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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 July 31, 2002
 
    OR
 
[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-15131

QUIKSILVER, INC.

(Exact name of registrant as specified in its charter)
     
Delaware
(State or other jurisdiction of
incorporation or organization)
  33-0199426
(I.R.S. Employer
Identification Number)

15202 Graham Avenue
Huntington Beach, California
92649

(Address of principal executive offices)
(Zip Code)

(714) 889-2200
(Registrant’s 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 [   ]

The number of shares outstanding of issuer’s Common Stock,
par value $0.01 per share, at
September 6, 2002 was
23,647,306

 


TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risks
PART II — OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8K.
SIGNATURE
CERTIFICATIONS
EXHIBIT INDEX
EXHIBIT 10.1
EXHIBIT 10.2
EXHIBIT 99.1
EXHIBIT 99.2


Table of Contents

QUIKSILVER, INC.

FORM 10-Q

INDEX

           
PART I - FINANCIAL INFORMATION   Page No.
   
 
Item 1. Financial Statements (Unaudited):
       
 
 
Condensed Consolidated Balance Sheets
July 31, 2002 and October 31, 2001
    2  
 
 
Condensed Consolidated Statements of Income
Three Months Ended July 31, 2002 and 2001
    3  
 
 
Condensed Consolidated Statements of Income
Nine Months Ended July 31, 2002 and 2001
    4  
 
 
Condensed Consolidated Statements of Comprehensive Income
Nine Months Ended July 31, 2002 and 2001
    4  
 
 
Condensed Consolidated Statements of Cash Flows
Nine Months Ended July 31, 2002 and 2001
    5  
 
 
Notes to Condensed Consolidated Financial Statements
    6  
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
    10  
 
Item 3. Quantitative and Qualitative Disclosures About Market Risks
    14  
 
Part II — OTHER INFORMATION
       
 
Item 6. Exhibits and Reports on Form 8K
    15  
 
SIGNATURE
    15  
 
CERTIFICATIONS
    16  

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Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

QUIKSILVER, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

                       
          July 31,   October 31,
          2002   2001
         
 
ASSETS
Current assets:
               
 
Cash and cash equivalents
  $ 26,195,000     $ 5,002,000  
 
Trade accounts receivable, less allowance for doubtful accounts of $5,434,000 (2002) and $6,280,000 (2001)
    165,675,000       155,879,000  
 
Other receivables
    8,183,000       6,427,000  
 
Inventories
    93,316,000       107,562,000  
 
Prepaid expenses and other current assets
    17,079,000       13,379,000  
 
   
     
 
     
Total current assets
    310,448,000       288,249,000  
Property and equipment, less accumulated depreciation and amortization of $45,045,000 (2002) and $34,469,000 (2001)
    67,881,000       61,453,000  
Trademarks
    51,128,000       45,911,000  
Goodwill
    19,182,000       18,929,000  
Other assets
    4,856,000       4,196,000  
 
   
     
 
     
Total assets
  $ 453,495,000     $ 418,738,000  
 
   
     
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
Current liabilities:
               
 
Lines of credit
  $ 43,571,000     $ 66,228,000  
 
Accounts payable
    46,600,000       40,554,000  
 
Accrued liabilities
    33,861,000       24,898,000  
 
Current portion of long-term debt
    30,996,000       24,153,000  
 
   
     
 
     
Total current liabilities
    155,028,000       155,833,000  
Long-term debt
    43,074,000       46,311,000  
 
   
     
 
     
Total liabilities
    198,102,000       202,144,000  
 
   
     
 
Stockholders’ equity
               
 
Preferred stock, $.01 par value, authorized shares — 5,000,000; issued and outstanding shares — none
           
 
Common stock, $.01 par value, authorized shares — 45,000,000; issued and outstanding shares — 24,365,255 (2002) and 23,890,283 (2001)
    243,000       239,000  
 
Additional paid-in capital
    59,706,000       52,706,000  
 
Treasury stock, 721,300 shares
    (6,778,000 )     (6,778,000 )
 
Retained earnings
    206,841,000       181,447,000  
 
Accumulated other comprehensive loss
    (4,619,000 )     (11,020,000 )
 
   
     
 
     
Total stockholders’ equity
    255,393,000       216,594,000  
 
   
     
 
     
Total liabilities and stockholders’ equity
  $ 453,495,000     $ 418,738,000  
 
   
     
 

See notes to condensed consolidated financial statements.

