-----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, F9YL73n0fE+uFsoyuufCIqK7hfIV4Cls2far106zU4LMZd54gHUy9Ux/JDRQk83h BYGXA3xay0qoOi3zx/ztqw== 0001157523-05-004597.txt : 20050511 0001157523-05-004597.hdr.sgml : 20050511 20050511090019 ACCESSION NUMBER: 0001157523-05-004597 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050511 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050511 DATE AS OF CHANGE: 20050511 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: 05818721 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 a4885887.txt THE KNOT 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 11, 2005 The Knot, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-28271 13-3895178 (State or other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 462 Broadway, 6th Floor, New York, New York 10013 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212) 219-8555 _____________________ (Former name or former address, if changed since last report) _____________________ 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operations and Financial Condition On May 11, 2005, The Knot, Inc. ("The Knot") issued a press release announcing its financial results as of and for the quarter ended March 31, 2005. 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 2.02 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. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release dated May 11, 2005 regarding The Knot's announcement of its financial results as of and for the quarter ended March 31, 2005. SIGNATURE 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 11, 2005 By: /s/ RICHARD E. SZEFC --------------------------------- Richard E. Szefc Chief Financial Officer, Treasurer and Secretary EXHIBIT INDEX 99.1 Press Release dated May 11, 2005 regarding The Knot's announcement of its financial results as of and for the quarter ended March 31, 2005. EX-99.1 2 a4885887ex991.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 The Knot Reports First Quarter 2005 Financial Results; First Quarter Revenue Growth of 22% Includes 46% Online Advertising Gain NEW YORK--(BUSINESS WIRE)--May 11, 2005-- Reminder: Conference Call Today at 2:30 Dial-In 800-638-7172, ID# 5771123 The Knot, Inc. (NASDAQ:KNOT); (www.theknot.com), a life stage media company offering the premier wedding resource, today reported financial results for its first quarter ended March 31, 2005. First Quarter 2005 Results For the first three months of 2005, net revenues grew 22% to $11.9 million from $9.8 million in the first quarter of 2004. Revenue from national and local online advertising programs increased by 46% over the prior year, while revenue from merchandise sales and publishing activities revenue grew by 5% and 7%, respectively. Net income was $409,000 or $0.02 per basic and diluted share, as compared to a net loss of $98,000 or $0.00 per basic and diluted share, in the first quarter of 2004. "The power of our brand to aggregate a highly sought after audience continues to attract increasing national and local advertising dollars," said David Liu, CEO of The Knot. "We are pleased to see compounded growth from an increase in our advertiser base and the average dollars that they are spending. "Retail sales of wedding supplies have improved, but we are also seeing a further increase in the contribution to our bottom line from the e-commerce side of our business due to operating efficiencies we instituted at our Redding, California warehouse facility during the last half of 2004, " continued Mr. Liu. In the second quarter of 2005, The Knot is launching its new e-commerce platform, which it expects will improve the online shopping experience and product selection for its members and their guests in the upcoming seasonally stronger portion of the year for the sale of wedding supplies. The quarterly gain in publishing and other revenue was lower than in recent quarters due, in part, to the timing of certain publications. "We continue to build our scalable and multiple revenue streams within the bridal market. In addition, our website is increasingly becoming a trusted source of information for other important life events of our members. The content we provide and the community that has formed on our message boards are key to both our recent performance and the future growth of our business," Mr. Liu said. "As a result of the launch of our newlywed site thenest.com late in 2004 and our recent acquisition of an online dating referral service, we are extending the relationship with our members and their friends from courtship through the initial years of marriage, life stages where consumers spend billions of dollars each year." THE KNOT'S RECENT HIGHLIGHTS In January, The Knot acquired GreatBoyfriends.com and GreatGirlfriends.com, unique referral-based online dating services that offer singles access to "pre-approved" potential suitors. GreatBoyfriends.com and GreatGirlfriends.com are based on the premise that everyone knows a 'great catch' (an ex, his best man, her maid of honor, a younger brother or sister, etc.) who is in the market for true love. The new service responds to the desire of The Knot's engaged couples to marry-off their single friends. The Knot's intensely