8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
December 18, 2008

Quiksilver, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	001-14229 (Commission File Number)	33-0199426 (IRS Employer Identification Number)
15202 Graham Street, Huntington Beach, CA (Address of principal executive offices)		92649 (Zip Code)

Registrant’s telephone number, including area code:
(714) 889-2200

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1

Item 2.02 Results of Operations and Financial Condition

The purpose of this Current Report on Form 8-K is to furnish the press release issued by Quiksilver, Inc. on December 18, 2008 announcing its financial results for the quarter and year ended October 31, 2008. The press release is attached hereto as Exhibit 99.1.

In addition to Quiksilver’s GAAP financial information, the press release furnished with this report as Exhibit 99.1 reports pro-forma income from continuing operations and pro-forma diluted earnings per share from continuing operations, each excluding goodwill impairment charges, which are considered non-GAAP financial measures. Quiksilver believes that this non-GAAP information provides consistency and comparability with its past financial reports. Quiksilver has chosen to provide this information to investors to enable them to perform additional analyses of past, present and future operating performance and as a supplemental means to evaluate Quiksilver’s operations.

The non-GAAP information should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from non-GAAP or other pro-forma measures used by other companies.

The information in this Form 8-K and Exhibit shall not be deemed filed for purposes of Section 18 of Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits

     The following exhibits are being furnished herewith:

Exhibit No.	Exhibit Title or Description
99.1	Press Release dated December 18, 2008, issued by Quiksilver, Inc.

2 

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 18, 2008	Quiksilver, Inc. (Registrant)
	By:	/s/ Joseph Scirocco
		Joseph Scirocco
		Chief Financial Officer

3 

INDEX TO EXHIBITS

Exhibit No.	Exhibit Title or Description
99.1	Press Release, dated December 18, 2008, issued by Quiksilver, Inc.

4 

EX-99.1

Exhibit 99.1

Company Contact:	Bruce Thomas
	Vice President, Investor Relations
	Quiksilver, Inc.
	(714) 889-2200

Quiksilver, Inc. Reports Fourth Quarter and Fiscal Year 2008 Results

– 4th Quarter 2008 Adjusted Income from Continuing Operations of $0.32 per share

– 4th Quarter 2008 Loss from Continuing Operations of $0.11 per share after Goodwill Charge

– Fiscal 2008 Adjusted Income from Continuing Operations of $0.93 per share

– Fiscal 2008 Income from Continuing Operations of $0.51 per share after Goodwill Charge

Huntington Beach, California, December 18, 2008—Quiksilver, Inc. (NYSE: ZQK) today announced operating results for the fourth quarter and full year ended October 31, 2008. Consolidated net revenues for the fourth quarter of fiscal 2008 increased 3% to $606.9 million compared to $587.3 million in the fourth quarter of fiscal 2007. Fourth quarter pro-forma income from continuing operations was $41.6 million or $0.32 per share, and excludes a $55.4 million goodwill impairment charge associated with the company’s revised outlook for its business in the Asia/Pacific region. The pro-forma earnings result exceeded the company’s expectations because of an unanticipated tax benefit of $4.6 million or $0.04 per share. The goodwill impairment charge is a non-cash expense and does not affect the company’s operations, cash flows or covenants associated with its debt. A reconciliation of GAAP results to pro-forma results is provided in the accompanying tables. Including the goodwill charge, the loss from continuing operations for the fourth quarter was $13.8 million or $0.11 per share, compared to income of $43.9 million or $0.34 per share in the same quarter a year ago. Net revenues and income from continuing operations for all periods exclude the results of the Rossignol wintersports and golf equipment businesses which are reported as discontinued operations.

Consolidated net revenues for the full year of fiscal 2008 increased 11% to $2.26 billion compared to $2.05 billion in fiscal 2007. Full year pro-forma income from continuing operations for fiscal 2008, adjusted to exclude the goodwill charge, was $120.9 million or $0.93 per share. Full year income from continuing operations for fiscal 2008, including the goodwill charge, was $65.5 million or $0.51 per share, compared to income of $116.7 million or $0.90 per share in fiscal 2007.

