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MKR Holdings · 10-K405/A · For 3/31/00

Filed On 9/29/00 3:56pm ET · SEC File 0-24556 · Accession Number 912057-0-43178

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 9/29/00  MKR Holdings                      10-K405/A   3/31/00    1:32                                     Merrill Corp/FA

Amendment to Annual Report -- [X] Reg. S-K Item 405 · Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405/A   Amendment to Annual Report -- [X] Reg. S-K Item       32     68K 
                          405

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Exhibits, Consolidated Financial Statement Schedules and Reports on Form 8-K
1	1st Page
2	Item 14. Exhibits, Consolidated Financial Statement Schedules and Reports on Form 8-K

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 10-K/A
 (AMENDMENT NO. 1)

 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 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
   incorporation or organization)                  Identification No.)

1070 WEST 2300 SOUTH                                  
 SALT LAKE CITY, UTAH                              84119
(Address of principal executive office)                   (Zip Code)      

Registrant's telephone number, including area code: (801) 972-2100

Securities registered pursuant to Section 12(b) of the Act: NONE

 Securities registered pursuant to Section 12(g) of the Act:
Title of Class
--------------
COMMON STOCK, PAR VALUE $.01 PER SHARE

         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 
filing requirements for the past 90 days.                                       
 YES X  NO
       ---   ---

       Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,  
to the best of registrant's knowledge, in definitive proxy or information       
statements incorporated by reference in Part III of this Form 10-K or any       
amendment to this Form 10-K. [x]                                                

      The aggregate market value of voting stock held by non-affiliates of
the Registrant as of June 30, 2000 (based upon the average of closing bid and   
ask prices as of such date) was $946,209.                                       

      The number of shares of Common Stock outstanding as of June 30, 2000
was 11,120,577.                                                                 

DOCUMENTS INCORPORATED BY REFERENCE:
 LIST HEREUNDER THE FOLLOWING DOCUMENTS IF INCORPORATED BY REFERENCE AND
THE PART OF THE FORM 10-K INTO WHICH THE DOCUMENT IS INCORPORATED: NONE.

10-K405/A 2nd Page of 32 TOC 1st Previous Next Bottom Just 2nd

        The information appearing in Part IV, Item 14, of MKR Holding's Annual
Report on Form 10-K for the fiscal year ended March 31, 2000 is hereby amended  
to include the following financial statements of Marker International GmbH.     

ITEM 14.  EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES AND REPORTS ON   
FORM 8-K                                                                        

(a)  1.  MARKER INTERNATIONAL GMBH                                              

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AUDITOR'S REPORT                                                                

To the Shareholders of Marker International GmbH:                               

We have audited the accompanying consolidated balance sheet of Marker           
International GmbH and subsidiaries as of March 31, 2000 and the related        
statement of loss and cash flows for the nine months period then ended. These   
consolidated financial statements are the responsibility of the Company's       
management. Our responsibility is to express an opinion on these consolidated   
financial statements based on our audit.                                        

We conducted our audit in accordance with International Standards on            
Auditing. Those standards require that we plan and perform the audit to         
obtain reasonable assurance about whether the consolidated financial            
statements are free of material misstatement. An audit includes examining, on   
a test basis, evidence supporting the amounts and disclosures in the            
consolidated financial statements. An audit also includes assessing the         
accounting principles used and the significant estimates made by management,    
as well as evaluating the overall consolidated financial statements             
presentation. We believe that our audit provides a reasonable basis for our     
opinion.                                                                        

The financial statements of Marker International GmbH have been examined by     
another auditing firm, whose report have been provided to us. Our opinion       
expressed in this report, insofar as it relates to the amounts included for     
that company, is based also upon the audit of the other auditing firm.          

In our opinion, the consolidated financial statements give a true and fair      
view of the financial position of Marker International GmbH and subsidiaries    
as of March 31, 2000, and of the results of their operations and their cash     
flows for the nine months period then ended, in accordance with International   
Accounting Standards.                                                           

Without qualifying our opinion, we draw attention to the fact that, as shown    
in the accompanying consolidated financial statements, the Group has incurred   
significant losses during its first business period and presents a deficit of   
Euro 4,433 thousand at March 31, 2000. Management's plans in regards to these   
matters are described in paragraph 1 of the notes to the consolidated           
financial statements, and their success depends on the financial support of     
the shareholders and the banks. At present bank negotiations are in process     
with the purpose of establishing the conditions of credit lines to be granted   
for the business period 2000/2001. Presently, the outcome of these              
negotiations has not yet been defined. The consolidated financial statements    
have been prepared assuming that the Group will continue as a going concern     
and do not include any evaluation should the agreement not be reached.          

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Page 2                                                                          

Accounting practices used by Marker International GmbH in preparing the         
accompanying consolidated financial statements conform with the International   
Accounting Standards but do not conform with accounting principles generally    
accepted in the United States. A description of these differences and a         
partial reconciliation as permitted by Form 20-F of consolidated income and     
shareholders' equity to U.S. generally accepted accounting principles is set    
forth in Note 34.                                                               

/s/ Arthur Andersen S.p.A                                                       
------------------------------                                                  
Arthur Andersen S.p.A                                                           

Treviso, Italy,                                                                 
June 19, 2000                                                                   

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MARKER GROUP                                                                    

CONSOLIDATED BALANCE SHEET AS OF MARCH 31ST ,2000                               

                                                                [Download Table]

                                                              March, 31 2000  
                                                             Thousands of Euro
                                                             -----------------
                                                                              
ASSETS                                                                        

CURRENT ASSETS                                                                

Cash and cash equivalents                  Note 6                       5.595 

Trade receivables                          Note 7                      18.268 
Receivables due from related companies     Note 8                         280 
Other receivables                          Note 9                         303 
Inventories                                Note 10                     16.594 
Prepaid expenses and accrued income        Note 11                        295 
Other current assets                       Note 12                        134 
                                                                   -----------
TOTAL CURRENT ASSETS                                                   41.469 
                                                                   -----------

NON-CURRENT ASSETS                                                            

Tangible fixed assets                      Note 13                      5.870 
Goodwill                                   Note 14                      3.755 
Intangible fixed assets                    Note 14                      2.417 
Other non current assets                   Note 15                        531 
                                                                   -----------
TOTAL NON-CURRENT ASSETS                                               12.573 
                                                                   -----------
TOTAL ASSETS                                                           54.042 
                                                                   ===========


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                                                                [Download Table]

                                                              March, 31 2000  
                                                             Thousands of Euro
                                                             -----------------
                                                                              
