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): September 3, 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))

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 September 3, 2009 announcing its financial results for the quarter ended July 31, 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 and facility related restructuring charges and certain tax adjustments, 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 September 3, 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: September 3, 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 September 3, 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 Third Quarter Financial Results

— Income from Continuing Operations of $0.03 per share

— European Refinancing Expected to Close as Planned by the End of September

Huntington Beach, California, September 3, 2009—Quiksilver, Inc. (NYSE:ZQK) today announced operating results for the third quarter ended July 31, 2009. Consolidated net revenues from continuing operations for the third quarter of fiscal 2009 decreased to $501.4 million, from $564.9 million in the third quarter of fiscal 2008. Adjusting for changes in foreign currency as compared to the U.S. dollar, this represented a decline of 5% in constant currency. Consolidated pro-forma income from continuing operations for the third quarter of fiscal 2009 was $3.7 million, or $0.03 per share, compared to $33.1 million, or $0.25 per share, for the third quarter of fiscal 2008. The pro-forma income from continuing operations for the three months ended July 31, 2009 excludes severance and facility related restructuring charges of $7.3 million net of tax and an offsetting tax adjustment of comparable amount. Including these items, income from continuing operations was $3.4 million or $0.03 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 6% during the third quarter of fiscal 2009 to $256.8 million from $271.9 million in the third quarter of fiscal 2008. In constant currency, European segment net revenues decreased 8% compared to the prior year. As reported in the financial statements, European segment net revenues decreased 19% during the third quarter of fiscal 2009 to $189.0 million from $232.0 million in the third quarter of fiscal 2008. In constant currency, Asia/Pacific segment net revenues increased 12% compared to the prior year. As reported in the financial statements, Asia/Pacific segment net revenues decreased 8% to $55.1 million in the third quarter of fiscal 2009 from $59.6 million in the third 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 decreased 7% to $334.2 million at July 31, 2009 from $358.6 million at July 31, 2008. Consolidated trade accounts receivable decreased 14% to $424.2 million at July 31, 2009 from $491.4 million at July 31, 2008.

Robert B. McKnight, Jr., Chairman of the Board, Chief Executive Officer and President of Quiksilver, Inc., commented, “The fiscal third quarter was a very important period for our company as we delivered on the financial expectations we set a quarter ago and secured our global refinancing plan. In doing so, we have returned our focus to the continuing development of our core businesses. The retail environment remains very challenging and we will continue to adapt our cost structure to this trend as we go forward.”

Addressing its outlook for continuing operations, the Company stated that based on current trends, fourth 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 it expects to incur a loss per share on a diluted basis in the mid-single-digit range. The company indicated that longer term visibility into revenues and earnings remains limited due to global economic conditions.

The Company also provided an update on the commitment it had reached to consolidate its European debt obligations, including previously uncommitted lines of credit, into a new committed

Quiksilver, Inc. 2009 Third Quarter Results
September 3, 2009
Page 2 of 10

4-year facility. The new financing with the Company’s European banking partners remains on track with the time table expressed by Quiksilver at the time the transaction was first announced and is expected to close before the end of September. Quiksilver previously announced that two separate transactions had closed and funded at the end of July. In the first transaction, Rhône, an international private equity firm with offices in New York, London and Paris, funded a 5-year senior secured term loan of approximately $150 million. In the second transaction, Bank of America and GE Capital, as joint lead arrangers, funded a new 3-year $200 million asset-based credit facility for Quiksilver’s Americas business.

With its new funding in place, the Company had approximately $147 million of availability under its credit lines and approximately $117 million of unrestricted cash at the end of the third quarter.

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, refinancing expectations and other future 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.dcshoes.com, http:///www.hawkclothing.com.

Quiksilver, Inc. 2009 Third Quarter Results
September 3, 2009
Page 3 of 10

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended July 31,
In thousands, except per share amounts	2009			2008
Revenues, net	$	501,394		$	564,876
Cost of goods sold		267,030			280,047
Gross profit		234,364			284,829
Selling, general and administrative expense		211,771			232,094
Operating income		22,593			52,735
Interest expense		15,347			11,801
Foreign currency loss (gain)		3,473			(1,231	)
Minority interest and other (income) expense		(36	)		415
Income before provision for income taxes		3,809			41,750
Provision for income taxes		396			8,677
Income from continuing operations	$	3,413		$	33,073
Loss from discontinued operations, net of tax		(2,067	)		(30,219	)
Net income	$	1,346		$	2,854
Income per share from continuing operations	$	0.03		$	0.26
Loss per share from discontinued operations	$	(0.02	)	$	(0.24	)
Net income per share	$	0.01		$	0.02
Income per share from continuing operations, assuming dilution	$	0.03		$	0.25
Loss per share from discontinued operations, assuming dilution	$	(0.02	)	$	(0.23	)
Net income per share, assuming dilution	$	0.01		$	0.02
Weighted average common shares outstanding		127,467			126,220
Weighted average common shares outstanding, assuming dilution		128,238			130,021

