<Page>
Exhibit 13.1
Financial Statements
CHOICEPARTS, LLC
YEAR ENDED DECEMBER 31, 2001 AND PERIOD FROM
MAY 4, 2000 (INCEPTION) TO DECEMBER 31, 2000
WITH REPORT OF INDEPENDENT AUDITORS
<Page>
ChoiceParts, LLC
Financial Statements
Year ended December 31, 2001 and period from
May 4, 2000 (inception) to December 31, 2000
CONTENTS
<Table>
Report of Independent Auditors.................................................1
Financial Statements
Balance Sheets.................................................................2
Statements of Operations.......................................................3
Statements of Members' Equity..................................................4
Statements of Cash Flows.......................................................5
Notes to Financial Statements..................................................6
</Table>
<Page>
Independent Auditors' Report
Board of Directors
ChoiceParts, LLC
We have audited the accompanying balance sheets of ChoiceParts, LLC (the
Company) as of December 31, 2001 and 2000, and the related statements of
operations, members' equity, and cash flow for the year ended December 31, 2001
and the period from May 4, 2000 (inception) to December 31, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to report on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ChoiceParts, LLC at December
31, 2001 and 2000, and the results of its operations and its cash flows for the
year ended December 31, 2001 and the period from May 4, 2000 (inception) to
December 31, 2000, in conformity with accounting principles generally accepted
in the United States.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has incurred losses since inception and filed
a lawsuit against a competitor in January 2001 citing anticompetitive practices
by this competitor and its ultimate owners. These conditions raise substantial
doubt about the Company's ability to continue as a going concern. Management's
plans with regard to these matters are also described in Note 2. The financial
statements do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or to the amount and classification of
liabilities that might result from the outcome of this uncertainty.
February 15, 2002
/s/ Ernst & Young LLP
1
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ChoiceParts, LLC
Balance Sheets
<Table>
<Caption>
DECEMBER 31
2001 2000
---------------------------------
ASSETS
Current assets:
Cash and equivalents $ 1,036,955 $ 3,566,620
Due from Reynolds & Reynolds and ADP 1,409,453 1,517,973
Deposits and other current assets 234,164 418,000
--------------------------------
Total current assets 2,680,572 5,502,593
Property and equipment, net 771,041 853,457
Capitalized software, net of $274,270 of amortization 961,730 ------
Restricted cash 500,000 500,000
--------------------------------
Total assets $ 4,913,343 $ 6,856,050
================================
LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Accounts payable $ 912,864 $ 1,627,144
Due to Reynolds & Reynolds and ADP 772,892 941,972
Accrued payroll 819,444 572,398
Other accrued liabilities 726,822 736,756
--------------------------------
Total current liabilities 3,232,022 3,878,270
Mandatorily redeemable preferred member's interest 1,300,320 1,159,468
Members' equity:
Members' interests 16,948,002 9,348,002
Accumulated deficit (16,567,001) (7,529,690)
--------------------------------
Total members' equity 381,001 1,818,312
--------------------------------
Total liabilities and members' equity $ 4,913,343 $ 6,856,050
================================
</Table>
See accompanying notes.
2
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ChoiceParts, LLC
Statements of Operations
<Table>
<Caption>
PERIOD FROM
MAY 4, 2000
YEAR ENDED (INCEPTION) TO
DECEMBER 31, DECEMBER 31,
2001 2000
----------------------------------
Net sales $ 14,952,980 $ 9,816,867
Cost of sales (8,747,901) (6,013,591)
----------------------------------
Gross profit 6,205,079 3,803,276
Sales and marketing 1,624,097 553,661
Product development 4,301,381 3,060,066
Asset impairment - 3,396,859
General and administrative 9,367,446 4,375,934
----------------------------------
Total operating expenses 15,292,924 11,386,520
Operating loss (9,087,845) (7,583,244)
----------------------------------
Interest income 191,386 138,022
----------------------------------
Net loss $ (8,896,459) $ (7,445,222)
==================================
</Table>
See accompanying notes.
