The fair value of the swap agreements are reflected as interest rate hedge liabilities in the Condensed Consolidated Balance Sheets. The Company does not apply hedge accounting under the Derivatives and Hedging topic of the FASB ASC. The change in the fair value of the swap agreements is included in Other income in the Condensed Consolidated Statements of Operations. ~~As of June 30, 2010, there are no swap agreements outstanding.~~ A payment of $333,000 was made during the ~~three~~nine months ended ~~June~~September 30, 2010 to terminate the swap on $20.0 million of LIBOR-based borrowings at 6.37% until February 11, 2011.

~~Future maturities as~~ As of ~~June~~September 30, 2010, there are ~~as follows (in thousands):~~

no swap agreements outstanding.

8. COMMITMENTS AND CONTINGENCIES

The Company leases equipment and office space under operating leases expiring at various dates through February 2020. Future minimum lease payments under non-cancelable operating leases as of ~~June~~September 30, 2010 are as follows (in thousands):

Rent expense was ~~$332,000,~~$379,000 and ~~$706,000~~$1.1 million for the three and ~~six~~nine month periods ended ~~June~~September 30, 2010, respectively, and ~~$345,000~~$309,000 and ~~$677,000~~$914,000 for the three and ~~six~~nine month periods ended ~~June~~September 30, 2009, respectively, and is included in General and administrative expense on the Condensed Consolidated Statements of Operations.

The Company is subject to various lawsuits, claims, and complaints arising in the ordinary course of business. The Company records provisions for losses when claims become probable and the amounts are 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 adverse effect on the Company’s financial condition, operations or liquidity.

9. COMPREHENSIVE INCOME (LOSS)

The components of comprehensive income (loss) are as follows (in thousands):

Unrealized losses (gains) on marketable securities, net of tax of $(3), $0, $(2) and $(7)

9.10. STOCK BASED COMPENSATION

The Company has two plans (the 2005 Plan and 2007 Plan) under which it may grant stock-based awards to certain employees, directors and consultants of the Company and its subsidiaries. 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 ~~$972,000~~$895,000 and ~~$1.8~~$2.7 million during the three and ~~six~~nine month periods ended ~~June~~September 30, 2010, respectively, and ~~$1.6~~$1.3 million and ~~$3.1~~$4.4 million during the three and ~~six~~nine month periods ended ~~June~~September 30, 2009, respectively. At ~~June~~September 30, 2010, there was ~~$8.3~~$6.3 million of unrecognized compensation expense related to unvested awards, which is expected to be recognized over a weighted-average period of approximately ~~1.9~~2.0 years.

A summary of the status of restricted stock awards as of ~~June~~September 30, 2010 and 2009, and the changes during the three and ~~six~~nine month periods then ended is presented below:

Stock 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. Because the Company’s stock has not been publicly traded for a period long enough to use to determine volatility, the average implied volatility rate for a similar entity was used. 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.

A summary of the status of options granted as of ~~June~~September 30, 2010 and 2009, and the changes during the three and ~~six~~nine month periods then ended is presented below:

The following table summarizes information about options outstanding as of ~~June~~September 30, 2010:

~~10.~~11. SEGMENT INFORMATION

The Company changed its reportable segments during the three months ended September 30, 2010 following the acquisition of Rigzone, to reflect the current operating structure. Accordingly, all prior period amounts have been recast to reflect the current segment presentation.

The Company has ~~two~~three reportable segments: ~~DCS Online (which~~Tech & Clearance, Finance, and Energy. The Tech & Clearance reportable segment includes the Dice.com and ~~ClearanceJobs.com)~~ClearanceJobs.com businesses. The Finance reportable segment includes the eFinancialCareers business worldwide, including both the operating segments of North America and ~~eFinancialCareers.~~International. The Energy reportable segment includes the Rigzone and WorldwideWorker operating segments, both of which were acquired during 2010. Management has organized its reportable segments based upon ~~similar geographic locations and similar economic characteristics. Both DCS Online and eFinancialCareers generate~~the industry verticals served. Each of the reportable segments generates revenue from sales of recruitment ~~packages.~~packages and related services. In addition to these ~~two~~ reportable segments, the Company has other businesses and activities that individually are not more than 10% of consolidated revenues, net income, or total assets. These include Targeted Job Fairs, ~~JobsintheMoney.com,~~ AllHealthcareJobs (beginning June 2009), ~~WorldwideWorker (beginning May~~and JobsintheMoney.com (shut down in June 2010), ~~and eFinancialCareers’ North American operations~~ and are reported in the “Other” category. The Company’s foreign operations are comprised of a portion of the eFinancialCareers ~~whose~~ business, ~~is principally~~which operates in Europe, Middle East and Asia Pacific. Additionally, WorldwideWorker serves certain of the major energy regions in the world.

June 30, December 31,
2010 2009
Total assets:
DCS Online $ 146,073 $ 160,513
eFinancial Careers 85,717 86,854
Other 24,587 15,188
Total assets $ 256,377 $ 262,555

	September 30,		December 31,
	2010		2009
Total assets:
Tech & Clearance	$	151,577	$	160,513
Finance		92,394		95,882
Energy		65,523		-
Other		5,236		6,160
Total assets	$	314,730	$	262,555

The following table shows ~~the change in the carrying amount of~~ goodwill by reportable segment as of December 31, 2009 and the changes in goodwill for the ~~six~~nine month period ended ~~June~~September 30, 2010 (in thousands):

	DCS Online		eFC			Other		Total			Tech & Clearance		Finance			Energy		Other		Total
Balance, December 31, 2009	$	84,778	$	47,357		$	10,503	$	142,638		$	84,778	$	54,549		$	-	$	3,311	$	142,638
Acquisition of WorldwideWorker		-		-			4,898		4,898			-		-			4,898		-		4,898
Acquisition of Rigzone												-		-			30,206		-		30,206
Foreign currency translation adjustment		-		(2,499	)		-		(2,499	)		-		(349	)		-		-		(349	)
Balance, June 30, 2010	$	84,778	$	44,858		$	15,401	$	145,037
Balance, September 30, 2010											$	84,778	$	54,200		$	35,104	$	3,311	$	177,393

~~11.~~

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 and conversion of outstanding convertible securities, where dilutive. Options with exercise prices greater than the average market price of the common shares are excluded from the calculation of diluted EPS as they are anti-dilutive. Anti-dilutive options totaled ~~79,000~~201,000 and ~~191,000~~187,000 for the three and ~~six~~nine month periods ended ~~June~~September 30, 2010, respectively, and 2.6 million and 3.5 million for the three and ~~six~~nine month periods ended ~~June~~September 30, 2009, respectively. The following is a calculation of basic and diluted earnings per share and weighted average shares outstanding for continuing operations (in thousands except per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009		2010		2009		2010		2009
Income attributable to common stockholders from
continuing operations - basic and diluted	$	3,688	$	2,776	$	6,989	$	6,634
Income attributable to common stockholders from continuing operations - basic and diluted									$	6,166	$	3,002	$	13,155	$	9,636

Weighted average shares outstanding - basic		62,665		62,229		62,478		62,219		62,799		62,305		62,436		62,248
Add shares issuable upon exercise of stock options		4,965		3,712		4,870		3,615		4,762		3,354		4,970		3,822
Weighted average shares outstanding - diluted		67,630		65,941		67,348		65,834		67,561		65,659		67,406		66,070

Basic earnings per share	$	0.06	$	0.04	$	0.11	$	0.11	$	0.10	$	0.05	$	0.21	$	0.15
Diluted earnings per share	$	0.05	$	0.04	$	0.10	$	0.10	$	0.09	$	0.05	$	0.20	$	0.15

* * * * *

1517

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.

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 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, including without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 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 developing 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, the failure to attract qualified professionals to our websites or grow the number of qualified professionals who use our websites, the failure to successfully identify or integrate acquisitions, United States and foreign government regulation of the Internet and taxation, our ability to borrow funds under our revolving credit facility or refinance our indebtedness and restrictions on our current and future operations under our credit facility. 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, 2009, under the headings “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should keep in mind that any forward-looking statement made by us herein, or elsewhere, speaks only as of the date on which we make it. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us. We have no obligation to update any forward-looking statements after the date hereof, except as required by federal securities laws.

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.

Overview

We are a leading provider of specialized career websites for select professional communities. We target employment categories in which there is a long-term scarcity of highly skilled, highly qualified professionals relative to market demand. Our career 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. Each of our career websites offers job postings, content, career development and recruiting services tailored to the specific needs of the professional community that it serves. Our largest websites by revenue are Dice.com, the leading career website in the United States for technology professionals, and eFinancialCareers.com, the leading global career website for financial services professionals.

We changed our reportable segments during the three months ended September 30, 2010 following the acquisition of Rigzone, to reflect our current operating structure. We have identified ~~two~~three reportable segments based on our operating structure. Our reportable segments include ~~DCS Online~~Tech & Clearance (which includes Dice.com and ClearanceJobs.com), Finance (which includes eFinancialCareers worldwide), and ~~eFinancialCareers’ international business. eFinancialCareers’ North American operations,~~Energy (which includes Rigzone beginning in August 2010 and WorldwideWorker ~~(beginning~~beginning in May 2010),. AllHealthcareJobs (beginning in June 2009), Targeted Job Fairs, and JobsintheMoney.com (shut down in June 2010) do not meet certain quantitative thresholds, and therefore are reported in aggregate in the Other segment.

Recent Developments

~~In May~~On July 29, 2010, we entered into a Credit Agreement which provides for a revolving facility of $70.0 million and a term facility of $20.0 million, maturing in January 2014. Proceeds from the ~~Company~~Credit Agreement were used to pay the full amount outstanding on our Amended and Restated Credit Facility, terminating that facility.

On August 11, 2010, we acquired all of the ~~online~~issued and ~~career-events business~~outstanding shares of ~~WorldwideWorker.com,~~Rigzone.com, Inc., a ~~global~~U.S. market leader in ~~recruitment for~~ the ~~energy industry.~~oil and gas information industry delivering online content, data, advertising and career services. The purchase price consisted of initial consideration of ~~$6.0 million. Additional~~$39 million in cash. In October 2011, additional consideration of up to a maximum of ~~$3.0~~$16 million in cash is payable based upon the achievement of certain ~~financial~~revenue goals ~~over~~through June 30, 2011.

