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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[Mark One]
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-25681
BANKRATE, INC.
(Exact name of registrant as specified in Its charter)
Florida 65-0423422
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11811 U.S. Highway One, Suite 101 33408
North Palm Beach, Florida (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (561) 627-7330
ilife.com, Inc.
(Former name if changed from last report)
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No__
---
The number of outstanding shares of the issuer's common stock as of October 31,
2000, is as follows: 13,996,950 shares of Common Stock, $.01 par value.
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Bankrate, Inc. and Subsidiary
Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2000
Index
PART I. FINANCIAL INFORMATION PAGE NO.
Item 1. Interim Condensed Consolidated Financial Statements (Unaudited):
Condensed Consolidated Balance Sheets at September 30, 2000 and December 31, 1999........................... 3
Condensed Consolidated Statements of Operations for the three and nine months ended
September 30, 2000 and 1999........................................................................ 4
Condensed Consolidated Statements of Cash Flows for the nine months ended
September 30, 2000 and 1999....................................................................... 5
Notes to Condensed Consolidated Financial Statements........................................................ 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations..................................................................................... 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk.................................................. 21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................................................................... 21
Item 2. Changes in Securities and Use of Proceeds................................................................... 22
Item 3. Defaults Upon Senior Securities............................................................................. 22
Item 4. Submission of Matters to a Vote of Security Holders......................................................... 22
Item 5. Other Information........................................................................................... 22
Item 6. Exhibits and Reports on Form 8-K............................................................................ 23
Signatures............................................................................................................. 23
2
Part I - FINANCIAL INFORMATION
Item 1. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Bankrate, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
September 30, December 31,
2000 1999
---- ----
Assets
Cash and cash equivalents $ 9,604,405 $ 22,491,794
Accounts receivable, net 1,580,229 1,449,765
Net assets of discontinued operations held for sale - 3,880,595
Other current assets 405,143 383,292
-------------- --------------
Total current assets 11,589,777 28,205,446
Furniture, fixtures and equipment, net 1,918,282 2,021,126
Intangible assets, net 182,824 951,290
Other assets 208,303 1,421,714
-------------- --------------
Total assets $ 13,899,186 $ 32,599,576
============== ==============
Liabilities and Stockholders' Equity
Liabilities:
Accounts payable $ 725,809 $ 2,340,832
Accrued stock compensation expense 2,240,739 1,159,309
Other accrued expenses 2,522,843 5,886,919
Deferred revenue 572,264 656,058
Current portion of obligations under capital leases 234,695 221,151
Other current liabilities 151,669 127,860
-------------- --------------
Total current liabilities 6,448,019 10,392,129
10% Convertible subordinated note payable 4,350,000 4,350,000
Other liabilities 563,045 412,002
-------------- --------------
Total liabilities 11,361,064 15,154,131
-------------- --------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, 10,000,000 shares authorized and undesignated - -
Common stock, par value $.01 per share-- 100,000,000 shares
authorized; 13,996,950 and 13,540,988 shares issued and outstanding
at September 30, 2000 and December 31, 1999, respectively 139,969 135,410
Additional paid in capital 60,631,852 59,543,111
Accumulated deficit (58,233,699) (42,233,076)
-------------- --------------
Total stockholders' equity 2,538,122 17,445,445
-------------- --------------
Total liabilities and stockholders' equity $ 13,899,186 $ 32,599,576
============== ==============
See accompanying notes to condensed consolidated financial statements.
3
Bankrate, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
---- ---- ---- ----
Revenue:
Online publishing $ 3,012,405 $ 2,416,785 $ 9,072,950 $ 5,712,470
Print publishing and licensing 711,639 880,052 2,203,029 2,622,588
------------ ------------ ------------ -------------
Total revenue 3,724,044 3,296,837 11,275,979 8,335,058
------------ ------------ ------------ -------------
Cost of revenue:
Online publishing 1,697,350 1,457,502 6,106,000 3,476,712
Print publishing and licensing 454,767 584,720 1,540,014 1,775,690
------------ ------------ ------------ -------------
Total cost of revenue 2,152,117 2,042,222 7,646,014 5,252,402
------------ ------------ ------------ -------------
Gross margin 1,571,927 1,254,615 3,629,965 3,082,656
------------ ------------ ------------ -------------
Operating expenses:
Sales 795,531 791,486 2,482,999 2,114,750
Marketing 263,055 6,120,492 3,263,543 8,821,247
Product development 429,124 544,873 1,565,310 1,330,767
General and administrative expenses 2,415,989 1,620,248 5,999,481 3,358,355
Restructuring and impairment charges 843,185 - 2,141,282 -
Depreciation and amortization 222,874 160,085 678,150 336,620
Goodwill amortization 73,594 24,531 220,780 24,531
Noncash stock based compensation 130,488 351,152 1,145,088 2,970,019
------------ ------------ ------------ -------------
5,173,840 9,612,867 17,496,633 18,956,289
------------ ------------ ------------ -------------
Loss from operations (3,601,913) (8,358,252) (13,866,668) (15,873,633)
------------ ------------ ------------ -------------
Other income (expense):
Interest income 164,681 464,013 582,675 713,463
Interest expense (125,570) (67,041) (373,265) (107,064)
Noncash financing charge - - - (2,656,000)
Other - 3,698 - 14,155
------------ ------------ ------------ -------------
Other income (expense), net 39,111 400,670 209,410 (2,035,446)
------------ ------------ ------------ -------------
Loss before income taxes and discontinued operations (3,562,802) (7,957,582) (13,657,258) (17,909,079)
Income taxes from continuing operations - - - -
------------ ------------ ------------ -------------
Loss before discontinued operations (3,562,802) (7,957,582) (13,657,258) (17,909,079)
------------ ------------ ------------ -------------
Discontinued operations:
Loss from discontinued operations (248,217) (542,740) (3,214,577) (542,740)
Gain on disposal of discontinued operations 871,212 - 871,212 -
------------ ------------ ------------ -------------
622,995 (542,740) (2,343,365) (542,740)
------------ ------------ ------------ -------------
Net loss (2,939,807) (8,500,322) (16,000,623) (18,451,819)
Accretion of Convertible Series A and
Series B preferred stock to redemption value - - - (2,281,000)
------------ ------------ ------------ -------------
Net loss applicable to common stock $ (2,939,807) $ (8,500,322) $(16,000,623) $ (20,732,819)
============ ============ ============ =============
Basic and diluted net loss per share:
Loss before discontinued operations $ (0.25) $ (0.59) $ (0.99) $ (2.25)
Discontinued operations 0.04 (0.04) (0.17) (0.06)
------------ ------------ ------------ -------------
Net loss applicable to common stock $ (0.21) $ (0.63) $ (1.16) $ (2.31)
============ ============ ============ =============
Weighted average shares outstanding used in
basic and diluted per-share calculation 13,987,077 13,477,945 13,831,099 8,959,022
============ ============ ============ =============
See accompanying notes to condensed consolidated financial statements.
4
Bankrate, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended
September 30,
2000 1999
---- ----
Cash flows from operating activities:
Continuing operations-
Net loss $ (13,657,258) $(18,451,819)
------------- ------------
Adjustments to reconcile net loss to net cash used
in operating activities:
Loss from discontinued operations 3,214,577 -
Gain on disposal of discontinued operations (871,212) -
Goodwill impairment charge 475,913 -
Depreciation and amortization 898,930 551,645
Allowance for doubtful accounts 235,599 -
Noncash stock compensation 1,145,088 2,970,019
Noncash financing charge - 2,656,000
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (354,682) (1,051,716)
(Increase) decrease in deferred initial public offering costs - (1,014,369)
(Increase) decrease in other assets 1,226,115 (1,454,197)
Increase (decrease) in accounts payable (1,615,023) 3,204,348
Increase (decrease) in accrued expenses (3,228,119) 2,814,536
Increase (decrease) in other current liabilities 350,059 304,486
Increase (decrease) in deferred revenue (83,794) 35,794
------------- ------------
Total adjustments 1,393,451 9,016,546
------------- ------------
Net cash used in continuing operations (12,263,807) (9,435,273)
Net cash used in discontinued operations (5,394,547) -
------------- ------------
Net cash used in operating activities (17,658,354) (9,435,273)
------------- ------------
Cash flows provided by (used in) investing activities:
Purchases of equipment (488,814) (1,058,346)
Proceeds from sale of businesses 4,391,800 -
Acquisitions, net of cash acquired - (903,439)
------------- ------------
Net cash provided by (used in) investing activities 3,902,986 (1,961,785)
------------- ------------
Cash flows from financing activities:
Loans from stockholders - 1,000,000
Principal payments on capital lease obligations (161,663) (165,474)
Proceeds from exercise of stock options 31,802 -
Proceeds from issuance of common stock, net 997,840 42,315,000
------------- ------------
Net cash provided by financing activities 867,979 43,149,526
------------- ------------
Net increase (decrease) in cash and cash equivalents (12,887,389) 31,752,468
Cash and equivalents, beginning of period 22,491,794 1,633,100
------------- ------------
Cash and equivalents, end of period $ 9,604,405 $ 33,385,568
============= ============
Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ 47,015 $ 57,951
============= ============
Supplemental schedule of noncash investing and finance activities:
Equipment acquired under capital leases $ - $ 314,000
============= ============
Accretion of Series A and Series B preferred stock to redemption value $ - $ 2,281,000
============= ============
Issuance of common stock for business acquired $ - $ 584,000
============= ============
Convertible subordinated note issued in connection with business acquired $ - $ 4,350,000
============= ============
See accompanying notes to condensed consolidated financial statements.
