<PAGE> 1
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: July 29, 1999
--------------------------------
autobytel.com inc.
(Exact name of registrant as specified in its charter)
0-22239
(Commission File Number)
Delaware 33-0711569
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
18872 MacArthur Boulevard
Irvine, California 92612
(Address of principal executive offices, with zip code)
(949) 225-4500
(Registrant's telephone number, including area code)
1.
<PAGE> 2
Item 5. OTHER EVENTS
On July 29, 1999, autobytel.com inc., a Delaware corporation ("autobytel.com"),
announced its financial results for the six months and quarter ended June 30,
1999. A copy of autobytel.com's press release announcing these financial results
is attached as Exhibit 99.1 hereto and incorporated by reference herein.
Also on July 29, 1999, autobytel.com announced it entered into a definitive
agreement to acquire W.G. Nichols Inc. and a related entity. The closing of the
acquisition is subject to a number of conditions, including an audit of W.G.
Nichols Inc.'s financial statements. A copy of autobytel.com's press release
announcing the definitive agreement regarding the acquisition is attached as
Exhibit 99.2 and is incorporated by reference herein.
The press releases filed as exhibits to this report include "safe harbor"
language, pursuant to the Private Securities Litigation Reform Act of 1995,
indicating that certain statements about autobytel.com's business and the
pending acquisition contained in the press releases are "forward-looking" rather
than "historic."
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) EXHIBITS
99.1 Press Release dated July 29, 1999 regarding financial
results for the six months and quarter ended June 30,
1999.
99.2 Press Release dated July 29, 1999 regarding the W.G.
Nichols acquisition.
2.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
autobytel.com inc.
Date: July 29, 1999 By: /s/ HOSHI PRINTER
------------------------------------
Hoshi Printer
Senior Vice President and Chief
Financial Officer (Principal
Financial Officer)
3.
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
99.1 Press Release dated July 29, 1999 regarding financial results
for the six months and quarter ended June 30, 1999
99.2 Press Release dated July 29, 1999 regarding the W.G. Nichols
acquisition
</TABLE>
4.
<PAGE> 1
FINAL VERSION JULY 29 - 9:30AM
FOR IMMEDIATE DISTRIBUTION
at Autobytel.com at FRB
Hoshi Printer Don Markley (general)
[email protected] [email protected]
949-862-3099 Kate Rajeck (analysts)
[email protected]
415-986-1591
AUTOBYTEL.COM REPORTS RECORD
FINANCIAL RESULTS IN SECOND QUARTER
70 Percent Revenue Growth Driven by Expanded Dealer Network and New Services;
Purchase Requests Also Hit Record Level
IRVINE, CA - JULY 29, 1999 -- Autobytel.com (Nasdaq: ABTL), the global leader in
automotive e-commerce and services, today announced financial results for the
second quarter and six months ended June 30, 1999.
Revenues for the quarter rose to $9.2 million, a 70 percent increase over
revenues of $5.4 million in the same quarter a year ago, and a 15 percent
increase over revenue of $8.0 million in the first quarter of 1999. The net loss
in the second quarter amounted to $6.0 million, or $0.33 per share, compared
with a net loss of $3.1 million, or $0.37 per share, in the comparable period a
year ago, and a net loss of $6.1 million, or $0.68 per share in the first
quarter of 1999.
For the six months, revenues expanded to $17.2 million, up 72 percent over
revenues of $10.0 million in the first six months of the prior year. The net
loss for the six months was $12.1 million, or $0.90 per share, compared with a
net loss of $10.0 million, or $1.19 per share, in the same period of the prior
year.
"Our second quarter growth reflects the record number of new paying dealers that
joined the Autobytel.com network, as well as expanded revenues derived from new
business sectors. During the quarter, we recorded a 12 percent sequential
increase in the number of paying dealers in our network, from 2,560 to 2,865,"
said Mark Lorimer, President and CEO of Autobytel.com. "In addition, we saw a
140% sequential increase in our international and value-added service fees,
which grew to 11 percent of total revenue in the second quarter, compared to 5
percent in the first quarter of 1999. Year over year, our international and
value added service fees grew by over 700%."
