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VALUATION
Marker International GmbH
As of
March 31, 2000
Prepared by
HOULIHAN VALUATION ADVISORS
111 East Broadway, Suite 1220
Salt Lake City, UT 84111
Tel: (801) 322-3300; FAX: (801) 322-3310
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July 12, 2000
Mr. Kevin Hardy, CEO
MKR Holdings
P.O. Box 26548
Salt Lake City, UT 84126
RE: VALUATION OF MARKER INTERNATIONAL GMBH
Dear Mr. Hardy:
Attached is the valuation report on Marker International GmbH (hereinafter
referred to as "Marker" or "the Company") which Houlihan Valuation Advisors
("HVA") has completed at the request of MKR Holdings. The purpose of the
valuation is to determine the value of a 15% interest in the Company held by MKR
Holdings. Pursuant to the terms of the Operating Agreement dated November 30,
1999 among Marker International GmbH, CT Sports Holdings AG and Marker
International (subsequently renamed MKR Holdings), the valuation of the 15%
interest "shall not take into account any minority discounts with respect to the
Oldco (MKR Holdings) equity interest."
The report has been prepared in accordance with the Uniform Standards of
Professional Appraisal Practice and the Business Valuation Standards I through
VII set forth by the American Society of Appraisers.
The term "fair market value" is defined as the value at which a willing buyer
and willing seller, neither being compelled to act and both being well informed
of the relevant facts and conditions which might be anticipated, would effect a
sale of an asset at "arm's length" on a given date.
The business valuation study was undertaken using widely accepted principles of
financial analysis and valuation. In particular, we observed the principles set
forth in Internal Revenue Ruling 59-60, 1959-1 CB 237. The book value,
transaction value, market value and income value methods of valuation were
utilized in arriving at an estimate of the fair market value of the common stock
of Marker.
In preparing the report, we have used information provided by the Company. It
has been represented by the Company that the information is reasonably complete
and accurate. We did not make independent examinations of information prepared
by Company management which was relied upon and, accordingly, we make no
representations or warranties nor do we express any opinion regarding the
accuracy or reasonableness of such. All of the information made available to us
was carefully analyzed and reasonable attempts were made to find additional
information which would be helpful in this study.
All financial projections relied upon were prepared by Marker management, which
has represented to us that such projections reflect its best estimates as to the
future potential of the Company. It should be emphasized that forecasting the
future is at best a difficult and tenuous process. There will undoubtedly be
disparities between the projected figures and actual results, since events and
circumstances frequently do not occur as expected, and those disparities may be
material.
This report has been prepared for the specific purpose of determining the value
of a 15% interest in the Company held by MKR Holdings as of March 31, 2000, and
is intended for no other use. The report is not to be copied or given to
unauthorized persons without the direct written consent of HVA.
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Since valuation is an imprecise science, HVA does not purport to be a guarantor
of value. Reasonable people can differ in their estimates of value. HVA does
certify that this valuation study was conducted and the conclusions arrived at
independently using conceptually sound and commonly accepted methods of
valuation.
Our study has concluded that a reasonable estimate of the fair market enterprise
value of the equity of Marker as of March 31, 2000 is $24.1 million. The
estimated value of a 15% interest in the Company on that date is $3.6 million
based on the Agreement whereby a minority interest discount is not applicable to
MKR Holdings' 15% interest in the Company.
Neither HVA or its principals have any present or intended interest in Marker.
HVA's fees for this valuation are based on professional time charges, and are in
no way contingent upon the final valuation figure determined.
HOULIHAN VALUATION ADVISORS
By: /S/ Fredric L. Jones
---------------------------
Frederic L. Jones, ASA
Accredited Senior Appraiser
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TABLE OF CONTENTS
<TABLE>
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TABLE OF CONTENTS................................................................1
PREFACE..........................................................................3
BASIC PRINCIPLES OF VALUATION....................................................4
INTRODUCTION.....................................................................5
PURPOSE..........................................................................5
SCOPE............................................................................5
METHODOLOGY......................................................................5
COMPANY BACKGROUND...............................................................6
OVERVIEW.........................................................................6
MKR HOLDINGS.....................................................................6
COMPANY HISTORY..................................................................7
PRODUCTS.........................................................................8
SALES............................................................................8
MARKETING........................................................................9
PRODUCT DEVELOPMENT AND INTELLECTUAL PROPERTY....................................9
COMPETITION.....................................................................10
PROPERTY, PLANT AND EQUIPMENT...................................................10
MANAGEMENT......................................................................10
EMPLOYEES AND LABOR RELATIONS...................................................11
STRATEGY........................................................................11
OPERATIONAL DIRECTIVES..........................................................11
ECONOMIC OVERVIEW AND OUTLOOK...................................................13
OVERVIEW U.S. NATIONAL ECONOMY..................................................13
JAPANESE ECONOMIC OVERVIEW......................................................15
EUROPEAN ECONOMIC OVERVIEW......................................................16
INDUSTRY OVERVIEW - SPORTING GOODS MANUFACTURING................................17
U.S. OUTDOOR SPECIALTY MARKET OVERVIEW..........................................17
WORLDWIDE ALPINE SPORTS EQUIPMENT OVERVIEW......................................19
FINANCIAL REVIEW................................................................21
CROSS SECTIONAL ANALYSIS........................................................23
ESTIMATES OF VALUE..............................................................24
OVERVIEW........................................................................24
NATURE OF THE SECURITY..........................................................24
NORMALIZATION OF EARNINGS.......................................................25
BOOK VALUE......................................................................26
TRANSACTION VALUE...............................................................27
MARKET VALUE....................................................................27
INCOME VALUE....................................................................28
SUMMARY AND CONCLUSION..........................................................31
EXHIBITS
EXHIBIT #1............................................HISTORICAL INCOME STATEMENTS
EXHIBIT #2................................INCOME STATEMENT ITEMS AS A % OF REVENUE
</TABLE>
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 1
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<TABLE>
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EXHIBIT #3.......................................................................INCOME STATEMENT ITEM GROWTH RATES
EXHIBIT #4................................................................................SELECTED FINANCIAL RATIOS
EXHIBIT #5................................................................................HISTORICAL BALANCE SHEETS
EXHIBIT #6.....................................................................BALANCE SHEET ITEMS AS A % OF ASSETS
EXHIBIT #7...................................SELECTED STATISTICS FOR MARKER AND OTHER SPORTING GOODS MANUFACTURERS
EXHIBIT #8..............................................................................PROJECTED INCOME STATEMENTS
EXHIBIT #9......................................................PROJECTED INCOME STATEMENTS AS A % OF TOTAL REVENUE
EXHIBIT #10......................................................................INCOME STATEMENT ITEM GROWTH RATES
EXHIBIT #11........................................................INDUSTRY SAMPLE GROUP - DESCRIPTION OF COMPANIES
EXHIBIT #12..............................................................INDUSTRY SAMPLE GROUP - PUBLIC MARKET DATA
EXHIBIT #13........................................................MARKET VALUE RATIOS OF THE INDUSTRY SAMPLE GROUP
EXHIBIT #14..........................HISTORICAL STRUCTURE OF YIELDS OBSERVABLE AND AVAILABLE ON SELECTED SECURITIES
EXHIBIT #15.............................................COMPUTATION OF APPLICABLE DISCOUNT AND CAPITALIZATION RATES
EXHIBIT #16........................................................................WEIGHTED AVERAGE COST OF CAPITAL
APPENDICES
APPENDIX A............................................................................................CERTIFICATION
APPENDIX B.........................................................................STATEMENT OF LIMITING CONDITIONS
APPENDIX C....................................................................................REVENUE RULING #59-60
APPENDIX D.................................................................................PROFESSIONAL CREDENTIALS
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VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 2
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PREFACE
This valuation study was conducted by Houlihan Valuation Advisors ("HVA") at the
request of MKR Holdings to provide an estimate of the fair market enterprise
value of the equity of Marker International GmbH (hereinafter "the Company" or
"Marker") as of March 31, 2000. The purpose of the valuation is to determine the
value of a 15% interest in the Company held by MKR Holdings. Pursuant to the
terms of the Operating Agreement dated November 30, 1999 among Marker
International GmbH, CT Sports Holdings AG and Marker International (subsequently
renamed MKR Holdings), the valuation of the 15% interest "shall not take into
account any minority discounts with respect to the Oldco (MKR Holdings) equity
interest."
This valuation report has been prepared in accordance with the Uniform Standards
of Professional Appraisal Practice as well as Business Valuation Standards I
through IX set forth by the American Society of Appraisers.
In preparing this report, information provided by the Company was used.
Management has represented the information as being reasonably complete and
accurate, and as fairly presenting the financial position, prospects and related
facts of the Company. HVA is not in a position to certify the accuracy of basic
data provided by management, and the validity of this valuation study is
dependent upon the accuracy of such data. HVA does certify that conceptually
sound methods were used in the valuation.
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 3
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BASIC PRINCIPLES OF VALUATION
The principles that have governed this analysis provide a basis for the
determination of value where an active market for a company's securities is
lacking. The valuation procedure attempts to analyze the earning power of a
company and the ability of the company to convert this earning power into value.
Earning power is related to the rates of return expected in the financial
markets for various types of investment alternatives, with consideration given
to past history, expected growth rates and risk. This report provides a direct
comparison between Marker's operations and those of companies operating in the
same industry. From this comparison, certain reasonable conclusions concerning
the relative financial position and performance of the Company may be drawn.
Fair market value is that value at which a willing buyer and willing seller,
neither being compelled to act and both being well informed of the relevant
facts and conditions which might be anticipated, would effect a sale of an asset
at "arm's-length" on a given date.
The value of securities of a corporation in the hands of its stockholders and
the value of the underlying assets of the corporation are often only
incidentally related. The value of securities that are freely traded in a public
market is influenced as much by external factors beyond the control of the
company as it is by internal factors within the control of management. Such
external factors include:
- General economic conditions;
- Conditions existing within a specific industry (e.g., degree of risk,
stability or rate of growth);
- Public attitude and investor sentiment toward particular industries
and companies.
Fair market value of securities that enjoy an active public market is determined
by actual market quotations on a particular date, unless the market for a
security is affected by some abnormal influence or condition. Determination of
fair market value of securities of a closely held corporation, however, cannot
be determined as precisely, thus creating a need for independent professional
business valuation. Principal weight must be given to evidences of earning
power, book value, dividend paying capacity, financial and competitive position,
and other facts and circumstances which a potential buyer and seller would
consider. Also, prices realized in actual sales of similar companies on or about
the valuation date afford a realistic measure of value.
Professional valuation of a closely held company cannot be considered an exact
science; however, experience has shown that comprehensive and thorough valuation
analyses can generate ranges of value that are reasonable and relevant.
The various techniques used in this report are based on different concepts and
assumptions. As a result, their application produces a range of possible values.
A single number within that range is given as a reasonable estimate of value as
of the valuation date. It should be emphasized that, as is the case with
publicly traded securities, when expectations for Marker change over time, so
does its value. Further, the value of a firm may fluctuate over time even though
its internal operating characteristics remain essentially unchanged. The
securities market places different significance on income and risk properties of
companies as general economic conditions vary.
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 4
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INTRODUCTION
PURPOSE
The purpose of the valuation is to determine the value of a 15% interest in the
Company held by MKR Holdings. Pursuant to the terms of the Operating Agreement
dated November 30, 1999 among Marker International GmbH, CT Sports Holdings AG
and Marker International (subsequently renamed MKR Holdings), the valuation of
the 15% interest "shall not take into account any minority discounts with
respect to the Oldco (MKR Holdings) equity interest."
SCOPE
Both internal and external factors that influence the value of Marker have been
analyzed and interpreted. Internal factors include the firm's performance and
financial structure, as well as the size and marketability of the interest being
valued. External factors include, among others, the health of the industry and
the position of the Company therein, economic trends, and conditions in the
securities markets.
METHODOLOGY
The report first looks at the background and operating characteristics of
Marker. It next provides overviews of the national and international economies
and the sporting goods manufacturing industry, each important as a description
of the environment in which the Company operates.
A financial analysis of the Company, as well as a comparative analysis of the
performance of the Company with that of the industry, follows. Next, the report
determines explicit values for the Company via the application of alternative
valuation techniques. Four valuation methods are utilized: book value,
transaction value, market value (derived from market value ratios of similar
firms), and income value (based on the present value of future benefits). After
considering the assumptions and relative justification of each valuation method,
the results are synthesized into a fair market value estimate of the Company's
common stock.
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 5
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COMPANY BACKGROUND
OVERVIEW
Marker is a designer, developer, manufacturer and marketer of alpine ski
bindings in North America, Europe and Asia. Marker is a holding company that
operates through its subsidiaries, Marker Deutschland GmbH ("Marker Germany"),
Marker USA, Marker Japan Co., Ltd. ("Marker Japan"), Marker Austria GmbH
("Marker Austria") and Marker Canada, Ltd. ("Marker Canada").
Substantially all of the Company's ski bindings are manufactured by Marker
Germany in Eschenlohe, Germany. In addition to manufacturing the bindings,
Marker Germany also distributes bindings in Germany, sells bindings to
subsidiaries of the Company and sells to independent distributors in Europe and
other countries where the Company does not have a distribution subsidiary. The
production of Junior bindings is outsourced to a third party manufacturer in the
Czech Republic. Marker USA and Marker Japan each have their own sales forces and
marketing departments for sales and marketing of bindings and related parts
directly to retailers in the United States and to both retailers and wholesalers
in Japan, respectively. In January 1998, Marker Canada began distributing Marker
ski bindings along with other brand name sporting equipment, including Tecnica
ski boots, in-line skates, trekking boots and Volkl skis and tennis equipment.
Marker Austria distributes the Company's ski bindings in Austria through an
independent sales force.
Until March 1999, Marker Ltd., a subsidiary of the Company, designed,
distributed and sold to retailers Marker branded clothing, gloves and luggage
products for skiing and other recreational activities. On March 8, 1999, MKR
Holdings and Marker Ltd. granted Ski & Sports Recreations Company, L.L.C. an
exclusive, worldwide right to manufacture, market and sell Marker Ltd.'s apparel
and luggage products utilizing the "Marker" tradename in return for royalty
payments equal to a percentage of net sales, which ranges from 3% to 5%. Marker
has the right to terminate the license agreement in the event annual net sales
fall below a certain level. In addition, Marker and Marker Ltd. may, at any time
before March 21, 2001, acquire by assignment all of the rights of Ski & Sports
Recreation Company under the license agreement. Marker and Marker Ltd. also have
the right of first refusal through March 31, 2002 as to any sale or transfer of
the business or assets used by Ski & Sports Recreation Company, L.L.C. for the
manufacture, sale and marketing of the apparel business.
MKR HOLDINGS
Prior to November 30, 1999, the Company's business was owned and operated by MKR
Holdings. MKR Holdings was a holding company that operated its business through
its subsidiaries, Marker Germany, Marker USA, Marker Ltd., Marker Japan, Marker
Austria and Marker Canada. MKR Holdings and its subsidiaries were a leading
designer, developer, manufacturer and marketer of alpine ski bindings in North
America, Europe and Asia. Substantially all of MKR Holdings' ski bindings were
manufactured by Marker Germany, which also distributed bindings in Germany, to
subsidiaries of MKR Holdings, and to independent distributors in countries where
MKR Holdings did not have a distribution subsidiary.
On November 30, 1999 (the "Closing Date"), the MKR Holdings sold substantially
all of its assets (including the equity securities of its subsidiaries) to
Marker, a GmbH organized under the laws of Switzerland, pursuant to an asset
purchase agreement (as amended by the Amendment to the Asset Purchase Agreement
dated as of September 20, 1999, the "Purchase Agreement") between the Company
and MKR Holdings. In exchange, Marker assumed substantially all of the
liabilities of MKR Holdings and MKR Holdings received a 15% equity interest in
Marker. The remaining 85% equity interest in Marker is held by CT Sports Holding
AG ("CT"), a joint venture between Tecnica S.p.A. and H.D. Cleven, the principal
shareholder of the Volkl Group. Pursuant to the Purchase Agreement, CT was
required to contribute to Marker $15,000,000 in cash for its 85 % equity
interest in Marker. As a result of CT's purchase of 66.66% of Marker Canada in
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 6
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June 1999 for $1,025,501, CT's actual contribution to Marker, which was a
combination of debt and equity, totaled $13,974,499.
In connection with the Purchase Agreement, MKR Holdings and CT entered into an
operating agreement which, among other things, grants CT an option (the
"Option") to purchase MKR Holdings' 15% equity interest in Marker at any time on
or after November 30, 2001, at the then fair market value, subject to reduction
in an amount equal to the sum of: (a) any indemnity obligations of MKR Holdings
to Marker, (b) all unreimbursed advances from Marker for operating and
administrative expenses (currently estimated to be approximately $300,000 per
year) and costs of defending indemnifiable claims, if any, incurred by Marker,
together with interest thereon, (c) all advances by Marker to MKR Holdings to
pay any income tax liability, together with interest thereon, plus (d) $775,000.
Thereafter, MKR Holdings will be liquidated and the net proceeds of the exercise
of the Option will be distributed to the shareholders of MKR Holdings in
liquidation. In determining fair market value, all of CT's $15,000,000 transfer
has been considered equity.
In connection with the Purchase Agreement, MKR Holdings reached
agreements-in-principle regarding the restructuring of its debt and the
treatment of such debt under a plan of reorganization with substantially all of
its creditors that were impaired under the plan of reorganization. On August 19,
1999, MKR Holdings, DNR North America, Inc. and DNR USA, Inc. (collectively, the
"Debtors") filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court"). On September 22, 1999, the Debtors filed the
First Amended Joint Chapter 11 Plan of Reorganization (as amended by the
Amendment to the First Amended Joint Chapter 11 Plan of Reorganization, dated as
of October 25, 1999, the "Plan") and a related disclosure statement (the
"Disclosure Statement"). By order dated September 22, 1999, the Bankruptcy Court
approved the Disclosure Statement as containing adequate information. The
Disclosure Statement and the Plan were subsequently distributed to the Debtors'
creditors and shareholders for approval, which approval was subsequently
obtained. On October 27, 1999, the Plan was confirmed by order of the Bankruptcy
Court (the "Confirmation Order"). Pursuant to the Confirmation Order, the
Bankruptcy Court approved the Plan and the Purchase Agreement on October 27,
1999. MKR Holdings did not distribute any securities in connection with the
plan.
As a result of the events described above, MKR Holdings is no longer engaged in
the conduct of business and operates for the sole purpose of holding and
subsequently liquidating its assets (which consists almost entirely of its
equity interest in Marker). MKR Holdings is required to dissolve and liquidate
all of its assets no earlier than November 30, 2002, and no later than November
30, 2004. If the Option is not exercised prior to liquidation, then upon
liquidation, the shareholders of MKR Holdings will receive an equity interest in
Marker equal to each shareholder's pro rata share of MKR Holdings' 15% equity
interest in Marker.
COMPANY HISTORY
Marker was originally founded in 1952 by ski binding pioneer Hannes Marker in
Garmisch-Partenkirchen, Germany. Northwest Energy Corp. acquired the Company in
1981 and its headquarters were moved to Salt Lake City, Utah. Williams Companies
subsequently acquired Northwest in 1983. In 1984, Willaims Companies sold Marker
to Hank Tauber, a former head coach of the United States Women's Ski Team. The
Company went public in August 1994, selling 2.66 million shares at an offering
price of $7.00 per share.
In June 1995, the Company entered the snowboard business through a 25% equity
interest in DNR Sportsystem ("DNR"). An additional 55% of the common shares of
DNR was purchased in 1996, bringing Marker's total ownership in DNR to 80%. The
acquisition was financed through a combination of bank debt and the proceeds of
a secondary equity offering (June 1996). The Company formed DNR USA in 1997 to
manufacture snowboards at a newly constructed 56,608 square foot snowboard
manufacturing facility located in Salt Lake City. In addition, the Company
formed DNR North America and DNR Japan, as distribution companies for snowboards
and related products in the United States and Japan, respectively.
Due to a combination of slumping market growth, industry over capacity and the
Company's own financial difficulties, the Company decided to dispose of its
snowboard manufacturing operations, including the sale of its manufacturing
facility in
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 7
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Salt Lake City, and exit the snowboarding business in September 1998. Marker's
total loss from snowboarding was approximately $38 million.
In June 1998, Hank Tauber stepped down as the Company's chief executive officer.
Prior to the Board's appointment of Peter Weaver as Marker's President and Chief
Executive Officer in October 1998, a turnaround consultant was hired to serve as
interim chief operating officer and to renegotiate the Company's bank
facilities.
PRODUCTS
The Company designs, develops, manufactures and distributes ski bindings
consisting of more than 25 high quality models. The models range from high
performance racing models, such as the Logic M9.2 Turbo SC Racing and other
top-end models featuring the Company's patented Selective Control System,
Biometric Programmed Upward Release and Comshock Piston, to the children's M1.2
model. Suggested retail prices in the United States of such models range from
$120 to $395.
