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): October 30, 2008

(Exact name of registrant as specified in its charter)

Florida	0-25681	65-0423422
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11760 U.S. Highway One Suite 200 North Palm Beach, Florida	33408
(Address of principal executive offices)	(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))

Item 2.02. Results of Operations and Financial Condition.

On October 30, 2008, Bankrate, Inc. (the “Company”) announced via press release the Company’s financial results for the three-month and nine-month periods ended September 30, 2008. A copy of the Company’s press release is included herein as Exhibit 99.1 and incorporated herein by reference.

The information furnished under Item 2.02 of this Current Report, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Text of press release of Bankrate, Inc., dated October 30, 2008.

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 30, 2008	By:	/s/ Edward J. DiMaria
		Edward J. DiMaria
		Senior Vice President Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Text of press release of Bankrate, Inc., dated October 30, 2008.

EX-99.1

Exhibit 99.1

www.bankrate.com

For more information contact:

Edward J. DiMaria

SVP, Chief Financial Officer

edimaria@bankrate.com

(917) 368-8608

Bruce J. Zanca

SVP, Chief Communications/Marketing Officer

bzanca@bankrate.com

(917) 368-8648

FOR IMMEDIATE RELEASE

Reminder — Conference Call and Webcast Today at 4:30 P.M. Eastern Time

Interactive Dial-In: (866) 564-7440 International Callers (719) 785-1752 (10 minutes before the call)

Webcast: http://investor.bankrate.com/

BANKRATE ANNOUNCES THIRD QUARTER 2008 FINANCIAL RESULTS

Q3 Record Revenue of $44.0 Million Increased 77% Over Q3 2007

Adjusted EBITDA of $16.0 Million Increased 39% Over Q3 2007

NON-GAAP EPS of $0.43

NEW YORK, NY – October 30, 2008 – Bankrate, Inc. (Nasdaq: RATE), today reported financial results for the third quarter ended September 30, 2008. Total revenue for the third quarter increased by 77% to a record $44.0 million over the $24.9 million reported in the third quarter of 2007. Net income was $6.0 million, or $0.32, per fully diluted share in the third quarter of 2008, compared to $5.4 million, or $0.28, per fully diluted share in the third quarter of 2007. Earnings per fully diluted share, excluding share-based compensation expense (“Adjusted EPS”), was $0.43 for the third quarter of 2008, compared to the Adjusted EPS of $0.39 for the third quarter of 2007. Adjusted EPS, excluding intangible asset amortization (“Operating EPS”), for the third quarter of 2008 was $0.50 per share compared to $0.40 per share for the same period in 2007.

Earnings before interest, taxes, depreciation and amortization, excluding share-based compensation expense (“Adjusted EBITDA”), were $16.0 million, an increase of 39% over the $11.5 million reported in the third quarter of 2007. Earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the third quarter 2008, including stock compensation were $12.6 million, an increase of 59% over the $7.9 million reported in the third quarter 2007.

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“In a historically volatile time for financial service companies, we have turned in a record quarter,” said Thomas R. Evans, President and CEO of Bankrate, Inc. “The company has benefitted from our ability to monetize the strong traffic we’ve seen as consumers are looking for help and advice in this turbulent economic environment,” Mr. Evans stated.

Total revenue for the nine months ended September 30, 2008 increased by 80% to $126.7 million over the $70.4 million reported in the same period of 2007. Net income was $17.0 million, or $0.87, per fully diluted share in the nine months ended September 30, of 2008, compared to $16.0 million, or $0.83, per fully diluted share in the same period in 2007. Adjusted EPS was $1.21 for the nine months ended September 30, 2008, compared to the Adjusted EPS of $1.08 for the same period in 2007. Operating EPS for the nine months ended September 30, 2008 was $1.38 per share compared to $1.12 per share for the same period in 2007.

Adjusted EBITDA for the nine months ended September 30, 2008, were $44.9 million, an increase of 41% over the $31.8 million reported in the same period in 2007. EBITDA for the nine months ended September 30, 2008, including stock compensation, were $34.3 million, an increase of 43% over the $23.9 million reported in the nine months ended September 30, 2007.

Third Quarter 2008 Financial Highlights

• Total revenue for the quarter was $44.0 million, an increase of $19.1 million, or 77%, over the $24.9 million reported in Q3 2007.

• Adjusted EBITDA for the third quarter of 2008 was $16.0 million, an increase of $4.5 million, or 39%, over the $11.5 million reported in the third quarter of 2007.

• Online revenue for Q3 2008 was $41.9 million, an increase of $20.3 million, or 94%, over the $21.6 million reported in the third quarter of 2007.

