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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 0-24556
MKR HOLDINGS
(Exact name of registrant as specified in its charter)
Utah 87-0372759
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1070 West 2300 South
Salt Lake City, Utah 84119
(Address of principal executive offices)
(801) 972-2100
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filings
requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class of Common Stock Outstanding at August 9, 2000
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Common Stock, $0.01 par value 11,102,077
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MKR HOLDINGS
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1. Financial Statements Page
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<S> <C>
Statements of Net Assets in Liquidation
As of June 30, 2000 and March 31, 2000 3
Statement of Changes in Net Assets in Liquidation
For the Period from April 1, 2000 through June 30, 2000 3
Condensed Consolidated Statement of Operations
For the Three Months Ended June 30, 1999 4
Condensed Consolidated Statement of Cash Flows
For the Three Months Ended June 30, 1999 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Consolidated Financial
Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk 10
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
</TABLE>
2
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
MKR HOLDINGS
STATEMENTS OF NET ASSETS IN LIQUIDATION
(Dollars in Thousands, Except Share and Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
June 30, March 31,
2000 2000
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<S> <C> <C>
Assets:
Cash and cash equivalents $ 39 $ 66
Investment in Marker International GmbH 2,840 2,840
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Total assets in liquidation 2,879 2,906
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Liabilities:
Accounts payable and accrued liabilities 162 183
Advances payable to Marker International GmbH 55 55
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Total liabilities in liquidation 217 238
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Net assets in liquidation $2,662 $2,668
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Net assets in liquidation per common share (based
on 11,102,077 common shares outstanding) $ .24 $ .24
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MKR HOLDINGS
STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
FOR THE PERIOD FROM APRIL 1, 2000 THROUGH JUNE 30, 2000
(Dollars in Thousands)
(Unaudited)
<TABLE>
<S> <C>
General and administrative expenses $ 6
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Net change in net assets for the period 6
Net assets at March 31, 2000 2,668
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Net assets at June 30, 2000 $2,662
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</TABLE>
The accompanying notes to condensed consolidated financial statements
are an integral part of these condensed consolidated statements.
3
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MKR HOLDINGS
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the Three
Months Ended
June 30, 1999
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NET SALES $ 3,070
COST OF SALES 2,179
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GROSS PROFIT 891
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OPERATING EXPENSES:
Selling 1,698
General and administrative 2,299
Research and development 440
Warehousing and shipping 311
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4,748
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OPERATING LOSS (3,857)
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OTHER INCOME (EXPENSE):
Interest expense (960)
Other, net (48)
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(1,008)
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LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (4,865)
PROVISION FOR INCOME TAXES (62)
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LOSS FROM CONTINUING OPERATIONS (4,927)
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DISCONTINUED OPERATIONS:
Income on disposal of snowboard business, net of income taxes 81
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INCOME FROM DISCONTINUED OPERATIONS 81
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NET LOSS $(4,846)
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</TABLE>
The accompanying notes to condensed consolidated financial statements
are an integral part of this condensed consolidated statement.
4
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MKR HOLDINGS
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the Three
Months Ended
June 30, 1999
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<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(4,846)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 1,011
Change in assets and liabilities:
Decrease in accounts receivable, net 2,025
Increase in inventories (6,856)
Increase in prepaid and other assets (263)
Increase in accounts payable 80
Decrease in other current liabilities (825)
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NET CASH USED IN OPERATING ACTIVITIES (9,674)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (339)
Proceeds from disposition of equipment 160
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NET CASH USED IN INVESTING ACTIVITIES (179)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on notes payable to banks 8,498
Principal payments on long-term debt (2,541)
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NET CASH PROVIDED BY FINANCING ACTIVITIES 5,957
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Effect of foreign exchange rate changes on cash and cash equivalents 252
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Net decrease in cash and cash equivalents (3,644)
Cash and cash equivalents at beginning of period 5,547
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,903
=======
</TABLE>
The accompanying notes to condensed consolidated financial statements
are an integral part of this condensed consolidated statement.
5
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PART I - FINANCIAL INFORMATION - (CONTINUED)
NOTE 1. INTERIM FINANCIAL STATMENTS
The accompanying condensed consolidated financial statements include the
accounts of MKR Holdings (the "Company"). The condensed consolidated financial
statements have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission (the "SEC"). Certain information and footnote
disclosures normally required in financial statements prepared in accordance
with generally accepted accounting principles have been omitted pursuant to such
rules and regulations.
The Company is no longer engaged in the conduct of business and operates
for the sole purpose of holding and subsequently liquidating its assets (which
consist almost entirely of its equity interest in Marker International GmbH
("Newco")). As a result the Company's financial statements have been prepared on
a liquidation basis. Prior to November 30, 1999, MKR Holdings, then named Marker
International, was a holding company which operated through its subsidiaries,
Marker Deutschland GmbH, Marker USA, Inc., Marker Ltd., Marker Japan Co. Ltd.,
Marker Austria GmbH and Marker Canada, Ltd.
