10-Q

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 September 30, 2013

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: 001-33707

CONSTANT CONTACT, INC.

(Exact name of registrant as specified in its charter)

Delaware	04-3285398
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

1601 Trapelo Road, Third Floor Waltham, Massachusetts	02451
(Address of principal executive offices)	(Zip Code)

(781) 472-8100

(Registrant’s telephone number, including area code)

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

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

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (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

As of October 28, 2013, there were 30,661,333 shares of the registrant’s Common Stock, par value $.01 per share, outstanding.

CONSTANT CONTACT, INC.

INDEX

		PAGE NUMBER
	PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS		1
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)			1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)			2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)			3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)			4
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)			5
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		19
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		28
ITEM 4.	CONTROLS AND PROCEDURES		29
	PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS		29
ITEM 1A.	RISK FACTORS		30
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		43
ITEM 6.	EXHIBITS		43
SIGNATURES			44

Part I. Financial Information

Item 1. Financial Statements

Constant Contact, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except share and per share data)	September 30, 2013			December 31, 2012
ASSETS
Current assets
Cash and cash equivalents	$	81,331		$	67,775
Marketable securities		25,888			25,732
Accounts receivable, net of allowance for doubtful accounts		150			92
Prepaid expenses and other current assets		8,209			6,513
Total current assets		115,578			100,112
Property and equipment, net		39,522			39,653
Restricted cash		1,300			750
Goodwill		95,505			95,505
Acquired intangible assets, net		4,936			6,758
Deferred taxes		11,672			11,377
Other assets		2,838			3,107
Total assets	$	271,351		$	257,262
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	3,561		$	8,167
Accrued expenses		15,492			10,803
Deferred revenue		34,725			32,700
Total current liabilities		53,778			51,670
Other long-term liabilities		1,996			2,010
Total liabilities		55,774			53,680
Commitments and contingencies (Note 8)
Stockholders’ equity
Preferred stock; $0.01 par value; 5,000,000 shares authorized; no shares issued or outstanding at September 30, 2013 and December 31, 2012		—			—
Common stock; $0.01 par value; 100,000,000 shares authorized; 30,688,298 and 30,651,375 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively		307			307
Additional paid-in capital		218,798			209,987
Accumulated other comprehensive income		17			11
Accumulated deficit		(3,545	)		(6,723	)
Total stockholders’ equity		215,577			203,582
Total liabilities and stockholders’ equity	$	271,351		$	257,262

The accompanying notes are an integral part of these condensed consolidated financial statements.

1

Constant Contact, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands, except per share data)	2013			2012			2013		2012
Revenue	$	72,039		$	63,846		$	210,452	$	185,856
Cost of revenue		20,478			18,722			60,964		54,755
Gross profit		51,561			45,124			149,488		131,101
Operating expenses
Research and development		12,133			9,776			34,400		29,051
Sales and marketing		24,608			24,881			83,214		76,435
General and administrative		9,136			7,956			29,078		23,201
Acquisition costs and other related charges		—			(6,020	)		—		(5,297	)
Total operating expenses		45,877			36,593			146,692		123,390
Income from operations		5,684			8,531			2,796		7,711
Interest income and other income (expense), net		133			68			116		201
Income before income taxes		5,817			8,599			2,912		7,912
Income tax (expense) benefit		(2,215	)		(1,978	)		266		(1,535	)
Net income	$	3,602		$	6,621		$	3,178	$	6,377
Net income per share:
Basic	$	0.12		$	0.22		$	0.10	$	0.21
Diluted	$	0.11		$	0.21		$	0.10	$	0.21
Weighted average shares outstanding used in computing per share amounts:
Basic		30,696			30,466			30,672		30,339
Diluted		31,324			30,957			31,140		31,043

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

Constant Contact, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2013		2012		2013		2012
Net income	$	3,602	$	6,621	$	3,178	$	6,377
Other comprehensive income (loss):
Net unrealized gains (losses) on marketable securities, net of tax		5		4		5		(39	)
Translation adjustment		5		—		1		—
Total other comprehensive income (loss)		10		4		6		(39	)
Comprehensive income	$	3,612	$	6,625	$	3,184	$	6,338

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

Constant Contact, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,
(In thousands)	2013			2012
Cash flows from operating activities
Net income	$	3,178		$	6,377
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		16,438			14,013
Amortization of premium on investments		146			430
Stock-based compensation expense		11,144			10,847
Provision for bad debts		13			9
Deferred income taxes		(292	)		1,285
Contingent consideration adjustment		—			(6,094	)
Taxes paid related to net share settlement of restricted stock units		(1,128	)		(376	)
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable		(71	)		(129	)
Prepaid expenses and other current assets		(1,695	)		1,624
Other assets		269			(492	)
Accounts payable		(4,607	)		(3,985	)
Accrued expenses		4,689			1,078
Deferred revenue		2,025			2,450
Other long-term liabilities		(14	)		(13	)
Net cash provided by operating activities		30,095			27,024
Cash flows from investing activities
Purchases of marketable securities		(15,834	)		(36,357	)
Proceeds from maturities of marketable securities		11,534			40,167
Proceeds from sales of marketable securities		4,000			40,600
Acquisition of businesses, net of cash acquired		—			(68,296	)
Increase in restricted cash		(550	)		—
Acquisition of property and equipment, including costs capitalized for development of internal use software		(14,134	)		(15,076	)
Net cash used in investing activities		(14,984	)		(38,962	)
Cash flows from financing activities
Proceeds from issuance of common stock pursuant to the exercise of stock options		2,461			4,227
Income tax benefit from the exercise of stock options		28			84
Proceeds from issuance of common stock pursuant to employee stock purchase plan		484			536
Repurchase of common stock		(4,529	)		—
Net cash provided by (used in) financing activities		(1,556	)		4,847
Effects of exchange rates on cash and cash equivalents		1			2
Net increase (decrease) in cash and cash equivalents		13,556			(7,089	)
Cash and cash equivalents, beginning of period		67,775			49,589
Cash and cash equivalents, end of period	$	81,331		$	42,500
Supplemental disclosure of noncash investing and financing activities:
Capitalization of stock-based compensation	$	351		$	730
Fair value of contingent consideration recorded at the time of acquisition in accrued expenses and other long-term liabilities	$	—		$	12,152

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

Constant Contact, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(amounts in thousands, except share and per share amounts)

1. Nature of the Business

Constant Contact, Inc. (the “Company”) was incorporated as a Massachusetts corporation on August 25, 1995. The Company reincorporated in the State of Delaware in 2000. The Company provides on-demand email marketing, social media marketing, event marketing, local deals, a platform for online listings and online survey products to small organizations, including small businesses, associations and non-profits, primarily in the U.S. The Company’s email marketing product allows customers to create, send and track email marketing campaigns. Social Campaigns^™ allows customers to create, publish, promote and run campaigns on Facebook^®. EventSpot^®, the Company’s event marketing product, enables customers to promote and manage events, track event registrations and collect online payments. The Company’s online survey product enables customers to create and send surveys and analyze the responses. SaveLocal^® makes it quick and easy for customers to create, run and manage local deals. CardStar^®, one of the Company’s mobile phone applications, allows consumers to easily manage loyalty, rewards and membership cards on a mobile phone. SinglePlatform helps small businesses get discovered through web and mobile searches by providing a single place to update business information and distribute it through a network of on-line publishers. These products are designed for small organizations and are marketed directly by the Company and through a wide variety of partners.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements include those of the Company and its subsidiaries, after elimination of all intercompany accounts and transactions. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

The condensed consolidated balance sheet at December 31, 2012 was derived from audited financial statements, but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of September 30, 2013 and for the three and nine months ended September 30, 2013 and 2012 have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2012 included in the Company’s Annual Report on Form 10-K, File Number 001-33707, on file with the SEC.

In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s consolidated financial position as of September 30, 2013 and consolidated results of operations for the three and nine months ended September 30, 2013 and 2012 and consolidated cash flows for the nine months ended September 30, 2013 and 2012 have been made. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2013.

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 the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, management evaluates these estimates and assumptions, including those related to revenue recognition, stock-based compensation, goodwill and acquired intangible assets, capitalization of software and website development costs, liability for contingent consideration, litigation accruals and income taxes. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenue and expenses that are not readily apparent from other sources. Actual results could differ from these estimates.

5

Revenue Recognition

The Company provides access to its products primarily through subscription arrangements whereby the customer is charged a fee for access for a defined term. Subscription arrangements include access to use the Company’s software via the Internet and support services, such as telephone, email and chat support. When there is evidence of an arrangement, the fee is fixed or determinable and collectability is deemed reasonably assured, the Company recognizes revenue on a daily basis over the subscription period as the services are delivered. Delivery is considered to have commenced at the time the customer has paid for the products and has access to the account via a log-in and password. The Company generates revenue from its SaveLocal product by charging a fee to its customers based on the number of deals sold by its customers and the value of the successful deal. The Company recognizes revenue from the fee charged when there is evidence of an arrangement, the fee is fixed or determinable and collectability is deemed reasonably assured. The Company also offers ancillary services to its customers related to its subscription-based products such as custom services and training. When sold together, revenue from custom services, training and subscription products are accounted for separately based on vendor-specific objective evidence of fair value of each of the services as the services have value on a standalone basis and do not involve a significant degree of risk or unique acceptance criteria. Revenue from custom services and training is recognized as the services are performed.

Deferred Revenue

Deferred revenue consists of payments received in advance of delivery of the Company’s products described above and is recognized as the revenue recognition criteria are met. The Company’s customers generally pay for services in advance on a monthly, semiannual or annual basis.

Accounts Receivable

Management reviews accounts receivable on a periodic basis to determine if any receivables will potentially be uncollectible. The Company reserves for receivables that are determined to be uncollectible, if any, in its allowance for doubtful accounts. After the Company has exhausted all collection efforts, the outstanding receivable is written off against the allowance.

Concentration of Credit Risk and Significant Products and Customers

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and marketable securities. At September 30, 2013 and December 31, 2012, the Company had substantially all cash and investment balances at certain financial institutions without or in excess of federally insured limits, however, the Company maintains its cash balances and custody of its marketable securities with accredited financial institutions. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

For the three and nine months ended September 30, 2013, revenue from the Company’s email marketing product alone as a percentage of total revenue was approximately 84%. For the three and nine months ended September 30, 2012, revenue from the Company’s email marketing product alone as a percentage of total revenue was approximately 85% and 86%, respectively. No customer accounted for more than 10% of total revenue during these periods.

Goodwill and Acquired Intangible Assets

The Company records goodwill when consideration paid in a business acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but rather is tested for impairment annually or more frequently if facts and circumstances warrant a review. The Company performs its annual assessment for impairment of goodwill on November 30^th and has determined that there is a single reporting unit for the purpose of conducting this annual goodwill impairment assessment.

Intangible assets are recorded at their estimated fair values at the date of acquisition. The Company amortizes acquired intangible assets over their estimated useful lives based on the pattern of consumption of the economic benefits or, if that pattern cannot be readily determined, on a straight-line basis.

Software and Web Site Development Costs

Research and development costs are expensed as incurred and primarily include salaries, fees to consultants and other related costs. Relative to development costs of its on-demand products and website, the Company capitalizes certain direct costs to develop functionality as well as certain upgrades and enhancements that are probable to result in additional functionality. The costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized as part of property and equipment until the software is substantially complete and ready for its intended use. Capitalized software is amortized over a three-year period in the expense category to which the software relates.

6

Foreign Currency Translation

The functional currency of the Company’s UK operations is deemed to be the British pound. Accordingly, the assets and liabilities of the Company’s UK subsidiary are translated into United States dollars using the period-end exchange rate, and income and expense items are translated using the average exchange rate during the period. Cumulative translation adjustments are reflected as a separate component of stockholders’ equity. Foreign currency transaction gains and losses are charged to other income (expense) and were not material to the Company’s operations.

Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss), as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. The Company’s only elements of other comprehensive income (loss) are unrealized gains and losses on available-for-sale securities and translation adjustments.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the time of acquisition to be cash equivalents. The Company also considers receivables related to customer credit card purchases of $3,593 and $2,509 at September 30, 2013 and December 31, 2012, respectively, to be equivalent to cash. Cash equivalents are stated at fair value.

Marketable Securities

The Company’s marketable securities are classified as available-for-sale and are carried at fair value with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Realized gains and losses and declines in value judged to be other than temporary are included as a component of interest income and other income (expense), net based on the specific identification method.

At September 30, 2013, marketable securities by security type consisted of:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
U.S. Treasury Notes	$	15,050	$	19	$	—		$	15,069
Corporate and Agency Bonds		9,816		5		(1	)		9,820
Commercial Paper		999		—		—			999
Total	$	25,865	$	24	$	(1	)	$	25,888

At September 30, 2013, marketable securities consisted of investments that mature within one year with the exception of one government bond and four corporate and agency bonds with a fair value of $12,133 that mature within two years.

At December 31, 2012, marketable securities by security type consisted of:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
U.S. Treasury Notes	$	10,138	$	20	$	—	$	10,158
Corporate and Agency Bonds		12,675		1		—		12,676
Certificates of Deposit		1,000		—		—		1,000
Commercial Paper		1,898		—		—		1,898
Total	$	25,711	$	21	$	—	$	25,732

7

Fair Value of Financial Instruments

Certain assets and liabilities are carried at fair value under GAAP. 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 must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable, is 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 tables present the Company’s fair value hierarchy for its cash equivalents and marketable securities, which are measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012:

	Fair Value Measurements at September 30, 2013 Using
	Level 1		Level 2		Level 3		Total
Financial Assets:
Money Market Instruments	$	38,311	$	—	$	—	$	38,311
U.S. Treasury Notes		15,069		—		—		15,069
Corporate and Agency Bonds		—		9,820		—		9,820
Commercial Paper		—		999		—		999
Total	$	53,380	$	10,819	$	—	$	64,199

	Fair Value Measurements at December 31, 2012 Using
	Level 1		Level 2		Level 3		Total
Financial Assets:
Money Market Instruments	$	38,320	$	—	$	—	$	38,320
U.S. Treasury Notes		10,158		—		—		10,158
Corporate and Agency Bonds		—		12,676		—		12,676
Certificates of Deposit		—		1,000		—		1,000
Commercial Paper		—		1,898		—		1,898
Total	$	48,478	$	15,574	$	—	$	64,052

The Company has a contingent consideration liability associated with the acquisition of SinglePlatform, Corp. (“SinglePlatform”) in June 2012, which has been assessed at $0 as of September 30, 2013 (see Note 3). Contingent consideration is measured at fair value and is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of the contingent consideration liability uses assumptions and estimates to forecast a range of outcomes for the contingent consideration. The Company assesses these assumptions and estimates on a quarterly basis as additional data impacting the assumptions is obtained. Changes in the fair value of the contingent consideration liability related to updated assumptions and estimates are recognized within the consolidated statements of operations.

The significant unobservable inputs used in the fair value measurement of contingent consideration are the probabilities of successful achievement of the targeted revenues, the six-month periods in which the revenues are expected to be achieved and the discount rate. Increases or decreases in any of the forecasted scenarios or probabilities of success would result in a higher or lower fair value measurement, respectively. Increases or decreases in the actual achievement of milestones in the relevant period as compared to the estimated achievement would result in a higher or lower fair value measurement, respectively.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of the assets or, where applicable and if shorter, over the lease term. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is credited or charged to the statement of operations. Repairs and maintenance costs are expensed as incurred.

8

Estimated useful lives of assets are as follows:

Computer equipment	3 years
Software	3 years
Furniture and fixtures	5 years
Leasehold improvements	Shorter of life of lease or estimated useful life

Long-Lived Assets

The Company reviews the carrying values of its long-lived assets for possible impairment when events or changes in circumstance indicate that the related carrying amount may not be recoverable. Undiscounted cash flows are compared to the carrying value and when required, impairment losses on assets to be held and used are recognized based on the excess of the asset’s carrying amount over the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of unrestricted common shares outstanding for the period.

Diluted net income (loss) per share is computed by dividing net income (loss) by the sum of the weighted average number of unrestricted common shares outstanding during the period and the weighted average number of potential common shares from the assumed exercise of stock options and the vesting of shares of restricted common stock and restricted stock units using the “treasury stock” method when the effect is not anti-dilutive.

The following is a summary of the shares used in computing diluted net income per share:

	Three months ended September 30,				Nine months ended September 30,
	2013		2012		2013		2012
	(In thousands)
Weighted average shares used in calculating basic net income per share		30,696		30,466		30,672		30,339
Stock options		490		455		381		667
Warrants		1		1		1		1
Unvested restricted stock and restricted stock units		137		35		86		36
Shares used in computing diluted net income per share		31,324		30,957		31,140		31,043

The following common stock equivalents were excluded from the computation of diluted net income per share because they had an anti-dilutive impact as the proceeds under the treasury stock method were in excess of the average fair market value for the period:

	Three months ended September 30,				Nine months ended September 30,
	2013		2012		2013		2012
	(In thousands)
Options to purchase common stock		3,352		3,818		4,184		2,979
Unvested restricted stock and restricted stock units		241		110		174		78
Total options exercisable into common stock, restricted stock units issuable in common stock and restricted stock		3,593		3,928		4,358		3,057

Advertising Expense

The Company expenses advertising costs as incurred.

Accounting for Stock-Based Compensation

The Company values all stock-based compensation, including grants of stock options, restricted stock and restricted stock units, at fair value on the date of grant, and expenses the fair value over the applicable service period. The straight-line method is applied to all grants with service conditions, while the graded vesting method is applied to all grants with both service and performance conditions.

9

Income Taxes

Income taxes are provided for tax effects of transactions reported in the financial statements and consist of income taxes currently due plus deferred income taxes related to timing differences between the basis of certain assets and liabilities for financial statement and income tax reporting purposes. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance is provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed “more-likely-than-not” to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement.

Segment Data

The Company manages its operations as a single segment for purposes of assessing performance and making operating decisions. Revenue is generated predominately in the U.S. and all significant assets are held in the U.S.

3. Acquisitions

CardStar

On January 13, 2012, the Company acquired by merger all of the outstanding capital stock of CardStar, Inc. (“CardStar”) for a cash purchase price of $5,750. CardStar is a leading developer of mobile applications that extend the use of loyalty cards and mobile coupons among consumers. The Company purchased CardStar in order to accelerate its entrance into the mobile marketing and loyalty space.

The Company allocated the purchase price as follows:

Purchased technology	$	624
Net deferred tax assets		553
Goodwill		4,573
Total assets acquired	$	5,750

The purchased technology was valued using the cost to replace method and has an estimated economic life of three years.

Goodwill was recognized for the excess purchase price over the fair value of the assets acquired. Goodwill is primarily attributable to CardStar’s knowledge of mobile applications and coupons and loyalty cards. Goodwill from the CardStar acquisition will be included within the Company’s one reporting unit and is included in the Company’s enterprise-level annual review for impairment. Goodwill resulting from the acquisition of CardStar is not deductible for tax purposes. The operations of CardStar prior to the acquisition were not material to the consolidated results of the Company.

SinglePlatform

On June 12, 2012, the Company acquired by merger all of the outstanding capital stock of SinglePlatform. SinglePlatform provides small businesses a single place to update their business information and delivers that information across its publishing network. The Company purchased SinglePlatform in order to expand its product offerings consistent with its strategy of helping small organizations acquire new customers. The purchase price of $75,009 reflected a cash payment of $62,857 and a liability of $12,152 representing the fair value of contingent consideration of up to $30,000 payable to the former shareholders of SinglePlatform upon achievement by SinglePlatform of certain revenue targets. These revenue targets are measured in six-month intervals from July 1, 2012 to June 30, 2014. If such targets are achieved, the consideration is payable in cash. At the acquisition date, the Company’s estimate of the undiscounted range of outcomes for the contingent consideration was $0 to $21,095 based on a probability weighted estimate of future revenue. Using a discounted cash flow method, the Company recorded an estimated liability of $12,152 as of the acquisition date. This liability was subsequently reduced to $0 by December 31, 2012 based on actual results and revised forecasts. The first two revenue targets, assessed at December 31, 2012 and June 30, 2013, respectively, were not met and, as of September 30, 2013, the maximum amount of contingent consideration payable is $15,000. The Company will continue to assess the probability that the remaining revenue targets will be met and at what level, and any subsequent changes in the estimated fair value of the liability will be reflected in earnings until the liability is fully settled.

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The following table summarizes the purchase price for SinglePlatform and the allocation of the purchase price:

Purchase consideration:
Total cash paid, net of cash acquired	$	62,546
Cash acquired		311
Fair value of contingent consideration		12,152
Total purchase price consideration	$	75,009
Assets acquired and liabilities assumed:
Cash	$	311
Accounts receivable		48
Prepaid expenses and other current assets		60
Property and equipment		14
Identifiable intangible assets		4,760
Other assets		91
Net deferred tax assets		72
Goodwill		71,997
Total assets acquired		77,353
Accounts payable, accrued expenses and other current liabilities		(1,734	)
Deferred revenue		(610	)
Total liabilities assumed		(2,344	)
Total allocation of purchase price consideration	$	75,009

The developed technology and the customer and publisher relationships were valued using the cost to replace method. The trade name was valued using the relief from royalty method. Acquired intangible assets are amortized over their estimated useful lives based on the pattern of consumption of the economic benefits or, if that pattern cannot be readily determined, on a straight-line basis. The following table presents the estimated fair values and useful lives of identifiable intangible assets acquired:

	Amount		Weighted Average Useful Life
			(in years)
Developed technology	$	850	3
Customer relationships		2,630	3.75
Publisher relationships		710	5
Trade name		570	5
Total identifiable intangible assets	$	4,760	3.95

Goodwill was recognized for the excess purchase price over the fair value of the net assets acquired. Goodwill is primarily attributable to the workforce of the acquired business (which is not eligible for separate recognition as an identifiable intangible asset) and the expected synergistic benefits of being able to market SinglePlatform’s product to the Company’s customer base and being able to market the Company’s products to SinglePlatform’s customer base. Goodwill from the SinglePlatform acquisition is included within the Company’s one reporting unit and is included in the Company’s enterprise-level annual review for impairment. Goodwill resulting from the acquisition of SinglePlatform is not deductible for tax purposes.

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The following table presents the pro forma results of the historical consolidated statements of operations of the Company and SinglePlatform for the nine months ended September 30, 2012, giving effect to the merger as if it occurred on January 1, 2011:

	Nine months ended September 30, 2012
Pro forma revenue	$	186,320
Pro forma net income	$	4,794

Pro forma data was not presented for the three months ended September 30, 2012 or the three or nine months ended September 30, 2013, as the acquisition was fully reflected in the results for those periods. The pro forma net income presented primarily includes adjustments for amortization, interest income and income taxes. This pro forma information does not purport to indicate the results that would have actually been obtained had the acquisition been completed on the assumed date, or which may be realized in the future.

Transaction costs related to acquisitions were $74 and $796 for the three and nine months ended September 30, 2012, respectively, which the Company recorded as acquisition costs and other related charges. The operating expenses of the acquired entities have been included in the consolidated financial statements beginning on their respective acquisition dates but have not been disclosed as the Company does not account for the results of the acquired entities separate from its own results.

4. Goodwill and Acquired Intangible Assets

The carrying amount of goodwill was $95,505 at September 30, 2013 and December 31, 2012. Goodwill is not amortized, but instead is reviewed for impairment at least annually in the fourth quarter or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired.

Intangible assets consist of the following:

			September 30, 2013						December 31, 2012
	Estimated Useful Life		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology		3 years	$	4,357	$	2,054	$	2,303	$	4,357	$	1,222	$	3,135
Customer relationships		3.75 years		3,315		1,621		1,694		3,315		822		2,493
Publisher relationships		5 years		710		189		521		710		83		627
Trade name		5 years		570		152		418		570		67		503
			$	8,952	$	4,016	$	4,936	$	8,952	$	2,194	$	6,758

The Company amortizes the intangible assets over the estimated useful lives noted above. Amortization of the developed technology and publisher relationships assets is on a straight-line basis as the pattern of consumption of the economic benefits of the intangible assets cannot be reliably determined. The Company also amortizes the trade name asset over its estimated useful life on a straight-line basis as the straight-line basis is not materially different than the pattern of consumption of economic benefit basis. Customer relationships are amortized over their useful life based on the pattern of consumption of economic benefit of the asset. Amortization commences once the asset has been placed in service. Amortization expense for intangible assets was $596 and $637 for the three months ended September 30, 2013 and 2012, respectively. Amortization expense for intangible assets was $1,822 and $1,093 for the nine months ended September 30, 2013 and 2012, respectively. Amortization relating to developed technology and publisher relationships is recorded within cost of revenue and amortization of customer relationships and trade name is recorded within sales and marketing expense. Future estimated amortization expense as of September 30, 2013 is as follows:

Remainder of 2013	$	581
2014		2,196
2015		1,583
2016		470
2017		106
Total	$	4,936

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5. Stockholders’ Equity and Stock-Based Compensation

Share Repurchase Program

In the second quarter of 2013, the Board of Directors authorized the repurchase of up to $20,000 of the Company’s common stock through December 31, 2013. Under the authorization, the Company can repurchase shares in the open market, which may include the use of 10b5-1 trading plans, or through privately negotiated transactions. The timing and amount of repurchases, if any, will depend upon several factors, including market and business conditions. Share repurchases may be suspended or discontinued at any time. The Company intends to fund repurchases from its cash and cash equivalents.

During the three months ended September 30, 2013, the Company repurchased 150,000 shares at an average price of $19.40 per share. The cumulative amount of shares repurchased since the plan was put in place in the second quarter of 2013 is 250,000 shares at an average price of $18.11 per share. These shares were retired and accounted for as a reduction to stockholders’ equity in the Company’s condensed consolidated balance sheet.

