-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NHUy94ISAvhkz033W8Jgz8HT2OcrL5s0LniVedxrhHlxFU0Z85uivQ8ZQaVfj2sX Db9nXlEGH/BE+a+j6qrDXg== 0001095811-01-503417.txt : 20010730 0001095811-01-503417.hdr.sgml : 20010730 ACCESSION NUMBER: 0001095811-01-503417 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010727 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUTOWEB COM INC CENTRAL INDEX KEY: 0001077009 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING [7500] IRS NUMBER: 770412737 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-25577 FILM NUMBER: 1690256 BUSINESS ADDRESS: STREET 1: 3270 JAY STREET BUILDING 6 CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4085549552 MAIL ADDRESS: STREET 1: 3270 JAY STREET BUILDING 6 CITY: SANTA CLARA STATE: CA ZIP: 95054 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AUTOBYTEL COM INC CENTRAL INDEX KEY: 0001023364 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 330711569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 18872 MACARTHUR BLVD STREET 2: SUITE 200 CITY: IRVINE STATE: CA ZIP: 92612-1400 BUSINESS PHONE: 9492254500 MAIL ADDRESS: STREET 1: AUTO BY TEL CORP STREET 2: 18872 MACARTHUR BLVD 2ND FL CITY: IRVINE STATE: CA ZIP: 92612-1400 FORMER COMPANY: FORMER CONFORMED NAME: AUTO BY TEL CORP DATE OF NAME CHANGE: 19960920 425 1 a74418e425.txt FORM 425 1 Filed by autobytel.com inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company:Autoweb.com, Inc. Commission File No. 000-25577 AT AUTOBYTEL.COM: Geri Weinfeld, Director, Investor Relations Geriw@autobytel.com 949/225-4553 Melanie Webber, Director, Corporate Communications Melaniew@autobytel.com 949/862-3023 AUTOBYTEL.COM REPORTS SECOND QUARTER 2001 RESULTS IRVINE, CA -JULY 26, 2001- Autobytel.com (Nasdaq: ABTL) today reported financial results for the quarter ended June 30, 2001. Revenue for the second quarter was $15.7 million, down 8 percent from revenue of $17.1 million in the same quarter of the prior year, and down 6 percent sequentially from revenue of $16.7 million in the quarter ended March 31, 2001. For the second quarter, $1.6 million of total revenue was related to an agreement with General Motors, $1.2 million was related to international fees and licenses, and $1.4 million was derived from related products. The company reported a net loss, excluding charges, in the second quarter of $3.0 million or $0.15 per common share, compared with a net loss, excluding charges, of $3.1 million, or $0.15 per common share, for the quarter ended March 31, 2001. The company reported EBITDA, excluding charges, for the second quarter of 2001 of $(4.9) million, or $(0.24) per common share, compared with EBITDA, excluding charges, of $(3.5) million or $(0.17) per common share, for the quarter ended March 31, 2001. In the second quarter, the company incurred $33.6 million of charges resulting from a $21.6 million write down of goodwill associated with the company's acquisition of Carsmart, $6.2 million in costs associated with obsolete international software and write-off of investments in certain ventures, $5.0 million in charges related to the restructuring of Autobytel Europe (ABTE), and $0.8 million in charges related to contract terminations and other costs. The company reported a net loss, including the charges, for the second quarter of 2001 of $36.6 million or $1.80 per common share, compared with a net loss of $9.8 million, or $0.48 per common share, in the same quarter of the prior year, and with a net loss, including charges, of $4.1 million, or $0.20 per common share, in the quarter ended March 31, 2001. 2 As of June 30, 2001, Autobytel.com's cash and cash equivalents were $37 million, excluding $30 million of funds of ABTE. Cash on hand at ABTE may be reduced substantially as a result of ongoing discussions with other investors in ABTE. 2001 OUTLOOK Mark Lorimer, President and CEO of Autobytel.com, reiterated his statement from last week, "We believe we will reach EBITDA break-even in the fourth quarter of 2001 on a combined basis with Autoweb." The company intends to provide updated guidance for the third quarter shortly after the expected closing of the Autoweb transaction during the third quarter. SECOND QUARTER HIGHLIGHTS ACQUISITION: On April 11, 2001 the company announced the proposed acquisition of Autoweb which is expected to close during the third quarter. The combination of the two companies will provide a broad range of marketing, management, and content services to automotive retailers and manufacturers. "Our recent agreement to combine with Autoweb, once completed, will not only expand our market share lead and extend our dealer network, it should make Autobytel.com a leader in automotive information services and provide us with significant manufacturer relationships," commented Lorimer. PROGRAM FEES: Due to the economic environment, which has unfavorably impacted dealer expenditures on online marketing, the company experienced some pressure on program fees and dealer count during the quarter. Lorimer said, "We