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QUIKSILVER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

                     
        Three months ended July 31,
       
        2002   2001
       
 
Net sales
  $ 173,962,000     $ 155,259,000  
Cost of goods sold
    104,691,000       96,381,000  
 
   
     
 
 
Gross profit
    69,271,000       58,878,000  
 
   
     
 
Operating expenses:
               
 
Selling, general and administrative expense
    53,835,000       44,887,000  
 
Royalty income
    (1,082,000 )     (1,397,000 )
 
   
     
 
   
Total operating expenses
    52,753,000       43,490,000  
 
   
     
 
Operating income
    16,518,000       15,388,000  
Interest expense
    2,039,000       2,514,000  
Foreign currency loss (gain)
    234,000       (272,000 )
Other expense
    108,000       149,000  
 
   
     
 
Income before provision for income taxes
    14,137,000       12,997,000  
Provision for income taxes
    5,292,000       5,042,000  
 
   
     
 
Net income
  $ 8,845,000     $ 7,955,000  
 
   
     
 
Net income per share
  $ 0.38     $ 0.34  
 
   
     
 
Net income per share, assuming dilution
  $ 0.36     $ 0.33  
 
   
     
 
Weighted average common shares outstanding
    23,527,000       23,131,000  
 
   
     
 
Weighted average common shares outstanding, assuming dilution
    24,682,000       24,279,000  
 
   
     
 

See notes to condensed consolidated financial statements.

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QUIKSILVER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

                   
      Nine months ended July 31,
     
      2002   2001
     
 
Net sales
  $ 505,737,000     $ 445,290,000  
Cost of goods sold
    308,554,000       271,515,000  
 
   
     
 
 
Gross profit
    197,183,000       173,775,000  
 
   
     
 
Operating expenses:
               
 
Selling, general and administrative expense
    152,587,000       127,637,000  
 
Royalty income
    (3,689,000 )     (3,871,000 )
 
   
     
 
Total operating expenses
    148,898,000       123,766,000  
 
   
     
 
Operating income
    48,285,000       50,009,000  
Interest expense
    6,754,000       8,178,000  
Foreign currency loss (gain)
    596,000       (409,000 )
Other expense
    323,000       382,000  
 
   
     
 
Income before provision for income taxes
    40,612,000       41,858,000  
Provision for income taxes
    15,218,000       16,216,000  
 
   
     
 
Net income
  $ 25,394,000     $ 25,642,000  
 
   
     
 
Net income per share
  $ 1.09     $ 1.12  
 
   
     
 
Net income per share, assuming dilution
  $ 1.04     $ 1.06  
 
   
     
 
Weighted average shares outstanding
    23,346,000       22,884,000  
 
   
     
 
Weighted average shares outstanding, assuming dilution
    24,348,000       24,084,000  
 
   
     
 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

                   
      Nine months ended July 31,
     
      2002   2001
     
 
Net income
  $ 25,394,000     $ 25,642,000  
Other comprehensive gain (loss):
               
 
Foreign currency translation adjustment
    6,776,000       958,000  
 
Net unrealized loss on derivative instruments, net of tax
    (375,000 )     (772,000 )
 
   
     
 
Comprehensive income
  $ 31,795,000     $ 25,828,000  
 
   
     
 

See notes to condensed consolidated financial statements.

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QUIKSILVER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

                         
            Nine months ended July 31,
           
            2002   2001
           
 
Cash flows from operating activities:
               
 
Net income
  $ 25,394,000     $ 25,642,000  
 
   
     
 
 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
               
   
Depreciation and amortization
    11,252,000       10,175,000  
   
Provision for doubtful accounts
    3,963,000       3,143,000  
   
Loss on sale of fixed assets
          22,000  
   
Foreign currency gain
    (1,444,000 )     (266,000 )
   
Interest accretion
    1,486,000       1,179,000  
   
Changes in operating assets and liabilities:
               
     
Trade accounts receivables
    (6,988,000 )     (14,563,000 )
     
Other receivables
    (1,736,000 )     553,000  
     
Inventories
    17,658,000       (35,234,000 )
     
Prepaid expenses and other current assets
    (2,930,000 )     (1,637,000 )
     
Other assets
    (478,000 )     (385,000 )
     
Accounts payable
    4,910,000       (2,687,000 )
     
Accrued liabilities
    6,254,000       (1,477,000 )
     
Income taxes payable
    2,360,000       6,332,000  
 
   
     
 
       
Net cash provided by (used in) operating activities
    59,701,000       (9,203,000 )
Cash flows from investing activities:
               
 
Proceeds from sales of fixed assets
          81,000  
 
Capital expenditures
    (15,151,000 )     (13,192,000 )
 
   
     
 
       
