Attached files
| file | filename |
|---|---|
| EX-99.2 - TRANSCRIPT OF AUTOBYTEL INC.'S CONFERENCE CALL - AutoWeb, Inc. | ex99-2.htm |
| EX-99.1 - PRESS RELEASE - 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) May 4,
2017
Autobytel Inc.
(Exact name of registrant as specified in its charter)
|
Delaware
|
|
1-34761
|
|
33-0711569
|
|||
|
(State or other jurisdiction of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
|||
|
18872 MacArthur Boulevard, Suite 200, Irvine,
California
|
|
|
|
92612-1400
|
|||
|
(Address
of principal executive offices)
|
|
|
|
(Zip Code)
|
|||
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:
|
☐
|
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))
|
|
Indicate by check mark whether the registrant is an emerging growth
company. See definition of an “emerging growth company”
in Rule 12b-2 of the Exchange Act:
|
Emerging growth company
|
|
☐
|
|
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.
|
|
☐
|
|
|
||
|
Item 2.02
|
Results of Operations and Financial Condition.
|
On May
4, 2017, Autobytel Inc., a Delaware corporation
(“Autobytel” or
“Company”),
announced in a press release its financial results for the quarter
ended March 31, 2017. 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 May 4, 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. In addition to the foregoing
Non-GAAP financial measures, for year-over-year comparisons, prior
year results for all periods presented are adjusted to exclude the
Company’s specialty finance leads product, which was divested
on December 31, 2016, which comparisons and prior year results are
also Non-GAAP financial measures as defined by Regulation G. The
Company’s management believes that presenting Non-GAAP Income
and Non-GAAP EPS and the adjusted year-over-year comparisons and
prior year results 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 and recent
acquisitions and divestitures. 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 Income and Non-GAAP EPS and the adjusted year-over-year
comparisons and prior year results 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. Note that for comparative purposes, the foregoing
guidance excluded 2016 revenues, Non-GAAP Income and Non-GAAP EPS
related to the Company’s specialty finance leads product that
was divested on December 31, 2016. Additionally, 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.”
|
Item 9.01
|
Financial Statements and Exhibits
|
(d)
Exhibits
|
99.1
|
|
Press Release dated
May 4, 2017
|
|
99.2
|
|
Transcript of
Autobytel Inc.’s Conference Call dated May 4, 2017 and
Conference Call Presentation Slides
|
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:
May 9, 2017
|
|
AUTOBYTEL INC.
|
|
|
|
By:
|
/s/Glenn
E. Fuller
|
|
|
|
Glenn
E. Fuller, Executive Vice
President,
Chief Legal and
Administrative
Officer and Secretary
|
INDEX OF EXHIBITS
|
Exhibit No.
|
|
Description of
Document
|
|
99.1
|
|
Press Release dated
May 4, 2017
|
|
99.2
|
|
Transcript of
Autobytel Inc.’s Conference Call dated May 4, 2017 and
Conference Call Presentation Slides
|