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Intangible assets from acquisitions, net

65,679

65,815

434

3,360

Total assets

162,148

149,147

Current liabilities:

Accounts payable

15,922

12,378

Accrued expenses and other current liabilities

7,988

9,609

Deferred revenue

1,388

2,009

Total current liabilities

25,298

23,996

Other non-current liabilities

2,095

2,216

Total liabilities

27,393

26,212

Commitments and contingencies

Stockholders' equity:

Treasury stock: 402 and 159 shares of Class B stock at December 31, 2012 and 2013, respectively

(2)

(13)

Additional paid-in capital

305,517

295,532

Accumulated deficit

(171,149)

(172,966)

Total stockholders' equity

134,755

122,935

Total liabilities and stockholders' equity

162,148

149,147

Class A

Stockholders' equity:

Common stock

Class B

Stockholders' equity:

Common stock

$ 309

$ 284

[1]	Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $15.8 million and $17.4 million at December 31, 2012 and 2013, respectively.

Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands	Dec. 31, 2013	Dec. 31, 2012
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	137,500	137,500
Class A
Common stock, shares authorized	12,500	12,500
Common stock, shares issued	8,032	9,832
Common stock, shares outstanding	7,770	9,570
Class B
Common stock, shares authorized	125,000	125,000
Common stock, shares issued	30,879	28,380
Common stock, shares outstanding	30,720	27,978
Restricted stock, shares outstanding	1,884	2,433
Treasury stock, shares	159	402

Consolidated Statements of Operations - USD ($)
shares in Thousands

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

General and administrative

$ 152,550,000

$ 132,794,000

$ 138,726,000

Expenses:

Service costs

^[1]

91,858,000

75,920,000

75,433,000

Sales and marketing

^[1]

11,182,000

13,057,000

14,389,000

Product development

^[1]

27,346,000

23,200,000

22,603,000

^[1]

19,385,000

22,838,000

22,653,000

Amortization of intangible assets from acquisitions

^[2]

2,926,000

4,728,000

5,455,000

Acquisition and separation related costs

878,000

753,000

1,890,000

Total operating expenses

153,575,000

140,496,000

142,423,000

Gain on sales and disposals of intangible assets, net

(15,837,000)

3,774,000

6,296,000

9,421,000

Interest and line of credit expense

2,749,000

(17,243,000)

5,724,000

Other income (expense):

Interest income

15,000

14,000

141,000

(76,000)

(438,000)

(604,000)

Other

24,000

(25,000)

5,000

Total other income (expense)

(37,000)

(449,000)

(458,000)

Income (loss) before provision for income taxes

2,712,000

(17,692,000)

5,266,000

Income tax expense

1,755,000

16,566,000

2,511,000

Net income (loss) from continuing operations

957,000

(34,258,000)

2,755,000

Discontinued operations:

Income (loss) from discontinued operations, net of tax

(70,000)

(938,000)

204,000

Gain on sale of discontinued operations, net of tax

930,000

Discontinued operations, net of tax

860,000

(938,000)

204,000

Net income (loss)

1,817,000

(35,196,000)

2,959,000

Dividends paid to participating securities

(657,000)

(259,000)

Net income (loss) applicable to common stockholders

1,817,000

$ (35,853,000)

$ 2,700,000

Basic and diluted net income (loss) per share applicable to common stockholders:

Dividends paid per share

$ 0.25

$ 0.08

Class A

Other income (expense):

Net income (loss) from continuing operations

$ 222,000

$ (9,900,000)

$ 744,000

Basic and diluted net income (loss) per share applicable to common stockholders:

Continuing operations

$ 0.03

$ (1.03)

$ 0.07

Discontinued operations, net of tax

0.02

(0.03)

0.01

Basic and diluted net income (loss) per share applicable to common stockholders

$ 0.05

$ (1.06)

$ 0.08

Shares used to calculate basic net income (loss) per share applicable to common stockholders:

Shares used to calculate basic net income (loss) per share applicable to common stockholders

8,816

9,574

9,928

Shares used to calculate diluted net income (loss) per share applicable to common stockholders:

Shares used to calculate diluted net income (loss) per share applicable to common stockholders

8,816

9,574

9,928

Class B

Other income (expense):

Net income (loss) from continuing operations

$ 735,000

$ (24,358,000)

$ 2,011,000

Discontinued operations:

Dividends paid to participating securities

$ (657,000)

$ (259,000)

Basic and diluted net income (loss) per share applicable to common stockholders:

Continuing operations

$ 0.03

$ (1.02)

$ 0.07

Discontinued operations, net of tax

0.02

(0.03)

0.01

Basic and diluted net income (loss) per share applicable to common stockholders

$ 0.05

$ (1.05)

$ 0.08

Shares used to calculate basic net income (loss) per share applicable to common stockholders:

Shares used to calculate basic net income (loss) per share applicable to common stockholders

26,798

24,412

23,358

Shares used to calculate diluted net income (loss) per share applicable to common stockholders:

Shares used to calculate diluted net income (loss) per share applicable to common stockholders

36,999

33,986

35,318

[1]	Excludes amortization of intangible assets from acquisitions.
[2]	Components of amortization of intangible assets from acquisitions

Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Service costs	$ 1,981	$ 3,484	$ 4,515
Sales and marketing	945	1,228	897
General and administrative		16	43
Total	$ 2,926	$ 4,728	$ 5,455

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Class A	Class B	Class A common stock Class A	Class A common stock Class B	Treasury stock	Additional paid-in capital	Accumulated deficit
Beginning Balance (in shares) at Dec. 31, 2010				10,238,000	25,480,000
Beginning Balance at Dec. 31, 2010	$ 139,692			$ 105	$ 255	$ (1,360)	$ 281,421	$ (140,729)
Beginning Balance, share at Dec. 31, 2010						(223,000)
Issuance of common stock upon exercise of stock options (in shares)	410,662				411,000
Issuance of common stock upon exercise of stock options	$ 1,757				$ 4		1,753
Income tax benefit of option exercises and restricted stock vesting, net	913						913
Issuance of common stock upon vesting of restricted stock units					462,000
Issuance of restricted stock to employees as part of acquisitions	5				$ 5
Issuance of restricted stock to employees (in shares)					1,103,000
Issuance of restricted stock to employees	11				$ 11
Issuance of common stock in connection with acquisition	7,603				$ 10		7,593
Issuance of common stock in connection with acquisition (in shares)					1,019,000
Issuance of common stock under employee stock purchase plan (in shares)					4,000
Issuance of common stock under employee stock purchase plan	26						26
Income tax shortfall of option exercises, restricted stock vesting and other, net	913
Repurchase of Class B common stock, shares			(883,000)			(883,000)
Repurchase of Class B common stock	(6,159)		$ (6,200)			$ (6,159)
Conversion of Class A common stock to Class B common stock (in shares)				(606,000)	606,000
Conversion of Class A common stock to Class B common stock				$ (6)	$ 6
Repurchase of unvested restricted stock, shares						(62,000)
Repurchase of unvested restricted stock	(1)					$ (1)
Stock compensation from options and restricted stock, net of estimated forfeitures	15,140						15,140
Retirement of treasury stock (in shares)					(1,011,000)	1,011,000
Retirement of treasury stock					$ (10)	$ 6,453	(6,443)
Net income (loss)	2,959							2,959
Common stock cash dividends	(2,938)						(2,938)
Ending Balance (in shares) at Dec. 31, 2011				9,632,000	28,074,000
Ending Balance at Dec. 31, 2011	$ 159,008			$ 99	$ 281	$ (1,067)	297,465	(137,770)
Ending Balance, share at Dec. 31, 2011						(157,000)
Issuance of common stock upon exercise of stock options (in shares)	6,556				6,000
Issuance of common stock upon exercise of stock options	$ 27						27
Issuance of restricted stock to employees (in shares)					1,484,000
Issuance of restricted stock to employees	15				$ 15
Issuance of common stock under employee stock purchase plan (in shares)					10,000
Issuance of common stock under employee stock purchase plan	36						36
Income tax shortfall of option exercises, restricted stock vesting and other, net	(4,006)						(4,006)
Tax withholding related to restricted stock awards, Shares					(7,000)	(384,000)
Tax withholding related to restricted stock awards	(1,611)					$ (4)	(1,607)
Repurchase of Class B common stock, shares			(387,000)			(387,000)
Repurchase of Class B common stock	(1,651)		$ (1,700)			$ (1,651)
Conversion of Class A common stock to Class B common stock (in shares)				(62,000)	62,000
Conversion of Class A common stock to Class B common stock				$ (1)	$ 1
Repurchase of unvested restricted stock, shares						(723,000)
Repurchase of unvested restricted stock	(7)					$ (7)
Stock compensation from options and restricted stock, net of estimated forfeitures	15,696						15,696
Retirement of treasury stock (in shares)			1,200,000		(1,249,000)	1,249,000
Retirement of treasury stock					$ (13)	$ 2,716	(2,703)
Net income (loss)	(35,196)							(35,196)
Common stock cash dividends	(9,376)						(9,376)
Ending Balance (in shares) at Dec. 31, 2012		9,570,000	27,978,000	9,570,000	28,380,000
Ending Balance at Dec. 31, 2012	$ 122,935			$ 98	$ 284	$ (13)	295,532	(172,966)
Ending Balance, share at Dec. 31, 2012			(402,000)			(402,000)
Issuance of common stock upon exercise of stock options (in shares)	560,496				560,000
Issuance of common stock upon exercise of stock options	$ 2,931				$ 6		2,925
Issuance of common stock upon vesting of restricted stock units					71,000
Issuance of restricted stock to employees (in shares)					735,000
Issuance of restricted stock to employees	7				$ 7
Issuance of common stock under employee stock purchase plan (in shares)					12,000
Issuance of common stock under employee stock purchase plan	72						72
Income tax shortfall of option exercises, restricted stock vesting and other, net	(384)						(384)
Tax withholding related to restricted stock awards, Shares						(220,000)
Tax withholding related to restricted stock awards	(1,766)					$ (2)	(1,764)
Repurchase of Class B common stock, shares			(31,000)			(31,000)
Repurchase of Class B common stock	(119)		$ (119)			$ (119)
Conversion of Class A common stock to Class B common stock (in shares)				(1,800,000)	1,800,000
Conversion of Class A common stock to Class B common stock				$ (18)	$ 18
Repurchase of unvested restricted stock, shares						(185,000)
Repurchase of unvested restricted stock	(2)					$ (2)
Stock compensation from options and restricted stock, net of estimated forfeitures	9,264						9,264
Retirement of treasury stock (in shares)			679,000		(679,000)	679,000
Retirement of treasury stock					$ (6)	$ 134	(128)
Net income (loss)	1,817							1,817
Ending Balance (in shares) at Dec. 31, 2013		7,770,000	30,720,000	7,770,000	30,879,000
Ending Balance at Dec. 31, 2013	$ 134,755			$ 80	$ 309	$ (2)	$ 305,517	$ (171,149)
Ending Balance, share at Dec. 31, 2013			(159,000)			(159,000)

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Cash flows from operating activities:
Net income (loss)	$ 1,817	$ (35,196)	$ 2,959
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Amortization and depreciation	6,683	8,457	9,473
Accretion of interest expense		362	519
Acquisition and separation related costs	(62)	(132)	372
Leasehold improvement incentive			204
Impairment of goodwill		16,739
(Gain) loss on sales of fixed assets, net	7		(4)
Gain on sale of discontinued operations	(1,492)
Gain on sales and disposals of intangible assets, net	(3,774)	(6,296)	(9,421)
Allowance for doubtful accounts and advertiser credits	1,722	1,780	1,203
Stock-based compensation	9,264	15,696	15,143
Deferred income taxes	1,968	16,586	1,895
Excess tax benefit related to stock-based compensation		(308)	(1,032)
Change in certain assets and liabilities, net of acquisition:
Accounts receivable, net	(5,732)	2,948	(6,965)
Refundable taxes, net	167	(100)	4,006
Prepaid expenses and other current assets	(338)	1,884	(1,618)
Accounts payable	3,513	(550)	(1,542)
Accrued expenses and other current liabilities	(39)	(1,704)	1,195
Deferred revenue	(49)	79	210
Other non-current liabilities	(59)	(344)	185
Net cash provided by operating activities	13,596	19,901	16,782
Cash flows from investing activities:
Purchases of property and equipment	(3,041)	(2,879)	(3,971)
Cash paid for acquisitions, net of cash acquired			(15,801)
Proceeds from sales of property and equipment	9		9
Proceeds from sales of intangible assets	3,775	6,319	9,474
Purchases of intangibles and changes in other non-current assets	(154)	(120)	(103)
Proceeds from sale of discontinued operations	1,058
Net cash provided by (used in) investing activities	1,647	3,320	(10,392)
Cash flows from financing activities:
Excess tax benefit related to stock-based compensation		308	1,032
Tax withholding related to restricted stock awards	(3,150)	(226)
Repurchase of Class B common stock for treasury stock	(119)	(1,651)	(6,159)
Common stock dividends payments		(9,376)	(2,938)
Proceeds from exercises of stock option	2,931	27	1,754
Proceeds from issuance of restricted stock to employees, net of repurchases of forfeited unvested restricted stock	5	8	10
Deferred acquisition payments		(33,860)
Proceeds from employee stock purchase plan	72	36	26
Net cash used in financing activities	(261)	(44,734)	(6,275)
Net increase (decrease) in cash and cash equivalents	14,982	(21,513)	115
Cash and cash equivalents at beginning of period	15,930	37,443	37,328
Cash and cash equivalents at end of period	30,912	15,930	37,443
Supplemental disclosure of cash flow information:
Cash received during the period for income taxes, net of payments	19	117	(2,994)
Cash paid during the period for interest accretion on deferred payment		881
Cash paid (received) during the period for interest, net	(80)	(62)	(63)
Supplemental disclosure of non-cash investing and financing activities:
Fair value of Class B common stock issued in connection with acquisition			7,603
Deferred payments related to acquisition		835	34,695
Property and equipment acquired in accounts payable and accrued expenses	$ 167	239	$ 121
Tax withholding related to restricted stock awards in accrued expenses		$ 1,384

Description of Business and Summary of Significant Accounting Policies and Practices

12 Months Ended

Dec. 31, 2013

Description of Business and Summary of Significant Accounting Policies and Practices

(1) Description of Business and Summary of Significant Accounting Policies and Practices

(a) Description of Business and Basis of Presentation

Marchex, Inc. (the “Company”) was incorporated in the state of Delaware on January 17, 2003. The Company is a mobile and call advertising technology company. The Company provides products and services for businesses of all sizes that depend on consumer phone calls to drive sales. The Company’s technology platform delivers performance-based, pay-for-call advertising across numerous mobile and online publishers to connect high-intent consumers with businesses over the phone while its technology facilitates call quality, analyzes calls in real time and measures the outcomes of calls. The Company through its Archeo division enables the buying, selling and development of domain names. The Company also provides performance-based online advertising that connects advertisers with consumers across our owned web sites as well as third party web sites.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Acquisitions are included in the Company’s consolidated financial statements as of and from the date of acquisition. The Company’s purchase accounting resulted in all assets and liabilities of acquired businesses being recorded at their estimated fair values on the acquisition dates. All inter-company transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to the consolidated financial statements in the prior periods to conform to the current period presentation.

In July 2013, the Company sold certain assets related to Archeo’s pay per click advertising services. As a result, the operating results related to these certain pay per click assets are shown as discontinued operations in the consolidated statements of operations for all periods presented (see Note 15. Discontinued Operations). Unless otherwise indicated, information presented in the notes to the financial statements relates only to the Company’s continuing operations.

Acquisition

On April 7, 2011, the Company acquired 100% of the stock of Jingle Networks, Inc. (“Jingle”), a provider of mobile voice search performance advertising and technology solutions in North America. See Note 9. Acquisition for further discussion.

Proposed Separation Update

On November 1, 2012, the Company announced that its board of directors had authorized the Company to pursue the separation of its mobile advertising business focused on calls and Archeo, its domain and click-based advertising business. On September 19, 2013, the Company announced following a strategic review that it would no longer pursue the separation and that Archeo will continue to operate as a division of the Company. The Company will continue to evaluate various strategic alternatives for the Archeo assets.

(b) Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents consist primarily of money market funds.

(c) Fair Value of Financial Instruments

The Company had the following financial instruments as of December 31, 2012 and 2013: cash and cash equivalents, accounts receivable, refundable taxes, accounts payable and accrued liabilities. The carrying value of cash and cash equivalents, accounts receivable, refundable taxes, accounts payable and accrued liabilities approximates their fair value based on the liquidity of these financial instruments or based on their short-term nature.

(d) Accounts Receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable balances are presented net of allowance for doubtful accounts and allowance for advertiser credits.

Allowance for Doubtful Accounts

The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in existing accounts receivable. The Company determines the allowance based on analysis of historical bad debts, advertiser concentrations, advertiser credit-worthiness and current economic trends. Past due balances over 90 days and specific other balances are reviewed individually for collectibility. The Company reviews the allowance for collectibility quarterly. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

The allowance for doubtful account activity for the periods indicated is as follows (in thousands):


	Balance at beginning of period		Charged to costs and expenses		Write-offs, net of recoveries		Balance at end of period
December 31, 2011		457		453		117		793
December 31, 2012		793		594		810		577
December 31, 2013		577		772		728		621

Allowance for Advertiser Credits

The allowance for advertiser credits is the Company’s best estimate of the amount of expected future reductions in advertisers’ payment obligations related to delivered services. The Company determines the allowance for advertiser credits and adjustments based on analysis of historical credits.

The allowance for advertiser credits activity for the periods indicated is as follows (in thousands):


	Balance at beginning of period		Additions charged against revenue		Credits processed		Balance at end of period
December 31, 2011		639		690		856		473
December 31, 2012		473		1,186		1,074		585
December 31, 2013		585		994		870		709

(e) Property and Equipment

Property and equipment are stated at cost. Depreciation on computers and other related equipment, purchased and internally developed software, and furniture and fixtures is calculated on the straight-line method over the estimated useful lives of the assets, generally averaging three years. Leasehold improvements are amortized straight-line over the shorter of the lease term or estimated useful lives of the assets ranging from three to eight years.

(f) Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed in business combinations accounted for under the purchase method.

The Company applies the provisions of FASB ASC 350 “Goodwill and Intangible Assets”. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead tested for impairment at least annually in accordance with the provisions of FASB ASC 350. FASB ASC 350 also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with FASB ASC 360.

(g) Impairment or Disposal of Long-Lived Assets

The Company reviews its long-lived assets for impairment in accordance with FASB ASC 360 whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds fair value. Assets to be disposed of would be separately presented on the balance sheet and reported at the lower of their carrying amount or fair value less costs to sell, and no longer depreciated.

(h) Revenue Recognition

The following table presents our revenues, by revenue source, for the periods presented (in thousands):


	Years ended December 31,
	2011		2012		2013
Partner and Other Revenue Sources	$	118,210	$	121,904	$	141,617
Proprietary Web site Traffic Sources and Domain Name Revenue		20,516		10,890		10,933

Total Revenue	$	138,726	$	132,794	$	152,550

The Company’s partner network revenues are primarily generated using third party distribution networks to deliver advertisers’ listings. The distribution network includes mobile and online search engines and applications, directories, destination sites, shopping engines, third party Internet domains or web sites, other targeted Web-based content, mobile carriers and other offline sources. The Company generates revenue upon delivery of qualified and reported phone calls or click-throughs to our advertisers or to advertising services providers’ listings. The Company pays a revenue share to the distribution partners to access their mobile, online, offline and other user traffic. Other revenues include the Company’s call provisioning and call tracking services, presence management services, and campaign management services.

The Company’s proprietary web site traffic revenues are generated from the Company’s portfolio of owned web sites which are monetized with pay-for-call or pay-per-click listings that are relevant to the web sites, as well as other forms of advertising, including banner advertising and sponsorships. When an online user navigates to one of the Company’s owned and operated web sites and calls or clicks on a particular listing or completes the specified action, the Company receives a fee. Other proprietary web site traffic revenues include domain name sales, which have been recognized as revenue since the launch of its Domains Marketplace in September 2013.

The Company’s primary sources of revenue are the performance-based advertising services, which include call advertising, pay-per-click services, and cost-per-action services. These primary sources amounted to greater than 77% of revenue for the years ended December 31, 2011, 2012 and 2013. The secondary sources of revenue are the Local Leads platform which enables partner resellers to sell call adverting and/or search marketing products, campaign management services, and starting in September 2013, domain name sales through our Domains Marketplace. These secondary sources amounted to less than 23% of revenue for the years ended December 31, 2011, 2012 and 2013. The Company has no barter transactions.

