mchx-8k_20170802.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 2, 2017

 

 

Marchex, Inc.

(Exact name of Registrant as Specified in its Charter)

 

 

 

Delaware

 

000-50658

 

35-2194038

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

520 Pike Street

Suite 2000

Seattle, Washington 98101

(Address of Principal Executive Offices)

(206) 331-3300

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 2.02Results of Operations and Financial Condition.

On August 2, 2017, Marchex, Inc. (“Marchex”) is issuing a press release and holding a conference call regarding its financial results for the quarter ended June 30, 2017 (the “Press Release”). The full text of the Press 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-GAAP financial information in both the Press 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 Press 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 Press Release. 

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

No.

  

Description

 

 

99.1

  

Press Release of Marchex, dated August 2, 2017.

 

 


 

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.

 

Date: August 2, 2017

 

MARCHEX, INC.

 

 

 

 

By:

 

/S/    MICHAEL A. ARENDS        

 

 

Name:

 

Michael A. Arends

 

 

Title:

 

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

mchx-ex991_6.htm

Exhibit 99.1

 

Marchex Announces Second Quarter 2017 Results

SEATTLE – August 2, 2017-- Marchex, Inc. (NASDAQ:MCHX), a leading provider of call analytics that drive, measure, and convert callers into customers, today announced its financial results for the second quarter ended June 30, 2017.

Q2 2017 Financial Highlights

Revenue was $22.0 million for the second quarter of 2017, compared to $34.4 million for the second quarter of 2016.

Net loss was $1.3 million for the second quarter of 2017 or $0.03 per diluted share. For the second quarter of 2016, net loss was $68.8 million or $1.65 per diluted share.

 

 

Q2 2016

 

Q2 2017

Revenue

 

$34.4 million

 

$22.0 million

Non-GAAP Results1:

 

 

 

 

Enterprise Revenue2

 

$26.3 million

 

$17.2 million

Adjusted OIBA

 

($1.6) million

 

($0.3) million

Adjusted EBITDA

 

($0.8) million

 

$0.4 million

Cash Balance

 

$106 million

 

$102 million

Adjusted non-GAAP earnings (loss) per share1 for the second quarter of 2017 was ($0.01), compared to ($0.02) for the second quarter of 2016.

During the second quarter of 2017, YP contributed $4.8 million in revenue, compared to $8.1 million in the second quarter of 2016.

 

1

Reconciliations of non-GAAP measures are included in the financial tables attached to this press release and we encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measures.

2

Enterprise Revenue represents total revenue less revenue generated from our contracts with YP.

Strategic Priorities Update

Accelerate Product Innovation.  Marchex Audience Targeting launched in July 2017 is a new solution that leverages real customer interactions to automatically build high value audience segments for display and social media platforms. By helping brands understand who is calling, and what they’re calling about, Marchex Audience Targeting empowers marketers with the ability to target high intent audiences with their Facebook and display campaigns. Marketers can fine-tune campaigns down to specific audience segments that are most likely to convert to customers, or find new segments and opportunities that haven’t been targeted before.

Marchex Search Essentials launched in June 2017 is a new version of our leading Search Analytics previously targeted to enterprise-level companies with large marketing budgets. Marchex Search Essentials is available to all companies of all sizes to maximize spend and increase ROI on paid search campaigns. Marchex Search Essentials helps eliminate a major blind spot for marketers by attributing inbound phone calls to paid search keywords and as a result, marketers have the insights they need to make real time adjustments to drive stronger, more efficient performance for their paid search campaigns.

Independent Research Study highlights the value of customers that call. In July 2017, Marchex announced the results of an industry survey that helps marketers invest their marketing spend and increase their return on investment. Based on a survey of marketing decision makers, the study from Forrester Consulting


showed that customers who call a business are the most valuable prospects for a business. The report found that phone customers convert faster, spend more, and have a higher retention rate than customers who contact brands via other channels such as in-store or on-line. The report can be downloaded here.

Expand Strategic Partnerships.  New integrations with Adobe Analytics Cloud, announced in June 2017, enable marketers to both increase sales and retain customers by better understanding how customers and prospects interact with their brands. Marchex was also promoted to Business partner in the Adobe Exchange partner program for Adobe Experience Cloud.

 

“While we have continued to focus on stabilizing the business and laying the foundation to return the company to growth, I am pleased to report that the company returned to positive operating cash generation in the second quarter,” said Michael Arends, Chief Financial Officer. “We are expanding our product pipeline and strategic partnership base while we continue to focus on adding to and growing our base of customer relationships. These initiatives are building blocks for putting Marchex back on a path to long term growth.”

