9-206-027
REV: APRIL 9, 2007
BELÉN VILLALONGA
DWIGHT CRANE
JAMES QUINN
Spyder Active Sports—2004
In the spring of 2004, David Jacobs, CEO and Chairman of Spyder Active Sports, sat quietly in his
office in Boulder, Colorado. On the walls around him hung a collection of photographs and ski
paraphernalia, marking the many decades he had been connected with ski racing and the ski apparel
industry. At age 70, he remained as fit and athletic as men many years his junior, and he still enjoyed
skiing the local mountains near Denver and in Europe.
Jacobs took a moment to reflect on the tremendous growth the company had achieved during the
previous seven years—period marked by a longstanding partnership with CHB Capital Partners, a
private equity firm based in nearby Denver. Since 1997, Spyder had expanded its marketing and sales
efforts, as well as its product development capabilities, to a degree well beyond Jacobs’s initial vision
for the company, increasing gross sales from roughly $10 million to $61 million over seven years. But
now, perhaps it was time to seek an outside investor or interested buyer so that CHB could liquidate
its investment and Jacobs could harvest some value from his company, particularly given the
possibility of his own retirement. This decision raised questions in his mind about how much Spyder
would be worth in the open market, and what kind of deal he might expect. Given the role his sons,
Jake and Bill played in the company, as well as the commitment he felt to his employees and senior
managers, it also raised questions about who would lead the company toward its next frontier of
growth.
Spyder’s Founding1
Spyder, Inc. was founded by David Jacobs in Boulder, Colorado, in 1978. The company was first
established as a mail order producer of high-end ski sweaters. Its stylish sweaters, lined with special
padding, classified as “technical” gear for racers and other serious skiers. The sweaters were
manufactured in Hong Kong and sold at a premium relative to other skiwear on the market. The
company’s logo and name were intended to be “powerful and menacing—a lasting image.”2
1 This section draws on material presented in Harvard Business School case N9-899-084, “Spyder Active Sports, Inc. and CHB
Capital Partners (A),” 1999, by Professor L.B. Barnes and Senior Lecturer John A. Davis.
2 Spyder Active Sports, “Corporate—President’s Bio,” http://www.Spyder.com, accessed May 16, 2005.
________________________________________________________________________________________________________________
Professors Belén Villalonga and Dwight Crane and Research Associate James Quinn, Global Research Group, prepared this case. HBS cases are
developed solely as the basis for class discussion. Cases are not intended to serve as endorsements, sources of primary data, or illustrations of
effective or ineffective management.
Copyright © 2005 President and Fellows of Harvard College. To order copies or request permission to reproduce materials, call 1-800-545-7685,
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206-027
Spyder Active Sports—2004
For the then 45-year old Jacobs, the creation of Spyder was an extension of his earlier experience
as a competitive skier. Having trained on the ski slopes of his native Montreal throughout his youth,
Jacobs became the Canadian Downhill Ski Racing Champion at age 24, and raced for the Canadian
National Ski Team from 1957 to 1961. In the midst of his training, Jacobs earned a Bachelor of Science
degree in mathematics from St. Lawrence University, which included a year at MIT studying
mechanical engineering. Jacobs later became Canada’s first full-time head coach of the Canadian
National Ski Team.
Spyder was not Jacobs’s first entrepreneurial stint, however. In 1966 he had formed a joint venture
with Bob Lange, Lange-Jacobs, Inc., to develop a racing version of Lange ski boots and manufacture
and distribute them in Canada and other Commonwealth countries. The company later merged with
the U.S. distributor and went public in 1969 as Lange, Inc., but in 1971 they were forced to recall
25,000 pairs of boots due to a faulty lining material and eventually had to sell to a larger firm for $3 a
share.
In 1972, Jacobs sold his shares in Lange Inc. for $80,000 and left the company to start another
company of his own, the Jacobs Corporation. Jacobs Corp. produced two different lines of active
wear: Hot Gear, a fashionable line of children’s skiwear, and Cool Gear, a collection of adult cycling
clothing and accessories. The company enjoyed some early sales success, but the difficulty of
financing its working capital led Jacobs to sell off 45% of his stock to a venture capitalist and,
ultimately, his remaining stock to a large sporting goods company, García Inc. When García filed for
bankruptcy in 1978, Hot Gear was sold to the Auyang family of Hong Kong. The Auyangs offered to
keep Jacobs on as a vice-president with one of the Auyang family members as president, but Jacobs
declined. Instead, he chose to start up not one, but two companies that he could fully own and
manage: Pearl-Izumi, a producer of high-performance bicycle gear that he continued to be involved
in until 1986, and Spyder.
Early Growth
During the first two years of Spyder’s life, Jacobs operated the mail order-driven business directly
out of his home—quite literally from his kitchen. His two teenage sons, Bill and Jake, themselves ski
racers and outdoor enthusiasts, pitched in to help with the company’s catalog mailings, which were
initially sent to the roughly 7,000 active ski racers in the U.S. Ski Association’s master list. Drawing
encouragement from steady sales of the company’s racing sweater, Jacobs broadened the offerings in
his catalog to include racing pants, Vuarnet sunglasses, bent downhill poles, and assorted accessories,
all of which were targeted to the high-priced, technical skiwear market. Sales remained brisk and it
was soon time to expand.
To help finance the company’s growth, Jacobs sold his stock to Boulder-based ski boot
manufacturer Hanson Industries, for cash consideration of $75,000. Under the arrangement, Spyder
gained access to warehouse facilities and sufficient working capital to expand its product line, with
Jacobs managing Spyder as a division of Hanson Industries. In 1982, Hanson Industries went into
financial distress, presenting Jacobs with a challenging situation: he could either buy out Spyder for
$50,000, or lose the business altogether. Lacking sufficient capital himself, Jacobs joined forces with
Spyder’s contract manufacturer Tsunehisa Shimokubo of Osaka, Japan. The two partners
reconstituted the business as an independent company, Spyder Active Sports, Inc., with an initial
capitalization of $75,000. Shimokubo provided the required $50,000 in capital in exchange for 50,000
shares of company stock, with Jacobs receiving the remaining 25,000 shares. As part of the agreement,
Jacobs insisted on receiving an additional 25,000 shares if and when Spyder’s sales reached the $2.5
million mark. His rocky experience as a business owner and manager had convinced him of the
2
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Spyder Active Sports—2004
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importance of owning at least 50% of any venture in which he was involved. Thus, when the sales
target was reached in 1986, the two men became 50/50 partners.
From its inception, Spyder positioned itself at the leading edge of quality and design in the
skiwear market. Jacobs believed that “there was not much of a market for what I made, but I knew
that if I could own that little spot at the top, there weren’t many people there to compete with me.”3
The company was meticulous in selecting its raw material suppliers. It bought fabrics from Japan and
Switzerland, state-of-the-art insulation from 3M in the United States, and custom-made snaps from
Italy. Spyder also worked with its suppliers to develop proprietary fibers and coatings like X-staticTM,
ThermawebTM, and SpylonTM.
In 1988, the company took a major step forward by securing sponsorship of the U.S. Ski Team.
