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 October 29, 2022

or

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from						to

Commission file number 1-32545

DESIGNER BRANDS INC.
(Exact name of registrant as specified in its charter)

Ohio

31-0746639

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

810 DSW Drive,

Columbus,

Ohio

43219

(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 class			Trading Symbol			Name of each exchange on which registered
Class A Common Shares, without par value			DBI			New 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 filer			☑			Accelerated filer			☐
Non-accelerated filer			☐			Smaller 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 November 23, 2022: 55,899,696 Class A common shares and 7,732,743 Class B common shares.

---

    

    

    

DESIGNER BRANDS INC.

TABLE OF CONTENTS

PART I
Item 1			Financial Statements			1
			Condensed Consolidated Statements of Operations			1
			Condensed Consolidated Statements of Comprehensive Income			2
			Condensed Consolidated Balance Sheets			3
			Condensed Consolidated Statements of Shareholders' Equity			4
			Condensed Consolidated Statements of Cash Flows			5
			Notes to the Condensed Consolidated Financial Statements			6
Item 2			Management's Discussion and Analysis of Financial Condition and Results of Operations			17
Item 3			Quantitative and Qualitative Disclosures About Market Risk			25
Item 4			Controls and Procedures			25
PART II
Item 1			Legal Proceedings			25
Item 1A			Risk Factors			25
Item 2			Unregistered Sales of Equity Securities and Use of Proceeds			26
Item 3			Defaults Upon Senior Securities			26
Item 4			Mine Safety Disclosures			26
Item 5			Other Information			26
Item 6			Exhibits			27
			SIGNATURES			28

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 October 29, 2022 (this "Form 10-Q") mean Designer Brands Inc. and its subsidiaries.

We have included 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.

---

Table of Contents     

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 these 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, under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended January 29, 2022 (the "2021 Form 10-K"), filed with the Securities and Exchange Commission (the "SEC") on March 21, 2022, 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:

•risks and uncertainties related to the ongoing coronavirus ("COVID-19") pandemic, any future COVID-19 resurgence, and any other adverse public health developments;

•risks that recent inflationary pressures, including higher freight costs, could have on our results of operations and customer demand based on pricing actions and operating measures taken to mitigate the impact of inflation;

•uncertain general economic conditions, including inflation and supply chain pressures, domestic and global political and social conditions and the potential impact of geopolitical turmoil or conflict, and the related impacts to consumer discretionary spending;

•our ability to execute on our long-term strategic plans;

•our ability to anticipate and respond to fashion trends, consumer preferences and changing customer expectations;

•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 fulfillment center and stores, whether as a result of the COVID-19 pandemic, reliance on third-party providers, or otherwise;

•our reliance on our loyalty programs and marketing to drive traffic, sales, and customer loyalty;

•risks related to cyber security threats and privacy or data security breaches or the potential loss or disruption of our information systems;

•our ability to protect our reputation and to maintain the brands we license;

•our competitiveness with respect to style, price, brand availability, and customer service;

•risks related to our international operations, including international trade, our reliance on foreign sources for merchandise, exposure to political, economic, operational, compliance and other risks, and fluctuations in foreign currency exchange rates;

•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.

---

Table of Contents     

PART I    

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited and in thousands, except per share amounts)			Three months ended												Nine months ended
			October 29, 2022						October 30, 2021						October 29, 2022						October 30, 2021
Net sales			$	865,020					$	853,467					$	2,554,882					$	2,373,957
Cost of sales			(579,201)						(539,850)						(1,697,648)						(1,559,548)
Gross profit			285,819						313,617						857,234						814,409
Operating expenses			(222,232)						(211,909)						(674,348)						(637,108)
Income from equity investments			2,290						2,600						6,670						6,598
Impairment charges			(1,349)						—						(4,237)						(1,174)
Operating profit			64,528						104,308						185,319						182,725
Interest expense, net			(4,826)						(7,706)						(10,530)						(24,592)
Loss on extinguishment of debt and write-off of debt issuance costs			—						—						(12,862)						—
Non-operating income (expenses), net			(152)						172						(109)						734
Income before income taxes			59,550						96,774						161,818						158,867
Income tax provision			(14,379)						(16,590)						(44,252)						(18,797)
Net income			$	45,171					$	80,184					$	117,566					$	140,070
Basic and diluted earnings per share:
Basic earnings per share			$	0.70					$	1.10					$	1.71					$	1.92
Diluted earnings per share			$	0.65					$	1.04					$	1.60					$	1.81
Weighted average shares used in per share calculations:
Basic shares			64,245						73,191						68,924						72,911
Diluted shares			69,140						77,135						73,287						77,216

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

1

---

Table of Contents     

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

			Three months ended												Nine months ended
(unaudited and in thousands)			October 29, 2022						October 30, 2021						October 29, 2022						October 30, 2021
Net income			$	45,171					$	80,184					$	117,566					$	140,070
Other comprehensive income (loss), net-
Foreign currency translation gain (loss)			(2,956)						302						(3,100)						547
Total comprehensive income			$	42,215					$	80,486					$	114,466					$	140,617

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

2

---

Table of Contents     

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)			October 29, 2022						January 29, 2022						October 30, 2021
ASSETS
Current Assets:
Cash and cash equivalents			$	62,507					$	72,691					$	83,069
Receivables, net			228,746						199,826						231,391
Inventories			681,843						586,429						602,101
Prepaid expenses and other current assets			53,950						55,270						53,756
Total current assets			1,027,046						914,216						970,317
Property and equipment, net			233,515						256,786						263,581
Operating lease assets			691,032						647,221						664,646
Goodwill			93,655						93,655						93,655
Intangible assets, net			19,273						15,527						16,005
Equity investments			64,246						55,578						56,623
Other assets			42,611						31,651						29,117
Total assets			$	2,171,378					$	2,014,634					$	2,093,944
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable			$	315,996					$	340,877					$	401,280
Accrued expenses			213,905						215,812						211,017
Current maturities of long-term debt			—						—						62,500
Current operating lease liabilities			187,619						202,228						206,065
Total current liabilities			717,520						758,917						880,862
Long-term debt			415,467						225,536						165,422
Non-current operating lease liabilities			628,820						593,429						622,273
Other non-current liabilities			26,059						24,356						31,726
Total liabilities			1,787,866						1,602,238						1,700,283
Commitments and contingencies
Shareholders' equity:
Common shares paid-in capital, no par value			1,012,794						1,005,382						1,000,180
Treasury shares, at cost			(662,614)						(515,065)						(515,065)
Retained earnings (deficit)			40,049						(74,304)						(88,715)
Accumulated other comprehensive loss			(6,717)						(3,617)						(2,739)
Total shareholders' equity			383,512						412,396						393,661
Total liabilities and shareholders' equity			$	2,171,378					$	2,014,634					$	2,093,944

