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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 1999 Commission file number 000-23177
============================================================================
PREVIEW TRAVEL, INC.
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<S> <C>
Delaware 94-2965892
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
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747 Front Street, San Francisco, CA 94111
(Address of principal executive offices, including zip code)
(415) 439-1200
(Registrant's telephone number, including area code)
============================================================================
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [_]
As of September 30, 1999, there were 13,938,792 shares of the registrant's
Common Stock outstanding.
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<TABLE>
<CAPTION>
INDEX
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Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Condensed consolidated balance sheets at September 30, 1999
and December 31, 1998 3
Condensed consolidated statements of operations for the three and
nine months ended September 30, 1999 and 1998 4
Condensed consolidated statements of cash flows for the nine
months ended September 30, 1999 and 1998 5
Notes to condensed consolidated financial statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. 31
Item 2. Changes in Securities and Use of Proceeds. 31
Item 3. Defaults Upon Senior Securities. 31
Item 4. Submission of Matters to a Vote of Security Holders. 31
Item 5. Other Information. 31
Item 6. Exhibits and Reports on Form 8-K. 31
SIGNATURES 32
</TABLE>
2
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
PREVIEW TRAVEL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------- ------------
(unaudited)
ASSETS
<S> <C> <C>
Cash and cash equivalents $ 422 $ 20,363
Marketable securities 23,331 26,501
Accounts receivable, net 7,467 2,423
Other assets 3,466 2,722
Net assets of discontinued operations 57 419
------------- -----------
Total current assets 34,743 52,428
Marketable securities - noncurrent 14,040 14,661
Property & equipment, net 5,089 4,124
Other assets 793 955
------------- -----------
Total assets $ 54,665 $ 72,168
============= ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 1,081 $ 1,809
Accrued liabilities 9,886 4,038
Current portion of capital lease and other obligations 1,275 1,379
------------- -----------
Total current liabilities 12,242 7,226
Capital lease obligations, less current portion 1,072 1,641
Accrued liabilities, noncurrent 186 614
------------- -----------
Total liabilities 13,500 9,481
------------- -----------
Stockholders' equity
Common stock 14 14
Additional paid-in capital 119,801 115,774
Other stockholders' equity (1,594) (357)
Accumulated deficit (77,056) (52,744)
------------- -----------
Total stockholders' equity 41,165 62,687
------------- -----------
Total liabilities and stockholders' equity $ 54,665 $ 72,168
============= ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements
3
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PREVIEW TRAVEL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- ----------------------
1999 1998 1999 1998
--------- -------- --------- --------
<S> <C> <C> <C> <C>
Revenues:
Transaction revenue $ 5,423 $ 2,984 $ 14,106 $ 7,629
Advertising revenue 3,616 972 7,795 1,806
--------- -------- --------- ---------
Total revenues 9,039 3,956 21,901 9,435
Cost of revenues 3,112 1,646 7,594 4,293
--------- -------- --------- ---------
Gross profit 5,927 2,310 14,307 5,142
Operating expenses:
Marketing and sales 13,304 5,335 29,418 14,016
Technology operations and development 1,355 1,037 3,739 2,619
General and administrative 2,334 1,457 5,742 3,976
Stock based compensation expense 379 36 1,070 108
Merger expense 476 - 476 -
--------- -------- --------- ---------
Total operating expenses 17,848 7,865 40,445 20,719
Loss from continuing operations (11,921) (5,555) (26,138) (15,577)
before interest and income tax
expense
Interest income (expense), net 550 897 1,897 1,822
--------- -------- --------- ---------
Loss from continuing operations
before income tax expense (11,371) (4,658) (24,241) (13,755)
Income tax expense (23) (15) (71) (36)
--------- -------- --------- ---------
Loss from continuing operations (11,394) (4,673) (24,312) (13,791)
Discontinued operations:
Loss from discontinued operations - (106) - (641)
--------- -------- --------- ---------
Net loss $ (11,394) $ (4,779) $ (24,312) $ (14,432)
========= ======== ========= =========
Basic and diluted net loss per share $ (0.82) $ (0.35) $ (1.76) $ (1.15)
========= ======== ========= =========
Weighted average shares outstanding used
in per share calculation 13,857 13,488 13,806 12,528
========= ======== ========= =========
Supplemental Information
Gross bookings $ 106,545 $ 57,563 $ 273,244 $ 142,965
========= ======== ========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements
4
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PREVIEW TRAVEL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
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<CAPTION>
Nine Months Ended
September 30,
1999 1998
---------------- ----------------
<S> <C> <C>
Cash flow from operating activities:
Net loss $ (24,312) $ (14,432)
Adjustments to reconcile net loss to net cash used in operating
activities:
Loss from discontinued operations - 641
Depreciation and amortization 1,658 961
Stock based compensation 1,070 107
Changes in operating assets and liabilities (221) 2,632
---------------- ----------------
Net cash used in continuing activities (21,805) (10,091)
Net cash used in discontinued operations - (1,303)
---------------- ----------------
Net cash used in operations (21,805) (11,394)
---------------- ----------------
Cash flows from investing activities:
Acquisition of property and equipment (2,543) (962)
Net sales proceeds and purchases of marketable securities 3,791 (41,093)
---------------- ----------------
Net cash provided by (used in) investing activities 1,248 (42,055)
---------------- ----------------
Cash flows from financing activities:
Payments under capital leases and other obligations (1,104) (860)
Proceeds from repayment of stockholder notes - 141
Proceeds from issuance of common stock, net 1,720 53,386
---------------- ----------------
Net cash provided by financing activities 616 52,667
---------------- ----------------
Net (decrease) in cash (19,941) (782)
Cash and cash equivalents, beginning of period 20,363 27,912
---------------- ----------------
Cash and cash equivalents, end of period $ 422 $ 27,130
================ ================
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements
5
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PREVIEW TRAVEL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - The Company and Basis of Presentation
Preview Travel, Inc. ("Preview Travel" or the "Company") is a leading provider
of branded online travel services for leisure and small business travelers. The
Company operates its own Web site www.previewtravel.com), the primary travel
service on America Online, Inc. ("AOL") and co-branded travel Web sites with
Excite, Inc. ("Excite") and with Lycos, Inc. ("Lycos"). In addition to its
reservation and ticketing service, the Company offers vacation and cruise
packages, discount and promotional fares, travel news and destination content.
The Company also receives revenue from the sale of advertising on its online
sites. The Company (formerly Preview Media, Inc.) was incorporated in California
in March 1985 and was reincorporated in Delaware in November 1997.
The accompanying unaudited condensed consolidated financial statements reflect
all adjustments which, in the opinion of management, are necessary for a fair
presentation of the results for the period shown. The results of operations for
such periods are not necessarily indicative of the results expected for the
full fiscal year or for any future period.
These financial statements should be read in conjunction with the financial
statements and related notes included in the Company's Annual Report on Form
10-K for the year ended December 31, 1998.
The Company has restated its prior financial statements to present the
operating results of the television business as a discontinued operation.
Note 2 - Recent Accounting Pronouncements
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1 ("SOP 98-1"), " Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use". SOP 98-1 provides guidance on
accounting for certain costs in connection with obtaining or developing computer
software for internal use and requires that entities capitalize such costs once
certain criteria are met. The Company was required to adopt SOP 98-1 as of
January 1, 1999. Management does not believe that adoption of this SOP has had
or will have a material, adverse impact on the Company's financial condition or
results of operations.
In April 1998, the Accounting Standards Executive Committee released Statement
of Position 98-5 ("SOP 98-5"), "Reporting on the Costs of start-up Activities".
SOP 98-5 is effective for the fiscal years beginning after December 15, 1998 and
requires companies to expense all costs incurred or unamortized in connection
with Start-up activities. The new standard is effective for the Company's fiscal
year ending December 31, 1999 and has not and is not expected in the future to
have a material effect on the financial statements, as the Company has not
capitalized such costs to date.
Note 3 - Commitments
In September 1997, the Company entered into agreements with AOL, a related
party, and Excite under which these companies are obligated to deliver minimum
numbers of annual page views to the Company through the online areas featuring
the Company's travel services. The agreement with Excite was amended in March
1999, and again in September 1999, to reduce the minimum payments over the
original term of the agreement by a total of $6.5 million. In connection with
those services, and reflecting the current year amendments, the Company has made
aggregate payments to AOL and Excite totaling $19.4 million as of September 30,
1999, and is obligated to make additional aggregate payments to AOL and Excite
totaling $2.6 million for the remaining three months of 1999, $10.4 million in
2000 and 2001 and $6.7 million in 2002. The Company is also obligated to pay a
percentage of commissions earned by the Company in excess of certain thresholds.
To retain the right to be the primary provider of travel services on AOL, the
Company must achieve specified levels of annual travel service bookings.
6
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In March 1998, the Company entered into an agreement with Lycos, a search
engine provider, for distribution and promotion of the Company's online travel
services. Over the two and a half year term of the agreement, the Company is
obligated to pay minimum amounts totaling $4.3 million, of which $3.2 million
has been paid as of September 30, 1999. The Company is also obligated to pay a
portion of commissions earned in excess of certain thresholds stated within the
agreement.
The Company has also entered into distribution and licensing agreements with
other third parties requiring the Company to make payments in the aggregate of
$2.4 million during the term of such agreements, of which $1.8 million has been
paid as of September 30, 1999.
Note 4 - Net Income (Loss) Per Share
In accordance with the requirements of Statement of Financial Accounting
Standards No. 128, "Earnings Per Share", a reconciliation of the numerator and
denominator of basic and diluted EPS is provided as follows (in thousands,
except per share amounts).
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- ----------------------
1999 1998 1999 1998
--------- -------- --------- ---------
<S> <C> <C> <C> <C>
Numerator - Basic and diluted EPS
Net loss $ (11,394) $ (4,779) $ (24,312) $ (14,432)
========= ======== ========= =========
Denominator - Basic and diluted EPS
Weighted average common stock outstanding 13,857 13,488 13,806 12,528
========= ======== ========= =========
Basic and diluted earnings per share $ (0.82) $ (0.35) $ (1.76) $ (1.15)
========= ======== ========= =========
</TABLE>
Note 5 - Subsequent Event
In October 1999, the Company signed an agreement to merge with and into
Travelocity.com Inc., subject to certain conditions, including the approval of
the common stockholders of the Company and the receipt of approvals pursuant to
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The
Company incurred $476,000 of merger related costs during the third quarter of
1999. These costs are composed of legal fees and other costs in connection with
the merger. The Company expects to continue to incur costs associated with the
merger in the future.
7
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
This Management's Discussion and Analysis of Financial Condition and Results
of Operations and other parts of this Form 10-Q contain forward-looking
statements that involve risks and uncertainties. Words such as "anticipates",
"expects", "intends", "plans", "believes", "seeks", "estimates" and similar
expressions identify such forward-looking statements. These statements are not
guarantees of future performance and are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
expressed or forecasted. Factors that might cause such a difference include, but
are not limited to, those discussed in the section entitled "Risk Factors That
May Affect Future Results" and those appearing elsewhere in this Form 10-Q.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which reflect management's analysis only as of the date hereof. The
Company assumes no obligation to update these forward-looking statements to
reflect actual results or changes in factors or assumptions affecting such
forward-looking statements.
Overview
Preview Travel is a leading provider of branded online travel services for
leisure and small business travelers. From its inception in 1985 until December
1998, when it sold substantially all of the assets of its television business,
the Company operated as a producer of travel related programming for broadcast
television stations and cable networks around the world. The Company shifted its
business focus and resources to online travel services and launched its online
service on AOL in January 1995 and on the Web in December 1995, providing users
with access to travel information and the ability to book travel services by
telephone. In May 1996, the Company launched its online airline reservation
service and, in the first half of 1997, enhanced its online reservation service
to include hotels and car rentals. In April 1997, the Company launched its co-
branded Web site for Excite's Travel Channel. In the third quarter of 1997, the
Company expanded and extended its relationships with Excite and AOL,
respectively, by entering into new five-year distribution agreements. In
February 1998, the Company launched its Destinations Guides feature created with
content licensed from Fodor's Travel Publications, Inc. In March 1998, the
Company entered into an agreement with Lycos, under which the Company serves as
the exclusive multiservice provider of travel reservation services for Lycos'
Travel Web Guide and Travel Network. In July 1998, the Company began offering
real-time bookings of vacation and cruise packages through major travel
suppliers and currently offers over 1,900 packages to over 217 destinations.
Proposed Merger. In October 1999, the Company signed an agreement to merge
with and into Travelocity.com Inc., subject to certain conditions, including the
approval of the common stockholders of the Company and the expiration or early
termination of the waiting period pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. As a result of the planned merger, the
Company has incurred, and expects to continue to incur, incremental costs
associated with the merger.
Sale of Television Business. On December 31, 1998, the Company completed a
transaction with NewsNet Central, Inc. ("NNC"), pursuant to which substantially
all of the assets of the Company's television business, as operated by the
Company's wholly owned subsidiary, News Travel Network, Inc. ("NTN"), were
transferred to NNC (referred to as the "TV Disposition"). Upon the closing of
the TV Disposition, the Company contributed certain assets to NNC, including the
following: (a) cash in the amount of $88,000, (b) certain assets related to
NTN's business, including a library of travel video content, and (c) assignment
of the Company's rights and obligations under certain contracts related to NTN's
business.
In consideration of the transfer of the assets of NTN to NNC, the Company
received from NNC the following: (a) a convertible promissory note in the
principal amount of $250,000 (the "Note"), (b) a subordinated promissory note in
the principal amount of $1,000,000 (the "Subordinated Note"), which will bear
interest at the rate of 6% per annum and will be secured by certain portions of
the assets of NNC, including its fixed assets and the video library, and (c) a
warrant to purchase up to 2,275,445 shares of Common Stock of NNC at an exercise
price of $0.45 per share (the "Warrant"). In March 1999, the Note
8
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was automatically converted into shares of Series A Preferred Stock of NNC at a
conversion price of $4.50 per share upon the occurrence of certain conditions.
In addition, the Company and NNC entered into a Services Agreement that
provides for, among other things, the following: (a) the sublease to NNC of the
Company's facilities at One Beach Street in San Francisco, (b) the Company's
right to act as the co-exclusive advertising sales representative for NTN's
Travel Update programs, (c) a perpetual, non-exclusive, royalty-free license to
use NTN's travel video library (including any enhancements thereto), and (d) the
continued branding of NTN's "Travel News" and "Travel Update" programs with
"Preview Travel" marks. NNC has also agreed not to provide online travel
services for a period of five years following the termination of the Services
Agreement.
As the historical operations of the Company's television business were not
profitable, and due to the significant risks inherent in the independent
television business, the Company has attributed no value to the Subordinated
Note and the Warrant. The net value of the Company's investment in NNC was
recorded at $250,000. As of the closing of the TV Disposition, substantially all
of the Company's employees engaged in NTN's business became employees of NNC.
Upon the completion of the TV Disposition, the Company incurred a one-time
loss of approximately $4.2 million related to the sale of the television assets.
Overview of Continuing Operations. The Company's revenues are predominantly
comprised of commissions paid by airlines, hotels, rental car agencies, cruise
lines and vacation packagers (collectively, "travel suppliers") for travel
services booked through the Company, segment fees received from its GDS supplier
and the sale of advertisements on the Company's online sites. In addition,
certain travel suppliers pay performance-based compensation known as "override
commissions" or "overrides." Commission revenues for air travel, hotel rooms,
car rentals and vacation packages, net of allowances for cancellations, are
recognized upon the confirmation of the reservation. Overrides are recognized on
an accrual basis once the amount has been confirmed with the travel supplier,
which generally reflects the performance for a prior quarterly period.
The Company commenced its online airline reservation service in May 1996 and
enhanced the service to include hotels and car rentals in the first half of
1997. In July 1998, the Company began offering real-time bookings of vacation
and cruise packages through major travel suppliers. The Company's online travel
services have experienced substantial growth since the Company first enabled
customers to book travel services online in May 1996. Gross bookings of travel
services online increased from approximately $2.8 million in the second quarter
of 1996 to $106.5 million in the third quarter of 1999, which resulted in
revenues, including advertising revenue, of approximately $424,000 and $9.0
million, respectively, for the corresponding periods.
The commission rates paid by travel suppliers, in addition to overrides, are
determined by individual travel suppliers and are subject to change.