5
BANKRATE, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
The Company
Bankrate, Inc. (the "Company") is an Internet consumer banking marketplace
which owns and operates a portfolio of Internet-based personal finance channels
including banking, investing, taxes and small business finance. The Company's
flagship site, Bankrate.com, is an aggregator of information on over 100
financial products including mortgages, credit cards, new and used automobile
loans, money market accounts, certificates of deposit, checking and ATM fees,
home equity loans and online banking fees. Additionally, the Company provides
financial applications and information to a network of distribution partners and
also through national and state publications. The Company's former wholly-owned
subsidiary, Professional Direct Agency, Inc. ("Pivot"), is a virtual insurance
agency and fulfillment/call center specializing in direct insurance sales over
the Internet and through other direct media. The Company is organized under the
laws of the state of Florida.
On September 20, 2000, the Company changed its name from ilife.com, Inc. to
Bankrate, Inc.
The Company has incurred net losses in each of its last four fiscal years.
The Company had an accumulated deficit of approximately $58 million as of
September 30, 2000 and anticipates that it will incur operating losses
and negative cash flows in the foreseeable future.
The Company is working to manage its cash by actively controlling expenses
and pursuing additional sources of revenue. For instance, the Company
substantially reduced marketing expenditures beginning in January 2000 compared
to the second half of 1999, and has followed through with plans to sell or
curtail development of certain under-performing, non-core business units. The
Company sold CPNet.com in May 2000, sold Pivot in July 2000, and shut down and
sold certain assets of Consejero.com in August 2000 (see Note 5). These
divestitures yielded cash to the Company of $4,392,000 and will result in lower
operating expenses. In June 2000, the Company reduced employment levels of
continuing operations by approximately 10% and began efforts to consolidate its
physical locations. Based on these actions and the Company's current plan, the
Company believes its existing liquidity and capital resources will be sufficient
to satisfy its cash requirements through 2001. There are no assurances that such
actions will ensure cash sufficiency through 2001 or that reducing marketing
expenses would not potentially curtail revenue growth.
The Company may consider additional options, which include, but are not
limited to, the following: forming strategic partnerships or alliances;
considering other strategic alternatives, including a merger or sale of the
Company, or an acquisition; or raising new debt and/or equity capital. There can
be no assurance that the Company will be able to raise such funds or realize its
strategic alternatives on favorable terms or at all.
Further, due to the legal matters discussed in Note 3, which the Company
intends to vigorously defend, management could be required to spend significant
amounts of time and resources defending these matters which may impact the
operations of the Company.
Basis of Presentation
The unaudited interim condensed consolidated financial statements for the
three and nine months ended September 30, 2000 and 1999, included herein have
been prepared in accordance with the instructions for Form
6
10-Q under the Securities Exchange Act of 1934, as amended, and Article 10 of
Regulation S-X under the Securities Act of 1933, as amended. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations relating to interim financial
statements.
In the opinion of management, the accompanying unaudited interim condensed
consolidated financial statements reflect all adjustments, consisting only of
normal, recurring adjustments, necessary to present fairly the financial
position of the Company at September 30, 2000, and the results of its operations
and its cash flows for the three and nine months ended September 30, 2000 and
1999, respectively. The results for the three and nine months ended September
30, 2000 are unaudited and are not necessarily indicative of the expected
results for the full year or any future period.
The unuaudited condensed consolidated financial statements included herein
should be read in conjunction with the financial statements and related
footnotes included in the Company's Annual Report on Form 10-K, as amended, for
the year ended December 31, 1999, filed with the Securities and Exchange
Commission.
Net Loss Per Share
Basic earnings per share is computed using the weighted average number of
common shares outstanding during the period. Diluted earnings per share is also
computed using the weighted average number of common shares outstanding during
the period. Common stock equivalents, consisting of stock options and a
convertible subordinated promissory note payable, have been excluded from the
computation of diluted earnings per share as their effect is anti-dilutive.
Reclassification
Certain amounts reported in prior periods have been reclassified to conform
with the current presentation.
NOTE 2 - SEGMENT INFORMATION
The Company elected to change the reporting of its business segments
as of July 1, 2000, and restated its prior periods to conform with this revised
segment reporting. The Company formerly reported operating in three business
divisions consisting of six reportable segments. The three business divisions
consisted of online publishing, print publishing and licensing and insurance
sales. The online publishing division is primarily engaged in the sale of
advertising, sponsorships, and hyperlinks in connection with our Internet site
Bankrate.com, and our former separate sites theWhiz.com, IntelligentTaxes.com,
GreenMagazine.com, Consejero.com and CPNet.com. Bankrate.com, theWhiz.com,
Consejero.com, and GreenMagazine.com constituted segments within this division.
CPNet.com was sold on May 17,2000 and Consejero.com was shut down on August 31,
2000, while theWhiz.com, IntelligentTaxes.com and GreenMagazine.com were
incorporated into channels of Bankrate.com. The former insurance division, which
was sold on July 14, 2000, constituted a segment and operated through a vitual
insurance agency and fulfillment/call center specializing in direct insurance
sales on the Internet and through other direct media.
The Company currently operates in two reportable business segments: online
publishing, and print publishing and licensing. The online publishing division
is primarily engaged in the sale of advertising, sponsorships, and hyperlinks in
connection with our Internet site Bankrate.com. The print publishing and
licensing division and segment is primarily engaged in the sale of advertising
in the Consumer Mortgage Guide rate tables, newsletter subscriptions and
licensing of research information. We also charge a commission for the placement
of the Consumer Mortgage Guide in a print publication. The Company evaluates the
performance of its operating segments based on segment profit (loss).
Although no one customer accounted for greater than 10% of total revenues
for the three and nine months ended September 30, 2000 and 1999, the five
largest customers accounted for approximately 26% and 22%, and 16% and 15%,
respectively, of total revenues for those periods.
Summarized segment information as of September 30, 2000 and 1999, and for
the three and nine months ended September 30, 2000 and 1999, is presented below
along with information for the year ended December 31, 1999 restated to conform
with the revised segment reporting.