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

3

---

Table of Contents     

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

			Number of shares																		Amounts
(unaudited and in thousands, except per share amounts)			Class A Common Shares						Class B Common Shares						Treasury Shares						Common Shares Paid in Capital						Treasury Shares						Retained Earnings (Deficit)						Accumulated Other Comprehensive Loss						Total
Three months ended October 29, 2022
Balance, July 30, 2022			56,803						7,733						31,594						$	1,010,181					$	(643,563)					$	(1,909)					$	(3,761)					$	360,948
Net income			—						—						—						—						—						45,171						—						45,171
Stock-based compensation activity			373						—						—						2,613						—						—						—						2,613
Repurchase of Class A common shares			(1,288)						—						1,288						—						(19,051)						—						—						(19,051)
Dividends ($0.05 per share)			—						—						—						—						—						(3,213)						—						(3,213)
Foreign currency translation adjustment			—						—						—						—						—						—						(2,956)						(2,956)
Balance, October 29, 2022			55,888						7,733						32,882						$	1,012,794					$	(662,614)					$	40,049					$	(6,717)					$	383,512
Three months ended October 30, 2021
Balance, July 31, 2021			65,236						7,733						22,169						$	998,117					$	(515,065)					$	(168,899)					$	(3,041)					$	311,112
Net income			—						—						—						—						—						80,184						—						80,184
Stock-based compensation activity			375						—						—						2,063						—						—						—						2,063
Foreign currency translation adjustment			—						—						—						—						—						—						302						302
Balance, October 30, 2021			65,611						7,733						22,169						$	1,000,180					$	(515,065)					$	(88,715)					$	(2,739)					$	393,661
Nine months ended October 29, 2022
Balance, January 29, 2022			65,624						7,733						22,169						$	1,005,382					$	(515,065)					$	(74,304)					$	(3,617)					$	412,396
Net income			—						—						—						—						—						117,566						—						117,566
Stock-based compensation activity			977						—						—						14,509						—						—						—						14,509
Repurchase of Class A common shares			(10,713)						—						10,713						—						(147,549)						—						—						(147,549)
Dividends ($0.15 per share)			—						—						—						(7,097)						—						(3,213)						—						(10,310)
Foreign currency translation adjustment			—						—						—						—						—						—						(3,100)						(3,100)
Balance, October 29, 2022			55,888						7,733						32,882						$	1,012,794					$	(662,614)					$	40,049					$	(6,717)					$	383,512
Nine months ended October 30, 2021
Balance, January 30, 2021			64,666						7,733						22,169						$	990,153					$	(515,065)					$	(228,785)					$	(3,286)					$	243,017
Net income			—						—						—						—						—						140,070						—						140,070
Stock-based compensation activity			945						—						—						10,027						—						—						—						10,027
Foreign currency translation adjustment			—						—						—						—						—						—						547						547
Balance, October 30, 2021			65,611						7,733						22,169						$	1,000,180					$	(515,065)					$	(88,715)					$	(2,739)					$	393,661

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

4

---

Table of Contents     

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

			Nine months ended
(unaudited and in thousands)			October 29, 2022						October 30, 2021
Cash flows from operating activities:
Net income			$	117,566					$	140,070
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			64,754						59,178
Stock-based compensation expense			22,327						18,646
Deferred income taxes			(260)						822
Income from equity investments			(6,670)						(6,598)
Distributions received from equity investments			6,230						8,573
Impairment charges			4,237						1,174
Loss on extinguishment of debt and write-off of debt issuance costs			12,862						—
Other			4,940						1,598
Change in operating assets and liabilities:
Accounts receivable			(25,043)						(18,121)
Income tax receivable			(2,979)						(17,110)
Inventories			(98,789)						(127,513)
Prepaid expenses and other current assets			(9,919)						(988)
Accounts payable			(24,389)						153,511
Accrued expenses			(1,221)						10,204
Operating lease assets and liabilities, net			(25,706)						(59,152)
Net cash provided by operating activities			37,940						164,294
Cash flows from investing activities:
Cash paid for property and equipment			(41,928)						(22,061)
Equity investment in Le Tigre			(8,228)						—
Other			(5,853)						—
Net cash used in investing activities			(56,009)						(22,061)
Cash flows from financing activities:
Borrowing on revolving lines of credit			1,490,199						349,653
Payments on revolving lines of credit			(1,074,733)						(449,653)
Payments for borrowings and prepayment premium under Term Loan			(238,196)						(9,376)
Payments of debt issuance costs			(2,316)						—
Cash paid for treasury shares			(147,549)						—
Dividends paid			(10,310)						—
Other			(7,849)						(8,487)
Net cash provided by (used in) financing activities			9,246						(117,863)
Effect of exchange rate changes on cash balances			(1,361)						664
Net increase (decrease) in cash, cash equivalents and restricted cash			(10,184)						25,034
Cash, cash equivalents and restricted cash, beginning of period			74,459						59,581
Cash, cash equivalents and restricted cash, end of period			$	64,275					$	84,615
Supplemental disclosures of cash flow information:
Cash paid for income taxes			$	43,027					$	13,228
Cash paid for interest on debt			$	10,355					$	19,339
Cash paid for operating lease liabilities			$	169,328					$	209,045
Non-cash investing and financing activities:
Property and equipment purchases not yet paid			$	6,011					$	3,250
Operating lease liabilities arising from lease asset additions			$	12,014					$	13,379
Net increase to operating lease assets and lease liabilities for modifications			$	164,453					$	72,698

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

5

---

Table of Contents     

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1			Description of Business and Significant Accounting Policies			7
Note 2			Revenue			9
Note 3			Related Party Transactions			12
Note 4			Earnings Per Share			12
Note 5			Stock-Based Compensation			13
Note 6			Shareholders' Equity			13
Note 7			Receivables			14
Note 8			Accrued Expenses			14
Note 9			Debt			15
Note 10			Commitments and Contingencies			15
Note 11			Segment Reporting			16

6

---

Table of Contents     

1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

Business Operations- Designer Brands Inc. ("we," "us," "our," and the "Company") 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 U.S. stores and e-commerce site. The Canada Retail segment operates The Shoe Company and DSW banners through its direct-to-consumer Canada stores and e-commerce sites. The Brand Portfolio segment earns revenue from the sale of wholesale products to retailers, commissions for serving retailers as the design and buying agent for products under private labels (which we refer to as "First Cost"), and the sale of branded products through the direct-to-consumer e-commerce site at www.vincecamuto.com. An integral part of the Brand Portfolio segment is our equity investment in ABG-Camuto, LLC ("ABG-Camuto"), which is a partnership between Camuto LLC, a wholly-owned subsidiary doing business as "Camuto Group," and Authentic Brands Group LLC, a global brand management and marketing company. Camuto Group has a 40% stake in ABG-Camuto, a joint venture that holds several intellectual property rights, including, among others, Vince Camuto and Louise et Cie, and focuses on licensing and developing new category extensions to support the global growth of these brands. Camuto Group has a licensing agreement with ABG-Camuto whereby we pay royalties on our net sales from the brands managed by ABG-Camuto, subject to guaranteed minimums. Camuto Group also holds footwear and certain handbag licensing rights of Jessica Simpson, Lucky Brand and, through a joint venture, JLO Jennifer Lopez.