Historically, typical standard base commission rates paid by travel suppliers
have been approximately 10% for hotel reservations, 5% to 10% for car rentals
and 10% to 15% for cruises and vacation packages. During the quarter ended June
30, 1997, the commissions paid by most of the major airlines for online
reservations was changed from a typical base rate of approximately 8% to
approximately 5% (excluding overrides). In a continuation of this trend, in the
first half of 1998, two major airlines reduced their fixed rate commission for
online roundtrip ticket sales to ten dollars. These reductions were followed by
similar reductions made by other airlines. As a result, the weighted average
commission on online transaction revenue has declined as a result of these
reductions. Currently, the Company earns an average commission of approximately
4% on the sale of airline tickets. During the first quarter of 1998, one hotel
chain eliminated commissions paid to the Company and other online travel service
providers for online bookings. In response, the Company discontinued offering
bookings for that hotel chain. In addition, a large hotel chain advised the
Company that beginning in January 1999, they would pay a flat commission of two
dollars per completed hotel stay. As a result, the Company expects that its
commission rate from hotels will decline significantly. There can be no
assurance that other hotel chains or other travel suppliers will not also reduce
commission rates paid to the Company or eliminate such commissions entirely,
which could, individually or in the aggregate, have a material adverse effect on
the
9
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Company's business, operating results and financial condition. See "Risk
Factors That May Affect Future Results--Reliance on Travel Suppliers; Potential
Adverse Changes in Commission Payments."
Advertising revenue has accounted for an increasing portion of the Company's
revenues, representing 9%, 10%, 24%, and 36%, of total revenues for 1996, 1997
and 1998, and the nine months ended September 30, 1999, respectively. The
Company currently expects that future growth, if any, of advertising revenue may
be adversely affected by seasonality in advertising expenditures in certain
quarters by advertisers and the uncertainty of the acceptance by the advertisers
of the Company's Web sites as an advertising medium. See "Risk Factors That May
Affect Future Results--Risks Associated with Advertising Revenues."
Travel services sold through the AOL network (including the primary AOL
service and AOL.COM) accounted for 28%, 33%, 33% and 34% of the Company's gross
bookings for the three months ended December 31, 1998, March 31, 1999, June 30,
1999 and September 30, 1999, respectively. Travel services sold through Excite
accounted for 16%, 13%, 12% and 11% of the Company's gross bookings for the
three months ended December 31, 1998, March 31, 1999, June 30, 1999 and
September 30, 1999, respectively. The Company's arrangements with AOL and Excite
are expected to continue to represent significant distribution channels for the
Company's travel services. Any termination of either or both of the Company's
agreement with AOL or amended agreement with Excite would likely have a material
adverse effect on the Company's business, operating results and financial
condition. Since launching its online operations, the Company's cost of
revenues and operating expenses have grown substantially and are expected to
continue to grow substantially in absolute dollars for the foreseeable future.
In particular, the Company's agreements with AOL and Excite require minimum
aggregate payments of approximately $49.5 million during the terms of such
agreements in exchange for their providing distribution, marketing and other
services. There can be no assurance that the Company will achieve sufficient
online traffic, travel bookings or commissions to realize economies of scale
that justify the Company's significant fixed financial obligations to AOL and
Excite. Further, there can be no assurance that the Company will satisfy the
minimum levels of travel services bookings, or provide satisfactory content on
the specified time schedule, required to maintain the AOL and Excite agreements.
Failure to do either of the foregoing would likely have a material adverse
effect on the Company's business, operating results and financial condition. See
"Risk Factors That May Affect Future Results--Reliance on Distribution
Agreements with America Online and Excite."
Overview of Discontinued Operations. From inception through 1994, the Company
derived all of its revenues from its television operations. The Company has
restated its previously reported financial statements to reflect the results of
television operations as discontinued operations. Television revenues were
derived primarily from fees associated with sales of advertising time and the
licensing of travel related news and entertainment programming. Program license
revenues were recognized when all of the following conditions were met: (i) the
license period began, (ii) the license fee and the production costs were known
and (iii) the program had been accepted by the licensee and was available for
telecast. Advertising revenues were recognized when all the terms of the
advertising agreement were met, and advertising was shown on various media as
designated by the agreement.
The Company produced travel related news inserts and news and entertainment
programs that were syndicated in exchange for either cash or commercial
advertising time. The Company also syndicated third party news inserts. The
local commercial advertising time earned for providing these programs was
aggregated and sold to advertisers seeking to reach a national audience. To
fulfill such advertisers' requirements to reach a national audience, the Company
from time to time purchased commercial advertising time for resale in selected
markets. In addition, the Company produced in-flight programs, primarily for
Northwest Airlines.
Gross Margins. Gross margins may be impacted by a number of different
factors, including the mix of transaction revenues versus advertising revenues,
the mix of travel services sold, the mix of advertising revenues from AOL,
Excite, Lycos and the Company's Web site, the mix of airline ticket commissions
(which vary from airline to airline) and the amount of override commissions. The
Company typically realizes higher gross margins on advertising revenues than
transaction revenues, higher commissions on vacation packages than hotel rooms
and car rentals, higher commissions on hotel rooms from certain suppliers and
car rentals than airline tickets, higher gross margins on advertising revenues
from its own
10
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Web site than through AOL, Excite or Lycos and higher commissions from
certain airlines than others. Any change in one or more of the foregoing factors
could materially adversely affect the Company's gross margins and operating
results in future periods. In June 1999, the Company entered into an agreement
with its GDS supplier, Galileo, that increased the Company's segment fee revenue
and decreased GDS expenses included in cost of revenues retroactive to the
beginning of 1999. As a result, the Company expects its segment fee revenue to
increase significantly in future periods. In August 1999, the Company added a
second reservations call center. This call center is expected to increase cost
of revenues and likely lower gross margins in the near term. See "Risk Factors
That May Affect Future Results--Unpredictability of Future Revenues;
Fluctuations in Quarterly Results."
Anticipated Losses. The Company has incurred significant operating losses
and, as of September 30, 1999, had an accumulated deficit of $77.1 million. The
Company believes that its success will to a large part depend on its ability to
increase the number of registered users and customers and to increase sales
volume to realize economies of scale. As the Company increases its spending for
product development, advertising, customer service, facilities, international
expansion and general and administrative expenses, the Company expects to
continue to incur significant operating losses on a quarterly and annual basis
for the foreseeable future, and the rate at which such losses will be incurred
is expected to increase significantly from current levels, resulting in
corresponding decreases in working capital, total assets and stockholders'
equity. In particular, the Company's operating expenses have increased, and are
expected to continue increasing, in 1999 as compared to 1998, primarily due to
scheduled increases in the Company's payment obligations to strategic partners
and advertising and marketing expenses for the Company's online travel services,
resulting in corresponding increases in operating losses and decreases in
working capital, total assets and stockholders' equity. See "Risk Factors That
May Affect Future Results--Limited Operating History of Online Business; History
of Net Operating Losses; Accumulated Deficit" and "--Anticipated Losses and
Negative Cash Flow."
11
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Results of Operations
The following table sets forth, for the periods indicated, the percentage
relationship of certain items from the Company's condensed consolidated
statement of operations to total revenues, except as indicated:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
Revenues:
Transaction revenue 60.0 % 75.4 % 64.4 % 80.9 %
Advertising revenue 40.0 % 24.6 % 35.6 % 19.1 %
----------- ----------- ------------ -----------
Total revenues 100.0 % 100.0 % 100.0 % 100.0 %
Cost of revenues 34.4 % 41.6 % 34.7 % 45.5 %
----------- ----------- ------------ -----------
Gross profit 65.6 % 58.4 % 65.3 % 54.5 %
Operating expenses:
Marketing and sales 147.2 % 134.9 % 134.3 % 148.6 %
Technology operations and development 15.0 % 26.2 % 17.1 % 27.8 %
General and administrative 25.8 % 36.8 % 26.2 % 42.1 %
Stock based compensation expense 4.2 % 0.9 % 4.9 % 1.1 %
Merger expense 5.3 % 0.0 % 2.2 % 0.0 %
----------- ----------- ------------ -----------
Total operating expenses 197.5 % 198.8 % 184.7 % 219.6 %
Loss from continuing operations before
interest and income tax
Expense (131.9)% (140.4)% (119.4)% (165.1)%
Interest income (expense), net 6.1 % 22.7 % 8.7 % 19.3 %
----------- ----------- ------------ -----------
Loss from continuing operations
before income tax expense (125.8)% (117.7)% (110.7)% (145.8)%
Income tax expense (0.3)% (0.4)% (0.3)% (0.4)%
----------- ----------- ------------ -----------
Loss from continuing operations (126.1)% (118.1)% (111.0)% (146.2)%
Discontinued operations:
Loss from discontinued operations 0.0 % (2.7)% 0.0 % (6.8)%
----------- ----------- ------------ -----------
Net loss (126.1)% (120.8)% (111.0)% (153.0)%
=========== =========== ============ ===========
</TABLE>
12
<PAGE>
Comparison of Three Months and Nine Months Ended September 30, 1999 and 1998
Revenues
Transaction Revenue
<TABLE>
<CAPTION>
($ in thousands) 1999 1998 Change %
---- ---- ------ ---
<S> <C> <C> <C> <C>
Three-month period:
Transaction Revenue $ 5,423 2,984 $2,439 82%
======= ====== ====== ===
Nine-month period:
Transaction Revenue $14,106 $7,629 $6,477 85%
======= ====== ====== ===
</TABLE>
Transaction revenue increased from the third quarter and the first nine months
of 1999 when compared with the corresponding periods of 1998 primarily due to
corresponding increases in the Company's gross bookings and customer base. Gross
bookings were $106.5 million and $273.2 million for the third quarter and the
first nine months of 1999, respectively, which represent increases of 85% and
91% compared with the corresponding periods of 1998. The increase in gross
bookings was attributable to the expansion of the Company's travel service
offerings, strategic relationships, repeat purchases by existing customers, and
certain promotional offers. Visits to the Company's online areas for the third
quarter and the first nine months of 1999 were 31.1 million and 90.1 million,
respectively, which represent increases of 40% and 41% when compared with the
corresponding periods of 1998.
Advertising Revenue
<TABLE>
<CAPTION>
($ in thousands) 1999 1998 Change %
---- ---- ------ ----
<S> <C> <C> <C> <C>
Three-month period:
Advertising Revenue $ 3,616 $ 972 $ 2,644 272%
======= ======= ======= ====
Nine-month period:
Advertising Revenue $ 7,795 $ 1,806 $ 5,989 332%
======= ======= ======= ====
</TABLE>
Online advertising revenue substantially increased from the third quarter
and the first nine months of 1999 when compared with the corresponding periods
of 1998 primarily due to the number of advertisers on the Company's Web site, an
increase in the average revenue generated per advertiser and revenue recognized
from the Company's database services agreement with AOL. In addition, certain
marketing fees were earned and included in advertising revenue for the first
nine months of 1999 that did not exist in the corresponding period in 1998.
Cost of Revenues
<TABLE>
<CAPTION>
($ in thousands) 1999 1998 Change %
---- ---- ------ ----
<S> <C> <C> <C> <C>
Three-month period:
Cost of Revenues $ 3,112 $ 1,646 $ 1,466 89%
======= ======= ======= ====
Nine-month period:
Cost of Revenues $ 7,594 $ 4,293 $ 3,301 77%
======= ======= ======= ====
</TABLE>
Cost of revenues includes equipment and staffing costs associated with
operating the Company's transaction system and customer reservation center, GDS
charges, telecommunications, printing and delivery costs for tickets and costs
associated with errors in ticket fulfillment. Cost of revenues increased from
1998 to 1999 primarily due to the increased volume of transactions, in addition
to the opening of a
13
<PAGE>
second reservations call center in August, 1999. As a percentage of revenue,
cost of revenues decreased from 41.6% in the third quarter of 1998 to 34.4% in
the third quarter of 1999 and from 45.5% in the first nine months of 1998 to
34.7% in the first nine months of 1999 primarily due to economies of scale
resulting from increased transaction volume and an increase in advertising
revenue, which has higher gross margins. The Company's average cost per
transaction decreased from approximately $8.10 in the third quarter of 1998 to
approximately $7.60 in the third quarter of 1999. The average cost per
transaction increased approximately $0.30 from the second quarter of 1999 to the
third quarter of 1999. This increase was primarily due to the start-up costs of
the new reservations call center. The Company expects that the average cost per
transaction will increase slightly in the near-term due to the short-term costs
associated with the start-up costs of the new reservations call center.
Operating Expenses
<TABLE>
<CAPTION>
($ in thousands) 1999 1998 Change %
---- ---- ------ ---
<S> <C> <C> <C> <C>
Three-month period:
Operating Expenses $17,848 $ 7,865 $ 9,983 127%
======= ======= ======= =====
Nine-month period:
Operating Expenses $40,445 $20,719 $19,726 95%
======= ======= ======= =====
</TABLE>
Marketing and Sales. Marketing and sales expenses consist primarily of
payroll and related expenses, consulting fees, advertising, public relations,
promotional expenditures and costs relating to the development and acquisition
of content and distribution for the Company's online sites. Marketing and sales
expenses were $13.3 million and $29.4 million for the third quarter and first
nine months of 1999, respectively, which represent increases of 149% and 110%
when compared to the corresponding periods in 1998. As a percentage of total
revenues, marketing and sales expenses increased from 135% in the third quarter
of 1998 to 147% in the third quarter of 1999 and decreased from 149% for the
first nine months of 1998 to 134% in the first nine months of 1999. The overall
increase in marketing and sales was attributable primarily to an extensive
marketing campaign, expenses associated with the hiring of additional personnel
for development of online content and expenditures related to the Company's
agreements with AOL, Excite and others. The Company continues to pursue an
aggressive branding and marketing campaign and will continue to incur
significant advertising expenditures. In addition, the Company is obligated to
make minimum payments totaling $49.5 million to AOL and Excite over the term of
its agreements with AOL and Excite, and $4.3 million to Lycos over the two and a
half year term of its agreement with Lycos, which payments will be accounted for
as marketing and sales expense. As a result of the foregoing, the Company
expects marketing and sales expenses to increase significantly in absolute
dollars in future periods.
Technology Operations and Development. Technology operations and
development expenses consist principally of personnel and equipment expenses and
consulting fees for development and enhancement of the Company's transaction
processing system and online services and costs associated with network
operations, systems and telecommunications infrastructure. Technology operations
and development expenses were $1.4 million and $3.7 million for the third
quarter and first nine months of 1999, respectively, which represent increases
of 31% and 43% when compared to the corresponding periods in 1998. As a
percentage of total revenues, technology operations and development expenses
decreased from 26% in the third quarter of 1998 to 15% in the third quarter of
1999 and from 28% in the first nine months of 1998 to 17% in the first half of
1999. The increase in technology operations and development expenses was
attributable primarily to increased staffing and consulting fees, increased
costs related to enhancing the capacity, features, content and functionality of
the Company's online services and increased costs related to enhancing or
updating the Company's transaction-processing systems. The Company believes that
continued investment in technology operations and development is critical to
attaining the Company's strategic objectives and, as a result, expects
technology operations and development expenses to increase significantly in
absolute dollars in future periods.
General and Administrative. General and administrative expenses consist of
payroll and related expenses for management, accounting and administrative
personnel, recruiting, professional services,
14
<PAGE>
facilities, director and officer insurance, investor relations and other general
corporate expenses. General and administrative expenses were $2.3 million and
$5.7 million for the third quarter and first nine months of 1999, respectively,
which represent increases of 60% and 44% when compared to the corresponding
periods in 1998. As a percentage of total revenues, general and administrative
expenses decreased from 37% in the third quarter of 1998 to 26% in the third
quarter of 1999 and from 42% in the first nine months of 1998 to 26% in the
first nine months of 1999. The increase in general and administrative expenses
was due primarily to increased salaries and expenses associated with the hiring
of personnel related to the expansion of the Company's operations. The Company
expects general and administrative expenses to increase in absolute dollars in
future periods as the Company expands its staff and incurs additional costs
related to the growth of its business.
Stock based Compensation. Stock based compensation primarily reflects the
charge to earnings for directors' and consultants' stock options that vest
during the period. Stock based compensation expenses rose from $36,000 in the
third quarter of 1998 to $379,000 in the third quarter of 1999 and from $108,000
in the first nine months of 1998 to $1.1 million in the first nine months of
1999. The overall increase in stock based compensation expense was due primarily
to an increase in the number of options granted to consultants. The Company's
calculation of stock based compensation expense was made by using the Black-
Scholes option-pricing model for option grants. The amount of expense to be
recorded in future periods will depend on the number of options vesting, the
price of the common stock at the time of vesting and other variables.
Merger Expense. In October 1999, the Company signed an agreement to merge
with and into Travelocity.com Inc., subject to certain conditions, including the
approval of the common stockholders of the Company and the expiration or early
termination of the waiting period pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. The Company incurred $476,000 of merger
related costs during the third quarter of 1999. These costs are composed of
legal fees and other costs in connection with the merger. There were no
corresponding charges in 1998.
Interest Income (Expense)
Interest income, net of interest expense, was approximately $550,000 and
$1.9 million for the third quarter and first nine months of 1999, respectively,
compared to net interest income of $897,000 and $1.8 million for the
corresponding periods in 1998. The decrease in net interest income for the third
quarter of 1999 was attributable primarily to the Company's decreasing cash and
marketable securities balances resulting in decreasing interest income. Interest
expense is composed primarily of interest on capital lease obligations.
Income Taxes
The provision for income taxes recorded in the third quarter and first nine
months of 1999 represents Delaware franchise tax and California minimum state
tax expense. The Company expects to incur a net loss for 1999; therefore, no
provision for federal income taxes has been recorded for the first nine months
of 1999.
Discontinued Operations.
Loss from discontinued operations includes the results of the Company's
television operations prior to the TV Disposition on December 31, 1998. Loss
from discontinued operations for the third quarter and the nine months ended in
1998 was $106,000 and $641,000, respectively. The loss for the third quarter of
1998 was comprised of television revenues of $1.6 million less the cost of
television revenues of $1.2 million and operating expenses of $510,000. The
loss for the first nine months of 1998 was comprised of television revenues of
$5.0 million less the cost of television revenues of $3.9 million and operating
expenses of $1.7 million.
Liquidity and Capital Resources
15
<PAGE>
In November 1997, the Company completed an initial public offering of its
common stock, resulting in net proceeds to the Company of approximately $24.6
million. Additionally, in May 1998, the Company completed a secondary public
offering of its common stock, resulting in net proceeds to the Company of
approximately $52.4 million. Prior to the two public offerings, the Company had
financed its operations primarily through private sales of common stock,
convertible preferred stock and convertible notes, which totaled $34.7 million
in aggregate net proceeds through 1997.
Cash used in operating activities in the first nine months of 1999 of $21.8
million was attributable to a net loss of $24.3 million, offset primarily by
depreciation and amortization of $1.7 million and stock based compensation of
$1.1 million. Cash used in operations for the first nine months of 1998 of $11.4
million was attributable to a net loss of $14.4 million, offset primarily by a
decrease in other assets of $2.9 million.
Cash provided by investing activities in the first nine months of 1999 of
$1.2 million was attributable primarily to net sales proceeds and purchases of
marketable securities of $3.8 million offset by acquisitions of property and
equipment of $2.6 million. Cash used in investing activities in the first nine
months of 1998 of $42.1 million was comprised of net sales proceeds and
purchases of marketable securities of $41.1 million and acquisitions of property
and equipment of $1.0 million.
Cash provided by financing activities in the first nine months of 1999 of
$616,000 was attributable to net proceeds from issuance of common stock of $1.7
million offset by payments on obligations under capital leases of $1.1 million.
Cash provided by financing activities in the first nine months of 1998 of $52.7
million consisted primarily of proceeds from the issuance of common stock
through the Company's secondary stock offering of $52.4 million offset by
payments on obligations under capital leases of $860,000.
As of September 30, 1999, the Company had $37.8 million of cash, cash
equivalents and marketable securities. As of that date, the Company's principal
commitments consisted of obligations outstanding under the agreements with AOL,
Excite, Lycos and others and lease obligations. Although the Company has no
material commitments for capital expenditures, it anticipates an increase in its
capital expenditures and lease commitments consistent with anticipated growth in
operations, infrastructure and personnel. In addition, pursuant to its
arrangement with AOL, the Company is obligated to make minimum payments totaling
$32.0 million, of which $13.9 million had been paid as of September 30, 1999,
and to pay a percentage of commissions earned by the Company in excess of
certain thresholds. Pursuant to its arrangement with Excite, the Company is
obligated to make minimum payments totaling $17.5 million, of which $5.5 million
had been paid as of September 30, 1999, and to pay a percentage of commissions
earned by the Company in excess of certain thresholds. Pursuant to its
arrangement with Lycos, the Company is obligated to make minimum payments
totaling $4.3 million, of which $3.2 million had been paid as of September 30,
1999 and to pay a percentage of commissions earned by the Company in excess of
certain thresholds. In addition, the Company is required to continue to develop
content areas featured on AOL, Excite and Lycos sponsored primarily by
advertising revenues, of which the Company is entitled to receive a share.
However, there can be no assurance that the Company will continue to receive
significant revenues from such payments. See "Risk Factors That May Affect
Future Results--Reliance on Distribution Agreements with America Online and
Excite."
The Company believes that its current cash, cash equivalents and marketable
securities will be sufficient to meet its anticipated cash needs for working
capital and capital expenditures through the end of September 2000. However,
the Company could be required, or could elect, to seek to raise additional
financing during such period or thereafter, through the sale of equity or debt
securities or by obtaining credit facilities. The sale of additional equity or
convertible debt securities could result in additional dilution to the Company's
stockholders. There can be no assurance that financing will be available in
sufficient amounts or on terms acceptable to the Company, if at all. See "Risk
Factors That May Affect Future Results--Need for Additional Capital."
Year 2000
16
<PAGE>
The Year 2000 issue relates to computer systems that have time and date-
sensitive programs that may not properly recognize the Year 2000. If a computer
system or software application used by the Company or a third party dealing with
the Company fails because of the inability of the system or application to
properly read the year "2000," the results could include, among other things,
the inability to process transactions or conduct normal business activities and
could have a material adverse effect on the Company. In addition, to the extent
consumers' computer systems are not Y2K compliant, they may be precluded from
utilizing the Company's on-line booking services, which may adversely impact the
Company's revenues.
The Company's process towards Year 2000 readiness includes planning,
assessment, testing and remediation. The Company has engaged an outside
consultant to assist in this process. The Company is in the process of
performing Year 2000 testing and remediation and anticipates completing this
process by December, 1999. Based on its review to date, the Company has not
uncovered any significant computer programs or systems which would not become
Year 2000 compliant in a timely manner. The Company continues to review its
systems for Year 2000 issues. Through September 30, 1999, the Company has spent
$50,000 and expects to spend a total of approximately $400,000 for contractors,
consultants and software involved in the planning, assessment and testing phases
of the Year 2000 process. The Company also expects to utilize significant
internal resources and personnel in the Year 2000 process. The actual extent and
cost of any remedial efforts and other additional costs of the Year 2000 process
will not be known until the Year 2000 process has been completed. However, the
costs to complete the Year 2000 process are not expected to have a material
adverse effect on the Company's business, operating results or financial
condition.
The Company has also initiated contact with key suppliers whose computer
systems' functionality could impact the Company's ability to conduct business.
The Company is dependent upon certain third party service providers including,
without limitation, the Apollo GDS system, AOL, Level 3 Communications,
Pegasus and major travel suppliers. Any interruption of such services due to
such providers' failure to be Year 2000 compliant would be disruptive to the
Company's business and could have a material adverse effect on the Company's
business, operating results and financial condition. In particular, the Company
is substantially dependent on the Year 2000 compliance of the Apollo GDS system,
the failure of which could, in the worst case, prevent the Company's customers
from being able to reserve airline tickets, car rentals and other travel
services, which would have a material adverse effect on the Company's business,
operating results and financial condition. In addition, the Company believes it
could take up to six months and require substantial expenditures to fully
transition the Company's travel services to an alternative GDS System.
Similarly, the failure by Pegasus to be Year 2000 compliant could prevent the
Company's customers from being able to reserve hotel rooms, which could have a
material adverse effect on the Company's business, operating results and
financial condition. Currently the Company is in the process of developing
contingency plans to address the risk of failure of such service providers to be
Year 2000 compliant.
The foregoing assessment of the impact of the Year 2000 problem on the
Company is based on management's best estimates at the present time and could
change substantially. The assessment is based upon numerous assumptions as to
future events. There can be no guarantee that these estimates will prove
accurate, and actual results could differ from those estimated if these
assumptions prove inaccurate.
Recently Issued Accounting Standards
In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1 ("SOP 98-1"), " Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use". SOP 98-1 provides
guidance on accounting for certain costs in connection with obtaining or
developing computer software for internal use and requires that entities
capitalize such costs once certain criteria are met. The Company was required to
adopt SOP 98-1 as of January 1, 1999. Management does not believe that adoption
of this SOP has had or will have a material, adverse impact on the Company's
financial condition or results of operations.
17
<PAGE>
In April 1998, the Accounting Standards Executive Committee released
Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs of start-up
Activities". SOP 98-5 is effective for the fiscal years beginning after December
15, 1998 and requires companies to expense all cost incurred or unamortized in
connection with Start-up activities. The new standard is effective for the
Company's fiscal year ending December 31, 1999 and has not had and is not
expected in the future to have a material effect on the financial statements, as
the Company has not capitalized such costs to date.
Risk Factors That May Affect Future Results
In addition to the other information in this Report, the following factors
should be considered carefully in evaluating the Company's business and
prospects:
Risks Relating to the Merger with Travelocity.com. On October 3, 1999, the
Company signed an agreement to merge with and into Travelocity.com Inc., subject
to certain conditions, including the approval of the common stockholders of the
Company and the expiration or early termination of the waiting period pursuant
to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. There
are numerous risks associated with the transaction, including the following:
. Upon completion of the merger, each share of the Company's Common Stock will
be exchanged for one share of Common Stock of Travelocity.com. The terms of
the deal do not provide for any adjustment for changes in the market price of
the Company's Common Stock, and the Company is not permitted to terminate the
agreement or resolicit the vote of its stockholders solely because of changes
in the market price of its Common Stock. Accordingly, the specific dollar
value of Travelocity.com Common Stock to be received by the Company's
stockholders upon completion of the merger will depend on the market value of
Travelocity.com Common Stock at the time of completion of the merger.
. Achieving the anticipated benefits of the merger will depend in part on the
integration of the technology, operations, and personnel of the two companies
in a timely and efficient manner so as to minimize the risk that the merger
will result in the loss of customers or key employees or the continued
diversion of the attention of management. If the Company and Travelocity.com
are not able to integrate successfully, the combined entity may not be able
to realize the anticipated benefits of the merger.
. If the merger is not completed for certain reasons, the Company may be
subject to a number of material risks. For example the public announcement of
the merger may have had an adverse effect on the Company's sales and
operating results, its ability to attract and retain key management,
marketing, and technical personnel, progress of certain development projects.
Costs related to the merger, such as legal, accounting, and financial advisor
fees must be paid even if the merger is not completed. In addition, the
Company may be obligated to pay up to $10 million in the event that the
proposed merger does not close by March 31, 2000.
. If the merger is terminated and the Company's Board of Directors determines
to seek another merger or business combination, there can be no assurance
that it will be able to find equivalent or better consideration or terms than
in the merger. In addition, while the merger agreement is in effect, the
Company is prohibited, subject to certain limited exceptions, from
soliciting, initiating, knowingly encouraging, or entering into certain
extraordinary transactions such as a merger, sale of assets, or other
business combination with any third party.
Limited Operating History of Online Business; History of Net Operating
Losses; Accumulated Deficit. The Company incurred net losses of $5.6 million,
$10.2 million, $27.0 million and $24.3 million in 1996, 1997, 1998 and the nine
months ended September 30, 1999, respectively. As of September 30, 1999, the
Company had an accumulated deficit of approximately $77.1 million. The Company
believes that its future success depends on its ability to significantly
increase revenues from its Internet and commercial online service operations,
for which it has a limited operating history. The Company initiated its
reservations operations in 1994, first recognized revenues from its reservations
operations in the first quarter of 1995
18
<PAGE>
and booked its first airline ticket reservations online in the second quarter of
1996. Accordingly, the Company's prospects must be considered in light of the
risks, expenses and difficulties frequently encountered by companies in an early
stage of development, particularly companies engaged in new and rapidly evolving
markets such as online commerce. There can be no assurance that the Company will
be successful in addressing such risks, and the failure to do so could have a
material adverse effect on the Company's business, operating results and
financial condition.
Anticipated Losses and Negative Cash Flow. The Company believes that its
success will depend in large part on, among other things, its ability to attract
and retain registered users, to generate sufficient sales volume to achieve
profitability and effectively maintain existing relationships and develop new
relationships with travel suppliers, strategic partners and advertising
customers. Accordingly, the Company intends to expend significant financial and
management resources on brand development, marketing and promotion, site and
content development, strategic relationships and technology and operating
infrastructure. As a result, the Company expects to incur additional losses and
continued negative cash flow from operations for the foreseeable future, and
such losses are anticipated to increase significantly from current levels. There
can be no assurance that the Company's revenues will increase or even continue
at their current level or that the Company will achieve or maintain
profitability or generate cash from operations in future periods. In view of the
rapidly evolving nature of the Company's business and its limited operating
history in the online business, the Company believes that period-to-period
comparisons of its operating results are not necessarily meaningful and should
not be relied upon as an indication of future performance.
Unpredictability of Future Revenues; Fluctuations in Quarterly Results. As
a result of the Company's limited operating history in online commerce and the
emerging nature of the markets in which the Company competes, the Company is
unable to accurately forecast its revenues. The Company's current and future
expense levels are based predominantly on its operating plans and estimates of
future revenues and are to a large extent fixed. The Company may be unable to
adjust spending in a timely manner to compensate for any unexpected revenue
shortfall. Accordingly, any significant shortfall in revenues would likely have
an immediate material adverse effect on the Company's business, operating
results and financial condition. Further, the Company currently intends to
substantially increase its operating expenses to develop and offer new and
expanded travel services, to fund increased sales and marketing, including
obligations under its distribution agreements, and customer service operations
and to develop its technology and transaction processing systems. To the extent
such expenses precede or are not subsequently followed by increased revenues,
the Company's operating results will fluctuate and net anticipated losses in a
given quarter may be greater than expected.
The Company expects that it will experience seasonality in its business,
reflecting seasonal fluctuations in the travel industry, Internet and commercial
online service usage and advertising expenditures. The Company anticipates that
travel bookings will typically increase during the first and second quarter in
anticipation of summer travel and will typically decline during the fourth
quarter. Internet and commercial online service usage and the rate of growth of
such usage may be expected typically to decline during the summer. Depending on
the extent to which the Internet and commercial online services are accepted as
an advertising medium, seasonality in the level of advertising expenditures
could become more pronounced for Internet based advertising. Seasonality in the
travel industry, Internet and commercial online service usage and advertising
expenditures are likely to cause quarterly fluctuations in the Company's
operating results and could have a material adverse effect on the Company's
business, operating results and financial condition.
The Company expects to experience significant fluctuations in its future
quarterly operating results due to a variety of other factors, many of which are
outside the Company's control. Factors that may adversely affect the Company's
quarterly operating results include, but are not limited to: (i) the Company's
ability to retain existing customers, attract new customers at a steady rate and
maintain customer satisfaction, (ii) changes in inventory availability from
third party suppliers or commission rates paid by travel suppliers, such as the
reduction in commissions paid by major airlines for online bookings implemented
during 1997 and the first half of 1998, (iii) the announcement or introduction
of new or enhanced sites, services and products by the Company or its
competitors, (iv) general economic conditions and economic conditions
19
<PAGE>
specific to the Internet, online commerce or the travel industry, (v) the level
of use of online services and consumer acceptance of the Internet and commercial
online services for the purchase of consumer products and services such as those
offered by the Company, (vi) the Company's ability to upgrade and develop its
systems and infrastructure and to attract new personnel in a timely and
effective manner, (vii) the level of traffic on the Company's online sites,
(viii) technical difficulties, system downtime or Internet brownouts, (ix) the
amount and timing of operating costs and capital expenditures relating to
expansion of the Company's business, operations and infrastructure, (x)
governmental regulation and (xi) unforeseen events affecting the travel
industry.
Gross margins may be impacted by a number of different factors including
the mix of transaction revenues versus advertising revenues, the mix of travel
services sold, the mix of advertising revenues from AOL, Excite, Lycos and the
Company's Web site, the mix of airline ticket commissions (which vary from
airline to airline) and the amount of override commissions. The Company
typically realizes higher gross margins on advertising revenues than commission
revenues, higher commissions on vacation packages than hotel rooms and car
rentals, higher commissions on hotel rooms and car rentals than airline tickets,
higher gross margins on advertising revenues from the Company's own Web site
than through AOL, Excite or Lycos, higher commissions from certain airlines than
others and higher gross margins in periods of higher overrides. Any change in
one or more of the foregoing factors could materially adversely affect the
Company's gross margins and operating results in future periods.
As a result of the foregoing factors, the Company's annual or quarterly
operating results may be below the expectations of public market analysts and
investors. In such event, the price of the Company's Common Stock would likely
be materially and adversely affected.
Dependence on the Travel Industry. The Company derives a significant
portion of its revenues directly or indirectly from the travel industry, and the
Company's future growth is dependent on the travel industry. The travel
industry, especially leisure travel, which is dependent on personal
discretionary spending levels, is sensitive to changes in economic conditions
and tends to decline during general economic downturns and recessions. The
travel industry is also highly susceptible to unforeseen events, such as
political instability, regional hostilities, fuel price escalation, travel
related accidents, unusual weather patterns or other adverse occurrences. Any
event that results in decreased travel generally would likely have a material
adverse effect on the Company's business, operating results and financial
condition.
Uncertain Acceptance of the Preview Travel Brand; Dependence on Increased
Bookings. The Company believes that establishing, maintaining and enhancing the
Preview Travel brand is a critical aspect of its efforts to attract and expand
its online traffic. The number of Internet sites that offer competing services,
many of which already have well established brands in online services or the
travel industry generally, increases the importance of establishing and
maintaining brand name recognition. Promotion of the Preview Travel brand will
depend largely on the Company's success in providing a high quality online
experience supported by a high level of customer service, which cannot be
assured. In addition, to attract and retain online users, and to promote and
maintain the Preview Travel brand in response to competitive pressures, the
Company may find it necessary to increase substantially its financial commitment
to creating and maintaining a strong brand loyalty among customers. If the
Company is unable to provide high quality online services or customer support,
or otherwise fails to promote and maintain its brand, or if the Company incurs
excessive expenses in an attempt to promote and maintain its brand, the
Company's business, operating results and financial condition would be
materially adversely affected.
The Company's future success, and in particular its revenues and operating
results, depends upon its ability to successfully execute several key aspects of
its business plan. The Company must increase the dollar volume of transactions
booked through its online sites, either by generating significantly higher and
continuously increasing levels of traffic to its online sites or by increasing
the percentage of visitors to its online sites who purchase travel services, or
through some combination thereof. The Company must also increase the number of
repeat purchasers of travel services through its online sites. In addition, the
Company must deliver a high level of customer service and compelling content in
order to attract users with demographic characteristics valuable to advertisers.
Although the Company has implemented strategies designed to accomplish these
objectives, including its relationships with AOL, Excite, Lycos and
20
<PAGE>
other strategic partners, as well as advertising the Company's services in
online and traditional media, there can be no assurance that these strategies
will be effective in increasing the dollar volume of transactions booked through
its online sites, increasing traffic to its online sites, increasing the
percentage of visitors who purchase travel services, increasing the number of
repeat purchasers or increasing its advertising revenues. The failure to do one
or more of the foregoing would likely have a material adverse effect on the
Company's business, operating results and financial condition.
Reliance on Distribution Agreements with America Online and Excite. The
Company has entered into agreements with AOL and Excite establishing the Company
as the primary and preferred provider of travel services on AOL and the
exclusive provider of travel reservations services on Excite's Travel Channel
until September 2002. Under these agreements, as amended, AOL and Excite are
obligated to promote the Company and to deliver minimum numbers of annual page
views or impressions to the online areas featuring the Company's travel
services. In addition, the Company is eligible to receive payments from Excite
representing a share of advertising revenues received by Excite in connection
with the online areas featuring the Company's travel services; however, there
can be no assurance that such payments, if any, will be significant. During the
terms of these agreements, the Company is obligated to make minimum payments
totaling $49.5 million to AOL and Excite as well as pay to AOL and Excite a
percentage of certain commissions earned by the Company in excess of specified
thresholds. The Company is also obligated to share certain advertising revenues
with each of AOL and Excite, as specified in their respective agreements.
Moreover, the Company's agreement with AOL is conditioned upon the Company
achieving specified levels of travel services bookings, which will require the
Company to significantly increase such bookings from current levels. There can
be no assurance that the Company will achieve sufficient online traffic, travel
bookings or commissions to realize economies of scale that justify the Company's
significant fixed financial obligations to AOL and Excite or that the Company
will satisfy the minimum levels of travel services bookings required to maintain
the AOL agreement, and failure to do so would likely have a material adverse
effect on the Company's business, operating results and financial condition. In
addition, the agreements with AOL and Excite do not provide the Company with
renewal rights upon expiration of their respective terms. The AOL agreement
provides AOL with the right to renew the AOL agreement for successive one-year
terms on a non-exclusive basis during which period AOL would continue to receive
a percentage of commissions and share in advertising revenues, but the Company
would not be obligated to make any additional minimum payments. There can be no
assurance that such agreements will be renewed on commercially acceptable terms,
or at all.
In addition, the Company is a party to a database services agreement with
AOL to develop and manage a travel related destinations database for AOL with
content that is reasonably satisfactory to AOL. The Company has committed to an
aggressive schedule to develop and maintain the destinations database which will
require significant efforts and resources on the Company's part. There can be no
assurance that the Company will be able to fulfill its commitments to AOL on the
agreed upon schedule, and failure to do so could result in a breach of the
distribution agreement with AOL, as well as the database services agreement,
which would likely have a material adverse effect on the Company's business,
operating results and financial condition.
Furthermore, the Company's significant investment in the AOL and Excite
relationships is based on the continued positive market presence, reputation and
anticipated growth of AOL and Excite, as well as the commitment by each of AOL
and Excite to deliver specified numbers of annual page views or impressions. Any
decline in the significant market presence, business or reputation of AOL or
Excite, or the failure of AOL or Excite to deliver the specified numbers of
annual page views, will reduce the value of these strategic agreements to the
Company and will likely have a material adverse effect on the business,
operating results and financial condition of the Company. In addition, while the
Company and Excite have agreed to cooperate on advertising, AOL and the Company
have the right to separately pursue and sell advertising in the Company's
content areas distributed through AOL. There can be no assurance that the
Company and AOL will not compete for limited travel supplier advertising
revenues. Travel services sold through the AOL network (including the primary
AOL service and AOL.COM) accounted for 28%, 33%, 33% and 34% of the Company's
gross bookings for the three months ended December 31, 1998, March 31, June 30,
1999 and September 30, 1999, respectively. Travel services sold through Excite
accounted for 16%, 13%, 12% and 11% of the Company's gross bookings for the
three months ended December 31, 1998,
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March 31, 1999, June 30, 1999 and September 30, 1999, respectively. The
Company's arrangements with AOL and Excite are expected to continue to represent
significant distribution channels for the Company's travel services. Any
termination of either or both of the Company's agreements with AOL or Excite
would likely have a material adverse effect on the Company's business, operating
results and financial condition.
Except for its arrangements with AOL and Excite, the Company has no other
significant long-term distribution arrangements with any other service provider
on the Internet or commercial online services and accordingly must rely on
search engines, directories and other navigational tools which significantly
affect traffic to the Company's online sites. There can be no assurance that
such cooperation will be available to the Company on acceptable commercial terms
or at all or that such relationships will not already be established with the
Company's competitors. If the Company is unable to maintain satisfactory
relationships with AOL or Excite, or if the Company is unable to develop and
maintain satisfactory relationships with additional third parties on acceptable
commercial terms, or if the Company's competitors are better able to leverage
such relationships, the Company's business, operating results and financial
condition could be materially adversely affected.
Reliance on Travel Suppliers; Potential Adverse Changes in Commission
Payments. The Company is dependent on airlines, hotels and other providers of
travel services ("travel suppliers") in order to offer its customers
comprehensive access to travel services and products. Consistent with industry
practices, the Company currently has no agreements with its travel suppliers
that obligate such suppliers to sell services or products through the Company.
In addition, travel suppliers may be unable or choose not to make their
inventory of services and products available through online distribution,
including those services offered by the Company. Accordingly, travel suppliers
could elect to sell exclusively through other sales and distribution channels or
to restrict the Company's access to their inventory, which could significantly
decrease the amount or breadth of the Company's inventory of available travel
offerings and could have a material adverse effect on the Company's business,
operating results and financial condition.
In addition, a substantial majority of the Company's revenue is dependent
on the commissions customarily paid by travel suppliers for bookings made
through the Company's online travel service. Consistent with industry practices,
these travel suppliers are not obligated to pay any specified commission rate
for bookings made through the Company or to pay commissions at all. For example,
during the first quarter of 1998, a major hotel chain eliminated commissions
paid to the Company and other online travel service providers for online
bookings. In addition, a large hotel chain advised the Company that beginning in
January 1999, they would pay a flat commission of two dollars per completed
hotel stay. As a result, the Company expects that its average commission rate
received from hotels will decline. There can be no assurance that other hotel
chains or other travel suppliers will not reduce current industry commission
rates or eliminate such commissions entirely, which could, individually or in
the aggregate, have a material adverse effect on the Company's business,
operating results and financial condition. For example, in 1995, most of the
major airlines placed a cap on per-ticket commissions payable to all travel
agencies for domestic airline travel. In September 1997, the major U.S. airlines
reduced the commission rate payable to traditional travel agencies from 10% to
8%, and again from 8% to 5% in October 1999.
In 1997, the major U.S. airlines reduced the commission rate payable for
online reservations from approximately 8% to approximately 5%, which had a
material adverse effect on the Company's results of operations. In addition, in
the first half of 1998 two major airlines reduced their fixed rate commission
for online roundtrip ticket sales to ten dollars. These reductions were followed
by similar reductions made by other airlines. The Company's weighted average
commission on online transaction revenue has declined as a result of these
reductions. There can be no assurance that airlines or other of the Company's
travel suppliers will not further reduce the amount of compensation payable to
the Company and other online service providers.
In addition, certain travel suppliers have initiated direct online
distribution channels and, in some cases, have offered negotiated rates directly
to major corporate customers. Further, the Company's travel service offerings
are limited to those travel suppliers whose services and products are available
through the global distribution services ("GDS") systems accessed by the
Company, namely, the Apollo GDS system ("Apollo") operated by Galileo
International Partnership ("Galileo") for airlines and car rentals and the
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GDS system operated by Pegasus Systems, Inc. ("Pegasus") for hotel reservations.
For example, Southwest Airlines is currently unavailable in the Apollo GDS
system, and, therefore, the Company is unable to offer access to Southwest
Airline's inventory. There can be no assurance that the Company's current travel
suppliers will continue to sell services or products through Apollo or Pegasus
on current terms with adequate compensation to the Company, or at all, or that
the Company will be able to establish new or extend current travel supplier
relationships to ensure uninterrupted access to a comprehensive supply of the
travel services. The Company's failure to do so would likely result in a
material adverse effect on its business, operating results and financial
condition.
Reliance on Third Party Systems. The Company is dependent upon certain
third party service providers, including, without limitation, the following: AOL
and Level 3 Communications, the Company's Internet service provider which
provides the Company with a T3 data communication line; Pegasus, which provides
the Company with access to a global hotel reservation system and which operates
an online travel service competitive with the Company; Galileo, which provides
the Company with access to the Apollo GDS system; and AT&T, which provides the
Company with data connectivity to the Apollo GDS System.
The Company is dependent on these third party providers to continue to
offer and maintain these services. Any discontinuation of such services, or any
reduction in performance that requires the Company to replace such services,
would be disruptive to the Company's business. In particular, if the Company
were required to replace services provided by the Apollo GDS system, the Company
believes it could take up to six months and require substantial expenditures to
fully transition the Company's travel services to an alternative service
provider. In the past, these third party providers have experienced
interruptions or failures in their systems or services, which have temporarily
prevented the Company's customers from accessing or purchasing certain travel
services through the Company's online sites. Any reduction in performance,
disruption in Internet or online access or discontinuation of services provided
by AOL, Level 3 Communications or any other Internet service provider, or any
disruption in the Company's ability to access the Apollo GDS system, Pegasus or
any other travel reservation systems, could have a material adverse effect on
the Company's business, operating results and financial condition.
In addition, the Company is dependent on Apollo and Pegasus to ensure that
all software used in connection with their GDS systems will manage and
manipulate data involving the transition of dates from 1999 to 2000 without
functional or data abnormality and without inaccurate results related to such
dates. Any failure by Galileo or Pegasus to ensure that such software complies
with year 2000 requirements could have a material adverse effect on the
Company's business, operating results and financial condition. The Company's
agreements with its third party service providers have terms of, or expire
within, one year or less and in some cases are subject to cancellation for any
reason or no reason upon short notice. Specifically, the Company does not have a
written agreement with Pegasus. Any cancellation of services, or failure to
renew such services upon expiration, by any of such third party providers
without notice sufficient to allow the Company to transition to a new service
provider in a timely and cost effective manner would have a material adverse
effect on the Company's business, operating results and financial condition. See
Management's Discussion and Analysis of Financial Condition and Results of
Operations "Year 2000."
Competition. The online travel services market is new, rapidly evolving and
intensely competitive, and the Company expects such competition to intensify in
the future. The Company competes primarily with traditional travel agency and
online travel reservation services. In the online travel services market, the
Company competes with other entities that maintain similar commercial Web sites,
such as Expedia (operated by Microsoft Corporation), Travelocity (operated by
SABREGroup Holdings Inc., a majority owned subsidiary of American Airlines),
TravelWeb (operated by Pegasus), Getthere.com, Biztravel.com, Cheap Tickets and
TheTrip.com, among others. Several traditional travel agencies, including larger
travel agencies such as American Express Travel Related Services Co. Inc.,
Uniglobe Travel and Carlson Wagonlit Travel, have established, or may establish
in the future, commercial Web sites offering online travel services.
Additionally, companies such as Priceline.com operate Web sites that allow users
to bid on air tickets and hotel rooms.
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In addition to the traditional travel agency channel, most travel suppliers
also sell their services directly to customers, predominantly by telephone. As
the market for online travel services grows, the Company believes that the range
of companies involved in the online travel services industry, including travel
suppliers, traditional travel agencies and travel industry information
providers, will increase their efforts to develop services that compete with the
Company's services. Most major airlines, car rental companies and hotel chains
offer travel services directly through their own Web sites, including travel
services from other travel suppliers, eliminating the need to pay commissions to
third parties such as the Company. The Company is unable to anticipate which
other companies are likely to offer competitive services in the future. There
can be no assurance that the Company's online operations will compete
successfully with any current or future competitors.
Many of the Company's current and potential competitors have longer
operating histories, larger customer bases, greater brand recognition and
significantly greater financial, marketing and other resources than the Company
and may enter into strategic or commercial relationships with larger, more
established and well financed companies. Certain of the Company's competitors
may be able to secure services and products from travel suppliers on more
favorable terms, devote greater resources to marketing and promotional campaigns
and devote substantially more resources to Web site and systems development than
the Company. In addition, new technologies and the expansion of existing
technologies may increase competitive pressures on the Company. Increased
competition may result in reduced operating margins, as well as loss of market
share and brand recognition. There can be no assurance that the Company will be
able to compete successfully against current and future competitors, and
competitive pressures faced by the Company could have a material adverse effect
on the Company's business, operating results and financial condition.
Dependence on Continued Growth of Online Commerce. The Company's future
revenues and any future profits are substantially dependent upon the widespread
acceptance and use of the Internet and commercial online services as an
effective medium of commerce by consumers. For the Company to be successful,
these consumers must accept and utilize novel ways of conducting business and
exchanging information. Convincing consumers to purchase travel services online
may be particularly difficult, as such consumers have traditionally relied on
travel agents for advice and recommendations as to destinations and
accommodations as well as bookings, and are accustomed to a high degree of human
interaction in purchasing travel services. Rapid growth in the use of and
interest in the Web, the Internet and commercial online services is a recent
phenomenon, and there can be no assurance that acceptance and use will continue
to develop or that a sufficiently broad base of consumers will adopt, and
continue to use, the Internet and commercial online services as a medium of
commerce, particularly for purchases of travel services.
Demand for recently introduced services and products over the Internet and
commercial online services is subject to a high level of uncertainty and there
exist few proven services and products. The development of the Internet and
commercial online services as a viable commercial marketplace is subject to a
number of factors, including continued growth in the number of users of such
services, concerns about transaction security, continued development of the
necessary technological infrastructure and the development of complementary
services and products. If the Internet and commercial online services do not
become a viable commercial marketplace, the Company's business, operating
results and financial condition would be materially adversely affected.
