View Filing Data

General and administrative

$ 49,676

$ 37,578

$ 100,172

$ 72,310

Expenses:

Service costs

^[1]

32,319

22,584

64,673

42,732

Sales and marketing

^[1]

2,839

2,906

6,221

5,550

Product development

7,458

6,944

15,018

13,752

5,386

5,526

10,747

10,323

Amortization of intangible assets from acquisitions

^[2]

736

434

1,791

Acquisition and separation related costs

(68)

309

(68)

654

Total operating expenses

47,965

39,005

97,025

74,802

Gain on sales and disposals of intangible assets, net

1,329

2,691

Income (loss) from operations

1,711

(98)

3,147

199

Other income (expense):

Interest income

Interest and line of credit expense

(19)

(38)

Other

(4)

(1)

Total other income (expense)

(22)

(12)

(24)

(29)

Income (loss) from continuing operations before provision for income taxes

1,689

(110)

3,123

170

Income tax expense

709

244

1,297

408

Net income (loss) from continuing operations

980

(354)

1,826

(238)

Discontinued operations, net of tax

(31)

Net income (loss)

980

(354)

1,835

(269)

Dividends paid to participating securities

(33)

(69)

Net income (loss) applicable to common stockholders

$ 947

$ (354)

$ 1,766

$ (269)

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

Continuing operations

$ 0.02

$ (0.01)

$ 0.05

$ (0.01)

Discontinued operations, net of tax

$ 0.00

0.00

$ 0.00

Dividends paid per share

$ 0.02

$ 0.04

Class A

Other income (expense):

Net income (loss) from continuing operations

$ 121

$ (96)

$ 293

$ (64)

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

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

5,243

9,570

6,483

9,570

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

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

5,243

9,570

6,483

9,570

Class B

Other income (expense):

Net income (loss) from continuing operations

$ 859

$ (258)

$ 1,533

$ (174)

Dividends paid to participating securities

$ (33)

$ (69)

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

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

35,441

25,853

32,277

25,720

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

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

43,453

35,423

41,658

35,290

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

Condensed Consolidated Statements of Operations (Parenthetical) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2014

Jun. 30, 2013

Jun. 30, 2014

Jun. 30, 2013

Service costs

$ 31

$ 429

$ 434

$ 1,177

Sales and marketing

307

614

Total

^[1]

$ 31

$ 736

$ 434

$ 1,791

[1]	Components of amortization of intangible assets from acquisitions:

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Cash flows from operating activities:
Net income (loss)	$ 1,835	$ (269)
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization and depreciation	2,288	3,633
Gain on sales and disposals of intangible assets, net		(2,691)
Acquisition and separation related costs	(68)
Allowance for doubtful accounts and advertiser credits	649	905
Stock-based compensation	6,000	4,533
Deferred income taxes	1,276	144
Excess tax benefit related to stock-based compensation		(196)
Change in certain assets and liabilities:
Accounts receivable, net	(5,343)	(9,019)
Refundable taxes	1	96
Prepaid expenses, other current assets and other assets	(92)	(661)
Accounts payable	3,920	5,845
Accrued expenses and other current liabilities	272	742
Deferred revenue	800	25
Other non-current liabilities	(171)	68
Net cash provided by operating activities	11,367	3,155
Cash flows from investing activities:
Purchases of property and equipment	(1,190)	(1,725)
Proceeds from sales of intangible assets		2,692
Purchases of intangible assets and changes in other non-current assets	(162)	(86)
Intangible asset deposit		80
Net cash provided by (used in) investing activities	(1,352)	961
Cash flows from financing activities:
Excess tax benefit related to stock-based compensation		196
Proceeds from offering, net of costs	32,674
Tax withholding related to restricted stock awards	(467)	(1,639)
Common stock dividend payments	(1,617)
Repurchase of Class B common stock		(119)
Proceeds from exercises of stock options and issuance of restricted stock to employees, net of repurchases of forfeited unvested restricted stock	3,404	230
Proceeds from employee stock purchase plan	29	28
Net cash provided by (used in) financing activities	34,023	(1,304)
Net increase in cash and cash equivalents	44,038	2,812
Cash and cash equivalents at beginning of period	30,912	15,930
Cash and cash equivalents at end of period	74,950	18,742
Supplemental disclosure of cash flow information:
Cash paid during the period for income taxes, net of refunds	$ 24	$ 52

Description of Business and Basis of Presentation

6 Months Ended

Jun. 30, 2014

Description of Business and Basis of Presentation

(1) 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 business 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 accompanying unaudited condensed consolidated financial statements of Marchex, Inc. and its wholly-owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014, or for any other period. The balance sheet at December 31, 2013 has been derived from the audited consolidated financial statements at that date but does not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC.

The condensed 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. All inter-company transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to the condensed consolidated financial statements in the prior period to conform to the current period presentation. The Company’s condensed consolidated financial statements presented include the condensed consolidated balance sheets as of December 31, 2013 and June 30, 2014, the condensed consolidated statements of operations for the three and six months ended June 30, 2013 and 2014 and the condensed consolidated statements of cash flows for the six months ended June 30, 2013 and 2014.

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 condensed consolidated statements of operations for all periods presented (see Note 14. Discontinued Operations). Unless otherwise indicated, information presented in the notes to the condensed financial statements relates only to the Company’s continuing operations.

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

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Significant Accounting Policies

Significant Accounting Policies

6 Months Ended

Jun. 30, 2014

(2) Significant Accounting Policies

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These judgments are difficult as matters that are inherently uncertain directly impact their valuation and accounting. Actual results may vary from management’s estimates and assumptions.

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 condensed 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 condensed consolidated financial statements. Substantially all of the Company’s domain names that are available for sale are also used to generate advertising revenue. The Company also continues to maintain a portfolio of domain names which are solely held for use primarily to generate advertising revenue.

Recent Accounting Pronouncement Not Yet Effective

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled when products or services are transferred to customers. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. ASU 2014-09 may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently in the process of evaluating the impact of adoption of ASU 2014-09 on its consolidated financial statements.

Revenues

The following table presents the Company’s revenues by segment for the periods presented (in thousands):


	Six months ended June 30,				Three months ended June 30,
	2013		2014		2013		2014
Call-driven	$	65,001	$	91,349	$	33,893	$	45,857
Archeo		7,309		8,823		3,685		3,819

Total Revenue	$	72,310	$	100,172	$	37,578	$	49,676

Call-driven revenue consists of payments from advertisers for pay-for-call marketing services and for use of the Company’s Call Analytics technology. Call-driven revenue also consists of payments from our reseller partners for use of our technology platform and marketing services, which they offer to their small business customers, as well as payments from advertisers for cost-per-action marketing services. Archeo revenue includes revenue generated from advertisements on our network of owned and operated websites and third-party distribution, as well as from the sale of domain names occurring after the launch of the Company’s Domains Marketplace in September 2013. Prior to the launch of Domains Marketplace, the sale of domain names were reported as gains on sales and disposals of intangible assets, net in the condensed consolidated financial statements and totaled $1.3 million and $2.7 million for the three and six months ended June 30, 2013, respectively, compared to $2.2 million and $4.1 million of domain sales revenue for the three and six months ended June 30, 2014, respectively. See Note 6. Segment Reporting and Geographic Information for further discussion regarding the Company’s operating segments.