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 at January 29, 2022 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 2021 Form 10-K.

Fiscal Year- Our fiscal year ends on the Saturday nearest to January 31. References to a fiscal year (e.g., "2022") 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 2022 and 2021), 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 2021 Form 10-K.

Principles of Consolidation- The condensed consolidated financial statements include the accounts of Designer Brands Inc. and its subsidiaries, including 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 sales returns allowances, customer allowances and discounts, gift card breakage income, deferred revenue associated with loyalty programs, valuation of inventories, depreciation and amortization, impairments of long-lived assets, intangibles and goodwill, lease accounting, income taxes, and self-insurance reserves. Although we believe 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.

7

---

Table of Contents     

Severance- During the nine months ended October 29, 2022 and October 30, 2021, we incurred severance costs of $1.2 million and $2.6 million, respectively. These costs are included in operating expenses in the condensed consolidated statements of operations. As of October 29, 2022, January 29, 2022, and October 30, 2021, we had accrued severance of $0.7 million, $1.9 million, and $2.5 million, respectively, included in accrued expenses on the condensed consolidated balance sheets.

Income Taxes- We continue to assess the likelihood of realizing the benefits of our deferred tax assets by evaluating historical and projected future operating results, the reversal of existing temporary differences, taxable income in permitted carry back years, and the availability of tax planning strategies. In evaluating future taxable income, significant weight is given to positive and negative evidence that is objectively verifiable. As a result of the losses incurred in 2020 due to the impacts of the COVID-19 pandemic, we were in a three-year cumulative loss position in the U.S. as of October 29, 2022, which was significant objective negative evidence in considering whether U.S. deferred tax assets are realizable. Such objective evidence limits the ability to consider other subjective evidence, such as the projection of future taxable income. As of October 29, 2022, a valuation allowance has been maintained as a reserve on substantially all of our net deferred tax assets due to the uncertainty of realization of our loss carry forwards and other deferred tax assets. Given the continued realization of income since 2020 and projected future income, sufficient positive evidence may become available for the release of all or a portion of the valuation allowance within the next twelve months. Such a release would result in a material non-cash income tax benefit in our consolidated statement of operations in the period of release and the recording of additional deferred tax assets on our consolidated balance sheet. However, the exact timing and amount of the valuation allowance releases are subject to change based on the level of profitability achieved in future periods.

On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which, among other things, implements a 15% minimum tax on book income of certain large corporations and a 1% excise tax on net stock repurchases. Based on our current analysis of the provisions, we do not believe this legislation will have a material impact on our consolidated financial statements.

For the nine months ended October 29, 2022 and October 30, 2021, our effective tax rate was 27.3% and 11.8%, respectively. The rate for the nine months ended October 29, 2022 was impacted by permanent tax adjustments, primarily non-deductible compensation. The rate for the nine months ended October 30, 2021 was the result of maintaining a full valuation allowance on deferred tax assets while also recording net discrete tax benefits, primarily as a result of adjustments to our estimated 2020 return reflecting implemented tax strategies.

Cash, Cash Equivalents, and Restricted Cash- Cash and cash equivalents represent cash, money market funds, and credit card receivables that generally settle within three days. Restricted cash represents cash that is restricted as to withdrawal or usage and consists of a mandatory cash deposit maintained for certain insurance policies and letters of credit.

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows:

(in thousands)			October 29, 2022						January 29, 2022						October 30, 2021
Cash and cash equivalents			$	62,507					$	72,691					$	83,069
Restricted cash, included in prepaid expenses and other current assets			1,768						1,768						1,546
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows			$	64,275					$	74,459					$	84,615

Equity Investment in Le Tigre- On July 1, 2022, we acquired a 33.3% interest in Le Tigre 360 Global LLC ("Le Tigre"), which manages the Le Tigre brand, for $8.2 million. We account for our investment in Le Tigre, where we exercise significant influence but do not have control, using the equity method. The difference between the purchase price of Le Tigre and our interest in Le Tigre's underlying net equity is comprised of a definite lived tradename intangible asset and equity method goodwill. Our share of net loss of Le Tigre and amortization of the intangible asset is included in income from equity investments on the consolidated statements of operations.

Intangible Assets- During the first quarter of 2022, we acquired the rights to the shoes.com tradename for $4.9 million, which was recorded as a definite lived tradename intangible asset with a useful life of 15 years.

8

---

Table of Contents     

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, restricted cash, receivables, and accounts payables approximated their fair values due to their short-term nature. The carrying value of borrowings under our revolving lines of credit approximated fair value based on its term and variable interest rate.

Impairment of Long-Lived Assets- During the three months ended October 29, 2022, we recorded impairment charges of $1.3 million with $0.4 million in the U.S. Retail segment related to an early store closure and $0.9 million in the Brand Portfolio segment resulting from the sublease of an abandoned leased space. During nine months ended October 29, 2022, we recorded impairment charges of $4.2 million, primarily in the Brand Portfolio segment resulting from subleases of abandoned leased spaces. During the nine months ended October 30, 2021, we recorded an impairment charge of $1.2 million in the U.S. Retail segment for abandoned equipment we replaced.

