skx-10q_20190331.htm

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 1, 2019, 134,384,834 shares of the registrant’s Class A Common Stock, $0.001 par value per share, were outstanding.

As of May 1, 2019, 23,015,771 shares of the registrant’s Class B Common Stock, $0.001 par value per share, were outstanding.

	March 31,			December 31,
	2019			2018
ASSETS
Current assets:
Cash and cash equivalents	$	687,498		$	872,237
Short-term investments		96,387			100,029
Trade accounts receivable, less allowances of $25,206 in 2019 and $25,616 in 2018		736,563			501,913
Other receivables		35,347			55,683
Total receivables		771,910			557,596
Inventories		740,869			863,260
Prepaid expenses and other current assets		85,137			79,018
Total current assets		2,381,801			2,472,140
Property, plant and equipment, net		605,876			585,457
Operating lease right-of-use assets		970,379			—
Deferred tax assets		36,562			39,431
Long-term investments		95,906			93,745
Other assets, net		36,889			37,482
Total non-current assets		1,745,612			756,115
TOTAL ASSETS	$	4,127,413		$	3,228,255
LIABILITIES AND EQUITY
Current liabilities:
Current installments of long-term borrowings	$	1,576		$	1,666
Short-term borrowings		14,966			7,222
Accounts payable		456,306			679,553
Operating lease liabilities		170,834			—
Accrued expenses		175,492			161,781
Total current liabilities		819,174			850,222
Long-term borrowings, excluding current installments		93,755			88,119
Long-term operating lease liabilities		875,701			—
Deferred tax liabilities		443			451
Other long-term liabilities		102,822			100,188
Total non-current liabilities		1,072,721			188,758
Total liabilities		1,891,895			1,038,980
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value; 10,000 shares authorized; none issued and outstanding		—			—
Class A common stock, $0.001 par value; 500,000 shares authorized; 130,242 and 129,525 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively		130			129
Class B common stock, $0.001 par value; 75,000 shares authorized; 23,016 and 23,983 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively		23			24
Additional paid-in capital		291,867			375,017
Accumulated other comprehensive loss		(29,522	)		(31,488	)
Retained earnings		1,800,034			1,691,276
Skechers U.S.A., Inc. equity		2,062,532			2,034,958
Non-controlling interests		172,986			154,317
Total stockholders' equity		2,235,518			2,189,275
TOTAL LIABILITIES AND EQUITY	$	4,127,413		$	3,228,255

See accompanying notes to unaudited condensed consolidated financial statements.

	Three Months Ended March 31,
	2019			2018
Net sales	$	1,276,756		$	1,250,078
Cost of sales		686,247			666,974
Gross profit		590,509			583,104
Royalty income		5,201			5,522
		595,710			588,626
Operating expenses:
Selling		70,214			84,446
General and administrative		359,632			355,381
		429,846			439,827
Earnings from operations		165,864			148,799
Other income (expense):
Interest income		3,142			755
Interest expense		(1,277	)		(1,078	)
Other, net		(4,986	)		3,403
Total other income (expense)		(3,121	)		3,080
Earnings before income tax expense		162,743			151,879
Income tax expense		31,724			14,621
Net earnings		131,019			137,258
Less: Net earnings attributable to non-controlling interests		22,261			19,606
Net earnings attributable to Skechers U.S.A., Inc.	$	108,758		$	117,652
Net earnings per share attributable to Skechers U.S.A., Inc.:
Basic	$	0.71		$	0.75
Diluted	$	0.71		$	0.75
Weighted average shares used in calculating net earnings per share attributable to Skechers U.S.A, Inc.:
Basic		153,480			156,433
Diluted		154,134			157,630

See accompanying notes to unaudited condensed consolidated financial statements.

