Current Report Filing (8-k)
14 March 2018 - 8:28AM
Edgar (US Regulatory)
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 8,
2018
AutoWeb, Inc.
(Exact name of registrant as specified in its charter)
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,
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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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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).
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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Item
2.02
Results of Operations and Financial Condition.
On
March 8, 2018, AutoWeb, Inc., a Delaware corporation
(“
AutoWeb
” or
“
Company
”),
announced in a press release its financial results for the quarter
and the year ended December 31, 2017. 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 March 8, 2018. Presentation slides referenced during the
conference call were available on AutoWeb’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 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, goodwill
impairment, 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 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
Financial Statements and Exhibits.
(d) Exhibits
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Press
Release dated March 8, 2018
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Transcript
of AutoWeb, Inc.’s Conference Call dated March 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:
March 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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Glenn
E. Fuller, Executive Vice President, Chief Legal and Administrative
Officer and Secretary
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