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): July 30, 2009

(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 July 30, 2009, Bankrate, Inc. (the “Company”) announced via press release the Company’s financial results for the second quarter ended June 30, 2009. 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 July 30, 2009.

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: July 30, 2009	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 July 30, 2009.

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: (877) 440-5791. International Callers (719) 325-4864 (10 minutes before the call)

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

BANKRATE ANNOUNCES SECOND QUARTER FISCAL 2009 RESULTS

New York, NY – July 30, 2009 – Bankrate, Inc. (NASDAQ: RATE) today announced financial results for the second quarter of fiscal 2009 ended June 30, 2009.

Total revenue for the second quarter was $31.0 million compared to $40.2 million reported in the second quarter of 2008, a decrease of 23%. Net income was $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”), was $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”), were $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 were $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 difficult environment in the financial service advertising sector has been a major contributor to our recent results,” Mr. Evans added.

Total revenue for the six months ended June 30, 2009 was $69.4 million compared to $82.7 million in the comparable period in 2008, representing a $13.3 million, or 16%, decline. Net income was $6.6 million, or $0.34 per fully diluted share, in the first half of 2009 compared to $10.9 million, or $0.55 per fully diluted share, in the first half of 2008. Adjusted EPS was $0.50 for the six months ended June 30, 2009 compared to the Adjusted EPS of $0.78 for the same period in 2008.

Adjusted EBITDA were $22.5 million for the first half of 2009 compared to $28.9 million in the first half of 2008, a decline of 22%. EBITDA for the first half of 2009, including share-based compensation expense were $17.8 million compared to the $21.7 million reported in the first half of 2008.

On July 22, 2009, the Company announced that it has entered into a definitive agreement to be acquired and taken private by funds advised by Apax Partners, a global private equity firm with over $35 billion in funds under advice and significant expertise in financial services and media. Under the terms of the agreement, Apax will acquire all of the outstanding common stock of Bankrate, for $28.50 per share in cash, pursuant to the terms of a tender offer that commenced on July 28, 2009, followed by a merger to acquire all remaining outstanding Bankrate shares at the same price paid in the tender offer. The transaction is valued at approximately $571 million. Apax is providing 100% of the financing for the acquisition from its equity funds under management. Shareholders

representing approximately 24% of Bankrate’s outstanding shares have entered into support agreements with Apax in connection with the transaction. Bankrate’s Board of Directors unanimously approved the transaction, which is subject to customary closing conditions, including minimum levels of participation in the tender offer and regulatory approvals.

Second Quarter 2009 Highlights

• Total revenue for the quarter was $31.0 million, a decrease of $9.2 million, or 23%, from the $40.2 million reported in the same quarter in 2008.

• Adjusted EBITDA for the second quarter was $9.4 million, a decrease of $3.4 million, or 26%, from the $12.8 million reported in the second quarter of 2008.

• Online revenue was $29.0 million in the second quarter, a decrease of $8.8 million, or 23%, from the $37.8 million reported in the same period in 2008.

• Graphic advertising and lead generation revenue was $20.9 million, a decrease of $6.2 million, or 23%, from the $27.1 million reported in the second quarter of 2008.

• Hyperlink revenue for the quarter was $8.2 million, a decrease of $2.5 million, or 23%, from the $10.7 million reported in the second quarter of 2008.

• Print publishing and licensing revenue for the second quarter was $2.0 million, a decrease of $375,000, or 16%, from the $2.4 million reported in the second quarter of 2008.

July 30, 2009 Conference Call Interactive Dial-In and Webcast Information:

To participate in the teleconference please call: (877) 440-5791. International participants should dial: (719) 325-4864. 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 July 30, 2009 at 7:30 p.m. ET/ 4:30 p.m. PT through August 6, 2009. To listen to the replay, call (888) 203-1112 and use the passcode: 4658504. International callers should dial (719) 457-0820 and use the passcode: 4658504.

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, and Adjusted 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. 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, 2008, 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 -

###

Bankrate, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except share and per share data)

	June 30, 2009		December 31, 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 June 30,				Six Months Ended 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 June 30,				Six Months Ended 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 June 30,						Six Months Ended 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 June 30, 2009							Three Months Ended June 30, 2008							Six Months Ended June 30, 2009							Six Months Ended 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