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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-K
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(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED OCTOBER 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-15131
QUIKSILVER, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
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<S> <C>
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)
</TABLE>
Registrant's telephone number, including area code: (714) 645-1395
Securities registered pursuant to Section 12(b) of the Act:
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TITLE OF NAME OF EACH EXCHANGE
EACH CLASS ON WHICH REGISTERED
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<S> <C>
None None
</TABLE>
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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of Registrant's Common Stock held by
non-affiliates of the Registrant as of December 31, 1995 was $218,037,000 based
on the number of shares outstanding on such date and a last sale price for the
Common Stock on such date of $34.1875 as reported on the NASDAQ National Market
System.
As of December 31, 1995, there were 6,795,938 shares of the Registrant's
Common Stock issued and outstanding.
PART III is incorporated by reference from the Registrant's definitive
Proxy Statement for its 1996 Annual Meeting of Stockholders to be filed with the
Commission within 120 days of October 31, 1995.
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TABLE OF CONTENTS
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PAGE
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PART I
Item 1. BUSINESS................................................................... 1
Introduction............................................................... 1
Products................................................................... 1
Product Design............................................................. 2
Promotion and Advertising.................................................. 2
Customers and Sales........................................................ 3
Seasonality................................................................ 4
Production and Raw Materials............................................... 4
Imports and Import Restrictions............................................ 5
Trademark License Agreements............................................... 5
Competition................................................................ 6
Employees.................................................................. 6
Research and Development................................................... 6
Environmental Matters...................................................... 6
Acquisitions............................................................... 6
Item 2. PROPERTIES................................................................. 7
Item 3. LEGAL PROCEEDINGS.......................................................... 7
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS......................... 7
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.................................................................... 7
Item 6. SELECTED FINANCIAL DATA.................................................... 8
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS................................................................. 8
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................................ 12
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE................................................................. 12
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT......................... 12
Item 11. EXECUTIVE COMPENSATION..................................................... 12
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT............. 12
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................. 12
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON
FORM 8-K................................................................... 13
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE............ 14
SIGNATURES............................................................................. 29
EXHIBIT INDEX
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<PAGE> 3
PART I
ITEM 1. BUSINESS
References to the "Registrant" or the "Company" are to Quiksilver, Inc., a
Delaware corporation, unless the context indicates otherwise.
INTRODUCTION
The Company designs, arranges for the manufacture of, and distributes
casual sportswear, beachwear and snowboardwear primarily for young men and boys
under various labels, including; "Quiksilver", "Roxy", "Pirate Surf" and "Que".
The Company's products for domestic sales are made primarily in the U.S.A. and
sold at approximately 7,800 surf shop, specialty store, and selected department
store locations. The Company's products for European sales are made primarily in
Europe and India and sold at approximately 2,000 surf shop, specialty store, and
selected department store locations. The Company's clothing is distinguished by
its youthful styling, innovative design, and quality of workmanship. Effective
November 1, 1993, the Company acquired substantially all the assets of The
Raisin Company, Inc., ("Raisins") and all of the stock of ATI Apparel Trade
International ("ATI"), the holder of the international rights to the "Raisins"
trademarks (see "Item 1. Acquisitions"). In fiscal 1991, the Company acquired Na
Pali, S.A. ("Quiksilver Europe"), a privately held French company that holds the
license to market
"Quiksilver" products in Europe. The Company was incorporated in California in
1976 and was reincorporated in Delaware in 1986.
PRODUCTS
The Company was originally formed for the purpose of selling "Quiksilver"
swimwear, or "boardshorts", in the United States. Since that time, the Company
has expanded its product lines to include shirts, walkshorts, t-shirts, fleece,
pants, jackets, accessories, and snowboardwear. In fiscal 1991, the Company
added junior swimwear sold under the "Roxy" label and young men's clothing under
the "Pirate Surf" label to its product lines. In fiscal 1992, the Company added
men's sportswear sold under the "Que" label and, beginning in fiscal 1994, the
Company added the junior swimwear labels "Raisins", "Leilani Jones" and "Radio
Fiji" through its acquisition of The Raisin Company, Inc. (see "Item 1.
Acquisitions"). The following table shows the approximate percentage of
worldwide sales attributable to each of the Company's major products during
fiscal 1995, 1994, and 1993.
<TABLE>
<CAPTION>
PERCENTAGE OF SALES
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PRODUCTS 1995 1994 1993
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<S> <C> <C> <C>
T-Shirts........................................... 22% 20% 17%
Shirts............................................. 17% 20% 25%
Shorts (boardshorts and walkshorts)................ 14% 16% 24%
Juniors............................................ 12% 12% 1%
Fleece............................................. 10% 9% 6%
Accessories........................................ 8% 6% 5%
Jackets............................................ 6% 6% 6%
Snowboardwear/Skiwear.............................. 5% 6% 7%
Pants.............................................. 5% 4% 6%
Other.............................................. 1% 1% 3%
--- --- ---
Total......................................... 100% 100% 100%
=== === ===
</TABLE>
Although the Company's products are generally available throughout the
year, most are sold by season, with shorts, t-shirts and juniors sold primarily
during the spring and summer seasons, and pants, shirts, fleece, jackets and
snowboardwear sold primarily during the fall and holiday seasons.
1
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The Company believes that the typical domestic retail prices for its
products range from approximately $15 for a t-shirt and $34 for a typical short
to $230 for a snowboard jacket. Additionally, the Company believes that the
typical retail prices for its Quiksilver European products range from
approximately $30 for a t-shirt and $60 for a typical short to $180 for a
snowboard jacket.
PRODUCT DESIGN
The Company's products, most of which are designed by the Company, are
distinguished by youthful styling, innovative design and quality of workmanship.
The Company's management is actively involved in product design. Design concepts
are primarily based on the Company's own research, development and design
activities. The Company has an agreement with Quiksilver International Pty.,
Ltd., an Australian company ("Quiksilver International"), to share samples and
patterns for new products sold under the "Quiksilver" name by the Company and
licensees of Quiksilver International located in Argentina, Australia, Brazil,
Canada, Chile, Indonesia, Japan, New Zealand, South Africa, South Korea and
Turkey.
PROMOTION AND ADVERTISING
The Company's strategy is to promote an image associated with surfing, and
boardriding activities. The Company believes the "Quiksilver" image and
reputation for quality and style has facilitated, and will continue to
facilitate, the introduction and acceptance of new products.
Members of the Company's management and many of its sales representatives
are involved in surfing, snowboarding and other sporting activities which the
Company believes enhance the "Quiksilver" image and provide valuable insights
into product design.
To promote the Company's image and products, the Company advertises in
magazines such as "Surfer", "Surfing", and "Snowboarding" in the United States
and "Wind" and "Surf Session" in Europe. The Company also sponsors professional
surfers, snowboarders and windsurfers, both on a national and international
basis. The Company actively promotes its image and products among teenagers and
young adults. It has formed a Quiksilver Team comprised of teenagers throughout
the United States who are generally recognized as among the most accomplished
surfers in their high school or community. Quiksilver Europe sponsors young
surfers as well. The Company also participates in trade shows which are held
throughout the United States and Europe.
The Company and Quiksilver International are parties to an agreement
whereby the Company pays Quiksilver International $280,000 a year to promote the
"Quiksilver" name and logo worldwide through December 1996. The Company also
pays Quiksilver International a promotional fee equal to 1% of Quiksilver
Europe's net sales. These promotional fees have historically been used by
Quiksilver International to sponsor an international team of leading surfers,
windsurfers and snowboarders, produce promotional movies and videos featuring
surfers, windsurfers and snowboarders wearing "Quiksilver" products, and
organize and fund surfing and windsurfing contests worldwide. Trademark
protection for the "Quiksilver" name and logo, as well as the Company's other
labels and logos, continue for so long as the Company can show continued use.
The Company believes that trademark protection of its names and logos is
important for the Company's business.
The Company believes that its future success will be dependent on its
ability, among other things, to continue to promote products consistent with its
image, maintain an image which is viewed as attractive among the retail
purchasers of its products, and anticipate and respond to changing consumer
demands and tastes.
2
<PAGE> 5
CUSTOMERS AND SALES
The Company's policy is to sell to customers who merchandise the Company's
products in a manner consistent with the Company's image and the quality of its
products. Sales of "Quiksilver" products were initially made exclusively to surf
shops. The Company later expanded its customer base to include specialty stores
and upscale department stores. During fiscal 1995, the Company's products were
sold to customers in approximately 9,800 locations worldwide. Of the Company's
consolidated net sales for fiscal 1995, approximately 89% resulted from sales to
surf shops, specialty stores and all other non-department store accounts and 11%
resulted from sales to department stores. In fiscal 1994, sales to surf shops,
specialty stores and non-department stores accounted for approximately 88% of
the Company's net sales while sales to department stores equaled approximately
12%.
The Company currently sells its products to a number of department stores,
including Macy's (northern California), Nordstrom, the Broadway (southern
California and Arizona), Robinson's/May (southern California), Burdines
(Florida), The Bon (northwest) and Liberty House (Hawaii) in the United States;
and Le Printemps and Galeries Lafayette in France and Harrods and Lillywhites in
Great Britian.
During fiscal 1995, approximately 13% of the Company's consolidated net
sales were made to the Company's ten largest customers. No single customer
accounted for more than 3% of the Company's consolidated net sales during fiscal
1995. Quiksilver Europe accounted for 33% of the Company's consolidated net
sales during fiscal 1995. Fiscal 1995 foreign sales (primarily to Central and
South America) from the U.S. were less than 6% of total net sales.
Sales of the Company's products are made by 109 independent sales
representatives and sub-representatives in the United States and Europe and four
distributors in Europe. The Company's sales representatives are generally
compensated on a commission basis. Of the Company's domestic net sales during
fiscal 1995, approximately 54% resulted from sales to customers located on the
west coast of the United States, approximately 21% resulted from sales to
customers located on the east coast of the United States (primarily Florida, New
Jersey, New York and North Carolina), approximately 6% resulted from sales to
customers in Hawaii, and approximately 19% resulted from sales to customers
located in other areas of the United States. Of the Company's European net sales
during fiscal 1995, approximately 51% resulted from sales to customers located
in France, 9% in Germany, 8% in England, 7% in Spain, 3% in Belgium, 3% in
Switzerland, 3% in Holland, 3% in Portugal, 3% in Italy, with the remaining
approximately 10% spread throughout other countries.
The Company generally sells its products to domestic customers on a net-30
to 60 day basis and in Europe on a net-30 to 90 day basis depending on the
country and whether the Company sells directly into the country or to a
distributor. The Company has no cooperative advertising programs with its
customers and generally does not reimburse its customers for marketing expenses
such as fixtures and signs. The Company does not generally participate in markup
or markdown programs with its customers nor does it offer goods on consignment.
For additional information regarding the Company's revenues, operating
profits and identifiable assets attributable to the Company's domestic and
foreign operations, see Note 11 of the "Notes to Consolidated Financial
Statements".
3
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SEASONALITY
The Company's net sales fluctuate from quarter to quarter, as exemplified
by the quarterly consolidated net sales set forth below for fiscal years 1995,
1994 and 1993.
<TABLE>
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CONSOLIDATED NET SALES (UNAUDITED)
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1995 1994 1993
------------------- ------------------- ------------------
FISCAL QUARTER ENDING AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
--------------------- -------- ------- -------- ------- ------- -------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
January 31..................... $ 33,658 19.5% $ 24,294 19.3% $19,039 20.1%
April 30....................... 47,311 27.4 36,468 28.9 28,501 30.1
July 31........................ 42,738 24.7 29,169 23.1 22,355 23.6
October 31..................... 49,080 28.4 36,240 28.7 24,745 26.2
-------- ----- -------- ----- ------- -----
Total..................... $172,787 100.0% $126,171 100.0% $94,640 100.0%
======== ===== ======== ===== ======= =====
</TABLE>
Sales are subject to seasonal fluctuations as a result of the Company's
product mix.
PRODUCTION AND RAW MATERIALS
For its domestic operations, the Company hires independent contractors
located primarily in southern California to manufacture its clothing and
accessories. During fiscal 1995, offshore production for such operations
accounted for approximately 17% of clothing and accessories produced. For its
European operations, the Company hires independent contractors located primarily
in France, Portugal, China, Italy and Morocco to manufacture the majority of its
clothing and accessories.
In general, the Company provides patterns and fabric to independent cutting
contractors to begin the production process. After the fabric is cut, it passes
through various processes which may include sewing, washing, dyeing,
embroidering and screening. These processes occur in different orders based on
the design and style of the product. The Company's quality control inspectors
and production managers monitor the quality of the goods from the initial
receiving of raw materials through the various processing stages until the
completed garment is delivered to the Company's distribution centers. No formal
contractual obligations exist between the Company and its independent
manufacturing contractors.
Goods are manufactured and processed on an order-by-order basis. During
fiscal 1995, no single sewing contractor produced more than approximately 13% of
the Company's consolidated garment production. The Company believes that
numerous qualified contractors are available to provide additional capacity on
an as-needed basis. The Company believes it enjoys a favorable ongoing
relationship with its independent manufacturing contractors.
During fiscal 1995, approximately 87% of the Company's consolidated raw
material fabric/trim purchases, and 98% of its domestic raw material fabric/trim
purchases, consisted of materials made in the United States. The remaining raw
material fabric/trim was purchased either directly from sources in Japan,
France, India, Hong Kong and the United Kingdom; or from suppliers located in
the United States who had acquired some of their products from foreign sources.