LIABILITIES AND SHAREHOLDERS' EQUITY                                          

CURRENT LIABILITIES                                                           
Trade Payables                                                          1.829 
Related Companies Payables                 Note 8                       4.453 
Bank overdrafts and loans                  Note 16                     21.290 
Short-term portion of medium/long term     Note 17                      1.834 
loans                                                                         
Other payables                             Note 18,19                   3.431 
Creditors due within 12 months                                                
Accrued Expenses and deferred income       Note 20                      1.550 
                                                                   -----------
TOTAL CURRENT LIABILITIES                                              34.387 
                                                                   -----------

NON-CURRENT LIABILITIES                                                       

Medium/long term loans net of              Note 21                      9.891 
short-term portion                                                            
Parent Company loan                        Note 21                     12.744 
Medium/long term loans net of              Note 21                      1.453 
short-term portion from related companies                                     
                                                                   -----------
TOTAL NON-CURRENT LIABILITIES                                          24.088 
                                                                   -----------

                                                                   -----------
TOTAL LIABILITIES                                                      58.475 
                                                                   -----------
SHAREHOLDERS' EQUITY                                                          
Share Capital                              Note 17                      1.249 
Translation Adjustments                    Note 17                       (30) 
Net result of the year                     Note 17                    (5.652) 
                                                                   -----------
TOTAL NET EQUITY                                                      (4.433) 
                                                                   -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                             54.042 
                                                                   ===========


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MARKER GROUP                                                                    

CONSOLIDATED INCOME STATEMENT FOR THE 9 MONTHS PERIOD ENDED MARCH 31ST, 2000    

                                                                [Download Table]

                                                           Thousands of Euro 
                                                           ----------------- 
                                                                             
Net sales                                   Note 22                    20.516

Cost of sales                               Note 23                  (16.432)
                                                                    -------- 

GROSS PROFIT                                                            4.084
Selling Expenses                            Note 25        (4.951)           
Warehouse and Shipping                      Note 26          (702)           
General and Administrative Expenses         Note 27        (2.702)           
Other Operating Expenses                    Note 28          (604)           
Operating Expenses                                                    (8.959)
                                                                    -------- 
PROFIT FROM OPERATIONS                                                (4.875)

Financial Expenses, Net                     Note 29        (1.123)           
Other Expenses                              Note 30           356            

Other income (expenses)                                                 (767)
                                                           ------   -------- 

PROFIT BEFORE TAXATION                                                (5.642)

Current                                                       (10)           
Deferred                                                        0            
                                                           ------            
Income taxes                                Note 31                      (10)
                                                                    -------- 
NET RESULT FOR THE YEAR                                               (5.652)
                                                                    ======== 


The Group's consolidated income statement is prepared for the 9- months         
period from the incorporation of the parent company to March 31st, 2000. The    
income statements of the operating subsidiaries are included for the 4 month    
period from the date of their contribution into the Group - November, 30th,     
1999 - to March, 31st, 2000.                                                    

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MARKER GROUP                                                                    

CONSOLIDATED CASH FLOW STATEMENTS                                               
FOR THE 9 MONTHS PERIOD ENDED MARCH 31ST, 2000                                  

                                                                [Download Table]

                                                           Thousands of Euro     
                                                           -----------------     
                                                                                 
NET PROFIT/(LOSS) OF THE PERIOD BEFORE FINANCIAL                                 
EXPENSES AND NON-OPERATING EXPENSES                                       (4.875)
Adjustments for:                                                                 
-  Depreciation, amortization and write-downs of                                 
   fixed assets                                              1.541               
-  Bad debt provision                                          336               
                                                         ---------               
WORKING CAPITAL MOVEMENTS                                                 (2.998)
-  (Increase) decrease in trade debtors                     20.822               
-  (Increase) decrease in trade creditors                     (571)              
-  (Increase) decrease in stock                              2.783               
-  (Increase) decrease in other current assets                (120)              
-  (Increase) decrease in other current liabilities           (891)              
                                                         ---------               
NET WORKING CAPITAL MOVEMENTS                                             22.023 
                                                                        -------- 
NET CASH FLOWS ARISING FROM OPERATING ACTIVITIES                          19.025 
                                                                        -------- 
Cash flows from investing activities:                                            
-  (Increase) decrease in tangible assets                    1.535               
-  (Increase) decrease in intangible assets                   (869)              
-  (Increase) decrease in other non current assets              (9)              
                                                         ---------               
NET CASH FLOWS USED IN OPERATIONAL ACTIVITIES                                657 
Cash flows used in financing activities:                                         
-  Increase (decrease) of medium/long term loans            (1.351)              
-  Net financial expenses                                   (1.123)              
-  Other Income                                                422               
-  Other changes in equity                                     (30)              
                                                         ---------               
NET CASH FLOWS ARISING FROM/ (USED) IN FINANCING                                 
ACTIVITIES                                                                (2.082)

CASH FROM THE CONTRIBUTION OF MARKER SUBSIDIARIES AS OF                          
NOVEMBER 30TH, 1999                                                      (34.816)

Net Cash Flows                                                           (17.216)

Cash at the beginning of the year                                              0 
Cash at the end of the year                                              (17.216)


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MARKER GROUP                                                                    

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31ST, 2000           

1    GROUP PROFILE                                                              

MARKER International GmbH, located in Ruessenstrasse 6, in 6340 Baar, 
  Canton Zug, Switzerland, was registered on July 5th, 1999 at the Company
Registry of the Canton Zug. With effect of November 30th, 1999 , the  
ongoing companies listed below have been contributed in MARKER        
    International GmbH by MARKER International Inc. located in Salt Lake City,
USA:                                                                  

-    MARKER Deutschland GmbH                                          

-    MARKER USA Inc.                                                  

-    MARKER Canada Ltd.                                               

-    MARKER JAPAN Co. Ltd.                                            

-    MARKER Austria GmbH                                              

-    MARKER Ltd, in its process of winding up                         

Below is a chart of the Group's structure.                            

[FLOWCHART] 

MARKER International GmbH owns 100% of the six MARKER subsidiaries    
listed above.                                                         

   H.D. Cleven, with 41,375 % share, is one of the two major shareholders of
   MARKER International GmbH and he also holds a major share of Volkl Group,
which is a manufacturer engaged in the development, production and    
world-wide distribution of skis, snowboards, tennis ware and clothes. 

    The second major shareholder of MARKER International GmbH, with a share of
     41,375%, is Tecnica S.p.A by means of the holding Tesi II. Tecnica Group is
engaged in the development, production and world-wide distribution of 
ski-boots, inline skates, and clothes.                                

MKR Holdings Inc. is the new name of the former shareholder of MARKER 
     operating companies world-wide, and holds 15% of MARKER International GmbH.

The residual shares are owned by minority shareholders.               

1                                                                               

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    Tecnica and Volkl both serve the same end-consumer and retail market as of
     MARKER Group does, thus creating commercial synergies for all these Groups.

MARKER Group is engaged in the development, production and world-wide 
distribution of high quality ski bindings.                            

