-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UhNeTmTFRrukDlWRYAHccHdIDKXBuGJ1Aiflp7LAcsygc8Yf0NnXpIVWtCkXOHrF 0x9IqPfF9BdDPhO5NIRR6g== 0001144204-04-017096.txt : 20041028 0001144204-04-017096.hdr.sgml : 20041028 20041028171414 ACCESSION NUMBER: 0001144204-04-017096 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20041026 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041028 DATE AS OF CHANGE: 20041028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANKRATE INC CENTRAL INDEX KEY: 0001080866 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 650423422 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25681 FILM NUMBER: 041103416 BUSINESS ADDRESS: STREET 1: 11811 US HIGHWAY ONE STREET 2: STE 101 CITY: N PALM BEACH STATE: FL ZIP: 33408 BUSINESS PHONE: 5616277330 MAIL ADDRESS: STREET 1: 11811 US HIGHWAY ONE STREET 2: STE 101 CITY: N PALM BEACH STATE: FL ZIP: 33408 FORMER COMPANY: FORMER CONFORMED NAME: ILIFE COM INC DATE OF NAME CHANGE: 20000329 FORMER COMPANY: FORMER CONFORMED NAME: INTELLIGENT LIFE CORP DATE OF NAME CHANGE: 19990301 8-K 1 v07884_8k.htm

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
----------------------------
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
 
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): October 26, 2004
 
(exact name of registrant as specified in its charter)
 
Florida
0-25681
65-0423422
(State or other jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
Identification No.)
 
11811 U.S. Highway One
Suite 101
North Palm Beach, Florida
 
33408
 
(zip code)

Registrant’s telephone number, including area code:     (561) 630-2400__
 

 
     
 

Section 2 - Financial Information
 
Item 2.02 Results of Operations and Financial Condition.

On October 27, 2004, Bankrate, Inc. (the “Company”) announced via press release the Company’s results for its third quarter ended September 30, 2004. A copy of the Company’s press release is included herein as Exhibit 99.1. The information provided under this Item 2.02 of Form 8-K, including the press release included as Exhibit 99.1, is being furnished to, but not filed with, the Securities and Exchange Commission.
 
Section 5 - Corporate Governance and Management
 
Item 5.02 Departure of Principal Officers; Election of Directors; Appointment of Principal Officers.
 
At its meeting on October 26, 2004, the Board of Directors of the Company elected Richard J. Pinola as a director of the Company. Mr. Pinola is currently Chief Executive Officer of Right Management Consultants, a wholly-owned subsidiary of Manpower, Inc. (NYSE: MAN). Mr. Pinola was not selected as a director pursuant to any arrangement or understanding between him and any other person, and there are no related party transactions between him and the Company. The Board of Directors has determined that Mr. Pinola is an independent director, and meets the requirements for audit committee membership under applicable NASD Rules. Mr. Pinola will initially serve as Chairman of the Audit Committee of the Board of Directors. A copy of the Company’s press release announcing the election of Mr. Pinola is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
 
Section 9 - Financial Statements and Exhibits
 
Item 9.01 Financial Statements and Exhibits.
 
(a)   Financial statements of businesses acquired.
 
(1)   None.
 
(b)   Pro forma financial information.
 
(1)   None.
 
(c)   Exhibits.
 
99.1 Text of press release of Bankrate, Inc. dated October 27, 2004.
 
99.2 Text of press release of Bankrate, Inc. dated October 25, 2004.
 

 
     
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
  BANKRATE, INC.
 
 		  
 		  
 
Date: October 28, 2004  by:  /s/ Robert J. DeFranco
 
Robert J. DeFranco
  Senior Vice President
Chief Financial Officer
      

 
     
 

 
EXHIBIT INDEX
 
Exhibit
 
99.1    Text of press release of Bankrate, Inc. dated October 27, 2004.
99.2    Text of press release of Bankrate, Inc. dated October 25, 2004.

