Attached files
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| EX-99.2 - TRANSCRIPT OF AUTOWEB, INC.'S CONFERENCE CALL DATED AUGUST 2, 2018 - AutoWeb, Inc. | ex99-2.htm |
| EX-99.1 - PRESS RELEASE DATED AUGUST 2, 2018 - 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) August 2,
2018
AutoWeb, 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
(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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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
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On
August 2, 2018, AutoWeb, Inc., a Delaware corporation
(“AutoWeb” or
“Company”),
announced in a press release its financial results for the quarter
ended June 30, 2018. A copy of AutoWeb’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 August 2, 2018. A transcript of
that call is attached as Exhibit 99.2 to this Current Report on
Form 8-K.
The
attached press release and transcript contain information that
includes the following Non-GAAP financial measures as defined in
Regulation G adopted by the Securities and Exchange Commission:
“Non-GAAP (Loss) Income” and “Non-GAAP
EPS.” The Company defines (i) Non-GAAP (Loss) Income
as generally accepted accounting principles
(“GAAP”) net
(loss) income before amortization of acquired intangibles, non-cash
stock-based compensation, severance costs, gain or loss on
investment or sale, litigation settlements, goodwill impairment and
income taxes; and (ii) Non-GAAP EPS as Non-GAAP (Loss) Income
divided by weighted average diluted shares outstanding. The
Company’s management believes that presenting Non-GAAP (Loss)
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 tax credits. 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 Non-GAAP (Loss) Income and Non-GAAP EPS are included at the end
of the press release attached as Exhibit 99.1 to this Current
Report on Form 8-K.
The
attached press release and transcript 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 and transcript 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 AutoWeb’s business
contained in the press release and transcript 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
Press Release dated
August 2, 2018
Transcript of AutoWeb, Inc.’s Conference Call dated August 2,
2018
SIGNATURES
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.
Date:
August 8, 2018
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AUTOWEB,
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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