The Company recognizes revenue upon the completion of its performance obligation, provided that: (1) evidence of an arrangement exists; (2) the arrangement fee is fixed and determinable; and (3) collection is reasonably assured.

In certain cases, the Company records revenue based on available and reported preliminary information from third parties. Collection on the related receivables may vary from reported information based upon third party refinement of the estimated and reported amounts owing that occurs subsequent to period ends.

In providing call advertising services and pay-per-click advertising, the Company generates revenue upon delivery of qualified and reported phone calls or click-throughs to advertisers or advertising service providers’ listings. These advertisers and advertising service providers pay the Company a designated transaction fee for each phone call or click-through, which occurs when an online user makes a phone call or clicks on any of their advertisement listings after it has been placed by the Company or by the Company’s distribution partners. Each phone call or click-through on an advertisement listing represents a completed transaction. The advertisement listings are displayed within the Company’s distribution network, which includes mobile and online search engines and applications, directories, destination sites, shopping engines, third party Internet domains or web sites, the Company’s portfolio of owned web sites and other targeted Web-based content and offline sources. The Company also generates revenue from cost-per-action services, which occurs when a user makes a phone call from our advertiser’s listing or is redirected from one of the Company’s web sites or a third party web site in our distribution network to an advertiser web site and completes the specified action.

The Company generates revenue from reseller partners and publishers utilizing the Company’s Local Leads platform to sell call advertising, search marketing and other lead generation products. The Company is paid account fees and also agency fees for the Company’s products in the form of a percentage of the cost of every call or click delivered to advertisers. The reseller partners or publishers engage the advertisers and are the primary obligor, and the Company, in certain instances, is only financially liable to the publishers in the Company’s capacity as a collection agency for the amount collected from the advertisers. The Company recognizes revenue for these fees under the net revenue recognition method. In limited arrangements resellers pay the Company a fee for fulfilling an advertiser’s campaign in its distribution network and the Company acts as the primary obligor. The Company recognizes revenue for these fees under the gross revenue recognition method.

On September 10, 2013, we launched our Domains Marketplace, which provides domain names available for sale and initiated plans to facilitate the active buying and transacting of domain names. Domain name sales occurring after this launch have been recognized as revenue in the consolidated financial statements. Historically, the sale of domain names were not a core operation of the Company and were peripheral to the generation of advertising revenue from domain names held for use, and as such, domain name sales were reported as gains on sales and disposals of intangible assets, net in the consolidated financial statements.

In providing pay-per-click contextual targeting services, advertisers purchase keywords or keyword strings, based on an amount they choose for a targeted placement on vertically-focused web sites or specific pages of a web site that are specific to their products or services and their marketing objectives. The contextual results distributed by our services are prioritized for users by the amount the advertiser is willing to pay each time a user clicks on the advertisement and the relevance of the advertisement, which is dictated by historical click-through rates. Advertisers pay the Company when a click-through occurs on their advertisement. In July 2013, the Company sold certain assets related to its pay-per-click contextual advertising services. The results of operations of these certain pay-per-click assets have been presented in the consolidated financial statements as discontinued operations. See Note 14. Discontinued Operations for further discussion.

Advertisers pay the Company additional fees for services such as campaign management. Advertisers generally pay the Company on a click-through basis, although in certain cases the Company receives a fixed fee for delivery of these services. In some cases we also deliver banner campaigns for select advertisers. Banner advertising revenue may be based on a fixed fee per click and is generated and recognized on click-through activity. In other cases, banner payment terms are volume-based with revenue generated and recognized when impressions are delivered.

The Company enters into agreements with various distribution partners to provide distribution for pay-for-call and pay-per-click advertisement listings which contain call tracking numbers and/or URL strings of our advertisers. The Company generally pays distribution partners based on a percentage of revenue or a fixed amount per phone call or click-through on these listings. The Company acts as the primary obligor with the advertiser for revenue call or click-through transactions and is responsible for the fulfillment of services.

In accordance with FASB ASC 605, the revenue derived from advertisers is reported gross based upon the amounts received from the advertiser. The Company also recognizes revenue for certain agency contracts with advertisers under the net revenue recognition method. Under these specific agreements, the Company purchases listings on behalf of advertisers from mobile sources, search engines and applications, directories, other Web-based content providers and offline sources. The Company is paid account fees and also agency fees based on the total amount of the purchase made on behalf of these advertisers. Under these agreements, the advertisers are primarily responsible for choosing the publisher and determining pricing, and the Company, in certain instances, is only financially liable to the publisher for the amount collected from our advertisers. This creates a sequential liability for media purchases made on behalf of advertisers. In certain instances, the web publishers engage the advertisers directly and the Company is paid an agency fee based on the total amount of the purchase made by the advertiser. In other arrangements resellers pay us a fee for fulfilling an advertiser’s campaign in our distribution network and we act as the primary obligor. We recognize revenue for these fees under the gross revenue recognition method.

The Company applies FASB ASC 605 to account for revenue arrangements with multiple deliverables. FASB ASC 605 addresses certain aspects of accounting by a vendor for arrangements under which the vendor will perform multiple revenue-generating activities. When an arrangement involves multiple elements, the entire fee from the arrangement is allocated to each respective element based on its relative selling price and recognized when the revenue recognition criteria, as described above, for each element are met. The relative selling price for each element is determined using a hierarchy of (1) company specific objective evidence, then (2) third party evidence, then (3) best estimate of selling price.

(i) Service Costs

The largest component of the Company’s service costs consist of user acquisition costs that relate primarily to payments made to distribution partners for access to their mobile, online, and offline user traffic. The Company enters into agreements of varying durations with distribution partners that integrate the Company’s services into their web sites and indexes. The primary payment structure of the distribution partner agreements is a variable payment based on a specified percentage of revenue. These variable payments are often subject to minimum payment amounts per phone call or click-through. Other payment structures that to a lesser degree exist include: 1) fixed payments, based on a guaranteed minimum amount of usage delivered, 2) variable payments based on a specified metric, such as number of paid click-throughs, and 3) a combination arrangement with both fixed and variable amounts that may be paid in advance.

The Company expenses user acquisition costs based on whether the agreement provides for fixed or variable payments. Agreements with fixed payments with minimum guaranteed amounts of usage are expensed as the greater of the pro-rata amount over the term of arrangement or the actual usage delivered to date based on the contractual revenue share. Agreements with variable payments based on a percentage of revenue, number of paid phone calls or click-throughs or other metrics are expensed as incurred based on the volume of the underlying activity or revenue multiplied by the agreed-upon price or rate.

Service costs also include network operations and customer service costs that consist primarily of costs associated with providing performance-based advertising and search marketing services, maintaining the Company’s web sites, credit card processing fees, network costs and fees paid to outside service providers that provide the Company’s paid listings and customer services. Customer service and other costs associated with serving the Company’s search results and maintaining the Company’s web sites include depreciation of web sites, network equipment and internally developed software, colocation charges of the Company’s network web site equipment, bandwidth, software license fees, salaries of related personnel, stock-based compensation and amortization of intangible assets. Other service costs include license fees, domain name costs, the amortization of the purchase cost of domain names, the costs incurred for the renewal of the domain name registration and telecommunication costs, including the use of telephone numbers for providing call-based advertising services.

(j) Advertising Expenses

Advertising costs are expensed as incurred and includes mobile and Internet-based advertising, sponsorships, and trade shows. Such costs are included in sales and marketing. The amounts for mobile, online and related outside marketing activities were approximately $3.2 million, $1.8 million and $1.0 million for the years ended December 31, 2011, 2012 and 2013, respectively.

(k) Other Intangible Assets and Product Development

The Company capitalizes costs incurred to acquire domain names or URLs, which include the initial registration fees, and amortizes the costs over the expected useful life of the domain names on a straight-line basis. The expected useful lives range from 12 to 84 months. As of December 31, 2012, the net carrying value of Internet domains names related to domain names held for use. On September 10, 2013, the Company launched its Domains Marketplace, which provides domain names available for sale and initiated plans to facilitate the active buying and transacting of domain names. The net carrying value of Internet domain names as of December 31, 2013 related to both domain names held for use and available for sale. In order to maintain the rights to each domain name acquired, the Company pays periodic registration fees, which generally cover a minimum period of 12 months. The Company records registration renewal fees of domain name intangible assets as a prepaid expense and recognizes the cost over the renewal period. Product development costs consist primarily of expenses incurred by the Company in the research and development, creation, and enhancement of the Company’s Internet sites and services. Research and development costs are expensed as incurred and include compensation and related expenses, costs of computer hardware and software, and costs incurred in developing features and functionality of the services. For the periods presented, substantially all of the product development expenses are research and development.

Product development costs are expensed as incurred or capitalized into property and equipment in accordance with FASB ASC 350. FASB ASC 350 requires that cost incurred in the preliminary project and post-implementation stages of an internal use software project be expensed as incurred and that certain costs incurred in the application development stage of a project be capitalized.

(l) Income Taxes

The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax laws or rates is recognized in results of operations in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets when it is more likely than not that such deferred tax assets will not be realized.

(m) Stock-Based Compensation

The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognize it as expense, net of estimated forfeitures, over the vesting or service period, as applicable, of the stock award using the straight-line method.

(n) Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company has used estimates related to several financial statement amounts, including revenues, allowance for doubtful accounts, allowance for advertiser credits, useful lives for property and equipment, intangible assets, the fair-value of the Company’s common stock and stock option awards, the impairment of goodwill and intangible assets and a valuation allowance for deferred tax assets. Actual results could differ from those estimates.

(o) Concentrations

The Company maintains substantially all of its cash and cash equivalents with one financial institution and are all considered at Level 1 fair value with observable inputs that reflect quoted prices for identical assets or liabilities in active markets.

A significant majority of the Company’s revenue earned from advertisers is generated through arrangements with distribution partners. The Company may not be successful in renewing any of these agreements, or if they are renewed, they may not be on terms as favorable as current arrangements. The Company may not be successful in entering into agreements with new distribution partners or advertisers on commercially acceptable terms. In addition, several of these distribution partners or advertisers may be considered potential competitors.

There were no distribution partners representing more than 10% of consolidated revenue for the years ended December 31, 2011 and 2012, and one distribution partner was paid less than 15% of consolidated revenue for the year ended December 31, 2013.

The advertisers representing more than 10% of consolidated revenue are as follows (in percentages):


	Years ended December 31,
	2011			2012			2013
Advertiser A		32	%		28	%		25	%
Advertiser B		*			*			13	%
Advertiser C		*			*			12	%

Advertiser A is also a distribution partner.

The outstanding receivable balance for each advertiser representing more than 10% of consolidated accounts receivable is as follows (in percentages):


	At December 31,
	2012			2013
Advertiser A		36	%		41	%
Advertiser B		11	%		14	%
Advertiser C		*			13	%

*	Less than 10%.

(q) Net Income (Loss) Per Share

The Company computes net income (loss) per share of Class A and Class B common stock using the two class method. Under the provisions of the two class method, basic net income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the year. Diluted net income (loss) per share is computed by dividing net income (loss) applicable to common stockholder by the weighted average number of common and dilutive common equivalent shares outstanding during the period. The computation of the diluted net income (loss) per share of Class B common stock assumes the conversion of Class A common stock to Class B common stock, while the diluted net income (loss) per share of Class A common stock does not assume the conversion of those shares.

In accordance with the two class method, the undistributed earnings (losses) for each year are allocated based on the contractual participation rights of the Class A and Class B common shares and the restricted shares as if the earnings for the year had been distributed. Considering the terms of the Company’s charter which provides that, if and when dividends are declared on our common stock in accordance with Delaware General Corporation Law, equivalent dividends shall be paid with respect to the shares of Class A common stock and Class B common stock and that both classes of common stock have identical dividend rights and would share equally in the Company’s net assets in the event of liquidation, the Company has allocated undistributed earnings (losses) on a proportionate basis. Additionally, the Company has paid dividends equally to both classes of common stock and the unvested restricted shares since it initiated a quarterly cash dividend in November 2006.

Instruments granted in unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities prior to vesting. As such, the Company’s restricted stock awards are considered participating securities for purposes of calculating earnings per share. Under the two class method, dividends paid on unvested restricted stock are allocated to these participating securities and therefore impacts the calculation of amounts allocated to common stock.

The following table calculates net income (loss) to net income (loss) applicable to common stockholders used to compare basic net income (loss) per share for the period ended (in thousands, except per share amounts):


	Twelve months ended December 31,
	2011					2012						2013
	Class A		Class B			Class A			Class B			Class A		Class B
Basic net income (loss) per share:
Numerator:
Net income (loss) from continuing operations	$	744	$	2,011		$	(9,900	)	$	(24,358	)	$	222	$	735
Dividends paid to participating securities		—		(259	)		—			(657	)		—		—

Net income (loss) from continuing operations applicable to common stockholders	$	744	$	1,752		$	(9,900	)	$	(25,015	)	$	222	$	735
Discontinued operations, net of tax		55		149			(264	)		(674	)		199		661

Net income (loss) applicable to common stockholders	$	799	$	1,901		$	(10,164	)	$	(25,689	)	$	421	$	1,396

Denominator:
Weighted average number of shares outstanding used to calculate basic net income (loss) per share		9,928		23,358			9,574			24,412			8,816		26,798

Basic net income (loss) per share:
Net income (loss) from continuing operations applicable to common stockholders	$	0.07	$	0.07		$	(1.03	)	$	(1.02	)	$	0.03	$	0.03
Discontinued operations, net of tax		0.01		0.01			(0.03	)		(0.03	)		0.02		0.02

Basic net income (loss) per share applicable to common stockholders	$	0.08	$	0.08		$	(1.06	)	$	(1.05	)	$	0.05	$	0.05

The following table calculates net income (loss) to diluted net income (loss) applicable to common stockholders used to compute diluted net income (loss) per share for the periods ended (in thousands, except per share amounts):


	Twelve months ended December 31,
	2011					2012						2013
	Class A		Class B			Class A			Class B			Class A		Class B
Diluted net income (loss) per share:
Numerator:
Net income (loss) from continuing operations	$	745	$	2,010		$	(9,900	)	$	(24,358	)	$	217	$	740
Dividends paid to participating securities		—		(259	)		—			(657	)		—		—
Reallocation of net income (loss) for Class A shares as a result of conversion of Class A to Class B shares		—		745			—			(9,900	)		—		217

Net income (loss) from continuing operations applicable to common stockholders	$	745	$	2,496		$	(9,900	)	$	(34,915	)	$	217	$	957
Discontinued operations, net of tax		54		150			(264	)		(674	)		195		665
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B share		—		54			—			(264	)		—		195

Diluted discontinued operations, net of tax	$	54	$	204		$	(264	)	$	(938	)	$	195	$	860

Net income (loss) applicable to common stockholders	$	799	$	2,700		$	(10,164	)	$	(35,853	)	$	412	$	1,817

Weighted average number of shares outstanding used to calculate basic net income (loss) per share		9,928		23,358			9,574			24,412			8,816		26,798
Weighted average stock options and common shares subject to repurchase or cancellation		—		2,032			—			—			—		1,385
Conversion of Class A to Class B common shares outstanding		—		9,928			—			9,574			—		8,816

Weighted average number of shares outstanding used to calculate diluted net income (loss) per share		9,928		35,318			9,574			33,986			8,816		36,999

Diluted net income (loss) per share:
Net income (loss) from continuing operations applicable to common stockholders	$	0.07	$	0.07		$	(1.03	)	$	(1.02	)	$	0.03	$	0.03
Discontinued operations, net of tax		0.01		0.01			(0.03	)		(0.03	)		0.02		0.02

Diluted net income (loss) per share applicable to common stockholders	$	0.08	$	0.08		$	(1.06	)	$	(1.05	)	$	0.05	$	0.05

The computation of diluted net income (loss) per share excludes the following because their effect would be anti-dilutive (in thousands):

•

For the years ended December 31, 2011, 2012 and 2013, outstanding options to acquire 4,792, 7,029, and 4,565 shares, respectively, of Class B common stock.

•

For the years ended December 31, 2011, 2012, and 2013, 134, 2,433 and 174 shares, respectively, of unvested Class B restricted common shares issued to employees and in connection with acquisitions. These shares were for future services that vest over periods ranging from two to six years.

•

For the year ended December 31, 2012 and 2013, 131 and 43 restricted stock units with vesting based on meeting certain service and market conditions, respectively.

•

For the year ended December 31, 2011, 5,987 shares of Class B common stock that may be issued in lieu of cash for the deferred payments related to the acquisition of Jingle using the “if converted” method. See Note 9. Acquisition for further discussion.

(r) Guarantees

FASB ASC 460 provides accounting guidance surrounding liability recognition and disclosure requirements related to guarantees. In the ordinary course of business, the Company is not subject to potential obligations under guarantees that fall within the scope of FASB ASC 460 except for standard indemnification provisions that are contained within many of the Company’s advertiser and distribution partner agreements, and give rise only to the disclosure requirements prescribed by FASB ASC 460.

In certain agreements, the Company has agreed to indemnification provisions of varying scope and terms with advertisers, vendors and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of agreements or representations and warranties made by the Company, services to be provided by the Company and intellectual property infringement claims made by third parties. As a result of these provisions, the Company may from time to time provide certain levels of financial support to contract parties to seek to minimize the impact of any associated litigation in which they may be involved. To date, there have been no known events or circumstances that have resulted in any material costs related to these indemnification provisions and no liabilities therefore have been recorded in the accompanying consolidated financial statements. However, the maximum potential amount of the future payments we could be required to make under these indemnification provisions could be material.

(s) Deferred Acquisition Payment

The Company’s deferred acquisition payments represent consideration payable related to a business combination. Both deferred acquisition payments were paid in cash in April 2012 and October 2012.

(t) Accounting Standards Issued Not Yet Adopted

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11). The amendments in this update require an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. The amendments in this update do not require new recurring disclosures. ASU 2013-11 is effective for annual and interim periods beginning after December 15, 2013 and early adoption is permitted. The Company does not expect this update to have a material impact on its consolidated financial statements.

Property and Equipment

12 Months Ended

Dec. 31, 2013

Property and Equipment

(2) Property and Equipment

Property and equipment consisted of the following (in thousands):


	Years ended December 31,
	2012 ⁽¹⁾			2013 ⁽¹⁾
Computer and other related equipment	$	15,842		$	17,794
Purchased and internally developed software		7,452			7,672
Furniture and fixtures		1,242			1,319
Leasehold improvements		1,809			1,829

	$	26,345		$	28,614
Less: accumulated depreciation and amortization		(20,340	)		(23,174	)

Property and equipment, net	$	6,005		$	5,440

(1)	Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $15.8 million and $17.4 million at December 31, 2012 and 2013, respectively.

The Company has capitalized certain costs of internally developed software for internal use. The estimated useful life of costs capitalized is evaluated for each specific project. Amortization begins in the period in which the software is ready for its intended use. The Company has not capitalized any internally developed software costs during 2011, 2012 and 2013.

Depreciation and amortization expense incurred by the Company was approximately $2.8 million, $3.2 million and $3.4 million for the years ended December 31, 2011, 2012 and 2013, respectively.

Credit Agreement

12 Months Ended

Dec. 31, 2013

Credit Agreement

(3) Credit Agreement

In April 2008, the Company entered into a credit agreement providing for a senior secured $30 million revolving credit facility (“Credit Agreement”). The Credit Agreement, as amended in 2011, matures and all outstanding borrowings are due in April 2014. Interest on outstanding balances under the Credit Agreement will accrue at LIBOR plus an applicable margin rate, as determined under the agreement and has an unused commitment fee. The Credit Agreement contains certain customary representations and warranties, financial covenants, events of default and is secured by substantially all of the assets of the Company. During the years ended December 31, 2012 and 2013, the Company had no borrowings under the Credit Agreement. During the first quarter of 2014, the Company signed an amendment to the Credit Agreement which extends the maturity period to April 1, 2017.

Commitments

12 Months Ended

Dec. 31, 2013

Commitments

(4) Commitments

The Company has commitments for future payments related to office facilities leases and other contractual obligations. The Company leases its office facilities under operating lease agreements expiring through 2018. The Company recognizes rent expense under such agreements on a straight-line basis over the lease term with any lease incentive amortized as a reduction of rent expense over the lease term. The Company also has other contractual obligations expiring over varying time periods through 2016. Other contractual obligations primarily relate to minimum contractual payments due to distribution partners and other outside service providers.