The production plant is located in Germany, in leased facilities.     

With regards to major markets, USA, Canada, Japan and Austria, MARKER 
products are sold by its own trade companies. In other countries, the 
trading activity is entrusted to distributors. MARKER Canada Ltd. and 
MARKER Japan Co. Ltd. also distribute the product lines of Tecnica and
Volkl.                                                                

The full business year of MARKER lasts from April 1st to March 31st.  

   The first business year of MARKER Group includes the operations of MARKER
     subsidiaries for the four months period from the date of their contribution
- November, 30th 1999 - to March 31st, 2000.                          

     MAJOR RESTRUCTURING EVENTS OF THE FIRST FOUR MONTHS OF THE NEW MARKER GROUP

     Since January 2000, MARKER Canada Ltd. and MARKER Japan Co. Ltd, distribute
     the product lines of Tecnica and Volkl, in addition to MARKER ski-bindings;
as a consequence they have increased their turnover and are allowed to
  benefit from the improved infrastructure. Besides that the market demand
   for sets of skis and bindings were met with a joint ski-skibinding-set of
Volkl and MARKER.                                                     

  The production facility in Germany has been completely re-organised. The
 reorganisation led to decreased production times, labor cost and higher
flexibility.                                                          

FINANCIAL SITUATION                                                   

   Total net financial indebtedness of the Group amount to E41.617 thousand,
   of which E27.420 thousand are towards banks and other private financiers,
and E14.197 thousand is towards the Parent Company and other related  
    parties. The detail of financial debts is indicated in paragraph 16 and 17
of these notes. The current portion of the net financial indebtedness 
   amounts to 23.124 thousand Euro. Interests accrue at annual rates from 2%
to 6%.                                                                

   The financial situation described above is the result of the negotiations
   with banks and other financiers during the period before the contribution
    of MARKER operating companies to MARKER International GmbH, the purpose of
     which was to give financial support to the start up and the re-organization
of the new MARKER Group.                                              

    As an important result of these negotiations, the German banks, which were
     financing MARKER Germany GmbH, have forgiven debts for about E15,7 million.

  As described in note 8, the parent company loan of E12.744 thousand is a
granted loan: according to the agreements with banks, the Group is not
allowed to reimburse the parent company loan up to the complete       
reimbursement of the loans obtained by the banks. This                

2                                                                               

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   parent company loan has the purpose to guarantee the banks and assure the
necessary financial support to the Group, without requiring periodic  
reimbursements.                                                       

 The major banks of MARKER Deutschland GmbH are the Bayerische Hypo- und
Vereinsbank AG and the Deutsche Bank AG. They have indicated their    
willingness to further finance MARKER Deutschland GmbH after the      
presentation of the year end report, the presentation of the budget   
approved by the shareholders for the business year 2001 and the       
registration of the MARKER trademarks at MARKER International GmbH.   

 All assets inventory, receivables, fixed assets, trademarks and patents
owned by MARKER Deutschland GmbH serve the German banks as securities.

The credit lines of MARKER USA Inc. and MARKER Canada depend on their 
amount of receivables and inventory.                                  

MARKER Japan Co. Ltd., and MARKER Austria GmbH have no credit lines   
available.                                                            

LITIGATION                                                            

  A major competitor called Atomic has sued MARKER for allegedly violating
     one of their patents for a rental skibinding in Austria and Switzerland. To
   the day of finalizing these notes, no final decision has been made by the
 courts. In all of the countries MARKER was allowed to present its Speed
Point Demo Binding at trade shows.                                    

With reference to Atomic litigation, no provision for risks has been  
recorded in the consolidated financial statements, as no loss will    
    reasonably arise from it according to the available elements and the legal
consultant opinion.                                                   

2    SUMMARY OF RESULTS OF OPERATIONS                                           

 Sales revenues are Mio 20,5E. Out of the gross profit of Mio 4,8E there
results a margin of 23 %. Operating expenses are Mio 9E. Non operating
  expenses are Mio 1,4E. The loss before taxes of the first four months is
   Mio 5,6E. These results refer to a four-months period from December 1st ,
1999 to March 31st, 2000.                                             

RESTRUCTURING PROGRAM OF BUSINESS YEAR TO 2000/2001                   

    MARKER Deutschland GmbH has established a restructuring program to improve
  productivity and reduce scrap and absenteeism rate in the production. In
addition the cost cutting program for all departments has continued.  

    For the distribution companies, cost saving programs have been established
  and the distribution of additional program lines, especially for Tecnica
and Volkl, is in progress.                                            

For all the MARKER Group companies, the controlling function has been 
substantially improved.                                               

3                                                                               

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3    FORM AND CONTENT OF THE CONSOLIDATED FINANCIAL STATEMENTS                  

     As described in paragraph 1), MARKER Group has been incorporated during the
     fiscal year 1999-2000, by means of the contribution to MARKER International
 GmbH of all investments held by an American holding company, located in
 Salt Lake City. The consolidated financial statements as of March 31st,
     2000 are the first financial statements prepared by the Group, and include:

    -    as far as the consolidated balance sheet is concerned, the assets and
          liabilities of the parent company MARKER International GmbH and of all
        its subsidiaries, which are either directly or indirectly controlled
by the parent company.                                      

-    with regards to the consolidated income statement, the income    
       statement of the parent company for the nine-months period from the
  incorporation in July 1999 to March 31st, 2000, and the income
       statements of its operating subsidiaries for the four-months period
          from the date of the contribution - December 1st, 1999 - to March 31st
2000.                                                       

     Because the business year 1999/2000 is the first business period of the new
MARKER Group, the consolidated financial statements do not show any   
comparable figures.                                                   

The financial statements utilized for the consolidation consist of the
financial statements prepared for the approval of the relevant        
 shareholders' meetings. Such financial statements were re-classified in
  order for their format to better comply with the criteria adopted by the
parent company.                                                       

  Where necessary, these financial statements were amended to conform with
    the accounting principles issued by the International Accounting Standards
    Committee (I.A.S.C.) as adopted by the Group. Swiss requirements referring
to the consolidated financial statements have also been complied with.

  All the amounts included in the consolidated financial statements and in
the relative notes are in thousands of Euro.                          

4    PRINCIPLES OF CONSOLIDATION AND FOREIGN CURRENCY TRANSLATION METHOD        

   The most significant principles of consolidation adopted in the financial
statements are the following:                                         

 (a)  Global integration of the financial statements of the consolidated
          companies and elimination of the carrying values of investments of the
          parent company against the net equity at the date of the contribution.
  Any excess of the cost of the acquisition over the purchaser's
     interest at fair value of the identifiable assets and liabilities
acquired as at the date of the transaction, is stated as a  
         consolidation difference in the item Goodwill under Intangible Assets
 and is amortized over the expected useful life. If a negative
          difference arises, it is stated as a consolidated provision for future
          risks and expenses under Other Long-Term Liabilities, where reflecting
         expected future losses. Otherwise it is classified as a reserve under
the item Net Equity.                                        

     (b)  In-full elimination of intragroup receivables and payables, income and
      expenses and all other relevant intragroup transactions, including
Group dividends, write-downs, and                           

4                                                                               

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   revaluation of consolidated investments, unrealised profits and
    losses, resulting from intragroup transactions, are also offset.

