[10-Q] Skechers U.S.A., Inc. Quarterly Earnings Report
Skechers reported a quarterly sales record of $2.44 billion, a 13.1% increase versus the prior year, driven by international growth and higher selling prices. Gross margin narrowed to 53.3% (down 160 basis points) as higher per-unit costs and increased domestic duties offset price gains. Operating expenses rose 15.4% to $1.13 billion, primarily from higher labor, facility and distribution costs, which reduced operating income to $173.1 million from $206.5 million a year earlier.
The company recorded net earnings of $182.7 million for the quarter and net earnings attributable to Skechers of $170.5 million, with diluted EPS of $1.13. Cash and cash equivalents were $1.377 billion and operating cash flow was $448.2 million for the six months ended June 30, 2025. Capital expenditures were $330.7 million year-to-date, and unused corporate revolver capacity was $614.1 million. The company disclosed a proposed merger providing $63.00 cash per share (or $57.00 plus one Parent unit by mixed election) and recognized $9.3 million of transaction costs in the quarter.
Skechers ha registrato un record di vendite trimestrali di $2,44 miliardi, in aumento del 13,1% rispetto all'anno precedente, sostenuto dalla crescita internazionale e da prezzi di vendita pi霉 elevati. Il margine lordo si 猫 ridotto al 53,3% (in calo di 160 punti base) poich茅 costi unitari maggiori e l'incremento dei dazi nazionali hanno compensato i rialzi di prezzo. Le spese operative sono salite del 15,4% a $1,13 miliardi, principalmente per maggiori costi del lavoro, delle strutture e della distribuzione, riducendo il reddito operativo a $173,1 milioni dai $206,5 milioni dell'anno precedente.
La societ脿 ha registrato utili netti per il trimestre pari a $182,7 milioni e utili netti attribuibili a Skechers di $170,5 milioni, con utile diluito per azione di $1,13. La liquidit脿 e gli equivalenti di cassa ammontavano a $1,377 miliardi e il flusso di cassa operativo 猫 stato di $448,2 milioni nei sei mesi chiusi il 30 giugno 2025. Le spese in conto capitale da inizio anno sono state $330,7 milioni e la capacit脿 inutilizzata della linea di credito revolving aziendale era $614,1 milioni. La societ脿 ha divulgato una proposta di fusione che offre $63,00 in contanti per azione (o $57,00 pi霉 un'unit脿 della societ脿 madre in caso di scelta mista) e ha riconosciuto $9,3 milioni di costi di transazione nel trimestre.
Skechers registr贸 un r茅cord de ventas trimestrales de $2.44 mil millones, un aumento del 13,1% respecto al a帽o anterior, impulsado por el crecimiento internacional y precios de venta m谩s altos. El margen bruto se redujo al 53,3% (baj贸 160 puntos b谩sicos) ya que mayores costes por unidad y un incremento de los aranceles dom茅sticos contrarrestaron las subidas de precios. Los gastos operativos aumentaron un 15,4% hasta $1,13 mil millones, principalmente por mayores costes laborales, de instalaciones y de distribuci贸n, lo que redujo el beneficio operativo a $173,1 millones desde $206,5 millones un a帽o antes.
La compa帽铆a registr贸 utilidades netas de $182,7 millones para el trimestre y utilidades netas atribuibles a Skechers de $170,5 millones, con BPA diluido de $1,13. Efectivo y equivalentes de efectivo fueron $1,377 mil millones y el flujo de caja operativo fue $448,2 millones en los seis meses terminados el 30 de junio de 2025. Las inversiones de capital (capex) fueron $330,7 millones en lo que va del a帽o, y la capacidad no utilizada de la l铆nea revolvente corporativa era $614,1 millones. La compa帽铆a divulg贸 una propuesta de fusi贸n que ofrece $63,00 en efectivo por acci贸n (o $57,00 m谩s una unidad de la matriz con elecci贸n mixta) y reconoci贸 $9,3 millones en costos de transacci贸n en el trimestre.
Skechers電� 攵勱赴 毵れ稖 24鞏�4觳滊 雼煬毳� 旮半頃� 鞝勲厔 雽�牍� 13.1% 歃濌皜頄堨溂氅�, 鞚措姅 頃挫櫢 靹膘灔瓿� 韺愲Г臧� 鞚胳儊鞐� 霐半ジ 瓴冹瀰雼堧嫟. 齑濎澊鞚惦鞚� 53.3%搿� 160氩犾澊鞁滌姢韽澑韸� 頃橂澖頄堧姅雿�, 雼渼雼� 牍勳毄 靸侅姽瓿� 甑偞 甏�靹� 歃濌皜臧� 臧�瓴� 鞚胳儊鞚� 須臣毳� 靸侅噭頄堨姷雼堧嫟. 鞓侅梾牍勳毄鞚� 鞚戈贝牍�, 鞁滌劋牍� 氚� 鞙犿喌牍� 歃濌皜搿� 15.4% 電橃柎 11鞏�3觳滊 雼煬臧� 霅橃棃瓿�, 鞚措 鞚疙暣 鞓侅梾鞚挫澋鞚� 鞝勲厔鞚� $206.5 million鞐愳劀 $173.1 million鞙茧 臧愳唽頄堨姷雼堧嫟.
須岇偓電� 頃措嫻 攵勱赴鞐� 靾滌澊鞚� $182.7 million鞚� 旮半頄堨溂氅�, Skechers鞐� 攴�靻嶋悩電� 靾滌澊鞚奠潃 $170.5 million, 頋劃 欤茧嫻靾滌澊鞚�(EPS)鞚� $1.13鞓�鞀惦媹雼�. 順勱笀 氚� 順勱笀靹膘瀽靷办潃 $1.377 billion, 2025雲� 6鞗� 30鞚� 膦呺霅� 6臧滌洈 霃欖晥鞚� 鞓侅梾順勱笀頋愲鞚� $448.2 million鞚挫棃鞀惦媹雼�. 鞐办磮 鞚错泟 鞛愲掣鞝侅於滌潃 $330.7 million鞚挫棃瓿�, 氙胳偓鞖� 旮办梾 毽臣氩� 頃滊弰電� $614.1 million鞓�鞀惦媹雼�. 須岇偓電� 欤茧嫻 $63.00 順勱笀(霕愲姅 順柬暕 靹犿儩 鞁� $57.00 頂岆煬鞀� 氇殞靷� 鞙犽嫑 1臧�)鞚� 鞝滉车頃橂姅 頃╇硲 鞝滌晥鞚� 瓿奠嫓頄堨溂氅�, 攵勱赴 欷� 瓯半灅牍勳毄 $9.3 million鞚� 鞚胳嫕頄堨姷雼堧嫟.
Skechers a enregistr茅 un record de ventes trimestrielles de $2,44 milliards, en hausse de 13,1% par rapport 脿 l'ann茅e pr茅c茅dente, port茅 par la croissance internationale et des prix de vente plus 茅lev茅s. La marge brute s'est r茅duite 脿 53,3% (鈥�160 points de base) car des co没ts unitaires plus 茅lev茅s et une augmentation des droits domestiques ont compens茅 les gains de prix. Les charges d'exploitation ont augment茅 de 15,4% pour atteindre $1,13 milliard, principalement en raison d'une hausse des co没ts de main-d'艙uvre, des installations et de la distribution, ramenant le r茅sultat d'exploitation 脿 $173,1 millions contre $206,5 millions un an plus t么t.
La soci茅t茅 a r茅alis茅 un b茅n茅fice net trimestriel de $182,7 millions et un b茅n茅fice net attribuable 脿 Skechers de $170,5 millions, avec un BPA dilu茅 de $1,13. Les liquidit茅s et 茅quivalents de tr茅sorerie s'茅levaient 脿 $1,377 milliard et les flux de tr茅sorerie d'exploitation se sont 茅lev茅s 脿 $448,2 millions pour les six mois clos le 30 juin 2025. Les d茅penses d'investissement (CapEx) s'茅l猫vent 脿 $330,7 millions depuis le d茅but de l'ann茅e, la capacit茅 inutilis茅e de la ligne de cr茅dit renouvelable 茅tant de $614,1 millions. La soci茅t茅 a divulgu茅 une proposition de fusion offrant $63,00 en num茅raire par action (ou $57,00 plus une unit茅 de la soci茅t茅 m猫re en cas d'option mixte) et a comptabilis茅 $9,3 millions de co没ts de transaction au cours du trimestre.
Skechers meldete einen Quartalsumsatzrekord von $2,44 Milliarden, ein Anstieg von 13,1% gegen眉ber dem Vorjahr, getragen von internationalem Wachstum und h枚heren Verkaufspreisen. Die Bruttomarge schrumpfte auf 53,3% (minus 160 Basispunkte), da h枚here St眉ckkosten und gestiegene inl盲ndische Z枚lle die Preiserh枚hungen aufwogen. Die Betriebskosten stiegen um 15,4% auf $1,13 Milliarden, haupts盲chlich aufgrund h枚herer Lohn-, Betriebs- und Vertriebskosten, wodurch das operative Ergebnis von $206,5 Millionen auf $173,1 Millionen sank.
Das Unternehmen verzeichnete im Quartal einen Nettogewinn von $182,7 Millionen und einen auf Skechers entfallenden Nettogewinn von $170,5 Millionen bei einem verw盲sserten Ergebnis je Aktie von $1,13. Zahlungsmittel und Zahlungsmittel盲quivalente beliefen sich auf $1,377 Milliarden, und der operative Cashflow in den sechs Monaten zum 30. Juni 2025 betrug $448,2 Millionen. Die Investitionen (CapEx) beliefen sich seit Jahresbeginn auf $330,7 Millionen, die ungenutzte Revolving-Kreditlinie lag bei $614,1 Millionen. Das Unternehmen ver枚ffentlichte einen Fusionsvorschlag, der $63,00 in bar pro Aktie vorsieht (oder $57,00 plus eine Einheit der Muttergesellschaft bei gemischter Wahl), und verbuchte im Quartal Transaktionskosten von $9,3 Millionen.
- Record quarterly sales of $2.44 billion (up 13.1% year-over-year).
- Net earnings attributable to Skechers increased to $170.5 million for the quarter, with diluted EPS of $1.13.
- Strong cash position of $1.377 billion and $448.2 million of operating cash provided year-to-date.
- Unused corporate revolver capacity of $614.1 million and available share repurchase authorization of $789.9 million.
- Proposed merger provides a clear cash consideration alternative of $63.00 per share (or $57.00 plus one Parent unit via mixed election).
- Gross margin compressed 160 basis points in the quarter to 53.3%, driven by higher costs per unit and increased domestic duties.
- Operating expenses rose 15.4% (to $1.128 billion), with G&A up 18.1% mainly from labor and facility-related costs.
- Capital expenditures increased sharply to $330.7 million for the six months, raising near-term cash deployment.
- Short-term borrowings rose to $179.6 million from $33.3 million at year-end, increasing near-term leverage.
- Merger carries material termination fee exposure (company payable approx. $339.9 million in certain scenarios) and is subject to regulatory and closing conditions.