Net cash used in investing activities
    (15,151,000 )     (13,111,000 )
Cash flows from financing activities:
               
 
Borrowings on lines of credit
    5,980,000       68,084,000  
 
Payments on lines of credit
    (30,637,000 )     (46,732,000 )
 
Borrowings on long-term debt
    2,325,000       2,887,000  
 
Payments on long-term debt
    (8,356,000 )     (8,006,000 )
 
Proceeds from stock option exercises
    4,457,000       5,824,000  
 
   
     
 
       
Net cash (used in) provided by financing activities
    (26,231,000 )     22,057,000  
Effect of exchange rate changes on cash
    2,874,000       (267,000 )
 
   
     
 
Net increase (decrease) in cash and cash equivalents
    21,193,000       (524,000 )
Cash and cash equivalents, beginning of period
    5,002,000       2,298,000  
 
   
     
 
Cash and cash equivalents, end of period
  $ 26,195,000     $ 1,774,000  
 
   
     
 
Supplementary cash flow information -
               
 
Cash paid during the period for:
               
   
Interest
  $ 4,810,000     $ 6,695,000  
 
   
     
 
   
Income taxes
  $ 12,640,000     $ 9,243,000  
 
   
     
 
Non-cash investing and financing activity -
               
 
Deferred purchase price obligation
  $ 5,310,000     $ 4,267,000  
 
   
     
 

See notes to condensed consolidated financial statements.

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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.
 
     The Company, in its opinion, has included all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the results of operations for the three and nine months ended July 31, 2002 and 2001. 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, 2001 included in the Company’s 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.    Inventories
 
     Inventories consist of the following:

                 
    July 31,   October 31,
    2002   2001
   
 
Raw Materials
  $ 13,493,000     $ 21,325,000  
Work-In-Process
    5,884,000       8,138,000  
Finished Goods
    73,939,000       78,099,000  
 
   
     
 
 
  $ 93,316,000     $ 107,562,000  
 
   
     
 

3.    Segment Information
 
     The Company operates exclusively in the consumer products industry in which the Company designs, produces and distributes clothing, accessories and related products. Operating results of the Company’s various product lines have been aggregated because of their common characteristics and their reliance on shared operating functions.
 
     Information related to domestic and European operations is as follows:

                     
        Three Months Ended July 31,
       
        2002   2001
       
 
Net sales to unaffiliated customers:
               
 
Domestic
  $ 107,316,000     $ 101,510,000  
 
Europe
    66,646,000       53,749,000  
 
   
     
 
   
Consolidated
  $ 173,962,000     $ 155,259,000  
 
   
     
 
Gross profit:
               
 
Domestic
  $ 39,698,000     $ 36,369,000  
 
Europe
    29,573,000       22,509,000  
 
   
     
 
   
Consolidated
  $ 69,271,000     $ 58,878,000  
 
   
     
 
Operating income:
               
 
Domestic
  $ 10,879,000     $ 10,709,000  
 
Europe
    5,639,000       4,679,000  
 
   
     
 
   
Consolidated
  $ 16,518,000     $ 15,388,000  
 
   
     
 

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        Nine Months Ended July 31,
       
        2002   2001
       
 
Net sales to unaffiliated customers:
               
 
Domestic
  $ 308,358,000     $ 290,477,000  
 
Europe
    197,379,000       154,813,000  
 
   
     
 
   
Consolidated
  $ 505,737,000     $ 445,290,000  
 
   
     
 
Gross profit:
               
 
Domestic
  $ 108,529,000     $ 106,390,000  
 
Europe
    88,654,000       67,385,000  
 
   
     
 
   
Consolidated
  $ 197,183,000     $ 173,775,000  
 
   
     
 
Operating income:
               
 
Domestic
  $ 25,613,000     $ 32,640,000  
 
Europe
    22,672,000       17,369,000  
 
   
     
 
   
Consolidated
  $ 48,285,000     $ 50,009,000  
 
   
     
 
Identifiable assets:
               
 
Domestic
  $ 275,938,000     $ 289,514,000  
 
Europe
    177,557,000       128,147,000  
 
   
     
 
   
Consolidated
  $ 453,495,000     $ 417,661,000  
 
   
     
 

4.    Derivatives
 
     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, and to fluctuations in interest rates related to its variable rate debt. 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 Company’s consolidated financial statements due to the translation of the operating results and financial position of the Company’s 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. In addition, interest rate swaps are used to manage the Company’s exposure to the risk of fluctuations in interest rates.
 
