Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The condensed consolidated financial statements include the accounts of ReachLocal, Inc. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. The Condensed Consolidated Balance Sheet as of December 31, 2014 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures included in those audited consolidated financial statements.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments (consisting only of normal recurring adjustments) necessary for the fair presentation of the Company’s statement of financial position at ~~June~~September 30, 2015, the Company’s results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2015 and 2014 and the Company’s cash flows for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014. The results for the three and ~~six~~nine months ended ~~June~~September 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015. All references to the three and ~~six~~nine months ended ~~June~~September 30, 2015 and 2014 in the notes to the condensed consolidated financial statements are unaudited.

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Use of Estimates

The preparation of financial statements in conformity with GAAP 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 revenue and expenses during the reporting periods. Actual results may differ from those estimates.

Reclassifications and Adjustments

Certain prior period amounts have been reclassified to conform to the current period presentation.

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Cash and Cash Equivalents

The Company reports all highly liquid short-term investments with original maturities of three months or less at the time of purchase as cash equivalents. As of ~~June~~September 30, 2015 and December 31, 2014, cash equivalents consist of demand deposits and money market accounts. Cash equivalents are stated at cost, which approximates fair value.

On April 30, 2015, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) for a $25.0 million term loan. See Note 10, Term Loan, for more information. The Company received $24.7 million of net proceeds from the term loan, $17.5 million of which is considered restricted cash. The Company's overall performance and capital expenditures more than offset the $7.2 million of unrestricted cash from the term loan, resulting in cash balances at June 30, 2015 that decreased $15.1 million from December 31, 2015. At June 30, 2015, the Company's current liabilities exceeded its current assets by $55.7 million. The Company has taken and will continue to take steps to reduce expenses and improve its business. The Company believes that its available cash and anticipated cost reductions will together be sufficient to satisfy its operating activities, working capital and planned investing and financing activities for at least the next 12 months.

Restricted Cash—Term Loan

Under the terms of the Loan Agreement, the Company is required to maintain, at all times, cash in North America of at least $17.5 million, unless the Company achieves positive “Adjusted EBITDA” as defined in the Loan Agreement for three consecutive quarters, in which case the minimum cash balance decreases to $12.5 million. Restricted cash—term loan represents the required minimum compensating balance to secure the term loan. See Note ~~10,~~11, Term Loan, for more information.

Restricted Cash

Restricted cash represents certificates of deposit held at financial institutions that are pledged as collateral for letters of credit related to lease commitments, collateral for the Company’s merchant accounts, and cash deposits ~~funded to~~in a restricted account ~~determined on a monthly basis~~ in accordance with the Company’s employee health care self-insurance plan. The letters of credit will lapse at the end of the respective lease terms through 2024 and the certificates of deposit automatically renew for successive one-year periods over the duration of the lease term. The restrictions related to merchant accounts and the Company’s self-insurance plan will lapse upon termination of the respective underlying arrangements. At ~~June~~September 30, 2015 and December 31, 2014, the Company had restricted cash in the amount of $3.3 million and $3.6 million, respectively, of which, $0.2 million, related to the employee health care self-insurance plan.

Recent Accounting Pronouncements

In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-16,Business Combinations.The amendments in this updaterequire that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in this Update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The amendments in this update are effective for the Company as of January 1, 2016. The amendments in this update should be applied prospectively to adjustments to provisional amounts that occur after the effective date. Early adoption is permitted. The Company is currently assessing the impact of this update, and believes that its adoption on January 1, 2016 will not have a material impact on its consolidated financial statements.

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-05,Intangibles-Goodwill and Other-Internal-Use Software.The amendments in this updateprovide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The amendments in this update are effective for the Company as of January 1, 2016. Early adoption is permitted. The Company is currently assessing the impact of this update on its consolidated financial statements.

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In April 2015, the FASB issued ASU No. 2015-03,Interest- Imputation of Interest.The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the corresponding debt liability, consistent with debt discounts. The amendments in this update are effective for the Company as of January 1, 2016. Early adoption is permitted for financial statements that have not been previously issued. The Company early adopted this update in the second quarter of ~~2015 upon entering the Loan Agreement on April 30,~~ 2015.

In February 2015, the FASB issued ASU No. 2015-02,Consolidation.The amendments in this update require management to reevaluate whether certain legal entities should be consolidated. Specifically, the amendments (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities, (2) eliminate the presumption that a general partner should consolidate a limited partnership, (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships, and (4) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. The amendments in this update are effective for the Company as of January 1, 2016. Early adoption is permitted. The Company is currently assessing the impact of this update, and believes that its adoption on January 1, 2016 will not have a material impact on its consolidated financial statements.

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In August 2014, the FASB issued ASU No. 2014-15,Presentation of Financial Statements – Going Concern. The amendments in this update require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this update are effective for usthe Company as of January 1, 2017. Early application is permitted. The adoption of this standard is not expected to have an impact on the Company’s consolidated financial condition and results of operations.

In June 2014, the FASB issued ASU No. 2014-12,Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The amendments in this update require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Accounting Standards Codification (“ASC”) 718,Compensation – Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The amendments in this update will be effective for the Company as of January 1, 2016. Earlier adoption is permitted. Entities may apply the amendments in this update either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. In addition, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. The Company is currently assessing the impact of this update, and believes that its adoption on January 1, 2016 will not have a material impact on its consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09,Revenue from Contracts with Customers. The guidance in this update supersedes the revenue recognition requirements in ASC 605, Revenue Recognition, and most industry-specific guidance throughout the Codification. Additionally, this update supersedes some cost guidance included in ASC 605-35,Revenue Recognition - Construction-Type and Production-Type Contracts. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (for example, assets within the scope of ASC 360,Property, Plant, and Equipment, and intangible assets, within the scope of ASC 350,Intangibles - Goodwill and Other) are amended to be consistent with the guidance on recognition and measurement in this update. The standard was to be effective for the Company as of January 1, 2017, but in ~~April~~August 2015, the FASB delayed the effective date of the new revenue accounting standard to January 1, ~~2018,~~2019, and ~~would~~will permit early adoption as of the original effective date. Earlier adoption is not otherwise permitted for public entities. An entity can apply the revenue standard retrospectively to each prior reporting period presented (full retrospective method) or retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application in retained earnings (simplified transition method). The Company is currently assessing the impact of this update on its consolidated financial statements.

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In April 2014, the FASB issued ASU No. 2014-08,Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this update ~~changes~~change the criteria for determining which disposals can be presented as discontinued operations and ~~modifies~~modify related disclosure requirements. The guidance applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date, and was effective for the Company as of January 1, 2015. The Company will apply this guidance to its consolidated financial statements for any new disposals or new classification as held for sale after the effective date.

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3. Fair Value of Financial Instruments

The Company applies the fair value hierarchy for its financial assets and liabilities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable, that are used to measure fair value:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table summarizes the basis used to measure certain of the Company’s financial assets and liabilities that are carried at fair value (in thousands):

			Basis of Fair Value Measurement								Basis of Fair Value Measurement
	Balance at June 30, 2015		Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level3)		Balance at September 30, 2015		Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level3)
Assets:
Cash and cash equivalents	$	28,624	$	28,624	$	—	$	—	$	17,813	$	17,813	$	—	$	—
Restricted cash—term loan	$	17,500	$	17,500	$	—	$	—	$	17,500	$	17,500	$	—	$	—
Short-term investments	$	52	$	52	$	—	$	—	$	81	$	81	$	—	$	—
Restricted cash	$	3,317	$	—	$	3,317	$	—	$	3,062	$	—	$	3,062	$	—

			Basis of Fair Value Measurement								Basis of Fair Value Measurement
	Balance at December 31,2014		Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level3)		Balance at December 31, 2014		Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level3)
Assets:
Cash and cash equivalents	$	43,720	$	43,720	$	—	$	—	$	43,720	$	43,720	$	—	$	—
Short-term investments	$	904	$	904	$	—	$	—	$	904	$	904	$	—	$	—
Restricted cash	$	3,416	$	—	$	3,416	$	—	$	3,416	$	—	$	3,416	$	—

Liabilities:
Acquisition-related contingent consideration	$	349	$	—	$	—	$	349	$	349	$	—	$	—	$	349

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The Company’s restricted cash is valued using pricing sources and models utilizing market observable inputs, as provided to the Company by its broker.

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On April 10, 2015, ReachLocal New Zealand Limited (“RL NZ”) paid NZ$0.4 million ($0.3 million) of earn-out consideration due, offset by NZ$0.2 million ($0.1 million) ~~of additional consideration~~ pursuant to ~~the~~a net working capital ~~adjustment.~~adjustment in the Company’s favor. On September 18, 2015, RL NZ made the final payment of $0.1 million for the indemnity holdback.

The Company also has an investment in a privately held partnership that is one of its service providers. During March 2013, the Company invested $2.5 million for a 4% equity interest in the service provider, and in March 2014, the Company invested $2.0 million for an additional 3.2% equity interest. The Company does not have significant influence over the entity. In addition, the Company has an equity interest of 14.2% in SERVIZ, Inc., the entity that acquired its former ClubLocal business, and does not have significant influence over the entity. The carrying amounts of the Company’s cost method investments were each $4.5 million at ~~June~~September 30, 2015, and are included in non-marketable investments in the accompanying condensed consolidated balance sheet.

4. Acquisitions

Acquisition of Kickserv

On November 21, 2014, the Company acquired Kickserv, Inc. (“Kickserv”) as part of the Company’s continued effort to expand its product offerings. Kickserv is a provider of cloud-based business management software for service businesses.

The purchase price consisted of $6.75 million of initial consideration, subject to a holdback and certain adjustments, and up to $4.0 million of earn-out consideration. At closing, the Company paid $5.3 million in cash with the remaining balance of the initial purchase price payable after the 18-month anniversary of the closing date, subject to certain conditions. The Company also issued 250,000 restricted stock units to the hired employees, which are accounted for as stock-based compensation over the period in which they are earned. A liability was not recorded for the earn-out consideration as the financial targets, as defined in the purchase agreement, are not expected to be achieved. Any changes in the fair value of the earn-out consideration will be recorded as other income or expense. There has been no change in the fair value since the date of acquisition.

The acquisition was accounted for using the acquisition method of accounting. The Company completed and finalized the purchase price allocation in the fourth quarter of 2014. The Company recorded assets acquired and liabilities assumed at their respective fair values. The following table summarizes the final fair value of assets acquired and liabilities assumed (in thousands):

Assets acquired:
Cash and cash equivalents	$	58
Intangible assets		4,280
Goodwill		3,985
Total assets acquired		8,323
Liabilities assumed:
Non-interest bearing liabilities		24
Long-term debt		350
Deferred tax liabilities		1,249
Total liabilities assumed		1,623
Total fair value of net assets acquired	$	6,700

Intangible assets acquired from Kickserv included software technology of $3.0 million, trade names of $0.6 million and customer relationships of $0.7 million, amortized over eight, ten, and four years, their respective estimated useful lives, using the straight-line method. The estimated useful life of the technology was determined based on assumptions of its remaining economic life. The estimated useful life of trade names was determined based on assumptions of revenue attributable to the trade name, and the estimated useful life of the customer relationships was determined based on assumptions of customer attrition rates. The fair value of the intangible assets were determined by applying the income approach and based on significant inputs that are not observable in the market. Key assumptions include estimated future revenues from acquired customers and a discount rate of 15%, comprised of an estimated internal rate of return for this transaction and a weighted average cost of capital for comparable companies. The goodwill arising from the acquisition consists largely of the synergies expected from combining the operations of Kickserv and the Company. The ~~Company expects to grow Kickserv’s business as a result of this acquisition. The~~ acquired goodwill is not expected to be deductible for tax purposes.

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Acquisition costs in connection with the Kickserv acquisition were immaterial. The revenues and results of operations of the acquired businesses for the post-acquisition period were included in the consolidated statements of operations and were immaterial for the period ended ~~June~~September 30, 2015. The pro forma results are not shown as the impact is not material.

Acquisition of SureFire

On March 21, 2014, RL NZ acquired certain assets and hired certain employees of SureFire Search Limited (“SureFire”) as part of the Company’s international expansion plan. From 2010 until the acquisition, SureFire was the Company’s exclusive reseller in New Zealand.

At closing, RL NZ paid NZ$1.7 million ($1.5 million) in cash of the estimated NZ$2.8 million ($2.4 million) purchase price. The remaining balance of the estimated purchase price was deferred subject to meeting revenue targets and an indemnity holdback, payable, if at all, after the 12-month anniversary of the closing date, and the 12- and 18-month anniversaries of the closing date, respectively. The maximum amount of contingent consideration payable was NZ$2.0 million and the fair value of the contingent consideration was recorded as an accrued expense. The fair value of the earn-out consideration under the income approach was determined at the time of acquisition by using the Black-Scholes option pricing model. This approach is based on significant inputs that are not observable in the market, which are considered Level 3 inputs. Key assumptions include forecasted first year revenue, volatility of 30% based on volatilities of selected comparable companies, and a risk-free rate of 0.14% based on a one-year U.S. treasury yield rate. The liability for the indemnity holdback was recorded based on the assumption that there would be no claims made against the holdback and that 65% ($0.2 million) of the indemnity holdback would be paid April 2015 ~~with~~and the remaining 35% ($0.1 million) towould be paid October 2015. The fair value of the indemnity holdback at the date of acquisition was NZ$0.4 million ($0.3 million). On April 10, 2015, RL NZ paid NZ$0.6 million ($0.4 million), which included NZ $0.4 million ($0.3 million) of earn-out consideration due and NZ $0.3 million ($0.2 million) for the 12-month indemnity holdback release, offset by NZ $0.2 million ($0.1 million) ~~of additional consideration pursuant~~ to ~~the~~a net working ~~captial adjustment.~~capital adjustment in the Company’s favor. On September 18, 2015, RL NZ made the final payment of $0.1 million for the indemnity holdback.

The acquisition was accounted for using the acquisition method of accounting. The Company completed a preliminary purchase price allocation in the first quarter of 2014 and finalized the allocation in the third quarter of 2014 with respect to the timing of certain valuation adjustments. The Company recorded acquired assets and liabilities assumed at their respective fair values. The following table summarizes the final fair value of acquired assets and liabilities assumed (in thousands):

Assets acquired:
Goodwill	$	2,350
Intangible assets		1,280
Accounts receivable		330
Property and equipment		13
Total assets acquired		3,973
Liabilities assumed:
Deferred tax liabilities		358
Deferred revenue		284
Accrued compensation and benefits		111
Other		782
Total liabilities assumed		1,535
Total fair value of net assets acquired	$	2,438

Intangible assets acquired from SureFire included customer relationships of $1.3 million which are amortized over three years, their estimated useful life, using the straight-line method. The estimated useful life was determined based on assumptions of customer attrition rates. The fair value of the intangible assets was determined by applying the income approach and based on Level 3 inputs. Key assumptions include estimated future revenues from acquired customers and a discount rate of 25%, comprised of an estimated internal rate of return for this transaction and a weighted average cost of capital for comparable companies. The goodwill arising from the acquisition consists largely of the synergies expected from combining the operations of SureFire. The Company expects to increase its presence in the Asia Pacific region as a result of this acquisition. The acquired goodwill is not expected to be deductible for tax purposes.

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Acquisition costs in connection with the SureFire acquisition were immaterial. The revenues and results of operations of the acquired businesses for the periods post-acquisition were included in the consolidated statements of operations and were immaterial for the period ended ~~June~~September 30, 2015. The pro forma results are not shown as the impact is not material.

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Acquisition of RealPractice ~~Acquisition~~

On January 6, 2014, the Company made the final deferred payment in connection with its 2012 acquisition of RealPractice ~~acquisition~~ in the amount of $0.3 million.

