-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PFPD03pKSyNyUkef7E+LRC1ZfgMputB/9faCgJWWrqjYxMUTk/y5lFBpZOF2YnjZ x43smVBEoYptgL2ZiUuLGQ== 0000950147-01-500185.txt : 20010205 0000950147-01-500185.hdr.sgml : 20010205 ACCESSION NUMBER: 0000950147-01-500185 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010131 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SKYMALL INC CENTRAL INDEX KEY: 0000862841 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 860651100 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21657 FILM NUMBER: 1520163 BUSINESS ADDRESS: STREET 1: 1520 EAST PIMA ST CITY: PHOENIX STATE: AZ ZIP: 85034 BUSINESS PHONE: 6022549777 MAIL ADDRESS: STREET 1: 1520 EAST PIMA ST CITY: PHOENIX STATE: AZ ZIP: 85034 8-K 1 e6166.txt CURRENT REPORT DATED 1/31/01 SECURITIES AND EXHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 31, 2001 ------------------- SkyMall, Inc. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Nevada 000-21657 86-0651100 - ---------------------------- ------------------------ ---------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) 1520 East Pima Street, Phoenix, Arizona 85034 -------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (602) 254-9777 ----------------- ITEM 5. OTHER EVENTS. On January 31, 2001, SkyMall, Inc. (the "Company") announced its unaudited financial results for the fourth quarter ended December 31, 2000 (the "Fourth Quarter Financial Results"). A copy of the press release setting forth the Fourth Quarter Financial Results is attached hereto as Exhibit 99.1. A copy of the Company's unaudited condensed consolidated balance sheet at December 31, 2000, is attached hereto as Exhibit 99.2. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 99.1 Press Release dated January 31, 2001 99.2 Condensed Consolidated Balance Sheets of SkyMall, Inc. at December 31, 2000 and 1999 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. Dated: January 31, 2001 By: /s/ Robert M. Worsley ------------------------------- Robert M. Worsley President EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press Release dated January 31, 2001 99.2 Condensed Consolidated Balance Sheets of SkyMall, Inc. at December 31, 2000 and 1999 EX-99.1 2 ex99-1.txt PRESS RELEASE DATED 1/31/01 Exhibit 99.1 SKYMALL(TM) 1520 East Pima Street Phoenix, Arizona 85034 www.skymall.com FOR IMMEDIATE RELEASE CONTACTS: Christine Aguilera Budd Zuckerman Executive Vice President Genesis Select Corp. SkyMall, Inc. 303-357-6565 602-528-3249 budd@genesisselect.com aguilera@skymall.com SKYMALL REPORTS NET INCOME OF $1.1 MILLION ON EBITDA OF $2.4 MILLION IN THE FOURTH QUARTER OF 2000 GROSS MARGINS IMPROVE TO 44% OF TOTAL REVENUE AND OPERATING COSTS DROP BY 37% IN THE FOURTH QUARTER; CASH AND CASH EQUIVALENTS AT DECEMBER 31, 2000 WERE APPROXIMATELY $9.9 MILLION PHOENIX, ARIZONA (JANUARY 31, 2001) - SkyMall, Inc. (Nasdaq: SKYM), the multi-channel specialty retailer, today announced its unaudited financial results for the fourth quarter ended December 31, 2000. SkyMall's net income in the fourth quarter of 2000 was $1.1 million, or $.07 per share, as compared to a net loss of $13.2 million, or $1.29 per share, in the same quarter a year ago. SkyMall's earnings before interest, taxes, depreciation and amortization was $2.4 million in the fourth quarter of 2000, compared to a loss before interest, taxes, depreciation and amortization of $6.0 million in the fourth quarter of the prior year, an improvement of 141%. The Company's cash and cash equivalents at December 31, 2000 were $9.9 million. Net merchandise sales in the fourth quarter were $22.3 million, as compared to $25.6 million in the same quarter a year ago, a decrease of 13%. Total revenues in the fourth quarter were $29.4 million, compared with total revenues of $31.1 million in the fourth quarter of 1999, a decrease of 5%. Gross margin in the fourth quarter totaled $12.9 million as compared to $11.4 million in the fourth quarter a year ago, an increase of 13%. The gross margin percentage increased seven points in the fourth quarter of 2000 to 44% as compared to 37% in the fourth quarter of the prior year. "Our revenues in the fourth quarter decreased due to the elimination of unprofitable promotions we ran last year, but our overall profitability improved as we eliminated the expense of these promotions and significantly improved our gross margin," said Robert Worsley, founder and CEO. -- more -- Total operating expenses in the fourth quarter of 2000 totaled $11.6 million compared to total operating expenses of $18.3 million in the fourth quarter of the prior year, a decrease of 37%. General and administrative expenses, the most significant part of total operating expenses, decreased to $4.3 million in the fourth quarter of 2000 as compared to $10.1 million in the fourth quarter of 1999, a decrease of 57%. General and administrative expenses in the fourth quarter of 2000 also reflected a decrease of 8% from the $4.7 million reported in the third quarter of 2000. "We have worked diligently over the last nine months to achieve profitability in the fourth quarter and are pleased with our progress," continued Mr. Worsley. "Our fourth quarter results reflect the execution of the decisions we made in the second quarter of this year to eliminate unprofitable promotions and programs, as well as dramatically reduce our costs. Most importantly, however, we have shown that the business model that was the foundation of our profitable operations for the four years prior to our recent investment spending phase is viable and can serve as our platform for future growth." 