In October 2010, we repaid $3.0 million of the ~~two year period ended December 31, 2011.~~revolving facility of our Credit Agreement reducing the balance outstanding to $54 million.

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. In the United States, we sell recruitment packages that include both access to our databases of resumes and job posting capabilities. At eFinancialCareers, our job postings and access to our resume databases are often sold separately and not as a single package.

We believe the key metrics that are material to an analysis of our U.S. businesses are our total number of recruitment package customers and the revenue, on average, that these customers generate. Similar metrics are important to our international businesses. At ~~June~~September 30, 2010, Dice.com had approximately ~~6,750~~7,050 total recruitment package customers and as of the same date our other websites collectively served approximately ~~2,400~~3,300 customers, including some customers who are also customers of Dice.com. Deferred revenue is another 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-term contracts. We recorded deferred revenue of ~~$41.1~~$44.7 million and $33.9 million at ~~June~~September 30, 2010 and December 31, 2009, respectively. Approximately $2.8 million of this increase is related to the businesses that comprise our Energy Segment which were acquired during 2010.

Our ability to grow our revenues will largely depend on our ability to grow our customer bases in the markets in which we operate by acquiring new recruitment package customers while retaining a high proportion of the customers we currently serve, and to expand the breadth of services our customers purchase from us. We continue to make investments in our business and infrastructure to help us achieve our long-term growth objectives.

Our revenues are generated primarily from servicing customers seeking to recruit qualified professionals in the technology, finance, and ~~finance sectors.~~energy verticals. Accordingly, significant increases or decreases in the unemployment rate, labor shortages or a decrease in available jobs, specifically in the technology, finance, energy, healthcare, and other vertical industries we serve, can have a material affect on our revenues and results of operations. The significant increase in the unemployment rate and general reduction in recruitment activity during late 2008 and throughout 2009 negatively impacted our revenues and income. We began to see improvement in recruitment activity during the latter half of 2009 and that improvement has continued ininto the ~~second~~third quarter inof 2010. During the first half of 2010, total revenues ~~are~~were essentially flat with the first half of 2009. Our revenues in the ~~second~~third quarter of 2010 were up ~~11%~~29% over the same period in 2009 and were up ~~12%~~15% over the ~~first~~second quarter of 2010. Revenue growth in the third quarter without the impact of our 2010 WorldwideWorker and Rigzone acquisitions was 23% over the same period in 2009. We saw an increase in the number of customers served at Dice.com from approximately ~~6,400~~6,750 customers at ~~March 31,~~June 30, 2010 to approximately ~~6,750~~7,050 customers at ~~June~~September 30, 2010.

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 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 services and the impact on our revenues due to the recognition of revenue occurring over the length of the contract, which can be several months to a year.

Other material factors that may affect our results of operations include our ability to attract qualified professionals to 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, which in turn makes them more likely to become our customers, resulting in positive impacts on our results of operations. If we are unable to continue to attract qualified professionals to our websites, our customers may no longer find our services attractive, which could have a negative impact on our results of operations. Additionally, in order to attract qualified professionals to our websites we need to ensure that our websites remain relevant.

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 statements of operations based on each employee’s principal function. Marketing and sales expenditures primarily consist of online advertising and direct mail programs.

Critical Accounting Policies

This discussion of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue, goodwill and intangible assets, stock-based compensation and income taxes. We based our estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that we believe are reasonable. In many cases, we could reasonably have used different accounting policies and estimates. In some cases, changes in the accounting estimates are reasonably likely to occur from period to period. Our actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments used in the preparation of our condensed consolidated financial statements.

Revenue Recognition

We recognize revenues when persuasive evidence of an agreement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Payments received in advance of services being rendered are recorded as deferred revenue and recognized generally on a straight-line basis over the service period. We generate a majority of our revenue from the sale of recruitment packages.

Recruitment package revenues are derived from the sale to recruiters and employers of a combination of job postings and access to a searchable database of candidates on ~~Dice.com, Clearancejobs.com, eFinancialCareers.com, AllHealthcareJobs.com, and WorldwideWorker.com.~~each of our six career center websites. Certain of our arrangements include multiple deliverables, which consist of access to job postings and access to a searchable database of resumes. We consider a delivered item as a separate unit of accounting if it has value to the customer on a standalone basis, if there is objective and reliable evidence of the fair value of the undelivered elements, and, if the arrangement includes a general right of return relative to the delivered element, delivery or performance of the undelivered element is considered probable and is substantially within our control. Services to customers buying a package of available job postings and access to the database are delivered over the same period and revenue is recognized ratably over the length of the underlying contract, typically from one to twelve months. Revenue from the sale of classified job postings is recognized ratably over the length of the contract or the period of actual usage.

Fair Value of Acquired Businesses

We completed the acquisition of Dice Inc. in 2005, eFinancialGroup in 2006, AllHealthcareJobs in 2009, and WorldwideWorker and Rigzone in 2010. FASB ASC topic on Business Combinations requires acquired businesses ~~are~~ to be recorded at fair value by the acquiring entity. The Business Combinations Topic also requires that intangible assets that meet the legal or separable criterion be separately recognized on the financial statements at their fair value, and provides guidance on the types of intangible assets subject to recognition. A significant component of the value of these acquired businesses has been allocated to intangible assets.

The significant assets acquired and liabilities assumed from our acquisitions consist of intangible assets, goodwill, deferred revenue and contingent consideration. Fair values of the technology and trademarks were determined using a profit allocation methodology which estimates the value of the trademark and brand name by capitalizing the profits saved because the Company owns the asset. Fair values of the customer lists were estimated using the discounted cash flows method based on projections of the amounts and timing of future revenues and cash flows, discount rates and other assumptions as deemed appropriate. Fair values of the candidate database were determined based on the estimated historical cost to acquire ~~a seeker applied~~unique visitors and cost to ~~the number of active~~get job seekers asto apply. Fair values of the ~~acquisition date.~~content database was determined based on the estimated cost spent to build the database over time. The acquired deferred revenue is recorded at fair value as it represents an assumed legal obligation. We estimated our obligation related to deferred revenue using the cost build-up approach which determines fair value by estimating the costs related to fulfilling the obligation plus a reasonable profit margin. The estimated costs to fulfill our deferred revenue obligation were based on our expected future costs to fulfill our obligation to our customers. Contingent consideration is an obligation to transfer assets or equity interests to the former owners if certain future operating and financial goals are met. The fair value of the contingent consideration is determined based on management’s estimation that certain events will occur and certain financial metrics will be reached. Goodwill is the amount of purchase price paid for an acquisition that exceeds the estimated fair value of the net identified tangible and intangible assets acquired.

The remaining useful life of the technology was determined through review of the technology roadmaps, the pattern of projected economic benefit of each existing technology asset, and the time period over which the majority of the undiscounted cash flows are projected to be achieved. The remaining useful life of the trademarks and brand names was determined based on the estimated time period over which each asset is projected to be used, the pattern of projected economic benefit, and the time period over which the majority of the undiscounted cash flows are projected to be achieved. The remaining useful life of the customer list was determined based on the projected customer attrition rates, the pattern of projected economic benefit of each list and the time period over which the majority of the undiscounted cash flows are projected to be achieved.

Determining the fair value for these specifically identified intangible assets involves significant professional judgment, estimates and projections related to the valuation to be applied to intangible assets such as customer lists, technology and trade names. The subjective nature of management’s assumptions increases the risk associated with estimates surrounding the projected performance of the acquired entity. Additionally, as we amortize the finite-lived intangible assets over time, the purchase accounting allocation directly impacts the amortization expense we record on our financial statements.

Goodwill

As a result of our various acquisitions, we have recorded goodwill. We record goodwill when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired.

We determine whether the carrying value of recorded goodwill is impaired on an annual basis or more frequently if indicators of potential impairment exist. 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. Our annual impairment test for the goodwill from the 2005 Dice Acquisition is performed as of August 31 by comparing the goodwill recorded from the 2005 Acquisition to the fair value of the DCS Online and Targeted Job Fairs reporting units. The annual impairment test performed as of August 31, ~~2009~~2010 resulted in no impairment. The goodwill at ~~the eFinancialCareers’ international business and eFinancialCareers’ U.S. business~~eFinancialCareers was the result of the eFinancialGroup Acquisition in October 2006. Goodwill at the AllHealthcareJobs reporting unit is the result of the acquisition of AllHealthcareJobs assets in June 2009. The annual test of impairment of goodwill from the eFinancialGroup, AllHealthcareJobs, WorldwideWorker and ~~AllHealthcareJobs~~Rigzone acquisitions iswill be performed as of October 31 by comparing the goodwill recorded from these acquisitions to the fair value of the respective reporting units. The annual impairment test performed as of October 31, 2009 for the eFinancialCareers and AllHealthcareJobs reporting units resulted in no impairment.

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 our reporting units. Fair values 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. We consider factors such as historical performance, anticipated market conditions, operating expense trends and capital expenditure requirements. Additionally, the discounted cash flows analysis takes into consideration cash expenditures for product development, other technological updates and advancements to our websites and investments to improve our 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. Changes in our strategy and/or market conditions could significantly impact these judgments and require adjustments to recorded amounts of goodwill.

Indefinite-Lived Acquired Intangible Assets

The indefinite-lived acquired intangible assets include the Dice trademarks and brand name. The Dice.com trademark, trade name and domain name is one of the most recognized names of online job boards. Since Dice’s inception in 1991, the brand has been recognized as a leader in recruiting and career development services for technology and engineering professionals. Currently, the brand is synonymous with the most specialized online marketplace for industry-specific talent. The brand has a significant online and offline presence in online recruiting and career development services. Considering the recognition and the awareness of the Dice brand in the talent acquisition and staffing services market, Dice’s long operating history and the intended use of the Dice brand, the remaining useful life of the Dice.com trademark, trade name and domain name was determined to be indefinite.

We determine whether the carrying value of recorded indefinite-lived acquired intangible assets is impaired on an annual basis or more frequently if indicators of potential impairment exist. 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 impairment test is performed annually as of August 31. No impairment was recorded at August 31, ~~2009.~~2010.

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 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 Company owns the asset. We consider factors such as historical performance, anticipated market conditions, operating expense trends and capital expenditure requirements. Changes in our strategy and/or market conditions could significantly impact these judgments and require adjustments to recorded amounts of intangible assets.

