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:    February 2, 2011
 
(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 1.01.   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On February 2, 2011, the Compensation Committee of the InsWeb Board of Directors approved a resolution accelerating the vesting of an option grant to Mr. Kiran Rasaretnam, CFO, for 4,500 shares and to Mr. Steven Yasuda, CAO, for 1,500 shares. The option grants will be exercisable as of February 2, 2011. Without the acceleration of the vesting, the options under the grants would have both vested and expired on April 20, 2011.
 
Item 2.02.   RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
 
On February 7, 2011, InsWeb Corporation issued a press release announcing financial results for the three months and fiscal year ended December 31, 2010. 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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On February 2, 2011, the Board of Directors of InsWeb Corporation (“Corporation”) approved an amendment to the Corporation’s By-Laws, effective immediately, to re-designate Articles X and XI as Articles XI and XII, respectively, and to add a new Article X that provides that, unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine. The amendment further provides that any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation is deemed to have notice of and consented to the foregoing provision.

Article X of the By-Laws of the Corporation reflecting this amendment is filed as Exhibit 3.1 to this report.

 
Item 9.01   FINANCIAL STATEMENTS AND EXHIBITS 

 
Exhibit 99.1
Press release dated February 7, 2011.


Exhibit
   
Number
 
Description
3.1
 
Article X of the By-Laws of InsWeb Corporation, as amended.

  
 
 

 
 
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: February 7, 2011
INSWEB CORPORATION
 
(Registrant)
   
 
/s/ L. Eric Loewe
 
L. Eric Loewe
 
SVP, General Counsel and Secretary
 
 


  

 




ARTICLE X
 
Forum for Adjudication of Disputes
 
Unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the corporation is deemed to have notice of and consented to the foregoing provision.
 





INSWEB LOGO

News Release



Investor Relations Contact:
Jennifer Jarman
The Blueshirt Group, for InsWeb
415-217-5866
jennifer@blueshirtgroup.com

InsWeb Reports Fourth Quarter and Fiscal 2010 Results
Revenue and Adjusted EBITDA Reach Fourth Quarter and Fiscal Year Records

SACRAMENTO, Calif., February 7, 2011 – InsWeb Corp. (NASDAQ: INSW), a leading online insurance comparison provider, today announced financial results for the fourth quarter and year ended December 31, 2010,  which include the fourth quarter results of Potrero Media Corporation acquired on October 1, 2010.
 
Revenues for fiscal 2010 were $42.4 million, an increase of 20% as compared to $35.2 million for fiscal 2009.  Net income for fiscal 2010 was $1.3 million, or $0.23 per diluted share.   This compares to a net loss of $1.3 million, or $0.26 per diluted share, for fiscal 2009.
 
Revenues for the fourth quarter of 2010 were $13.2 million, an increase of approximately 52% as compared to $8.7 million in the fourth quarter of 2009, and an increase of approximately 26% as compared to $10.5 million in the third quarter of 2010.  Net income for the fourth quarter of 2010 was $146,000, or $0.02 per diluted share.  This compares to net income of $705,000, or $0.14 per diluted share, in the fourth quarter of 2009, and net income of $357,000 or $0.07 per diluted share, in the third quarter of 2010.
 
Adjusted EBITDA, a non-GAAP financial measure used by InsWeb’s management and defined below, was $1.0 million in the fourth quarter of 2010,  as compared to Adjusted EBITDA of $785,000 in the fourth quarter of 2009, and $1.3 million in the third quarter of 2010.  Adjusted EBITDA for fiscal 2010 was $3.4 million, compared to $103,000 for fiscal 2009.
 
“Our record fourth quarter results capped off a year of tremendous progress and execution for InsWeb as we continued our efforts to refine our model, align our cost structure and improve our operating leverage.  In addition, we completed a sizeable acquisition that broadens our offerings in the health insurance segment as well as complements our marketing efforts, positioning the company for continued growth moving forward,” stated InsWeb Chairman & CEO Hussein Enan.  “We believe InsWeb is very well-positioned in the online lead generation market for personal lines insurance, and we look forward to building on our record of growth and profitability in 2011.  We remain focused on cash generation and continue to evaluate potential acquisitions that are synergistic with our business and that conform to our profitability goals.”
 
InsWeb also announced that the Board of Directors authorized the Company to file a universal shelf registration statement on Form S-3.  Once filed with and declared effective by the Securities Exchange Commission, the shelf registration statement will cover the potential issuance of up to $15 million of new securities.  The filing of the shelf registration statement is designed to provide InsWeb with greater flexibility to take advantage of acquisition, financing and other business opportunities when and if such opportunities arise.  As of the date of this release, InsWeb has no specific plans to issue securities under the shelf registration statement. Accordingly, no assurances can be given as to whether or when any offering under this registration statement will be completed or the exact number of shares that may be issued by InsWeb.  This announcement does not constitute an offer of any securities for sale.
 
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.


InsWeb Corporation
               
NON-GAAP FINANCIAL MEASURE AND RECONCILIATION
               
(In thousands)
(unaudited)
   
Three months ended
 
Twelve months ended
   
December 31,
September 30,
December 31,
 
December 31,
December 31,
   
2010
2010
2009
 
2010
2009
Net income (loss)
$146
$357
$705
 
$1,295
($1,261)
     Less
             
 
Interest income
5
8
5
 
25
28
     Add
             
 
Interest expense
26
-
-
 
26
-
 
Provision (benefit)  for income taxes
(17)
10
-
 
-
-
 
Share-based compensation expense
337
277
28
 
928
820
 
Depreciation and amortization of property, equipment and intangible assets from continuing operations
363
34
46
 
474
188
 
Acquisition costs
152
592
-
 
744
-
 
Severance and other
-
-
11
 
-
384
Adjusted EBITDA from continuing operations
$1,002
$1,262
$785
 
$3,442
$103



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.
 
Earnings Call Information
 
The InsWeb fourth quarter and fiscal year 2010 teleconference and webcast is scheduled to begin at 2:00 p.m., Pacific Time, on Monday, February 7, 2011. To participate on the live call, analysts and investors should dial 1-877-941-8416 at least ten minutes prior to the call. InsWeb will also offer a live and archived webcast of the conference call, accessible from the "Events & Presentations" page of InsWeb's Investor Relations website at http://investor.insweb.com/events.cfm.

 
 

 
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 , InsuranceRates.com , LocalInsuranceAgents.com , and   AgentInsider.com . InsWeb has invented multiple e-commerce and online insurance distribution technologies and owns the following patents: 6,898,597; 7,107,325; 7,389,246; 7,640,176 and 7,707,505.

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;  strategic initiatives aimed at accelerating growth and profitability, including strategic acquisitions; 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; the effects of competition on the Company’s consumer acquisition strategies; the Company's ability to attract and integrate new insurance providers and strategic partners; 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
 
Year ended
       
December 31,
 
December 31,
       
2010
2009
 
2010
2009
Revenues:
             
 
Transactions                                                          
$13,153
$8,670
 
$42,199
$35,002
 
Other                                                          
36
41
 
160
167
Total revenues
13,189
8,711
 
42,359
35,169
                 
Operating expenses:
           
 
Direct marketing
8,945
5,684
 
28,370
23,397
 
Sales and marketing                                                          
1,874
1,282
 
5,743
6,588
 
Technology
944
467
 
2,629
3,418
 
General and administrative                                                          
1,276
578
 
4,321
3,055
Total operating expenses                                                             
13,039
8,011
 
41,063
36,458
Income (loss) from operations                                                             
150
700
 
1,296
(1,289)
     Interest expense                                                             
(26)
-
 
(26)
-
     Interest income                                                             
5
5
 
25
28
Income (loss) before income taxes                                                             
129
705
 
1,295
(1,261)
Benefit for income taxes                                                             
17
-
 
-
-
Net income (loss)                                                             
$146
$705
 
$1,295
$(1,261)
 
Net income (loss) per share:
         
Basic                                                        
$0.02
$0.15
 
$0.26
$(0.26)
Diluted                                                        
$0.02
$0.14
 
$0.23
$(0.26)
           
Weighted average shares used in computing
         
Net income (loss) per share:
         
Basic                                                        
5,369
4,806
 
4,972
4,796
Diluted                                                        
6,309
5,076
 
5,611
4,796
             

 
 

 
INSWEB CORPORATION
   
CONDENSED CONSOLIDATED BALANCE SHEETS
   
[Amounts in thousands]
   
[unaudited]
   
         
December 31,
 
December 31,
 
         
2010
 
2009
 
ASSETS
             
                 
Current assets:
             
 
Cash and cash equivalents
$6,733
 
$6,401
 
 
Short-term investments
1,137
 
-
 
 
Accounts receivable, net
3,307
 
2,014
 
 
Restricted cash equivalents and short-term investments
580
 
2,105
 
 
Prepaid expenses and other current assets
559
 
710
 
 
Related party receivable
319
 
-
 
   
Total current assets
12,635
 
11,230
 
                 
Intangible assets                                                                                  
6,965
 
150
 
Goodwill                                                                                  
2,523
 
-
 
Related party receivable                                                                                  
-
 
311
 
Property and equipment                                                                                  
171
 
109
 
Other assets                                                                                  
32
 
80
 
 
Total assets
$22,326
 
$11,880
 
               
LIABILITIES AND SHAREHOLDERS' EQUITY
         
                 
Current liabilities:
             
 
Accounts payable
$3,740
 
$2,113
 
 
Accrued expenses
432
 
635
 
 
Current liability, Potrero
1,172
 
-
 
 
Deferred revenue
2,321
 
804
 
   
Total current liabilities
7,665
 
3,552
 
               
Noncurrent liability, Potrero                                                                                  
2,071
 
-
 
 
Total liabilities
9,736
 
3,552
 
Shareholders' equity:
           
 
Common stock
9
 
8
 
 
Paid-in capital
210,587
 
207,617
 
 
Treasury stock
(6,334)
 
(6,334)
 
 
Accumulated deficit
(191,672)
 
(192,963)
 
   
Total shareholders' equity
12,590
 
8,328
 
 
Total liabilities and shareholders’ equity
$22,326
 
$11,880