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
========= =========
5