Under the terms of the sponsorship, Spyder gained the exclusive right to outfit the entire team in the
World Cup, the Olympic Games, and in other international competitions. Ski and race fans
unfamiliar with the Spyder brand had an opportunity to see leaders in the sport such as Picabo Street,
Tommy Moe, and others clad in the bold colors and web-patterned designs characteristic of Spyder
skiwear. Along with this increased visibility came increases in sales, which rose from $3.4 million in
1987 to $7.9 million in 1990. By then, Spyder was no longer doing business by mail order. Rather, the
company pursued the specialty ski shop channel, where Spyder was developing a reputation for
being, in Jacobs’ words, “the real stuff.”4
Jake Jacobs and his Role in Spyder
Growing up in Colorado, Jacobs’s son Jake was an active skier and took an interest in the family
business. His early roles included filling orders at the Spyder warehouse throughout his high school
years and, based on a natural interest in fashion, contributing his opinion on the various products on
the skiwear market, including Spyder’s.
Jake attended the University of Colorado, where he studied international business and marketing.
While an undergraduate, he organized annual ski gear sale for local racers, selling new and used ski
equipment and skiwear. The event was popular and became an annual happening in Boulder. When
Jake graduated from college in 1986, he went to work full-time for Spyder, helping to build what was
at the time a roughly $3.5 million a year business. After one year of full-time service to Spyder, the
company sponsored Jake’s enrollment in a one-year fashion design program offered at FIDM in Los
Angeles, from which he graduated with highest honors.
When Jake returned to Spyder, his father and Shimokubo encouraged him to devote some time to
Spyder’s international operations. Excited by the challenge, he and his new wife, along with their
newborn daughter, moved to Japan for a year, where Jake worked from the offices of Shimokubo’s
family enterprise, the Ono Trading Co. Much of his time was spent in Japanese factories, where he
saw firsthand the elaborate process of transforming designs into marketable apparel. Here Jake
solidified his knowledge of a range of fabric, dyes and other materials, while also working with
vendors, mills, and other suppliers. Returning to the United States a year later, Jake became director
of Spyder’s production, but the experience he had gained abroad left him restless to relocate
overseas. So when Spyder began searching for a manufacturing manager for its Hong Kong office, 25
year-old Jake made a case to his father that he should fill the position. His father agreed.
3 Ibid.
4 Ibid.
3
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Spyder Active Sports—2004
Jake’s stay in Hong Kong, however, was short lived. After setting in motion the new systems for
the office, he met an executive from Nike who soon recruited him to Nike’s Singapore office as an
apparel development manager, a position which also involved extensive supply chain responsibilities
in Asia. Jake spent three years in Singapore before being transferred to Nike’s Hong Kong office,
where his work continued in the design of apparel for Asian markets and in the “advanced
development” of new materials and fabrics to be used in manufacturing.
Jacobs had supported Jake’s career move, recognizing there would be tremendous opportunity for
his son’s professional development at a company of Nike’s size and global influence. But he also
missed Jake’s talent and commitment. In 1995, Jacobs recruited Jake back to Spyder as vice-president
in charge of design and manufacturing, a position where he would have ample latitude to unleash his
creativity while enjoying a high degree of responsibility in the company.
Spyder’s Mid-Life Crisis
By 1995, there was a feeling among Spyder’s management that the company had reached a
plateau. While the company was well-established in the technical skiwear market and had grown
considerably in the past two decades, sales growth was relatively flat and no decisive strategy had
emerged to move the company beyond the $10-$15 million mark. On a personal level, Jacobs, who
had four daughters in addition to his elder sons Bill and Jake, was approaching 65 and beginning to
think about solidifying his financial future after spending many years pouring the proceeds from
Spyder back into the company. Additionally, he began to sense competitive pressure on Spyder’s
“turf.” He explained:
Spyder had been bumping along …[but was] successful in its category. About that time, the
attempt to go to the skiwear market caught the attention of the fashion markets. And new
companies were talking about getting into skiing, or technical skiwear—brands like Tommy
Hilfiger, Nautica, Prada, and Giorgio Armani… It was Hilfiger that miffed me the most
because they started running ads in Men’s Health, double-paged ads showing skiers in Hilfiger
jackets and I said, wow, Spyder’s a technical brand. This is my turf and these brands are
coming in here.
Concluding that “Spyder had to do something,” Jacobs conceded “I had to get out of my comfort
zone.” He formed a group of trusted advisors from the Boulder area, including a commercial banker,
the president of a venture capital firm, the president of the marketing firm that had designed
Spyder’s logo, and a partner at a leading accounting consultancy. After discussing things over the
course of multiple dinner meetings, the group suggested generating a larger capital base from which
to move the company to the next level. Jacobs explained:
The upshot of those meetings was that I needed outside investment, and the two options
were: sell the whole thing, or find a minority partner—not a majority partner, not 51%. If
you’re going to sell 51%, you might as well sell the whole thing. They suggested the process
would be to look up investment bankers that were familiar with the space and the company.
Spyder was only about $11 million in that space.
After meeting with three different investment banks and outlining Spyder’s plans, Jacobs retained
the services of Robertson Stephens & Co. and went on the market in February 1997, accepting bids
from both strategic and financial buyers. As the offering memorandum circulated among a number of
potential investors, rumors emerged that Nike was interested in buying a majority stake in the
company; but Nike’s decision to pursue interests in snowboarding and ice hockey, rather than in
skiing, eventually put the option to rest.
4
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Spyder Active Sports—2004
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One potential investor that caught Jacobs’ attention early in the process was CHB Capital Partners,
located in nearby Denver. CHB’s experience included working with entrepreneurial and family
businesses (“CHB” stood for “Closely Held Businesses”), and expressed openness to the idea of
assuming a minority stake, pitching its ability to provide not only capital, but also the operational
and strategic expertise to help Spyder develop a plan for long-term growth.
The Partnership with CHB
CHB Capital Partners was founded in June 1995 by Thomas “Tad” Kelly and John Flanigan (both
Harvard MBAs), who were soon joined by associate Blake Morris (Stanford MBA). The firm followed
a “low-volume, high-touch strategy,” reviewing hundreds of deals per year but aiming to close on
only 2 to 3 transactions annually. Unlike some other private equity firms, CHB did not look to buy
companies outright. Instead, it formed a “partnership” with the CEO and senior managers of the
companies in which it invested - providing strategic, operational, and general management expertise
while working to catalyze growth. Kelly believed that “equity capital has become almost as
commoditized as debt capital,” adding, “we have to be able to offer more than just capital, because
there’s so much capital out there.”
Prior to founding CHB, Kelly had worked for 10 years with prominent investor Richard
Rainwater in Texas, placing investments in private companies. He credited his experience growing
up around a family business—the LaSalle Steel Company, which his family founded in 1912—as
formative to his business sense and development. Both Flanigan and Morris, the firm’s two other lead
professionals at the time, spent much of their early career working as management consultants. Kelly
believed one of the strengths of his young firm was its ability to provide growing companies with
high-level management expertise they might not otherwise receive working with a small- to middlemarket private equity firm. “You’ve got a $100,000 a week McKinsey team at your beck and call,” he
told prospective partners. CHB sought out only “friendly” deals in which the management team was
expected to stay on after the investment. Kelly explained the importance of the company’s orientation
to the future:
What we compete with is our expertise, not our money. And obviously, if somebody is
selling 100% of a business and they’re retiring to the South of France, they don’t care what we
bring to the table. … We’re focused on transactions in which prospective CEO partners are
asking themselves questions such as “Do I like these people? Do I trust them? Do they have
operating expertise and not just financial expertise like most private equity firms?” … Our
CEO partners care much more about what we and they can make their business be worth three
to five years from now, than about the valuation we put on their business today.
The deal with Spyder fell more or less in CHB’s “sweetspot” —companies with revenues between
$10 to $50 million. Typically, CHB took between a 20% and an 80% stake in a company, and expected
to maintain its position for roughly 3 to 5 years before exiting. At any given time, the firm had 3 or 4
active companies in its portfolio.
