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:
July
28, 2009
(Date of
earliest event reported)
INSWEB
CORPORATION
(Exact
name of Registrant as specified in its charter)
|
Delaware
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0-26083
|
94-3220749
|
||
|
(State
or other jurisdiction of
|
(Commission
file number)
|
(IRS
Employer
|
||
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incorporation
or organization)
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Identification
Number)
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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))
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|
o
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On July
28, 2009, InsWeb Corporation issued a press release announcing financial results
for the three months ended June 30, 2009. 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 July 28, 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.
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Dated:
July 28, 2009
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INSWEB
CORPORATION
|
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(Registrant)
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|
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/s/
Kiran Rasaretnam
|
|
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Kiran
Rasaretnam
|
|
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Chief
Financial Officer
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3
News
Release
Investor
Relations Contact:
Jonathon
Tudor
InsWeb
Corporation
916-853-3386
jtudor@insweb.com
InsWeb
Reports Second Quarter 2009 Results
SACRAMENTO, Calif., July 28,
2009
– InsWeb Corp. (NASDAQ: INSW), a leading online insurance
marketplace, today announced results for the second quarter ended June 30,
2009.
Revenues
for the second quarter of 2009 were $8.0 million, a decrease of approximately
16% as compared to $9.5 million in the first quarter of 2009, and a decrease of
approximately 9% as compared to $8.8 million in the second quarter of 2008. Net
loss for the second quarter of 2009 was $595,000, or $0.12 per diluted share.
This compares with a net loss of $501,000, or $0.10 per diluted share, in the
first quarter of 2009, and a net loss of $977,000, or $0.21 per diluted share,
in the second quarter of 2008.
Adjusted
EBITDA, a non-GAAP financial measure used by InsWeb’s management and defined
below, was a loss of $473,000 in the second quarter of 2009, as compared to a
loss of $401,000 in the first quarter of 2009 and to a loss of $518,000 in the
second quarter of 2008.
“Despite
the impact to our business of ongoing weakness in the auto and housing markets,
we continue to make progress toward both our short and long-term goals,” said
InsWeb Corp. Chairman and CEO Hussein Enan. “Our first priority is a return to
profitability, and to this end we are focused on aggressively managing expenses
while growing our network of carriers and agents and reducing the cost of
acquiring traffic. We are also making great progress with our
initiatives designed to drive traffic to a network of consumer-focused,
content-rich sites. These include our consumer information portal,
FreeInsuranceAdvice.com, which debuted a few months ago, and the recent launch
of BestInsuranceMatch.com, which uses new technology to provide consumers with a
unique way to shop for car insurance. Additionally, we are making strong
progress on what we believe will be our most game-changing platform yet
—
InsuranceRates.com.
When launched later this year, InsuranceRates.com will allow insurance
shoppers
to
compare the rates, services and policy features of multiple carriers
before choosing whether or not to pass on their personal information. This
will be a first for our industry and, we believe, a very compelling value
proposition for consumers.”
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.
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InsWeb
Corporation
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||||
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NON-GAAP
FINANCIAL MEASURE AND RECONCILIATION
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||||
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(In
thousands)
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||||
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(unaudited)
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||||
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Three
months ended
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||||
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June 30,
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March 31,
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June 30,
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||
|
2009
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2009
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2008
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||
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Net
loss
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$ (595)
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$ (501)
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$ (977)
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|
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Less
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||||
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Interest
income
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6
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14
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60
|
|
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Add
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||||
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Provision
(benefit) for income taxes
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35
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(35)
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(9)
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|
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Share-based
compensation expense
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46
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101
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78
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|
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Depreciation
and amortization of property,
equipment
and intangible assets
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47
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48
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40
|
|
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Non-recurring expenses
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-
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-
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410
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|
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Adjusted
EBITDA from continuing operations
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$ (473)
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$ (401)
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$ (518)
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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;
BestInsuranceMatch.com
,
the only site that allows consumers to request car insurance quotes from the
companies they choose based on factors such as price, financial strength and
online features;
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 BestInsuranceMatch.com, FreeInsuranceAdvice.com and
InsuranceRates.com; 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.