- Ongoing and newly filed litigation (including intellectual property suits and a shareholder action challenging merger disclosures) present legal risks disclosed in the filing.
Insights
TL;DR: Strong top-line growth and higher net earnings, but margin compression and rising SG&A pressure operating profitability.
The quarter shows material revenue momentum with record sales of $2.44 billion and a meaningful increase in net earnings attributable to Skechers of $170.5 million. However, gross margin contracted 160 basis points and operating expenses rose 15.4%, driven by higher labor, facility and distribution costs, which reduced operating income. Cash generation remains healthy with $448.2 million of operating cash flow six months year-to-date and $1.377 billion in cash, supporting capex and liquidity. Overall, the results are mixed: revenue and EPS strength are offset by margin and cost pressures that investors should note.
TL;DR: A definitive merger agreement offers immediate cash consideration options and includes significant reciprocal termination fees.
The Company entered into a merger agreement that would convert outstanding shares into consideration of either $63.00 in cash or $57.00 plus one Parent unit under a mixed election. The agreement contains customary closing conditions and sizable termination fee provisions, including an approximately $339.9 million fee payable by the Company in certain termination scenarios and approximately $534.1 million payable by Parent in others. The Company recognized $9.3 million of transaction costs in the quarter. The transaction is material and contingent on regulatory and other closing conditions.
Skechers ha registrato un record di vendite trimestrali di $2,44 miliardi, in aumento del 13,1% rispetto all'anno precedente, sostenuto dalla crescita internazionale e da prezzi di vendita pi霉 elevati. Il margine lordo si 猫 ridotto al 53,3% (in calo di 160 punti base) poich茅 costi unitari maggiori e l'incremento dei dazi nazionali hanno compensato i rialzi di prezzo. Le spese operative sono salite del 15,4% a $1,13 miliardi, principalmente per maggiori costi del lavoro, delle strutture e della distribuzione, riducendo il reddito operativo a $173,1 milioni dai $206,5 milioni dell'anno precedente.
La societ脿 ha registrato utili netti per il trimestre pari a $182,7 milioni e utili netti attribuibili a Skechers di $170,5 milioni, con utile diluito per azione di $1,13. La liquidit脿 e gli equivalenti di cassa ammontavano a $1,377 miliardi e il flusso di cassa operativo 猫 stato di $448,2 milioni nei sei mesi chiusi il 30 giugno 2025. Le spese in conto capitale da inizio anno sono state $330,7 milioni e la capacit脿 inutilizzata della linea di credito revolving aziendale era $614,1 milioni. La societ脿 ha divulgato una proposta di fusione che offre $63,00 in contanti per azione (o $57,00 pi霉 un'unit脿 della societ脿 madre in caso di scelta mista) e ha riconosciuto $9,3 milioni di costi di transazione nel trimestre.
Skechers registr贸 un r茅cord de ventas trimestrales de $2.44 mil millones, un aumento del 13,1% respecto al a帽o anterior, impulsado por el crecimiento internacional y precios de venta m谩s altos. El margen bruto se redujo al 53,3% (baj贸 160 puntos b谩sicos) ya que mayores costes por unidad y un incremento de los aranceles dom茅sticos contrarrestaron las subidas de precios. Los gastos operativos aumentaron un 15,4% hasta $1,13 mil millones, principalmente por mayores costes laborales, de instalaciones y de distribuci贸n, lo que redujo el beneficio operativo a $173,1 millones desde $206,5 millones un a帽o antes.
La compa帽铆a registr贸 utilidades netas de $182,7 millones para el trimestre y utilidades netas atribuibles a Skechers de $170,5 millones, con BPA diluido de $1,13. Efectivo y equivalentes de efectivo fueron $1,377 mil millones y el flujo de caja operativo fue $448,2 millones en los seis meses terminados el 30 de junio de 2025. Las inversiones de capital (capex) fueron $330,7 millones en lo que va del a帽o, y la capacidad no utilizada de la l铆nea revolvente corporativa era $614,1 millones. La compa帽铆a divulg贸 una propuesta de fusi贸n que ofrece $63,00 en efectivo por acci贸n (o $57,00 m谩s una unidad de la matriz con elecci贸n mixta) y reconoci贸 $9,3 millones en costos de transacci贸n en el trimestre.
Skechers電� 攵勱赴 毵れ稖 24鞏�4觳滊 雼煬毳� 旮半頃� 鞝勲厔 雽�牍� 13.1% 歃濌皜頄堨溂氅�, 鞚措姅 頃挫櫢 靹膘灔瓿� 韺愲Г臧� 鞚胳儊鞐� 霐半ジ 瓴冹瀰雼堧嫟. 齑濎澊鞚惦鞚� 53.3%搿� 160氩犾澊鞁滌姢韽澑韸� 頃橂澖頄堧姅雿�, 雼渼雼� 牍勳毄 靸侅姽瓿� 甑偞 甏�靹� 歃濌皜臧� 臧�瓴� 鞚胳儊鞚� 須臣毳� 靸侅噭頄堨姷雼堧嫟. 鞓侅梾牍勳毄鞚� 鞚戈贝牍�, 鞁滌劋牍� 氚� 鞙犿喌牍� 歃濌皜搿� 15.4% 電橃柎 11鞏�3觳滊 雼煬臧� 霅橃棃瓿�, 鞚措 鞚疙暣 鞓侅梾鞚挫澋鞚� 鞝勲厔鞚� $206.5 million鞐愳劀 $173.1 million鞙茧 臧愳唽頄堨姷雼堧嫟.
須岇偓電� 頃措嫻 攵勱赴鞐� 靾滌澊鞚� $182.7 million鞚� 旮半頄堨溂氅�, Skechers鞐� 攴�靻嶋悩電� 靾滌澊鞚奠潃 $170.5 million, 頋劃 欤茧嫻靾滌澊鞚�(EPS)鞚� $1.13鞓�鞀惦媹雼�. 順勱笀 氚� 順勱笀靹膘瀽靷办潃 $1.377 billion, 2025雲� 6鞗� 30鞚� 膦呺霅� 6臧滌洈 霃欖晥鞚� 鞓侅梾順勱笀頋愲鞚� $448.2 million鞚挫棃鞀惦媹雼�. 鞐办磮 鞚错泟 鞛愲掣鞝侅於滌潃 $330.7 million鞚挫棃瓿�, 氙胳偓鞖� 旮办梾 毽臣氩� 頃滊弰電� $614.1 million鞓�鞀惦媹雼�. 須岇偓電� 欤茧嫻 $63.00 順勱笀(霕愲姅 順柬暕 靹犿儩 鞁� $57.00 頂岆煬鞀� 氇殞靷� 鞙犽嫑 1臧�)鞚� 鞝滉车頃橂姅 頃╇硲 鞝滌晥鞚� 瓿奠嫓頄堨溂氅�, 攵勱赴 欷� 瓯半灅牍勳毄 $9.3 million鞚� 鞚胳嫕頄堨姷雼堧嫟.
Skechers a enregistr茅 un record de ventes trimestrielles de $2,44 milliards, en hausse de 13,1% par rapport 脿 l'ann茅e pr茅c茅dente, port茅 par la croissance internationale et des prix de vente plus 茅lev茅s. La marge brute s'est r茅duite 脿 53,3% (鈥�160 points de base) car des co没ts unitaires plus 茅lev茅s et une augmentation des droits domestiques ont compens茅 les gains de prix. Les charges d'exploitation ont augment茅 de 15,4% pour atteindre $1,13 milliard, principalement en raison d'une hausse des co没ts de main-d'艙uvre, des installations et de la distribution, ramenant le r茅sultat d'exploitation 脿 $173,1 millions contre $206,5 millions un an plus t么t.
La soci茅t茅 a r茅alis茅 un b茅n茅fice net trimestriel de $182,7 millions et un b茅n茅fice net attribuable 脿 Skechers de $170,5 millions, avec un BPA dilu茅 de $1,13. Les liquidit茅s et 茅quivalents de tr茅sorerie s'茅levaient 脿 $1,377 milliard et les flux de tr茅sorerie d'exploitation se sont 茅lev茅s 脿 $448,2 millions pour les six mois clos le 30 juin 2025. Les d茅penses d'investissement (CapEx) s'茅l猫vent 脿 $330,7 millions depuis le d茅but de l'ann茅e, la capacit茅 inutilis茅e de la ligne de cr茅dit renouvelable 茅tant de $614,1 millions. La soci茅t茅 a divulgu茅 une proposition de fusion offrant $63,00 en num茅raire par action (ou $57,00 plus une unit茅 de la soci茅t茅 m猫re en cas d'option mixte) et a comptabilis茅 $9,3 millions de co没ts de transaction au cours du trimestre.
Skechers meldete einen Quartalsumsatzrekord von $2,44 Milliarden, ein Anstieg von 13,1% gegen眉ber dem Vorjahr, getragen von internationalem Wachstum und h枚heren Verkaufspreisen. Die Bruttomarge schrumpfte auf 53,3% (minus 160 Basispunkte), da h枚here St眉ckkosten und gestiegene inl盲ndische Z枚lle die Preiserh枚hungen aufwogen. Die Betriebskosten stiegen um 15,4% auf $1,13 Milliarden, haupts盲chlich aufgrund h枚herer Lohn-, Betriebs- und Vertriebskosten, wodurch das operative Ergebnis von $206,5 Millionen auf $173,1 Millionen sank.
Das Unternehmen verzeichnete im Quartal einen Nettogewinn von $182,7 Millionen und einen auf Skechers entfallenden Nettogewinn von $170,5 Millionen bei einem verw盲sserten Ergebnis je Aktie von $1,13. Zahlungsmittel und Zahlungsmittel盲quivalente beliefen sich auf $1,377 Milliarden, und der operative Cashflow in den sechs Monaten zum 30. Juni 2025 betrug $448,2 Millionen. Die Investitionen (CapEx) beliefen sich seit Jahresbeginn auf $330,7 Millionen, die ungenutzte Revolving-Kreditlinie lag bei $614,1 Millionen. Das Unternehmen ver枚ffentlichte einen Fusionsvorschlag, der $63,00 in bar pro Aktie vorsieht (oder $57,00 plus eine Einheit der Muttergesellschaft bei gemischter Wahl), und verbuchte im Quartal Transaktionskosten von $9,3 Millionen.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number
SKECHERS U.S.A., INC.
(Exact name of registrant as specified in its charter)
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(I.R.S. Employer Identification No.) |
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(Address of principal executive office) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Trading symbol |
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Name of each exchange on which registered |
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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.
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).