Future minimum payments are approximately as follows (in thousands):


	Facilities operating leases		Other contractual obligations		Total
2014		2,287		3,170		5,457
2015		2,225		1,403		3,628
2016		2,267		885		3,152
2017		2,333		—		2,333
2018 and after		577		—		577

Total minimum payments	$	9,689	$	5,458	$	15,147

Rent expense incurred by the Company was approximately $2.1 million, $2.0 million and $1.9 million for the years ended December 31, 2011, 2012 and 2013, respectively.

Income Taxes

12 Months Ended

Dec. 31, 2013

Income Taxes

(5) Income Taxes

The components of income (loss) from continuing operations before provision for income taxes consist of the following (in thousands):


	Years ended December 31,
	2011			2012			2013
United States	$	5,513		$	(17,696	)	$	2,710
Foreign		(247	)		4			2

Income (loss) before provision for income taxes	$	5,266		$	(17,692	)	$	2,712

The provision (benefit) for income taxes from continuing operations for the Company consists of the following (in thousands):


	Years ended December 31,
	2011			2012			2013
Current provision (benefit)
Federal	$	(340	)	$	(69	)	$	(11	)
State		16			63			34
Foreign		—			2			—
Deferred provision
Federal		1,884			4,139			874
State		—			—			—
Tax expense (benefit) of equity adjustment for stock option exercises and restricted stock vesting		824			(4,227	)		(76	)
Valuation allowance		—			16,400			651
Other		127			258			283

Total income tax expense	$	2,511		$	16,566		$	1,755

Income tax expense from continuing operations differed from the amounts computed by applying the U.S. federal income tax rates of 34% for 2011, 2012, and 2013, respectively, to income (loss) before provision for income taxes as a result of the following (in thousands):


	Years ended December 31,
	2011			2012			2013
Income tax expense (benefit) at U.S. statutory rate	$	1,790		$	(6,016	)	$	922
State taxes, net of valuation allowance		42			40			17
Non-deductible stock compensation		652			589			571
Non-deductible goodwill impairment		—			3,534			—
Effect of rate change on deferred items		—			1,289			—
Valuation allowance		—			16,400			651
Effect of non-U.S. operations, net of valuation allowance		84			—			—
Research tax credits		(722	)		(242	)		(851	)
Other non-deductible expenses		665			972			445

Total income tax expense	$	2,511		$	16,566		$	1,755

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below (in thousands):


	As of December 31,
	2012			2013
Deferred tax assets:
Accrued liabilities not currently deductible	$	1,685		$	1,631
Intangible assets-excess of financial statement over tax amortization		15,333			14,208
Goodwill recognized on financial statements in excess of tax amortization		18,976			15,420
Stock-based compensation		4,834			5,158
Federal net operating losses and AMT credit carryforwards		3,519			3,897
State and city net operating loss carryforwards		5,074			5,883
Research & experimental tax credit carryforwards		1,478			2,613
Other		329			582

Gross deferred tax assets		51,228			49,392
Valuation allowance		(21,575	)		(23,034	)

Net deferred tax assets		29,653			26,358
Deferred tax liabilities:
Excess of tax over financial statement depreciation		1,146			204

Total deferred tax liabilities		1,146			204

Net deferred tax assets	$	28,507		$	26,154

The Company recognized approximately $1.2 million and $1.5 million in federal NOL carryforwards for 2012 and 2013, respectively, and which will expire in 2032 and 2033, respectively. The Company also has research and development credits of $2.6 million available to reduce income taxes, if any, which will expire in 2029 through 2032, if not utilized. The 2012 Taxpayer Relief Act was signed into law on January 2, 2013 which extends the research tax credit for two years to December 31, 2013 and is retroactive to January 1, 2012. The Company recognized a tax benefit of $398,000 and $453,000 for qualifying amounts incurred in 2012 and 2013, respectively, in 2013 when the law was enacted. The Company also increased its valuation allowance in 2013 by $651,000 primarily as a result of the tax benefit from the federal research and development credit.

The Company has recorded a deferred tax asset for stock-based compensation recorded on unexercised non-qualified stock options and certain restricted shares. The ultimate realization of this asset is dependent upon the fair value of the Company’s stock when the options are exercised and when restricted shares vest, and generation of sufficient taxable income to realize the benefit of the related tax deduction.

At December 31, 2012 and 2013, the Company recorded a valuation allowance of $21.6 million and $23.0 million, respectively, against its federal, state, city and foreign net deferred tax assets, as it believes it is more likely than not that these benefits will not be realized. The change in the valuation allowance in 2013 was approximately $1.4 million.

The Company regularly reviews deferred tax assets to assess whether it is more likely than not that the deferred tax assets will be realized and, if necessary, establishes a valuation allowance for portions of such assets to reduce the carrying value. At the end of the fourth quarter of 2012, the Company recognized a partial valuation allowance of $16.4 million on its federal deferred tax assets. In assessing whether it is more likely than not that the Company’s deferred tax assets will be realized, factors considered included: historical taxable income, historical trends related to advertiser usage rates, projected revenues and expenses, macroeconomic conditions, issues facing our industry, existing contracts, our ability to project future results and any appreciation of our other assets. During the fourth quarter of 2012, the Company incurred a $15.8 million goodwill impairment loss, which excludes $902,000 related to discontinued operations, within its Archeo reporting unit due in part to lower projected revenue growth rates and profitability levels within Archeo compared to historical results.

The majority of the deferred tax assets have arisen due to deductions taken in the financial statements related to the impairment of goodwill and the amortization of intangible assets recorded in connection with various acquisitions that are tax-deductible over 15 year periods. Consequently, based on projections of future taxable income and tax planning strategies, the Company expects to be able to recover a portion of these assets. Although realization is not assured, the Company believes it is more likely than not, based on its operating performance, existing deferred tax liabilities, projections of future taxable income and tax planning strategies, that the Company’s net deferred tax assets, excluding certain state and foreign net operating loss carryforwards, will be realized. The amount of the net deferred tax assets considered realizable, however, could be reduced in the near term if the Company’s projections of future taxable income are reduced or if the Company does not perform at the levels it is projecting. This could result in increases to the valuation allowance for deferred tax assets and a corresponding increase to income tax expense of up to the entire net amount of deferred tax assets.

At December 31, 2012 and 2013, the Company has certain tax effected state, city, and foreign net operating loss (NOL) carryforwards of approximately $5.1 million and $6.0 million, respectively. The Company does not have a history of taxable income in the relevant jurisdictions and the state, city, and foreign net operating loss carryforwards will more likely than not expire unutilized. Therefore, the Company has recorded a 100% valuation allowance on the state, city, and foreign net operating loss carryforwards as of December 31, 2012 and 2013.

In connection with the Jingle acquisition in 2011, the Company acquired federal NOL carryforwards. Where there is a “change in ownership” within the meaning of Section 382 of the Internal Revenue Code, the acquired federal net operating loss carryforwards are subject to an annual limitation. The Company believes that such an ownership change had occurred at Jingle, and that the utilization of the carryforwards is limited such that the majority of the NOL carryforwards will never be available. Accordingly, the Company recorded approximately $7.0 million of NOL carryforwards, which will begin to expire in 2026. The Company utilized $2.6 million in 2011.

In addition, at December 31, 2012 and 2013, the Company had certain federal net operating loss carryforwards of approximately $1.7 million which begin to expire in 2019. The Tax Reform Act of 1986 limits the use of NOL and tax credit carryforwards in certain situations where changes occur in the stock ownership of a company. The Company believes that such a change has occurred related to these specific NOL carryforwards, and that the utilization of the approximately $1.7 million in carryforwards is limited such that substantially all of these NOL carryforwards will never be utilized. Accordingly, the Company has not included these federal NOL carryforwards in its deferred tax assets.

During the years ended December 31, 2011, 2012 and 2013, the Company recognized excess tax benefits (shortfall) on stock option exercises, restricted stock vesting, and dividends paid on unvested restricted stock of approximately $913,000, ($4.0) million, and ($76,000), respectively, which were recorded to additional paid in capital.

The tax benefit realized for the tax deductions from option exercises and restricted stock vesting totaled $2.5 million, for the year ended December 31, 2011 and $0 for both the years ended December 31, 2012, and 2013.

From time to time, various state, federal and other jurisdictional tax authorities undertake audits of the Company and its filings. In evaluating the exposure associated with various tax filing positions, the Company on occasion accrues charges for uncertain positions. The Company adjusts these contingencies in light of changing facts and circumstances, such as the outcome of tax audits. Audits of the Company’s federal tax returns for 2005 through 2009, comprising approximately $463,000 of uncertain tax positions, were settled in 2011. Resolution of uncertain tax positions will impact our effective tax rate when settled. The Company does not have any significant interest or penalty accruals. The provision for income taxes includes the impact of contingency provisions and changes to contingencies that are considered appropriate.

The following table summarizes the activity related to the Company’s tax contingencies from January 1, 2011 to December 31, 2013 (in thousands):


Gross tax contingencies—January 1, 2011	$	546
Gross increases to tax positions associated with prior periods	$	66
Gross increases to current period tax positions	$	156
Gross decreases to tax positions associated with prior periods	$	(362	)
Settlements	$	(101	)
Lapse of statute of limitations	$	—

Gross tax contingencies—December 31, 2011	$	305
Gross increases to tax positions associated with prior periods	$	28
Gross increases to current period tax positions	$	—
Gross decreases to tax positions associated with prior periods	$	(83	)
Settlements	$	—
Lapse of statute of limitations	$	—

Gross tax contingencies—December 31, 2012	$	250
Gross increases to tax positions associated with prior periods	$	—
Gross increases to current period tax positions	$	284
Gross decreases to tax positions associated with prior periods	$	—
Settlements	$	—
Lapse of statute of limitations	$	—

Gross tax contingencies—December 31, 2013	$	534

The Company files U.S. federal, certain U.S. states, and certain foreign tax returns. Generally, U.S. federal, U.S. state, and foreign tax returns filed for years after 2009 are within the statute of limitations and are under examination or may be subject to examination.

Stockholders' Equity

12 Months Ended

Dec. 31, 2013

Stockholders' Equity

(6) Stockholders’ Equity

(a) Common Stock and Authorized Capital

The authorized capital stock of the Company consisted of 1,000,000 shares of undesignated preferred stock and 125,000,000 shares of Class B common stock. The Company’s board of directors has the authority to issue up to 1,000,000 shares of preferred stock, $0.01 par value in one or more series and has the authority to designate rights, privileges and restrictions of each such series, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series.

The Company has two classes of authorized common stock: Class A common stock and Class B common stock. Except with respect to voting rights, the Class A and Class B shares have identical rights. Each share of Class A common stock is entitled to twenty-five votes per share, and each share of Class B common stock is entitled to one vote per share. Each share of Class A common stock is convertible at the holder’s option into one share of Class B common stock.

In accordance with the stockholders’ agreement signed by Class A and the founding Class B common stockholders, the following provisions survived the Company’s initial public offering: Class A stockholders other than Russell C. Horowitz may only sell, assign or transfer their Class A stock to existing Class A stockholders or to the Company and in the event of transfers of Class A stock not expressly permitted by the stockholders’ agreement, such shares of Class A stock shall be converted into shares of Class B common stock.

In November 2006, the Company’s board of directors authorized a share repurchase program for the Company to repurchase up to 3 million shares of the Company’s Class B common stock as well as the initiation of a quarterly cash dividend for the holders of the Class A and Class B common stock. The Company’s board of directors has authorized increases to the share repurchase up to 13 million in the aggregate (less shares previously repurchased under the share repurchase program) of the Company’s Class B common stock. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, capital availability, and other market conditions. This stock repurchase program does not have an expiration date and may be expanded, limited or terminated at any time without prior notice. During the years ended December 31, 2011, 2012 and 2013, the Company repurchased approximately 883,000, 387,000, and 31,000 shares, respectively, of Class B common stock for $6.2 million, $1.7 million, and $119,000, respectively, under this repurchase program.

During the years ended December 31, 2012 and 2013, the Company’s board of directors authorized the retirement of 1.2 million and 679,000 shares, respectively, of the Company’s Class B common stock, all of which had been repurchased by the Company and had been classified as treasury stock on the consolidated balance sheet before retirement.

During 2011 and 2012, the Company’s board of directors declared the following quarterly dividends on the Company’s Class A common stock and Class B common stock:


Approval Date	Per share dividend		Date of record	Total amount (in thousands)		Payment date
January 2011	$	0.02	February 4, 2011	$	712	February 15, 2011
April 2011	$	0.02	May 6, 2011	$	743	May 16, 2011
July 2011	$	0.02	August 5, 2011	$	738	August 15, 2011
October 2011	$	0.02	November 5, 2011	$	745	November 15, 2011
January 2012	$	0.02	February 3, 2012	$	751	February 15, 2012
April 2012	$	0.02	May 4, 2012	$	743	May 15, 2012
July 2012	$	0.02	August 3, 2012	$	755	August 15, 2012
August 2012	$	0.015	August 16, 2012	$	566	August 31, 2012
October 2012	$	0.035	November 2, 2012	$	1,300	November 15, 2012
December 2012	$	0.14	December 18, 2012	$	5,300	December 31, 2012

In August 2012, the Company’s board of directors approved an increase to the Company’s quarterly cash dividend on the Company’s Class A and Class B common stock from $0.02 per share to $0.035 per share. The Company paid the incremental $0.015 per share dividends on August 31, 2012 to Class A and Class B common stockholders of record as of the close of business on August 16, 2012. The Company paid approximately $566,000 for these incremental dividends.

In December 2012, the Company’s board of directors declared a quarterly dividend for the first, second, third and fourth quarters of 2013 totaling $0.14 per share on its Class A common stock and Class B common stock, which was paid on December 31, 2012 to the holders of record as of the close of business on December 18, 2012. The dividend paid totaled $5.3 million.

In January 2014, the Company’s board of directors declared a quarterly dividend in the amount of $0.02 per share on its Class A and Class B common stock, which was paid on February 18, 2014 to the holders of record as of the close of business on February 7, 2014. This quarterly dividend totaled approximately $771,000.

(b) Stock Option Plan

The Company’s stock incentive plan (the “2003 Plan”) allows for grants of both stock option and restricted stock awards to employees, officers, non-employee directors, and consultants and such options may be designated as incentive or non-qualified stock options at the discretion of the Plan’s Administrative Committee. In May 2010, the Company’s Board of Directors approved an amendment to the Company’s 2003 Amended and Restated Stock Incentive Plan (the “Plan”) which provides for the grant of restricted stock units to eligible participants under the Plan. The Plan authorizes grants of options to purchase up to 4,000,000 shares of authorized but unissued Class B common stock and provides for the total number of shares of Class B common stock for which options designated as incentive stock options may be granted shall not exceed 8,000,000 shares. Annual increases are to be added on the first day of each fiscal year beginning on January 1, 2004 equal to 5% of the outstanding common stock (including for this purpose any shares of common stock issuable upon conversion of any outstanding capital stock of the Company). As a result of this provision, the authorized number of shares available under this Plan was increased by 1,774,752 to 17,676,347 on January 1, 2011 and by 1,877,411 to 19,553,758 on January 1, 2012.

In April 2012, the Company’s Board of Directors approved the establishment of the Marchex 2012 Stock Incentive Plan (the “2012 Plan”). After December 31, 2012, no further awards will be made under the 2003 Plan. The 2012 Plan authorizes up to 3,500,000 shares of Class B common stock that may be issued with respect to awards granted under the Plan, and provides that the total number of shares of Class B common stock for which options designated as incentive stock options may be granted shall not exceed 3,500,000 shares. Annual increases to each of these share limits are to be added on the first day of each fiscal year beginning on January 1, 2013 equal to 5% of the outstanding common stock (including for this purpose any shares of common stock issuable upon conversion of any outstanding capital stock of the Company) or in the case of incentive stock options, if lesser of 2,000,000 shares of Class B common stock or such number as determined by the Company’s Board of Directors. As a result of this provision, the authorized number of shares available under the 2012 Plan was increased by 1,877,388 to 5,377,388 in January 1, 2013 and by 1,924,511 to 7,301,899 on January 1, 2014. The Company may issue new shares or reissue treasury shares for stock option exercises and restricted stock grants. Generally, stock options have 10-year terms and vest 25% each year either annually or quarterly, over a 4 year period.

The Company did not grant any options with exercise prices less than the then current market value during 2011, 2012 and 2013.

The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense, net of estimated forfeitures, over the vesting or service period, as applicable, of the stock award using the straight-line method.

Stock-based compensation expense has been included in the same lines as compensation paid to the same employees in the consolidated statement of operations. Stock-based compensation expense was included in the following operating expense categories as follows (in thousands):


	Twelve months ended December 31,
	2011		2012		2013
Service costs	$	1,289	$	1,869	$	1,180
Sales and marketing		1,471		2,029		645
Product development		1,408		1,038		1,635
General and administrative		10,900		10,702		5,777

Total stock-based compensation	$	15,068	$	15,638	$	9,237

Income tax benefit related to stock-based compensation included in net income (loss) from continuing operations	$	5,023	$	4,728	$	2,575

FASB ASC 718 requires the benefits of tax deductions in excess of the stock-based compensation cost to be classified as financing cash inflows and is shown as “Excess tax benefit related to stock-based compensation” on the consolidated statement of cash flows. In addition, a tax benefit and a credit to additional paid-in capital for the excess deductions is not recognized until that deduction reduces taxes payable. For the year ended December 31, 2013, we incurred an excess tax benefit of $3.0 million which was not recorded because the Company is in a cumulative loss carryforward position for income taxes.

The Company uses the Black-Scholes option pricing model to estimate the per share fair value of stock option grants with time-based vesting. The Black-Scholes model relies on a number of key assumptions to calculate estimated fair values. For years ended December 31, 2011, 2012 and 2013, the expected life of each award granted was determined based on historical experience with similar awards, giving consideration to contractual terms, anticipated exercise patterns, vesting schedules and forfeitures. Expected volatility is based on historical volatility levels of the Company’s Class B common stock and the expected volatility of companies in similar industries that have similar vesting and contractual terms. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury issues with terms approximately equal to the expected life of the option. The Company uses an expected annual dividend yield in consideration of the Company’s common stock dividend payments.

The following weighted average assumptions were used in determining the fair value of time-vested stock option grants for the periods presented:


	Years ended December 31,
	2011	2012	2013
Expected life (in years)	4.0 – 6.25	4.0 – 6.25	4.0 – 6.25
Risk-free interest rate	0.60% to 1.77%	0.47% to 0.78%	0.57% to 2.10%
Expected volatility	68% to 71%	65% to 70%	54% to 64%
Weighted average expected volatility	70%	67%	57%
Expected dividend yield	0.91%	1.33% to 3.11%	0.87% to 2.33%

During 2011, 2012, and 2013, the Company issued equity awards which include stock options, restricted stock awards, and restricted stock units that have vesting based on a combination of certain service and market conditions. The compensation costs and derived service periods for stock option grants with vesting based on a combination of service and market conditions are estimated using the binomial lattice model to determine the fair value for each tranche and a Monte Carlo simulation to determine the derived service period for each tranche. The risk-free interest rate is based on the 10 year bond rate as of the valuation date based on the contractual life of the option.

The following weighted average assumptions were used in determining the fair value for option grants with vesting based on a combination of certain service and market conditions for the periods presented:


	Years ended December 31,
	2011	2012	2013
Expected life (in years)	1.97 – 4.54	1.50 – 5.74	1.18 – 2.28
Risk-free interest rate	1.94%	1.81%	2.89%
Expected volatility	57%	60%	61%
Weighted average expected volatility	57%	60%	61%
Expected dividend yield	1.26%	3.17%	0.89%

Stock option, restricted stock award and restricted stock unit activity during the period indicated is as follows:


	Options and Restricted Stock available for grant			Number of options outstanding			Weighted average exercise price of options		Weighted average remaining contractual term (in years)		Aggregate intrinsic value (in thousands)
Balance at December 31, 2010		1,924,766			6,410,589		$	8.48		7.20
Increase to option pool January 1, 2011		1,774,752
Options granted ⁽¹⁾		(1,735,950	)		1,735,950			7.28
Restricted stock granted		(1,603,899	)		—
Restricted stock forfeited		62,125			—
Options exercised		—			(410,662	)		4.28
Options expired		277,775			(277,775	)		14.47
Options forfeited		254,318			(254,318	)		6.70

Balance at December 31, 2011		953,887			7,203,784		$	8.24		6.81
Increase to option pool January 1, 2012		1,877,411
Options granted ⁽¹⁾		(915,500	)		915,500			4.13
Restricted stock granted		(1,343,250	)		—
Restricted stock forfeited		723,232			—
Options exercised		—			(6,556	)		4.13
Options expired		407,505			(407,505	)		11.04
Options forfeited		675,863			(675,863	)		7.04

Balance at December 31, 2012		2,379,148			7,029,360		$	7.67		6.28	$	506
Increase to option pool January 1, 2013		1,877,388			—
Options granted ⁽¹⁾		(2,305,422	)		2,305,422			5.91
Restricted stock granted		(1,528,224	)		—
Restricted stock forfeited		212,711			—
Options exercised		—			(560,496	)		5.23
Options expired		718,889			(718,889	)		6.93
Options forfeited		347,684			(347,684	)		5.67

Balance at December 31, 2013		1,702,174			7,707,713		$	7.48		6.99	$	17,148

Options exercisable at December 31, 2013 ⁽²⁾					4,343,185		$	8.72		5.41	$	7,575

(1)	Includes 313,400, 202,000, and 173,750 stock options issued in 2011, 2012 and 2013, respectively, which have vesting based on a combination of certain service and market conditions.

