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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2011

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period
from            to

Commission file number 001-34749





REACHLOCAL,
INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 20-0498783                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                                           |  |           
|---------------------------------------------------------- |  | ----------
|21700 Oxnard Street, Suite 1600
Woodland Hills, California |  | 91367     
|(Address of principal executive offices)                   |  | (Zip Code)

Registrants telephone number, including area code: (818) 274-0260





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  x    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.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  | x  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

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

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



|                                 |  |                                             
|-------------------------------- |  | --------------------------------------------
|Title of Class                   |  | Number of Shares Outstanding on May
12, 2010
|Common Stock, $0.00001 par value |  | 29,077,954                                  









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INDEX



|         |  |                       |  |                                                                                                    |  |      |    | 
|-------- |  | --------------------- |  | -------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|         |  |                       |  |                                                                                                    |  | Page |   
|Part I   |  | Financial Information |  |                                                                                                    |  |     
|         |  | Item 1.               |  | Condensed Consolidated Financial Statements (unaudited)                                            |  |      |    | 
|         |  |                       |  | Condensed Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010                   |  |      | 3  | 
|         |  |                       |  | Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2011 and 2010 |  |      | 4  | 
|         |  |                       |  | Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010 |  |      | 5  | 
|         |  |                       |  | Notes to the Condensed Consolidated Financial Statements                                           |  |      | 6  | 
|         |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations              |  |      | 15 | 
|         |  | Item 3.               |  | Quantitative and Qualitative Disclosures About Market Risk                                         |  |      | 27 | 
|         |  | Item 4.               |  | Controls and Procedures                                                                            |  |      | 27 | 
|         |  |                      
|Part II. |  | Other Information     |  |                                                                                                    |  |     
|         |  | Item 1.               |  | Legal Proceedings                                                                                  |  |      | 29 | 
|         |  | Item 1A.              |  | Risk Factors                                                                                       |  |      | 29 | 
|         |  | Item 6.               |  | Exhibits                                                                                           |  |      | 29 | 
|         |  |                       |  | Signatures                                                                                         |  |      | 30 | 



2



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##### Table of Contents

PART I

FINANCIAL INFORMATION



|Item 1. | FINANCIAL STATEMENTS
|------- | --------------------

REACHLOCAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(Unaudited)



|                                                                                                                                                                  |  |           |         |   |              |   |         |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------- | ------- | - | ------------ | - | ------- | -
|                                                                                                                                                                  |  | March 31, |         |   | December 31, |  
|                                                                                                                                                                  |  | 2011      |         |   | 2010         |  
|Assets                                                                                                                                                            |  |           |         |   |              |   |         |  
|Current assets:                                                                                                                                                   |  |           |         |   |              |   |         |  
|Cash and cash equivalents                                                                                                                                         |  | $         | 76,409  |   |              | $ | 79,906  |  
|Short-term investments                                                                                                                                            |  |           | 8,212   |   |              |   | 8,208   |  
|Accounts receivable, net of allowance for doubtful accounts of $463 and $373 at March 31, 2011 and
December 31, 2010, respectively                                |  |           | 3,533   |   |              |   | 3,295   |  
|Prepaid expenses and other current assets                                                                                                                         |  |           | 2,289   |   |              |   | 2,376   |  
|                                                                                                                                                                  |  |           |         |   |              |   |         |  
|Total current assets                                                                                                                                              |  |           | 90,443  |   |              |   | 93,785  |  
|                                                                                                                                                                  |  |          
|Property and equipment, net                                                                                                                                       |  |           | 7,566   |   |              |   | 6,710   |  
|Capitalized software development costs, net                                                                                                                       |  |           | 12,039  |   |              |   | 10,803  |  
|Restricted certificates of deposit                                                                                                                                |  |           | 867     |   |              |   | 801     |  
|Intangible assets, net                                                                                                                                            |  |           | 4,520   |   |              |   | 2,963   |  
|Other assets                                                                                                                                                      |  |           | 1,326   |   |              |   | 1,400   |  
|Goodwill                                                                                                                                                          |  |           | 41,766  |   |              |   | 34,118  |  
|                                                                                                                                                                  |  |           |         |   |              |   |         |  
|Total assets                                                                                                                                                      |  | $         | 158,527 |   |              | $ | 150,580 |  
|                                                                                                                                                                  |  |           |         |   |              |   |         |  
|                                                                                                                                                                  |  |          
|Liabilities and Stockholders Equity                                                                                                                              |  |           |         |   |              |   |         |  
|Current Liabilities:                                                                                                                                              |  |           |         |   |              |   |         |  
|Accounts payable                                                                                                                                                  |  | $         | 28,443  |   |              | $ | 27,471  |  
|Accrued expenses                                                                                                                                                  |  |           | 13,887  |   |              |   | 14,234  |  
|Deferred payment obligations                                                                                                                                      |  |           | 2,379   |   |              |   | 530     |  
|Deferred revenue and other current liabilities                                                                                                                    |  |           | 27,347  |   |              |   | 24,656  |  
|                                                                                                                                                                  |  |           |         |   |              |   |         |  
|Total current liabilities                                                                                                                                         |  |           | 72,056  |   |              |   | 66,891  |  
|Deferred rent and other liabilities                                                                                                                               |  |           | 1,658   |   |              |   | 1,673   |  
|                                                                                                                                                                  |  |           |         |   |              |   |         |  
|Total liabilities                                                                                                                                                 |  |           | 73,714  |   |              |   | 68,564  |  
|                                                                                                                                                                  |  |           |         |   |              |   |         |  
|                                                                                                                                                                  |  |          
|Commitments and contingencies (Note 7)                                                                                                                            |  |           |         |   |              |   |         |  
|                                                                                                                                                                  |  |          
|Stockholders Equity:                                                                                                                                             |  |           |         |   |              |   |         |  
|Common stock, $0.00001 par value140,000 shares authorized; 28,828 and 28,165 shares issued and outstanding at
March 31, 2011 and December 31, 2010, respectively |  |           |        |   |              |   |        |  
|Receivable from stockholder                                                                                                                                       |  |           | (87     | ) |              |   | (87     | )
|Additional paid-in capital                                                                                                                                        |  |           | 104,303 |   |              |   | 98,140  |  
|Accumulated deficit                                                                                                                                               |  |           | (19,491 | ) |              |   | (16,044 | )
|Accumulated other comprehensive income                                                                                                                            |  |           | 88      |   |              |   | 7       |  
|                                                                                                                                                                  |  |           |         |   |              |   |         |  
|Total stockholders equity                                                                                                                                        |  |           | 84,813  |   |              |   | 82,016  |  
|                                                                                                                                                                  |  |           |         |   |              |   |         |  
|Total liabilities and stockholders equity                                                                                                                        |  | $         | 158,527 |   |              | $ | 150,580 |  
|                                                                                                                                                                  |  |           |         |   |              |   |         |  

See notes to condensed consolidated financial statements.



3



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REACHLOCAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)



|                                                                                                                                                                   |  |                              |        |   |      |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                                                                                                   |  | Three Months 
EndedMarch 31, |       
|                                                                                                                                                                   |  | 2011                         |        |   | 2010 |  
|Revenue                                                                                                                                                            |  | $                            | 84,058 |   |      | $ | 63,626 |  
|Cost of revenue                                                                                                                                                    |  |                              | 44,500 |   |      |   | 34,839 |  
|Operating expenses:                                                                                                                                                |  |                              |        |   |      |   |        |  
|Selling and marketing                                                                                                                                              |  |                              | 32,419 |   |      |   | 23,940 |  
|Product and technology                                                                                                                                             |  |                              | 3,539  |   |      |   | 2,344  |  
|General and administrative                                                                                                                                         |  |                              | 7,077  |   |      |   | 5,385  |  
|                                                                                                                                                                   |  |                              |        |   |      |   |        |  
|Total operating expenses                                                                                                                                           |  |                              | 43,035 |   |      |   | 31,669 |  
|                                                                                                                                                                   |  |                              |        |   |      |   |        |  
|Loss from operations                                                                                                                                               |  |                              | (3,477 | ) |      |   | (2,882 | )
|Other income (expense), net                                                                                                                                        |  |                              | 196    |   |      |   | (10    | )
|                                                                                                                                                                   |  |                              |        |   |      |   |        |  
|Loss before provision for income taxes                                                                                                                             |  |                              | (3,281 | ) |      |   | (2,892 | )
|Provision (benefit) for income taxes                                                                                                                               |  |                              | 166    |   |      |   | (638   | )
|                                                                                                                                                                   |  |                              |        |   |      |   |        |  
|Net Loss                                                                                                                                                           |  |                              | (3,447 | ) |      |   | (2,254 | )
|                                                                                                                                                                   |  |                              |        |   |      |   |        |  
|Net loss per share available to common stockholders:                                                                                                               |  |                              |        |   |      |   |        |  
|Basic                                                                                                                                                              |  | $                            | (0.12  | ) |      | $ | (0.32  | )
|                                                                                                                                                                   |  |                              |        |   |      |   |        |  
|Diluted                                                                                                                                                            |  | $                            | (0.12  | ) |      | $ | (0.32  | )
|                                                                                                                                                                   |  |                              |        |   |      |   |        |  
|Weighted average common shares used in computation of net loss per share available to common stockholders:                                                         |  |                              |        |   |      |   |        |  
|Basic                                                                                                                                                              |  |                              | 28,461 |   |      |   | 6,968  |  
|Diluted                                                                                                                                                            |  |                              | 28,461 |   |      |   | 6,968  |  
|                                                                                                                                                                   |  |                             
|The following earnings per share information is presented as if all preferred shares were converted into common stock as of the
beginning of the period presented. |  |                              |        |   |      |   |        |  
|Net loss per share, as if converted:                                                                                                                               |  |                              |        |   |      |   |        |  
|Basic                                                                                                                                                              |  | $                            | (0.12  | ) |      | $ | (0.10  | )
|                                                                                                                                                                   |  |                              |        |   |      |   |        |  
|Diluted                                                                                                                                                            |  | $                            | (0.12  | ) |      | $ | (0.10  | )
|                                                                                                                                                                   |  |                              |        |   |      |   |        |  
|Weighted average common shares used in computation of net income (loss) per share, as if converted:                                                                |  |                              |        |   |      |   |        |  
|Basic                                                                                                                                                              |  |                              | 28,461 |   |      |   | 23,680 |  
|Diluted                                                                                                                                                            |  |                              | 28,461 |   |      |   | 23,680 |  

See notes to condensed
consolidated financial statements.