5. Goodwill and Finite-Lived Intangible Assets

Goodwill represents the excess of the purchase price of our acquired businesses over the fair value of the net tangible and intangible assets acquired. The Company accounts for goodwill in accordance with ASC 350,Intangibles—Goodwill and Other, which addresses financial accounting and reporting requirements for goodwill and requires testing of goodwill at the reporting unit level for impairment at least annually. The Company’s goodwill is comprised of balances in both the North America and Asia-Pacific reporting units. The Company tests the goodwill of its reporting units for impairment annually on the first day of the fourth quarter, and whenever events occur or circumstances change that would more likely than not indicate that the goodwill might be impaired.

The goodwill impairment test involves a two-step process. However, for the annual goodwill assessment prior to performing the two-step quantitative test, the Company has the option to first assess qualitative factors. In the first step, the Company compares the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value or if the carrying value of the reporting unit is negative, the Company must perform the second step of the impairment test to measure the amount of impairment loss. In the second step, the reporting unit's fair value is allocated to the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss.

Impairment of Goodwill

During the quarter ended September 30, 2015, due to a decline in internal projections for the Asia-Pacific reporting unit of both revenue and profitability as a result of recent declines in its financial performance, the Company determined that sufficient indicators of potential impairment existed to require an interim quantitative goodwill impairment test for the Asia-Pacific reporting unit as of August 31, 2015. The amount of goodwill assigned to the Asia-Pacific reporting unit at August 31, 2015 was $32.4 million. Due to the complexity and the effort required to estimate the fair value of the Asia-Pacific reporting unit in step one of the impairment test and to estimate the fair value of all assets and liabilities of the Asia-Pacific reporting unit in step two of the test, the fair value estimates were derived based on preliminary assumptions and analysis that are subject to change. Based on the Company’s revised forecasts, the carrying value of goodwill exceeded the implied fair value of goodwill for the Asia-Pacific reporting unit. As a result, the Company recorded a preliminary impairment charge of $27.8 million for the goodwill in the Asia-Pacific reporting unit during the quarter ended September 30, 2015, which is included in impairment of goodwill in the accompanying consolidated statements of operations. Any adjustment to the estimated impairment charge will be recorded in the fourth quarter of 2015. The Company did not identify an impairment of its finite-lived intangible assets or other long-lived assets based on its estimates included in the second step of the quantitative test.

The process of estimating the fair value of goodwill is subjective and requires the Company to make estimates that may significantly impact the outcome of the analyses. The estimated fair value of the Asia-Pacific reporting unit was determined using both an income-based valuation approach, and a market-based valuation approach, each weighted 50%. Under the income approach, fair value of the reporting unit is estimated using the discounted cash flow method. The discounted cash flow method is dependent upon a number of factors, including projections of the amounts and timing of future revenues and cash flows, assumed discount rates determined to be commensurate with the risks inherent in its business model, and other assumptions. The future cash flows for the reporting unit were projected based on the Company’s estimates, at that time, of future revenues, operating income and other factors (such as working capital and capital expenditures). The Company took into account expected competitive global industry and market conditions. Under the market-based valuation approach, each reporting unit’s fair value is estimated based on industry multiples of revenues and operating earnings.

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The inputs of the discounted cash flow method used to determine the fair value of the Asia-Pacific reporting unit included a conservative average 3% growth rate to calculate the terminal value and a discount rate of 17%. Factors that have the potential to create variances in the estimated fair value of the Asia-Pacific reporting unit include, but are not limited to, fluctuations in (i) number of clients and active campaigns, which can be driven by multiple external factors affecting demand, including macroeconomic factors, competitive dynamics and changes in consumer preferences; (ii) marketing costs to generate new campaigns; and (iii) equity valuations of peer companies.

The changes in the carrying amount of goodwill for the ~~six~~nine months ended ~~June~~September 30, 2015 were as follows (in thousands):

North America

Asia-Pacific

Total

Balance at December 31, 2014
$ 13,680 $ 34,509 $ 48,189
Foreign currency translation
— (262
)
(262
)
Balance at June 30, 2015
$ 13,680 $ 34,247 $ 47,927

	North America		Asia-Pacific			Total
Goodwill at December 31, 2014	$	13,680	$	34,509		$	48,189
Accumulated impairment loss		—		(27,800	)		(27,800	)
Foreign currency translation		—		(400	)		(400	)
Balance at September 30, 2015	$	13,680	$	6,309		$	19,989

Finite-Lived Intangible Assets

At ~~June~~September 30, 2015 and December 31, 2014, finite-lived intangible assets consisted of the following (in thousands):

	June 30, 2015									September 30, 2015
	Useful Life(years)		GrossValue		Accumulated Amortization			Net		Useful Life (years)			Gross Value		Accumulated Amortization			Net
Developed technology		3-8	$	5,490	$	(2,734	)	$	2,756	3	-	8	$	5,490	$	(2,827	)	$	2,663
Customer contracts and relationships		2-4		1,732		(537	)		1,195	2	-	4		1,658		(631	)		1,027
Trade names		10		570		(35	)		535			10		570		(50	)		520
Total			$	7,792	$	(3,306	)	$	4,486				$	7,718	$	(3,508	)	$	4,210

	December 31, 2014									December 31, 2014
	Useful Life (years)		Gross Value		Accumulated Amortization			Net		Useful Life (years)			Gross Value		Accumulated Amortization			Net

Developed technology		3-8	$	5,490	$	(2,130	)	$	3,360	3	-	8	$	5,490	$	(2,130	)	$	3,360
Customer contracts and relationships		2-4		1,875		(306	)		1,569	2	-	4		1,875		(306	)		1,569
Trade names		10		570		(7	)		563			10		570		(7	)		563
Total			$	7,935	$	(2,443	)	$	5,492				$	7,935	$	(2,443	)	$	5,492

Based on the current amount of intangibles subject to amortization, the estimated amortization expense over the remaining lives is as follows (in thousands):

Years EndingDecember 31,
Years Ending December 31,
Remaining 2015	$	480	$	234
2016		959		935
2017		680		675
2018		584		584
2019		431		431
Thereafter		1,352		1,351
Total	$	4,486	$	4,210

For the three months ended ~~June~~September 30, 2015 and 2014, amortization expense related to acquired intangible assets was ~~$0.4~~$0.2 million and $0.3 million, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, amortization expense related to acquired intangible assets was ~~$0.9~~$1.2 million and ~~$0.6~~$0.9 million, respectively

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5.6. Software Development Costs

Capitalized software development costs consisted of the following (in thousands):

	June 30, 2015			December 31, 2014			September 30, 2015			December 31, 2014
Capitalized software development costs	$	62,396		$	56,498		$	65,019		$	56,498
Accumulated amortization		(40,926	)		(34,943	)		(43,864	)		(34,943	)
Capitalized software development costs, net	$	21,470		$	21,555		$	21,155		$	21,555

For the three months ended ~~June~~September 30, 2015 and 2014, the Company recorded amortization expense of ~~$3.0~~$2.8 million and ~~$2.2~~$2.5 million, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, the Company recorded amortization expense of ~~$5.8~~$8.6 million and ~~$4.7~~$7.2 million, respectively. At ~~June~~September 30, 2015 and December 31, 2014, ~~$2.3~~$2.7 million and $5.0 million, respectively, of capitalized software development costs were related to projects still in process.

6.7. Commitments and Contingencies

Legal Matters

From time to time, the Company is involved in legal proceedings arising in the ordinary course of its business. The Company believes that there is no litigation or claims pending or threatened that are likely to have a material adverse effect on its financial position, results of operations or cash flows.

North America

On May 2, 2014, a lawsuit, purporting to be a class action, was filed by one of the Company’s former clients in the United States District Court in Los Angeles. The complaint alleges breach of contract, breach of the implied covenant of good faith and fair dealing, and violation of California’s unfair competition law. The complaint seeks monetary damages, restitution and attorneys’ fees. The Company filed a motion to dismiss on June 20, 2014, which was denied on December 4, 2014. While the case is at an early stage, the Company believes that the case is substantively and procedurally without merit. The Company’s insurance carrier is providing ~~the Company with a~~ defense under a reservation of rights.

~~From time to time, the Company is involved in legal proceedings arising in the ordinary course of its business.~~ Europe

Over the past 1821 months, the ~~Company~~Company’s United Kingdom subsidiary (“RL UK”), has been involved in a number of disputes with former ~~customers~~clients that allege RL UK made misrepresentations in connection with sales to those clients. The Company resolved a number of these disputes in 2014 and believes it may face similar claims in the ~~United Kingdom that allege that the Company was not fully transparent in its pricing.~~future. On June 15, 2015, one ~~of the Company’s~~ former ~~clients in the United Kingdom~~client filed a lawsuit in the High Court of Justice alleging fraudulent misrepresentations and breach of contract. The Company’s insurance carrier is providing ~~the Company with~~ a defense under a reservation of rights. The Company ~~resolved similar matters in 2014 and~~ has adequately reserved for ~~such matters~~this matter based on the current estimate of outcomes.

~~The Company believes that there is no litigation or claims pending or threatened that are likely to have a material adverse effect on its financial position, results of operations or cash flows.~~

Other Commitments

The Company ~~has~~ engaged a third party facilitator to provide direct support in the execution of its 2015 Restructuring Plan. In addition to fees incurred during the ~~six~~nine months ended ~~June~~September 30, 2015, the Company ~~expects~~will continue to ~~incur additional~~make payments for the final committed fees ~~to be determined~~ based on the future projected value of results achieved by the facilitator-led program. See Note 9,10, Restructuring Charges, for more information.

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7.8. Stockholders’ Equity

Common Stock Repurchases

The Company’s Board of Directors previously authorized the repurchase of up to $47.0 million of the Company’s outstanding common stock. At ~~March~~December 31, ~~2015,~~2014, the Company had executed repurchases of 3.4 million shares of its common stock under the program for an aggregate of $36.3 million. There were no repurchases under the program during 2015. On April 29, 2015, the Board of Directors terminated the Company’s repurchase program.

The Company is deemed to repurchase common stock surrendered by participants to cover tax withholding obligations with respect to the vesting of restricted stock and restricted stock units.

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8.9. Stock-Based Compensation

Stock Options

The following table summarizes stock option activity (in thousands, except years and per share amounts):

	Number of Shares			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value		Number of Shares			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2014		6,096		$	9.48						6,096		$	9.48
Granted		5,320		$	4.49						5,571		$	4.43
Exercised		(26	)	$	0.24						(31	)	$	0.24
Forfeited		(3,741	)	$	10.40						(4,398	)	$	9.67
Outstanding at June 30, 2015		7,649		$	5.60		6.6	$	—
Outstanding at September 30, 2015											7,238		$	5.52		6.5	$	—

Vested and exercisable at June 30, 2015		1,568		$	9.75		5.3	$	—
Vested and exercisable at September 30, 2015											1,961		$	8.87		5.4	$	—

Unvested at June 30, 2015, net of estimated forfeitures		4,723		$	4.52		6.9	$	—
Unvested at September 30, 2015, net of estimated forfeitures											4,194		$	4.28		6.9	$	—

The following table presents the weighted-average assumptions used to estimate the fair values of the stock options granted during the three and ~~six~~nine months ended ~~June~~September 30, 2015 and ~~2014.~~2014:

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014			2015			2014			2015			2014
Expected dividend yield		0	%		0	%		0	%		0	%		0	%		0	%		0	%		0	%
Risk-free interest rate		1.54	%		1.71	%		1.53	%		1.63	%		1.68	%		1.62	%		1.54	%		1.63	%
Expected life (in years)		4.99			5.32			4.93			5.09			4.75			4.75			4.92			5.08
Expected volatility		57	%		54	%		57	%		54	%		57	%		54	%		57	%		54	%

The per-share weighted average grant date fair value of options granted during the ~~six~~nine months ended ~~June~~September 30, 2015 was ~~$2.35.~~$2.31. The aggregate intrinsic value of stock options exercised during the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, were $0.1 million and $2.7 million, respectively.

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Restricted Stock and Restricted Stock Units

The following table summarizes restricted stock and restricted stock unit awards (in thousands, except per share amounts):

Number of
shares

Weighted
Average Grant
Date Fair Value

Unvested at December 31, 2014
912 $ 5.98
Granted
— $ —
Forfeited
(64
)
$ 9.44
Vested
(140
)
$ 10.07
Unvested at June 30, 2015
708 $ 5.60

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	Number of shares			Weighted Average Grant Date Fair Value
Unvested at December 31, 2014		912		$	5.98
Granted		—		$	—
Forfeited		(88	)	$	9.80
Vested		(192	)	$	10.48
Unvested at September 30, 2015		632		$	6.64

Stock-Based Compensation Expense

The Company records stock-based compensation expense, net of amounts capitalized as software development costs. The following table summarizes stock-based compensation (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014		2015		2014		2015		2014
Stock-based compensation	$	2,314	$	3,597	$	4,579	$	8,266	$	2,281	$	2,798	$	6,861	$	11,064
Less: Capitalized stock-based compensation		100		121		219		219		86		127		305		346
Stock-based compensation expense, net	$	2,214	$	3,476	$	4,360	$	8,047	$	2,195	$	2,671	$	6,556	$	10,718

Stock-based compensation, net of capitalization, is included in the accompanying condensed consolidated statements of operations within the following captions (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014		2015		2014		2015		2014
Stock-based compensation expense, net
Cost of revenue	$	134	$	255	$	290	$	530	$	115	$	205	$	405	$	735
Selling and marketing		424		859		906		1,736		400		616		1,306		2,352
Product and technology		126		222		294		608		197		—		491		608
General and administrative		1,530		2,140		2,870		5,173		1,483		1,850		4,354		7,023
	$	2,214	$	3,476	$	4,360	$	8,047	$	2,195	$	2,671	$	6,556	$	10,718

At ~~June~~September 30, 2015, there was ~~$13.0~~$13.2 million of unrecognized stock-based compensation related to restricted stock, restricted stock units and outstanding stock options, net of estimated forfeitures. This amount is expected to be recognized over a weighted average period of ~~1.3~~1.53 years. Future stock-based compensation expense for these awards may differ to the extent actual forfeitures vary from management estimates.

Stock-based compensation for the ~~six~~nine months ended ~~June~~September 30, 2014 includes $1.9 million of expense related to modification of grants to 73 option holders in March 2014, which extended the time to exercise from seven years to ten years for certain options granted during 2008 and 2009 with an exercise price of $10.91.

Commencing in 2015, 50% of the ~~Company's~~Company’s annual corporate bonus plan for certain executives and senior level employees will be settled with fully vested restricted stock units, and is payable in the first quarter of the following fiscal year. The plan does not limit the number of shares that can be issued to settle the obligation. During the three and ~~six~~nine months ended ~~June~~September 30, 2015, the Company has recognized stock-based compensation expense related to this plan of ~~$0.4 million.~~$0.2 million and $0.6 million, respectively. As of ~~June~~September 30, 2015, ~~128,000~~295,000 shares would be required to satisfy the obligation relating to the 2015 annual corporate bonus plan.

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Stock Option Exchange

On December 2, 2014, the Company commenced an option exchange to permit employee option holders to surrender certain outstanding stock options for cancellation in exchange for the grant of new replacement options to purchase an equal number of shares having an exercise price equal to the greater of $6.00 and the fair market value of the Company’s common stock on the replacement grant date. The option exchange was completed on January 9, 2015. Exchanged options were cancelled at that time and immediately thereafter, the Company granted replacement options under the Amended and Restated ReachLocal 2008 Stock Incentive Plan with exercise prices of $6.00 per share. A total of 2.8 million options were exchanged. The Company will amortize the incremental expense of $1.5 million in addition to the remaining expense attributable to the exchanged awards over the vesting period of the new ~~award.~~awards.