2. 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						Brand Portfolio						Eliminations						Consolidated
Three months ended October 29, 2022
Owned Brands:(1)
Direct-to-consumer			$	153,311					$	—					$	9,810					$	—					$	163,121
External customer wholesale and commission income			—						—						66,530						—						66,530
Intersegment wholesale and commission income			—						—						31,118						(31,118)						—
Total Owned Brands			153,311						—						107,458						(31,118)						229,651
National brands			553,080						—						—						—						553,080
Canada Retail(2)			—						82,289						—						—						82,289
Total net sales			$	706,391					$	82,289					$	107,458					$	(31,118)					$	865,020
Three months ended October 30, 2021
Owned Brands:(1)
Direct-to-consumer			$	114,702					$	—					$	7,726					$	—					$	122,428
External customer wholesale and commission income			—						—						61,341						—						61,341
Intersegment wholesale and commission income			—						—						34,852						(34,852)						—
Total Owned Brands			114,702						—						103,919						(34,852)						183,769
National brands			594,906						—						—						—						594,906
Canada Retail(2)			—						74,792						—						—						74,792
Total net sales			$	709,608					$	74,792					$	103,919					$	(34,852)					$	853,467

9

---

Table of Contents     

(in thousands)			U.S. Retail						Canada Retail						Brand Portfolio						Eliminations						Consolidated
Nine months ended October 29, 2022
Owned Brands:(1)
Direct-to-consumer			$	440,343					$	—					$	24,130					$	—					$	464,473
External customer wholesale and commission income			—						—						170,665						—						170,665
Intersegment wholesale and commission income			—						—						76,470						(76,470)						—
Total Owned Brands			440,343						—						271,265						(76,470)						635,138
National brands			1,702,856						—						—						—						1,702,856
Canada Retail(2)			—						216,888						—						—						216,888
Total net sales			$	2,143,199					$	216,888					$	271,265					$	(76,470)					$	2,554,882
Nine months ended October 30, 2021
Owned Brands:(1)
Direct-to-consumer			$	300,120					$	—					$	18,616					$	—					$	318,736
External customer wholesale and commission income			—						—						129,001						—						129,001
Intersegment wholesale and commission income			—						—						64,258						(64,258)						—
Total Owned Brands			300,120						—						211,875						(64,258)						447,737
National brands			1,753,239						—						—						—						1,753,239
Canada Retail(2)			—						172,981						—						—						172,981
Total net sales			$	2,053,359					$	172,981					$	211,875					$	(64,258)					$	2,373,957

(1)    Owned Brands refers to those brands we have rights to sell through ownership or license arrangements.

(2)    We currently do not report the Canada Retail segment net sales by brand categories.

10

---

Table of Contents     

Net Sales by Product and Service Categories- The following table presents net sales disaggregated by product and service

category for each segment:

			Three months ended												Nine months ended
(in thousands)			October 29, 2022						October 30, 2021						October 29, 2022						October 30, 2021
Net sales:
U.S. Retail segment:
Women's footwear			$	450,130					$	448,879					$	1,394,340					$	1,321,697
Men's footwear			151,106						154,523						461,035						454,688
Kids' footwear			65,638						69,159						171,742						178,003
Accessories and other			39,517						37,047						116,082						98,971
			706,391						709,608						2,143,199						2,053,359
Canada Retail segment:
Women's footwear			41,381						34,495						115,187						85,156
Men's footwear			20,334						17,963						56,224						43,296
Kids' footwear			17,291						19,607						36,700						38,674
Accessories and other			3,283						2,727						8,777						5,855
			82,289						74,792						216,888						172,981
Brand Portfolio segment:
Wholesale			95,837						90,558						237,748						181,916
First Cost commission income			1,811						5,635						9,387						11,343
Direct-to-consumer			9,810						7,726						24,130						18,616
			107,458						103,919						271,265						211,875
Total segment net sales			896,138						888,319						2,631,352						2,438,215
Elimination of intersegment sales			(31,118)						(34,852)						(76,470)						(64,258)
Total net sales			$	865,020					$	853,467					$	2,554,882					$	2,373,957

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 our loyalty programs:

			Three months ended												Nine months ended
(in thousands)			October 29, 2022						October 30, 2021						October 29, 2022						October 30, 2021
Gift cards:
Beginning of period			$	30,118					$	28,691					$	36,783					$	34,442
Gift cards redeemed and breakage recognized to net sales			(14,341)						(14,483)						(50,896)						(50,863)
Gift cards issued			12,312						12,966						42,202						43,595
End of period			$	28,089					$	27,174					$	28,089					$	27,174
Loyalty programs:
Beginning of period			$	16,788					$	15,255					$	15,736					$	11,379
Loyalty certificates redeemed and expired and other adjustments recognized to net sales			(7,974)						(9,025)						(24,034)						(19,929)
Deferred revenue for loyalty points issued			8,795						10,365						25,907						25,145
End of period			$	17,609					$	16,595					$	17,609					$	16,595

11

---

Table of Contents     

3. RELATED PARTY TRANSACTIONS

Schottenstein Affiliates

We have transactions with entities owned or controlled by Jay L. Schottenstein, the executive chairman of our Board of Directors, and members of his family ("Schottenstein Affiliates"). As of October 29, 2022, the Schottenstein Affiliates beneficially owned approximately 23% of the Company's outstanding common shares, representing approximately 58% of the combined voting power of the Company, consisting of, in the aggregate, 6.7 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 Schottenstein Affiliates. We also leased a fulfillment center from a Schottenstein Affiliate through September 2022 that was not renewed. During the three months ended October 29, 2022 and October 30, 2021, we recorded rent expense from leases with Schottenstein Affiliates of $2.3 million and $2.7 million, respectively. During the nine months ended October 29, 2022 and October 30, 2021, we recorded rent expense from leases with Schottenstein Affiliates of $7.3 million and $8.1 million, respectively. As of October 29, 2022, January 29, 2022, and October 30, 2021, we had related party current operating lease liabilities of $5.4 million, $6.3 million, and $7.1 million, respectively, and non-current operating lease liabilities of $11.5 million, $18.3 million, and $19.3 million, respectively.

Other Purchases and Services- For both the three months ended October 29, 2022 and October 30, 2021, we had other purchases and services we incurred from the Schottenstein Affiliates of $1.2 million. For both the nine months ended October 29, 2022 and October 30, 2021, we had other purchases and services we incurred from the Schottenstein Affiliates of $3.7 million.

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

Equity Method Investments

ABG-Camuto- We have a 40% interest in our equity investment in ABG-Camuto. We have a licensing agreement with ABG-Camuto, pursuant to which we pay royalties on the net sales of the brands managed by ABG-Camuto, subject to guaranteed minimums. For the three months ended October 29, 2022 and October 30, 2021, we recorded royalty expense for amounts paid to ABG-Camuto of $4.6 million and $4.4 million, respectively. For the nine months ended October 29, 2022 and October 30, 2021, we recorded royalty expense for amounts paid to ABG-Camuto of $13.7 million and $13.6 million, respectively. Amounts due to ABG-Camuto were immaterial for all periods presented.