Income Taxes

We utilize the liability method of accounting for income taxes as set forth in FASB ASC topic, Income Taxes. Under this method, deferred income taxes are recognized for differences between the financial statement and tax bases of assets and liabilities at enacted statutory tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. In addition, valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. We have concluded that based on expected future results and the future reversals of existing taxable temporary differences, it is more likely than not that the deferred tax assets will be used in the future, net of valuation allowances. Uncertain tax positions are evaluated and amounts are recorded when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Judgment is required in evaluating each uncertain tax position to determine whether the more likely than not recognition threshold has been met.

Stock and Stock-Based Compensation

We have granted stock options to certain of our employees and directors under our 2005 Omnibus Stock Plan and our 2007 Equity Award Plan. We follow the Compensation-Stock Compensation subtopic of the FASB ACS. Compensation expense is recorded for stock awards made to employees and directors in return for service to the Company. The expense is measured at the fair value of the award on the date of grant and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The fair value of options granted was estimated on the grant date using Black-Scholes option-pricing model. The use of an option valuation model includes highly subjective assumptions based on long-term predictions, including the expected stock price volatility and average life of each grant.

Results of Operations

Three Months Ended ~~June~~September 30, 2010 Compared to the Three Months Ended ~~June~~September 30, 2009

Revenues

Three Months Ended September 30,

Our revenues were ~~$29.9~~$34.4 million for the three months ended ~~June~~September 30, 2010 compared to ~~$27.0~~$26.7 million for the same period in 2009, an increase of ~~$2.9~~$7.6 million, or ~~11%~~29%. The increase in revenues is a result of increased recruitment activity during late 2009 into 2010, which impacted customer usage of our primary ~~services.~~services and due to the addition of revenues from our Energy segment.

We experienced an increase in revenue at the ~~DCS Online~~Tech & Clearance segment of ~~$1.2~~$3.5 million, or 6%18% which was driven by increased revenues at both Dice.com and ClearanceJobs.com. Recruitment activity began to strengthen in the latter part of 2009 and into 2010, as we saw increases in our job count and database usage by our customers. There is a lag from the time customers begin to increase purchases of our services and the impact on our revenue due to the recognition of revenue occurring over the length of the contract, which can be several months to a year. The strengthening of recruitment activity is evidenced by an increase in our recruitment package customer count. The number of customers served at Dice.com increased from approximately ~~6,400 at March 31, 2010 to approximately~~ 6,750 at June 30, 2010 to approximately 7,050 at September 30, 2010. At ~~June~~September 30, 2009, recruitment package customers totaled approximately ~~6,450.~~6,350. Average revenue per recruitment package customer is approximately ~~1% lower~~3% higher during the three months ended ~~June~~September 30, 2010 as compared to the same period in 2009. This is the first quarter with a year-over-year increase in the average revenue per recruitment package customer since the fourth quarter of 2008. Revenues at ClearanceJobs were up ~~$347,000,~~$404,000, or ~~26%~~28% during the three months ended ~~June~~September 30, 2010 compared to the same period in 2009. ClearanceJobs continues to experience strong revenue and customer ~~count~~ growth.

We experienced an increase in the ~~eFinancialCareers~~Finance segment revenues of ~~$1.3~~$2.4 million, or ~~23%~~37%. The increase is the result of an increase in recruitment activity in all of the markets we serve, partially offset by the weakening of the pound sterling versus the U.S. dollar in comparing the three months ended ~~June~~September 30, 2010 with the same period in 2009. Revenue related to increased recruitment activity was ~~$1.5~~$2.9 million. The offsetting decrease in revenue due to the unfavorable effect of foreign exchange rates was ~~$246,000. Similar to~~$460,000. Revenue increased 62% in ~~the~~our Asia market, 46% in our UK market, and 54% in our United States ~~we have continued to see an improvement in recruitment activity, particularly in the United Kingdom and Asia. Revenue from our United Kingdom~~ market ~~measured in pound sterling increased 23%~~ during the three months ended ~~June~~September 30, 2010 compared to the prior year ~~period. Similarly,~~period, as measured in the functional currency of each region.

Revenues from our Energy segment totaled $1.5 million for the three month period ended September 30, 2010. The Energy segment includes revenue from ~~our Asia market measured in Singapore dollars increased 76% year over year.~~WorldwideWorker for the entire quarter and revenue from Rigzone since the date of acquisition, August 11, 2010.

Revenues from the Other segment, which consists of ~~eFinancialCareers’ North America operations,~~ Targeted Job Fairs, ~~JobsintheMoney.com,~~ AllHealthcareJobs (beginning June 2009) and ~~WorldwideWorker (beginning May 2010),~~JobsintheMoney.com, increased ~~$404,000,~~$109,000, or ~~28%~~18%. ~~Our two recent acquisitions,~~ AllHealthcareJobs ~~and WorldwideWorker, combined for~~ revenue increased by $189,000, partially offset by a decline in revenue from JobsintheMoney.com of ~~$442,000. eFinancialCareers’ North America operations grew 12% compared~~$113,000 due to the ~~prior year period. Revenue from JobsintheMoney.com declined by $168,000 as revenue during the current year period was minimal. The operations of JobsintheMoney.com have been~~site being shut down ~~as of~~in June ~~30,~~ 2010.

Our cost of revenues for the three months ended ~~June~~September 30, 2010 were ~~$2.2~~$2.7 million compared to ~~$1.8~~$1.9 million for the same period in 2009, an increase of ~~$370,000,~~$756,000, or ~~20%~~39%. The increase in cost of revenues experienced at ~~DCS Online~~the Tech & Clearance segment of ~~$440,000~~$436,000 was primarily due to an increase in subscription and maintenance contracts and due to the number of network services personnel we employed to support our websites. Cost of revenues at ~~eFinancialCareers increased by $69,000 primarily due to an increase in~~ the ~~number~~Finance segment were flat with the prior year period. The Energy segment incurred $341,000 of cost of revenue expenses during the current quarter for customer support and network services ~~personnel. These increases were partially offset by a decrease of $150,000 in the Other segment primarily due to a decrease in the number of job fairs conducted.~~

Product Development Expenses

Three Months Ended June 30, Percent
2010 2009 Increase Change
(in thousands, except percentages)
Product Development $ 1,432 $ 961 $ 471 49.0 %
Percentage of revenues 4.8 % 3.6 %

Product development expenses for the three months ended ~~June~~September 30, 2010 were ~~$1.4~~$2.0 million compared to ~~$961,000~~$1.1 million for the same period of 2009, an increase of ~~$471,000,~~$863,000, or ~~49%~~76%. Product development expenses increased by ~~$340,000~~$558,000 for the ~~U.S. businesses,~~Tech & Clearance segment, due to costs incurred related to adding features and functionality on the Dice and ClearanceJobs ~~sites, a redesign of the AllHealthcareJobs site and due to costs related to building the editorial and community aspects of the websites.~~sites. Product development expenses increased at ~~eFinancialCareers~~the Finance segment by ~~$126,000~~$245,000 due primarily to an increase in salaries and benefit costs for the product development team. The Energy segment incurred product development expenses of $105,000 during the current period related to the personnel employed to develop the websites.

Sales and Marketing Expenses

Sales and marketing expenses for the three months ended ~~June~~September 30, 2010 were ~~$11.1~~$11.3 million compared to ~~$8.5~~$8.3 million for the same period in 2009, an increase of ~~$2.6~~$3.0 million, or ~~31%~~37%. Of the increase, ~~$2.0~~$1.6 million is ~~related~~from the Tech & Clearance segment, $831,000 is from the Finance segment, $314,000 is from the Other segment and $231,000 is due to the ~~U.S.~~addition of the Energy businesses. ~~An increase of $530,000 relates to the eFinancialCareers segment.~~

Marketing expenses, including advertising programs and employee costs to conduct marketing activities comprised 55% of the sales and market expenses for the three month period ended September 30, 2010. Advertising and other marketing costs for the ~~U.S. businesses~~Tech & Clearance segment totaled ~~$4.0~~$3.6 million for the three month period ended ~~June~~September 30, 2010 compared to ~~$3.7~~$3.1 million for the same period in 2009. We continue to focus our marketing spending on online media, particularly paid search and banner advertising programs. In marketing to customers, we continue to dedicate the majority of our spend to direct mail and email campaigns focused on communicating the value proposition of our services to current and potential customers. During the three month period ended ~~June~~September 30, 2010, approximately ~~65%~~60% of our advertising and marketing spending for the ~~U.S. businesses~~Tech & Clearance segment was focused on reaching professionals who visit our sites and increasing their levels of activity on the websites. ~~The portion of our marketing spend that~~This percentage is consistent with spending during 2009 focused on attracting professionals, ~~to our sites was approximately 60% during 2009,~~ but has historically been approximately 75%. With recruitment activity ~~and job postings~~ lower and job seeker activity high during 2009, we were able to reduce the amount of spending on job seeker marketing and still provide results that match our customers’ needs. We expect to increase our spending on job seekers ~~through~~as a percentage of our total marketing spend in the ~~remainder of 2010.~~future.

The salaries, commissions, and benefits component of sales and marketing expense for the ~~United States businesses~~Tech & Clearance segment totaled ~~$3.9~~$3.0 million for the three months ended ~~June~~September 30, 2010, compared to ~~$2.3~~$2.0 million during the same period in 2009, an increase of ~~$1.6~~$1.0 million, or ~~70%~~50%. Increased commission and other incentive compensation expense due to the increase in sales during the current period contributed ~~$1.2 million~~$714,000 of this increase, with the remainder coming from an increase in sales and marketing personnel salaries and credit card processing fees.

The ~~eFinancialCareers~~Finance segment experienced an increase in sales and marketing expense of ~~$530,000~~$831,000 during the three month period ended ~~June~~September 30, 2010 compared to the same period in 2009. Of this increase, ~~$340,000~~$534,000 was from sales costs, which is driven by increased commissions on higher sales. Marketing expense increased by ~~$190,000.~~$298,000. We are continuing to spend on marketing to potential customers and to grow our resume database in many of the markets we serve. These increases are partially offset by $108,000 due to the strengthening of the U.S. dollar compared to the pound sterling.

General and Administrative Expenses

Three Months Ended September 30,

Depreciation expense for the three month period ended ~~June~~September 30, 2010 was ~~$1.1~~$1.0 million compared to ~~$932,000~~$933,000 for the same period in 2009, an increase of ~~$175,000,~~$70,000, or ~~19%~~8%. The increase was due to a higher depreciable fixed asset balance during the three month period ended ~~June~~September 30, 2010 compared to the same period in 2009 primarily due to software and capitalized development costs related to the site enhancements made on Dice, ClearanceJobs, and AllHealthcareJobs.

