XNAS:CTCT Constant Contact Inc Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012

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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

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

For the quarterly period ended June 30, 2012

OR

 

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

For the transition period from             to             

Commission file number: 001-33707

 

 

CONSTANT CONTACT, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   04-3285398

(State or other jurisdiction

of incorporation)

 

(I.R.S. Employer

Identification No.)

1601 Trapelo Road, Third Floor

Waltham, Massachusetts

  02451
(Address of principal executive offices)   (Zip Code)

(781) 472-8100

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨

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  þ    No  ¨

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. (Check one):

 

Large accelerated filer   þ    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ

As of July 30, 2012, there were 30,497,232 shares of the registrant’s Common Stock, par value $.01 per share, outstanding.

 

 

 


Table of Contents

CONSTANT CONTACT, INC.

INDEX

 

     PAGE
NUMBER
 
PART I. FINANCIAL INFORMATION   

ITEM 1. FINANCIAL STATEMENTS

     1   

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

     1   

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

     2   

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

     3   

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

     4   

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

     5   

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     19   

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     28   

ITEM 4. CONTROLS AND PROCEDURES

     28   
PART II. OTHER INFORMATION   

ITEM 1. LEGAL PROCEEDINGS

     29   

ITEM 1A. RISK FACTORS

     29   

ITEM 6. EXHIBITS

     41   

SIGNATURES

     42   


Table of Contents

Part I. Financial Information

Item  1. Financial Statements

Constant Contact, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

 

     June 30,
2012
    December 31,
2011
 
     (In thousands, except
share and per share data)
 
ASSETS     

Current assets

    

Cash and cash equivalents

   $ 21,316      $ 49,589   

Marketable securities

     59,785        90,523   

Accounts receivable, net of allowance for doubtful accounts

     110        58   

Prepaid expenses and other current assets

     8,942        8,891   
  

 

 

   

 

 

 

Total current assets

     90,153        149,061   

Property and equipment, net

     36,851        34,263   

Restricted cash

     750        750   

Goodwill

     95,505        18,935   

Acquired intangible assets, net

     7,974        3,046   

Deferred taxes

     14,228        12,960   

Other assets

     2,860        2,363   
  

 

 

   

 

 

 

Total assets

   $ 248,321      $ 221,378   
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY     

Current liabilities

    

Accounts payable

   $ 9,049      $ 8,906   

Accrued expenses

     17,739        10,515   

Deferred revenue

     31,467        28,983   
  

 

 

   

 

 

 

Total current liabilities

     58,255        48,404   

Other long-term liabilities

     7,898        2,052   
  

 

 

   

 

 

 

Total liabilities

     66,153        50,456   
  

 

 

   

 

 

 

Commitments and contingencies (Note 8)

    

Stockholders’ equity

    

Preferred stock; $0.01 par value; 5,000,000 shares authorized; no shares issued or outstanding at June 30, 2012 and December 31, 2011

     —          —     

Common stock; $0.01 par value; 100,000,000 shares authorized at June 30, 2012 and December 31, 2011; 30,490,569 and 30,110,895 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively

     305        301   

Additional paid-in capital

     201,568        190,039   

Accumulated other comprehensive income

     18        61   

Accumulated deficit

     (19,723 )     (19,479 )
  

 

 

   

 

 

 

Total stockholders’ equity

     182,168        170,922   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 248,321      $ 221,378   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Table of Contents

Constant Contact, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
(In thousands, except per share data)    2012     2011     2012     2011  

Revenue

   $ 62,072      $ 52,527      $ 122,010      $ 102,542   

Cost of revenue

     18,434        15,233        36,033        29,916   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     43,638        37,294        85,977        72,626   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses

        

Research and development

     9,804        7,549        19,275        14,987   

Sales and marketing

     25,836        22,515        51,554        46,749   

General and administrative

     8,404        5,918        15,968        11,696   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     44,044        35,982        86,797        73,432   
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income from operations

     (406     1,312        (820     (806

Interest income and other income (expense), net

     62        95        133        184   
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income before income taxes

     (344     1,407        (687     (622

Income tax (expense) benefit

     (118     (133     443        53   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

   $ (462   $ 1,274      $ (244   $ (569
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income per share:

        

Basic

   $ (0.02   $ 0.04      $ (0.01   $ (0.02

Diluted

   $ (0.02   $ 0.04      $ (0.01   $ (0.02

Weighted average shares outstanding used in computing per share amounts:

        

Basic

     30,380        29,497        30,275        29,404   

Diluted

     30,380        30,770        30,275        29,404   

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Table of Contents

Constant Contact, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
(In thousands)    2012     2011     2012     2011  

Net (loss) income

   $ (462   $ 1,274      $ (244   $ (569
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss):

        

Net unrealized gains (losses) on marketable securities, net of tax

     (23     47        (43     47   

Reclassification adjustment for realized gains on available-for-sale securities included in net income (loss)

     —          (12     —          (12
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive (loss) income

     (23     35        (43     35   
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive (loss) income

   $ (485   $ 1,309      $ (287   $ (534
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Constant Contact, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

     Six Months Ended
June 30,
 
(In thousands)    2012     2011  

Cash flows from operating activities

    

Net loss

   $ (244   $ (569

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Depreciation and amortization

     8,969        7,032   

Amortization of premium on investments

     296        331   

Stock-based compensation expense

     7,075        5,851   

Recovery of bad debts

     (3     —     

Gain on sales of marketable securities

     —          (12

Deferred income taxes

     (644 )     158   

Taxes paid related to net share settlement of restricted stock units

     (326 )     —     

Changes in operating assets and liabilities, net of effects from acquisitions:

    

Accounts receivable

     (1     (3

Prepaid expenses and other current assets

     (2     (1,328

Other assets

     (406     (1,032

Accounts payable

     95        1,851   

Accrued expenses

     (537     1,674   

Deferred revenue

     1,874        2,812   

Other long-term liabilities

     (39     (119
  

 

 

   

 

 

 

Net cash provided by operating activities

     16,107        16,646   
  

 

 

   

 

 

 

Cash flows from investing activities

    

Purchases of marketable securities

     (28,357     (88,209

Proceeds from maturities of marketable securities

     31,167        19,144   

Proceeds from sales of marketable securities

     27,600        66,224   

Acquisition of businesses, net of cash acquired

     (68,487     (15,000

Acquisition of property and equipment, including costs capitalized for development of internal use software

     (10,644     (8,829
  

 

 

   

 

 

 

Net cash used in investing activities

     (48,721     (26,670
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from issuance of common stock pursuant to the exercise of stock options

     3,657        2,309   

Income tax benefit from the exercise of stock options

     148        —     

Proceeds from issuance of common stock pursuant to employee stock purchase plan

     536        435   
  

 

 

   

 

 

 

Net cash provided by financing activities

     4,341        2,744   
  

 

 

   

 

 

 

Net decrease in cash and cash equivalents

     (28,273     (7,280

Cash and cash equivalents, beginning of period

     49,589        32,892   
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 21,316      $ 25,612   
  

 

 

   

 

 

 

Supplemental disclosure of noncash investing activities:

    

Capitalization of stock-based compensation

   $ 443      $ 271   

Fair value of contingent consideration in connection with acquisition included in accrued expenses and other long-term liabilities

   $ 12,152      $ —     

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Table of Contents

Constant Contact, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(amounts in thousands, except share and per share amounts)

1. Nature of the Business

Constant Contact, Inc. (the “Company”) was incorporated as a Massachusetts corporation on August 25, 1995. The Company reincorporated in the State of Delaware in 2000. The Company provides on-demand email marketing, social media marketing, event marketing, local deals and online survey products to small organizations, including small businesses, associations and non-profits. The Company’s email marketing product allows customers to create, send and track email marketing campaigns. The Company’s Social Campaigns product allows customers to create, publish, promote and run campaigns on Facebook®. The Company’s event marketing product enables customers to promote and manage events, track event registrations and collect online payments. The Company’s online survey product enables customers to create and send surveys and analyze the responses. The Company’s SaveLocalTM product makes it quick and easy for customers to create, run and manage local deals. Social media marketing features in all of the Company’s products allow customers to easily manage and optimize their presence across multiple social media networks. These products are designed for small organizations and are marketed directly by the Company and through a wide variety of partners. In June 2012, the Company acquired SinglePlatform, Corp. (“SinglePlatform”), a company that helps small businesses get discovered through web and mobile searches by providing a single place to update relevant business information.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements include those of the Company and its subsidiaries, after elimination of all intercompany accounts and transactions. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

The condensed consolidated balance sheet at December 31, 2011 was derived from audited financial statements, but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of June 30, 2012 and for the three and six months ended June 30, 2012 and 2011 have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2011 included in the Company’s Annual Report on Form 10-K, File Number 001-33707, on file with the SEC.

In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s consolidated financial position as of June 30, 2012 and consolidated results of operations for the three and six months ended June 30, 2012 and 2011 and consolidated cash flows for the six months ended June 30, 2012 and 2011 have been made. The condensed consolidated results of operations for the three and six months ended June 30, 2012 are not necessarily indicative of the results of operations and cash flows that may be expected for the year ending December 31, 2012.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, management evaluates these estimates, judgments and assumptions, including those related to revenue recognition, stock-based compensation, goodwill and acquired intangible assets, capitalization of software and website development costs, contingent consideration liability and income taxes. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenue and expenses that are not readily apparent from other sources. Actual results could differ from these estimates.

 

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Table of Contents

Constant Contact, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(amounts in thousands, except share and per share amounts)

 

Revenue Recognition

The Company provides access to its products primarily through subscription arrangements whereby the customer is charged a fee for access for a defined term. Subscription arrangements include access to use the Company’s software via the Internet and support services, such as telephone, email and chat support. When there is evidence of an arrangement, the fee is fixed or determinable and collectability is deemed reasonably assured, the Company recognizes revenue on a daily basis over the subscription period as the services are delivered. Delivery is considered to have commenced at the time the customer has paid for the products and has access to the account via a log-in and password. The Company also generates revenue from its SaveLocal product by charging a fee to its customers based on the number of deals sold by its customers. The Company recognizes revenue from the fee charged when there is evidence of an arrangement, the fee is fixed or determinable and collectability is deemed reasonably assured. The Company also offers ancillary services to its customers related to its products such as custom services and training. Custom services and training revenue is accounted for separate from subscription revenue as those services have value on a standalone basis, do not involve a significant degree of risk or unique acceptance criteria and as the fair value of the Company’s subscription services is evidenced by their availability on a standalone basis. Custom services and training revenue is recognized as the services are performed.

Goodwill and Acquired Intangible Assets

The Company records goodwill when consideration paid in a business acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but rather is tested for impairment annually or more frequently if facts and circumstances warrant a review. The Company performs its annual assessment for impairment of goodwill on November 30th and has determined that there is a single reporting unit for the purpose of conducting this annual goodwill impairment assessment. For purposes of assessing potential impairment, the Company annually estimates the fair value of the reporting unit (based on the Company’s market capitalization) and compares this amount to the carrying value of the reporting unit (as reflected by the Company’s total stockholders’ equity). If the Company determines that the carrying value of the reporting unit exceeds its fair value, an impairment charge would be required.

Effective January 1, 2012, the Company adopted new guidance that simplifies the goodwill impairment test. The amendment permits the Company to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in goodwill accounting standard. Adoption of the new guidance did not have an effect on the Company’s consolidated financial statements.

Intangible assets are recorded at their estimated fair values at the date of acquisition. The Company amortizes acquired intangible assets over their estimated useful lives based on the pattern of consumption of the economic benefits or, if that pattern cannot be readily determined, on a straight-line basis.

Capitalization of Software and Web Site Development Costs

Research and development costs are expensed as incurred and primarily include salaries, fees to consultants and other related costs. Relative to development costs of its on-demand products and website, the Company capitalizes certain direct costs to develop functionality as well as certain upgrades and enhancements that are probable to result in additional functionality. The costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized as part of property and equipment until the software is substantially complete and ready for its intended use. Capitalized software is amortized over a three-year period in the expense category to which the software relates.

Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss), as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. The Company’s only elements of other comprehensive income (loss) are unrealized gains and losses on available-for-sale securities and translation adjustments.

 

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Table of Contents

Constant Contact, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(amounts in thousands, except share and per share amounts)

 

Effective January 1, 2012, the Company adopted new guidance applicable to comprehensive income. Under this guidance the Company has two options for presenting comprehensive income. The Company can present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. As the new guidance relates only to how comprehensive income is disclosed and does not change the items that must be reported as comprehensive income, adoption of the new guidance did not have an effect on the Company’s consolidated financial statements.

In December 2011, the Financial Accounting Standards Board indefinitely deferred the requirement to present reclassification adjustments of other comprehensive income by line item on the face of the income statement.

Marketable Securities

The Company’s marketable securities are classified as available-for-sale and are carried at fair value with the unrealized gains and losses reported as a component of accumulated other comprehensive income in stockholders’ equity. Realized gains and losses and declines in value judged to be other than temporary are included as a component of interest income and other income (expense), net based on the specific identification method.

At June 30, 2012, marketable securities by security type consisted of:

 

 

     Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
    Estimated
Fair
Value
 

U.S. Treasury Notes

   $ 23,194       $ 25       $ —        $ 23,219   

Corporate and Agency Bonds

     35,563         6         (3 )     35,566   

Certificates of Deposit

     1,000         —           —          1,000   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 59,757       $ 31       $ (3 )   $ 59,785   
  

 

 

    

 

 

    

 

 

   

 

 

 

At June 30, 2012, marketable securities consisted of investments that mature within one year with the exception of treasury notes with a fair value of $10,207, which have maturities within two years.

At December 31, 2011, marketable securities by security type consisted of:

 

 

     Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
    Estimated
Fair
Value
 

U.S. Treasury Notes

   $ 32,037       $ 49       $ —        $ 32,086   

Corporate and Agency Bonds

     55,428         13         (1 )     55,440   

Certificates of Deposit

     1,000         —           (1 )     999   

Commercial Paper

     1,998         —           —          1,998   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 90,463       $ 62       $ (2 )   $ 90,523   
  

 

 

    

 

 

    

 

 

   

 

 

 

Fair Value of Financial Instruments

Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable, are used to measure fair value:

 

   

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

 

   

Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

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Table of Contents

Constant Contact, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(amounts in thousands, except share and per share amounts)

 

   

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Unobservable inputs are developed based on the best information available, which might include the Company’s own data.

