UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended January 31, 2012
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 1-14229
QUIKSILVER, INC.
(Exact name of registrant as specified in its charter)
Delaware | 33-0199426 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
15202 Graham Street Huntington Beach, California |
92649 | |
(Address of principal executive offices) | (Zip Code) |
(714) 889-2200
(Registrants telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares outstanding of Registrants Common Stock, par value $0.01 per share, at March 2, 2012 was 165,451,913
FORM 10-Q
INDEX
Item 1. | Financial Statements |
QUIKSILVER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended January 31, | ||||||||
In thousands, except per share amounts | 2012 | 2011 | ||||||
Revenues, net |
$ | 449,621 | $ | 426,450 | ||||
Cost of goods sold |
221,671 | 202,980 | ||||||
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|
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|
|||||
Gross profit |
227,950 | 223,470 | ||||||
Selling, general and administrative expense |
230,415 | 210,436 | ||||||
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|
|
|
|||||
Operating (loss) income |
(2,465 | ) | 13,034 | |||||
Interest expense |
15,045 | 28,968 | ||||||
Foreign currency gain |
(1,850 | ) | (2,109 | ) | ||||
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|
|
|
|||||
Loss before provision for income taxes |
(15,660 | ) | (13,825 | ) | ||||
Provision for income taxes |
5,250 | 1,251 | ||||||
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|||||
Net loss |
(20,910 | ) | (15,076 | ) | ||||
Less: net income attributable to non-controlling interest |
(1,695 | ) | (1,192 | ) | ||||
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|
|||||
Net loss attributable to Quiksilver, Inc. |
$ | (22,605 | ) | $ | (16,268 | ) | ||
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Net loss per share attributable to Quiksilver, Inc. |
$ | (0.14 | ) | $ | (0.10 | ) | ||
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Net loss per share attributable to Quiksilver, Inc., assuming dilution |
$ | (0.14 | ) | $ | (0.10 | ) | ||
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Weighted average common shares outstanding |
163,363 | 161,614 | ||||||
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Weighted average common shares outstanding, assuming dilution |
163,363 | 161,614 | ||||||
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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
Three months ended January 31, | ||||||||
In thousands | 2012 | 2011 | ||||||
Net loss |
$ | (20,910 | ) | $ | (15,076 | ) | ||
Other comprehensive (loss) income: |
||||||||
Foreign currency translation adjustment |
(33,704 | ) | (6,240 | ) | ||||
Net unrealized gain (loss) on derivative instruments, net of tax of $(7,076) (2012) and $395 (2011) |
13,944 | (1,695 | ) | |||||
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Comprehensive loss |
(40,670 | ) | (23,011 | ) | ||||
Comprehensive loss attributable to non-controlling interest |
(1,695 | ) | (1,192 | ) | ||||
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Comprehensive loss attributable to Quiksilver, Inc. |
$ | (42,365 | ) | $ | (24,203 | ) | ||
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See notes to condensed consolidated financial statements.
2
QUIKSILVER, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
In thousands, except share amounts | January 31, |
October 31, |
||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 94,435 | $ | 109,753 | ||||
Trade accounts receivable, less allowances of $44,126 (2012) and $48,670 (2011) |
321,785 | 397,089 | ||||||
Other receivables |
23,226 | 23,190 | ||||||
Income taxes receivable |
| 4,265 | ||||||
Inventories |
412,291 | 347,757 | ||||||
Deferred income taxes short-term |
23,844 | 32,808 | ||||||
Prepaid expenses and other current assets |
33,602 | 25,429 | ||||||
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|
|||||
Total current assets |
909,183 | 940,291 | ||||||
Fixed assets, less accumulated depreciation and amortization of $255,869 (2012) and $255,267 (2011) |
235,537 | 238,107 | ||||||
Intangible assets, net |
137,364 | 138,143 | ||||||
Goodwill |
267,131 | 268,589 | ||||||
Other assets |
58,981 | 55,814 | ||||||
Deferred income taxes long-term |
108,469 | 123,279 | ||||||
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Total assets |
$ | 1,716,665 | $ | 1,764,223 | ||||
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LIABILITIES AND EQUITY |
||||||||
Current liabilities: |
||||||||
Lines of credit |
$ | 6,267 | $ | 18,335 | ||||
Accounts payable |
225,439 | 203,023 | ||||||
Accrued liabilities |
109,182 | 132,944 | ||||||
Current portion of long-term debt |
4,444 | 4,628 | ||||||
Income taxes payable |
14,553 | | ||||||
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|
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Total current liabilities |
359,885 | 358,930 | ||||||
Long-term debt, net of current portion |
729,234 | 724,723 | ||||||
Other long-term liabilities |
36,350 | 57,948 | ||||||
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Total liabilities |
1,125,469 | 1,141,601 | ||||||
Equity: |
||||||||
Preferred stock, $.01 par value, authorized shares5,000,000; issued and outstanding sharesnone |
| | ||||||
Common stock, $.01 par value, authorized shares285,000,000; issued shares 168,337,113 (2012) and 168,053,744 (2011) |
1,683 | 1,681 | ||||||
Additional paid-in capital |
539,387 | 531,633 | ||||||
Treasury stock, 2,885,200 shares |
(6,778 | ) | (6,778 | ) | ||||
Accumulated deficit |
(55,170 | ) | (32,565 | ) | ||||
Accumulated other comprehensive income |
96,367 | 116,127 | ||||||
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Total Quiksilver, Inc. stockholders equity |
575,489 | 610,098 | ||||||
Non-controlling interest |
15,707 | 12,524 | ||||||
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Total equity |
591,196 | 622,622 | ||||||
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Total liabilities and equity |
$ | 1,716,665 | $ | 1,764,223 | ||||
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See notes to condensed consolidated financial statements.
3
QUIKSILVER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three months ended January 31, | ||||||||
In thousands | 2012 | 2011 | ||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | (20,910 | ) | $ | (15,076 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
12,962 | 14,000 | ||||||
Stock-based compensation |
6,977 | 2,410 | ||||||
Provision for doubtful accounts |
(1,682 | ) | 1,458 | |||||
Loss on disposal of fixed assets |
45 | 146 | ||||||
Foreign currency (gain) loss |
(1,172 | ) | 127 | |||||
Non-cash interest expense |
1,063 | 16,160 | ||||||
Equity in earnings |
(195 | ) | (394 | ) | ||||
Deferred income taxes |
3,354 | (244 | ) | |||||
Changes in operating assets and liabilities, net of the effects from business acquisitions: |
||||||||
Trade accounts receivable |
67,206 | 76,193 | ||||||
Other receivables |
6,022 | 4,710 | ||||||
Inventories |
(71,153 | ) | (42,203 | ) | ||||
Prepaid expenses and other current assets |
(9,534 | ) | (5,851 | ) | ||||
Other assets |
712 | (2,343 | ) | |||||
Accounts payable |
24,140 | 34,520 | ||||||
Accrued liabilities and other long-term liabilities |
(15,785 | ) | (6,978 | ) | ||||
Income taxes payable |
1,826 | (2,216 | ) | |||||
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Net cash provided by operating activities |
3,876 | 74,419 | ||||||
Cash flows from investing activities: |
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Capital expenditures |
(16,486 | ) | (18,279 | ) | ||||
Business acquisitions, net of acquired cash |
(9,117 | ) | | |||||
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Net cash used in investing activities |
(25,603 | ) | (18,279 | ) | ||||
Cash flows from financing activities: |
||||||||
Borrowings on lines of credit |
| 9,929 | ||||||
Payments on lines of credit |
(11,448 | ) | (16,976 | ) | ||||
Borrowings on long-term debt |
47,442 | 270,137 | ||||||
Payments on long-term debt |
(22,628 | ) | (257,138 | ) | ||||
Payments of debt issuance costs |
| (6,155 | ) | |||||
Stock option exercises and employee stock purchases |
779 | 2,842 | ||||||
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Net cash provided by financing activities |
14,145 | 2,639 | ||||||
Effect of exchange rate changes on cash |
(7,736 | ) | (2,180 | ) | ||||
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Net (decrease) increase in cash and cash equivalents |
(15,318 | ) | 56,599 | |||||
Cash and cash equivalents, beginning of period |
109,753 | 120,593 | ||||||
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Cash and cash equivalents, end of period |
$ | 94,435 | $ | 177,192 | ||||
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Supplementary cash flow information: |
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Cash paid during the period for: |
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Interest |
$ | 12,357 | $ | 2,587 | ||||
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Income taxes |
$ | 2,871 | $ | 2,163 | ||||
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See notes to condensed consolidated financial statements.
4
QUIKSILVER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statement presentation.
Quiksilver, Inc. and its subsidiaries (the Company), in its opinion, has included all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results of operations for the three months ended January 31, 2012 and 2011. The condensed consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements and notes for the year ended October 31, 2011 included in the Companys Annual Report on Form 10-K. Interim results are not necessarily indicative of results for the full year due to seasonal and other factors.
2. New Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 provides additional guidance on fair value measurements that clarifies the application of existing guidance and disclosure requirements, changes certain fair value measurement principles and requires additional disclosures about fair value measurements. The updated guidance is effective on a prospective basis for the Company on February 1, 2012. Based on the Companys evaluation of this ASU, the adoption of this standard is not expected to have a material impact on the Companys consolidated financial position or results of operations.
In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income. ASU 2011-05 requires the components of net income and other comprehensive income to be either presented in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. An entity is also required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. This new guidance is effective for the Company beginning November 1, 2012 and requires retrospective application. As this guidance only amends the presentation of the components of comprehensive income, the adoption will not have an impact on the Companys consolidated financial position or results of operations.
In September 2011, the FASB issued ASU 2011-08, Testing Goodwill for Impairment. ASU 2011-08 allows entities testing goodwill for impairment the option of performing a qualitative assessment to determine the likelihood of goodwill impairment and whether it is necessary to perform the two-step impairment test currently required. The updated guidance is effective for the Company on November 1, 2012, however early adoption is permitted. Based on the Companys evaluation of this ASU, the adoption of this standard is not expected to have a material impact on the Companys consolidated financial position or results of operations.
3. Earnings per Share and Stock-Based Compensation
The Company reports basic and diluted earnings per share (EPS). Basic EPS is based on the weighted average number of shares outstanding during the period, while diluted EPS additionally includes the dilutive effect of the Companys outstanding stock options, warrants and shares of restricted stock computed using the treasury stock method.
5
QUIKSILVER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The table below sets forth the reconciliation of the denominator of each net loss per share calculation:
Three months
ended January 31, |
||||||||
In thousands | 2012 | 2011 | ||||||
Shares used in computing basic net loss per share |
163,363 | 161,614 | ||||||
Dilutive effect of stock options and restricted stock(1) |
| | ||||||
Dilutive effect of stock warrants(1) |
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Shares used in computing diluted net loss per share |
163,363 | 161,614 | ||||||
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(1) For the three months ended January 31, 2012 and 2011, the shares used in computing diluted net loss per share do not include 3,755,000 and 5,424,000, respectively, of dilutive stock options and shares of restricted stock, nor 12,195,000 and 15,495,000, respectively, of dilutive warrant shares as the effect is anti-dilutive given the Companys net loss. For the three months ended January 31, 2012 and 2011, additional stock options outstanding of 10,774,000 and 10,803,000, respectively, and additional warrant shares outstanding of 13,459,000 and 10,159,000, respectively, were excluded from the calculation of diluted EPS, as their effect would have been anti-dilutive based on the application of the treasury stock method.