No single fabric supplier accounted for more than 9% of the Company's
consolidated expenditures for raw material purchases during that period.
Although the Company does not have any formal long-term arrangements with
its suppliers, it believes it has established solid working relationships over
many years with vendors that the Company believes are financially stable and
reputable. As the Company has grown, it believes that appropriate and sufficient
planning has been performed to ensure that current suppliers can provide
increased levels of raw materials as required by production demands. In
addition, alternate and/or backup suppliers are researched, tested, and added as
needed. To date, the Company has not experienced, nor does it anticipate any
significant difficulties in satisfying its raw materials require-
4
<PAGE> 7
ments. However, in the event of any unanticipated substantial disruption of the
Company's relationship with its key existing raw materials suppliers, there
could be a short-term adverse effect on the Company's operations.
The Company attempts to keep only enough finished product in stock to meet
sales commitments and anticipated orders and reorders on a seasonal basis. In
the United States, the Company believes that it is capable of being responsive
to its customers' continually changing needs because it primarily utilizes local
contractors that can produce garments in six to eight weeks versus non-domestic
contractors who typically require between eight and fourteen weeks. While
Quiksilver Europe produces a higher percentage of garments outside of France,
the Company believes it has sufficient production facilities and contractors in
France to respond to customers' needs.
IMPORTS AND IMPORT RESTRICTIONS
The Company has for some time imported finished goods and raw materials for
its domestic operations under multilateral and bilateral trade agreements
between the United States and a number of foreign countries, including Hong
Kong, India and Japan. These agreements impose quotas on the amount and type of
textile and apparel products which can be imported into the United States from
the affected countries. The Company does not anticipate that these restrictions
will materially or adversely affect its operations since it would be able to
meet its needs domestically or from countries not affected by the restrictions
on an annual basis.
Quiksilver Europe operates in the European Economic Community ("EEC") among
which there are few trade barriers. Quiksilver Europe also sells to 6 other
countries united in another trade union which has some restrictions on imports
of textile products and their sources. For production, Quiksilver Europe
operates under constraints imposed on imports of finished goods and raw
materials from outside the EEC including quotas and duty charges. The Company
does not anticipate that these restrictions will materially or adversely impact
its operations since it has always operated under such constraints and the trend
in Europe is toward unification.
TRADEMARK LICENSE AGREEMENTS
The Company owns all rights to use the "Quiksilver" name, logo, and
trademark in the United States, Puerto Rico and Mexico. The Company has licensed
its rights to use the "Quiksilver" name, logo, and trademark in Mexico in
exchange for royalties of 4.50% of net sales after Mexican taxes. Additionally,
the Company has licensed its right to use the "Quiksilver" name and logo on
watches, sunglasses and wetsuits in exchange for royalties of 7%, 7% and 4% of
net sales, respectively, which expire between 1997 and 2002.
In 1992, the Company entered into a European trademark license and
manufacturing agreement (the "Trademark Agreement") with Quiksilver
International. The Trademark Agreement, which superseded a previously existing
agreement, provides that the Company can sell products under the "Quiksilver"
trademark and trade name through 2012 in the territories covered by the
Trademark Agreement (primarily western Europe). In consideration of the rights
granted under the Trademark Agreement, the Company pays to Quiksilver
International a royalty, on a monthly basis as follows:
(a) For any year in which Quiksilver Europe's net sales total 150,000,000
French francs (approximately $30,575,000 at October 31, 1995) or less,
the total royalty is 4% of net sales for that year, up to a maximum
royalty of 4,500,000 French francs (approximately $917,000 at October
31, 1995) and;
(b) For any year in which Quiksilver Europe's net sales total greater than
150,000,000 French francs, the total royalty is 4,500,000 French francs
plus an amount equal to 3% of Quiksilver Europe's net sales for that
year in excess of 150,000,000 French francs.
5
<PAGE> 8
The Trademark Agreement also requires the Company to pay a quarterly
promotional fee of 1% of Quiksilver Europe's net sales to Quiksilver
International.
COMPETITION
The market for beachwear, snowboardwear and casual sportswear is
competitive. In the Company's markets, the principal competitors include
companies such as Billabong, Rusty and Stussy in the United States and Oxbow,
Chimsee and O'Neill in Europe. The Company believes that it has revenues and
capital resources approximately equal to or greater than most of its competitors
in its market.
In the snowboardwear market, the Company believes that no single
snowboardwear competitor is dominant. However, the Company believes its revenues
from snowboardwear are substantially below many of its competitors in the
snowboardwear market.
The Company's ability to evaluate and respond to changing consumer demands
and tasks is critical to its success. The Company believes that consumer
acceptance depends on product, image, design, fit and quality, and,
consequently, has developed an experienced staff of designers, artists,
merchandisers, pattern makers, and cutting and sewing contractors which the
Company believes has helped the Company remain in the forefront of design in the
areas in which it competes. The Company believes, however, that its continued
success will depend on its ability to promote its image and to design products
acceptable to the marketplace.
EMPLOYEES
On October 31, 1995, the Company employed an aggregate of approximately 454
persons worldwide, of whom approximately 270 were production, operations and
shipping employees, approximately 170 served in administrative or clerical
capacities and 14 served in executive capacities. None of the Company's
employees are represented by a union and the Company has never experienced a
work stoppage. The Company considers its working relationships with its
employees to be good.
RESEARCH AND DEVELOPMENT
During the last three fiscal years, the Company did not incur any material
research and development expenses.
ENVIRONMENTAL MATTERS
During the last three fiscal years, compliance with environmental laws and
regulations did not have a significant impact on the Company's capital
expenditures, earnings or competitive position. The Company does not anticipate
that it will incur any material capital expenditures for environmental control
facilities during the next fiscal year.
ACQUISITIONS
Effective November 1, 1993, the Company acquired substantially all of the
assets of The Raisin Company, Inc. ("Raisins") and the stock of ATI Apparel
Trade International ("ATI") for a purchase price of $4,136,000 consisting of
$3,459,000 in cash and the assumption of $677,000 in liabilities. The Company
also agreed to pay the sellers up to 28.8% of the earnings before taxes of
Raisins and ATI, contingent on the achievement of certain earnings goals through
October 31, 1996. The acquisition of Raisins and ATI was accounted for as a
purchase and approximately $4,429,000 was recorded as goodwill which is being
amortized over 30 years.
6
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ITEM 2. PROPERTIES
The Company's executive offices and production and warehouse facilities
occupy approximately 150,000 square feet of space in five buildings located in
Orange County, California and approximately 107,000 square feet of space in
eight buildings in France. The leases for the Orange County facilities expire on
various dates (including option periods) through the year 1999. The majority of
the buildings in France are owned and the Company will take title to the
buildings on various dates through 2004. The aggregate monthly rental payment
for rented facilities is approximately $75,000. Although the Company believes
that its present facilities will be adequate for its immediately foreseeable
business needs, the Company is currently investigating alternative facilities.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any material litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's Common Stock is included on the NASDAQ National Market System
under the symbol "QUIK." The following table reflects the high and low sales
prices of the Company's Common Stock, as reported by the NASDAQ National Market
System, for the two most recent fiscal years.
<TABLE>
<CAPTION>
HIGH LOW
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<S> <C> <C>
Fiscal 1995
4th Quarter ended October 31, 1995.............................. $31 3/4 $25
3rd Quarter ended July 31, 1995................................. 28 1/2 19 3/8
2nd Quarter ended April 30, 1995................................ 22 3/8 15 1/4
1st Quarter ended January 31, 1995.............................. 18 1/8 14
Fiscal 1994
4th Quarter ended October 31, 1994.............................. $17 7/8 $10 1/8
3rd Quarter ended July 31, 1994................................. 14 1/2 9 3/4
2nd Quarter ended April 30, 1994................................ 16 1/2 12 1/4
1st Quarter ended January 31, 1994.............................. 15 3/4 10 1/2
</TABLE>
The Company has reinvested earnings in the business and has never paid a
cash dividend. At the present time, no change to this practice is under
consideration. The payment of cash dividends in the future will be determined by
the Board of Directors in light of conditions then existing, including the
Company's earnings, financial requirements and condition, opportunities for
reinvesting earnings, business conditions and other factors. In addition, under
the Company's line of credit agreement, the Company must obtain the bank's prior
consent to purchase, redeem or retire any capital stock.
The number of holders of record of the Company's Common Stock was
approximately 410 on December 31, 1995.
7
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ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth certain selected financial data regarding
the Company which is qualified by reference to, and should be read in
conjunction with, the consolidated financial statements and notes thereto (see
"Index to Consolidated Financial Statements and Financial Statement Schedule"
and "Item 7, Management's Discussion and Analysis of Financial Condition and
Results of Operations"). The income statement, per share and balance sheet data
presented below have been derived from the Company's consolidated financial
statements. The Company's consolidated financial statements as of October 31,
1995 and 1994 and for each of the three years in the period ended October 31,
1995 included herein have been audited by Deloitte & Touche LLP, the Company's
independent auditors, as indicated in their report included elsewhere herein.
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
------------------------------------------------------
1995(1) 1994(1) 1993(1) 1992 1991
-------- -------- ------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales.............................. $172,787 $126,171 $94,640 $89,319 $97,059
Income before provision for income
taxes................................ 16,836 11,756 7,631 890 10,906
Net income............................. $ 10,012 $ 7,738 $ 4,431 $ 371 $ 6,444
PER SHARE DATA:
Net income per common share............ $ 1.45 $ 1.16 $ .69 $ .05 $ 1.02
Weighted average common shares and
equivalents outstanding.............. 6,882 6,648 6,438 6,965(2) 6,289
Dividends declared per common share.... -- -- -- -- --
BALANCE SHEET DATA:
Total assets........................... $ 99,168 $ 80,470 $58,648 $53,162 $51,200
Current ratio(3)....................... 2.74 2.41 3.32 3.48 3.84
Working capital........................ $ 46,902 $ 32,567 $26,737 $24,545 $24,588
Short-term debt........................ 8,264 10,490 1,495 199 181
Long-term debt......................... 3,297 2,449 2,079 2,479 2,492
Stockholders' equity................... $ 68,938 $ 54,938 $45,030 $40,787 $40,059
</TABLE>
- ---------------
(1) The Company's consolidated financial statements include Quiksilver Europe
from February 1, 1991 forward and Raisins from November 1, 1993 forward (see
"Item 1. Acquisitions").
(2) Primary weighted average common shares and equivalents outstanding include
common shares contingently issuable in connection with certain earnout
provisions of the Quiksilver Europe acquisition.
(3) Current ratio is computed by dividing current assets by current liabilities.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
consolidated financial statements and notes thereto. All information is based on
the Company's fiscal years ended October 31, 1995, 1994 and 1993.
RESULTS OF OPERATIONS
Fiscal 1995 vs. Fiscal 1994
Consolidated net sales for fiscal 1995 increased 36.9% to $172,787,000 as
compared to $126,171,000 in fiscal 1994. Fiscal 1995 net sales, excluding
Quiksilver Europe, increased 31.8% to
8
<PAGE> 11
$114,935,000 as compared to $87,172,000 in fiscal 1994. This increase was a
result of a greater acceptance of the Company's product lines and better
sell-throughs. Fiscal 1995 net sales for Quiksilver Europe increased 48.3% to
$57,852,000 as compared to $38,999,000 in fiscal 1994. This increase was a
result of expanded product lines and a greater acceptance of the Company's
product lines in Europe.
The consolidated gross profit margin for fiscal 1995 was 38.2% as compared
to 37.7% in fiscal 1994. Fiscal 1995 and fiscal 1994 gross profit margin,
excluding Quiksilver Europe, remained flat at 34.6%. Domestic Quiksilver gross
profit margin improved primarily due to cost cutting measures and improved
product forecasting. Fiscal 1995 gross profit margin for Quiksilver Europe was
45.5% as compared to 44.8% in fiscal 1994. This increase was primarily due to
better product sourcing, lower inventory markdowns and an increase in direct
sales to retailers as opposed to using distributors. Direct sales typically
result in higher profit margins to the European Operations.
Consolidated selling, general and administrative expense ("SG&A") increased
33.7% in fiscal 1995 to $46,810,000 as compared to $35,014,000 in fiscal 1994.
Fiscal 1995 SG&A, excluding Quiksilver Europe, increased 24.4% to $28,755,000 as
compared to $23,121,000 in fiscal 1994. This increase was primarily attributable
to increased sales volume. Fiscal 1995 SG&A for Quiksilver Europe increased
51.8% to $18,055,000 from $11,893,000 in fiscal 1994. This increase was a result
of increased sales volume and costs associated with selling directly to
retailers in certain countries that were previously handled by distributors.
Consolidated royalty income for fiscal 1995 increased 14.8% to $1,053,000
as compared to $917,000 in fiscal 1994. This increase was due to increased sales
of domestically licensed products. The Company receives royalty income from its
Mexican, wetsuit, watch, sunglass and outlet store licensees. Consolidated
royalty expense for fiscal 1995 increased 109.4% to $2,153,000 as compared to
$1,028,000 in fiscal 1994. This increase was due to an increase in sales volume
in addition to an agreement with Quiksilver International, whereby Quiksilver
International provided Quiksilver Europe a one-time reduction in royalties in
fiscal 1994 due to the increase in sales volume and expenses from directly
selling and shipping into countries which were previously handled by
distributors.
