##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q/A
 Amendment No. 1 to Form 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 001-34197
 
 LOCAL.COM CORPORATION
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    33-0849123
(I.R.S. Employer
Identification Number)
 One Technology Drive, Building G
Irvine, CA 92618
 (949) 784-0800
 
 þ o
 o o
  Large accelerated filer oAccelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company þ o þ




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##### 



LOCAL.COM CORPORATION
 Table of Contents
 PagePART I. FINANCIAL INFORMATIONExplanatory Note
    
    
    3Item 1. Financial StatementsCondensed Consolidated Balance Sheets
As of  June 30, 2009 - Restated (Unaudited) and December 31, 2008
    
    
    4Condensed
Consolidated Statements of Operations
For the three and six months ended June 30, 2009  (Restated) and 2008 (Unaudited)
    
    
    5Condensed
Consolidated Statements of Comprehensive Income (Loss)
For the three and six months ended June 30, 2009 (Restated)  and 2008 (Unaudited)
    
    
    6Condensed
Consolidated Statements of Cash Flows
For the six months ended June 30, 2009 (Restated)  and 2008 (Unaudited)
    
    
    7Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    25Item 4T. Controls and Procedures
    
    
    25PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    26Item 1A. Risk Factors
    
    
    26Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26Item 3. Defaults Upon Senior Securities
    
    
    26Item 4. Submission of Matters to a Vote of Security Holders
    
    
    26Item 5. Other Information
    
    
    26Item 6. Exhibits
    
    
    27Signatures
    
    
    28Index to Exhibits
    
    
    29EX-31.1EX-31.2EX-32.1
  2




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##### Table of Contents



EXPLANATORY NOTE
    
    
    Part I  Item 1  Financial Statements and Notes 1, 6 and 13 to the Condensed
Consolidated Financial Statements
    
    Part I  Item 2  Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    Part I  Item 4T  Controls and Procedures
    
    Part II  Item 6  Exhibits
  3




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 
 LOCAL.COM CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
 June 30,2009
    
    
    December 31,(Restated)
    
    
    2008(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    6,726
    
    
    $
    12,142Restricted cash
    
    
    81
    
    
    
    31Accounts receivable, net of allowances of $213 and $60, respectively
    
    
    7,619
    
    
    
    5,270Prepaid expenses and other current assets
    
    
    238
    
    
    
    374Total current assets
    
    
    14,664
    
    
    
    17,817Property and equipment, net
    
    
    1,377
    
    
    
    1,073Goodwill
    
    
    13,231
    
    
    
    13,231Intangible assets, net
    
    
    5,269
    
    
    
    2,158Long-term restricted cash
    
    
    35
    
    
    
    35Deposits
    
    
    12
    
    
    
    12Total assets
    
    $
    34,588
    
    
    $
    34,326LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    7,160
    
    
    $
    5,608Accrued compensation
    
    
    1,163
    
    
    
    545Deferred rent
    
    
    137
    
    
    
    199Warrant liability
    
    
    1,979
    
    
    
    Other accrued liabilities
    
    
    1,015
    
    
    
    564Deferred revenue
    
    
    217
    
    
    
    64Total liabilities, all current
    
    
    11,671
    
    
    
    6,980Commitments and contingenciesStockholders equity:Convertible preferred stock, $0.00001 par value; 10,000,000 shares
authorized; none issued and outstanding for all periods presented
    
    
    
    
    
    
    Common stock, $0.00001 par value; 30,000,000 shares authorized;
14,329,265 and 14,446,107 issued and outstanding, respectively
    
    
    
    
    
    
    Additional paid-in capital
    
    
    80,095
    
    
    
    85,141Accumulated deficit
    
    
    (57,178
    )
    
    
    (57,795
    )Stockholders equity
    
    
    22,917
    
    
    
    27,346Total liabilities and stockholders equity
    
    $
    34,588
    
    
    $
    34,326
  4




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##### Table of Contents



LOCAL.COM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    
    
    
    
    2009(Restated)
    
    
    2008
    
    
    (Restated)
    
    
    2008Revenue
    
    $
    13,726
    
    
    $
    9,646
    
    
    $
    24,790
    
    
    $
    18,488Operating Expenses:Search serving
    
    
    1,011
    
    
    
    1,320
    
    
    
    2,120
    
    
    
    2,773Sales and marketing
    
    
    9,153
    
    
    
    7,900
    
    
    
    18,403
    
    
    
    15,543General and administrative
    
    
    2,437
    
    
    
    1,400
    
    
    
    4,789
    
    
    
    2,842Research and development
    
    
    735
    
    
    
    755
    
    
    
    1,591
    
    
    
    1,632Amortization of intangibles
    
    
    724
    
    
    
    280
    
    
    
    1,079
    
    
    
    598Total operating expenses
    
    
    14,060
    
    
    
    11,655
    
    
    
    27,982
    
    
    
    23,388Operating loss
    
    
    (334
    )
    
    
    (2,009
    )
    
    
    (3,192
    )
    
    
    (4,900
    )Interest and other income (expense), net
    
    
    1
    
    
    
    84
    
    
    
    4
    
    
    
    218Change in fair value of warrant liability
    
    
    (723
    )
    
    
    
    
    
    
    (1,233
    )
    
    
    Loss before income taxes
    
    
    (1,056
    )
    
    
    (1,925
    )
    
    
    (4,421
    )
    