7
Print
Online Publishing
Publishing and Licensing Other Total
---------- ------------- ----- -----
Nine Months Ended September 30, 2000:
Revenue $ 9,072,950 $ 2,203,029 $ - $ 11,275,979
Cost of revenue 6,106,000 1,540,014 - 7,646,014
Gross margin 2,966,950 663,015 - 3,629,985
Sales 2,482,999 - - 2,482,999
Marketing 3,263,543 - - 3,263,543
Product development 1,095,717 469,593 - 1,565,310
General and administrative expenses 4,827,341 1,172,140 - 5,999,481
Restructuring and impairment charges - - 2,141,282 2,141,282
Depreciation and amortization 474,705 203,445 - 678,150
Goodwill amortization 220,780 - - 220,780
Noncash based stock compensation - - 1,145,088 1,145,088
Other income, net - - 209,410 209,410
Discontinued operations - - (2,343,365) (2,343,365)
Net loss (9,398,135) (1,182,163) (5,420,325) (16,000,623)
Total assets $ 3,306,590 $ 988,191 $ 9,604,405 $ 13,899,186
Print
Online Publishing
Publishing and Licensing Other Total
---------- ------------- ----- -----
Nine Months Ended September 30, 1999:
Revenue $ 5,712,470 $ 2,622,588 $ - $ 8,335,058
Cost of revenue 3,476,712 1,775,690 - 5,252,402
Gross margin 2,235,758 846,898 - 3,082,656
Sales 2,114,750 - - 2,114,750
Marketing 8,821,247 - - 8,821,247
Product development 931,537 399,230 - 1,330,767
General and administrative expenses 2,702,221 656,134 - 3,358,355
Depreciation and amortization 235,634 100,986 - 336,620
Goodwill amortization 24,531 - - 24,531
Noncash based stock compensation - - 2,970,019 2,970,019
Other income (expense), net - - (2,035,446) (2,035,446)
Discontinued operations - - (542,740) (542,740)
Net loss (12,594,162) (309,452) (5,548,205) (18,451,819)
Total assets $ 4,254,477 $ 1,523,039 $ 38,839,320 $ 44,616,836
Print
Online Publishing
Publishing and Licensing Other Total
---------- ------------- ----- -----
Three Months Ended September 30, 2000:
Revenue $ 3,012,405 $ 711,639 $ - $ 3,724,044
Cost of revenue 1,697,350 454,767 - 2,152,117
Gross margin 1,315,055 256,872 - 1,571,927
Sales 795,531 - - 795,531
Marketing 263,055 - - 263,055
Product development 300,387 128,737 - 429,124
General and administrative expenses 1,943,968 472,021 - 2,415,989
Restructuring and impairment charges - - 843,185 843,185
Depreciation and amortization 156,012 66,862 - 222,874
Goodwill amortization 73,594 - - 73,594
Noncash based stock compensation - - 130,488 130,488
Other income, net - - 39,111 39,111
Discontinued operations - - 622,995 622,995
Net loss (2,217,492) (410,748) (311,567) (2,939,807)
Total assets $ 3,306,590 $ 988,191 $ 9,604,405 $ 13,899,186
Print
Online Publishing
Publishing and Licensing Other Total
---------- ------------- ----- -----
Three Months Ended September 30, 1999:
Revenue $ 2,416,785 $ 880,052 $ - $ 3,296,837
Cost of revenue 1,457,502 584,720 - 2,042,222
Gross margin 959,283 295,332 - 1,254,615
Sales 791,486 - - 791,486
Marketing 6,120,492 - - 6,120,492
Product development 381,411 163,462 - 544,873
General and administrative expenses 1,187,742 432,506 - 1,620,248
Depreciation and amortization 112,059 48,026 - 160,085
Goodwill amortization 24,531 - - 24,531
Noncash based stock compensation - - 351,152 351,152
Other income, net - - 400,670 400,670
Discontinued operations - - (542,740) (542,740)
Net loss (7,658,438) (348,662) (493,222) (8,500,322)
Total assets $ 4,254,477 $ 1,523,039 $ 38,839,320 $ 44,616,836
Print
Online Publishing
Publishing and Licensing Other Total
---------- ------------- ----- -----
Year Ended December 31, 1999
Revenue $ 8,496,905 $ 3,472,780 $ - $ 11,969,685
Cost of revenue 3,281,940 2,378,127 - 5,660,067
Gross margin 5,214,965 1,094,653 - 6,309,618
Sales - - 2,850,669 2,850,669
Marketing 17,078,673 - - 17,078,673
Product development - - 2,984,283 2,984,283
General and administrative expenses - - 7,206,075 7,206,075
Depreciation and amortization - - 509,897 509,897
Goodwill amortization 98,124 - - 98,124
Noncash based stock compensation - - 3,305,104 3,305,104
Noncash financing charge - - 2,656,000 2,656,000
Other income (expense), net - - 1,030,669 1,030,669
Segment profit (loss) (11,961,832) 1,094,653 (18,481,359) (29,348,538)
Discontinued operations - - (2,139,792) (2,139,792)
Net loss (11,961,832) 1,094,653 (20,621,151) (31,488,330)
Total assets $ 4,350,809 $ 1,864,632 $ 27,246,316 $ 33,461,757
8
NOTE 3 - COMMITMENTS AND CONTINGENCIES
In September 1999, the Company entered into a lease agreement for a new
office facility to be constructed in northern Palm Beach County, Florida. The
Company provided to the developer a $300,000 letter of credit as a security
deposit. The lease provides an initial lease term of ten years commencing from
the date of occupancy and includes two five-year renewal options. The annual
base rent during the initial term ranges from $660,000 in the first two years to
$760,000. The lease contemplated that occupancy would commence on September 15,
2000. In connection with the lease agreement, the Company also entered into an
agreement with the developer to purchase an adjoining tract of land for
$609,000. The Company paid a deposit of $60,000 to close the transaction no
later than June 30, 2000, which is being held in escrow. Subsequent to a dispute
with the developer with respect to the lease agreement and the agreement to
purchase the adjacent tract, on August 3, 2000, the developer made demand on the
bank that issued the letter of credit and the bank paid the developer the full
$300,000 under the letter of credit. On August 14, 2000, the developer filed
claims against the Company alleging breach of contract under the lease agreement
and the agreement to purchase the adjacent tract, and seeks damages in excess of
$500,000 plus attorneys fees and costs. The Company has filed counterclaims and
intends to vigorously defend against both of these matters. While acknowledging
the uncertainties of litigation, the Company believes that these matters will be
resolved without a material adverse impact on the Company's financial position
or results of operations.
On March 28, 2000, a purported class-action lawsuit was filed against the
Company in the United States District Court for the Southern District of New
York. The suit alleges that the Company violated federal securities laws by,
among other things, misrepresenting and/or omitting material information
concerning the Company's financial results for the quarter ended March 31, 1999,
and other financial information, in the Company's registration statement filed
with the Securities and Exchange Commission in connection with the Company's
initial public offering. The action was filed purportedly on behalf of all
stockholders who purchased shares of the Company's common stock during the
period from May 13, 1999, through March 27, 2000. The Company has filed a motion
to dismiss this complaint and intends to vigorously defend against the lawsuit.
The Company has accrued an appropriate amount and, in the opinion of management,
the ultimate disposition of this matter will not have a material adverse effect
on the Company's financial position, results of operations or liquidity.
On February 25, 2000, the Company announced that William P. Anderson resigned
as its President and Chief Executive Officer and as a director. Under the terms
of his Executive Employment Agreement entered into on March 10, 1999, Mr.
Anderson will receive cash compensation totaling approximately $150,000 and will
continue to vest in his stock options through November 15, 2000, which resulted
in a noncash charge of approximately $860,000. Both the cash charge ($150,000)
and the noncash charge ($860,000) were recorded in the quarter ended March 31,
2000. Further, in accordance with the terms of his agreement, if there is a
change in control of the Company prior to November 15, 2000, Mr. Anderson would
immediately vest in 100% of the remaining unvested shares and accordingly, an
additional noncash charge would be recorded at that time.
On April 5, 2000, Jeffrey M. Cunningham was appointed to the Company's Board
of Directors as non-executive chairman. In accordance with the terms of a Stock
Purchase Plan and Subscription Agreement (the "Purchase Agreement") entered into
on that date, Mr. Cunningham purchased 431,499 shares of the Company's common
stock for $997,840 in cash (or $2.313 per share). The purchase price of the
shares is equal to the closing price per share of the Company's common stock on
April 5, 2000, as reported by the Nasdaq National Market. The Purchase Agreement
provided that the Company must hold the purchase price in escrow until the date
and time the Company's stockholders vote on a proposal to ratify and approve the
issuance and sale of the shares under the Purchase Agreement. The stockholders
approved the proposal at the annual meeting of the Company's stockholders held
on June 8, 2000 (market value $1.875) and the purchase price was released from
escrow to the Company and the Company delivered the shares to Mr. Cunningham. In
addition, on April 5, 2000, Mr. Cunningham was granted stock options under the
1999 Equity Compensation Plan to purchase 141,905 shares of common stock at
$4.50 per share and 125,622 shares at $3.75 per share. One-half of the options
vest and become exercisable on March 31, 2001, and the balance vest and become
exercisable in equal monthly increments commencing on April 30, 2001 and
concluding on March 31, 2002. The Company will recognize compensation expense of
approximately $217,000 over the vesting period.
9
On April 27, 2000, Elisabeth DeMarse was appointed to the Company's Board of
Directors as well as elected President and Chief Executive Officer of the
Company. Ms. DeMarse entered into an employment agreement with the Company on
that date. Pursuant to the terms of her employment agreement, Ms. DeMarse is
entitled to receive an annual base salary of $300,000 and a bonus of $100,000
payable in quarterly installments. The Company has agreed to provide other
benefits, including $500,000 in term life insurance and participation in the
Company's benefit plans available to other executive officers. Under the terms
of the employment agreement, Ms. DeMarse agrees to assign to the Company all of
her copyrights, trade secrets and patent rights that relate to the business of
the Company. Additionally, during the term of her employment and for a period of
one year thereafter, Ms. DeMarse agrees not to compete with the Company and not
to recruit any of the Company's employees, unless the Company terminates her
without cause or she resigns for good reason. Upon Ms. DeMarse's termination of
employment for certain reasons (i.e., without cause, disability, resignation for
good reason (as defined in the agreement), or a change of control), the Company
agrees to pay her a severance equal to 12 months' base salary, as well as
reimburse her for health, dental and life insurance coverage premiums for one
year after such termination. The agreement terminates on April 27, 2002, unless
otherwise extended by the parties. Ms. DeMarse was also granted options to
purchase 541,936 shares of the Company's common stock under the 1999 Equity
Compensation Plan at $2.688 per share, the fair market value on the date of
grant. The options vest over a 24 month period. The options vest as to 25% of
the shares six months from the date of grant; and as to the remaining 75%, in
equal monthly installments over the next 18 months thereafter, with 100% vesting
on the second anniversary of the date of grant.