Consolidated interest income for fiscal 1995 decreased to $11,000 as
compared to $44,000 in fiscal 1994. Consolidated interest expense for fiscal
1995 increased 54.8% to $1,150,000 as compared to $743,000 in fiscal 1994. These
changes were due to the decrease in cash available for investment and a higher
level of borrowings against the Company's lines of credit.
Consolidated income before cumulative effect of accounting change for
fiscal 1995 increased 40.3% to $10,012,000 or $1.44 per fully diluted common
share as compared to $7,138,000 or $1.06 per fully diluted common share in
fiscal 1994. The increase in income before cumulative effect of accounting
change for fiscal 1995 as compared to fiscal 1994 was due primarily to increased
sales and gross profit margin, and to a lesser extent leveraging of SG&A,
partially offset by increased royalty and interest expense, as discussed above.
Fiscal 1994 vs. Fiscal 1993
Consolidated net sales for fiscal 1994 increased 33.3% to $126,171,000 as
compared to $94,640,000 in fiscal 1993. Fiscal 1994 net sales, excluding
Quiksilver Europe, increased 41.1% to $87,172,000 as compared to $61,791,000 in
fiscal 1993. This increase was a result of a greater acceptance of the Company's
product lines, better sell-throughs and the acquisition of Raisins in November
1993. Fiscal 1994 net sales for Quiksilver Europe increased 18.7% to $38,999,000
as compared to $32,849,000 in fiscal 1993. This increase was a result of
expanded product lines and a greater acceptance of the Company's product lines
in Europe.
The consolidated gross profit margin for fiscal 1994 was 37.7% as compared
to 35.6% in fiscal 1993. Fiscal 1994 gross profit margin, excluding Quiksilver
Europe, was 34.6% as compared to
9
<PAGE> 12
31.1% in fiscal 1993. This increase was primarily attributable to cost cutting
measures, improved product forecasting resulting in a reduction in fiscal 1994
in closing out selected finished goods inventory at below wholesale prices and
the addition of Raisins, which generally has higher average margins. Fiscal 1994
gross profit margin for Quiksilver Europe was 44.8% as compared to 43.9% in
fiscal 1993. This increase was primarily due to better product sourcing, lower
inventory markdowns and selling directly to retailers as opposed to using
distributors. Direct sales typically result in higher profit margins to
Quiksilver Europe.
Consolidated SG&A increased 36.3% in fiscal 1994 to $35,014,000 as compared
to $25,684,000 in fiscal 1993. Fiscal 1994 SG&A, excluding Quiksilver Europe,
increased 38.2% to $23,121,000 as compared to $16,728,000 in fiscal 1993. This
increase was primarily attributable to the addition of Raisins and, to a lesser
extent, increased sales volume. Fiscal 1994 SG&A for Quiksilver Europe increased
32.8% to $11,893,000 from $8,956,000 in fiscal 1993. This increase was a result
of increased sales volume and costs associated with selling directly to
retailers in certain countries that were previously handled by distributors.
Consolidated royalty income for fiscal 1994 increased 67.9% to $917,000 as
compared to $546,000 in fiscal 1993. This increase was due to increased sales of
domestically licensed products. The Company receives royalty income from its
Mexican, wetsuit, watch, sunglass and outlet store licensees. Consolidated
royalty expense for fiscal 1994 decreased 12.9% to $1,028,000 as compared to
$1,180,000 in fiscal 1993. This decrease was primarily due to an agreement with
Quiksilver International, whereby Quiksilver International provided Quiksilver
Europe a one-time reduction in royalties due to the increase in sales volume and
expenses from directly selling and shipping into countries which were previously
handled by distributors.
Consolidated interest income for fiscal 1994 decreased to $44,000 as
compared to $351,000 in fiscal 1993. Consolidated interest expense for fiscal
1994 increased to $743,000 as compared to $276,000 in fiscal 1993. These changes
were due to the decrease in cash available for investment and a higher level of
borrowings against the Company's lines of credit.
Consolidated income before cumulative effect of accounting change for
fiscal 1994 increased 61.1% to $7,138,000 or $1.06 per fully diluted common
share as compared to $4,431,000 or $0.69 per fully diluted common share in
fiscal 1993. This increase was due primarily to increased sales and gross profit
margin, and to a lesser extent lower royalty expense along with increased
royalty income, as discussed above.
Inflation
The modest rate of inflation over the past few years has had an
insignificant impact on the Company's sales and profitability.
Financial Position, Capital Resources and Liquidity
The Company finances its capital investments and seasonal working capital
requirements from funds generated by its operations and from bank revolving
lines of credit. In November, 1993, the Company used funds generated from
operations and its credit facilities to acquire the assets of Raisins (see "Item
1. Acquisitions"). In January 1995, the Company disbursed approximately $293,000
in cash to the former shareholders of Raisins pursuant to the terms of an
earnout agreement.
Working capital increased to $46,902,000 at October 31, 1995 as compared to
$32,567,000 at October 31, 1994. The increase in fiscal 1995 from fiscal 1994 is
primarily due to increased operating income.
Consolidated trade accounts receivable as of October 31, 1995 increased
27.8% to $38,308,000 from $29,974,000 at the same time last year. Trade accounts
receivable, excluding Quiksilver Europe, increased 32.4% to $25,519,000 as of
October 31, 1995 from $19,270,000 at the same time
10
<PAGE> 13
last year. Quiksilver Europe's trade accounts receivable increased 19.5% to
$12,789,000 from $10,704,000 at the same time last year. These increases were
primarily due to increased sales. The Company's accounts receivable average
collection period remained relatively stable at 72 days in fiscal 1995 as
compared to 73 days in fiscal 1994.
Consolidated inventories as of October 31, 1995 increased 31.2% to
$28,355,000 from $21,609,000 at the same time last year. Inventories, excluding
Quiksilver Europe, increased 20.8% to $22,496,000 as of October 31, 1995 from
$18,619,000 at the same time last year. This increase in inventory levels both
domestically and in Europe is primarily due to the Company's desire to meet
anticipated future demand for its products. Quiksilver Europe's inventories
increased 96.0% to $5,859,000 from $2,990,000 at the same time last year. This
increase is due to Quiksilver Europe bringing more inventory into its facilities
sooner in order to meet shipping dates, in addition to the aforementioned
reason. Inventory turnover remained relatively constant at 4.3 turns in fiscal
1995 as compared to 4.5 turns in fiscal 1994.
As the Company uses independent contractors for cutting, sewing and all
other manufacturing of the Company's products, and intends to continue to use
independent contractors in the future, the Company has avoided significant
capital expenditures. Fiscal 1995 capital expenditures were $2,598,000, as
compared to $2,873,000 for fiscal 1994.
Goodwill on the Company's balance sheets as of October 31, 1995 and 1994
consists primarily of the costs in excess of net assets acquired in the
Quiksilver Europe and Raisins acquisitions.
To finance the Company's seasonal working capital needs, the Company has
available a $20,000,000 unsecured revolving line of credit with a U.S. bank. As
of October 31, 1995, the Company had $6,857,000 outstanding under the line of
credit. The unsecured 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. This line of credit expires April 30,
1996. Quiksilver Europe also has available lines of credit, both secured and
unsecured, with French banks which provide for maximum financing of
approximately $16,600,000. The lines of credit bear interest at 0.7% to 1.0%
above the French banks' reference rates. As of October 31, 1995, Quiksilver
Europe had drawn $1,174,000 under its lines of credit. The Company anticipates
the renewal of its current credit facilities as they expire. 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.
The Company's short-term cash needs are generally covered by its operating
activities and borrowings on its credit facilities. The Company has not
committed to any material capital expenditures nor other investing activities
during fiscal 1996, although the Company will continue to purchase selected
capital equipment from time to time and within its normal course of business.
In recent years, certain customers of the Company have experienced
financial difficulties, including filing for reorganization proceedings under
bankruptcy laws. In the past, 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 October 31, 1995 are adequate, the Company carefully 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.
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. Under the deferred method,
annual income tax expense is matched with pretax accounting income by providing
deferred taxes at current rates for timing differences between the
11
<PAGE> 14
determination of net income for financial reporting and tax purposes. Under the
asset and liability method, deferred tax assets and liabilities are established
for temporary differences between the financial reporting basis and the tax
basis of the Company's assets and liabilities at tax rates expected to be in
effect when such assets or liabilities are realized or settled. 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.
Due to Quiksilver Europe selling in various European countries and
collecting at future dates in the customers' local currencies, the Company may
incur gains or losses resulting from changes in foreign currency exchange rates.
When deemed appropriate, management may undertake hedging positions to reduce
its exposure to these exchange fluctuations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See "Index to Consolidated Financial Statements" for a listing of the
consolidated financial statements and supplementary data filed with this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item will be included in the Company's
Proxy Statement with respect to its 1996 Annual Meeting of Stockholders to be
filed with the Commission within 120 days of October 31, 1995 and is
incorporated herein by this reference as if set forth in full herein.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be included in the Company's
Proxy Statement with respect to its 1996 Annual Meeting of Stockholders to be
filed with the Commission within 120 days of October 31, 1995 and is
incorporated herein by this reference as if set forth in full herein.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item will be included in the Company's
Proxy Statement with respect to its 1996 Annual Meeting of Stockholders to be
filed with the Commission within 120 days of October 31, 1995 and is
incorporated herein by this reference as if set forth in full herein.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item will be included in the Company's
Proxy Statement with respect to its 1996 Annual Meeting of Stockholders to be
filed with the Commission within 120 days of October 31, 1995 and is
incorporated herein by this reference as if set forth in full herein.
12
<PAGE> 15
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. Consolidated Financial Statements
See "Index to Consolidated Financial Statements"
2. Consolidated Financial Statement Schedule
See "Index to Consolidated Financial Statements"
3. Exhibits
See "Exhibit Index"
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the last
quarter of the fiscal year ended October 31, 1995.
13
<PAGE> 16
QUIKSILVER, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULE
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INDEPENDENT AUDITORS' REPORT......................................................... 15
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets as of October 31, 1995 and 1994........................ 16
Consolidated Statements of Income for the Years Ended October 31, 1995, 1994
and 1993........................................................................ 17
Consolidated Statements of Stockholders' Equity for the Years Ended October 31,
1995, 1994 and 1993............................................................. 18
Consolidated Statements of Cash Flows for the Years Ended October 31, 1995, 1994
and 1993........................................................................ 19
Notes to Consolidated Financial Statements......................................... 20
CONSOLIDATED FINANCIAL STATEMENT SCHEDULE
Schedule II -- Valuation and Qualifying Accounts................................... 28
</TABLE>
All other schedules are omitted as they are not required, or the required
information is shown in the consolidated financial statements or notes thereto.
14
<PAGE> 17
INDEPENDENT AUDITORS' REPORT
To The Board of Directors and Stockholders
Quiksilver, Inc.
We have audited the accompanying consolidated balance sheets of Quiksilver,
Inc. and subsidiaries as of October 31, 1995 and 1994, and the related
consolidated statements of income, stockholders' equity and cash flows for each
of the three years in the period ended October 31, 1995. Our audits also
included the consolidated financial statement schedule listed in the index at
Item 14(a)(2). These financial statements and financial statement schedule are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements and financial statement schedule based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Quiksilver,
Inc. and subsidiaries as of October 31, 1995 and 1994, and the results of their
operations and their cash flows for each of the three years in the period ended
October 31, 1995, in conformity with generally accepted accounting principles.
Also, in our opinion, such consolidated financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
As more fully described in Note 6, effective November 1, 1993 the Company
adopted Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes".
DELOITTE & TOUCHE LLP
December 22, 1995
Costa Mesa, California
15
<PAGE> 18
QUIKSILVER, INC.
CONSOLIDATED BALANCE SHEETS
OCTOBER 31, 1995 AND 1994
ASSETS
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Current Assets
Cash.......................................................... $ 3,461,000 $ 682,000
Trade accounts receivable, less allowance for doubtful
accounts of $2,717,000 (1995) and $2,202,000 (1994)........ 38,308,000 29,974,000
Other accounts receivable..................................... 1,471,000 1,548,000
Inventories -- Note 3......................................... 28,355,000 21,609,000
Deferred taxes -- Note 6...................................... 1,089,000 920,000
Prepaid expenses and other current assets..................... 1,151,000 917,000
----------- -----------
Total current assets.................................. 73,835,000 55,650,000
Property and equipment, net -- Note 4 and Note 5................ 7,032,000 6,133,000
Trademark, less accumulated amortization of $1,336,000 (1995)
and $1,185,000 (1994) -- Note 9............................... 1,682,000 1,833,000
Goodwill, less accumulated amortization of $2,501,000 (1995)
and $1,899,000 (1994) -- Note 2............................... 15,611,000 16,209,000
Deferred taxes -- Note 6........................................ 660,000 449,000
Other assets.................................................... 348,000 196,000
----------- -----------
$99,168,000 $80,470,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Lines of credit -- Note 5..................................... $ 8,031,000 $10,100,000
Accounts payable.............................................. 9,257,000 5,157,000
Accrued liabilities, including $3,031,000 (1995) and
$1,464,000 (1994) of accrued compensation.................. 8,834,000 5,024,000
Current portion of notes payable -- Note 5.................... 233,000 390,000
Income taxes payable -- Note 6................................ 578,000 2,412,000
----------- -----------
Total current liabilities............................. 26,933,000 23,083,000
Notes payable -- Note 5......................................... 3,297,000 2,449,000
----------- -----------
Total liabilities..................................... 30,230,000 25,532,000
Commitments and Contingencies -- Note 7
Stockholders' Equity -- Notes 6 and 8...........................
