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 6, 2010


The Knot, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware	0-28271	13-3895178
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer 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 6, 2010, The Knot, Inc. (“The Knot”) issued a press release announcing its financial results as of and for the quarter ended March 31, 2010.  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 in this Item and in the accompanying Exhibit 99.1 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.

          (d) Exhibits.  The following documents are included as exhibits to this report:

99.1       Press Release dated May 6, 2010.

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 6, 2010	By:	/s/ JOHN P. MUELLER
			John P. Mueller
			Chief Financial Officer

EXHIBIT INDEX

99.1 Press Release dated May 6, 2010.

EX-99.1

Exhibit 99.1

The Knot Reports First Quarter 2010 Financial Results

-- Revenue up 16% as national online advertising grows 31% --

-- Conference Call Today at 4:30 p.m. ET Dial-In (866) 430-3457 (ID# 72427791) --

NEW YORK--(BUSINESS WIRE)--May 6, 2010--The Knot, Inc. (NASDAQ: KNOT, www.theknot.com), the premier media company devoted to weddings, babies and everything in between, today reported financial results for the first quarter ended March 31, 2010.

First Quarter 2010 Results

For the quarter ended March 31, 2010, The Knot reported revenue of $27.5 million, up 16% from $23.7 million in the first quarter of 2009. Online advertising revenue grew 13% versus the prior year’s first quarter, as national online advertising grew 31% and local online advertising grew 4%. Wedding supplies revenue grew 34% while registry services revenue declined 1%. Publishing and other revenue increased 10% compared to the first quarter of 2009.

Wedding supplies revenue benefited from the acquisition completed in May of 2009. Revenue attributable to that acquisition was $1.6 million. Growth in publishing and other revenue was primarily due to a $1 million one-time fee the Company received from the early termination of its old registry agreement with Macy’s. Without these items, total revenue grew by 5% over the first quarter of 2009.

For the quarter ended March 31, 2010, the Company’s net loss was $111,000 or $0.00 per basic and diluted share, compared to a net loss of $1.3 million or $0.04 per basic and diluted share in the first quarter of 2009.

The Company’s balance sheet reflects cash and cash equivalents of $101.7 million and short-term investments of $30.7 million. The Company has no debt.

“We are pleased to see growth return to national advertising as brand marketers increasingly recognize the value inherent in our targeted audience of brides, newlyweds and new parents,” said Co-founder and Chief Executive David Liu. “We are focused on further leveraging the strength of our brands and audience to drive growth in registry and local advertising in the US.”

Recent Developments

• GiftRegistry360.com, the Company’s universal gift registry platform, launched at the end of April. The new platform integrates products from multiple registries into one list to become the ultimate destination for online registry management and gifting.

• The Nest magazine will be available on newsstands for the first time this summer, expanding the brand’s distribution through top US retailers: Barnes & Noble, Borders, Target, Wal-Mart and more.
• The Company’s board of directors authorized a $50 million stock repurchase program through which the Company may repurchase stock from time to time either in the open market or through privately negotiated transactions. No stock has been repurchased under this program to date.

First Quarter 2010 Financial Highlights

• National and local online revenue was $5.6 million and $8.9 million, respectively, for the three months ended March 31, 2010, as compared to $4.2 million and $8.6 million for the first quarter of 2009.
• Gross profit margin was 78.8% for the three months ended March 31, 2010, compared to 79.5% in the first quarter of 2009.
• Operating expense was $21.8 million for the three months ended March 31, 2010, as compared to $21.2 million for the corresponding period in 2009. The increase in operating expense is primarily related to additional personnel as a result of the acquisitions completed last year, higher marketing costs to address reduced website traffic to WeddingChannel.com caused by the change in the Macy’s relationship and the expansion in China. Depreciation and amortization expense declined to $1.5 million for the three months ended March 31, 2010, compared to $2.6 million for the corresponding period in 2009.
• Stock-based compensation expense was $1.1 million for the three months ended March 31, 2010, as compared to $1 million for the corresponding period in 2009.
• Net cash provided by operating activities was $2.1 million for the three months ended March 31, 2010, as compared to $2.3 million for the same period in 2009. Capital expenditures were $299,000 for the three months ended March 31, 2010, as compared to $575,000 for the same period in 2009.

Conference Call and Replay Information

The Knot will host a conference call with investors at 4:30 p.m. ET on Thursday, May 6, 2010, to discuss its first quarter 2010 financial results. Participants should dial in (866) 430-3457 Reference #72427791 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 Company’s website, accessible at www.theknot.com/investor-relations. To access the webcast, participants should visit The Knot website 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 Company’s website approximately two hours after the conference call ends. A replay of the call will be available at (800) 642-1687, conference ID #72427791.

