UNITED STATES SECURITIES AND
EXCHANGE COMMISSION





WASHINGTOND.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, 2010


or





o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





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 York10013


(Address of Principal
Executive Officer and Zip Code)





(212)
219-8555


(Registrant’s Telephone
Number, Including Area Code)





Indicate by
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. YesxNo o





Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such
files). Yes oNo
o





Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer o
            Accelerated
      filer xNon-accelerated filero(Do not check if a smaller
      reporting)
            Smaller reporting companyo





Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).


Yes oNox





As ofOctober 29,2010, there were34,373,450shares of the registrant’s
common stock outstanding.




Page
                NumberPART
      I FINANCIAL INFORMATIONITEM
      1:
              Financial
      Statements (Unaudited):Condensed
      Consolidated Balance Sheets as of September 30, 2010 and December 31,
      20094Condensed
      Consolidated Statements of Operations for the Three and Nine Months Ended
      September 30, 2010 and 20095Condensed
      Consolidated Statements of Cash Flows for the Nine Months Ended September
      30, 2010 and 20096Notes
      to Condensed Consolidated Financial Statements
              
              
              7ITEM
      2:
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              
              
              17ITEM
      3:
              Quantitative
      and Qualitative Disclosures About Market Risk
              
              
              29ITEM
      4:
              Controls
      and Procedures
              
              
              29PART
      II OTHER INFORMATIONITEM
      1:
              Legal
      Proceedings
              
              
              30ITEM1A:
              Risk
      Factors
              
              
              30ITEM
      2:
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              
              
              31ITEM
      6:
              Exhibits
              
              
              31SIGNATURES
              
              
              
              32




2




SPECIAL NOTE ON
FORWARD-LOOKING STATEMENTS





This report contains
forward-looking statements relating to future events and the future performance
of The Knot, Inc. based on our current expectations, assumptions, estimates and
projections about us and our industry.  These forward-looking
statements involve risks and uncertainties.  Actual results or events
could differ materially from those anticipated in such forward-looking
statements as a result of certain factors, as more fully described in Item 1A
(Risk Factors) in each of our most recent Annual Report on Form
10-K  and Part II of this report, 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.





WHERE YOU CAN FIND MORE
INFORMATION





The Knot’s corporate website
is located atwww.theknotinc.com. The Knot makes available
free of charge, on or through our corporate website, our annual, quarterly and
current reports, and any amendments to those reports, as soon as reasonably
practicable after electronically filing such reports with, or furnishing to, the
Securities and Exchange Commission (“SEC”). Information contained on The Knot’s
corporate website is not part of this report or any other report filed with the
SEC.





Unless the context otherwise
indicates, references in this report to the terms “The Knot,” “we,” “our” and
“us” refer to The Knot, Inc., its divisions and its
subsidiaries.
  3


PART I – FINANCIAL
INFORMATION
  THE KNOT,
INC.
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 (amounts in
thousands, except for share data)





September
      30,
                
                
                December
      31,2010
                
                
                2009(unaudited)ASSETSCurrent
      assets:Cash
      and cash equivalents
                
                $
                135,858
                
                
                $
                94,993Short-term
      investments
                
                
                -
                
                
                
                36,498Accounts
      receivable, net of allowances of $2,187 and
      $1,696at
      September 30, 2010 and December 31, 2009, respectively
                
                
                10,242
                
                
                
                8,704Accounts
      receivable from affiliate
                
                
                973
                
                
                
                444Inventories
                
                
                4,094
                
                
                
                2,708Deferred
      production and marketing costs
                
                
                914
                
                
                
                685Deferred
      tax assets, current portion
                
                
                2,441
                
                
                
                2,441Other
      current assets
                
                
                3,972
                
                
                
                2,948Total
      current assets
                
                
                158,494
                
                
                
                149,421Property
      and equipment, net
                
                
                5,761
                
                
                
                6,148Intangible
      assets, net
                
                
                8,978
                
                
                
                10,341Goodwill
                
                
                37,750
                
                
                
                37,757Deferred
      tax assets
                
                
                20,591
                
                
                
                20,588Investment
      in equity interest, net
                
                
                644
                
                
                
                419Other
      assets
                
                
                403
                
                
                
                201Total
      assets
                
                $
                232,621
                
                
                $
                224,875LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable and accrued expenses
                
                $
                10,527
                
                
                $
                8,861Deferred
      revenue
                
                
                11,543
                
                
                
                10,190Total
      current liabilities
                
                
                22,070
                
                
                
                19,051Deferred
      tax liabilities
                
                
                3,506
                
                
                
                3,504Other
      liabilities
                
                
                125
                
                
                
                214Total
      liabilities
                
                
                25,701
                
                
                
                22,769Stockholders’
      equity:Common
      stock, $.01 par value; 100,000,000 shares authorized and 34,285,081 and
      33,707,358 shares issued and outstanding at September 30, 2010 and
      December 31, 2009, respectively
                
                
                343
                
                
                
                337Additional
      paid-in-capital
                
                
                212,108
                
                
                
                209,440Accumulated
      deficit
                
                
                (5,531
                )
                
                
                (7,671
                )Total
      stockholders’ equity
                
                
                206,920
                
                
                
                202,106Total
      liabilities and stockholders’ equity
                
                $
                232,621
                
                
                $
                224,875
  See
accompanying Notes to Condensed Consolidated Financial Statements
  4




THE
KNOT, INC.
 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
 (amounts
in thousands, except for per share data)
 (unaudited)








Three
      Months Ended
                September
      30,
              
              
              Nine
      Months Ended
                September
      30,2010
              
              
              2009
              
              
              2010
              
              
              2009Net
      revenue:Online
      sponsorship and advertising
              
              $
              14,701
              
              
              $
              14,122
              
              
              $
              44,146
              
              
              $
              41,162Registry
      services
              
              
              2,196
              
              
              
              3,445
              
              
              
              5,851
              
              
              
              8,144Merchandise
              
              
              7,083
              
              
              
              7,462
              
              
              
              22,443
              
              
              
              20,737Publishing
      and other
              
              
              3,302
              
              
              
              3,144
              
              
              
              12,914
              
              
              
              11,318Total
      net revenue
              
              
              27,282
              
              
              
              28,173
              
              
              
              85,354
              
              
              
              81,361Cost
      of revenue:Online
      sponsorship and advertising
              
              
              370
              
              
              
              844
              
              
              
              1,284
              
              
              
              2,075Merchandise
              
              
              3,737
              
              
              
              4,062
              
              
              
              12,239
              
              
              
              10,638Publishing
      and other
              
              
              1,334
              
              
              
              1,273
              
              
              
              4,881
              
              
              
              4,600Total
      cost of revenue
              
              
              5,441
              
              
              
              6,179
              
              
              
              18,404
              
              
              
              17,313Gross
      profit
              
              
              21,841
              
              
              
              21,994
              
              
              
              66,950
              
              
              
              64,048Operating
      expenses:Product
      and content development
              
              
              5,526
              
              
              
              5,010
              
              
              
              16,778
              
              
              
              15,244Sales
      and marketing
              
              
              8,483
              
              
              
              8,116
              
              
              
              26,325
              
              
              
              23,775General
      and administrative
              
              
              4,792
              
              
              
              4,786
              
              
              
              15,976
              
              
              
              15,008Depreciation
      and amortization
              
              
              1,207
              
              
              
              2,489
              
              
              
              3,947
              
              
              
              7,670Total
      operating expenses
              
              
              20,008
              
              
              
              20,401
              
              
              
              63,026
              
              
              
              61,697Income
      from operations
              
              
              1,833
              
              
              
              1,593
              
              
              
              3,924
              
              
              
              2,351Loss
      in equity interest
              
              
              (63
              )
              
              
              (19
              )
              
              
              (275
              )
              
              
              (19
              )Interest
      and other income, net
              
              
              21
              
              
              
              93
              
              
              
              106
              
              
              
              613Income
      before income taxes
              
              
              1,791
              
              
              
              1,667
              
              
              
              3,755
              
              
              
              2,945Provision
      for income taxes
              
              
              692
              
              
              
              896
              
              
              
              1,615
              
              
              
              1,771Net
      income
              
              $
              1,099
              
              
              $
              771
              
              
              $
              2,140
              
              
              $
              1,174Net
      earnings per share:Basic
              
              $
              0.03
              
              
              $
              0.02
              
              
              $
              0.07
              
              
              $
              0.04Diluted
              
              $
              0.03
              
              
              $
              0.02
              
              
              $
              0.06
              
              
              $
              0.04Weighted
      average number of shares used in calculating net earnings per
      shareBasic
              
              
              32,934
              
              
              
              32,162
              
              
              
              32,637
              
              
              
              32,045Diluted
              
              
              33,642
              
              
              
              33,361
              
              
              
              33,589
              
              
              
              33,039




See
accompanying Notes to Condensed Consolidated Financial Statements
  5




THE KNOT,
INC.


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (amounts in
thousands)
 (unaudited)




Nine
      Months Ended
                September
      30,2010
              
              
              2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income
              
              $
              2,140
              
              
              $
              1,174Adjustments
      to reconcile net income to net cash provided by operating
      activities:Depreciation
      and amortization
              
              
              2,536
              
              
              
              3,844Amortization
      of intangibles
              
              
              1,411
              
              
              
              3,825Stock-based
      compensation
              
              
              3,058
              
              
              
              3,187Deferred
      income taxes
              
              
              (2
              )
              
              
              1,611Excess
      tax benefits from stock-based awards
              
              
              -
              
              
              
              (892
              )Reserve
      for returns
              
              
              3,668
              
              
              
              2,136Realized
      gain on value of auction rate securities
              
              
              (2
              )
              
              
              (124
              )Allowance
      for doubtful accounts
              
              
              285
              
              
              
              826Other
      non-cash charges
              
              
              (10
              )
              
              
              (13
              )Changes
      in operating assets and liabilities:Increase
      in accounts receivable
              
              
              (5,491
              )
              
              
              (2,587
              )Increase
      in accounts receivable from affiliate
              
              
              (530
              )
              
              
              (595
              )Increase
      in inventories
              
              
              (1,375
              )
              
              
              (450
              )(Increase)
      decrease in deferred production and marketing costs
              
              
              (228
              )
              
              
              124Increase
      in other current assets
              
              
              (1,024
              )
              
              
              (227
              )Decrease
      in other assets
              
              
              238
              
              
              
              13Increase
      in accounts payable and accrued expenses
              
              
              1,666
              
              
              
              299Increase
      (decrease) in deferred revenue
              
              
              1,353
              
              
              
              (186
              )Decrease
      in other liabilities
              
              
              (89
              )
              
              
              (110
              )Net
      cash provided by operating activities
              
              
              7,604
              
              
              
              11,855CASH
      FLOWS FROM INVESTING ACTIVITIESPurchases
      of property and equipment
              