3
<Page>
ChoiceParts, LLC
Statements of Members' Equity
<Table>
<Caption>
MEMBERS' ACCUMULATED
INTERESTS DEFICIT TOTAL
-----------------------------------------------
Balance at May 4, 2000 $ - $ - $ -
Capital contributions 9,348,002 - 9,348,002
Dividends on Mandatorily Redeemable Preferred (84,468) (84,468)
Member's Interest
Net loss (7,445,222) (7,445,222)
-----------------------------------------------
Balance at December 31, 2000 9,348,002 (7,529,690) 1,818,312
Capital contributions 7,500,000 7,500,000
Dividends on Mandatorily Redeemable Preferred (140,852) (140,852)
Member's Interest
Warrants issued in acquisition 100,000 100,000
Net loss (8,896,459) (8,896,459)
-----------------------------------------------
Balance at December 31, 2001 $ 16,948,002 $ (16,567,001) $ 381,001
===============================================
</Table>
See accompanying notes
4
<Page>
ChoiceParts, LLC
Statements of Cash Flows
<Table>
<Caption>
PERIOD FROM
MAY 4, 2000
YEAR ENDED (INCEPTION) TO
DECEMBER 31, DECEMBER 31,
2001 2000
------------------------------------
OPERATING ACTIVITIES
Net loss $ (8,896,459) $ (7,445,222)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 640,188 69,641
Asset impairment -- 3,396,859
Changes in operating assets and liabilities:
Due from Reynolds & Reynolds and ADP 108,520 (1,517,973)
Deposits and other assets 183,836 (418,000)
Accounts payable (714,280) 1,627,144
Due to Reynolds & Reynolds and ADP (169,080) 941,972
Accrued payroll 247,046 572,398
Other accrued liabilities (9,934) 736,756
------------------------------------
Net cash used in operating activities (8,610,163) (2,036,425)
INVESTING ACTIVITIES
Purchase of property and equipment (283,502) (923,098)
Acquisition of software (1,136,000)
Purchases and development of software (2,973,857)
Purchases of letter of credit (restricted cash) -- (500,000)
------------------------------------
Net cash used in investing activities (1,419,502) (4,396,955)
FINANCING ACTIVITIES
Member equity contributions 7,500,000 8,925,000
Preferred member equity contributions -- 1,075,000
------------------------------------
Net cash provided by financing activities 7,500,000 10,000,000
------------------------------------
Net increase in cash (2,529,665) 3,566,620
Cash - Beginning of period 3,566,620 --
------------------------------------
Cash - End of period $ 1,036,955 $ 3,566,620
====================================
Noncash activities:
Contribution of developed software $ -- $ 423,002
Warrants issued in acquisition of software $ 100,000 $ --
====================================
</Table>
See accompanying notes.
5
<Page>
ChoiceParts, LLC
Notes to Financial Statements
December 31, 2001
1. DESCRIPTION OF BUSINESS AND FORMATION OF COMPANY
ChoiceParts, LLC (the Company) develops and operates aftermarket auto parts
locator/transaction products for the automobile dealer and collision repair
market. The Company was formed in April 2000 and commenced operations May 4,
2000, as a limited liability company in accordance with the Limited Liability
Company Act (LLCA) of the state of Delaware. The Company does not have a
termination date. Simultaneously with the formation of the Company, the
Company's members entered into an operating agreement dated May 4, 2000.
The Members, comprised of ADP, CCC Information Services and Reynolds & Reynolds,
formed the Company to develop the next-generation internet-based auto parts
locator product. The Members contributed $10,423,002, including $423,002 of
contributed technology, during 2000 and $7,500,0000 during March 2001.
ADP and Reynolds & Reynolds contributed beneficial ownership of legacy locator
products owned by ADP and Reynolds & Reynolds to the Company. The contributed
products are subscription-based and provided to approximately 6,800 auto
dealerships across the United States. In accordance with the terms of the
Operating Agreement, the Members continue to deliver the locator products to
customers, collect amounts due from the customers and charge operating and
royalty expenses to the Company. The net amount collected from the customer less
operating costs and royalty costs is remitted to the Company from Reynolds &
Reynolds or ADP. The Operating Agreement states that these billing services will
end on the earlier of the first anniversary of the commencement of operations,
May 4, 2001, or 60 days after the launch of the internet-based product. By
mutual agreement, these Founders continue to provide billing services and the
Company expects these services to continue on an as needed basis.
2. GOING CONCERN AND MANAGEMENT'S PLANS
The Company has incurred significant net losses since its inception. Due to the
uncertainty of the lawsuit as described in Note 10, there is a risk that certain
data required in order for the Company to offer its product to the large
majority of the target market will not be made available, or will be made
available at such a late date as to make questionable the Company's ability to
capture significant market share. The anticipated increase in revenues from the
new product may not be realized, and the operating losses may continue. The
Company expects that significant on-going operating expenditures
6
<Page>
will be necessary to successfully implement its business plan and develop its
service offering. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Implementation of the plans the Members
have for the Company and its ability to continue as a going concern depend on
successful resolution of the lawsuit and/or successful development of
alternative products and services.
While there is no assurance that the Company will be successful in its efforts,
the Company continues to pursue the lawsuit, and expects to achieve a favorable
outcome. The Company also continues to pursue and develop additional products
and services in its market. In accordance with the Members' Agreement, at
December 31, 2001 the Members are committed to contribute up to an additional
$7,500,000 capital investment, of which $1,000,000 was received in February
2002. The Company believes its present funding will be sufficient to support the
Company's liquidity requirements through April 2002.
