As filed with the Securities and Exchange Commission on October 30, 2007

Registration No. 333-144750

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 4
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

INTERNET BRANDS, INC.
(Exact name of registrant as specified in its charter)

909 North Sepulveda Blvd., 11th Floor
El Segundo, CA 90245
(310) 280-4000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Robert N. Brisco
Chief Executive Officer
Internet Brands, Inc.
909 North Sepulveda Blvd., 11th Floor
El Segundo, CA 90245
(310) 280-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

(1)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended.

(2)

Includes 1,434,968 shares of Class A common stock that the underwriters have the option to purchase from the registrant and selling stockholders solely to cover over-allotments, if any.

(3)

$3,070 previously paid.

        The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 30, 2007.

9,566,454 Shares

Class A Common Stock

Internet Brands, Inc. is selling 3,750,000 shares of Class A common stock and the selling stockholders named in this prospectus are selling 5,816,454 shares of Class A common stock. We will not receive any of the proceeds from the shares of Class A common stock sold by the selling stockholders.

We and certain of the selling stockholders have granted the underwriters a 30-day option to purchase up to an aggregate of 1,434,968 additional shares of Class A common stock, to cover over-allotments, if any.

This is an initial public offering of our Class A common stock. We currently expect the initial public offering price of our Class A common stock to be between $10.00 and $12.00 per share. We have applied for approval to list our Class A common stock on the NASDAQ Global Market under the symbol "INET."

INVESTING IN OUR CLASS A COMMON STOCK INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 11.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Thomas Weisel Partners LLC, on behalf of the underwriters, expects to deliver the shares of Class A common stock to purchasers on                           , 2007.

The date of this prospectus is                           , 2007.

TABLE OF CONTENTS

        You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us. Neither we nor the underwriters have authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus or such other date stated in this prospectus.

Industry and Market Data

        Industry and market data used throughout this prospectus were obtained through surveys and studies conducted by third parties, and industry and general publications. The information contained in "Business—Industry Background" is based on studies, analyses and surveys prepared by comScore, eMarketer, Forrester Research, IDC, J.D. Power and Associates and JupiterResearch. We have not independently verified any of the data from third-party sources nor have we ascertained any underlying economic assumptions relied upon therein. While we are not aware of any misstatements regarding the industry data presented herein, estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors."

Dealer Prospectus Delivery Obligation

        Until                           , 2007 (25 days after the date of this prospectus), all dealers that buy, sell or trade our Class A common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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PROSPECTUS SUMMARY

        This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, especially the risks of investing in our Class A common stock discussed under "Risk Factors" and the financial statements and related notes, before making an investment decision. In this prospectus, unless the context otherwise indicates or requires, the terms "we," "us," "our," "the Company" and "Internet Brands" refer to Internet Brands, Inc., together with our subsidiaries.

Our Company

        We are an Internet media company that builds, acquires and enhances branded websites in categories marked by high consumer involvement, strong advertising spending, and significant fragmentation in offline sources of consumer information. We operate a rapidly growing network of websites, currently grouped into three vertical categories: automotive, travel and leisure, and home and home improvement. We currently operate 45 principal websites. Utilizing a cost-efficient, proprietary operating platform, we operate and enhance websites that attract consumers through rich content, opportunities for participation in strong online communities, and user-friendly functionality. Our websites collectively attract large audiences researching high-value or specialty products, enabling us to sell targeted advertising. We also offer certain services directly to consumers, such as new car brokering.

        We believe that as individuals increasingly use the Internet to pursue areas of passion, research purchases and conduct commerce, both individuals and the advertisers who seek to market to them will demand access to online media in the form of vertical websites like ours. Our websites attracted 26.7 million unique visitors in September 2007 (measured by adding the number of unique visitors to each of our websites in that month), an increase of approximately 193% from an estimated 9.1 million unique visitors in September 2006. Our network includes a major automotive e-commerce website (CarsDirect.com), a growing network of online automotive enthusiast communities, significant websites in the travel and leisure category (such as Wikitravel.org and FlyerTalk.com), and popular home and home improvement websites (including ApartmentRatings.com and DoItYourself.com). Our international audiences are rapidly expanding and accounted for approximately 22% of the monthly visitors to our websites in September 2007.