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INSWEB
CORPORATION
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|||||||||
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CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
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|||||||||
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[
Amounts in thousands, except per share amounts ]
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|||||||||
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[ unaudited ]
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|||||||||
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Three
months ended
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Six
months ended
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||||||||
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June
30,
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June
30,
|
||||||||
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2009
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2008
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2009
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2008
|
||||||
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Revenues:
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|||||||||
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Transactions
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$7,941
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$8,751
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$
17,425
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$
21,722
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|||||
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Other
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42
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58
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84
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119
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|||||
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Total
revenues
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7,983
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8,809
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17,509
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21,841
|
|||||
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Operating
expenses:
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|||||||||
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Direct
marketing
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5,334
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6,238
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11,879
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15,543
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|||||
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Sales
and
marketing
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1,671
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1,433
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3,441
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2,728
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|||||
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Technology
|
901
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811
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1,859
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1,627
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|||||
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General
and
administrative
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643
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1,373
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1,446
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2,399
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|||||
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Total
operating
expenses
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8,549
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9,855
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18,625
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22,297
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|||||
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Loss
from
operations
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(566)
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(1,046)
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(1,116)
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(456)
|
|||||
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Interest
income
|
6
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60
|
20
|
149
|
|||||
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Loss
before income
taxes
|
(560)
|
(986)
|
(1,096)
|
(307)
|
|||||
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Provision
(credit) for income taxes
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35
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(9)
|
-
|
-
|
|||||
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Net
loss
|
$(595)
|
$(977)
|
$(1,096)
|
$(307)
|
|||||
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Net
loss per share:
|
|||||||||
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Basic
|
$(0.12)
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$(0.21)
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$(0.23)
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$(0.07)
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|||||
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Diluted
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$(0.12)
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$(0.21)
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$(0.23)
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$(0.07)
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|||||
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Weighted
average shares used in computing
|
|||||||||
|
Net
loss per share:
|
|||||||||
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Basic
|
4,791
|
4,689
|
4,789
|
4,665
|
|||||
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Diluted
|
4,791
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4,689
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4,789
|
4,665
|
|||||
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INSWEB
CORPORATION
|
||||||||||||||||
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CONDENSED
CONSOLIDATED BALANCE SHEETS
|
||||||||||||||||
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[Amounts
in thousands]
|
||||||||||||||||
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[unaudited]
|
||||||||||||||||
|
June
30,
|
December
31,
|
|||||||||||||||
|
2009
|
2008
|
|||||||||||||||
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ASSETS
|
||||||||||||||||
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Current
assets:
|
||||||||||||||||
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Cash
and cash equivalents
|
$5,772
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$
9,238
|
||||||||||||||
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Accounts
receivable, net
|
1,977
|
1,450
|
||||||||||||||
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Prepaid
expenses and other current assets
|
453
|
711
|
||||||||||||||
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Restricted
cash
|
2,105
|
-
|
||||||||||||||
|
Total
current assets
|
10,307
|
11,399
|
||||||||||||||
|
Related
party
receivable
|
307
|
304
|
||||||||||||||
|
Property
and
equipment
|
179
|
249
|
||||||||||||||
|
Other
assets
|
269
|
329
|
||||||||||||||
|
Total
assets
|
$11,062
|
$12,281
|
||||||||||||||
|
LIABILITIES AND SHAREHOLDERS'
EQUITY
|
||||||||||||||||
|
Current
liabilities:
|
||||||||||||||||
|
Accounts
payable
|
$ 2,064
|
$ 2,138
|
||||||||||||||
|
Accrued
expenses
|
769
|
1,014
|
||||||||||||||
|
Deferred
revenue
|
465
|
437
|
||||||||||||||
|
Total
current liabilities
|
3,298
|
3,589
|
||||||||||||||
|
Commitments
and contingencies
Shareholders'
equity:
|
||||||||||||||||
|
Common
stock
|
8
|
8
|
||||||||||||||
|
Paid-in
capital
|
206,889
|
206,719
|
||||||||||||||
|
Treasury
stock
|
(6,334)
|
(6,334)
|
||||||||||||||
|
Unrealized
gain on available-for-sale securities
|
-
|
1
|
||||||||||||||
|
Accumulated
deficit
|
(192,799)
|
(191,702)
|
||||||||||||||
|
Total
shareholders'
equity
|
7,764
|
8,692
|
||||||||||||||
|
Total
liabilities and shareholders’ equity
|
$
11,062
|
$
12,281
|
||||||||||||||