    
    (4,682
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    1Net loss
    
    $
    (1,056
    )
    
    $
    (1,925
    )
    
    $
    (4,422
    )
    
    $
    (4,683
    )Per share data:Basic net loss per share
    
    $
    (0.07
    )
    
    $
    (0.14
    )
    
    $
    (0.31
    )
    
    $
    (0.33
    )Diluted net loss per share
    
    $
    (0.07
    )
    
    $
    (0.14
    )
    
    $
    (0.31
    )
    
    $
    (0.33
    )Basic weighted average shares outstanding
    
    
    14,332
    
    
    
    14,242
    
    
    
    14,382
    
    
    
    14,223Diluted weighted average shares outstanding
    
    
    14,332
    
    
    
    14,242
    
    
    
    14,382
    
    
    
    14,223
  5




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##### Table of Contents



LOCAL.COM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    
    
    
    
    2009(Restated)
    
    
    2008
    
    
    (Restated)
    
    
    2008Net loss
    
    $
    (1,056
    )
    
    $
    (1,925
    )
    
    $
    (4,422
    )
    
    $
    (4,683
    )Other comprehensive income (loss):Net unrealized gain (loss) on marketable securities
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1Total comprehensive loss
    
    $
    (1,056
    )
    
    $
    (1,924
    )
    
    $
    (4,422
    )
    
    $
    (4,682
    )Supplemental comprehensive income (loss) information:Net unrealized gain (loss) on marketable securities
    
    $
    
    
    
    $
    1
    
    
    $
    
    
    
    $
    1
  6




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##### Table of Contents



LOCAL.COM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Six Months Ended June 30,2009(Restated)
    
    

    2008Cash flows from operating activities:Net loss
    
    $
    (4,422
    )
    
    $
    (4,683
    )Adjustments to reconcile net loss to cash used in operating activities:Depreciation and amortization
    
    
    1,391
    
    
    
    1,036Provision for doubtful accounts
    
    
    175
    
    
    
    10Stock-based compensation expense
    
    
    1,035
    
    
    
    1,223Change in fair value of warrant liability
    
    
    1,233
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (2,462
    )
    
    
    (1,553
    )Prepaid expenses and other
    
    
    136
    
    
    
    164Accounts payable and accrued liabilities
    
    
    2,559
    
    
    
    1,214Deferred revenue
    
    
    153
    
    
    
    (89
    )Net cash used in operating activities
    
    
    (202
    )
    
    
    (2,678
    )Cash flows from investing activities:Capital expenditures
    
    
    (616
    )
    
    
    (98
    )Proceeds from sales of marketable securities
    
    
    
    
    
    
    2,000Increase in restricted cash
    
    
    (50
    )
    
    
    Purchases of intangible assets
    
    
    (4,252
    )
    
    
    2Net cash (used in) provided by investing activities:
    
    
    (4,918
    )
    
    
    1,904Cash flows from financing activities:Proceeds from issuance of common stock:Exercise of warrants
    
    
    
    
    
    
    112Exercise of options
    
    
    40
    
    
    
    158Repurchases of common stock
    
    
    (336
    )
    
    
    Swing sale profit contribution
    
    
    
    
    
    
    3Payment of financing related costs
    
    
    
    
    
    
    (20
    )Net cash (used in) provided by financing activities
    
    
    (296
    )
    
    
    253Net decrease in cash and cash equivalents
    
    
    (5,416
    )
    
    
    (521
    )Cash and cash equivalents, beginning of period
    
    
    12,142
    
    
    
    14,258Cash and cash equivalents, end of period
    
    $
    6,726
    
    
    $
    13,737Supplemental Cash Flow Information:Interest paid
    
    $
    2
    
    
    $
    Income taxes paid
    
    $
    1
    
    
    $
    1
  7




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##### Table of Contents



LOCAL.COM CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. The Company and Summary of Significant Accounting Policies
 Nature of operations
  Principles of consolidation and basis of presentation
   Use of estimates
  Fair Value of Financial Instruments
   Accounting Standards Adopted
  8




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Determining whether an Instrument (or Embedded Feature) is Indexed to
an Entitys own stock Accounting for Derivative Instruments and Hedging
Activities
   Additional
    
    
    Warrant
    
    
    AccumulatedPaid-In-Capital
    
    
    Liability
    
    
    DeficitGrant date fair value of previously issued warrants
    
    $
    5,785
    
    
    $
    (5,785
    )
    
    $
    Change in fair value of previously issued
warrants outstanding as of January 1, 2009
    
    
    
    
    
    
    5,039
    
    
    
    (5,039
    )Cumulative effect of change in accounting principle
    
    $
    5,785
    
    
    $
    (746
    )
    
    $
    (5,039
    )
  2. Purchase of customer-related intangible assets
   3. Intangible assets
     9




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##### Table of Contents



June 30,
    
    
    December 31,2009
    
    
    2008Developed technology
    
    $
    2,233
    
    
    $
    2,233Non-compete agreements
    
    
    13
    
    
    
    13Customer-related
    
    
    5,210
    
    
    
    1,020Patents
    
    
    431
    
    
    
    431Domain name  indefinite life
    
    
    701
    
    
    
    7018,588
    
    
    
    4,398Less accumulated amortization
    
    
    (3,319
    )
    
