MARCHEX INC
For the period ended Dec 31, 2025. Filed Mar 26, 2026.
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FY2025 · Filed Mar 26, 2026
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Item 8. Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
To the Stockholders' and the Board of Directors of Marchex, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Marchex, Inc. and its subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of management. Our responsibility is to express an opinion on the financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of internal controls over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Occurrence and Completeness of Revenue
As described in Note 1 of the consolidated financial statements, the Company generates revenue from the Company’s conversational analytics technology platform when customers pay the Company a fee for call, text, phone number or other communication related data element tracking, based on a pre-negotiated rate. Revenue is recognized over time as the service is performed, which is generally measured by the delivery of the related data element per the terms of the customer contract.
We identified the occurrence and completeness of revenue as a critical audit matter as the process to record revenue which is billed in arrears creates complexity in auditing the timing of revenue recognition. Revenue is driven by data derived from an internally developed system, which requires an increased audit effort to assess the reliability of data.
Our audit procedures related to the occurrence and completeness of revenue included performing the following audit procedures, among others:
We obtained an understanding of the relevant controls related to the occurrence and completeness of data elements and tested the relevant controls for design and operating effectiveness.
In order to assess the accuracy of data elements generated from the internally developed information system we reconciled the total data element information to the third-party vendor bills.
On a sample basis, we agreed the minutes from the data element information to the vendor bill.
On a sample basis, we listened to calls to determine the data element occurred.
On a sample basis, we tested the timing of revenue recognized by selecting samples of transactions occurring around both quarter-end and year-end.
We tested the accuracy of management's quarterly revenue close adjustment schedule to underlying supporting customer contracts, data elements information and to the adjustment made to the general ledger.
We tested the reasonableness of changes in revenue by performing trend analysis which compared quarter-over quarter revenues.
/s/ RSM US LLP
We have served as the Company's auditor since 2022.
Los Angeles, California
March 25, 2026
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