Risks Associated with Advertising Revenues. During 1996, 1997, 1998 and the
nine months ended September 30, 1999 approximately 9%, 10%, 24% and 36%,
respectively, of the Company's total revenues were derived from the sale of
advertising on its online sites. The Company's advertising customers may
terminate their advertising commitments at any time without penalty.
Consequently, the Company's advertising customers may move their advertising to
competing online sites or to other traditional media quickly and at low cost,
thereby increasing the Company's exposure to competitive pressures and
fluctuations in net revenues and operating results. If the Company loses
advertising customers, fails to attract new customers or is forced to reduce
advertising rates in order to retain or attract advertising customers, the
Company's business, operating results and financial condition could be
materially adversely affected.
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Management of Potential Growth. The Company has rapidly and significantly
expanded its operations, and anticipates that further significant expansion will
be required to address potential growth in its customer base and market
opportunities. The Company has also recently added a number of key managerial
and technical employees, including its current President and Chief Executive
Officer in July 1999, and the Company expects to add additional key personnel in
the future. This expansion has placed, and is expected to continue to place, a
significant strain on the Company's management, operational and financial
resources. To manage the expected growth of its operations and personnel, the
Company will be required to improve existing and implement new transaction
processing, operational, customer service and financial systems, procedures and
controls, implement a formal disaster recovery program and expand, train and
manage the Company's growing employee base. The Company also will be required to
expand its finance, administrative and operations staff. Further, the Company's
management will be required to maintain and expand its relationships with
various travel service suppliers, other Web sites and other Web service
providers, Internet and commercial online service providers and other third
parties necessary to the Company's business. There can be no assurance that the
Company's current and planned personnel, systems, procedures and controls will
be adequate to support the Company's future operations, that management will be
able to hire, train, retain, motivate and manage required personnel or that the
Company's management will be able to successfully identify, manage and exploit
existing and potential market opportunities. If the Company is unable to manage
growth effectively, its business, operating results and financial condition
could be materially adversely affected.
Dependence on Attraction and Retention of Key Employees. The Company's
performance is substantially dependent on the continued services and on the
performance of its senior management and certain other key personnel. The loss
of the services of any of its executive officers or other key employees could
have a material adverse effect on the Company's business, operating results and
financial condition. In July 1999, the Company appointed Christopher E. Clouser
to serve as its new President and Chief Executive Officer. Other than Mr.
Clouser, the Company does not have long-term employment agreements with any of
its key personnel. The Company's future success also depends on its ability to
identify, attract, hire, train, retain and motivate other highly skilled
technical, managerial, editorial, marketing and customer service personnel.
Competition for such personnel is intense, and there can be no assurance that
the Company will be able to successfully attract, assimilate or retain
sufficiently qualified personnel. In particular, the Company may encounter
difficulties in attracting a sufficient number of qualified software developers
for its online services and transaction processing systems, and there can be no
assurance that the Company will be able to retain and attract such developers.
The failure to retain and attract necessary technical, managerial, editorial,
merchandising, marketing and customer service personnel could have a material
adverse effect on the Company's business, operating results and financial
condition.
Although none of the Company's employees is represented by a labor union,
there can be no assurance that the Company's employees will not join or form a
labor union or that the Company, for certain purposes, will not be required to
become a union signatory.
Risk of Capacity Constraints; Reliance on Internally Developed Systems;
System Development Risks. The Company's revenues depend on the number of
customers who use its online travel sites to book their travel reservations.
Accordingly, the satisfactory performance, reliability and availability of the
Company's online sites, transaction processing systems and network
infrastructure are critical to the Company's operating results, as well as its
ability to attract and retain customers and maintain adequate customer service
levels. Any system interruptions that result in the unavailability of the
Company's online sites or reduced performance of the reservation system would
reduce the volume of reservations and the attractiveness of the Company's
service offerings, which could have a material adverse effect on the Company's
business, operating results and financial condition.
The Company uses an internally developed system for its online sites and
substantially all aspects of transaction processing, including customer
profiling, making reservations, credit card verification and confirmations. The
Company has experienced periodic system interruptions, which it believes will
continue to occur from time to time. Any substantial increase in the volume of
traffic on the Company's online sites or the number of reservations made by
customers will require the Company to expand and
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upgrade further its technology, transaction processing systems and network
infrastructure. The Company has experienced and expects to continue to
experience temporary capacity constraints due to sharply increased traffic
during "fare wars" or other promotions, which may cause unanticipated system
disruptions, slower response times, degradation in levels of customer service,
impaired quality and speed of reservations and confirmations and delays in
reporting accurate financial information.
There can be no assurance that the Company's transaction processing systems
and network infrastructure will be able to accommodate such increases in traffic
in the future, or that the Company will, in general, be able to accurately
project the rate or timing of such increases or upgrade its systems and
infrastructure to accommodate future traffic levels on its online sites. In
addition, there can be no assurance that the Company will be able in a timely
manner to effectively upgrade and expand its transaction processing systems or
to successfully integrate any newly developed or purchased modules with its
existing systems. Any inability to do so could have a material adverse effect on
the Company's business, operating results and financial condition.
Risk of System Failure; Single Site. The Company's success, in particular
its ability to successfully receive and fulfill orders online and provide high
quality customer service, largely depends on the efficient and uninterrupted
operation of its computer and communications hardware systems. The majority of
the Company's computer and communications systems are located at a single
facility in San Francisco, California. The Company's systems and operations are
vulnerable to damage or interruption from fire, flood, power loss,
telecommunications failure, break-ins, earthquake and similar events. The
Company currently does not have redundant systems or a formal disaster recovery
plan. Despite the implementation of network security measures by the Company,
its servers are vulnerable to computer viruses, physical or electronic break-ins
and similar disruptions, which could lead to interruptions, delays, loss of data
or the inability to accept and confirm customer reservations. The occurrence of
any of the foregoing risks could have a material adverse effect on the Company's
business, operating results and financial condition.
Rapid Technological Change. The Internet and the online commerce industry
are characterized by rapid technological change, changes in user and customer
requirements and preferences, frequent new product and service introductions
embodying new technologies and the emergence of new industry standards and
practices that could render the Company's existing online sites and proprietary
technology and systems obsolete. The emerging nature of these products and
services and their rapid evolution will require that the Company continually
improve the performance, features and reliability of its online services,
particularly in response to competitive offerings. The Company's success will
depend, in part, on its ability to enhance its existing services, to develop new
services and technology that address the increasingly sophisticated and varied
needs of its prospective customers and to respond to technological advances and
emerging industry standards and practices on a cost effective and timely basis.
The development of online sites and other proprietary technology entails
significant technical and business risks and requires substantial expenditures
and lead time. There can be no assurance that the Company will successfully use
new technologies effectively or adapt its online sites, proprietary technology
and transaction processing systems to customer requirements or emerging industry
standards. If the Company is unable, for technical, legal, financial or other
reasons, to adapt in a timely manner in response to changing market conditions
or customer requirements, its business, operating results and financial
condition could be materially adversely affected.
Online Commerce and Database Security Risks. A fundamental requirement for
online commerce and communications is the secure transmission of confidential
information over public networks. The Company relies on encryption and
authentication technology licensed from third parties to provide the security
and authentication necessary to effect secure transmission of confidential
information, such as customer credit card numbers. In addition, the Company
maintains an extensive confidential database of customer profiles and
transaction information. There can be no assurance that advances in computer
capabilities, new discoveries in the field of cryptography, or other events or
developments will not result in a compromise or breach of the algorithms used by
the Company to protect customer transaction and personal data contained in the
Company's customer database. If any such compromise of the Company's security
were to occur, it could have a material adverse effect on the Company's
reputation, business, operating results and financial condition. A party who is
able to circumvent the Company's security measures could misappropriate
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proprietary information or cause interruptions in the Company's operations. The
Company may be required to expend significant capital and other resources to
protect against such security breaches or to alleviate problems caused by such
breaches. Concerns over the security of transactions conducted on the Internet
and commercial online services and the privacy of users may also inhibit the
growth of the Internet and commercial online services, especially as a means of
conducting commercial transactions. To the extent that activities of the Company
or third party contractors involve the storage and transmission of proprietary
information, such as credit card numbers or other personal information, security
breaches could expose the Company to a risk of loss or litigation and possible
liability. There can be no assurance that the Company's security measures will
prevent security breaches or that failure to prevent such security breaches will
not have a material adverse effect on the Company's business, operating results
and financial condition.
Need for Additional Capital. The Company requires substantial working
capital to fund its business and expects to use a portion of the net proceeds of
its initial public offering and secondary offering to fund its operating losses.
In the last three years, the Company has experienced negative cash flow from
operations and expects to continue to experience significant negative cash flow
from operations for the foreseeable future. The Company currently anticipates
that the net proceeds of its initial public offering and secondary offering,
together with its existing capital resources, will be sufficient to meet the
Company's capital requirements through September 2000, although the Company
could be required, or could elect, to seek to raise additional financing during
such period or thereafter, in part to fund its financial obligations to AOL,
Excite and Lycos or for other purposes. There can be no assurance that such
financing will be available in sufficient amounts or on terms acceptable to the
Company, if at all.
Risks Associated with Offering New Services. The Company plans to introduce
new and expanded services and to enter into new relationships with third parties
in order to generate additional revenues, attract more consumers and respond to
competition. There can be no assurance that the Company would be able to offer
such services in a cost effective or timely manner or that any such efforts
would be successful. Furthermore, any new service launched by the Company that
is not favorably received by consumers could damage the Company's reputation or
its brand name. Expansion of the Company's services in this manner would also
require significant additional expenses and development and may strain the
Company's management, financial and operational resources. The Company's
inability to generate revenues from such expanded services or products
sufficient to offset their cost could have a material adverse effect on the
Company's business, operating results and financial condition.
Liability for Internet Content. As a publisher and distributor of online
content, the Company faces potential liability for defamation, negligence,
copyright, patent or trademark infringement and other claims based on the nature
and content of the materials that the Company publishes or distributes. Such
claims have been brought, and sometimes successfully pressed, against online
services. In addition, the Company does not and cannot practically screen all of
the content generated by its users on the bulletin board system on the Company's
online sites, and the Company could be exposed to liability with respect to such
content. Although the Company carries general liability insurance, the Company's
insurance may not cover claims of these types or may not be adequate to
indemnify the Company for all liability that may be imposed. Any imposition of
liability, particularly liability that is not covered by insurance or is in
excess of insurance coverage, could have a material adverse effect on the
Company's reputation and its business, operating results and financial
condition.
Uncertain Protection of Intellectual Property; Risks of Third Party
Licenses. The Company regards its copyrights, service marks, trademarks, trade
dress, trade secrets and similar intellectual property as critical to its
success, and relies on trademark and copyright law, trade secret protection and
confidentiality and/or license agreements with the Company's employees,
customers, partners and others to protect its proprietary rights. The Company
pursues the registration of certain of its key trademarks and service marks in
the United States and internationally. Effective trademark, service mark,
copyright and trade secret protection may not be available in every country in
which the Company's products and services are made available online. The Company
has licensed in the past, and expects that it may license in the future, certain
of its proprietary rights, such as trademarks or copyrighted material, to third
parties. While the Company attempts to ensure that the quality of its brand is
maintained by such licensees, there can be no assurance that such licensees will
not take actions that might materially adversely affect the value of the
Company's
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proprietary rights or reputation, which could have a material adverse effect on
the Company's business, operating results and financial condition. There can be
no assurance that the steps taken by the Company to protect its proprietary
rights will be adequate or that third parties will not infringe or
misappropriate the Company's copyrights, trademarks, trade dress and similar
proprietary rights. In addition, there can be no assurance that other parties
will not assert infringement claims against the Company. The Company may be
subject to legal proceedings and claims from time to time in the ordinary course
of its business, including claims of alleged infringement of the trademarks and
other intellectual property rights of third parties by the Company and its
licensees. Such claims, even if not meritorious, could result in the expenditure
of significant financial and managerial resources.
The Company also intends to continue to strategically license certain
content for its online sites from third parties, as it did with Fodor's,
including content which is integrated with internally developed content and used
on the Company's online sites to provide key services. There can be no assurance
that these third party content licenses will be available to the Company on
commercially reasonable terms or that the Company will be able to successfully
integrate such third party content. Such content licenses may expose the Company
to increased risks, including risks associated with the assimilation of new
content, the diversion of resources from the development of the Company's
content, the inability to generate revenues from new content sufficient to
offset associated acquisition costs and the maintenance of uniform, appealing
content. The inability to obtain any of these licenses could result in delays in
site development or services until equivalent content can be identified,
licensed and integrated. Any such delays in site development or services could
have a material adverse effect on the Company's business, operating results and
financial condition.
Governmental Regulation and Legal Uncertainties. Certain segments of the
travel industry are heavily regulated by the United States and international
governments, and accordingly, certain services offered by the Company are
affected by such regulations. For example, the Company is subject to United
States Department of Transportation ("DOT") regulations prohibiting unfair and
deceptive practices. In addition, DOT regulations concerning the display and
presentation of information that are currently applicable to the GDS services
accessed by the Company could be extended to the Company in the future, as well
as other laws and regulations aimed at protecting consumers accessing online
travel services or otherwise. In California, under the Seller of Travel Act, the
Company is required to register as a seller of travel, comply with certain
disclosure requirements and participate in the State's restitution fund.
The Company is also subject to regulations applicable to businesses
generally and laws or regulations directly applicable to access to online
commerce. Although there are currently few laws and regulations directly
applicable to the Internet and commercial online services, it is possible that a
number of laws and regulations may be adopted with respect to the Internet or
commercial online services covering issues such as user privacy, pricing,
content, copyrights, distribution, antitrust and characteristics and quality of
products and services. Furthermore, the growth and development of the market for
online commerce may prompt calls for more stringent consumer protection laws
that may impose additional burdens on those companies conducting business
online. The adoption of any additional laws or regulations may decrease the
growth of the Internet or commercial online services, which could, in turn,
decrease the demand for the Company's products and services and increase the
Company's cost of doing business, or otherwise have a material adverse effect on
the Company's business, operating results and financial condition.
Moreover, the applicability to the Internet and commercial online services
of existing laws in various jurisdictions governing issues such as property
ownership, sales and other taxes, libel and personal privacy is uncertain and
may take years to resolve. For example, tax authorities in a number of states
are currently reviewing the appropriate tax treatment of companies engaged in
online commerce, and new state tax regulations may subject the Company to
additional state sales and income taxes. Any such new legislation or regulation,
the application of laws and regulations from jurisdictions whose laws do not
currently apply to the Company's business, or the application of existing laws
and regulations to the Internet and commercial online services could have a
material adverse effect on the Company's business, operating results and
financial condition.
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Risks Associated with International Expansion. A component of the Company's
strategy is to evaluate expanding its operations into international markets. The
Company may expend significant financial and management resources to establish
offices overseas, create localized user interfaces and comply with local customs
and regulations. If the revenues generated by these international operations are
insufficient to offset the expense of establishing and maintaining such
operations, the Company's business, operating results and financial condition
could be materially adversely affected. To date, the Company has no experience
in developing localized versions of its online sites and marketing and
distributing its travel services internationally. There can be no assurance that
the Company will be able to successfully market or sell its services in these
international markets. In addition to the uncertainty as to the Company's
ability to expand its international presence, there are certain risks inherent
in conducting business on an international level, such as unexpected changes in
regulatory requirements, tariffs and other trade barriers, difficulties in
staffing and managing foreign operations, political instability, currency rate
fluctuations, seasonality in leisure travel in certain countries and potentially
adverse tax consequences. There can be no assurance that one or more of the
foregoing factors will not have a material adverse effect on the Company's
future potential international operations and, consequently, on its business,
operating results and financial condition.
Risks Associated with Potential Acquisitions. The Company's current
strategy is to broaden the scope and content of its online sites through the
acquisition of existing online services and businesses specializing in travel
related content, as well as through internally developed new travel services
offerings. Any future acquisitions would expose the Company to increased risks,
including risks associated with the assimilation of new operations, sites and
personnel, the diversion of resources from the Company's existing businesses,
sites and technologies, the inability to generate revenues from new sites or
content sufficient to offset associated acquisition costs, the maintenance of
uniform standards, controls, procedures and policies and the impairment of
relationships with employees and customers as a result of any integration of new
management personnel. Acquisitions may also result in additional expenses
associated with amortization of acquired intangible assets or potential
businesses. There can be no assurance that the Company would be successful in
overcoming these risks or any other problems encountered in connection with such
acquisitions, and its inability to overcome such risks could have a material
adverse effect on the Company's business, operating results and financial
condition.
Volatility of Stock Price. The market price of the Common Stock of the
Company could be subject to significant fluctuations in response to quarter-to-
quarter variations in the Company's operating results, announcements of
technological innovations or new products by the Company or its competitors, and
other events or factors. For example, a shortfall in revenue or net income, or
increase in losses from levels expected by securities analysts, could have an
immediate and significant adverse effect on the market price of the Company's
Common Stock. In addition, the stock market in recent years has experienced
extreme price and volume fluctuations that have particularly affected the market
prices of many high technology and internet companies and that have often been
unrelated or disproportionate to the operating performance of companies. These
fluctuations, as well as general economic and market conditions, may adversely
affect the market price for the Common Stock.
Antitakeover Effect of Certain Charter Provisions; Stockholder Rights Plan.
The Board of Directors has the authority to issue up to 5,000,000 shares of
Preferred Stock and to determine the price, rights, preferences, privileges and
restrictions, including voting rights, of those shares without any further vote
or action by the stockholders. The rights of the holders of Common Stock may be
subject to, and may be adversely affected by, the rights of the holders of any
Preferred Stock that may be issued in the future. The issuance of Preferred
Stock may have the effect of delaying, deferring or preventing a change of
control of the Company without further action by the stockholders and may
adversely affect the voting and other rights of the holders of Common Stock,
which could have an adverse impact on the market price of the Common Stock. The
Company has no present plans to issue shares of Preferred Stock. Further,
certain provisions of the Company's charter documents, including provisions
eliminating the ability of stockholders to take action by written consent and
limiting the ability of stockholders to raise matters at a meeting of
stockholders without giving advance notice, may have the effect of delaying or
preventing changes in control or management of the Company, which could have an
adverse effect on the market price of the Company's Common Stock.
29
<PAGE>
In October 1998, the Company's Board of Directors adopted a stockholder
rights plan. This plan provides stockholders with special purchase rights under
certain circumstances, including if any person or group acquires 20 percent or
more of the Company's common stock. This plan could have the effect of making it
more difficult for a third party to acquire, or of discouraging a third party
from attempting to acquire, or of making the Company less attractive to a
potential acquirer of, a majority of the outstanding voting stock of the
Company, and may complicate or discourage a takeover of the Company.
On October 1999, in accordance with the signing of the merger agreement
with Travelocity.com, the Company's Board of Directors authorized an amendment
to the stockholder rights plan in order to render the rights issued thereunder
inapplicable to the merger agreement.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The Company's exposure to market risk for changes in interest rates relates
primarily to its investment portfolio. The Company maintains an investment
policy which is intended to ensure the safety and preservation of its invested
funds by limiting default risk, market risk and reinvestment risk. The Company
does not currently use, nor has it historically used, derivative financial
instruments to manage or reduce market risk. The Company mitigates default risk
by investing in high credit quality securities such as debt instruments of the
United States government and its agencies and high quality corporate issuers, as
well as money market funds. The portfolio includes only marketable securities
with active secondary or resale markets to ensure portfolio liquidity and
maintains a prudent amount of diversification. As of September 30, 1999, the
Company had $422,000 and $37.4 million of cash and cash equivalents and
marketable securities, respectively.
The Company does not currently transact any significant portion of its business
in functional currencies other than the United States dollar. To the extent that
it continues to transact its business using the United States dollar as its
functional currency, the Company does not believe that the fluctuations in
foreign currency exchange rates will have a material adverse effect on the
Company's results of operations.
30
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - Not Applicable.
Item 2. Changes in Securities and Use of Proceeds.
On November 19, 1997, in connection with the Company's initial public
offering, a Registration Statement on Form S-1 (No. 333-37183) was declared
effective by the Securities and Exchange Commission, pursuant to which 2,500,000
shares of the Company's Common Stock were offered and sold for the account of
the Company at a price of $11.00 per share, generating gross offering proceeds
of $27.5 million. The managing underwriters were Hambrecht & Quist LLC and
NationsBanc Montgomery Securities, Inc. After deducting approximately $1.9
million in underwriting discounts and $1.0 million in other related expenses,
the net proceeds of the offering were approximately $24.6 million. As of
September 30, 1999, the Company has used $12.8 million of the net proceeds of
the offering for payments to AOL under the distribution agreement with AOL, $4.5
million for payments to Excite under the distribution agreement with Excite,
$3.2 million for payments to Lycos under the distribution agreement with Lycos
and the remaining $4.1 million on advertising.
Item 3. Defaults Upon Senior Securities - Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders - Not Applicable.
Item 5. Other Information - Not Applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 10.24* - Amendment to Restated and Amended Excite
Agreement, dated as of September 28, 1999, between the Company and
Excite, Inc.
Exhibit 10.25 - Employment Agreement effective as of July 27, 1999,
by and between the Company and Christopher E. Clouser.
Exhibit 27.1 - Financial Data Schedule
* A portion of this agreement has been omitted pursuant to a
request for confidential treatment.
(b) Form 8-K filed on October 6, 1999 in connection with announcement
of merger with Travelocity.com.
31
<PAGE>
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.
Preview Travel, Inc.
By /s/ BRUCE E. CARMEDELLE
--------------------------
Bruce E. Carmedelle
Sr. Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: November 8, 1999
32
<PAGE>
September 28, 1999
Exhibit 10.24
To: Liz Berecz
Vice President, Finance
Excite, Inc.
Dear Liz,
As you know, Peter Negulescu, Jennifer Mack and I have been working for some
time to amend our existing agreement. Jennifer asked me to send this letter to
you for your review and signature.
This letter sets forth the terms upon which we have agreed to amend the Restated
and Amended Excite/Preview Travel Travel Channel Agreement dated as of March 12,
1998 (the "Amended Agreement"). Our agreements shall be incorporated in a new
Agreement that shall be consistent with the terms herein.
The agreements set forth in this letter shall be effective upon signing. This
signed letter agreement shall permit us to dedicate the resources required to
implement the new changes to the service as set forth herein.
Preview Travel, Inc.("Preview") and Excite, Inc. ("Excite") agree as follows:
A. URL and Traffic Reports
-----------------------
1. The URL of the co-branded sites shall be changed to
previewtravel.excite.com.
2. Excite shall receive reach and page view credit for all pages on this
domain. Excite shall work with Media Metrix (or like party) to create a
special report for Preview to recognize those pages.
3. Preview shall supply monthly traffic reports to Excite for co-branded page
views (at an aggregate level) and include an Excite "ping" within each co-
branded page for tracking purposes. Preview shall supply Excite a URL for
online access to reports for Excite. The reports shall include transactions
by day.
B. Integration into Excite technology and services
-----------------------------------------------
1. Preview Travel and Excite shall work together to integrate/implement
Excite's Universal Registration System according to Excite's specifications
to reduce barriers to registration and use. [Confidential treatment
requested].
1
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2. Preview and Excite shall work together to integrate Preview's reservations
services across the Excite site so as to better take advantage of
channelized search, Excite's destination guides, personal pages, chat,
clubs, home pages, instant messaging and other Excite features and to
provide a more seamless Excite user experience. [Confidential treatment
requested].
C. Co-Branding
-----------
1. The Co-branded site (excluding the booking engine) shall incorporate the
Excite "look and feel" and include Excite navigation, consistent with
Excite's current co-branded guidelines. Preview Travel shall work with
Excite to co-brand the booking engine to incorporate Excite's co-branded
guidelines where reasonable and practicable. Preview Travel's branding and
navigation shall be similar in size and prominence relative to Excite
branding and navigation. Both parties shall work together to come up with a
plan to increase the number of Excite hosted booking engine modules (e.g.
"Book a Flight" main page, query form for airport and dates) consistent with
Excite's co-branding guidelines which shall be attached to the new Amended
Agreement.
D. Best of Breed
-------------
1. Preview shall ensure that all Co-Branded Pages taken as a whole shall be at
least comparable to other similar sources of similar topical content and/or
functionality available on the Internet in terms of the following factors,
taken as a whole: (i) breadth and depth of content, (ii) tools and
functionality (iii) personalization and (iv) quality of user interface and
ease of use.
2. Preview shall ensure that the Co-Branded Booking Engine taken as a whole
shall be at least comparable to any other booking engine available on the
Internet in terms of the following factors, taken as a whole: (i) breadth
and depth of listings, (ii) functionality (iii) accuracy of information (iv)
speed of service and (v) quality of user interface and ease of use.
3. Should Preview Travel and Excite disagree regarding the requirements of
sections D.1 and D.2 above, the parties agree that a neutral third party,
acceptable to both parties, may be called upon evaluate the dispute. The
third party shall be tasked to deliver a written recommendation within 15
days. In the event that the neutral third party determines that Preview has
failed to meet these quality criteria, Preview shall have 10 business days
to deliver a plan to Excite on how they shall cure the problem. Preview
shall implement the solution within 60 days thereafter or a mutually agreed
upon schedule. In the event that Preview fails to cure the quality issue
within the agreed upon timeframe and it is not working in good faith to
execute the stated plan, Excite may terminate Preview's exclusivity with
respect to that portion of the content only upon written notice and enter
into other non-exclusive arrangements for the acquisition of similar content
and/or functionality.
E. Impressions
-----------
2
<PAGE>
1. Impression guarantee remains as per Amended Agreement. [Confidential
treatment requested]. Only branded links above the fold shall count toward
the guarantee.
2. The Excite Network includes Excite.com, Webcrawler.com, Prodigy.excite.com
and other co-branded sites resulting from distribution partners signed by
Excite, or mergers or acquisitions (assuming there are no pre-existing
exclusions and then only until such exclusions expire). The Excite Network
does not include broadband or subscription services.
F. Product Offering on Excite
--------------------------
1. The following Preview Travel areas shall be co-branded and integrated on an
exclusive basis into the Excite Network: Air, Car, Hotel Reservations,
Farefinder, Newswire, RealDeals and Carfinder. Preview shall retain the
ability to link to other co-branded areas of its site, including without
limitation, Preview's Currency Converter and Vacations and Cruises. Preview
shall not specifically promote, from the Co-branded areas, functionality
that is substantially similar to that offered on Excite (e.g. weather,
destination guide) unless the parties agree that such linking shall be
permitted.
2. Excite shall feature Preview's Vacations and Cruises as per co-branded Mock-
ups which shall be attached to the new Amended Agreement. Preview Travel
shall not be the exclusive provider of content in this category, but shall
be featured in the Excite Travel Channel.
G. Advertising Selling and Promotions
----------------------------------
1. Excite shall promote Preview Travel Destination Guide content on Excite in
the Excite web directories, dependent on the approval of Excite's editorial
team. Preview may use banners and sponsorship placements included in the
impression guarantee to promote the Preview Travel Destination Guides in at
least the first or second sponsorship box or the left or right marquee
position throughout the Travel Channel as well as via its advertising
banners. These placements shall count against the impression guarantees. The
services linked to through these banners and sponsorship placements shall
not be Co-branded.
2. At least fifty percent (50%) of the Preview Travel advertising banners will
link to Co-Branded Areas.
3. Up to fifty percent (50%) of Preview Travel's advertising banners may go
directly to previewtravel.com services, however Preview may not provide
direct links to Preview's non-co-branded reservations page.
4. Effective as of the date of letter, Preview shall sell, serve and retain
100% of the advertising revenue from all Co-branded Preview pages.
5. Excite shall provide reporting to Preview as per the Amended Agreement.
H. Term and Payments
-----------------
3
<PAGE>
1. [Confidential treatment requested].
2. The term of the Agreement remains five years as per the Amended Agreement
and shall run through September 30, 2002. Payment for Years 3, 4, and 5
shall be reduced from $6 million per year to $4 million per year.
3. The impressions guarantee will remain as per the Amended Agreement
[Confidential treatment requested].
I. Exclusivities
-------------
1. Exclusivities shall remain unchanged as set forth in the Amended Agreement
except as set forth herein. [Confidential treatment requested]. At its sole
discretion, Preview may change the competitor list on a quarterly basis
assuming Excite holds no pre-existing obligations to such competitor.
2. Preview has the right to terminate the contract after the fourth year for
any reason based on notice requirement to be included in formal amendment.
[Confidential treatment requested].
J. Usage Data
----------
1. [Confidential treatment requested].
2. Preview and Excite shall set up an expeditious process for Excite to approve
co-branded newsletters to Excite users. The approval process does not apply
to emails sent by Preview regarding Excite user booking information.
Effective as of: September 28, 1999
Preview Travel, Inc. Excite, Inc.
By: Amy Guggenheim By: Elizabeth M. Berecz
Name: Amy Guggenheim Name: Elizabeth M. Berecz
Title: VP, Business Development Title: VP, Finance
Date: 9/30/99 Date: 9/30/99
4
<PAGE>
Exhibit 10.25
PREVIEW TRAVEL, INC.
EMPLOYMENT AGREEMENT
--------------------
This Employment Agreement (the "Agreement") is dated effective as of July
---------
27, 1999 (the "Effective Date"), by and between Christopher E. Clouser
--------------
("Employee") and Preview Travel, Inc., a Delaware corporation (the "Company").
- ---------- -------
1. Term of Agreement. This Agreement shall commence on the date hereof
-----------------
and, subject to the provisions hereof, shall have a term of two years from the
Effective Date of the Agreement as set forth above (the "Original Term").
-------------
Employee's employment shall commence on the Effective Date.
2. Duties.
------
(a) Position. Employee shall be employed as President and Chief
--------
Executive Officer and will report to the Company's Board of Directors. Employee
shall also be appointed or elected a director of the Company. So long as there
is no Change of Control as defined in paragraph 4(b) and so long as he remains
an employee of the Company, the Company shall recommend the election of
Employee annually as a director. The Company shall also recommend Employee's
appointment or election as a director of NewsNet Central Inc.
(b) Obligations to the Company. Employee agrees to the best of his
--------------------------
ability and experience that he will at all times loyally and conscientiously
perform all of the duties and obligations required of and from Employee pursuant
to the express and implicit terms hereof, and to the reasonable satisfaction of
the Company. During the term of Employee's employment relationship with the
Company, Employee further agrees that he will devote substantially all of his
business time and attention to the business of the Company. So long as such
activities do not interfere with Employee's obligations under this Agreement,
Employee may serve as a member of Boards of Directors of privately and publicly
held companies, hold ownership interests in privately held companies, accept
speaking or presentation engagements in exchange for honoraria, serve on boards
of charitable organizations, and own no more than 5 % of the outstanding equity
securities of a corporation whose stock is listed on a national stock exchange
or the Nasdaq National Market. Except as provided in the previous sentence,
Employee will not render commercial or professional services of any nature to
any person or organization, whether or not for compensation, without the prior
written consent of the Company's Board of Directors. Employee will not directly
or indirectly engage or participate in any business that is competitive in any
manner with the business of the Company. Employee will comply with and be bound
by the Company's operating policies, procedures and practices from time to time
in effect during the term of Employee's employment.
3. At-Will Employment. The Company and Employee acknowledge that
------------------
Employee's employment is and shall continue to be at-will, as defined under
applicable law, and that Employee's employment with the Company may be
terminated by either party at any time for any or no reason. If Employee's
employment terminates for any reason, Employee shall not be
-1-
<PAGE>
entitled to any payments, benefits, damages, award or compensation other than as
provided in this Agreement.
4. Compensation. In consideration for the duties and services to be
------------
performed by Employee hereunder, the Company shall pay Employee, and Employee
agrees to accept, the salary, stock options, bonuses and other benefits
described below in this Section 4.
(a) Salary. Employee shall receive a monthly salary of $20,833,
------
which is equivalent to $250,000 on an annualized basis. Employee's monthly
salary will be payable pursuant to the Company's normal payroll practices. In
the event this Agreement is extended beyond the Original Term, the base salary
shall be reviewed at the time of such extension by the Board or its Compensation
Committee, and any change will be effective as of the date determined
appropriate by the Board or its Compensation Committee. In addition the Company
shall pay Employee the amount of $100,000 within ten (10) days of his
commencement of work for the Company and shall also pay on Employee's behalf any
amounts incurred by Employee for insurance coverage under COBRA, which will
include disability and health insurance comparable to coverage provided by
former employer (Northwest Airlines).