NOTE 4 - RESTRUCTURING AND IMPAIRMENT CHARGES
In the quarter ended June 30, 2000, the Company recorded a restructuring
charge of approximately $1,298,000, or $0.09 per share, as a result of
implementing certain strategic reorganization initiatives. Approximately
$364,000 of this charge pertained to severance, legal and other employee related
costs incurred in connection with a reduction of approximately 10% of the
workforce in continuing operations and the elimination of positions in under-
performing, non-core business units. Approximately $145,000 of this amount was
paid in the quarter ending September 30, 2000. The remaining $934,000 of this
charge relates to the write-off of certain costs, primarily software, licenses
and other installation costs, of an abandoned systems installation.
In the quarter ended September 30, 2000, the Company recorded restructuring
and impairment charges of approximately $843,000, or $0.06 per share, as a
result of continuing strategic reorganization initiatives. Approximately $88,000
of this charge pertained to severance, legal and other employee related costs
incurred in connection with a further reduction of the workforce. This amount
will be paid in the fourth quarter. Approximately $279,000 relates to the shut
down and sale of assets of Consejero.com (see Note 5) and other non-core assets.
On August 27, 1999, the Company acquired certain assets and assumed certain
liabilities of Green Magazine, Inc. ("Green") for approximately $831,000
including acquisition costs. Substantially all of the purchase price was
allocated to goodwill. During the quarter ended September 30, 2000, a decision
was made to stop publishing the print version of Green Magazine. Additionally,
due to lower than expected traffic levels visiting GreenMagazine.com and
continued negative operational cash flows, a revised operating plan was
developed and GreenMagazine.com was incorporated into a channel of Bankrate.com.
After evaluating the recoverability of the intangible asset, the Company
recorded an impairment charge of approximately $476,000 to write the goodwill
down to estimated fair value.
NOTE 5 - DIVESTITURES
On May 17, 2000, the Company sold the assets of The College Press Network
(CPNet.com) to Colleges.com, Inc. for 190,000 shares of Colleges.com, Inc.
common stock of which 125,041 shares were delivered at the time of closing. The
transfer of the remaining 64,959 shares is contingent upon the Company assigning
certain contracts to Colleges.com, Inc. through February 2001. The Company
recorded such shares at the net book value of the CPNet.com assets which, at the
time of the sale, was approximately $71,000.
10
On July 14, 2000, the Company sold Pivot, its wholly-owned online insurance
subsidiary, for $4,350,000 in cash. In connection with the sale, the Company
agreed to indemnify the buyer for liability of up to $1,000,000 in connection
with a litigation matter between Pivot and its co-founders and The Midland Life
Insurance Company, Pivot's former parent company. The outcome of this matter is
uncertain at this time. Management has excluded any costs contingent on the
outcome of this litigation from the calculation of the gain on sale. Pivot's
results of operations have been classified as discontinued operations in the
accompanying condensed consolidated statements of operations. The Company
recorded a gain on the sale of $871,212 in the quarter ending September 30,
2000.
Summary operating results of discontinued operations for the three and nine
months ended September 30, 2000 and 1999 are as follows:
2000 1999
Three Months Nine Months Three Months and Nine Months
------------- ------------ ----------------------------
Revenue $ 9,058 $ 384,278 $ 36,433
Costs and expenses 257,275 3,598,855 581,620
Operating loss (248,217) (3,214,577) (542,740)
On August 31, 2000, the Company shut down the operations of Consejero.com and
sold certain of its assets including fixed assets, software licenses and other
intangible assets, to Consejero Holdings, LLC for $41,800 in cash resulting in a
loss of approximately $86,000. Additionally, the Company recorded approximately
$193,000 in charges for severance and other related shut down costs. These
charges and the loss on the sale are included in Restructuring and Impairment
Charges in the accompanying condensed consolidated statement of operations (see
Note 4).
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Bankrate, Inc. has included in this filing certain "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
including, without limitation, statements regarding our expectations, beliefs,
intentions or future strategies that are signified by words such as "expects",
"anticipates", "intends", "believes", "may", "could", "should", "would" or
similar language. All forward-looking statements included in this document are
based on information available to the Company on the date hereof, and the
Company assumes no obligation to update any such forward-looking statements.
Actual results could differ materially from those projected in the forward-
looking statements. Any such forward-looking statements are not guarantees of
future performance and involve risks and uncertainties. Important factors that
could cause actual results to differ materially from those in forward-looking
statements include but are not limited to the following--our success depends on
Internet advertising revenue, interest rate activity and mortgage refinancing,
establishing and maintaining distribution agreements and increasing brand
awareness of our Web site; our markets are highly competitive; our Web site may
encounter technical problems and service interruptions; we rely on the
protection of our intellectual property; future government regulation of the
Internet is uncertain and subject to change; our success depends on retaining
management and key employees; and our stock price may be volatile in the future.
Additional information concerning these and other risk factors are set forth in
the Company's Annual Report on Form 10-K, as amended, for the year ended
December 31, 1999 and in this Quarterly Report on Form 10-Q.
Overview
Bankrate, Inc. (the "Company") is an Internet consumer banking marketplace
which owns and operates a portfolio of Internet-based personal finance channels
including banking, investing, taxes and small business finance. The Company's
flagship site, Bankrate.com, is an aggregator of information on over 100
financial products including mortgages, credit cards, new and used automobile
loans, money market accounts, certificates of deposit, checking and ATM fees,
home equity loans and online banking fees. Additionally, the Company provides
financial applications and information to a network of distribution partners and
also through national and state publications. The Company's former wholly-owned
subsidiary, Professional Direct Agency, Inc. ("Pivot"), is a virtual insurance
agency and fulfillment/call center specializing in direct insurance sales over
the Internet and through other direct media.
Content from Bankrate.com is published on co-branded Internet sites through
more than 130 partners, including NBCi (NASDAQ: NBCI), Yahoo! (NASDAQ: YHOO),
CNN, America Online (NYSE: AOL) and Smart Money. The Company's original research
is also distributed through more than 120 national, regional and local print
publications. Bankrate.com has an average of approximately 1.6 million unique
visitors per month connecting with over 4,000 financial institutions in 126
markets in all 50 states.
11
The Company's online operations are the principal focus of its activities
today. Prior to 1995, the Company's principal businesses were the publication of
print newsletters and syndication of bank and credit product research to
newspapers and magazines. In 1995, the Company introduced the Consumer Mortgage
Guide, which is an advertisement for newspapers consisting of product and rate
information in tabular form from local mortgage companies that pay a weekly fee
for inclusion in the table.
The Company believes that the recognition of its research as a leading source
of independent, objective information on banking and credit products is
essential to its success. As a result, the Company has sought to maximize
distribution of its research to gain brand recognition as a research authority.
The Company is seeking to build greater brand awareness and reach a greater
number of online users.
The Company is working to manage its cash by actively controlling expenses
and pursuing additional sources of revenue. For instance, the Company
substantially reduced marketing expenditures beginning in January 2000 compared
to the second half of 1999, and has followed through with plans to sell or
curtail development of certain under-performing, non-core business units. The
Company sold CPNet.com in May 2000, sold Pivot in July 2000, and shut down and
sold certain assets of Consejero.com in August 2000 (see Note 5 to the condensed
consolidated financial statements included herein). These divestitures yielded
cash to the Company of $4,392,000 and will result in lower operating expenses.
In June 2000, the Company reduced employment levels of continuing operations by
approximately 10% and began efforts to consolidate its physical locations. Based
on these actions and the Company's current plan, the Company believes its
existing liquidity and capital resources will be sufficient to satisfy its cash
requirements through 2001. There are no assurances that such actions will ensure
cash sufficiency through 2001 or that reducing marketing expenses would not
potentially curtail revenue growth.
The Company may consider additional options, which include, but are not
limited to, the following: forming strategic partnerships or alliances;
considering other strategic alternatives, including a merger or sale of the
Company, or an acquisition; or raising new debt and/or equity capital. There can
be no assurance that we will be able to raise such funds or realize our
strategic alternatives on favorable terms or at all.
Further, due to the legal matters discussed in Note 3 to the condensed
consolidated financial statements included herein, which the Company intends to
vigorously defend, management could be required to spend significant amounts of
time and resources defending these matters which may impact the operations of
the Company.
Recent Developments
On August 20, 1999, the Company acquired Pivot pursuant to a Stock Purchase
Agreement, dated August 20, 1999, by and between the Company, the shareholders
of Pivot, and The Midland Life Insurance Company ("Midland"), a note and warrant
holder of Pivot (the "Pivot Agreement"), for approximately $4,744,000 including
acquisition costs. Pursuant to the Pivot Agreement, the Company acquired a 100%
interest in Pivot and as a result of the acquisition, Pivot became a wholly-
owned subsidiary. The transaction was accounted for using the purchase method of
accounting. The net assets acquired were estimated to be at fair market value.
