SKECHERS USA INC, 424B4, 1999-06-10

SKECHERS USA INC
424B4, 1999-06-10
APPAREL, PIECE GOODS & NOTIONS

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<PAGE> 1
As filed pursuant to Rule 424(b)(4)
under the Securities Act of 1933
Registration No. 333-60065

[SKECHERS U.S.A. INC.]
- --------------------------------------------------------------------------------

7,000,000 SHARES
CLASS A COMMON STOCK
- --------------------------------------------------------------------------------

THIS IS THE INITIAL PUBLIC OFFERING OF SKECHERS U.S.A., INC. WE ARE OFFERING
7,000,000 SHARES OF CLASS A COMMON STOCK.

THE NEW YORK STOCK EXCHANGE HAS AUTHORIZED OUR CLASS A COMMON STOCK FOR LISTING
ON THE EXCHANGE UNDER THE SYMBOL "SKX."

Investing in the Class A common stock involves risks. See "Risk Factors"
beginning on page 9.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public Commissions Skechers U.S.A., Inc.
<S> <C> <C> <C>
PER SHARE $11.00 $0.77 $10.23
TOTAL $77,000,000 $5,390,000 $71,610,000
</TABLE>

THE GREENBERG FAMILY TRUST HAS ALSO GRANTED THE UNDERWRITERS A 30-DAY OPTION TO
PURCHASE UP TO 1,050,000 ADDITIONAL SHARES OF CLASS A COMMON STOCK TO COVER ANY
OVER-ALLOTMENTS. WE WILL NOT RECEIVE ANY PROCEEDS FROM THE SALE OF CLASS A
COMMON STOCK BY SUCH SELLING STOCKHOLDER IN THE EVENT THE OVER-ALLOTMENT OPTION
IS EXERCISED.

Deutsche Banc Alex. Brown Prudential Securities

THE DATE OF THIS PROSPECTUS IS JUNE 9, 1999.
<PAGE> 2

[PICTURES]

CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE CLASS A COMMON
STOCK, INCLUDING PURCHASES OF THE CLASS A COMMON STOCK TO STABILIZE ITS MARKET
PRICE, PURCHASES OF THE CLASS A COMMON STOCK TO COVER SOME OR ALL OF A SHORT
POSITION IN THE CLASS A COMMON STOCK MAINTAINED BY THE UNDERWRITERS AND THE
IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING."
<PAGE> 3

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and Consolidated Financial
Statements, including the Notes thereto, appearing elsewhere in this Prospectus.
This Prospectus, in addition to historical information, contains forward-looking
statements including, but not limited to, statements regarding the Company's
plans to increase the number of retail locations and styles of footwear, the
maintenance of customer accounts and expansion of business with such accounts,
the successful implementation of the Company's strategies, future growth and
growth rates and future increases in net sales, expenses, capital expenditures
and net earnings. Without limiting the foregoing, the words "believes,"
"anticipates," "plans," "expects," "may," "will," "intends," "estimates" and
similar expressions are intended to identify forward-looking statements. These
forward-looking statements involve risks and uncertainties, and the Company's
actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including those set
forth under "Risk Factors" and elsewhere in this Prospectus.

THE COMPANY

Skechers U.S.A., Inc. ("Skechers" or the "Company") designs and markets
branded contemporary casual, active, rugged and lifestyle footwear for men,
women and children. The Company's objective is to become a leading source of
contemporary casual and active footwear while ensuring the longevity of both the
Company and the Skechers brand name through controlled, well managed growth. The
Company strives to achieve this objective by developing and offering a balanced
assortment of basic and fashionable merchandise across a wide spectrum of
product categories and styles, while maintaining a diversified, low-cost
sourcing base and controlling the growth of its distribution channels. The
Company sells its products to department stores such as Nordstrom, Macy's,
Dillards, Robinson's-May and JC Penney and specialty retailers such as Genesco's
Journeys and Jarman chains, The Venator Group's Foot Locker and Lady Foot Locker
chains, Pacific Sunwear and Footaction U.S.A. The Company also sells its
products both internationally in over 110 countries and territories through
major international distributors and directly to consumers through 38 of its own
retail stores.

The Company has realized rapid growth since inception, increasing net sales
at a compound annual growth rate of 42.4% from $90.8 million in 1994 to $372.7
million in 1998. From 1997 to 1998, the Company experienced a 102.7% and 117.4%
increase in net sales and earnings from operations, respectively. In addition,
for the three months ended March 31, 1999, the Company experienced a 59.9% and
90.8% increase in net sales and earnings from operations, respectively, compared
to the comparable period from the prior year. From 1997 to 1998, the Company
also experienced an improvement in gross profit as a percentage of net sales
("Gross Margin") from 37.4% to 41.5% and in earnings from operations as a
percentage of net sales ("Operating Margin") from 8.5% to 9.1%. For the three
months ended March 31, 1999, the Company increased its Gross Margin from 37.6%
to 38.3% and its Operating Margin from 4.2% to 5.0% compared to the comparable
period from the prior year. These improvements resulted in part from the shift
to offering Skechers product exclusively and in part from economies of scale.

Management believes the Skechers product offerings of men's, women's and
children's footwear appeal to a broad customer base between the ages of 5 and 40
years. Management believes the Company's strategy of providing a growing and
balanced assortment of quality basic footwear and seasonal and fashion footwear
with progressive styling at competitive prices gives Skechers this broader based
customer appeal. Skechers men's and women's footwear are primarily designed with
the active, youthful lifestyle of the 12 to 25 year old age group in mind. The
Company's product offerings include casual and utility oxfords, loggers, boots
and demi-boots; skate, street and fashion sneakers; hikers, trail runners and
joggers; sandals, slides and other open-toe footwear; and dress casual shoes.
The Company continually seeks to increase the number of styles offered and the
breadth of categories with which the Skechers brand name is identified. This
style expansion and category diversification is balanced by the Company's strong
performance in its basic styles. The Company increased its styles offered from
approximately 600 for the year ended December 31, 1997

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<PAGE> 4

to approximately 900 for the year ended December 31, 1998. Management believes
that a substantial portion of the Company's gross sales were generated from
styles which management considers basic.

The Company's strategy in children's footwear is to adapt current fashion
from the Company's men's and women's lines by modifying designs and choosing
colors and materials that are more suitable to the playful image Skechers has
established in the children's footwear market. The Skechers children's line is
comprised primarily of shoes that are designed like their adult counterparts but
in "takedown" versions, so that the younger set can wear the same popular styles
as their older siblings and schoolmates. The playful image of Skechers
children's footwear is further enhanced by the Company's Skechers Lights line,
which features motion- and contact-activated lights in the outsole and other
areas of the shoes. During 1998, the Company's gross wholesale footwear sales
were derived 42.1% from men's, 42.2% from women's and 15.7% from children's
footwear. For the three months ended March 31, 1999, 38.0%, 45.1% and 16.9% of
gross sales at wholesale were derived from men's, women's and children's
footwear, respectively.

The Company was founded in 1992 as a distributor of Dr. Martens footwear.
The Company began designing and marketing men's footwear under the Skechers
brand name and other brand names including "Cross Colours," "Karl Kani" and
"So . . . L.A." in 1992. Shortly after launching these branded footwear lines,
the Company discontinued distributing Dr. Martens footwear. In 1995, the Company
began to shift its focus to the Skechers brand name by de-emphasizing the sale
of "Kani" branded products and discontinuing the sale of "Cross Colours" and
"So . . . L.A." branded footwear. In early 1996, the Company substantially
increased its product offerings in, and marketing focus on, its Skechers women's
and children's lines. The Company divested the "Karl Kani" license in August
1997. Substantially all of the Company's products are marketed under the
Skechers name.

The Company's operating strategies are intended to continue to
differentiate the Company from other participants in the footwear market and to
provide controlled, well managed growth. These strategies include: (i) offering
a breadth of innovative products, (ii) enhancing and broadening the Skechers
brand name, (iii) maximizing the strategic value of retail distribution, (iv)
controlling the growth of distribution channels and (v) leveraging the
experience of the management team and the infrastructure the Company has
established. During 1998, the Company produced over 900 different styles of
footwear in a broad array of men's, women's and children's designs in an effort
to diversify product risk and increase the potential market available to the
Company. In keeping with its strategy, the Company has implemented an extensive
marketing campaign to build the Skechers brand name and its association with
casual and lifestyle footwear in general, as opposed to any single category of
footwear. The Company uses its retail stores to strengthen its brand name image
and showcase the range of its product offerings as well as to liquidate
close-outs, odd sizes and excess inventory more effectively. Management has
implemented a strategy of controlling the growth of the distribution channels
through which the Company's products are sold in order to protect the Skechers
brand name, properly service customer accounts and better manage the growth of
its business. Management believes it has the experience and has established the
infrastructure of personnel, information systems and distribution capabilities
to manage this growth.

In an effort to increase net sales and earnings, the Company has also
developed five growth strategies. First, the Company plans to continue to expand
its product offerings by developing new styles in existing categories as well as
entering categories in which the Company does not currently produce styles.
Second, the Company intends to increase penetration of its existing account base
by (i) increasing the number of styles carried by existing accounts, (ii)
increasing sell-through at the retail level for its existing accounts through
increased marketing efforts and (iii) opening new locations with existing
accounts. Third, the Company plans to open at least five new retail locations in
the remainder of 1999. The Company also recently launched a mail-order catalog
and Internet website. Fourth, the Company plans to increase international sales
through distribution agreements with partners in countries in which the Company
does not currently have distribution. The Company is also exploring selling
directly to retailers in certain European countries in which the Company does
not currently have distribution and selectively opening flagship retail stores
internationally either on its own or through joint ventures. Fifth, the Company
is exploring licensing the Skechers brand name for certain accessories and
apparel in a manner and with such partners as management believes will increase
earnings and maintain the integrity of the Skechers brand name.

4
<PAGE> 5

THE OFFERING

<TABLE>
<S> <C>
Class A Common Stock offered by the
Company.................................... 7,000,000 shares
Common Stock to be outstanding after the
Offering:
Class A Common Stock(1)(2)(3).............. 7,000,000 shares
Class B Common Stock....................... 27,814,155 shares
Use of Proceeds.............................. Of the net proceeds, approximately $7.6
million will be used to fund the Final 1998
Distribution, approximately $2.8 million will
be used to fund the Final Tax Distribution
and approximately $21.0 million will be used
for the Final S Corporation Distribution. The
remainder of $38.2 million will be used to
repay indebtedness. See "Use of Proceeds."
New York Stock Exchange Symbol for the Class
A Common Stock............................. "SKX"
</TABLE>

- ---------------
(1) The holders of Class A Common Stock are entitled to one vote per share and
holders of Class B Common Stock are entitled to ten votes per share.

(2) Excludes options to acquire 1,390,715 shares of Class A Common Stock
outstanding as of March 31, 1999 at a per share exercise price of $2.78.
Options to purchase an aggregate of 1,142,907 shares of Class A Common Stock
are expected to be granted to certain employees and non-employee directors
of the Company on the effective date of this offering (the "Offering") at an
exercise price equal to the initial public offering price. See
"Management -- Stock Options."

(3) Does not include 1,050,000 shares of Class A Common Stock subject to a
30-day over-allotment option granted by the Greenberg Family Trust, of which
Robert Greenberg, Chief Executive Officer and Chairman of the Board of the
Company, is a trustee, together with his wife (the "Selling Stockholder").

------------------------

The Company's corporate headquarters are located at 228 Manhattan Beach
Boulevard, Manhattan Beach, California 90266, and its telephone number is (310)
318-3100.

Skechers, Street Cleat and Wompers are registered trademarks of the
Company. All other trademarks or tradenames referred to in this Prospectus are
the property of their respective owners.

------------------------

THE RECAPITALIZATION

Pursuant to a recapitalization (the "Recapitalization"), the Company
authorized two new classes of common stock, Class A Common Stock and Class B
Common Stock. The Class A Common Stock and the Class B Common Stock have
identical rights other than with respect to voting, conversion and transfer. The
Class A Common Stock is entitled to one vote per share while the Class B Common
Stock is entitled to ten votes per share on all matters submitted to a vote of
stockholders. The shares of Class B Common Stock are convertible at any time at
the option of the holder into shares of Class A Common Stock on a
share-for-share basis. In addition, shares of Class B Common Stock are
automatically converted into a like number of shares of Class A Common Stock
upon any transfer to any person or entity which is not a Permitted Transferee
(as defined in the Company's Certificate of Incorporation). After the Offering,
the Greenberg Family Trust will be the beneficial owner of 18,079,198 shares of
Class B Common Stock, which will represent 65.0% of the Company's issued and
outstanding Class B Common Stock. After the Offering, the holders of Class B
Common Stock will represent in the aggregate approximately 79.9% of the equity
and 97.5% of the

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<PAGE> 6

voting power of the Company. As a result of such ownership, Robert Greenberg and
his wife, as trustees of the Greenberg Family Trust, will be able to control the
vote on substantially all matters submitted to a vote of the Company's
stockholders, including the election of directors and the approval of
extraordinary corporate transactions. See "Description of Capital Stock."

------------------------

Except as otherwise specified, all information in this Prospectus (i)
assumes no exercise of the Underwriters' over-allotment option (see
"Underwriting"), (ii) excludes 5,215,154 shares of Class A Common Stock reserved
for issuance under the Company's 1998 Stock Option, Deferred Stock and
Restricted Stock Plan (the "Stock Option Plan") and 2,781,415 shares of Class A
Common Stock reserved for issuance under the Company's 1998 Employee Stock
Purchase Plan (the "1998 Purchase Plan") and (iii) gives effect to the
Recapitalization and to the reincorporation of the Company in Delaware, whereby
the existing California corporation was merged into a newly formed Delaware
corporation and pursuant to which each outstanding share of common stock of the
existing California corporation was exchanged for approximately 13,907 shares of
$.001 par value Class B Common Stock of the new Delaware corporation. Unless the
context indicates otherwise, all references herein to the Company refer to
Skechers U.S.A., Inc., its predecessor entity, and its wholly-owned subsidiary.

6
<PAGE> 7

SUMMARY FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
--------------------------------------------------- -----------------
1994 1995 1996 1997 1998 1998 1999
------- -------- -------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales............................ $90,755 $110,649 $115,410 $183,827 $372,680 $59,873 $95,736
Cost of sales........................ 61,579 78,692 81,199 115,104 218,100 37,390 59,038
------- -------- -------- -------- -------- ------- -------
Gross profit....................... 29,176 31,957 34,211 68,723 154,580 22,483 36,698
Royalty income, net.................. 1,012 1,843 1,592 894 855 132 49
------- -------- -------- -------- -------- ------- -------
30,188 33,800 35,803 69,617 155,435 22,615 36,747
Operating expenses................... 26,682 32,000 30,678 53,981 121,444 20,110 31,968
------- -------- -------- -------- -------- ------- -------
Earnings from operations........... 3,506 1,800 5,125 15,636 33,991 2,505 4,779
------- -------- -------- -------- -------- ------- -------
Other income (expense):
Interest........................... (2,461) (3,676) (3,231) (4,186) (8,631) (1,484) (1,754)
Other, net......................... 18 214 61 (37) (239) 64 482
------- -------- -------- -------- -------- ------- -------
(2,443) (3,462) (3,170) (4,223) (8,870) (1,420) (1,272)
Earnings (loss) before income taxes
and extraordinary credit......... 1,063 (1,662) 1,955 11,413 25,121 1,085 3,507
Net earnings (loss)................ 1,009 (1,222)(1) 1,910 11,023 24,471 1,052 3,429
PRO FORMA OPERATIONS DATA:(2)
Earnings (loss) before income taxes
and extraordinary credit......... $ 1,063 $ (1,662) $ 1,955 $ 11,413 $ 25,121 $ 1,085 $ 3,507
Income taxes (benefit)............. 425 (665) 782 4,565 10,048 434 1,403
------- -------- -------- -------- -------- ------- -------
Earnings (loss) before
extraordinary credit............. 638 (997) 1,173 6,848 15,073 651 2,104
Extraordinary credit, net.......... -- 270(1) -- -- -- -- --
------- -------- -------- -------- -------- ------- -------
Net earnings (loss)................ $ 638 $ (727) $ 1,173 $ 6,848 $ 15,073 $ 651 $ 2,104
======= ======== ======== ======== ======== ======= =======
Net earnings (loss) per share:(3)
Basic............................ $ .02 $ (.03) $ .04 $ .25 $ .54 $ .02 $ .08
Diluted.......................... $ .02 $ (.02) $ .04 $ .23 $ .49 $ .02 $ .07
Weighted average shares:(3)
Basic............................ 27,814 27,814 27,814 27,814 27,814 27,814 27,814
Diluted.......................... 29,614 29,614 29,614 29,614 30,610 30,480 30,318
</TABLE>

<TABLE>
<CAPTION>
AS OF MARCH 31, 1999
AS OF -------------------------------------------
DECEMBER 31, PRO FORMA
1998 ACTUAL PRO FORMA(4) AS ADJUSTED(4)(5)
------------ -------- ------------ -----------------
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital....................... $ 23,106 $ 26,349 $ 22,809 $ 51,679
Total assets.......................... 146,284 120,381 116,841 119,533
Total debt............................ 70,933 62,889 62,889 24,679
Stockholders' equity.................. 27,676 30,735 27,195 68,097
</TABLE>

- ---------------
(1) Includes an extraordinary gain of $443,000 net of state income taxes of
$7,000 ($270,000 on a pro forma basis, net of $180,000) resulting from the
acceleration of the repayment of a note.

(2) Reflects adjustments for Federal and state income taxes as if the Company
had been taxed as a C Corporation, at the assumed rate of 40.0%, rather than
as an S Corporation.

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<PAGE> 8

ended March 31, 1999 for the determination of shares outstanding for the three
month period ended March 31, 1999) and distributions paid or declared thereafter
until the consummation of the Offering over (ii) the S Corporation earnings in
the previous 12-month period (for the year ended December 31, 1998 and 15
months for the three months ended March 31, 1999), based on an initial
public offering price of $11.00 per share, net of underwriting discounts.
See "Capitalization" and "Management -- Stock Options." For further
information pertaining to the calculation of earnings per share, see Note 1
of Notes to Consolidated Financial Statements.

(4) Pro forma balance sheet data gives effect to a $3.5 million S Corporation
distribution made in April 1999 consisting of the first installment of
Federal income taxes payable on S Corporation earnings for 1998 (the "April
Tax Distribution"). See "Prior S Corporation Status" and "Certain
Transactions."

(5) Pro forma as adjusted balance sheet data reflects (i) an anticipated $7.6
million S Corporation distribution to be made with a portion of the proceeds
of the Offering consisting of the final installment of Federal income taxes
payable on S Corporation earnings for 1998 (the "Final 1998 Distribution"),
(ii) an estimated $2.8 million S Corporation distribution to be made with a
portion of the proceeds of the Offering consisting of income taxes payable
on S Corporation earnings from January 1, 1999 through the termination of
the Company's S Corporation status (the "Final Tax Distribution"), (iii) an
estimated $21.0 million S Corporation distribution to be made with a portion
of the proceeds of the Offering which is designed to constitute the
substantial portion of the Company's remaining undistributed accumulated S
Corporation earnings through the date of termination of the Company's S
Corporation status (the "Final S Corporation Distribution"), (iv) the
recording by the Company of $2.0 million of deferred tax assets as if the
Company had been a C Corporation since its inception, (v) the sale of the
Class A Common Stock offered by the Company hereby based upon an initial
public offering price of $11.00 per share and the anticipated application of
the net proceeds therefrom and (vi) the pay down of $26.4 million of the
revolving line of credit and $11.8 million under two term notes to a
stockholder. As of June 7, 1999, there was approximately $42.4 million
outstanding under the revolving line of credit. See "Use of Proceeds,"
"Prior S Corporation Status" and "Capitalization."

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<PAGE> 9

RISK FACTORS

An investment in the shares of Class A Common Stock offered hereby involves
a high degree of risk. Prospective investors should consider carefully the
following risk factors, in addition to the other information presented in this
Prospectus, before purchasing the shares of Class A Common Stock offered hereby.
This Prospectus, in addition to historical information, contains forward-
looking statements including, but not limited to, statements regarding the
Company's plans to increase the number of retail locations and styles of
footwear, the maintenance of customer accounts and expansion of business with
such accounts, the successful implementation of the Company's strategies, future
growth and growth rates and future increases in net sales, expenses, capital
expenditures and net earnings. Without limiting the foregoing, the words
"believes," "anticipates," "plans," "expects," "may," "will," "intends,"
"estimates" and similar expressions are intended to identify forward-looking
statements. These forward-looking statements involve risks and uncertainties,
and the Company's actual results could differ materially from the results
discussed in the forward-looking statements. Factors that could cause or
contribute to such differences include those discussed below, as well as those
discussed elsewhere in this Prospectus.

CHANGING CONSUMER DEMANDS AND FASHION TRENDS

The footwear industry is subject to rapidly changing consumer demands and
fashion trends. The Company believes that its success depends in large part upon
its ability to identify and interpret fashion trends and to anticipate and
respond to such trends in a timely manner. There can be no assurance that the
Company will be able to continue to meet changing consumer demands or to develop
successful styles in the future. Decisions with respect to product designs often
need to be made several months in advance of the time when consumer acceptance
can be determined. As a result, the Company's failure to anticipate, identify or
react appropriately to changes in styles and features could lead to, among other
things, lower sales, excess inventories, higher inventory markdowns, impairment
of the Company's brand image and lower Gross Margins as a result of allowances
and discounts provided to retailers. Conversely, the failure by the Company to
anticipate consumer demand could result in inventory shortages, which in turn
could adversely affect the timing of shipments to customers, negatively
impacting retailer and distributor relationships, and diminish brand loyalty. In
addition, even if the Company reacts appropriately to changes in consumer
preferences, consumers may identify the Company's brand image with an outmoded
fashion or the association of the brand may be limited to styles or categories
of footwear no longer in demand. There can be no assurance that the Company will
successfully adapt to changing consumer demands and fashion trends, and any such
failure to adapt could have a material adverse effect on the Company's business,
financial condition and results of operations. Because of these risks, a number
of companies in the footwear industry, and in the fashion and apparel industry,
have experienced periods, which can be over several years, of rapid growth in
revenues and earnings and thereafter periods of declining sales and losses which
in some cases have resulted in the companies ceasing to do business. Until
January 1992, several of the Company's executive officers and key employees were
employed by L.A. Gear, Inc. ("L.A. Gear"), an athletic and casual footwear and
apparel company, which experienced similar fluctuations. See "-- Ability to
Manage Growth," "Business -- Product Design and Development" and "Management."

The Company intends to market additional lines of footwear in the future
and, as is typical with new products, demand and market acceptance will be
subject to uncertainty. Failure to regularly develop and introduce new products
successfully could materially and adversely impact the Company's future growth
and profitability. Achieving market acceptance for new products may require
substantial marketing efforts. There can be no assurance that the Company's
marketing efforts will be successful or that the Company will have the funds
necessary to undertake sufficient efforts. See "Business -- Operating
Strategies," "-- Growth Strategies" and "-- Sales."

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<PAGE> 10

RISKS RELATING TO STYLE CONCENTRATION

If any one style or group of similar styles of the Company's footwear were
to represent a substantial portion of the Company's net sales, the Company could
be exposed to risk should consumer demand for such style or group of styles
decrease in subsequent periods. In the past, gross sales were adversely affected
by decreased consumer demand for a style of footwear that previously represented
a significant portion of the Company's sales. This style no longer represents a
significant portion of the Company's sales. The Company attempts to hedge this
risk by offering a broad range of products, and no style comprised over 5.0% of
the Company's gross wholesale sales, net of discounts, for either the year ended
December 31, 1998 or the three months ended March 31, 1999. There can be no
assurance that fluctuations in sales of any given style that represents a
significant portion of the Company's net sales will not recur in the future and
have a material adverse effect on the Company's business, financial condition
and results of operations. See "Business -- Footwear."

ABILITY TO MANAGE GROWTH

The Company has experienced rapid growth over the past three years and
remains vulnerable to a variety of business risks generally associated with
rapidly growing companies. The Company intends to continue to pursue an
aggressive growth strategy through expanded marketing and promotion efforts,
frequent introductions of products, broader lines of casual and performance
footwear, expansion of retail stores and increased international market
penetration, all of which may place a significant strain on the Company's
financial, management and other resources. The Company's future performance will
depend in part on its ability to manage change in both its domestic and
international operations and will require the Company to attract, train, manage
and retain management, sales, marketing and other key personnel. The Company's
ability to manage its growth effectively will require it to continue to improve
its operational and financial control systems, infrastructure and management
information systems. For example, in early 1998, the Company moved its
distribution center to a larger facility and currently intends to install a new
material handling system at its second distribution facility in mid-2000 at a
total cost of approximately $10.0 million. There can be no assurance that these
expansion efforts will be successfully completed or that they will not interfere
with existing operations. The inability of the Company's management to manage
growth effectively could have a material adverse effect on the Company's
business, financial condition and results of operations. See "Business -- Sales"
and "Management."

ABILITY TO SUSTAIN PRIOR RATE OF GROWTH OR INCREASE NET SALES OR EARNINGS

The Company has realized rapid growth since inception, increasing net sales
at a compound annual growth rate of 42.4% from $90.8 million in 1994 to $372.7
million in 1998. From 1997 to 1998, the Company experienced a 102.7% and 117.4%
increase in net sales and earnings from operations, respectively. In addition,
for the three months ended March 31, 1999, the Company experienced a 59.9% and
90.8% increase in net sales and earnings from operations, respectively, compared
to the comparable period from the prior year. In the future, the Company's rate
of growth will be dependent upon, among other things, the continued success of
its efforts to expand its footwear offerings and distribution channels. The
Company's profitability in any calendar quarter of any fiscal year depends upon,
among other things, the timing and level of advertising and trade show
expenditures and the timing and level of shipments of seasonal merchandise.
There can be no assurance that the Company's rate of growth will not decline or
that it will be profitable in any quarter of any succeeding fiscal year. In
addition, the Company may have more difficulty maintaining its prior rate of
growth to the extent it becomes larger. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Overview."

As part of its growth strategy, the Company seeks to further penetrate
existing retail accounts, open its own retail stores in selected locations and
increase its international operations, including in countries and territories
where the Company has little distribution experience and where the Company's
brand name is not yet well known. There can be no assurance that these and the

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<PAGE> 11

Company's other growth strategies will be successful. Success will depend on
various factors, including the strength of the Company's brand name, market
success of current and new products, competitive conditions, the ability of the
Company to manage increased net sales and stores and the availability of
desirable locations. The Company's business also depends on general economic
conditions and levels of consumer spending, which are currently high, and a
decline in the economy or a recession could adversely impact the Company's
business, financial condition and operating results since consumers often reduce
spending on footwear and apparel in such times. There can be no assurance that
the Company will be able to increase its sales to existing customers, open and
operate new retail stores or increase its international operations on a
profitable basis or that the Company's Operating Margins will improve, and there
can be no assurance that the Company's growth strategies will be successful or
that the Company's net sales or net earnings will increase as a result of the
implementation of such strategies. In addition, the Company has significantly
expanded its infrastructure and personnel to achieve economies of scale in
anticipation of continued increases in net sales. Because these expenses are
fixed, at least in the short term, operating results and margins would be
adversely impacted if the Company does not achieve anticipated continued growth.

RISKS ASSOCIATED WITH FOREIGN OPERATIONS

Substantially all of the Company's net sales for the year ended December
31, 1998 and the three months ended March 31, 1999 were derived from sales of
footwear manufactured for the Company outside of the United States. During such
periods, 95.5% and 93.6% of such manufactured products were produced in China,
respectively. Additionally, the Company intends to increase its international
sales efforts. Foreign manufacturing and sales are subject to a number of risks,
including work stoppages, transportation delays, changing economic conditions,
expropriation, political unrest, nationalization, the imposition of tariffs,
import and export controls and other nontariff barriers, exposure to different
legal standards (particularly with respect to intellectual property), burdens
with complying with a variety of foreign laws and changes in domestic and
foreign governmental policies, any of which could have a material adverse effect
on the Company's business, financial condition and results of operations. The
Company has not experienced material losses as a result of fluctuation in the
value of foreign currencies. The Company's net sales and cost of goods sold are
denominated in U.S. Dollars; consequently, the Company does not engage in
currency hedging. Nevertheless, currency fluctuations could adversely affect the
Company in the future. Also, the Company may be subjected to additional duties,
significant monetary penalties, the seizure and the forfeiture of the products
the Company is attempting to import or the loss of its import privileges if the
Company or its suppliers are found to be in violation of U.S. laws and
regulations applicable to the importation of the Company's products. Such
violations may include (i) inadequate record keeping of its imported products,
(ii) misstatements or errors as to the origin, quota category, classification,
marketing or valuation of its imported products, (iii) fraudulent visas or (iv)
labor violations under U.S. or foreign laws. There can be no assurance that the
Company will not incur significant penalties (monetary or otherwise) if the
United States Customs Service determines that these laws or regulations have
been violated or that the Company failed to exercise reasonable care in its
obligations to comply with these laws or regulations on an informed basis. Such
factors could render the conduct of business in a particular country undesirable
or impractical, which could have a material adverse effect on the Company's
business, financial condition and results of operations. The Company continues
to monitor the political and economic stability of the Asian countries with
which it conducts business. A substantial portion of the Company's footwear is
manufactured in China. China currently enjoys "normal trade relations" status
under United States tariff laws, which provides a favorable category of United
States import duties. As a result of continuing concerns in the United States
Congress regarding China's human rights policies, disputes regarding Chinese
trade policies, including the country's inadequate protection of United States
intellectual property rights, and current relations with China regarding weapons
information there has been, and may be in the future, opposition to the
extension of "normal trade relations"

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status for China. By the end of July 1999, Congress will decide whether to
extend "normal trade relations" for another year. The loss of "normal trade
relations" status for China would result in a substantial increase in the import
duty of goods manufactured in China and imported into the United States and
would result in increased costs for the Company. Such increases in import duties
and costs could have a material adverse effect on the Company's business,
financial condition and results of operations.

Although the footwear sold by the Company is not currently subject to
quotas in the United States, certain countries in which the Company's products
are sold are subject to certain quotas and restrictions on foreign products
which to date have not had a material adverse effect on the Company's business,
financial condition and results of operations. However, such countries may alter
or modify such quotas or restrictions. Countries in which the Company's products
are manufactured may, from time to time, impose new or adjust quotas or other
restrictions on exported products, and the United States may impose new duties,
tariffs and other restrictions on imported products, any of which could have a
material adverse effect on the Company's business, financial condition and
results of operations and its ability to import products at the Company's
current or increased quantity levels. Other restrictions on the importation of
the Company's products are periodically considered by the U.S. Congress, and
there can be no assurance that tariffs or duties on the Company's products may
not be raised, resulting in higher costs to the Company, or that import quotas
with respect to such products may not be imposed or made more restrictive.

DEPENDENCE ON CONTRACT MANUFACTURERS

The Company's footwear products are currently manufactured by independent
contract manufacturers. For the year ended December 31, 1998 and the three
months ended March 31, 1999, the top four manufacturers of the Company's
manufactured products accounted for 15.4%, 14.2%, 12.1% and 10.4% of total
purchases and 15.8%, 14.0%, 13.2% and 10.0% of total purchases, respectively.
Other than the foregoing, no one manufacturer accounted for 10.0% or more of the
Company's total purchases for either period. The Company has no long-term
contracts with its manufacturers and competes with other footwear companies for
production facilities. Although the Company has established close working
relationships with its principal manufacturers, the Company's future success
will depend, in large part, on maintaining such relationships and developing new
relationships. There can be no assurance that the Company will not experience
difficulties with such manufacturers, including reduction in the availability of
production capacity, failure to meet the Company's quality control standards,
failure to meet production deadlines or increase in manufacturing costs. This
could result in cancellation of orders, refusal to accept deliveries or a
reduction in purchase prices, any of which could have a material adverse effect
on the Company's business, financial condition and results of operations. In the
event that the Company's current manufacturers were for any reason to cease
doing business with the Company, the Company could experience an interruption in
the manufacture of its products, which could have a material adverse effect on
the Company's business, financial condition and results of operations. Although
the Company believes that it could find alternative sources to manufacture its
products within 90 to 120 days after the date of disruption, establishment of
new manufacturing relationships involves various uncertainties, including
payment terms, costs of manufacturing, adequacy of manufacturing capacity,
quality control and timeliness of delivery. The Company cannot predict whether
it will be able to establish new manufacturing relationships, either in the
countries in which it currently does business or in other countries in which it
does not currently do business, that will be as favorable as those that now
exist. Any significant delay in manufacture of the Company's footwear products
or the inability to provide products consistent with the Company's standards,
would have a material adverse effect on the Company's business, financial
condition and results of operations. See "Business -- Sourcing."

The Company requires its independent contract manufacturers to operate in
compliance with applicable laws and regulations. The Company requires its
manufacturers to certify that neither convict, forced, indentured labor (as
defined under U.S. law) nor child labor (as defined by the

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manufacturer's country) was used in the production process, that compensation
will be paid in accordance with local law and that the factory is in compliance
with local safety regulations. Although the Company's operating guidelines
promote ethical business practices and the Company's sourcing personnel
periodically visit and monitor the operations of its independent contract
manufacturers, the Company does not control these vendors or their labor
practices. The violation of labor or other laws by an independent contract
manufacturer of the Company, or the divergence of an independent contract
manufacturer's labor practices from those generally accepted as ethical in the
United States, could result in adverse publicity for the Company and could have
a material adverse effect on the Company's business, financial condition and
results of operations.

DEPENDENCE ON KEY CUSTOMERS AND SALES REPRESENTATIVES

During the year ended December 31, 1998 and the three months ended March
31, 1999, the Company's net sales to its five largest customers accounted for
approximately 34.8% and 25.3% of total net sales, respectively. For the year
ended December 31, 1998, The Venator Group represented 11.8% of the Company's
net sales. Other than the foregoing, no one customer accounted for 10.0% or more
of net sales for either period. Although the Company has long-term relationships
with many of its customers, none of its customers has any contractual
obligations to purchase the Company's products. There can be no assurance that
the Company will be able to retain its existing major customers. In addition,
the retail industry has periodically experienced consolidation, contractions and
closings and any future consolidation, contractions or closings may result in
loss of customers or uncollectability of accounts receivables of any major
customer in excess of amounts insured by the Company. For example, in late 1998.
The Venator Group announced the closure of its Kinney and Footquarters shoe
stores and, in early 1999, Edison Brothers closed its Wild Pair shoe stores.

As of December 31, 1998 and March 31, 1999, Famous Footwear represented
12.6% and 10.0% of trade receivables, respectively. Other than the foregoing, no
one customer accounted for 10.0% or more of trade receivables for either period.
The loss of or significant decrease in sales to any one of the Company's major
customers or uncollectability of any accounts receivable of any major customer
in excess of amounts insured could have a material adverse effect on its
business, financial condition and results of operations. See
"Business -- Sales."

In addition, for the year ended December 31, 1998 and the three months
ended March 31, 1999, the top five salespersons accounted for 39.8% and 28.8% of
the Company's net sales, respectively. One of these salespersons generated 17.9%
of the Company's net sales for the year ended December 31, 1998 and 10.7% for
the three months ended March 31, 1999. Other than the foregoing, no salesperson
accounted for 10.0% or more of net sales for either period. The Company has
entered into employment agreements with each of its salespersons. Although each
salesperson has agreed under these agreements to keep certain information of the
Company confidential, these salespersons are not subject to non-competition
agreements with the Company. The loss of any of such salespersons may result in
the disruption of service to such customers serviced by such salespersons, which
could have a material adverse effect on the Company's business, financial
condition and results of operations.

SEASONALITY; QUARTERLY FLUCTUATIONS

Sales of footwear products are somewhat seasonal in nature with the
strongest sales generally occurring in the third and fourth quarters. In 1996
and 1997, 34.0% and 34.0% of net sales, respectively, and 94.7% and 52.5% of
earnings from operations, respectively, were generated in the third quarter and
28.2% and 33.2% of net sales, respectively, and 56.1% and 35.1% of earnings from
operations, respectively, were generated in the fourth quarter. However, in
1998, 38.4% of net sales and 72.0% of earnings from operations were generated in
the third quarter and 22.0% of net sales and a loss from operations were
generated in the fourth quarter. The Company's net sales in the fourth quarter
of 1998 were adversely affected by the overall weakness in the retail footwear
market. Also, operating expenses for the fourth quarter of 1998 were impacted by
certain discretionary

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expenses of approximately $3.2 million and by significantly higher marketing
expenses as a percentage of net sales than the Company typically incurs. The
Company has experienced and expects to continue to experience variability in its
net sales, operating results and net earnings on a quarterly basis. The
Company's domestic customers generally assume responsibility for scheduling
pickup and delivery of purchased products. Any delay in scheduling or pickup
which is beyond the Company's control, could materially negatively impact the
Company's net sales and results of operations for any given quarter. The Company
believes the factors which influence this variability include (i) the timing of
the Company's introduction of new footwear products, (ii) the level of consumer
acceptance of new and existing products, (iii) general economic and industry
conditions that affect consumer spending and retail purchasing, (iv) the timing
of the placement, cancellation or pickup of customer orders, (v) increases in
the number of employees and overhead to support growth, (vi) the timing of
expenditures in anticipation of increased sales and customer delivery
requirements, (vii) the number and timing of new Company retail store openings
and (viii) actions by competitors. Due to these and other factors, the results
for any particular quarter are not necessarily indicative of results for the
full year. This cyclicality and any related fluctuation in consumer demand could
have a material adverse effect on the Company's business, financial condition
and results of operations. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Quarterly Results and
Seasonality" and "Business -- Sales."

