UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 6, 2012
Quiksilver, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-14229 | 33-0199426 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
15202 Graham Street, Huntington Beach, CA | 92649 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (714) 889-2200
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition.
On September 6, 2012, Quiksilver, Inc. announced its financial results for the three and nine months ended July 31, 2012. The press release is attached hereto as Exhibit 99.1.
In addition to Quiksilvers GAAP financial information, the press release furnished with this report as Exhibit 99.1 reports pro forma income and pro forma income per share, which are considered non-GAAP financial measures, each excluding net after-tax asset impairments and restructuring charges and non-cash interest charges, as well as valuation allowances against tax assets. The press release also reports pro forma adjusted EBITDA. Quiksilver believes these non-GAAP financial measures are useful to investors as they provide consistency and comparability with its past financial reports. Quiksilver has chosen to furnish this information because it believes it provides useful information to investors enabling them to perform additional analyses of past, present and future operating performance and as a supplemental means to evaluate Quiksilvers operations. These non-GAAP financial measures should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from non-GAAP or other pro forma measures used by other companies.
The information in this Form 8-K and Exhibit shall not be deemed filed for purposes of Section 18 of Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being furnished herewith:
Exhibit No. |
Exhibit Title or Description | |
99.1 | Press Release dated September 6, 2012, issued by Quiksilver, Inc. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 6, 2012 | Quiksilver, Inc. (Registrant) | |||||
By: | /s/ Richard Shields | |||||
Richard Shields Chief Financial Officer |
3
INDEX TO EXHIBITS
Exhibit No. |
Exhibit Title or Description | |
99.1 | Press Release, dated September 6, 2012, issued by Quiksilver, Inc. |
4
Exhibit 99.1
Contact: | Robert Jaffe | |||
Investor Relations | ||||
PondelWilkinson Inc. | ||||
310-279-5980 | ||||
zqk@quiksilver.com |
Quiksilver Reports Fiscal 2012 Third Quarter Financial Results
Revenues Increase to $512.4 Million, Up 8% in Constant Currency
Huntington Beach, California, Sept. 6, 2012Quiksilver, Inc. (NYSE:ZQK) today announced operating results for the third fiscal quarter ended July 31, 2012.
During the quarter, we continued to make solid progress on our three long-term initiatives, which are strengthening our brands, expanding our business and driving operational efficiencies throughout the business, said Robert B. McKnight, Jr., Chairman of the Board, Chief Executive Officer and President of Quiksilver, Inc.
From a brand perspective, we launched integrated social media marketing campaigns, hosted the premier skate tour in the industry and had outstanding team-rider success in surfing, continued McKnight. From a growth standpoint, our business performed admirably. DC posted sales growth of 16% and e-commerce sales more than doubled. European sales grew modestly, which positions us well compared with our peers. In the area of operational efficiencies, we made tough decisions during the quarter regarding SG&A, including effecting staff eliminations in all our regions, as well as reductions in other operating expenses. Also, after implementing our new ERP system in the Americas in the second quarter, we kicked off our European ERP rollout in the third quarter, which will drive efficiencies by helping to integrate our operations and standardize our business processes globally. I applaud our teams tenacity during this time of transformation and believe we are focusing on the right actions to strengthen our business and drive sustainable value.
Fiscal Third Quarter Review:
All comparisons are between the third quarter of fiscal 2012 and the third quarter of fiscal 2011. A reconciliation of GAAP results to pro-forma results is provided in the accompanying tables.
Revenues grew 2% to $512.4 million compared with $503.3 million, and grew 8%, or $38 million, in constant currency.
| Americas revenue increased 10% to $286.1 million from $260.2 million, and was up 12% in constant currency. |
| Europe revenue decreased 13% to $154.1 million from $176.4 million, and was up modestly in constant currency. |
| Asia Pacific revenue increased 9% to $71.6 million from $65.5 million, and was up 13% in constant currency. |
Please refer to the accompanying tables to better understand the impact of foreign currency exchange rates on revenue trends.
Gross margin was 49.5% of net revenues compared with 50.7% in the prior year period, primarily driven by lower gross margins in Europe due to higher levels of discounting and unfavorable currency exchange rate comparisons.
Quiksilver, Inc. Reports Third Quarter Fiscal 2012 Financial Results
September 6, 2012
Page 2 of 3
SG&A increased to $225.8 million compared with $221.2 million, up 10 basis points as a percentage of sales, primarily driven by $3.9 million of costs associated with staff eliminations and restructuring.
Pro-forma Adjusted EBITDA was $51.2 million compared with $52.7 million, with the decline largely driven by the contraction in gross margin mentioned above.
Net income was $12.6 million, or $0.07 per diluted share, compared with net income of $10.4 million, or $0.06 per diluted share.
