SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported):
February 14, 2006
(Exact
name of registrant as specified in its charter)
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Florida
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0-25681
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65-0423422
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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11760
U.S. Highway One
Suite
500
North
Palm Beach, Florida
(Address
of principal executive offices)
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33408
(Zip
Code)
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Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following
provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
The
information in this Current Report on Form 8-K and the exhibits hereto is being
furnished and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such
filing.
Section
2 - Financial Information
Item
2.02 Results of Operations and Financial Condition.
On
February 14, 2006, Bankrate, Inc. (the “Company”) announced via press release
the Company’s results for its fourth quarter and year ended December 31, 2005. A
copy of the Company’s press release is included herein as Exhibit 99.1.
See
also the disclosure provided under Item 7.01,
below.
Section
7 - Regulation FD
Item
7.01 Regulation FD Disclosure.
On
February 14, 2006, the Company held an earnings conference call to discuss
preliminary and unaudited financial results for the fourth quarter and full
year
ended December 31, 2005. A transcript of the earnings conference call is
attached hereto as Exhibit 99.2 and is incorporated by reference.
To
supplement the earnings conference call discussion of the Company’s financial
statements presented in accordance with generally accepted accounting principles
(“GAAP”), the Company used non-GAAP measures of certain components of financial
performance, including income from operations, income before income taxes,
and
net income, which were adjusted from results based on GAAP to exclude certain
expenses, gains and losses. These non-GAAP measures were provided to enhance
investors’ overall understanding of the Company’s current financial performance
and its prospects for the future. Specifically, the Company believes the
non-GAAP results provide useful information to both management and investors
by
excluding certain expenses, gains and losses that may not be indicative of
its
core operating results. In addition, because the Company has historically
reported certain non-GAAP results to investors, the Company believes the
inclusion of non-GAAP measures provides consistency in its financial reporting.
These measures should be considered in addition to results prepared in
accordance with GAAP, but should not be considered a substitute for, or superior
to, GAAP results. A reconciliation of the non-GAAP financial measures discussed
during the earnings conference call to the nearest GAAP financial measure is
attached hereto as Exhibit 99.3 and is incorporated herein by
reference.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
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(a)
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Financial
statements of businesses
acquired.
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(1)
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None.
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(b)
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Pro
forma financial information.
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(1)
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None.
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(d)
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Exhibits.
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99.1
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Text
of press release of Bankrate, Inc. dated February 14,
2006.
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99.2
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Transcript
of February 14, 2006 Earnings Conference Call
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99.3
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Non-GAAP
Measures Reconciliation
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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BANKRATE,
INC.
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| Date: February 14, 2006 | By: | /s/ G. Cotter Cunningham |
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G. Cotter Cunningham |
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Senior
Vice President
Chief
Operating Officer
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