     For all qualifying cash flow hedges, the changes in the fair value of the derivatives are recorded in other comprehensive income. Other derivatives, which do not qualify for hedge accounting but are used by management to mitigate exposure to currency risks, are marked to fair value with corresponding gains or losses recorded in earnings. As of July 31, 2002, the Company was hedging forecasted transactions expected to occur in the following ten months. Assuming exchange rates at July 31, 2002 remain constant, $112,000 of losses related to hedges of these transactions are expected to be reclassified into earnings over the next ten months. Also included in accumulated other comprehensive income for the nine months ended July 31, 2002 is a $437,000 net charge related to cash flow hedges of the Company’s long-term, which is denominated in Australian dollars and matures through fiscal 2005, and the fair value of interest rate swaps, totaling $1,021,000, related to the Company’s long-term debt that are denominated in US dollars and mature through fiscal 2007.

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     On the date the Company enters into a derivative contract, management designates the derivative as a hedge of the identified exposure. The Company formally documents all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for entering into various hedge transactions. 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 it is determined 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. During the nine months ended July 31, 2002, the Company reclassified into earnings a net gain of $12,000 resulting from the expiration, sale, termination, or exercise of derivative contracts. Additionally, a loss of $421,000 was recognized during the nine months ended July 31, 2002 for changes in the value of derivatives that were marked to market value.
 
     The Company enters into forward exchange and other derivative contracts with major banks and is exposed to credit 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 obtain collateral or other security to support the contracts.
 
     A summary of derivative contracts is as follows:

                         
    July 31, 2002
   
    Notional           Fair
    Amount   Maturity   Value
   
 
 
British pounds
  $ 36,984,000     Aug 2002 - May 2003   $ 1,007,000  
U.S. dollars
    43,000,000     Aug 2002 - May 2003     (2,433,000 )
Australian dollars
    26,020,000     Sept 2002 - Sept 2005     36,000  
Interest rate swaps
    43,596,000     Nov 2003 - Jan 2007     (1,703,000 )
 
   
             
 
 
  $ 149,600,000             $ (3,093,000 )
 
   
             
 

3.    Intangible Assets
 
     Effective November 1, 2001, the Company adopted SFAS No. 142, “Goodwill and Intangible Assets”, which revises the accounting for purchased goodwill and intangible assets. Under SFAS No. 142, goodwill and intangible assets with indefinite lives are no longer amortized, but are tested for impairment annually and also in the event of an impairment indicator. The Company completed the required transitional impairment test and determined that no impairment loss was necessary. Any subsequent impairment losses will be reflected in operating income. With the adoption of SFAS No. 142, the Company discontinued amortization of goodwill and certain trademarks that were determined to have an indefinite life. Had amortization of goodwill and these trademarks not been recorded in the three and nine months ended July 31, 2001, net income would have increased by $636,000 and $1,891,000, respectively, net of taxes, and diluted earnings per share would have increased by $0.02 and $0.08, respectively.
 
     A summary of goodwill and trademarks is as follows:

                                 
    July 31, 2002   October 31, 2001
   
 
    Gross           Gross        
    Carrying   Accumulated   Carrying   Accumulated
    Amount   Amortization   Amount   Amortization
   
 
 
 
Goodwill
  $ 26,129,000     $ (6,947,000 )   $ 25,817,000     $ (6,888,000 )
Non-amortizable trademarks
    54,136,000       (4,666,000 )     48,821,000       (4,619,000 )
Amortizable trademarks
    1,963,000       (305,000 )     1,920,000       (211,000 )
 
   
     
     
     
 
 
  $ 82,228,000     $ (11,918,000 )   $ 76,558,000     $ (11,718,000 )
 
   
     
     
     
 

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     Changes to goodwill from October 31, 2001 are due to foreign exchange fluctuations. The change in non-amortizable trademarks is due primarily to an increase in the deferred purchase price payment for the Quiksilver International aquisition.
 
     Certain intangible assets will continue to be amortized by the Company using estimated useful lives of 10 to 25 years and no residual values. Intangible amortization expense for the three and nine month periods ended July 31, 2002 was $32,000 and $95,000, respectively and is estimated to be, based on amortizable intangible assets at July 31, 2002, approximately $127,000 for fiscal 2002. Annual amortization expense, based on the Company’s amortizable intangible assets at July 31, 2002, is estimated to be approximately $127,000 in each of the fiscal years ending October 31, 2003 through 2007.

