<PAGE>
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 June 30, 1999 Commission file number 000-23177
============================================================================
PREVIEW TRAVEL, INC.
Delaware 94-2965892
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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 June 30, 1999, there were 13,822,121 shares of the registrant's Common
Stock outstanding.
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<TABLE>
<CAPTION>
INDEX
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Page
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<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Condensed consolidated balance sheets at June 30, 1999
and December 31, 1998 3
Condensed consolidated statements of operations for the three and
six months ended June 30, 1999 and 1998 4
Condensed consolidated statements of cash flows for the six
months ended June 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. 30
Item 2. Changes in Securities and Use of Proceeds. 30
Item 3. Defaults Upon Senior Securities. 30
Item 4. Submission of Matters to a Vote of Security Holders. 30
Item 5. Other Information. 30
Item 6. Exhibits and Reports on Form 8-K. 30
SIGNATURES 31
</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>
June 30, December 31,
1999 1998
---- ----
(unaudited)
ASSETS
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 8,524 $ 20,363
Marketable securities 31,550 26,501
Accounts receivable, net 4,158 2,423
Other assets 3,308 2,722
Net assets of discontinued operations 16 419
--------------------- ---------------------
Total current assets 47,556 52,428
Marketable securities noncurrent 8,586 14,661
Property & equipment, net 5,129 4,124
Other assets 730 955
--------------------- ---------------------
Total assets $ 62,001 $ 72,168
===================== =====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 2,965 $ 1,809
Accrued liabilities 4,604 4,038
Current portion of capital lease and other obligations 1,367 1,379
--------------------- ---------------------
Total current liabilities 8,936 7,226
Capital lease obligations, less current portion 1,311 1,641
Accrued liabilities, noncurrent 280 614
--------------------- ---------------------
Total liabilities 10,527 9,481
--------------------- ---------------------
Stockholders' equity
Common stock 14 14
Additional paid-in capital 119,095 115,774
Other stockholders' equity (1,973) (357)
Accumulated deficit (65,662) (52,744)
--------------------- ---------------------
Total stockholders' equity 51,474 62,687
--------------------- ---------------------
Total liabilities and stockholders' equity $ 62,001 $ 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 Six Months Ended
June 30, June 30,
--------------------- ----------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Transaction revenue $ 4,847 $ 2,597 $ 8,683 $ 4,645
Advertising revenue 2,408 550 4,179 834
--------- -------- --------- ---------
Total revenues 7,255 3,147 12,862 5,479
Cost of revenues 2,377 1,446 4,482 2,647
--------- -------- --------- ---------
Gross profit 4,878 1,701 8,380 2,832
Operating expenses:
Marketing and sales 9,235 4,701 16,114 8,681
Technology operations and development 1,275 844 2,384 1,582
General and administrative 1,904 1,337 3,408 2,519
Stock based compensation expense 501 36 691 72
--------- -------- --------- ---------
Total operating expenses 12,915 6,918 22,597 12,854
Loss from continuing operations
before interest and income tax
expense (8,037) (5,217) (14,217) (10,022)
Interest income (expense), net 639 647 1,347 925
--------- -------- --------- ---------
Loss from continuing operations
before income tax expense (7,398) (4,570) (12,870) (9,097)
Income tax expense (16) (14) (48) (21)
--------- -------- --------- ---------
Loss from continuing operations (7,414) (4,584) (12,918) (9,118)
Discontinued operations:
Loss from discontinued operations - (381) - (535)
--------- -------- --------- ---------
Net loss $ (7,414) $ (4,965) $ (12,918) $ (9,653)
========= ======== ========= =========
Basic and diluted net loss per share $ (0.54) $ (0.39) $ (0.94) $ (0.80)
========= ======== ========= =========
Weighted average shares outstanding used
in per share calculation 13,818 12,742 13,780 12,047
========= ======== ========= =========
Supplemental Information
Gross bookings $ 89,998 $ 49,512 $ 166,699 $ 85,402
========= ======== ========= =========
</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)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1999 1998
---- ----
<S> <C> <C>
Cash flow from operating activities:
Net loss $ (12,918) $ (9,653)
Adjustments to reconcile net loss to net cash used in operating
activities:
Loss from discontinued operations - 535
Depreciation and amortization 1,006 589
Stock based compensation 691 72
Changes in operating assets and liabilities 8 (49)
------------------ ------------------
Net cash used in continuing activities (11,213) (8,506)
Net cash used in discontinued operations - (793)
------------------ ------------------
Net cash used in operating activities (11,213) (9,299)
------------------ ------------------
Cash flows from investing activities:
Acquisition of property and equipment (1,931) (993)
Net sales proceeds and purchases of marketable securities 1,026 (29,739)
------------------ ------------------
Net cash used in investing activities (905) (30,732)
------------------ ------------------
Cash flows from financing activities:
Payments under capital leases and other obligations (735) (561)
Proceeds from repayment of stockholder notes - 88
Proceeds from issuance of common stock, net 1,014 52,596
------------------ ------------------
Net cash provided by financing activities 279 52,123
------------------ ------------------
Net (decrease) increase in cash (11,839) 12,092
Cash and cash equivalents, beginning of period 20,363 27,912
------------------ ------------------
Cash and cash equivalents, end of period $ 8,524 $ 40,004
================== ==================
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements
5
<PAGE>
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 one certain criteria are met. The Company is required to adopt SOP 98-1
as of January 1, 1999. Management does not believe that adoption of this SOP
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 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 does not 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 to reduce the minimum payments over the term of the agreement by $500,000.
In connection with those services, the Company has made aggregate payments to
AOL and Excite totaling $16.8 million as of June 30, 1999, and is obligated to
make additional aggregate payments to AOL and Excite totaling $4.2 million for
the remaining six months of 1999, $12.4 million in 2000 and 2001 and $9.7
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.
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 $2.8 million
has been paid as of June 30, 1999. The Company is also obligated to pay a
portion of commissions earned in excess of certain thresholds stated within the
agreement.