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.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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
As of July 30, 2025
As of July 30, 2025
SKECHERS U.S.A., INC. AND SUBSIDIARIES
Form 10-Q
Table of Contents
PART I – FINANCIAL INFORMATION
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Item 1. |
Financial Statements |
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Condensed Consolidated Balance Sheets (Unaudited) |
3 |
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Condensed Consolidated Statements of Earnings (Unaudited) |
4 |
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Condensed Consolidated Statements of Comprehensive Income (Unaudited) |
5 |
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Condensed Consolidated Statements of Stockholders' Equity and Redeemable Noncontrolling Interest (Unaudited) |
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Condensed Consolidated Statements of Cash Flows (Unaudited) |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. |
Controls and Procedures |
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PART II – OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
25 |
Item 1A. |
Risk Factors |
26 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
28 |
Item 3. |
Defaults Upon Senior Securities |
28 |
Item 4. |
Mine Safety Disclosures |
28 |
Item 5. |
Other Information |
29 |
Item 6. |
Exhibits |
30 |
|
Signatures |
32 |
2
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
SKECHERS U.S.A., INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
|
|
As of |
|
|
As of |
|
||
(in thousands, except par value) |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
ASSETS |
|
|||||||
Current assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Short-term investments |
|
|
|
|
|
|
||
Trade accounts receivable, less allowances of $ |
|
|
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|
|
|
||
Other receivables |
|
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|
|
||
Inventory |
|
|
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|
|
|
||
Prepaid expenses and other |
|
|
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|
|
||
Total current assets ($ |
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|
|
||
Property, plant and equipment, net |
|
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|
||
Operating lease right-of-use assets |
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|
||
Deferred tax assets |
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|
||
Long-term investments |
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|
||
Goodwill |
|
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|
||
Other assets, net |
|
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|
|
|
||
Total non-current assets ($ |
|
|
|
|
|
|
||
TOTAL ASSETS |
|
$ |
|
|
$ |
|
||
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY |
|
|||||||
Current liabilities |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
|
|
$ |
|
||
Accrued expenses |
|
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|
||
Operating lease liabilities |
|
|
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|
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|
||
Current installments of long-term borrowings |
|
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|
||
Short-term borrowings |
|
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|
|
|
||
Total current liabilities ($ |
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|
|
||
Long-term operating lease liabilities |
|
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|
|
|
||
Long-term borrowings |
|
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|
||
Deferred tax liabilities |
|
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|
|
|
||
Other long-term liabilities |
|
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|
|
|
|
||
Total non-current liabilities ($ |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
Commitments and contingencies (Note 10) |
|
|
|
|
|
|
||
Redeemable noncontrolling interest |
|
|
|
|
|
|
||
Stockholders’ equity |
|
|
|
|
|
|
||
Preferred Stock, $ |
|
|
|
|
|
|
||
Class A Common Stock, $ |
|
|
|
|
|
|
||
Class B Common Stock, $ |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Accumulated other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
Retained earnings |
|
|
|
|
|
|
||
Skechers U.S.A., Inc. equity |
|
|
|
|
|
|
||
Noncontrolling interests |
|
|
|
|
|
|
||
Total stockholders' equity |
|
|
|
|
|
|
||
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY |
|
$ |
|
|
$ |
|
||
See accompanying notes to unaudited condensed consolidated financial statements.
3
SKECHERS U.S.A., INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings
(Unaudited)
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands, except per share data) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit |
|
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|
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|
|
||||
Operating expenses |
|
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|
||||
Selling |
|
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|
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|
||||
General and administrative |
|
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|
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|
|
||||
Total operating expenses |
|
|
|
|
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|
|
|
|
|
||||
Earnings from operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Earnings before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: Net earnings attributable to noncontrolling interests and |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings attributable to Skechers U.S.A., Inc. |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net earnings per share attributable to Skechers U.S.A., Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted-average shares used in calculating net earnings per share attributable to Skechers U.S.A., Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
See accompanying notes to unaudited condensed consolidated financial statements.
4
SKECHERS U.S.A., INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|||||
Net earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other comprehensive income, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net changes related to fair value of derivative contract |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Gain (loss) on foreign currency translation adjustment |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Comprehensive income attributable to Skechers U.S.A., Inc. |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
See accompanying notes to unaudited condensed consolidated financial statements.
5
SKECHERS U.S.A., INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders' Equity and Redeemable Noncontrolling Interest
(Unaudited)
|
Shares |
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
(in thousands) |
Class A |
|
|
Class B |
|
|
Class A |
|
|
Class B |
|
|
Additional paid–in capital |
|
|
Accumulated other comprehensive loss |
|
|
Retained |
|
|
Skechers U.S.A., |
|
|
Noncontrolling interests |
|
|
Total stockholders' equity |
|
|
Redeemable noncontrolling interest |
|
|||||||||||
Balance at March 31, 2025 |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
Net earnings |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency translation adjustment |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Stock compensation expense |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
Proceeds from the employee stock purchase plan |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||||
Shares issued under the incentive award plan |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||||
Shares redeemed for employee tax withholdings |
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Balance at June 30, 2025 |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at March 31, 2024 |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
Net earnings |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency translation adjustment |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Distributions to noncontrolling interests |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Net changes related to fair value of derivative contract |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Stock compensation expense |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
Proceeds from the employee stock purchase plan |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||||
Shares issued under the incentive award plan |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Shares redeemed for employee tax withholdings |
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Repurchases of common stock |
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Conversion of Class B Common Stock into Class A Common Stock |
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Balance at June 30, 2024 |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
6
SKECHERS U.S.A., INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders' Equity and Redeemable Noncontrolling Interest
(Unaudited)
|
Shares |
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
(in thousands) |
Class A |
|
|
Class B |
|
|
Class A |
|
|
Class B |
|
|
Additional paid–in capital |
|
|
Accumulated other comprehensive loss |
|
|
Retained |
|
|
Skechers U.S.A., |
|
|
Noncontrolling interests |
|
|
Total stockholders' equity |
|
|
Redeemable noncontrolling interest |
|
|||||||||||
Balance at December 31, 2024 |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
Net earnings |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency translation adjustment |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net changes related to fair value of derivative contract |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Stock compensation expense |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
Proceeds from the employee stock purchase plan |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||||
Shares issued under the incentive award plan |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||||
Shares redeemed for employee tax withholdings |
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Conversion of Class B Common Stock into Class A Common Stock |
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Balance at June 30, 2025 |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2023 |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
Net earnings |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency translation adjustment |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Distributions to noncontrolling interests |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Net changes related to fair value of derivative contract |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Stock compensation expense |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
Proceeds from the employee stock purchase plan |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||||
Shares issued under the incentive award plan |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Shares redeemed for employee tax withholdings |
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Repurchases of common stock |
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Conversion of Class B Common Stock into Class A Common Stock |
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Balance at June 30, 2024 |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
7
SKECHERS U.S.A., INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
|
Six Months Ended June 30, |
|
|||||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net earnings |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net earnings to net cash provided by operating activities |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Provision for credit losses and returns |
|
|
|
|
|
|
||
Stock compensation |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Net foreign currency adjustments |
|
|
( |
) |
|
|
|
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
||
Receivables |
|
|
( |
) |
|
|
( |
) |
Inventory |
|
|
|
|
|
( |
) |
|
Other assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable |
|
|
( |
) |
|
|
|
|
Other liabilities |
|
|
|
|
|
|
||
Net cash provided by operating activities |
|
|
|
|
|
|
||
Cash flows from investing activities |
|
|
|
|
|
|
||
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of property, plant and equipment |
|
|
|
|
|
|
||
Purchases of investments |
|
|
( |
) |
|
|
( |
) |
Proceeds from sales and maturities of investments |
|
|
|
|
|
|
||
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities |
|
|
|
|
|
|
||
Proceeds from the employee stock purchase plan |
|
|
|
|
|
|
||
Repayments on long-term borrowings |
|
|
( |
) |
|
|
( |
) |
Proceeds from long-term borrowings |
|
|
|
|
|
|
||
Net proceeds from (repayments on) short-term borrowings |
|
|
|
|
|
( |
) |
|
Payments for employee taxes related to stock compensation |
|
|
( |
) |
|
|
( |
) |
Repurchases of common stock |
|
|
|
|
|
( |
) |
|
Distributions to noncontrolling interests |
|
|
|
|
|
( |
) |
|
Net cash provided by (used in) financing activities |
|
|
|
|
|
( |
) |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
|
|
|
|
||
Net change in cash and cash equivalents |
|
|
|
|
|
|
||
Cash and cash equivalents at beginning of the period |
|
|
|
|
|
|
||
Cash and cash equivalents at end of the period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental disclosures of cash flow information |
|
|
|
|
|
|
||
Cash paid during the period for |
|
|
|
|
|
|
||
Interest |
|
$ |
|
|
$ |
|
||
Income taxes, net |
|
|
|
|
|
|
||
Non-cash transactions |
|
|
|
|
|
|
||
Right-of-use assets exchanged for lease liabilities |
|
|
|
|
|
|
||
See accompanying notes to unaudited condensed consolidated financial statements.
8
SKECHERS U.S.A., INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Basis of Presentation
The accompanying unaudited 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 (“GAAP”), for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S‑X. In the opinion of management, all normal recurring adjustments and accruals considered necessary to provide a fair statement of the results for the interim periods presented have been included. The December 31, 2024 balance sheet data was derived from audited financial statements; however, the accompanying notes to the unaudited condensed consolidated financial statements do not include all of the annual disclosures required under GAAP and should be read in conjunction with the Company’s 2024 Annual Report on Form 10-K. Certain reclassifications have been made to the unaudited condensed consolidated financial statements in prior years to conform to the current year presentation.
USE OF ESTIMATES
The Company has made a number of estimates and assumptions relating to the reporting of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with GAAP. Significant areas requiring the use of estimates relate primarily to allowances for credit losses, returns and customer chargebacks, inventory reserves, litigation reserves and valuation of deferred income taxes. Actual results could differ materially from those estimates.
PROPOSED MERGER
On
On the terms and subject to the conditions set forth in the Merger Agreement, each share of Class A common stock of the Company, par value $
Consummation of the Transaction is subject to certain customary conditions set forth in the Merger Agreement, including (i) the approval, clearance or expiration under certain specified antitrust laws and foreign investment laws, (ii) the absence of any governmental authority of competent jurisdiction in certain specified jurisdictions issuing any order or other legal restraint that makes consummation of the Transaction illegal or otherwise prohibited, (iii) the Registration Statement on Form S-4 filed in connection with the Transaction has become effective in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), (iv) at least
The Merger Agreement contains certain termination rights for the Company and Parent. Upon termination of the Merger Agreement under specified circumstances, the Company will be required to pay Parent a termination fee of approximately $
During the three months ended June 30, 2025, the Company recognized $
The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on May 5, 2025.
9
Noncontrolling Interests AND REDEEMABLE NONCONTROLLING INTEREST
The Company has equity interests in several joint ventures that were established either to exclusively distribute the Company’s products throughout China, Israel, South Korea, Mexico, and Southeast Asia or to construct the Company’s domestic distribution facility. These joint ventures are variable interest entities (“VIE”) and the Company is considered the primary beneficiary. This determination is based on the relationships between the Company and the VIE, including management agreements, governance documents and other contractual arrangements. Specifically, the Company has both of the following characteristics: (a) the power to direct the activities of the entity that most significantly impact the entity’s economic performance; and (b) the obligation to absorb losses of the entity that could potentially be significant to the VIE, or the right to receive benefits from the entity that could potentially be significant to the VIE. The assets and liabilities and results of operations of these entities are included in the Company’s unaudited condensed consolidated financial statements, even though the Company may not hold a majority equity interest.