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9.10. Restructuring Charges

The Company has implemented various restructuring plans to reduce its cost structure, align resources with its product strategy, improve operating efficiency and implement cost savings, which have resulted in workforce reductions and the consolidation of certain real estate facilities and data centers.

2015Restructuring Plan

In accordance with the Company’s ongoing efforts to reduce expenses and improve the operating performance of its business, the Company commenced its 2015 Restructuring Plan. The initiative is focused on enhancing earnings through an analysis of opportunities to both improve revenue performance and reduce costs. Operational efficiency improvements under the 2015 Restructuring Plan are identified and implemented through strategic realignment and targeted cost reductions, including workforce costs, facility-related expenditures and other operating expenses. The charges incurred during the ~~six~~nine months ended ~~June~~September 30, 2015 primarily involved down-sizing certain facilities in North America, costs to utilize a third party facilitator to aid execution of the plan, and a reduction of the Company’s North American and international workforces. The Company expects to have continued restructuring activity under this plan, including estimated additional expenses relating to facilitation and execution of the plan of ~~$1.9~~$1.2 million, ~~which are~~ estimated to be incurred through the third quarter of 2016.

A summary of the accrued restructuring liability related to this plan, which is recorded in “Accrued restructuring” on the condensed consolidated balance sheet is as follows (in thousands):

	Workforce Reduction Costs			Facility Closures and Equipment Write-downs			Other Associated Costs			Total			Workforce Reduction Costs			Facility Closures and Equipment Write-downs			Other Associated Costs			Total
Balance at December 31, 2014	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Amounts accrued		865			1,144			2,768			4,777			1,376			1,148			3,236			5,760
Amounts paid		(600	)		(59	)		(1,020	)		(1,679	)		(1,041	)		(157	)		(2,248	)		(3,446	)
Accretion		—			11			—			11			—			11			—			11
Non-cash items		3			(574	)		—			(571	)		(3	)		(574	)		—			(577	)
Balance at June 30, 2015	$	265		$	522		$	1,748		$	2,538

Balance at September 30, 2015													$	332		$	428		$	988		$	1,748

The Company expects the facility closures and equipment write-downs to be paid through the third quarter of 2024 and the workforce reduction costs to be paid through the ~~third~~fourth quarter of 2015.

2014 Restructuring Plans

As a result of declining performance in the Company’s North American operations during the first quarter of 2014, the Company implemented a restructuring plan which primarily involved a reduction of the Company’s North American and international workforces as well as the closure of facilities in North America and certain international markets. The Company does not expect to have continued restructuring activity under this ~~plan.~~plan, other than settlement of associated liabilities.

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A summary of the accrued restructuring liability related to this plan, which is recorded in “Accrued restructuring” on the condensed consolidated balance sheet is as follows (in thousands):

Facility Closures
and Equipment
Write-downs

Total

Balance at December 31, 2014
$ 2,519 $ 2,519
Amounts paid
(401
)
(401
)
Accretion
16 16
Balance at June 30, 2015
$ 2,134 $ 2,134

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	Facility Closures and Equipment Write-downs			Total
Balance at December 31, 2014	$	2,519		$	2,519
Amounts paid		(548	)		(548	)
Accretion		33			33
Balance at September 30, 2015	$	2,004		$	2,004

The Company expects the facility closures and equipment write-downs to be paid through the third quarter of 2024.

During the second quarter of 2014, the Company implemented a business restructuring plan which involved the elimination of certain senior management positions, a reduction of international workforce, as well as the closure of facilities in certain international markets. The Company does not expect to have continued restructuring activity under this ~~plan.~~plan, other than settlement of associated liabilities.

A summary of the accrued restructuring liability related to this plan, which is recorded in “Accrued restructuring” on the condensed consolidated balance sheet is as follows (in thousands):

	Workforce Reduction Costs			Facility Closures			Total			Workforce Reduction Costs			Facility Closures			Total
Balance at December 31, 2014	$	51		$	626		$	677		$	51		$	626		$	677
Amounts accrued		—			(189	)		(189	)		—			(189	)		(189	)
Amounts paid		(50	)		(228	)		(278	)		(50	)		(361	)		(411	)
Non-cash items		(1	)		28			27			(1	)		29			28
Balance at June 30, 2015	$	—		$	237		$	237
Balance at September 30, 2015										$	—		$	105		$	105

The Company expects the facility costs to be paid through the second quarter of 2016.

~~10.~~11. Term Loan

On April 30, 2015, the Company entered into the Loan Agreement with its direct and indirect domestic subsidiaries, as co-borrowers, Hercules Technology Growth Capital, Inc. (“Hercules”), as administrative agent, and the lenders party thereto from time to time (the “Lenders”), including Hercules, pursuant to which the Lenders agreed to make a term loan available to the Company for working capital and general business purposes, in a principal amount of $25.0 million. The term loan has an annual interest rate equal to the greater of (i) 11.75% and (ii) the sum of (a) the prime rate, plus (b) 8.50%. On the closing date the Company paid a fee of $0.3 million, which is to be credited against the final payment, and debt issuance costs of $0.2 million. Debt issuance costs ~~wil~~will be amortized over the life of the loan of 3 years and calculated using the effective interest method.

The Company is required to make interest-only payments on the term loan through May 1, 2016, though such payments may be extended through August 1, 2016 and November 1, 2016 if the Company remains in continuous compliance with the financial covenants under the Loan Agreement through April 1, 2016 and July 1, 2016, respectively, and no default or event of default has occurred and is continuing on such dates. The term loan will begin amortizing at the end of the applicable interest-only period, with monthly payments of principal and interest to the Lenders in consecutive monthly installments following the end of such interest-only period. The term loan matures on April 1, 2018; provided, however, that if the interest-only payments are extended through November 1, 2016, the term loan will instead mature October 1, 2018. Upon repayment of the term loan, the Company is also required to make a final payment to the Lenders equal to $1.5 million, which is accrued as interest based on the effective interest method over the 3-year term of the Loan Agreement. The term loan is secured by substantially all of the Company’s personal property, including its intellectual property.

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At the Company’s option, the outstanding principal balance of the term loan may be prepaid in whole, or in part in a minimum amount of $2.5 million, subject to a prepayment fee of 3% of any amount prepaid if the prepayment occurs on or prior to April 30, 2016, or 2% of the amount prepaid if the prepayment occurs after April 30, 2016 but on or prior to April 30, 2017. If the prepayment occurs after April 30, 2017, there is no prepayment fee.

The Loan Agreement includes covenants applicable to the Company and its subsidiaries, which include restrictions on transferring collateral, incurring additional indebtedness, engaging in mergers or acquisitions, paying dividends or making other distributions, making investments, creating liens, selling assets, and undergoing a change in control, in each case subject to certain exceptions, as well as financial covenant requirements to maintain certain minimum levels of revenue and earnings during each three-month period, tested monthly, during the term. The Company is also required to maintain minimum cash in North America in an amount equal to $17.5 million at all times, unless the Company achieves positive “Adjusted EBITDA” as defined in the Loan Agreement for three consecutive quarters, in which case the minimum cash balance decreases to $12.5 million. The Loan Agreement also includes events of default, the occurrence and continuation of which provide Hercules, as administrative agent, with the right to exercise remedies against the Company and the collateral securing the term loan, including potential foreclosure against the Company’s assets securing the Loan Agreement, including the Company’s cash. ~~As of June 30, 2015,~~The Loan Agreement contains a subjective acceleration clause that can be triggered if the Company ~~was~~experiences a Material Adverse Effect, as defined in ~~compliance with all term loan covenants.~~

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the Loan Agreement, which would be considered an event of default.On August 3, 2015, the Company entered into an amendment to the Loan Agreement with Hercules, which ~~reduces~~reduced the term loan’s covenant thresholds for revenue for the months ending September 30, 2015 through December 31, 2015.On November 9, 2015, the Company entered into an amendment to the Loan Agreement with Hercules, which waives compliance with the term loan’s revenue and earnings covenant thresholds for November and December 2015. In connection with the amendment, the Company (i) paid Hercules a one-time fee of $0.2 million, (ii) reset the schedule of prepayment fees to begin from the November 9, 2015, instead of April 30, 2016, and (iii) agreed to amend the Hercules warrant as described below no later than November 16, 2016. As of September 30, 2015, the Company was in compliance with all of the financial covenants of the Loan Agreement.

Warrant

Concurrently with entrance into the Loan Agreement, the Company issued to Hercules, as the sole lender on the closing date, a warrant to purchase up to 177,304 shares of the Company’s common stock at an exercise price of $2.82 per share.In connection with the November 9, 2015 Loan Agreement amendment, the Company agreed to amend the warrant to increase the number of shares to 300,000 and reduce the exercise price to $0.85. The warrant would be exercisable in full and not in part. In addition, if upon the sale of all shares issued upon exercise of the warrant, or in the case of a merger or sale transaction involving other securities in whole or in part, upon the sale of such securities, the absolute return on the warrant exceeds $2.55 per share underlying the warrant, the warrant holder will pay to the Company the excess in cash. The warrant may be exercised either for cash or on a cashless basis. The warrant expires April 30, 2022. The Company estimated the fair value of the warrant to be $0.3 million based on its relative fair value to the term loan using a Black-Sholes pricing model and accounted for the warrant as a component of additional paid-in capital. The warrant will be amortized in the income statement as a component of debt issuance cost.

~~11.~~12. Income Taxes

The Company provides for income taxes in interim periods based on the estimated effective income tax rate for the complete fiscal year. For the three months and nine months ended ~~June~~September 30, 2015, the Company recorded ~~a benefit from~~provisions for income taxes ~~totaling $40,000~~of $0.4 million and ~~for the six months ended June 30, 2015, the Company recorded~~$0.5 million, respectively. This is compared to a provision for income taxes of ~~$59,000. This is compared to a benefit from income taxes of $1.1 million~~$35,000 for the three months ended ~~June~~September 30, 2014 and a benefit from income taxes of ~~$3.0~~$2.9 million for the ~~six~~nine months ended ~~June~~September 30, 2014. The Company’s tax provision notwithstanding pre-tax losses is due to its full valuation allowance against its net deferred tax assets in the US and certain foreign jurisdictions. Generally, a full valuation allowance will result in a zero net tax provision, since the income tax expense or benefit that would otherwise be recognized is offset by the change in the valuation allowance. However, the income tax provisions for the three and ~~six~~nine months ended ~~June~~September 30, 2015 ~~relates~~relate primarily to income taxes in the Company’s state and foreign jurisdictions and a non-cash income tax liability related to tax deductible goodwill that cannot be considered when determining a need for a valuation allowance.

The income tax provision is computed on the year to date pretax income of the consolidated entities located within each taxing jurisdiction based on current tax law. Deferred tax assets and liabilities are determined based on the future tax consequences associated with temporary differences between income and expenses reported for financial accounting and tax reporting purposes. A valuation allowance for deferred tax assets is recorded to the extent the Company determines that it is more likely than not that the deferred tax assets will not be realized.

Realization of deferred tax assets is principally dependent upon future taxable income, the estimation of which requires significant management judgment. The Company’s judgment regarding future profitability may change due to many factors, including future market conditions and the Company’s ability to successfully execute its business plans and/or tax planning strategies. These changes, if any, may require material adjustments to these deferred tax asset balances. On a quarterly basis, the Company reassesses the need for these valuation allowances based on operating results and its assessment of the likelihood of future taxable income and developments in the relevant tax jurisdictions. The Company continues to maintain a valuation allowance against its net deferred tax assets in US and various foreign jurisdictions, where the Company believes it is more likely than not that deferred tax assets will not be realized.

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The Company strives to resolve open matters with each tax authority at the examination level and could reach an agreement with a tax authority at any time. While the Company has accrued for amounts it believes are the expected outcomes, the final outcome with a tax authority may result in a tax liability that is more or less than that reflected in the financial statements. In addition, the Company may later decide to challenge any assessments, if made, and may exercise its right to appeal. The liability is reviewed quarterly and adjusted as events occur that affect potential liabilities for additional taxes, such as lapsing of applicable statutes of limitations, proposed assessments by tax authorities, negotiations between tax authorities, identification of new issues, and issuance of new legislation, regulations or case law. Management believes that adequate amounts of tax and related interest, if any, have been provided for any adjustments that may result from these examinations of uncertain tax positions. Interest and penalties are included in income tax expense.

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The Company and its subsidiaries file income tax returns in the U.S. federal, various state and foreign jurisdictions. The Company has used net operating losses in recent periods, which extended the statutes of limitations with respect to a number of the Company’s tax years. Currently a majority of the Company’s tax years remain subject to audit, however, certain jurisdiction’s statutes of limitations will begin to expire in 2016.

~~12.~~13. Net Loss Per Share

Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potential dilutive shares outstanding during the period, to the extent such shares are dilutive. Potential dilutive shares are composed of incremental common shares issuable upon the exercise of stock options, warrants and unvested restricted shares using the treasury stock method. Basic income (loss) from continuing operations per share is computed by dividing income (loss) from continuing operations for the period by the weighted average number of common shares outstanding during the period. Shares of unvested restricted stock are excluded from the calculation of basic weighted average shares outstanding, but their dilutive impact is added back in the calculation of diluted weighted average shares outstanding. Diluted income (loss) from continuing operations per share is computed by dividing income (loss) from continuing operations for the period by the weighted average number of common and potentially dilutive securities outstanding during the period, to the extent such shares are dilutive. The Company had a loss from continuing operations for the three and ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, and therefore the number of diluted shares was equal to the number of basic shares for the period.

The following weighted average number of potentially dilutive securities have been excluded from the calculation of diluted net income (loss) per common share as they would be anti-dilutive for the periods below (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014		2015		2014		2015		2014
Deferred stock consideration and unvested restricted stock		644		775		779		653		656		893		664		739
Stock options and warrant		7,189		7,163		6,721		6,258		7,504		6,696		6,982		6,621
		7,833		7,938		7,500		6,911		8,160		7,589		7,646		7,360

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The following table sets forth the computation of basic and diluted income from continuing operations per share (in thousands, except per share amounts):

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014			2015			2014			2015			2014
Numerator:
Loss from continuing operations	$	(10,593	)	$	(10,326	)	$	(23,375	)	$	(16,639	)	$	(35,637	)	$	(11,284	)	$	(59,012	)	$	(27,923	)
Denominator:
Weighted average common shares used in computation of loss per share from continuing operations, basic		29,097			28,469			29,083			28,279			29,194			28,515			29,120			28,360

Loss per share from continuing operations, basic	$	(0.36	)	$	(0.36	)	$	(0.80	)	$	(0.59	)	$	(1.22	)	$	(0.40	)	$	(2.03	)	$	(0.98	)

Loss per share from continuing operations, diluted	$	(0.36	)	$	(0.36	)	$	(0.80	)	$	(0.59	)	$	(1.22	)	$	(0.40	)	$	(2.03	)	$	(0.98	)

~~13.~~14. Segment Information

The Company operates in one operating segment. The Company’s chief operating decision maker manages the Company’s operations on a consolidated basis for purposes of evaluating financial performance and allocating resources.

