SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission File No. 0-25681
(Exact name of registrant as specified in its charter)
| Florida | 65-0423422 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 11811 U.S. Highway One, Suite 101 | ||
| North Palm Beach, Florida | 33408 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrants telephone number, including area code: (561) 630-2400
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 ¨
Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
The number of outstanding shares of the issuers common stock as of July 31, 2004 was as follows: 15,439,849 shares of Common Stock, $.01 par value.
Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2004
Index
Introductory Note
This Report and our other communications and statements may contain forward-looking statements, including statements about our beliefs, plans, objectives, goals, expectations, estimates, projections and intentions. These statements are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. For information concerning these factors and related matters, see Item 2, Managements Discussion and Analysis of Financial Condition and Results of Operations, in this Report, and the following sections of our Annual Report on Form 10-K for the year ended December 31, 2003 (the 2003 Form 10-K): (a) Risk Factors in Item 1, Business, and (b) Introduction in Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations.
2
Item 1. INTERIM CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Condensed Balance Sheets
(Unaudited)
| June 30, 2004 |
December 31, 2003 |
|||||||
| Assets |
||||||||
| Cash and cash equivalents |
$ | 24,142,054 | $ | 20,874,482 | ||||
| Accounts receivable, net of allowance for doubtful accounts of $300,000 and $230,000 at June 30, 2004 and December 31, 2003, respectively |
4,433,463 | 3,031,882 | ||||||
| Deferred tax asset, net |
3,400,000 | 3,400,000 | ||||||
| Other current assets |
315,175 | 343,311 | ||||||
| Total current assets |
32,290,692 | 27,649,675 | ||||||
| Furniture, fixtures and equipment, net |
926,086 | 796,928 | ||||||
| Intangible assets, net |
244,028 | 73,201 | ||||||
| Other assets |
559,810 | 463,463 | ||||||
| Total assets |
$ | 34,020,616 | $ | 28,983,267 | ||||
| Liabilities and Stockholders Equity |
||||||||
| Liabilities: |
||||||||
| Accounts payable |
$ | 1,182,646 | $ | 1,227,463 | ||||
| Accrued expenses |
2,228,955 | 2,226,905 | ||||||
| Deferred revenue |
214,916 | 181,110 | ||||||
| Other current liabilities |
142,674 | 116,551 | ||||||
| Total current liabilities |
3,769,191 | 3,752,029 | ||||||
| Other liabilities |
409,361 | 306,274 | ||||||
| Total liabilities |
4,178,552 | 4,058,303 | ||||||
| Stockholders equity: |
||||||||
| Preferred stock, 10,000,000 shares authorized and undesignated |
| | ||||||
| Common stock, par value $.01 per share 100,000,000 shares authorized; 15,319,701 and 15,114,371 shares issued and outstanding at June 30, 2004 and December 31, 2003, respectively |
153,198 | 151,144 | ||||||
| Additional paid in capital |
66,525,567 | 66,091,014 | ||||||
| Accumulated deficit |
(36,836,701 | ) | (41,317,194 | ) | ||||
| Total stockholders equity |
29,842,064 | 24,924,964 | ||||||
| Total liabilities and stockholders equity |
$ | 34,020,616 | $ | 28,983,267 | ||||
See accompanying notes to condensed financial statements.