The CHB team working on the Spyder bid established a strong rapport with Jacobs right from the
start. Nonetheless, coming to agreement took time and careful negotiation. While CHB was prepared
to invest roughly $5 million in Spyder and was willing to accept a minority stake, the firm was also
intent on arranging a deal which would yield a minimum 30% return. Its due diligence research
revealed sales and earnings forecasts lower than those projected in the offering memorandum,
leading CHB to propose a sliding scale arrangement whereby its ownership stake would be
proportionate to Spyder’s ability to hit its own EBITDA targets. For example, if Spyder’s cumulative
5
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Spyder Active Sports—2004
EBITDA for fiscal years 1998-2002 was $20.5 million (as projected in the offering memorandum),
CHB’s ownership position would be 35%. If cumulative EBITDA exceeded $26.5 million, then CHB’s
ownership position would fall to 25%. At the other extreme, if the earnings fell below $10.5 million,
CHB stood to own a 60% share.
Jacobs rejected the sliding scale plan and insisted on a fixed percentage deal. After much
discussion, the two sides agreed to a deal that saw CHB investing a total of $4.5 million in two stages.
Upon consummation of the deal, the firm would put in $2.5 million in exchange for preferred stock
convertible into 22% of Spyder common stock. By a date no later than December 31, 1998, CHB would
then have the option to invest an additional $2 million—half of which would be a cash payment to be
split by Jacobs and his partner, Shimokubo, with the remaining $1 million available to the company
as working capital. If CHB elected to invest at both stages, its stake would increase to 37.9% of
common stock. CHB’s Kelly commented: “We were just trying to protect ourselves a little bit because,
for us, this was early stage [investment]. Earlier stage than we usually do.”
On September 25, 1997 Spyder’s relationship with CHB officially began, with the private equity
firm infusing $2.5 million in capital into the company.
Organizational Changes
Building on the rapport established in the months leading up to the private investment, Jacobs
and Kelly, with the help of their respective teams, began the task of making operational a strategy for
growth. Kelly and Flanigan joined Spyder’s board (in keeping with CHB’s practice of installing one
or more of its founders on each of its partners’ boards), and Morris added the company to his
personal portfolio of businesses—companies to which he would serve as a direct line of support.
Jacobs noted that following the addition of Kelly and Flanigan, the nature of the board changed
dramatically. He explained:
When Spyder was a joint venture between Shimokubo and myself, we held the board
meetings when I happened to be in Japan. We would sit down and just put something in the
minute book, so that we did enough to satisfy the corporation. It was once a year to throw
something in the minute book. But CHB was different. Then we had quarterly board meetings.
They weren’t random. They were business meetings. Shimokubo, and my son and myself—all
my senior team, whether directors or not, I wanted everybody to be in those board meetings.
My business philosophy has always been to have more people, have more information, rather
than fewer or less. … And CHB played key roles from then going forward.
One of the first steps was to invest in a state-of-the-art information technology (IT) system. Selling
only through specialty shops, Jacobs pointed out, as they had done in the past, did not require a huge
investment in IT systems, as “specialty shops write you an order and send it to you handwritten - it’s
all manual.” However, a transition to bigger accounts, including major department stores, would
require all data processing to be electronic—an Enterprise Resource Planning (ERP) system. But
making an investment in an ERP system would cost the company roughly $1 million, after
accounting for hardware, software, installation, and consulting support—and for a company
considered reluctant to spend, this represented a major outlay. Morris explained CHB’s position:
“Our point [to Spyder’s management team] was, you have this vision of being a $100 million brand,
so don’t put a system in for a $10 million brand. Put a system in for a $400 million brand, because that
way you’ll never have to do it again, and it will be a lot easier to implement now.” After meeting
with leading suppliers, Spyder drew on a portion of its new capital to take the plunge and invest in a
high-level ERP system from J.D. Edwards.
6
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Spyder Active Sports—2004
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A second step management took was to invest in new key hires. Bringing in a senior marketing
executive stood atop the list. For many years, the company had been largely “product-driven,” but it
was felt that, in order to move sales to the next level, it would need to become more of a “marketingdriven” firm. Thus, management opened a search for a new global brand manager. Jacobs explained
his approach to the hire:
The ski industry is very incestuous. Maybe a couple of years you work for Salomon. And
then you move to Rossignol and maybe K2. And everybody moves around the industry
because it’s almost like a small club in a way. It’s a very narrow industry and target market. It’s
a far cry from a bad market, so everybody hangs around. I wanted to be outside of that, so I
hired a search firm.
As the search unfolded, a number of strong candidates came forward, including a seasoned
marketing executive in his 50s whom Kelly felt “would have been the safe choice—a ‘done-it-all,
been-around’ type of guy.” But there was one younger executive––still in his early thirties–– John
Walbrecht, who captured the attention and imagination of the group. Morris explained:
He had risen to the head of global sales and marketing at Doc Marten’s from being in sales.
And he had experience at Gloria Vanderbilt and Timberland, so he’d been in the branded
apparel and products business. He had been with a brand, an edgy brand that appealed to a
broad range of people. … So it was analogous to what we wanted to happen at Spyder. We
didn’t want to lose Spyder’s high-end image, but we needed to broaden the number of people
who could actually buy the product. So that was what attracted us, the fact that he had gone
through the whole life cycle with Doc Marten’s. But also, if you meet him, he’s the most
energetic and most driven person you’ll ever meet. So it was hard to turn him down, even
though he was 31–32.
Given the strong support expressed for Walbrecht, he was hired into the position of vice-president
of global sales and marketing in May of 1998. Exhibit 1 shows a complete list of Spyder’s senior
management.
A third major step was to develop a concept shop or so-called fixture program. At the time, some
of Spyder’s competitors were employing programs whereby a select company’s products were given
dedicated floor space within a retail or department store, rather than being grouped with other
brands. Jacobs explained: “If you walk into a ski shop, a lot of them have all their jackets on
rounders—everybody’s brand together. But we wanted to separate Spyder visually. And Nautica was
doing that and Polo started doing that. And I saw how they did that in department stores with their
own fixtures and their own floor pad. So I figured we needed to do that.” Among other places,
Spyder developed its own concept shop within Marshall Fields, in Chicago, where the company was
able to secure 1,500 square feet of space to display its jackets and ski gear. Jacobs commented: “As
soon as you walk in, you see a Spyder concept shop. This is big for us, a valuable piece of real estate.”
Jacobs also saw his strategic planning process change qualitatively as a result of CHB’s
involvement. He explained:
We would have outside meetings once a year where we would strategize prior to crafting
our annual plans. And I asked John [Flanigan] to run those. He would put big sheets of paper
on the wall, capturing information and writing down all the different ideas. He would then
distill the important ones down on a single sheet. And this was a process he was used to doing.
It was great. It allowed me to step back where I didn’t have to think on my feet while I was
figuring out what to write down. With him driving that, I was able to be part of the discussion,
which was very valuable.
7
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206-027
Spyder Active Sports—2004
CHB exercised its option to infuse an additional $2 million into the company before year-end 1998,
with $1 million in cash to be split between Jacobs and his partner Shimokubo, and $1 million to be
used as working capital. Jacobs and Shimokubo opted not to take out the $1 million. In keeping with
the terms of the deal, CHB’s share of the company rose to 37.9%, on a fully diluted basis. (Company
employees, including Jake Jacobs, had options for 11.3% of the company. The remaining shares were
split equally between Jacobs and Shimokubo, at 25.4% each.) Earlier in the year, Spyder had secured
renewal of its sponsorship with the U.S. Ski Team, which had been scheduled to expire in April, 1998.