EXPOSURE TO FLUCTUATIONS IN ECONOMIC CONDITIONS

The footwear industry in general is dependent on the economic environment
and levels of consumer spending which affect not only the ultimate consumer, but
also retailers, the Company's primary direct customers. Purchases of footwear
tend to decline in periods of recession or uncertainty regarding future economic
prospects, when consumer spending, particularly on discretionary items,
declines. As a result, the Company's operating results may be adversely affected
by downward trends in the economy or the occurrence of events that adversely
affect the economy in general. See "Business -- Industry Overview."

INTENSE COMPETITION IN THE FOOTWEAR INDUSTRY

Competition in the footwear industry is intense. Although the Company
believes that it does not compete directly with any single company with respect
to its entire range of products, the Company's products compete with other
branded products within their product category as well as with private label
products sold by retailers, including some of the Company's customers. The
Company's utility footwear and casual shoes compete with footwear offered by
companies such as The Timberland Company, Dr. Martens, Kenneth Cole Productions,
Steven Madden, Ltd. and Wolverine World Wide, Inc. The Company's athletic shoes
compete with brands of athletic footwear offered by companies such as Nike,
Inc., Reebok International Ltd., adidas-Salomon AG and New Balance. The
Company's children's shoes compete with brands of children's footwear offered by
companies such as The Stride Rite Corporation. In varying degrees, depending on
the product category involved, the Company competes on the basis of style,
price, quality, comfort and brand name prestige and recognition, among other
considerations. These and other competitors pose challenges to the Company's
market share in its major domestic markets and may make it more difficult to
establish the Company in Europe, Asia and other international regions. The
Company also competes with numerous manufacturers, importers and distributors of
footwear for the limited shelf space available for the display of such products
to the consumer. Moreover, the general availability of contract manufacturing
capacity allows ease of access by new market entrants. Many of the Company's
competitors are larger, have achieved greater recognition for their brand names,
have captured greater market share and/or have substantially greater financial,
distribution, marketing and other resources than the Company. There can be no
assurance that the Company will be able to compete successfully against present
or future competitors or that competitive pressures faced by the Company will
not have a material adverse effect on the Company's business, financial
condition and results of operations. See "Business -- Competition."

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RISKS RELATING TO ADVANCE PURCHASES OF PRODUCTS

To minimize purchasing costs, the time necessary to fill customer orders
and the risk of non-delivery, the Company places orders for certain of its
products with its manufacturers prior to the time the Company has received all
of its customers' orders and maintains an inventory of certain products that it
anticipates will be in greater demand. There can be no assurance, however, that
the Company will be able to sell the products it has ordered from manufacturers
or that it has in its inventory. Inventory levels in excess of customer demand
may result in inventory write-downs and the sale of excess inventory at
discounted prices could significantly impair the Company's brand image and could
have a material adverse effect on the Company's business, financial condition
and results of operations. As of March 31, 1999, the Company had approximately
$78.9 million of open purchase orders with its manufacturers and $44.3 million
of inventory relating to order backlog of $136.5 million.

ADDITIONAL CAPITAL REQUIREMENTS

The Company expects that anticipated cash flow from operations, available
borrowings under the Company's revolving line of credit, after the repayment of
indebtedness described under "Use of Proceeds," cash on hand and its financing
arrangements will be sufficient to provide the Company with the liquidity
necessary to fund its anticipated working capital and capital requirements
through fiscal 2000. However, in connection with its growth strategy, the
Company will incur significant working capital requirements and capital
expenditures. The Company's future capital requirements will depend on many
factors, including, but not limited to, the levels at which the Company
maintains inventory, the market acceptance of the Company's footwear, the levels
of promotion and advertising required to promote its footwear, the extent to
which the Company invests in new product design and improvements to its existing
product design and the number and timing of new store openings. To the extent
that available funds are insufficient to fund the Company's future activities,
the Company may need to raise additional funds through public or private
financing. No assurance can be given that additional financing will be available
or that, if available, it can be obtained on terms favorable to the Company.
Failure to obtain such financing could delay or prevent the Company's planned
expansion, which could adversely affect the Company's business, financial
condition and results of operations. In addition, if additional capital is
raised through the sale of additional equity or convertible securities, dilution
to the Company's stockholders could occur. See "Use of Proceeds" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

ABILITY TO PROTECT INTELLECTUAL PROPERTY RIGHTS

The Company relies on trademark, copyright and trade secret protection,
patents, non-disclosure agreements and licensing arrangements to establish,
protect and enforce intellectual property rights in its products. In particular,
the Company believes that its future success will depend in significant part on
the Company's ability to maintain and protect the Skechers trademark. The
Company vigorously defends its trademarks against infringement. Despite the
Company's efforts to safeguard and maintain its intellectual property rights,
there can be no assurance that the Company will be successful in this regard.
There can be no assurance that third parties will not assert intellectual
property claims against the Company in the future. Furthermore, there can be no
assurance that the Company's trademarks, products and promotional materials do
not or will not violate the intellectual property rights of others, that its
intellectual property would be upheld if challenged, or that the Company would,
in such an event, not be prevented from using its trademarks and other
intellectual property. Such claims, if proved, could materially and adversely
affect the Company's business, financial condition and results of operations. In
addition, although any such claims may ultimately prove to be without merit, the
necessary management attention to and legal costs associated with litigation or
other resolution of future claims concerning trademarks and other intellectual
property rights, could materially and adversely affect the Company's business,

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<PAGE> 16

financial condition and results of operations. The Company has sued and has been
sued by third parties in connection with certain matters regarding its
trademarks, none of which has materially impaired the Company's ability to
utilize its trademarks.

The laws of certain foreign countries do not protect intellectual property
rights to the same extent or in the same manner as do the laws of the United
States. Although the Company continues to implement protective measures and
intends to defend its intellectual property rights vigorously, there can be no
assurance that these efforts will be successful or that the costs associated
with protecting its rights in certain jurisdictions will not be prohibitive.

From time to time, the Company discovers products in the marketplace that
are counterfeit reproductions of the Company's products or that otherwise
infringe upon intellectual property rights held by the Company. There can be no
assurance that actions taken by the Company to establish and protect its
intellectual property rights will be adequate to prevent imitation of its
products by others or to prevent others from seeking to block sales of the
Company's products as violating intellectual property rights. If the Company is
unsuccessful in challenging a third party's products on the basis of
infringement of its intellectual property rights, continued sales of such
product by that or any other third party could adversely impact the Skechers
trademark, result in the shift of consumer preferences away from the Company and
generally have a material adverse effect on the Company's business, financial
condition and results of operations. See "Business -- Intellectual Property
Rights."

DEPENDENCE ON KEY PERSONNEL

The Company's success depends to a large extent upon the expertise and
continuing contributions of Robert Greenberg, Chairman of the Board and Chief
Executive Officer, Michael Greenberg, President, and David Weinberg, Executive
Vice President and Chief Financial Officer. Upon the consummation of the
Offering, each of these officers will enter into three-year employment contracts
with the Company. These agreements will not have non-competition provisions upon
termination of employment. See "Management -- Executive
Compensation -- Employment Agreements." The loss of the services of any of these
individuals or any other key employee could have a material adverse effect on
the Company's business, financial condition and results of operations. The
Company's future success also depends on its ability to identify, attract and
retain additional qualified personnel. The competition for such employees is
intense, and there can be no assurance that the Company will be successful in
identifying, attracting and retaining such personnel. The Company maintains $5.0
million of "key man" life insurance on the life of Robert Greenberg. The loss of
key employees or the inability to hire or retain qualified personnel in the
future could have a material adverse effect on the Company's business, financial
condition and results of operations. See "Management -- Directors, Executive
Officers and Key Employees."

CONTROL OF THE COMPANY BY PRINCIPAL STOCKHOLDER; DISPARATE VOTING RIGHTS

After the Offering, Robert Greenberg, Chairman of the Board and Chief
Executive Officer, will beneficially own 65.0% of the outstanding Class B Common
Stock of the Company (or approximately 63.6% of the outstanding Class B Common
Stock if the Underwriters' over-allotment option is exercised in full). The
holders of Class A Common Stock and Class B Common Stock have identical rights
except that holders of Class A Common Stock are entitled to one vote per share
while holders of Class B Common Stock are entitled to ten votes per share on all
matters submitted to a vote of the stockholders. As a result, Mr. Greenberg will
hold approximately 63.4% of the aggregate number of votes eligible to be cast by
the Company's stockholders (or approximately 61.8% if the Underwriters'
over-allotment option is exercised in full). Therefore, Mr. Greenberg will be
able to control substantially all matters requiring approval by the stockholders
of the Company, including the election of directors and the approval of mergers
or other business combination transactions, and will also have control over the
management and affairs of the Company. As a result of such control, certain
transactions may not be possible without the approval of Mr. Greenberg,
including proxy

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<PAGE> 17

contests, tender offers, open market purchase programs or other transactions
that could give stockholders of the Company the opportunity to realize a premium
over the then-prevailing market prices for their shares of Class A Common Stock.
The differential in the voting rights could adversely affect the value of the
Class A Common Stock to the extent that investors or any potential future
purchaser of the Company view the superior voting rights of the Class B Common
Stock to have value. See "Management," "Principal Stockholders" and "Description
of Capital Stock."

ANTI-TAKEOVER PROVISIONS

The Company is subject to the anti-takeover provisions of Section 203 of
the Delaware General Corporation Law ("DGCL"). In general, Section 203 prevents
an "interested stockholder" (defined generally as a person owning more than
15.0% or more of the Company's outstanding voting stock) from engaging in a
"business combination" with the Company for three years following the date that
person became an interested stockholder unless the business combination is
approved in a prescribed manner. This statute could make it more difficult for a
third party to acquire control of the Company. See "Description of Capital
Stock -- Section 203 of the Delaware General Corporation Law."

The Board of Directors has the authority to issue up to 10,000,000 shares
of Preferred Stock and to determine the rights, preferences, privileges and
restrictions of such shares without any further vote or action by the
stockholders. Although at present the Company has no plans to issue any shares
of Preferred Stock, Preferred Stock could be issued with voting, liquidation,
dividend and other rights superior to the rights of the Common Stock. The
issuance of Preferred Stock under certain circumstances could have the effect of
delaying or preventing a change in control of the Company. See "Description of
Capital Stock."

Mr. Greenberg's substantial beneficial ownership position, together with
the authorization of Preferred Stock, the disparate voting rights between the
Class A and Class B Common Stock, the classification of the Board of Directors
and the lack of cumulative voting in the Company's Certificate of Incorporation
and Bylaws, may have the effect of delaying, deferring or preventing a change in
control of the Company, may discourage bids for the Company's Class A Common
Stock at a premium over the market price of the Class A Common Stock and may
adversely affect the market price of the Class A Common Stock. See "Principal
Stockholders" and "Description of Capital Stock."

NO ASSURANCE OF ACTIVE TRADING MARKET FOR CLASS A COMMON STOCK AND POSSIBLE
VOLATILITY OF STOCK PRICE

Prior to the Offering, there has been no public market for the Company's
Class A Common Stock. Although the Company has been authorized to list the Class
A Common Stock on the New York Stock Exchange, there can be no assurance that an
active public trading market for the Class A Common Stock will develop after the
Offering or that, if developed, it will be sustained. The public offering price
of the Class A Common Stock offered hereby has been determined by negotiations
between the Company, the Selling Stockholder and the Representatives of the
Underwriters and may not be indicative of the price at which the Class A Common
Stock will trade after the Offering. Consequently, there can be no assurance
that the market price for the Class A Common Stock will not fall below the
initial public offering price. The market price for shares of the Class A Common
Stock may be volatile and may fluctuate based upon a number of factors,
including, without limitation, business performance, news announcements,
quarterly fluctuations in the Company's financial results, changes in earnings
estimates or recommendations by analysts or changes in general economic and
market conditions. See "Underwriting."

SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS

The sales of substantial amounts of the Company's Class A Common Stock in
the public market or the prospect of such sales could materially and adversely
affect the market price of the Class A Common Stock. Upon completion of the
Offering, the Company will have outstanding
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<PAGE> 18

7,000,000 shares of Class A Common Stock. In addition, the Company will have
outstanding 27,814,155 shares of Class B Common Stock, all of which will be
convertible into Class A Common Stock on a share-for-share basis at the election
of the holder or upon transfer or disposition to persons who are not Permitted
Transferees (as defined in the Company's Certificate of Incorporation). The
7,000,000 shares of Class A Common Stock offered hereby will be immediately
eligible for sale in the public market without restriction beginning on the date
of this Prospectus. The 27,814,155 shares of Class B Common Stock are restricted
in nature and are saleable pursuant to Rule 144 under the Securities Act of
1933, as amended (the "Securities Act"). All executive officers, directors,
stockholders and optionholders of the Company (including the Selling
Stockholder) have agreed that they will not, without the prior written consent
of BT Alex. Brown Incorporated on behalf of the Underwriters (which consent may
be withheld in its sole discretion) and subject to certain limited exceptions,
offer, pledge, sell, contract to sell, sell any option or contract to purchase,
sell short, purchase any option or contract to sell, grant any option, right or
warrant to purchase, lend, or otherwise transfer or dispose of, directly or
indirectly, any shares of Common Stock, or any securities convertible into or
exercisable or exchangeable for Common Stock, or enter into any swap or similar
agreement that transfers in whole or in part, any of the economic consequences
of ownership of the Common Stock, for a period commencing on the date of this
Prospectus and continuing to a date 180 days after such date; provided, however,
that such restrictions do not apply to shares of Class A Common Stock sold or
purchased in the Offering or to shares of Class A Common Stock purchased in the
open market following the Offering. BT Alex. Brown Incorporated, on behalf of
the Underwriters, may, in its sole discretion and at any time without notice,
release all or any portion of the securities subject to these lock-up
agreements. Upon consummation of the Offering, Robert Greenberg, Chairman of the
Board and Chief Executive Officer, and Michael Greenberg, President, will
beneficially own an aggregate of 20,860,613 shares of Class B Common Stock for
which they have received certain registration rights to sell such shares of
Class A Common Stock issuable upon conversion of their shares of Class B Common
Stock in the public market. The Company also intends to register under the
Securities Act shares of Class A Common Stock reserved for issuance pursuant to
the Stock Option Plan and the 1998 Purchase Plan. See "Shares Eligible for
Future Sale" and "Underwriting."

YEAR 2000 COMPLIANCE

The Company is assessing the internal readiness of its computer systems for
handling the year 2000 ("Y2K") issue. Although the Company is not aware of any
material operational issues associated with preparing its internal systems for
the Y2K, there can be no assurance that there will not be a delay in the
implementation of the necessary systems and changes to address the Y2K issues.
The Company's inability to implement such systems and changes in a timely manner
could have a material adverse effect on the Company's business, financial
condition and results of operations. Furthermore, even if the internal systems
of the Company are not materially affected by the Y2K issue, the Company could
be affected by disruptions in the operation of the enterprises with which the
Company interacts. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Year 2000 Compliance."

IMMEDIATE AND SUBSTANTIAL DILUTION

The initial public offering price is substantially higher than the book
value per outstanding share of the Class A Common Stock. Purchasers of the Class
A Common Stock will experience immediate and substantial dilution in net
tangible book value of $9.12 per share based upon an initial public offering
price of $11.00 per share. Moreover, to the extent outstanding options to
purchase Class A Common Stock are exercised in the future, there will be further
dilution. See "Dilution."

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USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of the
7,000,000 shares of Class A Common Stock offered by the Company (after deducting
the underwriting discounts and commissions and estimated Offering expenses
payable by the Company) are estimated to be $69.6 million. The Company intends
to apply the net proceeds from the Offering (i) to repay a $10.0 million
subordinated note (the "Subordinated Note") and a $1.8 million unsubordinated
note (the "Unsubordinated Note"), each owing to the Greenberg Family Trust, (ii)
to make the Final 1998 Distribution, which consists of the final installment of
Federal income taxes payable on S Corporation earnings for 1998 and is
anticipated to be $7.6 million, (iii) to make the Final Tax Distribution, which
consists of income taxes payable on S Corporation earnings from January 1, 1999
through the date of termination of the Company's S Corporation status and is
anticipated to be $2.8 million, (iv) to make the Final S Corporation
Distribution, which is designed to constitute the substantial portion of the
Company's remaining undistributed accumulated S Corporation earnings through the
date of termination of the Company's S Corporation status and is anticipated to
be $21.0 million and (v) to pay down $26.4 million of indebtedness owed under
its revolving line of credit (which had an outstanding balance of $42.4 million
as of June 7, 1999).

The revolving line of credit to be partially repaid is part of a credit
facility provided by Heller Financial, Inc. The revolving line of credit
provides for borrowings of up to $120.0 million and bears interest at the
Company's option at either the prime rate (7.75% at March 31, 1999) plus 25
basis points or at Libor (5.06% at March 31, 1999) plus 2.75%. Approximately
$42.4 million was outstanding under the revolving line of credit as of June 7,
1999. By repaying approximately $26.4 million of this indebtedness, the Company
expects to have additional flexibility and liquidity to pursue its growth
strategies. The Subordinated Note and Unsubordinated Note each bear interest at
the prime rate (7.75% at March 31, 1999) and are due on demand. The Greenberg
Family Trust has agreed not to call the Subordinated Note prior to April 2000.
The proceeds from the issuance of these notes were used to repay a term note in
the principal amount of $13.3 million owed to Heller Financial, Inc. See
"Certain Transactions."

The Company will not receive any proceeds from the sale of shares of Class
A Common Stock by the Selling Stockholder.

PRIOR S CORPORATION STATUS

In May 1992, the Company elected to be treated for Federal and state income
tax purposes as an S Corporation under Subchapter S of the Internal Revenue Code
of 1986, as amended (the "Code"), and comparable state laws. As a result,
earnings of the Company, since such initial election, have been included in the
taxable income of the Company's stockholders for Federal and state income tax
purposes, and the Company has not been subject to income tax on such earnings,
other than franchise and net worth taxes. Prior to the closing of the Offering,
the Company will terminate its S Corporation status, and the Company will be
treated for Federal and state income tax purposes as a corporation under
Subchapter C of the Code and, as a result, will become subject to state and
Federal income taxes.

By reason of the Company's treatment as an S Corporation for Federal and
state income tax purposes, the Company, since inception, has provided to its
stockholders funds for the payment of income taxes on the earnings of the
Company. The Company declared distributions consisting of amounts attributable
to payment of such taxes of $112,000, $3.2 million and $7.9 million in 1996,
1997 and 1998, respectively. In January 1999, the Company made a $370,000 S
Corporation distribution, $350,000 of which consisted of assets related to the
"Cross Colours" trademark and approximately $20,000 of which was paid in cash
(the "January 1999 Distribution"). See "Certain Transactions." In April 1999,
the Company made the first installment of Federal income taxes payable on S
Corporation earnings for 1998 (the "April Tax Distribution"). Also, the Company
will use a portion of the proceeds of the Offering to make the final installment
of Federal income taxes

19
<PAGE> 20

payable on S Corporation earnings for 1998 (the "Final 1998 Distribution"). The
amount of the April Tax Distribution was $3.5 million and the amount of the
Final 1998 Distribution is estimated to be approximately $7.6 million.

Upon the termination of the Company's S Corporation status, the Company
will declare (i) the Final Tax Distribution consisting of income taxes payable
on S Corporation earnings from January 1, 1999 through the date of termination
of the Company's S Corporation status, and (ii) the Final S Corporation
Distribution in an amount designed to constitute the substantial portion of the
Company's remaining undistributed accumulated S Corporation earnings through the
date of termination of the Company's S Corporation status. The Company estimates
that the amount of the Final Tax Distribution will be approximately $2.8 million
(the "Final Tax Distribution") and the amount of the Final S Corporation
Distribution will be approximately $21.0 million (the "Final S Corporation
Distribution"); such amounts will be paid with a portion of the net proceeds of
the Offering. See "Use of Proceeds." Purchasers of shares of Class A Common
Stock in the Offering will not receive any portion of the Final 1998
Distribution, the Final Tax Distribution or the Final S Corporation
Distribution. On and after the date of such termination, the Company will no
longer be treated as an S Corporation and, accordingly, will be fully subject to
Federal and state income taxes. All pro forma income taxes reflect adjustments
for Federal and state income taxes as if the Company had been taxed as a C
Corporation rather than an S Corporation.

In connection with the Offering and the termination of the Company's S
Corporation tax status, the Company will enter into a tax indemnification
agreement with each of its stockholders. The agreement will provide that the
Company will indemnify and hold harmless each of the stockholders for Federal,
state, local or foreign income tax liabilities, and costs relating thereto,
resulting from any adjustment to the Company's taxable income that is the result
of an increase in or change in character of, the Company's income during the
period it was treated as an S Corporation up to the Company's tax savings in
connection with such adjustments. The agreement will also provide that if there
is a determination that the Company was not an S Corporation prior to the
Offering, the stockholders will indemnify the Company for the additional tax
liability arising as a result of such determination. The stockholders will also
indemnify the Company for any increase in the Company's tax liability to the
extent such increase results in a related decrease in the stockholders' tax
liability.

DIVIDEND POLICY

The Company anticipates that the Final 1998 Distribution, to be paid with a
portion of the net proceeds of the Offering to the Company, and after the
payment of the Final Tax Distribution and the Final S Corporation Distribution
in connection with the termination of the S Corporation status of the Company,
all earnings will be retained for the foreseeable future for use in the
operations of the business. Purchasers of shares of Class A Common Stock in the
Offering will not receive any portion of the Final 1998 Distribution, the Final
Tax Distribution or the Final S Corporation Distribution. Any future
determination as to the declaration or payment of dividends will be at the
discretion of the Company's Board of Directors and will depend upon the
Company's results of operations, financial condition, contractual restrictions
and other factors deemed relevant by the Board of Directors. The Company's
credit facility prohibits the payment of dividends by the Company if the Company
is in default of any provisions of the credit facility. For certain information
regarding S Corporation distributions declared by the Company in 1996, 1997 and
1998 and the January 1999 Distribution, the April Tax Distribution, the Final
1998 Distribution, the Final Tax Distribution and the Final S Corporation
Distribution, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources."

20
<PAGE> 21

CAPITALIZATION

The following table sets forth the capitalization of the Company after
giving effect to the Recapitalization (i) on an actual basis as of March 31,
1999 (when the Company was an S Corporation), (ii) on a pro forma basis to
reflect the April Tax Distribution of $3.5 million and (iii) on a pro forma
basis as adjusted to reflect (A) the Final 1998 Distribution, estimated to be
$7.6 million, the Final Tax Distribution, estimated to be $2.8 million, and the
Final S Corporation Distribution, estimated to be $21.0 million, to be made in
connection with the termination of the Company's S Corporation status (see
"Prior S Corporation Status"), (B) the recording by the Company of $2.0 million
of deferred tax assets as if the Company were treated as a C Corporation since
its inception, (C) the issuance and sale of the shares of Class A Common Stock
offered by the Company at an initial public offering price of $11.00 per share,
after deducting the underwriting discounts and commissions and estimated
Offering expenses payable by the Company, and the anticipated application of the
estimated net proceeds therefrom, and (D) the pay down of approximately $26.4
million of the revolving line of credit and $11.8 million under two term notes
to a stockholder. This table should be read in conjunction with the Consolidated
Financial Statements and the Notes thereto included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
AS OF MARCH 31, 1999
--------------------------------------
PRO FORMA,
ACTUAL PRO FORMA AS ADJUSTED(1)
------- --------- --------------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C>
Short-term debt(2).................................... $49,396 $49,396 $21,186
======= ======= =======
Long-term debt:
Notes payable to stockholder........................ $10,000 $10,000 $ --
Other long-term debt................................ 3,493 3,493 3,493
Stockholders' equity:
Preferred Stock, $.001 par value; 10,000,000 shares
authorized; none issued and outstanding actual,
pro forma and pro forma as adjusted.............. -- -- --
Class A Common Stock, $.001 par value; 100,000,000
shares authorized; none issued and outstanding
actual and pro forma; 7,000,000 shares issued and
outstanding pro forma as adjusted(3)............. -- -- 7
Class B Common Stock, $.001 par value; 60,000,000
shares authorized; 27,814,155 shares issued and
outstanding, actual and pro forma as adjusted.... 2 2 28
Additional paid-in capital(4)....................... -- -- 70,237
Retained earnings (accumulated deficit)............. 30,733 27,193 (2,175)
------- ------- -------
Total stockholders' equity.................. 30,735 27,195 68,097
------- ------- -------
Total capitalization........................ $44,228 $40,688 $71,590
======= ======= =======
</TABLE>

- ---------------
(1) Repayment of short-term debt includes approximately $26,415,000 of the
revolving line of credit and $1,795,000 of the Unsubordinated Note. As of
June 7, 1999, there was approximately $42,397,000 outstanding under the
revolving line of credit. Repayment of long-term debt includes $10,000,000
of the Subordinated Note.

(2) Includes the current installments of other long-term debt of $744,000 and
the Unsubordinated Note payable to stockholder of $1,795,000.

(3) Excludes options to acquire 1,390,715 shares of Class A Common Stock
outstanding as of March 31, 1999, at a per share exercise price of $2.78.
Options to purchase an aggregate of 1,142,907 shares of Class A Common Stock
are expected to be granted to certain employees and non-employee directors
of the Company at the effective date of the Offering at a per share exercise
price equal to the initial public offering price. See "Management -- Stock
Options."

(4) In 1998, the Company charged to expense $660,000 of costs related to the
Offering.

21
<PAGE> 22

DILUTION

The net tangible book value of the Company's Common Stock at March 31, 1999
was approximately $30.0 million or $1.08 per share. The pro forma net tangible
book value of the Company's Common Stock at March 31, 1999 was approximately
$(4.9) million or $(.18) per share. Pro forma net tangible book value per share
represents total tangible assets reduced by the amount of total liabilities,
divided by the number of shares of Common Stock outstanding, after giving effect
to (i) the April Tax Distribution of $3.5 million which was paid in April 1999
and (ii) the Final 1998 Distribution estimated to be $7.6 million, the Final Tax
Distribution estimated to be $2.8 million and the Final S Corporation
Distribution estimated to be $21.0 million and payment of each thereof with a
portion of the net proceeds of the Offering (see "Prior S Corporation Status").
After giving effect to the sale by the Company of the shares of Class A Common
Stock offered by the Company hereby at an initial public offering price of
$11.00 per share, after deducting the underwriting discounts and commissions and
estimated Offering expenses, the pro forma as adjusted net tangible book value
of the Company at March 31, 1999 would have been $65.3 million or $1.88 per
share of Common Stock. This represents an immediate increase in pro forma net
tangible book value of $2.05 per share to existing stockholders and an immediate
and substantial dilution of $9.12 per share to new investors purchasing shares
in the Offering. The following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Initial public offering price per share..................... $ 11.00
Pro forma net tangible book value per share as of March
31, 1999............................................... $ (.18)
Increase per share attributable to new investors.......... 2.05
--------
Pro forma as adjusted net tangible book value per share
after the Offering........................................ 1.88
--------
Dilution per share to new investors......................... $ 9.12
========
</TABLE>

The following table summarizes, on a pro forma basis as of March 31, 1999,
after giving effect to the adjustments set forth above, the number of shares of
Class A Common Stock purchased from the Company, the total consideration paid to
the Company and the average price per share of Common Stock paid by the existing
stockholders and by the new investors in the Offering:

<TABLE>
<CAPTION>
SHARES TOTAL
PURCHASED CONSIDERATION
--------------------- ---------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- ------- ----------- ------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders........ 27,814,155 79.9% $ 2,000 0.0% $ 0.00
New investors................ 7,000,000 20.1 77,000,000 100.0 $11.00
---------- ----- ----------- ------
Total.............. 34,814,155 100.0% $77,002,000 100.0%
========== ===== =========== ======
</TABLE>

The above tables exclude 1,390,715 shares of Class A Common Stock issuable
upon the exercise of outstanding stock options at an exercise price of $2.78. To
the extent outstanding options are exercised, new investors will experience
further dilution. See "Management -- Stock Options -- 1998 Stock Option Plan,"
"-- 1998 Employee Stock Purchase Plan" and Note 6 of Notes to Consolidated
Financial Statements.

22
<PAGE> 23

SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The selected data presented below under the captions "Statement of
Operations Data" and "Balance Sheet Data" for, and as of the end of, each of the
years in the five-year period ended December 31, 1998, are derived from the
Consolidated Financial Statements of Skechers U.S.A., Inc., which consolidated
financial statements have been audited by KPMG LLP, independent certified public
accountants. The Consolidated Financial Statements as of December 31, 1997 and
1998, and for each of the years in the three-year period ended December 31,
1998, and the report thereon, are included elsewhere in this Prospectus. The
selected financial data presented below under the caption "Pro Forma Statement
of Operations Data," and the selected statement of operations data for the three
months ended March 31, 1998 and 1999, and the selected balance sheet data as of
March 31, 1999, have been derived from the unaudited consolidated financial
statements of the Company, and include all adjustments, consisting solely of
normal recurring accruals, which management considers necessary for a fair
presentation of such financial information for those periods. Results of
operations for the three months ended March 31, 1999 are not necessarily
indicative of results for the full year.

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
---------------------------------------------------- -----------------
1994 1995 1996 1997 1998 1998 1999
-------- -------- -------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales................................... $90,755 $110,649 $115,410 $183,827 $372,680 $59,873 $95,736
Cost of sales............................... 61,579 78,692 81,199 115,104 218,100 37,390 59,038
------- -------- -------- -------- -------- ------- -------
Gross profit.............................. 29,176 31,957 34,211 68,723 154,580 22,483 36,698
Royalty income, net......................... 1,012 1,843 1,592 894 855 132 49
------- -------- -------- -------- -------- ------- -------
30,188 33,800 35,803 69,617 155,435 22,615 36,747
------- -------- -------- -------- -------- ------- -------
Operating expenses:
Selling................................... 10,872 12,150 11,739 21,584 49,983 7,017 15,571
General and administrative................ 15,810 19,850 18,939 32,397 71,461 13,093 16,397
------- -------- -------- -------- -------- ------- -------
26,682 32,000 30,678(1) 53,981 121,444 20,110 31,968
------- -------- -------- -------- -------- ------- -------
Earnings from operations.................. 3,506 1,800 5,125 15,636 33,991 2,505 4,779
------- -------- -------- -------- -------- ------- -------
Other income (expense):
Interest.................................. (2,461) (3,676) (3,231) (4,186) (8,631) (1,484) (1,754)
Other, net................................ 18 214 61 (37) (239) 64 482
------- -------- -------- -------- -------- ------- -------
(2,443) (3,462) (3,170) (4,223) (8,870) (1,420) (1,272)
------- -------- -------- -------- -------- ------- -------
Earnings (loss) before income taxes and 1,085 3,507
extraordinary credit.................... 1,063 (1,662) 1,955 11,413 25,121
State income taxes -- all current........... 54 3 45 390 650 33 78
------- -------- -------- -------- -------- ------- -------
Earnings (loss) before extraordinary 1,052 3,429
credit.................................. 1,009 (1,665) 1,910 11,023 24,471
------- -------- -------- -------- -------- ------- -------
Extraordinary credit, net of state income -- --
taxes..................................... -- 443(1) -- -- --
------- -------- -------- -------- -------- ------- -------
Net earnings (loss)....................... $ 1,009 $(1,222) $ 1,910 $11,023 $24,471 $ 1,052 $ 3,429
======= ======== ======== ======== ======== ======= =======
PRO FORMA OPERATIONS DATA:(2)
Earnings (loss) before income taxes and $ 1,085 $ 3,507
extraordinary credit...................... $ 1,063 $(1,662) $ 1,955 $11,413 $25,121
Income taxes (benefit)...................... 425 (665) 782 4,565 10,048 434 1,403
------- -------- -------- -------- -------- ------- -------
Earnings (loss) before extraordinary 651 2,104
credit.................................. 638 (997) 1,173 6,848 15,073
Extraordinary credit, net of state income -- --
taxes..................................... -- 270(1) -- -- --
------- -------- -------- -------- -------- ------- -------
Net earnings (loss)....................... $ 638 $ (727) $ 1,173 $ 6,848 $15,073 $ 651 $ 2,104
======= ======== ======== ======== ======== ======= =======
Net earnings (loss) per share:(3)
Basic..................................... $ .02 $ (.03) $ .04 $ .25 $ .54 $ .02 $ .08
Diluted................................... $ .02 $ (.02) $ .04 $ .23 $ .49 $ .02 $ .07
Weighted average shares:(3)
Basic..................................... 27,814 27,814 27,814 27,814 27,814 27,814 27,814
Diluted................................... 29,614 29,614 29,614 29,614 30,610 30,480 30,318
</TABLE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31, AS OF
------------------------------------------------ MARCH 31,
1994 1995 1996 1997 1998 1999
------- ------- ------- ------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital....................................... $ 8,930 $ 8,155 $11,987 $17,081 $ 23,106 $ 26,349
Total assets.......................................... 43,575 47,701 42,151 90,881 146,284 120,381
Total debt............................................ 28,180 31,748 25,661 39,062 70,933 62,889
Stockholders' equity.................................. 2,330 938 3,336 11,125 27,676 30,735
</TABLE>

23
<PAGE> 24

(2) Reflects adjustments for Federal and state income taxes as if the Company
had been taxed as a C Corporation, at the assumed rate of 40.0%, rather than
as an S Corporation.

(3) Weighted average diluted shares outstanding for the year ended December 31,
1998 and for each of the three months ended March 31, 1998 and 1999 includes
shares of Class A Common Stock issuable upon exercise of stock options
outstanding, after applying the treasury stock method based on an initial
public offering price of $11.00 per share. The weighted average diluted
shares for all periods presented also gives effect to the sale by the
Company of those shares of Class A Common Stock necessary to fund the
payment of the excess of (i) the sum of stockholder distributions during the
previous 12-month period (during fiscal 1998 for the determination of shares
outstanding for each of the years in the five year period ended December 31,
1998 and the three month period ended March 31, 1998, and during the 15
months ended March 31, 1999 for the determination of shares outstanding for
the three month period ended March 31, 1999) and distributions paid or
declared thereafter until the consummation of the Offering over (ii) the S
Corporation earnings in the previous 12-month period (for the year ended
December 31, 1998 and 15 months for the three months ended March 31, 1999),
based on an initial public offering price of $11.00 per share, net of
underwriting discounts. See "Capitalization" and "Management -- Stock
Options." For further information pertaining to the calculation of earnings
per share, see Note 1 of Notes to Consolidated Financial Statements.

24
<PAGE> 25

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Company's
Consolidated Financial Statements and Notes thereto appearing elsewhere herein.
This section contains certain forward-looking statements that involve risks and
uncertainties including, but not limited to, information with regard to the
Company's plans to increase the number of retail locations and styles of
footwear, the maintenance of customer accounts and expansion of business with
such accounts, the successful implementation of the Company's strategies, future
growth and growth rates, and future increases in net sales, expenses, capital
expenditures and net earnings. Without limiting the foregoing, the words
"believes," "anticipates," "plans," "expects," "may," "will," "intends,"
"estimates" and similar expressions are intended to identify forward-looking
statements. These forward-looking statements involve risks and uncertainties,
and the Company's actual results may differ materially from the results
discussed in the forward-looking statements as a result of certain factors set
forth in "Risk Factors" and elsewhere in this Prospectus.

OVERVIEW

The Company designs and markets branded contemporary casual, active, rugged
and lifestyle footwear for men, women and children. The Company sells its
products to department stores such as Nordstrom, Macy's, Dillards,
Robinson's-May and JC Penney, and specialty retailers such as Genesco's Journeys
and Jarman chains, The Venator Group's Foot Locker and Lady Foot Locker chains,
Pacific Sunwear and Footaction U.S.A. The Company's marketing focus is to
maintain and enhance recognition of the Skechers brand name as a casual, active,
youthful, lifestyle brand that stands for quality, comfort and design
innovation. Although the Company spent 18.3% of net sales on marketing in the
fourth quarter of 1998, which raised total marketing expenditures for the year
to 11.3% of net sales, the Company typically endeavors to spend between 8.0% and
10.0% of net sales in the marketing of Skechers footwear through an integrated
effort of advertising, promotions, public relations, trade shows and other
marketing efforts.