The Company accounts for stock-based compensation under the fair value recognition provisions of ASC 718 Stock Compensation. Stock-based compensation expense is included as selling, general and administrative expense for the period.
In June 2011, the Company granted performance based options and performance based restricted stock units to certain key employees and executives. In addition to a required service period, the vesting of the options is contingent upon a combination of the Companys achievement of specified annual performance targets and specified common stock price thresholds, while the vesting of the restricted stock units is contingent upon a required service period as well as the Companys achievement of a specified common stock price threshold. The Company believes that the granting of these awards serves to further align the interests of its employees and executives with those of its stockholders. Based on the vesting contingencies in the awards, the Company used a Monte-Carlo simulation in order to determine the grant date fair values of the awards. The assumptions used in the Monte-Carlo simulation for the options and restricted stock units included a risk-free interest rate of 3.0% and 1.7%, respectively, volatility of 67.3% and 82.0%, respectively, and zero dividend yield. The exercise price of the performance based options is $4.65. Additionally, the options were assumed to be voluntarily exercised, or canceled if underwater, at the midpoint of vesting and the contractual term. The weighted average fair value of the options was $3.21 and the weighted average fair value of the restricted stock units was $3.88.
6
QUIKSILVER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Activity related to performance based options and performance based restricted stock units for the three months ended January 31, 2012 is as follows:
Performance Options |
Performance Restricted Stock Units |
|||||||
Non-vested, October 31, 2011 |
936,000 | 7,520,000 | ||||||
Granted |
| | ||||||
Vested |
| | ||||||
Canceled |
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Non-vested, January 31, 2012 |
936,000 | 7,520,000 | ||||||
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As of January 31, 2012, the Company had approximately $2.4 million and $15.6 million of unrecognized compensation expense, net of estimated forfeitures, related to the performance options and the performance restricted stock units, respectively. This unrecognized compensation expense is expected to be recognized over a weighted average period of approximately 3.6 years and 1.0 year, respectively.
For non-performance based options, the Company uses the Black-Scholes option-pricing model to value compensation expense. Forfeitures are estimated at the date of grant based on historical rates and reduce the compensation expense recognized. The expected term of options granted is derived from historical data on employee exercises. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant. Expected volatility is based on the historical volatility of the Companys stock. For the three months ended January 31, 2012, there were no options granted. For the three months ended January 31, 2011, options were valued assuming a risk-free interest rate of 2.0%, volatility of 82.4%, zero dividend yield, and an expected life of 5.3 years. The weighted average fair value of options granted was $3.51 for the three months ended January 31, 2011. The Company records stock-based compensation expense using the graded vested method over the vesting period, which is generally three years. As of January 31, 2012, the Company had approximately $4.3 million of unrecognized compensation expense, for non-performance based options, expected to be recognized over a weighted average period of approximately 1.8 years.
Changes in shares under option, excluding performance based options, for the three months ended January 31, 2012 are as follows:
Dollar amounts in thousands, except per share amounts | Shares | Weighted Average Price |
Weighted Average Life |
Aggregate Intrinsic Value |
||||||||||||
Outstanding, October 31, 2011 |
13,399,381 | $ | 4.40 | |||||||||||||
Granted |
| | ||||||||||||||
Exercised |
(101,332 | ) | 2.17 | $ | 151 | |||||||||||
Canceled |
(653,133 | ) | 3.58 | |||||||||||||
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Outstanding, January 31, 2012 |
12,644,916 | $ | 4.46 | 6.1 | $ | 13,215 | ||||||||||
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Options exercisable, January 31, 2012 |
6,363,079 | $ | 5.58 | 4.6 | $ | 4,625 | ||||||||||
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7
QUIKSILVER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Changes in non-vested shares under option, excluding performance based options, for the three months ended January 31, 2012 are as follows:
Shares | Weighted- Average Grant Date Fair Value |
|||||||
Non-vested, October 31, 2011 |
7,356,508 | $ | 1.81 | |||||
Granted |
| | ||||||
Vested |
(1,042,000 | ) | 2.35 | |||||
Canceled |
(32,671 | ) | 1.61 | |||||
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Non-vested, January 31, 2012 |
6,281,837 | $ | 1.72 | |||||
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In March 2006, the Companys stockholders approved the 2006 Restricted Stock Plan and in March 2007, the Companys stockholders approved an amendment to the 2000 Stock Incentive Plan whereby restricted stock and restricted stock units can be issued from such plan. Stock issued under these plans generally vests from three to five years. In March 2010, the Companys stockholders approved a grant of 3 million shares of restricted stock to a Company sponsored athlete, Kelly Slater. In accordance with the terms of the related restricted stock agreement, 1,800,000 shares have already vested, with the remaining 1,200,000 shares to vest in two equal, annual installments in April 2012 and 2013. In March 2011 and 2010, the Companys stockholders approved amendments to the 2000 Stock Incentive Plan that increased the maximum number of total shares and the maximum number of restricted shares issuable under the plan by 10,000,000 shares and 300,000 shares, respectively.
Changes in restricted stock for the three months ended January 31, 2012 are as follows:
Shares | ||||
Outstanding, October 31, 2011 |
1,911,669 | |||
Granted |
| |||
Vested |
(180,000 | ) | ||
Forfeited |
| |||
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|
|||
Outstanding, January 31, 2012 |
1,731,669 | |||
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Compensation expense for restricted stock is determined using the intrinsic value method and forfeitures are estimated at the date of grant based on historical rates and reduce the compensation expense recognized. The Company monitors the probability of meeting the restricted stock performance criteria, if any, and will adjust the amortization period as appropriate. As of January 31, 2012, there had been no acceleration of amortization periods. As of January 31, 2012, the Company had approximately $1.3 million of unrecognized compensation expense expected to be recognized over a weighted average period of approximately 1.0 year.
4. Inventories
Inventories consist of the following:
In thousands | January 31, 2012 |
October 31, 2011 |
||||||
Raw materials |
$ | 7,896 | $ | 9,130 | ||||
Work in-process |
1,006 | 2,647 | ||||||
Finished goods |
403,389 | 335,980 | ||||||
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$ | 412,291 | $ | 347,757 | |||||
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8
QUIKSILVER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
5. Intangible Assets and Goodwill
A summary of intangible assets is as follows:
January 31, 2012 | October 31, 2011 | |||||||||||||||||||||||
In thousands | Gross Amount |
Amorti- zation |
Net Book Value |
Gross Amount |
Amorti- zation |
Net Book Value |
||||||||||||||||||
Amortizable trademarks |
$ | 19,919 | $ | (9,825 | ) | $ | 10,094 | $ | 20,174 | $ | (9,782 | ) | $ | 10,392 | ||||||||||
Amortizable licenses |
14,219 | (13,034 | ) | 1,185 | 14,380 | (12,822 | ) | 1,558 | ||||||||||||||||
Other amortizable intangibles |
8,042 | (5,120 | ) | 2,922 | 9,029 | (5,987 | ) | 3,042 | ||||||||||||||||
Non-amortizable trademarks |
123,163 | | 123,163 | 123,151 | | 123,151 | ||||||||||||||||||
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$ | 165,343 | $ | (27,979 | ) | $ | 137,364 | $ | 166,734 | $ | (28,591 | ) | $ | 138,143 | |||||||||||
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Certain trademarks and licenses will continue to be amortized by the Company using estimated useful lives of 10 to 25 years with no residual values. Intangible amortization expense for the three months ended January 31, 2012 and 2011 was $0.9 million and $0.7 million, respectively. Annual amortization expense is estimated to be approximately $2.9 million in the fiscal year ending October 31, 2012, approximately $2.0 million in the fiscal year ending October 31, 2013, and approximately $1.5 million in the fiscal years ending October 31, 2014 through 2017.
Goodwill related to the Companys operating segments is as follows:
In thousands | January 31, 2012 |
October 31, 2011 |
||||||
Americas |
$ | 75,944 | $ | 76,048 | ||||
Europe |
184,980 | 186,334 | ||||||
Asia/Pacific |
6,207 | 6,207 | ||||||
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$ | 267,131 | $ | 268,589 | |||||
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Goodwill decreased approximately $1.5 million during the three months ended January 31, 2012. Goodwill decreased by $0.1 million in the Americas segment as a result of the effect of changes in foreign currency exchange rates and decreased by $1.4 million in the European segment as a result of a decrease of $8.9 million due to the effect of changes in foreign currency exchange rates, partially offset by an increase to goodwill of $7.5 million related to acquisitions.
6. Accumulated Other Comprehensive Income
The components of accumulated other comprehensive income include changes in fair value of derivative instruments qualifying as cash flow hedges and foreign currency translation adjustments. The components of accumulated other comprehensive income, net of tax, are as follows:
In thousands | January 31, 2012 |
October 31, 2011 |
||||||
Foreign currency translation adjustment |
$ | 90,526 | $ | 124,230 | ||||
Gain (loss) on cash flow hedges |
5,841 | (8,103 | ) | |||||
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$ | 96,367 | $ | 116,127 | |||||
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9
QUIKSILVER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
7. Segment Information
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Companys management in deciding how to allocate resources and in assessing performance. The Company operates in the outdoor market of the sporting goods industry in which the Company designs, markets and distributes clothing, footwear, accessories and related products. The Company currently operates in three segments: the Americas, Europe and Asia/Pacific. The Americas segment includes revenues from the U.S., Canada and Latin America. The European segment includes revenues primarily from Europe, the Middle East and Africa. The Asia/Pacific segment includes revenues primarily from Australia, Japan, New Zealand and Indonesia. Costs that support all three segments, including trademark protection, trademark maintenance and licensing functions, are part of corporate operations. Corporate operations also includes sourcing income and gross profit earned from the Companys licensees. The Companys largest customer accounted for approximately 3% of the Companys net revenues for the three months ended January 31, 2012 and 2011.