6
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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 $1.7 million has been
paid as of June 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 Six Months Ended
June 30, June 30,
--------------------- ---------------------
1999 1998 1999 1998
-------- ------- -------- -------
<S> <C> <C> <C> <C>
Numerator Basic and diluted EPS
Net loss $ (7,414) $ (4,965) $ (12,918) $ (9,653)
========= ======== ========= ========
Denominator Basic and diluted EPS
Weighted average common stock outstanding 13,818 12,742 13,780 12,047
========= ======== ========= ========
Basic and diluted earnings per share $ (0.54) $ (0.39) $ (0.94) $ (0.80)
========= ======== ========= ========
</TABLE>
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" 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 1,600 packages to
over 179 destinations.
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 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
8
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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 $90.0 million in the second quarter of 1999, which resulted in
revenues, including advertising revenue, of approximately $424,000 and $7.3
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 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 32%, of total revenues for 1996, 1997
and 1998, and the six months ended June 30, 1999, respectively. The Company
currently expects that future growth, if any, of advertising revenue may
9
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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 35%, 28%, 33% and 33% of the Company's gross
bookings for the three months ended September 30, 1998, December 31, 1998, March
31, 1999 and June 30, 1999 respectively. Travel services sold through Excite
accounted for 15%, 16%, 13% and 12% of the Company's gross bookings for the
three months ended September 30, 1998, December 31, 1998, March 31, 1999 and
June 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 $55.5 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 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. 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 addition, the Company expects to
add a second reservations call center during the third quarter of 1999 that 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."
10
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Anticipated Losses. The Company has incurred significant operating losses and,
as of June 30, 1999, had an accumulated deficit of $65.7 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 are expected to increase
substantially 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 Six Months Ended
June 30, June 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Transaction revenue 66.8% 82.5% 67.5% 84.8%
Advertising revenue 33.2% 17.5% 32.5% 15.2%
------------- ------------- -------------- -------------
Total revenues 100.0% 100.0% 100.0% 100.0%
Cost of revenues 32.8% 46.0% 34.8% 48.3%
------------- ------------- -------------- -------------
Gross profit 67.2% 54.0% 65.2% 51.7%
Operating expenses:
Marketing and sales 127.3% 149.4% 125.3% 158.4%
Technology operations and development 17.6% 26.8% 18.6% 28.9%
General and administrative 26.2% 42.5% 26.4% 46.0%
Stock based compensation expense 6.9% 1.1% 5.4% 1.3%
------------- ------------- -------------- -------------
Total operating expenses 178.0% 219.8% 175.7% 234.6%
Loss from continuing operations before
interest and income tax
Expense (110.8)% (165.8)% (110.5)% (182.9)%
Interest income (expense), net 8.8% 20.6% 10.5% 16.9%
------------- ------------- -------------- -------------
Loss from continuing operations
before income tax expense (102.0)% (145.2)% (100.0)% (166.0)%
Income tax expense (0.2)% (0.5)% (0.4)% (0.4)%
------------- ------------- -------------- -------------
Loss from continuing operations (102.2)% (145.7)% (100.4)% (166.4)%
Discontinued operations:
Loss from discontinued operations 0.0% (12.1)% 0.0% (9.8)%
------------- ------------- -------------- -------------
Net loss (102.2)% (157.8)% (100.4)% (176.2)%
============= ============= ============== =============
</TABLE>
12
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Comparison of Three Months and Six Months Ended June 30, 1999 and 1998
Revenues
<TABLE>
<CAPTION>
Transaction Revenue
($ in thousands) 1999 1998 Change %
---- ---- ------ --
<S> <C> <C> <C> <C>
Three-month period:
Transaction Revenue $4,847 $2,597 $2,250 87%
=========== ============ ============ =========
Six-month period:
Transaction Revenue $8,683 $4,645 $4,038 87%
=========== ============ ============ =========
</TABLE>
Transaction revenue for both the second quarter and the first six months of
1999 increased 87% compared with the corresponding periods of 1998. This
increase was primarily due to corresponding increases in the Company's gross
bookings and customer base. Gross bookings were $90.0 million and $166.7 million
for the second quarter and the first six months of 1999, respectively, which
represent increases of 82% and 95% compared with the corresponding periods of
1998. The increase in gross bookings was attributable to the expansion of the
Company's travel service offerings, strategic relationships, repeat purchases by
existing customers, and certain promotional offers. Visits to the Company's
online areas for the second quarter and the first six months of 1999 were 29.9
million and 59.0 million, respectively, which represent increases of 51% and 41%
when compared with the corresponding periods of 1998. In addition, in the
second quarter of 1999, the Company recognized additional segment fee revenue
retroactive to the beginning of the year relating to its new agreement with
Galileo, the Company's GDS supplier.
<TABLE>
<CAPTION>
Advertising Revenue
($ in thousands) 1999 1998 Change %
---- ---- ------ --
<S> <C> <C> <C> <C>
Three-month period:
Advertising Revenue $2,408 $ 550 $1,858 338%
=========== ============= ============ ==========
Six-month period:
Advertising Revenue $4,179 $ 834 $3,345 401%
=========== ============= ============ ==========
</TABLE>
Online advertising revenue substantially increased from the second quarter and
the first six months of 1999 when compared with the corresponding periods of
1998 primarily due to the number of advertisers on the Company's Web site and an
increase in the average revenue generated per advertiser. In addition, certain
marketing fees were earned and included in advertising revenue for the second
quarter and the first six months of 1999 that did not exist in the
corresponding periods of 1998.
