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): August
4, 2011
XO Group
Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware |
0-28271 |
13-3895178 |
(State
or other Jurisdiction |
(Commission File Number) |
(I.R.S.
Employer |
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
The
Knot, Inc.
(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 August 4, 2011, XO Group Inc. (“XO Group”) issued a press release announcing its financial results as of and for the quarter ended June 30, 2011. A copy of XO Group’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 XO Group, 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 August 4, 2011.
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.
XO GROUP INC. |
||||
(Registrant) | ||||
Date: | August 4, 2011 | By: |
/s/ JOHN P. MUELLER |
|
John P. Mueller |
||||
Chief Financial Officer |
EXHIBIT INDEX
99.1 | Press Release dated August 4, 2011. |
Exhibit 99.1
XO Group Reports Second Quarter 2011 Financial Results
—Local Online Advertising Accelerates, Up 19% Year over Year—
Conference Call Today at 4:30 p.m. ET, Dial-In (866) 430-3457 (ID# 87850231)
NEW YORK--(BUSINESS WIRE)--August 4, 2011--XO Group Inc. (NYSE: XOXO, www.xogroupinc.com), formerly The Knot, Inc., the premier media and technology company devoted to weddings, pregnancy, and everything in between, today reported financial results for the second quarter ended June 30, 2011.
Second Quarter Summary Results
Total revenue for the quarter was $34.7 million, up 14% compared to the second quarter of 2010. The results were again led by online advertising as local online advertising grew 19% and national online advertising increased 16% compared to the second quarter last year. The increase in both national and local online advertising was boosted by 32% growth in publishing and other as our magazines again saw a strong response from advertisers, at both the local and national levels. These gains were partially offset by the declines in merchandise revenue from the sale of wedding and baby supplies, due to changes in the search engine optimization (SEO) landscape.
For the quarter ended June 30, 2011, the Company’s operating profit was $5.0 million compared with an operating profit of $2.3 million in the second quarter of 2010, an increase of $2.7 million mainly due to the increased revenue. The net income for the quarter was $2.9 million and $0.10 per diluted share, compared to a net income of $1.2 million and $0.03 per diluted share last year in the second quarter.
The Company’s balance sheet reflects cash and cash equivalents of $94.7 million, down $6.3 million from $101.0 million at March 31, 2011, primarily due to the repurchase of an additional 0.9 million shares of common stock during the quarter.
“We have hit several milestones, including our 15 year anniversary, a corporate name change, listing on the New York Stock Exchange and our first partnership in China,” said David Liu, Chief Executive Officer. “Our advertising businesses – local and national, publishing and online – have strong momentum half-way through the year and our other businesses, registry and e-commerce, are showing early signs of improvement after a difficult year.”
Recent Developments
Second Quarter and Year-to-Date 2011 Financial Highlights
“We continue to be encouraged by the sustained acceleration in our local business and another quarter of strong results from our national advertising team. The strength in these high-margin businesses coupled with the expected completion of our accretive repurchase program this quarter position XO Group to execute on profitable growth in the second half of 2011 and beyond,” said Chief Financial Officer John Mueller.
Conference Call and Replay Information
XO Group Inc., formerly The Knot, Inc., will host a conference call with investors at 4:30 p.m. ET on August 4, 2011, to discuss its second quarter 2011 financial results. Participants should dial (866) 430-3457, Reference #87850231 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 http://ir.xogroupinc.com. To access the webcast, participants should visit XO Group’s 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 (855) 859-2056 or (404) 537-3406, conference ID #87850231.
About XO Group Inc.
XO Group Inc. (NYSE: XOXO; http://www.xogroupinc.com), formerly The Knot, Inc., is the premier media and technology 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 #1 wedding brand, The Knot, and has grown to include WeddingChannel.com, The Nest, The Bump and Ijie.com. XO Group is recognized by the industry for being innovative in all media - from the web to social media and mobile, magazines and books, and video - and our groundbreaking social platforms have ignited passionate communities across the world. XO Group has leveraged its customer loyalty into successful businesses in online sponsorship and advertising, registry services, ecommerce and publishing. The company is publicly listed on the New York Stock Exchange (XOXO) 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 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, (viii) the dependence of the WeddingChannel.com registry services business on third parties, and (ix) 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.