The move was viewed by Spyder as critical to maintaining its visibility globally as a highperformance ski apparel brand.
Spyder’s key investments led to rapid growth in revenues, with gross sales reaching $17.2 million
and $21.2 million in 1999 and 2000, respectively. The investments were expensive, however, with
earnings hitting a low of negative $972,000 in 2000. While the negative earnings gave Spyder’s
management as well as its commercial lenders cause for concern, management contended that
financial statements during that period “did not really represent the funds of the company.” Kelly
and Jacobs assembled a set of revised financial figures which, in accounting for one-time expenses
associated with recent investments, they believed more accurately represented the position of the
company. Jacobs explained: “We were able to carve out the one-time line items and then illustrate
what the funds for the operations were based on their own merit during the normal course of
business. So [the banks] accepted that, which was a key element in maintaining our bank
relationships.” In effect, the banks accepted a “pre-investment” set of numbers that reflected the
performance of the company and a “post-investment” set that reflected the “one-time” investments.
New Vision for Marketing and Product Development
When Walbrecht assumed his position, he brought to the role what Jacobs called “big-picture
marketing initiatives,” which grew out of his experience with Dr. Martens. Jacobs explained that Dr.
Martens held “sales events where they would bring in musicians or top stars into one location, bring
in their top accounts, put them up for three days, put on a big production and then show them the
new collections,” adding, “nobody in this industry had ever done that.” Within months of joining
Spyder, Walbrecht had formulated a vision for a major marketing event, to be located in Vail,
Colorado. Getting Spyder’s management to agree to the $150,000 cost was not easy: Jacobs had never
spent more than $25,000 on a sales meeting. But Walbrecht’s presentation of the idea—not only of the
event itself, but also of the long-term marketing benefits he expected would accrue to the company—
was persuasive, and he ultimately earned approval. Jacobs recalled:
We went to Vail and set up at the Cascade Hotel, a big hotel. This was just before the
Olympics in Atlanta in ‘96, and John [Walbrecht] knew the people who designed the opening
ceremonies in Atlanta through Doc Martens. And they happened to be a vendor. So he hired
them and set up a multi-media video / slide show / fashion show and so on in the Cascade
Hotel, where they brought in all the big trusses with lights. And it was like a Hollywood
production. It was unbelievable.
Jacobs continued:
So we invited 75 dealers up there for this whole extravaganza. It just blew the market away.
They just could not believe what Spyder was doing. All of a sudden, it changed their
perception of the brand - changed the industry’s perception of the brand. Now we were
players. It’s not like all the other brands that had been doing the typical things. So that was the
start of it.
8
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Spyder Active Sports—2004
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Kelly concurred that the event was “mind-blowing,” with a “sleepy little company” suddenly
flying people in from Germany, Australia, and other places. He noted: “It was a clear signal—Spyder
was going to spend the money ahead of the revenue and make a statement in the marketplace.”
Walbrecht’s efforts pitching Spyder’s products began in earnest, with his personally traveling 250
days per year to visit customer sites. Widely perceived as knowledgeable and highly energetic,
Walbrecht quickly earned the respect of many who were close to Spyder’s operations. Kelly
commented: “If you met him, you would buy anything he was selling. And I mean that in a good
way. The guy is brilliant. He’s got it all thought out, and when he walks you through his thought
process, you say, of course. And you sign right there.” Morris added:
He knows your job better than you do, and he is going to help you become a better retailer.
He’ll say, “this is how you sell the product, this is the customer you look for, this is the type of
music they like to listen to… the movies they attend, the amount they’ll pay, this is how you
arrange it on the floor, the colors you buy.” So he basically merchandised it for them.
As Walbrecht established himself with customers, suppliers, and his new colleagues, CHB worked
to support management’s evolving marketing strategy. Many within the Spyder management team
felt there was an opportunity to make industry data more integral to the company’s strategy. This
topic was taken up not only when the board assembled or at annual strategic planning time, but also
in day-to-day discussions involving CHB and Spyder management. Jacobs commented:
There were industry statistical reports that we weren’t even subscribing to that showed
which brands were selling in which categories—say jackets compared to shells and pants; it
included price points and all of those things. And we never read them in the past because we
knew we made a good product and we’d make it and people would buy it and so on. I didn’t
really care that much what other people were doing, because in our spot we were ahead of the
pack.
He continued:
But Blake [Morris] took that information and crunched it in amazing ways, with graphs that
showed sell-through rates, the size of your business relative to others, your highest sellthrough profit margin, and so forth. So in a snapshot you could see which brands are doing the
best, how big they are relative to others—all in one page. And he would crunch these things
and point out how we were doing in different areas. You’re maybe two or three in the category
of insulated jackets, but you’re getting killed in shells. And North Face is outselling in shells
and so on. So then we were able to react.
Product Expansion and Distribution
Walbrecht’s efforts in sales and marketing were complemented by those in product development
by another key executive - this time a familiar face to everyone associated with the company. Jake
Jacobs, soon after been re-recruited to Spyder, took several steps to revamp the product development
department. At the time, his father “was still designing a good part of the line and the development
staff was only a couple of people”: The entire product development team included one graphic artist,
two developers, with no one assigned to merchandising. Jake took some initial steps to develop the
department. He transitioned his father away from the product design role and hired full-time
designers. He also created a new merchandising position.
Within 18 months of rejoining Spyder, Jake was promoted to vice president of merchandising.
Relying in large part on operations he had observed at Nike, he began to ramp up the department
9
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206-027
Spyder Active Sports—2004
through a series of hires and restructuring moves. Morris commented: “Jake is a very effective
organization builder. Maybe that’s because of his background at Nike. If you look at Jake’s
organization, he’s not afraid to delegate. And yet, at the same time, he is as intense about every little
detail being right. He is extremely detail-oriented and extremely focused.”
In distinguishing its products, Jake observed that Spyder “does a good job of melding fashion and
function” —adding that relative to its competitors, “we’ll spend more time on the fabric itself and
melding material, so that in the end it’s a richer, more fashionable technical product.” Spyder viewed
its product design and development as a highly collaborative process, one dependent upon many
inputs in the early design stage. Jake explained: “We listen a lot to all of our customers, distributors,
and partners—and always have.”
Leading up to the late 1990s, the Spyder brand was primarily identified with the tight-fitting, webcovered race suits worn by professional ski racers. Exhibit 2 shows Spyder’s characteristic racing
suits. Spyder’s additional product offerings at the time were largely comprised of its “core brand”
products—high-end alpine skiing apparel and accessories which retailed for $300–$1,000 and were
distributed through specialty ski stores. Exhibit 3 describes Spyder’s core brands and lists its
principal competitors for each brand. Beginning in 1999, Spyder began to broaden its product
offerings to include skiwear and outerwear for new customer targets, some of which were offered at
lower price points.
As products were developed for a broader range of customers, the move into new distribution
channels, including sporting goods stores and department stores, became inevitable. Spyder’s core
lines were continued to be sold in specialty ski stores including Cole Sport, Christy’s, Intersport
Eyble, and others. Select high-end new products such as snowboard apparel were also sold through
this channel. The majority of products developed after the late 1990s, however, whose price points
fell below many of the Core line offerings, were distributed through sporting goods chains and two
department stores, Macy’s and Marshall Field. Exhibit 4 shows Spyder’s brands, competitors, and
distribution channels by product line.