The statements of changes in net assets in liquidation for the period from
April 1, 2000 through June 30, 2000 is not necessarily indicative of the results
for the full fiscal year. It is suggested that these condensed consolidated
financial statements be read in conjunction with the financial statements and
notes thereto included in the Company's most recent annual report on Form 10-K,
as filed with the SEC.
On November 30, 1999 (the "Closing Date"), the Company sold substantially
all of its assets (including the equity securities of its subsidiaries) to
Newco, 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 Newco. In exchange, Newco assumed substantially all of the liabilities of
the Company and the Company received a 15% equity interest in Newco. The
remaining 85% equity interest in Newco 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 Newco $15,000,000 in cash for its 85% equity interest in Newco. As
a result of CT's purchase of 66.66% of Marker Canada, Ltd. in June 1999 for
$1,025,501, CT's actual contribution to Newco totaled $13,974,499.
In connection with the Purchase Agreement, the Company and CT entered into
an operating agreement which, among other things, grants CT an option (the
"Option") to purchase the Company's 15% equity interest in Newco 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 the Company
to Newco, (b) all unreimbursed advances from Newco for operating and
administrative expenses (currently estimated to be approximately $300,000 per
year) and costs of defending indemnifiable claims, if any, incurred by Newco,
together with interest thereon, (c) all advances by Newco to the Company to pay
any income tax liability, together with interest thereon, plus (d) $775,000.
Thereafter, the Company will be liquidated and the net proceeds of the exercise
of the Option will be distributed to the shareholders of the Company in
liquidation. In determining fair market value, all of CT's $15,000,000 transfer
has been considered equity.
6
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PART I - FINANCIAL INFORMATION - (CONTINUED)
In connection with the Purchase Agreement, the Company 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 such plan. On August 19, 1999, the
Company, 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. The Company did not distribute any securities in connection with the Plan.
As a result of the events described above, the Company is no longer engaged
in the conduct of business and operates for the sole purpose of holding and
subsequently liquidating its assets (which consist almost entirely of its equity
interest in Newco). The Company 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 the Company will receive an equity interest in Newco equal to
each shareholder's pro rata share of the Company's 15% equity interest in Newco.
The Company recognized a gain of $16.5 million from the sale to Newco of
substantially all of the Company's assets and the assumption by Newco of certain
of the Company's liabilities pursuant to the Purchase Agreement. The Company has
valued and accounted for its 15% equity interest in Newco (the "Investment")
based on the estimated liquidation value. Based upon the sales price of
substantially all of the assets, the initial liquidation value of the Investment
was approximately $1.9 million. Changes in liquidation value to date are
recorded as unrealized gains or losses in each period. As of March 31, 2000,
based on a report by an independent appraiser, the Investment was valued at
approximately $2.8 million ($3.6 million less the $775,000 that will be deducted
from the purchase price if CT exercises the Option). This appraisal of the value
of the Investment will be updated going forward on at least an annual basis and
the accounting for the Investment will be adjusted accordingly. The actual
liquidation value of the Company's Investment, when such liquidation occurs, may
differ materially from the estimated value herein recorded. In addition, the
liquidation value going forward will be reduced by the amount of general and
administrative expenses that have yet to be incurred by the Company. The
financial statements of Newco will be filed by an amendment to our Form 10-K
(filed on July 17, 2000) within 180 days of March 31, 2000.
In connection with the sale of the Company's assets, the Company adopted
the liquidation basis of accounting effective December 1, 1999. Under this basis
of accounting, assets and
7
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PART I - FINANCIAL INFORMATION - (CONTINUED)
liabilities are stated at their estimated net realizable value. The Company's
financial statements prior to December 1, 1999 were, and are, presented on a
going concern basis.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
On November 30, 1999 (the "Closing Date"), the Company sold substantially
all of its assets (including the equity securities of its subsidiaries) to
Marker International GmbH, a GmbH organized under the laws of Switzerland
("Newco"), 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 Newco. In exchange, Newco assumed
substantially all of the liabilities of the Company and the Company received a
15% equity interest in Newco. The remaining 85% equity interest in Newco 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 Newco $15,000,000 in cash for its
85% equity interest in Newco. As a result of CT's purchase of 66.66% of Marker
Canada, Ltd. in June 1999 for $1,025,501, CT's actual contribution to Newco
totaled $13,974,499.
In connection with the Purchase Agreement, the Company and CT entered into
an operating agreement which, among other things, grants CT an option (the
"Option") to purchase the Company's 15% equity interest in Newco 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 the Company
to Newco, (b) all unreimbursed advances from Newco for operating and
administrative expenses (currently estimated to be approximately $300,000 per
year) and costs of defending indemnifiable claims, if any, incurred by Newco,
together with interest thereon, (c) all advances by Newco to the Company to pay
any income tax liability, together with interest thereon, plus (d) $775,000.
