SKYMALL INC
8-K, 2000-05-08
CATALOG & MAIL-ORDER HOUSES
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549





                                    FORM 8-K

                                 CURRENT REPORT



                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



                                   MAY 2, 2000
                                 Date of Report
                       (Date of earliest event reported)



                                  SKYMALL, INC.
               (Exact Name of Registrant as Specified in Charter)

          NEVADA                    000-21657                 86-0651100
     (State or Other           (Commission File No.)         (IRS Employer
       Jurisdiction                                        Identification No.)
     of Incorporation)

                  1520 EAST PIMA STREET, PHOENIX, ARIZONA 85034
          (Address of principal executive offices, including zip code)

                                 (602) 254-9777
              (Registrant's telephone number, including area code)




<PAGE>

ITEM 5. OTHER EVENTS

     On May 2, 2000,  SkyMall,  Inc. announced financial results for the quarter
ended March 31, 2000.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

        (c) Exhibits

              99.1  Press Release dated  May 2, 2000  regarding  SkyMall's
                    Record First Quarter Revenues.

                                       2
<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 hereunto duly authorized.



                                    SKYMALL, INC.
                                    (REGISTRANT)



Dated: May 5, 2000                  By: /s/ Robert M. Worsley
                                        ------------------------------------
                                        Robert M. Worsley
                                        President


                                       3

<PAGE>

                                 EXHIBIT INDEX


Exhibit Number      Description
- --------------      ------------------------------------------------------------

    99.1            Press Release dated  May 2, 2000  regarding  SkyMall's
                    Record First Quarter Revenues.


                                       4

                                                                    EXHIBIT 99.1

SKYMALL REPORTS RECORD FIRST QUARTER REVENUES

Net Merchandise Sales Up 59 Percent

PHOENIX, AZ (May 2, 2000) -- SkyMall, Inc. (Nasdaq:  SKYM) Tuesday announced its
financial results for the first quarter ended March 31, 2000.

SkyMall's net merchandise sales in the first quarter of 2000 were $15.6 million,
a 59 percent  increase  over 1999 first  quarter net  merchandise  sales of $9.8
million.

Net  merchandise  sales from the Internet  totaled $4.3 million or 34 percent of
business-to-consumer  net  merchandise  sales in the  first  quarter  of 2000 as
compared to $825,000 or 9 percent of business-to-consumer  net merchandise sales
in the first  quarter of 1999.  Total  revenues  in the first  quarter  were $20
million,  compared  with  $14.2  million  in the first  quarter  of 1999,  up 41
percent.

Gross margin for the first  quarter of 2000 was $7.3  million or 36 percent,  as
compared  to gross  margin of $6.7  million or 47 percent for the same period in
1999.

Gross margin rates  declined in the first quarter of 2000 due to the increase in
net  merchandise  sales from  loyalty  programs,  the mix of fixed and  variable
vendor  arrangements,  a  reduction  in  shipping  and  handling  revenue due to
promotions, and a reduction in revenues from upsell programs.

The Company took certain  corrective  actions in the first  quarter of 2000 that
are focused on obtaining  the optimal mix between  variable and fixed  placement
fees and discontinued a free shipping promotion.  In addition, in April of 2000,
the Company revamped an upsell program in its call center. The Company's goal is
to increase margins by the second half of the year to more historical levels.

The  launch  of  the  Company's   Web  site  and  the   completion  of  its  Web
infrastructure  during  the first  quarter,  which were the  culmination  of the
Company's development efforts over the last 12 months, contributed significantly
to a $7.2 million loss from operations for the first quarter of 2000 compared to
a loss from operations of $3.6 million in the first quarter of 1999.

The  Company's  net loss for the first quarter of 2000 was $7.5 million or $0.57
per share as  compared  to a net loss of $2.2  million or $0.24 per share in the
first quarter of 1999.


<PAGE>

"The 59 percent  increase  in net  merchandise  sales  marks one of the  largest
quarter  over  quarter  sales  increases in our  history,"  commented  Robert M.
Worsley, SkyMall's founder and chief executive officer.

"Our record first quarter  merchandise sales growth is largely the result of our
efforts  last year  which  focused on  leveraging  our  brand,  merchandise  and
fulfillment and technology infrastructure into new channels.

"Our new Marriott relationship and our existing loyalty programs,  which provide
us with increased  exposure to our target  customer -- the frequent  traveler --
contributed  significantly to the increase in net merchandise  sales.  Northwest
Airlines,  the fourth largest domestic airline, which began participation in the
SkyMall program last July, also contributed to the revenue increase.

"In addition,  due in part to our new loyalty  business,  our average order size
increased  over 12 percent  during the first  quarter of 2000 as compared to the
first quarter of 1999.

"Our focus over the coming months will be on continuing to drive revenue  growth
and  returning  the  Company to  profitability  by the fourth  quarter of 2000,"
continued Worsley.

"Now that the development of our Web  infrastructure  is largely  completed,  we
have a highly scalable, stable site that we believe is competitive with those of
other  major  e-tailers  that we can use to  continue  to  leverage  our  brand,
merchandise and fulfillment capabilities into new channels.

"Much of our general and administrative  expenses that were attributable to this
effort have been  eliminated or reduced in the second quarter.  In addition,  as
previously  announced by the Company,  we have taken steps in the second quarter
to further reduce our general and administrative expenditures.

"These measures will be important in reaching our goal of  profitability  by the
fourth quarter of 2000."

Other recent highlights reported by SkyMall include:

SkyMall launched a new loyalty initiative in April 2000, with
General Motors which will allow GM customers to receive
discounts on SkyMall merchandise by redeeming their loyalty
points.

SkyMall signed an agreement with employeesavings.com in April
of 2000, through which SkyMall merchandise will be made
available to more than 1.4 million consumers in the workplace.

About SkyMall Inc.

Founded in 1989, SkyMall(R) is a multi-channel  specialty retailer that provides
a large selection of  premium-quality  products and services to consumers from a
wide variety of merchants and partners.  SkyMall is best known for its in-flight
catalog,  which is available  on more than 70 percent of all domestic  airlines,
reaching approximately 500 million domestic airline passengers annually.


<PAGE>

Through its skymall.com, inc. subsidiary, which operates the skymall.com(TM) and
skymalltravel.com(TM)  Web  sites,  SkyMall  offers  an  expanded  selection  of
products and services to online  shoppers and enables other companies to conduct
electronic commerce using skymall.com's merchant solution.

SkyMall  provides  a  merchandise  redemption  program  for a number of  loyalty
programs, allowing consumers to purchase SkyMall merchandise with loyalty points
earned in other  programs.  Through  Durham &  Company,  a  SkyMall  subsidiary,
SkyMall  offers  high-quality  logo  merchandise  via  its  catalogs,  workplace
initiatives and the durham.skymall.com Web site.

SkyMall's subsidiary,  Disc Publishing,  Inc., produces the CD-ROM, SkyDisc(TM),
which  provides  advertising,  entertainment  and  e-commerce  shopping links to
business travelers through airline seat pocket  distribution and the skydisc.com
Web site.  For  further  information  and prior  press  releases,  please  visit
SkyMall's Web site at www.skymall.com.

This  news  release  includes  statements  that may  constitute  forward-looking
statements made pursuant to the safe harbor provisions of the Private Securities
Litigation   Reform  Act  of  1995.  This  information  may  involve  risks  and
uncertainties  that could cause  actual  results to differ  materially  from the
forward-looking statements.

Factors that would cause or contribute to such differences  include, but are not
limited to the continued  stability of the  Company's  Web site and  information
technology infrastructure, the technical ability to meet the demands of changing
consumer  needs and managing a growing  business,  the ability of the Company to
implement the programs  described  herein and those factors that are included by
SkyMall, Inc. in its filings with the Securities and Exchange Commission.

Note to Editors:  SkyMall(R)  is a  registered  trademark  of SkyMall,  Inc. and
skymall.com(TM),   skymalltravel.com(TM)   and  SkyDisc(TM)  are  trademarks  of
SkyMall, Inc.


<PAGE>

                             SkyMall, Inc.
                        Summary Financial Data
           (Amounts in thousands, except per share amounts)

                                                   Three months ended
                                                        March 31,
                                                 ---------------------
                                                   2000       1999(a)
Revenues:                                        --------    ---------
   Merchandise sales, net                        $ 15,645    $  9,818
   Placement fees and other                         4,362       4,361
                                                 --------    --------
     Total revenues                                20,007      14,179
Cost of goods sold                                 12,761       7,511
                                                 --------    --------
     Gross margin                                   7,246       6,668
                                                 --------    --------
Operating expenses:
   Catalog expenses                                 3,026       2,602
   Selling expenses                                 1,086         834
   Customer service and fulfillment expenses        1,837       1,798
   General and administrative expenses              8,544       5,032
                                                 --------    --------
     Total operating expenses                      14,493      10,266
                                                 --------    --------
Income (loss) from operations                      (7,247)     (3,598)
                                                 --------    --------
Interest expense                                     (150)        (11)
Other income (expense)                                (61)         76
                                                 --------    --------
Income (loss) before income taxes                  (7,458)     (3,533)
Income tax expense (benefit)                           --      (1,318)
                                                 --------    --------
Net income (loss)                                $ (7,458)   $ (2,215)
                                                 ========    ========
Basic net income (loss) per
 common share                                    $  (0.57)   $  (0.24)
                                                 ========    ========
Diluted net income (loss) per
 common share                                    $  (0.57)   $  (0.24)
                                                 ========    ========
Basic weighted average
 shares outstanding                                12,984       9,119
                                                 ========    ========
Diluted weighted average
 shares outstanding                                12,984       9,119
                                                 ========    ========

<PAGE>

                      SELECTED BALANCE SHEET DATA

                                              March 31,      December 31,
                                                2000            1999
                                              ---------      -----------
Current Assets                                 $18,943         $33,236
Long Term Assets                                16,590          17,013
Total Assets                                    35,533          50,249
Current Liabilities                             18,727          29,441
Long Term Debt                                   8,526           5,190
Shareholders' Equity                           $ 8,280         $15,618

During 1999, the company  changed its method of reporting  shipping and handling
revenue  and  costs  in  order  to  conform  to more  widely  accepted  industry
practices. As a result, shipping and handling revenues are included in placement
fees and other revenues and the costs  associated with shipping and handling are
included in cost of goods sold. Prior period balances have been  reclassified to
conform to this presentation.

(a)  Disc  Publishing Inc. was acquired in September 1999, and was accounted for
     as a pooling  of  interests.  The  Company's  1999  consolidated  financial
     statements have been restated to include the combined  financial results of
     SkyMall, Inc. and Disc Publishing, Inc.

                                      ###
Contact: SkyMall Inc., Phoenix
         Christine A. Aguilera, 602/528-3249
         [email protected]
                  or
         Genesis Select Corp.
         Budd Zuckerman, 303/357-6565
         [email protected]


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