Xo 8-K/A Financial Statements and Exhibits

Exhibit 99.2

Pro Forma Consolidated Financial Information

     On June 5, 2006, The Knot, Inc. (the “Company”) announced that it entered into a definitive merger agreement (the “Merger Agreement”) with WeddingChannel, Inc. (“WeddingChannel”), a privately-held provider of wedding planning and gift buying services. This transaction is referred to in this Report on Form 8-K as the Merger. The “Merger” was completed on September 8, 2006.

     The aggregate estimated purchase price for all of the capital stock and stock options of WeddingChannel was approximately $82.7 million, representing cash paid of $60.4 million, including an estimated working capital adjustment of $2.5 million as of June 30, 2006, the issuance of 1,149,876 shares of common stock valued at $18.7 million and direct transaction and other costs of $3.6 million. The value of the common stock portion of the purchase price was determined based on the market price of the Company’s common stock at the time the Company made its determination to pay the primary consideration, as defined in the Merger Agreement, which fixed the consideration for the outstanding capital stock and stock options of WeddingChannel. The purchase price is subject to adjustment based upon a final determination of the working capital of WeddingChannel, as defined, as of September 8, 2006. In addition, approximately $6.7 million in cash and 115,000 shares of common stock included in the purchase price are held in an escrow account and are subject to certain deductions in the event there are changes to the working capital adjustment or indemnification claims are successfully asserted by the Company pursuant to the merger agreement. The Company funded a portion of the cash consideration for the WeddingChannel acquisition with the net proceeds from a follow-on offering for the sale of 2,000,000 shares of its common stock, exclusive of the overallotment option set forth in the related underwriting agreement, at a public offering price per share of $16.00 which was completed on August 15, 2006.

     In connection with this acquisition, the Company also recorded estimated liabilities of $1.3 million, primarily for costs resulting from a plan to involuntarily terminate certain employees of WeddingChannel and for the net present value of remaining lease obligations for acquired facilities to be closed or for acquired space leased which exceeds the Company’s current or projected needs due to staff reductions.

     The estimated cost of the acquisition has been allocated to the assets acquired and liabilities assumed of WeddingChannel based on a preliminary determination of their fair values. These fair values are subject to change based on the Company’s final analysis.

     The following table summarizes the preliminary cost allocation at the date of acquisition:

Current assets	$	16,981,000
Property and equipment		5,430,000
Intangible assets		45,450,000
Goodwill		25,882,000
Deferred tax assets		11,935,000
Other assets		245,000
Total assets acquired	$	105,923,000
Current liabilities	$	4,371,000
Deferred tax liabilities		18,535,000
Other liabilities		317,000
Total liabilities acquired		23,223,000
Total estimated cost	$	82,700,000

     The Merger with WeddingChannel was a stock transaction for tax purposes, which results in different book and tax bases. Accordingly, the purchase price allocation includes $18.5 million of deferred tax liabilities related to the tax effect of the preliminary differences in the book and tax bases of property and equipment and acquired intangibles other than goodwill. In addition, a deferred tax asset of $11.9 million, associated with a reduction in the valuation allowance previously recorded by WeddingChannel with respect to its net operating carryforwards for federal and state income tax purposes, has been recorded based on the recognition and timing of reversal of the estimated deferred tax liabilities. To the extent further reductions in the valuation allowance are recorded, the offsetting credit would first reduce goodwill and then other intangible assets.

     The pro forma consolidated financial information also gives effect to the issuance and sale of 2,750,000 shares of the Company’s common stock and 2,809,600 shares of the Company’s common stock (inclusive of the actual overallotment option exercised by the underwriters), respectively, in connection with its recent private placement and follow-on offering and to the issuance of 1,149,876 shares of common stock to the WeddingChannel stockholders as part of the consideration with respect to the Merger.

     The following unaudited pro forma consolidated financial information of the Company (Pro Forma Consolidated Financial Information) gives effect to the Merger as if the Merger had been completed as of the beginning of the periods presented with respect to the pro forma statements of operations data, and as of June 30, 2006 with respect to the pro forma balance sheet data. The Pro Forma Consolidated Financial Information should be read in conjunction with the historical consolidated financial statements and

related notes of each of the Company and WeddingChannel (which with respect to WeddingChannel are filed as an exhibit to this report on Form 8-K).