<TABLE>
<CAPTION>
Cost of Revenues
($ in thousands) 1999 1998 Change %
---- ---- ------ --
<S> <C> <C> <C> <C>
Three-month period:
Cost of Revenues $2,377 $1,446 $ 931 64%
=========== ============ ============ =========
Six-month period:
Cost of Revenues $4,482 $2,647 $1,835 69%
=========== ============ ============ =========
</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. As a
percentage of revenue, cost
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of revenues decreased from 46.0% in the second quarter of 1998 to 32.8% in the
second quarter of 1999 and from 48.3% in the first six months of 1998 to 34.8%
in the first six months of 1999 primarily due to economies of scale resulting
from increased transaction volume. Cost of revenues in the second quarter of
1999 include a retroactive reduction to the beginning of the year in GDS
charges as a result of the Company's new agreement with Galileo. The Company's
average cost per transaction decreased from approximately $8.50 in the second
quarter of 1998 to approximately $7.30 in the second quarter of 1999.
<TABLE>
<CAPTION>
Operating Expenses
($ in thousands) 1999 1998 Change %
---- ---- ------ --
<S> <C> <C> <C> <C>
Three-month period:
Operating Expenses $12,915 $ 6,918 $5,997 87%
============ ============ ============= ============
Six-month period:
Operating Expenses $22,597 $12,854 $9,743 76%
============ ============ ============= ============
</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 $9.2 million and $16.1 million for the second quarter and first
six months of 1999, respectively, which represent increases of 96% and 86% when
compared to the corresponding periods in 1998. As a percentage of total
revenues, marketing and sales expenses decreased from 149% in the second quarter
of 1998 to 127% in the second quarter of 1999 and from 158% for the first six
months of 1998 to 125% in the first six months of 1999. The overall increase in
marketing and sales expenses was attributable primarily to expenses associated
with the hiring of additional personnel for development of online content,
expenditures related to the Company's agreements with AOL, Excite and others and
increased advertising expenditures. 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 $55.5 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 $1.3 million and $2.4 million for the second quarter and first six
months of 1999, respectively, which both represent an increase of 51% when
compared to the corresponding periods in 1998. As a percentage of total
revenues, technology operations and development expenses decreased from 27% in
the second quarter of 1998 to 18% in the second quarter of 1999 and from 29% in
the first six months of 1998 to 19% 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, facilities, director and officer
insurance, investor relations and other general corporate expenses. General and
administrative expenses were $1.9 million and $3.4 million for the second
quarter and first six months of 1999, respectively, which represent increases of
42% and 35% when compared to the corresponding periods in 1998. As a percentage
of total revenues, general and administrative expenses decreased from 42% in the
second quarter of 1998 to 26% in the second quarter of 1999 and from 46% in the
first six
14
<PAGE>
months of 1998 to 26% in the first six 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
second quarter of 1998 to $501,000 in the second quarter of 1999 and from
$72,000 in the first six months of 1998 to $691,000 in the first six 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.
Interest Income (Expense)
Interest income, net of interest expense, was approximately $639,000 and $1.3
million for the second quarter and first six months of 1999, respectively,
compared to net interest income of $647,000 and $925,000 for the corresponding
periods in 1998. The increase in net interest income was attributable primarily
to higher interest income earned on cash proceeds from the Company's secondary
offering in May, 1998. Interest expense is composed primarily of interest on
capital lease obligations.
Income Taxes
The provision for income taxes recorded in the second quarter and first six
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 six months of
1999.
Discontinued Operations.
Loss from discontinued operations include the results of the Company's
television operations prior to the TV Disposition on December 31, 1998. Loss
from discontinued operations for the second quarter and the six months ended in
1998 was $381,000 and $535,000, respectively. The loss for the second quarter of
1998 was comprised of television revenues of $1.7 million less cost of
television revenues of $1.4 million and operating expenses of $654,000. The
loss for the first six months of 1998 was comprised of television revenues of
$3.4 million less cost of television revenues of $2.6 million and operating
expenses of $1.3 million.
Liquidity and Capital Resources
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 six months of 1999 of $11.2
million was attributable primarily to a net loss of $12.9 million, offset by
depreciation and amortization of $1.0 million and stock based compensation of
$691,000. Cash used in operations for the first six months of 1998 of $9.3
million was attributable primarily to a net loss of $9.7 million offset by the
loss from discontinued operations and by depreciation and amortization.
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<PAGE>
Cash used in investing activities in the first six months of 1999 of $905,000
was attributable primarily to acquisitions of property and equipment of $1.9
million, offset by net sales proceeds and purchases of marketable securities of
$1.0 million. Cash used in investing activities in the first six months of 1998
of $30.7 million was comprised of net sales proceeds and purchases of marketable
securities of $29.7 million and acquisitions of property and equipment of $1.0
million.
Cash provided by financing activities in the first six months of 1999 of
$279,000 was attributable to net proceeds from issuance of common stock of $1.0
million offset by payments on obligations under capital leases of $735,000. Cash
provided by financing activities in the first six months of 1998 of $52.1
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 $561,000.
As of June 30, 1999, the Company had $48.7 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 $12.3 million had been paid as of June 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 $23.5 million, of which $4.5 million had been
paid as of June 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 $2.8 million had been paid as of June 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 receive significant revenues, if any, 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 June 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
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 utlitizing 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
undertaking Year 2000 assessment and testing and anticipates completing this
process by September 30, 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. The Company expects to spend up to $250,000 for
16
<PAGE>
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 has not yet developed a contingency
plan 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 one certain criteria are met. The Company is required to adopt SOP 98-1
as of January 1, 1999. Management does not believe that adoption of this SOP
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 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 is not expected 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:
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 $12.9 million in 1996, 1997, 1998 and the six months
ended June 30, 1999, respectively. As of June 30, 1999, the Company had an
accumulated deficit of approximately $65.7 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 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.
17
<PAGE>
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 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
18
<PAGE>
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 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.
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<PAGE>
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 $55.5 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 35%, 28%, 33% and 33% of the Company's
gross bookings for the three months ended September 30, 1998, December 31, 1998,
March 31, 1999 and June 30, 1999, respectively. Travel services sold through
Excite accounted for 15%, 16%, 13% and 12% of the Company's gross bookings for
the three months ended September 30, 1998, December 31, 1998, March 31, 1999 and
June 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.
