1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q /x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 1995 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 33-0199426 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1740 Monrovia Avenue Costa Mesa, California 92627 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (714) 645 - 1395 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered ------------------- --------------------- None None Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK (Title of class) 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 registrant's Common Stock, par value $.01 per share, at April 30, 1995 was 6,684,889. 2 QUIKSILVER, INC. FORM 10-Q INDEX PART I - FINANCIAL INFORMATION Page No. Item 1. Consolidated Financial Statements: Consolidated Balance Sheets April 30, 1995 (Unaudited) and October 31, 1994 .... 2 Consolidated Statements of Income (Unaudited) Three Months ended April 30, 1995 and 1994 Six Months ended April 30, 1995 and 1994 ........... 3 Consolidated Statements of Cash Flows (Unaudited) Six Months ended April 30, 1995 and 1994 ........... 5 Notes to Consolidated Financial Statements ................ 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ...... 7 Part II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders.......... 10 Item 6. Exhibits and Reports on Form 8-K ............................ 10 SIGNATURES .................................................................. 11 1 3 PART I - FINANCIAL INFORMATION Item 1. Consolidated Financial Statements QUIKSILVER, INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) April 30, October 31, (Amounts in thousands except share data) 1995 1994 - ----------------------------------------------------------------- ------------ ASSETS Current assets Cash and cash equivalents ................ $ 2,702 $ 682 Trade accounts receivable, less allowance for doubtful accounts of $2,919 (1995) and $2,202 (1994) ...................... 38,862 29,974 Other receivables ........................ 1,676 1,548 Inventories - Note 3 ..................... 25,277 21,609 Prepaid expenses ......................... 956 917 ------- ------- Total current assets ................... 69,473 54,730 Equipment, less accumulated depreciation and amortization of $6,772 (1995) and $6,194 (1994) ................................... 6,976 6,133 Trademark and consulting agreement, less accumulated amortization of $1,235 (1995) and 1,185 (1994) ......................... 1,758 1,833 Goodwill, less accumulated amortization of $2,049 (1995) and $1,899 (1994) ................. 15,912 16,209 Other assets ...................................... 1,600 1,565 ------- ------- $95,719 $80,470 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Lines of credit .......................... $14,827 $10,100 Accounts payable ......................... 6,257 5,157 Accrued liabilities ...................... 6,959 5,024 Current portion of notes payable ......... 225 390 Income taxes payable ..................... 1,931 2,412 ------- ------- Total current liabilities .............. 30,199 23,083 Notes payable ..................................... 3,420 2,449 ------- ------- Total liabilities ...................... 33,619 25,532 Stockholders' equity Preferred stock, $.01 par value, authorized shares 5,000,000; issued and outstanding shares - none .......................... -- -- Common stock, $.01 par value, authorized shares 10,000,000; issued and outstanding shares 6,684,889 (1995) and 6,521,422 (1994) 67 65 Additional paid-in-capital ............... 13,170 11,551 Retained earnings ........................ 47,883 42,727 Cumulative foreign currency translation gain ............................... 980 595 ------- -------- Total stockholders' equity ............. 62,100 54,938 ------- -------- $95,719 $80,470 ======= ======== See accompanying notes to consolidated financial statements. 2 4 QUIKSILVER, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three months ended April 30, -------------------------------- (Amounts in thousands except share data) 1995 1994 - ---------------------------------------------------------------------------- Net sales ................................ $ 47,311 $ 36,468 Cost of goods sold ....................... 28,485 22,222 ---------- ---------- Gross profit .......................... 18,826 14,246 ---------- ---------- Operating expenses: Selling, general and administrative expenses .............. 12,110 9,555 Royalty income ......................... (247) (162) Royalty expense......................... 615 63 ---------- ---------- Total operating expenses.............. 12,478 9,456 ---------- ---------- Operating income.......................... 6,348 4,790 Interest income........................... (1) -- Interest expense.......................... 398 213 Gain on foreign currency exchange......... (120) (85) Loss on foreign currency exchange......... 90 28 Other expense............................. 19 42 ---------- ---------- Income before provision for income taxes........................... 5,962 4,592 Provision for income taxes - Note 4....... 2,339 1,832 ---------- ---------- Net income ............................... $ 3,623 $ 2,760 ========== ========== Net income per common share............... $ .52 $ .42 ========== ========== Weighted average common shares and equivalents outstanding - Note 2 ... 