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REACHLOCAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)



|                                                                                                                |  |                              |        |   |      |   |        |  
|--------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                                                |  | Three Months Ended March 31, |       
|                                                                                                                |  | 2011                         |        |   | 2010 |  
|Cash flow from operating activities:                                                                            |  |                              |        |   |      |   |        |  
|Net loss                                                                                                        |  | $                            | (3,447 | ) |      | $ | (2,254 | )
|Adjustments to reconcile net loss to net cash provided by operating activities:                                 |  |                              |        |   |      |   |        |  
|Depreciation and amortization                                                                                   |  |                              | 2,479  |   |      |   | 1,234  |  
|Stock-based compensation, net                                                                                   |  |                              | 1,778  |   |      |   | 1,085  |  
|Provision for doubtful accounts                                                                                 |  |                              | 90     |   |      |   | 35     |  
|Provision for deferred income taxes                                                                             |  |                              |       |   |      |   | (702   | )
|Accrual of interest on deferred payment obligations                                                             |  |                              |       |   |      |   | 136    |  
|Changes in operating assets and liabilities:                                                                    |  |                              |        |   |      |   |        |  
|                                                                                                                |  |                             
|Accounts receivable                                                                                             |  |                              | (287   | ) |      |   | (21    | )
|Prepaid expenses and other current assets                                                                       |  |                              | (29    | ) |      |   | 308    |  
|Other assets                                                                                                    |  |                              | 86     |   |      |   | 86     |  
|Accounts payable and accrued expenses                                                                           |  |                              | 730    |   |      |   | 388    |  
|Deferred revenue and other liabilities                                                                          |  |                              | 2,629  |   |      |   | 2,234  |  
|                                                                                                                |  |                              |        |   |      |   |        |  
|Net cash provided by operating activities                                                                       |  |                              | 4,029  |   |      |   | 2,529  |  
|                                                                                                                |  |                              |        |   |      |   |        |  
|Cash flow from investing activities:                                                                            |  |                              |        |   |      |   |        |  
|Additions to property, equipment and software                                                                   |  |                              | (3,933 | ) |      |   | (1,682 | )
|Purchase of DealOn, net of acquired cash                                                                        |  |                              | (5,793 | ) |      |   |       |  
|Purchase of SMB:LIVE, net of acquired cash                                                                      |  |                              |       |   |      |   | (2,753 | )
|Purchase of restricted certificates of deposit                                                                  |  |                              | (57    | ) |      |   |       |  
|Purchase of short-term investments                                                                              |  |                              | (4     | ) |      |   | (15    | )
|                                                                                                                |  |                              |        |   |      |   |        |  
|Net cash used in investing activities                                                                           |  |                              | (9,787 | ) |      |   | (4,450 | )
|                                                                                                                |  |                              |        |   |      |   |        |  
|Cash flow from financing activities:                                                                            |  |                              |        |   |      |   |        |  
|Proceeds from exercise of stock options                                                                         |  |                              | 1,946  |   |      |   | 147    |  
|Deferred offering costs                                                                                         |  |                              |       |   |      |   | (899   | )
|                                                                                                                |  |                              |        |   |      |   |        |  
|Net cash provided by (used in) financing activities                                                             |  |                              | 1,946  |   |      |   | (752   | )
|                                                                                                                |  |                              |        |   |      |   |        |  
|Effect of exchange rate changes on cash                                                                         |  |                              | 315    |   |      |   | 80     |  
|                                                                                                                |  |                              |        |   |      |   |        |  
|Net change in cash and cash equivalents                                                                         |  |                              | (3,497 | ) |      |   | (2,593 | )
|Cash and cash equivalentsbeginning of period                                                                   |  |                              | 79,906 |   |      |   | 35,379 |  
|                                                                                                                |  |                              |        |   |      |   |        |  
|Cash and cash equivalentsend of period                                                                         |  | $                            | 76,409 |   |      | $ | 32,786 |  
|                                                                                                                |  |                              |        |   |      |   |        |  
|Supplemental disclosure of other cash flow information:                                                         |  |                              |        |   |      |   |        |  
|Cash paid for (refund of) income taxes                                                                          |  | $                            | 6      |   |      | $ | (38    | )
|                                                                                                                |  |                              |        |   |      |   |        |  
|Supplemental disclosure of non-cash investing and financing activities:                                         |  |                              |        |   |      |   |        |  
|Capitalized software development costs resulting from stock-based compensation and deferred payment obligations |  | $                            | 650    |   |      | $ | 199    |  
|                                                                                                                |  |                              |        |   |      |   |        |  
|Accrued offering costs                                                                                          |  | $                            |       |   |      | $ | 2,604  |  
|                                                                                                                |  |                              |        |   |      |   |        |  
|Accrued purchases of fixed assets                                                                               |  | $                            | 353    |   |      | $ | 95     |  
|                                                                                                                |  |                              |        |   |      |   |        |  
|Deferred payment obligations                                                                                    |  | $                            | 1,849  |   |      | $ | 137    |  
|                                                                                                                |  |                              |        |   |      |   |        |  

See notes to condensed consolidated financial statements.



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REACHLOCAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011 and December 31, 2010

1. Organization and Description of
Business

ReachLocal, Inc. (the Company) was incorporated in the state of Delaware in
August 2003. The Companys operations are located in the United States, Canada, Australia, the United Kingdom, India and Germany. The Companys mission is to help small- and medium-sized businesses (SMBs) acquire, maintain and retain
customers via the Internet. The Company offers a comprehensive suite of online marketing solutions, including search engine marketing (ReachSearch), Web presence (ReachCast), display advertising (ReachDisplay) and remarketing,
online marketing analytics (TotalTrack®), and an out-of-the-box assisted chat service (TotalLiveChat),
each targeted to the SMB market. The Company delivers these solutions to SMBs through a combination of its proprietary RL Platform and its direct, internally-trained, feet-on-the-street sales force of Internet Marketing Consultants, or
IMCs, which the Company refers to as its Direct Local Channel. In addition, the Company sells to national brands with operations in multiple local markets and select third-party agencies and resellers through its National Brands, Agencies, and
Resellers channel. On February 8, 2011, the Company acquired DealOn, LLC (DealOn), a deal commerce company that operates in the United States.

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 (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 condensed 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, 2010. The condensed consolidated balance sheet as of December 31, 2010,
included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures including notes required by GAAP.

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 March 31, 2011, the Companys results of operations for the three months ended March 31, 2011 and 2010, and its
cash flows for the three months ended March 31, 2011 and 2010. The results for the three months ended March 31, 2011 are not necessarily indicative of the results to be expected for the year ending December 31, 2011. All references to
the three months ended March 31, 2011 and 2010 in the notes to the condensed consolidated financial statements are unaudited.

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 income and expenses during the reporting period. These estimates are based on information available as of the date of the financial statements. Therefore, actual results could differ from those estimates.

Software Development Costs

The Company capitalizes costs to develop software when management has determined that the development efforts will result in new or additional functionality or new products. Costs capitalized as internal
use software are amortized on a straight-line basis over the estimated three year useful life. Costs incurred prior to meeting these criteria and costs associated with ongoing maintenance are expensed as incurred and are recorded along with
amortization of capitalized software development costs as product and technology expenses within the accompanying consolidated statements of operations.



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Goodwill

At March 31, 2011 and December 31, 2010, the Company had $41,766,000 and $34,118,000 of goodwill, respectively, attributable to
business acquisitions completed from 2009 through 2011.

Management evaluates goodwill for impairment using a two-step process
that is performed at least annually, or whenever events or circumstances indicate that goodwill may be impaired. The first step is a comparison of the estimated fair value of an internal reporting unit with its carrying amount, including goodwill.
If the estimated fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not considered impaired and the second step is unnecessary. If the carrying value of the reporting unit exceeds its estimated fair value,
the second step is performed to measure the amount of impairment by comparing the carrying amount of the goodwill to a determination of the implied value of the goodwill. If the carrying amount of goodwill is greater than the implied value, an
impairment is recognized for the difference. Management performs an annual impairment test of goodwill as of the first day of each fiscal fourth quarter.

Revenue Recognition

The Company recognizes revenue for its services
when all of the following criteria are satisfied:



| |  |  | persuasive evidence of an arrangement exists;
| | - |  | ---------------------------------------------



| |  |  | services have been performed;
| | - |  | -----------------------------



| |  |  | the selling price is fixed or determinable; and
| | - |  | -----------------------------------------------



| |  |  | collectability is reasonably assured.
| | - |  | -------------------------------------

The Company recognizes revenue as the cost for the third-party media is incurred, which is upon delivery of the advertising on behalf of its clients. The Company recognizes revenue for its ReachSearch
product as clicks are recorded on sponsored links on the various search engines and for its ReachDisplay product when the display advertisements record impressions or as otherwise provided in its agreement with the applicable publisher. The Company
recognizes revenue for its ReachCast product on a straight line basis over the applicable service period for each campaign. The Company recognizes revenue when it charges set-up, management service or other fees on a straight line basis over the
term of the related campaign contract or the completion of any obligation for services, if shorter. When the Company receives advance payments from clients, management records these amounts as deferred revenue until the revenue is recognized. When
the Company extends credit, management records a receivable when the revenue is recognized.

When the Company sells through
agencies, it either receives payment in advance of services or in some cases extends credit. The Company pays each agency an agreed-upon commission based on the revenue it earns or cash it receives. Some agency clients who have been extended credit
may offset the amount otherwise due to the Company by any commissions they have earned. Management evaluates whether it is appropriate to record the gross amount of campaign revenue or the net amount earned after commissions. As the Company is the
primary party obligated in the arrangement, subject to the credit risk, with discretion over both price and media, management recognizes the gross amount of such sales as revenue and any commissions are recognized as a selling and marketing expense.

The Company also has a small number of resellers. Resellers integrate the Companys services, including ReachSearch,
ReachDisplay, ReachCast, remarketing and TotalTrack, into their product offerings. In each case, the resellers integrate with the Companys RL Platform through a custom Application Programming Interface (API). Resellers are responsible for the
price and specifications of the integrated product offered to their clients. Resellers pay the Company in arrears, net of commissions and other adjustments. Management recognizes revenue generated under reseller agreements net of the agreed-upon
commissions and other adjustments earned or retained by the reseller, as management believes that the reseller has retained sufficient control and bears sufficient risks to be considered the primary obligor in those arrangements.

The Company offers future incentives to clients in exchange for minimum annual commitments. In these circumstances, management estimates
the amount of the future incentives that will be earned by clients and defers a portion of the otherwise recognizable revenue. Estimates are based upon a statistical analysis of previous campaigns for which such incentives were offered. Should a
client not meet its minimum annual commitment and no longer qualify for the incentive, management recognizes the revenue previously deferred related to the estimated incentive.

During the first quarter of 2011, the Company began selling discounted deals to consumers on behalf of its SMB clients through the
Companys DealOn platform. The Company earns a commission for acting as an agent in these transactions, which are recorded on a net basis and are included in revenue upon completion of the sale of the deal to the consumer. The liability for
redemption and potential income for breakage remain with the SMB client; therefore, the Company does not record redemption or breakage of the deals. The Company applies a sales allowance for potential consumer refunds.



7



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##### Table of Contents

Stock-Based Compensation

The Company accounts for stock-based compensation based on fair value. The Company follows the attribution method, which reduces current
stock-based compensation expenses recorded by the effect of anticipated forfeitures. Management estimates forfeitures based upon its historical experience, which has resulted in a small expected forfeiture rate.

The fair value of each award is estimated on the date of the grant and amortized over the requisite service period, which is the vesting
period. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based awards on the date of grant. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including
estimating the value per share of common stock, volatility, expected term and risk-free interest rate. The assumptions used in calculating the fair value of stock-based awards represent managements estimate based on judgment and subjective
future expectations. These estimates involve inherent uncertainties. If any of the assumptions used in the Black-Scholes model significantly changes, stock-based compensation for future awards may differ materially from the awards granted
previously.

Net Loss Per Share

Basic net loss per share available to common stockholders is computed by dividing the net loss available to common stockholders for the period by the weighted average number of common shares outstanding
during the period. Diluted net loss per share available to common stockholders is computed by dividing the net 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 and convertible preferred stock under
the if-converted method, where such conversions are dilutive.