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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%.
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 smaller airlines. The Company expects that
its weighted average commission on online transaction revenue will decline 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 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
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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 one year 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),
Cendant Corporation, TravelWeb (operated by Pegasus), Internet Travel Network,
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.
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
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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. In particular,
Microsoft Corporation has publicly announced its intent to continue to invest
heavily in the area of travel technology and services. 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
six months ended June 30, 1999 approximately 9%, 10%, 24% and 32%, 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.
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
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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 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
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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. Substantially all
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
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
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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 the end of 1999, 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. For example, the Company may offer travel insurance and travel
financing services. 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 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
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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
television industry is also subject to extensive regulation at federal, state
and local levels, including the Federal Communications Act and rules and
regulations of the Federal Communications Commission. In addition, legislative
and regulatory proposals under ongoing consideration by Congress and federal
agencies may materially affect the television industry and the Company's ability
to obtain distribution for its television programming.
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 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 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.
28
<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
acquiror of, a majority of the outstanding voting stock of the Company, and may
complicate or discourage a takeover of the Company.
29
<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 June
30, 1999, the Company has used $11.2 million of the net proceeds of the offering
for payments to AOL under the distribution agreement with AOL, $3.5 million for
payments to Excite under the distribution agreement with Excite and $2.9 million
for payments to Lycos under the distribution agreement with Lycos. The remaining
$7.0 million has been invested in investment grade, interest bearing securities.
The Company intends to use such remaining proceeds for capital expenditures, for
payment of its obligations to AOL, Excite and Lycos and for general corporate
purposes, including working capital to fund anticipated operating losses.
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 10.23* - Subscriber Services Agreement with Apollo
Galileo USA Partnership.
Exhibit 27.1 - Financial Data Schedule
* A portion of this agreement has been omitted pursuant to a
request for confidential treatment.
30
<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/ THOMAS W. CARDY
--------------------
Thomas W. Cardy
Executive Vice President, Finance and
Administration, and Acting Chief Financial
Officer (Principal Financial Officer)
By /s/ BRUCE E. CARMEDELLE
--------------------------
Bruce E. Carmedelle
Vice President and Corporate Controller
(Principal Accounting Officer)
Date: August 16, 1999
31
<PAGE>
PREVIEW TRAVEL, INC
PREVIEW TRAVEL
CONTRACT NO. 0174016 - 000
CONTRACT EFFECTIVE DATE 01-JAN-99
Exhibit 10.23
SUBSCRIBER SERVICES AGREEMENT
-----------------------------
1. SERVICES
--------
The individual or entity specified on the Customer Profile ("Subscriber")
has requested and, pursuant to the terms and conditions of this Subscriber
Services Agreement ("Agreement"), Apollo Galileo USA Partnership ("AGP")
will provide to Subscriber the Services specified on each Services
Designator, which shall include a license to use the Software provided
hereunder. AGP will deliver and install the Hardware and provide access to
Apollo Services, provided that Subscriber has, at its own expense, made any
construction, wiring or other modification necessary to install and connect
the Services. This Agreement will apply to additional Services by agreement
of the parties without the necessity of signing a contract amendment.
2. DEFINITIONS
-----------
For purposes of this Agreement, each of the following terms shall have the
meaning specified.
A. "Apollo Booking" means a booking for the services of an air, car, hotel,
cruise or tour vendor that participates in Apollo Services, less
cancellations thereof, which (i) is made by Subscriber or a Client User
directly via the Services; (ii) results in a fee payable directly or
indirectly by the vendor to AGP; (iii) is not speculative, fictitious, or
made solely for the purpose of achieving productivity-based booking
objectives; and (iv) with respect to passive air bookings, has a BK, GK
or HK status code. The parties wish to clarify that, in the case of air,
"Apollo Booking" is equivalent to an individual air segment with a unique
flight number.
B. "Client User" means a third party for whom Subscriber provides travel-
related services and whose use of the Services is authorized and governed
by this Agreement. A Client User may not include any ARC appointed
travel agency or a vendor of a computerized reservation system.
C. "Documentation" means all manuals, operating procedures, instructions,
guidelines, and other materials provided by AGP to Subscriber, including
oral instruction and electronic formats.
D. "Location" means the address, as specified on a Services Designator, at
which Services are provided by AGP.
E. "Services" means the Apollo Reservations and Ticketing Service (also
referred to as "Apollo Services") and related products, including all
software provided hereunder ("Software"), hardware provided hereunder
("Hardware"), Documentation, support, and such other services licensed,
leased or provided to Subscriber by AGP.
F. "Transaction" means a message accessing Apollo Services that is
transmitted by Subscriber or a Client User.
3. TERM
----
This Agreement will commence on the above Contract Effective Date and will
expire [*] thereafter. Locations may not be added to this Agreement without
AGP's prior written consent. The term of this Agreement for any approved
added Location will commence on the first day of the month in which Services
commence and expire [*] thereafter; provided, however, such Locations added
within the [*] of this Agreement shall expire concurrently with the original
Location(s). Notwithstanding anything to the contrary in this Agreement,
provisions which by their nature and intent should survive its expiration or
termination, including, but not limited to, those relating to
confidentiality, liquidated damages, Software license restrictions, and risk
of loss, shall so survive.
4. USE OF SERVICES
---------------
A. Subscriber will utilize the Services strictly in accordance with the
Documentation. Prohibited uses include servicing or training any third
party other than a Client User; making speculative, duplicative or
fictitious bookings; and any other use which may be prohibited by AGP.
Subscriber must limit access to the
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as *****. A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.
<PAGE>
Services to its employees, agents and Client Users having a need for such
access and may not disclose or make the Services, including Apollo
Services displays, available to any other third party. Subscriber is
responsible for ensuring that its Client Users adhere to all terms of
this Agreement.
