Current Report
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
Of
the Securities Exchange Act of 1934
Date of
Report:
April
20, 2009
(Date of
earliest event reported)
INSWEB
CORPORATION
(Exact
name of Registrant as specified in its charter)
|
Delaware
|
0-26083
|
94-3220749
|
||
|
(State
or other jurisdiction of
|
(Commission
file number)
|
(IRS
Employer
|
||
|
incorporation
or organization)
|
Identification
Number)
|
11290
Pyrites Way, Suite 200
Gold
River, California 95670
(Address
of principal executive offices)
(916)
853-3300
(Registrant’s
telephone number, including area code)
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:
|
o
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On April
20, 2009, InsWeb Corporation issued a press release announcing financial results
for the three months ended March 31, 2008. The press release is attached to this
report as Exhibit 99.1.
The attached Press Release shall be
considered “furnished” pursuant to this Current Report on Form 8-K and shall not
be deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that Section
nor shall it be deemed incorporated by reference into any of InsWeb
Corporation’s reports or filings with the Securities and Exchange Commission,
whether made before or after the date hereof, except as expressly set forth by
specific reference in such filing.
InsWeb
Corporation has made reference to non-GAAP financial information in the press
release; a reconciliation of these non-GAAP financial measures to the comparable
GAAP financial measures is contained in the attached press release.
Item
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No.99.1 Press
release issued by InsWeb Corporation dated April 20, 2009
2
SIGNATURE
In
accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
Dated:
April 20, 2009
|
INSWEB
CORPORATION
|
|
(Registrant)
|
|
|
/s/
Kiran Rasaretnam
|
|
|
Kiran
Rasaretnam
|
|
|
Chief
Financial Officer
|
3
News
Release
Investor
Relations Contact:
Jennifer
Jarman
The
Blueshirt Group
415-217-7722
jennifer
@blueshirtgroup.com
InsWeb
Reports First Quarter 2009 Results
SACRAMENTO, Calif., April 20,
2009
– InsWeb Corp. (NASDAQ: INSW), a leading online insurance
marketplace, today announced results for the first quarter ended March 31,
2009.
Revenues
for the first quarter of 2009 were $9.5 million, an increase of approximately
44% as compared to $6.6 million in the fourth quarter of 2008, and a decrease of
approximately 27% as compared to $13.0 million in the first quarter of 2008. Net
loss for the first quarter of 2009 was $501,000, or $0.10 per diluted share.
This compares with a net loss of $1.3 million, or $0.27 per diluted share, in
the fourth quarter of 2008 and to net income of $670,000, or $0.12 per diluted
share, in the first quarter of 2008.
Adjusted EBITDA, a non-GAAP financial
measure used by InsWeb’s management and defined below, was a loss of $401,000 in
the first quarter of 2009, as compared to a loss of $1.2 million in the fourth
quarter of 2008 and to income of $958,000 in the first quarter of
2008.
“Our
first quarter results reflect typical seasonal trends following the slowest
quarter of the year, and we were focused on reducing our net loss, which
narrowed by more than half on a sequential basis,” stated InsWeb Chairman &
CEO Hussein Enan. “This is based on slow but steady progress across our consumer
and carrier related initiatives designed to return the company to profitability,
combined with aggressive expense management. Additional highlights
during the quarter included the successful launch of our consumer information
center at FreeInsuranceAdvice.com and surpassing another milestone through our
AgentInsider® program with the delivery of our 3 millionth lead.”
Management
will not be holding a conference call to discuss its quarterly results.
Interested investors are welcome to contact the company through the investor
relations contact provided on this release.
Non-GAAP
Financial Information
In evaluating InsWeb’s business, the
Company’s management considers and uses Adjusted EBITDA as a supplemental
measure of operating performance. Adjusted EBITDA refers to a
financial measure that the Company defines as net income (loss) excluding
interest, taxes, depreciation, amortization, share-based compensation, and other
non-recurring gains and losses that are not related to the Company’s continuing
operations. This measure is an essential component of InsWeb’s
internal planning process because it facilitates period-to-period comparisons of
the Company’s operating performance by eliminating potential differences in net
income (loss) caused by the existence and timing of non-cash charges and
non-recurring gains and losses. Furthermore, Adjusted EBITDA reflects
the key revenue and expense items for which InsWeb’s operating managers are
responsible.
Adjusted
EBITDA is not a measurement of the Company’s financial performance under U.S.
GAAP and has limitations as an analytical tool. You should not
consider it in isolation or as a substitute for the Company’s U.S. GAAP net
income (loss). The principal limitations of this measure are that: 1)
it does not reflect the Company’s actual expenses and may thus have the effect
of inflating or reducing the Company’s net income (loss) and net income (loss)
per share; and 2) it may not be comparable to Adjusted EBITDA as reported by
other companies.
About
InsWeb
InsWeb
Corporation (NASDAQ: INSW) owns and operates a network of leading insurance
marketplace and education websites. Founded in 1995 and headquartered in
Sacramento, California, InsWeb’s primary properties include InsWeb.com, where
visitors can view independent research and quickly obtain actionable insurance
quotes from multiple carriers; AgentInsider.com, a top-rated online marketing
source for insurance agents; and FreeInsuranceAdvice.com, the leading online
destination for insurance information and advice. In 2008, more than 10 million
consumers turned to InsWeb for answers to their insurance questions. To learn
more about InsWeb Corporation, visit www.InsWeb.com.