   (c)  At the balance sheet date, monetary assets and liabilities stated in
    foreign currencies are converted into Euro at year-end rate. Net
          Equity is converted at historical-exchange rate. Income statements are
         converted at average-exchange rate. Exchange differences arising from
          the conversion of foreign currency financial statements are charged to
Net Equity under the item Exchange Rate Differences".       

      Exchange rate used for the translation of items stated in currency
other than Euro                                             

1 Euro = Unit of Local Currency                             

                                                                [Download Table]

                               AVERAGE IN THE                 
    CURRENCY                       PERIOD       MARCH 31, 2000
------------------             --------------   --------------
                                                              
Swiss Franc                       1,599232         1,592103   

German Mark                       1,955837         1,955837   

Austrian Schilling                13,76046         13,76046   

US Dollar                         0,962177         0,957304   

Canadian Dollar                   1,399384          1,39334   

Japanese Yen                        103,48         100,5996   

5    ACCOUNTING PRINCIPLES                                                      

     The consolidated financial statements have been prepared in accordance with
    the accounting principles issued by the International Accounting Standards
Committee (I.A.S.C.). The most significant are the following:         

 a)   Receivables -- Receivables are shown at their estimated realizable
value.                                                      

b)   Inventories -- Inventories are valued at the lower of purchase or
          production cost, determined on the basis of the average weighted cost,
and market or realizable value.                             

         Manufacturing cost includes raw materials, and all related direct and
indirect costs.                                             

 The estimated realizable value is calculated considering both
     manufacturing costs still to be incurred, and direct sales costs.

          Obsolete or slow moving inventories are written off depending on their
possible utilization or sale.                               

5                                                                               

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    c)   Tangible fixed assets -- Tangible fixed assets are stated at purchase
        or factory cost, possibly increased by applying specific revaluation
  laws. The cost includes direct and indirect costs which can be
reasonably attributed to the asset.                         

     Accumulated depreciation is charged on the basis of the estimated
     useful economic lives of the assets by using the following rates:

                                                                [Download Table]
                                               
Buildings                                   10%
Plants and Equipment                        33%
Industrial and Commercial Equipment         33%
Vehicles                                    20%
Furniture, fixtures and fittings            25%
Office Equipment                            33%

         In the case of a permanent loss in value, the assets are written down
         appropriately. If, during the following years, the conditions leading
     to the write-down no longer exist, the original value is restored
appropriately amortised.                                    

         Ordinary maintenance costs are charged in full to the profit and loss
     account. Maintenance costs that improve an asset are added to its
value and depreciated over its residual useful life.        

   d)   Intangible fixed assets -- These are shown at purchase or production
cost, inclusive of ancillary expenses and are amortised on a
     straight-line basis over the period they are expected to benefit.

The amortisation periods are as follows:                    

                                                                [Download Table]
                                           
Trademarks                         10 years
Patents                            5 years 
Setting up and development         3 years 
Goodwill                           5 years 

         In the case of a permanent loss in value, the intangible fixed assets
          are written down appropriately. In subsequent years, if the conditions
    leading to the write down no longer exist, the original value is
restored appropriately amortized.                           

   e)   Securities held as fixed assets are valued at cost, which is written
          down in case of durable losses. In subsequent years, if the conditions
    leading to the write down no longer exist, the original value is
restored.                                                   

 f)   Payables -- Like other liabilities, payables are reported at their
nominal value.                                              

g)   Reserves for risks and charges -- Reserves for risks and charges 
       (included under Other Payables and Other Long Term Liabilities) are
          provided to cover certain or probable losses or liabilities that could
not be specifically quantified or scheduled at the year-end.
Provisions reflect the best possible estimate ,based on the 
information available.                                      

   h)   Foreign currency transactions -- Receivables and payables originally
        denominated in foreign currencies are translated into Euro using the
       historical exchange rates ruling at the transaction dates. Exchange
differences realised on the collection of receivables and   

6                                                                               

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         the settlement of payables are booked to the income statement. At the
        year-end, receivables and payables originally denominated in foreign
        currencies, are translated into Euro at the year-end exchange rates.
       The exchange differences arising from the transaction are booked in
the income statement.                                       

i)   Pre-payments and accruals -- Pre-payments and accruals refer to  
 revenues and costs relating to two or more financial years in
accordance with the accrual basis of accounting.            

j)   Revenue and cost recognition -- Revenue from the sale of goods is
      recognised on transfer of property, which generally coincides with
          shipment. Cost and revenues are recognised in the financial statements
according to the accruals and prudence concepts.            

    k)   Taxes -- These are recorded on the basis of estimated taxable income,
          calculated in accordance with current regulations, taking into account
       any tax credits due. Provisions are also made to a specific reserve
for deferred tax assets and liabilities arising from timing 
        differences between the results reported in the financial statements
         and the corresponding amounts recognized for fiscal purposes, as well
          as from consolidation adjustments (elimination of adjustments recorded
      solely for tax purposes and of unrealised intercompany profit) and
        from the deferred taxation of capital gains on the disposal of fixed
     assets and business divisions and of capital grants. Deferred tax
          assets are recorded only if it is reasonably certain that they will be
        recovered and, therefore, prepaid taxes are only recognised if it is
    probable that they will be absorbed by sufficient future taxable
        income or, otherwise, that they will be eliminated in years in which
         timing differences giving rise to an equivalent value of deferred tax
liabilities reserve.                                        

6    CASH AND CASH EQUIVALENTS                                                  

   At the date of the financial statements the item was composed as follows:

                                                                [Download Table]
                                                 
Cash on hand                                   13
Bank Accounts in Local Currency             5.466
Bank Accounts in Foreign Currency             116
                                          -------
TOTAL                                       5.595
                                          =======

7    TRADE RECEIVABLES                                                          

  At March 31, 2000, the item amounted to E18.268 thousands. The amount is
net of a provision for bad and doubtful debts of E1.353 thousand.     

The high amount of trade receivables at the date of the financial     
   statements (about 90% of total sales of the period) is principally due to
the seasonality of sales, which are concentrated in autumn and winter.
  Normally sales of products for wintertime are totally cashed in June and
    July; sales of products for summertime are cashed in September or October.
In general the collection times are long in MARKER market.            