In addition to a ski binding's primary function of attaching a ski to a ski
boot, the binding serves as a safety mechanism. The timing of a binding's
release mechanism is significant in both its retention and release functions.
When a skier applies an amount of force to a ski binding that exceeds the safety
setting of the binding, the binding is designed to release the ski boot from the
ski in order to decrease the risk of injury to the skier. Therefore, a binding
must be designed to recognize specific levels of force exerted against it.
Marker bindings feature Logic, BioMetric, Edge Pressure System and Gliding AFD
technology. The Company's patented technology tightly couples the ski boot and
binding, resulting in a binding system that is designed not to be affected by
contamination between the ski boot and binding and provide more power to the
ski, less fatigue to the skier and added protection from injury.
SALES
Approximately 60% of the Company's total ski binding orders for each fiscal year
ending March 31 are obtained through its "Pre-Season Sales Program," which runs
from February 1st through September 15th. Marker bindings ordered under the
Pre-Season Sales Program are shipped to retailers from July through November and
are recorded by the Company as sales on the date of shipment. This results in
the recording of the majority of the Company's annual sales during its second
and third fiscal quarters. Although certain of Marker's customers have
contributed significantly to the Company's sales, no customer represented more
than 10% of its sales in any of the last three years.
Approximately 35% of the Company's total ski binding orders for each fiscal year
are obtained through its "Reorder Program," which includes products ordered
after September 15th and shipped before March 31st of each year. Bindings sold
under the Reorder Program usually include models in the Company's existing
inventory and products, which will be discontinued in the upcoming season. The
success of the Reorder Program primarily affects the Company's third and fourth
fiscal quarter results.
Approximately 5% of the Company's total ski binding orders for a fiscal year are
obtained through its Shop and Pro Programs, which offer reduced pricing on the
Company's products to retail ski shop employees, ski instructors and other
professionals in the industry. The Company believes recommendations from sales
persons and professional skiers can be an important factor in influencing
consumer decisions to purchase a particular binding brand.
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 8
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MARKETING
The Company actively advertises and markets its products. The Company spends the
majority of its advertising budget on advertisements in ski magazines such as
SKIING MAGAZINE, SKI MAGAZINE, AND POWDER MAGAZINE in the United States, and
similar magazines in foreign markets.
To increase brand recognition, in addition to offering technologically advanced
bindings, the Company aggressively markets the Marker brand name. To influence
its presence in retail shops, the Company devotes resources to maintaining and
improving its relationships with retailers and shop personnel. By conducting
in-shop sales clinics, shop employees are encouraged to recommend Marker
products to their retail customers. In addition, the Company, as part of the
United States Authorized Retailer Program, requires that all authorized retail
shops employ a technician who has been trained and certified by the Company
concerning the installation and adjustment of Marker bindings. Lastly, the
Company sells its bindings to the sales staff of its retailers and to
professional skiers at special prices so that they will be able to recommend the
Company's products as a result of personal experience.
To foster the recognition of the Marker brand name, the Company also establishes
endorsement relationships with national ski teams and racing professionals.
These endorsement contracts, which typically run from one to two years and
provide for a base payment to the racer, with additional payments for placing in
a competition. Racers endorsing and using Marker bindings have won many Olympic,
World Cup and professional ski competitions.
PRODUCT DEVELOPMENT AND INTELLECTUAL PROPERTY
In order to maintain its leadership position and to continue to offer
technologically advanced ski bindings, the Company devotes resources to
improving and developing its current and future products. The research,
development and design of its ski bindings is performed by the Company's
Research and Development Department at its plant in Eschenlohe, Germany. The
Company has developed substantially all of its proprietary technology used in
manufacturing Marker ski bindings.
Product development is a result of the integrated efforts of the Company's R&D,
Manufacturing and Sales departments, all of which work together to generate new
ideas to be incorporated into its products. The Company also regularly receives
suggestions from ski racers who use the Company's products. After the Company
decides to use a new component in a product, the R&D Department, with the
assistance of machine shop personnel, integrates the mechanical process and
refines the product design and mechanism of the developing product.
Simultaneously with the development of the internal mechanisms of its products,
the Company usually engages an external design firm to assist in the
determination of colors and the integration of shape with the new technology.
The Company has a state-of-the-art laboratory used for testing products in the
development stage as well as products currently on the market. Additionally, the
laboratory technicians regularly test products produced by the Company's
competitors.
The R&D Department continually develops new components for which the Company may
obtain patents. The Company typically files its patent applications in the name
of Marker International or the appropriate subsidiary. Patent applications have
been filed in the United States, Germany, Japan and, in certain cases, the
countries in which the Company's competitors manufacture ski bindings. The
Company has filed more than 40 patent applications over the past three years and
currently has over 130 families of patents and patent applications covering its
technology filed in numerous countries around the world, of which over 35 are
devoted to technology currently used by the Company.
The Company markets its products under a number of trademarks registered in
various countries throughout the world. The Company believes that the Marker
trademark is widely known as identifying high-quality, high-technology ski
bindings
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 9
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and is deemed to be a valuable asset of the Company. The Company is not aware of
any third party violations of its trademarks.
COMPETITION
The Company competes on the basis of the quality, technology, brand name
recognition and performance of its ski bindings and related products. Other
competitive factors include marketing and distribution methods, customer service
and the management of sales promotion activities. Marker's competitors in alpine
ski bindings include Adidas-Salomon ("Salomon" brand), Atomic ("ESS" brand), HTM
("Tyrolia" brand) and Rossignol (formerly "Geze" and "Look" brands).
PROPERTY, PLANT AND EQUIPMENT
The Company leases a 26,000 square foot combined office and western United
States distribution facility located in Salt Lake City, Utah on a short-term
basis. The lease is expires in June 2001. The Company also leases an 8,600
square foot warehouse in Manchester, New Hampshire for use as its eastern United
States distribution hub.
The Company leases a 124,146 square foot office, research and development and
manufacturing facility in Eschenlohe, Germany. Nearly all of the Company's
binding products are manufactured at this facility which houses technologically
advanced production and quality assurance machinery. The Company believes that
the facility is well suited to meet the manufacturing needs of the Company; it
is presently utilized at approximately 65% of total capacity. The lease for the
manufacturing facility expires in October 2012. Marker has an option to purchase
the facility for DM 11.8 million in September 2004. The lease was purchased by a
related party in 2000 at a discount. However, as of March 31, 2000, the terms of
the lease to Marker remained unchanged.
The Company also leases three offices in Japan from which sales and distribution
activities are directed. These offices are located in the cities of Tokyo,
Sapporo and Osaka and comprise approximately 3,500, 500 and 675 square feet,
respectively. In addition, Marker Japan leases warehouse space for inventory
storage in Tokyo and Osaka totaling approximately 12,900 and 1,075 square feet,
respectively. Management believes that these facilities are suitable for the
required operational needs of Marker Japan.
The Company also leases a 4,700 square foot facility in St-Laurent, Quebec to
house sales and administration staff for Marker Canada. Warehouse space in
Canada is leased as needed from a public warehouse.
MANAGEMENT
In October 1998, Marker's Board appointed Peter Weaver as President and Chief
Executive Officer. Mr. Weaver previously worked for Marker before leaving for a
seven-year stint as President of Easton Technical Products. At Easton, he was
responsible for growing the company's archery and mountain product lines. During
his previous tenure at Marker, Mr. Weaver's roles included President of Marker
USA and Managing Director of Marker Germany. Peter has been involved with
sporting goods manufacturing and marketing since 1973. He holds a BA from
Amherst College and a MS from University of Pennsylvania.
INGRID GENAU IS A MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF MARKER
GERMANY. She has been the CFO of the operations company in Germany since
September 1999. Ms. Genau is a business and accounting executive with over 15
years of experience in aerospace and sporting goods. Her prior experience
includes CFO of Mistral/North Sails, a manufacturer and marketer of sailboards,
sails, and clothing. Prior to Mistral/North Sales, she was a controller for
Dornier, a German aircraft company.
SHAUN MORRIS IS THE PRESIDENT OF MARKER CANADA. Mr. Morris is the former
President of Benetton in Canada. He is also a long time ski industry executive,
experienced with skis, boots, bindings, accessories and apparel.
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 10
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EIICHI ISOMURA IS THE PRESIDENT OF MARKER JAPAN. He is also the president of two
other Japanese companies, Isomura Sangyo Kaisha Ltd. and Isomura. He was trained
as an engineer in Germany. Mr. Isomura has a strong background in operations
over the last 35 years.
EMPLOYEES AND LABOR RELATIONS
Marker's non-unionized workforce consists of approximately 344 full-time
employees and 19 part-time employees. Of these, 229 employees are involved in
production, 61 in selling, 13 in warehousing and shipping, 47 in general
administration, and 13 in research and development.
STRATEGY
To meet the Company's goal of returning to profitability, generating an
operating profit margin of at least 12%, and growing the Company through
strategic partnerships in the winter sports business and brand licensing, Mr.
Weaver has communicated the following strategic imperatives:
- Renewed emphasis on alpine ski bindings as the core business.
- Maintaining Marker's position as the technological leader in alpine
bindings.
- Operational planning and control will be shifted to the Company's
manufacturing and product development facilities in Eschenlohe,
Germany. Marker Germany will assume centralized planning authority as
a means of assuring integral linkage among global forecasts, demand,
production and inventory management.
- Marker International will function only as a holding company to
account for group activities.
- The apparel business (previously operated as Marker Ltd.) has been
licensed to and financed by third parties, with a buy back provision
included in the licensing agreement.
OPERATIONAL DIRECTIVES
Going forward, Marker intends to operate under the following assumptions:
- Pricing to be established by local subsidiaries or distributors based
upon competitive factors at price points in each market.
- Maintenance of market share levels will not be at the expense of
supporting reasonable operating margins.
- Aggressive reorganization of the German assembly operations to match
industry demand requirements and increase plant efficiency. The recent
automation of the heel assembly process has yielded substantial
efficiencies and the toe assembly process has been targeted as the
next area for improvement. A highly reputed independent German
consulting group has been hired to lead the production reorganization
initiative. Annual cost savings after investment have been estimated
at $6.3 million and will reach full run rate by fiscal year 2003.
- Production levels will be continuously monitored against actual sales,
to maximize flexibility in maintaining reasonable minimal inventory
levels.
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 11
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- Overhead and operating expenses will be reduced to levels commensurate
with projected sales levels and target profitability.
- R&D expenditures will be maintained at current levels (2.8% of sales).
- Intercompany charges will be utilized only for product transfer in the
ordinary course of business and fee payments.
- Potential inventory obsolescence to be covered by establishing and
maintaining prudent inventory reserves.
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 12
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ECONOMIC OVERVIEW AND OUTLOOK
OVERVIEW U.S. NATIONAL ECONOMY
The United States economy sailed into 2000 with a strong tail wind behind it. In
fact, underpinned by higher stock prices, rising personal income levels,
increasing real estate values, and a tightening job market (all of which are
contributing to a sense of well being throughout the country), there wasn't even
the slightest hint of a slowdown in growth as the year got under way. The 5.7
percent and 6.9 percent growth rates that were recorded in last year's third and
fourth quarters, respectively, will probably not be matched in the months ahead.
Nevertheless, there could well be enough momentum still in place for growth to
approximate 4 percent in the first quarter of 2000 and 3.5-3.7 percent for the
year as a whole.
The uptrend is still broadbased. In fact, relatively few sectors are not
participating. Global competition, for example, is still intense in industries,
such as steel, tires, and machinery, and the resultant pressure on pricing is
constraining profitability. But even in these areas, consumption remains high
enough so that once supply and demand come into better balance on the world
stage - as international growth accelerates - these struggling sectors should
revive. Elsewhere, the picture is brighter, as the trends in earnings continue
to stay healthy. Indeed, the so-called new economy, covering such areas as the
Internet, computer software, electronics, telecommunications equipment, and
semicondutors, is doing particularly well, with demand in these areas very often
now outstripping the available supply.
The expansion of the U.S. economy is traceable to several factors. First, and
foremost, there is the staying power of the bull market, with the unprecedented
increase in equity prices over the past decade putting a vast store of spending
power in the hands of the public. Rising real estate values have created added
wealth, as have high employment levels and steadily increasing personal income.
The so-called wealth effect has led to consistently high levels of spending on
autos, houses, and retail goods. The foregoing strength in consumer demand is
helping to keep industrial production and factory utilization at elevated
levels.
These increases have not come in a straight line, however. Indeed, there have
been periods in which growth slackened noticeably. On balance, though, the
benefits of low inflation, stable interest rates, and significant improvements
in productivity have made this expansion one of the most durable on record.
VALUE LINE expects the business expansion will continue in the months ahead, but
not at the hectic pace seen over the past several months. The principal reason
for caution is the increase in interest rates over the past year. Specifically,
long-term rates, which largely reflect inflationary expectations, and which are
here represented by the 30-year Treasury bond, have increased from around 4.75
percent in late 1998 to currently about 6.1 percent. Short-term rates, including
the Federal Funds rate, are set by the Federal Reserve. They've jumped sharply
as well, as the Fed has tightened the monetary reins on four separate occasions
over the past year.
The lead bank, which functions as the nation's inflationary watchdog, has
tightened its monetary grip because it is worried that the sharp increases in
business activity over the last several quarters will result in a rise in
inflation before too much longer. The Fed is not only concerned about the jump
in oil prices (such quotations recently surged above $30 a barrel for the first
time since the end of the Persian Gulf War in 1991), but is also concerned about
the sharp rise in the Employment Cost Index during the fourth quarter. (That
index rose by a strong 1.0 percent during the period, with fringe benefit costs
gaining 1.4 percent, the largest increase in that category in seven years.)
The increase in interest rates should help to slow the rate of GDP growth by
making it more costly to borrow to finance a car, a home, and an array of other
retail purchases. Industrial activity, too, should slacken, as lower consumer
demand will place limits on any increases in industrial production. Finally,
higher interest rates hurt the performance of equities. Stocks, in fact, have
been under pressure for much of the year so far. Should that persist, the wealth
effect, so pivotal in providing support for the business up cycle, would
suddenly become less of a factor.
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 13
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According to VALUE LINE, the Fed is tightening in small increments now to avoid
having to take more drastic action later on. The Fed is expected to raise rates
two more times in the next few months. (In his recent Humphrey-Hawkins
testimony, Fed Chairman Greenspan suggested strongly that the bank would again
be increasing rates.) Such pre-emptive moves should gradually bring growth back
down to the 3 percent range. That's where the lead bank would probably be most
comfortable. Price inflation, with the help of a projected increase in oil
production in the spring, should remain fairly muted going forward.
A key risk, albeit not a major one as yet, is that the Fed will raise rates too
aggressively in its efforts to curb growth and, in the process, bring on a
recession. VALUE LINE believes that the inflation threat is as dire as some of
the pessimists contend, as pricing power remains limited because of the intense
level of overseas competition and the aggressive cost cutting in key domestic
high-tech markets.
ECONOMIC GROWTH
As noted above, growth really stepped up a notch in the final half of 1999, and
it will likely stay strong in the opening quarter of this year with GDP probably
increasing by around 4 percent. Thereafter, the combination of higher long-term
rates and the aforementioned tightening moves by the Federal Reserve Board
should cause growth in the areas of housing, retail spending, industrial
production, and employment to slow sufficiently for growth to average 3.5-3.7
percent for the year as a whole.
INFLATION
Notwithstanding the strong rate of GDP growth cited above, VALUE LINE does not
expect inflation to increase. The surge in oil prices is discomforting, as are
the increases in labor costs. On the whole, though, the price indexes continue
to behave well, with the latest data on producer and consumer prices being
especially reassuring. Moreover, it is not expected that things will change much
over the balance of 2000, unless the aforementioned rise in oil prices has
further to go or unexpected shortages on the labor front evolve. Overall, it is
forecasted that the Producer Price Index will rise by 2.2 percent this year, and
that the companion Consumer Price Index will increase by 2.5 percent.
INTEREST RATES
Here, too, comparative stability is expected to prevail in the months ahead. At
most, two more rate increases by the Fed will occur, if forecasted GDP growth
stays on track. Thirty-year Treasury bond rates, which have declined by nearly
three-quarters of a percentage point in recent weeks (and now yield about 6.1
percent), could well ease further in the months ahead if the pessimists' worst
fears on inflation are not realized.
CORPORATE PROFITS
Corporate profits were up nicely last year, especially in the second half.
What's more, strong demand in most sectors, superb cost controls, sufficient
pricing flexibility, and rising productivity in a high-tech driven age are
likely to help promote further gains in the current year. Of course some
pressures would likely evolve as growth slows, in line with forecasts. But if
this deceleration is as modest and orderly as expected, the damage will be
contained. In all, profits are estimated to increase by 5-10 percent in the
aggregate in 2000, a rate that shouldn't prove especially disruptive to the
financial markets.
STOCK MARKET
Equity investing, which has been a most profitable endeavor for much of the past
decade, has been far less rewarding thus far this year. The Dow Jones
Industrials and the Standard & Poor's 500 are lower for the year to date,
although the NASDAQ, buoyed by buying in the high techs, is up, as is the
Russell 2000, the principal small-cap proxy. Overall, however, investors
continue to be rather skittish, with a lot of equity market participants
concerned about excessive GDP growth, the threat of higher inflation, the
potential for a bevy of interest rate increases by the Federal Reserve, and the
possibility of developing pressures on corporate profits if the Fed overreacts
on the credit front, as is possible.
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 14
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This having been said, however, VALUE LINE believes that the long bull market,
supported by benign global economic conditions, still has further to go. Stock
prices, of course, are still quite high, especially in the technology sector,
and these elevated quotations increase the potential for sharp price declines in
the event of unsettling news. On the whole, though, VALUE LINE remains positive
for the long term, but caution that the months ahead could well be volatile as
Fed monetary policy unfolds.
SOURCE: Value Line Investment Survey, March 3, 2000
JAPANESE ECONOMIC OVERVIEW
The Japanese economy has not yet got out of the severe situation, as the
recovery of aggregate demand remains weak. However, activities continue to
improve moderately, through the influence of various policy measures and of the
Asian economic recovery. As positive activities by firms have begun to be
observed, there are gradual movements towards an autonomous recovery.
Personal consumption remains recovered from a decline at the end of last year,
but it is not yet in an increasing trend. This is because income is sluggish.
The level of housing investment is higher than a year ago, but is decreasing
from the high level seen at the beginning of the year, mainly because of
owner-occupied housing. The decrease in investment in plant and equipment is
coming to an end. Firms, especially those in the manufacturing sector, have
become more positive toward investments and recoveries are spreading.
The level of public works is considerably lower than the high level seen a year
ago, although the effects of the second supplementary budget are coming out.
Inventory adjustments have broadly finished, and industrial production keeps
gradually increasing. The employment situation remains severe, with the
unemployment rate recorded at its highest level, despite continued increases in
overtime hours worked and in job offers. Corporate profits are improving, and
confidence has further improved, although it remains at a low level. Domestic
wholesale prices remain almost at the same level, while consumer prices are also
stable.
The Japanese Government aims to realize a smooth baton pass, toward a full-scale
recovery, from public to private demand and to establish a new solid foundation
for economic development in the 21st century.
Exports and imports, especially those to and from Asia, are increasing. As for
the balance of international payments, surpluses registered in the trade and
service account remained flat, although an increase was seen after a decline at
the end of last year. The exchange rate of the yen against the U.S. dollar
(interbank spot central rate) depreciated to the 107 level after appreciating to
the 105 level in mid-March, but ended the month at the 105 level.
FINANCIAL SITUATION
Short-term interest rates remained constant until mid-March when they first rose
and then declined slightly later on in the month. Long-term interest rates
declined slightly in early March before rising and then declining slightly again
later on in the month. Stock prices fell until mid-March, and thereafter rose.
The money supply showed a year-on-year increase of 2.1 percent in February.
Although the feeling of stringent corporate financing has been mitigated,
lending by financial institutions remains stagnant.
SOURCE: European Institute of Japanese Studies, April 2000
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 15
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EUROPEAN ECONOMIC OVERVIEW
In a speech to a European Parliament committee in Brussels, European Central
Bank President Wim Duisenberg said increasing euro-zone employment, higher rates
of capacity utilization and strong growth abroad support predictions that
economic expansion in the currency block will exceed 3 percent this year and
next, up from 2.4 percent in 1999.
Mr. Duisenberg continued the bank's warnings on inflation. The rise in oil
prices will continue to put pressure on consumer prices, which rose 1.9 percent
in May. Interest rates haven't likely peaked yet, though a pause in tightening
is likely. The euro-zone's two economic laggards were Germany and Italy, though
both countries are now showing signs of recovery.