Management believes the Skechers product offerings of men's, women's and
children's footwear appeal to a broad customer base between the ages of 5 and 40
years. Skechers men's and women's footwear are primarily designed with the
active, youthful lifestyle of the 12 to 25 year old age group in mind. Products
include basic styles, and seasonal or fashion styles. Seasonal or fashion styles
are designed to establish or capitalize on market trends. The Company increased
its styles offered from approximately 600 for the year ended December 31, 1997
to approximately 900 for the year ended December 31, 1998. Management believes
that a substantial portion of the Company's gross sales were generated from
styles which management considers basic.

25
<PAGE> 26

experienced an improvement in Gross Margin from 37.4% to 41.5% and Operating
Margin from 8.5% to 9.1%. For the three months ended March 31, 1999, the Company
increased its Gross Margin from 37.6% to 38.3% and its Operating Margin from
4.2% to 5.0% compared to the comparable period from the prior year. These
improvements resulted in part from the shift to offering Skechers product
exclusively and in part from economies of scale. In the future, the Company's
rate of growth will be dependent upon, among other things, the continued success
of its efforts to expand its footwear offerings. There can be no assurance that
the rate of growth will not decline in future periods or that the Company will
improve or maintain Operating Margins.

As the Company's net sales growth has accelerated, management has focused
on investing in infrastructure to support continued expansion in a disciplined
manner. Major areas of investment have included expanding the Company's
distribution facilities, hiring additional personnel, developing product
sourcing and quality control offices in Taiwan, upgrading the Company's
management information systems, developing and expanding the Company's retail
stores and launching its direct mail business in August 1998 through its web
site and catalog. The Company has established this infrastructure to achieve
further economies of scale in anticipation of continued increases in net sales.
Because expenses relating to this infrastructure are fixed, at least in the
short-term, operating results and margins would be adversely affected if the
Company does not achieve anticipated continued growth.

As of April 30, 1999, the Company operated 22 concept stores at marquee
locations in major metropolitan cities. Each concept store serves not only as a
showcase for the Company's full product offering for the current season but also
as a rapid product feedback mechanism. Product sell-through information derived
from the Company's concept stores enables the Company's sales, merchandising and
production staff to respond to market changes and new product introductions.
Such responses serve to augment sales and limit inventory markdowns and customer
returns and allowances. As of April 30, 1999, the Company also operated 16
factory and warehouse outlet stores that enable the Company to liquidate excess,
discontinued and odd-size inventory in a cost efficient manner. The Company
plans to increase the number of retail locations in the future to further its
strategic goals as well as in an effort to increase net sales and net earnings.
The Company plans to open at least two new concept stores and three new outlet
stores in the remainder of 1999. For the year ended December 31, 1998 and the
three months ended March 31, 1999 approximately 7.4% and 8.6% of net sales were
generated by the Company's retail stores, respectively.

During 1998, Skechers sold to approximately 2,200 retail accounts
representing in excess of 10,000 storefronts. For the year ended December 31,
1998, The Venator Group represented 11.8% of the Company's net sales. Other than
the foregoing, no one customer accounted for 10.0% or more of the Company's net
sales for either the year ended December 31, 1998 or the three months ended
March 31, 1999. Management has implemented a strategy of controlling the growth
of the distribution channels through which the Company's products are sold in
order to protect the Skechers brand name, properly service customer accounts and
better manage the growth of the business. Increasing sales to existing customers
and the opening of additional retail stores depend on various factors, including
strength of the Company's brand name, competitive conditions, the ability of the
Company to manage the increased sales and stores and the availability of
desirable locations. There can be no assurance that the Company will be able to
increase its sales to existing customers or to open and operate new retail
stores on a profitable basis. There can be no assurance that the Company's
growth strategy will be successful or that the Company's net sales or net
earnings will increase as a result of the implementation of such efforts.

Although the Company's primary focus is on the domestic market, the Company
presently markets its product in countries in Europe, Asia and selected other
foreign regions through distributorship agreements. For the year ended December
31, 1998 and the three months ended March 31, 1999, approximately 9.1% and 10.7%
of the Company's net sales was derived from its international operations,
respectively. To date, substantially, all international sales have been made in
U.S. Dollars, although there can be no assurance that this will continue to be
the case. The Company's goal is to increase sales through distributors by
heightening the Company's marketing

26
<PAGE> 27

support in these countries. Sales through foreign distributors result in lower
Gross Margins to the Company than domestic sales. To the extent that the Company
expands its international operations through distribution arrangements, its
overall Gross Margins may be adversely affected. In 1998, the Company launched
its first major international advertising campaign in Europe and Asia. In an
effort to increase profit margins on products sold internationally and more
effectively promote the Skechers brand name, the Company is exploring selling
directly to retailers in certain European countries in the future. In addition,
the Company is exploring selectively opening flagship retail stores
internationally on its own or through joint ventures. There can be no assurance
that such expansion plans will be successful.

Management believes that selective licensing of the Skechers brand name to
non-footwear-related manufacturers may broaden and enhance the Skechers image
without requiring significant capital investments or the incurrence of
significant incremental operating expenses by the Company. Although the Company
has licensed certain manufacturers to produce and market certain Skechers
products on a limited basis, to date it has not derived any significant royalty
income from such licensing arrangements. Royalty income is recognized as revenue
when earned. The substantial portion of the Company's royalty income to date was
derived from royalties paid in connection with sales of "Karl Kani" licensed
apparel. The Company divested the license in August 1997. Management believes
that revenues from licensing agreements will not be a material source of growth
for the Company in the near term; however, management believes that such
revenues may present an attractive long-term opportunity with minimal near-term
costs.

The Company contracts with third parties for the manufacture of all of its
products. The Company does not own or operate any manufacturing facilities. For
the year ended December 31, 1998, the top four manufacturers of the Company's
products accounted for 15.4%, 14.2%, 12.1% and 10.4% of total purchases,
respectively. For the three months ended March 31, 1999, the top four
manufacturers of the Company's products accounted for 15.8%, 14.0%, 13.2% and
10.0% of total purchases, respectively. Other than the foregoing, no one
manufacturer accounted for more than 10.0% of the Company's total purchases for
such periods. To date, substantially all products are purchased in U.S. Dollars,
although there can be no assurance that this will continue to be the case. The
Company believes the use of independent manufacturers increases its production
flexibility and capacity while at the same time allowing the Company to
substantially reduce capital expenditures and avoid the costs of managing a
large production work force. Substantially all of the Company's products are
produced in China. The Company finances its production activities in part
through the use of interest-bearing open purchase arrangements with certain of
its Asian manufacturers. These facilities currently bear interest at a rate
between 9.0% and 19.0% per annum with financing for up to 90 days. Management
believes that the use of these arrangements affords the Company additional
liquidity and flexibility.

Finished goods are reviewed, inspected and shipped to domestic accounts
primarily from the Company's distribution centers located in Ontario,
California, and are primarily shipped directly from the manufacturer to
Skechers' international distributors. The Company intends to install a new
material handling system in its most recently opened distribution center to
enhance its ability to monitor inventory levels and distribution activities at
such site. The system, which is expected to cost $10.0 million, is anticipated
to become operational mid-2000.

In May 1992, the Company elected to be treated for Federal and state income
tax purposes as an S Corporation under Subchapter S of the Code and comparable
state laws. As a result, earnings of the Company, since such initial election,
have been included in the taxable income of the Company's stockholders for
Federal and state income tax purposes, and the Company has not been subject to
income tax on such earnings, other than franchise and net worth taxes. Upon the
termination of the Company's S Corporation status, the Company will be treated
for Federal and state income tax purposes as a corporation under Subchapter C of
the Code and, as a result, will become subject to state and Federal income
taxes. By reason of the Company's treatment as an S Corporation for Federal and
state income tax purposes, the Company, since inception, has provided to its
stockhold-

27
<PAGE> 28

ers funds for the payment of income taxes on the earnings of the Company. The
Company declared distributions consisting of amounts attributable to payment of
such taxes of $112,000, $3.2 million and $7.9 million in 1996, 1997 and 1998,
respectively. In January 1999, the Company made the January 1999 Distribution
consisting of $350,000 of assets related to the "Cross Colours" trademark and
approximately $20,000 of cash. See "Certain Transactions." In April 1999, the
Company declared the April Tax Distribution consisting of the first installment
of Federal income taxes payable on S Corporation earnings for 1998. Also, the
Company will use a portion of its proceeds of the Offering to make the Final
1998 Distribution consisting of the final installment of Federal income taxes
payable on S Corporation earnings for 1998. The amount of the April Tax
Distribution was $3.5 million and the amount of the Final 1998 Distribution is
estimated to be approximately $7.6 million. Upon the termination of the
Company's S Corporation status, the Company will also declare (i) the Final Tax
Distribution consisting of income taxes payable on S Corporation earnings from
January 1, 1999 through the date of termination of the Company's S Corporation
status, and (ii) the Final S Corporation Distribution in an amount designed to
constitute the substantial portion of the Company's remaining and undistributed
accumulated S Corporation earnings through the date of termination of the
Company's S Corporation status. The Company estimates that the amount of the
Final Tax Distribution will be approximately $2.8 million and the amount of the
Final S Corporation Distribution will be approximately $21.0 million and such
amounts will be paid with a portion of the net proceeds of the Offering. See
"Use of Proceeds." Purchasers of shares of Class A Common Stock in the Offering
will not receive any portion of the Final 1998 Distribution, the Final Tax
Distribution or the Final S Corporation Distribution. On and after the date of
such termination, the Company will no longer be treated as an S Corporation and,
accordingly, will be fully subject to Federal and state income taxes. All pro
forma income taxes reflect adjustments for Federal and state income taxes as if
the Company had been taxed as a C Corporation rather than an S Corporation.

RESULTS OF OPERATIONS

The following table sets forth for the periods indicated, selected
information from the Company's results of operations as a percentage of net
sales. Pro forma reflects adjustments for Federal and state income taxes as if
the Company had been taxed as a C Corporation rather than an S Corporation.

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
----------------------- ----------------
1996 1997 1998 1998 1999
----- ----- ----- ------ ------
<S> <C> <C> <C> <C> <C>
Net sales....................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales................................... 70.4 62.6 58.5 62.4 61.7
----- ----- ----- ----- -----
Gross profit.................................. 29.6 37.4 41.5 37.6 38.3
Royalty income, net............................. 1.4 0.5 0.2 0.2 0.1
----- ----- ----- ----- -----
31.0 37.9 41.7 37.8 38.4
----- ----- ----- ----- -----
Operating expenses:
Selling....................................... 10.2 11.8 13.4 11.7 16.3
General and administrative.................... 16.4 17.6 19.2 21.9 17.1
----- ----- ----- ----- -----
26.6 29.4 32.6 33.6 33.4
----- ----- ----- ----- -----
Earnings from operations........................ 4.4 8.5 9.1 4.2 5.0
Interest expense, net......................... (2.8) (2.3) (2.3) (2.5) (1.8)
Other, net.................................... 0.1 (0.0) (0.1) 0.1 0.5
----- ----- ----- ----- -----
Earnings before pro forma income taxes.......... 1.7 6.2 6.7 1.8 3.7
Pro forma income taxes.......................... 0.7 2.5 2.7 0.7 1.5
----- ----- ----- ----- -----
Pro forma net earnings........................ 1.0% 3.7% 4.0% 1.1% 2.2%
===== ===== ===== ===== =====
</TABLE>

28
<PAGE> 29

THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998

Net Sales

Net sales increased $35.8 million, or 59.9%, to $95.7 million for the three
months ended March 31, 1999 as compared to $59.9 million for the three months
ended March 31, 1998. This increase was due to increased sales of branded
footwear primarily as a result of (i) greater brand awareness driven in part by
a significant expansion of the Company's national marketing efforts, (ii) a
broader breadth of men's, women's and children's product offerings, (iii) the
development of the Company's domestic sales force and international distributor
network, (iv) the increased volume of the Company's existing account base with
multiple stores and increased sales to such accounts, resulting in higher sales
per account, (v) operations of 38 Company stores during the first quarter of
1999 versus the operations of 16 Company stores during the first quarter of
1998, and (vi) the launch of the Company's direct mail business in August 1998.
Gross wholesale sales of men's footwear, including international, increased $7.8
million or 29.6% to $34.0 million for the three months ended March 31, 1999, as
compared to $26.2 million for the three months ended March 31, 1998. The
increase in sales of men's footwear was achieved despite a decline in men's
"Kani" footwear sales of $598,000. No Kani sales were recorded for the three
months ended March 31, 1999. The Company discontinued actively marketing "Kani"
footwear in 1997. Sales of "Kani" footwear for the three months ended March 31,
1998 resulted from inventory close-outs, which were substantially completed
during this fiscal period. Gross wholesale sales of women's footwear, including
international, increased $16.7 million, or 70.4%, to $40.4 million for the three
months ended March 31, 1999 as compared to $23.7 million for the three months
ended March 31 1998. Gross wholesale sales of children's footwear, including
international, increased $8.2 million, or 120.8%, to $15.1 million for the three
months ended March 31, 1999 as compared to $6.9 million for the three months
ended March 31, 1998. Provisions for returns and allowances were $3.1 million
for the three months ended March 31, 1999 as compared to $1.6 million for the
three months ended March 31, 1998. Net sales through the Company's retail stores
increased $4.7 million or 134.3%, to $8.2 million for the three months ended
March 31, 1999 as compared to $3.5 million for the three months ended March 31,
1998. This increase is due to an increase in sales from pre-existing stores and
new store openings. Net sales generated from international operations increased
$2.1 million, or 25.6%, to $10.2 million for the three months ended March 31,
1999, as compared to $8.1 million for the three months ended March 31, 1998.

Gross Profit

The Company's gross profit increased $14.2 million, or 63.2%, to $36.7
million for the three months ended March 31, 1999, compared to $22.5 million for
the three months ended March 31, 1998. The increase was attributable to higher
sales and an improvement in Gross Margin. The Gross Margin increased to 38.3%
for the three months ended March 31, 1999 from 37.6% for the same period in
1998. The increase in the Gross Margin was primarily due to (i) better retail
sell-through at the Company's retail customer accounts, which typically results
in fewer markdowns, (ii) an increase in the proportions of total sales derived
from the women's footwear line, which had a higher margin than the men's
footwear line, and (iii) the increase in the Company's retail sales, including
direct mail, since such retail Gross Margins are higher than wholesale Gross
Margins.

Royalty Income, Net

Royalty income, net of related expenses, decreased $83,000, or 62.9% to
$49,000 for the three months ended March 31, 1999 compared to $132,000 for the
three months ended March 31, 1998. The Company earns royalty income based upon a
percentage of sales of its licensees and sublicensees. The decrease was due to
the termination of the Company's license relating to "Kani" apparel. Management
expects that royalty income may increase in total dollars, but not necessarily
as a percentage of net sales, as the Company's licensing efforts for Skechers
products increase.

29
<PAGE> 30

Selling Expenses

Selling expenses include sales salaries, commissions and incentives,
advertising, promotions and trade shows. Selling expenses increased $8.6
million, or 121.9%, to $15.6 million (16.3% of net sales) for the three months
ended March 31, 1999 from $7.0 million (11.7% of net sales) for the three months
ended March 31, 1998. The increase in total dollars was primarily due to
increased advertising and tradeshow expenditures, sales compensation due to the
increase in footwear sales, and the hiring of additional sales personnel.
Advertising expenses as a percentage of net sales for the three months ended
March 31, 1999 and 1998 was 13.3% and 9.1%, respectively. The Company endeavors
to spend approximately 8.0% to 10.0% of annual net sales in the marketing of
Skechers footwear through advertising, promotions, public relations, trade shows
and other marketing efforts. Marketing expense as a percentage of net sales may
vary from quarter to quarter. The increase as a percentage of sales was due
primarily to the factors above.

General and Administrative Expenses

General and administrative expenses increased $3.3 million, or 25.2%, to
$16.4 million (17.1% of net sales) for the three months ended March 31, 1999
from $13.1 million (21.9% of net sales) for the three months ended March 31,
1998. The increase in total dollars is primarily due to (i) the hiring of
additional personnel, (ii) an increase in costs associated with the Company's
distribution facilities to support the Company's growth, (iii) increased product
design and development costs and (iv) the addition of 22 retail stores which
were not open in the first quarter of 1998. The decrease as a percentage of net
sales was primarily due to the increase in the volume of footwear sold. Also
included in general and administrative expenses for the three months ended March
31, 1998 is $691,000 of compensation expense relating to the Company's 1996
Incentive Compensation Plan (the "1996 Incentive Compensation Plan") which
expired December 31, 1998. The Company has not introduced an incentive
compensation plan for 1999. See "Management -- Executive Compensation -- Summary
Compensation Table."

Interest Expense

Interest expense increased $270,000, or 18.2%, to $1.8 million for the
three months ended March 31, 1999 as compared to $1.5 million for the three
months ended March 31, 1998 as a result of increased borrowings under the
Company's revolving line of credit to fund the Company's expanded operations and
interest expense associated with open purchase arrangements with the certain of
the Company's Asian manufacturers, which in part finance the Company's
manufacturing activities.

Other Income, Net

Other income, net during the three months ended March 31, 1999 related to
legal settlements of $348,000 and miscellaneous income of $134,000. The legal
settlements related to intellectual property matters. Other income, net during
the three months ended March 31, 1998 related to miscellaneous income of
$64,000.

Pro Forma Income Taxes

Pro forma income taxes have been provided at the assumed rate of 40.0% for
Federal and state purposes.

YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997

Net Sales

Net sales increased $188.9 million, or 102.7%, to $372.7 million for the
year ended December 31, 1998 as compared to $183.8 million for the year ended
December 31, 1997. This increase was due to increased sales of branded footwear
primarily as a result of (i) greater brand awareness

30
<PAGE> 31

driven in part by a significant expansion of the Company's national marketing
efforts, (ii) a broader breadth of men's, women's and children's product
offerings, (iii) the development of the Company's domestic and international
sales forces, (iv) the transition of the Company's account base in the direction
of larger accounts with multiple stores and increased sales to such accounts,
resulting in higher sales per account, (v) the Company's opening of 12 concept
and 11 outlet stores and (vi) the launch of the Company's direct mail business
in August 1998. Net sales for the year ended December 31, 1998 were affected in
part by the overall weakness in the retail footwear market in the fourth quarter
of 1998. Gross wholesale men's footwear sales, including international,
increased $42.5 million, or 39.8%, to $149.6 million for the year ended December
31, 1998, as compared to $107.1 million for the year ended December 31, 1997.
The increase in gross wholesale men's footwear sales was achieved despite a
decline in men's "Kani" footwear sales of $10.8 million to $668,000 for the year
ended December 31, 1998, as compared to $11.5 million in sales for the year
ended December 31, 1997. The Company discontinued actively marketing "Kani"
footwear in 1997. Sales of "Kani" footwear for the year ended December 31, 1998
resulted from inventory close-outs, which were substantially completed during
this fiscal period. Gross wholesale women's footwear sales, including
international, increased $100.2 million, or 201.0%, to $150.1 million for the
year ended December 31, 1998 as compared to $49.9 million for the year ended
December 31, 1997. Gross wholesale children's footwear sales, including
international, increased $34.5 million, or 163.5%, to $55.6 million for the year
ended December 31, 1998 as compared to $21.1 million for the year ended December
31, 1997. Sales of children's "Kani" footwear represented $20,000 and $3.3
million of such sales for the year ended December 31, 1998 and 1997,
respectively. Provisions for returns and allowances were $10.8 million for the
year ended December 31, 1998 as compared to $5.5 million for the year ended
December 31, 1997. Net sales through the Company's retail stores increased $17.6
million, or 179.8%, to $27.4 million for the year ended December 31, 1998 as
compared to $9.8 million for the year ended December 31, 1997. This increase is
due to an increase in sales from pre-existing stores and new store openings. Net
sales generated from international operations increased $6.3 million, or 22.6%,
to $34.0 million for the year ended December 31, 1998 as compared to $27.7
million for the year ended December 31, 1997.

Gross Profit

The Company's gross profit increased $85.9 million, or 124.9%, to $154.6
million for the year ended December 31, 1998 compared to $68.7 million for the
year ended December 31, 1997. The increase was attributable to higher sales and
an improvement in Gross Margin. The Gross Margin increased to 41.5% for the year
ended December 31, 1998 from 37.4% for the year ended December 31, 1997. The
increase in the Gross Margin was primarily due to (i) an increase in the
proportions of total sales derived from the women's and children's footwear
line, which had a higher Gross Margin than the men's footwear line, (ii) better
retail sell-through at the Company's retail customer accounts, which typically
results in fewer markdowns, (iii) an increase in the Company's retail store
sales, since such retail Gross Margins are higher than customer retail Gross
Margins and (iv) decreased international sales as a percentage of net sales as
international sales through distributors carry a lower Gross Margin.

Royalty Income, Net

Royalty income, net of related expenses, decreased $39,000, or 4.4%, to
$855,000 for the year ended December 31, 1998 compared to $894,000 for the year
ended December 31, 1997. The Company receives royalty income based upon a
percentage of sales of its sublicensees. The decrease was due to the termination
of the Company's license relating to "Kani" apparel. Royalty income attributable
to sales of "Kani" apparel represented $189,000 and $1.2 million of total
royalty income for the years ended December 31, 1998 and 1997, respectively.

Selling Expenses

Selling expenses increased $28.4 million, or 131.6%, to $50.0 million
(13.4% of net sales) for the year ended December 31, 1998 from $21.6 million
(11.8% of net sales) for the year ended

31
<PAGE> 32

December 31, 1997. The increase in total dollars was primarily due to increased
advertising expenditures and sales compensation due to the increase in footwear
sales, the implementation of a new sales compensation package and the hiring of
additional sales personnel. Advertising expenses as a percentage of net sales
for the years ended December 31, 1998 and 1997 was 11.3% and 8.6%, respectively.
The increase as a percentage of sales was due to a discretionary decision to
increase advertising expenses in the fourth quarter of 1998.

General and Administrative Expenses

General and administrative expenses increased $39.1 million, or 120.6%, to
$71.5 million (19.2% of net sales) for the year ended December 31, 1998 from
$32.4 million (17.6% of net sales) for the year ended December 31, 1997. The
increase in total dollars and as a percentage of net sales is primarily due to
(i) the hiring of additional personnel, (ii) an increase in costs associated
with the Company's distribution facilities to support the Company's growth,
(iii) increased product design and development costs, (iv) the addition of 23
retail stores which were not open in 1997, and (v) increased discretionary
expenses consisting of bonuses paid to an executive officer and certain
employees. Also included in general and administrative expenses for the years
ended December 31, 1998 and 1997 are $7.0 million and $2.7 million,
respectively, of bonus compensation expense, including those related to the
Company's 1996 Incentive Compensation Plan which expired on December 31, 1998.
See "Management -- Executive Compensation -- Summary Compensation Table."

Interest Expense

Interest expense increased $4.4 million, or 106.2%, to $8.6 million for the
year ended December 31, 1998 as compared to $4.2 million for the year ended
December 31, 1997 as a result of increased borrowings under the Company's
revolving line of credit to fund the Company's expanded operations and interest
expense associated with open purchase arrangements with certain of the Company's
Asian manufacturers, which in part finance the Company's manufacturing
activities.

Pro Forma Income Taxes

Pro forma income taxes have been provided at the assumed rate of 40.0% for
Federal and state purposes.

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996

Net Sales

Net sales increased $68.4 million, or 59.3%, to $183.8 million for the year
ended December 31, 1997 from $115.4 million for the year ended December 31,
1996. The increase was due to increased sales of branded footwear primarily as a
result of (i) greater domestic brand awareness driven in part by a significant
expansion of the Company's sales forces, (ii) a broad breadth of men's, women's
and children's product offering, (iii) the development of the Company's domestic
and international sales forces and (iv) the transition of the Company's account
base in the direction of larger accounts with multiple stores, resulting in
higher sales per account. Gross wholesale men's footwear sales, including
international, increased $26.2 million, or 32.3%, to $107.1 million for the year
ended December 31, 1997 as compared to $80.9 million for the year ended December
31, 1996. The increase in gross wholesale men's footwear sales was achieved
despite a decline in men's "Kani" footwear sales of $2.2 million to $11.5
million for the year ended December 31, 1997 as compared to $13.7 million for
the year ended December 31, 1996. The Company discontinued actively marketing
"Kani" footwear in 1997 and a substantial portion of sales of "Kani" footwear
during 1997 consisted of inventory close-outs. The Company began to de-emphasize
the sale of "Kani" footwear in late 1995 and early 1996 to concentrate its
marketing and sales efforts on its Skechers product line. Gross wholesale
women's footwear sales, including international, increased $25.1 million, or
101.3%, to

32
<PAGE> 33

$49.9 million for the year ended December 31, 1997 as compared to $24.8 million
for the year ended December 31, 1996. Gross wholesale children's footwear sales,
including international, increased $10.2 million, or 93.7%, to $21.1 million for
the year ended December 31, 1997 as compared to $10.9 million for the year ended
December 31, 1996. Sales of children's "Kani" footwear represented $3.3 million
and $4.1 million of such sales for the years ended December 31, 1997 and 1996,
respectively. Sales of children's "Kani" footwear in 1997 substantially
represented inventory close-out sales. Provisions for returns and allowances
were $5.5 million for each of the years ended December 31, 1997 and 1996. Net
sales through the Company's retail stores increased $6.5 million, or 194.5%, to
$9.8 million for the year ended December 31, 1997 as compared to $3.3 million
for the year ended December 31, 1996. This increase was due to an increase in
sales from pre-existing stores and new store openings. Net sales generated from
international operations decreased $3.9 million, or 12.2%, to $27.7 million for
the year ended December 31, 1997 as compared to $31.6 million for the year ended
December 31, 1996 largely as a result of a realignment of the Company's foreign
distribution arrangements.

Gross Profit

Gross profit increased $34.5 million, or 100.9%, to $68.7 million for the
year ended December 31, 1997 from $34.2 million for the year ended December 31,
1996. The increase was attributable to higher sales and an improvement in the
Gross Margin. The Gross Margin increased to 37.4% for the year ended December
31, 1997 from 29.6% for the year ended December 31, 1996. The increase in the
Gross Margin was primarily due to (i) better retail sell-through at the
Company's retail customer accounts which allowed for fewer markdowns, (ii) an
increase in the proportion of total sales derived from the women's and
children's footwear line, which had a higher margin than the men's footwear
line, (iii) the increase in the Company's retail store sales and (iv) decreased
international sales as a percentage of net sales as international sales through
distributors carry a lower Gross Margin, offset in part by inventory close-out
sales of "Kani" branded footwear.

Royalty Income, Net

Royalty income, net of related expenses, decreased $698,000, or 43.8%, to
$894,000 for the year ended December 31, 1997 from $1.6 million for the year
ended December 31, 1996. The decrease was due to decreased sales of apparel
under the Company's "Kani" license. Royalty income attributed to sales of "Kani"
apparel represented $1.2 million and $2.1 million of total royalty income for
the years ended December 31, 1997 and 1996, respectively.

Selling Expenses

Selling expenses increased $9.9 million, or 83.9%, to $21.6 million (11.8%
of net sales) for the year ended December 31, 1997 from $11.7 million (10.2% of
net sales) for the year ended December 31, 1996. The increase in total dollars
was primarily due to increased advertising expenditures and sales commissions
and incentives due to the increase in footwear sales. The increase as a
percentage of sales was due to increased advertising expenses on a percentage of
net sales.

General and Administrative Expenses

General and administrative expenses increased $13.5 million, or 71.1%, to
$32.4 million (17.6% of net sales) for the year ended December 31, 1997 as
compared to $18.9 million (16.4% of net sales) for the year ended December 31,
1996. The increase in total dollars was primarily due to (i) the hiring of
additional personnel and related costs to support the Company's substantial
growth in sales, (ii) an increase in costs associated with the Company's
distribution facilities to support the Company's growth, (iii) the addition of
seven retail stores which were not open in 1996, (iv) increased product design
and development costs and (v) bonus compensation expense of $2.7 million
including those related to the Company's 1996 Incentive Compensation Plan. See

33
<PAGE> 34

"Management -- Executive Compensation -- Summary Compensation Table." Included
in the $18.9 million of general and administrative expenses for 1996 is a
one-time $530,000 charge to operations related to costs of the terminated public
offering of the "Kani" division. The increase in general and administrative
expenses as a percentage of net sales is attributable to the $2.7 million of
bonus compensation expense, including those related to the Company's 1996
Incentive Compensation Plan.

Interest Expense

Interest expense increased $955,000, or 29.6%, to $4.2 million for the year
ended December 31, 1997 as compared to $3.2 million for the year ended December
31, 1996 as a result of increased borrowings under the Company's revolving line
of credit to fund the Company's expanded operations and interest expense
associated with open purchase arrangements with certain of the Company's Asian
manufacturers.

Pro Forma Income Taxes

Pro forma income taxes have been provided at the assumed rate of 40.0% for
Federal and state purposes.

LIQUIDITY AND CAPITAL RESOURCES

To date, the Company has relied upon internally generated funds, trade
credit, borrowings under credit facilities and loans from stockholders to
finance its operations and expansion. The Company's need for funds arises
primarily from its working capital requirements, including the need to finance
its inventory and receivables. The Company's working capital was $26.3 million
at March 31, 1999 and $23.1 million and $17.1 million at December 31, 1998 and
1997, respectively. The increase in working capital at March 31, 1999 as
compared to December 31, 1998 was primarily due to the first quarter 1999 net
earnings which are retained in the components of working capital.

As part of the Company's working capital management, the Company performs
substantially all customer credit functions internally, including extension of
credit and collections. The Company's bad debt write-offs were less than 1.0% of
net sales for three months ended March 31, 1999 and each of the years ended
December 31, 1998 and 1997. The Company carries bad debt insurance to cover
approximately the first 90.0% of bad debts on substantially all of the Company's
major retail accounts. As of March 31, 1999 and December 31, 1998 and 1997,
59.0%, 65.1% and 47.1%, respectively, of the Company's accounts receivables was
covered under this insurance.

Net cash used in operating activities totaled $871,000 and $24.9 million
for the three months ended March 31, 1999 and 1998, respectively. The decrease
in cash used by operating activities was due to a decrease in inventory
balances. Net cash used in operating activities totaled $4.3 million and $2.1
million for the years ended December 31, 1998 and 1997, respectively. The
increase in cash used by operating activities for the year ended December 31,
1998 compared to the year ended December 31, 1997 was due to an increase in
trade accounts receivable and inventory balances.

Net cash used in investing activities totaled $946,000 and $1.2 million for
the three months ended March 31, 1999 and 1998, respectively, and related to
capital expenditures. The decrease in capital expenditures was due to the
establishment of the Company's distribution in 1998. Net cash used in investing
activities totaled $9.4 million and $6.8 million for the years ended December
31, 1998 and 1997, respectively. The increase in net cash used in investing
activities in 1998 was primarily due to increased capital expenditures in
connection with the establishment of the Company's distribution facilities in
Ontario, California, additional hardware and software for the Company's computer
needs and additional Company retail stores.

Capital expenditures totaled $9.4 million and $6.2 million for the years
ended December 31, 1998 and 1997, respectively. The increase in 1998 relates
primarily to the establishment of the

34
<PAGE> 35

Company's distribution centers in Ontario, California, the purchase of
additional hardware and software for the Company's computer needs and additional
Company retail stores. The Company estimates that its capital expenditures for
the year ending December 31, 1999 will be approximately $10.0 million, of which
approximately $5.5 million will be used for the installation of a new material
handling system for the Company's most recently opened distribution facility.
Total expenditures for the new material handling system are expected to be
approximately $10.0 million, the balance of which will be spent in 2000. The
Company also anticipates spending $400,000 for expenditures on equipment for the
Company's distribution facilities, and $4.1 million capital expenditures related
to general corporate purposes in 1999, including leasehold improvements and
purchases of furniture and equipment in connection with the opening of
additional retail stores, additions and advancements to the Company's management
information systems, costs associated with trade show booths and leasehold
improvements to the Company's facilities.

Net cash provided by (used in) financing activities totaled $(8.1) million
and $25.0 million for the three months ended March 31, 1999 and 1998,
respectively. The decrease in cash provided by financing activities was
primarily due to lesser financing needs to fund cash flow from operations and
the use of available cash at December 31, 1998 to repay a portion of the
revolving line of credit during the three months ended March 31, 1999. Net cash
provided by financing activities totaled $23.2 million and $10.2 million for the
years ended December 31, 1998 and 1997, respectively. The increase in net cash
provided by financing activities in 1998 was primarily due to increased
borrowings under the Company's revolving line of credit to finance capital
expenditures, increased accounts receivables and inventories and to fund S
Corporation distributions.

The Company's credit facility provides for borrowings under a revolving
line of credit of up to $120.0 million and a term loan, with actual borrowings
limited to available collateral and certain limitations on total indebtedness
(approximately $15.1 million of availability as of March 31, 1999) with Heller
Financial, Inc., as agent for the lenders. As of June 7, 1999, there was
approximately $42.4 million outstanding under the revolving line of credit. The
revolving line of credit bears interest at the Company's option at either the
prime rate (7.75% at March 31, 1999) plus 25 basis points or at Libor (5.06% at
March 31, 1999) plus 2.75%. The revolving line of credit expires on December 31,
2002. Interest on the revolving line of credit is payable monthly in arrears.
The revolving line of credit provides a sub-limit for letters of credit of up to
$18.0 million to finance the Company's foreign purchases of merchandise
inventory. As of March 31, 1999, the Company had approximately $1.3 million of
letters of credit under the revolving line of credit. The term loan component of
the credit facility, which has a principal balance of approximately $2.6 million
as of March 31, 1999, bears interest at the prime rate plus 100 basis points and
is due in monthly installments with a final balloon payment December 2002. The
proceeds from this note were used to purchase equipment for the Company's
distribution centers in Ontario, California and the note is secured by such
equipment. The Company intends to use a portion of the net proceeds of the
Offering to pay down approximately $26.4 million of the revolving line of credit
and repay $11.8 million outstanding under the Unsubordinated Note and
Subordinated Note. See "Use of Proceeds." By repaying such indebtedness, the
Company expects to have more flexibility and liquidity to pursue its growth
strategies. The credit facility contains certain financial covenants that
require the Company to maintain minimum tangible net worth of at least $20.0
million, working capital of at least $14.0 million and specified leverage ratios
and limit the ability of the Company to pay dividends if it is in default of any
provisions of the credit facility. The Company was in compliance with these
covenants as of March 31, 1999. The credit facility is collateralized by the
Company's real and personal property, including, among other things, accounts
receivable, inventory, general intangibles and equipment and is guaranteed by
Skechers By Mail, Inc., the Company's wholly-owned subsidiary. As of March 31,
1999, the Unsubordinated Note and Subordinated Note bear interest at the prime
rate (7.75% at March 31, 1999) and are due on demand. The Greenberg Family Trust
has agreed not to require repayment of the Subordinated Note prior to April
2000. The Company recorded interest expense of approximately $540,000, and $1.1
million related to notes payable to the Greenberg Family Trust during the years
ended December 31, 1998, and 1997, respectively. See "Use of Proceeds" and
"Certain Transactions."

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<PAGE> 36

By reason of the Company's treatment as an S Corporation for Federal and
state income tax purposes, the Company since inception has provided to its
stockholders funds for the payment of income taxes on the earnings of the
Company. The Company declared distributions attributable to payment of such
taxes of $7.9 million and $3.2 million in 1998 and 1997, respectively. In April
1999, the Company declared the April Tax Distribution of $3.5 million, and prior
to the consummation of the Offering will declare the Final 1998 Distribution,
estimated to be $7.6 million, the Final Tax Distribution, estimated to be $2.8
million, and the Final S Corporation Distribution, estimated to be $21.0
million. Following the termination of the Company's S Corporation status,
earnings will be retained for the foreseeable future in the operations of the
business. See "Prior S Corporation Status" and "Dividend Policy."

The Company believes that anticipated cash flows from operations, available
borrowings under the Company's revolving line of credit, after repayment of
indebtedness described under "Use of Proceeds," cash on hand and its financing
arrangements will be sufficient to provide the Company with the liquidity
necessary to fund its anticipated working capital and capital requirements
through fiscal 2000. However, in connection with its growth strategy, the
Company will incur significant working capital requirements and capital
expenditures. The Company's future capital requirements will depend on many
factors, including, but not limited to, the levels at which the Company
maintains inventory, the market acceptance of the Company's footwear, the levels
of promotion and advertising required to promote its footwear, the extent to
which the Company invests in new product design and improvements to its existing
product design and the number and timing of new store openings. To the extent
that available funds are insufficient to fund the Company's future activities,
the Company may need to raise additional funds through public or private
financing. No assurance can be given that additional financing will be available
or that, if available, it can be obtained on terms favorable to the Company and
its stockholders. Failure to obtain such financing could delay or prevent the
Company's planned expansion, which could adversely affect the Company's
business, financial condition and results of operations. In addition, if
additional capital is raised through the sale of additional equity or
convertible securities, dilution to the Company's stockholders could occur. See
"Use of Proceeds."