7                                                                               

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The reserve for doubtful accounts has been accrued based on a prudent 
 estimate on the risk of losses on receivables at the end of the period,
    considering their age and the specific risk factor in the foreign markets.

8    RELATED COMPANY RECEIVABLES, PAYABLES AND LOANS                            

    RECEIVABLES: the amount of E280 thousand refers to trading operations with
related companies which took place on an arms' length basis, and are  
composed as follows:                                                  

                                                                [Download Table]
                                             
Dolomite S.p.A                            188
Tecnica S.p.A                              19
MARKER International Inc.                  58
Other related parties                      15
                                          ---
TOTAL RELATED COMPANY RECEIVABLES         280
                                          ===


Dolomite S.p.A. is a company of Tecnica Group. Other related company  
receivables of E15 refer to Volkl Group companies.                    

     PAYABLES AND LOANS: the balance of E4.453 thousand due to related companies
at year-end was composed as follows:                                  

                                                                [Download Table]
                                                
Payables:                                       
  Tecnica S.p.A                            3.716
  Volkl Group                                618
  C.T. Holding (parent company)              119
                                         -------
  TOTAL RELATED COMPANY PAYABLES           4.453
                                         =======


  All payables towards related parties derive from commercial transactions
consisting in the purchase of finished goods, taken place on an arm's 
length basis.                                                         

     The balance of E1.453 thousand for Medium/Long term Payables due to related
companies at the year-end was composed as follows:                    

                                                                [Download Table]
                                            
Volkl                                    818
Tecnica S.p.A                            635
                                       -----
TOTAL RELATED COMPANY PAYABLES         1.453
                                       =====


   These payables derive from commercial transactions. With respect to them,
the Group has obtained from the related companies (they are the major 
shareholders which control the Group through CT Sport Holding), an    
extension of payment. The payables are non-interest bearing.          

   The amount of E12.744 thousand included in the item Parent Company Loans,
refers to a loan granted by the parent company C.T. Sport Holding. The
  interests of the loan are determined according to the regulations of the
Swiss Tax Authorities for unsecured                                   

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shareholder loans. Therefore the annual interest rate will be 4,5%;   
interests are paid annually at March 31st. The loan does not have a   
  formally defined expiring date; in any case it is due beyond five years.
    According to an agreement with the credit institutions which are financing
     the Group, the loan which the parent company granted to MARKER Group cannot
be repaid before the repayment of the banks' loans.                   

9    OTHER RECEIVABLES                                                          

The item is composed as follows (in thousand of Euro), and the most   
   relevant item is Receivables For Territory Sales, which refers to trading
receivables due from representatives for samples.                     

                                                                [Download Table]
                                            
Receivables from tax authorities          66
V.A.T. recoverable                        52
Territory sales                          149
Insurance                                  3
Advances to personnel                      1
Other receivables                         32
                                         ---
TOTAL OTHER RECEIVABLES                  303
                                         ===

10   INVENTORIES                                                                

As of March 31, 2000, inventories amounted to E16.594 thousand, and   
 consisted for the most part of the bindings produced by MARKER Germany,
     included in the item Finished Goods. A minor amount of the stock is made up
   of those goods which MARKER does not produce itself, but trades under its
brand. The total amount can be detailed as follows:                   

                                                                [Download Table]
                                                                  
Raw materials                                               1.627 
Work in progress                                              544 
Finished goods                                             15.884 
Reserve for obsolete or slow moving inventory              (1.461)
                                                          ------- 
TOTAL                                                      16.594 
                                                          ======= 


The reserve for obsolete or slow moving inventory has been accrued according to 
the best estimate of the realizable value of obsolete stock made by the         
management, based on the available information.                                 

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11   PREPAID EXPENSES AND ACCRUED INCOME                                        

As of March 31, 2000 the item consists of the following:              

                                                                [Download Table]
                              
Rent installments           29
Insurance                   27
Prepaid Air Ticket         122
Other                      117
                           ---
TOTAL                      295
                           ===

12   OTHER CURRENT ASSETS                                                       

At March 31, 2000, the item was composed as follows:                  

                                                                [Download Table]
                            
Deferred Charges          90
Deposits                  44
                         ---
TOTAL                    134
                         ===


13   TANGIBLE FIXED ASSETS                                                      

   Net tangible fixed assets at March 31, 2000 amount to E5.870 thousand. In
     Annex 2 is attached the detail of movements of Tangible Fixed Assets during
the period.                                                           

   Main Tangible fixed assets refer to production plant and machinery at the
     German production site in Eschenlohe, and to office furniture and equipment
 at the distributors subsidiaries world wide. The buildings, where Group
companies run their activities, are leased.                           

     As explained above, all tangible fixed assets, as well as patents, software
  and the other assets in the consolidated balance sheet, are secured as a
warranty for banks credit lines.                                      

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14   INTANGIBLE FIXED ASSETS                                                    

   At the date of the consolidated financial statements Net Intangible Fixed
Assets amount to E6.172 thousand, and are detailed as follows:        

                                                                [Download Table]

                    As of                                 Transl.     As of  
                  01/11/99*    Additions     Amortiz.    Differenc.  31/03/00
                  ---------    ---------     --------    ----------  --------
                                                                             
Trademarks          2.369          --          (81)         14         2.302 
Patents                 4           4           (2)        ---             6 
Software               24          18           (2)          1            41 
Other                  23          44           (1)          2            68 
                    -----        ----        -----         ---         ----- 
Sub total           2.420          66          (86)         17         2.417 
                    -----        ----        -----         ---         ----- 
Goodwill            3.643         339         (257)         30         3.755 
                    -----        ----        -----         ---         ----- 
Total               6.063         405         (343)         47         6.172 
                    =====        ====        =====         ===         ===== 


  *    date of the contribution of MARKER operating subsidiaries to MARKER
International GmbH.                                         

  Trademarks refer to the amounts allocated to the trademark "MARKER" of a
portion of the surplus cost emerging from the elimination of the      
 investments in the subsidiaries against their equity at the date of the
    contribution at the fair value of the assets and liabilities, according to
     IAS 22. The total surplus cost which has arisen, is of E6.012 thousand, and
has been stated for E2.369 in the item Trademarks, and for E3.643 in  
   Goodwill. As stated in the section relating to the accounting principles,
the trademark is amortised in 10 years, and Goodwill is amortised in 5
    years. Amortisation is calculated for the four-month period, from the date
of contribution to March 31st, 2000.                                  