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% of all domestic airlines, reaching approximately 500 million domestic airline passengers annually. Through its skymall.com, inc. subsidiary, SkyMall offers an expanded selection of products and services to online shoppers. 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. For further information and prior press releases, please visit SkyMall's Web site at www.skymall.com. CAUTIONARY STATEMENT: The matters discussed in this press release are 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 ability of the Company to achieve its financial projections and forecasts and any adjustments required as a result of an audit of the Company's annual financial results, as well as those factors detailed by SkyMall, Inc. in its filings with the Securities and Exchange Commission. SkyMall, Inc. does not undertake any obligation to publicly update any forward-looking statements to reflect events or circumstances after the date on which any such statements are made or to reflect the occurrence of unanticipated events. Note to Editors: SkyMall(R) and skymall.com(R) are registered trademarks of SkyMall, Inc. SKYMALL, INC. Summary Financial Data (Amounts in thousands) Three months ended December 31, ------------------------- 2000 1999 -------- -------- (Unaudited) (Unaudited) REVENUES: Merchandise sales, net $ 22,350 $ 25,670 Placement fees and other 7,085 5,465 -------- -------- Total revenues 29,435 31,135 COST OF GOODS SOLD 16,483 19,686 -------- -------- Gross margin 12,952 11,449 -------- -------- OPERATING EXPENSES: Catalog expenses 3,819 4,774 Selling expenses 1,534 1,292 Customer service and fulfillment expenses 1,868 2,132 General and administrative expenses 4,343 10,130 -------- -------- Total operating expenses 11,564 18,328 -------- -------- INCOME (LOSS) FROM OPERATIONS 1,388 (6,879) -------- -------- Interest expense 205 133 Other expense 40 130 -------- -------- INCOME (LOSS) BEFORE INCOME TAXES 1,143 (7,142) Income tax expense -- 6,044 -------- -------- NET INCOME (LOSS) $ 1,143 $(13,186) ======== ======== BASIC NET INCOME (LOSS) PER COMMON SHARE $ 0.07 $ (1.29) ======== ======== DILUTED NET INCOME (LOSS) PER COMMON SHARE $ 0.07 $ (1.29) ======== ======== BASIC WEIGHTED AVERAGE SHARES OUTSTANDING 15,817 10,228 ======== ======== DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING 15,817 10,228 ======== ======== Earnings (loss) before interest, taxes, depreciation and amortization $ 2,401 $ (5,994) ======== ======== SELECTED BALANCE SHEET DATA December 31, ------------------------- 2000 1999 -------- -------- Current Assets $ 19,960 $ 33,236 Long Term Assets 14,711 17,013 Total Assets 34,671 50,249 Current Liabilities 27,565 29,441 Long Term Debt 190 5,190 Shareholders' Equity $ 6,916 $ 15,618 EX-99.2 3 ex99-2.txt CONDENSED CONSOLIDATED BALANCE SHEET Exhibit 99.2 SkyMall, Inc. Condensed Consolidated Balance Sheets (Amounts in thousands) December 31, --------------------- 2000 1999 -------- -------- unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 9,938 $ 16,060 Accounts receivable, net 7,896 11,994 Inventory 837 1,300 Prepaid catalog costs and other 1,289 2,914 Income tax receivable -- 968 Deferred income taxes -- -- -------- -------- Total current assets 19,960 33,236 Property and equipment, net 11,414 12,869 Goodwill 2,612 2,817 Other assets, net 685 1,327 -------- -------- Total assets $ 34,671 $ 50,249 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable 15,793 24,136 Accrued liabilities 2,342 3,979 Deferred Billings 536 1,298 Current portion of notes payable and capital leases 8,410 28 Current portion of restructuring charge 484 -- -------- -------- Total Current liabilities 27,565 29,441 Notes payable and capital leases, net of current portion 180 5,190 Deferred income taxes -- -- Non-current portion of restructuring charge 10 -- -------- -------- Total liabilities 27,755 34,631 -------- -------- SHAREHOLDERS' EQUITY Common stock 16 13 Additional paid-in capital 41,220 33,884 Retained earnings (34,320) (18,279) -------- -------- Total shareholders' equity 6,916 15,618 -------- -------- Total liabilities and shareholders' equity $ 34,671 $ 50,249 ======== ======== -----END PRIVACY-ENHANCED MESSAGE-----