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 25, 2013
BANKRATE, INC.
(Exact name of registrant as specified in its charter)
Delaware | 1-35206 | 65-0423422 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
11760 U.S. Highway One, Suite 200
North Palm Beach, Florida 33408
(Address of principal executive offices)
(561) 630-2400
(Registrants telephone number, including area code)
N/A
(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 29, 2013, Bankrate, Inc. (Bankrate) issued a press release announcing its financial and operating results for the second quarter of 2013. This press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
Bankrate is furnishing the information contained in this report, including the Exhibit, pursuant to Item 2.02 Results of Operations and Financial Condition of Form 8-K promulgated by the U.S. Securities and Exchange Commission. This information shall not be deemed to be filed for the purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 2.04 | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement. |
On July 25, 2013, Bankrate announced that it delivered a Conditional Notice of Full Redemption (the Notice) to the record holders of the Companys 11 3/4% Senior Secured Notes due 2015 (the Senior Secured Notes). The Senior Secured Notes were issued pursuant to the Indenture dated as of July 13, 2010, by and among Bankrate, certain of its subsidiaries, as guarantors, and Wilmington Trust FSB.
The redemption is conditioned upon Bankrates completion of an offering of new senior unsecured notes (the New Notes) on or prior to the Redemption Date (as defined below). The redemption price of the Senior Secured Notes is 105.875% of the principal amount redeemed, plus accrued and unpaid interest to but not including the Redemption Date. If the financing condition is satisfied, the redemption date will be August 24, 2013 (the Redemption Date). If the financing condition is not satisfied, Bankrate may either withdraw and rescind the Notice or extend the redemption date by up to thirty days. If the redemption date is extended and the offering of the New Notes is not completed by such extended redemption date, then the Notice will be deemed to have been withdrawn and rescinded.
Item 8.01. | Other Events |
On July 25, 2013, Bankrate issued a press release discussing the Notice. A copy of the press release is furnished as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
The following exhibits are furnished herewith
99.1 | Press Release dated July 29, 2013 |
99.2 | Press Release dated July 25, 2013 |
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: July 29, 2013 |
BANKRATE, INC. | |||||
By: | /s/ Edward J. DiMaria | |||||
Edward J. DiMaria SVP, Chief Financial Officer |
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) 318-8617, Passcode 98060266. International Callers Dial-In: (617) 399-5136, Passcode 98060266 (10 minutes before the call). Webcast: http://investor.bankrate.com/
BANKRATE ANNOUNCES SECOND QUARTER 2013 FINANCIAL RESULTS
NEW YORK, NY July 29, 2013
($ in millions, except per share amounts) | Six months Ended | |||||||||||||||
Q2-13 | Q2-12 | 2013 | 2012 | |||||||||||||
Revenue |
$ | 105.5 | $ | 122.1 | $ | 214.0 | $ | 247.1 | ||||||||
Net Income |
||||||||||||||||
GAAP |
(0.9 | ) | 16.3 | 1.3 | 26.4 | |||||||||||
Adjusted |
10.3 | 18.2 | 22.5 | 36.9 | ||||||||||||
Diluted Earnings per Share (EPS) |
||||||||||||||||
GAAP |
($ | 0.01 | ) | $ | 0.16 | $ | 0.01 | $ | 0.26 | |||||||
Adjusted |
$ | 0.10 | $ | 0.18 | $ | 0.22 | $ | 0.36 | ||||||||
Adjusted EBITDA |
26.2 | 37.5 | 54.6 | 75.4 |
Bankrate, Inc. (NYSE: RATE) today reported financial results for the second quarter ended June 30, 2013. Total revenue for the second quarter was $105.5 million compared to $122.1 million in the second quarter of 2012, a decrease of 14%. Net loss for the quarter was $0.9 million or a loss of approximately $0.01 per fully diluted share, compared to net income of $16.3 million, or $0.16 per fully diluted share in the second quarter of 2012.