Amortization of Intangible Assets

Three Months Ended September 30,

Change in Acquisition Related Contingencies

The change in acquisition related contingencies for the three month period ended ~~June~~September 30, 2010 was a ~~loss~~gain of ~~$24,000.~~$181,000. The contingent liability related to the ~~AllHealthcareJobs~~WorldwideWorker acquisition was ~~increased slightly~~decreased to match our current expectation of contingent payments to be made on the acquisition.

Operating income for the three months ended ~~June~~September 30, 2010 was ~~$6.5~~$8.8 million compared to ~~$5.7~~$5.9 million for the same period in 2009, an increase of ~~$784,000,~~$2.8 million, or ~~14%~~48%. The increase is primarily the result of higher revenues for all businesses, partially offset ~~partially~~ by higher operating ~~expenses and the loss from the change in acquisition related contingencies.~~expenses. Operating expenses have increased due to sales compensation expense increasing from higher sales in the quarter and costs related to investments made in product development and marketing, slightly offset by lower amortization of intangible assets and stock based compensation costs.

Interest expense for the three months ended ~~June~~September 30, 2010 was ~~$974,000~~$712,000 compared to $1.6 million for the same period in 2009, a decrease of ~~$675,000,~~$886,000, or ~~41%~~55%. The decrease in interest expense was due to a lower ~~borrowings~~interest rate in the current period resulting from refinancing our Credit Agreement. Weighted average long-term debt outstanding induring the three months ended ~~June~~September 30, 2010 ~~on average, as compared to~~approximated that outstanding in the same period in ~~2009 due~~2009. Significant repayments of the long-term debt balance were made over the past year, offset by borrowings in August 2010 to ~~payments made on~~purchase Rigzone. The debt outstanding at September 30, 2010 was $57.0 million.

Deferred Financing Cost Write-off

Deferred financing costs of $1.4 million were written off in the ~~term loan portion of our~~current period. Our Amended and Restated Credit ~~Facility. Payments totaling $31.2 million were made~~Facility was paid off in ~~2009 and an additional $20.6 million of payments were made~~full during the ~~six months ended June 30, 2010 on~~period, resulting in all financing costs related to the ~~term loan.~~

Other income of ~~$141,000 and $369,000~~$294,000 during the three months ended ~~June~~September 30, ~~2010 and~~ 2009, ~~respectively,~~ resulted from a gain on interest rate hedges. The ~~gains~~gain resulted from increases in the fair value of our interest rate swap agreements. There are no swap agreements outstanding ~~as of June 30, 2010.~~during the current period.

Nine Months Ended ~~June~~September 30, 2010 Compared to the ~~Six~~Nine Months Ended ~~June~~September 30, 2009

Six Months Ended June 30, Increase Percent
2010 2009 (Decrease) Change
(in thousands, except percentages)
DCS Online $ 40,434 $ 42,093 $ (1,659 ) -3.9 %
eFinancialCareers 12,860 11,395 $ 1,465 12.9 %
Other 3,454 3,090 $ 364 11.8 %
Total revenues $ 56,748 $ 56,578 $ 170 0.3 %

	Nine Months Ended September 30,						Percent
	2010		2009		Increase		Change
	(in thousands, except percentages)
Tech & Clearance	$	63,434	$	61,549	$	1,885		3.1	%
Finance		24,059		19,952		4,107		20.6	%
Energy		1,715		-		1,715	n.a.
Other		1,900		1,810		90		5.0	%
Total revenues	$	91,108	$	83,311	$	7,797		9.4	%

Our revenues were ~~$56.7~~$91.1 million for the ~~six~~nine months ended ~~June~~September 30, 2010 compared to ~~$56.6~~$83.3 million for the same period in 2009, an increase of ~~$170,000.~~$7.8 million.

Revenues at ~~DCS Online decreased~~the Tech & Clearance segment increased by ~~$1.7~~$1.9 million, or 4%3% compared to the prior year period due to ~~results for Dice.com. Recruitment~~increases at both Dice.com and ClearanceJobs. As recruitment activity ~~declined during 2008 and into 2009, but~~ began to strengthen in the latter part of 2009 and into 2010, as we saw increases in our job count and database usage by our customers. There is a lag from the time customers begin to increase purchases of our services and the impact on our revenue due to the recognition of revenue occurring over the length of the contract, which can be several months to a year. The strengthening of recruitment activity is evidenced by an increase in our recruitment package customer count. The number of customers served at Dice.com increased from approximately 5,900 at December 31, 2009 to approximately ~~6,750~~7,050 at ~~June~~September 30, 2010. At ~~June~~September 30, 2009, Dice.com customers totaled approximately ~~6,450.~~6,300. Average revenue per recruitment package customer decreased by approximately 3%1% from the ~~six~~nine months ended ~~June~~September 30, 2009 to the ~~six~~nine months ended ~~June~~September 30, 2010. ~~Partially offsetting the decrease experienced at Dice.com was an increase in revenues at~~ ClearanceJobs ~~of $675,000,~~revenue increased by $1.1 million, or ~~26%~~27% during the ~~six~~nine months ended ~~June~~September 30, 2010 compared to the same period in 2009. ~~ClearanceJobs was largely unaffected by the economic downturn experienced in late 2008 and throughout 2009.~~

We experienced an increase in the ~~eFinancialCareers~~Finance segment revenues of ~~$1.5~~$4.1 million, or ~~13%~~21%. The increase is the result of increased recruitment activity in all of the markets we ~~serve, and a favorable effect of foreign exchange rates of $250,000.~~serve. Similar to in the ~~United States,~~Tech & Clearance segment, we began to see an improvement in recruitment activity in late 2009 and this trend has continued into ~~all~~each of our ~~international~~Finance markets during 2010. Our Asia market experienced the highest growth at 45% over the prior year period, as measured in Singapore dollars. Revenue from our United Kingdom market measured in pound sterling increased ~~14%~~22% during the ~~six~~nine months ended ~~June~~September 30, 2010 compared to the prior year period.

Revenues from the U.S. market improved 24% over the prior year period.

Revenues from our Energy segment totaled $1.7 million for the nine month period ended September 30, 2010. The Energy segment includes revenues from WorldwideWorker and Rigzone since their acquisition dates of May 6, 2010 and August 11, 2010, respectively.

Revenues from the Other segment, which consists of ~~eFinancialCareers’ North America operations,~~ Targeted Job Fairs, AllHealthcareJobs (beginning in June 2009) and ~~WorldwideWorker (beginning~~JobsintheMoney.com (shut down in ~~May~~June 2010), ~~increased by $364,000, or 12%.~~were essentially flat. Revenues from ~~our newly acquired~~ AllHealthcareJobs ~~and WorldwideWorker sites totaled $650,000~~increased $659,000 for the period. Revenues from eFinancialCareers’ North America operations grew $204,000 year over year. These increases were offset by a $100,000 decline in revenues due to fewer job fairs conducted at Targeted Job Fairs. Revenue from JobsintheMoney.com declined by ~~$386,000~~$500,000 as revenue during the current year period was minimal. The operations of JobsintheMoney.com ~~have been~~were shut down as of June 30, 2010.

Cost of Revenues

	Nine Months Ended September 30,								Percent
	2010			2009			Increase		Change
	(in thousands, except percentages)
Cost of revenues	$	6,973		$	5,570		$	1,403		25.2	%
Percentage of revenues		7.7	%		6.7	%

Six Months Ended June 30, Percent
2010 2009 Increase Change
(in thousands, except percentages)
Cost of revenues $ 4,288 $ 3,641 $ 647 17.8 %
Percentage of revenues 7.6 % 6.4 %

Our cost of revenues for the ~~six~~nine months ended ~~June~~September 30, 2010 were ~~$4.3~~$7.0 million compared to ~~$3.6~~$5.6 million for the same period in 2009, an increase of ~~$647,000,~~$1.4 million, or ~~18%~~25%. The increase in cost of revenues experienced at ~~DCS Online~~the Tech & Clearance segment of ~~$664,000~~$1.1 million was primarily due to an increase in subscription and maintenance contracts and due to the number of network services personnel we employed to support our websites. Cost of revenues ~~at eFinancialCareers~~from the newly acquired Energy businesses totaled $396,000. Cost of revenues in the Finance segment increased by ~~$182,000~~$79,000 primarily due to an increase in salary and benefits costs for our customer support and network services personnel, due to employing more personnel. These increases were partially offset by a decrease of ~~$250,000~~$172,000 in the Other segment primarily due to a decrease in the number of job fairs conducted.

Product Development Expenses

Six Months Ended June 30, Percent
2010 2009 Increase Change
(in thousands, except percentages)
Product Development $ 2,622 $ 1,756 $ 866 49.3 %
Percentage of revenues 4.6 % 3.1 %

	Nine Months Ended September 30,								Percent
	2010			2009			Increase		Change
	(in thousands, except percentages)
Product Development	$	4,615		$	2,886		$	1,729		59.9	%
Percentage of revenues		5.1	%		3.5	%

Product development expenses for the ~~six~~nine months ended ~~June~~September 30, 2010 were ~~$2.6~~$4.6 million compared to ~~$1.8~~$2.9 million for the same period of 2009, an increase of ~~$866,000,~~$1.7 million, or ~~49%~~60%. Product development expenses increased by ~~$670,000~~$1.1 million for the ~~U.S. businesses,~~Tech & Clearance segment, due to costs incurred related to adding features and functionality on the Dice and ClearanceJobs sites ~~the redesign of the AllHealthcareJobs site~~ and due to costs related to building the editorial and community aspects of the websites. Product development expenses increased at eFinancialCareers by ~~$190,000~~$411,000 due primarily to an increase in ~~salaries and benefit~~product development personnel employed as well as costs for external consultants. Product development expenses from the newly acquired Energy businesses totaled $110,000. The Other segment contributed an increase of $96,000 in product development ~~team.~~expenses, primarily related to the redesign of the AllHealthcareJobs site.

