Registrant’s
telephone number, including area code
(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))
Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.001 per share
AUTO
The Nasdaq Capital Market
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
☐
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.
☐
C:
Item 2.02
Results of Operations and Financial Condition.
On
March 11, 2021, AutoWeb, Inc., a Delaware corporation
(“AutoWeb” or
“Company”),
announced in a press release its financial results for the fourth
quarter and full year ended December 31, 2020. 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 11, 2021. 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 “Adjusted EBITDA,” a non-GAAP financial
measure as defined in Regulation G adopted by the Securities and
Exchange Commission. The Company defines Adjusted EBITDA as net loss before
interest, taxes, depreciation, amortization, non-cash stock-based
compensation, non-cash gains or losses, and other extraordinary
items. The Company’s management believes that
presenting Adjusted EBITDA 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. This non-GAAP measure
also assists management in its operational and financial
decision-making and monitoring the Company’s performance. In
addition, the Company uses Adjusted EBITDA as a measure for
determining incentive compensation targets. Adjusted EBITDA is 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
statement in their entirety and to not rely on any single financial
measure. A table providing a reconciliation of Adjusted EBITDA to
the most comparable GAAP financial measure is 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.”
Transcript of
AutoWeb, Inc.’s Conference Call dated March 11,2021
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.