15   OTHER NON CURRENT ASSETS                                                   

At March 31, 2000, the item was composed as follows:                  

                                                                [Download Table]
                                         
Guarantee Deposit                     152
Security held as fixed assets         379
                                      ---
Total                                 531
                                      ===

   Security held as fixed assets mainly relate to membership rights, typical
   of the Japanese economic environment, and are treated as shares. They are
valued at cost.                                                       

16   BANK OVERDRAFTS AND LOANS                                                  

At the date of the consolidated financial statements, Current Bank    
Overdrafts And Loans amounted to E21.290 thousand. The item includes  
   current bank accounts for E21.155 thousand and short terms loans for E135
thousand.                                                             

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17   MEDIUM/LONG TERM LOANS                                                     

  As of March 31, 2000, total loans amounted to E24.401 thousand, and were
split as follows:                                                     

                                                                [Download Table]
                                                       
Current Portion                                   1.834
                                                 ------
Non-current portion                               9.891
Related Parties non current (Note 8)              1.453
Parent Company Loan (Note 8)                     12.744
                                                 ------
TOTAL                                            24.401
                                                 ======

Medium/long term loans include loans from bank institutes for E4.160  
    thousand and loans from other private financiers for E7.565 thousand. They
are detailed in the following table:                                  

                                                                [Download Table]
                       Expiring                  Current   M/L term         
                         date     Interest rate  portion   portion    Total 
                       --------   -------------  -------   --------   ----- 
                                                                            
Key Bank               12/31/04       2%(*)           54       318       372
M&T Bank               12/31/04       2%(*)          208       835     1.043
Sumitomo Bank          11/20/03         2%            98       263       361
Sanwa Bank             11/29/00         2%           219         -       219
Hypo Vereinsbank(***)  2001/2007    4,95%-6,1%       313     1.454     1.767
Deutsche Bank(***)     2001/2002   5,95%-5,65%         -       397       397
Tauber (bonds)         06/01/06       5%(**)         160     1.408     1.568
Isomura                10/27/04         2%           782     5.216     5.998
                                                  ------    ------   -------
                                                   1.834     9.891    11.725
                                                  =======   ======   =======


(*)   Starting from 01/01/2004 the interests will be calculated at the
Swiss prime rate.                                         

(**)  Interests are charged starting from 06/01/03                    

(***) Data refer to several loans. The column "Expiring date" show the
           nearest and the last expiring date of the loans. The column "Interest
     rate" shows for each bank the minimum and maximum rate applied.

    Interest rates shown in the table above give evidence that MARKER Group is
 paying low interests on its indebtedness. As explained in the paragraph
    related to the financial situation, this is the result of the negotiations
with banks before the date of the contribution, when bank institutes  
decided to allow particular conditions in order to facilitate Group   
reconstruction.                                                       

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18   OTHER PAYABLES                                                             

Other Payables as of March 31, 2000, consist of the following:        

                                                                [Download Table]
                                          
Employees                            1.410
Employees-incentives                   350
Social Security Institutions           213
Tax Payables                           100
Legal and other consultancy             62
Promotions                             245
Guarantees                             693
Insurance                               30
Other                                  328
                                     -----
TOTAL                                3.431
                                     =====

19   TAXATION                                                                   

The amount of E100 thousands, included in Other Payables of Current   
Liabilities, is mainly related to income tax payable.                 

  Due to the losses suffered by almost all MARKER subsidiaries, the income
tax for the year is not significant.                                  

The tax asset referred to the fiscal benefit due to the losses carried
     forward in future fiscal periods has not been prudentially reflected in the
   consolidated financial statements, as there is not a reasonable certainty
of realizing fiscal incomes in the near future. In fact the positive  
  effects of the results of the re-organization in course at present, will
probably be perceivable in a few years.                               

    The total amount of losses carryforward is about E10.290 thousand. The tax
  benefit not recorded in the consolidated financial statements amounts to
about E4.332 thousand.                                                

20   ACCRUED EXPENSES AND DEFERRED INCOME                                       

   Accrued expenses and deferred income as of March 31, 2000, consist of the
following :                                                           

                                                                [Download Table]
                                           
Interest due to banks                   271
Rent & lease expenses                   219
Interest due to third parties           251
Others                                  809
                                      -----
TOTAL                                 1.550
                                      =====


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21   NET EQUITY                                                                 

Deficit as of March 31, 2000, amounts to E4.433 thousand. Details in  
    movements of share capital are shown in Annex 3, which forms part of these
notes.                                                                

(a)  SHARE CAPITAL                                                    

        The Share Capital as of March 31st, 2000 is resolved, subscribed and
fully paid for E1.249 thousand.                             

(b)  FOREIGN CURRENCY TRANSLATION                                     

          This item presents a negative balance of E30 thousands as of March 31,
 2000. This reserve represents the difference arising from the
          translation of the foreign currency consolidated financial statements.

  A reconciliation between the parent company's share capital and earnings
 and the corresponding items of the consolidated financial statements is
shown here below:                                                     

                                                                [Download Table]

                                               Dec. 1, 1999 - March 31, 2000 
                                               Net Equity   Net Profit (Loss)
                                               ----------   -----------------
                                                                             
Statutory Financial Statements of MARKER                                     
International GmbH                                 1.260           4         

Net Equity and results of the subsidiaries of                                
the relating investment values                    (2.794)     (4.776)        

Excess cost                                          350         (26)        

Effect deriving from adjustment of goodwill                                  
booked in MARKER Int. GmbH                           786         786         

Set-off of Intercompany profit                    (1.996)        316         

Extraordinary intercompany income booked in                                  
MARKER Int                                        (1.979)     (1.979)        

Other Consolidation Adjustments                      (60)         23         
                                                 -------      ------         
Consolidated Financial Statements of  MARKER                                 
International GmbH                                (4.433)     (5.652)        
                                                 =======      ======         


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22   NET SALES                                                                  

   Net sales refer to the four month period from December 1st ,1999 to March
  31st 2000. Net sales of products and services, net of returns, amount to
E20.516 thousand. They are as follows, split per geographic area:     

                                                                [Download Table]
                                  
Europe                       3.688
North America                8.236
Other Countries              8.592
                            ------
                            20.516
                            ======

Net sales for lines of products are split as follows:                 

                                                                [Download Table]

                           Sales amount    Percentage
                           ------------    ----------
                                                     
Ski-Bindings                  14.528           71%   
Skates                         2.244           11%   
Ski                              897            4%   
Parts and accessories            856            4%   
Boots                            694            3%   
Clothing                         600            3%   
Tennis                            60            0%   
Trekking                          30            0%   
Snowboard                          9            0%   
Others                           598            3%   
                              ------         ----    
                              20.516          100%   
                              ======         ====    


     MARKER Group produces only ski-bindings, the other products being purchased
   from other suppliers, in particular from related companies of Tecnica and
  Volkl Group. During year 2000, MARKER Group has started to sell products
   purchased from its related companies. This strategy will enable the Group
    to benefit of commercial synergies, consisting in the reduction of selling
     expenses, and on the possibility of offering to the client a complete range
of winter sporting articles.                                          

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23   COST OF SALES                                                              

 Cost of sales as of March 31, 2000 comprises cost of raw materials, all
direct and indirect production labor costs, ancillary materials and   
  consumables, utilities, maintenance, etc. The cost of sales include also
changes in inventory. It is split as follows in its basic components: 

                                                                [Download Table]
                                          
Raw material                         5.299
Direct production costs              1.682
Overheads                            3.524
Finished products                    5.947
                                    ------
                                    16.432
                                    ======

24   PERSONNEL                                                                  

At March 31, 2000 the work force stood at 363 people.                 