QUARTERLY RESULTS AND SEASONALITY

The table below sets forth certain quarterly operating data of the Company.
This quarterly information is unaudited, but in management's opinion reflects
all adjustments, consisting only of normal recurring adjustments, necessary for
a fair presentation of the information for the periods presented when read in
conjunction with the Company's Consolidated Financial Statements and Notes
thereto.

<TABLE>
<CAPTION>
1997 1998 1999
--------------------------------------- --------------------------------------- --------
MARCH 31 JUNE 30 SEPT. 30 DEC. 31 MARCH 31 JUNE 30 SEPT. 30 DEC. 31 MARCH 31
-------- ------- -------- ------- -------- ------- -------- ------- --------
THREE MONTHS ENDED (IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales................ $27,591 $32,705 $62,562 $60,969 $59,873 $87,684 $143,045 $82,078 $95,736
Gross profit............. 9,207 11,125 23,552 24,839 22,483 35,997 62,176 33,924 36,698
Earnings (loss) from
operations............. (299) 2,244 8,203 5,488 2,505 10,834 24,460 (3,808) 4,779
Pro forma net earnings
(loss)................. (559) 760 4,278 2,369 651 4,759 13,553 (3,890) 2,104
</TABLE>

Sales of footwear products are somewhat seasonal in nature with the
strongest sales generally occurring in the third and fourth quarters. In 1996
and 1997, 34.0% and 34.0% of net sales, respectively, and 94.7% and 52.5% of
earnings from operations, respectively, were generated in the third quarter and
28.2% and 33.2% of net sales, respectively, and 56.1% and 35.1% of earnings from
operations, respectively, were generated in the fourth quarter. However, in
1998, 38.4% of net sales and 72.0% of earnings from operations were generated in
the third quarter and 22.0% of net sales and a loss from operations were
generated in the fourth quarter. Management believes that annual seasonal
fluctuations will typically result in the Company realizing a significant
percentage of earnings from operations in the fourth quarter.

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<PAGE> 37

Although net sales increased by $21.1 million in the fourth quarter of 1998
as compared to the fourth quarter of 1997, the Company's net sales in the fourth
quarter of 1998 were adversely affected by the overall weakness in the retail
footwear market. Management believes this weakness resulted from a substantial
number of store closings by unprofitable chains, as well as store and inventory
rationalizations at other chains, that combined to produce heavy promotional
activity at the retail level. These closures, inventory liquidations and
promotional activities adversely affected the Company's net sales. Management
believes that these closures in the aggregate should have a positive impact on
the footwear retailing industry in the future.

Operating results for the fourth quarter of 1998 were impacted by certain
discretionary expenses consisting of approximately $3.0 million in bonuses paid
to an executive officer and certain employees, and $242,000 in 401(k) employer
matching contributions. Results for this quarter were also impacted by
significantly higher marketing expenses as a percentage of net sales than the
Company typically incurs. The Company chose to spend $15.1 million in marketing
expenditures, $9.1 million of which was expended in December 1998. Expenses were
also affected by costs associated with the opening of six new Company stores in
the fourth quarter of 1998.

The Company's operating results for the first quarter of 1999 were not
affected to the same degree by those industry factors which impacted the
Company's operating results in the fourth quarter of 1998. The improvement in
the retail footwear market and the reduction in incentive compensation expenses
had a positive effect on the Company's first quarter operating results.

The Company has experienced, and expects to continue to experience,
variability in its net sales, operating results and net earnings, on a quarterly
basis. The Company's domestic customers generally assume responsibility for
scheduling pickup and delivery of purchased products. Any delay in scheduling or
pickup which is beyond the Company's control could materially negatively impact
the Company's net sales and results of operations for any given quarter. The
Company believes the factors which influence this variability include (i) the
timing of the Company's introduction of new footwear products, (ii) the level of
consumer acceptance of new and existing products, (iii) general economic and
industry conditions that affect consumer spending and retail purchasing, (iv)
the timing of the placement, cancellation or pickup of customer orders, (v)
increases in the number of employees and overhead to support growth, (vi) the
timing of expenditures in anticipation of increased sales and customer delivery
requirements, (vii) the number and timing of new Company retail store openings
and (viii) actions by competitors. Due to these and other factors, the operating
results for any particular quarter are not necessarily indicative of the results
for the full year.

INFLATION

The Company does not believe that the relatively moderate rates of
inflation experienced in the United States over the last three years have had a
significant effect on its net sales or profitability. However, the Company
cannot accurately predict the effect of inflation on future operating results.
Although higher rates of inflation have been experienced in a number of foreign
countries in which the Company's products are manufactured, the Company does not
believe that inflation has had a material effect on the Company's net sales or
profitability. In the past, the Company has been able to offset its foreign
product cost increases by increasing prices or changing suppliers, although no
assurance can be given that the Company will be able to continue to make such
increases or changes in the future.

EXCHANGE RATES

The Company receives U.S. Dollars for substantially all of its product
sales and its royalty income. Inventory purchases from offshore contract
manufacturers are primarily denominated in U.S. Dollars; however, purchase
prices for the Company's products may be impacted by fluctuations in the
exchange rate between the U.S. Dollar and the local currencies of the contract
manufacturers,

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<PAGE> 38

which may have the effect of increasing the Company's cost of goods in the
future. During 1997 and 1998, exchange rate fluctuations did not have a material
impact on the Company's inventory costs. The Company does not engage in hedging
activities with respect to such exchange rate risk. See "Risk Factors -- Risks
Associated with Foreign Operations."

MARKET RISK

The Company does not hold any derivative securities or other market rate
sensitive instruments.

YEAR 2000 COMPLIANCE

The Company relies on its internal computer systems to manage and conduct
its business. The Company also relies, directly and indirectly, on external
systems of business enterprises such as third party manufacturers and suppliers,
customers, creditors and financial organizations, and of governmental entities,
both domestic and internationally, for accurate exchange of data.

Many existing computer programs were designed and developed without regard
for the Year 2000 ("Y2K") and beyond. If the Company or its significant third
party business partners and intermediaries fail to make necessary modifications,
conversions, and contingency plans on a timely basis, the Y2K issue could have a
material adverse effect on the Company's business and financial condition.
Management believes that its competitors face a similar risk. In recognition of
this risk, the Company has established a project team to assess, remediate, test
and develop contingency plans.

State of Readiness

The Company has developed a Y2K plan with the objective of having all of
its information technology ("IT") systems compliant by September 1999. The
Company's significant IT systems include its order management and inventory
system, electronic data interchange ("EDI") system, distribution center
processing system, retail merchandise and point of sale system, financial
applications system, local area network and personal computers. The Company is
currently making Y2K changes to its order management and inventory system and
began testing in April 1999 with implementation targeted for June 1999. The
Company is currently testing its EDI system with implementation planned for July
1999. The Company has completed substantially all Y2K changes to its
distribution center processing system except for upgrading the operating system
to the Y2K version. Upgrade to the Y2K version is part of the Company's on-going
maintenance contract with its vendor. The Company is upgrading the operating
system with implementation targeted for September 1999. The Company's retail
merchandise and point of sale system is currently undergoing an upgrade with
testing and implementation targeted for July 1999. The Company's financial
applications system was upgraded with testing and implementation completed in
May 1999. The system upgrades for the Company's retail and financial application
systems began in 1998 for the purpose of enhancing system functionality to
accommodate the Company's expanding business and related information needs. The
Company's local area network hardware and software providers have advised the
Company that such systems are Y2K compliant. The Company has begun to assess its
personal computers for necessary changes which are anticipated to be completed
by September 1999.

The Company's non-IT systems include security, fire prevention,
environmental control equipment and phone systems. Many of these systems are
currently Y2K compliant. Modification to the remaining systems are expected by
September 1999.

The Company's Y2K project team has begun sending surveys and conducting
formal communications with its significant business partners to determine the
extent to which the Company is vulnerable to those third parties' failure to
remediate their own Y2K issues. This process is expected to continue throughout
1999.

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<PAGE> 39

Risks and Contingency Plans

The Company is not aware of any material operational issues associated with
preparing its internal systems for the Y2K, however, there is no assurance that
there will not be a delay in the implementation. The Company's inability to
implement such systems and changes in a timely manner could have a material
adverse effect on future results of operations, financial condition and cash
flows.

The potential inability of the Company's significant business partners and
intermediaries to address their own Y2K issues remains a risk which is difficult
to assess. The Company is dependent on four key manufacturers located in China
for the production of its footwear. The failure of one or more of these
manufacturers to adequately address their own Y2K issues could interrupt the
Company's supply chain. The inability of port authorities or shipping lines to
address their own Y2K issues could also interrupt the Company's supply chain.
Additionally, the inability of one or more of the Company's significant
customers to become Y2K compliant could adversely impact the Company's sales to
those customers.

The Company is developing contingency plans which may include finding
alternative suppliers, manual interventions and adding increased staffing. There
is no assurance that the Company will correctly anticipate the level, impact or
duration of noncompliance by its significant business partners that provide
inadequate information.

As the Company has not completed evaluations of its significant business
partners' Y2K readiness, the Company is currently unable to determine the most
reasonable likely worst case scenario. The Company will continue its efforts
towards contingency planning throughout 1999.

Costs

The Company estimates its costs associated with becoming Y2K compliant will
be less than $100,000, exclusive of system upgrades incurred in the normal
course of business. Efforts to modify the Company's IT systems have
substantially been performed internally, however, the Company does not
separately track such costs. These costs primarily relate to salaries and wages
which are expensed as incurred.

FUTURE ACCOUNTING CHANGES

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative
Instruments and Hedging Activities ("SFAS No. 133"). SFAS No. 133 modifies the
accounting for derivative and hedging activities and is effective for fiscal
years beginning after June 15, 2000. Since the Company does not presently hold
any derivatives or engage in hedging activities, accordingly SFAS No. 133 should
not impact the Company's financial position or results of operations.

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<PAGE> 40

BUSINESS

The following Business section contains forward-looking statements which
involve risks and uncertainties including, but not limited to, information with
regard to the Company's plans to increase the number of retail locations, and
styles of footwear, the maintenance of customer accounts and expansion of
business with such accounts, the successful implementation of the Company's
strategies, future growth and growth rates and future increases in net sales,
expenses, capital expenditures and net earnings. The words "believes,"
"anticipates," "plans," "expects," "may," "will," "intends," "estimates," and
similar expressions are intended to identify forward-looking statements. These
forward-looking statements involve risks and uncertainties, and the Company's
actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including those set
forth under "Risk Factors" and elsewhere in this Prospectus.

GENERAL

Skechers designs and markets branded contemporary casual, active, rugged
and lifestyle footwear for men, women and children. The Company's objective is
to become a leading source of contemporary casual and active footwear while
ensuring the longevity of both the Company and the Skechers brand name through
controlled, well managed growth. The Company strives to achieve this objective
by developing and offering a balanced assortment of basic and fashionable
merchandise across a wide spectrum of product categories and styles, while
maintaining a diversified, low-cost sourcing base and controlling the growth of
its distribution channels. The Company sells its products to department stores
such as Nordstrom, Macy's, Dillards, Robinson's-May and JC Penney and specialty
retailers such as Genesco's Journeys and Jarman chains, The Venator Group's Foot
Locker and Lady Foot Locker chains, Pacific Sunwear and Footaction U.S.A. The
Company also sells its products both internationally in over 110 countries and
territories through major international distributors and directly to consumers
through 38 of its own retail stores.

The Company has realized rapid growth since inception, increasing net sales
at a compound annual growth rate of 42.4% from $90.8 million in 1994 to $372.7
million in 1998. From 1997 to 1998, the Company experienced a 102.7% and 117.4%
increase in net sales and earnings from operations, respectively. In addition,
for the three months ended March 31, 1999, the Company experienced a 59.9% and
90.8% increase in net sales and earnings from operations, respectively, compared
to the comparable period from the prior year. From 1997 to 1998, the Company
also experienced an improvement in Gross Margin from 37.4% to 41.5% and
Operating Margin from 8.5% to 9.1%. For the three months ended March 31, 1999,
the Company increased its Gross Margin from 37.6% to 38.3% and its Operating
Margin from 4.2% to 5.0% compared to the comparable period from the prior year.
These improvements resulted in part from the shift to offering Skechers product
exclusively and in part from economies of scale.

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<PAGE> 41

INDUSTRY OVERVIEW

The Company competes in the men's, women's and children's markets for
casual and rugged footwear. Management believes that domestic retail sales of
men's and women's footwear in dollar volume were roughly equal in 1998,
representing approximately 46.1% and 44.6% of the retail footwear market,
respectively. The remaining 9.3% was comprised of children's footwear. However,
unit volume was skewed more heavily toward women's and children's footwear,
which represented 51.0% and 18.0%, of the total units sold at retail,
respectively. Men's footwear represented 31.0% of total units sold at retail in
1998. Average industry price points for men's, women's and children's footwear
were approximately $50.88, $29.91 and $17.51, respectively.

Management believes that total retail footwear sales in the United States
during 1998 were approximately $38.8 billion, representing a 2.6% increase over
1997. Of that total, approximately $21.7 billion, or 55.9%, was derived from
sales of casual and rugged shoes, boots and sandals, including hiking and
working boots. Casual footwear retail sales increased to $19.1 billion, or 3.2%,
in 1998 from $18.5 billion in 1997, or 22.6% faster than the rate of the total
footwear market. Rugged footwear retail sales increased 13.0% to $2.6 billion in
1998 from $2.3 billion in 1997 and has grown at a compound annual rate of 24.4%
since 1992. Together, in management's opinion, these two categories will
continue to outpace the overall footwear market, growing at a combined compound
annual rate of 4.9% between 1998 and 2003 as compared to overall annual industry
growth of 3.0%. By 2003, casual and rugged footwear retail sales are projected
to reach $27.6 billion, or approximately 61.5% of the total retail footwear
market. These industry growth rates may not be indicative of the Company's
future growth rate.

Retail sales of performance athletic footwear by comparison have grown at a
compound annual rate of 2.9% from 1992 to 1998 but rose only 2.4% from $12.4
billion in 1997 to $12.7 billion in 1998. Management believes that the growth of
the performance athletic shoe segment will continue to slow and underperform the
overall footwear market, growing only 2.3% per year between 1998 and 2003.
Retail sales of dress footwear declined 4.3%, from $4.6 billion in 1997 to $4.4
billion in 1998, and is expected to continue to decline at a compound annual
rate of 6.8% to $3.1 billion by 2003.

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<PAGE> 42

Management believes that the shift to casual and rugged footwear from dress
shoes and, to a lesser extent, from performance athletic shoes is a result of
several factors. First, management believes that the widespread acceptance of
casual dress in the workplace has had a substantial impact on footwear
purchasing decisions. As this acceptance has spread from casual Fridays to the
entire work week, its impact has increased. Second, management believes that
approximately 80.0% of all athletic footwear purchased in 1996 was worn for
fashion instead of athletic performance purposes. Management believes that the
use of athletic footwear for non-athletic performance purposes has diminished
and that the casual and rugged footwear segment is eroding the market share this
80.0% portion has historically commanded, particularly as specialty retailers
such as Foot Locker, Footaction U.S.A., Finish Line and Athlete's Foot, which
have traditionally focused on athletic footwear, increase their selections of
casual and rugged footwear. Management believes that a recent increase in the
popularity of and marketing emphasis on khaki pants among consumers and apparel
companies, respectively, has accelerated and magnified the fashion shift from
performance athletic to casual and rugged footwear. Third, management believes
that the advent of alternative sports, which do not require traditional athletic
footwear for competition, has propelled a cultural movement among teenagers and
a shift in their cultural icons that have combined to generate a trend toward
alternative footwear. Lastly, management believes that approximately 14.5
million people currently participate in alternative or extreme sports and that
participation rates will increase to approximately 25.0 million by 2001.

According to the U.S. Bureau of the Census, the 12 to 25 year old age
segment of the population was approximately 51.8 million people, or 19.2% of the
total population, in 1998. This age group is projected to grow approximately
80.7% faster than the total U.S. population, from 1998 until 2005, when these
young consumers will represent approximately 20.1% of the U.S. population. 12 to
25 year olds are expected to reach approximately 59.7 million people in 2015.
The U.S. Bureau of the Census also estimates that 15 to 24 year olds generated
incomes of approximately $244.3 billion in 1995, excluding gifts, allowances and
other funding from family members. Management believes that teen income
increased 29% from 1993 to approximately $111.0 billion in 1997. Management
believes that in 1996 approximately $7.7 billion, or 7.1%, of total
expenditures, was spent on footwear. Management further believes that brand is
an important consideration in purchasing decisions among this age group, with
86% of female shoppers and 81% of male shoppers willing to spend more money for
a brand they prefer. The influence of branding becomes apparent on consumers as
young as 15 years old. Total spending by teenagers is expected to reach
approximately $135.9 billion by 2001.

Management believes that this growing demographic is an important target
market within the footwear industry as a whole and within the casual and rugged
segment of that industry in particular. Management also believes that teenagers
and young adults set the prevailing fashion trends of their time and that these
fashion trends are generally widely accepted by older and younger consumers
alike in one form or another.

OPERATING STRATEGIES

The Company's operating strategies are intended to continue to
differentiate the Company from other participants in the casual footwear market
and to provide controlled, well-managed growth. These strategies are as follows.

Offer a Breadth of Innovative Products. The Company offered approximately
900 different styles of footwear generally in three to four different color and
material variations typically in 10 to 12 different sizes during 1998. These
styles span a broad spectrum of product categories ranging from skate and street
sneakers to fashion sneakers, from steel-toe boots with heavy-lugged soles to
casual dress shoes for men, from hiking boots, trail runners and joggers to
platform shoes, boots and sneakers. The Company has developed this breadth of
merchandise offerings in an effort to improve its ability to respond to changing
fashion trends and customer preferences, as well as to limit its exposure to any
single industry participant. Management does not believe that any single
industry

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<PAGE> 43

participant competes directly with the Company across its entire product
offering. Although major new product introductions take place in advance of both
the spring and fall selling seasons, the Company typically introduces new
designs in its existing lines every 30 to 60 days to keep current with emerging
trends.

All of the Company's footwear is designed with an active, youthful
lifestyle in mind. The design team's primary mandate is to design shoes
marketable to the 12 to 25 year old consumer. While these designs are
contemporary in styling, management believes that substantially all of the line
appeals to the broader 5 to 40 year old consumer. Although many of the Company's
shoes have performance features, such as hikers, trail runners, skate sneakers
and joggers, the Company generally does not position its shoes in the
marketplace as technical performance shoes. The Company's principal goal in
product design is to generate new and exciting footwear with contemporary and
progressive style features and comfort enhancing performance features.
Management does not believe that technology is a differentiating factor in
marketing footwear in the casual shoe industry.

Enhance and Broaden the Skechers Brand Name. Management believes that the
strength of the Skechers brand name is a competitive advantage and an integral
part of the Company's success to date. The Company's goal is to continue to
build the recognition of the Skechers name as a casual, active, youthful
lifestyle brand that stands for quality, comfort, durability and design
innovation. The Company's in-house marketing and advertising team has developed
a comprehensive program to promote the Skechers brand name through lifestyle and
image advertising. While all advertisements feature the Company's footwear, the
marketing program is image driven, not product specific. The Company has made a
conscious effort to avoid the association of the Skechers name with any single
category of shoe to provide merchandise flexibility and to aid management's
ability to take the brand and product design in the direction of evolving
footwear fashions and consumer preferences. The Company supports this image
through an advertising program that includes major networks and cable channels
such as MTV, Nickelodeon and ESPN, as well as print advertisements in popular
fashion and lifestyle consumer publications such as Spin, Details, Seventeen,
Rolling Stone, Vibe, GQ and Vogue. The Company also promotes the Skechers brand
name through product placement on a select group of films and popular television
shows. For example, Skechers shoes have been prominently displayed on the
television series Dharma & Greg and referenced in the recently released film 10
Things I Hate About You.

The Company also employs an aggressive point-of-purchase marketing campaign
which includes signage and, in many cases, "in-store shops" within specialty
retail stores and certain department stores. These in-store shops and visual
merchandising of the Company's product and point-of-purchase marketing materials
are monitored and maintained by the Company's field service representatives.
Substantially all of the Company advertising is conceived and designed by its
in-house staff of graphic designers. The Company also enhances its brand image
with its customers through high-profile trade show presentations that feature
fast-paced stage shows set to progressive dance and hip-hop music.

Maximize Strategic Value of Retail Distribution. As of April 30, 1999, the
Company operated 22 concept stores at marquee locations in major metropolitan
cities. These concept stores serve a threefold purpose in the Company's
operating strategy. First, concept stores serve as a showcase for the full range
of the Company's product offerings for the current season, providing the
customer with the entire product story. In contrast, management estimates that
its average retail customer carries no more than 5.0% of the complete Skechers
line. Second, retail locations are generally chosen to generate maximum
marketing value for the Skechers brand name through signage and store front
presentation. These locations include concept stores in Manhattan's Times Square
and Santa Monica's Third Street Promenade. Third, the concept stores provide
rapid product feedback. Management believes that product sell-through
information derived from the Company's concept stores enables the Company's
sales, merchandising and production staff to respond to market changes and new
product introductions. Such responses serve to augment sales and limit the

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<PAGE> 44

Company's inventory markdowns and customer returns and allowances. Management
adjusts its product and sales strategy based upon seven to 14 days of retail
sales information. The Company's concept stores serve as marketing and product
testing venues. As of April 30, 1999, the Company also operated 16 factory and
warehouse outlet stores that enable the Company to liquidate excess,
discontinued and odd-size inventory in a cost-efficient manner. Inventory in
these stores is supplemented by certain first-line styles sold at full retail
price points generally of $60.00 or lower.

Control Growth of Distribution Channels. Management has implemented a
strategy of controlling the growth of the distribution channels through which
the Company's products are sold in order to protect the Skechers brand name,
properly service customer accounts and better manage the growth of the business.
The Company has limited distribution of product to those retailers which
management believes can best support the Skechers brand name in the market.
Management believes that by focusing on the Company's existing accounts, the
Company can deepen its relationships with its existing customers by providing a
heightened level of customer service. Field service representatives work closely
with these accounts to ensure proper presentation of merchandise and
point-of-purchase marketing materials. Sales executives and merchandise
personnel work closely with accounts to ensure the appropriate styles are
purchased for specific accounts and for specific stores within those accounts.
Management believes these close relationships help the Company to maximize their
customers' (i) retail sell-through, (ii) maintained margins and (iii) inventory
turns. Management believes that limiting product distribution to the appropriate
accounts and closely working with those accounts helps the Company to reduce its
own inventory markdowns and customer returns and allowances while maintaining
the proper showcase for the Skechers brand name and product.

Leverage Management Expertise and Infrastructure. The Company's management
and design team collectively possess extensive experience in the footwear
industry. Robert and Michael Greenberg, the Chairman of the Board and President,
respectively, founded the Company in 1992. Prior to that time, Robert Greenberg
had co-founded L.A. Gear and, together with a management team which included
Michael Greenberg, was instrumental in L.A. Gear's growth until his resignation
in early 1992. The Greenbergs are joined on the management team by several
design, merchandise, production and marketing executives with experience at a
broad range of industry participants, including: Macy's, Foot Locker, Pentland
Group PLC, The Stride Rite Corporation, and Track 'n Trail, as well as L.A.
Gear. Management believes this core group comprises an effective and efficient
management and design team with the experience to recognize and respond to
emerging consumer trends and demands.

GROWTH STRATEGIES

The Company's growth strategies are to (i) expand product offerings, (ii)
increase penetration of existing domestic accounts, (iii) open new retail stores
and pursue other direct sales channels, (iv) expand international operations and
(v) selectively license the Skechers brand name.

Expand Product Offerings. The Company continually seeks to develop new
styles in existing categories and enter new product categories in an effort to
grow net sales and earnings. In keeping with this strategy, the Company has been
working to introduce new styles in its existing men's and women's categories.
Such new styles include the men's Jammer in May 1998 and the women's Blaster in
November 1997. The Company has also launched several new product categories over
the

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past year including: Skechers Sport, which includes joggers and court shoes;
Skechers Collection, a men's line featuring dress casual shoes designed to
complement a young man's evening attire; Sity by Skechers, a men's line
featuring newly introduced stylish urban footwear; and Skechers Lights, a
children's line which features motion- and contact-activated lights in the
outsole and other areas of the shoes.

Increase Penetration of Existing Domestic Accounts. Management's goal is to
continue to increase net sales and earnings by expanding the number of styles
carried by its existing accounts, increasing the retail sell-through of existing
accounts and opening new locations with existing accounts. Between 1993 and
1998, the number of accounts which carry Skechers' products increased from
approximately 50 to approximately 2,200. In addition, the nature of the account
base has transitioned in the direction of larger accounts with multiple stores,
resulting in substantially higher sales per account. The Company's strategy is
to continue to better serve these accounts and grow within the existing account
base so that the Company's products will be more fully represented in existing
retail locations and new locations within each account. This growth strategy is
expected to be augmented as specialty retail accounts continue to open new
locations of their own. In addition to increasing its penetration of existing
accounts, the Company intends to selectively open new accounts in the future in
an effort to enhance the Company's image and increase net sales and earnings.

Open New Retail Stores and Pursue Other Direct Sales Channels. The
Company's retail stores accounted for approximately 7.4% and 8.6% of net sales
for 1998 and the three months ended March 31, 1999, respectively. The Company
plans to increase the number of retail locations in the future in an effort to
further its strategic goals as well as to increase net sales and net earnings.
The Company plans to open at least two new concept stores and three new outlet
stores in the remainder of 1999. In addition, the Company launched its first
direct sales effort through the introduction of the Skechers mail-order catalog
in the third quarter of 1998. The initial mail-order catalog included 30 styles
each of the Company's men's and women's line. The catalog is supplemented by the
Company's Internet website skechers.com which also allows customers to purchase
the same styles over the Internet. Management believes that these new
distribution channels may present attractive long-term opportunities with
minimal near-term costs.

Expand International Opportunities. Although the Company's primary focus is
on the domestic market, the Company presently markets its product in countries
in Europe, Asia and selected other foreign regions through distributorship
agreements. For the year ended December 31, 1998 and the three months ended
March 31, 1999, approximately 9.1% and 10.7% of the Company's net sales were
derived from its international operations, respectively. The Company's goal is
to increase sales through distributors by heightening the Company's marketing
support in these countries. In 1998, the Company launched its first major
international advertising campaign in Europe and Asia. This advertising program
is designed to establish Skechers as a global brand synonymous with casual
shoes. In an effort to increase profit margins on products sold internationally
and more effectively promote the Skechers brand name, the Company is exploring
selling directly to retailers in certain European countries in the future. In
addition, the Company is exploring selectively opening flagship retail stores
internationally on its own or through joint ventures.

Selectively License the Skechers Brand Name. Management believes that
selective licensing of the Skechers brand name to non-footwear-related
manufacturers may broaden and enhance the Skechers image without requiring
significant capital investments or the incurrence of significant incremental
operating expenses by the Company. The Company currently has licensing
agreements internationally for apparel with Life Gear Corporation in Japan and
for footwear with Pentland Group PLC in the United Kingdom. The Company also has
a licensing agreement domestically for bags, including backpacks, purses and
waist packs, with Signal Products, Inc. for distribution to Federated Department
Stores and JC Penney's. Management intends to be selective in pursuing licensing
business. Management believes that revenues from licensing agreements will not
be a

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material source of growth for the Company in the near term; however, management
believes that licensing arrangements may present attractive long-term
opportunities with minimal near-term costs.

FOOTWEAR

Skechers offers men's, women's and children's footwear in a broad range of
styles, fabrics and colors. The Company offers a broad selection of merchandise
in an effort to maximize its ability to respond to changing fashion trends and
consumer preferences as well as to limit its exposure to any specific style. For
1998, 42.1%, 42.2% and 15.7% of gross sales at wholesale were derived from
men's, women's and children's footwear, respectively. For the three months ended
March 31, 1999, 38.0%, 45.1% and 16.9% of gross sales at wholesale were derived
from men's, women's and children's footwear, respectively. For the year ended
December 31, 1998, the Company offered approximately 900 different styles of
footwear. Management believes that a substantial portion of the Company's gross
sales were generated from styles which management considers basic. No single
style accounted for more than 5.0% of gross wholesale sales in 1998 or the three
months ended March 31, 1999.

Men's Footwear

The Company's introduced its first men's footwear line with the Skechers
brand name in June 1993. Since that time, the Company has expanded its product
offerings and grown its net sales of Skechers men's footwear while substantially
increasing the breadth and penetration of its account base. During 1998, the
Company marketed approximately 360 styles of men's footwear, generally ranging
its size from 6 1/2 to 13 in five major groups: (i) Casuals, (ii) Active Street
Footwear, (iii) Utility Boots, (iv) Hikers and (v) Sandalized Footwear.

Casuals. The Company's Casuals footwear group includes four categories: (i)
Sport Utility, (ii) Classics (iii) Skechers Collection and (iv) Sity by
Skechers. The Sport Utility category includes boots and shoes that have a
rugged, less refined design with industrial-inspired fashion features. This
category is defined by the heavy-lugged outsole and value-oriented materials
employed in the uppers. Uppers are typically constructed of oiled suede and
"Crazy Horse" or distressed leathers which enhance the rugged appearance of the
boots and oxfords of this category. The Company designs and prices this category
to appeal primarily to a younger men's target customer with broad acceptance
across age groups. Suggested retail price points range from $45.00 to $65.00 for
this category.

The Classics category includes comfort oriented design and performance
features. Boots and shoes in this category employ softer outsoles which are
often constructed of polyvinyl carbon ("PVC"). The more refined design of this
footwear employs better grades of leather and linings than those used in the
Company's Sport Utility boots and shoes. Uppers are generally constructed of
grizzly leather or highly-finished leather that produces a waxy shine. Designs
are sportier than the Sport Utility category and feature oxfords, wingtips,
monkstraps, demi-boots and boots. Suggested retail price points range from
$70.00 to $85.00 for this category.

The Skechers Collection category, which was introduced in 1998, features
dress casual shoes designed to complement a young man's evening attire. This
category features more sophisticated designs influenced, in part, by prevailing
trends in Italy and other European countries. As such, this footwear is more
likely than other categories to be sourced from Italy and Portugal. Outsoles
project a sleeker profile, while uppers are constructed of glossy, "box" leather
and aniline, resulting in a highly polished appearance. Designs include
monkstraps, wingtips, oxfords, cap toes and demi-boots and often feature
blind-eyelets to enhance the sophisticated nature of the styling. Suggested
retail price points range from $85.00 to $100.00 for this category.

The Sity by Skechers category, which was introduced in early 1999, features
men's stylish urban footwear. The line includes dress casuals, casuals, boots,
sneakers and athletic shoes for the fashion-forward consumer. Designs are more
diverse than the Sport Utility or Skechers Collection categories

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and feature boots, sneakers, oxfords and moccasins. Suggested retail price
points range from $70.00 to $100.00 for this category.

Active Street Footwear. The Company's Active Street footwear group includes
Street Sneakers and Skechers Sport. Skechers Street Sneakers primarily include
low-profile skate sneakers, low-profile and mid-cut sport utility sneakers with
industrial-inspired styling and court/gym shoe-inspired street shoes. Outsoles
typically are molded rubber or thermo plastic rubber ("TPR") and, in the case of
sport utility sneakers, may feature lugged configurations. Uppers are typically
constructed of split suede. While these designs are athletic inspired in
general, with the exception of certain skate sneakers, they include few, if any,
of the typical technical performance features in today's popular athletic shoes.
Certain of the Company's skate sneakers are designed with the technical
performance features necessary for competitive level skateboarding. This
category is designed to appeal to the teenager whose casual shoe of choice is a
skate or street sneaker and is intended to be retailed most heavily through
specialty casual shoe stores and department stores. Suggested retail price
points range from $40.00 to $55.00 for this category.

The Skechers Sport category includes joggers, trail runners, sport hikers
and cross-trainers inspired multi-functional shoes. The Company distinguishes
its Skechers Sport category by its technical performance inspired looks;
however, generally the Company does not promote the technical performance
features of these shoes. Skechers Sport footwear includes comfort performance
not available in the Street Sneaker category. The Skechers Sport designs are
light-weight constructions that include cushioned heels, polyurethane mid-soles,
phylon and other synthetic outsoles and white leather or synthetic uppers such
as durabuck and cordura and ballistic nylon mesh. The Skechers Sport features
electric and technically inspired hues more prominently than it does the
traditional athletic white. Skechers Sport is most heavily marketed through
traditional athletic footwear specialty retailers. Suggested retail price points
range from $55.00 to $70.00 for this category.

Utility Boots. The Company's Utility boot group consists of a single
category of boots that are designed to meet the functional demands of a work
boot but are marketed as casual footwear. The outsoles of this category are
designed to be durable and wearable with Goodyear welted, hardened rubber
outsoles. Uppers are constructed of thicker, better grades of heavily oiled
leathers. Utility boots may include steel toes, water-resistant or water-proof
construction and/or materials, padded collars and Thermolite insulation. Styles
include logger boots and demi-boots, engineer boots, motorcycle boots and six-
and eight-eyelet work boots. Suggested retail price points range from $80.00 to
$100.00 for this category.

Hikers. The Company's Hiker group consists of a single category of boots
and demi-boots that include many comfort and technical performance features that
distinguish this footwear as Hikers. The Company markets this footwear primarily
on the basis of style and comfort rather than on technical performance. However,
many of the technical performance features in the Hikers contribute to the level
of comfort this footwear provides. Outsoles generally consist of molded and
contoured hardened rubber. Many designs may include gussetted tongues to prevent
penetration of water and debris, cushioned mid-soles, motion control devices
such as heel cups, water-resistant or water-proof construction and materials and
heavier, more durable hardware such as metal D-rings instead of eyelets. Uppers
are generally constructed of heavily oiled newbuck and full-grain leathers.
Suggested retail price points range from $55.00 to $100.00 for this category.

Sandalized Footwear. The Company's Sandalized footwear features open-toe
and open-side constructions consistent with the Company's offering in the Sport
Utility, Classics, Skechers Collection and Skechers Sport categories of
footwear. Such footwear includes fisherman's sandals, shower sandals, beach
sandals, slides, comfort-oriented land sandals and technically-inspired water
sport sandals. Sandalized footwear includes both leather and synthetic
constructions and may feature suede footbeds with form-fitting mid-soles. The
Company typically delivers its Sandalized

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footwear to retailers from February to August. Suggested retail price points
range from $20.00 to $60.00 for this category.

Women's Footwear

The Company began emphasizing the marketing and product offerings of its
women's footwear line in early 1996. The women's product offerings are organized
in four major groups: (i) Casuals, (ii) Active Street Footwear, (iii) Utility
Boots and (iv) Sandalized Footwear. Skechers women's line differs from the men's
product offerings in that it is more seasonal and fashion oriented. The Company
builds all of its women's shoes with lasts and molds specifically designed for
women, which management believes distinguishes the Company from most athletic
shoe companies and certain unisex casual footwear companies. The women's line
includes a broader array of construction for bottoms which include several
different heights. During 1998, the Company marketed approximately 320 styles of
women's footwear, generally ranging in size from 5 to 11.

Casuals. The Company's Casuals footwear group includes two categories,
Sport Utility and Classics. Sport Utility footwear includes many of the same
design features as the Sport Utility category for men, but vary more widely in
the fabrication and coloration of uppers, as well as the height and construction
of the outsoles. Outsoles may feature raised bottoms with varying heel heights
and may be constructed of ethyl vinyl acetate ("EVA"). Suggested retail price
points range from $40.00 to $55.00 for this category.

The Classics category includes comfort-oriented design and performance
features much like the men's Classics category. Boots and shoes in this category
of women's footwear are offered in a broader array of upper fabrications and
colorations than men's Classics. While these shoes and boots do not feature
higher heels, outsole constructions may be thicker or higher than the men's
Classics category. In addition to oxfords, wingtips, monkstraps, demi-boots and
boots similar to those featured in the men's Classics category, the women's
Classics category also features mary janes. Suggested retail price points range
from $55.00 to $70.00 for this category.

Active Street Footwear. The Company's Active Street footwear group includes
Street Sneakers and Skechers Sport. Women's Street Sneakers differ from the
men's Street Sneakers in four significant ways: (i) variations in outsole
configuration, (ii) emphasis on combinations of high-tech and synthetic fabrics,
(iii) emphasis on canvas and (iv) the absence of a competitive skate shoe
product for women. The women's Street Sneakers are offered in four basic outsole
configurations: (i) low profile sneakers such as the Street Cleat, (ii) high
profile sneakers such as the Womper, (iii) hyper-wedges such as the Blaster and
(iv) platform sneakers such as the Fatsoles. The women's line offers a broader
array of coloration and fabrication of uppers and typically emphasizes
combinations of different fabrications to make a more bold lifestyle statement
than the men's Street Sneaker collection.