Effective January 1, 2012, the Company adopted new guidance applicable to fair value measurements. This accounting guidance clarifies the application of certain existing fair value measurement guidance and expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. Adoption of the new guidance did not have an effect on the Company’s consolidated financial statements.

During the three and six months ended June 30, 2012 and 2011, there were no transfers between Level 1, Level 2 and Level 3.

The following tables present the Company’s fair value hierarchy for its assets and liabilities which are measured at fair value on a recurring basis as of June 30, 2012 and December 31, 2011:

 

 

     Fair Value Measurements at June 30, 2012 Using  
     Level 1      Level 2      Level 3      Total  

Financial Assets:

           

Money market instruments

   $ 4,158       $ —         $ —         $ 4,158   

U.S. Treasury notes

     23,219         —           —           23,219   

Corporate and Agency bonds

     —           35,566         —           35,566   

Certificates of deposit

     —           1,000         —           1,000   

Commercial paper

     —           —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Financial Assets

   $ 27,377       $ 36,566       $ —         $ 63,943   
  

 

 

    

 

 

    

 

 

    

 

 

 

Financial Liabilities:

           

Contingent consideration liability associated with acquisition of SinglePlatform, Corp.

   $ —         $ —         $ 12,152       $ 12,152   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Financial Liabilities

   $ —         $ —         $ 12,152       $ 12,152   
  

 

 

    

 

 

    

 

 

    

 

 

 
     Fair Value Measurements at December 31, 2011 Using  
     Level 1      Level 2      Level 3      Total  

Financial Assets:

           

Money market instruments

   $ 12,778       $ —         $ —         $ 12,778   

U.S. Treasury notes

     32,086         —           —           32,086   

Corporate and Agency bonds

     —           55,440         —           55,440   

Certificates of deposit

     —           999         —           999   

Commercial paper

     —           1,998         —           1,998   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 44,864       $ 58,437       $ —         $ 103,301   
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company has revised its classification of certain marketable securities with a fair value of $58,437 as of December 31, 2011, from Level 1 measurements to Level 2 measurements to reflect the inputs used to price these securities as described above. The Company has concluded that this misclassification is immaterial to the Company’s financial statements for all prior periods presented.

Contingent consideration is measured at fair value and is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions and estimates to forecast a range of outcomes for the contingent consideration. The Company will assess these assumptions and estimates on a quarterly basis as additional data impacting the assumptions is obtained. Changes in the fair value of contingent consideration related to updated assumptions and estimates will be recognized within the consolidated statements of operations.

 

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Constant Contact, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(amounts in thousands, except share and per share amounts)

 

The following table provides quantitative information associated with the fair value measurement of the Company’s Level 3 inputs:

 

 

Liability

   Fair Value     

Valuation Technique

  

Unobservable Inputs

   Weighted
Average
 

Contingent consideration

   $ 12,152       Income approach— discounted cash flow    Revenue earn-out—probability of low case (scenario) for total revenue.      7.5 %

                            

         Revenue earn-out—probability of base case (scenario) for total revenue.      30
         Revenue earn-out—probability of target case (scenario) for total revenue.      62.5 %
         Discount rate for revenue earn-out      5.3 %

The significant unobservable inputs used in the fair value measurement of contingent consideration are the probabilities of successful achievement of the targeted revenues, the six month periods in which the revenues are expected to be achieved and the discount rate. Increases or decreases in any of the probabilities of success would result in a higher or lower fair value measurement, respectively. Increases or decreases in the actual achievement of milestones in the relevant period as compared to the estimated achievement would result in a higher or lower fair value measurement, respectively.

Changes in the fair value of Level 3 contingent consideration liability associated with acquisition were as follows:

 

 

     Contingent Consideration  

Balance at December 31, 2011

   $ —     

Acquisition of SinglePlatform, Corp.

     12,152   
  

 

 

 

Balance at June 30, 2012

   $ 12,152   
  

 

 

 

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of unrestricted common shares outstanding for the period.

Diluted net income (loss) per share is computed by dividing net income (loss) by the sum of the weighted average number of unrestricted common shares outstanding during the period and the weighted average number of potential common shares from the assumed exercise of stock options and the vesting of shares of restricted common stock and restricted stock units using the “treasury stock” method when the effect is not anti-dilutive.

The following is a summary of the shares used in computing diluted net income (loss) per share:

 

 

     Three months ended
June 30,
     Six months ended
June 30,
 
     2012      2011      2012      2011  
     (In thousands)  

Weighted average shares used in calculating basic net income (loss) per share

     30,380         29,497         30,275         29,404   

Stock options

     —           1,230         —           —     

Warrants

     —           1         —           —     

Unvested restricted stock and restricted stock units

     —           42         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Shares used in computing diluted net income (loss) per share

     30,380         30,770         30,275         29,404   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Constant Contact, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(amounts in thousands, except share and per share amounts)

 

The following common stock equivalents were excluded from the computation of diluted net income (loss) per share because they had an anti-dilutive impact either because the proceeds under the treasury stock method were in excess of the average fair market value for the period or because the Company had a net loss in the period:

 

 

     Three months ended
June 30,
     Six months ended
June 30,
 
     2012      2011      2012      2011  
            (In thousands)         

Options to purchase common stock

     5,098         1,477         5,023         3,630   

Warrants to purchase common stock

     1         —           1         1   

Unvested restricted stock and restricted stock units

     388         —           350         205   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total options and warrants exercisable into common stock, restricted stock units issuable in common stock and restricted stock

     5,487         1,477         5,374         3,836   
  

 

 

    

 

 

    

 

 

    

 

 

 

Accounting for Stock-Based Compensation

The Company values all stock-based compensation, including grants of stock options, restricted stock and restricted stock units, at fair value on the date of grant, and expenses the fair value over the applicable service period. The straight-line method is applied to all grants with service conditions, while the graded vesting method is applied to all grants with both service and performance conditions.

Income Taxes

Income taxes are provided for tax effects of transactions reported in the financial statements and consist of income taxes currently due plus deferred income taxes related to timing differences between the basis of certain assets and liabilities for financial statement and income tax reporting purposes. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance is provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed “more-likely-than-not” to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement.

Segment Data

The Company manages its operations as a single segment for purposes of assessing performance and making operating decisions. Revenue is generated predominately in the U.S. and all significant assets are held in the U.S.

3. Acquisitions

Bantam Networks

On February 15, 2011, the Company acquired substantially all of the assets, excluding cash, of Bantam Networks, LLC (“Bantam Networks”) for a cash purchase price of $15,000. Bantam Networks was a contact management and social customer relationship management (“CRM”) software provider. The Company purchased the assets of Bantam Networks in order to expand the CRM functionality of its products.

The Company allocated the purchase price as follows:

 

 

Developed technology

   $ 1,800   

Goodwill

     13,200   
  

 

 

 

Total assets acquired

   $ 15,000   
  

 

 

 

The developed technology was valued using the cost to replace method. The estimated economic life of the developed technology is three years and amortization will commence once the software is ready for its intended use.

Goodwill was recognized for the excess purchase price over the fair value of the assets acquired. Goodwill is primarily attributable to Bantam Networks’ knowledge of CRM and expertise in working with contact management software. Goodwill from the Bantam Networks acquisition is included within the Company’s one reporting unit and is included in the Company’s enterprise-level annual review for impairment. Goodwill resulting from the acquisition of Bantam Networks is deductible for tax purposes.

 

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Constant Contact, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(amounts in thousands, except share and per share amounts)

 

The following table presents the pro forma results of the historical condensed consolidated statements of operations of the Company and Bantam Networks for the three month period ended June 30, 2011, giving effect to the merger as if it occurred on January 1, 2010:

 

 

     Six months ended
June 30,
 
     2011  

Pro forma revenue

   $ 102,542   

Pro forma net loss

   $ (696

The pro forma net loss presented primarily includes adjustments for revenue, amortization, interest income and income taxes. This pro forma information does not purport to indicate the results that would have actually been obtained had the acquisition been completed on the assumed date, or which may be realized in the future.

CardStar

On January 13, 2012, the Company acquired by merger all of the outstanding capital stock of CardStar, Inc. (“CardStar”) for a cash purchase price of $5,750. CardStar is a leading developer of mobile applications that extend the use of loyalty cards and mobile coupons among consumers. The Company purchased CardStar in order to accelerate its entrance into the mobile marketing and loyalty space.

The Company allocated the purchase price as follows:

 

 

Developed technology

   $ 624   

Net deferred tax assets

     553   

Goodwill

     4,573   
  

 

 

 

Total assets acquired

   $ 5,750   
  

 

 

 

The developed technology was valued using the cost to replace method and has an estimated economic life of three years.

Goodwill was recognized for the excess purchase price over the fair value of the assets acquired. Goodwill is primarily attributable to CardStar’s knowledge of mobile applications and coupons and loyalty cards. Goodwill from the CardStar acquisition is included within the Company’s one reporting unit and will be included in the Company’s enterprise-level annual review for impairment. Goodwill resulting from the acquisition of CardStar is not deductible for tax purposes.

Single Platform

On June 12, 2012, the Company acquired by merger all of the outstanding capital stock of SinglePlatform. SinglePlatform provides small businesses a single place to update their business information and delivers that information across its publishing network. The Company purchased SinglePlatform in order to expand its product offerings and allow its customers to engage their customers earlier in the customer lifecycle. The total preliminary purchase price of $75,200 consisted of a cash payment of $63,048, subject to certain adjustments, and $12,152 representing the fair value of contingent consideration of up to $30,000 payable upon achievement of certain revenue targets over the next two years. The cash payment may be adjusted for certain working capital adjustments which are identified by the Company within 90 days of the acquisition date. These adjustments, if any, will affect the final amount of the purchase price and the allocation of that purchase price to the working capital accounts. The Company expects to finalize the purchase price and allocations in the period ending September 30, 2012. The former shareholders of SinglePlatform are eligible to receive consideration of up to $30,000, which is contingent on the fulfillment of certain revenue targets within the period from July 1, 2012 to June 30, 2014, measured in six month intervals. If such conditions are achieved, the consideration is payable in cash. Using a discounted cash flow method and a probability weighted estimate of future revenue, the Company recorded an estimated liability of $12,152 as of the acquisition date. The estimated undiscounted range of outcomes for the contingent consideration is $0 to $21,095. The Company will continue to assess the probability that the revenue targets will be met and at what level, and any subsequent changes in the estimated fair value of the liability will be reflected in earnings until the liability is fully settled. There was no change to the acquisition date amount recognized or any changes in the range of outcomes or assumptions used to develop the fair value as of June 30, 2012.

 

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Constant Contact, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(amounts in thousands, except share and per share amounts)

 

The following table summarizes the preliminary purchase price for SinglePlatform and the preliminary allocation of the purchase price:

 

 

Purchase consideration:

  

Total cash paid, net of cash acquired

   $ 62,737   

Cash acquired

     311   

Fair value of contingent consideration

     12,152   
  

 

 

 

Total purchase price consideration

   $ 75,200   
  

 

 

 

Assets acquired and liabilities assumed:

  

Cash

   $ 311   

Accounts receivable

     48   

Prepaid expenses and other current assets

     60   

Property and equipment

     14   

Identifiable intangible assets

     4,760   

Other assets

     91   

Net deferred tax assets

     72   

Goodwill

     71,997   
  

 

 

 

Total assets acquired

     77,353   
  

 

 

 

Accounts payable, accrued expenses and other current liabilities

     (1,543 )

Deferred revenue

     (610 )
  

 

 

 

Total liabilities assumed

     (2,153 )
  

 

 

 

Total allocation of purchase price consideration

   $ 75,200   
  

 

 

 

The following table presents the estimated fair values and useful lives of identifiable intangible assets acquired:

 

 

     Amount      Weighted Average Useful
Life
 
            (in years)  

Developed technology

   $ 850         3   

Customer relationships

     2,630         3.75   

Publisher relationships

     710         5   

Trade name

     570         5   
  

 

 

    

Total identifiable intangible assets

   $ 4,760         3.95   
  

 

 

    

The developed technology and the customer and publisher relationships were valued using the cost to replace method. The trade name was valued using the relief from royalty method.

Goodwill was recognized for the excess purchase price over the fair value of the net assets acquired. Goodwill is primarily attributable to the workforce of the acquired business (which is not eligible for separate recognition as an identifiable intangible asset) and the expected synergistic benefits of being able to market SinglePlatform’s product to the Company’s customer base and being able to market the Company’s products to SinglePlatform’s customer base. Goodwill from the SinglePlatform acquisition is included within the Company’s one reporting unit and will be included in the Company’s enterprise-level annual review for impairment. Goodwill resulting from the acquisition of SinglePlatform is not deductible for tax purposes.

The following table presents the pro forma results of the historical condensed consolidated statements of operations of the Company and SinglePlatform for the three and six month periods ended June 30, 2012 and 2011, giving effect to the merger as if it occurred on January 1, 2011:

 

 

     Three months ended
June 30,
     Six months ended
June 30,
 
     2012     2011      2012     2011  

Pro forma revenue

   $ 62,326        52,620       $ 122,474      $ 102,714   

Pro forma net loss (income)

   $ (1,048     757         (1,826   $ (1,588

The pro forma net loss (income) presented primarily includes adjustments for amortization, elimination of transaction costs, interest income and income taxes. This pro forma information does not purport to indicate the results that would have actually been obtained had the acquisition been completed on the assumed date, or which may be realized in the future.

 

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Constant Contact, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(amounts in thousands, except share and per share amounts)

 

Transactions costs related to the acquisitions were $574 and $722 for the three and six months ended June 30, 2012, respectively, and $63 and $264 for the three and six months ended June 30, 2011, respectively, which the Company recorded as general and administrative expense. The operating expenses of the acquired entities have been included in the consolidated financial statements beginning on their respective acquisition dates but have not been disclosed as the Company does not account for the results of the acquired entities separate from its own results. The operations of CardStar prior to the acquisition were not material to the consolidated results of the Company.

4. Goodwill and Acquired Intangible Assets

The carrying amount of goodwill was $18,935 as of December 31, 2011. The change in the carrying amount of goodwill for the six months ended June 30, 2012 was as follows:

 

 

Balance as of December 31, 2011

   $ 18,935   

Goodwill related to the acquisition of CardStar, Inc.

     4,573   

Goodwill related to the acquisition of SinglePlatform, Corp.

     71,997   
  

 

 

 

Balance as of June 30, 2012

   $ 95,505   
  

 

 

 

Goodwill is not amortized, but instead is reviewed for impairment at least annually in the fourth quarter or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired.