• Graphic advertising and lead generation revenue was $27.8 million, an increase of $16.1 million, or 138%, over the $11.7 million reported in Q3 2007.

• Hyperlink revenue was $14.1 million, an increase of $4.2 million, or 43%, over the $9.9 million reported in the third quarter of 2007.

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• Print publishing and licensing revenue in Q3 2008 was $2.1 million, a decrease of 35% from the $3.2 million reported in the same period in 2007.

• Page views for Q3 2008 were 160.1 million, an increase of 15.9 million, or 11%, compared to the 144.2 million reported in Q3 2007.

Current Quarter Company Acquisitions

• The company completed the Bankaholic asset acquisition on September 23, 2008. Bankaholic.com provides rate information on savings products, such as certificates of deposit, savings accounts, and money market accounts, as well as insurance quotes and a comparison of the best credit card offers. In addition, Bankaholic.com offers consumers advice and information that allows consumers to comment and rate banks and their promotions through social networking features. The assets of Bankaholic were purchased for $12.4 million in cash with up to an additional $2.5 million in potential cash earn-out payments available for the attainment of certain performance metrics over the next 12 months.

• The company completed the CreditCardGuide.com (“CCG”) asset acquisition on September 5, 2008. CCG offers consumers the ability to shop, compare, and apply for credit cards online. CCG was purchased for $32 million in cash for the acquired assets, plus approximately $2 million in cash for the company’s working capital. In addition, Bankrate will pay up to an additional $10 million in cash in potential earn-out payments based on the achievement of specific financial metrics over the next two years.

Guidance

As stated previously, the company expects annual revenue to be between $164 and $169 million and Adjusted EBITDA for the year to be between $54 and $58 million. “Due to the strong performance in Q3, we expect to be at the mid-to-upper range of our revenue guidance and slightly exceed the top-end of our Adjusted EBITDA guidance,” stated Evans. The mid-to-upper range of the revenue guidance represents a 74% to 77% increase over 2007 and the top-end of the Adjusted EBITDA guidance represents a 39% increase in Adjusted EBITDA over 2007.

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October 30, 2008 Conference Call Interactive Dial-In and Webcast Information:

To participate in the teleconference please call: (866) 564-7440. International participants may dial: (719) 785-1752. Please access at least 10 minutes prior to the time the conference is set to begin. A Webcast of this call can be accessed at Bankrate’s Web site: http://investor.bankrate.com/.

Replay Information:

A replay of the conference call will be available beginning October 30, 2008, 7:30 p.m. ET/ 4:30 p.m. PT through November 18, 2008. To listen to the replay, call (719) 457-0820 and use the passcode: 5592475. International callers should dial (888) 203-1112 and use the passcode: 5592475.

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, the 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.

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 2007, Bankrate.com had nearly 60 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.

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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. 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.

-Financial Statements Follow-

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5

Bankrate, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except share and per share data)

	September 30, 2008		December 31, 2007
Assets
Cash and cash equivalents	$	41,215	$	125,058
Accounts receivable, net of allowance for doubtful accounts of approximately $1,249 and $2,290 at September 30, 2008 and December 31, 2007, respectively		21,162		19,052
Deferred income taxes, current portion		878		878
Prepaid expenses and other current assets		3,835		5,350
Total current assets		67,090		150,338
Furniture, fixtures and equipment, net		2,467		1,802
Deferred income taxes		3,671		3,671
Intangible assets, net		92,818		27,485
Goodwill		85,373		43,720
Other assets		3,772		1,338
Total assets	$	255,191	$	228,354
Liabilities and Stockholders’ Equity
Liabilities:
Accounts payable	$	4,195	$	2,246
Accrued expenses		7,309		8,092
Deferred revenue		922		550
Other current liabilities		15		13
Total current liabilities		12,441		10,901
Other liabilities		269		187
Total liabilities		12,710		11,088
Stockholders’ equity:
Preferred stock, 10,000,000 shares authorized and undesignated		—		—
Common stock, par value $.01 per share— 100,000,000 shares authorized; 18,790,090 and 18,876,393 shares issued and outstanding at September 30, 2008 and December 31, 2007, respectively		188		189
Additional-paid in capital		216,014		205,306
Retained earnings		26,279		11,771
Total stockholders’ equity		242,481		217,266
Total liabilities and stockholders’ equity	$	255,191	$	228,354

Bankrate, Inc.

