Today, when you see a product advertised on SkyMall, the company selling the product is paying handsomely for the opportunity. A full page placement in SkyMall costs $129K per issue (3 months) plus a 6% transaction fee. Or, you can opt to pay a 5% transaction, a smaller advertising fee, and an additional profit share with SkyMall. SkyMall sells space by the full page, half page or quarter page. The cheapest option, a quarter page, costs $41K per issue. Below are the monthly rates to buy space in SkyMall (it's required you buy three months at a time).

Taking a percentage of each transaction and an advertising fee has been a durable model for SkyMall. According to company President Christine Aguilera, they get approximately 100 requests a week from prospective companies to have their products featured in SkyMall. In order for this business model to work, SkyMall needs to continue to be carried on nearly every domestic flight to maintain its access to this captive audience of travelers. It's not disclosed how large these fees are, but in 1999 (their last annual report), it was only around 5% of revenues.

Over its corporate history, SkyMall has been owned by various private equity firms who have passed it amongst themselves. Most recently, SkyMall was owned by Najafi Companies, a Phoenix based private equity firm that was best know for buying Network Solutions in 2003 with a $20 MM equity investment, and then later reselling the company for $800 MM in 2007.

And then, on May 17, 2013, a curious event took place that wasn't reported anywhere in the press. SkyMall merged with a company called Xhibit Corp, an entity which looks to be more of a parody of a tech company than a real company at all.

Xhibit Corp: a "Cloud" Company

Last month, SkyMall merged with Xhibit Corp, a recently formed marketing software and digital advertising company that trades on an "over-the-counter" exchange where equity shares of small companies can be bought and sold. As part of the merger, SkyMall owns 40% of the new company and Xhibit owns 60%. Sounds like a merger of almost equals, with the cutting edge tech company getting more ownership and the old economy catologue business getting less, right?

Except here's the problem. Skymall is by all accounts a reasonably successful company with $130 million in annual revenue, a differentiated offering, a well known brand, and at least some happy customers. Xhibit on the other hand, appears to be a company with dubious sources of revenue, a very thin competitive advantage, and more hype than substance.

The Xhibit Corporation went public via a "reverse takeover" of a shell company in 2012. Earlier, in 2011, the individuals behind the company acquired a shell company called NB Manufacturing for $350K, and voila, Xhibit was able to become a publicly traded company. The SEC warns that investors should be wary of putting their money in companies that become public this way because there is essentially no regulation:

Reverse mergers permit private companies, including those located outside the U.S., to access U.S. investors and markets by merging with an existing public shell company. The SEC and U.S. exchanges recently suspended trading in a more than a dozen reverse merger companies, citing a lack of current, accurate information about these firms and their finances... "Given the potential risks, investors should be especially careful when considering investing in the stock of reverse merger companies," said Lori J. Schock, Director of the SEC's Office of Investor Education and Advocacy.

When Xhibit merged with Skymall, it's market capitalization was about $300MM. How does a company go from $350K valuation to $300MM in under two years? The answer is that if a security is fairly illiquid, the "price" is more or less arbitrary because people aren't really buying or selling many shares. If only a few shares are trading on the market, the price can be really high, regardless of the fundamentals of the company. If there is substantial "hype" about this company, the price of these very limited shares will be high. But, if the insiders unload most of their stock, the share price would plummet. Maybe Xhbit is worth a lot of money, maybe it's not. There is no way to tell by just looking at the stock price if there isn't a vibrant and liquid market for the security. Below is the Xhibit Corp (XBTC) stock price over the last two years: