Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Bankrate, Inc. | d254734d8k.htm |
Exhibit 99.1
www.bankrate.com
For more information contact:
Edward J. DiMaria
SVP, Chief Financial Officer
edimaria@bankrate.com
(917) 368-8608
Bruce J. Zanca
SVP, Chief Communications/Marketing Officer
bzanca@bankrate.com
(917) 368-8648
FOR IMMEDIATE RELEASE
Reminder — Conference Call and Webcast Today at 4:30 P.M. Eastern Time
Interactive Dial-In: (866) 800-8649, Passcode 19238312. International Callers Dial-In (617) 614-2703, Passcode 19238312 (10 minutes before the call). Webcast: http://investor.bankrate.com/
BANKRATE ANNOUNCES THIRD QUARTER 2011 FINANCIAL RESULTS
Revenue of $112.9 million, up 60%
Adjusted EBITDA of $36.0 million, up 55%
Adjusted EPS of $0.18, up 80%
NEW YORK, NY – October 27, 2011 – Bankrate, Inc. (NYSE: RATE), today reported financial results for the third quarter ended September 30, 2011. Total revenue for the third quarter was $112.9 million compared to $70.6 million in the third quarter of 2010, an increase of 60%. On a pro forma basis, including the acquisitions of NetQuote and CreditCards.com (acquired in July and August of 2010), third quarter revenue was $34.2 million higher, an organic increase in revenue of 43% compared to the third quarter of 2010.
Net income was $7.1 million or $0.07 per fully diluted share in the third quarter of 2011, compared to a loss of $7.7 million, or $0.09 per fully diluted share in the third quarter of 2010. Earnings per fully diluted share, excluding share-based compensation expense, IPO and deal related expenses (“Adjusted EPS”), were $0.18 for the third quarter of 2011, compared to pro forma Adjusted EPS of $0.10 for the third quarter of 2010, representing a pro forma increase of 80%.
Adjusted earnings before interest, taxes, depreciation, and amortization, excluding share-based compensation expense and IPO and deal related expenses (“Adjusted EBITDA”), were $36.0 million in the third quarter of 2011 compared to $23.3 million in the third quarter of 2010, an increase of 55%. Adjusted EBITDA in the third quarter 2011 was $9.5 million higher, an organic increase of 36% compared to pro forma Adjusted EBITDA in the third quarter of 2010.
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Results for Nine Months Ended September 30, 2011
Total revenue for the nine months ended September 30, 2011 was $310.4 million compared to $143.3 million in the comparable period in 2010, representing a $167.1 million or 117% increase. On a pro forma basis, total revenue through September was $86.8 million higher, an organic increase in revenue of 39% compared to the same period in 2010.
Net loss was $27.5 million or $0.30 per fully diluted share for the nine months ended September 30, 2011, compared to a loss of $16.6 million, or $0.25 per fully diluted share in the comparable period in 2010. Adjusted EPS were $0.42 through September, compared to pro forma Adjusted EPS of $0.22 for the same period in 2010, representing an increase of 91%.
Adjusted EBITDA was $96.9 million for the nine months ended September 30, 2011 compared to $44.8 million in the comparable period in 2010, an increase of 116%. On a pro forma basis, total Adjusted EBITDA through September was $30.3 million higher, an increase of 46% compared to the same period in 2010.
“Our third quarter results confirm that our strategy is working and that our branded, content-rich, destination sites have become an even more valuable resource for consumers,” said Thomas R. Evans, President and CEO of Bankrate, Inc. “Q3 was an outstanding quarter, with significant growth in each of our operating sectors,” Mr. Evans added.
Fourth Quarter 2011 Guidance
“While the fourth quarter is off to a great start, we’re mindful of the current uncertain economic environment. Therefore, we want to be conservative and guide toward organic growth in Q4 in the lower 30% range,” Mr. Evans stated.