Below is the detail by department of the number of employees:         

                                                                [Download Table]

                              Totals number of persons         
                              Full-timers  Part-timers   Total 
                              -----------  -----------  -------
                                                               
Production                         211         18         229  
Selling                             61          0          61  
Warehouse and shipping              13          0          13  
General and administrative          46          1          47  
R&D                                 13          0          13  
                                   ---         --         ---  
TOTAL PERSONNEL                    344         19         363  
                                   ===         ==         ===  

25   SELLING EXPENSES                                                           

This item amounts to E4.951 thousand and is split as follows:         

                                                                [Download Table]
                                                 
Wages & Benefits                            1.198
Agents' commissions                           960
Travel & Entertainment                        383
Advertising                                   709
Trade Shows                                   476
Endorsements / Competition                    220
Warranty                                      499
Other Selling Expenses                        506
                                            -----
                                            4.951
                                            =====

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26   WAREHOUSE AND SHIPPING                                                     

This item amounts to E702 thousand and is split as follows:           

                                                                [Download Table]
                                               
Wages & Benefits                            169
Rent / Lease Expense/Storage                158
Freight Expense                             136
Supplies Expense                             30
Contracted Services                           2
Other Warehouse and Shipping                207
                                            ---
                                            702
                                            ===

27   GENERAL AND ADMINISTRATIVE                                                 

This item amounts to E2.702 thousand and is split as follows:         

                                                                [Download Table]
                                                 
Wages & Benefits                            1.104
Insurance                                       8
Product Liability Expense                      57
Rent / Lease Expense                          347
Depreciation and Amortization                 436
Consulting Fees                               480
Other G&A                                     270
                                            -----
                                            2.702
                                            =====

The item Depreciation and Amortization includes the amortization of   
goodwill for E195 thousand.                                           

28   OTHER OPERATING EXPENSES                                                   

Research and Development costs amount to E604 thousand, mainly due to 
    research and development activities for the implementation and improvement
of finished products. All R&D activities are carried at the German    
production plant in Eschenlohe.                                       

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29   FINANCIAL EXPENSES                                                         

This item amounts to E1.123 thousand and is split as follows:         

                                                                [Download Table]
                                                   
Interest Income Other                          177 
                                            ------ 
                                               177 

Short term bank Interest Expenses             (961)
Long term bank Interest Expenses               (60)
Other Interest Expenses                       (279)
                                            ------ 
Total Interest Expenses                     (1.300)
                                            ------ 
Net Financial Expenses                      (1.123)
                                            ====== 

    The item Other Interest Expenses includes the interest accrued towards the
    Parent Company C.T. Sport Holding with reference to the long term loans of
E12.744 thousand included in the consolidated liabilities.            

30   OTHER INCOME                                                               

The amount of E356 thousand mainly refer to net exchange differences  
recorded in the period.                                               

31   TAXATION                                                                   

   The income tax for the nine months period ended March 31, 2000 amounts to
   E10 thousand. The low amount is due to the losses incurred by all Group's
subsidiaries.                                                         

    As mentioned in Note 19, the amount of fiscal losses carryforward is about
E10.290 thousand. No tax asset has been prudentially recorded with    
reference to these tax losses.                                        

32   POST CLOSING EVENTS                                                        

No important post closure events occurred.                            

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33   COMMITMENTS                                                                

  The Group is committed with the following lease payments under operating
leasing or under other rental contracts (thousand of Euro):           

                                                                [Download Table]
                                                  
2000/2001                                    1.625
2001/2002                                    1.301
2002/2003                                    1.105
2003/2004                                      914
2004/2005                                      878
                                           -------
                                             5.823
                                           =======

     The most significant yearly installment refer to the production building in
Eschenlohe, which amounts to E878 thousand.                           

34   RECONCILIATION TO US GAAP                                                  

    The basis of the preparation of these consolidated financial statements is
     set out in Note 3 through Note 5. These accounting policies vary in certain
     important respects from the accounting principles generally accepted in the
  United States ("US GAAP"). The material differences affecting the profit
and loss account and shareholders' equity between generally accepted  
     accounting principles followed by the Group and those generally accepted in
the United States are summarized below.                               

    The Group granted an equity compensation plan to one manager, as stated in
  the employment agreement between the parent company Marker International
GmbH and the manager.                                                 

   According to this agreement, the manager has received during the period a
minority interest in the parent company and, under some established   
 conditions, he will receive additional portions of Marker International
 share capital at the end of each business period and within the date of
 termination of the employment agreement. In case the manager decides to
     terminate the agreement before its expiring date, Marker International GmbH
shall pay to him a fixed amount for buying back the shares, or,       
    alternatively, can accept that the manager maintains the equity for future
fair market value.                                                    

Based on the employment agreement, in case CT Holding (which is Marker
  International GmbH parent company) shall complete the acquisition of the
     15% interest actually owned by the former holding (Note 1), a further 5% of
     Marker International share capital will be made available to the manager at
a price equal to the fair value, as determined in the transaction.    

     IAS do not require the recognition of the fair value of equity compensation
   plans in the financial statements. According to US GAAP the equity shares
under these plans would be valued at their fair value and would be    
accounted for as an expense of the period in which they have been     
recognized to the employee. No effect would derive to the consolidated
     shareholders' equity, as the fair value of the shares would correspondingly
increase the retained earnings.                                       

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     During the period the manager has received 2% of Marker International share
  capital. These shares have been transferred to the manager in connection
with the closing of the Assets Purchase Agreement, under which the    
    contribution of Marker operating subsidiaries to Marker International GmbH
  was realized (Note 3), and represent the compensation to the manager for
continuing employment with Marker.                                    

  The fair value of these shares is determined in about Euro 369 thousand,
based on the value attributed to the assets transferred to Marker     
International GmbH in the above-referred transaction.                 

    According to the employment agreement, Marker International GmbH shall pay
    to the manager about Euro 313 thousand in case he leaves the Company after
March 31, 2000, i.e. before the termination of the agreement.         

There is no income tax effect on the fair value of the granted shares.

