As of December 31, 2013

Proforma

(In thousands)

Bankrate

Caring

Adjustments

Pro Forma

Assets

Cash and cash equivalents

$

$

$

(a)

$

Accounts receivable, net of allowance for doubtful accounts

 -

Deferred income taxes

 -

 -

Prepaid expenses and other current assets

 -

Total current assets

Furniture, fixtures and equipment, net of accumulated depreciation

 -

Intangible assets, net of accumulated amortization

(b)

Goodwill

(b)

Other assets

(c)

Total assets

$

$

$

$

Liabilities

Accounts payable

 -

Accrued expenses

 -

Deferred revenue and customer deposits

(d)

Accrued interest

 -

 -

Other current liabilities

 -

 -

Total current liabilities

Deferred income taxes

 -

(e)

Long term debt, net of unamortized discount

(f)

Other liabilities

(g)

Total liabilities

$

$

$

$

Commitments and contingencies

Total stockholders' equity (deficit)

(h)

Total liabilities and stockholders' equity

$

$

$

$

(a)

Reflects the cash consideration paid in the transaction.

(b)

Reflects the elimination of historical goodwill and intangible assets and the recording of intangible assets and the excess purchase price over the net asset value acquired as determined in the preliminary purchase price allocation. 

(c)

Reflects the elimination of deferred financing costs of $37,000 related to the existing debt at Caring. In addition, reflects the recording of a deferred tax asset of $10.0 million related to net operating losses at Caring at the federal statutory rate.

(d)

Reflects the adjustment of deferred revenue to fair value as determined in the preliminary purchase price allocation.

(e)

Reflects the recording of a deferred tax liability at Bankrate’s estimated tax rate.

(f)

Reflects the elimination of the existing long term debt obligation at Caring which was satisfied in connection with the acquisition.

(g)

Reflects the elimination of the existing warrant liabilities at Caring which were satisfied in connection with the acquisition.

(h)

Reflects the elimination of the stockholders’ deficit at Caring in connection with the acquisition.

Fiscal year ended December 31, 2013

Proforma

(In thousands)

Bankrate

Caring (1)

Adjustments

Pro Forma

Revenue

$

$

$

(a)

$

Cost of revenue (excludes depreciation and amortization)

(b)

Gross margin

Operating expenses:

Sales

(b)

Marketing

(b)

Product development and technology

(b)

General and administrative

(c)

Acquisition, offering and related expenses

 -

 -

Changes in fair value of contingent acquisition consideration

 -

 -

Depreciation and amortization

(d)

Income (loss) from operations

Interest and other expenses, net

(e)

Loss on early extinguishment of debt

 -

 -

Loss before taxes

Income tax benefit

 -

(f)

Net (loss) income

$

$

$

$

(1)

The classification of Caring’s statement of operations is a pro forma adjustment to conform to Bankrate’s presentation. While some reclassifications have been included, further reclassifications may be necessary to conform to those classifications that are determined by the combined company to be most appropriate.

(a)

Reflects the fair value adjustment to deferred revenue as if purchase accounting was applied as of January 1, 2013.

(b)

Reflects stock-based compensation expense related to awards granted in connection with the acquisition to Caring employees.

(c)

Reflects stock-based compensation expense related to awards granted in connection with the acquisition to Caring employees. In addition, the adjustment reflects the elimination of historical stock-based compensation expense and board of director costs.

(d)

Reflects the elimination of historical amortization expense of $47,000 and estimates the impact on amortization of approximately $3.6 million as if purchase accounting was applied as of January 1, 2013.

(e)

Reflects the elimination of historical interest expense of $266,000 related to the existing debt of Caring which was satisfied in connection with the acquisition as well as the elimination of the change in fair value of warrant liabilities of $6,000.  

(f)

Reflects the tax effect of the pro forma adjustments at the statutory rate as well as the tax benefit from the Caring, Inc. loss at the statutory rate.