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LOCM > SEC Filings for LOCM > Form 10-Q on 8-May-2009All Recent SEC Filings

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Form 10-Q for LOCAL.COM


8-May-2009

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
This Quarterly Report on Form 10-Q or certain information included or incorporated by reference in this report, contains or may contain forward-looking statements that involve risks, uncertainties and assumptions. All statements, other than statements of historical fact, are statements that could be deemed "forward- looking statements" within the meaning of the federal securities laws. In addition, important factors to consider in evaluating such forward-looking statements include changes or developments in social, economic, market, legal or regulatory circumstances, changes in our business or growth strategy or an inability to execute our strategy due to changes in our industry or the economy generally, the emergence of new or growing competitors, the actions or omissions of third parties, including customers, competitors and governmental authorities, and various other factors, including those described or referred to in Item 1A of Part II of this Quarterly Report. Should any one or more of these risks or uncertainties materialize, or the underlying estimates or assumptions prove incorrect, our actual results could differ materially from those expressed in the forward-looking statements and there can be no assurance that the forward-looking statements contained in this report will in fact occur. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the attached condensed consolidated financial statements and related notes thereto, and with the audited consolidated financial statements and related notes thereto as of December 31, 2008 and for the year ended December 31, 2008 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2009.
Overview
We provide paid-search services that enable businesses to reach consumers through targeted online advertising. Our services enable businesses to advertise their products and services by listing them in our search results. We supply these sponsored listings on our website, Local.com, in response to targeted keyword searches performed by Internet users.
We generate revenue each time an Internet user initiates a search on our Local.com website and clicks-through on a sponsored listing. We also generate revenue each time we display a banner advertisement on our Local.com website and through the fulfillment of subscription advertisement listings.
In August 2005, we launched Local.com, a consumer facing destination website specializing in local search services. Local.com uses a combination of our proprietary Keyword DNA™ and geographic web indexing technologies to provide relevant search results for local business, products and services and sponsored listings.
On February 18, 2009 we purchased 11,754 website hosting accounts from LaRoss Partners, Inc. ("LaRoss") for $1,175,000 in cash. LaRoss will provide ongoing billing services, hosting of the sites and customer service operations for us for a percentage of future collected billing revenues. The acquisition of the website hosting accounts adds to our base of small business customers and provides a new online service offering from Local.com that is expected to generate revenue and profits immediately.
On March 9, 2009 we purchased 14,185 local business advertising subscribers from LiveDeal, Inc. and Telco Billing, Inc., a wholly owned subsidiary of LiveDeal, Inc. for a cash payment of $3,092,000. The acquisition of this base of advertisers increases our base of customers to nearly 30,000, diversifies our revenue stream and provides a platform for future revenue growth. Outlook for Our Business
We believe that searches for products, services and businesses within a geographic region, or local search, will be an increasingly significant segment of the online advertising industry. Although paid-search advertising has been used primarily by businesses that serve the national market, local businesses are increasingly using online advertising to attract local customers. Local search allows consumers to search for local businesses' products or services by including geographic area, zip code, city and other geographically targeted search parameters in their search requests. Local search is relatively new, and as a result it is difficult to determine our current market share or predict our future market share.
We believe the market for Internet advertising and specifically paid-search services will continue to grow. According to a November 2008 study, Borrell Associates, Inc. estimates that the local search market in the United States will grow to $13.8 billion by 2012. We believe that local businesses, those that principally serve consumers within a fifty mile radius of their location, many of which are small and medium sized enterprises, have not been adequately served by the paid-search industry. Our Local.com website is designed to address this market, which we believe will provide an opportunity for increased revenue from click-throughs on the sponsored listings of local businesses.


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Although we have provided services for both local and national advertisers, our focus is transitioning away from the national market and towards the local search market. Our resources are currently being utilized almost entirely on developing our products and services to address the needs of the local search market.
We have increased our operating expenses, mainly sales and marketing expenses to advertise and bring users (traffic) to our Local.com website. We will also continue to increase our sales and marketing expenses to promote our Local.com website.
Our revenue, profitability and future growth depend not only on our ability to execute our business plan, but also, among other things, on customer acceptance of our services, the growth of the paid-search market and competition from other providers of paid-search technologies and services. Sources of Revenue
We generate revenue primarily from direct and indirect advertiser relationships. We generate revenue primarily on our Local.com website and private label network from:
• click-throughs on sponsored listings;

• display of banner advertisements;

• subscription advertiser listing; and

• subscription web hosting services.

