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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER: 000-28271
THE KNOT, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3895178
(State of incorporation) (I.R.S. Employer Identification Number)
462 Broadway, 6th Floor
New York, New York 10013
(Address of Principal Executive Officer and Zip Code)
(212) 219-8555
(Registrant's Telephone Number, Including Area Code)
Check whether the registrant: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding
12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
Yes [X] No [ ]
As of November 8, 2002, there were 18,373,327 shares of the
registrant's common stock outstanding.
Page
Number
------
PART I FINANCIAL INFORMATION
Item 1: Financial Statements (Unaudited):
Condensed Consolidated Balance Sheets as of September 30, 2002 and
December 31, 2001....................................................................... 3
Condensed Consolidated Statements of Operations for the three months and nine
months ended September 30, 2002 and 2001................................................ 4
Condensed Consolidated Statements of Cash Flows for the nine months
ended September 30, 2002 and 2001....................................................... 5
Notes to Condensed Consolidated Financial Statements.................................... 6
Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations... 11
Item 3: Quantitative and Qualitative Disclosures About Market Risk.............................. 28
Item 4: Controls and Procedures................................................................. 28
PART II OTHER INFORMATION
Item 1: Legal Proceedings....................................................................... 28
Item 6: Exhibits and Report on Form 8-K......................................................... 29
2
Item 1. Financial Statements (Unaudited)
THE KNOT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, December 31,
2002 2001*
------------ ------------
(Unaudited)
Assets
Current assets:
Cash and cash equivalents .................................................. $ 9,498,463 $ 6,782,051
Restricted cash............................................................. 593,733 184,419
Accounts receivable, net of allowances of $1,474,219 and $1,010,615 at
September 30, 2002 and December 31, 2001, respectively................. 4,632,355 5,011,930
Inventories................................................................. 1,467,706 729,285
Deferred production and marketing costs..................................... 133,290 293,529
Other current assets........................................................ 420,219 778,775
---------------- --------------
Total current assets........................................................... 16,745,766 13,779,989
Property and equipment, net.................................................... 2,123,939 2,923,100
Intangible assets, net......................................................... 8,859,136 8,934,136
Other assets................................................................... 362,974 372,874
----------------- --------------
Total assets................................................................... $ 28,091,815 $ 26,010,099
================= ==============
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and accrued expenses....................................... $ 5,095,760 $ 3,599,195
Short-term borrowings....................................................... - 1,384,470
Deferred revenue............................................................ 5,719,168 4,682,893
Current portion of long-term debt........................................... 206,767 323,709
----------------- --------------
Total current liabilities...................................................... 11,021,695 9,990,267
Long-term debt................................................................. 271,173 372,234
Other liabilities.............................................................. 416,609 327,423
----------------- --------------
Total liabilities.............................................................. 11,709,477 10,689,924
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value; 100,000,000 shares authorized;
18,373,327 shares and 14,736,053 shares issued and outstanding at
September 30, 2002 and December 31, 2001, respectively................... 183,733 147,360
Additional paid-in-capital.................................................. 64,407,298 59,512,193
Deferred compensation....................................................... (84,740) (254,983)
Deferred sales and marketing................................................ (163,289) (653,213)
Accumulated deficit......................................................... (47,960,664) (43,431,182)
------------------ ---------------
Total stockholders' equity..................................................... 16,382,338 15,320,175
----------------- --------------
Total liabilities and stockholders' equity..................................... $ 28,091,815 $ 26,010,099
================= ==============
*The condensed consolidated balance sheet as of December 31, 2001 has been
derived from the audited financial statements at that date, but does not include
all of the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements.
See accompanying notes.
3
THE KNOT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended September 30, Nine Months Ended September 30,
2002 2001 2002 2001
---- ---- ---- ----
Net revenues $ 8,035,823 $ 6,464,462 $22,442,059 $17,895,994
Cost of revenues 2,890,997 2,512,695 8,216,156 7,057,739
----------- ----------- ----------- -----------
Gross profit 5,144,826 3,951,767 14,225,903 10,838,255
Operating expenses:
Product and content development 957,675 1,082,041 2,981,337 3,524,682
Sales and marketing 2,997,529 3,115,865 8,572,275 11,280,956
General and administrative 1,715,014 2,165,579 5,693,805 6,867,578
Non-cash compensation 23,403 63,396 116,567 275,017
Non-cash sales and marketing 163,308 163,308 489,924 489,924
Depreciation and amortization 295,701 618,091 980,542 1,919,677
----------- ----------- ----------- -----------
Total operating expenses 6,152,630 7,208,280 18,834,450 24,357,834
----------- ----------- ----------- -----------
Loss from operations (1,007,804) (3,256,513) (4,608,547) (13,519,579)
Interest income, net 30,521 43,161 79,065 290,792
----------- ----------- ----------- -----------
Net loss $ (977,283) $(3,213,352) $(4,529,482) $(13,228,787)
=========== =========== =========== ============
Net loss per share - basic and diluted $ (0.05) $ (0.22) $ (0.26) $ (0.90)
=========== =========== =========== ============
Weighted average number of shares used
in calculating basic and diluted
net loss per share 18,361,535 14,723,624 17,753,181 14,710,233
=========== =========== =========== ============
See accompanying notes.
4
THE KNOT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended September 30,
2002 2001
---- ----
Operating activities
Net loss ............................................................. $(4,529,482) $(13,228,787)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization...................................... 905,542 958,686
Amortization of intangibles........................................ 75,000 960,991
Amortization of deferred compensation.............................. 116,567 275,017
Amortization of deferred sales and marketing....................... 489,924 489,924
Reserve for returns................................................ 894,352 830,445
Allowance for doubtful accounts.................................... 496,427 1,325,743
Other non-cash charges............................................. 64,667 110,296
Changes in operating assets and liabilities:
Restricted cash.................................................... (409,314) (39,931)
Accounts receivable................................................ (1,011,204) 951,816
Inventories........................................................ (756,126) 43,964
Deferred production and marketing.................................. 160,239 932,592
Other current assets............................................... 406,556 340,976
Other assets....................................................... 9,900 (14,717)
Accounts payable and accrued expenses.............................. 1,509,068 520,157
Deferred revenue................................................... 1,036,275 (525,665)
Other liabilities.................................................. 89,186 99,186
----------- -----------
Net cash used in operating activities................................. (452,423) (5,969,307)
Investing activities
Purchases of property and equipment................................... (213,846) (333,728)
Acquisition of businesses, net of acquired cash....................... (115,199) (311,205)
----------- -----------
Net cash used in investing activities................................. (329,045) (644,933)
Financing activities
Proceeds from short-term borrowings................................... - 491,886
Repayment of short-term borrowings.................................... (1,487,274) (748,583)
Financing costs....................................................... (33,000) -
Proceeds from issuance of common stock................................ 5,018,154 27,947
Proceeds from exercise of stock options............................... - 3,361
----------- -----------
Net cash provided by financing activities............................. 3,497,880 (225,389)
Increase (decrease) in cash and cash equivalents...................... 2,716,412 (6,839,629)
Cash and cash equivalents at beginning of period...................... 6,782,051 15,859,624
----------- -----------
Cash and cash equivalents at end of period............................ $ 9,498,463 $ 9,019,995
=========== ===========
See accompanying notes.
5
THE KNOT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION AND NATURE OF OPERATIONS
The accompanying financial information as of December 31, 2001 is derived
from audited financial statements, and the financial statements as of
September 30, 2002 and for the three and nine months ended September 30,
2002 and 2001 are unaudited. The unaudited interim financial statements
have been prepared on the same basis as the annual financial statements
and, in the opinion of the Company's management, reflect all adjustments,
which include only normal recurring adjustments, necessary to present
fairly its financial position as of September 30, 2002, the results of
operations for the three and nine months ended September 30, 2002 and 2001
and cash flows for the nine months ended September 30, 2002 and 2001.
As a result of a weak national online advertising market in 2001, the
Company's national online sponsorship and advertising revenue decreased
to approximately $1.7 million for the year ended December 31, 2001 from
approximately $8.8 million for the year ended December 31, 2000. For the
nine months ended September 30, 2002, national online sponsorship and
advertising revenue was $1.1 million, or $187,000 lower than the
corresponding period in 2001. To respond to its liquidity needs, the
Company's management completed a number of cost reduction initiatives
during 2001 including reductions in staff, the restructuring of its
international anchor tenant agreement with AOL, reductions in capital
expenditures, as well as additional programs resulting in savings in a
number of other operating expense categories, the full annual benefits of
which are being realized in 2002. Further, in 2002, the Company has added
a number of category specific advertising programs to its customized
integrated marketing campaigns to broaden the group of potential national
advertisers who can benefit from targeting the Company's audience. The
Company has also supplemented its national sales force in New York with
independent sales representative agencies in key markets across the
United States. Revenues from these programs initiated in the third
quarter of 2002; and for this period, national online sponsorship and
advertising revenue increased by approximately $200,000 when compared to
the corresponding period in 2001. In addition, in February 2002, the
Company raised additional capital of $5.0 million, less related costs,
from the sale of common stock to May Bridal Corporation ("May Bridal"), a
subsidiary of May Department Stores Company ("May") and also entered into
a Media Services Agreement with May (see note 8).
We believe that our current cash and cash equivalents will be sufficient to
fund our working capital and capital expenditure requirements for at least
the next twelve months, and our management expects to achieve positive
earnings before income taxes, depreciation and amortization and positive
cash flow prior to utilizing all of our current funds. This expectation is
primarily based on internal estimates of revenue growth, which relate to
expected increased advertising, merchandising and publishing revenues as
well as continuing emphasis on controlling all operating expenses. However,
there can be no assurance that actual costs will not exceed amounts
estimated, that actual revenues will equal or exceed estimated amounts, or
that we will achieve profitable operations, due to significant
uncertainties surrounding our estimates and expectations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The condensed consolidated financial statements include the accounts of The
Knot and its wholly owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated.