AUSTRIA
Real GDP growth in Austria was 2.0 percent in 1996, then decreased to 1.2
percent in 1997. GDP growth rebounded in 1998 to 2.9 percent, and is expected to
be at 2.0 percent for 1999. The deterioration of the international economy led
to a considerable slowdown in the second half of 1998, although it was offset
partially by strong domestic demand. There was only a gradual recovery during
the first half of 1999, but the stabilization of the international economy and
continued buoyancy of domestic demand led to a massive jump by 1.7 percent on
the quarter in seasonally adjusted terms in the third quarter of last year.
Private consumption in 1999 was partially driven by a moderate rise in
unemployment and by low inflation driving up the increase of purchasing power.
Inflation accelerated somewhat in the fourth quarter but this was probably more
than offset by an acceleration of labor demand. Consequently, no significant
slowing down of private consumption growth in the fourth quarter is expected and
estimated private consumption growth for 1999 is 2.4 percent.
FRANCE
French industry has grown more competitive in recent years, fueling
stronger-than-average growth. However, government reforms are still needed to
assure that the good times continue. France's economy grew 2.9 percent last
year, compared with 2.4 percent in the entire euro zone, and outpaced all other
large economies in Europe. The healthy growth rate helped push the jobless rate
down to 10.6 percent from 11.5 percent in 1998. It has since continued to
decline, hitting 9.8 percent in April, the lowest level since 1991.
GERMANY
GDP growth in Germany is looking optimistic. Western German firms felt in May
that business conditions were at the best level in more than nine years.
Germany's main economic barometer, the Ifo survey of business sentiment, rose to
102.1 points, more than the expected 101.4, and up form April's reading of
101.2. That is the highest level since March 1991, when the economy boomed
following reunification of West and East Germany. GDP growth in Germany in the
first quarter of 2000 was 0.7 percent.
ITALY
Italian gross domestic product grew in the first quarter by 1.0 percent and 3.0
percent on the year 2000, well above consensus forecasts of 0.6 percent and 2.4
percent, respectively. That was also a faster pace than Germany and France's 0.7
percent rise. Together, Germany and Italy form half of the currency block's
output. In 1999, Italy's GDP grew 1.4 percent, confirming Italy as the worst
euro-zone performer alongside Germany last year.
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 16
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INDUSTRY OVERVIEW - SPORTING GOODS MANUFACTURING
Marker designs, develops, manufactures and markets alpine ski bindings in North
America, Europe and Asia. The Company is part of the larger outdoor specialty
market and, as such, the following will provide a brief overview of this
industry.
U.S. OUTDOOR SPECIALTY MARKET OVERVIEW
According to a survey conducted by OUTDOOR RETAILER magazine, the primary
activities marketed by the U.S. specialty sporting goods sector include:
- Backpacking (reported by 59 percent of all retailers)
- Camping (55 percent)
- Paddlesports (34 percent)
- Snowshoeing (34 percent)
- Adventure Travel (32 percent)
- Rock Climbing (32 percent)
- Fly-Fishing (29 percent)
- Mountaineering (29 percent)
- Nordic Skiing (29 percent)
- Mountain Biking (28 percent)
- Hunting (26 percent)
- Trail Running (26 percent)
- Snowboarding (23 percent)
- Alpine Skiing (22 percent)
- Bait Fishing (17 percent)
- Nature Observation/Birding (17 percent)
- Inline Skating (12 percent)
- Team Sports (9 percent)
- Scuba (8 percent)
- Outdoor Photography (6 percent)
In 1998, the outdoor specialty industry reported total sales of $4.8 billion,
down from $5.2 billion in 1996. With respect to specific categories, gear
comprised the largest individual market segment (at 31 percent), followed by
apparel (30 percent), footwear (22 percent) and accessories (17 percent). Of
those retailers who recorded sales increases in 1998, 70 percent generated
growth of less than 10 percent, while 26 percent enjoyed an 11 to 30 percent
gain. Finally, the remaining 4 percent experienced a rise of 31 percent or
higher. In terms of sales decreases, 83 percent of affected retailers endured
losses of 10 percent or less, while only 17 percent reported a decline between
11 and 30 percent.
On a broader scale, nearly a third (28 percent) of all outdoor specialty
retailers generated between $250,000 and $500,000 in annual sales volume in 1998
(compared to 16 percent in 1997), while another 26 percent earned $500,000 to $1
million (a 2 percent increase over the previous year's level). On the upper and
lower extremes of the market, 23 percent produced annual sales volumes of over
$1 million, while the same number (23 percent) registered $250,000 or less in
revenues.
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 17
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MARKET SEGMENTS - GEAR
At 31 percent (or $1.49 billion) of total industry sales volume, gear was the
largest individual market segment in 1998. With respect to particular companies,
The North Face remained the number-one gear vendor, followed by Lowe Alpine
Systems and Mountain Hardwear (in a tie for second place). Cascade Designs was
third, edging out Marker, Dana Design, and Sierra Designs (who all finished tied
for third place in 1997). Other runners-up included Johnson Worldwide
Associates, Marmot, Osprey, and Trek. All told, 33 percent of outdoor retailers
earn $50,000 or less from gear, while 57 percent make between $50,000 and
$500,000. Elsewhere, only 10 percent earn $500,000 or more from gear sales.
MARKET SEGMENTS - APPAREL
At 30 percent (or $1.44 billion) of total sales volume, apparel was the
second-largest market segment in 1998. Columbia Sportswear was the leading
apparel vendor, followed by Patagonia and The North Face (who tied for second).
Woolrich bounced back from a sub-par 1997 to reclaim third place, while other
runners-up included Gramicci, Lowe Alpine Systems, Marmot Mountain Ltd.,
Mountain Hardwear, and Royal Robbins. In addition, Filson and Walls also enjoyed
good years, primarily due to strong popular enthusiasm for hunting and
fly-fishing. In terms of revenues, 40 percent of outdoor retailers earn $50,000
or less from apparel, while 48 percent make between $50,000 and $500,000.
Elsewhere, 12 percent earn $500,000 or more from apparel sales.
MARKET SEGMENTS - FOOTWEAR
At 22 percent (or $1.06 billion) of total sales volume, footwear was the
third-largest sector in 1998. Vasque, Salomon, and Hi-Tec were the top three
footwear vendors, with the latter company replacing Nike in the top three. Other
runners-up included Adidas, Asolo, Merrell, Nike, and Teva. All told, 57 percent
of outdoor retailers earn $50,000 or less from footwear, while 34 percent make
between $50,000 and $500,000. Elsewhere, only 9 percent earn $500,000 or more
from footwear sales.
MARKET SEGMENTS - ACCESSORIES
At 17 percent ($816 million) of total sales volume, accessories was the smallest
individual market segment in 1998. With respect to specific companies, Peregrine
Outfitters was the number-one accessory vendor, with Adventure 16 in second
place (a reversal of 1997, when Adventure 16 took first and Peregrine Outfitters
was second). Liberty Mountain/ABC and Outdoor Research tied for third place,
replacing Cascade Designs, who joined fellow runners-up Eagle Creek and Smith
Sport Optics. In terms of revenues, 51 percent of outdoor retailers earn $50,000
or less from accessories, while 46 percent make between $50,000 and $500,000.
Elsewhere, a mere 3 percent earn $500,000 or more from accessory sales.
U.S. CUSTOMER PROFILE
The core customer base for the outdoor specialty industry continues to be males
and females aged 26 to 40. Recently, however, a younger crowd has entered the
market, with 11 percent of retailers reporting growth in the under-18 male
customer segment and 12 percent reporting an increase in females from this same
age group. Although these totals may seem small, they represent a one- percent
increase for males and a five- percent increase for females. Additionally, 48
percent of retailers noted larger numbers of male customers age 19 to 25, while
41 percent reported more females from this age bracket. All told, figures for
both males and females aged 19 to 25 are up 10 percent from the 1997 total.
Lastly, outdoor specialty shops are also attracting more business from the 41
and older crowd, with 44 percent of merchants observing an increase in the
number of male customers aged 41 to 55 years old. With respect to females in
this category, 39 percent of retailers reported growth, nearly doubling last
year's percentage. Furthermore, the senior customer base also rose by about 7
percent.
In order to attract and retain customers, outdoor specialty shops utilize a wide
variety of marketing tactics, from conducting demonstrations (68 percent of all
reporting establishments) to sponsoring in-store promotions (60 percent), with
or without vendor or sales representative support. In addition, 58 percent hold
clinics, while another 32 percent present slide shows and lectures.
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 18
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END OF SEASON UPDATE - RETAIL SALES IN THE UNITED STATES
A solid March following a super February propelled retail sales of all snow
sports products to a new high water mark of $2.3 billion and put the 1999-00
winter season 4.2 percent ahead of the prior year. The last three months of the
season (January through March) saw the industry recover from a 7.2 percent
deficit at the end of December to post a positive gain by the end of the year,
according to the fifth and final SIA Topline Retail Audit of the winter. The
SnowSports Industries America Retail Audit tracks sales of winter sports
products at the retail level.
Leading the late season surge -- as they had all season -- were sales of
snowboard equipment and apparel. Sales of snowboard related merchandise the past
winter was up 33.7 percent compared to last year, to $338.9 million, and
snowboard products accounted for 15 percent of all snow sports sales. Growth in
snowshoes and helmets also contributed to the boom.
Total dollars recorded at combined specialty store and chain store outlets this
past winter was $2.3 billion. All equipment sold at retail was $895.3 million
while all apparel was $772.7 million and all accessories were $659.4 million.
The two hottest categories for the year were helmets, with combined sales of
$53.3 million, and snowshoes that checked in with $16.3 million.
All equipment sales at specialty ski and snowboard shops were up 1.4 percent in
dollars while apparel was up 9.3 percent and accessories were up 11 percent
compared to last year. But, alpine equipment fell 3.3 percent with skis up 2.7
percent and boots down 11.3 percent. Snowboard equipment was up 32.2 percent
with boots up 35.9 percent and boards showing a 28.8 percent gain.
All equipment at chain stores showed a 29.1 percent decrease while all apparel
was up 4.6 percent and accessories jumped 29 percent. Alpine equipment had a
43.6 percent drop in the chains and skis went downhill with a 40.6 percent
decrease. On the other hand, snowboard gear displayed a 58.6 percent increase
with boards up 65.8 percent and boots topping out with a 71.1 percent increase.
The SIA Retail Audit captures cash register receipts from more than 700 retail
outlets. The data is extrapolated to generate retail sales activity for the U.S.
snow sports retail market.
WORLDWIDE ALPINE SPORTS EQUIPMENT OVERVIEW
ALPINE SKI EQUIPMENT MARKET
A decline in worldwide participation has hampered the alpine ski equipment
market. This trend has been driven by four key factors: (1) aging global
population (participation dramatically declines in the over 50 age group), (2)
migration to snowboarding, at the expense of alpine skiing, especially among new
participants, (3) continued escalation of costs related to the ski experience
(transportation, lodging, lift tickets, etc.) combined with the increased
competitiveness for the entertainment dollar and (4) an increasing percentage of
participants who are renting rather than buying skis. As a result, the alpine
ski equipment market has been flat to slightly declining over the last five
years.
Ski sales have fallen 0%-2%, even with the introduction of parabolic and carving
skis. Boot sales have fallen from between 3%-5%, with excess inventory buildup
and the absence of product innovation. Sales of bindings have fallen the most
from between 5%-8%, also partly attributable to excess inventory and lack of
product innovation.
WORLDWIDE SKI BINDING MARKET
The worldwide alpine binding market is currently estimated at 4.1 million pairs
or $220 million in wholesale value. From the 93/94 season to the 97/98 season,
sales of bindings in the United States, Germany and Japan fell from 3.65 million
units
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 19
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to 2.1 million units, with the value falling from $308.9 million to $163.8
million. Second tier markets, including Austria, Canada, France, Italy and
Scandinavia, have also experienced declines over the same period.
Alpine ski bindings are generally characterized as a commodity product. Market
research shows aesthetics as the dominant customer-buying trait across most
price points, with technological advantages having a greater impact on higher
end products. The market is segmented by category and established price points,
requiring product offerings for each price point in all segments (adult, junior
and rental markets).
Shifts in retailers' historic buying patterns have pressured manufacturing
(compression in product delivery lead times) and distribution operations,
negatively impacting profit margins. Large carryover inventory levels at
retailers have depressed wholesale sales volumes and pressured prices. In
addition, retailers have become increasingly reluctant to hold and finance
inventory, resulting in a larger proportion of product being ordered in Reorder
(October-February) and Closeout (January-March) periods.
Historically, industry profitability has been constrained by high fixed costs
with the bulk of industry manufacturing located in high labor cost countries and
outsourcing not being used as an effective means of cost reduction. Increases in
sales and marketing and R&D expenditure requirements necessary to combat falling
demand have yielded a decline in industry operating margins from 12% to 8%.
Analysts' forecasts call for a gradual flattening out of industry performance
through the 1999/2000 season, with total units sold falling from 0%-5%. Limited
top-line growth opportunities increase the importance of differentiating
commodity products through brand name awareness, brand extension and product
innovation. In addition, the binding and broader ski and winter sports equipment
market will follow the continued consolidation of the overall global sporting
goods market. For acquirers, consolidation offers removal of capacity by
acquiring competitors, leveraging of strong brand names over multiple segments
to yield greater power with retailers, and allocation of distribution, R&D, and
sales and marketing costs over a larger revenue base. Other trends driving
industry consolidation include the slowing of sales in core markets for
traditional footwear and apparel giants (Adidas-Salomon, FILA, Nike and Reebok)
and sporting goods distributor and retailer consolidation (resulting from excess
retailer capacity and inventory, exacerbated by the emergence of the
"superstore" concept).
MARKER'S WORLDWIDE MARKET SHARE
Total pairs of ski bindings sold worldwide in 1999 were estimated to be
4,176,000. In 2000, total ski bindings sold worldwide declined approximately
4.6% to 3,985,000 units. Marker expreienced a similar decline in total pairs of
ski bindings sold, with total units sold worldwide declining from 949,671 in
1999 to 910,414 in 2000, which was a decline of 4.1%. Marker's worldwide market
share remained fairly constant in 1999 and 2000. Marker's worldwide market share
in 1999 was 22.7% compared to 22.8% in 2000.
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 20
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FINANCIAL REVIEW
The financial performance of Marker deteriorated during the period examined in
this report, comprised of the fiscal years ended March 31, 1995-2000. Exhibit #1
presents the historical income statements of the Company for the period. Exhibit
#2 reflects income statement data as a percent of sales, while Exhibit #3
reflects income statement item growth rates. Selected financial ratios for the
Company are presented in Exhibit #4.
Sales during the 1995-2000 period decreased from $83.96 million to $56.24
million. Over the period examined, sales decreased at a compound annual rate of
7.7%. Sales had grown at a rapid rate from the time of the Company's inception
through 1995. In 1995, the Company entered the snowboard business through a 25%
equity interest in DNR Sportsystem ("DNR"). An additional 55% of the common
shares of DNR was purchased in 1996, bringing Marker's total ownership in DNR to
80%. Due to a combination of slumping market growth, industry over capacity and
the Company's own financial difficulties, the Company decided to dispose of its
snowboard manufacturing operations and exit the snowboard business in September
1998. By the time the Company exited the snowboard manufacturing business in
1999, it had lost a total of approximately $38 million.
During the 1997-2000 period, the sale of the Company's primary products, ski
bindings, also slumped. Total units sold declined from 1.29 million pair in 1997
to 905,300 pair in 2000. The value of ski binding sales declined from
approximately $72 million in 1995 to approximately $46 million in 2000. Several
factors contributed to the decline in the sale of the Company's ski bindings.
Generally, retail sales of ski equipment declined during the 1995-2000 period.
Also, the Company had a functional problem with its rental binding, which
impacted the sales in that market segment in the past two years.
During the 1995-2000 period, earnings decreased from $4.1 million in 1995 to a
loss of $48.0 million in 1999. In 2000, the Company had a loss of $7.7 million.
Cost of sales as a percent of revenues increased from 58.2% in 1995 to 72.6% in
2000, averaging 65.3% for the six-year period. Gross margin decreased
correspondingly during the period, from 41.8% in 1995 to 27.4% in 2000. Selling
and administrative expenses as a percent of total revenue increased from 31.2%
in 1995 to 38.8% in 2000. Income from operations declined between 1995 and 2000
from 10.6% in 1995 to a loss of 11.4% in 2000. Net margin also declined during
the six-year period from a positive net margin of 4.9% in 1995 to a negative net
margin of 13.7% in 2000.
Marker's total asset turnover ratio, which measures the efficiency with which
the assets of the firm are utilized, improved somewhat during the six-year
period, from 1.0 times in 1995 to 1.3 times in 1999. In 2000, the asset turnover
ratio was 1.1 times, averaging 1.0 times for the six-year period. Receivables
turnover trended downward from 3.9 times in 1995 to 3.2 times in 2000, averaging
3.5 times for the six-year period. Inventory turnover, however, trended upward
during the six-year period, increasing from 1.7 times in 1995 to 2.6 times in
2000, averaging 2.0 times for the period. The Company's net fixed asset turnover
ratio also improved somewhat between 1995 and 2000, increasing from 6.5 times in
1995 to 10.0 times in 2000.
Marker was profitable in three of the six years examined in this report. Net
income as a percent of sales was 4.9% in 1995, 3.9% in 1996 and 5.5% in 1997. In
1998-2000, however, the Company reported significant losses. Net loss as a
percent of sales was 21.3% in 1998, 64.7% in 1999 and 13.7% in 2000.
Exhibit #5 presents the Company's balance sheets as of March 31, 1995-2000.
Exhibit #6 presents balance sheet data as a percent of total assets. The balance
sheets reflect an increase in the Company's financial risk over the period.
Total debt as a percent of total assets increased from 77.9% in 1995 to 84.6% in
2000 (adjusted). The Company's long-term debt to equity also increased during
the period, from 1.2 times in 1995 to 1.4 times in 2000 (adjusted). The
Company's liquidity, as measured by the current ratio, declined during the
1995-2000, decreasing from 1.6 times in 1995 to 1.2 times in 2000. The Company's
interest coverage ratio declined over the 1995-2000 period, from 2.1 times in
1995 to a negative 1.5 times in 2000.
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 21
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In summary, the Company experienced a significant decline in revenue and
profitability over the six-year period examined in this report. In addition, the
Company's financial risk increased somewhat during the period. The overall
financial performance of the Company was poor for the three-year period of
1998-2000.
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 22
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CROSS SECTIONAL ANALYSIS
To acquire a better impression of Marker's fiscal 2000 performance, its record
is compared with the average experience of other sporting goods manufacturers.
Financial data on companies in the sporting goods manufacturing industry is
collected by Robert Morris Associates, Philadelphia, Pennsylvania, and published
in that company's Annual Statement Studies. Although the activities of the
companies in the group may not be totally consistent with those of Marker, the
information is nevertheless considered representative of firms engaged in the
same types of activities as the Company. As such, the data provide a reasonable
backdrop for a comparative analysis of the Company's performance.
Exhibit #7 displays selected 2000 statistics for Marker and the average of other
sporting goods manufacturing companies. Several interesting differences are
evident. The Company had a somewhat different asset composition in 2000 when
compared with the industry average, with more cash as a percent of total assets
(10.4% vs. 4.9%), higher accounts receivable as a percent of assets (33.8% vs.
28.1%) and higher inventory as a percent of assets (30.7% vs. 27.7%). As a
result, the Company's total current assets as a percent of total assets were
higher than the industry average (76.7% vs. 63.2%) and the Company's net fixed
assets as a percent of total assets were lower than the industry average (10.9%
vs. 18.1%).
The Company's 2000 capital structure was significantly different than that of
the industry average. The Company's total debt (adjusted) as a percent of assets
was significantly higher than the industry average (84.6% compared to 55.1%).
The Company's long-term liabilities as a percent of assets were also greater
than the industry average (21.0% vs. 16.1%) as were current liabilities as a
percent of assets (63.6% vs. 34.9%). As a result, the Company's adjusted net
worth as a percent of assets was significantly lower than the industry average
(15.4% vs. 44.9%).
Marker's 2000 gross margin was lower than the industry average (27.4% vs. 34.6%)
and the Company's operating expenses as a percent of sales were higher than the
industry average (38.8% vs. 27.9%). As a result, Marker's operating income as a
percent of sales was negative at 11.4% compared to the industry average positive
operating income margin of 6.7%. Likewise, the Company's loss before tax as a
percent was 13.6% compared to the industry average income before tax as a
percent of sales of 4.6%.
Accounts receivable turnover for Marker was lower than that of the industry
average (3.2 times vs. 4.8 times), as was the Company's inventory turnover ratio
(2.6 times vs. 3.6 times). The Company's fixed asset turnover was somewhat
higher than the industry average (10.0 times vs. 9.0 times). The Company's total
asset turnover ratio, however, was somewhat lower than the industry average (1.1
times vs. 1.3 times).
The 2000 profitability of the Company, as measured by before-tax return on
assets, was significantly inferior to the industry average. The Company reported
a before-tax loss as a percent of assets of 14.8% compared to an industry
average pre-tax profit as a percent of sales of 5.4%.