According to Lorimer, the number of vehicle purchase requests sent to dealers in
the second quarter reached a record 512,000, a 5 percent increase from the first
quarter of 1999, and a 74 percent increase over the same quarter a year ago.
"Historically, some seasonality in our business has resulted in a slight dip in
purchase requests from the first to second quarter. Our ability to overcome that
seasonality this year demonstrates even greater success in reaching our target
market - the serious car buyer," he said.
<PAGE> 2
"In the second quarter, 35 percent of Autobytel.com visitors that completed
purchase requests came directly to our site, rather than relying on a portal, up
from 20 percent in the same quarter last year," said Lorimer. "This is a result
of our successful branding and marketing efforts. Recent polls by Opinion
Research Corporation indicate that Autobytel.com ranks among the top seven
e-commerce companies overall in brand awareness, and is the clear brand
awareness leader in the online car buying and service segment. Last week we
launched a $15 million advertising campaign to further broaden our brand
leadership position."
"In recent months, we've also developed and launched several valuable programs
for our customers, including an insurance center where consumers can compare
quotes in real time and purchase a policy from one of four leading auto
insurers, as well as a service and maintenance site that provides service
reminders and allows consumers to schedule dealer visits," said Lorimer. "In
early July, through an arrangement with Toyota, we also became the first online
auto service to offer an extended manufacturer warranty directly to the
consumer. Finally, just last week, we announced an auto finance service that
will provide consumers with up to four on-line quotes to either finance a new
car purchase or refinance an existing loan. These programs provide both more
information and more choices for consumers, and allow Autobytel.com to maintain
its relationship with customers throughout the vehicle ownership life cycle. We
will be enhancing and expanding all of these services in future months."
Separately, Autobytel.com announced a definitive agreement to acquire the
outstanding stock of privately-held W.G. Nichols and a related entity, Marine
Information Technology, of West Chester, Pennsylvania for $13 million in cash
and 253,923 shares of common stock. W.G. Nichols is the publisher of the highly
respected Chilton series of automobile repair manuals, with over 180 titles in
publication, and Marine Information Technology publishes repair and maintenance
procedures for watercraft. "Autobytel.com's strategy is to leverage our global
leadership position in online auto purchasing to provide Internet solutions to
consumers over the entire life cycle of a vehicle," said Lorimer. "The highly
respected and unique Chilton automotive content, which we expect will prove
valuable to consumers and Autobytel.com service partners alike, represents a
highly complementary fit with our strategic objectives. This acquisition enables
us to accelerate our penetration into the ownership portion of the vehicle life
cycle, the cornerstone of which is service, repair and parts." The transaction
is expected to close in the third quarter of 1999.
ABOUT AUTOBYTEL.COM INC.
Internationally-branded Autobytel.com (www.autobytel.com) is the acknowledged
leader in online automotive commerce(1) and is No. 1 in customer confidence(2).
The most comprehensive automotive Internet site, Autobytel.com offers consumers
a positive purchasing and ownership experience, while providing its Accredited
Dealer Network with the most efficient way to reach online car buyers. As it
assists consumers through every aspect of the automotive life cycle,
Autobytel.com provides continuity into the next vehicle purchase. Launched in
March 1995, Autobytel.com's low-cost, no-haggle car-buying program is available
in the U.S., Canada (www.autobytel.ca), the United Kingdom (www.autobytel.co.uk)
and Sweden (www.autobytel.se). In 1999, Autobytel.com was ranked #1 in Dealer
Satisfaction with Online Buying Services for the second year in a row(3).
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 Autobytel.com's actual results to differ materially
from those expressed in, or implied by, the forward-looking statements are
changes in general
<PAGE> 3
economic conditions, increased or unexpected competition, the failure to close
the acquisition of W.G. Nichols, changes in W.G. Nichols' financial performance
and other matters disclosed in Autobytel.com's filings with the Securities and
Exchange Commission.