12
The excess of the purchase price over the fair value of the net assets acquired
(approximately $4,609,000) was recorded as goodwill and was amortized over three
years, the expected benefit period. The total consideration paid in connection
with the acquisition consisted of $290,000 in cash paid to the Pivot
shareholders and a $4,350,000 five-year convertible subordinated note to
Midland. The note bears interest at 10% and is due in one payment on August 20,
2004. Interest is due beginning on August 20, 2002 and thereafter every six
months until conversion or payment in full. The note is convertible at any time
by Midland into 625,000 shares of our common stock. The Company has the right to
require conversion beginning any time after the earlier of (1) August 20, 2000
or (2) the date that the Company files a registration statement under the
Securities Act of 1933, as amended (the "Act"), registering the conversion
shares for sale under the Act; provided that, within the 55-day period
immediately prior to the date the Company notifies Midland of the required
conversion, the closing price of our common stock has been at least $10.00 per
share for at least twenty consecutive trading days. On July 14, 2000, the
Company sold Pivot for $4,350,000 in cash. Pivot's results of operations have
been classified as discontinued operations in the accompanying condensed
consolidated statements of operations.
On August 27, 1999, the Company acquired certain assets and assumed certain
liabilities of Green Magazine, Inc. ("Green") pursuant to an Asset Purchase
Agreement, dated August 27, 1999, by and among the Company, Green, Kenneth A.
Kurson, John F. Packel and James Michaels (the "Green Agreement"), for
approximately $831,000 including acquisition costs. Pursuant to the Green
Agreement, the Company acquired the rights to all agreements, contracts,
commitments, licenses, copyrights, trademarks and the subscriber/customer list
of Green. Kenneth A. Kurson and John F. Packel were also employed by the
Company. The total consideration paid was approximately $784,000 consisting of
$200,000 in cash and 100,000 unregistered shares of the Company's common stock
valued at approximately $584,000. The transaction was accounted for using the
purchase method of accounting. The net assets acquired were estimated to be at
fair market value. The excess of the purchase price over the fair value of the
net assets acquired (approximately $883,000) was recorded as goodwill and was
amortized over three years, the expected benefit period. During the quarter
ended September 30, 2000, the Company decided to stop publishing the print
version of Green Magazine. Additionally, due to lower than expected traffic
levels visiting GreenMagazine.com and continued negative operational cash flows,
the Company developed a revised operating plan and GreenMagazine.com was
incorporated into a channel of Bankrate.com. After evaluating the recoverability
of the intangible asset, the Company recorded an impairment charge of
approximately $476,000 to write the goodwill down to estimated fair value.
On February 25, 2000, the Company announced that William P. Anderson
resigned as its President and Chief Executive Officer and as a director of the
Company. Under the terms of his Executive Employment Agreement entered into on
March 10, 1999, Mr. Anderson will receive cash compensation totaling
approximately $150,000 and will continue to vest in his stock options through
November 15, 2000, which will result in a noncash charge of approximately
$860,000. Both the cash charge ($150,000) and the noncash charge ($860,000) were
recorded in the quarter ended March 31, 2000. Further, in accordance with the
terms of his agreement, if there is a change in control of the Company prior to
November 15, 2000, Mr. Anderson would immediately vest in 100% of the remaining
unvested shares and accordingly, a additional noncash charge would be recorded
at that time.
On April 5, 2000, Jeffrey M. Cunningham was appointed to the Company's
Board of Directors as non-executive chairman. In accordance with the terms of a
Stock Purchase Plan and Subscription Agreement (the "Purchase Agreement")
entered into on that date, Mr. Cunningham purchased 431,499 shares of the
Company's common stock for $997,840 in cash (or $2.313 per share). The purchase
price of the shares is equal to the closing price per share of the Company's
common stock on April 5, 2000, as reported by the Nasdaq National Market. The
Purchase Agreement provided that the Company must hold the purchase price in
escrow until the date and time the Company's stockholders vote on a proposal to
ratify and approve the issuance and sale of the shares under the Purchase
Agreement. The stockholders approved the proposal at the annual meeting of the
Company's stockholders held on June 8, 2000 and the purchase price was released
from escrow to the Company and the Company delivered the shares to Mr.
Cunningham. In addition, on April 5, 2000, Mr. Cunningham was granted stock
options under the 1999 Equity Compensation Plan to purchase 141,905 shares of
common stock at $4.50 per share and 125,622 shares at $3.75 per share.
13
One-half of the options vest and become exercisable on March 31, 2001, and the
balance vest and become exercisable in equal monthly increments commencing on
April 30, 2001 and concluding on March 31, 2002. The Company will recognize
compensation expense of approximately $217,000 over the vesting period.
On April 27, 2000, Elisabeth DeMarse was appointed to the Company's Board of
Directors as well as elected President and Chief Executive Officer of the
Company. Ms. DeMarse entered into an employment agreement with the Company on
that date. Pursuant to the terms of her employment agreement, Ms. DeMarse is
entitled to receive an annual base salary of $300,000 and a bonus of $100,000
payable in quarterly installments. The Company has agreed to provide other
benefits, including $500,000 in term life insurance and participation in the
Company's benefit plans available to other executive officers. Under the terms
of the employment agreement, Ms. DeMarse agrees to assign to the Company all of
her copyrights, trade secrets and patent rights that relate to the business of
the Company. Additionally, during the term of her employment and for a period of
one year thereafter, Ms. DeMarse agrees not to compete with the Company and not
to recruit any of the Company's employees, unless the Company terminates her
without cause or she resigns for good reason. Upon Ms. DeMarse's termination of
employment for certain reasons (i.e., without cause, disability, resignation for
good reason (as defined in the agreement), or a change of control), the Company
agrees to pay her a severance equal to 12 months' base salary, as well as
reimburse her for health, dental and life insurance coverage premiums for one
year after such termination. The agreement terminates on April 27, 2002, unless
otherwise extended by the parties. Ms. DeMarse was also granted options to
purchase 541,936 shares of the Company's common stock under the 1999 Equity
Compensation Plan at $2.688 per share, the fair market value on the date of
grant. The options vest over a 24 month period. The options vest as to 25% of
the shares six months from the date of grant; and as to the remaining 75%, in
equal monthly installments over the next 18 months thereafter, with 100% vesting
on the second anniversary of the date of grant.
On May 17, 2000, the Company sold the assets of The College Press Network
(CPNet.com) to Colleges.com, Inc. for 190,000 shares of Colleges.com, Inc.
common stock of which 125,041 shares were delivered at the time of closing. The
transfer of the remaining 64,959 shares is contingent upon the Company assigning
certain contracts to Colleges.com, Inc. through February 2001. The Company
recorded such shares at the net book value of the CPNet.com assets which, at the
time of the sale, was approximately $71,000.
In June 2000, the Company recorded a restructuring charge of $1,298,000, or
$0.09 per share, as a result of implementing certain strategic reorganization
initiatives. Approximately $364,000 of this charge pertains to severance, legal
and other employee related costs incurred in connection with a reduction of
approximately 10% of the workforce in continuing operations and the elimination
of positions in under-performing, non-core business units. Approximately
$145,000 of this amount was paid in the quarter ending September 30, 2000. The
remaining $934,000 of this charge relates to the write-off of certain costs,
primarily software, licenses and other installation costs, of an abandoned
systems installation.
In the quarter ended September 30, 2000, the Company recorded restructuring
and impairment charges of approximately $843,000, or $0.06 per share, as a
result of continuing strategic reorganization initiatives. Approximately $88,000
of this charge pertained to severance, legal and other employee related costs
incurred in connection with a further reduction of the workforce. This amount
will be paid in the fourth quarter. Approximately $279,000 relates to the shut
down and sale of assets of Consejero.com (see Note 5 to the condensed
consolidated financial statements included herein) and other non-core assets.
On August 31, 2000 the Company shut down the operations of Consejero.com and
sold certain of its assets to Consejero Holdings, LLC for $41,800 in cash
resulting in a loss of approximately $86,000. Additionally, approximately
$193,000 in charges was recorded for severance and other related shut down
costs. These charges and the loss on the sale are included in Restructuring and
Impairment Charges in the accompanying condensed consolidated statement of
operations (see Note 4 to the condensed consolidated financial statements
included herein).
14
On August 27, 1999, the Company acquired certain assets and assumed certain
liabilities of Green Magazine, Inc. ("Green") for approximately $831,000
including acquisition costs. Substantially all of the purchase price was
allocated to goodwill. During the quarter ended September 30, 2000 the Company
made a decision to stop publishing the print version of Green Magazine.
Additionally, due to lower than expected traffic levels visiting
GreenMagazine.com and continued negative operational cash flows, the Company
developed a revised operating plan and GreenMagazine.com was incorporated into a
channel of Bankrate.com. After evaluating the recoverability of the intangible
asset, the Company recorded an impairment charge of approximately $476,000 to
write the goodwill down to estimated fair value.