Finally, Marker's overall financial risk appears to be greater than that of the
industry average. The Company's liquidity, as measured by the current ratio, was
lower than the average of the industry (1.2 times vs. 2.1 times), as was its
quick ratio (0.7 times vs. 1.1 times). The Company's total debt to equity ratio
was significantly higher than the industry average (5.5 times vs. 1.7 times).
Finally, the Company's interest coverage ratio was negative at 1.5 times
compared to the industry average positive interest coverage ratio of 2.3 times.
In summary, the overall 2000 financial performance of the Company was inferior
to that of the average company in the industry in many respects. The Company
reported a significant loss compared to the overall profitability of the
industry sample group. The Company's receivables turnover ratio was somewhat
lower than the industry average, as was its inventory turnover ratio. Finally,
the financial risk of the Company, as measured by total debt to equity, current,
quick and interest coverage ratios, was significantly inferior to the industry
averages.
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 23
<PAGE>
ESTIMATES OF VALUE
OVERVIEW
Four widely recognized approaches are used to estimate the fair market value of
Marker's common stock as of March 31, 2000: book value, transaction value,
market value (derived from market value ratios of similar firms), and income
value (based on the present value of future benefits). As previously stated, the
uncertainty inherent in the valuation process most likely will cause these
differing methods of valuation to produce different estimates of value. Before
estimates of value can be made, however, the nature of the security being valued
and the expected income of Marker must be discussed.
NATURE OF THE SECURITY
The value of a security is influenced by many of its characteristics, including
control and marketability.
CONTROL: The market value of public securities normally reflects the minority
interest being traded. The price of a successful tender offer seeking control is
usually higher than previous minority trades and reflects the value of the
premium for control. This report determines the value of the Company on a
controlling interest basis. Thus, a control premium is applicable.
CONTROL PREMIUM
The value of control depends on the shareholder's ability to exercise any or all
of a variety of rights typically associated with control. Common prerogatives of
control include:
- Elect directors and appoint management
- Determine management compensation and perquisites
- Set policy and change the course of business
- Acquire or liquidate assets
- Select people with whom to do business and award contracts
- Make acquisitions of other companies
- Liquidate, dissolve, sell out, or recapitalize the company
- Sell or acquire treasury shares
- Register the company's stock for public offering
- Declare and pay dividends
- Change the articles of incorporation or bylaws
In reviewing the prerogatives of control, it is apparent that the owner of a
controlling interest in a company enjoys some very valuable rights that the
owner of a minority interest does not have. There are many factors, however,
which may limit the ability of a majority owner to exercise those rights.
Therefore, even if a shareholder or group of shareholders owns more than 50% of
a company's stock, it may not have all of the benefits of control. In addition,
minority owners may enjoy some significant rights through their ability to cast
important swing votes. It is therefore not enough to say that a control value is
appropriate for any ownership of more than 50%, nor is an interest of less than
50% always valued strictly as a minority interest. The extent of control premium
or minority discount in a given situation is often a matter of degree. Factors
that affect the degree of control that can be exercised include the following: o
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 24
<PAGE>
- Cumulative versus noncumulative voting
- Contractual restrictions
- Effects of regulation, including state statutes
- Financial condition of the business
- Effects of distribution of ownership
CONTROL PREMIUM STUDIES: The thousands of daily transactions on stock exchanges
are minority interest transactions. Each year, a controlling interest in a few
hundred of these public companies is purchased. In almost all cases, the prices
paid for the stock of these companies represent a premium over the market price
at which the stock previously traded as a minority interest. MERGERSTAT REVIEW
publishes data on control premiums based on acquisition activity in the public
markets. This source indicates that since 1983, the average control premium paid
has been approximately 40%, the median control premium has been approximately
30%, and the implied average minority interest discount has ranged from 27% to
29%. It should be noted, however, that these premiums are based on a company's
stock price shortly before the announcement date of a merger transaction.
Because stock prices have a tendency to rise shortly before such transactions,
the premiums may be understated. It should also be noted that a portion of the
control premium may be related to other factors. For example, an acquiring
company may pay a premium in order to acquire an important supplier of its raw
materials.
QUANTIFYING CONTROL PREMIUMS: The value of a control premium relates to the
extent that the owners were able to exercise the prerogatives of control listed
above as well as the ownership structure of the firm. Some potential adjustments
that would affect the size of the control premium include:
- Size of the block being valued (absolute versus operating control)
- Actual dividends paid
- Quality and attractiveness of the company being valued
- Prerogatives of control available to the equity holders
- The degree of leverage
APPLICATION TO MARKER: The purpose of this study is to value Marker on a
controlling interest basis pursuant to the Operating Agreement. Given the degree
of control that is inherent in a 100% interest in Marker and absent any
provisions existing that limit the prerogatives of control, HVA has selected a
control premium of 35% for purposes of estimating the value of the Company on a
controlling interest basis.
MARKETABILITY: The market value and income value methods of valuation are based
on comparisons with current values of securities traded on national exchanges.
There are, however, certain marketability differences between Marker securities
and publicly traded securities. An owner of publicly traded securities can know
at all times the market value of his holding. He can sell that holding on
virtually a moment's notice and receive cash net of brokerage fees within five
working days.
Such is not the case with Marker, being a privately held company. Although
selling a controlling interest in a private company is inherently more
marketable than the sale of a minority interest in the same company, liquidating
an equity position in the Company could well be a more costly and time-consuming
process than liquidating stock in publicly traded firms. Therefore, a small
marketability discount (10%) is applicable to the common stock of Marker.
NORMALIZATION OF EARNINGS
The reported net income of a typical firm is subject to random fluctuations as
well as external and internal shocks. Thus, some "normalization" procedure
generally must be applied to smooth the data series and reveal the underlying,
stabilized trend in net income. Normalization of net income is required to
project earnings figures to be used in calculating the income value estimate, as
well as in providing a realistic earnings figure to which to apply the market
value approach.
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 25
<PAGE>
Normalization of earnings involves two steps. The first is the elimination of
extraordinary items which impact the firm's earnings but which are not expected
to repeat or persist.
The second step involves identification of the trend in the normalized earnings
to eliminate random fluctuations in any particular year and to project future
expected earnings.
Several procedures are used to normalize and project earnings. These approaches
include statistical trend line and logarithmic analysis of past earnings
(regression analysis); past net margins applied to statistically derived sales
estimates, and income statement projections.
PAST AVERAGES: One method of normalizing and projecting income is to use past
averages, both an historical average growth rate and an average net margin.
Essentially, the procedure applies an historical average or expected future net
margin to sales forecasts to derive net income forecasts. The rationale is that
sales tend to be more stable than net income.
Marker has gone through significant transitions in recent years. In an effort to
broaden its product line, the Company invested heavily in acquiring and building
a snowboard manufacturing facility. Their timing to enter the market, however,
coincided with a decline in growth in the snowboard market and significant
excess manufacturing capacity in the industry. As a result, the Company
abandoned its venture into the snowboard business in 1998-99. At the same time,
the market for the Company's primary product line - ski bindings - has been
going through a transition. A general decline in sales of ski hardgoods has
characterized the market worldwide for the past several years. As a result, the
Company went through a major restructuring in late 1999. The restructuring
consolidated the debts of the Company and aligned it with a major ski boot
manufacturer and a major ski manufacturer. It is anticipated by management that
the synergies of aligning these three companies will result in increased sales
and market penetration for all three products.
Consequently, the recent history of Marker is not necessarily representative of
the future prospects of the restructured Company. Therefore, adjustments to the
historical operating statements of the Company to predict probable future
results is neither particularly meaningful nor legitimate in HVA's opinion.
COMPANY PROJECTIONS: Marker's management has prepared financial projections for
the five year period of 2001 to 2005, which are summarized in Exhibits #8-#10.
Management has represented the projections as reflecting its best estimate as to
the future prospects of the Company.
PROJECTED CASH FLOW: The projected income statements contained in Exhibit #8 are
deemed to be the most reliable estimates as to the future prospects of the
Company, and are therefore utilized for valuation purposes. This approach yields
projected net free cash flow on a debt-free basis of $2,613,000 in 2001,
$3,756,000 in 2002, $4,353,000 in 2003, $4,817,000 in 2004, and $5,173,000 in
2005.
Marker's management has represented the projections as being reasonable and as
reflecting its best estimates as to the future prospects of the Company.
However, it should be emphasized that forecasting the future is at best a
difficult and tenuous process. There will undoubtedly be disparities between the
projected figures and actual results, since events and circumstances frequently
do not occur as expected, and those disparities may be material.
BOOK VALUE
The book value of a company's assets reflects their depreciated historical cost,
rather than their fair market value. As such, book value normally bears only a
tenuous relationship to the market value of a company. A useful accounting
concept, it has a somewhat limited role in the valuation process. For
informational purposes, the adjusted book value (unaudited) - in
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 26
<PAGE>
which the Parent Company loan of $12.247 million is considered equity for
purposes of this valuation - of Marker as of March 31, 2000 was $7,987,000. A
common alternative measure of book value is the liquidation value of a company.
A quitting concern concept, liquidation value is not entirely applicable to the
valuation of a typical going concern. The value of a company is typically not a
function of what its assets could be sold for (net of liabilities), but is
rather a function of how they can be utilized in generating revenue and net
income. In addition, the analysis contained herein indicates that the Company
will generate significant positive cash flow on an operating basis in the
foreseeable future.
TRANSACTION VALUE
Transaction value is the value at which shares of the Company were recently
sold. A recent sale of a security is an indicator of value for both legal and
economic purposes. If an examination of all the relevant facts reveals that the
transaction took place at arm's-length, i.e., that neither buyer nor seller was
forced to deal and both had adequate information and that the transaction was
for reasonable consideration, the value established in such a transaction would
be difficult to contest.
On November 30, 1999, MKR Holdings sold substantially all of its assets to
Marker. In exchange, Marker assumed substantially all of the liabilities of MKR
Holdings and MKR Holdings received a 15% equity interest in Marker. Prior to the
sale to Marker, MKR Holdings had filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code.
As of December 31, 1999, Marker's 85% interest was valued at $15 million
(Source: MKR Holdings 10-Q; Period Ended December 31, 1999). This valuation
would indicate a value of 100% of the equity of approximately $17.65 million as
of that date.
Marker is privatly held entity. Since November 30, 1999, there have been no
arm's length transactions in the Company's equity.
MARKET VALUE
The market value approach attempts to determine the value of Marker by comparing
it with other comparable firms traded in active, public markets. This is
accomplished by determining a comparative price-earnings ratio, which is the
ratio of the market price of a share of stock to the earnings per share; a
comparative price to revenue ratio, which is the ratio of the market price of a
share of stock to the dollar sales per share; and a comparative price to book
ratio, which is the ratio of the market price of a share of stock to the book
value per share. Appropriate ratios for Marker can be determined by comparing
the firm with others in the same industry and, from its relative standing in the
industry, inferring market value ratios based on ratios in the industry.
The price-earnings ratio is an important determinant of value because it
reflects the expectations of market participants. Generally speaking, investors
are willing to pay a higher price for today's earnings if they expect earnings
to grow in the future. Conversely, they will pay a lower price if they
anticipate earnings to decline. Not only is the price-earnings ratio a reading
of the market's psychology, but is also represents the consensus of the
marketplace as to the worth of a security. This is significant for three
reasons. First, the market is competitive, with participating investors seeking
to enhance their wealth. Second, the market is informed, with investors seeking
to deepen their understanding of the companies and industries in which they have
positions. Finally, the market is rational, since investors act upon the
information acquired to further their objectives. All three factors contribute
much weight to the resulting valuation in spite of imperfections in the market.
Similar arguments can be made for the other market value ratios.
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 27
<PAGE>
Ideally, market value ratios for Marker should be inferred from ratios of
similar firms whose stocks are traded actively in public markets. Unfortunately,
many sporting goods manufacturing companies with operations similar to those of
theCompany are small, closely held businesses for which no market value has been
established. Since these companies are not publicly traded, it is impossible to
use them as a basis for making inferences regarding the market value of Marker.
Therefore, a group of larger publicly traded sporting goods manufacturing
companies has been selected as being representative of the industry in which the
Company operates.
Exhibit #11 presents the names and brief descriptions of a sample group of
eighteen sporting goods manufacturing companies considered representative of the
industry of which Marker is a member. Although these companies obviously differ
somewhat from Marker, in that they produce products for different markets and
some are much larger and enjoy economies of scale and synergies that may not be
available to smaller companies such as Marker, the differences are not of prime
significance here, since a direct comparison is not intended but rather a
relative comparison that reflects an aggregate appraisal of the industry. To the
extent that the firms in the industry sample group and Marker are affected by
similar fundamental economic factors, investors' expectations regarding the
long-term growth and success of the former are justifiably imputable to the
future of the latter.
Exhibit #12 presents the market data for the industry sample group and compares
that data to Marker. Marker is a significantly smaller company than the median
of the sample group, with sales of $56.2 million compared to the median sales of
the sample group of $183.6 million and with total assets of $51.9 million
compared to median total assets of the sample group of $154.2 million. Marker's
negative net margin of 13.7%, however, was significantly inferior to the median
positive net margin of the sample group of 1.6%, as was its return on assets and
return on equity (-14.8% and -96.3% vs. 2.4% and 4.5%, respectively). Marker
also was more highly leveraged than the median of the sample group as measured
by the debt to equity ratio (136.5% vs. 20.8%) and debt to total capitalization
ratio (57.7% vs. 18.0%). Overall, Marker represents an inferior investment
opportunity compared to the sample group because of its significantly smaller
size, lack of profitability, and higher leverage.
Exhibit #12 displays the March 31, 2000 market value ratios of the companies in
the publicly traded sample group. To the industry sample's mean price-forward
earnings ratio of 9.5, mean price to revenue ratio of 50.0%, and mean price to
book ratio of 90.0%, a 10% discount is applied to reflect the relative lack of
marketability of Marker's shares. To the resulting figure is applied an
additional 5% discount to reflect a discount for the smaller size of the Company
compared to the companies in the sample group, and a further discount of 10% to
reflect the greater financial risk of the Company compared to the sample group
of companies. In addition, a premium of 35% is applied to reflect valuation of a
controlling interest (compared to minority positions represented by the
multiples of the sample group of companies). The net result is an adjustment
factor of 103.9% applicable to the mean market value ratios of the sample group
in valuing Marker. The price to revenue ratio is further adjusted to reflect the
Company's lack of profitability compared to the median of the sample group. A
further discount of 15.0% is applied to the price to revenue ratio to reflect
this difference.
Application of the price-earnings ratio of 9.9 to Marker's projected 2001
adjusted earnings of $384,000 yields a market value estimate of $3,800,000.
Application of the resulting price to revenue ratio of 44.0% to Marker's 2000
revenue of $56,241,000 yields a market value estimate of $24,746,000. Finally,
application of the resulting price to book ratio of 93.0% to Marker's adjusted
book value as of March 31, 2000 of $7,987,000 yields a market value estimate of
$7,428,000.
Each of these market value figures is as of March 31, 2000, and each will be
considered in arriving at a final estimate of the fair market value of the
common stock of Marker on a controlling interest basis as of that date.
INCOME VALUE
The income approach to valuation estimates the worth of a company's stock by
determining the present value of the future income stream expected to accrue to
the stockholders. This is accomplished by, first, forecasting the firm's future
income stream and the disposition of such and, second, discounting it at a rate
commensurate with the risk to which it is exposed.
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 28
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The present value of future income depends on the amount and timing of that
income. Since both the amount and timing are uncertain, income might be less
than expected and/or income might materialize later than expected, this
uncertain must be quantified and incorporated into a discount rate. Thus, given
the amount and timing of a future income stream, high uncertainty necessitates a
high discount rate and results in a relatively low present value, while low
uncertainty merits a low discount rate and a relatively high present value.
The appropriate discount rate, that is, the minimum rate of return required by
an investor purchasing the firm's stock, must have as its foundation the yields
available on competing financial assets in the public markets. This follows from
the observations noted below.
- Securities with different risk characteristics provide different rates
of return commensurate with those uncertainties. This hierarchy of
risk and reward furnishes benchmarks from which a suitable discount
rate may be selected for an income stream of known risk properties.
- A particular investor, due perhaps to his aversion to risk, may find
market returns inadequate at every level of risk. In a competitive
market, however, he is a "price taker" and, as such, is limited to
either investing at the going rates or not investing at all.
- On the other hand, there will always be a buyer and seller willing to
deal at the market rates, precisely because the market rates represent
the consensus of many investors.
Thus, it is possible to estimate an "objective" valuation of a company based on
a discount rate derived from the market.
DEBT-FREE VALUATION METHOD
Debt-free valuation methodology is used to minimize the impacts of a particular
capital structure that is deemed to be unrepresentative of what would be
considered a normal capital structure. In the case of Marker, the Company
purchased the assets of MKR Holdings through restructuring proceedings. As a
result, portions of the assumed debt had been restructured. In addition, the
capital structure of the Company was highly leveraged (57.5% debt to 42.3%
equity) as of the valuation date compared to the median of the industry.
To determine the "normal" capital structure of the Company, HVA examined the
capital structure of other companies in the sporting goods manufacturing
industry. The analysis indicated a wide range of capital structures, with debt
ranging from 0% to 83% of the capital structure, with a median of 18% (see
Exhibit #12). HVA also reviewed the capital structure of K2, which is a company
whose primary products are ski related. The capital structure of K2 was
approximately 35% debt and 65% equity. HVA selected the capital structure of K2
as being reasonably representative of a "normalized" capital structure for
Marker.
EQUITY DISCOUNT RATE BASED ON HISTORICAL DATA: Exhibit #14 presents an
historical structure of rates of return observable and available (and, in the
long run, "required") on selected classes of securities. As can be seen, the
rate of return required on "typical" publicly traded common stocks is
approximately 9.5% above the prevailing risk-free rate (or 15.3%, assuming a
risk-free rate of return, as represented by the March 31, 2000 three month
Treasury Bill rate, of 5.9%). An investor would require from his holding of a
controlling interest in Marker common stock a return estimated to be 2.5% above
the average yield available in the common stock market, due to valuation on a
controlling interest basis. It is reasonable for him to require a premium on the
general market because of industry and Company-specific risk characteristics
(e.g., the smaller size of the Company and limited markets for the Company's
products). An offsetting premium for control of 35% was applied. The resultant
estimated required rate of return of 11.8% is a function of the returns
available in the market for publicly traded common stocks, as quantitatively
estimated by the Capital Asset Pricing Model and the HVA discount rate build-up
method, plus a risk premium for the Company-specific risk characteristics
previously alluded to.
COST OF DEBT: The Company does business in Europe, Japan, the United States and
Canada. In each of its primary markets, it finances inventory and receivables
utilizing short-term revolving loans. Lending rates vary significantly between
the
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 29
<PAGE>
countries in which the Company does business. In an attempt to estimate the
average cost of debt for such a multi-national operation, the prime lending
rates of each company have been weighted by the percentage of the Company's
business that is represented by each of the companies. The weighted average
prime rate as of March 31, 2000 was 5.9%. Management estimates that on average,
the Company's short-term lending rate is approximately 150 basis points above
prime. Therefore, the average cost of short-term debt has been estimated to be
7.4%.
In addition to short-term debt, the Company utilizes long-term debt to finance
capital assets. Most of these assets are related to the Company's manufacturing
operation in Germany. The prime rate in Germany as of the valuation date was
4.5%. Existing long-term financing carries rates ranging from 4.95% to 6.1%.
Based on existing financing, a long-term rate of prime plus 125 basis points
appears to be the market rate for such financing. Therefore, the long-term cost
of debt is estimated to be 5.75%.
Currently, approximately 67% of the Company's interest bearing debt is
short-term debt, with 33% being long-term debt. Weighting the cost of short-term
and long-term debt by the percentage of each type of debt results in a weighted
average cost of debt estimate for the Company of 6.9% (see Exhibit #16)
Interest expense, however, is a pre-tax expense. Management estimates that the
average tax rate applicable to the consolidated company is approximately 40%.
Therefore, the weighted average after-tax cost of debt is estimated to be 4.1%.
WEIGHTED AVERAGE COST OF CAPITAL: Marker's estimated weighted average cost of
capital (e.g., the overall required rate of return on total invested capital
used to discount the Company's future projected pre-debt service net free cash
flow) is derived by multiplying the after-tax cost of debt by the debt-financed
portion of the purchase price, then adding that figure to the product of the
cost of equity and the equity-financed portion of the purchase price, assuming a
capital structure of 35% debt and 65% equity (see Exhibit #12). The resulting
estimated weighted average cost of capital is 9.2% (see Exhibit #16).
INCOME VALUE ESTIMATE: The income valuation model used is based on the
assumption that a company's cash flow is retained in total and dividend payments
deferred until a specified year when the company begins paying all of its cash
flow out as dividends and does so indefinitely into the future. Once these
dividend payments begin to occur, the basis for the company's internally
financed growth ceases. In the absence of new external financing, the company
reaches a "steady state" and cash flow remains constant indefinitely thereafter,
growing only in nominal terms in step with inflation. While it is not necessary
that the firm actually so behaves, this is a necessary specification for the
valuation formula to be technically correct. Basically, what is being specified
is the firm's dividend-paying ability. Only dividends can correctly be used in
the income valuation approach for a common stock.