	SHARES						AMOUNT								ACCUMULATED
	CLASS A			CLASS B			CLASS A		CLASS B			ADDITIONAL			OTHER					SKECHERS			NON			TOTAL
	COMMON			COMMON			COMMON		COMMON			PAID-IN			COMPREHENSIVE			RETAINED		U.S.A., INC.			CONTROLLING			STOCKHOLDERS'
	STOCK			STOCK			STOCK		STOCK			CAPITAL			INCOME (LOSS)			EARNINGS		EQUITY			INTERESTS			EQUITY
Balance at December 31, 2018		129,525			23,983		$	129	$	24		$	375,017		$	(31,488	)	$	1,691,276	$	2,034,958		$	154,317		$	2,189,275
Net earnings		—			—			—		—			—			—			108,758		108,758			22,261			131,019
Foreign currency translation adjustment		—			—			—		—			—			1,966			—		1,966			1,486			3,452
Contribution from noncontrolling interest of consolidated entity		—			—			—		—			—			—			—		—			7,565			7,565
Distribution to noncontrolling interest of consolidated entity		—			—			—		—			—			—			—		—			(1,014	)		(1,014	)
Purchase of non-controlling interest		—			—			—		—			(71,265	)		—			—		(71,265	)		(11,629	)		(82,894	)
Stock compensation expense		—			—			—		—			8,940			—			—		8,940			—			8,940
Shares issued under the Incentive Award Plan		378			—			—		—			—			—			—		—			—			—
Shares redeemed for employee tax withholdings		(170	)		—			—		—			(5,816	)		—			—		(5,816	)		—			(5,816	)
Conversion of Class B Common Stock into Class A Common Stock		967			(967	)		1		(1	)		—			—			—		—			—			—
Repurchases of common stock		(458	)		—			—		—			(15,009	)		—			—		(15,009	)		—			(15,009	)
Balance at March 31, 2019		130,242			23,016		$	130	$	23		$	291,867		$	(29,522	)	$	1,800,034	$	2,062,532		$	172,986		$	2,235,518

Balance at December 31, 2017		131,784			24,545		$	132	$	24		$	453,417		$	(14,744	)	$	1,390,235	$	1,829,064		$	119,147		$	1,948,211
Net earnings		—			—			—		—			—			—			117,652		117,652			19,606			137,258
Foreign currency translation adjustment		—			—			—		—			—			2,494			—		2,494			2,839			5,333
Distribution to noncontrolling interest of consolidated entity		—			—			—		—			—			—			—		—			(4,437	)		(4,437	)
Stock compensation expense		—			—			—		—			8,678			—			—		8,678			—			8,678
Shares issued under the Incentive Award Plan		538			—			—		—			—			—			—		—			—			—
Shares redeemed for employee tax withholdings		(213	)		—			—		—			(8,718	)		—			—		(8,718	)		—			(8,718	)
Conversion of Class B Common Stock into Class A Common Stock		382			(382	)		—		—			—			—			—		—			—			—
Repurchases of common stock		(76	)		—			—		—			(3,000	)		—			—		(3,000	)		—			(3,000	)
Balance at March 31, 2018		132,415			24,163		$	132	$	24		$	450,377		$	(12,250	)	$	1,507,887	$	1,946,170		$	137,155		$	2,083,325

See accompanying notes to unaudited condensed consolidated financial statements.

	Three Months Ended March 31,
	2019			2018
Cash flows from operating activities:
Net earnings	$	131,019		$	137,258
Adjustment to reconcile net earnings to net cash from operating activities:
Depreciation and amortization		27,421			27,176
Provision for bad debts and returns		9,665			13,571
Share based compensation		8,940			8,678
Deferred income taxes		3,074			435
Other items, net		304			17
Net foreign currency adjustments		4,422			(469	)
(Increase) decrease in assets:
Receivables		(218,863	)		(275,837	)
Inventories		126,810			79,926
Other assets		(27,229	)		(8,621	)
Increase (decrease) in liabilities:
Accounts payable		(135,976	)		11,097
Other liabilities		6,908			10,307
Net cash provided by (used in) operating activities		(63,505	)		3,538
Cash flows from investing activities:
Capital expenditures		(38,144	)		(34,464	)
Purchases of investments		(63,580	)		(1,468	)
Proceeds from sales and maturities of investments		65,060			347
Net cash used in investing activities		(36,664	)		(35,585	)
Cash flows from financing activities:
Repayments on long-term borrowings		(457	)		(458	)
Proceeds from long-term borrowings		3,855			—
Proceeds from short-term borrowings		7,743			4,189
Payments for taxes related to net share settlement of equity awards		(5,816	)		(8,718	)
Repurchase of Class A common stock		(15,009	)		(3,000	)
Cash used for purchase of non-controlling interest		(82,894	)		—
Distributions to non-controlling interests		(1,014	)		(4,437	)
Net cash used in financing activities		(93,592	)		(12,424	)
Effect of exchange rate changes on cash and cash equivalents		9,022			8,111
Net decrease in cash and cash equivalents		(184,739	)		(36,360	)
Cash and cash equivalents at beginning of the period		872,237			736,431
Cash and cash equivalents at end of the period	$	687,498		$	718,536

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	1,295		$	1,080
Income taxes, net		18,390			16,283
Non-cash transactions:
Land and other assets contribution from non-controlling interest		7,565			—
Note payable contribution from non-controlling interest		2,150			—

See accompanying notes to unaudited condensed consolidated financial statements.

The accompanying condensed consolidated financial statements of Skechers U.S.A., Inc. (the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S‑X. Accordingly, they do not include certain notes and financial presentations normally required under U.S. GAAP for complete financial reporting. The interim financial information is unaudited, but reflects all normal adjustments and accruals which are, in the opinion of management, considered necessary to provide a fair presentation for the interim periods presented. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2019.

Inventories, principally finished goods, are stated at the lower of cost (based on the first-in, first-out method) or market (net realizable value). Cost includes shipping and handling fees and costs, which are subsequently expensed to cost of sales. The Company provides for estimated losses from obsolete or slow-moving inventories, and writes down the cost of inventory at the time such determinations are made. Reserves are estimated based on inventory on hand, historical sales activity, industry trends, the retail environment, and the expected net realizable value. The net realizable value is determined using estimated sales prices of similar inventory through off-price or discount store channels.

The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. This accounting standard established a fair value hierarchy, which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required:

The carrying amount of the Company’s financial instruments, which principally include cash and cash equivalents, short-term investments, accounts receivable, long-term investments, accounts payable and accrued expenses approximates fair value because of the relatively short maturity of such instruments. The carrying amount of the Company’s short-term and long-term borrowings, which are considered Level 2 liabilities, approximates fair value based upon current rates and terms available to the Company for similar debt.

As of August 12, 2015, the Company entered into an interest rate swap agreement concurrent with refinancing its domestic distribution center construction loan (see Note 4). The fair value of the interest rate swap was determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipt was based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. To comply with U.S. GAAP, credit valuation adjustments were incorporated to appropriately reflect both the Company’s nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. The majority of the inputs used to value the interest rate swap were within Level 2 of the fair value hierarchy. As of March 31, 2019 and December 31, 2018, the interest rate swap was a Level 2 derivative and was classified as other long-term liabilities in the Company’s condensed consolidated balance sheets.

The preparation of the condensed consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates.

In accordance with Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” (“ASU 2014-09”), the Company recognizes revenue when control of the promised goods or services is transferred to its customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company derives income from the sale of footwear and royalties earned from licensing the Skechers brand. For North America, goods are shipped Free on Board (“FOB”) shipping point directly from the Company’s domestic distribution center in Rancho Belago, California. For international wholesale customers product is shipped FOB shipping point, (i) direct from the Company’s distribution center in Liege, Belgium, (ii) to third-party distribution centers in Central America, South America and Asia, (iii) directly from third-party manufacturers to our other international customers. For our distributor sales, the goods are generally delivered directly from the independent factories to third-party distribution centers or to our distributors’ freight forwarders on a Free Named Carrier (“FCA”) basis. The Company recognizes revenue on wholesale sales upon shipment as that is when the customer obtains control of the promised goods. Related costs paid to third-party shipping companies are recorded as cost of sales and are accounted for as a fulfillment cost and not as a separate performance obligation. The Company generates retail revenues primarily from the sale of footwear to customers at retail locations or through the Company’s websites. For our in-store sales, the Company recognizes revenue at the point of sale. For sales made through our websites, we recognize revenue upon shipment to the customer which is when the customer obtains control of the promised good. Sales and value added taxes collected from e-commerce or retail customers are excluded from reported revenues.

The Company records accounts receivable at the time of shipment when the Company’s right to the consideration becomes unconditional. The Company typically extends credit terms to our wholesale customers based on their creditworthiness and generally does not receive advance payments. Generally, wholesale customers do not have the right to return goods, however, the Company periodically decides to accept returns or provide customers with credits. Allowances for estimated returns, discounts, doubtful accounts and chargebacks are provided for when related revenue is recorded. Retail and e-commerce sales represent amounts due from credit card companies and are generally collected within a few days of the purchase. As such, the Company has determined that no allowance for doubtful accounts for retail and e-commerce sales is necessary.

The Company earns royalty income from its licensing arrangements which qualify as symbolic licenses rather than functional licenses. Upon signing a new licensing agreement, the Company receives up-front fees, which are generally characterized as prepaid royalties. These fees are initially deferred and recognized as revenue is earned (i.e., as licensed sales are reported to the Company or on a straight-line basis over the term of the agreement). The Company applies the sales-based royalty exception for the royalty income based on sales and recognizes revenue only when subsequent sales occur. The Company calculates and accrues estimated royalties based on the agreement terms and correspondence with the licensees regarding actual sales.

The Company considered several factors in determining that control transfers to the customer upon shipment of products. These factors include that legal title transfers to the customer, the Company has a present right to payment, and the customer has assumed the risks and rewards of ownership at the time of shipment. The Company accrues a liability for product returns at the time of sale based on our historical experience. The Company also accrues amounts for goods expected to be returned in salable condition. As of March 31, 2019 and December 31, 2018, the Company’s sales returns liability totaled $75.0 million and $67.3 million, respectively, and was included in accrued expenses in the condensed consolidated balance sheets.