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



|                                                  |  |                             |       |  |      |  |        | 
|------------------------------------------------- |  | --------------------------- | ----- |  | ---- |  | ------ | 
|                                                  |  | Three Months EndedMarch 31, |      
|                                                  |  | 2011                        |       |  | 2010 | 
|Convertible preferred stock                       |  |                             |      |  |      |  | 16,712 | 
|Restricted stock subject to repurchase            |  |                             | 146   |  |      |  | 98     | 
|SMB:LIVE acquisitiondeferred stock consideration |  |                             | 312   |  |      |  | 149    | 
|Stock options and warrant                         |  |                             | 3,806 |  |      |  | 612    | 
|                                                  |  |                             |       |  |      |  |        | 
|                                                  |  |                             | 4,264 |  |      |  | 17,571 | 
|                                                  |  |                             |       |  |      |  |        | 

Unaudited Pro Forma Net Loss Per Share

Pro forma basic and diluted net loss per share has been computed to give effect to the conversion of the Companys preferred stock
(using the if converted method) into common stock as though the conversion had occurred at the beginning of the period (in thousands, except per share data). There were no shares of preferred stock authorized or outstanding as of
March 31, 2011.



|                                                                                                    |  |                                  |        |  
|--------------------------------------------------------------------------------------------------- |  | -------------------------------- | ------ | -
|                                                                                                    |  | Three Months EndedMarch 31, 2010 |       
|Net loss                                                                                            |  | $                                | (2,254 | )
|                                                                                                    |  |                                  |        |  
|Basic shares:                                                                                       |  |                                  |        |  
|Weighted average number of common shares outstanding                                                |  |                                  | 6,968  |  
|Add conversion of preferred stock                                                                   |  |                                  | 16,712 |  
|                                                                                                    |  |                                  |        |  
|                                                                                                    |  |                                  | 23,680 |  
|                                                                                                    |  |                                  |        |  
|Diluted shares:                                                                                     |  |                                  |        |  
|Weighted average number of common shares outstanding                                                |  |                                  | 6,968  |  
|Add conversion of preferred stock                                                                   |  |                                  | 16,712 |  
|                                                                                                    |  |                                  |        |  
|Weighted average shares used to compute diluted net loss per share available to common shareholders |  |                                  | 23,680 |  
|                                                                                                    |  |                                  |        |  
|Net loss per share:                                                                                 |  |                                  |        |  
|Basic                                                                                               |  | $                                | (0.10  | )
|                                                                                                    |  |                                  |        |  
|Diluted                                                                                             |  | $                                | (0.10  | )
|                                                                                                    |  |                                  |        |  



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##### Table of Contents

Recently Issued Accounting Standards

ASC Topic 350-10-65-2, Intangibles- Goodwill and Other  When to Perform Step 2 of the Goodwill Impairment Test for Reporting
Units with Zero or Negative Carrying Amounts,specifies that an entity must assess whether it is more likely than not that a goodwill impairment exists for each reporting unit with a zero or negative carrying amount. If it is more likely than
not that a goodwill impairment exists, the second step of the goodwill impairment test shall be performed to measure the amount of impairment loss. This pronouncement is effective for the Company as of January 1, 2011. The adoption of this
accounting update did not have a material impact on the condensed consolidated financial statements.

ASC Topic 805-10-65-2,
Business Combinations - Disclosure of Supplementary Pro Forma Information for Business Combinations, specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined
entity as though the business combination(s) that occurred during the current period had occurred as of the beginning of the comparable prior reporting period only. The amendments in this update also expand the supplemental pro forma disclosures
under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amended guidance is
effective for business combinations for which the acquisition date is on or after January 1, 2011. The adoption of this accounting update did not have a material impact on the condensed consolidated financial statements.

3. Fair Value of Financial Instruments

The Company applies the fair value hierarchy for financial instruments. 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 that are carried at fair value (in thousands):
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                          |  |                            |                                                           |  |                                                           |                                             |        |                                             |                                         |   |                                         |  |  |   |   | 
|------------------------- |  | -------------------------- | --------------------------------------------------------- |  | --------------------------------------------------------- | ------------------------------------------- | ------ | ------------------------------------------- | --------------------------------------- | - | --------------------------------------- |  |  | - | - | 
|                          |  | Balance 
atMarch 31,2011   |                                                           |  | Basis of Fair Value Measurement                           |                                            
|                          |  |                            | Quoted Prices inActive
Marketsfor IdenticalItems(Level
1) |  |                                                           | Significant 
OtherObservableInputs(Level
2) |        |                                             | SignificantUnobservable
Inputs(Level 3) |  
|Cash and cash equivalents |  | $                          | 76,409                                                    |  |                                                           | $                                           | 76,409 |                                             |                                         | $ |                                        |  |  | $ |  | 
|Certificates of deposit   |  | $                          | 9,079                                                     |  |                                                           | $                                           | 9,079  |                                             |                                         | $ |                                        |  |  | $ |  | 
|                          |  |                           
|                          |  |                            |                                                           |  | Basis of Fair Value Measurement                           |                                            
|                          |  | Balance
atDecember 31,2010 |                                                           |  | Quoted Prices inActive
Marketsfor IdenticalItems(Level
1) |                                             |        | Significant 
OtherObservableInputs(Level
2) |                                         |   | SignificantUnobservable
Inputs(Level 3) | 
|Cash and cash equivalents |  | $                          | 79,906                                                    |  |                                                           | $                                           | 79,906 |                                             |                                         | $ |                                        |  |  | $ |  | 
|Certificates of deposit   |  | $                          | 9,009                                                     |  |                                                           | $                                           | 9,009  |                                             |                                         | $ |                                        |  |  | $ |  | 



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##### Table of Contents

4. Acquisitions

Intangible Assets Acquired in Prior Periods

As of March 31,
2011, intangible assets from the acquisitions of ReachLocal Australia Pty Ltd. (ReachLocal Australia) and SMB:LIVE Corporation (SMB:Live) included customer relationships of $1,110,000 (net of accumulated of amortization of
$1,190,000) and developed technology of $1,469,000 (net of accumulated amortization of $831,000). Intangible assets are amortized on a straight-line basis over the estimated useful life of three years. Based on the current amount of intangibles
subject to amortization, the estimated amortization expense for the succeeding three years is as follows (in thousands):



|                        |  |   |       | 
|----------------------- |  | - | ----- | 
|Year Ended December 31, |  |   |      
|2011 (9 months)         |  | $ | 1,150 | 
|2012                    |  |   | 1,302 | 
|2013                    |  |   | 127   | 
|                        |  |   |       | 
|Total                   |  | $ | 2,579 | 
|                        |  |   |       | 

For the three months ended March 31, 2011 and 2010, amortization expense related to the ReachLocal
Australia and SMB:LIVE intangibles was $384,000 and $256,000, respectively.

Acquisition of DealOn

On February 8, 2011, the Company entered into an agreement to acquire all of the outstanding member interests of DealOn for
consideration of up to approximately $9,566,000 in cash and stock. DealOn is a deal commerce company that operates in the United States and provides the Company with a turnkey platform to strategically enter the local deals space.

On the closing date, the Company paid $5,793,000 in cash and issued 82,878 shares of its common stock, valued at $1,895,000 based on fair
value of the Companys stock on the acquisition date. The balance of the purchase price of $1,955,000 (the DealOn Deferred Consideration), is payable in cash of $1,468,000 and in 21,297 shares of the Companys common stock, and
is subject to adjustment under the terms of the acquisition agreement. The following table summarizes the DealOn Deferred Consideration milestone payments, subject to adjustment under the acquisition agreement (in thousands):



|                             |  |                           |       |  |                            |   |     |       |  |   |       | 
|---------------------------- |  | ------------------------- | ----- |  | -------------------------- | - | --- | ----- |  | - | ----- | 
|                             |  | DeferredCashConsideration |       |  | DeferredStockConsideration |   |     | Total | 
|February 2012                |  | $                         | 734   |  |                            | $ | 243 |       |  | $ | 977   | 
|August 2012                  |  |                           | 367   |  |                            |   | 122 |       |  |   | 489   | 
|February 2013                |  |                           | 367   |  |                            |   | 122 |       |  |   | 489   | 
|                             |  |                           |       |  |                            |   |     |       |  |   |       | 
|Total Deferred Consideration |  | $                         | 1,468 |  |                            | $ | 487 |       |  | $ | 1,955 | 
|                             |  |                           |       |  |                            |   |     |       |  |   |       | 

For purposes of determining the Companys acquisition consideration, management discounted the DealOn
Deferred Consideration to its present value, or $1,878,000. The Company recorded acquired assets and liabilities at their respective fair values. The following table summarizes the fair value of assets and liabilities acquired (in thousands):



|                                                    |  |   |       | 
|--------------------------------------------------- |  | - | ----- | 
|Assets acquired:                                    |  |   |       | 
|Accounts receivable                                 |  | $ | 41    | 
|Property and equipment                              |  |   | 3     | 
|Other current assets                                |  |   | 15    | 
|Intangible assets                                   |  |   | 2,080 | 
|Goodwill                                            |  |   | 7,648 | 
|                                                    |  |   |       | 
|Total assets acquired                               |  |   | 9,787 | 
|Liabilities assumed:                                |  |   |       | 
|Accounts payable and accrued expenses               |  |   | 221   | 
|                                                    |  |   |       | 
|Total fair value of assets and liabilities acquired |  | $ | 9,566 | 
|                                                    |  |   |       | 



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##### Table of Contents

The intangible assets acquired consist of DealOns relationships, technology and
trademarks, which are being amortized over one to three years, their respective estimated useful lives using the straight line method. At March 31, 2011, the remaining amortization of intangibles is as follows (in thousands):



|                        |  |   |       | 
|----------------------- |  | - | ----- | 
|Year Ended December 31, |  |   |      
|2011 (9 months)         |  |   | 731   | 
|2012                    |  |   | 598   | 
|2013                    |  |   | 553   | 
|2014                    |  |   | 59    | 
|                        |  |   |       | 
|Total                   |  | $ | 1,941 | 
|                        |  |   |       | 

For the three months ended March 31, 2011, amortization expense related to the acquired intangibles was
$139,000.

In connection with the acquisition, the Company incurred approximately $414,000 in costs that are reflected in
general and administrative expense in the accompanying condensed consolidated financial statements for the three months ended March 31, 2011. The results of DealOns operations for the period post-acquisition were not significant for the
period ended March 31, 2011.

5. Software Development Costs

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





|                                            |  |                |        |   |                   |   |        |  
|------------------------------------------- |  | -------------- | ------ | - | ----------------- | - | ------ | -
|                                            |  | March 
31,2011 |        |   | December 
31,2010 |  
|Capitalized software development costs      |  | $              | 19,585 |   |                   | $ | 17,125 |  
|Accumulated amortization                    |  |                | (7,546 | ) |                   |   | (6,322 | )
|                                            |  |                |        |   |                   |   |        |  
|Capitalized software development costs, net |  | $              | 12,039 |   |                   | $ | 10,803 |  
|                                            |  |                |        |   |                   |   |        |  

The Company recorded amortization expense of $1,224,000 and $476,000 for the three months ended
March 31, 2011 and 2010, respectively. As of March 31, 2011, $1,027,000 of capitalized software development costs are related to projects still in process.

6. Commitments and Contingencies

Deferred Payment Obligations

On February 22, 2011, the Company made a deferred payment required under the SMB:LIVE acquisition agreement in
the amount of $165,000 and issued 90,062 shares of its common stock. The payment reflected an adjustment for working capital as contemplated by the SMB:LIVE acquisition agreement. The remaining deferred payment obligations under the SMB:LIVE
acquisition agreement are based on achieving certain milestones tied to employee retention objectives and include $827,000 of deferred cash consideration and 274,630 shares of the Companys common stock.

