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):
June 8, 2009

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 June 8, 2009 announcing its financial results for the quarter ended April 30, 2009. 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 severance 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 June 8, 2009, 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: June 8, 2009	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 June 8, 2009, issued by Quiksilver, Inc.

4

EX-99.1

Exhibit 99.1

Company Contact: Bruce Thomas
Vice President, Investor Relations
Quiksilver, Inc.
+1 (714) 889-4425

Quiksilver, Inc. Reports Fiscal 2009 Second Quarter Financial Results

— Pro-Forma Income from Continuing Operations of $0.05 per share

— GAAP Income from Continuing Operations of $0.04 per share Includes Severance Charges

— Company Separately Announces Financial Restructuring Plans

Huntington Beach, California, June 8, 2009—Quiksilver, Inc. (NYSE:ZQK) today announced results for the second fiscal quarter ended April 30, 2009. Consolidated net revenues from continuing operations for the second quarter of fiscal 2009 decreased to $494.2 million from $596.3 million in the second quarter of fiscal 2008. Adjusting for changes in foreign currency as compared to the U.S. dollar, this represented a decline of 8% in constant currency. Consolidated pro-forma income from continuing operations for the second quarter of fiscal 2009 was $6.6 million, or $0.05 per share, compared to $38.7 million, or $0.30 per share, for the second quarter of fiscal 2008. The pro-forma income from continuing operations for the three months ended April 30, 2009 excludes a severance charge of $1.7 million, net of tax. Including these charges, income from continuing operations was $4.9 million, or $0.04 per share. A reconciliation of GAAP results to pro-forma results is included in the accompanying tables. Net revenues and income from continuing operations for all periods exclude the results of our Rossignol wintersports business, which was sold in the first quarter of fiscal 2009 and is reported as discontinued operations.

Net revenues in the Americas segment decreased 7% during the second quarter of fiscal 2009 to $230.0 million from $247.6 million in the second quarter of fiscal 2008. In constant currency, European segment net revenues decreased 13% compared to the prior year. As reported in our financial statements, European segment net revenues decreased 26% during the second quarter of fiscal 2009 to $210.5 million from $284.5 million in the second quarter of fiscal 2008. In constant currency, Asia/Pacific segment net revenues increased 14% compared to the prior year. As reported in our financial statements, Asia/Pacific segment net revenues decreased 16% to $52.3 million in the second quarter of fiscal 2009 from $62.5 million in the second quarter of fiscal 2008. Please refer to the accompanying tables in order to better understand the impact of foreign currency on revenue trends in our Europe and Asia/Pacific segments.

Consolidated inventories increased 1% to $307.7 million at April 30, 2009 from $304.1 million at April 30, 2008. Consolidated trade accounts receivable decreased 13% to $411.0 million at April 30, 2009 from $473.0 million at April 30, 2008.

Robert B. McKnight, Jr., Chairman of the Board, Chief Executive Officer and President of Quiksilver, Inc., commented, “We are pleased to report second quarter earnings that are essentially in-line with our expectations, but the environment remains extremely challenging and we have yet to see any improvement in overall business trends. With customers proceeding cautiously in this uncertain market, orders for the second half are building more slowly than in past periods and we continue to look for opportunities to streamline the business and improve profitability. As such, we are targeting substantial cost reductions by the end of this fiscal year and are planning our business conservatively.”

Addressing its outlook for continuing operations, the Company stated that based on current trends, third quarter revenues are expected to be down in the mid-teens on a percentage basis compared to the same quarter a year ago and that diluted earnings per share are expected to be

Quiksilver, Inc. 2009 Second Quarter Results
June 8, 2009
Page 2 of 10

in the low-single-digit range. The Company indicated that longer term visibility into revenues and earnings remains limited at the present time due to global economic conditions.

In a separate press release issued today, Quiksilver announced that Rhône, an international private equity firm with offices in New York, London and Paris, committed to provide a $150 million 5-year term loan as part of a financial restructuring plan for the Company. The new term loan is expected to stabilize the Company’s liquidity position and enable the Company to refinance its existing Americas line of credit and consolidate its European debts into a new committed multi-year facility, and is expected to be funded by the end of July.

Mr. McKnight continued, “Clearly our most important message is captured in our financing press release, also issued today, in which we announced the $150 million infusion by Rhône and the update on our Americas and European refinancing efforts. We do not think of the Rhône investment as merely a loan, but as the cornerstone of Quiksilver’s financial restructuring plan. Rhône is a strong strategic partner with an international presence and extensive experience investing in globally diversified businesses across a number of sectors. Our agreement with Rhône not only provides the financial stability necessary to complete our new Americas and European financing efforts, but it also allows us to improve our global business and increase the efficiency of our worldwide operations. We are pleased to have addressed our liquidity concerns so that we can now sharpen our focus on streamlining the business and making great product within our three great brands — Quiksilver, Roxy and DC.”

Separately, the Company also announced today that it had reached an agreement with legendary surfer Kelly Slater that extends his endorsement arrangement with the Company for five years. Kelly Slater and Quiksilver have helped define the surfing industry over the years and have become synonymous with the core values and culture of the surfing lifestyle. With the new agreement, Quiksilver is proud to be in a position to sponsor the greatest surfer of all time for his entire competitive career. As part of the agreement, Mr. Slater has agreed to accept a significant portion of his compensation in the form of Company stock, subject to stockholder approval.

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.

Forward looking statements:

This press release contains forward-looking statements including but not limited to statements regarding the Company’s revenue guidance, diluted earnings per share guidance, financing activities and other future

Quiksilver, Inc. 2009 Second Quarter Results
June 8, 2009
Page 3 of 10

activities. 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.dcshoecousa.com, www.quiksilveredition.com, www.hawkclothing.com.

Quiksilver, Inc. 2009 Second Quarter Results
June 8, 2009
Page 4 of 10

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended April 30,
In thousands, except per share amounts	2009			2008
Revenues, net	$	494,173		$	596,280
Cost of goods sold		261,055			295,938
Gross profit		233,118			300,342
Selling, general and administrative expense		202,589			230,800
Asset impairment		—			350
Operating income		30,529			69,192
Interest expense		13,552			12,996
Foreign currency loss		1,926			1,384
Minority interest and other expense (income)		578			(471	)
Income before provision for income taxes		14,473			55,283
Provision for income taxes		9,528			16,558
Income from continuing operations	$	4,945		$	38,725
Loss from discontinued operations		(2,132	)		(244,949	)
Net income (loss)	$	2,813		$	(206,224	)
Income per share from continuing operations	$	0.04		$	0.31
Loss per share from discontinued operations	$	(0.02	)	$	(1.95	)
Net income (loss) per share	$	0.02		$	(1.64	)
Income per share from continuing operations, assuming dilution	$	0.04		$	0.30
Loss per share from discontinued operations, assuming dilution	$	(0.02	)	$	(1.88	)
Net income (loss) per share, assuming dilution	$	0.02		$	(1.59	)
Weighted average common shares outstanding		127,324			125,741
Weighted average common shares outstanding, assuming dilution		128,091			130,052

Quiksilver, Inc. 2009 Second Quarter Results
June 8, 2009
Page 5 of 10

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Six Months Ended April 30,
In thousands, except per share amounts	2009			2008
Revenues, net	$	937,451		$	1,092,861
Cost of goods sold		497,170			548,995
Gross profit		440,281			543,866
Selling, general and administrative expense		409,407			452,210
Asset impairment		—			350
Operating income		30,874			91,306
Interest expense		27,706			24,044
Foreign currency loss		3,356			768
Minority interest and other expense (income)		620			(397	)
(Loss) income before provision for income taxes		(808	)		66,891
Provision for income taxes		60,109			20,596
(Loss) income from continuing operations	$	(60,917	)	$	46,295
Loss from discontinued operations		(130,696	)		(274,459	)
Net loss	$	(191,613	)	$	(228,164	)
(Loss) income per share from continuing operations	$	(0.48	)	$	0.37
Loss per share from discontinued operations	$	(1.03	)	$	(2.19	)
Net loss per share	$	(1.51	)	$	(1.82	)
(Loss) income per share from continuing operations, assuming dilution	$	(0.48	)	$	0.36
Loss per share from discontinued operations, assuming dilution	$	(1.03	)	$	(2.12	)
Net loss per share, assuming dilution	$	(1.51	)	$	(1.76	)
Weighted average common shares outstanding		127,157			125,133
Weighted average common shares outstanding, assuming dilution		127,157			129,606

Quiksilver, Inc. 2009 Second Quarter Results
June 8, 2009
Page 6 of 10

CONSOLIDATED BALANCE SHEETS (Unaudited)

	April 30,			April 30,
In thousands	2009			2008
ASSETS
Current assets:
Cash and cash equivalents	$	74,052		$	91,334
Restricted cash		47,236			—
Trade accounts receivable, less allowance for doubtful accounts of $36,719 (2009) and $24,226 (2008)		410,971			473,032
Other receivables		32,260			32,931
Inventories		307,735			304,059
Deferred income taxes — short-term		92,482			102,735
Prepaid expenses and other current assets		33,757			29,204
Current assets held for sale		9,122			290,236
Total current assets		1,007,615			1,323,531
Fixed assets, net		228,918			256,395
Intangibles, net		142,792			144,013
Goodwill		304,991			416,337
Other assets		42,059			45,056
Deferred income taxes — long-term		13,803			13,711
Total assets	$	1,740,178		$	2,199,043
LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities:
Lines of credit	$	224,451		$	245,877
Accounts payable		169,075			191,106
Accrued liabilities		69,455			116,892
Current portion of long-term debt		225,936			35,740
Income taxes payable		20,396			14,833
Liabilities related to assets held for sale		1,415			212,303
Total current liabilities		710,728			816,751
Long-term debt		604,412			656,607
Deferred income taxes and other long-term liabilities		38,429			33,783
Non-current liabilities of assets held for sale		—			6,953
Total liabilities		1,353,569			1,514,094
Stockholders’ equity:
Preferred stock		—			—
Common stock		1,310			1,295
Additional paid-in capital		339,686			319,350
Treasury stock		(6,778	)		(6,778	)
(Accumulated deficit) retained earnings		(1,194	)		188,520
Accumulated other comprehensive income		53,585			182,562
Total stockholders’ equity		386,609			684,949
Total liabilities & stockholders’ equity	$	1,740,178		$	2,199,043

Quiksilver, Inc. 2009 Second Quarter Results
June 8, 2009
Page 7 of 10

Information related to operating segments is as follows:

	Three Months Ended April 30,
In thousands	2009			2008
Revenues, net:
Americas	$	229,990		$	247,615
Europe		210,498			284,500
Asia/Pacific		52,299			62,484
Corporate operations		1,386			1,681
	$	494,173		$	596,280
Gross Profit:
Americas	$	84,895		$	105,779
Europe		119,447			161,730
Asia/Pacific		28,838			31,690
Corporate operations		(62	)		1,143
	$	233,118		$	300,342
SG&A Expense:
Americas	$	89,021		$	89,697
Europe		79,060			98,058
Asia/Pacific		26,317			32,167
Corporate operations		8,191			10,878
	$	202,589		$	230,800
Asset Impairment:
Americas	$	—		$	350
Europe		—			—
Asia/Pacific		—			—
Corporate operations		—			—
	$	—		$	350
Operating (Loss) Income:
Americas	$	(4,126	)	$	15,732
Europe		40,387			63,672
Asia/Pacific		2,521			(477	)
Corporate operations		(8,253	)		(9,735	)
	$	30,529		$	69,192

Quiksilver, Inc. 2009 Second Quarter Results
June 8, 2009
Page 8 of 10

	Six Months Ended April 30,
In thousands	2009			2008
Revenues, net:
Americas	$	433,403		$	482,550
Europe		392,196			484,783
Asia/Pacific		109,889			122,860
Corporate operations		1,963			2,668
	$	937,451		$	1,092,861
Gross Profit:
Americas	$	160,561		$	207,535
Europe		220,213			271,427
Asia/Pacific		59,539			63,425
Corporate operations		(32	)		1,479
	$	440,281		$	543,866
SG&A Expense:
Americas	$	181,027		$	184,307
Europe		157,825			186,137
Asia/Pacific		53,233			60,081
Corporate operations		17,322			21,685
	$	409,407		$	452,210
Asset Impairment:
Americas	$	—		$	350
Europe		—			—
Asia/Pacific		—			—
Corporate operations		—			—
	$	—		$	350
Operating (Loss) Income:
Americas	$	(20,466	)	$	22,878
Europe		62,388			85,290
Asia/Pacific		6,306			3,344
Corporate operations		(17,354	)		(20,206	)
	$	30,874		$	91,306

Quiksilver, Inc. 2009 Second Quarter Results
June 8, 2009
Page 9 of 10

GAAP TO PRO-FORMA RECONCILIATION (UNAUDITED)

	Three Months Ended
	April 30, 2009
Income from continuing operations	$	4,945
Severance charges, net of tax		1,669
Pro-forma income from continuing operations	$	6,614
Pro-forma income per share from continuing operations	$	0.05
Pro-forma income per share from continuing operations, assuming dilution	$	0.05
Weighted average common shares outstanding		127,324
Weighted average common shares outstanding, assuming dilution		128,091

	Six Months Ended
	April 30, 2009
Loss from continuing operations	$	(60,917	)
Severance charges, net of tax		7,772
First quarter effect of U.S. tax valuation allowance		50,778
Pro-forma loss from continuing operations	$	(2,367	)
Pro-forma loss per share from continuing operations	$	(0.02	)
Pro-forma loss per share from continuing operations, assuming dilution	$	(0.02	)
Weighted average common shares outstanding		127,157
Weighted average common shares outstanding, assuming dilution		127,157

Quiksilver, Inc. 2009 Second Quarter Results
June 8, 2009
Page 10 of 10

SUPPLEMENTAL EXCHANGE RATE INFORMATION
(UNAUDITED)

In order to better understand growth rates in our foreign operating segments, we make reference to constant currency. Constant currency improves visibility into actual growth rates as it adjusts for the effect of changing foreign currency exchange rates from period to period. For income statement items, constant currency is calculated by taking the average foreign currency exchange rate used in translation for the current period and applying that same rate to the prior period. Our European segment is translated into constant currency using euros and our Asia/Pacific segment is translated into constant currency using Australian dollars, as these are the primary functional currencies of each reporting segment. A constant currency translation based upon each individual currency would yield a different result compared to using only euros and Australian dollars. The following table presents revenues by segment in both historical currency and constant currency for the three months ended April 30, 2008 and 2009:

	Americas			Europe			Asia/Pacific			Corporate			Total
Historical currency (as reported)
April 30, 2008	$	247,615		$	284,500		$	62,484		$	1,681		$	596,280
April 30, 2009		229,990			210,498			52,299			1,386			494,173
Percentage decrease		(7	%)		(26	%)		(16	%)		(18	%)		(17	%)
Constant currency (current year exchange rates)
April 30, 2008		247,615			241,794			45,814			1,681			536,904
April 30, 2009		229,990			210,498			52,299			1,386			494,173
Percentage (decrease) increase		(7	%)		(13	%)		14	%		(18	%)		(8	%)