CHILTON(C) is a registered trademark of Cahners Business Information, a
division of Reed Elsevier Inc., and has been licensed to W. G. Nichols, Inc.
(1) As reported by J.D. Power and Associates, Autobytel.com generates nearly
as many new-vehicle sales as its two closest competitors combined.
(2) Gomez Advisors ranked Autobytel.com #1 in Customer Confidence and #1
among Serious Shoppers in its Summer 1999 Internet Auto Buying
Scorecard.
(3) J.D. Power and Associates 1998-1999 Dealer Satisfaction With Online
Buying Services Studies(SM). 1999 study conducted among dealership
Internet specialists who completed 1,024 individual evaluations.
<PAGE> 4
AUTOBYTEL.COM INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except share and per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
------------------------------- -------------------------------
1999 1998 1999 1998
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Revenues $ 9,203 $ 5,405 $ 17,235 $ 10,037
----------- ---------- ----------- ----------
Operating expenses:
Sales and marketing 11,027 5,470 20,984 13,929
Product and technology development 3,216 1,969 5,582 3,864
General and administrative 1,770 1,190 3,361 2,536
Stock based compensation 282 -- 508 --
----------- ---------- ----------- ----------
Total operating expenses 16,295 8,629 30,435 20,329
----------- ---------- ----------- ----------
Loss from operations (7,092) (3,224) (13,200) (10,292)
Interest and other income, net 1,111 163 1,119 348
----------- ---------- ----------- ----------
Loss before provision for income taxes (5,981) (3,061) (12,081) (9,944)
Provision for income taxes 3 10 44 25
----------- ---------- ----------- ----------
Net loss $ (5,984) $ (3,071) $ (12,125) $ (9,969)
=========== ========== =========== ==========
Basic and diluted net loss per share $ (0.33) $ (0.37) $ (0.90) $ (1.19)
=========== ========== =========== ==========
Shares used in computing basic and diluted
net loss per share 17,875,150 8,373,772 13,476,613 8,349,244
=========== ========== =========== ==========
</TABLE>
<PAGE> 5
AUTOBYTEL.COM INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share and per share data)
ASSETS
<TABLE>
<CAPTION>
December 31 June 30,
1998 1999
----------- --------
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $27,984 $92,650
Accounts receivable, net 2,315 3,011
Other current assets 1,353 1,388
------- -------
Total current assets 31,652 97,049
Property and equipment, net 2,208 1,901
Other assets 347 482
------- -------
Total assets $34,207 $99,432
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 3,830 $ 7,222
Deferred revenue 4,008 4,885
Other current liabilities 378 642
------- -------
Total current liabilities 8,216 12,749
Deferred rent 123 81
------- -------
Total liabilities 8,339 12,830
Total stockholders' equity 25,868 86,602
------- -------
Total liabilities and stockholders' equity $34,207 $99,432
======= =======
</TABLE>
<PAGE> 1
FINAL VERSION JULY 29 - 9:30AM
at Autobytel.com at FRB
Hoshi Printer Don Markley (general)
[email protected] [email protected]
949-862-3099 Kate Rajeck (analysts)
[email protected]
415-986-1591
AUTOBYTEL.COM TO ACQUIRE LEADING AUTOMOTIVE REPAIR PUBLISHER
Chilton Series of Auto Manuals to Empower Autobytel.com
On-Line Consumers with Nation's Most
Trusted Source of Service Expertise
IRVINE, CA - JULY 29, 1999 -- Autobytel.com (Nasdaq: ABTL), the global leader in
automotive e-commerce and services, today announced that it has executed a
definitive agreement to acquire privately-held W.G. Nichols of West Chester,
Pennsylvania. W.G. Nichols is the publisher of the highly respected Chilton
series of automobile repair manuals, with over 180 titles in publication. Since
1925, the Chilton brand has been a leading U.S. publisher of auto-related
content detailing general and specific auto repairs and procedures.