Within the Street Sneaker category, the women's line places particular
emphasis on canvas uppers. These canvas sneakers are available in a broad array
of vivid colors; however, white dominates the canvas sneaker style in sales.
Management believes the fuller color palette in canvas is necessary to allow
retailers to merchandise these styles effectively and to properly convey the
Skechers brand image to the consumer. Canvas Street Sneakers carry suggested
retail price points of $30.00 to $45.00 for this category. Management believes
that these affordable price points contribute to the attractiveness of the more
colorful Canvas Street Sneakers as impulse purchases. Suggested retail price
points for Street Sneakers, other than in canvas, range from $40.00 to $60.00
for this category.

The Skechers Sport category for women differs from the Skechers Sport
category for men primarily in the variety of colors and fabrics comprising the
uppers. While some height variation occurs in the outsoles, such variation is
not as frequent, severe or diverse as in the case of the Street Sneakers.
Suggested retail price points range from $40.00 to $60.00 for this category.

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Utility Boots. The women's Utility Boot group differs from the men's
Utility Boot group in three primary ways: (i) outsoles may be raised and may
have higher heels, (ii) uppers may be constructed of softer leather such as
oiled newbuck and (iii) the Utility Boot category for women includes women's
hikers which is not yet significant enough to warrant its own group. Suggested
retail price points for this group range from $40.00 to $85.00 for this
category.

Sandalized Footwear. Women's Sandalized Footwear consists of three
categories: (i) Surf and Sand Sandals, (ii) Active Lifestyle Sandals and (iii)
Comfort Sandals. Surf and Sand Sandals feature raised outsoles with wedge or
platform configurations and are often constructed from EVA. Footbeds emphasize
visual design patterns and colorations and may be constructed from synthetics
such as Neoprene. Active Lifestyle Sandals are opened-up interpretations of many
of the styles offered in the women's Street Sneaker category. Active Lifestyle
Sandals include the four outsole configurations featured on the Street Cleat,
Womper, Blaster and Fatsoles. Uppers typically feature synthetic fabrications.
Comfort Sandals are opened-up interpretations of the women's Classics category.
Uppers are constructed of similar leathers as the Classics category with
contoured, cushioned suede footbeds. Suggested retail price points range from
$25.00 to $55.00 for this category.

Children's Footwear

In early 1996, the Company substantially increased its product offerings
and marketing focus on its children's footwear line and during 1998 offered
approximately 220 styles of Skechers footwear designed for infants, young boys
and girls and pre-teens, ranging in sizes from infant size 3 to boys size 6. The
children's line features a range of products including boots, shoes and sneakers
that reflect the Skechers level of design and quality. The Skechers children's
line is comprised primarily of shoes that are designed like their adult
counterparts but in "takedown" versions, so that the younger set can wear the
same popular styles as their older siblings and schoolmates. This "takedown"
strategy maintains the integrity of the product in the premium leathers,
hardware and outsoles without the attendant costs involved in designing and
developing new products. In addition, the Company also adapts current fashion
from the Company's men's and women's lines by modifying designs and choosing
colors and materials that are more suitable to the playful image Skechers has
established in the children's footwear market. The Company recently launched its
Skechers Lights category, which is a new line of lighted footwear combining
sequencing patterns and lights in the outsole and other areas of the shoes.
Skechers' children's footwear is currently offered at domestic retail prices
ranging from $25.00 to $50.00 per pair.

PRODUCT DESIGN AND DEVELOPMENT

The Company's principal goal in product design is to generate new and
exciting footwear with contemporary and progressive styles and comfort enhancing
performance features. The Company designs most new styles to be fashionable and
marketable to the 12 to 25 year old consumer, while appealing to the broader 5
to 40 year old age consumer, with the goal that the majority of the styles will
become basic. The sale of basic products funds the Company's design efforts and
allows it to introduce more progressive styles which improve brand recognition
and enhance the Company's image as being in the forefront of emerging lifestyle
trends. While many of the Company's shoes have performance features, the Company
generally does not position its shoes in the marketplace as technical
performance shoes.

The footwear design process typically begins about nine months before the
start of a season. Skechers offers a spring and fall line and typically
introduces new styles in its existing lines every 30 to 60 days to keep current
with emerging trends. Skechers' products are designed and developed by the
Company's in-house staff. The Company also utilizes outside design firms on an
item-specific basis to supplement its design efforts. Separate design teams
focus on each of the men's, women's and children's categories, reporting to the
Company's Vice President, Design, who has over nine years' experience in
footwear design. The design process is extremely collaborative; members of the
design staff meet weekly with the heads of retail and merchandising, sales and
production and

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sourcing to further refine the Company's products in order to meet the
particular needs of the Company's markets.

Management believes that its product success is related in large part to
its ability to recognize trends in the footwear markets and to design products
which anticipate and accommodate consumers' ever-evolving preferences. The
Company strives to analyze, interpret and translate current and emerging
lifestyle trends affecting today's youthful culture into progressive footwear
styles. Lifestyle trend information is compiled by Skechers' designers through
various methods designed to monitor changes in culture and society, including
(i) review and analysis of modern music, television, cinema, clothing,
alternative sports and other trend-setting media, (ii) travel to domestic and
international fashion markets to identify and confirm current trends, (iii)
consultation with the Company's retail customers for information on current
retail selling trends, (iv) participation in major footwear trade shows to stay
abreast of popular brands, fashions and styles and (v) subscription to various
fashion and color information services. In addition, a key component of
Skechers' design philosophy is to continually reinterpret both its basic and
current successful styles in the Skechers image. In the Company's experience,
reinterpreted styles often sell well due to a combination of a level of
familiarity with the target customer group and new design features which create
renewed interest. The Company closely monitors sales to key retail customers, as
well as Skechers' own retail stores, to identify current popular styles which
may be subject to reinterpretation.

After the design team arrives at a consensus regarding the fashion themes
for the coming season, the group then translates these themes into Skechers
products. These interpretations include variations in product color, material
structure and decoration, which are arrived at after close consultation with the
Company's production department. Prototype blueprints and specifications are
created and forwarded to the Company's prototype manufacturers located in
Taiwan, which then forward design prototypes back to the Company's domestic
design team approximately two to four weeks after initial receipt. New design
concepts are often also reviewed by the Company's major retail customers. This
customer input not only allows the Company to measure consumer reaction to the
Company's latest designs, but also affords the Company an opportunity to foster
deeper and more collaborative relationships with these customers. The Company's
design team can easily and quickly modify and refine a design based on this
development input.

The Company occasionally orders limited production runs which may initially
be tested in Skechers' concept stores. By working closely with store personnel,
the Company obtains customer feedback that often influences product design and
development. Management believes that sales in Skechers' retail stores can help
forecast sales in national retail stores. The Company is able to determine
within seven to 14 days after initial introduction of a product whether there is
substantial demand for the style, thereby aiding the Company in its sourcing
decisions. Styles which have substantial consumer appeal are highlighted in
upcoming collections or offered as part of the Company's periodic style
offerings. The ability to initially test its products allows Skechers to
discontinue less popular styles after only a limited production run which
affords the Company an indicator of future production and a hedge to fashion
risks. Also, the Company monitors five and 10 weeks trailing trends of orders of
its retail account base in order to manage future production of styles that are
increasing or decreasing in popularity. Generally, the production process takes
approximately six months from design concept to commercialization.

MARKETING

The Company's marketing focus is to maintain and enhance recognition of the
Skechers brand name as a casual, active youthful brand that stands for quality,
comfort and design innovation. Senior management is directly involved in shaping
the Company's image and its advertising and promotional activities. The
conception, development and implementation of most aspects of Skechers men's,
women's and children's marketing efforts are overseen by a six person committee
headed by Robert and Michael Greenberg. Towards this end, the Company endeavors
to spend between 8.0% and 10% of net sales in the marketing of Skechers footwear
through an integrated effort of

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advertising, promotions, public relations, trade shows and other marketing
efforts, which the Company believes substantially heightens brand awareness.

Advertising. Substantially all of the Company's advertising is conceived
and designed by Skechers' in-house staff. By retaining its advertising functions
in-house, management believes that the Company is able to maintain a greater
degree of control over both the creative process and the integrity of the
Skechers brand image, while realizing substantial cost savings compared to using
outside agencies.

Management believes that the Company's success to date is due in large part
to its advertising strategies and methods. The Company's in-house marketing and
advertising team has developed a comprehensive program to promote the Skechers
brand name through lifestyle and image advertising. While all advertisements
feature the Company's footwear, Skechers' advertising generally seeks to build
and increase brand awareness by linking the brand to youthful, contemporary
lifestyles and attitudes rather than to market a particular footwear product.
The Company has made a conscious effort to avoid the association of the Skechers
name with any single category of shoe to provide merchandise flexibility and to
aid the ability to take the brand and product design in the direction of
evolving footwear fashions and consumer preferences.

The Company uses a variety of media for its national advertising. Print
efforts are represented by one or two page collage features in popular fashion
and lifestyle consumer publications that appeal to the Company's target customer
group, such as Spin, Details, Seventeen, GQ, Vibe, Rolling Stone, Vogue and many
others. The Company utilizes experienced graphic designers and styling teams
that work closely with professional fashion photographers to present the
Skechers image in a visually stimulating way. Skechers' progressive television
advertisements are primarily created in-house and air frequently on top
television shows on the major networks and on cable channels including MTV,
Nickelodeon, Comedy Central, ESPN and BET. Different advertisements are created
for each of the 5 to 9, 10 to 24 and 25 to 35 year old consumer groups. The
Company's in-house media buyer strategically selects during which program and in
which geographic area certain Skechers commercials will air in order to reach
the appropriate target audience. Radio spots often feature national celebrities
and are aired during national syndicated radio shows to appeal to a wider
audience.

The Company also participates with its retail customers in cooperative
advertising programs intended to take the brand awareness created by the
national print advertising and channel it to local retailers where consumers can
buy the Company's products. This advertising includes local advertising on
radio, television and newspaper, as well as Company participation in major
catalogs for retailers such as Macy's, Nordstrom, Bloomingdale's and Victoria's
Secret. The Company's co-op efforts are intended to maximize advertising
resources by having its retailers share in the cost of promoting the Company's
brands. Also, the Company believes that co-op advertising encourages the
retailer to merchandise the brands properly and sell them aggressively on the
sales floor.

Promotions. Skechers' in-house promotions department is responsible for
building national brand name recognition. Teaming up with national retailers and
radio stations, the promotions department is responsible for cross promotions,
which help draw customers to retail store locations. This department also
sponsors alternative sporting and entertainment events and coordinates a group
of extreme sport athletes such as skateboarders who make promotional
appearances, wear the Company's footwear exclusively and help increase overall
consumer awareness of the Skechers brand.

Public Relations. The Company's in-house public relations department is
responsible for increasing Skechers' media exposure. The department communicates
the Skechers image to the public and news media through the active solicitation
of fashion editorial space, arranging interviews with key Company personnel and
coordinating local publicity and special events programs for the Company,
including celebrity appearances and fashion shows. With its strategy tied to
promoting the newest styles produced by the product development team, Skechers'
products are often featured in fashion and pop culture magazines and on a select
group of films and popular

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television shows. For example, Skechers shoes have been prominently displayed on
the television series Dharma & Greg and referenced on the recently released film
10 Things I Hate About You.

Trade Shows. To showcase the Skechers product to footwear buyers, the
Company exhibits at more than 20 trade shows worldwide, including all leading
industry shows. The Company prides itself on having innovative and dynamic
exhibits on the show floor. Designed by an in-house architect, the Company's
state-of-the-art trade show exhibits feature the latest products and provide a
stage for Skechers' internally developed music-video-style dance and stage shows
featuring progressive music and nightclub lighting.

Other. The Company's in-house display merchandising department supports
retailers and distributors by developing point-of-purchase advertising to
further promote its products in stores and to leverage the brand recognition at
the retail level. This group is supplemented by several part-time employees who
act as field service representatives. This department coordinates with the
Company's sales department to ensure better sell-through at the retail level.
Company representatives communicate with and visit their customers on a regular
basis to aid in the proper visual display of Skechers merchandise and to
distribute and display such point-of-purchase items as signage, packaging,
displays, counter cards, banners and other visual merchandising displays. These
materials mirror the look and feel of the national print advertising in order to
reinforce brand image at the point-of-purchase. Management believes these
efforts help stimulate impulse sales and repeat purchases.

Certain of the Company's retail accounts feature "in-store shop" formats in
which the Company provides fixtures, signage and visual merchandise assistance
in a dedicated floor space within the store. The design of the shops utilizes
the distinctive Skechers advertising to promote brand recognition and
differentiate Skechers' presence in the store from that of its competition. The
installation of these shops enables the Company to establish premium locations
within the retailers and management believes it aids in increased sell-through
and higher maintained margins for the Company's customers.

In August 1998, the Company launched its initial product mail-order
catalog. This full-color brochure was sent to more than 500,000 households,
including approximately 350,000 names on the Company's own mailing list. Two
subsequent catalog mailings have been completed to more than 900,000 households,
during which time the Company's own mailing list has grown to more than 600,000
names. The current mail-order catalog includes approximately 100 styles of the
Company's men's and women's line. The catalog reflects the Skechers image
featuring colorful, eye-catching layouts and younger models. The catalog was
created and produced in-house by the Company's designers, with the assistance of
professional fashion photographers and production artists. The catalog lists a
broad assortment of Skechers footwear and affords customers the ability to order
products telephonically or via mail. The catalog references a toll-free Skechers
number to provide customer assistance, including the location of the Skechers'
retail stores and selected other retail locations offering the Company's
products.

The Company also promotes its brand image through its website on the World
Wide Web to customers who directly access the Internet. This website currently
enables the Company to present information on Skechers' history, products and
store locations to consumers. The website is interactive, affording customers
the ability to directly order products on the Internet and to allow the Company
to receive and respond directly to customer feedback. The website features the
Skechers current mail-order catalog, photos, interviews and information on
Company-sponsored events and associated content designed to attract visitors to
the site. The Company's website and mail-order catalog are intended to enhance
the Skechers brand without the associated costs of advertising.

SALES

The Company seeks to enhance its brand image by controlling the
distribution channels for its products based on criteria which include the image
of the retailer and its ability to effectively

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promote and display the Company's products. In addition, management has
implemented a strategy of controlling the growth of the distribution channels
through which the Company's products will be sold in order to protect the
Skechers brand name, properly service customer accounts and better manage the
growth of the business. The Company has limited distribution of its products to
those retailers it believes can best support the Skechers brand name in the
market.

To accomplish this, the Company has continued to broaden its product line
in an effort to reach a larger consumer base and to improve and enhance its
customer service. The Company intends to continue to leverage its reputation for
quality products and its relationships with retailers through, among other
things, the introduction of new styles in its existing and also new categories
of footwear. Also, the Company believes it enhances its position with retailers
through its in-stock inventory program. This program increases the availability
of Skechers' best-selling products, which management believes has contributed to
more consistent product flow to its retail customers and an increased ability to
respond to reorder demand.

The Company currently has 70 in-house sales and two exclusive independent
sales representatives. The Company also has 14 in-house customer service
employees. The sales force is segregated into men's, women's and children's
divisions. The men's and women's division each has a western, midwestern and
eastern regional sales manager, while the children's division is headed by a
children's national sales manager. Each of these sales managers reports to the
Company's Vice President, Sales, who has over 15 years of experience in the
footwear industry. Each of the sales staff and independent sales representatives
are compensated on a salary plus commission basis; none of the representatives
sell competitive products. Senior management, specifically Michael Greenberg, is
actively involved in selling to and maintaining relationships with Skechers'
major retail accounts. For the year ended December 31, 1998 and the three months
ended March 31, 1999 the top five sales persons accounted for 39.8% and 28.8% of
the Company's net sales, respectively. One of these salespersons generated 17.9%
and 10.7% of the Company's net sales for the year ended December 31, 1998 and
the three months ended March 31, 1999, respectively.

The Company's primary customers are department stores and specialty
retailers. During 1998, Skechers sold to more than 2,200 retail accounts
representing in excess of 10,000 storefronts, including Nordstrom, Macy's,
Dillards, Robinson's-May and JC Penney and specialty retailers such as Genesco's
Journeys and Jarman chains, The Venator Group's Foot Locker and Lady Foot Locker
chains, Pacific Sunwear and Footaction U.S.A. During the year ended December 31,
1998 and the three months ended March 31, 1999, the Company's net sales to its
five largest customers accounted for approximately 34.8% and 25.3% of total net
sales, respectively. For the year ended December 31, 1998, The Venator Group
represented 11.8% of the Company's net sales. Other than the foregoing, no one
customer accounted for 10.0% or more of the Company's net sales for either
period.

The Company is committed to achieving customer satisfaction and to building
a loyal customer base by providing a high level of knowledgeable, attentive and
personalized customer service. The Company's sales and field service personnel
coordinate with retail customers to determine the inventory level and product
mix that should be carried in each store in an effort to help retail sell-
through and enhance the customer's product margin. Such information is then used
as a basis for developing sales projections and product needs for such
customers. In addition, Skechers' sales personnel work closely with their
customers in monitoring their inventory levels, which assists the Company with
scheduling production. The Company's field service representatives coordinate
with the sales department to work with the retailer to ensure that the Company's
products are appropriately displayed. Further support is provided through the
availability of EDI and co-op advertising. See "-- Distribution." Management
believes that limiting product distribution to the appropriate accounts and
closely working with those accounts helps the Company to reduce its own
inventory markdowns and customer returns and allowances, while maintaining the
proper showcase for the Skechers brand name and product.

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SOURCING

Skechers products are produced by independent contract manufacturers
primarily located in China and to a lesser extent, in Macau, Korea, Mexico,
Romania, Italy, Portugal and Taiwan. For the year ended December 31, 1998 and
the three months ended March 31, 1999, 95.5% and 93.6% of the Company's products
were manufactured in China, respectively. The Company does not own or operate
any manufacturing facilities. Management believes the use of independent
manufacturers increases its production flexibility and capacity while at the
same time substantially reducing capital expenditures and avoiding the costs of
managing a large production work force. While the Company has long standing
relationships with many of its manufacturers and believes its relationships to
be good, there are no long-term contracts between the Company and any of its
manufacturers.

To safeguard product quality and consistency, the Company oversees the key
aspects of the production process. Monitoring is performed domestically by the
Company's in-house production department and in Asia through a 50-person staff
working in China and out of the Company's office in Taiwan. Management believes
the Company's Asian presence allows Skechers to negotiate supplier and
manufacturer arrangements more effectively and ensure timely delivery of
finished footwear. In addition, the Company requires its manufacturers to
certify that neither convict, forced, indentured labor (as defined under U.S.
law) nor child labor (as defined by the manufacturer's country) was used in the
production process, that compensation will be paid according to local law and
that the factory is in compliance with local safety regulations.

The Company oversees the key phases of production from initial prototype
manufacture through initial production runs to final manufacture. Manufacturers
are selected in large part on the basis of the Company's prior experience with
the manufacturer and the amount of available production capacity. The Company
attempts to monitor its selection of independent factories to ensure that no one
manufacturer is responsible for a disproportionate amount of the Company's
merchandise. In addition, the Company seeks to use, whenever possible,
manufacturers that have previously produced the Company's footwear, which the
Company believes enhances continuity and quality while controlling production
costs. The Company generally limits product orders to 30.0% or less of that
manufacturer's total production at any one period of time. In addition, the
Company sources product for styles that account for a significant percentage of
the Company's net sales from at least three different manufacturers. For the
year ended December 31, 1998, the top four manufacturers of the Company's
products accounted for 15.4%, 14.2%, 12.1% and 10.4% of total purchases,
respectively. For the three months ended March 31, 1999, the top four
manufacturers of the Company's products accounted for 15.8%, 14.0%, 13.2% and
10.0% of total purchases, respectively. Other than the foregoing, no one
manufacturer accounted for 10.0% or more of the Company's total purchases for
either period. To date, the Company has not experienced difficulty in obtaining
manufacturing services.

Management believes that quality control is an important and effective
means of maintaining the quality and reputation of its products. The Company's
quality control program is designed to ensure that finished goods not only meet
with Company established design specifications, but also that all goods bearing
its trademarks meet the Company's standards for quality. Quality control
personnel perform an array of inspection procedures at stages of the production
process, including examination and testing of (i) prototypes of key products
prior to manufacture, (ii) samples and materials prior to production and (iii)
final products prior to shipment. The Company employees are on-site at each of
Skechers' major manufacturers to oversee in person key phases of production. The
Company employees and agents also make other unannounced visits to the
manufacturing sites to further monitor compliance with Skechers' manufacturing
specifications.

Skechers' on-site quality control program is also designed to provide
greater flexibility in the design and production process. Since Skechers reviews
many new design concepts with major retail customers, it is able to receive
direct feedback as to what changes, if any, in the design specification of a
particular style should be made prior to initial production runs. This input
often can be quickly

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translated into design modifications which are directed in Asia by the Company's
on-site staff. As a result, the Company is more responsive to customer needs.

The Company maintains an in-stock position for selected styles of footwear
in order to minimize the time necessary to fill customer orders. In order to
maintain an in-stock position, the Company places orders for selected footwear
with its manufacturers prior to the time the Company receives customers' orders
for such footwear. In order to reduce the risk of overstocking, the Company
seeks to assess demand for its products by soliciting input from its customers
and monitoring retail sell-through. In addition, the Company analyzes historical
and current sales and market data to develop internal product quantity forecasts
which helps reduce inventory risks.

SKECHERS' RETAIL STORES

The Company's retail stores are an important component of its product
marketing and development strategies and provide distinctive environments in
which to merchandise and sell the Skechers product line. The Company's own
retail operations are overseen by the Company's Vice President, Retail and
Merchandising, who has approximately 20 years of experience in retail footwear.
The Company's retail stores consist of free-standing and conventional mall
concept stores and factory and warehouse outlet stores. For the year ended
December 31, 1998 and the three months ended March 31, 1999, approximately 7.4%
and 8.6% of net sales were generated by the Company's retail stores,
respectively.

Concept Stores

The Company's concept stores serve as a showcase for the Company's products
and are an integral part of the Company's strategy for building the Skechers
brand. The Company's strategy is to focus on opening concept stores primarily in
marquee sites in key urban, high-traffic, visible locations in major
metropolitan cities throughout the United States in an effort to enhance
national brand recognition. Retail locations are generally chosen to generate
maximum marketing value for the Skechers brand name through signage and store
front presentation. These locations include concept stores in Manhattan's Times
Square and Santa Monica's Third Street Promenade. The Company believes that as a
result of its ability to control the visual presentation and product assortment
in its concept stores, these stores help build brand awareness and introduce
consumers to a broad range of Skechers products. Also, the concept stores
provide rapid product feedback. Management believes that product sell-through
information derived from the Company's concept stores allows the Company's
sales, merchandising and production staff to respond to market changes and new
product introductions. Such responses serve to augment sales and limit the
Company's inventory markdowns and customer returns and allowances.

As of April 30, 1999, Skechers operated 22 concept stores, 13 of which were
located in California, five in New York, two in New Jersey and one in each of
Massachusetts and Florida. The concept stores are primarily located in
free-standing street locations and major shopping malls. The stores are
typically designed to create a distinctive Skechers look and feel and enhance
customer association of the Skechers brand with current youthful lifestyle
trends and styles. The concept stores feature modern music and lighting and
present an open floor design to allow customers to readily view the merchandise
on display. In December 1998, the Company opened a showroom in New York City's
SoHo district above its concept store. The showroom displays the Company's
current and upcoming men's, women's and children's lines in their entirety to
customers. The standard Skechers concept store is open seven days a week for an
average of eight to 11 hours per day, has two or three employees in the store
during business hours, and ranges in selling square footage from approximately
1,400 to 4,000.

The Company opened 13 new concept stores during 1998, two new concept
stores during the three months ended March 31, 1999 and plans to open at least
two new concept stores in the remainder of 1999. The Company's new concept store
prototype is approximately 2,500 square feet,

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<PAGE> 56

although in certain selected markets the Company may open larger or smaller
stores. In developing its concept store opening plan, the Company has identified
top geographic markets in the larger metropolitan areas of the United States. In
selecting a specific site, the Company evaluates the proposed sites' traffic
pattern, co-tenancies, average sales per square foot achieved by neighboring
concept stores, lease economics and other factors considered important within
the specific location.

The Company seeks to instill enthusiasm and dedication in its concept store
management personnel and sales associates through incentive programs and regular
communication with store personnel. Sales associates receive commissions on
sales with a guaranteed minimum compensation. Concept store managers receive
base compensation plus incentive compensation based on sales.

The Company has well-established concept store operating policies and
procedures and utilizes an in-store training regimen for all new store
employees. Merchandise presentation instructions and detailed product
descriptions also are provided to sales associates to enable them to gain
familiarity with Skechers product offerings. The Company offers Skechers' sales
associates a discount on Skechers merchandise to encourage enthusiasm for the
product and Company loyalty.

Factory and Warehouse Outlet Stores

As of April 30, 1999, the Company also operated 16 factory and warehouse
outlet stores, 10 of which were located in California, two in New York and one
in each of Arizona, Massachusetts, Nevada and Hawaii. The factory outlet stores
are generally located in manufacturers' outlet centers throughout the country.
The Company's factory outlet stores have enabled it to increase sales in certain
geographic markets where Skechers' products were not previously available and to
consumers who favor value-oriented retailers. The outlets provide opportunities
for the Company to sell discontinued and excess merchandise, thereby reducing
the need to sell such merchandise to discounters at excessively low prices. The
Company's free-standing warehouse outlet stores enable it to liquidate other
excess merchandise, discontinued lines and odd sizes. The Company strives to
geographically position its factory and warehouse outlet stores to minimize
potential conflicts with the Company's retail customers. The standard Skechers
factory and warehouse outlet store is open seven days a week for an average of
eight to 11 hours per day, has two or three employees in the store during
business hours and ranges in selling square footage from approximately 1,800 to
11,000. Inventory in these stores is supplemented by certain first-line styles
sold at full retail generally at price points of $60.00 or lower. The Company
opened 10 new factory and warehouse outlet stores during 1998 and plans to open
at least three new factory and warehouse outlet stores in the remainder of 1999.

In addition, the Company's newly launched mail-order catalog and website
act as sales vehicles. Management believes that these new distribution channels
will not generate material growth for the Company in the near term; however,
management believes that they may present attractive long-term opportunities
with minimal near-term costs.

INTERNATIONAL OPERATIONS

Although the Company's primary focus is on the domestic market, the Company
presently markets its product in countries and territories in Europe, Asia and
selected other foreign regions. Skechers derives revenues and earnings from
outside the United States from two principal sources: (i) sales of Skechers
footwear directly to foreign distributors who distribute such footwear to
department stores and specialty retail stores and (ii) to a lesser extent,
royalties from licensees who manufacture and distribute Skechers products
outside the United States. For the year ended December 31, 1998 and the three
months ended March 31, 1999, approximately 9.1% and 10.7% of the Company's net
sales was derived from its international operations, respectively.

Management believes that international distribution of Skechers products
may represent a significant opportunity to increase revenue and profits.
Although the Company is in the early stages

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of its international expansion, Skechers products are currently sold in over 110
countries and territories. The Company's goal is to increase international sales
through foreign distributors by heightening the Company's international
marketing presence in those countries. In 1998, the Company launched its first
major international advertising campaign which is designed to establish Skechers
as a global brand synonymous with casual shoes. The Company is exploring selling
directly to retailers in certain European countries in the near future. In
addition, the Company is exploring selectively opening flagship retail stores
internationally on its own or through joint ventures.

DISTRIBUTION

The Company believes that strong distribution support is a critical factor
in the Company's operations. Following manufacture, the Company's products are
packaged in shoe boxes bearing bar codes and generally either shipped to the
Company's approximately 700,000 square feet of leased distribution centers
located in Ontario, California, or shipped directly from the manufacturer to
Skechers' international customers. Upon receipt at the central distribution
centers, merchandise is inspected and recorded in the Company's management
information system and packaged according to customers' orders for delivery.
Merchandise is shipped to the customer by whatever means the customer requests,
which is usually by common carrier. The central distribution centers have multi-
access docks, enabling the Company to receive and ship simultaneously and to
pack separate trailers for shipments to different customers at the same time.
The Company has an EDI system to which some of the Company's larger customers
are linked. This system allows these customers to automatically place orders
with the Company, thereby eliminating the time involved in transmitting and
inputting orders, and includes direct billing and shipping information.

POTENTIAL LICENSING ARRANGEMENTS

As part of its growth strategy, the Company plans to continue to enter into
licensing agreements with respect to certain products on terms and with parties
management believes will provide more effective manufacturing, distribution or
marketing of such products than could be achieved in-house. Management believes
that selective licensing of the Skechers brand name to non-footwear-related
manufacturers may broaden and enhance the Skechers image without requiring
significant capital investments or the incurrence of significant incremental
operating expenses by the Company. In evaluating a licensing decision, the
Company will consider various factors, including the potential profit to be
earned and the capital and management resources available to the Company at such
time. The Company intends to maintain substantial control over the design,
manufacturing specifications, advertising and distribution of any licensed
products and to maintain a policy of evaluating any future licensing
arrangements to ensure consistent representation of the Skechers image.

The Company currently has licensing agreements internationally for apparel
with Life Gear Corporation in Japan and for footwear with Pentland Group PLC in
the United Kingdom. The Company also has a licensing agreement domestically for
bags, including backpacks, purses and waist packs, with Signal Products, Inc.
for distribution to Federated Department Stores and JC Penney's. Management
intends to be selective in pursuing licensing business. Management believes that
revenues from licensing agreements will not be a material source of growth for
the Company in the near term; however, management believes that licensing
arrangements may present attractive long-term opportunities with minimal
near-term costs.

MANAGEMENT INFORMATION SYSTEMS

The Company recognizes the importance of advanced computerization in
maintaining and improving its level of service, internal and external
communication and overall competitive position. The Company has a computerized
management information system that relies upon a Unix-based format with a local
area network of terminals at the corporate offices to support management
decision making, along with computers at the Company's distribution center and
PC-based point-of-

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sale computers at each of its retail stores. These computers are connected via
modem to the local area network at the Company's corporate offices. The
Company's system provides, among other things, comprehensive order processing,
production, accounting and management information for the marketing, selling,
manufacturing, retailing and distribution functions of the Company's business.
The Company has developed a sophisticated software program that enables the
Company to track, among other things, orders, manufacturing schedules, inventory
and sales of Skechers products. The program includes a centralized management
information system which provides the various operating departments with
integrated financial, sales, inventory and distribution related information.

As evidence of its continuing dedication to advanced computerization, the
Company intends to install a new material handling system in its new
distribution center. This new system is expected to enhance the Company's
ability to monitor inventory levels and distribution activities at such site.
The system, which is expected to cost approximately $10.0 million, is expected
to become operational in mid-2000. In addition, the Company is currently
updating its EDI system to make it more responsive to customer needs.

BACKLOG

The Company generally receives the bulk of the orders for each of the
spring and fall seasons a minimum of three months prior to the date the products
are shipped to customers. At March 31, 1999, the Company's backlog was $136.5
million, compared to $162.3 million at March 31, 1998. To manage inventory risk,
the Company estimates its production requirements and engages in certain other
inventory management techniques. See "-- Sourcing." For a variety of reasons,
including the timing of shipments, product mix of customer orders and the amount
of in-season orders, backlog may not be a reliable measure of future sales for
any succeeding period.

INTELLECTUAL PROPERTY RIGHTS

The Company owns and utilizes a variety of trademarks, including the
Skechers trademark. As of March 31, 1999, the Company had approximately 21
registrations and approximately 54 pending applications for its trademarks in
the United States. In addition, as of March 31, 1999, the Company had
approximately 360 trademark registrations and applications in approximately 80
foreign countries. The Company also had 27 design patents issued in the United
States and approximately 28 design patent applications pending in the United
States as of March 31, 1999. The Company regards its trademarks and other
intellectual property as valuable assets and believes that they have significant
value in the marketing of its products. The Company vigorously protects its
trademarks against infringement, including through the use of cease and desist
letters, administrative proceedings and lawsuits.

The Company relies on trademark, copyright and trade secret protection,
patents, non-disclosure agreements and licensing arrangements to establish,
protect and enforce intellectual property rights in the design of its products.
In particular, the Company believes that its future success will depend in
significant part on the Company's ability to maintain and protect the Skechers
trademark. Despite the Company's efforts to safeguard and maintain its
intellectual property rights, there can be no assurance that the Company will be
successful in this regard. There can be no assurance that third parties will not
assert intellectual property claims against the Company in the future.
Furthermore, there can be no assurance that the Company's trademarks, products
and promotional materials or other intellectual property rights do not or will
not violate the intellectual property rights of others, that its intellectual
property would be upheld if challenged, or that the Company would, in such an
event, not be prevented from using its trademarks or other intellectual property
rights. Such claims, if proved, could materially and adversely affect the
Company's business, financial condition and results of operations. In addition,
although any such claims may ultimately prove to be without merit, the necessary
management attention to and legal costs associated with litigation or other
resolution of future claims concerning trademarks and other intellectual
property rights could

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materially and adversely affect the Company's business, financial condition and
results of operations. The Company has sued and has been sued by third parties
in connection with certain matters regarding its trademarks and products, none
of which has materially impaired the Company's ability to utilize its
trademarks.

From time to time, the Company discovers products in the marketplace that
are counterfeit reproductions of the Company's products or that otherwise
infringe upon intellectual property rights held by the Company. There can be no
assurance that actions taken by the Company to establish and protect its
trademarks and other intellectual property rights will be adequate to prevent
imitation of its products by others or to prevent others from seeking to block
sales of the Company's products as violating trademarks and intellectual
property rights. If the Company is unsuccessful in challenging a third party's
products on the basis of infringement of its intellectual property rights,
continued sales of such product by that or any other third party could adversely
impact the Skechers brand, result in the shift of consumer preferences away from
the Company and generally have a material adverse effect on the Company's
business, financial condition and results of operations.

COMPETITION

EMPLOYEES

As of April 30, 1999, the Company employed 863 persons, 552 of which were
employed on a full-time basis and 311 of which were employed on a part-time
basis. None of the Company's employees is subject to a collective bargaining
agreement. The Company believes that its relations with its employees are
satisfactory.

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PROPERTIES

The Company's corporate headquarters and additional administrative offices
are located at three premises in Manhattan Beach, California, and consist of an
aggregate of approximately 37,000 square feet. The leases on the premises expire
between February 2002 and February 2008, with options to extend in some cases,
and the current aggregate annual rent is approximately $930,000.

The Company also leases space for its distribution centers and its retail
stores. These facilities aggregate approximately 815,000 square feet, with an
annual aggregate base rental of approximately $7.0 million, plus, in some cases,
a percentage of the store's gross sales in excess of the base annual rent. The
terms of these leases vary as to duration and rent escalation provisions. The
Company has also signed leases for retail stores expected to be opened in 1999.
In general, the leases expire between April 2000 and December 2008 and provide
for rent escalations tied to either increases in the lessor's operating expenses
or fluctuations in the consumer price index in the relevant geographical area.

LEGAL PROCEEDINGS

On April 16, 1999, a complaint captioned Swanier v. Skechers was filed
against the Company and an employee of the Company in the Superior Court, County
of Los Angeles, Southwest District, Torrance, Case No. YC034808. The complaint
alleges various causes of action in connection with plaintiff's employment by
the Company. The plaintiff is seeking actual and punitive damages in amounts to
be proven at trial. The Company believes it has meritorious defenses to such
claims and intends to defend this case vigorously. Nevertheless, litigation is
uncertain, and the Company may not prevail in this suit.

The Company filed a complaint captioned Skechers U.S.A., Inc. v. Wolverine
World Wide, Inc., et al, on October 13, 1998 in the United States District Court
for the Central District of California, Los Angeles, Case No. 98-8335 DT
alleging various causes of action relating to trade dress infringement. The
Company is seeking equitable relief and monetary and punitive damages from the
defendants in amounts to be proven at trial. On December 10, 1998, certain of
the defendants counter claimed against the Company for claims relating to design
patent and trade dress infringement. The defendants are seeking declaratory and
equitable relief and monetary and punitive damages in amounts to be proven at
trial. The Company believes it has meritorious defenses to such claims and
intends to defend these claims vigorously. Nevertheless, litigation is
uncertain, and the Company may not prevail in this suit.

The Company occasionally becomes involved in litigation arising from the
normal course of business. Other than the foregoing, management believes that
any liability with respect to pending legal actions, individually or in the
aggregate, will not have a material adverse effect on the Company's business,
financial condition and results of operations.

