Attached files
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EX-99.2 - TRANSCRIPT OF AUTOWEB, INC.'S CONFERENCE CALL - AutoWeb, Inc. | ex99-2.htm |
EX-99.1 - PRESS RELEASE DATED NOVEMBER 8, 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): November 8,
2018
AutoWeb, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-34761
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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 Blvd., Suite 200, Irvine, California
92612
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(Address of
principal executive offices)
949-225-4500
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(Registrant's
Telephone number)
Not Applicable
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(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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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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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).
Emerging growth company
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☐
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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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☐
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Item 2.02
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Results of Operations and Financial
Condition.
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On
November 8, 2018, AutoWeb, Inc., a Delaware corporation
(“AutoWeb”
or “Company”),
announced in a press release its financial results for the quarter
ended September 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 November 8, 2018. Presentation
slides referenced during the conference call were available on the
Company’s website for viewing by call participants. A
transcript of that call, including the presentation slides
referenced during the conference call, is attached 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 (Loss) Income,” “Non-GAAP
EPS,” “Adjusted Gross Profit,” and
“Adjusted Gross Margin.” 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, long-lived asset impairment and
income taxes; (ii) Non-GAAP EPS as Non-GAAP (Loss) Income divided
by weighted average diluted shares outstanding; (iii) Adjusted
Gross Profit as GAAP gross profit minus the one-time cost of
revenues –
impairment charge due to the DealerX platform license; and (iv)
Adjusted Gross Margin as GAAP gross margin excluding the impact of
the one-time cost of revenues – impairment charge due to the
DealerX platform license. 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 (Loss)
Income, Non-GAAP EPS, Adjusted Gross Profit, Adjusted Gross Margin,
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, as well as providing for more consistent
period-over-period comparisons. These Non-GAAP financial measures
also assist management in its operational and financial
decision-making and monitoring the Company’s performance. In
addition, the Company uses Non-GAAP (Loss) Income and Non-GAAP EPS
as a measure for determining incentive compensation targets. 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, Non-GAAP EPS, Adjusted
Gross Profit, Adjusted Gross Margin, 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 attached as Exhibits
99.1 and 99.2, respectively, to this Current Report on Form
8-K.
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 AutoWeb’s business contained in the press release,
transcript and presentation slides are
“forward-looking” rather than
“historic.”
Item 9.01
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Financial Statements and
Exhibits.
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(d) Exhibits
Press Release dated
November 8, 2018
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Transcript of AutoWeb,
Inc.’s Conference Call dated November 8, 2018 and Conference
Call Presentation Slides
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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:
November 13, 2018
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AUTOWEB,
INC.
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By:
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/s/ Glenn E.
Fuller
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Name:
Glenn E. Fuller,
Title: Executive Vice President, Chief Legal
and
Administrative Officer and Secretary
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