    
    (2,240
    )Intangible assets, net
    
    $
    5,269
    
    
    $
    2,158
 4. Goodwill
  5. Web site development costs and computer software developed for internal use
  6. Net loss per share
    10




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##### Table of Contents



Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    
    
    
    
    2009(Restated)
    
    
    2008
    
    
    (Restated)
    
    
    2008Numerator:Net loss
    
    $
    (1,056
    )
    
    $
    (1,925
    )
    
    $
    (4,422
    )
    
    $
    (4,683
    )Denominator:Denominator for basic calculation weighted average shares
    
    
    14,332
    
    
    
    14,242
    
    
    
    14,382
    
    
    
    14,223Dilutive common stock equivalents:Options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Denominator for diluted calculation weighted average
shares
    
    
    14,332
    
    
    
    14,242
    
    
    
    14,382
    
    
    
    14,223Net loss per share:Basic net loss per share
    
    $
    (0.07
    )
    
    $
    (0.14
    )
    
    $
    (0.31
    )
    
    $
    (0.33
    )Diluted net loss per share
    
    $
    (0.07
    )
    
    $
    (0.14
    )
    
    $
    (0.31
    )
    
    $
    (0.33
    )
 7. Composition of certain balance sheet and statement of operations captions
  June 30,
    
    
    December 31,2009
    
    
    2008Furniture and fixtures
    
    $
    210
    
    
    $
    203Office equipment
    
    
    132
    
    
    
    132Computer equipment
    
    
    1,459
    
    
    
    1,392Computer software
    
    
    2,302
    
    
    
    1,760Leasehold improvements
    
    
    583
    
    
    
    5834,686
    
    
    
    4,070Less accumulated depreciation and amortization
    
    
    (3,309
    )
    
    
    (2,997
    )Property and equipment, net
    
    $
    1,377
    
    
    $
    1,073
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Interest income
    
    $
    3
    
    
    $
    84
    
    
    $
    8
    
    
    $
    218Interest expense
    
    
    (2
    )
    
    
    
    
    
    
    (4
    )
    
    
    Interest and other income (expense), net
    
    $
    1
    
    
    $
    84
    
    
    $
    4
    
    
    $
    218
 8. Credit facility
    11




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9. Operating information
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenue by geographic region:United States
    
    $
    13,725
    
    
    $
    9,471
    
    
    $
    24,658
    
    
    $
    18,175Europe
    
    
    1
    
    
    
    175
    
    
    
    132
    
    
    
    313Total revenue
    
    $
    13,726
    
    
    $
    9,646
    
    
    $
    24,790
    
    
    $
    18,488Revenue by product:Pay-per-click (PPC)
    
    $
    10,753
    
    
    $
    8,877
    
    
    $
    20,014
    
    
    $
    16,953Local promote (subscription)
    
    
    2,323
    
    
    
    272
    
    
    
    3,616
    
    
    
    454Banner advertisement
    
    
    634
    
    
    
    419
    
    
    
    1,122
    
    
    
    903Local connect (license) (1)
    
    
    16
    
    
    
    78
    
    
    
    38
    
    
    
    178Total revenue
    
    $
    13,726
    
    
    $
    9,646
    
    
    $
    24,790
    
    
    $
    18,488
 
 (1)
    
    This includes software and patent licensing fees. 10. Stock-based compensation
  Weighted
    
    
    AggregateAverage Exercise
    
    
    Intrinsic ValueShares
    
    
    Price
    
    
    (in thousands)Outstanding at December 31, 2008
    
    
    3,070,790
    
    
    $
    4.87Granted
    
    
    782,816
    
    
    
    1.95Exercised
    
    
    (14,397
    )
    
    
    2.80Cancelled
    
    
    (145,217
    )
    
    
    4.51Outstanding at June 30, 2009
    
    
    3,693,992
    
    
    $
    4.27
    
    
    $
    1,806Exercisable at June 30, 2009
    
    
    1,750,025
    
    
    $
    5.48
    
    
    $
    237
   12




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##### Table of Contents



Options OutstandingAverage
    
    
    
    
    
    Options ExercisableRemaining
    
    Weighted
    
    
    
    
    
    WeightedContractual
    
    Average
    
    
    
    
    
    AverageRange of Exercise Price
    
    Shares
    
    Life
    
    Exercise Price
    
    Shares
    
    Exercise Price$1.01 - $2.00
    
    
    868,202
    
    
    9.1 years
    
    $
    1.59
    
    
    
    92,496
    
    
    $
    1.71$2.01 - $3.00
    
    
    206,161
    
    
    7.2 years
    
    
    2.27
    
    
    
    70,428
    
    
    
    2.25$3.01 - $4.00
    
    
    870,488
    
    
    6.3 years
    
    
    3.71
    
    
    
    604,522
    
    
    
    3.73$4.01 - $5.00
    
    
    1,105,147
    
    
    8.2 years
    
    
    4.67
    
    
    
    371,426
    
    
    
    4.62$5.01 - $6.00
    
    
    115,959
    
    
    6.1 years
    
    
    5.70
    
    
    
    109,206
    
    
    
    5.70$6.01 - $7.00
    
    
    108,773
    
    
    4.8 years
    
    
    6.41
    
    
    
    106,021
    
    
    
    6.40$7.01 - $8.00
    
    
    190,112
    
    
    6.2 years
    
    
    7.51
    
    
    
    187,610
    
    
    