The expansion of Spyder’s product line required ongoing discussion among the company’s
management and board about how to manage the brand and divide the market in terms of price
points. Morris commented: “Christy’s is a fairly high-end ski shop—they sell a $600 jacket. Well, you
can’t go to Macy’s and find that. So there’s not going to be any overlap. And quite frankly, the person
who shops at Macy’s doesn’t look like the person who shops at Christy’s up in Vail.”
He continued:
I’m sure at the margin you can always find one or two overlaps, but the bottom line is, if
you keep your channels clean and you know the customers you are going after—and what
price points and what demographics they’re going to pay—then you can avoid the kind of
overlap where Gart buys a $600 jacket, can’t sell it, puts it on sale for $300 and kills Christy’s
business. …and half of our discussion was always, “let’s make sure that we’re not damaging
this or that part of the brand.”
At the same time that Spyder rolled out its new product offerings, it also worked to refine its sales
and distribution strategy abroad. Throughout the 1990s, the company’s approach varied by
geography. In the United States, Spyder contracted with a number of independent sales
representatives to sell merchandise around the country, with distribution to the roughly 450 U.S.
sales accounts handled directly at Boulder headquarters. Similarly in Japan, distribution was handled
by a single outfit—the Ono Trading Company owned by Shimokubo. Outside of these two regions,
however, Spyder contracted with a host of distributors, which handled all the marketing and sales.
10
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Spyder Active Sports—2004
206-027
One distributor covered Canada, another covered Australia and New Zealand, and seven more
distributors handled accounts across Europe.
As management looked more and more closely at its distribution abroad, they determined that the
system lacked the efficiency of its approach in the United States and Japan—where activities such as
order placement, warehousing, shipping, administration, and so on were consolidated under one
roof. Additionally, it was clear from the financials that handling sales and distribution in-house was
substantially more profitable than the European system of selling through multiple distributors.
Thus, Spyder elected to gradually transition key European accounts to a “direct selling” model,
beginning “in fiscal 2001 when it first converted Germany, Australia, and the Benelux countries and,
subsequently, France and Switzerland.”5
Results
By 2001, Spyder’s ambitious growth plan started bearing fruit, with net sales reaching $27.3
million in 2001, $34.0 million in 2002, and $40.3 million in 2003, and net income moving from $83,000
to $854,000 over the same period. Exhibits 5 and 6 shows Spyder’s consolidated financial statements
for those years. During that period, Spyder added the Canadian and the Austrian National Ski Teams
to its list of sponsors and often attracted the attention of the business press for building momentum
within the industry. Retailers highly valued the high margins and “sell-through” rates—how much
retailers sell of what they buy––provided for them by Spyder’s products. Exhibit 7 shows Spyder’s
sell-through rates and market shares compared with its competitors. Spyder made a point to always
sell “one less jacket than the market demanded.” At the time, Jacobs found himself presiding over a
company whose employees included both his sons, since Bill was recruited back to the firm to
manage Spyder sales in Northern California, one of the company’s major sales regions.
Amidst the environment of growth and momentum, it was nevertheless becoming clear to Jacobs
that CHB was likely to exit the partnership in the near future. The private equity firm had tested the
market in 2002, but in the wake of the major stock market correction and the collapse of the high-tech
sector, economic conditions were not ripe for an exit. By late 2003, however, the market had
improved, and CHB’s seven-year investment in Spyder had well exceeded its expected term, being
the only investment that remained to be realized from CHB’s first fund. Jacobs commented: “There
were huge amounts of cash that people wanted to put to work and there was no place to put it. The
economy was starting to look better, so people became more aggressive, looking for companies. …
And the smart money, I guess, was looking for brands to invest in.” Exhibit 8 charts the recent
evolution of the market.
Considering the Sale of Spyder
The combination of CHB’s desire for a liquidity event and the recent evolution of the private
equity market led Jacobs to think about the future of Spyder—most notably, who would own and
control it for the foreseeable future––and to consider his own exit from the company in early 2004.
Jacobs and CHB agreed to engage an investment bank to conduct a total or partial sale of the
company. Ultimately, they chose two banks that were willing to split the fees and duties in finding an
outside buyer or investor: Financo, and Wachovia Securites. Financo was selected because of its
expertise in the retail industry; and Wachovia was chosen because of its expertise in consumer
5 2004 Spyder Offering Memorandum.
11
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206-027
Spyder Active Sports—2004
products and the confidence Jacobs had in Joe Pellegrini, former banker with Robertson Stephens &
Co. who ran the “process” that resulted in CHB’s 1997 investment in Spyder.
As the two investment banks proceeded with their due diligence, Jacobs wondered what the
company would be valued at in the open market, and what kind of deal he might expect. Exhibit 9
summarizes recent acquisitions of companies comparable to Spyder, and Exhibits 10 and 11 show
information about publicly traded comparable companies. The possibility of an IPO was not seen as
an option for a relatively small and highly seasonal business like Spyder’s, whose monthly sales
during fiscal year 2004 (ending in March 2004) had ranged between a maximum of $22 million in
June and almost zero in January of 2003. Likewise, the company’s working capital debt, which
averaged $8 million a month over fiscal year 2004, had ranged between zero and $23.4 million in the
peak month. To be able to take his company public, Jacobs would most likely need to make it
substantially larger and multi-seasonal.
Thus, the main ways in which a sale of his own equity stake along with CHB’s could be feasibly
structured were either a trade sale to a strategic buyer, or a secondary private placement with a
financial buyer. (In either case, Jacobs and Shimokubo would sell all or a large share of their equity
position). Alternatively, Jacobs might decide not to exit the business at this point and maintain a
controlling ownership stake, which would effectively reduce CHB’s exit options to a sale of their
minority stake to another private equity company.
Which of these options was likely to yield the highest price for Spyder’s equity? More generally,
which would be more suitable to Jacobs’s needs? At the age of 70, issues of control took on a
different meaning than they had seven years earlier when he struck a deal with CHB that guaranteed
a majority stake for himself and Shimokubo. Being fairly paid for his decades of entrepreneurial
effort weighed more heavily than did controlling the direction of the company. Jacobs conceded that
in the last couple of years he had stepped back slightly from day-to-day operations, but others
pointed out how successful he continued to be in the role of “conductor” or “coach.” At the same
time, a deal at this point also raised questions about how succession and future leadership would
evolve. Morris pointed out that Jake and Walbrecht were “the creative engine of that company”
during its recent growth phase, but it was not clear how a buyout would affect their future roles and
that of other senior managers. In making a decision about Spyder’s sale, Jacobs somehow had to
balance his own interests with those of his partner CHB, those of his sons Bill and Jake, and those of
the company that he had so proudly created.
12
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Spyder Active Sports—2004
Exhibit 1
206-027
Spyder’s Senior Management
David Jacobs: The founder of the Company, David Jacobs is a former Canadian national ski
champion and has over thirty years of experience in the snowsport industry.
Jake Jacobs: Jake Jacobs, who has been with Spyder for 16 years, has extensive merchandising and
product development experience and was previously Development Director of Nike’s Asia Pacific
Apparel Organization in Hong Kong.
John Walbrecht: John Walbrecht has been with the Company for six years and has extensive
marketing and sales experience at Airwair (Dr. Martens), Gloria Vanderbilt, and Timberland.
Doug Saunders: Doug Saunders has worked for Spyder for 15 years and has served in executive
roles with the Company such as Manager of Customer Service Department, North American Sales
Manager, and his current role, Vice President of Operations.
Todd Stockbauer: Todd Stockbauer is a CPA and has executive financial experience at Airwalk,
Southwest Products Company, and Sunbase Asia.
Bert Stjernholm: Since 2001, Bert Stjernholm has acted as Spyder’s financial advisor, before which he
was CFO since 1997. He had nearly two decades of executive commercial banking experience at Bank
One before joining Spyder.
