Bankrate 8-K/A Notes to Financial Statements

Exhibit 99.2

Bankrate, Inc.

Pro Forma Condensed Combined Balance Sheet

December 31, 2007

(Unaudited)

(In thousands)

	Historical Bankrate December 31, 2007		Historical InsureMe December 31, 2007		Pro Forma Adjustments			Pro Forma Combined
Assets
Cash and cash equivalents	$	125,058	$	1,471	$	(65,116	) (A)	$	61,413
Accounts receivable, net		19,052		1,121					20,173
Notes receivable-related parties		—		2,391		(2,391	) (C)		—
Deferred income taxes, current portion		878		—					878
Prepaid expenses and other current assets		5,350		187		—	(C)		5,537
Total current assets		150,338		5,170		(67,507	)		88,001
Furniture, fixtures and equipment, net		1,802		941					2,743
Deferred income taxes		3,671		—					3,671
Intangible assets, net		27,485		8		24,120	(B)		51,613
Goodwill		43,720		—		39,808	(B)		83,528
Other assets		1,338		15		—			1,353
Total assets	$	228,354	$	6,134	$	(3,579	)	$	230,909
Liabilities and Stockholders’ Equity
Liabilities:
Accounts payable	$	2,246	$	1,050				$	3,296
Accrued expenses		8,092		731					8,823
Deferred revenue		550		684					1,234
Note payable-related party		—		900		(900	) (D)		—
Other current liabilities		13		—		—			13
Total current liabilities		10,901		3,365		(900	)		13,366
Other liabilities		187		219		(129	) (B)		277
Total liabilities		11,088		3,584		(1,029	)		13,643
Stockholders’ equity:
Preferred stock		—		—					—
Common stock		189		1,560		(1,560	) (E)		189
Additional paid in capital		205,306		—					205,306
Retained earnings		11,771		990		(990	) (E)		11,771
Total stockholders' equity		217,266		2,550		(2,550	)		217,266
Total liabilities and stockholders' equity	$	228,354	$	6,134	$	(3,579	)	$	230,909

See accompanying notes to pro forma condensed combined financial statements.

Bankrate, Inc.

Pro Forma Condensed Combined Statement of Income

For the Year Ended December 31, 2007

(Unaudited)

(In thousands except share and per share data)

	Year Ended December 31, 2007
	Historical Bankrate		Historical InsureMe		Pro Forma Adjustments			Pro Forma Combined
Revenue:
Online publishing	$	83,695	$	27,409				$	111,104
Print publishing and licensing		11,897		—					11,897
Total revenue		95,592		27,409					123,001
Cost of revenue:
Online publishing		15,149		13,601					28,750
Print publishing and licensing		10,698		—					10,698
Total cost of revenue		25,847		13,601					39,448
Gross margin		69,745		13,808					83,553
Operating expenses:
Sales		6,384		1,196					7,580
Marketing		8,475		2,845					11,320
Product development		4,656		2,145					6,801
General and administrative		19,853		3,099					22,952
Depreciation and amortization		2,731		544		3,816	(F)		7,091
		42,099		9,829		3,816			55,744
Income from operations		27,646		3,979		(3,816	)		27,809
Interest and other income, net		6,688		186		(3,408	) (G)		3,466
Income before income taxes		34,334		4,165		(7,224	)		31,275
Income tax expense		14,280		—		(1,368	) (H)		12,912
Net income	$	20,054	$	4,165	$	(5,856	)	$	18,363
Basic and diluted net income per share:
Basic	$	1.09						$	1.00
Diluted	$	1.04						$	0.95
Shares used in computing basic net income per share		18,423,414							18,423,414
Shares used in computing diluted net income per share		19,356,039							19,356,039

See accompanying notes to pro forma condensed combined financial statements.

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(UNAUDITED)

(A) To reflect cash paid by Bankrate, Inc. (the “Company”) to acquire InsureMe, Inc. (“InsureMe”), including transaction costs.

(B) To reflect the fair value of intangible assets acquired and to reflect goodwill arising from the excess acquisition cost over the fair value of tangible and intangible assets acquired.

The purchase price, purchase price allocation and payment for the acquisition are summarized as follows:

(In thousands)
Total purchase price - cash paid	$	65,116
Net assets acquired		1,188
Excess purchase price over net assets acquired		63,928
Identified intangible assets		24,120
Goodwill	$	39,808

(C) To adjust for InsureMe note receivable and related accrued interest not acquired by the Company.

(D) To adjust for InsureMe note payable and related accrued interest not assumed by the Company.

(E) To eliminate the stockholders’ equity accounts of InsureMe.

(F) To adjust amortization expense reflecting the fair value of intangible assets acquired using the straight-line method over periods ranging from 1.5 to 10 years.

(G) To reflect the decrease in the Company’s interest income resulting from the decrease in cash used in the acquisition at an assumed average interest rate of 5.28%, and to adjust InsureMe’s interest income and expense related to note receivable and notes payable not acquired by the Company.

(H) To adjust the income tax provision for InsureMe’s financial results and the pro forma adjustments.