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As Of Filer Filing For·On·As Docs:Size Issuer Agent 7/22/09 Bankrate Inc 8-K:1,2,8,9 7/22/09 7:738K Wachtell Lipton… Katz/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 36K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 474K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 34K
Liquidation or Succession
4: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, HTML 42K
Liquidation or Succession
5: EX-2.4 Plan of Acquisition, Reorganization, Arrangement, HTML 40K
Liquidation or Succession
6: EX-99.1 Miscellaneous Exhibit HTML 138K
7: EX-99.2 Miscellaneous Exhibit HTML 19K
| exhibit991.htm - Generated by SEC Publisher for SEC Filing |
FOR IMMEDIATE RELEASE
BANKRATE ANNOUNCES PRELIMINARY SECOND QUARTER
FISCAL 2009 RESULTS
New York, NY – July 22, 2009 – Bankrate, Inc. (NASDAQ: RATE) today announced preliminary financial results for the second quarter of fiscal 2009 ended June 30, 2009.
Total revenue for the second quarter is expected to be $31.0 million compared to $40.2 million reported in the second quarter of 2008, a decrease of 23%. Net income is expected to be $1.9 million or $0.10 per fully diluted share in the second quarter of 2009, compared to $4.1 million, or $0.21 per fully diluted share in the second quarter of 2008. Earnings per fully diluted share, excluding share-based compensation expense (“Adjusted EPS”), is expected to be $0.19 for the second quarter of 2009, compared to Adjusted EPS of $0.33 for the second quarter of 2008.
Earnings before interest, taxes, depreciation, and amortization, excluding share-based compensation expense (“Adjusted EBITDA”), are expected to be $9.4 million in the second quarter of 2009 compared to $12.8 million in the second quarter of 2008, a decline of 26%. Earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the second quarter of 2009, including share-based compensation expense are expected to be $6.7 million compared to the $9.0 million reported in the second quarter of 2008.
“Macroeconomic conditions have continued to impact financial advertising, particularly in our banking, mortgage and credit card channels,” said Thomas R. Evans, President and CEO of Bankrate, Inc. “The softness in the financial service advertising sector has been a major contributor to our recent results. Consequently, we believe that revenue and
EBITDA for the year will be well below the current consensus estimates,” Mr. Evans added.
The second quarter 2009 estimated results are preliminary and subject to completion of the Company’s quarterly closing process and the customary review by its external auditors. Accordingly, such estimated results are subject to change. Bankrate will release its full financial second quarter 2009 results on July 30, 2009.
In a separate press release also issued today, Bankrate announced that it has agreed to be acquired by funds advised by Apax Partners for $28.50 per share in cash.
Non-GAAP Measures
To supplement Bankrate’s financial statements presented in accordance with generally accepted accounting principles (“GAAP”), Bankrate uses non-GAAP measures of certain components of financial performance, including EBITDA, Adjusted EBITDA, Adjusted EPS and Operating EPS, which are adjusted from results based on GAAP to exclude certain expenses, gains and losses. These non-GAAP measures are provided to enhance investors’ overall understanding of Bankrate’s current financial performance and its prospects for the future. Specifically, Bankrate believes the non-GAAP results provide useful information to both management and investors by excluding certain expenses, gains and losses that may not be indicative of its core operating results. In addition, because Bankrate has historically reported certain non-GAAP results to investors, Bankrate believes the inclusion of non-GAAP measures provides consistency in its financial reporting. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. The non-GAAP measures included in this press release have been reconciled to the nearest GAAP measure.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
Certain matters included in the discussion above may be considered to be “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of the Company and members of our management team. Such forward-looking statements include, without limitation, statements made with respect to future revenue, revenue growth, market acceptance of our products, and profitability. Investors and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual
results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include the following: the willingness of our advertisers to advertise on our web site, interest rate volatility, our ability to establish and maintain distribution arrangements, our ability to integrate the operations and realize the expected benefits of businesses that we have acquired and may acquire in the future, our ability to maintain the confidence of our advertisers by detecting click-through fraud or unscrupulous advertisers, the effect of unexpected liabilities we assume from our acquisitions, the effects of expanding our operations internationally, the ability of consumers to access our Online Network through non-PC devices, our ability to manage traffic on our Online Network and service interruptions, increased competition and its effect on traffic, advertising rates, margins and market share, our ability to protect our intellectual property, the effects of facing liability for content on our Online Network, the concentration of ownership of our common stock, the fluctuations of our results of operations from period to period, the accuracy of our financial statement estimates and assumptions, our ability to adapt to technological changes, the impact of legislative or regulatory changes affecting our business, changes in consumer spending and saving habits, changes in accounting principles, policies, practices or guidelines, effects of changes in the stock market and other capital markets, the strength of the United States economy in general, and risks to the consummation of Bankrate’s pending acquisition by affiliates of Apax Partners, L.P., including the risk that a condition to closing of such transaction may not be satisfied. These and additional important factors to be considered are set forth under “Introductory Note,” “Item 1A. Risk Factors,” “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” and in the other sections of our Annual Report on Form 10-K for the year ended December 31, 2007, and in our other filings with the Securities and Exchange Commission. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results or expectations.
