Attached files
| file | filename |
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| EX-99.2 - EXHIBIT 99.2 - AutoWeb, Inc. | ex99-2.htm |
| EX-99.1 - EXHIBIT 99.1 - AutoWeb, Inc. | ex99-1.htm |
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) March 9,
2017
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
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Results
of Operations and Financial Condition.
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On
March 9, 2017, Autobytel Inc., a Delaware corporation
(“Autobytel” or
“Company”),
announced in a press release its financial results for the quarter
and the year ended December 31, 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 March 9, 2017. 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
or loss on investment or sale, litigation settlements and income
taxes; and (ii) Non-GAAP EPS as Non-GAAP Income divided by weighted
average diluted shares outstanding. Note that for comparative
purposes in the Company’s forward-looking guidance for 2017
set forth in the press release, transcript, and presentation
slides, the percentage growth calculations of revenues and Non-GAAP
Income exclude 2016 revenues and Non-GAAP Income related to the
Company’s specialty finance leads product that was divested
on December 31, 2016. The Company’s management believes that
presenting Non-GAAP Income and Non-GAAP EPS, and excluding the 2016
revenues and Non-GAAP Income related to the Company’s
specialty finance leads product from the percentage growth
calculations of revenues and Non-GAAP Income in the forward-looking
guidance for the year ending December 31, 2017, 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 effects of the Company’s net operating loss
carryforwards, acquisitions, non-cash stock based compensation, and
the divestiture of the specialty finance leads product. 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. Tables providing
reconciliations of revenues, Non-GAAP Income and Non-GAAP EPS to
the most directly comparable financial measure or measures are
included at the end of the press release and in 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 2017 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 2017 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.”
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Item 9.01
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Financial Statements and Exhibits
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(d)
Exhibits
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99.1
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Press Release dated
March 9, 2017
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99.2
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Transcript of
Autobytel Inc.’s Conference Call dated March 9, 2017 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.
Date:
March 14, 2017
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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
March 9, 2017
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99.2
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Transcript of
Autobytel Inc.’s Conference Call dated March 9, 2017 and
Conference Call Presentation Slides
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