8-K

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): May 6, 2014

TechTarget, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-33472	04-3483216
(State or Other Jurisdiction of Incorporation	(Commission File Number)	(IRS Employer Identification No.)

275 Grove Street, Newton MA	02466
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (617) 431-9200

(Former Name or Former Address, if Changed Since Last Report)

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.

On May 6, 2014, TechTarget, Inc. (the “Company”) issued a press release announcing its results for the first fiscal quarter ended March 31, 2014. TechTarget is also posting a copy of its supplemental Shareholders Letter with respect to the completed quarter on the Investor Information section of its website at www.techtarget.com. The full text of the press release issued in connection with the announcement and the related Shareholders Letter are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K. The information contained in Item 2.02 of this Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation by reference language in such filing, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following exhibits relating to Item 2.02 shall be deemed to be furnished, and not filed:

99.1 A copy of the press release issued by TechTarget, Inc. on May 6, 2014 is furnished herewith.

99.2 A copy of the Shareholders Letter posted by TechTarget, Inc. to its website on May 6, 2014 is furnished herewith.

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.

	TechTarget, Inc.
Date: May 6, 2014	By:	/s/ Janice Kelliher
		Janice Kelliher Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

TechTarget Reports First Quarter 2014 Financial Results

Online Revenues Grow 20%

Newton, MA — May 6, 2014 — Technology media company TechTarget, Inc. (NASDAQ: TTGT) today announced financial results for the three months ended March 31, 2014.

“We are thrilled to report 20% online revenue growth over Q1 2013” said Greg Strakosch, TechTarget CEO. “This growth is due to the enthusiastic market acceptance of IT Deal Alert^™ and the continued successful expansion of our direct international operations. As a result of our Q1 results combined with our forecast, we are raising our 2014 full year guidance.”

Our revenue for Q1 2014 grew 18%, to $23 million, when compared with the same period in 2013. This growth was primarily driven by two factors: continued growth of international revenue for our online products, and further adoption of our new IT Deal Alert™ offering. Both of these factors remain key areas of focus for our management team, and we believe they are both positioned for significant continued revenue growth. In Q1, lead generation remained our primary source of revenue, while project opportunity information, driven by growth in our IT Deal Alert product, contributed approximately 15% of revenue as compared with a minimal amount for the same period in 2013.

Adjusted EBITDA (earnings before interest, other income and expense, income taxes, depreciation and amortization, as further adjusted to eliminate stock-based compensation) for Q1 2014 increased to $3.2 million compared to $0.3 million for Q1 2013.

Total gross profit margin for Q1 2014 was 71%, compared to 66% for Q1 2013. Online gross profit margin increased to 72% for Q1 2014, compared to 68% for Q1 2013. Events gross profit margin increased to 39% for Q1 2014, as compared to 37% for Q1 2013.

Net income was $0.1 million for Q1 2014 compared to a net loss of $1.5 million in Q1 2013. Adjusted net income (net income adjusted to eliminate amortization, stock-based compensation expense and the related income tax impact of these charges) for Q1 2014 was $1.3 million compared to an adjusted net loss of $0.3 million in Q1 2013. Net income per basic share for Q1 2014 was $0.00 compared to net loss per basic share of $0.04 for Q1 2013. Adjusted net income per share (adjusted net income divided by adjusted weighted average diluted shares outstanding) for Q1 2014 was $0.04 compared to adjusted net loss per share of $0.01 for Q1 2013.

As of March 31, 2014, our cash, cash equivalents and investments totaled $32.3 million, and we had no outstanding bank debt.

Recent Company Highlights

• IT Deal Alert continues to gain traction in the market with approximately 125 customers using the service in Q1 2014, generating approximately $3.4 million in revenue in Q1 2014. We had previously stated that IT Deal Alert revenue would at least triple for full-year 2014. We are updating that guidance today to state that we are now forecasting that IT Deal Alert revenue will quadruple in 2014.

• We continue to experience significant revenue growth in the international markets in which we operate. In Q1 2014, our international online revenues increased in excess of 20% compared with the same period in 2013. We expect that 2014 will be the 6^th consecutive year that international online revenue will grow by at least 20% from the prior year.

