MCHX 8-K
Marchex Inc (MCHX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 12, 2025, Marchex, Inc. (“Marchex” or the "Company") is issuing an Earnings Release and holding a conference call regarding its financial results for the second quarter ended June 30, 2025 (the “Earnings Release”). The full text of the Earnings Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Marchex is referencing non-generally accepted accounting principles ("GAAP") financial information in both the Earnings Release and on the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached Earnings Release. Disclosures regarding definitions of these financial measures used by Marchex and why Marchex’s management believes these financial measures provide useful information to investors is also included in the Earnings Release.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Marchex has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
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MARCHEX, INC. |
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Date: August 12, 2025 |
By: |
/S/ BRIAN NAGLE |
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Name: |
Brian Nagle |
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Title: |
Principal Financial Officer and Principal Accounting Officer |
Exhibit 99.1
Marchex Announces Second Quarter 2025 Results
SEATTLE, WA – August 12, 2025 – Marchex, Inc. (NASDAQ: MCHX), which harnesses the power of AI and conversational intelligence to drive operational excellence and revenue acceleration, today announced its financial results for the second quarter ended June 30, 2025.
Q2 2025 Financial Highlights
Edwin Miller, Chief Executive Officer ("CEO") of Marchex, commented, “The second quarter represented continued progress toward making 2025 an inflection point for our company. Based on continued technical and product developments, the second quarter saw us accelerate our investment transition into go forward growth initiatives. Additionally, we improved quarterly Adjusted EBITDA, net of reorganization costs, by nearly $1 million over the first quarter of 2025.”
Continued Miller, “Period to period there may be some financial variability based on timing with the new Engage platform migration completion (formerly ‘OneStack’), but our technology and platform progress is leading to increasing operating and cost efficiencies. Collectively, we believe these benefits will accrue to more growth opportunities, gross margin expansion and operating leverage, which also means we can look to increase investment in sales, marketing, and product innovations as we move into 2026.”
THE FOLLOWING FORWARD-LOOKING LOOKING STATEMENTS REFLECT MARCHEX’S EXPECTATIONS AS OF AUGUST 12, 2025
Marchex currently anticipates that both Revenue and Adjusted EBITDA will sequentially increase in the third quarter of 2025 as compared to the second quarter of 2025, with Adjusted EBITDA potentially increasing by more than 50% over second quarter levels.
Marchex also currently anticipates that both Revenue and Adjusted EBITDA will be sequentially lower in the fourth quarter of 2025 as compared to the third quarter of 2025, due to the revenue impacts of certain customers not migrating, anticipated seasonality, and current macroeconomic factors, which it is anticipated will delay the achievement of Marchex’s annual Revenue and Adjusted EBITDA run rate goals previously set for 2025.
Added Miller, “Throughout 2025, we have seen operating efficiency benefits begin to highlight the magnitude of our operating leverage, but we have also had to overcome migration revenue dilution, largely based on the timing and success of moving more than 1,000 customers to our new Engage platform throughout 2025, the vast majority of which has been completed. This does have short-term impacts on Revenue, including ancillary factors such as the timing of new sales launches or product utilization. Without these impacts, we would be
seeing even higher sequential Revenue and Adjusted EBITDA progress. With that noted, the new Engage platform is a critical company accomplishment, representing a strategically key foundational element of our plan to support a market leading, vertically-focused conversational AI company with a growth path to more than $100 million in annualized revenue over time. With our belief that these primary migration initiatives will be completed by year end, we believe this bodes well for 2026, when sales will be in a position to accelerate on top of the substantial operating cost efficiencies achieved throughout 2025.”
As noted in our first quarter earnings release (the “Q1 Release”), the current macroeconomic environment continues to bring increased uncertainty with customers and prospects. Furthermore, new federal tariffs on imports have begun to have an adverse impact on various industries and vertical markets in which the Company operates, including automotive and auto services. These conditions make predicting actual 2025 performance and timing more difficult. The Company will continue to execute on its 2025 strategic plan, which it believes will lead to more success with new sales to existing and new customers, but acknowledges these conditions raise increased uncertainty regarding customer impacts, and as a result its actual financial results may be more variable in terms of revenue and adjusted EBITDA as reflected above.