If it is assumed that all of Marker's projected net free cash flow will be
available to be paid out as dividends to shareholders from the valuation date
forward, and if it is further assumed that post-2005 net free cash flow will
grow at a compound annual rate of 3% from the projected 2005 level, an income
value estimate of the common stock of the Company on a controlling interest
basis as of March 31, 2000 of $41,274,000 is derived (see Exhibit #8). This
figure will be considered in arriving at a final estimate of the fair market
value of the Company on a controlling interest basis as of that date.
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 30
<PAGE>
SUMMARY AND CONCLUSION
Four approaches have been considered in estimating the fair market enterprise
value of the equity of Marker as of March 31, 2000: book value, transaction
value, market value and income value. The outcomes are summarized below.
ESTIMATES OF EQUITY VALUE
MARKER INTERNATIONAL
MARCH 31, 2000
<TABLE>
<CAPTION>
Implied
Equity Value Equity Value
Estimate Weight Contribution
------------ ------ ------------
<S> <C> <C> <C>
COST
Book Value (Adjusted) 7,987 0.0% 0
MARKET
Price/Earnings 3,800 20.0% 760
Price/Revenue 24,746 20.0% 4,949
Price/Adjusted Book 7,428 5.0% 371
TRANSACTION VALUE 17,647 20.0% 3,529
INCOME VALUE 41,274 35.0% 14,446
------ -------
Total 100.0% $24,056
ROUNDED $24,100
Estimated Value of 15% Interest (per Agreement) 3,615
ESTIMATED VALUE OF 15% INTEREST - ROUNDED $ 3,600
=======
</TABLE>
Considering the assumptions of each method and weighing the relative
justification of each, it is our opinion that a reasonable estimate of the fair
market enterprise value of the equity of Marker as of March 31, 2000 is $24.1
million. The estimated value of a 15% interest in the Company on that date is
$3.6 million based on the Agreement whereby a minority interest discount is not
applicable to MKR Holdings' 15% interest in the Company.
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 31
<PAGE>
EXHIBIT #1
MARKER INTERNATIONAL
HISTORICAL INCOME STATEMENTS
FISCAL YEARS ENDED MARCH 31, 1995-2000
1995-2000 U.S. DOLLARS
(000's)
<TABLE>
<CAPTION>
1995 1996 1997 1998 1999 2000
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Net Sales 83,962 87,911 83,076 81,401 74,167 56,241
Cost of Sales 48,878 52,608 50,441 54,460 54,638 40,831
------ ------ ------ ------ ------ ------
GROSS MARGIN 35,084 35,303 32,635 26,941 19,529 15,410
OPERATING EXPENSES
Selling 13,049 14,592 14,730 13,065 15,275 11,460
General and Administrative 9,314 10,559 8,616 7,475 15,401 6,826
Research & Development 2,349 2,762 2,996 3,003 2,756 1,698
Warehouse & Shipping 1,455 1,566 1,617 1,660 2,020 1,843
------ ------ ------ ------ ------ ------
TOTAL OPERATING EXPENSES 26,167 29,479 27,959 25,203 35,452 21,827
------ ------ ------ ------ ------ ------
INCOME FROM OPERATIONS 8,917 5,824 4,676 1,738 (15,923) (6,418)
OTHER INCOME AND EXPENSE
Interest Expense (4,999) (5,193) (5,109) (5,746) (6,637) (3,110)
Exchange Gain (Loss) 0 0 0 0 0 2,676
Investment in Unconsolidated Subsidiary 0 1,595 0 0 0 0
Other 1,584 2,072 2,814 33 1,508 (822)
------ ------ ------ ------ ------ ------
TOTAL OTHER INCOME AND EXPENSE (3,415) (1,526) (2,295) (5,713) (5,129) (1,255)
------ ------ ------ ------ ------ ------
INCOME (LOSS) BEFORE INCOME TAX 5,502 4,298 2,381 (3,975) (21,052) (7,673)
Income Tax Provision (Benefit) 1,395 609 700 1,158 1,458 21
Income From Disc. Oper. - Snowboard 0 0 2,921 (12,196) (25,508) 0
Cummulative Effect of Accounting Change 0 266 0 0 0 0
------ ------ ------ ------ ------ ------
Net Income 4,107 3,423 4,602 (17,329) (48,018) (7,694)
====== ====== ====== ====== ====== ======
Euro Conversion - 1 Euro = USD (3/31/00) 0.961
</TABLE>
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 32
<PAGE>
EXHIBIT #2
MARKER INTERNATIONAL
COMMON SIZE INCOME STATEMENTS
FISCAL YEARS ENDED MARCH 31, 1995-2000
<TABLE>
<CAPTION>
1995 1996 1997 1998 1999 2000 Average
----- ----- ----- ----- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
NET SALES 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of Sales 58.2% 59.8% 60.7% 66.9% 73.7% 72.6% 65.3%
----- ----- ----- ----- ----- ----- -----
GROSS MARGIN 41.8% 40.2% 39.3% 33.1% 26.3% 27.4% 34.7%
OPERATING EXPENSES
Selling 15.5% 16.6% 17.7% 16.1% 20.6% 20.4% 17.8%
General and Administrative 11.1% 12.0% 10.4% 9.2% 20.8% 12.1% 12.6%
Research & Development 2.8% 3.1% 3.6% 3.7% 3.7% 3.0% 3.3%
Warehouse & Shipping 1.7% 1.8% 1.9% 2.0% 2.7% 3.3% 2.3%
----- ----- ----- ----- ----- ----- -----
TOTAL OPERATING EXPENSES 31.2% 33.5% 33.7% 31.0% 47.8% 38.8% 36.0%
----- ----- ----- ----- ----- ----- -----
INCOME FROM OPERATIONS 10.6% 6.6% 5.6% 2.1% (21.5%) (11.4%) (1.3%)
OTHER INCOME AND EXPENSE
Interest Expense (6.0%) (5.9%) (6.1%) (7.1%) (8.9%) (5.5%) (6.6%)
Exchange Gain (Loss) 0.0% 0.0% 0.0% 0.0% 0.0% 4.8% 0.8%
Investment in Unconsolidated Subsidiary 0.0% 1.8% 0.0% 0.0% 0.0% 0.0% 0.3%
Other 1.9% 2.4% 3.4% 0.0% 2.0% (1.5%) 1.4%
----- ----- ----- ----- ----- ----- -----
TOTAL OTHER INCOME AND EXPENSE (4.1%) (1.7%) (2.8%) (7.0%) (6.9%) (2.2%) (4.1%)
----- ----- ----- ----- ----- ----- -----
INCOME (LOSS) BEFORE INCOME TAX 6.6% 4.9% 2.9% (4.9%) (28.4%) (13.6%) (5.4%)
Income Tax Provision (Benefit) 1.7% 0.7% 0.8% 1.4% 2.0% 0.0% 1.1%
Income From Disc. Oper. - Snowboard 0.0% 0.0% 3.5% (15.0%) (34.4%) 0.0% (7.6%)
Cummulative Effect of Accounting Change 0.0% 0.3% 0.0% 0.0% 0.0% 0.0% 0.1%
----- ----- ----- ----- ----- ----- -----
NET INCOME 4.9% 3.9% 5.5% (21.3%) (64.7%) (13.7%) (14.2%)
===== ===== ===== ===== ===== ===== =====
</TABLE>
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 33
<PAGE>
EXHIBIT #3
MARKER INTERNATIONAL
INCOME STATEMENT ITEM GROWTH RATES
FISCAL YEARS ENDED MARCH 31, 1995-2000
<TABLE>
<CAPTION>
1995-00
Compound
1995 1996 1997 1998 1999 2000 Growth
---- ------ ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Sales -- 4.7% (5.5%) (2.0%) (10.7%) (30.9%) (7.7%)
Cost of Sales -- 7.6% (4.1%) 8.0% 8.3% (25.0%) (3.5%)
---- ----- ----- ----- ----- ----- -----
GROSS MARGIN -- 0.6% (7.6%) (17.4%) (40.2%) (42.8%) (15.2%)
OPERATING EXPENSES
Selling -- 11.8% 0.9% (11.3%) 3.7% (12.3%) (2.6%)
General and Administrative -- 13.4% (18.4%) (13.2%) 78.7% (8.7%) (6.0%)
Research & Development -- 17.6% 8.5% 0.2% (8.0%) (43.5%) (6.3%)
Warehouse & Shipping -- 7.6% 3.3% 2.7% 24.9% 11.0% 4.8%
---- ----- ----- ----- ----- ----- -----
TOTAL OPERATING EXPENSES -- 12.7% (5.2%) (9.9%) 26.8% (13.4%) (3.6%)
---- ----- ----- ----- ----- ----- -----
INCOME FROM OPERATIONS -- (34.7%) (19.7%) (62.8%) nmf nmf nmf
OTHER INCOME AND EXPENSE
Interest Expense -- 3.9% (1.6%) 12.5% 29.9% (45.9%) (9.1%)
Exchange Gain (Loss) -- nmf nmf nmf nmf nmf nmf
Investment in Unconsolidated Subsidiary -- nmf nmf nmf nmf nmf nmf
Other -- 30.8% 35.8% (98.8%) nmf nmf nmf
---- ----- ----- ----- ----- ----- -----
TOTAL OTHER INCOME AND EXPENSE -- (55.3%) 50.4% 148.9% 123.5% (78.0%) nmf
---- ----- ----- ----- ----- ----- -----
INCOME (LOSS) BEFORE INCOME TAX -- (21.9%) (44.6%) nmf 429.6% (63.6%) nmf
Income Tax Provision (Benefit) -- (56.3%) 14.9% 65.4% 108.3% (98.2%) nmf
Income From Disc. Oper. - Snowboard -- nmf nmf nmf nmf nmf nmf
Cummulative Effect of Accounting Change -- nmf nmf nmf nmf nmf nmf
---- ----- ----- ----- ----- ----- -----
NET INCOME -- (16.7%) 34.4% nmf 177.1% (84.0%) nmf
==== ===== ===== ===== ===== ===== =====
</TABLE>
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 34
<PAGE>
EXHIBIT #4
MARKER INTERNATIONAL
SELECTED FINANCIAL RATIOS
<TABLE>
<CAPTION>
1995-00
1995 1996 1997 1998 1999 2000 Average
---- ---- ---- ------ ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
GROWTH
Sales Growth (%) -- 4.7% (5.5%) (2.0%) (10.7%) (30.9%) (7.7%)
Operating Income Growth (%) -- (34.7%) (19.7%) (62.8%) nmf nmf nmf
Earnings Growth (%) -- (16.7%) 34.4% nmf 177.1% (84.0%) nmf
COST CONTROL
Cost of Sales/Sales (%) 58.2% 59.8% 60.7% 66.9% 73.7% 72.6% 65.3%
Operating Expenses/Sales (%) 31.2% 33.5% 33.7% 31.0% 47.8% 38.8% 36.0%
Operating Margin (%) 10.6% 6.6% 5.6% 2.1% (21.5%) (11.4%) (1.3%)
Interest Expense/Sales (%) 6.0% 5.9% 6.1% 7.1% 8.9% 5.5% 6.6%
TURNOVER RATIOS
Sales/Total Assets (x) 1.0 1.0 0.7 0.8 1.3 1.1 1.0
Accounts Receivable Turnover (x) 3.9 4.3 3.5 2.6 3.3 3.2 3.5
Inventory Turnover (x) 1.7 1.6 1.5 1.5 2.9 2.6 2.0
Fixed Asset Turnover (x) 6.5 6.7 4.3 4.6 6.6 10.0 6.4
PROFITABILITY
Return on Sales (%) 4.9% 3.9% 5.5% (21.3%) (64.7%) (13.1%) (14.1%)
Return on Assets (%) 4.9% 3.9% 3.9% (16.5%) (81.4%) (14.8%) (16.7%)
Return on Equity (%) 22.4% 16.5% 14.5% (139.7%) 161.2% 180.6% 42.6%
RISK
Adjusted Total Debt/Total Assets (%) 77.9% 76.2% 72.9% 88.2% 150.5% 84.6% 91.7%
Adjusted Long-Term Debt/Equity (%) 1.2 0.7 0.9 1.8 (0.2) 1.4 1.0
Current Ratio (x) 1.6 1.3 1.4 1.1 0.6 1.2 1.2
Interest Coverage (x) 2.1 1.8 2.0 (1.8) (6.0) (1.5) (0.6)
</TABLE>
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 35
<PAGE>
EXHIBIT #5
MARKER INTERNATIONAL
HISTORICAL BALANCE SHEETS
MARCH 31, 1995-2000
1995-1999 U.S. DOLLARS/2000 EUROS
(000's)
<TABLE>
<CAPTION>
1995 1996 1997 1998 1999 2000
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash & Equivalents 12,281 6,189 13,532 4,241 5,547 5,377
Accounts Receivable 21,270 20,422 24,025 31,710 22,392 17,556
Other Receivables 0 0 0 0 0 291
Related Party Receivables 0 0 0 0 0 269
Inventories 28,259 32,668 33,879 37,223 18,752 15,947
Prepaid and Other Current Assets 5,046 5,313 6,628 4,440 391 412
------ ------ ------- ------- ------- ------
TOTAL CURRENT ASSETS 66,856 64,592 78,064 77,614 47,082 39,852
PROPERTY, PLANT AND EQUIPMENT
Land 1,050 386
Building and Improvements 7,581 4,645
Machinery and Equipment 21,222 20,096
Furniture, Fixtures and Office Equipment 4,582 4,797
Less: Accumulated Depreciation (16,733) (18,725)
------ ------ ------- ------- ------- ------
NET PROPERTY, PLANT AND EQUIPMENT 12,919 13,121 19,278 17,702 11,199 5,641
OTHER ASSETS
Net Intangibles 0 0 17,475 8,322 244 5,931
Other Assets 3,223 9,552 2,115 1,482 448 510
------ ------ ------- ------- ------- ------
TOTAL OTHER ASSETS 3,223 9,552 19,590 9,804 692 6,442
------ ------ ------- ------- ------- ------
TOTAL ASSETS 82,998 87,265 116,932 105,120 58,973 51,934
====== ====== ======= ======= ======= ======
LIABILITIES AND SHAREHOLDERS'
EQUITY
CURRENT LIABILITIES
Notes Payable 30,100 30,556 38,929 48,645 46,062 20,460
Current Maturities LTD 3,818 11,076 3,038 3,512 5,595 1,762
Current Maturities Series A Bonds 0 0 0 4,500 11,399 0
Accounts Payable 3,097 2,899 4,513 6,381 5,948 1,758
Related Party Payable 0 0 0 0 0 4,279
Accrued Expenses & Deferred Income 0 0 0 0 0 1,490
Other Current Liabilities 5,469 6,514 10,427 7,830 12,937 3,297
------ ------ ------- ------- ------- ------
TOTAL CURRENT LIABILITIES 42,484 51,045 56,907 70,868 81,941 33,046
LONG-TERM DEBT 22,189 15,452 28,297 14,898 3,821 10,902
PARENT COMPANY LOAN 0 0 0 0 0 12,247
</TABLE>
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 36
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
SERIES A BONDS 0 0 0 5,500 0 0
STOCKHOLDER LOAN 0 0 0 0 0 0
REDEEMABLE SERIES B PREFERRED STOCK 0 0 0 0 3,000 0
MINORITY INTEREST 0 0 0 1,447 0 0
------ ------ ------- ------- ------- ------
TOTAL LIABILITIES 64,673 66,497 85,204 92,713 88,762 56,194
SHAREHOLDERS' EQUITY
Common Stock 111 111 1,200
Translation Adjustments 0 0 0 0 0 (29)
Additional Paid-in-Capital 36,299 36,311 0
Accumulated Deficit (16,471) (64,658) (5,432)
Accumulated other Comprehensive Loss (7,532) (1,553) 0
------ ------ ------- ------- ------- ------
TOTAL SHAREHOLDERS' EQUITY 18,325 20,768 31,697 12,407 (29,789) (4,260)
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY 82,998 87,265 116,901 105,120 58,973 51,934
====== ====== ======= ======= ======= ======
Euro Conversion - 1 Euro = USD (3/31/00) 0.961
</TABLE>
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 37
<PAGE>
EXHIBIT #6
MARKER INTERNATIONAL
COMMON SIZE BALANCE SHEETS
MARCH 31, 1995-2000
<TABLE>
<CAPTION>
1995 1996 1997 1998 1999 2000 Average
------ ------ ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash & Equivalents 14.8% 7.1% 11.6% 4.0% 9.4% 10.4% 9.5%
Accounts Receivable 25.6% 23.4% 20.5% 30.2% 38.0% 33.8% 28.6%
Other Receivables 0.0% 0.0% 0.0% 0.0% 0.0% 0.6% 0.1%
Related Party Receivables 0.0% 0.0% 0.0% 0.0% 0.0% 0.5% 0.1%
Inventories 34.0% 37.4% 29.0% 35.4% 31.8% 30.7% 33.1%
Prepaid and Other Current Assets 6.1% 6.1% 5.7% 4.2% 0.7% 0.8% 3.9%
----- ----- ----- ----- ----- ----- -----
TOTAL CURRENT ASSETS 80.6% 74.0% 66.8% 73.8% 79.8% 76.7% 75.3%
PROPERTY, PLANT AND EQUIPMENT
Land 0.0% 0.0% 0.0% 1.0% 0.7% 0.0% 0.3%
Building and Improvements 0.0% 0.0% 0.0% 7.2% 7.9% 0.0% 2.5%
Machinery and Equipment 0.0% 0.0% 0.0% 20.2% 34.1% 0.0% 9.0%
Furniture, Fixtures and Office Equipment 0.0% 0.0% 0.0% 4.4% 8.1% 0.0% 2.1%
Less: Accumulated Depreciation 0.0% 0.0% 0.0% (15.9%) (31.8%) 0.0% (7.9%)
----- ----- ----- ----- ----- ----- -----
NET PROPERTY, PLANT AND EQUIPMENT 15.6% 15.0% 16.5% 16.8% 19.0% 10.9% 15.6%
OTHER ASSETS
Net Intangibles 0.0% 0.0% 14.9% 7.9% 0.4% 11.4% 5.8%
Other Assets 3.9% 10.9% 1.8% 1.4% 0.8% 1.0% 3.3%
----- ----- ----- ----- ----- ----- -----
TOTAL OTHER ASSETS 3.9% 10.9% 16.8% 9.3% 1.2% 12.4% 9.1%
----- ----- ----- ----- ----- ----- -----
TOTAL ASSETS 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
===== ===== ===== ===== ===== ===== =====
=====
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Notes Payable 36.3% 35.0% 33.3% 46.3% 78.1% 39.4% 44.7%
Current Maturities LTD 4.6% 12.7% 2.6% 3.3% 9.5% 3.4% 6.0%
Current Maturities Series A Bonds 0.0% 0.0% 0.0% 4.3% 19.3% 0.0% 3.9%
Accounts Payable 3.7% 3.3% 3.9% 6.1% 10.1% 3.4% 5.1%
Related Party Payable 0.0% 0.0% 0.0% 0.0% 0.0% 8.2% 1.4%
Accrued Expenses & Deferred Income 0.0% 0.0% 0.0% 0.0% 0.0% 2.9% 0.5%
Other Current Liabilities 6.6% 7.5% 8.9% 7.4% 21.9% 6.3% 9.8%
----- ----- ----- ----- ----- ----- -----
TOTAL CURRENT LIABILITIES 51.2% 58.5% 48.7% 67.4% 138.9% 63.6% 71.4%
LONG-TERM DEBT 26.7% 17.7% 24.2% 14.2% 6.5% 21.0% 18.4%
PARENT COMPANY LOAN 0.0% 0.0% 0.0% 0.0% 0.0% 23.6% 3.9%
SERIES A BONDS 0.0% 0.0% 0.0% 5.2% 0.0% 0.0% 0.9%
</TABLE>
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 38
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
STOCKHOLDER LOAN 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
REDEEMABLE SERIES B PREFERRED STOCK 0.0% 0.0% 0.0% 0.0% 5.1% 0.0% 0.8%
MINORITY INTEREST 0.0% 0.0% 0.0% 1.4% 0.0% 0.0% 0.2%
----- ----- ----- ----- ----- ----- -----
TOTAL LIABILITIES 77.9% 76.2% 72.9% 88.2% 150.5% 108.2% 95.7%
SHAREHOLDERS' EQUITY
Common Stock 0.0% 0.0% 0.0% 0.1% 0.2% 2.3% 0.4%
Translation Adjustments 0.0% 0.0% 0.0% 0.0% 0.0% (0.1%) (0.0%)
Additional Paid-in-Capital 0.0% 0.0% 0.0% 34.5% 61.6% 0.0% 16.0%
Accumulated Deficit 0.0% 0.0% 0.0% (15.7%) (109.6%) (10.5%) (22.6%)
Accumulated other Comprehensive Loss 0.0% 0.0% 0.0% (7.2%) (2.6%) 0.0% (1.6%)
----- ----- ----- ----- ----- ----- -----
TOTAL SHAREHOLDERS' EQUITY 22.1% 23.8% 27.1% 11.8% (50.5%) (8.2%) 4.3%
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
===== ===== ===== ===== ===== ===== =====
</TABLE>
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 39
<PAGE>
EXHIBIT #7
MARKER INTERNATIONAL
SELECTED STATISTICS FOR MARKER INTERNATIONAL
AND OTHER SPORTING GOODS MANUFACTURERS
<TABLE>
<CAPTION>
Median of
Other
Marker (a) Companies (b)
---------- -------------
<S> <C> <C>
Number of Companies 1 49
Total Assets (000s) $51,934 $61,353 (c)
BALANCE SHEET ITEMS
Current Assets as a % of Assets 76.7% 63.2%
Cash as a % of Assets 10.4% 4.9%
Accounts Receivable as a % of Assets 33.8% 28.1%
Inventory as a % of Assets 30.7% 27.7%
Net Fixed Assets as a % of Assets 10.9% 18.1%
Current Liabilities as a % of Assets 63.6% 34.9%
Long-Term Liabilities (adjusted) as a % of Assets 21.0% 16.1%
Total Debt (adjusted) as a % of Assets 84.6% 55.1%
Net Worth (adjusted) as a % of Assets 15.4% 44.9%
INCOME STATEMENT ITEMS
Annual Sales (000s) $56,241 $88,280 (c)
Gross Margin as a % of Sales 27.4% 34.6%