• We announced IT Deal Alert: Account Watch, a new annual subscription service powered by our Activity Intelligence™ platform which integrates with Salesforce.com. The breadth and depth of our targeted content allows IT Deal Alert: Account Watch to identify active technology projects based on the activity of serious buyers in approximately 80 technology-specific segments. Each technology segment is sold only on an annual subscription basis with a list price of $60,000 per year, per segment.

• In April, we announced the launch of SearchAWS.com™, an independent resource for enterprise IT professionals who are considering Amazon Web Services. SearchAWS.com is TechTarget’s sixth dedicated site that covers cloud computing.

• In May, we were recognized by the Boston Business Journal as one of the top 20 large companies to work for in Massachusetts. This is the 7^th time that TechTarget has been named to “The Best Places to Work” list.

Q2 and Revised 2014 Financial Guidance

In the second quarter of 2014, the Company expects total revenues to be within the range of $24.5 million to $26.2 million, online revenues within the range of $22.5 million to $24.0 million, events revenues within the range of $2.0 million to $2.2 million and adjusted EBITDA to be within the range of $3.4 million to $5.0 million.

For the full year in 2014, below is a chart of our previous and updated guidance for year over year growth:

	Previous (2/12/14)	Updated (5/6/14)
Revenue	Double-Digit	Low-to-Mid Teens
IT Deal Alert	At least Triple	Quadruple
Adjusted EBITDA	At least 50%	At least 80%

Conference Call and Webcast

TechTarget will discuss these financial results in a conference call at 5:00 p.m. (Eastern Time) today (May 6, 2014). Supplemental financial information and our Chief Executive Officer’s Letter to Shareholders will be posted to the Investor Information section of our website simultaneously with this press release.

NOTE: Our Chief Executive Officer’s Letter to Shareholders will not be read on the conference call. The conference call will include only brief remarks followed by questions and answers.

The public is invited to listen to a live webcast of TechTarget’s conference call, which can be accessed on the Investor Information section of our website at http://investor.techtarget.com/. The conference call can also be heard via telephone by dialing 1-888-317-6016 (US callers), 1-855-669-9657 (Canadian callers) or 1-412-317-6016 (International callers). For those investors unable to participate in the live conference call, a replay of the conference call will be available via telephone beginning May 6, 2014 one (1) hour after the conference call through June 6, 2014 at 9:00 a.m. ET. To listen to the replay, for US, dial 1-877-344-7529 and use the conference number 10043816. Canadian callers should dial 1-855-669-9658 and also use the conference number 10043816. International callers should dial 1-412-317-0088 and also use the conference number 10043816. The webcast replay will also be available for replay on http://investor.techtarget.com/ during the same period.

Non-GAAP Financial Measures

This release and the accompanying tables include a discussion of adjusted EBITDA, adjusted net income and adjusted net income per share, all of which are non-GAAP financial measures which are 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, other income and expense, income taxes, depreciation and amortization, as further adjusted to exclude stock-based compensation and restructuring charges, if any. The term “adjusted net income” refers to a financial measure which we define as net income adjusted for amortization, stock-based compensation and restructuring charges, if any, as further adjusted for the related income tax impact of the adjustments. The term “adjusted net income per share” refers to a financial measure which we define as adjusted net income divided by adjusted weighted average diluted shares outstanding. These non-GAAP measures 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, adjusted net income and adjusted net income per share may not be comparable to the definitions as reported by other companies. We believe adjusted EBITDA, adjusted net income and adjusted net income per share are relevant and useful information because it provides us and investors with additional measurements to compare the Company’s operating performance. These measures are 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 one of the principal financial metrics in their annual incentive compensation program. Adjusted EBITDA is also used for planning purposes and in presentations to our board of directors. Adjusted net income is useful to us and investors because it presents an additional measurement of our financial performance, taking into account depreciation, which we believe is an ongoing cost of doing business, but excluding the impact of certain non-cash expenses and items not directly tied to the core operations of our business. Furthermore, we intend to provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting. A reconciliation of these non-GAAP measures to GAAP is provided in the accompanying tables.