About Bankrate, Inc.
The Bankrate network of companies includes Bankrate.com, Interest.com, Mortgage-calc.com, Nationwide Card Services, Savingforcollege.com,
Fee Disclosure, InsureMe, CreditCardGuide.com and Bankaholic.com. Each of these businesses helps consumers make informed decisions about their personal finance matters. The company’s flagship brand, Bankrate.com is a
destination site of personal finance channels, including banking, investing, taxes, debt management and college finance. Bankrate.com is the leading aggregator of rates and other information on more than 300 financial products, including mortgages, credit cards, new and used auto loans, money market accounts and CDs, checking and ATM fees, home equity loans and online banking fees. Bankrate.com reviews more than 4,800 financial institutions in 575 markets in 50 states. In 2008, Bankrate.com had nearly 72 million unique visitors. Bankrate.com provides financial applications and information to a network of more than 75 partners, including Yahoo! (Nasdaq: YHOO), America Online (NYSE: TWX), The Wall Street Journal and The New York Times (NYSE:
NYT). Bankrate.com's information is also distributed through more than 500 newspapers.
- Financial Statements Follow –
###
For more information contact:
Bruce J. Zanca
Senior Vice President, Chief Marketing and Communications Officer
bzanca@Bankrate.com
(917) 368-8648
| Bankrate, Inc. | ||
| Condensed Consolidated Balance Sheets | ||
| (Unaudited) | ||
| (In thousands, except share and per share data) | ||
| June 30, | December 31, | |
| 2009 | 2008 | |
| Assets | ||
| Cash and cash equivalents | $ 55,089 | $ 46,055 |
| Accounts receivable, net of allowance for doubtful accounts of approximately | ||
| $964 and $1,566 at June 30, 2009 and December 31, 2008, respectively | 15,181 | 22,567 |
| Deferred income taxes, current portion | 816 | 816 |
| Prepaid expenses and other current assets | 1,614 | 1,608 |
| Total current assets | 72,700 | 71,046 |
| Furniture, fixtures and equipment, net | 6,939 | 2,521 |
| Deferred income taxes | 7,413 | 7,413 |
| Intangible assets, net | 78,077 | 83,347 |
| Goodwill | 101,886 | 101,856 |
| Other assets | 712 | 4,567 |
| Total assets | $ 267,727 | $ 270,750 |
| Liabilities and Stockholders' Equity | ||
| Liabilities: | ||
| Accounts payable | $ 2,993 | $ 3,723 |
| Accrued expenses | 4,371 | 5,665 |
| Acquisition earn-out liability | - | 11,750 |
| Deferred revenue | 953 | 1,018 |
| Other current liabilities | 5 | 16 |
| Total current liabilities | 8,322 | 22,172 |
| Other liabilities | 153 | 148 |
| Total liabilities | 8,475 | 22,320 |
| Stockholders' equity: | ||
| Preferred stock, 10,000,000 shares authorized and undesignated | - | - |
| Common stock, par value $.01 per share-- 100,000,000 shares authorized; 18,885,504 and | ||
| 18,816,986 shares issued and outstanding at June 30, 2009 and December 31, 2008, respectively | 189 | 188 |
| Additional-paid in capital | 224,122 | 219,294 |
| Retained earnings | 34,941 | 28,948 |
| Total stockholders' equity | 259,252 | 248,430 |
| Total liabilities and stockholders' equity | $ 267,727 | $ 270,750 |
| Bankrate, Inc. | |||||||
| Condensed Consolidated Statements of Income | |||||||
| (Unaudited) | |||||||
| (In thousands, except share and per share data) | |||||||
| Three Months Ended | Six Months Ended | ||||||
| June 30, | June 30, | ||||||
| 2009 | 2008 | 2009 | 2008 | ||||
| Revenue | $ 31,027 | $ 40,193 | $ 69,364 | $ 82,656 | |||