     The pro forma consolidated financial information is presented for information purposes only. The pro forma consolidated financial information does not reflect the effects of any anticipated changes to be made by the Company to the operations of the combined companies, including synergies and cost savings and does not include one time charges expected to result from the Merger. The pro forma consolidated financial information should not be construed to be indicative of results of operations or financial position that actually would have occurred had the acquisition been consummated as of the date indicated or the Company’s future results of operations or financial position.

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Unaudited Pro Forma Consolidated Financial Information-Statements of Operations

	Year Ended December 31, 2005
										The Knot and
			Wedding							Wedding
	The Knot		Channel			Pro Forma				Channel Pro
	Reclassified		Reclassified			Adjustments			Notes	Forma
	(in thousands, except share and per share data)
Net revenues:
Online sponsorship and advertising	$	25,844	$	5,849		$	-			$	31,693
Registry services		284		9,289			-				9,573
Merchandise		12,307		5,170			-				17,477
Publishing and other		12,974		1,280			-				14,254
Total net revenues		51,409		21,588			-				72,997
Cost of revenue:
Online sponsorship and advertising		806		518			-				1,324
Registry services		-		97			-				97
Merchandise		6,063		3,034			-				9,097
Publishing and other		4,233		859			-				5,092
Total cost of revenues		11,102		4,508			-				15,610
Gross profit		40,307		17,080			-				57,387
Operating expenses:
Product and content development		6,879		4,352			-				11,231
Sales and marketing		14,212		4,135			-				18,347
General and administrative		14,491		9,606			(9,658	)	A-1		14,439
Non-cash sales and marketing		-		2,325			-				2,325
Depreciation and amortization		1,271		703			4,635		A-2		7,622
							1,013		A-3
Total operating expenses		36,853		21,121			(4,010	)			53,964
Income (loss) from operations		3,454		(4,041	)		4,010				3,423
Other (expense) income, net		763		(279	)		-				484
Income (loss) from continuing operations before income taxes		4,217		(4,320	)		4,010				3,907
Provision for (benefit from) income taxes		265		-			(1,818	)	A-4		(1,553	)
Income (loss) from continuing operations	$	3,952	$	(4,320	)	$	5,828			$	5,460
Basic earnings per common share:
Income from continuing operations	$	0.17								$	0.19
Diluted earnings per common share:
Income from continuing operations	$	0.16								$	0.17
Weighted average number of common shares outstanding:
Basic		22,715,724									29,425,200
Diluted		24,878,652									31,588,128

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	Six Months Ended June 30, 2006
										The Knot and
			Wedding							Wedding
	The Knot		Channel			Pro Forma				Channel Pro
	Reclassified		Reclassified			Adjustments			Notes	Forma
	(in thousands, except share and per share data)
Net revenues:
Online sponsorship and advertising	$	16,153	$	4,386		$	-			$	20,539
Registry services		143		4,565			-				4,708
Merchandise		7,892		3,292			-				11,184
Publishing and other		8,292		1,089			-				9,381
Total net revenues		32,480		13,332			-				45,812
Cost of revenue:
Online sponsorship and advertising		608		328			-				936
Registry services		-		44			-				44
Merchandise		3,888		1,822			-				5,710
Publishing and other		2,691		464			-				3,155
Total cost of revenues		7,187		2,658			-				9,845
Gross profit		25,293		10,674			-				35,967
Operating expenses:
Product and content development		3,614		2,353			-				5,967
Sales and marketing		9,082		2,821			-				11,903
General and administrative		6,588		4,087			(421	)	A-1		9,299
							(955	)	A-5
Non-cash sales and marketing		-		739			-				739
Depreciation and amortization		825		753			2,317		A-2		4,204
							309		A-3
Total operating expenses		20,109		10,753			1,250				32,112
Income (loss) from operations		5,184		(79	)		(1,250	)			3,855
Gain on sale of Pictage		-		6,468			-				6,468
Other income (expense), net		663		(43	)		-				620
Income from continuing operations before income taxes		5,847		6,346			(1,250	)			10,943
Provision for (benefit from) income taxes		276		9			(430	)	A-4		(145	)
Income from continuing operations	$	5,571	$	6,337		$	(820	)		$	11,088
Basic earnings per common share:
Income from continuing operations	$	0.24								$	0.37
Diluted earnings per common share:
Income from continuing operations	$	0.22								$	0.34
Weighted average number of common shares outstanding:
Basic		23,129,238									29,838,714
Diluted		25,681,506									32,390,982