(2)	Includes 828,125 stock options which have vested based on meeting a combination of certain service and market conditions.

The following table summarizes information concerning currently outstanding and exercisable options at December 31, 2013:


Options Outstanding							Options Exercisable
Range of exercise prices per share	Number Outstanding		Average remaining contractual life (in years)		Weighted Average Exercise price per share		Number exercisable		Weighted average exercise price per share
$ 3.18 – $ 4.06		530,425		8.51	$	3.82		118,729	$	3.63
$ 4.10 – $ 4.20		889,426		9.20		4.20		16,911		4.17
$ 4.22 – $ 4.63		1,010,625		7.08		4.53		686,035		4.59
$ 4.64 – $ 5.47		872,554		6.49		4.99		781,003		4.99
$ 5.48 – $ 6.00		192,500		8.43		5.80		48,000		5.61
$ 6.01 – $ 6.35		833,200		8.03		6.33		431,547		6.35
$ 6.38 – $ 8.77		1,276,210		7.73		8.10		693,706		8.58
$ 8.80 – $10.19		847,087		8.04		9.27		311,568		9.73
$10.33 – $12.93		771,286		3.04		11.85		771,286		11.85
$13.29 – $24.54		484,400		1.95		19.02		484,400		19.02

		7,707,713		6.98	$	7.48		4,343,185	$	8.72

Information related to stock compensation activity during the period indicated is as follows:


	Years ended December 31,
	2011		2012		2013
Weighted average fair value of options granted	$	3.54	$	1.78	$	2.56
Intrinsic value of options exercised (in thousands)	$	1,885	$	7	$	1,463
Total grant date fair value of restricted stock vested (in thousands)	$	4,056	$	22,015	$	5,751

At December 31, 2013, there was $8.5 million of stock option compensation expense related to non-vested awards not yet recognized, which is expected to be recognized over a weighted average period of 2.0 years.

During the years ended December 31, 2011, 2012 and 2013 gross proceeds recognized from the exercise of stock options was approximately $1.8 million, $27,000 and $2.9 million, respectively. The net excess tax benefit (shortfall) on stock option exercises, restricted stock vesting, and dividends paid on unvested restricted stock during the years ended December 31, 2011, 2012 and 2013, of approximately $913,000, ($4.0) million and ($76,000), respectively, were recorded to additional paid in capital.

Restricted stock awards and restricted stock unit activity for the years ended December 31, 2011, 2012 and 2013 is summarized as follows:


	Shares/ Units			Weighted Average Grant Date Fair Value
Unvested at December 31, 2010		3,468,750		$	8.13
Granted ⁽¹⁾		1,603,899			7.20
Vested		(721,500	)		5.63
Forfeited		(62,125	)		6.42

Unvested at December 31, 2011		4,289,024			8.23
Granted ⁽²⁾		1,343,250			3.79
Vested		(2,323,431	)		9.47
Forfeited		(745,332	)		7.08

Unvested at December 31, 2012		2,563,511			5.12
Granted ⁽²⁾		1,528,224			5.43
Vested		(1,169,581	)		4.92
Forfeited		(212,711	)		4.77

Unvested at December 31, 2013		2,709,443			5.41

(1)	Includes 104,100 restricted stock units issued in 2011 which entitle the holder to receive one share of the Company’s Class B common stock upon satisfaction of certain service and market conditions.

(2)	Includes 202,000 and 173,750 restricted stock awards issued in 2012 and 2013, which vest upon satisfaction of certain service and market conditions.

The Company issues restricted stock awards and restricted stock units to employees for future services and in connection with acquisitions. Restricted stock awards and restricted stock unit grants are generally measured at fair value on the date of grant based on the number of awards granted and the quoted price of the Company’s common stock. Restricted shares issued are accounted for under FASB ASC 718 using the straight-line method net of estimated forfeitures.

As of December 31, 2013, there was $12.6 million of total restricted stock compensation expense related to non-vested awards not yet recognized, which is expected to be recognized over a weighted average period of 1.9 years.

In the second quarter of 2012, vesting of approximately 195,000 restricted shares were fully accelerated in connection with a separation agreement. In the fourth quarter of 2012, 1,050,000 restricted shares that would otherwise have vested on January 1, 2013 were vested on December 31, 2012.

During 2012 and 2013, the Company repurchased 391,000 and 220,000 shares, respectively, from certain executives for minimum withholding taxes on 1,255,000 and 1,031,000 restricted stock award vests, respectively. The number of shares repurchased was based on the value on the vesting date of the restricted stock awards equivalent to the value of the executives’ minimum withholding taxes of $1.6 million and $1.8 million for 2012 and 2013, respectively. The Company then remitted cash to the appropriate taxing authorities. The payments are reflected as a financing activity within the consolidated statement of cash flows when paid. The payments had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued on the vesting date and were recorded as a reduction of additional paid in capital.

(c) Employee Stock Purchase Plan

On February 15, 2004, the Company’s board of directors and stockholders approved the 2004 Employee Stock Purchase Plan (“2004 ESPP”), which became effective on March 30, 2004. The Company authorized an aggregate of 300,000 shares of Class B common stock for issuance under the plan to participating employees.

In December 2005, the compensation committee of the Company’s board of directors amended the 2004 ESPP to provide that effective January 1, 2006 eligible participants may purchase the Company’s Class B common stock under the purchase plan at a price equal to 95% of the fair value on the last day of an offering period. During the year ended December 31, 2011, 3,637 shares were purchased at prices ranging from $5.94 to $8.44 per share. During the year ended December 31, 2012, 9,817 shares were purchased at prices ranging from $3.43 to $4.24 per share. During the year ended December 31, 2013, 11,511 shares were purchased at prices ranging from $4.00 to $8.22 per share. The 2004 ESPP, as amended, expired on December 31, 2013.

On March 8, 2013, the Company’s board of directors adopted and in May 2013 the stockholders approved the 2014 Employee Stock Purchase Plan (“2014 ESPP”), which became effective on January 1, 2014. The Company authorized an aggregate of 225,000 shares of Class B common stock for issuance under the plan to participating employees. The 2014 ESPP provided eligible employees the opportunity to purchase the Company’s Class B common stock at a price equal to 95% of the closing price on the last business day of each purchase periods. The 2014 ESPP permits eligible employees to purchase amounts up to 15% of their compensation in purchase period, and no employee is permitted to purchase stock worth more than $25,000 in any calendar year, valued as of the first day of each purchase period.

Contingencies

12 Months Ended

Dec. 31, 2013

Contingencies

(7) Contingencies

The Company is involved in legal and administrative proceedings and claims of various types from time to time. While any litigation contains an element of uncertainty, the Company is not aware of any legal proceedings or claims which are pending that the Company believes, based on current knowledge, will have, individually or taken together, a material adverse effect on the Company’s financial condition or results of operations or liquidity.

In some agreements to which we are a party, we have agreed to indemnification provisions of varying scope and terms with advertisers, vendors and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of agreements or representations and warranties made by the Company, services to be provided by the Company and intellectual property infringement claims made by third parties. As a result of these provisions, we may from time to time provide certain levels of financial support to our contract parties to seek to minimize the impact of any associated litigation in which they may be involved. To date, there have been no known events or circumstances that have resulted in any material costs related to these indemnification provisions and no liabilities therefore have been recorded in the accompanying consolidated financial statements. However, the maximum potential amount of the future payments we could be required to make under these indemnification provisions could be material.

401(k) Savings Plan

12 Months Ended

Dec. 31, 2013

401(k) Savings Plan

(8) 401(k) Savings Plan

The Company has a Retirement/Savings Plan (401(k) Plan) under Section 401(k) of the Internal Revenue Code which covers those employees that meet eligibility requirements. Eligible employees may contribute up to the Internal Revenue Code prescribed maximum amounts. During 2011, the Company elected to match a portion of the employee contributions up to a defined maximum. No cash matching contributions were made in 2011. In 2012 and 2013, cash contributions were made in the amount of $67,000 and $186,000, respectively.

Acquisition

12 Months Ended

Dec. 31, 2013

Acquisition

(9) Acquisition

On April 7, 2011, the Company acquired 100% of the stock of Jingle, a provider of mobile voice search performance advertising and technology solutions in North America for the following consideration:

•

Approximately $15.8 million in cash, net of cash acquired, and 1,019,103 shares of the Company’s Class B common stock paid at closing; and

•

Future consideration of (i) $17.6 million, net of certain working capital adjustments, on the first annual anniversary of the closing, and (ii) $18.0 million on the 18th month anniversary of closing, with the future consideration payable in either cash or shares of the Company’s Class B common stock or some combination to be determined by the Company. In April 2012 and October 2012, the Company paid approximately $16.9 million and $17.9 million in cash, net of certain working capital and other adjustments, respectively.

•

Following the closing, the Company issued 462,247 shares of restricted stock at an aggregate value of approximately $3.3 million to employees of Jingle, subject to vesting for up to four years.

The Company accounted for the Jingle acquisition as a business combination. As a result of the acquisition, the Company added additional sources of mobile distribution to its call advertising network. The Company has progressed in its integration of Jingle’s operations, including sales activities, and accordingly, revenues and earnings of the acquired operations are not readily separable.

The fair value of the shares of Class B common stock issued as part of the consideration paid was valued at $7.6 million using the Company’s closing stock price of $7.46 per share at the acquisition date. Acquisition related costs of approximately $1.9 million for 2011 were primarily for professional fees to perform due diligence, historical audits and other procedures associated with the acquisition. Of the $1.9 million of acquisition related costs in 2011, we recognized approximately $372,000 for the future obligations of non-cancelable lease and other costs related to the Jingle office. The portion related to the non-cancelable lease is based on estimates of vacancy period and sublease income. In March 2012, the Company arranged for the future sublease of the Jingle office space and revised its original estimates which resulted in a $132,000 benefit recorded in acquisition and separation related costs in the consolidated statements of operations. The actual vacancy periods may differ from these estimates, and sublease income, if any, may not materialize. Accordingly, these estimates may be adjusted in future periods.

In connection with the acquisition, the Company acquired federal net operating loss carryforwards (“NOL”). Where there is a “change in ownership” within the meaning of Section 382 of the Internal Revenue Code, the acquired federal net operating loss carryforwards are subject to an annual limitation. The Company believes that such an ownership change had occurred at Jingle, and that the utilization of the carryforwards is limited such that the majority of the NOL carryforwards will never be utilized. Accordingly, the Company recorded approximately $7.0 million of NOL carryforwards. In 2011, the Company utilized approximately $2.6 million.

A summary of the consideration for the acquisition is as follows (in thousands):


Cash	$	16,563
Stock issued		7,603
Future consideration paid		34,695

Total	$	58,861

The following summarizes the allocation of the fair value of the assets acquired and the liabilities assumed at December 31, 2011 (in thousands):


Cash acquired	$	761
Accounts receivable		4,740
Deferred tax assets		2,538
Other current assets		62
Property and equipment		206
Other non-current assets		148
Intangible assets		11,966
Goodwill		47,290

Total assets acquired		67,711
Current liabilities		(5,512	)
Deferred tax liabilities		(3,246	)
Other non-current liabilities		(92	)

Total liabilities assumed		(8,850	)

Net assets acquired	$	58,861

The acquired intangible assets of approximately $12.0 million consist primarily of customer and partner relationships, technology, trademarks and patents which will be amortized over 12 to 36 months (weighted average of 2.4 years) using the straight line method. The goodwill and acquired intangible assets will not be deductible for federal tax purposes.

The following unaudited pro forma financial information summarizes the combined results of operations of the Company and Jingle and is based on the historical results of operations of the Company and Jingle. The pro forma information reflects the results of operations of the Company as if the acquisition of Jingle had taken place on January 1, 2010. The unaudited pro forma financial information for the year ended December 31, 2011 combine the historical results of operations for the Company for the year ended December 31, 2011 and Jingle’s historical results of operations during the pre-acquisition period from January 1, 2011 to April 7, 2011. The results of operations for Jingle for the year ended December 31, 2012 and 2013 are incorporated in the results of operations for the Company for the year ended December 31, 2012. The pro forma information includes adjustments for amortization of intangible assets, intercompany activity and accretion of interest expense related to the future consideration. The unaudited pro forma financial information is provided for information purposes only and is not necessarily indicative of the combined results that would have occurred had the acquisition taken place on the dates indicated, nor is it necessarily indicative of results that may occur in the future.


(in thousands)
	2011
Revenue	$	144,517
Net income (loss) from continuing operations		1,626
Net income (loss) applicable to common stockholders		1,570

Intangible Assets from Acquisitions

12 Months Ended

Dec. 31, 2013

Intangible Assets from Acquisitions

(10) Intangible Assets from Acquisitions

Intangible assets from acquisitions consisted of the following (in thousands):


	As of December 31, 2012
	Gross Carrying Amount ⁽¹⁾		Accumulated Amortization ⁽¹⁾			Net
Advertiser relationship	$	3,070	$	(2,125	)	$	945
Distribution partner relationship		4,830		(2,787	)		2,043
Acquired technology		2,760		(2,388	)		372

	$	10,660	$	(7,300	)	$	3,360


	As of December 31, 2013
	Gross Carrying Amount ⁽¹⁾		Accumulated Amortization ⁽¹⁾			Net
Distribution partner relationship		4,830		(4,396	)		434

	$	4,830	$	(4,396	)	$	434

⁽¹⁾	Excludes the original cost and accumulated amortization of fully-amortized intangible assets which were $82.1 million and $87.7 million at December 31, 2012 and 2013, respectively.

Amortizable intangible assets are amortized on a straight-line basis over their useful lives. Advertiser relationships, distribution partner relationships and acquired technology have weighted average useful life from date of purchase of 2.5 years, 3.0 years, and 2.0 years, respectively. Aggregate amortization expense incurred by the Company for the years ended December 31, 2011, 2012 and 2013, was approximately $5.5 million, $4.7 million and $2.9 million, respectively. Based upon the current amount of acquired intangible assets subject to amortization, the estimated amortization expense for the next four years is as follows: $434,000 in 2014 and $0 thereafter.

Goodwill

12 Months Ended

Dec. 31, 2013

Intangible and Other Assets, Net

(11) Goodwill

Changes in the carrying amount of goodwill for the years ended December 31, 2012 and 2013 are as follows (in thousands):


	Call Driven		Archeo			Total
Balance as of December 31, 2011		—		—			82,644
Jingle acquisition		—		—			(53	)
Other		—		—			(37	)
Goodwill allocation between segments		63,305		19,249			—
Impairment		—		(16,739	)		(16,739	)

Balance as of December 31, 2012		63,305		2,510			65,815
Sales of certain pay-per-click advertising assets		—		(136	)		(136	)

Balance as of December 31, 2013	$	63,305	$	2,374		$	65,679

In 2012, the decrease in goodwill was primarily related to the impairment loss recognized during the fourth quarter within the Archeo segment as discussed further below. During the fourth quarter of 2012, the Company announced its intention to pursue a spin-off of Archeo and the corresponding organizational changes resulted in a change to the Company’s reportable operating segments and reporting units for purposes of assessing potential impairment of goodwill. The Company’s reporting units are consistent with its reportable operating segments identified in Note 13 Segment Reporting and Geographic Information. Prior to the fourth quarter of 2012, the Company operated in a single operating segment consisting of a single reporting unit. In connection with the change in reportable operating segments and reporting units, the Company allocated approximately $19.2 million and $63.3 million of goodwill to its Archeo and Call-driven segments, respectively.

In 2013, the decrease in goodwill of $136,000 related to the sale of certain assets related to the Company’s pay-per-click advertising services in July 2013. See Note 14. Discontinued Operations for further discussion.

Goodwill at December 31, 2011 is net of the 2008 impairment charge of $169.3 million. Goodwill at December 31, 2012 is net of the accumulated impairment charges from 2008 and 2012 of $186.0 million.

The Company reviews goodwill for impairment annually on November 30 and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. When evaluating goodwill for impairment, we may first perform a qualitative assessment to determine if the fair value of the reporting unit is more likely than not greater than its carrying amount. The Company performed this qualitative assessment in the fourth quarter of 2013 and determined that the fair value of each reporting unit is more likely than not greater than the carrying amount.

In 2012, the Company initiated its annual goodwill impairment analysis in the fourth quarter and concluded that the fair value was below the carrying value for the Archeo reporting unit and recognized an impairment loss of $16.7 million including $902,000 related to discontinued operations. The estimated fair value of the Archeo reporting unit was based on estimates of future operating results, discounted cash flows and other market-based factors. The goodwill impairment recorded within the Archeo reporting unit resulted from the newly associated amounts of goodwill allocated upon the commencement of the reporting unit designation in the fourth quarter, and the operating results including lower projected revenue growth rates and profitability levels compared to historical results. The lower projected operating results reflect changes in assumptions related to organic revenue growth rates, market trends, business mix, cost structure, and other expectations about the anticipated short-term and long-term operating results of the Archeo reporting unit.

The testing of goodwill and other intangible assets for impairment requires the Company to make significant estimates about its future performance and cash flows, as well as other assumptions. These estimates can be affected by numerous factors, including changes in economic, industry or market conditions, changes in business operations, changes in competition or changes in the share price of the Company’s common stock and market capitalization. Significant and sustained declines in the Company’s stock price and market capitalization, a significant decline in its expected future cash flows or a significant adverse change in the Company’s business climate, among other factors, could result in the need to perform an impairment analysis in future interim periods. The Company cannot accurately predict the amount and timing of any future impairment of goodwill or other intangible assets. Should the value of goodwill or other intangible assets become impaired, the Company would record an impairment charge, which could have an adverse effect on its financial condition and results of operations.

The current business environment is subject to evolving market conditions and requires significant management judgment to interpret the potential impact to our assumptions. To the extent that changes in the current business environment impact the Company’s ability to achieve levels of forecasted operating results and cash flows, or should other events occur indicating the remaining carrying value of its assets might be impaired, the Company would test its goodwill and intangible assets for impairment and may recognize an additional impairment loss.

Intangible and Other Assets, Net

12 Months Ended

Dec. 31, 2013

(12) Intangible and other assets, net

Intangible and other assets, net consisted of the following (in thousands):


	As of December 31,
	2012			2013
Internet domain names	$	14,910		$	14,514
Less accumulated amortization		(14,590	)		(14,376	)

Internet domain names, net		320			138
Other assets:
Registration fees, net		9			12
Other		282			334

Total intangibles and other assets, net	$	611		$	484

The Company capitalizes costs incurred to acquire domain names or URLs, which include the initial registration fees, to other intangible assets which excludes intangible assets acquired through business combinations. The capitalized costs are amortized over the expected useful life of the domain names on a straight-line basis.

As of December 31, 2012, the net carrying value of Internet domains names related to domain names held for use. On September 10, 2013, the Company launched its Domains Marketplace, which provides domain names available for sale and initiated plans to facilitate the active buying and transacting of domain names. Domain name sales occurring after this launch have been recognized as revenue in the consolidated financial statements. The net carrying value of Internet domain names as of December 31, 2013 related to both domain names held for use and available for sale.

The Company also capitalizes costs incurred to renew or extend the term of the domain names or URLs to prepaid expenses and other current assets or registration fees, net. The capitalized costs are amortized over the renewal or extended period on a straight-line basis. The total amount of costs incurred for the year ended December 31, 2013 to renew or extend the term for domain names was $2.7 million. The weighted average renewal period for registration fees as of December 31, 2013 was approximately 1.0 year.

Amortization expense for Internet domain names for the years ended December 31, 2011, 2012 and 2013, was approximately $1.2 million, $520,000 and $336,000 respectively.

Based upon the current amount of domains subject to amortization, the estimated expense for the next five years is as follows: $138,000 in 2014 and $0 thereafter.