(b) Stock Options and Other Incentive Programs. In connection with
------------------------------------------
the commencement of Employee's employment, the Board of Directors shall grant to
Employee an option to purchase 500,000 shares of the Company's Common Stock
("Shares") with an exercise price equal to the closing sales price of the Common
- --------
Stock on the Nasdaq National Market on the date of the grant. The 500,000
Shares shall vest and be exercisable as follows: 1) a total of 100,000 Shares
shall be fully vested as of the commencement of Employee's employment (the
"Commencement Date"); 2) an additional 100,000 Shares shall vest on the first
anniversary of the Commencement Date (the "Cliff Vesting Shares"); and 3) the
remaining 300,000 Shares shall vest at the rate of 8,333 Shares at the end of
each month following the first anniversary of the Commencement Date. Vesting
will require Employee's continued employment with, or service as a consultant
to, the Company. The option will be an incentive stock option to the maximum
extent allowed by the Internal Revenue Code of 1986, as amended, and will be
subject to the terms of the Company's 1997 Stock Option Plan and the Stock
Option Agreement between Employee and the Company. Notwithstanding the
foregoing and subject to the provisions of Section 11 below, 50% of the then
unvested Shares shall become vested upon the closing of a Change of Control of
the Company and 1/12th of the remaining unvested Shares shall vest at the end of
each month following such closing. For purposes of this Agreement, "Change of
---------
Control" shall mean the occurrence of any of the following events: (i) the
- -------
closing of an acquisition of the Company by another entity by means of any
transaction or series of related transactions (including, without limitation,
any reorganization, merger or consolidation but excluding any merger effected
exclusively for the purpose of changing the domicile of the Company), or (ii)
the closing of a sale of all or substantially all of the assets of the Company
(collectively, an "Acquisition"), so long as in either case the Company's
-----------
stockholders of record immediately prior to such Acquisition will, immediately
after such Acquisition, hold less than 50% of the voting power of the surviving
or acquiring entity.
(c) Bonuses. During each year of the Original Term, Employee shall
-------
be paid bonus payments in accordance with the Company's typical bonus payment
policies in amounts
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<PAGE>
aggregating not less than $150,000 per year (the "Annual Bonus"). In addition to
------------
the Annual Bonus, Employee will participate in and, to the extent earned or
otherwise payable thereunder, receive periodic incentive cash bonuses pursuant
to the incentive bonus programs currently maintained or hereafter established by
the Company for its executives generally or pursuant to one or more
substantially equivalent programs. Employee's entitlement to incentive bonuses
is discretionary and will be determined by the Board or its Compensation
Committee in good faith based upon the extent to which Employee's individual
performance objectives and the Company's profitability objectives and other
financial and nonfinancial objectives were achieved during the applicable bonus
period.
(d) Additional Benefits. Employee will be eligible to participate
-------------------
in the Company's employee benefit plans of general application, including
without limitation, the Company's 401(k) plan and those plans covering medical,
disability and life insurance in accordance with the rules established for
individual participation in any such plan and under applicable law to the extent
that such coverage does not duplicate benefits that Employee receives under
COBRA. Employee will be eligible for vacation and sick leave in accordance with
the policies in effect during the term of this Agreement and will receive such
other benefits as the Company generally provides to its other employees of
comparable position and experience. Employee will also be entitled to a $500 per
month car allowance, subject to applicable tax withholding, as well as a parking
space within reasonable proximity to the Company's San Francisco offices.
(d) Reimbursement of Expenses. Employee shall be authorized to
-------------------------
incur on behalf and for the benefit of, and shall be reimbursed by, the Company
for reasonable expenses, provided that such expenses are substantiated in
accordance with Company policies.
(e) Living and Commuting Expenses; Relocation Expenses. The Company
--------------------------------------------------
shall provide an appropriate apartment in San Francisco and shall reimburse
Employee his reasonable commuting expenses between Minneapolis-St. Paul and the
Company's headquarters for a period continuing for 12 months following the
effective date of this Agreement, provided, however, that in the event of a
Change of Control during such 12-month period, such housing accommodation and
travel expense reimbursement shall be continued for 12 months following the
Change of Control provided that the Employee remains employed by the Company.
The Company shall reimburse Employee his reasonable relocation expenses in
connection with moving his residence to the San Francisco Bay area.
5. Termination of Employment and Severance Benefits.
------------------------------------------------
(a) Termination of Employment. This Agreement may be terminated
-------------------------
during its Original Term (or any extension thereof) upon the occurrence of any
of the following events:
(i) The Company's determination in good faith that it is
terminating Employee for Cause (as defined in Section 7 below) ("Termination for
---------------
Cause");
- -----
(ii) The Company's determination that it is terminating Employee
without Cause, which determination may be made by the Company at any time at the
Company's
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<PAGE>
sole discretion, for any or no reason ("Termination Without Cause"). For
-------------------------
purposes of this Agreement, a Constructive Termination (as defined in Section 6
below) shall, at Employee's option, be treated as a Termination Without Cause;
(iii) The effective date of a written notice sent to the
Company from Employee stating that Employee is electing to terminate his or her
employment with the Company ("Voluntary Termination");
---------------------
(iv) The occurrence of a subsequent Change of Control within 12
months following a Change of Control (a "Second Change of Control"). For
------------------------
purposes of this Agreement, a Second Change of Control may, at Employee's
option, be treated as a Termination Without Cause;
(v) Following Employee's death or Disability (as defined in
Section 8 below); or
(vi) The occurrence of a material breach of this Agreement by
the Company that remains uncured thirty (30) days after the Company's receipt of
written notice of such breach. In such event, Employee's sole remedy shall be to
treat such breach as a Termination Without Cause under this Agreement.
(b) Severance Benefits; Consulting Arrangement. Employee shall be
------------------------------------------
entitled to receive severance and other benefits upon termination of employment
only as set forth in this Section 5(b):
(i) Termination Without Cause. If Employee's employment is
-------------------------
terminated under Section 5(a)(ii), 5(a)(iv) or 5(a)(vi) above before the end of
the Original Term, the Company agrees to retain Employee as a consultant to
perform such services (the "Consulting Services") for the Company as may be
reasonably requested from time to time by the CEO of the Company (the
"Consulting Arrangement"). The term of the Consulting Arrangement shall commence
on the effective date of termination and expire on the earlier of (i) the end of
the Original Term or (ii) the first anniversary of the closing of a Change of
Control. Employee's stock options shall continue to vest during the term of the
Consulting Arrangement as described in Section 4(b) above. As consideration for
Employee's services under the Consulting Arrangement, the Company shall continue
to pay to Employee an amount equal to Employee's monthly salary as set forth in
Section 4(a) and the Annual Bonus, in accordance with the Company's normal
employee payroll practices and typical bonus payment policies, during the term
of the Consulting Arrangement. If Employee accepts employment as a salaried
employee or consultant to another person, company or entity during the term of
the Consulting Arrangement, then the Company's obligation to pay the salary and
the Annual Bonus shall be reduced by the amount of any salary or other
compensation received by Employee from such employment, provided, however, that
Employee may elect within 30 days of the commencement of the Consulting
Arrangement to receive a lump sum payment equal to 50% of the salary and the
minimum Annual Bonus that would otherwise be payable during the term of the
Consulting Arrangement ("the Fixed Payment") in lieu of receiving the salary and
Annual Bonus over the term of the Consulting Arrangement. In the event that
Employee elects to receive the Fixed Payment, the Company shall
-4-
<PAGE>
have no further obligation to pay Employee the salary or the Annual Bonus. If
Employee accepts employment as a salaried employee or consultant to another
person, company or entity during the term of the Consulting Agreement, then
Company shall make all reasonable efforts to minimize its need for his services
as consultant and shall make reasonable efforts not to interfere with any other
employment of Employee. Health insurance benefits with the same coverage
provided to Employee prior to the termination and in all other respects
significantly comparable to those in place immediately prior to the termination
will be provided at the Company's expense during the term of the Consulting
Arrangement. The Company shall also reimburse Employee for reasonable expenses
incurred in connection with his services under the Consulting Arrangement.
(ii) Voluntary Termination; Termination for Cause. If Employee's
--------------------------------------------
employment is terminated by Voluntary Termination or Termination for Cause, then
Employee shall not be entitled to receive payment of any severance benefits or
payments for consulting services. Employee will receive payment(s) for all
salary and unpaid vacation accrued as of the date of Employee's termination of
employment, and Employee's benefits will be continued under the Company's then
existing benefit plans and policies in accordance with such plans and policies
in effect on the date of termination and in accordance with applicable law.
(iii) Termination by Reason of Death or Disability. In the
--------------------------------------------
event that Employee's employment with the Company terminates as a result of
Employee's death or Disability (as defined in Section 8 below), Employee or
Employee's estate or representative will receive all salary and unpaid vacation
accrued as of the date of Employee's death or Disability and any other benefits
payable under the Company's then existing benefit plans and policies in
accordance with such plans and policies in effect on the date of death or
Disability and in accordance with applicable law. In addition, Employee's estate
or representative will receive the amount of Employee's Annual Bonus for the
fiscal year in which the death or Disability occurs to the extent that the bonus
has been earned as of the date of Employee's death or Disability, as determined
by the Board of Directors or its Compensation Committee based on the specific
corporate and individual performance targets established for such fiscal year.
Should Employee die before the first anniversary of the Commencement Date, an
additional number of Shares equal to the product of 1/12 of the 100,000 Cliff
Vesting Shares times the number of months of Employee's employment prior to the
date of his death shall become immediately vested and exercisable by his estate
or beneficiary.
6. Definition of Constructive Termination. For purposes of this
---------------------------------------
Agreement, a "Constructive Termination" shall be deemed to occur if (A) there is
------------------------
a change in Employee's position with the Company, including his service as a
director, causing such position to be of materially reduced stature or
responsibility, provided however that if such change occurs following a Change
of Control of the Company, and if after the change Employee is reporting to the
Chief Executive Officer of the successor company, Employee shall not be entitled
to treat such change as a Constructive Termination under this paragraph and (B)
within the 45-day period immediately following the change in Employee's position
Employee elects to voluntarily terminate his employment with the Company.
7. Definition of Cause. For purposes of this Agreement, "Cause" for
------------------- -----
Employee's termination will exist at any time after the happening of one or more
of the following events:
-5-
<PAGE>
(a) Employee's willful misconduct or gross negligence in performance
of his duties hereunder, including Employee's refusal to comply in any material
respect with the legal directives of the Company's Board of Directors so long as
such directives are not inconsistent with the Employee's position and duties,
and such refusal to comply is not remedied within 10 working days after written
notice from the Board of Directors, which written notice shall state that
failure to remedy such conduct may result in Termination for Cause;
(b) Dishonest or fraudulent conduct, a deliberate attempt to do an
injury to the Company, or conviction of a felony; or
(c) Employee's incurable material breach of any element of the
Company's Confidential Information and Invention Assignment Agreement, including
without limitation, Employee's theft or other misappropriation of the Company's
proprietary information.
8. Definition of Disability. For purposes of this Agreement, "Disability"
------------------------ ----------
shall mean that Employee has been unable to perform his or her duties hereunder
as the result of his or her incapacity due to physical or mental illness, and
such inability, which continues after its commencement for at least 120
consecutive calendar days or 150 calendar days during any consecutive twelve-
month period, is determined to be total and permanent by a physician jointly
selected by the Company or its insurers and Employee or to Employee's legal
representative (with such agreement on acceptability not to be unreasonably
withheld).
9. Confidentiality Agreement. Employee shall sign, or has signed, a
-------------------------
Confidential Information and Invention Assignment Agreement (the
"Confidentiality Agreement") substantially in the form attached hereto as
- --------------------------
Exhibit A. Employee hereby represents and warrants to the Company that he has
- ---------
complied with all obligations under the Confidentiality Agreement and agrees to
continue to abide by the terms of the Confidentiality Agreement and further
agrees that the provisions of the Confidentiality Agreement shall survive any
termination of this Agreement or of Employee's employment or consulting
relationship with the Company.
10. Noncompetition Covenant. Employee hereby agrees that he shall no do
-----------------------
any of the following without the prior written consent of the Company's Board of
Directors:
(a) Compete. During the term of his employment pursuant to this
-------
Agreement and the term of his Consulting Arrangement, if any, carry on any
business or activity (whether directly or indirectly, as a partner, stockholder,
principal, agent, director, affiliate, employee or consultant) which is
competitive with the business conducted by the Company (as conducted now or
during the term of Employee's employment), nor, engage in any other activities
that conflict with Employee's obligations to the Company;
(b) Solicit Business. During the term of his employment pursuant to
----------------
this Agreement and the term of his Consulting Arrangement, if any, and for a
period of 12 months thereafter, solicit or influence or attempt to influence any
customer, client or other person either directly or indirectly, to direct his or
its purchase of the Company's products and/or services to any person, firm,
corporation, institution or other entity in competition with the business of the
Company; or
-6-
<PAGE>
(c) Solicit Personnel. During the term of his employment pursuant
-----------------
to this Agreement and the term of his Consulting Arrangement, if any, and for a
period of 12 months thereafter, solicit or influence or attempt to influence any
person employed by the Company to terminate or otherwise cease his or her
employment with the Company or become an employee of any competitor of the
Company.
11. Limitation on Stock Option Acceleration Benefits and Payments. In the
-------------------------------------------------------------
event that any stock option acceleration benefits or payments or other benefits
provided for Employee in this Agreement (i) constitute "parachute payments"
within the meaning of Section 280G of the Internal Revenue Code of 1986, as
amended (the "Code") and (ii) but for this Section 11, would be subject to the
----
excise tax imposed by Section 4999 of the Code, then such benefits and/or
payments shall be payable either:
(a) in full, or
(b) as to such lesser amount which would result in no portion of
such benefits and/or payments being subject to excise tax under Section 4999 of
the Code, whichever of the foregoing amounts, taking into account the applicable
federal, state and local income taxes and the excise tax imposed by Section
4999, results in the receipt by Employee on an after-tax basis, of the greatest
amount of benefits and/or payments under the applicable sections of this
Agreement, notwithstanding that all or some portion of such benefits and/or
payments may be taxable under Section 4999 of the Code. Unless the Company or
Employee otherwise agree in writing, any determination required under this
Section 11 shall be made in writing by independent public accountants appointed
by Employee and reasonably acceptable to the Company (the "Accountants"), whose
-----------
determination shall be conclusive and binding upon Employee and the Company for
all purposes. For purposes of making the calculations required by this Section
11, the Accountants may make reasonable assumptions and approximations
concerning applicable taxes and may rely on reasonable, good faith
interpretations concerning the application of Sections 280G and 4999 of the
Code. The Company and Employee shall furnish to the Accountants such
information and documents as the Accountants may reasonably request in order to
make a determination under this Section 11. The Company shall bear all costs
the Accountants may reasonably incur in connection with any calculations
contemplated by this Section 11.
12. Conflicts. Each party represents that his or its performance of all
---------
the terms of this Agreement will not breach any other agreement to which he/it
is a party. Each party has not, and will not during the term of this Agreement,
enter into any oral or written agreement in conflict with any of the provisions
of this Agreement.
13. Successors. Any successor to the Company (whether direct or indirect
----------
and whether by purchase, lease, merger, consolidation, liquidation or otherwise)
to all or substantially all of the Company's business and/or assets shall assume
the obligations under this Agreement and agrees expressly to perform the
obligations under this Agreement in the same manner and to the same extent as
the Company would be required to perform such obligations in the absence of a
succession. The terms of this Agreement and all of Employee's rights hereunder
shall inure to the
-7-
<PAGE>
benefit of, and be enforceable by, Employee's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees.
14. Miscellaneous Provisions.
------------------------
(a) No Duty to Mitigate. Employee shall not be required to mitigate
-------------------
the amount of any payment contemplated by this Agreement (whether by seeking new
employment or in any other manner), nor, except as otherwise provided in this
Agreement, shall any such payment be reduced by any earnings that Employee may
receive from any other source.
(b) Amendments and Waivers. Any term of this Agreement may be amended
----------------------
or waived only with the written consent of the parties.
(c) Sole Agreement. This Agreement, including any Exhibits hereto,
--------------
constitutes the sole agreement of the parties and supersedes all oral
negotiations and prior writings with respect to the subject matter hereof.
(d) Notices. Any notice required or permitted by this Agreement shall
-------
be in writing and shall be deemed sufficient upon receipt, when delivered
personally or by a nationally-recognized delivery service (such as Federal
Express or UPS), or 48 hours after being deposited in the U.S. mail as certified
or registered mail with postage prepaid, if such notice is addressed to the
party to be notified at such party's address as set forth below or as
subsequently modified by written notice.
(e) Choice of Law. The validity, interpretation, construction and
-------------
performance of this Agreement shall be governed by the laws of the State of
California, without giving effect to the principles of conflict of laws.