Adjusted EPS, as outlined in the attached reconciliation, were $0.10 for the second quarter of 2013, compared to $0.18 for the second quarter of 2012, representing a decrease of 44%. Adjusted EBITDA, as outlined in the attached reconciliation, were $26.2 million, with a margin of 25%, in the second quarter of 2013 compared to $37.5 million, with a margin of 31%, in the second quarter of 2012, a decrease of 30%.
Results for Six Months Ended June 30, 2013
Total revenue for the six months ended June 30, 2013 was $214.0 million compared to $247.1 million in the comparable period in 2012, representing a $33.2 million or 13% decrease.
Net income was $1.3 million or $0.01 per fully diluted share for the period in 2013, compared to $26.4 million, or $0.26 per fully diluted share in the comparable period in 2012. Adjusted EPS were $0.22 for the period in 2013, compared to $0.36 for the same period in 2012, representing a decrease of 39%.
Adjusted EBITDA for the period were $54.6 million in 2013, compared to $75.4 million in the comparable period in 2012, a decrease of 28%.
We have made significant progress with our strategic initiatives in our insurance business during the first half of 2013 and are now seeing a clear inflection point, stated Thomas R. Evans, President and CEO of Bankrate, Inc. Sharply higher conversion rates, higher monetization and increased demand for our high quality leads are fueling the growth we are now seeing in insurance in Q3, which we expect to accelerate in the second half. Going forward, were also expecting increased activity in our credit card business and expect that our core banking business will be solid, Mr. Evans added.
2013 Annual Guidance
For the second half of 2013, Bankrate expects to show an overall revenue increase of 10% to 20%, resulting in relatively flat revenue for the full year compared to 2012. The Company now expects the Adjusted EBITDA margin to be in the mid to high 20% range for the full year 2013 vs. previous guidance of the low to mid 20% range.
We are reaffirming our previous position on guidance of double-digit, second half revenue growth and are increasing our earnings guidance as we expect to see our insurance initiatives and growth in our credit card business to pay off with higher profit margins, Mr. Evans stated.
Second Quarter and Year to Date 2013 Financial Highlights
| The Company has made significant progress implementing strategic quality initiatives within the insurance unit during the first half of 2013, which it expects to result in an acceleration of revenues and higher margins for the second half of the year. |
| The Company improved insurance lead conversion rates by over 60% when comparing June 2013 to June 2012, which has resulted in higher lead monetization during the first half and an expected acceleration for the second half of the year following price increases which became effective in July 2013. |
| The Company has experienced growing demand for its insurance leads during the first half of the year from carriers and agents with an increase in the number of insurance agents purchasing leads on the Companys platform as well as an increase in the volume of leads purchased entering the second half of the year. |
| Display advertising, or CPM revenue, in the second quarter increased 1% compared to the same period last year and increased 6% in the first half of 2013 compared to the first half of 2012 despite fewer ad units due to streamlined channel funnels. |
| CPA revenues, primarily attributed to credit card products, increased year over year for the quarter by over 25% on strong credit card issuer marketing activities on our sites while CPL revenues, primarily attributed to insurance products, decreased by over 40%. The decline in CPL revenue is attributed to the Companys strategic quality initiative in insurance whereby over the course of 2012, lower converting volume and lead sources were permanently reduced to improve our quality and conversion rates. Overall lead generation revenue (CPA plus CPL revenue) declined 15% for the quarter and 17% for the first six months as a result of the decline in CPL revenue as stated above. |
| Hyperlink, or CPC revenue, for the quarter decreased 15% compared to the same period last year, with the overall decline driven by a decrease in the Companys insurance CPC product revenue as a result of the Companys strategic quality initiative whereby lower converting click sources were reduced during 2012 to improve our quality and conversion rates. For the six months ended June 30, 2013 hyperlink revenue declined by 10% compared to the same period in 2012. |
| Mobile traffic on Bankrate.com has increased by over 70% over the first six months of the year compared to the same time period last year. |
| At the end of the second quarter, the Companys leverage ratio to trailing twelve months Adjusted EBITDA was 0.8x on a net debt basis. |
Refinancing
Bankrate intends in the near future to amend or replace its existing credit facility, in each case, to extend its maturity. Bankrate may also choose to eliminate one of the tranches or lower the maximum committed amount available under the facility. Bankrate currently anticipates that the terms of the new credit facility, in the aggregate, will be no less favorable to the Company in any material respect than the existing credit facility, and does not intend to increase the amount of indebtedness that can be incurred under the new credit facility above that which can be incurred under the existing credit facility. Any amendment or replacement may be subject to lender consent and market conditions, and there can be no assurance that any amendment or replacement will occur in the manner described or at all.
In a separate release today, the Company announced that, subject to market conditions, it plans to privately offer up to $300 million of senior unsecured notes due 2018 to fund the conditional redemption of the Companys outstanding senior secured notes due 2015. This press release does not constitute an offer to sell the new notes, a solicitation of an offer to purchase the new notes, an offer to purchase the existing notes or a solicitation of an offer to sell the existing notes.
July 29, 2013 Conference Call Interactive Dial-In and Webcast Information:
To participate in the teleconference please call: (866) 318-8617, passcode 98060266. International participants should dial: (617) 399-5136, passcode 98060266. 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 Bankrates website: http://investor.bankrate.com/.
Replay Information:
A replay of the conference call will be available beginning July 29, 2013 at 6:30 p.m. ET / 3:30 p.m. PT through August 5, 2013 at 11:59 p.m. ET / 8:59 p.m. PT. To listen to the replay, call (888) 286-8010 and enter the passcode: 53141411. International callers should dial (617) 801-6888 and enter the passcode: 53141411.
Non-GAAP Measures:
To supplement Bankrates 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 Gross Margin excluding stock based compensation, 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
Bankrates 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 in the financial tables below.
About Bankrate, Inc.
Bankrate is a leading publisher, aggregator and distributor of personal finance content on the Internet. Bankrate provides consumers with proprietary, fully researched, comprehensive, independent and objective personal finance editorial content across multiple vertical categories including mortgages, deposits, insurance, credit cards, and other categories, such as retirement, automobile loans, and taxes. The Bankrate network includes Bankrate.com, our flagship website, and other owned and operated personal finance websites, including, but not limited to, CreditCards.com, Interest.com, Bankaholic.com, Mortgage-calc.com, CreditCardGuide.com, InsuranceQuotes.com, CarInsuranceQuotes.com, AutoInsuranceQuotes.com, InsureMe.com, and NetQuote.com. Bankrate aggregates rate information from over 4,800 institutions on more than 300 financial products. With coverage of approximately 600 local markets in all 50 U.S. states, Bankrate generates over 172,000 distinct rate tables capturing, on average, over three million pieces of information weekly. Bankrate develops and provides web services to over 75 co-branded websites with online partners, including some of the most trusted and frequently visited personal finance sites on the Internet such as Yahoo!, CNN Money, CNBC and Comcast. In addition, Bankrate licenses editorial content to over 100 newspapers on a daily basis including The Wall Street Journal, USA Today, The New York Times, The Los Angeles Times and The Boston Globe.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995:
Certain matters included in this press release may be forward-looking statements within the meaning of 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, our strategy 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. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known or unknown factors, and it is impossible for us to anticipate all factors that could affect our actual results. 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 sites; increased competition and its effect on our website traffic, advertising rates, margins and market share; our dependence on internet search engines to attract a significant portion of the visitors to our websites; the number of consumers seeking information on the financial products we have on our websites; interest rate volatility; technological changes; our ability to manage traffic on our websites and service interruptions; our ability to maintain and develop our brands and content; the fluctuations of our results of operations from period to period; our indebtedness and the effect such indebtedness may have on our business; our need and our ability to incur additional debt or equity financing, or to amend or replace our existing credit facility on terms no less favorable