As part of the acquisition of DealOn, the Company will pay up to approximately $1,468,000 in cash and 21,297 shares of its common stock,
subject to adjustment under the terms of the acquisition agreement (see Note 4).

Litigation

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 pending that is likely to have a material adverse effect on its results of operations and financial condition.

On March 1, 2010, a class action lawsuit was filed by two of the Companys former employees in California Superior Court in Los Angeles, California. The complaint alleged wage and hour
violations in a Fair Labor Standards Act collective action and a California class action. On November 17, 2010, the Company executed a memorandum of understanding to settle the class action for $800,000, which includes legal costs resulting in
a charge of $832,000. On or about February 2, 2011, a second class action lawsuit was filed by former employees alleging substantially similar wage and hour violations. Accordingly, this lawsuit will be consolidated with the prior class action
and it is not expected to disrupt the prior settlement or result in material additional costs.



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##### Table of Contents

DealOn, a company we acquired in February 2011, has been sued in two patent infringement
matters and has also received a letter claiming that its technology infringes other third-party patents. Each of the cases is at an early stage and the Company has not yet determined the amount of liability, if any, that may result from the
lawsuits. At this time, however, the Company does not believe that these litigations will have a material adverse effect on the company.

7. Stock-Based Compensation

Stock-based compensation cost is measured at the grant date, based on the fair value of the award, and recognized on a straight line basis over the requisite service period, which is generally the vesting
period.

The following table summarizes vested and unvested options activity (number of shares in thousands):



|                                 |  |             |       |   |                              |   |       |                  |  |  |                              |   |  |        |       |  |                              |  |       |   |  |   |       | 
|-------------------------------- |  | ----------- | ----- | - | ---------------------------- | - | ----- | ---------------- |  |  | ---------------------------- | - |  | ------ | ----- |  | ---------------------------- |  | ----- | - |  | - | ----- | 
|                                 |  | All Options |       |   | Vested Options               |   |       | Unvested Options | 
|                                 |  | Shares      |       |   | WeightedAverageExercisePrice |   |       | Shares           |  |  | WeightedAverageExercisePrice |   |  | Shares |       |  | WeightedAverageExercisePrice | 
|Outstanding at December 31, 2010 |  |             | 6,235 |   |                              |   | 9.88  |                  |  |  | 3,247                        |   |  |        | 7.58  |  |                              |  | 2,988 |   |  |   | 12.45 | 
|Granted                          |  |             | 965   |   |                              |   | 22.08 |                  |  |  | 2                            |   |  |        | 20.98 |  |                              |  | 963   |   |  |   | 22.08 | 
|Options vesting                  |  |             |      |   |                              |   |      |                  |  |  | 294                          |   |  |        | 11.14 |  |                              |  | (294  | ) |  |   | 11.14 | 
|Exercised                        |  |             | (486  | ) |                              |   | 3.92  |                  |  |  | (486                         | ) |  |        | 3.92  |  |                              |  |      |   |  |   |      | 
|Forfeited                        |  |             | (106  | ) |                              |   | 13.12 |                  |  |  | (25                          | ) |  |        | 12.97 |  |                              |  | (81   | ) |  |   | 13.17 | 
|                                 |  |             |       |   |                              |   |       |                  |  |  |                              |   |  |        |       |  |                              |  |       |   |  |   |       | 
|Outstanding at March 31, 2011    |  |             | 6,608 |   |                              | $ | 12.05 |                  |  |  | 3,032                        |   |  | $      | 8.45  |  |                              |  | 3,576 |   |  | $ | 15.17 | 
|                                 |  |             |       |   |                              |   |       |                  |  |  |                              |   |  |        |       |  |                              |  |       |   |  |   |       | 

The following table presents the weighted-average assumptions used to estimate the fair values of the stock
options granted during the three months ended March 31, 2011. There were no options granted during the three months ended March 31, 2010.





|                         |  |                                  |      |  
|------------------------ |  | -------------------------------- | ---- | -
|                         |  | Three Months endedMarch 31, 2011 |     
|Expected dividend yield  |  |                                  | 0    | %
|Risk-free interest rate  |  |                                  | 2.30 | %
|Expected life (in years) |  |                                  | 4.75 |  
|Expected volatility      |  |                                  | 58.5 | %

The weighted average
remaining contractual life of all options outstanding as of March 31, 2011 was 5.47 years. The remaining contractual life for options vested and exercisable at March 31, 2011 was 4.92 years. Furthermore, the aggregate intrinsic value of
all options outstanding as of March 31, 2011 was $54,559,000, and the aggregate intrinsic value of options vested and exercisable at March 31, 2011 was $35,682,000, in each case based on the fair value of the Companys common stock on
March 31, 2011. The per share weighted average grant date fair value of unvested options as of March 31, 2011 was $6.85. The per share weighted average grant date fair value of options vested during the three months ended March 31,
2011 was $3.83. The per share weighted average grant date fair value of options forfeited during the three months ended March 31, 2011 was $6.07. The total fair value of options vested during the three months ended March 31, 2011was
$1,127,000. The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2011 was $8,355,000.

Restricted Stock

The following table summarizes the activity of
restricted stock agreements (in thousands):



|                                   |  |                 |       |  |        |  |       |          |  |  |     |  
|---------------------------------- |  | --------------- | ----- |  | ------ |  | ----- | -------- |  |  | --- | -
|                                   |  | RestrictedStock |       |  | Vested |  |       | Unvested | 
|Outstanding at December 31, 2010   |  |                 | 2,662 |  |        |  | 2,535 |          |  |  | 127 |  
|Issuance of restricted stock units |  |                 | 44    |  |        |  |      |          |  |  | 44  |  
|Vested                             |  |                 |      |  |        |  | 6     |          |  |  | (6  | )
|                                   |  |                 |       |  |        |  |       |          |  |  |     |  
|Outstanding at March 31, 2011      |  |                 | 2,706 |  |        |  | 2,541 |          |  |  | 165 |  
|                                   |  |                 |       |  |        |  |       |          |  |  |     |  



12



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##### Table of Contents

Stock-based compensation expense

In conjunction with the Companys stock option plan, restricted shares and reserved shares issuable in connection with SMB:LIVE, the
Company records stock-based compensation expense net of capitalized stock-based compensation in association with software development costs. The following table summarizes stock-based compensation (in thousands):



|                                           |  |                              |       |  |      |   |       | 
|------------------------------------------ |  | ---------------------------- | ----- |  | ---- | - | ----- | 
|                                           |  | Three Months 
EndedMarch 31, |      
|                                           |  | 2011                         |       |  | 2010 |  
|Stock-based compensation                   |  | $                            | 2,328 |  |      | $ | 1,284 | 
|Less: Capitalized stock-based compensation |  |                              | 550   |  |      |   | 199   | 
|                                           |  |                              |       |  |      |   |       | 
|Stock-based compensation expense, net      |  | $                            | 1,778 |  |      | $ | 1,085 | 
|                                           |  |                              |       |  |      |   |       | 

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



|                                          |  |                              |       |  |      |   |       | 
|----------------------------------------- |  | ---------------------------- | ----- |  | ---- | - | ----- | 
|                                          |  | Three Months 
EndedMarch 31, |      
|                                          |  | 2011                         |       |  | 2010 |  
|Stock compensation, net of capitalization |  |                              |       |  |      |   |       | 
|Cost of revenue                           |  | $                            | 51    |  |      | $ | 91    | 
|Selling and marketing                     |  |                              | 378   |  |      |   | 181   | 
|Product and technology                    |  |                              | 258   |  |      |   | 264   | 
|General and administrative                |  |                              | 1,091 |  |      |   | 549   | 
|                                          |  |                              |       |  |      |   |       | 
|                                          |  | $                            | 1,778 |  |      | $ | 1,085 | 
|                                          |  |                              |       |  |      |   |       | 

As of March 31, 2011, there was $24,542,000 of unrecognized stock-based compensation related to
restricted stock, outstanding stock options, and SMB:LIVE deferred stock consideration, net of estimated forfeitures. This amount is expected to be recognized over a weighted average period of 1.6 years. Future stock-based compensation for these
awards may differ in the event actual forfeitures deviate from managements estimates.

8. Income Taxes

The Company follows ASC Topic 740-270, Income taxesInterim Reporting, for the computation and presentation of its interim
period tax provision. Accordingly, management estimates the effective annual tax rate and applies this rate to the year-to-date pre-tax book income to determine the interim provision for income taxes. For the three months ended March 31, 2011,
the income tax provision amounted to $166,000 and relates to federal, state, local and foreign income taxes. The income tax benefit for the three months ended March 31, 2010 was primarily attributable to the acquisition of SMB:LIVE, in which we
recorded a one-time discrete deferred tax benefit of $701,000.

The Company and its subsidiaries file income tax returns in
the U.S. federal jurisdiction, various states and foreign jurisdictions. All of the Companys income tax returns since inception are open to examination by federal, state, and foreign tax authorities. In August of 2010, the Internal Revenue
Service initiated an examination of the Companys U.S. consolidated 2008 income tax return that was finalized in March 2011 with no proposed adjustments.



13



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##### Table of Contents

9. Segment Information

Revenue by geographic region with respect to the Direct Local channel and national brands is based on the physical location of the sales office, and with respect to agencies and resellers, is based on the
physical location of the agency or reseller. The following summarizes revenue by geographic region (in thousands):



|                                                             |  |                             |        |  |                |   |        | 
|------------------------------------------------------------ |  | --------------------------- | ------ |  | -------------- | - | ------ | 
|                                                             |  | Three Months
EndedMarch 31, |       
|                                                             |  | 2011                        |        |  | 2010           |  
|Revenue:                                                     |  |                             |        |  |                |   |        | 
|North America                                                |  | $                           | 66,852 |  |                | $ | 53,868 | 
|International                                                |  |                             | 17,206 |  |                |   | 9,758  | 
|                                                             |  |                             |        |  |                |   |        | 
|                                                             |  | $                           | 84,058 |  |                | $ | 63,626 | 
|                                                             |  |                             |        |  |                |   |        | 
|                                                             |  |                            
|                                                             |  | March 
31,2011              |        |  | March 
31,2010 |  
|Long lived assets (excluding patents and other intangibles): |  |                             |        |  |                |   |        | 
|North America                                                |  | $                           | 7,349  |  |                | $ | 5,816  | 
|International                                                |  |                             | 2,188  |  |                |   | 970    | 
|                                                             |  |                             |        |  |                |   |        | 
|                                                             |  | $                           | 9,537  |  |                | $ | 6,786  | 
|                                                             |  |                             |        |  |                |   |        | 

10. Subsequent Events

On April 25, 2011, the Company entered into a Google Inc. AdWords Reseller Addendum with Google Inc., and on May 9, 2011, ReachLocal Netherlands B.V. and Google Ireland Limited entered into a
Google AdWords Reseller Agreement. Together, the agreements provide that the Company is an authorized reseller of Googles AdWords product in the designated territories and provide the Company with certain performance bonuses if certain
advertiser targets, including certain share of retail requirements, are met. The agreements have a three-year term, subject to broad mutual termination rights as are customary in Google reseller contracts.



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##### Table of Contents

|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 2010 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. 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 2010 Annual Report on Form 10-K. 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

Our mission is to help small- and medium-sized businesses, or SMBs, acquire, maintain and retain customers via the Internet. We offer a
comprehensive suite of online marketing and reporting solutions, including search engine marketing, Web presence, display advertising, remarketing and online marketing analytics, each targeted to the SMB market. We deliver these solutions to SMBs
through a combination of our proprietary RL Platform and our direct, feet-on-the-street sales force of Internet Marketing Consultants, or IMCs, and select third-party agencies and resellers.