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~~14.~~15. Supplemental Cash Flow Information

The following table sets forth supplemental cash flow disclosures (in thousands):

	Six Months EndedJune 30,						Nine Months EndedSeptember 30,
	2015			2014			2015		2014
Non-cash investing and financing activities:
Capitalized software development costs resulting from stock-based compensation and deferred payment obligations	$	219		$	219		$	305	$	346
Deferred payment obligation decrease	$	—		$	(290	)	$	—	$	(290	)
Unpaid purchases of property and equipment	$	131		$	317		$	113	$	172

Assets acquired under capital leases	$	(204	)	$	—		$	130	$	823
Investment related to the ClubLocal disposition	$	—		$	4,500		$	—	$	4,500
Issuance of warrant	$	250		$	—		$	250	$	—

~~15.~~16. Discontinued Operations

ClubLocal

In the fourth quarter of 2013, the Company’s Board of Directors approved a plan to dispose of the Company’s ClubLocal business, and on February 18, 2014, the Company closed a transaction in which it transferred its ClubLocal business to SERVIZ, Inc. in exchange for a minority equity interest. The Company has an equity interest in the new entity of 14.2%, with a recorded fair value of $4.5 million. As a result of the disposition, the Company recorded a gain on disposal of $0.8 million, net of income tax of $0.4 ~~million.~~million in the first quarter of 2014. This business has been accounted for as discontinued ~~operations for all periods presented.~~operations.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Notice Regarding Forward-Looking Statements

In this document, ReachLocal, Inc. and its subsidiaries are referred to as “we,” “our,” “us,” the “Company” or “ReachLocal.”

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our 2014 Annual Report on Form 10-K.

This quarterly report on Form 10-Q contains “forward-looking statements” that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “will,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included in our 2014 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Overview

ReachLocal’s mission is to provide more customers to businesses around the world. We began in 2004 with the goal of helping local businesses move their advertising spend from traditional media and yellow pages to online search. While we have sold to a variety of local businesses and will continue to do so, our present focus is on small to medium-sized businesses (SMBs) and in particular, what we refer to as Premium SMBs. A Premium SMB generally has 10 to 30 employees, $1 to $10 million in annual revenue and spends approximately $40,000 annually on marketing. Premium SMBs have become increasingly sophisticated in their understanding of online marketing. However, we believe that Premium SMBs have not changed their desire for a single, unified solution to their marketing needs. Our goal is to provide a total digital marketing solution that will address the bulk of Premium SMBs’ online marketing needs. Our total digital marketing solution consists of products and solutions in three categories: software (ReachEdge™ and Kickserv™), digital advertising (including ReachSearch™, ReachDisplay™, ReachDisplay InApp^TM and ReachRetargeting™), and web presence (including ReachSite ™, ReachSEO™, ReachCast™ and TotalLiveChat™).

We began by offering online advertising solutions with the rollout of ReachSearch in 2005, when we pioneered the provisioning of search engine marketing services (SEM) on a mass scale for ~~SMBs~~local businesses through the use of our technology platform. ReachSearch combines search engine marketing optimized across multiple publishers, call tracking and call recording services, and industry leading campaign performance transparency. ReachSearch remains a leading SEM offering for local businesses and has won numerous awards since its rollout. However, ReachSearch does not solve all of the online advertising challenges of our local business clients. We have therefore added additional elements to our platform including our display product, ReachDisplay, our behavioral targeting product, ReachRetargeting, and other products that are primarily focused on leveraging third-party media to drive leads to our clients.

To complement our online digital advertising solutions, we have also launched a number of presence solutions. These solutions include websites, social, search engine optimization (SEO), chat and other products and solutions, all focused on expanding and leveraging our clients’ web presence. Often these products are designed to work in concert with our digital advertising products with a goal of enhancing the return to our clients. These products are generally available in North America and selectively available in our international markets. ~~We intend to continue to make more of our solutions available in more of our international markets.~~

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We also recognize that even successfully driving leads to our clients does not represent a complete solution to local businesses’ online marketing needs. To better respond to our clients’ online marketing needs, we expanded into lead conversion software with the introduction of ReachEdge. The launch of ReachEdge in 2013 was our first step to move beyond being a media-driven lead generation business to offer integrated solutions for our clients. ReachEdge is marketing automation and lead conversion software designed to enhance lead tracking and conversion, and includes tools for capturing web traffic information and converting leads into new customers for our clients. Initially, ReachEdge only came bundled with a responsive website. However, beginning in the first quarter of 2015, clients have been able to license ReachEdge’s lead conversion software without having to also purchase a website. ReachEdge now refers only to the lead conversion software and ReachSite + ReachEdge refers to the combination of ReachEdge with a website. ~~We believe that~~Our aim in this disaggregation ~~of the solution will~~is to enable us to expand the market opportunity by ~~enabling~~allowing us to sell ReachEdge to local businesses who do not need a new website or who purchase their website from another provider.

Over time, we plan to add additional dynamic optimization functionality to ReachEdge, as well as features that create a more seamless relationship between our clients and their customers. For ~~instance,~~example, in the fourth quarter of 2014, we acquired Kickserv, a provider of cloud-based business management software for service businesses. With this addition, we now have the ability to provide an end-to-end solution to our clients that starts with lead generation (ReachSearch, ReachDisplay and ReachSEO), includes lead conversion software (ReachEdge), and then closes and manages the business relationship (Kickserv). Local businesses already spend marketing dollars in these categories with a significant number of providers in a highly fragmented and confusing marketplace. Our integrated total marketing solution seeks to address this broad array of business needs with a simple integrated solution.

While our strategy is to expand our solution offerings, ReachSearch will, for the foreseeable future, continue to represent the significant majority of our revenue. However, we believe that the expansion of our product suite moves us closer to our goal of becoming the one-stop shop for our clients and will provide our clients with significantly greater value as our products are used together.

We sell our products and solutions directly, through our inside and outside sales forces, in what we refer to as our Direct Local channel. Each of our regional markets employs a somewhat different sales model tailored to that market. In North America we have recently transitioned our direct sales force to a new model where our sales personnel (now called Digital Marketing Consultants or DMCs) will both generate the sale and manage the relationship. However, each DMC will be paired with a Marketing Expert (or ME) ~~that~~who will provide day-to-day campaign management. We believe that this approach will enable clients to have an ongoing relationship with their DMC, but with the support of the ME, the DMC will be able to focus primarily on selling and managing relationships. ~~If the DMC model proves successful, we will apply elements of it to our international markets wherever it makes sense to do so.~~

We refer to our separate sales channel targeting national brands, franchises and strategic accounts with operations in multiple local markets, and select third-party agencies and resellers as our NBAR channel. The sales process for the NBAR channel typically has substantially longer lead times than in our Direct Local channel. In addition, national brand clients often involve complexity due to operational and marketing requirements that are not normally required by our Direct Local clients. Our third-party agencies and reseller partners use our technology platform in customer segments where they have sales forces with established relationships with their client bases. We currently have over 400 agencies and resellers actively selling on our technology platform. We have a team that is responsible for identifying potential agencies and resellers, training their sales forces to sell our products and services and supporting the relationships on an ongoing basis.

WeIn addition to the United States and Canada, we have ~~also historically focused on international expansion. Our first expansion was~~sales operations in Australia, ~~in 2006. We have subsequently entered Europe (the~~New Zealand, Japan, the United Kingdom, Germany, the Netherlands, Austria Brazil and ~~Austria), Japan, Brazil, Mexico and New Zealand. However, in 2015 we~~Mexico. We are ~~focusing on introducing more components of our total digital marketing system in~~currently reviewing our international operations in order to rationalize our underperforming markets and ~~optimizing our~~optimize operations in our ~~existing large market locations including Germany, Brazil and Japan, which we believe present substantially larger market opportunities than Australia, currently our largest international market.~~primary markets.

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Operating Metrics

We track the number of Active Clients and Active Product Units to evaluate the growth, scale and diversification of our business. We also use these metrics to determine the needs and capacity of our sales forces, our support organization, and other personnel and resources.

Active Clients is a number we calculate to approximate the number of clients directly served through our Direct Local channel as well as clients served through our National Brands, Agencies and Resellers channel. We calculate Active Clients by adjusting the number of Active Product Units to combine clients with more than one Active Product Unit as a single Active Client. Clients with more than one location are generally reflected as multiple Active Clients. Because this number includes clients served through the ~~National Brands, Agencies and Resellers (NBAR)~~NBAR channel, Active Clients includes entities with which we do not have a direct client relationship. Numbers are rounded to the nearest hundred.

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Active Product Units is a number we calculate to approximate the number of individual products, licenses, or services we are providing to Active Clients. For example, if we were performing both ReachSearch and ReachDisplay campaigns for a client who also licenses ReachEdge, we consider that three Active Product Units. Similarly, if a client purchases ReachSearch campaigns for two different products or purposes, we consider that two Active Product Units. Numbers are rounded to the nearest hundred.

At ~~June~~September 30, 2015, we had approximately ~~19,500~~18,500 Active Clients and ~~29,600~~29,700 Active Product Units, as compared to approximately ~~23,200~~21,900 Active Clients and ~~34,600~~33,200 Active Product Units at ~~June~~September 30, 2014. Active Clients decreased by ~~3.5%~~5.1% and Active Product Units ~~decreased~~increased by ~~3.6%~~0.3%, ~~respectively,~~ compared to ~~the period ended March 31,~~at June 30, 2015. The decrease in the number of Active Clients and Active Product Units is primarily due to an overall decrease in salespeople in both the Direct Local and NBAR channel as we ~~have~~ decreased the size of our salesforce ~~size during the ongoing transition~~in an effort to ~~our new sales model and tougher selling environments in certain markets~~focus on more productive salespeople,, partially offset by the addition of Kickserv clients and increased client retention in the Direct Local channel. The productivity of our current sales force improved compared to the prior-year period, but not enough to offset the decrease in number of sales people, which we attribute to more difficult selling environments in most of our markets.

Basis of Presentation

Sources of Revenue

We derive our revenue principally from the provision and sale of online marketing products to our clients. Revenue includes (i) the sale of our ReachSearch, ReachDisplay, ReachRetargeting and other products based on a package pricing model in which our clients commit to a fixed fee that includes the media, optimization, reporting and tracking technologies of our technology platform, and the personnel dedicated to support and manage their campaigns; (ii) the license (or sale) of ReachEdge, ReachSite, ReachSEO, TotalLiveChat, ReachCast, TotalTrack, Kickserv and other products and solutions; and (iii) set-up, management and service fees associated with these products and other solutions. We distribute our products and solutions directly through our outside and inside sales force that is focused on serving local businesses in their local markets through a consultative process, which we refer to as our Direct Local channel, as well as a separate sales force targeting our National Brands, Agencies and Resellers channel. The sales cycle for sales to our clients ranges from one day to over a month. Sales to our National Brands, Agencies and Resellers clients generally require several months.

We typically enter into multi-month agreements for the delivery of our products. Under our agreements, our Direct Local clients typically pay, in advance, a fixed fee on a monthly basis, which includes all charges for the included technology and any media services, management, third-party content and other costs and fees. We record these prepayments as deferred revenue and only record revenue for income statement purposes as we purchase media and perform other services on behalf of clients. Certain Direct Local clients are extended credit privileges with payment generally due in 30 days. Revenue from the licensing of our products is recognized on a straight-line basis over the applicable license or service period. There were ~~$2.6~~$4.2 million and $3.2 million of accounts receivable related to our Direct Local channel at ~~June~~September 30, 2015 and December 31, 2014, respectively.

Our National Brands, Agencies and Resellers clients enter into agreements of various lengths or that are indefinite. Our National Brands, Agencies and Resellers clients either pay in advance or are extended credit privileges with payment generally due in 30 to 60 days. There were ~~$3.4~~$3.5 million and $5.0 million of accounts receivable related to our National Brands, Agencies and Resellers at ~~June~~September 30, 2015 and December 31, 2014, respectively.

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Cost of Revenue

Cost of revenue consists primarily of the costs of online media acquired from third-party publishers. Media cost is classified as cost of revenue in the period in which the corresponding revenue is recognized. From time to time, publishers offer us rebates based upon various factors and operating rules, including the amount of media purchased. We record these rebates in the period in which they are earned as a reduction to cost of revenue and the corresponding payable to the applicable publisher, or as an other receivable, as appropriate. Cost of revenue also includes the third-party telephone and information services costs, other third-party service provider costs, data center and third-party hosting costs, credit card processing fees, and other direct costs.

In addition, cost of revenue includes costs to manage and operate our various solutions and technology infrastructure, other than costs associated with our sales force, which are reflected as selling and marketing expenses. Cost of revenue includes salaries, benefits, bonuses and stock-based compensation for the related staff, including our marketing experts who manage client accounts and provide client-facing support, and allocated overhead such as depreciation expense, rent and utilities. Cost of revenue also includes the amortization and impairment charges on acquired technology, customer relationships and trade names.

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Operating Expenses

Selling and Marketing.Selling and marketing expenses consist primarily of personnel and related expenses for our selling and marketing staff, including salaries and wages, commissions and other variable compensation, benefits, bonuses and stock-based compensation; travel and business costs; training, recruitment, marketing and promotional events; advertising; other brand building and product marketing expenses; and occupancy, technology and other direct overhead costs. A portion of the compensation for employees in the sales organization is based on commissions. In addition, the cost of agency commissions is included in selling and marketing expenses. Generally, commissions are expensed as earned. We pay commissions to certain sales people for the acquisition of new clients. Because client contracts are generally not cancelable without a penalty, we defer those commissions and amortize them over the initial contract term.

Product and Technology.Product and technology expenses consist primarily of personnel and related expenses for our product development and engineering professionals, including salaries, benefits, bonuses and stock-based compensation, and the cost of third-party contractors and certain third-party service providers and other expenses, including occupancy, technology and other direct overhead costs. Technology operations costs, including related personnel and third-party costs, are included in product and technology expenses. We capitalize a portion of costs for software development and, accordingly, include amortization of those costs as product and technology expenses as our technology platform addresses all aspects of our activities, including supporting the selling and consultation process, online publisher integration, efficiencies and optimization, providing insight to our clients into the results and effects of their online advertising campaigns and supporting all of the financial and other back-office functions of our business.

Product and technology expenses also include the amortization of the technology obtained in acquisitions and expenses of the deferred payment obligations related to acquisitions attributable to product and technology personnel. Product and technology costs do not include the costs to deliver our solutions to clients, which are included in cost of revenue.

General and Administrative.General and administrative expenses consist primarily of personnel and related expenses for board, executive, legal, finance, human resources and corporate communications, including wages, benefits, bonuses and stock-based compensation, professional fees, insurance premiums, business taxes and other expenses, including occupancy, technology and other direct overhead, public company costs and other corporate expenses.

Restructuring Charges. Restructuring charges consist of costs associated with the realignment and reorganization of our operations. Restructuring charges include employee termination costs, facility closure and relocation costs, contract termination costs and costs associated with utilizing a third party consultant to facilitate the execution of the plan. The timing of associated cash payments is dependent upon the type of exit cost and can extend over a 12-month period or longer. We record liabilities related to restructuring charges in accrued restructuring in the condensed consolidated balance sheets. See further discussion in Note 910 of the Notes to the Condensed Consolidated Financial Statements.

Goodwill Impairment. During the quarter ended September 30, 2015, due to a decline in internal projections for the Asia-Pacific reporting unit of both revenue and profitability as a result of recent declines its financial performance, we determined that sufficient indicators of potential impairment existed to require an interim quantitative goodwill assessment for the Asia-Pacific reporting unit as of August 31, 2015. The amount of goodwill assigned to the Asia-Pacific reporting unit at August 31, 2015 was $32.4 million. Due to the complexity and the effort required to estimate the fair value of the Asia-Pacific reporting unit in step one of the impairment test and to estimate the fair value of all assets and liabilities of the Asia-Pacific reporting unit in step two of the test, the fair value estimates were derived based on preliminary assumptions and analysis that are subject to change. Based on our revised forecasts, the carrying value of goodwill exceeded the implied fair value of goodwill for the Asia-Pacific reporting unit. As a result, we recorded a preliminary impairment charge of $27.8 million for the goodwill in the Asia-Pacific reporting unit during the quarter ended September 30, 2015, which is included in impairment of goodwill in the accompanying condensed consolidated statements of operations. Any adjustment to the estimated impairment charge will be recorded in the fourth quarter of 2015. We did not identify an impairment of our finite-lived intangible assets or other long-lived assets based on our estimates included in the second step of the quantitative test.