  
     
 
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DeFranco SVP Chief Financial Officer www.bankrate.com/investor-relations/ bdefranco@bankrate.com 561.630.1230 Bruce J. Zanca SVP Chief Communications/Marketing Officer bzanca@bankrate.com (917) 368-8648 FOR IMMEDIATE RELEASE REMINDER -- CONFERENCE CALL AND WEBCAST TODAY AT 11:00 A.M. EASTERN TIME INTERACTIVE DIAL-IN: 1-800-510-0146 PASSCODE 32090561 (10 MINUTES BEFORE THE CALL) BANKRATE RELEASES Q3 2004 FINANCIAL RESULTS NEW YORK, NY - OCTOBER 27, 2004- BANKRATE, INC. (NASDAQ: RATE), the Internet's leading consumer banking marketplace, today reported total revenue of $9.5 million for the quarter ended September 30, 2004, equaling the $9.5 million reported in the third quarter of 2003. Online publishing revenue of $8.2 million in the third quarter of 2004 was only slightly higher than the $8.1 million reported in the same period in 2003. Total revenue for the nine months ended September 30, 2004 of $29.9 million was up $2.3 million, or 8%, over the $27.6 million reported in the first nine months of 2003. Online publishing revenue of $25.8 million for the first nine months of 2004 was $2.2 million, or 9%, better than the $23.6 million reported in the same period in 2003. Net income for the quarter ended September 30, 2004 was $2.4 million, or $0.15 per share on a diluted basis, excluding a one-time legal settlement charge of $390,000, compared to $2.4 million, or $0.16 per share on a diluted basis, in the same quarter in 2003. Net income for the quarter ended September 30, 2004 including the $390,000 legal settlement charge was $2.1 million, or $0.13 per share on a diluted basis. Net income for the nine months ended September 30, 2004 was $7.2 million, or $0.45 per share on a diluted basis, excluding a one-time legal settlement charge of $390,000, and a one-time severance charge of $260,000, compared to $7.0 million, or $0.46 per share on a diluted basis, for the same period in 2003. Net income for the first nine months of 2004 including the $260,000 severance charge and the $390,000 legal settlement charge was $6.5 million, or $0.41 per share on a diluted basis. "We had a solid quarter and are pleased with the results," said Thomas R. Evans, President and CEO of Bankrate, Inc. "We are continuing to diversify our revenue mix while positioning the company for future growth," Mr. Evans, added. 2 Online publishing revenue for the three months ended September 30, 2004 included barter revenue of $638,000, or 7%, of total revenue compared to $835,000, or 9% of total revenue for the same period in 2003. Online publishing revenue for the nine months ended September 30, 2004 and 2003 included barter revenue of $2,395,000 and $2,312,000, respectively, representing 8% of total revenue for each period. RECENT COMPANY HIGHLIGHTS o In July, the Company announced the appointment of Bruce J. Zanca as Senior Vice President -- Chief Marketing/Communications Officer. Mr. Zanca is in charge of the Company's investor relations, public relations and corporate marketing efforts. o Since the end of the quarter, Bankrate, announced the appointment of Steven L. Horowitz as Vice President and Publisher of Bankrate, a newly created position. Mr. Horowitz joins Bankrate from America Online, where he was Vice President, eCommerce Classifieds. Previously, Mr. Horowitz worked at Yahoo!, Inc and GeoCities.com. o Over the course of the third quarter, Bankrate added a number of marquee clients, including but not limited to the following: Geico, Home Depot, Providian National Bank, Union Bank of California and World Savings Bank. o The company added 6 new graphic advertising clients and 59 new hyperlink advertising clients during the quarter. o During the third quarter, Bankrate launched a website partnership with Internet Broadcast System (IBS), a company which produces websites for television stations in 41 of the top 50 TV markets. The deal is to provide Bankrate content on co-branded websites for TV Stations. o In the third quarter, Bankrate signed a co-branded partnership deals with Investor's Business Daily La Palma, The Colorado Springs Gazette, Excite, Homescape and IWON OCTOBER 27, 2004 CONFERENCE CALL INTERACTIVE DIAL-IN AND WEBCAST INFORMATION: To participate in the teleconference please call: 800-510-0146 PASSCODE: 32090561 Please access at least 10 minutes prior to the time the conference is set to begin. This call is being webcast by CCBN and can be accessed at Bankrate's website at www.bankrate.com/investor-relations/. The webcast is also being distributed over CCBN's Investor Distribution Network to both institutional and individual investors. Individual investors can listen to the call through CCBN's individual investor center at www.fulldisclosure.com or by visiting any of the investor sites in CCBN's Individual Investor Network. Institutional investors can access the call via CCBN's password-protected event management site, StreetEvents (www.streetevents.com). 