We use our RL Platform to create advertising campaigns for SMBs to target potential customers in their geographic area, optimize those
campaigns in real time and track tangible results. Through a single Internet advertising budget, we enable our clients to reach local customers across all the major search engines and leading general interest and vertically focused online
publishers. In 2010, we expanded the RL Platform to include ReachCast, our full-service Web presence and social media solution. We added local deals, ReachDeals, to our suite of products available to our SMB clients in 2011. Based in or near the
cities in which our clients operate, our IMCs establish a direct consultative relationship with our clients and, empowered by the RL Platform, work with the clients to achieve their marketing objectives.

We generate revenue by providing online advertising solutions for our clients through our search engine marketing product, ReachSearch,
our display advertising product, ReachDisplay, and our remarketing product. We sell our ReachSearch, ReachDisplay and remarketing products based on a package pricing model in which our clients commit to a fixed fee that includes the media; the
optimization, reporting and tracking technologies of the RL Platform; and the personnel dedicated to support and manage their campaigns. We also generate revenue from digital marketing solutions for our clients that do not include the purchase of
third-party media through our campaign performance tracking product, TotalTrack, through our assisted chat product, TotalLiveChat, through ReachCast and through ReachDeals. Generally our products are sold to our clients in a single budget to
simplify the purchasing process.

We offer our products and services through two primary channels. Our IMCs sell our products
and services directly to SMBs, which we refer to as our Direct Local channel. We also sell our products and services through third-party agencies and resellers, and to national or regional businesses with multiple locations, such as franchisors,
which we refer to as national brands. Because the sale to agencies, resellers and national brands involves negotiations with businesses that generally represent an aggregated group of SMB advertisers, we group them together as our National Brands,
Agencies and Resellers channel.

Starting in late 2010, we extended our product vision to include consumer web sites with a
local market focus. In November 2010, Bizzy, a personalized local business recommendation engine for consumers, launched in beta. Based on consumer inputs, Bizzy derives a set of recommendations for local businesses from people who have evidenced
similar interests.



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In February 2011, we acquired DealOn. With DealOn, we acquired a deal commerce company that
operates in the United States, in addition to a product suite including the DealOn.com destination site, a white-label and co-branded deals platform allowing online publishers to offer deals to their customers, and the recently launched OfferEx deal
exchange which enables other deal sites and publishers to supply and/or resell deals through an exchange. DealOn provides the underlying product and infrastructure to support our new ReachDeals product. Deals are generally sourced by dedicated deal
specialists.

Business Model and Operating Metrics

Our Direct Local channel represents the majority of our revenue. As a percentage of revenue, Direct Local revenue has increased to 77% for the three months ended March 31, 2011, from 74% during the
three months ended March 31, 2010. Growth in Direct Local revenue is primarily driven by the growth in the number of IMCs and increases in IMC productivity.

Number of IMCs

Our ongoing investment in increasing the number of
our IMCs has been the principal engine for our growth. Typically, each month we hire 40-60 IMCs, with the hiring weighted towards the first ten months of the year. We refer to IMCs with 12 months or less of experience as Underclassmen. In
particular, our growth is driven by the increase in the number of Upperclassmen, who are significantly more productive than our Underclassmen. As such, we believe that our ability to grow our business is highly dependent on our ability to grow the
number of our Upperclassmen. Beyond our hiring practices, which determine the number of IMCs to be hired as well as the rate at which we hire them, the increase in the number of Upperclassmen depends primarily on the productivity of Underclassmen,
as the majority of Underclassmen attrition has been involuntary and is based on performance relative to a standard level of revenue growth and other performance metrics determined by us. We do not expect all Underclassmen to become Upperclassmen,
and our investment decisions anticipate the cost of attrition.

As of March 31, 2011, we had 303 Upperclassmen and 435
Underclassman, for a total of 738 IMCs, as compared to 227 Upperclassmen and 342 Underclassman, for a total of 569 IMCs as of March 31, 2010.

Underclassmen Expense

Underclassmen do not, in the aggregate, make
a positive contribution to operating income. Our largest operating expenses include the hiring, training and retention of Underclassmen in support of our goal of developing more Upperclassmen.

Underclassmen Expense is a number we calculate to approximate our investment in Underclassmen and is comprised of the selling and
marketing expenses we allocate to Underclassmen during a reporting period. The amount includes the direct salaries and allocated benefits of the Underclassmen (excluding commissions), training and sales organization expenses, including depreciation,
allocated based on relative headcount and marketing expenses allocated based on relative revenue. While we believe that Underclassmen Expense provides useful information regarding our approximate investment in Underclassmen, the methodology we use
to arrive at our estimated Underclassmen Expense was developed internally by management, is not a concept or method recognized by GAAP and other companies may use different methodologies to calculate or approximate measures similar to Underclassmen
Expense. Accordingly, our calculation of Underclassmen Expense may not be comparable to similar measures used by other companies.

Underclassmen Expense was $10.4 million during the three months ended March 31, 2011, as compared to $7.8 million during the three months ended March 31, 2010. The increase in Underclassmen
Expense was primarily attributable to increased hiring of Underclassmen as compared to the prior period, including our recent expansion into Germany.

Active Advertisers and Active Campaigns

We track the number of
Active Advertisers and Active Campaigns 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 Advertisers 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 Advertisers by adjusting the number of Active Campaigns to combine clients with more than one Active Campaign as a single Active
Advertiser. Clients with more than one location are generally reflected as multiple Active Advertisers. Because this number includes clients served through the National Brands, Agencies and Resellers channel, Active Advertisers includes entities
with which we do not have a direct client relationship. Numbers are rounded to the nearest hundred.

Active Campaigns is a
number we calculate to approximate the number of individual products or services we are managing under contract for Active Advertisers. For example, if we were performing both ReachSearch and ReachDisplay campaigns for a client, we consider that two
Active Campaigns. Similarly, if a client purchased ReachSearch campaigns for two different products or purposes, we consider that two Active Campaigns. Numbers are rounded to the nearest hundred.



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As of March 31, 2011, we had 17,400 Active Advertisers and 24,300 Active Campaigns, as
compared to 15,700 Active Advertisers and 19,700 Active Campaigns as of March 31, 2010. Active Advertisers and Active Campaigns increased over the period due to an increase in the number of IMCs selling our products and an increase in the
number of products available for our IMCs to sell.

Recent Transactions

On February 8, 2011, we acquired all of the outstanding member interests of DealOn, for consideration of up to approximately $9.6
million in cash and stock. On the closing date, we paid $5.8 million in cash and issued 82,878 shares of our common stock. The balance of the purchase price, $1.5 million in cash and 21,297 in shares of our common stock, is payable, subject to
adjustment under the terms of the acquisition agreement, in three installments, with 50% payable in February 2012, 25% payable in August 2012, and 25% payable in February 2013.

On April 25, 2011, we entered into a Google Inc. AdWords Reseller Addendum with Google Inc., and on May 9, 2011, ReachLocal
Netherlands B.V. and Google Ireland Limited entered into a Google AdWords Reseller Agreement. Together, the agreements provide that we are an authorized reseller of Googles AdWords product in the designated territories and provide us with
certain performance bonuses if certain advertiser targets, including certain share of retail requirements, are met. The agreements have a three-year term, subject to broad mutual termination rights as are customary in Google reseller contracts.

Basis of Presentation

Sources of Revenue

We derive our revenue principally from the
provision and sale of online advertising to our clients. Revenue includes the sale of our ReachSearch, ReachDisplay, remarketing and other products based on a package pricing model in which our clients commit to a fixed fee that includes the media,
the optimization, reporting and tracking technologies of the RL Platform, and the personnel dedicated to support and manage their campaigns; the sale of our ReachCast, TotalTrack and TotalLiveChat products; and set-up, management and service fees
associated with these products and other services. We distribute our products and services directly through our sales force of IMCs, who are focused on serving SMBs in their local markets through an in-person, 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 SMBs 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 ReachSearch,
ReachDisplay and ReachCast products. Under our agreements, our SMB clients typically pay, in advance, a fixed fee on a monthly basis, which includes all charges for the included technology and 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. Generally, when at least 85% of requisite purchases and
other services have occurred and an additional campaign cycle remains under the agreement, we make an additional billing or automatic collection for the next campaign cycle.

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 a manner similar to
Direct Local clients or are extended credit privileges with payment generally due in 30 to 60 days. There were $3.5 million of related accounts receivables at March 31, 2011.

With the acquisition of DealOn, we now offer our SMB clients the ability to offer consumers discounted deals which we promote through our
DealOn subscriber list, our publisher network and our deal exchange, all through the DealOn platform. We earn a commission for acting as an agent in these transactions which are recorded on a net basis and are included in revenue upon completion of
the sale of the deal to the consumer. The liability for redemption and potential income for breakage remain with the SMB client; therefore, we do not record redemption or breakage of the deals. We record a sales allowance for potential consumer
refunds.

Cost of Revenue

Cost of revenue consists primarily of costs of online media acquired from third-party publishers. From time to time, publishers offer the Company rebates based upon various factors and operating rules,
including the amount of media purchased. Cost of revenue also includes third-party telephone and information services costs, data center and third-party hosting costs, credit card processing fees, third-party content and other direct costs.

In addition, cost of revenue includes costs to initiate, operate and manage clients campaigns, other than costs
associated with the Companys 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 the cost of Web Presence
Professionals who are the principal service providers for the Companys ReachCast product, and allocated overhead such as depreciation expense, rent and utilities, as well as an allocable portion of our technical operations costs.



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##### Table of Contents

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, 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 IMCs, sales management and other employees in the sales organization is based on commissions.

Product and Technology. Product and technology expenses consist primarily of personnel and related expenses for our product
development and technology staff, including salaries, benefits, bonuses and stock-based compensation, and the cost of 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 the RL Platform addresses all aspects of our
activities, including supporting the IMC 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.

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

Critical Accounting Policies and Estimates

The preparation of our
condensed consolidated financial statements in conformity with 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
condensed 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 other significant accounting policies, see our 2010 Annual Report on Form 10-K.

We believe that the following critical accounting policies involve our more significant judgments, assumptions and estimates and, therefore, could have the greatest potential impact on our condensed
consolidated financial statements:



| |  |  | Revenue recognition
| | - |  | -------------------



| |  |  | Software development costs
| | - |  | --------------------------



| |  |  | Income taxes
| | - |  | ------------



| |  |  | Goodwill and intangible assets
| | - |  | ------------------------------



| |  |  | Stock-based compensation
| | - |  | ------------------------

We granted stock options with the following exercise prices during the three months ended March 31, 2011:



|              |  |                                    |         |  |                         |   |               |                                                         |  |   |                                           |  |  |   |   | 
|------------- |  | ---------------------------------- | ------- |  | ----------------------- | - | ------------- | ------------------------------------------------------- |  | - | ----------------------------------------- |  |  | - | - | 
|Grant Dates   |  | Number of 
SharesUnderlyingOptions |         |  | Exercise PricePer
Share |   |               | Estimated FairValue 
PerUnderlyingShare as ofGrant
Date |  |   | Intrinsic ValuePer 
Share at Dateof Grant | 
|February 2011 |  |                                    | 964,650 |  |                         | $ | 20.98 -$22.46 |                                                         |  | $ | 20.98 -$22.46                             |  |  | $ |  | 

The following table
summarizes the assumptions relating to our stock options granted during the three months ended March 31, 2011:



|                        |  |  |      |  
|----------------------- |  |  | ---- | -
|Expected dividend yield |  |  | 0    | %
|Risk free interest rate |  |  | 2.30 | %
|Expected life, in years |  |  | 4.75 |  
|Expected volatility     |  |  | 58.5 | %



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Using the Black-Scholes option pricing model, we recorded non-cash stock-based compensation
expenses related to employee stock options granted of approximately $1.6 million during the three months ended March 31, 2011, which includes $0.7 million of SMB:LIVE deferred stock compensation during such period. At March 31, 2011, we
had unrecorded compensation costs of $22.2 million related to unvested stock options and deferred stock consideration. The unrecognized compensation expense is expected to be recognized over a weighted average period of 1.6 years.