        In addition to our consumer Internet business, we license our content and Internet technology products and services to companies and individual website owners around the world. Our Autodata Solutions division is a supplier of licensed content and technology services to the automotive industry, serving most of the major U.S., Japanese and European automotive manufacturers. In June 2007, we purchased Jelsoft Enterprises Limited (Jelsoft), the developer of vBulletin, making us the largest licensor of proprietary community bulletin board software.

        We monetize visits to our e-commerce and enthusiast community websites through various advertising revenue formats, such as cost per lead, cost per thousand impressions, cost per click, cost per action, and flat fees, while our Autodata Solutions and Jelsoft divisions generate revenues in the form of licensing and service fees. In 2006, we generated revenues of $84.8 million.

Our Industry

        We believe that the preferred medium by which consumers seek information and engage in commerce is shifting from traditional to Internet media and, within Internet media, from untargeted horizontal portals and search websites to vertical websites focused on specific categories of products and services. Horizontal portals, such as Google, Yahoo!, and AOL, are websites that provide a broad range of undifferentiated content and services. Vertical websites typically provide highly targeted,

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in-depth information and allow users to access online communities that provide fresh, differentiated niche content in their categories of interest. We believe that over time advertisers will heighten their focus on online media because they are increasingly demanding a measurable return on their investments across all forms of media, and the Internet enables them to track individual user responses to their advertising programs. Growth in the use of the Internet as a principal medium for consumer research and for connecting users with shared interests has created a demand for website content and community tools from businesses in highly competitive markets and those seeking to develop new Internet website communities.

Our Value Proposition

        We have become a major provider of Internet media by building, acquiring and enhancing a network of websites that provide vertical content to consumers and help advertisers reach targeted audiences. Users of our websites enjoy research and shopping experiences supported by unique content, comprehensive databases, powerful vertical search tools, and user-friendly functionality, which enable us to attract loyal and engaged audiences. We facilitate online communities associated with our websites by providing innovative user tools, highly functional, safe, secure and moderated websites, and community governance "best practices." Our media platform enables advertisers to selectively target customers within our websites. In addition, we repackage our automotive content and technology to provide our licensee customers differentiated and reliable Internet solutions. These solutions are also scalable, permitting our customers to accommodate growing or changing workloads. Our Autodata Solutions and Jelsoft divisions provide information and technology solutions for major automotive manufacturers and individual website owners establishing and nurturing online communities, respectively.

Our Operating Platform

        We achieve attractive operating margins in our consumer Internet business by utilizing the Internet Brands operating platform: an integrated set of operating processes, personnel expertise, and proprietary technologies that achieve strong revenue yields and operating efficiencies. We gain strong cost efficiencies by leveraging the components of our operating platform—common technology, personnel, and support services—across all of our websites. Our technologies are modular in design, meaning that they are comprised of components and functions that are generally interchangeable among our websites. This modularity enables us to combine selected functions to bring new websites to market rapidly and selectively apply functionalities developed for one of our websites across our network of websites. We also attempt to maximize revenue yields by deploying technology and business intelligence tools that identify and serve the revenue source projected to result, at a particular point in time, in the highest revenue to us. As a result, our platform facilitates rapid audience growth by delivering user-friendly interfaces, fast website operating speeds, appealing tools, and advanced online advertising capabilities. In addition, our platform is specifically designed to support this rapid audience growth within and across our categories of business, with minimal incremental costs.

Our Strategy

        Our goal is to grow the number, size and profitability of our consumer Internet and licensing businesses. The principal elements of our strategy are to:

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expand the size of the audiences visiting our websites;



•

grow our advertiser base and share of spend;



•

increase our monetization of user traffic;



•

build or continue to acquire new websites; and



•

enhance our licensing business.