              
              (2,147
              )
              
              
              (1,772
              )Proceeds
      from sales/maturities of short-term investments
              
              
              -
              
              
              
              9,991Proceeds
      from sales/maturities of long-term investments
              
              
              36,500
              
              
              
              6,050Investment
      in equity interest
              
              
              (500
              )
              
              
              (500
              )Loan
      to foreign trustee
              
              
              (165
              )
              
              
              -Acquisition
      of business, net of cash acquired
              
              
              (48
              )
              
              
              (5,882
              )Net
      cash provided by investing activities
              
              
              33,640
              
              
              
              7,887CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from issuance of common stock
              
              
              1,125
              
              
              
              312Proceeds
      from exercise of stock options
              
              
              96
              
              
              
              860Excess
      tax benefits from stock-based awards
              
              
              -
              
              
              
              892Repurchase
      of common stock
              
              
              (1,606
              )
              
              
              (423
              )Settlement
      of WedSnap escrow
              
              
              6
              
              
              
              -Net
      cash used in financing activities
              
              
              (379
              )
              
              
              1,641Increase
      in cash and cash equivalents
              
              
              40,865
              
              
              
              21,383Cash
      and cash equivalents at beginning of period
              
              
              94,993
              
              
              
              61,488Cash
      and cash equivalents at end of period
              
              $
              135,858
              
              
              $
              82,871Supplemental
      information:Cash
      paid for interest
              
              $
              -
              
              
              $
              -Cash
      paid for income taxes
              
              $
              2,779
              
              
              $
              1,141Cash
      paid for acquisitions
              
              $
              (48
              )
              
              $
              (6,594
              )Cash
      acquired in acquisitions
              
              
              -
              
              
              
              712$
              (48
              )
              
              $
              (5,882
              )




See
accompanying Notes to Condensed Consolidated Financial Statements
  6




THE KNOT,
INC.


NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)





1.
            Organization
      and Basis of Presentation





The accompanying unaudited
condensed consolidated financial statements include (1) the accounts of The
Knot, Inc. (“The Knot” or the “Company”) and all 100% owned subsidiaries and (2)
50% of the net income of an entity formed in July 2009 accounted for as an
equity interest. The condensed consolidated financial statements included
in this report have been prepared by the Company pursuant to the rules and
regulations of the SEC.  Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles in theUnited Stateshave been condensed or
omitted pursuant to such SEC rules and regulations.  The Company
believes that the disclosures are adequate to make the information presented not
misleading.  The financial statements contained herein should be read
in conjunction with the consolidated and combined financial statements and notes
thereto included in the Company’s Annual Report on Form 10-K filed with the
SEC for the year ended December 31, 2009.





In
the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all normal and recurring adjustments necessary to
present fairly the consolidated financial condition, results of operations and
changes in cash flows of the Company for the interim periods
presented.  The results of operations for the three and nine months
ended September 30, 2010 are not necessarily indicative of results to be
expected for the entire calendar year.





Segment
Information





The Company operates in one
reportable segment because it is organized around its online and offline media
and e-commerce service lines.  These service lines do not have
operating managers who report to the chief operating decision maker. The chief
operating decision maker generally reviews financial information at a
consolidated result of operations level but does not review revenue and cost of
revenue results of the individual service lines.  A considerable
amount of shared expenses for the revenue and cost of revenue categories are
shown as operating expenses.





Recently Adopted Accounting
Pronouncements





The adoption of the following
accounting standards and updates did not result in a material impact to the
Company’s condensed consolidated financial statements:





On June 12, 2009, the
accounting standard relating to the transfers and servicing of financial assets
and extinguishment of liabilities was updated to require additional information
about transfers of financial assets, including securitization transactions, and
where companies have continuing exposure to the risks related to transferred
financial assets. It eliminates the concept of a “qualifying special-purpose
entity,” changes the requirements for derecognizing financial assets, and
requires additional disclosures. This standard update is effective as of January
1, 2010.





On June 12, 2009, the
accounting standard regarding the requirements of consolidation accounting for
variable interest entities was updated to require an enterprise to perform an
analysis to determine whether the entity’s variable interest or interests give
it a controlling interest in a variable interest entity. This standard update is
effective for all interim and annual reporting periods as of January 1,
2010.





On January 21, 2010, the
accounting standard relating to fair value measurements was updated to require
additional new disclosures for transfers in and out of Levels 1 and 2 and
activity in Level 3.  This update also amends the standard by
requiring an entity to provide fair value measurement disclosures for each class
of assets and liabilities as well as the inputs and valuation
techniques.  This standard update is effective for all interim and
annual reporting periods on or after December 15, 2009 excluding certain
exceptions which will be effective for fiscal years beginning after December 15,
2010.
  7





2.
            Fair
      Value Measurements





Cash and cash equivalents,
investments and investment receivables consist of the
following:





September
      30,
                
                
                December
      31,2010
                
                
                2009(in
      thousands)Cash
      and cash equivalentsCash
                
                $
                6,925
                
                
                $
                6,007Money
      market funds
                
                
                128,933
                
                
                
                88,986Subtotal
      cash and cash equivalents
                
                
                135,858
                
                
                
                94,993Short-term
      investmentsAuction
      rate securities
                
                
                -
                
                
                
                36,498Total
      cash and cash equivalents, investments and investment
      receivables
                
                $
                135,858
                
                
                $
                131,491





The inputs to the valuation
techniques used to measure fair value are classified into the following
categories:





Level 1 — Quoted
prices in active markets for identical assets or
liabilities





Level 2 — Quoted
prices for similar assets and liabilities in active markets or inputs that are
observable





Level 3 — Inputs
that are unobservable (for example, cash flow modeling inputs based on
assumptions)





As of September 30, 2010, the
Company’s investment in cash and cash equivalents of $135.9 million was measured
at fair value using Level 1 inputs.  On June 30, 2010, we exercised
our right to receive cash from UBS for the remaining $9.6 million in par value
of auction rate securities.  We received the $9.6 million on July 1,
2010.





The carrying amount of the
Company’s auction rate securitiesat September 30,
2010is as
follows:





Amount(in
      thousands)Balance
      at December 31, 2009
                
                $
                36,498Redemptions,
      at par
                
                
                (26,900
                )Change
      in fair value of ARS portfolio
                
                
                -Change
      in fair value of ARS Right
                
                
                2Exercise
      of ARS Right
                
                
                (9,600
                )Balance
      at September 30, 2010
                
                $
                -
  8





3.
            Stock-Based
      Compensation





The Company maintains several
stock-based compensation plans which are more fully described below. Total
stock-based compensation expense related to all of the Company’s stock awards
was included in various operating expense categories for the three and nine
months ended September, 2010 and 2009, as follows:





Three
      Months Ended
                September
      30,
              
              
              Nine
      Months Ended
                September
      30,2010
              
              
              2009
              
              
              2010
              
              
              2009(in
      thousands)Product
      and content development
              
              $
              330
              
              
              $
              369
              
              
              $
              1,053
              
              
              $
              999Sales
      and marketing
              
              
              297
              
              
              
              272
              
              
              
              886
              
              
              
              802General
      and administrative
              
              
              325
              
              
              
              465
              
              
              
              1,119
              
              
              
              1,386Total
      stock-based compensation
              
              $
              952
              
              
              $
              1,106
              
              
              $
              3,058
              
              
              $
              3,187





The Knot Stock-Based
Incentive Plans





The 2009 Stock Incentive Plan
(the “2009 Plan”) was adopted by the Board of Directors, and became effective in
May 2009 following approval by the stockholders, as a successor plan to the
Company’s 1999 Stock Incentive Plan (the “1999 Plan”). All incentive stock
options, nonqualified stock options (incentive and nonqualified stock options
are collectively referred to as “options”), stock appreciation rights, stock
issuances which may be subject to the attainment of designated performance goals
or service requirements (“restricted stock”), or any combination thereof
outstanding under the 1999 Plan have been incorporated into the 2009 Plan. Under
the terms of the 2009 Plan 1,000,000 shares of common stock of the Company were
initially reserved for issuance in addition to the 3,190,737 shares which were
incorporated from the 1999 Plan. The 2009 Plan provides that awards may be
granted to such non-employee directors, officers, employees and consultants of
the Company as the Compensation Committee of Board of Directors shall in its
discretion select. Only employees of the Company are eligible to receive grants
of incentive stock options. Options are granted at the fair market value of the
stock on the date of grant. Options vest over periods up to four years and have
terms not to exceed 10 years. Restricted stock awards vest over periods ranging
from one to five years.





The 2000 Non-Officer Stock
Incentive Plan (the “2000 Plan”) was approved by the Board of Directors in June
2000. Under the terms of the 2000 Plan, 435,000 shares of common stock of the
Company have been reserved for nonqualified stock options, stock issuances
(which may be restricted stock) or any combination thereof. Awards may be
granted to employees (other than officers or directors of the Company) and
consultants and other independent advisors who provide services to the Company.
Options are granted at the fair market value of the stock on the date of grant.
Generally, options have vested over a four-year period and have terms not to
exceed 10 years. Currently, there are no unvested options outstanding under the
2000 Plan.The 2000 Plan expired as of
June 30, 2010.





As of September 30, 2010,
there were 3,828,728 shares available for future grants under the 2009
Plan.
  9




Options





The following table
represents a summary of the Company’s stock option activity under the 2009 and
2000 Plans and related information, without regard for estimated forfeitures,
for the nine months ended September 30, 2010:





Shares
                
                
                Weighted
      Average Exercise Price(in
      thousands)Options
      outstanding at December 31, 2009
                
                
                895
                
                
                $
                5.29Options
      granted
                
                
                -
                
                
                
                -Options
      exercised
                
                
                (500
                )
                
                
                2.04Options
      forfeited
                
                
                (2
                )
                
                
                3.72Options
      outstanding at September 30, 2010
                
                
                393
                
                
                $
                9.43





The intrinsic value of
options exercised during the three months ended September 30, 2010 and 2009 was
$18,000 and $42,000, respectively.  The intrinsic value of options
exercised during the nine months ended September 30, 2010 and 2009 was $2.8
million and $1.9 million, respectively.