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PART I — FINANCIAL INFORMATION

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Company operates exclusively in the consumer products industry in which the Company designs, produces and distributes clothing, accessories and related products. These markets are highly competitive, and the Company’s ability to evaluate and respond to changing consumer demands and tastes is critical to its success. Shifts in consumer preferences could have a negative affect on companies that misjudge these preferences. The Company’s historical success is due, in part, to the development of an experienced team of designers, artists, sponsored athletes, merchandisers, pattern makers, and cutting and sewing contractors that it believes has helped it remain in the forefront of design in the areas in which it competes. The Company’s future success will depend, in part, on its continued ability to design products that are acceptable to the marketplace, and there can be no assurance of the Company’s ability to do so. The consumer products industry is fragmented, and in order to retain and/or grow it’s market share, the Company must continue to be competitive in the areas of quality, brand image, distribution methods, price, customer service, and intellectual property protection.

Critical Accounting Policies

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. In doing so, the Company must make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the balance sheet dates and the reported amounts of revenue and expense during the reporting periods. Actual results could be significantly different from these estimates. The Company believes that the following discussion addresses the Company’s most significant accounting policies, which are the most critical to aid in fully understanding and evaluating the Company’s reported financial results.

Revenue Recognition

Sales are recognized upon the transfer of title and risk of ownership to customers. Generally, the Company extends credit to its customers and does not require collateral. The Company’s payment terms range from net-30 to net-90, depending on the country or whether the Company sells directly to retailers in the country or to a distributor. None of the Company’s sales agreements with any of its customers provide for any rights of return by the customer. However, returns are approved on a case-by-case basis at the Company’s sole discretion to protect its image. Allowances for estimated returns are provided when sales are recorded, and related losses have historically been within management’s expectations.

Accounts Receivable

It is not uncommon for some of the Company’s customers to have financial difficulties from time to time. This is normal given the wide variety of the Company’s account base, which includes small surf shops, medium-sized retail chains, and some large department store chains. Throughout the year, the Company performs credit evaluations of its customers and adjusts credit limits based on payment history and the customer’s current creditworthiness. The Company continuously monitors its collections and maintains a reserve for estimated credit losses based upon the Company’s historical experience and any specific customer collection issues that have been identified. Historically, the Company’s losses have been consistent with its estimates, but there can be no assurance that the Company will continue to experience the same credit loss rates that it has experienced in the past. Unforeseen, material financial difficulties of the Company’s customers could have an adverse impact on the Company’s profits.

Inventories

Inventories are valued at the cost to purchase and/or manufacture the product or the current estimated market value of the inventory, whichever is lower. The Company regularly reviews its inventory quantities on hand and records a provision for excess and obsolete inventory based primarily on the Company’s estimated forecast of product demand and market value. Demand for the Company’s products could fluctuate significantly, which was evident in the aftermath of September 11th. Factors that could negatively affect demand for the Company’s products include weakening economic conditions, further terrorist acts or threats, unanticipated changes in consumer preferences, reduced customer confidence in the retail market, and unseasonable weather, among other things. Certain of these factors could also interrupt the production and/or importation of the Company’s products or otherwise increase the cost of products. As a result, the Company’s operations and financial performance could be negatively affected. Additionally,

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management’s 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.

Foreign Currency Translation

A significant portion of the Company’s sales are generated by Quiksilver Europe, which operates with the euro as its functional currency. Quiksilver Europe generates sales in the United Kingdom that are denominated in British Pounds and sources product in U.S. dollars, both of which result in exposure to gains and losses that could occur from fluctuations in foreign exchange rates. The Company also has other foreign currency obligations related to its acquisition of Quiksilver International. Assets and liabilities of the Company denominated in foreign currencies are translated at the rate of exchange on the balance sheet date. Revenues and expenses are translated using the average exchange rate for the period. Gains and losses from translation of foreign subsidiary financial statements are included in accumulated other comprehensive loss.

As part of the Company’s overall strategy to manage its level of exposure to the risk of fluctuations in foreign currency exchange rates, the Company and its subsidiaries enter into various foreign exchange contracts generally in the form of forward contracts. For all contracts that qualify as cash flow hedges, the changes in the fair value of the derivatives are recorded in other comprehensive income. Other derivatives, which do not qualify for hedge accounting but are used by management to mitigate exposure to currency risks, are marked to fair value with corresponding gains or losses recorded in earnings.