    7.52$8.01 - $10.00
    
    
    120,000
    
    
    6.8 years
    
    
    8.76
    
    
    
    99,166
    
    
    
    8.88$15.01 - $16.59
    
    
    109,150
    
    
    4.4 years
    
    
    15.62
    
    
    
    109,150
    
    
    
    15.623,693,992
    
    
    7.5 years
    
    $
    4.27
    
    
    
    1,750,025
    
    
    $
    5.48
  Three Months Ended June 30,
    
    Six Months Ended June 30,2009
    
    2008
    
    2009
    
    2008Risk-free interest rate
    
    
    2.42
    %
    
    
    3.49
    %
    
    
    2.25
    %
    
    
    3.47
    %Expected lives (in years)
    
    
    7.0
    
    
    
    7.0
    
    
    
    7.0
    
    
    
    7.0Expected dividend yield
    
    None
    
    None
    
    None
    
    NoneExpected volatility
    
    
    100.00
    %
    
    
    100.00
    %
    
    
    100.00
    %
    
    
    100.00
    %
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Sales and marketing
    
    $
    185
    
    
    $
    234
    
    
    $
    368
    
    
    $
    474General and administrative
    
    
    296
    
    
    
    286
    
    
    
    532
    
    
    
    626Research and development
    
    
    68
    
    
    
    52
    
    
    
    135
    
    
    
    123Total stock-based compensation expense
    
    $
    549
    
    
    $
    572
    
    
    $
    1,035
    
    
    $
    1,223Basic and diluted net stock-based
compensation expense per share
    
    $
    0.04
    
    
    $
    0.04
    
    
    $
    0.07
    
    
    $
    0.09
 11. Warrants:
  WeightedAverage ExerciseShares
    
    
    PriceOutstanding at December 31, 2008
    
    
    3,290,220
    
    
    $
    7.55Issued
    
    
    49,525
    
    
    
    2.31Exercised
    
    
    
    
    
    
    Expired
    
    
    
    
    
    
    Outstanding at June 30, 2009
    
    
    3,339,745
    
    
    $
    7.47Exercisable at June 30, 2009
    
    
    3,290,220
    
    
    $
    7.55
 13




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Warrants Outstanding and ExercisableWeightedAverageRemaining
    
    WeightedContractual
    
    AverageRange of Exercise Price
    
    Shares
    
    Life
    
    Exercise Price$2.00 - $3.99
    
    
    49,525
    
    
    1.8 years
    
    $
    2.31$4.00 - $4.99
    
    
    867,662
    
    
    2.7 years
    
    
    4.36$5.00 - $5.99
    
    
    867,662
    
    
    2.7 years
    
    
    5.17$7.00 - $7.99
    
    
    537,373
    
    
    3.6 years
    
    
    7.89$9.00 - $9.99
    
    
    537,373
    
    
    4.6 years
    
    
    9.26$10.00 - $19.99
    
    
    315,750
    
    
    0.3 years
    
    
    10.00$20.00 - $25.53
    
    
    164,400
    
    
    0.5 years
    
    
    25.533,339,745
    
    
    2.5 years
    
    $
    7.47
 12. Stock repurchase program
  13. Restatement
   14




---



##### Table of Contents



Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2009Net loss, as previously reported
    
    $
    (333
    )
    
    $
    (3,189
    )Adjustment for change in fair value of warrant liability (pre-tax):
    
    
    (723
    )
    
    
    (1,233
    )Tax effect of restatement adjustment
    
    
    
    
    
    
    Net loss, as restated
    
    $
    (1,056
    )
    
    $
    (4,422
    )Basic net loss per share, as restated
    
    $
    (0.07
    )
    
    $
    (0.31
    )Diluted net loss per share, as restated
    
    $
    (0.07
    )
    
    $
    (0.31
    )
  LOCAL.COM CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
 June 30, 2009(unaudited)As previouslyreported
    
    
    As restatedASSETSCurrent assets:Cash and cash equivalents
    
    $
    6,726
    
    
    $
    6,726Restricted cash
    
    
    81
    
    
    
    81Accounts receivable, net of allowances of $213
    
    
    7,619
    
    
    
    7,619Prepaid expenses and other current assets
    
    
    238
    
    
    
    238Total current assets
    
    
    14,664
    
    
    
    14,664Property and equipment, net
    
    
    1,377
    
    
    
    1,377Goodwill
    
    
    13,231
    
    
    
    13,231Intangible assets, net
    
    
    5,269
    
    
    
    5,269Long-term restricted cash
    
    
    35
    
    
    
    35Deposits
    
    
    12
    
    
    
    12Total assets
    
    $
    34,588
    
    
    $
    34,588LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    7,160
    
    
    $
    7,160Accrued compensation
    
    
    1,163
    
    
    
    1,163Deferred rent
    
    
    137
    
    
    
    137Warrant liability
    
    
    
    
    
    
    1,979Other accrued liabilities
    
    
    1,015
    
    
    
    1,015Deferred revenue
    
    
    217
    
    
    
    217Total liabilities, all current
    
    
    9,692
    
    
    
    11,671Commitments and contingencies
Stockholders equity:Convertible preferred stock, $0.00001 par
value; 10,000,000 shares authorized; none
issued and outstanding for all periods
presented
    
    
    
    
    
    
    Common stock, $0.00001 par value; 30,000,000
shares authorized; 14,329,265 issued and
outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    85,880
    