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Unaudited Pro Forma Consolidated Financial Information-Balance Sheet

									The Knot and
			Wedding						Wedding
	The Knot		Channel		Pro Forma				Channel
	Historical		Historical		Adjustments			Notes	Pro Forma
	June 30,		June 30,						June 30,
	2006		2006						2006
	(in thousands)
Assets:
Current assets:
Cash and cash equivalents	$	24,662	$	11,755	$	(63,023	)	B-1	$	63,026
						42,062		B-2
						47,570		B-3
Short-term investments		9,600		-		-				9,600
Accounts receivable, net		4,783		4,226		-				9,009
Inventories		1,786		471		-				2,257
Deferred production and marketing costs		623		-		-				623
Other current assets		815		223		-				1,038
Current assets of discontinued operations		-		306		-				306
Total current assets		42,269		16,981		26,609				85,859
Property and equipment, net		4,056		3,882		1,548		B-4		9,486
Intangible assets, net		9,077		-		71,332		B-5		80,409
Deferred tax assets		-		-		11,935		B-6		11,935
Investments in unconsolidated affiliates		-		144		-				144
Other assets		1,454		101		(977	)	B-7		578
Total assets	$	56,856	$	21,108	$	110,447			$	188,411
Liabilities and stockholders' equity:
Current liabilities:
Accounts payable and accrued expenses	$	5,018	$	3,285	$	-			$	8,303
Deferred revenue		8,785		738		-				9,523
Current portion of long-term debt		46		-		-				46
Current liabilities of discontinued
operations		-		350		-				350
Total current liabilities		13,849		4,371		-				18,220
Deferred tax liabilities		-		-		18,535		B-8		18,535
Long term debt		106		-						106
Other liabilities		480		67						547
Total liabilities	$	14,435	$	4,438	$	18,535			$	37,408
Minority interest		-		250		-				250
Stockholders' equity		42,421		16,418		18,700		B-9		150,751
						42,062		B-2
						(16,420	)	B-10
						47,570		B-3
Total liabilities and stockholders' equity	$	56,856	$	21,108	$	110,447			$	188,411

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Basis of Pro Forma Information

Reclassifications

     Certain amounts reported in the historical financial statements of the Company and WeddingChannel have been reclassified in the unaudited pro forma consolidated financial information.

     Merchandise revenues for the Company and registry and merchandising revenue for WeddingChannel have been reclassified to reflect separately (1) registry services revenue, representing commissions earned from the sale of gift registry products under agreements with retail partners where the Company and WeddingChannel are not primarily obligated, not subject to inventory risk and amounts earned are determined using a fixed percentage; and (2) merchandise revenue from the sale of products, including shipping and handling charges, where the Company and WeddingChannel are the primary parties obligated in a transaction, are subject to inventory risk and establish their own pricing and selection of suppliers. In addition, revenue from the development of certain software recorded by WeddingChannel has been reclassified from registry services revenue to publishing and other revenue to conform to the Company’s presentation.

     Other revenues for WeddingChannel of $7,000 and $10,000 for the year ended December 31, 2005 and the six months ended June 30, 2006, respectively, have been reclassified to online sponsorship and advertising to conform to the Company's presentation.

     Cost of goods sold for WeddingChannel has been reclassified to report amounts related to each revenue stream to conform to the Company's presentation as follows:

	Year Ended			Six Months
Cost of Revenue Components	December 31, 2005			Ended June 30, 2006
	(in thousands)
Online sponsorship and advertising		$	518		$	328
Registry services			97			44
Merchandise			3,034			1,822
Publishing and other			859			464
Total cost of revenue		$	4,508		$	2,658

Payroll and related expenses of WeddingChannel have been reclassified to conform to the Company's presentation as follows:

	Year Ended			Six Months
	December 31, 2005			Ended June 30, 2006
	(in thousands)
Payroll and related expenses components
Product and content development		$	4,049		$	1,999
Sales and marketing			2,922			1,973
General and administrative			2,618			1,886
Total payroll and related expenses as reported		$	9,589		$	5,858

     Technology expenses of WeddingChannel of $159,000 and $97,000 for the year ended December 31, 2005 and the six months ended June 30, 2006, respectively, which represent host services costs, have been reclassified to cost of revenue to conform to the Company's presentation.