2025 Business Update and Recent Strategic Product and Operational Expansion
Additional New Growth Initiatives Planned for 2025
Miller concluded, “Marchex is one of the few public AI-powered conversational intelligence companies which is part of a transformative market opportunity and is also generating positive Adjusted EBITDA while increasing investment in customers and products. With the collective benefit of our recent technology, platform and product progress, we have a meaningful opportunity to deliver increased value to our customers, which is what is driving our expanding sales pipeline. As we execute through the balance of 2025 and into 2026, we believe that we are well positioned to successfully deliver on our go forward strategic and financial goals.”
Management will hold a conference call, starting at 5:00 p.m. Eastern Time on Tuesday, August 12, 2025, to discuss its second quarter 2025 financial results and other Company updates. Access to the live webcast of the conference call will be available online from the Investor Relations section of Marchex’s website at www.marchex.com. An archived version of the webcast will also be available at the same location two hours after completion of the call.
About Marchex
Marchex harnesses the power of AI and conversational intelligence to provide actionable insights aligned with prescriptive vertical market data analytics, driving operational excellence and revenue acceleration. Marchex enables sales, marketing, service, operations, and executive teams to optimize customer journey experiences across omnichannel communication channels. Through our prescriptive analytics solutions, we enable the alignment of enterprise strategy, empowering businesses to increase revenue through informed decision-making and strategic execution. Marchex provides conversational intelligence AI-powered solutions for market-leading
companies in leading B2B2C vertical markets, including several of the world’s most innovative and successful brands.
Please visit http://www.marchex.com, www.marchex.com/blog or @marchex on X, where Marchex discloses material information from time to time about the Company, its financial information, and its business.
Forward-Looking Statements
This earnings release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this earnings release regarding our strategy, future operations, future financial position, future revenues, other financial guidance, acquisitions, dispositions, projected costs, prospects, plans and objectives of management are forward-looking statements. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. There are a number of important factors that could cause Marchex's actual results to differ materially from those indicated by such forward-looking statements including but not limited to product demand, order cancellations and delays, competition and general economic conditions. These factors are described in greater detail in the "Risk Factors" section of our most recent periodic report and registration statement filed with the Securities and Exchange Commission. All of the information provided in this release is as of August 12, 2025, and Marchex undertakes no duty to update the information provided herein.
In the event the earnings release contains links to third party websites or materials, the links are provided solely as a convenience to the user. Marchex is not responsible for the content of linked third-party sites or materials and does not make any representations regarding the content or accuracy thereof.
Non-GAAP Financial Information
To supplement Marchex's consolidated financial statements presented in accordance with GAAP and to provide clarity internally and externally, Marchex uses certain non-GAAP measures of financial performance and liquidity, including adjusted EBITDA and adjusted non-GAAP income (loss) per share. Financial analysts and investors may use adjusted EBITDA to help with comparative financial evaluation to make informed investment decisions. Financial analysts and investors may use adjusted non-GAAP income (loss) per share to analyze Marchex's financial performance since these groups have historically used earnings per share related measures, along with other measures, to estimate the value of a Company, to make informed investment decisions, and to evaluate a Company's operating performance compared to that of other companies in its industry.
Adjusted EBITDA represents net income (loss) before (1) interest, (2) income taxes, (3) amortization of intangible assets from acquisitions, (4) depreciation and amortization, (5) stock-based compensation expense, and (6) acquisition and disposition-related costs. Adjusted EBITDA is a metric by which Marchex has evaluated the performance of its business, to include being the basis on which Marchex's internal budgets have been based and by which Marchex's management has been evaluated. This measure is used by our management to understand and evaluate our core operating performance and trends, and management believes it provides meaningful information regarding the Company's liquidity and ability to fund its operations and financing obligations.
Adjusted non-GAAP income (loss) per share represents adjusted non-GAAP income (loss) divided by GAAP diluted shares outstanding. Adjusted non-GAAP income (loss) generally captures those items on the statement of operations that have been, or ultimately will be, settled in cash exclusive of certain items that are not indicative of Marchex’s recurring core operating results and represents net income (loss) applicable to common stockholders plus the net of tax effects of: (1) stock-based compensation expense, (2) acquisition and disposition related costs, (3) amortization of intangible assets from acquisitions, and (4) interest (income) expense and other, net.
Marchex's management believes that investors should have access to, and Marchex is obligated to provide, the same set of tools that management uses in analyzing the Company's results. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, and should not be considered in isolation, as a substitute for, or superior to, GAAP results. Marchex’s non-GAAP financial measures may be defined differently from time to time and may be defined differently than similar titled terms used by other companies, and accordingly, care should be exercised in understanding how Marchex defines its non-GAAP financial measures in this release. Marchex endeavors to compensate for the limitations of the non-GAAP measures presented by providing the comparable GAAP measure with equal or greater prominence, GAAP financial statements, and detailed descriptions of the reconciling items and adjustments, including quantifying such items, to derive the non-GAAP measure.
For further information, contact:
Trevor Caldwell
Marchex Investor Relations
Email: [email protected]
Or
MEDIA INQUIRIES
Marchex Corporate Communications
Email: [email protected]
MARCHEX, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(In Thousands, except per share amounts)
(Unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Revenue |
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$ |
11,655 |
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$ |
12,074 |
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$ |
23,058 |
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$ |
23,646 |
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Expenses: |
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Cost of revenue (1) |
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4,058 |
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4,152 |
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8,246 |
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8,566 |
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Amortization of capitalized software development costs |
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10 |
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— |
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10 |
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— |
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Total cost of revenue (1) |
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4,068 |
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4,152 |
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8,256 |
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8,566 |
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Sales and marketing (1) |
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3,165 |
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2,742 |
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6,431 |
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5,529 |
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Product development (1) |
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2,501 |
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3,223 |
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5,173 |
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6,468 |
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General and administrative (1) |
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2,457 |
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2,528 |
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5,604 |
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4,817 |
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Amortization of intangible assets from acquisitions |
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— |
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151 |
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— |
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301 |
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Total operating expenses |
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$ |
12,191 |
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$ |
12,796 |
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$ |
25,464 |
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$ |
25,681 |
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Loss from operations |
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(536 |
) |
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(722 |
) |
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(2,406 |
) |
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(2,035 |
) |
Interest income (expense) and other, net |
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626 |
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(31 |
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623 |
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(109 |
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Income (loss) before income tax expense |
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90 |
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(753 |
) |
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(1,783 |
) |
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(2,144 |
) |
Income tax expense |
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5 |
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3 |
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114 |
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62 |
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Net income (loss) applicable to common stockholders |
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$ |
85 |
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$ |
(756 |
) |
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$ |
(1,897 |
) |
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$ |
(2,206 |
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Basic and diluted net income (loss) per Class A and Class B share applicable to common stockholders |
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$ |
0.00 |
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$ |
(0.02 |
) |
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$ |
(0.04 |
) |
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$ |
(0.05 |
) |
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Shares used to calculate basic net income (loss) per share applicable to common stockholders: |
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Class A |
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4,661 |
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4,661 |
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4,661 |
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4,661 |
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Class B |
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39,241 |
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38,403 |
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39,151 |
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38,398 |
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Shares used to calculate diluted net income (loss) per share applicable to common stockholders: |
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Class A |
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4,661 |
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4,661 |
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4,661 |
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4,661 |
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Class B |
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43,902 |
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43,064 |
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43,812 |
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43,059 |
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(1) Includes stock-based compensation allocated as follows: |
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Cost of revenue |
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$ |
2 |
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$ |
3 |
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$ |
3 |
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$ |
6 |
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Sales and marketing |
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172 |
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88 |
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196 |
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176 |
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Product development |
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78 |
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14 |
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105 |
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22 |
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General and administrative |