The following table
summarizes information about options outstanding at September 30,
2010:





Options
      Outstanding
                
                
                Options
      ExercisableRange
      of
                  Exercise
      Price
                
                
                Number
                  Outstanding
      as
                  of
      September 30,
                  2010
                
                
                Weighted
                  Average
                  Remaining
                  Contractual
      Life
                  (in
      Years)
                
                
                Weighted
                  Average
                  Exercise
                  Price
                
                
                Number
                  Exercisable
      as
                  of
      September 30,
                  2010
                
                
                Weighted
                  Average
                  Exercise
                  Price(in
      thousands)
                
                
                
                
                
                
                
                
                (in
      thousands)$
                0.42
      to $1.03
                
                
                
                15
                
                
                
                0.72
                
                
                $
                0.75
                
                
                
                15
                
                
                $
                0.75$
                1.37
      to $4.10
                
                
                
                218
                
                
                
                3.36
                
                
                
                3.54
                
                
                
                218
                
                
                
                3.54$
                18.26
                
                
                
                160
                
                
                
                1.66
                
                
                
                18.26
                
                
                
                160
                
                
                
                18.26393
                
                
                
                2.57
                
                
                $
                9.43
                
                
                
                393
                
                
                $
                9.43





The weighted average
remaining contractual life of options exercisable as of September 30, 2010 was
2.57 years. The aggregate intrinsic value of stock options outstanding at
September 30, 2010 was $1.3 million, all of which relates to vested awards. The
intrinsic value for stock options is calculated based on the exercise price of
the underlying awards and the quoted closing price of the Company’s common stock
as of September 30, 2010.
  10




The following table
summarizes non-vested stock option activity for the nine months ended September
30, 2010:


Shares
                
                
                Weighted
      Average Exercise Price(in
      thousands)Nonvested
      options outstanding at December 31, 2009
                
                
                53
                
                
                $
                18.26Vested
                
                
                (53
                )
                
                
                18.26Canceled
                
                
                -Nonvested
      options outstanding at September 30, 2010
                
                
                -
                
                
                $
                -


During the three months ended
September 30, 2010, there were no stock options that vested.  During
the nine months ended September 30, 2010, 53,000 stock options
vested.  During the nine months ended September 30, 2010 and 2009, the
weighted average fair value of options that vested was
$5.95.





Restricted
Stock





As of September 30, 2010 and
2009, there were 1,143,211 and 1,528,662 service-based restricted stock awards
outstanding, respectively. During the three months ended September 30, 2010 and
2009, 48,000 and 17,000 shares, respectively, of restricted stock were awarded
at weighted average grant-date fair values of $7.60 and $9.55, respectively.
During the nine months ended September 30, 2010 and 2009,233,000and 1,054,500 shares,
respectively, of restricted stock were awarded at weighted average grant-date
fair values of $7.95 and $6.99, respectively. During the nine months ended
September 30, 2010 and 2009, 443,232 and 147,813 shares of restricted stock,
respectively, vested. During the nine months ended September 30, 2010 and 2009,
105,443 and 42,992 shares of restricted stock, respectively, were canceled.
During the nine months ended September 30, 2010 and 2009, 180,736 and 49,290
shares of restricted stock, respectively, were repurchased by the Company in
connection with the surrender of these shares by employees to satisfy tax
withholding obligations related to the vesting of the stock awards. The
aggregate intrinsic value of restricted shares as of September 30, 2010 and 2009
was $10.4 million and $16.7 million, respectively. The intrinsic value for
restricted shares is calculated based on the par value of the underlying shares
and the quoted price of the Company’s common stock as of September 30,
2010.





As of September 30, 2010,
there was $8.2 million of total unrecognized compensation cost related to
non-vested restricted shares, net of estimated forfeitures, which is expected to
be recognized over a weighted average period of 2.3 years. During the three
months ended September 30, 2010 and 2009, the Company recorded $918,000 and
$999,000, respectively, of compensation expense related to restricted
shares.  During the nine months ended September 30, 2010 and 2009, the
Company recorded $2.8 million and $2.9 million, respectively, of compensation
expense related to restricted shares.








Employee Stock Purchase
Plan





The 2009 Employee Stock
Purchase Plan (the “2009 ESPP”) was adopted by the Board of Directors, and was
approved by the stockholders in May 2009, as a successor plan to the Company’s
1999 Employee Stock Purchase Plan (the “1999 ESPP”). The first offering period
under the 2009 ESPP began August 1, 2009 and shares were first purchased under
this plan on January 31, 2010. The Compensation Committee of the Board of
Directors administers each ESPP. The ESPP permits a participating employee to
make contributions to purchase shares of common stock by having withheld from
his or her salary an amount between 1% and 15% of compensation. Under each ESPP,
eligible employees of the Company may elect to participate before the start date
of a semi-annual offering period. On each purchase date during an offering
period, a participating employee’s contributions will be used to purchase up to
1,000 shares of the Company’s common stock for such participating employee at a
15% discount from the fair market value, as defined in each ESPP, of such stock.
In addition to the 1,000 share purchase limit, the cost of shares purchased
under the plan by a participating employee cannot exceed $25,000 in any plan
year. The Company initially reserved 300,000 shares of common stock under the
1999 ESPP. The shares reserved under the 1999 ESPP automatically increased on
the first trading day in January of each calendar year by the lesser of the (i)
the number of shares of common stock issued under the 1999 ESPP in the
immediately preceding calendar year, (ii) 300,000 shares or (iii) such other
lesser amount approved by the Board of Directors.  For the nine months
ended, September 30, 2010, 49,527 shares were issued under the 2009
ESPP.  The Company initially reserved 300,000 shares of common stock
under the 2009 ESPP.


11





The weighted average
grant-date fair value of ESPP rights arising from elections made by ESPP plan
participants was $1.90and $1.96during the three and nine
months ended September 30, 2010. The weighted average grant-date fair value of
ESPP rights arising from elections made by ESPP plan participants was $2.11 and
$1.98 during the three and nine months ended September 30, 2009.  The
fair value of ESPP rights that vested during the three and nine months ended
September 30, 2010 were $2.02 and $2.07, respectively.  The fair
value of ESPP rights that vested during the three and nine months ended
September 30, 2009 were $1.85 and $2.03, respectively.  On July 31,
2010, the Company issued 22,915 shares at a weighted average price of $7.00
under the 2009 ESPP.  On January 31, 2010, the Company issued 26,612
shares at a weighted average price of $7.43 under the 2009
ESPP.





The intrinsic value of shares
purchased through the 2009 ESPP on January 31, 2010 and July 31, 2010 was
$46,000 and $65,000, respectively.The intrinsic value of
outstanding 2009 ESPP rights as of September 30, 2010 was $31,000. The intrinsic value of
the shares of 2009 ESPP rights is calculated as the discount from the quoted
price of the Company’s common stock, as defined in the 2009 ESPP, which was
available to employees as of the respective dates.





As of September 30, 2010,
there was $29,132 of unrecognized compensation cost related to 2010 ESPP rights,
net of estimated forfeitures, which is expected to be recognized over a weighted
average period of one month.





The fair value of ESPP rights
have been estimated on the date of grant using the Black-Scholes option pricing
model with the following assumptions:


Nine
      Months Ended September 30,2010
                
                
                2009Weighted
      average expected lives
                
                Six
      months
                
                
                Six
      monthsRisk-free
      rate
                
                
                0.20
                %
                
                
                0.26
                %Expected
      volatility
                
                
                30.7
                %
                
                
                34.4
                %Dividend
      yield
                
                
                0.0
                %
                
                
                0.0
                %





Expected volatility is based
on the historical volatility of the market price of the Company’s stock. The
expected lives of options granted are based on analyses of historical employee
termination rates and option exercises. The risk-free interest rates are based
on the expected option lives and the correspondingU.S.treasury yields in effect at
the time of grant. The fair value for ESPP rights includes the option exercise
price discount from market value provided for under the
ESPP.





During the three months ended
September 30, 2010 and 2009, the Company recorded $34,000 and $106,000,
respectively, of compensation expense related to options and ESPP rights and
received cash from the exercise of options, warrantsand ESPP rights of
$933,000 and $167,000 for the three months
ended September 30, 2010 and 2009, respectively, for which the Company issued
new shares of common stock.  During the nine months ended September
30, 2010 and 2009, the Company recorded $224,000 and $308,000, respectively, of
compensation expense related to options and ESPP rights and received cash from
the exercise of options and ESPP rights of $1.2million forboththe nine months ended
September 30, 2010 and 2009, for which the Company issued new shares of common
stock.








4.
            Comprehensive
      Income





The Company’s comprehensive
net income is equal to its net income for all periods
presented.
  12





5.
            Inventory





Inventory consists of the
following:





September
      30,
                2010
              
              
              December
      31,
                2009(in
      thousands)InventoryRaw
      materials
              
              $
              1,013
              
              
              $
              606Finished
      goods
              
              
              3,081
              
              
              
              2,102Total
      inventory, net
              
              $
              4,094
              
              
              $
              2,708




6.
            Goodwill and
      Other Intangible Assets





The change in the carrying
amount of goodwill at September 30, 2010 is as
follows:





Amount(in
      thousands)Balance
      at December 31, 2009
                
                $
                37,757WedSnap
      goodwill adjustment, escrow settlement
                
                
                (7
                )Balance
      at September 30, 2010
                
                $
                37,750





Other intangible assets
consisted of the following:





September
      30, 2010
                
                
                December
      31, 2009Gross
                  Carrying
                  Amount
                
                
                Accumulated
      Amortization
                
                
                Net
      Cost
                
                
                Gross
                  Carrying
                  Amount
                
                
                Accumulated
      Amortization
                
                
                Net
      Cost(in
      thousands)Indefinite
      lived intangible assets:Tradenames
                
                $
                6,995
                
                
                $
                -
                
                
                $
                6,995
                
                
                $
                6,995
                
                
                $
                -
                
                
                $
                6,995URLs
                
                
                77
                
                
                
                -
                
                
                
                77
                
                
                
                64
                
                
                
                -
                
                
                
                64Subtotal
      indefinite lived intangible assets
                
                
                7,072
                
                
                
                -
                
                
                
                7,072
                
                
                
                7,059
                
                
                
                -
                
                
                
                7,059Definite
      lived intangible assets:Customer
      and advertiser relationships
                
                
                4,780
                
                
                
                (4,457
                )
                
                
                323
                
                
                
                4,780
                
                
                
                (4,029
                )
                
                
                751Developed
      technology and patents
                
                
                10,265
                
                
                
                (8,791
                )
                
                
                1,474
                
                
                
                10,230
                
                
                
                (7,904
                )
                
                
                2,326Trademarks
      and tradenames
                
                
                129
                
                
                
                (127
                )
                
                
                2
                
                
                
                129
                
                
                
                (122
                )
                
                
                7Service
      contracts and other
                
                
                1,402
                
                
                
                (1,295
                )
                
                
                107
                
                
                
                1,402
                
                
                
                (1,204
                )
                
                
                198Subtotal
      definite lived intangible assets
                
                
                16,576
                
                
                
                (14,670
                )
                
                
                1,906
                
                
                
                16,541
                
                
                
                (13,259
                )
                
                
                3,282Total
      intangible assets
                
                $
                23,648
                
                
                $
                (14,670
                )
                
                $
                8,978
                
                
                $
                23,600
                
                
                $
                (13,259
                )
                
                $
                10,341


13


Definite lived intangible
assets are amortized over their estimated useful lives as
follows:





Customer
      and advertiser relationships
            2
      to 10 yearsDeveloped
      technology and patents
            5
      yearsTrademarks
      and tradenames
            3
      to 5 yearsService
      contracts and other
            1
      to 7 years





Amortization expense was
$369,000 and $1.4 million for the three months ended September 30, 2010 and
2009, and $1.4 million and $3.8 million for the nine months ended September 30,
2010 and 2009, respectively. Estimated annual amortization expense is $1.8
million in 2010, $984,000 in 2011, $187,000 in 2012, $187,000 in 2013, $60,000
in 2014 and $83,000, thereafter.