Cees de Witte: Cees de Witte joined Sypder in 2001 to lead its European operations (Spyder Europe
AG), serving as both General Manager and Vice President of Sales & Marketing. Prior to joining
Spyder, Mr. de Witte served as General Manager of GT Bicycles Europe and Vice President of Sales &
Marketing at Bell Sports Europe.
Source:
2004 Spyder Offering Memorandum.
13
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206-027
Spyder Active Sports—2004
Exhibit 2
Source:
Spyder’s Racing Suits Worn by the U.S., Canadian, and Austrian Ski Teams
Spyder company materials.
14
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Spyder Active Sports—2004
Exhibit 3
206-027
Spyder’s Core Brands and Competitors by Brand
Description
Competitors
Legend
High-end collection
Prada, Bogner, Postcard, Killy,
Arc’Teryx (Adidas-Salomon)
Platinum
High-end collection for women
Postcard, Killy, Nils, Bogner,
Arc’Teryx (Adidas-Salomon)
Authentics / Race
Official race suits & accessories for professional
skiers or amateur team racers
Descente, Phenix
Bode Miller
Skiwear for young men & boys with Bode’s
“uncompromising attitude”
Quest
Skiwear for recreational skiers - lower price points
Killy, Schoffel, Couloir, Marker
(K2), Descente, Obermeyer
Allure
Fashion-oriented line for women who enjoy
casual skiing
Polo, Tommy Hilfiger, Nautica
(VF Corp), Prada, Armani
Fundamentals
Ski pants, overalls, other basic skiwear
North Face (VF Corp),
Patagonia, Phenix
Accessories
Sweaters, fleeces, t-necks, hats, socks, gloves
Source:
Compiled by casewriters from company documents.
15
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See Ex. 3
Competitors
X
X
X
Orage, North
Face (VF Corp),
DNA (Descente)
Source:
Compiled by casewriters from company documents.
d Better Department Stores: Macy’s, Marshall Fields, El Corte Ingles, etc.
c Sporting Goods Stores: The Sports Authority, Dick’s, Sport-Scheck, etc.
X
Karbon, Beyond
X, Avalanche,
Descente
$200-$300
Custom-made
skiwear for ski
teams & resorts
“Spyder with an
attitude”
$250-$350
ProGear
Venom
b Specialty Stores: Cole Sport, Christy’s, Intersport Eyble, etc.
a Licensed to Genfoot (Canada)
Better Department
Storesd
Ski Club/Team
Sporting Goods
Storesc
Specialty
Ski/Snowboard
Storesb
X
$300-$1000
Retail Price
Distribution Channel
High-end alpine
skiiing apparel
and accessories.
See breakdown
in Ex. 3
Core
X
Obermeyer,
Columbia, Jupa,
Karbon, Couloir
$100-$250
Kids versions of
adult brands &
kids brands like
Mini Moe,
Stynger, & Itsy
Bitsy
Kyds
X
X
Columbia
$200-$250
Outerwear for
multi-seasonal,
multi-sport
outdoor activities
XSCāp
Spyder’s Brands, Competitors, and Distribution Channels by Product Line
Description
Exhibit 4
X
X
Columbia
$100-$225
Less technical
features for pricesensitive
customers
Stryke
X
Burton, 686,
Volcom, 4Square
$225-$500
Snowboard
apparel
Section
X
X
Burton, Blackdot,
Convert
(Columbia)
$100-$200
Snowboard
apparel for
teenagers - lower
price points
Legion
X
X
X
$50-$160
Footweara
206-027 -16-
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Company documents.
FY2004 figures are unaudited.
Source:
a
n/a
83
Net Income
Net Working Capital Investment
35
Taxes
251
(63)
FAS 133 Expense
Capital Expenditures
467
805
Interest Expense & Bank Fees
1,327
Depreciation & Amortization
EBITDA
113
Non-Operating Income (Expense)
20
1,214
Op. Income Before Depreciation
Mgmt. Fee, Licenses, & Royalty Income
9,573
10,767
Gross Profit
Total Operating Expenses
27,303
16,536
Net Sales
Cost of Sales
FY2001
(1,592)
410
844
159
(185)
664
464
1,946
142
1,804
27
12,175
13,952
33,960
20,008
FY2002
(86)
621
854
688
1,076
613
668
3,899
295
3,604
10
14,159
17,753
40,290
22,537
FY2003
69
1,797
5,069
1,858
1,065
846
744
9,582
208
9,374
26
21,007
30,355
61,366
31,011
FY2004a
1,590
2,619
8,071
2297
0
1,260
1,078
13,771
(217)
13,988
0
28,014
42,002
85,281
43,279
FY2005E
929
3,000
10,593
2,898
0
1,396
2,097
16,983
0
16,983
0
33,571
50,554
105,630
55,075
FY2006E
Spyder Consolidated Income Statement and Cash Flow Adjustments—Historical and Forecasted (in $ thousands)
Fiscal year ended March 31.
Exhibit 5
1,292
3,500
13,019
3,729
0
1,769
3,260
21,777
0
21,777
0
41,028
62,804
133,223
70,419
FY2007E
1,459
4,250
17,139
5,396
0
2,263
3,098
27,895
0
27,895
0
49,584
77,479
165,732
88,253
FY2008E
206-027
-17-
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2,001
123
2,124
2,109
4,233
4,717
(146)
4,571
8,804
Accts Payable & Accrued Exp
Other Current Liabilities
Total Current Liabilities
Other Liabilities
Total Liabilities
Preferred Stock & Commmon
Retained Earnings
Total Stockholders’ Equity
Total Liabilities & Equity
Source:
Company documents.
FY2004 figures are unaudited.
8,804
Total Assets
a
844
815
485
4,797
1,458
250
155
7,145
Net PP&E
Other Assets
Cash
Accounts Receivable
Inventories
Prepaid Expenses
Other Current Assets
Total Current Assets
FY2001
8,246
4,719
514
5,233
502
3,013
2,216
295
2,511
8,246
827
1,049
793
3,568
1,284
483
242
6,370
FY2002
9,085
4,723
1,366
6,089
0
2,996
2,834
162
2,996
9,085
849
826
2,693
2,560
922
406
829
7,410
FY2003
15,851
4,731
1,807
6,538
3,814
9,313
5,499
0
5,499
15,851
1,970
906
7,975
3,192
845
346
617
12,975
FY2004a
Spyder Consolidated Balance Sheet—Historical and Forecasted (in $ thousands)
Fiscal year ended March 31.