Thereafter, the Company will be liquidated and the net proceeds of the exercise
of the Option will be distributed to the shareholders of the Company 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, the Company 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, the Company, 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
8
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PART I - FINANCIAL INFORMATION - (CONTINUED)
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. The Company did not distribute any
securities in connection with the Plan.
As a result of the events described above, the Company is no longer engaged
in the conduct of business and operates for the sole purpose of holding and
subsequently liquidating its assets (which consist almost entirely of its equity
interest in Newco). The Company 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 the Company will receive an equity interest in Newco equal to
each shareholder's pro rata share of the Company's 15% equity interest in Newco.
The Company recognized a gain of $16.5 million from the sale to Newco of
substantially all of the Company's assets and the assumption by Newco of certain
of the Company's liabilities pursuant to the Purchase Agreement. The Company has
valued and accounted for its 15% equity interest in Newco (the "Investment")
based on the estimated liquidation value. Based upon the sales price of
substantially all of the assets, Newco's initial liquidation value of the
Investment was approximately $1.9 million. Changes in liquidation value to date
are recorded as unrealized gains or losses in each period. As of March 31, 2000,
based on a report by an independent appraiser, the Investment was valued at
approximately $2.8 million ($3.6 million less the $775,000 that will be deducted
from the purchase price if CT exercises the Option). This appraisal of the value
of the Investment will be updated going forward on at least an annual basis and
the accounting for the Investment will be adjusted accordingly. The actual
liquidation value of the Company's Investment, when such liquidation occurs, may
differ materially from the estimated value recorded herein. The financial
statements of Newco will be filed by an amendment to our Form 10-K (filed on
July 17, 2000) within 180 days of March 31, 2000.
RESULTS OF OPERATIONS
Comparisons of operations for the three months ended June 30, 2000, to the
corresponding period of the prior fiscal year are not meaningful due to the
consummation of the transactions contemplated in the Purchase Agreement. As
discussed in Note 1 to the financial statements, the Company is no longer
engaged in the conduct of business and operates for the sole purpose of holding
and subsequently liquidating its assets. Since December 1, 1999, the Company's
financial statements have been reported in accordance with the liquidation basis
of accounting.
9
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PART I - FINANCIAL INFORMATION - (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash needs are for its payroll, professional fees
incurred in preparing the Company's monthly financial statements and in
connection with its required SEC filings and administrative expenses.
The Company's sole source of working capital is monthly advances from
Newco. Pursuant to the Purchase Agreement, Newco is obliged to lend up to
$300,000 annually to the Company for its operations and associated expenses.
This obligation extends until November 30, 2001, the second anniversary of the
Closing Date. The Company currently has no commitments to fund its operations
subsequent to November 30, 2001. As of June 30, 2000, the Company had received
$55,000 in advances from Newco. The Company believes that $300,000 should be
adequate to fund the required activities of the Company on an annual basis until
November 30, 2001, absent unanticipated or extraordinary circumstances. The
funds advanced from Newco to the Company will reduce the value to be received by
the Company upon its liquidation. The interest rate for advances from Newco is
5%.
OTHER MATTERS
Pursuant to the Plan, the Company changed its name to MKR Holdings.
Pursuant to the Confirmation Order, the Company amended its articles of
incorporation and by-laws to satisfy the provisions of the Purchase Agreement,
the Plan and the Confirmation Order.
Pursuant to the Plan, as of November 30, 1999, the business and affairs of
the Company have been managed by, and under the direction of, a Board of
Directors, which consists of Kevin Hardy, Henry E. Tauber and Louis M. Alpern.
In addition to being a director and an officer of the Company, Mr. Hardy serves
as the Chief Financial Officer and Secretary and a director of Marker USA, a
subsidiary of Newco.
The Company was recently notified by NASDAQ that it should obtain a
different ticker symbol due to the Company's name change pursuant to such
requests, effective August 3, 2000, the Company's ticker symbol changed from
MRKR to MKRH.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company is exposed to market risk, including various interest rate and
foreign currency exchange rate risks.
FOREIGN CURRENCY RISK - The functional currency of Newco is the Euro. As a
result, the value of the Company's Investment is subject to foreign currency
fluctuations between the U.S. Dollar and the Euro which could have a material
impact on the fair value of the Company's Investment.
INTEREST RATE RISK - The Company no longer has any significant exposure to
market risks for changes in interest rates since the Company's borrowings from
Newco is at a fixed rate of 5%.
10
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) EXHIBITS:
10.42 Valuation of Marker International GmbH as of March 31, 2000.
27 Financial Data Schedule. *
b) Reports filed on Form 8-K:
None.
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* Filed herewith.
11
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MKR HOLDINGS
Registrant
Dated: August 9, 2000 /s/ Kevin Hardy
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Kevin Hardy
President and Chief Financial Officer
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