Stock-Based Awards

Stock Incentive Plan

The Company’s 2011 Stock Incentive Plan (the “2011 Plan”) permits the Company to make grants of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights and other stock-based awards with a maximum term of seven years. These awards may be granted to the Company’s employees, officers, directors, consultants and advisors. The Company reserved 4,200,000 shares of its common stock for issuance under the 2011 Plan. Additionally, per the terms of the 2011 Plan, shares of common stock previously reserved for issuance under the 2007 Stock Incentive Plan as well as shares reserved for outstanding awards under both the 2007 Stock Incentive Plan and the 1999 Stock Option/Stock Issuance Plan for which the awards are cancelled, forfeited, repurchased or otherwise result in common stock not being issued will be added to the number of shares available for issuance under the 2011 Plan. Awards that are granted with a per share or per unit purchase price less than 100% of fair market value as of the date of grant (e.g., restricted stock and restricted stock unit awards) shall count towards the total number of shares reserved for issuance under the 2011 Plan on a two-for-one basis. As of September 30, 2013, 1,710,353 shares of common stock were available for issuance under the 2011 Plan.

The Company’s 2012 Inducement Award Plan (the “2012 Inducement Plan”) provides for the grant of nonstatutory stock options and restricted stock unit awards as an inducement to an individual entering into employment with the Company or in connection with an acquisition. The Company may issue up to an aggregate of 257,780 shares of common stock pursuant to the 2012 Inducement Plan, subject to adjustment in the event of stock splits and other similar events. Shares issued under the 2012 Inducement Plan may consist in whole or in part of authorized but unissued shares or may be issued shares that the Company has reacquired (provided that open market purchases of shares using the proceeds from the exercise of awards do not increase the number of shares available for future grants). Options granted under the 2012 Inducement Plan must be granted at an exercise price that is not less than 100% of the fair market value of the common stock on the date of grant and may not be granted for a term in excess of seven years. If an award granted under the 2012 Inducement Plan expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part (including as the result of shares of common stock subject to such award being repurchased by the Company) or otherwise results in any common stock not being issued, the unused common stock covered by such award will become available for issuance pursuant to a new award under the 2012 Inducement Plan. As of September 30, 2013, there were 38,784 shares of common stock available for issuance under this plan.

The Company applies the fair value recognition provisions for all stock-based awards granted or modified in accordance with authoritative guidance. Under this guidance the Company records compensation costs over the requisite service period of the award based on the grant-date fair value. The straight-line method is applied to all grants with service conditions, while the graded vesting method is applied to all grants with both service and performance conditions.

Restricted Stock Units

Upon vesting, restricted stock units entitle the holder to one share of common stock for each restricted stock unit. All restricted stock units currently granted have been classified as equity instruments as their terms require settlement in shares. The Company has outstanding restricted stock units with service-based vesting conditions, service and performance-based vesting conditions and market-based vesting conditions.

Restricted stock units with service-based vesting and service-based and performance-based vesting conditions are valued on the grant date using the grant date market price of the underlying shares. Service-based vesting restrictions lapse over periods generally ranging from two to four years. Restricted stock units with both service-based and performance-based vesting conditions consist of restricted stock units which vest upon the achievement of at least two years of service and a targeted revenue run rate of $500,000 (the “Revenue RSUs”).

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The Revenue RSUs will vest upon the achievement of both (i) a performance condition and (ii) a service condition. The performance condition will be satisfied if the Company achieves a specified quarterly revenue target over a specified measurement period. To satisfy the service condition, the employee must remain employed by the Company until the later of the applicable performance determination date and the second anniversary of the date of grant. The number of Revenue RSUs that will vest upon the achievement of the performance condition and the service condition will vary based on when the performance condition is satisfied, from a maximum of 100% of the number of target shares to a threshold of 25% of the number of target shares with no vesting, absent certain circumstances in a change of control of the Company, if the threshold is not achieved. If the revenue targets are not achieved by March 31, 2017, the Revenue RSUs will expire unvested. The Company also has outstanding a small number of restricted stock units with other performance based vesting criteria.

Restricted stock units with market-based vesting conditions consist of restricted stock units which vest upon achievement of a Total Shareholder Return target (the “TSR units”) measured over a three-year period that commenced December 4, 2012. The number of TSR units that will vest upon achievement of the Total Shareholder Return target will vary based on the level of achievement from a maximum of 125% of the target shares to a threshold of 50% of the target shares with no vesting, absent certain circumstances in a change of control of the Company, if the threshold requirement is not achieved or the employee is no longer with the Company at the end of the three-year period. The TSR units are valued using a Monte Carlo simulation model. The number of awards expected to be earned, based on achievement of the TSR market condition, is factored into the grant date Monte Carlo valuation for the TSR unit. Compensation cost is recognized regardless of the eventual number of awards that are earned based on the market condition and is recognized on a straight-line basis over the requisite service period.

Stock Purchase Plan

Under the Company’s 2007 Employee Stock Purchase Plan, as amended (the “Purchase Plan”), participating employees may elect to purchase shares of the Company’s common stock according to the terms of the offering during six-month offering periods that begin on January 1 and July 1 of each year. Prior to July 1, 2013, the per share purchase price for each offering was equal to 85% of the closing market price of the Company’s common stock on the last day of the offering period. Starting with the offering period that began on July 1, 2013, the per share purchase price for offerings is equal to the lesser of 85% of the closing market price of the Company’s common stock on the first day or last day of the offering period. On May 22, 2013, the Company’s stockholders approved an amendment to the Purchase Plan that increased the number of shares of common stock available for issuance under the Purchase Plan by 350,000. As of September 30, 2013, 425,158 shares of common stock are available under the Purchase Plan for issuance to participating employees.

Stock-Based Compensation Expense

The Company recognized stock-based compensation expense on all awards in the following expense categories:

	Three months ended September 30,				Nine months ended September 30,
	2013		2012		2013		2012
Cost of revenue	$	464	$	465	$	1,355	$	1,294
Research and development		761		897		2,509		2,720
Sales and marketing		818		1,024		2,937		2,695
General and administrative		1,430		1,386		4,343		4,138
	$	3,473	$	3,772	$	11,144	$	10,847

Additionally, the Company capitalized $128 and $287 of stock-based compensation related to the development of internal use software for the three months ended September 30, 2013 and 2012, respectively, and $351 and $730 of stock-based compensation expense related to the development of internal use software for the nine months ended September 30, 2013 and 2012, respectively.

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6. Income Taxes

Income tax is related to federal, state, and to a lesser extent, foreign tax obligations. The Company’s effective tax rate may vary from period to period based on changes in estimated taxable income or loss, changes to federal, state or foreign tax laws, deductibility of certain costs and expenses, and as a result of acquisitions.

For the three months ended September 30, 2013, the Company recorded an income tax expense of $2,215. For the nine months ended September 30, 2013, the Company recorded an income tax benefit of $266. The income tax benefit for the nine months ended September 30, 2013 was due to the 2012 federal research and development credit, which was treated as a discrete item. The American Taxpayer Relief Act of 2012 (the “Act”), was enacted on January 2, 2013. The Act retroactively reinstated the federal research and development credit from January 1, 2012. The effect of the change in the tax law related to 2012 was $1,324, which was recognized as a benefit in the first quarter of 2013, the quarter in which the law was enacted.

For the three and nine months ended September 30, 2012, the Company recorded an income tax expense of $1,978 and $1,535, respectively. The Company’s estimated effective tax rate for 2012, which was applied to the Company’s income before income taxes for the three and nine months ended September 30, 2012, varied from the statutory tax rate due to the book expense related to incentive stock options, which is non-deductible for tax purposes, offset by the change in fair value of contingent consideration, which was treated as a discrete item, and state research and development credits, both of which reduced the Company’s tax expense.

The Company had net deferred tax assets of $11,985 at December 31, 2012, which increased to $12,269 at September 30, 2013. The Company has not recorded any amounts for unrecognized tax benefits as of September 30, 2013 or December 31, 2012. As of September 30, 2013 and December 31, 2012, the Company had no accrued interest or tax penalties recorded.

7. Accrued Expenses

	September 30, 2013		December 31, 2012
Payroll and payroll related	$	5,862	$	3,800
Licensed software and maintenance		1,197		1,627
Marketing programs		2,785		1,197
Other accrued expenses		5,648		4,179
	$	15,492	$	10,803

8. Commitments and Contingencies

Office Leases

The Company has a lease for its headquarters space in Waltham, Massachusetts (the “Lease”) that is effective through September 2022 with one ten-year extension option. The Lease includes space the Company is currently occupying as well as space that will be made available at various points in time during the term.

The Company leases office space for a sales and support office in Colorado under a lease agreement effective through April 2019 with three three-year extension options. The Company also leases small amounts of general office space in Florida, New York, California and the UK under lease agreements that expire at various dates through 2018.

Lease incentives, payment escalations and rent holidays specified in the lease agreements are accrued or deferred as appropriate such that rent expense per square foot is recognized on a straight-line basis over the terms of occupancy.

At September 30, 2013, the Company had both prepaid rent and accrued rent balances related to its office leases. The prepaid rent balance was $1,309 at September 30, 2013, of which $281 was included in prepaid expenses and other current assets and $1,028 was included in other assets. The accrued rent balance was $2,160 at September 30, 2013, of which $333 was included in accrued expenses and $1,827 was included in other long-term liabilities. At December 31, 2012, the Company had both prepaid rent and accrued rent balances related to its office leases. The prepaid rent balance was $1,725 at December 31, 2012, of which $302 was included in prepaid expenses and other current assets and $1,423 was included in other assets. The accrued rent balance was $2,154 at December 31, 2012, of which $282 was included in accrued expenses and $1,872 was included in other long-term liabilities.

Total rent expense under office leases was $2,069 and $1,893 for the three months ended September 30, 2013 and 2012, respectively. Total rent expense under office leases was $6,022 and $5,058 for the nine months ended September 30, 2013 and 2012, respectively.

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As of September 30, 2013, future minimum lease payments under non-cancellable office leases are as follows:

Remainder of 2013	$	1,691
2014		8,116
2015		9,100
2016		10,147
2017		10,153
Thereafter		40,701
Total	$	79,908

Third-Party Hosting Agreements

The Company has agreements with two vendors to provide specialized space and equipment and related services from which the Company hosts its software applications.

Payment escalations and rent holidays specified in these agreements are accrued or deferred as appropriate such that rent expense per square foot is recognized on a straight-line basis over the terms of occupancy. At September 30, 2013 and December 31, 2012, the Company had both prepaid rent and accrued rent balances related to its hosting agreements. At September 30, 2013, the Company had prepaid rent of $916, of which $324 was included in prepaid expenses and other current assets and $592 was included in other assets. The accrued rent balance of $169 at September 30, 2013 was included in other long-term liabilities. At December 31, 2012, the Company had prepaid rent of $1,120, of which $259 was included in prepaid expenses and other current assets and $861 was included in other assets and accrued rent of $138 which was included in other long-term liabilities. Total rent expense under hosting agreements was $996 and $1,067 for the three months ended September 30, 2013 and 2012, respectively. Total rent expense under hosting agreements was $3,001 and $2,967 for the nine months ended September 30, 2013 and 2012, respectively. The agreements include payment commitments that expire at various dates through mid-2017. As of September 30, 2013, future minimum payments under the hosting agreements are as follows:

Remainder of 2013	$	988
2014		3,828
2015		3,938
2016		4,049
2017		775
Total	$	13,578

Vendor Commitments

As of September 30, 2013, the Company had issued both cancellable and non-cancellable purchase orders to various vendors and entered into contractual commitments with various vendors totaling $22,874 related primarily to marketing programs and other non-marketing goods and services to be delivered over the next twelve months.

Letters of Credit and Restricted Cash

As of September 30, 2013 and December 31, 2012, the Company maintained a letter of credit totaling $1,300 and $750, respectively, for the benefit of the landlord of the Company’s corporate headquarters lease. The landlord can draw against the letter of credit in the event of default by the Company. The Company was required to maintain a cash balance of at least $1,300 and $750 as of September 30, 2013 and December 31, 2012, respectively, to secure the letter of credit. These amounts were classified as restricted cash in the balance sheet at September 30, 2013 and December 31, 2012.

Contingent Consideration

The former shareholders of SinglePlatform are eligible to receive consideration of up to $15,000, which is contingent upon the achievement of certain revenue targets achieved through June 30, 2014, measured in six-month intervals. If such conditions are achieved, the consideration is payable in cash. The Company does not believe the revenue targets will be met. Accordingly, the Company’s accrual for this contingency as of September 30, 2013 and December 31, 2012 was $0.

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Indemnification Obligations

The Company enters into standard indemnification agreements with the Company’s channel partners and certain other third parties in the ordinary course of business. Pursuant to these agreements, the Company indemnifies and agrees to reimburse the indemnified party for losses incurred by the indemnified party in connection with certain intellectual property infringement and other claims by any third party with respect to the Company’s business and technology. Based on historical information and information known as of September 30, 2013, the Company does not expect it will incur any significant liabilities under these indemnification agreements.

Legal Matters

On August 7, 2012, two former employees, on behalf of themselves and all other similarly situated individuals (collectively, the “FLSA Plaintiffs”), filed a complaint in the U.S. District Court for the District of Massachusetts that named the Company as a defendant in a lawsuit. The complaint, which was served on the Company on August 9, 2012, alleges that the Company violated the Fair Labor Standards Act and the Massachusetts overtime law with respect to certain current and former sales employees. The FLSA Plaintiffs seek an award for damages in an unspecified amount. The Company and counsel for the FLSA Plaintiffs participated in a court-sanctioned mediation session with an independent mediator in March 2013 and, during the three months ended March 31, 2013; the Company recorded an accrual of $820. In July 2013, the Company and the FLSA Plaintiffs executed a settlement agreement that will terminate the litigation and settle all pending claims against the Company in exchange for an aggregate payment of $800. The U.S. District Court has approved the settlement on a preliminary basis. Final approval is expected in the fourth quarter of 2013. Following final approval, the Company will pay the settlement amount. As of September 30, 2013, the Company had an accrual of $820 related to this matter.

On September 24, 2012, RPost Holdings, Inc., RPost Communications Limited and RMail Limited (collectively, “RPost”) filed a complaint in the U.S. District Court for the Eastern District of Texas that named the Company as a defendant in a lawsuit. The complaint, which was served on the Company on December 26, 2012, alleges that certain elements of the Company’s email marketing technology infringe five patents held by RPost. RPost seeks an award for damages in an unspecified amount and injunctive relief. On February 11, 2013, RPost amended its complaint to name five of the Company’s partners as defendants. Under the Company’s contractual agreements with these partners, the Company is obligated to indemnify them for claims related to patent infringement. The Company has filed a motion to sever and stay the claims against its partners and multiple motions to dismiss the claims against the Company. This litigation is in its very early stages. As a result, neither the ultimate outcome of this litigation nor an estimate of a probable loss or any reasonably possible losses can be assessed at this time. Nevertheless, the Company believes that it has meritorious defenses to any claim of infringement and intends to defend itself vigorously.

On November 14, 2012, the Company filed a complaint in the U.S. District Court for the District of Delaware against Umbanet, Inc. (“Umbanet”) seeking a declaratory judgment that two patents held by Umbanet (the “Umbanet Patents”) are not infringed by a customer’s use of the Company’s email marketing product and that such patents are invalid (the “Delaware Case”). The Company filed the Delaware Case in response to a complaint filed by Umbanet in the U.S. District Court for the District of New Jersey against one of the Company’s customers alleging that the customer’s use of the Company’s email marketing product infringed the Umbanet Patents (the “New Jersey Case”). Umbanet has filed a motion in the Delaware Case seeking to dismiss the complaint or, in the alternative, stay the case pending resolution of the New Jersey Case. The Company filed a motion in the New Jersey Case seeking to stay the case pending resolution of the Delaware Case. These litigation matters are in a very early stage. As a result, neither the ultimate outcome of these matters nor an estimate of a probable loss or any reasonably possible losses can be assessed at this time. Nevertheless, the Company believes that it has meritorious defenses to any claim of infringement and intends to pursue these matters vigorously.

On March 7, 2013, CreateAds LLC (“CreateAds”) filed a complaint in the U.S. District Court for the District of Delaware that named the Company as a defendant in a lawsuit. The complaint, which was served on the Company on March 8, 2013, alleges that certain elements of the Company’s email marketing technology infringe a patent held by CreateAds. CreateAds seeks an award for damages in an unspecified amount and injunctive relief. The Company has filed a motion to dismiss the complaint. This litigation is in its very early stages. As a result, neither the ultimate outcome of this matter nor an estimate of a probable loss or any reasonably possible losses can be assessed at this time. Nevertheless, the Company believes that it has meritorious defenses to any claim of infringement and intends to defend itself vigorously.

The Company is from time to time subject to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of its business. While the outcome of these other claims cannot be predicted with certainty, management does not believe that the outcome of any of these other legal matters will have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

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Other taxes

A town tax assessor’s office has requested remittance of uncollected personal property taxes for 2008 through the current period. The town has assessed taxes for certain years and indicated that it would complete an audit of the Company’s assets held in that town for the other years. The Company does not believe the assessed amounts are appropriate based on the value of the assets and is in the process of filing abatements to appeal the assessments. The Company has estimated it owes personal property taxes of $664, of which $181 has been paid to the town in 2013 and $483 has been accrued as of September 30, 2013. The Company has estimated a range of losses related to this matter of $664 to $1,216. There can be no certainty that the Company’s appeals will be successful.

During the three months ended September 30, 2013, the Company recorded a reduction to general and administrative expenses of $176 related to overpayments of sales taxes made in the first and second quarters of 2013. The Company intends to file an amended sales tax return to claim these overpayments as a refund. Approximately $52 of the overpayment was paid and expensed in the first quarter of 2013 and $124 was paid and expensed in the second quarter of 2013. Because the amounts involved were not material to the Company’s financial statements in any individual quarterly period and the cumulative amount relates to 2013, the Company recorded the cumulative amount to correct these items in the three months ended September 30, 2013.

9. 401(k) Savings Plan

The Company has a defined contribution savings plan under Section 401(k) of the Internal Revenue Code of 1986, as amended. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions to the plan may be made at the discretion of the Board of Directors. The Company elected to make matching contributions for the plan years ending December 31, 2013 and 2012 at a rate of 100% of each employee’s contribution up to a maximum matching contribution of 3% of the employee’s compensation and at a rate of 50% of each employee’s contribution in excess of 3% up to a maximum of 5% of the employee’s compensation.

Through September 30, 2013 and 2012, the Company made matching contributions of $2,154 and $1,821 for the plan years ended December 31, 2013 and 2012, respectively.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2012 included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission, or SEC, on February 28, 2013. This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Such forward-looking statements are subject to risks, uncertainties and other 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 discussed in the section titled “Risk Factors,” set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and elsewhere in this report. The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report on Form 10-Q.

Executive Overview

We are a leading provider of online marketing tools that are designed for small organizations, including businesses, associations and non-profits. We seek to help our customers succeed by creating and growing their customer and member relationships through our easy-to-use products combined with education, support, KnowHow^® and coaching, all of which allow our customers to create and grow their customer relationships. Our tools include our email marketing, social media marketing, event marketing, local deals and survey products. In June 2012, we began offering a distribution platform for online listings following our acquisition of SinglePlatform, Corp., or SinglePlatform.

We market our products and acquire our customers through a variety of sources including online marketing, such as search engines and advertising on online networks and other websites, offline marketing through television and radio advertising, local seminars, relationships with our partners, referrals from our growing customer base, general brand awareness and a link to our website in the footer of substantially all of the emails sent by our customers.

We have grown rapidly since launching our first on-demand product in 2000. We ended the third quarter of 2013 with approximately 585,000 unique paying customers and had revenue for the nine months ended September 30, 2013 of $210 million.

Our business strategy is to expand beyond email marketing to provide an integrated multi-product offering that drives higher customer lifetime value. We believe increasing our customer’s lifetime value will be a key contributor to our continued success. To drive lifetime value we will continue to focus on acquiring customers in a cost-effective manner, increasing average revenue per customer through cross-selling and increased product usage and improving customer retention rates.

Recent highlights include:

• Introduced our new contact management functionality and have been rolling out that functionality in a phased manner to all of our customers. This enhanced functionality enables small businesses to have additional views of their contacts and allows them to run targeted campaigns to specific segments of their contact list. It also allows customers to track and manage engagement over time, across all of our different campaign types and to build and store contact lists without having a contact’s email address.

• Launched several enhancements to our mobile marketing integration tools, including mobile email list building and location-aware text check-ins, as well as Android^® and iOS versions of our MyLibrary Plus application.

• Rolled out our new in-product messaging center. We can now run targeted marketing campaigns to small businesses, based on specific demographic and behavioral characteristics. We also continue to test different pricing and packaging opportunities for our existing tools.

• In April 2013, announced that Yelp^® is part of our SinglePlatform network of publishers. Menu updates to Yelp will go live within 24 hours. In June 2013, we announced a partnership with GrubHub^®, a leading online and mobile food ordering service, to become a menu provider for GrubHub’s AllMenus.com and integrate GrubHub’s online ordering platform into SinglePlatform menus.

• Launched new programs with Staples and Microsoft. In partnership with Staples we will work to educate small businesses and non-profits across the country with free in-store marketing workshops. Jointly with Microsoft, we are launching an educational

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program to provide best online marketing practices seminars in Microsoft retail stores across North America. To further strengthen our partner network, we held our first ever conference for partners, OneCon, in Boston and San Francisco.

• In April 2013, announced a share repurchase program. Under the repurchase program, we are authorized to repurchase up to $20 million of our common stock through December 31, 2013. Shares may be repurchased from time to time in the open market or privately negotiated transactions in accordance with applicable securities and stock exchange rules. Through September 30, 2013, we have repurchased 250,000 shares of common stock at an average price of $18.11 per share.

Key Financial and Operating Metrics

In connection with the ongoing operation of our business, our management regularly reviews key financial and operating metrics. Given our growth strategy, we pay particular attention to customer lifetime value, customer acquisition metrics, trialer growth, customer attrition, success in cross-selling and growing customer list sizes, number of products per customer and average revenue per customer. We also consider other financial and operating metrics such as revenue, gross margin, expenses, customer satisfaction rates, average speed of answer for customer support calls, email deliverability rates and capital expenditures, among others. Management considers these financial and operating metrics critical to understanding and improving our business, reviewing our historical performance, benchmarking our performance versus other companies and identifying current and future trends, and for planning purposes.

In addition, we consider the following non-GAAP financial measures to be key indicators of our financial performance:

• “adjusted EBITDA,” which we define as GAAP net income (loss) before income taxes, interest income and other income (expense), depreciation and amortization, stock-based compensation, litigation contingency accrual and contingent consideration adjustment;

• “adjusted EBITDA margin,” which we define as adjusted EBITDA divided by revenue;

• “non-GAAP net income,” which we define as GAAP net income (loss) before the non-cash portion of income taxes, stock-based compensation expense, litigation contingency accrual and contingent consideration adjustment; and

• “free cash flow,” which we define as net cash flow from operating activities less acquisition of property and equipment.

We believe that these non-GAAP financial measures are useful to management and investors in evaluating our operating performance for the periods presented and provide a tool for evaluating our ongoing operations. These non-GAAP financial measures, however, are not a measure of financial performance under accounting principles generally accepted in the United States of America, or GAAP, and should not be considered a substitute for GAAP financial measures, including but not limited to net income (loss) or cash flows from operating, investing and financing activities and may not be comparable to similarly titled measures reported by other companies.

Certain Trends and Uncertainties

The following represents a summary of certain trends and uncertainties, which could have a significant impact on our financial condition and results of operations. This summary is not intended to be a complete list of potential trends and uncertainties that could impact our business in the long or short term. The summary should be considered along with the factors set forth under Part II, Item 1A “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.

• Our long term strategy is substantially dependent on our ability to continue to generate interest in our existing products and to enhance, expand and integrate our product offerings to serve the online marketing needs of small businesses, associations and non-profits. If we fail, our financial results could be adversely impacted.

• In connection with our acquisition of SinglePlatform, we have an obligation to the former shareholders of SinglePlatform to pay additional cash consideration of up to $15.0 million, contingent on the achievement of certain revenue targets through June 2014, measured in six-month intervals. Based on our assumptions and estimates related to our revenue forecasts we do not believe we will pay this additional consideration and have recorded no liability at September 30, 2013. We will continue to assess these assumptions and estimates on a quarterly basis. Changes in the estimated liability related to updated assumptions and estimates and to the actual revenue achievement will be recognized within the consolidated statements of operations. If our assumptions and estimates change significantly or if actual revenue achievement is significantly different than our estimates, our results of operations and cash flows could be materially affected. See also Note 3, Acquisitions, of the Notes to Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q. In addition, our operating results could be adversely impacted if we fail to successfully integrate SinglePlatform or if we fail to continue to successfully sell SinglePlatform’s product.

• We believe that given the size of our potential market and the relatively low barriers to entry, competition may increase. Increased competition could result from existing competitors, existing competitors that have been acquired by larger

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enterprises or new competitors that enter the market because of the potential opportunity. We will continue to closely monitor competitive activity and respond accordingly. Increased competition could have an adverse effect on our financial condition and results of operations.

• From time to time, we may be subject to various claims and lawsuits by partners, customers, or other parties arising in the ordinary course of business, including lawsuits alleging patent infringement. We are currently a party to actions that are described in Part II, Item 1 “Legal Proceedings” included elsewhere in this Quarterly Report on Form 10-Q. These matters can be time-consuming, divert management’s attention and resources and cause us to incur significant expenses. Furthermore, the results of any of these actions may have a material adverse effect on our results of operations, financial condition and cash flows.