Sales and Marketing Expenses

	Six Months Ended June 30,								Percent			Nine Months Ended September 30,								Percent
	2010			2009			Increase		Change			2010			2009			Increase		Change
	(in thousands, except percentages)											(in thousands, except percentages)
Sales and Marketing	$	21,209		$	17,919		$	3,290		I8.4	%	$	32,487		$	26,180		$	6,307		24.1	%
Percentage of revenues		37.4	%		31.7	%							35.7	%		31.4	%

Sales and marketing expenses for the ~~six~~nine months ended ~~June~~September 30, 2010 were ~~$21.2~~$32.5 million compared to ~~$17.9~~$26.2 million for the same period in 2009, an increase of ~~$3.3~~$6.3 million, or ~~18%~~24%. Of the increase, ~~$2.3~~$3.0 million is related to ~~the U.S. businesses. An additional $203,000 relates~~Tech & Clearance, $1.9 million to Finance, $317,000 to Energy, and $1.1 million to the ~~eFinancialCareers~~Other segment.

Advertising and other marketing costs for the ~~U.S. businesses~~Tech & Clearance segment totaled ~~$7.9~~$10.9 million for the ~~six~~nine month period ended ~~June~~September 30, 2010, ~~compared to $7.7 million for~~consistent with the same period in 2009. We continue to focus our marketing spending on online media, particularly paid search and banner advertising programs. In marketing to customers, we continue to dedicate the majority of our spend to direct mail and email campaigns focused on communicating the value proposition of our services to current and potential customers. During the ~~six~~nine month period ended ~~June~~September 30, 2010, approximately ~~65%~~60% of our advertising and marketing spending for the ~~U.S. businesses~~Tech & Clearance segment was focused on reaching professionals who visit our sites and increasing their levels of activity on the websites. ~~The portion of our marketing spend that focused on attracting professionals to our sites was approximately 60% during~~This percentage is consistent with 2009, but has historically been approximately 75%. With recruitment activity ~~and job postings lower~~ and job seeker activity high during 2009, we were able to reduce the amount of spending on job seeker marketing and still provide results that ~~match~~matched our customers’ needs. We expect to increase our spending on job seekers as a percentage of our total marketing spend in the future.

The salaries, commissions, and benefits component of sales and marketing expense for the ~~U.S. businesses~~Tech & Clearance segment totaled ~~$7.1~~$8.8 million for the ~~six~~nine months ended ~~June~~September 30, 2010, compared to ~~$5.0~~$6.3 million during the same period in 2009, an increase of ~~$2.1~~$2.5 million, or ~~41%~~40%. Increased commission and other incentive compensation expense due to the increase in sales during the current period contributed ~~$1.6~~$2.0 million of this increase with the remainder coming from an increase in sales and marketing personnel and credit card fees.

The ~~eFinancialCareers~~Finance segment experienced an increase in sales and marketing expense of ~~$863,000~~$1.9 million during the ~~six~~nine month period ended ~~June~~September 30, 2010 compared to the same period in 2009. Of this increase, ~~$660,000~~$1.3 million was from sales costs, which is driven by increased commissions on higher sales. An increase in marketing expense of ~~$203,000~~$526,000 was due to investing in growing our resume database and to win back customers lost during the economic downturn.

General and Administrative Expenses

Nine Months Ended September 30,

General and administrative expenses for the ~~three~~nine months ended ~~June~~September 30, 2010 were ~~$9.2~~$14.6 million compared to ~~$10.1~~$14.8 million for the same period in 2009, a decrease of ~~$948,000,~~$242,000, or 9%2%. A decrease of ~~$1.3~~$1.7 million was related to a reduction in stock-based compensation expense due to certain options becoming fully vested prior to or during ~~2009, and thus fully expensed in 2009. Offsetting~~the current period. Partially offsetting this was an increase in ~~miscellaneous administrative expenses including senior bonus~~incentive compensation costs and professional fees incurred to acquire ~~WorldwideWorker.~~WorldwideWorker and Rigzone. The addition of the Energy business added $267,000 of general and administrative expense during the current period related to executive compensation and office rent.

Nine Months Ended September 30,

Depreciation expense for the ~~six~~nine month period ended ~~June~~September 30, 2010 was ~~$2.1~~$3.1 million compared to ~~$1.9~~$2.8 million for the same period in 2009, an increase of ~~$226,000,~~$296,000, or ~~12%~~11%. The increase was due to a higher depreciable fixed asset balance during the ~~six~~nine month period ended ~~June~~September 30, 2010 compared to the same period in 2009 primarily due to software and capitalized development costs related to the site enhancements made on Dice, ClearanceJobs, and AllHealthcareJobs.

Amortization of Intangible Assets

Nine Months Ended September 30,

Change in Acquisition Related Contingencies

The change in acquisition related contingencies for the ~~six~~nine month period ended ~~June~~September 30, 2010 was a gain of ~~$300,000.~~$481,000. The contingent liability related to the AllHealthcareJobs ~~acquisition~~and WorldwideWorker acquisitions was reduced due to the sales performance of the business and expectations of future sales being lower than the initial assumptions.

Operating income for the ~~six~~nine months ended ~~June~~September 30, 2010 was ~~$12.5~~$21.3 million compared to ~~$13.4~~$19.3 million for the same period in 2009, ~~a decrease~~an increase of ~~$0.9~~$2.0 million, or 6%10%. The ~~decrease~~increase is primarily the result of higher revenue, partially offset by higher operating ~~expenses, offset by the gain from the change in acquisition related contingencies.~~expenses. Operating expenses have increased due to increased sales compensation expense from the increased sales during the period and costs related to investments made in product development, offset partially by lower amortization of intangible assets and lower stock based compensation costs.

Interest expense for the ~~six~~nine months ended ~~June~~September 30, 2010 was ~~$2.1~~$2.8 million compared to ~~$3.6~~$5.2 million for the same period in 2009, a decrease of ~~$1.5~~$2.4 million, or ~~41%~~46%. The decrease in interest expense was due to lower borrowings outstanding in the ~~six~~nine months ended ~~June~~September 30, 2010, on average, as compared to the same period in 2009 due to payments made on ~~the term loan portion of~~ our Amended and Restated Credit ~~Facility. Payments totaling $31.2 million were made in 2009~~Facility and ~~an additional $20.6 million of payments were made~~Credit Agreement. In addition, the weighted-average interest rate during the ~~six months~~nine month period ended ~~June 30, 2010 on the term loan.~~

~~Interest income for the six months ended June~~September 30, 2010 was ~~$61,000 compared to $136,000 for~~less than the ~~same~~rate in the prior year period ~~in 2009, a decrease of $75,000, or 55%. The decrease in interest income was~~ due to ~~smaller average cash and marketable securities balances during~~refinancing our long-term debt with a new lender in July 2010.

Deferred Financing Cost Write-off

Deferred financing costs of $1.4 million were written off in the ~~six months ended June 30, 2010 as compared to the same period in 2009. The smaller cash balance was primarily due to payments made on our~~current period. Our Amended and Restated Credit ~~Facility.~~Facility was paid off in full during the period, resulting in all financing costs related to the facility to be written off. Costs of $1.5 million associated with the new Credit Agreement have been capitalized and will be amortized over the life of the Agreement. The amortization is included in interest expense.

Other income of $216,000 and ~~$757,000~~$1.1 million during the ~~six~~nine months ended ~~June~~September 30, 2010 and 2009, respectively, resulted from a gain on an interest rate hedges. The gains resulted from increases in the fair value of our interest rate swap agreements. We have no swaps outstanding at ~~June~~September 30, 2010.

Six Months Ended June 30,
2010 2009
(in thousands, except
percentages)
Income from continuing operations before income taxes $ 10,712 $ 10,698
Income tax expense 3,723 4,064
Effective tax rate 34.8 % 38.0 %

Income tax expense for the ~~six~~nine month period ended ~~June~~September 30, 2010 was ~~$3.7~~$4.3 million compared to ~~$4.1~~$5.7 million for the same period in 2009 and the effective tax rate decreased to ~~34.8%~~24.5% from ~~38.0%~~37.3%. The ~~six months ended June 30, 2009 included $142,000 of interest charged by the United Kingdom related to the timing of estimated tax payments made in 2007 and 2008. Additionally, the~~ rate was lower in the current period as compared to the prior year period due to a change in estimate associated with uncertain tax positions. During the ~~mix~~current period a federal tax exam concluded in no proposed adjustment. This resulted in a decrease in the liability of ~~U.S. and non-U.S. income.~~$1.2 million. In addition, the statute of limitations covering certain other tax positions expired which resulted in a decrease in the liability of $0.3 million. The decrease in the liability favorably impacted income tax expense.

Liquidity and Capital Resources

~~We have shown our cash flows for the six month periods ended June~~

We have shown our cash flows for the nine month periods ended September 30, 2010 and 2009 in the table below.

For the six months ended
June 30,
2010 2009

Cash provided by operating activities $ 22,165 $ 10,915

Cash used for investing activities (7,851 ) (1,394 )

Cash used for financing activities (19,876 ) (30,597 )

Operating Activities

Net cash provided by operating activities primarily consists of net income adjusted for certain non-cash items, including depreciation, amortization, changes in deferred income taxes, share based compensation, gain on interest rate hedges, change in acquisition related contingencies, change in accrual for unrecognized tax benefits and for the effect of changes in working capital. Net cash provided by operating activities was ~~$22.2~~$34.7 million and ~~$10.9~~$16.4 million for the ~~six~~nine month periods ended ~~June~~September 30, 2010 and 2009, respectively. The increase in cash provided by operating activities during these periods was primarily due to an increase in deferred revenue during the current period. Deferred revenue increased by ~~$6.8~~$7.9 million during the ~~six~~nine months ended ~~June~~September 30, 2010 compared to a decrease of ~~$6.5~~$9.6 million in the comparable period in 2009. The increase in deferred revenue is due to an increase in sales during the ~~six~~nine months ended ~~June~~September 30, 2010.

Investing Activities

Cash used for investing activities during the ~~six~~nine month period ended ~~June~~September 30, 2010 was ~~$7.9~~$46.5 million compared to ~~$1.4~~$2.0 million for the comparable period in 2009. Cash used for investing activities for the ~~six~~nine month period ended ~~June~~September 30, 2010 consisted of ~~$6.0~~$43.8 million for the purchase of WorldwideWorker ~~$2.5~~and Rigzone, $3.4 million of capital expenditures, $2.4 million for purchases of marketable securities, partially offset by maturities and sales of marketable securities of $3.1 million. Cash used for investing activities for the ~~six~~nine month period ended ~~June~~September 30, 2009 consisted of $2.7 million for the acquisition of ~~AllHealthcareJobs.com, $1.5~~AllHealthcareJobs, $2.1 million of capital expenditures, ~~$1.2~~$1.8 million of purchases of marketable securities, partially offset by maturities of marketable securities of ~~$4.0~~$4.5 million. Capital expenditures are generally comprised of computer hardware, software, and website development costs.

