-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CEwc4Ck3kGviMKc8kuFnG7eMmuriM0QEiZxKiRZN/rfx43hS5nzOQcQx2zWjW81i a70qOGLIv8PDTC2ONQMyxg== 0001157523-04-004707.txt : 20040512 0001157523-04-004707.hdr.sgml : 20040512 20040512105240 ACCESSION NUMBER: 0001157523-04-004707 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040512 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KNOT INC CENTRAL INDEX KEY: 0001062292 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960] IRS NUMBER: 133895178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28271 FILM NUMBER: 04798008 BUSINESS ADDRESS: STREET 1: 462 BROADWAY 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2122198555 MAIL ADDRESS: STREET 1: 462 BROADWAY, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 8-K 1 a4638621.txt THE KNOT 8-K DOCUMENT ================================================================================ 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 (Date of Earliest Event Reported): May 12, 2004 THE KNOT, INC. (Exact name of registrant as specified in its charter) Delaware 13-3895178 (State or other jurisdiction (I.R.S. Employer Identification Number) of incorporation) 0-28271 (Commission File Number) 462 Broadway, 6th Floor, New York, New York 10013 (Address of Principal Executive Offices) (Zip Code) (212) 219-8555 (Registrant's telephone number, including area code) ================================================================================ Item 7. Financial Statements and Exhibit. (c) Exhibit 99.1 Press Release dated May 12, 2004 regarding The Knot's announcement of its financial results as of and for the quarter ended March 31, 2004. Item 12. Results of Operations and Financial Condition On May 12, 2004, The Knot, Inc. ("The Knot") issued a press release announcing its financial results as of and for the quarter ended March 31, 2004. A copy of The Knot's press release announcing these financial results is attached as Exhibit 99.1 hereto, and is incorporated by reference into this report. The information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) that is furnished pursuant to this Item 12 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 or 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of The Knot, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing. 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. THE KNOT, INC. (Registrant) Date: May 12, 2004 By: /s/ Richard Szefc ----------------- Richard Szefc Chief Financial Officer EXHIBIT INDEX Exhibit - ------- 99.1 Press Release dated May 12, 2004 regarding The Knot, Inc.'s announcement of its financial results as of and for the quarter ended March 31, 2004. EX-99.1 2 a4638621ex99.txt PRESS RELEASE Exhibit 99.1 The Knot Reports First Quarter 2004 Financial Results; First Quarter Revenues Grew 13%; Online Advertising Revenue Grew 39% NEW YORK--(BUSINESS WIRE)--May 12, 2004--The Knot, Inc. (OTCBB: KNOT.OB, www.theknot.com), one of the world's leading wedding media and services companies, providing today's to-be-weds with comprehensive wedding planning information, interactive tools and other resources including extensive online wedding-related shopping, today reported financial results for its first quarter ended March 31, 2004. First Quarter 2004 Results The Knot reported net revenues of $9.8 million for the first quarter of 2004, an increase of 13% from net revenues of $8.7 million for the comparable prior year quarter. Advertising revenue from national and local online programs increased by 39% over the prior year while revenue from publishing activities grew by 28%. The strong growth from these revenue sources more than offset a 15% decrease in merchandise revenue. The Knot reported a net loss for the first quarter of 2004 of $98,000, or $0.00 per basic and diluted share, as compared to a net loss of $195,000, or $0.01 per basic and diluted share, in the first quarter of 2003. "We are pleased with the continued expansion of our advertiser base both at the national and local levels," said David Liu, CEO of The Knot. "Our advertisers and sponsors recognize our value in delivering visibility to their target audience through a combination of online programs and print publications. We provide the most efficient reach to the largest audience of engaged couples who regard The Knot as the trusted leader for wedding planning information and advice." "On the commerce side of our business, during the first quarter, we experienced customer service related issues which arose from the installation of new warehouse management software at our distribution facility in California. While we have addressed these operational issues, they did impact our merchandise revenue numbers for the quarter," continued Mr. Liu. "We continued to invest in our new e-commerce platform that will launch later this year. This platform will improve the online shopping experience and product selection for our members and their guests and allow for enhanced customer service." The Knot also reported over 160 million average monthly page views on its Web site in the first quarter 2004, which is 120% greater than the 73 million average monthly page views recorded for the comparable 2003 period. As of March 31, 2004, The Knot's cumulative membership totaled over 4.9 million, a 28% increase over the approximately 3.8 million members at the end of March 2003. "We are very pleased with the increase in traffic on our site. Our members look to us for advice on a variety of topics from selecting a photographer, gifts for attendants to their honeymoon plans. As more consumers visit our site and we continue to build the value of our brand and our database of members, we believe The Knot has a unique opportunity to extend the relationship with our members into the first years of marriage. The Knot is the only media and commerce company that has a trusted relationship with this consumer and knows the exact moment they become a newlywed," said Mr. Liu. THE KNOT'S RECENT HIGHLIGHTS In February, The Knot's website was once again recognized for its excellence. PC Magazine's "Best of the Internet", a book authored by Don Willmott, a contributing editor to PC Magazine, ranked The Knot site as the best wedding website. PC Magazine's "Best of the Internet" Guide is a new guide to top websites