SECURITIES and EXCHANGE Cos13oo2239 Washington D.C 20549 Form 10-K ANNUAL REPORT PURSUANT to SECTION 13 OR 15D of the Securities EXCHANGE ACT of 1934
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UNITED STATES SECURITIES AND EXCHANGE COS13oo2239 Washington D.C 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15d OF THE SECURiTIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 2012 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15dl SECURiTIES EXChANGE ACT OF 1934 roceSSIflQ Section For the transition period from to Commission file number 000-26659 MAY Uki Z013 Move Inc Exact Name of Registrant as Specjed in its Charter DC Delaware 95shngtOn State or other jurisdiction of I.R.S Employer 404 incorporation or oanization Identification No 10 Almaden Blvd Suite 800 San Jose California 95113 Address of principal executive Zip Code offices Registrants telephone number including area code 408 558-7100 Securities Registered Pursuant to Section 12b of the Act Title of Each Class Name of Each Exchange on Which Registered Common Stock par value $.0O1 per share The NASDAQ Stock Market Warrants to purchase Common Stock par value $.O01 per share The NASDAQ Stock Market Securities Registered Pursuant to Section 12g of the Act None Indicate by check mark if the registrant is well-known seasoned issuer as defined in Rule 405 of the Securities Act Yes Li No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15d of the Act Yes El No Indicate by check mark whether the registrant has filed all reports required to be filed by Section 13 or 15d of the Securities and Exchange Act of 1934 during the preceding 12 months or for such shorter period that the registrant was required to file such reports has been subject to such filing requirements for the past 90 days Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site if any every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months or for such shorter period that the registrant was required to submit and post such files Yes No Eli Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained to the best of registrants knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K LI smaller Indicate by check mark whether the registrant is large accelerated filer an accelerated filer non-accelerated filer or 12b-2 the reporting company See definitions of large accelerated filer accelerated filer and smaller reporting company in Rule of Exchange Act Large accelerated filer Accelerated filer Non-accelerated filer El Smaller reporting company LI Do not check if smaller reporting company Indicate by check mark whether the registrant is shell company as defined in Rule 12b-2 of the Exchange Act Yes Eli No Aggregate market value of voting common stock held by non-affiliates of the registrant as of June 30 2012 $246805435 Number of shares of common stock outstanding as of February 14 2013 39598574 Based on the closing price of the common stock of $9.09 per share on that date as reported on The NASDAQ Stock Market and for beneficial 10% purposes of this computation only the assumption that all of the registrants directors executive officers and owners of or more of the registrants common stock are affiliates DOCUMENTS INCORPORATED BY REFERENCE accordance with General Instruction to Form certain information in the definitive statement to be filed In G3 10-K registrants proxy with the Securities and Exchange Commission relating to the registrants 2013 Annual Meeting of Stockholders is incorporated by reference into Part III MOVE INC FORM 10-K For the Fiscal Year Ended December 31 2012 INDEX Page PART Item Business Item 1A Risk Factors 10 Item lB Unresolved Staff Comments 18 Item Properties 18 Item Legal Proceedings 19 Item Mine Safety Disclosures 20 PART II Item Market for Registrants Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities 21 Item Selected Financial Data 23 Item Managements Discussion and Analysis of Financial Condition and Results of Operations 25 Item 7A Quantitative and Qualitative Disclosures About Market Risk 41 Item Financial Statements and Supplementaly Data 42 Item Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 74 Item 9A Controls and Procedures 74 Item 9B Other Information 77 PART Ill Item 10 Directors Executive Officers and Corporate Governance 77 Item 11 Executive Compensation 77 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 77 Item 13 Certain Relationships and Related Transactions and Director Independence 79 Item 14 Principal Accountant Fees and Services 79 PART IV Item 15 Exhibits and Financial Statement Schedules 80 SIGNATURES 89 This Annual Report on Form 10-K and the documents incorporated herein by reference contain forward- looking statements based on our current expectations estimates and projections about our industy beliefs and certain assumptions made by us Words such as believes anticipates estimates expects projections may potential plan continue and words of similar import constitute forward-looking statements The forward-looking statements contained in this report involve known and unknown risks uncertainties and other factors that may cause our actual results to be materially different from those expressed or implied by these statements These factors include those listed under Risk Factors Business Managements Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Form 10-K and the other documents we with the Securities and Commission our on file Erchange SEC including reports Form 8-K and Form 10-Q and any amendments thereto Other unknown or unpredictable factors also could have material adverse effects on our future results The forward-looking statements included in this Annual Report on Form 10-K are made only as of the date of this Annual Report We cannot guarantee future results levels of activy performance or achievements Accordingly you should not place undue reliance on these forward-looking statements Finally we expressly disclaim any intent or obligation to update any forward looking statements to reflect subsequent events or circumstances PART Item Business OVERVIEW With REALTOR.com as our flagship web site and brand Move Inc Move we our or us with the information and the is the leading real estate information marketplace connecting consumers and decisions expertise they need to make informed home buying selling financing renting Moves for purpose is to help people love where they live To that end we strive to create the leading marketplace real with the real estate information and services by connecting people at every stage of the estate cycle content tools and professional expertise they need to find perfect home Through the collection of assets we have developed over nearly 20 years in this business Move is and real estate the positioned to address the needs and wants of both consumers professionals throughout of home the real estate has been the process ownership Although marketplace unquestionably changed by of mobile devices and social Internet and likely will continue to evolve through the growth networking our business continues to be about empowering consumers with timely and reliable information and them better understand connecting them to the real estate professionals who have the expertise to help and succeed in that marketplace with combination of and of information We provide consumers powerful breadth depth accuracy senior about homes for sale new construction homes for rent multi-family rental properties living communities home financing home improvement and moving resources Through REALTOR.com consumers have access to over 94 million properties across the United States U.S as well as properties for sale from another 32 countries worldwide Our for-sale listing content comprising over million and accessible in 11 different the most properties as of December 31 2012 languages represents its online offline comprehensive accurate and up-to-date collection of kind or Through REALTOR.com of all for-sale listed in the U.S and our mobile applications we display approximately 98% properties We Services source this content directly from our relationships with more than 800 Multiple Listing MLS all with of the across the country which represents nearly MLSs approximately 90% listings updated every 15 minutes and the remaining listings updated daily REALTOR.coms substantial content advantage has earned us trust with both consumers and real audience and have estate professionals We attract highly engaged consumer developed an exceptionally the More than 22 million large number of relationships with real estate professionals across country users of 325 million minutes the viewing an average of over 390 million pages and spending an average over on REALTOR.com web site each month over the last twelve-month period interact with over 400000 real delivered estate professionals on REALTOR.com and our mobile applications We approximately 60% more connections between our consumers and real estate professionals during the year ended the of continued December 31 2012 as compared to the prior year This illustrates success our them commitment to not only deliver valuable information to consumers but more importantly to connect when with real estate professionals who can provide the local expertise consumers want making