are confident that, as the new measures we have instituted in our dealer sales and support department take hold, dealers will recognize that Autobytel.com provides one of the most cost effective methods of customer acquisition and will prove to be a key tool in the face of the current economic environment." OEM RELATIONSHIPS: On May 1, 2001, Autobytel.com and General Motors launched a 90 day test of locate-to-order online car buying in metropolitan Washington D.C. with Chevrolet dealers. According to Lorimer, "We are very pleased with the results thus far. D.C. metro area consumers appear to like this model. About 80% of all the vehicles on the 22 dealer lots are listed online." INTERNATIONAL: On June 28, 2001, the company announced a restructuring of Autobytel Europe (ABTE) to enhance efficiencies. ABTE was formed largely to extend into new businesses with new investors in additional European countries at a time when the capital market climate in general was healthier for online investment. The company intends to continue to do business in Europe. According to Lorimer, President and CEO of Autobytel.com and Chairman of ABTE, "Autobytel is committed to exploring opportunities with new and existing partners in the European market and globally on a case-by-case basis." PRODUCT DEVELOPMENT: The company plans to introduce new products during subsequent quarters to enhance its portfolio of dealer offerings. "Our strategy has been to provide products and services that generate efficiencies for our dealers and OEMs through the use of the Internet. Over the next several quarters we plan to introduce new dealer centric tools directly related to driving such efficiencies as well as continuing to develop our initiatives with OEMs. Our current locate-to-order test in Washington D.C., working with both dealers and a manufacturer, and the key role Autobytel.com-created dealer tools can play in the future of this industry, make a compelling case for the company's continued focus on this strategic direction. The proposed acquisition of Autoweb, and the expanded dealer body, OEM relationships and significant data tools it can bring, will serve to further extend Autobytel's platform for this strategy," concluded Lorimer. ABOUT AUTOBYTEL.COM INC. autobytel.com inc. (Nasdaq:ABTL), the global leader in online automotive commerce, brings car buyers, owners, and sellers together in a trusted environment, empowered by the Internet. 2 3 Through its extensive automotive content and multiple purchasing, financing, insurance and service options, Autobytel.com offers consumers choice and peace of mind throughout the automotive lifecycle, while providing its network of accredited dealers and automotive services partners the most efficient way to reach online car buyers and owners. Autobytel.com has networks of dealers nationwide and is the seventh largest generator of automotive sales in the United States, just behind GM, Ford, DaimlerChrysler, Toyota, Honda and Nissan. Headquartered in Irvine, California, Autobytel.com is recognized as the company that transformed the $1 trillion new car industry when it invented online car buying. THE STATEMENTS CONTAINED IN THIS PRESS RELEASE THAT ARE NOT HISTORICAL FACTS ARE FORWARD-LOOKING STATEMENTS UNDER THE FEDERAL SECURITIES LAWS. THESE FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT. ACTUAL OUTCOMES AND RESULTS MAY DIFFER MATERIALLY FROM WHAT IS EXPRESSED IN, OR IMPLIED BY, SUCH FORWARD-LOOKING STATEMENTS. AUTOBYTEL.COM UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. AMONG THE IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN, OR IMPLIED BY, THE FORWARD-LOOKING STATEMENTS ARE CHANGES IN GENERAL ECONOMIC CONDITIONS, INCREASED DEALER ATTRITION, INCREASED PRESSURE ON PROGRAM FEES, INCREASED OR UNEXPECTED COMPETITION, THAT ACTUAL COSTS AND EXPENSES OF THE ACTIONS DISCUSSED ABOVE IN THIS PRESS RELEASE EXCEED THE CHARGES TAKEN BY THE COMPANY, THE COMPANY'S FAILURE TO REALIZE ANTICIPATED SYNERGIES RELATED TO THE PROPOSED MERGER WITH AUTOWEB AND DIFFICULTIES ASSOCIATED WITH SUCCESSFULLY INTEGRATING THE PARTIES' BUSINESSES AND TECHNOLOGIES IF THE MERGER IS COMPLETED, CHANGES IN LAWS AND REGULATIONS AND OTHER MATTERS DISCLOSED IN AUTOBYTEL.COM'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. INVESTORS ARE STRONGLY ENCOURAGED TO REVIEW OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2000, AND OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION FOR A DISCUSSION OF RISKS AND UNCERTAINTIES THAT COULD AFFECT OPERATING RESULTS AND THE MARKET PRICE OF OUR STOCK. ADDITIONAL INFORMATION AND WHERE TO FIND IT. Autobytel filed a registration statement on Form S-4 in connection with the proposed transaction with Autoweb and mailed a joint proxy statement/prospectus to the stockholders of Autobytel containing information about the proposed transaction. Investors and securityholders are advised to read the joint proxy statement/ prospectus regarding the potential transaction because it contains important information. Investors and securityholders may obtain a free copy of the registration statement and the joint proxy statement/prospectus and other reports, documents, proxy statements and other information filed by Autobytel with the Securities and Exchange Commission at the Commission's web site at www.sec.gov. The joint proxy statement/ prospectus and these other documents may also be obtained free of charge from Autobytel at 949-862-1355 or investor@Autobytel.com. 3 4 autobytel.com inc. CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except share and per share data) (unaudited)
THREE MONTHS ENDED -------------------------------------------------- JUNE 30, MARCH 31, JUNE 30, 2001 2001 2000 ------------ ------------ ------------ Revenue: Program fees $ 11,547 $ 12,864 $ 13,935 Automotive consulting 1,600 1,400 -- International 1,201 1,253 1,170 Related products and services 1,380 1,136 1,979 ------------ ------------ ------------ Total revenue 15,728 16,653 17,084 ------------ ------------ ------------ Operating expenses: Sales and marketing 12,781 13,279 17,892 Product and technology development 4,356 3,786 6,607 General and administrative 3,487 3,086 3,046 ------------ ------------ ------------ Total operating expenses before depreciation, amortization, stock compensation expense and charges 20,624 20,151 27,545 ------------ ------------ ------------ Operating loss before depreciation, amortization, stock compensation expense and charges (4,896) (3,498) (10,461) ------------ ------------ ------------ Depreciation, amortization and stock compensation expense 839 787 904 ------------ ------------ ------------ Operating loss before charges (5,735) (4,285) (11,365) ------------ ------------ ------------ Goodwill impairment 21,614 -- -- International restructuring and related charges 11,202 -- -- Domestic restructuring and other charges 869 992 -- ------------ ------------ ------------ Total charges 33,685 992 -- ------------ ------------ ------------ Operating loss (39,420) (5,277) (11,365) Interest income, net 923 1,150 1,603 Foreign currency exchange gain (loss) (259) 717 (1) Equity loss in unconsolidated subsidiary -- (500) -- ------------ ------------ ------------ Loss before minority interest and provision for income taxes (38,756) (3,910) (9,763) Minority interest gain (loss) 2,105 (128) -- ------------ ------------ ------------ Loss before provision for income taxes (36,651) (4,038) (9,763) Provision (benefit) for income taxes (10) 38 21 ------------ ------------ ------------ Net loss $ (36,641) $ (4,076) $ (9,784) ============ ============ ============ Basic and diluted net loss per share $ (1.80) $ (0.20) $ (0.48) ============ ============ ============ Operating loss before depreciation, amortization, stock compensation expense and charges $ (4,896) $ (3,498) $ (10,461) ============ ============ ============ Basic and diluted operating loss per share, before depreciation, amortization, stock compensation expense and charges $ (0.24) $ (0.17) $ (0.52) ============ ============ ============ Net loss, excluding charges $ (2,956) $ (3,084) $ (9,784) ============ ============ ============ Basic and diluted net loss per share, excluding charges $ (0.15) $ (0.15) $ (0.48) ============ ============ ============ Shares used in computing basic and diluted net loss per share 20,364,619 20,354,430 20,251,218 ============ ============ ============
4 5 autobytel.com inc. CONSOLIDATED BALANCE SHEETS (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) ASSETS
JUNE 30, DECEMBER 31, 2001 2000 --------- --------- (UNAUDITED) Current assets: Cash and cash equivalents, includes restricted amounts of $3,317 and $15,029, respectively $ 67,351 $ 81,945 Accounts receivable, net of allowance for doubtful accounts of $1,716 and $1,494, respectively 6,413 6,638 Prepaid expenses and other current assets 2,490 4,127 --------- --------- Total current assets 76,254 92,710 Property and equipment, net 1,753 2,537 Investments -- 1,353 Goodwill, net 1,300 23,755 Capitalized software, net 3,626 3,338 Notes receivable -- 530 Other assets 84 86 --------- --------- Total assets $ 83,017 $ 124,309 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 10,598 $ 9,828 Accrued expenses 11,000 7,519 Deferred revenues 5,398 6,360 Customer deposits 187 185 Other current liabilities 180 371 --------- --------- Total current liabilities 27,363 24,263 Other long-term liabilities -- 47 --------- --------- Total liabilities 27,363 24,310 --------- --------- Minority interest 6,682 8,193 Commitments and contingencies Stockholders' equity: Common stock, $0.001 par value; 200,000,000 shares authorized; 20,366,848 and 20,336,083 shares issued and outstanding, respectively 20 20 Warrants 1,332 1,332 Additional paid-in capital 187,444 186,097 Accumulated other comprehensive loss (3,480) (16) Accumulated deficit (136,344) (95,627) --------- --------- Total stockholders' equity 48,972 91,806 --------- --------- Total liabilities and stockholders' equity $ 83,017 $ 124,309 ========= =========
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