    
    
    80,095Accumulated deficit
    
    
    (60,984
    )
    
    
    (57,178
    )Stockholders equity
    
    
    24,896
    
    
    
    22,917Total liabilities and stockholders equity
    
    $
    34,588
    
    
    $
    34,588
 See accompanying notes to the consolidated financial statements.
 15




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##### Table of Contents



LOCAL.COM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,As previously
    
    
    
    
    
    
    As previouslyreported
    
    
    As restated
    
    
    reported
    
    
    As restatedRevenue
    
    $
    13,726
    
    
    $
    13,726
    
    
    $
    24,790
    
    
    $
    24,790Operating Expenses:Search serving
    
    
    1,011
    
    
    
    1,011
    
    
    
    2,120
    
    
    
    2,120Sales and marketing
    
    
    9,153
    
    
    
    9,153
    
    
    
    18,403
    
    
    
    18,403General and administrative
    
    
    2,437
    
    
    
    2,437
    
    
    
    4,789
    
    
    
    4,789Research and development
    
    
    735
    
    
    
    735
    
    
    
    1,591
    
    
    
    1,591Amortization of intangibles
    
    
    724
    
    
    
    724
    
    
    
    1,079
    
    
    
    1,079Total operating expenses
    
    
    14,060
    
    
    
    14,060
    
    
    
    27,982
    
    
    
    27,982Operating loss
    
    
    (334
    )
    
    
    (334
    )
    
    
    (3,192
    )
    
    
    (3,192
    )Interest and other income (expense), net
    
    
    1
    
    
    
    1
    
    
    
    4
    
    
    
    4Change in fair value of warrant liability
    
    
    
    
    
    
    (723
    )
    
    
    
    
    
    
    (1,233
    )Loss before income taxes
    
    
    (333
    )
    
    
    (1,056
    )
    
    
    (3,188
    )
    
    
    (4,421
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    1Net loss
    
    $
    (333
    )
    
    $
    (1,056
    )
    
    $
    (3,189
    )
    
    $
    (4,422
    )Per share data:Basic net loss per share
    
    $
    (0.02
    )
    
    $
    (0.07
    )
    
    $
    (0.22
    )
    
    $
    (0.31
    )Diluted net loss per share
    
    $
    (0.02
    )
    
    $
    (0.07
    )
    
    $
    (0.22
    )
    
    $
    (0.31
    )Basic weighted average shares outstanding
    
    
    14,332
    
    
    
    14,332
    
    
    
    14,382
    
    
    
    14,382Diluted weighted average shares outstanding
    
    
    14,332
    
    
    
    14,332
    
    
    
    14,382
    
    
    
    14,382
 See accompanying notes to the consolidated financial statements.
 16




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 This Quarterly Report on Form 10-Q/A 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
     Recent Developments
   Outlook for Our Business
   17




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##### Table of Contents



Sources of Revenue
  
    
    click-throughs on sponsored listings;
    
    calls to cost-per-call advertiser listings;
    
    lead generation;
    
    banner ads;
    
    subscription advertiser listing; and
    
    subscription web hosting services.
 Operating Expenses
 Search Serving
  Sales and Marketing
   General and Administrative
 18




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##### Table of Contents



Research and Development
  Critical Accounting Policies
  Revenue Recognition
   Allowance for Doubtful Accounts
   19




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##### Table of Contents



Stock Based Compensation
   Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Sales and marketing
    
    $
    185
    
    
    $
    234
    
    
    $
    368
    
    
    $
    474General and administrative
    
    
    296
    
    
    
    286
    
    
    
    532
    
    
    
    626Research and development
    
    
    68
    
    
    
    52
    
    
    
    135
    
    
    
    123Total stock-based compensation expense
    
    $
    549
    
    
    $
    572
    
    
    $
    1,035
    
    
    $
    1,223Basic and diluted net stock-based
compensation expense per share
    
    $
    0.04
    
    
    $
    0.04
    
    
    $
    0.07
    
    
    $
    0.09
 Warrant Liability
   
    
    Expected volatilityThe estimated stock price volatility is
derived based upon our actual historic stock prices over the
contractual life of the warrants, which represents our best
estimate of expected volatility.
    
    Risk-free interest rateWe use the yield on zero-coupon U.S.
Treasury securities for a period that is commensurate with the
warrant contractual life assumption as the risk-free interest
rate.
 Results of Operations
  Three Months Ended June 30,
    
    Six Months Ended June 30,2009
    
    
    
    
    
    2009(Restated)
    
    2008
    
    (Restated)
    
    2008Revenue
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Operating Expenses:Search serving
    
    
    7.4
    
    
    
    13.7
    
    
    
    8.6
    
    
    
    15.0Sales and marketing
    
    
    66.7
    
    
    
    81.9
    
    
    
    74.2
    
    
    
    84.1General and administrative
    
    
    17.8
    
    
    
    14.5
    
    
    
    19.3
    
    
    
    15.4Research and development
    
    
    5.4
    
    
    
    7.8
    
    
    
    6.4
    
    
    
    8.8Amortization and write-down of
intangibles
    
    
    5.3
    
    
    
    2.9
    
    
    
    4.4
    
    
    
    3.2Total operating expenses
    
    
    102.4
    
    
    
    120.8
    
    
    
    112.9
    
    
    
    126.5Operating loss
    
    
    (2.4
    )
    
