- Current report filing (8-K)
June 10 2009 - 4:20PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): June 10, 2009 (June 4,
2009)
TECHTARGET,
INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
1-33472
|
04-3483216
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
117
Kendrick Street, Needham, MA 02494
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (781) 657-1000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General
Instruction A.2. below):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item 2.02
Results
of Operations and Financial Condition
TechTarget,
Inc. (the "Company") is providing today the following preliminary revenue and
adjusted EBITDA estimates for the fourth quarter of 2008 and for the full 2008
calendar year. These estimates are unaudited and are subject to change as
the Company completes its audit for the 2008 fiscal year.
Preliminary
revenues for the fourth quarter of 2008 are $26.7 million, of which $19.7
million is online revenue. Preliminary revenues for 2008 are $104.5 million, of
which $77.4 million is online revenue.
In
December 2008, the Company incurred a one-time restructuring charge of $1.5
million related to a reduction in workforce, the exiting of certain office space
and the closure of its two print publications. Preliminary adjusted EBITDA
(earnings before interest, taxes, depreciation and amortization, as adjusted for
stock-based compensation and excluding the restructuring charge) for the fourth
quarter of 2008 is $6.1 million. Preliminary adjusted EBITDA for 2008
is $21.0 million
Non-GAAP
Financial Measures
This
filing on Form 8-K includes a discussion of adjusted EBITDA, which is a non-GAAP
financial measure provided as a complement to results provided in accordance
with accounting principles generally accepted in the United States of America
("GAAP"). The term "adjusted EBITDA" refers to a financial measure that we
define as earnings before net interest, income taxes, depreciation, and
amortization, as further adjusted for stock-based compensation and to exclude
restructuring charges. This Non-GAAP measure should be considered in
addition to results prepared in accordance with GAAP, but should not be
considered a substitute for, or superior to, GAAP results. In addition, our
definition of adjusted EBITDA may not be comparable to the definitions as
reported by other companies. We believe adjusted EBITDA is relevant and
useful information because it provides us and investors with additional
measurements to compare the Company’s operating performance. This measure is
part of our internal management reporting and planning process and are primary
measures used by our management to evaluate the operating performance of our
business, as well as potential acquisitions. The components of adjusted EBITDA
include the key revenue and expense items for which our operating managers are
responsible and upon which we evaluate their performance. In the case of senior
management, adjusted EBITDA is used as the principal financial metric in their
annual incentive compensation program. Adjusted EBITDA is also used for planning
purposes and in presentations to our board of directors. Furthermore, we
intend to provide this non-GAAP financial measure as part of our future earnings
discussions and, therefore, the inclusion of this non-GAAP financial measures
will provide consistency in our financial reporting.
Item
4.02(a) Non-Reliance on Previously Issued
Financial Statements or a Related Audit Report or Completed Interim
Review
On June
4, 2009, the Company concluded, and the Audit Committee of the Board of
Directors of the Company (the “Committee”) after discussion with the Company’s
independent registered public accounting firm, Ernst & Young LLP, approved,
that the Company’s unaudited financial statements for the first, second and
third quarters of 2008, as reported on Forms 10-Q filed on May 15, 2008, August
14, 2008 and November 14, 2008, respectively, as well as the
Company’s audited financial statements for the fiscal years ending December 31,
2004, 2005, 2006 and 2007, need to be restated. Accordingly, the Company is
reporting in this filing on Form 8-K today that the Company's financial
statements for the fiscal years ended December 31, 2004, 2005, 2006 and 2007,
and each quarterly period included within such fiscal years and earnings
releases should no longer be relied on.
As
previously disclosed in the Company’s prior filings, the Company’s conclusion
relates to the Company’s review of the timing of recognizing revenues for its
online offerings for all periods to be reported in its 2008 Form 10-K. The
review is specific to the timing of revenue recognition and does not impact
operating expenses. In addition, the review did not affect the total
amount of revenues to be recognized for any given contract.
Set out
in the table below is a summary of the preliminary changes to revenues for the
periods referred to above. The Company anticipates it will file amendments
to those Forms 10-Q, as well as its Form 10-K for 2008, prior to July 15,
2009.
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Revenues
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Preliminary
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As
Previously
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|
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Revenues
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|
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Dollar
|
|
|
Percentage
|
|
Period
Reported
|
|
Reported
|
|
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As
Restated
|
|
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Change
|
|
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Change
|
|
|
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(unaudited)
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(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Year
ended December 31, 2004
|
|
$
|
46,727
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|
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$
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45,284
|
|
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$
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(1,443
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)
|
|
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(3.1
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Year
ended December 31, 2005
|
|
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66,746
|
|
|
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66,811
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|
|
|
65
|
|
|
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0.1
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%
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|
|
|
|
|
|
|
|
|
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|
|
|
|
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Year
ended December 31, 2006
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|
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79,012
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|
|
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79,199
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|
|
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187
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|
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0.2
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%
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|
|
|
|
|
|
|
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Year
ended December 31, 2007
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94,665
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92,250
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(2,415
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)
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(2.6
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%)
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Nine
months ended September 30, 2008
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78,465
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77,873
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(592
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)
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(0.8
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%)
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Totals
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$
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365,615
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$
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361,417
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$
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(4,198
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)
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(1.1
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%)
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Reconciliation
of Net Income to Adjusted EBITDA
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(in
$000's)
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Three
Months Ended December 31, 2008
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Year
Ended December 31, 2008
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(unaudited)
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Net
Income
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$
|
442
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$
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1,765
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Interest
Income, net
|
|
|
506
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|
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1,441
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Provision
For Income Taxes
|
|
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1,048
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2,784
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Depreciation
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|
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522
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2,406
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Amortization
of Intangible Assets
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1,235
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5,306
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EBITDA
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2,741
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10,820
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Stock-Based
Compensation Expense
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1,842
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8,671
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Restructuring
Charge
|
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1,494
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1,494
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Adjusted
EBITDA
|
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$
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6,077
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$
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20,985
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SIGNATURE
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 hereunto
duly authorized.
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TECHTARGET,
INC.
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Date: June
10, 2009
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By:
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/s/ ERIC
SOCKOL
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Eric
Sockol
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Treasurer
and Chief Financial Officer
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