Business Outlook

The following forward-looking statements reflect Marchex's expectations as of August 2, 2017.

Financial Guidance for the Third Quarter ending September 30, 2017

 

Revenue

 

$21 million or more

Adjusted OIBA1

 

a loss of $1 million or better

Adjusted EBITDA1

 

breakeven or better

Conference Call and Webcast Information

Management will hold a conference call, starting at 5:00 p.m. ET on Wednesday, August 2, 2017, to discuss its second quarter ended June 30, 2017 financial results and other company updates. Access to the live webcast of the conference call will be available online from the Investors section of Marchex’s website at www.marchex.com.  An archived version of the webcast will also be available at the same location, beginning two hours after completion of the call.

About Marchex

Marchex understands the best customers are those who call your company - they convert faster, buy more, and churn less. Marchex provides solutions that help companies drive more calls, understand what happens on those calls, and convert more of those callers into customers. Our actionable intelligence strengthens the connection between companies and their customers, bridging the physical and digital world, to help brands maximize their marketing investments and operating efficiencies to acquire the best customers.

Please visit http://www.marchex.comwww.marchex.com/blog or @marchex on Twitter (Twitter.com/Marchex), where Marchex discloses material information from time to time about the company, its financial information, and its business.


Forward-Looking Statements:

This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press 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 SEC. All of the information provided in this release is as of August 2, 2017 and Marchex undertakes no duty to update the information provided herein.

This press release may contain links to third party websites or materials. These links are provided solely as a convenience to you.  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 OIBA, Adjusted OIBA, Adjusted EBITDA, and Adjusted non-GAAP earnings (loss) per share. Marchex also provides Enterprise Revenue, which represents revenue excluding Yellowpages.com LLC (“YP”) revenue generating contracts and other Archeo related transition activities which were insignificant.

OIBA represents income (loss) from operations excluding stock-based compensation expense. This measure, among other things, is one of the primary metrics by which Marchex evaluates the performance of its business. Additionally, Marchex's management uses Adjusted OIBA, which excludes acquisition and disposition related costs and impairment of goodwill, as these items are not indicative of Marchex’s recurring core operating results. Adjusted OIBA is the basis on which Marchex's internal budgets are based and by which Marchex's management is currently evaluated. Marchex believes these measures are useful to investors because they represent Marchex's consolidated operating results, taking into account depreciation and other intangible amortization, which Marchex believes is an ongoing cost of doing business, but excluding the effects of certain other expenses such as stock-based compensation, acquisition and disposition related costs, and impairment of goodwill. Adjusted EBITDA represents income (loss) before interest, income taxes, depreciation, amortization, stock compensation expense, acquisition and disposition related costs, and impairment of goodwill. Marchex believes that Adjusted EBITDA is another alternative measure of liquidity to GAAP net cash provided by (used in) operating activities that provides meaningful supplemental information regarding liquidity and is used by Marchex's management to measure its ability to fund operations and its financing obligations.

Financial analysts and investors may use Adjusted OIBA and EBITDA and Enterprise Revenue to help with comparative financial evaluation to make informed investment decisions. Adjusted non-GAAP earnings (loss) per share represents Adjusted non-GAAP net income (loss) applicable to common stockholders divided by GAAP diluted shares outstanding. Adjusted non-GAAP net income (loss) applicable to common stockholders 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) interest and other income (expense), and (4) impairment of goodwill. Financial analysts and investors may use Adjusted non-GAAP earnings (loss)


per share to analyze Marchex's financial performance since these groups have historically used EPS 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.

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

Telephone: 206.331.3600
Email: ir(at)marchex.com

Or

MEDIA INQUIRIES

Marchex Corporate Communications

Telephone: 206.331.3434

Email: pr(at)marchex.com

 


 

MARCHEX, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2016

 

 

2017

 

 

2016

 

 

2017

 

Revenue

 

$

34,412

 

 

$

22,016

 

 

$

70,397

 

 

$

46,391

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service costs (1)

 

 

20,477

 

 

 

12,175

 

 

 

42,459

 

 

 

25,773

 

Sales and marketing (1)

 

 

5,649

 

 

 

3,471

 

 

 

11,171

 

 

 

8,463

 

Product development (1)

 

 

7,555

 

 

 