USE OF ESTIMATES
Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses. Actual results may differ from these estimates.
Interim results are not necessarily indicative of results for a full year.
6
NET LOSS PER SHARE
The Company computes net loss per share in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 128, Earnings per Share. Basic
net loss per share is computed by dividing net loss by the weighted average
number of common shares outstanding during the period. Diluted net loss per
share adjusts basic loss per share for the effects of convertible
securities, stock options and other potentially dilutive financial
instruments, only in the periods in which such effect is dilutive. There
were no dilutive securities in any of the periods presented herein.
RESTRICTED CASH
Restricted cash as of September 30, 2002 includes money held for letters of
credit securing certain inventory purchases and an amount held in escrow
with one of the Company's bankcard processing services providers.
NET REVENUES BY TYPE
Net revenues by type are as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2002 2001 2002 2001
---- ---- ---- ----
Type
Sponsorship and advertising 1,843,227 $1,100,348 $ 4,596,116 $ 3,627,922
Merchandise 4,152,512 2,570,496 11,441,099 6,616,417
Publishing and other 2,040,084 2,793,618 6,404,844 7,651,655
---------- ----------- ----------- -----------
Total $8,035,823 $ 6,464,462 22,442,059 $17,895,994
========== =========== =========== ===========
For the three months ended September 30, 2002 and 2001, merchandise revenue
included outbound shipping and handling charges of approximately $501,000
and $288,000, respectively. For the nine months ended September 30, 2002
and 2001, merchandise revenue included outbound shipping and handling
charges of approximately $1,341,000 and $749,000, respectively.
COST OF REVENUES
Cost of revenues by type are as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2002 2001 2002 2001
---- ---- ---- ----
Type
Sponsorship and advertising $ 98,841 $ 135,497 $ 400,573 $ 446,620
Merchandise 2,090,669 1,440,514 5,717,961 3,763,360
Publishing and other 701,487 936,684 2,097,622 2,847,759
---------- ---------- ---------- ----------
Total $2,890,997 $2,512,695 $8,216,156 $7,057,739
========== ========== ========== ==========
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash and cash
equivalents and accounts receivable. Cash and cash equivalents are
deposited with three major financial institutions. The Company's customers
are primarily concentrated in the United States. The Company performs
on-going credit evaluations, generally does not require collateral, and
establishes an allowance for doubtful accounts based upon factors
surrounding the credit risk of customers, historical trends and other
information. To date, such losses have been within management's
expectations.
For the three months ended September 30, 2002 and 2001, no one customer
accounted for more than 1% and 2% of net revenues, respectively. For the
nine months ended September 30, 2002 and 2001, no one customer accounted
for more than 1% and 2% of net revenues, respectively. At September 30,
2002 and December 31, 2001, no single customer accounted for more than 2%
and 4% of accounts receivable,
7
respectively.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the FASB SFAS No. 141, Business Combinations, and SFAS No.
142, Goodwill and Other Intangible Assets, effective for fiscal years
beginning after December 15, 2001. Under the new rules, goodwill and
intangible assets deemed to have indefinite lives will no longer be
amortized but will be subject to annual impairment tests in accordance with
the guidance of the provisions of SFAS 142. Other intangible assets will
continue to be amortized over their respective useful lives to their
estimated residual values and reviewed for impairment in accordance with
SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets. The Company adopted the provisions of SFAS No. 141 and SFAS No. 142
effective January 1, 2002.
In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations. This standard addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets
and the associated asset retirement costs. The Company is required to adopt
SFAS No. 143 effective January 1, 2003. The adoption of this new statement
is not expected to have a material impact on the Company's financial
statements.
In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets. This standard supercedes SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of. The standard retains the previously existing
accounting requirements related to the recognition and measurement of the
impairment of long-lived assets to be held and used while expanding the
measurement requirements of long-lived assets to be disposed of by sale to
include discontinued operations. It also expands on the previously existing
reporting requirements for discontinued operations to include a component
of an entity that either has been disposed of or is classified as held for
sale. The Company adopted the provisions of SFAS No. 144 effective January
1, 2002. The adoption of this new statement did not have a material impact
on the Company's financial statements for the three and nine months ended
September 30, 2002.
3. INVENTORY
Inventory consists of the following:
September 30, December 31,
2002 2001
---- ----
Raw materials.......................................................... $ 87,369 $ 45,861
Finished goods......................................................... 1,380,337 683,424
------------- -------------
$ 1,467,706 $ 729,285
============= =============
4. INTANGIBLE ASSETS
Intangible assets consist of the following:
September 30, December 31,
2002 2001
---- ----
Goodwill, net.......................................................... 8,409,136 8,409,136
Covenant not to compete................................................ 700,000 700,000
Less accumulated amortization...................................... (250,000) (175,000)
------------ -----------
Net 450,000 525,000
------------ -----------
Total.................................................................. $ 8,859,136 $ 8,934,136
============= ===========
During the first quarter of 2002, the Company completed an initial goodwill
impairment test as of
8
January 1, 2002. The test involved the assessment of the fair market value
of the Company as the single reporting unit. No impairment of goodwill was
indicated at that time. Under SFAS No. 142, the Company is required to
perform goodwill impairment tests on at least an annual basis or more
frequently if circumstances dictate. There can be no assurance that future
goodwill impairment tests will not result in a charge to income. As of
September 30, 2002, the Company had unamortized goodwill of $8.4 million. A
reconciliation of reported net loss to net loss adjusted to reflect the
impact of the discontinuance of the amortization of goodwill for the three
and nine months ended September 30, 2001 is as follows:
Three months Nine months
Ended Ended
Sept. 30, 2001 Sept. 30, 2001
-------------- --------------
Reported net loss...................................................... $(3,213,352) $(13,228,787)
Goodwill amortization.................................................. 277,058 885,991
------------ ------------
Adjusted net loss...................................................... $(2,936,294) $(12,342,796)
============ =============
Reported basic and diluted net loss per share.......................... $ (0.22) $ (0.90)
Goodwill amortization.................................................. $ 0.02 $ 0.06
----------- -------------
Adjusted basic and diluted net loss per share $ (0.20) $ (0.84)
=========== =============
The covenant not to compete is being amortized over the related contractual
period of seven years.
5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following:
September 30, December 31,
2002 2001
---- ----
Accounts payable....................................................... $ 1,096,865 $ 772,695
Distribution and other service fees.................................... 2,307,476 1,378,020
Compensation and related benefits...................................... 848,110 892,122
Deposits from customers................................................ - 54,404
Other accrued expenses................................................. 843,309 501,954
------------- -------------
Total.................................................................. $ 5,095,760 $ 3,599,195
============= =============
6. SHORT-TERM BORROWINGS
The Company's subsidiary, Weddingpages, Inc., had a line of credit with a
bank that expired February 1, 2002, and the remaining outstanding
borrowings under this line of credit of $1,245,668 were repaid.
7. LONG-TERM DEBT
Long-term debt as of September 30, 2002 consists of the following:
Note due in annual installments of $60,000 through October 2008,
based on imputed interest of 8.75%..................................................$ 304,527
9.0% equipment installment note, due in monthly installments
of $4,566 through December 2002........................................................11,191
10.0% equipment installment note, due in monthly installments
of $8,131 through August 2003..........................................................85,422
9
Termination liability, due in monthly installments
of $12,800 through March 2003..........................................................76,800
------
Total long-term debt..................................................................477,940
Less current portion of long-term debt................................................206,767
-------
Long term-debt, excluding current portion............................................$271,173
========
Maturities of long-term obligations for the five years ending September 30,
2007 are as follows: 2003, $206,767; 2004, $36,272; 2005, $39,446; 2006,
$42,898; 2007, $46,651 and $105,906 thereafter. Interest expense for the
three and nine months ended September 30, 2002 was $10,000 and $41,000,
respectively, as compared to $44,000 and $138,000 for the corresponding
periods in 2001.
8. INVESTMENT BY MAY DEPARTMENT STORES COMPANY
On February 19, 2002, the Company entered into a Common Stock Purchase
Agreement (the "Agreement") with May Bridal, pursuant to which the Company
sold 3,575,747 shares of its common stock to May Bridal for $5,000,000 in
cash. The Agreement provides that if the Company proposes to sell, transfer
or otherwise issue any common or preferred stock or other interest
convertible into common stock ("equity interests") to any third party
(other than shares previously reserved or certain shares which shall be
reserved for future issuance pursuant to Stock Incentive Plans approved by
the Board of Directors or stockholders of the Company) and which
transaction would dilute May Bridal's interest in the common stock or
voting power of the Company prior to such transaction by more than one
percentage point, then the Company shall offer May Bridal the right to
acquire a similar equity interest, on the same terms and conditions as
offered to the third party, in such amount as to preserve its percentage
interest in the common stock and voting power of the Company. If the
Company proposes to acquire any equity interest from a third party, which
transaction would result in May Bridal's interest in the common stock or
voting power of the Company exceeding 20%, then the Company shall offer to
acquire equity interests from May Bridal on the same terms as offered to
the third party, to permit May Bridal to own less than 20% of the common
stock or voting power of the Company after the transaction. In addition, so
long as May Bridal owns more than 15% of the common stock or voting power
of the Company, May Bridal shall have the right to designate one member of
the Board of Directors of the Company and to nominate and submit such
person for election by the stockholders of the Company.
On February 19, 2002, the Company entered into a Media Services Agreement
with May pursuant to which the Company and May will develop an integrated
marketing program to promote and support May department store companies,
which offer wedding registry services. The Media Services Agreement has an
initial term of three years, which may be extended under certain
conditions, and may be renewed by May for up to three additional one-year
terms.