B. If Subscriber licenses AGP's Selective Access/Global Access product,
Subscriber may authorize another AGP subscriber to access the client
records entered into Apollo Services by Subscriber; provided, however (i)
AGP shall have no responsibility or liability whatsoever with respect to
such authorization or access; and (ii) AGP may restrict such access
immediately upon written notice to Subscriber.
C. AGP will provide repair and maintenance services for the Hardware.
Subscriber is prohibited from performing repair and maintenance on the
Hardware itself or through a third party. Subscriber shall be
responsible for all costs and expenses of repair required for any reason
other than ordinary, authorized use. Subscriber may not disconnect the
Services.
D. AGP may, at its discretion, enhance or modify a Service and may offer new
Services to Subscriber. Subscriber's use of any enhanced, modified or
new Service will constitute its agreement to the terms and conditions
pertaining to such use.
E. Subsequent to the Contract Effective Date, AGP will deploy a new version
of its [*]. AGP agrees that on or before [*], AGP will provide this new
version to Subscriber; provided, however, Subscriber understands and
agrees that the product may not be in its final form and that Subscriber
may assist AGP in working through technical and performance issues for
up to 60 days. At such time the new version is in its final form, this
Agreement shall be amended whereby Subscriber shall agree to terms and
conditions pertaining to its use of the product, including, but not
limited to, charges to be determined.
F. AGP shall provide Subscriber training in the use of the Services. The
courses listed below are provided at no charge. All other courses that
Subscriber elects to attend and any onsite training requested by
Subscriber will be subject to Subscriber's payment of AGP's then-current
fee therefor.
Learning Apollo Moving to Apollo
CarMaster LeisureShopper Tours and Cruises
RoomMaster Custom Check
Focalpoint Coordinator GlobalFares IFQ
GlobalWare Apollo Formats Scriptwriter Plus
Timesavers TravelScreen Plus
5. CHARGES; BOOKING INCENTIVE
--------------------------
A. Subscriber will pay to AGP all charges (plus taxes and other governmental
assessments directly applicable to the provision of Services by AGP)
assessed by AGP in accordance with this Agreement and its attachments;
provided, however, that for each Apollo Booking made by Subscriber during
the prior month, [*].
B. The [*] for terminal addresses ("TA's") and global terminal identifiers
("GTID's") will be [*] for the [*] specified on the Services Designators
as of the date this Agreement is executed and [*]. Subscriber may add or
delete TA's and GTID's [*] and Subscriber will be assessed a one-time
administrative fee of [*]; provided, however, AGP will waive this
administrative fee for the addition of blocks. If Subscriber deletes a
block of [*], the [*] shall be decreased by [*], but in no event will
the [*] be reduced below [*]. This Article 5.B shall override the [*]
specified on the Services Designator(s) hereto.
C. (i) On a monthly basis, AGP will prepare a reconciliation statement which
will identify all charges incurred by Subscriber ("Total Charges")
and the total Booking Incentive earned ("Total Incentive") for the
prior month. If the Total Incentive exceeds the Total Charges, AGP
will pay the difference to Subscriber; if the Total Charges exceed
the Total Incentive, Subscriber will pay AGP the difference. All
payments due hereunder will be paid within 30 days of the
reconciliation statement date.
(ii) The parties acknowledge that payment for Apollo Bookings made from
January 1, 1999 through April 30, 1999 have been or shall be paid in
accordance with the terms of Subscriber Services Agreement No.
171324 ("Preliminary Payment"). Upon execution of this Agreement,
AGP shall calculate the amount due Subscriber under this Agreement
for the January 1, 1999 through April 30, 1999 time period, less the
Preliminary Payment. The difference shall be paid to Subscriber
within 30 days of the reconciliation.
* confidential treatment requested
<PAGE>
D. On an annual basis commencing 12 months after the Contract Effective
Date, AGP will calculate the total number of Apollo Bookings made by
Subscriber during the prior 12-month period ("Annual Review Period").
In the event that [*] during the Annual Review Period, Subscriber will
[*] multiplied by the difference between the Annual Target and the
actual number of Apollo Bookings made by Subscriber.
E. Subscriber will pay a fee in the amount of [*] for help desk support
from the Apollo Customer Support Center provided that AGP shall not
charge Subscriber for help desk support arising from a discrepancy or
problem in Apollo Services [*] Subscriber shall be charged only for
time that it is actually receiving help desk support and shall not be
charged for time placed upon hold or awaiting connection to an AGP
representative.
F. Past due balances will accrue interest at the maximum rate permitted by
law. Payments returned for insufficient funds or other reasons will be
assessed AGP's current fee therefor. All charges are subject to change;
provided, however, any increases of existing charges will not exceed
[*]. AGP may assess fees for new Services and for Services which are
currently provided at no charge.
6. LICENSE RESTRICTIONS
--------------------
Subscriber may not copy, reproduce or duplicate the Software and related
Documentation or any portion thereof, except to the extent reasonably
necessary for backup purposes. Subscriber may not modify, alter,
disassemble, reverse assemble, reverse compile, or reverse engineer the
Software or any portion thereof. The Software is the proprietary
information and trade secret of AGP, its licensors, or such other third
party with whom AGP has a distributorship agreement, or the licensors of
such third parties (collectively referred to as "Licensor"). All licenses
for Software provided hereunder terminate upon expiration or any
termination of the Agreement.
7. RISK OF LOSS
------------
Subscriber has no ownership, right or title in or to any Service, and may
not remove identifying marks from the Services or subject same to any lien
or encumbrance. Subscriber accepts full responsibility for loss or damage
to the Services and, in the event thereof, Subscriber must pay AGP the
insurance value therefor as specified on the Services Designator.