(f) Severability. If one or more provisions of this Agreement are
------------
held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith. In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance with its terms.
(g) Counterparts. This Agreement may be executed in counterparts,
------------
each of which shall be deemed an original, but all of which together will
constitute one and the same instrument.
(h) Arbitration. Any dispute or claim arising out of or in connection
-----------
with this Agreement will be finally settled by binding arbitration in a neutral
location to be mutually agreed by the parties. In the event that the parties
cannot agree upon a suitable neutral location, the arbitration hearing shall be
held in Chicago, Illinois. Such arbitration shall be conducted in accordance
with the rules of the American Arbitration Association by one arbitrator
appointed in accordance with said rules who is mutually agreeable to the
parties. The arbitrator shall apply California law, without reference to rules
of conflicts of law or rules of statutory arbitration, to
-8-
<PAGE>
the resolution of any dispute. Judgment on the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof. Notwithstanding the
foregoing, the parties may apply to any court of competent jurisdiction for
preliminary or interim equitable relief, or to compel arbitration in accordance
with this paragraph, without breach of this arbitration provision. This Section
14(h) shall not apply to the Confidentiality Agreement.
(i) Advice of Counsel. EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES
-----------------
THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK
THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE
TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED
AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.
[Signature Page Follows]
-9-
<PAGE>
The parties have executed this Agreement the date first written above.
PREVIEW TRAVEL, INC.
By:
-------------------------------------
Title:
---------------------------------
Address: 747 Front Street
San Francisco, CA 94111
Christopher E. Clouser
Signature:
-----------------------------
Address:
-------------------------------
-------------------------------
-10-
<PAGE>
EXHIBIT A
---------
PREVIEW TRAVEL, INC.
EMPLOYEE PROPRIETARY INFORMATION AGREEMENT
This Employee Proprietary Information Agreement (the "Agreement") is made
and entered into as of the 27th day of July, 1999, by and between Preview
Travel, Inc., a Delaware corporation having its principal place of business at
747 Front Street, San Francisco, California 94111 (the "Company"), and
Christopher E. Clouser ("Employee").
Now, therefore, in consideration and as a condition of Employee's
employment or continued employment by the Company and the compensation paid
therefor, it is agreed as follows:
I. CONFIDENTIALITY
Employee agrees to keep confidential, except as the Company may
otherwise consent in writing, and not to disclose, or make any use of
except for the benefit of the Company, at any time either during or
subsequent to his or her employment, any trade secrets or confidential
information, knowledge or data of the Company, including, but not
limited to, that which relates to the Company or the Company's
products, software, research, services, development, Assignable
Inventions (as hereafter defined), processes, know-how, designs,
formulas, test data, purchasing, accounting, customer lists, business
plans, marketing plans and strategies, pricing strategies or other
subject matter pertaining to any business of the Company or any of its
clients, customers, consultants, licensees, or affiliates, that
Employee may produce, obtain or otherwise acquire during the course of
his or her employment. Employee further agrees not to deliver,
reproduce or in any way allow any confidential information to be
delivered to or used by any third parties without specific direction or
consent of a duly authorized representative of the Company.
-11-
<PAGE>
PREVIEW TRAVEL, INC.
EMPLOYEE PROPRIETARY INFORMATION AGREEMENT
II. CONFLICTING EMPLOYMENT - RETURN OF CONFIDENTIAL MATERIAL
Employee agrees that, during his or her employment with the Company,
Employee will not engage in any other employment, occupation, consulting
or other activity relating to the business in which the Company is now or
may hereafter become engaged, or that would otherwise conflict with his
or her obligations to the Company. In the event of his or her
termination of employment with the Company for any reason whatsoever,
Employee agrees promptly to surrender and deliver to the Company all
records, materials, equipment, drawings, documents and data of any nature
pertaining to any confidential information or to his or her employment,
and Employee will not take with him or her any confidential information
that Employee may produce or obtain access to during the course of his or
her employment. In the event of the termination of his or her
employment, Employee agrees to sign and deliver the "Termination
Certification" attached hereto as Exhibit A. Employee agrees that during
the period of his or her employment with the Company, and for two (2)
years after the date of termination of his or her employment with the
Company he or she will not (i) induce any employee of the Company to
leave the employ of the Company or (ii) solicit the business of any
client or customer of the Company (other than on behalf of the Company).
III. ASSIGNMENT OF INVENTIONS
Employee hereby assigns and transfers to the Company his or her entire
right, title and interest in and to all inventions, ideas, improvements,
designs and discoveries (the "Inventions"), whether or not patentable and
whether or not reduced to practice, made or conceived by Employee
(whether made solely by Employee or jointly with others)
-12-
<PAGE>
during the period of his or her employment with the Company that (i)
relate in any manner to the actual or demonstrably anticipated business,
work, or research and development of the Company or its subsidiaries,
(ii) are developed in whole or in part or in part on the Company's time
or using the Company's equipment, supplies, facilities or confidential
information, or (iii) result from or are suggested by any task assigned
to Employee or any work performed by Employee for or on behalf of the
Company or its subsidiaries. In the event that Employee believes that he
or she is entitled to ownership of an invention pursuant to Section IV
hereof, he or she shall notify the Company of such belief on the
"Invention Notification" attached hereto as Exhibit B. If the Company
agrees that Employee is entitled to such ownership, the President of the
Company shall sign the Invention Notification in the space provided.
PREVIEW TRAVEL, INC.
EMPLOYEE PROPRIETARY INFORMATION AGREEMENT
Except in such cases as the President of the Company signs the Invention
Notification as provided above, Employee agrees that all inventions are
the sole property of the Company; provided, however, that this Agreement
does not require assignment of an invention that qualifies fully for
protection under Section 2870 of the California Labor Code (hereinafter
"Section 2870"), which provides as follows:
(a) Any provision in an employment agreement which provides that an
employee shall assign, or offer to assign, any of his or her
rights in an invention to his or her employer shall not apply to
an invention that the employee developed entirely on his or her
own time without using the employer's equipment, supplies,
facilities, or trade secret information except for those
inventions that either:
(1) Relate at the time of conception or reduction to practice of
the invention to the employer's business, or actual or
demonstrably anticipated research or development of the
employer; or
(2) Result from any work performed by the employee for the
employer.
-13-
<PAGE>
(b) To the extent a provision in an employment agreement purports
to require an employee to assign an invention otherwise excluded
from being required to be assigned under subdivision (a), the
provision is against the public policy of this state and is
unenforceable.
PREVIEW TRAVEL, INC.
EMPLOYEE PROPRIETARY INFORMATION AGREEMENT
IV. DISCLOSURE OF INVENTIONS - PATENTS
Employee agrees that in connection with any invention:
(a) Employee shall promptly disclose such invention in writing to his
or her immediate supervisor at the Company on the Invention
Notification, attached hereto as Exhibit B (which shall be
received in confidence by the Company), with a copy to the
President, regardless of whether Employee believes the invention
is protected by Section 2870, in order to permit the Company to
claim rights to which it may be entitled under this Agreement .
(b) Employee shall, at the Company's request, promptly execute a
written assignment of title to the Company for any invention
required to be assigned by paragraph III ("Assignable Invention"),
and Employee will preserve any such Assignable Invention as
confidential information of the Company; and
-14-
<PAGE>
(c) Upon request, Employee agrees to assist the Company or its nominee
(at the Company's expense) during and at any time subsequent to
his or her employment in every reasonable way to obtain for the
Company's own benefit patents, copyrights and other intellectual
property rights for such Assignable Inventions in any and all
countries, which Assignable Inventions shall be and remain the
sole and exclusive property of the Company or its nominee whether
or not patented or copyrighted.
V. EXECUTION OF DOCUMENTS
In connection with paragraph IV (c), Employee further agrees to execute,
acknowledge and deliver to the Company or its nominee upon request and at
the Company's expense all such documents, including applications for
patents, copyrights and other intellectual property rights (and
registrations thereof) and assignments of inventions, patents, copyrights
and other intellectual property rights with respect thereto, as the
Company may determine necessary or desirable to apply for and obtain
patents, copyrights and other intellectual property rights on such
Assignable Inventions in any and all countries and/or to protect the
interest of the Company or its nominee in such inventions, patents,
copyrights and other intellectual property rights and to vest title
thereto in the Company or its nominee.
PREVIEW TRAVEL, INC.
EMPLOYEE PROPRIETARY INFORMATION AGREEMENT
VI. MAINTENANCE OF RECORDS
Employee agrees to keep and maintain adequate and current written
records of all inventions made by Employee (in the form of notes,
sketches, drawings and as may be specified by the Company), which
records shall be available to, and in the case of Assignable Inventions
remain the sole property of, the Company at all times.
VII. PRIOR INVENTIONS
It is understood that all inventions, if any, patented or unpatented,
that Employee made prior to his or her employment by the Company (the
"Prior Inventions") are excluded from the scope of this Agreement. To
preclude any possible uncertainty,
-15-
<PAGE>
Employee has set forth on Exhibit C attached hereto a complete list of
all of his or her Prior Inventions, including numbers of all patents and
patent applications, and a brief description of all unpatented inventions
that are not the property of a previous employer. Employee represents and
covenants that the list is complete and that, if no items are on the
list, Employee has no Prior Inventions. Employee agrees to notify the
Company in writing before Employee makes any disclosure or performs any
work on behalf of the Company that appears to threaten or conflict with
proprietary rights Employee claims in any invention or idea. In the event
of Employee's failure to give such notice, Employee agrees that Employee
will make no claim against the Company with respect to any such invention
or idea.
VIII. OTHER OBLIGATIONS
Employee acknowledges that the Company, from time to time, may have
agreements with other persons or with the U.S. Government, or agencies
thereof, that impose obligations or restrictions on the Company regarding
inventions made during the course of work thereunder or regarding the
confidential nature of such work. Employee agrees to be bound by all
such obligations and restrictions and to take all action necessary to
discharge the obligations of the Company thereunder.
PREVIEW TRAVEL, INC.
EMPLOYEE PROPRIETARY INFORMATION AGREEMENT
IX. TRADE SECRETS OF OTHERS
Employee represents that his or her performance of all the terms of this
Agreement and as an employee of the Company does not and will not breach
any agreement to keep in confidence or proprietary information,
knowledge, or data acquired by Employee in confidence or in trust prior
to his or her employment with the Company, and Employee will not
disclose to the Company, or induce the Company to use, any confidential
or proprietary information or material belonging to any previous
employer
-16-
<PAGE>
or others. Employee agrees not to enter into any agreement either
written or oral in conflict herewith. Employee agrees to indemnify and
hold harmless the Company with respect to any claim or loss attributable
to any violation by such Employee of any provision of this Section IX.
X. MODIFICATION
This Agreement may not be changed, modified, released, discharged,
abandoned, or otherwise amended, in whole or in part, except by an
instrument in writing, signed by Employee and the Company. Employee
agrees that any subsequent change or changes in his or her duties,
salary or compensation shall not affect the validity or scope of this
Agreement.
XI. ENTIRE AGREEMENT
Employee acknowledges receipt of this Agreement, and agrees that, with
respect to the subject matter thereof, it is his or her entire agreement
with the Company, superseding any previous oral or written
communications, representations, understandings, or agreements with the
Company or any officer or representative thereof; provided, however,
that this Agreement will not be deemed to release Employee from the
provisions of any prior written agreement between Employee and the
Company pursuant to which Employee entered into covenants not to compete
with the Company.
XII. AUTHORITY TO ENTER AGREEMENT
Employee warrants and represents that Employee has the continuing right,
power and authority to enter into and perform this Agreement in
accordance with its terms, without violating any other agreement,
obligation or undertaking.
PREVIEW TRAVEL, INC.
EMPLOYEE PROPRIETARY INFORMATION AGREEMENT
XIII. SEVERABILITY
In the event that any paragraph or provision of this Agreement shall be
held to be illegal or unenforceable, such paragraph or provision shall
be severed from this
-17-
<PAGE>
Agreement and the entire Agreement shall not fail on account thereof,
but shall otherwise remain in full force and effect.
XIV. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon Employee's heirs, executors,
administrators or other legal representatives and is for the benefit of
the Company, its successors and assigns.
XV. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the State of California, without reference to conflicts of law
principles.
XVI. COUNTERPARTS
This Agreement may be signed in two counterparts, each of which shall be
deemed an original and both of which shall together constitute one
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
EMPLOYEE PREVIEW TRAVEL
By: By:
----------------------------- ----------------------------
(Signature) (Signature)
Name: Christopher E. Clouser Name: Alexis E. Macking
---------------------- -----------------
(Printed) (Printed)
Title: Human Resources Manager
-----------------------
(Printed)
PREVIEW TRAVEL, INC.
EMPLOYEE PROPRIETARY INFORMATION AGREEMENT
EXHIBIT A
-18-
<PAGE>
EXHIBIT A
TERMINATION CERTIFICATION
This is to certify that I do not have in my possession, nor have I failed
to return, any records, documents, data, specifications, drawings, blueprints,
reproductions, sketches, notes, reports, proposals, or copies of them, or other
documents or materials, equipment or other property belonging to Preview Travel,
Inc., its successors or assigns (the "Company").
I further certify that I have complied with and will continue to comply
with all the terms of the Employee Proprietary Information Agreement (the
"Agreement") signed by me with the Company, including the reporting of any
inventions (as defined in the Agreement) conceived or made by me covered by the
Agreement.
I further agree that in compliance with the Agreement, I will preserve as
confidential any and all confidential information (as defined in the Agreement).
DATE:
-------------------
- --------------------------------------
Employee Signature
- --------------------------------------
Employee Name (Please Print)
PREVIEW TRAVEL, INC.
-19-
<PAGE>
EMPLOYEE PROPRIETARY INFORMATION AGREEMENT
EXHIBIT B
INVENTION NOTIFICATION
This is to notify you that the undersigned has made or conceived an
Invention (as defined in the Employee Proprietary Information Agreement between
Preview Travel, Inc. (the "Company") and the undersigned (the "Agreement")). A
brief description of the Invention is attached.
[] If I believe that I am entitled to ownership of the Invention or any
part thereof, I have checked the box at the beginning of this
paragraph and have attached a brief description of the development
of the Invention, specifically including information with respect to
whether and to what extent the Invention
(i) relates in any manner to the demonstrably anticipated business, work
or research and development of the Company and its subsidiaries,
(ii) was developed in whole or in part on the Company's time or using the
Company's equipment, supplies, facilities or confidential
information (as de fined in the Agreement), or
(iii) results from or was suggested by any task assigned to me or work
performed by me for or on behalf of the Company or its subsidiaries.
I understand that, if the President of the Company counter-signs this
letter to indicate his agreement that the Company does not own the Invention, he
does so on the basis of, and conditioned upon the accuracy and completeness of,
both the above-mentioned brief description of the Invention and the above-
mentioned brief description of the development of the Invention.
DATE:
---------------------- ------------------------------------
Employee Signature
------------------------------------
Employee Name (Please Print)
By my signature, I agree on behalf of the Company that, subject to the
conditions described above, the Company does not claim ownership of the
Invention to which this Invention Notification relates.
SIGN ONLY IF THE COMPANY DOES NOT
---- --------
CLAIM OWNERSHIP OF THE INVENTION
DATE:
----------------------
President - Preview Travel, Inc.
-20-
<PAGE>
*Valid only if signed by the President of the Company
PREVIEW TRAVEL, INC.
EMPLOYEE PROPRIETARY INFORMATION AGREEMENT
EXHIBIT C
LIST OF PRIOR INVENTIONS
-21-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BALANCE
SHEET AT SEPTEMBER 30, 1999 AND STATEMENT OF OPERATIONS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 422
<SECURITIES> 23,331
<RECEIVABLES> 7,701
<ALLOWANCES> (234)
<INVENTORY> 0
<CURRENT-ASSETS> 34,743
<PP&E> 9,110
<DEPRECIATION> (4,021)
<TOTAL-ASSETS> 54,665
<CURRENT-LIABILITIES> 12,242
<BONDS> 0
0
0
<COMMON> 14
<OTHER-SE> 41,151
<TOTAL-LIABILITY-AND-EQUITY> 54,665
<SALES> 21,901
<TOTAL-REVENUES> 21,901
<CGS> 7,594
<TOTAL-COSTS> 40,445
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,897
<INCOME-PRETAX> (24,241)
<INCOME-TAX> (71)
<INCOME-CONTINUING> (24,312)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (24,312)
<EPS-BASIC> (1.76)
<EPS-DILUTED> (1.76)
</TABLE>