than our existing facility; our ability to integrate the operations and realize the expected benefits of businesses that we have acquired and may acquire in the future; the effect of unexpected liabilities we assume from our acquisitions; changes in application approval rates by our credit card issuer customers; our ability to successfully execute on our strategy, including without limitation our insurance quality initiative, and the effectiveness of our strategy; our ability to attract and retain executive officers and personnel; the impact of resolution of lawsuits to which we are a party; our ability to protect our intellectual property; the effects of facing liability for content on our websites; our ability to establish and maintain distribution arrangements; our ability to maintain good working relationships with our customers and third-party providers and to continue to attract new customers; the effect of our expansion of operations in the United Kingdom and China and possible expansion to other international markets, in which we may have limited experience; the willingness of consumers to accept the Internet and our online network as a medium for obtaining financial product information; the strength of the U.S. economy in general and the financial services industry in particular; changes in monetary and fiscal policies of the U.S. Government; changes in consumer spending and saving habits; changes in the legal and regulatory environment; changes in accounting principles, policies, practices or guidelines; and our ability to manage the risks involved in the foregoing. For more information about factors that could cause actual results to differ materially from our expectations, refer to our reports filed with the Securities and Exchange Commission, including the discussion under Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2012. These documents are available on the SECs website at www.sec.gov. Any factor described above or in our SEC reports could, by itself or together with one or more other factors, adversely affect our financial results and condition. We undertake no obligation to update or revise forward-looking statements as a result of new information, future events or otherwise, except as otherwise required by law.
-Financial Statements Follow-
###
Bankrate, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
($ In thousands, except per share data)
June 30, | December 31, | |||||||
2013 | 2012 | |||||||
Assets |
||||||||
Cash and cash equivalents |
$ | 111,961 | $ | 83,590 | ||||
Accounts receivable, net of allowance for doubtful accounts of $770 and $658 at June 30, 2013 and December 31, 2012 |
58,215 | 52,598 | ||||||
Deferred income taxes |
3,763 | 3,763 | ||||||
Prepaid expenses and other current assets |
12,633 | 13,691 | ||||||
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|
|
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Total current assets |
186,572 | 153,642 | ||||||
Furniture, fixtures and equipment, net of accumulated depreciation of $16,189 and $12,851 at June 30, 2013 and December 31, 2012 |
11,989 | 10,024 | ||||||
Intangible assets, net of accumulated amortization of $154,328 and $128,366 at June 30, 2013 and December 31, 2012 |
368,574 | 382,732 | ||||||
Goodwill |
602,399 | 602,173 | ||||||
Other assets |
10,087 | 11,579 | ||||||
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|
|
|||||
Total assets |
$ | 1,179,621 | $ | 1,160,150 | ||||
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Liabilities and Stockholders Equity |
||||||||
Liabilities |
||||||||
Accounts payable |
$ | 7,470 | $ | 8,227 | ||||
Accrued expenses |
23,948 | 22,033 | ||||||
Deferred revenue and customer deposits |
4,030 | 3,861 | ||||||
Accrued interest |
10,591 | 10,588 | ||||||
Other current liabilities |
19,950 | 6,399 | ||||||
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Total current liabilities |
65,989 | 51,108 | ||||||
Deferred income taxes |
64,482 | 64,482 | ||||||
Senior secured notes, net of unamortized discount |
194,125 | 193,943 | ||||||
Other liabilities |
20,637 | 22,466 | ||||||
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Total liabilities |
345,233 | 331,999 | ||||||
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Commitments and contingencies |