Quiksilver, Inc. 2009 Third Quarter Results
September 3, 2009
Page 4 of 10

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Nine Months Ended July 31,
In thousands, except per share amounts	2009			2008
Revenues, net	$	1,438,845		$	1,657,737
Cost of goods sold		764,200			829,042
Gross profit		674,645			828,695
Selling, general and administrative expense		621,178			684,304
Asset impairment		—			350
Operating income		53,467			144,041
Interest expense		43,053			35,845
Foreign currency loss (gain)		6,829			(463	)
Minority interest and other expense		584			18
Income before provision for income taxes		3,001			108,641
Provision for income taxes		60,505			29,273
(Loss) income from continuing operations	$	(57,504	)	$	79,368
Loss from discontinued operations		(132,763	)		(304,678	)
Net loss	$	(190,267	)	$	(225,310	)
(Loss) income per share from continuing operations	$	(0.45	)	$	0.63
Loss per share from discontinued operations	$	(1.04	)	$	(2.43	)
Net loss per share	$	(1.49	)	$	(1.80	)
(Loss) income per share from continuing operations, assuming dilution	$	(0.45	)	$	0.61
Loss per share from discontinued operations, assuming dilution	$	(1.04	)	$	(2.35	)
Net loss per share, assuming dilution	$	(1.49	)	$	(1.74	)
Weighted average common shares outstanding		127,286			125,511
Weighted average common shares outstanding, assuming dilution		127,286			129,765

Quiksilver, Inc. 2009 Third Quarter Results
September 3, 2009
Page 5 of 10

CONSOLIDATED BALANCE SHEETS (Unaudited)

	July 31,			July 31,
In thousands	2009			2008
ASSETS
Current assets:
Cash and cash equivalents	$	116,830		$	99,491
Restricted cash		50,054			—
Trade accounts receivable, less allowance for doubtful accounts of $43,386 (2009) and $27,458 (2008)		424,191			491,369
Other receivables		19,459			18,893
Inventories		334,233			358,646
Deferred income taxes — short term		101,807			100,777
Prepaid expenses and other current assets		39,874			29,221
Current assets held for sale		2,282			358,832
Total current assets		1,088,730			1,457,229
Fixed assets, net		237,069			258,920
Intangibles, net		142,954			146,862
Goodwill		321,451			417,486
Other assets		62,271			44,892
Deferred income taxes — long term		23,659			14,007
Total assets	$	1,876,134		$	2,339,396
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Lines of credit	$	221,024		$	274,685
Accounts payable		219,536			251,623
Accrued liabilities		107,025			129,803
Current portion of long-term debt		82,363			35,584
Income taxes payable		28,313			13,447
Liabilities related to assets held for sale		579			144,882
Total current liabilities		658,840			850,024
Long-term debt		733,622			744,127
Other long-term liabilities		43,069			37,164
Non-current liabilities of assets held for sale		—			7,736
Total liabilities		1,435,531			1,639,051
Stockholders’ equity:
Preferred stock		—			—
Common stock		1,312			1,306
Additional paid-in capital		366,852			331,269
Treasury stock		(6,778	)		(6,778	)
Retained earnings		152			191,374
Accumulated other comprehensive income		79,065			183,174
Total stockholders’ equity		440,603			700,345
Total liabilities & stockholders’ equity	$	1,876,134		$	2,339,396

Quiksilver, Inc. 2009 Third Quarter Results
September 3, 2009
Page 6 of 10

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

	Three Months Ended July 31,
In thousands	2009			2008
Revenues, net:
Americas	$	256,778		$	271,941
Europe		189,027			231,987
Asia/Pacific		55,090			59,634
Corporate operations		499			1,314
	$	501,394		$	564,876
Gross Profit:
Americas	$	96,735		$	112,552
Europe		108,720			138,439
Asia/Pacific		29,603			33,094
Corporate operations		(694	)		744
	$	234,364		$	284,829
SG&A Expense:
Americas	$	92,273		$	89,361
Europe		83,732			97,502
Asia/Pacific		27,271			28,580
Corporate operations		8,495			16,651
	$	211,771		$	232,094
Operating Income (Loss):
Americas	$	4,462		$	23,191
Europe		24,988			40,937
Asia/Pacific		2,332			4,514
Corporate operations		(9,189	)		(15,907	)
	$	22,593		$	52,735

Quiksilver, Inc. 2009 Third Quarter Results
September 3, 2009
Page 7 of 10

	Nine Months Ended July 31,
In thousands	2009			2008
Revenues, net:
Americas	$	690,181		$	754,491
Europe		581,223			716,770
Asia/Pacific		164,979			182,494
Corporate operations		2,462			3,982
	$	1,438,845		$	1,657,737
Gross Profit:
Americas	$	257,296		$	320,087
Europe		328,933			409,866
Asia/Pacific		89,142			96,519
Corporate operations		(726	)		2,223
	$	674,645		$	828,695
SG&A Expense:
Americas	$	273,300		$	273,668
Europe		241,557			283,639
Asia/Pacific		80,504			88,661
Corporate operations		25,817			38,336
	$	621,178		$	684,304
Asset Impairment:
Americas	$	—		$	350
Europe		—			—
Asia/Pacific		—			—
Corporate operations		—			—
	$	—		$	350
Operating (Loss) Income:
Americas	$	(16,004	)	$	46,069
Europe		87,376			126,227
Asia/Pacific		8,638			7,858
Corporate operations		(26,543	)		(36,113	)
	$	53,467		$	144,041