If the Company is unable to secure rights to the data sought in the lawsuit and
is unsuccessful in the development of alternative products and services,
management may be required to curtail the Company's development and other
activities, a cessation of operations is likely.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with maturities of three
months or less when purchased to be cash equivalents. The carrying amount
reported in the balance sheet for cash and cash equivalents approximates its
fair value. Restricted cash represents cash held in a certificate of deposit as
security for the Company's office lease obligations.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
7
<Page>
PROPERTY AND EQUIPMENT
Property and equipment is stated on the basis of cost. Depreciation is computed
by the straight-line method over the estimated useful lives as follows:
<Table>
<Caption>
ESTIMATED
ASSET CLASSIFICATION USEFUL LIFE
------------------------------------------------------------------
Computers 3
Office equipment 3
Capitalized Software 3
Leasehold improvements 5
</Table>
REVENUE RECOGNITION
The Company recognized revenue upon notification of delivery of the locator
product from ADP or Reynolds & Reynolds.
ADVERTISING COSTS
The Company expenses advertising costs as incurred. Advertising costs expensed
were $96,892 and $363,460 in 2001 and 2000, respectively.
PRODUCT DEVELOPMENT COSTS
Product development costs consist primarily of payroll and related expenses and
the expenses of outside technical contractors, which were incurred for the
development of the Company's web-based locator/transaction product. Product
development costs are accounted for in accordance with EITF 00-2, ACCOUNTING FOR
WEB SITE DEVELOPMENT Costs and SOP 98-1, ACCOUNTING FOR THE COSTS OF COMPUTER
SOFTWARE DEVELOPED OR OBTAINED FOR INTERNAL USE. During 2001, the Company
incurred internal payroll costs related to its web-based locator product. Total
costs of $3,073,000 were incurred in 2001 for maintenance and minor enhancements
to the web-based locator/transaction products. These costs were expensed as
incurred.
8
<Page>
INCOME TAXES
The Company was formed as a limited liability company. The Company's income
(loss) is treated for federal and state income tax purposes, substantially as if
it were a partnership. Each Member's respective equitable shares in the taxable
income of the Company are reported on that Member's income tax returns.
Accordingly, the accompanying financial statements reflect no provision or
liability for income taxes.
STOCK COMPENSATION
As permitted by Statement of Financial Accounting Standards No. 123, ACCOUNTING
FOR STOCK-BASED COMPENSATION ( SFAS 123), the Company uses the intrinsic value
method to account for stock options as set forth in Accounting Principles Board
No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES (APB 25).
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards Number (FAS) 141, BUSINESS COMBINATIONS, and FAS
142, GOODWILL AND OTHER INTANGIBLES, effective for fiscal years beginning after
December 31, 2001. The application of the provisions of these statements are not
expected to affect the earnings or financial position of the Company.
4. ASSET IMPAIRMENT
During 2000, the Company capitalized $3,396,859 of certain costs paid to outside
consultants and to employees to develop the Company's web-based
locator/transaction product. Pursuant to SFAS No. 121, ACCOUNTING FOR THE
IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF, the
Company evaluated the recoverability of these long-lived assets. This web-based
locator product requires authorization to utilize certain data from automobile
manufacturers in order to be of commercial use to the Company's customers.
However, to date, the Company has been unable to obtain such data from, General
Motors, Ford, and Daimler Chrysler. While the Company has filed a lawsuit to
obtain this data and related relief (see Note 10), the uncertainty of the
outcome of the lawsuit, the rapidly changing e-commerce environment, and
potentially increased competition in this market has raised substantial doubt
about the recoverability of this asset. Accordingly, during the fourth quarter
of 2000, the Company adjusted the carrying value of this asset to zero.
9
<Page>
5. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
<Table>
<Caption>
DECEMBER 31
2001 2000
-----------------------------
-----------------------------
Computers $ 968,104 $ 702,002
Office furniture and equipment 78,432 73,759
Leasehold improvements 160,064 147,337
-----------------------------
1,206,600 923,098
Less: Accumulated depreciation and (435,559) (69,641)
amortization
-----------------------------
$ 771,041 $ 853,457
=============================
</Table>
6. ROYALTIES
The Company is required to pay royalty fees to the Members as defined in the
Services Agreement. These royalty fees approximate 30% of the Company's revenues
through May 4, 2001; 25% of revenues from May 4, 2001 through May 4, 2002; 20%
of revenues from May 4, 2002 through May 4, 2005; 15% of revenues from May 4,
2005 through May 4, 2006; and 10% of revenues from May 4, 2007 through May 4,
2010. Royalty fees amounted to $3,953,536 and $2,945,046 in 2001 and 2000
respectively, and were classified as cost of sales.