||||||||
Stockholders equity |
||||||||
Common stock, par value $.01 per share - 300,000,000 shares authorized at June 30, 2013 and December 31, 2012; 101,388,339 shares and 100,097,969 shares issued at June 30, 2013 and December 31, 2012; 101,337,811 shares and 100,047,441 shares outstanding at June 30, 2013 and December 31, 2012 |
1,013 | 1,000 | ||||||
Additional paid-in capital |
848,604 | 843,393 | ||||||
Accumulated deficit |
(13,973 | ) | (15,264 | ) | ||||
Less: Treasury stock, at cost - 50,528 shares at June 30, 2013 and December 31, 2012 |
(591 | ) | (591 | ) | ||||
Accumulated other comprehensive loss |
(665 | ) | (387 | ) | ||||
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Total stockholders equity |
834,388 | 828,151 | ||||||
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Total liabilities and stockholders equity |
$ | 1,179,621 | $ | 1,160,150 | ||||
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Bankrate, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
($ In thousands, except per share data)
(Unaudited) | (Unaudited) | |||||||||||||||||
Three months ended | Six months ended | |||||||||||||||||
June 30, 2013 |
June 30, 2012 |
|
June 30, 2013 |
June 30, 2012 |
||||||||||||||
Revenue |
$ | 105,546 | $ | 122,125 | $ | 213,994 | $ | 247,145 | ||||||||||
Cost of revenue (excludes depreciation and amortization) |
37,472 | 37,609 | 73,511 | 77,887 | ||||||||||||||
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Gross margin |
68,074 | 84,516 | 140,483 | 169,258 | ||||||||||||||
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64 | % | 69 | % | 66 | % | 68 | % | |||||||||||
Operating expenses: |
||||||||||||||||||
Sales |
3,761 | 4,015 | 7,548 | 7,954 | ||||||||||||||
Marketing |
24,787 | 31,551 | 51,019 | 62,801 | ||||||||||||||
Product development |
4,633 | 4,146 | 9,125 | 8,570 | ||||||||||||||
General and administrative |
11,609 | 9,185 | 23,309 | 19,167 | ||||||||||||||
Legal settlements |
| 3 | | 65 | ||||||||||||||
Acquisition, offering and related expenses and related party fees |
20 | 682 | 20 | 879 | ||||||||||||||
Depreciation and amortization |
14,844 | 12,587 | 29,355 | 24,356 | ||||||||||||||
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59,654 | 62,169 | 120,376 | 123,792 | |||||||||||||||
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Income from operations |
8,420 | 22,347 | 20,107 | 45,466 | ||||||||||||||
Interest and other expenses, net |
6,529 | 6,475 | 13,059 | 12,912 | ||||||||||||||
Change in fair value of contingent acquisition consideration |
2,949 | 355 | 4,098 | 398 | ||||||||||||||
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(Loss) income before income taxes |
(1,058 | ) | 15,517 | 2,950 | 32,156 | |||||||||||||
Income tax (benefit) expense |
(166 | ) | (759 | ) | 1,659 | 5,729 | ||||||||||||
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Net (loss) income |
$ | (892 | ) | $ | 16,276 | $ | 1,291 | $ | 26,427 | |||||||||
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Basic and diluted net (loss) income per share: |
||||||||||||||||||
Basic |
$ | (0.01 | ) | $ | 0.16 | $ | 0.01 | $ | 0.26 | |||||||||
Diluted |
(0.01 | ) | 0.16 | 0.01 | 0.26 | |||||||||||||
Weighted average common shares outstanding: |
||||||||||||||||||
Basic |
100,050,989 | 99,896,608 | 100,049,225 | 99,888,236 | ||||||||||||||
Diluted |
100,050,989 | 101,088,756 | 100,922,480 | 101,361,678 | ||||||||||||||
Comprehensive (loss) income |
$ | (874 | ) | $ | 16,307 | $ | 1,013 | $ | 26,610 | |||||||||
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Bankrate, Inc. and Subsidiaries
Non-GAAP Measures (unaudited)
($ in thousands, except per share data)
(Unaudited) | (Unaudited) | |||||||||||||||||
Three months ended | Six months ended | |||||||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||
Revenue |
$ | 105,546 | $ | 122,125 | $ | 213,994 | $ | 247,145 | ||||||||||
Gross margin excluding stock-based compensation (1) |
$ | 68,264 | $ | 84,655 | $ | 140,801 | $ | 169,606 | ||||||||||
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Gross margin excluding stock-based compensation % |
64.7 | % | 69.3 | % | 65.8 | % | 68.6 | % | ||||||||||
Adjusted EBITDA (2) |
$ | 26,164 | $ | 37,518 | $ | 54,603 | $ | 75,363 | ||||||||||