4,283

 

 

 

15,027

 

 

 

9,553

 

General and administrative (1)

 

 

5,833

 

 

 

3,394

 

 

 

10,495

 

 

 

7,424

 

Acquisition and disposition related costs

 

 

304

 

 

 

 

 

 

308

 

 

 

 

Total operating expenses

 

 

39,818

 

 

 

23,323

 

 

 

79,460

 

 

 

51,213

 

Impairment of goodwill

 

 

(63,305

)

 

 

 

 

 

(63,305

)

 

 

 

Loss from operations

 

 

(68,711

)

 

 

(1,307

)

 

 

(72,368

)

 

 

(4,822

)

Interest income (expense) and other, net

 

 

(68

)

 

 

40

 

 

 

(75

)

 

 

57

 

Loss before provision for income taxes

 

 

(68,779

)

 

 

(1,267

)

 

 

(72,443

)

 

 

(4,765

)

Income tax expense

 

 

12

 

 

 

13

 

 

 

25

 

 

 

25

 

Net loss applicable to common stockholders

 

$

(68,791

)

 

$

(1,280

)

 

$

(72,468

)

 

$

(4,790

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per Class A and Class B share applicable

   to common stockholders

 

$

(1.65

)

 

$

(0.03

)

 

$

(1.75

)

 

$

(0.11

)

Shares used to calculate basic net loss per share applicable to

   common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

5,233

 

 

 

5,056

 

 

 

5,233

 

 

 

5,056

 

Class B

 

 

36,499

 

 

 

37,698

 

 

 

36,238

 

 

 

37,435

 

Shares used to calculate diluted net loss per share applicable

   to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

5,233

 

 

 

5,056

 

 

 

5,233

 

 

 

5,056

 

Class B

 

 

41,732

 

 

 

42,754

 

 

 

41,471

 

 

 

42,491

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Includes stock-based compensation allocated as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service costs

 

$

207

 

 

$

130

 

 

$

405

 

 

$

255

 

Sales and marketing

 

 

529

 

 

 

63

 

 

 

968

 

 

 

469

 

Product development

 

 

629

 

 

 

207

 

 

 

1,161

 

 

 

298

 

General and administrative

 

 

2,136

 

 

 

581

 

 

 

2,933

 

 

 

1,316

 

Total

 

$

3,501

 

 

$

981

 

 

$

5,467

 

 

$

2,338

 

 

 


 

MARCHEX, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

 

 

 

December 31,

 

 

June 30,

 

 

 

2016

 

 

2017

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

103,950

 

 

$

102,429

 

Accounts receivable, net

 

 

18,922

 

 

 

15,461

 

Prepaid expenses and other current assets

 

 

1,531

 

 

 

2,004

 

Refundable taxes

 

 

98

 

 

 

94

 

Total current assets

 

 

124,501

 

 

 

119,988

 

Property and equipment, net

 

 

3,557

 

 

 

2,962

 

Other assets, net

 

 

214

 

 

 

329

 

Total assets

 

$

128,272

 

 

$

123,279

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

6,811

 

 

$

5,098

 

Accrued expenses and other current liabilities

 

 

7,707

 

 

 

6,469

 

Deferred revenue

 

 

349

 

 

 

337

 

Total current liabilities

 

 

14,867

 

 

 

11,904

 

Other non-current liabilities

 

 

134

 

 

 

540

 

Total liabilities

 

 

15,001

 

 

 

12,444

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Class A common stock

 

 

53

 

 

 

53

 

Class B common stock

 

 

380

 

 

 

385

 

Treasury stock

 

 

-

 

 

 

(2

)

Additional paid-in capital

 

 

360,422

 

 

 

362,810

 

Accumulated deficit

 

 

(247,584

)

 

 

(252,411

)

Total stockholders’ equity

 

 

113,271

 

 

 

110,835

 

Total liabilities and stockholders’ equity

 

$

128,272

 

 

$

123,279

 

 

 


 

MARCHEX, INC. AND SUBSIDIARIES

(in thousands)

(unaudited)

 

Reconciliation of GAAP Loss from Operations to Operating Loss Before Amortization (OIBA)

and Adjusted Operating Loss Before Amortization (Adjusted OIBA)

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2016

 

 

2017

 

 

2016

 

 

2017

 

Loss from operations

 

$

(68,711

)

 

$

(1,307

)

 

$

(72,368

)

 

$

(4,822

)

Stock-based compensation

 

 