During the three months ended March 31, 2011, we also issued 44,000 restricted stock units. During the three months ended
March 31, 2011, we recorded non-cash stock-based compensation expense of approximately $0.2 million related to restricted stock units, respectively. At March 31, 2011, we had $2.3 million of unrecognized compensation expense related to
unvested restricted stock units. Changes in assumptions could impact the amount of restricted stock compensation expense.

Software Development Costs

We capitalize our costs to develop internal-use software when management has determined the development efforts will result in new or additional functionality or results in new products. Costs incurred
prior to meeting these criteria and costs associated with ongoing maintenance are expensed as incurred. We track our costs by project and by each release and objectively determine which projects resulted in additional functionality or new products
for which we can improve our offerings and market presence. Our developers, engineers and quality assurance staff currently estimate their time spent on various projects on a weekly basis so we may determine the approximate amount of costs that
should be capitalized. Our senior management team reviews these estimates to determine the appropriate level of capitalization. We monitor our existing capitalized software and reduce its carrying value as the result of releases that render previous
features or functions obsolete or otherwise reduce the value of previously capitalized costs.

Costs capitalized as software
development costs are amortized on a straight-line basis over the estimated useful life of the software of three years. Amortization of those costs is included in product and technology expenses as the RL Platform addresses all aspects of our
activities, including supporting the IMC 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.

Goodwill and Intangible Assets

At March 31, 2011, we had $41.8 million of goodwill, which resulted from the acquisition of the portion of
ReachLocal Australia that we did not previously own and the acquisitions of SMB:LIVE and DealOn. In addition, in accounting for these acquisitions, we recorded other intangible assets related to pre-existing client relationships and purchased
technology. We report finite-lived, acquisition-related intangible assets at fair value, net of accumulated amortization. Identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives of one to three years.
Straight-line amortization is used because no other pattern over which the economic benefits will be consumed can be reliably determined.

We evaluate our goodwill for impairment using a two-step process that is performed at least annually, or whenever events or circumstances indicate that goodwill may be impaired. The first step is a
comparison of the fair value of an internal reporting unit with its carrying amount, including goodwill. We have reporting units representing the various domestic and international markets in which we currently operate. If the fair value of the
reporting unit exceeds its carrying value, goodwill of the reporting unit is not considered impaired and the second step is unnecessary. If the carrying value of the reporting unit exceeds its fair value, the second step is performed to measure the
amount of impairment by comparing the carrying amount of the goodwill to a determination of the implied value of the goodwill. If the carrying amount of goodwill is greater than the implied value, an impairment is recognized for the difference.

We evaluate our intangible assets for impairment whenever events or circumstances indicate an impairment may exist. The
impairment loss is the amount by which the carrying value of the asset exceeds its fair value. We estimate fair value utilizing the projected discounted cash flow method and a discount rate determined by our management to be commensurate with the
risk inherent in our current business model. When calculating fair value, we make assumptions regarding estimated future cash flows, discount rates and other factors. No impairment of goodwill or intangible assets was recorded during the three
months ended March 31, 2011.



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##### Table of Contents

Results of Operations

Comparison of the Three Months Ended March 31, 2011 and 2010



|                                                                                                                                                                   |  |                             |        |   |      |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                                                                                                   |  | Three Months
EndedMarch 31, |       
|(in thousands, except per share data)                                                                                                                              |  | 2011                        |        |   | 2010 |  
|Revenue                                                                                                                                                            |  | $                           | 84,058 |   |      | $ | 63,626 |  
|Cost of revenue (1)                                                                                                                                                |  |                             | 44,500 |   |      |   | 34,839 |  
|Operating expenses:                                                                                                                                                |  |                             |        |   |      |   |        |  
|Selling and marketing (1)                                                                                                                                          |  |                             | 32,419 |   |      |   | 23,940 |  
|Product and technology (1)                                                                                                                                         |  |                             | 3,539  |   |      |   | 2,344  |  
|General and administrative (1)                                                                                                                                     |  |                             | 7,077  |   |      |   | 5,385  |  
|                                                                                                                                                                   |  |                             |        |   |      |   |        |  
|Total operating expenses                                                                                                                                           |  |                             | 43,035 |   |      |   | 31,669 |  
|                                                                                                                                                                   |  |                             |        |   |      |   |        |  
|Loss from operations                                                                                                                                               |  |                             | (3,477 | ) |      |   | (2,882 | )
|Other income (expense), net                                                                                                                                        |  |                             | 196    |   |      |   | (10    | )
|                                                                                                                                                                   |  |                             |        |   |      |   |        |  
|Loss before provision for income taxes                                                                                                                             |  |                             | (3,281 | ) |      |   | (2,892 | )
|Provision (benefit) for income taxes                                                                                                                               |  |                             | 166    |   |      |   | (638   | )
|                                                                                                                                                                   |  |                             |        |   |      |   |        |  
|Net Loss                                                                                                                                                           |  | $                           | (3,447 | ) |      | $ | (2,254 | )
|                                                                                                                                                                   |  |                             |        |   |      |   |        |  
|Loss per share available to common stockholders:                                                                                                                   |  |                             |        |   |      |   |        |  
|Basic                                                                                                                                                              |  | $                           | (0.12  | ) |      | $ | (0.32  | )
|                                                                                                                                                                   |  |                             |        |   |      |   |        |  
|Diluted                                                                                                                                                            |  | $                           | (0.12  | ) |      | $ | (0.32  | )
|                                                                                                                                                                   |  |                             |        |   |      |   |        |  
|Weighted average common shares used in computation of net loss per share available to common stockholders:                                                         |  |                             |        |   |      |   |        |  
|Basic                                                                                                                                                              |  |                             | 28,461 |   |      |   | 6,968  |  
|Diluted                                                                                                                                                            |  |                             | 28,461 |   |      |   | 6,968  |  
|                                                                                                                                                                   |  |                            
|The following earnings per share information is presented as if all preferred shares were converted into common stock as of the
beginning of the period presented. |  |                             |        |   |      |   |        |  
|Pro-forma net loss per share, as if converted:                                                                                                                     |  |                             |        |   |      |   |        |  
|Basic                                                                                                                                                              |  | $                           | (0.12  | ) |      | $ | (0.10  | )
|                                                                                                                                                                   |  |                             |        |   |      |   |        |  
|Diluted                                                                                                                                                            |  | $                           | (0.12  | ) |      | $ | (0.10  | )
|                                                                                                                                                                   |  |                             |        |   |      |   |        |  
|Pro-forma weighted average common shares used in computation of net loss per share, as if converted:                                                               |  |                             |        |   |      |   |        |  
|Basic                                                                                                                                                              |  |                             | 28,461 |   |      |   | 23,680 |  
|Diluted                                                                                                                                                            |  |                             | 28,461 |   |      |   | 23,680 |  



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



|                               |  |                             |       |  |      |   |       | 
|------------------------------ |  | --------------------------- | ----- |  | ---- | - | ----- | 
|                               |  | Three Months EndedMarch 31, |      
|                               |  | 2011                        |       |  | 2010 |  
|Stock-based compensation:      |  |                             |       |  |      |   |       | 
|Cost of revenue                |  | $                           | 51    |  |      | $ | 91    | 
|Selling and marketing          |  |                             | 378   |  |      |   | 181   | 
|Product and technology         |  |                             | 258   |  |      |   | 264   | 
|General and administrative     |  |                             | 1,091 |  |      |   | 549   | 
|                               |  |                             |       |  |      |   |       | 
|                               |  | $                           | 1,778 |  |      | $ | 1,085 | 
|Depreciation and amortization: |  |                             |       |  |      |   |       | 
|Cost of revenue                |  | $                           | 156   |  |      | $ | 72    | 
|Selling and marketing          |  |                             | 330   |  |      |   | 245   | 
|Product and technology         |  |                             | 1,695 |  |      |   | 670   | 
|General and administrative     |  |                             | 298   |  |      |   | 247   | 
|                               |  |                             |       |  |      |   |       | 
|                               |  | $                           | 2,479 |  |      | $ | 1,234 | 
|                               |  |                             |       |  |      |   |       | 



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##### Table of Contents

Revenue



|                                        |  |                              |        |  |      |   |        |                   |  |  |      |  
|--------------------------------------- |  | ---------------------------- | ------ |  | ---- | - | ------ | ----------------- |  |  | ---- | -
|                                        |  | Three Months Ended March 31, |       
|(in thousands)                          |  | 2011                         |        |  | 2010 |   |        | 2011-2010% Change | 
|Direct Local                            |  | $                            | 64,515 |  |      | $ | 47,249 |                   |  |  | 36.5 | %
|National Brands, Agencies and Resellers |  |                              | 19,543 |  |      |   | 16,377 |                   |  |  | 19.3 |  
|                                        |  |                              |        |  |      |   |        |                   |  |  |      |  
|Total revenue                           |  | $                            | 84,058 |  |      | $ | 63,626 |                   |  |  | 32.1 | %
|                                        |  |                              |        |  |      |   |        |                   |  |  |      |  
|                                        |  |                              |       
|At period end:                          |  |                              |        |  |      |   |        |                   |  |  |      |  
|Number of IMCs:                         |  |                              |        |  |      |   |        |                   |  |  |      |  
|Upperclassmen                           |  |                              | 303    |  |      |   | 227    |                   |  |  | 33.5 | %
|Underclassmen                           |  |                              | 435    |  |      |   | 342    |                   |  |  | 27.2 |  
|                                        |  |                              |        |  |      |   |        |                   |  |  |      |  
|Total                                   |  |                              | 738    |  |      |   | 569    |                   |  |  | 29.7 | %
|                                        |  |                              |        |  |      |   |        |                   |  |  |      |  
|Active Advertisers (1)                  |  |                              | 17,400 |  |      |   | 15,700 |                   |  |  | 10.8 | %
|Active Campaigns (2)                    |  |                              | 24,300 |  |      |   | 19,700 |                   |  |  | 23.4 | %



|(1) | Active Advertisers 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 Advertisers by adjusting the number of Active Campaigns to combine clients with more than one Active Campaign as a single Active Advertiser. Clients with more than one location are
generally reflected as multiple Active Advertisers. Because this number includes clients served through the National Brands, Agencies and Resellers channel, Active Advertisers includes entities with which we do not have a direct client relationship.
Numbers are rounded to the nearest hundred.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Active Campaigns is a number we calculate to approximate the number of individual products or services we are managing under contract for Active Advertisers. For
example, if we were performing both ReachSearch and ReachDisplay campaigns for a client, we consider that two Active Campaigns. Similarly, if a client purchased ReachSearch campaigns for two different products or purposes, we consider that two
Active Campaigns. Numbers are rounded to the nearest hundred.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Direct Local revenue increased $17.3 million, or
36.5%, for the three months ended March 31, 2011 compared to the three months ended March 31, 2010. The increase in our Direct Local Revenue was largely attributable to incremental revenue from our new Upperclassmen, that is, IMCs who were
Underclassmen at March 31, 2010 but became Upperclassmen by March 31, 2011, as well as the incremental revenue contributed by our existing Upperclassmen, that is, IMCs who were already Upperclassmen at March 31, 2010. In addition,
revenues increased due to increased contributions of our Underclassmen.