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Adjusted EBITDA margin |
24.8 | % | 30.7 | % | 25.5 | % | 30.5 | % | ||||||||||
Adjusted net income (3) |
$ | 10,316 | $ | 18,215 | $ | 22,474 | $ | 36,929 | ||||||||||
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Adjusted EPS |
$ | 0.10 | $ | 0.18 | $ | 0.22 | $ | 0.36 | ||||||||||
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Weighted average common shares outstanding (diluted): |
100,050,989 | 101,088,756 | 100,922,480 | 101,361,678 | ||||||||||||||
(1) |
Gross margin excluding stock-based compensation represents gross margin plus stock-based compensation classified as cost of revenue. | |||||||||||||||||
Reconciliation of gross margin excluding stock-based compensation | ||||||||||||||||||
Gross margin | $ | 68,074 | $ | 84,516 | $ | 140,483 | $ | 169,258 | ||||||||||
Stock-based compensation | 190 | 139 | 318 | 348 | ||||||||||||||
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Gross margin excluding stock-based compensation | $ | 68,264 | $ | 84,655 | $ | 140,801 | $ | 169,606 | ||||||||||
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(2) |
Adjusted net income adds back change in fair value of contingent acquisition consideration due to change in estimate; legal settlements; acquisition, offering and related expenses and related party fees; stock-based compensation; and amortization, net of tax. | |||||||||||||||||
Reconciliation of adjusted EBITDA | ||||||||||||||||||
Income from operations | $ | 8,420 | $ | 22,347 | $ | 20,107 | $ | 45,466 | ||||||||||
Legal settlements | | 3 | | 65 | ||||||||||||||
Acquisition, offering and related expenses and related party fees | 20 | 682 | 20 | 879 | ||||||||||||||
Stock-based compensation (5) | 2,880 | 1,899 | 5,121 | 4,597 | ||||||||||||||
Depreciation and amortization | 14,844 | 12,587 | 29,355 | 24,356 | ||||||||||||||
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Adjusted EBITDA | $ | 26,164 | $ | 37,518 | $ | 54,603 | $ | 75,363 | ||||||||||
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(3) |
Adjusted net income adds back non-recurring change in fair value of contingent acquisition consideration; legal settlements; acquisition, offering and related expenses and related party fees; stock-based compensation; and amortization, net of tax. | |||||||||||||||||
Reconciliation of adjusted net income | ||||||||||||||||||
(Loss) income before income taxes | $ | (1,058 | ) | $ | 15,517 | $ | 2,950 | $ | 32,156 | |||||||||
Change in fair value of contingent acquisition consideration due to change in estimate (4) | 1,261 | | 1,393 | | ||||||||||||||
Legal settlements | | 3 | | 65 | ||||||||||||||
Acquisition, offering and related expenses and related party fees | 20 | 682 | 20 | 879 | ||||||||||||||
Stock-based compensation (5) | 2,880 | 1,899 | 5,121 | 4,597 | ||||||||||||||
Amortization | 13,808 | 11,760 | 27,358 | 22,842 | ||||||||||||||
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Adjusted income before tax | 16,911 | 29,861 | 36,842 | 60,539 | ||||||||||||||
Income tax (6) | 6,595 | 11,646 | 14,368 | 23,610 | ||||||||||||||
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Adjusted net income | $ | 10,316 | $ | 18,215 | $ | 22,474 | $ | 36,929 | ||||||||||
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(4) |
Change in fair value of contingent acquisition consideration due to change in estimate represents changes in fair value attributable to changes in expected earnings of acquired businesses. | |||||||||||||||||
Reconciliation of change in fair value of contingent acquisition consideration | ||||||||||||||||||
Change in fair value of contingent acquisition consideration | $ | 2,949 | $ | 355 | $ | 4,098 | $ | 398 | ||||||||||
Less: Change in fair value due to passage of time | 1,688 | 355 | 2,705 | 398 | ||||||||||||||
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Change in fair value of contingent acquisition consideration due to change in estimate | $ | 1,261 | $ | | $ | 1,393 | $ | | ||||||||||
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(5) |
Stock-based compensation is recorded in the following line items: | |||||||||||||||||
Cost of revenue | $ | 190 | $ | 139 | $ | 318 | $ | 348 | ||||||||||