3 REPLAY INFORMATION: - ------------------- A replay of the conference call will be available beginning October 27, 2004, 1:00 p.m. ET/ 10:00 a.m. PT through November 26. To listen to the replay, call 888-286-8010 and enter 17389040 or at www.bankrate.com. ABOUT BANKRATE, INC. Bankrate, Inc. (NASDAQ: RATE) owns and operates Bankrate.com, the Internet's leading consumer banking marketplace. Bankrate.com averages 4.0 million unique visitors per month, according to comScore Media Metrix, which ranks Bankrate.com first in unique visitors in the "Financial Information and Advice" category. Bankrate.com reviews more than 4,800 financial institutions in more than 407 markets in 50 states. Bankrate.com is a destination site of personal finance channels, including banking, investing, taxes and small business finance. It is the leading aggregator of more than 310 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 provides financial applications and information to a network of more than 75 partners, including Yahoo! (NASDAQ: YHOO), America Online (NYSE: AOL), The Wall Street Journal (NYSE: DJ) and The New York Times (NYSE: NYT). Bankrate.com's information is also distributed through more than 100 national and state publications. 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: our success depends on Internet advertising revenue, interest rate volatility, establishing and maintaining distribution arrangements, and increased acceptance of the Internet by consumers as a medium for obtaining financial product information; we have a history of losses; we use barter transactions which do not generate cash; our markets are highly competitive; our Web site may encounter technical problems and service interruptions; we rely on the protection of our intellectual property; we may face liability for information on our Web site; future government regulation of the Internet is uncertain and subject to change; we may be limited or restricted in the way we establish and maintain our online relationships by laws generally applicable to our business; our ownership is heavily concentrated; our success may depend on management and key employees; we may encounter difficulties with future acquisitions; our results of operations may fluctuate significantly; our stock price may be particularly volatile because of the industry we are in; and, if our common stock price drops significantly, we may be delisted from the Nasdaq National Market, which could eliminate the trading market for our common stock. These and additional important factors to be considered are set forth under "Item 1. Business - 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, 2003, 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. -Financial Statements Follow- 4 Bankrate, Inc. Condensed Statements of Operations (Unaudited)
Three Months Ended Nine Months Ended September 30, September 30, Revenue: 2004 2003 2004 2003 ----------- ----------- ----------- ----------- Online publishing $ 8,158,241 $ 8,113,959 $25,835,196 $23,645,492 Print publishing and licensing 1,310,911 1,346,983 4,019,518 3,914,128 ----------- ----------- ----------- ----------- Total revenue 9,469,152 9,460,942 29,854,714 27,559,620 ----------- ----------- ----------- ----------- Cost of revenue: Online publishing 1,337,122 1,047,608 4,181,027 3,305,365 Print publishing and licensing 1,089,374 1,032,213 3,118,284 3,002,474 ----------- ----------- ----------- ----------- Total cost of revenue 2,426,496 2,079,821 7,299,311 6,307,839 ----------- ----------- ----------- ----------- Gross margin 7,042,656 7,381,121 22,555,403 21,251,781 ----------- ----------- ----------- ----------- Operating expenses: Sales 915,102 1,340,958 3,289,232 3,830,400 Marketing 1,357,660 1,437,215 4,912,736 4,006,940 Product development 600,278 620,537 2,014,714 1,710,805 General and administrative 1,678,424 1,438,252 4,894,831 4,366,948 Legal settlement 390,000(a) -- 390,000(a) -- Severance charge -- -- 260,000(b) -- Depreciation and amortization 186,676 161,605 552,498 515,485 ----------- ----------- ----------- ----------- 5,128,140 4,998,567 16,314,011 14,430,578 ----------- ----------- ----------- ----------- Income from operations 1,914,516 2,382,554 6,241,392 6,821,203 Other income 138,302 65,327 291,919 166,599 ----------- ----------- ----------- ----------- Income before income taxes 2,052,818 2,447,881 6,533,311 6,987,802 Income taxes -- -- -- -- ----------- ----------- ----------- ----------- Net income $ 2,052,818 $ 2,447,881 $ 6,533,311 $ 6,987,802 =========== =========== =========== =========== Basic and diluted net income per share: Basic $ 0.13 $ 0.16 $ 0.42 $ 0.48 =========== =========== =========== =========== Diluted $ 0.13 $ 0.16 $ 0.41 $ 0.46 =========== =========== =========== =========== Weighted average common shares outstanding: Basic 15,506,719 14,941,600 15,395,372 14,528,371 Diluted 15,869,708 15,787,803 15,908,487 15,331,077