Intangible assets consist of the following:

 

 

            June 30, 2012      December 31, 2011  
     Estimated
Useful Life
     Gross
Carrying
Amount
     Accumulated
Amortization
     Net Carrying
Amount
     Gross
Carrying
Amount
     Accumulated
Amortization
     Net Carrying
Amount
 

Developed technology

     3 years       $ 4,357         797       $ 3,560         2,883       $ 513       $ 2,370   

Customer relationships

     3.75 years         3,315         160         3,155         685         9         676   

Publisher relationships

     5 years         710         12         698         —           —           —     

Trade name

     5 years         570         9         561         —           —           —     
     

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
      $ 8,952       $ 978       $ 7,974       $ 3,568       $ 522       $ 3,046   
     

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The Company amortizes the intangible assets over the estimated useful lives noted above. For the developed technology and publisher relationship assets, as the pattern of consumption of the economic benefits of the intangible assets cannot be reliably determined, the Company amortizes these acquired intangible assets over their estimated useful lives on a straight-line basis. The Company also amortizes the trade name asset over its estimated useful life on a straight-line basis as the straight-line basis is not materially different than the pattern of consumption of economic benefit basis. Customer relationships are amortized over their useful life based on the pattern of consumption of economic benefit of the asset. Amortization commences once the asset has been placed in service.

Amortization expense for intangible assets was $292 and $81 for the three months ended June 30, 2012 and 2011, respectively. Amortization expense for intangible assets was $456 and $161 for the six months ended June 30, 2012 and 2011, respectively. Amortization of developed technology and publisher relationships is recorded within cost of revenue and the amortization of customer relationships and trade name is recorded within sales and marketing expense. Future estimated amortization expense for assets placed in service as of June 30, 2012 is as follows:

 

 

Remainder of 2012

   $ 1,216   

2013

     1,953   

2014

     1,596   

2015

     983   

2016

     320   

2017

     106   
  

 

 

 

Total

   $ 6,174   
  

 

 

 

 

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Constant Contact, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(amounts in thousands, except share and per share amounts)

 

Amortization of developed technology totaling $1,800 as of June 30, 2012 has not yet commenced as the software is not yet ready for its intended use.

5. Stock-Based Awards

Stock Incentive Plan

The Company’s 2011 Stock Incentive Plan (the “2011 Plan”) permits the Company to make grants of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights and other stock-based awards with a maximum term of seven years. These awards may be granted to the Company’s employees, officers, directors, consultants, and advisors. The Company reserved 4,200,000 shares of its common stock for issuance under the 2011 Plan. Additionally, per the terms of the 2011 Plan, shares of common stock previously reserved for issuance under the 2007 Stock Incentive Plan as well as shares reserved for outstanding awards under the 1999 Stock Option/Stock Issuance Plan for which the awards are cancelled, forfeited, repurchased or otherwise result in common stock not being issued will be added to the number of shares available for issuance under the 2011 Plan. Awards that are granted with a per share or per unit purchase price less than 100% of fair market value as of the date of grant (e.g., restricted stock and restricted stock unit awards) shall count towards the total number of shares reserved for issuance under the 2011 Plan on a two-for-one basis. As of June 30, 2012, 2,809,657 shares of common stock were available for issuance under the 2011 Plan.

Inducement Award Plan

In June 2012, the Compensation Committee of the Board of Directors adopted the Constant Contact, Inc. 2012 Inducement Award Plan (the “2012 Inducement Plan”). The 2012 Inducement Plan provides for the grant of nonstatutory stock options and restricted stock unit awards as an inducement to an individual’s entering into employment with Constant Contact or in connection with an acquisition. The Company may issue up to an aggregate of 257,780 shares of common stock pursuant to the 2012 Inducement Plan, subject to adjustment in the event of stock splits and other similar events. Shares issued under the 2012 Inducement Plan may consist in whole or in part of authorized but unissued shares or may be issued shares that the Company has reacquired (provided that open market purchases of shares using the proceeds from the exercise of awards do not increase the number of shares available for future grants). Options granted under the 2012 Inducement Plan must be granted at an exercise price that is not less than 100% of the fair market value of the common stock on the date of grant and may not be granted for a term in excess of seven years.

If an award granted under the 2012 Inducement Plan expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part (including as the result of shares of common stock subject to such award being repurchased by the Company) or otherwise results in any common stock not being issued, the unused common stock covered by such award will become available for issuance pursuant to a new award under the 2012 Inducement Plan. As of June 30, 2012, there were no shares of common stock available for issuance under the 2012 Inducement Plan.

Stock Purchase Plan

The Company’s 2007 Employee Stock Purchase Plan, as amended (the “Purchase Plan”), became effective upon the completion of the Company’s initial public offering. Six-month offering periods begin on January 1 and July 1 of each year, during which employees may elect to purchase shares of the Company’s common stock according to the terms of the offering. The per share purchase price for offerings is equal to 85% of the closing market price of the Company’s common stock on the last day of the offering period. The first offering period of 2012 began on January 1, 2012 and was completed on June 30, 2012. The second offering period of 2012 began on July 1, 2012 and will be completed on December 31, 2012. As of June 30, 2012, 153,383 shares of common stock were available for issuance to participating employees under the Purchase Plan.

Stock-Based Compensation Expense

The Company applies the fair value recognition provisions for all stock-based awards granted or modified in accordance with authoritative guidance. Under this guidance the Company records compensation costs over the requisite service period of the award based on the grant-date fair value. The straight-line method is applied to all grants with service conditions, while the graded vesting method is applied to all grants with both service and performance conditions.

 

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Constant Contact, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(amounts in thousands, except share and per share amounts)

 

The Company recognized stock-based compensation expense on all awards in the following expense categories:

 

 

     Three months ended
June 30,
     Six months ended
June 30,
 
     2012      2011      2012      2011  

Cost of revenue

   $ 450       $ 422       $ 829       $ 733   

Research and development

     851         866         1,823         1,529   

Sales and marketing

     996         824         1,671         1,456   

General and administrative

     1,479         1,130         2,752         2,133   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 3,776       $ 3,242       $ 7,075       $ 5,851   
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company capitalized $219 and $164 of stock-based compensation related to the development of internal use software for the three months ended June 30, 2012 and 2011, respectively, and $443 and $271 of stock-based compensation related to the development of internal use software for the six months ended June 30, 2012 and 2011, respectively.

6. Income Taxes

For the three and six months ended June 30, 2012, the Company recorded an income tax expense of $118 and an income tax benefit of $443, respectively. For the three and six months ended June 30, 2011, the Company recorded an income tax expense of $133 and an income tax benefit of $53, respectively. Income tax is related to federal, state, and to a lesser extent, foreign tax obligations. The Company’s effective tax rate may vary from period to period based on changes in estimated taxable income or loss, changes to federal, state or foreign tax laws, deductibility of certain costs and expenses, and as a result of acquisitions. For the three and six months ended June 30, 2012, the Company’s effective tax rate varied from the statutory tax rate primarily due to the book expense related to incentive stock options, which is non-deductable for tax purposes, offset by state research and development credits that reduced the Company’s tax benefit and by non-deductable transaction expenses incurred by the Company that were treated as a discrete item and reduced the Company’s tax benefit.

During 2011 the Company had recorded a full valuation allowance against its net deferred tax assets which was released in the fourth quarter of 2011. For the three and six months ended June 30, 2011, the Company’s income tax benefit consisted of a current income tax expense of $54 and a current income tax benefit of $211, respectively, and a deferred income tax expense of $79 and $158, respectively. The current income tax expense/benefit recorded related to the Company’s net income/loss for the period multiplied by its estimated annual effective tax rate for 2011. The deferred income tax expense related to the amortization for tax purposes of goodwill from the acquisition of Bantam Networks.

The Company had net deferred tax assets of $13,827 at December 31, 2011, which increased to $15,084 at June 30, 2012, primarily as a result of the income tax benefit recorded for the six months ended June 30, 2012 and the net deferred tax assets relating to Cardstar net operating loss carryforwards recorded at the time of the Cardstar acquisition.

The Company has not recorded any amounts for unrecognized tax benefits as of June 30, 2012 or December 31, 2011. As of June 30, 2012 and December 31, 2011, the Company had no accrued interest or tax penalties recorded.

7. Accrued Expenses and Other Long-Term Liabilities

The following table presents the components of selected balance sheet items as of June 30, 2012 and December 31, 2011:

 

 

     June 30,
2012
     December 31,
2011
 

Accrued expenses:

     

Payroll and payroll related

   $ 4,755       $ 3,148   

Licensed software and maintenance

     1,197         1,197   

Marketing programs

     1,123         2,079   

Contingent consideration liability associated with acquisition of SinglePlatform, Corp.

     6,267         —     

Other accrued expenses

     4,397         4,091   
  

 

 

    

 

 

 

Total accrued expenses

   $ 17,739       $ 10,515   
  

 

 

    

 

 

 

Other long-term liabilities:

     

Accrued rent

   $ 2,013       $ 2,052   

Contingent consideration liability associated with acquisition of SinglePlatform, Corp.

     5,885         —     
  

 

 

    

 

 

 

Total other long-term liabilities

   $ 7,898       $ 2,052   
  

 

 

    

 

 

 

 

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Constant Contact, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(amounts in thousands, except share and per share amounts)

 

8. Commitments and Contingencies

Office Leases

In May 2009, the Company entered into a lease for its headquarters space in Waltham, Massachusetts (the “Lease”). The Lease, effective through September 30, 2015 with one five-year extension option, includes space under a lease that existed at that time as well as additional space that has been made available to the Company at various points during the term of the Lease. The Lease also includes payment escalations and rent holidays. Under the Lease, the landlord is responsible for making certain improvements to the leased space at an agreed upon cost to the landlord. If the landlord and the Company mutually agree to make improvements that cost in excess of the agreed upon landlord cost, the landlord bills that excess cost to the Company as additional rent. This additional rent is included in the net calculation of lease incentives, so that rent expense per square foot is recognized on a straight-line basis over the remaining term of occupancy. The Company has amended the Lease twice to add a small amount of additional space. All other terms and conditions of these amendments, inclusive of the landlord’s obligations to make certain improvements, are consistent with the Lease.

The Company leases a sales and support office in Colorado under a lease agreement effective through April 2019 with three three-year extension options. The agreement contains certain lease incentives and payment escalations. The Company also leases small amounts of general office space in Florida, New York, California and the United Kingdom under lease agreements that expire at various dates through 2017.

Lease incentives, payment escalations and rent holidays specified in the lease agreements are accrued or deferred as appropriate such that rent expense per square foot is recognized on a straight-line basis over the terms of occupancy.

At June 30, 2012, the Company had both prepaid rent and accrued rent balances related to its office leases. The prepaid rent balance was $1,042 at June 30, 2012, of which $416 was included in prepaid expenses and other current assets and $626 was included in other assets. The accrued rent balance was $2,172 at June 30, 2012, of which $269 was included in accrued expenses and $1,903 was included in other long-term liabilities. At December 31, 2011, the Company had both prepaid rent and accrued rent balances related to its office leases. The prepaid rent balance was $1,192 at December 31, 2011, of which $429 was included in prepaid expenses and other current assets and $763 was included in other assets. The accrued rent balance was $2,292 at December 31, 2011, of which $264 was included in accrued expenses and $2,028 was included in other long-term liabilities.

Total rent expense under office leases was $1,652 and $3,165 for the three and six months ended June 30, 2012, respectively, and $1,523 and $3,000 for the three and six months ended June 30, 2011, respectively.

As of June 30, 2012, future minimum lease payments under noncancelable office leases are as follows:

 

 

Remainder of 2012

   $ 3,042   

2013

     6,324   

2014

     6,361   

2015

     5,204   

2016

     1,587   

Thereafter

     2,557   
  

 

 

 

Total

   $ 25,075   
  

 

 

 

 

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Constant Contact, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(amounts in thousands, except share and per share amounts)

 

Third-Party Hosting Agreements

The Company has agreements with two affiliated vendors to provide specialized space and equipment and related services from which the Company hosts its software applications.

Payment escalations and rent holidays specified in these agreements are accrued or deferred as appropriate such that rent expense per square foot is recognized on a straight-line basis over the terms of occupancy. At June 30, 2012, the Company had prepaid rent of $983, which was included in other assets and accrued rent of $110 which was included in other long-term liabilities.

Total rent expense under hosting agreements was $994 and $1,900 for the three and six months ended June 30, 2012, respectively, and $884 and $1,741 for the three and six months ended June 30, 2011, respectively.

The agreements include payment commitments that expire at various dates through mid-2017. As of June 30, 2012, future minimum payments under the agreements are as follows:

 

 

Remainder of 2012

   $ 2,341   

2013

     3,841   

2014

     3,624   

2015

     3,734   

2016

     3,845   

Thereafter

     775   
  

 

 

 

Total

   $ 18,160   
  

 

 

 

Vendor Commitments

As of June 30, 2012, the Company had issued both cancellable and non-cancellable purchase orders to various vendors and entered into contractual commitments with various vendors totaling $19,257 related primarily to marketing programs and other non-marketing goods and services to be delivered over the next twelve months.

Letters of Credit and Restricted Cash

As of June 30, 2012 and December 31, 2011, the Company maintained a letter of credit totaling $750 for the benefit of the landlord of the Company’s corporate headquarters lease. The landlord can draw against the letter of credit in the event of default by the Company. The Company was required to maintain a cash balance of at least $750 as of June 30, 2012 and December 31, 2011, respectively, to secure the letter of credit. This amount was classified as restricted cash in the balance sheet at June 30, 2012 and December 31, 2011.

Contingent Consideration

The former shareholders of SinglePlatform are eligible to receive consideration of up to $30,000, which is contingent on the fulfillment of certain revenue targets within the period from July 1, 2012 to June 30, 2014, measured in six month intervals. If such conditions are achieved, the consideration is payable in cash. As of June 30, 2012, the Company had accrued $12,152, representing the fair value of the contingent consideration liability, of which $6,267 was included in accrued expenses and $5,885 was included in other long-term liabilities.

Indemnification Obligations

The Company enters into standard indemnification agreements with the Company’s channel partners and certain other third parties in the ordinary course of business. Pursuant to these agreements, the Company indemnifies and agrees to reimburse the indemnified party for losses incurred by the indemnified party in connection with certain intellectual property infringement and other claims by any third party with respect to the Company’s business and technology. Based on historical information and information known as of June 30, 2012, the Company does not expect it will incur any significant liabilities under these indemnification agreements.

Legal Matters

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of its business. The Company is not presently a party to any legal proceedings that, in its opinion, would have a material adverse effect on the Company’s business, results of operations or financial condition.

 

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Constant Contact, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(amounts in thousands, except share and per share amounts)

 

9. 401(k) Savings Plan

The Company has a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions to the plan may be made at the discretion of the Board of Directors. The Company elected to make matching contributions for the plan years ending December 31, 2012 and 2011 at a rate of 100% of each employee’s contribution up to a maximum matching contribution of 3% of the employee’s compensation and at a rate of 50% of each employee’s contribution in excess of 3% up to a maximum of 5% of the employee’s compensation.

Through June 30, 2012 and 2011, the Company made matching contributions of $1,197 and $955 for the plan years ended December 31, 2012 and 2011, respectively.

 

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2011 included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission, or SEC, on February 28, 2012. This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors,” set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and elsewhere in this report. The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report on Form 10-Q.

Executive Overview

We provide online marketing solutions, including email marketing, social media marketing, event marketing, local deals and surveys, for small organizations, including small businesses, associations and non-profits. We seek to help our customers succeed and have a long history of delivering affordable, easy-to-use products, support, knowhow and coaching with a personal touch, all of which empower our customers to create and grow their customer relationships.

We market our products and acquire our customers through a variety of sources including online marketing such as search engines and advertising on online networks and other websites, offline marketing through television and radio advertising, local seminars, relationships with our partners, referrals from our growing customer base, general brand awareness and the inclusion of a link to our website in the footer of substantially all of the emails sent by our customers.

We have grown rapidly since launching our first on-demand product in 2000. We ended the first half of 2012 with approximately 525,000 unique paying customers, excluding customers from our wholly owned subsidiary, SinglePlatform, Corp., or SinglePlatform, and had revenue for the first half of 2012 of $122 million.

Our business strategy focuses on expanding beyond email marketing to support a multi-product strategy to drive high customer lifetime value through gains in average revenue per customer, retention and gross margin. We believe increasing our customer’s lifetime value will be a key contributor to our continued success. To drive lifetime value we will continue to invest in acquiring new customers, cross-selling our products to our large and growing customer base, driving increased product usage by our customers and improving customer retention rates. We will continue to invest in broadening our platform of engagement marketing solutions, which we believe will better help our customers create and grow their customer and member relationships. We have made numerous investments over the past six months to drive future growth, including:

 

   

We launched Social CampaignsTM in January 2012. Social Campaigns allows users to create, publish, promote and run campaigns on Facebook® that offer promotions or content targeted toward those who “Like” them and to incent others to “Like” and share them. Social Campaigns can be published to a customer’s email list, to existing Facebook fans, on LinkedIn® and to Twitter® followers.

 

   

In January 2012, we acquired CardStar, Inc., or CardStar, a leading developer of mobile applications that extend the use of loyalty cards and mobile coupons among consumers. The CardStar application consolidates membership and rewards cards on smartphones, letting consumers use a single application rather than a series of physical cards. Merchants can track purchase behavior to reward loyalty, simply and easily. We will continue to operate CardStar’s free mobile loyalty application, which currently has over two million active users, and which is available on major mobile platforms, including iPhone®, Android, and Blackberry®. See also Note 3, Acquisitions, of the Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

 

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In February 2012, we launched SaveLocalTM to our existing customers. SaveLocal, which is a new online tool that helps small businesses run local deals, gives merchants control of the deal and allows small businesses to incentivize social sharing to attract qualified new customers, and drive repeat business at an affordable price. In June 2012, we began offering SaveLocal to the broader market.

 

   

In June 2012, we acquired SinglePlatform, a company that helps small businesses get discovered through web and mobile searches by providing a single place to update important business information. SinglePlatform enables businesses to reach more than 200 million consumers across its extensive publishing network, which includes network sites such as Foursquare, New York Times, YP and Urbanspoon. See also Note 3, Acquisitions, of the Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

Key Financial and Operating Metrics

In connection with the ongoing operation of our business, our management regularly reviews key financial and operating metrics. Given our growth strategy, we pay particular attention to customer life-time value, customer acquisition metrics, number of products per customer and average revenue per customer. We also consider other financial and operating metrics such as revenue, gross margin, expenses, trialer growth, customer attrition, customer satisfaction rates, success in cross selling and growing customer list sizes, average speed of answer for customer support calls, email deliverability rates and capital expenditures, among others. Management considers these financial and operating metrics critical to understanding and improving our business, reviewing our historical performance, benchmarking our performance versus other companies and identifying current and future trends, and for planning purposes.

In addition, we consider the following non-GAAP financial measures to be key indicators of our financial performance:

 

   

“adjusted EBITDA,” which we define as GAAP net income (loss) plus depreciation and amortization and stock-based compensation, and adjusted for interest and other income (expense) and income taxes;

 

   

“adjusted EBITDA margin,” which we define as adjusted EBITDA divided by revenue;

 

   

“non-GAAP net income,” which we define as GAAP net income (loss) plus stock-based compensation and adjusted for the non-cash portion of income taxes; and

 

   

“free cash flow,” which we define as net cash flow from operating activities less acquisition of property and equipment.

We believe that these non-GAAP financial measures are useful to management and investors in evaluating our operating performance for the periods presented and provide a tool for evaluating our ongoing operations. These non-GAAP financial measures, however, are not a measure of financial performance under accounting principles generally accepted in the United States of America, or GAAP, and should not be considered a substitute for GAAP financial measures, including but not limited to net income (loss) or cash flows from operating, investing and financing activities and may not be comparable to similarly titled measures reported by other companies.

Certain Trends and Uncertainties

The following represents a summary of certain trends and uncertainties, which could have a significant impact on our financial condition and results of operations. This summary is not intended to be a complete list of potential trends and uncertainties that could impact our business in the long or short term. The summary should be considered along with the factors set forth under Part II. Item 1A —”Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.

 

   

We continue to closely monitor current economic conditions both in the U.S. and abroad, particularly as they impact small businesses, associations and non-profits. We believe that small organizations continue to experience some amount of economic hardship. If this economic hardship continues or worsens, our financial results could be adversely impacted.

 

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Our long term strategy is substantially dependent on our ability to continue to generate interest in our existing products and to expand our product offerings to serve the online marketing needs of small businesses, associations and non-profits. If we fail to do either of these, our financial results could be adversely impacted.

 

   

We believe that given the size of our potential market and the relatively low barriers to entry, competition will continue to increase. Increased competition could result from existing competitors or new competitors that enter the market because of the potential opportunity. We will continue to closely monitor competitive activity and respond accordingly. Increased competition could have an adverse effect on our financial condition and results of operations.

 

   

In connection with our acquisition of SinglePlatform, we incurred an obligation to the former shareholders of SinglePlatform to pay additional cash consideration of up to $30.0 million, contingent on the fulfillment of certain revenue targets over the next two years, measured in six month intervals. Based on certain assumptions and estimates, we recorded an estimated liability of $12.2 million as of the acquisition date, which did not change as of June 30, 2012. We will assess these assumptions and estimates on a quarterly basis. Changes in the estimated liability related to updated assumptions and estimates and to the actual revenue achievement will be recognized within the consolidated statements of operations. If our assumptions and estimates change significantly or if actual revenue achievement is significantly different than our estimates, our results of operations and cash flows could be materially affected. See also Note 3, Acquisitions, of the Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q. In addition, our operating results could be adversely impacted if we fail to successfully integrate SinglePlatform, if we fail to continue to successfully sell SinglePlatform’s product or if the acquisition significantly disrupts our ongoing operations.

 

   

We believe that as we continue to grow revenue at expected rates, our cost of revenue and operating expenses, including sales and marketing, research and development and general and administrative expenses, will increase in absolute dollar amounts. For a description of the general trends we anticipate in various expense categories, see “Cost of Revenue and Operating Expenses” below.

Sources of Revenue

We derive our revenue principally from subscription fees from our customers. Our revenue is driven primarily by the number of paying customers and the subscription fees for our products and is not concentrated within any one customer or group of customers. In 2011, our top 100 customers accounted for less than 1% of our total revenue. We do not require our customers to commit to a contractual term; however, our customers are required to prepay for subscriptions on a monthly, semi-annual, or annual basis by providing a credit card or bank check. Fees are recorded initially as deferred revenue and then recognized as revenue on a daily basis over the prepaid subscription period.

We also generate a small amount of revenue from ancillary services related to our products, which primarily consist of custom services and training through our experts program. Revenue generated from professional services and training accounted for approximately 1% of gross revenue through the first half of 2012 and 2011. In February 2012, we launched our SaveLocal product for which we charge a fee based on the number of deals sold by our customers. We have not yet generated significant revenue from this product. On June 12, 2012,we acquired SinglePlatform. We will continue to sell SinglePlatform’s subscription-based product. Our financial results for the second quarter of 2012 did not reflect significant revenue from SinglePlatform.

Cost of Revenue and Operating Expenses

We allocate certain occupancy and general office related expenses, such as rent, utilities, office supplies and depreciation of general office assets to cost of revenue and operating expense categories based on headcount. As a result, an occupancy expense allocation is reflected as personnel related costs in cost of revenue and each operating expense category.

Cost of Revenue. Cost of revenue consists primarily of wages and benefits for software operations and customer support personnel, credit card processing fees and depreciation and amortization, maintenance and hosting of our software applications underlying our product offerings. We allocate a portion of customer support costs relating to assisting trial customers to sales and marketing expense.

 

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The expenses related to our hosted software applications are affected by the number of customers who subscribe to our products and the complexity and redundancy of our software applications and hosting infrastructure. We expect cost of revenue to increase in absolute dollars as we expect to increase our number of customers but to decrease as a percentage of revenue over time as we gain efficiencies created by our expected revenue growth and cost savings.

Research and Development. Research and development expenses consist primarily of wages and benefits for product strategy and development personnel. We have focused our research and development efforts on improving ease of use, functionality and technological scalability of our existing products as well as on the development of new product offerings. We primarily expense research and development costs. However, direct development costs related to software enhancements that add functionality are capitalized and amortized over their useful life. We expect that in 2012 our research and development expenses will increase both in absolute dollars and as a percentage of revenue due to our expanded investment in our product roadmap, inclusive of our investment in SinglePlatform. Over the longer term we expect our research and development expenses to increase in absolute dollars but decrease as a percentage of revenue as we expect to grow our revenue at a faster rate.

Sales and Marketing. Sales and marketing expenses consist primarily of advertising and promotional costs, wages and benefits for sales and marketing personnel, partner referral fees and the portion of customer support costs that relate to assisting trial customers. Advertising costs consist primarily of pay-per-click advertising with search engines, other online and offline advertising media, including television and radio, as well as the costs to create and produce these advertisements. Advertising costs are expensed as incurred. Promotional costs consist primarily of public relations, memberships and event costs. In order to continue to grow our business and brand and category awareness, inclusive of our investments in the SinglePlatform business, we expect that we will continue to commit substantial resources to our sales and marketing efforts. As a result, we expect sales and marketing expenses will increase in absolute dollars, but over time decrease as a percentage of revenue as we expect to grow our revenue at a faster rate.

General and Administrative. General and administrative expenses consist primarily of wages and benefits for administrative, human resources, internal information technology support, finance and accounting personnel, professional fees, board compensation and expenses, certain taxes and other corporate expenses. We expect that general and administrative expenses will increase as we continue to add personnel in connection with the anticipated growth of our business, inclusive of our acquisitions, and incur costs related to operating as a public company. Therefore, we expect that our general and administrative expenses will increase in absolute dollars, but over time decline slightly as a percentage of revenue as we expect to grow our revenue at a faster rate.

Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with GAAP. The preparation of our financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, revenue, costs and expenses, and related disclosures. We believe that of our significant accounting policies, which are described in the notes to the condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the SEC, the following accounting policies involve the most judgment and complexity:

 

   

Revenue recognition;

 

   

Income taxes;

 

   

Goodwill and acquired intangible assets;

 

   

Fair value of financial instruments;

 

   

Software and website development costs; and

 

   

Stock-based compensation.

Accordingly, we believe the policies set forth above are critical to fully understanding and evaluating our financial condition and results of operations. If actual results or events differ materially from the estimates, judgments and assumptions used by us in applying these policies, our reported financial condition and results of operations could be materially affected.

 

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There have been no material changes in our critical accounting policies since December 31, 2011, except with respect to the addition to our revenue recognition policy to accommodate our new SaveLocal product, which is described in “Sources of Revenue” above and which policy is described in more detail in Note 2, Summary of Significant Accounting Policies, of the Notes to the Condensed Consolidated Financial Statements appearing elsewhere in this Quarterly Report on Form 10-Q. For further information please see the discussion of critical accounting policies included in our Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the SEC.

Results of Operations

Three Months Ended June 30, 2012 compared to Three Months Ended June 30, 2011

Revenue

 

     Three Months Ended June 30,         
     2012      2011      Change  
     (Dollars in thousands)         

Revenue

   $ 62,072       $ 52,527         18 %

Revenue increased by $9.5 million from 2011 to 2012. The increase resulted primarily from an approximately 12% increase in the number of average monthly customers and an approximately 6% increase in average revenue per customer. The increase in average revenue per customer was due to an increase in average customer list size and from add-ons to our email marketing product and an increase in pricing for our event marketing product. We expect our average revenue per customer to increase over time.

Cost of Revenue

 

     Three Months Ended June 30,        
     2012     2011     Change  
     (Dollars in thousands)        

Cost of revenue

   $ 18,434      $ 15,233        21 %

Percent of revenue

     30 %     29 %  

Cost of revenue increased by $3.2 million from 2011 to 2012. The increase resulted primarily from increased customer support personnel costs of $1.5 million to support our customer growth and increased personnel costs of $428,000 in our operations group to manage our infrastructure. Depreciation, hosting and maintenance costs increased by $1.2 million as a result of scaling and adding capacity to our hosting infrastructure inclusive of the effects of transitioning to a new datacenter in California in 2011.

Research and Development

 

     Three Months Ended June 30        
     2012     2011     Change  
     (Dollars in thousands)        

Research and development

   $ 9,804      $ 7,549        30 %

Percent of revenue

     16     14  

Research and development expenses increased by $2.3 million from 2011 to 2012. The increase was due primarily to additional personnel related costs as a result of our continued hiring of research and development employees as well as an increase in consulting expense incurred, both to further develop and enhance our products.