Three Months Ended July 31, 2002 Compared to Three Months Ended July 31, 2001

Net sales for the three months ended July 31, 2002 increased 12.0% to $173,962,000 from $155,259,000 in the comparable period of the prior year. Domestic net sales for the three months ended July 31, 2002 increased 5.7% to $107,316,000 from $101,510,000 in the comparable period of the prior year, and European net sales increased 24.0% to $66,646,000 from $53,749,000 for those same periods. As measured in euros, Quiksilver Europe’s functional currency, net sales in the current year’s quarter increased 12.0% compared to the prior year. Domestic men’s sales increased 6.5% to $61,190,000 from $57,430,000 in the comparable period of the prior year, while domestic women’s sales increased 5.8% to $43,419,000 from $41,047,000. In the domestic division, sales of snowboards, boots and bindings amounted to $2,707,000 in the current year’s quarter compared to $3,033,000 in the prior year. The increase in domestic men’s sales came from the Quiksilver Young Mens, Boys, Quiksilveredition, Hawk and Fidra divisions. The domestic women’s sales increase came from the Roxy division. In Europe, men’s sales increased 15.1% to $48,070,000 from $41,762,000, while women’s sales increased 55.0% to $18,576,000 from $11,987,000. The European men’s sales increase came from the Quiksilver Young Mens, Boys and Gotcha divisions. The European women’s sales increase came from the Roxy division. These comparisons of sales in Europe were positively impacted by the weaker dollar in comparison to the prior year. As measured in euros, men’s sales increased 4.0% and women’s sales increased 40.0%.

The gross profit margin for the three months ended July 31, 2002 increased to 39.8% from 37.9% in the comparable period of the prior year. The domestic gross profit margin increased to 37.0% from 35.8% in the comparable period of the prior year, while the European gross profit margin increased to 44.4% from 41.9% for those same periods. The increase in the domestic gross profit margin resulted primarily from higher profit margins on sales of the Company’s end-of-season inventories compared to the prior year. In Europe, the gross profit margin increased primarily due to lower production costs.

Selling, general and administrative expense (“SG&A”) for the three months ended July 31, 2002 increased 19.9% to $53,835,000 from $44,887,000 in the comparable period of the prior year. Domestic SG&A increased 11.6% to $31,896,000 from $28,593,000 in the comparable period of the prior year, and European SG&A increased 34.6% to $21,939,000 from $16,294,000 for those same periods. The increase in both domestic and European SG&A was primarily due to higher personnel and other costs related to increased sales volume. SG&A increased as a percentage of sales due primarily to the operating costs of additional Company-owned retail stores.

Royalty income for the three months ended July 31, 2002 totaled $1,082,000 compared to royalty income of $1,397,000 in the comparable period of the prior year. Royalties from Japan and other territories declined in comparison to the pervious year due primarily to the timing of shipments.

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Interest expense for the three months ended July 31, 2002 decreased 18.9% to $2,039,000 from $2,514,000 in the comparable period of the prior year. This decrease was due primarily to lower average balances on the Company’s domestic debt.

The effective income tax rate for the three months ended July 31, 2002, which is based on current estimates of the annual effective income tax rate, decreased to 37.4% from 38.8% in the comparable period of the prior year. This improvement resulted primarily from the effect of adopting SFAS 142 and discontinuing the amortization of goodwill and certain trademarks having indefinite lives.

As a result of the above factors, net income for the three months ended July 31, 2002 increased 11.2% to $8,845,000 or $0.36 per share on a diluted basis from $7,955,000 or $0.33 per share on a diluted basis in the comparable period of the prior year. Basic net income per share increased to $0.38 for the three months ended July 31, 2002 from $0.34 in the comparable period of the prior year.

Nine Months Ended July 31, 2002 Compared to Nine Months Ended July 31, 2001

Net sales for the nine months ended July 31, 2002 increased 13.6% to $505,737,000 from $445,290,000 in the comparable period of the prior year. Domestic net sales for the nine months ended July 31, 2002 increased 6.2% to $308,358,000 from $290,477,000 in the comparable period of the prior year, and European net sales increased 27.5% to $197,379,000 from $154,813,000 for those same periods. As measured in euros, Quiksilver Europe’s net sales in the first nine months of the current year increased 25.1% compared to the prior year. Domestic men’s sales increased 6.9% to $164,166,000 from $153,575,000 in the comparable period of the prior year, while domestic women’s sales increased 6.4% to $139,739,000 from $131,291,000. In the domestic division, sales of snowboards, boots and bindings amounted to $4,453,000 in the current year’s nine-month period compared to $5,611,000 in the prior year. The domestic men’s sales increase came from the Quiksilver Young Mens, Quiksilveredition and Fidra divisions. The domestic women’s sales increase came from both the Roxy and Raisins divisions. In Europe, men’s sales increased 19.5% to $145,939,000 from $122,095,000, while women’s sales increased 57.2% to $51,440,000 from $32,718,000. The European men’s sales increase came from the Quiksilver Young Mens, Boys and Gotcha divisions. The European women’s sales increase came from the Roxy division. These comparisons of sales in Europe were positively impacted somewhat by the weaker dollar in comparison to the prior year. As measured in euros, men’s sales increased 17.4%, and women’s sales increased 53.9%.