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MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

The following table sets forth the name, age as of March 31, 1999, and
position with the Company of all directors and executive officers and certain
key employees of the Company:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Directors and Executive Officers:
Robert Greenberg......................... 59 Chairman of the Board and Chief Executive
Officer
Michael Greenberg........................ 36 President and Director
David Weinberg........................... 48 Executive Vice President, Chief Financial
Officer and Director
Philip Paccione.......................... 37 General Counsel and Secretary
John Quinn(1)(2)......................... 48 Nominated Director
Richard Siskind(1)(2).................... 53 Nominated Director
Key Employees:
Marvin Bernstein......................... 52 Vice President, International Sales
Martin Brown............................. 37 Vice President, Corporate Imaging
Greg Christopulos........................ 41 Vice President, Finance
Larry Clark.............................. 42 Vice President, Production and Sourcing
Lynda Cumming............................ 39 Vice President, Allocation and Production
Paul Galliher............................ 49 Vice President, Distribution
Kathy Garber............................. 39 Vice President, Product Development
Jason Greenberg.......................... 29 Vice President, Visual Imaging
Jeffrey Greenberg........................ 31 Vice President, Electronic Media
Scott Greenberg.......................... 38 Vice President, Visual Merchandising
Geric Johnson............................ 47 Vice President, Direct Marketing
Michelle Kelchak......................... 35 Vice President, Design
Mark Nason............................... 37 Vice President, Retail and Merchandising
Ralph Vendetti........................... 43 Vice President, Sales
</TABLE>

- ---------------
(1) Member of the Compensation Committee.

(2) Member of the Audit Committee.

Robert Greenberg has been the Chairman of the Board and Chief Executive
Officer of the Company since October 1993. From 1979 to 1992, Mr. Greenberg was
the Chairman of the Board and President of L.A. Gear, an athletic and casual
footwear and apparel company. Mr. Greenberg is a member of the Board of
Directors of Stage II Apparel Corp. (AMEX:SA).

Michael Greenberg has been the President and a director of the Company
since its inception in 1992 and from June 1992 to October 1993 he was Chairman
of the Board. From 1989 to 1992, Mr. Greenberg was the National Sales Manager of
L.A. Gear. Previously, from 1986 to 1989, he was the Regional Sales Manager of
L.A. Gear for the West Coast, and from 1984 to 1986, he was an account
representative for the West Coast at L.A. Gear.

David Weinberg has been Chief Financial Officer of the Company since
October 1993 and Executive Vice President and a director since July 1998. From
June 1989 to September 1992, Mr. Weinberg was Vice President, Credit/Collection
at L.A. Gear.

Philip Paccione has been General Counsel since May 1998 and Secretary of
the Company since July 1998. Before joining the Company and from June 1997, Mr.
Paccione was an attorney at the law firm of Riordan & McKinzie, located in Los
Angeles, and from May 1996 to June 1997 he was a sole

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practitioner. Mr. Paccione also practiced law at the law firm of Gartner & Young
from December 1994 to May 1996 and at the law firm of Kelley, Drye & Warren from
June 1991 to December 1994.

John Quinn will become a director of the Company upon the effective date of
the Offering. Since January 1995, Mr. Quinn has been a principal of the law firm
of Riordan & McKinzie, a professional corporation, and before that, since 1987,
he was a partner at the law firm of Kelley Drye & Warren. Mr. Quinn received his
J.D. from Albany Law School of Union University and an LL.M from New York
University.

Richard Siskind will become a director of the Company upon the effective
date of the Offering. Mr. Siskind has been President, Chief Executive Officer
and a director of Stage II Apparel Corp. (AMEX:SA) since May 1998. In 1991, Mr.
Siskind founded R. Siskind & Company, a business which purchases brand name
men's and women's apparel and accessories and redistributes those items to
off-price retailers, and he is the sole shareholder, a director, Chief Executive
Officer and President.

Marvin Bernstein has been the Vice President, International Division since
June 1998 and joined the Company in June 1993 as Vice President of Key Accounts.
In December 1996, Mr. Bernstein became Vice President, International Sales and
Licensing. From 1985 to 1992, Mr. Bernstein was Vice President of Special
Projects and Key Accounts at L.A. Gear.

Martin Brown has been the Vice President, Corporate Imaging of the Company
since June 1998, and joined the Company in March 1993 as Director of Special
Projects. From October 1992 to 1993 Mr. Brown was an independent marketing
consultant.

Greg Christopulos has been Vice President, Finance of the Company since
September 1998. From January 1988 to August 1998, he was at KPMG LLP, where he
had been a Senior Manager since July 1994. Mr. Christopulos is a Certified
Public Accountant.

Larry Clark has been the Vice President, Production and Sourcing of the
Company since March 1995 and joined the Company in August 1993 as Vice President
of Product Development/ Production, International Division. From 1992 to 1993,
Mr. Clark was Vice President, Operations at ALAD Inc., an apparel company, and
from 1985 from 1992 he was Vice President of Research and Development at L.A.
Gear. Prior to that, Mr. Clark was at Footlocker-Kinney Shoe Corp. for 10 years.

Lynda Cumming has been the Vice President, Allocation and Production of the
Company since October 1992. From 1988 to 1992, Ms. Cumming was Vice President,
Allocation at L.A. Gear.

Paul Galliher has been the Vice President, Distribution of the Company
since May 1994. Prior to that, from August 1989, he was a Director of
Distribution at L.A. Gear.

Kathy Garber has been the Vice President, Product Development of the
Company since June 1998 and joined the Company in May 1993 as the Children's
Product Manager. In September 1993, she became Product Development Manager and
in June 1996 she became Director of Product Development. From 1990 to 1992, Ms.
Garber was Children's Product Manager at L.A. Gear. Prior to that, Ms. Garber
worked in product development and sales for B.B.C. International and was also a
buyer for May Company's Venture division.

Jason Greenberg has been the Vice President, Visual Imaging of the Company
since January 1998 and from June 1992 to July 1998 he was a director. From June
1996 to January 1998, Mr. Greenberg was Advertising Director and from June 1994
he held a product development position at the Company.

Jeffrey Greenberg has been Vice President, Electronic Media of the Company
since January 1998. From June 1992 to October 1993 Mr. Greenberg was Chief
Financial Officer of the Company and from June 1992 to July 1998 he was Chief
Operating Officer, Secretary and a director of the Company. From 1990 to 1992,
he was involved in operations and marketing at L.A. Gear.

Scott Greenberg has been Vice President, Visual Merchandising of the
Company since January 1998. Prior to that, from June 1994, he was in charge of
International Marketing at the Company and

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<PAGE> 63

held a position in marketing at L.A. Gear from 1986 to 1990. From January 1993
to May 1994 Mr. Greenberg owned and operated a restaurant.

Geric Johnson has been the Vice President, Direct Marketing of the Company
since January 1998. From January 1990 until January 1998, Mr. Johnson held
various positions with Frederick's of Hollywood, Inc., a retailer of women's
apparel. While at Frederick's of Hollywood he held the positions of President,
Executive Vice President, General Manager and Vice President of Operations, and
his responsibilities included running the day-to-day operations of the Mail
Order Division.

Michelle Kelchak has been the Vice President, Design of the Company since
June 1998. Ms. Kelchak joined the Company in July 1992 as Head Designer, and
from January 1995 through May 1998 served as the Company's Design Director.
Prior to joining the Company, Ms. Kelchak was a designer of men's, women's and
children's footwear at L.A. Gear.

Mark Nason has been the Vice President, Retail and Merchandising of the
Company since January 1998 and joined the Company in December 1993 as Director
of Merchandising and Retail Development. From January 1981 through November
1993, Mr. Nason was employed at Track 'n Trail in various capacities, including
General Merchandising Manager, Director of Visual Merchandising and Buyer.

Ralph Vendetti has been the Vice President, Sales of the Company since June
1997 and joined the Company in April 1995 as National Sales Manager. Before
that, since 1989, Mr. Vendetti was with KEDS, a division of The Stride Rite
Corporation, most recently as National Accounts Manager handling accounts such
as Macy's, Jordan Marsh, Kinney, Bloomingdale's, Federated Corp. and
Robinson's-May. Mr. Vendetti was also employed as a buyer for Macy's for 10
years.

As referenced above, a number of the Company's executive officers,
directors and key employees were previously employed by L.A. Gear. During the
time of their employment and thereafter, L.A. Gear was subject to many of the
uncertainties applicable to the footwear industry. From its fiscal 1985 through
mid-fiscal 1990, L.A. Gear experienced a period of rapid growth in revenues and
earnings and thereafter periods of declining sales and losses. In late 1991, an
outside investor group directed several significant changes in L.A. Gear's
management and board of directors. In response to the changes, Robert Greenberg
and a number of L.A. Gear's other members of management and employees, some of
whom are currently employed by the Company, resigned from L.A. Gear in January
1992. Six years later, in January 1998, L.A. Gear filed for reorganization in
bankruptcy court.

Upon the completion of the Offering, the Company's Board of Directors will
consist of five members. The Board of Directors is divided into three classes.
Class I Directors will serve until the annual meeting of stockholders in 2000
and thereafter for the terms of three years until their successors have been
elected and qualified. Class II Directors will serve until the annual meeting of
stockholders in 2001 and thereafter for terms of three years until their
successors have been elected and qualified. Class III Directors will serve until
the annual meeting of stockholders in 2002 and thereafter for terms of three
years until their successors have been elected and qualified. Robert Greenberg
is a Class I Director; Michael Greenberg and David Weinberg are Class II
Directors; and Richard Siskind and John Quinn will be Class III Directors.

Directors are elected annually to serve until the next annual meeting of
stockholders and until their successors are elected and qualified. The Company
intends to pay its non-employee directors annual compensation of $15,000 for
their services paid quarterly beginning upon the completion of the Offering. In
addition, non-employee directors will receive a fee of $1,000 for each meeting
attended. Non-employee directors attending any committee meeting will receive an
additional fee of $750 for each committee meeting attended, unless the committee
meeting is held on the day of a meeting of the Board of Directors, in which case
they will receive no additional compensation for the committee meeting.
Non-employee directors will also be reimbursed for reasonable costs and expenses
incurred for attending any director and committee meetings. Officers of the
Company who are directors will not be paid any directors fees. Concurrently with
the Offering, the Company will

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<PAGE> 64

grant options to purchase 20,000 shares of Class A Common Stock under its Stock
Option Plan to each of its non-employee directors at an exercise price equal to
the initial public offering price. See "-- Stock Options." Robert Greenberg is
the father of Michael, Jason, Jeffrey and Scott Greenberg; other than the
foregoing, no family relationships exist between any of the directors or
executive officers or key employees of the Company.

The Company's Board of Directors has established an Audit Committee and a
Compensation Committee. The Audit Committee will be comprised of Richard Siskind
and John Quinn and will be responsible for making recommendations concerning the
engagement of independent certified public accountants, approving professional
services provided by the independent certified public accountants and reviewing
the adequacy of the Company's internal accounting controls. The Compensation
Committee will be comprised of Messrs. Siskind and Quinn and will be responsible
for recommending to the Board of Directors all officer salaries, management
incentive programs and bonus payments.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company did not have a Compensation Committee in 1998. Robert Greenberg
and Michael Greenberg participated in deliberations concerning compensation of
executive officers during 1998. Robert Greenberg serves on the board of
directors and the compensation committee of Stage II Apparel Corp., whose
President and Chief Executive Officer is Richard Siskind. Other than as
described above, none of the executive officers of the Company has served on the
board of directors or on the compensation committee of any other entity which
had officers who served or will serve upon the closing of the Offering on the
Company's Board of Directors or on the Company's Compensation Committee.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning the annual and
long-term compensation earned by the Company's Chief Executive Officer and each
of the other executive officers whose annual salary and bonus during 1997 and
1998 exceeded $100,000 (the "Named Executive Officers").

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------ ---------- ---------
OTHER ANNUAL SECURITIES LTIP
COMPENSATION UNDERLYING PAYOUTS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) OPTIONS(#) ($)(2) COMPENSATION($)
--------------------------- ---- --------- --------- ------------ ---------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert Greenberg.............. 1998 -- 2,079,943 14,518 -- -- 5,038(3)
Chairman of the Board and 1997 -- 1,560,877 14,518 -- -- 6,649(3)
Chief Executive Officer
Michael Greenberg............. 1998 300,000 -- 11,744 -- 1,013,769 11,859(4)
President 1997 300,000 -- 8,962 -- 205,250 12,696(4)
David Weinberg................ 1998 177,800 -- 2,000 278,142 259,180 9,838(5)
Executive Vice President and 1997 175,000 -- 4,800 -- 136,830 12,626(5)
Chief Financial Officer
</TABLE>

- ---------------

(1) Represents the amount of an automobile lease for the benefit of each
officer. With respect to Robert Greenberg and David Weinberg, excludes
rental payments of $12,000 and $18,000, respectively, in 1998 and 1997 made
by the Company directly to landlords regarding properties used primarily for
corporate purposes but which are leased under the individuals' names.

(2) With respect to 1997, represents payment of a bonus under the Company's 1996
Incentive Compensation Plan based on the increase of the Company's net sales
from 1996 to 1997 and with respect to 1998, represents payment of a bonus
based on the increase of the Company's net sales from 1996 to 1998. The
bonuses for Michael Greenberg and David Weinberg under the Company's 1996
Incentive Compensation Plan were 0.3% and 0.2% in 1997, respectively, and
0.4% and 0.1% in 1998, respectively, of the increase in net sales volumes,
respectively.

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<PAGE> 65

(3) Represents health and life insurance payments for 1998 and 1997,
respectively.

(4) Represents health and life insurance payments of $7,059 and $9,601 and a
$4,800 and a $3,095 contribution by the Company under the Company's 401(k)
Plan for 1998 and 1997, respectively.

(5) Represents health and life insurance payments of $5,038 and $9,601 and a
$4,800 and a $3,025 contribution by the Company under the Company's 401(k)
Plan for 1998 and 1997, respectively.

Employment Agreements

Each of Messrs. Robert Greenberg, Michael Greenberg and David Weinberg will
enter into an employment agreement with the Company, which will be effective as
of the consummation of the Offering. The employment agreements will each have an
initial term expiring three years from the closing of the Offering. Each officer
will be entitled to an annual base salary and an annual bonus based on the
Company's return on equity which bonus will not exceed 100% of the officer's
base salary. The annual base salary for Robert Greenberg, Michael Greenberg and
David Weinberg will be $500,000, $350,000 and $250,000, respectively.

Each officer will agree not to compete, directly or indirectly, with the
Company or disclose confidential information regarding the Company during the
term of the agreement; provided that the officer may own less than 5% of the
stock of a public company that competes with the Company. The employment
agreements will entitle the executives to participate in the Company's Stock
Option Plan and to receive certain insurance and other employee plans and
benefits established by the Company for its executive employees.

If an officer's employment agreement is terminated by the officer without
good reason, by mutual agreement, upon death of the officer, or for cause, which
includes any dishonest act, commission of a crime, material injury to the
Company's financial condition or business reputation or malfeasance, misfeasance
or non-feasance, then the officer will receive, through the date of termination,
(i) his base salary, (ii) any bonus due and (iii) any benefits under the
agreement. If the officer is terminated without cause or the officer terminates
the employment agreement for good reason, which includes the Company's breach of
a material term without cure or diminution of the officer's duties without his
consent, then the officer will receive, for the remainder term of the agreement,
(i) his base salary, (ii) performance-based bonus and (iii) any benefits under
the agreement. During a period of total disability, the officer will receive his
base salary, less any amounts paid under insurance policies provided by the
Company, for the remaining term of the employment agreement. The Company has
agreed that upon any merger, reorganization, sale or disposition of assets or
otherwise, the successor company will be required to assume each employment
agreement.

STOCK OPTIONS

1998 Stock Option Plan

In January 1998, the Company's Board of Directors and stockholders adopted
the 1998 Stock Option, Deferred Stock and Restricted Stock Plan (the "Stock
Option Plan"), which provides for the grant of qualified incentive stock options
("ISOs") that meet the requirements of Section 422 of the Code, stock options
not so qualified ("NQSOs"), deferred stock and restricted stock awards
("Grants"). The Stock Option Plan is administered by either the Board of
Directors or a committee of directors appointed by the Board of Directors (the
"Committee"). ISOs may be granted to the officers and key employees of the
Company or any of its subsidiaries. The exercise price for any ISO granted under
the Stock Option Plan may not be less than 100% (or 110% in the case of ISOs
granted to an employee who is deemed to own in excess of 10.0% of the
outstanding Class A Common Stock) of the fair market value of the shares of
Class A Common Stock at the time the option is granted. The exercise price for
any NQSO granted under the Stock Option Plan may not be less than 85.0% of the
fair market value of the shares of Class A Common Stock at the time the option
is granted. The purpose of the Stock Option Plan is to provide a means of
performance-based

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<PAGE> 66

compensation in order to attract and retain qualified personnel and to provide
an incentive to those whose job performance affects the Company.

The Stock Option Plan authorizes the grant of options to purchase, and
Grants of, an aggregate of up to 5,215,154 shares of the Company's Class A
Common Stock. The number of shares reserved for issuance under the Stock Option
Plan is subject to anti-dilution provisions for stock splits, stock dividends
and similar events. If an option granted under the Stock Option Plan expires or
terminates, or a Grant is forfeited, the shares subject to any unexercised
portion of such option or Grant will again become available for the issuance of
further options or Grants under the Stock Option Plan.

Under the Stock Option Plan, the Company may make loans available to stock
option holders, subject to the Committee's approval, in connection with the
exercise of stock options granted under the Stock Option Plan. If shares of
Class A Common Stock are pledged as collateral for such indebtedness, such
shares may be returned to the Company in satisfaction of such indebtedness. If
so returned, such shares shall again be available for issuance in connection
with future stock options and Grants under the Stock Option Plan.

Unless previously terminated by the Board of Directors, no options or
Grants may be granted under the Stock Option Plan after January 14, 2008.

Options granted under the Stock Option Plan will become exercisable
according to the terms of the grant made by the Committee. Grants will be
subject to the terms and restrictions of the award made by the Committee. The
Committee has discretionary authority to select participants from among eligible
persons and to determine at the time an option or Grant is granted and in the
case of options, whether it is intended to be an ISO or a NQSO, and when and in
what increments shares covered by the option may be purchased. Under current
law, ISOs may not be granted to any individual who is not also an officer or
employee of the Company or any subsidiary.

The exercise price of any option granted under the Stock Option Plan is
payable in full (i) in cash, (ii) by surrender of shares of the Company's Class
A Common Stock already owned by the option holder having a market value equal to
the aggregate exercise price of all shares to be purchased, (iii) by
cancellation of indebtedness owed by the Company to the optionholder, (iv) by a
full recourse promissory note executed by the optionholder, (v) by arrangement
with a broker or (vi) by any combination of the foregoing. The terms of any
promissory note may be changed from time to time by the Board of Directors to
comply with applicable Internal Revenue Service or Securities and Exchange
Commission regulations or other relevant pronouncements.

The Board of Directors may from time to time revise or amend the Stock
Option Plan and may suspend or discontinue it at any time. However, no such
revision or amendment may impair the rights of any participant under any
outstanding option or Grant without such participant's consent or may, without
stockholder approval, increase the number of shares subject to the Stock Option
Plan or decrease the exercise price of a stock option to less than 100% of fair
market value on the date of grant (with the exception of adjustments resulting
from changes in capitalization), materially modify the class of participants
eligible to receive options or Grants under the Stock Option Plan, materially
increase the benefits accruing to participants under the Stock Option Plan or
extend the maximum option term under the Stock Option Plan.

In the event of a change of control, all stock options, restricted stock
and deferred stock will fully vest and any indebtedness incurred in connection
with the Stock Option Plan will be forgiven. A "change of control" occurs when
(i) any person becomes the beneficial owner, directly or indirectly, of 50% or
more of the combined voting power of the Company's securities, (ii) during any
consecutive two-year period, individuals who at the beginning of such period
constitute the Board, and any new director, with certain exceptions, who was
approved by at least two-thirds of the directors still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute at least
a

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<PAGE> 67

majority of the Board of Directors, (iii) in some circumstances, the
stockholders approve a merger or consolidation, or (iv) the stockholders approve
the complete liquidation, sale or disposition of all or substantially all of the
Company's assets.

Options to acquire 1,390,715 shares of Class A Common Stock are outstanding
at an exercise price per share of $2.78. Of this amount, 278,142 were granted to
David Weinberg, of which 25.0% will vest on the consummation of the Offering,
and the balance will vest over the next three years. In addition, options to
purchase 1,142,907 shares of Class A Common Stock are expected to be granted to
certain employees and non-employee directors of the Company on the effective
date of the Offering at an exercise price equal to the initial public offering
price, which options will vest ratably commencing one year from the date of this
Prospectus in 20.0% increments for any employees and officers, and in 33.3%
increments for non-employee directors. The options expire ten years from the
date of grant.

OPTION GRANTS AND YEAR-END OPTION VALUES

The following table sets forth information concerning individual grants of
stock options during 1998 to the Named Executive Officers:

OPTIONS GRANTED IN 1998

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
-------------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF STOCK
SECURITIES PERCENT OF PRICE APPRECIATION FOR
UNDERLYING TOTAL OPTIONS EXERCISE OPTION TERM(4)
OPTIONS GRANTED TO OR BASE EXPIRATION ----------------------
NAME GRANTED(#)(1) EMPLOYEES(2) PRICE($/SH)(3) DATE 5%($) 10%($)
---- ------------- ------------- -------------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Robert Greenberg..... -- -- -- -- -- --
Michael Greenberg.... -- -- -- -- -- --
David Weinberg....... 278,142 20.0% 2.78 1/14/08 486,283 1,232,337
</TABLE>

- ---------------
(1) Upon completion of the Offering, 25% of the options immediately vest and the
balance will vest over the next three years.

(2) The total number of options granted to the Company's employees during 1998
was 1,390,715.

(3) The exercise price per share of options granted represents the fair market
value of the underlying shares of Common Stock on the date the options were
granted.

(4) In order to comply with the rules of the Securities and Exchange Commission
(the "Commission"), the Company is including the gains or "option spreads"
that would exist for the respective options the Company granted to the Named
Executive Officers. The Company calculated these gains by assuming an annual
compound stock price appreciation of 5% and 10% from the date of the option
grant until the termination date of the option. These gains do not represent
the Company's estimate or projection of the future Class A Common Stock
price.

The following table sets forth the outstanding stock options as of December
31, 1998 of the Named Executive Officers.

YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT DECEMBER 31, 1998(1) AT DECEMBER 31, 1998(2)
---------------------------------- ----------------------------------
NAME EXERCISABLE(#) UNEXERCISABLE($) EXERCISABLE($) UNEXERCISABLE($)
---- -------------- ---------------- -------------- ----------------
<S> <C> <C> <C> <C>
Robert Greenberg............ -- -- -- --
Michael Greenberg........... -- -- -- --
David Weinberg.............. -- 278,142 -- 484,000
</TABLE>

- ---------------
(1) Upon the completion of the Offering, 25% of the options immediately vest and
the balance will vest over the next three years.

(2) The value of the unexercised "in-the-money" options is based on the fair
market value as of December 31, 1998, as determined by the Board of
Directors, minus the exercise price, multiplied by the numbers of shares
underlying the option.

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<PAGE> 68

1998 EMPLOYEE STOCK PURCHASE PLAN

The Company's 1998 Employee Stock Purchase Plan (the "1998 Purchase Plan")
was adopted by the Board of Directors and the stockholders in July 1998. The
1998 Purchase Plan, which is intended to qualify under Section 423 of the Code,
contains consecutive, overlapping, twelve month offering periods. Each offering
period includes two six-month purchase periods. The offering periods generally
start on the first trading day on or after January 1 and July 1 of each year.
The initial offering period will commence on July 1, 1999. A total of 2,781,415
shares of Class A Common Stock have been reserved for issuance under the 1998
Purchase Plan, plus annual increases equal to the lesser of (i) 1,000,000
shares, (ii) 1% of the outstanding shares of Class A Common Stock on such date,
and (iii) such lesser amount as may be determined by the Board of Directors.

Employees are eligible to participate if they are customarily employed by
the Company or any designated subsidiary for at least 20 hours per week and more
than five months in any calendar year. However, any employee who (i) immediately
after grant owns stock possessing 5.0% or more of the total combined voting
power or value of all classes of the capital stock of the Company or (ii) whose
rights to purchase stock under all employee stock purchase plans of the Company
accrue at a rate which exceeds $25,000 worth of stock for each calendar year may
not be granted an option to purchase stock under the 1998 Purchase Plan.

The 1998 Purchase Plan permits participants to purchase Class A Common
Stock through payroll deductions of up to 15.0% of the participant's
"compensation." Compensation is defined as the participant's base straight time
gross earnings, including commissions, payments for overtime, incentive bonuses
and performance bonuses. Amounts deducted and accumulated by the participant are
used to purchase shares of Class A Common Stock at the end of each purchase
period. The price of stock purchased under the 1998 Purchase Plan is 85.0% of
the lower of the fair market value of the Class A Common Stock at the beginning
of the offering period or at the end of the purchase period. The maximum number
of shares a participant may purchase during a single offering period is
determined by dividing $25,000 by the fair market value of a share of the
Company's Class A Common Stock on the first day of the offering period. In the
event the fair market value at the end of a purchase period is less than the
fair market value at the beginning of the offering period, the participants will
be withdrawn from the current offering period following exercise and
automatically re-enrolled in a new offering period. Participants may end their
participation at any time during an offering period, and they will be paid their
payroll deductions to date. Participation ends automatically upon termination of
employment with the Company.

Rights granted under the 1998 Purchase Plan are not transferable by a
participant other than by will, the laws of descent and distribution, or as
otherwise provided under the 1998 Purchase Plan.

The 1998 Purchase Plan provides that, in the event of a merger of the
Company with or into another corporation or a sale of all or substantially all
of the Company's assets, each outstanding option may be assumed or substituted
for by the successor corporation. If the successor corporation refuses to assume
or substitute for the outstanding options, the offering period then in progress
will be shortened and a new purchase date will be set so that shares of Class A
Common Stock are purchased with the participant's accumulated payroll deductions
prior to the effective date of such transaction.

The Board of Directors has the authority to amend or terminate the 1998
Purchase Plan, except that no such action may adversely affect any outstanding
rights to purchase stock under the 1998 Purchase Plan, provided that the Board
of Directors may terminate an offering period on any exercise date if the Board
determines that the termination of the 1998 Purchase Plan is in the best
interests of the Company and its stockholders. Notwithstanding anything to the
contrary, the Board of Directors may in its sole discretion amend the 1998
Purchase Plan to the extent necessary and desirable to avoid unfavorable
financial accounting consequences by altering the purchase price for any
offering period, shortening any offering period or allocating remaining shares
among the participants. Unless

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<PAGE> 69

sooner terminated by the Board of Directors, the 1998 Purchase Plan will
terminate on June 30, 2008.

401(K) PLAN

The Company has in place a contributory retirement plan (the "401(k) Plan")
for all full time employees age 21 and older with at least 12 months of service,
which is designed to be tax deferred in accordance with the provisions of
Section 401(k) of the Code. The 401(k) Plan provides that each participant may
contribute up to 15.0% of his or her salary, and the Company may contribute to
the participant's plan account at the end of each plan year a percentage of
salary contributed by the participant. Under the 401(k) Plan, employees may
elect to enroll on January 1 and July 1 of any plan year, provided that they
have been employed for at least one year.

Subject to the rules for maintaining the tax status of the 401(k) Plan, an
additional Company contribution may be made at the Company's discretion. Company
matching contributions are made at the discretion of the Company. The Company's
contributions to the 401(k) Plan in 1997 and 1998 were $93,000 and $242,000,
respectively.

LIMITATIONS ON DIRECTORS' LIABILITIES AND INDEMNIFICATION

The Company's Certificate of Incorporation provides that, except to the
extent prohibited by the DGCL, its directors shall not be personally liable to
the Company or its stockholders for monetary damages for any breach of fiduciary
duty as directors of the Company. Under Delaware law, the directors have
fiduciary duties to the Company that are not eliminated by this provision of the
Certificate of Incorporation and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of non-monetary relief will remain
available. In addition, each director will continue to be subject to liability
under Delaware law for breach of the director's duty of loyalty to the Company
for acts or omissions that are found by a court of competent jurisdiction to be
not in good faith or involving intentional misconduct, for knowing violations of
law, for actions leading to improper personal benefit to the director and for
payment of dividends or approval of stock repurchases or redemptions that are
prohibited by Delaware law. This provision also does not affect the director's
responsibilities under any other laws, such as the federal securities laws or
state or federal environmental laws. In addition, the Company intends to
maintain liability insurance for its officers and directors.

Section 145 of the DGCL permits the Company to, and the Certificate of
Incorporation provides that the Company shall, indemnify each person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was, or has agreed to
become, a director or officer of the Company, or is or was serving, or has
agreed to serve, at the request of the Company, as a director, officer or
trustee of, or in a similar capacity with, another corporation, partnership,
joint venture, trust or other enterprise (including any employee benefit plan),
or by reason of any action alleged to have been taken or omitted in such
capacity, against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or on his
behalf in connection with such action, suit or proceeding and any appeal
therefrom. Such right of indemnification shall inure to such individuals whether
or not the claim asserted is based on matters that antedate the adoption of the
Certificate of Incorporation. Such right of indemnification shall continue as to
a person who has ceased to be a director or officer and shall inure to the
benefit of the heirs and personal representatives of such a person. The
indemnification provided by the Certificate of Incorporation shall not be deemed
exclusive of any other rights that may be provided now or in the future under
any provision currently in effect or hereafter adopted by the Certificate of
Incorporation, by any agreement, by vote of stockholders, by resolution of
directors, by provision of law or otherwise. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors of
the Company pursuant to the foregoing provision, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange

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<PAGE> 70

Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. Section 102(b)(7) of the DGCL
permits a corporation to eliminate or limit the personal liability of a director
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that such provision shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL relating to unlawful dividends,
stock purchases or redemptions or (iv) for any transaction from which the
director derived an improper personal benefit. Section 102(b)(7) of the DGCL is
designed, among other things, to encourage qualified individuals to serve as
directors of Delaware corporations. The Company believes this provision will
assist it in securing the services of qualified directors who are not employees
of the Company. This provision has no effect on the availability of equitable
remedies, such as injunction or rescission. If equitable remedies are found not
to be available to stockholders in any particular case, stockholders may not
have any effective remedy against actions taken by directors that constitute
negligence or gross negligence.

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<PAGE> 71

CERTAIN TRANSACTIONS

At December 31, 1996 and 1997, the Company had approximately $13.3 million
outstanding under an unsecured note payable to the Greenberg Family Trust of
which Robert Greenberg, Chairman of the Board and Chief Executive Officer of the
Company, and M. Susan Greenberg, Robert Greenberg's wife, are trustees. From
January 1, 1997 through June 1998, the note bore interest at 8.0% per annum and
was due upon demand after January 1, 1996. The Greenberg Family Trust agreed not
to call the note prior to January 1, 1999. In June 1998, the Company issued a
$13.3 million term note under its credit facility with Heller Financial, Inc. to
repay the indebtedness to the Greenberg Family Trust. In December 1998, in
connection with the amendment and restatement of the Company's credit facility
with Heller Financial, Inc., the note was refinanced by the Greenberg Family
Trust into the $10.0 million Subordinated Note and the Unsubordinated Note
(which was originally $3.2 million). As of March 31, 1999, approximately $1.4
million had been repaid under the Unsubordinated Note and $1.8 million was
outstanding. The Subordinated and Unsubordinated Notes each bear interest at the
prime rate (7.75% at March 31, 1999) and are due on demand. The Greenberg Family
Trust agreed not to call the Subordinated Note prior to April 2000. The Company
recorded interest expense of approximately $1.2 million, $1.1 million and
$540,000 related to the notes during the years ended December 31, 1996, 1997 and
1998, respectively. The Company intends to use a portion of its net proceeds of
the Offering to repay the notes owed to the Greenberg Family Trust.

The Company has periodically advanced to the Greenberg Family Trust all or
a portion of the interest payments due on the indebtedness to the Greenberg
Family Trust. As of the years ended December 31, 1996 and 1997 and March 31,
1999, the Company had advanced approximately $193,000, $277,000 and $52,000, of
such interest payments, respectively. As of December 31, 1998, the Company had
no advances outstanding with respect to interest payments to the Greenberg
Family Trust. The Greenberg Family Trust intends to repay all outstanding
amounts on or before the closing of the Offering.

During the years ended December 31, 1996, 1997 and 1998, the Company
declared S Corporation distributions of $112,000, $3.2 million and $7.9 million,
respectively, of which the amounts indicated below were paid to the following
holders of 5% or more of the Company's Class B Common Stock:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------
NAME OF STOCKHOLDER 1996 1997(1) 1998(2)
------------------- ------- ---------- ----------
<S> <C> <C> <C>
The Greenberg Family Trust............ $72,387 $2,102,100 $5,148,000
Michael Greenberg..................... 11,136 323,400 792,000
Jason Greenberg(3).................... 5,568 161,700 396,000
Jeffrey Greenberg(4).................. 5,568 161,700 396,000
Joshua Greenberg...................... 5,568 161,700 396,000
Jennifer Greenberg.................... 5,568 161,700 396,000
</TABLE>

- ---------------
(1) At January 1, 1998, the Company had distributions payable, bearing interest
at 5% per annum, payable as follows: the Greenberg Family Trust -- $227,209;
Michael Greenberg -- $75,211; Jason Greenberg -- $56,526; Jeffrey
Greenberg -- $18,636; Joshua Greenberg -- $55,478; and Jennifer
Greenberg -- $63,813.

(2) At December 31, 1998, the Company had distributions payable, bearing
interest at 5% per annum, payable as follows: the Greenberg Family
Trust -- $264,522; Michael Greenberg -- $108,463; Jason
Greenberg -- $63,715; Joshua Greenberg -- $70,919; and Jennifer
Greenberg -- $72,273.

(3) Jason Greenberg was formerly a director of the Company.

(4) Jeffrey Greenberg was formerly the Chief Operating Officer and a director of
the Company.

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<PAGE> 72

In January 1999, the Company declared the January 1999 Distribution
consisting of its "Cross-Colours" trademark to the Greenberg Family Trust,
Michael Greenberg, Jason Greenberg, Jeffrey Greenberg, Joshua Greenberg and
Jennifer Greenberg. The Company valued this distribution at $350,000. The
remaining stockholders received cash in the aggregate amount of $18,421. The
following distributions were made to the holders of 5% or more of the Company's
Class B Common Stock:

<TABLE>
<CAPTION>
PERCENTAGE INTEREST IN VALUE OF
NAME OF STOCKHOLDER THE TRADEMARK PERCENTAGE INTEREST
------------------- ---------------------- -------------------
<S> <C> <C>
The Greenberg Family Trust.......... 68.3% $239,474
Michael Greenberg................... 10.5 36,842
Jason Greenberg..................... 5.3 18,421
Jeffrey Greenberg................... 5.3 18,421
Joshua Greenberg.................... 5.3 18,421
Jennifer Greenberg.................. 5.3 18,421
</TABLE>

The stockholders who received an interest in the trademark sold all of
their rights in the trademark to Stage II Apparel Corp., of which Robert
Greenberg, Chairman of the Board and Chief Executive Officer of the Company, and
Richard Siskind, a director of the Company, are each directors. In connection
with the sale, the Greenberg Family Trust and Michael Greenberg received 140,000
shares and 20,000 shares of Stage II Apparel Corp., respectively, and Jeffrey
Greenberg, Jason Greenberg, Joshua Greenberg and Jennifer Greenberg each
received 10,000 shares. The Company currently licenses under a ten year license
agreement the trademark from Stage II Apparel Corp. and pays a royalty of 1% of
the wholesale price of all footwear sold by the Company with the trademark. For
the years ended December 31, 1997 and 1998, the Company received royalty fees of
$20,000 and $0 for the trademark "Cross Colours." The Company currently does not
intend to materially exploit the "Cross Colours" trademark under the
above-described license agreement.

As a result of a tax refund from the payment of taxes on the Company's
earnings, the Company received a recovery of distributions from stockholders of
$600,000 for the year ended December 31, 1996.

In April 1999, the Company declared the April Tax Distribution consisting
of the first installment of Federal income taxes payable on S Corporation
earnings for 1998. The April Tax Distribution was $3.5 million and was declared
and paid to the following holders of 5% or more of the Company's Class B Common
Stock:

<TABLE>
<CAPTION>
AMOUNT OF APRIL
NAME OF STOCKHOLDER TAX DISTRIBUTION
------------------- ----------------
<S> <C>
The Greenberg Family Trust.................................. $ 66,000
Michael Greenberg........................................... 813,000
Jason Greenberg............................................. 521,600
Jeffrey Greenberg........................................... 597,400
Joshua Greenberg............................................ 519,600
Jennifer Greenberg.......................................... 511,600
</TABLE>

The Company intends to use a portion of the net proceeds of the Offering to
pay (i) the Final 1998 Distribution consisting of the final installment of
Federal income taxes payable on S Corporation earnings for 1998, (ii) the Final
Tax Distribution consisting of income taxes payable S Corporation earnings from
January 1, 1999 through the date of termination of the Company's S Corporation
status and (iii) the Final S Corporation Distribution in an amount designed to
constitute the substantial portion of the Company's remaining undistributed
accumulated taxable S Corporation earnings through the date of termination of
the Company's S Corporation status. It is estimated that the amount of the Final
1998 Distribution will be $7.6 million, all of which will be paid to the

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<PAGE> 73

Greenberg Family Trust. It is estimated that the amount of the Final Tax
Distribution will be $2.8 million, and that the amount of the Final S
Corporation Distribution will be $21.0 million.