9. SUBSEQUENT EVENT
In October 2002, the Company terminated its joint venture with Gerard
Bedouk Holding ("GBH"), which had been formed for the purpose of developing
and operating a web site that offered wedding resources and services
targeted to consumers in France and certain other territories in Europe.
Under the termination agreement, GBH will reimburse the Company for certain
expenses incurred on behalf of the joint venture. These amounts, in the
aggregate, are not material.
10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
You should read the following discussion and analysis in conjunction
with our financial statements and related notes included elsewhere in this
report. This discussion contains forward-looking statements relating to future
events and the future performance of The Knot based on our current expectations,
assumptions, estimates and projections about us and our industry. These
forward-looking statements involve risks and uncertainties. Our actual results
and timing of various events could differ materially from those anticipated in
such forward-looking statements as a result of a variety of factors, as more
fully described in this section and elsewhere in this report. We undertake no
obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur in the future.
Overview
The Knot is the leading wedding resource providing products and
services to couples planning their weddings and future lives together. Our Web
site, at www.theknot.com, is the most trafficked wedding destination online and
offers comprehensive content, extensive wedding-related shopping, an online
wedding gift registry and an active community. The Knot is the premier wedding
content provider on America Online (AOL Keywords: Knot and weddings) and MSN. In
August 2002, we published our newly redesigned and retitled national wedding
magazine, The Knot Weddings. This magazine features expanded editorial content
covering every major wedding planning decision. Through our subsidiary
Weddingpages, Inc., we publish regional wedding magazines in over 20
company-owned and franchised markets in the United States. We also author a book
series on wedding planning and a gift-book series on wedding gowns and wedding
flowers. Through September 30, 2002, we offered honeymoon booking and other
travel services under a strategic services and marketing agreement with a travel
agency partner. In October 2002, we terminated this relationship and are
currently seeking another travel partner. We are based in New York and have
several other offices across the country.
We derive revenues from the sale of online sponsorship and advertising
contracts and from the sale of merchandise. We also derive revenue from the
publication of magazines.
Online sponsorship revenues are derived principally from contracts
currently ranging up to twenty-four months. Sponsorships are designed to
integrate advertising with specific online editorial content. Sponsors can
purchase the exclusive right to promote products or services on a specific
online editorial area and can purchase a special feature on our sites.
Online advertising revenues are derived principally from short-term
contracts that typically range from one month up to one year. These contracts
include online banner advertisements, placement in our online search tools,
direct e-mail marketing and online listings in the local area of our Web site
for local wedding vendors.
Certain online sponsorship and advertising contracts provide for the
delivery of a minimum number of impressions. Impressions are the featuring of a
sponsor's advertisement, banner, link or other form of content on our sites. To
date, we have recognized our sponsorship and advertising revenues over the
duration of the contracts on a straight line basis, as we have exceeded minimum
guaranteed impressions. To the extent that minimum guaranteed impressions are
not met, we are generally obligated to extend the period of the contract until
the guaranteed impressions are achieved. If this were to occur, we would defer
and recognize the corresponding revenues over the extended period.
For the quarter ended September 30, 2002, our top seven advertisers
accounted for 4% of our net revenues. For the quarter ended September 30, 2001,
our top seven advertisers accounted for 4% of our net revenues. For the nine
months ended September 30, 2002, our top seven advertisers accounted for 3% of
our net revenues. For the nine months ended September 30, 2001, our top seven
advertisers accounted for 5% of our net revenues.
To promote our brand on third-party sites, we produce online sites for
third parties featuring both The Knot and the third party. The cost of
production of these sites is included in our operating expenses. In return, we
receive distribution and exposure to their viewers and outbound links to our
sites. We do not recognize revenues with respect to these barter transactions.
Merchandise revenues include the selling price of wedding supplies and
products from our gift registry sold by us through our Web sites and, prior to
July 2001, through a co-branded site with QVC, Inc., as well as related outbound
shipping and handling charges. Merchandise revenues also include commissions
earned in connection with
11
the sale of products from our gift registry under agreements with strategic
partners. Merchandise revenues are recognized when products are shipped to
customers, reduced by discounts as well as an allowance for estimated sales
returns.
Publishing revenue includes print advertising revenue derived from the
publication of The Knot Weddings magazine and the publication of regional
WEDDINGPAGES magazines by our subsidiary Weddingpages, Inc., as well as service
fees and royalty fees from the publication of the WEDDINGPAGES magazine by
franchisees. These revenues and fees are recognized upon the publication of the
related magazine at which time all material services related to the magazine
have been performed. Additionally, publishing revenues are derived from the sale
of magazines on newsstands, in bookstores and online and from author royalties
received related to book publishing contracts. Revenues from the sale of
magazines are recognized when the products are shipped, reduced by an allowance
for estimated sales returns. Royalties are recognized when all contractual
obligations have been met, which typically include the delivery and acceptance
of a final manuscript.
Results of Operations
Net Revenues
Net revenues were $8.0 million and $22.4 million for the three and nine
months ended September 30, 2002, respectively, compared to $6.5 million and
$17.9 million for the corresponding periods in 2001.
Sponsorship and advertising revenues increased to $1.8 million and $4.6
million for the three and nine months ended September 30, 2002, respectively, as
compared to $1.1 million and $3.6 million for the corresponding periods in 2001.
Revenue from local vendor online advertising programs increased by $537,000 and
$1.2 million for the three and nine months ended September 30, 2002,
respectively, or by approximately 67% and 50% when compared to the corresponding
periods in 2001, as a result of additional contracts sold. In addition, for the
three-month period ended September 30, 2002, there was an additional increase of
approximately $200,000 in national online sponsorship and advertising revenue
primarily due to the launch of category specific advertising programs. For the
nine months ended September 30, 2002, as compared to the corresponding period in
2001, national sponsorship and advertising declined by approximately $200,000
due to a reduction in the number and average value of national sponsorship and
advertising contracts sold in the first six months of 2002. The reduction in the
number and average national sponsorship and advertising contracts sold was
primarily a result of an overall downturn in the national online advertising
sector. Sponsorship and advertising revenues amounted to 23% of our net revenues
for the three months ended September 30, 2002 and 17% for the three months ended
September 30, 2001. For the nine months ended September 30, 2002 and 2001,
sponsorship and advertising revenues amounted to 20% of our net revenues.
Merchandise revenues increased to $4.2 million and $11.4 million for
the three and nine months ended September 30, 2002, respectively, as compared to
$2.6 million and $6.6 million for the corresponding periods in 2001. These
increases were primarily due to an increase in the sales of wedding supplies
through our Web sites of $1.5 million and $4.7 million, or by approximately 70%
and 82%, respectively, as a result of the expansion of product and service
offerings, an increase in the average order size and increased traffic.
Merchandise revenues amounted to 52% of our net revenues for the quarter ended
September 30, 2002 and 40% for the quarter ended September 30, 2001. For the
nine months ended September 30, 2002 and 2001, merchandise revenue was 51% and
37% of our net revenues, respectively.
Publishing and other revenues decreased to $2.0 million and $6.4
million for the three and nine months ended September 30, 2002, as compared to
$2.8 million and $7.7 million for the corresponding periods in 2001. For the
three and nine month periods, an increase in revenue from The Knot Weddings
magazine of approximately $296,000 and $568,000, respectively, due to a larger
number of print advertising contracts sold was more than offset by a decrease in
publishing revenue derived from the Weddingpages operation of $1.0 million and
$1.6 million, respectively. For the three-month period, the decrease included
approximately $200,000 due to the timing of publication of Weddingpages
magazines in certain markets and $250,000 due to a net reduction in advertising
pages sold in comparable markets. In addition, franchise service fees and
royalties declined by $440,000 due primarily to the termination of certain
franchisees. For the nine-month period, the decrease resulted from approximately
$300,000 related to the timing of publications, $365,000 associated with a
reduction in the number of magazines published in local markets in 2002,
principally in Florida, and a reduction in franchise service fees and royalties
of approximately $900,000 due primarily to the termination of certain
franchisees. Publishing and other revenue amounted to 25% for
12
the quarter ended September 30, 2002 and 43% for the quarter ended September 30,
2001. For the nine months ended September 30, 2002 and 2001, publishing revenue
was 29% and 43% of our net revenues, respectively.
Cost of Revenues
Cost of revenues consists primarily of the cost of merchandise sold,
including outbound shipping costs, the costs related to the production of
regional WEDDINGPAGES magazines and The Knot Weddings magazine, payroll and
related expenses for our personnel who are responsible for the production of
online and offline media and costs of Internet and hosting services.
Cost of revenues increased to $2.9 million and $8.2 million for the
three and nine months ended September 30, 2002, respectively, from $2.5 million
and $7.1 million for the corresponding periods in 2001. Cost of revenues from
the sale of merchandise increased by $650,000 and $2.0 million for the three and
nine-month periods ended September 30, 2002, respectively, as compared to the
corresponding periods in 2001, primarily as a result of increased sales of
wedding supplies. These increases were offset, in part, in both periods by a
reduction in cost of revenue as a result of a decrease in publishing revenue and
by improved margins with respect to merchandise sales. Our margins on the sale
of wedding supplies have improved as a result of sourcing products at lower
costs and the introduction of higher margin products. For the nine months,
publishing margins also improved over the prior year as a result of higher
effective rates for print advertising in our regional Weddingpages magazines. As
a percentage of our net revenues, cost of revenues decreased to 36% for the
quarter ended September 30, 2002, from 39% for the quarter ended September 30,
2001. For the nine-month periods, cost of revenues decreased to 37% of net
revenue in 2002 from 39% in the prior year.
Product and Content Development
Product and content development expenses consist primarily of payroll
and related expenses for editorial, creative and information technology
personnel.