XO Group Inc. | ||||||||||
Consolidated Statements of Operations | ||||||||||
(in thousands, except share and per share amounts) | ||||||||||
Three Months Ended June 30, | ||||||||||
2011 | 2010 | |||||||||
(Unaudited) | (Unaudited) | |||||||||
Net revenue: | ||||||||||
Online sponsorship and advertising | $ | 17,653 | $ | 14,981 | ||||||
Registry services | 2,100 | 1,957 | ||||||||
Merchandise | 8,097 | 8,439 | ||||||||
Publishing and other | 6,869 | 5,192 | ||||||||
Total net revenue | 34,719 | 30,569 | ||||||||
Cost of revenue |
7,764 | 7,126 | ||||||||
Gross profit | 26,955 | 23,443 | ||||||||
Operating expenses: | ||||||||||
Product and content development | 6,304 | 5,651 | ||||||||
Sales and marketing | 9,659 | 8,679 | ||||||||
General and administrative | 4,712 | 5,635 | ||||||||
Depreciation and amortization | 1,243 | 1,211 | ||||||||
Total operating expenses | 21,918 | 21,176 | ||||||||
Income from operations | 5,037 | 2,267 | ||||||||
Loss in equity interest | (136 | ) | (97 | ) | ||||||
Interest and other income, net | 94 | 3 | ||||||||
Income before income taxes | 4,995 | 2,173 | ||||||||
Provision for income taxes | 2,079 | 1,021 | ||||||||
Net income | $ | 2,916 | $ | 1,152 | ||||||
Basic earnings per share | $ | 0.10 | $ | 0.04 | ||||||
Diluted earnings per share | $ | 0.10 | $ | 0.03 | ||||||
Weighted average number of common shares outstanding: | ||||||||||
Basic | 29,495,264 | 32,609,641 | ||||||||
Diluted | 30,160,605 | 33,565,459 | ||||||||
XO Group Inc. | ||||||||||
Consolidated Statements of Operations | ||||||||||
(in thousands, except share and per share amounts) | ||||||||||
Six months ended June 30, | ||||||||||
2011 | 2010 | |||||||||
(Unaudited) | (Unaudited) | |||||||||
Net revenue: | ||||||||||
Online sponsorship and advertising | $ | 34,422 | $ | 29,445 | ||||||
Registry services | 3,229 | 3,655 | ||||||||
Merchandise | 13,803 | 15,360 | ||||||||
Publishing and other | 10,809 | 9,612 | ||||||||
Total net revenue | 62,263 | 58,072 | ||||||||
Cost of revenue | 13,020 | 12,963 | ||||||||
Gross profit | 49,243 | 45,109 | ||||||||
Operating expenses: | ||||||||||
Product and content development | 12,835 | 11,252 | ||||||||
Sales and marketing | 20,163 | 17,842 | ||||||||
General and administrative | 9,815 | 11,184 | ||||||||
Depreciation and amortization | 2,525 | 2,740 | ||||||||
Total operating expenses | 45,338 | 43,018 | ||||||||
Income from operations | 3,905 | 2,091 | ||||||||
Loss in equity interest | (240 | ) | (212 | ) | ||||||
Interest and other income, net | 93 | 85 | ||||||||
Income before income taxes | 3,758 | 1,964 | ||||||||
Provision for income taxes | 1,547 | 923 | ||||||||
Net income | $ | 2,211 | $ | 1,041 | ||||||
Basic earnings per share | $ | 0.07 | $ | 0.03 | ||||||
Diluted earnings per share | $ | 0.07 | $ | 0.03 | ||||||
Weighted average number of common shares outstanding: | ||||||||||
Basic | 30,667,415 | 32,486,264 | ||||||||
Diluted | 31,385,235 | 33,560,938 | ||||||||
XO Group Inc. |
||||||||||
Consolidated Balance Sheets | ||||||||||
(in thousands) | ||||||||||
June 30, |
|
December 31, |
||||||||
2011 | 2010 | |||||||||
(Unaudited) |
|
(Audited) |
||||||||
Assets | ||||||||||
Current assets: | ||||||||||
Cash and cash equivalents | $ | 94,740 | $ | 139,586 | ||||||
Accounts receivable, net | 14,306 | 11,219 | ||||||||
Inventories | 4,205 | 3,735 | ||||||||
Deferred production and marketing costs | 959 | 1,059 | ||||||||
Deferred tax assets, current portion | 2,661 | 2,660 | ||||||||
Other current assets | 4,354 | 5,268 | ||||||||
Total current assets | 121,225 | 163,527 | ||||||||
Long-term restricted cash | 2,597 |
|
- |
|||||||
Property and equipment, net | 4,943 | 5,642 | ||||||||
Intangible assets, net | 7,915 | 8,609 | ||||||||
Goodwill | 37,750 | 37,750 | ||||||||
Deferred tax assets | 18,780 | 18,775 | ||||||||
Other assets | 662 | 936 | ||||||||
Total assets | $ | 193,872 | $ | 235,239 | ||||||
Liabilities and stockholders’ equity | ||||||||||
Current liabilities: | ||||||||||
Accounts payable and accrued expenses | $ | 10,040 | $ | 10,389 | ||||||
Deferred revenue | 12,475 | 11,291 | ||||||||
Total current liabilities | 22,515 | 21,680 | ||||||||
Deferred tax liabilities | 3,091 | 3,088 | ||||||||
Other liabilities | 343 | 95 | ||||||||
Total liabilities | 25,949 | 24,863 | ||||||||
Stockholders’ equity: | ||||||||||
Common stock | 306 | 343 | ||||||||
Additional paid-in-capital | 187,502 | 214,050 | ||||||||
Accumulated deficit | (19,885 | ) | (4,017 | ) | ||||||
Total stockholders’ equity | 167,923 | 210,376 | ||||||||
Total liabilities and stockholders’ equity | $ | 193,872 | $ | 235,239 |
CONTACT:
XO Group Inc.
Malindi Davies, 212-219-8555 x1322
Investor
Relations Manager
IR@xogrp.com