Forward Looking Statements

Certain matters included in this press release may be considered to be “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of the Company and members of our management team. All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding: guidance on our future financial results and other projections or measures of our future performance; our expectations concerning market opportunities and our ability to capitalize on them; and the amount and timing of the benefits expected from acquisitions, from new products or services and from other potential sources of additional revenue. Investors and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. These statements speak only as of the date of this press release and are based on our current plans and expectations, and they involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, those relating to: market acceptance of our products and services, including particularly continued increased sales of our IT Deal Alert offering and continued increased international growth; relationships with customers, strategic partners and our employees; difficulties in integrating acquired businesses; and changes in economic or regulatory conditions or other trends affecting the Internet, Internet advertising and information technology industries. These and other important risk factors are discussed or referenced in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, under the heading “Risk Factors” and elsewhere, and any subsequent periodic or current reports filed by us with the SEC. Except as required by applicable law or regulation, we do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances.

About TechTarget

TechTarget (NASDAQ: TTGT) is the online intersection of serious technology buyers, targeted technical content and technology providers worldwide. Our extensive network of online and social media, powered by TechTarget’s Activity Intelligence™ platform, redefines how technology marketers view and engage technology buyers based on their active projects, specific technical priorities and business needs. With more than 120 technology-specific websites and a wide selection of custom advertising, branding, lead generation, and sales enablement solutions, TechTarget delivers unparalleled reach and innovative opportunities to drive technology marketing success around the world.

TechTarget has offices in Atlanta, Beijing, Boston, Cincinnati, London, Munich, Paris, San Francisco, Singapore and Sydney.

To learn how you can engage with serious technology buyers worldwide, visit techtarget.com and follow us @TechTarget.

(C) 2014 TechTarget, Inc. All rights reserved. TechTarget and the TechTarget logo are registered trademarks, and IT Deal Alert, Activity Intelligence and SearchAWS.com are trademarks of TechTarget. All other trademarks are the property of their respective owners.

Contacts:
Investor Inquiries	Media Inquiries
Janice Kelliher	Peter Ross
Chief Financial Officer	Vice President, Corporate Marketing
TechTarget	TechTarget
617-431-9449	617-431-9668
jkelliher@techtarget.com	pross@techtarget.com

TECHTARGET, INC.

Consolidated Statements of Operations

(in $000’s, except per share amounts)

	For the Three Months Ended March 31,
	2014			2013
	(unaudited)
Revenues:
Online	$	22,080		$	18,475
Events		897			1,073
Total revenues		22,977			19,548
Cost of revenues:
Online (1)		6,090			5,928
Events (1)		547			676
Total cost of revenues		6,637			6,604
Gross profit		16,340			12,944
Operating expenses:
Selling and marketing (1)		9,746			9,120
Product development (1)		1,605			1,741
General and administrative (1)		3,332			3,307
Depreciation		989			872
Amortization of intangible assets		451			734
Total operating expenses		16,123			15,774
Operating income (loss)		217			(2,830	)
Interest (expense) income, net		(10	)		3
Income (loss) before provision for (benefit from) income taxes		207			(2,827	)
Provision for (benefit from) income taxes		72			(1,285	)
Net income (loss)	$	135		$	(1,542	)
Net income (loss) per common share:
Basic and diluted	$	0.00		$	(0.04	)
Weighted average common shares outstanding:
Basic		32,684			40,023
Diluted		33,631			40,023
(1) Amounts included in stock-based compensation as follows:
Cost of online revenues	$	30		$	47
Cost of events revenues		4			4
Selling and marketing		688			703
Product development		31			53
General and administrative		654			624

TECHTARGET, INC.

Reconciliation of Net Income (Loss) to Adjusted EBITDA

(in $000’s)

	For the Three Months Ended March 31,
	2014		2013
	(unaudited)
Net income (loss)	$	135	$	(1,542	)
Interest expense (income), net		10		(3	)
Provision for (benefit from) income taxes		72		(1,285	)
Depreciation		989		872
Amortization of purchase price adjustment		110		48
Amortization of intangible assets		451		734
EBITDA		1,767		(1,176	)
Stock-based compensation expense		1,407		1,431
Adjusted EBITDA	$	3,174	$	255

TECHTARGET, INC.

Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss) and Net Income (Loss) per Diluted Share to

Adjusted Net Income (Loss) per Share

(in $000’s, except per share amounts)

	For the Three Months Ended March 31,
	2014			2013
	(unaudited)
Net income (loss)	$	135		$	(1,542	)
Amortization of intangible assets		451			734
Stock-based compensation expense		1,407			1,431
Amortization of purchase price adjustment		110			48
Impact of income taxes		(828	)		(964	)
Adjusted net income (loss)	$	1,275		$	(293	)
Net income (loss) per diluted share	$	0.00		$	(0.04	)
Weighted average diluted shares outstanding		33,631			40,023
Adjusted net income (loss) per share	$	0.04		$	(0.01	)
Adjusted weighted average diluted shares outstanding		33,631			40,023
Options, warrants and restricted stock, treasury method included in adjusted weighted average diluted shares above		—			—
Weighted average diluted shares outstanding		33,631			40,023

TECHTARGET, INC.