Operating Expenses
Search Serving
Search serving expenses consist primarily of revenue-sharing payments that we make to our private label network, and to a lesser extent, Internet connectivity costs, data center costs, amortization of certain software license fees and maintenance and depreciation of computer equipment used in providing our paid-search services. As we continue to experience growth, we expect our search serving expense to increase proportionally. Sales and Marketing
Sales and marketing expenses largely consist of advertising costs associated with driving consumers to our Local.com website, sales commissions and salaries for our internal and outsourced sales force, customer service staff and marketing personnel, advertising and promotional expenses. We record advertising costs and sales commission in the period in which the expense is incurred. We expect our sales and marketing expenses will increase in absolute dollars as we continue to experience growth.
We advertise on other search engine websites, primarily google.com, but also yahoo.com, msn.com, ask.com, Intelius, whitepages.com, and several other specialized sites, by bidding on certain keywords we believe will drive traffic to our Local.com website. During the three month period ending March 31, 2009, approximately 55% of our overall traffic was purchased from other search engine websites. During the three months ended March 31, 2009, advertising costs to drive consumers to our Local.com website were $6.0 million of which $4.5 million was paid to Google, Inc. If we are unable to advertise on these websites, or the cost to advertise on these websites increases, our financial results may suffer. General and Administrative
General and administrative expenses consist of salaries and other costs associated with employment of our executive, finance, human resources and information technology staff, along with processing fees for our subscription based advertiser sales, legal, tax and accounting, and professional service fees. We expect our general and administrative costs to increase as we increase the number of our subscription based advertisers and expand our management team. Research and Development
Research and development expenses consist of salaries and other costs of employment of our development staff, outside contractor costs and amortization of capitalized website development costs. We expect research and development expenses to continue at the same level for the next year. Critical Accounting Policies
The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities


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and equity and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported period. We review our estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the result of which forms the basis for making judgments about the carrying values of assets and liabilities and the reported amounts of revenue and expenses. Actual results may differ from these estimates under different assumptions or conditions. Our significant accounting policies described in more detail in Note 1 to our consolidated financial statements included in this Report, involve judgments and estimates that are significant to the presentation of our consolidated financial statements.
Revenue Recognition
We recognize revenue when all of the following conditions are satisfied:
(1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable. We generate revenue when it is realizable and earned, as evidenced by click-throughs occurring on advertisers' sponsored listings, the display of a banner advertisement or the fulfillment of subscription listing obligations. We enter into contracts to distribute sponsored listings and banner advertisement with our direct and indirect advertisers. Most of these contracts are short-term, do not contain multiple elements and can be cancelled at anytime. Our indirect advertisers provide us with sponsored listings with bid prices (what their advertisers are willing to pay for each click-through on those listings). We recognize our portion of the bid price based upon the contractual agreement. Sponsored listings and banner advertisements are included as search results in response to keyword searches performed by consumers on our Local.com website and on our private label network. Revenue is recognized when earned based on click-through activity to the extent that collection is reasonably assured from credit worthy advertisers. We have analyzed our revenue recognition in accordance with Emerging Issues Task Force Issue No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent (EITF 99-19), and determined that our web hosting revenue will be recognized net of direct costs. All other revenue is recognized on a gross basis. Allowance for Doubtful Accounts
Our management estimates the losses that may result from that portion of our accounts receivable that may not be collectible as a result of the inability of our customers to make required payments. Management specifically analyzes accounts receivable and historical bad debt, customer concentration, customer credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. If we believe that our customers' financial condition has deteriorated such that it impairs their ability to make payments to us, additional allowances may be required. We review past due accounts on a monthly basis and record an allowance for doubtful accounts generally equal to any accounts receivable that are over 90 days past due.
As of March 31, 2009, one customer represented 78% of our total accounts receivable. This customer has historically paid within the payment period provided for under the contract and management believes this customer will continue to do so.
Stock Based Compensation
We account for stock based compensation in accordance with SFAS No. 123R. Total stock-based compensation expense recognized for the three months ended March 31, 2009 and 2008 is as follows (in thousands, except per share amount):

                                                                           Three Months Ended March 31,
                                                                           2009                    2008
Sales and marketing                                                   $          183          $          240
General and administrative                                                       236                     339
Research and development                                                          67                      71


Total stock-based compensation expense                                $          486          $          650


Basic and diluted net stock-based compensation expense per share      $         0.03          $         0.05


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Results of Operations
The following table sets forth our historical operating results as a percentage
of revenue for the three months ended March 31, 2009 and 2008:

                                                    Three Months Ended March 31,
                                                      2009                2008
   Revenue                                             100.0 %              100.0 %