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 -- 6,775,605 (1995)
and 6,521,422 (1994)....................................... 68,000 65,000
Additional paid-in capital.................................... 15,118,000 11,551,000
Retained earnings............................................. 52,739,000 42,727,000
Cumulative foreign currency translation gain.................. 1,013,000 595,000
----------- -----------
Total stockholders' equity............................ 68,938,000 54,938,000
----------- -----------
$99,168,000 $80,470,000
=========== ===========
</TABLE>
See notes to consolidated financial statements.
16
<PAGE> 19
QUIKSILVER, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
------------ ------------ -----------
<S> <C> <C> <C>
Net sales....................................... $172,787,000 $126,171,000 $94,640,000
Cost of goods sold.............................. 106,741,000 78,560,000 60,987,000
------------ ------------ -----------
Gross profit.......................... 66,046,000 47,611,000 33,653,000
Operating expenses
Selling, general and administrative........... 46,810,000 35,014,000 25,684,000
Royalty income................................ (1,053,000) (917,000) (546,000)
Royalty expense............................... 2,153,000 1,028,000 1,180,000
------------ ------------ -----------
Operating income................................ 18,136,000 12,486,000 7,335,000
Interest income................................. (11,000) (44,000) (351,000)
Interest expense................................ 1,150,000 743,000 276,000
Gain on foreign currency exchange............... (672,000) (409,000) (253,000)
Loss on foreign currency exchange............... 685,000 339,000 --
Other expense................................... 148,000 101,000 32,000
------------ ------------ -----------
Income before provision for income taxes and
cumulative effect of change in accounting for
income taxes.................................. 16,836,000 11,756,000 7,631,000
Provision for income taxes -- Note 6............ 6,824,000 4,618,000 3,200,000
------------ ------------ -----------
Income before cumulative effect of change in
accounting for income taxes................... 10,012,000 7,138,000 4,431,000
Cumulative effect of change in accounting for
income taxes -- Note 6........................ -- 600,000 --
------------ ------------ -----------
Net income...................................... $ 10,012,000 $ 7,738,000 $ 4,431,000
============ ============ ===========
Primary net income per common share before
cumulative effect of change in accounting for
income taxes.................................. $ 1.45 $ 1.07 $ 0.69
Cumulative effect of change in accounting for
income taxes.................................. -- 0.09 --
------------ ------------ -----------
Primary net income per common share............. $ 1.45 $ 1.16 $ 0.69
============ ============ ===========
Fully diluted net income per common share before
cumulative effect of change in accounting for
income taxes.................................. $ 1.44 $ 1.06 $ 0.68
Cumulative effect of change in accounting for
income taxes.................................. -- 0.09 --
------------ ------------ -----------
Fully diluted net income per common share....... $ 1.44 $ 1.15 $ 0.68
============ ============ ===========
Primary weighted average common shares and
equivalents outstanding....................... 6,882,000 6,648,000 6,438,000
============ ============ ===========
Fully diluted weighted average common shares and
equivalents outstanding....................... 6,941,000 6,731,000 6,485,000
============ ============ ===========
</TABLE>
See notes to consolidated financial statements.
17
<PAGE> 20
QUIKSILVER, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
CUMULATIVE
FOREIGN
COMMON STOCK ADDITIONAL CURRENCY TOTAL
------------------- PAID-IN RETAINED TRANSLATION STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS GAIN/(LOSS) EQUITY
--------- ------- ----------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Balance at November 1, 1992.. 6,364,122 $64,000 $ 9,990,000 $30,558,000 $ 175,000 $40,787,000
Proceeds from stock issued in
connection with exercise of
options -- Note 8.......... 50,500 -- 283,000 -- -- 283,000
Tax benefits due to exercise
of stock options -- Note
6.......................... -- -- 91,000 -- -- 91,000
Foreign currency translation
loss....................... -- -- -- -- (562,000) (562,000)
Net income................... -- -- -- 4,431,000 -- 4,431,000
--------- ------- ----------- ----------- ---------- -----------
Balance at October 31,
1993....................... 6,414,622 64,000 10,364,000 34,989,000 (387,000) 45,030,000
Proceeds from stock issued in
connection with exercise of
options -- Note 8.......... 106,800 1,000 900,000 -- -- 901,000
Tax benefits due to exercise
of stock options -- Note
6.......................... -- -- 287,000 -- -- 287,000
Foreign currency translation
loss....................... -- -- -- -- 982,000 982,000
Net income................... -- -- -- 7,738,000 -- 7,738,000
--------- ------- ----------- ----------- ---------- -----------
Balance at October 31,
1994....................... 6,521,422 65,000 11,551,000 42,727,000 595,000 54,938,000
Proceeds from stock issued in
connection with exercise of
options -- Note 8.......... 254,183 3,000 2,593,000 -- -- 2,596,000
Tax benefits due to exercise
of stock options -- Note
6.......................... -- -- 974,000 -- -- 974,000
Foreign currency translation
gain....................... -- -- -- -- 418,000 418,000
Net income................... -- -- -- 10,012,000 -- 10,012,000
--------- ------- ----------- ----------- ---------- -----------
Balance at October 31,
1995....................... 6,775,605 $68,000 $15,118,000 $52,739,000 $1,013,000 $68,938,000
========= ======= =========== =========== ========== ===========
</TABLE>
See notes to consolidated financial statements.
18
<PAGE> 21
QUIKSILVER, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
----------- ----------- ------------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net income..................................................... $10,012,000 $ 7,738,000 $ 4,431,000
Items in income not affecting cash:
Depreciation and amortization................................ 2,314,000 2,263,000 1,818,000
Provision for losses on accounts receivable.................. 923,000 -- 873,000
Loss on sales of fixed assets................................ 99,000 75,000 87,000
Deferred taxes............................................... (380,000) (273,000) (221,000)
Increase/decrease in operating assets and liabilities,
net of effects from purchase of The Raisin Company:
Trade accounts receivable.................................... (9,257,000) (10,659,000) (3,628,000)
Other receivables............................................ 77,000 (331,000) (66,000)
Inventories.................................................. (6,746,000) (8,010,000) (1,896,000)
Prepaid expenses and other current assets.................... (234,000) (158,000) (345,000)
Other assets................................................. (152,000) (493,000) (425,000)
Accounts payable............................................. 4,100,000 1,041,000 1,877,000
Accrued liabilities.......................................... 3,810,000 391,000 (110,000)
Income taxes payable......................................... (860,000) 1,111,000 1,671,000
----------- ----------- ------------
Net cash provided by (used in) operating activities............ 3,706,000 (7,305,000) 4,066,000
Cash Flows From Investing Activities:
Proceeds from sales of fixed assets.......................... 35,000 25,000 29,000
Capital expenditures......................................... (2,598,000) (2,873,000) (775,000)
Payment for purchase of Quiksilver Europe.................... -- -- (5,164,000)
Payment for purchase of The Raisin Company................... -- (3,459,000) --
----------- ----------- ------------
Net cash used in investing activities.......................... (2,563,000) (6,307,000) (5,910,000)
Cash Flows From Financing Activities:
Borrowings on short-term debt................................ 36,699,000 25,929,000 2,514,000
Borrowings on long-term debt................................. 992,000 370,000 --
Payments on short-term debt.................................. (38,925,000) (17,274,000) (1,218,000)
Payments on long-term debt................................... (144,000) -- (400,000)
Proceeds from stock issued in connection with exercise of
stock options.............................................. 2,596,000 901,000 283,000
----------- ----------- ------------
Net cash provided by financing activities...................... 1,218,000 9,926,000 1,179,000
Effect of exchange rate changes on cash........................ 418,000 982,000 (562,000)
----------- ----------- ------------
Net increase (decrease) in cash................................ 2,779,000 (2,704,000) (1,227,000)
Cash at beginning of year...................................... 682,000 3,386,000 4,613,000
=========== =========== ============
Cash at end of year............................................ $ 3,461,000 $ 682,000 $ 3,386,000
=========== =========== ============
Supplementary Cash Flow Information:
Cash paid for interest....................................... $ 1,556,000 $ 654,000 $ 220,000
=========== =========== ============
Cash paid for taxes.......................................... $ 7,096,000 $ 4,871,000 $ 1,589,000
=========== =========== ============
</TABLE>
As of October 31, 1994, the Company had accrued $293,000 as additional
consideration for the purchase of The Raisin Company -- Note 2.
The Company acquired substantially all the assets of The Raisin Company,
Inc. and ATI Apparel Trade International for $3,459,000. In connection with the
acquisition, liabilities were assumed as follows:
<TABLE>
<S> <C>
Fair Value of assets acquired...................... $ 4,136,000
Cash Paid.......................................... (3,459,000)
-----------
Liabilities assumed................................ $ 677,000
===========
</TABLE>
19
<PAGE> 22
QUIKSILVER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES
"Company Business" -- The Company designs, arranges for the manufacture of,
and distributes casual sportswear, beachwear and snowboardwear primarily under
the "Quiksilver" and "Raisins" labels to surf shops, specialty stores and
selected department stores. The Company performs ongoing credit evaluations of
its customers and generally does not require collateral.
"Principles of Consolidation" -- The accompanying consolidated financial
statements include the accounts of Quiksilver, Inc. ("Quiksilver"), Na Pali,
S.A. ("Quiksilver Europe"), The Raisin Company, Inc. ("Raisins") and ATI Apparel
Trade International ("ATI"), its wholly-owned subsidiaries (collectively the
"Company"). All material intercompany accounts and transactions have been
eliminated in consolidation.
"Revenue Recognition" -- Revenue, including royalty income, is recognized
when merchandise is shipped to a customer.
"Inventories" -- Inventories are valued at the lower of cost (first-in,
first-out) or market.
"Depreciation and Amortization" -- Depreciation and amortization are
recorded on a straight-line basis over the assets' estimated useful lives, which
generally range from two to ten years.
"Amortization of Trademark" -- The trademark is being amortized on a
straight-line basis over 20 years.
"Goodwill" -- Goodwill, which primarily arose from the acquisitions of
Quiksilver Europe and Raisins, is being amortized on a straight-line basis over
30 years. The Company assesses the recoverability of goodwill at each balance
sheet date by determining whether the amortization of the balance over its
remaining useful life can be recovered through projected undiscounted future
operating cash flows from each acquisition.
"Income Taxes" -- The Company adopted Statement of Financial Accounting
Standards No. 109 ("SFAS 109"), Accounting for Income Taxes, in November 1993.
Deferred taxes on income result from temporary differences between the reporting
of income for financial statements and tax reporting purposes.
"Net Income Per Common Share" -- Net income per common share for 1995, 1994
and 1993 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 which were considered
to be common stock equivalents (fully diluted net income per common share).
"Cash" -- For purposes of these consolidated financial statements,
certificates of deposit and highly liquid short-term investments, purchased with
original maturities of three months or less, are considered cash.
"Foreign Currency" -- The Company's primary functional currency is the U.S.
dollar. Assets and liabilities of the Company denominated in foreign currencies
are translated at the rate of exchange at the balance sheet date, while revenues
and expenses are translated using the average exchange rate. Gains and losses on
foreign currency exchanges are recognized as incurred.
"Reclassifications" -- Certain reclassifications have been made to the 1994
and 1993 consolidated financial statements to conform them to the 1995
presentation.
20
<PAGE> 23
QUIKSILVER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
NOTE 2 -- ACQUISITIONS
Effective November 1, 1993, the Company acquired substantially all of the
assets of Raisins and the stock of ATI for a purchase price of $4,136,000
consisting of $3,459,000 in cash and the assumption of $677,000 in liabilities.
The Company has also agreed to pay the sellers up to 28.8% of the earnings
before taxes of Raisins and ATI, contingent on the achievement of certain
earnings goals through October 31, 1996. As of October 31, 1994, the Company had
accrued for an additional $293,000, which was paid in January 1995, to the
former shareholders of Raisins pursuant to the terms of the earnout agreement.
These acquisitions were accounted for as purchases and approximately $4,429,000
was recorded as goodwill.
In June 1993, the Company disbursed approximately $5,100,000 in cash to the
former shareholders of Quiksilver Europe in full payment of the contingent
portion of an acquisition agreement entered into on February 1, 1991.
NOTE 3 -- INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
OCTOBER 31,
--------------------------
1995 1994
----------- -----------
<S> <C> <C>
Raw materials................................... $10,875,000 $ 9,452,000
Work in process................................. 4,104,000 3,467,000
Finished goods.................................. 13,376,000 8,690,000
----------- -----------
$28,355,000 $21,609,000
=========== ===========
</TABLE>
NOTE 4 -- PROPERTY AND EQUIPMENT
Property and equipment are carried at cost and consist of the following:
<TABLE>
<CAPTION>
OCTOBER 31,
--------------------------
1995 1994
----------- -----------
<S> <C> <C>
Machinery and equipment......................... $ 7,000,000 $ 6,323,000
Leasehold improvements.......................... 3,708,000 3,023,000
Land and buildings.............................. 3,306,000 2,981,000
----------- -----------
Subtotal...................................... 14,014,000 12,327,000
Less accumulated depreciation and
amortization.................................. (6,982,000) (6,194,000)
----------- -----------
$ 7,032,000 $ 6,133,000
=========== ===========
</TABLE>
NOTE 5 -- LINES OF CREDIT AND NOTES PAYABLE
Quiksilver has an unsecured revolving line of credit with a bank which
provides for maximum financing of $20,000,000. The line of credit bears interest
at 0.5% below the bank's reference rate (8.75% at October 31, 1995) for the
first $16,000,000 drawn and at the bank's reference rate on all amounts drawn
over $16,000,000. This line of credit expires April 30, 1996. Quiksilver had
$6,857,000 outstanding on this credit line at October 31, 1995.
The line of credit agreement contains restrictive covenants, the most
significant of which relate to the maintenance of minimum tangible net worth,
dividend restrictions and debt-to-tangible net worth requirements. At October
31, 1995, the Company was in compliance with such covenants.
Quiksilver Europe also has available lines of credit, both secured and
unsecured, with French banks which provide for aggregate financing of
approximately $16,600,000. The lines of credit bear
21
<PAGE> 24
QUIKSILVER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
interest at 0.7% to 1.0% above the French banks reference rates (which ranged
from 5.2% to 6.4% at October 31, 1995). The lines of credit expire on various
dates through April 1996. Quiksilver Europe had drawn $1,174,000 against its
lines of credit as of October 31, 1995.
Long-term notes payable, collateralized by land and buildings, bear
interest at rates ranging from 7.3% to 7.9%, require monthly principal and
interest payments and are due at various dates through 2004.
Principal payments on notes payable are due approximately as follows:
<TABLE>
<S> <C>
1996................................................. $ 233,000
1997................................................. 394,000
1998................................................. 391,000
1999................................................. 353,000
2000................................................. 338,000
Thereafter........................................... 1,821,000
----------
$3,530,000
==========
</TABLE>
NOTE 6 -- INCOME TAXES
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. SFAS 109 requires that
deferred tax assets and liabilities be established for temporary differences
between the financial reporting basis and the tax basis of the Company's assets
and liabilities at tax rates expected to be in effect when such assets or
liabilities are realized or settled. 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 approximately
$600,000.
A summary of the provision for income taxes follows:
<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
---------- --------- ----------
<S> <C> <C> <C>
Year Ended October 31, 1995
Federal..................................... $4,066,000 $(320,000) $3,746,000
State....................................... 1,169,000 (60,000) 1,109,000
Foreign..................................... 1,969,000 -- 1,969,000
---------- --------- ----------
$7,204,000 $(380,000) $6,824,000
========== ========== ==========
Year Ended October 31, 1994
Federal..................................... $2,711,000 $(250,000) $2,461,000
State....................................... 772,000 (23,000) 749,000
Foreign..................................... 1,408,000 -- 1,408,000
---------- --------- ----------
$4,891,000 $(273,000) $4,618,000
========== ========== ==========
Year Ended October 31, 1993
Federal..................................... $1,600,000 $(238,000) $1,362,000
State....................................... 360,000 17,000 377,000
Foreign..................................... 1,461,000 -- 1,461,000
---------- --------- ----------
$3,421,000 $(221,000) $3,200,000
========== ========== ==========
</TABLE>
22
<PAGE> 25
QUIKSILVER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
A reconciliation of the provision for income taxes for financial statement
purposes to a computed "expected" statutory federal tax for each of fiscal 1995,
1994 and 1993 follows:
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
----------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Computed "expected" tax expense............................... 35.0% 35.0% 34.0%
State income taxes, net of federal income tax effect.......... 4.3 4.1 3.3
Nondeductible goodwill amortization expense................... .9 1.2 2.7
Nondeductible trademark amortization expense.................. -- -- 0.7
Other......................................................... .3 (1.0) 1.2
---- ---- ----
Provision for income taxes.................................... 40.5% 39.3% 41.9%
==== ==== ====
</TABLE>
At October 31, 1995, the Company's deferred tax asset was $2,020,000 and
deferred tax liability was $271,000. The major components of the Company's net
deferred taxes are as follows:
<TABLE>
<CAPTION>
OCTOBER 31,
-------------------------
1995 1994
---------- ----------
<S> <C> <C>
State taxes............................................... $ 279,000 $ 175,000
Trademark amortization.................................... 578,000 513,000
Allowance for doubtful accounts........................... 604,000 560,000
Depreciation.............................................. 193,000 --
Allowance for returns..................................... 143,000 116,000
Accrued compensation...................................... 63,000 91,000
Goodwill amortization..................................... (99,000) (64,000)
Other..................................................... (12,000) (22,000)
---------- ----------
$1,749,000 $1,369,000
========== ==========
</TABLE>
The Company has recorded $974,000, $287,000 and $91,000 as additions to
paid-in capital for the tax benefits, in fiscal 1995, 1994 and 1993,
respectively, of certain stock options exercised.
NOTE 7 -- COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company leases certain land and buildings under long-term operating
lease agreements. The following is a schedule of future minimum lease payments
required under operating leases as of October 31, 1995:
<TABLE>
<S> <C>
1996.................................................................... $ 942,000
1997.................................................................... 414,000
1998.................................................................... 182,000
1999.................................................................... 162,000
2000.................................................................... 162,000
Thereafter.............................................................. 498,000
----------
$2,360,000
==========
</TABLE>
Total rent expense incurred was $1,062,000, $1,068,000 and $779,000 during
fiscal 1995, 1994 and 1993, respectively.
23
<PAGE> 26
QUIKSILVER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
Letters of Credit
The Company was contingently liable for $7,188,000 in open letters of
credit with suppliers at October 31, 1995.
Litigation
Legal claims against the Company consist primarily of matters incidental to
the Company's business. In the opinion of management, the outcome of these
claims will not materially affect the Company's consolidated financial position
or results of operations.
Employment Contracts
The Company has outstanding employment agreements with four of its
executive officers. The agreements call for minimum aggregate payments totaling
$427,000 for the fiscal year ending October 31, 1996.
Flood Loss
In August, 1995 Quiksilver Europe experienced a flood which caused damages
to facilities and inventory of approximately $1,100,000. In December, 1995, the
local government of St. Jean de Luz declared the flood site a natural disaster
which, under French law, may allow Quiksilver Europe to recover a portion of its
losses. At October 31, 1995, management cannot predict with any certainty, what
portion, if any, of the flood losses will be recoverable. As a result, such
costs have been expensed in the fourth quarter of fiscal 1995.
NOTE 8 -- STOCKHOLDERS' EQUITY
In July 1987, the Company adopted a Stock Option Plan (the "Stock Option
Plan") under which nonqualified and incentive options to acquire shares of
common stock may be granted to directors, officers and other employees selected
by the plan's administrative committee at an exercise price not less than the
fair market value of the underlying shares on the date of grant. Payment by
option holders upon exercise of an option may be made in cash, or, with the
consent of the committee, by delivering previously outstanding shares of the
Company's Common Stock. Options are exercisable over a period of time, generally
five years, as designated by the committee and are subject to such other terms
and conditions as the committee determines.
In fiscal 1995, 1994 and 1993, the Company's stockholders approved
proposals to amend the Company's Stock Option Plan to increase the maximum
aggregate number of common shares available for grant from 1,420,000, 1,100,000
and 950,000 shares respectively.
24
<PAGE> 27
QUIKSILVER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
Changes in shares under option for the fiscal years ended October 31, 1995,
1994, and 1993 are summarized as follows:
<TABLE>
<CAPTION>
STOCK OPTIONS
-------------------------
PRICE RANGE
SHARES PER SHARE
------- -------------
<S> <C> <C>
Outstanding at November 1, 1992........................... 288,900 $4.75 - 13.50
Granted................................................. 201,000 9.00 - 12.25
Exercised............................................... 50,500 5.00 - 9.00
Canceled................................................ 68,000 5.25 - 12.25
------- -------------
Outstanding at October 31, 1993........................... 371,400 4.75 - 13.50
Granted................................................. 312,000 9.00 - 11.50
Exercised............................................... 106,800 5.00 - 11.13
Canceled................................................ 8,700 7.38 - 11.13
------- -------------
Outstanding at October 31, 1994........................... 567,900 4.75 - 13.50
Granted................................................. 341,000 15.25 - 18.88
Exercised............................................... 254,183 5.00 - 17.63
Canceled................................................ 28,834 4.75 - 11.50
------- -------------
Outstanding at October 31, 1995........................... 625,883 $5.00 - 18.88
======= =============
Options exercisable at October 31, 1993................... 216,600 $4.75 - 13.50
======= =============
Options exercisable at October 31, 1994................... 244,900 $4.75 - 13.50
======= =============
Options exercisable at October 31, 1995................... 162,549 $5.00 - 12.69
======= =============
</TABLE>
As of October 31, 1995, there were 68,484 shares of common stock under the
stock option plans which were available for future grant.
NOTE 9 -- ROYALTY, TRADEMARK AND ADVERTISING
Effective January 1, 1995, the Company entered into an informal agreement
to pay Quiksilver International $280,000 per year for advertising and promotion
through December 1996.
In 1992, with regard to the Quiksilver Europe acquisition, the Company
entered into a European trademark license and manufacturing agreement (the
European "Trademark Agreement") with Quiksilver International. The Trademark
Agreement, which supersedes a previously existing agreement, provides that the
Company can sell products under the "Quiksilver" trademark and trade name
through 2012 in the territories covered by the Trademark Agreement (primarily
western Europe). In consideration of the rights granted under the new agreement,
the Company pays to Quiksilver International a royalty on a monthly basis as
follows:
(a) For any year where Quiksilver Europe's net sales total 150,000,000
French francs (approximately $30,575,000 at October 31, 1995) or less,
the total royalty is 4% of net sales for that year, up to a maximum
royalty of 4,500,000 French francs (approximately $917,000 at October
31, 1995) and;
(b) For any year where Quiksilver Europe's net sales total greater than
150,000,000 French francs, the total royalty is 4,500,000 French francs
plus an amount equal to 3% of Quiksilver Europe's net sales for that
year in excess of 150,000,000 French francs.
The Trademark Agreement also requires the Company to pay a quarterly
promotional fee of 1% of Quiksilver Europe's net sales. For the year ended
October 31, 1994 Quiksilver International provided Quiksilver Europe a one-time
reduction in royalties payable to Quiksilver International.
The Company has licensed its rights to use the "Quiksilver" name, logo, and
trademark in Mexico in exchange for royalties of 4.5% of net sales after Mexican
taxes. Additionally, the Company has licensed its right to use the "Quiksilver"
name and logo on watches, sunglasses and
25
<PAGE> 28
QUIKSILVER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
wetsuits in exchange for royalties of 7%, 7% and 4% of sales, respectively,
which expire between 1997 and 2002
NOTE 10 -- RETIREMENT PLAN
Effective July 1, 1992, the Company established the Quiksilver 401 (k)
Employee Savings Plan and Trust (the "Plan"). The Plan is generally available to
all employees with six months of service and will be funded by employee
contributions and periodic discretionary contributions from the Company which
are approved by the Company's Board of Directors. The Company made contributions
of $33,000 and $27,000 to the Plan for the years ended October 31, 1995 and
1994, respectively.
NOTE 11 -- DOMESTIC AND FOREIGN OPERATIONS
<TABLE>
<CAPTION>
ADJUSTMENTS
YEAR ENDED UNITED QUIKSILVER AND
OCTOBER 31, 1995 STATES EUROPE ELIMINATIONS CONSOLIDATED
-------------------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C>
Net sales to unaffiliated
customers.......................... $114,935,000 $57,852,000 $ -- $172,787,000
Transfers between geographic
areas(1)........................... 83,000 -- (83,000) --
Total revenue........................ 115,018,000 57,852,000 (83,000) 172,787,000
Operating income(2).................. 11,628,000 6,508,000 -- 18,136,000
Income before provision for income
taxes.............................. 10,990,000 5,846,000 -- 16,836,000
Identifiable assets(3)............... 71,147,000 28,021,000 -- 99,168,000
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED
OCTOBER 31, 1994
--------------------
<S> <C> <C> <C> <C>
Net sales to unaffiliated
customers.......................... $ 87,172,000 $38,999,000 $ -- $126,171,000
Transfers between geographic
areas(1)........................... 50,000 -- (50,000) --
Total revenue........................ 87,222,000 38,999,000 (50,000) 126,171,000
Operating income(2).................. 7,695,000 4,791,000 -- 12,486,000
Income before provision for income
taxes.............................. 7,614,000 4,142,000 -- 11,756,000
Identifiable assets(3)............... 62,678,000 19,292,000 (1,500,000) 80,470,000
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED
OCTOBER 31, 1993
--------------------
<S> <C> <C> <C> <C>
Net sales to unaffiliated
customers.......................... $ 61,791,000 $32,849,000 $ -- $ 94,640,000
Transfers between geographic
areas(1)........................... 26,000 -- (26,000) --
Total revenue........................ 61,817,000 32,849,000 (26,000) 94,640,000
Operating income(2).................. 2,873,000 4,462,000 -- 7,335,000
Income before provision for income
taxes.............................. 3,334,000 4,297,000 -- 7,631,000
Identifiable assets(3)............... 45,491,000 16,157,000 (3,000,000) 58,648,000
</TABLE>
- ---------------
(1) All transfers between geographic areas were made at cost with no profit
recognized.
(2) Operating income is net sales less cost of goods sold and operating
expenses.
(3) Identifiable assets (tangible and intangible) are those assets of the
Company that are located in each geographic area.
26
<PAGE> 29
QUIKSILVER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
NOTE 12 -- QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER
ENDED ENDED ENDED ENDED
JANUARY 31 APRIL 30 JULY 31 OCTOBER 31
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
FISCAL 1995
Net Sales.............................. $33,658,000 $47,311,000 $42,738,000 $49,080,000
Gross Profit........................... 12,889,000 18,826,000 16,132,000 18,199,000
Net Income............................. 1,531,000 3,623,000 2,308,000 2,550,000
Net Income per Common Share............ .23 .52 .33 .36
Trade Accounts Receivable, net......... 29,526,000 38,862,000 36,220,000 38,308,000
Inventories............................ 28,938,000 25,277,000 36,623,000 28,355,000
FISCAL 1994
Net Sales.............................. $24,294,000 $36,468,000 $29,169,000 $36,240,000
Gross Profit........................... 8,851,000 14,246,000 11,194,000 13,320,000
Net Income............................. 1,508,000 2,760,000 1,505,000 1,965,000
Net Income per Common Share............ .23 .42 .23 .29
Trade Accounts Receivable, net......... 23,158,000 32,828,000 29,598,000 29,974,000
Inventories............................ 19,716,000 14,897,000 19,693,000 21,609,000
</TABLE>
27
<PAGE> 30
QUIKSILVER, INC.
SCHEDULE II -- VALUATION AND QUALIFYNG ACCOUNTS
<TABLE>
<CAPTION>
ADDITIONS
BALANCE AT CHARGED TO BALANCE
BEGINNING COSTS AND AT END
CLASSIFICATION OF PERIOD EXPENSE DEDUCTIONS ADJUSTMENTS(1) OF PERIOD
- ----------------------------- ---------- ---------- ---------- -------------- ----------
<S> <C> <C> <C> <C> <C>
Allowance for doubtful
accounts for the year
ended:
October 31, 1995............. $2,202,000 $923,000 $408,000 -- $2,717,000
========== ======== ======== ======== ==========
October 31, 1994............. $2,254,000 -- $202,000 $150,000 $2,202,000
========== ======== ======== ======== ==========
October 31, 1993............. $2,154,000 $873,000 $773,000 -- $2,254,000
========== ======== ======== ======== ==========
</TABLE>
- ---------------
(1) Amount relates to the acquisition of Raisins -- Note 2 .
28
<PAGE> 31
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: January 25, 1996
QUIKSILVER, INC.
(Registrant)
By: ROBERT B. McKNIGHT, JR.
----------------------------------
Robert B. McKnight, Jr.
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
By: RANDALL L. HERREL, SR.
----------------------------------
Randall L. Herrel, Sr.
President, Chief Operating Officer,
and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE SIGNED
- ------------------------------------------ ------------------------------- -----------------
<C> <C> <S>
ROBERT B. McKNIGHT, JR. Chairman of the Board and January 25, 1996
- ------------------------------------------ Chief Executive Officer
Robert B. McKnight, Jr. (Principal Executive Officer)
RANDALL L. HERREL, SR. President, Chief Operating January 25, 1996
- ------------------------------------------ Officer, Secretary and Director
Randall L. Herrel, Sr.
BERT G. FENENGA Senior Vice President, January 25, 1996
- ------------------------------------------ Chief Financial Officer
Bert G. Fenenga and Treasurer
(Principal Financial and
Accounting Officer)
WILLIAM M. BARNUM, JR. Director January 25, 1996
- ------------------------------------------
William M. Barnum, Jr.
CHARLES E. CROWE Director January 25, 1996
- ------------------------------------------
Charles E. Crowe
MICHAEL H. GRAY Director January 25, 1996
- ------------------------------------------
Michael H. Gray
ROBERT G. KIRBY Director January 25, 1996
- ------------------------------------------
Robert G. Kirby
TOM ROACH Director January 25, 1996
- ------------------------------------------
Tom Roach
</TABLE>
29
<PAGE> 32
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED
- ------ ----------------------------------------------------------------------- ------------
<C> <S> <C>
3.1 Certificate of Incorporation as presently in effect (incorporated by
reference to Exhibit 3.1 to the Company's registration statement on
Form S-1 filed with the Securities and Exchange Commission on December
16, 1986 (the "Registration Statement"))...............................
3.2 Bylaws as presently in effect (incorporated by reference to Exhibit 3.2
to the Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1990)................................................
10.2 Standard Industrial Lease -- Net dated May 22, 1990 between Fountain
Valley Associates, a California limited partnership and Registrant
(incorporated by reference to Exhibit 10.2 of the Registrant's Annual
Report on Form 10-K for the fiscal year ended October 31, 1990)........
10.3 Standard Industrial Lease -- Net dated June 1, 1987 between Griswold
Industries and Registrant (incorporated by reference to Exhibit 10.4 of
the Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 1987)......................................................
10.4 Amended and Restated Loan Agreement between Union Bank and Registrant
dated October 5, 1994 (incorporated by reference to Exhibit 10.4 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 1994)......................................................
10.5 Quiksilver, Inc. Stock Option Plan dated March 24, 1995 (incorporated
by reference to Exhibit 10.1 of the Registrant's Quarterly Report on
Form 10-Q for the quarter ended April 30, 1995)(1).....................
10.6 Warrant Agreement dated December 16, 1988 between Robert G. Kirby and
Registrant (incorporated by reference to Exhibit 10.11 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 1987)(1)...................................................
10.7 Indemnity Agreement between Charles E. Crowe and Registrant dated March
29, 1988 (incorporated by reference to Exhibit 10.16 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 1988)(1)...................................................
10.8 Indemnity Agreement between Robert G. Kirby and Registrant dated March
29, 1988 (incorporated by reference to Exhibit 10.19 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 1988)(1)...................................................
10.9 Indemnity Agreement between Robert B. McKnight, Jr. and Registrant
dated March 29, 1988 (incorporated by reference to Exhibit 10.20 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 1988)(1)...................................................
10.10 Indemnity Agreement between Randall L. Herrel, Sr. and Registrant dated
February 16, 1990 (incorporated by reference to Exhibit 10.21 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 1990)(1)...................................................
10.11 Indemnity Agreement between Bert G. Fenenga and Registrant dated
January 24, 1995 (incorporated by reference to Exhibit 10.13 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 1994)(1)...................................................
10.12 Indemnity Agreement between William M. Barnum, Jr. and Registrant dated
May 1, 1995 (incorporated by reference to Exhibit 10.2 of the
Registrant's Quarterly Report on Form 10-Q for the quarter ended April
30, 1995)(1)...........................................................
10.13 Indemnity Agreement between Michael H. Gray and Registrant dated May 1,
1995 (incorporated by reference to Exhibit 10.3 of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended April 30,
1995)(1)...............................................................
10.14 Indemnity Agreement between Tom Roach and Registrant dated May 1, 1995
(incorporated by reference to Exhibit 10.2 of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended April 30,
1995)(1)...............................................................
</TABLE>
<PAGE> 33
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED
- ------ ----------------------------------------------------------------------- ------------
<C> <S> <C>
10.15 Trademark License and Manufacturing Agreement dated January 1, 1992
between Omareef USA, Inc. and Registrant (incorporated by reference to
Exhibit 10.18 of the Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 1992)....................................
10.16 Trademark License and Manufacturing Agreement dated August 1, 1992
between Valley Isle, Inc. and Registrant (incorporated by reference to
Exhibit 10.19 of the Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 1992)....................................
10.17 Trademark License and Manufacturing Agreement dated September 28, 1992
between GMT Corporation and Registrant (incorporated by reference to
Exhibit 10.20 of the Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 1992)....................................
10.18 Trademark License and Manufacturing Agreement dated September 28, 1992
between Black Flys and Registrant (incorporated by reference to Exhibit
10.21 of the Registrant's Annual Report on Form 10-K for the fiscal
year ended October 31, 1992)(1)........................................
10.19 Quiksilver, Inc. Nonemployee Directors' Stock Option dated April 10,
1992 (incorporated by reference to Exhibit 10.22 of the Registrant's
Annual Report on Form 10-K for the fiscal year ended October 31,
1992)..................................................................
10.20 Trademark License and Manufacturing Agreement dated January 26, 1993
between Quiksilver Garments Pty Ltd. and Na Pali, S.A. (incorporated by
reference to Exhibit 10.23 of the Registrant's Annual Report on Form
10-K for the fiscal year ended October 31, 1992).......................
10.21 Employment Agreement between Robert B. McKnight, Jr. and Registrant
dated April 1, 1995(1).................................................
10.22 Employment Agreement between Harry Hodge and Registrant dated April 1,
1995(1)................................................................
10.23 Employment Agreement between Bert G. Fenenga and Registrant dated April
1, 1995(1).............................................................
10.24 Agreement for Purchase and Sale of Assets dated November 1, 1993
between Registrant and each of QS Raisin, Inc., The Raisin Company,
Inc., The Raisin Company, Lingo/Blue, Inc., Thomas I. Lingo, Patricia
J. Lingo and Hugh Blue (incorporated by reference to Exhibit 10.22 of
the Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 1993)(1)...................................................
10.25 Stock Purchase Agreement dated November 1, 1993 between Registrant and
each of QS Raisin, Inc., ATI Apparel Trade International, The Lingo
Family Trust, The Blue Family Trust, Davis P. Goodman, Thomas I. Lingo
and Hugh Blue (incorporated by reference to Exhibit 10.23 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 1993)(1)...................................................
11.1 Computation of Net Income Per Common Share.............................
21.1 Names and Jurisdictions of Subsidiaries................................
23.1 Independent Auditors' Consent..........................................
27.1 Financial Data Schedule................................................
</TABLE>
- ---------------
(1) Management contract or compensatory plan
<PAGE> 1
EXHIBIT 10.21
April 1, 1995
PERSONAL AND CONFIDENTIAL
- -------------------------
Mr. Robert B. McKnight, Jr.
Quiksilver, Inc.
1740 Monrovia Avenue
Costa Mesa, CA 92627
Re: Employment at Quiksilver
------------------------
Dear Bob,
This letter will confirm our understanding regarding your continued
employment at Quiksilver, Inc. ("Quiksilver" or the "Company"), and completely
supersedes and replaces any existing or previous understandings or agreements,
express or implied, we have had. The terms contained in this letter are
effective on and after April 1, 1995.
1. Your position will be Chief Executive Officer, reporting to
the Board of Directors of the Company.
2. Your base salary will be $29,167 per month, less applicable
withholdings and deductions, paid on the Company's regular
payroll dates. Your salary will be reviewed at the time
management salaries are reviewed periodically and may be
adjusted (up or down) at the Company's discretion in light of
the Company's performance, your performance, market conditions
and other factors deemed relevant by the Company.
3. For Quiksilver's fiscal year ("FY") 1994-1995 (ending October
31, 1995), you are eligible for a bonus. The bonus amount for
which you are eligible, and the criteria on which the bonus is
based, is attached as addendum A. Your share of the bonus
pool will be 50% (percent). If earned, this bonus is to be
paid yearly, ten (10) days after audited earnings are
released, and is less applicable withholdings and deductions.
If your employment terminates prior to the end of the fiscal
year, and you otherwise meet the bonus eligibility criteria,
you will receive a pro rata portion of the bonus.
4. You will accrue 20 days of vacation each year up to a maximum
of 25 days. Once the maximum is reached, additional vacation
accrual will cease until you have used some vacation to fall
below the maximum accrual allowed.
5. You (and any eligible dependents you elect) will be covered by
the Company's group medical insurance program on the same
terms and conditions applicable to comparable employees. The
Company reserves the right to change, modify, or eliminate
such coverage.
6. We will pay the premium on a term life insurance policy on
your life with a company of our choice in the face amount
determined by the Company of not less than $1 Million. Our
obligation to obtain and maintain this insurance is contingent
upon your establishing and maintaining insurability, and we
are not required to pay premiums for such a policy in excess
of $2,500 annually.
<PAGE> 2
Robert B. McKnight, Jr.
April 1, 1995
Page 2
7. The amount and terms of stock options to be granted to you
will be determined by the Board of Directors and covered in
separate agreements.
8. Notwithstanding anything to the contrary in this letter,
express or implied, your employment continues to be for an
unspecified term, and either you or Quiksilver may terminate
such employment at will and without cause at any time for any
reason. This aspect of your employment relationship can only
be changed by an individualized written agreement signed by
both you and the CEO.
The Company may terminate your employment immediately, without
notice, and without further obligation for Cause, which shall
be defined as (i) your death, (ii) your permanent disability
which renders you unable to perform your duties and
responsibilities for a period in excess of three consecutive
months, (iii) willful misconduct in the performance of your
duties, (iv) violation of law, (v) self-dealing, (iv) willful
breach of duty, (vii) habitual neglect of duty, (viii) a
material breach by you of your obligations under Pargraphs 9
and 10 of this agreement, or (ix) sustained unsatisfactory
performance (determined by the Chairman of the Board).