Third Quarter 2011 Financial Highlights
| • | Total revenue for the quarter was $112.9 million, an increase of 60%, or $42.3 million from the $70.6 million in the same period last year. On a pro forma basis, revenue was 43% or $34.2 million higher compared to the third quarter of 2010. |
| • | Pro forma Adjusted EBITDA in the third quarter was 36% or $9.5 million higher compared to the third quarter of 2010. |
| • | Display advertising or CPM revenue in the third quarter was 3% higher compared to the same period last year. |
| • | Hyperlink or CPC revenue for the quarter was 63% higher compared to the same period last year. |
| • | Lead generation revenue was 67% higher compared to the third quarter 2010. |
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| • | Print publishing and licensing revenue for the third quarter was 24% higher compared to the third quarter of 2010. |
| • | At the end of the third quarter, the company’s leverage ratio was 1.6x (1.1x on a net debt basis) the pro forma trailing twelve months EBITDA of $123 million compared to 1.7x at the end of the second quarter of 2011. |
| • | On October 10th, Bankrate announced the acquisition of substantially all of the assets relating to the insurance lead generation and marketing businesses of InsWeb, Inc (NASDAQ:INSW). The acquisition is expected to be immediately accretive, and will complement Bankrate’s existing online insurance lead generation business. The company expects the acquisition to close around year end. |
October 27, 2011 Conference Call Interactive Dial-In and Webcast Information:
To participate in the teleconference please call: (866) 800-8649, passcode 19238312. International participants should dial: (617) 614-2703, passcode 19238312. Please access at least 10 minutes prior to the time the conference is set to begin. A Webcast of this call can be accessed at Bankrate’s Website: http://investor.bankrate.com/.
Replay Information:
A replay of the conference call will be available beginning October 27, 2011 at 7:30 p.m. ET / 4:30 p.m. PT through November 3, 2011 at 11:59 p.m. ET / 8:59 p.m. PT. To listen to the replay, call (888) 286-8010 and enter the passcode: 99124109. International callers should dial (617) 801-6888 and enter the passcode: 99124109.
Non-GAAP Measures:
To supplement Bankrate’s financial statements presented in accordance with generally accepted accounting principles (“GAAP”), Bankrate uses non-GAAP measures of certain components of financial performance, including EBITDA, Adjusted EBITDA, Adjusted EPS, which are adjusted from results based on GAAP to exclude certain expenses, gains and losses. These non-GAAP measures are provided to enhance investors’ overall understanding of Bankrate’s current financial performance and its prospects for the future. Specifically, Bankrate 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 Bankrate has historically reported certain non-GAAP results to investors, Bankrate 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. The non-GAAP measures included in this press release have been reconciled to the nearest GAAP measure in the financial tables below.
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About Bankrate, Inc.
Bankrate is a leading publisher, aggregator and distributor of personal finance content on the Internet. Bankrate provides consumers with proprietary, fully researched, comprehensive, independent and objective personal finance editorial content across multiple vertical categories including mortgages, deposits, insurance, credit cards, and other categories, such as retirement, automobile loans, and taxes. The Bankrate network includes Bankrate.com, our flagship website, and other owned and operated personal finance websites, including CreditCards.com, Interest.com, Bankaholic.com, Mortgage-calc.com, CreditCardGuide.com, Nationwide Card Services, InsuranceQuotes.com, CarInsuranceQuotes.com, InsureMe, Bankrate.com.cn, CreditCards.ca, NetQuote.com, and CD.com. Bankrate aggregates rate information from over 4,800 institutions on more than 300 financial products. With coverage of nearly 600 local markets in all 50 U.S. states, Bankrate generates over 172,000 distinct rate tables capturing on average over three million pieces of information daily. Bankrate develops and provides web services to over 75 co-branded websites with online partners, including some of the most trusted and frequently visited personal finance sites on the Internet such as Yahoo!, AOL, CNBC and Bloomberg. In addition, Bankrate licenses editorial content to over 100 newspapers on a daily basis including The Wall Street Journal, USA Today, The New York Times, The Los Angeles Times and The Boston Globe.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995:
Certain matters included in the discussion above may be “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of the Company and members of our management team. Such forward-looking statements include, without limitation, statements made with respect to future revenue, revenue growth, market acceptance of our products, and profitability. Investors and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include the following: the willingness of our advertisers to advertise on our web site; increased competition and its effect on our website traffic, advertising rates, margins and market share; our dependence on internet search engines to attract a significant portion of the visitors to our websites; interest rate volatility; technological changes; our ability to manage traffic on our websites and service interruptions; our
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ability to maintain and develop our brands and content; the fluctuations of our results of operations from period to period; our indebtedness and the effect such indebtedness may have on our business; our need and our ability to incur additional debt or equity financing; our ability to integrate the operations and realize the expected benefits of businesses that we have acquired and may acquire in the future; the effect of unexpected liabilities we assume from our acquisitions; our ability to attract and retain executive officers and personnel; the impact of resolution of lawsuits to which we are a party; our ability to protect our intellectual property; the effects of facing liability for content on our Online Network; our ability to establish and maintain distribution arrangements; our ability to maintain good working relationships with our customers and third-party providers and to continue to attract new customers; the effect of our expansion of operations in China and possibly expansion to other international markets, in which we may have limited experience; the willingness of consumers to accept the Internet and our online network as a medium for obtaining financial product information; the concentration of ownership of our common stock; the strength of the U.S. economy in general; changes in monetary and fiscal policies of the U.S. Government; changes in consumer spending and saving habits; changes in the legal and regulatory environment; changes in accounting principles, policies, practices or guidelines and our ability to manage the risks involved in the foregoing. These and additional important factors to be considered are set forth under “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”‘ and in the other sections of our Registration Statement on Form S-1 and in our other filings with the Securities and Exchange Commission. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results or expectations.
-Financial Statements Follow-
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Bankrate, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
($ In thousands, except per share data)
| (Unaudited) | ||||||||
| September 30, 2011 |
December 31, 2010 |
|||||||
| Assets |
||||||||
| Cash and cash equivalents |
$ | 64,489 | $ | 115,630 | ||||
| Accounts receivable, net of allowance for doubtful accounts of $860 and $943 at September 30, 2011 and December 31, 2010 |
69,205 | 42,731 | ||||||
| Deferred income taxes |
16,326 | 16,326 | ||||||
| Prepaid expenses and other current assets |
10,921 | 5,489 | ||||||
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| Total current assets |
160,941 | 180,176 | ||||||
| Furniture, fixtures and equipment, net of accumulated depreciation of $5,445 and $2,797 at September 30, 2011 and December 31, 2010 |
9,321 | 6,321 | ||||||
| Intangible assets, net of accumulated amortization of $71,473 and $42,058 at September 30, 2011 and December 31, 2010 |
352,299 | 365,745 | ||||||
| Goodwill |
573,745 | 559,168 | ||||||
| Other assets |
10,691 | 14,217 | ||||||