The gross profit margin for the nine months ended July 31, 2002 of 39.0% is consistent with the comparable period of the prior year. The domestic gross profit margin decreased to 35.2% from 36.6%, while the European gross profit margin increased to 44.9% from 43.5% for those same periods. The decrease in the domestic gross profit margin resulted primarily from lower profit margins on sales of the Company’s end-of-season inventories in the first six months of the fiscal year compared to the prior year. In Europe, the gross profit margin increased primarily due to lower production costs.

SG&A for the nine months ended July 31, 2002 increased 19.5% to $152,587,000 from $127,637,000 in the comparable period of the prior year. Domestic SG&A increased 12.4% to $92,357,000 from $82,149,000 in the comparable period of the prior year, and European SG&A increased 32.4% to $60,230,000 from $45,488,000 for those same periods. The increase in both domestic and European SG&A was primarily due to higher personnel and other costs related to increased sales volume. SG&A increased as a percentage of sales due primarily to the operating costs of additional company-owned retail stores.

Royalty income for the nine months ended July 31, 2002 totaled $3,689,000 compared to royalty income of $3,871,000 in the comparable period of the prior year. Strength from the Company’s domestic and Australian licensees partially offset weakness from licensees in other territories that have been affected by lower tourism.

Interest expense for the nine months ended July 31, 2002 decreased 17.4% to $6,754,000 from $8,178,000 in the comparable period of the prior year. This decrease was due primarily to lower average balances on the Company’s domestic debt and lower domestic interest rates compared to the previous year.

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The effective income tax rate for the nine months ended July 31, 2002, which is based on current estimates of the annual effective income tax rate, decreased to 37.5% from 38.7% in the comparable period of the prior year. This improvement resulted primarily from the effect of adopting SFAS 142 and discontinuing the amortization of goodwill and certain trademarks having indefinite lives.

As a result of the above factors, net income for the nine months ended July 31, 2002 decreased 1.0% to $25,394,000 or $1.04 per share on a diluted basis from $25,642,000 or $1.06 per share on a diluted basis in the comparable period of the prior year. Basic net income per share decreased to $1.09 for the nine months ended July 31, 2002 from $1.12 in the comparable period of the prior year.

Financial Position, Capital Resources and Liquidity

The Company finances its capital investments and seasonal working capital requirements with funds generated by operations and its bank revolving lines of credit.

Net cash provided by operating activities for the nine months ended July 31, 2002 was $59,701,000 compared to net cash used in operating activities of $9,203,000 in the comparable period of the prior year. This $68,904,000 increase in cash provided by operating activities was primarily due to the cash provided by a $22,568,000 decrease in inventories net of changes in accounts payable for the nine months ended July 31, 2002. In the comparable period of the prior year, an increase in inventories net of changes in accounts payable used $37,921,000 of cash.

For the nine months ended July 31, 2002, capital expenditures totaled $15,151,000, which is 14.8% higher than the $13,192,000 in the comparable period of the prior year. These investments include company-owned Boardriders Clubs and ongoing investments in computer and warehouse equipment.

In connection with the Company’s acquisition of Quiksilver International effective July 2000, the Company will make a deferred purchase price payment in September 2002. Such payment is expected to total approximately $20,700,000 and will be funded out of existing cash balances and/or the Company’s domestic line of credit. This obligation is included in the Company’s July 31, 2002 balance sheet as current portion of long-term debt.

During the nine months ended July 31, 2002, net cash used in financing activities totaled $26,231,000, down significantly from the $22,057,000 provided in the comparable period of the prior year. The Company’s borrowings were reduced as a result of the increase in cash provided by operating activities during the nine months ended July 31, 2002.

Cash and cash equivalents increased to $26,195,000 at July 31, 2002 from $5,002,000 at October 31, 2001, while working capital increased $23,004,000 or 17.4% to $155,420,000 from $132,416,000 for that same period. The Company believes its current lines of credit are adequate to cover its seasonal working capital and other requirements for the foreseeable future and that increases in its lines of credit can be obtained as needed to fund future growth.

