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): August 15, 2011

Banks.com, Inc.

(Exact name of registrant as specified in its charter)

Florida	001-33074	59-3234205
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

425 Market Street, Suite 2200

San Francisco, CA 94105

(Address of principal executive offices) (Zip Code)

(415) 962-9700

(Registrant’s telephone number, including area code)

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 August 15, 2011, Banks.com, Inc. (“Banks.com”) issued a press release announcing its financial results for the three and six months ended June 30, 2011 (the “Press Release”). The full text of the Press Release is furnished as Exhibit 99.1 to this Current Report.

The information in this Current Report (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Banks.com is referencing non-GAAP financial information in both the Press Release and on the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached Press Release. Disclosures regarding definitions of these financial measures used by Banks.com and why Banks.com’s management believes these financial measures provide useful information to investors is also included in the Press Release.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed below are being furnished with this Form 8-K.

Exhibit Number	Description
99.1	Press Release dated August 15, 2011.

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.

Date: August 15, 2011	BANKS.COM, INC.
	By:	/s/ Daniel M. O’Donnell
	Name:	Daniel M. O’Donnell
	Title:	President and Chief Executive Officer
		(Principal Executive Officer)

EX-99.1

Exhibit 99.1

Banks.com, Inc. Reports Second Quarter 2011 Financial Results

SAN FRANCISCO – August 15, 2011 – Banks.com, Inc. (NYSE Amex: BNX), operator of leading financial services focused online media properties, today announced results for the three and six months ended June 30, 2011.

Financial Highlights

For the second quarter of 2011, Banks.com, Inc. (“Banks.com”) reported revenue of $1.4 million compared to revenue of $2.9 million reported for second quarter 2010. GAAPⁱ net loss was $284 thousand or $0.01 per diluted share versus GAAP net loss of $231 thousand or $0.01 per diluted share reported for the second quarter of 2010. Adjusted EBITDAⁱⁱ was $175 thousand for the second quarter of 2011 compared to Adjusted EBITDA of $159 thousand for the second quarter of 2010.

For the six months ended June 30, 2011, Banks.com reported revenue of $3.4 million compared to revenue of $7.1 million reported for the six months ended June 30, 2010. GAAP net loss was $223 thousand or $0.01 per diluted share versus GAAP net income of $66 thousand or break even per diluted share reported for the six months ended June 30, 2010. Adjusted EBITDA was $737 thousand for the six months ended June 30, 2011 compared to Adjusted EBITDA of $1.5 million for the six months ended June 30, 2010.

“Our acquisition of FileLater.com helped fuel a 37% year over year increase in tax related revenue in the second quarter. Revenue from our finance related business accounted for 49% of our top line last quarter versus just 28% in the second quarter of 2010 as we continued our evolution away from our legacy search business,” said Dan O’Donnell, Chief Executive Officer of Banks.com. “Year over year Adjusted EBITDA for the second quarter was up 10%, in spite of a 52% reduction in revenue.” O’Donnell continued, “Transitions are not always as seamless as we’d like, but we’ve made substantial progress in that regard and have now set our sights on exiting or outsourcing the search business by year end so we can be singly focused on the finance vertical as we enter 2012.”

Select Business Highlights

• Increased year over year tax related revenue for the second quarter by 37%

• Increased second quarter Adjusted EBITDA by 10%

• Increased pro forma, year over year, tax extension related revenue by 73%

• Announced plans to exit or outsource the search business by year end

Conference Call

Banks.com will host a conference call today at 2:00 PM PT / 5:00 PM ET to discuss its second quarter 2011 results. To listen to the call, dial 866-713-8566 (domestic) or 617-597-5325 (international), passcode 34968417. Questions may be asked during the call, or submitted via email at: stockwatch@banks.com any time prior to the conference call’s starting time. For a replay of the call, dial 888-286-8010 (domestic) or 617-801-6888 (international), passcode 29126824. Investors may also listen to the conference call and the replay on the Investor Relations section of the Banks.com website at: http://www.banks.com/corp/investor/webcasts/.

Forward Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties. Such forward-looking statements are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and may include statements regarding acquisitions, business estimates, future contracts, future financial performance and results of operations, including cost of revenues, operating expenses, interest expense, net loss and cash flow. Unless otherwise required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this press release. Additional information concerning risks and uncertainties that may cause actual results to differ materially from those projected or suggested in the forward-looking statements may be found in Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K filed with the U.S. Securities and Exchange Commission.

Non-GAAP Financial Measures

This press release includes the following financial measure defined as a non-GAAP financial measure by the Securities and Exchange Commission: Adjusted EBITDA. This supplemental financial measure is not required or defined by GAAP, nor is the presentation of this financial information intended to be a measure of Banks.com’s profitability to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP, such as net earnings and other consolidated earnings data.

Management recognizes that non-GAAP financial measures have limitations and do not reflect all of the items associated with Banks.com’s earnings results as determined in accordance with GAAP. However, for the reasons described below, management uses this non-GAAP measure to evaluate the performance of Banks.com’s business. Banks.com’s management believes that it’s important to provide investors with these same tools, together with a reconciliation to GAAP, for evaluating the performance of Banks.com’s business, as it may provide additional insight into Banks.com’s financial results. See “Reconciliation of GAAP Net Earnings to Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Stock Compensation Expense (Adjusted EBITDA)” table included in this press release for further information regarding these non-GAAP financial measures. Adjusted EBITDA is presented because management believes it is frequently used by securities analysts, investors and others in the evaluation of companies.

Adjusted EBITDA is calculated by adding income taxes, interest expense, depreciation and amortization to net earnings, adjusted for certain items management believes should be excluded in order to reflect a more meaningful representation of Banks.com’s financial performance, including stock compensation expense. Banks.com’s management excludes the impact of equity-based compensation to eliminate the effects of this non-cash item, which, because it is based upon estimates on the grant dates, may bear little resemblance to the actual values realized upon the future exercise, expiration, termination or forfeiture of the stock-based compensation.