The Final Tax Distribution and the Final S Corporation Distribution will be
paid to the holders of 5% or more of the Company's Class B Common Stock:

<TABLE>
<CAPTION>
FINAL TAX FINAL S CORPORATION
NAME OF STOCKHOLDER DISTRIBUTION DISTRIBUTION
------------------- ------------ -------------------
<S> <C> <C>
The Greenberg Family Trust.................................. $1,820,000 $15,885,000
Michael Greenberg........................................... 280,000 1,641,000
Jason Greenberg............................................. 140,000 705,400
Jeffrey Greenberg........................................... 140,000 629,600
Joshua Greenberg............................................ 140,000 707,400
Jennifer Greenberg.......................................... 140,000 715,400
</TABLE>

In connection with the Offering and the termination of the Company's S
Corporation tax status, the Company entered into a tax indemnification agreement
with each of its stockholders. The agreements provide that the Company will
indemnify and hold harmless each of the stockholders for Federal, state, local
or foreign income tax liabilities, and costs relating thereto, resulting from
any adjustment to the Company's income that is the result of an increase in or
change in character, of the Company's income during the period it was treated as
an S Corporation up to the Company's tax saving in connection with such
adjustments. The agreements also provide that if there is a determination that
the Company was not an S Corporation prior to the Offering, the stockholders
will indemnify the Company for the additional tax liability arising as a result
of such determination. The stockholders will also indemnify the Company for any
increase in the Company's tax liability to the extent such increase results in a
related decrease in the stockholders' tax liability.

Shares of Class A Common Stock issuable upon conversion of shares of Class
B Common Stock held by the Greenberg Family Trust and Michael Greenberg are
subject to certain registration rights. See "Description of Capital
Stock -- Registration Rights."

John Quinn, a nominated director of the Company, is a principal of the law
firm of Riordan & McKinzie which provides legal services to the Company.

The Company intends to enter into employment agreements with certain
executive officers. See "Management -- Executive Compensation -- Employment
Agreements."

The Company believes that all of the foregoing transactions were on terms
no less favorable than those that could have been received from unrelated third
parties.

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<PAGE> 74

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Company's Class A and Class B Common Stock (assuming
consummation of the Recapitalization) by (i) each director and nominated
director of the Company, (ii) each of the Named Executive Officers, (iii) each
person known to the Company to be beneficial owner of more than 5% of either
class of the Common Stock and (iv) all directors and executive officers of the
Company as a group.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY OWNED
OWNED PRIOR TO OFFERING(2) AFTER OFFERING(2)
-------------------------------------- ---------------------------------------
NUMBER OF NUMBER OF PERCENT OF NUMBER OF NUMBER OF PERCENT OF
NAME OF BENEFICIAL CLASS A CLASS B TOTAL VOTING CLASS A CLASS B TOTAL VOTING
OWNER(1)(2) SHARES SHARES POWER SHARES SHARES POWER
------------------ --------- ---------- ------------ --------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert Greenberg(3).................... -- 18,079,198(4) 65.0% -- 18,079,198(4) 63.4%
Michael Greenberg...................... -- 2,781,415 10.0 -- 2,781,415 9.8
David Weinberg......................... 69,535(5) -- * 69,535(5) -- *
John Quinn............................. -- -- -- -- -- --
Richard Siskind........................ -- -- -- -- -- --
All directors, director nominees and
executive officers as a group (6
persons)............................. 69,535(5) 20,860,613 75.0 69,535(5) 20,860,613 73.2
</TABLE>

- ---------------
* Less than 1.0%
(1) To the Company's knowledge, except as set forth in the footnotes to this
table and subject to applicable community property laws, each person named
in the table has sole voting and investment power with respect to the shares
of Common Stock set down opposite such person's name. Each of such persons
may be reached at 228 Manhattan Beach Boulevard, Manhattan Beach, California
90266.

(2) The percentage of total voting power is calculated assuming no shares of
Class A Common Stock and 27,814,155 shares of Class B Common Stock were
outstanding on March 31, 1999, as applicable, and 7,000,000 shares of Class
A Common Stock and 27,814,155 shares of Class B Common Stock will be
outstanding immediately following the completion of the Offering, as
applicable. Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission (the "Commission") and generally
includes voting or investment power with respect to the securities. In
computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares of Class A Common Stock subject
to options held by that person that are currently exercisable or exercisable
within 60 days of the effective date of the offering are deemed outstanding.
Such shares, however, are not deemed outstanding for the purposes of
computing the percentage ownership of each other person.

(3) Does not reflect the sale of the maximum number of shares which may be sold
if the over-allotment option is exercised in full. If such option is
exercised in full, the Greenberg Family Trust will sell 1,050,000 shares of
Class A Common Stock and Robert Greenberg will beneficially own 61.8% of the
voting power at such time. The Class B Common Stock is convertible at any
time into shares of the Class A Common Stock on a share-for-share basis. See
"Certain Transactions" for a description of transactions between the
Greenberg Family Trust and the Company.

(4) Represents shares of Class B Common Stock which Mr. Greenberg, Chief
Executive Officer and Chairman of the Board of the Company, is deemed to
beneficially own as a Trustee of the Greenberg Family Trust. M. Susan
Greenberg, Robert Greenberg's wife, is also a trustee of the Greenberg
Family Trust and is also deemed to beneficially own all shares held by the
Greenberg Family Trust.

(5) Represents shares of Class A Common Stock underlying options, which are
exercisable on the effective date of the Offering.

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<PAGE> 75

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 160,000,000 shares
of Common Stock and 10,000,000 shares of Preferred Stock. Of the 160,000,000
shares of Common Stock authorized, 100,000,000 shares are designated as Class A
Common Stock and 60,000,000 shares are designated as Class B Common Stock. After
giving effect to the Offering, there will be 7,000,000 shares of Class A Common
Stock outstanding, 27,814,155 shares of Class B Common Stock outstanding and no
shares of Preferred Stock outstanding.

CLASS A COMMON STOCK AND CLASS B COMMON STOCK

General

The holders of Class A Common Stock and Class B Common Stock have identical
rights except with respect to voting, conversion and transfer. All shares of
Class B Common Stock outstanding upon the effective date of this Prospectus, and
the shares of Class A Common Stock offered hereby will, upon issuance and sale,
be fully paid and nonassessable.

Voting Rights

Holders of Class A Common Stock are entitled to one vote per share while
holders of Class B Common Stock are entitled to ten votes per share on all
matters to be voted on by stockholders. Holders of shares of Class A Common
Stock and Class B Common Stock are not entitled to cumulate their votes in the
election of directors. Generally, all matters to be voted on by stockholders
must be approved by a majority of the votes entitled to be cast by all shares of
Class A Common Stock and Class B Common Stock present in person or represented
by proxy, voting together as a single class, subject to any voting rights
granted to holders of any Preferred Stock. Except as otherwise provided by law
or in the Certificate of Incorporation, and subject to any voting rights granted
to holders of any outstanding Preferred Stock, amendments to the Certificate of
Incorporation must be approved by a majority of the votes entitled to be cast by
all shares of Class A Common Stock and Class B Common Stock present in person or
represented by proxy, voting together as a single class. However, amendments to
the Certificate of Incorporation that would alter or change the powers,
preferences or special rights of the Class A Common Stock so as to affect them
adversely also must be approved by a majority of the votes entitled to be cast
by the holders of the Class A Common Stock, voting as a separate class. Any
amendment to the Certificate of Incorporation to increase the authorized shares
of any class requires the approval of a majority of the votes entitled to be
cast by all shares of Class A Common Stock and Class B Common Stock present in
person or represented by proxy, voting together as a single class, subject to
the rights set forth in any series of Preferred Stock created as described
below.

Dividends, Distributions and Stock Splits

Holders of Class A Common Stock and Class B Common Stock will share equally
on a per share basis in any dividend declared by the Board of Directors, subject
to any preferential rights of any outstanding Preferred Stock.

Dividends or distributions consisting of shares of Class A Common Stock and
Class B Common Stock may be paid only as follows: (i) shares of Class A Common
Stock may be paid only to holders of Class A Common Stock, and shares of Class B
Common Stock may be paid only to holders of Class B Common Stock; and (ii) the
number of shares so paid will be equal on a per share basis with respect to each
outstanding share of Class A Common Stock and Class B Common Stock. In the case
of dividends or distributions consisting of other voting shares of the Company,
the Company will declare and pay such dividends in two separate classes of such
voting securities, identical in all respects, except that the voting rights of
each such security paid to the holders of the Class A Common Stock shall be
one-tenth of the voting rights of each such security paid to the holders of

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<PAGE> 76

Class B Common Stock, and such security paid to the holders of Class B Common
Stock shall convert into the security paid to the holders of the Class A Common
Stock upon the same terms and conditions applicable to the Class B Common Stock.
In the case of dividends or distributions consisting of securities convertible
into, or exchangeable for, voting securities of the Company, the Company will
provide that such convertible or exchangeable securities and the underlying
securities be identical in all respects, except that the voting rights of each
security underlying the convertible or exchangeable security paid to the holders
of the Class A Common Stock shall be one-tenth of the voting rights of each
security underlying the convertible or exchangeable security paid to the holders
of Class B Common Stock, and such underlying securities paid to the holders of
Class B Common Stock shall convert into the security paid to the holders of the
Class A Common Stock upon the same terms and conditions applicable to the Class
B Common Stock.

The Company may not reclassify, subdivide or combine shares of either class
of Common Stock without at the same time proportionally reclassifying,
subdividing or combining shares of the other class.

Conversion of Class B Common Stock

A share of Class B Common Stock will be convertible into a share of Class A
Common Stock on a share-for-share basis (i) at the option of the holder thereof
at any time, or (ii) automatically upon transfer to a person or entity which is
not a Permitted Transferee (as defined in the Certificate of Incorporation). In
general, Permitted Transferees will include (i) all holders of the Class B
Common Stock outstanding immediately prior to the Offering and (ii) any Person
(as defined in the Certificate of Incorporation) that is an affiliate, spouse or
descendent of any such holder, their estates or trusts for their benefit. The
Class A Common Stock has no conversion rights.

Liquidation

In the event of any dissolution, liquidation, or winding up of the affairs
of the Company, whether voluntary or involuntary, after payment of the debts and
other liabilities of the Company and making provision for the holders of
Preferred Stock, if any, the remaining assets of the Company will be distributed
ratably among the holders of the Class A Common Stock and the Class B Common
Stock, treated as a single class.

Mergers and Other Business Combinations

Upon a merger, combination, or other similar transaction of the Company in
which shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, holders of each class of Common
Stock will be entitled to receive an equal per share amount of stock,
securities, cash, and/or any other property, as the case may be, into which or
for which each share of any other class of Common Stock is exchanged or changed;
provided that in any transaction in which shares of capital stock are
distributed, such shares so exchanged for or changed into may differ as to
voting rights and certain conversion rights to the extent and only to the extent
that the voting rights and certain conversion rights of Class A Common Stock and
Class B Common Stock differ at that time.

Other Provisions

The holders of the Class A Common Stock and Class B Common Stock are not
entitled to preemptive rights. There are no redemption provisions or sinking
fund provisions applicable to the Class A Common Stock or the Class B Common
Stock.

PREFERRED STOCK

The Board of Directors has the authority, without further action by the
stockholders of the Company, to issue up to 10,000,000 shares of Preferred Stock
in one or more series, and to fix the

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<PAGE> 77

designations, rights, preferences, privileges, qualifications and restrictions
thereof including dividend rights, conversion rights, voting rights, rights and
terms of redemption, liquidation preferences and sinking fund terms, any or all
of which may be greater than the rights of the Common Stock. The Board of
Directors, without stockholder approval, can issue Preferred Stock with voting,
conversion and other rights which could adversely affect the voting power and
other rights of the holders of Common Stock. Preferred Stock could thus be
issued quickly with terms calculated to delay or prevent a change in control of
the Company or to make removal of management more difficult. In certain
circumstances, such issuance could have the effect of decreasing the market
price of the Common Stock. The issuance of Preferred Stock may have the effect
of delaying, deterring or preventing a change in control of the Company without
any further action by the stockholders including, but not limited to, a tender
offer to purchase Common Stock at a premium over then current market prices. The
Company has no present plan to issue any shares of Preferred Stock.

REGISTRATION RIGHTS

The Company has entered into a registration rights agreement with the
Greenberg Family Trust, of which Robert Greenberg, Chairman of the Board and
Chief Executive Officer, is a Trustee, and Michael Greenberg, President,
pursuant to which the Company has agreed that it will, on up to two separate
occasions per year, register up to one-third of the shares of Class A Common
Stock issuable upon conversion of their Class B Common Stock beneficially owned
as of the closing of the Offering by each such stockholder in any one year
provided, among other conditions, that the underwriters of any such offering
have the right to limit the number of shares included in such registration. The
Company also agreed that, if it shall cause to be filed with the Commission a
registration statement, each such stockholder shall have the right to include up
to one-third of the shares of Class A Common Stock issuable upon conversion of
their Class B Common Stock beneficially owned as of the closing of the Offering
by each of them in such registration statement provided, among other conditions,
that the underwriters of any such offering have the right to limit the number of
shares included in such registration. All expenses of such registrations shall
be at the Company's expense. See "Certain Transactions."

ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE COMPANY'S CHARTER AND BYLAWS

The Company's Bylaws provide that the Board of Directors is divided into
three classes. Class I Directors will serve until the annual meeting of
stockholders in 2000 and thereafter for the terms of three years until their
successors have been elected and qualified. Class II Directors will serve until
the annual meeting of stockholders in 2001 and thereafter for terms of three
years until their successors have been elected and qualified. Class III
Directors will serve until the annual meeting of stockholders in 2002 and
thereafter for terms of three years until their successors have been elected and
qualified. Stockholders have no cumulative voting rights and the Company's
stockholders representing a majority of the shares of Common Stock outstanding
are able to elect all of the directors. The Company's Bylaws also provide that
any action that is required to be or may be taken at any annual or special
meeting of stockholders of the Company, may, if such action has been earlier
approved by the Board, be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. The Bylaws provide that only the Company's Board of Directors or the
Chairman may call a special meeting of the stockholders.

The classification of the Board of Directors and lack of cumulative voting
makes it more difficult for the Company's existing stockholders to replace the
Board of Directors as well as for any other party to obtain control of the
Company by replacing the Board of Directors. Since the Board of Directors has
the power to retain and discharge officers of the Company, these provisions
could make it more difficult for existing stockholders or another party to
effect a change in management.

These and other provisions may have the effect of deterring hostile
takeovers or delaying changes in control or management of the Company. These
provisions are intended to enhance the

77
<PAGE> 78

likelihood of continued stability in the composition of the Board of Directors
and in the policies furnished by the Board of Directors and to discourage
certain types of transactions that may involve an actual or threatened change of
control of the Company. These provisions are designed to reduce the
vulnerability of the Company to an unsolicited acquisition proposal. These
provisions are also intended to discourage certain tactics that may be used in
proxy fights. However, such provisions could have the effect of discouraging
others from making tender offers for the Company's shares and, as a consequence,
they may also inhibit fluctuations in the market price of the Company's shares
that could result from actual or rumored takeover attempts. Such provisions also
may have the effect of preventing changes in the management of the Company.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

Generally, Section 203 of the DGCL prohibits a publicly held Delaware
corporation from engaging in a broad range of "business combinations" with an
"interested stockholder" (defined generally as a person owning 15.0% of more of
a corporation's outstanding voting stock) for three years following the date
such person became an interested stockholder unless (i) before the person
becomes an interested stockholder, the transaction resulting in such person
becoming an interested stockholder or the business combination is approved by
the board of directors of the corporation, (ii) upon consummation of the
transaction that resulted in the stockholder becoming an interested stockholder,
the interested stockholder owns at least 85.0% of the outstanding voting stock
of the corporation (excluding shares owned by directors who are also officers of
the corporation or shares held by employee stock plans that do not provide
employees with the right to determine confidentially whether shares held subject
to the plan will be tendered in a tender offer or exchange offer), or (iii) on
or after such date on which such person became an interested stockholder the
business combination is approved by the board of directors and authorized at an
annual or special meeting, and not by written consent, by the affirmative vote
of at least 66.6% of the outstanding voting stock excluding shares owned by the
interested stockholders. The restrictions of Section 203 do not apply, among
other reasons, if a corporation, by action of its stockholders, adopts an
amendment to its certificate of incorporation or bylaws expressly electing not
to be governed by Section 203, provided that, in addition to any other vote
required by law, such amendment to the certificate of incorporation or bylaws
must be approved by the affirmative vote of a majority of the shares entitled to
vote. Moreover, an amendment so adopted is not effective until twelve months
after its adoption and does not apply to any business combination between the
corporation and any person who became an interested stockholder of such
corporation on or prior to such adoption. The Certificate of Incorporation and
Bylaws do not currently contain any provisions electing not to be governed by
Section 203 of the DGCL.

Section 203 of the DGCL may discourage persons from making a tender offer
for or acquisitions of substantial amounts of the Class A Common Stock. This
could have the effect of inhibiting changes in management and may also prevent
temporary fluctuations in the Class A Common Stock that often result from
takeover attempts.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Class A Common Stock is American
Stock Transfer and Trust Company.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to the Offering, there has been no public market for the Class A
Common Stock. No prediction can be made as to the effect, if any, that market
sales of shares or the availability of shares for sale will have on the market
price prevailing from time to time. Sales of substantial amounts of Class A
Common Stock of the Company in the public market could adversely affect
prevailing market prices.

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<PAGE> 79

After the Offering, the Company will have outstanding 7,000,000 shares of
Class A Common Stock. In addition, the Company will have outstanding 27,814,155
shares of Class B Common Stock, all of which will be convertible into Class A
Common Stock on a share-for-share basis at the election of the holder or upon
transfer or disposition to persons who are not Permitted Transferees (as defined
in the Company's Certificate of Incorporation). Of the outstanding shares, the
7,000,000 shares of Class A Common Stock to be sold in the Offering will be
freely tradeable without restriction or further registration under the
Securities Act unless purchased by "affiliates" of the Company as that term is
defined in Rule 144 under the Securities Act.

The 27,814,155 shares of Class B Common Stock outstanding upon completion
of the Offering are "restricted securities" as that term is defined in Rule 144,
all of which will be eligible for sale under Rule 144 upon completion of the
Offering, subject to the lock-up described below. As described below, Rule 144
permits resales of restricted securities subject to certain restrictions.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated) who beneficially owned shares for at least one
year, including any person who may be deemed an "affiliate" of the Company (as
the term "affiliate" is defined under the Securities Act), would be entitled to
sell within any three month period a number of such shares that does not exceed
the greater of 1.0% of the shares of the Company's Class A Common Stock then
outstanding (70,000 shares immediately after the Offering) or the average weekly
trading volume in the Company's Class A Common Stock during the four calendar
weeks preceding the date on which notice of the sale is filed with the
Commission. A person who is not deemed to have been an "affiliate" of the
Company any time during the three months immediately preceding a sale and who
has beneficially owned shares for at least two years would be entitled to sell
such shares under Rule 144 without regard to the volume limitation described
above.

All executive officers, directors, stockholders and optionholders of the
Company (including the Selling Stockholder) have agreed that they will not,
without the prior written consent of BT Alex. Brown Incorporated on behalf of
the Underwriters (which consent may be withheld in its sole discretion) and
subject to certain limited exceptions, offer, pledge, sell, contract to sell,
sell any option or contract to purchase, sell short, purchase any option or
contract to sell, grant any option, right or warrant to purchase, lend or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock, or enter into any swap or similar agreement that transfers, in
whole or in part, any of the economic consequences of ownership of the Common
Stock, for a period commencing on the date of this Prospectus and continuing to
a date 180 days after such date; provided, however, that such restrictions do
not apply to shares of Class A Common Stock sold or purchased in the Offering or
to shares of Class A Common Stock purchased in the open market following the
Offering. BT Alex. Brown Incorporated, on behalf of the Underwriters, may, in
its sole discretion and at any time without notice, release all or any portion
of the securities subject to these lock up agreements. In addition, the Company
has agreed that, for a period of 180 days after the date of this Prospectus, it
will not, without the consent of BT Alex. Brown Incorporated, make any offering,
sale, short sale or other disposition of any shares of Common Stock of the
Company or other securities convertible into or exchangeable or exercisable for
shares of Common Stock or derivative of Common Stock (or agreement for such)
except for the grant of options to purchase shares of Class A Common Stock
pursuant to the Stock Option Plan and shares of Class A Common Stock issued
pursuant to the exercise of options granted under such plan and the grant of
purchase rights and issuance of shares under the 1998 Purchase Plan, provided
that such options and grants shall not vest, or the Company shall obtain the
written consent of the holder thereof not to transfer such shares, until the end
of such 180-day period. See "Management -- Stock Options" and "Underwriting."

In general, under Rule 701 under the Securities Act, any employee,
director, consultant or advisor of the Company who purchases shares from the
Company in connection with a compensatory stock or option plan or other written
compensatory agreement is entitled to resell such shares without having to
comply with the public information, holding period, volume limitation or notice
79
<PAGE> 80

provisions of Rule 144, and affiliates are eligible to resell such shares 90
days after the effective date of the Offering in reliance on Rule 144, subject
to the provisions of the 180-day lock-up arrangements.

The Stock Option Plan authorizes the grant of options to purchase, and
awards of, an aggregate of up to 5,215,154 shares of the Company's Class A
Common Stock. Options to purchase 1,390,715 shares are outstanding. In addition,
options to purchase 1,142,907 shares of Class A Common Stock are expected to be
granted to certain employees and non-employee directors of the Company on the
effective date of the Offering, which options will vest ratably commencing one
year from the date of this Prospectus in 20.0% increments for any employees and
officers, and in 33.3% increments for non-employee directors. An aggregate of
2,781,415 shares are reserved for issuance under the 1998 Purchase Plan. The
Company intends to file a Registration Statement on Form S-8 covering all
outstanding options and shares reserved for issuance under the Stock Option Plan
and the 1998 Purchase Plan, thus permitting the resale of such shares in the
public market.

Certain stockholders beneficially owning an aggregate of 20,860,613 shares
of Class B Common Stock have certain registration rights relating to the shares
of Class A Common Stock issuable upon conversion of their Class B Common Stock.
If such holders, by exercising their registration rights, cause a large number
of shares to be registered and sold in the public market, such sales could have
a material adverse effect on the market price for the Company's Class A Common
Stock. See "Description of Capital Stock -- Registration Rights."

80
<PAGE> 81

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Underwriters named below (the "Underwriters"), through their Representatives, BT
Alex. Brown Incorporated and Prudential Securities Incorporated have severally
agreed to purchase from the Company the following respective numbers of shares
of Class A Common Stock at the initial public offering price less the
underwriting discounts and commissions set forth on the cover page of this
Prospectus:

<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
----------- ----------------
<S> <C>
BT Alex. Brown Incorporated................................. 1,715,000
Prudential Securities Incorporated.......................... 735,000
Bear Stearns & Co. Inc...................................... 300,000
CIBC World Markets.......................................... 300,000
Donaldson, Lufkin & Jenrette Securities..................... 300,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... 300,000
Morgan Stanley & Co. Incorporated........................... 300,000
Salomon Smith Barney Inc.................................... 300,000
Wasserstein Perella Securities, Inc......................... 300,000
Blaylock & Partners, L.P. .................................. 175,000
J.C. Bradford & Co.......................................... 175,000
Dain Rauscher Wessels....................................... 175,000
EBI Securities Corporation.................................. 175,000
Ferris, Baker Watts, Inc. .................................. 175,000
Gerard Klauer Mattison & Co., Inc. ......................... 175,000
Gruntal & Co., L.L.C. ...................................... 175,000
Josephthal & Co. Inc. ...................................... 175,000
McDonald Investments Inc., a Keycorp Company................ 175,000
Edgar M. Norris & Co. Inc. ................................. 175,000
Suntrust Equitable Securities Corporation................... 175,000
Tucker Anthony Incorporated................................. 175,000
First Security Van Kasper................................... 175,000
Wedbush Morgan Securities Inc. ............................. 175,000
----------
Total............................................. 7,000,000
==========
</TABLE>

The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will purchase all shares of the Class A Common Stock offered hereby
if any of such shares are purchased.

The Company and the Selling Stockholder have been advised by the
Representatives of the Underwriters that the Underwriters propose to offer the
shares of Class A Common Stock to the public at the initial public offering
price set forth on the cover page of this Prospectus and to certain dealers at
such price less a concession not in excess of $0.42 per share. The Underwriters
may allow, and such dealers may reallow, a concession not in excess of $0.10 per
share to certain other dealers. After the initial public offering, the offering
price and other selling terms may be changed by the Representatives of the
Underwriters. The expenses of the Offering, all of which are being paid by the
Company, are estimated to be $2,000,000.

The Greenberg Family Trust has granted an option to the Underwriters,
exercisable not later than 30 days after the date of this Prospectus, to
purchase up to 1,050,000 additional shares of Class A Common Stock at the public
offering price less the underwriting discounts and commissions set forth on the
cover page of this Prospectus. To the extent that the Underwriters exercise such
option, each of the Underwriters will have a firm commitment to purchase
approximately the same percentage thereof that the number of shares of Class A
Common Stock to be purchased by it shown

81
<PAGE> 82

in the above table bears to 7,000,000 and the Greenberg Family Trust will be
obligated, pursuant to the option, to sell such shares to the Underwriters. The
Underwriters may exercise such option only to cover over-allotments made in
connection with the sale of Class A Common Stock offered hereby. If purchased,
the Underwriters will offer such additional shares on the same terms as those on
which the 7,000,000 shares are being offered.

The Company and the Selling Stockholder have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act.

All executive officers, directors, stockholders and optionholders of the
Company (including the Selling Stockholder) have agreed that they will not,
without the prior written consent of BT Alex. Brown Incorporated, on behalf of
the Underwriters, (which consent may be withheld in its sole discretion) and
subject to certain limited exceptions, offer, pledge, sell, contract to sell,
sell any option or contract to purchase, sell short, purchase any option or
contract to sell, grant any option, right or warrant to purchase, lend or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock, or enter into any swap or similar agreement that transfers, in
whole or in part, any of the economic consequences of ownership of the Common
Stock, for a period commencing on the date of this Prospectus and continuing to
a date 180 days after such date; provided, however, that such restrictions do
not apply to shares of Class A Common Stock sold or purchased in the Offering or
to shares of Class A Common Stock purchased in the open market following the
Offering. BT Alex. Brown Incorporated, on behalf of the Underwriters, may, in
its sole discretion and at any time without notice, release all or any portion
of the securities subject to these lock up agreements. In addition, the Company
has agreed that, for a period of 180 days after the date of this Prospectus, it
will not, without the consent of BT Alex. Brown Incorporated, make any offering,
sale, short sale or other disposition of any shares of Common Stock of the
Company or other securities convertible into or exchangeable or exercisable for
shares of Common Stock or derivative of Common Stock (or agreement for such)
except for the grant of options to purchase shares of Class A Common Stock
pursuant to the Stock Option Plan and shares of Class A Common Stock issued
pursuant to the exercise of options granted under such plan and the grant of
purchase rights and issuance of shares under the 1998 Purchase Plan, provided
that such options and grants shall not vest, or the Company shall obtain the
written consent of the holder thereof not to transfer such shares, until the end
of such 180-day period. See "Management -- Stock Options" and "Shares Eligible
for Future Sale."

The Representatives of the Underwriters have advised the Company and the
Selling Stockholder that the Underwriters do not expect to make sales to
accounts over which they exercise discretionary authority in excess of 5.0% of
the number of shares of Class A Common Stock offered hereby.

Prior to the Offering, there has been no public market for the Class A
Common Stock of the Company. Consequently, the initial public offering price for
the Company has been determined by negotiations among the Company, the Selling
Stockholder and the Representatives. Among the factors to be considered in such
negotiations are the history of, and prospects for, the Company and the industry
in which it competes, an assessment of the Company management, its past and
present operations and financial performance, the prospects for further earnings
of the Company, the present state of the Company's development, the general
condition of the securities markets at the time of the Offering, the market
prices of and demand for publicly traded common stocks of comparable companies
in recent periods and other factors deemed relevant.

The Representatives have advised the Company that, pursuant to Regulation M
under the Securities Act, certain persons participating in the Offering may
engage in transactions, including stabilizing bids, syndicate covering
transactions or the imposition of penalty bids, which may have the effect of
stabilizing or maintaining the market price of the Class A Common Stock at a
level above that which might otherwise prevail in the open market. A
"stabilizing bid" is a bid for or the purchase of the Class A Common Stock on
behalf of the Underwriters for the purpose of fixing or maintaining the price of
the Class A Common Stock. A "syndicate covering transaction" is the bid for

82
<PAGE> 83

or the purchase of the Class A Common Stock on behalf of the Underwriters to
reduce a short position incurred by the Underwriters in connection with the
Offering. A "penalty bid" is an arrangement permitting the Representatives to
reclaim the selling concession otherwise accruing to an Underwriter or syndicate
member in connection with the Offering if the Class A Common Stock originally
sold by such Underwriter or syndicate member is purchased by the Representative
in a syndicate covering transaction and has therefore not been effectively
placed by such Underwriter or syndicate member. The Representatives have advised
the Company that such transactions may be effected on the New York Stock
Exchange or otherwise and, if commenced, may be discontinued at any time.

LEGAL MATTERS

Certain matters relating to this offering are being passed upon for the
Company and the Selling Stockholder by Freshman, Marantz, Orlanski, Cooper &
Klein, a law corporation, Beverly Hills, California. Certain legal matters will
be passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati,
Professional Corporation, Palo Alto, California.

EXPERTS

The consolidated financial statements and schedule of Skechers U.S.A., Inc.
as of December 31, 1997 and 1998, and for each of the years in the three-year
period ended December 31, 1998, have been included herein and in the
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, appearing elsewhere herein, and upon the authority
of said firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed a Registration Statement under the Securities Act
with the Commission with respect to the Class A Common Stock offered hereby.
This Prospectus, which constitutes part of the Registration Statement, omits
certain of the information contained in the Registration Statement and the
exhibits thereto on file with the Commission pursuant to the Securities Act and
the rules and regulations of the Commission. Statements contained in this
Prospectus such as the contents of any contract or other document referred to
are not necessarily complete and in each instance reference is made to the copy
of such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference. A copy of the Registration Statement, including the exhibits thereto,
may be inspected without charge at the Commission's principal office at 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and copies of all
or any part thereof may be obtained from the Commission upon the payment of
certain fees prescribed by the Commission. The Commission also maintains a World
Wide Web site that contains reports, proxy and information statements and other
information regarding registrants, such as the Company, that file electronically
with the Commission. The address of the site is http://www.sec.gov.

83
<PAGE> 84

SKECHERS U.S.A., INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report................................
F-2
Audited Consolidated Financial Statements:
Consolidated Balance Sheets -- December 31, 1997 and
1998...................................................
F-3
Consolidated Statements of Earnings -- Each of the years
in the three-year period ended
December 31, 1998......................................
F-4
Consolidated Statements of Stockholders' Equity -- Each of
the years in the three-year period ended December 31,
1998...................................................
F-5
Consolidated Statements of Cash Flows -- Each of the years
in the three-year period ended December 31, 1998.......
F-6
Notes to Consolidated Financial Statements................
F-7
Unaudited Interim Condensed Consolidated Financial
Statements:
Consolidated Balance Sheet -- March 31, 1999..............
F-15
Consolidated Statements of Earnings -- Three-month periods
ended March 31, 1998 and 1999..........................
F-16
Consolidated Statement of Stockholders'
Equity -- Three-month period ended March 31, 1999......
F-17
Consolidated Statements of Cash Flows -- Three-month
periods ended March 31, 1998 and 1999..................
F-18
Notes to Consolidated Financial Statements................
F-19
</TABLE>

F-1
<PAGE> 85

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Skechers U.S.A., Inc.:

We have audited the accompanying consolidated balance sheets of Skechers
U.S.A., Inc. and subsidiary as of December 31, 1997 and 1998, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1998. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Skechers
U.S.A., Inc. and subsidiary as of December 31, 1997 and 1998, and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 1998, in conformity with generally accepted accounting
principles.

KPMG LLP
Los Angeles, California
March 12, 1999, except as to
Note 12, which is as of May 28, 1999

F-2
<PAGE> 86

SKECHERS U.S.A., INC.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1997 AND 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)

ASSETS

<TABLE>
<CAPTION>
1997 1998
------- --------
<S> <C> <C>
Current assets:
Cash...................................................... $ 1,462 $ 10,942
Trade accounts receivable, less allowances for bad debts
and returns of $1,990 in 1997 and $3,413 in 1998....... 31,231 46,771
Due from officers and employees........................... 355 116
Other receivables......................................... 1,293 2,329
------- --------
Total receivables................................. 32,879 49,216
------- --------
Inventories............................................... 45,832 65,390
Prepaid expenses and other current assets................. 739 2,616
------- --------
Total current assets.............................. 80,912 128,164
------- --------
Property and equipment, at cost, less accumulated
depreciation and amortization............................. 7,423 15,196
Intangible assets, at cost, less applicable amortization.... 1,137 1,003
Other assets, at cost....................................... 1,409 1,921
------- --------
$90,881 $146,284
======= ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings..................................... $22,837 $ 54,323
Current installments of long-term borrowings.............. 300 816
Current installments of notes payable to stockholder...... -- 2,244
Accounts payable.......................................... 36,013 38,145
Accrued expenses.......................................... 4,681 9,530
------- --------
Total current liabilities......................... 63,831 105,058
------- --------
Long-term borrowings, excluding current installments........ 2,675 3,550
Notes payable to stockholder, excluding current
installments.............................................. 13,250 10,000
Commitments and contingencies
Stockholders' equity:
Preferred Stock, $.001 par value; 10,000 shares
authorized; none issued and outstanding................ -- --
Class A Common Stock, $.001 par value; 100,000 shares
authorized; none issued and outstanding................ -- --
Class B Common Stock, $.001 par value; 60,000 shares
authorized; 27,814 shares issued and outstanding....... 2 2
Additional paid-in capital................................ -- --
Retained earnings......................................... 11,123 27,674
------- --------
Total stockholders' equity........................ 11,125 27,676
------- --------
$90,881 $146,284
======= ========
</TABLE>

See accompanying notes to consolidated financial statements.
F-3
<PAGE> 87

SKECHERS U.S.A., INC.