8. THIRD PARTY PRODUCTS
--------------------
Any product not provided by AGP ("Third Party Product") which sends
Transactions to or interfaces with Apollo Services may only do so through a
certified platform as identified in an Apollo Services profile. AGP shall
have no liability whatsoever with respect to Third Party Products and
Subscriber shall indemnify and hold harmless AGP for all claims against AGP
resulting from or related to a Third Party Product. In order to protect or
maximize the operability of Apollo Services, AGP may require that
Subscriber temporarily or permanently discontinue its use of any Third
Party Product. The preceding sentence shall not apply to Innosys,
Cornerstone, and Alpha software presently used by Subscriber, so long as
such products are not modified in any way, the Services are not modified
and thereby causing an effect on any of these products, or new Services
used by Subscriber do not cause an effect on any of these products.
9. WARRANTIES
----------
A. AGP MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES OR ANY
PRODUCT OR SERVICE PROVIDED BY AGP, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.
B. Subscriber represents and warrants that no written or oral
representation or warranty made or information furnished by Subscriber
to AGP, including the Customer Profile, contains any untrue statement of
material fact.
10. LIMITATION OF LIABILITY / LIMITATION OF REMEDY
----------------------------------------------
A. AGP shall not be liable for and Subscriber hereby waives and releases
AGP, its owners, officers, directors, employees, agents, successors and
assigns from all obligations and liabilities and all rights, claims and
remedies of Subscriber against them, express or implied, arising by law
or otherwise, due to any defects, errors, malfunctions, performance, or
use of the Services, or any part thereof, or for interruptions of
service, including any liability or claim in tort, for acts of AGP's
subcontractors, or for loss of revenue, profits or data,
* confidential treatment requested
<PAGE>
or any other direct, indirect, incidental, special or consequential
damages, unless such damages are a result of AGP's breach of the
confidentiality provisions of this Agreement.
B. [*].
C. Subscriber shall not be liable for and AGP hereby waives and releases
Subscriber, its owners, officers, directors, employees, agents,
successors and assigns from all obligations and liabilities and all
rights, claims and remedies of AGP against them, express or implied,
arising by law or otherwise, for loss of revenue, profits or data, or
any other direct, indirect, incidental, special or consequential
damages, unless such damages are a result of Subscriber's breach of the
confidentiality provisions of this Agreement.
11. TERMINATION
------------
A. If either party (the "Defaulting Party") becomes insolvent; if the other
party (the "Insecure Party") has evidence that the Defaulting Party is
not paying its bills when due without just cause; if a receiver of the
Defaulting Party's assets is appointed; if the Defaulting Party takes
any step leading to its cessation as a going concern; or if the
Defaulting Party ceases to do business or otherwise ceases or suspends
operations for reasons other than an event of force majeure, then the
Insecure Party may immediately terminate this Agreement on written
notice to the Defaulting Party or may require that certain conditions
are met in order to avoid such termination.
B. If either party (the "Defaulting Party") fails to perform or observe any
of its obligations hereunder, and such failure continues for a period of
30 business days after written notice (except in any circumstance where
a cure is impossible in which case there shall be no cure period) from
the other party (the "Insecure Party"), then the Insecure Party may
immediately terminate this Agreement. If Subscriber is the Defaulting
Party hereunder, then, without prejudice to any other rights or remedies
of AGP, including the right to recover liquidated damages, all or any of
the rights of Subscriber under this Agreement shall, at the option of
AGP, be terminated, reduced or restricted.
12. INDEMNIFICATION
---------------
A. Each party ("Indemnitor") shall indemnify and hold harmless the other
party, its owners, officers, directors, employees, agents, successors
and assigns (each an "Indemnitee), against and from any and all third
party liabilities, damages, losses, expenses, claims, demands, suits,
fines or judgments, including reasonable attorneys' fees, costs and
expenses incident thereto, (collectively, "Liabilities") which may be
incurred by an Indemnitee by reason of any injuries or deaths of
persons, or the loss of, damage to, or destruction of property,
including loss of use thereof, whether in contract or tort, law or
equity, arising out of or in connection with any act, failure to act,
error or omission of the Indemnitor, its officers, directors, employees
or agents in the performance or failure of performance of its
obligations under this Agreement.
B. Subscriber shall indemnify and hold harmless AGP, its owners, officers,
directors, employees, agents, successors and assigns, against and from
any and all Liabilities which may be incurred by AGP as a result of
Subscriber's use of the Services, including, without limitation,
fraudulent bookings, unintended errors, or incorrect information.
13. LIQUIDATED DAMAGES
------------------
If AGP terminates this Agreement for cause, or if Subscriber terminates
this Agreement other than for cause, then Subscriber shall pay to AGP
liquidated damages as follows: (a) 80% of the Annual Target, as specified in
Article 5.D of this Agreement, divided by 12 and multiplied by the number of
months remaining under the term of this Agreement ("Remaining Months"), and
the product thereof multiplied by the Shortfall Fee; plus (b) 80% of the
product of the total amount of Variable Charges billed during the month
preceding termination multiplied by the Remaining Months; plus (c) AGP's
then-current Deinstallation Charge for removal of Services. Subscriber shall
be liable for and agrees to reimburse AGP for all collection and attorneys'
fees and court costs incurred by AGP to enforce this Agreement or to seek
remedies for breach of this Agreement by Subscriber.
14. CONFIDENTIALITY
---------------
Subscriber and AGP each shall not disclose the trade secrets and
proprietary and confidential information of the other, including, but not
limited to, the provisions of this Agreement; provided, however, either
party may share the terms of this Agreement with its accountant and
attorney strictly on a need- to-know basis or as is required by law.
Subscriber shall not use the name, logo or product names of AGP in
brochures, proposals, contracts or other publicly disseminated materials
without first securing AGP's written approval. AGP shall not use the logo
* confidential treatment requested
<PAGE>
or product names of Subscriber is brochures, proposals, contracts or other
publicly disseminated materials without first securing Subscriber's written
approval.