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


	Six months ended June 30,				Three months ended June 30,
	2013		2014		2013		2014
Partner and Other Revenue Sources	$	68,332	$	93,390	$	35,491	$	46,520
Proprietary Web site Traffic Sources and Domain Names		3,978		6,782		2,087		3,156

Total Revenue	$	72,310	$	100,172	$	37,578	$	49,676

The Company’s partner network revenues are primarily generated using third party distribution networks to deliver the 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, and 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 were recognized as revenue with the launch of its Domains Marketplace in September 2013.

Stock-based Compensation Plans

6 Months Ended

Jun. 30, 2014

Stock-based Compensation Plans

(3) Stock-based Compensation Plans

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


	Six months ended June 30,				Three months ended June 30,
	2013		2014		2013		2014
Service costs	$	363	$	644	$	183	$	362
Sales and marketing		262		437		202		233
Product development		766		1,351		394		692
General and administrative		3,119		3,568		1,824		1,830

Total stock-based compensation	$	4,510	$	6,000	$	2,603	$	3,117

Income tax benefit related to stock-based compensation included in net income (loss)	$	1,251	$	1,852	$	742	$	944

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 are not recognized until that deduction reduces taxes payable. For the six months ended June 30, 2014, the Company incurred an excess tax deduction of $6.0 million for which the tax benefit 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 the quarters ended June 30, 2013 and 2014, 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:


	Six months ended June 30,		Three months ended June 30,
	2013	2014	2013	2014
Expected life (in years)	4.0	4.0	4.0	4.0
Risk-free interest rate	0.96%	1.25%	1.04%	1.25%
Expected volatility	55%	55%-60%	54%	55%-60%
Expected dividend yield	1.98%	0.76%	1.91%	0.76%

Stock option activity during the six months ended June 30, 2014 is summarized as follows:


	Shares			Weighted average exercise price		Weighted average remaining contractual term (in years)		Aggregate intrinsic value (in thousands)
Balance at December 31, 2013		7,707,713		$	7.48		6.99	$	17,148
Options granted		1,138,286			10.15
Options forfeited		(156,416	)		5.65
Options expired		(83,578	)		11.97
Options exercised		(625,757	)		5.69

Balance at June 30, 2014		7,980,248		$	7.99		7.00	$	35,805

The Company issues restricted stock awards and restricted stock units to employees for future services and/or in connection with acquisitions. Restricted stock units entitle the holder to receive one share of the Company’s Class B common stock upon satisfaction of certain vesting conditions. Restricted stock award 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.

Restricted stock awards and restricted stock units activity during the six months ended June 30, 2014 is summarized as follows:


	Shares/ Units			Weighted average grant date fair value
Unvested balance at December 31, 2013		2,709,443		$	5.41
Granted		618,992			10.03
Vested		(619,455	)		4.66
Forfeited		(75,625	)		4.25

Unvested balance at June 30, 2014		2,633,355		$	6.70

The Company repurchased 41,287 shares from certain executives for minimum withholding taxes on 143,650 restricted stock awards that vested during 2014. 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 $467,000, which was remitted in cash to the appropriate taxing authorities. The payments are reflected as a financing activity within the condensed consolidated statement of cash flows when paid.

Net Income (Loss) Per Share

6 Months Ended

Jun. 30, 2014

Net Income (Loss) Per Share

(4) 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 period. Diluted net income (loss) per share is computed by dividing net income (loss) applicable to common stockholders 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 for each period 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 our net assets in the event of liquidation, we have allocated undistributed 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) from continuing operations to net income (loss) applicable to common stockholders used to compute basic net income (loss) per share for the periods ended (in thousands, except per share amounts):


	Six months ended June 30,
	2013						2014
	Class A			Class B			Class A		Class B
Numerator:
Net income (loss) from continuing operations	$	(64	)	$	(174	)	$	293	$	1,533
Dividends paid to participating securities		—			—			—		(69	)

Net income (loss) from continuing operations applicable to common stockholders	$	(64	)	$	(174	)	$	293	$	1,464
Discontinued operations, net of tax		(9	)		(22	)		1		8

Net income (loss) applicable to common stockholders	$	(73	)	$	(196	)	$	294	$	1,472

Denominator:
Weighted average number of shares outstanding used to calculate basic net income (loss) per share		9,570			25,720			6,483		32,277

Basic net income (loss) per share:
Net income (loss) from continuing operations applicable to common stockholders	$	(0.01	)	$	(0.01	)	$	0.05	$	0.05
Discontinued operations, net of tax		(0.00	)		(0.00	)		0.00		0.00

Basic net income (loss) per share applicable to common stockholders	$	(0.01	)	$	(0.01	)	$	0.05	$	0.05


	Three months ended June 30,
	2013						2014
	Class A			Class B			Class A		Class B
Numerator:
Net income (loss) from continuing operations	$	(96	)	$	(258	)	$	121	$	859
Dividends paid to participating securities		—			—			—		(33	)

Net income (loss) from continuing operations applicable to common stockholders	$	(95	)	$	(258	)	$	121	$	826
Discontinued operations, net of tax		0			0			—		—

Net income (loss) applicable to common stockholders	$	(95	)	$	(258	)	$	121	$	826

Denominator:
Weighted average number of shares outstanding used to calculate basic net income (loss) per share		9,570			25,853			5,243		35,441

Basic net income (loss) per share:
Net income (loss) from continuing operations applicable to common stockholders	$	(0.01	)	$	(0.01	)	$	0.02	$	0.02
Discontinued operations, net of tax		0.00			0.00			—		—

Basic net income (loss) per share applicable to common stockholders	$	(0.01	)	$	(0.01	)	$	0.02	$	0.02

The following table calculates net income (loss) from continuing operations to 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):


	Six months ended June 30,
	2013						2014
	Class A			Class B			Class A		Class B
Numerator:
Net income (loss) from continuing operations	$	(64	)	$	(174	)	$	294	$	1,532
Dividends paid to participating securities		—			—			—		(69	)
Reallocation of net income (loss) for Class A shares as a result of conversion of Class A to Class B shares		—			(64	)		—		294

Net income (loss) from continuing operations applicable to common stockholders	$	(64	)	$	(238	)	$	294	$	1,757
Discontinued operations, net of tax		(9	)		(22	)		1		8
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B shares		—			(9	)		—		1