   Operating Expenses:
   Search serving                                       10.0                 16.4
   Sales and marketing                                  83.6                 86.4
   General and administrative                           21.3                 16.3
   Research and development                              7.7                  9.9
   Amortization and write-down of intangibles            3.2                  3.6


   Total operating expenses                            125.8                132.7


   Operating loss                                      (25.8 )              (32.7 )

   Interest and other income (expense)                   0.0                  1.5


   Loss before income taxes                            (25.8 )              (31.2 )

   Provision for income taxes                            0.0                  0.0


   Net loss                                            (25.8 )%             (31.2 )%

Three months ended March 31, 2009 and 2008 Revenue (dollars in thousands)

                                       Three Months Ended March 31,
                                        Percent of                   Percent of
                                          Total                        Total         Percent
                            2009         Revenue         2008         Revenue         Change
    Local domestic        $ 10,828             97.9 %   $ 8,038             90.9 %       34.7 %
    Local international        131              1.2 %       138              1.6 %       (5.1 )%


    Total local             10,959             99.1 %     8,176             92.5 %       34.0 %
    National                   105              0.9 %       666              7.5 %      (84.2 )%


    Total revenue         $ 11,064            100.0 %   $ 8,842            100.0 %       25.1 %

Local domestic revenue for the three months ended March 31, 2009 increased $2.8 million, or 34.7%, compared to the same period in 2008. The increase in revenue is primarily due to increased traffic at our website and increased monetization as our revenue per thousand visitors (RKV) increased to $246 for the three months ended March 31, 2009 from $228 for the three months ended March 31, 2008. The increase in traffic at our website is the result of higher marketing expense to attract users to Local.com as well as increased organic search traffic over the same period. The increase in RKV was a result of additional ad units per page, optimization of search results to improve page yields, greater revenue share received from our advertising partners and improved search engine marketing. Local domestic revenue also benefited from the LaRoss and LiveDeal transactions that closed in February and March 2009, respectively.
Our Local.com international revenue for the three months ended March 31, 2009 decreased $7,000, or 5.1%, compared to the same period in 2008. The decrease in revenue is primarily due to decreased traffic which produced a lower number of click-throughs. In April 2009, we discontinued local international advertising. The U.S. Local.com site will utilize the search serving assets previously dedicated to support international revenue.


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National revenue for the three months ended March 31, 2009 decreased $561,000, or 84.2%, compared to the same period in 2008. The decrease in revenue is primarily due to a decrease in revenue-generating click-throughs as we utilized fewer resources to operate national search in order to focus on local search. Based on the above, total revenue for the three months ended March 31, 2009, increased to $11.1 million from $8.8 million for the three months ended March 31, 2008 an increase of $2.2 million, or 25.1%.
The following table identifies our major customers across all product lines and on our Local.com website that represented greater than 10% of our total revenue in the periods presented:

                                                      Percentage of Total Revenue                    Percentage of Total Revenue
                                                   Three Months Ended March 31, 2009              Three Months Ended March 31, 2008
                                                   Across all              Local.com              Across all              Local.com
Customer                                          product lines           website only           product lines           website only
Yahoo! Inc.                                               51.4 %                 44.6 %                  54.2 %                 47.5 %
Idearc Media Corp.                                        18.5 %                 13.5 %                  15.8 %                 14.5 %

On March 31, 2009, Idearc announced that it filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Idearc also announced that it has reached an agreement in principle with the agent bank and a steering group of its secured lenders on certain critical elements of a plan of reorganization. Idearc announced it maintains substantial cash balances and continues to generate positive cash flow, and has reached an agreement on use of cash collateral. Idearc expects to operate business as usual throughout its restructuring process, with no interruption in the solutions and services it provides. At March 31, 2009 we did not have any accounts receivable outstanding with Idearc.
Operating expenses:
Operating expenses were as follows (dollars in thousands):

                                                       Three Months Ended March 31,
                                                      Percent of                          Percent of
                                                        Total                               Total            Percent
                                       2009            Revenue             2008            Revenue            Change
Search serving                       $  1,109                10.0 %      $  1,453                16.4 %        (23.7) %
Sales and marketing                     9,250                83.6 %         7,643                86.4 %          21.0 %
General and administrative              2,352                21.3 %         1,443                16.3 %          63.0 %
Research and development                  856                 7.7 %           878                 9.9 %         (2.5) %
Amortization and write-down of
intangibles                               355                 3.2 %           318                 3.6 %          11.6 %


Total operating expenses             $ 13,922               125.8 %      $ 11,735               132.7 %          18.6 %