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The process of estimating the fair value of goodwill is subjective and requires us to make estimates that may significantly impact the outcome of the analyses. The estimated fair value of the Asia-Pacific reporting unit was determined using both an income-based valuation approach, and a market-based valuation approach, each weighted 50%. Under the income approach, fair value of the reporting unit is estimated using the discounted cash flow method. The discounted cash flow method is dependent upon a number of factors, including projections of the amounts and timing of future revenues and cash flows, assumed discount rates determined to be commensurate with the risks inherent in our business model, and other assumptions. The future cash flows for the reporting unit was projected based on our estimates, at that time, of future revenues, operating income and other factors (such as working capital and capital expenditures). We took into account expected competitive global industry and market conditions. Under the market-based valuation approach, each reporting unit’s fair value is estimated based on industry multiples of revenues and operating earnings.

Discontinued Operations

As a result of the ~~winding down of the operations of Bizzy and the~~ contribution of our ClubLocal business to ~~a new entity~~SERVIZ, Inc in exchange for a minority equity interest, we have reclassified and presented all related historical financial information with respect to ~~Bizzy and~~ ClubLocal as “discontinued operations” in the Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows. In addition, we have excluded all ClubLocal ~~and Bizzy~~ related activities from the following discussions, unless specifically referenced.

Critical Accounting Policies and Estimates

The preparation of our condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires us 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 consolidated financial statements and the reported amounts of revenue and expenses. We continually evaluate our estimates, judgments and assumptions based on available information and experience. Because the use of estimates is inherent in the financial reporting process, actual results could differ from those estimates.

There have been no material changes to our critical accounting policies. For further information on our critical and significant accounting policies, see our 2014 Annual Report on Form 10-K.

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Results of Operations

Comparison of the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2015 and 2014

	Three Months Ended June 30,						SixMonths Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014			2015			2014			2015			2014
(in thousands)
Revenue	$	98,776		$	123,553		$	198,339		$	248,289		$	95,282		$	117,623		$	293,620		$	365,912
Cost of revenue (1)		55,390			63,461			111,607			126,859			53,671			64,154			165,278			191,013
Operating expenses:
Selling and marketing (1)		33,046			48,146			69,329			94,907			30,634			45,479			99,964			140,386
Product and technology (1)		7,082			6,816			14,504			13,775			6,947			6,746			21,450			20,521
General and administrative (1)		9,910			14,530			20,623			28,694			9,310			12,183			29,933			40,877
Restructuring charges		3,133			2,226			4,588			4,049			983			518			5,571			4,567
Impairment of goodwill														27,800			—			27,800			—
Total operating expenses		53,171			71,718			109,044			141,425			75,674			64,926			184,718			206,351
Operating loss		(9,785	)		(11,626	)		(22,312	)		(19,995	)		(34,063	)		(11,457	)		(56,376	)		(31,452	)
Other income (expense), net		(848	)		195			(1,004	)		383			(1,179	)		208			(2,182	)		591
Loss from continuing operations before income taxes		(10,633	)		(11,431	)		(23,316	)		(19,612	)		(35,242	)		(11,249	)		(58,558	)		(30,861	)
Income tax provision (benefit)		(40	)		(1,105	)		59			(2,973	)		395			35			454			(2,938	)
Loss from continuing operations		(10,593	)		(10,326	)		(23,375	)		(16,639	)		(35,637	)		(11,284	)		(59,012	)		(27,923	)
Income from discontinued operations, net of income tax of $18 and $222 for the three and six months ended June 30,2014, respectively		—			31			—			371
Income from discontinued operations, net of income tax of $222 for the nine months ended September 30,2014														—			—			—			371
Net loss	$	(10,593	)	$	(10,295	)	$	(23,375	)	$	(16,268	)	$	(35,637	)	$	(11,284	)	$	(59,012	)	$	(27,552	)

(1) Stock-based compensation, net of capitalization, and depreciation and amortization, included in the above line items (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014		2015		2014		2015		2014
Stock-based compensation:
Cost of revenue	$	134	$	255	$	290	$	530	$	115	$	205	$	405	$	735
Selling and marketing		424		859		906		1,736		400		616		1,306		2,352
Product and technology		126		222		294		608		197		—		491		608
General and administrative		1,530		2,140		2,870		5,173		1,483		1,850		4,354		7,023
	$	2,214	$	3,476	$	4,360	$	8,047	$	2,195	$	2,671	$	6,556	$	10,718

Depreciation and amortization:
Cost of revenue	$	219	$	169	$	351	$	346	$	198	$	161	$	549	$	507
Selling and marketing		824		674		1,657		1,309		690		746		2,348		2,055
Product and technology		3,591		2,650		7,298		5,608		3,307		2,938		10,605		8,546
General and administrative		515		525		977		977		517		510		1,493		1,487
	$	5,149	$	4,018	$	10,283	$	8,240	$	4,712	$	4,355	$	14,995	$	12,595

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Revenue

	Three Months Ended June 30,							Six Months Ended June 30,							Three Months Ended September 30,							Nine Months Ended September 30,
	2015		2014		2015-2014 % Change			2015		2014		2015-2014 % Change			2015		2014		2015-2014 % Change			2015		2014		2015-2014 % Change
(in thousands)
North America (1)
Direct Local	$	46,189	$	54,944		(15.9	)%	$	92,113	$	111,208		(17.2	)%	$	45,007	$	49,842		(9.7	)%	$	137,118	$	161,050		(14.9	)%
National Brands, Agencies and Resellers		17,787		22,024		(19.2	)%		35,362		42,848		(17.5	)%		17,276		21,438		(19.4	)%		52,639		64,286		(18.1	)%
Total revenue	$	63,976	$	76,968		(16.9	)%	$	127,475	$	154,056		(17.3	)%	$	62,283	$	71,280		(12.6	)%	$	189,757	$	225,336		(15.8	)%

	Three Months Ended June 30,							Six Months Ended June 30,							Three Months Ended September 30,							Nine Months Ended September 30,
	2015		2014		2015-2014 % Change			2015		2014		2015-2014 % Change			2015		2014		2015-2014 % Change			2015		2014		2015-2014 % Change
(in thousands)
International
Direct Local	$	31,085	$	42,218		(26.4	)%	$	63,894	$	84,521		(24.4	)%	$	28,580	$	42,072		(32.1	)%	$	92,474	$	126,593		(27.0	)%
National Brands, Agencies and Resellers		3,715		4,367		(14.9	)%		6,970		9,712		(28.2	)%		4,419		4,271		3.5	%		11,389		13,983		(18.6	)%
Total revenue	$	34,800	$	46,585		(25.3	)%	$	70,864	$	94,233		(24.8	)%	$	32,999	$	46,343		(28.7	)%	$	103,863	$	140,576		(26.1	)%

	June 30,						September 30,				2015-2014
	2015		2014				2015		2014		% Change
At period end:
Active Clients (2)		19,500		23,200	(15.9	)%		18,500		21,900		(15.5	)%
Active Product Units (3)		29,600		34,600	(14.5	)%		29,700		33,200		(10.5	)%

(1)	North America includes the United States and Canada. International includes all other countries.

(2)

Active Clients is a number we calculate to approximate the number of clients directly served through our Direct Local channel as well as clients served through our National Brands, Agencies and Resellers channel. We calculate Active Clients by adjusting the number of Active Product Units to combine clients with more than one Active Product Unit as a single Active Client. Clients with more than one location are generally reflected as multiple Active Clients. Because this number includes clients served through the National Brands, Agencies and Resellers channel, Active Clients includes entities with which we do not have a direct client relationship. Numbers are rounded to the nearest hundred.

(3)

Active Product Units is a number we calculate to approximate the number of individual products, licenses, or services we are providing under contract for Active Clients. For example, if we were performing both ReachSearch and ReachDisplay campaigns for a client ~~which~~that also licenses ReachEdge, we consider that three Active Product Units. Similarly, if a client purchases ReachSearch campaigns for two different products or purposes, we consider that two Active Product Units. Numbers are rounded to the nearest hundred.

North America revenue decreased by ~~$13.0~~$9.0 million and ~~$26.6~~$35.6 million for the three and ~~six~~nine months ended ~~June~~September 30, 2015, respectively, compared to the same periods in 2014. ~~The decreases were primarily due to 15.9% and 17.2% declines in~~ North America Direct Local revenue ~~of $8.8~~declined $4.8 million and ~~$19.1~~$23.9 million compared to the ~~prior year~~prior-year periods, respectively, due to smaller client bases entering the periods and fewer new client acquisitions during the periods due to ~~tougher~~a more difficult selling ~~environments in certain markets~~environment and fewer salespeople as we ~~contracted~~decreased the size of our salesforce ~~during the ongoing transition~~in an effort to ~~our new sales model,~~focus on more productive salespeople, partially offset by improvements in client retention. The average productivity of our current sales force improved compared to the prior-year period, but did not improve enough to offset the decrease in the number of salespeople. North America National Brands, Agencies and Resellers revenue decreased by $4.2 million and ~~$7.5~~$11.6 million for the three and ~~six~~nine months ended ~~June~~September 30, 2015, respectively, compared to the same periods in 2014 primarily due to decreased new client acquisitions due to fewer Agencies and ~~lower client retention.~~Resellers.

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International revenue decreased by ~~$11.8~~$13.3 million and ~~$23.4~~$36.7 million for the three and ~~six~~nine months ended ~~June~~September 30, 2015, respectively, compared to the same periods in 2014. International revenue was negatively impacted by foreign currency translations of ~~$7.3~~$7.4 million and ~~$13.1~~$19.6 million for the three and ~~six~~nine months ended ~~June~~September 30, 2015, respectively, due to the substantial strengthening of the U.S. dollar compared to certain foreign currencies, particularly the euro and Australian dollar. International ~~revenue was also negatively impacted~~Direct Local decreased by ~~decreases of $6.1~~$7.2 million and ~~$11.0~~$16.9 million for the three and ~~six~~nine months ended ~~June~~September 30, 2015, ~~in International Direct Local revenue~~respectively, on a constant currency basis compared to the ~~prior year~~prior-year periods, due to smaller client bases entering the periods and fewer new client acquisitions during the periods due to a more difficult selling environment and fewer ~~salespeople.~~salespeople as we contracted our salesforce during the ongoing transition to our new sales model, partially offset by an improvement in client retention. The decrease for the ~~six~~nine months ended ~~June~~September 30, 2015, was partially offset by an increase of $1.6 million of revenue from former SureFire clients being reported in the Direct Local channel rather than the National Brands, Agencies and Resellers channel as in the prior-year period. For the three months ended September 30, 2015, International National Brands, Agencies and Resellers revenue ~~decreased~~increased by ~~$0.8 million and~~ $1.3 million on a constant currency basis, ~~for the three and six months ended June 30, 2015,~~ compared to the same ~~periods~~period in 2014. The ~~decrease for the three months ended June 30, 2015~~increase was primarily due to an increase in client retention, offset by a decrease in new client ~~acquisitions, offset by an increase in client retention.~~acquisitions. The decrease for the ~~six~~nine months ended ~~June~~September 30, 2015, was primarily due to $1.6 million from former SureFire clients being reported in the Direct Local channel rather than National Brands, Agencies and Resellers in ~~2014,~~the prior-year period before the SureFire acquisition, offset by an increase in client retention.

~~Future revenue growth will depend on the success of our 2015 initiatives to improve our go-to-market approach, our salesforce headcount levels and the introduction of new products.~~

Cost of Revenue

	Three Months Ended June 30,									Six Months Ended June 30,									Three Months Ended September 30,									Nine Months Ended September 30,
	2015			2014			2015-2014 % Change			2015			2014			2015-2014 % Change			2015			2014			2015-2014 % Change			2015			2014			2015-2014 % Change
(in thousands)
Cost of revenue	$	55,390		$	63,461			(12.7	)%	$	111,607		$	126,859			(12.0	)%	$	53,671		$	64,154			(16.3	)%	$	165,278		$	191,013			(13.5	)%
As a percentage of revenue:		56.1	%		51.4	%					56.3	%		51.1	%					56.3	%		54.5	%					56.3	%		52.2	%

The ~~increases~~increase in our cost of revenue as a percentage of revenue for the three ~~and six~~ months ended ~~June~~September 30, 2015, compared to the same ~~periods~~period in 2014, ~~were~~was primarily due to ~~decreases~~an increase in media spend for certain of our display products and a change in our product and service mix, partially offset by an increase in publisher rebates. Publisher rebates as a percentage of revenue increased to 1.3% of revenue during the three months ended September 30, 2015, compared to 0.6% during the same period in 2014.

The increase in our cost of revenue as a percentage of revenue for the nine months ended September 30, 2015, compared to the same period in 2014, was primarily due to a decrease in publisher rebates, which decreased to ~~1.2% and 0.9%~~1.0% of revenue during the ~~three and six~~nine months ended ~~June~~September 30, 2015, compared to ~~4.0%~~3.0% during the same ~~periods~~period in 2014. On June 27, 2014, we entered into a new global agreement with Google Inc. and certain of its affiliates (the “2014 Google Agreement”) that replaced our expiring Google agreement. The 2014 Google Agreement provides rebates based on overall global growth of our spending with Google. In contrast, rebates were previously determined by commitments to enter new markets and market-specific growth targets. In addition to decreased rebates, the increase in our cost of revenue as a percentage of revenue during the ~~three and six~~nine months ended ~~June~~September 30, 2015, was due to an increase in media spend ~~increased~~ for certain of our display ~~products.~~products and a change in product and service mix.

Our gross margins will be affected in the future by the availability and amount of publisher rebates, the costs of support and delivery, the mix and relative amount of media we purchase to fulfill service requirements, ~~the availability~~ and ~~amount of publisher rebates,~~ the cost of third-party service providers that we use as part of our ~~solutions, the mix of products and solutions we offer, our geographic mix, our media buying efficiency, and the costs of support and delivery.~~solutions.

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Operating Expenses

Selling and Marketing

	Three Months Ended June 30,						2015-2014			Six Months Ended June 30,						2015-2014			Three Months Ended September 30,									Nine Months Ended September 30,
	2015			2014			% Change			2015			2014			% Change			2015			2014			2015-2014 % Change			2015			2014			2015-2014 % Change
(in thousands)
Salaries, benefits and other costs	$	23,737		$	37,494			(36.7	)%	$	51,140		$	73,515			(30.4	)%	$	22,222		$	36,099			(38.4	)%	$	73,362		$	109,613			(33.1	)%
Commission expense		9,309			10,652			(12.6	)%		18,189			21,392			(15.0	)%		8,412			9,380			(10.3	)%		26,602			30,773			(13.6	)%
Total selling and marketing	$	33,046		$	48,146			(31.4	)%	$	69,329		$	94,907			(27.0	)%	$	30,634		$	45,479			(32.6	)%	$	99,964		$	140,386			(28.8	)%

As a percentage of revenue:
Salaries, benefits and other costs		24.0	%		30.4	%					25.8	%		29.6	%					23.3	%		30.7	%					25.0	%		30.0	%
Commission expense		9.5			8.6						9.2			8.6						8.9			8.0						9.0			8.4
Total selling and marketing		33.5	%		39.0	%					35.0	%		38.2	%					32.2	%		38.7	%					34.0	%		38.4	%

The decreases in selling and marketing salaries, benefits and other costs in absolute dollars for the three and ~~six~~nine months ended ~~June~~September 30, 2015, compared to the same periods in 2014, were primarily due to fewer salespeople and non-sales personnel, and related costs. The ~~decrease~~decreases as a percentage of revenue was primarily due to increased revenue per-salesperson as compared to the larger ~~sales force~~salesforce in the prior period as we consolidated client accounts and focused on retaining higher performing ~~sales people.~~salespeople.