If Quiksilver elects to terminate your employment without
cause, or if you terminate your employment with the Company
for Good Reason (as defined below within six (6) months of the
action constituting Good Reason), the Company will continue to
pay your base salary (but not any bonuses) on its regular
payroll dates for a period of six (6) months, plus one (1)
additional month for every year of your service up to a
combined maximum salary continuation period of 12 months.
Your effective date of employment for this purpose is August
1, 1976.
"Good Reason" for you to terminate employment means a
termination as a result of (i) the assignment to you of duties
materially inconsistent with your position as set forth above
without your consent, (ii) a material change in your reporting
level from that set forth in this letter without your consent,
(iii) a material diminution of your authority without your
consent, (iv) a material breach by the Company of its
obligations under this agreement, or (v) a failure by the
Company to obtain from any successor, before the succession
takes place, an agreement to assume and perform the
obligations contained in this letter.
9. Quiksilver owns certain trade secrets and other confidential
and/or proprietary information which constitute valuable
property rights, which we have developed through a substantial
expenditure of time and money, which are and will continue to
be utilized in the Company's business and which are not
generally known in the trade. This proprietary information
includes the list of names of the customers and suppliers of
Quiksilver, and other particularized information concerning
the products, finances, processes, material preferences,
fabrics, designs, material sources, pricing information,
production schedules, marketing strategies, merchandising
strategies, order forms and other types of proprietary
information relating to our products, customers and suppliers.
You agree that you will not disclose and will keep strictly
secret and confidential all trade secrets and proprietary
information of Quiksilver, including, but not limited to,
those items specifically mentioned above.
<PAGE> 3
Robert B. McKnight, Jr.
April 1, 1995
Page 3
10. The Company will reimburse you for documented reasonable and
necessary business expenses incurred by you while engaged in
business activities for the Company's benefit on such terms
and conditions as shall be generally available to other
executives of the Company.
11. You will be required to observe the Company's personnel and
business policies and procedures as they are in effect from
time to time. In the event of any conflict, the terms of this
letter will control.
12. This letter, its addendums, and any stock option agreements we
may enter into with you contain the entire integrated
agreement between us regarding these issues, and no
modification to this letter will be valid unless set forth in
writing and signed by both you and the CEO. Any dispute
regarding the terms of this letter or any aspect of your
employment or the termination thereof must be settled
exclusively by final and binding arbitration in Orange County,
California, before a single arbitrator selected from Judicial
Arbitration & Mediation Services, Inc. ("JAMS"), whose fees
and costs shall be evenly divided by the parties. The
Company reserves the right, however, to seek judicial
provisional remedies and equitable relief regarding any breach
or threatened breach of your obligations regarding trade
secrets and proprietary information.
13. This letter agreement will be assignable by the Company to any
successor or to any other company owned or controlled by the
Company, and will be binding upon any successor to the
business of the Company, whether direct or indirect, by
purchase of securities, merger, consolidation, purchase of all
or substantially all of the assets of the Company or
otherwise.
Please sign, date and return the enclosed copy of this letter to me
for our files to acknowledge your agreement with the above.
Best personal regards.
Sincerely,
Robert B. McKnight, Jr.
Chairman and
Chief Executive Officer
RBM:jkm
Enclosure
ACKNOWLEDGED AND AGREED:
- ---------------------------
Robert B. McKnight, Jr.
Date: , 1995
----------------
<PAGE> 4
ADDENDUM "B"
"Change in Control" means the occurrence of one or more of the following
events: (i) any corporation, partnership, person, other entity, or group (as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended)
(collectively, a "Person") acquires shares of capital stock of the Company
representing more than 50% of the total number of shares of capital stock that
may be voted for the election of directors of the Company, (ii) a merger,
consolidation, or other business combination of the Company with or into
another Person is consummated, or all or substantially all of the assets of the
Company are acquired by another Person, as a result of which the stockholders
of the Company immediately prior to the consummation of such transaction own,
immediately after consummation of such transaction equity securities possessing
less than 50% of the voting power of the surviving or acquiring Person (or any
Person in control of the surviving or acquiring Person, the equity securities
of which are issued or transferred in such transaction), (iii) as the result of
or in connection with any tender or exchange offer, any contested election of
directors or any combination thereof, the persons who were directors of the
Company immediately before such tender or exchange offer, contested election or
combination thereof cease to constitute a majority of the Board of Directors of
the Company or any successor to the Company, (iv) the stockholders of the
Company approve a plan of complete liquidation, dissolution or winding up of
the Company or an agreement for the sale or other disposition of all or
substantially all of the assets of the Company or (v) the adoption of a
resolution by the affirmative vote of not less than two-thirds of the members
of the Board of Directors who were members immediately prior to any Change in
Control which resolution shall state that, in the good faith determination of
the Board of Directors, a Change in Control of the Company has occurred.
Notwithstanding anything to the contrary set forth in this definition, if a
transaction that would otherwise create or result in a Change in Control of the
Company is approved by the affirmative vote of not less than two-thirds of the
members of the Board of Directors of the Company, who were members of the Board
of Directors immediately prior to any Change in Control, then no Change of
Control of the Company shall be deemed to have occurred for the purposes of
this agreement.
<PAGE> 1
EXHIBIT 10.22
April 1, 1995
PERSONAL AND CONFIDENTIAL
- -------------------------
Mr. Harry Hodge
Na Pali S.A.
Z.I. de Jalday
St. Jean de Luz
France 64500
Re: Employment at Quiksilver
------------------------
Dear Harry,
This letter will confirm our understanding regarding your continued
employment at Quiksilver, Inc. ("Quiksilver" or the "Company"), and completely
supersedes and replaces any existing or previous understandings or agreements,
express or implied, we have had. The terms contained in this letter are
effective on and after April 1, 1995.
1. Your position will be President of Na Pali, S.A., currently
reporting to the Chairman of the Board or his designee. Your
primary job responsibilities and job duties will involve
managing and directing the Company's overall business
performance including sales, merchandising and design,
marketing, production, finance and customer service.
2. Your base salary will be 100,000FF per month, less applicable
withholdings and deductions, paid on the Company's regular
payroll dates. Your salary will be reviewed at the time
management salaries are reviewed periodically and may be
adjusted (up or down) at the Company's discretion in light of
the Company's performance, your performance, market conditions
and other factors deemed relevant by the Company.
3. For Quiksilver's fiscal year ("FY") 1994-1995 (ending October
31, 1995), you are eligible for a bonus. The bonus amount for
which you are eligible, and the criteria on which the bonus is
based, is attached as addendum A-II. Your share of the bonus
pool will be 55% (percent). If earned, this bonus (A-II), is
to be paid annually, ten (10) days after audited year- end
earnings are released and is less applicable withholdings and
deductions. If your employment termintes prior to the end of
the fiscal year, and you otherwise meet the bonus eligibility
criteria, you will receive a pro-rata portion of the bonus.
4. You will accrue 25 days of vacation each year. Once the
maximum is reached, additional vacation accrual will cease
until you have used some vacation to fall below the maximum
accrual allowed.
5. You (and any eligible dependents you elect) will be covered by
the Company's group medical insurance program on the same
terms and conditions applicable to comparable employees. The
Company reserves the right to change, modify, or eliminate
such coverage.
6. The amount and terms of stock options to be granted to you
will be determined by the Board of Directors and covered in
separate agreements.
<PAGE> 2
Harry Hodge
April 1, 1995
Page 2
7. Notwithstanding anything to the contrary in this letter,
express or implied, your employment continues to be for an
unspecified term, and either you or Quiksilver may terminate
such employment at will and without cause at any time for any
reason. This aspect of your employment relationship can only
be changed by an individualized written agreement signed by
both you and the CEO.
The Company may terminate your employment immediately, without
notice, and without further obligation for Cause, which shall
be defined as (i) your death, (ii) your permanent disability
which renders you unable to perform your duties and
responsibilities for a period in excess of three consecutive
months, (iii) willful misconduct in the performance of your
duties, (iv) violation of law, (v) self-dealing, (vi) willful
breach of duty, (vii) habitual neglect of duty, (viii) a
material breach by you of your obligations under Paragraphs 8
and 9 of this agreement, or (ix) sustained unsatisfactory
performance (determined by the Chairman of the Board).
If Quiksilver elects to terminate your employment without
cause, or if you terminate your employment with the Company
for Good Reason (as defined below within six (6) months of the
action constituting Good Reason), the Company will continue to
pay your base salary (but not any bonuses) on its regular
payroll dates for a period of six (6) months, plus one (1)
additional month for every year of your service up to a
combined maximum salary continuation period of 12 months.
Your effective date of employment for this purpose is January
4, 1985.
"Good Reason" for you to terminate employment means a
termination as a result of (i) the assignment to you of duties
materially inconsistent with your position as set forth above
without your consent, (ii) a material change in your reporting
level from that set forth in this letter without your consent,
(iii) a material diminution of your authority without your
consent, (iv) a material breach by the Company of its
obligations under this agreement, or (iii) a failure by the
Company to obtain from any successor, before the succession
takes place, an agreement to assume and perform the
obligations contained in this letter.
8. Quiksilver owns certain trade secrets and other confidential
and/or proprietary information which constitute valuable
property rights, which we have developed through a substantial
expenditure of time and money, which are and will continue to
be utilized in the Company's business and which are not
generally known in the trade. This proprietary information
includes the list of names of the customers and suppliers of
Quiksilver, and other particularized information concerning
the products, finances, processes, material preferences,
fabrics, designs, material sources, pricing information,
production schedules, marketing strategies, merchandising
strategies, order forms and other types of proprietary
information relating to our products, customers and suppliers.
You agree that you will not disclose and will keep strictly
secret and confidential all trade secrets and proprietary
information of Quiksilver, including, but not limited to,
those items specifically mentioned above.
9. You will be required to observe the Company's personnel and
business policies and procedures as they are in effect from
time to time. In the event of any conflict, the terms of this
letter will control.
<PAGE> 3
Harry Hodge
April 1, 1995
Page 3
10. The Company will reimburse you for documented reasonable and
necessary business expenses incurred by you while engaged in
business activities for the Company's benefit on such terms
and conditions as shall be generally available to other
executives of the Company.
11. This letter, its addendum's, and any stock option agreements
we may enter into with you contain the entire integrated
agreement between us regarding these issues, and no
modification to this letter will be valid unless set forth in
writing and signed by both you and the CEO. Any dispute
regarding the terms of this letter or any aspect of your
employment or the termination thereof must be settled
exclusively by final and binding arbitration in Orange County,
California, before a single arbitrator selected from Judicial
Arbitration & Mediation Services, Inc. ("JAMS"), whose fees
and costs shall be evenly divided by the parties. The
Company reserves the right, however, to seek judicial
provisional remedies and equitable relief regarding any breach
or threatened breach of your obligations regarding trade
secrets and proprietary information.
12. This letter agreement will be assignable by the Company to any
successor or to any other company owned or controlled by the
Company, and will be binding upon any successor to the
business of the Company, whether direct or indirect, by
purchase of securities, merger, consolidation, purchase of all
or substantially all of the assets of the Company or
otherwise.
Please sign, date and return the enclosed copy of this letter to me
for our files to acknowledge your agreement with the above.
Best personal regards.
Sincerely,
Robert B. McKnight, Jr.
Chairman and
Chief Executive Officer
RBM:jkm
Enclosure
ACKNOWLEDGED AND AGREED:
- ---------------------------
Harry Hodge
Date: , 1995
---------------
<PAGE> 4
ADDENDUM "A"
SUMMARY OF THE QUIKSILVER, INC. ROE BONUS POOL
"KIRBY PLAN"
HARRY HODGE
10% OF ROE BONUS POOL
<TABLE>
<CAPTION>
Pre-Tax Percentage Over
ROE Threshold Into
Bonus Pool
<S> <C> <C>
Threshold Less than 12% 0%
- ---------
12% - 15% 10%
Target 15% - 18% 15%
- ------
18% - 21% 20%
Maximum 21% - 24% 25%
- -------
EXAMPLE:
- -------
Example 1 Example 2
Total Stockholders Equity $40,000,000 $44,900,000
Pre-Tax Earnings $ 8,000,000 $ 7,200,000
ROE 20% 16%
Threshold ROE 12% 12%
Threshold Pre-Tax Earnings (12% of Pre-Tax Earnings) $ 4,800,000 $ 5,388,000
Amount of Pre-Tax Earnings Over Threshold $ 3,200,000 $ 1,812,000
Percentage of Amount Over Threshold That Is Contributed To Bonus Pool 20% 15%
Amount Contributed To Bonus Pool $ 640,000 $ 271,800
----------- -----------
Actual Beginning Stockholders Equity (October 31, 1992) is $40,787,000
----------
</TABLE>
<PAGE> 5
ADDENDUM "B"
"Change in Control" means the occurrence of one or more of the following
events: (i) any corporation, partnership, person, other entity, or group (as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended)
(collectively, a "Person") acquires shares of capital stock of the Company
representing more than 50% of the total number of shares of capital stock that
may be voted for the election of directors of the Company, (ii) a merger,
consolidation, or other business combination of the Company with or into
another Person is consummated, or all or substantially all of the assets of the
Company are acquired by another Person, as a result of which the stockholders
of the Company immediately prior to the consummation of such transaction own,
immediately after consummation of such transaction equity securities possessing
less than 50% of the voting power of the surviving or acquiring Person (or any
Person in control of the surviving or acquiring Person, the equity securities
of which are issued or transferred in such transaction), (iii) as the result of
or in connection with any tender or exchange offer, any contested election of
directors or any combination thereof, the persons who were directors of the
Company immediately before such tender or exchange offer, contested election or
combination thereof cease to constitute a majority of the Board of Directors of
the Company or any successor to the Company, (iv) the stockholders of the
Company approve a plan of complete liquidation, dissolution or winding up of
the Company or an agreement for the sale or other disposition of all or
substantially all of the assets of the Company or (v) the adoption of a
resolution by the affirmative vote of not less than two-thirds of the members
of the Board of Directors who were members immediately prior to any Change in
Control which resolution shall state that, in the good faith determination of
the Board of Directors, a Change in Control of the Company has occurred.