    
    (20.8
    )
    
    
    (12.9
    )
    
    
    (26.5
    )Interest and other income (expense)
    
    
    0.0
    
    
    
    0.9
    
    
    
    0.0
    
    
    
    1.2Change in
fair value of warrant liability
    
    
    (5.3
    )
    
    
    
    
    
    
    (5.0
    )
    
    
    Loss before income taxes
    
    
    (7.7
    )
    
    
    (20.0
    )
    
    
    (17.8
    )
    
    
    (25.3
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    0.0
    
    
    
    0.0Net loss
    
    
    (7.7
    )%
    
    
    (20.0
    )%
    
    
    (17.8
    )%
    
    
    (25.3
    )%
 Three and six months ended June 30, 2009 and 2008
 Revenue (dollars in thousands)
 Three Months Ended June 30,
    
    
    
    
    
    
    Six Months Ended June 30,Percent of
    
    
    
    
    
    
    Percent of
    
    
    
    
    
    
    
    
    
    
    Percent of
    
    
    
    
    
    
    Percent ofTotal
    
    
    
    
    
    
    Total
    
    
    Percent
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    Total
    
    
    Percent2009
    
    
    Revenue
    
    
    2008
    
    
    Revenue
    
    
    Change
    
    
    2009
    
    
    Revenue
    
    
    2008
    
    
    Revenue
    
    
    ChangeLocal domestic
    
    $
    13,512
    
    
    
    98.4
    %
    
    $
    9,150
    
    
    
    94.9
    %
    
    
    47.7
    %
    
    $
    24,340
    
    
    
    98.2
    %
    
    $
    17,188
    
    
    
    93.0
    %
    
    
    41.6
    %Local international
    
    
    1
    
    
    
    0.0
    %
    
    
    175
    
    
    
    1.8
    %
    
    
    (99.4
    )%
    
    
    132
    
    
    
    0.5
    %
    
    
    313
    
    
    
    1.7
    %
    
    
    (57.8
    )%Total local
    
    
    13,513
    
    
    
    98.4
    %
    
    
    9,325
    
    
    
    96.7
    %
    
    
    44.9
    %
    
    
    24,472
    
    
    
    98.7
    %
    
    
    17,501
    
    
    
    94.7
    %
    
    
    39.8
    %National
    
    
    213
    
    
    
    1.6
    %
    
    
    321
    
    
    
    3.3
    %
    
    
    (33.6
    )%
    
    
    318
    
    
    
    1.3
    %
    
    
    987
    
    
    
    5.3
    %
    
    
    (67.8
    )%Total revenue
    
    $
    13,726
    
    
    
    100.0
    %
    
    $
    9,646
    
    
    
    100.0
    %
    
    
    42.3
    %
    
    $
    24,790
    
    
    $
    100
    %
    
    $
    18,488
    
    
    
    100.0
    %
    
    
    34.1
    %
 20




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##### Table of Contents



Percentage of Total Revenue
    
    Percentage of Total RevenueThree Months Ended June 30,
    
    Six Months Ended June 30, 20092009
    
    2008
    
    2009
    
    2008Across all
    
    Local.com
    
    Across all
    
    Local.com
    
    Across all
    
    Local.com
    
    Across all
    
    Local.comCustomer
    
    product lines
    
    website only
    
    product lines
    
    website only
    
    product lines
    
    website only
    
    product lines
    
    website onlyYahoo! Inc.
    
    
    42.9
    %
    
    
    37.7
    %
    
    
    51.9
    %
    
    
    44.0
    %
    
    
    46.7
    %
    
    
    40.7
    %
    
    
    53.0
    %
    
    
    45.7
    %Idearc Media Corp.
    
    
    23.7
    %
    
    
    15.6
    %
    
    
    23.0
    %
    
    
    20.4
    %
    
    
    21.4
    %
    
    
    14.7
    %
    
    
    19.6
    %
    
    
    17.6
    %
  Operating expenses:
  Three Months Ended June 30,
    
    
    
    
    
    
    Six Months Ended June 30,Percent of
    
    
    
    
    
    
    Percent of
    
    
    
    
    
    
    
    
    
    
    Percent of
    
    
    
    
    
    
    Percent ofTotal
    
    
    
    
    
    
    Total
    
    
    Percent
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    Total
    
    
    Percent2009
    
    
    Revenue
    
    
    2008
    
    
    Revenue
    
    
    Change
    
    
    2009
    
    
    Revenue
    
    
    2008
    
    
    Revenue
    
    
    ChangeSearch serving
    
    $
    1,011
    
    
    
    7.4
    %
    
    $
    1,320
    
    
    
    13.7
    %
    
    
    (23.4
    )%
    
    $
    2,120
    
    
    
    8.6
    %
    
    $
    2,773
    
    
    
    15.0
    %
    
    
    (23.5
    )%Sales and marketing
    
    
    9,153
    
    
    
    66.7
    %
    
    
    7,900
    
    
    
    81.9
    %
    
    
    15.9
    %
    
    
    18,403
    
    
    
    74.2
    %
    
    
    15,543
    
    
    
    84.1
    %
    
    
    18.4
    %General and
administrative
    
    
    2,437
    
    
    
    17.8
    %
    
    
    1,400
    
    
    
    14.5
    %
    
    
    74.1
    %
    
    
    4,789
    
    
    
    19.3
    %
    
    
    2,842
    
    
    
    15.4
    %
    
    
    68.5
    %Research and development
    
    
    735
    
    
    
    5.4
    %
    
    
    755
    
    
    
    7.8
    %
    
    
    (2.6
    )%
    
    
    1,591
    
    
    
    6.4
    %
    
    
    1,632
    
    
    
    8.8
    %
    
    
    (2.5
    )%Amortization and
write-down of
intangibles
    
    
    724
    
    
    
    5.3
    %
    
    
    280
    
    
    
    2.9
    %
    
    
    158.6
    %
    
    
    1,079
    
    
    
    4.4
    %
    
    
    598
    
    
    
    3.2
    %
    
    
    80.4
    %Total operating expenses
    
    $
    14,060
    
    
    
    102.4
    %
    
    $
    11,655
    
    
    
    120.8
    %
    
    
    20.6
    %
    
    $
    27,982
    
    
    
    112.9
    %
    
    $
    23,388
    
    
    
    126.5
    %
    
    
    19.6
    %
 Search serving
  21




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##### Table of Contents



Sales and marketing
   General and administrative
  Research and development
  Amortization of intangibles
  Interest and other income (expense), net
  Change in Fair Value of Warrant Liability
  Provision for income taxes
  22




---



##### Table of Contents



Liquidity and Capital Resources
  June 30,
    
    
    December 31,2009
    
    
    2008Cash and cash equivalents
    
    $
    6,726
    
    
    $
    12,142Working capital
    
    $
    4,972
    
    
    $
    10,837
  Six Months Ended June 30,2009
    
    2008Net cash provided by (used in) operating activities
    
    $
    (202
    )
    
    $
    (2,678
    )Net cash (used in) provided by investing activities
    
    $
    (4,918
    )
    
    $
    1,904Net cash used in financing activities
    
    $
    (296
    )
    
    $
    253
      Six Months Ended June 30,2009(Restated)
    
    
    2008
    
    
    ChangeNet loss
    
    $
    (4,422
    )
    
    $
    (4,683
    )
    
    $
    261Non-cash(1)
    
    
    3,834
    
    
    
    2,269
    
    
    
    1,565Subtotal
    
    
    (588
    )
    
    
    (2,414
    )
    
    
    1,826Deferred revenue
    
    
    153
    
    
    
    (89
    )
    
    
    242AR, AP and Other
    
    
    233
    
    
    
    (175
    )
    
    
    408Net cash provided by (used in) operations
    
    $
    (202
    )
    
    $
    (2,678
    )
    
    $
    2,476
 
 (1)
    
    Includes depreciation, amortization, change in fair value of warrant liability, non-cash
expense related to stock option issuances and provision for doubtful accounts.   23




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##### Table of Contents



Credit facility
     Stock repurchase program
  Recent Accounting Pronouncements
  Off-Balance Sheet Arrangements
  24




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4T. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
         Managements Report on Internal Control over Financial Reporting
  Internal
Control-Integrated Framework
 Changes in Internal Control over Financial Reporting
  25




---



##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  One of our significant advertising partners filed voluntary petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  ApproximateTotal Number of
    
    
    Dollar Value ofShares Purchased
    
    
    Shares that MayPart of a
    
    
    Yet be PurchasedTotal Number
    
    
    Average
    
    
    Publicly
    
    
    Under theof Shares
    
    
    Price Paid
    
    
    Announced
    
    
    ProgramsPurchased (1)
    
    
    per Share
    
    
    Program
    
    
    (in 000s) (1)January 1  January 31, 2009
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    2,000February 1  February 28, 2009
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    2,000March 1  March 31, 2009
    
    
    99,065
    
    
    $
    2.40
    
    
    
    99,065
    
    
    $
    1,763April 1  April 30, 2009
    
    
    17,874
    
    
    $
    2.82
    
    
    
    17,874
    
    
    $
    1,713May 1  May 31, 2009
    
    
    14,300
    
    
    $
    3.43
    
    
    
    14,300
    
    
    $
    1,663June 1  June 30, 2009
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    1,663Total
    
    
    131,239
    
    
    $
    2.56
    
    
    
    131,239
 
 (1)
    
    The shares repurchased in the six months ended June 30, 2009 were under our stock repurchase
program that was announced in October 2008 with an authorized level of $2.0 million. The
shares repurchased were retired. This program will expire in April 2010. 
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  26




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##### Table of Contents



Item 6. Exhibits
 ExhibitNumber
    
    Description10.1(1)
    
    Asset Purchase and Fulfillment Agreement, dated
as of February 18, 2009, by and between LaRoss
Partners, Inc. and the Registrant10.2(2)#
    
    Separation and General Release Agreement, dated
as of February 23, 2009, by and between Douglas
S. Norman and the Registrant10.3(2)#
    
    Employment Agreement, dated as of February 23,
2009, by and between Brenda Agius and the
Registrant10.4(3)
    
    Second Amendment to Amended and Restated PFP
Advertiser Distribution Agreement, dated as of
February 27, 2009, by and between Idearc Media
Corp. and the Registrant10.5(4)
    
    Asset Purchase Agreement, dated as of March 9,
2009, by and between LiveDeal, Inc., Telco
Billing, Inc., a wholly owned subsidiary of
LiveDeal, Inc and the Registrant10.6(5)
    
