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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 2, 2024
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromto
Commission file number 1-32545
Picture2.jpg
DESIGNER BRANDS INC.
(Exact name of registrant as specified in its charter)
Ohio31-0746639
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
810 DSW Drive,Columbus,Ohio43219
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (614) 237-7100
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Class A Common Shares, without par valueDBINew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Number of shares outstanding of each of the registrant's classes of common stock, as of December 3, 2024: 40,195,442 Class A common shares and 7,732,733 Class B common shares.




DESIGNER BRANDS INC.
TABLE OF CONTENTS


All references to "we," "us," "our," "Designer Brands," "Designer Brands Inc.," or the "Company" in this Quarterly Report on Form 10-Q for the quarter ended November 2, 2024 (this "Form 10-Q") mean Designer Brands Inc. and its subsidiaries.

We have included certain website addresses throughout this report as inactive textual references only. The information contained on the websites referenced herein is not incorporated into this Form 10-Q.

i

Cautionary Statement Regarding Forward-Looking Information for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

Certain statements in this Form 10-Q may constitute forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements reflect our current views with respect to, among other things, future events and financial performance. You can identify these forward-looking statements by the use of words such as "outlook," "could," "believes," "expects," "potential," "continues," "may," "will," "should," "would," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates," or the negative version of those words or other comparable words. Any forward-looking statements contained in this Form 10-Q are based upon current plans, estimates, expectations and assumptions relating to our operations, results of operations, financial condition, and liquidity. The inclusion of any forward-looking statements should not be regarded as a representation by us or any other person that the future plans, estimates, or expectations contemplated by us will be achieved. Such forward-looking statements are subject to numerous risks, uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. In addition to other factors discussed elsewhere in this report, including those factors described under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended February 3, 2024 (the "2023 Form 10-K"), filed with the Securities and Exchange Commission (the "SEC") on March 25, 2024, and otherwise in our reports and filings with the SEC, there are a number of important factors that could cause actual results, performance, or achievements to differ materially from those discussed in forward-looking statements that include, but are not limited to, the following:
uncertain general economic and financial conditions, including economic volatility, supply chain disruptions, new or increased tariffs and other barriers to trade, fluctuating interest rates, inflationary pressures, and the related impacts to consumer discretionary spending, as well as our ability to plan for and respond to the impact of these conditions;
our ability to anticipate and respond to rapidly changing consumer preferences, seasonality, customer expectations, and fashion trends;
the impact on our consumer traffic and demand, our business operations, and the operations of our suppliers, as we experience unseasonable weather, climate change evolves, and the frequency and severity of weather events increase;
our ability to execute on our business strategies, including integrating and growing our Brand Portfolio segment, enhancing in-store and digital shopping experiences, and meeting consumer demands;
whether we will be able to successfully and efficiently integrate our recent acquisitions in a manner that does not impede growth;
our ability to maintain strong relationships with our vendors, manufacturers, licensors, and retailer customers;
risks related to losses or disruptions associated with our distribution systems, including our distribution centers and stores, whether as a result of reliance on third-party providers or otherwise;
risks related to cyber security threats and privacy or data security breaches or the potential loss or disruption of our information technology ("IT") systems, or those of our vendors;
risks related to the implementation of new or updated IT systems;
our ability to protect our reputation and to maintain the brands we license;
our reliance on our loyalty programs and marketing to drive traffic, sales, and customer loyalty;
our ability to successfully integrate new hires or changes in leadership and retain our existing management team, and to continue to attract qualified new personnel;
risks related to restrictions imposed by our senior secured asset-based revolving credit facility, as amended ("ABL Revolver"), and our senior secured term loan credit agreement, as amended ("Term Loan"), that could limit our ability to fund our operations;
our competitiveness with respect to style, price, brand availability, shopping platforms, and customer service;
risks related to our international operations and our reliance on foreign sources for merchandise;
our ability to comply with privacy laws and regulations, as well as other legal obligations;
risks associated with climate change and other corporate responsibility issues; and
uncertainties related to future legislation, regulatory reform, policy changes, or interpretive guidance on existing legislation.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results, performance, or achievements may vary materially from what we have projected. Furthermore, new factors emerge from time to time, and it is not possible for management to predict all such factors, nor can management assess the impact of any such factor on the business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.

ii

PART I

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended Nine months ended
(unaudited and in thousands, except per share amounts)November 2, 2024October 28, 2023November 2, 2024October 28, 2023
Net sales$777,194 $786,329 $2,295,690 $2,320,628 
Cost of sales(529,749)(529,923)(1,550,262)(1,553,096)
Gross profit247,445 256,406 745,428 767,532 
Operating expenses(210,457)(230,788)(675,904)(665,437)
Income from equity investments3,584 2,503 9,019 6,972 
Impairment charges(17,756) (17,756)(649)
Operating profit22,816 28,121 60,787 108,418 
Interest expense, net(11,565)(8,767)(34,161)(22,296)
Non-operating income (expenses), net(260)(162)(512)83 
Income before income taxes10,991 19,192 26,114 86,205 
Income tax benefit (provision)2,223 (8,987)2,067 (27,372)
Net income13,214 10,205 28,181 58,833 
Net income attributable to redeemable noncontrolling interest(202)(64)(562)(73)
Net income attributable to Designer Brands Inc.$13,012 $10,141 $27,619 $58,760 
Earnings per share attributable to Designer Brands Inc.:
Basic earnings per share$0.25 $0.17 $0.50 $0.93 
Diluted earnings per share$0.24 $0.17 $0.48 $0.90 
Weighted average shares used in per share calculations:
Basic shares52,083 58,633 55,570 62,860 
Diluted shares53,486 61,405 57,116 65,292 

The accompanying notes are an integral part of the condensed consolidated financial statements.

1

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended Nine months ended
(unaudited and in thousands)November 2, 2024October 28, 2023November 2, 2024October 28, 2023
Net income$13,214 $10,205 $28,181 $58,833 
Other comprehensive loss-
Foreign currency translation loss(527)(2,501)(2,407)(2,041)
Comprehensive income12,687 7,704 25,774 56,792 
Comprehensive income attributable to redeemable noncontrolling interest(202)(64)(562)(73)
Comprehensive income attributable to Designer Brands Inc.$12,485 $7,640 $25,212 $56,719 

The accompanying notes are an integral part of the condensed consolidated financial statements.

2

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)November 2, 2024February 3, 2024October 28, 2023
ASSETS
Current assets:
Cash and cash equivalents$36,227 $49,173 $54,638 
Receivables, net70,570 83,590 106,916 
Inventories637,012 571,331 601,470 
Prepaid expenses and other current assets56,864 73,338 36,785 
Total current assets800,673 777,432 799,809 
Property and equipment, net212,206 219,939 224,638 
Operating lease assets707,544 721,335 742,384 
Goodwill130,649 123,759 123,759 
Intangible assets, net85,854 82,827 83,032 
Deferred tax assets39,656 39,067 47,199 
Equity investments53,358 62,857 62,239 
Other assets50,824 49,016 49,518 
Total assets$2,080,764 $2,076,232 $2,132,578 
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable$238,040 $289,368 $310,113 
Accrued expenses167,601 159,622 183,383 
Current maturities of long-term debt6,750 6,750 2,500 
Current operating lease liabilities155,220 166,531 182,259 
Total current liabilities567,611 622,271 678,255 
Long-term debt529,551 420,344 372,965 
Non-current operating lease liabilities644,303 646,161 669,494 
Other non-current liabilities17,521 24,948 21,072 
Total liabilities1,758,986 1,713,724 1,741,786 
Commitments and contingencies
Redeemable noncontrolling interest3,272 3,288 3,208 
Shareholders' equity:
Common shares paid in-capital, no par value1,041,480 1,030,765 1,028,307 
Treasury shares, at cost(833,355)(764,802)(764,748)
Retained earnings118,427 98,896 131,416 
Accumulated other comprehensive loss(8,046)(5,639)(7,391)
Total shareholders' equity318,506 359,220 387,584 
Total liabilities, redeemable noncontrolling interest, and shareholders' equity$2,080,764 $2,076,232 $2,132,578 

The accompanying notes are an integral part of the condensed consolidated financial statements.

3

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

Number of SharesAmounts
(unaudited and in thousands, except per share amounts)Class A
Common
Shares
Class B
Common
Shares
Treasury SharesCommon Shares Paid in CapitalTreasury SharesRetained Earnings Accumulated Other Comprehensive Loss

Total
Three months ended November 2, 2024
Balance, August 3, 202447,757 7,733 45,225 $1,038,061 $(782,771)$107,774 $(7,519)$355,545 
Net income attributable to Designer Brands Inc.     13,012  13,012 
Stock-based compensation activity60   3,419    3,419 
Repurchase of Class A common shares(7,677) 7,677  (50,584)  (50,584)
Dividends ($0.05 per share)
     (2,359) (2,359)
Foreign currency translation loss      (527)(527)
Balance, November 2, 202440,140 7,733 52,902 $1,041,480 $(833,355)$118,427 $(8,046)$318,506 
Three months ended October 28, 2023
Balance, July 29, 202356,143 7,733 34,995 $1,025,662 $(685,048)$124,094 $(4,890)$459,818 
Net income attributable to Designer Brands Inc.— — — — — 10,141 — 10,141 
Stock-based compensation activity475 — — 2,645 — — — 2,645 
Repurchase of Class A common shares(7,565)— 7,565 — (79,700)— — (79,700)
Dividends ($0.05 per share)
— — —  — (2,819)— (2,819)
Foreign currency translation loss— — — — — — (2,501)(2,501)
Balance, October 28, 202349,053 7,733 42,560 $1,028,307 $(764,748)$131,416 $(7,391)$387,584 
Nine months ended November 2, 2024
Balance, February 3, 202449,491 7,733 42,560 $1,030,765 $(764,802)$98,896 $(5,639)$359,220 
Net income attributable to Designer Brands Inc.     27,619  27,619 
Stock-based compensation activity991   10,715    10,715 
Repurchase of Class A common shares(10,342) 10,342  (68,553)  (68,553)
Dividends ($0.15 per share)
     (8,088) (8,088)
Foreign currency translation loss      (2,407)(2,407)
Balance, November 2, 202440,140 7,733 52,902 $1,041,480 $(833,355)$118,427 $(8,046)$318,506 
Nine months ended October 28, 2023
Balance, January 28, 202355,921 7,733 32,882 $1,018,872 $(662,614)$81,993 $(5,350)$432,901 
Net income attributable to Designer Brands Inc.— — — — — 58,760 — 58,760 
Stock-based compensation activity2,810 — — 9,435 — — — 9,435 
Repurchase of Class A common shares(9,678)— 9,678 — (102,134)— — (102,134)
Dividends ($0.15 per share)
— — —  — (9,337)— (9,337)
Foreign currency translation loss— — — — — — (2,041)(2,041)
Balance, October 28, 202349,053 7,733 42,560 $1,028,307 $(764,748)$131,416 $(7,391)$387,584 

The accompanying notes are an integral part of the condensed consolidated financial statements.

4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months ended
(unaudited and in thousands)November 2, 2024October 28, 2023
Cash flows from operating activities:
Net income$28,181 $58,833 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization48,575 47,801 
Stock-based compensation expense14,990 25,167 
Deferred income taxes(405)875 
Income from equity investments(9,019)(6,972)
Distributions received from equity investments11,532 8,552 
Impairment charges17,756 649 
Other875 (1,977)
Change in operating assets and liabilities, net of acquired amounts:
Accounts receivables(35,549)(21,462)
Income tax receivable44,476 997 
Inventories(60,254)44,782 
Prepaid expenses and other current assets16,384 5,998 
Accounts payable(55,202)57,374 
Accrued expenses(788)(6,926)
Operating lease assets and liabilities, net(9,415)(11,170)
Net cash provided by operating activities12,137 202,521 
Cash flows from investing activities:
Cash paid for property and equipment(38,910)(42,315)
Cash paid for business acquisitions(16,144)(127,496)
Other4,362  
Net cash used in investing activities (50,692)(169,811)
Cash flows from financing activities:
Borrowing on revolving credit facility1,089,662 955,622 
Payments on revolving credit facility(976,623)(906,087)
Proceeds from the issuance of the Term Loan 50,000 
Payments for borrowings under Term Loan(5,065) 
Payments of debt issuance costs (8,313)
Cash paid for treasury shares(68,553)(102,134)
Dividends paid(8,088)(9,337)
Cash paid for taxes for stock-based compensation shares withheld(4,275)(15,732)
Other(903)(117)
Net cash provided by (used in) financing activities26,155 (36,098)
Effect of exchange rate changes on cash balances(546)(740)
Net decrease in cash and cash equivalents(12,946)(4,128)
Cash and cash equivalents, beginning of period49,173 58,766 
Cash and cash equivalents, end of period$36,227 $54,638 
Supplemental disclosures of cash flow information:
Net cash paid (received) for income taxes$(46,882)$16,515 
Cash paid for interest on debt$31,288 $18,536 
Cash paid for operating lease liabilities$157,435 $158,240 
Non-cash investing and financing activities:
Property and equipment purchases not yet paid$5,113 $5,098 
Operating lease liabilities arising from lease asset additions$10,818 $16,217 
Net increase to operating lease assets and lease liabilities for modifications$100,678 $150,699 

The accompanying notes are an integral part of the condensed consolidated financial statements.

5

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


6

1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

Business Operations- Designer Brands Inc. is one of the world's largest designers, producers, and retailers of footwear and accessories. We operate in three reportable segments: the U.S. Retail segment, the Canada Retail segment, and the Brand Portfolio segment. The U.S. Retail segment operates the DSW Designer Shoe Warehouse ("DSW") banner through its direct-to-consumer stores and e-commerce site in the United States ("U.S."). The Canada Retail segment operates The Shoe Co., DSW, and Rubino banners through its direct-to-consumer stores and e-commerce sites in Canada. The Brand Portfolio segment earns revenue from the wholesale of products to retailers and international distributors, the sale of our branded products through direct-to-consumer e-commerce for the Vince Camuto, Keds, and Topo brands, as well as from commissions for serving retailers as the design and buying agent for products under private labels.

We have a 40.0% ownership interest in ABG-Camuto, LLC ("ABG-Camuto"), a joint venture that owns the intellectual property rights of Vince Camuto and other brands. We are party to a licensing agreement with ABG-Camuto, which provides for the exclusive right to design, source, and sell footwear and handbags under the brands that ABG-Camuto owns. We also have a 33.3% ownership interest in Le Tigre 360 Global LLC ("Le Tigre"), which manages the Le Tigre brand, and are party to a license agreement with Le Tigre, which provides for the exclusive right to design, source, and sell Le Tigre-branded footwear. Our equity investments are an integral part of the Brand Portfolio segment. In addition, we own the licensing rights for footwear and handbags of the Lucky Brand and the licensing rights for footwear of the Jessica Simpson brand and the Hush Puppies brand.

On April 8, 2024, we completed the acquisition of Rubino Shoes Inc. ("Rubino"), a retailer of branded footwear, handbags, and accessories that operates Rubino banner stores and an e-commerce platform in Quebec, Canada. The acquisition of Rubino has allowed our Canada Retail segment to expand into the province of Quebec.

Basis of Presentation- The accompanying unaudited, condensed consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the U.S. ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, we do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal, recurring nature. The condensed consolidated financial position, results of operations, and cash flows for these interim periods are not necessarily indicative of the results that may be expected in future periods. The balance sheet as of February 3, 2024 has been derived from the audited financial statements at that date. The financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the 2023 Form 10-K.

Fiscal Year- Our fiscal year ends on the Saturday nearest to January 31. References to a fiscal year (e.g., "2024") refer to the calendar year in which the fiscal year begins. This reporting schedule is followed by many national retail companies and typically results in a 52-week fiscal year (including 2024), but occasionally will contain an additional week resulting in a 53-week fiscal year (including 2023).

SIGNIFICANT ACCOUNTING POLICIES

Accounting Policies- The complete summary of significant accounting policies is included in the notes to the consolidated financial statements as presented in our 2023 Form 10-K.

Principles of Consolidation- The condensed consolidated financial statements include the accounts of Designer Brands Inc. and its subsidiaries, including any variable interest entities. All intercompany accounts and transactions have been eliminated in consolidation. All amounts are in U.S. dollars.

7

Use of Estimates- The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and reported amounts of net sales and expenses during the reporting periods. Certain estimates and assumptions use forecasted financial information based on information reasonably available to us. Significant estimates and assumptions are required as a part of accounting for customer returns and allowances, gift card breakage income, deferred revenue associated with loyalty programs, valuation of inventories, depreciation and amortization, impairments of long-lived assets, intangibles, goodwill and equity investments, lease accounting, redeemable noncontrolling interest, income taxes and valuation allowances on deferred tax assets, self-insurance reserves, and acquisitions. Although we believe that these estimates and assumptions are reasonable, they are based on management's knowledge of current events and actions we may undertake in the future. Changes in facts and circumstances may result in revised estimates and assumptions, and actual results could differ from these estimates.

Chief Executive Officer Transition- In January 2023, we announced our succession process relating to the Company's Chief Executive Officer ("CEO") role, whereby our former CEO, Roger Rawlins, stepped down from his role as CEO and as a member of the Board of Directors (the "Board") effective April 1, 2023, at which time, Doug Howe, who previously served as Executive Vice President of the Company and President of DSW, assumed the CEO role and joined the Board. During the three and nine months ended October 28, 2023, we recognized $1.1 million and $4.0 million, respectively, of CEO transition costs in operating expenses on the condensed consolidated statements of operations. There are no CEO transition costs for 2024.

Severance- During the three months ended November 2, 2024 and October 28, 2023, we incurred severance costs of $1.2 million and $1.9 million, respectively. During the nine months ended November 2, 2024 and October 28, 2023, we incurred severance costs, excluding the severance related to the CEO transition, of $5.5 million and $4.3 million, respectively. These costs are included in operating expenses on the condensed consolidated statements of operations. As of November 2, 2024, February 3, 2024, and October 28, 2023, we had $2.0 million, $3.9 million, and $4.3 million, respectively, of severance liability included in accrued expenses on the condensed consolidated balance sheets.

Impairment of Long-Lived Assets- During the three and nine months ended November 2, 2024, we recorded impairment charges of $9.2 million due to a vacated leased corporate office, $1.0 million due to an underperforming Canada Retail segment store, and $0.6 million due to an underperforming U.S. Retail segment store. During the nine months ended October 28, 2023, we recorded impairment charges of $0.6 million primarily related to weather damage to a corporate office.

Impairment of Equity Investment- During the three and nine months ended November 2, 2024, we recorded an impairment charge of our ownership interest in Le Tigre of $7.0 million, resulting in no remaining value due to the inability of Le Tigre to generate earnings with expected future losses.

Income Taxes- For the three months ended November 2, 2024 and October 28, 2023, our effective tax rate was a negative 20.2% and a positive 46.8%, respectively, and for the nine months ended November 2, 2024 and October 28, 2023, our effective tax rate was a negative 7.9% and a positive 31.8%, respectively. The negative effective tax rate for the nine months ended November 2, 2024 was due to discrete tax benefits recognized, primarily related to the release of tax reserves no longer deemed necessary and state tax planning initiatives, which partially offset the tax calculated on income before income taxes at statutory rates. The negative effective tax rate for the three months ended November 2, 2024 is the result of the change from a positive tax rate through the six months ended August 3, 2024 to a negative rate through the nine months ended November 2, 2024. The positive effective tax rates for the three and nine months ended October 28, 2023 was higher than statutory rates due to the impact of permanent non-deductible compensation partially offset by federal and state valuation allowance adjustments.

Fair Value- Fair value is defined as the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are categorized using defined hierarchical levels related to the subjectivity associated with the inputs to fair value measurements as follows:
•    Level 1 - Quoted prices in active markets for identical assets or liabilities.
•    Level 2 - Quoted prices for similar assets or liabilities in active markets or inputs that are observable.
•    Level 3 - Unobservable inputs in which little or no market activity exists.

8

The carrying value of cash and cash equivalents, receivables, and accounts payable approximated their fair values due to their short-term nature. The carrying value of borrowings under our ABL Revolver and our Term Loan approximated fair value based on the terms and variable interest rates.

Recently Issued Accounting Pronouncements- In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements including, among other things, enhanced disclosures about significant segment expenses and information used to assess segment performance. ASU 2023-07 is effective on a retrospective basis to all prior periods presented beginning with our 2024 Annual Report on Form 10-K and subsequent interim periods.

In November 2024, the FASB issued ASU 2024-03, Income Statement Expense Disaggregation Disclosures, which requires disaggregated disclosures for specific cost and expense categories such as inventory purchases, employee compensation, depreciation, and amortization, as well as other disclosures. ASU 2024-03 is effective either on a retrospective basis to all prior periods presented or on a prospective basis beginning with our 2027 Annual Report on Form 10-K and subsequent interim periods.

We are currently evaluating the impact of adopting ASU 2023-07 and ASU 2024-03 to the notes of the consolidated financial statements.

2. ACQUISITIONS

ACQUISITION OF KEDS

On February 4, 2023, we acquired the Keds business ("Keds"), including the Keds brand, inventory, and inventory-related accounts payable, from Wolverine World Wide, Inc. ("Seller"). The cash consideration was funded with available cash and borrowings on the ABL Revolver. The final purchase price and the allocation of the total consideration to the fair values of the assets and liabilities was finalized as of February 3, 2024, and consisted of the following:
(in thousands)Final Purchase Price and Allocation
Purchase price:
Cash consideration$127,304 
Due from Seller for estimated contingent consideration(8,899)
$118,405 
Fair value of assets and liabilities acquired:
Inventories$42,516 
Goodwill25,776 
Intangible assets53,500 
Accounts payable(3,387)
$118,405 

The purchase price was subject to adjustments primarily based upon estimated contingent considerations as provided by the purchase agreement, which were based on recognized sales and incurred marketing costs for certain identified aged inventories. We recorded an estimated amount due from Seller at fair value based on our estimated probability of the conditions being met requiring payment. Changes to the estimated amount due from Seller after we have finalized the purchase price were recorded to earnings and were immaterial.

The fair value of inventories, which were made up of finished goods, was determined based on market assumptions for realizing a reasonable profit after selling costs. The fair value of the intangible assets relates to $46.9 million of an indefinite-lived tradename and $6.6 million of customer relationships, amortized over a useful life of 10 years, and were based on the excess earnings method under the income approach with the relief from royalty method for the tradename. The fair value measurements were based on significant unobservable inputs, including discounted future cash flows, market-based assumed royalty rates, and customer attrition rates. The goodwill, included within the Brand Portfolio segment, represents the excess of the purchase price over the fair value of the net assets acquired and was primarily attributable to acquiring an established design and sourcing process for casual footwear, including kids' footwear, with international distribution. Goodwill is not expected to be deductible for income tax purposes.
9


ACQUISITION OF RUBINO

On April 8, 2024, we acquired Rubino for $16.1 million in cash, which was funded with available cash and borrowings on the ABL Revolver. The purchase price also included a contingent consideration with a maximum potential payment of $1.5 million, subject to Rubino's achievement of a defined average annual financial performance target for the 24-month period following the acquisition. Based on Rubino's projected performance, we have estimated at fair value no contingent consideration to be recorded. The final purchase price and the allocation of the total consideration to the fair values of the assets and liabilities consisted of the following:
(in thousands)Preliminary Purchase Price and Allocation as of April 8, 2024Measurement Period AdjustmentsFinal Purchase Price and Allocation as of November 2, 2024
Purchase Price:
Cash consideration$16,674 $(530)$16,144 
Contingent consideration1,472 (1,472) 
$18,146 $(2,002)$16,144 
Fair value of assets and liabilities acquired:
Inventories$6,967 $278 $7,245 
Operating lease assets9,334 — 9,334 
Goodwill9,972 (2,905)7,067 
Intangible assets3,166 1,950 5,116 
Other assets2,273 170 2,443 
Accounts payable and other current liabilities(4,232)(1,495)(5,727)
Operating lease liabilities(9,334)— (9,334)
$18,146 $(2,002)$16,144 

The fair value of the intangible asset relates to an indefinite-lived tradename and was estimated using the relief from royalty method of the income approach. The fair value measurements are based on significant unobservable inputs, including discounted future cash flows and an assumed royalty rate. The fair value of the operating lease assets was determined based on the market valuation approach. The goodwill, included within the Canada Retail segment, represents the excess of the purchase price over the fair value of the net assets acquired and was primarily attributable to acquiring an established retail banner in a province in Canada we did not previously have a presence in. Goodwill is not expected to be deductible for income tax purposes.

The results of operations for Rubino for the three and nine months ended November 2, 2024 were not material and are included in the condensed consolidated statements of operations within the Canada Retail segment. Supplemental pro forma results of operations reflecting the acquisition are not presented as the impact on our consolidated financial results would not have been material.

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3. REVENUE

DISAGGREGATION OF NET SALES

Net Sales by Brand Categories- The following table presents net sales disaggregated by brand categories for each segment:
(in thousands)U.S. Retail
Canada Retail(2)
Brand PortfolioEliminationsConsolidated
Three months ended November 2, 2024
Owned Brands:(1)
Direct-to-consumer$105,094 $11,782 $13,877 $ $130,753 
External customer wholesale, commission income, and other  64,318  64,318 
Intersegment wholesale  33,297 (33,297) 
Total Owned Brands105,094 11,782 111,492 (33,297)195,071 
National brands510,401 71,722   582,123 
Total net sales$615,495 $83,504 $111,492 $(33,297)$777,194 
Three months ended October 28, 2023
Owned Brands:(1)
Direct-to-consumer$123,973 $13,024 $17,204 $— $154,201 
External customer wholesale, commission income, and other  61,905 — 61,905 
Intersegment wholesale and commission income— — 14,948 (14,948)— 
Total Owned Brands123,973 13,024 94,057 (14,948)216,106 
National brands507,637 62,586  — 570,223 
Total net sales$631,610 $75,610 $94,057 $(14,948)$786,329 
Nine months ended November 2, 2024
Owned Brands:(1)
Direct-to-consumer$308,148 $30,692 $41,696 $ $380,536 
External customer wholesale, commission income, and other  161,625  161,625 
Intersegment wholesale  108,294 (108,294) 
Total Owned Brands308,148 30,692 311,615 (108,294)542,161 
National brands1,570,408 183,121   1,753,529 
Total net sales$1,878,556 $213,813 $311,615 $(108,294)$2,295,690 
Nine months ended October 28, 2023
Owned Brands:(1)
Direct-to-consumer$362,931 $30,944 $43,604 $— $437,479 
External customer wholesale, commission income, and other  174,155 — 174,155 
Intersegment wholesale and commission income— — 53,498 (53,498)— 
Total Owned Brands362,931 30,944 271,257 (53,498)611,634 
National brands1,540,107 168,887  — 1,708,994 
Total net sales$1,903,038 $199,831 $271,257 $(53,498)$2,320,628 
(1)    "Owned Brands" refers to those brands that we have rights to sell through ownership or license arrangements.
(2)    Beginning with the 2023 Form 10-K, we are providing a breakout of Canada Retail segment net sales by brand categories and we have recast the three months and the nine months ended October 28, 2023 on a consistent basis.

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Net Sales by Product and Service Categories- The following table presents net sales disaggregated by product and service
categories for each segment:
Three months ended Nine months ended
(in thousands)November 2, 2024October 28, 2023November 2, 2024October 28, 2023
Net sales:
U.S. Retail segment:
Women's footwear$390,519 $406,044 $1,202,177 $1,236,800 
Men's footwear130,006 136,455 407,762 419,008 
Kids' footwear60,689 54,521 166,447 143,978 
Accessories and other34,281 34,590 102,170 103,252 
615,495 631,610 1,878,556 1,903,038 
Canada Retail segment:
Women's footwear41,139 39,031 114,232 110,079 
Men's footwear20,866 18,526 54,219 51,272 
Kids' footwear17,874 15,145 36,411 30,778 
Accessories and other3,625 2,908 8,951 7,702 
83,504 75,610 213,813 199,831 
Brand Portfolio segment:
Wholesale96,166 74,099 265,428 219,592 
Direct-to consumer13,877 17,204 41,696 43,604 
Commission income and other1,449 2,754 4,491 8,061 
111,492 94,057 311,615 271,257 
Total segment net sales810,491 801,277 2,403,984 2,374,126 
Elimination of intersegment sales(33,297)(14,948)(108,294)(53,498)
Total net sales$777,194 $786,329 $2,295,690 $2,320,628 

DEFERRED REVENUE LIABILITIES

We record deferred revenue liabilities, included in accrued expenses on the condensed consolidated balance sheets, for remaining obligations we have to our customers. The following table presents the changes and total balances for gift cards and loyalty programs:
Three months ended Nine months ended
(in thousands)November 2, 2024October 28, 2023November 2, 2024October 28, 2023
Gift cards:
Beginning of period$25,345 $28,234 $31,662 $35,121 
Gift cards redeemed and breakage recognized to net sales(11,740)(12,764)(43,768)(45,601)
Gift cards issued10,074 10,759 35,785 36,709 
End of period$23,679 $26,229 $23,679 $26,229 
Loyalty programs:
Beginning of period$14,554 $16,762 $15,971 $16,900 
Loyalty certificates redeemed and expired and other adjustments recognized to net sales(6,735)(7,434)(23,029)(22,861)
Deferred revenue for loyalty points issued7,466 7,923 22,343 23,212 
End of period$15,285 $17,251 $15,285 $17,251 

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4. RELATED PARTY TRANSACTIONS

SCHOTTENSTEIN AFFILIATES

We have transactions with entities owned or controlled by Jay L. Schottenstein, the executive chairman of our Board, and members of his family (the "Schottenstein Affiliates"). As of November 2, 2024, the Schottenstein Affiliates beneficially owned approximately 31% of the Company's outstanding common shares, representing approximately 67% of the combined voting power of the Company, consisting of, in the aggregate, 7.0 million Class A common shares and 7.7 million Class B common shares. The following summarizes the related party transactions with the Schottenstein Affiliates for the relevant periods:

Leases- We lease certain store and office locations that are owned by the Schottenstein Affiliates. For the three months ended November 2, 2024 and October 28, 2023, we recorded rent expense from the leases with Schottenstein Affiliates of $1.8 million and $2.0 million, respectively. For the nine months ended November 2, 2024 and October 28, 2023, we recorded rent expense from the leases with Schottenstein Affiliates of $5.4 million and $6.0 million, respectively. As of November 2, 2024, February 3, 2024, and October 28, 2023, we had related party current operating lease liabilities of $4.0 million, $5.6 million, and $4.6 million, respectively, and non-current operating lease liabilities of $17.7 million, $18.5 million, and $17.7 million, respectively.

Other Purchases and Services- For both the three months ended November 2, 2024 and October 28, 2023, we had other purchases and services we incurred from the Schottenstein Affiliates of $0.8 million. For both the nine months ended November 2, 2024 and October 28, 2023, we had other purchases and services we incurred from the Schottenstein Affiliates of $2.0 million.

Due to Related Parties- Amounts due to the Schottenstein Affiliates, other than operating lease liabilities, were immaterial for all periods presented.

EQUITY METHOD INVESTMENTS

ABG-Camuto- We have a 40.0% ownership interest in ABG-Camuto. We are party to a licensing agreement with ABG-Camuto, pursuant to which we pay royalties on the net sales of the brands owned by ABG-Camuto, subject to guaranteed minimums. For the three months ended November 2, 2024 and October 28, 2023, we recorded royalty expense for amounts paid to ABG-Camuto of $4.8 million and $4.5 million, respectively. For the nine months ended November 2, 2024 and October 28, 2023, we recorded royalty expense for amounts paid to ABG-Camuto of $14.4 million and $13.6 million, respectively.

Le Tigre- We have a 33.3% ownership interest in Le Tigre. We are party to a license agreement with Le Tigre, pursuant to which we pay royalties on the net sales of the Le Tigre brand, subject to guaranteed minimums. Activity with Le Tigre was immaterial for all periods presented.

5. EARNINGS PER SHARE

Basic earnings per share is based on net income attributable to Designer Brands Inc. and the weighted average of Class A and Class B common shares outstanding. Diluted earnings per share reflects the potential dilution of common shares adjusted for outstanding stock options and restricted stock units ("RSUs") calculated using the treasury stock method.

The following is a reconciliation between basic and diluted weighted average shares outstanding, as used in the calculation of earnings per share attributable to Designer Brands Inc.:
Three months ended Nine months ended
(in thousands)
November 2, 2024October 28, 2023November 2, 2024October 28, 2023
Weighted average basic shares outstanding
52,083 58,633 55,570 62,860 
Dilutive effect of stock-based compensation awards
1,403 2,772 1,546 2,432 
Weighted average diluted shares outstanding
53,486 61,405 57,116 65,292 

13

For the three months ended November 2, 2024 and October 28, 2023, the number of shares relating to potentially dilutive stock-based compensation awards that were excluded from the computation of diluted earnings per share due to their anti-dilutive effect was 4.0 million and 2.4 million, respectively. For the nine months ended November 2, 2024 and October 28, 2023, the number of shares relating to potentially dilutive stock-based compensation awards that were excluded from the computation of diluted earnings per share due to their anti-dilutive effect was 3.6 million and 3.3 million, respectively.

6. STOCK-BASED COMPENSATION

For the three months ended November 2, 2024 and October 28, 2023, we recorded stock-based compensation expense of $3.6 million and $6.1 million, respectively. For the nine months ended November 2, 2024 and October 28, 2023, we recorded stock-based compensation expense of $15.0 million and $25.2 million, respectively. These costs are included in operating expenses on the condensed consolidated statements of operations.

The following table summarizes the stock-based compensation award share activity for RSUs for the nine months ended November 2, 2024:
(in thousands) Shares of Time-Based RSUsShares of Performance-Based RSUs
Outstanding - beginning of period4,3831,236 
Granted1,943 744 
Vested(892)(284)
Forfeited(559)(692)
Outstanding - end of period4,875 1,004 

7. SHAREHOLDERS' EQUITY

SHARES

Our Class A common shares are listed for trading under the ticker symbol "DBI" on the New York Stock Exchange. There is currently no public market for the Company's Class B common shares, but the Class B common shares can be converted into the Company's Class A common shares at the election of the holder on a share-for-share basis. Holders of Class A common shares are entitled to one vote per share and holders of Class B common shares are entitled to eight votes per share on matters submitted to shareholders for approval.

The following table provides additional information for our common shares:
(in thousands)November 2, 2024February 3, 2024October 28, 2023
Class AClass BClass AClass BClass AClass B
Authorized shares250,000 100,000 250,000 100,000 250,000 100,000 
Issued shares93,042 7,733 92,051 7,733 91,613 7,733 
Outstanding shares40,140 7,733 49,491 7,733 49,053 7,733 
Treasury shares52,902  42,560  42,560  

We have authorized 100 million shares of no par value preferred shares, with no shares issued for any of the periods presented.

SHARE REPURCHASES

On August 17, 2017, the Board authorized the repurchase of an additional $500.0 million of Class A common shares under our share repurchase program, which was added to the $33.5 million remaining from the previous authorization. During the nine months ended November 2, 2024, we repurchased 10.3 million Class A common shares at an aggregate cost of $68.6 million. As of November 2, 2024, $19.7 million of Class A common shares remained available for repurchase under the share repurchase program. The share repurchase program may be suspended, modified, or discontinued at any time, and we have no obligation to repurchase any amount of our Class A common shares under the program. Under the share repurchase program, shares will be repurchased in the open market at times and in amounts considered appropriate based on price and market conditions.

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DIVIDENDS

On November 21, 2024, the Board declared a quarterly cash dividend payment of $0.05 per share for both Class A and Class B common shares. The dividend will be paid on December 20, 2024 to shareholders of record at the close of business on December 6, 2024.

8. RECEIVABLES

Receivables, net, consisted of the following:
(in thousands)November 2, 2024February 3, 2024October 28, 2023
Customer accounts receivables:
Receivables with payment guarantee by third-party provider$47,032 $18,615 $39,858 
Receivables without payment guarantee9,664 7,890 8,517 
Income tax receivable 44,476 43,024 
Other receivables14,300 13,093 15,879 
Total receivables70,996 84,074 107,278 
Allowance for doubtful accounts(426)(484)(362)
$70,570 $83,590 $106,916 

9. ACCRUED EXPENSES

Accrued expenses consisted of the following:
(in thousands)November 2, 2024February 3, 2024October 28, 2023
Gift cards$23,679 $31,662 $26,229 
Accrued compensation and related expenses28,368 19,342 22,863 
Accrued taxes24,144 23,134 30,035 
Loyalty programs deferred revenue15,285 15,971 17,251 
Customer returns and allowances20,990 19,569 22,860 
Other55,135 49,944 64,145 
$167,601 $159,622 $183,383 

10. DEBT

Debt consisted of the following:
(in thousands)November 2, 2024February 3, 2024October 28, 2023
ABL Revolver$414,109 $301,070 $330,571 
Term Loan128,063 133,125 50,000 
Total debt542,172 434,195 380,571 
Less unamortized Term Loan debt issuance costs(5,871)(7,101)(5,106)
Less current maturities of long-term debt(6,750)(6,750)(2,500)
Long-term debt$529,551 $420,344 $372,965 

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ABL REVOLVER

On March 30, 2022, we replaced our previous senior secured asset-based revolving credit facility with our current ABL Revolver, which was subsequently amended on February 28, 2023 and June 23, 2023. The ABL Revolver provides a revolving line of credit of up to $600.0 million, including a Canadian sub-limit of up to $60.0 million, a $75.0 million sub-limit for the issuance of letters of credit, a $60.0 million sub-limit for swing-loan advances for U.S. borrowings, and a $6.0 million sub-limit for swing-loan advances for Canadian borrowings. In addition, the ABL Revolver includes a first-in last-out term loan ("FILO Term Loan") of up to $30.0 million, which was drawn in full on February 28, 2023. The FILO Term Loan may be repaid in full, but not in part, so long as certain payment conditions are satisfied. Once repaid, no portion of the FILO Term Loan may be reborrowed. Our ABL Revolver matures in March 2027 and is secured by a first-priority lien on substantially all of our personal property assets, including credit card receivables and inventory. The ABL Revolver may be used to provide funds for working capital, capital expenditures, share repurchases, other expenditures, and permitted acquisitions as defined by the credit facility agreement. The amount of credit available is limited to a borrowing base formulated on, among other things, a percentage of the book value of eligible inventory and credit card receivables, as reduced by certain reserves. As of November 2, 2024, the revolving line of credit (excluding the FILO Term Loan) had a borrowing base of $506.8 million, with $384.1 million in outstanding borrowings and $4.4 million in letters of credit issued, resulting in $118.3 million available for borrowings.

Borrowings under the revolving line of credit and letters of credit issued under the ABL Revolver accrue interest, at our option, at a rate equal to: (A) a base rate per annum equal to the greatest of (i) the prime rate, (ii) the Fed Funds Rate (as defined in the credit facility agreement and subject to a floor of 0%) plus 0.5%, and (iii) Adjusted Term SOFR (as defined in the credit facility agreement) plus 1.0%; or (B) a one-month, three-month, or six-month Adjusted Term SOFR per annum (subject to a floor of 0%), plus, in each instance, an applicable rate to be determined based on average availability. The FILO Term Loan accrues interest, at our option, at a rate equal to: (A) a fluctuating interest rate per annum equal to the greatest of (i) the prime rate, (ii) the Fed Funds Rate plus 0.5%, or (iii) Adjusted Term SOFR plus 1.0%, plus 2.5%; or (B) Adjusted Term SOFR for the interest period in effect for such borrowing plus 3.5%. Commitment fees are based on the unused portion of the ABL Revolver available for borrowings. Interest expense related to the ABL Revolver includes interest on borrowings and letters of credit, with an interest rate of 6.9% as of November 2, 2024, commitment fees, and the amortization of debt issuance costs.

TERM LOAN

On June 23, 2023, we entered into the Term Loan and have since borrowed the maximum aggregate amount of $135.0 million during 2023, consisting of a $121.5 million U.S. loan and a $13.5 million Canadian loan (denominated in USD). The Term Loan matures at the earliest of the date the ABL Revolver matures (currently March 2027) or five years from closing of the Term Loan (June 2028). The Term Loan is collateralized by a first priority lien on substantially all of our personal, real, and intellectual property and by a second priority lien on the assets used as collateral for the ABL revolver, primarily credit card receivables, accounts receivable, and inventory.

Borrowings under the Term Loan bear interest at a per annum rate equal to: (A) an adjusted three-month SOFR per annum (subject to a floor of 2.0%), plus 7.0%; or if (A) is not available, then (B) a base rate per annum equal to the greater of (i) 2.0%, (ii) the prime rate, (iii) the Fed Funds Rate plus 0.5%, and (iv) the Adjusted Term SOFR plus 1.0%; plus, in each instance, 6.0%, with an interest rate of 11.7% (effective interest rate of 13.0% when including the amortization of debt issuance costs) as of November 2, 2024.

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DEBT COVENANTS

The ABL Revolver requires us to maintain a fixed charge coverage ratio covenant of not less than 1:1 when availability is less than the greater of $47.3 million or 10.0% of the maximum borrowing amount. At any time that liquidity is less than $100.0 million, the Term Loan requires a maximum consolidated net leverage ratio as of the last day of each fiscal month, calculated on a trailing twelve-month basis, of (1) 2.25 to 1.00 for any trailing twelve-month period through February 3, 2024, and (2) 2.50 to 1.00 thereafter. Testing of the consolidated net leverage ratio ends after liquidity has been greater than or equal to $100.0 million for a period of 45 consecutive days. The ABL Revolver and the Term Loan also contain customary covenants restricting certain activities, including limitations on our ability to sell assets, engage in acquisitions, enter into transactions involving related parties, incur additional debt, grant liens on assets, pay dividends or repurchase stock, and make certain other changes. There are specific exceptions to these covenants including, in some cases, upon satisfying specified payment conditions based on availability. The ABL Revolver and the Term Loan contain customary events of default, including failure to comply with certain financial and other covenants. Upon an event of default that is not cured or waived within the cure periods, in addition to other remedies that may be available to the lenders, our obligations may be accelerated, outstanding letters of credit may be required to be cash collateralized, and remedies may be exercised against the collateral. As of November 2, 2024, we were in compliance with all financial covenants contained in the ABL Revolver and the Term Loan.

11. COMMITMENTS AND CONTINGENCIES

LEGAL PROCEEDINGS

We are involved in various legal proceedings that are incidental to the conduct of our business. Although it is not possible to predict with certainty the eventual outcome of any litigation, we believe the amount of any potential liability with respect to current legal proceedings will not be material to our results of operations or financial condition. As additional information becomes available, we will assess any potential liability related to pending litigation and revise the estimates as needed.

GUARANTEE

We provide a guarantee for a lease obligation that is scheduled to expire in 2027 for a location that has been leased to a third party. If the third party does not pay the rent or vacate the premises, we may be required to make full rent payments to the landlord. As of November 2, 2024, the total future payments for the guarantee were approximately $3.2 million.

12. SEGMENT REPORTING

The following table provides certain financial data by segment reconciled to the condensed consolidated financial statements:
(in thousands)U.S. RetailCanada RetailBrand PortfolioEliminationsConsolidated
Three months ended November 2, 2024
Net sales:
External customer sales$615,495 $83,504 $78,195 $ $777,194 
Intersegment sales  33,297 (33,297) 
Total net sales$615,495 $83,504 $111,492 $(33,297)$777,194 
Gross profit$187,790 $27,405 $31,313 $937 $247,445 
Income from equity investments$ $ $3,584 $ $3,584 
Three months ended October 28, 2023
Net sales:
External customer sales$631,610 $75,610 $79,109 $— $786,329 
Intersegment sales— — 14,948 (14,948)— 
Total net sales$631,610 $75,610 $94,057 $(14,948)$786,329 
Gross profit$200,268 $26,606 $28,654 $878 $256,406 
Income from equity investments$ $ $2,503 $— $2,503 
17

(in thousands)U.S. RetailCanada RetailBrand PortfolioEliminationsConsolidated
Nine months ended November 2, 2024
Net sales:
External customer sales$1,878,556 $213,813 $203,321 $ $2,295,690 
Intersegment sales  108,294 (108,294) 
Total net sales$1,878,556 $213,813 $311,615 $(108,294)$2,295,690 
Gross profit$592,306 $70,097 $91,425 $(8,400)$745,428 
Income from equity investments$ $ $9,019 $ $9,019 
Nine months ended October 28, 2023
Net sales:
External customer sales$1,903,038 $199,831 $217,759 $— $2,320,628 
Intersegment sales— — 53,498 (53,498)— 
Total net sales$1,903,038 $199,831 $271,257 $(53,498)$2,320,628 
Gross profit$622,850 $67,591 $75,037 $2,054 $767,532 
Income from equity investments$ $ $6,972 $— $6,972 

Beginning in 2024, we changed how the Brand Portfolio segment sources certain Owned Brands for the U.S. Retail segment by transacting using a wholesale model, where intersegment sales and cost of sales are recorded, whereas in 2023 and prior we transacted on a commission model, where intersegment sales were based on a percentage of product cost. This change results in an increase in Brand Portfolio intersegment net sales, cost of sales, and gross profit and a corresponding increase in the amount of eliminated intersegment net sales, cost of sales, and gross profit with no impact to consolidated net sales, cost of sales, and gross profit.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EXECUTIVE OVERVIEW AND TRENDS IN OUR BUSINESS

For the third quarter of 2024, net sales decreased 1.2% and total comparable sales decreased 3.1% compared to the same period last year impacted by unseasonably warm weather and sustained uncertainty in the macro economic environment. During the third quarter of 2024, net sales from Owned Brands represented 25.1% of consolidated net sales, down from 27.5% for the same period last year. Gross profit as a percentage of net sales for the third quarter of 2024 was 31.8%, which was 80 basis points lower when compared to the same period last year.

Beginning in 2024, we changed how the Brand Portfolio segment sources certain Owned Brands for the U.S. Retail segment by transacting using a wholesale model, where intersegment sales and cost of sales are recorded, whereas in 2023 and prior we transacted on a commission model, where intersegment sales were based on a percentage of product cost. This change resulted in an increase in Brand Portfolio intersegment net sales, cost of sales, gross profit, and gross profit as a percentage of net sales and a corresponding increase in the amount of eliminated intersegment net sales, cost of sales, and gross profit with no impact to consolidated net sales, cost of sales, and gross profit.

EFFECTS OF GLOBAL ECONOMIC CONDITIONS

During the third quarter of 2024, our comparable sales declined as we experienced lower traffic, primarily in the U.S. Retail segment. Consumer spending on discretionary items, including our products, generally declines during periods of economic uncertainty, when disposable income is reduced, or when there is a reduction in consumer confidence. We believe the decrease in comparable sales is a result of ongoing consumer concern of negative and/or uncertain economic conditions, most notably the concern of economic volatility, fluctuations in interest rates, inflationary pressures, and changes in employment levels. We are unable to predict the severity of macroeconomic uncertainty, whether or when such circumstances may improve or worsen, or the full impact such circumstances could have on our business. These factors ultimately could require us to enact further mitigating operating efficiency measures that could have a material adverse effect on our business, operations, and results of operations.

FINANCIAL SUMMARY AND OTHER KEY METRICS

For the three months ended November 2, 2024:
Net sales decreased to $777.2 million from $786.3 million for the same period last year.
Gross profit as a percentage of net sales was 31.8% compared to 32.6% for the same period last year.
Net income attributable to Designer Brands Inc. was $13.0 million, or $0.24 per diluted share, compared to $10.1 million, or $0.17 per diluted share.

Comparable Sales Performance Metric- The following table presents the percent change in comparable sales for each segment and in total:
Three months ended
November 2, 2024October 28, 2023
Change in comparable sales:
U.S. Retail segment(2.8)%(9.8)%
Canada Retail segment(4.6)%(7.7)%
Brand Portfolio segment - direct-to-consumer channel(7.5)%7.0 %
Total(3.1)%(9.3)%

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We consider the percent change in comparable sales from the same previous year period, a primary metric commonly used throughout the retail industry, to be an important measurement for management and investors of the performance of our direct-to-consumer businesses. We include in our comparable sales metric sales from stores in operation for at least 14 months at the beginning of the applicable year. Stores are added to the comparable base at the beginning of the year and are dropped for comparative purposes in the quarter in which they are closed. Comparable sales include the e-commerce sales of the U.S. Retail and Canada Retail segments. For calculating comparable sales in 2024, periods in 2023 are shifted by one week to compare similar calendar weeks. Comparable sales for the Canada Retail segment exclude the impact of foreign currency translation and are calculated by translating current period results at the foreign currency exchange rate used in the comparable period of the prior year. Stores added as a result of the Rubino acquisition that will have been in operation for at least 14 months at the beginning of 2025, along with its e-commerce sales, will be added to the comparable base for the Canada Retail segment beginning with the second quarter of 2025. Comparable sales include the e-commerce net sales of the Brand Portfolio segment from the direct-to-consumer e-commerce sites. The calculation of comparable sales varies across the retail industry and, as a result, the calculations of other retail companies may not be consistent with our calculation.

Number of Stores- As of November 2, 2024 and October 28, 2023, we had the following number of stores:
November 2, 2024October 28, 2023
U.S. Retail segment - DSW stores496 499 
Canada Retail segment:
The Shoe Co. stores125 119 
DSW stores26 25 
Rubino stores28 — 
179 144 
Total number of stores675 643 

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RESULTS OF OPERATIONS

THIRD QUARTER OF 2024 COMPARED WITH THIRD QUARTER OF 2023

(amounts in thousands, except per share amounts)Three months ended
November 2, 2024October 28, 2023Change
Amount% of Net SalesAmount% of Net SalesAmount%
Net sales$777,194 100.0 %$786,329 100.0 %$(9,135)(1.2)%
Cost of sales(529,749)(68.2)(529,923)(67.4)174 — %
Gross profit247,445 31.8 256,406 32.6 (8,961)(3.5)%
Operating expenses(210,457)(27.1)(230,788)(29.4)20,331 (8.8)%
Income from equity investments3,584 0.5 2,503 0.3 1,081 43.2 %
Impairment charges(17,756)(2.3)— — (17,756)NM
Operating profit22,816 2.9 28,121 3.5 (5,305)(18.9)%
Interest expense, net(11,565)(1.5)(8,767)(1.1)(2,798)31.9 %
Non-operating expenses, net(260) (162)— (98)60.5 %
Income before income taxes10,991 1.4 19,192 2.4 (8,201)(42.7)%
Income tax benefit (provision)2,223 0.3 (8,987)(1.1)11,210 NM
Net income13,214 1.7 10,205 1.3 3,009 29.5 %
Net income attributable to redeemable noncontrolling interest(202) (64)— (138)215.6 %
Net income attributable to Designer Brands Inc.$13,012 1.7 %$10,141 1.3 %$2,871 28.3 %
Earnings per share attributable to Designer Brands Inc.:
Basic earnings per share$0.25 $0.17 $0.08 47.1 %
Diluted earnings per share$0.24 $0.17 $0.07 41.2 %
Weighted average shares used in per share calculations:
Basic shares52,083 58,633 (6,550)(11.2)%
Diluted shares53,486 61,405 (7,919)(12.9)%
NM - Not meaningful

21

NET SALES

The following table summarizes net sales by segment:
Three months ended
(dollars in thousands)November 2, 2024October 28, 2023Change
Amount% of Segment Net SalesAmount% of Segment Net SalesAmount%Comparable Sales
Segment net sales:
U.S. Retail$615,495 75.9 %$631,610 78.8 %$(16,115)(2.6)%(2.8)%
Canada Retail83,504 10.3 75,610 9.5 7,894 10.4 %(4.6)%
Brand Portfolio111,492 13.8 94,057 11.7 17,435 18.5 %(7.5)%
Total segment net sales810,491 100.0 %801,277 100.0 %9,214 1.1 %(3.1)%
Elimination of intersegment net sales(33,297)(14,948)(18,349)122.8 %
Consolidated net sales$777,194 $786,329 $(9,135)(1.2)%

For the three months ended November 2, 2024, net sales decreased in the U.S. Retail segment primarily driven by the decrease in comparable sales of $17.4 million. The decrease in comparable sales for the U.S. Retail segment was largely driven by a decrease in comparable transactions of approximately 4% due to lower traffic, partially offset by higher comparable average sales amounts per transaction of approximately 1%. Net sales increased in the Canada Retail segment primarily due to the addition of Rubino, with $8.1 million of net sales in the quarter, as well as $2.2 million from the net new stores opened since the end of the third quarter of 2023, partially offset by a decrease in comparable sales due to lower comparable average sales amounts per transaction. Unseasonably warm weather impacted boot sales during the fall season and contributed to the decrease in comparable sales in the Canada Retail segment. The increase in net sales for the Brand Portfolio segment was primarily due to a change in how we source certain Owned Brands for the U.S. Retail segment from a commission model, where sales were based on a percentage of product cost, to a wholesale model, where sales and cost of sales are recorded, which also resulted in the increase in intersegment net sales that are eliminated.

GROSS PROFIT

The following table summarizes gross profit by segment:
Three months ended
(dollars in thousands)
November 2, 2024October 28, 2023Change
Amount% of Segment Net SalesAmount% of Segment Net SalesAmount%Basis Points
Segment gross profit:
U.S. Retail$187,790 30.5 %$200,268 31.7 %$(12,478)(6.2)%(120)
Canada Retail27,405 32.8 %26,606 35.2 %799 3.0 %(240)
Brand Portfolio31,313 28.1 %28,654 30.5 %2,659 9.3 %(240)
Total segment gross profit246,508 30.4 %255,528 31.9 %(9,020)(3.5)%(150)
Net recognition of intersegment gross profit937 878 59 
Consolidated gross profit$247,445 31.8 %$256,406 32.6 %$(8,961)(3.5)%(80)

The decrease in gross profit for the U.S. Retail segment was primarily driven by the decrease in net sales during the three months ended November 2, 2024 over the same period last year and at lower margin rates. Gross profit as a percentage of net sales decreased for the U.S. Retail segment, when compared to the same period last year, primarily due to a change in mix of products sold as we continued to expand our athletic and casual offerings, which have lower margins than the seasonal and dress categories. The increase in gross profit for the Canada Retail segment was primarily driven by the increase in net sales during the three months ended November 2, 2024 over the same period last year. Gross profit as a percentage of net sales decreased for the Canada Retail segment also due to a change in mix of products sold. The increase in gross profit for the Brand
22

Portfolio segment was primarily driven by the transition of certain Owned Brands sourced for the U.S. Retail segment under a wholesale model, as discussed above, partially offset by higher freight costs. Gross profit as a percentage of net sales decreased for the Brand Portfolio segment due to higher freight costs compared to the same period last year as we rerouted supply chain lanes in order to avoid potential disruptions, partially offset by the benefits from the transition of certain Owned Brands sourced for the U.S. Retail segment under a wholesale model and the leverage of higher sales on royalty expense for products that do not have a royalty obligation.

The net recognition of intersegment gross profit consisted of the following:
Three months ended
(in thousands)November 2, 2024October 28, 2023
Intersegment recognition and elimination activity:
Elimination of net sales recognized by Brand Portfolio segment$(33,297)$(14,948)
Cost of sales:
Elimination of cost of sales recognized by Brand Portfolio segment23,823 9,857 
Recognition of intersegment gross profit for inventory previously purchased that was subsequently sold to external customers during the current period10,411 5,969 
$937 $878 

OPERATING EXPENSES

For the three months ended November 2, 2024, operating expenses decreased by $20.3 million over the same period last year, driven by a decrease in marketing expense of $8.7 million and a decrease in incentive compensation of $9.1 million as we have reversed incentive compensation recognized in previous quarters based on the performance of the business relative to our targets. Operating expenses, as a percentage of net sales, decreased 230 basis points over the same period last year due to a larger decrease in operating expenses on lower sales.

IMPAIRMENT CHARGES

During the three months ended November 2, 2024, we recorded impairment charges of $17.8 million with $9.2 million due to a vacated leased corporate office, $1.0 million due to an underperforming Canada Retail segment store, $0.6 million due to an underperforming U.S. Retail segment store, and $7.0 million due to the write-off of our equity investment in Le Tigre due to the inability of Le Tigre to generate earnings with expected future losses.

INTEREST EXPENSE, NET

For the three months ended November 2, 2024, interest expense, net, increased by $2.8 million over the same period last year primarily driven by a higher average debt balance.

INCOME TAXES

For the three months ended November 2, 2024 and October 28, 2023, our effective tax rate was a negative 20.2% and a positive 46.8%, respectively. The negative effective tax rate for the three months ended November 2, 2024 is the result of the change from a positive tax rate through the six months ended August 3, 2024 to a negative rate through the nine months ended November 2, 2024. The positive effective tax rate for the three months ended October 28, 2023 was higher than statutory rates due to the impact of permanent non-deductible compensation partially offset by federal and state valuation allowance adjustments.
23

NINE MONTHS OF 2024 COMPARED WITH NINE MONTHS OF 2023

(amounts in thousands, except per share amounts)Nine months ended
November 2, 2024October 28, 2023Change
Amount% of Net SalesAmount% of Net SalesAmount%
Net sales$2,295,690 100.0 %$2,320,628 100.0 %$(24,938)(1.1)%
Cost of sales(1,550,262)(67.5)(1,553,096)(66.9)2,834 (0.2)%
Gross profit745,428 32.5 767,532 33.1 (22,104)(2.9)%
Operating expenses(675,904)(29.5)(665,437)(28.7)(10,467)1.6 %
Income from equity investments9,019 0.4 6,972 0.3 2,047 29.4 %
Impairment charges(17,756)(0.8)(649)— (17,107)NM
Operating profit60,787 2.6 108,418 4.7 (47,631)(43.9)%
Interest expense, net(34,161)(1.5)(22,296)(1.0)(11,865)53.2 %
Non-operating income (expenses), net(512) 83 — (595)NM
Income before income taxes26,114 1.1 86,205 3.7 (60,091)(69.7)%
Income tax benefit (provision)2,067 0.1 (27,372)(1.2)29,439 NM
Net income28,181 1.2 58,833 2.5 (30,652)(52.1)%
Net income attributable to redeemable noncontrolling interest(562) (73)— (489)669.9 %
Net income attributable to Designer Brands Inc.$27,619 1.2 %$58,760 2.5 %$(31,141)(53.0)%
Earnings per share attributable to Designer Brands Inc.:
Basic earnings per share$0.50 $0.93 $(0.43)(46.2)%
Diluted earnings per share$0.48 $0.90 $(0.42)(46.7)%
Weighted average shares used in per share calculations:
Basic shares55,570 62,860 (7,290)(11.6)%
Diluted shares57,116 65,292 (8,176)(12.5)%
NM - Not meaningful

24

NET SALES

The following table summarizes net sales by segment:
Nine months ended
(dollars in thousands)November 2, 2024October 28, 2023Change
Amount% of Segment Net SalesAmount% of Segment Net SalesAmount%Comparable Sales
Segment net sales:
U.S. Retail$1,878,556 78.1 %$1,903,038 80.2 %$(24,482)(1.3)%(2.1)%
Canada Retail213,813 8.9 199,831 8.4 13,982 7.0 %(4.2)%
Brand Portfolio311,615 13.0 271,257 11.4 40,358 14.9 %(5.8)%
Total segment net sales2,403,984 100.0 %2,374,126 100.0 %29,858 1.3 %(2.3)%
Elimination of intersegment net sales(108,294)(53,498)(54,796)102.4 %
Consolidated net sales$2,295,690 $2,320,628 $(24,938)(1.1)%

For the nine months ended November 2, 2024, net sales decreased in the U.S. Retail segment primarily driven by the decrease in comparable sales of $38.9 million, partially offset by the added net sales due to the calendar shift in 2024 as a result of 2023 containing an additional week. The decrease in comparable sales for the U.S. Retail segment was driven by a decrease in comparable average sales amounts per transaction of 1% due to lower units per transaction with the remaining decrease due to lower traffic. Net sales increased in the Canada Retail segment due to the addition of Rubino, with $15.6 million of net sales during the period, as well as $5.6 million from the net new stores opened since the end of the third quarter of 2023, partially offset by the decrease in comparable sales due to lower comparable transactions and average sales amounts per transaction. The increase in net sales for the Brand Portfolio segment was primarily due to a change in how we source certain Owned Brands for the U.S. Retail segment from a commission model, where sales are based on a percentage of product cost, to a wholesale model, where sales and cost of sales are recorded, which also resulted in the increase in intersegment net sales that are eliminated. This increase in the Brand Portfolio segment was partially offset by lower sales to external customers as retail customers pulled back on orders during 2024.

GROSS PROFIT

The following table summarizes gross profit by segment:
Nine months ended
(dollars in thousands)
November 2, 2024October 28, 2023Change
Amount% of Segment Net SalesAmount% of Segment Net SalesAmount%Basis Points
Segment gross profit:
U.S. Retail$592,306 31.5 %$622,850 32.7 %$(30,544)(4.9)%(120)
Canada Retail70,097 32.8 %67,591 33.8 %2,506 3.7 %(100)
Brand Portfolio91,425 29.3 %75,037 27.7 %16,388 21.8 %160 
Total segment gross profit753,828 31.4 %765,478 32.2 %(11,650)(1.5)%(80)
Net recognition (elimination) of intersegment gross profit(8,400)2,054 (10,454)
Consolidated gross profit$745,428 32.5 %$767,532 33.1 %$(22,104)(2.9)%(60)

The decrease in gross profit for the U.S. Retail segment was primarily driven by the decrease in net sales during the nine months ended November 2, 2024 over the same period last year and at lower margin rates. Gross profit as a percentage of net sales decreased for the U.S. Retail segment when compared to the same period last year primarily due to a change in mix of products sold as we expanded our athletic and casual offerings, which have lower margins than the seasonal and dress categories. The increase in gross profit for the Canada Retail segment was primarily driven by the increase in net sales during the nine months ended November 2, 2024 over the same period last year. Gross profit as a percentage of net sales decreased for
25

the Canada Retail segment also due to a change in mix of products sold. The increase in gross profit for the Brand Portfolio segment was primarily driven by the transition of certain Owned Brands sourced for the U.S. Retail segment under a wholesale model, as discussed above, which also resulted in the net elimination of intersegment gross profit during 2024 as compared to the net recognition of intersegment gross profit for the same period last year (refer to the table below). Gross profit as a percentage of net sales increased for the Brand Portfolio segment primarily due to the transition of certain Owned Brands sourced for the U.S. Retail segment under a wholesale model, partially offset by higher freight costs in the third quarter of 2024 as we rerouted supply chain lanes in order to avoid potential disruptions.

The net recognition (elimination) of intersegment gross profit consisted of the following:
Nine months ended
(in thousands)November 2, 2024October 28, 2023
Intersegment recognition and elimination activity:
Elimination of net sales recognized by Brand Portfolio segment$(108,294)$(53,498)
Cost of sales:
Elimination of cost of sales recognized by Brand Portfolio segment76,090 38,134 
Recognition of intersegment gross profit for inventory previously purchased that was subsequently sold to external customers during the current period23,804 17,418 
$(8,400)$2,054 

OPERATING EXPENSES

For the nine months ended November 2, 2024, operating expenses increased by $10.5 million over the same period last year, due to the addition of Rubino, with $3.9 million of operating expenses during the period, and the remaining increase primarily due to restructuring and integration costs and professional fees related to certain strategic initiative work. Operating expenses, as a percentage of net sales, increased 80 basis points over the same period last year due to an increase in operating expenses on lower sales.

IMPAIRMENT CHARGES

During the nine months ended November 2, 2024, we recorded impairment charges of $17.8 million with $9.2 million due to a vacated leased corporate office, $1.0 million due to an underperforming Canada Retail segment store, $0.6 million due to an underperforming U.S. Retail segment store, and $7.0 million due to the write-off of our equity investment in Le Tigre due to the inability of Le Tigre to generate earnings with expected future losses. During the nine months ended October 28, 2023, we recorded impairment charges of $0.6 million, primarily related to weather damage to a corporate office.

INTEREST EXPENSE, NET

For the nine months ended November 2, 2024, interest expense, net, increased by $11.9 million over the same period last year primarily driven by a higher average debt balance.

INCOME TAXES

For the nine months ended November 2, 2024 and October 28, 2023, our effective tax rate was a negative 7.9% and a positive 31.8%, respectively. The negative effective tax rate for the nine months ended November 2, 2024 was due to discrete tax benefits recognized, primarily related to the release of tax reserves no longer deemed necessary and state tax planning initiatives, which partially offset the tax calculated on income before income taxes at statutory rates. The positive effective tax rate for the nine months ended October 28, 2023 was higher than statutory rates due to the impact of permanent non-deductible compensation partially offset by federal and state valuation allowance adjustments.

LIQUIDITY AND CAPITAL RESOURCES

OVERVIEW

Our primary ongoing operating cash flow requirements are for inventory purchases, payments on lease obligations and licensing royalty commitments, other working capital needs, capital expenditures, and debt service. Our working capital and inventory levels fluctuate seasonally. On April 8, 2024, we acquired Rubino for $16.1 million in cash, funded with available
26

cash and borrowings on the ABL Revolver. During the nine months ended November 2, 2024, we repurchased 10.3 million Class A common shares at an aggregate cost of $68.6 million. As of November 2, 2024, $19.7 million of Class A common shares remained available for repurchase under the share repurchase program.

We are committed to a cash management strategy that maintains liquidity to adequately support the operation of the business, pursue our growth strategy, and withstand unanticipated business volatility, including the impacts of the global economic conditions on our results of operations. We believe that cash generated from our operations, together with our current levels of cash, as well as the availability under our ABL Revolver, are sufficient to maintain our ongoing operations, support seasonal working capital requirements, fund acquisitions and capital expenditures, repurchase common shares under our share repurchase program, and meet our debt service obligations over the next 12 months and beyond.

The following table presents the key categories of our condensed consolidated statements of cash flows:
Nine months ended
(in thousands)November 2, 2024October 28, 2023Change
Net cash provided by operating activities$12,137 $202,521 $(190,384)
Net cash used in investing activities(50,692)(169,811)119,119 
Net cash provided by (used in) financing activities26,155 (36,098)62,253 
Effect of exchange rate changes on cash balances(546)(740)194 
Net decrease in cash and cash equivalents$(12,946)$(4,128)$(8,818)

OPERATING CASH FLOWS

The decrease in net cash provided by operations was largely driven by higher spend on working capital as we increased our investment in inventories and the decrease in net income recognized after adjusting for non-cash activity, including depreciation and amortization, stock-based compensation activity, and impairment charges, partially offset by the receipt of income tax refunds of over $40.0 million and no incentive compensation for 2023 being paid in the first quarter of 2024 whereas we did pay incentive compensation for 2022 in the first quarter of 2023. Other changes in working capital were the result of timing of payments with the calendar shift.

INVESTING CASH FLOWS

For the nine months ended November 2, 2024, net cash used in investing activities was primarily due to capital expenditures of $38.9 million relating to infrastructure and IT projects and new stores, including relocations, and the acquisition of the Rubino business for $16.1 million. For the nine months ended October 28, 2023, net cash used in investing activities was primarily due to the acquisition of Keds for $127.3 million and capital expenditures of $42.3 million relating to infrastructure and IT projects, new stores, and store improvements.

FINANCING CASH FLOWS

For the nine months ended November 2, 2024, net cash provided by financing activities was primarily due to the net receipts of $113.0 million from our ABL Revolver, partially offset by the repurchase of 10.3 million Class A common shares at an aggregate cost of $68.6 million, and payments of $8.1 million for dividends and $4.3 million for taxes for stock-based compensation shares withheld. For the nine months ended October 28, 2023, net cash used in financing activities was primarily due to the repurchase of 9.7 million Class A common shares at an aggregate cost of $102.1 million, payments of $15.7 million for taxes for stock-based compensation shares withheld, and payments of dividends of $9.3 million, partially offset by proceeds from the issuance of the Term Loan of $50.0 million and net receipts of $49.5 million from our ABL Revolver.

DEBT

ABL Revolver- The ABL Revolver provides a revolving line of credit of up to $600.0 million, including a Canadian sub-limit of up to $60.0 million, a $75.0 million sub-limit for the issuance of letters of credit, a $60.0 million sub-limit for swing-loan advances for U.S. borrowings, and a $6.0 million sub-limit for swing-loan advances for Canadian borrowings. In addition, the ABL Revolver includes a FILO Term Loan of up to $30.0 million. The FILO Term Loan may be repaid in full, but not in part, so long as certain payment conditions are satisfied. Once repaid, no portion of the FILO Term Loan may be reborrowed. The ABL Revolver, which matures in 2027, may be used to provide funds for working capital, capital expenditures, share repurchases, other expenditures, and permitted acquisitions as defined by the credit facility agreement. The amount of credit
27

available is limited to a borrowing base formulated on, among other things, a percentage of the book value of eligible inventory and credit card receivables, as reduced by certain reserves. As of November 2, 2024, the revolving line of credit (excluding the FILO Term Loan) had a borrowing base of $506.8 million, with $384.1 million in outstanding borrowings and $4.4 million in letters of credit issued, resulting in $118.3 million available for borrowings.

Term Loan- On June 23, 2023, we entered into a Term Loan and have since borrowed the maximum aggregate of $135.0 million. The Term Loan matures at the earliest of the date the ABL Revolver matures (currently March 2027) or five years from closing of the Term Loan (June 2028).

Debt Covenants- The ABL Revolver required us to maintain a fixed charge coverage ratio covenant of not less than 1:1 when availability is less than the greater of $47.3 million or 10.0% of the maximum borrowing amount. At any time that liquidity is less than $100.0 million, the Term Loan requires a maximum consolidated net leverage ratio as of the last day of each fiscal month, calculated on a trailing twelve-month basis, of (1) 2.25 to 1.00 for any trailing twelve-month period through February 3, 2024, and (2) 2.50 to 1.00 thereafter. Testing of the consolidated net leverage ratio ends after liquidity has been greater than or equal to $100.0 million for a period of 45 consecutive days. The ABL Revolver and the Term Loan also contain customary covenants restricting certain activities, including limitations on our ability to sell assets, engage in acquisitions, enter into transactions involving related parties, incur additional debt, grant liens on assets, pay dividends or repurchase stock, and make certain other changes. There are specific exceptions to these covenants including, in some cases, upon satisfying specified payment conditions based on availability. As of November 2, 2024, we were in compliance with all financial covenants contained in the ABL Revolver and the Term Loan.

Refer to Note 10, Debt, of the condensed consolidated financial statements of this Form 10-Q for further information about our debt arrangements.

PLANS FOR CAPITALIZED COSTS

During 2024, we expect to spend approximately $60.0 million to $65.0 million that will be capitalized for property and equipment and implementation costs for cloud computing arrangements accounted for as service contracts, $46.5 million of which was spent during the nine months ended November 2, 2024. Our future investments will depend primarily on the number of stores we open and remodel, infrastructure and IT projects that we undertake, and the timing of these expenditures.

RECENT ACCOUNTING PRONOUNCEMENTS

The information related to recent accounting pronouncements as set forth in Note 1, Description of Business and Significant Accounting Policies - Recently Issued Accounting Pronouncements, of the condensed consolidated financial statements included in this Form 10-Q is incorporated herein by reference.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosure of commitments and contingencies at the date of the condensed consolidated financial statements and reported amounts of revenue and expenses during the reporting period. We base these estimates and judgments on factors we believe to be relevant, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The process of determining significant estimates is fact-specific and takes into account factors such as historical experience, current and expected economic conditions, product mix, and in some cases, actuarial and valuation techniques. We constantly re-evaluate these significant factors and make adjustments where facts and circumstances dictate. While we believe that the factors considered provide a meaningful basis for the accounting policies applied in the preparation of the condensed consolidated financial statements, we cannot guarantee that our estimates and assumptions will be accurate. As the determination of these estimates requires the exercise of judgment, actual results may differ from those estimates, and such differences may be material to our condensed consolidated financial statements. There have been no material changes to the application of critical accounting policies and estimates disclosed in our 2023 Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have market risk exposure related to interest rates and foreign currency exchange rates. There have been no material changes in our primary risk exposures or management of market risks from those disclosed in our 2023 Form 10-K.

28

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded, as of the end of the period covered by this Form 10-Q, that such disclosure controls and procedures were effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

No change was made in our internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f)
and 15d -15(e), during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

The information set forth in Note 11, Commitments and Contingencies - Legal Proceedings, of the condensed consolidated financial statements of this Form 10-Q is incorporated herein by reference.

ITEM 1A. RISK FACTORS

As of the date of this filing, there have been no material changes to the risk factors as set forth in Part I, Item 1A., Risk Factors, in our 2023 Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

SHARE REPURCHASE PROGRAM

On August 17, 2017, the Board authorized the repurchase of an additional $500.0 million of Class A common shares under our share repurchase program, which was added to the $33.5 million remaining from the previous authorization. The share repurchase program may be suspended, modified, or discontinued at any time, and we have no obligation to repurchase any amount of our Class A common shares under the program. Under this share repurchase program, shares will be repurchased in the open market at times and in amounts considered appropriate based on price and market conditions.

The following table sets forth the Class A common shares repurchased during the three months ended November 2, 2024:
(in thousands, except per share amounts)
(a)
Total Number of Shares Purchased (1)
(b)
Average Price Paid per Share
(c)
Total Number of Shares Purchased as Part of Publicly Announced Programs
(d)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
August 4, 2024 to August 31, 20243 $7.41  $69,708 
September 1, 2024 to October 5, 20247,685 $6.51 7,677 $19,709 
October 6, 2024 to November 2, 202414 $6.12  $19,709 
7,702 $6.51 7,677 
(1)    The total number of shares repurchased represents shares repurchased as part of publicly announced programs and 24,721 shares withheld in connection with tax payments due upon vesting of stock-based compensation awards.

29

DIVIDENDS

The payment of any future dividends is at the discretion of our Board and is based on our future earnings, cash flow, financial condition, capital requirements, changes in taxation laws, general economic condition and any other relevant factors. It is anticipated that dividends will be declared on a quarterly basis.

On November 21, 2024, the Board declared a quarterly cash dividend payment of $0.05 per share for both Class A and Class B common shares. The dividend will be paid on December 20, 2024 to shareholders of record at the close of business on December 6, 2024.

RESTRICTIONS

The ABL Revolver and the Term Loan contain customary covenants restricting our activities, including limitations on the ability to pay dividends or repurchase stock. There are specific exceptions to these covenants including, in some cases, upon satisfying specified payment conditions based on availability.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

RULE 10B5-1 TRADING PLANS

During the three months ended November 2, 2024, none of our directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" (as defined in Item 408(c) of Regulation S-K).

30

ITEM 6. EXHIBITS

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile No.Date of FilingExhibit Number
Rule 13a-14(a)/15d-14(a) Certification - Principal Executive Officer.----
Rule 13a-14(a)/15d-14(a) Certification - Principal Financial Officer.----
Section 1350 Certification - Principal Executive Officer.----
Section 1350 Certification - Principal Financial Officer.----
101*
The following materials from the Designer Brands Inc. Quarterly Report on Form 10-Q for the quarter ended November 2, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Shareholders’ Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to the Condensed Consolidated Financial Statements.
----
104*Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101.----
*    Filed herewith
**    Furnished herewith
#    Management contract or compensatory plan or arrangement

31

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DESIGNER BRANDS INC.

Date:December 10, 2024By: /s/ Jared A. Poff
Jared A. Poff
Executive Vice President, Chief Financial Officer and Chief Administrative Officer
(Principal Financial Officer and duly authorized officer)

32

EXHIBIT 31.1

CERTIFICATIONS

I, Douglas M. Howe, certify that:
1.    I have reviewed this Quarterly Report on Form 10-Q of Designer Brands Inc.;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
December 10, 2024By:/s/ Douglas M. Howe
Douglas M. Howe
Chief Executive Officer
(Principal Executive Officer)



EXHIBIT 31.2

CERTIFICATIONS

I, Jared A. Poff, certify that:
1.    I have reviewed this Quarterly Report on Form 10-Q of Designer Brands Inc.;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
December 10, 2024By:/s/ Jared A. Poff
Jared A. Poff
Executive Vice President, Chief Financial Officer and Chief Administrative Officer
(Principal Financial Officer)



EXHIBIT 32.1

SECTION 1350 CERTIFICATION*

In connection with the Quarterly Report of Designer Brands Inc. (the "Company") on Form 10-Q for the fiscal quarter ended November 2, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Douglas M. Howe, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)    The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
December 10, 2024By:/s/ Douglas M. Howe
Douglas M. Howe
Chief Executive Officer
(Principal Executive Officer)
    
*    This Certification is being furnished as required by Rule 13a-14(b) under the Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. This Certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.

A signed original of this written statement required by 18 U.S.C. § 1350 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


EXHIBIT 32.2

SECTION 1350 CERTIFICATION*

In connection with the Quarterly Report of Designer Brands Inc. (the "Company") on Form 10-Q for the fiscal quarter ended November 2, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jared A. Poff, Executive Vice President, Chief Financial Officer and Chief Administrative Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)    The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

December 10, 2024By:/s/ Jared A. Poff
Jared A. Poff
Executive Vice President, Chief Financial Officer and Chief Administrative Officer
(Principal Financial Officer)
    
*    This Certification is being furnished as required by Rule 13a-14(b) under the Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. This Certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.

A signed original of this written statement required by 18.U.S.C § 1350 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

v3.24.3
Cover Page - shares
9 Months Ended
Nov. 02, 2024
Dec. 03, 2024
Class of Stock [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Nov. 02, 2024  
Document Transition Report false  
Entity File Number 1-32545  
Entity Registrant Name DESIGNER BRANDS INC.  
Entity Incorporation, State or Country Code OH  
Entity Tax Identification Number 31-0746639  
Entity Address, Address Line One 810 DSW Drive,  
Entity Address, City or Town Columbus,  
Entity Address, State or Province OH  
Entity Address, Postal Zip Code 43219  
City Area Code (614)  
Local Phone Number 237-7100  
Title of 12(b) Security Class A Common Shares, without par value  
Trading Symbol DBI  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Current Fiscal Year End Date --02-01  
Entity Central Index Key 0001319947  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Amendment Flag false  
Class A Common Shares    
Class of Stock [Line Items]    
Entity Common Stock, Shares Outstanding   40,195,442
Class B Common Shares    
Class of Stock [Line Items]    
Entity Common Stock, Shares Outstanding   7,732,733
v3.24.3
Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Net sales $ 777,194 $ 786,329 $ 2,295,690 $ 2,320,628
Gross profit 247,445 256,406 745,428 767,532
Operating expenses (210,457) (230,788) (675,904) (665,437)
Income from equity investments 3,584 2,503 9,019 6,972
Impairment charges (17,756) 0 (17,756) (649)
Operating profit 22,816 28,121 60,787 108,418
Interest expense, net (11,565) (8,767) (34,161) (22,296)
Non-operating income (expenses), net (260) (162) (512) 83
Income before income taxes 10,991 19,192 26,114 86,205
Income tax benefit (provision) 2,223 (8,987) 2,067 (27,372)
Net income 13,214 10,205 28,181 58,833
Net income attributable to redeemable noncontrolling interest (202) (64) (562) (73)
Net income attributable to Designer Brands Inc. $ 13,012 $ 10,141 $ 27,619 $ 58,760
Earnings per share attributable to Designer Brands Inc.:        
Basic earnings per share $ 0.25 $ 0.17 $ 0.50 $ 0.93
Diluted earnings per share $ 0.24 $ 0.17 $ 0.48 $ 0.90
Weighted average shares used in per share calculations:        
Basic shares 52,083 58,633 55,570 62,860
Diluted shares 53,486 61,405 57,116 65,292
Product        
Net sales $ 777,194 $ 786,329 $ 2,295,690 $ 2,320,628
Cost of sales $ (529,749) $ (529,923) $ (1,550,262) $ (1,553,096)
v3.24.3
Condensed Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract]        
Net income $ 13,214 $ 10,205 $ 28,181 $ 58,833
Other comprehensive loss-        
Foreign currency translation loss (527) (2,501) (2,407) (2,041)
Comprehensive income 12,687 7,704 25,774 56,792
Comprehensive income attributable to redeemable noncontrolling interest (202) (64) (562) (73)
Comprehensive income attributable to Designer Brands Inc. $ 12,485 $ 7,640 $ 25,212 $ 56,719
v3.24.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Nov. 02, 2024
Feb. 03, 2024
Oct. 28, 2023
ASSETS      
Cash and cash equivalents $ 36,227 $ 49,173 $ 54,638
Receivables, net 70,570 83,590 106,916
Inventories 637,012 571,331 601,470
Prepaid expenses and other current assets 56,864 73,338 36,785
Total current assets 800,673 777,432 799,809
Property and equipment, net 212,206 219,939 224,638
Operating lease assets 707,544 721,335 742,384
Goodwill 130,649 123,759 123,759
Intangible assets, net 85,854 82,827 83,032
Deferred tax assets 39,656 39,067 47,199
Equity investments 53,358 62,857 62,239
Other assets 50,824 49,016 49,518
Total assets 2,080,764 2,076,232 2,132,578
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND SHAREHOLDERS' EQUITY      
Accounts payable 238,040 289,368 310,113
Accrued expenses 167,601 159,622 183,383
Current maturities of long-term debt 6,750 6,750 2,500
Current operating lease liabilities 155,220 166,531 182,259
Total current liabilities 567,611 622,271 678,255
Long-term debt 529,551 420,344 372,965
Non-current operating lease liabilities 644,303 646,161 669,494
Other non-current liabilities 17,521 24,948 21,072
Total liabilities 1,758,986 1,713,724 1,741,786
Commitments and contingencies
Redeemable noncontrolling interest 3,272 3,288 3,208
Shareholders' equity:      
Common shares paid in-capital, no par value 1,041,480 1,030,765 1,028,307
Treasury shares, at cost (833,355) (764,802) (764,748)
Retained earnings 118,427 98,896 131,416
Accumulated other comprehensive loss (8,046) (5,639) (7,391)
Total shareholders' equity 318,506 359,220 387,584
Total liabilities, redeemable noncontrolling interest, and shareholders' equity $ 2,080,764 $ 2,076,232 $ 2,132,578
v3.24.3
Condensed Consolidated Statements of Shareholders' Equity - USD ($)
shares in Thousands, $ in Thousands
Total
Treasury Shares
Common Shares Paid in Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Class A Common Shares
Class A Common Shares
Common shares
Class B Common Shares
Class B Common Shares
Common shares
Treasury Shares
Treasury Shares
Treasury Shares
Common Shares, Outstanding, Beginning Balance (in shares) at Jan. 28, 2023             55,921   7,733   32,882
Beginning Balance at Jan. 28, 2023 $ 432,901 $ (662,614) $ 1,018,872 $ 81,993 $ (5,350)            
Increase (Decrease) in Stockholders' Equity [Roll Forward]                      
Net income 58,760     58,760              
Stock-based compensation activity (in shares)             2,810        
Stock-based compensation activity 9,435   9,435                
Repurchase of Class A common shares (in shares)             (9,678)        
Repurchase of Class A common shares (in shares)                   9,678  
Repurchase of Class A common shares (102,134) (102,134)                  
Dividends paid (9,337)   0 (9,337)              
Foreign currency translation gain (loss) (2,041)       (2,041)            
Common Shares, Outstanding, Ending Balance (in shares) at Oct. 28, 2023           49,053 49,053 7,733 7,733   42,560
Ending Balance at Oct. 28, 2023 387,584 (764,748) 1,028,307 131,416 (7,391)            
Common Shares, Outstanding, Beginning Balance (in shares) at Jul. 29, 2023             56,143   7,733   34,995
Beginning Balance at Jul. 29, 2023 459,818 (685,048) 1,025,662 124,094 (4,890)            
Increase (Decrease) in Stockholders' Equity [Roll Forward]                      
Net income 10,141     10,141              
Stock-based compensation activity (in shares)             475        
Stock-based compensation activity 2,645   2,645                
Repurchase of Class A common shares (in shares)             (7,565)        
Repurchase of Class A common shares (in shares)                   7,565  
Repurchase of Class A common shares (79,700) (79,700)                  
Dividends paid (2,819)   0 (2,819)              
Foreign currency translation gain (loss) (2,501)       (2,501)            
Common Shares, Outstanding, Ending Balance (in shares) at Oct. 28, 2023           49,053 49,053 7,733 7,733   42,560
Ending Balance at Oct. 28, 2023 387,584 (764,748) 1,028,307 131,416 (7,391)            
Common Shares, Outstanding, Beginning Balance (in shares) at Feb. 03, 2024           49,491 49,491 7,733 7,733   42,560
Beginning Balance at Feb. 03, 2024 359,220 (764,802) 1,030,765 98,896 (5,639)            
Increase (Decrease) in Stockholders' Equity [Roll Forward]                      
Net income 27,619     27,619              
Stock-based compensation activity (in shares)             991        
Stock-based compensation activity 10,715   10,715                
Repurchase of Class A common shares (in shares)             (10,342)        
Repurchase of Class A common shares (in shares)           10,300       10,342  
Repurchase of Class A common shares (68,553) (68,553)                  
Dividends paid (8,088)   0 (8,088)              
Foreign currency translation gain (loss) (2,407)       (2,407)            
Common Shares, Outstanding, Ending Balance (in shares) at Nov. 02, 2024           40,140 40,140 7,733 7,733   52,902
Ending Balance at Nov. 02, 2024 318,506 (833,355) 1,041,480 118,427 (8,046)            
Common Shares, Outstanding, Beginning Balance (in shares) at Aug. 03, 2024             47,757   7,733   45,225
Beginning Balance at Aug. 03, 2024 355,545 (782,771) 1,038,061 107,774 (7,519)            
Increase (Decrease) in Stockholders' Equity [Roll Forward]                      
Net income 13,012     13,012              
Stock-based compensation activity (in shares)             60        
Stock-based compensation activity 3,419   3,419                
Repurchase of Class A common shares (in shares)             (7,677)        
Repurchase of Class A common shares (in shares)                   7,677  
Repurchase of Class A common shares (50,584) (50,584)                  
Dividends paid (2,359)   0 (2,359)              
Foreign currency translation gain (loss) (527)       (527)            
Common Shares, Outstanding, Ending Balance (in shares) at Nov. 02, 2024           40,140 40,140 7,733 7,733   52,902
Ending Balance at Nov. 02, 2024 $ 318,506 $ (833,355) $ 1,041,480 $ 118,427 $ (8,046)            
v3.24.3
Condensed Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares
3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Statement of Stockholders' Equity [Abstract]        
Dividends per share (in dollars per share) $ 0.05 $ 0.05 $ 0.15 $ 0.15
v3.24.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Cash flows from operating activities:    
Net income $ 28,181 $ 58,833
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 48,575 47,801
Stock-based compensation expense 14,990 25,167
Deferred income taxes (405) 875
Income from equity investments (9,019) (6,972)
Distributions received from equity investments 11,532 8,552
Impairment charges 17,756 649
Other 875 (1,977)
Change in operating assets and liabilities, net of acquired amounts:    
Accounts receivables (35,549) (21,462)
Income tax receivable 44,476 997
Inventories (60,254) 44,782
Prepaid expenses and other current assets 16,384 5,998
Accounts payable (55,202) 57,374
Accrued expenses (788) (6,926)
Operating lease assets and liabilities, net (9,415) (11,170)
Net cash provided by operating activities 12,137 202,521
Cash flows from investing activities:    
Cash paid for property and equipment (38,910) (42,315)
Cash paid for business acquisitions (16,144) (127,496)
Other 4,362 0
Net cash used in investing activities (50,692) (169,811)
Cash flows from financing activities:    
Borrowing on revolving credit facility 1,089,662 955,622
Payments on revolving credit facility (976,623) (906,087)
Proceeds from the issuance of the Term Loan 0 50,000
Payments for borrowings under Term Loan (5,065) 0
Payments of debt issuance costs 0 (8,313)
Cash paid for treasury shares (68,553) (102,134)
Dividends paid (8,088) (9,337)
Cash paid for taxes for stock-based compensation shares withheld (4,275) (15,732)
Other (903) (117)
Net cash provided by (used in) financing activities 26,155 (36,098)
Effect of exchange rate changes on cash balances (546) (740)
Net decrease in cash and cash equivalents (12,946) (4,128)
Cash and cash equivalents, beginning of period 49,173 58,766
Cash and cash equivalents, end of period 36,227 54,638
Supplemental disclosures of cash flow information:    
Net cash paid (received) for income taxes (46,882) 16,515
Interest Paid, Excluding Capitalized Interest, Operating Activities 31,288 18,536
Cash paid for operating lease liabilities 157,435 158,240
Non-cash investing and financing activities:    
Property and equipment purchases not yet paid 5,113 5,098
Operating lease liabilities arising from lease asset additions 10,818 16,217
Net increase to operating lease assets and lease liabilities for modifications $ 100,678 $ 150,699
v3.24.3
Description of Business and Significant Accounting Policies
9 Months Ended
Nov. 02, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS

Business Operations- Designer Brands Inc. is one of the world's largest designers, producers, and retailers of footwear and accessories. We operate in three reportable segments: the U.S. Retail segment, the Canada Retail segment, and the Brand Portfolio segment. The U.S. Retail segment operates the DSW Designer Shoe Warehouse ("DSW") banner through its direct-to-consumer stores and e-commerce site in the United States ("U.S."). The Canada Retail segment operates The Shoe Co., DSW, and Rubino banners through its direct-to-consumer stores and e-commerce sites in Canada. The Brand Portfolio segment earns revenue from the wholesale of products to retailers and international distributors, the sale of our branded products through direct-to-consumer e-commerce for the Vince Camuto, Keds, and Topo brands, as well as from commissions for serving retailers as the design and buying agent for products under private labels.

We have a 40.0% ownership interest in ABG-Camuto, LLC ("ABG-Camuto"), a joint venture that owns the intellectual property rights of Vince Camuto and other brands. We are party to a licensing agreement with ABG-Camuto, which provides for the exclusive right to design, source, and sell footwear and handbags under the brands that ABG-Camuto owns. We also have a 33.3% ownership interest in Le Tigre 360 Global LLC ("Le Tigre"), which manages the Le Tigre brand, and are party to a license agreement with Le Tigre, which provides for the exclusive right to design, source, and sell Le Tigre-branded footwear. Our equity investments are an integral part of the Brand Portfolio segment. In addition, we own the licensing rights for footwear and handbags of the Lucky Brand and the licensing rights for footwear of the Jessica Simpson brand and the Hush Puppies brand.

On April 8, 2024, we completed the acquisition of Rubino Shoes Inc. ("Rubino"), a retailer of branded footwear, handbags, and accessories that operates Rubino banner stores and an e-commerce platform in Quebec, Canada. The acquisition of Rubino has allowed our Canada Retail segment to expand into the province of Quebec.

Basis of Presentation- The accompanying unaudited, condensed consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the U.S. ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, we do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal, recurring nature. The condensed consolidated financial position, results of operations, and cash flows for these interim periods are not necessarily indicative of the results that may be expected in future periods. The balance sheet as of February 3, 2024 has been derived from the audited financial statements at that date. The financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the 2023 Form 10-K.

Fiscal Year- Our fiscal year ends on the Saturday nearest to January 31. References to a fiscal year (e.g., "2024") refer to the calendar year in which the fiscal year begins. This reporting schedule is followed by many national retail companies and typically results in a 52-week fiscal year (including 2024), but occasionally will contain an additional week resulting in a 53-week fiscal year (including 2023).

SIGNIFICANT ACCOUNTING POLICIES

Accounting Policies- The complete summary of significant accounting policies is included in the notes to the consolidated financial statements as presented in our 2023 Form 10-K.

Principles of Consolidation- The condensed consolidated financial statements include the accounts of Designer Brands Inc. and its subsidiaries, including any variable interest entities. All intercompany accounts and transactions have been eliminated in consolidation. All amounts are in U.S. dollars.
Use of Estimates- The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and reported amounts of net sales and expenses during the reporting periods. Certain estimates and assumptions use forecasted financial information based on information reasonably available to us. Significant estimates and assumptions are required as a part of accounting for customer returns and allowances, gift card breakage income, deferred revenue associated with loyalty programs, valuation of inventories, depreciation and amortization, impairments of long-lived assets, intangibles, goodwill and equity investments, lease accounting, redeemable noncontrolling interest, income taxes and valuation allowances on deferred tax assets, self-insurance reserves, and acquisitions. Although we believe that these estimates and assumptions are reasonable, they are based on management's knowledge of current events and actions we may undertake in the future. Changes in facts and circumstances may result in revised estimates and assumptions, and actual results could differ from these estimates.

Chief Executive Officer Transition- In January 2023, we announced our succession process relating to the Company's Chief Executive Officer ("CEO") role, whereby our former CEO, Roger Rawlins, stepped down from his role as CEO and as a member of the Board of Directors (the "Board") effective April 1, 2023, at which time, Doug Howe, who previously served as Executive Vice President of the Company and President of DSW, assumed the CEO role and joined the Board. During the three and nine months ended October 28, 2023, we recognized $1.1 million and $4.0 million, respectively, of CEO transition costs in operating expenses on the condensed consolidated statements of operations. There are no CEO transition costs for 2024.

Severance- During the three months ended November 2, 2024 and October 28, 2023, we incurred severance costs of $1.2 million and $1.9 million, respectively. During the nine months ended November 2, 2024 and October 28, 2023, we incurred severance costs, excluding the severance related to the CEO transition, of $5.5 million and $4.3 million, respectively. These costs are included in operating expenses on the condensed consolidated statements of operations. As of November 2, 2024, February 3, 2024, and October 28, 2023, we had $2.0 million, $3.9 million, and $4.3 million, respectively, of severance liability included in accrued expenses on the condensed consolidated balance sheets.

Impairment of Long-Lived Assets- During the three and nine months ended November 2, 2024, we recorded impairment charges of $9.2 million due to a vacated leased corporate office, $1.0 million due to an underperforming Canada Retail segment store, and $0.6 million due to an underperforming U.S. Retail segment store. During the nine months ended October 28, 2023, we recorded impairment charges of $0.6 million primarily related to weather damage to a corporate office.

Impairment of Equity Investment- During the three and nine months ended November 2, 2024, we recorded an impairment charge of our ownership interest in Le Tigre of $7.0 million, resulting in no remaining value due to the inability of Le Tigre to generate earnings with expected future losses.

Income Taxes- For the three months ended November 2, 2024 and October 28, 2023, our effective tax rate was a negative 20.2% and a positive 46.8%, respectively, and for the nine months ended November 2, 2024 and October 28, 2023, our effective tax rate was a negative 7.9% and a positive 31.8%, respectively. The negative effective tax rate for the nine months ended November 2, 2024 was due to discrete tax benefits recognized, primarily related to the release of tax reserves no longer deemed necessary and state tax planning initiatives, which partially offset the tax calculated on income before income taxes at statutory rates. The negative effective tax rate for the three months ended November 2, 2024 is the result of the change from a positive tax rate through the six months ended August 3, 2024 to a negative rate through the nine months ended November 2, 2024. The positive effective tax rates for the three and nine months ended October 28, 2023 was higher than statutory rates due to the impact of permanent non-deductible compensation partially offset by federal and state valuation allowance adjustments.

Fair Value- Fair value is defined as the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are categorized using defined hierarchical levels related to the subjectivity associated with the inputs to fair value measurements as follows:
•    Level 1 - Quoted prices in active markets for identical assets or liabilities.
•    Level 2 - Quoted prices for similar assets or liabilities in active markets or inputs that are observable.
•    Level 3 - Unobservable inputs in which little or no market activity exists.
The carrying value of cash and cash equivalents, receivables, and accounts payable approximated their fair values due to their short-term nature. The carrying value of borrowings under our ABL Revolver and our Term Loan approximated fair value based on the terms and variable interest rates.

Recently Issued Accounting Pronouncements- In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements including, among other things, enhanced disclosures about significant segment expenses and information used to assess segment performance. ASU 2023-07 is effective on a retrospective basis to all prior periods presented beginning with our 2024 Annual Report on Form 10-K and subsequent interim periods.

In November 2024, the FASB issued ASU 2024-03, Income Statement Expense Disaggregation Disclosures, which requires disaggregated disclosures for specific cost and expense categories such as inventory purchases, employee compensation, depreciation, and amortization, as well as other disclosures. ASU 2024-03 is effective either on a retrospective basis to all prior periods presented or on a prospective basis beginning with our 2027 Annual Report on Form 10-K and subsequent interim periods.

We are currently evaluating the impact of adopting ASU 2023-07 and ASU 2024-03 to the notes of the consolidated financial statements.
v3.24.3
Acquisitions
9 Months Ended
Nov. 02, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
ACQUISITIONS ACQUISITIONS
ACQUISITION OF KEDS

On February 4, 2023, we acquired the Keds business ("Keds"), including the Keds brand, inventory, and inventory-related accounts payable, from Wolverine World Wide, Inc. ("Seller"). The cash consideration was funded with available cash and borrowings on the ABL Revolver. The final purchase price and the allocation of the total consideration to the fair values of the assets and liabilities was finalized as of February 3, 2024, and consisted of the following:
(in thousands)Final Purchase Price and Allocation
Purchase price:
Cash consideration$127,304 
Due from Seller for estimated contingent consideration(8,899)
$118,405 
Fair value of assets and liabilities acquired:
Inventories$42,516 
Goodwill25,776 
Intangible assets53,500 
Accounts payable(3,387)
$118,405 

The purchase price was subject to adjustments primarily based upon estimated contingent considerations as provided by the purchase agreement, which were based on recognized sales and incurred marketing costs for certain identified aged inventories. We recorded an estimated amount due from Seller at fair value based on our estimated probability of the conditions being met requiring payment. Changes to the estimated amount due from Seller after we have finalized the purchase price were recorded to earnings and were immaterial.

The fair value of inventories, which were made up of finished goods, was determined based on market assumptions for realizing a reasonable profit after selling costs. The fair value of the intangible assets relates to $46.9 million of an indefinite-lived tradename and $6.6 million of customer relationships, amortized over a useful life of 10 years, and were based on the excess earnings method under the income approach with the relief from royalty method for the tradename. The fair value measurements were based on significant unobservable inputs, including discounted future cash flows, market-based assumed royalty rates, and customer attrition rates. The goodwill, included within the Brand Portfolio segment, represents the excess of the purchase price over the fair value of the net assets acquired and was primarily attributable to acquiring an established design and sourcing process for casual footwear, including kids' footwear, with international distribution. Goodwill is not expected to be deductible for income tax purposes.
ACQUISITION OF RUBINO

On April 8, 2024, we acquired Rubino for $16.1 million in cash, which was funded with available cash and borrowings on the ABL Revolver. The purchase price also included a contingent consideration with a maximum potential payment of $1.5 million, subject to Rubino's achievement of a defined average annual financial performance target for the 24-month period following the acquisition. Based on Rubino's projected performance, we have estimated at fair value no contingent consideration to be recorded. The final purchase price and the allocation of the total consideration to the fair values of the assets and liabilities consisted of the following:
(in thousands)Preliminary Purchase Price and Allocation as of April 8, 2024Measurement Period AdjustmentsFinal Purchase Price and Allocation as of November 2, 2024
Purchase Price:
Cash consideration$16,674 $(530)$16,144 
Contingent consideration1,472 (1,472)— 
$18,146 $(2,002)$16,144 
Fair value of assets and liabilities acquired:
Inventories$6,967 $278 $7,245 
Operating lease assets9,334 — 9,334 
Goodwill9,972 (2,905)7,067 
Intangible assets3,166 1,950 5,116 
Other assets2,273 170 2,443 
Accounts payable and other current liabilities(4,232)(1,495)(5,727)
Operating lease liabilities(9,334)— (9,334)
$18,146 $(2,002)$16,144 

The fair value of the intangible asset relates to an indefinite-lived tradename and was estimated using the relief from royalty method of the income approach. The fair value measurements are based on significant unobservable inputs, including discounted future cash flows and an assumed royalty rate. The fair value of the operating lease assets was determined based on the market valuation approach. The goodwill, included within the Canada Retail segment, represents the excess of the purchase price over the fair value of the net assets acquired and was primarily attributable to acquiring an established retail banner in a province in Canada we did not previously have a presence in. Goodwill is not expected to be deductible for income tax purposes.
The results of operations for Rubino for the three and nine months ended November 2, 2024 were not material and are included in the condensed consolidated statements of operations within the Canada Retail segment. Supplemental pro forma results of operations reflecting the acquisition are not presented as the impact on our consolidated financial results would not have been material.
v3.24.3
Revenue
9 Months Ended
Nov. 02, 2024
Revenue from Contract with Customer [Abstract]  
REVENUE REVENUE
DISAGGREGATION OF NET SALES

Net Sales by Brand Categories- The following table presents net sales disaggregated by brand categories for each segment:
(in thousands)U.S. Retail
Canada Retail(2)
Brand PortfolioEliminationsConsolidated
Three months ended November 2, 2024
Owned Brands:(1)
Direct-to-consumer$105,094 $11,782 $13,877 $ $130,753 
External customer wholesale, commission income, and other  64,318  64,318 
Intersegment wholesale  33,297 (33,297) 
Total Owned Brands105,094 11,782 111,492 (33,297)195,071 
National brands510,401 71,722   582,123 
Total net sales$615,495 $83,504 $111,492 $(33,297)$777,194 
Three months ended October 28, 2023
Owned Brands:(1)
Direct-to-consumer$123,973 $13,024 $17,204 $— $154,201 
External customer wholesale, commission income, and other— — 61,905 — 61,905 
Intersegment wholesale and commission income— — 14,948 (14,948)— 
Total Owned Brands123,973 13,024 94,057 (14,948)216,106 
National brands507,637 62,586 — — 570,223 
Total net sales$631,610 $75,610 $94,057 $(14,948)$786,329 
Nine months ended November 2, 2024
Owned Brands:(1)
Direct-to-consumer$308,148 $30,692 $41,696 $ $380,536 
External customer wholesale, commission income, and other  161,625  161,625 
Intersegment wholesale  108,294 (108,294) 
Total Owned Brands308,148 30,692 311,615 (108,294)542,161 
National brands1,570,408 183,121   1,753,529 
Total net sales$1,878,556 $213,813 $311,615 $(108,294)$2,295,690 
Nine months ended October 28, 2023
Owned Brands:(1)
Direct-to-consumer$362,931 $30,944 $43,604 $— $437,479 
External customer wholesale, commission income, and other— — 174,155 — 174,155 
Intersegment wholesale and commission income— — 53,498 (53,498)— 
Total Owned Brands362,931 30,944 271,257 (53,498)611,634 
National brands1,540,107 168,887 — — 1,708,994 
Total net sales$1,903,038 $199,831 $271,257 $(53,498)$2,320,628 
(1)    "Owned Brands" refers to those brands that we have rights to sell through ownership or license arrangements.
(2)    Beginning with the 2023 Form 10-K, we are providing a breakout of Canada Retail segment net sales by brand categories and we have recast the three months and the nine months ended October 28, 2023 on a consistent basis.
Net Sales by Product and Service Categories- The following table presents net sales disaggregated by product and service
categories for each segment:
Three months ended Nine months ended
(in thousands)November 2, 2024October 28, 2023November 2, 2024October 28, 2023
Net sales:
U.S. Retail segment:
Women's footwear$390,519 $406,044 $1,202,177 $1,236,800 
Men's footwear130,006 136,455 407,762 419,008 
Kids' footwear60,689 54,521 166,447 143,978 
Accessories and other34,281 34,590 102,170 103,252 
615,495 631,610 1,878,556 1,903,038 
Canada Retail segment:
Women's footwear41,139 39,031 114,232 110,079 
Men's footwear20,866 18,526 54,219 51,272 
Kids' footwear17,874 15,145 36,411 30,778 
Accessories and other3,625 2,908 8,951 7,702 
83,504 75,610 213,813 199,831 
Brand Portfolio segment:
Wholesale96,166 74,099 265,428 219,592 
Direct-to consumer13,877 17,204 41,696 43,604 
Commission income and other1,449 2,754 4,491 8,061 
111,492 94,057 311,615 271,257 
Total segment net sales810,491 801,277 2,403,984 2,374,126 
Elimination of intersegment sales(33,297)(14,948)(108,294)(53,498)
Total net sales$777,194 $786,329 $2,295,690 $2,320,628 

DEFERRED REVENUE LIABILITIES

We record deferred revenue liabilities, included in accrued expenses on the condensed consolidated balance sheets, for remaining obligations we have to our customers. The following table presents the changes and total balances for gift cards and loyalty programs:
Three months ended Nine months ended
(in thousands)November 2, 2024October 28, 2023November 2, 2024October 28, 2023
Gift cards:
Beginning of period$25,345 $28,234 $31,662 $35,121 
Gift cards redeemed and breakage recognized to net sales(11,740)(12,764)(43,768)(45,601)
Gift cards issued10,074 10,759 35,785 36,709 
End of period$23,679 $26,229 $23,679 $26,229 
Loyalty programs:
Beginning of period$14,554 $16,762 $15,971 $16,900 
Loyalty certificates redeemed and expired and other adjustments recognized to net sales(6,735)(7,434)(23,029)(22,861)
Deferred revenue for loyalty points issued7,466 7,923 22,343 23,212 
End of period$15,285 $17,251 $15,285 $17,251 
v3.24.3
Related Party Transactions
9 Months Ended
Nov. 02, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTIONS
SCHOTTENSTEIN AFFILIATES

We have transactions with entities owned or controlled by Jay L. Schottenstein, the executive chairman of our Board, and members of his family (the "Schottenstein Affiliates"). As of November 2, 2024, the Schottenstein Affiliates beneficially owned approximately 31% of the Company's outstanding common shares, representing approximately 67% of the combined voting power of the Company, consisting of, in the aggregate, 7.0 million Class A common shares and 7.7 million Class B common shares. The following summarizes the related party transactions with the Schottenstein Affiliates for the relevant periods:

Leases- We lease certain store and office locations that are owned by the Schottenstein Affiliates. For the three months ended November 2, 2024 and October 28, 2023, we recorded rent expense from the leases with Schottenstein Affiliates of $1.8 million and $2.0 million, respectively. For the nine months ended November 2, 2024 and October 28, 2023, we recorded rent expense from the leases with Schottenstein Affiliates of $5.4 million and $6.0 million, respectively. As of November 2, 2024, February 3, 2024, and October 28, 2023, we had related party current operating lease liabilities of $4.0 million, $5.6 million, and $4.6 million, respectively, and non-current operating lease liabilities of $17.7 million, $18.5 million, and $17.7 million, respectively.

Other Purchases and Services- For both the three months ended November 2, 2024 and October 28, 2023, we had other purchases and services we incurred from the Schottenstein Affiliates of $0.8 million. For both the nine months ended November 2, 2024 and October 28, 2023, we had other purchases and services we incurred from the Schottenstein Affiliates of $2.0 million.

Due to Related Parties- Amounts due to the Schottenstein Affiliates, other than operating lease liabilities, were immaterial for all periods presented.

EQUITY METHOD INVESTMENTS

ABG-Camuto- We have a 40.0% ownership interest in ABG-Camuto. We are party to a licensing agreement with ABG-Camuto, pursuant to which we pay royalties on the net sales of the brands owned by ABG-Camuto, subject to guaranteed minimums. For the three months ended November 2, 2024 and October 28, 2023, we recorded royalty expense for amounts paid to ABG-Camuto of $4.8 million and $4.5 million, respectively. For the nine months ended November 2, 2024 and October 28, 2023, we recorded royalty expense for amounts paid to ABG-Camuto of $14.4 million and $13.6 million, respectively.

Le Tigre- We have a 33.3% ownership interest in Le Tigre. We are party to a license agreement with Le Tigre, pursuant to which we pay royalties on the net sales of the Le Tigre brand, subject to guaranteed minimums. Activity with Le Tigre was immaterial for all periods presented.
v3.24.3
Earnings Per Share
9 Months Ended
Nov. 02, 2024
Earnings Per Share [Abstract]  
EARNINGS PER SHARE EARNINGS PER SHARE
Basic earnings per share is based on net income attributable to Designer Brands Inc. and the weighted average of Class A and Class B common shares outstanding. Diluted earnings per share reflects the potential dilution of common shares adjusted for outstanding stock options and restricted stock units ("RSUs") calculated using the treasury stock method.

The following is a reconciliation between basic and diluted weighted average shares outstanding, as used in the calculation of earnings per share attributable to Designer Brands Inc.:
Three months ended Nine months ended
(in thousands)
November 2, 2024October 28, 2023November 2, 2024October 28, 2023
Weighted average basic shares outstanding
52,083 58,633 55,570 62,860 
Dilutive effect of stock-based compensation awards
1,403 2,772 1,546 2,432 
Weighted average diluted shares outstanding
53,486 61,405 57,116 65,292 
For the three months ended November 2, 2024 and October 28, 2023, the number of shares relating to potentially dilutive stock-based compensation awards that were excluded from the computation of diluted earnings per share due to their anti-dilutive effect was 4.0 million and 2.4 million, respectively. For the nine months ended November 2, 2024 and October 28, 2023, the number of shares relating to potentially dilutive stock-based compensation awards that were excluded from the computation of diluted earnings per share due to their anti-dilutive effect was 3.6 million and 3.3 million, respectively.
v3.24.3
Stock-based Compensation
9 Months Ended
Nov. 02, 2024
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
For the three months ended November 2, 2024 and October 28, 2023, we recorded stock-based compensation expense of $3.6 million and $6.1 million, respectively. For the nine months ended November 2, 2024 and October 28, 2023, we recorded stock-based compensation expense of $15.0 million and $25.2 million, respectively. These costs are included in operating expenses on the condensed consolidated statements of operations.

The following table summarizes the stock-based compensation award share activity for RSUs for the nine months ended November 2, 2024:
(in thousands) Shares of Time-Based RSUsShares of Performance-Based RSUs
Outstanding - beginning of period4,3831,236 
Granted1,943 744 
Vested(892)(284)
Forfeited(559)(692)
Outstanding - end of period4,875 1,004 
v3.24.3
Shareholders' Equity
9 Months Ended
Nov. 02, 2024
Shareholders' Equity [Abstract]  
SHAREHOLDERS' EQUITY SHAREHOLDERS' EQUITY
SHARES

Our Class A common shares are listed for trading under the ticker symbol "DBI" on the New York Stock Exchange. There is currently no public market for the Company's Class B common shares, but the Class B common shares can be converted into the Company's Class A common shares at the election of the holder on a share-for-share basis. Holders of Class A common shares are entitled to one vote per share and holders of Class B common shares are entitled to eight votes per share on matters submitted to shareholders for approval.

The following table provides additional information for our common shares:
(in thousands)November 2, 2024February 3, 2024October 28, 2023
Class AClass BClass AClass BClass AClass B
Authorized shares250,000 100,000 250,000 100,000 250,000 100,000 
Issued shares93,042 7,733 92,051 7,733 91,613 7,733 
Outstanding shares40,140 7,733 49,491 7,733 49,053 7,733 
Treasury shares52,902  42,560 — 42,560 — 

We have authorized 100 million shares of no par value preferred shares, with no shares issued for any of the periods presented.

SHARE REPURCHASES

On August 17, 2017, the Board authorized the repurchase of an additional $500.0 million of Class A common shares under our share repurchase program, which was added to the $33.5 million remaining from the previous authorization. During the nine months ended November 2, 2024, we repurchased 10.3 million Class A common shares at an aggregate cost of $68.6 million. As of November 2, 2024, $19.7 million of Class A common shares remained available for repurchase under the share repurchase program. The share repurchase program may be suspended, modified, or discontinued at any time, and we have no obligation to repurchase any amount of our Class A common shares under the program. Under the share repurchase program, shares will be repurchased in the open market at times and in amounts considered appropriate based on price and market conditions.
DIVIDENDS

On November 21, 2024, the Board declared a quarterly cash dividend payment of $0.05 per share for both Class A and Class B common shares. The dividend will be paid on December 20, 2024 to shareholders of record at the close of business on December 6, 2024.
v3.24.3
Receivables
9 Months Ended
Nov. 02, 2024
Receivables [Abstract]  
RECEIVABLES RECEIVABLES
Receivables, net, consisted of the following:
(in thousands)November 2, 2024February 3, 2024October 28, 2023
Customer accounts receivables:
Receivables with payment guarantee by third-party provider$47,032 $18,615 $39,858 
Receivables without payment guarantee9,664 7,890 8,517 
Income tax receivable 44,476 43,024 
Other receivables14,300 13,093 15,879 
Total receivables70,996 84,074 107,278 
Allowance for doubtful accounts(426)(484)(362)
$70,570 $83,590 $106,916 
v3.24.3
Accrued Expenses
9 Months Ended
Nov. 02, 2024
Payables and Accruals [Abstract]  
ACCRUED EXPENSES ACCRUED EXPENSES
Accrued expenses consisted of the following:
(in thousands)November 2, 2024February 3, 2024October 28, 2023
Gift cards$23,679 $31,662 $26,229 
Accrued compensation and related expenses28,368 19,342 22,863 
Accrued taxes24,144 23,134 30,035 
Loyalty programs deferred revenue15,285 15,971 17,251 
Customer returns and allowances20,990 19,569 22,860 
Other55,135 49,944 64,145 
$167,601 $159,622 $183,383 
v3.24.3
Debt
9 Months Ended
Nov. 02, 2024
Debt Disclosure [Abstract]  
DEBT DEBT
Debt consisted of the following:
(in thousands)November 2, 2024February 3, 2024October 28, 2023
ABL Revolver$414,109 $301,070 $330,571 
Term Loan128,063 133,125 50,000 
Total debt542,172 434,195 380,571 
Less unamortized Term Loan debt issuance costs(5,871)(7,101)(5,106)
Less current maturities of long-term debt(6,750)(6,750)(2,500)
Long-term debt$529,551 $420,344 $372,965 
On March 30, 2022, we replaced our previous senior secured asset-based revolving credit facility with our current ABL Revolver, which was subsequently amended on February 28, 2023 and June 23, 2023. The ABL Revolver provides a revolving line of credit of up to $600.0 million, including a Canadian sub-limit of up to $60.0 million, a $75.0 million sub-limit for the issuance of letters of credit, a $60.0 million sub-limit for swing-loan advances for U.S. borrowings, and a $6.0 million sub-limit for swing-loan advances for Canadian borrowings. In addition, the ABL Revolver includes a first-in last-out term loan ("FILO Term Loan") of up to $30.0 million, which was drawn in full on February 28, 2023. The FILO Term Loan may be repaid in full, but not in part, so long as certain payment conditions are satisfied. Once repaid, no portion of the FILO Term Loan may be reborrowed. Our ABL Revolver matures in March 2027 and is secured by a first-priority lien on substantially all of our personal property assets, including credit card receivables and inventory. The ABL Revolver may be used to provide funds for working capital, capital expenditures, share repurchases, other expenditures, and permitted acquisitions as defined by the credit facility agreement. The amount of credit available is limited to a borrowing base formulated on, among other things, a percentage of the book value of eligible inventory and credit card receivables, as reduced by certain reserves. As of November 2, 2024, the revolving line of credit (excluding the FILO Term Loan) had a borrowing base of $506.8 million, with $384.1 million in outstanding borrowings and $4.4 million in letters of credit issued, resulting in $118.3 million available for borrowings.

Borrowings under the revolving line of credit and letters of credit issued under the ABL Revolver accrue interest, at our option, at a rate equal to: (A) a base rate per annum equal to the greatest of (i) the prime rate, (ii) the Fed Funds Rate (as defined in the credit facility agreement and subject to a floor of 0%) plus 0.5%, and (iii) Adjusted Term SOFR (as defined in the credit facility agreement) plus 1.0%; or (B) a one-month, three-month, or six-month Adjusted Term SOFR per annum (subject to a floor of 0%), plus, in each instance, an applicable rate to be determined based on average availability. The FILO Term Loan accrues interest, at our option, at a rate equal to: (A) a fluctuating interest rate per annum equal to the greatest of (i) the prime rate, (ii) the Fed Funds Rate plus 0.5%, or (iii) Adjusted Term SOFR plus 1.0%, plus 2.5%; or (B) Adjusted Term SOFR for the interest period in effect for such borrowing plus 3.5%. Commitment fees are based on the unused portion of the ABL Revolver available for borrowings. Interest expense related to the ABL Revolver includes interest on borrowings and letters of credit, with an interest rate of 6.9% as of November 2, 2024, commitment fees, and the amortization of debt issuance costs.

TERM LOAN

On June 23, 2023, we entered into the Term Loan and have since borrowed the maximum aggregate amount of $135.0 million during 2023, consisting of a $121.5 million U.S. loan and a $13.5 million Canadian loan (denominated in USD). The Term Loan matures at the earliest of the date the ABL Revolver matures (currently March 2027) or five years from closing of the Term Loan (June 2028). The Term Loan is collateralized by a first priority lien on substantially all of our personal, real, and intellectual property and by a second priority lien on the assets used as collateral for the ABL revolver, primarily credit card receivables, accounts receivable, and inventory.

Borrowings under the Term Loan bear interest at a per annum rate equal to: (A) an adjusted three-month SOFR per annum (subject to a floor of 2.0%), plus 7.0%; or if (A) is not available, then (B) a base rate per annum equal to the greater of (i) 2.0%, (ii) the prime rate, (iii) the Fed Funds Rate plus 0.5%, and (iv) the Adjusted Term SOFR plus 1.0%; plus, in each instance, 6.0%, with an interest rate of 11.7% (effective interest rate of 13.0% when including the amortization of debt issuance costs) as of November 2, 2024.
DEBT COVENANTS

The ABL Revolver requires us to maintain a fixed charge coverage ratio covenant of not less than 1:1 when availability is less than the greater of $47.3 million or 10.0% of the maximum borrowing amount. At any time that liquidity is less than $100.0 million, the Term Loan requires a maximum consolidated net leverage ratio as of the last day of each fiscal month, calculated on a trailing twelve-month basis, of (1) 2.25 to 1.00 for any trailing twelve-month period through February 3, 2024, and (2) 2.50 to 1.00 thereafter. Testing of the consolidated net leverage ratio ends after liquidity has been greater than or equal to $100.0 million for a period of 45 consecutive days. The ABL Revolver and the Term Loan also contain customary covenants restricting certain activities, including limitations on our ability to sell assets, engage in acquisitions, enter into transactions involving related parties, incur additional debt, grant liens on assets, pay dividends or repurchase stock, and make certain other changes. There are specific exceptions to these covenants including, in some cases, upon satisfying specified payment conditions based on availability. The ABL Revolver and the Term Loan contain customary events of default, including failure to comply with certain financial and other covenants. Upon an event of default that is not cured or waived within the cure periods, in addition to other remedies that may be available to the lenders, our obligations may be accelerated, outstanding letters of credit may be required to be cash collateralized, and remedies may be exercised against the collateral. As of November 2, 2024, we were in compliance with all financial covenants contained in the ABL Revolver and the Term Loan.
v3.24.3
Commitments and Contingencies
9 Months Ended
Nov. 02, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
LEGAL PROCEEDINGS

We are involved in various legal proceedings that are incidental to the conduct of our business. Although it is not possible to predict with certainty the eventual outcome of any litigation, we believe the amount of any potential liability with respect to current legal proceedings will not be material to our results of operations or financial condition. As additional information becomes available, we will assess any potential liability related to pending litigation and revise the estimates as needed.
v3.24.3
Segment Reporting
9 Months Ended
Nov. 02, 2024
Segment Reporting [Abstract]  
SEGMENT REPORTING SEGMENT REPORTING
The following table provides certain financial data by segment reconciled to the condensed consolidated financial statements:
(in thousands)U.S. RetailCanada RetailBrand PortfolioEliminationsConsolidated
Three months ended November 2, 2024
Net sales:
External customer sales$615,495 $83,504 $78,195 $ $777,194 
Intersegment sales  33,297 (33,297) 
Total net sales$615,495 $83,504 $111,492 $(33,297)$777,194 
Gross profit$187,790 $27,405 $31,313 $937 $247,445 
Income from equity investments$ $ $3,584 $ $3,584 
Three months ended October 28, 2023
Net sales:
External customer sales$631,610 $75,610 $79,109 $— $786,329 
Intersegment sales— — 14,948 (14,948)— 
Total net sales$631,610 $75,610 $94,057 $(14,948)$786,329 
Gross profit$200,268 $26,606 $28,654 $878 $256,406 
Income from equity investments$— $— $2,503 $— $2,503 
(in thousands)U.S. RetailCanada RetailBrand PortfolioEliminationsConsolidated
Nine months ended November 2, 2024
Net sales:
External customer sales$1,878,556 $213,813 $203,321 $ $2,295,690 
Intersegment sales  108,294 (108,294) 
Total net sales$1,878,556 $213,813 $311,615 $(108,294)$2,295,690 
Gross profit$592,306 $70,097 $91,425 $(8,400)$745,428 
Income from equity investments$ $ $9,019 $ $9,019 
Nine months ended October 28, 2023
Net sales:
External customer sales$1,903,038 $199,831 $217,759 $— $2,320,628 
Intersegment sales— — 53,498 (53,498)— 
Total net sales$1,903,038 $199,831 $271,257 $(53,498)$2,320,628 
Gross profit$622,850 $67,591 $75,037 $2,054 $767,532 
Income from equity investments$— $— $6,972 $— $6,972 

Beginning in 2024, we changed how the Brand Portfolio segment sources certain Owned Brands for the U.S. Retail segment by transacting using a wholesale model, where intersegment sales and cost of sales are recorded, whereas in 2023 and prior we transacted on a commission model, where intersegment sales were based on a percentage of product cost. This change results in an increase in Brand Portfolio intersegment net sales, cost of sales, and gross profit and a corresponding increase in the amount of eliminated intersegment net sales, cost of sales, and gross profit with no impact to consolidated net sales, cost of sales, and gross profit.
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Pay vs Performance Disclosure        
Net income $ 13,012 $ 10,141 $ 27,619 $ 58,760
v3.24.3
Insider Trading Arrangements
3 Months Ended 9 Months Ended
Nov. 02, 2024
Nov. 02, 2024
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
RULE 10B5-1 TRADING PLANS

During the three months ended November 2, 2024, none of our directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" (as defined in Item 408(c) of Regulation S-K).
Rule 10b5-1 Arrangement Adopted false  
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
v3.24.3
Description of Business and Significant Accounting Policies (Policies)
9 Months Ended
Nov. 02, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Fiscal Year
Fiscal Year- Our fiscal year ends on the Saturday nearest to January 31. References to a fiscal year (e.g., "2024") refer to the calendar year in which the fiscal year begins. This reporting schedule is followed by many national retail companies and typically results in a 52-week fiscal year (including 2024), but occasionally will contain an additional week resulting in a 53-week fiscal year (including 2023).
Principles of Consolidation
Principles of Consolidation- The condensed consolidated financial statements include the accounts of Designer Brands Inc. and its subsidiaries, including any variable interest entities. All intercompany accounts and transactions have been eliminated in consolidation. All amounts are in U.S. dollars.
Use of Estimates
Use of Estimates- The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and reported amounts of net sales and expenses during the reporting periods. Certain estimates and assumptions use forecasted financial information based on information reasonably available to us. Significant estimates and assumptions are required as a part of accounting for customer returns and allowances, gift card breakage income, deferred revenue associated with loyalty programs, valuation of inventories, depreciation and amortization, impairments of long-lived assets, intangibles, goodwill and equity investments, lease accounting, redeemable noncontrolling interest, income taxes and valuation allowances on deferred tax assets, self-insurance reserves, and acquisitions. Although we believe that these estimates and assumptions are reasonable, they are based on management's knowledge of current events and actions we may undertake in the future. Changes in facts and circumstances may result in revised estimates and assumptions, and actual results could differ from these estimates.
Chief Executive Officer Transition and Restructuring Costs
Chief Executive Officer Transition- In January 2023, we announced our succession process relating to the Company's Chief Executive Officer ("CEO") role, whereby our former CEO, Roger Rawlins, stepped down from his role as CEO and as a member of the Board of Directors (the "Board") effective April 1, 2023, at which time, Doug Howe, who previously served as Executive Vice President of the Company and President of DSW, assumed the CEO role and joined the Board. During the three and nine months ended October 28, 2023, we recognized $1.1 million and $4.0 million, respectively, of CEO transition costs in operating expenses on the condensed consolidated statements of operations. There are no CEO transition costs for 2024.

Severance- During the three months ended November 2, 2024 and October 28, 2023, we incurred severance costs of $1.2 million and $1.9 million, respectively. During the nine months ended November 2, 2024 and October 28, 2023, we incurred severance costs, excluding the severance related to the CEO transition, of $5.5 million and $4.3 million, respectively. These costs are included in operating expenses on the condensed consolidated statements of operations. As of November 2, 2024, February 3, 2024, and October 28, 2023, we had $2.0 million, $3.9 million, and $4.3 million, respectively, of severance liability included in accrued expenses on the condensed consolidated balance sheets.
Income Taxes
Income Taxes- For the three months ended November 2, 2024 and October 28, 2023, our effective tax rate was a negative 20.2% and a positive 46.8%, respectively, and for the nine months ended November 2, 2024 and October 28, 2023, our effective tax rate was a negative 7.9% and a positive 31.8%, respectively. The negative effective tax rate for the nine months ended November 2, 2024 was due to discrete tax benefits recognized, primarily related to the release of tax reserves no longer deemed necessary and state tax planning initiatives, which partially offset the tax calculated on income before income taxes at statutory rates. The negative effective tax rate for the three months ended November 2, 2024 is the result of the change from a positive tax rate through the six months ended August 3, 2024 to a negative rate through the nine months ended November 2, 2024. The positive effective tax rates for the three and nine months ended October 28, 2023 was higher than statutory rates due to the impact of permanent non-deductible compensation partially offset by federal and state valuation allowance adjustments.
Fair Value
Fair Value- Fair value is defined as the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are categorized using defined hierarchical levels related to the subjectivity associated with the inputs to fair value measurements as follows:
•    Level 1 - Quoted prices in active markets for identical assets or liabilities.
•    Level 2 - Quoted prices for similar assets or liabilities in active markets or inputs that are observable.
•    Level 3 - Unobservable inputs in which little or no market activity exists.
The carrying value of cash and cash equivalents, receivables, and accounts payable approximated their fair values due to their short-term nature. The carrying value of borrowings under our ABL Revolver and our Term Loan approximated fair value based on the terms and variable interest rates.
Recently Issued Accounting Pronouncements
Recently Issued Accounting Pronouncements- In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements including, among other things, enhanced disclosures about significant segment expenses and information used to assess segment performance. ASU 2023-07 is effective on a retrospective basis to all prior periods presented beginning with our 2024 Annual Report on Form 10-K and subsequent interim periods.
In November 2024, the FASB issued ASU 2024-03, Income Statement Expense Disaggregation Disclosures, which requires disaggregated disclosures for specific cost and expense categories such as inventory purchases, employee compensation, depreciation, and amortization, as well as other disclosures. ASU 2024-03 is effective either on a retrospective basis to all prior periods presented or on a prospective basis beginning with our 2027 Annual Report on Form 10-K and subsequent interim periods.
Revenue Recognition We record deferred revenue liabilities, included in accrued expenses on the condensed consolidated balance sheets, for remaining obligations we have to our customers.
Earnings Per Share Basic earnings per share is based on net income attributable to Designer Brands Inc. and the weighted average of Class A and Class B common shares outstanding. Diluted earnings per share reflects the potential dilution of common shares adjusted for outstanding stock options and restricted stock units ("RSUs") calculated using the treasury stock method.
Shareholders' Equity
SHARES

Our Class A common shares are listed for trading under the ticker symbol "DBI" on the New York Stock Exchange. There is currently no public market for the Company's Class B common shares, but the Class B common shares can be converted into the Company's Class A common shares at the election of the holder on a share-for-share basis. Holders of Class A common shares are entitled to one vote per share and holders of Class B common shares are entitled to eight votes per share on matters submitted to shareholders for approval.
Share Repurchases
SHARE REPURCHASES

On August 17, 2017, the Board authorized the repurchase of an additional $500.0 million of Class A common shares under our share repurchase program, which was added to the $33.5 million remaining from the previous authorization. During the nine months ended November 2, 2024, we repurchased 10.3 million Class A common shares at an aggregate cost of $68.6 million. As of November 2, 2024, $19.7 million of Class A common shares remained available for repurchase under the share repurchase program. The share repurchase program may be suspended, modified, or discontinued at any time, and we have no obligation to repurchase any amount of our Class A common shares under the program. Under the share repurchase program, shares will be repurchased in the open market at times and in amounts considered appropriate based on price and market conditions.
v3.24.3
Acquisitions (Tables)
9 Months Ended
Nov. 02, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Allocation of Consideration The final purchase price and the allocation of the total consideration to the fair values of the assets and liabilities was finalized as of February 3, 2024, and consisted of the following:
(in thousands)Final Purchase Price and Allocation
Purchase price:
Cash consideration$127,304 
Due from Seller for estimated contingent consideration(8,899)
$118,405 
Fair value of assets and liabilities acquired:
Inventories$42,516 
Goodwill25,776 
Intangible assets53,500 
Accounts payable(3,387)
$118,405 
The final purchase price and the allocation of the total consideration to the fair values of the assets and liabilities consisted of the following:
(in thousands)Preliminary Purchase Price and Allocation as of April 8, 2024Measurement Period AdjustmentsFinal Purchase Price and Allocation as of November 2, 2024
Purchase Price:
Cash consideration$16,674 $(530)$16,144 
Contingent consideration1,472 (1,472)— 
$18,146 $(2,002)$16,144 
Fair value of assets and liabilities acquired:
Inventories$6,967 $278 $7,245 
Operating lease assets9,334 — 9,334 
Goodwill9,972 (2,905)7,067 
Intangible assets3,166 1,950 5,116 
Other assets2,273 170 2,443 
Accounts payable and other current liabilities(4,232)(1,495)(5,727)
Operating lease liabilities(9,334)— (9,334)
$18,146 $(2,002)$16,144 
v3.24.3
Revenue (Tables)
9 Months Ended
Nov. 02, 2024
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue The following table presents net sales disaggregated by brand categories for each segment:
(in thousands)U.S. Retail
Canada Retail(2)
Brand PortfolioEliminationsConsolidated
Three months ended November 2, 2024
Owned Brands:(1)
Direct-to-consumer$105,094 $11,782 $13,877 $ $130,753 
External customer wholesale, commission income, and other  64,318  64,318 
Intersegment wholesale  33,297 (33,297) 
Total Owned Brands105,094 11,782 111,492 (33,297)195,071 
National brands510,401 71,722   582,123 
Total net sales$615,495 $83,504 $111,492 $(33,297)$777,194 
Three months ended October 28, 2023
Owned Brands:(1)
Direct-to-consumer$123,973 $13,024 $17,204 $— $154,201 
External customer wholesale, commission income, and other— — 61,905 — 61,905 
Intersegment wholesale and commission income— — 14,948 (14,948)— 
Total Owned Brands123,973 13,024 94,057 (14,948)216,106 
National brands507,637 62,586 — — 570,223 
Total net sales$631,610 $75,610 $94,057 $(14,948)$786,329 
Nine months ended November 2, 2024
Owned Brands:(1)
Direct-to-consumer$308,148 $30,692 $41,696 $ $380,536 
External customer wholesale, commission income, and other  161,625  161,625 
Intersegment wholesale  108,294 (108,294) 
Total Owned Brands308,148 30,692 311,615 (108,294)542,161 
National brands1,570,408 183,121   1,753,529 
Total net sales$1,878,556 $213,813 $311,615 $(108,294)$2,295,690 
Nine months ended October 28, 2023
Owned Brands:(1)
Direct-to-consumer$362,931 $30,944 $43,604 $— $437,479 
External customer wholesale, commission income, and other— — 174,155 — 174,155 
Intersegment wholesale and commission income— — 53,498 (53,498)— 
Total Owned Brands362,931 30,944 271,257 (53,498)611,634 
National brands1,540,107 168,887 — — 1,708,994 
Total net sales$1,903,038 $199,831 $271,257 $(53,498)$2,320,628 
(1)    "Owned Brands" refers to those brands that we have rights to sell through ownership or license arrangements.
(2)    Beginning with the 2023 Form 10-K, we are providing a breakout of Canada Retail segment net sales by brand categories and we have recast the three months and the nine months ended October 28, 2023 on a consistent basis.
Net Sales by Product and Service Categories- The following table presents net sales disaggregated by product and service
categories for each segment:
Three months ended Nine months ended
(in thousands)November 2, 2024October 28, 2023November 2, 2024October 28, 2023
Net sales:
U.S. Retail segment:
Women's footwear$390,519 $406,044 $1,202,177 $1,236,800 
Men's footwear130,006 136,455 407,762 419,008 
Kids' footwear60,689 54,521 166,447 143,978 
Accessories and other34,281 34,590 102,170 103,252 
615,495 631,610 1,878,556 1,903,038 
Canada Retail segment:
Women's footwear41,139 39,031 114,232 110,079 
Men's footwear20,866 18,526 54,219 51,272 
Kids' footwear17,874 15,145 36,411 30,778 
Accessories and other3,625 2,908 8,951 7,702 
83,504 75,610 213,813 199,831 
Brand Portfolio segment:
Wholesale96,166 74,099 265,428 219,592 
Direct-to consumer13,877 17,204 41,696 43,604 
Commission income and other1,449 2,754 4,491 8,061 
111,492 94,057 311,615 271,257 
Total segment net sales810,491 801,277 2,403,984 2,374,126 
Elimination of intersegment sales(33,297)(14,948)(108,294)(53,498)
Total net sales$777,194 $786,329 $2,295,690 $2,320,628 
Contract with Customer, Asset and Liability The following table presents the changes and total balances for gift cards and loyalty programs:
Three months ended Nine months ended
(in thousands)November 2, 2024October 28, 2023November 2, 2024October 28, 2023
Gift cards:
Beginning of period$25,345 $28,234 $31,662 $35,121 
Gift cards redeemed and breakage recognized to net sales(11,740)(12,764)(43,768)(45,601)
Gift cards issued10,074 10,759 35,785 36,709 
End of period$23,679 $26,229 $23,679 $26,229 
Loyalty programs:
Beginning of period$14,554 $16,762 $15,971 $16,900 
Loyalty certificates redeemed and expired and other adjustments recognized to net sales(6,735)(7,434)(23,029)(22,861)
Deferred revenue for loyalty points issued7,466 7,923 22,343 23,212 
End of period$15,285 $17,251 $15,285 $17,251 
v3.24.3
Earnings Per Share (Tables)
9 Months Ended
Nov. 02, 2024
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share Reconciliation
The following is a reconciliation between basic and diluted weighted average shares outstanding, as used in the calculation of earnings per share attributable to Designer Brands Inc.:
Three months ended Nine months ended
(in thousands)
November 2, 2024October 28, 2023November 2, 2024October 28, 2023
Weighted average basic shares outstanding
52,083 58,633 55,570 62,860 
Dilutive effect of stock-based compensation awards
1,403 2,772 1,546 2,432 
Weighted average diluted shares outstanding
53,486 61,405 57,116 65,292 
v3.24.3
Stock-based Compensation (Tables)
9 Months Ended
Nov. 02, 2024
Share-Based Payment Arrangement [Abstract]  
Restricted Stock Unit Activity
The following table summarizes the stock-based compensation award share activity for RSUs for the nine months ended November 2, 2024:
(in thousands) Shares of Time-Based RSUsShares of Performance-Based RSUs
Outstanding - beginning of period4,3831,236 
Granted1,943 744 
Vested(892)(284)
Forfeited(559)(692)
Outstanding - end of period4,875 1,004 
v3.24.3
Shareholders' Equity (Tables)
9 Months Ended
Nov. 02, 2024
Shareholders' Equity [Abstract]  
Schedule of Stock by Class
The following table provides additional information for our common shares:
(in thousands)November 2, 2024February 3, 2024October 28, 2023
Class AClass BClass AClass BClass AClass B
Authorized shares250,000 100,000 250,000 100,000 250,000 100,000 
Issued shares93,042 7,733 92,051 7,733 91,613 7,733 
Outstanding shares40,140 7,733 49,491 7,733 49,053 7,733 
Treasury shares52,902  42,560 — 42,560 — 
v3.24.3
Receivables (Tables)
9 Months Ended
Nov. 02, 2024
Receivables [Abstract]  
Schedule of Accounts, Notes, Loans and Financing Receivable
Receivables, net, consisted of the following:
(in thousands)November 2, 2024February 3, 2024October 28, 2023
Customer accounts receivables:
Receivables with payment guarantee by third-party provider$47,032 $18,615 $39,858 
Receivables without payment guarantee9,664 7,890 8,517 
Income tax receivable 44,476 43,024 
Other receivables14,300 13,093 15,879 
Total receivables70,996 84,074 107,278 
Allowance for doubtful accounts(426)(484)(362)
$70,570 $83,590 $106,916 
v3.24.3
Accrued Expenses (Tables)
9 Months Ended
Nov. 02, 2024
Payables and Accruals [Abstract]  
Accrued Expenses
Accrued expenses consisted of the following:
(in thousands)November 2, 2024February 3, 2024October 28, 2023
Gift cards$23,679 $31,662 $26,229 
Accrued compensation and related expenses28,368 19,342 22,863 
Accrued taxes24,144 23,134 30,035 
Loyalty programs deferred revenue15,285 15,971 17,251 
Customer returns and allowances20,990 19,569 22,860 
Other55,135 49,944 64,145 
$167,601 $159,622 $183,383 
v3.24.3
Debt (Tables)
9 Months Ended
Nov. 02, 2024
Debt Disclosure [Abstract]  
Schedule of Debt
Debt consisted of the following:
(in thousands)November 2, 2024February 3, 2024October 28, 2023
ABL Revolver$414,109 $301,070 $330,571 
Term Loan128,063 133,125 50,000 
Total debt542,172 434,195 380,571 
Less unamortized Term Loan debt issuance costs(5,871)(7,101)(5,106)
Less current maturities of long-term debt(6,750)(6,750)(2,500)
Long-term debt$529,551 $420,344 $372,965 
v3.24.3
Segment Reporting (Tables)
9 Months Ended
Nov. 02, 2024
Segment Reporting [Abstract]  
Segment Information
The following table provides certain financial data by segment reconciled to the condensed consolidated financial statements:
(in thousands)U.S. RetailCanada RetailBrand PortfolioEliminationsConsolidated
Three months ended November 2, 2024
Net sales:
External customer sales$615,495 $83,504 $78,195 $ $777,194 
Intersegment sales  33,297 (33,297) 
Total net sales$615,495 $83,504 $111,492 $(33,297)$777,194 
Gross profit$187,790 $27,405 $31,313 $937 $247,445 
Income from equity investments$ $ $3,584 $ $3,584 
Three months ended October 28, 2023
Net sales:
External customer sales$631,610 $75,610 $79,109 $— $786,329 
Intersegment sales— — 14,948 (14,948)— 
Total net sales$631,610 $75,610 $94,057 $(14,948)$786,329 
Gross profit$200,268 $26,606 $28,654 $878 $256,406 
Income from equity investments$— $— $2,503 $— $2,503 
(in thousands)U.S. RetailCanada RetailBrand PortfolioEliminationsConsolidated
Nine months ended November 2, 2024
Net sales:
External customer sales$1,878,556 $213,813 $203,321 $ $2,295,690 
Intersegment sales  108,294 (108,294) 
Total net sales$1,878,556 $213,813 $311,615 $(108,294)$2,295,690 
Gross profit$592,306 $70,097 $91,425 $(8,400)$745,428 
Income from equity investments$ $ $9,019 $ $9,019 
Nine months ended October 28, 2023
Net sales:
External customer sales$1,903,038 $199,831 $217,759 $— $2,320,628 
Intersegment sales— — 53,498 (53,498)— 
Total net sales$1,903,038 $199,831 $271,257 $(53,498)$2,320,628 
Gross profit$622,850 $67,591 $75,037 $2,054 $767,532 
Income from equity investments$— $— $6,972 $— $6,972 
v3.24.3
Description of Business and Significant Accounting Policies - Narrative (Details)
$ in Millions
3 Months Ended 9 Months Ended
Nov. 02, 2024
USD ($)
Oct. 28, 2023
USD ($)
Nov. 02, 2024
USD ($)
segment
Oct. 28, 2023
USD ($)
Feb. 03, 2024
USD ($)
Jul. 31, 2022
Entity Information [Line Items]            
Number of reportable segments | segment     3      
Restructuring charges incurred $ 0.0 $ 1.1 $ 0.0 $ 4.0    
Severance costs 1.2 1.9 5.5 4.3    
Severance liability $ 2.0 $ 4.3 $ 2.0 4.3 $ 3.9  
Impairment charges, long-lived assets       $ (0.6)    
Effective tax rate (20.20%) 46.80% (7.90%) 31.80%    
Vacated Leased Corporate Office            
Entity Information [Line Items]            
Impairment charges, long-lived assets $ (9.2)   $ (9.2)      
Canada | Retail Store            
Entity Information [Line Items]            
Impairment charges, long-lived assets (1.0)   (1.0)      
United States | Retail Store            
Entity Information [Line Items]            
Impairment charges, long-lived assets $ (0.6)   $ (0.6)      
Le Tigre            
Entity Information [Line Items]            
Ownership percentage 33.30%   33.30%     33.30%
Impairment charge, equity investment     $ 7.0      
Designer Brands Inc. | ABG-Camuto, LLC            
Entity Information [Line Items]            
Noncontrolling interest, ownership percentage by parent 40.00%   40.00%      
v3.24.3
Acquisitions - Narrative (Details) - USD ($)
$ in Thousands
12 Months Ended
Nov. 02, 2024
Aug. 03, 2024
Apr. 08, 2024
Feb. 04, 2023
Feb. 03, 2024
Keds          
Business Acquisition [Line Items]          
Indefinite lived intangible assets       $ 46,900  
Finite lived intangible assets       $ 6,600  
Cash consideration         $ 127,304
Keds | Customer relationships          
Business Acquisition [Line Items]          
Intangible assets useful life       10 years  
Rubino          
Business Acquisition [Line Items]          
Cash consideration $ 16,144 $ 16,100 $ 16,674    
Contingent consideration $ 0   $ 1,472    
v3.24.3
Acquisitions - Allocation of Consideration (Details) - USD ($)
$ in Thousands
7 Months Ended 12 Months Ended
Nov. 02, 2024
Aug. 03, 2024
Apr. 08, 2024
Nov. 02, 2024
Feb. 03, 2024
Oct. 28, 2023
Fair value of assets and liabilities acquired:            
Goodwill $ 130,649     $ 130,649 $ 123,759 $ 123,759
Keds            
Business Acquisition [Line Items]            
Cash consideration         127,304  
Due from Seller for estimated contingent consideration         (8,899)  
Total consideration transferred         118,405  
Fair value of assets and liabilities acquired:            
Inventories         42,516  
Goodwill         25,776  
Intangible assets         53,500  
Accounts payable         (3,387)  
Fair value of assets and liabilities acquired         $ 118,405  
Rubino            
Business Acquisition [Line Items]            
Cash consideration 16,144 $ 16,100 $ 16,674      
Contingent consideration 0   1,472      
Total consideration transferred 16,144   18,146      
Fair value of assets and liabilities acquired:            
Inventories 7,245   6,967 7,245    
Operating lease assets 9,334   9,334 9,334    
Goodwill 7,067   9,972 7,067    
Intangible assets 5,116   3,166 5,116    
Other assets 2,443   2,273 2,443    
Accounts payable and other current liabilities (5,727)   (4,232) (5,727)    
Operating lease liabilities (9,334)   (9,334) (9,334)    
Fair value of assets and liabilities acquired $ 16,144   $ 18,146 16,144    
Measurement Period Adjustments            
Cash consideration       (530)    
Contingent consideration       (1,472)    
Inventories       278    
Goodwill       (2,905)    
Intangible assets       1,950    
Other assets       170    
Accounts payable and other current liabilities       (1,495)    
Total Measurement Period Adjustments       $ (2,002)    
v3.24.3
Revenue - by Brand Categories (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Disaggregation of Revenue [Line Items]        
Total net sales $ 777,194 $ 786,329 $ 2,295,690 $ 2,320,628
Eliminations        
Disaggregation of Revenue [Line Items]        
Total net sales (33,297) (14,948) (108,294) (53,498)
U.S. Retail | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 615,495 631,610 1,878,556 1,903,038
Canada Retail | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 83,504 75,610 213,813 199,831
Brand Portfolio | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 111,492 94,057 311,615 271,257
Owned Brands        
Disaggregation of Revenue [Line Items]        
Total net sales 195,071 216,106 542,161 611,634
Owned Brands | Eliminations        
Disaggregation of Revenue [Line Items]        
Total net sales (33,297) (14,948) (108,294) (53,498)
Owned Brands | U.S. Retail | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 105,094 123,973 308,148 362,931
Owned Brands | Canada Retail | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 11,782 13,024 30,692 30,944
Owned Brands | Brand Portfolio | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 111,492 94,057 311,615 271,257
Owned Brands | Direct-to-consumer        
Disaggregation of Revenue [Line Items]        
Total net sales 130,753 154,201 380,536 437,479
Owned Brands | Direct-to-consumer | U.S. Retail | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 105,094 123,973 308,148 362,931
Owned Brands | Direct-to-consumer | Canada Retail | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 11,782 13,024 30,692 30,944
Owned Brands | Direct-to-consumer | Brand Portfolio | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 13,877 17,204 41,696 43,604
Owned Brands | External customer wholesale and commission income        
Disaggregation of Revenue [Line Items]        
Total net sales 64,318 61,905 161,625 174,155
Owned Brands | External customer wholesale and commission income | U.S. Retail | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 0 0 0 0
Owned Brands | External customer wholesale and commission income | Canada Retail | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 0 0 0 0
Owned Brands | External customer wholesale and commission income | Brand Portfolio | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 64,318 61,905 161,625 174,155
Owned Brands | Intersegment wholesale and commission income | Eliminations        
Disaggregation of Revenue [Line Items]        
Total net sales (33,297) (14,948) (108,294) (53,498)
Owned Brands | Intersegment wholesale and commission income | Brand Portfolio | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 33,297 14,948 108,294 53,498
National Brands        
Disaggregation of Revenue [Line Items]        
Total net sales 582,123 570,223 1,753,529 1,708,994
National Brands | U.S. Retail | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 510,401 507,637 1,570,408 1,540,107
National Brands | Canada Retail | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 71,722 62,586 183,121 168,887
National Brands | Brand Portfolio | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales $ 0 $ 0 $ 0 $ 0
v3.24.3
Revenue - Disaggregation of Net Sales (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Disaggregation of Revenue [Line Items]        
Total net sales $ 777,194 $ 786,329 $ 2,295,690 $ 2,320,628
Eliminations        
Disaggregation of Revenue [Line Items]        
Total net sales (33,297) (14,948) (108,294) (53,498)
Product        
Disaggregation of Revenue [Line Items]        
Total net sales 777,194 786,329 2,295,690 2,320,628
Product | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 810,491 801,277 2,403,984 2,374,126
U.S. Retail Segment | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 615,495 631,610 1,878,556 1,903,038
U.S. Retail Segment | Women's footwear | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 390,519 406,044 1,202,177 1,236,800
U.S. Retail Segment | Men's footwear | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 130,006 136,455 407,762 419,008
U.S. Retail Segment | Kids' footwear | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 60,689 54,521 166,447 143,978
U.S. Retail Segment | Accessories and other | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 34,281 34,590 102,170 103,252
Canada Retail | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 83,504 75,610 213,813 199,831
Canada Retail | Women's footwear | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 41,139 39,031 114,232 110,079
Canada Retail | Men's footwear | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 20,866 18,526 54,219 51,272
Canada Retail | Kids' footwear | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 17,874 15,145 36,411 30,778
Canada Retail | Accessories and other | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 3,625 2,908 8,951 7,702
Canada Retail | Product | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 83,504 75,610 213,813 199,831
Brand Portfolio | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 111,492 94,057 311,615 271,257
Brand Portfolio | Eliminations        
Disaggregation of Revenue [Line Items]        
Total net sales 33,297 14,948 108,294 53,498
Brand Portfolio | Wholesale | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 96,166 74,099 265,428 219,592
Brand Portfolio | Commission income | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 13,877 17,204 4,491 8,061
Brand Portfolio | Direct-to-consumer | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales 1,449 2,754 41,696 43,604
Brand Portfolio | Product | Segments        
Disaggregation of Revenue [Line Items]        
Total net sales $ 78,195 $ 79,109 $ 203,321 $ 217,759
v3.24.3
Revenue - Deferred Revenue Liabilities (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Contract With Customer Liability [Roll Forward]        
Gift cards and merchandise credits, beginning balance $ 25,345 $ 28,234 $ 31,662 $ 35,121
Gift cards and merchandise credits, ending balance 23,679 26,229 23,679 26,229
Loyalty programs deferred revenue, beginning balance 14,554 16,762 15,971 16,900
Loyalty programs deferred revenue, ending balance 15,285 17,251 15,285 17,251
Loyalty certificates redeemed and expired and other adjustments recognized to net sales        
Contract With Customer Liability [Roll Forward]        
Increase (decrease) in contract with customer, liability (6,735) (7,434) (23,029) (22,861)
Deferred revenue for loyalty points issued        
Contract With Customer Liability [Roll Forward]        
Increase (decrease) in contract with customer, liability 7,466 7,923 22,343 23,212
Gift cards redeemed and breakage recognized to net sales        
Contract With Customer Liability [Roll Forward]        
Increase (decrease) in contract with customer, liability (11,740) (12,764) (43,768) (45,601)
Gift cards issued        
Contract With Customer Liability [Roll Forward]        
Increase (decrease) in contract with customer, liability $ 10,074 $ 10,759 $ 35,785 $ 36,709
v3.24.3
Related Party Transactions (Details) - USD ($)
$ in Thousands, shares in Millions
3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Feb. 03, 2024
Jul. 31, 2022
Related Party Transaction [Line Items]            
Outstanding common shares owned (in hundredths) 31.00%   31.00%      
Combined voting power of outstanding common shares (in hundredths) 67.00%   67.00%      
Current operating lease liabilities $ 155,220 $ 182,259 $ 155,220 $ 182,259 $ 166,531  
Non-current operating lease liabilities 644,303 669,494 644,303 669,494 646,161  
Related Party            
Related Party Transaction [Line Items]            
Current operating lease liabilities 4,000 4,600 4,000 4,600 5,600  
Non-current operating lease liabilities 17,700 17,700 17,700 17,700 $ 18,500  
Related Party            
Related Party Transaction [Line Items]            
Lease expense $ 1,800 2,000 $ 5,400 6,000    
Class A Common Shares            
Related Party Transaction [Line Items]            
Number of common shares owned by related party (in shares) 7.0   7.0      
Class B Common Shares            
Related Party Transaction [Line Items]            
Number of common shares owned by related party (in shares) 7.7   7.7      
Affiliated Entity            
Related Party Transaction [Line Items]            
Royalty expense $ 4,800 $ 4,500 $ 14,400 $ 13,600    
Affiliated Entity | Schottenstein Affiliates            
Related Party Transaction [Line Items]            
Other purchases and services $ 800   $ 2,000      
Le Tigre            
Related Party Transaction [Line Items]            
Ownership percentage 33.30%   33.30%     33.30%
Designer Brands Inc. | ABG-Camuto, LLC            
Related Party Transaction [Line Items]            
Noncontrolling interest, ownership percentage by parent 40.00%   40.00%      
v3.24.3
Earnings Per Share (Details) - shares
shares in Thousands
3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Earnings Per Share [Abstract]        
Basic shares 52,083 58,633 55,570 62,860
Weighted average basic shares outstanding 1,403 2,772 1,546 2,432
Diluted shares 53,486 61,405 57,116 65,292
v3.24.3
Earnings Per Share - Anti-Dilutive Securities (Details) - shares
shares in Millions
3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Earnings Per Share [Abstract]        
Antidilutive securities excluded from computation of earnings per share, amount (in shares) 4.0 2.4 3.6 3.3
v3.24.3
Stock-based Compensation - Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Restricted Stock Units (RSUs)        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense $ 3,600 $ 6,100 $ 15,000 $ 25,200
v3.24.3
Stock-based Compensation - Restricted Stock Units (Details)
shares in Thousands
9 Months Ended
Nov. 02, 2024
shares
Time-Based Restricted Stock Units  
Equity instruments other than options [Roll forward]  
Outstanding, beginning of period (in units) 4,383
Granted (in units) 1,943
Vested (in units) (892)
Forfeited (in units) (559)
Outstanding, end of period (in units) 4,875
Performance Shares  
Equity instruments other than options [Roll forward]  
Outstanding, beginning of period (in units) 1,236
Granted (in units) 744
Vested (in units) (284)
Forfeited (in units) (692)
Outstanding, end of period (in units) 1,004
v3.24.3
Shareholders' Equity (Details)
$ in Millions
3 Months Ended 9 Months Ended
Feb. 01, 2025
$ / shares
Nov. 02, 2024
USD ($)
$ / shares
shares
Feb. 03, 2024
shares
Oct. 28, 2023
shares
Aug. 17, 2017
USD ($)
Class of Stock [Line Items]          
Preferred Stock, Shares Authorized   100,000,000      
Preferred Stock, Par or Stated Value Per Share | $ / shares   $ 0      
Preferred Stock, Shares Issued   0      
Class A Common Shares          
Class of Stock [Line Items]          
Common Stock, Voting Rights, Number Of Votes | $ / shares   1      
Common Stock, Shares Authorized   250,000,000 250,000,000 250,000,000  
Common Stock, Shares, Issued   93,042,000 92,051,000 91,613,000  
Common Shares, outstanding (in shares)   40,140,000 49,491,000 49,053,000  
Treasury Stock, Common, Shares   52,902,000 42,560,000 42,560,000  
Authorized repurchase amount | $         $ 500.0
Remaining authorized repurchase amount | $   $ 19.7     $ 33.5
Repurchase of Class A common shares (in shares)   10,300,000      
Repurchase of Class A common shares | $   $ 68.6      
Class A Common Shares | Subsequent Event          
Class of Stock [Line Items]          
Dividend declared (in dollars per share) | $ / shares $ 0.05        
Class B Common Shares          
Class of Stock [Line Items]          
Common Stock, Voting Rights, Number Of Votes | $ / shares   8      
Common Stock, Shares Authorized   100,000,000 100,000,000 100,000,000  
Common Stock, Shares, Issued   7,733,000 7,733,000 7,733,000  
Common Shares, outstanding (in shares)   7,733,000 7,733,000 7,733,000  
Treasury Stock, Common, Shares   0 0 0  
Class B Common Shares | Subsequent Event          
Class of Stock [Line Items]          
Dividend declared (in dollars per share) | $ / shares $ 0.05        
v3.24.3
Receivables (Details) - USD ($)
$ in Thousands
Nov. 02, 2024
Feb. 03, 2024
Oct. 28, 2023
Receivables [Abstract]      
Receivables with payment guarantee by third-party provider $ 47,032 $ 18,615 $ 39,858
Receivables without payment guarantee 9,664 7,890 8,517
Income tax receivable 0 44,476 43,024
Other receivables 14,300 13,093 15,879
Total receivables 70,996 84,074 107,278
Allowance for doubtful accounts (426) (484) (362)
Receivables, net $ 70,570 $ 83,590 $ 106,916
v3.24.3
Accrued Expenses (Details) - USD ($)
$ in Thousands
Nov. 02, 2024
Aug. 03, 2024
Feb. 03, 2024
Oct. 28, 2023
Jul. 29, 2023
Jan. 28, 2023
Payables and Accruals [Abstract]            
Gift cards $ 23,679 $ 25,345 $ 31,662 $ 26,229 $ 28,234 $ 35,121
Accrued compensation and related expenses 28,368   19,342 22,863    
Accrued taxes 24,144   23,134 30,035    
Loyalty programs deferred revenue 15,285 $ 14,554 15,971 17,251 $ 16,762 $ 16,900
Customer returns and allowances 20,990   19,569 22,860    
Other 55,135   49,944 64,145    
Total accrued expenses $ 167,601   $ 159,622 $ 183,383    
v3.24.3
Debt - Schedule of Debt (Details) - USD ($)
$ in Thousands
Nov. 02, 2024
Feb. 03, 2024
Oct. 28, 2023
Debt Instrument [Line Items]      
Total debt $ 542,172 $ 434,195 $ 380,571
Less unamortized Term Loan debt issuance costs (5,871) (7,101) (5,106)
Less current maturities of long-term debt (6,750) (6,750) (2,500)
Long-term debt 529,551 420,344 372,965
Line of Credit | Revolving Credit Facility and Swing Loan | ABL Revolver      
Debt Instrument [Line Items]      
Total debt 414,109 301,070 330,571
Term Loan | Term Loan      
Debt Instrument [Line Items]      
Total debt $ 128,063 $ 133,125 $ 50,000
v3.24.3
Debt - Narrative (Details)
$ in Thousands
9 Months Ended
Jun. 23, 2023
USD ($)
Nov. 02, 2024
USD ($)
Feb. 03, 2024
USD ($)
Oct. 28, 2023
USD ($)
Feb. 28, 2023
USD ($)
Debt Instrument [Line Items]          
Total debt   $ 542,172 $ 434,195 $ 380,571  
Term Loan | Term Loan          
Debt Instrument [Line Items]          
Debt face amount $ 135,000        
Total debt   $ 128,063 $ 133,125 $ 50,000  
Debt term 5 years        
Interest rate 11.70%        
Effective interest rate 13.00%        
Interest Rate Scenario One | Term Loan | Term Loan          
Debt Instrument [Line Items]          
Interest rate floor 2.00%        
Interest Rate Scenario Two | Term Loan | Term Loan          
Debt Instrument [Line Items]          
Interest rate base 6.00%        
Secured Overnight Financing Rate (SOFR) | Interest Rate Scenario One | Term Loan | Term Loan          
Debt Instrument [Line Items]          
Spread on variable interest rate 7.00%        
Secured Overnight Financing Rate (SOFR) | Interest Rate Scenario Two | Term Loan | Term Loan          
Debt Instrument [Line Items]          
Spread on variable interest rate 1.00%        
Base Rate | Interest Rate Scenario Two | Term Loan | Term Loan          
Debt Instrument [Line Items]          
Spread on variable interest rate 2.00%        
Overnight Bank Funding Rate | Interest Rate Scenario Two | Term Loan | Term Loan          
Debt Instrument [Line Items]          
Spread on variable interest rate 0.50%        
Revolving Credit Facility          
Debt Instrument [Line Items]          
Fixed charge coverage ratio   1      
Revolving Credit Facility | ABL Revolver | Line of Credit          
Debt Instrument [Line Items]          
Credit Facility, maximum capacity         $ 600,000
Current borrowing base   $ 506,800      
Total debt   384,100      
Letters of credit   4,400      
Availability for borrowings   $ 118,300      
Spread on variable interest rate   6.90%      
Availability covenant, minimum amount   $ 47,300      
Availability covenant, minimum percentage   10.00%      
Liquidity covenant   $ 100,000      
Liquidity covenant, term   45 days      
Revolving Credit Facility | ABL Revolver | Line of Credit | Debt Covenant Period One          
Debt Instrument [Line Items]          
Consolidated net leverage ratio   2.25      
Revolving Credit Facility | ABL Revolver | Line of Credit | Debt Covenant Period Two          
Debt Instrument [Line Items]          
Consolidated net leverage ratio   2.50      
Revolving Credit Facility | Federal Funds Rate | ABL Revolver | Line of Credit          
Debt Instrument [Line Items]          
Spread on variable interest rate   0.50%      
Revolving Credit Facility | Federal Funds Rate | Interest Rate Floor | ABL Revolver | Line of Credit          
Debt Instrument [Line Items]          
Spread on variable interest rate   0.00%      
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | ABL Revolver | Line of Credit          
Debt Instrument [Line Items]          
Spread on variable interest rate   1.00%      
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | Interest Rate Floor | ABL Revolver | Line of Credit          
Debt Instrument [Line Items]          
Spread on variable interest rate   0.00%      
Revolving Credit Facility | Foreign | ABL Revolver | Line of Credit          
Debt Instrument [Line Items]          
Credit Facility, maximum capacity         60,000
Letter of Credit | ABL Revolver | Line of Credit          
Debt Instrument [Line Items]          
Credit Facility, maximum capacity         75,000
Domestic Line of Credit | Term Loan | Term Loan          
Debt Instrument [Line Items]          
Debt face amount $ 121,500        
Domestic Line of Credit | United States | ABL Revolver | Line of Credit          
Debt Instrument [Line Items]          
Credit Facility, maximum capacity         60,000
Foreign Line of Credit | Term Loan | Term Loan          
Debt Instrument [Line Items]          
Debt face amount $ 13,500        
Foreign Line of Credit | Non-US | ABL Revolver | Line of Credit          
Debt Instrument [Line Items]          
Credit Facility, maximum capacity         6,000
Term Loan | ABL Revolver | Line of Credit          
Debt Instrument [Line Items]          
Debt face amount         $ 30,000
Term Loan | Federal Funds Rate | Interest Rate Scenario One | ABL Revolver | Line of Credit          
Debt Instrument [Line Items]          
Spread on variable interest rate   0.50%      
Term Loan | Secured Overnight Financing Rate (SOFR) | Interest Rate Scenario One | ABL Revolver | Line of Credit          
Debt Instrument [Line Items]          
Spread on variable interest rate   1.00%      
Additional spread on variable interest rate   2.50%      
Term Loan | Secured Overnight Financing Rate (SOFR) | Interest Rate Scenario Two | ABL Revolver | Line of Credit          
Debt Instrument [Line Items]          
Spread on variable interest rate   3.50%      
v3.24.3
Commitments and Contingencies (Details)
$ in Millions
Nov. 02, 2024
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
Future payments for guarantees $ 3.2
v3.24.3
Segment Reporting (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Segment information [Abstract]        
Net sales $ 777,194 $ 786,329 $ 2,295,690 $ 2,320,628
Gross profit 247,445 256,406 745,428 767,532
Income from equity investments 3,584 2,503 9,019 6,972
Product        
Segment information [Abstract]        
Net sales 777,194 786,329 2,295,690 2,320,628
Segments | U.S. Retail        
Segment information [Abstract]        
Net sales 615,495 631,610 1,878,556 1,903,038
Gross profit 187,790 200,268 592,306 622,850
Income from equity investments 0 0 0 0
Segments | Canada Retail        
Segment information [Abstract]        
Net sales 83,504 75,610 213,813 199,831
Gross profit 27,405 26,606 70,097 67,591
Income from equity investments 0 0 0 0
Segments | Brand Portfolio        
Segment information [Abstract]        
Net sales 111,492 94,057 311,615 271,257
Gross profit 31,313 28,654 91,425 75,037
Income from equity investments 3,584 2,503 9,019 6,972
Segments | Product        
Segment information [Abstract]        
Net sales 810,491 801,277 2,403,984 2,374,126
Segments | Product | U.S. Retail        
Segment information [Abstract]        
Net sales 615,495 631,610 1,878,556 1,903,038
Segments | Product | Canada Retail        
Segment information [Abstract]        
Net sales 83,504 75,610 213,813 199,831
Segments | Product | Brand Portfolio        
Segment information [Abstract]        
Net sales 78,195 79,109 203,321 217,759
Eliminations        
Segment information [Abstract]        
Net sales (33,297) (14,948) (108,294) (53,498)
Gross profit 937 878 (8,400) 2,054
Eliminations | Brand Portfolio        
Segment information [Abstract]        
Net sales $ 33,297 $ 14,948 $ 108,294 $ 53,498

Designer Brands (NYSE:DBI)
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