During 2024, the Company created the new joint venture, HF Logistics-SKX T3, LLC ("HF-T3"), to support expansion of its North America distribution center. The Company is obligated to contribute $
The Company continues to reassess these relationships based on events and circumstances. The assets of these joint ventures are restricted, as they are not available for general business use outside the context of such joint ventures. The holders of the liabilities of each joint venture have no recourse to the Company.
A joint venture agreement allows the partner, based on certain triggers, to require the Company to repurchase its noncontrolling interest. As the redemption feature is not solely within the control of the Company, the noncontrolling interest is classified within temporary equity as redeemable noncontrolling interest. As of June 30, 2025, it was not probable that the redeemable noncontrolling interest would become redeemable.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value hierarchy as defined by applicable accounting standards prioritizes the use of inputs used in valuation techniques into the following three levels:
The Company’s Level 1 investments primarily include money market funds, United States (“U.S.”) Treasury securities and actively traded mutual funds; Level 2 investments primarily include corporate notes and bonds, asset-backed securities and U.S. Agency securities; and the Company does not currently have any Level 3 assets or liabilities. The Company had
The carrying amount of receivables, payables and other amounts arising out of the normal course of business 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 on current rates and terms available to the Company for similar debt.
RECENT ACCOUNTING PRONOUNCEMENTS
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new guidance requires the disclosure of additional information related to certain costs and expenses, including amounts of inventory purchases, employee compensation and selling expenses included in each income statement line item. This update is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, and shall be applied either prospectively or retrospectively at the option of the Company and early adoption is permitted. The Company is currently evaluating the impact of the new disclosure requirements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. ASU 2023-09 requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires companies to disclose additional information about income taxes paid. ASU 2023-09 will be effective for annual periods beginning January 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively. Once adopted, the Company expects to include additional income tax disclosures as required by the new guidance. The standard will not have an impact on the Company’s consolidated financial position, results of operations and cash flows.
10
The following tables show the Company’s cash, cash equivalents, short-term and long-term investments by significant investment category:
|
|
As of June 30, 2025 |
|
|||||||||||||||||
(in thousands) |
|
Adjusted Cost |
|
|
Fair Value |
|
|
Cash and Cash Equivalents |
|
|
Short-Term Investments |
|
|
Long-Term Investments |
|
|||||
Cash |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|||
Level 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Money market funds |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
U.S. Treasury securities |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Mutual funds |
|
N/A |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Total level 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Level 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Corporate notes and bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Asset-backed securities |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
U.S. Agency securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total level 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
As of December 31, 2024 |
|
|||||||||||||||||
(in thousands) |
|
Adjusted Cost |
|
|
Fair Value |
|
|
Cash and Cash Equivalents |
|
|
Short-Term Investments |
|
|
Long-Term Investments |
|
|||||
Cash |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|||
Level 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Money market funds |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
U.S. Treasury securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mutual funds |
|
N/A |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Total level 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Level 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Corporate notes and bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Asset-backed securities |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
U.S. Agency securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total level 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
The Company’s investments consist of U.S. Treasury securities, corporate notes and bonds, asset-backed securities and U.S. agency securities, which the Company has the intent and ability to hold to maturity and therefore are classified as held-to-maturity. The Company holds mutual funds in its deferred compensation plan which are classified as trading securities. The Company may sell certain of its investments prior to their stated maturities for strategic reasons including, but not limited to, anticipation of credit deterioration and duration management. The maturities of the Company’s long-term investments are generally less than
When evaluating an investment for its current expected credit losses, the Company reviews factors such as historical experience with defaults, losses, credit ratings, term and macroeconomic trends, including current conditions and forecasts to the extent they are reasonable and supportable.
11
Accrued expenses were as follows:
|
|
As of |
|
|
As of |
|
||
(in thousands) |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Accrued payroll, taxes, and other |
|
$ |
|
|
$ |
|
||
Return reserve liability |
|
|
|
|
|
|
||
Accrued inventory purchases |
|
|
|
|
|
|
||
Accrued expenses |
|
$ |
|
|
$ |
|
||
The Company had $
SHORT-TERM BORROWINGS
|
|
|
|
As of |
|
|
As of |
|
||
(in thousands) |
|
Expiration Date |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Revolving credit facility - Corporate |
|
|
$ |
|
|
$ |
|
|||
Revolving credit facilities - India |
|
|
|
|
|
|
|
|||
Other - international facilities |
|
|
|
|
|
|
|
|||
Short-term borrowings |
|
|
|
$ |
|
|
$ |
|
||
Revolving Credit Facilities
The Company maintains a revolving credit facility with Bank of America, N.A. which allows for an unsecured credit facility of up to $
The Company is required to maintain a maximum total adjusted net leverage ratio of
The Company's subsidiary in India had various lines of credit as of June 30, 2025, with unused capacity of $
LONG-TERM BORROWINGS
|
|
|
|
As of |
|
|
As of |
|
||
(in thousands) |
|
Maturity Date |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
HF-T1 Distribution Center Loan |
|
|
$ |
|
|
$ |
|
|||
HF-T2 Distribution Center Construction Loan |
|
|
|
|
|
|
|
|||
China Distribution Center Expansion Construction Loan |
|
|
|
|
|
|
|
|||
China Operational Loans |
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|||
Subtotal |
|
|
|
|
|
|
|
|
||
Less: Current installments of long-term borrowings |
|
|
|
|
|
|
|
|
||
Long-term borrowings |
|
|
|
$ |
|
|
$ |
|
||
HF-T1 Distribution Center Loan
To finance construction and improvements to the Company’s North American distribution center, the Company’s joint venture with HF Logistics I, LLC ("HF"), HF Logistics-SKX, LLC (the "JV"), through a wholly-owned subsidiary of the JV ("HF-T1"), entered into a $
12
In March 2025, upon maturity of the construction loan and interest rate swap agreements, HF-T1 entered into an agreement to extend the loan agreement to
HF-T2 Distribution Center Construction Loan
On April 3, 2020, HF Logistics-SKX T2, LLC ("HF-T2"), a joint venture, entered into a construction loan agreement of up to $
In April 2025, upon maturity of the construction loan agreement, HF-T2 entered into an agreement to extend the loan agreement to
China Distribution Center Expansion Construction Loan
On October 18, 2022, the Company entered into a loan agreement for
China Operational Loans
The Company has certain secured credit facilities with an aggregate capacity of
Other Financial Commitments
As of June 30, 2025, the Company had remaining obligations totaling $
SHARE REPURCHASE PROGRAM
The Company's Board of Directors authorized a share repurchase program effective July 25, 2024, pursuant to which the Company may purchase shares of its Class A Common Stock, for an aggregate repurchase price not to exceed $
The following table provides a summary of the Company’s stock repurchase activities:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Shares repurchased |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average cost per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total cost of shares repurchased (in thousands) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
INCENTIVE AWARD PLAN
During the six months ended June 30, 2025, the Company granted restricted stock with time-based vesting, as well as performance-based awards. The performance-based awards include those with a market condition tied to the Company’s total shareholder return ("TSR") in relation to its peer companies as well as those with a financial performance condition tied to annual earnings per share ("EPS") growth. The vesting and ultimate payout of performance awards is determined at the end of the
13
The Company granted the following stock-based instruments:
|
|
Six Months Ended June 30, |
|
|||||||||||||
|
|
2025 |
|
|
2024 |
|
||||||||||
|
|
Granted |
|
|
Weighted-Average Grant-Date Fair Value |
|
|
Granted |
|
|
Weighted-Average Grant-Date Fair Value |
|
||||
Restricted stock |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Performance-based restricted stock (1) |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Market-based restricted stock (1) |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
(1)
The Company determines the fair value of restricted stock awards and any performance-related components based on the closing market price of the Company’s common stock on the date of grant. For share-based awards with a performance-based vesting requirement, the Company evaluates the probability of achieving the performance criteria throughout the performance period and will adjust stock compensation expense up or down based on its estimated probable outcome. Certain performance-based awards contain market condition components which are valued on the date of grant using a Monte Carlo simulation model.
A summary of the status and changes of the Company’s unvested shares is presented below:
|
|
Shares |
|
|
Weighted-Average Grant-Date Fair Value |
|
||
Unvested at December 31, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested/Released |
|
|
( |
) |
|
|
|
|
Cancelled |
|
|
( |
) |
|
|
|
|
Performance Adjustments |
|
|
|
|
|
|
||
Unvested at June 30, 2025 |
|
|
|
|
$ |
|
||
For the six months ended June 30, 2025, shares were issued based on the achievement of certain EPS and TSR metrics as presented below:
|
|
Target Shares |
|
|
Payout Factor |
|
|
Performance Adjustment |
|
|||
February 2022 EPS Grant |
|
|
|
|
|
% |
|
|
|
|||
February 2022 TSR Grant |
|
|
|
|
|
% |
|
|
|
|||
Total Performance Adjustments |
|
|
|
|
|
|
|
|
|
|||
For the three months ended June 30, 2025 and 2024, the Company recognized, as part of general and administrative, compensation expense of $
STOCK PURCHASE PLAN
The 2018 Employee Stock Purchase Plan (the “ESPP”) provides a total of
For the three months ended June 30, 2025 and 2024, the Company recognized $
14
Basic EPS and diluted EPS are calculated by dividing net earnings by the following: for basic EPS, the weighted-average number of common shares outstanding for the period; and for diluted EPS, the sum of the weighted-average number of both outstanding common shares and potentially dilutive common shares using the treasury stock method.
The calculation of EPS is as follows:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands, except per share data) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net earnings attributable to Skechers U.S.A., Inc. |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average common shares outstanding, basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive effect of nonvested shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average common shares outstanding, diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Anti-dilutive common shares excluded above |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings per share attributable to Skechers U.S.A., Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The tax provisions for the three and six months ended June 30, 2025 and 2024, were computed using the estimated effective tax rates applicable to each of the domestic and international taxable jurisdictions for the full year. The Company’s provision for income tax expense and effective income tax rate are significantly impacted by the mix of the Company’s domestic and foreign earnings (loss) before income taxes. In the non-U.S. jurisdictions in which the Company has operations, the applicable statutory rates range from
In the normal course of business, the Company's tax filings are subject to audit by federal, state and foreign tax authorities. As of June 30, 2025, the Company's U.S. federal tax returns were under examination by the Internal Revenue Service for fiscal years ended December 31, 2015 through December 31, 2022. The Company received communication from the IRS during the current quarter that the examination procedures are closed. The exam did not have a material impact on the amounts disclosed in the unaudited consolidated financial statements. Additionally, the Company is currently under examination in certain foreign jurisdictions. The Company is unable to determine the impact as these examinations have not been completed.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law in the United States, which extended key provisions of the 2017 Tax Cuts and Jobs Act including, but not limited to, federal bonus depreciation and deductions for domestic research and development expenditures. The Company is still evaluating the potential impact of the OBBBA on its consolidated financial statements.