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Our Websites

        We offer a broad selection of websites and services focused in our three vertical categories: automotive, travel and leisure, and home and home improvement.

        Our websites include the following:

Risks Related to Our Business

        Our business is subject to a number of risks that you should consider before deciding to invest in our Class A common stock:

•

We have a limited operating history, and are pursuing an acquisition-based growth strategy that entails significant execution, integration and operational risks.



•

We experienced a sequential quarterly decline in revenues in our consumer Internet segment from January 1, 2006 to March 31, 2007, and we may experience future revenue declines. In particular, our revenues from automotive dealers and manufacturers, which are an important component of our consumer Internet segment, have declined in recent periods as a result of the downturn in the automotive industry.



•

We may be unable to compete effectively against a variety of Internet and traditional offline competitors, many of which have significantly greater financial, marketing and other resources than we do. To remain competitive, we must establish and maintain brand recognition, continue to improve the functionality and features of our websites, and develop new products and services, and we may be unsuccessful in these efforts.



•

Many of our websites rely on the public to contribute content without compensation on a continual basis and there is no assurance that such contributions will continue.

        We discuss these and other risks more fully in the section entitled "Risk Factors" immediately following this prospectus summary.

Company Information

        We were incorporated in Delaware in October 1998 as CarsDirect.com, Inc. In May 2005, we changed our name to Internet Brands, Inc. to better reflect our strategy to expand into additional Internet categories. Our principal executive offices are located at 909 North Sepulveda Blvd., 11th Floor, El Segundo, California 90245, and our telephone number is (310) 280-4000. Our corporate website is http://www.internetbrands.com. The information and other content contained on, or accessible through, our corporate website and all other websites we own and operate are not part of this prospectus.

        Following the consummation of this offering, we will have a dual-class capitalization structure, with Class A common stock entitled to one vote per share and Class B common stock entitled to 20 votes per share. Upon consummation of this offering, Idealab Holdings, L.L.C., through its ownership of our Class A common stock and exclusive ownership of our Class B common stock, will have control of

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approximately 67% of the votes represented by our Class A common stock, on an as-converted basis, and Class B common stock outstanding as of September 30, 2007. Thus, Idealab Holdings, L.L.C. will be able to influence or control matters requiring approval of our stockholders, including the election of directors and the approval of mergers, acquisitions and other significant corporate transactions.

        CarsDirect.com®, CarsDirect®, Autodata®, CarsDirect.com Real Prices® and DoItYourself.com® and other trade names, trademarks or service marks of Internet Brands appearing in this prospectus are the property of Internet Brands. This prospectus contains additional trade names, trademarks and service marks of ours and of other companies. We do not intend our use or display of other companies' trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.

        References to "Autodata Solutions division" in this prospectus are references to the business of our subsidiaries Autodata Solutions, Inc. and Autodata Solutions Company.

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The Offering

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        The number of shares of common stock that will be outstanding after the completion of this offering is based on 36,392,782 shares of Class A common stock, on an as-converted basis, and 3,025,000 shares of Class B common stock outstanding as of September 30, 2007 and excludes:

•

2,722,200 shares of Class A common stock issuable upon exercise of outstanding options granted under our 1998 Stock Plan, at a weighted average exercise price of $3.56 per share;



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191,542 shares of Class C common stock (or, following this offering, Class A common stock) issuable upon exercise of outstanding options granted under our 2000 Stock Plan at a weighted average exercise price of $0.88 per share;



•

16,750 shares of Class A common stock issuable upon exercise of outstanding options at an exercise price of $9.70 per share and 386,702 shares of restricted Class A common stock valued at $9.70 per share, granted on October 23, 2007 under our 2007 Equity Plan;



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75,000 shares of Class A common stock issuable upon exercise of outstanding options granted outside of our 1998 Stock Plan, 2000 Stock Plan, and 2007 Equity Plan, at a weighted average exercise price of $1.50 per share; and



•

2,947,298 shares of common stock issuable upon the exercise of warrants, which total includes (i) a warrant to purchase 1,042,985 shares of Class A common stock and (ii) warrants to purchase 1,904,313 shares of Series F preferred stock (or, following this offering, Class A common stock), at a weighted-average exercise price of $5.22 per share.