RECONCILIATION TO GENERALLY ACCEPTED ACCOUNTING                       
PRINCIPLES IN THE UNITED STATES                                       
(thousand of Euro)                                                    

CONSOLIDATED NET RESULT                                               

                                                                [Download Table]

                                                         March 31, 2000
                                                         --------------
                                                                       
NET RESULT IN ACCORDANCE WITH IAS                           (5.652)    

Adjusted as follows:                                                   
-  Fair value of the shares granted to one manager                     
   according to an equity compensation plan                   (369)    
                                                           -------     
NET RESULT UNDER US GAAP                                    (6.021)    
                                                           =======     

STATEMENT OF CHANGES IN CONSOLIDATED                                   
SHAREHOLDERS DEFICIT UNDER US GAAP                                     

BEGINNING BALANCE                                            1.249     

Additional paid-in capital - fair value of the                         
shares granted to the manager                                  369     

Translation Differences                                        (30)    

Result of the period                                        (6.021)    
                                                           -------     
Balance as of March 31, 2000                                (4.433)    
                                                           =======     


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ANNEX 1                                                                         

MARKER GROUP                                                                    

COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2000

                                                                [Download Table]

     Company                                Capital Share in  Ownership Interest
                                             Local Currency                     
------------------------------------------  ----------------  ------------------
                                                                                
MARKER International GmbH                    CHF 2.000.000       Parent Company 
Ruessensrasse 66340 Baar                                                        
Switzerland                                                                     

MARKER Deutschland                            DM 5.000.000                 100% 
Olympiastrasse 2, 82438 Eschenlohe                                              
Germany                                                                         

MARKER Austria Ges.m.b.h                     ATS 1.000.000                 100% 
Gewerbestrasse 13, 5550 Radstadt                                                
Austria                                                                         

MARKER Canada Ltd                            CDN 2.250.100                 100% 
Cote de Liesse, Suite 100 St. Laurant,                                          
Quebec-Canada                                                                   

MARKER Ltd.                                       US$ 1000                 100% 
P.O. Box 26548, 1070 West 2300 South                                            
84119, Salt Lake City,                                                          
Utah-USA                                                                        

MARKER Usa Skibindings                            US$ 1000                 100% 
P.O. Box 26548, 1070 West 2300 South                                            
84119, Salt Lake City,                                                          
Utah-USA                                                                        

MARKER Japan Co. Ltd                              US$ 1000                 100% 
1-1-3 Toranomon                                                                 
Minato-Ku/Isomura building  J-000                                               
Tokio 105                                                                       
Japan                                                                           


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ANNEX 2                                                                         

MARKER GROUP                                                                    

PROPERTY, PLANTS AND EQUIPMENT- MOVEMENTS OF THE PERIOD                         
(in thousands of Euro):                                                         

                                                                [Download Table]

                                         Original cost                   
                              Beginning  Transfers or                    
                              Balances*    Additions    Disposals  Final 
                              ---------  -------------  ---------  ----- 
                                                                         
Freehold land and building        383          0            (383)       0
Industrial Buildings            2.009          0          (2.009)       0
Plant & Equipment              18.248        620          (1.939)  16.929
Motor Vehicles                    209          8             (26)     191
Office furniture & Equipment    5.860        350          (1.223)   4.987
                               ------        ---          ------   ------
Balance                        26.710        978          (5.580)  22.108
                               ======        ===          ======   ======


                                                        [Enlarge/Download Table]

                                                 Accumulated depreciation                                      
                              Beginning                Accumulated             Net Book                Net Book
                               Balances  Depreciation  Depreciation              Value    Translation    Value 
                                  (*)      Expense     on Disposal      Final  Beginning  adjustments    Final 
                              ---------  ------------  ------------     -----  ---------  -----------  --------
                                                                                                               
Freehold land and building           0          0              0            0      383         0             0 
Industrial Buildings                22          0            (22)           0    1.987         0             0 
Plant & Equipment               13.967        893         (1.896)      12.963    4.281         8         3.974 
Moulds and Tools                     0          0              0            0        0         0             0 
Motor Vehicles                     132          8             (4)         136       77         0            55 
Office furniture & Equipment     3.904        278         (1.003)       3.179    1.956        34         1.841 
                                ------      -----         ------       ------    -----        --         ----- 
Balance                         18.025      1.179         (2.925)      16.279    8.685        41         5.870 
                                ======      =====         ======       ======    =====        ==         ===== 

  (*)  Beginning balances refer to the fair value of assets as of December
        1st, 1999, date of the contribution of MARKER subsidiaries in MARKER
International GmbH.                                         

22                                                                              

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ANNEX 3                                                                         

MARKER GROUP                                                                    

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT FOR THE NINE MONTHS  
PERIOD ENDED MARCH 31, 2000                                                     
(Thousands of Euro)                                                             

                                                        [Enlarge/Download Table]

                                        Foreign                Net profit      Total     
                               Share    Currency    Retained    (loss)      Shareholders'
                              Capital  Translation  Earnings  for the year     equity    
                              -------  -----------  --------  ------------  -------------
                                                                                         
Beginning Balance               1.249       --         --           --          1.249    

Translation Differences            --      (30)        --           --            (30)   

Loss for the period                --       --         --       (5.652)        (5.652)   
                              -------    -----       ----      -------        -------    
Balance as of March 31, 2000    1.249      (30)        --       (5.652)        (4.433)   
                              =======    =====       ====      =======        =======    


23                                                                              

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SIGNATURES  

Pursuant to the requirements of Section 13 or 15(d) 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 in the City of      
Salt Lake and the State of Utah on September 29, 2000.                          

          MKR HOLDINGS

                  By:  /s/ Kevin Hardy
                            ------------------------
               Kevin Hardy
                                         President and Chief Financial Officer

  Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the     
registrant and in the capacities and on the dates indicated.                    

Signature                              Title                    Date            
---------                              -----                    ----            

/s/ Kevin Hardy              President (Principal Executive   September 29, 2000
------------------------     and Chief Financial Officer                        
Kevin Hardy                  (Principal Financial and                           
Accounting Officer)   

/s/ Henry E. Tauber          Director                         September 29, 2000
------------------------                                                        
Henry E. Tauber                                                                 

/s/ Louis M. Alpern          Director                         September 29, 2000
------------------------                                                        
Louis M. Alpern

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10-K405/A Filing	Date	First	Last	Other Filings

	12/1/99	22
For The Period Ended	3/31/00	1	31	10-K405, NT 10-K
	6/19/00	4
	6/30/00	1		10-Q
Filed On / Filed As Of	9/29/00	32

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MKR Holdings · 10-K405/A · For 3/31/00

Filed On 9/29/00 3:56pm ET · SEC File 0-24556 · Accession Number 912057-0-43178

Amendment to Annual Report -- [X] Reg. S-K Item 405 · Form 10-KFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Amendment to Annual Report -- [X] Reg. S-K Item 405 · Form 10-K
Filing Table of Contents