Exhibit 6
19,055
4,731
10,952
15,683
0
3,372
3,372
0
3,372
19,055
3,581
836
6,812
5,625
1,130
454
617
14,638
FY2005E
30,328
4,731
21,545
26,276
0
4,052
4,052
0
4,052
30,328
4,554
766
15,572
6,873
1,402
543
617
25,008
FY2006E
44,222
4,731
34,564
39,295
0
4,927
4,927
0
4,927
44,222
4,865
696
27,060
8,521
1,798
666
617
38,661
FY2007E
62,378
4,731
51,702
56,433
0
5,945
5,945
0
5,945
62,378
6,087
626
41,587
10,409
2,246
806
617
55,665
FY2008E
206-027 -18-
Spyder Active Sports—2004
Exhibit 7
206-027
2003 Spyder’s Sell-Through Rates Relative to its Competitors
90%
85%
Industry
Average:
80.0%
80%
75%
Ro
ss
i
gn
o
Sp l
yd
Co
e
lu r
m
bi
a
O
M ra g
et
e
ro
C p ol
G
i
S s
O por
be
ts
r
Ju me
pa ye
r
Pr Sp
iva or
ts
Th
t
e eL
No a b
rth el
Fa
Sp ce
or
Bl
t
ac ina
k
Be
a
O r
ak
le
y
Ki
lly
Co
ul
oi
r
He
Ei
lly
de
Ha r
ns
en
Fe
ra
Ni
l
M s
ar
ke
r
70%
Source:
2004 Spyder Offering Memorandum.
19
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206-027
Spyder Active Sports—2004
Evolution of Trading and Transaction Multiples for Comparable Companiesa
Exhibit 8
Com posite Sales Multiple
Camelbak ●
2.75x
2.50x
2.25x
2.00x
1.75x
1.50x
Jack Wolfskin
1.25x
● Arc’Teryx
1.00x
●
● Teva
● Arc’Teryx
0.75x
0.50x
Converse
●
● Mountain Hardwear
● Arc’Teryx
● Nautica
● Fila
● North Face
0.25x
12
/1
/9
9
3/
1/
00
6/
1/
00
9/
1/
0
12 0
/1
/0
0
3/
1/
01
6/
1/
01
9/
1/
0
12 1
/1
/0
1
3/
1/
02
6/
1/
02
9/
1/
0
12 2
/1
/0
2
3/
1/
03
6/
1/
03
9/
1/
0
12 3
/1
/0
3
3/
1/
04
0.00x
Com posite EBITDA Multiple
16x
14x
● Arc’Teryx
12x
● Fila
10x
8x
6x
● Teva
Jack Wolfskin ●
● Mountain Hardwear
Nautica ●● Converse
●
Camelbak
4x
2x
12
/1
/9
9
3/
1/
00
6/
1/
00
9/
1/
0
12 0
/1
/0
0
3/
1/
01
6/
1/
01
9/
1/
0
12 1
/1
/0
1
3/
1/
02
6/
1/
02
9/
1/
0
12 2
/1
/0
2
3/
1/
03
6/
1/
03
9/
1/
0
12 3
/1
/0
3
3/
1/
04
0x
a
The continuous lines show daily trading multiples for a composite of Columbia, K2, Nike, Quiksilver, and VF Corp. The isolated
dots show transaction multiples paid for the target companies listed beside each dot.
Source:
SDC Platinum, a Thomson Financial Product, accessed [May/2005], Bloomberg LP, accessed [May/2005], and
casewriters’ analysis.
20
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or 800-988-0886 for additional copies.
Arc’Teryx Inc.
Teva Sandals
Mountain Hardwear Inc.
Nautica Enterprises Inc.
Converse Inc.
Adidas-Salomon AG
Deckers Outdoor Corp.
Columbia Sportswear Co.
VF Corp.
Nike Inc.
Jack Wolfskin GmbH
Fila Holding SpA
CameIBak Inc.
Bain Capital Inc.
Cerberus Partners LP
Bear Stearns & Co.
4/7/00
11/6/03
3/7/03
8/28/02
4/11/97
7/9/03
7/7/03
3/13/03
10/11/02
12/5/01
12/2/03
6/10/03
9/9/02
5/1/97
9/4/03
8/27/03
4/1/03
11/26/02
3/1/02
8/16/00
Date
Effective
209
586
63
160
335
600
36
62
21
129
Total Ent.
Value
($ millions)
Source:
SDC Platinum, a Thomson Financial Product, accessed [May, 2005] and casewriters’ analysis.
a All acquisitions were for 100% of the target’s equity except for The North Face (81.2% acquired) and Helly Hansen (70% acquired).
Helly Hansen ASA
Investcorp Int’l Inc.
Financial Acquirors
The North Face Inc.
VF Corp.
Target
Date
Announced
Recent Acquisitions of Companies Comparable to Spydera
Strategic Acquirors
Acquiror
Exhibit 9
74
954
52
146
205
694
31
56
19
244
LTM Sales
($ millions)
25
44
7
18
36
66
3.2
6.1
1.4
-44
LTM EBITDA
($ millions)
2.8
0.6
1.2
1.1
1.6
0.9
1.2
1.1
1.1
0.5
Sales
Multiple
-21-
8.2
13.3
9.3
8.9
9.4
9.1
11.1
10.3
15.5
-2.9
EBITDA
Multiple
206-027
206-027
Spyder Active Sports—2004
Exhibit 10
Comparable Companies Description
Company Name
Description
Adidas-Salomon AG
Designs, manufactures, and markets sports footwear, apparel and
accessories, under the brands adidas (footwear and apparel), Salomon (ski
and snowboard equipment), Arc’Teryx (ski and outdoor apparel), Bonfire
(snowboard apparel), and Maxfli (golf equipment). Headquartered in
Germany and traded in the Frankfurt Stock Exchange.
Columbia Sportswear Co.
Manufactures ski and outdoor apparel.
K2 Inc.
Manufactures outdoor sports equipment and apparel for ski, snowboard,
skating, fishing, mountain bike, and paintball, as well as industrial products
like fiberglass for marine applications. Brands include K2 and Volkl (skis
and apparel), Marker (ski bindings and apparel), Marmot (outdoor apparel),
Ride (snowboards and apparel).
Nike Inc.
Designs, develops, and markets sports footwear and apparel for running,
basketball, tennis, golf, soccer, baseball, football, bicycling, volleyball,
wrestling, cheerleading, aquatic activities, and hiking.
Quiksilver Inc.
Designs, manufactures, and distributes surf, swimming, and snowboard
apparel and equipment under the Quiksilver, Roxy, and Gotcha brands.
Skis Rossignol SA
Manufactures ski and snowboard equipment and apparel under the brands
Rossignol (skis and ski apparel), Dynastar (skis and boots), Look
(bindings), Kerma (poles), and Lange (boots). Headquartered in France
and traded in the Paris Stock Exchange.
VF Corp.
Manufactures and markets branded apparel and accessories. Subsidiaries
include The North Face, focused on technically advanced products for
climbers and extreme skiers, Lee jeans, and Jansport backpacks.
Source:
Bloomberg LP, accessed [May/2005].
22
This document is authorized for use only by Kanwal Sakhi (sakhi.k@husky.neu.edu). Copying or posting is an infringement of copyright. Please contact customerservice@harvardbusiness.org
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This document is authorized for use only by Kanwal Sakhi (sakhi.k@husky.neu.edu). Copying or posting is an infringement of copyright. Please contact customerservice@harvardbusiness.org
or 800-988-0886 for additional copies.
g
Apparel, incl. Sports Apparel
Sports Equipment & Apparel
Sports Apparel
0.59
0.55
1.01
0.70
1.36
1.48
0.81
Betab
5,113
994
118
138
866
209
20
1,459
LTM InterestBearing Debt
0.20
0.44
0.17
0.08
0.41
0.06
0.39
Five-Year
Average
Debt-to-Value
5,390
479
1,039
11,751
839
990
6,221
LTM
Sales
725
25
130
1,736
63
220
586
LTM
EBITDA
-23-
Sources: Compiled from Bloomberg LP, accessed [May/2005], http://www.adidas-salomon.com, http://www.rossignolcorporate.com, Standard & Poor’s Compustat data, accessed [May/2005], and
casewriters’ analysis.
g Traded in the Paris stock exchange.
f Fiscal quarter ending Feb 29, 2004.
e Fiscal quarter ending Jan 31, 2004.
d Traded in the Frankfurt stock exchange.
c For companies that have dual share classes including one non-traded class, market value of equity is computed as the product of the publicly traded share price by the total number of shares outstanding of all
classes.
b Estimated by 60-month regression of stock returns on S&P500 returns.