in more than one hundred categories. In March, Oxygen Media re-signed The Knot for ten more episodes of "Real Weddings from The Knot." The signing of the latest agreement, which calls for twice as many episodes as the previous agreements, followed the highly successful airing of the second season of "Real Weddings from The Knot" in January 2004. The series' ratings were up 100% from the January 2003 premiere -- drawing 2.7 million viewers to the January 2004 Oxygen's Weddings Week. The miniseries brought to viewers the real stories behind the weddings of five couples preparing for their trips down the aisle. CONFERENCE CALL AND WEBCAST The Knot will host a conference call with investors at 4:30 p.m., ET Wednesday, May 12, 2004, to discuss its first quarter 2004 financial results. The conference call will be broadcast live over the Internet on the Investor Relations section of The Knot Web site, accessible at http://www.theknot.com/au_corpoverview.shtml. To access the Web cast, participants should visit The Knot Web site at least 15 minutes prior to the conference call in order to download or install any necessary audio software. A replay of the webcast will also be archived on The Knot Web site approximately 2 hours after the conference call ends for a period of eight days. ABOUT THE KNOT, INC. The Knot, Inc. (OTCBB: KNOT.OB; www.theknot.com) is one of the world's leading wedding media and services companies, providing today's to-be-weds with comprehensive wedding planning information, interactive tools and other resources including extensive online wedding-related shopping. Its award-winning website, TheKnot.com, is the leading online wedding destination and wedding content provider to America Online and MSN. The Knot also offers a diverse collection of wedding-planning print publications. The Knot produces a national publication, The Knot Magazine, and, through its subsidiary Weddingpages, Inc., publishes The Knot WEDDINGPAGES, regional wedding magazines in 18 U.S. markets. In addition, the Company publishes a wedding-planning book trilogy with Random House's Broadway Books and a gift book series with Chronicle Books. The Knot is based in New York and has several other offices across the country. This release may contain projections or other forward-looking statements regarding future events or the future financial performance of The Knot. These statements are only predictions and reflect the current beliefs and expectations of The Knot. Actual events or results may differ materially from those contained in the projections or forward-looking statements. It is routine for internal projections and expectations to change as the quarter progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which The Knot bases its expectations may change prior to the end of the quarter. Although these expectations may change, The Knot will not necessarily inform you if they do. The Knot's policy is to provide its expectations not more than once per quarter, and not to update that information until the next quarter. Some of the factors that could cause actual results to differ materially from the forward-looking statements contained herein include, without limitation, (i) The Knot's unproven business model and limited operating history, (ii) The Knot's history of losses, (iii) the significant fluctuation to which The Knot's quarterly revenues and operating results are subject, (iv) the seasonality of the wedding industry and (v) other factors detailed in documents The Knot files from time to time with the Securities and Exchange Commission, including its recent filings on Forms 10-K and 10-Q. Forward-looking statements in this release are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995. The Knot Inc. Consolidated Balance Sheets (in thousands) March December 31, 31, 2004 2003 --------------------- (Unaudited) (Audited) Assets Current assets: Cash and cash equivalents $22,587 $22,511 Accounts receivable, net 3,050 2,883 Inventories 1,433 1,195 Deferred production and marketing costs 301 318 Other current assets 786 747 --------------------- Total current assets 28,157 27,654 Property and equipment, net 1,990 2,006 Intangible assets, net 8,709 8,734 Other assets 307 313 --------------------- Total assets $39,163 $38,707 ===================== Liabilities and stockholders' equity Current liabilities: Accounts payable and accrued expenses $5,702 $5,790 Deferred revenue 5,239 4,891 Current portion of long-term debt 40 40 --------------------- Total current liabilities 10,981 10,721 Long term debt 196 196 Other liabilities 498 490 --------------------- Total liabilities 11,675 11,407 Stockholders' equity: Common stock 220 217 Additional paid-in-capital 74,816 74,533 Accumulated deficit (47,548) (47,450) --------------------- Total stockholders' equity 27,488 27,300 --------------------- Total liabilities and stockholders' equity $39,163 $38,707 ===================== The Knot Inc. Consolidated Statements of Operations (in thousands, except per share amounts) Three months ended March 31, ----------------------- 2004 2003 ----------- ----------- (Unaudited) (Unaudited) Net revenues: Sponsorship and advertising $3,961 $2,859 Merchandise 3,220 3,777 Publishing and other 2,597 2,029 ----------- ----------- Total net revenues 9,778 8,665 Cost of revenues 2,809 2,930 ----------- ----------- Gross profit 6,969 5,735 Operating expenses: Product and content development 1,196 1,072 Sales and marketing 3,448 2,862 General and administrative 2,267 1,739 Non-cash compensation - 20 Depreciation and amortization 197 253 ----------- ----------- Total operating expenses 7,108 5,946 Loss from operations (139) (211) Interest income, net 53 16 ----------- ----------- Loss before income taxes (86) (195) =========== =========== Provision for taxes on income 12 - Net loss ($98) ($195) =========== =========== Loss per share - basic and diluted: ($0.00) ($0.01) =========== =========== Weighted average number of shares used in calculating basic and diluted loss per share 21,829,044 18,394,233 =========== =========== CONTACT: IR Contact: The Knot, Inc. Heidi Davis, 212-219-8555 ext. 1128 ir@theknot.com or Press Contact: The Knot, Inc. Amy Shey Jacobs, 212-219-8555 ext. 1246 Cell: 516-509-0191 ashey@theknot.com -----END PRIVACY-ENHANCED MESSAGE-----