Business Context and Reporting Period
This Form 8-K Current Report was filed by Marchex, Inc. on May 27, 2005. The filing addresses Item 8.01 (Other Events) and Item 9.01 (Financial Statements and Exhibits) regarding the acquisition of certain assets of Name Development Ltd. The report incorporates by reference unaudited condensed financial statements of Name Development and unaudited pro forma condensed consolidated financial statements of Marchex related to this transaction.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. Instead, it references attached exhibits containing the relevant data:
- Exhibit 99.1: Unaudited condensed financial statements of Name Development Ltd. as of December 31, 2004, and for the six months ended December 31, 2003 and 2004.
- Exhibit 99.2: Marchex, Inc. unaudited pro forma condensed consolidated financial statements for the year ended December 31, 2004, and for the three months ended March 31, 2005.
Material Changes
The primary material event is the acquisition of certain assets of Name Development Ltd. by Marchex, Inc. This filing serves to update the record with specific financial statements related to the acquisition, referencing prior disclosures made in Form 8-K filings dated November 19, 2004, and February 9, 2005, as well as Registration Statements on Form SB-2 filed in late 2004 and early 2005.
Guidance, Outlook, and Risks
The filing text does not contain specific management commentary, forward-looking guidance, or a detailed discussion of risks and contingencies beyond the context of the asset acquisition. The document focuses on the procedural requirement to file the unaudited financial statements associated with the transaction.
Investor Verification Checklist
- Review Exhibit 99.1 for the specific financial performance of Name Development Ltd. prior to the asset acquisition.
- Analyze Exhibit 99.2 to understand the pro forma impact of the acquisition on Marchex's consolidated financial position for the year ended December 31, 2004, and the quarter ended March 31, 2005.
- Consult the referenced Registration Statements (File Nos. 333-121213 and 333-122651) for detailed terms of the acquisition.
- Verify the specific assets acquired from Name Development Ltd. as described in the prior Form 8-K filings from November 2004 and February 2005.