National Brands, Agencies and Resellers revenue
increased $3.2 million, or 19.3%, for the three months ended March 31, 2011 compared to the three months ended March 31, 2010, primarily due to a $2.6 million increase in revenue from our National Brands clients. The increase in National
Brands client revenue was primarily due to the growth in the number of National Brands clients, both domestically and internationally, and to a lesser extent increased revenues from National Brands clients which were already clients in 2010.



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Cost of Revenue



|                             |  |                              |        |   |      |   |        |                    |  |  |      |  
|---------------------------- |  | ---------------------------- | ------ | - | ---- | - | ------ | ------------------ |  |  | ---- | -
|                             |  | Three Months Ended March 31, |        |   |      |  
|(in thousands)               |  | 2011                         |        |   | 2010 |   |        | 2011-2010% 
Change | 
|Cost of revenue              |  | $                            | 44,500 |   |      | $ | 34,839 |                    |  |  | 27.7 | %
|                             |  |                              |        |   |      |   |        |                    |  |  |      |  
|As as percentage of revenue: |  |                              | 52.9   | % |      |   | 54.8   | %                  |  |  |      |  
|                             |  |                              |        |   |      |   |        |                    |  |  |      |  

The decrease in our cost of revenue as a percentage of revenue for the three months ended
March 31, 2011 compared to the three months ended March 31, 2010, was primarily due to improved media buying efficiencies, changes in product and service mix, including ReachCast and ReachDisplay, and an increase in the contribution from
our international operations. These improvements were partially offset by a decrease in publisher and vendor rebates, including from Google, as a percent of revenue, from 1.9% in the first quarter of 2010 to 1.1% in the first quarter of 2011, and by
the incremental cost increases associated with the expansion of our service and campaign performance group in late 2010.

Our
cost of revenue as a percentage of revenue will be affected in the future by the mix and relative amount of media we purchase to fulfill service requirements, the availability and amount of publisher rebates, the mix of products and services we
offer, our media buying efficiency and, over the next several quarters, the increased costs of support and delivery as we grow our campaign performance and web presence professional groups.

Operating Expenses

Over the past several years, we have significantly increased the scale of our operations. We intend to continue to increase our operating scale by increasing our sales force, product offerings and the
infrastructure to support them. In managing our business to increase scale, particularly in international markets, we are intentionally incurring expenses to support our long-term growth plans, acknowledging that these investments may put pressure
on near term periodic operating results and increase our operating expenses as a percentage of revenue.

Selling and
Marketing



|                                                                |  |                              |        |   |      |   |        |                    |  |  |      |  
|--------------------------------------------------------------- |  | ---------------------------- | ------ | - | ---- | - | ------ | ------------------ |  |  | ---- | -
|                                                                |  | Three Months Ended March 31, |        |   |      |  
|(in thousands)                                                  |  | 2011                         |        |   | 2010 |   |        | 2011-2010% 
Change | 
|Salaries, benefits and other costs                              |  | $                            | 22,948 |   |      | $ | 16,530 |                    |  |  | 38.8 | %
|Commission expense                                              |  |                              | 9,471  |   |      |   | 7,410  |                    |  |  | 27.8 |  
|                                                                |  |                              |        |   |      |   |        |                    |  |  |      |  
|Total selling and marketing                                     |  | $                            | 32,419 |   |      | $ | 23,940 |                    |  |  | 35.4 | %
|                                                                |  |                              |        |   |      |   |        |                    |  |  |      |  
|Underclassmen Expense included above, excluding commissions (1) |  | $                            | 10,396 |   |      | $ | 7,806  |                    |  |  | 33.2 | %
|As a percentage of revenue:                                     |  |                              |        |   |      |   |        |                    |  |  |      |  
|Salaries, benefits and other costs                              |  |                              | 27.3   | % |      |   | 26.0   | %                  |  |  |      |  
|Commission expense                                              |  |                              | 11.3   | % |      |   | 11.6   | %                  |  |  |      |  
|                                                                |  |                              |        |   |      |   |        |                    |  |  |      |  
|Total selling and marketing                                     |  |                              | 38.6   | % |      |   | 37.6   | %                  |  |  |      |  
|                                                                |  |                              |        |   |      |   |        |                    |  |  |      |  



|(1) | See Non-GAAP Financial Measures for our definition of Underclassmen Expense.
|--- | ------------------------------------------------------------------------------

The increase in absolute dollars of salaries, benefits and other costs in selling and marketing expenses for the three months ended
March 31, 2011 compared to the three months ended March 31, 2010, was due to costs associated with the expansion, both domestically and internationally, of our sales force of IMCs and the related recruiting, training, and facilities costs.
As a percentage of revenue, salaries, benefits and other costs increased primarily due to costs associated with the launch of our German sales operations in 2011, the inclusion of DealOn after its acquisition in February 2011, and a full quarter of
SMB: LIVE, which was acquired in the middle of the first quarter of 2010.



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The increase in commission expense in absolute dollars for the three months ended
March 31, 2011 compared to the three months ended March 31, 2010, was due to increases in our revenue in our sales channels. As a percentage of revenue, commission expense decreased due to a higher percentage of Direct Local Channel
revenue, for which we pay lower commission rates. We do not expect continued decreases in commission expense as a percentage of revenue due to an expected higher percentage of Upperclassmen, who generally earn higher commission rates based on
increased productivity.

The increase in Underclassmen Expense for the three months ended March 31, 2011 compared to the
three months ended March 31, 2010 was primarily due to increased IMC hiring, including in Germany. As we continue to invest in additional Underclassmen and retain additional Upperclassmen, selling and marketing expenses will continue to
increase in absolute dollars.

Product and Technology



|                                                                             |  |                      |       |   |      |   |       |                    |  |  |      |  
|---------------------------------------------------------------------------- |  | -------------------- | ----- | - | ---- | - | ----- | ------------------ |  |  | ---- | -
|                                                                             |  | Year Ended March 31, |       |   |      |  
|(in thousands)                                                               |  | 2011                 |       |   | 2010 |   |       | 2011-2010% 
Change | 
|Product and technology                                                       |  | $                    | 3,539 |   |      | $ | 2,344 |                    |  |  | 51.0 | %
|Capitalized software development costs from product and technology resources |  |                      | 2,386 |   |      |   | 1,559 |                    |  |  | 53.0 |  
|                                                                             |  |                      |       |   |      |   |       |                    |  |  |      |  
|Total product and technology costs expensed and capitalized                  |  | $                    | 5,925 |   |      | $ | 3,903 |                    |  |  | 51.8 | %
|                                                                             |  |                      |       |   |      |   |       |                    |  |  |      |  
|As a percentage of revenue:                                                  |  |                      |       |   |      |   |       |                    |  |  |      |  
|Product and technology                                                       |  |                      | 4.2   | % |      |   | 3.7   | %                  |  |  |      |  
|Capitalized software development costs from product and technology resources |  |                      | 2.8   | % |      |   | 2.5   | %                  |  |  |      |  
|                                                                             |  |                      |       |   |      |   |       |                    |  |  |      |  
|Total product and technology costs expensed and capitalized                  |  |                      | 7.0   | % |      |   | 6.1   | %                  |  |  |      |  
|                                                                             |  |                      |       |   |      |   |       |                    |  |  |      |  

The increase in product and technology expenses in both absolute dollars and as a percentage of
revenue for the three months ended March 31, 2011 compared to the three months ended March 31, 2010 was primarily attributable to $0.7 million increase of amortization expense of previously capitalized software development costs, $0.4
million of incremental salary, amortization of acquired intangibles and other costs associated with ReachCast, the inclusion of DealOn for which no comparative amounts existed during the prior year period, and ongoing development of Bizzy and the RL
Platform.

The increase in the amount of software development costs capitalized both in absolute dollars and as a percentage
of revenue for the three months ended March 31, 2011 compared to the three months ended March 31, 2010 was a result of investment in the development of ReachCast, which commenced in the first quarter of 2010 with the acquisition of
SMB:LIVE, and the continuing development of Bizzy.

We expect the amount of product and technology costs expensed and
capitalized to increase in absolute dollars in the future due to the continued expansion of our product development efforts, including the ongoing development and roll-out of the technology acquired in our acquisitions and the increased costs
associated with supporting a broader product offering. The amount of such costs capitalized will vary from period to period depending upon the status of our product development efforts.

General and Administrative



|                            |  |                              |       |   |      |   |       |                    |  |  |      |  
|--------------------------- |  | ---------------------------- | ----- | - | ---- | - | ----- | ------------------ |  |  | ---- | -
|                            |  | Three Months Ended March 31, |       |   |      |  
|(in thousands)              |  | 2011                         |       |   | 2010 |   |       | 2011-2010% 
Change | 
|General and administrative  |  | $                            | 7,077 |   |      | $ | 5,385 |                    |  |  | 31.4 | %
|                            |  |                              |       |   |      |   |       |                    |  |  |      |  
|As a percentage of revenue: |  |                              | 8.4   | % |      |   | 8.5   | %                  |  |  |      |  
|                            |  |                              |       |   |      |   |       |                    |  |  |      |  

As a percentage of revenue, general and administrative expenses were generally consistent period
over period. The increase in general and administrative expenses in absolute dollars for the three months ended March 31, 2011 compared to the three months ended March 31, 2010 was primarily due to increased costs needed to support the
growth of the business, including $0.7 million in



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employee compensation, including stock-based compensation expense, facilities and other costs. In addition, during the three month period ended March 31, 2011, we incurred $0.5 million of
incremental legal and professional fees, insurance and other costs as attendant with being a public company and $0.5 million of incremental costs associated with the launch of our German sales operations and our acquisition activity.

We expect general and administrative expenses to increase in absolute dollars as we continue to add administrative personnel and incur
additional professional fees and other expenses resulting from continued growth and the compliance requirements associated with being a public company.

Other Income (Expense), Net

Other income increased in absolute dollars by
approximately $0.2 million, to income of $0.2 million, for the three months ended March 31, 2011 compared to the three months ended March 31, 2010. The change was attributable to an increase in interest income during the current period.

Provision (Benefit) for Income Taxes

The income tax provision of $0.2 million for the three months ended March 31, 2011 relates to federal, state, local and foreign income taxes. The income tax benefit of $0.6 million for the three
months ended March 31, 2010 was primarily attributable to the acquisition of SMB:LIVE, in which we recorded a one-time discrete deferred tax benefit of $0.7 million.