| Cost of revenue (1) | 12,907 | 17,359 | 27,902 | 33,766 | |||
| Gross margin | 18,120 | 22,834 | 41,462 | 48,890 | |||
| Operating expenses (1): | |||||||
| Sales | 2,187 | 2,207 | 4,621 | 4,285 | |||
| Marketing | 2,170 | 3,115 | 4,647 | 5,943 | |||
| Product development | 1,837 | 1,890 | 3,654 | 3,591 | |||
| General and administrative | 5,259 | 6,580 | 10,772 | 13,370 | |||
| Depreciation and amortization | 3,344 | 2,246 | 6,327 | 4,043 | |||
| 14,797 | 16,038 | 30,021 | 31,232 | ||||
| Income from operations | 3,323 | 6,796 | 11,441 | 17,658 | |||
| Interest income | 16 | 360 | 26 | 1,206 | |||
| Income before income taxes | 3,339 | 7,156 | 11,467 | 18,864 | |||
| Income tax expense | 1,409 | 3,077 | 4,822 | 7,951 | |||
| Net income | $ 1,930 | $ 4,079 | $ 6,645 | $ 10,913 | |||
| Basic and diluted net income per share: | |||||||
| Basic | $ 0.10 | $ 0.22 | $ 0.35 | $ 0.58 | |||
| Diluted | $ 0.10 | $ 0.21 | $ 0.34 | $ 0.55 | |||
| Shares used in computing basic net income per share | 18,824,428 | 18,907,321 | 18,816,667 | 18,893,682 | |||
| Shares used in computing diluted net income per share | 19,379,325 | 19,557,759 | 19,296,985 | 19,678,146 | |||
| (1) Includes share-based compensation expense as follows: | |||||||
| Cost of revenue | $ 352 | $ 618 | $ 724 | $ 1,221 | |||
| Other expenses: | |||||||
| Sales | 533 | 525 | 1,112 | 1,020 | |||
| Marketing | 152 | 204 | 330 | 401 | |||
| Product development | 175 | 287 | 408 | 554 | |||
| General and administrative | 1,547 | 2,105 | 2,196 | 3,959 | |||
| $ 2,759 | $ 3,739 | $ 4,770 | $ 7,155 | ||||
| Bankrate, Inc. | ||||||
| Non-GAAP Condensed Consolidated Statements of Income | ||||||
| (Unaudited) | ||||||
| (In thousands, except share and per share data) | ||||||
| Three Months Ended | Six Months Ended | |||||
| June 30, | June 30, | |||||
| 2009 | 2008 | 2009 | 2008 | |||
| Revenue | $ 31,027 | $ 40,193 | $ 69,364 | $ 82,656 | ||
| Cost of revenue | 12,555 | 16,741 | 27,178 | 32,545 | ||
| Gross margin | 18,472 | 23,452 | 42,186 | 50,111 | ||
| Operating expenses: | ||||||
| Sales | 1,654 | 1,682 | 3,509 | 3,265 | ||
| Marketing | 2,018 | 2,911 | 4,317 | 5,542 | ||
| Product development | 1,662 | 1,603 | 3,246 | 3,037 | ||
| General and administrative | 3,712 | 4,475 | 8,576 | 9,411 | ||
| Share-based compensation expense (1) | 2,759 | 3,739 | 4,770 | 7,155 | ||
| Depreciation and amortization | 3,344 | 2,246 | 6,327 | 4,043 | ||
| 15,149 | 16,656 | 30,745 | 32,453 | |||
| Income from operations | 3,323 | 6,796 | 11,441 | 17,658 | ||
| Interest income | 16 | 360 | 26 | 1,206 | ||
| Income before income taxes | 3,339 | 7,156 | 11,467 | 18,864 | ||
| Income tax expense | 1,409 | 3,077 | 4,822 | 7,951 | ||
| Net income | $ 1,930 | $ 4,079 | $ 6,645 | $ 10,913 | ||
| Basic and diluted net income per share: | ||||||
| Basic | $ 0.10 | $ 0.22 | $ 0.35 | $ 0.58 | ||
| Diluted | $ 0.10 | $ 0.21 | $ 0.34 | $ 0.55 | ||
| Adjusted EPS | $ 0.19 | $ 0.33 | $ 0.50 | $ 0.78 | ||
| Shares used in computing basic net income per share, GAAP basis | 18,824,428 | 18,907,321 | 18,816,667 | 18,893,682 | ||
| Shares used in computing diluted net income per share, GAAP basis | 19,379,325 | 19,557,759 | 19,296,985 | 19,678,146 | ||
| Shares used in computing diluted net income per share, Non-GAAP basis | 19,658,662 | 19,909,843 | 19,623,275 | 19,898,715 | ||
(1) See reconciliation of GAAP to Non-GAAP Condensed Consolidated Statements of Income.
