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 3, 2010

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	92649
(Address of principal executive offices)	(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 June 3, 2010 announcing its financial results for the quarter ended April 30, 2010. 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 restructuring charges, a non-cash stock compensation expense and a gain from the sale of certain trademarks, 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 press release also reports pro forma adjusted EBITDA, which is also considered a non-GAAP financial measure that Quiksilver believes provides useful information to investors for the same reason stated above, as well as those set forth in the press release with respect to adjusted EBITDA. 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 3, 2010, 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 3, 2010	Quiksilver, Inc. (Registrant)
	By:	/s/ Joseph Scirocco
		Joseph Scirocco
		CFO and COO

3

INDEX TO EXHIBITS

Exhibit No.	Exhibit Title or Description
99.1	Press Release, dated June 3, 2010, issued by Quiksilver, Inc.

4

EX-99.1

Exhibit 99.1

	Company Contact:	Bruce Thomas
		Vice President, Investor Relations
		Quiksilver, Inc.
		+1 (714) 889-2200

Quiksilver, Inc. Reports Fiscal 2010 Second Quarter Financial Results

— Net Revenues of $468 million versus $494 million in prior year

— Pro-Forma Income from Continuing Operations of $0.11 per share versus $0.05 per share in prior year

— Income from Continuing Operations of $0.06 per share versus $0.04 per share in prior year

Huntington Beach, California, June 3, 2010—Quiksilver, Inc. (NYSE:ZQK) today announced operating results for the second fiscal quarter ended April 30, 2010. Consolidated net revenues from continuing operations for the second quarter of fiscal 2010 decreased 5% to $468.3 million from $494.2 million in the second quarter of fiscal 2009. Pro-forma consolidated income from continuing operations for the second quarter of fiscal 2010 was $15.7 million, or $0.11 per share, compared to $6.6 million, or $0.05 per share, for the second quarter of fiscal 2009. Pro-forma income for the second quarter of fiscal 2010 excludes $2.9 million in restructuring charges, consisting primarily of severance pay, as well as a non-cash charge of $5.2 million for incremental stock compensation expense related to the appreciation in value of shares of company stock granted to Kelly Slater during the quarter following stockholder approval. These charges were partially offset by a gain of $1.3 million on the sale of the Raisins swimwear trademarks. Including these amounts, income from continuing operations was $8.8 million, or $0.06 per share, compared to $4.9 million, or $0.04 per share, for the second quarter of fiscal 2009. A reconciliation of GAAP results to pro-forma results is included in the accompanying tables. Net revenues and the income from continuing operations for all periods exclude the results of the Rossignol wintersports business, which was sold in November 2008 and is reported as discontinued operations.

Robert B. McKnight, Jr., Chairman of the Board, Chief Executive Officer and President of Quiksilver, Inc., commented, “We’re very pleased to again deliver financial results that exceeded our prior expectations. Even as the global economies exhibit inconsistent signs of recovery, it’s clear that the bold steps we’ve taken over the past several quarters to improve our operations and to stabilize our financial structure have made us a much stronger company. With inventories well-managed and great products in the market, we are well positioned to deliver improved financial performance in the future.”

Second Quarter Financial Highlights:

• Pro-forma Adjusted EBITDA was $62.4 million compared to $45.4 million in the second quarter of fiscal 2009 despite a 5% revenue decline.

• Gross margin improved 600 basis points to 53.2% compared to 47.2% in the second quarter of fiscal 2009 led by a 970 basis point improvement in the Americas.

• Operating income in Europe, the company’s most profitable region, was 18.8% of revenues as gross margin improved 320 basis points to 59.9% from 56.7% in the second quarter of fiscal 2009.

• Net debt at April 30, 2010, was $733 million, reduced by $201 million compared to $934 million at April 30, 2009.

Net revenues in the Americas decreased 13% during the second quarter of fiscal 2010 to $199.7 million from $230.0 million in the second quarter of fiscal 2009. As measured in U.S. dollars and reported in the financial statements, European net revenues decreased 1% during the second quarter of fiscal 2010 to $208.7 million from $210.5 million in the second quarter of fiscal 2009. In constant currency, European segment net revenues decreased

Quiksilver, Inc. Fiscal 2010 Second Quarter Results
June 3, 2010
Page 2 of 10

5% compared to the prior year. As measured in U.S. dollars and reported in the financial statements, Asia/Pacific net revenues increased 12% to $58.6 million in the second quarter of fiscal 2010 from $52.3 million in the second quarter of fiscal 2009. In constant currency, Asia/Pacific segment net revenues decreased 17% compared to the prior year. 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 26% to $226.4 million at April 30, 2010 from $307.7 million at April 30, 2009. Consolidated trade accounts receivable decreased 19% to $333.3 million at April 30, 2010 from $411.0 million at April 30, 2009.