Sales and Marketing

 

     Three Months Ended June 30,        
     2012     2011     Change  
     (Dollars in thousands)        

Sales and marketing

   $ 25,836      $ 22,515        15 %

Percent of revenue

     42 %     43 %  

Sales and marketing expenses increased by $3.3 million from 2011 to 2012. The increase in absolute dollars consisted in large part of increased personnel related costs of $2.5 million primarily as a result of adding employees related to customer acquisition, cross-selling to our customer base and enabling increased usage and better retention. Partner referral fees increased by $556,000 as the number of new customers generated from our partners increased.

 

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General and Administrative

 

     Three Months Ended June 30        
     2012     2011     Change  
     (Dollars in thousands)        

General and administrative

   $ 8,404      $ 5,918        42 %

Percent of revenue

     14 %     11 %  

General and administrative expenses increased by $2.5 million from 2011 to 2012. The increase was due primarily to additional personnel related costs of $1.5 million largely as a result of increasing the number of general and administrative employees to support our overall growth. We also incurred an increase of approximately $1.0 million in consulting and professional services fees. Approximately $511,000 of this increase consisted of transaction costs associated with our acquisition of SinglePlatform in June 2012 and the remainder of the increase was associated with the growth of our business. We incurred $574,000 of transactions costs in the three months ended June 30, 2012 as compared to $63,000 in the second quarter of 2011.

Interest income and other income (expense), net

 

     Three Months Ended June 30,         
     2012      2011      Change  
     (Dollars in thousands)         

Interest income and other income (expense) net

   $ 62       $ 95         (35 )%

Interest income and other income (expense), net decreased by $33,000 from 2011 to 2012 due primarily to a decrease in interest earned on our investment portfolio.

Income Taxes

For the three months ended June 30, 2012, we recorded an income tax expense of $118,000. For the three months ended June 30, 2011, we recorded an income tax expense of $133,000. Income tax is related to federal, state, and to a lesser extent, foreign tax obligations. Our effective tax rate may vary from period to period based on changes in estimated taxable income or loss, changes to federal, state or foreign tax laws, deductibility of certain costs and expenses, and as a result of acquisitions. For the three months ended June 30, 2012, our effective tax rate varied from the statutory tax rate primarily due to the book expense related to incentive stock options, which is non-deductable for tax purposes, offset by state research and development credits that reduced our tax benefit and by non-deductable transaction expenses we incurred that were treated as a discrete item and reduced our tax benefit.

During 2011, we had recorded a full valuation allowance against our net deferred tax assets, which allowance was released in the fourth quarter of 2011. For the three months ended June 30, 2011, our income tax expense consisted of a current income tax expense of $54,000 and a deferred income tax expense of $79,000. The current income tax expense recorded related to our net income for the period multiplied by our estimated annual effective tax rate for 2011. The deferred income tax expense related to the amortization for tax purposes of goodwill from the acquisition of Bantam Networks.

Six Months Ended June 30, 2012 compared to Six Months Ended June 30, 2011

Revenue

 

     Six Months Ended June 30,         
     2012      2011      Change  
     (Dollars in thousands)         

Revenue

   $ 122,010       $ 102,542         19 %

Revenue increased by $19.5 million from 2011 to 2012. The increase resulted primarily from an approximately 13% increase in the number of average monthly customers and an approximately 6% increase in average revenue per customer. The increase in average revenue per customer was due to an increase in average customer list size and from add-ons to our email marketing product and an increase in pricing for our event marketing product. We expect our average revenue per customer to increase over time.

 

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Cost of Revenue

 

     Six Months Ended June 30,        
     2012     2011     Change  
     (Dollars in thousands)        

Cost of revenue

   $ 36,033      $ 29,916        20 %

Percent of revenue

     30 %     29 %  

Cost of revenue increased by $6.1 million from 2011 to 2012. The increase resulted primarily from increased customer support personnel costs of $3.1 million to support our customer growth and increased personnel costs of $615,000 in our operations group to manage our infrastructure. Depreciation, hosting and maintenance costs increased by $1.8 million as a result of scaling and adding capacity to our hosting infrastructure inclusive of the effects of transitioning to a new datacenter in California in 2011.

Research and Development

 

     Six Months Ended June 30        
     2012     2011     Change  
     (Dollars in thousands)        

Research and development

   $ 19,275      $ 14,987        29 %

Percent of revenue

     16     15  

Research and development expenses increased by $4.3 million from 2011 to 2012. The increase was due primarily to additional personnel related costs as a result of our continued hiring of research and development employees as well as an increase in consulting expense incurred, both to further develop and enhance our products.

Sales and Marketing

 

     Six Months Ended June 30,        
     2012     2011     Change  
     (Dollars in thousands)        

Sales and marketing

   $ 51,554      $ 46,749        10 %

Percent of revenue

     42 %     46 %  

Sales and marketing expenses increased by $4.8 million from 2011 to 2012. The increase in absolute dollars consisted in large part of increased personnel related costs of $5.0 million primarily as a result of adding employees related to customer acquisition, cross-selling to our customer base and enabling increased usage and better retention. Partner referral fees increased by $1.1 million as the number of new customers generated from our partners increased. These increases were partially offset by a decrease of $2.2 million of advertising and promotional expenditures due primarily to a change in the mix and timing of advertising campaigns.

General and Administrative

 

     Six Months Ended June 30        
     2012     2011     Change  
     (Dollars in thousands)        

General and administrative

   $ 15,968      $ 11,696        37 %

Percent of revenue

     13 %     11 %  

General and administrative expenses increased by $4.3 million from 2011 to 2012. The increase was due primarily to additional personnel related costs of $3.1 million largely as a result of increasing the number of general and administrative employees to support our overall growth. We also incurred an increase of approximately $1.3 million in consulting and professional services fees. Approximately $458,000 of this increase consisted of transaction costs associated with our acquisitions and the remainder of the increase was associated with the growth of our business. We incurred $722,000 of transactions costs in the six months ended June 30, 2012 as compared to $264,000 in the first half of 2011.

 

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Interest income and other income (expense), net

 

     Six Months Ended June 30,         
     2012      2011      Change  
     (Dollars in thousands)         

Interest income and other income (expense) net

   $ 133       $ 184         (28 )%

Interest income and other income (expense), net decreased by $51,000 from 2011 to 2012 due primarily to a decrease in interest earned on our investment portfolio.

Income Taxes

For the six months ended June 30, 2012, we recorded an income tax benefit of $443,000. For the six months ended June 30, 2011, we recorded an income tax benefit of $53,000. Income tax is related to federal, state, and to a lesser extent, foreign tax obligations. Our effective tax rate may vary from period to period based on changes in estimated taxable income or loss, changes to federal, state or foreign tax laws, deductibility of certain costs and expenses, and as a result of acquisitions. For the six months ended June 30, 2012, our effective tax rate varied from the statutory tax rate primarily due to the book expense related to incentive stock options, which is non-deductable for tax purposes, partially offset by state research and development credits that reduced our tax benefit and by non-deductable transaction expenses we incurred that were treated as a discrete item and reduced our tax benefit.

During 2011, we had recorded a full valuation allowance against our net deferred tax assets, which allowance was released in the fourth quarter of 2011. Our income tax benefit in the six months ended June 30, 2011 consisted of a current income tax benefit of $211,000 and a deferred income tax expense $158,000. The current income tax benefit recorded related to our net loss for the period multiplied by our estimated annual effective tax rate for 2011. The deferred income tax expense related to the amortization for tax purposes of goodwill from the acquisition of Bantam Networks.

Liquidity and Capital Resources

During the first half of 2012 and 2011, we funded our operations with cash flows generated from operations. At June 30, 2012, our principal sources of liquidity were cash and cash equivalents and marketable securities of $81.1 million.

Net cash provided by operating activities was $16.1 million and $16.6 million for the six months ended June 30, 2012 and 2011, respectively. The slight decrease in cash provided by operations in 2012 was due primarily to an increase in cash used by working capital accounts and in increase in deferred tax assets partially offset by a lower net loss in the first half of 2012 as compared the first half of 2011 and an increases in the add-backs of non-cash expense items such as depreciation and amortization and stock-based compensation expense. Cash provided by operating activities has historically been affected by the amount of net income (loss), growth in prepaid subscriptions, changes in working capital accounts and the timing of rent payment and add-backs of non-cash expense items such as depreciation and amortization and the expense associated with stock-based awards as well as changes in deferred taxes.

Net cash used in investing activities was $48.7 million in the six months ended June 30, 2012 as compared to net cash used in investing activities of $26.7 million for the six months ended June 30, 2011. Net cash used in investing activities in the first six months of 2012 consisted primarily of cash paid to purchase SinglePlatform, CardStar and to acquire property and equipment partially offset by net cash provided by marketable securities transactions. In January 2012, we completed the acquisition of CardStar for $5.8 million. In June 2012, we completed the acquisition of SinglePlatform for a cash payment of $62.7 million (net of cash acquired). Net cash used in investing activities in the first half of 2011 consisted primarily of cash paid to purchase substantially all of the assets of Bantam Networks, LLC and to acquire property and equipment as well as net cash used by marketable securities transactions. In February 2011, we completed the acquisition of substantially all of the assets of Bantam Networks, LLC, excluding cash, for $15.0 million. Acquisition of property and equipment of $10.6 million and $8.8 million in the six month periods ended June 30, 2012 and 2011, respectively, consisted of the purchase of computer equipment for our operations and employees, furniture and leasehold improvements and the capitalization of certain software development costs. In 2011, we transitioned to a new third-party hosting facility in California and made capital expenditures in 2011 for equipment to be used in the new facility. We made additional capital expenditures during 2012 to increase capacity of our operational equipment. We increased the amount of space we occupied under our corporate headquarters lease in 2010 and acquired property and equipment to outfit the additional space in 2011. We also acquired property and equipment to accommodate growth in our sales and support office in Colorado in 2012. During the six months ended June 30, 2012 and 2011, we capitalized $3.2 million and $1.9 million, respectively, of costs associated with the development of internal use software.

 

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Net cash provided by financing activities was $4.3 million and $2.7 million for the six months ended June 30, 2012 and 2011, respectively. Net cash provided by financing activities in the first half of both 2012 and 2011 consisted of proceeds from stock issued pursuant to the exercise of stock options and to the employee stock purchase plan as well as the income tax benefit from the exercise of stock options in the first half of 2012 only.

As of December 31, 2011, we had federal and state net operating loss carry-forwards of $48.2 million and $2.5 million, respectively, which we intend to use to the extent available, to offset payments of future federal and state income tax liabilities. If unused, our net operating loss carry-forwards expire at various dates through 2031 for federal and 2016 for state income tax purposes.

Contractual Obligations

We lease our headquarters under an operating lease that is effective through September 2015 with one five-year extension option. We lease office space in Colorado for a sales and support office under an operating lease that expires in April 2019 with three three-year extension options. We also lease small amounts of general office space in Florida, New York, California and the United Kingdom under lease agreements that expire at various dates through 2017.

We have agreements with two affiliated vendors to provide specialized space and equipment and related services from which we host our software application. The agreements include payment commitments that expire at various dates through mid-2017.

As of June 30, 2012 we have a contingent consideration obligation to the former shareholders of SinglePlatform under which we are obligated to pay cash consideration of up to $30.0 million, which is contingent on the fulfillment by SinglePlatform of certain revenue targets within the period from July 1, 2012 to June 30, 2014, measured in six month intervals. Using a discounted cash flow method and a probability weighted estimate of future revenue, we recorded an estimated liability of $12.2 million (a level 3 fair value measurement) as of June 30, 2012. We estimate the undiscounted range of pay-out outcomes for the contingent consideration to be $0 to $21.1 million. The significant unobservable inputs used in the fair value measurement of contingent consideration are the probabilities of successful achievement of the targeted revenues and the discount rate. We expect to pay $13.2 million over the next two years based on our undiscounted probability weighted estimate of future revenue.

As of June 30, 2012, we had issued both cancellable and non-cancellable purchase orders and entered into contractual commitments with various vendors totaling $19.3 million. This amount relates primarily to marketing programs and other non-marketing related goods and services to be delivered over the next twelve months.

The following table summarizes our contractual obligations at June 30, 2012, and the effect such obligations are expected to have on our liquidity and cash flow in future periods.

 

     Payments Due In  
     Total      Less Than
1 Year
     1 - 3 Years      3 - 5 Years      More Than
5 Years
 
     (In thousands)  

Office lease obligations

   $ 25,075       $ 6,189       $ 12,737       $ 4,255       $ 1,894   

Hosting facility agreements

     18,160         4,258         7,406         6,385         111   

Contingent consideration associated with acquisition of SinglePlatform, Corp. (undiscounted)

     13,184         6,455         6,729         

Vendor commitments

     19,257         19,257         —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 75,676       $ 36,159       $ 26,872       $ 10,640       $ 2,005   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Our future capital requirements may vary materially from those now planned and will depend on many factors, including, but not limited to, development of new products, market acceptance of our products, the levels of advertising and promotion required to launch additional products and improve our competitive position in the marketplace, the expansion of our sales, support and marketing organizations, the establishment of additional offices in the United States and worldwide and the building of infrastructure necessary to support our anticipated growth, the response of competitors to our products and our relationships with suppliers and customers. Since the introduction of our on-demand email marketing product in 2000, we have experienced increases in our expenditures consistent with the growth in our operations and personnel, and we anticipate that our expenditures will continue to increase on an absolute dollar basis in the future.

 

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We believe that our current cash, cash equivalents and marketable securities and operating cash flows will be sufficient to meet our working capital and capital expenditure requirements for at least the next twelve months. Thereafter, we may need to raise additional funds through public or private financings or borrowings to fund our operations, develop or enhance products, to fund expansion, to respond to competitive pressures or to acquire complementary products, businesses or technologies. If required, additional financing may not be available on terms that are favorable to us, or at all. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders will be reduced and these securities might have rights, preferences and privileges senior to those of our current stockholders or we may be subject to covenants that restrict how we conduct our business. No assurance can be given that additional financing will be available or that, if available, such financing can be obtained on terms favorable to our stockholders and us.

During the last three years, inflation and changing prices have not had a material effect on our business. We are unable to predict whether inflation or changing prices will materially affect our business in the foreseeable future.

Off-Balance Sheet Arrangements

We do not engage in any off-balance sheet financing activities. We do not have any interest in entities referred to as variable interest entities, which include special purpose entities and other structured finance entities.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Exchange Risk. Significantly all of our revenue and expenses are denominated in U.S. dollars. Accordingly, our results of operations and cash flows are not subject to material fluctuations due to changes in foreign currency exchange rates. However, as we increase our operations in international markets we will become increasingly exposed to changes in currency exchange rates. The economic impact of currency exchange rate movements is often linked to variability in real growth, inflation, interest rates, governmental actions and other factors. These changes, if material, could cause us to adjust our financing and operating strategies.