Pro-forma income, which excludes $3.8 million of net after-tax restructuring charges and asset impairments, was $16.4 million, or $0.09 per diluted share, compared with pro-forma income of $10.4 million, or $0.06 per diluted share.
Fiscal 2012 Q3 Revenue Highlights:
Revenues increased (in constant currency) across all three brands, all three regions, and all three distribution channels compared with the third quarter of fiscal 2011. Strong revenue growth continued in the companys emerging markets, including Brazil, Russia and Indonesia.
Brands (constant currency):
| Quiksilver was up 3.5% to $193.5 million; |
| Roxy increased 4.6% to $131.8 million; and, |
| DC was up 15.5% to $168.2 million. |
Distribution channels (constant currency):
| Wholesale business was up 4.5% to $370.0 million; |
| Retail was up 6.8% to $119.3 million. Third quarter same store sales in company-owned retail stores grew 4.0% on a global basis; and, |
| E-commerce was up 180.2% to $23.2 million. |
About Quiksilver:
Quiksilver, Inc. is one of the worlds leading outdoor sports lifestyle companies. Quiksilver designs, produces and distributes a diversified mix of branded apparel, footwear and accessories. The companys apparel and footwear brands, inspired by the passion for outdoor action sports, represent a casual lifestyle for young-minded people who connect with its boardriding culture and heritage. The companys Quiksilver, Roxy, DC, Lib Tech and Hawk brands are synonymous with the heritage and culture of surfing, skateboarding and snowboarding. The companys products are sold in over 90 countries in a wide range of distribution, including surf shops, skate shops, snow shops, its proprietary Boardriders Club shops and other company-owned retail stores, other specialty stores, select department stores and through various e-commerce channels. Quiksilvers corporate headquarters are in Huntington Beach, California.
Quiksilver, Inc. Reports Third Quarter Fiscal 2012 Financial Results
September 6, 2012
Page 3 of 3
Forward looking statements:
This press release contains forward-looking statements including but not limited to statements regarding the companys anticipated growth initiatives, expense reductions and other future activities. These forward-looking statements are subject to risks and uncertainties, and actual results may differ materially. Please refer to Quiksilvers SEC filings for more information on the risk factors that could cause actual results to differ materially from expectations, and specifically the sections titled Risk Factors and Forward-Looking Statements in Quiksilvers Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
* * * * *
NOTE: For further information about Quiksilver, Inc., please visit our website at www.quiksilverinc.com. We also invite you to explore our brand sites, www.roxy.com, www.dcshoes.com, www.lib-tech.com and www.hawkclothing.com.
QUIKSILVER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three months ended | Nine months ended | |||||||||||||||
In thousands, except per share amounts | July 31, | July 31, | ||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Revenues, net |
$ | 512,439 | $ | 503,317 | $ | 1,454,273 | $ | 1,407,860 | ||||||||
Cost of goods sold |
258,951 | 248,199 | 730,686 | 667,103 | ||||||||||||
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Gross profit |
253,488 | 255,118 | 723,587 | 740,757 | ||||||||||||
Selling, general and administrative expense |
225,788 | 221,172 | 680,213 | 648,356 | ||||||||||||
Asset impairments |
141 | | 556 | 74,610 | ||||||||||||
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Operating income |
27,559 | 33,946 | 42,818 | 17,791 | ||||||||||||
Interest expense |
14,834 | 15,663 | 45,464 | 59,727 | ||||||||||||
Foreign currency gain |
(2,242 | ) | (1,456 | ) | (4,701 | ) | (5,886 | ) | ||||||||
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Income (loss) before provision for income taxes |
14,967 | 19,739 | 2,055 | (36,050 | ) | |||||||||||
Provision for income taxes |
2,508 | 8,996 | 14,913 | 49,937 | ||||||||||||
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Net income (loss) |
12,459 | 10,743 | (12,858 | ) | (85,987 | ) | ||||||||||
Less: net loss (income) attributable to non-controlling interest |
151 | (306 | ) | (2,257 | ) | (3,169 | ) | |||||||||
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Net income (loss) attributable to Quiksilver, Inc. |
$ | 12,610 | $ | 10,437 | $ | (15,115 | ) | $ | (89,156 | ) | ||||||
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Net income (loss) per share attributable to Quiksilver, Inc.: |
||||||||||||||||
