SKYMALL INC
8-K, 2000-03-02
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



                                FEBRUARY 29, 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 February 29, 2000,  SkyMall,  Inc.  announced  financial results for the
fourth quarter and year ended December 31, 1999.

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

        (c) Exhibits

              99.1  Press Release dated  February 29, 2000  regarding  SkyMall's
                    Record Fourth Quarter and Year End Revenues for 1999.

                                       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: March 1, 2000                By: /s/ Robert M. Worsley
                                        ------------------------------------
                                        Robert M. Worsley
                                        President


                                       3

<PAGE>

                                 EXHIBIT INDEX


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

    99.1            Press Release dated  February 29, 2000  regarding  SkyMall's
                    Record Fourth Quarter and Year End Revenues for 1999.


                                       4

                                                                    EXHIBIT 99.1

      SKYMALL REPORTS RECORD FOURTH QUARTER AND YEAR END REVENUES FOR 1999

     PHOENIX--Feb.  29,  2000--SkyMall,  Inc.  (Nasdaq:SKYM) today announced its
financial results for the fourth quarter and year ended December 31, 1999.

     SkyMall's net  merchandise  sales in the fourth  quarter of 1999 were $25.7
million,  up from $20.3 million in the fourth  quarter of 1998 -- an increase of
26.5 percent. Total revenues in the fourth quarter were $31.1 million,  compared
with $27.9 million in the fourth  quarter of 1998,  up 11.5 percent.  For fiscal
1999, the Company reported net merchandise sales of $60.9 million, compared with
$49.3 million for fiscal 1998 -- an increase of 23.4 percent. Total revenues for
fiscal 1999 were $78.9 million as compared to $72 million in fiscal 1998, up 9.6
percent.

     Gross  margin  for the  fourth  quarter  of 1999 was $11.4  million or 36.8
percent,  as compared to gross  margin of $12.5  million or 44.9  percent in the
fourth  quarter of 1998.  Gross margin for fiscal 1999 totaled  $32.5 million or
41.2 percent as compared to $32.8  million or 45.5  percent in fiscal  1998.  To
encourage  its key  merchant  partners  to expand  their  product  offerings  on
skymall.com(TM), SkyMall(R) renegotiated its margin and placement fee agreements
with  many  of  its  merchant   partners  in  1999,   which  resulted  in  lower
year-over-year   margins  and  placement  fee  revenue.  This  strategy  enabled
skymall.com to increase its product  offering  significantly on its web site and
positions  the Company well for  increasing  its total gross  margin  dollars as
sales increase.

     The  Company's   continued   substantial   investment  in  its   e-commerce
initiatives  resulted  in a $6.9  million  loss from  operations  for the fourth
quarter of 1999  compared to net income from  operations of $2.8 million for the
fourth quarter of 1998. In the fourth quarter of 1999, the Company  re-evaluated
its  treatment  of tax  benefits  recorded  earlier in the year and,  based on a
variety of factors,  the Company  elected to reverse these tax  benefits,  which
totaled $6.0  million.  Among the factors  considered by the Company in reaching
this  determination  were that this  treatment is consistent  with that of other
major  e-commerce  retailers  and  the  belief  by  management  that  this  is a
conservative  position that is in the long-term  best  interests of the Company.
The reversal of these tax benefits  contributed to the net loss of $13.2 million
or $1.29 per share in the fourth  quarter of 1999 as  compared  to net income of
$1.6 million or $0.18 per share in the fourth quarter of 1998.

     The Company's investment in its e-commerce  initiatives resulted in a $24.8
million  loss from  operations  in  fiscal  1999  compared  to net  income  from
operations of $3.6 million in fiscal 1998. Including the election to reverse the
tax benefits  recorded  earlier in the year  totaling  $6.0 million or $0.65 per
share,  the  Company's  net loss for fiscal 1999 was $24.1  million or $2.60 per
share as  compared  to net income for fiscal  1998 of $2.3  million or $0.27 per
share.

     "During 1999, we achieved a number of  significant  milestones,"  commented
Robert M.  Worsley  SkyMall's  founder and CEO.  "Our  holiday  season broke all
previous net merchandise sales records,  fueled by outstanding  results from our
Internet   subsidiary,   skymall.com,   and   strong   sales   growth   in   our
business-to-business  programs,  which  increased  365  percent in 1999 over the
prior year.  Our airline seat pocket  catalog  program has proven to be a highly
cost  effective way to acquire new web customers and enabled us to do 37 percent

<PAGE>

of our core consumer business over the web in the fourth quarter. Our profitable
customer  acquisition  model  together  with our strong  gross  margins form the
foundation for future growth and our plans to return to profitability."