CONSOLIDATED STATEMENTS OF EARNINGS

THREE-YEAR PERIOD ENDED DECEMBER 31, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
1996 1997 1998
-------- -------- --------
<S> <C> <C> <C>
Net sales................................................... $115,410 $183,827 $372,680
Cost of sales............................................... 81,199 115,104 218,100
-------- -------- --------
Gross profit....................................... 34,211 68,723 154,580
Royalty income, net......................................... 1,592 894 855
-------- -------- --------
35,803 69,617 155,435
-------- -------- --------
Operating expenses:
Selling................................................... 11,739 21,584 49,983
General and administrative................................ 18,939 32,397 71,461
-------- -------- --------
30,678 53,981 121,444
-------- -------- --------
Earnings from operations........................... 5,125 15,636 33,991
-------- -------- --------
Other income (expense):
Interest.................................................. (3,231) (4,186) (8,631)
Other, net................................................ 61 (37) (239)
-------- -------- --------
(3,170) (4,223) (8,870)
-------- -------- --------
Earnings before income taxes....................... 1,955 11,413 25,121
State income taxes -- all current........................... 45 390 650
-------- -------- --------
Net earnings....................................... $ 1,910 $ 11,023 $ 24,471
======== ======== ========
Pro forma operations data (unaudited):
Earnings before income taxes.............................. $ 1,955 $ 11,413 $ 25,121
Income taxes.............................................. 782 4,565 10,048
-------- -------- --------
Net earnings....................................... $ 1,173 $ 6,848 $ 15,073
======== ======== ========
Net earnings per share:
Basic................................................... $ .04 $ .25 $ .54
Diluted................................................. $ .04 $ .23 $ .49
======== ======== ========
Weighted average shares:
Basic................................................... 27,814 27,814 27,814
======== ======== ========
Diluted................................................. 29,614 29,614 30,610
======== ======== ========
</TABLE>

See accompanying notes to consolidated financial statements.
F-4
<PAGE> 88

SKECHERS U.S.A., INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

THREE-YEAR PERIOD ENDED DECEMBER 31, 1998
(IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON STOCK TOTAL
--------------- RETAINED STOCKHOLDERS'
SHARES AMOUNT EARNINGS EQUITY
------ ------ -------- -------------
<S> <C> <C> <C> <C>
Balance at December 31, 1995....................... 27,814 $2 $ 936 $ 938
Net earnings..................................... -- -- 1,910 1,910
Recovery of distributions from stockholders...... -- -- 600 600
Distributions.................................... -- -- (112) (112)
------ -- ------- -------
Balance at December 31, 1996....................... 27,814 2 3,334 3,336
Net earnings..................................... -- -- 11,023 11,023
Distributions.................................... -- -- (3,234) (3,234)
------ -- ------- -------
Balance at December 31, 1997....................... 27,814 2 11,123 11,125
Net earnings..................................... -- -- 24,471 24,471
Distributions.................................... -- -- (7,920) (7,920)
------ -- ------- -------
Balance at December 31, 1998....................... 27,814 $2 $27,674 $27,676
====== == ======= =======
</TABLE>

See accompanying notes to consolidated financial statements.
F-5
<PAGE> 89

SKECHERS U.S.A., INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE-YEAR PERIOD ENDED DECEMBER 31, 1998
(IN THOUSANDS)

<TABLE>
<CAPTION>
1996 1997 1998
------- -------- --------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings............................................ $ 1,910 $ 11,023 $ 24,471
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Depreciation and amortization of property and
equipment.......................................... 743 1,137 2,843
Amortization of intangible assets.................... 289 1,456 148
Provision (recovery) for bad debts and returns....... (52) 870 1,423
Loss on disposal of property and equipment........... -- -- 190
(Increase) decrease in:
Receivables........................................ (2,707) (12,635) (17,760)
Inventories........................................ 7,749 (30,021) (19,558)
Prepaid expenses and other current assets.......... 418 (290) (1,877)
Other assets....................................... 71 (1,212) (512)
Increase (decrease) in:
Accounts payable................................... (4,344) 27,623 2,132
Accrued expenses................................... 2,524 (83) 4,249
------- -------- --------
Net cash provided by (used in) operating
activities.................................... 6,601 (2,132) (4,251)
------- -------- --------
Cash flows from investing activities:
Capital expenditures.................................... (630) (6,239) (9,434)
Intangible assets....................................... (199) (512) (14)
------- -------- --------
Net cash used in investing activities........... (829) (6,751) (9,448)
------- -------- --------
Cash flows from financing activities:
Net proceeds related to short-term borrowings........... (7,337) 10,426 31,486
Proceeds from long-term debt............................ -- 3,000 581
Payments on long-term debt.............................. -- (25) (562)
Proceeds from notes payable to stockholder.............. 1,250 -- --
Payments on notes payable to stockholder................ -- -- (1,006)
Distributions to stockholders........................... (112) (3,234) (7,320)
Recovery of distributions from stockholders............. 600 -- --
Other................................................... (41) -- --
------- -------- --------
Net cash provided by (used in) financing
activities.................................... (5,640) 10,167 23,179
------- -------- --------
Net increase in cash.......................... 132 1,284 9,480
Cash at beginning of year................................. 46 178 1,462
------- -------- --------
Cash at end of year....................................... $ 178 $ 1,462 $ 10,942
======= ======== ========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest............................................. $ 3,188 $ 4,186 $ 8,067
Income taxes......................................... 30 226 1,416
======= ======== ========
</TABLE>

Supplemental disclosure of non-cash investing and financing activities:

During 1998, the Company acquired $1,372 of property and equipment under capital
lease arrangements. In connection with one of these arrangements, the Company
received $581 in cash through a sale leaseback transaction.

During 1998, the Company declared $7,920 of dividend distributions of which $600
was included in accrued expenses at December 31, 1998.

See accompanying notes to consolidated financial statements.
F-6
<PAGE> 90

SKECHERS U.S.A., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE-YEAR PERIOD ENDED DECEMBER 31, 1998

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

Skechers U.S.A., Inc. (the "Company") designs, develops, markets and
distributes footwear. The Company also operates retail stores and a direct mail
business.

The accompanying consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiary. All significant intercompany
balances and transactions have been eliminated in consolidation.

Revenue Recognition

Revenue is recognized upon shipment of product or at point of sale for
retail operations. Allowances for estimated returns and discounts are provided
when the related revenue is recorded.

Revenues from royalty agreements are recognized as earned.

Inventories

Inventories, principally finished goods, are stated at the lower of cost
(based on the first-in, first-out method) or market. The Company provides for
potential losses from obsolete or slow-moving inventories.

Income Taxes

The Company has elected to be treated for Federal and state income tax
purposes as an S Corporation under Subchapter S of the Internal Revenue Code and
comparable state laws. As a result, the earnings of the Company have been
included in the taxable income of the Company's stockholders for Federal and
state income tax purposes, and the Company has generally not been subject to
income tax on such earnings, other than California and other state franchise
taxes.

The Company accounts for income taxes under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
Due to the S Corporation election, deferred income taxes have been immaterial.

Depreciation and Amortization

Depreciation and amortization of property and equipment is computed using
the straight-line method utilizing the following estimated useful lives:

<TABLE>
<S> <C>
Furniture, fixtures and equipment 5 years
Leasehold improvements Useful life or remaining lease
term, whichever is shorter
</TABLE>

Intangible assets consist of trademarks and are amortized on a
straight-line basis over ten years. The accumulated amortization as of December
31, 1997 and 1998 is $940,000 and $1,088,000, respectively.

F-7
<PAGE> 91
SKECHERS U.S.A., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

THREE-YEAR PERIOD ENDED DECEMBER 31, 1998

Long-Lived Assets

The Company accounts for long-lived assets, including intangibles, at
amortized cost. As part of an ongoing review of the valuation and amortization
of long-lived assets, management assesses the carrying value of assets if facts
and circumstances suggest that such assets may be impaired. If this review
indicates that the assets will not be recoverable, as determined by a
nondiscounted cash flow analysis over the remaining amortization period, the
carrying value of the assets would be reduced to its estimated fair market
value, based on discounted cash flows.

Advertising Costs

Advertising costs are expensed as incurred. Advertising expense for the
years ended December 31, 1996, 1997 and 1998 approximated $7.9 million, $15.8
million and $42.0 million, respectively.

Start-Up Costs

Start-up costs are charged to operations as incurred.

Earnings per Share

The Company reports earnings per share under Statement of Financial
Accounting Standards No. 128 ("SFAS No. 128"), "Earnings Per Share." Under SFAS
No. 128, basic earnings per share excludes any dilutive effects of options,
warrants and convertible securities. Diluted earnings per share reflects the
potential dilution that could occur if securities to issue common stock were
exercised or converted into common stock. The weighted average diluted shares
outstanding gives effect to the sale by the Company of those shares of Common
Stock necessary to fund the payment of the excess of (i) the sum of stockholder
distributions during the previous 12-month period and distributions paid or
declared thereafter until the consummation of the Offering in excess of (ii) the
S Corporation earnings in the previous 12-month period based on an initial
public offering price of $11 per share, net of underwriting discounts.

The reconciliation of basic to diluted weighted average shares is as
follows (in thousands):

<TABLE>
<CAPTION>
1996 1997 1998
------ ------ ------
<S> <C> <C> <C>
Weighted average shares used in basic computation.......... 27,814 27,814 27,814
Shares to fund stockholders distributions as described
above................................................. 1,800 1,800 1,800
Dilutive stock options................................... -- -- 996
------ ------ ------
Weighted average shares used in diluted computation........ 29,614 29,614 30,610
====== ====== ======
</TABLE>

Stock Compensation

The Company accounts for stock compensation under SFAS No. 123, "Accounting
for Stock-Based Compensation", and has elected to measure compensation cost
under Accounting Principles Board Opinion No. 25 and comply with the pro forma
disclosure requirements. Had compensation cost been determined using the fair
value at the grant date for awards during 1998, consistent with

F-8
<PAGE> 92
SKECHERS U.S.A., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

THREE-YEAR PERIOD ENDED DECEMBER 31, 1998

the provisions of SFAS No. 123, the Company's net earnings would have been
reduced to the pro forma amount as indicated below (in thousands). No stock
awards were granted prior to 1998.

<TABLE>
<S> <C>
Pro forma net earnings...................................... $24,273
=======
Pro forma net earnings per share
Basic..................................................... $ .54
Diluted................................................... $ .49
</TABLE>

The fair value of each option is estimated on the date of grant using the
minimum value method with the following weighted average assumptions used for
grants during 1998; dividend yield of 0%; risk-free interest rate of 5.7% and
expected lives of eight years. The effects of applying SFAS No. 123 may not be
representative of effects on reported net earnings for future years.

Use of Estimates

Management 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 generally accepted accounting principles. Actual
results could differ from those estimates.

Product Design and Development Costs

The Company charges all product design and development costs to expense
when incurred. Product design and development costs aggregated approximately
$900,000, $1.8 million and $2.4 million during the years ended December 31,
1996, 1997 and 1998, respectively.

Comprehensive Income

Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income." SFAS No. 130 establishes standards to measure all changes
in equity that result from transactions and other economic events other than
transactions with owners. Comprehensive income is the total of net earnings and
all other nonowner changes in equity. Except for net earnings, the Company does
not have any transactions and other economic events that qualify as
comprehensive income as defined under SFAS No. 130. Accordingly, the adoption of
SFAS No. 130 did not affect the Company's financial reporting.

Fair Value of Financial Instruments

The carrying amount of the Company's financial instruments, which
principally include cash, accounts receivable, accounts payable and accrued
expenses, approximates fair value due to the relatively short maturity of such
instruments.

The fair value of the Company's short-term instruments reflects the fair
value based upon current rates available to the Company for similar debt. The
fair value of the Company's long-term debt instruments is based on quoted market
prices.

Reclassifications

Certain amounts in the accompanying consolidated financial statements have
been reclassified to conform with the 1998 presentation.

F-9
<PAGE> 93
SKECHERS U.S.A., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

THREE-YEAR PERIOD ENDED DECEMBER 31, 1998

(2) PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows (in thousands):

<TABLE>
<CAPTION>
1997 1998
------ -------
<S> <C> <C>
Furniture, fixtures and equipment....................... $7,355 $11,849
Leasehold improvements.................................. 2,777 8,738
------ -------
Total property and equipment.................. 10,132 20,587
Less accumulated depreciation and amortization.......... 2,709 5,391
------ -------
Property and equipment, net................... $7,423 $15,196
====== =======
</TABLE>

(3) SHORT-TERM BORROWINGS

The Company has available a secured line of credit, as amended in December
1998, permitting borrowings up to $120,000,000 based upon eligible accounts
receivable and inventories. The agreement expires on December 31, 2002.
Borrowings bear interest at the rate of prime (7.75% at December 31, 1998) plus
.25% or at LIBOR (5.07% at December 31, 1998) plus 2.75% as elected by the
Company. The agreement provides for the issuance of letters of credit up to a
maximum of $18,000,000, which decreases the amount available for borrowings
under the agreement. Outstanding letters of credit at December 31, 1998 were
$3,942,000. Available borrowings under the line of credit at December 31, 1998
was approximately $7,000,000. The Company pays an unused line of credit fee of
.25% annually. The Company is required to maintain certain financial covenants
including specified minimum tangible net worth, working capital and leverage
ratios as well as limit the payment of dividends if it is in default of any
provision of the agreement. The Company was in compliance with these covenants
at December 31, 1998.

(4) NOTES PAYABLE TO STOCKHOLDER

At December 31, 1997, the Company had $13,250,000 outstanding under an
unsecured note payable to a stockholder, bearing interest at 8% and due upon
demand. In connection with the amended and restated line of credit, the Company
refinanced the note payable to stockholder with a financial institution. In
December 1998, the note payable was refinanced by the stockholder into a
$10,000,000 note payable which is subordinated to the line of credit and a
$3,250,000 note payable which is not subordinated to the line of credit. At
December 31, 1998, the $3,250,000 note was reduced by $1,006,000. The notes bear
interest at the prime rate (7.75% at December 31, 1998) and are due on demand.
The note holder has agreed not to call the subordinated note prior to January 1,
2000. Accordingly, the subordinated note has been shown as a long-term liability
in the accompanying consolidated financial statements. The Company recorded
interest expense of approximately $1,200,000, $1,060,000 and $540,000 related to
the stockholder notes during the years ended December 31, 1996, 1997 and 1998,
respectively.

F-10
<PAGE> 94
SKECHERS U.S.A., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

THREE-YEAR PERIOD ENDED DECEMBER 31, 1998

(5) LONG-TERM BORROWINGS

Long-term debt at December 31, 1997 and 1998 is as follows (in thousands):

<TABLE>
<CAPTION>
1997 1998
------ ------
<S> <C> <C>
Note payable to bank, due in monthly installments of $25,000
plus interest at prime (7.75% at December 31, 1998) plus
1%, secured by equipment, due December 2002............... $2,975 $2,700
Capital leases, due in aggregate monthly installments of
$62,000, average interest rate of 16.3%, secured by
equipment, due through August 2002........................ -- 1,666
------ ------
2,975 4,366
Less current installments................................... 300 816
------ ------
$2,675 $3,550
====== ======
</TABLE>

The aggregate maturities of long-term borrowings at December 31, 1998 are
as follows:

(6) STOCKHOLDERS' EQUITY

In January 1998, the Board of Directors of the Company adopted the 1998
Stock Option, Deferred Stock and Restricted Stock Plan ("Stock Option Plan") for
the grant of qualified incentive stock options ("ISO"), stock options not
qualified and deferred stock and restricted stock. The exercise price for any
option granted may not be less than fair value (110% of fair value for ISOs
granted to certain employees). Under the Stock Option Plan, 5,215,154 shares are
reserved for issuance. In January 1998, 1,390,715 options were granted at an
exercise price of $2.78 per share which was equal to the fair market value. The
options vest at the end of seven years from the date of grant. If an initial
public offering of the Company's securities is consummated, 25.0% of the
outstanding options will immediately vest and the balance will vest over the
next three years. The options expire ten years from the date of grant.

Effective July 1, 1998, the Company adopted the 1998 Employee Stock
Purchase Plan ("1998 Stock Purchase Plan"). The 1998 Stock Purchase Plan is
intended to qualify as an Employee Stock Purchase Plan. Under terms of the 1998
Stock Purchase Plan, 2,781,415 shares of common stock are reserved for issuance.
No shares were issued under the 1998 Stock Purchase Plan.

(7) INCOME TAXES

The pro forma unaudited income tax adjustments presented represent taxes
which would have been reported had the Company been subject to Federal and state
income taxes as a C Corporation,

F-11
<PAGE> 95
SKECHERS U.S.A., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

THREE-YEAR PERIOD ENDED DECEMBER 31, 1998

assuming a 40.0% rate. The historical and pro forma provisions for income tax
expense were as follows (in thousands):

<TABLE>
<CAPTION>
1996 1997 1998
---- ------ -------
<S> <C> <C> <C>
Historical income taxes......................... $ 45 $ 390 $ 650
---- ------ -------
Pro forma adjustments (unaudited):
Federal....................................... 610 3,573 7,864
State......................................... 127 602 1,534
---- ------ -------
Total pro forma adjustments........... 737 4,175 9,398
---- ------ -------
Total provision for pro forma income
taxes............................... $782 $4,565 $10,048
==== ====== =======
</TABLE>

Pro forma income taxes differs from the statutory tax rate as applied to
earnings before income taxes as follows:

<TABLE>
<CAPTION>
1996 1997 1998
---- ------ -------
<S> <C> <C> <C>
Expected income tax expense..................... $665 $3,880 $ 8,541
State income taxes, net of Federal benefit...... 117 685 1,507
---- ------ -------
$782 $4,565 $10,048
==== ====== =======
</TABLE>

(8) BUSINESS AND CREDIT CONCENTRATIONS

The Company sells footwear products principally throughout the United
States and foreign countries. The footwear industry is impacted by the general
economy. Changes in the marketplace may significantly affect management's
estimates and the Company's performance. Management performs regular evaluations
concerning the ability of its customers to satisfy their obligations and
provides for estimated doubtful accounts. Domestic accounts receivable amounted
to $29.9 million and $45.5 million before allowance for bad debts and returns at
December 31, 1997 and 1998, respectively, which generally do not require
collateral from customers. Foreign accounts receivable amounted to $3.3 million
and $4.6 million before allowance for bad debts and returns at December 31, 1997
and 1998, respectively, which generally are collateralized by letters of credit.
International net sales amounted to $31.6 million, $27.7 million and $34.7
million for the years ended December 31, 1996, 1997 and 1998, respectively. The
Company's credit losses for the years ended December 31, 1996, 1997 and 1998
were $694,000, $908,000 and $102,000 million, respectively, and did not
significantly differ from management's expectations.

Net sales to customers in the United States exceeded 90% for each of the
years in the three year period ended December 31, 1998. All long-lived assets of
the Company are located in the United States. The Company has no significant
assets outside the United States.

During 1997, no customer accounted for 10% or more of net sales. During
1998, the Company had one significant customer which accounted for 11.8% of net
sales. Sales to this customer during 1999 are not expected to continue at the
1998 level. The Company had one customer at December 31, 1997 which accounted
for 14.7% of trade accounts receivable and a different customer at December 31,
1998 which accounted for 12.6% of trade receivables.

During 1996, the Company had three manufacturers which accounted for 34.0%,
23.5% and 12.0% of total purchases, respectively. During 1997, the Company had
two manufacturers which accounted for 21.7% and 15.0% of total purchases,
respectively. During 1998, the Company had four manufacturers which accounted
15.4%, 14.2%, 12.1%, and 10.4% of total purchases, respectively.

F-12
<PAGE> 96
SKECHERS U.S.A., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

THREE-YEAR PERIOD ENDED DECEMBER 31, 1998

Other than the foregoing, no other manufacturer accounted for 10.0% or more of
the Company's total purchases for such period.

Substantially all of the Company's products are produced in China. The
Company's operations are subject to the customary risks of doing business
abroad, including, but not limited to, currency fluctuations, custom duties and
related fees, various import controls and other monetary barriers, restrictions
on the transfer of funds, labor unrest and strikes and, in certain parts of the
world, political instability. The Company believes it has acted to reduce these
risks by diversifying manufacturing among various factories. To date, these risk
factors have not had a material adverse impact on the Company's operations.

(9) BENEFIT PLAN

The Company has adopted a profit sharing plan covering all employees who
are 21 years of age and have completed one year of service. Employees may
contribute up to 15.0% of annual compensation. Company contributions to the plan
are discretionary and vest over a five-year period. The Company's contributions
to the plan amounted to $53,000, $93,000 and $242,000 for the years ended
December 31, 1996, 1997 and 1998, respectively.

(10) COMMITMENTS AND CONTINGENCIES

Leases

The Company leases facilities under operating lease agreements expiring
through December 2008. The leases are on an all-net basis, whereby the Company
pays taxes, maintenance and insurance. The Company also leases certain equipment
and automobiles under operating lease agreements expiring at various dates
through May 2002. Rent expense for the years ended December 31, 1996, 1997 and
1998 approximated $2.5 million, $3.0 million and $7.9 million, respectively.

The Company also leases certain property and equipment under capital lease
agreements requiring monthly installment payments through August 2002.

Future minimum lease payments under noncancellable leases at December 31,
1998 are as follows (in thousands):

<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
------- -----------
<S> <C> <C>
Year ending December 31:
1999................................................ $ 749 $ 8,886
2000................................................ 749 8,854
2001................................................ 393 8,824
2002................................................ 215 8,541
2003................................................ -- 6,183
Thereafter.......................................... -- 18,487
------ -------
2,106 $59,775
=======
Less interest....................................... 440
------
$1,666
======
</TABLE>

F-13
<PAGE> 97
SKECHERS U.S.A., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

THREE-YEAR PERIOD ENDED DECEMBER 31, 1998

Litigation

The Company is involved in litigation arising from the ordinary course of
business. Management does not believe that the disposition of these matters will
have a material effect on the Company's financial position or results of
operations.

Purchase Commitments

At December 31, 1998, the Company had product purchase commitments of
approximately $53 million.

The Company finances its production activities in part through the use of
interest-bearing open purchase arrangements with certain of its Asian
manufacturers. These arrangements currently bear interest at a rate between 9%
and 19% per annum with financing for up to 90 days. The amounts outstanding
under these arrangements at December 31, 1997 and 1998 were $23.1 million and
$23.5 million, respectively, which are included in accounts payable in the
accompanying Consolidated Financial Statements. Interest expense incurred by the
Company under these arrangements amounted to $620,000 in 1996, $1.4 million in
1997 and $2.9 million in 1998.

(11) OFFERING COSTS

In 1996, the Board of Directors authorized the filing of a registration
statement for an initial public offering of the Kani division. Management
terminated this offering and charged to operations related offering costs of
$530,000.

In 1998, the Board of Directors authorized the filing of a registration
statement for an initial public offering of the Company. Management delayed this
offering and charged to operations related offering costs of $660,000 after
three months had elapsed.

(12) SUBSEQUENT EVENTS

The Company has resurrected its plans to offer and register equity
interests.

Effective as of May 28, 1999, the Company was reincorporated in Delaware,
whereby the existing California corporation has been merged into a newly formed
Delaware corporation and pursuant to which each outstanding share of common
stock of the existing California corporation was exchanged for a share of $.001
par value Class B common stock of the new Delaware corporation. In addition,
pursuant to the reincorporation merger, an approximate 13,907 for 1 common stock
split was authorized. The amendment and stock split has been reflected
retroactively in the accompanying consolidated financial statements.

The authorized capital stock of the Delaware corporation consists of
100,000,000 shares of Class A common stock, par value $.001 per share, and
60,000,000 shares of Class B common stock, par value $.001 per share. The
Company has also authorized 10,000,000 shares of preferred stock, $.001 par
value per share.

The Class A common stock and Class B common stock has identical rights
other than with respect to voting, conversion and transfer. The Class A common
stock is entitled to one vote per share, while the Class B common stock is
entitled to ten votes per share on all matters submitted to a vote of
stockholders. The shares of Class B common stock are convertible at any time at
the option of the holder into shares of Class A common stock on a
share-for-share basis. In addition, shares of Class B common stock will be
automatically converted into a like number of shares of Class A common stock
upon any transfer to any person or entity which is not a permitted transferee.

F-14
<PAGE> 98

SKECHERS U.S.A., INC.

CONSOLIDATED BALANCE SHEETS

MARCH 31, 1999
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)

ASSETS

<TABLE>
<CAPTION>
ACTUAL PRO FORMA
-------- ---------
<S> <C> <C>
Current assets:
Cash...................................................... $ 989 $ 989
Trade accounts receivable, less allowance for bad debts
and returns of $2,754................................... 53,549 53,549
Due from officers and employees........................... 52 52
Other receivables......................................... 1,899 1,899
-------- --------
Total receivables.................................. 55,500 55,500
-------- --------
Inventories............................................... 44,329 44,329
Prepaid expenses and other current assets................. 1,684 1,684
-------- --------
Total current assets............................... 102,502 102,502
-------- --------
Property and equipment, at cost, less accumulated
depreciation and amortization............................. 15,286 15,286
Intangible assets, at cost, less applicable amortization.... 739 739
Deferred tax assets......................................... -- 2,032
Other assets, at cost....................................... 1,854 1,854
-------- --------
$120,381 $122,413
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Short-term borrowings..................................... $ 46,857 $ 46,857
Current installments of long-term borrowings.............. 744 744
Current installments of notes payable to stockholder...... 1,795 1,795
Accounts payable.......................................... 20,279 20,279
Accrued expenses.......................................... 5,845 5,845
Distributions payable..................................... 633 35,573
-------- --------
Total current liabilities.......................... 76,153 111,093
-------- --------
Long-term borrowings, excluding current installments........ 3,493 3,493
Notes payable to stockholder, excluding current
installments.............................................. 10,000 10,000
Commitments and contingencies
Stockholders' equity (deficiency):
Preferred Stock, $.001 par value; 10,000 shares
authorized; none issued and outstanding................. -- --
Class A Common Stock, $.001 par value; 100,000 shares
authorized; none issued and outstanding................. -- --
Class B Common Stock, $.001 par value; 60,000 shares
authorized; 27,814 shares issued and outstanding........ 2 2
Retained earnings (accumulated deficit)................... 30,733 (2,175)
-------- --------
Total stockholders' equity (deficiency)............ 30,735 (2,173)
-------- --------
$120,381 $122,413
======== ========
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.
F-15
<PAGE> 99

SKECHERS, U.S.A., INC.

CONSOLIDATED STATEMENTS OF EARNINGS

THREE-MONTH PERIODS ENDED MARCH 31, 1998 AND 1999
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
1998 1999
------- -------
<S> <C> <C>
Net sales................................................... $59,873 $95,736
Cost of sales............................................... 37,390 59,038
------- -------
Gross profit...................................... 22,483 36,698
Royalty income, net......................................... 132 49
------- -------
22,615 36,747
------- -------
Operating expenses:
Selling................................................... 7,017 15,571
General and administrative................................ 13,093 16,397
------- -------
20,110 31,968
------- -------
Earnings from operations.......................... 2,505 4,779
------- -------
Other income (expense):
Interest expense.......................................... (1,484) (1,754)
Other income.............................................. 126 482
Other expense............................................. (62) --
------- -------
(1,420) (1,272)
------- -------
Earnings before income taxes...................... 1,085 3,507
Income taxes................................................ 33 78
------- -------
Net earnings...................................... $ 1,052 $ 3,429
======= =======
Pro forma operations data:
Earnings before income taxes.............................. $ 1,085 $ 3,507
Income taxes.............................................. 434 1,403
------- -------
Net earnings...................................... $ 651 $ 2,104
======= =======
Net earnings per share:
Basic.................................................. $ 0.02 $ 0.08
======= =======
Diluted................................................ $ 0.02 $ 0.07
======= =======
Weighted average shares:
Basic.................................................. 27,814 27,814
======= =======
Diluted................................................ 30,480 30,318
======= =======
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.
F-16
<PAGE> 100

SKECHERS U.S.A., INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

THREE-MONTH PERIOD ENDED MARCH 31, 1999
(UNAUDITED)
(IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON STOCK TOTAL
---------------- RETAINED STOCKHOLDERS'
SHARES AMOUNT EARNINGS EQUITY
------ ------ -------- -------------
<S> <C> <C> <C> <C>
Balance at December 31, 1998................. 27,814 $ 2 $27,674 $27,676
Net earnings............................... -- -- 3,429 3,429
Distributions:
Cross Colours trademark................. -- -- (350) (350)
Cash.................................... -- -- (20) (20)
------ ---- ------- -------
Balance at March 31, 1999.................... 27,814 $ 2 $30,733 $30,735
====== ==== ======= =======
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.
F-17
<PAGE> 101

SKECHERS U.S.A., INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE-MONTH PERIODS ENDED MARCH 31, 1998 AND 1999
(UNAUDITED)
(IN THOUSANDS)

<TABLE>
<CAPTION>
1998 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net earnings.............................................. $ 1,052 $ 3,429
Adjustments to reconcile net earnings to net cash used in
operating activities:
Depreciation and amortization of property and
equipment............................................. 583 856
Amortization of intangible assets...................... 25 32
Provision (recovery) for bad debts and returns......... 1,982 (659)
Gain realized on distribution of intangibles........... -- (118)
(Increase) decrease in assets:
Receivables.......................................... (6,090) (5,625)
Inventories.......................................... (2,017) 21,061
Prepaid expenses and other current assets............ 4 932
Other assets......................................... 53 67
Decrease in liabilities:
Accounts payable..................................... (19,955) (17,866)
Accrued expenses..................................... (531) (2,980)
-------- --------
Net cash used in operating activities............. (24,894) (871)
-------- --------
Cash flows used in investing activities -- capital
expenditures.............................................. (1,170) (946)
-------- --------
Cash flows from financing activities:
Net proceeds (payments) related to short-term
borrowings............................................. 24,759 (7,538)
Payments related to long-term debt........................ (75) (129)
Payments on notes payable to stockholder.................. -- (449)
Distributions to stockholders............................. -- (20)
Recovery of distributions from stockholders............... 305 --
-------- --------
Net cash provided by (used in) financing
activities...................................... 24,989 (8,136)
-------- --------
Net decrease in cash.............................. (1,075) (9,953)
Cash at beginning of period................................. 1,462 10,942
-------- --------
Cash at end of period....................................... $ 387 $ 989
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest............................................... $ 840 $ 1,801
Income taxes........................................... 260 --
======== ========
</TABLE>

During the three month period ended March 31, 1999, the Company had non-cash
distributions of intangibles of $350.

As of January 1, 1998, the Company declared distributions to stockholders
amounting to $608.

See accompanying notes to unaudited condensed consolidated financial statements.
F-18
<PAGE> 102

SKECHERS U.S.A., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 1999
(UNAUDITED)

(1) GENERAL

The unaudited operating results have been prepared on the same basis as the
audited consolidated financial statements and, in the opinion of management,
include all adjustments (consisting only of normal recurring accruals) necessary
for a fair presentation for the periods. The results of operations for interim
periods are not necessarily indicative of results to be achieved for full fiscal
years.

(2) PRO FORMA INFORMATION

Pro forma balance sheet information as of March 31, 1999 has been presented
to reflect the S Corporation distribution ("S Corporation Distribution") to be
made to an amount equal to the previously earned and undistributed taxable S
Corporation earnings aggregating approximately $34.9 million through March 31,
1999 as if such distribution had been made at March 31, 1999 and the Company's S
Corporation status had been terminated at such date and deferred tax assets of
$2.0 million which would have been recorded had the Company been subject to
Federal and state income taxes as a C Corporation. The S Corporation
distribution is comprised of the April tax distribution of $3.5 million, the
Final 1998 tax distribution of $7.6 million, the Final tax distribution of $2.8
million, and the Final S Corporation distribution of $21.0 million.

No adjustment has been made to give effect to the Company's earned and
undistributed taxable S Corporation earnings for the period from April 1, 1999
through the S Corporation termination date, which would be distributed as part
of the S Corporation Distribution.

The pro forma unaudited income tax adjustments presented represent taxes
which would have been reported had the Company been subject to Federal and state
income taxes as a C Corporation, assuming a 40.0% rate. The historical and pro
forma provisions for income tax expense were as follows (in thousands):

<TABLE>
<CAPTION>
MARCH 31
--------------
1998 1999
---- ------
<S> <C> <C>
Historical income taxes..................................... $ 33 $78
---- ------
Pro forma adjustments:
Federal................................................... 336 1,086
State..................................................... 65 239
---- ------
Total pro forma adjustments....................... 401 1,325
---- ------
Total pro forma income taxes...................... $434 $1,403
==== ======
</TABLE>

Pro forma income taxes differs from the statutory tax rate as applied to
earnings before income taxes as follows:

<TABLE>
<CAPTION>
MARCH 31
--------------
1998 1999
---- ------
<S> <C> <C>
Expected income tax expense................................. $369 $1,192
State income tax, net of Federal benefit.................... 65 211
---- ------
Total provision for pro forma income taxes........ $434 $1,403
==== ======
</TABLE>

The Company reports pro-forma earnings per share under Statement of
Financial Accounting Standards No. 128 ("SFAS No. 128"), "Earnings Per Share".
Under SFAS No. 128, basic earnings per share excludes any dilutive effects of
options, warrants and convertible securities. Diluted earnings

F-19
<PAGE> 103
SKECHERS U.S.A., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 1999
(UNAUDITED)

per share reflects the potential dilution that could occur if securities to
issue common stock were exercised or converted into common stock. The weighted
average diluted shares outstanding gives effect to the sale by the Company of
those shares of common stock necessary to fund the payment of the excess of (i)
the sum of stockholder distributions during the previous 12-month period and
distributions paid or declared thereafter until the consummation of the Offering
in excess of (ii) the S Corporation earnings in the previous 15-month period
based on an initial public offering price of $11 per share, net of underwriting
discounts.

The reconciliation of basis to diluted weighted average shares as of March
31, 1998 and 1999 is as follows (in thousands):

<TABLE>
<CAPTION>
1998 1999
------- -------
<S> <C> <C>
Weighted average shares used in basic computation........... 27,814 27,814
Shares to fund stockholders distributions described 1,800 1,465
above..................................................
Dilutive stock options.................................... 866 1,039
------- -------
Weighted average shares used in diluted computation......... 30,480 30,318
======= =======
</TABLE>

(3) COMPREHENSIVE INCOME

Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS No. 130").
SFAS No. 130 establishes standards to measure all changes in equity that result
from transactions and other economic events other than transactions with owners.
Comprehensive income is the total of net earnings and all other nonowner changes
in equity. Except for net earnings, the Company does not have any transactions
and other economic events that qualify as comprehensive income as defined under
SFAS No. 130. Accordingly, the adoption of SFAS No. 130 did not affect the
Company's financial reporting.

(4) COMPUTER SOFTWARE COSTS

The Company adopted Statement of Position 98-1 ("SOP 98-1"), "Accounting
for the Costs of Computer Software Developed or Obtained for Internal Use"
effective January 1, 1999. The adoption of SOP 98-1 did not have a significant
impact on the Company's financial position or results of operations.

(5) START-UP COSTS

The Company adopted SOP 98-5, "Reporting on the Costs of Start-up
Activities" effective January 1, 1999. The adoption of SOP 98-5 did not have a
significant impact on the Company's financial position or results of operations.

(6) BANK BORROWINGS

The Company has available a secured line of credit, as amended in December
1998, permitting borrowings up to $120.0 million based upon eligible accounts
receivable and inventories. The borrowings bear interest at the rate of prime
plus 0.25% or at LIBOR (5.06% at March 31, 1999) plus 2.75% and the line of
credit expires on December 31, 2002. The agreement provides for the issuance of
letters of credit up to a maximum of $18.0 million, which decreases the amount
available for borrowings under the agreement. The outstanding letters of credit
at March 31, 1999 are $1.3 million. The Company paid a 1.0% per annum fee on the
maximum letter of credit amount plus 0.50%

F-20
<PAGE> 104
SKECHERS U.S.A., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 1999
(UNAUDITED)

of the difference between the revolving loan commitment less the maximum letter
of credit amount. At March 31, 1999, the Company had available credit
aggregating approximately $15.1 million. The agreement contains certain
restrictive covenants, including tangible net worth and net working capital, as
defined, with which the Company was in compliance at March 31, 1999.

At March 31, 1999, the Company had $2.6 million outstanding under a secured
note payable with a financial institution, bearing interest at the rate of prime
plus 1.0%, payable in monthly installments of $25,000 and due November 30, 2002.

(7) NOTES PAYABLE TO STOCKHOLDER

At March 31, 1999, the Company had outstanding a $10.0 million note payable
to a stockholder which is subordinated to the line of credit and a $1.8 million
note payable which is not subordinated to the line of credit. The notes bear
interest at the prime rate (7.75% at March 31, 1999) and are due on demand. The
note holder agreed not to call the subordinated note prior to April 1, 2000.
Accordingly, the subordinated note has been shown as a long-term liability in
the accompanying condensed consolidated financial statements. The Company
recorded interest expense of approximately $275,000 and $219,000 related to
these notes during the three-month periods ended March 31, 1998 and 1999,
respectively.

(8) SUBSEQUENT EVENTS

The Company has resurrected its plans to offer and register equity
interests.

F-21
<PAGE> 105

[PICTURES]

YOU MAY RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS
PROSPECTUS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR SALE OF CLASS A COMMON
STOCK MEANS THAT INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AFTER THE
DATE OF THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR SOLICITATION
OF AN OFFER TO BUY THESE SHARES OF CLASS A COMMON STOCK IN ANY CIRCUMSTANCES
UNDER WHICH THE OFFER OR SOLICITATION IS UNLAWFUL.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 9
Use of Proceeds....................... 19
Prior S Corporation Status............ 19
Dividend Policy....................... 20
Capitalization........................ 21
Dilution.............................. 22
Selected Financial Data............... 23
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 25
Business.............................. 40
Management............................ 61
Certain Transactions.................. 71
Principal Stockholders................ 74
Description of Capital Stock.......... 75
Shares Eligible for Future Sale....... 78
Underwriting.......................... 81
Legal Matters......................... 83
Experts............................... 83
Additional Information................ 83
Index to Consolidated Financial
Statements.......................... F-1
</TABLE>

DEALER PROSPECTUS DELIVERY OBLIGATION:

UNTIL JULY 4, 1999 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS THAT
BUY, SELL OR TRADE THESE SHARES OF CLASS A COMMON STOCK, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS
IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

[SKECHERS U.S.A. INC.]

7,000,000 SHARES

CLASS A COMMON STOCK
DEUTSCHE BANC ALEX. BROWN

PRUDENTIAL SECURITIES
PROSPECTUS

June 9, 1999