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304 |
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332 |
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707 |
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666 |
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Total |
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$ |
556 |
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$ |
437 |
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$ |
1,011 |
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$ |
870 |
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MARCHEX, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In Thousands)
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(Unaudited) |
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June 30, |
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December 31, |
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2025 |
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2024 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
10,491 |
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$ |
12,767 |
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Accounts receivable, net |
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7,561 |
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7,072 |
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Prepaid expenses and other current assets |
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3,043 |
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2,439 |
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Total current assets |
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21,095 |
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22,278 |
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Property and equipment, net |
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1,736 |
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1,811 |
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Other assets, net |
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768 |
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397 |
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Right-of-use lease assets |
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827 |
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1,156 |
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Goodwill |
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17,558 |
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17,558 |
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Total assets |
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$ |
41,984 |
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$ |
43,200 |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable |
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$ |
2,920 |
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$ |
1,349 |
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Accrued benefits and payroll |
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|
992 |
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2,133 |
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Other accrued expenses and current liabilities |
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3,684 |
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4,197 |
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Deferred revenue and deposits |
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806 |
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1,093 |
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Operating lease liability, current |
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330 |
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495 |
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Total current liabilities |
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8,732 |
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9,267 |
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Deferred tax liabilities |
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658 |
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579 |
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Operating lease liability, non-current |
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551 |
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|
721 |
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Total liabilities |
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9,941 |
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10,567 |
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Stockholders’ equity: |
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Class A common stock |
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49 |
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49 |
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Class B common stock |
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393 |
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390 |
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Additional paid-in capital |
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359,676 |
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358,372 |
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Accumulated deficit |
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(328,075 |
) |
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(326,178 |
) |
Total stockholders’ equity |
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32,043 |
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32,633 |
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Total liabilities and stockholders’ equity |
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$ |
41,984 |
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$ |
43,200 |
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MARCHEX, INC. AND SUBSIDIARIES
(In Thousands)
(Unaudited)
Reconciliation of Net Income (Loss) to Adjusted EBITDA
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Net income (loss) applicable to common stockholders |
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$ |
85 |
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$ |
(756 |
) |
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$ |
(1,897 |
) |
|
$ |
(2,206 |
) |
Interest (income) expense and other, net |
|
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(626 |
) |
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|
31 |
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|
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(623 |
) |
|
|
109 |
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Income tax expense |
|
|
5 |
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|
|
3 |
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|
|
114 |
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|
|
62 |
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Amortization of intangible assets from acquisitions |
|
|
— |
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|
|
151 |
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|
|
— |
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|
|
301 |
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Amortization of capitalized software development costs |
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|
10 |
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|
|
— |
|
|
|
10 |
|
|
|
— |
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Depreciation and amortization |
|
|
618 |
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|
|
385 |
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|
|
1,250 |
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|
|
708 |
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Stock-based compensation |
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|
556 |
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|
437 |
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|
1,011 |
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|
|
870 |
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Adjusted EBITDA |
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$ |
648 |
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$ |
251 |
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|
$ |
(135 |
) |
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$ |
(156 |
) |
MARCHEX, INC. AND SUBSIDIARIES
(In Thousands)
(Unaudited)
Reconciliation of Net Income (Loss) per Share to Adjusted Non-GAAP Income (Loss)(1)
|
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2025 |
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2024 |
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|
2025 |
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|
2024 |
|
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Net income (loss) per share applicable to common stockholders, diluted |
|
$ |
0.00 |
|
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$ |
(0.02 |
) |
|
$ |
(0.04 |
) |
|
$ |
(0.05 |
) |
Stock-based compensation |
|
|
0.01 |
|
|
|
0.01 |
|
|
|
0.02 |
|
|
|
0.02 |
|
Amortization of intangible assets from acquisitions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.01 |
|
Interest income (expense) and other, net |
|
|
0.01 |
|
|
|
— |
|
|
|
0.01 |
|
|
|
— |
|
Adjusted non-GAAP income (loss) per share |
|
$ |
0.02 |
|
|
$ |
(0.01 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.02 |
) |
Shares used to calculate diluted net income (loss) per share applicable to common stockholders (GAAP) and adjusted non-GAAP income (loss) per share |
|
|
43,902 |
|
|
|
43,064 |
|
|
|
43,812 |
|
|
|
43,059 |
|