Information related to the Companys operating segments is as follows:
In thousands | Three months ended January 31, |
|||||||
2012 | 2011 | |||||||
Revenues, net: |
||||||||
Americas |
$ | 205,408 | $ | 193,790 | ||||
Europe |
168,874 | 165,199 | ||||||
Asia/Pacific |
74,593 | 67,001 | ||||||
Corporate operations |
746 | 460 | ||||||
|
|
|
|
|||||
$ | 449,621 | $ | 426,450 | |||||
|
|
|
|
|||||
Gross profit: |
||||||||
Americas |
$ | 87,928 | $ | 89,466 | ||||
Europe |
101,772 | 97,300 | ||||||
Asia/Pacific |
38,140 | 36,633 | ||||||
Corporate operations |
110 | 71 | ||||||
|
|
|
|
|||||
$ | 227,950 | $ | 223,470 | |||||
|
|
|
|
|||||
SG&A expense: |
||||||||
Americas |
$ | 89,481 | $ | 82,994 | ||||
Europe |
86,096 | 80,417 | ||||||
Asia/Pacific |
37,239 | 34,830 | ||||||
Corporate operations |
17,599 | 12,195 | ||||||
|
|
|
|
|||||
$ | 230,415 | $ | 210,436 | |||||
|
|
|
|
|||||
Operating (loss) income: |
||||||||
Americas |
$ | (1,553 | ) | $ | 6,472 | |||
Europe |
15,676 | 16,883 | ||||||
Asia/Pacific |
901 | 1,803 | ||||||
Corporate operations |
(17,489 | ) | (12,124 | ) | ||||
|
|
|
|
|||||
$ | (2,465 | ) | $ | 13,034 | ||||
|
|
|
|
|||||
January 31, 2012 |
October 31, 2011 |
|||||||
Identifiable assets: |
||||||||
Americas |
$ | 544,166 | $ | 577,643 | ||||
Europe |
758,138 | 750,378 | ||||||
Asia/Pacific |
211,125 | 231,879 | ||||||
Corporate operations |
203,236 | 204,323 | ||||||
|
|
|
|
|||||
$ | 1,716,665 | $ | 1,764,223 | |||||
|
|
|
|
10
QUIKSILVER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
8. Derivative Financial Instruments
The Company is exposed to gains and losses resulting from fluctuations in foreign currency exchange rates relating to certain sales, royalty income and product purchases of its international subsidiaries that are denominated in currencies other than their functional currencies. The Company is also exposed to foreign currency gains and losses resulting from domestic transactions that are not denominated in U.S. dollars. Furthermore, the Company is exposed to gains and losses resulting from the effect that fluctuations in foreign currency exchange rates have on the reported results in the Companys consolidated financial statements due to the translation of the operating results and financial position of the Companys international subsidiaries. As part of its overall strategy to manage the level of exposure to the risk of fluctuations in foreign currency exchange rates, the Company uses various foreign currency exchange contracts and intercompany loans.
The Company accounts for all of its cash flow hedges under ASC 815, Derivatives and Hedging, which requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the consolidated balance sheet. In accordance with ASC 815, the Company designates forward contracts as cash flow hedges of forecasted purchases of commodities.
For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (OCI) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. As of January 31, 2012, the Company was hedging forecasted transactions expected to occur through October 2013. Assuming January 31, 2012 exchange rates remain constant, $5.8 million of gains, net of tax, related to hedges of these transactions are expected to be reclassified into earnings over the next 21 months.
For the three months ended January 31, 2012 and 2011, the effective portions of gains and losses on derivative instruments in the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income (loss) were as follows:
Three months ended January 31, | ||||||||||
2012 | 2011 | |||||||||
In thousands | Amount |
Location | ||||||||
Gain recognized in OCI on derivatives |
$ | 16,690 | $ | 1,149 | Other comprehensive income | |||||
(Loss) gain reclassified from accumulated OCI into income |
$ | (3,075 | ) | $ | 748 | Cost of goods sold | ||||
Loss reclassified from accumulated OCI into income |
$ | | $ | (1,033 | ) | Interest expense | ||||
(Loss) gain reclassified from accumulated OCI into income |
$ | (20 | ) | $ | 180 | Foreign currency gain | ||||
Gain recognized in income on derivatives |
$ | 181 | $ | | Foreign currency gain |
On the date the Company enters into a derivative contract, management designates the derivative as a hedge of the identified exposure. Before entering into various hedge transactions, the Company formally documents all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy. In this documentation, the Company identifies the asset, liability, firm commitment, or forecasted transaction that has been designated as a hedged item and indicates how the hedging instrument is expected to hedge the risks related to the hedged item. The Company formally measures effectiveness of its hedging relationships both at the hedge inception and on an ongoing basis in accordance with its risk management policy. The Company would discontinue hedge accounting prospectively (i) if
11
QUIKSILVER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
management determines that the derivative is no longer effective in offsetting changes in the cash flows of a hedged item, (ii) when the derivative expires or is sold, terminated, or exercised, (iii) if it becomes probable that the forecasted transaction being hedged by the derivative will not occur, (iv) because a hedged firm commitment no longer meets the definition of a firm commitment, or (v) if management determines that designation of the derivative as a hedge instrument is no longer appropriate.
The Company enters into forward exchange and other derivative contracts with major banks and is exposed to exchange rate losses in the event of nonperformance by these banks. The Company anticipates, however, that these banks will be able to fully satisfy their obligations under the contracts. Accordingly, the Company does not require collateral or other security to support the contracts.
As of January 31, 2012, the Company had the following outstanding derivative contracts that were entered into to hedge forecasted purchases and future cash receipts:
In thousands |
Commodity |
Notional Amount |
Maturity | Fair Value |
||||||||||
United States dollars |
Inventory | $ | 388,232 | Feb 2012 Oct 2013 | $ | 10,629 | ||||||||
Swiss francs |
Accounts receivable | 8,292 | Feb 2012 Oct 2012 | (358 | ) | |||||||||
British pounds |
Accounts receivable | 21,348 | Feb 2012 Oct 2012 | (27 | ) | |||||||||
|
|
|
|
|||||||||||
$ | 417,872 | $ | 10,244 | |||||||||||
|
|
|
|
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels. Based on the underlying inputs, each fair value measurement in its entirety is reported in one of the three levels. These levels are:
| Level 1 Valuation is based upon quoted prices for identical instruments traded in active markets. Level 1 assets and liabilities include debt and equity securities traded in an active exchange market, as well as U.S. Treasury securities. |
| Level 2 Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
| Level 3 Valuation is determined using model-based techniques with significant assumptions not observable in the market. These unobservable assumptions reflect the Companys own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include the use of third party pricing services, option pricing models, discounted cash flow models and similar techniques. |
The Companys derivative assets and liabilities include foreign exchange derivatives that are measured at fair value using observable market inputs such as forward rates, interest rates, the Companys credit risk and the Companys counterparties credit risks. Based on these inputs, the Companys derivative assets and liabilities are classified within Level 2 of the valuation hierarchy.
12
QUIKSILVER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following tables reflect the fair values of assets and liabilities measured and recognized at fair value on a recurring basis on the accompanying condensed consolidated balance sheets:
Fair Value Measurements Using | Assets | |||||||||||||||
In thousands | Level 1 | Level 2 | Level 3 | at Fair Value | ||||||||||||
January 31, 2012 |
||||||||||||||||
Derivative assets: |
||||||||||||||||
Other receivables |
$ | | $ | 8,052 | $ | | $ | 8,052 | ||||||||
Other assets |
| 7,045 | | 7,045 | ||||||||||||
Derivative liabilities: |
||||||||||||||||
Accrued liabilities |
| (4,132 | ) | | (4,132 | ) | ||||||||||
Other long-term liabilities |
| (721 | ) | | (721 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total fair value |
$ | | $ | 10,244 | $ | | $ | 10,244 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
October 31, 2011 |
||||||||||||||||
Derivative assets: |
||||||||||||||||
Other receivables |
$ | | $ | 1,031 | $ | | $ | 1,031 | ||||||||
Other assets |
| 1,610 | | 1,610 | ||||||||||||
Derivative liabilities: |
||||||||||||||||
Accrued liabilities |
| (12,297 | ) | | (12,297 | ) | ||||||||||
Other long-term liabilities |
| (688 | ) | | (688 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total fair value |
$ | | $ | (10,344 | ) | $ | | $ | (10,344 | ) | ||||||
|
|
|
|
|
|
|
|
9. Litigation, Indemnities and Guarantees
The Company is involved from time to time in legal claims involving trademarks and intellectual property, licensing, employee relations and other matters incidental to its business. The Company believes the resolution of any such matter currently pending will not have a material adverse effect on its financial condition, results of operations or cash flows.
During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These include (i) intellectual property indemnities to the Companys customers and licensees in connection with the use, sale and/or license of Company products, (ii) indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease, (iii) indemnities to vendors and service providers pertaining to claims based on the negligence or willful misconduct of the Company, and (iv) indemnities involving the accuracy of representations and warranties in certain contracts. The duration of these indemnities, commitments and guarantees varies and, in certain cases, may be indefinite. The majority of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential for future payments the Company could be obligated to make. As of January 31, 2012, the Company had not recorded any liability for these indemnities, commitments and guarantees in the accompanying condensed consolidated balance sheets.
10. Income Taxes
Each reporting period, the Company evaluates the realizability of all of its deferred tax assets in each tax jurisdiction. As of January 31, 2012, the Company continued to maintain a full valuation allowance against its net deferred tax assets in the United States as well as certain jurisdictions in its Asia/Pacific segment. As a result of the valuation allowances recorded in the U.S. and certain jurisdictions in the Asia/Pacific segment, no tax benefits have been recognized for losses incurred in those tax jurisdictions.
On January 31, 2012, the Companys liability for uncertain tax positions was approximately $10.6 million resulting from unrecognized tax benefits, excluding interest and penalties. During the three months ended January 31, 2012, the Company increased its liability for uncertain tax positions, exclusive of interest and penalties, by $0.2 million.
13
QUIKSILVER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
If the Companys positions are favorably sustained by the relevant taxing authority, approximately $9.0 million, excluding interest and penalties, of uncertain tax position liabilities would favorably impact the Companys effective tax rate in future periods.
During the next 12 months, it is reasonably possible that the Companys liability for uncertain tax positions may change by a significant amount as a result of the resolution or payment of uncertain tax positions related to intercompany transactions between foreign affiliates and certain foreign withholding tax exposures. Conclusion of these matters could result in settlement for different amounts than the Company has accrued as uncertain tax benefits. If a position which the Company concluded was more likely than not is subsequently not upheld, then the Company would need to accrue and ultimately pay an additional amount. Conversely, the Company could settle positions with the tax authorities for amounts lower than have been accrued or extinguish a position through payment. The Company believes the outcomes which are reasonably possible within the next 12 months range from a reduction of the liability for unrecognized tax benefits of $6 million to an increase of the liability for unrecognized tax benefits of $3 million, excluding penalties and interest, for its existing tax positions.
11. Restructuring Charges
In connection with its cost reduction efforts, the Company formulated the Fiscal 2011 Cost Reduction Plan (the 2011 Plan). The 2011 Plan covers the global operations of the Company, but is primarily concentrated in the United States. During the three months ended January 31, 2012, the Company recorded $0.3 million in severance charges under the 2011 Plan as well as an additional $1.9 million in severance charges outside the scope of the 2011 Plan. The Company continues to evaluate its facilities, as well as its overall cost structure, and may incur future charges under the 2011 Plan.