viral bridal community is the perfect match for both growing the GreatBoyfriends.com database of eligible single men and driving new women customers to purchase site subscriptions. In March, The Knot launched an exciting feature on its website, The Knot TV, a new internet broadcast channel that appeals to The Knot's wedding-focused, web dependent enthusiasts. Partnering with Multicast, The Knot is offering exclusive round-the-clock wedding content leveraging Multicast's proprietary internet broadcasting infrastructure. MAY 11 CONFERENCE CALL AND WEBCAST The Knot will host a conference call with investors at 2:30 p.m., ET on Wednesday, May 11, 2005, to discuss its first quarter financial results. Participants should dial in 800-638-7172 (ID# 5771123) 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 webcast, 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. REPLAY INFORMATION A replay of the webcast will also be archived on The Knot website approximately two hours after the conference call ends for a period of two weeks and will also be available at 800-642-1687 reference #5771123. ABOUT THE KNOT, INC. The Knot, Inc. (NASDAQ:KNOT); (www.theknot.com), a life stage media company offering the premier wedding resource, provides over one million new members a year with comprehensive wedding planning information, interactive tools and resources and wedding-related shopping. The Knot has extended its brand to reach every venue engaged couples consult including bookstores, newsstands, nationally distributed cable television programming and the Internet. Its award-winning website, TheKnot.com, is the leading online wedding destination and wedding content provider to America Online, MSN and Comcast. 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 16 U.S. markets and "The Knot Real Weddings" magazines in two additional markets. The Company also publishes a wedding planning book trilogy with Broadway Books, a gift book series with Chronicle Books and produces a televised documentary series on The Oxygen Network and a Video On Demand (VOD) service for Comcast Cable. The Knot recently launched its newlywed website, thenest.com, the first online destination for the newly married audience, providing couples in their first two years of marriage with targeted relationship advice, living and entertaining ideas, interactive tools for daily life and a robust community of peers. 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 risks and related costs associated with ongoing litigation, (v) the seasonality of the wedding industry and (vi) 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 31, December 31, 2005 2004 ------------------------- (Unaudited) (Audited) Assets Current assets: Cash and cash equivalents $3,442 $3,488 Short-term investments 19,250 19,550 Accounts receivable, net 3,917 3,152 Inventories 1,297 1,411 Deferred production and marketing costs 319 269 Other current assets 714 726 ------------------------- Total current assets 28,939 28,596 Property and equipment, net 3,251 2,468 Intangible assets, net 9,208 8,634 Other assets 286 296 ------------------------- Total assets $41,684 $39,994 ========================= Liabilities and stockholders' equity Current liabilities: Accounts payable and accrued expenses $3,420 $4,181 Deferred revenue 7,313 5,910 Current portion of long-term debt 43 43 ------------------------- Total current liabilities 10,776 10,134 Long term debt 153 153 Other liabilities 506 505 ------------------------- Total liabilities 11,435 10,792 Stockholders' equity: Common stock 226 223 Additional paid-in-capital 75,789 75,154 Accumulated deficit (45,766) (46,175) ------------------------- Total stockholders' equity 30,249 29,202 ------------------------- Total liabilities and stockholders' equity $41,684 $39,994 ========================= The Knot Inc. Consolidated Statements of Operations (in thousands, except per share amounts) Three months ended March 31, ------------------------- 2005 2004 ------------------------- (Unaudited) (Unaudited) Net revenues: Sponsorship and advertising $5,775 $3,961 Merchandise 3,386 3,220 Publishing and other 2,772 2,597 ------------------------- Total net revenues 11,933 9,778 Cost of revenues 2,912 2,809 ------------------------- Gross profit 9,021 6,969 Operating expenses: Product and content development 1,681 1,196 Sales and marketing 3,627 3,448 General and administrative 3,118 2,267 Non-cash compensation - - Depreciation and amortization 281 197 ------------------------- Total operating expenses 8,707 7,108 Income from operations 314 (139) Interest and other income, net 130 53 ------------------------- Income before income taxes $444 $(86) ========================= Provision for income taxes 35 12 Net income $409 $(98) ========================= Basic earnings per share $0.02 $(0.00) ========================= Diluted earnings per share $0.02 $(0.00) ========================= Weighted average number of common shares outstanding Basic 22,410,542 21,829,044 ========================= Diluted 24,296,093 21,829,044 ========================= CONTACT: VMW Corporate & Investor Relations Vicki Weiner or Sylvia Dresner, 212-616-6161 info@vmwcom.com -----END PRIVACY-ENHANCED MESSAGE-----