About The Knot, Inc.

The Knot, Inc. (NASDAQ: KNOT; www.theknot.com), is the premier media company devoted to weddings, pregnancy, and everything in between, providing young women with the trusted information, products and advice they need to guide them through the most transformative events of their lives. Our family of premium brands began with the industry’s #1 wedding brand, The Knot, and has grown to include WeddingChannel.com, The Nest and The Bump. Our groundbreaking community platforms and incomparable content have ignited passionate communities across the country. The Knot, Inc., is recognized by the industry for being innovative in all media -- from the web to social media and mobile, to magazines and books, television and video. For our advertisers and partners, The Knot, Inc., offers the consummate opportunity to connect with our devoted communities as they make the most important decisions of their lives. Founded in 1996, The Knot, Inc., is made up of four major revenue categories: online sponsorship and advertising, registry services, merchandise and publishing. The company is publicly listed on NASDAQ (KNOT) and is headquartered in New York City.

This release may contain projections or other forward-looking statements regarding future events or our future financial performance. These statements are only predictions and reflect our current beliefs and expectations. 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 we base our expectations may change prior to the end of the quarter. Although these expectations may change, we will not necessarily inform you if they do. Our policy is to provide 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) our online wedding-related and other websites may fail to generate sufficient revenue to survive over the long term, (ii) our history of losses, (iii) inability to adjust spending quickly enough to offset any unexpected revenue shortfall, (iv) delays or cancellations in spending by our advertisers and sponsors, (v) the significant fluctuation to which our quarterly revenue and operating results are subject, (vi) the seasonality of the wedding industry, (vii) our expectation that we will generate a lower level of revenue from the Macy’s relationship in 2010 compared to 2009, (viii) our expectation of a decline in WeddingChannel.com membership and traffic to the WeddingChannel.com online shop as a result of the termination of the old Macy’s registry services agreement, (ix) the dependence of WeddingChannel.com’s registry services business on third parties, (x) the potential for losses on our investments in auction rate securities or our inability to liquidate these investments at desired times and in desired amounts, and (xi) other factors detailed in documents we file from time to time with the Securities and Exchange Commission. 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,
		2010			2009
	(Unaudited)			(Audited)
Current assets:
Cash and cash equivalents	$	101,705		$	94,993
Short-term investments		30,749			36,498
Accounts receivable, net		8,385			8,704
Accounts receivable from affiliate		1,163			444
Inventories		3,441			2,708
Deferred production and marketing costs		573			685
Deferred tax assets, current portion		2,441			2,441
Other current assets		3,796			2,948
Total current assets		152,253			149,421
Property and equipment, net		5,593			6,148
Intangible assets, net		9,668			10,341
Goodwill		37,750			37,757
Deferred tax assets		20,594			20,588
Other assets		529			620
Total assets	$	226,387		$	224,875
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses	$	9,023		$	8,861
Deferred revenue		11,441			10,190
Total current liabilities		20,464			19,051
Deferred tax liabilities		3,508			3,504
Other liabilities		183			214
Total liabilities		24,155			22,769
Stockholders’ equity:
Common stock		338			337
Additional paid-in-capital		209,676			209,440
Accumulated deficit		(7,782	)		(7,671	)
Total stockholders’ equity		202,232			202,106
Total liabilities and stockholders’ equity	$	226,387		$	224,875

The Knot, Inc.
Consolidated Statements of Operations
(in thousands, except share and per share amounts)
	Three months ended March 31,
		2010			2009
	(Unaudited)			(Unaudited)
Net revenue:
Online sponsorship and advertising	$	14,464		$	12,823
Registry services		1,698			1,718
Merchandise		6,921			5,166
Publishing and other		4,420			4,010
Total net revenue		27,503			23,717
Cost of revenue		5,837			4,858
Gross profit		21,666			18,859
Operating expenses:
Product and content development		5,601			5,173
Sales and marketing		9,163			7,956
General and administrative		5,549			5,405
Depreciation and amortization		1,529			2,646
Total operating expenses		21,842			21,180
Income (loss) from operations		(176	)		(2,321	)
Loss in equity interest		(115	)		-
Interest and other income, net		82			303
Loss before income taxes		(209	)		(2,018	)
		(98	)		(727	)
Benefit for income taxes
Net loss		($111	)		($1,291	)
Basic earnings (loss) per share	$	0.00			($0.04	)
Diluted earnings (loss) per share	$	0.00			($0.04	)
Weighted average number of common shares outstanding:
Basic		32,361,527			31,877,674
Diluted		32,361,527			31,877,674

CONTACT:
The Knot, Inc.
Laura Cave, 212-219-8555 x1012
Corporate Communications Manager
IR@theknot.com