6,996,000 6,605,000 ========== ========== See accompanying notes to consolidated financial statements. 3 5 QUIKSILVER, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Six months ended April 30, -------------------------------- (Amounts in thousands except share data) 1995 1994 - ---------------------------------------------------------------------------- Net sales ................................ $ 80,969 $ 60,762 Cost of goods sold ....................... 49,254 37,665 ---------- ---------- Gross profit .......................... 31,715 23,097 ---------- ---------- Operating expenses: Selling, general and administrative expenses .............. 22,075 16,740 Royalty income ......................... (455) (421) Royalty expense......................... 1,037 328 ---------- ---------- Total operating expenses.............. 22,657 16,647 ---------- ---------- Operating income.......................... 9,058 6,450 Interest income........................... (7) (1) Interest expense.......................... 568 309 Gain on foreign currency exchange......... (355) (118) Loss on foreign currency exchange......... 228 98 Other expense............................. 97 80 ---------- ---------- Income before provision for income taxes and cumulative effect of change in accounting for income taxes 8,527 6,082 Provision for income taxes - Note 4....... 3,373 2,414 ---------- ---------- Income before cumulative effect of change in accounting for income taxes 5,154 3,668 Cumulative effect of change in accounting for income taxes........................ -- 600 ---------- ---------- Net income ............................... $ 5,154 $ 4,268 ========== ========== Income per common share before cumulative effect of change in accounting for income taxes............. $ .74 $ .56 Cumulative effect of change in accounting for income taxes........................ -- .09 ---------- ---------- Net income per common share............... $ .74 $ .65 ========== ========== Weighted average common shares and equivalents outstanding - Note 2 ... 6,974,000 6,587,000 ========== ========== See accompanying notes to consolidated financial statements. 4 6 QUIKSILVER, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six months ended April 30, ------------------------------ (Amounts in thousands) 1995 1994 - -------------------------------------------------------------------------------- Cash flows from operating activities: Net income ........................................ $ 5,154 $ 4,268 Items in income not affecting cash: Depreciation and amortization .................. 1,099 990 Provision for losses on accounts receivable .... 246 453 Net loss on sale of fixed assets................ 25 49 Change in operating assets and liabilities: Trade accounts receivable ...................... (9,134) (13,966) Other receivables .............................. (128) (1,117) Inventories .................................... (3,668) (1,298) Prepaid expenses ............................... (39) 116 Other assets ................................... (35) 28 Accounts payable ............................... 1,100 1,812 Accrued liabilities ............................ 1,935 751 Income taxes payable ........................... (481) 178 ------- ------- Net cash used in operating activities................. (3,926) (7,736) Cash flows from investing activities: Proceeds from sales of fixed assets................. (25) (20) Capital expenditures................................ (1,566) (1,740) Goodwill............................................ (4) (3,791) -------- -------- Net cash used in financing activities ................ (1,595) (5,551) Cash flows from financing activities: Borrowings on lines of credit...................... 23,522 16,954 Payments on lines of credit........................ (18,795) (7,534) Borrowings on notes payable........................ 1,029 242 Payments on notes payable.......................... (223) (166) Proceeds from stock issued in connection with exercise of stock options ....................... 1,623 742 ------- ------- Net cash provided by financing activities............. 7,156 10,238 Effect of exchange rate changes on cash............... 385 471 ------- ------- Net increase (decrease) in cash....................... 2,020 (2,578) Cash at beginning of period .......................... 682 3,386 ------- ------- Cash at end of period ................................ $ 2,702 $ 808 ======= ======= Supplementary Cash Flow Information: Cash paid during the period for: Interest ....................................... $ 627 $ 365 Income taxes ................................... 2,900 1,885 See accompanying notes to consolidated financial statements. 5 7 QUIKSILVER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The accompanying unaudited 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 consolidated financial statements include the accounts of the parent company and subsidiaries, which are wholly- owned. 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 quarters ended April 30, 1995 and 1994. The financial statements and notes thereto should be read in conjunction with the audited financial statements and notes for the years ended October 31, 1994 and 1993. Interim results are not necessarily indicative of results for the full year due to seasonality and other factors. For foreign operations, local currencies are considered the functional currency. Assets and liabilities are translated using the exchange rates in effect at the balance sheet date. Results of operations are translated using the average exchange rates prevailing throughout the period. Translation effects are accumulated as part of the cumulative foreign currency translation gain section in stockholders' equity. Gains and losses from foreign currency transactions are included in operating results. 2. Net income per common share was computed based on the weighted average number of shares actually outstanding plus the shares that would be outstanding, using the treasury stock method, assuming the exercise of all outstanding options and warrants which were considered to be common stock equivalents. 3. Inventories consist of the following: April 30, October 31, 1995 1994 ------------ ----------- Raw Materials $10,207,000 $ 9,452,000 Work-In-Process 3,454,000 3,467,000 Finished Goods 11,616,000 8,690,000 ----------- ----------- $25,277,000 $21,609,000 =========== =========== Inventories are valued at the lower of cost (first in, first out) or market. 4. Effective November 1, 1993, the Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). This Statement changed the Company's method of accounting for income taxes from the deferred method to an asset and liability method. The cumulative effect at November 1, 1993 of adopting this new statement was the recording of a net deferred asset and an increase to net income of $600,000 for the three months ended April 30, 1994. 6 8 PART I - FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS - Three Months Ended April 30, 1995 as Compared to Three Months Ended April 30, 1994 Consolidated net sales for the second quarter increased 29.7% to $47,311,000 as compared to $36,468,000 in the same period of the prior year. Fiscal 1995 second quarter net sales, excluding Quiksilver Europe, increased 27.4% to $31,187,000 as compared to $24,482,000 in the same period of the prior year. This increase was primarily due to a greater acceptance of the Company's product lines. Fiscal 1995 second quarter net sales for Quiksilver Europe increased 34.5% to $16,124,000 as compared to $11,986,000 in the same period of the prior year. This increase was a result of a greater acceptance of the Company's product lines in Europe and a decrease in the French franc exchange rate. Consolidated gross profit margin for the second quarter increased to 39.8% as compared to 39.1% in the same period of the prior year. Fiscal 1995 second quarter gross profit margin, excluding Quiksilver Europe, increased to 36.4% as compared to 35.9% in the same period of the prior year. This increase was primarily due to cost reduction measures and improved product forecasting resulting in a reduction in closing out selected finished goods inventory at below wholesale prices. Fiscal 1995 second quarter gross profit margin for Quiksilver Europe increased to 46.3% as compared to 45.5% in the same period of the prior year. This increase was primarily due to better sourcing, lower levels of markdowns and selling directly to more accounts in selected countries as opposed to using distributors. Consolidated selling, general and administrative expense ("SG&A") for the second quarter increased 26.7% to $12,110,000 as compared to $9,555,000 in the same period of the prior year. Fiscal 1995 second quarter SG&A, excluding Quiksilver Europe, increased 19.8% to $7,798,000 as compared to $6,508,000 in the same period of the prior year. This increase was primarily due to increased sales volume. Fiscal 1995 second quarter SG&A expense for Quiksilver Europe increased 41.5% to $4,312,000 as compared to $3,047,000 in the same period of the prior year. This increase was primarily due to increased sales volume, direct selling and shipping into countries that were previously sold to by distributors and a decrease in the French franc exchange rate. Consolidated royalty income for the second quarter increased to $247,000 as compared to $162,000 in the same period of the prior year. This increase was due to increased sales of domestically licensed products. The Company receives royalty income from its Mexico, wetsuit, watch, sunglass, and outlet store licensees as well as Raisins international licensees. Consolidated royalty expense for the second quarter increased to $615,000 as compared to $63,000 in the same period of the prior year. This increase was due to increased sales by Quiksilver Europe, which, as a licensee of Quiksilver International, pay royalties pursuant to a license agreement, and to an agreement with Quiksilver International, whereby Quiksilver International provided Quiksilver Europe with a one-time reduction in royalties in the second quarter of fiscal 1994 due to the increase in sales volume and expenses from directly selling and shipping into countries which were previously sold to by distributors. Consolidated interest expense increased to $398,000 as compared to $213,000 in the same period of the prior year. This change was primarily due to a decrease in cash available for investment. Consolidated net income for the second quarter increased 31.3% to $3,623,000 or $0.52 per common share as compared to $2,760,000 or $0.42 per common share in the same period of the prior year. This increase was primarily due to increased sales and gross profit margin, partially offset by increased SG&A, royalty and interest expense. 7 9 RESULTS OF OPERATIONS - Six Months Ended April 30, 1995 as Compared to Six Months Ended April 30, 1994 Consolidated net sales for the six months increased 33.3% to $80,969,000 as compared to $60,762,000 in the same period of the prior year. Fiscal 1995 six month net sales, excluding Quiksilver Europe, increased 31.2% to $53,425,000 as compared to $40,730,000 in the same period of the prior year. This increase was primarily due to a greater acceptance of the Company's product lines. Fiscal 1995 six month net sales for Quiksilver Europe increased 37.5% to $27,544,000 as compared to $20,032,000 in the same period of the prior year. This increase was a result of a greater acceptance of the Company's product lines in Europe and a decrease in the French franc exchange rate. Consolidated gross profit margin for the six months increased to 39.2% as compared to 38.0% in the same period of the prior year. Fiscal 1995 six month gross profit margin, excluding Quiksilver Europe, increased to 36.0% as compared to 34.3% in the same period of the prior year. This increase was primarily due to cost reduction measures and improved product forecasting resulting in a reduction in closing out selected finished goods inventory at below wholesale prices. Fiscal 1995 six month gross profit margin for Quiksilver Europe decreased to 45.3% as compared to 45.6% in the same quarter of the prior year. This decrease was primarily due to higher levels of markdowns and a different mix of sales. Consolidated SG&A for the six months increased 31.9% to $22,075,000 as compared to $16,740,000 in the same period of the prior year. Fiscal 1995 six month SG&A, excluding Quiksilver Europe, increased 25.2% to $14,118,000 as compared to $11,279,000 in the same period of the prior year. This increase was primarily due to increased sales volume. Fiscal 1995 six month SG&A for Quiksilver Europe increased 45.7% to $7,957,000 as compared to $5,461,000 in the same period of the prior year. This increase was primarily a result of increased sales volume and direct selling and shipping into countries that were previously sold to by distributors and a decrease in the French franc exchange rate. Consolidated royalty income for the six months increased to $455,000 as compared to $421,000 in the same period of the prior year. This increase was due to increased sales of domestically licensed products. Consolidated royalty expense for the six months increased to $1,037,000 as compared to $328,000 in the same period of the prior year. This increase was due to increased sales by Quiksilver Europe, and to an agreement with Quiksilver International, whereby Quiksilver International provided Quiksilver Europe with a one-time reduction in royalties in the second quarter of fiscal 1994 due to the increase in sale volume and expenses from directly selling and shipping into countries which were previously sold to by distributors. Consolidated interest expense increased to $568,000 as compared to $309,000 in the same period of the prior year. This change was primarily due to a decrease in cash available for investment. Consolidated income before cumulative effect of change in accounting for income taxes for the six months increased 40.5% to $5,154,000 or $0.74 per common share as compared to $3,668,000 or $0.56 per common share in the same period of the prior year. This increase in income was primarily due to increased sales and gross profit margin, partially offset by increased SG&A, royalty and interest expense. 8 10 FINANCIAL POSITION, CAPITAL RESOURCES AND LIQUIDITY The Company finances its capital investments and seasonal working capital requirements from funds generated by its operations and bank revolving lines of credit. Working capital increased to $39,274,000 at April 30, 1995 as compared to $31,647,000 at October 31, 1994. The increase is primarily due to increased operating income. Consolidated trade accounts receivable as of April 30, 1995 increased 29.7% to $38,862,000 from $29,974,000 at October 31, 1994. Trade accounts receivable, excluding Quiksilver Europe, increased 22.1% to $23,521,000 as compared to $19,270,000 at October 31, 1994. Quiksilver Europe's trade accounts receivable increased 43.3% to $15,341,000 from $10,704,000 at October 31, 1994. These increases are in line when compared to the same period of the prior year and to the 29.7% increase in sales for the quarter over last year. Consolidated inventories as of April 30, 1995 increased 17.0% to $25,277,000 from $21,609,000 at October 31, 1994. Inventories, excluding Quiksilver Europe, increased 19.6% to $22,265,000 from $18,619,000 at October 31, 1994. Quiksilver Europe's inventories increased .7% to $3,012,000 from $2,990,000 at October 31, 1994. These increases are primarily due to increased bookings for its lines, seasonal factors and the increase in new divisions and reorder business. As the Company uses independent contractors for cutting, sewing and all other manufacturing of the Company's products domestically, and intends to continue to use independent contractors in the