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.

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.

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.

4 INDEX TO EXHIBITS Exhibit Number Description ------- ----------- 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 4.

1 FINAL VERSION JULY 29 - 9:30AM FOR IMMEDIATE DISTRIBUTION at Autobytel.com at FRB Hoshi Printer Don Markley (general) infoearnings@autobytel.com dmarkley@frb.bsmg.com 949-862-3099 Kate Rajeck (analysts) krajeck@frb.bsmg.com 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.

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

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.

4 AUTOBYTEL.COM INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except share and per share data) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, ------------------------------- ------------------------------- 1999 1998 1999 1998 ----------- ---------- ----------- ---------- 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 =========== ========== =========== ==========

5 AUTOBYTEL.COM INC. CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except share and per share data) ASSETS December 31 June 30, 1998 1999 ----------- -------- (unaudited) 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 ======= =======

1 FINAL VERSION JULY 29 - 9:30AM at Autobytel.com at FRB Hoshi Printer Don Markley (general) infoearnings@autobytel.com dmarkley@frb.bsmg.com 949-862-3099 Kate Rajeck (analysts) krajeck@frb.bsmg.com 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,

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.