Robert B. McKnight, Jr., Chairman of the Board, President and Chief Executive Officer of Quiksilver, Inc., commented, “I am proud of the efforts of the entire Quiksilver team around the world as we fought through a deteriorating global economy to deliver financial results that were consistent with the outlook we provided 6 months ago. As economic conditions continue to worsen in our key markets in the US and in Europe, we’ve continued our efforts to reduce expenses and capital expenditures, to carefully control inventory and to reconfigure our post-Rossignol capital structure.”

Net revenues in the Americas increased 10% during the fourth quarter of fiscal 2008 to $306.9 million. European net revenues decreased 4% during the fourth quarter to $216.3 million and declined 6% in local currency. Asia/Pacific net revenues increased 2% to $82.6 million in the fourth quarter and increased 10% in local currency.

Net revenues in the Americas for the full year of fiscal 2008 increased 7% to $1,061.4 million. European net revenues increased 16% during the full year of fiscal 2008 to $933.1 million and

Quiksilver, Inc. Reports Fourth Quarter and Fiscal Year 2008 Results
December 18, 2008
Page 2 of 9

were up 4% in local currency. Asia/Pacific net revenues increased 9% to $265.1 million in fiscal 2008 and were up 3% in local currency.

Consolidated inventories increased 5% to $312.1 million at October 31, 2008 from $296.2 million at October 31, 2007. Inventories grew 15% in local currency. Consolidated trade accounts receivable decreased 2% to $470.1 million at October 31, 2008 from $478.0 million at October 31, 2007. Trade accounts receivable grew 6% in local currency.

The company completed the sale of the Rossignol Group in November 2008 and sold Roger Cleveland Golf Company in December 2007. Both of these businesses are treated as discontinued operations in the consolidated statements of income attached to this press release. Quiksilver expects to recognize a non-cash loss of approximately $150 million in the first fiscal quarter of 2009 associated with the sale of Rossignol.

The company stated that as of October 31, 2008, it had approximately $215 million of available liquidity, including non-restricted cash and available borrowing capacity on its existing credit facilities. The company ended fiscal 2008 with $1,071 million of debt, including $11 million of debt within liabilities held for sale. The company is currently in discussions with its European and Asia/Pacific banks to refinance its short-term debt, including $167 million which is uncommitted, and a $72 million facility due to mature in March 2009. In addition, the company is negotiating a term loan to supplement its current credit availability in the US, subject to approval by its US lenders. The company believes that its projected cash flow from operations, together with its existing credit facilities, will be adequate to service its debt and to finance the projected capital requirements of the business. The company also believes that it can obtain additional financing needed to extend the maturities of its debt, reduce the amount of short-term uncommitted lines of credit and better position itself for the long term.

Mr. McKnight concluded, “Now that we have completed the sale of Rossignol and eliminated our exposure to hardgoods manufacturing, we’ve refocused our attention toward our three strong boardsport lifestyle brands Quiksilver, Roxy and DC. Despite an increasingly challenging retail environment, Quiksilver remains the clear number one surf brand in the world, Roxy is still the number one female surf brand and DC is one of the top three footwear brands in the entire action sports industry.”

About Quiksilver:

Quiksilver, Inc. (NYSE:ZQK) is the world’s leading outdoor sports lifestyle company, which designs, produces and distributes a diversified mix of branded apparel, footwear, accessories and related products. The Company’s apparel and footwear brands represent a casual lifestyle for young-minded people that connect with its boardriding culture and heritage.

The reputation of Quiksilver’s brands is based on different outdoor sports. The Company’s Quiksilver, Roxy, DC and Hawk brands are synonymous with the heritage and culture of surfing, skateboarding and snowboarding, and its beach and water oriented swimwear brands include Raisins, Radio Fiji and Leilani.

The Company’s products are sold in over 90 countries in a wide range of distribution, including surf shops, skate shops, snow shops, its proprietary Boardriders Club shops and other company-owned retail stores, other specialty stores and select department stores. Quiksilver’s corporate and Americas’ headquarters are in Huntington Beach, California, while its European headquarters are in St. Jean de Luz, France, and its Asia/Pacific headquarters are in Torquay, Australia.

Quiksilver, Inc. Reports Fourth Quarter and Fiscal Year 2008 Results
December 18, 2008
Page 3 of 9

Forward looking statements:

This press release contains forward-looking statements including but not limited to statements regarding the Company’s financial and liquidity forecasts as well as its ability to refinance its existing indebtedness. These forward-looking statements are subject to risks and uncertainties, and actual results may differ materially. Please refer to Quiksilver’s SEC filings for more information on the risk factors that could cause actual results to differ materially from expectations, specifically the sections titled “Risk Factors” and “Forward-Looking Statements” in Quiksilver’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

* * * * *

NOTE: For further information about Quiksilver, Inc., you are invited to take a look at our world
at www.quiksilver.com, www.roxy.com, www.dcshoes.com and www.hawkclothing.com.
..

Quiksilver, Inc. Reports Fourth Quarter and Fiscal Year 2008 Results
December 18, 2008
Page 4 of 9

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended October 31,
In thousands, except per share amounts	2008			2007
Revenues, net	$	606,899		$	587,268
Cost of goods sold		315,008			298,764
Gross profit		291,891			288,504
Selling, general and administrative expense		231,629			216,576
Goodwill impairment		55,400			—
Retail store impairments		10,047			—
Operating (loss) income		(5,185	)		71,928
Interest expense		9,482			11,151
Foreign currency (gain) loss		(5,298	)		3,125
Minority interest and other expense		701			82
(Loss) income before provision for income taxes		(10,070	)		57,570
Provision for income taxes		3,754			13,636
(Loss) income from continuing operations	$	(13,824	)	$	43,934
Income (loss) from discontinued operations	$	12,869		$	(154,861	)
Net loss	$	(955	)	$	(110,927	)
(Loss) income per share from continuing operations	$	(0.11	)	$	0.35
Income (loss) per share from discontinued operations	$	0.10		$	(1.24	)
Net loss per share	$	(0.01	)	$	(0.89	)
(Loss) income per share from continuing operations, assuming dilution	$	(0.11	)	$	0.34
Income (loss) per share from discontinued operations, assuming dilution	$	0.10		$	(1.19	)
Net loss per share, assuming dilution	$	(0.01	)	$	(0.85	)
Weighted average common shares outstanding		127,067			124,492
Weighted average common shares outstanding, assuming dilution		127,067			130,127

Quiksilver, Inc. Reports Fourth Quarter and Fiscal Year 2008 Results
December 18, 2008
Page 5 of 9

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Fiscal Year Ended October 31,
In thousands, except per share amounts	2008			2007
Revenues, net	$	2,264,636		$	2,047,072
Cost of goods sold		1,144,050			1,062,027
Gross profit		1,120,586			985,045
Selling, general and administrative expense		915,933			782,263
Goodwill impairment		55,400			—
Retail store impairments		10,397			—
Operating income		138,856			202,782
Interest expense		45,327			46,571
Foreign currency (gain) loss		(5,761	)		4,857
Minority interest and other expense		719			121
Income before provision for income taxes		98,571			151,233
Provision for income taxes		33,027			34,506
Income from continuing operations	$	65,544		$	116,727
Loss from discontinued operations	$	(291,809	)	$	(237,846	)
Net loss	$	(226,265	)	$	(121,119	)
Income per share from continuing operations	$	0.52		$	0.94
Loss per share from discontinued operations	$	(2.32	)	$	(1.92	)
Net loss per share	$	(1.80	)	$	(0.98	)
Income per share from continuing operations, assuming dilution	$	0.51		$	0.90
Loss per share from discontinued operations, assuming dilution	$	(2.25	)	$	(1.83	)
Net loss per share, assuming dilution	$	(1.75	)	$	(0.93	)
Weighted average common shares outstanding		125,975			123,770
Weighted average common shares outstanding, assuming dilution		129,485			129,706

Quiksilver, Inc. Reports Fourth Quarter and Fiscal Year 2008 Results
December 18, 2008
Page 6 of 9

Information related to geographic segments is as follows (unaudited):

	Three Months Ended October 31,
Amounts in thousands	2008			2007
Revenues, net:
Americas	$	306,879		$	279,836
Europe		216,349			224,703
Asia/Pacific		82,573			81,080
Corporate operations		1,098			1,649
	$	606,899		$	587,268
Gross Profit:
Americas	$	125,294		$	117,934
Europe		122,168			127,713
Asia/Pacific		43,649			41,820
Corporate operations		780			1,037
	$	291,891		$	288,504
SG&A Expense:
Americas	$	98,290		$	82,210
Europe		96,735			96,456
Asia/Pacific		28,558			27,575
Corporate operations		8,046			10,335
	$	231,629		$	216,576
Asset Impairments:
Americas	$	8,967		$	—
Europe		692			—
Asia/Pacific		55,788			—
Corporate operations		—			—
	$	65,447		$	—
Operating (Loss) Income:
Americas	$	18,037		$	35,724
Europe		24,741			31,257
Asia/Pacific		(40,697	)		14,245
Corporate operations		(7,266	)		(9,298	)
	$	(5,185	)	$	71,928

Quiksilver, Inc. Reports Fourth Quarter and Fiscal Year 2008 Results
December 18, 2008
Page 7 of 9

Information related to geographic segments (continued):

	Fiscal Year Ended October 31,
Amounts in thousands	2008			2007
Revenues, net:
Americas	$	1,061,370		$	995,801
Europe		933,119			803,395
Asia/Pacific		265,067			243,064
Corporate operations		5,080			4,812
	$	2,264,636		$	2,047,072
Gross Profit:
Americas	$	445,381		$	418,021
Europe		532,034			442,923
Asia/Pacific		140,168			120,411
Corporate operations		3,003			3,690
	$	1,120,586		$	985,045
SG&A Expense:
Americas	$	371,958		$	311,757
Europe		380,374			316,867
Asia/Pacific		117,219			100,922
Corporate operations		46,382			52,717
	$	915,933		$	782,263
Asset Impairments:
Americas	$	9,317		$	—
Europe		692			—
Asia/Pacific		55,788			—
Corporate operations		—			—
	$	65,797		$	—
Operating Income:
Americas	$	64,106		$	106,264
Europe		150,968			126,056
Asia/Pacific		(32,839	)		19,489
Corporate operations		(43,379	)		(49,027	)
	$	138,856		$	202,782

Quiksilver, Inc. Reports Fourth Quarter and Fiscal Year 2008 Results
December 18, 2008
Page 8 of 9

GAAP TO PRO-FORMA RECONCILIATION (UNAUDITED)

	Three Months Ended
	October 31,2008
Loss from continuing operations	$	(13,824	)
Goodwill impairment		55,400
Pro-forma income from continuing operations	$	41,576
Pro-forma income per share from continuing operations	$	0.33
Pro-forma income per share from continuing operations, assuming dilution	$	0.32
Weighted average common shares outstanding		127,067
Weighted average common shares outstanding, assuming dilution		129,183

GAAP TO PRO-FORMA RECONCILIATION (UNAUDITED)

	Fiscal Year Ended
	October 31,2008
Income from continuing operations	$	65,544
Goodwill impairment		55,400
Pro-forma income from continuing operations	$	120,944
Pro-forma income per share from continuing operations	$	0.96
Pro-forma income per share from continuing operations, assuming dilution	$	0.93
Weighted average common shares outstanding		125,975
Weighted average common shares outstanding, assuming dilution		129,485

Quiksilver, Inc. Reports Fourth Quarter and Fiscal Year 2008 Results
December 18, 2008
Page 9 of 9

CONSOLIDATED SELECTED BALANCE SHEET INFORMATION (UNAUDITED)

	October 31,
Amounts in thousands	2008		2007
Cash and cash equivalents	$	53,042	$	74,348
Restricted cash		46,475		—
Trade accounts receivable, net		470,059		478,049
Inventories		312,138		296,167
Lines of credit and long-term debt		1,060,318		857,446

Principal payments on lines of credit and long-term debt are due approximately as follows:

	Fiscal Year Ended October 31,
Amounts in thousands	2008		2007
Uncommitted debt	$	166,519	$	124,634
2008		—		33,903
2009		103,701		34,346
2010		284,403		207,211
2011		81,946		35,752
2012		20,227		21,205
2013		3,522		395
2014		—		—
2015		400,000		400,000
	$	1,060,318	$	857,446