Le Tigre- We have a 33.3% interest in our equity investment in Le Tigre. On July 1, 2022, we entered into a license agreement with Le Tigre whereby we pay royalties on our net sales from the Le Tigre brand, subject to guaranteed minimums. The license agreement provides for the exclusive right to design and produce Le Tigre branded footwear to be sold primarily through our DSW and The Shoe Company direct-to-consumer stores and e-commerce sites. Activity with Le Tigre during the nine months ended October 29, 2022 was immaterial.

4. EARNINGS PER SHARE

Basic earnings per share is based on net income 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.

12

---

Table of Contents     

The following is a reconciliation between basic and diluted weighted average shares outstanding, as used in the calculation of earnings per share:

			Three months ended												Nine months ended
(in thousands)			October 29, 2022						October 30, 2021						October 29, 2022						October 30, 2021
Weighted average basic shares outstanding			64,245						73,191						68,924						72,911
Dilutive effect of stock-based compensation awards			4,895						3,944						4,363						4,305
Weighted average diluted shares outstanding			69,140						77,135						73,287						77,216

For the three months ended October 29, 2022 and October 30, 2021, 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 2.7 million and 3.6 million, respectively. For the nine months ended October 29, 2022 and October 30, 2021, 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 2.8 million and 3.0 million, respectively.

5. STOCK-BASED COMPENSATION

Stock-based compensation expense consisted of the following:

			Three months ended												Nine months ended
(in thousands)			October 29, 2022						October 30, 2021						October 29, 2022						October 30, 2021
Stock options			$	—					$	130					$	101					$	515
Restricted and director stock units			6,364						5,151						22,226						18,131
			$	6,364					$	5,281					$	22,327					$	18,646

The following table summarizes the stock-based compensation award share activity for RSUs for the nine months ended October 29, 2022:

(in thousands)			Shares of Time-Based RSUs						Shares of Performance-Based RSUs
Outstanding - beginning of period			6,058						744
Granted			1,965						617
Vested			(1,235)						(174)
Forfeited			(232)						—
Outstanding - end of period			6,556						1,187

6. 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 exchanged for 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)			October 29, 2022												January 29, 2022												October 30, 2021
			Class A						Class B						Class A						Class B						Class A						Class B
Authorized shares			250,000						100,000						250,000						100,000						250,000						100,000
Issued shares			88,770						7,733						87,793						7,733						87,780						7,733
Outstanding shares			55,888						7,733						65,624						7,733						65,611						7,733
Treasury shares			32,882						—						22,169						—						22,169						—

13

---

Table of Contents     

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

Dividends- On November 17, 2022, the Board of Directors 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 28, 2022 to shareholders of record at the close of business on December 13, 2022, and is expected to be recorded against retained earnings.

Share Repurchases- On August 17, 2017, the Board of Directors authorized the repurchase of an additional $500 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 October 29, 2022, we repurchased 10.7 million Class A common shares at an aggregate cost of $147.5 million, with $187.4 million of Class A common shares that remain authorized under the program as of October 29, 2022. The share repurchase program may be suspended, modified or discontinued at any time, and we have no obligation to repurchase any amount of our common shares under the program. Shares will be repurchased in the open market at times and in amounts considered appropriate based on price and market conditions.

7. RECEIVABLES

Receivables, net, consisted of the following:

(in thousands)			October 29, 2022						January 29, 2022						October 30, 2021
Customer accounts receivables:
Serviced by third-party provider with guaranteed payment			$	53,304					$	27,827					$	51,574
Serviced by third-party provider without guaranteed payment			270						82						960
Serviced in-house			2,302						2,783						3,113
Income tax receivable			165,218						162,240						166,934
Other receivables			8,729						8,026						10,043
Total receivables			229,823						200,958						232,624
Allowance for doubtful accounts			(1,077)						(1,132)						(1,233)
			$	228,746					$	199,826					$	231,391

In November 2022, we received $120.3 million of our income tax receivable from the Internal Revenue Service as a result of the Coronavirus Aid, Relief, and Economic Security Act. We anticipate receiving the remaining income tax receivable within the next twelve months.

8. ACCRUED EXPENSES

Accrued expenses consisted of the following:

(in thousands)			October 29, 2022						January 29, 2022						October 30, 2021
Gift cards			$	28,089					$	36,783					$	27,174
Accrued compensation and related expenses			38,815						41,603						29,874
Accrued taxes			30,689						28,327						43,677
Loyalty programs deferred revenue			17,609						15,736						16,595
Sales returns, customer allowances and discounts			21,643						20,671						22,608
Other			77,060						72,692						71,089
			$	213,905					$	215,812					$	211,017

14

---

Table of Contents     

9. DEBT

Debt consisted of the following:

(in thousands)			October 29, 2022						January 29, 2022						October 30, 2021
ABL Revolver			$	415,467					$	—					$	—
Term Loan			—						231,250						234,375
Total debt			415,467						231,250						234,375
Less unamortized Term Loan debt issuance costs			—						(5,714)						(6,453)
Less current maturities of long-term debt			—						—						(62,500)
Long-term debt			$	415,467					$	225,536					$	165,422

ABL Revolver- On March 30, 2022, we replaced our previous senior secured asset-based revolving credit facility with our current senior secured asset-based revolving credit facility ("ABL Revolver"), which provides a revolving line of credit of up to $550.0 million, including a Canadian sub-limit of up to $55.0 million, a $75.0 million sub-limit for the issuance of letters of credit, a $55.0 million sub-limit for swing loan advances for U.S. borrowings, and a $5.5 million sub-limit for swing loan advances for Canadian borrowings. 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 October 29, 2022, the ABL Revolver had a borrowing base of $550.0 million, with $415.5 million in outstanding borrowings and $3.6 million in letters of credit issued, resulting in $130.9 million available for borrowings.

Borrowings 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 and subject to a floor of 0%) plus 0.5%, and (iii) the one-month Adjusted Term SOFR (as defined) 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, with an interest rate of 5.3% as of October 29, 2022. Commitment fees are based on the unused portion of the ABL Revolver. Interest expense related to the ABL Revolver includes interest on borrowings and letters of credit, commitment fees, and the amortization of debt issuance costs.

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 $41.3 million and 10.0% of the maximum borrowing amount. The ABL Revolver also contains customary covenants restricting our activities, including limitations on the 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 contains 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 under the ABL Revolver may be accelerated, outstanding letters of credit may be required to be cash collateralized, and remedies may be exercised against the collateral. As of October 29, 2022, we were in compliance with all financial covenants contained in the ABL Revolver.

Termination of Term Loan- On February 8, 2022, we settled in full the $231.3 million principal amount outstanding on that date under our senior secured term loan agreement ("Term Loan"). In connection with this settlement, we incurred a $12.7 million loss on extinguishment of debt, composed of a $6.9 million prepayment premium and a $5.7 million write-off of unamortized debt issuance costs.

10. 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.

15

---

Table of Contents     

Guarantee- We provide guarantees for lease obligations that are scheduled to expire in 2023 for locations that have been leased to third parties. If a third party does not pay the rent or vacates the premise, we may be required to make full rent payments to the landlord. As of October 29, 2022, the total future minimum lease payment requirements under these guarantees were approximately $11.2 million.

11. SEGMENT REPORTING

The following provides certain key financial data by segment reconciled to the condensed consolidated financial statements:

(in thousands)			U.S. Retail						Canada Retail						Brand Portfolio												Eliminations						Consolidated
Three months ended October 29, 2022
Net sales:
External customer sales			$	706,391					$	82,289					$	76,340											$	—					$	865,020
Intersegment sales			—						—						31,118												(31,118)						—
Total net sales			$	706,391					$	82,289					$	107,458											$	(31,118)					$	865,020
Gross profit			$	232,058					$	31,298					$	23,839											$	(1,376)					$	285,819
Income from equity investments			$	—					$	—					$	2,290											$	—					$	2,290
Three months ended October 30, 2021
Net sales:
External customer sales			$	709,608					$	74,792					$	69,067											$	—					$	853,467
Intersegment sales			—						—						34,852												(34,852)						—
Total net sales			$	709,608					$	74,792					$	103,919											$	(34,852)					$	853,467
Gross profit			$	258,059					$	28,588					$	32,329											$	(5,359)					$	313,617
Income from equity investment			$	—					$	—					$	2,600											$	—					$	2,600
Nine months ended October 29, 2022
Net sales:
External customer sales			$	2,143,199					$	216,888					$	194,795											$	—					$	2,554,882
Intersegment sales			—						—						76,470												(76,470)						—
Total net sales			$	2,143,199					$	216,888					$	271,265											$	(76,470)					$	2,554,882
Gross profit			$	716,268					$	81,145					$	59,975											$	(154)					$	857,234
Income from equity investments			$	—					$	—					$	6,670											$	—					$	6,670
Nine months ended October 30, 2021
Net sales:
External customer sales			$	2,053,359					$	172,981					$	147,617											$	—					$	2,373,957
Intersegment sales			—						—						64,258												(64,258)						—
Total net sales			$	2,053,359					$	172,981					$	211,875											$	(64,258)					$	2,373,957
Gross profit			$	708,065					$	58,191					$	52,788											$	(4,635)					$	814,409
Income from equity investment			$	—					$	—					$	6,598											$	—					$	6,598

16

---

Table of Contents

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 2022

For the third quarter of 2022, net sales increased 1.4% and comparable sales increased 3.0% over the same period last year. Net sales during the third quarter of 2022 from our Owned Brands increased 25.0% over the same period last year, with Owned Brands representing 26.5% of consolidated net sales as compared to 21.5% for the same period last year. The increase in net sales from our Owned Brands demonstrates progress towards our long-term plan of doubling net sales of our Owned Brands by 2026. Gross profit, operating profit, and net income for the third quarter of 2022 were lower when compared to the same period last year, which had record-setting results, as we were impacted by a more promotional retail environment as the industry experienced a shift from tighter inventory positions to excess inventory, resulting in us also being more promotional. In addition, we strategically increased our clearance assortment in order for us to attract customers who are more value oriented and this allows us to manage our inventory more effectively and proactively.

IMPACT OF THE COVID-19 PANDEMIC AND GLOBAL ECONOMIC CONDITIONS ON OUR RESULTS OF OPERATIONS

The COVID-19 pandemic continues to impact the global economy, including disrupted supply chain operations globally, temporary factory closures, labor shortages, vessel, container and other transportation shortages, and port congestion. Such disruptions have at times reduced the availability of inventory while at other times have caused excess inventory as the timing of inventory receipts has been disrupted. Disruptions may continue especially in geographic locations where government responses may result in mandated quarantines and closures of facilities and operations we depend on. Accordingly, it is not clear at this time how long and to what extent the pandemic will last and we cannot reasonably estimate the extent to which our business will continue to be affected by the COVID-19 pandemic.

In addition, other changes in economic conditions, most notably inflationary pressures (including increases in the cost of merchandise, transportation, and compensation), rising interest rates, significant foreign currency volatility, and the growing concerns of a potential recession, have also impacted consumer discretionary income levels and spending. In response to such pressures, as well as in an effort to reduce elevated inventory levels, many retailers have become increasingly more promotional in an attempt to offset traffic declines and increase conversion. The continuation of these trends could have a material adverse effect on our business or operating results.

We continue to assess the likelihood of realizing the benefits of our deferred tax assets by evaluating historical and projected future operating results, the reversal of existing temporary differences, taxable income in permitted carry back years, and the availability of tax planning strategies. In evaluating future taxable income, significant weight is given to positive and negative evidence that is objectively verifiable. As a result of the losses incurred in 2020 due to the impacts of the COVID-19 pandemic, we were in a three-year cumulative loss position in the U.S. as of October 29, 2022, which was significant objective negative evidence in considering whether U.S. deferred tax assets are realizable. Such objective evidence limits the ability to consider other subjective evidence, such as the projection of future taxable income. As of October 29, 2022, a valuation allowance has been maintained as a reserve on substantially all of our net deferred tax assets due to the uncertainty of realization of our loss carry forwards and other deferred tax assets. Given the continued realization of income since 2020 and projected future income, sufficient positive evidence may become available for the release of all or a portion of the valuation allowance within the next twelve months. Such a release would result in a material non-cash income tax benefit in our consolidated statement of operations in the period of release and the recording of additional deferred tax assets on our consolidated balance sheet. However, the exact timing and amount of the valuation allowance releases are subject to change based on the level of profitability achieved in future periods.

FINANCIAL SUMMARY AND OTHER KEY METRICS

For the three months ended October 29, 2022:

•Net sales increased to $865.0 million from $853.5 million for the three months ended October 30, 2021.

•Gross profit as a percentage of net sales was 33.0% compared to 36.7% for the same period last year.

•Net income was $45.2 million, or $0.65 per diluted share, which included after-tax charges of $2.0 million primarily related to impairment and termination costs partially offset by the change in valuation allowance on deferred tax assets of $1.1 million. Net income for the three months ended October 30, 2021 was $80.2 million, or $1.04 per diluted share, which included after-tax charges of $13.6 million, or $0.18 per diluted share, primarily related to the change in valuation allowance on deferred tax assets.

17

---

Table of Contents

Comparable Sales Performance Metric- The following table presents the change in comparable sales for each segment and in total:

			Three months ended
			October 29, 2022						October 30, 2021
Change in comparable sales:
U.S. Retail segment			1.1		%				43.9		%
Canada Retail segment			18.8		%				15.2		%
Brand Portfolio segment - direct-to-consumer channel			27.0		%				50.4		%
Total			3.0		%				40.8		%

We consider the change in comparable sales from the same previous year period, a primary metric commonly used throughout the retail industry, to be an important indicator of the performance of our retail and direct-to-consumer businesses. We include in our comparable sales metric stores in operation for at least 14 months at the beginning of the fiscal 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 stores temporarily closed as a result of the COVID-19 pandemic as management continues to believe that this metric is meaningful to monitor our performance. Comparable sales also include e-commerce sales. 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. Comparable sales for the Brand Portfolio segment include the direct-to-consumer e-commerce site www.vincecamuto.com. 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 October 29, 2022 and October 30, 2021, we had the following number of stores:

			October 29, 2022						October 30, 2021
U.S. Retail segment - DSW stores			504												515
Canada Retail segment:
The Shoe Company stores			113												117
DSW stores			25												27
			138												144
Total number of stores			642												659

18

---

Table of Contents

RESULTS OF OPERATIONS

THIRD QUARTER OF 2022 COMPARED WITH THIRD QUARTER OF 2021

(amounts in thousands, except per share amounts)			Three months ended
			October 29, 2022												October 30, 2021												Change
			Amount						% of Net Sales						Amount						% of Net Sales						Amount						%
Net sales			$	865,020					100.0		%				$	853,467					100.0		%				$	11,553					1.4		%
Cost of sales			(579,201)						(67.0)						(539,850)						(63.3)						(39,351)						7.3		%
Gross profit			285,819						33.0						313,617						36.7						(27,798)						(8.9)		%
Operating expenses			(222,232)						(25.7)						(211,909)						(24.8)						(10,323)						4.9		%
Income from equity investments			2,290						0.3						2,600						0.3						(310)						(11.9)		%
Impairment charges			(1,349)						(0.2)						—						—						(1,349)						NM
Operating profit			64,528						7.4						104,308						12.2						(39,780)						(38.1)		%
Interest expense, net			(4,826)						(0.5)						(7,706)						(0.9)						2,880						(37.4)		%
Non-operating income (expenses), net			(152)						—						172						—						(324)						NM
Income before income taxes			59,550						6.9						96,774						11.3						(37,224)						(38.5)		%
Income tax provision			(14,379)						(1.7)						(16,590)						(1.9)						2,211						(13.3)		%
Net income			$	45,171					5.2		%				$	80,184					9.4		%				$	(35,013)					(43.7)		%
Basic and diluted earnings per share:
Basic earnings per share			$	0.70											$	1.10											$	(0.40)					(36.4)		%
Diluted earnings per share			$	0.65											$	1.04											$	(0.39)					(37.5)		%
Weighted average shares used in per share calculations:
Basic shares			64,245												73,191												(8,946)						(12.2)		%
Diluted shares			69,140												77,135												(7,995)						(10.4)		%

NM - Not meaningful

Net Sales- The following summarizes net sales by segment:

			Three months ended
(dollars in thousands)			October 29, 2022												October 30, 2021												Change
			Amount						% of Segment Net Sales						Amount						% of Segment Net Sales						Amount						%						Comparable Sales
Segment net sales:
U.S. Retail			$	706,391					78.8		%				$	709,608					79.9		%				$	(3,217)					(0.5)		%				1.1		%
Canada Retail			82,289						9.2		%				74,792						8.4		%				7,497						10.0		%				18.8		%
Brand Portfolio			107,458						12.0		%				103,919						11.7		%				3,539						3.4		%				27.0		%
Total segment net sales			896,138						100.0		%				888,319						100.0		%				7,819						0.9		%				3.0		%
Elimination of intersegment net sales			(31,118)												(34,852)												3,734						(10.7)		%
Consolidated net sales			$	865,020											$	853,467											$	11,553					1.4		%

The improvement in net sales during the three months ended October 29, 2022 over the same period last year was primarily due to the increase in comparable sales across all segments, offset by store closures since the end of the third quarter of 2021. The decrease in net sales for the U.S. Retail segment was driven by store closures partially offset by the increase in comparable sales, which benefited from higher comparable transactions that more than offset lower comparable average unit retail prices. The increase in net sales for the Canada Retail segment was driven by the increase in comparable sales, which had higher comparable transactions and higher comparable average unit retail prices, partially offset by the unfavorable impact from

19

---

Table of Contents

foreign currency translation. The Brand Portfolio segment delivered increases in comparable sales for www.vincecamuto.com and wholesale sales, while commission income decreased.

Gross Profit- The following summarizes gross profit by segment:

			Three months ended
(dollars in thousands)			October 29, 2022												October 30, 2021												Change
			Amount						% of Segment Net Sales						Amount						% of Segment Net Sales						Amount						%						Basis Points
Segment gross profit:
U.S. Retail			$	232,058					32.9		%				$	258,059					36.4		%				$	(26,001)					(10.1)		%				(350)
Canada Retail			31,298						38.0		%				28,588						38.2		%				2,710						9.5		%				(20)
Brand Portfolio			23,839						22.2		%				32,329						31.1		%				(8,490)						(26.3)		%				(890)
Total segment gross profit			287,195						32.0		%				318,976						35.9		%				(31,781)						(10.0)		%				(390)
Net elimination of intersegment gross profit			(1,376)												(5,359)												3,983
Consolidated gross profit			$	285,819					33.0		%				$	313,617					36.7		%				$	(27,798)					(8.9)		%				(370)

The decrease in consolidated gross profit during the three months ended October 29, 2022 over the same period last year was impacted by a more promotional retail environment as the industry experienced a shift from tighter inventory positions to excess inventory, resulting in us being more promotional in both the U.S. Retail and the Brand Portfolio segments as well as our increase in freight costs. The decrease in the U.S. Retail segment gross profit was also impacted by strategically increasing our clearance assortment and moving our digital fulfillment activities from our Columbus location to our New Jersey location, which resulted in recognizing approximately $6.0 million of additional distribution costs, including accelerated depreciation and termination costs. The decrease in the Brand Portfolio segment gross profit was also impacted by lower commission income. As a result, consolidated gross profit as a percentage of consolidated net sales was down 370 basis points.