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (“ASU 2016-02”), to enhance the transparency and comparability of financial reporting related to leasing arrangements. Subsequently, the FASB issued various amendments to ASU 2016-02 (collectively with ASU 2016-02 “ASC 842”). The company adopted ASC 842 on January 1, 2019, using the optional transition method and also elected to use the 'package of practical expedients', which permits the company to treat conclusions about lease identification, lease classification and initial direct costs as fixed. Therefore, the company will not apply the standard to the comparative periods presented in the company condensed consolidated financial statements. Results for reporting periods beginning after January 1, 2019 are presented under ASC 842, while prior period amounts are not adjusted and continue to be reported in accordance with the Company's historic lease methodology under ASC 840, Leases. The company elected the practical expedient that permits the company not to recognize right-of-use assets and related liabilities that arise from short-term leases with terms of less than twelve months. As a result of the new lease standard operating leases are required to be recognized on the balance sheet as right-of-use (“ROU”) assets and operating lease liabilities. Disclosure requirements have been enhanced with the objective of enabling financial statement users to assess the amount, timing, and uncertainty of cash flows arising from leases. The standard did not have an impact on debt-covenant compliance under the Company's current debt agreements because it is a result of a change in accounting principle. See Note 3 - Leases for additional information regarding the accounting for leases.

In February 2018, the FASB issued ASU No. 2018-02, “Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” (“ASU 2018-02”). The standard permits a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The Company has elected not to reclassify the income tax effects of the 2017 Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings. ASU 2018-02 is effective for the Company’s annual and interim reporting periods beginning December 15, 2018, with early adoption permitted. The Company adopted ASU 2018-02 on January 1, 2019 and the adoption of this ASU did not have a material impact on its condensed consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13 “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement,” (“ASU No. 2018-13”), which modifies the disclosure requirements on fair value measurements, including the consideration of costs and benefits. ASU 2018-13 is effective for all entities for fiscal years beginning after December 15, 2019, but entities are permitted to early adopt either the entire standard or only the provisions that eliminate or modify the requirements. The Company is currently evaluating the impact of ASU 2018-13; however, at the current time the Company does not expect that the adoption of this ASU will have a material impact on its condensed consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15 “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract,” (“ASU 2018-15”). ASU 2018-15 requires that issuers follow the internal-use software guidance in Accounting Standards Codification (ASC) 350-40 to determine which costs to capitalize as assets or expense as incurred. The ASC 350-40 guidance requires that certain costs incurred during the application development stage be capitalized and other costs incurred during the preliminary project and post-implementation stages be expensed as they are incurred. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact of ASU 2018-15; however, at the current time the Company does not expect that the adoption of this ASU will have a material impact on its condensed consolidated financial statements.

The Company’s investments consist of mutual funds held in the company’s deferred compensation plan and classified as trading securities, U.S. Treasury securities, corporate notes and bonds, asset-backed securities and U.S. Agency securities, that the Company has the intent and ability to hold to maturity and therefore, are classified as held-to-maturity. The following tables show the Company’s cash, cash equivalents, short-term and long-term investments by significant investment category as of March 31, 2019 and December 31, 2018 (in thousands):

Large accelerated filer ☒		Accelerated filer ☐
Non-accelerated filer ☐		Smaller reporting company ☐
		Emerging growth company ☐

Title of each class		Trading symbol		Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share		SKX		New York Stock Exchange

PART I – FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited):
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Earnings	4
	Condensed Consolidated Statements of Comprehensive Income	5
	Condensed Consolidated Statements of Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	33
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	38
	Signatures	39

	Three Months Ended March 31,
	2019		2018
Net earnings	$	131,019	$	137,258
Other comprehensive income, net of tax:
Gain on foreign currency translation adjustment		3,452		5,333
Comprehensive income		134,471		142,591
Less: Comprehensive income attributable to non-controlling interests		23,747		22,445
Comprehensive income attributable to Skechers U.S.A., Inc.	$	110,724	$	120,146

	March 31, 2019
	Adjusted Cost		Unrealized Gains		Unrealized Losses		Fair Value		Cash and Cash Equivalents		Short-Term Investments		Long-Term Investments
Cash	$	527,116	$	-	$	-	$	527,116	$	527,116	$	-	$	-
Level 1:
Money market funds		160,382		-		-		160,382		160,382		-		-
U.S. Treasury securities		9,994		-		-		9,994		-		-		9,994
Total level 1		170,376		-		-		170,376		160,382		-		9,994
Level 2:										-