Search serving
Search serving expenses for the three months ended March 31, 2009 decreased by $0.3 million, or 23.7%, compared to the same period in 2008. The decrease was primarily due to decreased revenue share payments related to National revenue, partially offset by higher costs to increase our network bandwidth and an increase in our revenue share payments to our private label network partners. As we are projecting growth during 2009, particularly in our private label network, we expect our search serving expense to increase from current levels. Sales and marketing
Sales and marketing expenses for the three months ended March 31, 2009 increased by $1.6 million, or 21.0%, compared to the same period in 2008. The increase was primarily due to an increase in advertising costs associated with driving consumers to our Local.com website. We have also increased our sales efforts by establishing outsourced telesales partners. We expect our sales and marketing expenses will increase in absolute dollars as we continue to experience growth. Sales and marketing expenses were 83.6% and 86.4% of total revenue for the three months ended March 31, 2009 and 2008, respectively. The decrease in percentage was due to a greater return on our consumer-driving advertising costs and an increase in the amount organic traffic, which typically yields revenue without sales and marketing costs.
General and administrative
General and administrative expenses for the three months ended March 31, 2009 increased by $0.9 million, or 63.0%, compared to the same period in 2008. The increase was primarily due to $658,000 of non-recurring charges including


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acquisition-related charges and change in officer. The increase is also attributable to higher transaction processing costs due to higher revenues related to our subscription-based revenues. Research and development
Research and development expenses for the three months ended March 31, 2009 decreased by $22,000, or 2.5%, essentially flat compared to the same period in 2008. We expect research and development expenses to continue at the same level. Amortization of intangibles
Amortization of intangibles expense was $355,000 and $318,000 for the three months ended March 31, 2009 and 2008, respectively. Amortization will increase in 2009 due to the LaRoss and LiveDeal acquisitions of customer-related intangible assets. The LaRoss and LiveDeal customer-related intangible assets of $1,113,000 and $3,092,000, respectively, will be amortized over two years. Interest and other income (expense), net Interest and other income (expense) was $3,000 and $135,000 for the three months ended March 31, 2009 and 2008, respectively, representing a decrease of $132,000. The decrease is due to a decrease in cash over the same period, coupled with a decline in interest rates. We expect interest and other income (expense) to continue at the same level. Provision for income taxes
Provision for income taxes was $1,000 for the three months ended March 31, 2009 and 2008, respectively. These amounts represent the minimum amounts required for state income taxes.
Liquidity and Capital Resources
Liquidity and capital resources highlights (in thousands):

                                           March 31,       December 31,
                                             2009              2008

              Cash and cash equivalents   $    11,076     $       12,142


              Working capital             $     4,387     $       10,837

Cash flow highlights (in thousands):

                                                                       Three Months Ended March 31,
                                                                        2009                  2008
Net cash provided by (used in) operating activities                $      3,651          $     (1,508 )
Net cash (used in) provided by investing activities                $     (4,480 )        $      2,004
Net cash used in financing activities                              $       (237 )        $        (12 )

We have funded our business, to date, primarily from issuances of equity and debt securities. Cash and cash equivalents were $11.1 million as of March 31, 2009 and $12.1 million as of December 31, 2008. We had working capital of $4.4 million as of March 31, 2009 and $10.8 million as of December 31, 2008. Net cash provided by operations was $3.7 million for the three months ended March 31, 2009. Net loss adjusted for non-cash charges used cash of $1.8 million. Changes in operating assets and liabilities provided cash of $5.4 million, the largest component of which represents an increase in deferred revenue related to a prepayment from a significant customer. Net cash used by operations was $1.5 million for the three months ended March 31, 2008, primarily from the net loss adjusted for non-cash items. There are four primary drivers that affect cash used in operations: net income; non-cash adjustments to net income; changes in accounts receivable; and changes in accounts payable. For the three months ended March 31, 2009 the terms of our accounts receivable and accounts payable remained unchanged; although, as noted above, we received a prepayment from a significant customer in the first quarter of 2009, increasing deferred revenue by $3.4 million from December 31, 2008.


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The table below substantiates the change in net cash provided by (used in) operating activities for the quarters ended March 31, 2009 and 2008 (in thousands):

                                                            Three Months Ended March 31,
                                                             2009                   2008             Change
Net loss                                                $       (2,856 )       $       (2,759 )      $   (97 )
Non-cash(1)                                                      1,086                  1,211           (125 )


Subtotal                                                        (1,770 )               (1,548 )         (222 )
Deferred revenue                                                 3,400                    (50 )        3,450
AR, AP and Other                                                 2,021                     90          1,931


Net cash provided by (used in) operations               $        3,651         $       (1,508 )      $ 5,159

(1) - Includes depreciation, . . .

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