7. COMMITMENTS
The Company leases premises and equipment under operating lease agreements and
contracted services. Total rental expense under these agreements was
approximately $1,633,000 and $426,000 in 2001 and 2000, respectively. Future
minimum lease payments, as of December 31, 2001, relating to operating lease
agreements are shown below:
<Table>
2002 $ 1,361,836
2003 725,626
2004 719,522
2005 719,522
2006 and thereafter 239,841
------------
$ 3,766,347
============
</Table>
10
<Page>
8. MANDATORILY REDEEMABLE PREFERRED MEMBER'S INTEREST AND MEMBERS' EQUITY
The Operating Agreement indicates the Preferred Member, Reynolds & Reynolds,
will be allocated operating profits and losses prior to allocating operating
profits and losses to the Members. The Preferred Member will accrue a dividend
each year (12% for the first three years since inception and 15% for the next
two years). The Company shall, at any time with the majority of the votes of the
Board of Directors, have the right to redeem the Preferred Member's equity
interest plus any accrued and unpaid dividends (Preferred Amount). The Preferred
Amount shall be redeemed upon a change in control of the Company or at the
initial public offering of the Company stock, as defined in the Operating
Agreement. The Preferred Amount shall be redeemed automatically on the fifth
anniversary of inception of the Company.
9. SHARE OPTION PLAN
During December 2000, the Company's Board of Directors approved the 2000 Share
Option Plan (the Plan). The Plan provides for the issuance of options to
purchase membership interests in the Company. The options are convertible into
shares equal to .00001 percent of the aggregate membership interests in the
Company. The options will not be exercisable, even if vested, prior to the
earliest of (a) the date the Company becomes a publicly traded corporation; (b)
a change in control of the Company; or (c) July 31, 2003. The options can be
granted for periods of up to 10 years and generally vest ratably over a
four-year period with initial vesting occurring on the first anniversary from
the grant date and semi-annually thereafter.
Had stock options been accounted for under the fair value method recommended by
SFAS 123, the Company's net loss on a pro forma basis would have been:
<Table>
<Caption>
DECEMBER 31,
2001 2000
Net loss, as reported ($8,896,459) ($7,445,222)
Net loss, pro forma ($8,974,784) ($7,562,790)
</Table>
The fair value of stock options used to compute pro forma net loss is the
estimated present value at the grant date using the minimum value option-pricing
model with the following assumptions: dividend yield of 0%; risk-free interest
rate of 6.00%; and a weighted-average expected option life of five years.
11
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A summary of stock option information follows:
<Table>
<Caption>
WEIGHTED-
AVERAGE
NUMBER OF EXERCISE
SHARES PRICE
-----------------------------------
Options granted 723,500 $ 2.50
------------
Options outstanding at December 31, 2000 723,500 2.50
Options granted 181,500 2.50
Options canceled (423,000) 2.50
------------
Options outstanding at December 31, 2001 482,000 2.50
</Table>
The fair value of options granted during 2001 was $.65. No options were
exercisable at December 31, 2001. The outstanding options at December 31, 2001,
have a weighted-average remaining contractual life of 9.2 years.
12
<Page>
10. PENDING LITIGATION
On January 4, 2001, the Company filed a federal antitrust lawsuit against
General Motors, Ford, DaimlerChrysler, and a venture controlled by these
entities known as OEConnection, LLC, asserting multiple violations of the
Sherman Antitrust Act. Among other relief, the Company is requesting the federal
district court in Chicago to enjoin the defendants' alleged concerted
anticompetitive efforts aimed at blocking the Company from providing its
customized electronic automotive parts locator/transaction system to automobile
retailers and repair shops nationwide. The case has been litigated through the
preliminary injunction stage, although the federal court has determined to
withhold any ruling at the present time to enable the parties an opportunity to
conduct commercial settlement talks, which are continuing.
11. ACQUISITION OF SOFTWARE
On April 12th, 2001 the Company acquired the exclusive rights to commercialize
the CarStation CommerceSystem, a product of OnStation Corporation. Under the
agreement, the Company became the exclusive source for providing the CarStation
CommerceSystem (CCS), an integrated Internet-based parts management and
communication system that enables automotive collision repair professionals and
their parts suppliers to transact and communicate online. As part of the
agreement, the Company also acquired the CarStation.com e-commerce hub and its
customer base of automotive parts dealers, recyclers, and collision repair
shops.
The Company paid $950,000 in cash, issued warrants to acquire 1% of the Company,
and incurred $186,000 in transition costs to transfer the product to its
operating platform. The warrants have an exercise price of $1.00 and a term of
10 years. The Company ascribed a value to these warrants of $100,000. The
acquisition costs of $1,236,000 will be amortized over a thirty-six month
period. During 2001, 274,270 of these costs were amortized to general and
administrative expense in the statement of operations.
12. SUBSEQUENT EVENTS
In February 2002, the Company received an additional capital contribution of
$1,000,000 from its three Members.
13