        Unless otherwise indicated, all information in this prospectus assumes:

•

the conversion (the "Conversion"), in accordance with our certificate of incorporation, of all of the outstanding shares of our Series A, Series B, Series C, Series D, and Series E preferred stock and our Class C and Class D common stock into shares of our Class A common stock;



•

no conversion of the outstanding shares of our Class B common stock into shares of our Class A common stock (our Class B common stock is convertible into Class A common stock on a one-to-one basis);



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a 1-for-2 reverse split of our common stock that will occur following the Conversion and prior to the consummation of this offering; and



•

no exercise by the underwriters of their option to purchase up to 1,434,968 additional shares from us and the selling stockholders to cover over-allotments.

References to Website Sizes and Audience Measurements

        Throughout this prospectus, we use Google analytics measurement services to report Internet audience metrics, except in certain cases prior to 2007 where Google analytics data is unavailable and internal reporting is used and indicated as "estimated." These Google analytics measurements are generated by our placement of "tags" on our websites, which Google uses to count and report audience metrics independently.

        Other third-party services that also measure audiences may provide different data than those reported by our Google analytics deployments. These discrepancies may result from differences in the methodologies applied or the sampling approaches used by third-party services. Since we "tag" each of the pages on our websites, Google analytics measures the number of actual visitors who come to our websites.

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        Measurement terms to which we refer in this prospectus have the following meanings:

•

"monthly unique visitors" refers to the total number of unique users who visit one of our websites in a given month. By way of example, if a user (defined as a unique IP address) visits one of our websites more than once in a month, their activity is counted only once for this purpose; if a user visits two of our websites, their activity is counted twice; and so on.



•

"monthly visitors" refers to the total number of user-initiated sessions with our websites within a month. By way of example, if a single user returns to one of our websites more than once per month, each visit is counted for this purpose.



•

"page views" refers to the number of website pages that are requested by and displayed to our users. Multiple page views may be generated by a single user during one or more visits during a month.

        We currently operate 45 principal websites. For purposes of this prospectus, we define a "principal" website as one that had more than 100,000 unique visitors for the month of September 2007.

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Summary Financial Data

        The following tables set forth summary consolidated financial data for Internet Brands. The historical results presented are not necessarily indicative of future results. The summary consolidated financial data set forth below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes appearing elsewhere in this prospectus.

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        Our consolidated balance sheet data as of September 30, 2007 is presented:

•

on an actual basis; and



•

on a pro forma as adjusted basis to give effect to the sale of 3,750,000 shares of our Class A common stock by us in this offering at an assumed initial public offering price of $11.00 per share, the mid-point of the estimated price range shown on the cover of this prospectus, after deducting the underwriting discount and estimated offering expenses payable by us.

(1)

We define Adjusted EBITDA as net income plus the (benefit) provision for income taxes, depreciation, amortization of purchased intangible assets and stock-based compensation; plus interest expense (income), other income and the value of stock returned to us as part of a settlement of litigation in 2002. Adjusted EBITDA is not a measure of liquidity calculated in accordance with GAAP, and should be viewed as a supplement to—not a substitute for—our results of operations presented on the basis of GAAP. Adjusted EBITDA does not purport to represent cash flow provided by, or used in, operating activities as defined by GAAP. Our statement of cash flows presents our cash flow activity in accordance with GAAP. Furthermore, Adjusted EBITDA is not necessarily comparable to similarly titled measures reported by other companies.

We believe Adjusted EBITDA is useful to an investor in evaluating our operating performance for the following reasons:

•

Adjusted EBITDA is widely used by investors to measure a company's operating performance without regard to items such as interest income, taxes, depreciation and amortization, and stock-based compensation, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired; and

•

analysts and investors use Adjusted EBITDA as a supplemental measure to evaluate the overall operating performance of companies in our industry.