7.
            Commitments
      and Contingencies




As described in the Company’s
Quarterly Report on Form 10-Q filed with the SEC on August 9, 2010, the Company
is a defendant in a complaint pending in theUnited StatesDistrict Court for the
Northern District of California captioned Balthaser Online, Inc. v.Art Star Design
LLCet
al.On September 2, 2010, the
defendants filed a motion for summary judgment.  On October 19, 2010,
the court denied the motion, without prejudice to re-file.The Company intends to
vigorously defend against the claims assertedby the plaintiffand pursue its
counter-claims.





As of September 30, 2010, the
Company was engaged in other legal actions arising in the ordinary course of
business and believes that the ultimate outcome of these actions will not have a
material effect on its results of operations, financial position or cash
flows.




8.
            Income
      Taxes





As of December 31, 2009, the
Company had approximately $4.3 million in unrecognized tax benefits related to
certain acquired net operating loss carryforwards of WeddingChannel arising from
a tax position taken in the 2006 income tax filings related to losses associated
with the dissolution of a subsidiary. This amount has been netted against the
related deferred tax assets and, if recognized, would be reported as a reduction
of income tax expense. However, a portion of these unrecognized tax benefits
could be subject to a valuation allowance if and when recognized in a future
period. The Company had excess tax benefits of$374,000related to the vesting of
restricted stock for the nine months ended September 30,
2010.





The Company is subject to
taxation in theUnited Statesand various state and local
jurisdictions. In December 2007, the Internal Revenue Service completed its
audit of the Company’s 2005U.S.federal tax return with no
adjustment. On June 17, 2009 the Company received notification that itsNew
YorkStatefranchise tax returns would
be audited for the year ended December 31, 2005. As of September 30, 2010, none
of the Company’s other tax returns have been examined by any income taxing
authority. As a result of the ongoing use of tax loss carryforwards, all of the
Company’sU.S.federal tax returns from
1998 through 2004 and 2006, its more significant state and local returns, as
well as all tax returns of WeddingChannel remain subject to
examination.
  14




9.
            Earnings
      Per Share





Basic earnings per share is
computed by dividing net income by the weighted average number of common shares
outstanding during the period. Diluted earnings per share adjusts basic earnings
per share for the effects of stock options, restricted common stock, warrants
and other potentially dilutive financial instruments, only in the periods in
which the effects are dilutive.





The following is a
reconciliation of the weighted-average shares outstanding and calculation of
basic and diluted earnings per share:





Three
      Months
                
                
                Nine
      MonthsEnded
      September 30,
                
                
                Ended
      September 30,2010
                
                
                2009
                
                
                2010
                
                
                2009(in
      thousands, except for per share data)Net
      income
                
                $
                1,099
                
                
                $
                771
                
                
                $
                2,140
                
                
                $
                1,174Total weighted-average basic shares
                
                
                32,934
                
                
                
                32,162
                
                
                
                32,637
                
                
                
                32,045Dilutive securities:Restricted
      stock
                
                
                449
                
                
                
                508
                
                
                
                479
                
                
                
                292Employee
      Stock Purchase Plan
                
                
                22
                
                
                
                12
                
                
                
                21
                
                
                
                16Options/warrants
                
                
                237
                
                
                
                679
                
                
                
                452
                
                
                
                686Total weighted-average diluted shares
                
                
                33,642
                
                
                
                33,361
                
                
                
                33,589
                
                
                
                33,039Net
      earnings per share:Basic
                
                $
                0.03
                
                
                $
                0.02
                
                
                $
                0.07
                
                
                $
                0.04Diluted
                
                $
                0.03
                
                
                $
                0.02
                
                
                $
                0.06
                
                
                $
                0.04





The calculation of earnings
per share excludes a weighted average number of stock options and restricted
stock of 161,417 and 161,491 for the three and nine months ended September
30, 2010, respectively, and 165,812 and 258,100 for the three and nine months
ended September 30, 2009, respectively, because to include them in the
calculation would be antidilutive.





10.
            Stock
      Repurchase Program





On February 22, 2010, the
Company announced that its Board of Directors had authorized the repurchase of
up to $50.0 million of the Company’s common stock from time to time on the open
market or in privately negotiated transactions. The timing and amount of any
shares repurchased will be determined by the Company’s management based on its
evaluation of market conditions and other factors. The repurchase program may be
suspended or discontinued at any time. The repurchase program will be funded
using the Company’s working capital.





During the three months and
nine months ended September 30, 2010, the Company did not repurchase any shares
under this program.





11.
            New
      Registry Agreement-Macy’s





As of June 1, 1999, the
Company’s subsidiary WeddingChannel.com, Inc. and Federated Department Stores,
Inc., now known as Macy’s, Inc., entered into a registry agreement (the “Old
Registry Agreement”). The Old Registry Agreement, as amended and supplemented,
provided that WeddingChannel.com was responsible for the operation and
maintenance of the website from which all bridal registries for the department
stores owned by Macy’s could be accessed. WeddingChannel.com received a
commission from the sale of Macy’s merchandise through this
website.
  15





On January 11, 2010,
WeddingChannel.com and Macy’s entered into an agreement to terminate the Old
Registry Agreement (the “Termination Agreement”), which had been scheduled to
expire in January 2011, and entered into a new registry agreement (the “New
Registry Agreement”). The initial term of the New Registry Agreement is three
years from the last launch date of the new Macy’s and Bloomingdale’s online
registry platforms, followed by an automatic renewal term of two additional
years (subject to either party’s election not to renew with 90 days notice
before the expiration of the initial term). Under the New Registry Agreement,
WeddingChannel.com no longer hosts and manages the registry websites for Macy’s
and Bloomingdale’s. Instead, the New Registry Agreement is similar to contracts
that WeddingChannel.com has with its other retail partners, whereby the Company
only receive a commission for purchases originating from its websites. The Old
Registry Agreement terminated after a transition period to fully implement the
launch of the new Macy’s and Bloomingdale’s online registry platforms under the
New Registry Agreement, which began in February 2010. Under the Termination
Agreement, Macy’s has agreed to spend $3,000,000 between February 1, 2010 and
January 31, 2011 for advertising and sponsorship programs with the Company
designed to promote the new Macy’s and Bloomingdale’s online registry
platforms.  Pursuant to the Termination Agreement, Macy’s paid
WeddingChannel.com $1,000,000 in February 2010 as a premium for agreeing to the
early termination of the Old Registry Agreement. The impact of the New Registry
Agreement on the Company’s 2010 results depends on multiple factors that cannot
be reasonably predicted at this time. However, the Company believes that it is
unlikely to generate the same level of revenue from the Macy’s relationship in
2010 as it did in 2009, primarily because it will no longer receive commissions
on 100% of Macy’s and Bloomingdale’s online registry
transactions.





12.
            Subsequent
      Events





The Company has evaluated
subsequent events up through the date the financial statements were issued,
and determined there were no subsequent events to report as of that
date.
  16





ITEM 2. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations





You should read the following
discussion and analysis of our financial condition and results of
operations in conjunction with our condensed consolidated financial
statements and related notes included elsewhere in this
report.





Overview





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





In order to sustain growth
within the customer groups we serve, we focus on our key growth strategy, which
is to expand our position as a leading lifestage media company providing
comprehensive information, services and products to couples from engagement
through pregnancy on multiple platforms that remain relevant to the changing
media landscape. To that end we are focused on the following
objectives:





·
              Upgrade our technology to
      increase our operational efficiency so that we can access a greater market
      share of advertising dollars and commerce revenue in the weddings portion
      of our business. We developed a new content management system
      that allows us to more efficiently maintain and organize information on
      our websites. Our new contract entry system and surrounding support
      applications have enabled us to implement greater pricing flexibility in
      all of our local markets, which we believe will allow us to expand our
      local vendor base, as well as achieve operational efficiencies, providing
      additional time for our local sales force to pursue new accounts. In
      addition to the new contract entry system, we have completed the process
      of converting our existing local art management application off of our
      legacy AS/400 system. In January 2010 we launched a self-service platform
      that will allow local vendors to automatically select their advertising
      programs. We anticipate launching an auction-based platform for selling
      featured vendor positions in the local areas on our websites. We are
      working to enhance the functionality of our patented gift registry
      application to encompass a wide selection of items and retailers. To this
      end, we believe our recently launched Gift Registry 360, a universal gift
      registry platform, improves the ability of our users to seamlessly add
      items from multiple retailers to their registry lists and complete
      transactions. We expect that these new programs will allow us to more
      effectively scale our local and registry business and drive further growth
      for local online and registry
revenue.





·
              Increase awareness of our
      brands and products.  We believe that we have generally
      excelled at marketing to our consumers with compelling brands, engaging
      content and products and a highly successful consumer public relations
      program, but we have not aggressively marketed our media offerings to
      advertisers. Accordingly, in 2008, we established a new marketing team to
      develop trade marketing programs and supporting research aimed at the
      local vendor community and national advertising marketplace as a
      foundation to drive further national and local advertising revenue growth.
      This team will also be involved in launching programs to increase registry
      searches and transactions from which we would derive commission revenue,
      as well as to increase revenue of our wedding supplies business through
      opportunistic acquisitions and improved conversion of our members to
      customers of our online stores.  In 2010 we are increasing the
      publication frequency of The Knot Weddings
      national magazine from semi-annually to quarterly.  We are also
      increasing the publication frequency of The Bump local market
      guides from annually to
semi-annually




·
              Expand our brands
      internationally.  We are focused on identifying
      opportunities in large international markets where we can use our brand
      recognition and editorial authority on the key lifestages of engagement,
      newlywed and first-time pregnancy to drive further growth. In 2009 we
      established a software development center in Guangzhou, China for the
      purposes of increasing technology development productivity without
      materially growing technology costs. The software development center will
      also serve as a development resource for expanding our business in China.
      With a large number of weddings and an affinity for western styles, we
      believe there is a substantial opportunity to serve Chinese couples with
      information and services about western-style weddings, through the office
      we opened in Beijing. In addition, we established an exclusive licensing
      arrangement for our brands in Australia in 2009.  To date, no
      revenue has been generated by our operations in China nor do we anticipate
      a material revenue contribution in 2010.  We expect to spend
      approximately $1.8 million in connection with our media operations in
      China.


17


We believe the growth
strategies outlined above will allow us to continue to increase consumer market
share and deliver strong returns on our investments.





