Business Context and Reporting Period
Company: Marchex, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: April 30, 2010 (Event Date); May 6, 2010 (Filing Date)
Reporting Period: The filing primarily addresses a material agreement entered into on April 30, 2010, and references financial results for the quarter ended March 31, 2010.
Key Financial Metrics
This Form 8-K does not contain specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. The filing references a press release (Exhibit 99.1) containing financial results for the quarter ended March 31, 2010, but the text of the 8-K itself states that such information is "furnished" and not "filed" for the purposes of Section 18 of the Exchange Act. Consequently, specific financial metrics are not available within this document text.
Material Changes and Agreements
- Material Definitive Agreement: On April 30, 2010, Marchex, Inc., through its wholly-owned subsidiary MDNH, Inc., entered into Amendment No. 1 to the Master Services and License Agreement with YellowPages.com LLC d/b/a AT&T Interactive.
- Term Extension: The Amendment extends the agreement term through June 30, 2015.
- Exclusivity: The agreement includes product exclusivity for the majority of the extended term.
- Financial Terms: Certain financial terms were amended, though specific figures are not disclosed in this filing.
Guidance, Outlook, and Management Commentary
Results of Operations: The Company announced it would issue a press release and hold a conference call on May 6, 2010, regarding financial results for the quarter ended March 31, 2010. The full text of this press release is attached as Exhibit 99.1.
Non-GAAP Measures: Management indicated the use of non-GAAP financial information in the press release and conference call. A reconciliation to GAAP measures and definitions of these metrics are contained within the attached press release, not this 8-K text.
Risks and Contingencies: No specific risks or contingencies are detailed in the body of this filing beyond the standard legal disclaimers regarding the "furnished" status of the financial results.
Investor Verification Checklist
- Review Exhibit 99.1 (Press Release dated May 6, 2010) for specific revenue, profit, and cash flow figures for the quarter ended March 31, 2010.
- Verify the specific financial terms amended in the agreement with AT&T Interactive, as the 8-K summary does not disclose the monetary impact.
- Examine the reconciliation of non-GAAP to GAAP financial measures provided in the press release to understand management's performance metrics.
- Confirm the status of the product exclusivity clause within the extended agreement term through June 30, 2015.