Marker International ("Marker" or the "Company") is a leading designer, developer, manufacturer and marketer of alpine ski bindings in the United States and throughout the world. Marker had total annual sales equal to $126.4 million in fiscal 1997, compared to $16.0 million in 1984, when Henry E. Tauber, the Company's Chairman of the Board and President, acquired the Company. Marker International is a holding company which 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, which also distributes bindings in Germany, to subsidiaries of the Company, and to independent distributors in countries where the Company does not have a distribution subsidiary. Marker Ltd., also a subsidiary of the Company, designs, distributes and sells to retailers the Company's clothing, gloves and luggage products for skiing and other recreational activities. The principal markets for the Company's products are North America, Europe and Asia.
In addition, Marker International, through its 80% owned subsidiary, DNR Sportsystem Ltd. ("DNR"), and its newly created and wholly-owned subsidiaries, DNR USA, Inc.("DNR USA"), DNR North America, Inc. ("DNR North America") and DNR Japan Co., Ltd. ("DNR Japan"), is a leading designer, developer, manufacturer and marketer of snowboards, Interface Step-in SYSTEMSTM, traditional snowboard bindings and snowboard boots. DNR Sportsystem Ltd. designs, develops and distributes snowboards and related products throughout the world. DNR USA manufactures snowboards for distribution worldwide under the Santa CruzTM and DNRTM brand names. DNR North America and DNR Japan, through their own sales force market snowboards, Interface Step-in SystemsTM, snowboard bindings and boots directly to retailers in the United States and Japan, respectively.
In June of 1995, the Company acquired a 25% equity interest in DNR. In June of 1996, the Company acquired an additional 55% of the common shares of DNR, bringing its total ownership in DNR to 80%. The Company's 80% interest in DNR is held by the Company's wholly-owned subsidiary, Marker AG.
In July of 1996, the Company closed a secondary public offering of the Company's Common Stock. In connection therewith, the Company issued 2,680,000 shares of Common Stock, including 180,000 shares issued in connection with the closing of the underwriters over-allotment option. The Company received aggregate net proceeds of approximately $14.8 million and utilized such net proceeds to partly finance the purchase of the additional shares of DNR.
During fiscal 1997, the Company formed DNR USA, to manufacture snowboards at a state-of-the-art snowboard production facility in Salt Lake City, Utah. In
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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.
In January of 1997, the Company completed construction of its 56,608 square foot snowboard manufacturing facility located in Salt Lake City, Utah.
Products
Ski Bindings
The Company designs, develops, manufactures and distributes ski bindings consisting of more than 30 high quality models. The models range from high performance racing models, such as the Logic M9.1 Turbo SC RacingTM and other top-end models featuring the Company's patented Selective Control SystemTM, BiometricTM Programmed Upward Release and Comshock PistonTM, to the children's M9 model. Suggested retail prices in the United States of such models range from $115 to $395. Each model is available in a variety of colors selected by the Company based on an analysis of consumer preferences.
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 LogicTM, TwincamTM, and Gliding AFDTM technology. The Company developed the patented LogicTM, TwincamTM, and Gliding AFDTM technology, which together tightly couple the ski boot and binding toe-piece, resulting in a binding system that is designed not to be affected by contamination between the ski boot and binding. In addition, certain models of Marker bindings also feature either the Company's BiometricTM, Full SpectrumTM or V-TECHTM technology. These technologies allow the ski boot to be released from a binding at any angle in a 180 degree spectrum, thereby increasing skier safety.
Snowboard, Interface, Bindings and Boots
The Company designs, develops, manufacturers and distributes snowboards and offers more than 40 models designed for novice to world-class snowboard riders. The Company's line of snowboards accommodates the needs of a full range of snowboarding styles, including racers, freeriders, freestylers and freecarvers. The snowboards range in suggested retail price, in the United States, from approximately $230 to $500.
The Company seeks to apply innovative technologies to the manufacture of snowboards. Innovations introduced by the Company include the SplitTM snowboard
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which features two independent Lightweight Sensor Wood Cores with Isocore connecting the cores. Isocore is used in the Company's top-end models to enhance edge hold and tracking, making it possible to easily and quickly change the arc of a turn while on edge. Lightweight Sensor Wood Cores are also used in top-end models to enhance snowboard durability and performance. The use of torsion frame and carbon torsion frame construction by the Company increases snowboard edge pressure.
In addition to providing technologically advanced snowboards, the Company produces creative graphics for its snowboards. The Company believes that the use of transparent constructions, three-dimensional topsheets and innovative color schemes have helped to establish it as a leader in snowboard graphic design. One of the Company's high performance snowboard models, the H-Type Riders Choice, which is marketed under the Santa Cruz brand name, has been exhibited for its design at the Museum of Modern Art in New York City.