Activity and liability balances recorded as part of the 2011 Plan are as follows:
In thousands | Workforce | Facility & Other |
Total | |||||||||
Balance, November 1, 2010 |
$ | | $ | | $ | | ||||||
Charged to expense |
1,389 | 6,649 | 8,038 | |||||||||
Cash payments |
(313 | ) | (417 | ) | (730 | ) | ||||||
|
|
|
|
|
|
|||||||
Balance, October 31, 2011 |
$ | 1,076 | $ | 6,232 | $ | 7,308 | ||||||
|
|
|
|
|
|
|||||||
Charged to expense |
333 | | 333 | |||||||||
Cash payments |
(1,089 | ) | (379 | ) | (1,468 | ) | ||||||
|
|
|
|
|
|
|||||||
Balance, January 31, 2012 |
$ | 320 | $ | 5,853 | $ | 6,173 | ||||||
|
|
|
|
|
|
12. Debt
A summary of lines of credit and long-term debt is as follows:
In thousands | January 31, 2012 |
October 31, 2011 |
||||||
Asia/Pacific short-term lines of credit |
$ | 6,267 | $ | 18,335 | ||||
Americas Credit Facility |
20,149 | 21,042 | ||||||
Americas long-term debt |
17,000 | 18,500 | ||||||
European credit facilities |
29,268 | 2,306 | ||||||
Senior Notes |
400,000 | 400,000 | ||||||
European Senior Notes |
263,054 | 282,925 | ||||||
Capital lease obligations and other borrowings |
4,207 | 4,578 | ||||||
|
|
|
|
|||||
$ | 739,945 | $ | 747,686 | |||||
|
|
|
|
14
QUIKSILVER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
As of January 31, 2012, the Companys credit facilities allowed for total maximum cash borrowings and letters of credit of $366.4 million. The Companys total maximum borrowings and actual availability fluctuate depending on the extent of assets comprising the Companys borrowing base under certain credit facilities. The Company had $55.7 million of borrowings drawn on these credit facilities as of January 31, 2012, and letters of credit issued at that time totaled $50.3 million. The amount of availability for borrowings under these facilities as of January 31, 2012 was $157.0 million, $77.2 million of which could also be used for letters of credit in the United States. In addition to the $157.0 million of availability for borrowings, the Company also had $103.4 million in additional capacity for letters of credit in Europe and Asia/Pacific as of January 31, 2012. Many of the Companys debt agreements contain customary default provisions and restrictive covenants. The Company is currently in compliance with such covenants.
In December 2010, Boardriders SA, a wholly owned subsidiary of the Company, issued 200 million (approximately $265 million at the date of issuance) in senior notes (European Senior Notes), which bear a coupon interest rate of 8.875% and are due December 15, 2017. The Company used the proceeds from the European Senior Notes to repay its then existing European term loans and to pay related fees and expenses. As a result, the Company recognized non-cash, non-operating charges during the three months ended January 31, 2011 of approximately $13.7 million, included in interest expense, to write-off the deferred debt issuance costs related to such term loans.
The estimated fair values of the Companys lines of credit and long-term debt are as follows:
In thousands | January 31, 2012 | |||||||
Carrying Amount |
Fair Value | |||||||
Lines of credit |
$ | 6,267 | $ | 6,267 | ||||
Long-term debt |
733,678 | 708,525 | ||||||
|
|
|
|
|||||
$ | 739,945 | $ | 714,792 | |||||
|
|
|
|
The fair value of the Companys long-term debt is calculated based on the market price of the Companys publicly traded Senior Notes, the trading price of the Companys European Senior Notes and the carrying values of the Companys other debt obligations.
The carrying value of the Companys trade accounts receivable and accounts payable approximates fair value due to their short-term nature.
13. Condensed Consolidating Financial Information
The Company has $400 million in publicly registered senior notes. Obligations under the Companys senior notes are fully and unconditionally guaranteed by certain of its domestic subsidiaries. The Company is required to present condensed consolidating financial information for Quiksilver, Inc. and its domestic subsidiaries within the notes to the condensed consolidated financial statements in accordance with the criteria established for parent companies in the SECs Regulation S-X, Rule 3-10(f). The following condensed consolidating financial information presents the results of operations, financial position and cash flows of Quiksilver Inc., its guarantor subsidiaries, its non-guarantor subsidiaries and the eliminations necessary to arrive at the information for the Company on a consolidated basis as of January 31, 2012 and October 31, 2011 and for the three months ended January 31, 2012 and 2011. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. The Company has applied the estimated consolidated annual effective income tax rate to both the guarantor and non-guarantor subsidiaries, adjusting for any discrete items, for interim reporting purposes. In the Companys consolidated financial statements for the fiscal year ending October 31, 2012, management will apply the actual income tax rates to both the guarantor and non-guarantor subsidiaries. These interim tax rates may differ from the actual annual effective income tax rates for both the guarantor and non-guarantor subsidiaries.
15
QUIKSILVER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Three Months Ended January 31, 2012
In thousands | Quiksilver, Inc. |
Guarantor Subsidiaries |
Non- Guarantor Subsidiaries |
Eliminations | Consolidated | |||||||||||||||
Revenues, net |
$ | 116 | $ | 171,377 | $ | 305,027 | $ | (26,899 | ) | $ | 449,621 | |||||||||
Cost of goods sold |
| 105,206 | 136,183 | (19,718 | ) | 221,671 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gross profit |
116 | 66,171 | 168,844 | (7,181 | ) | 227,950 | ||||||||||||||
Selling, general and administrative expense |
16,916 | 77,497 | 143,045 | (7,043 | ) | 230,415 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating (loss) income |
(16,800 | ) | (11,326 | ) | 25,799 | (138 | ) | (2,465 | ) | |||||||||||
Interest expense |
7,240 | 1,294 | 6,511 | | 15,045 | |||||||||||||||
Foreign currency gain |
(126 | ) | (203 | ) | (1,521 | ) | | (1,850 | ) | |||||||||||
Equity in earnings |
(1,309 | ) | | | 1,309 | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
(Loss) income before provision for income taxes |
(22,605 | ) | (12,417 | ) | 20,809 | (1,447 | ) | (15,660 | ) | |||||||||||
Provision for income taxes |
| 216 | 5,034 | | 5,250 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net (loss) income |
(22,605 | ) | (12,633 | ) | 15,775 | (1,447 | ) | (20,910 | ) | |||||||||||
Less: net income attributable to non-controlling interest |
| (1,315 | ) | (380 | ) | | (1,695 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net (loss) income attributable to Quiksilver, Inc. |
$ | (22,605 | ) | $ | (13,948 | ) | $ | 15,395 | $ | (1,447 | ) | $ | (22,605 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
16
QUIKSILVER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Three Months Ended January 31, 2011
In thousands | Quiksilver, Inc. |
Guarantor Subsidiaries |
Non- Guarantor |
Eliminations | Consolidated | |||||||||||||||
Revenues, net |
$ | 116 | $ | 150,637 | $ | 285,569 | $ | (9,872 | ) | $ | 426,450 | |||||||||
Cost of goods sold |
| 82,407 | 124,409 | (3,836 | ) | 202,980 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gross profit |
116 | 68,230 | 161,160 | (6,036 | ) | 223,470 | ||||||||||||||
Selling, general and administrative expense |
9,904 | 71,611 | 134,540 | (5,619 | ) | 210,436 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating (loss) income |
(9,788 | ) | (3,381 | ) | 26,620 | (417 | ) | 13,034 | ||||||||||||
Interest expense |
7,211 | 849 | 20,908 | | 28,968 | |||||||||||||||
Foreign currency (gain) loss |
(51 | ) | 140 | (2,198 | ) | | (2,109 | ) | ||||||||||||
Equity in earnings and other income |
(680 | ) | | | 680 | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
(Loss) income before provision for income taxes |
(16,268 | ) | (4,370 | ) | 7,910 | (1,097 | ) | (13,825 | ) | |||||||||||
Provision for income taxes |
| 55 | 1,196 | | 1,251 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net (loss) income |
(16,268 | ) | (4,425 | ) | 6,714 | (1,097 | ) | (15,076 | ) | |||||||||||
Less: net income attributable to non-controlling interest |
| (1,192 | ) | | | (1,192 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net (loss) income attributable to Quiksilver, Inc. |
$ | (16,268 | ) | $ | (5,617 | ) | $ | 6,714 | $ | (1,097 | ) | $ | (16,268 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
17
QUIKSILVER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
CONDENSED CONSOLIDATING BALANCE SHEET
At January 31, 2012
In thousands | Quiksilver, Inc. |
Guarantor Subsidiaries |
Non- Guarantor |
Eliminations | Consolidated | |||||||||||||||
ASSETS |
||||||||||||||||||||
Current assets: |
||||||||||||||||||||
Cash and cash equivalents |
$ | 327 | $ | 255 | $ | 93,853 | $ | | $ | 94,435 | ||||||||||
Trade accounts receivable, net |
| 120,934 | 200,851 | | 321,785 | |||||||||||||||
Other receivables |
136 | 5,603 | 17,487 | | 23,226 | |||||||||||||||
Inventories |
| 134,433 | 279,846 | (1,988 | ) | 412,291 | ||||||||||||||
Deferred income taxes |
| (1,182 | ) | 25,026 | | 23,844 | ||||||||||||||
Prepaid expenses and other current assets |
2,554 | 6,857 | 24,191 | | 33,602 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current assets |
3,017 | 266,900 | 641,254 | (1,988 | ) | 909,183 | ||||||||||||||
Fixed assets, net |
17,393 | 68,232 | 149,912 | | 235,537 | |||||||||||||||
Intangible assets, net |
2,996 | 48,519 | 85,849 | | 137,364 | |||||||||||||||
Goodwill |
| 112,216 | 154,915 | | 267,131 | |||||||||||||||
Other assets |
4,079 | 3,652 | 51,250 | | 58,981 | |||||||||||||||
Deferred income taxes long-term |
| (16,682 | ) | 125,151 | | 108,469 | ||||||||||||||
Investment in subsidiaries |
1,064,014 | | | (1,064,014 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total assets |
$ | 1,091,499 | $ | 482,837 | $ | 1,208,331 | $ | (1,066,002 | ) | $ | 1,716,665 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
LIABILITIES AND EQUITY |
||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||
Lines of credit |
$ | | $ | | $ | 6,267 | $ | | $ | 6,267 | ||||||||||
Accounts payable |
1,764 | 100,117 | 123,558 | | 225,439 | |||||||||||||||
Accrued liabilities |
12,682 | 26,056 | 70,444 | | 109,182 | |||||||||||||||
Current portion of long-term debt |
| 3,000 | 1,444 | | 4,444 | |||||||||||||||
Income taxes payable |
| (2,207 | ) | 16,760 | | 14,553 | ||||||||||||||
Intercompany balances |
101,564 | (93,314 | ) | (8,250 | ) | | | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current liabilities |
116,010 | 33,652 | 210,223 | | 359,885 | |||||||||||||||
Long-term debt, net of current portion |
400,000 | 34,149 | 295,085 | | 729,234 | |||||||||||||||
Other long-term liabilities |
| 21,223 | 15,127 | | 36,350 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities |
516,010 | 89,024 | 520,435 | | 1,125,469 | |||||||||||||||
Stockholders/invested equity |
575,489 | 380,297 | 685,705 | (1,066,002 | ) | 575,489 | ||||||||||||||
Non-controlling interest |
| 13,516 | 2,191 | | 15,707 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities and equity |