3
Condensed Statements of Operations
(Unaudited)
| Three Months Ended June 30, |
Six Months Ended June 30, | |||||||||||
| 2004 |
2003 |
2004 |
2003 | |||||||||
| Revenue: |
||||||||||||
| Online publishing |
$ | 8,694,550 | $ | 8,197,339 | $ | 17,676,955 | $ | 15,531,532 | ||||
| Print publishing and licensing |
1,416,780 | 1,354,752 | 2,708,607 | 2,567,145 | ||||||||
| Total revenue |
10,111,330 | 9,552,091 | 20,385,562 | 18,098,677 | ||||||||
| Cost of revenue: |
||||||||||||
| Online publishing |
1,423,922 | 1,142,296 | 2,843,905 | 2,257,758 | ||||||||
| Print publishing and licensing |
1,177,131 | 1,057,167 | 2,124,222 | 1,970,261 | ||||||||
| Total cost of revenue |
2,601,053 | 2,199,463 | 4,968,127 | 4,228,019 | ||||||||
| Gross margin |
7,510,277 | 7,352,628 | 15,417,435 | 13,870,658 | ||||||||
| Operating expenses: |
||||||||||||
| Sales |
1,071,036 | 1,338,105 | 2,374,130 | 2,489,441 | ||||||||
| Marketing |
1,805,215 | 1,372,091 | 3,555,076 | 2,569,725 | ||||||||
| Product development |
617,561 | 562,623 | 1,319,124 | 1,090,267 | ||||||||
| General and administrative |
1,529,831 | 1,458,646 | 3,216,407 | 2,928,696 | ||||||||
| Severance charge |
260,000 | | 260,000 | | ||||||||
| Depreciation and amortization |
193,311 | 162,817 | 365,822 | 353,880 | ||||||||
| 5,476,954 | 4,894,282 | 11,090,559 | 9,432,009 | |||||||||
| Income from operations |
2,033,323 | 2,458,346 | 4,326,876 | 4,438,649 | ||||||||
| Interest income |
76,775 | 62,880 | 153,617 | 101,272 | ||||||||
| Income before income taxes |
2,110,098 | 2,521,226 | 4,480,493 | 4,539,921 | ||||||||
| Income taxes |
| | | | ||||||||
| Net income |
$ | 2,110,098 | $ | 2,521,226 | $ | 4,480,493 | $ | 4,539,921 | ||||
| Basic and diluted net income per share: |
||||||||||||
| Basic |
$ | 0.14 | $ | 0.17 | $ | 0.29 | $ | 0.32 | ||||
| Diluted |
$ | 0.13 | $ | 0.16 | $ | 0.28 | $ | 0.30 | ||||
| Weighted average common shares outstanding: |
||||||||||||
| Basic |
15,310,318 | 14,472,485 | 15,254,496 | 14,318,221 | ||||||||
| Diluted |
16,084,565 | 15,478,477 | 16,098,573 | 15,277,304 | ||||||||
See accompanying notes to condensed financial statements.
4
Condensed Statements of Cash Flows
(Unaudited)
| Six Months Ended June 30, |
||||||||
| 2004 |
2003 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ | 4,480,493 | $ | 4,539,921 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
365,822 | 353,880 | ||||||
| Bad debt expense |
120,000 | | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Increase in accounts receivable |
(1,521,581 | ) | (793,994 | ) | ||||
| (Increase) decrease in other assets |
(346,483 | ) | 18,932 | |||||
| Increase (decrease) in accounts payable |
(44,817 | ) | 280,724 | |||||
| Increase in accrued expenses |
2,050 | 39,625 | ||||||
| Increase in other liabilities |
163,016 | 109,798 | ||||||
| Net cash provided by operating activities |
3,218,500 | 4,548,886 | ||||||
| Cash flows from investing activities: |
||||||||
| Purchases of equipment |
(387,535 | ) | (334,962 | ) | ||||
| Net cash used in investing activities |
(387,535 | ) | (334,962 | ) | ||||
| Cash flows from financing activities: |
||||||||
| Principal payments on capital lease obligations |
| (1,254 | ) | |||||
| Proceeds from exercise of stock options |
436,607 | 1,745,964 | ||||||
| Net cash provided by financing activities |
436,607 | 1,744,710 | ||||||
| Net increase in cash and cash equivalents |
3,267,572 | 5,958,634 | ||||||
| Cash and equivalents, beginning of period |
20,874,482 | 11,000,561 | ||||||
| Cash and equivalents, end of period |
$ | 24,142,054 | $ | 16,959,195 | ||||
| Supplemental disclosures of cash flow information: |
||||||||
| Cash paid during the period for taxes |
$ | 70,600 | $ | | ||||
See accompanying notes to condensed financial statements.