The increases in commission expense as a percentage of revenue for the three and ~~six~~nine months ended ~~June~~September 30, 2015, as compared to the same periods in 2014, were primarily ~~due to incremental commissions paid~~driven by a shift in the revenue mix as a ~~result~~higher percentage of ~~the recent transition~~revenue was derived from channels which pay a higher commission rate and a lower percentage of ~~our North American direct sales force to our DMC model along with our global focus on retaining and rewarding our higher performing sales people.~~revenue derived from channels which pay a lower commission rate.

Product and Technology

	Three Months Ended June 30,						2015-2014			Six Months Ended June 30,						2015-2014			Three Months Ended September 30,									Nine Months Ended September 30,
	2015			2014			% Change			2015			2014			% Change			2015			2014			2015-2014 % Change			2015			2014			2015-2014 % Change
(in thousands)
Product and technology expenses	$	7,082		$	6,816			3.9	%	$	14,504		$	13,775			5.3	%	$	6,947		$	6,746			3.0	%	$	21,450		$	20,521			4.5	%
Capitalized software development costs from product and technology resources		2,635			3,680			(28.4	)%		5,233			7,132			(26.7	)%		2,435			3,340			(27.1	)%		7,668			10,472			(26.8	)%
Total product and technology expenses and capitalized costs	$	9,717		$	10,496			(7.4	)%	$	19,737		$	20,907			(5.6	)%	$	9,382		$	10,086			(7.0	)%	$	29,118		$	30,993			(6.0	)%

Percentage of revenue:
Product and technology expenses costs		7.2	%		5.5	%					7.3	%		5.5	%					7.3	%		5.7	%					7.3	%		5.6	%
Capitalized software development costs from product and technology resources		2.7			3.0						2.6			2.9						2.5			2.8						2.6			2.9
Total product and technology costs expensed and capitalized		9.9	%		8.5	%					10.0	%		8.4	%					9.8	%		8.5	%					9.9	%		8.5	%

Product and technology expense increased during the three and ~~six~~nine months ended ~~June~~September 30, 2015, compared to the same periods in 2014, while total product and technology expenses and capitalized costs decreased during the periods. Employee and professional services costs decreased by ~~$2.0~~$1.3 million and ~~$3.3~~$4.6 million, respectively, during the periods partially due to our cost savings initiatives, but were more than offset by increased amortization of software development costs of ~~$0.7~~$0.5 million and ~~$1.2~~$1.7 million, respectively, and a decrease in the amount of total product and technology expenses and capitalized costs during the periods of ~~$1.0~~$0.9 million and ~~$1.9~~$2.8 million, respectively, due to the timing of capitalizable projects. The increases in total product and technology expensed and capitalized as a percentage of revenue were primarily driven by the decrease in revenue.

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We expect our product and technology expenses to continue to increase in absolute dollars as we invest in new product initiatives to improve and expand our technology platform, and as we increase the pace of international launches of new products and solutions.

General and Administrative

	Three Months EndedJune 30,						2015-2014			Six Months Ended June 30,						2015-2014			Three Months Ended September 30,									Nine Months Ended September 30,
	2015			2014			% Change			2015			2014			% Change			2015			2014			2015-2014 % Change			2015			2014			2015-2014 % Change
(in thousands)
General and administrative	$	9,910		$	14,530			(31.8	)%	$	20,623		$	28,694			(28.1	)%	$	9,310		$	12,183			(23.6	)%	$	29,933		$	40,877			(26.8	)%
As a percentage of revenue:		10.0	%		11.8	%					10.4	%		11.6	%					9.8	%		10.4	%					10.2	%		11.2	%

The decreases in general and administrative expenses in absolute dollars and as a percentage of revenue for the three ~~and six~~ months ended ~~June~~September 30, 2015, compared to the same ~~periods~~period in 2014, were primarily due to a decrease in employee-related costs of $2.3 million due to headcount reductions.

The decreases in general and administrative expenses in absolute dollars and as a percentage of revenue for the ~~absence~~nine months ended September 30, 2015, compared to the same period in 2014, were primarily due to a decrease of ~~certain charges that occurred in~~$3.2 million for employee costs and $3.0 million for stock based compensation. In addition, the ~~prior period. Legal~~nine months ended September 30, 2014 included $1.6 million for bad debt expense and legal fees and contingencies ~~decreased $1.7 million and $2.3 million, respectively, and bad debt expense decreased $0.8 million and~~of $1.1 million, ~~respectively,~~ each related to our United Kingdom ~~market. Employee costs also decreased $1.0 million and $2.5 million, respectively, when compared to~~market, which did not occur in the ~~prior year period.~~

~~We are continuing to take steps to reduce general and administrative expenses, but we cannot predict if we will be successful.~~nine months ended September 30, 2015.

Restructuring Charges

In ~~accordance with~~January 2015, we commenced our 2015 Restructuring Plan as part of our ongoing efforts to reduce expenses and improve the operating performance of our ~~business, we commenced our 2015 Restructuring Plan in January 2015.~~business. The initiative is focused on enhancing earnings through an analysis of opportunities to both improve revenue performance and reduce costs. Restructuring charges for the ~~six~~nine months ended ~~June~~September 30, 2015 totaled ~~$4.8~~$5.6 million, consisting of ~~$1.1~~$1.0 million of lease termination costs as a result of down-sizing a North American facility, ~~$0.9~~$1.4 million of contract termination costs, and ~~$2.8~~$3.2 million of costs associated with utilizing a third party consultant to facilitate the execution of the plan. We expect to have continued restructuring activity under this plan for at least the next 12 ~~months as part of our effort to continue to improve the profitability of the Company.~~months.

During the first and second quarters of 2014, we also implemented restructuring plans to streamline operations and increase profitability. There ishas been no additional restructuring activity recognized within these 2014 ~~plans.~~plans in 2015, other than settlement of associated liabilities. We expect the first and second quarter 2014 restructuring plans to result in operational savings, primarily in operating expenses, of approximately $9.7 million and $2.4 million, respectively, in 2015.

WeImpairment of Goodwill

During the quarter ended September 30, 2015, due to a decline in internal projections for the Asia-Pacific reporting unit of both revenue and profitability as a result of recent declines its financial performance, we determined that sufficient indicators of potential impairment existed to require an interim quantitative goodwill assessment for the Asia-Pacific reporting unit as of August 31, 2015. The amount of goodwill assigned to the Asia-Pacific reporting unit at August 31, 2015 was $32.4 million. Due to the complexity and the effort required to estimate the fair value of the Asia-Pacific reporting unit in step one of the impairment test and to estimate the fair value of all assets and liabilities of the Asia-Pacific reporting unit in step two of the test, the fair value estimates were derived based on preliminary assumptions and analysis that are ~~continuing~~subject to ~~take steps~~change. Based on our revised forecasts, the carrying value of goodwill exceeded the implied fair value of goodwill for the Asia-Pacific reporting unit. As a result, we recorded a preliminary impairment charge of $27.8 million for the goodwill in the Asia-Pacific reporting unit during the quarter ended September 30, 2015, which is included in impairment of goodwill in the accompanying consolidated statements of operations. Any adjustment to ~~reduce expenses and improve our business, and therefore we expect additional charges under our restructuring plan during~~the estimated impairment charge will be recorded in the fourth quarter of 2015.

Other Income (Expense), Net

Other expense, net of ~~$0.8~~$1.2 million and ~~$1.0~~$2.2 million for the three and ~~six~~nine months ended ~~June~~September 30, 2015 primarily consisted of ~~$0.8~~$1.0 million and $1.8 million, respectively, of interest expense related to the loan and security agreement entered into on April 30, 2015 and foreign currency ~~fluctuations.~~fluctuations affecting our cash balances.

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Provision for Income Taxes

For the three and nine months ended ~~June~~September 30, 2015, ~~the Company recorded a benefit from income taxes of $40,000 and for the six months ended June 30, 2015, the Company~~we recorded a provision for income taxes of ~~$59,000.~~$0.4 million and $0.5 million, respectively. This is compared to a ~~benefit from~~provision for income taxes of ~~$1.1 million~~$35,000 for the three months ended ~~June~~September 30, 2014 and a benefit from income taxes of ~~$3.0~~$2.9 million for the ~~six~~nine months ended ~~June~~September 30, 2014. ~~The Company’s~~Our tax provision notwithstanding pre-tax losses is due to ~~its~~our full valuation allowance against ~~its~~our net deferred tax assets in the US and certain foreign jurisdictions. Generally, a full valuation allowance will result in a zero net tax provision, since the income tax expense or benefit that would otherwise be recognized is offset by the change in the valuation allowance. However, the income tax provisions for the three and ~~six~~nine months ended ~~June~~September 30, 2015 relates primarily to income taxes in ~~the Company’s~~our state and foreign jurisdictions and a non-cash income tax liability related to tax deductible goodwill that cannot be considered when determining a need for a valuation allowance.

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Non-GAAP Financial Measures

In addition to our GAAP results discussed above, we believe Adjusted EBITDA is useful to investors in evaluating our operating performance. For the three and ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, our Adjusted EBITDA was as follows:

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014			2015			2014			2015			2014
(in thousands)
Operating income (loss)	$	(9,785	)	$	(11,626	)	$	(22,312	)	$	(19,995	)	$	(34,063	)	$	(11,457	)	$	(56,376	)	$	(31,452	)
Add:
Depreciation and amortization		5,149			4,018			10,283			8,240			4,712			4,355			14,995			12,595
Stock-based compensation, net		2,214			3,476			4,360			8,047			2,195			2,671			6,556			10,718
Acquisition and integration costs		4			2			11			16			2			70			12			86
Restructuring charges		3,133			2,226			4,588			4,049			983			518			5,571			4,567
Impairment of goodwill														27,800			—			27,800			—
Adjusted EBITDA	$	715		$	(1,904	)	$	(3,070	)	$	357		$	1,629		$	(3,843	)	$	(1,442	)	$	(3,486	)

(1)

Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) from continuing operations before interest, income taxes, depreciation and amortization expenses, excluding, when applicable, stock-based compensation, the effects of accounting for business combinations (including any impairment of acquired intangibles and goodwill and, in the case of the acquisition of SMB:LIVE, the deferred cash consideration), restructuring charges, and other non-operating income or expense. Adjusted EBITDA reflects the reclassification of discontinued operations.

Our management uses Adjusted EBITDA because (i) it is a key basis upon which our management assesses our operating performance; (ii) it may be a factor in the evaluation of the performance of our management in determining compensation; (iii) we use it, in conjunction with GAAP measures such as revenue and income (loss) from operations, for operational decision-making purposes; and (iv) we believe it is one of the primary metrics investors use in evaluating Internet marketing companies.

We believe that Adjusted EBITDA permits an assessment of our operating performance, in addition to our performance based on our GAAP results that is useful in assessing the progress of the business. By excluding (i) the effects of accounting for business combinations and associated acquisition and integration costs, which obscure the measurable performance of the business operations; (ii) restructuring charges, which we do not consider reflective of our ongoing operating performance; (iii) depreciation and amortization and other non-operating income and expense, each of which may vary from period to period without any correlation to underlying operating performance; and (iv) stock-based compensation, which is a non-cash expense, we believe that we are able to gain a fuller view of the operating performance of the business. We provide information relating to our Adjusted EBITDA so that investors have the same data that we employ in assessing our overall operations. We believe that trends in our Adjusted EBITDA are a valuable indicator of operating performance on a consolidated basis and of our ability to produce operating cash flow to fund working capital needs, capital expenditures and investments in our sales force.

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In addition, we believe that Adjusted EBITDA and similar measures are widely used by investors, securities analysts, ratings agencies and other interested parties in our industry as a measure of financial performance and debt-service capabilities. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

		•	Adjusted EBITDA does not reflect our cash expenditures for capital equipment or other contractual commitments;
	•		Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect capital expenditure requirements for such replacements;

	•	~~Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;~~
	•	~~Adjusted EBITDA does not consider the potentially dilutive impact of issuing equity-based compensation to our management team and employees;~~

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect capital expenditure requirements for such replacements;

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Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

Adjusted EBITDA does not consider the potentially dilutive impact of issuing equity-based compensation to our management team and employees;

Adjusted EBITDA does not reflect the potentially significant interest expense or the cash requirements necessary to service interest or principal payments on indebtedness we may incur in the future;

	•	~~Adjusted EBITDA does not reflect the potentially significant interest expense or the cash requirements necessary to service interest or principal payments on indebtedness we may incur in the future;~~
	•	Adjusted EBITDA does not reflect income and expense items that relate to our financing and investing activities, any of which could significantly affect our results of operations or be a significant use of cash;
	•	~~Adjusted EBITDA does not reflect certain tax payments that may represent a reduction in cash available to us; and~~
	•	~~Other companies, including companies in our industry, calculate Adjusted EBITDA measures differently, which reduces its usefulness as a comparative measure.~~

Adjusted EBITDA does not reflect income and expense items that relate to our financing and investing activities, any of which could significantly affect our results of operations or be a significant use of cash;

Adjusted EBITDA does not reflect certain tax payments that may represent a reduction in cash available to us; and

Other companies, including companies in our industry, calculate Adjusted EBITDA measures differently, which reduces its usefulness as a comparative measure.

Adjusted EBITDA is not intended to replace operating income (loss), net income (loss) and other measures of financial performance reported in accordance with GAAP. Rather, Adjusted EBITDA is a measure of operating performance that you may consider in addition to those measures. Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results, including cash flows provided by operating activities, and using total Adjusted EBITDA as a supplemental financial measure.

Liquidity and Capital Resources

	Six Months Ended June 30,						Nine Months Ended September 30,
Consolidated Statements of Cash Flow Data:	2015			2014			2015			2014
(in thousands)
Net cash used in operating activities, continuing operations	$	(12,990	)	$	(4,218	)	$	(19,701	)	$	(5,767	)
Net cash used in investing activities, continuing operations	$	(6,902	)	$	(14,775	)	$	(10,589	)	$	(22,861	)
Net cash provided by (used in) financing activities, continuing operations	$	6,130		$	5,849
Net cash provided by financing activities, continuing operations							$	5,975		$	5,122
Net cash used in discontinued operations	$	(60	)	$	(1,262	)	$	(70	)	$	(1,402	)

Operating Activities

During the ~~six~~nine months ended ~~June~~September 30, 2015, we used ~~$13.0~~$19.7 million of net cash in operating activities from continuing operations, primarily due to a loss of ~~$23.4~~$59.0 million from continuing operations and a change in operating assets and liabilities of ~~$9.2~~$16.1 million, partially offset by non-cash expenses of ~~$19.6~~$55.4 million. The change in operating assets and liabilities included a decrease in accounts payable of ~~$8.5~~$9.8 million due to the timing of payments, a decrease in accrued restructuring of $4.4 million, and a decrease in deferred revenue ~~by $1.3~~of $2.2 million due to a decrease in sales, ~~and a decrease in accrued restructuring of $2.4 million,~~ offset by a decrease in accounts receivable of ~~$1.9~~$0.8 million due to a decrease in sales on credit. Non-cash expenses included ~~$10.3~~$27.8 million of goodwill impairment, $15.0 million of depreciation and amortization, ~~$4.4~~$6.6 million of stock-based compensation expense, and ~~$4.6~~$5.6 million of restructuring charges.