$ | 1,091,499 | $ | 482,837 | $ | 1,208,331 | $ | (1,066,002 | ) | $ | 1,716,665 | |||||||||
|
|
|
|
|
|
|
|
|
|
18
QUIKSILVER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
CONDENSED CONSOLIDATING BALANCE SHEET
At October 31, 2011
In thousands | Quiksilver, Inc. |
Guarantor Subsidiaries |
Non- Guarantor |
Eliminations | Consolidated | |||||||||||||||
ASSETS |
||||||||||||||||||||
Current assets: |
||||||||||||||||||||
Cash and cash equivalents |
$ | 17 | $ | 1,331 | $ | 108,405 | $ | | $ | 109,753 | ||||||||||
Trade accounts receivable, net |
| 150,782 | 246,307 | | 397,089 | |||||||||||||||
Other receivables |
122 | 5,918 | 17,150 | | 23,190 | |||||||||||||||
Income taxes receivable |
| 21,338 | (17,073 | ) | | 4,265 | ||||||||||||||
Inventories |
| 115,456 | 234,266 | (1,965 | ) | 347,757 | ||||||||||||||
Deferred income taxes |
| (1,182 | ) | 33,990 | | 32,808 | ||||||||||||||
Prepaid expenses and other current assets |
2,378 | 8,525 | 14,526 | | 25,429 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current assets |
2,517 | 302,168 | 637,571 | (1,965 | ) | 940,291 | ||||||||||||||
Fixed assets, net |
17,602 | 64,943 | 155,562 | | 238,107 | |||||||||||||||
Intangible assets, net |
3,007 | 48,743 | 86,393 | | 138,143 | |||||||||||||||
Goodwill |
| 112,216 | 156,373 | | 268,589 | |||||||||||||||
Other assets |
4,457 | 3,936 | 47,421 | | 55,814 | |||||||||||||||
Deferred income taxes long-term |
| (16,682 | ) | 139,961 | | 123,279 | ||||||||||||||
Investment in subsidiaries |
1,082,427 | | | (1,082,427 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total assets |
$ | 1,110,010 | $ | 515,324 | $ | 1,223,281 | $ | (1,084,392 | ) | $ | 1,764,223 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
LIABILITIES AND EQUITY |
||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||
Lines of credit |
$ | | $ | | $ | 18,335 | $ | | $ | 18,335 | ||||||||||
Accounts payable |
2,510 | 88,280 | 112,233 | | 203,023 | |||||||||||||||
Accrued liabilities |
6,673 | 30,088 | 96,183 | | 132,944 | |||||||||||||||
Current portion of long-term debt |
| 3,000 | 1,628 | | 4,628 | |||||||||||||||
Intercompany balances |
90,729 | (44,001 | ) | (46,728 | ) | | | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current liabilities |
99,912 | 77,367 | 181,651 | | 358,930 | |||||||||||||||
Long-term debt, net of current portion |
400,000 | 36,542 | 288,181 | | 724,723 | |||||||||||||||
Other long-term liabilities |
| 41,219 | 16,729 | | 57,948 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities |
499,912 | 155,128 | 486,561 | | 1,141,601 | |||||||||||||||
Stockholders/invested equity |
610,098 | 347,995 | 736,397 | (1,084,392 | ) | 610,098 | ||||||||||||||
Non-controlling interest |
| 12,201 | 323 | | 12,524 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities and equity |
$ | 1,110,010 | $ | 515,324 | $ | 1,223,281 | $ | (1,084,392 | ) | $ | 1,764,223 | |||||||||
|
|
|
|
|
|
|
|
|
|
19
QUIKSILVER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Three Months Ended January 31, 2012
In thousands | Quiksilver, Inc. |
Guarantor Subsidiaries |
Non- Guarantor |
Eliminations | Consolidated | |||||||||||||||
Cash flows from operating activities: |
||||||||||||||||||||
Net (loss) income |
$ | (22,605 | ) | $ | (12,633 | ) | $ | 15,775 | $ | (1,447 | ) | $ | (20,910 | ) | ||||||
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: |
||||||||||||||||||||
Depreciation and amortization |
636 | 4,607 | 7,719 | | 12,962 | |||||||||||||||
Stock-based compensation |
6,977 | | | | 6,977 | |||||||||||||||
Provision for doubtful accounts |
| (2,600 | ) | 918 | | (1,682 | ) | |||||||||||||
Equity in earnings |
(1,309 | ) | | (195 | ) | 1,309 | (195 | ) | ||||||||||||
Non-cash interest expense |
366 | 527 | 170 | | 1,063 | |||||||||||||||
Deferred income taxes |
| | 3,354 | | 3,354 | |||||||||||||||
Other adjustments to reconcile net (loss) income |
(125 | ) | 5 | (1,007 | ) | | (1,127 | ) | ||||||||||||
Changes in operating assets and liabilities: |
||||||||||||||||||||
Trade accounts receivable |
| 32,448 | 34,758 | | 67,206 | |||||||||||||||
Inventories |
| (19,307 | ) | (51,984 | ) | 138 | (71,153 | ) | ||||||||||||
Other operating assets and liabilities |
4,390 | 8,611 | (5,620 | ) | | 7,381 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash (used in) provided by operating activities |
(11,670 | ) | 11,658 | 3,888 | | 3,876 | ||||||||||||||
Cash flows from investing activities: |
||||||||||||||||||||
Capital expenditures |
(434 | ) | (7,494 | ) | (8,558 | ) | | (16,486 | ) | |||||||||||
Business acquisitions, net of cash acquired |
| | (9,117 | ) | | (9,117 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash used in investing activities |
(434 | ) | (7,494 | ) | (17,675 | ) | | (25,603 | ) | |||||||||||
Cash flows from financing activities: |
||||||||||||||||||||
Borrowings on lines of credit |
| | | | | |||||||||||||||
Payments on lines of credit |
| | (11,448 | ) | | (11,448 | ) | |||||||||||||
Borrowings on long-term debt |
| 18,000 | 29,442 | | 47,442 | |||||||||||||||
Payments on long-term debt |
| (20,500 | ) | (2,128 | ) | | (22,628 | ) | ||||||||||||
Stock option exercises and employee stock purchases |
779 | | | | 779 | |||||||||||||||
Intercompany |
11,635 | (2,740 | ) | (8,895 | ) | | | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash provided by (used in) financing activities |
12,414 | (5,240 | ) | 6,971 | | 14,145 | ||||||||||||||
Effect of exchange rate changes on cash |
| | (7,736 | ) | | (7,736 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net increase (decrease) in cash and cash equivalents |
310 | (1,076 | ) | (14,552 | ) | | (15,318 | ) | ||||||||||||
Cash and cash equivalents, beginning of period |
17 | 1,331 | 108,405 | | 109,753 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash and cash equivalents, end of period |
$ | 327 | $ | 255 | $ | 93,853 | $ | | $ | 94,435 | ||||||||||
|
|
|
|
|
|
|
|
|
|
20
QUIKSILVER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Three Months Ended January 31, 2011
In thousands | Quiksilver, Inc. |
Guarantor Subsidiaries |
Non- Guarantor |
Eliminations | Consolidated | |||||||||||||||
Cash flows from operating activities: |
||||||||||||||||||||
Net (loss) income |
$ | (16,268 | ) | $ | (4,425 | ) | $ | 6,714 | $ | (1,097 | ) | $ | (15,076 | ) | ||||||
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: |
||||||||||||||||||||
Depreciation and amortization |
461 | 5,256 | 8,283 | | 14,000 | |||||||||||||||
Stock-based compensation |
2,410 | | | | 2,410 | |||||||||||||||
Provision for doubtful accounts |
| 485 | 973 | | 1,458 | |||||||||||||||
Equity in earnings |
(680 | ) | (158 | ) | (236 | ) | 680 | (394 | ) | |||||||||||
Non-cash interest expense |
341 | 425 | 15,394 | | 16,160 | |||||||||||||||
Deferred income taxes |
| | (244 | ) | | (244 | ) | |||||||||||||
Other adjustments to reconcile net (loss) income |
(51 | ) | 31 | 293 | | 273 | ||||||||||||||
Changes in operating assets and liabilities: |
||||||||||||||||||||
Trade accounts receivable |
| 24,456 | 51,737 | | 76,193 | |||||||||||||||
Inventories |
| (13,394 | ) | (29,226 | ) | 417 | (42,203 | ) | ||||||||||||
Other operating assets and liabilities |
4,068 | 9,239 | 8,535 | | 21,842 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash (used in) provided by operating activities |
(9,719 | ) | 21,915 | 62,223 | | 74,419 | ||||||||||||||
Cash flows from investing activities: |
||||||||||||||||||||
Capital expenditures |
(3,387 | ) | (6,918 | ) | (7,974 | ) | | (18,279 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash used in investing activities |
(3,387 | ) | (6,918 | ) | (7,974 | ) | | (18,279 | ) | |||||||||||
Cash flows from financing activities: |
||||||||||||||||||||
Borrowings on lines of credit |
| | 9,929 | | 9,929 | |||||||||||||||
Payments on lines of credit |
| | (16,976 | ) | | (16,976 | ) | |||||||||||||
Borrowings on long-term debt |
| | 270,137 | | 270,137 | |||||||||||||||
Payments on long-term debt |
| | (257,138 | ) | | (257,138 | ) | |||||||||||||
Payments of debt issuance costs |
| | (6,155 | ) | | (6,155 | ) | |||||||||||||
Stock option exercises, employee stock purchases and tax benefit on option exercises |
2,842 | | | | 2,842 | |||||||||||||||
Intercompany |
10,788 | (22,326 | ) | 11,538 | | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash provided by (used in) financing activities |
13,630 | (22,326 | ) | 11,335 | | 2,639 | ||||||||||||||
Effect of exchange rate changes on cash |
| | (2,180 | ) | | (2,180 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net increase (decrease) in cash and cash equivalents |
524 | (7,329 | ) | 63,404 | | 56,599 | ||||||||||||||
Cash and cash equivalents, beginning of period |
164 | 39,172 | 81,257 | | 120,593 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash and cash equivalents, end of period |
$ | 688 | $ | 31,843 | $ | 144,661 | $ | | $ | 177,192 | ||||||||||
|
|
|
|
|
|
|
|
|
|
21
PART I FINANCIAL INFORMATION
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Unless the context indicates otherwise, when we refer to Quiksilver, we, us, our, or the Company in this Form 10-Q, we are referring to Quiksilver, Inc. and its subsidiaries on a consolidated basis. The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto contained elsewhere in this report. The information contained in this quarterly report on Form 10-Q is not a complete description of our business or the risks associated with an investment in our securities. We urge you to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended October 31, 2011 and subsequent reports on Form 8-K, which discuss our business in greater detail. The section entitled Risk Factors set forth in Item 1A of our Annual Report on Form 10-K, and similar disclosures in our other SEC filings, discuss some of the important risk factors that may affect our business, results of operations and financial condition. You should carefully consider those risks, in addition to the information in this report and in our other filings with the SEC, before deciding to purchase, hold or sell our securities.
Over the past 41 years, Quiksilver has established itself as a global company representing the casual, youth lifestyle associated with boardriding sports. We began operations in 1976 as a California company making boardshorts for surfers in the United States under a license agreement with the Quiksilver brand founders in Australia. Our product offerings expanded in the 1980s as we expanded our distribution channels. After going public in 1986 and purchasing the rights to the Quiksilver brand in the United States, we further expanded our product offerings and began to diversify. In 1991, we acquired the European licensee of Quiksilver and introduced Roxy, our surf brand for teenage girls. We also expanded demographically in the 1990s by adding products for boys, girls, toddlers and men, and we introduced our proprietary retail store concept that displays the heritage and products of Quiksilver and Roxy. In 2000, we acquired the international Quiksilver and Roxy trademarks, and in 2002, we acquired our licensees in Australia and Japan. In 2004, we acquired DC Shoes, Inc. to expand our presence in action sports inspired footwear.