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| Total assets |
$ | 1,106,997 | $ | 1,125,627 | ||||
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| Liabilities and Stockholders’ Equity |
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| Liabilities |
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| Accounts payable |
$ | 7,936 | $ | 11,565 | ||||
| Accrued expenses |
20,139 | 17,143 | ||||||
| Deferred revenue and customer deposits |
2,662 | 6,435 | ||||||
| Payable to dissenting stockholders |
— | 56,698 | ||||||
| Accrued interest |
4,859 | 16,393 | ||||||
| Other current liabilities |
3,477 | 6,801 | ||||||
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| Total current liabilities |
39,073 | 115,035 | ||||||
| Deferred income taxes |
83,546 | 81,305 | ||||||
| Senior secured notes, net of unamortized discount |
193,537 | 297,417 | ||||||
| Other liabilities |
18,949 | 5,814 | ||||||
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| Total liabilities |
335,105 | 499,571 | ||||||
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| Commitment and contingncies |
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| Stockholders’ equity |
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| Common stock, par value $.01 per share - 300,000,000 shares authorized at September 30, 2011 and December 31, 2010; 99,994,600 and 87,379,865 shares issued and outstanding at September 30, 2011 and December 31, 2010 |
1,000 | 874 | ||||||
| Additional-paid in capital |
830,215 | 657,095 | ||||||
| Accumulated deficit |
(58,640 | ) | (31,173 | ) | ||||
| Accumulated other comprehensive loss |
(683 | ) | (740 | ) | ||||
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| Total stockholders’ equity |
771,892 | 626,056 | ||||||
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| Total liabilities and stockholders’ equity |
$ | 1,106,997 | $ | 1,125,627 | ||||
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Bankrate, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
($ In thousands, except per share data)
| (Unaudited) | (Unaudited) | |||||||||||||||
| Three months ended | Nine months ended | |||||||||||||||
| September 30, 2011 |
September 30, 2010 |
September 30, 2011 |
September 30, 2010 |
|||||||||||||
| Revenue |
$ | 112,904 | $ | 70,617 | $ | 310,431 | $ | 143,334 | ||||||||
| Cost of revenue (excludes depreciation and amortization) |
38,044 | 27,812 | 111,229 | 56,506 | ||||||||||||
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| Gross margin |
74,860 | 42,805 | 199,202 | 86,828 | ||||||||||||
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| Operating expenses: |
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| Sales |
3,660 | 2,301 | 9,701 | 6,255 | ||||||||||||
| Marketing |
23,966 | 7,897 | 59,617 | 13,783 | ||||||||||||
| Product development |
3,608 | 2,761 | 10,565 | 6,280 | ||||||||||||
| General and administrative |
10,106 | 6,544 | 25,317 | 15,671 | ||||||||||||
| Legal settlement |
— | 141 | — | 141 | ||||||||||||
| Acquisition, offering and related expenses and related party fees |
1,163 | 13,099 | 40,858 | 16,139 | ||||||||||||
| Restructuring charges |
— | 2,698 | 238 | 3,358 | ||||||||||||
| Depreciation and amortization |
10,899 | 11,188 | 32,565 | 25,572 | ||||||||||||
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| 53,402 | 46,629 | 178,861 | 87,199 | |||||||||||||
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| Income (loss) from operations |
21,458 | (3,824 | ) | 20,341 | (371 | ) | ||||||||||
| Interest expense, net |
(6,519 | ) | (10,396 | ) | (25,439 | ) | (28,246 | ) | ||||||||
| Loss on early extinguishment of debt |
— | — | (16,629 | ) | — | |||||||||||
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| Income (loss) before income taxes |
14,939 | (14,220 | ) | (21,727 | ) | (28,617 | ) | |||||||||
| Income tax expense (benefit) |
7,807 | (6,478 | ) | 5,740 | (11,974 | ) | ||||||||||
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| Net income (loss) |
$ | 7,132 | $ | (7,742 | ) | $ | (27,467 | ) | $ | (16,643 | ) | |||||
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| Basic and diluted net income (loss) per share: |
||||||||||||||||
| Basic |
$ | 0.07 | $ | (0.09 | ) | $ | (0.30 | ) | $ | (0.25 | ) | |||||
| Diluted |
0.07 | (0.09 | ) | (0.30 | ) | (0.25 | ) | |||||||||