Competition





The
Internet advertising and online markets in which our brands operate are rapidly
evolving and intensely competitive, and we expect competition to intensify in
the future. There are many wedding-related and baby related sites on the
Internet, which are developed and maintained by online content providers. New
media platforms such as blogs are proliferating rapidly. Retail stores,
manufacturers, wedding magazines and regional wedding directories also have
online sites that compete with us for online advertising and merchandise
revenue. We expect competition to increase because of the business opportunities
presented by the growth of the Internet and e-commerce. Competition may also
intensify as a result of industry consolidation and a lack of substantial
barriers to entry in our market.





In the
wedding market, we also face competition for our services from bridal magazines.
Bride’s magazine,
published by Condé Nast, Bridal Guide, and Martha Stewart Weddings are
dominant bridal publications in terms of revenue and circulation. We believe
that the principal competitive factors in the wedding market are brand
recognition, convenience, ease of use, information, quality of service and
products, member affinity and loyalty, reliability and selection. As to these
factors, we believe that we compete favorably. Our dedicated editorial, sales
and product staffs concentrate their efforts on producing the most comprehensive
wedding resources available.





Generally,
many of our current and potential competitors have longer operating histories,
significantly greater financial, technical and marketing resources and high name
recognition. Therefore, these competitors have a significant ability to attract
advertisers and users. In addition, many independent or start-up competitors may
be able to respond more quickly than we can to new or emerging technologies and
changes in Internet user requirements, and other competitors may be able to
devote greater resources than we do 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 developed
by us 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, reduced margins or loss of market share, any of which would
materially and adversely affect our business, results of operations and
financial condition.




Third Quarter
2010





During the third quarter of
2010, our net revenue decreased and our net income increased compared to the
same period in 2009. The highlights of the third quarter of 2010
were:





·
              Total
      net revenue decreased 3.2% to $27.3 million over the corresponding 2009
      period.  This decrease was driven by decreased registry services
      revenue and merchandise revenue offset by increases in national and local
      online advertising and publishing.  We anticipate that our total
      net revenue for the fourth quarter of 2010 revenue will approximate the
      amount for the third quarter.





·
              National
      online advertising revenue increased 5.8% to $5.8 million over the
      corresponding 2009 period. We were expecting the increase to be
      around 10%.  However, the launches of some of our advertisers’
      campaigns were delayed to the fourth quarter of this year.  As a
      result, we are anticipating over 20% growth in the fourth quarter of 2010
      compared to the same period in 2009 based upon the campaigns already
      booked.  For the full year of 2010, we are anticipating growth
      of 16% for national online advertising compared to
  2009.




·
              Local
      online advertising revenue increased 3.0% to $8.9 million over the
      corresponding 2009 period.




·
              Merchandise
      revenue decreased 5.1% to $7.1 million over the corresponding 2009 period
      primarily due to lower traffic and conversion at the e-commerce company we
      acquired in May 2009 and the WeddingChannel
  Shop.




·
              Publishing
      and other revenue increased 5.0% to $3.3 million over the corresponding
      2009 period primarily due to increased revenue in our national magazine
      publication.




·
              Registry
      services revenue decreased by 36.3% to $2.2 million primarily due to the
      change in our registry relationship with
Macy’s.




18




·
              We
      had operating income of $1.8 million compared to $1.6 million in the prior
      year’s quarter. The year-over-year increase in operating income was
      primarily driven by higher revenue and gross profit from online
      sponsorship and advertising, publishing and other revenue.  The
      increase in operating income was also due to lower depreciation and
      amortization expense.  We had impairment charges in the fourth
      quarter of 2009 that led to intangible asset write-downs which resulted in
      lower intangible asset amortization.  We also had several assets
      that became fully depreciated at the end of 2009 and lower purchases of
      fixed assets in 2009 and 2010.  The increase in operating income
      was partially offset by higher operating expenses associated with our
      initiatives in Asia.  For
      the nine months ended September 30, 2010, we spent $1.0 million on The
      Knot China and we anticipate that total expenditures for the year ended
      December 31, 2010 will be $1.8 million.We anticipate that
      operating expenses for the second half of the year will increase between
      8% and 10% from our operating expenses excluding impairment charges of
      $39.4 million in the second half of 2009.  We had net income for
      the three months ended September 30, 2010 of $1.1 million, or $0.03 per
      basic and per diluted share compared to net income of $771,000, or $0.02
      per basic and per diluted share for the three months ended September 30,
      2009.




·
              At
      September 30, 2010, we had total cash and cash equivalents of $135.9
      million.  At the end of the second quarter, we exercised our
      right to receive cash from UBS for the $9.6 million of remaining auction
      rate securities.  We received the $9.6 million on July 1,
      2010.




·
              At
      September 30, 2010, we had no
debt.





Results of
Operations





Three Months Ended September
30, 2010 Compared to Three Months Ended September 30,
2009





The following table
summarizes results of operations for the three months ended September 30, 2010
compared to the three months ended September 30, 2009:





Three
      Months Ended September 30,2010
                
                
                2009Amount
                
                
                %
      of Net
                  Revenue
                
                
                Amount
                
                
                %
      of Net
                  Revenue(in
      thousands, except for per share data)Net
      revenue
                
                $
                27,282
                
                
                
                100.0
                %
                
                $
                28,173
                
                
                
                100.0
                %Cost
      of revenue
                
                
                5,441
                
                
                
                19.9
                
                
                
                6,179
                
                
                
                21.9Gross
      profit
                
                
                21,841
                
                
                
                80.1
                
                
                
                21,994
                
                
                
                78.1Operating
      expenses
                
                
                20,008
                
                
                
                73.3
                
                
                
                20,401
                
                
                
                72.4Income
      from operations
                
                
                1,833
                
                
                
                6.8
                
                
                
                1,593
                
                
                
                5.7Loss
      in equity interest
                
                
                (63
                )
                
                
                (0.3
                )
                
                
                (19
                )
                
                
                (0.1
                )Interest
      and other income, net
                
                
                21
                
                
                
                0.1
                
                
                
                93
                
                
                
                0.3Income
      before income taxes
                
                
                1,791
                
                
                
                6.6
                
                
                
                1,667
                
                
                
                5.9Provision
      for income taxes
                
                
                692
                
                
                
                2.6
                
                
                
                896
                
                
                
                3.2Net
      income
                
                $
                1,099
                
                
                
                4.0
                %
                
                $
                771
                
                
                
                2.7
                %Net
      earnings per share:Basic
                
                $
                0.03
                
                
                
                
                
                
                $
                0.02Diluted
                
                $
                0.03
                
                
                
                
                
                
                $
                0.02


19


Net
Revenue





Net revenue decreased to
$27.3million for the three months
ended September 30, 2010, from $28.2 million for the three months ended
September 30, 2009.  The following table sets forth revenue by
category for the three months ended September 30, 2010 compared to the three
months ended September 30, 2009, the percentage increase or decrease between
those periods, and the percentage of total net revenue that each category
represented for those periods:





Three
      Months Ended September 30,Net
      Revenue
              
              
              Percentage
      Increase/
              
              
              Percentage
      of
                Total
      Net Revenue2010
              
              
              2009
              
              
              (Decrease)
              
              
              2010
              
              
              2009(in
      thousands)National
      online sponsorship and advertising
              
              $
              5,753
              
              
              $
              5,436
              
              
              
              5.8
              %
              
              
              21.1
              %
              
              
              19.3
              %Local
      online sponsorship and advertising
              
              
              8,948
              
              
              
              8,686
              
              
              
              3.0
              
              
              
              32.8
              
              
              
              30.8Total
      online sponsorship and advertising
              
              
              14,701
              
              
              
              14,122
              
              
              
              4.1
              
              
              
              53.9
              
              
              
              50.1Registry
      services
              
              
              2,196
              
              
              
              3,445
              
              
              
              (36.3
              )
              
              
              8.0
              
              
              
              12.2Merchandise
              
              
              7,083
              
              
              
              7,462
              
              
              
              (5.1
              )
              
              
              26.0
              
              
              
              26.5Publishing
      and other
              
              
              3,302
              
              
              
              3,144
              
              
              
              5.0
              
              
              
              12.1
              
              
              
              11.2Total
      net revenue
              
              $
              27,282
              
              
              $
              28,173
              
              
              
              (3.2
              )%
              
              
              100.0
              %
              
              
              100.0
              %





Online
sponsorship and advertising- The increase of 4.1% was
driven by increased revenue from both national and local advertising
programs.  National online sponsorship and advertising revenue
increased 5.8%, driven by new and repeat advertisers to our network
of websites.  A key driver in this increase was our registry
agreement with Macy’s.  Under the terms of the termination of the old
Macy’s registry contract Macy’s agreed to spend $3.0 million between February 1,
2010 and January 31, 2011 for advertising and sponsorship programs with us,
designed to promote the new Macy’s and Bloomingdale’s online registry
platforms.  Local online sponsorship and advertising revenue increased
3.0%, driven by an increased number of local vendors advertising with us on our
network of websites.  As of September 30, 2010, we had over 17,000
local vendors who display over 21,000 profiles compared to over 16,000 vendors
who displayed over 19,000 profiles as of September 30,
2009.





Registry
services– The
decrease of 36.3% was driven by lower commissions from Macy’s.  On
January 11, 2010, we signed an agreement to terminate the old registry agreement
with Macy’s. The original contract was scheduled to expire in January
2011.   Additionally, we entered into a new contract with Macy’s
for registry services that commenced on February 1, 2010.  Under the
old contract, WeddingChannel hosted and processed all of Macy’s registry
transactions regardless of whether the transactions originated on Macy’s website
or WeddingChannel’s website and received commission on 100% of registry
sales.  Under the new contract, WeddingChannel's registry relationship
with Macy’s is now similar to our other retail partners, and WeddingChannel
receives a commission for registry purchases originating from the WeddingChannel
and other The Knot affiliate websites. This resulted in lower commissions from
Macy’s.   This decrease was partially offset by increased
registry commissions from our new and historic registry retail
partners.  The impact of the new registry agreement with Macy’s on our
full-year 2010 results depends on multiple factors that cannot be reasonably
predicted at this time. However, we believe that we are unlikely to generate the
same level of revenue from the Macy’s relationship in 2010 as we did in 2009,
primarily because we will no longer receive commissions on 100% of Macy’s and
Bloomingdale’s online registry transactions.





Merchandise– The decrease of 5.1% was
driven by lower revenue from the e-commerce company we acquired in May 2009 and
the WeddingChannel Shop.  The decrease in revenue from the recently
acquired e-commerce company was driven by declines in traffic to the
site.  The decrease in the WeddingChannel Shop was caused by the
decline in visitor traffic due primarily to the change in the Macy’s registry
relationship which reduced visitor traffic to the WeddingChannel
website.