Condensed Consolidated Statements of Income

(Unaudited)

(In thousands, except share and per share data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2008		2007		2008		2007
Revenue:
Online publishing	$	41,946	$	21,624	$	119,765	$	60,916
Print publishing and licensing		2,087		3,229		6,924		9,445
Total revenue		44,033		24,853		126,689		70,361
Cost of revenue (1):
Online publishing		15,311		3,142		44,556		9,333
Print publishing and licensing		1,975		2,873		6,495		8,414
Total cost of revenue		17,286		6,015		51,051		17,747
Gross margin		26,747		18,838		75,638		52,614
Operating expenses (1):
Sales		2,508		1,773		6,793		4,700
Marketing		3,448		2,286		9,391		5,863
Product development		1,658		1,218		5,250		3,329
General and administrative		6,570		5,668		19,940		14,774
Depreciation and amortization		2,423		633		6,466		1,926
		16,607		11,578		47,840		30,592
Income from operations		10,140		7,260		27,798		22,022
Interest income		310		1,824		1,516		4,962
Income before income taxes		10,450		9,084		29,314		26,984
Income tax expense		4,410		3,723		12,361		11,025
Net income	$	6,040	$	5,361	$	16,953	$	15,959
Basic and diluted net income per share:
Basic	$	0.32	$	0.29	$	0.90	$	0.87
Diluted	$	0.32	$	0.28	$	0.87	$	0.83
Shares used in computing basic net income per share		18,807,840		18,424,428		18,865,018		18,334,190
Shares used in computing diluted net income per share		19,091,963		19,249,130		19,545,793		19,146,545
(1) Includes share-based compensation expense as follows:
Cost of revenue:
Online publishing	$	312	$	571	$	1,450	$	1,421
Print publishing and licensing		41		40		123		120
Other expenses:
Sales		604		487		1,624		861
Marketing		189		198		589		440
Product development		267		243		821		564
General and administrative		2,029		2,073		5,989		4,420
	$	3,442	$	3,612	$	10,596	$	7,826

Bankrate, Inc.

Non-GAAP Condensed Consolidated Statements of Income

(Unaudited)

(In thousands, except share and per share data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2008		2007		2008		2007
Revenue:
Online publishing	$	41,946	$	21,624	$	119,765	$	60,916
Print publishing and licensing		2,087		3,229		6,924		9,445
Total revenue		44,033		24,853		126,689		70,361
Cost of revenue:
Online publishing		14,999		2,571		43,106		7,912
Print publishing and licensing		1,934		2,833		6,372		8,294
Total cost of revenue		16,933		5,404		49,478		16,206
Gross margin		27,100		19,449		77,211		54,155
Operating expenses:
Sales		1,904		1,286		5,169		3,839
Marketing		3,259		2,088		8,802		5,423
Product development		1,391		975		4,429		2,765
General and administrative		4,541		3,595		13,951		10,354
Share-based compensation expense (1)		3,442		3,612		10,596		7,826
Depreciation and amortization		2,423		633		6,466		1,926
		16,960		12,189		49,413		32,133
Income from operations		10,140		7,260		27,798		22,022
Interest income		310		1,824		1,516		4,962
Income before income taxes		10,450		9,084		29,314		26,984
Income tax expense		4,410		3,723		12,361		11,025
Net income	$	6,040	$	5,361	$	16,953	$	15,959
Basic and diluted net income per share:
Basic	$	0.32	$	0.29	$	0.90	$	0.87
Diluted	$	0.32	$	0.28	$	0.87	$	0.83
Adjusted EPS	$	0.43	$	0.39	$	1.21	$	1.08
Shares used in computing basic net income per share, GAAP basis		18,807,840		18,424,428		18,865,018		18,334,190
Shares used in computing diluted net income per share, GAAP basis		19,091,963		19,249,130		19,545,793		19,146,545
Shares used in computing diluted net income per share, Non-GAAP basis		19,524,728		19,544,129		19,753,637		19,398,905

(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 September 30,				Nine Months Ended September 30,
	2008		2007		2008		2007
EBITDA-
Income from operations, GAAP basis	$	10,140	$	7,260	$	27,798	$	22,022
Depreciation and amortization		2,423		633		6,466		1,926
EBITDA	$	12,563	$	7,893	$	34,264	$	23,948
Adjusted EBITDA-
Income from operations, GAAP basis	$	10,140	$	7,260	$	27,798	$	22,022
Share-based compensation expense		3,442		3,612		10,596		7,826
Depreciation and amortization		2,423		633		6,466		1,926
Adjusted EBITDA	$	16,005	$	11,505	$	44,860	$	31,774
Adjusted EPS-
Net income, GAAP basis	$	6,040	$	5,361	$	16,953	$	15,959
Share-based compensation expense, net of tax		2,295		2,257		6,993		4,927
Net income excluding share-based compensation expense-	$	8,335	$	7,618	$	23,946	$	20,886
Adjusted EPS	$	0.43	$	0.39	$	1.21	$	1.08
Operating EPS-
Net income, GAAP basis	$	6,040	$	5,361	$	16,953	$	15,959
Share-based compensation expense, net of tax		2,295		2,257		6,993		4,927
Intangibles amortization, net of tax		1,334		255		3,379		769
Net income excluding share-based compensation expense and intangibles amortization	$	9,669	$	7,873	$	27,325	$	21,655
Operating EPS	$	0.50	$	0.40	$	1.38	$	1.12
Shares used in computing basic net income per share, GAAP basis		18,807,840		18,424,428		18,865,018		18,334,190
Shares used in computing diluted net income per share, GAAP basis		19,091,963		19,249,130		19,545,793		19,146,545
Impact of applying SFAS No. 123R		432,765		294,999		207,844		252,360
Shares used in computing diluted net income per share, excluding the impact of applying SFAS No. 123R		19,524,728		19,544,129		19,753,637		19,398,905