(a) One-time legal settlement charge. (b) One-time severance charge. 5 Bankrate, Inc. Condensed Balance Sheets (Unaudited)
September 30, December 31, 2004 2003 ---- ---- Assets Cash and cash equivalents $ 26,906,083 $ 20,874,482 Accounts receivable, net of allowance for doubtful accounts of $300,000 and $230,000 at September 30, 2004 and December 31, 2003, respectively 3,936,730 3,031,882 Deferred tax asset, net 3,400,000 3,400,000 Other current assets 289,528 343,311 ------------ ------------ Total current assets 34,532,341 27,649,675 Furniture, fixtures and equipment, net 1,141,514 796,928 Intangible assets, net 220,963 73,201 Other assets 564,744 463,463 ------------ ------------ Total assets $ 36,459,562 $ 28,983,267 ============ ============ Liabilities and Stockholders' Equity Liabilities: Accounts payable $ 1,238,785 $ 1,227,463 Accrued expenses 2,231,098 2,226,905 Deferred revenue 238,300 181,110 Other current liabilities 82,216 116,551 ------------ ------------ Total current liabilities 3,790,399 3,752,029 Other liabilities 420,537 306,274 ------------ ------------ Total liabilities 4,210,936 4,058,303 ------------ ------------ Stockholders' equity: Preferred stock, 10,000,000 shares authorized and undesignated -- -- Common stock, par value $.01 per share-- 100,000,000 shares authorized; 15,672,635 and 15,114,371 shares issued and outstanding at September 30, 2004 and December 31, 2003, respectively 156,727 151,144 Additional paid in capital 66,875,782 66,091,014 Accumulated deficit (34,783,883) (41,317,194) ------------ ------------ Total stockholders' equity 32,248,626 24,924,964 ------------ ------------ Total liabilities and stockholders' equity $ 36,459,562 $ 28,983,267 ============ ============
EX-99.2 4 v07884_ex99-2.txt [LOGO] Bankrate, Inc. - -------------- www.bankrate.com Exhibit 99.2 For more information contact: Bruce J. Zanca bzanca@bankrate.com (917) 368-8648 FOR IMMEDIATE RELEASE Richard J. Pinola Joins Bankrate Board New York, NY - Oct 25 2004 - Bankrate, Inc. (NASDAQ: RATE) announced today the appointment of Richard J. Pinola to the company's Board of Directors. Mr. Pinola is Chief Executive Officer of Right Management Consultants. Under Mr. Pinola's leadership, Right was named by Forbes magazine as one of the "200 Best Small Companies in America" for four consecutive years and appeared on BusinessWeek's list of "100 Best Small Companies." Mr. Pinola assumes the board seat earlier vacated by Elisabeth DeMarse. The appointment expands the board to six members and is effective October 26, 2004 "Rich Pinola's personality, wealth of experience and proven record of success make him an ideal director," said Peter C. Morse, Chairman of Bankrate, Inc. "We searched for a new director who would add a unique point of view to Bankrate's strategic direction. Rich's informed perspective will add an important voice to Bankrate's board," added Mr. Morse. "Bankrate is the classic win-win scenario," said Mr. Pinola. "Bankrate provides consumers with vital information and financial marketers with an efficient marketplace to reach customers. It is a successful enterprise which I believe is poised for greater things," said Mr. Pinola. "I'm looking forward to making a contribution to the strategic direction of the company." Prior to joining Right Management Consultants, Mr. Pinola was President and Chief Operating Officer of Penn Mutual Life Insurance Company, an $8 billion diversified financial services firm. In addition to serving on the Bankrate board, Mr. Pinola is a director on the boards of: Nobel Learning Communities, Inc., Reading is Fundamental, Inc., K-Tron International, the Visiting Nurses Association and King's College. About Bankrate, Inc. Bankrate, Inc. (NASDAQ:RATE) owns and operates Bankrate.com, the Internet's leading consumer banking marketplace. Bankrate.com averages 4 million unique visitors per month, according to comScore Media Metrix, which routinely ranks Bankrate.com first in unique visitors in the "Financial Information and Advice" category. Bankrate.com reviews more than 4,800 financial institutions in more than 407 markets in 50 states. Bankrate.com is a destination site of personal finance channels, including banking, investing, taxes and small business finance. It is the leading aggregator of more than 310 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 provides financial applications and information to a network of more than 75 partners, including Yahoo! (NASDAQ: YHOO), America Online (NYSE: AOL), The Wall Street Journal (NYSE: DJ) and The New York Times (NYSE: NYT). Bankrate.com's information is also distributed through more than 100 national and state publications. Editors Note: Photo available on request For more information contact: Bruce Zanca SVP - Chief Marketing/Communications Officer for Bankrate, Inc www.bankrate.com/broadcast bzanca@bankrate.com 917-368-8648 -----END PRIVACY-ENHANCED MESSAGE-----