We operate in the outdoor market of the sporting goods industry in which we design, develop and distribute branded apparel, footwear, accessories and related products. Our products are sold throughout the world, primarily in surf shops, skate shops, snow shops, specialty stores and over the internet. We currently operate in three segments: the Americas, Europe and Asia/Pacific. The Americas segment includes revenues from the U.S., Canada and Latin America. Our European segment includes revenues primarily from Europe, the Middle East and Africa. Our Asia/Pacific segment includes revenues primarily from Australia, Japan, New Zealand and Indonesia. Royalties earned from various licensees in other international territories are categorized in corporate operations along with revenues from sourcing services for our licensees.
We operate in markets that are highly competitive, and our ability to evaluate and respond to changing consumer demands and tastes is critical to our success. If we are unable to remain competitive and maintain our consumer loyalty, our business will be negatively affected. We believe that our historical success is due to the development of an experienced team of designers, artists, sponsored athletes, technicians, researchers, merchandisers, pattern makers and contractors. Our team and the heritage and current strength of our brands has helped us remain competitive in our markets. Our success in the future will depend, in part, on our ability to continue to design products that are desirable in the marketplace and competitive in the areas of quality, brand image, technical specifications, distribution methods, price, customer service and intellectual property protection.
22
The table below shows certain components in our statements of operations and other data as a percentage of revenues:
Three Months Ended January 31, | ||||||||
Statements of Operations data | 2012 | 2011 | ||||||
Revenues, net |
100.0 | % | 100.0 | % | ||||
Gross profit |
50.7 | 52.4 | ||||||
Selling, general and administrative expense |
51.2 | 49.3 | ||||||
Operating (loss) income |
(0.5 | ) | 3.1 | |||||
Interest expense |
3.3 | 6.8 | ||||||
Foreign currency gain |
(0.4 | ) | (0.5 | ) | ||||
|
|
|
|
|||||
Loss before provision for income taxes |
(3.5 | )% | (3.2 | )% | ||||
Other data |
||||||||
Adjusted EBITDA(1) |
3.9 | % | 7.1 | % | ||||
|
|
|
|
(1) | Adjusted EBITDA is defined as net income (loss) 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 the 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. The following is a reconciliation of net loss attributable to Quiksilver, Inc. to Adjusted EBITDA: |
In thousands | Three Months Ended January 31, | |||||||
2012 | 2011 | |||||||
Net loss attributable to Quiksilver, Inc. |
$ | (22,605 | ) | $ | (16,268 | ) | ||
Provision for income taxes |
5,250 | 1,251 | ||||||
Interest expense, net |
15,045 | 28,968 | ||||||
Depreciation and amortization |
12,962 | 14,000 | ||||||
Non-cash stock-based compensation expense |
6,977 | 2,410 | ||||||
|
|
|
|
|||||
Adjusted EBITDA |
$ | 17,629 | $ | 30,361 | ||||
|
|
|
|
Three Months Ended January 31, 2012 Compared to Three Months Ended January 31, 2011
Our total net revenues for the three months ended January 31, 2012 increased 5% to $449.6 million from $426.5 million in the comparable period of the prior year. In constant currency, net revenues increased 6% compared to the prior year. Our net revenues in each of the Americas, Europe and Asia/Pacific segments include apparel, footwear, accessories and related products for our Quiksilver, Roxy, DC and other brands, which primarily include Hawk, Lib Technologies and Gnu.
23
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. 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 operating segment. As such, this methodology does not account for movements in individual currencies within a segment (for example, non-euro currencies within our European segment and Japanese yen within our Asia/Pacific segment). A constant currency translation methodology that accounts for movements in each individual currency could yield a different result compared to one 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 January 31, 2012 and 2011:
In thousands Historical currency (as reported) |
Americas | Europe | Asia/Pacific | Corporate | Total | |||||||||||||||
January 31, 2011 |
$ | 193,790 | $ | 165,199 | $ | 67,001 | $ | 460 | $ | 426,450 | ||||||||||
January 31, 2012 |
205,408 | 168,874 | 74,593 | 746 | 449,621 | |||||||||||||||
Percentage increase |
6 | % | 2 | % | 11 | % | 5 | % | ||||||||||||
Constant currency (current year exchange rates) | ||||||||||||||||||||
January 31, 2011 |
193,790 | 162,689 | 68,889 | 460 | 425,828 | |||||||||||||||
January 31, 2012 |
205,408 | 168,874 | 74,593 | 746 | 449,621 | |||||||||||||||
Percentage increase |
6 | % | 4 | % | 8 | % | 6 | % |
Revenues in the Americas segment increased 6% to $205.4 million for the three months ended January 31, 2012 from $193.8 million in the comparable period of the prior year, while European segment revenues increased 2% to $168.9 million from $165.2 million and Asia/Pacific segment revenues increased 11% to $74.6 million from $67.0 million for those same periods. The increase in the Americas came primarily from Quiksilver and Roxy brand revenues, partially offset by a decrease in DC brand revenues. The increase in Quiksilver brand revenues was primarily from strong growth in the apparel product category and, to a lesser extent, the accessories product category, partially offset by a slight decrease in the footwear product category. The increase in Roxy brand revenues was primarily from strong growth in the apparel and footwear product categories, partially offset by a decrease in the accessories product category. The decrease in DC brand revenues was primarily from the footwear product category and, to a lesser extent, the apparel and accessories product categories. Europes net revenues increased 4% in constant currency. The currency adjusted revenue increase in Europe was primarily the result of strong growth in DC brand revenues, partially offset by modest declines in our Quiksilver and, to a lesser extent, Roxy brand revenues. The increase in DC brand revenues was primarily from the apparel product category and, to a lesser extent, the accessories product category, partially offset by a slight decrease in the footwear product category. The decreases in Quiksilver and Roxy brand revenues were primarily from the accessories product category, partially offset by slight growth in the apparel product category. Asia/Pacifics net revenues increased 8% in constant currency. The currency adjusted increase in Asia/Pacific came primarily from strong growth in Quiksilver and DC brand revenues, partially offset by a slight decline in our Roxy brand revenues.
Our consolidated gross profit margin for the three months ended January 31, 2012 decreased to 50.7% from 52.4% in the comparable period of the prior year. The gross profit in the Americas segment decreased to 42.8% from 46.2%, our European segment gross profit margin increased to 60.3% from 58.9%, and our Asia/Pacific segment gross profit margin decreased to 51.1% from 54.7% for those same periods. The decrease in the Americas segment gross profit margin was primarily the result of higher input costs and, to a lesser extent, higher levels of markdowns in our company-owned retail stores and price adjustments in the wholesale channel. Our European segment gross profit margin increased primarily as a result of a higher percentage of retail sales, including e-commerce, versus wholesale sales compared to the prior year. In our Asia/Pacific segment, the gross profit margin decrease was primarily due to additional clearance business in Australia.
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Our selling, general and administrative expense (SG&A) for the three months ended January 31, 2012 increased 9% to $230.4 million from $210.4 million in the comparable period of the prior year. In the Americas segment, SG&A increased 8% to $89.5 million from $83.0 million in the comparable period of the prior year, while our European segment SG&A increased 7% to $86.1 million from $80.4 million, and our Asia/Pacific segment SG&A increased 7% to $37.2 million from $34.8 million for those same periods. As a percentage of revenues, our consolidated SG&A increased to 51.2% for the three months ended January 31, 2012 from 49.3% for the three months ended January 31, 2011. In the Americas, SG&A as a percentage of revenues increased to 43.6% compared to 42.8% the year before. In Europe, SG&A as a percentage of revenues increased to 51.0% from 48.7%, and in Asia/Pacific, SG&A as a percentage of revenues decreased to 49.9% from 52.0% for those same periods. The increase in SG&A as a percentage of revenues in both our Americas and European segments was primarily due to additional fulfillment costs in support of higher revenues in our e-commerce business. Europes SG&A increased 9% in constant currency. In our Asia/Pacific segment, the decrease in SG&A as a percentage of revenues was primarily due to higher revenues. Asia/Pacifics SG&A increased 4% in constant currency.
Interest expense for the three months ended January 31, 2012 decreased to $15.0 million from $29.0 million in the comparable period of the prior year, primarily due to the inclusion in the prior year of approximately $13.7 million to write-off the deferred debt issuance costs associated with our European term loans that were paid off during the prior year upon the issuance of our European senior notes.
Our foreign currency gain amounted to $1.9 million for the three months ended January 31, 2012 compared to $2.1 million in the comparable period of the prior year. This gain resulted primarily from the foreign currency exchange effect of certain non-euro denominated assets of our European subsidiaries and, to a lesser extent, certain foreign currency exchange contracts.
Our income tax expense for the three months ended January 31, 2012 was $5.3 million compared to $1.3 million in the comparable period of the prior year. As a result of the valuation allowances previously established in the United States and certain tax jurisdictions within our Asia/Pacific segment, no tax benefits were recognized for losses in those tax jurisdictions.
Our net loss for the three months ended January 31, 2012 increased to $22.6 million or $0.14 per share on a diluted basis, compared to $16.3 million or $0.10 per share on a diluted basis in the comparable period of the prior year. Adjusted EBITDA decreased to $17.6 million from $30.4 million for those same periods.
Financial Position, Capital Resources and Liquidity
In fiscal 2005, we issued $400 million of unsecured senior notes. In December 2010, we issued 200 million (approximately $265 million at issuance) in additional unsecured senior notes to repay our then existing European term loans. The 2010 transaction extended virtually all of our short-term maturities to a long-term basis. We generally finance our working capital needs and capital investments with operating cash flows and bank revolving lines of credit. Multiple banks in the United States, Europe and Australia make these lines of credit available to us. Term loans are also used to supplement these lines of credit and are typically used to finance long-term assets.
As of January 31, 2012, we had a total of approximately $739.9 million of indebtedness compared to a total of approximately $747.7 million of indebtedness at October 31, 2011.
Cash Flows
Operating activities provided cash of $3.9 million in the three months ended January 31, 2012 compared to $74.4 million in the three months ended January 31, 2011. This $70.5 million decrease in cash provided was primarily due to increases in cash used for working capital of $52.3 million and decreases in cash provided by our net loss adjusted for other non-cash charges of $18.2 million.
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Capital expenditures totaled $16.5 million for the three months ended January 31, 2012, compared to $18.3 million in the comparable period of the prior year. These investments include company-owned stores and ongoing investments in computer and warehouse equipment, including our new global enterprise-wide reporting system.
During the three months ended January 31, 2012, net cash provided by financing activities totaled $14.1 million, compared to $2.6 million in the comparable period of the prior year. Net cash provided primarily resulted from net borrowings on our existing credit facilities.
The net decrease in cash and cash equivalents for the three months ended January 31, 2012 was $15.3 million compared to an increase of $56.6 million in the comparable period of the prior year. Cash and cash equivalents totaled $94.4 million at January 31, 2012 compared to $109.8 million at October 31, 2011, while working capital was $549.3 million at January 31, 2012 compared to $581.4 million at October 31, 2011.