     Other recent highlights reported by SkyMall included:

     o    SkyMall  ranked  among the top 9  catalog-only  retailers  in terms of
          unique visitors in the month of December, 1999.(1)
     o    The Company believes that the 37% of its core consumer sales generated
          from the web in the fourth  quarter of 1999 exceeds the  percentage of
          sales  generated  from  the  web by  most  of the  other  catalog-only
          retailers.
     o    SkyMall's conversion rate for its skymall.com web site in December was
          11.1%.
     o    Average  order size in SkyMall's  business-to-business  programs  were
          $332 in the  fourth  quarter of 1999,  compared  to $228 in the fourth
          quarter of 1998, an increase of 45%.

     The Company spent  approximately $15 million during fiscal 1999,  including
approximately    $8.0    million    in    capital    expenditures,     on    its
information-technology   and  web   infrastructure.   During   course  of  1999,
skymall.com  made three  significant  improvements  to its skymall.com web site.
These improvements included significant enhancements in the overall performance,
speed and  stability of the site. In addition,  many new consumer  features were
added, including improved product search and promotion capabilities,  wish lists
and e-cards.

     "Our  infrastructure  technology  efforts  during  last year were a massive
endeavor," stated Robert M. Worsley. "Our technology  infrastructure now has the
capability to support a much more significant  order volume and provides us with
a platform for  expanding our marketing  and channel  development  efforts.  Our
focus in 2000 will be on the addition of new  consumer  features to our site and
on the key drivers for our sales growth,  including  improving  customer  reach,
conversion,  repeat  business and average order size. We look forward to further
tapping into the more than 1.1 million  demographically  desirable consumers who
see our  catalog  each  day as we work  diligently  on our  revenue  growth  and
profitability plans."

About SkyMall, Inc.

     Founded in 1989,  SkyMall(R) is an integrated e-commerce specialty retailer
that  provides a vast  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% of all domestic
airlines,  reaching  over 420  million  domestic  airline  passengers  annually.
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.  Through  another
subsidiary,  Durham & Company,  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),

<PAGE>

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  continuing  growth of the
Company's web site,  whether the fund raising  efforts in 1999 are sufficient to
meet further capital needs, and management of an expanding  company,  as well as
those factors  detailed 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         Year ended
                                      December 31,          December 31,

                                    1999       1998       1999       1998
REVENUES:
 Merchandise sales, net         $  25,670  $  20,298  $  60,880   $ 49,320
 Placement fees and other(a)        5,465      7,629     18,061     22,722
     Total revenues                31,135     27,927     78,941     72,042
COST OF GOODS SOLD(a)              19,686     15,396     46,422     39,292
     Gross margin                  11,449     12,531     32,519     32,750

OPERATING EXPENSES:
 Catalog expenses                   4,774      3,250     13,587     11,353
 Selling expenses                   1,292        973      4,482      3,474
 Customer service and
  fulfillment expenses              2,295      2,616      7,123      5,567
 General and
  administrative expenses           9,967      2,844     32,149      8,767
    Total operating expenses       18,328      9,683     57,341     29,161
INCOME (LOSS) FROM OPERATIONS      (6,879)     2,848    (24,822)     3,589

   Interest expense                  (133)       (10)      (283)       (32)
   Other income                      (130)        42         52        435

INCOME (LOSS) BEFORE
 INCOME TAXES                      (7,142)     2,880    (25,053)     3,992
   Income tax expense
   (benefit)                        6,044      1,264       (913)     1,707
NET INCOME (LOSS)               $ (13,186)  $  1,616  $ (24,140)  $  2,285
BASIC NET INCOME (LOSS)
 PER COMMON SHARE               $   (1.29)  $   0.18  $   (2.60)  $   0.27
DILUTED NET INCOME
 (LOSS) PER COMMON SHARE        $   (1.29)  $   0.18  $   (2.60)  $   0.27

BASIC WEIGHTED AVERAGE
SHARES OUTSTANDING                 10,228      8,794      9,271      8,583

DILUTED WEIGHTED AVERAGE
SHARES OUTSTANDING                 10,228      8,908      9,271      8,602


                           Selected Balance Sheet Data

                                              December 31,
                                   -----------------------------------
                                       1999                 1998
                                   --------------      ---------------

Current Assets                     $    33,394         $     22,246
Long Term Assets                        17,013                9,679
Total Assets                            50,407               31,925
Current Liabilities                     29,441               17,240
Long Term Debt                           5,348                  451
Shareholders' Equity               $    15,618         $     14,234

<PAGE>

(a)  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.

(1)  Source: Media Metrix,  December,  1999 data. Category as defined by SkyMall
     to include: landsend.com, llbean.com, fingerhut.com, jcrew.com, damark.com,
     spiegel.com, igo.com, and roxy.com.

                                      ###

CONTACT:  SkyMall, Inc.
          Robert M. Worsley, 602/528-8620
          [email protected]
                 or
          Louise M. Kusler
          602/528-3224
          [email protected]
                 or
          Genesis Select Corporation
          Budd Zuckerman, 303/357-6565
          [email protected]



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