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Our management uses Adjusted EBITDA:

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as a measure of operating performance, because it removes the impact of items not directly resulting from our core operations;

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for planning purposes, including in the preparation of our internal annual operating budget;

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to allocate resources to enhance the financial performance of our business;

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to evaluate the effectiveness of our operational strategies;

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in communications with the Board of Directors, stockholders, analysts and investors concerning our financial performance; and

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as a factor in the evaluation of the performance of our management in determining compensation.

A reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure, for each of the fiscal periods indicated is as follows:

(1)

As described in the footnotes to the consolidated financial statements, we adopted Statement of Financial Accounting Standards No. 123(R), "Share-Based Payments," or SFAS 123(R), in 2006. As a result, our income in 2006 was approximately $215,000 lower than if we had continued to account for stock-based compensation under Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," or APB 25.

(2)

As of December 31, 2006, we concluded it was more likely than not that we will realize certain deferred tax assets through expected future taxable profits. As a result, we released a valuation allowance of approximately $82.7 million, the majority of which was recognized as an income tax benefit.

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RISK FACTORS

        An investment in our Class A common stock offered by this prospectus involves a high degree of risk. You should carefully consider the risk factors described below, together with all of the other information contained in this prospectus, before you decide to purchase shares of our Class A common stock. The occurrence of any of the following risks, and the risks described elsewhere in this prospectus, including the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations," could materially and adversely affect our business, prospects, financial condition, operating results or cash flow. In that case, the trading price of our Class A common stock could decline, and you may lose part or all of your investment.

Risks Related to Our Business and Our Technologies

We have a limited operating history and may not be able to achieve financial or operational success.

        Our company was founded in October 1998, and we initiated our consumer websites by launching CarsDirect.com in 1999. We have since launched or acquired a number of community and e-commerce websites and related businesses. We have a limited operating history with respect to most of our products and services. As a result, we may not be able to achieve sustained financial or operational success, given the risks, uncertainties, expenses, delays and difficulties associated with an early-stage business in an evolving market, some of which may be beyond our control, including our ability to manage successfully any growth we may achieve in the future and to integrate acquired businesses, technologies or services successfully.

While we have experienced increasing cash flows since the fourth quarter of 2003 and achieved positive net income for the fiscal years 2004, 2005 and 2006, we may be unable to sustain positive cash flow or profitability.

        We experienced significant operating losses in each quarter from our inception in 1998 through the third quarter of 2003. In addition, we experienced a net loss in income in the second quarter of 2007. We had stockholders' equity of $312.2 million as of December 31, 2006 and $323.9 million as of September 30, 2007, which included an accumulated net loss of $264.7 million as of September 30, 2007. While we have experienced increasing cash flows since the fourth quarter of 2003 and achieved positive net income for 2004, 2005, and 2006 and in the first and third quarters of 2007, we may be unable to sustain or increase cash flow and profitability on a quarterly or annual basis in the future. If revenues grow more slowly than anticipated or if operating expenses exceed our expectations or cannot be adjusted accordingly, our business, operating results and financial condition will be adversely affected.

Our revenues decreased for the nine-month period ended September 30, 2007 compared to the nine-month period ended September 30, 2006 and may continue to decline.

        Our revenues decreased from $65.2 million in the first nine months of 2006 to $65.0 million in the first nine months of 2007, with a quarter-over-quarter decline in our total revenues in three out of the last six quarters. This revenue decrease is primarily a result of a quarter-over-quarter decline in revenues in our consumer Internet segment in four out of the last six quarters. In particular, revenues from automotive dealers and manufacturers related to certain of our automobile-related websites have experienced significant revenue declines in recent periods. We may experience continued declines in these revenues and may be unable to achieve sustained growth in the future. In that case, our business and financial condition would suffer.

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We are primarily dependent on a single vertical category for a majority of our revenues.

        Our consumer Internet segment generated approximately 72% of our revenues for the nine-month period ended September 30, 2007. We have been primarily dependent on our automotive website category for the bulk of those revenues. A downturn in general economic or market conditions adversely affecting the automotive category, such as we are currently experiencing, would negatively impact our business and financial condition.

Due to seasonal market fluctuations, investors may not be able to predict our annual operating results based on a quarter-to-quarter comparison of our operating results.

        Our quarterly financial results fluctuate because of seasonal trends in the usage of the Internet and in the demand for the products and services offered by our websites and our customers. Historically, Internet usage typically declines during the summer and particular holiday periods. In contrast, with respect to the automobile industry, vehicle purchasing in the United States is typically strongest in the spring and summer months. Our customer referral volume usually declines later in the year as some consumers defer purchases in anticipation of the model year change-over. Automotive sales and advertising also fluctuate based in part on varying seasonal levels of vehicle inventory and new model introductions. The travel industry experiences high usage during the first two quarters of the year and lower usage during the remainder of the year, and traffic to our travel websites fluctuates in response to such seasonal trends. Our operating results fluctuate and investors may not be able to predict our annual operating results based on a quarter-to-quarter comparison of our operating results due to the impact of these seasonal trends.

Our acquisition-based growth strategy entails significant execution, integration and operational risks.

        We are pursuing a growth strategy based in part on acquisitions, with the objective of creating a combined company that will serve as an increasingly effective marketing channel for advertisers and that will achieve increasing cost savings and operating efficiencies. Since 2004, we have completed 55 website-related acquisitions, which are transactions involving the acquisition of one or more websites. We intend to continue making additional acquisitions in the future to increase the scope of our operations domestically and internationally.

        Our acquisition-based growth strategy involves significant risks. For example, while we frequently engage in discussions with third parties regarding, and enter into agreements relating to, possible acquisitions, there is significant competition for acquisition targets in our markets. Consequently, we may not be able to identify suitable acquisitions or may have difficulty finding attractive businesses for acquisition at reasonable prices. If we are unable to identify future acquisition opportunities, reach agreement with such third parties or obtain the financing necessary to make such acquisitions, we could lose market share to competitors who are able to make such acquisitions. This loss of market share could negatively impact our business, revenues and future growth.

        Even if we are able to complete acquisitions that we believe will be successful, we may be unable to achieve the anticipated benefits of a particular acquisition, the anticipated benefits may take longer to realize than expected, or we may incur greater costs than expected in attempting to achieve anticipated benefits. Significant risks to these transactions, which could have an adverse effect on our business, prospects, financial condition, operating results or cash flow, include:

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use of substantial portions of our available cash, including a portion of the net proceeds from this offering, to pay all or a portion of the purchase prices of future acquisitions;



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diversion of management's attention from normal daily operations of our business to acquiring and assimilating a new company;

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•

entry into new markets in which we have limited or no prior experience and in which competitors may have stronger market positions, which may result in errors or failures by us in the conception, structure or implementation of our strategies to take advantage of available opportunities in these new markets;



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failure to understand the needs and behaviors of the audience for a newly acquired website or other product;



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unwillingness by consumers and advertisers to accept our current or future pricing models or our inability to implement pricing models that maximize our revenues;



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redundancy or overlap between existing products and services, on the one hand, and acquired products and services, on the other hand;



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failure of the market to accept the products and services of an acquired business;



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inability to maintain or enhance the key business relationships and the reputations of acquired businesses;



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dependence on unfamiliar affiliates and partners;



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difficulty assimilating operations, technologies, products and policies of acquired businesses;



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failure to improve our operation, infrastructure, financial and management controls, procedures and policies in step with our growth;



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potential loss of key employees from an acquired company, including in such areas as technology development, marketing, sales and content;



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failure to integrate, train, supervise and manage our expanding work force effectively;



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assuming liabilities, including unknown and contingent liabilities, of acquired businesses; and



•

potential impairment of acquired assets.

        In addition, the issuance of equity or convertible debt securities to finance or otherwise complete acquisitions may dilute the ownership of our then-existing stockholders. Failure of our acquisition-based growth strategy to yield anticipated benefits would likely harm our operating results.

Our acquisitions may make it difficult to evaluate our financial performance.