Financing Activities

Cash provided by financing activities during the nine month period ended September 30, 2010 consisted of $69.0 million of borrowings on our Credit Agreement, offset by payments on long-term debt of $62.3 million and financing costs paid of $1.5 million. Cash used for financing activities ~~during~~for the ~~six~~nine month ~~periods~~period ended ~~June~~September 30, ~~2010 and~~ 2009 consisted of ~~$19.9~~$30.9 million ~~and $30.6 million, respectively, was related primarily to~~for payments on the term portion of our Amended and Restated Credit Facility.

~~Amended and Restated~~ Credit ~~Facility~~Agreement

~~In March 2007,~~On July 29, 2010, we entered into ~~our Amended and Restated~~a Credit ~~Facility~~Agreement which provides for a revolving facility of ~~$75.0~~$70.0 million and a term ~~loan~~ facility of ~~$125.0~~$20.0 million, ~~both of which mature~~with each facility maturing in ~~March 2012. In May 2010,~~January 2014. Proceeds from the Credit Agreement were used to pay the full amount outstanding on the Amended and Restated Credit Facility, ~~was amended to allow for the purchase of WorldwideWorker and to reduce the revolving credit facility from $75.0 million to $65.0 million.~~terminating that facility. Quarterly payments of ~~$250,000~~$1.0 million of principal are ~~due~~required on the term loan ~~facility. We may prepay our~~facility, commencing December 31, 2010. The revolving ~~facility or the~~loans and term loan ~~facility~~may be prepaid at any time without ~~penalty. Payments~~penalty, although payments of principal on the term loan facility result in permanent reductions to that facility.

~~During the six months ended June 30, 2010, we made payments on our term loan facility of $20.6 million, resulting in total borrowings at June 30, 2010 of $29.7 million. Cash~~The Credit Agreement contains various customary affirmative and ~~marketable securities as of June 30, 2010 totaled approximately $40.4 million.~~

~~Our existing~~negative covenants and future domestic subsidiaries unconditionally guaranteed our borrowings under the Amended and Restated Credit Facility. The obligations under the Amended and Restated Credit Facility and the guarantees are secured by substantially all of the individual assets of each of the borrowers and guarantors. Our Amended and Restated Credit Facility also contains certain financial covenants, including a ~~senior~~consolidated leverage ratio, consolidated fixed charge coverage ratio and a minimum ~~adjusted EBITDA.~~liquidity requirement. Negative covenants include restrictions on incurring certain liens; making certain payments, like stock repurchases and dividend payments; making certain investments; making certain acquisitions; and incurring additional indebtedness. 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.

The obligations under the Credit Agreement are guaranteed by two of the Company’s wholly-owned subsidiaries, JobsintheMoney.com, Inc. and Targeted Job Fairs, Inc., and secured by substantially all of the assets of the Company ~~was in compliance with all such covenants as~~and the guarantors and stock pledges from certain of ~~June 30, 2010.~~the Company’s foreign subsidiaries.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonable 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 under contractual obligations with minimum firm commitments as of ~~June~~September 30, 2010:

	Payments by period
	Total		October 1, 2010 through December 31, 2010		2011-2012		2013-2014		Thereafter
	(in thousands)
Long-term debt	$	57,000	$	1,000	$	8,000	$	48,000	$	-
Operating lease obligations		5,423		347		2,135		839		2,102
Total contractual obligations	$	62,423	$	1,347	$	10,135	$	48,839	$	2,102

Payments by period
Total
July 1, 2010
through
December 31,
2010
2011-2012 2012-2013 Thereafter
(in thousands)
Term loan facility $ 29,700 $ 500 $ 29,200 $ - $ -
Operating lease obligations 5,443 640 1,933 768 2,102
Total contractual obligations $ 35,143 $ 1,140 $ 31,133 $ 768 $ 2,102

We make commitments to purchase advertising from online vendors which we pay for on a monthly basis. We have no 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 ~~June~~September 30, 2010, we had ~~$29.7~~$57.0 million outstanding under our ~~Amended and Restated~~ Credit ~~Facility.~~Agreement. Interest payments are due ~~monthly~~ on ~~a portion of~~ the facility ~~and~~ at varying, specified periods (to a maximum of three months) ~~for the remaining portion.~~. See Note 7 “Indebtedness” in our condensed consolidated financial statements for additional information related to the ~~Amended and Restated~~ Credit ~~Facility.~~

Agreement. Future interest payments on our term loan and revolving facilities are variable due to our interest rate being based on LIBOR, a Eurocurrency rate, or a base rate or a reference rate.

We have contingent payments related to the AllHealthcareJobs, WorldwideWorker and ~~WorldwideWorker~~Rigzone acquisitions to be paid in the future upon the achievement of certain operating and financial goals ~~over the two year period ending~~until December 31, 2011. As of ~~June~~September 30, 2010, a liability of ~~$3.0~~$10.8 million is recorded for these contingencies.

As of ~~June~~September 30, 2010, we have recorded approximately ~~$5.8~~$4.3 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 ~~June~~September 30, 2010, are ~~$5.8~~$4.3 million of tax benefits that, if recognized, would affect the effective tax rate.

Recent Accounting Pronouncements

For a discussion of new accounting pronouncements affecting the Company, refer to Note 2 of Notes to Condensed Consolidated Financial Statements.

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 overall growth in the use of these services during the most recent labor market cycle, and has somewhat lessened the impact of cyclicality on our businesses as compared to traditional offline competitors.

The significant increase in the unemployment rate and general reduction in recruitment activity during late 2008 and throughout 2009 negatively impacted our revenues and income. We began to see improvement in recruitment activity during the latter half of 2009 and that improvement has continued inthrough the ~~second~~third quarter inof 2010. ~~During the first half of 2010, total revenues were essentially flat with the first half of 2009.~~ Our revenues in the ~~second~~third quarter of 2010 ~~are~~were up ~~10%~~29% over the same period in 2009 and were up ~~12%~~15% over the ~~first~~second quarter of 2010. Revenue growth in the third quarter without the impact of our 2010 WorldwideWorker and Rigzone acquisitions was 23% over the same period in 2009. We saw an increase in the number of customers served at Dice.com from approximately ~~6,400~~6,750 customers at ~~March 31,~~June 30, 2010 to approximately ~~6,750~~7,050 customers at ~~June~~September 30, 2010.

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 generally means that employers (including our customers) are seeking to hire more individuals, which would generally lead to more job postings 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 services and the impact on our revenues due to the recognition of revenue occurring over the length of the contract, which can be several months to a year.

2832

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have exposure to financial market risks, including changes in interest rates, foreign currency exchange rates and other relevant market prices.

Foreign Exchange Risk

We conduct business serving 18 markets, in five languages across Europe, Asia, Australia, and Canada using the eFinancialCareers name. Our WorldwideWorker business ~~is conducted in~~serves certain of the major energy regions of the world. Our revenues earned outside the United States and collected in local currency for the ~~six~~nine months ended ~~June~~September 30, 2010 and 2009 were approximately 23% and ~~20%~~21%, respectively. We are subject to risk for exchange rate fluctuations between such local currencies and the pound sterling and the subsequent translation of the pound sterling to U.S. dollars. We currently do not hedge currency ~~risk because our Amended and Restated Credit Facility places limitations on our ability to do so.~~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 and of Cash Flows. For example, if foreign exchange rates between the pound sterling and U.S. dollar decreased by 1.0%, the impact on our revenues during the ~~six~~nine months ended ~~June~~September 30, 2010 would have been a decrease of approximately ~~$130,000.~~$210,000.

The financial statements of our non-U.S. subsidiaries are translated into U.S. 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 ~~June~~September 30, 2010 and December 31, 2009 our cumulative translation adjustment, net of tax, decreased stockholders’ equity by ~~$14.9~~$10.9 million and $10.0 million, respectively. The change from December 31, 2009 to ~~June~~September 30, 2010 is primarily attributable to the strengthening of the U.S. dollar against the pound sterling.

Interest Rate Risk

We have interest rate risk primarily related to borrowings under our ~~Amended and Restated~~ Credit ~~Facility and related to our interest rate swap agreement.~~Agreement. Borrowings under our ~~Amended and Restated~~ Credit ~~Facility~~Agreement bear interest, at our option, at ~~either the~~a LIBOR rate, ~~plus 3.25%~~a Eurocurrency rate, or a ~~reference~~base rate, plus ~~1.75%.~~a margin. As of ~~June~~September 30, 2010, we had outstanding borrowings of ~~$29.7~~$57.0 million under our ~~Amended and Restated~~ Credit ~~Facility.~~Agreement. If interest rates increased by 1.0%, interest expense for the remainder of 2010 on our current borrowings would not change. Interest expense on our LIBOR based borrowings is calculated with reference to a 3.0% LIBOR floor. Current LIBOR rates are more than 1.0% below the floor on our LIBOR based borrowings. Therefore, we would incur no additional expense if interest rates were to rise 1.0% because the 3.0% LIBOR floor would still be in effect, nor would we incur additional expense until LIBOR rates exceeded 3.0%.increase by approximately $43,000.

We also have interest rate risk related to our portfolio of marketable securities and money market accounts. Our marketable securities 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 other 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 Securities and Exchange Commission’s rules and forms. These disclosure controls and procedures have been evaluated under the direction of our Chief Executive Officer and Chief Financial Officer for the period covered by this report. We acquired Rigzone.com, Inc. in the third quarter of 2010. Rigzone represented approximately 18% of our total assets as of September 30, 2010 and 3% of our revenues for the three month period ended September 30, 2010. As the acquisition occurred during 2010, the scope of our assessment of the effectiveness of internal control over financial reporting does not include Rigzone. 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, the Chief Executive Officer (“CEO”) and Chief Financial Officer (“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 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 change in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) occurred during the quarter ended ~~June~~September 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

2933

PART II — OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

From time to time we may be involved in disputes or litigation related to claims arising out of our operations. We are not currently a party to any 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. 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

Unregistered Sales of Equity Securities

~~None.~~

None.