The company reduced its total debt to approximately $878 million and had approximately $155 million of availability under its credit lines in addition to approximately $145 million of unrestricted cash at the end of the second quarter.

Addressing its outlook for continuing operations, the company stated that based on current trends, third quarter revenues are expected to be down in the low teens on a percentage basis compared to the same quarter a year ago and that it expects to generate earnings per share on a diluted basis in the low-single-digit cents range. The company also indicated that it now expects Pro-forma Adjusted EBITDA for the full-year fiscal 2010 to be at the high-end of its previously stated range of 20 to 25% above fiscal 2009.

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, snowboards 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 outdoor action sports. The company’s Quiksilver, Roxy, DC, Lib Tech and Hawk brands are synonymous with the heritage and culture of surfing, skateboarding and snowboarding.

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, pro-forma adjusted EBITDA guidance 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, www.lib-tech.com and www.hawkclothing.com.

Quiksilver, Inc. Fiscal 2010 Second Quarter Results
June 3, 2010
Page 3 of 10

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended April 30,
In thousands, except per share amounts	2010			2009
Revenues, net	$	468,289		$	494,173
Cost of goods sold		219,002			261,055
Gross profit		249,287			233,118
Selling, general and administrative expense		213,416			202,589
Operating income		35,871			30,529
Interest expense		21,039			13,552
Foreign currency (gain) loss		(4,614	)		1,926
Other (income) expense		(5	)		172
Income before provision for income taxes		19,451			14,879
Provision for income taxes		9,419			9,528
Income from continuing operations		10,032			5,351
Income (loss) from discontinued operations		602			(2,132	)
Net income		10,634			3,219
Less: net income attributable to non-controlling interest		(1,210	)		(406	)
Net income attributable to Quiksilver, Inc.	$	9,424		$	2,813
Income per share from continuing operations attributable to Quiksilver, Inc.	$	0.07		$	0.04
Income (loss) per share from discontinued operations attributable to Quiksilver, Inc.	$	0.00		$	(0.02	)
Net income per share attributable to Quiksilver, Inc.	$	0.07		$	0.02
Income per share from continuing operations attributable to Quiksilver, Inc., assuming dilution	$	0.06		$	0.04
Income (loss) per share from discontinued operations attributable to Quiksilver, Inc., assuming dilution	$	0.00		$	(0.02	)
Net income per share attributable to Quiksilver, Inc., assuming dilution	$	0.06		$	0.02
Weighted average common shares outstanding		128,090			127,324
Weighted average common shares outstanding, assuming dilution		145,376			128,091
Amounts attributable to Quiksilver, Inc.:
Income from continuing operations	$	8,822		$	4,945
Income (loss) from discontinued operations		602			(2,132	)
Net income	$	9,424		$	2,813

Quiksilver, Inc. Fiscal 2010 Second Quarter Results
June 3, 2010
Page 4 of 10

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Six Months Ended April 30,
In thousands, except per share amounts	2010			2009
Revenues, net	$	901,026		$	937,451
Cost of goods sold		429,590			497,170
Gross profit		471,436			440,281
Selling, general and administrative expense		416,576			409,407
Operating income		54,860			30,874
Interest expense		42,912			27,706
Foreign currency (gain) loss		(6,593	)		3,356
Other expense (income)		—			(402	)
Income before provision for income taxes		18,541			214
Provision for income taxes		13,093			60,109
Income (loss) from continuing operations	$	5,448		$	(59,895	)
Income (loss) from discontinued operations		678			(130,696	)
Net income (loss)		6,126			(190,591	)
Less: net income attributable to non-controlling interest		(2,056	)		(1,022	)
Net income (loss) attributable to Quiksilver, Inc.	$	4,070		$	(191,613	)
Income (loss) per share from continuing operations attributable to Quiksilver, Inc.	$	0.03		$	(0.48	)
Income (loss) per share from discontinued operations attributable to Quiksilver, Inc.	$	0.01		$	(1.03	)
Net income (loss) per share attributable to Quiksilver, Inc.	$	0.03		$	(1.51	)
Income (loss) per share from continuing operations attributable to Quiksilver, Inc., assuming dilution	$	0.02		$	(0.48	)
Income (loss) per share from discontinued operations attributable to Quiksilver, Inc., assuming dilution	$	0.00		$	(1.03	)
Net income (loss) per share attributable to Quiksilver, Inc., assuming dilution	$	0.03		$	(1.51	)
Weighted average common shares outstanding		127,875			127,157
Weighted average common shares outstanding, assuming dilution		139,622			127,157
Amounts attributable to Quiksilver, Inc.:
Income (loss) from continuing operations	$	3,392		$	(60,917	)
Income (loss) from discontinued operations		678			(130,696	)
Net income (loss)	$	4,070		$	(191,613	)