Segment Reporting and Geographic Information

12 Months Ended

Dec. 31, 2013

Segment Reporting and Geographic Information

(13) Segment Reporting and Geographic Information

Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally for the Company’s management. During the fourth quarter of 2012, the Company changed its internal reporting available to its chief operating decision maker (“CODM”) for evaluating segment performance and allocating resources due to its intention to spin off Archeo and revised segment disclosures accordingly. The reporting disaggregates the Company’s operations into the Call-driven and Archeo segments, and represented a change in the Company’s reportable operating segments. Prior to the fourth quarter of 2012, the Company operated in a single operating segment.

In July 2013, the Company sold certain assets related to Archeo’s pay-per-click advertising services. As a result, the operating results related to these certain pay per click assets are shown as discontinued operations, net of tax in the consolidated statements of operations for all periods presented and are excluded from segment reporting. See Note. 14. Discontinued Operations for further discussion. In September 2013, the Company announced it will no longer pursue the spinoff of Archeo and will operate Archeo as a distinct division and changed its segment reporting to reflect the reallocation of its general corporate overhead expenses to the Call-driven segment. The Company revised its segment reporting to reflect changes in how the CODM internally measures segment performance. The tables below reflect these reclassifications to conform to the current presentation.

The Company’s Call-driven segment comprises its performance-based advertising business focused on driving phone calls. The Archeo segment comprises the Company’s click-based advertising and Internet domain name businesses. Segment expenses include both direct costs incurred by the segment businesses as well as an allocation of certain shared and indirect costs. Segment expenses exclude the following: stock-based compensation, amortization of intangible assets from acquisitions, acquisition and separation related costs, and other income (expense).

A measure of segment assets is not currently provided to the Company’s CODM and has therefore not been disclosed. The change in the Company’s operating segments during the fourth quarter of 2012 also resulted in a change in the Company’s reporting units for purposes of assessment potential impairment of goodwill. Goodwill was reallocated to the Company’s two reporting units based on their respective fair values and the Company recognized an impairment of goodwill of $15.8 million related to its Archeo segment. The carrying amount of goodwill by operating segment at December 31, 2013 was approximately $63.3 million and $2.4 million for Call-driven and Archeo, respectively.

Selected segment information (in thousands):


	Year ended December 31, 2013
	Call-driven		Archeo		Total
Revenue	$	135,126	$	17,424	$	152,550
Operating expenses		128,829		11,705		140,534
Gain on sales of intangible assets		—		3,774		3,774

Segment profit	$	6,297	$	9,493	$	15,790
Less reconciling items:
Stock based compensation						9,237
Amortization of intangible assets from acquisitions						2,926
Acquisition and separation related costs						878
Interest expense and other, net						37

Income from continuing operations before provision for income taxes					$	2,712


	Year ended December 31, 2012
	Call-driven		Archeo		Total
Revenue	$	111,886	$	20,908	$	132,794
Operating expenses		106,795		12,582		119,377
Gain on sales of intangible assets		—		6,296		6,296

Segment profit	$	5,091	$	14,622	$	19,713
Less reconciling items:
Stock based compensation						15,638
Impairment of goodwill						15,837
Amortization of intangible assets from acquisitions						4,728
Acquisition and separation related costs						753
Interest expense and other, net						449

Loss from continuing operations before provision for income taxes					$	(17,692	)


	Year ended December 31, 2011
	Call-driven		Archeo		Total
Revenue	$	101,830	$	36,896	$	138,726
Operating expenses		97,270		22,740		120,010
Gain on sales of intangible assets		—		9,421		9,421

Segment profit	$	4,560	$	23,577	$	28,137
Less reconciling items:
Stock based compensation						15,068
Amortization of intangible assets from acquisitions						5,455
Acquisition and separation related costs						1,890
Interest expense and other, net						458

Income from continuing operations before provision for income taxes					$	5,266

Revenues from advertisers by geographical areas are tracked on the basis of the location of the advertiser. The vast majority of the Company’s revenue and accounts receivable are derived from domestic sales to advertisers engaged in various mobile, online and other activities.

Revenues by geographic region are as follows (in percentages):


	Years ended December 31,
	2011			2012			2013
United States		94	%		94	%		95	%
Canada		6	%		6	%		5	%
Other countries		*			*			*

		100	%		100	%		100	%

*	Less than 1% of revenue

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details

Discontinued Operations

12 Months Ended

Dec. 31, 2013

Discontinued Operations

(14) Discontinued Operations

On July 19, 2013, we completed the sale of certain pay-per-click advertising services to an unrelated third party. Accordingly, we have presented the results of operations of these certain pay-per-click assets in the consolidated financial statements as discontinued operations, net of tax, for the current and all historical periods. The operating results for the discontinued operations were as follows (in thousands):


	Years ended December 31,
	2011		2012			2013
Revenue	$	8,000	$	5,512		$	3,185
Income (loss) before provision for income taxes		306		(947	)		(111	)
Income tax expense (benefit)		102		(9	)		(41	)

Income (loss) from discontinued operations, net of tax	$	204	$	(938	)	$	(70	)

Gain on sale of discontinued operations		—		—			1,492
Income tax expense (benefit)		—		—			562

Gain on sale of discontinued operations, net of tax	$	—	$	—		$	930

Discontinued operations, net of tax	$	204	$	(938	)		860

The net cash proceeds from the sale were approximately $1.1 million. The net carrying value of liabilities assumed net of goodwill associated with the component sold was approximately $435,000 as of July 19, 2013, resulting in a net gain of $1.5 million from the sale. The sale includes contingent earn-out consideration payments that depend upon the achievement of certain thresholds and will be recognized as income when received.

- Definition

The entire disclosure for the facts and circumstances leading to the completed or expected disposal, manner and timing of disposal, the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the segment in which the disposal group was reported, and the classification (whether sold or classified as held for sale) and carrying value of the assets and liabilities comprising the disposal group. Includes all disposal groups, including those classified as components of the entity (discontinued operations).

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+ Details

Description of Business and Summary of Significant Accounting Policies and Practices (Policies)

12 Months Ended

Dec. 31, 2013

Description of Business and Basis of Presentation

(a) Description of Business and Basis of Presentation

Acquisition

Proposed Separation Update

Cash and Cash Equivalents

(b) Cash and Cash Equivalents

Fair Value of Financial Instruments

(c) Fair Value of Financial Instruments

Accounts Receivable

(d) Accounts Receivable

Allowance for Doubtful Accounts

The allowance for doubtful account activity for the periods indicated is as follows (in thousands):


	Balance at beginning of period		Charged to costs and expenses		Write-offs, net of recoveries		Balance at end of period
December 31, 2011		457		453		117		793
December 31, 2012		793		594		810		577
December 31, 2013		577		772		728		621

Allowance for Advertiser Credits

The allowance for advertiser credits activity for the periods indicated is as follows (in thousands):


	Balance at beginning of period		Additions charged against revenue		Credits processed		Balance at end of period
December 31, 2011		639		690		856		473
December 31, 2012		473		1,186		1,074		585
December 31, 2013		585		994		870		709

Property and Equipment

(e) Property and Equipment

Impairment or Disposal of Long-Lived Assets

(f) Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed in business combinations accounted for under the purchase method.

(g) Impairment or Disposal of Long-Lived Assets

Revenue Recognition

(h) Revenue Recognition

The following table presents our revenues, by revenue source, for the periods presented (in thousands):


	Years ended December 31,
	2011		2012		2013
Partner and Other Revenue Sources	$	118,210	$	121,904	$	141,617
Proprietary Web site Traffic Sources and Domain Name Revenue		20,516		10,890		10,933

Total Revenue	$	138,726	$	132,794	$	152,550

Service Costs

(i) Service Costs

Advertising Expenses

(j) Advertising Expenses

Other Intangible Assets and Product Development

(k) Other Intangible Assets and Product Development

Income Taxes

(l) Income Taxes

Stock-Based Compensation

(m) Stock-Based Compensation

Use of Estimates

(n) Use of Estimates

Concentrations

(o) Concentrations

The advertisers representing more than 10% of consolidated revenue are as follows (in percentages):


	Years ended December 31,
	2011			2012			2013
Advertiser A		32	%		28	%		25	%
Advertiser B		*			*			13	%
Advertiser C		*			*			12	%

Advertiser A is also a distribution partner.

The outstanding receivable balance for each advertiser representing more than 10% of consolidated accounts receivable is as follows (in percentages):


	At December 31,
	2012			2013
Advertiser A		36	%		41	%
Advertiser B		11	%		14	%
Advertiser C		*			13	%

*	Less than 10%.

Net Income (Loss) Per Share

(q) Net Income (Loss) Per Share


	Twelve months ended December 31,
	2011					2012						2013
	Class A		Class B			Class A			Class B			Class A		Class B
Basic net income (loss) per share:
Numerator:
Net income (loss) from continuing operations	$	744	$	2,011		$	(9,900	)	$	(24,358	)	$	222	$	735
Dividends paid to participating securities		—		(259	)		—			(657	)		—		—

Net income (loss) from continuing operations applicable to common stockholders	$	744	$	1,752		$	(9,900	)	$	(25,015	)	$	222	$	735
Discontinued operations, net of tax		55		149			(264	)		(674	)		199		661

Net income (loss) applicable to common stockholders	$	799	$	1,901		$	(10,164	)	$	(25,689	)	$	421	$	1,396

Denominator:
Weighted average number of shares outstanding used to calculate basic net income (loss) per share		9,928		23,358			9,574			24,412			8,816		26,798

Basic net income (loss) per share:
Net income (loss) from continuing operations applicable to common stockholders	$	0.07	$	0.07		$	(1.03	)	$	(1.02	)	$	0.03	$	0.03
Discontinued operations, net of tax		0.01		0.01			(0.03	)		(0.03	)		0.02		0.02

Basic net income (loss) per share applicable to common stockholders	$	0.08	$	0.08		$	(1.06	)	$	(1.05	)	$	0.05	$	0.05


	Twelve months ended December 31,
	2011					2012						2013
	Class A		Class B			Class A			Class B			Class A		Class B
Diluted net income (loss) per share:
Numerator:
Net income (loss) from continuing operations	$	745	$	2,010		$	(9,900	)	$	(24,358	)	$	217	$	740
Dividends paid to participating securities		—		(259	)		—			(657	)		—		—
Reallocation of net income (loss) for Class A shares as a result of conversion of Class A to Class B shares		—		745			—			(9,900	)		—		217

Net income (loss) from continuing operations applicable to common stockholders	$	745	$	2,496		$	(9,900	)	$	(34,915	)	$	217	$	957
Discontinued operations, net of tax		54		150			(264	)		(674	)		195		665
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B share		—		54			—			(264	)		—		195

Diluted discontinued operations, net of tax	$	54	$	204		$	(264	)	$	(938	)	$	195	$	860

Net income (loss) applicable to common stockholders	$	799	$	2,700		$	(10,164	)	$	(35,853	)	$	412	$	1,817

Weighted average number of shares outstanding used to calculate basic net income (loss) per share		9,928		23,358			9,574			24,412			8,816		26,798
Weighted average stock options and common shares subject to repurchase or cancellation		—		2,032			—			—			—		1,385
Conversion of Class A to Class B common shares outstanding		—		9,928			—			9,574			—		8,816

Weighted average number of shares outstanding used to calculate diluted net income (loss) per share		9,928		35,318			9,574			33,986			8,816		36,999

Diluted net income (loss) per share:
Net income (loss) from continuing operations applicable to common stockholders	$	0.07	$	0.07		$	(1.03	)	$	(1.02	)	$	0.03	$	0.03
Discontinued operations, net of tax		0.01		0.01			(0.03	)		(0.03	)		0.02		0.02

Diluted net income (loss) per share applicable to common stockholders	$	0.08	$	0.08		$	(1.06	)	$	(1.05	)	$	0.05	$	0.05

The computation of diluted net income (loss) per share excludes the following because their effect would be anti-dilutive (in thousands):

•

For the years ended December 31, 2011, 2012 and 2013, outstanding options to acquire 4,792, 7,029, and 4,565 shares, respectively, of Class B common stock.

•

For the year ended December 31, 2012 and 2013, 131 and 43 restricted stock units with vesting based on meeting certain service and market conditions, respectively.

•

Guarantees

(r) Guarantees

Deferred Acquisition Payment

(s) Deferred Acquisition Payment

The Company’s deferred acquisition payments represent consideration payable related to a business combination. Both deferred acquisition payments were paid in cash in April 2012 and October 2012.

Accounting Standards Issued Not Yet Adopted

(t) Accounting Standards Issued Not Yet Adopted

Description of Business and Summary of Significant Accounting Policies and Practices (Tables)

12 Months Ended

Dec. 31, 2013

Allowance for Doubtful Account and Advertiser Credit Activity

The allowance for doubtful account activity for the periods indicated is as follows (in thousands):


	Balance at beginning of period		Charged to costs and expenses		Write-offs, net of recoveries		Balance at end of period
December 31, 2011		457		453		117		793
December 31, 2012		793		594		810		577
December 31, 2013		577		772		728		621

The allowance for advertiser credits activity for the periods indicated is as follows (in thousands):


	Balance at beginning of period		Additions charged against revenue		Credits processed		Balance at end of period
December 31, 2011		639		690		856		473
December 31, 2012		473		1,186		1,074		585
December 31, 2013		585		994		870		709

Revenues

The following table presents our revenues, by revenue source, for the periods presented (in thousands):


	Years ended December 31,
	2011		2012		2013
Partner and Other Revenue Sources	$	118,210	$	121,904	$	141,617
Proprietary Web site Traffic Sources and Domain Name Revenue		20,516		10,890		10,933

Total Revenue	$	138,726	$	132,794	$	152,550

Schedule of Concentration of Risk Based on Consolidated Revenue

The advertisers representing more than 10% of consolidated revenue are as follows (in percentages):


	Years ended December 31,
	2011			2012			2013
Advertiser A		32	%		28	%		25	%
Advertiser B		*			*			13	%
Advertiser C		*			*			12	%

Advertiser A is also a distribution partner.

Schedule of Concentration of Risk Based on Accounts Receivable

The outstanding receivable balance for each advertiser representing more than 10% of consolidated accounts receivable is as follows (in percentages):


	At December 31,
	2012			2013
Advertiser A		36	%		41	%
Advertiser B		11	%		14	%
Advertiser C		*			13	%

*	Less than 10%.

Computation of Net Income (Loss) per Share Basic and Diluted


	Twelve months ended December 31,
	2011					2012						2013
	Class A		Class B			Class A			Class B			Class A		Class B
Basic net income (loss) per share:
Numerator:
Net income (loss) from continuing operations	$	744	$	2,011		$	(9,900	)	$	(24,358	)	$	222	$	735
Dividends paid to participating securities		—		(259	)		—			(657	)		—		—

Net income (loss) from continuing operations applicable to common stockholders	$	744	$	1,752		$	(9,900	)	$	(25,015	)	$	222	$	735
Discontinued operations, net of tax		55		149			(264	)		(674	)		199		661

Net income (loss) applicable to common stockholders	$	799	$	1,901		$	(10,164	)	$	(25,689	)	$	421	$	1,396

Denominator:
Weighted average number of shares outstanding used to calculate basic net income (loss) per share		9,928		23,358			9,574			24,412			8,816		26,798

Basic net income (loss) per share:
Net income (loss) from continuing operations applicable to common stockholders	$	0.07	$	0.07		$	(1.03	)	$	(1.02	)	$	0.03	$	0.03
Discontinued operations, net of tax		0.01		0.01			(0.03	)		(0.03	)		0.02		0.02

Basic net income (loss) per share applicable to common stockholders	$	0.08	$	0.08		$	(1.06	)	$	(1.05	)	$	0.05	$	0.05


	Twelve months ended December 31,
	2011					2012						2013
	Class A		Class B			Class A			Class B			Class A		Class B
Diluted net income (loss) per share:
Numerator:
Net income (loss) from continuing operations	$	745	$	2,010		$	(9,900	)	$	(24,358	)	$	217	$	740
Dividends paid to participating securities		—		(259	)		—			(657	)		—		—
Reallocation of net income (loss) for Class A shares as a result of conversion of Class A to Class B shares		—		745			—			(9,900	)		—		217

Net income (loss) from continuing operations applicable to common stockholders	$	745	$	2,496		$	(9,900	)	$	(34,915	)	$	217	$	957
Discontinued operations, net of tax		54		150			(264	)		(674	)		195		665
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B share		—		54			—			(264	)		—		195

Diluted discontinued operations, net of tax	$	54	$	204		$	(264	)	$	(938	)	$	195	$	860

Net income (loss) applicable to common stockholders	$	799	$	2,700		$	(10,164	)	$	(35,853	)	$	412	$	1,817

Weighted average number of shares outstanding used to calculate basic net income (loss) per share		9,928		23,358			9,574			24,412			8,816		26,798
Weighted average stock options and common shares subject to repurchase or cancellation		—		2,032			—			—			—		1,385
Conversion of Class A to Class B common shares outstanding		—		9,928			—			9,574			—		8,816

Weighted average number of shares outstanding used to calculate diluted net income (loss) per share		9,928		35,318			9,574			33,986			8,816		36,999

Diluted net income (loss) per share:
Net income (loss) from continuing operations applicable to common stockholders	$	0.07	$	0.07		$	(1.03	)	$	(1.02	)	$	0.03	$	0.03
Discontinued operations, net of tax		0.01		0.01			(0.03	)		(0.03	)		0.02		0.02

Diluted net income (loss) per share applicable to common stockholders	$	0.08	$	0.08		$	(1.06	)	$	(1.05	)	$	0.05	$	0.05

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2013

Property and Equipment

Property and equipment consisted of the following (in thousands):


	Years ended December 31,
	2012 ⁽¹⁾			2013 ⁽¹⁾
Computer and other related equipment	$	15,842		$	17,794
Purchased and internally developed software		7,452			7,672
Furniture and fixtures		1,242			1,319
Leasehold improvements		1,809			1,829

	$	26,345		$	28,614
Less: accumulated depreciation and amortization		(20,340	)		(23,174	)

Property and equipment, net	$	6,005		$	5,440

(1)	Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $15.8 million and $17.4 million at December 31, 2012 and 2013, respectively.

Commitments (Tables)

12 Months Ended

Dec. 31, 2013

Future Minimum Payments

Future minimum payments are approximately as follows (in thousands):


	Facilities operating leases		Other contractual obligations		Total
2014		2,287		3,170		5,457
2015		2,225		1,403		3,628
2016		2,267		885		3,152
2017		2,333		—		2,333
2018 and after		577		—		577

Total minimum payments	$	9,689	$	5,458	$	15,147

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Income Loss from Continuing Operations Before Provision for Income Taxes

The components of income (loss) from continuing operations before provision for income taxes consist of the following (in thousands):


	Years ended December 31,
	2011			2012			2013
United States	$	5,513		$	(17,696	)	$	2,710
Foreign		(247	)		4			2

Income (loss) before provision for income taxes	$	5,266		$	(17,692	)	$	2,712

Provision Benefit for Income Taxes from Continuing Operations

The provision (benefit) for income taxes from continuing operations for the Company consists of the following (in thousands):


	Years ended December 31,
	2011			2012			2013
Current provision (benefit)
Federal	$	(340	)	$	(69	)	$	(11	)
State		16			63			34
Foreign		—			2			—
Deferred provision
Federal		1,884			4,139			874
State		—			—			—
Tax expense (benefit) of equity adjustment for stock option exercises and restricted stock vesting		824			(4,227	)		(76	)
Valuation allowance		—			16,400			651
Other		127			258			283

Total income tax expense	$	2,511		$	16,566		$	1,755

Schedule of Effective Income Tax Rate Reconciliation


	Years ended December 31,
	2011			2012			2013
Income tax expense (benefit) at U.S. statutory rate	$	1,790		$	(6,016	)	$	922
State taxes, net of valuation allowance		42			40			17
Non-deductible stock compensation		652			589			571
Non-deductible goodwill impairment		—			3,534			—
Effect of rate change on deferred items		—			1,289			—
Valuation allowance		—			16,400			651
Effect of non-U.S. operations, net of valuation allowance		84			—			—
Research tax credits		(722	)		(242	)		(851	)
Other non-deductible expenses		665			972			445

Total income tax expense	$	2,511		$	16,566		$	1,755

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below (in thousands):


	As of December 31,
	2012			2013
Deferred tax assets:
Accrued liabilities not currently deductible	$	1,685		$	1,631
Intangible assets-excess of financial statement over tax amortization		15,333			14,208
Goodwill recognized on financial statements in excess of tax amortization		18,976			15,420
Stock-based compensation		4,834			5,158
Federal net operating losses and AMT credit carryforwards		3,519			3,897
State and city net operating loss carryforwards		5,074			5,883
Research & experimental tax credit carryforwards		1,478			2,613
Other		329			582

Gross deferred tax assets		51,228			49,392
Valuation allowance		(21,575	)		(23,034	)

Net deferred tax assets		29,653			26,358
Deferred tax liabilities:
Excess of tax over financial statement depreciation		1,146			204

Total deferred tax liabilities		1,146			204

Net deferred tax assets	$	28,507		$	26,154

Reconciliation of Tax Contingencies

The following table summarizes the activity related to the Company’s tax contingencies from January 1, 2011 to December 31, 2013 (in thousands):


Gross tax contingencies—January 1, 2011	$	546
Gross increases to tax positions associated with prior periods	$	66
Gross increases to current period tax positions	$	156
Gross decreases to tax positions associated with prior periods	$	(362	)
Settlements	$	(101	)
Lapse of statute of limitations	$	—

Gross tax contingencies—December 31, 2011	$	305
Gross increases to tax positions associated with prior periods	$	28
Gross increases to current period tax positions	$	—
Gross decreases to tax positions associated with prior periods	$	(83	)
Settlements	$	—
Lapse of statute of limitations	$	—

Gross tax contingencies—December 31, 2012	$	250
Gross increases to tax positions associated with prior periods	$	—
Gross increases to current period tax positions	$	284
Gross decreases to tax positions associated with prior periods	$	—
Settlements	$	—
Lapse of statute of limitations	$	—

Gross tax contingencies—December 31, 2013	$	534

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2013

Quarterly Dividends Declared

During 2011 and 2012, the Company’s board of directors declared the following quarterly dividends on the Company’s Class A common stock and Class B common stock:


Approval Date	Per share dividend		Date of record	Total amount (in thousands)		Payment date
January 2011	$	0.02	February 4, 2011	$	712	February 15, 2011
April 2011	$	0.02	May 6, 2011	$	743	May 16, 2011
July 2011	$	0.02	August 5, 2011	$	738	August 15, 2011
October 2011	$	0.02	November 5, 2011	$	745	November 15, 2011
January 2012	$	0.02	February 3, 2012	$	751	February 15, 2012
April 2012	$	0.02	May 4, 2012	$	743	May 15, 2012
July 2012	$	0.02	August 3, 2012	$	755	August 15, 2012
August 2012	$	0.015	August 16, 2012	$	566	August 31, 2012
October 2012	$	0.035	November 2, 2012	$	1,300	November 15, 2012
December 2012	$	0.14	December 18, 2012	$	5,300	December 31, 2012

Stock Based Compensation Expense Included in Operating Expense

Stock-based compensation expense was included in the following operating expense categories as follows (in thousands):


	Twelve months ended December 31,
	2011		2012		2013
Service costs	$	1,289	$	1,869	$	1,180
Sales and marketing		1,471		2,029		645
Product development		1,408		1,038		1,635
General and administrative		10,900		10,702		5,777

Total stock-based compensation	$	15,068	$	15,638	$	9,237

Income tax benefit related to stock-based compensation included in net income (loss) from continuing operations	$	5,023	$	4,728	$	2,575

Assumptions to Estimate the Fair Value for Stock Options at Grant Date

The following weighted average assumptions were used in determining the fair value of time-vested stock option grants for the periods presented:


	Years ended December 31,
	2011	2012	2013
Expected life (in years)	4.0 – 6.25	4.0 – 6.25	4.0 – 6.25
Risk-free interest rate	0.60% to 1.77%	0.47% to 0.78%	0.57% to 2.10%
Expected volatility	68% to 71%	65% to 70%	54% to 64%
Weighted average expected volatility	70%	67%	57%
Expected dividend yield	0.91%	1.33% to 3.11%	0.87% to 2.33%


	Years ended December 31,
	2011	2012	2013
Expected life (in years)	1.97 – 4.54	1.50 – 5.74	1.18 – 2.28
Risk-free interest rate	1.94%	1.81%	2.89%
Expected volatility	57%	60%	61%
Weighted average expected volatility	57%	60%	61%
Expected dividend yield	1.26%	3.17%	0.89%

Stock Option and Restricted Stock Award Activity

Stock option, restricted stock award and restricted stock unit activity during the period indicated is as follows:


	Options and Restricted Stock available for grant			Number of options outstanding			Weighted average exercise price of options		Weighted average remaining contractual term (in years)		Aggregate intrinsic value (in thousands)
Balance at December 31, 2010		1,924,766			6,410,589		$	8.48		7.20
Increase to option pool January 1, 2011		1,774,752
Options granted ⁽¹⁾		(1,735,950	)		1,735,950			7.28
Restricted stock granted		(1,603,899	)		—
Restricted stock forfeited		62,125			—
Options exercised		—			(410,662	)		4.28
Options expired		277,775			(277,775	)		14.47
Options forfeited		254,318			(254,318	)		6.70

Balance at December 31, 2011		953,887			7,203,784		$	8.24		6.81
Increase to option pool January 1, 2012		1,877,411
Options granted ⁽¹⁾		(915,500	)		915,500			4.13
Restricted stock granted		(1,343,250	)		—
Restricted stock forfeited		723,232			—
Options exercised		—			(6,556	)		4.13
Options expired		407,505			(407,505	)		11.04
Options forfeited		675,863			(675,863	)		7.04

Balance at December 31, 2012		2,379,148			7,029,360		$	7.67		6.28	$	506
Increase to option pool January 1, 2013		1,877,388			—
Options granted ⁽¹⁾		(2,305,422	)		2,305,422			5.91
Restricted stock granted		(1,528,224	)		—
Restricted stock forfeited		212,711			—
Options exercised		—			(560,496	)		5.23
Options expired		718,889			(718,889	)		6.93
Options forfeited		347,684			(347,684	)		5.67

Balance at December 31, 2013		1,702,174			7,707,713		$	7.48		6.99	$	17,148

Options exercisable at December 31, 2013 ⁽²⁾					4,343,185		$	8.72		5.41	$	7,575

(1)	Includes 313,400, 202,000, and 173,750 stock options issued in 2011, 2012 and 2013, respectively, which have vesting based on a combination of certain service and market conditions.

(2)	Includes 828,125 stock options which have vested based on meeting a combination of certain service and market conditions.

Outstanding and Exercisable Options

The following table summarizes information concerning currently outstanding and exercisable options at December 31, 2013:


Options Outstanding							Options Exercisable
Range of exercise prices per share	Number Outstanding		Average remaining contractual life (in years)		Weighted Average Exercise price per share		Number exercisable		Weighted average exercise price per share
$ 3.18 – $ 4.06		530,425		8.51	$	3.82		118,729	$	3.63
$ 4.10 – $ 4.20		889,426		9.20		4.20		16,911		4.17
$ 4.22 – $ 4.63		1,010,625		7.08		4.53		686,035		4.59
$ 4.64 – $ 5.47		872,554		6.49		4.99		781,003		4.99
$ 5.48 – $ 6.00		192,500		8.43		5.80		48,000		5.61
$ 6.01 – $ 6.35		833,200		8.03		6.33		431,547		6.35
$ 6.38 – $ 8.77		1,276,210		7.73		8.10		693,706		8.58
$ 8.80 – $10.19		847,087		8.04		9.27		311,568		9.73
$10.33 – $12.93		771,286		3.04		11.85		771,286		11.85
$13.29 – $24.54		484,400		1.95		19.02		484,400		19.02

		7,707,713		6.98	$	7.48		4,343,185	$	8.72

Information related to stock compensation activity during the period indicated is as follows:


	Years ended December 31,
	2011		2012		2013
Weighted average fair value of options granted	$	3.54	$	1.78	$	2.56
Intrinsic value of options exercised (in thousands)	$	1,885	$	7	$	1,463
Total grant date fair value of restricted stock vested (in thousands)	$	4,056	$	22,015	$	5,751

Summary of Restricted Stock Awards and Restricted Stock Units

Restricted stock awards and restricted stock unit activity for the years ended December 31, 2011, 2012 and 2013 is summarized as follows:


	Shares/ Units			Weighted Average Grant Date Fair Value
Unvested at December 31, 2010		3,468,750		$	8.13
Granted ⁽¹⁾		1,603,899			7.20
Vested		(721,500	)		5.63
Forfeited		(62,125	)		6.42

Unvested at December 31, 2011		4,289,024			8.23
Granted ⁽²⁾		1,343,250			3.79
Vested		(2,323,431	)		9.47
Forfeited		(745,332	)		7.08

Unvested at December 31, 2012		2,563,511			5.12
Granted ⁽²⁾		1,528,224			5.43
Vested		(1,169,581	)		4.92
Forfeited		(212,711	)		4.77

Unvested at December 31, 2013		2,709,443			5.41

(1)	Includes 104,100 restricted stock units issued in 2011 which entitle the holder to receive one share of the Company’s Class B common stock upon satisfaction of certain service and market conditions.

(2)	Includes 202,000 and 173,750 restricted stock awards issued in 2012 and 2013, which vest upon satisfaction of certain service and market conditions.

Acquisition (Tables)

12 Months Ended

Dec. 31, 2013

Summary of Consideration for Acquisition

A summary of the consideration for the acquisition is as follows (in thousands):


Cash	$	16,563
Stock issued		7,603
Future consideration paid		34,695

Total	$	58,861

Summary of Allocation of Fair Value of Assets Acquired and Liabilities Assumed

The following summarizes the allocation of the fair value of the assets acquired and the liabilities assumed at December 31, 2011 (in thousands):


Cash acquired	$	761
Accounts receivable		4,740
Deferred tax assets		2,538
Other current assets		62
Property and equipment		206
Other non-current assets		148
Intangible assets		11,966
Goodwill		47,290

Total assets acquired		67,711
Current liabilities		(5,512	)
Deferred tax liabilities		(3,246	)
Other non-current liabilities		(92	)

Total liabilities assumed		(8,850	)

Net assets acquired	$	58,861

Unaudited Pro Forma Information

The unaudited pro forma financial information is provided for information purposes only and is not necessarily indicative of the combined results that would have occurred had the acquisition taken place on the dates indicated, nor is it necessarily indicative of results that may occur in the future.


(in thousands)
	2011
Revenue	$	144,517
Net income (loss) from continuing operations		1,626
Net income (loss) applicable to common stockholders		1,570

Intangible Assets from Acquisitions (Tables)

12 Months Ended

Dec. 31, 2013

Intangible Assets from Acquisitions

Intangible assets from acquisitions consisted of the following (in thousands):


	As of December 31, 2012
	Gross Carrying Amount ⁽¹⁾		Accumulated Amortization ⁽¹⁾			Net
Advertiser relationship	$	3,070	$	(2,125	)	$	945
Distribution partner relationship		4,830		(2,787	)		2,043
Acquired technology		2,760		(2,388	)		372

	$	10,660	$	(7,300	)	$	3,360


	As of December 31, 2013
	Gross Carrying Amount ⁽¹⁾		Accumulated Amortization ⁽¹⁾			Net
Distribution partner relationship		4,830		(4,396	)		434

	$	4,830	$	(4,396	)	$	434

⁽¹⁾	Excludes the original cost and accumulated amortization of fully-amortized intangible assets which were $82.1 million and $87.7 million at December 31, 2012 and 2013, respectively.

Goodwill (Tables)

12 Months Ended

Dec. 31, 2013

Intangible and Other Assets, Net

Changes in the carrying amount of goodwill for the years ended December 31, 2012 and 2013 are as follows (in thousands):


	Call Driven		Archeo			Total
Balance as of December 31, 2011		—		—			82,644
Jingle acquisition		—		—			(53	)
Other		—		—			(37	)
Goodwill allocation between segments		63,305		19,249			—
Impairment		—		(16,739	)		(16,739	)

Balance as of December 31, 2012		63,305		2,510			65,815
Sales of certain pay-per-click advertising assets		—		(136	)		(136	)

Balance as of December 31, 2013	$	63,305	$	2,374		$	65,679

Intangible and Other Assets, Net (Tables)

12 Months Ended

Dec. 31, 2013

Intangible and other assets, net consisted of the following (in thousands):


	As of December 31,
	2012			2013
Internet domain names	$	14,910		$	14,514
Less accumulated amortization		(14,590	)		(14,376	)

Internet domain names, net		320			138
Other assets:
Registration fees, net		9			12
Other		282			334

Total intangibles and other assets, net	$	611		$	484

Segment Reporting and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2013

Segment Information

Selected segment information (in thousands):


	Year ended December 31, 2013
	Call-driven		Archeo		Total
Revenue	$	135,126	$	17,424	$	152,550
Operating expenses		128,829		11,705		140,534
Gain on sales of intangible assets		—		3,774		3,774

Segment profit	$	6,297	$	9,493	$	15,790
Less reconciling items:
Stock based compensation						9,237
Amortization of intangible assets from acquisitions						2,926
Acquisition and separation related costs						878
Interest expense and other, net						37

Income from continuing operations before provision for income taxes					$	2,712


	Year ended December 31, 2012
	Call-driven		Archeo		Total
Revenue	$	111,886	$	20,908	$	132,794
Operating expenses		106,795		12,582		119,377
Gain on sales of intangible assets		—		6,296		6,296

Segment profit	$	5,091	$	14,622	$	19,713
Less reconciling items:
Stock based compensation						15,638
Impairment of goodwill						15,837
Amortization of intangible assets from acquisitions						4,728
Acquisition and separation related costs						753
Interest expense and other, net						449

Loss from continuing operations before provision for income taxes					$	(17,692	)


	Year ended December 31, 2011
	Call-driven		Archeo		Total
Revenue	$	101,830	$	36,896	$	138,726
Operating expenses		97,270		22,740		120,010
Gain on sales of intangible assets		—		9,421		9,421

Segment profit	$	4,560	$	23,577	$	28,137
Less reconciling items:
Stock based compensation						15,068
Amortization of intangible assets from acquisitions						5,455
Acquisition and separation related costs						1,890
Interest expense and other, net						458

Income from continuing operations before provision for income taxes					$	5,266

Revenues by Geographic Region

Revenues by geographic region are as follows (in percentages):


	Years ended December 31,
	2011			2012			2013
United States		94	%		94	%		95	%
Canada		6	%		6	%		5	%
Other countries		*			*			*

		100	%		100	%		100	%

*	Less than 1% of revenue

Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2013

Operating Results for Discontinued Operations

The operating results for the discontinued operations were as follows (in thousands):


	Years ended December 31,
	2011		2012			2013
Revenue	$	8,000	$	5,512		$	3,185
Income (loss) before provision for income taxes		306		(947	)		(111	)
Income tax expense (benefit)		102		(9	)		(41	)

Income (loss) from discontinued operations, net of tax	$	204	$	(938	)	$	(70	)

Gain on sale of discontinued operations		—		—			1,492
Income tax expense (benefit)		—		—			562

Gain on sale of discontinued operations, net of tax	$	—	$	—		$	930

Discontinued operations, net of tax	$	204	$	(938	)		860

- Definition

Tabular disclosure of disposal groups, which may include the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the classification and carrying value of the assets and liabilities comprising the disposal group, and the segment in which the disposal group was reported. Also may include the amount of adjustments to amounts previously reported in discontinued operations such as resolution of contingencies arising from the disposal transaction or the operations of the component prior to disposal.

+ References + Details

Description of Business and Summary of Significant Accounting Policies and Practices - Additional Information (Detail) shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2013 USD ($) Entity Distributor shares	Dec. 31, 2012 USD ($) Distributor shares	Dec. 31, 2011 USD ($) Distributor shares	Apr. 07, 2011
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items]
Percentage of stock acquired	100.00%			100.00%
Property and equipment, estimated useful lives	3 years
Advertising costs \| $	$ 1.0	$ 1.8	$ 3.2
Number of financial institution \| Entity	1
Percentage of revenue as criteria for major distribution partners	15.00%	10.00%	10.00%
Number of distribution partners that were paid consolidated revenue \| Distributor	1	0	0
Minimum
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items]
Business acquisition, period of amortization of intangible assets	12 months
Maximum
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items]
Business acquisition, period of amortization of intangible assets	84 months
Leasehold Improvements \| Minimum
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items]
Property and equipment, estimated useful lives	3 years
Leasehold Improvements \| Maximum
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items]
Property and equipment, estimated useful lives	8 years
Primary Sources of Revenue
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items]
Concentration risk, percentage	77.00%	77.00%	77.00%
Secondary Sources of Revenue
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items]
Concentration risk, percentage	23.00%	23.00%	23.00%
Stock Options \| Class B
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items]
Anti-dilutive shares	4,565	7,029	4,792
Unvested Restricted Shares \| Class B
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items]
Anti-dilutive shares	174	2,433	134
Unvested Restricted Shares \| Class B \| Minimum
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items]
Shares Vesting period	2 years
Unvested Restricted Shares \| Class B \| Maximum
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items]
Shares Vesting period	6 years
Restricted Stock Units
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items]
Anti-dilutive shares	43	131
Class B common stock issued in lieu of cash for the deferred payments to acquisition
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items]
Anti-dilutive shares			5,987

Allowance for Doubtful Account Activity (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Financing Receivable, Allowance for Credit Losses [Line Items]
Balance at beginning of period	$ 577	$ 793	$ 457
Charged to costs and expenses	772	594	453
Write-offs, net of recoveries	728	810	117
Balance at end of period	$ 621	$ 577	$ 793

Allowance for Advertiser Credits Activity (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Financing Receivable, Allowance for Credit Losses [Line Items]
Balance at beginning of period	$ 585	$ 473	$ 639
Additions charged against revenue	994	1,186	690
Credits processed	870	1,074	856
Balance at end of period	$ 709	$ 585	$ 473

Revenues by Revenue Sources (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Revenue [Line Items]
Total Revenue	$ 152,550	$ 132,794	$ 138,726
Partner and Other Revenue Sources
Revenue [Line Items]
Total Revenue	141,617	121,904	118,210
Proprietary Web site Traffic Sources and Domain Name Revenue
Revenue [Line Items]
Total Revenue	$ 10,933	$ 10,890	$ 20,516

Schedules of Concentration of Risk Based on Consolidated Revenue (Detail) - Consolidated Revenue

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Advertiser A

25.00%

28.00%

32.00%

Advertiser B

13.00%

^[1]

Advertiser C

12.00%

^[1]

[1]	Less than 10%.

Schedules of Concentration of Risk Based on Accounts Receivable (Detail) - Accounts Receivable

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Advertiser A

41.00%

36.00%

Advertiser B

14.00%

11.00%

Advertiser C

13.00%

^[1]

[1]	Less than 10%.

