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Filed by Autoweb.com, Inc. (Commission File No. 000-25577)
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: autobytel.com inc.
(Commission File No. 000-22239)
AUTOWEB REPORTS FIRST QUARTER RESULTS
SANTA CLARA, Calif., April 25 /PRNewswire/ -- Autoweb.com (Nasdaq: - ), a
leading consumer automotive Internet service, today announced financial results
for the first quarter ended March 31, 2001.
Net revenues for the first quarter of 2001 were $10.1 million, compared to $15.8
million for the first quarter of 2000 and $9.8 million for the fourth quarter of
2000.
Pro-forma net loss for the first quarter of 2001 was $5.6 million, or $0.19 per
share, compared to $7.2 million, or $0.28 per share for the first quarter of
2000 and $11.3 million, or $0.38 per share for the fourth quarter of 2000.
Pro-forma EBITDA loss for the first quarter was $3.7 million compared to
pro-forma EBITDA losses in the first and fourth quarters of 2000 of $5.3 million
and $9.3 million respectively. The pro-forma net loss and pro-forma EBITDA for
the first quarter of 2001 exclude a sales and marketing settlement charge of
$12.6 million related to the favorable restructuring of the Company's
partnership agreements, and acquisition related costs of $850,000 associated
with the recently announced merger agreement with Autobytel. Net loss for the
first quarter, which includes the items noted above, was $19.1 million, or $0.65
per share, compared to $7.2 million, or $0.28 per share in the first quarter of
2000 and $14.4 million, or $0.49 per share in the fourth quarter of 2000.
"We see the first quarter as a success by every measure, as we returned to
sequential revenue growth and improved along key financial metrics, such as
gross profit margins and cash flow. Additionally, we completed the restructuring
of our marketing programs, reducing future obligations at March 31, 2001 by
approximately $40 million," said Jeffrey Schwartz, President and CEO of Autoweb.
"We are also proceeding according to plan with our merger agreement with
Autobytel, which will create a leading force in the online automotive business."
Autoweb's CFO, Michael Schmidt added, "Our intense focus on increasing the
profitability of our revenues has enabled us to continue our trend toward cash
profitability while maintaining a cash position of $13.2 million at the end of
the first quarter. This is particularly impressive considering that we have now
completed our restructuring and satisfied all related financial obligations.
Both our financial results and cash position at the end of this quarter reflect
a significant reduction in our quarterly cash loss, as well as improvements in
key balance sheet metrics."
First Quarter Conference Call
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Autoweb's first quarter 2001 conference call will be held on Wednesday, April
25, 2001 at 4:30 p.m. ET. To listen to the call over the Internet, please
connect to: . A replay of the call will be available through May 2, 2001 at
800-642-1687.
About Autoweb
Autoweb.com is a leading automotive Internet service, guiding users through
every stage of vehicle ownership. Through its direct and referral commerce
channels, Autoweb.com offers consumers a variety of ways to purchase new and
used vehicles in conjunction with vehicle manufacturers, local Member Dealers
and other commerce partners. The Company's Web site also provides consumers with
a wide range of automotive-related products to support the complete lifecycle of
the vehicle, including finance, insurance and maintenance. Autoweb.com features
comprehensive, unbiased research from its Automotive Information Center (AIC)
division.
Autoweb also continues to set the standard in the business-to-business
marketplace by providing Web sites with the most advanced technology to view
automotive information, and accurate and reliable automotive data and content.
Currently, major automobile manufacturers, including DaimlerChrysler, Ford,
General Motors, Honda and Toyota, use Autoweb's automotive data to power their
sites. Some of the major consumer portals also use Autoweb's content and
technology, including AOL, Yahoo, Lycos, MSN and Carpoint. AutoSuite is highly
configurable for any individual AIC customer, as the interface can match look
and feel, while vehicles (both target and competitor) and specific features can
be limited to desired selections. For more information, please visit
http://www.autoweb.com and http://www.autosite.com.
Safe Harbor Statement:
Certain statements in this news release, including statements
that include words such as "expects," "believes" or other future-oriented
statements, are forward-looking statements. Forward-looking statements involve
risks and uncertainties that could cause actual results to differ from
anticipated results. In particular, factors that could cause Autoweb not to
reach profitability in 2001 include, but are not limited to: our ability to
attract consumers through existing portal relationships; the combined viability
of current and new car buying process on our site; consumer acceptance of online
car buying and our ability to continue to reduce expenses without comparable or
greater revenue reductions; and the effect of the restructuring of certain
marketing agreements; the failure to realize anticipated synergies related to
the proposed merger with Autobytel.com, failure to obtain required stockholder
or regulatory approvals or the merger not closing for any other reason, failure
of the combined company to retain and hire key employees, and difficulties in
successfully integrating the parties' businesses and technologies. Other risks
and uncertainties include the fact that the Company received a Nasdaq Staff
Determination letter on March 1, 2001, indicating that the Company has failed to
comply with the minimum bid price requirement for continued listing, and is
subject to delisting from the Nasdaq National Market; changes in competitive
behavior or market forces; uncertainties regarding response from the vehicle
manufacturers; changes in the legal or regulatory environment, changes or lack
of changes in consumer preferences over time,
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technological challenges and an inability to forecast future traffic and
transactions. Further information on risk factors that could affect results is
detailed in Autoweb's filings with the Securities and Exchanges Commission,
including its Registration Statement on Form S-1 (No. 333-71177) and its Form
10-Q for the quarter ended September 30, 2000, filed with the Securities and
Exchanges Commission, including (without limitation) under the captions, "Risk
Factors" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations." Additional information which is set forth in those
sections in Autoweb's Annual Report on Form 10-K for the year ended December 31,
2000.
