-----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, GGiyoMJhFoDZ3DoARi8ivyHLBOdF+1xwV6QS3IGKp9RAX9cmoWboPdrcWb0PL14G 7zVvIdFanmsxkBW6awJghQ== 0001157523-04-007654.txt : 20040812 0001157523-04-007654.hdr.sgml : 20040812 20040812103215 ACCESSION NUMBER: 0001157523-04-007654 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040812 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040812 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: 04968795 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 a4700462.txt THE KNOT, INC. 8-K ================================================================================ 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): August 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 of incorporation) Identification Number) 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 August 12, 2004 regarding The Knot's announcement of its financial results as of and for the quarter ended June 30, 2004. Item 12. Results of Operations and Financial Condition On August 12, 2004, The Knot, Inc. ("The Knot") issued a press release announcing its financial results as of and for the quarter ended June 30, 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 and 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: August 12, 2004 By: /s/ Richard Szefc ------------------------- Richard Szefc Chief Financial Officer EXHIBIT INDEX Exhibit - ------- 99.1 Press Release dated August 12, 2004 regarding The Knot, Inc.'s announcement of its financial results as of and for the quarter ended June 30, 2004. EX-99.1 2 a4700462ex991.txt PRESS RELEASE EXHIBIT 99.1 The Knot Reports Second Quarter and Six Month Results; Company's Online Advertising Revenue up 43% NEW YORK--(BUSINESS WIRE)--Aug. 12, 2004-- Conference Call Today at 4:30 Interactive Dial in 800-638-7172, 10 Minutes in Advance 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 second quarter and six months ended June 30, 2004. Second Quarter 2004 Results For the second quarter ended June 30, 2004, The Knot reported net revenues of $10.9 million up from net revenues of $10.1 million for the second quarter of 2003. The major contributors to the higher revenues were increased advertising revenue from national and local online programs, which were up 43% and publishing revenues that rose 22% over the prior year due, in part, to the timing of publications in certain local markets. "Our active membership, representing a significant percentage of all couples having a wedding in the next 12 to 18 months, is a very compelling target for advertisers," explained David Liu, CEO of The Knot. "On average, our members visit our site seven times a month and stay for over 16 minutes during each visit, which provides our advertisers with frequent opportunities to capture the attention of a prime audience that has a finite time to spend a significant wedding budget." The Knot reported net income for the second quarter of 2004 of $182,000, or $0.01 per basic and diluted share as compared to net income of $772,000 or $0.04 per basic and diluted share in the second quarter of 2003. Total operating expenses for the second quarter increased to $7.6 million from $6.1 million in the prior year as The Knot continued to invest in additional personnel and other resources to support its growth strategy. In addition, operating expenses for the recent quarter included approximately $625,000 in professional fees related to The Knot's current litigation with WeddingChannel.com, Inc. "We were disappointed with e-commerce revenues which were down 20% during the quarter compared to the prior year." Mr. Liu said. "While site performance during the month of May was a factor in this decline, we are also seeing further competition developing online with respect to the sale of wedding supplies. These results reinforce the importance of implementing our new technology platform for e-commerce, which we currently expect to test launch by the end of the year. This platform will significantly improve the efficiency of the shopping process on our site and enhance our competitive position with respect to online merchandising." As of June 30, 2004, The Knot's cumulative membership reached over 5.1 million compared to the approximately 4.1 million in 2003. "Our focus is maximizing the lifetime value of our membership database," Mr. Liu said. "We have a loyal audience, and increasingly, they are staying with us through their first years of marriage. Average monthly page views for the second quarter of 2004, were 91 million, approximately 20% greater than the 76 million average monthly page views recorded for the comparable 2003 period. Of the total, approximately 70% of traffic to TheKnot is non-referred direct to its URL, www.theknot.com. Results for the Six Months Ended June 30, 2004 For the six months ended June 30, 2004, The Knot reported net revenues of $20.7 million, and net income of $85,000 or $0.00 per basic and diluted share compared to net revenues of $18.8 million and net income of $576,000, or $0.03 per basic and diluted share in 2003. THE KNOT'S RECENT HIGHLIGHTS Consistent with the Company's strategy to tap into the potential of the local advertising markets, beginning in May 2004, The Knot launched the all-new THE KNOT Weddings(R) regional