Interest Rate Sensitivity. We had cash and cash equivalents and marketable securities of $81.1 million at June 30, 2012, which consisted of cash, government securities, corporate and agency bonds, certificates of deposit and money market instruments. Interest income is sensitive to changes in the general level of U.S. interest rates; however, due to the nature of these investments, we do not believe that we have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2012. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it 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. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2012, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

(b) Changes in Internal Control over Financial Reporting.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended June 30, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, in our opinion, would have a material adverse effect on our business, results of operations or financial condition.

Item 1A. Risk Factors

Our business is subject to numerous risks. We caution you that the following important factors, among others, could cause our actual results to differ materially from those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors and oral statements. Any or all of our forward-looking statements in this Quarterly Report on Form 10-Q and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Many factors mentioned in the discussion below will be important in determining future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially from those anticipated in forward-looking statements. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosure we make in our reports filed with the SEC.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

If we are unable to attract new customers and retain existing customers on a cost-effective basis, our business and results of operations will be affected adversely.

To succeed, we must continue to attract and retain a large number of customers on a cost-effective basis. We rely on a variety of methods to attract new customers, such as paying providers of online services, search engines, directories and other websites to provide content, advertising banners and other links that direct customers to our website, television and radio advertising and the inclusion of a link to our website in substantially all of our customers’ emails. In addition, we are committed to providing our customers with a high level of support. As a result, we believe many of our new customers are referred to us by existing customers. However, customers cancel their accounts for many reasons, including economic concerns, business failure or a perception that they do not use our product effectively, the service is not a good value and that they can manage their online marketing efforts without our products. In some cases, we terminate an account because the customer fails to comply with our standard terms and conditions. As our customer base continues to grow, even if our customer retention rates remain the same on a percentage basis, the absolute number of customers we lose each month will increase. We must continually add new customers to replace customers whose accounts are cancelled or terminated, which may involve significantly higher marketing expenditures than we currently anticipate. If we are unable to use any of our current marketing initiatives or the cost of such initiatives were to significantly increase or such initiatives or our efforts to satisfy our existing customers are not successful, we may not be able to attract new customers or retain existing customers on a cost-effective basis and, as a result, our business and results of operations would be affected adversely.

Our business is substantially dependent on the market for email marketing services for small organizations.

We derive, and expect to continue to derive, a substantial portion of our revenue from our email marketing product for small organizations, including small businesses, associations and non-profits. For the year ended December 31, 2011, our revenue from our email marketing product alone was approximately 88% of our total revenue. Widespread acceptance of email marketing among small organizations will continue to be critical to our future growth and success. There is no certainty regarding how the market for email marketing will continue to develop, or whether it will experience any significant contractions. Our ability to attract and retain customers will depend in part on our ability to make email marketing convenient, effective and affordable. If small organizations determine that email marketing does not sufficiently benefit them or utilize alternative or new electronic methods of communicating with their customers, existing customers may cancel their accounts and potential customers may decide not to adopt email marketing. If the market for email marketing services fails to continue to grow or grows more slowly than we currently anticipate, demand for our services may decline and our revenue would suffer.

 

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Our growth strategy requires us to expand our product offerings beyond email marketing and this expansion may not be successful.

We have traditionally focused our business on providing our email marketing product for small organizations, but in the last few years we have expanded our product offerings. In 2007, we introduced our survey product and our add-on email archive service that enables our customers to archive their past email campaigns. In 2009, we launched our event marketing product. Through our acquisition of Nutshell Mail, Inc., which we completed in May 2010, we now provide a tool for small organizations to monitor and engage with social media networks. In January 2012, we launched our Social Campaigns product which allows small businesses the ability to run multi-step, results-oriented campaigns on their social networks. Also, in January 2012, we announced the acquisition of CardStar, a leading developer of mobile applications that extend the use of loyalty cards and mobile coupons among consumers. In February 2012, we announced the introduction of our new SaveLocal product, which makes it quick and easy for our customers to create, run and manage local deals. In June 2012, we accounced the acquisition of SinglePlatform, a company that helps small business get discovered through web and mobile searches by providing a single place to update relevant business information. Our efforts to introduce new products beyond our email marketing product, including our event marketing and survey products, our social media marketing offerings, CardStar, SaveLocal and the SinglePlatform product, may not result in significant revenue growth, may not be complementary to our email marketing product, may not be timely, may divert management resources from our existing operations and require us to commit significant financial resources to an unproven business or product, which may harm our financial performance.

Current economic conditions may further negatively affect the small business sector, which may cause our customers to terminate existing accounts with us or cause potential customers to fail to purchase our products, resulting in a decrease in our revenue and impairing our ability to operate profitably.

Our products are designed specifically for small organizations, including small businesses, associations and non-profits. These organizations frequently have limited budgets and are often resource and time-constrained and, as a result, may be more likely to be significantly affected by economic downturns than their larger, more established counterparts. We believe that small organizations continue to experience some amount of economic hardship. As a result, small organizations may choose to spend the limited funds that they have on items other than our products and may experience higher failure rates. Moreover, if small organizations experience economic distress, they may be unwilling or unable to expend time and financial resources on marketing, which would negatively affect the overall demand for our products, increase customer attrition and could cause our revenue to decline. There can be no assurance, therefore, that current economic conditions or worsening economic conditions, or a recurring recession, will not have a significant adverse impact on our operating and financial results.

U.S. federal legislation and the laws of many foreign countries impose certain obligations on the senders of commercial emails, which could minimize the effectiveness of our products, particularly our email marketing product, and establish financial penalties for non-compliance, which could increase the costs of our business.

The Federal Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, or the CAN-SPAM Act, establishes certain requirements for commercial email messages and specifies penalties for the transmission of commercial email messages that are intended to deceive the recipient as to source or content. The CAN-SPAM Act, among other things, obligates the sender of commercial emails to provide recipients with the ability to opt out of receiving future emails from the sender. In addition, some states have passed laws regulating commercial email practices that are significantly more punitive and difficult to comply with than the CAN-SPAM Act, particularly Utah and Michigan, which have enacted do-not-email registries listing minors who do not wish to receive unsolicited commercial email that markets certain covered content, such as adult or other harmful products. Some portions of these state laws may not be preempted by the CAN-SPAM Act. The ability of our customers’ constituents to opt out of receiving commercial emails may minimize the effectiveness of our products. Moreover, non-compliance with the CAN-SPAM Act carries significant financial penalties. If we were found to be in violation of the CAN-SPAM Act, applicable state laws not preempted by the CAN-SPAM Act, or foreign laws regulating the distribution of commercial email such as the laws of Canada and the United Kingdom, whether as a result of violations by our customers or if we were deemed to be directly subject to and in violation of these requirements, we could be required to pay penalties, which would adversely affect our financial performance and significantly harm our business, and our reputation would suffer. We also may be required to change one or more aspects of the way we operate our business, which could impair our ability to attract and retain customers or could increase our operating costs.

 

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If the security of our customers’ confidential information stored in our systems is breached or otherwise subjected to unauthorized access, our reputation may be severely harmed, we may be exposed to liability and we may lose the ability to offer our customers a credit card payment option.

Our system stores our customers’ proprietary email distribution lists, credit card information and other critical data. Any accidental or willful security breaches or other unauthorized access could expose us to liability for the loss of such information, adverse regulatory action by federal and state governments, time-consuming and expensive litigation and other possible liabilities as well as negative publicity, which could severely damage our reputation. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in our software are exposed and exploited, and, as a result, a third party obtains unauthorized access to any of our customers’ data, our relationships with our customers will be severely damaged, and we could incur significant liability. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched against a target, we and our third-party hosting facilities may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, as we continue to grow our customer base and our brand becomes more widely known and recognized, we may become a more inviting target for third parties seeking to compromise our security systems. Many states, including Massachusetts, have enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal data. These mandatory disclosures regarding a security breach often lead to widespread negative publicity, which may cause our customers to lose confidence in the effectiveness of our data security measures. Any security breach, whether actual or perceived, would harm our reputation, and we could lose customers and fail to acquire new customers. In addition, if we fail to maintain our compliance with the data protection policy standards adopted by the major credit card issuers, we could lose our ability to offer our customers a credit card payment option. Any loss of our ability to offer our customers a credit card payment option would harm our reputation and make our products less attractive to many small organizations by negatively impacting our customer experience and significantly increasing our administrative costs related to customer payment processing.

Our existing general liability insurance may not cover any, or only a portion of any, potential claims related to security breaches to which we are exposed or may not be adequate to indemnify us for all or any portion of liabilities that may be imposed. Any imposition of liability that is not covered by insurance or is in excess of insurance coverage would increase our operating losses and reduce our net worth.

The market in which we participate is highly competitive and, if we do not compete effectively, our operating results could be harmed.

The market for our products is highly competitive and rapidly changing, and the barriers to entry are relatively low. With the introduction of new technologies and the influx of new entrants to the market, we expect competition to persist and intensify in the future, which could harm our ability to increase sales, limit customer attrition and maintain our prices.

Our principal email marketing competitors include providers of email marketing products for small to medium size businesses such as AWeber Systems, Inc., iContact Corporation, a subsidiary of Vocus, Inc., Protus, a subsidiary of j2 Global Communications, Inc. (Campaigner®), The Rocket Science Group LLC (MailChimp™), Vertical Response, Inc. and Vistaprint N.V. These vendors typically charge a low monthly entry fee or a low fee per number of emails sent and, in some cases, they have a free offering. Competition could result in reduced sales, reduced margins or the failure of our email marketing product to achieve or maintain more widespread market acceptance, any of which could harm our business. In addition, there are a number of other vendors that are focused on providing email marketing products for larger organizations, including Alterian Inc., CheetahMail, Inc. (a subsidiary of Experian Group Limited), ExactTarget Inc., Responsys Inc., Silverpop Systems Inc. and StrongMail Systems, Inc. While we do not compete currently with vendors of email marketing products serving larger customers, we may face future competition from these providers if they determine that our target market presents an opportunity for them. Finally, in the future, our email marketing product may experience competition from Internet Service Providers, or ISPs, advertising and direct marketing agencies and other large established businesses, such as Microsoft Corporation or Google Inc., possessing large, existing customer bases, substantial financial resources and established distribution channels. If these companies decide to develop, market or resell competitive email marketing products, acquire one of our existing competitors or form a strategic alliance with one of our competitors, our ability to compete effectively could be significantly compromised and our operating results could be harmed. In addition, one or more of these entities could decide to offer a competitive email marketing product at no cost or low cost in order to generate revenue as part of a larger product offering.

 

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Our other products also face intense competition. Our event marketing product competes with offerings by Eventbrite, Inc., Evite, LLC (a wholly-owned, operating business of IAC/InterActiveCorp) and Regonline (a division of The Active Network, Inc.). Our Social Campaigns product competes with offerings by Offerpop Corporation, Pagemodo, a Webs Company, Vocus Social Media LLC doing business as North Social and Wildfire Interactive, Inc. Our survey product competes with similar offerings by Surveymonkey.com Corporation and Widgix, LLC doing business as SurveyGizmo. Our SaveLocal product competes with offerings by Groupon, Inc., LivingSocial, Inc., Amazon Local™ and Googleoffers™. Our SinglePlatform product completes with offerings by Yext, Inc.

Our current and potential competitors may have significantly more financial, technical, marketing and other resources than we do and may be able to devote greater resources to the development, promotion, sale and support of their products. Our current and potential competitors may have more extensive customer bases and broader customer relationships than we have. In addition, these companies may have longer operating histories and greater name recognition than we have and may be able to bundle email marketing, event marketing or survey products with other products that have already gained widespread market acceptance and offer them at no cost or low cost. These competitors may be better able to respond quickly to new technologies and to undertake more extensive marketing campaigns. If we are unable to compete with such companies, the demand for our products could substantially decline.

Any significant disruption in service on our website or in our computer systems, or in our customer support services, could result in a loss of customers.

The satisfactory performance, reliability and availability of our technology and our underlying network infrastructure are critical to our operations, level of customer service, reputation and ability to attract new customers and retain existing customers. In providing our services, we rely on third-party hosting facilities, bandwidth providers, ISPs and mobile networks. Our production system hardware and the disaster recovery operations for our production system hardware are co-located in third-party hosting facilities. These facilities do not guarantee that our customers’ access to our products will be uninterrupted, error-free or secure. Our operations also depend on the ability of our third-party hosting facilities to protect their and our systems against damage or interruption from natural disasters, power or telecommunications failures, air quality, temperature, humidity and other environmental concerns, computer viruses or other attempts to harm our systems, criminal acts and similar events. In the event that our third-party hosting arrangements are terminated, or there is a lapse of service or damage to these facilities, we could experience interruptions in our service as well as delays and additional expense in arranging new facilities. In addition, our customer support services, which are located at our headquarters in Waltham, Massachusetts and at our sales and support office in Loveland, Colorado, would experience interruptions as a result of any disruption of electrical, phone or any other similar facility support services. Any interruptions or delays in access to our products or customer support, whether as a result of third-party error, our own error, natural disasters, security breaches or malicious actions, such as denial-of-service or similar attacks, whether accidental or willful, could harm our relationships with customers and our reputation. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These factors could damage our brand and reputation, divert our employees’ attention, reduce our revenue, subject us to liability and cause customers to cancel their accounts, any of which could adversely affect our business, financial condition and results of operations.

Our production disaster recovery system is located at one of our third-party hosting facilities. Our corporate disaster recovery system is located at our headquarters in Waltham, Massachusetts. Neither system provides real time backup or has been tested under actual disaster conditions and neither system may have sufficient capacity to recover all data and services in the event of an outage. In the event of a disaster in which our production system hardware and the disaster recovery operations for our production system hardware are irreparably damaged or destroyed, we would experience interruptions in access to our products. Moreover, our headquarters and our production system hardware are located within several miles of each other. As a result, any regional disaster could affect these locations equally. Any or all of these events could cause our customers to lose access to our products, which will harm our business and results of operations.

If the delivery of our customers’ emails is limited or blocked, customers may cancel their accounts.

ISPs can block emails from reaching their users. The implementation of new or more restrictive policies by ISPs may make it more difficult to deliver our customers’ emails. We continually improve our own technology and work closely with ISPs to maintain our deliverability rates. If ISPs materially limit or halt the delivery of our customers’ emails, or if we fail to deliver our customers’ emails in a manner compatible with ISPs’ email handling or authentication technologies or other policies, then the fees we charge for our email marketing product may not be accepted by the market, and customers may cancel their accounts. This, in turn, could harm our business and financial performance.

