8-K

UNITED STATES

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): February 14, 2006

(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.)
11760 U.S. Highway One Suite 500 North Palm Beach, Florida (Address of principal executive offices)		33408 (Zip Code)

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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

The information in this Current Report on Form 8-K and the exhibits hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

On February 14, 2006, Bankrate, Inc. (the “Company”) announced via press release the Company’s results for its fourth quarter and year ended December 31, 2005. A copy of the Company’s press release is included herein as Exhibit 99.1.

See also the disclosure provided under Item 7.01, below.

Section 7 - Regulation FD

Item 7.01 Regulation FD Disclosure.

On February 14, 2006, the Company held an earnings conference call to discuss preliminary and unaudited financial results for the fourth quarter and full year ended December 31, 2005. A transcript of the earnings conference call is attached hereto as Exhibit 99.2 and is incorporated by reference.

To supplement the earnings conference call discussion of the Company’s financial statements presented in accordance with generally accepted accounting principles (“GAAP”), the Company used non-GAAP measures of certain components of financial performance, including income from operations, income before income taxes, and net income, which were adjusted from results based on GAAP to exclude certain expenses, gains and losses. These non-GAAP measures were provided to enhance investors’ overall understanding of the Company’s current financial performance and its prospects for the future. Specifically, the Company 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 the Company has historically reported certain non-GAAP results to investors, the Company 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. A reconciliation of the non-GAAP financial measures discussed during the earnings conference call to the nearest GAAP financial measure is attached hereto as Exhibit 99.3 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.

(d)   Exhibits.

99.1	Text of press release of Bankrate, Inc. dated February 14, 2006.
99.2	Transcript of February 14, 2006 Earnings Conference Call
99.3	Non-GAAP Measures Reconciliation

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: February 14, 2006	By:	/s/ G. Cotter Cunningham
		G. Cotter Cunningham
		Senior Vice President Chief Operating Officer

EX-99.1

www.bankrate.com

For more information contact:

Robert J. DeFranco

Senior Vice President

Chief Financial Officer

www.bankrate.com/investor-relations/

bdefranco@bankrate.com

(561) 630-1230

Bruce J. Zanca

Senior Vice President

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: 800-591-6945 Passcode 39473946 (10 minutes before the call)

BANKRATE ANNOUNCES FOURTH QUARTER AND FULL YEAR

2005 FINANCIAL RESULTS

Company Raises 2006 Guidance

NEW YORK, NY - February 14, 2006- Bankrate, Inc. (NASDAQ: RATE), today reported total revenue of $13.9 million for the quarter ended December 31, 2005, an increase of 49% over the $9.3 million reported in the same quarter in 2004.

Pre-tax income for the quarter was $4.1 million, a 97% increase over Q4 2004’s income before taxes of $2.1 million. On a fully-diluted basis, income before taxes per share was $0.23, up from $0.13 for Q4 2004.

Net income in Q4 2005 was $2.6 million, or $0.15 per diluted share, compared to $2.1 million, or $0.13 per diluted share, in Q4 2004. Bankrate’s Q4 2004 results exclude an income tax benefit of $4.8 million, while the Q4 2005 results show a $1.5 million provision for income taxes.

- more -

Excluding December 2005 results for the Company’s two recent acquisitions, FastFind and MMIS/Interest.com, Bankrate posted total revenue of $12.5 million in Q4 2005 and net income of $2.7 million, or $0.16 per diluted share. This represents a 30% increase in net income for Q4 2005 over Q4 2004 results of $2.1 million, or $0.13 per diluted share (Bankrate’s Q4 2004 results exclude an income tax benefit of $4.8 million, while the Q4 2005 results show a $1.5 million provision for income taxes.).

For the full year, total company revenue of $49 million was $9.8 million, or 25%, higher than the $39 million reported for 2004. For the full year, 2005 pretax income was $15.5 million, up 80% over 2004’s pretax income of $8.6 million. On a fully-diluted per share basis, 2005 pretax income was $0.91, compared to 2004 pretax income of $0.54. Net income for 2005 was $9.7 million or $0.57 per diluted share, compared to $9.4 million, or $0.59 per diluted share, in 2004. Net income for 2004 excludes legal settlement and severance charges and the income tax benefit.

“2005 was a great year for Bankrate. We’re pleased with our solid financial results,” said Thomas R. Evans, President and CEO of Bankrate, Inc. “We are optimistic that the ground work we laid last year has positioned the Company for a strong 2006,” Mr. Evans added.

Revised 2006 Guidance

The company is increasing its 2006 guidance. The company now expects 2006 revenue to be in the range of $79 to $80 million, and expects pre-tax income to be in the range of $24 to $25 million. The income guidance includes the $1.5 million for amortization of the intangibles from the acquisitions of MMIS/Interest.com and FastFind, but does not include the non-cash option expense the Company will begin showing in 2006 as required by US GAAP. The non-cash option expense charge is expected to be approximately $8.1 million dollars for the year.

- more -

Fourth Quarter 2005 Company Highlights:

Company Acquisitions

· The FastFind acquisition was signed and completed on November 30, 2005. FastFind, an Internet lead aggregator based in San Francisco, California was purchased for $10 million in cash, subject to final post-closing adjustments.

· The MMIS/Interest.com acquisition was signed and completed on December 1, 2005. MMIS/Interest.com, which publishes mortgage guides in over 300 newspapers and operates Interest.com, a Web site which publishes financial rates and information connecting consumers with lenders, was acquired for $30 million in cash, subject to final post-closing adjustments.

· Bankrate announced its intention to purchase both companies on November 21, 2005.

Cost-Per-Click Model

The company converted its hyperlink rate tables from a flat-fee pricing model to cost-per-click based pricing on October 1^st. The company believes CPC pricing will generate more revenue and greater flexibility than the previous flat-fee model allowed. In Q4 2005 hyperlink revenue of $4.3 million was up 35% from $3.2 million in Q4 2004. The Deposit Channel contributed 42% of that revenue, up from 13% in the same quarter last year.

- more -

Business Highlights in 2005

· Revenue grew in every quarter sequentially and 25% for the year

· On a pro-forma basis, without the acquisitions, pretax income grew 82%

· Operating margins grew from 21% in 2004 to 30% in 2005

· Company twice raised guidance during the year, and achieved consensus earnings targets

· For the year, 84% of Bankrate’s traffic was organic and only 16% came from paid sources. In Q4 2005, 91% of Bankrate’s traffic was organic and only 9% came from paid sources.

· In 2005, the Company generated $14.8 million in cash flow versus $9.5 million in 2004.

February 14, 2006 Conference Call Interactive Dial-In and Webcast Information:

To participate in the teleconference please call: 800-591-6945 Passcode: 39473946

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 Web site 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).

Replay Information:

A replay of the conference call will be available beginning February 14, 2006, 1:00 p.m. ET/ 10:00 a.m. PT through February 21, 2006. To listen to the replay, call 888-286-8010 and enter 41665421.

- more -

Non-GAAP Measures

To supplement the Company’s financial statements presented in accordance with generally accepted accounting principles (“GAAP”), Bankrate uses non-GAAP measures of certain components of financial performance, including income from operations, income before income taxes, and net income, 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 the Company’s current financial performance and its prospects for the future. Specifically, the Company 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 the Company has historically reported certain non-GAAP results to investors, the Company 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.

About Bankrate, Inc.

Bankrate, Inc. (Nasdaq:RATE) owns and operates Bankrate.com, a leading Internet consumer banking marketplace. Bankrate.com is a destination site of personal finance channels, including banking, investing, taxes, debt management and college finance. It is the leading aggregator of 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 2005, Bankrate.com had over 46 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 (NYSE: DJ) and The New York Times (NYSE: NYT). Bankrate.com's information is also distributed through more than 400 national and state publications. In addition to Bankrate.com, Bankrate, Inc. also owns and operates FastFind, an internet lead aggregator and MMIS/Interest.com, which publishes mortgage guides and financial rates and information.

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; changes in, or interpretations of, accounting rules and regulations, such as expensing of stock options, could result in unfavorable accounting charges; changes in, or interpretations of, tax rules and regulations may adversely impact our effective tax rate; 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, 2004, 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-

Bankrate, Inc.

Statements of Operations

	Three Months Ended
	December 31,					Years Ended December 31,
Revenue:	2005			2004		2005			2004
Online publishing	$	11,611,543		$	8,107,045	$	43,296,384		$	33,942,241
Print publishing and licensing		2,278,586			1,242,502		5,752,647			5,262,020
Total revenue		13,890,129			9,349,547		49,049,031			39,204,261
Cost of revenue:
Online publishing		2,023,967			1,353,429		7,389,089			5,534,456
Print publishing and licensing		2,050,530			1,050,536		5,346,017			4,359,444
Total cost of revenue		4,074,497			2,403,965		12,735,106			9,893,900
Gross margin		9,815,632			6,945,582		36,313,925			29,310,361
Operating expenses:
Sales		945,444			897,567		3,683,482			4,186,799
Marketing		1,313,343			1,444,688		5,922,964			6,357,424
Product development		744,990			581,586		2,456,628			2,405,676
General and administrative		2,720,291			1,772,617		9,034,967			6,667,448
Legal settlements		-			120,000		-			510,000	(a)
Severance charge		-			-		-			260,000	(b)
Depreciation and amortization		316,981			190,161		895,366			742,659
		6,041,049			5,006,619		21,993,407			21,130,006
Income from operations		3,774,583			1,938,963		14,320,518			8,180,355
Interest income (expense), net		277,536			118,188		932,831			410,107
Gain on insurance proceeds		-			-		220,705			-
Income before income taxes		4,052,119			2,057,151		15,474,054			8,590,462
Income tax benefit (expense)		(1,459,817	)		4,765,660		(5,800,153	)		4,765,660	(c)
Net income	$	2,592,302		$	6,822,811	$	9,673,901		$	13,356,122
Basic and diluted net income per share:
Basic	$	0.16		$	0.43	$	0.61		$	0.87
Diluted	$	0.15		$	0.42	$	0.57		$	0.84
Weighted average common shares outstanding:
Basic		15,829,601			15,732,686		15,809,259			15,438,097
Diluted		17,262,632			16,288,812		16,922,218			15,975,382