Under the terms of the agreement, Autobytel.com will acquire the outstanding
stock of privately-held W.G. Nichols and a related entity, Marine Information
Technology, of West Chester, Pennsylvania for $13 million in cash and 253,923
shares of common stock. Marine Information Technology is a related business that
publishes repair and maintenance procedures for watercraft. The consolidated
entity is currently operating at a $13 million annualized run rate. Based on
current accounting assumptions, the Company believes that the transaction will
be non-dilutive to fiscal 1999 earnings per share.
"The combination of the Autobytel.com and Chilton brands represents a truly
outstanding marriage between best-of-breed on-line and off-line automotive
content providers," noted Mark Lorimer, President and CEO of Autobytel.com.
"Autobytel.com's strategy is to leverage our global leadership position in
online auto purchasing to provide Internet solutions to consumers over the
entire life cycle of a vehicle. Their outstanding repair procedures and labor
cost databases will enable us to deliver even more value to consumers and
accelerate our penetration into the ownership portion of the vehicle life cycle,
the cornerstone of which is service, repair and parts. As we add procedures and
labor cost databases to the Autobytel.com site, consumers will be able to
validate the pricing of automobile service quotes, in much the same way that
they can validate new vehicle price quotes today. We also expect the Chilton
brand to offer significant value to Autobytel.com's future efforts in automotive
parts e-commerce as we continue our expansion into the ownership portion of the
vehicle life cycle."
Upon closing, Richard Van Dalen, presently Chief Executive Officer of W.G.
Nichols, will continue to head the newly acquired subsidiary of Autobytel.com,
which will remain headquartered in West Chester, Pennsylvania. The W.G. Nichols
transaction will be accounted for as a purchase transaction. The closing of the
acquisition is subject to certain conditions,
<PAGE> 2
including an audit of financial statements, and is expected to be completed in
the third quarter of 1999.
PaineWebber Incorporated initiated this transaction and acted as exclusive
financial advisor to autobytel.com, inc.
ABOUT AUTOBYTEL.COM INC.
Internationally-branded Autobytel.com (www.autobytel.com) is the acknowledged
leader in online automotive commerce(1) and is No. 1 in customer confidence(2).
The most comprehensive automotive Internet site, Autobytel.com offers consumers
a positive purchasing and ownership experience, while providing its Accredited
Dealer Network with the most efficient way to reach online car buyers. As it
assists consumers through every aspect of the automotive life cycle,
Autobytel.com provides continuity into the next vehicle purchase. Launched in
March 1995, Autobytel.com's low-cost, no-haggle car-buying program is available
in the U.S., Canada (www.autobytel.ca), the United Kingdom (www.autobytel.co.uk)
and Sweden (www.autobytel.se). In 1999, Autobytel.com was ranked #1 in Dealer
Satisfaction with Online Buying Services for the second year in a row(3).
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 Autobytel.com's actual results to differ materially
from those expressed in, or implied by, the forward-looking statements are
changes in general economic conditions, increased or unexpected competition, the
failure to close the acquisition of W.G. Nichols, changes in W.G. Nichols'
financial performance and other matters disclosed in Autobytel.com's filings
with the Securities and Exchange Commission.
CHILTON(C) is a registered trademark of Cahners Business Information, a
division of Reed Elsevier Inc., and has been licensed to W. G. Nichols, Inc.
(1) As reported by J.D. Power and Associates, Autobytel.com generates nearly
as many new-vehicle sales as its two closest competitors combined.
(2) Gomez Advisors ranked Autobytel.com #1 in Customer Confidence and #1
among Serious Shoppers in its Summer 1999 Internet Auto Buying
Scorecard.
(3) J.D. Power and Associates 1998-1999 Dealer Satisfaction With Online
Buying Services Studies(SM). 1999 study conducted among dealership
Internet specialists who completed 1,024 individual evaluations.