Legal Proceedings
On March 28, 2000, a purported class-action lawsuit was filed against the
Company and certain of its directors and officers, its auditor and underwriters
in the United States District Court for the Southern District of New York (Civil
Action No. 00CIV.2337). The action, which seeks an unspecified amount of money
damages, was filed purportedly on behalf of all stockholders who purchased
shares of our stock during the period from May 13, 1999 through March 27, 2000.
The plaintiff alleges that the Company violated federal securities laws by,
among other things, misrepresenting and/or omitting material information
concerning the Company's financial results for the quarter ended March 31, 1999,
and other financial information, in its registration statement and prospectus
filed with the Securities and Exchange Commission in connection with the
Company's initial public offering. More particularly, the plaintiff alleges,
among other things, that the Company failed to disclose in its registration
statement and prospectus the fact that the Company incurred a net loss of
approximately $6 million in the quarter ended March 31, 1999. The plaintiff
alleges that the information was not made public until May 24, 1999, when the
Company issued a press release with respect to the results for that quarter. The
Company contends that the loss for the quarter ended March 31, 1999 was properly
disclosed. The Company has filed a motion to dismiss this complaint and intends
to vigorously defend against the lawsuit.
In September 1999, the Company entered into a lease agreement for a new
office facility to be constructed in northern Palm Beach County, Florida. The
Company provided to the developer a $300,000 letter of credit as a security
deposit. The lease provides an initial lease term of ten years commencing from
the date of occupancy and includes two five-year renewal options. The annual
base rent during the initial term ranges from $660,000 in the first two years to
$760,000. The lease contemplated that occupancy would commence on September 15,
2000. In connection with the lease agreement, the Company also entered into an
agreement with the developer to purchase an adjoining tract of land for
$609,000. The Company paid a deposit of $60,000 to close the transaction no
later than June 30, 2000, which is being held in escrow. Subsequent to a dispute
with the developer with respect to the lease agreement and the agreement to
purchase the adjacent tract, on August 3, 2000, the developer made demand on the
bank that issued the letter of credit and the bank paid the developer the full
$300,000 under the letter of credit. On August 14, 2000 the developer filed
claims against the Company alleging breach of contract under the lease agreement
and the agreement to purchase the adjacent tract, and seeks damages in excess of
$500,000 plus attorneys fees costs. The Company has filed counterclaims and
intends to vigorously defend against both of these matters. While acknowledging
the uncertainties of litigation, the Company believes that these matters will be
resolved without a material adverse impact on the Company's financial position
or results of operations.
Overview of Revenue and Expenses
The following are descriptions of the revenue and expense components of our
online and print publishing operations:
Online publishing revenue represents the sale of advertising, sponsorships
and hyperlinks in connection with our web sites. Such advertising is sold to
advertisers according to the cost per thousand impressions, or CPM, the
advertiser receives. The amount of advertising we sell is a function of (1) the
number of advertisements we have per page, (2) the number of visitors viewing
our pages, and (3) the capacity of our sales force. Revenue from advertising
sales is invoiced monthly based on the expected number of advertisement
impressions, or number of times that an advertisement is viewed.
15
Revenue is recognized monthly based on the percentage of impressions delivered
to the total number of impressions purchased. Revenue for impressions that have
been invoiced but not delivered is deferred. Hyperlinks to various third-party
web sites are sold for a fixed monthly fee, which is recognized as revenue in
the month earned. For our revenue sharing distribution arrangements with web
site operators, revenue is recorded on a gross basis, with payments for our
distribution arrangements being included in online publishing costs.
Print publishing and licensing revenue represents advertising revenue from
the sale of advertising in Consumer Mortgage Guide rate tables, newsletter
subscriptions, and licensing of research information. We charge a commission for
placement of Consumer Mortgage Guide in a print publication. Advertising revenue
and commission income is recognized when Consumer Mortgage Guide runs in the
publication. Revenue from our newsletters is recognized ratably over the period
of the subscription, which is generally up to one year. Revenue from the sale of
research information is recognized ratably over the contract period.
Online publishing costs represent expenses directly associated with the
creation of online publishing revenue. These costs include contractual revenue
sharing obligations resulting from our distribution arrangements (distribution
payments), editorial costs, research costs and allocated overhead. Distribution
payments are made to Web site operators for visitors directed to our Web sites.
These costs increase with gains in traffic to our sites. Editorial costs relate
to writers and editors who create original content for our online publications
and associates who build web pages. These costs have increased as we have added
online publications and co-branded versions of our sites under distribution
arrangements. These sites must be maintained on a daily basis. Research costs
include expenses related to gathering data on banking and credit products which
include compensation and benefits, facilities costs, telephone costs and
computer systems expenses.
Print publishing and licensing costs represent expenses directly associated
with print publishing revenue. These costs include contractual revenue sharing
obligations with newspapers related to Consumer Mortgage Guide, personnel costs,
printing and allocated overhead.
Sales costs represent direct selling expenses, principally for online
advertising, and include sales commissions, personnel costs and allocated
overhead.
Marketing costs represent expenses associated with expanding brand awareness
of our products and services to consumers and include advertising, including
banner advertising, marketing and promotion costs.
Product development costs represent payroll and related expenses for site
development, network systems and telecommunications infrastructure support,
contract programmers and consultants and other technology costs.
General and administrative expenses represent compensation and benefits for
administration, advertising management, accounting and finance, facilities
expenses, professional fees and non-allocated overhead.
Depreciation and amortization represents the cost of capital asset
acquisitions spread over their expected useful lives. These expenses are spread
over three to seven years and are calculated on a straight-line basis.
Goodwill amortization represents the excess of the purchase price over the
fair market value of net assets acquired spread over the expected benefit
periods which is between three to five years.
Noncash stock based compensation represents expenses associated with stock
grants to our officers and employees as additional compensation for their
services.
Other income (expense) is comprised of interest income on invested cash and
interest expense. Also included is a noncash finance charge recorded upon the
conversion of a note payable to a stockholder into shares of convertible
preferred stock which, upon completion of our initial public offering in May
1999, was subsequently converted into common stock.
16
Results of Operations
As discussed in Recent Developments above, the Company sold its wholly-owned
online insurance subsidiary, Pivot, on July 14, 2000 for $4,350,000 in cash.
Pivot's results of operations for the three and nine months ended September 30,
2000 have been classified as discontinued operations in the condensed
consolidated financial statements included herein and are excluded from the
specific financial statement line items in the analysis below.
On August 31, 2000 the Company shut down the operations of Consejero.com and
sold certain of its assets to Consejero Holdings, LLC for $41,800 in cash
resulting in a loss of approximately $86,000. Additionally, approximately
$193,000 in charges was recorded for severance and other related shut down
costs.
Three Months Ended September 30, 2000 Compared to Three Months Ended September
30, 1999
Total revenue for the three months ended September 30, 2000 of $3,724,044
increased $427,207, or 13%, over the comparable period in 1999. Online
publishing revenue increased $595,620, or 25%, to $3,012,405 and represented 81%
of total revenue in 2000 compared to 73% in 1999. These increases were due to
higher levels of advertising sales and higher advertising rates (approximately
10% higher average rates in 2000 compared to 1999) facilitated by an increase in
advertising inventory (approximately 17% higher available inventory in 2000
compared to 1999). Online publishing revenue was essentially unchanged compared
to the quarter ended June 30, 2000 due to a slowdown in Internet banner
advertising and the impact of seasonality on web usage. Future revenue depends
on the success of Internet advertising.
Print publishing and licensing revenue decreased $168,413, or 19%, to
$711,639 during the three months ended September 30, 2000 compared to the same
period in 1999 due primarily to a $183,638, or 29%, decrease in Consumer
Mortgage Guide revenues. This decrease was a result of increasing interest rates
which slowed the refinance markets and caused certain advertisers not to publish
their higher rates.
Online publishing costs increased 16% to $1,697,350 for the three months
ended September 30, 2000 from $1,457,502 in the comparable period in 1999. This
increase was due primarily to an increase in revenue sharing payments in
Bankrate.com due to an increase in the number of distribution partners
($314,000) and GreenMagazine.com site operating costs ($254,000 - site launched
in the fourth quarter of 1999), off set by lower operating costs in theWhiz.com
($153,000) and Consejero.com ($68,000) following planned reductions in the
workforce and the shut down of Consejero.com in August 2000. Revenue sharing
payments are expected to increase with corresponding increases in online
publishing revenue.
Marketing expenses of $263,055 for the three months ended September 30, 2000
were $5,857,437, or 96%, lower than the comparable quarter in 1999, and were
$912,493, or 78%, lower than the prior quarter ended June 30, 2000. These
reductions are in line with the Company's strategic initiatives to control costs
and curtail certain expenditures.
General and administrative expenses of $2,415,989 for the three months ended
September 30, 2000 were $795,741, or 49%, higher than the comparable period in
1999. The Company recorded approximately $955,000 in legal costs related to the
litigation matters discussed in Legal Proceedings included herein. These costs
were offset by approximately $137,000 in lower human resource costs following
the planned reductions in staffing levels.
In the quarter ended September 30, 2000, the Company recorded restructuring
and impairment charges of approximately $843,000, or $0.06 per share, as a
result of continuing strategic reorganization initiatives. Approximately $88,000
of this charge pertained to severance, legal and other employee related costs
incurred in connection with a further reduction of the workforce. This amount
will be paid in the fourth quarter. Approximately $279,000 relates to the shut
down and sale of assets of Consejero.com (see Note 5 to the condensed
consolidated financial statements included herein) and facility closing costs.
17
On August 27, 1999, the Company acquired certain assets and assumed certain
liabilities of Green Magazine, Inc. ("Green") for approximately $831,000
including acquisition costs. Substantially all of the purchase price was
allocated to goodwill. During the quarter ended September 30, 2000 a decision
was made to stop publishing the print version of Green Magazine. Additionally,
due to lower than expected traffic levels visiting GreenMagazine.com and
continued negative operational cash flows, a revised operating plan was
developed and GreenMagazine.com was incorporated into a channel of Bankrate.com.
After evaluating the recoverability of the intangible asset, the Company
recorded an impairment charge of approximately $476,000 to write the goodwill
down to estimated fair value.
Depreciation and amortization of $222,874 for the three months ended
September 30, 2000 was $62,789, or 39%, higher compared to the same period in
1999 due to purchases of software and computer equipment. Goodwill amortization
of $73,594 is a result of the Green Magazine.com acquisition in the third
quarter of 1999.
Noncash stock based compensation expense of $130,488 was recorded in the
three month period ended September 30, 2000, compared to $351,152 in the same
period in 1999. This decrease is due the options of terminated employees, most
of which were forfeited prior to vesting.
Interest income of $164,681 for the three months ended September 30, 2000 was
down from $464,013 in the comparable 1999 period due to declining cash balances.
Interest expense was up $58,529 over the comparable period in 1999 due to the
increase in debt associated with equipment under capital leases and the 10%
convertible subordinated note payable issued in connection with the Pivot
acquisition in August 1999.
Nine Months Ended September 30, 2000 Compared to Nine Months Ended September 30,
1999
Total revenue for the nine months ended September 30, 2000 of $11,275,979
increased $2,940,921, or 35%, over the comparable period in 1999. Online
publishing revenue increased $3,360,480 or 59%, to $9,072,950, and represented
80% of total revenue in 2000 compared to 69% in same period in 1999. These
increases were due to higher levels of advertising sales and higher advertising
rates (approximately 45% higher average rates in 2000 compared to 1999)
facilitated by an increase in advertising inventory (approximately 38% higher
available inventory in 2000 compared to 1999).
Print publishing and licensing revenue decreased $419,559, or 16%, to
$2,203,029 during the nine months ended September 30, 2000 due primarily to a
$451,208, or 24%, decrease in Consumer Mortgage Guide revenues. This decrease
was a result of increasing interest rates which slowed the refinance markets and
caused certain advertisers not to publish their higher rates.
Online publishing costs increased 76% to $6,106,000 for the nine months ended
September 30, 2000, from $3,476,712 in the comparable period in 1999. This
$2,629,288 increase was due primarily to an increase in revenue sharing payments
in Bankrate.com due to an increase in the number of distribution partners
($647,000). Additional costs of approximately $1,045,000 were incurred in the
nine months ended September 30, 2000 for GreenMagazine.com, ilife.com and
IntelligentTaxes.com which were launched in the fourth quarter of 1999.
Marketing expenses of $3,263,543 for the nine months ended September 30, 2000
were $5,557,704, or 63%, lower than the comparable quarter in 1999. These
reductions are in line with the Company's strategic initiatives to control costs
and curtail certain expenditures.
18
Product development costs of $1,565,310 for the nine months ended September
30, 2000 were $234,543, or 18%, higher than the comparable period in 1999 due to
higher personnel and consulting expenses supporting the growth in revenue and
web sites launched during the fourth quarter of 1999.
General and administrative expenses of $5,999,481 for the nine months ended
September 30, 2000 were $2,641,126, or 79%, higher than the comparable period in
1999 due primarily to higher human resource costs, facilities costs, and legal
and professional fees supporting the growth in the business.
In June 2000, the Company recorded a restructuring charge of $1,298,000, or
$0.09 per share, as a result of implementing certain strategic reorganization
initiatives. Approximately $364,000 of this charge pertains to severance, legal
and other employee related costs incurred in connection with a reduction of
approximately 10% of the workforce in continuing operations and the elimination
of positions in under-performing, non-core business units. Approximately
$145,000 of this amount was paid in the quarter ending September 30, 2000. The
remaining $934,000 of this charge relates to the write-off of certain costs,
primarily software, licenses and other installation costs, of an abandoned
systems installation.
In the quarter ended September 30, 2000, the Company recorded restructuring
and impairment charges of approximately $843,000, or $0.06 per share, as a
result of continuing strategic reorganization initiatives. Approximately $88,000
of this charge pertained to severance, legal and other employee related costs
incurred in connection with a further reduction of the workforce. This amount
will be paid in the fourth quarter. Approximately $279,000 relates to the shut
down and sale of assets of Consejero.com (see Note 5 to the condensed
consolidated financial statements included herein) and facility closing costs.
On August 27, 1999, the Company acquired certain assets and assumed certain
liabilities of Green Magazine, Inc. ("Green") for approximately $831,000
including acquisition costs. Substantially all of the purchase price was
allocated to goodwill. During the quarter ended September 30, 2000 a decision
was made to stop publishing the print version of Green Magazine. Additionally,
due to lower than expected traffic levels visiting GreenMagazine.com and
continued negative operational cash flows, a revised operating plan was
developed and GreenMagazine.com was incorporated into a channel of Bankrate.com.
After evaluating the recoverability of the intangible asset, the Company
recorded an impairment charge of approximately $476,000 to write the goodwill
down to estimated fair value.
Depreciation and amortization of $678,150 for the nine months ended September
30, 2000 was $341,530, or 101%, higher compared to 1999 due to purchases of
software and computer equipment. Goodwill amortization of $220,780 is a result
of the Green Magazine.com acquisition in the third quarter of 1999.
Noncash stock based compensation expense of $1,145,088 was recorded in the
nine month period ended September 30, 2000 compared to $2,970,019 in the same
period in 1999. During the nine months ended June 30, 2000, the Company recorded
$860,000 of noncash charges upon the resignation of the Company's former
president and chief executive officer related to the continued vesting of stock
options under the terms of an employment agreement. The remaining expense
relates to stock options granted under the 1997 and 1999 Equity Compensation
Plans at less than fair market value on the date of grant. In 1999, the Company
recorded approximately $2,113,000 of noncash charges when a note receivable for
a restricted stock grant to the former president and chief executive officer was
forgiven, the unvested shares under the grant (264,932) were reacquired by the
Company, the associated put right was cancelled and 189,238 shares of redeemable
common stock were reclassified to common stock and vested immediately.
Approximately $126,000 was recorded for options granted under the 1997 Equity
Compensation Plan in March 1999.
The Company recorded a noncash financing charge of $2,656,000 in March 1999
compared to none in 2000. In March 1999, one of the Company's Series B
convertible preferred stockholders loaned the Company $1,000,000, at 8% interest
due April 9, 1999. On April 9, 1999, the principal amount of the loan plus
accrued interest was converted, pursuant to its terms, into 6,784 shares of
Series B convertible preferred stock and, accordingly, the finance charge was
recorded.
19
Interest income of $582,675 for the nine months ended September 30, 2000 was
$130,788, or 18%, lower than the comparable amount in 1999 due to declining cash
balances. Interest expense was up $266,201 over the comparable period in 1999
due to the increase in debt associated with equipment under capital leases and
the 10% convertible subordinated note payable issued in connection with the
Pivot acquisition in August 1999.
Liquidity and Capital Resources
Bankrate, Inc. has funded its operations using capital raised from
shareholders, from the proceeds of its initial public offering of common stock
in May 1999, and from its operating revenue. As of September 30, 2000, the
Company had working capital of $5,141,758. Cash used in operating activities for
the nine months ended September 30, 2000 was $17,658,354 (includes cash used in
discontinued operations of $5,394,547) and was primarily the result of funding
operating losses due to the continued expansion of its online publishing
efforts.
Cash provided by investing activities of approximately $3,902,986 was
primarily the result of the cash proceeds of $4,350,000 from the sale of Pivot.
Cash provided from financing activities of approximately $868,000 was
primarily the result of the cash proceeds from the issuance of common stock to
the Company's new chairman of the Board of Directors of approximately $998,000
and the exercise of common stock options of $32,000, offset by approximately
$162,000 in capital lease payments.
In connection with the acquisition of Pivot in August 1999, the Company
issued a $4,350,000 five-year convertible subordinated note payable to Pivot's
former owner. The note bears interest at 10% and the principal is due in one
payment on August 20, 2004. Interest is due beginning August 20, 2002 and
thereafter every six months until conversion or payment in full. The note is
convertible at any time by the holder into 625,000 shares of our common stock.