Computation of Net Income Loss Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net income (loss) from continuing operations	$ 957	$ (34,258)	$ 2,755
Dividends paid to participating securities		(657)	(259)
Dividends paid to participating securities		(657)	(259)
Class A
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net income (loss) from continuing operations	222	(9,900)	744
Net income (loss) from continuing operations applicable to common stockholders	222	(9,900)	744
Discontinued operations, net of tax	199	(264)	55
Net income (loss) applicable to common stockholders, basic	421	(10,164)	799
Net income (loss) from continuing operations	217	(9,900)	745
Net income (loss) from continuing operations applicable to common stockholders	217	(9,900)	745
Discontinued operations, net of tax	195	(264)	54
Diluted discontinued operations, net of tax	195	(264)	54
Net income (loss) applicable to common stockholders	$ 412	$ (10,164)	$ 799
Denominator:
Weighted average number of shares outstanding used to calculate basic net income (loss) per share	8,816	9,574	9,928
Basic net income (loss) per share:
Net income (loss) from continuing operations applicable to common stockholders	$ 0.03	$ (1.03)	$ 0.07
Discontinued operations, net of tax	0.02	(0.03)	0.01
Basic net income (loss) per share applicable to common stockholders	$ 0.05	$ (1.06)	$ 0.08
Numerator:
Weighted average number of shares outstanding used to calculate basic net income (loss) per share	8,816	9,574	9,928
Weighted average number of shares outstanding used to calculate diluted net income (loss) per share	8,816	9,574	9,928
Diluted net income (loss) per share:
Net income (loss) from continuing operations applicable to common stockholders	$ 0.03	$ (1.03)	$ 0.07
Discontinued operations, net of tax	0.02	(0.03)	0.01
Diluted net income (loss) per share applicable to common stockholders	$ 0.05	$ (1.06)	$ 0.08
Class B
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net income (loss) from continuing operations	$ 735	$ (24,358)	$ 2,011
Dividends paid to participating securities		(657)	(259)
Net income (loss) from continuing operations applicable to common stockholders	735	(25,015)	1,752
Discontinued operations, net of tax	661	(674)	149
Net income (loss) applicable to common stockholders, basic	1,396	(25,689)	1,901
Net income (loss) from continuing operations	740	(24,358)	2,010
Dividends paid to participating securities		(657)	(259)
Reallocation of diluted discontinued operations for Class A shares as a result of conversion of Class A to Class B share	217	(9,900)	745
Net income (loss) from continuing operations applicable to common stockholders	957	(34,915)	2,496
Discontinued operations, net of tax	665	(674)	150
Diluted discontinued operations, net of tax	860	(938)	204
Net income (loss) applicable to common stockholders	$ 1,817	$ (35,853)	$ 2,700
Denominator:
Weighted average number of shares outstanding used to calculate basic net income (loss) per share	26,798	24,412	23,358
Basic net income (loss) per share:
Net income (loss) from continuing operations applicable to common stockholders	$ 0.03	$ (1.02)	$ 0.07
Discontinued operations, net of tax	0.02	(0.03)	0.01
Basic net income (loss) per share applicable to common stockholders	$ 0.05	$ (1.05)	$ 0.08
Numerator:
Weighted average number of shares outstanding used to calculate basic net income (loss) per share	26,798	24,412	23,358
Weighted average stock options and common shares subject to repurchase or cancellation	1,385		2,032
Conversion of Class A to Class B common shares outstanding	8,816	9,574	9,928
Weighted average number of shares outstanding used to calculate diluted net income (loss) per share	36,999	33,986	35,318
Diluted net income (loss) per share:
Net income (loss) from continuing operations applicable to common stockholders	$ 0.03	$ (1.02)	$ 0.07
Discontinued operations, net of tax	0.02	(0.03)	0.01
Diluted net income (loss) per share applicable to common stockholders	$ 0.05	$ (1.05)	$ 0.08
Class B \| Discontinued Operations
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Reallocation of diluted discontinued operations for Class A shares as a result of conversion of Class A to Class B share	$ 195	$ (264)	$ 54

Property and Equipment (Detail) - USD ($)
$ in Thousands

Dec. 31, 2013

Dec. 31, 2012

Less: accumulated depreciation and amortization

^[1]

$ 28,614

$ 26,345

^[1]

(23,174)

(20,340)

Property and equipment, net

^[1]

5,440

6,005

Computer and Other Related Equipment

Purchased and Internally Developed Software

^[1]

17,794

15,842

^[1]

7,672

7,452

Furniture and Fixtures

^[1]

1,319

1,242

Leasehold Improvements

^[1]

$ 1,829

$ 1,809

[1]	Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $15.8 million and $17.4 million at December 31, 2012 and 2013, respectively.

Property and Equipment (Parenthetical) (Detail) - USD ($)
$ in Thousands

Dec. 31, 2013

Dec. 31, 2012

Accumulated depreciation and amortization

^[1]

$ 28,614

$ 26,345

^[1]

23,174

20,340

Fully Depreciated Fixed Assets

Accumulated depreciation and amortization

17,400

15,800

$ 17,400

$ 15,800

[1]	Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $15.8 million and $17.4 million at December 31, 2012 and 2013, respectively.

Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense	$ 3.4	$ 3.2	$ 2.8

Credit Agreement - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2013	Apr. 30, 2008
Debt And Credit Agreements [Line Items]
Secured revolving credit facility		$ 30
Maturity period	Due in April 2014
Amended Credit Agreement
Debt And Credit Agreements [Line Items]
Maturity period	Apr. 01, 2017

Commitments - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Schedule Of Contractual Commitments [Line Items]
Expiration of operating lease agreements	Through 2018
Expiration of other contractual obligations	Through 2016
Rent expense	$ 1.9	$ 2.0	$ 2.1

Commitments (Detail) $ in Thousands	Dec. 31, 2013 USD ($)
Schedule Of Contractual Commitments [Line Items]
Facilities operating leases 2014	$ 2,287
Facilities operating leases 2015	2,225
Facilities operating leases 2016	2,267
Facilities operating leases 2017	2,333
Facilities operating leases 2018 and after	577
Facilities operating leases Total minimum payments	9,689
Other contractual obligations 2014	3,170
Other contractual obligations 2015	1,403
Other contractual obligations 2016	885
Other contractual obligations 2017
Other contractual obligations 2018 and after
Other contractual obligations, Total minimum payments	5,458
Total 2014	5,457
Total 2015	3,628
Total 2016	3,152
Total 2017	2,333
Total 2018 and after	577
Total minimum payments	$ 15,147

Income Loss from Continuing Operations Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Schedule of Income Before Income Tax [Line Items]
United States	$ 2,710	$ (17,696)	$ 5,513
Foreign	2	4	(247)
Income (loss) before provision for income taxes	$ 2,712	$ (17,692)	$ 5,266

Provision Benefit for Income Taxes from Continuing Operations (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Current provision (benefit)
Federal	$ (11)	$ (69)	$ (340)
State	34	63	16
Foreign		2
Deferred provision
Federal	874	4,139	1,884
State
Tax expense (benefit) of equity adjustment for stock option exercises and restricted stock vesting	(76)	(4,227)	824
Valuation allowance	651	16,400
Other	283	258	127
Total income tax expense	$ 1,755	$ 16,566	$ 2,511

Income Taxes - Additional Information (Detail) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Tax [Line Items]
U.S. federal income tax rates		34.00%	34.00%	34.00%
Research and development credits available to reduce income taxes	$ 1,478,000	$ 2,613,000	$ 1,478,000
Estimated tax benefit related to research tax credit for qualifying amounts		453,000	398,000
Change in the valuation allowance		1,400,000
Valuation allowance	21,575,000	23,034,000	21,575,000
Net operating loss carryforwards		7,000,000		$ 2,600,000
Income tax benefit (shortfall) of option exercises and restricted stock vesting, net		(76,000)	(4,000,000)	913,000
Income tax benefits realized from exercise of stock option and restricted stock		$ 0	0	2,500,000
Settlements				101,000
Research And Development Tax Credit
Income Tax [Line Items]
Net operating loss carryforwards expiration period		2029 through 2032
Change in the valuation allowance		$ 651,000
Jingle Networks, Inc
Income Tax [Line Items]
Net operating loss carryforwards recorded				7,000,000
Net operating loss carryforwards expiration year		2026
Net operating loss carryforwards utilized				2,600,000
Archeo
Income Tax [Line Items]
Impairment loss	15,800,000
Archeo \| Discontinued Operations
Income Tax [Line Items]
Impairment loss	902,000
State and Foreign Country Jurisdiction
Income Tax [Line Items]
Net operating loss carryforwards	$ 5,100,000	$ 6,000,000	$ 5,100,000
Net operating loss (NOL) carryforwards, valuation allowance percentage	100.00%	100.00%	100.00%
Audit of federal tax return for 2005 through 2009
Income Tax [Line Items]
Settlements				$ 463,000
Internal Revenue Service (IRS)
Income Tax [Line Items]
Net operating loss carryforwards recorded		$ 1,500,000	$ 1,200,000
Internal Revenue Service (IRS) \| NOL carryforwards in 2012
Income Tax [Line Items]
Net operating loss carryforwards expiration year		2033	2032
Federal
Income Tax [Line Items]
Net operating loss carryforwards expiration year		2019
Valuation allowance	$ 16,400,000		$ 16,400,000
Net operating loss carryforwards	$ 1,700,000	$ 1,700,000	$ 1,700,000

Computation of Income Tax Expense from Continuing Operations Using Federal Income Tax Rate (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Reconciliation Of Income Taxes [Line Items]
Income tax expense (benefit) at U.S. statutory rate	$ 922	$ (6,016)	$ 1,790
State taxes, net of valuation allowance	17	40	42
Non-deductible stock compensation	571	589	652
Non-deductible goodwill impairment		3,534
Effect of rate change on deferred items		1,289
Valuation allowance	651	16,400
Effect of non-U.S. operations, net of valuation allowance			84
Research tax credits	(851)	(242)	(722)
Other non-deductible expenses	445	972	665
Total income tax expense	$ 1,755	$ 16,566	$ 2,511

Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2013	Dec. 31, 2012
Deferred tax assets:
Accrued liabilities not currently deductible	$ 1,631	$ 1,685
Intangible assets-excess of financial statement over tax amortization	14,208	15,333
Goodwill recognized on financial statements in excess of tax amortization	15,420	18,976
Stock-based compensation	5,158	4,834
Federal net operating losses and AMT credit carryforwards	3,897	3,519
State and city net operating loss carryforwards	5,883	5,074
Research & experimental tax credit carryforwards	2,613	1,478
Other	582	329
Gross deferred tax assets	49,392	51,228
Valuation allowance	(23,034)	(21,575)
Net deferred tax assets	26,358	29,653
Deferred tax liabilities:
Excess of tax over financial statement depreciation	204	1,146
Total deferred tax liabilities	204	1,146
Net deferred tax assets	$ 26,154	$ 28,507

Reconciliation of Tax Contingencies (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Schedule of Unrecognized Tax Benefits [Line Items]
Gross tax contingencies, beginning balance	$ 250	$ 305	$ 546
Gross increases to tax positions associated with prior periods		28	66
Gross increases to current period tax positions	284		156
Gross decreases to tax positions associated with prior periods		(83)	(362)
Settlements			(101)
Lapse of statute of limitations
Gross tax contingencies, ending balance	$ 534	$ 250	$ 305

Stockholders Equity - Additional Information (Detail)	1 Months Ended							3 Months Ended									12 Months Ended
Stockholders Equity - Additional Information (Detail)	Jan. 31, 2014 USD ($) $ / shares shares	Dec. 31, 2013 USD ($) Vote $ / shares shares	Dec. 31, 2012 USD ($) $ / shares shares	Oct. 31, 2012 USD ($) $ / shares	Aug. 31, 2012 USD ($) $ / shares	Jan. 31, 2012 shares	Jan. 31, 2011 shares	Dec. 31, 2012 USD ($) $ / shares shares	Jul. 31, 2012 USD ($) $ / shares	Jun. 30, 2012 shares	Apr. 30, 2012 USD ($) $ / shares	Jan. 31, 2012 USD ($) $ / shares shares	Oct. 31, 2011 USD ($) $ / shares	Jul. 31, 2011 USD ($) $ / shares	Apr. 30, 2011 USD ($) $ / shares	Jan. 31, 2011 USD ($) $ / shares shares	Dec. 31, 2013 USD ($) Vote $ / shares shares	Dec. 31, 2012 USD ($) $ / shares shares	Dec. 31, 2011 USD ($) $ / shares shares	Nov. 30, 2006 shares
Shareholders Equity And Share Based Payments [Line Items]
Preferred stock, shares authorized		1,000,000															1,000,000
Common stock, shares authorized		137,500,000	137,500,000					137,500,000									137,500,000	137,500,000
Preferred stock, par value \| $ / shares		$ 0.01															$ 0.01
Treasury stock acquired, value \| $																	$ 119,000	$ 1,651,000	$ 6,159,000
Cash Dividend per share declared \| $ / shares				$ 0.035	$ 0.015			$ 0.140	$ 0.020		$ 0.020	$ 0.020	$ 0.020	$ 0.020	$ 0.020	$ 0.020
Per share dividend paid \| $ / shares																		$ 0.25	$ 0.08
Cash dividend paid \| $					$ 566,000
Dividend paid date				Nov. 15, 2012	Aug. 31, 2012			Dec. 31, 2012	Aug. 15, 2012		May 15, 2012	Feb. 15, 2012	Nov. 15, 2011	Aug. 15, 2011	May 16, 2011	Feb. 15, 2011
Date of record				Nov. 02, 2012	Aug. 16, 2012			Dec. 18, 2012	Aug. 03, 2012		May 04, 2012	Feb. 03, 2012	Nov. 05, 2011	Aug. 05, 2011	May 06, 2011	Feb. 04, 2011
Dividend paid \| $				$ 1,300,000	$ 566,000			$ 5,300,000	$ 755,000		$ 743,000	$ 751,000	$ 745,000	$ 738,000	$ 743,000	$ 712,000		$ 9,376,000	$ 2,938,000
Stock incentive plan, additional shares authorized																	1,877,388	1,877,411	1,774,752
Excess tax benefit \| $																	$ 3,000,000
Stock option compensation not yet recognized \| $		$ 8,500,000															8,500,000
Proceed from exercise of stock option \| $																	2,931,000	$ 27,000	$ 1,754,000
Income tax benefit (shortfall) of option exercises and restricted stock vesting, net \| $																	$ (384,000)	$ (4,006,000)	$ 913,000
Maximum
Shareholders Equity And Share Based Payments [Line Items]
Share repurchase program, number of shares authorized for repurchase		13,000,000															13,000,000			3,000,000
Equity Option
Shareholders Equity And Share Based Payments [Line Items]
Unrecognized compensation cost, weighted average recognition period																	2 years
Restricted Stock
Shareholders Equity And Share Based Payments [Line Items]
Unrecognized compensation cost, weighted average recognition period																	1 year 10 months 24 days
Unrecognized compensation expense \| $		$ 12,600,000															$ 12,600,000
Equity awards vested								1,050,000		195,000
Shares received for withholding taxes																	220,000	391,000
Equity awards vested																	1,031,000	1,255,000
Minimum withholding tax \| $																	$ 1,800,000	$ 1,600,000
Excess Tax Benefits from Stock Based Compensation Expense
Shareholders Equity And Share Based Payments [Line Items]
Income tax benefit (shortfall) of option exercises and restricted stock vesting, net \| $																	$ (76,000)
Stock Incentive Plan 2003
Shareholders Equity And Share Based Payments [Line Items]
Stock incentive plan, annual increase as a percentage of outstanding common stock																	5.00%
Stock incentive plan, additional shares authorized						1,877,411	1,774,752
Stock incentive plan, shares available for grant						19,553,758	17,676,347					19,553,758				17,676,347
Stock Incentive Plan 2003 \| Maximum
Shareholders Equity And Share Based Payments [Line Items]
Stock incentive plan, shares authorized		8,000,000															8,000,000
Stock Incentive Plan 2003 \| Equity Option
Shareholders Equity And Share Based Payments [Line Items]
Stock incentive plan, shares authorized		4,000,000															4,000,000
Stock Incentive Plan Twenty Twelve
Shareholders Equity And Share Based Payments [Line Items]
Stock incentive plan, shares authorized		5,377,388															5,377,388
Stock incentive plan, annual increase as a percentage of outstanding common stock																		5.00%
Stock incentive plan, additional shares authorized		1,877,388
Stock incentive plan, options term																		10 years
Stock incentive plan, options annual vesting percentage			25.00%					25.00%										25.00%
Stock incentive plan, vesting period																		4 years
Stock Incentive Plan Twenty Twelve \| Equity Option \| Maximum
Shareholders Equity And Share Based Payments [Line Items]
Stock incentive plan, shares authorized			3,500,000					3,500,000										3,500,000
Employee Stock Purchase Plan, Twenty Zero Four
Shareholders Equity And Share Based Payments [Line Items]
Stock incentive plan, shares authorized		300,000															300,000
Employee Stock Purchase Plan Twenty Fourteen
Shareholders Equity And Share Based Payments [Line Items]
Stock incentive plan, shares authorized		225,000															225,000
Percentage of compensation eligible for purchase of stock																	15.00%
Maximum value of stock employee is permitted to purchase in any calender year \| $																	$ 25,000
Subsequent Event
Shareholders Equity And Share Based Payments [Line Items]
Dividend paid date	Feb. 18, 2014
Date of record	Feb. 07, 2014
Dividend paid \| $	$ 771,000
Subsequent Event \| Stock Incentive Plan Twenty Twelve
Shareholders Equity And Share Based Payments [Line Items]
Stock incentive plan, shares authorized	7,301,899
Stock incentive plan, additional shares authorized	1,924,511
Fiscal Year 2013
Shareholders Equity And Share Based Payments [Line Items]
Cash Dividend per share declared \| $ / shares			$ 0.14
Dividend paid date			Dec. 31, 2012
Date of record			Dec. 18, 2012
Dividend paid \| $			$ 5,300,000
Class B
Shareholders Equity And Share Based Payments [Line Items]
Common stock, shares authorized		125,000,000	125,000,000					125,000,000									125,000,000	125,000,000
Votes per share \| Vote		1															1
Treasury stock acquired, shares																	31,000	387,000	883,000
Treasury stock acquired, value \| $																	$ 119,000	$ 1,700,000	$ 6,200,000
Treasury stock, shares retired																	679,000	1,200,000
Cash Dividend per share declared \| $ / shares					$ 0.035				$ 0.02
Per share dividend paid \| $ / shares					0.015
Class B \| Employee Stock Purchase Plan, Twenty Zero Four
Shareholders Equity And Share Based Payments [Line Items]
Common stock purchase price as a percentage of fair value																	95.00%
Stock purchased by eligible employee																	11,511	9,817	3,637
Class B \| Employee Stock Purchase Plan, Twenty Zero Four \| Maximum
Shareholders Equity And Share Based Payments [Line Items]
Stock purchased by eligible employee, price per share \| $ / shares																	$ 8.22	$ 4.24	$ 8.44
Class B \| Employee Stock Purchase Plan, Twenty Zero Four \| Minimum
Shareholders Equity And Share Based Payments [Line Items]
Stock purchased by eligible employee, price per share \| $ / shares																	$ 4.00	$ 3.43	$ 5.94
Class B \| Employee Stock Purchase Plan Twenty Fourteen
Shareholders Equity And Share Based Payments [Line Items]
Common stock purchase price as a percentage of fair value																	95.00%
Class B \| Subsequent Event
Shareholders Equity And Share Based Payments [Line Items]
Cash Dividend per share declared \| $ / shares	$ 0.02
Class A
Shareholders Equity And Share Based Payments [Line Items]
Common stock, shares authorized		12,500,000	12,500,000					12,500,000									12,500,000	12,500,000
Votes per share \| Vote		25															25
Cash Dividend per share declared \| $ / shares					0.035				$ 0.02
Per share dividend paid \| $ / shares					$ 0.015
Class A \| Subsequent Event
Shareholders Equity And Share Based Payments [Line Items]
Cash Dividend per share declared \| $ / shares	$ 0.02

Quarterly Dividends Declared (Detail) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended								12 Months Ended
	Oct. 31, 2012	Aug. 31, 2012	Dec. 31, 2012	Jul. 31, 2012	Apr. 30, 2012	Jan. 31, 2012	Oct. 31, 2011	Jul. 31, 2011	Apr. 30, 2011	Jan. 31, 2011	Dec. 31, 2012	Dec. 31, 2011
Dividend Declared [Line Items]
Approval Date	2012-10	2012-08	2012-12	2012-07	2012-04	2012-01	2011-10	2011-07	2011-04	2011-01	2012-12
Per share dividend	$ 0.035	$ 0.015	$ 0.140	$ 0.020	$ 0.020	$ 0.020	$ 0.020	$ 0.020	$ 0.020	$ 0.020
Date of record	Nov. 02, 2012	Aug. 16, 2012	Dec. 18, 2012	Aug. 03, 2012	May 04, 2012	Feb. 03, 2012	Nov. 05, 2011	Aug. 05, 2011	May 06, 2011	Feb. 04, 2011
Total amount	$ 1,300	$ 566	$ 5,300	$ 755	$ 743	$ 751	$ 745	$ 738	$ 743	$ 712	$ 9,376	$ 2,938
Payment date	Nov. 15, 2012	Aug. 31, 2012	Dec. 31, 2012	Aug. 15, 2012	May 15, 2012	Feb. 15, 2012	Nov. 15, 2011	Aug. 15, 2011	May 16, 2011	Feb. 15, 2011

Stock-Based Compensation Expense by Operating Expense (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	$ 9,237	$ 15,638	$ 15,068
Income tax benefit related to stock-based compensation included in net income (loss)	2,575	4,728	5,023
Service Costs
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	1,180	1,869	1,289
Sales and Marketing
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	645	2,029	1,471
Product Development
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	1,635	1,038	1,408
General and Administrative
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	$ 5,777	$ 10,702	$ 10,900