174
1,217
20,558
559
2,239
4,302
a Figures are in U.S. dollars for all companies except for Adidas-Salomon AG and Skis Rossignol SA, which are in Euros.
VF Corp.
Skis Rossignol SA.
Quiksilver Inc.
Sports Apparel & Footwear
K2 Inc.
f
Sports Apparel
Sports Equipment
Columbia Sportswear Co.
e
Sports Apparel, Footwear, & Equipment
Adidas-Salomon AGd
Nike Inc.
Industry
Market Value
of Equityc
Selected Financial Data about Comparable Companies (in $ or Euro millions, as of 03/31/2004)a
Company Name
Exhibit 11
206-027
Spyder Valuation Based on Trading Multiples
Sales 2004 EBITDA 2004 Sales 2005 EBITDA 2005
$61,366
$9,582
$85,281
$13,771
Exhibit 5
Exhibit 5
Exhibit 5
Exhibit 5
Sources:
Exhibit 11 Exhibit 11 Exhibit 11 Exhibit 11 Exhibit 11 Exhibit 11
[1]
Company
Name
Adidas
Columbia
K2
Nike
Quicksilver
Rosssignol
VF
Mean
Median
[2]
Industry
Sp. App.
Sp. App.
Sp. App.
Sp. App.
Sp. App.
Sp. App.
Sp. App.
[3]
[4]
[5]
[6]
Market
Value of
Equity
$4,302
$2,239
$559
$20,558
$1,217
$174
$5,113
Last 12
Months
InterestBearing
Debt
$1,459
$20
$209
$866
$138
$118
$994
Last 12
Months
Sales
$6,221
$990
$839
$11,751
$1,039
$479
$5,390
Last 12
Months
EBITDA
$586
$220
$63
$1,736
$130
$25
$725
[7=(3+4)/5] [8=(3+4)/6] [9=7*Sales] [10=8*EBITDA] [11=7*Sales] [12=8*EBITDA]
Spyder
Spyder
Spyder
Spyder
2004 Total
2004 Total
2005 Total
2005 Total
Enterprise
Enterprise
Enterprise
Enterprise
Value
Value
Value
Value
Implied by
Implied by
Implied by
Implied by
Sales
EBITDA
Sales
EBITDA
Sales
EBITDA
Multiple
Multiple
Multiple
Multiple
Multiple
Multiple
0.93
9.83
$56,828
$94,201
$78,975
$135,384
2.28
10.27
$140,026
$98,390
$194,596
$141,403
0.92
12.19
$56,173
$116,809
$78,064
$167,875
1.82
12.34
$111,880
$118,252
$155,481
$169,948
1.30
10.42
$80,030
$99,874
$111,218
$143,536
0.61
11.68
$37,409
$111,918
$51,988
$160,845
1.13
8.42
$69,529
$80,713
$96,625
$115,999
1.28
1.13
10.74
10.42
$78,839
$69,529
$102,880
$99,874
$109,564
$96,625
$147,856
$143,536
Spyder Valuation Based on Transaction Multiples
Sources:
Exhibit 9
Exhibit 9
[1]
[2]
Sales 2004 EBITDA 2004 Sales 2005
EBITDA 2005
$61,366
$9,582
$85,281
$13,771
Exhibit 5
Exhibit 5
Exhibit 5
Exhibit 5
Exhibit 9 Exhibit 9 Exhibit 9 Exhibit 9
[3]
Acquiror
Target
Date
Strategic Acquirors
VF
North Face
8/16/00
Adidas
Arc'Teryx
3/1/02
Seckers
Teva
11/26/02
Columbia
Mountain Hardward
4/1/03
VF
Nautica
8/27/03
Nike
Converse
9/4/03
[4]
[5]
[6]
[9=7*Sales] [10=8*EBITDA] [11=7*Sales] [12=8*EBITDA]
Spyder
Spyder
Spyder
Spyder
2004 Total
2004 Total
2005 Total
2005 Total
Enterprise
Enterprise
Enterprise
Enterprise
Value
Value
Value
Value
Total
Last 12 Last 12
Implied by
Implied by
Implied by
Implied by
Enterprise Months Months Sales
EBITDA
Sales
EBITDA
Sales
EBITDA
Value
Sales EBITDA Multiple Multiple
Multiple
Multiple
Multiple
Multiple
$129
$21
$62
$36
$600
$335
$244
$19
$56
$31
$694
$205
($44.0)
$1.4
$6.1
$3.2
$66.0
$36.0
$160
$63
$586
$209
$146
$52
$954
$74
$18.0
$6.8
$44.0
$25.0
[7=4/5]
[8=4/6]
0.53 na
1.11
15.00
1.11
10.16
1.16
11.25
0.86
9.09
1.63
9.31
32,444
67,826
67,941
71,264
53,054
100,281
143,730
97,391
107,798
87,109
89,166
45,087
94,258
94,418
99,036
73,730
139,362
206,565
139,968
154,924
125,191
128,147
1.10
1.21
0.61
2.82
8.89
9.26
13.32
8.36
67,250
74,347
37,694
173,317
85,173
88,774
127,615
80,106
93,459
103,321
52,384
240,861
122,409
127,584
183,405
115,126
1.21
1.11
10.52
9.31
74,542
67,883
100,762
89,166
103,592
94,338
144,813
128,147
Mean Strategic Acquirors
Median Strategic Acquirors
Financial Acquirors
Investcorp
Helly Hansen
Bain
Jack Wolfskin
Cerberus
Fila
Bear Stearns CamelBak
5/1/97
9/9/02
6/10/03
12/2/03
Mean Financial Acquirors
Median Financial Acquirors
All Acquirors
Mean All Acquirors
Median All Acquirors
Spyder Valuation Based on Discounted Cash Flow
Assumptions:
Discount Rate
Terminal Growth Rate
Synergies in COGS
Synergies in SG&A
Net PP&E
Accouts Recievable
Inventories
Accounts Payable & Accruals
Net Working Capital
13.50% Includes small-stock premium
3.00%
0.00%
0.00%
FY2004
$1,970
$3,192
$845
$5,499
($1,462)
Net Sales
COGS %
Cost of Goods Sold
Gross Profit
Operating Expense %
Total Operating Expenses
Depreciation
EBIT
Tax Rate
NOPAT
Capital Expenditures (net)
Change in Net Working Capital
Free Cash Flow
Terminal Value
Total Cash Flow
Total Enterprise Value
FY2005E
$3,581
$5,625
$1,130
$3,372
$3,383
$85,281
50.70%
$43,237
$42,044
32.80%
$27,972
$1,078
$12,993
21.10%
$10,252
$1,611
$4,845
$3,796
$3,796
$38,180
FY2006E
$4,554
$6,873
$1,402
$4,052
$4,223
$105,630
52.10%
$55,033
$50,597
31.80%
$33,590
$2,097
$14,909
21.50%
$11,704
$973
$840
$9,891
$9,891
FY2007E
FY2008E
$133,223
52.90%
$70,475
$62,748
30.80%
$41,033
$3,260
$18,455
22.30%
$14,340
($4,554)
($4,223)
$23,117
$165,732
53.30%
$88,335
$77,397
29.90%
$49,554
$3,098
$24,745
23.90%
$18,831
$0
$0
$18,831
$23,117
$18,831
Sources:
Exhibit 6
Exhibit 6
Exhibit 6
Exhibit 6
Exhibit 5
Exhibit 5
Exhibit 5
Exhibit 5
Exhibit 5
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