Use of Proceeds

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

(REMOVED AND RESERVED)

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

2.1

Stock Purchase Agreement, dated as of August 11, 2010, by and among Dice Holdings, Inc., Rigzone.com, Inc. and David Kent, Jr. (with agreement of the Company to provide schedules) (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-33584) filed on August 16, 2010).

4.1*	Credit Agreements dated as of July 29, 2010 among Dice Holdings, Inc., Dice Inc. and Dice Career Solutions, Inc., as Borrowers, the various parties lender thereto, Bank of America, N.A., as administrative agent, and Banc of America Securities LLC, J.P. Morgan Securities, Inc., and Key Banc Capital Markets Inc., as Joint Lead Arrangers and Co-Book Managers
10.1*		~~Waiver and Amendment No. 3 to Amended and Restated Financing Agreement~~

31.1*		Certification of Scot W. Melland, Chief Executive Officer, pursuant to Section 302 of the Sarbanes–Oxley Act of 2002.

31.2*		Certification of Michael P. Durney, Chief Financial Officer, pursuant to Section 302 of the Sarbanes–Oxley Act of 2002.

32.1*		Certification of Scot W. Melland, Chief Executive Officer, pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.

32.2*

Certification of Michael P. Durney, Chief Financial Officer, pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.

*	Filed herewith.

3034

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	DICE HOLDINGS, INC.
	Registrant
DATE: ~~July 27,~~November 2, 2010
	/s/ Scot W. Melland
	Scot W. Melland
	Chairman, President and Chief Executive Officer (Principal Executive Officer)

	/s/ Michael P. Durney
	Michael P. Durney, CPA
	Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer)

3135

EXHIBIT INDEX

10.1*2.1

4.1*	~~Waiver~~Credit Agreements dated as of July 29, 2010 among Dice Holdings, Inc., Dice Inc. and ~~Amendment No. 3 to Amended~~Dice Career Solutions, Inc., as Borrowers, the various parties lender thereto, Bank of America, N.A., as administrative agent, and ~~Restated Financing Agreement~~Banc of America Securities LLC, J.P. Morgan Securities, Inc., and Key Banc Capital Markets Inc., as Joint Lead Arrangers and Co-Book Managers

31.1*		Certification of Scot W. Melland, Chief Executive Officer, pursuant to Section 302 of the Sarbanes–Oxley Act of 2002.

31.2*		Certification of Michael P. Durney, Chief Financial Officer, pursuant to Section 302 of the Sarbanes–Oxley Act of 2002.

32.1*		Certification of Scot W. Melland, Chief Executive Officer, pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.

32.2*

Certification of Michael P. Durney, Chief Financial Officer, pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.

*	Filed herewith.

3236

Delaware	20-3179218
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1040 Avenue of the Americas, 16th Floor New York, New York	10018
(Address of principal executive offices)	(Zip Code)

	June 30, 2010			December 31, 2009			September 30, 2010			December 31, 2009
ASSETS
Current assets
Cash and cash equivalents	$	36,911		$	44,925		$	38,641		$	44,925
Marketable securities		3,522			4,214			3,510			4,214
Accounts receivable, net of allowance for doubtful accounts of $1,453 and $1,764		11,071			11,336
Deferred income taxes - current		806			812
Accounts receivable, net of allowance for doubtful accounts of $1,488 and $1,764								13,074			11,336
Deferred income taxes – current								1,436			812
Income taxes receivable		2,096			906			1,883			906
Prepaid and other current assets		1,437			1,360			2,170			1,360
Total current assets		55,843			63,553			60,714			63,553

Fixed assets, net		5,531			5,719			5,442			5,719
Acquired intangible assets, net		48,119			48,536			69,428			48,536
Goodwill		145,037			142,638			177,393			142,638
Deferred financing costs, net of accumulated amortization of $3,335 and $2,918		1,458			1,875
Deferred financing costs, net of accumulated amortization of $76 and $2,918								1,514			1,875
Other assets		389			234			239			234

Total assets	$	256,377		$	262,555		$	314,730		$	262,555

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	10,740		$	9,930		$	12,913		$	9,930
Deferred revenue		41,144			33,909			44,745			33,909
Current portion of acquisition related contingencies		1,554			275			1,277			275
Current portion of long-term debt		1,000			1,000			4,000			1,000
Income taxes payable		922			601			1,031			601

Total current liabilities		55,360			45,715			63,966			45,715
Long-term debt		28,700			49,300			53,000			49,300
Deferred income taxes - non-current		10,597			10,886			18,261			10,886
Interest rate hedge liability - non-current		-			550			-			550
Accrual for unrecognized tax benefits		5,821			5,778			4,319			5,778
Acquisition related contingencies								9,565			588
Other long-term liabilities		2,647			1,706			1,168			1,118

Total liabilities		103,125			113,935			150,279			113,935

Commitments and contingencies (Note 8)
Stockholders' equity
Convertible preferred stock, $.01 par value, authorized 20,000 shares;
issued and outstanding: 0 shares		-			-
Common stock, $.01 par value, authorized 240,000;
issued and outstanding: 62,930 and 62,502 shares, respectively		629			625
Convertible preferred stock, $.01 par value, authorized 20,000 shares; issued and outstanding: 0 shares								-			-
Common stock, $.01 par value, authorized 240,000; issued and outstanding: 62,951 and 62,502 shares, respectively								630			625
Additional paid-in capital		235,025			232,508			236,021			232,508
Accumulated other comprehensive loss		(14,891	)		(10,013	)		(10,855	)		(10,013	)
Accumulated deficit		(67,511	)		(74,500	)		(61,345	)		(74,500	)

Total stockholders' equity		153,252			148,620			164,451			148,620
Total liabilities and stockholders' equity	$	256,377		$	262,555		$	314,730		$	262,555

	For the six months ended June 30,						For the nine months ended September 30,
	2010			2009			2010			2009
Cash flows from operating activities:
Net income	$	6,989		$	6,634		$	13,155		$	9,636
Adjustments to reconcile net income to net cash from operating activities:
Depreciation		2,079			1,853			3,082			2,786
Amortization of intangible assets		5,144			7,908			8,518			11,730
Deferred income taxes		(1,498	)		(3,198	)		(2,321	)		(3,861	)
Amortization of deferred financing costs		417			417			562			625
Write-off of deferred financing costs								1,388			-
Share based compensation		1,798			3,098			2,693			4,407
Change in acquisition related contingencies		(300	)		-			(481	)		-
Change in accrual for unrecognized tax benefits								(1,502	)		-
Gain from interest rate hedges		(216	)		(757	)		(216	)		(1,051	)
Changes in operating assets and liabilities:
Accounts receivable		595			3,747			(104	)		4,853
Prepaid expenses and other assets		17			358			(478	)		(51	)
Accounts payable and accrued expenses		1,336			(1,899	)		3,184			(1,743	)
Income taxes payable		(815	)		(412	)
Income taxes receivable/payable								(569	)		(1,315	)
Deferred revenue		6,825			(6,507	)		7,940			(9,646	)
Payments to reduce interest rate hedge agreements		(333	)		(514	)		(333	)		(514	)
Other, net		127			187			134			507

Net cash from operating activities		22,165			10,915			34,652			16,363

Cash flows from investing activities:
Purchases of fixed assets		(2,520	)		(1,470	)		(3,414	)		(2,080	)
Purchases of marketable securities		(2,442	)		(1,234	)		(2,442	)		(1,750	)
Maturities and sales of marketable securities		3,111			4,000			3,111			4,500
Payments for acquisitions		(6,000	)		(2,690	)
Payments for acquisitions, net of cash acquired of $1,152 and $0								(43,796	)		(2,690	)

Net cash from investing activities		(7,851	)		(1,394	)		(46,541	)		(2,020	)

Cash flows from financing activities:
Payments on long-term debt		(23,600	)		(32,600	)		(62,300	)		(32,900	)
Proceeds from long-term debt		3,000			2,000			69,000			2,000
Financing costs paid								(1,450	)		-
Other		724			3			825			19

Net cash from financing activities		(19,876	)		(30,597	)		6,075			(30,881	)

Effect of exchange rate changes		(2,452	)		1,567			(470	)		2,017

Net change in cash and cash equivalents for the period		(8,014	)		(19,509	)		(6,284	)		(14,521	)
Cash and cash equivalents, beginning of period		44,925			55,144			44,925			55,144

Cash and cash equivalents, end of period	$	36,911		$	35,635		$	38,641		$	40,623

Non-cash investing and financing activities
Contingent consideraton to be paid in cash for acquisitions							$	10,510		$	863
Issuance of common stock for the acquisition of AllHealthcareJobs	$	-		$	959			-			959

	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009

Revenues	$	35,305	$	29,099	$	96,913	$	90,750
Net income		6,021		1,723		11,845		6,507

		Page
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets as of ~~June~~September 30, 2010 and December 31, 2009	2	1
Condensed Consolidated Statements of Operations for the three and ~~six~~nine months ended ~~June~~September 30, 2010 and 2009	3	2
Condensed Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2010 and 2009	4	3
Notes to the Condensed Consolidated Financial Statements	5	4

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16	18

Item 3. Quantitative and Qualitative Disclosures About Market Risk	29	33

Item 4. Controls and Procedures	29	33

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	30	34

Item 1A. Risk Factors	30	34

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	30	34

Item 3. Defaults Upon Senior Securities	30	34

Item 4. (Removed and Reserved)	30	34

Item 5. Other Information	30	34

Item 6. Exhibits	30	34

SIGNATURES	31

Certification of CEO Pursuant to Section 302
Certification of CFO Pursuant to Section 302
Certification of CEO Pursuant to Section 906
Certification of CFO Pursuant to Section 906

	For the three months ended June 30,						For the six months ended June 30,						For the three months ended September 30,						For the nine months ended September 30,
	2010			2009			2010			2009			2010			2009			2010			2009

Revenues	$	29,921		$	27,009		$	56,748		$	56,578		$	34,360		$	26,733		$	91,108		$	83,311