Operating Expenses as a % of Sales 38.8% 27.9%
Operating Income as a % of Sales (11.4%) 6.7%
Income Before Tax as a % of Sales (13.6%) 4.6%
TURNOVER RATIOS
Accounts Receivable Turnover (x) 3.2 4.8
Inventory Turnover (x) 2.6 3.6
Fixed Asset Turnover (x) 10.0 9.0
Total Asset Turnover (x) 1.1 1.3
PROFITABILITY
Before-Tax Return on Assets (%) (14.8%) 5.4%
Before-Tax Return on Adjusted Equity (%) (96.3%) 16.0%
RISK
Current Ratio (x) 1.2 2.1
Quick Ratio (x) 0.7 1.1
Total Debt/Equity (x) 5.5 1.7
Interest Coverage Ratio (1.5) 2.3
</TABLE>
Notes: (a) Fiscal year ended March 31, 2000
(b) Fiscal year ended March 31, 1999
(c) Mean
Source: Annual Statement Studies, 1999-00 Edition, Robert Morris Associates,
Philadelphia, PA
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 40
<PAGE>
EXHIBIT #8
MARKER INTERNATIONAL
PROJECTED INCOME STATEMENTS (USD)
FOR YEARS ENDING MARCH 31, 2001-2005
<TABLE>
<CAPTION>
ACTUAL PROJECTED
------ ---------------------------------------------------------
2000 2001 2002 2003 2004 2005
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
SALES
Marker 55,442 46,106 50,405 52,769 54,352 55,983
Tecnica 0 8,629 10,049 10,495 10,741 10,998
Volkl 0 7,117 8,543 9,847 10,824 11,574
Other 0 1,103 484 484 484 484
------ ------ ------ ------ ------ ------
TOTAL SALES 55,442 62,955 69,482 73,595 76,401 79,040
COST OF SALES
Marker 39,334 27,811 32,017 33,077 33,766 34,573
Tecnica 0 6,291 7,012 7,235 7,304 7,479
Volkl 0 3,900 4,815 5,728 6,295 6,730
Other 0 773 334 334 334 334
------ ------ ------ ------ ------ ------
TOTAL COST OF SALES 39,334 38,774 44,178 46,374 47,698 49,115
GROSS MARGIN
Marker 16,108 18,295 18,388 19,692 20,586 21,410
Tecnica 0 2,338 3,037 3,260 3,437 3,519
Volkl 0 3,217 3,728 4,119 4,530 4,844
Other 0 331 150 150 150 150
------ ------ ------ ------ ------ ------
TOTAL GROSS MARGIN 16,108 24,181 25,303 27,221 28,703 29,924
EXPENSES
Selling 11,662 9,579 9,950 10,400 10,766 11,080
Warehouse & Shipping 1,839 1,685 1,659 1,743 1,807 1,861
General & Administration 6,484 7,650 6,894 7,225 7,466 7,688
Research & Development 1,697 1,276 1,164 1,222 1,259 1,297
License Fees 166 0 0 0 0 0
Management Fees 177 (2) (0) (0) (0) (0)
------ ------ ------ ------ ------ ------
TOTAL OPERATING EXPENSES 22,025 20,188 19,667 20,590 21,298 21,926
OPERATING INCOME (LOSS) (5,917) 3,993 5,636 6,631 7,405 7,998
OTHER INCOME (EXPENSE)
Interest (Expenses) Income (2,720) (3,665) (2,843) (2,876) (2,869) (2,856)
Exchange Gains (Losses) 2,677 (261) 0 0 0 0
Other Income (Expense) (2,276) 0 0 0 0 0
------ ------ ------ ------ ------ ------
TOTAL OTHER INCOME (EXPENSE) (2,318) (3,927) (2,843) (2,876) (2,869) (2,856)
NET INCOME BEFORE TAX (8,235) 66 2,793 3,754 4,537 5,141
Provisions for Income Taxes 22 0 0 0 0 0
------ ------ ------ ------ ------ ------
NET INCOME (LOSS) (8,257) 66 2,793 3,754 4,537 5,141
====== ====== ====== ====== ====== ======
=======
</TABLE>
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 41
<PAGE>
EXHIBIT #8, Page #2
MARKER INTERNATIONAL
PROJECTED INCOME STATEMENTS
<TABLE>
<S> <C> <C> <C> <C> <C>
DEBT-FREE APPROACH
ADJUSTMENTS TO PROJECTED INCOME STATEMENTS
Net Income Before Tax 66 2,793 3,754 4,537 5,141
Plus: Interest Expense 3,665 2,843 2,876 2,869 2,856
------ ------ ------ ------ ------
Adjusted Net Income Before Tax 3,732 5,636 6,631 7,405 7,998
Provision for Income Taxes(1) (1,493) (2,255) (2,652) (2,962) (3,199)
------ ------ ------ ------ ------
ADJUSTED NET INCOME 2,239 3,382 3,979 4,443 4,799
CASH FLOW ANALYSIS
Adjusted Debt-Free Net Income 2,239 3,382 3,979 4,443 4,799
Plus: Depreciation/Amortization(2) 2,759 2,759 2,759 2,759 2,759
Less: Capital Expenditures(2) (2,385) (2,385) (2,385) (2,385) (2,385)
------ ------ ------ ------ ------
NET FREE CASH FLOW 2,613 3,756 4,353 4,817 5,173
Terminal Value(3) 88,369
------ ------ ------ ------ ------
TOTAL NET FREE CASH FLOW 2,613 3,756 4,353 4,817 93,542
Present Value of Net Free Cash Flow 2,406 3,185 3,399 3,464 61,943
NPV OF NET FREE CASH FLOW 74,397
Less: Interest Bearing Debt (Adjusted) 33,124
------
ESTIMATED ADJUSTED EQUITY VALUE(4) 41,274
</TABLE>
(1) Average rate estimated by Marker management
(2) Differential between Depreciation/Amortization and Capital Expenditures
projected by Management to remain constant
(3) Assumption in terminal value caculation is that depreciation/amortization
expense = capital expenditures over long term
(4) Parent Company loan of $12.744 million is considered equity for purposes of
this calculation, per the Agreement.
<TABLE>
<S> <C> <C> <C> <C> <C>
Periods 1 2 3 4 5
Euro Conversion - 1 Euro = USD (3/31/00) 0.961
</TABLE>
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 42
<PAGE>
EXHIBIT #9
MARKER INTERNATIONAL
COMMON SIZE PROJECTED INCOME STATEMENTS
FOR YEARS ENDING MARCH 31, 2000-2005
<TABLE>
<CAPTION>
2000 2001 2002 2003 2004 2005 Average
------ ------ ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
SALES
Marker 100.0% 73.2% 72.5% 71.7% 71.1% 70.8% 76.6%
Tecnica 0.0% 13.7% 14.5% 14.3% 14.1% 13.9% 11.7%
Volkl 0.0% 11.3% 12.3% 13.4% 14.2% 14.6% 11.0%
Other 0.0% 1.8% 0.7% 0.7% 0.6% 0.6% 0.7%
----- ----- ----- ----- ----- ----- -----
Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
COST OF SALES
Marker 70.9% 44.2% 46.1% 44.9% 44.2% 43.7% 49.0%
Tecnica 0.0% 10.0% 10.1% 9.8% 9.6% 9.5% 8.2%
Volkl 0.0% 6.2% 6.9% 7.8% 8.2% 8.5% 6.3%
Other 0.0% 1.2% 0.5% 0.5% 0.4% 0.4% 0.5%
----- ----- ----- ----- ----- ----- -----
Total 70.9% 61.6% 63.6% 63.0% 62.4% 62.1% 64.0%
GROSS MARGIN
Marker 29.1% 29.1% 26.5% 26.8% 26.9% 27.1% 27.6%
Tecnica 0.0% 3.7% 4.4% 4.4% 4.5% 4.5% 3.6%
Volkl 0.0% 5.1% 5.4% 5.6% 5.9% 6.1% 4.7%
Other 0.0% 0.5% 0.2% 0.2% 0.2% 0.2% 0.2%
----- ----- ----- ----- ----- ----- -----
Total 29.1% 38.4% 36.4% 37.0% 37.6% 37.9% 36.0%
EXPENSES
Selling 21.0% 15.2% 14.3% 14.1% 14.1% 14.0% 15.5%
Warehouse & Shipping 3.3% 2.7% 2.4% 2.4% 2.4% 2.4% 2.6%
General & Administration 11.7% 12.2% 9.9% 9.8% 9.8% 9.7% 10.5%
Research & Development 3.1% 2.0% 1.7% 1.7% 1.6% 1.6% 2.0%
License Fees 0.3% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Management Fees 0.3% (0.0%) (0.0%) (0.0%) (0.0%) (0.0%) 0.1%
----- ----- ----- ----- ----- ----- -----
TOTAL OPERATING EXPENSES 39.7% 32.1% 28.3% 28.0% 27.9% 27.7% 30.6%
OPERATING INCOME (LOSS) (10.7%) 6.3% 8.1% 9.0% 9.7% 10.1% 5.4%
OTHER INCOME (EXPENSE)
Interest (Expenses) Income (4.9%) (5.8%) (4.1%) (3.9%) (3.8%) (3.6%) (4.3%)
Exchange Gains (Losses) 4.8% (0.4%) 0.0% 0.0% 0.0% 0.0% 0.7%
Other Income (Expense) (4.1%) 0.0% 0.0% 0.0% 0.0% 0.0% (0.7%)
----- ----- ----- ----- ----- ----- -----
TOTAL OTHER INCOME (EXPENSE) (4.2%) (6.2%) (4.1%) (3.9%) (3.8%) (3.6%) (4.3%)
NET INCOME BEFORE TAX (14.9%) 0.1% 4.0% 5.1% 5.9% 6.5% 1.1%
PROVISIONS FOR INCOME TAXES 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
----- ----- ----- ----- ----- ----- -----
NET INCOME (LOSS) (14.8%) 0.1% 4.0% 5.1% 5.9% 6.5% 1.1%
===== ===== ===== ===== ===== ===== =====
</TABLE>
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 43
<PAGE>
EXHIBIT #10
MARKER INTERNATIONAL
PROJECTED INCOME STATEMENT ITEM GROWTH RATES
FOR YEARS ENDING MARCH 31, 2000-2005
<TABLE>
<CAPTION>
Compound
Annual
2000 2001 2002 2003 2004 2005 Growth
---- ------ ------ ------ ------ ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
SALES
Marker -- (16.8%) 9.3% 4.7% 3.0% 3.0% 0.2%
Tecnica -- nmf 16.5% 4.4% 2.3% 2.4% nmf
Volkl -- nmf 20.0% 15.3% 9.9% 6.9% nmf
Other -- nmf (56.1%) 0.0% 0.0% 0.0% nmf
---- ------ ------ ------ ------ ------ ------
Total -- 13.6% 10.4% 5.9% 3.8% 3.5% 7.3%
COST OF SALES
Marker -- (29.3%) 15.1% 3.3% 2.1% 2.4% (2.5%)
Tecnica -- nmf 11.5% 3.2% 0.9% 2.4% nmf
Volkl -- nmf 23.5% 18.9% 9.9% 6.9% nmf
Other -- nmf (56.8%) 0.0% 0.0% 0.0% nmf
---- ------ ------ ------ ------ ------ ------
Total -- (1.4%) 13.9% 5.0% 2.9% 3.0% 4.5%
GROSS MARGIN
Marker -- 13.6% 0.5% 7.1% 4.5% 4.0% 5.9%
Tecnica -- nmf 29.9% 7.3% 5.4% 2.4% nmf
Volkl -- nmf 15.9% 10.5% 10.0% 6.9% nmf
Other -- nmf (54.6%) 0.0% 0.0% 0.0% nmf
---- ------ ------ ------ ------ ------ ------
Total -- 50.1% 4.6% 7.6% 5.4% 4.3% 13.2%
EXPENSES
Selling -- (17.9%) 3.9% 4.5% 3.5% 2.9% (1.0%)
Warehouse & Shipping -- (8.4%) (1.5%) 5.1% 3.7% 3.0% 0.2%
General & Administration -- 18.0% (9.9%) 4.8% 3.3% 3.0% 3.5%
Research & Development -- (24.8%) (8.8%) 5.0% 3.0% 3.0% (5.2%)
License Fees -- (100.0%) nmf nmf nmf nmf nmf
Management Fees -- (101.1%) (83.3%) 29.0% (34.1%) (96.1%) nmf
---- ------ ------ ------ ------ ------ ------
TOTAL OPERATING EXPENSES -- (8.3%) (2.6%) 4.7% 3.4% 3.0% (0.1%)
OPERATING INCOME (LOSS) -- (167.5%) 41.1% 17.6% 11.7% 8.0% nmf
OTHER INCOME (EXPENSE)
Interest (Expenses) Income -- 34.8% (22.4%) 1.2% (0.3%) (0.4%) 1.0%
Exchange Gains (Losses) -- (109.8%) (100.0%) nmf nmf nmf nmf
Other Income (Expense) -- (100.0%) nmf nmf nmf nmf nmf
---- ------ ------ ------ ------ ------ ------
TOTAL OTHER INCOME (EXPENSE) -- 69.4% (27.6%) 1.2% (0.3%) (0.4%) 4.3%
NET INCOME BEFORE TAX -- (100.8%) 4052.3% 34.4% 20.8% 13.3% nmf
PROVISIONS FOR INCOME TAXES -- (100.0%) nmf nmf nmf nmf nmf
---- ------ ------ ------ ------ ------ ------
NET INCOME (LOSS) -- (100.8%) 4052.3% 34.4% 20.8% 13.3% nmf
==== ====== ====== ====== ====== ====== ======
</TABLE>
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 44
<PAGE>
EXHIBIT #11
MARKER INTERNATIONAL
ADAMS GOLF: Adams Golf designs and manufactures golf clubs. The company's
principal products are the Tight Lies fairway woods. Its other clubs include the
Air Assault Drive and the Assault-VMI irons. As of March 31, 1998, the company
had a 27% market share in the single fairway woods category. Approximately 79%
of the company's sales are at the retail level and 6% of its sales are
international. Adams Golf's target market is men and women golfers of various
ages and ability levels.
ALDILA: Aldila manufactures graphite golf shafts. The company offers standard
and customized shafts designed for various performance specifications and sold
at a range of prices. It supplies shafts to golf-club manufactures such as
Callaway Golf. Sales to Callaway Golf make up approximately 26% of the company's
total sales. Sales of customized graphite shafts account for about 85% of the
company's total sales. Adila also sells its products to pro shops, custom club
shops, and repair shops. The company operates production facilities in the U.S.,
Mexico, and China.
BRUNSWICK: Brunswick manufactures marine and recreation products its marine
products, which include Bayliner marine-propulsion systems, Sea Ray luxury
yachts, and Mercury and Mariner boat motors are sold to the marina and
boat-building industries, The company's recreational products include Zebco
fishing reels and accessories, Mongoose bicycles and camping products, Igloo ice
and beverage coolers, and Brunswick bowling equipment and billiard tables. In
addition, Brunswick solely or jointly operates 125 recreation centers, primarily
bowling centers, in the United States and abroad.
CALLAWAY GOLF: Callaway Golf manufactures golf clubs. It sells its line of Big
Bertha, Great Big Bertha, and Biggest Big Bertha oversized metal woods and
conventional-style metal woods, irons, wedges, and putters. These clubs, as well
as those marketed under other trademarks, are sold to intermediate and advanced
golfers at premium prices through retailer of professional-quality golf clubs in
the United States and overseas. Sales of metal woods account for approximately
56% of the company's total sales Foreign sales account for about 38% of Callaway
Golf's total sales.
CANNONDALE BIKE: Cannondale manufactures bicycles. The company uses lightweight
aluminum as a material for its bicycle frames, and all of its 59 bicycle models
are hand-assembled and constructed with hand weight aluminum frames. Its
bicycles are marketed under the Cannondale brand name and carry the Handmade in
USA logo. Cannondale's products are sold through specialty bicycle retailer in
the United States and in more than 60 countries worldwide. The company also
manufactures bicycle accessories, which includes clothing, packs and bags, bike
trailers, and other components.
COASTCAST: Coastcast primarily manufactures golf equipment. Its products include
stainless-steel and titanium golf clubheads and metal woods, irons, and putters.
Coastcast's golf clubheads are used in Callaway, Tommy Armour, Odyssey,
Titleist, Cleveland, Cobra, Wilson, Lynx, Ping, Ray Cook, Taylor Made, and
Spaulding brand-name gold clubs. Sales to Callaway Golf account for
approximately 46% of the company's total sales. In addition, Coastcast produces
orthopedic implants and surgical tools for use in the manufacture of replacement
hip and knee joints in humans and small animals.
CYBEX INTERNATIONAL: Cybex International designs, develops, and manufactures
strength-training and cardiovascular exercise equipment used in fitness
conditioning, sports medicine, and rehabilitation. These products are marketed
under various trademarks, primarily CYBEX. The company's customers include
fitness facilities, sports teams, research and educational centers, hospitals,
private-practice physical-therapy clinics, and rehabilitation centers.
Approximately 57% of Cybex's revenues are for its weight-training machines.
DIRECT FOCUS: Direct Focus develops and markets athletic equipment. The company
designs home-fitness equipment that it sells under the Bowflex brand name. In
addition, Direct Focus designs fitness equipment, knees and wrist wraps,
dumbbells, hand grips, ankle and wrist weights, workout mats, and jump ropes
that it markets under the Nautilus brand
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 45
<PAGE>
name. It is also developing airbeds that are sold under the Instant Comfort and
Nautilus Sleep Systems labels. The company markets its products though the
Internet, television infomercials, direct mail, and distributors.
ESCALADE: Escalade produces sporting goods and office and graphic-arts products.
Its sporting goods include table-tennis and pool tables, archery equipment,
basketball backboards, darts, and dart cabinets. Escalade's office and
graphic-arts products, which include checksigners, paper shredders, catalog
racks, bindery carts, stamp affixers, and letter openers, are sold under private
lables and brand names such as Premier, Martin Yale and Master Products. The
company makes sporting goods for Sears Roebuck, which account for approximately
38% of Escalade's total sales.
HUFFY: Huffy designs and markets recreational products. Its Huffy Bicycle
subsidiary designs a wide variety of bicycles for children and adults that are
marketed under the Huffy, Royce Union, and Airborne brand names and under
private labels. The company's Huffy Sports subsidiary produces basketball
backboards, goals, and related products designed for home use. Huffy also offers
inventory, assembly, and repair services for its products. The company operates
manufacturing facilities overseas.
JOHNSON OUTDOORS: Johnson Outdoors manufactures recreational products. Its
fishing and camping products include Minn Kota and Neptune electric fishing
motors, Mitchell reels and rods, Johnson reels, Beetle Spin soft-body lures,
Johnson spoons, Eureka! And Camp Trails backpacks and tents, Old Town canoes,
Silva compasses, Spider Wire and Spider Wire Fusion fishing lines, and Jack
Wolfskin camping tents, backpacks, and outdoor clothing. The company also
manufactures Scubapro diving products. It agreed to sell its fishing-products
operations to Berkley in 2000. K2: K2 produces recreational and industrial
products. Its products include snow skis sold under the K2 and Olin brand names;
Shakespeare fishing rods; Stearns water-safety vests, jackets, and suits; Girvin
and k2 mountain bikes; Morrow and Ride snowboards; in-line skates and snowboards
sold under the k2 name; and sportswear. The company's industrial products
include nylon and polymer monofilaments, used in fishing line and weed-trimmers;
fiberglass antennas and light poles; and paperboard products.