The Company has incurred net losses in each of its last four fiscal years.
The Company had an accumulated deficit of approximately $58 million as of
September 30, 2000 and anticipates that it will incur operating losses and
negative cash flows in the foreseeable future.
The Company is working to manage its cash by actively controlling expenses
and pursuing additional sources of revenue. For instance, the Company
substantially reduced marketing expenditures beginning in January 2000 compared
to the second half of 1999, and has followed through with plans to sell or
curtail development of certain under-performing, non-core business units. The
Company sold CPNet.com in May 2000, sold Pivot in July 2000, and shut down and
sold certain assets of Consejero.com in August 2000 (see Note 5). These
divestitures yielded cash to the Company of $4,392,000 and will result in lower
operating expenses. In June 2000, the Company reduced employment levels of
continuing operations by approximately 10% and began efforts to consolidate its
physical locations. Based on these actions and the Company's current plan, the
Company believes its existing liquidity and capital resources will be sufficient
to satisfy its cash requirements through 2001. There are no assurances that such
actions will ensure cash sufficiency through 2001 or that reducing marketing
expenses would not potentially curtail revenue growth.
The Company may consider additional options, which include, but are not
limited to, the following: forming strategic partnerships or alliances;
considering other strategic alternatives, including a merger or sale of the
Company, or an acquisition; or raising new debt and/or equity capital. There can
be no assurance that the Company will be able to raise such funds or realize its
strategic alternatives on favorable terms or at all.
Further, due to the legal matters discussed in Note 3 to the condensed
consolidated financial statements included herein, which the Company intends to
vigorously defend, management could be required to spend significant amounts of
time and resources defending these matters, which may impact the operations of
the Company.
20
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities." This statement was amended in June 2000 by Statement No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities."
Statement No. 138 will be effective for the Company beginning January 2001. The
new Statement requires all derivatives to be recorded on the balance sheet at
fair value and establishes accounting treatment for three types of hedges:
hedges of changes in the fair value of assets, liabilities, or firm commitments:
hedges of the variable cash flows of forecasted transactions; and hedges of
foreign currency exposures of net investments in foreign operations. To date,
the Company has not invested in derivative instruments nor participated in
hedging activities and, therefore, does not anticipate there will be a material
impact on the results of operations or financial position from Statements No.
133 or No. 138.
In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
101") and amended it in March and June 2000. We are required to adopt the
provisions of SAB 101 in the fourth quarter of 2000. We have reviewed the
provisions of SAB 101 and believe we are in compliance.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
The primary objective of our investment strategy is to preserve principal
while maximizing the income we receive from investments without significantly
increasing risk. To minimize this risk, to date we have maintained our portfolio
of cash equivalents in short-term and overnight investments which are not
subject to market risk as the interest paid on such investments fluctuates with
the prevailing interest rates. As of September 30, 2000 all of our cash
equivalents mature in less than three months.
Exchange Rate Sensitivity
Our exposure to foreign currency exchange rate fluctuations is minimal to
none as we do not have any revenues denominated in foreign currencies.
Additionally, we have not engaged in any derivative or hedging transactions to
date.
Part II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
On March 28, 2000, a purported class-action lawsuit was filed against the
Company and certain of its directors and officers, its auditor and underwriters
in the United States District Court for the Southern District of New York (Civil
Action No. 00CIV.2337). The action, which seeks an unspecified amount of money
damages, was filed purportedly on behalf of all stockholders who purchased
shares of our common stock during the period from May 13, 1999 through March 27,
2000. The plaintiff alleges that the Company violated federal securities laws
by, among other things, misrepresenting and/or omitting material information
concerning the Company's financial results for the quarter ended March 31, 1999,
and other financial information, included in its registration statement and
prospectus filed with the Securities and Exchange Commission in connection with
the Company's initial public offering. More particularly, the plaintiff alleges,
among other things, that the Company failed to disclose in its registration
statement and prospectus the fact that the Company incurred a net loss of
approximately $6 million in the quarter ended March 31, 1999. The plaintiff
alleges that the information was not made public until May 24, 1999, when the
Company issued a press release with respect to the results for that quarter. The
Company contends that the loss for the quarter ended March 31, 1999 was properly
disclosed. The Company has filed a motion to dismiss this complaint and intends
to vigorously defend against the lawsuit.
In September 1999, the Company entered into a lease agreement for a new
office facility to be constructed in northern Palm Beach County, Florida. The
Company provided to the developer a $300,000 letter of credit as a security
deposit. The lease provides an initial lease term of ten years commencing from
the date of occupancy and includes two five-year renewal options. The annual
base rent during the initial term ranges from $660,000 in the first two years to
$760,000. The lease contemplated that occupancy would commence on September 15,
2000. In connection with the lease agreement, the Company also entered into an
agreement with the developer to purchase an adjoining tract of land for
$609,000. The Company paid a deposit of $60,000 to close the transaction no
later than June 30, 2000, which is being held in escrow. Subsequent to a dispute
with the developer with respect to the lease agreement and the agreement to
purchase the adjacent tract, on August 3, 2000, the developer made demand on the
bank that issued the letter of credit and the bank paid the developer the full
$300,000 under the letter of credit.
21
On August 14, 2000, the developer filed claims against the Company alleging
breach of contract under the lease agreement and the agreement to purchase the
adjacent tract, and seeks damages in excess of $500,000 plus attorneys fees and
costs. The Company has filed counterclaims and intends to vigorously defend
against both of these matters. While acknowledging the uncertainties of
litigation, the Company believes that these matters will be resolved without a
material adverse impact on the Company's financial position or results of
operations.
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
The effective date of the Company's registration statement, filed on Form S-1
under the Securities Act of 1933, as amended (File No. 333-74291), relating to
the Company's initial public offering of its common stock, was May 13, 1999. A
total of 3,500,000 shares of the Company's common stock were sold to an
underwriting syndicate at $13.00 per share ($12.09 after deducting the
underwriters' discounts and commissions). The managing underwriters were ING
Baring Furman Selz LLC and Warburg Dillon Read LLC. The initial public offering
resulted in gross proceeds of $45,500,000, $3,185,000 of which was applied to
the underwriting discount and approximately $1,014,000 of which was applied to
related expenses. As a result, the net proceeds of the offering to the Company
were approximately $41,301,000. From the date of receipt through September 30,
2000, approximately $17,000,000 of the net proceeds was used for marketing,
advertising and promotional expenditures, and the remainder was used for working
capital or invested on short-term interest bearing investments. None of the net
proceeds of the offering were paid directly or indirectly to any director or
officer of the Company (other than payment of salaries and bonuses in the
ordinary course of business) or any of their associates, or to any persons
owning ten percent or more of the Company's common stock, or to any affiliates
of the Company.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Item 5. OTHER INFORMATION
On August 31, 2000, Edward L. Newhouse joined the Company as Senior Vice
President - Sales and Business Development and Chief Revenue Officer.
Previously, Mr. Newhouse was a founding member and Vice President - Director of
Sales for 24/7 Media, Inc., a global provider of advertising and marketing
solutions for Web publishers.
In September 2000, G. Cotter Cunningham, formerly Senior Vice President -
Marketing and Product Development, was promoted to Senior Vice President - Chief
Operating Officer. Mr. Cunningham also served as interim Chief Executive Officer
prior to hiring the Company's current President and Chief Executive Officer,
Elisabeth DeMarse.
In September 2000, Robert J. DeFranco, formerly Vice President - Finance and
Chief Accounting Officer, was promoted to Senior Vice President - Chief
Financial Officer.
22
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
2.1 Stock Purchase Agreement dated July 14, 2000 by and between
ilife.com, Inc. and Signet Insurance Services, Inc.
2.2 Articles of Amendment to Amended and Restated Articles of
Incorporation of ilife.com, Inc. dated September 18, 2000.
27 Financial Data Schedule
(b) Reports on Form 8-K:
(1). A Form 8-K was filed on July 26, 2000, reporting under Item 2.
that the Company sold Professional Direct Agency, Inc. to Signet
Insurance Services, Inc.
(2). A Form 8-K was filed on September 20, 2000, reporting under Item
5. that the Company changed its name from ilife.com, Inc. to
Bankrate, Inc. and its Nasdaq National Market stock symbol from
ILIF to RATE.
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 thereunto duly authorized.
Bankrate, Inc.
Dated: November 13, 2000 By: /s/ Robert J. DeFranco
----------------------------------
Robert J. DeFranco
Senior Vice President
Chief Financial Officer
- --------------------------------------------------------------------------------
23
EXHIBIT INDEX
Exhibit
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2.1 Stock Purchase Agreement dated July 14, 2000 by and between ilife.com, Inc. and Signet
Insurance Services, Inc.
2.2 Articles of Amendment to Amended and Restated Articles of Incorporation of ilife.com, Inc.
dated September 18, 2000.
27 Financial Data Schedule