Sales | 433 | 277 | 777 | 691 | ||||||||||||||
Marketing | 313 | 190 | 577 | 476 | ||||||||||||||
Product development | 389 | 325 | 714 | 813 | ||||||||||||||
General and administrative | 1,555 | 968 | 2,735 | 2,269 | ||||||||||||||
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Total stock-based compensation expense | $ | 2,880 | $ | 1,899 | $ | 5,121 | $ | 4,597 | ||||||||||
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(6) |
Assumes 39% income tax rate. |
Exhibit 99.2
www.bankrate.com
FOR IMMEDIATE RELEASE
Bankrate, Inc. Announces Conditional Redemption of 11 3/4% Senior Secured Notes Due 2015
New York, NY July 25, 2013 Bankrate, Inc. (NYSE: RATE; the Company) today announced that it has delivered a Conditional Notice of Full Redemption (the Notice) to holders of its outstanding 11 3/4% Senior Secured Notes Due 2015 (the Notes). The Notice called for redemption all of the currently outstanding $195.0 million aggregate principal amount of Notes on August 24, 2013 (the Redemption Date). The redemption is conditioned upon the Companys completion of an offering of new senior unsecured notes (the New Notes) on or prior to the Redemption Date. The redemption price of the Notes is 105.875% of the principal amount redeemed, plus accrued and unpaid interest to but not including the redemption date. If the financing condition is satisfied, the redemption date will be August 24, 2013. If the financing condition is not satisfied, the Company may either withdraw and rescind the Notice or extend the redemption date by up to thirty days. If the redemption date is extended and the offering of the New Notes is not completed by such extended redemption date, then the Notice will be deemed to have been withdrawn and rescinded.
This press release is for informational purposes only and shall not constitute an offer to purchase the Notes or any other securities, or an offer to sell the New Notes or any other securities.
About Bankrate, Inc.
Bankrate is a leading publisher, aggregator and distributor of personal finance content on the Internet. Bankrate provides consumers with proprietary, fully researched, comprehensive, independent and objective personal finance editorial content across multiple vertical categories including mortgages, deposits, insurance, credit cards, and other categories, such as retirement, automobile loans, and taxes. The Bankrate network includes Bankrate.com, our flagship website, and other owned and operated personal finance websites, including, but not limited to, CreditCards.com, Interest.com, Bankaholic.com, Mortgage-calc.com, CreditCardGuide.com, InsuranceQuotes.com, CarInsuranceQuotes.com, AutoInsuranceQuotes.com, InsureMe.com, and NetQuote.com. Bankrate aggregates rate information from over 4,800 institutions on more than 300 financial products. With coverage of approximately 600 local markets in all 50 U.S. states, Bankrate generates over 172,000 distinct rate tables capturing, on average, over three million pieces of information weekly. Bankrate develops and provides web services to over 75 co-branded websites with online partners, including some of the most trusted and frequently visited personal finance sites on the Internet such as Yahoo!, CNN Money, CNBC and Comcast. In addition, Bankrate licenses editorial content to over 100 newspapers on a daily basis including The Wall Street Journal, USA Today, The New York Times, The Los Angeles Times and The Boston Globe.
Forward-Looking Statements
This news release contains forward-looking statements that involve risks and uncertainties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements are based on managements current beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future events and are not statements of fact, actual results may differ materially from those projected. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to, statements regarding the completion of the notes offering and the redemption of the Notes, as well other risks detailed in the Cautionary Statement Concerning Forward-Looking Statements, Risk Factors and other sections of the Companys Form 10-K and other filings with the SEC.
###
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
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