OAKLEY: Oakley manufactures high-performance athletic gear. The company's
products currently include sunglasses, goggles, footwear, and watches. Its line
of sunglasses includes products marketed under the M Frames, Zeros, Wires,
Romeo, and eye jackets brand names. Oakley's targeted clientele are skiers,
cyclists, runners, surfers, golfers, tennis players, and motorcyclists, as well
as general fashion-oriented consumers. Foreign sales account for approximately
27% of Oakley's revenues.
PLAYCORE: Playcore manufactures wooden home and institutional playground
equipment to the do-it-yourself market. Its equipment includes swing set,
climbing units, plastic slides, and related accessories. The company also
produces the Tuff Kids playground systems and playhouses, designed for use in
school playgrounds and public recreation areas. Playcore markets its products
under brand names such as Cool Wave Slide, Twin Towers, Wiggle Wave Slide, and
Mustang through home-improvement centers, building-supply stores, and hardware
stores throughout the United States.
RAWLINGS SPORTING GOODS: Rawlings Sporting Goods supplies sports equipment in
North America, and baseball equipment and uniforms in Japan. It sells its
products though various distribution channels, including mass merchandisers,
sporting-good stores, and institutional sporting-goods dealers. Rawlings also
has the exclusive right to use the logos of certain sports organizations,
including professional baseball's National and American Leagues, All-Star Game,
and World Series, and the National Collegiate Athletic Association. It is the
exclusive supplier of baseballs to the professional leagues.
RIDDELL SPORTS: Riddell Sports manufactures sports equipment and products and
licenses others to use its trademark on clothing, footwear, and other
nonathletic products. Its products include football helmets, shoulder pads,
baseball helmets, ice-hockey pads, and other sports equipment. In addition, the
company sells sports-collectible products and reconditions helmets. It also
manufactures cheerleading and dance-team uniforms. Riddell Sports sells its
products under the Riddell and MacGregor brand names to professional, college,
and high-school sports teams in North American.
STURM RUGER: Sturm, Ruger & Company manufactures and sells firearms. The company
offers products in all four firearm categories: pistols, revolvers, rifles, and
shotguns. These guns, sold under the Ruger name, consist of 22 caliber
rimfire-autoloading pistols, centerfire-autoloading pistols in various calibers,
single-action and double-action revolvers in
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 46
<PAGE>
various calibers, single-shot, autoloading, and bolt-action rifles in various
hunting calibers, and shotguns in two gauges. The company also manufactures
ferrous, aluminum, and titanium investment casting for various industries.
VARIFLEX: Variflex markets skates and other products used by skaters and
skateboarders. Its protective equipment includes wrist guards, elbow pads, knee
pads, and safety helmets. The company also sells traditional roller skates, and
a variety of skateboards. Variflex designs and develops its products which are
then manufactured to the company's specifications by independent contractors.
Its skates are sold internationally under the Assault, Alien, Comet XT, Crystal,
Dasher, Excell, Firebird, Fury, GX-2, Maverick, Mystic, Nighthawk, Ranger,
Reactor, and Shadow names.
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 47
<PAGE>
EXHIBIT #12
MARKER INTERNATIONAL
PUBLIC COMPANY COMPARABLES
SELECTED CHARACTERISTICS
AS OF MARCH 31, 2000
<TABLE>
<CAPTION>
Revenue
Market Growth % Net Margin Net Margin Long-Term
Company Name Capitalization Revenue 3 Year TTM Year 1 Liabilities Equity
------------ -------------- ------- ------ ---------- ---------- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Adams Golf 37.2 54.0 322.1 (19.6) 14.8 2.6 82.7
Aldila 30.0 45.1 3.4 (4.7) 4.5 15.4 79.1
Brunswick 1,738.8 4,349.8 10.7 0.9 0.9 966.2 1,300.2
Callaway Golf 1,179.1 735.3 8.0 7.7 (3.8) 19.6 500.9
Cannondale 50.6 163.9 6.6 1.5 3.4 67.6 73.9
Coastcast 134.9 130.5 23.9 7.9 5.3 0.5 83.3
Cybex International 36.3 123.8 42.9 3.2 0.8 35.9 41.0
Direct Focus 289.9 137.8 129.0 16.8 21.8 0.1 43.5
Escalade 48.2 90.8 (0.2) 6.7 6.8 3.6 26.4
Huffy 44.5 561.0 7.3 (5.9) (0.1) 33.3 49.5
Johnson Outdoors 50.3 353.0 1.9 (4.0) 1.9 69.4 98.4
K2 142.1 635.1 8.6 1.6 0.8 106.7 212.3
Oakley 751.0 272.2 10.3 7.7 10.4 21.6 184.7
Playcore 53.6 191.9 36.6 3.7 4.1 60.2 24.1
Rawlings Sporting Goods 35.6 175.2 3.4 (2.8) (2.0) 9.0 40.7
Riddell Sports 27.8 207.0 40.7 (1.3) (3.8) 148.6 33.6
Sturm Ruger 235.5 241.7 3.2 14.0 11.1 17.5 161.3
Variflex 26.3 38.3 (19.8) 0.9 2.1 0.0 31.6
MEDIAN 50.5 183.6 8.3 1.6 2.8 20.6 76.5
MARKER NA 56.2 (16.9) (13.7) (13.7) 10.9 8.0
</TABLE>
<TABLE>
<CAPTION>
Total Current Debt to Debt to Return on Return on
Assets Ratio Equity Total Cap Assets Equity Beta
------ ------- ------- --------- --------- --------- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Adams Golf 91.3 10.2 3.1% 0.0 12.9 14.2 NA
Aldila 108.6 2.2 19.5% 16.6 2.4 3.5 0.82
Brunswick 3,354.8 1.5 74.3% 32.4 1.1 2.9 1.46
Callaway Golf 639.2 1.8 3.9% 0.0 (4.1) (5.9) 1.38
Cannondale 166.7 3.6 91.5% 42.7 3.6 7.9 (0.04)
Coastcast 92.3 8.5 0.6% 0.0 9.2 9.9 0.57
Cybex International 105.0 1.6 87.6% 46.8 0.9 2.6 0.27
Direct Focus 59.2 3.4 0.2% 0.0 51.2 70.7 NA
Escalade 54.0 1.5 13.6% 19.3 9.7 23.0 0.03
Huffy 244.0 1.1 67.3% 24.2 (0.2) (0.7) 0.43
Johnson Outdoors 297.6 1.6 70.5% 36.5 2.3 5.5 0.27
K2 430.5 2.6 50.3% 35.4 1.1 2.4 0.23
Oakley 242.3 2.1 11.7% 10.7 10.7 14.9 0.48
Playcore 141.5 1.0 249.8% 75.1 4.5 28.6 NA
Rawlings Sporting Goods 141.6 1.1 22.1% 0.3 (2.8) (8.0) 0.06
Riddell Sports 210.3 2.3 442.3% 83.3 (3.8) (28.1) 0.61
Sturm Ruger 217.0 5.1 10.8% 0.0 11.9 15.2 0.27
Variflex 38.7 7.7 0.0% 0.0 2.0 2.3 0.21
MEDIAN 154.2 2.2 20.8% 18.0 2.4 4.5 0.3
MARKER 51.9 1.2 136.5% 57.7 (14.8) (96.3) NA
</TABLE>
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 48
<PAGE>
EXHIBIT #12, Page #2
MARKER INTERNATIONAL
PUBLIC COMPANY COMPARABLES
SELECTED CHARACTERISTICS
AS OF MARCH 31, 2000
<TABLE>
<CAPTION>
Price/Cash
Forward Price/ Flow Ratio Price/ Market Cap./
PE Ratio Book Current Revenue Assets
-------- ------ ---------- ------- ------------
<S> <C> <C> <C> <C> <C>
Adams Golf NMF 0.5 NA 0.7 0.4
Aldila 96.9 0.4 6.5 0.7 0.3
Brunswick 7.0 1.3 5.8 0.4 0.5
Callaway Golf 13.8 2.4 8.5 1.7 1.8
Cannondale 13.0 0.7 3.8 0.3 0.3
Coastcast NA 1.6 7.4 1.1 1.5
Cybex International NA 0.9 8.6 0.3 0.3
Direct Focus 11.2 6.7 13.9 2.4 4.9
Escalade NA 1.8 4.2 0.6 0.9
Huffy 7.3 0.9 0.5 0.1 0.2
Johnson Outdoors 5.2 0.5 1.8 0.1 0.2
K2 7.2 0.7 3.9 0.2 0.3
Oakley 23.6 4.1 18.2 2.9 3.1
Playcore NA 2.2 8.9 0.3 0.4
Rawlings Sporting Goods 7.8 0.9 2.5 0.2 0.3
Riddell Sports NA 0.8 NA 0.1 0.1
Sturm Ruger NA 1.5 4.6 1.0 1.1
Variflex NA 0.8 NA 0.7 0.7
MEDIAN 9.5 0.9 5.8 0.5 0.4
</TABLE>
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 49
<PAGE>
EXHIBIT #13
MARKER INTERNATIONAL
MARKET VALUE RATIOS OF THE INDUSTRY SAMPLE GROUP
AS OF MARCH 31, 2000
<TABLE>
<CAPTION>
Price/
Forward Price/ Price/
Earnings Book Revenue
-------- ------ -------
<S> <C> <C> <C>
Median 9.5 90.0% 50.0%
</TABLE>
ADJUSTMENTS TO MARKET RATIOS
<TABLE>
<CAPTION>
Market
Value
Adjustment
----------
<S> <C>
Relative Lack of Marketability Discount 10.0%
Smaller Size of Company Discount 5.0%
Financial Risk 10.0%
Premium for Control 35.0%
NET ADJUSTMENT FACTOR APPLIED TO MARKET RATIOS * 103.9%
ADDITIONAL DISCOUNT APPLICABLE TO PRICE/REVENUE RATIO
Lack of Profitability 15.0%
</TABLE>
* Adjustment factors are multiplicative
<TABLE>
<CAPTION>
Price/ Price/ Price/
Earnings Book Revenue
-------- ------ -------
<S> <C> <C> <C>
Adjusted Ratios 9.9 93.5% 44.2%
Adjusted Ratios - Rounded 9.9 93.0% 44.0%
</TABLE>
MARKER INTERNATIONAL
INDICATED MARKET VALUES
($000s)
<TABLE>
<CAPTION>
Indicated
Market
Marker Ratio Value
------ ----- ---------
<S> <C> <C> <C>
Projected 2001 Earnings (Adjusted) 384 9.9 3,800
2000 Revenue 56,241 44.0% 24,746
March 31, 2000 Book Value (Adjusted) 7,987 93.0% 7,428
</TABLE>
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 50
<PAGE>
EXHIBIT #14
HISTORICAL STRUCTURE OF YIELDS OBSERVABLE
AND AVAILABLE ON SELECTED SECURTIES
<TABLE>
<CAPTION>
Historical
Return Differential
---------- ------------
<S> <C> <C> <C>
U.S. Treasury Bills 3.8%
Maturity Premium 1.7%
Long-Term Government Bonds 5.5%
Default Premium 0.4%
Long-Term Corporate Bonds 5.9%
Ownership Premium 7.4%
Common Stocks 13.3%
DIFFERENTIAL 9.5%
</TABLE>
Note: Differential represents the difference between returns (e.g., maturity
premium = return on long-term government bonds less return on treasury bills).
SOURCE: Ibbotson Associates, 2000 Stocks, Bonds, Bills, and Inflation Yearbook
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 51
<PAGE>
EXHIBIT #15
MARKER INTERNATIONAL
COMPUTATION OF EQUITY DISCOUNT RATE - CONTROLLING INTEREST BASIS
HVA BUILD-UP METHOD
<TABLE>
<S> <C> <C>
DISCOUNT RATE:
MARKET FACTORS
Risk-Free Rate - U. S. Treasury Bills 5.9% 3/31/00
Common Stock Premium 9.5% Exhibit #14
-----
15.4% Represents minority position
COMPANY-SPECIFIC RISKS
Size of Company 2.0%
Limited markets for specialized product line 0.5%
-----
ADJUSTED RATE FOR COMPANY SPECIFIC RISKS 17.9%
MARKET ADJUSTEMENT FOR CONTROL PREMIUM 35.0%
MARKET ADJUSTMENT FOR LACK OF MARKETABILITY 10.0%
BUILD-UP DISCOUNT RATE 14.7% 12.8%
</TABLE>
DISCOUNT RATE DETERMINED BY THE
CAPITAL ASSET PRICING MODEL (CAPM)
CAPM = (RISK FREE RATE + BETA(COMMON STOCK PREMIUM) + COMPANY SPECIFIC RISK
ADJUSTMENT + LACK OF MARKETABILITY DISCOUNT - CONTROL PREMIUM ADJUSTMENT
<TABLE>
<S> <C> <C>
Risk Free Rate (T-Bill Rate) 5.9% 3/31/00
Beta 0.3
Common Stock Premium 9.5% Exhibit #14
Control Premium-Market Rate Adjustment 35.0%
Lack of Marketability Discount 10.0%
COMPANY-SPECIFIC RISK:
Size of Company 2.0%
Limited markets for specialized product line 0.5%
CAPM = 7.8%
=====
</TABLE>
DISCOUNT RATE - AVERAGE OF TWO METHODS
<TABLE>
<S> <C>
Build-Up Rate 14.7%
CAPM Rate 7.8%
-----
Total 22.6%
Average Discount Rate 11.3%
Average Discount Rate - Rounded 11.0%
=====
</TABLE>
CAPITALIZATION RATE
(Capitalization rate = Discount rate less long term growth rate)
<TABLE>
<S> <C>
Disount Rate 11.0%
Less: Long-Term Growth Rate 3.0%
-----
Equity Capitalization Rate 8.0%
=====
</TABLE>
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 52
<PAGE>
EXHIBIT #16
MARKER INTERNATIONAL
WEIGHTED AVERAGE COST OF CAPITAL
<TABLE>
<S> <C> <C> <C>
COST OF DEBT
------------
Weighted Average Cost of Debt 6.9%
NET COST OF DEBT AFTER TAX(1) 4.1%
CAPITAL STRUCTURE
-----------------
Debt as % of Total Capital(2) 35%
Equity as % of Total Capital 65%
WEIGHTED AVERAGE COST OF CAPITAL Weighted
-------------------------------- Weight Cost Cost
------ ----- --------
Debt 35% 4.1% 1.4%
Equity 65% 11.0% 7.2%
----
WEIGHTED AVERAGE COST OF CAPITAL 8.6%
WEIGHTED AVERAGE CAPITALIZATION RATE
------------------------------------
Weighted Average Cost of Capital 8.6%
Less: Long-Term Growth Rate 3.0%
WEIGHTED AVERAGE CAPITALIZATION RATE 5.6%
</TABLE>
<TABLE>
Weighted
PRIME RATE Rate Sales % Sales Average
---------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
United States 9.00% 13,944 40.4% 3.6%
Germany 4.50% 13,271 38.5% 1.7%
Canada 7.00% 1,625 4.7% 0.3%
Japan 1.38% 5,668 16.4% 0.2%
------ ----- ----
34,508 100.0% 5.9%
DEBT MIX
--------
Short-Term Debt 22,222 67.1%
Long-Term Debt 10,902 32.9%
------ ------
Total Debt 33,124 100.0%
SHORT-TERM RATE
---------------
Weighted Average Prime 5.9%
Premium 1.5%
------
SHORT-TERM RATE 7.4%
LONG-TERM RATE
--------------
German Prime 4.50%
Premium 1.25%
------
LONG-TERM RATE 5.75%
</TABLE>
<TABLE>
Weighted
WEIGHTED AVERAGE COST OF DEBT Rate Weight Rate
----------------------------- ---- ------ --------
<S> <C> <C> <C>
Short-Term 7.4% 67.1% 5.0%
Long-Term 5.8% 32.9% 1.9%
-----
WEIGHTED AVERAGE COST OF DEBT 6.9%
</TABLE>
(1) Tax rate = 40%
(2) Similar to K2
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 53
<PAGE>
APPENDIX A
Certification
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 54
<PAGE>
CERTIFICATION
I certify that, to the best of my knowledge and belief:
- the statements of fact contained in this report are true and correct.
- the report analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are my personal,
unbiased professional analyses, opinions, and conclusions.
- I have no present or prospective interest in the company that is the
subject of this report, and I have no personal interest or bias with
respect to the parties involved.
- my compensation is not contingent upon the reporting of a
predetermined value or direction in value that favors the cause of the
client, the amount of the value estimate, the attainment of a
stipulated result, or the occurrence of a subsequent event.
- my analysis, opinions, and conclusions were developed, and this report
has been prepared, in conformity with the Uniform Standards of
Professional Appraisal Practice.
- no one provided significant professional assistance to the person
signing this certification.
/S/ Fredric L. Jones
-----------------------------
Frederic L. Jones, ASA
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 55
<PAGE>
APPENDIX B
Statement of Limiting Conditions
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 56
<PAGE>
STATEMENT OF LIMITING CONDITIONS
THE FOLLOWING CONDITIONS ARE AN INTEGRAL PART OF THIS VALUATION OF MARKER
INTERNATIONAL, GMBH ("THE COMPANY") PREPARED BY HOULIHAN VALUATION ADVISORS
("HVA"):
Neither HVA nor its principals have any present or intended interest in the
Company. HVA's fees for this valuation are based on professional time
charges and are in no way contingent upon the final valuation figure
determined herein.
This report is intended only for the specific use and purpose stated
herein. It is intended for no other use and is not to be copied or given to
unauthorized persons without the direct written consent of HVA. The value
opinion expressed herein is valid only for the stated purpose and the date
of the valuation. The report and information and conclusions contained
therein should in no way be construed to be investment advice.
HVA does not purport to be a guarantor of value. Valuation is an imprecise
science, with value being a question of informed judgement, and reasonable
persons can differ in their estimates of value. HVA does certify that this
valuation study was conducted and the conclusion arrived at independently
using conceptually sound and commonly accepted methods of valuation.
In preparing the valuation report, we used information provided by the
Company. It has been represented by the Company that the information is
reasonably complete and accurate. We did not make independent examinations
of any financial statements, projections, or other information, prepared or
provided by Company management which were relied upon and, accordingly, we
make no representations or warranties nor do we express any opinion
regarding the accuracy or reasonableness of such.
The valuation conclusions derived herein implicitly assume that the
existing management of the Company will maintain the character and
integrity of the Company through any sale, reorganization, or diminution of
the owners' participation.
Publicly available information utilized herein, (e.g., economic, industry,
statistical and/or investment information) has been obtained from sources
deemed to be reliable. It is beyond the scope of this report to verify the
accuracy of such information, and we make no representations as to its
accuracy.
This engagement is limited to the production of the report and conclusions
contained herein. HVA has no obligation to provide future services (e.g.,
expert testimony in court or before governmental agencies) related to the
contents of this report unless arrangements for such future services have
been made.
This valuation report and the conclusions contained herein are necessarily
based on market and economic conditions as they existed at the date of
valuation.
The principals of HVA assigned to this engagement are Accredited Senior
Appraisers in good standing with the American Society of Appraisers, a
national organization that certifies business appraisers. HVA conforms to
the Uniform Standards of Professional Appraisal Practice for purposes of
business valuations. HVA also conforms to the business valuation standards
I through IX set forth by the American Society of Appraisers.
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 57
<PAGE>
APPENDIX C
Internal Revenue Ruling 59-60
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 58
<PAGE>
REVENUE RULING #59-60
SECTION 2031. DEFINITION OF GROSS ESTATE
26 CFR 20.2031-2; Valuation of stocks and bonds.
(Also Section 2512.)
(Also Part II, Sections 811 (k), 1005
Regulations 105, Section 81.10.)
In valuing the stock of closely held corporations, or the stock of
corporations where market quotations are not available, all other available
financial data, as well as all relevant factors affecting the fair market
value, must be considered for estate tax and gift tax purposes. No general
formula may be given that is applicable to the many different valuation
situations arising in the valuation of such stock. However, the general
approach, methods, and factors which must be considered in valuing such
securities are outlined.
Revenue Ruling 54-77, C.B. 1954-1, 187, superseded.
Section 1. Purpose
The purpose of this Revenue Ruling is to outline and review in general the
approach, methods and factors to be considered in valuing shares of the capital
stock of closely held corporations for estate tax and gift tax purposes. The
methods discussed herein will apply likewise to the valuation of corporate
stocks on which market quotations are either unavailable or are of such scarcity
that they do not reflect the fair market value.