Discontinued operations, net of tax	$	(9	)	$	(31	)	$	1	$	9

Net income (loss) applicable to common stockholders	$	(73	)	$	(269	)	$	295	$	1,766

Denominator:
Weighted average number of shares outstanding used to calculate diluted net income (loss) per share		9,570			25,720			6,483		32,277
Weighted average stock options and common shares subject to repurchase or cancellation		—			—			—		2,898
Conversion of Class A to Class B common shares outstanding		—			9,570			—		6,483

Weighted average number of shares outstanding used to calculate diluted net income (loss) per share		9,570			35,290			6,483		41,658

Diluted net income (loss) per share:
Net income (loss) from continuing operations applicable to common stockholders	$	(0.01	)	$	(0.01	)	$	0.05	$	0.05
Discontinued operations, net of tax		(0.00	)		(0.00	)		0.00		0.00

Diluted net income (loss) per share applicable to common stockholders	$	(0.01	)	$	(0.01	)	$	0.05	$	0.05


	Three months ended June 30,
	2013						2014
	Class A			Class B			Class A		Class B
Numerator:
Net income (loss) from continuing operations	$	(96	)	$	(258	)	$	120	$	860
Dividends paid to participating securities		—			—			—		(33	)
Reallocation of net income (loss) for Class A shares as a result of conversion of Class A to Class B shares		—			(96	)		—		120

Net income (loss) from continuing operations applicable to common stockholders	$	(95	)	$	(354	)	$	120	$	947
Discontinued operations, net of tax		0			0			—		—
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B shares		—			0			—		—

Discontinued operations, net of tax	$	0		$	0		$	—	$	—

Net income (loss) applicable to common stockholders	$	(95	)	$	(354	)	$	120	$	947

Denominator:
Weighted average number of shares outstanding used to calculate basic net income per share		9,570			25,853			5,243		35,441
Weighted average stock options and common shares subject to repurchase or cancellation		—			—			—		2,769
Conversion of Class A to Class B common shares outstanding		—			9,570			—		5.243

Weighted average number of shares outstanding used to calculate diluted net income (loss) per share		9,570			35,423			5,243		43,453

Diluted net income (loss) per share:
Net income from continuing operations applicable to common stockholders	$	(0.01	)	$	(0.01	)	$	0.02	$	0.02
Discontinued operations, net of tax		0.00			0.00			—		—

Diluted net income per share applicable to common stockholders	$	(0.01	)	$	(0.01	)	$	0.02	$	0.02

The weighted average number of shares used to calculate the diluted net income (loss) per share includes the weighted average number of shares from the assumed conversion of Class A common stock to Class B common stock.

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

•

For the three and six months ended June 30, 2013, outstanding options to acquire 7,553 shares of Class B common stock. For the three and six months ended June 30, 2014, outstanding options to acquire 2,924 shares and 2,919 of Class B common stock, respectively.

•

For the three and six months ended June 30, 2013 and 2014, 2,123 and 4 shares of unvested Class B restricted common shares, respectively, issued to employees and in connection with acquisitions. These shares were for future services that vest over periods ranging from one to six years.

•

For the three and six months ended June 30, 2013, 778 restricted stock units.

Concentrations

6 Months Ended

Jun. 30, 2014

Concentrations

(5) Concentrations

The Company maintains substantially all of its cash and cash equivalents with one financial institution.

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 agreements. 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. In 2013 and 2014, the Company’s largest distribution partner was paid less than 20% of consolidated revenue.

The advertisers representing more than 10% of consolidated revenue are as follows:


	Six months ended June 30,						Three months ended June 30,
	2013			2014			2013			2014
Advertiser A		25	%		21	%		24	%		22	%
Advertiser B		14	%		*			16	%		*
Advertiser C		10	%		33	%		11	%		33	%

Advertiser A is also a distribution partner.

The outstanding receivable balance for each advertiser representing more than 10% of accounts receivable is as follows:


	At December 31, 2013			At June 30, 2014
Advertiser A		41	%		28	%
Advertiser B		14	%		*
Advertiser C		13	%		32	%

*	Less than 10%

Segment Reporting and Geographic Information

6 Months Ended

Jun. 30, 2014

Segment Reporting and Geographic Information

(6) 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. 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 condensed consolidated statements of operations for all periods presented and are excluded from segment reporting. See Note14. Discontinued Operations for further discussion.

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. Call-driven segment expenses include both direct costs incurred by the segment business as well as corporate overhead costs. Archeo segment expenses only include direct costs incurred by the segment. 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 chief operating decision maker and has therefore not been disclosed. The carrying amount of goodwill by operating segment at June 30, 2014 was approximately $63.3 million and $2.4 million for Call-driven and Archeo, respectively.

Selected segment information (in thousands):


	Six months ended June 30, 2014
	Call-driven		Archeo		Total
Revenue	$	91,349	$	8,823	$	100,172
Operating expenses		86,041		4,618		90,659

Segment profit	$	5,308	$	4,205	$	9,513
Less reconciling items:
Stock based compensation						6,000
Amortization of intangible assets from acquisitions						434
Acquisition and separation related costs						(68	)
Other expense (income)						24

Income from continuing operations before provision for income taxes					$	3,123


	Six months ended June 30, 2013
	Call-driven		Archeo		Total
Revenue	$	65,001	$	7,309	$	72,310
Operating expenses		62,122		5,725		67,847
Gain on sales of intangible assets, net		—		2,691		2,691

Segment profit	$	2,879	$	4,275	$	7,154
Less reconciling items:
Stock based compensation						4,510
Amortization of intangible assets from acquisitions						1,791
Acquisition and separation related costs						654
Other expense (income)						29

Income from continuing operations before provision for income taxes					$	170


	Three months ended June 30, 2014
	Call-driven		Archeo		Total
Revenue	$	45,857	$	3,819	$	49,676
Operating expenses		42,960		1,925		44,885

Segment profit	$	2,897	$	1,894	$	4,791
Less reconciling items:
Stock based compensation						3,117
Amortization of intangible assets from acquisitions						31
Acquisition and separation related costs						(68	)
Other expense (income)						22

Income from continuing operations before provision for income taxes					$	1,689


	Three months ended June 30, 2013
	Call-driven		Archeo		Total
Revenue	$	33,893	$	3,685	$	37,578
Operating expenses		32,384		2,973		35,357
Gain on sales of intangible assets, net		—		1,329		1,329

Segment profit	$	1,509	$	2,041	$	3,550
Less reconciling items:
Stock based compensation						2,603
Amortization of intangible assets from acquisitions						736
Acquisition and separation related costs						309
Other expense (income)						12

Loss from continuing operations before provision for income taxes					$	(110	)

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):


	Six months ended June 30,						Three months ended June 30,
	2013			2014			2013			2014
United States		94	%		95	%		94	%		95	%
Canada		6	%		3	%		6	%		3	%
Other countries		*			2	%		*			2	%

		100	%		100	%		100	%		100	%

*	Less than 1% of revenue.