Accounts receivable increased 6.3% to $165,675,000 at July 31, 2002 from $155,879,000 at October 31, 2001. Domestic accounts receivable decreased 2.6% to $85,094,000 at July 31, 2002 from $87,398,000 at October 31, 2001, and European accounts receivable increased 17.7% to $80,581,000 from $68,481,000 for that same period. Domestic accounts receivable decreased 2.7% compared to July 31, 2001, while European accounts receivable increased 30.4% compared to July 31, 2001. After adjusting for the effects of changes in foreign currency exchange rates, these changes in accounts receivable are generally consistent with the changes in net sales.

Consolidated inventories decreased 13.2% to $93,316,000 at July 31, 2002 from $107,562,000 at October 31, 2001. Domestic inventories decreased 35.2% to $54,390,000 from $83,887,000 at October 31, 2001, and European inventories increased 64.4% to $38,926,000 from $23,675,000 for that same period. The Company decreased domestic inventories while increasing sales primarily as a result of buying less product in advance of the current and upcoming selling seasons. European inventories increased approximately $4,000,000 due to fluctuations in foreign currency exchange rates. Domestic inventories decreased 41.8% compared to July 31, 2001, while European inventories increased 21.2% compared to July 31, 2001. On a constant dollar basis, the increase in European inventories is approximately 8.0%.

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New Accounting Pronouncements

In August 2001, the Financial Accounting Standards Board issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, which supersedes previous guidance on financial accounting and reporting for the impairment or disposal of long-lived assets and for segments of a business to be disposed of. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001. The Company does not expect the adoption of SFAS No. 144 to have a significant impact on the Company’s financial position or results of operations. However, future impairment reviews may result in charges against earnings to write down the value of long-lived assets.

In August 2002, the Financial Accounting Standards Board issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”, which requires that costs associated with exit or disposal activities be recognized when they are incurred rather than at the date of a commitment to an exit or disposal plan. The Company must apply SFAS No. 146 prospectively to exit or disposal activities initiated after December 31, 2002. If the Company initiates exit or disposal activities after that date, SFAS No.146 will affect the timing of the recognition of the related costs. Management does not expect the adoption of this standard to have a significant impact on the Company’s financial position or results of operations.

See Note 5 to the Company’s financial statements for the impact of the adoption of SFAS No. 142.

Item 3. Quantitative and Qualitative Disclosures About Market Risks

The Company’s foreign currency risks are discussed in the Company’s Annual Report on Form 10-K for the year ended October 31, 2001 in Item 7a.

Quiksilver Europe’s statements of income are translated from euros into U.S. dollars at average exchange rates in effect during the reporting period. When the euro strengthens compared to the U.S. dollar, there is a positive effect on Quiksilver Europe’s results as reported in the Company’s Consolidated Financial Statements. Conversely, when the U.S. dollar strengthens, there is a negative effect.

European net sales increased 12.0% in euros during the three months ended July 31, 2002 compared to the three months ended July 31, 2001. As measured in U.S. dollars and reported in the Company’s financial statements, European net sales increased 24.0% as a result of a weaker U.S. dollar versus the euro in comparison to the prior year. Thus far in the Company’s fourth quarter, the dollar continues to be weaker relative to the euro in comparison to the prior year.

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PART II — OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8K.

     (a)  Exhibits

     
10.1   Amended and Restated Revolving Credit and Term Loan Agreement dated June 28, 2002
 
10.2   Certificate of Amendment of Restated Certificate of Incorporation of Quiksilver, Inc. dated September 11, 2002
 
99.1   Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
 
99.2   Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002

     (b)  Reports on Form 8-K
          
       No reports on Form 8-K were filed during the quarter ended July 31, 2002.

SIGNATURE

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
 
 
September 13, 2002   /s/ Steven L. Brink
 
  Steven L. Brink
Chief Financial Officer and Treasurer
(Principal Accounting Officer)

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CERTIFICATIONS

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 quarterly 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 quarterly report; and
 
        3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report.

     
Date: September 13, 2002   /s/ Robert B. McKnight
   
    Robert B. McKnight
Chairman of The Board and
Chief Executive Officer

I, Steven L. Brink, certify that:

        1.    I have reviewed this quarterly report on Form 10-Q of Quiksilver, Inc.;
 
        2.    Based on my knowledge, this quarterly 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 quarterly report; and
 
        3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report.

     
Date: September 13, 2002   /s/ Steven L. Brink
   
    Steven L. Brink
Chief Financial Officer and Treasurer

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EXHIBIT INDEX

     
Exhibit    
No.   Description

 
 
10.1
  Amended and Restated Revolving Credit and Term Loan Agreement dated June 28, 2002
 
10.2
  Certificate of Amendment of Restated Certificate of Incorporation of Quiksilver, Inc. dated September 11, 2002
 
99.1
  Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
 
99.2
  Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002