The Skechers Foundation (the “Foundation”) is a 501(c)(3) non-profit entity and not a subsidiary or otherwise affiliated with the Company. The Company does not have a financial interest in the Foundation. However, two officers and directors of the Company, Michael Greenberg, the Company’s President, and David Weinberg, the Company’s Chief Operating Officer, are officers and directors of the Foundation. For the three months ended June 30, 2025 and 2024, the Company made cash contributions of $
PROPOSED MERGER RELATED
Following the execution of the Merger Agreement, on May 4, 2025, Robert Greenberg, Michael Greenberg, The Greenberg Family Trust, The Michael Greenberg Trust, Jason A Greenberg 2010 Trust and Skechers Voting Trust, who collectively hold approximately
15
In connection with entering into the Merger Agreement, on May 4, 2025, the Company entered into a support agreement (the “Support Agreement”) with the Greenberg Family Trust, the Skechers Voting Trust, Robert Greenberg and members of the Greenberg family (each, a “Supporting Stockholder”), pursuant to which each Supporting Stockholder has agreed to, among other things, vote against (a) any action or agreement that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (b) any Acquisition Proposal (as defined in the Merger Agreement) or approval of any other proposal, transaction, agreement or action, made in opposition to or in competition with, or that would reasonably be expected to prevent, materially delay or impede the consummation of, the Merger Agreement or the Transaction. In addition, each Supporting Stockholder has agreed to (x) elect to receive the Mixed Election Consideration in the Transaction pursuant to, and in accordance with, the terms and conditions of the Merger Agreement and (y) waive any appraisal rights to which it may be entitled pursuant to the applicable law in connection with the Transaction, including the Merger. The Support Agreement also includes certain restrictions on transfer of shares of Company Common Stock by each Supporting Stockholder.
The Company has
Segment Information
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Wholesale sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross margin |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Direct-to-Consumer sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross margin |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross margin |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
(in thousands) |
|
As of |
|
|
As of |
|
||
Identifiable assets |
|
|
|
|
|
|
||
Wholesale |
|
$ |
|
|
$ |
|
||
Direct-to-Consumer |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Additions to property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Wholesale |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Direct-to-Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
16
Geographic Information
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Geographic sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Domestic Wholesale |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Domestic Direct-to-Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total domestic sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
International Wholesale |
|
|
|
|
|
|
|
|
|
|
|
|
||||
International Direct-to-Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total international sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Regional sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Americas (AMER) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Europe, Middle East & Africa (EMEA) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Asia Pacific (APAC) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
China sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(in thousands) |
|
As of |
|
|
As of |
|
||
Property, plant and equipment, net |
|
|
|
|
|
|
||
Domestic |
|
$ |
|
|
$ |
|
||
International |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
China property plant and equipment, net |
|
$ |
|
|
$ |
|
||
CONCENTRATIONS OF RISK
The Company’s sales to its
Assets located outside the U.S. consist primarily of cash, accounts receivable, inventory, property, plant and equipment, and other assets. Assets held outside the U.S. were $
The Company performs regular evaluations concerning the ability of customers to satisfy their obligations and provides for estimated credit losses. Domestic accounts receivable generally do not require collateral. Foreign accounts receivable are generally collateralized by letters of credit. The Company’s additions to the provision for expected credit losses for the three months ended June 30, 2025 and 2024 were $
The Company’s accounts receivables, excluding allowances for credit losses and chargebacks, by geography are summarized as follows:
(in thousands) |
|
As of |
|
|
As of |
|
||
Domestic accounts receivable |
|
$ |
|
|
$ |
|
||
International accounts receivable |
|
|
|
|
|
|
||
17
The Company’s top five manufacturers produced the following percentages of total production:
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(percentage of total production) |
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Manufacturer #1 |
|
|
|
|
|
|
|
|
|
|
|
||||
Manufacturer #2 |
|
|
|
|
|
|
|
|
|
|
|
||||
Manufacturer #3 |
|
|
|
|
|
|
|
|
|
|
|
||||
Manufacturer #4 |
|
|
|
|
|
|
|
|
|
|
|
||||
Manufacturer #5 |
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
|
|
|
|
|
|
|
||||
In accordance with GAAP, the Company records a liability in its unaudited condensed consolidated financial statements for loss contingencies when a loss is known or considered probable and the amount can be reasonably estimated. When determining the estimated loss or range of loss, significant judgment is required to estimate the amount and timing of a loss to be recorded. Estimates of probable losses resulting from litigation and governmental proceedings are inherently difficult to predict, particularly when the matters are in the procedural stages or with unspecified or indeterminate claims for damages, potential penalties, or fines. Accordingly, the Company cannot determine the final amount, if any, of its liability beyond the amount accrued in the unaudited condensed consolidated financial statements at June 30, 2025, nor is it possible to estimate what litigation-related costs will be in the future; however, the Company believes that the likelihood that claims related to litigation would result in a material loss to the Company, either individually or in the aggregate, is remote.
18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto in Item 1 of this report and our Annual Report on Form 10-K for the year ended December 31, 2024.
We intend for this discussion to provide the reader with information that will assist in understanding our unaudited condensed consolidated financial statements, the changes in certain key items in those financial statements from period to period, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our unaudited condensed consolidated financial statements. The discussion also provides information about the financial results of the various segments of our business to provide a better understanding of how those segments and their results affect the financial condition and results of operations of our company as a whole.
This quarterly report on Form 10-Q contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements with regards to future revenue, projected operating results, earnings, spending, margins, cash flow, orders, expected timing of shipment of products, inventory levels, future growth or success in specific countries, categories or market sectors, continued or expected distribution to specific retailers, liquidity, the Merger (as defined herein), the Transaction (as defined herein), capital resources and market risk, strategies and objectives. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or simply state future results, performance or achievements, and can be identified by the use of forward-looking language such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “plan,” “project,” “will,” “could,” “may,” “might,” or any variations of such words with similar meanings. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected in forward-looking statements, and reported results shall not be considered an indication of our future performance. Factors that might cause or contribute to such differences include:
The risks included herein are not exhaustive. Other sections of this report include additional factors that could adversely impact our business, financial condition and results of operations. Moreover, we operate in a very competitive and rapidly changing environment, and new risk factors emerge from time to time. We cannot predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Given these inherent and changing risks and uncertainties, investors should not place undue reliance on forward-looking statements, which reflect our opinions only as of the date of this Quarterly Report, as a
19
prediction of actual results. We undertake no obligation to publicly release any revisions to the forward-looking statements after the date of this document, except as otherwise required by reporting requirements of applicable federal and states securities laws.
On May 4, 2025, we entered into a Merger Agreement pursuant to which Skechers will become a wholly-owned subsidiary of the acquiring entity. For further details on this proposed transaction, see Note 1 of the Unaudited Condensed Consolidated Financial Statements and "Part II—Item 1A. Risk Factors" contained elsewhere in this Form 10-Q.
OVERVIEW
Skechers continued 2025 by setting a quarterly sales record driven by demand for our strong portfolio of innovative footwear. Key highlights for the three months ended June 30, 2025 include:
The broad-based growth is the result of our dedication to delivering exceptional product for consumers of all ages and interests. We focus our initiatives with targeted and effective demand creation. In the second quarter of 2025, we launched the Skechers AERO series of technical running shoes and also the first Harry Kane player edition soccer boot. Skechers Performance signed additional athletes worldwide, including elite golfer Bernhard Langer, WNBA athlete Kiki Iriafen and Spanish goalkeeper Misa Rodríguez.
As we continue to drive purchase intent and brand awareness, and increase our offering of Skechers products globally, we remain focused on building efficiencies within our business to scale for profitable growth. Our extensive product offering, best-in-class partnerships with our distribution network and strong global demand provide us confidence as we move toward our goal of $10 billion in annual sales by 2026.
RESULTS OF OPERATIONS – SECOND QUARTER
We have two reportable segments, Wholesale and Direct-to-Consumer. Wholesale includes Skechers-branded stores operated by third-party franchisees and licensees, family shoe stores, specialty athletic and sporting goods retailers, department stores and big box club stores, and distributors in select international markets. Direct-to-Consumer includes Company-owned Skechers-branded stores, Company-owned e-commerce sites and leading third-party marketplaces and digital platforms.
Selected information from our results of operations follows:
|
Three Months Ended June 30, |
|
|
Change |
|
|||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||
Sales |
|
$ |
2,440,024 |
|
|
$ |
2,157,643 |
|
|
|
282,381 |
|
|
|
13.1 |
|
Cost of sales |
|
|
1,138,721 |
|
|
|
973,206 |
|
|
|
165,515 |
|
|
|
17.0 |
|
Gross profit |
|
|
1,301,303 |
|
|
|
1,184,437 |
|
|
|
116,866 |
|
|
|
9.9 |
|
Gross margin |
|
|
53.3 |
|
% |
|
54.9 |
|
% |
|
|
|
(160) bps |
|
||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling |
|
|
251,883 |
|
|
|
235,870 |
|
|
|
16,013 |
|
|
|
6.8 |
|
General and administrative |
|
|
876,338 |
|
|
|
742,036 |
|
|
|
134,302 |
|
|
|
18.1 |
|
Total operating expenses |
|
|
1,128,221 |
|
|
|
977,906 |
|
|
|
150,315 |
|
|
|
15.4 |
|
As a % of sales |
|
|
46.2 |
|
% |
|
45.3 |
|
% |
|
|
|
90 bps |
|
||
Earnings from operations |
|
|
173,082 |
|
|
|
206,531 |
|
|
|
(33,449 |
) |
|
|
(16.2 |
) |
Operating margin |
|
|
7.1 |
|
% |
|
9.6 |
|
% |
|
|
|
(250) bps |
|
||
Other income (expense) |
|
|
45,517 |
|
|
|
(1,652 |
) |
|
|
47,169 |
|
|
n/m |
|
|
Earnings before income taxes |
|
|
218,599 |
|
|
|
204,879 |
|
|
|
13,720 |
|
|
|
6.7 |
|
Income tax expense |
|
|
35,894 |
|
|
|
40,355 |
|
|
|
(4,461 |
) |
|
|
(11.1 |
) |
Net earnings |
|
|
182,705 |
|
|
|
164,524 |
|
|
|
18,181 |
|
|
|
11.1 |
|
Less: Net earnings attributable to noncontrolling interests and redeemable noncontrolling interest |
|
|
12,207 |
|
|
|
24,222 |
|
|
|
(12,015 |
) |
|
|
(49.6 |
) |
Net earnings attributable to Skechers U.S.A., Inc. |
|
$ |
170,498 |
|
|
$ |
140,302 |
|
|
|
30,196 |
|
|
|
21.5 |
|
n/m: not meaningful.
20
Sales
Sales increased $282.4 million, or 13.1%, to $2.44 billion, compared to $2.16 billion as a result of a 22.0% increase internationally. Wholesale increased 15.0% and Direct-to-Consumer increased 11.0%. Sales increased overall due to higher sales volume and higher average selling prices.
Gross margin
Gross margin declined 160 basis points to 53.3% compared to 54.9%, due to higher costs per unit, driven by higher duties domestically as a result of higher tariff rates, partially offset by higher average selling prices.
Operating expenses
Operating expenses increased $150.3 million, or 15.4%, to $1.1 billion, and as a percentage of sales increased 90 basis points to 46.2%. Selling expenses increased $16.0 million, or 6.8%, to $251.9 million, primarily due to higher demand creation expenditures. General and administrative expenses increased $134.3 million, or 18.1%, to $876.3 million. The increased expenses were driven by increases in labor costs of $53.4 million and facility related costs of $28.3 million, including rent and depreciation, largely due to our global retail expansion, as well as labor costs at our European distribution center. In addition, distribution costs increased $24.9 million, largely due to shipping and packaging costs.
Other income (expense)
Other income was $45.5 million for the three months ended June 30, 2025, as compared to an expense of $1.7 million for the three months ended June 30, 2024. The change of $47.2 million was primarily due to favorable foreign currency exchange rates in Europe.
Income taxes
Income tax expense and the effective tax rate were as follows:
|
|
Three Months Ended June 30, |
|
|||||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
Income tax expense |
|
$ |
35,894 |
|
|
$ |
40,355 |
|
Effective tax rate |
|
|
16.4 |
% |
|
|
19.7 |
% |
Our income tax expense and effective income tax rate are significantly impacted by the mix of our domestic and foreign earnings (losses) before income taxes. In the non-U.S. jurisdictions in which we have operations, the applicable statutory rates range from 0% to 35%, which on average are generally significantly lower than the U.S. federal and state combined statutory rate of approximately 26%. For the quarter, the decrease in the effective tax rate was due to lower earnings in higher tax jurisdictions.
The Organization for Economic Cooperation and Development ("OECD") has issued various proposals that would change long-standing global tax principles, namely, its Pillar Two framework, which imposes a global minimum corporate tax rate of 15% for large multinational companies. The adoption and effective dates of these rules may vary by country and could increase tax complexity and uncertainty and may adversely affect our provision for income taxes and cash tax payments in future periods. Certain countries in which we operate have already enacted the Pillar Two minimum tax regime. Certain rules begin to be effective for us in fiscal year 2025 and we expect our tax rate to increase as a result. However, we expect that the increase will be partially offset by lower earnings in higher tax jurisdictions and, as such, for fiscal year 2025, we expect our tax rate to be between 20% and 21%. We continue to evaluate the potential impact of enacted and future legislation concerning the Pillar Two framework in the non-U.S. tax jurisdictions we operate in.
Noncontrolling interests and redeemable noncontrolling interest in net earnings of joint ventures
Noncontrolling interests and redeemable noncontrolling interest represents the share of net earnings that is attributable to our joint venture partners. Net earnings attributable to noncontrolling interests and redeemable noncontrolling interest decreased $12.0 million to $12.2 million, compared to $24.2 million in the prior year, due to lower earnings by our joint ventures, predominantly in China.
RESULTS OF SEGMENT OPERATIONS – SECOND QUARTER
Wholesale
|
Three Months Ended June 30, |
|
|
Change |
|
|||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||
Sales |
|
$ |
1,301,428 |
|
|
$ |
1,132,111 |
|
|
|
169,317 |
|
|
|
15.0 |
|
Gross profit |
|
|
538,387 |
|
|
|
496,982 |
|
|
|
41,405 |
|
|
|
8.3 |
|
Gross margin |
|
|
41.4 |
% |
|
|
43.9 |
% |
|
|
|
|
(250) bps |
|
||
21
Wholesale sales increased $169.3 million, or 15.0%, to $1.3 billion, due to increases in Europe, Middle East & Africa of 58.7% and Asia Pacific of 4.0%, partially offset by decreases in the Americas of 5.9%. Wholesale volume increased 13.7% and average selling price per unit increased 1.2%.
Wholesale gross margin decreased 250 basis points to 41.4% driven by higher costs per unit, driven by higher duties domestically as a result of higher tariff rates.
Direct-to-Consumer
|
Three Months Ended June 30, |
|
|
Change |
|
|||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||
Sales |
|
$ |
1,138,596 |
|
|
$ |
1,025,532 |
|
|
|
113,064 |
|
|
|
11.0 |
|
Gross profit |
|
|
762,916 |
|
|
|
687,455 |
|
|
|
75,461 |
|
|
|
11.0 |
|
Gross margin |
|
|
67.0 |
% |
|
|
67.0 |
% |
|
|
|
|
0 bps |
|
||
Direct-to-Consumer sales increased $113.1 million, or 11.0%, to $1.1 billion, which includes increases in the Americas of 8.6%, Europe, Middle East & Africa of 27.8% and Asia Pacific of 6.6%. Direct-to-Consumer volume increased 6.6% and average selling price per unit increased 4.1%.
Direct-to-Consumer gross margin remained consistent at 67.0%. Gross margin in the current period was impacted by higher costs per unit, driven by higher duties domestically as a result of higher tariff rates, partially offset by higher average selling prices, when compared to the prior year.
RESULTS OF OPERATIONS – SIX MONTHS
Selected information from our results of operations follows:
|
Six Months Ended June 30, |
|
|
Change |
|
|||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||
Sales |
|
$ |
4,851,595 |
|
|
$ |
4,409,230 |
|
|
|
442,365 |
|
|
|
10.0 |
|
Cost of sales |
|
|
2,295,918 |
|
|
|
2,043,159 |
|
|
|
252,759 |
|
|
|
12.4 |
|
Gross profit |
|
|
2,555,677 |
|
|
|
2,366,071 |
|
|
|
189,606 |
|
|
|
8.0 |
|
Gross margin |
|
|
52.7 |
|
% |
|
53.7 |
|
% |
|
|
|
(100) bps |
|
||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling |
|
|
436,956 |
|
|
|
392,371 |
|
|
|
44,585 |
|
|
|
11.4 |
|
General and administrative |
|
|
1,680,514 |
|
|
|
1,468,371 |
|
|
|
212,143 |
|
|
|
14.4 |
|
Total operating expenses |
|
|
2,117,470 |
|
|
|
1,860,742 |
|
|
|
256,728 |
|
|
|
13.8 |
|
As a % of sales |
|
|
43.6 |
|
% |
|
42.2 |
|
% |
|
|
|
140 bps |
|
||
Earnings from operations |
|
|
438,207 |
|
|
|
505,329 |
|
|
|
(67,122 |
) |
|
|
(13.3 |
) |
Operating margin |
|
|
9.0 |
|
% |
|
11.5 |
|
% |
|
|
|
(240) bps |
|
||
Other income (expense) |
|
|
70,047 |
|
|
|
(3,702 |
) |
|
|
73,749 |
|
|
n/m |
|
|
Earnings before income taxes |
|
|
508,254 |
|
|
|
501,627 |
|
|
|
6,627 |
|
|
|
1.3 |
|
Income tax expense |
|
|
100,477 |
|
|
|
96,725 |
|
|
|
3,752 |
|
|
|
3.9 |
|
Net earnings |
|
|
407,777 |
|
|
|
404,902 |
|
|
|
2,875 |
|
|
|
0.7 |
|
Less: Net earnings attributable to noncontrolling interests and redeemable noncontrolling interest |
|
|
34,843 |
|
|
|
57,978 |
|
|
|
(23,135 |
) |
|
|
(39.9 |
) |
Net earnings attributable to Skechers U.S.A., Inc. |
|
$ |
372,934 |
|
|
$ |
346,924 |
|
|
|
26,010 |
|
|
|
7.5 |
|
n/m: not meaningful.
Sales
Sales increased $442.4 million, or 10.0%, to $4.85 billion, compared to $4.41 billion as a result of a 14.2% increase internationally and a 3.2% increase domestically. Wholesale increased 11.0% and Direct-to-Consumer increased 8.8%. Sales increased overall due to higher sales volume and higher average selling prices.
Gross margin
Gross margin declined 100 basis points to 52.7% compared to 53.7%, due to higher costs per unit, driven by higher duties domestically as a result of higher tariff rates, partially offset by higher average selling prices.
22
Operating expenses
Operating expenses increased $256.7 million, or 13.8%, to $2,117.5 million, and as a percentage of sales increased 140 basis points to 43.6%. Selling expenses increased $44.6 million, or 11.4%, to $437.0 million, primarily due to higher demand creation expenditures. General and administrative expenses increased $212.1 million, or 14.4%, to $1,680.5 million. The increased expenses were driven by increases in labor costs of $84.0 million and facility related costs of $54.0 million, including rent and depreciation, largely due to our global retail expansion, as well as labor costs at our European distribution center. In addition, distribution costs increased $29.2 million, largely due to shipping and packaging costs.
Other income (expense)
Other income was $70.0 million for the six months ended June 30, 2025, as compared to an expense of $3.7 million for the six months ended June 30, 2024. The change of $73.7 million was primarily due to favorable foreign currency exchange rates in Europe.
Income taxes
Income tax expense and the effective tax rate were as follows:
|
|
Six Months Ended June 30, |
|
|||||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
Income tax expense |
|
$ |
100,477 |
|
|
$ |
96,725 |
|
Effective tax rate |
|
|
19.8 |
% |
|
|
19.3 |
% |
Our income tax expense and effective income tax rate are significantly impacted by the mix of our domestic and foreign earnings (losses) before income taxes. In the non-U.S. jurisdictions in which we have operations, the applicable statutory rates range from 0% to 35%, which on average are generally significantly lower than the U.S. federal and state combined statutory rate of approximately 26%. Year-to-date, the increase in the effective tax rate was due to global minimum tax rules that are effective for fiscal year 2025. The increase was partially offset by lower earnings in higher tax jurisdictions.
Noncontrolling interests and redeemable noncontrolling interest in net earnings of joint ventures
Noncontrolling interests and redeemable noncontrolling interest represents the share of net earnings that is attributable to our joint venture partners. Net earnings attributable to noncontrolling interests and redeemable noncontrolling interest decreased $23.1 million to $34.8 million, compared to $58.0 million in the prior year, due to lower earnings by our joint ventures, predominantly in China.
RESULTS OF SEGMENT OPERATIONS – SIX MONTHS
Wholesale
|
Six Months Ended June 30, |
|
|
Change |
|
|||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||
Sales |
|
$ |
2,833,636 |
|
|
$ |
2,553,809 |
|
|
|
279,827 |
|
|
|
11.0 |
|
Gross profit |
|
|
1,213,557 |
|
|
|
1,133,022 |
|
|
|
80,535 |
|
|
|
7.1 |
|
Gross margin |
|
|
42.8 |
% |
|
|
44.4 |
% |
|
|
|
|
(150) bps |
|
||
Wholesale sales increased $279.8 million, or 11.0%, to $2.8 billion, due to increases in Europe, Middle East & Africa of 30.6%, the Americas of 0.9% and Asia Pacific of 1.4%. Wholesale volume increased 11.2% and average selling price per unit declined 0.2%.
Wholesale gross margin decreased 150 basis points to 42.8% driven by higher costs per unit, driven by higher duties domestically as a result of higher tariff rates.
Direct-to-Consumer
|
Six Months Ended June 30, |
|
|
Change |
|
|||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||
Sales |
|
$ |
2,017,959 |
|
|
$ |
1,855,421 |
|
|
|
162,538 |
|
|
|
8.8 |
|
Gross profit |
|
|
1,342,120 |
|
|
|
1,233,049 |
|
|
|
109,071 |
|
|
|
8.8 |
|
Gross margin |
|
|
66.5 |
% |
|
|
66.5 |
% |
|
|
|
|
0 bps |
|
||
Direct-to-Consumer sales increased $162.5 million, or 8.8%, to $2,018.0 million, which includes increases in the Americas of 9.1%, Europe, Middle East & Africa of 25.5% and Asia Pacific of 1.3%. Direct-to-Consumer volume increased 6.4% and average selling price per unit increased 2.1%.
Direct-to-Consumer gross margin remained consistent at 66.5%. Gross margin in the current period was impacted by higher costs per unit, driven by higher duties domestically as a result of higher tariff rates, partially offset by higher average selling prices, when compared to the prior year.
23
LIQUIDITY AND CAPITAL RESOURCES
Liquidity Outlook
We had cash and cash equivalents of $1,377.2 million as of June 30, 2025. Amounts held outside the U.S. were $1,308.6 million, or 95.0% and $567.9 million was available for repatriation to the U.S. as of June 30, 2025, without incurring additional U.S. federal income taxes and applicable non-U.S. income and withholding taxes.
As of June 30, 2025, we had unused credit capacity of $614.1 million on our corporate revolving credit facility, with an additional $250.0 million available through an accordion feature. We believe that anticipated cash flows from operations, existing cash and investment balances, available borrowings under our revolving credit facility, and current financing arrangements will be sufficient to provide us with the liquidity necessary to fund our anticipated working capital and capital requirements for the next twelve months.
Cash Flows
Our working capital as of June 30, 2025 was $2.5 billion, an increase of $342.8 million from working capital of $2.2 billion at December 31, 2024. Our cash and cash equivalents as of June 30, 2025 were $1,377.2 million, compared to $1,116.5 million as of December 31, 2024. Our primary source of operating cash is collections from customers. Our primary uses of cash are inventory purchases, selling, general and administrative expenses and capital expenditures.
Operating Activities
For the six months ended June 30, 2025, net cash provided by operating activities was $448.2 million compared to $494.4 million for the six months ended June 30, 2024. The $46.3 million decrease in operating cash flows primarily resulted from
changes in working capital.
Investing Activities
Net cash used in investing activities was $315.0 million for the six months ended June 30, 2025, compared to $240.4 million for the six months ended June 30, 2024. The $74.5 million increase was due to increased capital expenditures of $161.2 million, partially offset by net investment activity of $76.7 million.
Our capital investments remain focused on supporting our strategic growth priorities, growing our Direct-to-Consumer business, as well as expanding the presence of our brand internationally. Capital expenditures for the six months ended June 30, 2025 were $330.7 million, which included $157.0 million related to the expansion of our global distribution infrastructure and $110.5 million related to investments in our retail stores and direct-to-consumer technologies. We expect to fund ongoing capital expenses through a combination of available cash and borrowings.
Financing Activities
Net cash provided by financing activities was $100.1 million during the six months ended June 30, 2025, compared to net cash used of $163.7 million during the six months ended June 30, 2024. The change of $263.9 million is the result of increased borrowings of $86.6 million, partially offset by repurchases of common stock of $120.0 million during the prior period.
Capital Resources and Prospective Capital Requirements
Share Repurchase Program
On July 25, 2024, the Company's Board of Directors announced a share repurchase program, pursuant to which the Company may purchase up to $1.0 billion in shares of its Class A Common Stock. This repurchase program expires on July 25, 2027, does not obligate the Company to acquire any particular amount of shares and replaced the prior share repurchase program authorization. Remaining repurchase authorization under the repurchase program was terminated upon commencement of the new program. As of June 30, 2025, $789.9 million remains available under the Share Repurchase program.
Financing Arrangements
As of June 30, 2025, outstanding borrowings were $584.3 million, of which $130.0 million related to our corporate revolving credit facility, $299.8 million related to loans for our domestic and China distribution centers, $104.9 million related to our operations in China, and the remainder related to our international operations. Our short-term and long-term debt obligations contain both financial and non-financial covenants, including cross-default provisions. We were in compliance with all debt covenants related to our short-term and long-term borrowings as of the date of this quarterly report. See Note 4 – Financial Commitments of the Unaudited Condensed Consolidated Financial Statements for additional information.
24
CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES
Our discussion and analysis of our financial condition and results of operations are based upon our Unaudited Condensed Consolidated Financial Statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting policies and estimates did not change materially during the quarter ended June 30, 2025.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes from the information previously reported under Part II, Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Item 4. Controls and Procedures
DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this Quarterly Report on Form 10-Q, we performed an evaluation under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the design and effectiveness of our disclosure controls and procedures, which are required in accordance with Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, our CEO and CFO concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective in the timely and accurate recording, processing, summarizing and reporting of material financial and non-financial information within the time periods specified within the SEC’s rules and forms. Our CEO and CFO also concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting during the three months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
Handsfree Labs Licensing, LLC, Fast IP, LLC and Kizik Design, LLC v. Skechers USA, Inc. – On July 24, 2025, Handsfree Labs Licensing, LLC, Fast IP, LLC and Kizik Design, LLC (collectively, “Kizik”) filed an action against our company in the United States District Court for the Eastern District of Texas, Case No. 2:25-CV-00744, alleging that Skechers Slip-ins shoes infringe the claims of four Kizik utility patents and two Kizik design patents. Kizik seeks injunctive relief, a finding of willful infringement, damages, pre-judgment and post-judgment interest, attorneys’ fees and costs. While it is too early to predict the outcome of the District Court case, or whether an adverse result would have a material adverse impact on our operations or financial position, we believe we have meritorious defenses and intend to defend this matter vigorously.
Key West Police Officers & Firefighters Retirement Plan v. Skechers U.S.A., Inc., et al., No. 2:25-cv-04863 (C.D. Cal.) (the “Key West Action”). On May 29, 2025, a purported holder of Class A Common Stock filed the Key West Action in the United States District Court, Central District of California. The Key West Action brings claims under Section 13(e) of the Exchange Act against Skechers, Robert Greenberg and Michael Greenberg, which seeks, among other things, additional disclosures, to enjoin Skechers from enforcing the Election Deadline and from Closing the Merger until additional disclosures are filed, as well as attorneys’ fees and costs. On June 3, 2025, Plaintiff filed an ex parte application (the “Application”) to shorten the time for the hearing on its motion for preliminary injunction. On June 5, 2025, the Court denied Plaintiff’s Application and struck the motion for preliminary injunction without prejudice. On June 23, 2025, Plaintiff renewed its motion for preliminary injunction (the “Motion”). Defendants filed their opposition to the Motion on June 30, 2025, and Plaintiff filed its reply on July 7, 2025. By order dated July 18, 2025, the Court denied the motion for a preliminary injunction without prejudice. Defendants’ deadline to respond to the complaint is August 18, 2025. While it is too early to predict the outcome of this case, or whether an adverse result would have a material adverse impact on our operations or financial position, we believe we have meritorious defenses and intend to defend this matter vigorously.
Nike, Inc. v. Skechers USA, Inc. – On November 6, 2023, Nike filed an action against our company in the United States District Court for the Central District of California, Case No. 2:23-CV-09346, alleging that certain Skechers shoe designs infringe the claims of six Nike utility patents that purportedly cover Nike’s Flyknit technologies. Nike seeks injunctive relief, damages (including treble damages), pre-judgment and post-judgment interest, and costs. On January 12, 2024, we answered Nike’s complaint, denying the allegations, and filed counterclaims seeking declarations of invalidity of the asserted patents, and non-infringement. The District Court held a claim construction hearing on September 20, 2024, but has not yet issued its ruling. In early November 2024, we filed petitions
25
with the Patent Trial and Appeals Board (“PTAB”) seeking to institute inter partes review of each of the six Nike utility patents being asserted against us. On February 5, 2025, the District Court stayed the case before it pending PTAB's decision on our petitions. In May and June 2025, PTAB instituted inter partes review of one of the Nike utility patents being asserted against Skechers, but declined to institute inter partes review as to the others. After Nike informed the District Court that it was dismissing its infringement claims against Skechers with respect to the patent that PTAB instituted inter partes review, the District Court lifted the stay and the litigation will now resume. While it is too early to predict the outcome of the District Court case, or whether an adverse result would have a material adverse impact on our operations or financial position, we believe we have meritorious defenses and intend to defend this matter vigorously.
Other than the matters described above, there have been no material developments with respect to the information previously reported under Part I, Item 3 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Item 1A. Risk Factors
Other than the following risk factors, there have been no material developments with respect to the information previously reported under Part I, Item 3 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and Part II, Item 1A. in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.
The announcement and pendency of our agreement to be acquired by Beach Acquisition Co Parent, LLC may have an adverse effect on our business, operating results and our stock price, and may result in the loss of employees, customers, suppliers, and other business partners.
On May 4, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Beach Acquisition Co Parent, LLC, a Delaware limited liability company (“Parent”), and Beach Acquisition Merger Sub, Inc., a Delaware corporation (“Merger Sub”), pursuant to which, upon the terms and subject to conditions thereof, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and becoming a subsidiary of Parent (the “Merger”). We are subject to risks in connection with the announcement and pendency of the Merger, including, but not limited to, the following:
The Merger is subject to certain conditions, some or all of which may not be satisfied, and the Merger may not be completed on a timely basis, if at all.
The obligations of Parent and Skechers to complete the Merger are subject to the satisfaction or waiver of a number of conditions, including, among others, (i) the expiration or termination of the applicable waiting period under the HSR Act and the approval, clearance or expiration under certain specified antitrust laws and foreign investment laws and (ii) since the date of the Merger Agreement, no material adverse effect has occurred and is continuing.
Although Parent and Skechers have agreed in the Merger Agreement to use their reasonable best efforts to complete the Transaction as promptly as practicable, many of the closing conditions are not within Parent’s or Skechers’ control, and neither company can predict when or if these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to November 4, 2025, which deadline may be extended to February 4, 2026 in certain circumstances, it is possible that the Merger Agreement will be terminated. The failure to satisfy all of the required conditions could delay the completion of the Merger for a significant period of time or prevent it from occurring. Any delay in completing the Merger could cause us not to realize some or all of the benefits that we expect to achieve if the Merger is successfully completed within the expected timeframe. There can be no assurance that all closing conditions will be satisfied or waived, or that the Merger will be completed, within the expected timeframe or at all.
If the parties determine to waive any of the conditions to the closing of the Merger, such decision may have an adverse effect on Skechers and our stockholders.
Failure to complete the Merger could negatively affect our stock price and our future business and financial results.
If the Merger is not completed, our ongoing business, financial condition, financial results and stock price may be materially adversely affected. Without realizing any of the benefits of having completed the Merger, we will be subject to a number of risks,
26
including the following:
If any of these risks materialize it could materially adversely impact our ongoing business, financial condition, financial results and stock price. Similarly, delays in the completion of the Merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the Merger.
We will incur direct and indirect costs as a result of the Merger, which may be more expensive to complete than anticipated.
We have incurred, and will continue to incur, substantial costs, expenses and fees for professional services and other transaction costs in connection with the Merger. The Merger may be more expensive to complete than anticipated as a result of unexpected factors or events, including, but not limited to, delays in consents or approvals or developments in the political environment. Skechers may incur additional costs or suffer loss of business under third-party contracts that are terminated or that contain change in control or other provisions that may be triggered by the completion of the Merger, and/or losses of, or decreases in orders by, customers, and may also incur costs to maintain employee morale and to retain certain key management personnel and employees. Skechers will also incur transaction fees and costs related to formulating operational plans, and the execution of these plans may lead to additional unanticipated costs and time delays. Factors beyond our control could materially affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately. Many of these fees and costs are payable by us regardless of whether the Merger is consummated.
We are subject to business uncertainties and contractual restrictions while the Merger is pending, which could adversely affect our business, operating results and our stock price.
Under the terms of the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the Merger, generally requiring us to conduct our businesses in all material respects in the ordinary course of business, to use reasonable best efforts to cooperate in seeking regulatory approvals, and to not engage in certain specified activities without Parent’s prior consent. We may find that these and other obligations in the Merger Agreement may delay or prevent us from responding, or limit our ability to respond, effectively to competitive pressures, industry developments and future business opportunities that may arise during such period, even if our management and board of directors think such responses may be advisable. Such limitations could adversely affect our business, operating results and our stock price and our perceived acquisition value, regardless of whether the Merger is completed. These risks described may be exacerbated by delays or other adverse developments with respect to the completion of the Merger.
The business relationships of Skechers and its subsidiaries may be subject to disruption due to uncertainty associated with the Transaction, which could have an adverse effect on our results of operations, cash flows and financial position.
Parties with which we, or our subsidiaries, do business may be uncertain as to the effects the Merger may have on them, including with respect to current or future business relationships with us or our subsidiaries. These relationships may be subject to disruption as customers, suppliers and other persons with whom we have a business relationship may delay or defer certain business decisions or might decide to terminate, change or renegotiate their relationships with us or consider entering into business relationships with parties other than us or our respective subsidiaries. These disruptions could have an adverse effect on our results of operations, cash flows and financial position. The risk, and adverse effect, of any disruption could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement.
27
Uncertainties associated with the Merger may cause a loss of our employees during the pendency of the Merger and under Parent’s ownership following the Merger.
Our current and prospective employees may experience uncertainty about their future roles under Parent’s management following the Merger, which may materially adversely affect our ability to attract, retain, and motivate key personnel during the pendency of the Merger. Our employees could lose productivity as a result of uncertainty regarding their employment following the Merger. Key personnel may depart Skechers because of issues relating to the uncertainty and difficulty of the post-closing operations of Skechers’ business or a desire not to remain with Skechers under Parent’s management following the Transaction. Accordingly, no assurance can be given that we will be able to retain key employees to the same extent that we have been able to in the past. Skechers may lose significant expertise and talent relating to the business of Skechers. The loss of any member of the senior management team could impair Skechers’ ability to execute its business plan and growth strategy, have a negative impact on its revenues and the effective working relationships that its executive management have developed and cause employee morale problems and the loss of additional key employees, agents, managers and clients.
The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of the Company from proposing an alternative transaction.
The Merger Agreement contains provisions that, subject to certain exceptions, limit our ability to solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal (as defined in the Merger Agreement), or take certain other restricted actions in connection therewith. It is possible that these or other provisions in the Merger Agreement might discourage a potential competing acquiror that might have an interest in acquiring all or a significant portion of the Company or pursuing an alternative transaction from considering or proposing such a transaction.
Legal proceedings against Skechers and Parent could result in substantial costs, an injunction preventing the completion of the Merger and/or a judgment resulting in the payment of damages.
On May 29, 2025, a purported holder of Skechers Class A Common Stock filed an action under Section 13(e) of the Exchange Act against Skechers, Robert Greenberg and Michael Greenberg, which seeks, among other things, additional disclosures, to enjoin Skechers from enforcing the election deadline and from closing the Merger until additional disclosures are filed, as well as attorneys’ fees and costs. Skechers and Parent believe that the Merger fully complies with all applicable laws and that the claims asserted in the complaint are without merit.
It is possible that additional litigation against Skechers, Parent, their respective affiliates and/or their respective boards of directors and management and the independent committee may be filed in the future. Even if a lawsuit is unsuccessful, defending against these claims can result in substantial costs. An adverse judgment could result in monetary damages, which could have a negative impact on Skechers’ liquidity and financial condition. These lawsuits could prevent or delay the completion of the Transaction and result in significant costs to Skechers and/or Parent, including any costs associated with the indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of any potential lawsuits.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table summarizes the share repurchase activity during the quarter ended June 30, 2025.
Month Ended |
|
Total Number of Shares Purchased |
|
|
Average Price Paid Per Share |
|
|
Total Number of Shares Purchased under the Share Repurchase Program |
|
|
Maximum Dollar Value of Shares that May Yet Be Purchased under the Share Repurchase Program (in thousands) |
|
||||
April 30, 2025 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
789,935 |
|
May 31, 2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
789,935 |
|
June 30, 2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
789,935 |
|
Total |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
|
|
On July 25, 2024, the Company's Board of Directors announced a share repurchase program pursuant to which the Company may purchase shares of its Class A Common Stock, for an aggregate repurchase price not to exceed $1.0 billion. This repurchase program expires on July 25, 2027 and does not obligate the Company to acquire any particular amount of shares.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
28
Item 5. Other Information
On August 7, 2025, the Company's Board of Directors adopted the Skechers U.S.A., Inc. U.S. Employee Change in Control Severance Plan (the “Severance Plan”). Participants in the Severance Plan include full-time or part-time employees of the Company employed in the United States. The Severance Plan provides for the payment of certain benefits in connection with a termination of employment without “cause” or resignation for “good reason” (excluding a termination for death or disability) on or within twelve (12) months following the date of the closing of the Merger. Such benefits consist of continued base salary payments and COBRA continuation coverage for a certain number of months following termination that corresponds to each participant’s job level tier, subject to the participant’s execution and non-revocation of a release of claims and compliance with certain other obligations specified in the Severance Plan.
Under the Severance Plan, on a qualifying termination following the closing of the Merger, Messrs. Robert Greenberg, John Vandemore, and Mark Nason would each be entitled to continued payment of their base salaries for 18 months, as well as continuation of COBRA coverage for 18 months, subject to the release requirement. Messrs. Michael Greenberg and David Weinberg are eligible for severance benefits pursuant to the terms of their employment agreements with the Company and would not be eligible for additional benefits under the Severance Plan.
29
Item 6. Exhibits
Exhibit Number |
|
Description |
|
|
|
2.1** |
|
Agreement and Plan of Merger, dated as of May 4, 2025, by and among Beach Acquisition Co Parent, LLC, Beach Acquisition Merger Sub, Inc. and Skechers U.S.A., Inc. (incorporated by reference to Exhibit Number 2.1 of the Registrant's Form 8-K filed on May 5, 2025). |
|
|
|
3.1 |
|
Amended and Restated Certificate of Incorporation dated April 29, 1999 (incorporated by reference to Exhibit Number 3.1 of the Registrant’s Form 10-Q for the quarter ended September 30, 2015). |
|
|
|
3.1(a) |
|
Amendment to Amended and Restated Certificate of Incorporation dated September 24, 2015 (incorporated by reference to Exhibit Number 3.2 of the Registrant’s Form 10-Q for the quarter ended September 30, 2015). |
|
|
|
3.1(b) |
|
Second Amendment to Amended and Restated Certificate of Incorporation dated June 12, 2023 (incorporated by reference to Exhibit Number 3.1 of the Registrant’s Form 10-Q for the quarter ended June 30, 2023). |
|
|
|
3.2 |
|
Bylaws dated May 28, 1998 (incorporated by reference to Exhibit Number 3.2 of the Registrant’s Registration Statement on Form S-1 (File No. 333-60065) filed on July 29, 1998). |
|
|
|
3.2(a) |
|
Amendment to Bylaws dated as of April 8, 1999 (incorporated by reference to Exhibit Number 3.2(a) of the Registrant’s Form 10-K for the year ended December 31, 2005). |
|
|
|
3.2(b) |
|
Second Amendment to Bylaws dated as of December 18, 2007 (incorporated by reference to Exhibit Number 3.1 of the Registrant’s Form 8-K filed on December 20, 2007). |
|
|
|
3.2(c) |
|
Third Amendment to Bylaws dated as of May 15, 2019 (incorporated by reference to Exhibit Number 3.1 of the Registrant’s Form 8-K filed on May 17, 2019). |
|
|
|
3.2(d) |
|
Fourth Amendment to Bylaws dated as of March 9, 2023 (incorporated by reference to Exhibit Number 3.1 of the Registrant’s Form 8-K filed on March 15, 2023). |
|
|
|
3.2(e) |
|
Fifth Amendment to Bylaws dated as of December 18, 2024 (incorporated by reference to Exhibit Number 3.1 of the Registrant’s Form 8-K filed on December 23, 2024). |
|
|
|
10.1**+ |
|
Form of Amended and Restated Limited Liability Company Agreement of Beach Acquisition Co Parent, LLC (incorporated by reference to Exhibit Number 10.1 of the Registrant's Form 8-K filed on May 5, 2025). |
|
|
|
10.2**+ |
|
Support Agreement, dated as of May 4, 2025, by and among the Company, Greenberg Family Trust, the Skechers Voting Trust, Robert Greenberg and members of the Greenberg family (incorporated by reference to Exhibit Number 10.2 of the Registrant's Form 8-K filed on May 5, 2025). |
|
|
|
31.1 |
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2 |
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1* |
|
Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
101.INS |
|
Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document |
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
|
|
|
104 |
|
Cover Page formatted as Inline XBRL and contained in Exhibit 101 |
|
|
|
* In accordance with Item 601(b)(32)(ii) of Regulation S-K, this Exhibit shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
** The schedules and exhibits have been omitted pursuant to Item 601(a)(5) or Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished.
30
+ Certain portions of this exhibit are omitted pursuant to Item 601(b)(10)(iv) of Regulations S-K because they are not material and are the type that the registrant treats as private or confidential. The Company hereby agrees to furnish a copy of any omitted portion to the SEC upon request.
31
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 8, 2025 |
SKECHERS U.S.A., INC. |
|
|
|
|
|
By: |
/s/ John Vandemore |
|
|
John Vandemore |
|
|
Chief Financial Officer (Principal Financial Officer and Duly Authorized Signatory) |
32
Source:
FAQ
What were SKX's sales and growth in the quarter?
What earnings and EPS did SKX report for the quarter?
How much cash did SKX have and how much operating cash was generated?
What are the terms of the proposed merger disclosed in the 10-Q?
How large were SKX's capital expenditures and what were they for?
What share repurchase capacity remains under SKX's program?
Are there any material legal proceedings disclosed?