Financial Guidance for the Three Months Ended June 30, 2014

(in $000’s)

	For the Three Months Ended June 30, 2014
	Range
Revenues	$	24,500	$	26,200
Adjusted EBITDA	$	3,400	$	5,000
Depreciation, amortization and stock-based compensation		2,783		2,783
Interest and other income, net		7		7
Provision for income taxes		250		906
Net income	$	360	$	1,304

EX-99.2

Exhibit 99.2

May 6, 2014

Dear Fellow Shareholders:

We are thrilled to report 20% online revenue growth in Q1 2014 as compared with Q1 2013.

Our strategy to use our strong balance sheet and healthy cash flow to invest in the business during the downturn is paying off. We continue to make progress with the roll-out of IT Deal Alert™ and with the continued expansion of our direct international operations.

Our revenue for the three months ended March 31, 2014 grew 18%, to $23 million, when compared with the same period in 2013. This growth was primarily driven by two factors: continued growth of international revenue for our online products, and further adoption of our new IT Deal Alert™ offering. Both of these factors remain key areas of focus for our management team, and we believe they are both positioned for significant continued revenue growth. IT Deal Alert is a subscription service that leverages our proprietary audience activity data to enable us to identify purchase intent among our audience of IT professionals. At the same time, our international business is benefitting from the continued shift in adoption of online tools from traditional print sources by IT professionals in overseas markets.

In regards to IT Deal Alert, it continues to gain traction in the market with approximately 125 customers using the service in Q1 2014. Our customers are looking for predictive data they can use to increase the productivity and efficiency of their sales and marketing teams. The most telling and powerful data for predictive selling is real time purchase intent data. Our strategy is to continue to use our proprietary purchase intent data to help our customers solve their biggest problems. One of our customers’ challenges is how to prioritize their existing prospect databases. In addition, they struggle with effectively following up on the leads they generate. IT Deal Alert offers a solution to both of these problems. As sales analytics systems become more readily available and easy-to-use, we believe that we are well positioned over the coming years to build a sizable data subscription business around our proprietary IT purchase intent data. We believe that our content model combined with our large and loyal audience creates meaningful barriers to entry.

In the three months ended March 31, 2014, our international online revenues increased in excess of 20% compared with the same period in 2013. We expect that 2014 will be the 6th consecutive year that international online revenue will grow by at least 20% from the prior year.

Updated 2014 Guidance

We are raising our forecast for 2014 from our previous guidance for year-over-year growth issued on February 12, 2014.

	Previous 2014 Guidance (2/12/14)	Updated 2014 Guidance (5/6/14)
Revenue	Double-Digit	Low-to-Mid-Teens
IT Deal Alert	At least Triple	Quadruple
Adjusted EBITDA	At least 50%	At least 80%

Q1 2014 Results

Our revenue for Q1 2014 grew 18%, to $23 million, when compared with the same period in 2013. This growth was primarily driven by two factors: continued growth of international revenue for our online products, and further adoption of our new IT Deal Alert offering. Both of these factors remain key areas of focus for our management team, and we believe they are both positioned for significant continued revenue growth. In Q1, lead generation remained our primary source of revenue, while project opportunity information, driven by growth in our IT Deal Alert product, contributed approximately 15% of revenue as compared with a minimal amount for the same period in 2013.

Adjusted EBITDA (earnings before interest, other income and expense, income taxes, depreciation and amortization, as further adjusted to eliminate stock-based compensation) for Q1 2014 increased to $3.2 million compared to $0.3 million for Q1 2013.

Total gross profit margin for Q1 2014 was 71%, compared to 66% for Q1 2013. Online gross profit margin increased to 72% in Q1 2014, compared to 68% for Q1 2013. Events gross profit margin increased to 39% for Q1 2014, as compared to 37% for Q1 2013.