For
further information regarding InsWeb Corporation, please review the Company’s
filings with the Securities and Exchange Commission, including Quarterly Reports
on Form 10-Q and Annual Reports on Form 10-K, and in particular
Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
This news release contains
forward-looking statements reflecting management's current forecast of certain
aspects of the Company's future. It is based on current information, which we
have assessed, but which by its nature is dynamic and subject to rapid and even
abrupt changes. Forward-looking statements include statements expressing the
intent, belief or current expectations of the Company and members of our
management team
regarding: projected future
revenues, revenue growth, expenses, profitability and financial position;
marketing and consumer acquisition; the results of strategic initiatives,
including AgentInsider and the Agent Directory; increased or decreased
participation by insurance companies, agents and other purchasers of consumer
leads; and product and technological implementations. The Company's actual
results might differ materially from those stated or implied by such
forward-looking statements due to risks and uncertainties associated with the
Company's business, which include, but are not limited to: variations in
consumer usage of the internet to shop for and purchase insurance; the
willingness and capability of insurance companies or other insurance entities to
offer their products or instant quotes on the Company’s website or through the
Company’s licensed subsidiaries; changes in the Company's relationships with
existing insurance companies or other customers, including, changes due to
consolidation within the insurance industry; changes in the Company’s
relationship with strategic and/or marketing partners; the Company's ability to
attract and integrate new insurance providers and strategic partners;
implementation of competing Internet strategies by existing and potential
competitors; implementation and consumer acceptance of new product or service
offerings; the outcome of litigation in which the Company is a party; insurance
and financial services industry regulation; fluctuations in operating results;
or other unforeseen factors. The forward-looking statements should be considered
in the context of these and other risk factors disclosed in the Company's
filings with the Securities and Exchange Commission.
“INSWEB”
and “AGENTINSIDER” are registered service marks of InsWeb Corporation. All marks
above are those of InsWeb Corporation, except for those of insurance insurers,
brokers, agents, industry organizations, financial institutions, online
partners, service providers, other mentioned companies and educational
institutions, which are the marks of their respective entities.
|
INSWEB
CORPORATION
|
||||||||
|
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||
|
[
Amounts in thousands, except per share amounts ]
|
||||||||
|
[ unaudited ]
|
||||||||
|
Three
months ended
|
||||||||
|
March
31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Revenues:
|
||||||||
|
Transactions
|
$9,484
|
$12,971
|
||||||
|
Other
|
42
|
61
|
||||||
|
Total
revenues
|
9,526
|
13,032
|
||||||
|
Operating
expenses:
|
||||||||
|
Direct
marketing
|
6,545
|
9,305
|
||||||
|
Sales
and
marketing
|
1,770
|
1,295
|
||||||
|
Technology
|
958
|
816
|
||||||
|
General
and
administrative
|
803
|
1,026
|
||||||
|
Total
operating
expenses
|
10,076
|
12,442
|
||||||
|
Income
(loss) from
operations
|
(550)
|
590
|
||||||
|
Interest
income
|
14
|
89
|
||||||
|
Income
(loss) before income taxes
|
(536)
|
679
|
||||||
|
Provision
(benefit) for income taxes
|
(35)
|
9
|
||||||
|
Net
income
(loss)
|
$(501)
|
$670
|
||||||
|
Net
income (loss) per share
:
|
||||||||
|
Basic
|
$(0.10)
|
$0.14
|
||||||
|
Diluted
|
$(0.10)
|
$0.12
|
||||||
|
Weighted
average shares used in computing
|
||||||||
|
net
income (loss) per share:
|
||||||||
|
Basic
|
4,787
|
4,641
|
||||||
|
Diluted
|
4,787
|
5,783
|
||||||
|
INSWEB
CORPORATION
|
|||||||||||||||
|
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
|||||||||||||||
|
[Amounts
in thousands]
|
|||||||||||||||
|
[unaudited]
|
|||||||||||||||
|
March
31,
|
December
31,
|
||||||||||||||
|
2009
|
2008
|
||||||||||||||
|
ASSETS
|
|||||||||||||||
|
Current
assets:
|
|||||||||||||||
|
Cash
and cash equivalents
|
$4,059
|
$
9,238
|
|||||||||||||
|
Short
term investments
|
1,998
|
-
|
|||||||||||||
|
Restricted
cash
|
2,229
|
-
|
|||||||||||||
|
Accounts
receivable, net
|
3,483
|
1,450
|
|||||||||||||
|
Prepaid
expenses and other current assets
|
544
|
711
|
|||||||||||||
|
Total
current assets
|
12,313
|
11,399
|
|||||||||||||
|
Property
and
equipment
|
213
|
249
|
|||||||||||||
|
Related
Party
Receivable
|
306
|
304
|
|||||||||||||
|
Other
assets
|
301
|
329
|
|||||||||||||
|
Total
assets
|
$13,133
|
$12,281
|
|||||||||||||
|
LIABILITIES AND SHAREHOLDERS'
EQUITY
|
|||||||||||||||
|
Current
liabilities:
|
|||||||||||||||
|
Accounts
payable
|
$ 3,364
|
$ 2,138
|
|||||||||||||
|
Accrued
expenses
|
1,033
|
1,014
|
|||||||||||||
|
Deferred
revenue
|
422
|
437
|
|||||||||||||
|
Total
current liabilities
|
4,819
|
3,589
|
|||||||||||||
|
Commitments
and contingencies
Shareholders'
equity:
|
|||||||||||||||
|
Common
stock
|
8
|
8
|
|||||||||||||
|
Paid-in
capital
|
206,843
|
206,719
|
|||||||||||||
|
Treasury
stock
|
(6,334)
|
(6,334)
|
|||||||||||||
|
Accumulated
other comprehensive income (loss)
|
1
|
1
|
|||||||||||||
|
Accumulated
deficit
|
(192,204)
|
(191,702)
|
|||||||||||||
|
Total
shareholders'
equity
|
8,314
|
8,692
|
|||||||||||||
|
Total
liabilities and shareholders’ equity
|
$
13,133
|
$
12,281
|
|||||||||||||