    Amendment No. 4 to Yahoo! Publisher Network
Agreement dated April 16, 2009 by and among the
Registrant and Yahoo! Inc.10.7(6)
    
    Amendment No. 5 to Yahoo! Publisher Network
Agreement dated June 12, 2009 by and among the
Registrant and Yahoo! Inc.10.8(7)
    
    Loan and Security Agreement dated June 26, 2009,
by and among Registrant, Square 1 Bank, and
Local.com PG Acquisition Corporation.31.1*
    
    Certification of Principal Executive Officer
Required by Rule 13a-14(a) of the Securities
Exchange Act of 1934, as amended, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 200231.2*
    
    Certification of Principal Financial Officer
Required by Rule 13a-14(a) of the Securities
Exchange Act of 1934, as amended, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 200232.1*
    
    Certification of Chief Executive Officer and
Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith.#
    
    Indicates management contract or compensatory plan.(1)
    
    Incorporated by reference from the Registrants Current Report on Form
8-K, filed with the Securities and Exchange Commission on February 23,
2009. Confidential portions omitted and filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.(2)
    
    Incorporated by reference from the Registrants Current Report on Form
8-K, filed with the Securities and Exchange Commission on February 27,
2009.(3)
    
    Incorporated by reference from the Registrants Current Report on Form
8-K, filed with the Securities and Exchange Commission on March 5,
2009. Confidential portions omitted and filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.(4)
    
    Incorporated by reference from the Registrants Current Report on Form
8-K, filed with the Securities and Exchange Commission on March 12,
2009.(5)
    
    Incorporated by reference from the Registrants Current Report on Form
8-K, filed with the Securities and Exchange Commission on April 22,
2009. Confidential portions omitted and filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.(6)
    
    Incorporated by reference from the Registrants Current Report on Form
8-K, filed with the Securities and Exchange Commission on June 17,
2009. Confidential portions omitted and filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.(7)
    
    Incorporated by reference from the Registrants Current Report on Form
8-K, filed with the Securities and Exchange Commission on July 2,
2009. Confidential portions omitted and filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended. 27




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##### Table of Contents



SIGNATURES
  LOCAL.COM CORPORATIONFebruary 1, 2010
    /s/ Heath B. ClarkeDate
    Heath B. ClarkeChief Executive Officer
(principal executive officer) and ChairmanFebruary 1, 2010
    /s/ Brenda AgiusDate
    Brenda AgiusChief Financial Officer
(principal financial and accounting officer) and Secretary 28




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Description10.1(1)
    
    Asset Purchase and Fulfillment Agreement, dated
as of February 18, 2009, by and between LaRoss
Partners, Inc. and the Registrant10.2(2)#
    
    Separation and General Release Agreement, dated
as of February 23, 2009, by and between Douglas
S. Norman and the Registrant10.3(2)#
    
    Employment Agreement, dated as of February 23,
2009, by and between Brenda Agius and the
Registrant10.4(3)
    
    Second Amendment to Amended and Restated PFP
Advertiser Distribution Agreement, dated as of
February 27, 2009, by and between Idearc Media
Corp. and the Registrant10.5(4)
    
    Asset Purchase Agreement, dated as of March 9,
2009, by and between LiveDeal, Inc., Telco
Billing, Inc., a wholly owned subsidiary of
LiveDeal, Inc and the Registrant10.6(5)
    
    Amendment No. 4 to Yahoo! Publisher Network
Agreement dated April 16, 2009 by and among the
Registrant and Yahoo! Inc.10.7(6)
    
    Amendment No. 5 to Yahoo! Publisher Network
Agreement dated June 12, 2009 by and among the
Registrant and Yahoo! Inc.10.8(7)
    
    Loan and Security Agreement dated June 26, 2009,
by and among Registrant, Square 1 Bank, and
Local.com PG Acquisition Corporation.31.1*
    
    Certification of Principal Executive Officer
Required by Rule 13a-14(a) of the Securities
Exchange Act of 1934, as amended, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 200231.2*
    
    Certification of Principal Financial Officer
Required by Rule 13a-14(a) of the Securities
Exchange Act of 1934, as amended, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 200232.1*
    
    Certification of Chief Executive Officer and
Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith.#
    
    Indicates management contract or compensatory plan.(1)
    
    Incorporated by reference from the Registrants Current Report on Form
8-K, filed with the Securities and Exchange Commission on February 23,
2009. Confidential portions omitted and filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.(2)
    
    Incorporated by reference from the Registrants Current Report on Form
8-K, filed with the Securities and Exchange Commission on February 27,
2009.(3)
    
    Incorporated by reference from the Registrants Current Report on Form
8-K, filed with the Securities and Exchange Commission on March 5,
2009. Confidential portions omitted and filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.(4)
    
    Incorporated by reference from the Registrants Current Report on Form
8-K, filed with the Securities and Exchange Commission on March 12,
2009.(5)
    
    Incorporated by reference from the Registrants Current Report on Form
8-K, filed with the Securities and Exchange Commission on April 22,
2009. Confidential portions omitted and filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.(6)
    
    Incorporated by reference from the Registrants Current Report on Form
8-K, filed with the Securities and Exchange Commission on June 17,
2009. Confidential portions omitted and filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.(7)
    
    Incorporated by reference from the Registrants Current Report on Form
8-K, filed with the Securities and Exchange Commission on July 2,
2009. Confidential portions omitted and filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended. 29