Basic |
$ | 0.08 | $ | 0.06 | $ | (0.09 | ) | $ | (0.55 | ) | ||||||
Diluted |
$ | 0.07 | $ | 0.06 | $ | (0.09 | ) | $ | (0.55 | ) | ||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
164,518 | 162,822 | 163,930 | 162,198 | ||||||||||||
Diluted |
173,899 | 183,488 | 163,930 | 162,198 |
QUIKSILVER, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
In thousands | July 31, 2012 | July 31, 2011 | ||||||
ASSETS |
||||||||
Current Assets |
||||||||
Cash and cash equivalents |
$ | 81,903 | $ | 126,210 | ||||
Trade accounts receivable (net of allowance of $43,468 and $54,381, respectively) |
398,522 | 385,927 | ||||||
Other receivables |
31,444 | 16,657 | ||||||
Income taxes receivable |
| 4,674 | ||||||
Inventories |
391,052 | 364,833 | ||||||
Deferred income taxesshort-term |
14,691 | 18,134 | ||||||
Prepaid expenses and other current assets |
32,678 | 31,787 | ||||||
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Total Current Assets |
950,290 | 948,222 | ||||||
Fixed assets, net |
233,842 | 237,138 | ||||||
Intangible assets, net |
136,745 | 138,934 | ||||||
Goodwill |
258,815 | 273,549 | ||||||
Other assets |
48,267 | 56,868 | ||||||
Deferred income taxeslong-term |
99,125 | 72,855 | ||||||
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Total Assets |
$ | 1,727,084 | $ | 1,727,566 | ||||
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LIABILITIES AND EQUITY |
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Current Liabilities |
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Lines of credit |
$ | 15,032 | $ | 8,928 | ||||
Accounts payable |
233,523 | 238,866 | ||||||
Accrued liabilities |
111,140 | 134,365 | ||||||
Current portion of long-term debt |
44,640 | 4,820 | ||||||
Income taxes payable |
3,652 | | ||||||
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Total Current Liabilities |
407,987 | 386,979 | ||||||
Long-term debt, net of current portion |
723,772 | 733,415 | ||||||
Other long-term liabilities |
32,249 | 56,056 | ||||||
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Total Liabilities |
1,164,008 | 1,176,450 | ||||||
Equity |
||||||||
Common stock |
1,687 | 1,680 | ||||||
Additional paid-in capital |
539,124 | 527,122 | ||||||
Treasury stock |
(6,778 | ) | (6,778 | ) | ||||
Accumulated deficit |
(47,680 | ) | (100,463 | ) | ||||
Accumulated other comprehensive income |
66,976 | 117,318 | ||||||
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Total Quiksilver, Inc. Stockholders Equity |
553,329 | 538,879 | ||||||
Non-controlling interest |
9,747 | 12,237 | ||||||
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Total Equity |
563,076 | 551,116 | ||||||
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Total Liabilities and Equity |
$ | 1,727,084 | $ | 1,727,566 | ||||
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QUIKSILVER, INC. AND SUBSIDIARIES
INFORMATION RELATED TO OPERATING SEGMENTS (UNAUDITED)
Three months ended | Nine months ended | |||||||||||||||
In thousands | July 31, | July 31, | ||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Revenues, net: |
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Americas |
$ | 286,136 | $ | 260,159 | $ | 712,519 | $ | 664,618 | ||||||||
Europe |
154,076 | 176,438 | 518,504 | 548,578 | ||||||||||||
Asia/Pacific |
71,623 | 65,495 | 220,242 | 190,636 | ||||||||||||
Corporate operations |
604 | 1,225 | 3,008 | 4,028 | ||||||||||||
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512,439 | 503,317 | 1,454,273 | 1,407,860 | |||||||||||||
Gross Profit: |
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Americas |
$ | 126,101 | $ | 115,065 | $ | 311,738 | $ | 308,032 | ||||||||
Europe |
88,136 | 106,451 | 298,905 | 332,083 | ||||||||||||
Asia/Pacific |
39,258 | 34,347 | 113,361 | 101,842 | ||||||||||||
Corporate operations |
(7 | ) | (745 | ) | (417 | ) | (1,200 | ) | ||||||||
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253,488 | 255,118 | 723,587 | 740,757 | |||||||||||||
SG&A Expense: |
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Americas |
$ | 92,781 | $ | 87,984 | $ | 270,669 | $ | 256,117 | ||||||||
Europe |
80,862 | 85,402 | 250,160 | 250,388 | ||||||||||||
Asia/Pacific |
37,747 | 36,314 | 114,988 | 108,961 | ||||||||||||
Corporate operations |
14,398 | 11,472 | 44,396 | 32,890 | ||||||||||||
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225,788 | 221,172 | 680,213 | 648,356 | |||||||||||||
Asset Impairments: |
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Americas |
$ | 141 | $ | | $ | 556 | $ | 465 | ||||||||
Europe |
| | | | ||||||||||||
Asia/Pacific |
| | | 74,145 | ||||||||||||