Publishing
and other– The
increase of5.0% was driven by increased
adverting and newsstand revenues from our national publication due to increased
advertising revenue.
  20





Gross Profit/Gross
Margin





Gross margin increased
2.0% to 80.1%, compared to 78.1% in
2009.  The following table presents the components of gross profit and
gross margin for the three months ended September 30, 2010 compared to the three
months ended September 30, 2009:





Three
      Months Ended September 30,2010
                
                
                2009
                
                
                Increase/(Decrease)Gross
                  Profit
                
                Gross
                  Margin
      %
                
                
                Gross
                  Profit
                
                
                Gross
                  Margin
      %
                
                
                Gross
                  Profit
                
                
                Gross
                  Margin
      %(in
      thousands)Online
      sponsorship andadvertising
      (national &local)
                
                $
                14,331
                
                
                
                97.5
                %
                
                $
                13,278
                
                
                
                94.0
                %
                
                $
                1,053
                
                
                
                3.5
                %Registry
                
                
                2,196
                
                
                
                100.0
                
                
                
                3,445
                
                
                
                100.0
                
                
                
                (1,249
                )
                
                
                -Merchandise
                
                
                3,346
                
                
                
                47.2
                
                
                
                3,400
                
                
                
                45.6
                
                
                
                (54
                )
                
                
                1.6Publishing
      and other
                
                
                1,968
                
                
                
                59.6
                
                
                
                1,871
                
                
                
                59.5
                
                
                
                97
                
                
                
                0.1Total
      gross profit
                
                $
                21,841
                
                
                
                80.1
                %
                
                $
                21,994
                
                
                
                78.1
                %
                
                $
                (153
                )
                
                
                2.0
                %


The increase in gross margin
was primarily driven by increased gross margin for online sponsorship and
advertising, merchandise and publishing and other.  The increase in
online sponsorship and advertising margin was driven by higher advertiser
revenue.  The increase in the merchandise margins was driven by
improved product and shipping margins from the e-commerce company we acquired in
May 2009. The increase in publishing and other gross margin was due to an
increase in advertising pages sold as well as increased newsstand revenue from
our national magazine.  Overall the gross margin improvement was
partially offset by reduced registry revenue.





Operating
Expenses





Operating expenses decreased1.9% to $20.0 million, compared
to $20.4 million in 2009, driven by lower depreciation and amortization expense
due to intangible asset impairment charges in the fourth quarter of
2009.   This decrease was offset by incremental operating
expenses related to our acquisition and expansion activities in 2009, as well as
increased sales and marketing costs to enhance awareness of our brand and
products.  As a percentage of net revenue, operating expenses were
73.3% and 72.4% during 2010 and
2009, respectively.





The following table presents
the components of operating expenses and the percentage of revenue that each
component represented for the three months ended September 30, 2010 compared to
the three months ended September 30, 2009:





Three
      Months Ended September 30,Operating
      Expenses
                
                
                Percentage
      Increase/
                
                
                Percentage
      of
                  Total
      Net Revenue2010
                
                
                2009
                
                
                (Decrease)
                
                
                2010
                
                
                2009(in
      thousands)Product
      and content development
                
                $
                5,526
                
                
                $
                5,010
                
                
                
                10.3
                %
                
                
                20.2
                %
                
                
                17.8
                %Sales
      and marketing
                
                
                8,483
                
                
                
                8,116
                
                
                
                4.5
                
                
                
                31.1
                
                
                
                28.8General
      and administrative
                
                
                4,792
                
                
                
                4,786
                
                
                
                0.1
                
                
                
                17.6
                
                
                
                17.0Depreciation
      and amortization
                
                
                1,207
                
                
                
                2,489
                
                
                
                (51.5
                )
                
                
                4.4
                
                
                
                8.8Total
      operating expenses
                
                $
                20,008
                
                
                $
                20,401
                
                
                
                (1.9
                )%
                
                
                73.3
                %
                
                
                72.4
                %


21


Product
and Content Development –The increase of
10.3% was primarily due to
incremental operating expenses associated with the software development center
we opened inGuangzhou,Chinain May 2009 and the opening
of ourBeijing,Chinaoffice.  The
expensesare primarily personnel and
occupancy related.





Sales and
Marketing –The
increase of 4.5% was primarily due to increased advertising and promotional
initiatives to continue to raise awareness of our brands and products within the
local vendor community and national advertising marketplace, to develop programs
designed to promote registry searches from which we derive commission revenue
and to improve the conversion rate of our membership base to customers of our
e-commerce business.  Also included is increased headcount to support
those initiatives.





General
and Administrative –Expenses were flat compared
to prior year.  We had increased expenses in connection with our
international expansion.  We opened an office inBeijing,Chinaduring the first quarter of
2010.  We established a reserve for a potential withholding tax
obligation in the state ofNew York.  We also had
increased employee compensationandtemporary staff costs to
support our growth initiatives.  These increases were partially offset
by a decrease in stock compensation expense and lower bad debt
expense.  The decrease in bad debt was due to lower specific customer
reserves in 2010 compared to 2009.





Depreciation
and Amortization–The decrease of 51.5% was primarily due to impairment charges in the fourth
quarter of 2009 that led to intangible asset write-downs.  We also had
several assets that became fully depreciated at the end of 2009 and lower
purchases of fixed assets in 2009 and 2010.





Interest and Other
Income





Interest and other income,
net was $21,000 for the three months ended September 30, 2010 as compared to
$93,000 for three months ended September 30, 2009. The decrease was due
primarily to the impact of lower interest rates on our entire portfolio of
cash, commercial paper, treasuries as well as a reduction in our auction rate
securities portfolio which typically earned a slightly higher rate of interest
than our other investments.  In November 2008 auction rate securities
rights were issued to us by UBS.  The rights allowed us to sellourauction rate securities
portfolio back to UBS at par, on June 30, 2010.  We periodically
redeemed portions of these investments from 2008 to 2010.  On June 30,
2010 we exercised the right, thus redeeming all remaining auction rate
securities held by us on June 30, 2010.




Loss in Equity
Interest





Loss in equity interest for
the three months ended September 30, 2010 and 2009 was $63,000 and $19,000,
respectively.  The entity in which we have an equity interest was
formed in July 2009.  Operations at the entity had just commenced in
the third quarter of 2009.  Our equity loss for the three months ended
September 30, 2010 represents our 50% share of the operating loss associated
with incremental growth of the entity’s business.





Provision for Income
Taxes





The effective tax rate for
the three months ended September 30, 2010, was approximately38.6% as compared to 53.7% for
the three months ended September 30, 2009.
  22





Nine Months Ended September
30, 2010 Compared to Nine Months Ended September 30,
2009





The following table
summarizes results of operations for the nine months ended September 30, 2010
compared to the nine months ended September 30, 2009:





Nine
      Months Ended September 30,2010
              
              
              2009Amount
              
              
              %
      of Net Revenue
              
              
              Amount
              
              
              %
      of Net Revenue(in
      thousands, except for per share data)Net
      revenue
              
              $
              85,354
              
              
              
              100.0
              %
              
              $
              81,361
              
              
              
              100.0
              %Cost
      of revenue
              
              
              18,404
              
              
              
              21.6
              
              
              
              17,313
              
              
              
              21.3Gross
      profit
              
              
              66,950
              
              
              
              78.4
              
              
              
              64,048
              
              
              
              78.7Operating
      expenses
              
              
              63,026
              
              
              
              73.8
              
              
              
              61,697
              
              
              
              75.8Income
      from operations
              
              
              3,924
              
              
              
              4.6
              
              
              
              2,351
              
              
              
              2.9Loss
      in equity interest
              
              
              (275
              )
              
              
              (0.3
              )
              
              
              (19
              )
              
              
              -Interest
      and other income, net
              
              
              106
              
              
              
              0.1
              
              
              
              613
              
              
              
              0.8Income
      before income taxes
              
              
              3,755
              
              
              
              4.4
              
              
              
              2,945
              
              
              
              3.7Benefit
      for income taxes
              
              
              1,615
              
              
              
              1.9
              
              
              
              1,771
              
              
              
              2.3Net
      income
              
              $
              2,140
              
              
              
              2.5
              %
              
              $
              1,174
              
              
              
              1.4
              %Net
      earnings per share:Basic
              
              $
              0.07
              
              
              
              
              
              
              $
              0.04Diluted
              
              $
              0.06
              
              
              
              
              
              
              $
              0.04


23





Net
Revenue





Net revenue increased to
$85.4million for the nine months
ended September 30, 2010, from $81.4 million for the nine months ended September
30, 2009.  The following table sets forth revenue by category for the
nine months ended September 30, 2010 compared to the nine months ended September
30, 2009, the percentage increase or decrease between those periods, and the
percentage of total net revenue that each category represented for those
periods:





Nine
      Months Ended September 30,Net
      Revenue
                
                
                Percentage
      Increase/
                
                
                Percentage
      of
                  Total
      Net Revenue2010
                
                
                2009
                
                
                (Decrease)
                
                
                2010
                
                
                2009(in
      thousands)National
      online sponsorship and advertising
                
                $
                17,456
                
                
                $
                15,250
                
                
                
                14.5
                %
                
                
                20.4
                %
                
                
                18.7
                %Local
      online sponsorship and advertising
                
                
                26,690
                
                
                
                25,912
                
                
                
                3.0
                
                
                
                31.3
                
                
                
                31.9Total
      online sponsorship and advertising
                
                
                44,146
                
                
                
                41,162
                
                
                
                7.2
                
                
                
                51.7
                
                
                
                50.6Registry
      services
                
                
                5,851
                
                
                
                8,144
                
                
                
                (28.2
                )
                
                
                6.9
                
                
                
                10.0Merchandise
                
                
                22,443
                
                
                
                20,737
                
                
                
                8.2
                
                
                
                26.3
                
                
                
                25.5Publishing
      and other
                
                
                12,914
                
                
                
                11,318
                
                
                
                14.1
                
                
                
                15.1
                
                
                
                13.9Total
      net revenue
                
                $
                85,354
                
                
                $
                81,361
                
                
                
                4.9
                %
                
                
                100.0
                %
                
                
                100.0
                %


Online
sponsorship and advertising– The increase of 7.2% was
driven by increased revenue from both national and local advertising
programs.  National online sponsorship and advertising revenue
increased 14.5%, driven by new and repeat advertisers to our network
of websites.  A key driver in this increase was our registry
agreement with Macy’s.  Under the terms of the termination of the old
Macy’s registry contract Macy’s agreed to spend $3.0 million between February 1,
2010 and January 31, 2011 for advertising and sponsorship programs with us,
designed to promote the new Macy’s and Bloomingdale’s online registry
platforms.  Local online sponsorship and advertising revenue increased
3.0%, driven by an increased number of local vendors advertising with us on our
network of websites.  As of September 30, 2010, we had over 17,000
local vendors who display over 21,000 profiles compared to over 16,000 vendors
who displayed over 19,000 profiles as of September 30,
2009.