Net cash used in operating activities related to continuing operations increased by ~~$8.8~~$13.9 million during the ~~six~~nine months ended ~~June~~September 30, 2015 compared to the 2014 period, primarily as a result of lower operating performance, offset by a reduction in expenses. Income from continuing operations adjusted for non-cash items decreased by ~~$8.3~~$4.7 million. In addition, cash flow from operating activities was unfavorably impacted by ~~an incremental~~a decrease in accounts payable of ~~$4.3~~$6.7 million compared to 2014 due to the timing of payments, ~~made~~an increase in accrued restructuring of $2.8 million, and ~~a decrease~~an increase in ~~deferred rent~~other receivables and ~~other liabilities~~prepaid expenses of ~~$1.5~~$1.1 million due to ~~the term loan entered into during the three months ended June 30, 2015.~~an increase in media rebates receivable. These unfavorable impacts to cash flow were partially offset by a decrease of ~~$4.1~~$1.5 million in other receivables and prepaid expenses due to decreased media rebates receivable as a result of the 2014 Google Agreement and receipt of a $2.0 million tax refund during the three months ended June 30, 2015 related to the carryback of our 2014 federal net operating loss. Further, accounts receivable ~~decreased $1.9 million compared to 2014~~ due to a decrease in sales.

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Investing Activities

Our primary investing activities have consisted of capitalized software development costs, purchases of property and equipment, business acquisitions, investments in a partnership, and short-term investments. Each of these activities varies from period to period due to the timing of the expansion of our operations and our software development efforts.

We invested ~~$6.9~~$10.6 million during the ~~six~~nine months ended ~~June~~September 30, 2015, which was a decrease of ~~$7.9~~$12.3 million compared to 2014. The decrease primarily relates to decreases in purchases of property and equipment of $5.5 million and software development costs of $2.3 million, and investments made in the prior period which were not ~~made~~matched in the current period, including an investment of $2.0 million in a privately held partnership and an investment of $1.8 million as part of the SureFire acquisition. ~~Our purchases of property and equipment also decreased by $5.2 million, offset by an increase in software capitalization of $2.0 million compared to the prior-year period.~~

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We expect to reduce our use of capital for acquisitions, purchases of property and equipment, and development of software ~~in an amount similar to or less than 2014.~~consistent with our cost savings initiatives.

Financing Activities

Our primary financing activities have consisted of borrowing under a term loan, net proceeds from the exercise of stock options, and payments for capital lease obligations.

Net cash provided by financing activities increased by ~~$0.3~~$0.9 million during the ~~six~~nine months ended ~~June~~September 30, 2015 compared to the same period in 2014, due to $24.7 million of net proceeds from the term loan entered into in April 2015, offset by segregation of $17.5 million of the term loan proceeds as restricted cash, and a decrease in net proceeds from the exercise of stock options of $6.4 million. In addition, ~~on April 10,~~during the nine months ended September 30, 2015, we made a final payment ~~of $0.4~~totaling $0.5 million for the earn-out and indemnity holdback related to the acquisition of SureFire.

Loan Agreement

On April 30, 2015, we entered into a loan and security agreement (the “Loan Agreement”) with our direct and indirect domestic subsidiaries, as co-borrowers, Hercules Technology Growth Capital, Inc. (“Hercules”), as administrative agent, and the lenders party thereto from time to time (the “Lenders”), including Hercules, pursuant to which the Lenders agreed to make a term loan available to us for working capital and general business purposes, in a principal amount of $25.0 million. The term loan has an annual interest rate equal to the greater of (i) 11.75% and (ii) the sum of (a) the prime rate, plus (b) 8.50%. On the closing date we paid a fee of $0.3 million, which is to be credited against the final payment, and debt issuance costs of $0.2 million.

We are required to make interest-only payments on the term loan through May 1, 2016, though such payments may be extended through August 1, 2016 and November 1, 2016 if we remain in continuous compliance with the financial covenants under the Loan Agreement through April 1, 2016 and July 1, 2016, respectively, and no default or event of default has occurred and is continuing on such dates. The term loan will begin amortizing at the end of the applicable interest-only period, with monthly payments of principal and interest to the Lenders in consecutive monthly installments following the end of such interest-only period. The term loan matures on April 1, 2018; provided, however, that if the interest-only payments are extended through November 1, 2016, the term loan will instead mature October 1, 2018. Upon repayment of the term loan, we are also required to make a final payment to the Lenders equal to $1.5 million. The term loan is secured by substantially all of our personal property, including our intellectual property.

At our option, the outstanding principal balance of the term loan may be prepaid in whole, or in part in a minimum amount of $2.5 million, subject to a prepayment fee of 3% of any amount prepaid if the prepayment occurs on or prior to April 30, 2016, or 2% of the amount prepaid if the prepayment occurs after April 30, 2016 but on or prior to April 30, 2017. If the prepayment occurs after April 30, 2017, there is no prepayment fee.

The Loan Agreement includes covenants applicable to us, which include restrictions on transferring collateral, incurring additional indebtedness, engaging in mergers or acquisitions, paying dividends or making other distributions, making investments, creating liens, selling assets, and undergoing a change in control, in each case subject to certain exceptions, as well as financial covenant requirements to maintain certain minimum levels of revenue and earnings during each three-month period, tested monthly, during the term. We are also required to maintain minimum cash in North America in an amount equal to $17.5 million at all times, unless we achieve positive “Adjusted EBITDA” as defined in the Loan Agreement for 3 consecutive quarters, in which case the minimum cash and cash equivalent balance decreases to $12.5 million. We achieved positive “Adjusted EBITDA” during the quarter ended September 30, 2015, which qualifies as the potential first of the required three consecutive quarters.The Loan Agreement also includes events of default, the occurrence and continuation of which provide Hercules, as administrative agent, with the right to exercise remedies against us and the collateral securing the term loan, including potential foreclosure against our assets securing the Loan Agreement, including ~~the~~ our cash.The Loan Agreement contains a subjective acceleration clause that can be triggered if we experience a Material Adverse Effect, as defined in the Loan Agreement, which would be considered an event of default.

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On August 3, 2015, we entered into an amendment to the Loan Agreement with Hercules, which reduced the term loan’s covenant thresholds for revenue for the months ending September 30, 2015 through December 31, 2015. On November 9, 2015, we entered into an amendment to the Loan Agreement with Hercules, which waives compliance with the term loan’s revenue and earnings covenant thresholds for November and December 2015. In connection with the amendment, we (i) paid Hercules a one-time fee of $0.2 million, (ii) reset the schedule of prepayment fees to begin from the November 9, 2015, instead of April 30, 2016, and (iii) agreed to amend the Hercules warrant as described below no later than November 16, 2016. We are in compliance with all of the Loan Agreement’s covenants as of the date of this quarterly report.

On August 3, 2015, we entered into an amendment to the Loan Agreement with Hercules, which reduces the term loan’s covenant thresholds for revenue for the months ending September 30, 2015 through December 31, 2015.

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Concurrently with entrance into the Loan Agreement, we issued to Hercules, as the sole lender on the closing date, a warrant to purchase up to 177,304 shares of our common stock, at an exercise price of $2.82 per share.In connection with the November 9, 2015 Loan Agreement amendment, we agreed to amend the warrant to increase the number of shares to 300,000 and reduce the exercise price to $0.85. The warrant would be exercisable in full and not in part. In addition, if upon the sale of all shares issued upon exercise of the warrant, or in the case of a merger or sale transaction involving other securities in whole or in part, upon the sale of such securities, the absolute return on the warrant exceeds $2.55 per share underlying the warrant, the warrant holder will pay to the Company the excess in cash. The warrant may be exercised either for cash or on a cashless basis. The warrant expires April 30, 2022. We estimated the fair value of the warrant to be $0.3 million based on its relative fair value to the term loan using a Black-Sholes pricing model and accounted for the warrant as a component of additional paid-in capital. The warrant will be amortized in the statement of operations as a component of debt issuance cost.

Liquidity

~~At June 30,~~During the first nine months of 2015, we have experienced declining revenues as a result of challenging market conditions and worse than expected performance in our international markets. In conjunction with our initiatives to transform the business and focus on profitable revenue, these conditions have had a significant negative impact on our operating results and cash flows. As a result we have taken a number of steps to reduce expenses and improve our business through, for example, our 2015 Restructuring Plan, including significant cost-saving measures such as workforce reductions, downsizing certain facilities in North America, as well as reductions of general corporate expenses and capital expenditures. Further, as noted above, to provide additional liquidity to meet working capital and capital resource requirements, we entered into the Loan Agreement in which we received $24.7 million of net proceeds, $17.5 million of which is considered restricted cash required under the terms of the Loan Agreement.

Our overall performance and capital expenditures more than offset the $7.2 million of net unrestricted cash from the term loan, resulting in cash and cash equivalents of ~~$28.6~~$17.8 million and short-term investments of ~~$52,000.~~$81,000 at September 30, 2015. Cash and cash equivalents consist of cash, money market accounts and certificates of deposit. Short term investments consist of certificates of deposit with original maturities in excess of three months but less than 12 months. To date, we have experienced no loss of our invested cash, cash equivalents or short-term investments, although some of those balances are subject to foreign currency exchange risk (see Item 3, “Foreign Currency Exchange Risk,” for more information). We cannot, however, provide any assurances that access to our invested cash, cash equivalents and short-term investments will not be impacted by adverse conditions in the financial markets. At ~~June~~September 30, 2015, we had restricted cash in North America related to the minimum cash balance required to maintain under the terms of the Loan Agreement of $17.5 ~~million, unless~~million. If we achieve positive “Adjusted EBITDA” as defined in the Loan Agreement, for three consecutive quarters, ~~in which case~~ the minimum cash balance decreases to $12.5 million. ~~Also,~~We achieved positive “Adjusted EBITDA” during the quarter ended September 30, 2015, which qualifies as the potential first of the required three consecutive quarters.Also, at ~~June~~September 30, 2015, we had restricted cash related to certificates of deposits held at financial institutions that are pledged as collateral for letters of credit related to lease commitments, collateral for merchant accounts, and cash deposits funded to a restricted account determined on a monthly basis in accordance with our employee health care self-insurance plan in the amount of ~~$3.6~~$3.3 million, of which, $0.2 million relate to the employee health care self-insurance plan. Our current liabilities exceeded its current assets by $63.1 million at September 30, 2015, and we have incurred an operating loss of $56.4 million for the nine months then ended.

At ~~June~~September 30, 2015, we had significant internal product and technology resources working on projects that met the criteria for capitalization as software development costs and others that did not, although none of the projects in process were long-term projects (greater than one year). The amount capitalized for such projects in future periods will be evaluated by management and will impact the portion of costs for those internal resources that reduces net cash provided by operating activities and the portion of such costs used in investing activities.

We have financed our operations, our expansion of our sales force, the extension of our Direct Local channel into new territories, and product expansion, primarily through cash provided by operations and existing cash. Deferred At September 30, 2015, we also had significant deferred revenue arising from prepayment by the great majority of our clients and vendor trade financing, principally for ~~the purchase of media, have historically been major components of our cash flow from operations. In general, to the extent~~media. If our revenue ~~from our Direct Local channel~~ continues to ~~grow,~~decline, we would expect ~~both the amount of~~our deferred revenue ~~from customer prepayments and the amount of vendor financing for purchased media~~ to ~~increase.~~decrease.

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~~Due~~

We will need to make further cost reductions in our ~~overall performance~~operating expenses and capital expenditures to maintain a sufficient cash ~~balances at June 30, 2015, decreased $15.1~~balance to fund our operations and maintain compliance with the minimum cash balance requirement under the Loan Agreement. We are committed to execute further cost reductions, throughout all aspects of the business, including in the areas of product and technology, sales and marketing, service and support, and general corporate expenses. These additional cost-saving measures are estimated to result in expense reductions of approximately $24.0 million ~~from December 31, 2014. At June 30, 2015, our current liabilities exceeded our current assets by $55.7 million.~~during the next twelve months, although some of these cost-saving measures are expected to negatively impact revenues. We ~~have taken and~~ will continue to ~~take steps~~evaluate the extent and effectiveness of our cost-saving measures and monitor our expenses compared to ~~reduce expenses~~revenue and ~~improve our business.~~ intend to implement additional cost reductions in future periods if and as circumstances warrant.

We believe that we will be able to maintain compliance with the Loan Agreement through 2016 as a result of our ~~available cash, including cash borrowed pursuant~~cost control measures. However, there can be no assurance that these actions will be successful or that further adverse events outside of our control may arise that would result in our inability to comply with the Loan Agreement’s covenants. If an event of default were to occur, we may be required to obtain a further amendment or a waiver to the Loan Agreement, refinance the term loan, divest non-core assets or operations and/or obtain additional equity or debt financing. If we were unable to obtain such a waiver or amendment, or consummate such a transaction, the administrative agent could exercise remedies against us and ~~anticipated cost reductions~~the collateral securing the term loan, including potential foreclosure against our assets securing the Loan Agreement, including our cash.

In consideration of these conditions, we currently anticipate that funds expected to be generated from operations, including cost-saving measures we have taken and intend to take will ~~together~~ be sufficient to ~~satisfy~~meet our ~~operating activities, working capital and planned investing and financing activities~~anticipated cash requirements for at least the next 12twelve months. However, there is no assurance that the results of operations and cash flows expected during that period of time will be achieved.

Off-Balance Sheet Arrangements

At ~~June~~September 30, 2015, we did not have any off-balance sheet arrangements.

Recent Accounting Pronouncements

In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-16,Business Combinations.The amendments in this updaterequire that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in this Update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The amendments in this update are effective for us as of January 1, 2016. Early adoption is permitted. The amendments in this update should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this update. We are currently assessing the impact of this update, and believes that its adoption on January 1, 2016 will not have a material impact on our consolidated financial statements.

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-05,Intangibles-Goodwill and Other-Internal-Use Software.The amendments in this updateprovide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The amendments in this update are effective for ~~the Company~~us as of January 1, 2016. Early adoption is permitted. We are currently assessing the impact of this update on our consolidated financial statements.

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In April 2015, the FASB issued ASU No. 2015-03,Interest- Imputation of Interest.The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the corresponding debt liability, consistent with debt discounts. The amendments in this update are effective for ~~the Company~~us as of January 1, 2016. Early adoption is permitted for financial statements that have not been previously issued. We early adopted this update in the second quarter of ~~2015 upon entering the Loan Agreement on April 30,~~ 2015.

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In February 2015, the FASB issued ASU No. 2015-02,Consolidation.The amendments in this update require management to reevaluate whether certain legal entities should be consolidated. Specifically, the amendments (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities, (2) eliminate the presumption that a general partner should consolidate a limited partnership, (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships, and (4) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. The amendments in this update are effective for ~~the Company~~us as of January 1, 2016. Early adoption is permitted. We are currently assessing the impact of this update, and believe that its adoption on January 1, 2016 will not have a material impact on our consolidated financial statements.

In August 2014, the FASB issued ASU No. 2014-15,Presentation of Financial Statements – Going Concern. The amendments in this update require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this update are effective for us as of January 1, 2017. Early application is permitted. The adoption of this standard is not expected to have an impact on our consolidated financial condition and results of operations.

