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8-K - FORM 8-K - Constant Contact, Inc. | b84952e8vk.htm |
EX-2.1 - EX-2.1 - Constant Contact, Inc. | b84952exv2w1.htm |
Exhibit 99.1
CONSTANT CONTACT ADDS SOCIAL CRM CAPABILITIES WITH
THE ACQUISITION OF BANTAM LIVE
THE ACQUISITION OF BANTAM LIVE
Acquisition of highly scalable technology marks a key step in the companys evolution to
an engagement marketing hub for small businesses and nonprofits
an engagement marketing hub for small businesses and nonprofits
WALTHAM, MA February 16, 2011
Constant Contact®, Inc. (Nasdaq: CTCT), the trusted marketing
advisor to more than 400,000 small organizations, today announced the acquisition of Bantam Live, a
pioneering contact management and social CRM provider owned and operated by privately held Bantam
Networks, LLC. Under the terms of the deal, which closed on February 15, 2011, Constant Contact
acquired substantially all of the assets and assumed certain
liabilities of Bantam Networks for a cash purchase price of $15
million, subject to certain post-closing adjustments.
New York-based Bantam Live provides Constant Contact a social CRM platform built on a robust and
flexible Ruby on Rails® platform, plus an experienced and talented team focused on developing
products and tools for small business. Bantam Lives social CRM technology will help to create a
unified repository of data across all channels, including clicks, email opens, survey responses,
event participation and social media interactions. It will play a crucial role in how data is
captured, reported and analyzed for Constant Contacts more than 400,000 small business customers,
helping them better track, measure and increase customer engagement.
The acquisition marks an important step in Constant Contacts ability to offer small organizations
a platform to launch and monitor customer engagement campaigns across multiple channels, including
email, social media and events. By understanding how their customers share, refer, endorse and
engage across all channels, small businesses will be able to engage their customers and drive
business success. Social CRM functionality will eventually be built into all of the companys
products, including a paid social media marketing offering, which the company expects to release in
the second half of 2011. This product will help small organizations create and launch integrated
social campaigns, marking a key step in the companys engagement marketing roadmap.
Building highly-engaged customer relationships is the number one pain point for small
organizations. To do this, they need a unified view of their contacts across all channels, from
email addresses to social media connections, to event registrations, said Gail Goodman, CEO of
Constant Contact. With the Bantam Live acquisition and our internal development initiatives, we
are building a platform that delivers a targeted approach to building stronger customer
relationships and cultivating new ones the number one business driver for small organizations.
Armed with better, targeted insight, small organizations can more easily turn prospects into
customers or members, and fans into advocates.
Bantam Lives social CRM technology is a
highly scalable technology that is the perfect
accelerator to Constant Contacts business and technology vision, enabling them to more quickly
build and launch a complete engagement marketing platform for small organizations, said John
Rourke, CEO of Bantam Live. We are pleased to combine two winning technologies to help build a
solution that helps small organizations promote, track, and analyze customer engagement.
The acquisition of Bantam Live underscores Constant Contacts continuing commitment to open
application technology, a key driver in the adoption and evolution of small business solutions.
Constant Contact will integrate Bantam Lives Ruby on Rails-based technology with Constant
Contacts Java-based SaaS solution to create a highly scalable and flexible platform that serves
the evolving technology needs of its growing customer base.
Rourke will join the companys strategy and innovation team. Bantam Live CTO Henry Poydar will
join Constant Contact as a director of engineering, leading the technical integration. The entire
Bantam Live team will continue to be based in New York City, working from a new Constant Contact
development office to be opened this year.
While Constant Contact integrates the social CRM technology into its core engagement marketing
services, Bantam Live will be free of charge to active Bantam Live customers.
To learn more, visit http://conta.cc/frYzvW.
As a result of this acquisition, the company is updating its financial guidance for the first
quarter of 2011 and full year 2011 to reflect the incremental costs, including closing costs,
associated with the transaction. These incremental costs will impact the first quarter
profitability on both a GAAP and a non-GAAP basis. For the full year 2011, the company is
maintaining its previously issued guidance for non-GAAP net income per share and adjusted EBITDA.
Prior Guidance | ||||
First Quarter 2011: | (February 3rd, 2011) | New Guidance | ||
Total revenue |
$49.9 to $50.2 million | $49.9 to $50.2 million | ||
GAAP net loss |
$(1.6) to $(1.9) million | $(2.2) to $(2.5) million | ||
GAAP net loss per share |
$(0.05) to $(0.06) | $(0.07) to $(0.08) | ||
Adjusted EBITDA |
$4.25 to $4.50 million | $3.75 to $4.00 million | ||
Non-GAAP net income per share |
$0.03 to $0.04 | $0.01 to $0.02 | ||
Stock-based compensation expense |
$2.9 million | $3.0 million |
Guidance assumes basic weighted average shares outstanding of 29.4 million and diluted weighted
average shares outstanding of 30.6 million.
Prior Guidance | ||||
Full Year 2011: | (February 3rd, 2011) | New Guidance | ||
Total revenue
|
$217 to $219 million | $217 to $219 million | ||
GAAP net loss
|
$6.2 to $7.7 million | $5.9 to $7.4 million | ||
GAAP net loss per share
|
$0.21 to $0.26 | $0.20 to $0.25 | ||
Adjusted EBITDA
|
$34.3 to $35.7 million | $34.3 to $35.7 million | ||
Non-GAAP net income per share
|
$0.61 to $0.66 | $0.61 to $0.66 | ||
Stock-based compensation expense
|
$13.0 million | $13.3 million |
Guidance assumes diluted weighted average shares outstanding of 31.0 million.