| Bankrate, Inc. | ||||||
| Non-GAAP Measures Reconciliation | ||||||
| (In thousands, except share and per share amounts) | ||||||
| (Unaudited) | ||||||
| Three Months Ended | Six Months Ended | |||||
| June 30, | June 30, | |||||
| 2009 | 2008 | 2009 | 2008 | |||
| EBITDA- | ||||||
| Income from operations, GAAP basis | $ 3,323 | $ 6,796 | $ 11,441 | $ 17,658 | ||
| Depreciation and amortization | 3,344 | 2,246 | 6,327 | 4,043 | ||
| EBITDA | $ 6,667 | $ 9,042 | $ 17,768 | $ 21,701 | ||
| Adjusted EBITDA- | ||||||
| Income from operations, GAAP basis | $ 3,323 | $ 6,796 | $ 11,441 | $ 17,658 | ||
| Share-based compensation expense | 2,759 | 3,739 | 4,770 | 7,155 | ||
| Depreciation and amortization | 3,344 | 2,246 | 6,327 | 4,043 | ||
| Adjusted EBITDA | $ 9,426 | $ 12,781 | $ 22,538 | $ 28,856 | ||
| Adjusted EPS- | ||||||
| Net income, GAAP basis | $ 1,930 | $ 4,079 | $ 6,645 | $ 10,913 | ||
| Share-based compensation expense, net of tax | 1,729 | 2,458 | 3,097 | 4,698 | ||
| Net income excluding share-based compensation expense- | $ 3,659 | $ 6,537 | $ 9,742 | $ 15,611 | ||
| Adjusted EPS | $ 0.19 | $ 0.33 | $ 0.50 | $ 0.78 | ||
| Operating EPS- | ||||||
| Net income, GAAP basis | $ 1,930 | $ 4,079 | $ 6,645 | $ 10,913 | ||
| Share-based compensation expense, net of tax | 1,729 | 2,458 | 3,097 | 4,698 | ||
| Intangibles amortization, net of tax | 1,571 | 1,173 | 3,163 | 2,045 | ||
| Interest income, net of tax | (10) | (216) | (16) | (724) | ||
| Net income excluding share-based compensation expense, | ||||||
| intangibles amortization and interest income | $ 5,221 | $ 7,494 | $ 12,890 | $ 16,933 | ||
| Operating EPS | $ 0.27 | $ 0.38 | $ 0.66 | $ 0.85 | ||
| Shares used in computing basic net income per share, GAAP basis | 18,824,428 | 18,907,321 | 18,816,667 | 18,893,682 | ||
| Shares used in computing diluted net income per share, GAAP basis | 19,379,325 | 19,557,759 | 19,296,985 | 19,678,146 | ||
| Impact of applying SFAS No. 123R | 279,337 | 352,084 | 326,290 | 220,569 | ||
| Shares used in computing diluted net income per share, excluding the | ||||||
| impact of applying SFAS No. 123R | 19,658,662 | 19,909,843 | 19,623,275 | 19,898,715 | ||
| Bankrate, Inc. | |||||||||||||||||
| Condensed Consolidated Statements of Income | |||||||||||||||||
| Reconciliation of GAAP to Non-GAAP Condensed Consolidated Statements of Income | |||||||||||||||||
| (Unaudited) | |||||||||||||||||
| (In thousands, except share and per share data) | |||||||||||||||||
| Three Months Ended | Three Months Ended | Six Months Ended | Six Months Ended | ||||||||||||||
| June 30, 2009 | June 30, 2008 | June 30, 2009 | June 30, 2008 | ||||||||||||||
| GAAP | Adjustments (1) | Non-GAAP | GAAP | Adjustments (1) | Non-GAAP | GAAP | Adjustments (1) | Non-GAAP | GAAP | Adjustments (1) | Non-GAAP | ||||||
| Revenue | $ 31,027 | $ - | $ 31,027 | $ 40,193 | $ - | $ 40,193 | $ 69,364 | $ - | $ 69,364 | $ 82,656 | $ - | $ 82,656 | |||||
| Cost of revenue: | 12,907 | (352) | 12,555 | 17,359 | (618) | 16,741 | 27,902 | (724) | 27,178 | 33,766 | (1,221) | 32,545 | |||||
| Gross margin | 18,120 | 352 | 18,472 | 22,834 | 618 | 23,452 | 41,462 | 724 | 42,186 | 48,890 | 1,221 | 50,111 | |||||
| Operating expenses: | |||||||||||||||||
| Sales | 2,187 | (533) | 1,654 | 2,207 | (525) | 1,682 | 4,621 | (1,112) | 3,509 | 4,285 | (1,020) | 3,265 | |||||
| Marketing | 2,170 | (152) | 2,018 | 3,115 | (204) | 2,911 | 4,647 | (330) | 4,317 | 5,943 | (401) | 5,542 | |||||
| Product development | 1,837 | (175) | 1,662 | 1,890 | (287) | 1,603 | 3,654 | (408) | 3,246 | 3,591 | (554) | 3,037 | |||||
| General and administrative | 5,259 | (1,547) | 3,712 | 6,580 | (2,105) | 4,475 | 10,772 | (2,196) | 8,576 | 13,370 | (3,959) | 9,411 | |||||
| Share-based compensation expense | - | 2,759 | 2,759 | - | 3,739 | 3,739 | - | 4,770 | 4,770 | - | 7,155 | 7,155 | |||||
| Depreciation and amortization | 3,344 | - | 3,344 | 2,246 | - | 2,246 | 6,327 | - | 6,327 | 4,043 | - | 4,043 | |||||
| 14,797 | 352 | 15,149 | 16,038 | 618 | 16,656 | 30,021 | 724 | 30,745 | 31,232 | 1,221 | 32,453 | ||||||
| Income from operations | 3,323 | - | 3,323 | 6,796 | - | 6,796 | 11,441 | - | 11,441 | 17,658 | - | 17,658 | |||||
| Interest income, net | 16 | - | 16 | 360 | - | 360 | 26 | - | 26 | 1,206 | - | 1,206 | |||||
| Income before income taxes | 3,339 | - | 3,339 | 7,156 | - | 7,156 | 11,467 | - | 11,467 | 18,864 | - | 18,864 | |||||
| Provision for income taxes | 1,409 | - | 1,409 | 3,077 | - | 3,077 | 4,822 | - | 4,822 | 7,951 | - | 7,951 | |||||
| Net income | $ 1,930 | $ - | $ 1,930 | $ 4,079 | $ - | $ 4,079 | $ 6,645 | $ - | $ 6,645 | $ 10,913 | $ - | $ 10,913 | |||||
| Basic and diluted net income per share: | |||||||||||||||||
| Basic | $ 0.10 | $ - | $ 0.10 | $ 0.22 | $ - | $ 0.22 | $ 0.35 | $ - | $ 0.35 | $ 0.58 | $ - | $ 0.58 | |||||
| Diluted | $ 0.10 | $ - | $ 0.10 | $ 0.21 | $ - | $ 0.21 | $ 0.34 | $ - | $ 0.34 | $ 0.55 | $ - | $ 0.55 | |||||
| Shares used in computing basic net income per share | 18,824,428 | - | 18,824,428 | 18,907,321 | - | 18,907,321 | 18,816,667 | - | 18,816,667 | 18,893,682 | - | 18,893,682 | |||||
| Shares used in computing diluted net income per share | 19,379,325 | 279,337 | 19,658,662 | 19,557,759 | 352,084 | 19,909,843 | 19,296,985 | 326,290 | 19,623,275 | 19,678,146 | 220,569 | 19,898,715 | |||||
(1) Adjustments for the impact of applying SFAS No. 123R
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/09 | ||||
| 7/30/09 | 8-K | |||
| Filed on / For Period End: | 7/22/09 | 8-K/A, SC 14D9 | ||
| 6/30/09 | 10-Q, 10-Q/A | |||
| 12/31/08 | 10-K, 5 | |||
| 6/30/08 | 10-Q | |||
| 12/31/07 | 10-K, 5 | |||
| List all Filings | ||||