     The remaining technology and content development expenses of WeddingChannel of $303,000 and $215,000 for the year ended December 31, 2005 and the six months ended June 30, 2006, respectively, have been reclassified to product and content development expenses to conform to the Company's presentation.

     Non-cash sales and marketing expenses of WeddingChannel of $2.3 million and $739,000 for the year ended December 31, 2005 and the six months ended June 30, 2006, respectively, have been reclassified to a separate line to conform to the Company's presentation.

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Pro Forma Adjustments

Statements of Operations

(A-1) To eliminate legal fees incurred in connection with the litigation between the Company and WeddingChannel. The litigation was withdrawn after the closing of the Merger.

(A-2) To reflect amortization of the amortizable intangible assets resulting from the proposed merger on a straight-line basis over their estimated useful lives ranging from 4 to 10 years.

(A-3) To reflect incremental depreciation resulting from the increase to fair value of property and equipment acquired.

(A-4) To adjust the provision for income taxes to reflect the impact of the pro forma adjustments to the Company's results of operations.

(A-5) To eliminate WeddingChannel's direct merger expenses.

Balance Sheet

(B-1) To reflect the payment of the estimated cash portion of the merger consideration of $60.4 million, after an increase of $2.5 million based upon an estimate of the working capital adjustment as of June 30, 2006 and the estimated direct transaction and other costs related to the merger of $3.6 million, net of costs of $977,000 incurred through June 30, 2006.

(B-2) To record the sale of 2,809,600 shares of common stock in connection with a follow-on offering at a public offering price of $16.00 per share resulting in estimated net proceeds of $42.1 million, after estimated fees, underwriting discounts and other offering expenses of approximately $2.9 million.

(B-3) To give effect to the issuance and sale of 2,750,000 shares of our common stock in connection with a private placement of common shares on July 10, 2006 at a price of $18.25 per share, resulting in net proceeds of $47.6 million after estimated placement agent costs and other expenses of approximately $2.6 million.

(B-4) To adjust property and equipment to estimated fair value.

(B-5) To record the estimated values of intangible assets with finite lives, intangible assets with indefinite lives and non-amortizable goodwill resulting from the Merger.

(B-6) To record estimated tax benefits associated with a reduction in the valuation allowance previously recorded by WeddingChannel with respect to its net operating loss carryforwards for federal and state income purposes based on the recognition and timing of reversal of the estimated deferred tax liabilities. To the extent further reductions in the valuation allowance are recorded, the offsetting costs would first reduce goodwill and then other intangible assets.

(B-7) To reclassify the Company’s direct merger costs of $977,000 which were incurred and included in other assets as of June 30, 2006 as a result of the purchase price allocation.

(B-8) To record estimated deferred tax liabilities related to the tax effect, recorded under purchase accounting, of the preliminary differences in the book and tax basis of the acquired property and equipment, and acquired intangibles other than goodwill.

(B-9) To record the issuance of 1,149,876 shares of the Company’s common stock as part of the purchase price consideration at an estimated fair value of $16.23 per share. The value of the common stock portion of the purchase price was determined based on the market price of the Company’s common stock at the time the Company made its determination to pay the primary consideration, as defined in the Merger Agreement, which fixed the consideration for the outstanding capital stock and stock options of WeddingChannel.

(B-10) To eliminate the stockholder's equity of WeddingChannel.

Pro Forma Earnings Per Share

     Shares used to calculate unaudited pro forma basic and diluted earnings per share were computed by adding 2,809,600 shares issued in connection with a follow-on offering, 1,149,876 shares of common stock issued to WeddingChannel stockholders as part of the Merger consideration and 2,750,000 shares of common stock issued in a private placement of common shares to the weighted average number of common shares outstanding for each period. The follow-on offering of common shares, completion of the Merger and the private placement of common shares each occurred in the third quarter of 2006.

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