Section 2. Background and Definitions
.01 All valuations must be made in accordance with the applicable
provisions of the Internal Revenue Code of 1954 and the Federal Estate Tax
and Gift Tax Regulations. Sections 2031(a), 2032 and 2512(a) of the 1954
Code (sections 811 and 1005 of the 1939 Code) require that the property to
be included in the gross estate, or made the subject of a gift, shall be
taxed on the basis of the value of the property at the time of death of the
decedent, the alternate date if so elected, or the date of gift.
.02 Section 20.2031-1(b) of the Estate Tax Regulations (section 81.10 of
the Estate Tax Regulations 105) and section 25.2512-1 of the Gift Tax
Regulations (section 86.19 of Gift Tax Regulations 108) define fair market
value, in effect, as the price at which the property would change hands
between a willing buyer and a willing seller when the former is not under
any compulsion to buy and the latter is not under any compulsion to sell,
both parties having reasonable knowledge of relevant facts. Court decisions
frequently state in addition that the hypothetical buyer and seller are
assumed to be able, as well as willing, to trade and to be well informed
about the property and concerning the market for such property.
.03 Closely held corporations are those corporations the shares of which
are owned by a relatively limited number of stockholders. Often the entire
stock issue is held by one family. The result of this situation is that
little, if any, trading in the shares takes place. There is, therefore, no
established market for the stock and such sales as occur at irregular
intervals seldom reflect all of the elements of a representative
transaction as defined by the term "fair market value."
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 59
<PAGE>
Section 3. Approach to Valuation
.01 A determination of fair market value, being a question of fact, will
depend upon the circumstances in each case. No formula can be devised that
will be generally applicable to the multitude of different valuation issues
arising in estate and gift tax cases. Often, an appraiser will find wide
differences of opinion as to the fair market value of a particular stock.
In resolving such differences, he should maintain a reasonable attitude in
recognition of the fact that valuation is not an exact science. A sound
valuation will be based upon all the relevant facts, but the elements of
common sense, informed judgement and reasonableness must enter into the
process of weighing those facts and determining their aggregate
significance.
.02 The fair market value of specific shares of stock will vary as general
economic conditions change from "normal" to "boom" or "depression," that
is, according to the degree of optimism or pessimism with which the
investing public regards the future at the required date of appraisal.
Uncertainty as to the stability or continuity of the future income from a
property decreases its value by increase the risk of loss of earnings and
value in the future. The value of shares of stock of a company with very
uncertain future prospects is highly speculative. The appraiser must
exercise his judgement as to the degree of risk attaching to the business
of the corporation which issued the stock, but that judgement must be
related to all of the other factors affecting value.
.03 Valuation of securities is, in essence, a prophesy as to the future and
must be based on facts available at the required date of appraisal. As a
generalization, the prices of stocks which are traded in volume in a free
and active market by informed persons best reflect the consensus of the
investing public as to what the future holds for the corporations and
industries represented. When a stock is closely held, is traded
infrequently, or is traded in an erratic market, some other measure of
value must be used. In many instances, the next best measure may be found
in the prices at which the stocks of companies engaged in the same or a
similar line of business are selling in a free and open market.
Section 4. Factors to Consider
.01 It is advisable to emphasize that in the valuation of the stock of
closely held corporations or the stock of corporations where market
quotations are either lacking or too scarce to be recognized, all available
financial data, as well as all relevant factors affecting the fair market
value, should be considered. The following factors, although not
all-inclusive, are fundamental and require careful analysis in each case:
(a) The nature of the business and the history of the enterprise from
its inception.
(b) The economic outlook in general and the condition and outlook of
the specific industry in particular.
(c) The book value of the stock and the financial condition of the
business.
(d) The earning capacity of the company.
(e) The dividend-paying capacity.
(f) Whether or not the enterprise has goodwill or other tangible
value.
(g) Sales of the stock and the size of the block to be valued.
(h) The market price of stocks of corporations engaged in the same or
a similar line of business having their stocks actively traded in
a free and open market, either on an exchange or
over-the-counter.
.02 The following is a brief discussion of each of the foregoing factors:
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 60
<PAGE>
(a) The history of a corporate enterprise will show its past
stability or instability, its growth or lack of growth, the
diversity or lack of diversity of its operations, and other facts
needed to form an opinion of the degree of risk involved in the
business. For an enterprise which changed its form of
organization but carried on the same or closely similar
operations of its predecessor, the history of the former
enterprise should be considered. The detail to be considered
should increase with approach to the required date of appraisal,
since recent events are of the greatest help in predicting the
future; but a study of gross and net income, and of dividends
covering a long prior period, is highly desirable. The history to
be studied should include but need not be limited to the nature
of the business, its products or services, its operating and
investment assets, capital structure, plant facilities, sales
records and management, all of which should be considered as of
the date of the appraisal, with due regard for recent significant
changes. Events of the past that are unlikely to recur in the
future should be discounted, since value has a close relation to
future expectancy.
(b) A sound appraisal of a closely held stock must consider current
and prospective economic conditions as of the date of appraisal,
both in the national economy and in the industry or industries
with which the corporation is allied. It is important to know
that the company is more or less successful than its competitors
in the same industry, or that it is maintaining a stable position
with respect to competitors. Equal or even greater significance
may attach to the ability of the industry with which the company
is allied to compete with other industries. Prospective
competition which has not been a factor in prior years should be
given careful attention. For example, high profits due to the
novelty of its product and the lack of competition often lead to
increasing competition. The public's appraisal of the future
prospects of competitive industries or of competitors within an
industry may be indicated by price trends in the markets for
commodities and for securities. The loss of the manager of a
so-called "one-man" business may have a depressing effect upon
the value of the stock of such business, particularly if there is
a lack of trained personnel capable of succeeding to the
management of the enterprise. In valuing the stock of this type
of business, therefore, the effect of the loss of the manager on
the future expectancy of the business and the absence of
management-succession potentialities are pertinent factors to be
taken into consideration. On the other hand, there may be factors
which offset, in whole or in part, the loss of the manager's
services. For instance, the nature of the business and of its
assets may be such that they will not be impaired by the loss of
the manager's services. Furthermore, the loss may be adequately
covered by life insurance, or competent management might be
employed on the basis of the consideration paid for the former
manager's services. These, or other offsetting factors, if found
to exist, should be carefully weighed against the loss of the
manager's services in valuing the stock of the enterprise.
(c) Balance sheets should be obtained, preferably in the form of
comparative annual statements for two or more years immediately
preceding the date of appraisal, together with a balance sheet at
the end of the month preceding that date, if corporate accounting
will permit. Any balance sheet descriptions that are not
self-explanatory and balance sheet items comprehending diverse
assets or liabilities should be clarified in essential detail by
supporting supplemental schedules. These statements usually will
disclose to the appraiser: (1) liquid position (ratio of current
assets to current liabilities); (2) gross and net book value of
principal classes of fixed assets; (3) working capital; (4)
long-term indebtedness; (5) capital structure; and (6) net worth.
Consideration also should be given to any assets not essential to
the operation of the business, such as investments in securities,
real estate, etc. In general, such nonoperating assets will
command a lower rate of return than do the operating assets,
although in exceptional cases the reverse may be true. In
computing the book value per share of stock, assets of the
investment type should be revalued on the basis of their market
price and the book value adjusted accordingly. Comparison of the
company's balance sheets over several years may reveal, among
other facts, such developments as the acquisition of additional
production facilities or subsidiary companies, improvement in
financial position, and details as to recapitalizations and other
changes in the capital structure of the corporation. If the
corporation has more than one class of stock outstanding, the
charter or
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 61
<PAGE>
certificate of incorporation should be examined to ascertain the
explicit rights and privileges of the various stock issues,
including: (1) voting powers, (2) preference as to dividends, and
(3) preference as to assets in the event of liquidation.
(d) Detailed profit-and-loss statements should be obtained and
considered for a representative period immediately prior to the
required date of appraisal, preferably five or more years. Such
statements should show (1) gross income by principal items; (2)
principal deductions from gross income including major prior
items of operating expenses, interest and other expense on each
item of long-term debt, depreciation and depletion if such
deductions are made, officers' salaries, in total if they appear
to be reasonable or in detail if they seem to be excessive,
contributions (whether or not deductible for tax purposes) that
the nature of its business and its community position require the
corporation to make, and taxes by principal items, including
income and excess profit taxes; (3) net income available for
dividends; (4) rates and amounts of dividends paid on each class
of stock; (5) remaining amount carried to surplus; and (6)
adjustments to and reconciliation with surplus as stated on the
balance sheet. With profit and loss statements of this character
available, the appraiser should be able to separate recurrent
from nonrecurrent items of income and expense, to distinguish
between operating income and investment income, and to ascertain
whether or not any line of business in which the company is
engaged is operated consistently at a loss and might be abandoned
with benefit to the company. The percentage of earnings retained
for business expansion should be noted when dividend-paying
capacity is considered. Potential future income is a major factor
in many valuations of closely-held stocks, and all information
concerning past income which will be helpful in predicting the
future should be secured. Prior earnings records usually are the
most reliable guide as to the future expectancy, but resort to
arbitrary five- or ten-year averages without regard to current
trends or future prospects will not produce a realistic
valuation. If, for instance, a record of progressively increasing
or decreasing net income is found, then greater weight may be
accorded the most recent years' profits in estimating earning
power. It will be helpful, in judging risk and the extent to
which a business is a marginal operation, to consider deductions
from income and net income in terms of percentage of sales. Major
categories of cost and expense to be so analyzed include the
consumption of raw materials and supplies in the case of
manufacturers, processors and fabricators; the cost of purchased
merchandise in the case of merchants; utility services,
insurance; taxes; depletion or depreciation; and interest.
(e) Primary consideration should be given to the dividend-paying
capacity of the company rather than to dividends actually paid in
the past. Recognition must be given to the necessity of retaining
a reasonable portion of profits in a company to meet competition.
Dividend-paying capacity is a factor that must be considered in
an appraisal, but dividends actually paid in the past may not
have any relation to dividend-paying capacity. Specifically, the
dividends paid by a closely held family company may be measured
by the income needs of the stockholders or by their desire to
avoid taxes on dividend receipts, instead of by the ability of
the company to pay dividends. Where an actual or effective
controlling interest in a corporation is to be valued, the
dividend factor is not a material element, since the payment of
such dividends is discretionary with the controlling
stockholders. The individual or group in control can substitute
salaries and bonuses for dividends, thus reducing net income and
understating the dividend-paying capacity of the company. It
follows, therefore, that dividends are less reliable criteria of
fair market value than other applicable factors.
(f) In the final analysis, goodwill is based upon earning capacity.
The presence of goodwill and its value, therefore, rests upon the
excess of net earnings over and above a fair return on the net
tangible assets. While the element of goodwill may be based
primarily on earnings, such factors as the prestige and renown of
the business, the ownership of a trade or brand name, and a
record of successful operation over a prolonged period in a
particular locality also may furnish support for the inclusion of
intangible value. In some instances it may not be possible to
make a separate appraisal of the tangible and intangible assets
of the business. The enterprise has a value as an
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 62
<PAGE>
entity. Whatever intangible value there is, which is supportable
by the facts, may be measured by the amount by which the
appraised value of the intangible assets exceeds the net book
value of such assets.
(g) Sales of stock of a closely held corporation should be carefully
investigated to determine whether they represent transactions at
arm's length. Forced or distress sales do not ordinarily reflect
fair market value nor do isolated sales in small amounts
necessarily control as the measure of value. This is especially
true in the valuation of a controlling interest in a corporation.
Since, in the case of closely held stocks, no prevailing market
prices are available, there is no basis for making an adjustment
for blockage. It follows, therefore, that such stocks should be
valued upon a consideration of all the evidence affecting the
fair market value. The size of the block of stock itself is a
relevant factor to be considered. Although it is true that a
minority interest in an unlisted corporation's stock is more
difficult to sell than a similar block of listed stock, it is
equally true that control of a corporation, either actual or in
effect, representing as it does an added element of value, may
justify a higher value for a specific block of stock.
(h) Section 2031(b) of the Code states, in effect, that in valuing
unlisted securities the value of stock or securities of
corporations engaged in the same or a similar line of business
which are listed on an exchange should be taken into
consideration along with all factors. An important consideration
is that the corporations to be used for comparisons have capital
stocks which are actively traded by the public. In accordance
with section 2031(b) of the Code, stocks listed on an exchange
are to be considered first. However, if sufficient comparable
companies whose stocks are listed on an exchange cannot be found,
other comparable companies which have stocks actively traded in
on the over-the-counter market also may be used. The essential
factor is that whether the stocks are sold on an exchange or
over-the-counter there is evidence of an active, free public
market for the stock as of the valuation date. In selecting
corporations for comparative purposes, care should be taken to
use only comparable companies. Although the only restrictive
requirement as to comparable corporations specified in the
statute is that their lines of business be the same or similar,
yet it is obvious that consideration must be given to other
relevant factors in order that the most valid comparison possible
will be obtained. For illustration, a corporation having one or
more issues of preferred stock, bonds or debentures in addition
to its common stock should not be considered to be directly
comparable to one having only common stock outstanding. In like
manner, a company with a declining business and decreasing
markets is not comparable to one with a record of current
progress and market expansion.
Section 5. Weight to be Accorded Various Factors
The valuation of closely held corporate stock entails the consideration of all
relevant factors as stated in Section 4. Depending upon the circumstances in
each case, certain factors may carry more weight than others because of the
nature of the company's business. To illustrate:
(a) Earnings may be the most important criterion of value in some
cases whereas asset value will receive primary consideration in
others. In general, the appraiser will accord primary
consideration to earnings when valuing stocks of companies which
sell products or services to the public; conversely, in the
investment or holding type of company, the appraiser may accord
the greatest weight to the assets underlying the security to be
valued.
(b) The value of the stock of a closely held investment or real
estate holding company, whether or not family owned, is closely
related to the value of the assets underlying the stock. For
companies of this type the appraiser should determine the fair
market values of the assets of the company. Operating expenses of
such a company and the cost of liquidating, if any, merit
consideration when appraising the relative values of the stock
and the underlying assets. The market values of the underlying
assets give due weight to potential earnings and dividends of the
particular items of
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 63
<PAGE>
property underlying the stock, capitalized at rates deemed proper
by the investing public at the date of appraisal. A current
appraisal by the investing public should be superior to the
retrospective opinion of an individual. For these reasons,
adjusted net worth should be accorded greater weight in valuing
the stock of a closely held investment or real estate holding
company, whether or not family owned, than any of the other
customary yardsticks of appraisal, such as earnings and dividend
paying capacity.
Section 6. Capitalization Rates
In the application of certain fundamental valuation factors, such as earnings
and dividends, it is necessary to capitalize the average or current results at
some appropriate rate. A determination of the proper capitalization rate
presents one of the most difficult problems in valuation. That there is no ready
or simple solution will become apparent by a cursory check of the rates of
return and dividend yields in terms of the selling prices of corporate shares
listed on the major exchanges in the country. Wide variations will be found even
for companies in the same industry. Moreover, the ratio will fluctuate from year
to year depending upon economic conditions. Thus, no standard tables of
capitalization rates applicable to closely held corporations can be formulated.
Among the more important factors to be taken into consideration in deciding upon
a capitalization rate in a particular case are: (1) the nature of the business;
(2) the risk involved; and (3) the stability or irregularity of earnings.
Section 7. Average of Factors
Because valuations cannot be made on the basis of a prescribed formula, there is
no means whereby the various applicable factors in a particular case can be
assigned mathematical weights in deriving the fair market value. For this
reason, no useful purpose is served by taking an average of several factors (for
example, book value, capitalized earnings and capitalized dividends) and basing
the valuation on the result. Such a process excludes active consideration of
other pertinent factors, and the end result cannot be supported by a realistic
application of the significant facts in the case except by mere chance.
Section 8. Restrictive Agreements
Frequently, in the valuation of closely held stock for estate and gift tax
purposes, it will be found that the stock is subject to an agreement restricting
its sale or transfer. Where shares of a stock were acquired by a decedent
subject to an option reserved by the issuing corporation to repurchase at a
certain price, the option price is usually accepted as the fair market value for
estate tax purposes (see Revenue Ruling 54-76, C.B. 1954-1, 194.) However, in
such cases the option price is not determinative of fair market value for gift
tax purposes. Where the option or buy and sell agreement is the result of
voluntary action by the stockholders and is binding during the life as well as
at the death of the stockholders, such agreement may or may not, depending upon
the circumstances of each case, fix the value for estate tax purposes. However,
such agreement is a factor to be considered, with other relevant factors, in
determining fair market value. Where the stockholder is free to dispose of his
shares during life and the option is to become effective only upon his death,
the fair market value is not limited to the option price. It is always necessary
to consider the relationship of the parties, the relative number of shares held
by the decedent, and other material facts, to determine whether the agreement
represents a bona fide business arrangement or is a device to pass the
decedent's shares to the natural objects of his bounty for less than an adequate
and full consideration in money or money's worth. (In this connection, see
Revenue Ruling 157 C.B. 1953-2, 255, and Revenue Ruling 189, C.B. 1953-2, 294.)
Section 9. Effect on Other Documents
Revenue Ruling 54-77, C.B. 1954-1, 187, is hereby superseded.(1)
-------------------
(1) Source: INTERNAL REVENUE BULLETIN; Cumulative Bulletin 1959-1, January -
June 1959, pp. 237-244.
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 64
<PAGE>
APPENDIX D
Credentials of HVA Professionals
VALUATION OF MKR HOLDINGS AS OF MARCH, 31 2000 PAGE 65
<PAGE>
FREDERIC L. JONES, ASA
SALT LAKE CITY OFFICE [LOGO]
PROFESSIONAL
--------------------------------------------------------------------------------
DESIGNATIONS Accredited Senior Appraiser (ASA)
Senior Member of the American Society of Appraisers,
Business Valuation Registered Appraiser, State of Utah
ACADEMIC DEGREES B.A., DARTMOUTH COLLEGE, ECONOMICS
M.B.A., Dartmouth College, Amos Tuck School of Business
Administration
EMPLOYMENT HOULIHAN VALUATION ADVISORS
PRINCIPAL - 1988 TO PRESENT
THE FIRM PROVIDES FINANCIAL OPINIONS, SECURITIES VALUATION,
AND CORPORATE ADVISORY SERVICES TO CORPORATIONS,
INSTITUTIONS, AGENCIES, FIDUCIARIES, PARTNERSHIPS AND
INDIVIDUALS REQUIRING EXPERT OPINION ON PRICING, STRUCTURE,
FAIRNESS, OR SOLVENCY IN CONNECTION WITH: MERGERS,
ACQUISITIONS, DIVESTITURES, RECAPITALIZATIONS, EQUITY
ALLOCATION, LBO'S, ESOP'S, TAXES LITIGATION, INTANGIBLE
ASSETS AND FRAUDULENT TRANSFERS.
SKI COUNTRY ADVISORS, A DIVISION OF HOULIHAN VALUATION
ADVISORS
PRINCIPAL - 188 TO PRESENT
THE FIRM PROVIDES BUSINESS VALUATION, BUSINESS PLANNING,
FINANCIAL RESTRUCTURING AND FEASIBILITY ANALYSES TO THE SKI
INDUSTRY.
SUGARBUSH RESORT (VERMONT)
PRESIDENT AND CHIEF EXECUTIVE OFFICER - 1985 TO 1987
KIRKWOOD RESORT (CALIFORNIA)
PRESIDENT AND CHIEF EXECUTIVE OFFICER - 1980 TO 1985
COPPER MOUNTAIN (COLORADO)
VICE PRESIDENT OF OPERATIONS - 1973 TO 1980
WATERVILLE VALLEY RESORT (NEW HAMPSHIRE)
GENERAL MANAGER AND VICE PRESIDENT - 1969 TO 1973
MACK MOLDING COMPANY
PRODUCTION MANAGER AND VICE PRESIDENT - 1964 TO 1965, 1967
TO 1969
EXPERIENCE SIGNIFICANT EXPERIENCE IN BUSINESS VALUATION AND BUSINESS
PLANNING, AS WELL AS FINANCIAL ANALYSIS AND RESTRUCTURING.
OVER 20 YEARS OF EXPERIENCE IN OPERATING AND RESTRUCTURING
SMALL TO MEDIUM SIZE COMPANIES IN THE RECREATION/LEISURE AND
MANUFACTURING INDUSTRIES. EXTENSIVE BACKGROUND IN STRATEGIC
PLANNING, DEVELOPMENT, OPERATION, FINANCING AND MANAGEMENT
OF BUSINESSES. HIS BUSINESS TRAINING AND PRACTICAL
EXPERIENCE GIVE HIM A BROAD PERSPECTIVE FROM WHICH TO
PROVIDE ASSISTANCE TO CLIENTS IN A WIDE VARIETY OF
BUSINESSES.
PROFESSIONAL AMERICAN SOCIETY OF APPRAISER - VICE PRESIDENT SALT LAKE
SOCIETIES CITY CHAPTER, 1993 TO 1994; PRESIDENT, 1994 TO 1995
NATIONAL SKI AREAS ASSOCIATION