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 September 30, 2008							Three Months Ended September 30, 2007							Nine Months Ended September 30, 2008							Nine Months Ended September 30, 2007
	GAAP		Adjustments(1)			Non-GAAP		GAAP		Adjustments(1)			Non-GAAP		GAAP		Adjustments(1)			Non-GAAP		GAAP		Adjustments(1)			Non-GAAP
Revenue:
Online publishing	$	41,946	$	—		$	41,946	$	21,624	$	—		$	21,624	$	119,765	$	—		$	119,765	$	60,916	$	—		$	60,916
Print publishing and licensing		2,087		—			2,087		3,229		—			3,229		6,924		—			6,924		9,445		—			9,445
Total revenue		44,033		—			44,033		24,853		—			24,853		126,689		—			126,689		70,361		—			70,361
Cost of revenue:
Online publishing		15,311		(312	)		14,999		3,142		(571	)		2,571		44,556		(1,450	)		43,106		9,333		(1,421	)		7,912
Print publishing and licensing		1,975		(41	)		1,934		2,873		(40	)		2,833		6,495		(123	)		6,372		8,414		(120	)		8,294
Total cost of revenue		17,286		(353	)		16,933		6,015		(611	)		5,404		51,051		(1,573	)		49,478		17,747		(1,541	)		16,206
Gross margin		26,747		353			27,100		18,838		611			19,449		75,638		1,573			77,211		52,614		1,541			54,155
Operating expenses:
Sales		2,508		(604	)		1,904		1,773		(487	)		1,286		6,793		(1,624	)		5,169		4,700		(861	)		3,839
Marketing		3,448		(189	)		3,259		2,286		(198	)		2,088		9,391		(589	)		8,802		5,863		(440	)		5,423
Product development		1,658		(267	)		1,391		1,218		(243	)		975		5,250		(821	)		4,429		3,329		(564	)		2,765
General and administrative		6,570		(2,029	)		4,541		5,668		(2,073	)		3,595		19,940		(5,989	)		13,951		14,774		(4,420	)		10,354
Share-based compensation expense		—		3,442			3,442		—		3,612			3,612		—		10,596			10,596		—		7,826			7,826
Depreciation and amortization		2,423		—			2,423		633		—			633		6,466		—			6,466		1,926		—			1,926
		16,607		353			16,960		11,578		611			12,189		47,840		1,573			49,413		30,592		1,541			32,133
Income from operations		10,140		—			10,140		7,260		—			7,260		27,798		—			27,798		22,022		—			22,022
Interest income, net		310		—			310		1,824		—			1,824		1,516		—			1,516		4,962		—			4,962
Income before income taxes		10,450		—			10,450		9,084		—			9,084		29,314		—			29,314		26,984		—			26,984
Provision for income taxes		4,410		—			4,410		3,723		—			3,723		12,361		—			12,361		11,025		—			11,025
Net income	$	6,040	$	—		$	6,040	$	5,361	$	—		$	5,361	$	16,953	$	—		$	16,953	$	15,959	$	—		$	15,959
Basic and diluted net income per share:
Basic	$	0.32	$	—		$	0.32	$	0.29	$	—		$	0.29	$	0.90	$	—		$	0.90	$	0.87	$	—		$	0.87
Diluted	$	0.32	$	—		$	0.32	$	0.28	$	—		$	0.28	$	0.87	$	—		$	0.87	$	0.83	$	—		$	0.83
Shares used in computing basic net income per share		18,807,840		—			18,807,840		18,424,428		—			18,424,428		18,865,018		—			18,865,018		18,334,190		—			18,334,190
Shares used in computing diluted net income per share		19,091,963		432,765			19,524,728		19,249,130		294,999			19,544,129		19,545,793		207,844			19,753,637		19,146,545		252,360			19,398,905

(1) Adjustments for the impact of applying SFAS No. 123R