Trade Accounts Receivable and Inventories
Our trade accounts receivable decreased 19% to $321.8 million at January 31, 2012 from $397.1 million at October 31, 2011. Accounts receivable in our Americas segment decreased 17% to $170.6 million at January 31, 2012 from $204.8 million at October 31, 2011, European segment accounts receivable decreased 18% to $121.3 million from $148.0 million and Asia/Pacific segment accounts receivable decreased 33% to $29.9 million from $44.3 million for those same periods. Compared to January 31, 2011, accounts receivable increased 11% in the Americas segment, increased 14% in our European segment and increased 12% in our Asia/Pacific segment. In constant currency, consolidated trade accounts receivable increased 13% compared to January 31, 2011. The increase in consolidated trade accounts receivable was primarily the result of higher revenues. Included in accounts receivable at January 31, 2012 are approximately $27.2 million of value added tax and goods and services tax related to foreign accounts receivable. Such taxes are not reported as net revenues and as such, are deducted from accounts receivable to more accurately compute days sales outstanding. Overall average days sales outstanding increased by approximately one day at January 31, 2012 compared to January 31, 2011.
Consolidated inventories increased 19% to $412.3 million at January 31, 2012 from $347.8 million at October 31, 2011. Inventories in the Americas segment increased 13% to $174.6 million from $154.3 million at October 31, 2011, European segment inventories increased 37% to $158.8 million from $116.1 million and Asia/Pacific segment inventories increased 2% to $78.9 million from $77.3 million. Compared to January 31, 2011, inventories increased 27% in the Americas segment, increased 45% in our European segment and increased 25% in our Asia/Pacific segment. In constant currency, our consolidated inventories increased 33% compared to January 31, 2011. The increase in consolidated inventories was primarily the result of higher input costs and the early receipt of goods in comparison to the prior year. Consolidated average annual inventory turnover was approximately 2.7 times at January 31, 2012 compared to approximately 3.2 times at January 31, 2011.
Income Taxes
During the three months ended January 31, 2012, our liability for uncertain tax positions, exclusive of interest and penalties, increased by $0.2 million to approximately $10.6 million. If our positions are favorably sustained by the relevant taxing authority, approximately $9.0 million, excluding interest and penalties, of uncertain tax position liabilities would favorably impact our effective tax rate in future periods.
Commitments
There have been no material changes outside the ordinary course of business in our contractual obligations since October 31, 2011.
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Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. To prepare these financial statements, we must make estimates and assumptions that affect the reported amounts of assets and liabilities. These estimates also affect our reported revenues and expenses. Judgments must also be made about the disclosure of contingent liabilities. Actual results could be significantly different from these estimates. We believe that the following discussion addresses the accounting policies that are necessary to understand and evaluate our reported financial results.
Revenue Recognition
Revenues are recognized when the risk of ownership and title passes to our customers. Generally, we extend credit to our customers and do not require collateral. None of our sales agreements with any of our customers provide for any rights of return. However, we do approve returns on a case-by-case basis at our sole discretion to protect our brands and our image. We provide allowances for estimated returns when revenues are recorded, and related losses have historically been within our expectations. If returns are higher than our estimates, our results of operations would be adversely affected.
Accounts Receivable
Throughout the year, we perform credit evaluations of our customers, and we adjust credit limits based on payment history and the customers current creditworthiness. We continuously monitor our collections and maintain a reserve for estimated credit losses based on our historical experience and any specific customer collection issues that have been identified. We also use insurance on certain classes of receivables in our European segment. Historically, our losses have been consistent with our estimates, but there can be no assurance that we will continue to experience the same credit loss rates that we have experienced in the past. It is not uncommon for some of our customers to have financial difficulties from time to time. This is normal given the wide variety of our account base, which includes small surf shops, medium-sized retail chains, and some large department store chains. Unforeseen, material financial difficulties of our customers could have an adverse impact on our results of operations.
Inventories
We value inventories at the cost to purchase and/or manufacture the product or the current estimated market value of the inventory, whichever is lower. We regularly review our inventory quantities on hand, and adjust inventory values for excess and obsolete inventory based primarily on estimated forecasts of product demand and market value. Demand for our products could fluctuate significantly. The demand for our products could be negatively affected by many factors, including the following:
| weakening economic conditions; |
| terrorist acts or threats; |
| unanticipated changes in consumer preferences; |
| reduced customer confidence; and |
| unseasonable weather. |
Some of these factors could also interrupt the production and/or importation of our products or otherwise increase the cost of our products. As a result, our operations and financial performance could be negatively affected. Additionally, our estimates of product demand and/or market value could be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory.
Long-Lived Assets
We acquire tangible and intangible assets in the normal course of our business. We evaluate the recoverability of the carrying amount of these long-lived assets (including fixed assets, trademarks, licenses and other amortizable intangibles) whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss is recognized when the carrying value exceeds the undiscounted future cash flows estimated to result from the use and eventual disposition of the asset. Impairments are recognized in operating earnings. We continually use judgment
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when applying these impairment rules to determine the timing of the impairment tests, the undiscounted cash flows used to assess impairments, and the fair value of a potentially impaired asset. The reasonableness of our judgment could significantly affect the carrying value of our long-lived assets.
Goodwill
We evaluate the recoverability of goodwill at least annually based on a two-step impairment test. The first step compares the fair value of each reporting unit with its carrying amount, including goodwill. We have three reporting units under which we evaluate goodwill for impairment, the Americas, Europe and Asia/Pacific. We estimate the fair value of our reporting units using a combination of a discounted cash flow approach and market approach. Material assumptions in our test for impairment include future cash flows of each reporting unit, discount rates applied to these cash flows and current market estimates of value. The discount rates used approximate our cost of capital. Future cash flows assume future levels of growth in each reporting units business. If the carrying amount exceeds fair value under the first step of our goodwill impairment test, then the second step of the impairment test is performed to measure the amount of any impairment loss.
As of October 31, 2011, the fair values of our Americas, Europe and Asia/Pacific reporting units substantially exceeded their carrying values. Based on the uncertainty of future growth rates and other assumptions used to estimate goodwill recoverability in our reporting units, future reductions in our expected cash flows for a reporting unit could cause a material impairment of goodwill.
Stock-Based Compensation Expense
We recognize compensation expense for all stock-based payments net of an estimated forfeiture rate and only recognize compensation cost for those shares expected to vest using the graded vested method over the requisite service period of the award. For option valuation, we determine the fair value using the Black-Scholes option-pricing model which requires the input of certain assumptions, including the expected life of the stock-based payment awards, stock price volatility and interest rates. For performance based equity awards with stock price contingencies, we determine the fair value using a Monte-Carlo simulation, which creates a normal distribution of future stock prices, which is then used to value the awards based on their individual terms.
Income Taxes
Income tax expense for interim periods is recognized based on the estimated annual effective tax rate applied to pretax income. A deferred income tax asset or liability is established for the expected future consequences of temporary differences in the financial reporting and tax bases of assets and liabilities. We consider future taxable income and ongoing prudent and feasible tax planning strategies in assessing the value of our deferred tax assets. If we determine that it is more likely than not that these assets will not be realized, we would reduce the value of these assets to their expected realizable value, thereby decreasing net income. Evaluating the value of these assets is necessarily based on our judgment. If we subsequently determined that the deferred tax assets, which had been written down would, in our judgment, be realized in the future, the value of the deferred tax assets would be increased, thereby increasing net income in the period when that determination was made.
On November 1, 2007, we adopted the authoritative guidance included in ASC 740, Income Taxes, which clarifies the accounting for uncertainty in income taxes recognized in the financial statements. This guidance provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the tax position. We recognize accrued interest and penalties related to unrecognized tax benefits as a component of our provision for income taxes. The application of this guidance can create significant variability in our tax rate from period to period based upon changes in or adjustments to our uncertain tax positions.
Foreign Currency Translation
A significant portion of our revenues are generated in Europe, where we operate with the euro as our primary functional currency, and a smaller portion of our revenues are generated in Asia/Pacific, where
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we operate with the Australian dollar and Japanese yen as our primary functional currencies. Our European revenues in the United Kingdom are denominated in British pounds, and substantial portions of our European and Asia/Pacific product is sourced in U.S. dollars, both of which result in exposure to gains and losses that could occur from fluctuations in foreign currency exchange rates. Revenues and expenses that are denominated in foreign currencies are translated using the average exchange rate for the period. Assets and liabilities are translated at the rate of exchange on the balance sheet date. Gains and losses from assets and liabilities denominated in a currency other than the functional currency of the entity on which they reside are generally recognized currently in our statement of operations. Gains and losses from translation of foreign subsidiary financial statements into U.S. dollars are included in accumulated other comprehensive income or loss.
As part of our overall strategy to manage our level of exposure to the risk of fluctuations in foreign currency exchange rates, we enter into various foreign currency exchange contracts generally in the form of forward contracts. For all contracts that qualify as cash flow hedges, we record the changes in the fair value of the derivative contracts in other comprehensive income or loss.
See Note 2 New Accounting Pronouncements for a discussion of pronouncements that may affect our future financial reporting.
All statements included in this report, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to, statements regarding the trends and uncertainties in our financial condition, liquidity and results of operations. These forward-looking statements are based on our current expectations, estimates and projections about our industry, managements beliefs, and certain assumptions made by us and speak only as of the date of this report. Forward-looking statements can often be identified by words such as anticipates, expects, intends, plans, predicts, believes, seeks, estimates, may, will, likely, should, would, could, potential, continue, ongoing, and similar expressions, and variations or negatives of these words. In addition, any statements that refer to expectations, projections, guidance, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statement as a result of various factors, including, but not limited to, the following:
| our ability to achieve the financial results that we anticipate; |
| future expenditures for capital projects, including the ongoing implementation of our global enterprise-wide reporting system; |
| increases in production costs and raw materials, particularly with respect to labor costs; |
| deterioration of global economic conditions and credit and capital markets; |
| our ability to continue to maintain our brand image and reputation; |
| foreign currency exchange rate fluctuations; |
| our ability to remain compliant with our debt covenants; |
| payments due on contractual commitments and other debt obligations; and |
| changes in political, social and economic conditions and local regulations, particularly in Europe and Asia. |
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, we cannot assure you that the forward-looking information contained herein will, in fact, transpire.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to a variety of risks, including foreign currency exchange rate fluctuations.
Foreign Currency and Derivatives
We are exposed to financial statement gains and losses as a result of translating the operating results and financial position of our international subsidiaries. We translate the local currency statements of operations of our foreign subsidiaries into U.S. dollars using the average exchange rate during the reporting period. Changes in foreign currency exchange rates affect our reported results and distort comparisons from period to period. By way of example, when the U.S. dollar strengthens compared to the euro, there is a negative effect on our reported results for our European segment because it takes more profits in euros to generate the same amount of profits in stronger U.S. dollars. The opposite is also true. That is, when the U.S. dollar weakens, there is a positive effect on the translation of our reported results from our European segment. In addition, the statements of operations of our Asia/Pacific segment are translated from Australian dollars and Japanese yen into U.S. dollars, and there is a negative effect on our reported results for our Asia/Pacific segment when the U.S. dollar is stronger in comparison to the Australian dollar or Japanese yen.
European revenues increased 4% in euros during the three months ended January 31, 2012 compared to the three months ended January 31, 2011. As measured in U.S. dollars and reported in our condensed consolidated statements of operations, European revenues increased 2% as a result of a stronger U.S. dollar versus the euro in comparison to the prior period.