Operating expenses:
Cost of revenues		2,181			1,811			4,288			3,641			2,685			1,929			6,973			5,570
Product development		1,432			961			2,622			1,756			1,993			1,130			4,615			2,886
Sales and marketing		11,078			8,483			21,209			17,919			11,278			8,261			32,487			26,180
General and administrative		4,890			5,128			9,176			10,124			5,431			4,725			14,607			14,849
Depreciation		1,107			932			2,079			1,853			1,003			933			3,082			2,786
Amortization of intangible assets		2,748			4,017			5,144			7,908			3,374			3,822			8,518			11,730
Change in acquisition related contingencies		24			-			(300	)		-			(181	)		-			(481	)		-
Total operating expenses		23,460			21,332			44,218			43,201			25,583			20,800			69,801			64,001
Operating income		6,461			5,677			12,530			13,377			8,777			5,933			21,307			19,310
Interest expense		(974	)		(1,649	)		(2,095	)		(3,572	)		(712	)		(1,598	)		(2,807	)		(5,170	)
Deferred financing cost write-off														(1,388	)		-			(1,388	)		-
Interest income		23			53			61			136			27			37			88			173
Other income		141			369			216			757			-			294			216			1,051
Income from continuing operations before income taxes		5,651			4,450			10,712			10,698
Income before income taxes														6,704			4,666			17,416			15,364
Income tax expense		1,963			1,674			3,723			4,064			538			1,664			4,261			5,728
Net income	$	3,688		$	2,776		$	6,989		$	6,634		$	6,166		$	3,002		$	13,155		$	9,636

Basic earnings per share	$	0.06		$	0.04		$	0.11		$	0.11		$	0.10		$	0.05		$	0.21		$	0.15
Diluted earnings per share	$	0.05		$	0.04		$	0.10		$	0.10		$	0.09		$	0.05		$	0.20		$	0.15

Weighted average basic shares outstanding		62,665			62,229			62,478			62,219			62,799			62,305			62,436			62,248
Weighted average diluted shares outstanding		67,630			65,941			67,348			65,834			67,561			65,659			67,406			66,070

	As of June 30, 2010
	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total

Money market funds	$	17,978	$	-	$	-	$	17,978
Marketable securities		3,522		-		-		3,522
Contingent consideration to be paid in cash for acquisitions		-		-		3,023		3,023

	Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,					Nine Months Ended September 30,
	2010		2009		2010			2009		2010			2009		2010			2009

Contingent consideration to be paid in cash for acquisitions
Contingent consideration for acquisitions
Balance at beginning of period	$	539	$	-	$	863		$	-	$	3,023		$	863	$	863		$	-
Additions for acquisitions		2,460		863		2,460			863
Additions for acquisitons											8,050			-		10,510			863
Cash payments											(50	)		-		(50	)
Losses (gains) included in earnings		24		-		(300	)		-		(181	)		-		(481	)		-
Balance at end of period	$	3,023	$	863	$	3,023		$	863	$	10,842		$	863	$	10,842		$	863

	As of June 30, 2010
										Foreign					Weighted
			Acquisition of							Currency			Acquired		Average
			Worldwide		Total		Accumulated			Translation			Intangible		Amortization
	Cost		Worker		Cost		Amortization			Adjustment			Assets, Net		Period
Technology	$	12,420		500	$	12,920	$	(12,400	)	$	(61	)	$	459	3.6 years
Trademarks and brand names- Dice		39,000		-		39,000		-			-			39,000	Indefinite
Trademarks and brand names- Other		7,270		1,300		8,570		(4,987	)		(563	)		3,020	4.5 years
Customer lists		36,943		1,500		38,443		(34,258	)		(751	)		3,434	4.6 years
Candidate database		18,982		1,600		20,582		(18,330	)		(46	)		2,206	3.3 years
Order Backlog		17		-		17		(17	)		-			-	.5 years
Acquired intangible assets, net	$	114,632	$	4,900	$	119,532	$	(69,992	)	$	(1,421	)	$	48,119

July 1, 2010 through December 31, 2010	$	3,508
October 1, 2010 through December 31, 2010			$	2,911
2011		3,287		9,204
2012		1,324		5,883
2013		767		3,492
2014		233		2,959
2015 and thereafter				5,979

LIBOR rate loans							$	57,000		$	50,300
Eurocurrency rate loans								-		n.a.
Base rate/Reference rate loans								-			-
Total borrowed							$	57,000		$	50,300
	June 30,			December 31,
Term loan facility							$	20,000		$	50,300
Revolving credit facility								37,000			-
Total borrowed							$	57,000		$	50,300
	2010			2009
Maximum available under revolving credit facility	$	65,000		$	74,400
Maximum available under term loan facility	$	29,700		$	50,300
Amounts borrowed:
LIBOR rate loans	$	24,700		$	50,300
Reference rate loans		5,000			-
Total borrowed	$	29,700		$	50,300
Amount available to be borrowed under revolving facility							$	33,000		$	74,400

Interest rates:
LIBOR option:
Interest margin		3.25	%		3.25	%		2.75	%		3.25	%
Minimum LIBOR rate		3.00	%		3.00	%	n.a.				3.00	%
Actual interest rates		6.25	%		6.25	%		3.01	%		6.25	%
Reference rate option:
Interest margin		1.75	%		-
Minimum reference rate		6.00	%		-
Actual interest rate		7.75	%	-

	Number of			Fair value of		Vesting	Number of			Fair value of		Vesting
Grant Date	shares issued		Awarded to	common stock		Period	shares issued		Awarded to	common stock		Period
April 18, 2008		16,000	Board members	$	8.09	1 year		16,000	Board members	$	8.09	1 year
May 21, 2009		45,000	Board members	$	4.15	1 year		45,000	Board members	$	4.15	1 year
February 10, 2010		120,000	Management	$	6.08	4 years		120,000	Management	$	6.08	4 years
April 29, 2010		24,000	Board members	$	9.05	1 year		24,000	Board members	$	9.05	1 year

	Three Months Ended June 30, 2010					Three Months Ended June 30, 2009
	Shares			Weighted Average Fair Value at Grant Date		Shares			Weighted Average Fair Value at Grant Date
Non-vested at beginning of the period		165,000		$	5.55		16,000		$	8.09
Granted- Restricted Stock		24,000		$	9.05		45,000		$	4.15
Vested during the period		(45,000	)	$	4.15		(16,000	)	$	8.09
Non-vested at end of period		144,000		$	6.58		45,000		$	4.15

	Six Months Ended June 30, 2010					Six Months Ended June 30, 2009					Three Months Ended September 30, 2010					Three Months Ended September 30, 2009
	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		45,000		$	4.15		16,000		$	8.09		144,000		$	6.58		45,000	$	4.15
Granted- Restricted Stock		144,000		$	6.58		45,000		$	4.15
Vested during the period		(45,000	)	$	4.15		(16,000	)	$	8.09
Forfeited during the period												(4,000	)	$	6.08		-	$	-
Non-vested at end of period		144,000		$	6.58		45,000		$	4.15		140,000		$	6.59		45,000	$	4.15

	Three Months Ended June 30, 2010					Three Months Ended June 30, 2009					Nine Months Ended September 30, 2010					Nine Months Ended September 30, 2009
	Options			Weighted Average Exercise Price		Options			Weighted Average Exercise Price		Options			Weighted Average Exercise Price		Options			Weighted Average Exercise Price
Options oustanding at beginning of the period		12,843,167		$	3.22		11,328,722		$	2.78		11,451,740		$	2.82		9,653,074		$	2.77
Granted		25,000		$	9.08		-		$	-		1,535,800		$	6.13		1,793,400		$	2.93
Exercised		(168,875	)	$	2.62		(12,663	)	$	0.20		(304,880	)	$	2.27		(23,365	)	$	0.20
Forfeited		(17,813	)	$	4.51		(576	)	$	6.89		(149,354	)	$	4.96		(32,828	)	$	4.88
Options oustanding at June 30		12,681,479		$	3.24		11,315,483		$	2.79
Options oustanding at September 30												12,533,306		$	3.22		11,390,281		$	2.80
Exercisable at September 30												9,098,367		$	2.45		7,891,125		$	1.99

	Six Months Ended June 30, 2010					Six Months Ended June 30, 2009
	Options			Weighted Average Exercise Price		Options			Weighted Average Exercise Price
Options oustanding at beginning of the period		11,451,740		$	2.82		9,653,074		$	2.77
Granted		1,535,800		$	6.13		1,707,900		$	2.88
Exercised		(284,248	)	$	2.07		(12,663	)	$	0.20
Forfeited		(21,813	)	$	4.42		(32,828	)	$	4.88
Options oustanding at June 30		12,681,479		$	3.24		11,315,483		$	2.79
Exercisable at June 30		8,777,830		$	2.35		7,286,963		$	1.96

	Number of stock		Fair value of		Exercise		Intrinsic
Grant Date	options issued		common stock		price		value
February 10, 2010		1,490,800	$	6.08	$	6.08	$	-
February 15, 2010		20,000	$	6.31	$	6.31	$	-
April 22, 2010		5,000	$	8.38	$	8.38	$	-
April 30, 2010		20,000	$	9.25	$	9.25	$	-

	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		3,696,616		5.2		3,696,616		3,696,616		4.9		3,696,616
$1.00 - $2.99		3,892,468		5.4		2,727,205		3,851,443		5.1		2,823,373
$4.00 - $5.99		918,106		6.3		705,366		880,294		6.1		777,971
$6.00 - $8.99		4,114,489		5.8		1,623,768		4,045,153		5.6		1,773,045
$9.00 - $10.99		59,800		7.2		24,875		59,800		7.0		27,362
		12,681,479				8,777,830		12,533,306				9,098,367

Operating income (loss):
DCS Online	$	5,665		$	4,547		$	10,421		$	10,522
eFC		1,628			935			3,038			2,511
Other		(832	)		195			(929	)		344
Operating income		6,461			5,677			12,530			13,377
Interest expense		(974	)		(1,649	)		(2,095	)		(3,572	)
Interest income		23			53			61			136
Other income		141			369			216			757
Income before income taxes	$	5,651		$	4,450		$	10,712		$	10,698

Capital expenditures:
DCS Online	$	583		$	616		$	1,415		$	1,449
eFC		66			8			159			18
Other		117			-			220			3
Total capital expenditures	$	766		$	624		$	1,794		$	1,470

	Payments by period
	Total		July 1, 2010 through December 31, 2010		2011-2012		2012-2013		Thereafter
	(in thousands)
Term loan facility	$	29,700	$	500	$	29,200	$	-	$	-
Operating lease obligations		5,443		640		1,933		768		2,102
Total contractual obligations	$	35,143	$	1,140	$	31,133	$	768	$	2,102