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.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Intangible and other assets, net

Property and Equipment

6 Months Ended

Jun. 30, 2014

Property and Equipment

(7) Property and Equipment

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


	At December 31, 2013			At June 30, 2014
Computer and other related equipment	$	17,794		$	18,379
Purchased and internally developed software		7,672			7,821
Furniture and fixtures		1,319			1,353
Leasehold improvements		1,829			1,834

	$	28,614		$	29,387
Less: accumulated depreciation and amortization		(23,174	)		(24,345	)

Property and equipment, net	$	5,440		$	5,042

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 costs for the three and six months ended June 30, 2013 and 2014.

Depreciation and amortization expense, related to property and equipment was approximately $853,000 and $833,000 for the three months ended June 30, 2013 and 2014, respectively, and was approximately $1.7 million for both the six months ended June 30, 2013 and 2014.

Commitments

6 Months Ended

Jun. 30, 2014

Commitments

(8) 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):


(in thousands)	Facilities operating leases		Other contractual obligations		Total
2014	$	1,173	$	1,713	$	2,886
2015		2,271		1,996		4,267
2016		2,313		1,168		3,481
2017		2,373		—		2,373
2018		577		—		577

Total minimum payments	$	8,707	$	4,877	$	13,584

Rent expense incurred by the Company was approximately $465,000 and $473,000 for the three months ended June 30, 2013 and 2014, respectively, and was $931,000 and $935,000 for the six months ended June 30, 2013 and 2014, respectively.

Credit Agreement

6 Months Ended

Jun. 30, 2014

Credit Agreement

(9) Credit Agreement

In April 2008, the Company entered into a credit agreement providing for a senior secured $30 million revolving credit facility (“Credit Agreement”). In 2011, the Company signed an amendment to the Credit Agreement, which extended the maturity period through to April 1, 2014. During the first quarter of 2014, the Company signed an amendment to the Credit Agreement, which extended the maturity period to April 1, 2017. 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 six months ended June 30, 2013 and 2014, the Company had no borrowings under the Credit Agreement.

Contingencies and Taxes

6 Months Ended

Jun. 30, 2014

Contingencies and Taxes

(10) Contingencies and Taxes

(a) 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 unaudited condensed 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.

(b) Taxes

During the six months ended June 30, 2014, the Company’s gross deferred tax assets decreased by approximately $1.9 million which includes the reclass of uncertain tax positions of $534,000 from other non-current liabilities in the condensed consolidated balance sheet with the adoption of ASU 2011-13 in the first quarter of 2014.

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. 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 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.

Goodwill

6 Months Ended

Jun. 30, 2014

Goodwill

(11) Goodwill

There was no change in goodwill during the six months ended June 30, 2014. The following table outlines our goodwill by segment (in thousands):


	December 31, 2013		June 30, 2014
Call-Driven	$	63,305	$	63,305
Archeo		2,374		2,374

Total	$	65,679	$	65,679

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 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 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

6 Months Ended

Jun. 30, 2014

(12) Intangible and other assets, net

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


	At December 31, 2013			At June 30, 2014
Internet domain names	$	14,514		$	14,595
Less accumulated amortization		(14,376	)		(14,452	)

Internet domain names, net		138			143
Other assets:
Registration fees, net		12			—
Other		334			279

Total intangibles and other assets, net	$	484		$	422

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.

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 three and six months ended June 30, 2014 to renew or extend the term for domain names was $625,000 and $1.1 million, respectively. The weighted average renewal period for registration fees as of June 30, 2014 was approximately one year.

Amortization expense for internet domain names was approximately $74,000 and $67,000 for the three months ended June 30, 2013 and 2014, respectively, and was $143,000 and $156,000 for the six months ended June 30, 2013 and 2014, respectively. Based upon the current amount of domains subject to amortization, the estimated expense for the next five years is as follows: $71,000 for the remainder of 2014, $62,000 in 2015, $10,000 in 2016, and $0 thereafter.

Common Stock

6 Months Ended

Jun. 30, 2014

Common Stock

(13) Common Stock

In April 2014, the Company completed a follow-on public offering in which the Company sold an aggregate of 3.4 million shares of the Company’s Class B common stock, which includes the exercise of the underwriters’ option to purchase 514,100 additional shares, at a public offering price of $10.50 per share. In addition, another 3.2 million shares were sold by the selling stockholders, which includes the exercise of the underwriter’s option to purchase 343,000 additional shares. The Company received aggregate net proceeds of $32.5 million, after deducting underwriting discounts and commissions and estimated offering expenses. The Company did not receive any of the proceeds from the sales of shares by the selling stockholders.

In April 2014, the Company’s board of directors declared a regular quarterly dividend in the amount of $0.02 per share on the Company’s Class A and Class B common stock. The Company paid these dividends on May 15, 2014 to the holders of record as of the close of business on May 5, 2014. The Company paid approximately $846,000 in quarterly dividends.

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 program for the Company to repurchase up to 13 million shares in the aggregate (less shares previously repurchased under the share repurchase program) of the Company’s Class B common stock. Under the share repurchase program, repurchases may take place in the open market and in privately negotiated transactions and at times and in such amounts as the Company deems appropriate. 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 six months ended June 30, 2014, the Company did not repurchase any shares of Class B common stock as part of the stock repurchase program.

During the six months ended June 30, 2014, the Company retired approximately 174,808 shares of treasury stock, which was approved by the Company’s board of directors.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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-Number Topic 4
-Section E

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Article 4

Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section C

Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

Discontinued Operations

6 Months Ended

Jun. 30, 2014

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 condensed consolidated financial statements as discontinued operations, net of tax. The operating results for the discontinued operations were as follows:


	Six months ended June 30,					Three months ended June 30,
	2013			2014		2013		2014
Revenue	$	2,923		$	—	$	1,441	$	—
Income (loss) before provision for income taxes		(50	)		14		0		—
Income tax expense (benefit)		(19	)		5		0		—
Discontinued operations, net of tax	$	(31	)	$	9	$	0	$	—

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 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.

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).

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1436-107760

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1361-107760

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1474-107760

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1510-107760

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e957-107759

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1020-107759

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1012-107759

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 45
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=8077374&loc=d3e2443-110228

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6391110&loc=d3e2941-110230

Recent Accounting Pronouncement Not Yet Effective

Subsequent Events

6 Months Ended

Jun. 30, 2014

Subsequent Events

(15) Subsequent Events

In July 2014, the Company’s board of directors declared a regular quarterly dividend in the amount of $0.02 per share on the Company’s Class A and Class B common stock. The Company will pay these dividends on August 15, 2014 to the holders of record as of the close of business on August 5, 2014. The Company expects to pay approximately $854,000 for these quarterly dividends.

Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2014

Recent Accounting Pronouncement Not Yet Effective

Revenues

Revenues

The following table presents the Company’s revenues by segment for the periods presented (in thousands):


	Six months ended June 30,				Three months ended June 30,
	2013		2014		2013		2014
Call-driven	$	65,001	$	91,349	$	33,893	$	45,857
Archeo		7,309		8,823		3,685		3,819

Total Revenue	$	72,310	$	100,172	$	37,578	$	49,676

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


	Six months ended June 30,				Three months ended June 30,
	2013		2014		2013		2014
Partner and Other Revenue Sources	$	68,332	$	93,390	$	35,491	$	46,520
Proprietary Web site Traffic Sources and Domain Names		3,978		6,782		2,087		3,156

Total Revenue	$	72,310	$	100,172	$	37,578	$	49,676

Stock Based Compensation Expense by Operating Expense

Disclosure of accounting policy for revenue recognition. If the entity has different policies for different types of revenue transactions, the policy for each material type of transaction is generally disclosed. If a sales transaction has multiple element arrangements (for example, delivery of multiple products, services or the rights to use assets) the disclosure may indicate the accounting policy for each unit of accounting as well as how units of accounting are determined and valued. The disclosure may encompass important judgment as to appropriateness of principles related to recognition of revenue. The disclosure also may indicate the entity's treatment of any unearned or deferred revenue that arises from the transaction.

+ References + Details

Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2014

Revenues by Segment

The following table presents the Company’s revenues by segment for the periods presented (in thousands):


	Six months ended June 30,				Three months ended June 30,
	2013		2014		2013		2014
Call-driven	$	65,001	$	91,349	$	33,893	$	45,857
Archeo		7,309		8,823		3,685		3,819

Total Revenue	$	72,310	$	100,172	$	37,578	$	49,676

Revenues

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


	Six months ended June 30,				Three months ended June 30,
	2013		2014		2013		2014
Partner and Other Revenue Sources	$	68,332	$	93,390	$	35,491	$	46,520
Proprietary Web site Traffic Sources and Domain Names		3,978		6,782		2,087		3,156

Total Revenue	$	72,310	$	100,172	$	37,578	$	49,676

Stock-based Compensation Plans (Tables)

6 Months Ended

Jun. 30, 2014

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


	Six months ended June 30,				Three months ended June 30,
	2013		2014		2013		2014
Service costs	$	363	$	644	$	183	$	362
Sales and marketing		262		437		202		233
Product development		766		1,351		394		692
General and administrative		3,119		3,568		1,824		1,830

Total stock-based compensation	$	4,510	$	6,000	$	2,603	$	3,117

Income tax benefit related to stock-based compensation included in net income (loss)	$	1,251	$	1,852	$	742	$	944

Assumptions to Estimate 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:


	Six months ended June 30,		Three months ended June 30,
	2013	2014	2013	2014
Expected life (in years)	4.0	4.0	4.0	4.0
Risk-free interest rate	0.96%	1.25%	1.04%	1.25%
Expected volatility	55%	55%-60%	54%	55%-60%
Expected dividend yield	1.98%	0.76%	1.91%	0.76%

Summary of Stock Option Activity

Stock option activity during the six months ended June 30, 2014 is summarized as follows:


	Shares			Weighted average exercise price		Weighted average remaining contractual term (in years)		Aggregate intrinsic value (in thousands)
Balance at December 31, 2013		7,707,713		$	7.48		6.99	$	17,148
Options granted		1,138,286			10.15
Options forfeited		(156,416	)		5.65
Options expired		(83,578	)		11.97
Options exercised		(625,757	)		5.69

Balance at June 30, 2014		7,980,248		$	7.99		7.00	$	35,805

Summary Restricted Stock Awards and Restricted Stock Units Activity

Restricted stock awards and restricted stock units activity during the six months ended June 30, 2014 is summarized as follows:


	Shares/ Units			Weighted average grant date fair value
Unvested balance at December 31, 2013		2,709,443		$	5.41
Granted		618,992			10.03
Vested		(619,455	)		4.66
Forfeited		(75,625	)		4.25

Unvested balance at June 30, 2014		2,633,355		$	6.70

Net Income (Loss) Per Share (Tables)

6 Months Ended

Jun. 30, 2014

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


	Six months ended June 30,
	2013						2014
	Class A			Class B			Class A		Class B
Numerator:
Net income (loss) from continuing operations	$	(64	)	$	(174	)	$	293	$	1,533
Dividends paid to participating securities		—			—			—		(69	)

Net income (loss) from continuing operations applicable to common stockholders	$	(64	)	$	(174	)	$	293	$	1,464
Discontinued operations, net of tax		(9	)		(22	)		1		8

Net income (loss) applicable to common stockholders	$	(73	)	$	(196	)	$	294	$	1,472

Denominator:
Weighted average number of shares outstanding used to calculate basic net income (loss) per share		9,570			25,720			6,483		32,277

Basic net income (loss) per share:
Net income (loss) from continuing operations applicable to common stockholders	$	(0.01	)	$	(0.01	)	$	0.05	$	0.05
Discontinued operations, net of tax		(0.00	)		(0.00	)		0.00		0.00

Basic net income (loss) per share applicable to common stockholders	$	(0.01	)	$	(0.01	)	$	0.05	$	0.05


	Three months ended June 30,
	2013						2014
	Class A			Class B			Class A		Class B
Numerator:
Net income (loss) from continuing operations	$	(96	)	$	(258	)	$	121	$	859
Dividends paid to participating securities		—			—			—		(33	)

Net income (loss) from continuing operations applicable to common stockholders	$	(95	)	$	(258	)	$	121	$	826
Discontinued operations, net of tax		0			0			—		—

Net income (loss) applicable to common stockholders	$	(95	)	$	(258	)	$	121	$	826

Denominator:
Weighted average number of shares outstanding used to calculate basic net income (loss) per share		9,570			25,853			5,243		35,441

Basic net income (loss) per share:
Net income (loss) from continuing operations applicable to common stockholders	$	(0.01	)	$	(0.01	)	$	0.02	$	0.02
Discontinued operations, net of tax		0.00			0.00			—		—

Basic net income (loss) per share applicable to common stockholders	$	(0.01	)	$	(0.01	)	$	0.02	$	0.02


	Six months ended June 30,
	2013						2014
	Class A			Class B			Class A		Class B
Numerator:
Net income (loss) from continuing operations	$	(64	)	$	(174	)	$	294	$	1,532
Dividends paid to participating securities		—			—			—		(69	)
Reallocation of net income (loss) for Class A shares as a result of conversion of Class A to Class B shares		—			(64	)		—		294

Net income (loss) from continuing operations applicable to common stockholders	$	(64	)	$	(238	)	$	294	$	1,757
Discontinued operations, net of tax		(9	)		(22	)		1		8
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B shares		—			(9	)		—		1

Discontinued operations, net of tax	$	(9	)	$	(31	)	$	1	$	9

Net income (loss) applicable to common stockholders	$	(73	)	$	(269	)	$	295	$	1,766

Denominator:
Weighted average number of shares outstanding used to calculate diluted net income (loss) per share		9,570			25,720			6,483		32,277
Weighted average stock options and common shares subject to repurchase or cancellation		—			—			—		2,898
Conversion of Class A to Class B common shares outstanding		—			9,570			—		6,483

Weighted average number of shares outstanding used to calculate diluted net income (loss) per share		9,570			35,290			6,483		41,658

Diluted net income (loss) per share:
Net income (loss) from continuing operations applicable to common stockholders	$	(0.01	)	$	(0.01	)	$	0.05	$	0.05
Discontinued operations, net of tax		(0.00	)		(0.00	)		0.00		0.00

Diluted net income (loss) per share applicable to common stockholders	$	(0.01	)	$	(0.01	)	$	0.05	$	0.05


	Three months ended June 30,
	2013						2014
	Class A			Class B			Class A		Class B
Numerator:
Net income (loss) from continuing operations	$	(96	)	$	(258	)	$	120	$	860
Dividends paid to participating securities		—			—			—		(33	)
Reallocation of net income (loss) for Class A shares as a result of conversion of Class A to Class B shares		—			(96	)		—		120

Net income (loss) from continuing operations applicable to common stockholders	$	(95	)	$	(354	)	$	120	$	947
Discontinued operations, net of tax		0			0			—		—
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B shares		—			0			—		—

Discontinued operations, net of tax	$	0		$	0		$	—	$	—

Net income (loss) applicable to common stockholders	$	(95	)	$	(354	)	$	120	$	947

Denominator:
Weighted average number of shares outstanding used to calculate basic net income per share		9,570			25,853			5,243		35,441
Weighted average stock options and common shares subject to repurchase or cancellation		—			—			—		2,769
Conversion of Class A to Class B common shares outstanding		—			9,570			—		5.243

Weighted average number of shares outstanding used to calculate diluted net income (loss) per share		9,570			35,423			5,243		43,453

Diluted net income (loss) per share:
Net income from continuing operations applicable to common stockholders	$	(0.01	)	$	(0.01	)	$	0.02	$	0.02
Discontinued operations, net of tax		0.00			0.00			—		—

Diluted net income per share applicable to common stockholders	$	(0.01	)	$	(0.01	)	$	0.02	$	0.02

Concentrations (Tables)

6 Months Ended

Jun. 30, 2014

Schedules of Concentration of Risk Based on Consolidated Revenue

The advertisers representing more than 10% of consolidated revenue are as follows:


	Six months ended June 30,						Three months ended June 30,
	2013			2014			2013			2014
Advertiser A		25	%		21	%		24	%		22	%
Advertiser B		14	%		*			16	%		*
Advertiser C		10	%		33	%		11	%		33	%

*	Less than 10%

Schedules of Concentration of Risk Based on Accounts Receivable

The outstanding receivable balance for each advertiser representing more than 10% of accounts receivable is as follows:


	At December 31, 2013			At June 30, 2014
Advertiser A		41	%		28	%
Advertiser B		14	%		*
Advertiser C		13	%		32	%

*	Less than 10%

Segment Reporting and Geographic Information (Tables)

6 Months Ended

Jun. 30, 2014

Segment Information

Selected segment information (in thousands):


	Six months ended June 30, 2014
	Call-driven		Archeo		Total
Revenue	$	91,349	$	8,823	$	100,172
Operating expenses		86,041		4,618		90,659

Segment profit	$	5,308	$	4,205	$	9,513
Less reconciling items:
Stock based compensation						6,000
Amortization of intangible assets from acquisitions						434
Acquisition and separation related costs						(68	)
Other expense (income)						24

Income from continuing operations before provision for income taxes					$	3,123


	Six months ended June 30, 2013
	Call-driven		Archeo		Total
Revenue	$	65,001	$	7,309	$	72,310
Operating expenses		62,122		5,725		67,847
Gain on sales of intangible assets, net		—		2,691		2,691

Segment profit	$	2,879	$	4,275	$	7,154
Less reconciling items:
Stock based compensation						4,510
Amortization of intangible assets from acquisitions						1,791
Acquisition and separation related costs						654
Other expense (income)						29

Income from continuing operations before provision for income taxes					$	170


	Three months ended June 30, 2014
	Call-driven		Archeo		Total
Revenue	$	45,857	$	3,819	$	49,676
Operating expenses		42,960		1,925		44,885

Segment profit	$	2,897	$	1,894	$	4,791
Less reconciling items:
Stock based compensation						3,117
Amortization of intangible assets from acquisitions						31
Acquisition and separation related costs						(68	)
Other expense (income)						22

Income from continuing operations before provision for income taxes					$	1,689


	Three months ended June 30, 2013
	Call-driven		Archeo		Total
Revenue	$	33,893	$	3,685	$	37,578
Operating expenses		32,384		2,973		35,357
Gain on sales of intangible assets, net		—		1,329		1,329

Segment profit	$	1,509	$	2,041	$	3,550
Less reconciling items:
Stock based compensation						2,603
Amortization of intangible assets from acquisitions						736
Acquisition and separation related costs						309
Other expense (income)						12

Loss from continuing operations before provision for income taxes					$	(110	)

Revenues by Geographic Region

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


	Six months ended June 30,						Three months ended June 30,
	2013			2014			2013			2014
United States		94	%		95	%		94	%		95	%
Canada		6	%		3	%		6	%		3	%
Other countries		*			2	%		*			2	%

		100	%		100	%		100	%		100	%

*	Less than 1% of revenue.

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2014

Property and Equipment

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


	At December 31, 2013			At June 30, 2014
Computer and other related equipment	$	17,794		$	18,379
Purchased and internally developed software		7,672			7,821
Furniture and fixtures		1,319			1,353
Leasehold improvements		1,829			1,834

	$	28,614		$	29,387
Less: accumulated depreciation and amortization		(23,174	)		(24,345	)

Property and equipment, net	$	5,440		$	5,042

Commitments (Tables)

6 Months Ended

Jun. 30, 2014

Minimum Contractual Payments

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):


(in thousands)	Facilities operating leases		Other contractual obligations		Total
2014	$	1,173	$	1,713	$	2,886
2015		2,271		1,996		4,267
2016		2,313		1,168		3,481
2017		2,373		—		2,373
2018		577		—		577

Total minimum payments	$	8,707	$	4,877	$	13,584

Goodwill (Tables)

6 Months Ended

Jun. 30, 2014

Goodwill by Segment

There was no change in goodwill during the six months ended June 30, 2014. The following table outlines our goodwill by segment (in thousands):


	December 31, 2013		June 30, 2014
Call-Driven	$	63,305	$	63,305
Archeo		2,374		2,374

Total	$	65,679	$	65,679

Intangible and other assets, net (Tables)

6 Months Ended

Jun. 30, 2014

Intangible and Other Assets, Net

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


	At December 31, 2013			At June 30, 2014
Internet domain names	$	14,514		$	14,595
Less accumulated amortization		(14,376	)		(14,452	)

Internet domain names, net		138			143
Other assets:
Registration fees, net		12			—
Other		334			279

Total intangibles and other assets, net	$	484		$	422

Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2014

Operating Results for Discontinued Operations

The operating results for the discontinued operations were as follows:


	Six months ended June 30,					Three months ended June 30,
	2013			2014		2013		2014
Revenue	$	2,923		$	—	$	1,441	$	—
Income (loss) before provision for income taxes		(50	)		14		0		—
Income tax expense (benefit)		(19	)		5		0		—
Discontinued operations, net of tax	$	(31	)	$	9	$	0	$	—

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

Revenues by Segment (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Revenues by Segment (Detail) - USD ($) $ in Thousands	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Segment Reporting Information
Total Revenue	$ 49,676	$ 37,578	$ 100,172	$ 72,310
Call driven
Segment Reporting Information
Total Revenue	45,857	33,893	91,349	65,001
Archeo
Segment Reporting Information
Total Revenue	$ 3,819	$ 3,685	$ 8,823	$ 7,309

Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Significant Accounting Policies [Line Items]
Gain on sales and disposals of intangible assets, net		$ 1,329		$ 2,691
Revenues	$ 49,676	$ 37,578	$ 100,172	$ 72,310
Domain Names
Significant Accounting Policies [Line Items]
Revenues	$ 2,200		$ 4,100

Revenues by Revenue Sources (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Revenue [Line Items]
Total Revenue	$ 49,676	$ 37,578	$ 100,172	$ 72,310
Partner and Other Revenue Sources
Revenue [Line Items]
Total Revenue	46,520	35,491	93,390	68,332
Proprietary Web site Traffic Sources and Domain Names
Revenue [Line Items]
Total Revenue	$ 3,156	$ 2,087	$ 6,782	$ 3,978

Stock-Based Compensation Expense by Operating Expense (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	$ 3,117	$ 2,603	$ 6,000	$ 4,510
Income tax benefit related to stock-based compensation included in net income (loss)	944	742	1,852	1,251
Service Costs
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	362	183	644	363
Sales and Marketing
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	233	202	437	262
Product Development
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	692	394	1,351	766
General and Administrative
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	$ 1,830	$ 1,824	$ 3,568	$ 3,119

Stock Based Compensation Plans - Additional Information (Detail) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Excess tax benefit	$ 6,000
Repurchase of stock for tax withholding	41,287
Vesting of restricted shares	143,650
Tax withholding related to restricted stock awards	$ 467	$ 1,639

Assumptions to Estimate Fair Value for Stock Options at Grant Date (Detail) - Time Vested Stock Options	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items]
Expected life (in years)	4 years	4 years	4 years	4 years
Risk-free interest rate	1.25%	1.04%	1.25%	0.96%
Expected volatility		54.00%		55.00%
Expected dividend yield	0.76%	1.91%	0.76%	1.98%
Minimum
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items]
Expected volatility	55.00%		55.00%
Maximum
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items]
Expected volatility	60.00%		60.00%

Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares, Beginning Balance	7,707,713
Options granted, Shares	1,138,286
Options forfeited, Shares	(156,416)
Options expired, Shares	(83,578)
Options exercised, Shares	(625,757)
Number of shares, Ending Balance	7,980,248	7,707,713
Weighted average exercise price, Beginning Balance	$ 7.48
Options granted, Weighted average exercise price	10.15
Options forfeited, Weighted average exercise price	5.65
Options expired, Weighted average exercise price	11.97
Options exercised, Weighted average exercise price	5.69
Weighted average exercise price, Ending Balance	$ 7.99	$ 7.48
Weighted average remaining contractual term, End of the period	7 years	6 years 11 months 27 days
Aggregate intrinsic value, Outstanding Ending Balance	$ 35,805	$ 17,148

Summary Restricted Stock Awards and Restricted Stock Units Activity (Detail)	6 Months Ended
	Jun. 30, 2014 $ / shares shares
Schedule Of Share Based Compensation Restricted Stock Units Award Activity [Line Items]
Vested, Shares	(143,650)
Weighted average grant date fair value, Beginning Balance \| $ / shares	$ 5.41
Granted, Weighted average grant date fair value \| $ / shares	10.03
Vested, Weighted average grant date fair value \| $ / shares	4.66
Forfeited, Weighted average grant date fair value \| $ / shares	4.25
Weighted average grant date fair value, Ending Balance \| $ / shares	$ 6.70
Restricted Stock
Schedule Of Share Based Compensation Restricted Stock Units Award Activity [Line Items]
Unvested Shares, Beginning Balance	2,709,443
Granted, Shares	618,992
Vested, Shares	(619,455)
Forfeited, Shares	(75,625)
Unvested Shares, Ending Balance	2,633,355