Additional details and information about the terms and conditions of the acquisition will be
available in a Current Report on Form 8-K to be filed by Constant Contact with the Securities and
Exchange Commission.
About Constant Contact, Inc.
Constant Contact is revolutionizing the success formula for small organizations through affordable,
easy-to-use Engagement Marketing tools that help create and grow customer relationships. More
than 400,000 small businesses, nonprofit organizations, and member associations worldwide rely on
Constant Contact as their engagement hub for starting and driving ongoing customer dialogs through
email marketing, social media marketing, event marketing, and online surveys. All Constant Contact
products come with unrivaled know how, education and free coaching with a personal touch, including
award-winning customer support.
Constant Contact and the Constant Contact Logo are registered trademarks of Constant Contact, Inc.
All Constant Contact product names and other brand names mentioned herein are trademarks or
registered trademarks of Constant Contact, Inc. All other company and product names may be
trademarks or service marks of their respective owners.
Non-GAAP Financial Measures
This press release contains references to the following non-GAAP financial measures: adjusted
EBITDA and non-GAAP net income per share. Adjusted EBITDA is calculated by taking GAAP net income
(loss), adding depreciation and amortization, stock-based compensation, adjusting for taxes, then
subtracting interest and other income. Non-GAAP net income per share is calculated by adding back
stock-based compensation expense to GAAP net income (loss) and dividing this total by weighted
average shares outstanding.
Constant Contact believes that these non-GAAP measures of financial results provide useful
information to management and investors regarding certain financial and business trends relating to
Constant Contacts financial condition and results of operations. The companys management uses
these non-GAAP measures to compare the companys performance to that of prior periods for trend
analyses, for purposes of determining executive and senior management incentive compensation and
for budgeting and planning purposes. These measures are used in monthly financial reports prepared
for management and in monthly and quarterly financial reports presented to the companys board of
directors. The company believes that the use of these non-GAAP financial measures provides an
additional tool for investors to use in evaluating ongoing operating results and trends and in
comparing the companys financial measures with other software-as-a-service companies, many of
which present similar non-GAAP financial measures to investors.
Management of the company does not consider these non-GAAP measures in isolation or as an
alternative to financial measures determined in accordance with GAAP. The principal limitation of
these non-GAAP financial measures is that they exclude significant expenses and income that are
required by GAAP to be recorded in the companys financial statements. In addition, they are
subject to inherent limitations as they reflect the exercise of judgments by management about which
expenses and income are excluded or included in determining these non-GAAP financial measures. In
order to compensate for these limitations, management presents non-GAAP financial measures in
connection with GAAP results.
Cautionary Language Concerning Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to,
statements regarding the impact of the acquisition of Bantam Live on Constant Contacts business
and operations, the companys evolution to an engagement marketing hub for small business and
nonprofits, the companys plans to offer a social media marketing product in the second half of
2011, the Companys position as one of the fastest growing SaaS companies, the Companys plans to
open an office in New York City and Constant Contacts financial guidance for the second quarter of
2011 and full year 2011. These forward-looking statements are made as of the date they were first
issued and were based on managements current expectations, estimates, forecasts and projections as
well as the beliefs and assumptions of our management. Words such as expect, anticipate,
should, believe, hope, target, project, goals, estimate, potential, predict,
may, will, might, could, intend, variations of these terms or the negative of these terms
and similar expressions are intended to identify these forward-looking statements. Forward-looking
statements are subject to a number of risks and uncertainties, many of which involve factors or
circumstances that are beyond Constant Contacts control. Constant Contacts actual results could
differ materially from those stated or implied in forward-looking statements due to a number of
factors, including but not limited to, the companys ability to successfully integrate the Bantam
Live technology into its own products, the companys ability to attract new customers and retain
existing customers, the companys dependence on the market for email marketing services for small
businesses, non-profits, and associations, adverse economic conditions in general and adverse
economic conditions specifically affecting the markets in which the company operates, adverse
regulatory or legal developments, the companys ability to continue to promote and maintain its
brand in a cost-effective manner, changes in the competitive environment, the companys ability to
compete effectively, the
companys ability to successfully develop and introduce new products, including its planned social
media marketing product, and add-ons or enhancements to existing products, the companys ability to
manage growth, the companys ability to attract and retain key personnel, the companys ability to
protect its intellectual property and other proprietary rights, and other risks detailed in
Constant Contacts most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission as well as other documents that may be filed by the Company from time to time with the
Securities and Exchange Commission. Past performance is not necessarily indicative of future
results. The forward-looking statements included in this press release represent Constant Contacts
views as of the date of this press release. The company anticipates that subsequent events and
developments will cause its views to change. Constant Contact undertakes no intention or obligation
to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise. These forward-looking statements should not be relied upon as representing
Constant Contacts views as of any date subsequent to the date of this press release.
###
(CTCT-F)
Media Contact:
Erika Dornaus
Constant Contact
(781) 482-7039
edornaus@constantcontact.com
Erika Dornaus
Constant Contact
(781) 482-7039
edornaus@constantcontact.com
Investor Contact:
Jeremiah Sisitsky
Constant Contact
(339) 222-5740
jsisitsky@constantcontact.com
Jeremiah Sisitsky
Constant Contact
(339) 222-5740
jsisitsky@constantcontact.com