 

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If we fail to promote and maintain our brand in a cost-effective manner, we may lose market share and our revenue may decrease.

We believe that developing and maintaining awareness of the Constant Contact brand in a cost-effective manner is critical to our goal of achieving widespread acceptance of our engagement marketing platform and attracting new customers. Furthermore, we believe that the importance of brand recognition will increase as competition in our industry increases. Successful promotion of our brand will depend largely on the effectiveness of our marketing efforts and the effectiveness and affordability of our products for our target customer demographic. Historically, our efforts to build our brand have involved significant expense, and it is likely that our future marketing efforts will require us to incur additional significant expenses. Such brand promotion activities may not yield increased revenue and, even if they do, any revenue increases may not offset the expenses we incur to promote our brand. If we fail to promote and maintain our brand successfully, or if we incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may lose our existing customers to our competitors or be unable to attract new customers, which would cause our revenue to decrease.

We depend on search engines to attract a significant percentage of our customers, and if those search engines change their listings or our relationship with them deteriorates or terminates, we may be unable to attract new customers, which would adversely affect our business and results of operations.

Many of our customers located our website by clicking through on search results displayed by search engines such as Google®, Yahoo®! and Bing™. Search engines typically provide two types of search results, algorithmic and purchased listings. Algorithmic listings cannot be purchased, and instead are determined and displayed solely by a set of formulas designed by the search engine. Purchased listings can be purchased by advertisers in order to attract users to their websites. We rely on both algorithmic and purchased listings to attract a significant percentage of the customers we serve to our website. Search engines revise their algorithms from time to time in an attempt to optimize their search result listings. If search engines on which we rely for algorithmic listings modify their algorithms, this could result in fewer potential customers clicking through to our website, requiring us to resort to other costly resources to replace this traffic, which, in turn, could reduce our revenue and negatively impact our operating results, harming our business. If one or more search engines on which we rely for purchased listings modifies or terminates its relationship with us, our expenses could rise, or our revenue could decline and our business may suffer. The cost of purchased search listing advertising fluctuates and may increase as demand for these channels grows, and any such increases could negatively affect our financial results.

The success of our business depends on the continued growth and acceptance of email as a communications tool and the related expansion and reliability of the Internet infrastructure. If consumers do not continue to use email or alternative communications tools gain popularity, demand for our email marketing products may decline.

The future success of our business depends on the continued and widespread adoption of email as a primary means of communication. Security problems such as “viruses,” “worms” and other malicious programs or reliability issues arising from outages and damage to the Internet infrastructure could create the perception that email is not a safe and reliable means of communication, which would discourage businesses and consumers from using email. Use of email by businesses and consumers also depends on the ability of ISPs to prevent unsolicited bulk email, or “spam,” from overwhelming consumers’ inboxes. In recent years, ISPs have developed new technologies to filter unwanted messages before they reach users’ inboxes. In response, spammers have employed more sophisticated techniques to reach consumers’ inboxes. Although companies in the anti-spam industry have started to address the techniques used by spammers, if security problems become widespread or frequent or if ISPs cannot effectively control spam, the use of email as a means of communication may decline as consumers find alternative ways to communicate. In addition, if alternative communications tools gain widespread acceptance, the need for email may lessen. Any decrease in the use of email would reduce demand for our email marketing product and harm our business.

 

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Various private spam blacklists have in the past interfered with, and may in the future interfere with, the effectiveness of our products and our ability to conduct business.

We depend on email to market to and communicate with our customers, and our customers rely on email to communicate with their customers and members. Various private entities attempt to regulate the use of email for commercial solicitation. These entities often advocate standards of conduct or practice that significantly exceed current legal requirements and classify certain email solicitations that comply with current legal requirements as spam. Some of these entities maintain “blacklists” of companies and individuals, and the websites, ISPs and Internet protocol addresses associated with those entities or individuals that do not adhere to those standards of conduct or practices for commercial email solicitations that the blacklisting entity believes are appropriate. If a company’s Internet protocol addresses are listed by a blacklisting entity, emails sent from those addresses may be blocked if they are sent to any Internet domain or Internet address that subscribes to the blacklisting entity’s service or purchases its blacklist.

Some of our Internet protocol addresses currently are listed with one or more blacklisting entities and, in the future, our other Internet protocol addresses may also be listed with these and other blacklisting entities. There can be no guarantee that we will not continue to be blacklisted or that we will be able to successfully remove ourselves from those lists. Blacklisting of this type could interfere with our ability to market our products and services and communicate with our customers and could undermine the effectiveness of our customers’ marketing campaigns, all of which could have a material negative impact on our business and results of operations.

Our customers’ use of our products and website to transmit negative messages or website links to harmful applications in violation of our policies or otherwise could damage our reputation, and we may face liability for unauthorized, inaccurate or fraudulent information distributed via our products.

Our customers could use our products or website to transmit negative messages or website links to harmful applications, reproduce and distribute copyrighted and trademarked material without permission, or report inaccurate or fraudulent data or information. Any such use of our products could damage our reputation and we could face claims for damages, copyright or trademark infringement, defamation, negligence or fraud. Moreover, our customers’ promotion of their products and services through our products may not comply with federal, state and foreign laws. We cannot predict whether our role in facilitating these activities would expose us to liability under these laws. Even if claims asserted against us do not result in liability, we may incur substantial costs in investigating and defending such claims. If we are found liable for our customers’ activities, we could be required to pay fines or penalties, redesign business methods or otherwise expend resources to remedy any damages caused by such actions and to avoid future liability.

Our customers’ use of our SaveLocal product may negatively impact our reputation and could subject us to legal and regulatory risks, each of which could harm our business and results of operations.

Our brand and reputation may be harmed by our customers’ use of our SaveLocal product. Any shortcomings of one or more of our SaveLocal customers, particularly with respect to an issue affecting the quality of the deal offered or the products or services sold, may be attributed to us, thus damaging our reputation, brand value and potentially affecting our results of operations. In addition, negative publicity and customer sentiment generated as a result of fraudulent or deceptive conduct by our SaveLocal customers could damage our reputation, reduce our ability to attract new customers or retain our current customers, subject us to potential liability and diminish the value of our brand.

The deals offered by our SaveLocal customers may subject us to additional U.S. or international laws or regulations that could increase our costs or otherwise harm our business. The application of certain laws and regulations to SaveLocal deals and to our role in facilitating our customers’ offer of SaveLocal deals is uncertain. These include laws and regulations such as the Credit Card Accountability Responsibility and Disclosure Act of 2009, or the CARD Act, the laws of most states, which contain provisions governing product terms and conditions of gift cards, gift certificates, stored value or pre-paid cards or coupons and unclaimed and abandoned property laws. These laws may include provisions prohibiting or limiting the use of expiration dates on gift cards or the amount of fees charged in connection with gift cards or requiring specific disclosures on or in connection with gift cards and the imposition of certain fees. If we are required to alter our business practices as a result of any laws or regulations, our revenue could decrease, our costs could increase and our business could otherwise be harmed. In addition, the costs and expenses associated with defending any actions related to such additional laws and regulations and any payments of related penalties, judgments or settlements could adversely impact our financial results.

In addition, if any laws or regulations require that the face value of SaveLocal coupons have a minimum expiration period beyond the period desired by our SaveLocal customers for their promotional programs, or no expiration period, this may affect the willingness of our customers to use our SaveLocal product in jurisdictions where these laws apply.

 

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The success of our SinglePlatform offering is based, in part, on the quality of the content provided by our SinglePlatform customers.

Our SinglePlatform customers provide us with current information about their business that we, in turn, provide to our network of electronic publishers, such as Foursquare, YP.com and Urbanspoon. The success of the SinglePlatform offering depends, in part, on our ability to provide these publishers and their consumers with the information they seek, which in turn depends on the quantity and quality of the content provided by our SinglePlatform customers. For example, we may be unable to provide these publishers and their consumers with the information they seek if our customers do not contribute content that is helpful, reliable and up-to-date, or if they remove content they previously submitted. If our SinglePlatform product does not provide content that is helpful, reliable and up-to-date, our ability to maintain our current network of electronic publishers and sign up new publishers could be harmed. If we are unable to provide our electronic publishers and their consumers with the information they seek, or if they can find equivalent content on other services, they may stop or reduce their use of our product, which could negatively impact our ability to retain existing customers and obtain new customers and our business would be harmed.

Our business may be negatively impacted by seasonal trends.

Sales of our products are impacted by seasonality. Recently, the first calendar quarter has been our strongest quarter for customer growth because our prospective customers typically re-engage with their customers and members following the holiday season and, as a result, communicate more frequently with them during this time. Accordingly, we increase our sales and marketing activities at the end of the third quarter and during the fourth quarter. Our customer growth in the second and third quarters is typically slower as we move into the summer months, and in response, we moderate certain of our customer acquisition activities, which may magnify the seasonal trends. If these seasonality trends change materially, our financial and operating results for any given quarter may be negatively impacted and may differ materially from results in prior quarterly periods. In addition, our recent acquisition of SinglePlatform may impact our historical seasonality trends.

If we fail to enhance our existing products or develop new products, our products may become obsolete or less competitive and we could lose customers.

If we are unable to enhance our existing products or develop new products that keep pace with rapid technological developments and meet our customers’ needs, our business will be harmed. Creating and designing such enhancements and new products entail significant technical and business risks and require substantial expenditures and lead-time, and there is no guarantee that such enhancements and new products will be completed in a timely fashion, nor is there any guarantee that any new product offerings will gain acceptance among our customers or by the broader market. For example, our existing email marketing customers may not view any new product as complementary to our email product offerings and therefore decide not to purchase such product. If we cannot enhance our existing services or develop new products or if we are not successful in selling such enhancements and new products to our customers, we could lose customers or have difficulty attracting new customers, which would adversely impact our financial performance.

Our relationships with our partners may be terminated or may not continue to be beneficial in generating new customers, which could adversely affect our ability to increase our customer base.

We maintain a network of active partners, which refer customers to us through links on their websites and outbound promotion to their customers. If we are unable to maintain our contractual relationships with existing partners or establish new contractual relationships with potential partners, we may experience delays and increased costs in adding customers, which could have a material adverse effect on us. The number of customers we are able to add through these relationships is dependent on the marketing efforts of our partners over which we exercise very little control, and a significant decrease in the number of new customers generated through these relationships could adversely affect the size of our customer base and revenue.

Competition for employees in our industry is intense, and we may not be able to attract and retain the highly skilled employees whom we need to support our business.

Competition for highly skilled engineering and marketing personnel is intense and we continue to face difficulty identifying and hiring qualified personnel in certain areas of our business and in certain locations. We may not be able to hire and retain such personnel at compensation levels consistent with our existing compensation and salary structure. Many of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment. In particular, candidates making employment decisions, particularly in high-technology industries, often consider the value of any equity they may receive in connection with their employment. As a result, any significant volatility in the price of our stock may adversely affect our ability to attract or retain highly skilled engineering and marketing personnel.

In addition, we invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their replacements and the quality of our services and our ability to serve our customers could diminish, resulting in a material adverse effect on our business.

 

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If we fail to retain our key personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.

Our future depends, in part, on our ability to attract and retain key personnel. Our future also depends on the continued contributions of our executive officers and other key technical and marketing personnel, each of whom would be difficult to replace. In particular, Gail F. Goodman, our Chairman, President and Chief Executive Officer, is critical to the management of our business and operations and the development of our strategic direction. The loss of the services of Ms. Goodman or other executive officers or key personnel and the process to replace any of our key personnel would involve significant time and expense, may take longer than anticipated and may significantly delay or prevent the achievement of our business objectives.

We rely on third-party computer hardware and software that may be difficult to replace or that could cause errors or failures of our service and that requires us to closely monitor our usage to ensure that we remain in compliance with any applicable licensing requirements.

We rely on computer hardware purchased and software licensed from third parties in order to offer our products, including hardware and software from such large vendors as International Business Machines Corporation, Dell Computer Corporation, 3PAR Inc., a division of the Hewlett-Packard Company, Oracle Corporation, Juniper Networks, Inc., Cisco Systems, Inc., Ciena Corporation and EMC Corporation. This hardware and software may not continue to be available on commercially reasonable terms, or at all. If we lose the right to use any of this hardware or software or such hardware or software malfunctions, our customers could experience delays or be unable to access our services until we can obtain and integrate equivalent technology or repair the cause of the malfunctioning hardware or software. Any delays or failures associated with our services could upset our customers and harm our business. In addition, if we fail to remain in compliance with the licensing requirements related to any third-party computer hardware and software we use, we may be subject to unanticipated expenses, auditing costs, penalties and the loss of such hardware and software, all of which could have a material adverse effect on our financial condition and results of operations.

If we are unable to protect the confidentiality of our unpatented proprietary information, processes and know-how and trade secrets, the value of our technology and products could be adversely affected.

We rely heavily upon unpatented proprietary technology, processes and know-how and trade secrets. Although we try to protect this information in part by executing confidentiality agreements with our employees, consultants and third parties, such agreements may offer only limited protection and may be breached. Any unauthorized disclosure or dissemination of our proprietary technology, processes and know-how or our trade secrets, whether by breach of a confidentiality agreement or otherwise, may cause irreparable harm to our business, and we may not have adequate remedies for any such breach. In addition, our trade secrets may otherwise be independently developed by our competitors or other third parties. If we are unable to protect the confidentiality of our proprietary information, processes and know-how or our trade secrets are disclosed, the value of our technology and services could be adversely affected, which could negatively impact our business, financial condition and results of operations.

Our use of open source software could impose limitations on our ability to commercialize our products.

We incorporate open source software into our products. Although we monitor our use of open source software closely, the terms of many open source licenses to which we are subject have not been interpreted by United States or foreign courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our products. In such event, we could be required to seek licenses from third parties in order to continue offering our products, to re-engineer our products or to discontinue sales of our products, or to release our software code under the terms of an open source license, any of which could materially adversely affect our business. Given the nature of open source software, there is also a risk that third parties may assert copyright and other intellectual property infringement claims against us based on our use of certain open source software programs.

If a third party asserts that we are infringing its intellectual property, whether successful or not, it could subject us to costly and time-consuming litigation or require us to obtain expensive licenses, and our business may be adversely affected.