Snowboard bindings connect the snowboard rider to the snowboard and can have a significant affect on the performance of the board. In 1996, the Company introduced a technologically advanced soft boot Interface Step-in SystemTM for snowboarders. The Interface Step-in SystemTM was developed by the Company and Tecnica(R), a leading ski and snowboard boot manufacturer. The Company believes that the new Interface Step-in SystemTM includes innovative features which provide entry and exit convenience and incorporates a new soft boot design which offers comfort, mobility and more precise power transmission and edge pressure distribution than was previously available in the industry. The Interface Step-in SystemTM has a suggested retail price, in the United States, ranging from $250 to $450.
The Company offers more than 15 models of traditional soft boot snowboard bindings that incorporate lightweight designs and high grade materials. In developing its traditional snowboard bindings, the Company seeks to provide durability, comfort, ease of use and performance for riders of all levels.
The Company has developed a wide range of snowboard boots for snowboard riders of varying riding types, ages and abilities. The Company has more than 15 models that incorporate innovative technologies, including one-piece linerless softboot construction, laceless liner, gel-cushioned soles and dual-density shock absorbing soles.
Soft Goods
The Company designs, distributes and markets apparel for adults and children, gloves and ski and non-ski luggage. The Company's clothing line features quality, functional and versatile performance wear for year-round sports and recreational activities available at a wide range of prices.
In October 1995, Marker Ltd. was selected by the Salt Lake Olympic Organizing Committee for the 2002 Olympic Winter Games ("SLOC") as the licensee
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for the sale in the state of Utah of winter outerwear, polar fleece, luggage and gloves with the imprint and embroidery of the 2002 Olympic Winter Games. In February 1996, Marker Ltd. was selected as licensee for the sale in the state of Utah of T-shirts, sweatshirts, golf shirts and related apparel with the imprint and embroidery of the 2002 Olympic Winter Games. In January 1997, both of these contracts were extended through December 31, 1997 and the distribution territory was expanded to include several states.
The Company's apparel lines, gloves and luggage are sold year round to retailers mainly in the United States through Marker Ltd.'s own sales force.
Marketing
The Company actively advertises and markets its products. The Company spends the majority of its advertising budget on advertisements in ski and snowboard magazines, such as Skiing Magazine, Ski Magazine, Snow Country, Powder Magazine, Snowboarder and Transworld Snowboarding 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 so that they will use Marker products and recommend them to their retail customers. In this regard, the Company, through its sales force, conducts in-shop sales clinics. 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. Additionally, 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 recognition of the Marker brand name, the Company also establishes endorsement relationships with national ski teams and racing professionals. These endorsement contracts 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 using and endorsing Marker bindings have been among the winners in World Cup, World Championship and Olympic competitions. Many of the United States' best-known skiers, including 1996 World Alpine Downhill champion Picabo Street, three-time World Cup Champion and Olympic Gold medalist Phil Mahre, World Champions Steve Mahre and Tamara McKinney and Olympic Gold medalist Stein Eriksen, endorse and use Marker bindings.
Many Olympic, World Cup and professional ski competitions have been won by racers endorsing and using Marker bindings. Skiers endorsing and using Marker bindings dominated the 1997 FIS World Championships held in Sestrieres, Italy in February 1997, winning more medals than any other company: 3 Gold, 3 Silver and
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4 Bronze. The 1997 World Championship Gold medalists endorsing and using Marker bindings included Michael Von Gruenigen of Switzerland in the Alpine Giant Slalom, Isolde Kostner of Italy in the Alpine Super G and Renate Goetschl of Austria in the Alpine Downhill.
Skiers endorsing and using Marker bindings also excelled in the season long 1997 FIS World Cup competition. Marker skiers include Pernilla Wiberg of Sweden, the 1997 Women's Overall World Cup Champion and Slalom World Cup Champion, Hilde Gerg of Germany, the Women's 1997 Super G World Cup Champion, Renate Goetschl of Austria, the Women's 1997 Downhill World Cup Champion, and Michael Von Gruenigen of Switzerland, the Men's 1997 Giant Slalom World Cup Champion. Hans Hofer of Austria was the Men's 1997 US Pro Tour Overall Champion. The Company believes that winning World Cup, World Championship and Olympic competitions at places like St. Anton, Sestrieres and Nagano increases the Company's visibility in the marketplace. Marker engineers also use these competitions as opportunities to work with the Marker skiers to develop new products and to test and refine prototypes, with the goal of benefiting skiers of all levels.
For its snowboard products, the Company markets the "Santa Cruz" and "DNR" brands through the implementation of product advertising programs with its distribution subsidiaries and its distributors. The Company and certain distributors also sponsor teams of professional riders as part of the Company's marketing and communications strategy. These riders typically enter into endorsement contracts with DNR Sportsystem, with a length of one to two years, providing for a base payment to the rider, with additional payments for placing in a competition. These riders are involved in the testing phase of new or prototype DNR Sportsystem products and often contribute ideas for future developments. The riders participate in International, World-Cup, Pro Tour and other events to promote DNR Sportsystem products. Bertrand Denervaud, who rides "Santa Cruz" snowboards and is the five-time overall World Pro Tour winner, endorses the Company's products. |