Non-GAAP Financial Measures

In addition to our GAAP results
discussed above, we believe Adjusted EBITDA and Underclassmen Expense are useful to investors in evaluating our operating performance. For the three months ended March 31, 2011 and 2010 our Adjusted EBITDA and Underclassmen Expense were as
follows:



|                                         |  |                              |        |  |      |  |       |  
|---------------------------------------- |  | ---------------------------- | ------ |  | ---- |  | ----- | -
|                                         |  | Three Months Ended March 31, |       
|(in thousands)                           |  | 2011                         |        |  | 2010 | 
|Non-GAAP Financial Measures (unaudited): |  |                              |        |  |      |  |       |  
|Adjusted EBITDA (1)                      |  |                              | 1,194  |  |      |  | (228  | )
|Underclassmen Expense (2)                |  |                              | 10,396 |  |      |  | 7,806 |  



|(1) | Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) before interest, income taxes, depreciation and amortization expenses, excluding, when
applicable, stock-based compensation, the effects of accounting for business combinations (including in the case of the acquisitions of SMB:Live and DealOn, the amortization of acquired intangibles and the deferred cash consideration) and amounts
included in other non-operating income or expense.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Underclassmen Expense. We define Underclassmen Expense as our investment in Underclassmen, which is comprised of the selling and marketing expenses we allocate
to Underclassmen during a reporting period. The amount includes the direct salaries and allocated benefits of the Underclassmen (excluding commissions), training and sales organization expenses including depreciation allocated based on relative
headcount and marketing expenses allocated based on relative revenue. While we believe that Underclassmen Expense provides useful information regarding our approximated investment in Underclassmen, the methodology we use to arrive at our estimated
Underclassmen Expense was developed internally by the company, is not a concept or method recognized by GAAP and other companies may use different methodologies to calculate or approximate measures similar to Underclassmen Expense. Accordingly, our
calculation of Underclassmen Expense may not be comparable to similar measures used by other companies.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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.

Our management believes 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) 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 (iii) 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 Underclassmen.



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In addition, we believe 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;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 their 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.

The following table presents a reconciliation of Adjusted EBITDA to our loss from
operations for each of the periods indicated:



|                                  |  |                              |        |   |      |   |        |  
|--------------------------------- |  | ---------------------------- | ------ | - | ---- | - | ------ | -
|                                  |  | Three Months Ended March 31, |       
|(in thousands)                    |  | 2011                         |        |   | 2010 |  
|Loss from operations              |  | $                            | (3,477 | ) |      | $ | (2,882 | )
|Add:                              |  |                              |        |   |      |   |        |  
|Depreciation and amortization     |  |                              | 2,479  |   |      |   | 1,234  |  
|Stock-based compensation, net     |  |                              | 1,778  |   |      |   | 1,085  |  
|Acquisition and integration costs |  |                              | 414    |   |      |   | 335    |  
|                                  |  |                              |        |   |      |   |        |  
|Adjusted EBITDA                   |  | $                            | 1,194  |   |      | $ | (228   | )
|                                  |  |                              |        |   |      |   |        |  



|(2) | Underclassmen Expense is a number we calculate to approximate our investment in Underclassmen and is comprised of the selling and marketing expenses we allocate to
Underclassmen during a reporting period. The amount includes the direct salaries and allocated benefits of the Underclassmen (excluding commissions), training and sales organization expenses including depreciation allocated based on relative
headcount and marketing expenses allocated based on relative revenue. While we believe that Underclassmen Expense provides useful information regarding our approximated investment in Underclassmen, the methodology we use to arrive at our estimated
Underclassmen Expense was developed internally by the company, is not a concept or method recognized by GAAP and other companies may use different methodologies to calculate or approximate measures similar to Underclassmen Expense. Accordingly, our
calculation of Underclassmen Expense may not be comparable to similar measures used by other companies.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Liquidity and Capital Resources



|                                                          |  |                              |        |   |      |   |        |  
|--------------------------------------------------------- |  | ---------------------------- | ------ | - | ---- | - | ------ | -
|                                                          |  | Three Months Ended March 31, |       
|Consolidated Statements of Cash Flow Data: (in thousands) |  | 2011                         |        |   | 2010 |  
|Net cash provided by operating activities                 |  | $                            | 4,029  |   |      | $ | 2,529  |  
|Net cash used in investing activities                     |  |                              | (9,787 | ) |      |   | (4,450 | )
|Net cash provided by (used in) financing activities       |  |                              | 1,946  |   |      |   | (752   | )
|Capital Expenditures (1)                                  |  |                              | 4,286  |   |      |   | 1,777  |  



|(1) | Represents purchases of property and equipment and the amount of software development costs capitalized, on an aggregate basis.
|--- | -------------------------------------------------------------------------------------------------------------------------------

At March 31, 2011, we had cash and cash equivalents of $76.4 million and short-term investments of $8.2 million. 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. To date, we have experienced no loss of our invested cash,
cash equivalents or short-term investments. 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 March 31, 2011, we had no long-term indebtedness for borrowed money and are not subject to any restrictive bank covenants. At
March 31, 2011, we had $0.9 million in restricted certificates of deposit to secure letters of credit issued to landlords and as security for certain other operating activities.

Although we expect that cash flow from operations, existing cash balances and proceeds from our initial public offering will be
sufficient to continue funding our expansion activities, these investments, including investments in developing new products and services for our clients, could require us to seek additional equity or debt financing, and that financing may not be
available on terms favorable to us or at all. In addition, we intend to continue to increase our investment in Underclassmen and in the development of new products and services for our clients could require significant capital and entail
non-capitalized expenses that could diminish our income from operations.

Operating Activities

Our cash flow from operating activities during the three months ended March 31, 2011 resulted primarily from changes in our operating
assets and liabilities and non-cash operating expenses. Our net loss of $3.4 million was offset by increases in deferred revenue and rent of $2.6 million and accounts payable and accrued expenses of $0.7 million, both due to the growth of our
business. Cash flow from operating activities also resulted from non-cash depreciation and amortization of $2.5 million and non-cash stock-based compensation of $1.8 million.

Our cash flow from operating activities during the three months ended March 31, 2010 resulted primarily from changes in our operating assets and liabilities and non-cash operating expenses. Our net
loss of $2.3 million was offset by increases in deferred revenue and rent of $2.2 million and accounts payable and accrued expenses of $0.4 million, both due to the growth of our business. Cash flow from operating activities also resulted from
non-cash depreciation and amortization of $1.2 million and non-cash stock-based compensation of $1.1 million.

Investing
Activities

Our primary investing activities have consisted of purchases of property and equipment, capitalized
software development costs, short-term investments, and business acquisitions. Our purchases of property and equipment and capitalized software may vary from period to period due to the timing of the expansion of our operations and our software
development efforts. During the three months ended March 31, 2011, we invested $5.8 million, net of cash acquired, in the purchase of DealOn. The terms of the purchase agreement require us to make additional payments in 2012 and 2013 of up to
$1.5 million. During the three months ended March 31, 2010, we acquired SMB:LIVE and invested $2.8 million, net of cash acquired. We expect to continue to use capital for acquisitions, purchases of property and equipment and development of
software.

Financing Activities

During the three months ended March 31, 2011, we received $1.9 million in proceeds from exercise of stock options. During the three months ended March 31, 2010, we paid $0.9 million of deferred
offering costs associated with our initial public offering.



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Off-Balance Sheet Arrangements

At March 31, 2011, we did not have any off-balance sheet arrangements.

Contractual Obligations

In February 2011, we acquired DealOn. The
consideration we paid includes a deferred payment obligation of up to approximately $1.5 million in cash and 21,297 shares of our common stock subject to adjustment under the terms of the acquisition agreement.

Recently Issued Accounting Standards

For information about recently issued accounting standards, refer to Note 2 to our Condensed Consolidated Financial Statements.



|Item 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

We do not have any long-term indebtedness for borrowed money. 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.

Foreign Currency Exchange Risk

We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar,
principally the Australian dollar, the British pound sterling, the Canadian dollar, the Indian Rupee, and the Euro. An unfavorable change in these exchange rates relative to the dollar would result in an unfavorable impact on revenue and operating
income. For the three months ended March 31, 2011, an unfavorable 10 percent change in exchange rates would result in a decrease in revenue of $2.0 million and a increase in our operating loss for the period of less than $0.1 million. We
currently do not hedge or otherwise manage our currency exposure given the immaturity and lesser predictability of our international operations. As our international operations grow and mature, our risks associated with fluctuations in currency
rates will become greater, and we will continue to reassess our approach to managing this risk. In addition, currency fluctuations or a weakening U.S. dollar can increase the costs of our international expansion.

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.



|Item 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 Rule 13a-15(b) as of March 31, 2011. Based on that evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded that these disclosure controls and procedures were effective 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 disclosures.



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Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2011 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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PART II

OTHER INFORMATION



|Item 1. | 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 pending that is likely to have a material adverse effect on our results of operations and financial condition.

On March 1, 2010, a class action lawsuit was filed by two of our former employees in California Superior Court in Los
Angeles, California. The complaint alleged wage and hour violations in a Fair Labor Standards Act collective action and a California class action. On November 17, 2010, we executed a memorandum of understanding to settle the class action for
$0.8 million. On or about February 2, 2011, a second class action lawsuit was filed by former employees alleging substantially similar wage and hour violations. Accordingly, this lawsuit will be consolidated with the prior class action and it
is not expected to disrupt the prior settlement or result in material additional costs.

DealOn has been sued in two patent
infringement matters and has also received a letter claiming that its technology infringes other third-party patents. Each of the cases is at an early stage and we have not yet determined the amount of liability, if any, that may result from the
lawsuits. At this time, however, we do not believe that these litigations will have a material adverse effect on the company..



|Item 1A. | 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, 2010, in addition to the other information contained in our Annual Report and in this quarterly report on Form 10-Q.



|Item 6. | EXHIBITS
|------- | --------



|           |  |                                                                                                                     
|---------- |  | --------------------------------------------------------------------------------------------------------------------
|Exhibit No |  | Description of Exhibit                                                                                              
|           | 
|10.1*#     |  | Google Inc. AdWords Reseller Addendum, dated April 25, 2011, between ReachLocal, Inc. and Google Inc.               
|           | 
|10.2*#     |  | Google AdWords Reseller Agreement, dated May 9, 2011, between ReachLocal Netherlands B.V. and Google Ireland Limited
|           | 
|31.1*      |  | Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                 
|           | 
|31.2*      |  | Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                 
|           | 
|32.1      |  | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                  
|           | 
|32.2      |  | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                  



|* | Filed herewith.
|- | ---------------

| | Furnished herewith.
|- | -------------------

|# | Certain provisions of this exhibit have been omitted pursuant to a request for confidential treatment.
|- | ------------------------------------------------------------------------------------------------------



29



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##### Table of Contents

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/ Zorik GordonName:

Zorik GordonTitle:

President and Chief Executive OfficerBy:

/s/ Ross G. LandsbaumName:

Ross G. LandsbaumTitle:

Chief Financial Officer


Date: May 16, 2011



30



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##### Table of Contents

EXHIBIT INDEX



|           |  |                                                                                                                     
|---------- |  | --------------------------------------------------------------------------------------------------------------------
|Exhibit No |  | Description of Exhibit                                                                                              
|           | 
|10.1*#     |  | Google Inc. AdWords Reseller Addendum, dated April 25, 2011, between ReachLocal, Inc. and Google Inc.               
|           | 
|10.2*#     |  | Google AdWords Reseller Agreement, dated May 9, 2011, between ReachLocal Netherlands B.V. and Google Ireland Limited
|           | 
|31.1*      |  | Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                 
|           | 
|31.2*      |  | Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                 
|           | 
|32.1      |  | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                  
|           | 
|32.2      |  | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                  



|* | Filed herewith.
|- | ---------------

| | Furnished herewith.
|- | -------------------

|# | Certain provisions of this exhibit have been omitted pursuant to a request for confidential treatment.
|- | ------------------------------------------------------------------------------------------------------



31