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
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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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:
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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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TABLE OF CONTENTS
Item 2.02 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 script (the “Script”) for such conference call is furnished
as Exhibit 99.1 and is incorporated by reference herein. An audio replay of such conference call
and the related question-and-answer session will be available for at
least twelve months on our website at www.atg.com.
The
information, including, without limitation, all forward-looking
statements, contained in the
Script or 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 contained in the Script or 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.
The Script
contains, and 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 included in the Script or 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 Script
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 Script, 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 earlier today and furnished to the Commission today 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.
Item 9.01 Financial Statements and Exhibits.
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| Number |
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Title |
99.1
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Script for conference call held February 1, 2010 |