Computation of Net Income Loss Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Numerator:
Net income (loss) from continuing operations	$ 980	$ (354)	$ 1,826	$ (238)
Dividends paid to participating securities	(33)		(69)
Class A
Numerator:
Net income (loss) from continuing operations	121	(96)	293	(64)
Net income (loss) from continuing operations applicable to common stockholders	121	(95)	293	(64)
Discontinued operations, net of tax			1	(9)
Discontinued operations, net of tax		0
Net income (loss) applicable to common stockholders	$ 121	$ (95)	$ 294	$ (73)
Denominator:
Weighted average number of shares outstanding used to calculate basic net income (loss) per share	5,243	9,570	6,483	9,570
Weighted average number of shares outstanding used to calculate diluted net income (loss) per share	5,243	9,570	6,483	9,570
Basic net income (loss) per share:
Net income (loss) from continuing operations applicable to common stockholders	$ 0.02	$ (0.01)	$ 0.05	$ (0.01)
Discontinued operations, net of tax		0.00	0.00	0.00
Basic net income (loss) per share applicable to common stockholders	$ 0.02	$ (0.01)	$ 0.05	$ (0.01)
Class A \| Continuing Operations
Numerator:
Net income (loss) from continuing operations	$ 120	$ (96)	$ 294	$ (64)
Net income (loss) from continuing operations applicable to common stockholders	120	(95)	294	(64)
Discontinued operations, net of tax		0	1	(9)
Discontinued operations, net of tax		0	1	(9)
Net income (loss) applicable to common stockholders	$ 120	$ (95)	$ 295	$ (73)
Denominator:
Weighted average number of shares outstanding used to calculate basic net income (loss) per share	5,243	9,570	6,483	9,570
Weighted average number of shares outstanding used to calculate diluted net income (loss) per share	5,243	9,570	6,483	9,570
Diluted net income (loss) per share:
Net income (loss) from continuing operations applicable to common stockholders	$ 0.02	$ (0.01)	$ 0.05	$ (0.01)
Discontinued operations, net of tax		0.00	0.00	0.00
Diluted net income (loss) per share applicable to common stockholders	$ 0.02	$ (0.01)	$ 0.05	$ (0.01)
Class B
Numerator:
Net income (loss) from continuing operations	$ 859	$ (258)	$ 1,533	$ (174)
Dividends paid to participating securities	(33)		(69)
Net income (loss) from continuing operations applicable to common stockholders	826	(258)	1,464	(174)
Discontinued operations, net of tax			8	(22)
Discontinued operations, net of tax		0
Net income (loss) applicable to common stockholders	$ 826	$ (258)	$ 1,472	$ (196)
Denominator:
Weighted average number of shares outstanding used to calculate basic net income (loss) per share	35,441	25,853	32,277	25,720
Weighted average number of shares outstanding used to calculate diluted net income (loss) per share	43,453	35,423	41,658	35,290
Basic net income (loss) per share:
Net income (loss) from continuing operations applicable to common stockholders	$ 0.02	$ (0.01)	$ 0.05	$ (0.01)
Discontinued operations, net of tax		0.00	0.00	0.00
Basic net income (loss) per share applicable to common stockholders	$ 0.02	$ (0.01)	$ 0.05	$ (0.01)
Class B \| Continuing Operations
Numerator:
Net income (loss) from continuing operations	$ 860	$ (258)	$ 1,532	$ (174)
Dividends paid to participating securities	(33)		(69)
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B shares	120	(96)	294	(64)
Net income (loss) from continuing operations applicable to common stockholders	947	(354)	1,757	(238)
Discontinued operations, net of tax		0	8	(22)
Discontinued operations, net of tax		0	9	(31)
Net income (loss) applicable to common stockholders	$ 947	$ (354)	$ 1,766	$ (269)
Denominator:
Weighted average number of shares outstanding used to calculate basic net income (loss) per share	35,441	25,853	32,277	25,720
Weighted average stock options and common shares subject to repurchase or cancellation	2,769		2,898
Conversion of Class A to Class B common shares outstanding	5,243	9,570	6,483	9,570
Weighted average number of shares outstanding used to calculate diluted net income (loss) per share	43,453	35,423	41,658	35,290
Diluted net income (loss) per share:
Net income (loss) from continuing operations applicable to common stockholders	$ 0.02	$ (0.01)	$ 0.05	$ (0.01)
Discontinued operations, net of tax		0.00	0.00	0.00
Diluted net income (loss) per share applicable to common stockholders	$ 0.02	$ (0.01)	$ 0.05	$ (0.01)
Class B \| Discontinued Operations \| Continuing Operations
Numerator:
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B shares		$ 0	$ 1	$ (9)

Net Income Loss Per Share - Additional Information (Detail) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Stock Options \| Class B
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	2,924	7,553	2,919	7,553
Unvested Restricted Shares \| Class B
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	4	2,123	4	2,123
Unvested Restricted Shares \| Class B \| Minimum
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares Vesting period			1 year
Unvested Restricted Shares \| Class B \| Maximum
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares Vesting period			6 years
Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares		778		778

Concentrations - Additional Information (Detail)	6 Months Ended
Concentrations - Additional Information (Detail)	Jun. 30, 2014	Jun. 30, 2013
Maximum
Concentration Risk [Line Items]
Percentage of revenue as criteria for major distribution partners	20.00%	20.00%

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

3 Months Ended

6 Months Ended

Jun. 30, 2014

Jun. 30, 2013

Jun. 30, 2014

Jun. 30, 2013

Advertiser A

22.00%

24.00%

21.00%

25.00%

Advertiser B

^[1]

16.00%

^[1]

14.00%

Advertiser C

33.00%

11.00%

33.00%

10.00%

[1]	Less than 10%

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

6 Months Ended

12 Months Ended

Jun. 30, 2014

Dec. 31, 2013

Advertiser A

28.00%

41.00%

Advertiser B

^[1]

14.00%

Advertiser C

32.00%

13.00%

[1]	Less than 10%

Segment Reporting and Geographic Information - Additional Information (Detail) - USD ($) $ in Thousands	Jun. 30, 2014	Dec. 31, 2013
Segment Reporting Information
Goodwill	$ 65,679	$ 65,679
Call driven
Segment Reporting Information
Goodwill	63,305	63,305
Archeo
Segment Reporting Information
Goodwill	$ 2,374	$ 2,374

Segment Information (Detail) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2014

Jun. 30, 2013

Jun. 30, 2014

Jun. 30, 2013

$ 49,676

$ 37,578

$ 100,172

$ 72,310

Gain on sales of intangible assets, net

47,965

39,005

97,025

74,802

1,329

2,691

Amortization of intangible assets from acquisitions

1,711

(98)

3,147

199

Less reconciling items:

Stock based compensation

6,000

4,533

^[1]

736

434

1,791

Acquisition and separation related costs

(68)

309

(68)

654

Income (loss) from continuing operations before provision for income taxes

1,689

(110)

3,123

170

Call driven

45,857

33,893

91,349

65,001

Archeo

3,819

3,685

8,823

7,309

Operating Segments

49,676

37,578

100,172

72,310

Gain on sales of intangible assets, net

44,885

35,357

90,659

67,847

1,329

2,691

Amortization of intangible assets from acquisitions

4,791

3,550

9,513

7,154

Less reconciling items:

Stock based compensation

3,117

2,603

6,000

4,510

736

434

1,791

Acquisition and separation related costs

(68)

309

(68)

654

Other expense (income)

Income (loss) from continuing operations before provision for income taxes

1,689

(110)

3,123

170

Operating Segments | Call driven

45,857

33,893

91,349

65,001

42,960

32,384

86,041

62,122

Operating Segments | Archeo

2,897

1,509

5,308

2,879

3,819

3,685

8,823

7,309

Gain on sales of intangible assets, net

1,925

2,973

4,618

5,725

1,329

2,691

$ 1,894

$ 2,041

$ 4,205

$ 4,275

[1]	Components of amortization of intangible assets from acquisitions:

Revenues by Geographic Region (Detail)

3 Months Ended

6 Months Ended

Jun. 30, 2014

Jun. 30, 2013

Jun. 30, 2014

Jun. 30, 2013

100.00%

United States

95.00%

94.00%

95.00%

94.00%

Canada

3.00%

6.00%

3.00%

6.00%

Other Countries