5
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
NOTE 1 ORGANIZATION AND ACCOUNTING POLICIES
The Company
Bankrate, Inc. (the Company) owns and operates an Internet-based consumer banking marketplace. The Companys flagship Web site, Bankrate.com, is the Webs leading aggregator of information on more than 250 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 through national and state publications. The Company is organized under the laws of the state of Florida.
Basis of Presentation
The unaudited interim condensed financial statements for the three and six months ended June 30, 2004 and 2003 included herein have been prepared in accordance with the instructions for Form 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 conformity with accounting principles generally accepted in the United States of America 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 financial statements reflect all adjustments, consisting only of normal, recurring adjustments, necessary to present fairly the financial position of the Company at June 30, 2004, and the results of its operations for the three and six months ended June 30, 2004 and 2003, and its cash flows for the six months ended June 30, 2004 and 2003. The results for the three and six months ended June 30, 2004 are unaudited and are not necessarily indicative of the expected results for the full year or any future period.
The unaudited condensed financial statements included herein should be read in conjunction with the financial statements and related footnotes included in the Companys 2003 Form 10-K.
Barter Revenue
Online publishing revenue includes barter revenue, which represents the exchange by the Company of advertising space on the Companys Web site for reciprocal advertising space on other Web sites. Barter revenues and expenses are recorded at the fair market value of the advertisements delivered or received, whichever is more determinable in the circumstances. Barter transactions have been valued based on similar cash transactions that have occurred within six months prior to the date of the barter transaction. Revenue from barter transactions is recognized as income when advertisements are delivered on the Companys Web site. Barter expense is recognized when the Companys advertisements are run on the other companies Web sites, which is typically in the same period in which barter revenue is recognized. If the advertising impressions are received from the customer prior to the Company delivering its advertising impressions, a liability is recorded. If the Company delivers its advertising impressions to the customers Web site prior to receiving the advertising impressions, a prepaid expense is recorded. No prepaid expense or liability was recorded at June 30, 2004 and December 31, 2003. Barter revenue was approximately $820,000, and $726,000, and represented approximately 8% of total revenue for the three months ended June 30, 2004 and 2003, respectively, and was approximately $1,758,000 and $1,477,000, and represented 9% and 8% of total revenue, respectively, for the six months ended June 30, 2004 and 2003.
Basic and Diluted Net Income Per Share
The Company computes basic net income per share by dividing net income for the period by the weighted average number of shares outstanding for the period. Diluted net income per share includes the effect of common stock equivalents calculated under the treasury stock method, consisting of outstanding stock options, to the extent the effect is not anti-dilutive.
6
The weighted average number of common shares outstanding used in computing diluted net income per share for the three and six months ended June 30, 2004 and 2003 includes the shares resulting from the dilutive effect of outstanding stock options. For the three and six months ended June 30, 2004, 416,775 and 125,000 shares, respectively, attributable to the assumed exercise of outstanding stock options were excluded from the calculation of diluted net income per share because the effect was anti-dilutive. For the three and six months ended June 30, 2003, 81,100 and 81,800 shares, respectively, attributable to the assumed exercise of outstanding stock options were excluded from the calculation of diluted net income per share because the effect was anti-dilutive.
Stock-Based Compensation
The Company applies the intrinsic value-based method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations including Financial Accounting Standards Board (FASB) Interpretation No. 44, Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25, issued in March 2000, to account for its fixed plan options. Under this method, compensation is recognized over the grants vesting period only if the current market price of the underlying stock on the date of grant exceeds the exercise price. Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, (SFAS No. 123), established accounting and disclosure requirements using a fair value-based method of accounting for stock-based employee compensation plans. The Company has elected to continue to apply the intrinsic value-based method of accounting described above, and has adopted the disclosure requirements of SFAS No. 148.