        Our strategy includes the continued addition of new websites to our platform. In the first nine months of 2007, we completed 35 website-related acquisitions. Upon launch or acquisition of a new website, we generally attempt to integrate it into our platform as quickly as possible and begin to generate associated revenues. As a result of this strategy, it may be difficult to evaluate our financial performance from period to period.

If the public decreases their contributions of content without compensation to our websites that depend on such content, the viability of those websites would be impaired.

        Many of our websites, and in particular our enthusiast websites, rely on members of the public at large to contribute reliable and attractive content without compensation on a continual basis. We cannot guarantee that members of the public will continue to contribute such content to our websites. In the event that contributors decrease their contributions of such content to our websites, or if the quality of such contributions is not sufficiently attractive to our audiences, we may incur substantial costs in procuring suitable replacement content or be forced to terminate the operations of affected websites altogether, which could have a negative impact on our business, revenues and financial condition.

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Use of the Internet and commercial online services as media for commerce and advertising is still developing, and the failure of these uses of the Internet to gain increasing acceptance will negatively impact our business.

        Our long-term viability depends upon the widespread acceptance and development of the Internet and commercial online services as media for consumer commerce and advertising. Use of the Internet and online services for such purposes, however, is at an early stage of development, particularly in the automotive, automotive finance, travel and leisure, and home and home improvement areas in which we have specialized to date. The continued development of the Internet and online services as a viable commercial marketplace is subject to a number of uncertainties, including:

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continued growth in the number of users of such services;



•

continued growth in the use of the Internet by consumers for research, community networking and commercial transactions;



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continued willingness of vendors to sell their products and services over the Internet;



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concerns about transaction security;



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continued development of the necessary technological infrastructure to support such services;



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consistent quality of services;



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increasing availability and consumer adoption of cost-effective, high-speed services;



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uncertain and increasing government regulation; and



•

the development of complementary services and products.

        The Internet advertising market is likewise still developing, and any factors that limit the amount advertisers are willing to spend on our websites could adversely affect our business, prospects, financial condition, operating results and cash flow, including:

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advertisers' historical reliance upon traditional methods of advertising and corresponding lack of experience with Internet advertising;



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a lack of widely accepted standards for measuring website traffic or effectiveness of website advertising;



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a lack of established pricing models for Internet advertising;



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risks associated with "click fraud" or other means of misleading advertisers;



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the introduction of alternative advertising sources;



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a lack of significant growth in website traffic; and



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widespread adoption by computer users of software programs that limit or prevent advertising from being delivered to a user's computer.

If any of our relationships with Internet search websites terminate or if such websites' methodologies are modified, traffic to our websites and corresponding consumer origination volumes could decline.

        We depend in part on various Internet search websites, such as Google, MSN and Yahoo!, and other websites to direct a significant amount of traffic to our websites and to generate customer referrals for our customer referral activities. Search websites typically provide two types of search results, algorithmic and purchased listings. Algorithmic listings cannot be purchased and, instead, are determined and displayed solely by a set of formulas designed by search engine companies. Other

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listings can be purchased and are displayed if particular word searches are performed on a search engine. We rely on both algorithmic and purchased search results, as well as advertising on other Internet websites, to direct a substantial share of the visitors to our websites and the advertiser customers we serve.

        Our ability to maintain the flow of visitors directed to our websites by search websites and other Internet websites is not entirely within our control. For example, search websites frequently revise their algorithms in an attempt to optimize their search result listings. Changes in the methodologies used by search websites to display results could cause our websites to receive less favorable placements, which could reduce the number of users who link to our websites from these search websites. We may also make poor decisions regarding the purchase of search results or the placement of advertisements on other Internet websites, which could also reduce the number of users directed to our websites. Any reduction in the number of users directed to our websites would negatively affect our ability to earn revenue. If traffic on our websites declines, we may need to resort to more costly sources to replace lost traffic, and such increased expense could adversely affect our business and profitability.

Increases in the price of online marketing or the modification or termination of our relationsh