Product and content development expenses decreased to $958,000 and $3.0
million for the three and nine months ended September 30, 2002, respectively, as
compared to $1.1 million and $3.5 million for the corresponding periods in 2001.
These decreases were primarily the result of cost reduction initiatives, which
reduced personnel and related expenses. As a percentage of our net revenues,
product and content development expenses decreased to 12% and 13% for the three
and nine months ended September 30, 2002, respectively, from 17% and 20% for the
corresponding periods in 2001.
Sales and Marketing
Sales and marketing expenses consist primarily of payroll and related
expenses for sales and marketing, customer service and public relations
personnel, as well as the costs for AOL anchor tenant agreements, advertising
and promotional activities and fulfillment and distribution of merchandise.
Sales and marketing expenses decreased to $3.0 million and $8.6 million
for the three and nine months ended September 30, 2002, respectively, as
compared to $3.1 million and $11.3 million for the corresponding periods in
2001. These decreases are the result of various cost reduction initiatives,
which reduced personnel and related expenses and commission expense by
approximately $69,000 and $32,000, respectively, for the three-month period and
by $877,000 and $406,000, respectively, for the nine-month period. These
initiatives also resulted in a reduction in promotion materials expense for the
nine months of $580,000. In addition, for the nine-month period, there was a
reduction in fees of $823,000 under our International Anchor Tenant Agreement
with AOL. This agreement was amended effective March 31, 2001 to limit to France
the international markets which we receive distribution from AOL. To effect this
amendment with AOL, we incurred a one-time restructuring fee in the first
quarter of 2001. As a percentage of our net revenues, sales and marketing
expenses decreased to 37% and 38% for the three and nine months ended September
30, 2002, respectively, from 48% and 63% for the corresponding periods in 2001.
General and Administrative
General and administrative expenses consist primarily of payroll and
related expenses for our executive management, finance and administrative
personnel, legal and accounting fees, facilities costs and insurance expenses.
13
General and administrative expenses decreased to $1.7 million and $5.7
million for the three and nine months ended September 30, 2002, respectively, as
compared to $2.2 million and $6.9 million for the corresponding periods in 2001.
These decreases were primarily due to reduced bad debt expense of $285,000 and
$829,000 for the three and nine month periods, respectively, as well as cost
reduction initiatives which reduced personnel and related expenses by
approximately $178,000 and $369,000 for the respective three and nine month
periods. As a percentage of our net revenues, general and administrative
expenses decreased to 21% and 25% for the three and nine months ended September
30, 2002, respectively, as compared to 34% and 38% for the corresponding periods
in 2001.
Non-Cash Compensation
We recorded no deferred compensation during the three and nine months
ended September 30, 2002. Amortization of deferred compensation decreased to
$23,000 and $117,000 for the three and nine months ended September 30, 2002,
respectively, as compared to $63,000 and $275,000 for the corresponding periods
in 2001.
Non-Cash Sales and Marketing
We recorded deferred sales and marketing costs of $2.3 million related
to the issuance of a warrant to AOL in connection with our amended anchor tenant
agreement in July 1999. Amortization of deferred sales and marketing was
$163,000 in each of the three month periods ended June 30, 2002 and 2001 and
$490,000 in each of the nine month periods ended September 30, 2002 and 2001.
Depreciation and Amortization
Depreciation and amortization expenses consist of depreciation and
amortization of property and equipment and capitalized software and amortization
of goodwill and other intangible assets related to acquisitions.
Depreciation and amortization expenses decreased to $296,000 and
$981,000 for the three and nine-month periods ended September 30, 2002,
respectively, as compared to $618,000 and $1.9 million for the corresponding
periods in 2001. These decreases were primarily due to the implementation of
SFAS No. 142, effective January 1, 2002, resulting in goodwill no longer being
amortized. For the three and nine months ended September 30, 2001, we recorded
goodwill amortization of $277,000 and $886,000, respectively. We perform
goodwill impairment tests on at least an annual basis. We will perform our next
impairment test during the fourth quarter of 2002. There can be no assurance
that future goodwill impairment tests will not result in a charge to income.
Interest Income
Interest income net of interest expense decreased to $31,000 and
$79,000 for the three and nine months ended September 30, 2002, respectively, as
compared to $43,000 and $291,000 for the corresponding periods in 2001. For both
periods, the decreases resulted from lower interest rates and the nine-month
period was additionally impacted by lower amounts of cash and cash equivalents
available for investment.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities on an on-going basis. We evaluate these estimates including
those related to the allowance for doubtful accounts, returns, inventory
reserves, impairment of intangible assets including goodwill, deferred taxes and
contingencies and litigation. Actual results may differ from these estimates
under different assumptions or conditions.
We maintain an allowance for doubtful accounts for estimated losses
resulting from the inability of our customers to make required payments. In
determining that allowance, we evaluate a number of factors, including the
credit risk of customers, historical trends and other relevant information. If
the financial condition of our customers were to deteriorate, additional
allowances may be required.
14
We have acquired businesses and invest in technologies and intangible
assets in areas within our strategic focus, some of which have highly volatile
fair values and uncertain profit potential. In our assessment of impairment of
goodwill as of January 1, 2002, we made estimates of fair value using several
approaches. In our ongoing assessment of impairment of goodwill and other
intangible assets, we consider whether events or changes in circumstances such
as significant declines in revenues, earnings or material adverse changes in the
business climate, indicate that the carrying value of the assets may be
impaired. As of September 30, 2002, no impairment has occurred. Future adverse
changes in market conditions or poor operating results of strategic investments
could result in losses or an inability to recover the carrying value of the
investments, thereby possibly requiring impairment charges in the future.
Liquidity and Capital Resources
As of September 30, 2002, our cash and cash equivalents amounted to
$9.5 million. We currently invest primarily in short-term debt instruments that
are highly liquid, of high-quality investment grade, and have maturities of less
than three months with the intent to make such funds readily available for
operating purposes.
Net cash used in operating activities was $452,000 for the nine months
ended September 30, 2002. This resulted primarily from the loss for the period,
as adjusted for depreciation and amortization and other non-cash charges, of
$1.5 million, increases in accounts receivable of $1.0 million, inventory of
$756,000 and restricted cash of $409,000 partially offset by increases in
accounts payable and accrued expenses of $1.5 million and deferred revenue of
$1.0 million and a decrease in other current assets of $407,000. Net cash used
in operating activities was $6.0 million for the nine months ended September 30,
2001. This resulted from the loss for the period, as adjusted for depreciation
and amortization and other non-cash charges, of $8.3 million and a decrease in
deferred revenue of $526,000, partially offset by decreases in accounts
receivables of $952,000 and a decrease in deferred production and marketing
costs of $933,000.
Net cash used in investing activities was $329,000 for the nine months
ended September 30, 2002, primarily due to purchases of property and equipment
of $214,000 and cash paid of $115,000 with respect to a termination liability
resulting from the acquisition of Weddingpages. Net cash used in investing
activities was $645,000 for the nine months ended September 30, 2001, primarily
due to cash paid by Weddingpages for the acquisition of former franchise markets
of $346,000, purchases of property and equipment of $334,000, cash paid of
$115,000 with respect to a termination liability resulting from the acquisition
of Weddingpages, less an amount of $150,000 received from escrow in May 2001 in
satisfaction of certain claims against the sellers of Weddingpages.
Net cash provided by financing activities was $3.5 million for the nine
months ended September 30, 2002, primarily due to proceeds from May Bridal
Corporation in connection with the issuance of 3,575,747 shares of our common
stock for $5,000,000, less related costs, partially offset by debt repayments,
primarily the outstanding balance under Weddingpages' expired line of credit
agreement of $1,245,000. Net cash used in financing activities was $225,000 for
the nine months ended September 30, 2001, primarily due to net repayments of
short term borrowings offset, in part, by proceeds from the exercise of stock
options and the issuance of common stock.
As of September 30, 2002, we had no material commitments for capital
expenditures.
As of September 30, 2002, we had commitments under non-cancelable
operating leases amounting to approximately $5.3 million, of which $587,000 will
be due on or before September 30, 2003, an aggregate of $1.6 million will be due
in the three years ended September 30, 2006, and $3.1 million will be due
thereafter (See Recent Events below).
As of September 30, 2002, in addition to amounts accrued, we had
commitments under an amended anchor tenant agreement with AOL in the amount of
$300,000, all of which was due on October 1, 2002. Our anchor tenant agreement
with AOL expires on January 6, 2003, and AOL does not have any obligation to
extend or renew the agreement. We are currently discussing an extension of
the agreement with AOL, and we believe that we will be successful in
negotiating an extension. If carriage of our sites on AOL was discontinued,
our results of operations and financial condition could be adversely affected.
As a result of a weak national online advertising market in 2001, the
Company's national online sponsorship and advertising revenue decreased to
approximately $1.7 million for the year ended December 31, 2001 from
approximately $8.8 million for the year ended December 31, 2000. For the nine
months ended September 30, 2002, national online sponsorship and advertising
revenue was $1.1 million, or $187,000 lower than the corresponding period in
2001. To respond to its liquidity needs, the Company's management completed a
number of cost reduction initiatives during 2001, including reductions in
staff, the restructuring of its international anchor tenant agreement with
AOL, reductions in capital expenditures, as well as
15
additional programs resulting in savings in a number of other operating expense
categories, the full annual benefits of which are being realized in 2002.
Further, in 2002, the Company has added a number of category specific
advertising programs to its customized integrated marketing campaigns to broaden
the group of potential national advertisers who can benefit from targeting the
Company's audience. The Company has also supplemented its national sales force
in New York with independent sales representative agencies in key markets across
the United States. Revenues from these programs initiated in the third quarter
of 2002, and for this period, national online sponsorship and advertising
revenue increased by approximately $200,000 when compared to the corresponding
period in 2001. In addition, as described above, in February 2002, the Company
raised additional capital of $5.0 million, less related costs, from the sale of
common stock to May Bridal and also entered into a Media Services Agreement with
May.