magazines. The sixteen new publications feature an updated design, the signature fresh voice of The Knot and best-of-class regional expertise. A new local resource directory at the back of each guide profiles hundreds of vendors, while the magazines work exclusively in tandem with TheKnot.com, allowing couples to tour reception venues, view portfolios of photographers portfolios and find essential wedding professionals. During the second quarter, The Knot's recognized wedding expert, Editor in Chief Carley Roney, was in the national broadcast spotlight with several high profile appearances including guiding engaged Star Jones, host of ABC's The View, through her myriad of wedding planning options, revealing fantasy looks for her wedding gown, bridesmaid dresses, photography and wedding websites. Carley also hosted a 25-city broadcast media tour profiling key trends covered in the new THE KNOT Weddings regional magazines. Connected via satellite to morning shows across the country, Carley revealed ways couples may incorporate color into their weddings from the gown, to the invitations, to the cake. The media tour generated over 1.7 million viewers. CONFERENCE CALL AND WEBCAST The Knot will host a conference call with investors at 4:30 p.m., ET on Thursday, August 12, 2004, to discuss its second quarter 2004 financial results. Participants should dial in 800-638-7172 at least 10 minutes before the call is scheduled to begin. Participants can also access the live broadcast 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 Web cast will also be archived on The Knot Web site approximately 2 hours after the conference call ends for a period of two weeks and will also be available at 800-642-1687. 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 Weddings Magazine, and publishes The Knot Weddings, regional wedding magazines in sixteen U.S. markets and The Knot Real Weddings in two additional markets. The Company also 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) June 30, December 31, 2004 2003 ------------------------- (Unaudited) (Audited) Assets Current assets: Cash and cash equivalents $22,467 $22,511 Accounts receivable, net 2,602 2,883 Inventories 2,250 1,195 Deferred production and marketing costs 352 318 Other current assets 685 747 ------------------------- Total current assets 28,356 27,654 Property and equipment, net 2,030 2,006 Intangible assets, net 8,684 8,734 Other assets 302 313 ------------------------- Total assets $39,372 $38,707 ========================= Liabilities and stockholders' equity Current liabilities: Accounts payable and accrued expenses $6,003 $5,790 Deferred revenue 4,831 4,891 Current portion of long-term debt 40 40 ------------------------- Total current liabilities 10,874 10,721 Long term debt 196 196 Other liabilities 502 490 ------------------------- Total liabilities 11,572 11,407 Stockholders' equity: Common stock 221 217 Additional paid-in-capital 74,944 74,533 Accumulated deficit (47,365) (47,450) ------------------------- Total stockholders' equity 27,800 27,300 ------------------------- Total liabilities and stockholders' equity $39,372 $38,707 ========================= The Knot Inc. Consolidated Statements of Operations (in thousands, except per share amounts) Three months ended Six months ended June 30, June 30, -------------------------------------------------- 2004 2003 2004 2003 -------------------------------------------------- (Unaudited) (Unaudited) (Unaudited) (Unaudited) Net revenues: Sponsorship and advertising $4,174 $2,912 $8,135 $5,771 Merchandise 4,013 5,022 7,233 8,799 Publishing and other 2,696 2,209 5,293 4,239 -------------------------------------------------- Total net revenues 10,883 10,143 20,661 18,809 Cost of revenues 3,119 3,303 5,928 6,234 -------------------------------------------------- Gross profit 7,764 6,840 14,733 12,575 Operating expenses: Product and content development 1,264 1,032 2,460 2,104 Sales and marketing 3,603 2,757 7,051 5,619 General and administrative 2,526 2,026 4,793 3,765 Non-cash compensation - 12 - 32 Depreciation and amortization 201 238 398 491 -------------------------------------------------- Total operating expenses 7,594 6,065 14,702 12,011 Income from operations 170 775 31 564 Interest and other income, net 57 27 111 42 -------------------------------------------------- Income before income taxes 227 802 142 606 ================================================== Provision for income taxes 45 30 57 30 Net income $182 $772 $85 $576 ================================================== Basic earnings per share $0.01 $0.04 $0.00 $0.03 ================================================== Diluted earnings per share $0.01 $0.04 $0.00 $0.03 ================================================== Weighted average number of common shares outstanding Basic 22,020,775 18,409,892 21,924,910 18,402,106 ================================================== Diluted 23,547,450 19,783,362 23,655,992 19,354,868 ================================================== CONTACT: Investor Relations: VMW Corporate & Investor Relations Vicki Weiner or Sylvia Dresner, 212-616-6161 info@vmwcom.com or Media Contact: The Knot Inc. Amy Shey Jacobs, 212-219-8555 Ext. 1246 ashey@theknot.com -----END PRIVACY-ENHANCED MESSAGE-----