15. GOVERNING LAW; JURISDICTION
---------------------------
This Agreement and any disputes arising under or in connection with this
Agreement shall be governed by the internal laws of the State of Illinois,
without regard to its conflicts of laws principles. All actions brought to
enforce, arising out of or relating to this Agreement shall be brought and
tried in federal or state courts located within the County of Cook, State
of Illinois, and the parties hereby consent to submit to the personal
jurisdiction of such courts and to venue therein.
16. SALE AND ASSIGNMENT
-------------------
Subscriber may not assign this Agreement without the prior written consent
of AGP, which consent shall not be unreasonably withheld. In the event
Subscriber sells substantially all of its assets, but fails to secure AGP's
consent to assign this Agreement, Subscriber will remain liable to AGP to
perform all of its obligations hereunder, including the obligation to pay
any and all charges specified in this Agreement.
17. GENERAL
-------
A. Except for Subscriber's payment obligations hereunder, neither party
shall be deemed to be in default or liable for any delays if and to the
extent that performance is delayed or prevented by force majeure.
B. AGP or its agent shall have the right to enter upon any Location during
normal business hours for the purpose of (i) monitoring, inspecting, or
repairing the Hardware; (ii) monitoring the users' operation of the
Services; and (iii) removing the Services upon termination of this
Agreement.
C. Nothing in this Agreement is intended or shall be construed to create any
agency, partnership or joint venture relationship between the parties.
D. The failure of AGP to exercise or its waiver or forbearance of any right
or privilege under this Agreement shall not be construed as a subsequent
waiver or forbearance of any such term or condition.
E. Any notice permitted or required to be given hereunder shall be sent by
first class mail, postage prepaid, or by any more expedient written
means to the address of Subscriber as specified on the Customer Profile;
notices to AGP shall be sent to: Apollo Galileo USA Partnership, 9700
West Higgins Road, Suite 400, Rosemont, IL 60018, ATTN: Legal
Department-Contract Notices.
F. If any provision of this Agreement is held invalid or otherwise
unenforceable, the enforceability of the remaining provisions will not be
impaired thereby.
18. ENTIRE AGREEMENT
----------------
This Agreement, together with any attachments now or hereafter made, each
of which is, without further affirmation, added to and made a part hereof,
constitutes the entire agreement and understanding of the parties on the
subject matter hereof and, as of the Contract Effective Date, supercedes
all prior written and oral agreements between the parties, excluding
amounts due AGP which may have accrued under a prior agreement. In the
event that the provisions of an attachment conflict with any terms herein,
then the provisions of the attachment shall control.
<PAGE>
By signing below, the parties acknowledge their acceptance of the terms and
conditions of this Agreement and its attachments.
PREVIEW TRAVEL, INC. APOLLO GALILEO USA PARTNERSHIP
Signature: /s/ Leonard R. Stein Signature: /s/ Sally LaFrenere
____________________________ __________________________
Printed Name: Leonard R. Stein Printed Name: Sally LaFrenere
_________________________ _______________________
Title: Sr. VP, General Counsel & Corp. Title: Manager Contracts
Sec. ______________________________
_________________________________
Date: June 16, 1999 Date: June 17, 1999
_________________________________ _______________________________
<PAGE>
OPTIONAL SERVICES ATTACHMENT CONTRACT NO. 0174016 - 000
ATS 104 06/98
- -------------------------------------------------------------------------------
AGP will provide the following optional Services as requested and paid for by
Subscriber. The charges ("Variable Charges") are assessed monthly, unless
otherwise specified. Other optional Services may be offered to Subscriber from
time to time. Subscriber's use of an optional Service will constitute its
agreement to pay the associated Variable Charges and to follow the procedural
guidelines established by AGP. AGP may discontinue its provision of an optional
Service upon written notice to Subscriber. For purposes of this Attachment, the
term "pseudo" means the unique alpha/numeric designator(s) assigned by AGP for a
Location.
1. [*]
2. [*]
3. [*]
4. [*]
5. [*]
6. [*]
7. [*]
8. [*]
9. [*]
10. [*]
11. [*]
12. [*]
13. [*]
14. [*]
15. [*]
16. [*]
17. [*]
18. [*]
19. [*]
20. [*]
21. [*]
22. [*]
23. [*]
24. [*]
* confidential treatment requested
<PAGE>
MICROSOFT LICENSE AGREEMENT CONTRACT NO. 0174016 - 000
ATS 111 06/98
- -------------------------------------------------------------------------------
IMPORTANT - READ CAREFULLY BEFORE USING OR CONTINUING TO USE ANY FOCALPOINT*
PRODUCT. The following License Agreement applies to you. By using any version
of Focalpoint containing Microsoft software, after receipt of this License
Agreement, you indicate your acceptance of the following Microsoft License
Agreement.
This is a legal agreement between you (either an individual or an entity) and
Microsoft Corporation. By using any version of Focalpoint containing Microsoft
software after your receipt of this License Agreement, you are agreeing to be
bound by the terms of this agreement. If you do not agree to the terms of this
agreement, promptly return the unused Focalpoint software in your possession and
the accompanying items (including written materials and binders or other
containers) to the place you obtained them.
GRANT OF LICENSE. This License Agreement permits you to use one copy of the
Microsoft software program (the "SOFTWARE") on a single computer. The SOFTWARE
is in "use" on a computer when it is loaded into temporary memory (i.e. RAM) or
installed into permanent memory (e.g., hard disk, CD-ROM, or other storage
device) of that computer. However, installation on a network server for the
sole purpose of internal distribution shall not constitute "use" for which a
separate license is required, provided you have a separate license for each
computer to which the SOFTWARE is distributed.
COPYRIGHT. The Software is owned by Microsoft or its suppliers and is protected
by United States copyright laws and international treaty provisions. Therefore,
you must treat the SOFTWARE like any other copyrighted material (e.g., a book or
musical recording) except that you may either (a) make one copy of the SOFTWARE
------
solely for backup or archival purposes, or (b) transfer the SOFTWARE to a single
hard disk provided you keep the original solely for backup or archival purposes.
You may not copy the written materials accompanying the SOFTWARE.