The software and Internet industries are characterized by the existence of a large number of patents, trademarks and copyrights and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. Third parties, including so-called non-practicing entities, which are entities that have no operating business but exist purely as a collector of patents, may assert patent and other intellectual property infringement claims against us in the form of lawsuits, letters or other forms of communication. These claims, whether or not successful, could:

 

   

divert management’s attention;

 

   

result in costly and time-consuming litigation;

 

   

require us to enter into royalty or licensing agreements, which may not be available on acceptable terms, or at all;

 

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in the case of open source software-related claims, require us to release our software code under the terms of an open source license; or

 

   

require us to redesign our software and services to avoid infringement.

As a result, any third-party intellectual property claims against us could increase our expenses and adversely affect our business. In addition, many of our agreements with our partners and others require us to indemnify them for third-party intellectual property infringement claims, which would increase the cost to us resulting from an adverse ruling on any such claim. Even if we have not infringed any third parties’ intellectual property rights, we cannot be sure our legal defenses will be successful, and even if we are successful in defending against such claims, our legal defense could require significant financial resources and management time. Finally, if a third party successfully asserts a claim that our products infringe its proprietary rights, royalty or licensing agreements might not be available on terms we find acceptable or at all and we may be required to pay significant monetary damages to such third party.

Our anticipated growth could strain our personnel resources and infrastructure, and if we are unable to implement appropriate controls and procedures to manage our anticipated growth, we may not be able to implement our business plan successfully.

We are currently experiencing a period of rapid growth in our headcount and operations, which has placed, and will continue to place, to the extent that we are able to sustain such growth, a significant strain on our management and our administrative, operational and financial reporting infrastructure. Our success will depend in part on the ability of our senior management to manage this expected growth effectively. To do so, we believe we will need to continue to hire, train and manage new employees as needed. If our new hires perform poorly, or if we are unsuccessful in hiring, training, managing and integrating these new employees, or if we are not successful in retaining our existing employees, our business may be harmed. To manage the expected growth of our operations and personnel, we will need to continue to improve our operational and financial controls and update our reporting procedures and systems. The expected addition of new employees and the capital investments that we anticipate will be necessary to manage our anticipated growth will increase our cost base, which will make it more difficult for us to offset any future revenue shortfalls by reducing expenses in the short term. If we fail to manage our anticipated growth successfully, we will be unable to execute our business plan successfully.

Providing our products to customers outside the United States exposes us to risks inherent in international business.

Customers in more than 180 countries and territories currently use our products. In 2011, we opened a marketing office in the United Kingdom and we expect to continue to expand our international operations in the future. Accordingly, we are subject to risks and challenges that we would otherwise not face if we conducted our business only in the United States. The risks and challenges associated with providing our products to customers outside the United States include:

 

   

localization of our products, including translation into foreign languages and associated expenses;

 

   

laws and business practices favoring local competitors;

 

   

compliance with multiple, conflicting and changing governmental laws and regulations, including those relating to tax, email, privacy and data protection;

 

   

foreign currency fluctuations;

 

   

different pricing environments;

 

   

difficulties in staffing and maintaining foreign operations; and

 

   

regional economic and political conditions.

If we fail to meet these risks and challenges, we will be unable to execute our business plan and may be subject to fines and regulatory actions.

We have incurred net losses in the past and may incur net losses in the future.

We have incurred net losses in the past and may incur net losses in the future. We reported net income for 2011 and 2010, however, we experienced net losses in prior years and a net loss for the second quarter of 2012. While we expect to generate future profitability, we may experience net losses in future periods and there is no guarantee we will be profitable in the future. In addition, we expect our operating expenses to increase as we expand our operations. If our operating expenses exceed our expectations, our financial performance could be adversely affected. If our revenue does not grow to offset these increased expenses, we may not be profitable in any future period. In future periods, we may not have any revenue growth, or our revenue could decline.

 

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Failure to maintain effective internal control over financial reporting and disclosure controls and procedures would have a material adverse effect on our business.

The Sarbanes-Oxley Act of 2002 requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. In order to comply with Section 404 of the Sarbanes-Oxley Act’s requirements relating to internal control over financial reporting, we incur substantial accounting expense and expend significant management time on compliance-related issues. We expect to continue to incur such expenses and expend such time in the future. If in the future we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock would likely decline and we could be subject to sanctions or investigations by the NASDAQ Stock Market, the SEC or other regulatory authorities, which would require additional financial and management resources.

Our ability to use net operating loss carry-forwards in the United States may be limited.

As of December 31, 2011, we had net operating loss carry-forwards of $48.2 million for U.S. federal tax purposes and $2.5 million for state tax purposes. These loss carry-forwards expire at varying dates between 2012 and 2031. To the extent available, we intend to use these net operating loss carry-forwards to reduce the corporate income tax liability associated with our operations. Section 382 of the Internal Revenue Code of 1986, as amended, generally imposes an annual limitation on the amount of net operating loss carry-forwards that may be used to offset taxable income when a corporation has undergone significant changes in stock ownership. While we do not believe that our public stock offerings and prior private financings have resulted in ownership changes that would limit our ability to utilize net operating loss carry-forwards, any subsequent ownership changes could result in such a limitation. To the extent our use of net operating loss carry-forwards is significantly limited, our income could be subject to corporate income tax earlier than it would if we were able to use net operating loss carry-forwards, which could have a negative effect on our financial results.

Our quarterly results may fluctuate and if we fail to meet the expectations of analysts or investors, our stock price could decline substantially.

Our quarterly operating results may fluctuate, and if we fail to meet or exceed the expectations of securities analysts or investors, the trading price of our common stock could decline. Some of the important factors that could cause our revenue and operating results to fluctuate from quarter to quarter include:

 

   

our ability to retain existing customers, attract new customers and satisfy our customers’ requirements;

 

   

general economic conditions;

 

   

changes in our pricing policies;

 

   

our ability to expand our business;

 

   

the effectiveness of our personnel;

 

   

new product and service introductions;

 

   

technical difficulties or interruptions in our services as a result of our actions or those of third parties;

 

   

the timing of additional investments in our hardware and software systems;

 

   

the seasonal trends in our business;

 

   

regulatory compliance costs;

 

   

costs associated with future acquisitions of technologies and businesses; and

 

   

extraordinary expenses such as litigation or other dispute-related settlement payments.

Some of these factors are not within our control, and the occurrence of one or more of them may cause our operating results to vary widely. As such, we believe that quarter-to-quarter comparisons of our revenue and operating results may not be meaningful and should not be relied upon as an indication of future performance.

 

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We may need additional capital in the future, which may not be available to us on favorable terms, or at all, and may dilute the ownership of our existing stockholders.

We have historically relied on outside financing and cash from operations to fund our operations, capital expenditures and growth. We may require additional capital from equity or debt financing in the future to:

 

   

fund our operations;

 

   

respond to competitive pressures;

 

   

take advantage of strategic opportunities, including more rapid expansion of our business or the acquisition of complementary products, technologies or businesses; and

 

   

develop new products or enhancements to existing products.

We may not be able to secure timely additional financing on favorable terms, or at all. The terms of any additional financing may place limits on our financial and operating flexibility. If we raise additional funds through issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution, and any new securities we issue could have rights, preferences and privileges senior to those of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us, if and when we require it, our ability to grow or support our business and to respond to business challenges could be significantly limited.

We may engage in future acquisitions that could disrupt our business, dilute stockholder value and harm our business, operating results or financial condition.

We have completed four acquisitions in the past two years, including our most recent acquisition of SinglePlatform in June 2012. We have, from time to time, evaluated other acquisition opportunities and may pursue acquisition opportunities in the future. Acquisitions involve numerous risks, including:

 

   

an inability to locate a suitable acquisition candidate or technology or acquire a desirable candidate or technology on favorable terms;

 

   

difficulties in integrating personnel and operations from the acquired business or acquired technology with our existing technology and products and in retaining and motivating key personnel from the acquired business;

 

   

disruptions in our ongoing operations and the diversion of our management’s attention from their day-to-day responsibilities associated with operating our business;

 

   

increases in our expenses that adversely impact our business, operating results and financial condition;

 

   

potential write-offs of acquired assets and increased amortization expense related to identifiable assets acquired; and

 

   

potentially dilutive issuances of equity securities or the incurrence of debt.

In addition, any acquisitions we complete may not ultimately strengthen our competitive position or achieve our goals, or such an acquisition may be viewed negatively by our customers, stockholders or the financial markets.

RISKS RELATED TO THE OWNERSHIP OF OUR COMMON STOCK

The market price of our common stock has been and may continue to be volatile.

The trading price of our common stock has been and may continue to be highly volatile and could be subject to wide fluctuations in response to various factors. Some of the factors that may cause the market price of our common stock to fluctuate include:

 

   

fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

 

   

quarterly unique customer additions and retention rates;

 

   

changes in estimates of our financial results or recommendations by securities analysts;

 

   

changes in general economic, industry and market conditions;

 

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failure of any of our products to achieve or maintain market acceptance;

 

   

changes in market valuations of similar companies;

 

   

success of competitive products;

 

   

changes in our capital structure, such as future issuances of securities or the incurrence of debt;

 

   

announcements by us or our competitors of significant products, contracts, acquisitions or strategic alliances;

 

   

regulatory developments in the United States, foreign countries or both;

 

   

litigation involving our company, our general industry or both;

 

   

additions or departures of key personnel;

 

   

investors’ general perception of us; and

 

   

the total number of shares of our common stock that have been sold short.

In addition, if the market for technology stocks or the stock market in general experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to class action lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management.

If securities or industry analysts do not continue to publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. We do not control these analysts. If one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume to decline.

Anti-takeover provisions in our charter documents and Delaware law could discourage, delay or prevent a change of control of our company and may affect the trading price of our common stock.

We are a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay or prevent a change of control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our restated certificate of incorporation and second amended and restated bylaws may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable. Among other things, our restated certificate of incorporation and second amended and restated bylaws:

 

   

authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to impede or delay a takeover attempt;

 

   

establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election;

 

   

require that directors only be removed from office for cause and only upon a supermajority stockholder vote;

 

   

provide that vacancies on our board of directors, including newly created directorships, may be filled only by a majority vote of directors then in office;

 

   

limit who may call special meetings of stockholders;

 

   

prohibit stockholder action by written consent, requiring all actions to be taken at a meeting of the stockholders; and

 

   

require supermajority stockholder voting to effect certain amendments to our restated certificate of incorporation and second amended and restated bylaws.

 

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We do not currently intend to pay dividends on our common stock and, consequently, the ability to achieve a return on an investment in our common stock will depend on appreciation in the price of our common stock.

We do not expect to pay cash dividends on our common stock. Any future dividend payments are within the absolute discretion of our board of directors and will depend on, among other things, our results of operations, working capital requirements, capital expenditure requirements, financial condition, contractual restrictions, business opportunities, anticipated cash needs, provisions of applicable law and other factors that our board of directors may deem relevant. We may not generate sufficient cash from operations in the future to pay dividends on our common stock.

Item 6. Exhibits

The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed (other than exhibit 32.1 and exhibit 32.2 and each of exhibits 101.INS, 101.SCH, 101.CAL, 101.LAB, 101.PRE and 101.DEF) as part of this Quarterly Report on Form 10-Q and such Exhibit Index is incorporated herein by reference.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    CONSTANT CONTACT, INC.
Date: August 1, 2012     By:   /s/    GAIL F. GOODMAN        
      Gail F. Goodman
     

President and Chief Executive Officer

(Principal Executive Officer)

Date: August 1, 2012     By:   /s/    HARPREET S. GREWAL        
      Harpreet S. Grewal
     

Executive Vice President and

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

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EXHIBIT INDEX

Listed and indexed below are all Exhibits filed as part of this report.

 

Exhibit
No.

 

Description

    2.1(1)^   Agreement and Plan of Merger, dated as of June 12, 2012, by and among Constant Contact, Inc., Match Acquisition Corporation, SinglePlatform, Corp. and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Stockholder Representative.
  10.1(2)   First Amendment to Datacenter Lease dated as of May 11, 2012 by and between Digital 55 Middlesex, LLC and Constant Contact, Inc.
  10.2(2)   55 Middlesex Turnpike Office Space Rider dated as of May 11, 2012 by and between Digital 55 Middlesex, LLC and Constant Contact, Inc.
  10.3#   Lease and related Work Letter Agreement dated as of May 29, 2012 by and between Constant Contact, Inc. and Edward J. Conner.
  10.4(1)   Form of Stock Option Agreement under Constant Contact, Inc. 2012 Inducement Award Plan.
  10.5(1)   Form of Restricted Stock Unit Agreement under Constant Contact, Inc. 2012 Inducement Award Plan for Wiley Cerilli.
  10.6(1)   Form of Restricted Stock Unit Agreement under Constant Contact, Inc. 2012 Inducement Award Plan for Key Employees.
  10.7(3)   Constant Contact, Inc. 2012 Inducement Award Plan.
  10.8#   Third Amendment to Lease dated as of April 1, 2012 by and between BP Reservoir Place LLC (as successor-in-interest to Boston Properties Limited Partnership) and Constant Contact, Inc.
  31.1#   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  31.2#   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  32.1 *   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer.
  32.2 *   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Financial Officer.
101.INS# +   XBRL Instance Document.
101.SCH# +   XBRL Taxonomy Extension Schema Document.
101.CAL# +   XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB# +   XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE# +   XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF# +   XBRL Taxonomy Extension Definition Linkbase Document.

 

# Filed herewith
^ Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Constant Contact agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request.

 

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* This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
+ Extensible Business Reporting Language (XBRL) information is furnished and deemed not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
(1) Incorporated by reference to the Constant Contact, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2012
(2) Incorporated by reference to the Constant Contact, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on May 17, 2012
(3) Incorporated by reference to the Constant Contact, Inc. Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 13, 2012 (333-182083)

 

44

XNAS:CTCT Constant Contact Inc Quarterly Report 10-Q Filling

Constant Contact Inc XNAS:CTCT Stock - Get Quarterly Report SEC Filing of Constant Contact Inc XNAS:CTCT stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

Content Partners
XNAS:CTCT Constant Contact Inc Quarterly Report 10-Q Filing - 6/30/2012
Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol |  Title Star Rating |  Category |  Total Assets |  Top Holdings |  Top Sectors |  Symbol |  Name Title |  Date |  Author |  Collection |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol / Ticker |  Title Star Rating |  Category |  Total Assets |  Symbol / Ticker |  Name Title |  Date |  Author |  Collection |  Popularity |  Interest Title |  Date |  Company |  Symbol |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Name |  Ticker |  Popularity |  Our Choices Title |  Date |  Company |  Symbol |  Interest |  Popularity

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