Registry
services– The
decrease of 28.2% was driven by lower commissions from Macy’s.  On
January 11, 2010, we signed an agreement to terminate the old registry agreement
with Macy’s. The original contract was scheduled to expire in January
2011.   Additionally, we entered into a new contract with Macy’s
for registry services that commenced on February 1, 2010.  Under the
old contract, WeddingChannel hosted and processed all of Macy’s registry
transactions regardless of whether the transactions originated on Macy’s website
or WeddingChannel’s website and received commission on 100% of registry
sales.  Under the new contract, WeddingChannel's registry relationship
with Macy’s is now similar to our other retail partners, and WeddingChannel
receives a commission for registry purchases originating from the WeddingChannel
and other The Knot affiliate websites. This resulted in lower commissions from
Macy’s.   This decrease was partially offset by increased
registry commissions from our new and historic registry retail
partners.  The impact of the new registry agreement with Macy’s on our
full-year 2010 results depends on multiple factors that cannot be reasonably
predicted at this time. However, we believe that we are unlikely to generate the
same level of revenue from the Macy’s relationship in 2010 as we did in 2009,
primarily because we will no longer receive commissions on 100% of Macy’s and
Bloomingdale’s online registry transactions.





Merchandise– The increase of 8.2% was
driven by incremental revenue from an e-commerce company that we acquired on May
1, 2009.  The acquired company contributed $2.3 million of net revenue
during the year.  This increase was offset, in part, by declines in revenue
from the WeddingChannel Shop which were impacted by the decline in visitor
traffic due to the change in the Macy’s registry relationship which reduced
visitor traffic to the WeddingChannel website.





Publishing
and other– The
increase of14.1% was driven by increased
advertising and newsstand revenue from our national magazine.  This
increase was driven by an increase in the publication cycle from twice a year to
four times a year.  We also received a termination fee of $1.0 million
that Macy’s paid to WeddingChannel to terminate its old registry
agreement.  These increases were offset, in part, by the discontinuation ofThe Knot
Best of Weddingsmagazine that was published in the first quarter of 2009.
  24





Gross Profit/Gross
Margin





Gross margin decreased
0.3% to 78.4%, compared to 78.7% in
2009.  The following table presents the components of gross profit and
gross margin for the nine months ended September 30, 2010 compared to the nine
months ended September 30, 2009:





Nine
      Months Ended September 30,2010
              
              
              2009
              
              
              Increase/(Decrease)Gross
      Profit
              
              Gross
      Margin %
              
              
              Gross
      Profit
              
              
              Gross
      Margin %
              
              
              Gross
      Profit
              
              
              Gross
      Margin %(in
      thousands)Online
      sponsorship andadvertising
      (national &local)
              
              $
              42,862
              
              
              
              97.1
              %
              
              $
              39,087
              
              
              
              95.0
              %
              
              $
              3,775
              
              
              
              2.1
              %Registry
              
              
              5,851
              
              
              
              100.0
              
              
              
              8,144
              
              
              
              100.0
              
              
              
              (2,293
              )
              
              
              -Merchandise
              
              
              10,204
              
              
              
              45.5
              
              
              
              10,099
              
              
              
              48.7
              
              
              
              105
              
              
              
              (3.2
              )Publishing
      and other
              
              
              8,033
              
              
              
              62.2
              
              
              
              6,718
              
              
              
              59.4
              
              
              
              1,315
              
              
              
              2.8Total
      gross profit
              
              $
              66,950
              
              
              
              78.4
              %
              
              $
              64,048
              
              
              
              78.7
              %
              
              $
              2,902
              
              
              
              (0.3
              )%


The decrease in gross margin
was driven by lower gross margin for merchandise. The decrease in merchandise
margin was driven by sales promotions, product mix within the gifts category and
higher than planned personalization costs.  We also had increases in
damaged inventory.  This decrease in margin was partially offset by
increased margin in the online sponsorship and advertising and publishing and
other revenue categories. The increase in online sponsorship and advertising
margin was driven by higher advertiser revenue.  The increase in
publishing and other revenue margin was due to the registry contract termination
payment from Macy’s and increased advertising pages sold and increased newsstand
revenue from our national magazine driven by our increased circulation from
twice a year to four times and a year as well as savings in overall printing
expenses.  Overall gross margin was also negatively impacted by
reduced registry revenue.





Operating
Expenses





Operating expenses increased
2.2% to $63.0 million, compared
to $61.7 million in 2009, driven by incremental operating expenses related to
our acquisition and expansion activities in 2009, as well as increased marketing
and personnel related costs.  These increases were partially offset by
lower depreciation and amortization expense due to impairment charges in the
fourth quarter of 2009 that led to intangible asset
write-downs.   As a percentage of net revenue, operating expenses
were 73.8% and 75.8% during 2010 and
2009, respectively.
  25





The following table presents
the components of operating expenses and the percentage of revenue that each
component represented for the nine months ended September 30, 2010 compared to
the nine months ended September 30, 2009:





Nine
      Months Ended September 30,Operating
      Expenses
                
                
                Percentage
      Increase/
                
                
                Percentage
      of
                  Total
      Net Revenue2010
                
                
                2009
                
                
                (Decrease)
                
                
                2010
                
                
                2009(in
      thousands)Product
      and content development
                
                $
                16,778
                
                
                $
                15,244
                
                
                
                10.1
                %
                
                
                19.7
                %
                
                
                18.7
                %Sales
      and marketing
                
                
                26,325
                
                
                
                23,775
                
                
                
                10.7
                
                
                
                30.8
                
                
                
                29.2General
      and administrative
                
                
                15,976
                
                
                
                15,008
                
                
                
                6.4
                
                
                
                18.7
                
                
                
                18.4Depreciation
      and amortization
                
                
                3,947
                
                
                
                7,670
                
                
                
                (48.5
                )
                
                
                4.6
                
                
                
                9.5Total
      operating expenses
                
                $
                63,026
                
                
                $
                61,697
                
                
                
                2.2
                %
                
                
                73.8
                %
                
                
                75.8
                %


Product
and Content Development –The increase of
10.1% was primarily due to
incremental operating expenses associated with the software development center
we opened inGuangzhou,Chinain May 2009 and from our
acquisition of WedSnap in January 2009.  The expensesare primarily personnel and
occupancy related.





Sales and
Marketing –The
increase of 10.7% was primarily due to increased advertising and promotional
initiatives to continue to raise awareness of our brands and products within the
local vendor community and national advertising marketplace, to develop programs
designed to promote registry searches from which we derive commission revenue
and to improve the conversion rate of our membership base to customers of
e-commerce business.  We had incremental magazine fulfillment costs
associated with increasingthe frequency ofournational magazinepublication from
two to four times a year.  Our nine month expenses include costs for
one additional magazine.  Also included is increased headcount to
support our marketing initiatives.





General
and Administrative –The increase of
6.4% was primarily due to
reserves for a potential state sales tax liability related to our e-commerce
business and a potential withholding tax obligation in the state ofNew York.  We also had
increased expenses in connection with our international expansion.  We
opened an office inBeijing,Chinaduring the first quarter of
2010.  We also had increased employee compensation to support our
growth initiatives. These increases were partially offset by lower bad debt
expense.  This was due to lower specific customer reserves in 2010
compared to 2009.





Depreciation
and Amortization–The decrease of 48.5% was primarily due to impairment charges in the fourth
quarter of 2009 that led to intangible asset write-downs.  We also had
several assets that became fully depreciated at the end of 2009 and lower
purchases of fixed assets in 2009 and 2010.





Interest and Other
Income





Interest and other income,
net was $106,000 for the nine months ended September 30, 2010 compared to
$613,000 for nine months ended September 30, 2009. The decrease was due to the
impact of lower interest rates on our entire portfolio of cash, commercial
paper, treasuries as well as a reduction in our auction rate securities
portfolio, which typically earneda slightly higher rate of
interest than our other investments.  In November 2008 auction rate
securities rights were issued to us by UBS.  The rights allowed us to
sell the auction rate securities portfolio back to UBS at par, on June 30,
2010.  We periodically redeemed portions of these investments from
2008 to 2010.  On June 30, 2010 we exercised the right, thus redeeming
all remaining auction rate securities held by us on June 30,
2010.




Loss in Equity
Interest





Loss in equity interest was
$275,000 for the nine months ended September 30, 2010 compared to $19,000 for
the nine months ended September 30, 2009.  The entity in which we have
an equity interest was formed in July 2009.  Operations at the entity
had just commenced in the third quarter of 2009.  Our equity loss for
the nine months ended September 30, 2010 represents our 50% share of the
operating loss associated with incremental growth of the entity’s business.
  26





Provision for Income
Taxes





The effective tax rate for
the nine months ended September 30, 2010, was approximately 43.0% as compared to 60.1% for
the nine months ended September 30, 2009.





Liquidity and Capital
Resources





Cash
Flow





Cash and cash equivalents
consist of cash and highly liquid investments with maturities of 90 days or less
at the date of acquisition.  At September 30, 2010, we had $135.9
million in cash and cash equivalents compared to $82.9 million at September 30,
2009.





The following table sets
forth our cash flows from operating activities, investing activities and
financing activities for the periods indicated:





For
      the Nine Months Ended
                  September
      30,2010
                
                
                2009(in
      thousands)Net
      cash provided by operating activities
                
                $
                7,604
                
                
                $
                11,855Net
      cash provided by investing activities
                
                
                33,640
                
                
                
                7,887Net
      cash (used in) provided by financing activities
                
                
                (379
                )
                
                
                1,641Increase
      in cash and cash equivalents
                
                $
                40,865
                
                
                $
                21,383


Operating
Activities





Net cash provided by
operating activities was $7.6 million for the nine months ended September 30,
2010.  This was driven by our net income of $2.1millionadjusted for our non-cash
items.  Non-cash items included depreciation, amortization,
stock-based compensation, reserve for returns and other non-cash items of $10.9
million.  We had increased accounts payable and accrued expenses of
$1.7 million driven by reserves for a potential state sales tax liability
related to our e-commerce business and a potential withholding tax obligation as
well as expenses in connection with our increased publication
cycle.We had increased deferred
revenue of $1.4 million driven by advanced billings for our winter national and
local print cycles.These sources of cash were
offset by increased trade accounts receivable and receivables fromMacy’sof $5.5million and $530,000,
respectively for national and local advertising and registry
revenue.  We also had increased inventory of $1.4 million in
anticipation of higher seasonal sales of merchandise from our e-commerce
business in the second and third quarters.





