Constant Contact (CTCT) 8-K/A Financial Statements and Exhibits

EX-99.4 UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.4

CONSTANT CONTACT, INC.
UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS

On February 15, 2011, Constant Contact, Inc., a Delaware corporation (the “Company” or “Constant Contact”), acquired substantially all of the assets, excluding cash, of Bantam Networks, LLC, a Delaware limited liability company doing business as Bantam Live (the “Seller”), for a cash purchase price of $15,000,000 (subject to post-closing adjustment) and the assumption by the Company of post-closing liabilities under certain contracts of the Seller (the “Acquisition”). The Acquisition was completed pursuant to the Asset Purchase Agreement, dated as of February 15, 2011, between the Company and the Seller (the “Agreement”), which contains customary representations, warranties and indemnities of the Company and the Seller. The assets of the Seller acquired by the Company under the Agreement primarily include computer software source code, Internet domain names and other intellectual property rights that were used by the Seller in its contact management and social CRM business.

Constant Contact did not assume any of the known or unknown liabilities of Bantam Networks, LLC.

The unaudited pro forma combined consolidated statements of operations, referred to as the “Pro Forma Financial Statements” should be read in conjunction with:

• The accompanying notes to the Pro Forma Financial Statements;

• the separate unaudited historical financial statements of the Company as of and for the three months ended March 31, 2011 included in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2011 and filed with the Securities and Exchange Commission ("SEC") on May 2, 2011;

• the separate historical financial statements of the Company as of and for the year ended December 31, 2010 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 and filed with the SEC on March 9, 2011 and,

• the separate historical financial statements of Bantam Networks, LLC as of and for the year ended December 31, 2010, which are included in Exhibit 99.2 to the Company’s Amendment No. 1 on Form 8-K/A filed with the SEC on May 3, 2011 and are incorporated by reference.

The Company has not provided a pro forma combined consolidated balance sheet as of March 31, 2011 because the acquisition of Bantam Networks, LLC is reflected in the Company’s unaudited condensed consolidated balance sheet as of March 31, 2011 included in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2011 and filed with the SEC on May 2, 2011. The unaudited pro forma combined consolidated statements of operations for the year ended December 31, 2010 and for the three months ended March 31, 2011 have been adjusted for the operational results of Bantam Networks, LLC as if the acquisition had occurred on January 1, 2010.

The Pro Forma Financial Statements are presented for illustrative purposes and do not purport to represent what the results of operations would actually have been if the merger occurred as of the dates indicated or what such results would be for any future periods.

CONSTANT CONTACT, INC.
UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 2010
(in thousands, except per share data)

	Historical		Historical			Proforma			Proforma
	Constant Contact (1)		Bantam Networks (2)			Adjustments			Combined
Revenue	$	174,231	$	55		$	(55)	(A)		174,231
Cost of revenue		50,825		267		$	(199)	(B)		50,893
Gross profit		123,406		(212	)		144			123,338
Operating expenses:
Research and development		23,985		292						24,277
Marketing and selling		78,881		44						78,925
General and administrative		18,028		248						18,276
Total operating expenses		120,894		584			—			121,478
Operating income (loss)		2,512		(796	)		144			1,860
Interest and other income		341		1			(43)	(C)		299
Income (loss) before income taxes		2,853		(795	)		101			2,159
Benefit (provision) for income taxes		61		—			(316)	(D)		(255	)
Net income (loss)	$	2,914	$	(795	)	$	(215)		$	1,904
Basic net income per share	$	0.10							$	0.07
Diluted net income per share	$	0.10							$	0.06
Basic weighted average shares outstanding		28,765								28,765
Diluted weighted average shares outstanding		29,945								29,945

(1)	As reported in Constant Contact, Inc.’s Annual Report on Form 10-K, as filed with the SEC on March 9, 2011.
(2)	As reported in Bantam Networks, LLC’s audited financial statements for the year ended December 31, 2010.

See accompanying Notes to Unaudited Pro Forma Combined Consolidated Financial Statements.

CONSTANT CONTACT, INC.
UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
For the three months ended March 31, 2011
(in thousands, except per share data)

	Historical			Historical			Proforma			Proforma
	Constant Contact (1)			Bantam Networks (2)			Adjustments			Combined
Revenue	$	50,015		$	7		$	(7)	(A)		50,015
Cost of revenue		14,683			33		$	(25)	(B)		14,691
Gross profit		35,332			(26	)		18			35,324
Operating expenses:
Research and development		7,438			36						7,474
Marketing and selling		24,234			6						24,240
General and administrative		5,778			31						5,809
Total operating expenses		37,450			73			—			37,523
Operating loss		(2,118	)		(99	)		18			(2,199	)
Interest and other income		89			—			(6)	(C)		83
Loss before income taxes		(2,029	)		(99	)		12			(2,116	)
Benefit (provision) for income taxes		186			—			(40)	(D)		146
Net loss	$	(1,843	)	$	(99	)	$	(28)		$	(1,970	)
Basic net loss per share	$	(0.06	)							$	(0.07	)
Diluted net loss per share	$	(0.06	)							$	(0.07	)
Basic weighted average shares outstanding		29,310									29,310
Diluted weighted average shares outstanding		29,310									29,310

(1)	As reported in Constant Contact, Inc.’s Quarterly Report on Form 10-Q, as filed with the SEC on May 2, 2011.
(2)	Unaudited financial information for the one and one half months that Bantam Networks, LLC was not included in the historical results of Constant Contact, Inc.

See accompanying Notes to Unaudited Pro Forma Combined Consolidated Financial Statements.

Constant Contact, Inc.
Notes to Unaudited Pro Forma Combined Consolidated Financial Statements
(in thousands)

A summary of the purchase price allocation for the acquisition of the business acquired of Bantam Networks, LLC is as follows:

Total cash consideration	$	15,000
Purchase price allocation:
Identifiable intangible asset		1,800
Net assets acquired		1,800
Goodwill	$	13,200

The amount assigned to Bantam Networks, LLC’s identifiable intangible asset acquired is based on the fair value determined as of the acquisition date. The excess of the purchase price over the identifiable intangible asset will be recorded as goodwill. In accordance with current accounting standards, the goodwill will not be amortized, but rather will be tested for impairment annually or more frequently if facts and circumstances warrant a review.

Pro forma adjustments reflect only those adjustments which are factually determinable and supportable. The unaudited pro forma combined consolidated statements of operations reflect the effect of the following pro forma adjustments:

(A)	Adjustments to eliminate historical revenue of Bantam Networks, LLC as if the acquisition had occurred on January 1, 2010 as Constant Contact discontinued the paid product offering on the acquisition date.
(B)	Adjustments to eliminate the historical amortization expense related to the historical value of Bantam Networks, LLC’s fixed assets as if the acquisition had occurred on January 1, 2010 as the capitalized software has not yet been placed in use by Constant Contact, Inc.
(C)	Adjustments to record the estimated decrease in interest income earned on the reduced cash, cash equivalents and marketable securities as a result of the $15.0 million purchase price paid.
(D)	Adjustments to record income tax expenses related to the amortization of goodwill for tax purposes utilizing federal and state statutory rates.