Asia/Pacific revenues increased 8% in Australian dollars during the three months ended January 31, 2012 compared to the three months ended January 31, 2011. As measured in U.S. dollars and reported in our condensed consolidated statements of operations, Asia/Pacific revenues increased 11% as a result of a stronger Australian dollar and Japanese yen versus the U.S. dollar in comparison to the prior period.
Our other foreign currency and interest rate risks are discussed in our Annual Report on Form 10-K for the year ended October 31, 2011 in Item 7A.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching our desired disclosure control objectives.
We carried out an evaluation under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2012, the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, and were operating at the reasonable assurance level as of January 31, 2012.
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There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended January 31, 2012 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
2.1 | Stock Purchase Agreement between the Roger Cleveland Golf Company, Inc., Rossignol Ski Company, Incorporated, Quiksilver, Inc. and SRI Sports Limited dated October 30, 2007 (incorporated by reference to Exhibit 2.3 of the Companys Annual Report on Form 10-K for the year ended October 31, 2007). | |
2.2 | Amendment No. 1 to the Stock Purchase Agreement between the Roger Cleveland Golf Company, Inc., Rossignol Ski Company, Incorporated, Quiksilver, Inc. and SRI Sports Limited dated December 7, 2007 (incorporated by reference to Exhibit 2.4 of the Companys Annual Report on Form 10-K for the year ended October 31, 2007). | |
2.3 | Stock Purchase Agreement dated November 12, 2008, by and among Quiksilver, Inc., Pilot S.A.S., Meribel S.A.S., Quiksilver Americas, Inc., Chartreuse et Mont Blanc LLC, Chartreuse et Mont Blanc SAS, Chartreuse et Mont Blanc Global Holdings S.C.A., Macquarie Asset Finance Limited and Mavilia SAS (incorporated by reference to Exhibit 2.1 of the Companys Current Report on Form 8-K filed on November 18, 2008). | |
2.4 | Amendment No. 1 to Stock Purchase Agreement dated October 29, 2009, by and among Quiksilver, Inc., Pilot S.A.S., Meribel S.A.S., Quiksilver Americas, Inc., Chartreuse et Mont Blanc LLC, Chartreuse et Mont Blanc S.A.S., Chartreuse et Mont Blanc Global Holdings S.C.A., Macquarie Asset Finance Limited and Mavilia S.A.S. (incorporated by reference to Exhibit 2.1 of the Companys Current Report on Form 8-K filed on October 30, 2009). | |
3.1 | Restated Certificate of Incorporation of Quiksilver, Inc., as amended (incorporated by reference to Exhibit 3.1 of the Companys Annual Report on Form 10-K for the year ended October 31, 2004). | |
3.2 | Certificate of Amendment of Restated Certificate of Incorporation of Quiksilver, Inc. (incorporated by reference to Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q for the quarter ended April 30, 2005). | |
3.3 | Certificate of Designation of the Series A Convertible Preferred Stock of Quiksilver, Inc. (incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K filed on August 4, 2009). | |
3.4 | Certificate of Amendment of Restated Certificate of Incorporation of Quiksilver, Inc. (incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K filed on April 1, 2010). | |
3.5 | Amended and Restated Bylaws of Quiksilver, Inc. (incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K filed on November 2, 2010). | |
4.1 | Indenture for the 6 7/8% Senior Notes due 2015 dated July 22, 2005, among Quiksilver, Inc., the subsidiary guarantors set forth therein and Wilmington Trust Company, as trustee, including the form of Global Note attached thereto (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed July 25, 2005). |
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4.2 | Indenture, dated as of December 10, 2010, by and among Boardriders S.A., Quiksilver, Inc., as guarantor, the subsidiary guarantor parties thereto, and Deutsche Trustee Company Limited, as trustee, Deutsche Bank Luxembourg S.A., as registrar and transfer agent, and Deutsche Bank AG, London Branch, as principal paying agent and common depositary (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed December 13, 2010). | |
10.1 | Employment Agreement between Robert B. McKnight, Jr. and Quiksilver, Inc. dated January 5, 2012 (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed on January 6, 2012). (1) | |
10.2 | Employment Agreement between Charles S. Exon and Quiksilver, Inc. dated January 5, 2012 (incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K filed on January 6, 2012). (1) | |
10.3 | Transitional Employment Agreement between Joseph Scirocco and Quiksilver, Inc. dated January 5, 2012 (incorporated by reference to Exhibit 10.3 of the Companys Current Report on Form 8-K filed on January 6, 2012). (1) | |
10.4 | Third Amendment to Term Loan Agreement by and among Quiksilver Americas, Inc., as borrower, Quiksilver, Inc., as a guarantor, Bank of America, N.A., as an administrative and collateral agent, and the lender parties thereto dated February 1, 2012. | |
31.1 | Rule 13a-14(a)/15d-14(a) Certifications Principal Executive Officer | |
31.2 | Rule 13a-14(a)/15d-14(a) Certifications Principal Financial Officer | |
32.1 | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 Chief Executive Officer | |
32.2 | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 Chief Financial Officer | |
(1) Management contract or compensatory plan. | ||
101.INS* | XBRL Instance Document | |
101.SCH* | XBRL Taxonomy Extension Schema Document | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
* | As provided in Rule 406T of Regulation S-T, this information is deemed furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended. |
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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 thereunto duly authorized.
QUIKSILVER, INC., a Delaware corporation | ||||||||
March 9, 2012 | /s/ Brad L. Holman | |||||||
Brad L. Holman Senior Vice President and Corporate Controller (Principal Accounting Officer and Authorized Signatory) |
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Exhibit 10.4
THIRD AMENDMENT TO TERM LOAN AGREEMENT
This Third Amendment to Term Loan Agreement (this Third Amendment) dated as of February 1, 2012 is entered into among:
QUIKSILVER AMERICAS, INC., a California corporation (the Borrower);
QUIKSILVER, INC., a Delaware corporation (the Parent);
the Lenders party hereto; and
BANK OF AMERICA, N.A., as Administrative Agent, and Collateral Agent;
in consideration of the mutual covenants herein contained and benefits to be derived herefrom.
WITNESSETH:
Reference is made to that certain Term Loan Agreement dated as of October 27, 2010, as amended by a First Amendment to Term Loan Agreement dated as of November 29, 2010 and by a Second Amendment to Term Loan Agreement dated as of June 10, 2011 (as amended and in effect, the Term Loan Agreement) by and among (i) Quiksilver Americas, Inc., as the Borrower, (ii) Quiksilver Inc., (iii) the Administrative Agent and the Collateral Agent and (iv) the Lenders party thereto.
The Borrower, the Parent and the Lenders have agreed to amend the Term Loan Agreement on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and benefits to be derived herefrom, the parties hereto agree as follows:
1. | Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Term Loan Agreement. |
2. | Amendments to Section 7.14. |
a. | The provisions of Section 7.14(a) of the Term Loan Agreement are hereby amended by deleting the grid at the end thereof in its entirety and by substituting the following in its stead: |
Measurement Period Ending |
Americas Interest Coverage Ratio | |
October 31, 2010 |
1.53 | |
January 31, 2011 |
1.27 | |
April 30, 2011 |
1.19 | |
July 31, 2011 |
1.11 | |
October 31, 2011 |
1.13 | |
January 31, 2012 |
1.25 | |
April 30, 2012 |
1.00 | |
July 31, 2012 |
1.20 | |
October 31, 2012 |
1.86 |
b. | The provisions of Section 7.14(b) of the Term Loan Agreement are hereby amended by deleting the grid at the end thereof in its entirety and by substituting the following in its stead: |
Fiscal Quarter or Fiscal Year Ending |
Maximum Capital Expenditures | |
Fiscal Quarter ending October 31, 2010 |
$6,800,000 | |
Fiscal Year ending October 31, 2011 |
$49,659,000 | |
Fiscal Year ending October 31, 2012 |
$37,796,050 |
3. | Conditions to Effectiveness. This Third Amendment shall become effective upon satisfaction of each of the following conditions precedent: |
a. | This Third Amendment shall have been duly executed and delivered by the Loan Parties, the Agents and all of the Lenders, and the Administrative Agent shall have received a fully executed copy hereof. |
b. | The Administrative Agent shall have received evidence reasonably requested by it prior to the date hereof that all requisite corporate and other action necessary for the valid execution, delivery and performance by the Loan Parties of this Third Amendment has been taken. |
4. | Confirmation of Representations and Warranties. Each Loan Party hereby represents and warrants to the Agents and the Lenders that (a) the representations and warranties of such Loan Party contained in Article V of the Term Loan Agreement, and in each other Loan Document (after giving effect to the amendments set forth herein) to which it is a party are true and correct in all material respects on and as of such date as though made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties are true and correct in all material respects on and as of such date); (b) no Default or Event of Default has occurred and is continuing or would result from the effectiveness of this Third Amendment; and (c) no event has occurred after January 31, 2011 that could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), operations, or assets of the Borrower and Guarantors, taken as a whole. |
5. | Miscellaneous. |
a. | All terms and conditions of the Term Loan Agreement and the other Loan Documents, as amended hereby, remain in full force and effect. |
b. | The Borrower shall pay on demand all reasonable and documented out-of-pocket costs and expenses of the Agents incurred in connection with the preparation, negotiation, execution and delivery of this Third Amendment, including, without limitation, reasonable and documented fees of their counsel. |
c. | This Third Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered, shall be an original, and all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page hereto by telecopy or other electronic image scan transmission (e.g., pdf or tif via e-mail) shall be as effective as delivery of a manually executed counterpart hereof. |
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d. | This Third Amendment expresses the entire understanding of the parties with respect to the matters set forth herein and supersedes all prior discussions or negotiations hereon. |
e. | Any determination that any provision of this Third Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Third Amendment. |
f. | THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). |
[SIGNATURE PAGES FOLLOW]
3
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be executed as the date first above written.
QUIKSILVER AMERICAS, INC., as the Borrower | ||
By: | ||
Name: Title: |
QUIKSILVER, INC., as the Parent | ||
By: | ||
Name: Title: |
BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and Lender | ||
By: | ||
Name: Title: |
1408292.2
Exhibit 31.1
§ 302 CERTIFICATION
I, Robert B. McKnight, certify that:
(1) I have reviewed this quarterly report on Form 10-Q of Quiksilver, Inc.;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
d. Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
(5) The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: March 9, 2012 | /s/ Robert B. McKnight, Jr. | |||||||
Robert B. McKnight, Jr. Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
§ 302 CERTIFICATION
I, Joseph Scirocco, certify that:
(1) I have reviewed this quarterly report on Form 10-Q of Quiksilver, Inc.;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
d. Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
(5) The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: March 9, 2012 | /s/ Joseph Scirocco | |||||||
Joseph Scirocco Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Quiksilver, Inc. (the Company) on Form 10-Q for the period ending January 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Robert B. McKnight, Jr., Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Robert B. McKnight, Jr. | ||
Robert B. McKnight, Jr. Chief Executive Officer March 9, 2012 |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Quiksilver, Inc. (the Company) on Form 10-Q for the period ending January 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Joseph Scirocco, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Joseph Scirocco | ||
Joseph Scirocco Chief Financial Officer March 9, 2012 |
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