Corporate operations |
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141 | | 556 | 74,610 | |||||||||||||
Operating Income (Loss): |
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Americas |
$ | 33,179 | $ | 27,081 | $ | 40,513 | $ | 51,450 | ||||||||
Europe |
7,274 | 21,049 | 48,745 | 81,695 | ||||||||||||
Asia/Pacific |
1,511 | (1,967 | ) | (1,627 | ) | (81,264 | ) | |||||||||
Corporate operations |
(14,405 | ) | (12,217 | ) | (44,813 | ) | (34,090 | ) | ||||||||
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27,559 | 33,946 | 42,818 | 17,791 |
QUIKSILVER, INC. AND SUBSIDIARIES
GAAP TO PRO-FORMA RECONCILIATION (UNAUDITED)
Three months ended | Nine months ended | |||||||||||||||
In thousands, except per share amounts | July 31, | July 31, | ||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Net income (loss) attributable to Quiksilver, Inc. |
$ | 12,610 | $ | 10,437 | $ | (15,115 | ) | $ | (89,156 | ) | ||||||
Restructuring charges (credits), net of tax of $204, $0, $204, and $0, respectively |
3,688 | | 7,307 | (2,118 | ) | |||||||||||
Non-cash asset impairments, net of tax of $0, $0, $32, and $0, respectively |
141 | | 524 | 74,610 | ||||||||||||
Effect of APAC tax valuation allowance |
| | | 25,980 | ||||||||||||
Non-cash interest charges, net of tax of $0, $0, $0, and $4,618, respectively |
| | | 10,691 | ||||||||||||
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Pro-forma income (loss) |
16,439 | 10,437 | (7,284 | ) | 20,007 | |||||||||||
Pro-forma income (loss) per share attributable to Quiksilver, Inc.: |
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Basic |
$ | 0.10 | $ | 0.06 | $ | (0.04 | ) | $ | 0.12 | |||||||
Diluted |
$ | 0.09 | $ | 0.06 | $ | (0.04 | ) | $ | 0.11 | |||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
164,518 | 162,822 | 163,930 | 162,198 | ||||||||||||
Diluted |
173,899 | 183,488 | 163,930 | 182,688 |
QUIKSILVER, INC. AND SUBSIDIARIES
ADJUSTED EBITDA & PRO-FORMA ADJUSTED EBITDA RECONCILIATION (UNAUDITED)
Three months ended | Nine months ended | |||||||||||||||
In thousands | July 31, | July 31, | ||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Net income (loss) attributable to Quiksilver, Inc. |
$ | 12,610 | $ | 10,437 | $ | (15,115 | ) | $ | (89,156 | ) | ||||||
Provision for income taxes |
2,508 | 8,996 | 14,913 | 49,937 | ||||||||||||
Interest expense |
14,834 | 15,663 | 45,464 | 59,727 | ||||||||||||
Depreciation and amortization |
12,312 | 12,684 | 39,437 | 40,154 | ||||||||||||
Non-cash stock-based compensation expense |
4,872 | 4,935 | 17,272 | 9,916 | ||||||||||||
Non-cash asset impairments |
141 | | 556 | 74,610 | ||||||||||||
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Adjusted EBITDA |
47,277 | 52,715 | 102,527 | 145,188 | ||||||||||||
Restructuring charges (credits) |
3,892 | | 7,511 | (2,118 | ) | |||||||||||
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Pro-forma Adjusted EBITDA |
51,169 | 52,715 | 110,038 | 143,070 |
Definition of Adjusted EBITDA:
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.
SUPPLEMENTAL EXCHANGE RATE INFORMATION
(Unaudited)
In order to better understand growth rates in our operating segments, we make reference to constant currency. Constant currency reporting improves visibility into actual growth rates as it adjusts for the effect of changing foreign currency exchange rates from period to period. Constant currency is calculated by taking the ending foreign currency exchange rate (for balance sheet items) or the average foreign currency exchange rate (for income statement items) used in translation for the current period and applying that same rate to the prior period. The following table presents revenues by segment in both historical currency and constant currency for the three months ended July 31, 2012 and 2011 (in thousands):
Americas | Europe | Asia/Pacific | Corporate | Total | ||||||||||||||||
Historical currency (as reported) |
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July 31, 2011 |
$ | 260,159 | $ | 176,438 | $ | 65,495 | $ | 1,225 | $ | 503,317 | ||||||||||
July 31, 2012 |
286,136 | 154,076 | 71,623 | 604 | 512,439 | |||||||||||||||
Percentage increase (decrease) |
10 | % | (13 | %) | 9 | % | 2 | % | ||||||||||||
Constant currency (current year exchange rates) |
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July 31, 2011 |
255,553 | 153,834 | 63,516 | 1,199 | 474,102 | |||||||||||||||
July 31, 2012 |
286,136 | 154,076 | 71,623 | 604 | 512,439 | |||||||||||||||
Percentage increase |
12 | % | 0 | % | 13 | % | 8 | % |
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