future, the Company has avoided significant capital expenditures. Although Quiksilver Europe cuts a significant amount of their production garments, the majority of all other manufacturing is performed by independent contractors, which allows Quiksilver Europe to also avoid significant capital expenditures. Fiscal 1995 six month capital expenditures were $1,566,000 as compared to $897,000 for the same period of the prior year. Goodwill on the Company's balance sheets as of April 30, 1995 and October 31, 1994 consists primarily of the costs in excess over net assets acquired in the Quiksilver Europe and Raisins acquisitions. To finance the Company's domestic seasonal working capital needs, the Company has available a revolving line of credit with a U.S. bank which is unsecured and which provides for a maximum financing of $20,000,000. The line of credit bears interest at 0.5% below the bank's reference rate for the first $16,000,000 drawn and at the bank's reference rate on all amounts drawn over $16,000,000. The line of credit expires April 29, 1996. The European operation also has available lines of credit, both secured and unsecured, with banks which provide for maximum financing of approximately $13,000,000. The lines of credit bear interest at 0.8% to 1.5% above the banks reference rates. The Company believes its current cash balance and current lines of credit are adequate to cover its seasonal working capital requirements for the foreseeable future. Effective, November 1, 1994, the Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). This Statement changed the Company's method of accounting for income taxes from the deferred method to an asset and liability method. The effect of initially adopting SFAS 109 was accounted for as a cumulative effect of an accounting change and resulted in an increase in earnings for the first quarter of fiscal 1994 of $600,000. In recent years, certain customers of the Company have experienced financial difficulties, including the filing of reorganization proceedings under bankruptcy laws. The Company has not incurred significant losses outside the normal course of business as a result of the financial difficulties of these customers. While management believes that allowances for doubtful accounts at April 30, 1995 are adequate, the Company continually monitors developments regarding its major customers. Additional material financial difficulties encountered by these or other significant customers could have an adverse impact on the Company's financial position or results of operations. However, in management's opinion, there are adequate alternative retail customers such that the loss of any customer known to have financial difficulties will not have a significant long-term negative impact on the Company's future operations. 9 11 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security-Holders The Company's Annual Meeting of Stockholders was held on March 24, 1995. At the Annual Meeting, the following directors were elected to serve on the Company's Board of Directors until the next Annual Meeting and until their respective successors are elected and qualified: Votes Votes Broker For Against Abstentions No Votes --- ------- ----------- -------- Robert B. McKnight, Jr. 5,364,371 146,126 0 0 Randall L. Herrel, Sr. 5,364,971 146,126 0 0 William M. Barnum, Jr. 5,464,371 46,726 0 0 Charles E. Crowe 5,364,671 146,426 0 0 Michael H. Gray 5,466,771 44,326 0 0 Robert G. Kirby 5,466,671 44,426 0 0 Tom Roach 5,464,334 46,763 0 0 The Company's stockholders also approved a proposal to amend the Company's Stock Option Plan to increase the maximum aggregate number of shares of Common Stock available for issuance granted pursuant to the Plan from 1,100,000 shares to 1,420,000 shares. With respect to the proposal to amend the Company's Stock Option Plan, there were 5,115,800 votes cast for the proposal, 385,386 votes cast against the proposal, 9,911 abstentions and no broker no-votes. No other matters were voted on at the Annual Meeting. Item 6 Exhibits and Reports on Form 8K (a) Exhibits 10.1 Quiksilver Stock Option Plan, as amended March 24, 1995 10.2 Indemnity Agreement between William M. Barnum, Jr. and Registrant dated May 1, 1995 10.3 Indemnity Agreement between Michael H. Gray and Registrant dated May 1, 1995 10.4 Indemnity Agreement between Tom Roach and Registrant dated May 1, 1995 27.0 Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter. 10 12 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 thereunto duly authorized. QUIKSILVER, INC., a Delaware Corporation June 12, 1995 Randall L. Herrel, Sr. ----------------------------------------- Randall L. Herrel, Sr. President, Chief Operating Officer and Secretary June 12, 1995 Bert G. Fenenga ----------------------------------------- Bert G. Fenenga Senior Vice President, Chief Financial Officer and Treasurer 11 13 EXHIBIT INDEX Exhibit Sequentially Number Description Numbered - ------- ----------- -------- 10.1 Quiksilver, Inc. Stock, Option Plan, as amended March 24, 1995 10.2 Indemnity Agreement between William M. Barnum, Jr. and Registrant dated May 1, 1995 10.3 Indemnity Agreement between Michael H. Gray and Registrant dated May 1, 1995 10.4 Indemnity Agreement between Tom Roach and Registrant dated May 1, 1995 27.0 Financial Data Schedule 12