Attached files
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) November 3,
2016
Autobytel Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-34761
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33-0711569
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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18872
MacArthur Boulevard, Suite 200, Irvine,
California
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92612-1400
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s telephone number, including area code (949)
225-4500
Not
Applicable
(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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 2.02 Results of
Operations and Financial Condition.
On
November 3, 2016, Autobytel Inc., a Delaware corporation
(“Autobytel” or the “Company”), announced
in a press release its financial results for the quarter ended
September 30, 2016. A copy of Autobytel’s press release
announcing these financial results is attached as Exhibit 99.1 to
this Current Report on Form 8-K.
In
connection with the press release, the Company also held a
conference call that was webcast on November 3, 2016. Presentation
slides referenced during the conference call were available on
Autobytel’s website for viewing by call
participants. A transcript of that call together with
presentation slides referenced during the conference call are
attached hereto as Exhibit 99.2 to this Current Report on Form
8-K.
The
attached press release, transcript and presentation slides contain
information that includes the following Non-GAAP financial measures
as defined in Regulation G adopted by the Securities and Exchange
Commission: “Non-GAAP Income” and “Non-GAAP
EPS.” The Company defines (i) Non-GAAP Income
as generally accepted accounting principles
(“GAAP”) net income before amortization of
acquired intangibles, non-cash stock-based compensation,
acquisition costs, severance costs, gain on investment, litigation
settlements and income taxes; and (ii) Non-GAAP EPS as Non-GAAP
Income divided by weighted average diluted shares
outstanding. The Company’s management believes
that presenting Non-GAAP Income and Non-GAAP EPS provides useful
information to investors regarding the underlying business trends
and performance of the Company’s ongoing operations and are
better metrics for monitoring the Company’s performance given
the Company’s net operating loss carryforwards, acquisitions
and non-cash stock based compensation. These Non-GAAP
financial measures are used in addition to and in conjunction with
results presented in accordance with GAAP and should not be relied
upon to the exclusion of GAAP financial measures. Management
strongly encourages investors to review the Company’s
consolidated financial statements in their entirety and to not rely
on any single financial measure. A table providing a
reconciliation of Non-GAAP Income and Non-GAAP EPS is included with
the press release and the presentation slides filed as Exhibits
99.1 and 99.2, respectively, to this Current Report on Form
8-K.
The
Company also provided guidance as to its 2016 Non-GAAP Income and
Non-GAAP EPS. Although the Company provided a reconciliation of
Non-GAAP Income and Non-GAAP EPS, it did not provide a
reconciliation of its 2016 Non-GAAP Income or Non-GAAP EPS guidance
to the most directly comparable GAAP financial measures because the
effect, timing and potential significance of the effects of tax
considerations, primarily related to the Company’s net
operating loss carryforwards, are out of the Company’s
control and/or cannot be reasonably predicted. Consequently,
reconciliations to the corresponding GAAP financial measures are
not available without unreasonable effort.
The
attached press release, transcript and presentation slides are
incorporated herein solely for purposes of this Item 2.02
disclosure. The information furnished pursuant to this
Item 2.02, including the exhibits attached hereto, shall not be
deemed to be filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (“Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall it
be incorporated by reference into any filings under the Securities
Act of 1933, as amended, or the Exchange Act, regardless of any
incorporation by reference language of such filing. In
addition, the press release, transcript and presentation slides
furnished as exhibits to this report include “safe
harbor” language pursuant to the Private Securities
Litigation Reform Act of 1995, stating that certain statements
about Autobytel’s business contained in the press release,
transcript and presentation slides are
“forward-looking” rather than
“historic.”
Item
9.01 Financial Statements
and Exhibits.
(d)
Exhibits
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99.1
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Press
Release dated November 3, 2016
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99.2
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Transcript
of Autobytel Inc.’s Conference Call dated November 3, 2016
and Conference Call Presentation Slides
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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Date:
November 8, 2016
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AUTOBYTEL INC.
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By:
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/s/ Glenn E. Fuller
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Glenn
E. Fuller, Executive Vice President, Chief Legal and Administrative
Officer and Secretary
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INDEX OF EXHIBITS
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Exhibit No.
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Description of Document
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99.1
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Press Release dated
November 3, 2016
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99.2
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Transcript of
Autobytel Inc.’s Conference Call dated November 3, 2016 and
Conference Call Presentation Slides
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