UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 1, 2010
ART TECHNOLOGY GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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000-26679
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04-3141918 |
(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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| One Main Street, Cambridge, Massachusetts
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02142 |
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(Zip Code) |
Registrant’s telephone number, including area code: (617) 386-1000
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 2.02 |
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Results of Operations and Financial Condition. |
On
February 1, 2010, we held a conference call in
connection with our announcement of our earnings for the fiscal year and fiscal quarter
ended December 31, 2009. A copy of the transcript (the “Transcript”) for such conference call and
related question-and-answer session is furnished as Exhibit 99.1 and is incorporated by reference
herein.
The information, including,
without limitation, all forward-looking statements, provided in the
conference call and related question-and-answer session speaks only
as of February 1, 2010. We assume no obligation, and disclaim any obligation, to update information provided in the
conference call and related question-and-answer session. Investors
should be aware that we may not update such information until our next quarterly earnings conference
call, if at all.
Our representatives made, during the conference
call and the related question-and-answer
session, statements that we believe to be “forward-looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995. All statements other than statements of
historical fact made during the conference call and related
question-and-answer session, including,
without limitation, statements regarding our future financial position, business
strategy, targets, projected sales, costs, earnings, capital expenditures and cash flows, plans and
objectives of management for future operations are forward-looking statements. In addition,
forward-looking statements generally can be identified by the use of forward-looking terminology
such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project”
or “plan,” or the negative thereof or variations thereon or
similar terminology. We cannot
provide any assurance that such expectations will prove to have been correct. Important factors
that could cause actual results to differ materially from our expectations include,
without limitation, those contained from time to time in our filings
with the SEC, including, without limitation, those appearing under the heading “Risk
Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009,
filed today with the SEC.
The Transcript includes
historical and forward-looking non-GAAP financial measures. A “non-GAAP
financial measure” is a numerical measure of a company’s historical or future financial performance
that excludes amounts that are included in the most directly comparable measure calculated and
presented in the GAAP statement of operations. We believe that these figures are helpful in
allowing individuals to better assess the ongoing nature of our core operations.
Net income (non-GAAP) and net income per share (non-GAAP), as we present them in the financial data
discussed in the Transcript, have been normalized to exclude the net effects of amortization of
acquired intangible assets, equity-related compensation, and related tax adjustments. Management
believes that these normalized non-GAAP financial measures excluding these items better reflect our
operating performance as these non-GAAP figures exclude the effects of non-recurring or non-cash
expenses. Management believes that these charges are not necessarily representative of underlying
trends in our performance and their exclusion provides investors with additional information to
compare our results over multiple periods.
We consider “product license bookings,” a non-GAAP financial measure which we define as product
license revenue recognized plus net change in deferred license revenue during any given period, to
be an important indicator of growth in our software license business, as our business increasingly
evolves toward a recurring, ratable revenue model.
We use these non-GAAP financial measures internally to focus management on period-to-period changes
in our core business. We believe that this information is meaningful in addition to the information
contained in the GAAP presentation of financial information. The presentation of this additional
non-GAAP financial information is not intended to be considered in isolation or as a substitute for
the financial information prepared and presented in accordance with GAAP.
Our
earnings press release issued on February 1, 2010 and furnished
to the SEC on February
1, 2010 under cover of Form 8-K includes tables that present the most directly comparable GAAP
financial measure and reconcile non-GAAP net income and product license bookings to the comparable
GAAP measures.
The
information contained in Item 2.02 of this report and
Exhibit 99.1 attached hereto shall not be deemed
“filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933 or the Securities Exchange
Act of 1934, except as expressly set forth by specific reference in
such a filing.
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| Item 9.01 |
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Financial Statements and Exhibits. |
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| Number |
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Title |
99.1
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Transcript of conference call held February 1, 2010 |