Net cash provided by
operating activities was $11.9 million for the nine months ended September 30,
2009. This resulted primarily from net income for the period of $1.2 million and
depreciation, amortization, stock-based compensation, deferred income taxes and
other non cash items of $14.4 million.  These sources of cash were
offset by increased trade accounts receivable and receivables fromMacy’sof $2.6 million and
$595,000, respectively for national and local advertising and registry
revenue.  Additionally, we had increased inventory of $450,000 to
support higher seasonal merchandise sales for our e-commerce
business.
  27





Investing
Activities





Net cash provided by
investing activities was $33.6 million for the nine months ended September 30,
2010.  This resulted from $36.5 million in proceeds from the
redemptions of auctionratesecurities.  This
source of cash was offset, in part, by capitalized expenditures and purchases of
fixed assets of $2.1 million and ourcontributionof $500,000tothe entity in which we have
an equity interest.





Net cash provided by
investing activities was $7.9 million for the nine months ended September 30,
2009.  This resulted primarily from $10.0 million of proceeds related
to the maturity of U.S. Treasury bills held by us during the quarter and $6.1
million of proceeds from the redemption of long-term auction rate
securities.  These sources of cash were offset by business
acquisitions of $5.9 million, net of cash acquired, the purchase of
property and equipment of $1.8 million and our contribution of $500,000 to the
entity in which we have an equity interest.





Financing
Activities





Net cash used in financing
activities was $379,000 for the nine months ended September 30,
2010.  This was primarily due to our repurchases of common stock in
connection with the surrender of these shares by employees to satisfy tax
withholding obligationsrelated to the vesting of
restricted stock awards of $1.6 million.  This use of cash was offset
by the proceeds from the issuance of common stock in connection with the
exercise of stock options and warrants and the employee stock purchase program
of $1.2 million.





Net cash provided by
financing activities was $1.6 million for the nine months ended September 30,
2009.  This was primarily due to excess tax benefits from
stock-based awards of $892,000.  We had proceeds from the issuance of
common stock in connection with the exercise of vested stock options and through
our employee stock purchase plan of $1.2 million.These sources of cash were
partially offset by common stock repurchases of $423,000 in connection with the
surrender of restricted shares by employees to satisfy tax withholding
obligations related to the vesting of the stock
awards.





Off-Balance Sheet
Arrangements





As of September 30, 2010, we
did not have any relationships with unconsolidated entities or financial
partnerships, such as entities often referred to as structured finance or
special purpose entities, which would have been established for the purpose of
facilitating off-balance sheet arrangements or other contractually narrow or
limited purposes.





Seasonality





Seasonal and cyclical
patterns may affect our revenue. Wedding-related merchandise revenue and
registry sales generally are lower in the first and fourth quarters of each
year. As a result of these factors, we may experience fluctuations in our
revenue from quarter to quarter.





Critical Accounting
Policies





Our discussion of results of
operations and financial condition relies on our consolidated financial
statements that are prepared based on certain critical accounting policies that
require management to make judgments and estimates that are subject to varying
degrees of uncertainty.  We believe that investors need to be aware of
these policies and how they impact our financial statements as a whole, as well
as our related discussion and analysis presented herein.  While we
believe that these accounting policies are based on sound measurement criteria,
actual future events can result in outcomes that may be materially
different from these estimates or
forecasts.





The accounting policies and
related risks described in our Annual Report on Form 10-K for the year ended
December 31, 2009 are those that depend most heavily on these judgments and
estimates.  As of September 30, 2010, there have been no material
changes to any of the critical accounting policies contained
therein.





Recently Adopted Accounting
Pronouncements





The adoption of the following
accounting standards and updates did not result in a material impact to our
condensed consolidated financial statements:





On June 12, 2009, the
accounting standard relating to the transfers and servicing of financial assets
and extinguishment of liabilities was updated to require additional information
about transfers of financial assets, including securitization transactions, and
where companies have continuing exposure to the risks related to transferred
financial assets. It eliminates the concept of a “qualifying special-purpose
entity,” changes the requirements for derecognizing financial assets, and
requires additional disclosures. This standard update is effective as of January
1, 2010.





On June 12, 2009, the
accounting standard regarding the requirements of consolidation accounting for
variable interest entities was updated to require an enterprise to perform an
analysis to determine whether the entity’s variable interest or interests give
it a controlling interest in a variable interest entity. This standard update is
effective for all interim and annual reporting periods as of January 1,
2010.
  28





On January 21, 2010, the
accounting standard relating to fair value measurements was updated to require
additional new disclosures for transfers in and out of Levels 1 and 2 and
activity in Level 3.  This update also amends the standard by
requiring an entity to provide fair value measurement disclosures for each class
of assets and liabilities as well as the inputs and valuation
techniques.  This standard update is effective for all interim and
annual reporting periods on or after December 15, 2009 excluding certain
exceptions which will be effective for fiscal years beginning after December 15,
2010.





ITEM 3. Quantitative and
Qualitative Disclosures About Market Risk





Market risk represents the
risk of loss that may impact the financial position, results 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 market risk
through interest rates related to the investment of our current cash and cash
equivalents of $135.9 million as of September 30, 2010. These funds are
generally invested in highly liquid debt instruments. 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.





ITEM 4. Controls and
Procedures





The Company’s management,
including the Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of the Company’s disclosure controls and procedures, as that term
is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), as ofSeptember30, 2010. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in the reports that the
Company files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC’s
rules and forms, and to ensure that such information is accumulated and
communicated to the Company’s management, including the Chief Executive Officer
and Chief Financial Officer, as appropriate to allow timely decisions regarding
required disclosure.





There were no changes in the
Company’s internal control over financial reporting during the three months
ended September 30, 2010 identified in connection with the evaluation thereof by
the Company’s management, including the Chief Executive Officer and Chief
Financial Officer, that have materially affected, or are reasonably likely to
materially affect, the Company’s internal control over financial
reporting.





Management does not expect
that our disclosure controls and procedures or our internal control over
financial reporting will prevent or detect all error and fraud. Any control
system, no matter how well designed and operated, is based upon certain
assumptions and can provide only reasonable, not absolute, assurance that its
objectives will be met. Further, no evaluation of controls can provide absolute
assurance that misstatements due to error or fraud will not occur or that all
control issues and instances of fraud, if any, within the Company have been
detected. The Company’s disclosure controls and procedures are designed to
provide reasonable assurance of achieving their objectives and the Chief
Executive Officer and Chief Financial Officer have concluded that the disclosure
controls and procedures are effective at that reasonable assurance
level.
  29





PART II – OTHER
INFORMATION





ITEM 1.  Legal
Proceedings





As described inourQuarterly Report on Form
10-Q filed with the SEC on August 9, 2010,we area defendant in a complaint
pending in the United States District Court for the Northern District of
California captioned Balthaser Online, Inc. v. Art Star Design LLC et
al.  On September 2, 2010, the defendants filed a motion for summary
judgment.  On October 19, 2010, the court denied the motion, without
prejudice to re-file.We intendto vigorously defend against
the claims asserted by the plaintiff and pursueourcounter-claims.





We are engaged in other legal
actions arising in the ordinary course of business and believe that the ultimate
outcome of these actions will not have a material effect on our results of
operations, financial position or cash flows.





ITEM
1A.Risk
Factors





Risks that could have a
negative impact on our business, results of operations and financial condition
include without limitation, (i) our online wedding-related and other websites
may fail to generate sufficient revenue to survive over the long term, (ii) our
history of losses, (iii) inability to adjust spending quickly enough to offset
any unexpected revenue shortfall, (iv) delays or cancellations in spending by
our advertisers and sponsors, (v) the significant fluctuation to which our
quarterly revenue and operating results are subject, (vi) the seasonality of the
wedding industry, (vii) our expectation that we will generate a lower level of
revenue from the Macy’s relationship in 2010 compared to 2009, (viii) our
expectation of a decline in WeddingChannel.com membership and traffic to the
WeddingChannel.com online shop as a result of the termination of the old Macy’s
registry services agreement, (ix) the dependence of WeddingChannel.com’s
registry services business on third parties, and (x) other factors detailed in
documents we file from time to time with the SEC. A more detailed description of
each of these and other risk factors can be found under the caption “Risk
Factors” in our most recent Annual Report on Form 10-K, filed with the SEC onMarch
12, 2010. There
have been no material changes to the risk factors described in our most recent
Annual Report on Form 10-K.
  30




ITEM
2.Unregistered
Sales of Equity Securities and Use of Proceeds





Issuer Purchases of Equity
Securities





Period
                
                (a)
      Total Number of Shares Purchased
                
                
                (b)
      Average Price Paid per Share
                
                
                (
      c) Total Number of Shares Purchased as Part of Publicly Announced Plans or
      Programs
                
                
                (d)
      Approximate Dollar Value of Shares That May Yet Be Purchased Under the
      Plans or ProgramsJuly
      1 to July 31, 2010
                
                
                42,137
                
                
                $
                8.16
                
                
                
                -
                
                
                $
                50,000,000August
      1 to August 31, 2010
                
                
                3,553
                
                
                
                7.66
                
                
                
                -
                
                
                $
                50,000,000September
      1 toSeptember 30, 2010
                
                
                4,178
                
                
                
                7.93
                
                
                
                -
                
                
                $
                50,000,000Total
                
                
                49,868
                
                
                $
                8.10
                
                
                
                -


(a)
            None
      of these shares were purchased as part of publicly announced plans or
      programs.





The terms of certain awards
granted under certain of the Company’s stock incentive plans allow participants
to surrender or deliver shares of The Knot’s common stock to the Company to pay
for the exercise price of those awards or to satisfy tax withholding obligations
related to the exercise or vesting of those awards. All of the shares listed in
column (a) in the table above represent the surrender or delivery of shares to
the Company in connection with such exercise price payments or tax withholding
obligations. For purposes of this table, the “price paid per share” is
determined by reference to the closing sales price per share of The Knot’s
common stock on The Nasdaq Global Market on the date of such surrender or
delivery (or on the last date preceding such surrender or delivery for
which such reported price exists).





(c),
(d) On
February 22, 2010, the Company announced that its Board of Directors had
authorized the repurchase of up to $50.0 million of the Company’s common stock
from time to time on the open market or in privately negotiated
transactions.  The repurchase program may be suspended or discontinued
at any time, but does not have an expiration date. During the three months ended
September 30, 2010, the Company did not repurchase any shares under this
program.





ITEM
6.Exhibits





Incorporated by reference to
the Exhibit Index immediately preceding the exhibits attached to this Quarterly
Report on Form 10-Q.
  31





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.


THE
      KNOT, INC.Date:  November
      9, 2010
                By:
                /s/
      John P. MuellerJohn
      P. MuellerChief
      Financial Officer(Principal
      Financial Officer and Duly Authorized Officer)




32





EXHIBIT
INDEX





Number
              
              Description31.1
              
              Certification
      of Chairman and Chief Executive Officer Pursuant to Exchange Act Rule
      13a-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.31.2
              
              Certification
      of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a), As
      Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.32.1
              
              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
      2002.32.2
              
              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.




33