AUTOWEB.COM, INC.
CONDENSED BALANCE SHEETS
(In thousands)
March 31, December 31,
2001 2000
--------- ------------
ASSETS
Current assets:
Cash, cash equivalents and
short term investments $13,191 $27,137
Accounts receivable, net 8,545 8,518
Prepaid expenses and other
current assets 5,716 10,149
Total current assets 27,452 45,804
Property and equipment, net 1,887 2,285
Intangible assets, net 10,104 11,878
Deposits 177 177
Total assets $39,620 $60,144
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and other accrued expenses $ 2,425 $ 3,705
Accrued payroll and related expenses 897 991
Deferred revenue 540 773
Current portion of notes and lease
obligations payable 205 314
Total current liabilities 4,067 5,783
Notes and lease obligations, net of
current portion 0 0
Total liabilities 4,067 5,783
Stockholders' equity 35,553 54,361
Total liabilities and stockholders' equity $39,620 $60,144
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AUTOWEB.COM, INC.
CONDENSED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
Three Months Ended
March 31,
----------------------
2001 2000
-------- --------
Net revenues $ 10,094 $ 15,794
Cost of net revenues 1,919 1,661
Gross profit 8,175 14,133
Operating expenses:
Sales and marketing 8,389 14,667
Sales & marketing -- settlement charge 12,635 0
Product development 1,595 1,926
General and administrative 2,065 2,922
Merger related costs 850 0
Stock based compensation 312 419
Amortization of intangibles 1,775 1,745
Total operating expenses 27,621 21,679
Loss from operations (19,446) (7,546)
Interest and other income, net 325 318
Net loss $(19,121) $ (7,228)
Net loss per share:
Basic and diluted $ (0.65) $ (0.28)
Weighted average shares -- basic and diluted 29,535 25,503
Supplemental Financial Data
Pro forma EBITDA(1) $ (3,690) $ (5,331)
Pro forma net loss(2) $ (5,636) $ (7,228)
Weighted average net loss
per share -- basic and diluted(3) $ (0.19) $ (0.28)
(1) Defined as pro forma net loss before interest, depreciation and
amortization.
(2) Defined as net loss exclusive of merger related costs and sales & marketing
settlement charge.
(3) Defined as pro forma net loss divided by weighted average shares -- basic
and diluted.
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Additional Information and Where to Find It.
Autobytel plans to file a registration statement on Form S-4 in connection with
the proposed transaction and Autobytel and Autoweb expect to mail a joint proxy
statement/prospectus to the stockholders of Autobytel and Autoweb containing
information about the proposed transaction. Investors and securityholders are
advised to read the joint proxy statement/prospectus regarding the potential
transaction referred to above, when it becomes available, because it will
contain important information. The registration statement will be filed with the
Securities and Exchange Commission by Autobytel and the joint proxy
statement/prospectus will be filed with the Securities and Exchange Commission
by both companies. Investors and securityholders may obtain a free copy of the
registration statement and the joint proxy statement/prospectus (when available)
and other reports, documents, proxy statements and other information filed by
Autobytel and Autoweb 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 or from Autoweb at 800-707-9552.
Autobytel will be, and its executive officers and directors may be, soliciting
proxies from Autobytel's stockholders with respect to the transactions
contemplated by the Acquisition Agreement. The following are the directors and
executive officers of Autobytel: Mark W. Lorimer, Michael Fuchs, Amit Kothari,
Jeffrey H. Coats, Mark N. Kaplan, Kenneth J. Orton, Robert S. Grimes, Peter
Titz, Dennis Benner, Andrew Donchak, Ariel Amir, Howard Layson and Richard Post.
In addition, Autoweb will be, and its executive officers and directors may be,
soliciting proxies from the stockholders of Autoweb with respect to the
transactions contemplated by the Acquisition Agreement. The following are the
directors and executive officers of Autoweb: Dean DeBiase, Jay Hoag, Mark Ross,
Lawrence Lepard, Jeffrey Schwartz, Michael Schmidt, Nadyne Edison, Jerry Karr,
William Barrett, Meri E. Glade, Regan Senkarik, Steve Cottrell and Fred Ruffin.
A description of any interests that Autoweb's directors and executive officers
have in the merger will be available in the Proxy Statement/Prospectus.
Contacts:
Media Relations - Autobytel
Melanie Webber, Autobytel, 949.862.3023 (melaniew@Autobytel.com)
Betsy Isroelit, RBI Communications, Inc., 323.960.1360 ext. 17
(betsy@rbicom.com)
Cassandra Cavanah, RBI Communications, Inc., 323.960.1360 ext. 30
(cassandra@rbicom.com)
Media Relations - Autoweb
Jenny Connorton (MWW Group) 212-827-3762
Michelle Beilsmith (MWW Group) 212-827-3748
Richard Schineller (MWW Group) 212-827-3743