3,501

 

 

 

981

 

 

 

5,467

 

 

 

2,338

 

Operating loss before amortization (OIBA)

 

 

(65,210

)

 

 

(326

)

 

 

(66,901

)

 

 

(2,484

)

Acquisition and disposition related costs

 

 

304

 

 

 

 

 

 

308

 

 

 

 

Impairment of goodwill

 

 

63,305

 

 

 

 

 

 

63,305

 

 

 

 

Adjusted operating loss before amortization (Adjusted OIBA)1

 

$

(1,601

)

 

$

(326

)

 

$

(3,288

)

 

$

(2,484

)

 

 

 

Reconciliation from Net Cash used in Operating Activities to Adjusted EBITDA

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2016

 

 

2017

 

 

2016

 

 

2017

 

Net cash provided by (used in) operating activities

 

$

(386

)

 

$

254

 

 

$

(2,653

)

 

$

(624

)

Changes in assets and liabilities

 

 

(785

)

 

 

174

 

 

 

647

 

 

 

(350

)

Income tax expense

 

 

12

 

 

 

13

 

 

 

25

 

 

 

25

 

Acquisition and disposition related costs

 

 

304

 

 

 

 

 

 

308

 

 

 

 

Interest (income) expense and other, net

 

 

68

 

 

 

(40

)

 

 

75

 

 

 

(57

)

Adjusted EBITDA1

 

$

(787

)

 

$

401

 

 

$

(1,598

)

 

$

(1,006

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

$

(119

)

 

$

(906

)

 

$

(594

)

 

$

(912

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

$

(321

)

 

$

9

 

 

$

(131

)

 

$

15

 

 

 

1

Includes reorganization costs of approximately $700,000 in Q1 2017.

 

 

 

 

Reconciliation from Revenue to Enterprise Revenue

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2016

 

 

2017

 

 

2016

 

 

2017

 

Revenue

 

$

34,412

 

 

$

22,016

 

 

$

70,397

 

 

$

46,391

 

Less: YP Revenue

 

 

8,091

 

 

 

4,829

 

 

 

16,610

 

 

 

10,232

 

Less: Other

 

 

 

 

 

 

 

 

21

 

 

 

 

Enterprise Revenue2

 

$

26,321

 

 

$

17,187

 

 

$

53,766

 

 

$

36,159

 

 

 

2

Enterprise Revenue represents total revenue less revenue generated from our contracts with YP and other Archeo related transition activities.

 

 


 

MARCHEX, INC. AND SUBSIDIARIES

 

Reconciliation of GAAP Net Loss per Share to Adjusted Non-GAAP Loss per Share

(in thousands, except per share amounts)

(unaudited)

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2016

 

 

2017

 

 

2016

 

 

2017

 

Adjusted Non-GAAP loss per share

 

$

(0.02

)

 

$

(0.01

)

 

$

(0.05

)

 

$

(0.04

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share applicable to common stockholders - diluted

   (GAAP loss per share)

 

$

(1.65

)

 

$

(0.03

)

 

$

(1.75

)

 

$

(0.11

)

Shares used to calculate diluted net loss per share applicable to

   common stockholders

 

 

41,732

 

 

 

42,754

 

 

 

41,471

 

 

 

42,491

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss applicable to common stockholders

 

$

(68,791

)

 

$

(1,280

)

 

$

(72,468

)

 

$

(4,790

)

Stock-based compensation

 

 

3,501

 

 

 

981

 

 

 

5,467

 

 

 

2,338

 

Acquisition and disposition related costs

 

 

304

 

 

 

 

 

 

308

 

 

 

 

Impairment of goodwill

 

 

63,305

 

 

 

 

 

 

63,305

 

 

 

 

Interest (income) expense and other, net

 

 

68

 

 

 

(40

)

 

 

75

 

 

 

(57

)

Estimated impact of income taxes

 

 

746

 

 

 

115

 

 

 

1,093

 

 

 

829

 

Adjusted Non-GAAP loss

 

$

(867

)

 

$

(224

)

 

$

(2,220

)

 

$

(1,680

)

Adjusted Non-GAAP loss per share

 

$

(0.02

)

 

$

(0.01

)

 

$

(0.05

)

 

$

(0.04

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used to calculate diluted net loss per share applicable to

   common stockholders (GAAP) and Adjusted Non-GAAP loss per share

 

 

41,732

 

 

 

42,754

 

 

 

41,471

 

 

 

42,491