• We believe that as we continue to grow revenue at expected rates, our cost of revenue and operating expenses, including sales and marketing, research and development and general and administrative expenses, will increase in absolute dollar amounts. For a description of the general trends we anticipate in various expense categories, see “Cost of Revenue and Operating Expenses” below.

Sources of Revenue

We derive our revenue principally from subscription fees from our customers. Our revenue is driven primarily by the number of paying customers and the subscription fees for our products and is not concentrated within any one customer or group of customers. In 2012, our top 100 customers accounted for less than 1% of our total revenue. We generally do not require our customers to commit to a contractual term; however, our customers are required to prepay for subscriptions on a monthly, semi-annual, or annual basis by providing a credit card or bank check. Fees are recorded initially as deferred revenue and then recognized as revenue on a daily basis over the prepaid subscription period.

We generate a small amount of revenue from ancillary services related to our products, which primarily consist of custom services and training. For our SaveLocal product, we charge a fee based on the number of deals sold by our customers and the value of the successful deal. We do not generate significant revenue from this product.

Cost of Revenue and Operating Expenses

We allocate certain occupancy and general office related expenses, such as rent, utilities, office supplies and depreciation of general office assets to cost of revenue and operating expense categories based on headcount. As a result, an occupancy expense allocation is reflected as personnel-related costs in cost of revenue and each operating expense category.

Cost of Revenue. Cost of revenue consists primarily of wages and benefits for software operations and customer support personnel, credit card processing fees, depreciation and amortization, and maintenance and hosting of our software applications underlying our product offerings. We allocate a portion of customer support costs relating to assisting trial customers to sales and marketing expense.

The expenses related to our hosted software applications are affected by the number of customers who subscribe to our products and the complexity and redundancy of our software applications and hosting infrastructure. We expect cost of revenue to increase in absolute dollars as we expect to increase our number of customers but to decrease as a percentage of revenue over time as we gain efficiencies created by our expected revenue growth and cost savings.

Research and Development. Research and development expenses consist primarily of wages and benefits for product strategy and development personnel. We have focused our research and development efforts on improving ease of use, functionality and technological scalability of our existing products as well as on the development of new product offerings. We primarily expense research and development costs. However, direct development costs related to software enhancements that add functionality are capitalized and amortized over their useful life. We expect that on an annual basis research and development expenses will continue to increase both in absolute dollars and as a percentage of revenue due to our expanded investment in our product roadmap during 2013. Over the longer term we expect our research and development expenses to increase in absolute dollars but decrease as a percentage of revenue as we expect to grow our revenue at a faster rate.

Sales and Marketing. Sales and marketing expenses consist primarily of advertising and promotional costs, wages and benefits for sales and marketing personnel, partner referral fees, the portion of customer support costs that relate to assisting trial customers and amortization of sales and marketing relating intangible assets. Advertising costs consist primarily of pay-per-click advertising with search engines, other online and offline advertising media, including television and radio advertisements, as well as the costs to create and produce these advertisements. Advertising costs are expensed as incurred. Promotional costs consist primarily of public relations, memberships and event costs. Additionally, sales and marketing expenses include costs related to our efforts to retain our customers and to cross-sell and increase usage of our products. In order to continue to grow our business and brand and category awareness, we expect that we will continue to commit substantial resources to our sales and marketing efforts. As a result, we expect that on an annual basis, sales and marketing expenses will increase in absolute dollars, but decrease as a percentage of revenue as we expect to grow our revenue at a faster rate.

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General and Administrative. General and administrative expenses consist primarily of wages and benefits for administrative, human resources, internal information technology support, finance, accounting and analytics personnel, professional fees, board compensation and expenses, certain taxes and other corporate expenses. In 2013, we also recorded a loss accrual related to litigation and a loss accrual related to estimated personal property taxes. We expect that general and administrative expenses will increase as we continue to add personnel in connection with the anticipated growth of our business and incur costs related to operating as a public company. We expect that our general and administrative expenses will increase both in absolute dollars and as a percentage of revenue in 2013 due to increased wage costs, particularly as they relate to analytics and business intelligence, increased costs associated with litigation and general increases related to the growth of our business. Over the longer term we expect our general and administrative expenses to decline as a percentage of revenue as we expect to grow our revenue at a faster rate.

Acquisition Costs and Other Related Charges. Acquisition costs and other related charges include expenses associated with third-party professional services we utilize related to the evaluation and execution of successful acquisitions. Acquisition costs and other related charges also include changes in the fair value of our contingent consideration liability recorded as the result of the SinglePlatform acquisition. This liability was measured at fair value on the acquisition date, and until the liability is settled, it must be remeasured to fair value at each reporting period, with the changes included in our results of operations. We will evaluate quarterly remeasurements of the fair value of this liability through June 2014, the last settlement date. We may also continue to incur acquisition costs and other related charges in future periods if we complete additional acquisitions.

Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with GAAP. The preparation of our financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, revenue, costs and expenses, and related disclosures. We believe that of our significant accounting policies, which are described in the notes to the condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC, the following accounting policies involve the most judgment and complexity:

• Revenue recognition;

• Income taxes;

• Goodwill and acquired intangible assets;

• Fair value of financial instruments;

• Software and website development costs; and

• Stock-based compensation.

Accordingly, we believe the policies set forth above are critical to fully understanding and evaluating our financial condition and results of operations. If actual results or events differ materially from the estimates, judgments and assumptions used by us in applying these policies, our reported financial condition and results of operations could be materially affected.

There have been no material changes in our critical accounting policies since December 31, 2012. For further information, please see the discussion of critical accounting policies included in our Annual Report on Form 10-K for the year ended December 31, 2012.

Results of Operations

Three Months Ended September 30, 2013 compared to Three Months Ended September 30, 2012

Revenue

	Three Months Ended September 30,
	2013		2012		Change
	(Dollars in thousands)
Revenue	$	72,039	$	63,846		13	%

Revenue increased by $8.2 million from 2012 to 2013. The increase resulted primarily from an approximately 10% increase in the number of average monthly customers and an approximately 3% increase in average revenue per customer. The increase in average revenue per customer was primarily due to an increase in average number of products per customer and to an increase in average customer list size. We expect our average revenue per customer to increase over time.

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Cost of Revenue

	Three Months Ended September 30,
	2013			2012			Change
	(Dollars in thousands)
Cost of revenue	$	20,478		$	18,722			9	%
Percent of revenue		28	%		29	%

Cost of revenue increased by $1.8 million from 2012 to 2013. The increase in absolute dollars resulted primarily from increased customer support personnel costs of $700,000 to support our customer growth and increased personnel costs of $302,000 in our operations group to manage our infrastructure. Depreciation, hosting and maintenance costs increased by $340,000 as a result of scaling and adding capacity to our hosting infrastructure. Merchant card fees also increased by $202,000 due to the higher volume of billing transactions.

Research and Development

	Three Months Ended September 30,
	2013			2012			Change
	(Dollars in thousands)
Research and development	$	12,133		$	9,776			24	%
Percent of revenue		17	%		15	%

Research and development expenses increased by $2.4 million from 2012 to 2013. The increase was due primarily to additional personnel-related costs as a result of our continued hiring of research and development employees and use of contractors, both to further develop and enhance our products.

Sales and Marketing

	Three Months Ended September 30,
	2013			2012			Change
	(Dollars in thousands)
Sales and marketing	$	24,608		$	24,881			(1	)%
Percent of revenue		34	%		39	%

Sales and marketing expenses decreased by $273,000 from 2012 to 2013. The decrease was largely due to a decrease in personnel-related costs of $611,000, primarily due to a reduction in salary and stock-based compensation expense during the quarter and a decrease in the allocation of occupancy and general corporate expenses to sales and marketing. A significant contribution to the decrease in salary and stock-based compensation was due to the departure of an executive within the group. The decrease in the allocation of occupancy and general corporate expenses was due to a decrease in sales and marketing wages as a percentage of total wages within our company. The decrease was partially offset by increased advertising and promotional expenditures of $399,000 resulting from a change in the mix and timing of advertising campaigns including our investment in a television campaign.

General and Administrative

	Three Months Ended September 30,
	2013			2012			Change
	(Dollars in thousands)
General and administrative	$	9,136		$	7,956			15	%
Percent of revenue		13	%		12	%

General and administrative expenses increased by $1.2 million from 2012 to 2013. Personnel-related costs increased by $1.1 million largely as a result of increasing the number of general and administrative employees to support our overall growth, including an increase in the number of employees focused on analytics and business intelligence. The company also recorded an expense of $483,000 in the three months ended September 30, 2013 related to estimated property taxes. The increase was partially offset by a decrease in professional service fees of $336,000.

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Acquisition Costs and Other Related Charges

	Three Months Ended September 30,
	2013		2012
	(Dollars in thousands)
Acquisition costs and other related charges	$	—	$	(6,020	)

Acquisition costs and other related charges consisted primarily of an adjustment to decrease the fair value of the SinglePlatform contingent consideration liability by $6.1 million in the third quarter of 2012 due to the remeasurement of the fair value of our contingent consideration liability. The decrease in the estimated liability resulted from reductions to the SinglePlatform revenue forecast scenarios as a result of SinglePlatform’s actual operating results and productivity of its sales organization. This adjustment was partially offset by transaction costs during the three months ended September 30, 2012 related to our acquisition of SinglePlatform that we completed in June 2012.

Interest Income and Other Income (Expense), Net

	Three Months Ended September 30,
	2013		2012		Change
	(Dollars in thousands)
Interest income and other income (expense), net	$	133	$	68		96	%

Interest income and other income (expense), net increased by $65,000 from 2012 to 2013 due primarily to an increase in foreign currency translation gains of $100,000 partially offset by a decrease in interest income as a result of lower investment balances in 2013 as compared to 2012.

Income Taxes

	Three Months Ended September 30,
	2013			2012
	(dollars in thousands)
Income tax (expense) benefit	$	(2,215	)	$	(1,978	)
Percent of income before income taxes		38	%		23	%

Our effective tax rate may vary from period to period based on changes in estimated taxable income or loss, changes to federal, state or foreign tax laws, deductibility of certain costs and expenses, and as a result of acquisitions. For the three months ended September 30, 2012, our effective tax rate varied from the statutory tax rate primarily due to the change in fair value of contingent consideration, which was treated as a discrete item, and state research and development credits, both of which reduced our tax expense, partially offset by the book expense related to incentive stock options, which is non-deductible for tax purposes.

Nine Months Ended September 30, 2013 compared to Nine Months Ended September 30, 2012

Revenue

	Nine Months Ended September 30,
	2013		2012		Change
	(Dollars in thousands)
Revenue	$	210,452	$	185,856		13	%

Revenue increased by $24.6 million from 2012 to 2013. The increase resulted primarily from an approximately 9% increase in the number of average monthly customers and an approximately 4% increase in average revenue per customer. The increase in average revenue per customer was primarily due to an increase in the average number of products per customer and to an increase in average customer list size.

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Cost of Revenue

	Nine Months Ended September 30,
	2013			2012			Change
	(Dollars in thousands)
Cost of revenue	$	60,964		$	54,755			11	%
Percent of revenue		29	%		29	%

Cost of revenue increased by $6.2 million from 2012 to 2013. The increase resulted primarily from increased customer support personnel costs of $2.5 million to support our customer growth and increased personnel costs of $1.0 million in our operations group to manage our infrastructure. Depreciation, hosting and maintenance costs increased by $1.5 million as a result of scaling and adding capacity to our hosting infrastructure. Merchant card fees also increased by $637,000 due to the higher volume of billing transactions.

Research and Development

	Nine Months Ended September 30,
	2013			2012			Change
	(Dollars in thousands)
Research and development	$	34,400		$	29,051			18	%
Percent of revenue		16	%		16	%

Research and development expenses increased by $5.3 million from 2012 to 2013. The increase was due primarily to additional personnel-related costs as a result of our continued hiring of research and development employees and use of contractors, both to further develop and enhance our products.

Sales and Marketing

	Nine Months Ended September 30,
	2013			2012			Change
	(Dollars in thousands)
Sales and marketing	$	83,214		$	76,435			9	%
Percent of revenue		40	%		41	%

Sales and marketing expenses increased by $6.8 million from 2012 to 2013. The increase in absolute dollars was largely due to increased advertising and promotional expenditures of $4.0 million resulting from a change in the mix and timing of advertising campaigns including our investment in a television campaign. Personnel-related costs increased by $2.1 million, primarily from the increase in SinglePlatform sales personnel. Partner referral fees increased by $727,000 due to the increase in the number of new customers generated from our partners.

General and Administrative

	Nine Months Ended September 30,
	2013			2012			Change
	(Dollars in thousands)
General and administrative	$	29,078		$	23,201			25	%
Percent of revenue		14	%		12	%

General and administrative expenses increased by $5.9 million from 2012 to 2013. Increased personnel-related costs of $3.8 million were largely due to an increase in the number of general and administrative employees to support our overall growth, including an increase in the number of employees focused on analytics and business intelligence and those relating to SinglePlatform. Additionally, we recorded an accrual related to a litigation matter of $820,000 in the first quarter of 2013 and an accrual related to an estimate of assessed property taxes of $664,000 in the second and third quarters of 2013. Our professional service fees increased by $250,000 primarily due to increased costs associated with our defense of certain legal matters partially offset by a decrease in consulting fees relating to general corporate purposes.

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Acquisition Costs and Other Related Charges

	Nine Months Ended September 30,
	2013		2012
	(Dollars in thousands)
Acquisition costs and other related charges	$	—	$	(5,297	)

Acquisition costs and other related charges consisted primarily of an adjustment to decrease the fair value of the SinglePlatform contingent consideration liability by $6.1 million in the third quarter of 2012 due to the remeasurement of the fair value of our contingent consideration liability. The decrease in the estimated liability resulted from reductions to the SinglePlatform revenue forecast scenarios as a result of SinglePlatform’s actual operating results and productivity of its sales organization. This adjustment was partially offset by transaction costs during the nine months ended September 30, 2012 related to our acquisitions of CardStar, Inc., or CardStar, and SinglePlatform, which we completed in January 2012 and June 2012, respectively

Interest Income and Other Income (Expense), Net

	Nine Months Ended September 30,
	2013		2012		Change
	(Dollars in thousands)
Interest income and other income (expense), net	$	116	$	201		(42	)%

Interest income and other income (expense), net decreased by $85,000 from 2012 to 2013 due to a decrease in interest earned on our investment portfolio primarily as a result of lower balances of $126,000, partially offset by an increase in foreign currency translation gains.

Income Taxes

	Nine Months Ended September 30,
	2013			2012
	(dollars in thousands)
Income tax (expense) benefit	$	266		$	(1,535	)
Percent of income before income taxes		(9	)%		19	%

Our effective tax rate may vary from period to period based on changes in estimated taxable income or loss, changes to federal, state or foreign tax laws, deductibility of certain costs and expenses, and as a result of acquisitions. Our effective tax rate for the nine months ended September 30, 2013 differed from the statutory rate primarily due to the 2012 federal research and development credit, which we treated as a discrete item in the first quarter of 2013. The American Taxpayer Relief Act of 2012, or the Act, was enacted on January 2, 2013. The Act retroactively reinstated the federal research and development credit from January 1, 2012. The effect of the change in the tax law related to 2012 was $1.3 million, which was recognized as a benefit to income tax expense in the first quarter of 2013, the quarter in which the law was enacted.

For the nine months ended September 30, 2012, our effective tax rate varied from the statutory tax rate primarily due to the change in fair value of contingent consideration, which was treated as a discrete item, and state research and development credits, both of which reduced our tax expense, partially offset by the book expense related to incentive stock options, which is non-deductible for tax purposes.

Liquidity and Capital Resources

During the nine months ended September 30, 2013 and 2012, we funded our operations with cash flows generated from operations. At September 30, 2013, our principal sources of liquidity were cash and cash equivalents and marketable securities of $107 million.

Net cash provided by operating activities was $30.1 million and $27.0 million for the nine months ended September 30, 2013 and 2012, respectively, an increase of $3.1 million. Net income decreased by $3.2 million in 2013 as compared to 2012. However, the non-cash adjustments to net income resulted in a smaller add-back in 2012 as compared to 2013. There were non-cash add-backs to net income of $20.5 million in 2012. This consisted primarily of depreciation and amortization expense of $14.0 million, stock-based compensation expense of $10.8 million and the change in deferred taxes of $1.3 million, partially offset by the non-cash benefit of $6.1 million related to the adjustment to the contingent consideration liability in 2012. Non-cash add-backs to net income in 2013 were $27.4 million, consisting of depreciation and amortization expense of $16.4 million and stock-based compensation expense of $11.1 million. Cash

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provided by operating activities has historically been affected by the amount of income before income taxes as we have historically not been a significant taxpayer, growth in prepaid subscriptions, changes in working capital accounts and the timing of rent payment and add-backs of non-cash expense items such as depreciation and amortization, contingent consideration adjustment and the expense associated with stock-based awards.

Net cash used in investing activities was $15.0 million in the nine months ended September 30, 2013 as compared to $39.0 million in the nine months ended September 30, 2012. Net cash used in investing activities in the first nine months of 2013 consisted primarily of the cash paid to acquire property and equipment as well as an increase in restricted cash related to a lease amendment for our corporate headquarters. Net cash used in investing activities in the first nine months of 2012 consisted primarily of cash paid to purchase CardStar and SinglePlatform and to acquire property and equipment partially offset by the net cash provided by marketable securities transactions. In January 2012, we completed the acquisition of CardStar, for a cash payment of $5.8 million and, in June 2012, we completed the acquisition of SinglePlatform for a cash payment of $62.7 million. Acquisition of property and equipment of $14.1 million and $15.1 million in the nine month periods ended September 30, 2013 and 2012, respectively, consisted of the purchase of computer equipment for our operations and employees, furniture and leasehold improvements and the capitalization of certain software development costs. We have made capital expenditures to increase capacity of our hosting equipment and to accommodate growth in our business. During the nine month periods ended September 30, 2013 and 2012, we capitalized $5.3 million and $4.9 million, respectively, of costs associated with the development of internal use software.

Net cash used in financing activities was $1.6 million for the nine months ended September 30, 2013 as compared to cash provided by financing activities of $4.8 million for the nine months ended September 30, 2012. Net cash provided by proceeds from stock issued pursuant to the exercise of stock options and to the employee stock purchase plan as well as the income tax benefit from the exercise of stock options in the first nine months of 2013 was completely offset by $4.5 million of cash used to repurchase our common stock on the open market. In the second quarter of 2013, we initiated a repurchase program of up to $20 million of our common stock through December 31, 2013. Net cash provided by financing activities in the first nine months of 2012 consisted of proceeds from stock issued pursuant to the exercise of stock options and to the employee stock purchase plan, as well as the income tax benefit from the exercise of stock options.

As of December 31, 2012, we had federal and state net operating loss carry-forwards of $42.9 million and $1.1 million, respectively, which we intend to use to the extent available to offset payments of future federal and state income tax liabilities. If unused, our net operating loss carry-forwards expire at various dates through 2032 for federal and 2017 for state income tax purposes.

On April 25, 2013, we announced that our Board of Directors authorized the repurchase of up to $20 million of our common stock through December 31, 2013. Under the authorization, we can repurchase shares in the open market, which may include the use of 10b5-1 trading plans, or through privately negotiated transactions. The timing and amount of repurchases, if any, will depend upon several factors, including market and business conditions. Share repurchases may be suspended or discontinued at any time. We expect to fund the share repurchases from our cash and cash equivalents. As of September 30, 2013, we have repurchased $4.5 million of our common stock.

Contractual Obligations

We lease our headquarters under an operating lease that is effective through September 2022 with one ten-year extension option. The lease includes the space we are occupying now as well as additional space that will be made available to us through the term of the lease. We lease office space in Colorado for a sales and support office under an operating lease that expires in April 2019 with three three-year extension options. We also lease small amounts of general office space in Florida, New York, California and the United Kingdom under lease agreements that expire at various dates through 2018.

We have agreements with various vendors to provide specialized space and equipment and related services from which we host our software application. The agreements include payment commitments that expire at various dates through early 2017.

As of September 30, 2013, we had issued both cancellable and non-cancellable purchase orders and entered into contractual commitments with various vendors totaling $22.9 million. This amount relates primarily to marketing programs and other non-marketing related goods and services to be delivered over the next twelve months.

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The following table summarizes our contractual obligations at September 30, 2013, and the effect such obligations are expected to have on our liquidity and cash flow in future periods.

	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
	(In thousands)
Office lease obligations	$	79,908	$	7,728	$	18,779	$	20,100	$	33,301
Third-party hosting agreements		13,578		3,854		7,931		1,793		—
Vendor commitments		22,874		22,874		—		—		—
Total(1)	$	116,360	$	34,456	$	26,710	$	21,893	$	33,301

(1) As of September 30, 2013, we had an obligation to the former shareholders of SinglePlatform under which we are obligated to pay cash consideration of up to $15.0 million, which is contingent on the achievement by SinglePlatform of certain revenue targets through June 30, 2014, measured in six-month intervals. Based on our current revenue forecasts, we do not expect to pay any of the consideration. We will continue to assess our forecasts and assumptions on a quarterly basis as additional data impacting the assumptions is obtained.

Our future capital requirements may vary materially from those now planned and will depend on many factors, including, but not limited to, development of new products, market acceptance of our products, the levels of advertising and promotion required to launch additional products and improve our competitive position in the marketplace, the expansion of our sales, support and marketing organizations, the establishment of additional offices in the United States and worldwide and the building of infrastructure necessary to support our anticipated growth, the response of competitors to our products and our relationships with suppliers and clients. Since the introduction of our on-demand email marketing product in 2000, we have experienced increases in our expenditures consistent with the growth in our operations and personnel, and we anticipate that our expenditures will continue to increase on an absolute dollar basis in the future.

We believe that our current cash, cash equivalents and marketable securities and operating cash flows will be sufficient to meet our working capital and capital expenditure requirements for at least the next twelve months. Thereafter, we may need to raise additional funds through public or private financings or borrowings to fund our operations, to develop or enhance products, to fund expansion, to respond to competitive pressures or to acquire complementary products, businesses or technologies. If required, additional financing may not be available on terms that are favorable to us, or at all. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders will be reduced and these securities might have rights, preferences and privileges senior to those of our current stockholders or we may be subject to covenants that restrict how we conduct our business. No assurance can be given that additional financing will be available or that, if available, such financing can be obtained on terms favorable to our stockholders and us.

During the last three years, inflation and changing prices have not had a material effect on our business. We are unable to predict whether inflation or changing prices will materially affect our business in the foreseeable future.

Off-Balance Sheet Arrangements

We do not engage in any off-balance sheet financing activities. We do not have any interest in entities referred to as variable interest entities, which include special purpose entities and other structured finance entities.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Exchange Risk. Significantly all of our revenue and expenses are denominated in U.S. dollars. Accordingly, our results of operations and cash flows are not subject to material fluctuations due to changes in foreign currency exchange rates. Increased activity in international markets will expose us to changes in currency exchange rates. The economic impact of currency exchange rate movements is often linked to variability in real growth, inflation, interest rates, governmental actions and other factors. These changes, if material, could cause us to adjust our financing and operating strategies.

Interest Rate Sensitivity. We had cash and cash equivalents and marketable securities of $107 million at September 30, 2013, which consisted of cash, government securities, corporate and agency bonds, commercial paper and money market instruments. Interest income is sensitive to changes in the general level of U.S. interest rates; however, due to the nature of these investments, we do not believe that we have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates.

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Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2013. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2013, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

(b) Changes in Internal Control over Financial Reporting.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended September 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

On August 7, 2012, two former employees, on behalf of themselves and all other similarly situated individuals, or collectively, the FLSA Plaintiffs, filed a complaint in the U.S. District Court for the District of Massachusetts that named us as a defendant in a lawsuit. The complaint, which was served on us on August 9, 2012, alleges that we violated the Fair Labor Standards Act and the Massachusetts overtime law with respect to certain of our current and former sales employees. The FLSA Plaintiffs’ complaint seeks an award for damages in an unspecified amount. We participated in a court-sanctioned mediation session with an independent mediator in March 2013 and, during the three months ended March 31, 2013, we recorded an accrual of $820,000. In July 2013, we executed a settlement agreement with the FLSA Plaintiffs that will terminate the litigation and settle all pending claims against us in exchange for an aggregate payment of $800,000. The U.S. District Court has approved the settlement on a preliminary basis. Final approval is expected in the fourth quarter of 2013. Following final court approval, we will pay the settlement amount. As of September 30, 2013, we had an accrual of $820,000 related to this matter. See also Note 8, Commitments and Contingencies, of the Notes to Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

On September 24, 2012, RPost Holdings, Inc., RPost Communications Limited and RMail Limited, or collectively, RPost, filed a complaint in the U.S. District Court for the Eastern District of Texas that named us as a defendant in a lawsuit. The complaint, which was served on us on December 26, 2012, alleges that certain elements of our email marketing technology infringe five patents held by RPost. RPost seeks an award for damages in an unspecified amount and injunctive relief. On February 11, 2013, RPost amended its complaint to name five of our partners as defendants. Under our contractual agreements with these partners, we are obligated to indemnify them for claims related to patent infringement. We have filed a motion to sever and stay the claims against our partners and multiple motions to dismiss the claims against us. This litigation is in its very early stages. As a result, neither the ultimate outcome of this litigation nor an estimate of a probable loss or any reasonably possible losses can be assessed at this time. Nevertheless, we believe we have meritorious defenses to any claim of infringement and intend to defend the lawsuit vigorously.