We believe that our current cash and cash equivalents will be
sufficient to fund our working capital and capital expenditure requirements for
at least the next twelve months, and our management expects to achieve positive
earnings before income taxes, depreciation and amortization and positive cash
flow prior to utilizing all of our current funds. This expectation is primarily
based on internal estimates of revenue growth, which relate to expected
increased advertising, merchandising and publishing revenues as well as
continuing emphasis on controlling all operating expenses. However, there can be
no assurance that actual costs will not exceed amounts estimated, that actual
revenues will equal or exceed estimated amounts, or that we will achieve
profitable operations, due to significant uncertainties surrounding our
estimates and expectations.
Recent Events
On October 9, 2002, we entered into an operational lease for a building
to be constructed to house our expanding operations in Redding, California. This
building will replace our current facility for which the lease expires on
January 31, 2003. The term of the new lease is five years commencing upon
completion of construction, which is currently anticipated to occur in March
2003. Our existing lease will be extended until the new facility is completed.
The total commitment under the new lease amounts to approximately $1.2 million.
16
RISK FACTORS THAT MAY AFFECT FUTURE RESULTS
Important Factors Regarding Forward-Looking Statements
In addition to other information in this Quarterly Report on Form 10-Q,
the following risk factors should be carefully considered in evaluating our
business because such factors currently or may have a significant impact on our
business, operating results or financial condition. This Quarterly Report on
Form 10-Q contains forward-looking statements that have been made pursuant to
the provisions of the Private Securities Litigation Reform Act of 1995. Actual
results could differ materially from those projected in the forward-looking
statements as a result of the risk factors set forth below and elsewhere in this
Quarterly Report. We undertake no obligation to update publicly any
forward-looking statements for any reason, even if new information becomes
available or other events occur in the future.
Risks Related to Our Business
We have an unproven business model, and it is uncertain whether online
wedding-related sites can generate sufficient revenues to survive.
Our model for conducting business and generating revenues is unproven.
Our business model depends in large part on our ability to generate revenue
streams from multiple sources through our online sites, including:
o online sponsorship and advertising fees from third parties; and
o online sales of wedding gifts and supplies.
It is uncertain whether wedding-related online sites that rely on
attracting sponsors and advertisers, as well as people to purchase wedding gifts
and supplies, can generate sufficient revenues to survive. For our business to
be successful, we must provide users with an acceptable blend of products,
information, services and community offerings that will attract wedding
consumers to our online sites frequently. In addition, we must provide sponsors,
advertisers and vendors the opportunity to reach these wedding consumers. We
provide our services to users without charge, and we may not be able to generate
sufficient revenues to pay for these services. Accordingly, we are not certain
that our business model will be successful or that we can sustain revenue growth
or be profitable.
We have a history of significant losses since our inception and may continue to
incur significant losses for the foreseeable future.
We have not achieved profitability and have continued to incur
significant losses and negative cash flow. We incurred net losses of $9.2
million for the year ended December 31, 1999, $15.8 million for the year ended
December 31, 2000, $15.1 million for the year ended December 31, 2001 and $4.5
million for the nine months ended September 30, 2002. As of September 30, 2002,
our accumulated deficit was $48.0 million. We also expect to continue to incur
significant operating expenses and, as a result, we will need to generate
significant revenues to achieve and maintain profitability. Even if we do
achieve profitability, we cannot assure you that we can sustain or increase
profitability on a quarterly or annual basis in the future. Failure to achieve
or maintain profitability may materially and adversely affect our business,
results of operations and financial condition and the market price of our common
stock. For more information on our losses and the effects of our expenses on our
financial performance, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
We lack significant revenues and may be unable to adjust spending quickly enough
to offset any unexpected revenue shortfall.
Our revenues for the foreseeable future will remain dependent on online
user traffic levels, advertising activity both online and offline and the
expansion of our e-commerce activity. In addition, we plan to expand and develop
content and to continue to upgrade and enhance our technology and
infrastructure. We incur a significant percentage of our expenses, such as
employee compensation and rent, prior to generating revenues associated with
those expenses. Moreover, our expense levels are based, in part, on our
expectation of future revenues. We may be
17
unable to adjust spending quickly enough to offset any unexpected revenue
shortfall. If we have a shortfall in revenues or if operating expenses exceed
our expectations or cannot be adjusted accordingly, then our results of
operations would be materially and adversely affected. For more information on
our net revenues and the effects of our expenses on our financial performance,
see "Management's Discussion and Analysis of Financial Condition and Results of
Operations."
Our quarterly revenues and operating results are subject to significant
fluctuation, and these fluctuations may adversely affect the trading price of
our common stock.
Our quarterly revenues and operating results have fluctuated
significantly in the past and are expected to continue to fluctuate
significantly in the future as a result of a variety of factors, many of which
are outside our control. These factors include:
o the level of online usage and traffic on our Web site;
o demand for online and offline advertising;
o seasonal trends in online usage, advertising placements and demand for
merchandise;
o the addition or loss of advertisers;
o the advertising budgeting cycles of specific advertisers;
o the number of users that purchase merchandise from us;
o the magazine publishing cycle of WEDDINGPAGES;
o the amount and timing of capital expenditures and other costs relating
to the expansion of our operations, including those related to
acquisitions;
o the introduction of new sites and services by us or our competitors;
o changes in our pricing policies or the pricing policies of our
competitors; and
o general economic conditions, as well as economic conditions specific
to the Internet, electronic commerce, and online and offline media.
We do not believe that period-to-period comparisons of our operating
results are necessarily meaningful and you should not rely upon these
comparisons as indicators of our future performance.
Due to the foregoing factors, it is possible that our results of
operations in one or more future quarters may fall below the expectations of
investors and/or securities analysts. In such event, the trading price of our
common stock is likely to decline.
Because the frequency of weddings vary from quarter to quarter, our operating
results may fluctuate due to seasonal factors.
Seasonal and cyclical patterns may affect our revenues. In 2000,
according to the National Center of Health Statistics, 20% of weddings in the
United States occurred in the first quarter, 26% occurred in the second quarter,
30% occurred in the third quarter and 24% occurred in the fourth quarter.
Because we launched The Knot Registry in November 1998 and acquired Bridalink in
July 1999, we have limited experience generating merchandise revenues. Based
upon our limited experience, we believe merchandise revenues generally are lower
in the fourth quarter of each year. In addition, we believe that advertising
sales in traditional media, such as television and radio, and print generally
are lower in the first and third calendar quarters of each year. Historically,
we have experienced increases in our traffic during the first and second
quarters of the year. As a result of these factors, we may experience
fluctuations in our revenues from quarter to quarter.
18
If sales to sponsors or advertisers forecasted in a particular period are
delayed or do not otherwise occur, our results of operations for a particular
period would be materially and adversely affected.
The time between the date of initial contact with a potential sponsor
or advertiser and the execution of a contract with the sponsor or advertiser is
often lengthy, typically ranging from six weeks for smaller agreements to nine
months for larger agreements, and is subject to delays over which we have little
or no control, including:
o the occurrence of extraordinary events, such as the attacks on
September 11, 2001;
o customers' budgetary constraints;
o customers' internal acceptance reviews;
o the success and continued internal support of advertisers' and
sponsors' own development efforts; and
o the possibility of cancellation or delay of projects by advertisers or
sponsors.
During the sales cycle, we may expend substantial funds and management
resources in advance of generating sponsorship or advertising revenues.
Accordingly, if sales to advertisers or sponsors forecasted in a particular
period are delayed or do not otherwise occur, we would generate less sponsorship
and advertising revenues during that period and our results of operations for
that period would suffer.
Our financial condition and revenues could be adversely affected if traffic on
our AOL site decreased or if carriage of our sites on AOL was discontinued.
AOL has accounted for a significant portion of our online traffic to
date. During the three months ended September 30, 2002, approximately 16% of our
users were customers of AOL's Internet services. If the financial condition and
operations of AOL were to deteriorate significantly, or if the traffic on our
AOL site were to substantially decrease, our revenues could be adversely
affected.
Our anchor tenant agreement with AOL expires on January 6,
2003, and AOL does not have any obligation to extend or renew the agreement.
Through the AOL agreement, we provide content on America Online, AOL.com,
Netscape and CompuServe. Under the terms of the agreement, AOL may terminate
the agreement without cause only with respect to our carriage on Netscape and
CompuServe upon 30 days' prior written notice. If the carrying of our sites on
AOL is discontinued, we would lose members, sponsors and advertisers and our
business, results of operations and financial condition could be materially
and adversely affected.
We may face difficulties encountered in the new and rapidly evolving markets in
which we operate.
We face many of the risks and difficulties frequently encountered in
new and rapidly evolving markets, including the online advertising and
e-commerce markets. These risks include our ability to:
o increase the audience on our sites;
o broaden awareness of our brand;
o strengthen user-loyalty;
o offer compelling content;
o maintain our leadership in generating traffic;
o maintain our current, and develop new, strategic relationships;
o attract a large number of advertisers from a variety of industries;
19
o respond effectively to competitive pressures;
o generate revenues from the sale of merchandise and e-commerce;
o continue to develop and upgrade our technology; and
o attract, integrate, retain and motivate qualified personnel.
These risks could negatively impact our financial condition if left
unaddressed. For more information on the effects of some of these risks, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
We may be unable to continue to build awareness of The Knot brand name which
would negatively impact our business and cause our revenues to decline.
Building recognition of our brand is critical to attracting and
expanding our online user base and our offline readership. Because we plan to
continue building brand recognition, we may find it necessary to accelerate
expenditures on our sales and marketing efforts or otherwise increase our
financial commitment to creating and maintaining brand awareness. Our failure to
successfully promote and maintain our brand would adversely affect our business
and cause us to incur significant expenses in promoting our brand without an
associated increase in our net revenues.
Our business could be adversely affected if we are not able to successfully
integrate any future acquisitions or successfully operate under our strategic
partnerships.
In the future, we may acquire, or invest in, complementary companies,
products or technologies or enter into new strategic partnerships similar to our
relationship with May Department Stores Company. Acquisitions, investments and
partnerships involve numerous risks, including:
o difficulties in integrating operations, technologies, products and
personnel;
o diversion of financial and management resources from existing
operations;
o risks of entering new markets;
o potential loss of key employees; and
o inability to generate sufficient revenues to offset acquisition or
investment costs.
The costs associated with potential acquisitions or strategic alliances could
dilute your investment or adversely affect our results of operations.
To pay for an acquisition or to enter into a strategic alliance, we
might use equity securities, debt, cash, or a combination of the foregoing. If
we use equity securities, our stockholders may experience dilution. In addition,
an acquisition may involve non-recurring charges, including writedowns of
significant amounts of goodwill. The related increases in expenses could
adversely affect our results of operations. Any such acquisitions or strategic
alliances may require us to obtain additional equity or debt financing, which
may not be available on commercially acceptable terms, if at all.
The market for Internet advertising is still developing, and if the Internet
fails to gain further acceptance as a media for advertising, we would experience
slower revenue growth than expected or a decrease in revenue and would incur
greater than expected losses.
Our future success depends in part on a significant increase in the use
of the Internet as an advertising and marketing medium. Sponsorship and
advertising revenues constituted 20% of our net revenues for the nine months
ended September 30, 2002, 20% of our net revenues for the year ended December
31, 2001 and 45% of our net revenues for the year ended December 31, 2000. Our
national online sponsorship and advertising revenue has declined from
approximately $1.3 million for the nine months ended September 30, 2001 to
approximately $1.1
20
million for the nine months ended September 30, 2002. The Internet advertising
market is still developing, and it cannot yet be compared with traditional
advertising media to gauge its effectiveness. As a result, demand for and market
acceptance of Internet advertising solutions are uncertain. Many of our current
and potential customers have little or no experience with Internet advertising
and have allocated only a limited portion of their advertising and marketing
budgets to Internet activities. The adoption of Internet advertising,
particularly by entities that have historically relied upon traditional methods
of advertising and marketing, requires the acceptance of a new way of
advertising and marketing. These customers may find Internet advertising to be
less effective for meeting their business needs than traditional methods of
advertising and marketing. Furthermore, there are software programs that limit
or prevent advertising from being delivered to a user's computer. Widespread
adoption of this software by users would significantly undermine the commercial
viability of Internet advertising.
We depend on our online sponsors and advertisers, and the loss of a number of
these would result in a decline in our revenues.
We depend on our online sponsors and advertisers for a significant part
of our net revenues. Although no single sponsor or advertiser accounted for 5%
or more of our net revenues, our eight largest sponsors and advertisers
accounted for 6% of our net revenues for the year ended December 31, 2001 and
our seven largest sponsors and advertisers accounted for 3% of our net revenues
for the nine months ended September 30, 2002. Consequently, the loss of any of
these online sponsors or advertisers could cause our revenues to decline.
We anticipate that our future results of operations will continue to
depend to a significant extent upon revenues from a limited number of online
sponsors and advertisers. In addition, we anticipate that such online sponsors
and advertisers will continue to vary over time. To achieve our long-term goals,
we will need to attract additional significant online sponsors and advertisers
on an ongoing basis. If we fail to enter into a sufficient number of large
contracts during a particular period, our revenues for that period would be
adversely affected. For more information on our advertising revenues, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
If we cannot protect our domain names, it will impair our ability to
successfully brand The Knot.
We currently hold various Web domain names, including www.theknot.com.
The acquisition and maintenance of domain names generally is regulated by
Internet regulatory bodies. The regulation of domain names in the United States
and in foreign countries is subject to change. Governing bodies may establish
additional top-level domains, appoint additional domain name registrars or
modify the requirements for holding domain names. As a result, we may be unable
to acquire or maintain relevant domain names in all countries in which we
conduct business. Furthermore, it is unclear whether laws protecting trademarks
and similar proprietary rights will be extended to protect domain names.
Therefore, we may be unable to prevent third parties from acquiring domain names
that are similar to, infringe upon or otherwise decrease the value of our
trademarks and other proprietary rights. We may not successfully carry out our
business strategy of establishing a strong brand for The Knot if we cannot
prevent others from using similar domain names or trademarks. This could impair
our ability to increase market share and revenues.
Our business and prospects would suffer if we are unable to protect and enforce
our intellectual property rights.
We rely upon copyright, trade secret and trademark law, assignment of
invention and confidentiality agreements and license agreements to protect our
proprietary technology, processes, content and other intellectual property to
the extent that protection is sought or secured at all. The steps we might take
may not be adequate to protect against infringement and misappropriation of our
intellectual property by third parties. Similarly, third parties may be able to
independently develop similar or superior technology, processes, content or
other intellectual property. The unauthorized reproduction or other
misappropriation of our intellectual property rights could enable third parties
to benefit from our technology without paying us for it. If this occurs, our
business and prospects would be materially and adversely affected. In addition,
disputes concerning the ownership or rights to use intellectual property could
be costly and time consuming to litigate, may distract management from other
tasks of operating the business, and may result in our loss of significant
rights and the loss of our ability to operate our business.
21
Our products and services may infringe on intellectual property rights of third
parties and any infringement could require us to incur substantial costs and
distract our management.
Although we avoid knowingly infringing intellectual rights of third
parties, including licensed content, we may be subject to claims alleging
infringement of third-party proprietary rights. If we are subject to claims of
infringement or are infringing the rights of third parties, we may not be able
to obtain licenses to use those rights on commercially reasonable terms, if at
all. In that event, we would need to undertake substantial reengineering to
continue our online offerings. Any effort to undertake such reengineering might
not be successful. Furthermore, a party making such a claim could secure a
judgment that requires us to pay substantial damages. A judgment could also
include an injunction or other court order that could prevent us from selling
our products. Any claim of infringement could cause us to incur substantial
costs defending against the claim, even if the claim is invalid, and could
distract our management from our business.
We depend upon QVC to provide us warehousing, fulfillment and distribution
services, and system failures or other problems at QVC could cause us to lose
customers and revenues.
We have a services agreement with QVC to warehouse, fulfill and arrange
for distribution of approximately 44% of our products, excluding products sold
through our retail partners. Our agreement with QVC expires in December 2003.
QVC does not have any obligation to renew this agreement. If QVC's ability to
provide us with these services in a timely fashion or at all is impaired,
whether through labor shortage, slow down or stoppage, deteriorating financial
or business condition, system failures or for any other reason, or if the
services agreement is not renewed, we would not be able, at least temporarily,
to sell or ship our products to our customers. We may be unable to engage
alternative warehousing, fulfillment and distribution services on a timely basis
or upon terms favorable to us.
We may not be able to obtain additional financing necessary to execute our
business strategy.
We currently believe that our current cash and cash equivalents will be
sufficient to fund our working capital and capital expenditure requirements for
at least the next twelve months. Our ability to meet our obligations in the
ordinary course of business is dependent upon our ability to achieve profitable
operations and/or raise additional financing through public or private equity
financings, or other arrangements with corporate sources, or other sources of
financing to fund operations. However, there is no assurance that we will
achieve profitable operations or that additional funding, if required, will be
available to us in amounts or on terms acceptable to us.
Increased competition in our markets could reduce our market share, the number
of our advertisers, our advertising revenues and our margins.
The Internet advertising and online wedding markets are still
developing. Additionally, both the Internet advertising and online wedding
markets and the wedding magazine publishing markets are intensely competitive,
and we expect such competition to intensify in the future.
We face competition for members, users, readers and advertisers from
the following areas:
o online services or Web sites targeted at brides and grooms as well as
the online sites of retail stores, manufacturers and regional wedding
directories;
o bridal magazines, such as Bride's and Modern Bride (both part of the
Conde Nast family); and
o online and retail stores offering gift registries, especially from
retailers offering specific bridal gift registries.
We expect competition to increase because of the business opportunities
presented by the growth of the Internet and e-commerce. Our competition may also
intensify as a result of industry consolidation and a lack of substantial
barriers to entry. Many of our current and potential competitors have longer
operating histories, significantly greater financial, technical and marketing
resources, greater name recognition and substantially larger user, membership or
readership bases than we have and, therefore, have a significantly greater
ability to attract advertisers, users and readers. In addition, many of our
competitors may be able to respond more quickly than we can
22
to new or emerging technologies and changes in Internet user requirements, as
well as devote greater resources than we can to the development, promotion and
sale of services.
There can be no assurance that our current or potential competitors
will not develop products and services comparable or superior to those that we
develop or adapt more quickly than we do to new technologies, evolving industry
trends or changing Internet user preferences. Increased competition could result
in price reductions, lower margins or loss of market share. There can be no
assurance that we will be able to compete successfully against current and
future competitors.
Terrorism and the uncertainty of war may have a material adverse effect on our
operating results.
Terrorist attacks, such as the attacks that occurred in New York and
Washington, D.C. on September 11, 2001, and other acts of violence or war may
affect the market on which our common stock will trade, the markets in which we
operate, our operations and profitability and your investment. Further terrorist
attacks against the United States or U.S. businesses may occur. The potential
near-term and long-term effect these attacks may have for our customers, the
market for our common stock, the markets for our services and the U.S. economy
are uncertain. The consequences of any terrorist attacks, or any armed conflicts
which may result, are unpredictable, and we may not be able to foresee events
that could have an adverse effect on our business or your investment.
Systems disruptions and failures could cause advertiser or user dissatisfaction
and could reduce the attractiveness of our sites.
The continuing and uninterrupted performance of our computer systems is
critical to our success. Our advertisers and sponsors, users and members may
become dissatisfied by any systems disruption or failure that interrupts our
ability to provide our services and content to them. Substantial or repeated
system disruption or failures would reduce the attractiveness of our online
sites significantly. Substantially all of our communications hardware and some
of our other computer hardware operations are located at Globix Corporation's
facilities in New York, New York. Fire, floods, earthquakes, power loss,
telecommunications failures, break-ins, acts of terrorism and similar events
could damage these systems. Computer viruses, electronic break-ins or other
similar disruptive problems could also adversely affect our online sites. Our
business could be materially and adversely affected if our systems were affected
by any of these occurrences. We do not presently have any secondary "off-site"
systems or a formal disaster recovery plan. Our sites must accommodate a high
volume of traffic and deliver frequently updated information. Our sites have in
the past experienced slower response times. These types of occurrences in the
future could cause users to perceive our sites as not functioning properly and
therefore cause them to use another online site or other methods to obtain
information or services. In addition, our users depend on Internet service
providers, online service providers and other site operators for access to our
online sites. Many of them have experienced significant outages in the past, and
could experience outages, delays and other difficulties due to system
disruptions or failures unrelated to our systems. Although we carry general
liability insurance, our insurance may not cover any claims by dissatisfied
providers or subscribers or may not be adequate to indemnify us for any
liability that may be imposed in the event that a claim were brought against us.
Any system disruption or failure, security breach or other damage that
interrupts or delays our operations could cause us to lose users, sponsors and
advertisers and adversely affect our business and results of operations.
We may not be able to deliver various services if third parties fail to provide
reliable software, systems and related services to us.
We are dependent on various third parties for software, systems and
related services in connection with our hosting and accounting software, data
transmission and security systems. Several of the third parties that provide
software and services to us have a limited operating history and have relatively
new technology. These third parties are dependent on reliable delivery of
services from others. If our current providers were to experience prolonged
systems failures or delays, we would need to pursue alternative sources of
services. Although alternative sources of these services are available, we may
be unable to secure such services on a timely basis or on terms favorable to us.
As a result, we may experience business disruptions if these third parties fail
to provide reliable software, systems and related services to us.
23
We may be liable if third parties misappropriate our users' personal
information.
If third parties were able to penetrate our network security or
otherwise misappropriate our users' personal or credit card information, we
could be subject to liability. Our liability could include claims for
unauthorized purchases with credit card information, impersonation or other
similar fraud claims as well as for other misuses of personal information, such
as for unauthorized marketing purposes. These claims could result in costly and
time-consuming litigation which could adversely affect our financial condition.
In addition, the Federal Trade Commission and state agencies have been
investigating various Internet companies regarding their use of personal
information. We could have additional expenses if new regulations regarding the
use of personal information are introduced or if our privacy practices are
investigated.
Our executive officers, directors and 5% or greater stockholders exercise
significant control over all matters requiring a stockholder vote.
As of September 30, 2002, our executive officers and directors and
stockholders who each owned greater than 5% of our common stock, and their
affiliates, in the aggregate, beneficially owned approximately 76% of our
outstanding common stock. As a result, these stockholders are able to exercise
control over all matters requiring approval by our stockholders, including the
election of directors and approval of significant corporate transactions. This
concentration of ownership could also have the effect of delaying or preventing
a change in control.
Anti-takeover provisions in our charter documents and Delaware law may make it
difficult for a third party to acquire us.
Provisions of our certificate of incorporation, our bylaws and Delaware
law could make it more difficult for a third party to acquire us, even if doing
so might be beneficial to our stockholders.
Risks Related to the Securities Markets
Future sales of our common stock may negatively affect our stock price.
We have a large number of shares of common stock outstanding and
available for resale. The market price of our common stock could decline as a
result of sales of a large number of shares of our common stock in the public
market or the perception that such sales could occur.
The delisting of our common stock from the Nasdaq National Market has resulted,
and could continue to result, in a limited public market for our common stock
and larger spreads in the bid and ask prices for shares of our common stock and
could result in lower prices for shares of our common stock and make obtaining
future equity financing more difficult.
On August 23, 2001, our common stock was delisted from the Nasdaq
National Market. Our common stock is currently available for quotation on the
OTC Bulletin Board. Selling our common stock has become, and may continue to be,
more difficult because smaller quantities of shares are bought and sold on the
OTC Bulletin Board, transactions could be delayed and news media coverage of us
has been reduced. These factors have resulted, and could continue to result, in
larger spreads in the bid and ask prices for shares of our common stock and
could result in lower prices for shares of our common stock.
The delisting of our common stock from the Nasdaq National Market and
any further declines in our stock price could also greatly impair our ability to
raise additional necessary capital through equity or debt financing and
significantly increase the dilution to stockholders caused by our issuing equity
in financing or other transactions. The price at which we issue shares in such
transactions is generally based on the market price of our common stock, and a
decline in our stock prices could result in the need for us to issue a greater
number of shares to raise a given amount of funding or acquire a given dollar
value of goods or services.
Our stock price has been highly volatile and is likely to experience extreme
price and volume fluctuations in the future that could reduce the value of your
investment and subject us to litigation.
24
The market price of our common stock has fluctuated in the past and is
likely to continue to be highly volatile, with extreme price and volume
fluctuations. These broad market and industry factors may harm the market price
of our common stock, regardless of our actual operating performance, and for
this or other reasons we could continue to suffer significant declines in the
market price of our common stock. In the past, companies that have experienced
volatility in the market price of their stock have been the object of securities
class action litigation. If we were to become the object of securities class
action litigation, it could result in substantial costs and a diversion of our
management's attention and resources.
Risks Related to the Internet Industry
If the use of the Internet and commercial online services as media for commerce
does not continue to grow, our business and prospects would be materially and
adversely affected.
We cannot assure you that a sufficiently broad base of consumers will
adopt, and continue to use, the Internet and commercial online services as media
for commerce, particularly for purchases of wedding gifts and supplies. Even if
consumers adopt the Internet or commercial online services as a media for
commerce, we cannot be sure that the necessary infrastructure will be in place
to process such transactions. Our long-term viability depends substantially upon
the widespread acceptance and the development of the Internet or commercial
online services as effective media for consumer commerce and for advertising.
Use of the Internet or commercial online services to effect retail transactions
and to advertise is at an early stage of development. Convincing consumers to
purchase wedding gifts and supplies online may be difficult.
Demand for recently introduced services and products over the Internet
and commercial online services is subject to a high level of uncertainty. Few
proven services and products exist. The development of the Internet and
commercial online services into a viable commercial marketplace is subject to a
number of factors, including:
o continued growth in the number of users of such services;
o concerns about transaction security;
o continued development of the necessary technological infrastructure;
o development of enabling technologies;
o uncertain and increasing government regulation; and
o the development of complementary services and products.
If users experience difficulties because of capacity constraints of the
infrastructure of the Internet and other commercial online services, potential
users may not be able to access our sites and our business and prospects would
be harmed.
To the extent that the Internet and other online services continue to
experience growth in the number of users and frequency of use by consumers
resulting in increased bandwidth demands, there can be no assurance that the
infrastructure for the Internet and other online services will be able to
support the demands placed upon them. The Internet and other online services
have experienced outages and delays as a result of damage to portions of their
infrastructure, power failures, telecommunication outages, network service
outages and disruptions, natural disasters and vandalism and other misconduct.
Outages or delays, could adversely affect online sites, e-mail and the level of
traffic on all sites. We depend on online access providers that provide our
users with access to our services. In the past, users have experienced
difficulties due to systems failures unrelated to our systems. In addition, the
Internet or other online services could lose their viability due to delays in
the development or adoption of new standards and protocols required to handle
increased levels of Internet or other online service activity or to increased
governmental regulation. Insufficient availability of telecommunications
services to support the Internet or other online services also could result in
slower response times and negatively impact use of the Internet and other online
services generally, and our sites in particular. If the use of the Internet and
other online services fails to grow or grows more slowly than expected, if the
infrastructure for the Internet and other online services does not effectively
support growth that may occur or if the Internet and other online services do
not become a viable commercial marketplace, we may not achieve profitability.
25
We may be unable to respond to the rapid technological change in the Internet
industry and this may harm our business.
If we are unable, for technological, legal, financial or other reasons,
to adapt in a timely manner to changing market conditions or customer
requirements, we could lose users and market share to our competitors. The
Internet and e-commerce are characterized by rapid technological change. Sudden
changes in user and customer requirements and preferences, frequent new product
and service introductions embodying new technologies and the emergence of new
industry standards and practices could render our existing online sites and
proprietary technology and systems obsolete. The emerging nature of products and
services in the online wedding market and their rapid evolution will require
that we continually improve the performance, features and reliability of our
online services. Our success will depend, in part, on our ability:
o to enhance our existing services;
o to develop and license new services and technology that address the
increasingly sophisticated and varied needs of our prospective
customers and users; and
o to respond to technological advances and emerging industry standards
and practices on a cost-effective and timely basis.
The development of online sites and other proprietary technology
entails significant technological and business risks and requires substantial
expenditures and lead time. We may be unable to use new technologies effectively
or adapt our online sites, proprietary technology and transaction-processing
systems to customer requirements or emerging industry standards. Updating our
technology internally and licensing new technology from third parties may
require significant additional capital expenditures.
If we become subject to burdensome government regulation and legal uncertainties
related to doing business online, our sponsorship, advertising and merchandise
revenues could decline and our business and prospects could suffer.
Laws and regulations directly applicable to Internet communications,
commerce and advertising are becoming more prevalent. Laws and regulations may
be adopted covering issues such as user privacy, pricing, content, taxation and
quality of products and services. Any new legislation could hinder the growth in
use of the Internet and other online services generally and decrease the
acceptance of the Internet and other online services as media of communications,
commerce and advertising. The governments of states and foreign countries might
attempt to regulate our transmissions or levy sales or other taxes relating to
our activities. The laws governing the Internet remain largely unsettled, even
in areas where legislation has been enacted. It may take years to determine
whether and how existing laws such as those governing intellectual property,
privacy, libel and taxation apply to the Internet and Internet advertising
services. In addition, the growth and development of the market for e-commerce
may prompt calls for more stringent consumer protection laws, both in the United
States and abroad, which may impose additional burdens on companies conducting
business online. The adoption or modification of laws or regulations relating to
the Internet and other online services could cause our sponsorship, advertising
and merchandise revenues to decline and our business and prospects to suffer.
We may be sued for information retrieved from our sites.
We may be subject to claims for defamation, negligence, copyright or
trademark infringement, personal injury or other legal theories relating to the
information we publish on our online sites. These types of claims have been
brought, sometimes successfully, against online services as well as other print
publications in the past. We could also be subject to claims based upon the
content that is accessible from our online sites through links to other online
sites or through content and materials that may be posted by members in chat
rooms or bulletin boards. Our insurance, which covers commercial general
liability, may not adequately protect us against these types of claims.
We may incur potential product liability for products sold online.
Consumers may sue us if any of the products that we sell online are
defective, fail to perform properly or injure the user. To date, we have had
limited experience selling products online and developing relationships with
manufacturers or suppliers of such products. We sell a range of products
targeted specifically at brides and grooms
26
through The Knot Registry, The Knot Shop, Bridalink.com and other e-commerce
sites that we may acquire in the future. Such a strategy involves numerous risks
and uncertainties. Although our agreements with manufacturers and providers of
travel services typically contain provisions intended to limit our exposure to
liability claims, these limitations may not prevent all potential claims.
Liability claims could require us to spend significant time and money in
litigation or to pay significant damages. As a result, any such claims, whether
or not successful, could seriously damage our financial results, reputation and
brand name.
We may incur significant expenses related to the security of personal
information online.
The need to transmit securely confidential information online has been
a significant barrier to e-commerce and online communications. Any
well-publicized compromise of security could deter people from using the
Internet or other online services or from using them to conduct transactions
that involve transmitting confidential information. Because our success depends
on the acceptance of online services and e-commerce, we may incur significant
costs to protect against the threat of security breaches or to alleviate
problems caused by such breaches.
27
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk represents the risk of loss that may impact the financial
position, result of operations, or cash flows of the company due to adverse
changes in financial market prices, including interest rate risk, foreign
currency exchange rate risk, commodity price risk, and other relevant market
rate or price risks.
We are exposed to some market risk through interest rates related to
the investment of our current cash and cash equivalents of approximately $9.5
million as of September 30, 2002. These funds are generally invested in highly
liquid debt instruments with short-term maturities. As such instruments mature
and the funds are re-invested, we are exposed to changes in market interest
rates. This risk is not considered material and we manage such risk by
continuing to evaluate the best investment rates available for short-term, high
quality investments.
We have no activities related to derivative financial instruments or
derivative commodity instruments, and we are not currently subject to any
significant foreign currency exchange risk.
Item 4. Controls and Procedures
Based on their evaluation of the Company's disclosure controls and
procedures (as defined in Exchange Act Rule 13a-14(c)) as of a date within 90
days of the filing of this quarterly report, the Chief Executive Officer and the
Chief Financial Officer have concluded that such controls and procedures are
effective.
There were no significant changes in the Company's internal controls or
in other factors that could significantly affect such controls subsequent to the
date of their evaluation.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On August 14, 2000, certain Weddingpages franchisees commenced
litigation in the Supreme Court, New York County, New York against The Knot and
certain officers, including David Liu, the Chairman and Chief Executive Officer.
The plaintiffs sought (1) to enjoin The Knot from taking actions, primarily
relating to the sale of advertising in certain local markets, which plaintiffs
claim will damage the value of their Weddingpages franchises, and (2) money
damages in an unspecified amount. On October 19, 2000, The Knot filed its
initial response.
On October 27, 2000, the Supreme Court of the State of New York refused
to grant preliminary injunctions sought by certain Weddingpages franchisees. The
court ordered that the parties submit their dispute to a neutral mediator. In
February, March and April 2001, as a result of negotiations among the parties,
with the assistance of the mediator, non-monetary settlements were reached with
seven of the plaintiffs in the action. Six franchisees have not executed the
settlement agreement as negotiated. Five of those franchisees have since sought
a temporary restraining order and a preliminary injunction to keep The Knot
from, among other things, soliciting Internet advertisement sales within those
franchisees' Weddingpages franchise territories.
On May 31, 2001, the Court denied the franchisees' motion for a
temporary restraining order. On July 2, 2001, the Court heard arguments on the
franchisees' motion for a preliminary injunction. At the same time, the Court
heard arguments on Weddingpages' cross-motion to compel arbitration and on the
Knot's cross-motion to stay litigation pending arbitration.
On August 22, 2001, the Court denied the remaining franchisees' request
for injunctive relief against The Knot, effectively ordered the franchisees to
arbitrate their claims against Weddingpages, and stayed the action against The
Knot pending the completion of such arbitration. In denying the remaining
franchisees' motion for injunctive relief, the Court agreed with The Knot's
legal arguments in every material respect. Most significantly, in a three-page
opinion, the Court held that the franchisees would be unlikely to succeed on the
merits of their claims against The Knot.
28
Despite the Court's order, the franchisees failed to take any action to
initiate arbitration of their dispute with Weddingpages. Thus, on January 25,
2002, Weddingpages commenced arbitration by filing a Demand for Arbitration
before the American Arbitration Association.
On April 17, 2002, the franchisees filed a motion to lift the stay in
favor of The Knot and for a preliminary injunction enjoining The Knot from
directly soliciting the franchisees' customers for The Knot's Internet Web site.
On May 23, 2002, The Knot and Weddingpages settled with three of the five
remaining franchisees with no admission of liability, damages or payments being
made to the franchisees. The settlement was stipulated to on the record in court
and "So Ordered" by the judge, and is believed by the Knot to be final and
binding on the parties. These three franchisees have now signed the written
settlement agreement and release, but have not yet signed a related license
agreement. However, under the terms of the settlement agreement, they have
relinquished their franchise agreements and the rights relating thereto,
effective May 31, 2002. The Knot and Weddingpages have also reached a settlement
in principal with one of the remaining two franchisees and are in the process of
finalizing the documentation. To the extent that the remaining sole plaintiff
proceeds with its case, we will continue to vigorously exercise our rights and
oppose the franchisee's overreaching claims.
Item 6. Exhibits and Report on Form 8-K
a) Exhibits
99.1 Certification of Chairman and Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
b) Report on Form 8-K
None.
29
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 14, 2002 THE KNOT, INC.
By: /s/ Richard Szefc
-----------------------------------
Richard Szefc
Chief Financial Officer (Principal
Financial Officer and Duly
Authorized Signatory)
30
Certification of Chief Executive Officer
(Pursuant to 18 U.S.C. Section 1350
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)
In connection with the Quarterly Report on Form 10-Q of The Knot, Inc. (the
"Company") for the period ended September 30, 2002, as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, David Liu,
Chairman and Chief Executive Officer of the Company, certify that:
1. I have reviewed the Report.
2. Based on my knowledge, the Report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by the Report;
3. Based on my knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Company as of
and for the periods presented in the Report;
4. The Company's other certifying officers and I:
a) are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the Company;
b) have designed such disclosure controls and procedures to ensure that
material information related to the Company, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which the Report is being prepared;
c) have evaluated the effectiveness of the Company's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of the Report (the "Evaluation Date"); and
d) have presented in the Report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date.
5. The Company's other certifying officers and I have disclosed, based on our
most recent evaluation, to the Company's auditors and the audit committee of the
Company's board of directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize and report financial data and have identified for
the Company's auditors any material weakness in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company's internal
controls; and
6. The Company's other certifying officers and I have indicated in the Report
whether there were significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the Evaluation
Date, including any corrective actions with regard to significant deficiencies
and material weaknesses.
/s/ David Liu
------------------------------------
David Liu
Chairman and Chief Executive Officer
Date: November 14, 2002
31
Certification of Chief Financial Officer
(Pursuant to 18 U.S.C. Section 1350
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)
In connection with the Quarterly Report on Form 10-Q of The Knot, Inc. (the
"Company") for the period ended September 30, 2002, as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Richard Szefc,
Chief Financial Officer of the Company, certify that:
1. I have reviewed the Report.
2. Based on my knowledge, the Report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by the Report;
3. Based on my knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Company as of
and for the periods presented in the Report;
4. The Company's other certifying officers and I:
a) are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the Company;
b) have designed such disclosure controls and procedures to ensure that
material information related to the Company, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which the Report is being prepared;
c) have evaluated the effectiveness of the Company's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of the Report (the "Evaluation Date"); and
d) have presented in the Report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date.
5. The Company's other certifying officers and I have disclosed, based on our
most recent evaluation, to the Company's auditors and the audit committee of the
Company's board of directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize and report financial data and have identified for
the Company's auditors any material weakness in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company's internal
controls; and
6. The Company's other certifying officers and I have indicated in the Report
whether there were significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the Evaluation
Date, including any corrective actions with regard to significant deficiencies
and material weaknesses.
/s/ Richard Szefc
-----------------------
Richard Szefc
Chief Financial Officer
Date: November 14, 2002
32
Exhibit Index
Exhibit Number Description
- -------------- -----------
99.1 Certification of Chairman and Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of Chief Financial Officer Pursuant to
18 U.S.C. Section 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.