In June 2014, the FASB issued ASU No. 2014-12,Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The amendments in this update require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Accounting Standards Codification (“ASC”) 718,Compensation – Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The amendments in this update will be effective for the Company as of January 1, 2016. Earlier adoption is permitted. Entities may apply the amendments in this update either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. In addition, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. We are currently assessing the impact of this update, and believe that its adoption on January 1, 2016 will not have a material impact on our consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09,Revenue from Contracts with Customers. The guidance in this update supersedes the revenue recognition requirements in ASC 605, Revenue Recognition, and most industry-specific guidance throughout the Codification. Additionally, this update supersedes some cost guidance included in ASC 605-35,Revenue Recognition - Construction-Type and Production-Type Contracts. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (for example, assets within the scope of ASC 360,Property, Plant, and Equipment, and intangible assets, within the scope of ASC 350,Intangibles - Goodwill and Other) are amended to be consistent with the guidance on recognition and measurement in this update. The standard was to be effective for ~~the Company~~us as of January 1, 2017, but in ~~April~~August 2015, the FASB delayed the effective date of the new revenue accounting standard to January 1, ~~2018,~~2019, and would permit early adoption as of the original effective date. Earlier adoption is not otherwise permitted for public entities. An entity can apply the revenue standard retrospectively to each prior reporting period presented (full retrospective method) or retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application in retained earnings (simplified transition method). We are currently assessing the impact of this update on our consolidated financial statements.

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In April 2014, the FASB issued ASU No. 2014-08,Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this update changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. The guidance applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date, and was effective for ~~the Company~~us as of January 1, 2015. We will apply this guidance to our consolidated financial statements for any new disposals or new classification as held for sale after the effective date.

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~~Item~~ ~~3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk in the ordinary course of our business. These risks primarily include interest rate, foreign exchange and inflation risks.

Interest Rate Fluctuation Risk

Our investments include cash, cash equivalents and short-term investments. Cash and cash equivalents and short-term investments consist of cash, money market accounts and certificates of deposit. The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. We do not enter into investments for trading or speculative purposes. Our investments are exposed to market risk due to a fluctuation in interest rates, which may affect our interest income and the fair market value of our investments. Due to the short-term nature of our investment portfolio, we do not believe an immediate 10% increase in interest rates would have a material effect on the fair market value of our portfolio, and therefore we do not expect our operating results or cash flows to be materially affected to any degree by a sudden change in market interest rates.

On April 30, 2015, we entered into the Loan Agreement for a $25.0 million term loan. The term loan bears interest at the prime rate plus 8.5% (with a prime rate floor of 3.25%), which increases our risk exposure to increases in interest rates. Accordingly, a one percent increase in the prime rate above the floor would result in net additional annual interest expense on our outstanding borrowings as of ~~June~~September 30, 2015 of ~~$0.5~~$0.4 million.

Foreign Currency Exchange Risk

We have foreign currency risks related to our investments, revenue and operating expenses denominated in currencies other than the U.S. dollar, including the Australian dollar, the British pound sterling, the Canadian dollar, the euro, the Japanese yen, the Indian rupee, and the Brazilian real. For the ~~six~~nine months ended ~~June~~September 30, 2015, a 10% strengthening of the U.S. dollar relative to those foreign currencies would have resulted in a decrease in revenue of ~~$7.6~~$10.8 million, but an increase in operating income of ~~$0.6~~$0.8 million. A 10% weakening of the U.S. dollar relative to those foreign currencies, however, would have resulted in an increase in revenue of ~~$7.6~~$10.8 million, but a decrease in operating income of ~~$0.6~~$0.8 million. As exchange rates vary, sales and other operating results, when translated, may differ materially from expectations. In addition, approximately 36% of our cash balances are denominated in currencies other than the U.S. dollar, and the value of such holdings will increase or decrease along with the weakness or strength of the U.S. dollar, respectively. We continue to review potential hedging strategies that may reduce the effect of fluctuating currency rates on our business, but there can be no assurances that we will implement such a hedging strategy or that once implemented, such a strategy would accomplish our objectives or not result in losses.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

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~~Item~~ ~~4. CONTROLS AND PROCEDURES~~
4.
CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e) as of ~~June~~September 30, 2015. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of such time to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (2) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the three and ~~six~~nine months ended ~~June~~September 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PARTII

OTHER INFORMATION

Item1.

LEGAL PROCEEDINGS

From time to time, we are involved in legal proceedings arising in the ordinary course of our business. We believe that there is no litigation or claims pending or threatened that are likely to have a material adverse effect on our financial position, results of operations or cash flows.

North America

On May 2, 2014, a lawsuit, purporting to be a class action, was filed by one of our former clients in the United States District Court in Los Angeles. The complaint alleges breach of contract, breach of the implied covenant of good faith and fair dealing, and violation of California’s unfair competition law. The complaint seeks monetary damages, restitution and attorneys’ fees. We filed a motion to dismiss on June 20, 2014, which was denied on December 4, 2014. While the case is at an early stage, we believe that the case is substantively and procedurally without merit. Our insurance carrier is providing us with a defense under a reservation of rights.

~~From time to time, we are involved in legal proceedings arising in the ordinary course of our business.~~ Europe

Over the past 1821 months, ~~we have~~our United Kingdom subsidiary (“RL UK”), has been involved in a number of disputes with former ~~customers~~clients that allege RL UK made misrepresentations in connection with sales to those clients. We resolved a number of these disputes in 2014 and believe that we may face similar claims in the ~~United Kingdom that allege that we were not fully transparent in our pricing.~~future. On June 15, 2015, one ~~of our~~ former ~~clients in the United Kingdom~~client filed a lawsuit in the High Court of Justice alleging fraudulent misrepresentations and breach of contract. Our insurance carrier is providing us with a defense under a reservation of rights. We ~~resolved similar matters in 2014 and~~ have adequately reserved for ~~such matters~~this matter based on the current estimate of outcomes.

~~We believe that there is no litigation or claims pending or threatened that are likely to have a material adverse effect on its financial position, results of operations or cash flows.~~

Item1A.

RISK FACTORS

Investors should carefully consider the risk factors in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014 and the additional risk factor set forth in our quarterly report for the three months ended March 31, 2015, in addition to the other information contained in our Annual Report and in this quarterly report on Form 10-Q.

Item2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Our Board of Directors previously authorized the repurchase of up to $47.0 million of our outstanding common stock. At ~~March~~December 31, ~~2015,~~2014, we had repurchased $36.3 million of our common stock in total under the program, leaving $10.7 million available. There were no repurchases under the program during 2015. On April 29, 2015 our Board of Directors terminated our repurchase program.

We are deemed to repurchase common stock surrendered by participants to cover tax withholding obligations with respect to the vesting of restricted ~~stock and restricted stock units.~~stock.

Item6.

EXHIBITS

The exhibits listed in the Exhibit Index following the signature page to this report are filed as part of, or incorporated by reference into, this report.

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SIGNATURES

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

REACHLOCAL, INC.

By:	/s/ Sharon T. Rowlands
Name:	Sharon T. Rowlands
Title:	Chief Executive Officer

By:	/s/ Ross G. Landsbaum
Name:	Ross G. Landsbaum
Title:	Chief Financial Officer

Date: November 9, 2015

~~Date: August 6,~~ ~~2015~~

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EXHIBIT INDEX

Exhibit No		Description of Exhibit

~~10.1†~~ 10.1		~~Addendum~~Amendment to ~~Google AdWords PSP Addendum, dated May 4, 2015, among~~Employment Letter between ReachLocal, Inc. and ~~certain of its affiliates, and Google Inc. and certain of its affiliates (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,~~Sharon T. Rowlands, dated November 1, 2015 ~~(File No. 001-34749) filed with the Securities and Exchange Commission on May 7, 2015)~~

~~10.2†~~		~~Amendment to Google AdWords PSP Addendum, effective June 1, 2015, among ReachLocal, Inc. and certain of its affiliates, and Google Inc. and certain of its affiliates~~

~~10.3~~		Loan and Security Agreement, dated as of April 30, 2015, by and among ReachLocal, Inc., direct and indirect domestic subsidiaries of ReachLocal, Inc., as co-borrowers, Hercules Technology Growth Capital, Inc., as administrative agent, and the lenders party thereto from time to time, including Hercules Technology Growth Capital, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (File No. 001-34749) filed with the Securities and Exchange Commission on May 7, 2015)

~~10.4~~		First Amendment to Loan and Security Agreement, dated as of August 3, 2015, by and between ReachLocal, Inc., direct and indirect domestic subsidiaries of ReachLocal, Inc., as co-borrowers, Hercules Technology Growth Capital, Inc., as administrative agent, and the lenders party thereto from time to time, including Hercules Technology Growth Capital, Inc.

~~31.1~~ 31.01		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

~~31.2~~31.02		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

~~32.1~~32.01		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

~~32.2~~32.02		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

~~† Certain provisions of this exhibit have been omitted pursuant to a request for confidential treatment.~~

Large accelerated filer ☐	Accelerated filer ☒

Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☐

Title of Class		Number of Shares Outstanding on ~~July 31~~November 6, 2015
Common Stock, $0.00001 par value		~~29,363,120~~29,421,308

			Page
Part I.	Financial Information
	Item 1.	Condensed Consolidated Financial Statements (unaudited)	3
		Condensed Consolidated Balance Sheets as of ~~June~~September 30, 2015 and December 31, 2014	3
		Condensed Consolidated Statements of Operations for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2015 and 2014	4
		Condensed Consolidated Statements of Comprehensive Loss for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2015 and 2014	5
		Condensed Consolidated Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~June~~September 30, 2015 and 2014	6
		Notes to the Condensed Consolidated Financial Statements	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22 24
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37 40
	Item 4.	Controls and Procedures	38 40

Part II.	Other Information		39 41
	Item 1.	Legal Proceedings	39 41
	Item 1A.	Risk Factors	39 41
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39 41
	Item 6.	Exhibits	39 41
		Signatures	40 42

	June 30, 2015			December 31, 2014			September 30, 2015			December 31, 2014
Assets
Current Assets:
Cash and cash equivalents	$	28,624		$	43,720		$	17,813		$	43,720
Short-term investments		52			904			81			904
Accounts receivable, net of allowance for doubtful accounts of $949 and $961 at June 30, 2015 and December 31, 2014, respectively		5,759			7,844
Accounts receivable, net of allowance for doubtful accounts of $860 and $961 at September 30, 2015 and December 31, 2014, respectively								6,689			7,844
Prepaid expenses and other current assets		7,430			9,620			8,476			9,620
Total current assets		41,865			62,088			33,059			62,088

Property and equipment, net		16,615			19,639			15,547			19,639
Capitalized software development costs, net		21,470			21,555			21,155			21,555
Restricted cash—term loan (Note 10)		17,500			—
Restricted cash—term loan (Note 11)								17,500			—
Restricted cash		3,565			3,589			3,267			3,589
Intangible assets, net		4,486			5,492			4,210			5,492
Non-marketable investments		9,000			9,000			9,000			9,000
Other assets		3,467			3,518			3,405			3,518
Goodwill		47,927			48,189			19,989			48,189
Total assets	$	165,895		$	173,070		$	127,132		$	173,070

Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	35,305		$	44,874		$	33,484		$	44,874
Accrued compensation and benefits		15,043			15,972			14,188			15,972
Deferred revenue		27,226			29,016			25,824			29,016
Accrued restructuring		4,909			3,196			3,857			3,196
Term loan		2,789			—			5,877			—
Capital lease		684			624			690			624
Other current liabilities		10,833			12,316			11,454			12,316
Liabilities of discontinued operations		789			850			779			850
Total current liabilities		97,578			106,848			96,153			106,848

Term loan		21,619			—			18,687			—
Capital lease		839			1,103			662			1,103
Deferred rent and other liabilities		11,949			12,195			11,640			12,195
Total liabilities		131,985			120,146			127,142			120,146

Commitments and contingencies (Note 6)
Commitments and contingencies (Note 7)

Stockholders’ Equity:
Common stock, $0.00001 par value—140,000 shares authorized; 29,364 and 29,269 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively		—			—
Common stock, $0.00001 par value—140,000 shares authorized; 29,419 and 29,269 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively								—			—
Receivable from stockholder		(59	)		(65	)		(52	)		(65	)
Additional paid-in capital		136,505			132,080			138,572			132,080
Accumulated deficit		(97,944	)		(74,569	)		(133,581	)		(74,569	)
Accumulated other comprehensive loss		(4,592	)		(4,522	)		(4,949	)		(4,522	)
Total stockholders’ equity		33,910			52,924			(10	)		52,924
Total liabilities and stockholders’ equity	$	165,895		$	173,070		$	127,132		$	173,070

	Six Months Ended June 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Cash flows from operating activities:
Loss from continuing operations	$	(23,375	)	$	(16,639	)	$	(59,012	)	$	(27,923	)
Adjustments to reconcile loss from continuing operations, net of income taxes, to net cash used in operating activities:
Depreciation and amortization		10,283			8,240			14,995			12,595
Stock-based compensation		4,360			8,047			6,556			10,718
Restructuring charges		4,588			4,049			5,571			4,567
Impairment of goodwill								27,800			—
Loss on disposal of fixed assets		135			—			135			—
Excess tax shortfalls from stock-based awards		—			568			—			1,185
Provision for doubtful accounts		66			1,602			(12	)		1,568
Non-cash interest expense, net		173			—			387			(243	)
Deferred taxes, net		—			(1,372	)		—			(1,325	)
Changes in operating assets and liabilities:
Accounts receivable		1,859			(73	)		789			(728	)
Prepaid expenses and other current assets		2,229			(1,890	)		938			2,049
Other assets		(264	)		(397	)		13			(1,175	)
Accounts payable		(8,475	)		(4,204	)		(9,803	)		(3,075	)
Accrued compensation and benefits		(823	)		(524	)		(1,574	)		(119	)
Deferred revenue		(1,259	)		(2,129	)		(2,170	)		(1,938	)
Accrued restructuring		(2,358	)		(867	)		(4,405	)		(1,620	)
Deferred rent and other liabilities		(129	)		1,371			91			(303	)
Net cash used in operating activities, continuing operations		(12,990	)		(4,218	)		(19,701	)		(5,767	)
Net cash used in operating activities, discontinued operations		(60	)		(1,262	)		(70	)		(1,402	)
Net cash used in operating activities		(13,050	)		(5,480	)		(19,771	)		(7,169	)

Cash flows from investing activities:
Additions to property, equipment and software		(7,748	)		(10,942	)		(11,171	)		(18,987	)
Maturities of certificates of deposits and short-term investments		846			—			582			—
Purchases of certificates of deposits and short-term investments		—			(73	)		—			(85	)
Acquisitions, net of acquired cash		—			(1,760	)		—			(1,789	)
Investment in non-marketable securities		—			(2,000	)		—			(2,000	)
Net cash used in investing activities, continuing operations		(6,902	)		(14,775	)		(10,589	)		(22,861	)

Cash flows from financing activities:
Proceeds from term loan, net		24,700			—			24,700			—
Restricted cash—term loan		(17,500	)		—			(17,500	)		—
Payment of deferred and contingent consideration		(434	)		—			(529	)		—
Proceeds from exercise of stock options		6			6,438			7			6,438
Excess shortfalls from stock-based awards		—			(568	)		—			(1,185	)
Principal payments on capital lease obligations		(443	)		—			(504	)		(65	)
Debt issuance costs		(194	)		—			(194	)		—
Common stock repurchases		(5	)		(21	)		(5	)		(66	)
Net cash provided by financing activities		6,130			5,849			5,975			5,122

Effect of exchange rate changes on cash and cash equivalents		(1,274	)		1,166			(1,522	)		(889	)
Net change in cash and cash equivalents		(15,096	)		(13,240	)		(25,907	)		(25,797	)
Cash and cash equivalents—beginning of period		43,720			77,514			43,720			77,514
Cash and cash equivalents—end of period	$	28,624		$	64,274		$	17,813		$	51,717