On November 14, 2012, we filed a complaint in the U.S. District Court for the District of Delaware against Umbanet, Inc., or Umbanet, seeking a declaratory judgment that two patents held by Umbanet, or collectively, the Umbanet Patents, are not infringed by a customer’s use of our email marketing product and that such patents are invalid. We refer to this matter as the Delaware Case. We filed the Delaware Case in response to a complaint filed by Umbanet in the U.S. District Court for the District of New Jersey against one of our customers alleging that the customer’s use of our email marketing product infringed the Umbanet Patents. We refer to this matter as the New Jersey Case. Umbanet has filed a motion in the Delaware Case seeking to dismiss the complaint or, in the alternative, stay the case pending resolution of the New Jersey Case. We have filed a motion in the New Jersey Case seeking to stay the case pending resolution of the Delaware Case. This litigation is in its very early stages. As a result, neither the ultimate outcome of this matter nor an estimate of a probable loss or any reasonably possible losses can be assessed at this time. Nevertheless, we believe that we have meritorious defenses to any claim of infringement and intend to defend the lawsuit vigorously.

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On March 7, 2013, CreateAds LLC, or CreateAds, filed a complaint in the U.S. District Court for the District of Delaware that named us as a defendant in a lawsuit. The complaint, which was served on us on March 8, 2013, alleges that certain elements of our email marketing technology infringe a patent held by CreateAds. CreateAds seeks an award for damages in an unspecified amount and injunctive relief. We have filed a motion to dismiss the complaint. This litigation matter is in a very early stage. As a result, neither the ultimate outcome of this matter nor an estimate of a probable loss or any reasonably possible losses can be assessed at this time. Nevertheless, we believe that we have meritorious defenses to any claim of infringement and intend to pursue this matter vigorously.

From time to time we may become subject to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of our business. While the outcome of these other claims cannot be predicted with certainty, we do not believe that the outcome of any of these other legal matters will have a material adverse effect on our results of operations, financial condition or cash flows.

Item 1A. Risk Factors

Our business is subject to numerous risks. We caution you that the following important factors, among others, could cause our actual results to differ materially from those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors and oral statements. Any or all of our forward-looking statements in this Quarterly Report on Form 10-Q and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Many factors mentioned in the discussion below will be important in determining future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially from those anticipated in forward-looking statements. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosure we make in our reports filed with the SEC.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

If we are unable to attract new customers and retain existing customers, our business and results of operations will be affected adversely.

To succeed, we must continue to attract and retain a large number of customers. Over the last few years, there has been a decline in the number of new customers we have added on an annual basis. In 2011, we added fewer new customers than we added in 2010 and in 2012 we added fewer new customers than we added in either 2010 or 2011. We rely on a variety of methods to attract new customers, such as paying providers of online services, search engines, directories and other websites to provide content, advertising banners and other links that direct customers to our website, television and radio advertising, the efforts of our partners and the inclusion of a link to our website in substantially all of our customers’ emails. In addition, we are committed to providing our customers with a high level of support. As a result, we believe many of our new customers are referred to us by existing customers. However, customers cancel their accounts for many reasons, including economic concerns, business failure or a perception that they do not use our products effectively, the service is not a good value and that they can manage their online marketing efforts without our products. In some cases, we terminate an account because the customer fails to comply with our standard terms and conditions. As our customer base continues to grow, even if our customer retention rates remain the same on a percentage basis, the absolute number of customers we lose each month will increase. We must continually add new customers to replace customers whose accounts are cancelled or terminated, which may involve significantly higher marketing expenditures than we currently anticipate. If we are unable to use any of our current marketing initiatives or the cost of such initiatives were to significantly increase or such initiatives or our efforts to satisfy our existing customers are not successful, we may not be able to attract new customers or retain existing customers on a cost-effective basis and, as a result, our business and results of operations would be affected adversely.

Our business is substantially dependent on the market for email marketing services for small organizations.

We derive, and expect to continue to derive, a substantial portion of our revenue from our email marketing product for small organizations, including small businesses, associations and non-profits. For the year ended December 31, 2012, our revenue from our email marketing product alone was approximately 85% of our total revenue. Widespread acceptance of email marketing among small organizations will continue to be critical to our future growth and success. There is no certainty regarding how the market for email marketing will continue to develop, or whether it will experience any significant contractions. Our ability to attract and retain customers will depend in part on our ability to make email marketing convenient, effective and affordable. If small organizations determine that email marketing does not sufficiently benefit them or utilize alternative or new electronic methods of communicating with their customers, existing customers may cancel their accounts and potential customers may decide not to adopt email marketing. If the market for email marketing services fails to continue to grow or grows more slowly than we currently anticipate, demand for our services may decline and our revenue would suffer.

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Our growth strategy requires us to expand our product offerings beyond email marketing and this expansion may not be successful.

We have traditionally focused our business on providing our email marketing product for small organizations, but in the last few years we have expanded our product offerings. In 2007, we introduced our survey product and our add-on email archive service that enables our customers to archive their past email campaigns. In 2009, we launched our event marketing product. Through our acquisition of Nutshell Mail, Inc., which we completed in May 2010, we now provide a tool for small organizations to monitor and engage with social media networks. In January 2012, we launched our Social Campaigns product which allows small businesses the ability to run multi-step, results-oriented campaigns on their social networks. Also, in January 2012, we acquired CardStar, a leading developer of mobile applications that extend the use of loyalty, rewards and membership cards and mobile coupons among consumers. In February 2012, we introduced our SaveLocal product, which makes it quick and easy for our customers to create, run and manage local deals. In June 2012, we acquired SinglePlatform, a company that helps small business get discovered through web and mobile searches by providing a single place to update relevant business information. Our efforts to introduce new products beyond our email marketing product or to offer a bundled offering of two or more of our products may not result in significant revenue growth, may not be complementary to our email marketing product, may not be timely, may divert management resources from our existing operations and require us to commit significant financial resources to an unproven business or product or may be confusing to our customers, any of which may harm our financial performance and impede our long-term growth strategy.

U.S. federal legislation and the laws of many foreign countries impose certain obligations on the senders of commercial emails, which could minimize the effectiveness of our products, particularly our email marketing product, and establish financial penalties for non-compliance, which could increase the costs of our business.

The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, or the CAN-SPAM Act, establishes certain requirements for commercial email messages and specifies penalties for the transmission of commercial email messages that are intended to deceive the recipient as to source or content. The CAN-SPAM Act, among other things, obligates the sender of commercial emails to provide recipients with the ability to opt out of receiving future emails from the sender. In addition, some states have passed laws regulating commercial email practices that are significantly more punitive and difficult to comply with than the CAN-SPAM Act, particularly Utah and Michigan, which have enacted do-not-email registries listing minors who do not wish to receive unsolicited commercial email that markets certain covered content, such as adult or other harmful products. Some portions of these state laws may not be preempted by the CAN-SPAM Act. The ability of our customers’ constituents to opt out of receiving commercial emails may minimize the effectiveness of our products. Moreover, non-compliance with the CAN-SPAM Act carries significant financial penalties. If we were found to be in violation of the CAN-SPAM Act, applicable state laws not preempted by the CAN-SPAM Act, or foreign laws regulating the distribution of commercial email such as the laws of Canada and the United Kingdom, whether as a result of violations by our customers or if we were deemed to be directly subject to and in violation of these requirements, we could be required to pay penalties, which would adversely affect our financial performance and significantly harm our business, and our reputation would suffer. We also may be required to change one or more aspects of the way we operate our business, which could impair our ability to attract and retain customers or could increase our operating costs.

If the security of our customers’ confidential information stored in our systems is breached or otherwise subjected to unauthorized access, our reputation may be severely harmed, we may be exposed to liability and we may lose the ability to offer our customers a credit card payment option.

Our system stores our customers’ proprietary email contacts lists, credit card information and other critical data. Any accidental or willful security breaches or other unauthorized access could expose us to liability for the loss of such information, adverse regulatory action by federal and state governments, time-consuming and expensive litigation and other possible liabilities as well as negative publicity, which could severely damage our reputation. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in our software are exposed and exploited, and, as a result, a third party obtains unauthorized access to any of our customers’ data, our relationships with our customers will be severely damaged, and we could incur significant liability. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched against a target, we and our third-party hosting facilities may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, as we continue to grow our customer base and our brand becomes more widely known and recognized, we may become a more inviting target for third parties seeking to compromise our security systems.

The federal government and many states, including Massachusetts, have enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal data. These mandatory disclosures regarding a security breach often lead to widespread negative publicity, which may cause our customers to lose confidence in the effectiveness of our data security measures. Any security breach, whether actual or perceived, would harm our reputation, and we could lose customers and fail to acquire new customers. In addition, failure to maintain compliance with the data protection policy standards adopted by the major credit card

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issuers may limit our ability to offer our customers a credit card payment option. Any loss of our ability to offer our customers a credit card payment option would harm our reputation and make our products less attractive to many small organizations by negatively impacting our customer experience and significantly increasing our administrative costs related to customer payment processing.

Our existing general liability insurance may not cover any, or cover only a portion of any, potential claims related to security breaches to which we are exposed or may not be adequate to indemnify us for all or any portion of liabilities that may be imposed. Any imposition of liability that is not covered by insurance or is in excess of insurance coverage would increase our operating expenses and reduce our net income.

The market in which we participate is highly competitive and, if we do not compete effectively, our operating results could be harmed.

The market for our products is highly competitive and rapidly changing, and the barriers to entry are relatively low. With the introduction of new technologies and the influx of new entrants to the market, we expect competition to persist and intensify in the future, which could harm our ability to increase sales, limit customer attrition and maintain our prices.

Our principal email marketing competitors include providers of email marketing products for small to medium size businesses such as AWeber Systems, Inc., iContact Corporation, a subsidiary of Vocus, Inc., Protus, a subsidiary of j2 Global Communications, Inc. (Campaigner), The Rocket Science Group LLC (MailChimp), Vertical Response, Inc., a subsidiary of Deluxe Corporation, and Vistaprint N.V. These vendors typically charge a low monthly fee or a low fee per number of emails sent and, in some cases, they have a free offering. Competition could result in reduced sales, reduced margins or the failure of our email marketing product to achieve or maintain more widespread market acceptance, any of which could harm our business. In addition, there are a number of other vendors that are focused on providing email marketing products for larger organizations, including Alterian, a subsidiary of SDL, plc, CheetahMail, Inc., a subsidiary of Experian Group Limited, ExactTarget, Inc., a subsidiary of Salesforce.com, Inc., Responsys Inc., Silverpop Systems Inc., Eloqua Limited, a subsidiary of Oracle Corporation, and StrongMail Systems, Inc. While we do not compete currently with vendors of email marketing products serving larger customers, we may compete with these providers in the future. Finally, in the future, our email marketing product may experience competition from Internet Service Providers, or ISPs, advertising and direct marketing agencies and other large established businesses, possessing large, existing customer bases, substantial financial resources and established distribution channels. If these companies decide to develop, market or resell competitive email marketing products, acquire one of our existing competitors or form a strategic alliance with one of our competitors, our ability to compete effectively could be significantly compromised and our operating results could be harmed. In addition, one or more of these entities could decide to offer a competitive email marketing product at no cost or low cost in order to generate revenue as part of a larger product offering.

Our other products also face intense competition. EventSpot, our event marketing product, competes with offerings by Eventbrite, Inc., Evite, LLC, a wholly-owned, operating business of IAC/InterActiveCorp, Regonline, a division of The Active Network, Inc., and Cvent, Inc. Our Social Campaigns product competes with offerings by Offerpop Corporation, Pagemodo, a subsidiary of VistaPrint N.V., Vocus Social Media LLC doing business as North Social and Wildfire Interactive, a subsidiary of Google Inc. Our survey product competes with similar offerings by Surveymonkey.com Corporation and Widgix, LLC doing business as SurveyGizmo. Our SaveLocal product competes with offerings by Groupon, Inc., LivingSocial, Inc., Amazon Local and Googleoffers. Our SinglePlatform product competes with offerings by Yext, Inc. and Locu, Inc.

Our current and potential competitors may have significantly more financial, technical, marketing and other resources than we do and may be able to devote greater resources to the development, promotion, sale and support of their products. Our current and potential competitors may have more extensive customer bases and broader customer relationships than we have. In addition, these companies may have longer operating histories and greater name recognition than we have and may be able to bundle email marketing, event marketing or survey products with other products that have already gained widespread market acceptance and offer them at no cost or low cost. These competitors may be better able to respond quickly to new technologies and to undertake more extensive marketing campaigns. If we are unable to compete with such companies, the demand for our products could substantially decline.

Any significant disruption in service on our website or in our computer systems, or in our customer support services, could result in a loss of customers.

The satisfactory performance, reliability and availability of our technology and our underlying network infrastructure are critical to our operations, level of customer service, reputation and ability to attract new customers and retain existing customers. In providing our services, we rely on third-party hosting facilities, bandwidth providers, ISPs and mobile networks. Our production system hardware and the disaster recovery operations for our production system hardware are co-located in third-party hosting facilities. These facilities do not guarantee that our customers’ access to our products will be uninterrupted, error-free or secure. Our operations also depend on the ability of our third-party hosting facilities to protect their and our systems against damage or interruption from natural disasters, power or telecommunications failures, air quality, temperature, humidity and other environmental concerns, computer viruses or other attempts to harm our systems, criminal acts

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and similar events. In the event that our third-party hosting arrangements are terminated, or there is a lapse of service or damage to these facilities, we could experience interruptions in our service as well as delays and additional expense in arranging new facilities. In addition, our customer support services, which are located at our headquarters in Waltham, Massachusetts and at our sales and support office in Loveland, Colorado, would experience interruptions as a result of any disruption of electrical, phone or any other similar facility support services. Any interruptions or delays in access to our products or customer support, whether as a result of third-party error, our own error, natural disasters, security breaches or malicious actions, such as denial-of-service or similar attacks, whether accidental or willful, could harm our relationships with customers and our reputation. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These factors could damage our brand and reputation, divert our employees’ attention, reduce our revenue, subject us to liability and cause customers to cancel their accounts, any of which could adversely affect our business, financial condition and results of operations.

Our production disaster recovery system is located at one of our third-party hosting facilities. Our corporate disaster recovery system is located at our headquarters in Waltham, Massachusetts. Neither system provides real-time backup or has been tested under actual disaster conditions and neither system may have sufficient capacity to recover all data and services in the event of an outage. In the event of a disaster in which our production system hardware and the disaster recovery operations for our production system hardware are irreparably damaged or destroyed, we would experience interruptions in access to our products. Moreover, our headquarters and our production system hardware are located within several miles of each other. As a result, any regional disaster could affect these locations equally. Any or all of these events could cause our customers to lose access to our products, which will harm our business and results of operations.

Third parties have asserted, and may in the future assert, claims that we are infringing their intellectual property, which, whether successful or not, could subject us to costly and time-consuming litigation or require us to obtain expensive licenses, and our business may be adversely affected.

The software and Internet industries are characterized by the existence of a large number of patents, trademarks and copyrights and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. Third parties, including so-called non-practicing entities, which are entities that have no operating business but exist purely as collectors of patents, have asserted, and in the future may assert, patent and other intellectual property infringement claims against us in the form of lawsuits, letters or other forms of communication. These claims, whether or not successful, could:

• divert management’s attention;

• result in costly and time-consuming litigation;

• require us to enter into royalty or licensing agreements, which may not be available on acceptable terms, or at all;

• in the case of open source software-related claims, require us to release our software code under the terms of an open source license; or

• require us to redesign our software and services to avoid infringement.

As a result, any third-party intellectual property claims against us could increase our expenses and adversely affect our business. In addition, many of our agreements with our partners and others require us to indemnify them for third-party intellectual property infringement claims, which would increase the cost to us resulting from an adverse ruling on any such claim. Even if we have not infringed any third party’s intellectual property rights, we cannot be sure our legal defenses will be successful, and even if we are successful in defending against such claims, our legal defense could require significant financial resources and management time. Finally, if a third party successfully asserts a claim that our products infringe its proprietary rights, royalty or licensing agreements might not be available on terms we find acceptable or at all and we may be required to pay significant monetary damages to such third party.

We may be subject to time-consuming and costly litigation.

From time to time, we may be subject to various claims and lawsuits by partners, customers, or other parties arising in the ordinary course of business, including lawsuits alleging patent infringement. We are currently a party to the actions that are described in Part II, Item 1 “Legal Proceedings” included elsewhere in this Quarterly Report on Form 10-Q. These matters can be time-consuming, divert management’s attention and resources, and cause us to incur significant expenses. Furthermore, the results of any of these actions may have a material adverse effect on our results of operations, financial condition and cash flows.

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Current economic conditions or uncertainty regarding funding of U.S. government operations may further negatively affect the small business sector, which may cause our customers to terminate existing accounts with us or cause potential customers to fail to purchase our products, resulting in a decrease in our revenue and impairing our ability to operate profitably.

Our products are designed specifically for small organizations. These organizations frequently have limited budgets and are often resource and time-constrained and, as a result, may be more likely to be significantly affected by economic downturns than their larger, more established counterparts. We believe that small organizations continue to experience some amount of economic hardship. As a result, small organizations may choose to spend the limited funds that they have on items other than our products and may experience higher failure rates. Moreover, if small organizations experience economic distress, they may be unwilling or unable to expend time and financial resources on marketing, which would negatively affect the overall demand for our products, increase customer attrition and could cause our revenue to decline. There can be no assurance, therefore, that current economic conditions or worsening economic conditions, or a recurring recession, will not have a significant adverse impact on our operating and financial results.

In addition, despite the recent agreement between administration officials and congressional leaders to fund the U.S. government through January 15, 2014 and raise the federal debt ceiling to permit the U.S. government to borrow funds through February 7, 2014, there continues to be significant uncertainty regarding the overall funding of U.S. government operations. This uncertainty may negatively impact small organizations, which, in turn, could adversely affect our results of operations.

If the delivery of our customers’ emails is limited or blocked or our customers’ emails are directed to an alternate or “tabbed” section of the recipient’s inbox, customers may cancel their accounts.

ISPs can block emails from reaching their users. The implementation of new or more restrictive policies by ISPs may make it more difficult to deliver our customers’ emails. We continually improve our own technology and work closely with ISPs to maintain our deliverability rates. In addition, some ISPs have started to categorize as promotional or otherwise emails that originate from email service providers and, as a result, direct them to an alternate or “tabbed” section of the recipient’s inbox. If ISPs materially limit or halt the delivery of our customers’ emails, or if we fail to deliver our customers’ emails in a manner compatible with ISPs’ email handling or authentication technologies or other policies, or if the open rates of our customers’ emails are negatively impacted by the actions of ISPs to categorize emails, then the fees we charge for our email marketing product may not be accepted by the market and customers may question the effectiveness of our products, and customers may cancel their accounts. This, in turn, could harm our business and financial performance.

If we fail to promote and maintain our brands in a cost-effective manner, we may lose market share and our revenue may decrease.

We believe that developing and maintaining awareness of the Constant Contact brands in a cost-effective manner is critical to our goal of achieving widespread acceptance of our engagement marketing platform and attracting new customers. Furthermore, we believe that the importance of brand recognition will increase as competition in our industry increases. Successful promotion of our brands will depend largely on the effectiveness of our marketing efforts and the effectiveness and affordability of our products for our target customer demographic. Historically, our efforts to build our brands have involved significant expense, and it is likely that our future marketing efforts will require us to incur additional significant expenses. Such brand promotion activities may not yield increased revenue and, even if they do, any revenue increases may not offset the expenses we incur to promote our brands. If we fail to promote and maintain our brands successfully, or if we incur substantial expenses in an unsuccessful attempt to promote and maintain our brands, we may lose our existing customers to our competitors or be unable to attract new customers, which would cause our revenue to decrease.

We depend on search engines to attract a significant percentage of our customers, and if those search engines change their listings or our relationship with them deteriorates or terminates, we may be unable to attract new customers, which would adversely affect our business and results of operations.

Many of our customers located our website by clicking through on search results displayed by search engines such as Google^®, Yahoo!^® and Bing^®. Search engines typically provide two types of search results, algorithmic and purchased listings. Algorithmic listings cannot be purchased, and instead are determined and displayed solely by a set of formulas designed by the search engine. Purchased listings can be purchased by advertisers in order to attract users to their websites. We rely on both algorithmic and purchased listings to attract a significant percentage of the customers we serve to our website. Search engines revise their algorithms from time to time in an attempt to optimize their search result listings. If search engines on which we rely for algorithmic listings modify their algorithms, this could result in fewer potential customers clicking through to our website, requiring us to resort to other costly resources to attempt to replace this traffic, which, in turn, could reduce our revenue and negatively impact our operating results, harming our business. If one or more search engines on which we rely for purchased listings modifies or terminates its relationship with us, our expenses could rise, or our revenue could decline and our business may suffer. The cost of purchased search listing advertising fluctuates and may increase as demand for these channels grows, and any such increases could negatively affect our financial results.

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The success of our business depends on the continued growth and acceptance of email as a communications tool and the related expansion and reliability of the Internet infrastructure. If consumers do not continue to use email or alternative communications tools gain popularity, such as social media or text messaging, demand for our email marketing product may decline.

The future success of our business depends on the continued and widespread adoption of email as a primary means of communication. Security problems such as “viruses,” “worms” and other malicious programs or reliability issues arising from outages and damage to the Internet infrastructure could create the perception that email is not a safe and reliable means of communication, which would discourage businesses and consumers from using email. Use of email by businesses and consumers also depends on the ability of ISPs to prevent unsolicited bulk email, or “spam,” from overwhelming consumers’ inboxes. In recent years, ISPs have developed new technologies to filter unwanted messages before they reach users’ inboxes. In response, spammers have employed more sophisticated techniques to reach consumers’ inboxes. Although companies in the anti-spam industry have started to address the techniques used by spammers, if security problems become widespread or frequent or if ISPs cannot effectively control spam, the use of email as a means of communication may decline as consumers find alternative ways to communicate. In addition, if alternative communications tools, such as social media or text messaging, gain widespread acceptance, the need for email may lessen. Any decrease in the use of email would reduce demand for our email marketing product and harm our business.

Various private spam blacklists have in the past interfered with, and may in the future interfere with, the effectiveness of our products and our ability to conduct business.

We depend on email to market to and communicate with our customers, and our customers rely on email to communicate with their customers and members. Various private entities attempt to regulate the use of email for commercial solicitation. These entities often advocate standards of conduct or practice that significantly exceed current legal requirements and classify certain email solicitations that comply with current legal requirements as spam. Some of these entities maintain “blacklists” of companies and individuals, and the websites, ISPs and Internet protocol addresses associated with those entities or individuals that do not adhere to those standards of conduct or practices for commercial email solicitations that the blacklisting entity believes are appropriate. If a company’s Internet protocol addresses are listed by a blacklisting entity, emails sent from those addresses may be blocked if they are sent to any Internet domain or Internet address that subscribes to the blacklisting entity’s service or purchases its blacklist.

Some of our Internet protocol addresses currently are listed with one or more blacklisting entities and, in the future, our other Internet protocol addresses may also be listed with these and other blacklisting entities. There can be no guarantee that we will not continue to be blacklisted or that we will be able to successfully remove ourselves from those lists. Blacklisting of this type could interfere with our ability to market our products and services and communicate with our customers and could undermine the effectiveness of our customers’ marketing campaigns, all of which could have a material negative impact on our business and results of operations.

Our customers’ use of our products and website to transmit negative messages or website links to harmful applications in violation of our policies or otherwise could damage our reputation, and we may face liability for unauthorized, inaccurate or fraudulent information distributed via our products.

Our customers could use our products or website to transmit negative messages or website links to harmful applications, reproduce and distribute copyrighted material or the trademarks of others without permission, or report inaccurate or fraudulent data or information. Any such use of our products could damage our reputation and we could face claims for damages, copyright or trademark infringement, defamation, negligence or fraud. Moreover, our customers’ promotion of their products and services through our products may not comply with federal, state and foreign laws. We cannot predict whether our role in facilitating these activities would expose us to liability under these laws. Even if claims asserted against us do not result in liability, we may incur substantial costs in investigating and defending such claims. If we are found liable for our customers’ activities, we could be required to pay fines or penalties, redesign business methods or otherwise expend resources to remedy any damages caused by such actions and to avoid future liability.

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Our customers’ use of our SaveLocal product may negatively impact our reputation and could subject us to legal and regulatory risks, each of which could harm our business and results of operations.

Our brand and reputation may be harmed by our customers’ use of our SaveLocal product. Any shortcomings of one or more of our SaveLocal customers, particularly with respect to an issue affecting the quality of the deal offered or the products or services sold or such customer’s fraudulent or deceptive conduct, may be attributed to us, potentially damaging our reputation and brand value, reducing our ability to attract new customers or retain our current customers and subjecting us to potential liability, thereby negatively affecting our results of operations.

The application of certain U.S. and international laws and regulations to SaveLocal deals and to our role in facilitating our customers’ offer of SaveLocal deals is uncertain. These include laws and regulations such as the Credit Card Accountability Responsibility and Disclosure Act of 2009, or the CARD Act, the laws of most states, which contain provisions governing product terms and conditions of gift cards, gift certificates, stored value or pre-paid cards or coupons and unclaimed and abandoned property laws. These laws may include provisions prohibiting or limiting the use of expiration dates on gift cards or the amount of fees charged in connection with gift cards or requiring specific disclosures on or in connection with gift cards and the imposition of certain fees.

If we are required to alter our business practices as a result of any laws or regulations, our revenue could decrease, our costs could increase and our business could otherwise be harmed. In addition, the costs and expenses associated with defending any actions related to such additional laws and regulations and any payments of related penalties, judgments or settlements could adversely impact our financial results.

In addition, if any laws or regulations require that the face value of SaveLocal coupons have a minimum expiration period beyond the period desired by our SaveLocal customers for their promotional programs, or no expiration period, this may affect the willingness of our customers to use our SaveLocal product in jurisdictions where these laws apply.

Our business may be negatively impacted by seasonal trends.

Sales of our products are impacted by seasonality. Small organizations are typically less active during the summer months. As a result, we adjust our sales and marketing activities accordingly. Thus, we generate fewer new customers during this time. If these seasonality trends change materially, our financial and operating results for any given quarter may be negatively impacted and may differ materially from results in prior quarterly periods. In addition, our recent acquisition of SinglePlatform may impact our historical seasonality trends.

If we fail to enhance our existing products or develop new products, our products may become obsolete or less competitive and we could lose customers.

If we are unable to enhance our existing products successfully, including our current recent enhancements to our contact management functionality and our plans to update our editing environment, or develop new products that keep pace with rapid technological developments and meet our customers’ needs, our business will be harmed. Creating and designing such enhancements and new products entails significant technical and business risks and requires substantial expenditures and lead-time, and there is no guarantee that such enhancements and new products will be completed in a timely fashion, nor is there any guarantee that any new product offerings will anticipate our customer’s needs or gain acceptance among our customers or in the broader market. In addition, such enhancements and new products may not be profitable for a number of years, if at all, and even if they are profitable, operating margins for new products may not be as high as the margins we have experienced historically. Our existing customers and prospective new customers may be dissatisfied with our enhancements to our existing products and may leave us or choose competing providers, or may not view any new product as complementary to our other product offerings and not purchase such additional products.

If we cannot successfully enhance our existing services or develop new products or if we are not successful in implementing such enhancements and selling new products to our customers, we could lose customers or have difficulty attracting new customers, which would adversely impact our financial performance.

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Our relationships with our partners may not be as successful in generating new customers as we anticipate, which could adversely affect our ability to increase our customer base.

We maintain a network of different types of partners, some of whom refer customers to us through links on their websites and outbound promotion to their customers, resell our products and create integrations with our products. We have invested and will continue to invest in programs to enhance our partners’ effectiveness; however, these programs could require substantial investment while providing no assurance of return or incremental revenue. We also rely on some of our partners to create integrations with third-party applications and platforms used by our customers. If we fail to encourage our partners to create such integrations, demand for our products could decrease, which would harm our business and operating results. If we are unable to maintain our contractual relationships with existing partners or establish new contractual relationships with potential partners, we may experience delays and increased costs in adding customers, which could have a material adverse effect on us. The number of customers we are able to add through these relationships is dependent on the marketing efforts of our partners over which we exercise very little control, and a significant decrease in the number of new customers generated through these relationships or failure of our investment in partner programs to be effective could adversely affect the size of our customer base and revenue.

Competition for employees in our industry is intense, and we may not be able to attract and retain the highly skilled employees whom we need to support our business.

Competition for highly skilled engineering and marketing personnel is intense and we continue to face difficulty identifying and hiring qualified personnel in certain areas of our business and in certain locations. We may not be able to hire and retain such personnel at compensation levels consistent with our existing compensation and salary structure. Many of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment. In particular, candidates making employment decisions, particularly in high-technology industries, often consider the value of any equity they may receive in connection with their employment. As a result, any significant volatility in the market price of our stock, including the recent decline in share value, may adversely affect our ability to attract or retain highly skilled engineering and marketing personnel.

In addition, we invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their replacements and the quality of our services and our ability to serve our customers could diminish, resulting in a material adverse effect on our business.

The success of our SinglePlatform offering is based, in part, on the quality of the content provided by our SinglePlatform customers and our ability to maintain a strong network of publishers.

Our SinglePlatform customers provide us with current information about their business that we, in turn, provide to our network of electronic publishers, such as Yelp, foursquare^®, YP.com and Urbanspoon^®. The success of the SinglePlatform offering depends, in part, on our ability to provide these publishers and their consumers with the information they seek, which in turn depends on the quantity and quality of the content provided by our SinglePlatform customers. For example, we may be unable to provide these publishers and their consumers with the information they seek if our customers do not contribute content that is helpful, reliable and up-to-date, or if they remove content they previously submitted. If our SinglePlatform product does not provide content that is helpful, reliable and up-to-date, our ability to maintain our current network of electronic publishers and sign up new publishers could be harmed. If we are unable to provide our electronic publishers and their consumers with the information they seek, or if they can find equivalent content on other services, they may stop or reduce their use of our product, which could negatively impact our ability to retain existing customers and obtain new customers and our business would be harmed.

If we fail to retain our key personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.

Our future depends, in part, on our ability to attract and retain key personnel. Our future also depends on the continued contributions of our executive officers and other key technical and marketing personnel, each of whom would be difficult to replace. In particular, Gail F. Goodman, our Chairman, President and Chief Executive Officer, is critical to the management of our business and operations and the development of our strategic direction. The loss of the services of Ms. Goodman or other executive officers or key personnel and the process to replace any of our key personnel would involve significant time and expense, may take longer than anticipated and may significantly delay or prevent the achievement of our business objectives.

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We rely on third-party computer hardware and software that may be difficult to replace or that could cause errors or failures of our service and that requires us to closely monitor our usage to ensure that we remain in compliance with any applicable licensing requirements.

We rely on computer hardware purchased and software licensed from third parties in order to offer our products, including hardware and software from such large vendors as International Business Machines Corporation, Dell Computer Corporation, 3PAR Inc., a division of the Hewlett-Packard Company, Oracle Corporation, Juniper Networks, Inc., Cisco Systems, Inc., Ciena Corporation and EMC Corporation. This hardware and software may not continue to be available on commercially reasonable terms, or at all. If we lose the right to use any of this hardware or software or such hardware or software malfunctions, our customers could experience delays or be unable to access our services until we can obtain and integrate equivalent technology or repair the malfunctioning hardware or software. Any delays or failures associated with our services could upset our customers and harm our business. In addition, if we fail to remain in compliance with the licensing requirements related to any third-party computer hardware and software we use, we may be subject to unanticipated expenses, auditing costs, penalties and the loss of such hardware and software, all of which could have a material adverse effect on our financial condition and results of operations.

If we are unable to protect the confidentiality of our unpatented proprietary information, processes and know-how and trade secrets, the value of our technology and products could be adversely affected.

We rely heavily upon unpatented proprietary technology, processes and know-how and trade secrets. Although we try to protect this information in part by executing confidentiality agreements with our employees, consultants and third parties, such agreements may offer only limited protection and may be breached. Any unauthorized disclosure or dissemination of our proprietary technology, processes and know-how or our trade secrets, whether by breach of a confidentiality agreement or otherwise, may cause irreparable harm to our business, and we may not have adequate remedies for any such breach. In addition, our trade secrets may otherwise be independently developed by our competitors or other third parties. If we are unable to protect the confidentiality of our proprietary information, processes and know-how or our trade secrets are disclosed, the value of our technology and services could be adversely affected, which could negatively impact our business, financial condition and results of operations.

Our use of open source software could impose limitations on our ability to commercialize our products.

We incorporate open source software into our products. Although we monitor our use of open source software closely, the terms of many open source licenses to which we are subject have not been interpreted by United States or foreign courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our products. In such event, we could be required to seek licenses from third parties in order to continue offering our products, to re-engineer our products or to discontinue sales of our products, or to release our software code under the terms of an open source license, any of which could materially adversely affect our business. Given the nature of open source software, there is also a risk that third parties may assert copyright and other intellectual property infringement claims against us based on our use of certain open source software programs.

Our anticipated growth could strain our personnel resources and infrastructure, and if we are unable to implement appropriate controls and procedures to manage our anticipated growth, we may not be able to implement our business plan successfully.

We are currently experiencing a period of rapid growth in our headcount and operations, which has placed, and will continue to place, to the extent that we are able to sustain such growth, a significant strain on our management and our administrative, operational and financial reporting infrastructure. Our success will depend in part on the ability of our senior management to manage this expected growth effectively. To do so, we believe we will need to continue to hire, train and manage new employees as needed. If our new hires perform poorly, or if we are unsuccessful in hiring, training, managing and integrating these new employees, or if we are not successful in retaining our existing employees, our business may be harmed. To manage the expected growth of our operations and personnel, we will need to continue to improve our operational and financial controls and update our reporting procedures and systems. The expected addition of new employees and the capital investments that we anticipate will be necessary to manage our anticipated growth will increase our cost base, which will make it more difficult for us to offset any future revenue shortfalls by reducing expenses in the short term. If we fail to manage our anticipated growth successfully, we will be unable to execute our business plan successfully.

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Providing our products to customers outside the United States exposes us to risks inherent in international business.

Customers in more than 180 countries and territories currently use our products. In 2011, we opened a marketing office in the United Kingdom and we may continue to expand our international operations in the future. Accordingly, we are subject to risks and challenges that we would otherwise not face if we conducted our business only in the United States. The risks and challenges associated with providing our products to customers outside the United States include:

• localization of our products, including translation into foreign languages and associated expenses;

• laws and business practices favoring local competitors;

• compliance with multiple, conflicting and changing governmental laws and regulations, including those relating to tax, email, privacy and data protection;

• foreign currency fluctuations;

• different pricing environments;

• difficulties in staffing and maintaining foreign operations; and

• regional economic and political conditions.

If we fail to meet these risks and challenges, we will be unable to execute our business plan and may be subject to fines and regulatory actions.

We have incurred net losses in the past and expect to incur net losses on a quarterly basis in the future.

We have incurred net losses in the past and expect to incur net losses on a quarterly basis in the future. We reported net income for the second and third quarters of 2013 and for 2012, 2011 and 2010; however, we experienced net losses in prior years and a net loss for the first quarter of 2013. While we expect to generate future profitability, we may experience net losses in future periods, particularly quarterly periods. In addition, we expect our operating expenses to increase as we continue to expand our operations. If our operating expenses exceed our expectations, our financial performance could be adversely affected.

Failure to maintain effective internal control over financial reporting and disclosure controls and procedures would have a material adverse effect on our business.

The Sarbanes-Oxley Act of 2002 requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. In order to comply with Section 404 of the Sarbanes-Oxley Act’s requirements relating to internal control over financial reporting, we incur substantial accounting expense and expend significant management time on compliance-related issues. We expect to continue to incur such expenses and expend such time in the future. If in the future we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock would likely decline and we could be subject to sanctions or investigations by the NASDAQ Stock Market, the SEC or other regulatory authorities, which would require additional financial and management resources.

Our ability to use net operating loss carry-forwards in the United States may be limited.

As of December 31, 2012, we had net operating loss carry-forwards of $42.9 million for U.S. federal tax purposes and $1.1 million for state tax purposes. These loss carry-forwards expire at varying dates between 2013 and 2032. To the extent available, we intend to use these net operating loss carry-forwards to reduce the corporate income tax liability associated with our operations. Section 382 of the Internal Revenue Code of 1986, as amended, generally imposes an annual limitation on the amount of net operating loss carry-forwards that may be used to offset taxable income when a corporation has undergone significant changes in stock ownership. While our analysis shows that our public stock offerings and prior private financings have not resulted in ownership changes that would limit our ability to utilize net operating loss carry-forwards, any subsequent ownership changes could result in such a limitation. To the extent our use of net operating loss carry-forwards is significantly limited, our income could be subject to corporate income tax earlier than it would if we were able to use net operating loss carry-forwards, which could have a negative effect on our financial results.

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Our quarterly results may fluctuate and if we fail to meet the expectations of analysts or investors, our stock price could decline substantially.

Our quarterly operating results may fluctuate, and if we fail to meet or exceed the expectations of securities analysts or investors, the trading price of our common stock could decline. Some of the important factors that could cause our revenue and operating results to fluctuate from quarter to quarter include:

• our ability to attract new customers, retain existing customers and satisfy our customers’ requirements;

• general economic conditions;

• average revenue per customer;

• our cost to acquire new customers;

• changes in our pricing policies;

• our ability to expand our business;

• our ability to execute successfully on our strategy;

• new product and service introductions;

• technical difficulties or interruptions in our services as a result of our actions or those of third parties;

• the timing of additional investments in our hardware and software systems;

• the seasonal trends in our business;

• regulatory compliance costs;

• costs associated with future acquisitions of technologies and businesses and our ability to successfully integrate these acquisitions; and

• extraordinary expenses such as litigation or other dispute-related settlement payments.

Some of these factors are not within our control, and the occurrence of one or more of them may cause our operating results to vary widely. As such, we believe that quarter-to-quarter comparisons of our revenue and operating results may not be meaningful and should not be relied upon as an indication of future performance.

We may need additional capital in the future, which may not be available to us on favorable terms, or at all, and may dilute the ownership of our existing stockholders.

We have historically relied on outside financing and cash from operations to fund our operations, capital expenditures and growth. We may require additional capital from equity or debt financing in the future to:

• fund our operations;

• respond to competitive pressures;

• take advantage of strategic opportunities, including more rapid expansion of our business or the acquisition of complementary products, technologies or businesses; and

• develop new products or enhancements to existing products.

We may not be able to secure timely additional financing on favorable terms, or at all. The terms of any additional financing may place limits on our financial and operating flexibility. If we raise additional funds through issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution, and any new securities we issue could have rights, preferences and privileges senior to those of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us, if and when we require it, our ability to grow or support our business and to respond to business challenges could be significantly limited.

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We may engage in future acquisitions that could disrupt our business, dilute stockholder value and harm our business, operating results or financial condition.

We have completed several acquisitions in the past three years, including our most recent acquisition of SinglePlatform in June 2012. We have, from time to time, evaluated other acquisition opportunities and may pursue acquisition opportunities in the future. Acquisitions involve numerous risks, including:

• an inability to locate a suitable acquisition candidate or technology or acquire a desirable candidate or technology on favorable terms;

• difficulties in integrating personnel and operations from the acquired business or acquired technology with our existing technology and products and in retaining and motivating key personnel from the acquired business;

• disruptions in our ongoing operations and the diversion of our management’s attention from their day-to-day responsibilities associated with operating our business;

• increases in our expenses that adversely impact our business, operating results and financial condition;

• potential write-offs of acquired assets and increased amortization expense related to identifiable assets acquired; and

• potentially dilutive issuances of equity securities or the incurrence of debt.

In addition, any acquisitions we complete may not ultimately strengthen our competitive position or achieve our goals, or such an acquisition may be viewed negatively by our customers, stockholders or the financial markets.

RISKS RELATED TO THE OWNERSHIP OF OUR COMMON STOCK

The market price of our common stock has been and may continue to be volatile.

The trading price of our common stock has been and may continue to be highly volatile and could be subject to wide fluctuations in response to various factors. Some of the factors that may cause the market price of our common stock to fluctuate include:

• fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

• quarterly unique customer additions and customer retention rates;

• changes in estimates of our financial results or recommendations by securities analysts;

• changes in general economic, industry and market conditions;

• failure of any of our products to achieve or maintain market acceptance;

• changes in market valuations of similar companies;

• success of competitive products;

• our ability to successfully integrate acquisitions;

• changes in our capital structure, such as future issuances of securities or the incurrence of debt;

• announcements by us or our competitors of significant products, contracts, acquisitions or strategic alliances;

• regulatory developments in the United States, foreign countries or both;

• litigation involving our company, our general industry or both;

• additions or departures of key personnel;

• investors’ general perception of us; and

• the total number of shares of our common stock that have been sold short.

In addition, if the market for technology stocks or the stock market in general experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to class action lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management.

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There can be no assurance that our stock repurchase program will enhance long-term stockholder value and stock repurchases could increase the volatility of the price of our common stock and will diminish our cash and cash equivalents.

On April 25, 2013, we announced that our Board of Directors approved a stock repurchase program for up to $20 million of our common stock through December 31, 2013. Under the repurchase program, we are authorized to repurchase shares in the open market, which may include the use of 10b5-1 trading plans, or through privately negotiated transactions. The timing and amount of repurchases, if any, will depend upon several factors, including market and business conditions. The repurchase program may be suspended or discontinued at any time without prior notice. Repurchases pursuant to our stock repurchase program could affect our stock price and increase its volatility. The existence of a stock repurchase program could also cause our stock price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our stock. Additionally, our stock repurchase program will diminish our cash and cash equivalents, which may reduce our flexibility with respect to future acquisitions. There can be no assurance that any stock repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased shares of stock. Although our stock repurchase program is intended to enhance long-term stockholder value, short-term stock price fluctuations could reduce the program’s effectiveness.

If securities or industry analysts do not continue to publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. We do not control these analysts. If one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume to decline.

Anti-takeover provisions in our charter documents and Delaware law could discourage, delay or prevent a change of control of our company and may affect the trading price of our common stock.

We are a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay or prevent a change of control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our restated certificate of incorporation and second amended and restated bylaws may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable. Among other things, our restated certificate of incorporation and second amended and restated bylaws:

• authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to impede or delay a takeover attempt;

• establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election;

• require that directors only be removed from office for cause and only upon a supermajority stockholder vote;

• provide that vacancies on our board of directors, including newly created directorships, may be filled only by a majority vote of directors then in office;

• limit who may call special meetings of stockholders;

• prohibit stockholder action by written consent, requiring all actions to be taken at a meeting of the stockholders; and

• require supermajority stockholder voting to effect certain amendments to our restated certificate of incorporation and second amended and restated bylaws.

We do not currently intend to pay dividends on our common stock and, consequently, the ability to achieve a return on an investment in our common stock will depend on appreciation in the price of our common stock.

We do not expect to pay cash dividends on our common stock. Any future dividend payments are within the absolute discretion of our board of directors and will depend on, among other things, our results of operations, working capital requirements, capital expenditure requirements, financial condition, contractual restrictions, business opportunities, anticipated cash needs, provisions of applicable law and other factors that our board of directors may deem relevant. We may not generate sufficient cash from operations in the future to pay dividends on our common stock.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following is a summary of our repurchases of our common stock during the three month period ended September 30, 2013:

Period	Total Number of Shares Purchased		Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
July 1 to July 31, 2013		61,423	$	17.43		61,423	$	17,311,352
August 1 to August 31, 2013		13,577		18.55		13,577		17,059,437
September 1 to September 30, 2013		75,000		21.17		75,000		15,471,395
Total		150,000	$	19.40		150,000	$	15,471,395

(1) Includes commissions, markups and expenses.

(2) In April 2013, our board of directors approved the repurchase of up to $20 million of our common stock through December 31, 2013. Repurchased shares are retired and resume the status of authorized but unissued shares of common stock.

Item 6. Exhibits

The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed (other than exhibit 32.1 and exhibit 32.2) as part of this Quarterly Report on Form 10-Q and such Exhibit Index is incorporated herein by reference.

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SIGNATURES

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

	CONSTANT CONTACT, INC.
Date: October 30, 2013	By:	/s/ Gail F. Goodman
		Gail F. Goodman
		President and Chief Executive Officer
		(Principal Executive Officer)
Date: October 30, 2013	By:	/s/ Harpreet S. Grewal
		Harpreet S. Grewal
		Executive Vice President and Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)

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EXHIBIT INDEX

Listed and indexed below are all Exhibits filed as part of this report.

Exhibit No.	Description
3.1(1)	Restated Certificate of Incorporation of Constant Contact, Inc.
3.2(2)	Second Amended and Restated Bylaws of Constant Contact, Inc.
4.1(3)	Specimen Common Stock Certificate (Constant Contact, Inc.)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 *	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer.
32.2 *	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Financial Officer.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.

(1) Incorporated by reference to Exhibit 3.2 to Constant Contact, Inc.’s Registration Statement on Form S-1, as amended (Registration Number 333-144381), filed with the Securities and Exchange Commission on September 4, 2007.

(2) Incorporated by reference to Exhibit 3.4 to Constant Contact, Inc.’s Registration Statement on Form S-1, as amended (Registration Number 333-144381), filed with the Securities and Exchange Commission on September 4, 2007.

(3) Incorporated by reference to Exhibit 4.1 to Constant Contact, Inc.’s Registration Statement on Form S-1, as amended (Registration Number 333-144381), filed with the Securities and Exchange Commission on September 4, 2007.

* This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

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EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a), AS ADOPTED PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gail F. Goodman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Constant Contact, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 30, 2013	/s/ Gail F. Goodman
	Gail F. Goodman
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a), AS ADOPTED PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Harpreet S. Grewal, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Constant Contact, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 30, 2013	/s/ Harpreet S. Grewal
	Harpreet S. Grewal
	Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2013 of Constant Contact, Inc. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gail F. Goodman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated October 30, 2013	/s/ Gail F. Goodman
	Gail F. Goodman
	President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2013 of Constant Contact, Inc. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Harpreet S. Grewal, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: October 30, 2013	/s/ Harpreet S. Grewal
	Harpreet S. Grewal
	Executive Vice President and Chief Financial Officer and Treasurer

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

Marketable Securities

At September 30, 2013, marketable securities by security type consisted of:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
U.S. Treasury Notes	$	15,050	$	19	$	—		$	15,069
Corporate and Agency Bonds		9,816		5		(1	)		9,820
Commercial Paper		999		—		—			999
Total	$	25,865	$	24	$	(1	)	$	25,888

At September 30, 2013, marketable securities consisted of investments that mature within one year with the exception of one government bond and four corporate and agency bonds with a fair value of $12,133 that mature within two years.

At December 31, 2012, marketable securities by security type consisted of:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
U.S. Treasury Notes	$	10,138	$	20	$	—	$	10,158
Corporate and Agency Bonds		12,675		1		—		12,676
Certificates of Deposit		1,000		—		—		1,000
Commercial Paper		1,898		—		—		1,898
Total	$	25,711	$	21	$	—	$	25,732

Fair Value Hierarchy for Cash Equivalents and Marketable Securities Measured at Fair Value on Recurring Basis

The following tables present the Company’s fair value hierarchy for its cash equivalents and marketable securities, which are measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012:

	Fair Value Measurements at September 30, 2013 Using
	Level 1		Level 2		Level 3		Total
Financial Assets:
Money Market Instruments	$	38,311	$	—	$	—	$	38,311
U.S. Treasury Notes		15,069		—		—		15,069
Corporate and Agency Bonds		—		9,820		—		9,820
Commercial Paper		—		999		—		999
Total	$	53,380	$	10,819	$	—	$	64,199

	Fair Value Measurements at December 31, 2012 Using
	Level 1		Level 2		Level 3		Total
Financial Assets:
Money Market Instruments	$	38,320	$	—	$	—	$	38,320
U.S. Treasury Notes		10,158		—		—		10,158
Corporate and Agency Bonds		—		12,676		—		12,676
Certificates of Deposit		—		1,000		—		1,000
Commercial Paper		—		1,898		—		1,898
Total	$	48,478	$	15,574	$	—	$	64,052

Estimated Useful Lives of Assets

Estimated useful lives of assets are as follows:

Computer equipment	3 years
Software	3 years
Furniture and fixtures	5 years
Leasehold improvements	Shorter of life of lease or estimated useful life

Shares Used in Computing Diluted Net Income Per Share

The following is a summary of the shares used in computing diluted net income per share:

	Three months ended September 30,				Nine months ended September 30,
	2013		2012		2013		2012
	(In thousands)
Weighted average shares used in calculating basic net income per share		30,696		30,466		30,672		30,339
Stock options		490		455		381		667
Warrants		1		1		1		1
Unvested restricted stock and restricted stock units		137		35		86		36
Shares used in computing diluted net income per share		31,324		30,957		31,140		31,043

Common Stock Equivalents Excluded from Computation of Diluted Net Income (Loss) Per Share

The following common stock equivalents were excluded from the computation of diluted net income per share because they had an anti-dilutive impact as the proceeds under the treasury stock method were in excess of the average fair market value for the period:

	Three months ended September 30,				Nine months ended September 30,
	2013		2012		2013		2012
	(In thousands)
Options to purchase common stock		3,352		3,818		4,184		2,979
Unvested restricted stock and restricted stock units		241		110		174		78
Total options exercisable into common stock, restricted stock units issuable in common stock and restricted stock		3,593		3,928		4,358		3,057

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Condensed Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Income Statement [Abstract]
Revenue	$ 72,039	$ 63,846	$ 210,452	$ 185,856
Cost of revenue	20,478	18,722	60,964	54,755
Gross profit	51,561	45,124	149,488	131,101
Operating expenses
Research and development	12,133	9,776	34,400	29,051
Sales and marketing	24,608	24,881	83,214	76,435
General and administrative	9,136	7,956	29,078	23,201
Acquisition costs and other related charges		(6,020)		(5,297)
Total operating expenses	45,877	36,593	146,692	123,390
Income from operations	5,684	8,531	2,796	7,711
Interest income and other income (expense), net	133	68	116	201
Income before income taxes	5,817	8,599	2,912	7,912
Income tax (expense) benefit	(2,215)	(1,978)	266	(1,535)
Net income	$ 3,602	$ 6,621	$ 3,178	$ 6,377
Net income per share:
Basic	$ 0.12	$ 0.22	$ 0.10	$ 0.21
Diluted	$ 0.11	$ 0.21	$ 0.10	$ 0.21
Weighted average shares outstanding used in computing per share amounts:
Basic	30,696	30,466	30,672	30,339
Diluted	31,324	30,957	31,140	31,043

XML

Goodwill and Acquired Intangible Assets

9 Months Ended

Sep. 30, 2013

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Acquired Intangible Assets

4. Goodwill and Acquired Intangible Assets

The carrying amount of goodwill was $95,505 at September 30, 2013 and December 31, 2012. Goodwill is not amortized, but instead is reviewed for impairment at least annually in the fourth quarter or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired.

Intangible assets consist of the following:

			September 30,2013						December 31, 2012
	Estimated Useful Life		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology		3 years	$	4,357	$	2,054	$	2,303	$	4,357	$	1,222	$	3,135
Customer relationships		3.75 years		3,315		1,621		1,694		3,315		822		2,493
Publisher relationships		5 years		710		189		521		710		83		627
Trade name		5 years		570		152		418		570		67		503
			$	8,952	$	4,016	$	4,936	$	8,952	$	2,194	$	6,758

The Company amortizes the intangible assets over the estimated useful lives noted above. Amortization of the developed technology and publisher relationships assets is on a straight-line basis as the pattern of consumption of the economic benefits of the intangible assets cannot be reliably determined. The Company also amortizes the trade name asset over its estimated useful life on a straight-line basis as the straight-line basis is not materially different than the pattern of consumption of economic benefit basis. Customer relationships are amortized over their useful life based on the pattern of consumption of economic benefit of the asset. Amortization commences once the asset has been placed in service. Amortization expense for intangible assets was $596 and $637 for the three months ended September 30, 2013 and 2012, respectively. Amortization expense for intangible assets was $1,822 and $1,093 for the nine months ended September 30, 2013 and 2012, respectively. Amortization relating to developed technology and publisher relationships is recorded within cost of revenue and amortization of customer relationships and trade name is recorded within sales and marketing expense. Future estimated amortization expense as of September 30, 2013 is as follows:

Remainder of 2013	$	581
2014		2,196
2015		1,583
2016		470
2017		106
Total	$	4,936

XML

Summary of Significant Accounting Policies - Marketable Securities (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	$ 25,865	$ 25,711
Gross Unrealized Gains	24	21
Gross Unrealized Losses	(1)
Estimated Fair Value	25,888	25,732
U.S. Treasury Notes [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	15,050	10,138
Gross Unrealized Gains	19	20
Estimated Fair Value	15,069	10,158
Corporate and Agency Bonds [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	9,816	12,675
Gross Unrealized Gains	5	1
Gross Unrealized Losses	(1)
Estimated Fair Value	9,820	12,676
Certificates of Deposit [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost		1,000
Estimated Fair Value		1,000
Commercial Paper [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	999	1,898
Estimated Fair Value	$ 999	$ 1,898

XML

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2013

CardStar [Member]

Allocation of Purchase Price

The Company allocated the purchase price as follows:

Purchased technology	$	624
Net deferred tax assets		553
Goodwill		4,573
Total assets acquired	$	5,750

SinglePlatform [Member]

Allocation of Purchase Price

The following table summarizes the purchase price for SinglePlatform and the allocation of the purchase price:

Purchase consideration:
Total cash paid, net of cash acquired	$	62,546
Cash acquired		311
Fair value of contingent consideration		12,152
Total purchase price consideration	$	75,009
Assets acquired and liabilities assumed:
Cash	$	311
Accounts receivable		48
Prepaid expenses and other current assets		60
Property and equipment		14
Identifiable intangible assets		4,760
Other assets		91
Net deferred tax assets		72
Goodwill		71,997
Total assets acquired		77,353
Accounts payable, accrued expenses and other current liabilities		(1,734	)
Deferred revenue		(610	)
Total liabilities assumed		(2,344	)
Total allocation of purchase price consideration	$	75,009

Estimated Fair Values and Useful Lives of Identifiable Intangible Assets Acquired

The following table presents the estimated fair values and useful lives of identifiable intangible assets acquired:

	Amount		Weighted Average Useful Life
			(in years)
Developed technology	$	850	3
Customer relationships		2,630	3.75
Publisher relationships		710	5
Trade name		570	5
Total identifiable intangible assets	$	4,760	3.95

Pro Forma Results of Historical Consolidated Statements of Operations

The following table presents the pro forma results of the historical consolidated statements of operations of the Company and SinglePlatform for the nine months ended September 30, 2012, giving effect to the merger as if it occurred on January 1, 2011:

	Nine months ended September 30, 2012
Pro forma revenue	$	186,320
Pro forma net income	$	4,794

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Income Taxes - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Income Tax Disclosure [Abstract]
Income tax (expense) benefit	$ (2,215)	$ (1,978)	$ 266	$ (1,535)
Effect of change in the tax law			1,324
Net deferred tax assets	12,269		12,269		11,985
Unrecognized tax benefits	0		0		0
Unrecognized tax benefits, accrued interest or tax penalties	$ 0		$ 0		$ 0

XML

Summary of Significant Accounting Policies - Shares Used in Computing Diluted Net Income Per Share (Detail) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Weighted average shares used in calculating basic net income per share	30,696	30,466	30,672	30,339
Shares used in computing diluted net income per share	31,324	30,957	31,140	31,043
Stock Option [Member]
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Unvested restricted stock and restricted stock units	490	455	381	667
Warrants [Member]
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Warrants	1	1	1	1
Unvested Restricted Stock and Restricted Stock Units [Member]
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Unvested restricted stock and restricted stock units	137	35	86	36

XML

Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Detail)	9 Months Ended
	Sep. 30, 2013
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of assets	3 years
Software [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of assets	3 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of assets	5 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of Leasehold improvements	Shorter of life of lease or estimated useful life

XML

Goodwill and Acquired Intangible Assets - Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 8,952	$ 8,952
Accumulated Amortization	4,016	2,194
Net Carrying Amount	4,936	6,758
Developed Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	3 years
Gross Carrying Amount	4,357	4,357
Accumulated Amortization	2,054	1,222
Net Carrying Amount	2,303	3,135
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	3 years 9 months
Gross Carrying Amount	3,315	3,315
Accumulated Amortization	1,621	822
Net Carrying Amount	1,694	2,493
Publisher Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	5 years
Gross Carrying Amount	710	710
Accumulated Amortization	189	83
Net Carrying Amount	521	627
Trade Name [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	5 years
Gross Carrying Amount	570	570
Accumulated Amortization	152	67
Net Carrying Amount	$ 418	$ 503

XML

Commitments and Contingencies - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	1 Months Ended	3 Months Ended			9 Months Ended		9 Months Ended			3 Months Ended		9 Months Ended					3 Months Ended		9 Months Ended							9 Months Ended
	Aug. 07, 2012 Plaintiff	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2013 Sales and Support Office [Member] OptionPlan	Sep. 30, 2013 General Office [Member]	Sep. 30, 2013 New York [Member]	Sep. 30, 2013 Third-Party Hosting Agreements [Member]	Sep. 30, 2012 Third-Party Hosting Agreements [Member]	Sep. 30, 2013 Third-Party Hosting Agreements [Member] Vendor	Sep. 30, 2012 Third-Party Hosting Agreements [Member]	Dec. 31, 2012 Third-Party Hosting Agreements [Member]	Sep. 30, 2013 Third-Party Hosting Agreements [Member] Other Long-Term Liabilities [Member]	Dec. 31, 2012 Third-Party Hosting Agreements [Member] Other Long-Term Liabilities [Member]	Sep. 30, 2013 Office Leases [Member]	Sep. 30, 2012 Office Leases [Member]	Sep. 30, 2013 Office Leases [Member]	Sep. 30, 2012 Office Leases [Member]	Dec. 31, 2012 Office Leases [Member]	Sep. 30, 2013 Office Leases [Member] Accrued Expenses [Member]	Dec. 31, 2012 Office Leases [Member] Accrued Expenses [Member]	Sep. 30, 2013 Office Leases [Member] Other Long-Term Liabilities [Member]	Dec. 31, 2012 Office Leases [Member] Other Long-Term Liabilities [Member]	Sep. 30, 2013 Headquarters Space [Member] OptionPlan
Operating Leased Assets [Line Items]
Lease expiration date																										Sep. 22, 2022
Time period for extension option							3 years																			10 years
Number of extension option							3																			1
Expiration of lease agreement					Various dates through mid-2017		April 2019	Various dates through 2018	October 2018
Prepaid rent										$ 916		$ 916		$ 1,120			$ 1,309		$ 1,309		$ 1,725
Prepaid expenses and other current assets		8,209			8,209	6,513				324		324		259			281		281		302
Other assets										592		592		861			1,028		1,028		1,423
Accrued rent balance																	2,160		2,160		2,154
Accrued rent balance included in accrued expenses																						333	282
Accrued rent balance included in other long-term liabilities															169	138								1,827	1,872
Rent expense										996	1,067	3,001	2,967				2,069	1,893	6,022	5,058
Number of vendors provide for related services												2
Amount of contractual commitments with various vendors		22,874			22,874
Letter of credit for the benefit of the landlord		1,300			1,300	750
Cash balance to secure the letter of credit		1,300			1,300	750
Amount payable upon achievement of certain revenue targets		15,000			15,000
Accrual for contingency		0			0	0
Number of Plaintiffs	2
Litigation settlement, aggregate payment					800
Loss contingency accrual		820		820	820
Period for audit of company's assets held in town, beginning year		2008			2008
Assessment of taxes owed for equipment held in town					664
Amount of taxes paid for equipment held in town					181
Accrued taxes amount for equipment held in town		483			483
Estimated range of losses with respect to amount of tax, minimum		664			664
Estimated range of losses with respect to amount of tax, maximum		1,216			1,216
Reduction to general & administrative expenses related to overpayments of sales taxes		176
General & administrative expenses related overpayments of sales taxes in the first/second quarter			$ 124	$ 52

XML

Acquisitions - Estimated Fair Values and Useful Lives of Identifiable Intangible Assets Acquired (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013
Acquired Finite-Lived Intangible Assets [Line Items]
Total identifiable intangible assets	$ 4,760
Total identifiable intangible assets, Weighted Average Useful Life	3 years 11 months 12 days
Developed Technology [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Total identifiable intangible assets	850
Total identifiable intangible assets, Weighted Average Useful Life	3 years
Customer Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Total identifiable intangible assets	2,630
Total identifiable intangible assets, Weighted Average Useful Life	3 years 9 months
Publisher Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Total identifiable intangible assets	710
Total identifiable intangible assets, Weighted Average Useful Life	5 years
Trade Name [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Total identifiable intangible assets	$ 570
Total identifiable intangible assets, Weighted Average Useful Life	5 years

XML

Summary of Significant Accounting Policies - Fair Value Hierarchy for Cash Equivalents and Marketable Securities Measured at Fair Value on Recurring Basis (Detail) (Recurring [Member], USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Financial Assets:
Total	$ 64,199	$ 64,052
Money Market Instruments [Member]
Financial Assets:
Cash and cash equivalents fair value disclosure	38,311	38,320
U.S. Treasury Notes [Member]
Financial Assets:
Available for sale securities fair value disclosure	15,069	10,158
Corporate and Agency Bonds [Member]
Financial Assets:
Available for sale securities fair value disclosure	9,820	12,676
Certificates of Deposit [Member]
Financial Assets:
Available for sale securities fair value disclosure		1,000
Commercial Paper [Member]
Financial Assets:
Available for sale securities fair value disclosure	999	1,898
Level 1 [Member]
Financial Assets:
Total	53,380	48,478
Level 1 [Member] | Money Market Instruments [Member]
Financial Assets:
Cash and cash equivalents fair value disclosure	38,311	38,320
Level 1 [Member] | U.S. Treasury Notes [Member]
Financial Assets:
Available for sale securities fair value disclosure	15,069	10,158
Level 2 [Member]
Financial Assets:
Available for sale securities fair value disclosure	10,819	15,574
Level 2 [Member] | Corporate and Agency Bonds [Member]
Financial Assets:
Available for sale securities fair value disclosure	9,820	12,676
Level 2 [Member] | Certificates of Deposit [Member]
Financial Assets:
Available for sale securities fair value disclosure		1,000
Level 2 [Member] | Commercial Paper [Member]
Financial Assets:
Available for sale securities fair value disclosure	999	1,898
Level 3 [Member]
Financial Assets:
Available for sale securities fair value disclosure
Level 3 [Member] | Money Market Instruments [Member]
Financial Assets:
Cash and cash equivalents fair value disclosure
Level 3 [Member] | U.S. Treasury Notes [Member]
Financial Assets:
Available for sale securities fair value disclosure
Level 3 [Member] | Corporate and Agency Bonds [Member]
Financial Assets:
Available for sale securities fair value disclosure
Level 3 [Member] | Certificates of Deposit [Member]
Financial Assets:
Available for sale securities fair value disclosure
Level 3 [Member] | Commercial Paper [Member]
Financial Assets:
Available for sale securities fair value disclosure

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Cash flows from operating activities
Net income	$ 3,178	$ 6,377
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	16,438	14,013
Amortization of premium on investments	146	430
Stock-based compensation expense	11,144	10,847
Provision for bad debts	13	9
Deferred income taxes	(292)	1,285
Contingent consideration adjustment		(6,094)
Taxes paid related to net share settlement of restricted stock units	(1,128)	(376)
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable	(71)	(129)
Prepaid expenses and other current assets	(1,695)	1,624
Other assets	269	(492)
Accounts payable	(4,607)	(3,985)
Accrued expenses	4,689	1,078
Deferred revenue	2,025	2,450
Other long-term liabilities	(14)	(13)
Net cash provided by operating activities	30,095	27,024
Cash flows from investing activities
Purchases of marketable securities	(15,834)	(36,357)
Proceeds from maturities of marketable securities	11,534	40,167
Proceeds from sales of marketable securities	4,000	40,600
Acquisition of businesses, net of cash acquired		(68,296)
Increase in restricted cash	(550)
Acquisition of property and equipment, including costs capitalized for development of internal use software	(14,134)	(15,076)
Net cash used in investing activities	(14,984)	(38,962)
Cash flows from financing activities
Proceeds from issuance of common stock pursuant to the exercise of stock options	2,461	4,227
Income tax benefit from the exercise of stock options	28	84
Proceeds from issuance of common stock pursuant to employee stock purchase plan	484	536
Repurchase of common stock	(4,529)
Net cash provided by (used in) financing activities	(1,556)	4,847
Effects of exchange rates on cash and cash equivalents	1	2
Net increase (decrease) in cash and cash equivalents	13,556	(7,089)
Cash and cash equivalents, beginning of period	67,775	49,589
Cash and cash equivalents, end of period	81,331	42,500
Supplemental disclosure of noncash investing and financing activities:
Capitalization of stock-based compensation	351	730
Fair value of contingent consideration recorded at the time of acquisition in accrued expenses and other long-term liabilities		$ 12,152

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements include those of the Company and its subsidiaries, after elimination of all intercompany accounts and transactions. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

The condensed consolidated balance sheet at December 31, 2012 was derived from audited financial statements, but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of September 30, 2013 and for the three and nine months ended September 30, 2013 and 2012 have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2012 included in the Company’s Annual Report on Form 10-K, File Number 001-33707, on file with the SEC.

In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s consolidated financial position as of September 30, 2013 and consolidated results of operations for the three and nine months ended September 30, 2013 and 2012 and consolidated cash flows for the nine months ended September 30, 2013 and 2012 have been made. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2013.

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 the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, management evaluates these estimates and assumptions, including those related to revenue recognition, stock-based compensation, goodwill and acquired intangible assets, capitalization of software and website development costs, liability for contingent consideration, litigation accruals and income taxes. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenue and expenses that are not readily apparent from other sources. Actual results could differ from these estimates.

Revenue Recognition

The Company provides access to its products primarily through subscription arrangements whereby the customer is charged a fee for access for a defined term. Subscription arrangements include access to use the Company’s software via the Internet and support services, such as telephone, email and chat support. When there is evidence of an arrangement, the fee is fixed or determinable and collectability is deemed reasonably assured, the Company recognizes revenue on a daily basis over the subscription period as the services are delivered. Delivery is considered to have commenced at the time the customer has paid for the products and has access to the account via a log-in and password. The Company generates revenue from its SaveLocal product by charging a fee to its customers based on the number of deals sold by its customers and the value of the successful deal. The Company recognizes revenue from the fee charged when there is evidence of an arrangement, the fee is fixed or determinable and collectability is deemed reasonably assured. The Company also offers ancillary services to its customers related to its subscription-based products such as custom services and training. When sold together, revenue from custom services, training and subscription products are accounted for separately based on vendor-specific objective evidence of fair value of each of the services as the services have value on a standalone basis and do not involve a significant degree of risk or unique acceptance criteria. Revenue from custom services and training is recognized as the services are performed.

Deferred Revenue

Deferred revenue consists of payments received in advance of delivery of the Company’s products described above and is recognized as the revenue recognition criteria are met. The Company’s customers generally pay for services in advance on a monthly, semiannual or annual basis.

Accounts Receivable

Management reviews accounts receivable on a periodic basis to determine if any receivables will potentially be uncollectible. The Company reserves for receivables that are determined to be uncollectible, if any, in its allowance for doubtful accounts. After the Company has exhausted all collection efforts, the outstanding receivable is written off against the allowance.

Concentration of Credit Risk and Significant Products and Customers

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and marketable securities. At September 30, 2013 and December 31, 2012, the Company had substantially all cash and investment balances at certain financial institutions without or in excess of federally insured limits, however, the Company maintains its cash balances and custody of its marketable securities with accredited financial institutions. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

For the three and nine months ended September 30, 2013, revenue from the Company’s email marketing product alone as a percentage of total revenue was approximately 84%. For the three and nine months ended September 30, 2012, revenue from the Company’s email marketing product alone as a percentage of total revenue was approximately 85% and 86%, respectively. No customer accounted for more than 10% of total revenue during these periods.

Goodwill and Acquired Intangible Assets

The Company records goodwill when consideration paid in a business acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but rather is tested for impairment annually or more frequently if facts and circumstances warrant a review. The Company performs its annual assessment for impairment of goodwill on November 30^th and has determined that there is a single reporting unit for the purpose of conducting this annual goodwill impairment assessment.

Intangible assets are recorded at their estimated fair values at the date of acquisition. The Company amortizes acquired intangible assets over their estimated useful lives based on the pattern of consumption of the economic benefits or, if that pattern cannot be readily determined, on a straight-line basis.

Software and Web Site Development Costs

Research and development costs are expensed as incurred and primarily include salaries, fees to consultants and other related costs. Relative to development costs of its on-demand products and website, the Company capitalizes certain direct costs to develop functionality as well as certain upgrades and enhancements that are probable to result in additional functionality. The costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized as part of property and equipment until the software is substantially complete and ready for its intended use. Capitalized software is amortized over a three-year period in the expense category to which the software relates.

Foreign Currency Translation

The functional currency of the Company’s UK operations is deemed to be the British pound. Accordingly, the assets and liabilities of the Company’s UK subsidiary are translated into United States dollars using the period-end exchange rate, and income and expense items are translated using the average exchange rate during the period. Cumulative translation adjustments are reflected as a separate component of stockholders’ equity. Foreign currency transaction gains and losses are charged to other income (expense) and were not material to the Company’s operations.

Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss), as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. The Company’s only elements of other comprehensive income (loss) are unrealized gains and losses on available-for-sale securities and translation adjustments.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the time of acquisition to be cash equivalents. The Company also considers receivables related to customer credit card purchases of $3,593 and $2,509 at September 30, 2013 and December 31, 2012, respectively, to be equivalent to cash. Cash equivalents are stated at fair value.

Marketable Securities

The Company’s marketable securities are classified as available-for-sale and are carried at fair value with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Realized gains and losses and declines in value judged to be other than temporary are included as a component of interest income and other income (expense), net based on the specific identification method.

At September 30, 2013, marketable securities by security type consisted of:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
U.S. Treasury Notes	$	15,050	$	19	$	—		$	15,069
Corporate and Agency Bonds		9,816		5		(1	)		9,820
Commercial Paper		999		—		—			999
Total	$	25,865	$	24	$	(1	)	$	25,888

At September 30, 2013, marketable securities consisted of investments that mature within one year with the exception of one government bond and four corporate and agency bonds with a fair value of $12,133 that mature within two years.

At December 31, 2012, marketable securities by security type consisted of:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
U.S. Treasury Notes	$	10,138	$	20	$	—	$	10,158
Corporate and Agency Bonds		12,675		1		—		12,676
Certificates of Deposit		1,000		—		—		1,000
Commercial Paper		1,898		—		—		1,898
Total	$	25,711	$	21	$	—	$	25,732

Fair Value of Financial Instruments

Certain assets and liabilities are carried at fair value under GAAP. 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 must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable, is 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 tables present the Company’s fair value hierarchy for its cash equivalents and marketable securities, which are measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012:

	Fair Value Measurements at September 30, 2013 Using
	Level 1		Level 2		Level 3		Total
Financial Assets:
Money Market Instruments	$	38,311	$	—	$	—	$	38,311
U.S. Treasury Notes		15,069		—		—		15,069
Corporate and Agency Bonds		—		9,820		—		9,820
Commercial Paper		—		999		—		999
Total	$	53,380	$	10,819	$	—	$	64,199

	Fair Value Measurements at December 31, 2012 Using
	Level 1		Level 2		Level 3		Total
Financial Assets:
Money Market Instruments	$	38,320	$	—	$	—	$	38,320
U.S. Treasury Notes		10,158		—		—		10,158
Corporate and Agency Bonds		—		12,676		—		12,676
Certificates of Deposit		—		1,000		—		1,000
Commercial Paper		—		1,898		—		1,898
Total	$	48,478	$	15,574	$	—	$	64,052

The Company has a contingent consideration liability associated with the acquisition of SinglePlatform, Corp. (“SinglePlatform”) in June 2012, which has been assessed at $0 as of September 30, 2013 (see Note 3). Contingent consideration is measured at fair value and is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of the contingent consideration liability uses assumptions and estimates to forecast a range of outcomes for the contingent consideration. The Company assesses these assumptions and estimates on a quarterly basis as additional data impacting the assumptions is obtained. Changes in the fair value of the contingent consideration liability related to updated assumptions and estimates are recognized within the consolidated statements of operations.

The significant unobservable inputs used in the fair value measurement of contingent consideration are the probabilities of successful achievement of the targeted revenues, the six-month periods in which the revenues are expected to be achieved and the discount rate. Increases or decreases in any of the forecasted scenarios or probabilities of success would result in a higher or lower fair value measurement, respectively. Increases or decreases in the actual achievement of milestones in the relevant period as compared to the estimated achievement would result in a higher or lower fair value measurement, respectively.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of the assets or, where applicable and if shorter, over the lease term. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is credited or charged to the statement of operations. Repairs and maintenance costs are expensed as incurred.

Estimated useful lives of assets are as follows:

Computer equipment	3 years
Software	3 years
Furniture and fixtures	5 years
Leasehold improvements	Shorter of life of lease or estimated useful life

Long-Lived Assets

The Company reviews the carrying values of its long-lived assets for possible impairment when events or changes in circumstance indicate that the related carrying amount may not be recoverable. Undiscounted cash flows are compared to the carrying value and when required, impairment losses on assets to be held and used are recognized based on the excess of the asset’s carrying amount over the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of unrestricted common shares outstanding for the period.

Diluted net income (loss) per share is computed by dividing net income (loss) by the sum of the weighted average number of unrestricted common shares outstanding during the period and the weighted average number of potential common shares from the assumed exercise of stock options and the vesting of shares of restricted common stock and restricted stock units using the “treasury stock” method when the effect is not anti-dilutive.

The following is a summary of the shares used in computing diluted net income per share:

	Three months ended September 30,				Nine months ended September 30,
	2013		2012		2013		2012
	(In thousands)
Weighted average shares used in calculating basic net income per share		30,696		30,466		30,672		30,339
Stock options		490		455		381		667
Warrants		1		1		1		1
Unvested restricted stock and restricted stock units		137		35		86		36
Shares used in computing diluted net income per share		31,324		30,957		31,140		31,043

The following common stock equivalents were excluded from the computation of diluted net income per share because they had an anti-dilutive impact as the proceeds under the treasury stock method were in excess of the average fair market value for the period:

	Three months ended September 30,				Nine months ended September 30,
	2013		2012		2013		2012
	(In thousands)
Options to purchase common stock		3,352		3,818		4,184		2,979
Unvested restricted stock and restricted stock units		241		110		174		78
Total options exercisable into common stock, restricted stock units issuable in common stock and restricted stock		3,593		3,928		4,358		3,057

Advertising Expense

The Company expenses advertising costs as incurred.

Accounting for Stock-Based Compensation

The Company values all stock-based compensation, including grants of stock options, restricted stock and restricted stock units, at fair value on the date of grant, and expenses the fair value over the applicable service period. The straight-line method is applied to all grants with service conditions, while the graded vesting method is applied to all grants with both service and performance conditions.

Income Taxes

Income taxes are provided for tax effects of transactions reported in the financial statements and consist of income taxes currently due plus deferred income taxes related to timing differences between the basis of certain assets and liabilities for financial statement and income tax reporting purposes. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance is provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed “more-likely-than-not” to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement.

Segment Data

The Company manages its operations as a single segment for purposes of assessing performance and making operating decisions. Revenue is generated predominately in the U.S. and all significant assets are held in the U.S.

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Stockholders' Equity and Stock-Based Compensation

9 Months Ended

Sep. 30, 2013

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stockholders' Equity and Stock-Based Compensation

5. Stockholders’ Equity and Stock-Based Compensation

Share Repurchase Program

In the second quarter of 2013, the Board of Directors authorized the repurchase of up to $20,000 of the Company’s common stock through December 31, 2013. Under the authorization, the Company can repurchase shares in the open market, which may include the use of 10b5-1 trading plans, or through privately negotiated transactions. The timing and amount of repurchases, if any, will depend upon several factors, including market and business conditions. Share repurchases may be suspended or discontinued at any time. The Company intends to fund repurchases from its cash and cash equivalents.

During the three months ended September 30, 2013, the Company repurchased 150,000 shares at an average price of $19.40 per share. The cumulative amount of shares repurchased since the plan was put in place in the second quarter of 2013 is 250,000 shares at an average price of $18.11 per share. These shares were retired and accounted for as a reduction to stockholders’ equity in the Company’s condensed consolidated balance sheet.

Stock-Based Awards

Stock Incentive Plan

The Company’s 2011 Stock Incentive Plan (the “2011 Plan”) permits the Company to make grants of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights and other stock-based awards with a maximum term of seven years. These awards may be granted to the Company’s employees, officers, directors, consultants and advisors. The Company reserved 4,200,000 shares of its common stock for issuance under the 2011 Plan. Additionally, per the terms of the 2011 Plan, shares of common stock previously reserved for issuance under the 2007 Stock Incentive Plan as well as shares reserved for outstanding awards under both the 2007 Stock Incentive Plan and the 1999 Stock Option/Stock Issuance Plan for which the awards are cancelled, forfeited, repurchased or otherwise result in common stock not being issued will be added to the number of shares available for issuance under the 2011 Plan. Awards that are granted with a per share or per unit purchase price less than 100% of fair market value as of the date of grant (e.g., restricted stock and restricted stock unit awards) shall count towards the total number of shares reserved for issuance under the 2011 Plan on a two-for-one basis. As of September 30, 2013, 1,710,353 shares of common stock were available for issuance under the 2011 Plan.

The Company’s 2012 Inducement Award Plan (the “2012 Inducement Plan”) provides for the grant of nonstatutory stock options and restricted stock unit awards as an inducement to an individual entering into employment with the Company or in connection with an acquisition. The Company may issue up to an aggregate of 257,780 shares of common stock pursuant to the 2012 Inducement Plan, subject to adjustment in the event of stock splits and other similar events. Shares issued under the 2012 Inducement Plan may consist in whole or in part of authorized but unissued shares or may be issued shares that the Company has reacquired (provided that open market purchases of shares using the proceeds from the exercise of awards do not increase the number of shares available for future grants). Options granted under the 2012 Inducement Plan must be granted at an exercise price that is not less than 100% of the fair market value of the common stock on the date of grant and may not be granted for a term in excess of seven years. If an award granted under the 2012 Inducement Plan expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part (including as the result of shares of common stock subject to such award being repurchased by the Company) or otherwise results in any common stock not being issued, the unused common stock covered by such award will become available for issuance pursuant to a new award under the 2012 Inducement Plan. As of September 30, 2013, there were 38,784 shares of common stock available for issuance under this plan.

The Company applies the fair value recognition provisions for all stock-based awards granted or modified in accordance with authoritative guidance. Under this guidance the Company records compensation costs over the requisite service period of the award based on the grant-date fair value. The straight-line method is applied to all grants with service conditions, while the graded vesting method is applied to all grants with both service and performance conditions.

Restricted Stock Units

Upon vesting, restricted stock units entitle the holder to one share of common stock for each restricted stock unit. All restricted stock units currently granted have been classified as equity instruments as their terms require settlement in shares. The Company has outstanding restricted stock units with service-based vesting conditions, service and performance-based vesting conditions and market-based vesting conditions.

Restricted stock units with service-based vesting and service-based and performance-based vesting conditions are valued on the grant date using the grant date market price of the underlying shares. Service-based vesting restrictions lapse over periods generally ranging from two to four years. Restricted stock units with both service-based and performance-based vesting conditions consist of restricted stock units which vest upon the achievement of at least two years of service and a targeted revenue run rate of $500,000 (the “Revenue RSUs”). The Revenue RSUs will vest upon the achievement of both (i) a performance condition and (ii) a service condition. The performance condition will be satisfied if the Company achieves a specified quarterly revenue target over a specified measurement period. To satisfy the service condition, the employee must remain employed by the Company until the later of the applicable performance determination date and the second anniversary of the date of grant. The number of Revenue RSUs that will vest upon the achievement of the performance condition and the service condition will vary based on when the performance condition is satisfied, from a maximum of 100% of the number of target shares to a threshold of 25% of the number of target shares with no vesting, absent certain circumstances in a change of control of the Company, if the threshold is not achieved. If the revenue targets are not achieved by March 31, 2017, the Revenue RSUs will expire unvested. The Company also has outstanding a small number of restricted stock units with other performance based vesting criteria.

Restricted stock units with market-based vesting conditions consist of restricted stock units which vest upon achievement of a Total Shareholder Return target (the “TSR units”) measured over a three-year period that commenced December 4, 2012. The number of TSR units that will vest upon achievement of the Total Shareholder Return target will vary based on the level of achievement from a maximum of 125% of the target shares to a threshold of 50% of the target shares with no vesting, absent certain circumstances in a change of control of the Company, if the threshold requirement is not achieved or the employee is no longer with the Company at the end of the three-year period. The TSR units are valued using a Monte Carlo simulation model. The number of awards expected to be earned, based on achievement of the TSR market condition, is factored into the grant date Monte Carlo valuation for the TSR unit. Compensation cost is recognized regardless of the eventual number of awards that are earned based on the market condition and is recognized on a straight-line basis over the requisite service period.

Stock Purchase Plan

Under the Company’s 2007 Employee Stock Purchase Plan, as amended (the “Purchase Plan”), participating employees may elect to purchase shares of the Company’s common stock according to the terms of the offering during six-month offering periods that begin on January 1 and July 1 of each year. Prior to July 1, 2013, the per share purchase price for each offering was equal to 85% of the closing market price of the Company’s common stock on the last day of the offering period. Starting with the offering period that began on July 1, 2013, the per share purchase price for offerings is equal to the lesser of 85% of the closing market price of the Company’s common stock on the first day or last day of the offering period. On May 22, 2013, the Company’s stockholders approved an amendment to the Purchase Plan that increased the number of shares of common stock available for issuance under the Purchase Plan by 350,000. As of September 30, 2013, 425,158 shares of common stock are available under the Purchase Plan for issuance to participating employees.

Stock-Based Compensation Expense

The Company recognized stock-based compensation expense on all awards in the following expense categories:

	Three months ended September 30,				Nine months ended September 30,
	2013		2012		2013		2012
Cost of revenue	$	464	$	465	$	1,355	$	1,294
Research and development		761		897		2,509		2,720
Sales and marketing		818		1,024		2,937		2,695
General and administrative		1,430		1,386		4,343		4,138
	$	3,473	$	3,772	$	11,144	$	10,847

Additionally, the Company capitalized $128 and $287 of stock-based compensation related to the development of internal use software for the three months ended September 30, 2013 and 2012, respectively, and $351 and $730 of stock-based compensation expense related to the development of internal use software for the nine months ended September 30, 2013 and 2012, respectively.

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Acquisitions

9 Months Ended

Sep. 30, 2013

Business Combinations [Abstract]

Acquisitions

3. Acquisitions

CardStar

On January 13, 2012, the Company acquired by merger all of the outstanding capital stock of CardStar, Inc. (“CardStar”) for a cash purchase price of $5,750. CardStar is a leading developer of mobile applications that extend the use of loyalty cards and mobile coupons among consumers. The Company purchased CardStar in order to accelerate its entrance into the mobile marketing and loyalty space.

The Company allocated the purchase price as follows:

Purchased technology	$	624
Net deferred tax assets		553
Goodwill		4,573
Total assets acquired	$	5,750

The purchased technology was valued using the cost to replace method and has an estimated economic life of three years.

Goodwill was recognized for the excess purchase price over the fair value of the assets acquired. Goodwill is primarily attributable to CardStar’s knowledge of mobile applications and coupons and loyalty cards. Goodwill from the CardStar acquisition will be included within the Company’s one reporting unit and is included in the Company’s enterprise-level annual review for impairment. Goodwill resulting from the acquisition of CardStar is not deductible for tax purposes. The operations of CardStar prior to the acquisition were not material to the consolidated results of the Company.

SinglePlatform

On June 12, 2012, the Company acquired by merger all of the outstanding capital stock of SinglePlatform. SinglePlatform provides small businesses a single place to update their business information and delivers that information across its publishing network. The Company purchased SinglePlatform in order to expand its product offerings consistent with its strategy of helping small organizations acquire new customers. The purchase price of $75,009 reflected a cash payment of $62,857 and a liability of $12,152 representing the fair value of contingent consideration of up to $30,000 payable to the former shareholders of SinglePlatform upon achievement by SinglePlatform of certain revenue targets. These revenue targets are measured in six-month intervals from July 1, 2012 to June 30, 2014. If such targets are achieved, the consideration is payable in cash. At the acquisition date, the Company’s estimate of the undiscounted range of outcomes for the contingent consideration was $0 to $21,095 based on a probability weighted estimate of future revenue. Using a discounted cash flow method, the Company recorded an estimated liability of $12,152 as of the acquisition date. This liability was subsequently reduced to $0 by December 31, 2012 based on actual results and revised forecasts. The first two revenue targets, assessed at December 31, 2012 and June 30, 2013, respectively, were not met and, as of September 30, 2013, the maximum amount of contingent consideration payable is $15,000. The Company will continue to assess the probability that the remaining revenue targets will be met and at what level, and any subsequent changes in the estimated fair value of the liability will be reflected in earnings until the liability is fully settled.

The following table summarizes the purchase price for SinglePlatform and the allocation of the purchase price:

Purchase consideration:
Total cash paid, net of cash acquired	$	62,546
Cash acquired		311
Fair value of contingent consideration		12,152
Total purchase price consideration	$	75,009
Assets acquired and liabilities assumed:
Cash	$	311
Accounts receivable		48
Prepaid expenses and other current assets		60
Property and equipment		14
Identifiable intangible assets		4,760
Other assets		91
Net deferred tax assets		72
Goodwill		71,997
Total assets acquired		77,353
Accounts payable, accrued expenses and other current liabilities		(1,734	)
Deferred revenue		(610	)
Total liabilities assumed		(2,344	)
Total allocation of purchase price consideration	$	75,009

The developed technology and the customer and publisher relationships were valued using the cost to replace method. The trade name was valued using the relief from royalty method. Acquired intangible assets are amortized over their estimated useful lives based on the pattern of consumption of the economic benefits or, if that pattern cannot be readily determined, on a straight-line basis. The following table presents the estimated fair values and useful lives of identifiable intangible assets acquired:

	Amount		Weighted Average Useful Life
			(in years)
Developed technology	$	850	3
Customer relationships		2,630	3.75
Publisher relationships		710	5
Trade name		570	5
Total identifiable intangible assets	$	4,760	3.95

Goodwill was recognized for the excess purchase price over the fair value of the net assets acquired. Goodwill is primarily attributable to the workforce of the acquired business (which is not eligible for separate recognition as an identifiable intangible asset) and the expected synergistic benefits of being able to market SinglePlatform’s product to the Company’s customer base and being able to market the Company’s products to SinglePlatform’s customer base. Goodwill from the SinglePlatform acquisition is included within the Company’s one reporting unit and is included in the Company’s enterprise-level annual review for impairment. Goodwill resulting from the acquisition of SinglePlatform is not deductible for tax purposes.

The following table presents the pro forma results of the historical consolidated statements of operations of the Company and SinglePlatform for the nine months ended September 30, 2012, giving effect to the merger as if it occurred on January 1, 2011:

	Nine months ended September 30, 2012
Pro forma revenue	$	186,320
Pro forma net income	$	4,794

Pro forma data was not presented for the three months ended September 30, 2012 or the three or nine months ended September 30, 2013, as the acquisition was fully reflected in the results for those periods. The pro forma net income presented primarily includes adjustments for amortization, interest income and income taxes. This pro forma information does not purport to indicate the results that would have actually been obtained had the acquisition been completed on the assumed date, or which may be realized in the future.

Transaction costs related to acquisitions were $74 and $796 for the three and nine months ended September 30, 2012, respectively, which the Company recorded as acquisition costs and other related charges. The operating expenses of the acquired entities have been included in the consolidated financial statements beginning on their respective acquisition dates but have not been disclosed as the Company does not account for the results of the acquired entities separate from its own results.

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Commitments and Contingencies - Future Minimum Lease Payments Under Leases and Agreements (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013
Office Leases [Member]
Operating Leased Assets [Line Items]
Remainder of 2013	$ 1,691
2014	8,116
2015	9,100
2016	10,147
2017	10,153
Thereafter	40,701
Total	79,908
Third-Party Hosting Agreements [Member]
Operating Leased Assets [Line Items]
Remainder of 2013	988
2014	3,828
2015	3,938
2016	4,049
2017	775
Total	$ 13,578

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Summary of Significant Accounting Policies - Common Stock Equivalents Excluded from Computation of Diluted Net Income (Loss) Per Share (Detail) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total options exercisable into common stock, restricted stock units issuable in common stock and restricted stock	3,593	3,928	4,358	3,057
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total options exercisable into common stock, restricted stock units issuable in common stock and restricted stock	3,352	3,818	4,184	2,979
Unvested Restricted Stock and Restricted Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total options exercisable into common stock, restricted stock units issuable in common stock and restricted stock	241	110	174	78

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Acquisitions - Pro Forma Results of Historical Consolidated Statements of Operations (Detail) (SinglePlatform [Member], USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012
SinglePlatform [Member]
Business Acquisition [Line Items]
Pro forma revenue	$ 186,320
Pro forma net income	$ 4,794

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Stockholders' Equity and Stock-Based Compensation - Stock-Based Compensation Expense (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 3,473	$ 3,772	$ 11,144	$ 10,847
Cost of Revenue [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	464	465	1,355	1,294
Research and Development [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	761	897	2,509	2,720
Sales and Marketing [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	818	1,024	2,937	2,695
General and Administrative [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 1,430	$ 1,386	$ 4,343	$ 4,138

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Statement Of Financial Position [Abstract]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	30,688,298	30,651,375
Common stock, shares outstanding	30,688,298	30,651,375

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2013

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

8. Commitments and Contingencies

Office Leases

The Company has a lease for its headquarters space in Waltham, Massachusetts (the “Lease”) that is effective through September 2022 with one ten-year extension option. The Lease includes space the Company is currently occupying as well as space that will be made available at various points in time during the term.

The Company leases office space for a sales and support office in Colorado under a lease agreement effective through April 2019 with three three-year extension options. The Company also leases small amounts of general office space in Florida, New York, California and the UK under lease agreements that expire at various dates through 2018.

Lease incentives, payment escalations and rent holidays specified in the lease agreements are accrued or deferred as appropriate such that rent expense per square foot is recognized on a straight-line basis over the terms of occupancy.

At September 30, 2013, the Company had both prepaid rent and accrued rent balances related to its office leases. The prepaid rent balance was $1,309 at September 30, 2013, of which $281 was included in prepaid expenses and other current assets and $1,028 was included in other assets. The accrued rent balance was $2,160 at September 30, 2013, of which $333 was included in accrued expenses and $1,827 was included in other long-term liabilities. At December 31, 2012, the Company had both prepaid rent and accrued rent balances related to its office leases. The prepaid rent balance was $1,725 at December 31, 2012, of which $302 was included in prepaid expenses and other current assets and $1,423 was included in other assets. The accrued rent balance was $2,154 at December 31, 2012, of which $282 was included in accrued expenses and $1,872 was included in other long-term liabilities.

Total rent expense under office leases was $2,069 and $1,893 for the three months ended September 30, 2013 and 2012, respectively. Total rent expense under office leases was $6,022 and $5,058 for the nine months ended September 30, 2013 and 2012, respectively.

As of September 30, 2013, future minimum lease payments under non-cancellable office leases are as follows:

Remainder of 2013	$	1,691
2014		8,116
2015		9,100
2016		10,147
2017		10,153
Thereafter		40,701
Total	$	79,908

Third-Party Hosting Agreements

The Company has agreements with two vendors to provide specialized space and equipment and related services from which the Company hosts its software applications.

Payment escalations and rent holidays specified in these agreements are accrued or deferred as appropriate such that rent expense per square foot is recognized on a straight-line basis over the terms of occupancy. At September 30, 2013 and December 31, 2012, the Company had both prepaid rent and accrued rent balances related to its hosting agreements. At September 30, 2013, the Company had prepaid rent of $916, of which $324 was included in prepaid expenses and other current assets and $592 was included in other assets. The accrued rent balance of $169 at September 30, 2013 was included in other long-term liabilities. At December 31, 2012, the Company had prepaid rent of $1,120, of which $259 was included in prepaid expenses and other current assets and $861 was included in other assets and accrued rent of $138 which was included in other long-term liabilities. Total rent expense under hosting agreements was $996 and $1,067 for the three months ended September 30, 2013 and 2012, respectively. Total rent expense under hosting agreements was $3,001 and $2,967 for the nine months ended September 30, 2013 and 2012, respectively. The agreements include payment commitments that expire at various dates through mid-2017. As of September 30, 2013, future minimum payments under the hosting agreements are as follows:

Remainder of 2013	$	988
2014		3,828
2015		3,938
2016		4,049
2017		775
Total	$	13,578

Vendor Commitments

As of September 30, 2013, the Company had issued both cancellable and non-cancellable purchase orders to various vendors and entered into contractual commitments with various vendors totaling $22,874 related primarily to marketing programs and other non-marketing goods and services to be delivered over the next twelve months.

Letters of Credit and Restricted Cash

As of September 30, 2013 and December 31, 2012, the Company maintained a letter of credit totaling $1,300 and $750, respectively, for the benefit of the landlord of the Company’s corporate headquarters lease. The landlord can draw against the letter of credit in the event of default by the Company. The Company was required to maintain a cash balance of at least $1,300 and $750 as of September 30, 2013 and December 31, 2012, respectively, to secure the letter of credit. These amounts were classified as restricted cash in the balance sheet at September 30, 2013 and December 31, 2012.

Contingent Consideration

The former shareholders of SinglePlatform are eligible to receive consideration of up to $15,000, which is contingent upon the achievement of certain revenue targets achieved through June 30, 2014, measured in six-month intervals. If such conditions are achieved, the consideration is payable in cash. The Company does not believe the revenue targets will be met. Accordingly, the Company’s accrual for this contingency as of September 30, 2013 and December 31, 2012 was $0.

Indemnification Obligations

The Company enters into standard indemnification agreements with the Company’s channel partners and certain other third parties in the ordinary course of business. Pursuant to these agreements, the Company indemnifies and agrees to reimburse the indemnified party for losses incurred by the indemnified party in connection with certain intellectual property infringement and other claims by any third party with respect to the Company’s business and technology. Based on historical information and information known as of September 30, 2013, the Company does not expect it will incur any significant liabilities under these indemnification agreements.

Legal Matters

On August 7, 2012, two former employees, on behalf of themselves and all other similarly situated individuals (collectively, the “FLSA Plaintiffs”), filed a complaint in the U.S. District Court for the District of Massachusetts that named the Company as a defendant in a lawsuit. The complaint, which was served on the Company on August 9, 2012, alleges that the Company violated the Fair Labor Standards Act and the Massachusetts overtime law with respect to certain current and former sales employees. The FLSA Plaintiffs seek an award for damages in an unspecified amount. The Company and counsel for the FLSA Plaintiffs participated in a court-sanctioned mediation session with an independent mediator in March 2013 and, during the three months ended March 31, 2013; the Company recorded an accrual of $820. In July 2013, the Company and the FLSA Plaintiffs executed a settlement agreement that will terminate the litigation and settle all pending claims against the Company in exchange for an aggregate payment of $800. The U.S. District Court has approved the settlement on a preliminary basis. Final approval is expected in the fourth quarter of 2013. Following final approval, the Company will pay the settlement amount. As of September 30, 2013, the Company had an accrual of $820 related to this matter.

On September 24, 2012, RPost Holdings, Inc., RPost Communications Limited and RMail Limited (collectively, “RPost”) filed a complaint in the U.S. District Court for the Eastern District of Texas that named the Company as a defendant in a lawsuit. The complaint, which was served on the Company on December 26, 2012, alleges that certain elements of the Company’s email marketing technology infringe five patents held by RPost. RPost seeks an award for damages in an unspecified amount and injunctive relief. On February 11, 2013, RPost amended its complaint to name five of the Company’s partners as defendants. Under the Company’s contractual agreements with these partners, the Company is obligated to indemnify them for claims related to patent infringement. The Company has filed a motion to sever and stay the claims against its partners and multiple motions to dismiss the claims against the Company. This litigation is in its very early stages. As a result, neither the ultimate outcome of this litigation nor an estimate of a probable loss or any reasonably possible losses can be assessed at this time. Nevertheless, the Company believes that it has meritorious defenses to any claim of infringement and intends to defend itself vigorously.

On November 14, 2012, the Company filed a complaint in the U.S. District Court for the District of Delaware against Umbanet, Inc. (“Umbanet”) seeking a declaratory judgment that two patents held by Umbanet (the “Umbanet Patents”) are not infringed by a customer’s use of the Company’s email marketing product and that such patents are invalid (the “Delaware Case”). The Company filed the Delaware Case in response to a complaint filed by Umbanet in the U.S. District Court for the District of New Jersey against one of the Company’s customers alleging that the customer’s use of the Company’s email marketing product infringed the Umbanet Patents (the “New Jersey Case”). Umbanet has filed a motion in the Delaware Case seeking to dismiss the complaint or, in the alternative, stay the case pending resolution of the New Jersey Case. The Company filed a motion in the New Jersey Case seeking to stay the case pending resolution of the Delaware Case. These litigation matters are in a very early stage. As a result, neither the ultimate outcome of these matters nor an estimate of a probable loss or any reasonably possible losses can be assessed at this time. Nevertheless, the Company believes that it has meritorious defenses to any claim of infringement and intends to pursue these matters vigorously.

On March 7, 2013, CreateAds LLC (“CreateAds”) filed a complaint in the U.S. District Court for the District of Delaware that named the Company as a defendant in a lawsuit. The complaint, which was served on the Company on March 8, 2013, alleges that certain elements of the Company’s email marketing technology infringe a patent held by CreateAds. CreateAds seeks an award for damages in an unspecified amount and injunctive relief. The Company has filed a motion to dismiss the complaint. This litigation is in its very early stages. As a result, neither the ultimate outcome of this matter nor an estimate of a probable loss or any reasonably possible losses can be assessed at this time. Nevertheless, the Company believes that it has meritorious defenses to any claim of infringement and intends to defend itself vigorously.

The Company is from time to time subject to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of its business. While the outcome of these other claims cannot be predicted with certainty, management does not believe that the outcome of any of these other legal matters will have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

Other taxes

A town tax assessor’s office has requested remittance of uncollected personal property taxes for 2008 through the current period. The town has assessed taxes for certain years and indicated that it would complete an audit of the Company’s assets held in that town for the other years. The Company does not believe the assessed amounts are appropriate based on the value of the assets and is in the process of filing abatements to appeal the assessments. The Company has estimated it owes personal property taxes of $664, of which $181 has been paid to the town in 2013 and $483 has been accrued as of September 30, 2013. The Company has estimated a range of losses related to this matter of $664 to $1,216. There can be no certainty that the Company’s appeals will be successful.

During the three months ended September 30, 2013, the Company recorded a reduction to general and administrative expenses of $176 related to overpayments of sales taxes made in the first and second quarters of 2013. The Company intends to file an amended sales tax return to claim these overpayments as a refund. Approximately $52 of the overpayment was paid and expensed in the first quarter of 2013 and $124 was paid and expensed in the second quarter of 2013. Because the amounts involved were not material to the Company’s financial statements in any individual quarterly period and the cumulative amount relates to 2013, the Company recorded the cumulative amount to correct these items in the three months ended September 30, 2013.

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Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Statement Of Income And Comprehensive Income [Abstract]
Net income	$ 3,602	$ 6,621	$ 3,178	$ 6,377
Other comprehensive income (loss):
Net unrealized gains (losses) on marketable securities, net of tax	5	4	5	(39)
Translation adjustment	5		1
Total other comprehensive income (loss)	10	4	6	(39)
Comprehensive income	$ 3,612	$ 6,625	$ 3,184	$ 6,338

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Current assets
Cash and cash equivalents	$ 81,331	$ 67,775
Marketable securities	25,888	25,732
Accounts receivable, net of allowance for doubtful accounts	150	92
Prepaid expenses and other current assets	8,209	6,513
Total current assets	115,578	100,112
Property and equipment, net	39,522	39,653
Restricted cash	1,300	750
Goodwill	95,505	95,505
Acquired intangible assets, net	4,936	6,758
Deferred taxes	11,672	11,377
Other assets	2,838	3,107
Total assets	271,351	257,262
Current liabilities
Accounts payable	3,561	8,167
Accrued expenses	15,492	10,803
Deferred revenue	34,725	32,700
Total current liabilities	53,778	51,670
Other long-term liabilities	1,996	2,010
Total liabilities	55,774	53,680
Commitments and contingencies
Stockholders' equity
Preferred stock; $0.01 par value; 5,000,000 shares authorized; no shares issued or outstanding at September 30, 2013 and December 31, 2012
Common stock; $0.01 par value; 100,000,000 shares authorized; 30,688,298 and 30,651,375 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively	307	307
Additional paid-in capital	218,798	209,987
Accumulated other comprehensive income	17	11
Accumulated deficit	(3,545)	(6,723)
Total stockholders' equity	215,577	203,582
Total liabilities and stockholders' equity	$ 271,351	$ 257,262

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Acquisitions - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	9 Months Ended			1 Months Ended		12 Months Ended
	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012	Jan. 13, 2012 CardStar [Member]	Jun. 12, 2012 SinglePlatform [Member]	Dec. 31, 2012 SinglePlatform [Member]	Sep. 30, 2013 SinglePlatform [Member]	Sep. 30, 2013 SinglePlatform [Member] Maximum [Member]	Jun. 12, 2012 SinglePlatform [Member] Maximum [Member]
Business Acquisition [Line Items]
Cash purchase price					$ 5,750	$ 62,857
Estimated economic life of the purchased technology related to acquisition					3 years
Total purchase price included in acquisition of SinglePlatform						75,009
Fair value of contingent consideration payable		0		0		12,152	0	0
Amount payable upon achievement of certain revenue targets		15,000							15,000	30,000
Intervals period to be measured revenue targets		6 months
The estimated undiscounted range of outcomes for the contingent consideration, low						0
The estimated undiscounted range of outcomes for the contingent consideration, high						21,095
Contingent consideration adjustment			(6,094)				12,152
Transactions costs related to acquisitions	$ 74		$ 796

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Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended					9 Months Ended			3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2013 SinglePlatform [Member]	Dec. 31, 2012 SinglePlatform [Member]	Jun. 12, 2012 SinglePlatform [Member]	Sep. 30, 2013 Government Bond Corporate And Agency Notes [Member]	Sep. 30, 2013 Corporate and Agency Bonds [Member] Bonds	Sep. 30, 2013 Government Bond [Member] Bonds	Sep. 30, 2013 Sales [Member] Customer	Sep. 30, 2012 Sales [Member] Customer	Sep. 30, 2013 Sales [Member] Customer	Sep. 30, 2012 Sales [Member] Customer	Sep. 30, 2013 Sales [Member] Minimum [Member]	Sep. 30, 2012 Sales [Member] Minimum [Member]	Sep. 30, 2013 Sales [Member] Minimum [Member]	Sep. 30, 2012 Sales [Member] Minimum [Member]	Sep. 30, 2013 Software and Website Development Costs [Member]
Summary Of Significant Accounting Policies [Line Items]
Percentage of total revenue received									84.00%	85.00%	84.00%	86.00%	10.00%	10.00%	10.00%	10.00%
Number of customers accounted for more than specified percentage of revenue									0	0	0	0
Estimated economic life of the developed technology related to acquisition of Single Platform																	3 years
Cash and cash equivalents and short term investments maturity period	3 months
Credit card receivables	$ 3,593	$ 2,509
Maturity period for marketable securities classified as available-for-sale	1 year					2 years
Fair value of agency bonds and treasury notes classified as available-for-sale securities							12,133
Number of corporate and agency bonds							4	1
Contingent consideration liability associated with acquisition	$ 0	$ 0	$ 0	$ 0	$ 12,152
Intervals period to be measured revenue targets	6 months
Minimum percentage of probability of realizing the benefit upon ultimate settlement	50.00%

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Accrued Expenses - Components of Accrued Expenses (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Payables And Accruals [Abstract]
Payroll and payroll related	$ 5,862	$ 3,800
Licensed software and maintenance	1,197	1,627
Marketing programs	2,785	1,197
Other accrued expenses	5,648	4,179
Accrued expenses, total	$ 15,492	$ 10,803

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Goodwill and Acquired Intangible Assets - Future Estimated Amortization Expense for Assets Placed in Service (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Goodwill And Intangible Assets Disclosure [Abstract]
Remainder of 2013	$ 581
2014	2,196
2015	1,583
2016	470
2017	106
Net Carrying Amount	$ 4,936	$ 6,758

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Stockholders' Equity and Stock-Based Compensation - Additional Information (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended		9 Months Ended		6 Months Ended	9 Months Ended								1 Months Ended	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Jun. 30, 2013	Sep. 30, 2013	Sep. 30, 2012	Jun. 30, 2013 Maximum [Member]	Sep. 30, 2013 Restricted Stock Units [Member]	Sep. 30, 2013 2011 Plan [Member]	Sep. 30, 2013 Performance Based Vesting [Member] Restricted Stock Units [Member]	Sep. 30, 2013 Performance Based Vesting [Member] Restricted Stock Units [Member] Minimum [Member]	Sep. 30, 2013 Performance Based Vesting [Member] Restricted Stock Units [Member] Maximum [Member]	Sep. 30, 2013 Market-Based Vesting Conditions [Member] Restricted Stock Units [Member]	Sep. 30, 2013 Market-Based Vesting Conditions [Member] Restricted Stock Units [Member] Minimum [Member]	Sep. 30, 2013 Market-Based Vesting Conditions [Member] Restricted Stock Units [Member] Maximum [Member]	May 22, 2013 2007 Employee Stock Purchase Plan [Member]	Sep. 30, 2013 2007 Employee Stock Purchase Plan [Member]	Sep. 30, 2013 2012 Inducement Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock repurchase program authorized amount of shares repurchased							$ 20,000
Stock repurchase program number of shares authorized to be repurchased	150,000			250,000
Stock repurchase program average purchase price per share	$ 19.40		$ 18.11
Maximum term of incentive stock options, non-statutory stock options, restricted stock, restricted stock units and other stock-based awards									7 years									7 years
Common stock shares reserved for issuance									4,200,000									257,780
Minimum percentage of fair market value of per unit purchase price									100.00%									100.00%
Shares of common stock available for issuance									1,710,353								425,158	38,784
Number of share of common stock for each restricted stock unit								1
Vesting period of restricted awards											2 years	4 years
Revenue run rate of restricted stock										500,000
Percentage of target shares allowed to vest											25.00%	100.00%		50.00%	125.00%
Shareholder return measurement period use for vesting condition													3 years
Employee Stock Purchase Plan offering period																	6 months
Percentage of closing market price of common stock equals to per share purchase price for offerings																	85.00%
Additional Shares of common stock available for issuance																350,000
Capitalized stock-based compensation expense	$ 128	$ 287			$ 351	$ 730

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Accrued Expenses

9 Months Ended

Sep. 30, 2013

Payables And Accruals [Abstract]

Accrued Expenses

7. Accrued Expenses

	September 30, 2013		December 31, 2012
Payroll and payroll related	$	5,862	$	3,800
Licensed software and maintenance		1,197		1,627
Marketing programs		2,785		1,197
Other accrued expenses		5,648		4,179
	$	15,492	$	10,803

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Acquisitions - Allocation of Purchase Price (Detail) (USD $) In Thousands, unless otherwise specified			1 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Jun. 12, 2012 SinglePlatform [Member]	Sep. 30, 2013 SinglePlatform [Member]	Dec. 31, 2012 SinglePlatform [Member]	Jan. 13, 2012 CardStar [Member]
Purchase consideration:
Total cash paid, net of cash acquired			$ 62,546
Cash acquired			311
Fair value of contingent consideration	0	0	12,152	0	0
Total purchase price consideration			75,009
Assets acquired and liabilities assumed:
Cash			311
Accounts receivable			48
Prepaid expenses and other current assets			60
Property and equipment			14
Purchased technology and Identifiable intangible assets			4,760			624
Other assets			91
Net deferred tax assets			72			553
Goodwill	95,505	95,505	71,997			4,573
Total assets acquired			77,353			5,750
Accounts payable, accrued expenses and other current liabilities			(1,734)
Deferred revenue			(610)
Total liabilities assumed			(2,344)
Total allocation of purchase price consideration			$ 75,009

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401(k) Savings Plan - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2013 Forecast [Member]	Dec. 31, 2012 Employee's Contributions up to 3% [Member]	Dec. 31, 2013 Employee's Contributions up to 3% [Member] Forecast [Member]	Dec. 31, 2012 Employee's Contributions Between 3% and 5% [Member]	Dec. 31, 2013 Employee's Contributions Between 3% and 5% [Member] Forecast [Member]	Dec. 31, 2012 100% of Matching Contribution [Member] Maximum [Member]	Dec. 31, 2013 100% of Matching Contribution [Member] Maximum [Member] Forecast [Member]	Dec. 31, 2012 50% of Matching Contribution [Member] Maximum [Member]	Dec. 31, 2013 50% of Matching Contribution [Member] Maximum [Member] Forecast [Member]	Dec. 31, 2012 50% of Matching Contribution [Member] Minimum [Member]	Dec. 31, 2013 50% of Matching Contribution [Member] Minimum [Member] Forecast [Member]
Schedule Of Defined Contribution Pension And Other Postretirement Plans Disclosure [Line Items]
Percentage of the employee's compensation							3.00%	3.00%	5.00%	5.00%	3.00%	3.00%
Employer matching contribution, percent			100.00%	100.00%	50.00%	50.00%
Contribution by employer to 401 (k) Savings Plan	$ 1,821	$ 2,154

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements include those of the Company and its subsidiaries, after elimination of all intercompany accounts and transactions. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

The condensed consolidated balance sheet at December 31, 2012 was derived from audited financial statements, but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of September 30, 2013 and for the three and nine months ended September 30, 2013 and 2012 have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2012 included in the Company’s Annual Report on Form 10-K, File Number 001-33707, on file with the SEC.

In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s consolidated financial position as of September 30, 2013 and consolidated results of operations for the three and nine months ended September 30, 2013 and 2012 and consolidated cash flows for the nine months ended September 30, 2013 and 2012 have been made. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2013.

Use of Estimates

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 the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, management evaluates these estimates and assumptions, including those related to revenue recognition, stock-based compensation, goodwill and acquired intangible assets, capitalization of software and website development costs, liability for contingent consideration, litigation accruals and income taxes. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenue and expenses that are not readily apparent from other sources. Actual results could differ from these estimates.

Revenue Recognition

Revenue Recognition

The Company provides access to its products primarily through subscription arrangements whereby the customer is charged a fee for access for a defined term. Subscription arrangements include access to use the Company’s software via the Internet and support services, such as telephone, email and chat support. When there is evidence of an arrangement, the fee is fixed or determinable and collectability is deemed reasonably assured, the Company recognizes revenue on a daily basis over the subscription period as the services are delivered. Delivery is considered to have commenced at the time the customer has paid for the products and has access to the account via a log-in and password. The Company generates revenue from its SaveLocal product by charging a fee to its customers based on the number of deals sold by its customers and the value of the successful deal. The Company recognizes revenue from the fee charged when there is evidence of an arrangement, the fee is fixed or determinable and collectability is deemed reasonably assured. The Company also offers ancillary services to its customers related to its subscription-based products such as custom services and training. When sold together, revenue from custom services, training and subscription products are accounted for separately based on vendor-specific objective evidence of fair value of each of the services as the services have value on a standalone basis and do not involve a significant degree of risk or unique acceptance criteria. Revenue from custom services and training is recognized as the services are performed.

Deferred Revenue

Deferred Revenue

Deferred revenue consists of payments received in advance of delivery of the Company’s products described above and is recognized as the revenue recognition criteria are met. The Company’s customers generally pay for services in advance on a monthly, semiannual or annual basis.

Accounts Receivable

Accounts Receivable

Management reviews accounts receivable on a periodic basis to determine if any receivables will potentially be uncollectible. The Company reserves for receivables that are determined to be uncollectible, if any, in its allowance for doubtful accounts. After the Company has exhausted all collection efforts, the outstanding receivable is written off against the allowance.

Concentration of Credit Risk and Significant Products and Customers

Concentration of Credit Risk and Significant Products and Customers

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and marketable securities. At September 30, 2013 and December 31, 2012, the Company had substantially all cash and investment balances at certain financial institutions without or in excess of federally insured limits, however, the Company maintains its cash balances and custody of its marketable securities with accredited financial institutions. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

For the three and nine months ended September 30, 2013, revenue from the Company’s email marketing product alone as a percentage of total revenue was approximately 84%. For the three and nine months ended September 30, 2012, revenue from the Company’s email marketing product alone as a percentage of total revenue was approximately 85% and 86%, respectively. No customer accounted for more than 10% of total revenue during these periods.

Goodwill and Acquired Intangible Assets

Goodwill and Acquired Intangible Assets

The Company records goodwill when consideration paid in a business acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but rather is tested for impairment annually or more frequently if facts and circumstances warrant a review. The Company performs its annual assessment for impairment of goodwill on November 30^th and has determined that there is a single reporting unit for the purpose of conducting this annual goodwill impairment assessment.

Intangible assets are recorded at their estimated fair values at the date of acquisition. The Company amortizes acquired intangible assets over their estimated useful lives based on the pattern of consumption of the economic benefits or, if that pattern cannot be readily determined, on a straight-line basis.

Software and Web Site Development Costs

Software and Web Site Development Costs

Research and development costs are expensed as incurred and primarily include salaries, fees to consultants and other related costs. Relative to development costs of its on-demand products and website, the Company capitalizes certain direct costs to develop functionality as well as certain upgrades and enhancements that are probable to result in additional functionality. The costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized as part of property and equipment until the software is substantially complete and ready for its intended use. Capitalized software is amortized over a three-year period in the expense category to which the software relates.

Foreign Currency Translation

Foreign Currency Translation

The functional currency of the Company’s UK operations is deemed to be the British pound. Accordingly, the assets and liabilities of the Company’s UK subsidiary are translated into United States dollars using the period-end exchange rate, and income and expense items are translated using the average exchange rate during the period. Cumulative translation adjustments are reflected as a separate component of stockholders’ equity. Foreign currency transaction gains and losses are charged to other income (expense) and were not material to the Company’s operations.

Comprehensive Income (Loss)

Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss), as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. The Company’s only elements of other comprehensive income (loss) are unrealized gains and losses on available-for-sale securities and translation adjustments.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the time of acquisition to be cash equivalents. The Company also considers receivables related to customer credit card purchases of $3,593 and $2,509 at September 30, 2013 and December 31, 2012, respectively, to be equivalent to cash. Cash equivalents are stated at fair value.

Marketable Securities

Marketable Securities

The Company’s marketable securities are classified as available-for-sale and are carried at fair value with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Realized gains and losses and declines in value judged to be other than temporary are included as a component of interest income and other income (expense) based on the specific identification method.

At September 30, 2013, marketable securities by security type consisted of:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
U.S. Treasury Notes	$	15,050	$	19	$	—		$	15,069
Corporate and Agency Bonds		9,816		5		(1	)		9,820
Commercial Paper		999		—		—			999
Total	$	25,865	$	24	$	(1	)	$	25,888

At September 30, 2013, marketable securities consisted of investments that mature within one year with the exception of one government bond and four corporate and agency bonds with a fair value of $12,133 that mature within two years.

At December 31, 2012, marketable securities by security type consisted of:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
U.S. Treasury Notes	$	10,138		20	$	—	$	10,158
Corporate and Agency Bonds		12,675		1		—		12,676
Certificates of Deposit		1,000		—		—		1,000
Commercial Paper		1,898		—		—		1,898
Total	$	25,711	$	21	$	—	$	25,732

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Certain assets and liabilities are carried at fair value under GAAP. 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 must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable, is 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 tables present the Company’s fair value hierarchy for its cash equivalents and marketable securities, which are measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012:

	Fair Value Measurements at September 30, 2013 Using
	Level 1		Level 2		Level 3		Total
Financial Assets:
Money Market Instruments	$	38,311	$	—	$	—	$	38,311
U.S. Treasury Notes		15,069		—		—		15,069
Corporate and Agency Bonds		—		9,820		—		9,820
Commercial Paper		—		999		—		999
Total	$	53,380	$	10,819	$	—	$	64,199

	Fair Value Measurements at December 31, 2012 Using
	Level 1		Level 2		Level 3		Total
Financial Assets:
Money Market Instruments	$	38,320	$	—	$	—	$	38,320
U.S. Treasury Notes		10,158		—		—		10,158
Corporate and Agency Bonds		—		12,676		—		12,676
Certificates of Deposit		—		1,000		—		1,000
Commercial Paper		—		1,898		—		1,898
Total	$	48,478	$	15,574	$	—	$	64,052

The Company has a contingent consideration liability associated with the acquisition of SinglePlatform, Corp. (“SinglePlatform”) in June 2012, which has been assessed at $0 as of September 30, 2013 (see Note 3). Contingent consideration is measured at fair value and is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of the contingent consideration liability uses assumptions and estimates to forecast a range of outcomes for the contingent consideration. The Company assesses these assumptions and estimates on a quarterly basis as additional data impacting the assumptions is obtained. Changes in the fair value of the contingent consideration liability related to updated assumptions and estimates are recognized within the consolidated statements of operations.

The significant unobservable inputs used in the fair value measurement of contingent consideration are the probabilities of successful achievement of the targeted revenues, the six-month periods in which the revenues are expected to be achieved and the discount rate. Increases or decreases in any of the forecasted scenarios or probabilities of success would result in a higher or lower fair value measurement, respectively. Increases or decreases in the actual achievement of milestones in the relevant period as compared to the estimated achievement would result in a higher or lower fair value measurement, respectively.

Property and Equipment

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of the assets or, where applicable and if shorter, over the lease term. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is credited or charged to the statement of operations. Repairs and maintenance costs are expensed as incurred.

Estimated useful lives of assets are as follows:

Computer equipment	3 years
Software	3 years
Furniture and fixtures	5 years
Leasehold improvements	Shorter of life of lease or estimated useful life

Long-Lived Assets

Long-Lived Assets

The Company reviews the carrying values of its long-lived assets for possible impairment when events or changes in circumstance indicate that the related carrying amount may not be recoverable. Undiscounted cash flows are compared to the carrying value and when required, impairment losses on assets to be held and used are recognized based on the excess of the asset’s carrying amount over the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Net Income (Loss) Per Share

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of unrestricted common shares outstanding for the period.

Diluted net income (loss) per share is computed by dividing net income (loss) by the sum of the weighted average number of unrestricted common shares outstanding during the period and the weighted average number of potential common shares from the assumed exercise of stock options and the vesting of shares of restricted common stock and restricted stock units using the “treasury stock” method when the effect is not anti-dilutive.

The following is a summary of the shares used in computing diluted net income per share:

	Three months ended September 30,				Nine months ended September 30,
	2013		2012		2013		2012
	(In thousands)
Weighted average shares used in calculating basic net income per share		30,696		30,466		30,672		30,339
Stock options		490		455		381		667
Warrants		1		1		1		1
Unvested restricted stock and restricted stock units		137		35		86		36
Shares used in computing diluted net income per share		31,324		30,957		31,140		31,043

The following common stock equivalents were excluded from the computation of diluted net income per share because they had an anti-dilutive impact as the proceeds under the treasury stock method were in excess of the average fair market value for the period:

	Three months ended September 30,				Nine months ended September 30,
	2013		2012		2013		2012
	(In thousands)
Options to purchase common stock		3,352		3,818		4,184		2,979
Unvested restricted stock and restricted stock units		241		110		174		78
Total options exercisable into common stock, restricted stock units issuable in common stock and restricted stock		3,593		3,928		4,358		3,057

Advertising Expense

Advertising Expense

The Company expenses advertising costs as incurred.

Accounting for Stock-Based Compensation

Accounting for Stock-Based Compensation

The Company values all stock-based compensation, including grants of stock options, restricted stock and restricted stock units, at fair value on the date of grant, and expenses the fair value over the applicable service period. The straight-line method is applied to all grants with service conditions, while the graded vesting method is applied to all grants with both service and performance conditions.

Income Taxes

Income Taxes

Income taxes are provided for tax effects of transactions reported in the financial statements and consist of income taxes currently due plus deferred income taxes related to timing differences between the basis of certain assets and liabilities for financial statement and income tax reporting purposes. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance is provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed “more-likely-than-not” to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement.

Segment Data

Segment Data

The Company manages its operations as a single segment for purposes of assessing performance and making operating decisions. Revenue is generated predominately in the U.S. and all significant assets are held in the U.S.

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Income Taxes

9 Months Ended

Sep. 30, 2013

Income Tax Disclosure [Abstract]

Income Taxes

6. Income Taxes

Income tax is related to federal, state, and to a lesser extent, foreign tax obligations. The Company’s effective tax rate may vary from period to period based on changes in estimated taxable income or loss, changes to federal, state or foreign tax laws, deductibility of certain costs and expenses, and as a result of acquisitions.

For the three months ended September 30, 2013, the Company recorded an income tax expense of $2,215. For the nine months ended September 30, 2013, the Company recorded an income tax benefit of $266. The income tax benefit for the nine months ended September 30, 2013 was due to the 2012 federal research and development credit, which was treated as a discrete item. The American Taxpayer Relief Act of 2012 (the “Act”), was enacted on January 2, 2013. The Act retroactively reinstated the federal research and development credit from January 1, 2012. The effect of the change in the tax law related to 2012 was $1,324, which was recognized as a benefit in the first quarter of 2013, the quarter in which the law was enacted.

For the three and nine months ended September 30, 2012, the Company recorded an income tax expense of $1,978 and $1,535, respectively. The Company’s estimated effective tax rate for 2012, which was applied to the Company’s income before income taxes for the three and nine months ended September 30, 2012, varied from the statutory tax rate due to the book expense related to incentive stock options, which is non-deductible for tax purposes, offset by the change in fair value of contingent consideration, which was treated as a discrete item and state research and development credits, both of which reduced the Company’s tax expense.

The Company had net deferred tax assets of $11,985 at December 31, 2012, which increased to $12,269 at September 30, 2013. The Company has not recorded any amounts for unrecognized tax benefits as of September 30, 2013 or December 31, 2012. As of September 30, 2013 and December 31, 2012, the Company had no accrued interest or tax penalties recorded.

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Nature of the Business

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

Nature of the Business

1. Nature of the Business

Constant Contact, Inc. (the “Company”) was incorporated as a Massachusetts corporation on August 25, 1995. The Company reincorporated in the State of Delaware in 2000. The Company provides on-demand email marketing, social media marketing, event marketing, local deals, a platform for online listings and online survey products to small organizations, including small businesses, associations and non-profits, primarily in the U.S. The Company’s email marketing product allows customers to create, send and track email marketing campaigns. Social Campaigns^™ allows customers to create, publish, promote and run campaigns on Facebook^®. EventSpot^®, the Company’s event marketing product, enables customers to promote and manage events, track event registrations and collect online payments. The Company’s online survey product enables customers to create and send surveys and analyze the responses. SaveLocal^® makes it quick and easy for customers to create, run and manage local deals. CardStar^®, one of the Company’s mobile phone applications, allows consumers to easily manage loyalty, rewards and membership cards on a mobile phone. SinglePlatform helps small businesses get discovered through web and mobile searches by providing a single place to update business information and distribute it through a network of on-line publishers. These products are designed for small organizations and are marketed directly by the Company and through a wide variety of partners.

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Goodwill and Acquired Intangible Assets - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Goodwill And Intangible Assets Disclosure [Abstract]
Carrying amount of goodwill	$ 95,505		$ 95,505		$ 95,505
Amortization expense for intangible assets	$ 596	$ 637	$ 1,822	$ 1,093

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Goodwill and Acquired Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2013

Goodwill And Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible assets consist of the following:

			September 30,2013						December 31, 2012
	Estimated Useful Life		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology		3 years	$	4,357	$	2,054	$	2,303	$	4,357	$	1,222	$	3,135
Customer relationships		3.75 years		3,315		1,621		1,694		3,315		822		2,493
Publisher relationships		5 years		710		189		521		710		83		627
Trade name		5 years		570		152		418		570		67		503
			$	8,952	$	4,016	$	4,936	$	8,952	$	2,194	$	6,758

Future Estimated Amortization Expense for Assets Placed in Service

Future estimated amortization expense as of September 30, 2013 is as follows:

Remainder of 2013	$	581
2014		2,196
2015		1,583
2016		470
2017		106
Total	$	4,936

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401(k) Savings Plan

9 Months Ended

Sep. 30, 2013

Compensation And Retirement Disclosure [Abstract]

401(k) Savings Plan

9. 401(k) Savings Plan

The Company has a defined contribution savings plan under Section 401(k) of the Internal Revenue Code of 1986, as amended. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions to the plan may be made at the discretion of the Board of Directors. The Company elected to make matching contributions for the plan years ending December 31, 2013 and 2012 at a rate of 100% of each employee’s contribution up to a maximum matching contribution of 3% of the employee’s compensation and at a rate of 50% of each employee’s contribution in excess of 3% up to a maximum of 5% of the employee’s compensation.

Through September 30, 2013 and 2012, the Company made matching contributions of $2,154 and $1,821 for the plan years ended December 31, 2013 and 2012, respectively.

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Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2013

Office Leases [Member]

Future Minimum Lease Payments Under Leases and Agreements

As of September 30, 2013, future minimum lease payments under non-cancellable office leases are as follows:

Remainder of 2013	$	1,691
2014		8,116
2015		9,100
2016		10,147
2017		10,153
Thereafter		40,701
Total	$	79,908

Third-Party Hosting Agreements [Member]

Future Minimum Lease Payments Under Leases and Agreements

The agreements include payment commitments that expire at various dates through mid-2017. As of September 30, 2013, future minimum payments under the hosting agreements are as follows:

Remainder of 2013	$	988
2014		3,828
2015		3,938
2016		4,049
2017		775
Total	$	13,578

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Stockholders' Equity and Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2013

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation Expense

The Company recognized stock-based compensation expense on all awards in the following expense categories:

	Three months ended September 30,				Nine months ended September 30,
	2013		2012		2013		2012
Cost of revenue	$	464	$	465	$	1,355	$	1,294
Research and development		761		897		2,509		2,720
Sales and marketing		818		1,024		2,937		2,695
General and administrative		1,430		1,386		4,343		4,138
	$	3,473	$	3,772	$	11,144	$	10,847

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Document and Entity Information	9 Months Ended
	Sep. 30, 2013	Oct. 28, 2013
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3
Entity Registrant Name	Constant Contact, Inc.
Entity Central Index Key	0001405277
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		30,661,333

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Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2013

Payables And Accruals [Abstract]

Components of Accrued Expenses

	September 30, 2013		December 31, 2012
Payroll and payroll related	$	5,862	$	3,800
Licensed software and maintenance		1,197		1,627
Marketing programs		2,785		1,197
Other accrued expenses		5,648		4,179
	$	15,492	$	10,803