OTHER RESTRICTIONS. You may not rent or lease the SOFTWARE, but you may
transfer the SOFTWARE and accompanying written materials on a permanent basis
provided you retain no copies and the recipient agrees to the terms of this
Agreement. You may not reverse engineer, decompile, or disassemble the
SOFTWARE. If the SOFTWARE is an update or has been updated, any transfer must
include the most recent update and all prior versions.
LIMITED WARRANTY. Microsoft warrants that the SOFTWARE will perform
substantially in accordance with the accompanying written materials for a period
of ninety (90) days from the date of receipt. Any implied warranties on the
SOFTWARE are limited to ninety (90) days. Some states/jurisdictions do not
allow limitations on duration of an implied warranty, so the above limitation
may not apply to you.
NO OTHER WARRANTIES. To the maximum extent permitted by applicable law,
Microsoft and its suppliers disclaim all other warranties, either express or
implied, including, but not limited to, implied warranties of merchantability
and fitness for a particular purpose, with regard to the SOFTWARE and the
accompanying written materials. This limited warranty gives you specific legal
rights. You may have others which vary from state/jurisdiction to
state/jurisdiction.
NO LIABILITY FOR CONSEQUENTIAL DAMAGES. To the maximum extent permitted by
applicable law, in no event shall Microsoft or its suppliers be liable for any
damages whatsoever (including, without limitation, damages for loss of business
profits, business interruption, loss of business information, or any other
pecuniary loss) arising out of the use of or inability to use this Microsoft
product, even if Microsoft has been advised of the possibility of such damages.
Because some states/jurisdictions do not allow the exclusion or limitation of
liability for consequential or incidental damages, the above limitation may not
apply to you.
U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE and documentation are provided
with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is
subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in
Technical Data and Computer Software clause of DFARS 252.227-7013 or
subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted
Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Microsoft
Corporation/One Microsoft Way/Redmond, WA 98052-6399.
If you acquired this product in the United States, this Agreement is governed by
the laws of the State of Washington. If this product was acquired outside the
United States, then local law may apply.
Should you have any questions concerning this Agreement, or if you desire to
contact Microsoft for any reason, please contact your local Microsoft subsidiary
or sales offices or write: Microsoft Sale and Service/One Microsoft
Way/Redmond, WA 98052-6399.
* AGP is the authorized licensee of Focalpoint, a registered trademark of
Galileo International.
<PAGE>
FOCALPOINT SE ATTACHMENT CONTRACT NO. 0174016 - 000
ATS 120 06/98
- -------------------------------------------------------------------------------
According to the terms hereof, AGP will license to Subscriber Focalpoint SE
(Special Edition) Software which allows Subscriber to utilize its own hardware
and local area network (LAN) operating environment.
1. Subscriber may copy the Focalpoint SE Software for its internal use only and
may install it on an unlimited number of Subscriber workstations. If
Subscriber accesses Apollo Services via an ALC network, then the number of
users who may concurrently access Apollo Services at a Location is equal to
the number of terminal addresses ("TA's") specified on the Services
Designator for that Location. If Subscriber accesses Apollo Services via a
TCP/IP network, then the number of users who may concurrently access Apollo
Services at a Location is equal to the number of global terminal identifiers
("GTID's") specified on the Services Designator for that Location.
2. Subscriber is responsible for obtaining, implementing, supporting, and
maintaining the LAN, the LAN operating system, the workstation operating
system, and all hardware and other software required for the operation of
Focalpoint SE, but which is not provided by AGP. AGP has no responsibility
whatsoever with respect to the foregoing and system response time
responsibility is limited to AGP's wide area network (i.e., the Apollo
Services mainframe to the modem provided by AGP). At Subscriber's request
and upon AGP's approval, support services for the foregoing are available
from AGP, at Subscriber's expense.
<PAGE>
WAIVED VARIABLES ATTACHMENT CONTRACT NO. 0174016 - 000
ATS 133 06/99
- -------------------------------------------------------------------------------
AGP will [*], provided that Subscriber is meeting all of its obligations under
the Agreement.
[*]
* confidential treatment requested
<PAGE>
SERVICES DESIGNATOR CONTRACT NO. 0174016 - 000
AGP 103-UNB 08/98
- -------------------------------------------------------------------------------
[*] PREVIEW TRAVEL ONLINE, INC
PREVIEW TRAVEL
747 FRONT STREET
4TH FLOOR
SAN FRANCISCO, CA 94111
- -------------------------------------------------------------------------------
[*]
[*]
[*]
* confidential treatment requested
<PAGE>
SERVICES DESIGNATOR CONTRACT NO. 0174016 - 000
AGP 103-UNB 08/98
- -------------------------------------------------------------------------------
[*] PREVIEW TRAVEL ONLINE, INC
PREVIEW TRAVEL
3068 KILGORE ROAD
2ND FLOOR
RANCHO CORDOVA, CA 95670
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[*]
[*]
* confidential treatment requested
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BALANCE
SHEET AT JUNE 30, 1999 AND STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE
30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 8,524
<SECURITIES> 31,550
<RECEIVABLES> 4,271
<ALLOWANCES> (113)
<INVENTORY> 0
<CURRENT-ASSETS> 47,556
<PP&E> 8,498
<DEPRECIATION> (3,369)
<TOTAL-ASSETS> 62,001
<CURRENT-LIABILITIES> 8,936
<BONDS> 0
0
0
<COMMON> 14
<OTHER-SE> 51,460
<TOTAL-LIABILITY-AND-EQUITY> 62,001
<SALES> 12,862
<TOTAL-REVENUES> 12,862
<CGS> 4,482
<TOTAL-COSTS> 22,597
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,347
<INCOME-PRETAX> (12,870)
<INCOME-TAX> (48)
<INCOME-CONTINUING> (12,918)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,918)
<EPS-BASIC> (0.94)
<EPS-DILUTED> (0.94)
</TABLE>