Quiksilver, Inc. 2009 Third Quarter Results
September 3, 2009
Page 8 of 10

GAAP TO PRO-FORMA RECONCILIATION (UNAUDITED)

	Three Months Ended
	July 31, 2009
Income from continuing operations	$	3,413
Restructuring charges, net of tax		7,333
Tax adjustment		(7,003	)
Pro-forma income from continuing operations	$	3,743
Pro-forma income per share from continuing operations	$	0.03
Pro-forma income per share from continuing operations, assuming dilution	$	0.03
Weighted average common shares outstanding		127,467
Weighted average common shares outstanding, assuming dilution		128,238

	Nine Months Ended
	July 31, 2009
Loss from continuing operations	$	(57,504	)
Restructuring charges, net of tax		15,105
First quarter effect of U.S. tax valuation allowance		50,778
Tax adjustment		(7,003	)
Pro-forma income from continuing operations	$	1,376
Pro-forma income per share from continuing operations	$	0.01
Pro-forma income per share from continuing operations, assuming dilution	$	0.01
Weighted average common shares outstanding		127,286
Weighted average common shares outstanding, assuming dilution		128,008

Quiksilver, Inc. 2009 Third Quarter Results
September 3, 2009
Page 9 of 10

ADJUSTED EBITDA and PRO-FORMA ADJUSTED EBITDA RECONCILIATION

	Three Months Ended
	July 31,
	2009		2008
Income from continuing operations	$	3,413	$	33,073
Provision for income taxes		396		8,677
Interest expense		15,347		11,801
Depreciation and amortization		13,650		14,842
Non-cash stock-based compensation expense		3,047		3,320
Non-cash asset impairments		—		—
Adjusted EBITDA	$	35,853	$	71,713
Restructuring charges		8,190		—
Pro-forma Adjusted EBITDA	$	44,043	$	71,713

	Nine Months Ended
	July 31,
	2009			2008
(Loss) income from continuing operations	$	(57,504	)	$	79,368
Provision for income taxes		60,505			29,273
Interest expense		43,053			35,845
Depreciation and amortization		40,388			42,935
Non-cash stock-based compensation expense		7,419			9,871
Non-cash asset impairments		—			350
Adjusted EBITDA	$	93,861		$	197,642
Restructuring charges		16,521			—
Pro-forma Adjusted EBITDA	$	110,382		$	197,642

Definition of Adjusted EBITDA:

Adjusted EBITDA is defined as income from continuing operations before (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) non-cash stock-based compensation expense and (v) asset impairments. Adjusted EBITDA is not defined under generally accepted accounting principles (“GAAP”), and it may not be comparable to similarly titled measures reported by other companies. We use Adjusted EBITDA, along with other GAAP measures, as a measure of profitability because Adjusted EBITDA helps us to compare our performance on a consistent basis by removing from our operating results the impact of our capital structure, the effect of operating in different tax jurisdictions, the impact of our asset base, which can differ depending on the book value of assets, the accounting methods used to compute depreciation and amortization, the existence or timing of asset impairments and the effect of non-cash stock-based compensation expense. We believe EBITDA is useful to investors as it is a widely used measure of performance and the adjustments we make to EBITDA provide further clarity on our profitability. We remove the effect of non-cash stock-based compensation from our earnings which can vary based on share price, share price volatility and expected life of the equity instruments we grant. In addition, this stock-based compensation expense does not result in cash payments by us. We remove the effect of asset impairments from Adjusted EBITDA for the same reason that we remove depreciation and amortization as it is part of the impact of our asset base. Adjusted EBITDA has limitations as a profitability measure in that it does not include the interest expense on our debts, our provisions for income taxes, the effect of our expenditures for capital assets and certain intangible assets, the effect of non-cash stock-based compensation expense and the effect of asset impairments.

Quiksilver, Inc. 2009 Third Quarter Results
September 3, 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 July 31, 2008 and 2009:

	Americas			Europe			Asia/Pacific			Corporate		Total
Historical currency (as reported)
July 31, 2008	$	271,941		$	231,987		$	59,634		$	1,314	$	564,876
July 31, 2009		256,778			189,027			55,090			499		501,394
Percentage decrease		(6	%)		(19	%)		(8	%)				(11	%)
Constant currency (current year exchange rates)
July 31, 2008		271,941			206,250			49,249			1,314		528,754
July 31, 2009		256,778			189,027			55,090			499		501,394
Percentage (decrease) increase		(6	%)		(8	%)		12	%				(5	%)