Quiksilver, Inc. Fiscal 2010 Second Quarter Results
June 3, 2010
Page 5 of 10

CONSOLIDATED BALANCE SHEETS (Unaudited)

	April 30,			April 30,
In thousands	2010			2009
ASSETS
Current assets:
Cash and cash equivalents	$	145,329		$	74,052
Restricted cash		—			47,236
Trade accounts receivable, less allowance for doubtful accounts of $52,177 (2010) and $36,719 (2009)		333,267			410,971
Other receivables		30,253			32,260
Inventories		226,419			307,735
Deferred income taxes — short-term		45,569			92,482
Prepaid expenses and other current assets		41,912			33,757
Current assets held for sale		178			9,122
Total current assets		822,927			1,007,615
Fixed assets, net		220,586			228,918
Intangibles, net		141,397			142,792
Goodwill		322,096			304,991
Other assets		71,334			42,059
Deferred income taxes — long-term		54,259			13,803
Total assets	$	1,632,599		$	1,740,178
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Lines of credit	$	14,886		$	224,451
Accounts payable		137,354			169,075
Accrued liabilities		84,456			69,455
Current portion of long-term debt		45,198			225,936
Income taxes payable		5,739			20,396
Current liabilities of assets held for sale		260			1,415
Total current liabilities		287,893			710,728
Long-term debt		817,896			604,412
Other long-term liabilities		41,563			32,895
Total liabilities		1,147,352			1,348,035
Stockholders’ equity:
Common stock		1,355			1,310
Additional paid-in capital		381,267			339,686
Treasury stock		(6,778	)		(6,778	)
Retained earnings (accumulated deficit)		2,447			(1,194	)
Accumulated other comprehensive income		97,462			53,585
Total Quiksilver, Inc. stockholders’ equity		475,753			386,609
Non-controlling interest		9,494			5,534
Total stockholders’ equity		485,247			392,143
Total liabilities & stockholders’ equity	$	1,632,599		$	1,740,178

Quiksilver, Inc. Fiscal 2010 Second Quarter Results
June 3, 2010
Page 6 of 10

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

	Three Months Ended April 30,
In thousands	2010			2009
Revenues, net:
Americas	$	199,733		$	229,990
Europe		208,708			210,498
Asia/Pacific		58,645			52,299
Corporate operations		1,203			1,386
	$	468,289		$	494,173
Gross Profit:
Americas	$	92,997		$	84,895
Europe		125,108			119,447
Asia/Pacific		31,400			28,838
Corporate operations		(218	)		(62	)
	$	249,287		$	233,118
SG&A Expense:
Americas	$	81,191		$	89,021
Europe		85,960			79,060
Asia/Pacific		32,259			26,317
Corporate operations		14,006			8,191
	$	213,416		$	202,589
Operating Income (Loss):
Americas	$	11,806		$	(4,126	)
Europe		39,148			40,387
Asia/Pacific		(859	)		2,521
Corporate operations		(14,224	)		(8,253	)
	$	35,871		$	30,529

Quiksilver, Inc. Fiscal 2010 Second Quarter Results
June 3, 2010
Page 7 of 10

	Six Months Ended April 30,
In thousands	2010			2009
Revenues, net:
Americas	$	386,694		$	433,403
Europe		386,585			392,196
Asia/Pacific		125,697			109,889
Corporate operations		2,050			1,963
	$	901,026		$	937,451
Gross Profit:
Americas	$	174,012		$	160,561
Europe		229,361			220,213
Asia/Pacific		68,443			59,539
Corporate operations		(380	)		(32	)
	$	471,436		$	440,281
SG&A Expense:
Americas	$	157,552		$	181,027
Europe		171,764			157,825
Asia/Pacific		63,636			53,233
Corporate operations		23,624			17,322
	$	416,576		$	409,407
Operating Income (Loss):
Americas	$	16,460		$	(20,466	)
Europe		57,597			62,388
Asia/Pacific		4,807			6,306
Corporate operations		(24,004	)		(17,354	)
	$	54,860		$	30,874