About Banks.com

Banks.com, Inc. owns and operates internet media properties including: banks.com, irs.com, filelater.com and mystockfund.com. Our properties provide users with finance-related content and services and vendors with targeted online advertising opportunities. Through banks.com, we provide access to current financial content, including financial news, business articles, interest rates, stock quotes and financial calculators. We also provide users access to tax related services including online tax preparation through irs.com, online tax extensions through filelater.com, and online stock brokerage services through mystockfund.com. In addition to Banks.com, it operates other search related websites including Look.com.

Get up to date information on Mortgage Rates, CD Rates & Home Equity Rates at Banks.com.

Contact Information:

Daniel O’Donnell

President and Chief Executive Officer

Banks.com, Inc.

415-962-9700

BANKS.COM, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

	Three Months Ended June 30,
	2011			2010
Revenues	$	1,416		$	2,919
Operating expenses:
Traffic acquisition costs		461			1,324
Depreciation and amortization		402			427
Sales and marketing		144			282
General and administrative		673			1,228
Total operating expenses		1,680			3,261
Loss from operations		(264	)		(342	)
Other gain		6			—
Interest expense		(26	)		(30	)
Loss before income taxes		(284	)		(372	)
Income tax benefit		—			141
Net loss		(284	)		(231	)
Preferred stock dividends		(8	)		(8	)
Net loss available to common stockholders	$	(292	)	$	(239	)
Basic net loss per common share	$	(.01	)	$	(.01	)
Diluted net loss per common share	$	(.01	)	$	(.01	)

BANKS.COM, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

	Six Months Ended June 30,
	2011			2010
Revenues	$	3,359		$	7,088
Operating expenses:
Traffic acquisition costs		1,013			2,823
Depreciation and amortization		825			876
Sales and marketing		315			642
General and administrative		1,325			2,242
Total operating expenses		3,478			6,583
(Loss) income from operations		(119	)		505
Other gain		6			—
Interest expense		(61	)		(349	)
(Loss) income before income taxes		(174	)		156
Income tax expense		(49	)		(90	)
Net (loss) income		(223	)		66
Preferred stock dividends		(15	)		(15	)
Net (loss) income available to common stockholders	$	(238	)	$	51
Basic net (loss) income per common share	$	(.01	)	$	—
Diluted net (loss) income per common share	$	(.01	)	$	—

BANKS.COM, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

	June 30, 2011			December 31, 2010
Assets
Current assets:
Cash	$	147		$	107
Accounts receivable		600			656
Prepaid expenses and other		159			167
Deferred income taxes		316			316
Total current assets		1,222			1,246
Property and equipment, net		118			277
Domains and other intangibles, net		9,952			10,618
Other assets		95			88
Deferred income taxes		836			890
Total Assets	$	12,223		$	13,119
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	653		$	1,017
Accrued liabilities		305			461
Accrued dividends		75			60
Deferred revenue		4			16
Revolving line of credit		—			106
Notes payable, current portion		165			141
Total current liabilities		1,202			1,801
Notes payable		464			559
Total liabilities		1,666			2,360
Stockholders’ equity:
Preferred stock		3			3
Common stock		26			26
Additional paid-in capital		10,860			10,824
Accumulated deficit		(332	)		(94	)
Total stockholders’ equity		10,557			10,759
Total Liabilities and Stockholders’ Equity	$	12,223		$	13,119

BANKS.COM, INC. AND SUBSIDIARIES

Reconciliation of GAAP Net Income to Earnings Before

Interest, Taxes, Depreciation, Amortization, and Stock Compensation Expense (Adjusted EBITDA)

(In thousands)

(Unaudited)

	Three Months Ended June 30,
	2011			2010
Net loss available to common stockholders	$	(292	)	$	(239	)
Preferred stock dividends		8			8
Net loss		(284	)		(231	)
Income tax benefit		—			(141	)
Loss before income taxes		(284	)		(372	)
Interest expense		26			30
Other gain		(6	)		—
Loss from operations		(264	)		(342	)
Depreciation		69			106
Amortization		333			321
Stock compensation expense		37			74
Adjusted earnings before interest, taxes, depreciation, amortization, and stock compensation expense (Adjusted EBITDA)	$	175		$	159

BANKS.COM, INC. AND SUBSIDIARIES

Reconciliation of GAAP Net Income to Earnings Before

Interest, Taxes, Depreciation, Amortization, and Stock Compensation Expense (Adjusted EBITDA)

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2011			2010
Net (loss) income available to common stockholders	$	(238	)	$	51
Preferred stock dividends		15			15
Net (loss) income		(223	)		66
Income tax expense		49			90
(Loss) income before income taxes		(174	)		156
Interest expense		61			349
Other gain		(6	)		—
(Loss) income from operations		(119	)		505
Depreciation		159			219
Amortization		666			657
Stock compensation expense		31			134
Adjusted earnings before interest, taxes, depreciation, amortization, and stock compensation expense (Adjusted EBITDA)	$	737		$	1,515

ⁱ  Generally accepted accounting principles in the United States of America.

ⁱⁱ  Adjusted EBITDA is calculated by adding income taxes, interest expense, depreciation and amortization to net earnings, adjusted for certain items management believes should be excluded in order to reflect a more meaningful representation of our financial performance, including stock compensation expense. Adjusted EBITDA is a non-GAAP financial measure. This measure may be different from non-GAAP financial measures used by other companies. We encourage investors to review the section above entitled “Non-GAAP Financial Measures” and to review the reconciling adjustments between the GAAP and non-GAAP measures attached to this press release.