Notwithstanding anything to the contrary set forth in this definition, if a
transaction that would otherwise create or result in a Change in Control of the
Company is approved by the affirmative vote of not less than two-thirds of the
members of the Board of Directors of the Company, who were members of the Board
of Directors immediately prior to any Change in Control, then no Change of
Control of the Company shall be deemed to have occurred for the purposes of
this agreement.
<PAGE> 1
EXHIBIT 10.23
April 1, 1995
PERSONAL AND CONFIDENTIAL
- -------------------------
Mr. Bert Fenenga
c/o Quiksilver, Inc.
1740 Monrovia Avenue
Costa Mesa, California 92627-9407
Re: Employment at Quiksilver
------------------------
Dear Bert:
This letter will confirm our understanding regarding your continued
employment at Quiksilver, Inc. ("Quiksilver" or the "Company"), and completely
supersedes and replaces any existing or previous understandings or agreements,
express or implied, we have had. The terms contained in this letter are
effective on and after April 1, 1995.
1. Your position will be Chief Financial Officer and Treasurer
and you will be a Vice President of the Company, currently
reporting to the Chief Operating Officer or his designee.
Your primary job responsibilities and job duties will involve
managing and directing the Company's overall business
performance with regard to accounting and finance.
2. Your base salary will be $10,833 per month, less applicable
withholdings and deductions, paid on the Company's regular
payroll dates. Your salary will be reviewed at the time
management salaries are reviewed periodically and may be
adjusted (up or down) at the Company's discretion in light of
the Company's performance, your performance, market conditions
and other factors deemed relevant by the Company.
3. For Quiksilver's fiscal year ("FY") 1994-1995 (ending October
31, 1995), you are eligible for a bonus. The bonus amount for
which you are eligible, and the criteria on which the bonus is
based, are attached as addendum A. If earned, the bonus is to
be paid in quarterly amounts, ten days after audited earnings
are released, and is less applicable withholdings and
deductions. You must be employed continuously through each
quarter to be eligible for that quarters bonus.
You are also eligible for an additional bonus, addendum A-II.
Your share of this bonus pool will be 25% (percent). If
earned, this bonus (A-II), is to be paid annually, ten (10)
days after audited year-end earnings are released and is less
applicable withholdings and deductions. If your employment
terminates prior to the end of the fiscal year, and you
otherwise meet the bonus eligibility criteria, you will
receive a pro-rata portion of the bonus.
4. You will accrue 20 days of vacation each year up to a maximum
of 25 days. Once the maximum is reached, additional vacation
accrual will cease until you have used some vacation to fall
below the maximum accrual allowed.
5. You (and any eligible dependents you elect) will be covered by
the Company's group medical insurance program on the same
terms and conditions applicable to comparable employees. The
Company reserves the right to change, modify, or eliminate
such coverage.
<PAGE> 2
Bert Fenenga
April 1, 1995
Page 2
6. We will pay the premium on a term life insurance policy on
your life with a company of our choice in the face amount
determined by the Company of not less than $500,000. Our
obligation to obtain and maintain this insurance is contingent
upon your establishing and maintaining insurability, and we
are not required to pay premiums for such a policy in excess
of $1,250.00 annually.
7. The amount and terms of stock options to be granted to you
will be determined by the Board of Directors and covered in
separate agreements.
8. The Company may terminate your employment immediately, without
notice and without further obligation for Cause, which shall
be defined as (i) your death, (ii) your permanent disability
which renders you unable to perform your duties and
responsibilities for a period in excess of three consecutive
months, (iii) willful misconduct in the performance of your
duties, (iv) violation of law, (v) self-dealing, (vi) willful
breach of duty, (vii) habitual neglect of duty, (viii) a
material breach by you of your obligations under Paragraphs 9
and 10 of this agreement, or (ix) sustained unsatisfactory
performance (determined by the Chairman of the Board).
Notwithstanding anything to the contrary in this agreement or
in your employment relationship, express or implied, your
employment is for an unspecified term and may also be
terminated at will and without Cause or notice at any time for
any reason. this at-will aspect of your employment
relationship can only be changed by an individualized written
agreement signed by both you and the Chairman of the Board.
If the Company elects to terminate your employment without
Cause, or if you terminate your employment with the Company
for Good Reason (as defined below) within six (6) months of
the action constituting Good Reason, the Company will continue
to pay your Base Salary (but not any bonuses or employee
benefits) on its regular payroll dates for a period of six (6)
months, plus an additional one (1) month for each of your fist
six *6) full years of service with the Company up to a maximum
aggregate salary continuation period of 12 months. Your
effective date of employment for this purpose is July 9, 1990.
If the Company terminates your employment for Cause, or if you
resign/terminate your employment without Good Reason, you will
receive your Base Salary through the date of termination only.
"Good Reason" for you to terminate employment means a
termination following a "Change in Control" (as defined in
addendum B hereto) as a result of (i) the assignment to you of
duties materially inconsistent with your position as set forth
above without your consent, (ii) a material change in your
reporting level from that set forth in this letter without
your consent, (iii) a material diminution of your authority
without your consent, (iv) a material breach by the Company of
its obligations under this agreement, or (v) a failure by the
Company to obtain from any successor, before the succession
takes place, an agreement to assume and perform the
obligations contained in this letter.
9. Quiksilver owns certain trade secrets and other confidential
and/or proprietary information which constitute valuable
property rights, which we have developed through a substantial
expenditure of time and money, which are and will continue to
be utilized in the Company's business and which are not
generally known in the trade. This proprietary information
includes the list of names of the customers and suppliers of
Quiksilver, and
<PAGE> 3
Bert Fenenga
April 1, 1995
Page 3
other particularized information concerning the products,
finances, processes, material preferences, fabrics, designs,
material sources, pricing information, production schedules,
marketing strategies, merchandising strategies, order forms
and other types of proprietary information relating to our
products, customers and suppliers. You agree that you will
not disclose and will keep strictly secret and confidential
all trade secrets and proprietary information of Quiksilver,
including, but not limited to, those items specifically
mentioned above.
10. You will be required to observe the Company's personnel and
business policies and procedures as they are in effect from
time to time. In the event of any conflict, the terms of this
letter will control.
11. This letter, its addendums, and any stock option agreements we
may enter into with you contain the entire integrated
agreement between us regarding these issues, and no
modification to this letter will be valid unless set forth in
writing and signed by both you and the CEO. Any dispute
regarding the terms of this letter or any aspect of your
employment or the termination thereof must be settled
exclusively by final and binding arbitration in Orange County,
California, before a single arbitrator selected from Judicial
Arbitration & Mediation Services, Inc. ("JAMS"), whose fees
and costs shall be evenly divided by the parties. The
Company reserves the right, however, to seek judicial
provisional remedies and equitable relief regarding any breach
or threatened breach of your obligations regarding trade
secrets and proprietary information.
12. This letter agreement will be assignable by the Company to any
successor or to any other company owned or controlled by the
Company, and will be binding upon any successor to the
business of the Company, whether direct or indirect, by
purchase of securities, merger, consolidation, purchase of all
or substantially all of the assets of the Company or
otherwise.
Please sign, date and return the enclosed copy of this letter to me
for our files to acknowledge your agreement with the above.
Best personal regards.
Sincerely,
Robert B. McKnight, Jr.
Chairman and
Chief Executive Officer
RBM:jkm
Enclosure
ACKNOWLEDGED AND AGREED:
- -----------------------------
Bert Fenenga
Date: , 1995
-----------------
<PAGE> 4
ADDENDUM "B"
"Change in Control" means the occurrence of one or more of the following
events: (i) any corporation, partnership, person, other entity, or group (as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended)
(collectively, a "Person") acquires shares of capital stock of the Company
representing more than 50% of the total number of shares of capital stock that
may be voted for the election of directors of the Company, (ii) a merger,
consolidation, or other business combination of the Company with or into
another Person is consummated, or all or substantially all of the assets of the
Company are acquired by another Person, as a result of which the stockholders
of the Company immediately prior to the consummation of such transaction own,
immediately after consummation of such transaction equity securities possessing
less than 50% of the voting power of the surviving or acquiring Person (or any
Person in control of the surviving or acquiring Person, the equity securities
of which are issued or transferred in such transaction), (iii) as the result of
or in connection with any tender or exchange offer, any contested election of
directors or any combination thereof, the persons who were directors of the
Company immediately before such tender or exchange offer, contested election or
combination thereof cease to constitute a majority of the Board of Directors of
the Company or any successor to the Company, (iv) the stockholders of the
Company approve a plan of complete liquidation, dissolution or winding up of
the Company or an agreement for the sale or other disposition of all or
substantially all of the assets of the Company or (v) the adoption of a
resolution by the affirmative vote of not less than two-thirds of the members
of the Board of Directors who were members immediately prior to any Change in
Control which resolution shall state that, in the good faith determination of
the Board of Directors, a Change in Control of the Company has occurred.
Notwithstanding anything to the contrary set forth in this definition, if a
transaction that would otherwise create or result in a Change in Control of the
Company is approved by the affirmative vote of not less than two-thirds of the
members of the Board of Directors of the Company, who were members of the Board
of Directors immediately prior to any Change in Control, then no Change of
Control of the Company shall be deemed to have occurred for the purposes of
this agreement.
<PAGE> 1
EXHIBIT 11.1
QUIKSILVER, INC.
COMPUTATION OF NET INCOME PER COMMON SHARE
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
---------------------------------------
1995 1994 1993
----------- ---------- ----------
<S> <C> <C> <C>
PRIMARY NET INCOME COMPUTATION
Average number of common shares and common share
equivalents outstanding:
Average outstanding common shares................. 6,634,000 6,477,000 6,389,000
Dilutive effect of stock options after application
of treasury stock method....................... 248,000 171,000 49,000
----------- ---------- ----------
6,882,000 6,648,000 6,438,000
=========== ========== ==========
Net income.......................................... $10,012,000 $7,738,000 $4,431,000
=========== ========== ==========
Net income per primary common share................. $ 1.45 $ 1.16 $ .69
=========== ========== ==========
FULLY DILUTED NET INCOME COMPUTATION
Average number of common shares and common share
equivalents outstanding:
Average outstanding common shares................. 6,634,000 6,477,000 6,389,000
Dilutive effect of stock options after application
of treasury stock method....................... 307,000 254,000 96,000
----------- ---------- ----------
6,941,000 6,731,000 6,485,000
=========== ========== ==========
Net income.......................................... $10,012,000 $7,738,000 $4,431,000
=========== ========== ==========
Net income per fully diluted common share........... $ 1.44 $ 1.15 $ .68
=========== ========== ==========
</TABLE>
<PAGE> 1
EXHIBIT 21.1
QUIKSILVER, INC.
NAMES AND JURISDICTIONS OF SUBSIDIARIES
<TABLE>
<CAPTION>
SUBSIDIARY NAME JURISDICTION
--------------- ------------
<S> <C>
Na Pali, S.A................................................... France
The Raisin Company, Inc........................................ California
ATI Apparel Trade International................................ California
QS International, Inc.......................................... California
</TABLE>
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements No.
33-24527, No. 33-65002, No. 33-65004 and No. 33-58657 of Quiksilver, Inc. on
Form S-8 of our report, dated December 22, 1995, appearing in this Annual Report
on Form 10-K of Quiksilver, Inc. for the year ended October 31, 1995.
DELOITTE & TOUCHE LLP
Costa Mesa, California
January 24, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from Quiksilver,
Inc's October 31, 1995 Form 10-K and is qualified in its entirety by reference
to such Form 10-K.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
<CASH> 3,461,000
<SECURITIES> 0
<RECEIVABLES> 38,308,000
<ALLOWANCES> 2,717,000
<INVENTORY> 28,355,000
<CURRENT-ASSETS> 73,835,000
<PP&E> 7,032,000
<DEPRECIATION> 6,982,000
<TOTAL-ASSETS> 99,168,000
<CURRENT-LIABILITIES> 26,933,000
<BONDS> 3,530,000
68,000
0
<COMMON> 0
<OTHER-SE> 68,870,000
<TOTAL-LIABILITY-AND-EQUITY> 99,168,000
<SALES> 172,787,000
<TOTAL-REVENUES> 172,787,000
<CGS> 106,741,000
<TOTAL-COSTS> 106,741,000
<OTHER-EXPENSES> 18,136,000
<LOSS-PROVISION> 2,717,000
<INTEREST-EXPENSE> 1,150,000
<INCOME-PRETAX> 16,836,000
<INCOME-TAX> 6,824,000
<INCOME-CONTINUING> 10,012,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,012,000
<EPS-PRIMARY> 1.45
<EPS-DILUTED> 1.44
</TABLE>