Assumptions to Estimate Fair Value for Stock Options at Grant Date (Detail)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Time Vested Stock Options
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items]
Risk-free interest rate, minimum	0.57%	0.47%	0.60%
Risk-free interest rate, maximum	2.10%	0.78%	1.77%
Expected volatility, minimum	54.00%	65.00%	68.00%
Expected volatility, maximum	64.00%	70.00%	71.00%
Weighted average expected volatility	57.00%	67.00%	70.00%
Time Vested Stock Options \| Minimum
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items]
Expected life (in years)	4 years	4 years	4 years
Expected dividend yield	0.87%	1.33%	0.91%
Time Vested Stock Options \| Maximum
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items]
Expected life (in years)	6 years 3 months	6 years 3 months	6 years 3 months
Expected dividend yield	2.33%	3.11%
Service and market based awards
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items]
Risk-free interest rate	2.89%	1.81%	1.94%
Expected volatility	61.00%	60.00%	57.00%
Weighted average expected volatility	61.00%	60.00%	57.00%
Expected dividend yield	0.89%	3.17%	1.26%
Service and market based awards \| Minimum
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items]
Expected life (in years)	1 year 2 months 5 days	1 year 6 months	1 year 11 months 19 days
Service and market based awards \| Maximum
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items]
Expected life (in years)	2 years 3 months 11 days	5 years 8 months 27 days	4 years 6 months 15 days

Summary of Stock Option and Restricted Stock Activity (Detail) - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options and restricted stock available for grant, Beginning Balance

2,379,148

953,887

1,924,766

Options and restricted stock available for grant, increase to option pool

1,877,388

1,877,411

1,774,752

Options granted

^[1]

(2,305,422)

(915,500)

(1,735,950)

Options expired

718,889

407,505

277,775

Options forfeited

347,684

675,863

254,318

Options and restricted stock available for grant, Ending Balance

1,702,174

^[2]

2,379,148

953,887

1,924,766

Number of options outstanding, Beginning Balance

7,029,360

7,203,784

6,410,589

Options granted

^[1]

2,305,422

915,500

1,735,950

Options exercised

(560,496)

(6,556)

(410,662)

Options expired

(718,889)

(407,505)

(277,775)

Options forfeited

(347,684)

(675,863)

(254,318)

Number of options outstanding, Ending Balance

7,707,713

7,029,360

7,203,784

6,410,589

Beginning Balance

$ 7.67

$ 8.24

$ 8.48

Options exercisable at December 31, 2012

^[2]

4,343,185

Options granted

^[1]

$ 5.91

4.13

7.28

Options exercised

5.23

4.13

4.28

Options expired

6.93

11.04

14.47

Options forfeited

5.67

7.04

6.70

Ending Balance

7.48

$ 7.67

$ 8.24

$ 8.48

Options exercisable at December 31, 2012

^[2]

$ 8.72

Aggregate intrinsic value, Options exercisable at December 31, 2012

^[2]

$ 7,575

Weighted average remaining contractual term, outstanding at the end of year

6 years 11 months 27 days

6 years 3 months 11 days

6 years 9 months 22 days

7 years 2 months 12 days

Weighted Average Remaining Contractual Term, Options exercisable at December 31, 2012

^[2]

5 years 4 months 28 days

Aggregate intrinsic value, Outstanding at December 31, 2012

$ 17,148

$ 506

Restricted Stock

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Restricted stock granted

(1,528,224)

(1,343,250)

(1,603,899)

Restricted stock forfeited

212,711

723,232

62,125

[1]	Includes 313,400, 202,000, and 173,750 stock options issued in 2011, 2012 and 2013, respectively, which have vesting based on a combination of certain service and market conditions.
[2]	Includes 828,125 stock options which have vested based on meeting a combination of certain service and market conditions.

Summary of Stock Option and Restricted Stock Activity (Parenthetical) (Detail) - Service and market based awards - shares	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options vested	173,750	202,000	313,400
Stock options exercisable, vested	828,125

Outstanding and Exercisable Options (Detail)	12 Months Ended
Outstanding and Exercisable Options (Detail)	Dec. 31, 2013 $ / shares shares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number Outstanding \| shares	7,707,713
Options Outstanding Average remaining contractual life (in years)	6 years 11 months 23 days
Options Outstanding Weighted Average Exercise price per share	$ 7.48
Number exercisable \| shares	4,343,185
Options Exercisable Weighted average exercise price per share	$ 8.72
Range One
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of exercise price per share, lower limit	3.18
Range of exercise price per share, upper limit	$ 4.06
Number Outstanding \| shares	530,425
Options Outstanding Average remaining contractual life (in years)	8 years 6 months 4 days
Options Outstanding Weighted Average Exercise price per share	$ 3.82
Number exercisable \| shares	118,729
Options Exercisable Weighted average exercise price per share	$ 3.63
Range Two
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of exercise price per share, lower limit	4.10
Range of exercise price per share, upper limit	$ 4.20
Number Outstanding \| shares	889,426
Options Outstanding Average remaining contractual life (in years)	9 years 2 months 12 days
Options Outstanding Weighted Average Exercise price per share	$ 4.20
Number exercisable \| shares	16,911
Options Exercisable Weighted average exercise price per share	$ 4.17
Range Three
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of exercise price per share, lower limit	4.22
Range of exercise price per share, upper limit	$ 4.63
Number Outstanding \| shares	1,010,625
Options Outstanding Average remaining contractual life (in years)	7 years 29 days
Options Outstanding Weighted Average Exercise price per share	$ 4.53
Number exercisable \| shares	686,035
Options Exercisable Weighted average exercise price per share	$ 4.59
Range Four
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of exercise price per share, lower limit	4.64
Range of exercise price per share, upper limit	$ 5.47
Number Outstanding \| shares	872,554
Options Outstanding Average remaining contractual life (in years)	6 years 5 months 27 days
Options Outstanding Weighted Average Exercise price per share	$ 4.99
Number exercisable \| shares	781,003
Options Exercisable Weighted average exercise price per share	$ 4.99
Range Five
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of exercise price per share, lower limit	5.48
Range of exercise price per share, upper limit	$ 6.00
Number Outstanding \| shares	192,500
Options Outstanding Average remaining contractual life (in years)	8 years 5 months 5 days
Options Outstanding Weighted Average Exercise price per share	$ 5.80
Number exercisable \| shares	48,000
Options Exercisable Weighted average exercise price per share	$ 5.61
Range Six
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of exercise price per share, lower limit	6.01
Range of exercise price per share, upper limit	$ 6.35
Number Outstanding \| shares	833,200
Options Outstanding Average remaining contractual life (in years)	8 years 11 days
Options Outstanding Weighted Average Exercise price per share	$ 6.33
Number exercisable \| shares	431,547
Options Exercisable Weighted average exercise price per share	$ 6.35
Range Seven
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of exercise price per share, lower limit	6.38
Range of exercise price per share, upper limit	$ 8.77
Number Outstanding \| shares	1,276,210
Options Outstanding Average remaining contractual life (in years)	7 years 9 months 7 days
Options Outstanding Weighted Average Exercise price per share	$ 8.10
Number exercisable \| shares	693,706
Options Exercisable Weighted average exercise price per share	$ 8.58
Range Eight
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of exercise price per share, lower limit	8.80
Range of exercise price per share, upper limit	$ 10.19
Number Outstanding \| shares	847,087
Options Outstanding Average remaining contractual life (in years)	8 years 15 days
Options Outstanding Weighted Average Exercise price per share	$ 9.27
Number exercisable \| shares	311,568
Options Exercisable Weighted average exercise price per share	$ 9.73
Range Nine
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of exercise price per share, lower limit	10.33
Range of exercise price per share, upper limit	$ 12.93
Number Outstanding \| shares	771,286
Options Outstanding Average remaining contractual life (in years)	3 years 15 days
Options Outstanding Weighted Average Exercise price per share	$ 11.85
Number exercisable \| shares	771,286
Options Exercisable Weighted average exercise price per share	$ 11.85
Range Ten
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of exercise price per share, lower limit	13.29
Range of exercise price per share, upper limit	$ 24.54
Number Outstanding \| shares	484,400
Options Outstanding Average remaining contractual life (in years)	1 year 11 months 12 days
Options Outstanding Weighted Average Exercise price per share	$ 19.02
Number exercisable \| shares	484,400
Options Exercisable Weighted average exercise price per share	$ 19.02

Stock Compensation Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average fair value of options granted	$ 2.56	$ 1.78	$ 3.54
Intrinsic value of options exercised (in thousands)	$ 1,463	$ 7	$ 1,885
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total grant date fair value of restricted stock vested (in thousands)	$ 5,751	$ 22,015	$ 4,056

Summary of Restricted Stock Awards and Restricted Stock Units (Detail) - Restricted Stock and Restricted Stock Units - $ / shares

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Unvested Shares, Beginning Balance

2,563,511

4,289,024

3,468,750

Granted, Shares

1,528,224

^[1]

1,343,250

^[1]

1,603,899

^[2]

Vested, Shares

(1,169,581)

(2,323,431)

(721,500)

Forfeited, Shares

(212,711)

(745,332)

(62,125)

Unvested Shares, Ending Balance

2,709,443

2,563,511

4,289,024

Weighted average grant date fair value, Beginning Balance

$ 5.12

$ 8.23

$ 8.13

Granted, Weighted average grant date fair value

5.43

^[1]

3.79

^[1]

7.20

^[2]

Vested, Weighted average grant date fair value

4.92

9.47

5.63

Forfeited, Weighted average grant date fair value

4.77

7.08

6.42

Weighted average grant date fair value, Ending Balance

$ 5.41

$ 5.12

$ 8.23

[1]	Includes 202,000 and 173,750 restricted stock awards issued in 2012 and 2013, which vest upon satisfaction of certain service and market conditions.
[2]	Includes 104,100 restricted stock units issued in 2011 which entitle the holder to receive one share of the Company's Class B common stock upon satisfaction of certain service and market conditions.

Summary of Restricted Stock Awards and Restricted Stock Units (Parenthetical) (Detail) - Restricted Stock and Restricted Stock Units - shares

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Granted, Shares

1,528,224

^[1]

1,343,250

^[1]

1,603,899

^[2]

Class B

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Granted, Shares

173,750

202,000

104,100

Common stock issued upon satisfaction of service and market conditions

[1]	Includes 202,000 and 173,750 restricted stock awards issued in 2012 and 2013, which vest upon satisfaction of certain service and market conditions.
[2]	Includes 104,100 restricted stock units issued in 2011 which entitle the holder to receive one share of the Company's Class B common stock upon satisfaction of certain service and market conditions.

401(k) Savings Plan - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Schedule of Postemployment Benefits [Line Items]
Cash Contributions	$ 186,000	$ 67,000

Acquisition - Additional Information (Detail) - USD ($)	1 Months Ended				12 Months Ended
Acquisition - Additional Information (Detail) - USD ($)	Oct. 31, 2012	Mar. 31, 2012	Apr. 30, 2011	Apr. 07, 2011	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Business Acquisition [Line Items]
Percentage of stock acquired				100.00%	100.00%
Cash, net of cash acquired				$ 15,801,000			$ 15,801,000
Future consideration, net of working capital adjustments				17,600,000
Future consideration payable, cash or share				18,000,000
Cash paid, net of working capital and other adjustments			$ 16,900,000
Cash paid, net of working capital and other adjustments, for 18 Months	$ 17,900,000
Fair value of shares issued				7,603,000	$ 7,603,000
Business acquisition, share price					$ 7.46
Business acquisition, acquisition related costs					$ 1,900,000
Business acquisition future obligation of non-cancelable lease and other costs					372,000
Acquisition and separation related costs		$ 132,000			878,000	$ 753,000	1,890,000
Business acquisition, estimation of net operating loss carryforwards					$ 7,000,000		$ 2,600,000
Restricted Stock
Business Acquisition [Line Items]
Business acquisition, restricted shares issued					1,528,224	1,343,250	1,603,899
Minimum
Business Acquisition [Line Items]
Business acquisition, period of amortization of intangible assets					12 months
Maximum
Business Acquisition [Line Items]
Business acquisition, period of amortization of intangible assets					84 months
Jingle Networks, Inc
Business Acquisition [Line Items]
Business acquisition share based compensation, vesting period			4 years
Intangible assets					$ 11,966,000		$ 11,966,000
Weighted average life of intangible assets					2 years 4 months 24 days
Jingle Networks, Inc \| Restricted Stock
Business Acquisition [Line Items]
Business acquisition, restricted shares issued			462,247
Business acquisition share based compensation, amount paid				$ 3,300,000
Jingle Networks, Inc \| Minimum
Business Acquisition [Line Items]
Business acquisition, period of amortization of intangible assets					12 months
Jingle Networks, Inc \| Maximum
Business Acquisition [Line Items]
Business acquisition, period of amortization of intangible assets					36 months
Class B
Business Acquisition [Line Items]
Business acquisition, shares issued at acquisition			1,019,103

Summary of Consideration for Acquisition (Detail) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Apr. 07, 2011	Dec. 31, 2013
Schedule of Business Acquisitions, Cost of Acquired Entity [Line Items]
Cash	$ 16,563
Stock issued	7,603	$ 7,603
Future consideration paid	34,695
Total	$ 58,861

Summary of Allocation of Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Apr. 07, 2011
Business Acquisition [Line Items]
Goodwill	$ 65,679	$ 65,815	$ 82,644
Net assets acquired				$ 58,861
Jingle Networks, Inc
Business Acquisition [Line Items]
Cash acquired			761
Accounts receivable			4,740
Deferred tax assets			2,538
Other current assets			62
Property and equipment			206
Other non-current assets			148
Intangible assets	$ 11,966		11,966
Goodwill			47,290
Total assets acquired			67,711
Current liabilities			(5,512)
Deferred tax liabilities			(3,246)
Other non-current liabilities			(92)
Total liabilities assumed			(8,850)
Net assets acquired			$ 58,861

Unaudited Pro Forma Information (Detail) $ in Thousands	12 Months Ended
Unaudited Pro Forma Information (Detail) $ in Thousands	Dec. 31, 2011 USD ($)
Business Acquisition, Pro Forma Information [Line Items]
Revenue	$ 144,517
Net income (loss) from continuing operations	1,626
Net income (loss) applicable to common stockholders	$ 1,570

Intangible Assets from Acquisitions (Detail) - USD ($)
$ in Thousands

Dec. 31, 2013

Dec. 31, 2012

Acquired Finite-Lived Intangible Assets [Line Items]

^[1]

$ 4,830

$ 10,660

^[1]

(4,396)

(7,300)

Acquired Finite-Lived Intangible Assets [Line Items]

434

3,360

Advertiser relationship

^[1]

3,070

^[1]

(2,125)

Distribution partner relationship

945

Acquired Finite-Lived Intangible Assets [Line Items]

^[1]

4,830

^[1]

(4,396)

(2,787)

Acquired Finite-Lived Intangible Assets [Line Items]

$ 434

2,043

Acquired technology

^[1]

2,760

^[1]

(2,388)

Acquisition Goodwill And Other Intangible Assets [Line Items]

$ 372

[1]	Excludes the original cost and accumulated amortization of fully-amortized intangible assets which were $82.1 million and $87.7 million at December 31, 2012 and 2013, respectively.

Intangible Assets from Acquisitions (Parenthetical) (Detail) - USD ($) $ in Millions	Dec. 31, 2013	Dec. 31, 2012
Acquired Finite-Lived Intangible Assets [Line Items]
Original cost and accumulated amortization of fully amortized intangible assets	$ 87.7	$ 82.1

Intangible Assets from Acquisitions - Additional Information (Detail) - USD ($)

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Amortization expense for intangible assets

^[1]

$ 2,926,000

$ 4,728,000

$ 5,455,000

Estimated amortization expense, 2014

434,000

Estimated amortization expense, thereafter

$ 0

Advertiser relationship

Acquisition Goodwill And Other Intangible Assets [Line Items]

Intangible assets, weighted average useful life

2 years 6 months

Distribution partner relationship

Acquisition Goodwill And Other Intangible Assets [Line Items]

Intangible assets, weighted average useful life

3 years

Acquired technology

Acquisition Goodwill And Other Intangible Assets [Line Items]

Intangible assets, weighted average useful life

2 years

[1]	Components of amortization of intangible assets from acquisitions

Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands	12 Months Ended			60 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2008	Dec. 31, 2012
Goodwill [Line Items]
Beginning balance	$ 65,815	$ 82,644
Sales of certain pay-per-click advertising assets	(136)
Jingle acquisition		(53)
Other		(37)
Impairment		(16,739)	$ (169,300)	$ (186,000)
Ending balance	65,679	65,815		65,815
Call driven
Goodwill [Line Items]
Beginning balance	63,305
Goodwill allocation between segments	63,305	63,305
Ending balance	63,305	63,305		63,305
Archeo
Goodwill [Line Items]
Beginning balance	2,510
Sales of certain pay-per-click advertising assets	(136)
Goodwill allocation between segments	19,249	19,249
Impairment		(16,739)
Ending balance	$ 2,374	$ 2,510		$ 2,510

Goodwill - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended			60 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2008	Dec. 31, 2012
Goodwill [Line Items]
Sales of certain pay-per-click advertising assets	$ 136
Goodwill impairment charges		$ 16,739	$ 169,300	$ 186,000
Archeo
Goodwill [Line Items]
Goodwill allocation between segments	19,249	19,249
Sales of certain pay-per-click advertising assets	136
Goodwill impairment charges		16,739
Archeo \| Discontinued Operations
Goodwill [Line Items]
Goodwill impairment charges		902
Call driven
Goodwill [Line Items]
Goodwill allocation between segments	$ 63,305	$ 63,305

Intangible and Other Assets Net (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Schedule of Intangible Assets Disclosure [Line Items]
Internet domain names	$ 14,514	$ 14,910
Less accumulated amortization	(14,376)	(14,590)
Internet domain names, net	138	320
Registration fees, net	12	9
Other	334	282
Total intangibles and other assets, net	$ 484	$ 611

Intangible and Other Assets Net - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Intangible Assets by Major Class [Line Items]
Cost incurred to renew or extend term for domain names	$ 2,700,000
Weighted average renewal period for registration fees	1 year
Amortization expense for internet domains	$ 336,000.0	$ 520,000.0	$ 1,200,000
Estimated amortization expense based on current amount of domains, 2014	138,000
Estimated amortization expense based on current amount of domains, thereafter	$ 0

Segment Reporting and Geographic Information - Additional Information (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2012 USD ($) Segment	Dec. 31, 2013 USD ($)	Dec. 31, 2011 USD ($)
Segment Reporting Information
Number of reporting units \| Segment	2
Impairment of goodwill	$ 15,837
Goodwill	65,815	$ 65,679	$ 82,644
Archeo
Segment Reporting Information
Impairment of goodwill	15,800
Goodwill	2,510	2,374
Call driven
Segment Reporting Information
Goodwill	$ 63,305	$ 63,305

Segment Information (Detail) - USD ($)

1 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

$ 152,550,000

$ 132,794,000

$ 138,726,000

Gain on sales of intangible assets

153,575,000

140,496,000

142,423,000

3,774,000

6,296,000

9,421,000

2,749,000

(17,243,000)

5,724,000

Less reconciling items:

Stock based compensation

9,264,000

15,696,000

15,143,000

Amortization of intangible assets from acquisitions

15,837,000

^[1]

2,926,000

4,728,000

5,455,000

Acquisition and separation related costs

$ 132,000

878,000

753,000

1,890,000

Income (loss) before provision for income taxes

2,712,000

(17,692,000)

5,266,000

Archeo

Less reconciling items:

15,800,000

Operating Segments

152,550,000

132,794,000

138,726,000

Gain on sales of intangible assets

140,534,000

119,377,000

120,010,000

3,774,000

6,296,000

9,421,000

15,790,000

19,713,000

28,137,000

Less reconciling items:

Stock based compensation

9,237,000

15,638,000

15,068,000

Amortization of intangible assets from acquisitions

15,837,000

2,926,000

4,728,000

5,455,000

Acquisition and separation related costs

878,000

753,000

1,890,000

Interest expense and other, net

37,000

449,000

458,000

Income (loss) before provision for income taxes

2,712,000

(17,692,000)

5,266,000

Operating Segments | Call driven

135,126,000

111,886,000

101,830,000

128,829,000

106,795,000

97,270,000

Operating Segments | Archeo

6,297,000

5,091,000

4,560,000

17,424,000

20,908,000

36,896,000

Gain on sales of intangible assets

11,705,000

12,582,000

22,740,000

3,774,000

6,296,000

9,421,000

$ 9,493,000

$ 14,622,000

$ 23,577,000

[1]	Components of amortization of intangible assets from acquisitions

Revenues by Geographic Region (Detail)

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

100.00%

United States

95.00%

94.00%

Canada

5.00%

6.00%

Other Countries

^[1]

[1]	Less than 1% of revenue

Revenues by Geographic Region (Parenthetical) (Detail)

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

100.00%

Other Countries

Maximum | Other Countries

^[1]