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Non-GAAP Measures
This press release references BrightTALK’s estimated adjusted EBITDA, which is a non-GAAP financial measure. Adjusted EBITDA means earnings before net interest, other income and expense, income taxes, depreciation and amortization, as further adjusted to exclude stock-based compensation and other one-time charges, if any. We believe that Adjusted EBITDA provides relevant and useful information to enable us and investors to compare our operating performance using an additional measurement. 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. We are unable to provide a reconciliation of BrightTalk’s estimated adjusted EBITDA to estimated net income at this time without unreasonable effort.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included or referenced in this press release that address activities, events or developments which we expect will or may occur in the future are forward-looking statements, including, but not limited to, statements regarding our intent, beliefs or current expectations and those of our management team with respect to our acquisition of BrightTALK and our updated revenue guidance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “going to,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, priorities, plans, or intentions. These forward-looking statements involve known and unknown risks and uncertainties that may cause TechTarget’s actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. Important factors that may cause or contribute to such differences include the risk that the parties will not be able to complete the transaction on the anticipated timeline or at all; the risk that the conditions to the completion of the transaction will not be satisfied on a timely basis or at all; the risk that TechTarget is unable to raise requisite financing for the transaction on acceptable terms or at all; the risk that TechTarget will not realize the anticipated benefits of the transaction; the risk that TechTarget will not be able to successfully integrate BrightTALK’s business into TechTarget’s business; the risk that TechTarget will incur higher than expected or unexpected costs in connection with the transaction; the risk that TechTarget will not be able to retain or hire key personnel; the risk that disruption from the transaction may adversely affect TechTarget’s business, including its relationships with its customers and employees; and such other factors as are set forth in the risk factors detailed from time to time in TechTarget’s filings with the Securities and Exchange Commission, including, without limitation, the risk factors detailed in TechTarget’s Annual Report on Form 10-K for the year ended December 31, 2019 and TechTarget’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, which are incorporated herein by reference. TechTarget specifically disclaims any obligation to update these forward-looking statements, except to the extent required by law.
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