| Weighted average common shares outstanding: |
||||||||||||||||
| Basic |
99,879,865 | 82,839,063 | 92,233,345 | 66,239,400 | ||||||||||||
| Diluted |
100,427,391 | 82,839,063 | 92,750,855 | 66,239,400 | ||||||||||||
Bankrate, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations - NON-GAAP
($ In thousands, except per share data)
| (Unaudited) | (Unaudited) | |||||||||||||||
| Three months ended | Nine months ended | |||||||||||||||
| September 30, 2011 |
September 30, 2010 |
September 30, 2011 |
September 30, 2010 |
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| Revenue |
$ | 112,904 | $ | 70,617 | $ | 310,431 | $ | 143,334 | ||||||||
| Cost of (excludes depreciation and amortization) |
37,841 | 27,812 | 110,992 | 56,506 | ||||||||||||
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| Gross margin |
75,063 | 42,805 | 199,439 | 86,828 | ||||||||||||
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| Operating expenses: |
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| Sales |
3,245 | 2,301 | 9,217 | 6,255 | ||||||||||||
| Marketing |
23,744 | 7,897 | 59,358 | 13,783 | ||||||||||||
| Product development |
3,160 | 2,761 | 10,042 | 6,280 | ||||||||||||
| General and administrative |
8,885 | 6,544 | 23,893 | 15,671 | ||||||||||||
| Legal settlement |
— | 141 | — | 141 | ||||||||||||
| Acquisition, offering and related expenses and related party fees |
1,163 | 13,099 | 40,858 | 16,139 | ||||||||||||
| Restructuring charges |
— | 2,698 | 238 | 3,358 | ||||||||||||
| Stock based compensation |
2,509 | — | 2,927 | — | ||||||||||||
| Depreciation and amortization |
10,899 | 11,188 | 32,565 | 25,572 | ||||||||||||
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| 53,605 | 46,629 | 179,098 | 87,199 | |||||||||||||
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| Income (loss) from operations |
21,458 | (3,824 | ) | 20,341 | (371 | ) | ||||||||||
| Interest expense, net |
(6,519 | ) | (10,396 | ) | (25,439 | ) | (28,246 | ) | ||||||||
| Loss on early extinguishment of debt |
— | — | (16,629 | ) | — | |||||||||||
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| Income (loss) before income taxes |
14,939 | (14,220 | ) | (21,727 | ) | (28,617 | ) | |||||||||
| Income tax expense (benefit) |
7,807 | (6,478 | ) | 5,740 | (11,974 | ) | ||||||||||
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| Net income (loss) |
$ | 7,132 | $ | (7,742 | ) | $ | (27,467 | ) | $ | (16,643 | ) | |||||
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| Basic and diluted net income (loss) per share: |
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| Basic |
$ | 0.07 | $ | (0.09 | ) | $ | (0.30 | ) | $ | (0.25 | ) | |||||
| Diluted |
0.07 | (0.09 | ) | (0.30 | ) | (0.25 | ) | |||||||||
| Weighted average common shares outstanding: |
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| Basic |
99,879,865 | 82,839,063 | 92,233,345 | 66,239,400 | ||||||||||||
| Diluted |
100,427,391 | 82,839,063 | 92,750,855 | 66,239,400 | ||||||||||||
| Adjusted EBITDA (1) |
$ | 36,029 | $ | 23,302 | $ | 96,929 | $ | 44,839 | ||||||||
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| (1) | Adjusted EBITDA represents earnings before interest, taxes, depreciation and amortization adjusted to exclude acquisition-related costs and related party fees, restructuring charges and share-based compensation expense. |
| Adjusted EBITDA |
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| Income from operations, GAAP basis |
$ | 21,458 | $ | (3,824 | ) | $ | 20,341 | $ | (371 | ) | ||||||
| Legal settlement |
— | 141 | — | 141 | ||||||||||||
| Acquisition-related costs and related party fees |
1,163 | 13,099 | 40,858 | 16,139 | ||||||||||||
| Restructuring charges |
— | 2,698 | 238 | 3,358 | ||||||||||||
| Stock based compensation expense |
2,509 | — | 2,927 | — | ||||||||||||
| Depreciation and amortization |
10,899 | 11,188 | 32,565 | 25,572 | ||||||||||||
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| Adjusted EBITDA |
$ | 36,029 | $ | 23,302 | $ | 96,929 | $ | 44,839 | ||||||||
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| Stock based compensation |
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| Cost of revenue (excludes depreciation and amortization) |
203 | — | 237 | — | ||||||||||||
| Sales |
415 | — | 484 | — | ||||||||||||
| Marketing |
222 | — | 259 | — | ||||||||||||
| Product development |
448 | — | 523 | — | ||||||||||||
| General and administrative |
1,221 | — | 1,424 | — | ||||||||||||
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| $ | 2,509 | $ | — | $ | 2,927 | $ | — | |||||||||
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Bankrate, Inc. and Subsidiaries
Pro forma Consolidated Statements of Operations (unaudited)
($ in thousands, except per share data)
| (Unaudited) | (Unaudited) | |||||||||||||||
| Three months ended | Nine months ended | |||||||||||||||
| September 30, 2011 |
Pro forma (1) September 30, 2010 |
September 30, 2011 |
Pro forma (1) September 30, 2010 |
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| Revenue |
$ | 112,904 | $ | 78,753 | $ | 310,431 | $ | 223,623 | ||||||||
| Adjusted EBITDA (2) |
$ | 36,029 | $ | 26,557 | $ | 96,929 | $ | 66,583 | ||||||||
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| Adjusted EBITDA margin |
31.9 | % | 33.7 | % | 31.2 | % | 29.8 | % | ||||||||
| Adjusted net income (3) |
$ | 17,712 | $ | 10,032 | $ | 42,583 | $ | 22,401 | ||||||||
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| Adjusted EPS |
$ | 0.18 | $ | 0.10 | $ | 0.42 | $ | 0.22 | ||||||||
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| Common shares outstanding (5): |
100,427,391 | 100,427,391 | 100,427,391 | 100,427,391 | ||||||||||||
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(1) The unaudited pro forma amounts give effects to the acquisitions of NetQuote and CreditCards and the issuance of Senior Secured Notes as if they had occurred on January 1, 2010. (2) Adjusted EBITDA represents earnings before interest, taxes, depreciation and amortization adjusted to exclude legal settlement; acquisition, offering and related expenses and related party fees, restructuring charges and stock based compensation expense. |
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| Proforma | Proforma | |||||||||||||||
| Adjusted EBITDA |
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| Income from operations |
$ | 21,458 | $ | (5,028 | ) | $ | 20,341 | $ | 8,771 | |||||||
| Legal settlement |
— | 141 | — | 141 | ||||||||||||
| Acquisition, offering and related expenses and related party fees |
1,163 | 14,303 | 40,858 | 17,846 | ||||||||||||
| Restructuring charges |
— | 6,244 | 238 | 7,933 | ||||||||||||
| Stock based compensation |
2,509 | 44 | 2,927 | 889 | ||||||||||||
| Depreciation and amortization |
10,899 | 10,853 | 32,565 | 31,003 | ||||||||||||
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| Adjusted EBITDA |
$ | 36,029 | $ | 26,557 | $ | 96,929 | $ | 66,583 | ||||||||
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(3) Adjusted net income adds back legal settlement; acquisition, offering related expenses and related party fees; restructuring charges; stock based compensation; loss on early extinguishment of senior secured notes; amortization expense; interest expense, net; less pro forma interest expense; net of taxes. |
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| Proforma | Proforma | |||||||||||||||
| Adjusted net income |
||||||||||||||||
| Loss before income taxes |
$ | 14,939 | $ | (16,024 | ) | $ | (21,727 | ) | $ | (24,764 | ) | |||||
| Legal settlement |
— | 141 | — | 141 | ||||||||||||
| Acquisition, offering and related expenses and related party fees |
1,163 | 14,303 | 40,858 | 17,845 | ||||||||||||
| Restructuring charges |
— | 6,244 | 238 | 7,934 | ||||||||||||
| Stock based compensation |
2,509 | 44 | 2,927 | 890 | ||||||||||||
| Loss on early extinguishment of senior secured notes |
— | — | 16,629 | — | ||||||||||||
| Amortization expense |
10,425 | 9,884 | 30,884 | 27,768 | ||||||||||||
| Interest expense, net |
— | 10,667 | — | 33,347 | ||||||||||||
| Pro forma interest expense |
— | (8,813 | ) | — | (26,438 | ) | ||||||||||
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| Adjusted income before tax |
29,036 | 16,446 | 69,809 | 36,723 | ||||||||||||
| Income tax (4) |
11,324 | 6,414 | 27,225 | 14,322 | ||||||||||||
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| Adjusted net income |
$ | 17,712 | $ | 10,032 | $ | 42,583 | $ | 22,401 | ||||||||
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| (4) | Assumes 39% income tax rate. |
| (5) | Pro forma for post-IPO share count for all periods presented. |