Non-GAAP Measures Reconciliation:
Net income	$	13,356,122
Net income excluding:
Legal settlements		510,000		(a)
Severance charge		260,000		(b)
Income tax benefit		(4,765,660	)	(c)
Net income, excluding legal settlements, severance charge and income tax benefit	$	9,360,462
Basic and diluted net income per share, excluding legal settlements, severance charge and income tax benefit:
Basic	$	0.61
Diluted	$	0.59

(a)	Legal settlement charges.
(b)	One-time severance charge.
(c)	Income tax benefit from reversal of allowance for deferred income taxes, net of current year provision.

Bankrate, Inc.

Balance Sheets

	December 31,			December 31,
	2005			2004
Assets
Cash and cash equivalents	$	3,479,609		$	27,735,267
Accounts receivable, net		8,967,994			4,343,747
Deferred tax asset, net		6,300,176			4,359,058
Insurance claim receivable		85,575			241,015
Other current assets		481,677			369,572
Total current assets		19,315,031			37,048,659
Furniture, fixtures and equipment, net		1,063,307			1,275,605
Deferred income taxes		91,936			7,047,521
Intangible assets, net		11,652,161			205,656
Goodwill		29,920,182			-
Other assets		442,211			429,079
Total assets	$	62,484,828		$	46,006,520
Liabilities and Stockholders' Equity
Liabilities:
Accounts payable	$	3,132,592		$	1,386,164
Accrued expenses		4,010,894			1,749,058
Acquisition liability		1,000,000			-
Deferred revenue		414,136			192,357
Other current liabilities		896,121			93,352
Total current liabilities		9,453,743			3,420,931
Other liabilities		178,133			251,391
Total liabilities		9,631,876			3,672,322
Stockholders' equity:
Preferred stock		-			-
Common stock		158,579			157,808
Additional paid in capital		70,981,544			70,137,462
Accumulated deficit		(18,287,171	)		(27,961,072	)
Total stockholders' equity		52,852,952			42,334,198
Total liabilities and stockholders' equity	$	62,484,828		$	46,006,520

Bankrate, Inc.

Reconciliation of Net Income

	Three Months Ended December 31, 2005
	Bankrate					Bankrate
	Consolidated		Acquisitions			Pro Forma
Revenue	$	13,890,129	$	1,437,822		$	12,452,307
Net income	$	2,592,302	$	(83,477	)	$	2,675,779
Basic and diluted net income per share:
Basic	$	0.16	$	(0.01	)	$	0.17
Diluted	$	0.15	$	(0.01	)	$	0.16
Weighted average common shares outstanding:
Basic		15,809,259		15,732,686			15,829,601
Diluted		16,922,218		16,288,812			17,262,632

EX-99.2

EX-99.3

Bankrate, Inc.

Non-GAAP Measures Reconciliation

(Unaudited)

	Three Months Ended December 31, 2005
	(Unaudited)
	Consolidated						MMIS and			Pro Forma
	Bankrate			FastFind			Interest.com			Bankrate
Online publishing revenue	$	11,611,543		$	166,453		$	278,828		$	11,166,262
Print publishing and licensing revenue	$	2,278,586		$	-		$	992,541		$	1,286,045
Total revenue	$	13,890,129		$	166,453		$	1,271,369		$	12,452,307
Operating expenses	$	6,041,049		$	321,616		$	296,056		$	5,423,377
Income before income taxes	$	4,052,119		$	(248,969	)	$	108,390		$	4,192,698
Income tax benefit (expense)	$	(1,459,817	)	$	99,176		$	(42,075	)	$	(1,516,918	)
Net income	$	2,592,302		$	(149,793	)	$	66,315		$	2,675,780

Net income per diluted share	$	0.16
Weighted average diluted common shares outstanding		17,262,632
Online Publishing Revenue
Graphic ad		6,399,041
Hyperlink		4,293,221
Barter		474,000
Total online publishing revenue	$	11,166,262
Operating expenses		5,423,377
Less: Barter		(474,000	)
Operating expenses excluding barter	$	4,949,377

	Year Ended December 31, 2005
	(Unaudited)
	Consolidated					MMIS and		Pro Forma
	Bankrate		FastFind			Interest.com		Bankrate
Online publishing revenue	$	43,296,384	$	166,453		$	278,828	$	42,851,103
Print publishing and licensing revenue	$	5,752,647	$	-		$	992,541	$	4,760,106
Total revenue	$	49,049,031	$	166,453		$	1,271,369	$	47,611,209
Income before income taxes	$	15,474,054	$	(248,968	)	$	108,390	$	15,614,632
Net income	$	9,673,901	$	(149,793	)	$	66,315	$	9,757,379

Net income per diluted share	$	0.58
Weighted average diluted common shares outstanding		16,922,218
Online Publishing Revenue
Graphic ad		25,011,275
Hyperlink		15,586,140
Barter		2,253,688
Total online publishing revenue	$	42,851,103