IT Deal Alert Update

As previously stated, our strategy to scale this business consists of four elements: 1. We want to continue to drive adoption by our customers; 2. We want to renew our existing IT Deal Alert customers at a high rate; 3. As most of our customers are still testing the service within one technology segment, we want our customers to eventually buy multiple segments; 4. Our long term strategy is to migrate customers who are currently buying this service quarterly to buy the service as an annual subscription.

While it is too early to draw firm conclusions from our results against these four efforts, we are encouraged by the early progress we have made and the trend is clear that sales and marketing management prefer using data to drive IT purchase decisions. We are well positioned to benefit from this trend.

We are making good progress against all of these initiatives. We’ve added approximately 25 new customers in Q1. Early renewal data for our top 100 customers’ initial contracts is in excess of 70% and renewal conversations are still ongoing that have the potential to improve this rate. Our revenue renewal rate for these contracts is better than 200% as many customers are adding additional segments when they get past their initial test phase. We have signed our first handful of annual contracts.

We recently launched IT Deal Alert: Account Watch. This product is available for approximately 80 different technology segments. This service is sold only on an annual subscription basis with a list price of $60,000 per year, per segment. Account Watch is fully integrated with Salesforce.com, which is the primary CRM system used by our customers.

We had previously stated that IT Deal Alert revenue would at least triple for full-year 2014. We are updating that guidance today to state that we are now forecasting that IT Deal Alert revenue will quadruple in 2014.

International Update

The migration of IT vendors’ international marketing budgets from offline vehicles to online is several years behind the US. As these budgets are re-allocated to online, we believe we will continue to benefit from our extensive content platform and our leadership position among the largest IT vendors. We continue to develop our direct operations in the UK. We are optimistic about our prospects in the rest of Europe as we have only been direct in France since 2012 and in Germany, the largest IT market in Europe, since mid-2013. We continue to add sales resources in the Asia-Pacific (APAC) region, including appointing our first APAC VP of Sales. While our presence in Latin America is still relatively small, it is our fastest growing region.

During the first quarter, we introduced IT Deal Alert Qualified Sales Opportunities in the UK. IT Deal Alert revenue in the UK accounted for roughly 10% of overall IT Deal Alert revenue in Q1. We have plans to roll out IT Deal Alert Qualified Sales Opportunities in the rest of Europe and in APAC later this year.

Traffic Update

Organic search-driven and direct website traffic was up 35% in Q1 with organic and direct traffic representing over 90% of all traffic in the quarter. This is a testament to the power of our targeted content model, which is the foundation of our data business. It is also important because it is one of the main reasons why we enjoyed 72% online gross margins in Q1.

Balance Sheet

Our balance sheet remains strong. As of March 31, 2014, our cash, cash equivalents and investments totaled $32.3 million and we had no outstanding bank debt.

Q2 2014 Guidance

We expect overall revenue in Q2 2014 to be between $24.5 and $26.2 million. We expect online revenue to be between $22.5 and $24.0 million. We expect event revenue to be between $2.0 and $2.2 million. We expect Adjusted EBITDA to be between $3.4 and $5.0 million.

Summary

2014 is off to a good start. We will continue to aggressively execute on our strategic plans for IT Deal Alert and international growth, as they both offer large market opportunities. We look forward to sharing more good news in future quarters.

Sincerely,

Greg Strakosch

Forward Looking Statements

Certain matters included in this Letter to Shareholders may be considered to be “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of the Company and members of our management team. All statements contained in this Letter to Shareholders, other than statements of historical fact, are forward-looking statements, including those regarding: guidance on our future financial results and other projections or measures of our future performance; our expectations concerning market opportunities and our ability to capitalize on them; and the amount and timing of the benefits expected from acquisitions, from new products or services and from other potential sources of additional revenue. Investors and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. These statements speak only as of the date of this Letter to Shareholders and are based on our current plans and expectations, and they involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, those relating to: market acceptance of our products and services, including particularly continued increased sales of our IT Deal Alert offering and continued increased international growth; relationships with customers, strategic partners and our employees; difficulties in integrating acquired businesses; and changes in economic or regulatory conditions or other trends affecting the Internet, Internet advertising and information technology industries. These and other important risk factors are discussed or referenced in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, under the heading “Risk Factors” and elsewhere, and any subsequent periodic or current reports filed by us with the SEC. Except as required by applicable law or regulation, we do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances.