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SEATTLE, WA
- July 27, 2005 - Marchex,
Inc. (NASDAQ: MCHX, MCHXP) today announced that it
has acquired IndustryBrains, Inc. (www.industrybrains.com)
for $30.6 million, plus transaction costs, consisting
of $15.6 million in cash and $15 million in stock
(valued based on a 30-day trailing average). $2.8
million of the stock issuable to the employee shareholders
of IndustryBrains who will join Marchex is subject
to vesting over two-and-one-half years from closing.
The acquisition is effective immediately.
Based in New York City, IndustryBrains
is a leader in monetizing vertical and brand-name
Web sites through contextual advertising solutions.
IndustryBrains has built a platform of high-quality
traffic by leveraging its proprietary technology to
offer a site-specific approach to contextual advertising
under a business model that combines bid-for-placement
and relevancy. This approach has allowed IndustryBrains
to create relationships with more than 100 vertically-focused
and brand-name online publishers, such as USATODAY.com,
BusinessWeek Online, The Motley Fool, Travel + Leisure,
Forbes.com and the Ziff Davis online properties; as
well as a large base of premier advertisers.
A site-specific approach means that
IndustryBrains focuses on selling advertising placement
on specialized vertical and branded Web sites, and
on specific sections of a Web site, as opposed to
a network approach in which advertisers cannot specify
the sites on which they appear. For specialized vertical
or branded Web sites, which typically command premium
rates for their advertising space due to their high-quality
targeted online user traffic, a site-specific approach
to contextual advertising allows them to appropriately
monetize the value of their own brand and traffic.
For advertisers, a site-specific approach improves
transparency, relevancy, and return-on-investment
(ROI) by: (i) allowing advertisers to target which
Web sites and specific sections within a Web site
their text-based listings will appear (e.g., Forbes.com
home page and/or Forbes.com Technology section); and
(ii) ranking advertiser listings under an algorithm
that factors in both price and relevancy. Marchex
believes these elements lead to revenue-per-click
rates that are relatively high compared to industry
averages.
IndustryBrains offers online publishers
site-specific contextual advertising solutions on
a direct basis or under a private label. The private
label system offers online publishers the flexibility
to provide their own advertisers the option to bid
for placement on the publishers' branded Web sites.
In this case, online publishers still retain the option
to receive IndustryBrains' advertiser listings, in
addition to their own. IndustryBrains also offers
its online publishers support for Web search functionality
by displaying relevant advertiser listings in response
to a user search query.
"The acquisition of IndustryBrains
is an important development for Marchex and specifically
continues our focus on adding high-quality traffic
sources to Marchex's distribution network and on leveraging
technology solutions to help our advertisers efficiently
acquire customers online," said Peter Christothoulou,
Marchex Chief Strategy Officer.
"We are excited to be joining forces with Marchex
and look forward to building upon our combined areas
of strength and opportunity, all while continuing
to deliver the high levels of performance that our
partners and customers have come to expect,"
said Erik Matlick, IndustryBrains CEO.
Following are highlights of IndustryBrains'
business focus and progress:
- Proprietary technology facilitates
site-specific approach to contextual marketing:
IndustryBrains' proprietary technology platform
enables the company to sell advertisers placement
on specialized vertical and branded Web sites, and
even on specific sections of a Web site.
- Critical mass of targeted online
user traffic: According to IndustryBrains, its network
of online publishers display IndustryBrains' advertiser
listings on approximately 1 billion page views per
quarter.
- Category coverage: IndustryBrains
currently covers 11 vertical markets including:
Information Technology, Business & Finance,
Travel, Human Resources, and Home & Living,
among others.
- High monetization rates: Marchex
believes that IndustryBrains' gross average revenue-per-click
rates are relatively high compared to industry averages.
For example, the following vertical categories maintain
the following minimum per-click rates for advertisers:
Information Technology minimum per-click price of
$0.25 to $2.00 (depending on the specific sub-category);
Business & Finance minimum per-click price of
$0.50 to $2.00; Human Resources minimum per-click
price of $1.00 to $3.00; and Travel minimum per-click
price of $0.50.
- Flexible products for online
publishers: IndustryBrains offers a private label
alternative for online publishers who want to offer
their own advertisers the option to bid for placement
on their branded Web sites.
- Revenue and financial results:
According to IndustryBrains, preliminary calendar
2004 estimates indicate that IndustryBrains generated
$6 million to $7 million in revenue, excluding the
impact of inter-company revenues, and approximately
$0.9 million to $1.1 million in operating income
before amortization.
Marchex Strategic Benefits:
Following are highlights of certain potential strategic
benefits for Marchex:
- The acquisition of IndustryBrains
provides Marchex an additional critical mass of
targeted, high-quality traffic, along with additional
brand-name advertisers.
- IndustryBrains' advertisers,
who buy site-specific placement on vertical and
branded Web sites, could potentially opt for inclusion
on Marchex's vertical direct navigation Web sites.
- IndustryBrains' products and
relationships round out Marchex's existing distribution
channels, as Marchex advertisers will now have the
flexibility to place their listings at the following
online transaction points: vertical and branded
Web sites, search engines, comparison shopping engines
and direct navigation Web sites.
- Marchex's advertisers will have
access to IndustryBrains' high-quality vertical
and brand-name distribution network and IndustryBrains'
advertisers will have access to Marchex's search
engine marketing solutions, including paid listings,
feed management, and search engine optimization
products.
- IndustryBrains' contextual solutions
may be of interest to Marchex's existing distribution
partners or other strategic partners.
Marchex Updated Financial Guidance:
Resulting from this acquisition, Marchex is updating
its 2005 financial guidance as follows:
- Revenue contribution from IndustryBrains
for the remainder of 2005 (July 27 to December 31)
is anticipated to be $4 million or more. Based on
this incremental contribution, Marchex is revising
its guidance for 2005 revenue to $90 million or
more from its previous guidance of $86 million or
more.
- Marchex intends to increase IndustryBrains'
short- and intermediate-term investments in administrative,
technology and development, sales and business development
efforts. The anticipated cost increases translate
to IndustryBrains adjusted operating income before
amortization margins of 8% to 10% for the balance
of 2005. Marchex's long-term target for IndustryBrains
adjusted operating income before amortization margin
is more than 20%.
- Marchex previously provided 2005
adjusted operating income before amortization margin
guidance of 28% or more. When factoring in the 2005
partial year anticipated revenue contributions from
IndustryBrains at adjusted operating income before
amortization margins of 8% to 10% and potential
contributions of growth from different parts of
Marchex and IndustryBrains, Marchex is updating
its 2005 adjusted operating income before amortization
margin to a range of 26% to 28% or more. Marchex
is reiterating its long-term target of adjusted
operating income before amortization margin of 30%
or more.
About Marchex, Inc.:
Marchex (www.marchex.com) is
an online technology company that helps merchants
sell through search. The company is focused on search
engine and contextual marketing, local search, and
direct navigation. Marchex's platform of integrated
performance-based advertising and search marketing
services enables merchants to efficiently market and
sell their products and services across multiple online
distribution channels, including search engines, product
shopping engines, directories and selected Web properties.
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 this acquisition, our strategy,
future operations, future financial position, future
revenues, future adjusted operating income margins,
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
which are described in the "Risk Factors"
section of our most recent periodic report and registration
statement filed with the SEC. We disclaim any intention
or obligation to update any forward-looking statements.
For further information, contact:
Mark S. Peterson
VP of Public Relations
Marchex, Inc.
206-331-3344
mark@marchex.com
Investor Relations:
Trevor Caldwell
VP of Investor Relations & Strategic Initiatives
Marchex, Inc.
206-331-3316
tcaldwell@marchex.com
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