Quiksilver, Inc. Fiscal 2010 Second Quarter Results
June 3, 2010
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GAAP TO PRO-FORMA RECONCILIATION
(Unaudited)

	Three Months Ended
	April 30,
In thousands, except per share amounts	2010			2009
Income from continuing operations attributable to Quiksilver, Inc.	$	8,822		$	4,945
Restructuring charges, net of tax of $20 (2010) and $559 (2009)		2,870			1,669
Stock compensation expense		5,240			—
Gain from sale of Raisins trademarks		(1,252	)		—
Pro-forma income from continuing operations	$	15,680		$	6,614
Pro-forma income per share from continuing operations	$	0.12		$	0.05
Pro-forma income per share from continuing operations, assuming dilution	$	0.11		$	0.05
Weighted average common shares outstanding		128,090			127,324
Weighted average common shares outstanding, assuming dilution		145,376			128,091

	Six Months Ended
	April 30,
In thousands, except per share amounts	2010			2009
Income (loss) from continuing operations attributable to Quiksilver, Inc.	$	3,392		$	(60,917	)
Restructuring charges, net of tax of $107 (2010) and $559 (2009)		5,847			7,772
Stock compensation expense		5,240			—
Gain from sale of Raisins trademarks		(1,252	)		—
Effect of U.S. tax valuation allowance		—			50,778
Pro-forma income (loss) from continuing operations	$	13,227		$	(2,367	)
Pro-forma loss per share from continuing operations	$	0.10		$	(0.02	)
Pro-forma loss per share from continuing operations, assuming dilution	$	0.09		$	(0.02	)
Weighted average common shares outstanding		127,875			127,157
Weighted average common shares outstanding, assuming dilution		139,622			127,157

Quiksilver, Inc. Fiscal 2010 Second Quarter Results
June 3, 2010
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ADJUSTED EBITDA and PRO-FORMA ADJUSTED EBITDA RECONCILIATION
(Unaudited)

	Three Months Ended
	April 30,
In thousands	2010		2009
Income from continuing operations attributable to Quiksilver, Inc.	$	8,822	$	4,945
Provision for income taxes		9,419		9,528
Interest expense		21,039		13,552
Depreciation and amortization		13,453		13,435
Non-cash stock-based compensation expense		8,003		1,665
Adjusted EBITDA	$	60,736	$	43,125
Restructuring and other special charges		1,638		2,228
Pro-forma Adjusted EBITDA	$	62,374	$	45,353

	Six Months Ended
	April 30,
In thousands	2010		2009
Income (loss) from continuing operations attributable to Quiksilver, Inc.	$	3,392	$	(60,917	)
Provision for income taxes		13,093		60,109
Interest expense		42,912		27,706
Depreciation and amortization		27,023		26,738
Non-cash stock-based compensation expense		10,135		4,372
Adjusted EBITDA	$	96,555	$	58,008
Restructuring and other special charges		4,702		8,331
Pro-forma Adjusted EBITDA	$	101,257	$	66,339

Definition of Adjusted EBITDA:

Adjusted EBITDA is defined as income from continuing operations attributable to Quiksilver, Inc. 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

Quiksilver, Inc. Fiscal 2010 Second Quarter Results
June 3, 2010
Page 10 of 10

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.

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 reporting improves visibility into actual growth rates as it adjusts for the effect of changing foreign currency exchange rates from period to period. Constant currency is calculated by taking the ending foreign currency exchange rate (for balance sheet items) or the average foreign currency exchange rate (for income statement items) 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. As such, this methodology does not account for movements in individual currencies within an operating segment (for example, non-euro currencies within our European segment). A constant currency translation methodology that accounts for movements in each individual currency could 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, 2009 and 2010:

Historical currency (as reported)	Americas			Europe			Asia/Pacific			Corporate		Total
April 30, 2009		229,990			210,498			52,299			1,386		494,173
April 30, 2010		199,733			208,708			58,645			1,203		468,289
Percentage (decrease) increase		(13	%)		(1	%)		12	%				(5	%)
Constant currency (current year exchange rates)
April 30, 2009		229,990			219,321			70,305			1,386		521,002
April 30, 2010		199,733			208,708			58,645			1,203		468,289
Percentage decrease		(13	%)		(5	%)		(17	%)				(10	%)