The net elimination of intersegment gross profit consisted of the following:

			Three months ended
(in thousands)			October 29, 2022						October 30, 2021
Recognition (elimination) of intersegment activity:
Net sales recognized by Brand Portfolio segment			$	(31,118)					$	(34,852)
Cost of sales:
Cost of sales recognized by Brand Portfolio segment			21,426						22,950
Recognition of intersegment gross profit for inventory previously purchased that was subsequently sold to external customers during the current period			8,316						6,543
			$	(1,376)					$	(5,359)

Operating Expenses- For the three months ended October 29, 2022, operating expenses increased by $10.3 million over the same period last year, primarily driven by an increase in store payroll and marketing expenses. Operating expenses as a percentage of sales were 25.7% compared to 24.8% in the same period last year.

Interest Expense, net- For the three months ended October 29, 2022, interest expense, net, decreased by $2.9 million over the same period last year, primarily due to the termination of the Term Loan in the first quarter of 2022, which had a higher interest rate than the ABL Revolver.

Income Taxes- For the three months ended October 29, 2022 and October 30, 2021, our effective tax rate was 24.1% and 17.1%, respectively. The rate for three months ended October 29, 2022 was impacted by permanent tax adjustments, primarily non-deductible compensation. The rate for the three months ended October 30, 2021 was the result of maintaining a full valuation allowance on deferred tax assets.

20

---

Table of Contents

NINE MONTHS OF 2022 COMPARED WITH NINE MONTHS OF 2021

(amounts in thousands, except per share amounts)			Nine months ended
			October 29, 2022												October 30, 2021												Change
			Amount						% of Net Sales						Amount						% of Net Sales						Amount						%
Net sales			$	2,554,882					100.0		%				$	2,373,957					100.0		%				$	180,925					7.6		%
Cost of sales			(1,697,648)						(66.4)						(1,559,548)						(65.7)						(138,100)						8.9		%
Gross profit			857,234						33.6						814,409						34.3						42,825						5.3		%
Operating expenses			(674,348)						(26.4)						(637,108)						(26.9)						(37,240)						5.8		%
Income from equity investments			6,670						0.3						6,598						0.3						72						1.1		%
Impairment charges			(4,237)						(0.2)						(1,174)						—						(3,063)						260.9		%
Operating profit			185,319						7.3						182,725						7.7						2,594						1.4		%
Interest expense, net			(10,530)						(0.4)						(24,592)						(1.0)						14,062						(57.2)		%
Loss on extinguishment of debt and write-off of debt issuance costs			(12,862)						(0.5)						—						—						(12,862)						NM
Non-operating income (expenses), net			(109)						—						734						—						(843)						NM
Income before income taxes			161,818						6.4						158,867						6.7						2,951						1.9		%
Income tax provision			(44,252)						(1.7)						(18,797)						(0.8)						(25,455)						135.4		%
Net income			$	117,566					4.7		%				$	140,070					5.9		%				$	(22,504)					(16.1)		%
Basic and diluted earnings per share:
Basic earnings per share			$	1.71											$	1.92											$	(0.21)					(10.9)		%
Diluted earnings per share			$	1.60											$	1.81											$	(0.21)					(11.6)		%
Weighted average shares used in per share calculations:
Basic shares			68,924												72,911												(3,987)						(5.5)		%
Diluted shares			73,287												77,216												(3,929)						(5.1)		%

NM - Not meaningful

Net Sales- The following summarizes net sales by segment:

			Nine months ended
(dollars in thousands)			October 29, 2022												October 30, 2021									Change
			Amount						% of Segment Net Sales						Amount			% of Segment Net Sales						Amount						%						Comparable Sales
Segment net sales:
U.S. Retail			$	2,143,199					81.5%						$	2,053,359		84.2%						$	89,840					4.4		%				5.5		%
Canada Retail			216,888						8.2%						172,981			7.1%						43,907						25.4		%				33.5		%
Brand Portfolio			271,265						10.3%						211,875			8.7%						59,390						28.0		%				29.6		%
Total segment net sales			2,631,352						100%						2,438,215			100.0%						193,137						7.9		%				7.8		%
Elimination of intersegment net sales			(76,470)												(64,258)									(12,212)						19.0		%
Consolidated net sales			$	2,554,882											$	2,373,957								$	180,925					7.6		%

The improvement in sales during the nine months ended October 29, 2022 over the same period last year was primarily due to the increase in comparable sales across all segments, primarily driven by the fact that during the nine months ended October 30, 2021, the prolonged COVID-19 pandemic resulted in significantly reduced store traffic in the U.S. Retail and Canada Retail segments with the Canada Retail segment also impacted by mandated closures and restrictions in certain key markets. In addition, wholesale sales in the Brand Portfolio segment were higher during the nine months ended October 29, 2022 as compared to the same period last year due to increased orders as our retailer customers continue to recover. These increases

21

---

Table of Contents

were partially offset by the impact of store closures since the end of the third quarter of 2021 and the unfavorable impact from foreign currency translation of the Canada Retail segment net sales.

Gross Profit- The following summarizes gross profit by segment:

			Nine months ended
(dollars in thousands)			October 29, 2022												October 30, 2021												Change
			Amount						% of Segment Net Sales						Amount						% of Segment Net Sales						Amount						%						Basis Points
Segment gross profit:
U.S. Retail			$	716,268					33.4		%				$	708,065					34.5		%				$	8,203					1.2		%				(110)
Canada Retail			81,145						37.4		%				58,191						33.6		%				22,954						39.4		%				380
Brand Portfolio			59,975						22.1		%				52,788						24.9		%				7,187						13.6		%				(280)
Total segment gross profit			857,388						32.6		%				819,044						33.6		%				38,344						4.7		%				(100)
Net elimination of intersegment gross profit			(154)												(4,635)												4,481
Consolidated gross profit			$	857,234					33.6		%				$	814,409					34.3		%				$	42,825					5.3		%				(70)

The increase in consolidated gross profit was primarily driven by increased sales during the nine months ended October 29, 2022 over the same period last year, partially offset by higher freight and distribution costs as well as a shift towards being more promotional in the U.S. Retail and Brand Portfolio segments during the third quarter of 2022. Higher distribution costs within the U.S. Retail segment were primarily driven by moving our digital fulfillment activities from our Columbus location to our New Jersey location, which resulted in recognizing approximately $16.0 million of additional distribution costs, including accelerated depreciation and termination costs. As a result, consolidated gross profit as a percentage of consolidated net sales was down 70 basis points.

The net elimination of intersegment profit consisted of the following:

			Nine months ended
(in thousands)			October 29, 2022						October 30, 2021
Recognition (elimination) of intersegment activity:
Net sales recognized by Brand Portfolio segment			$	(76,470)					$	(64,258)
Cost of sales:
Cost of sales recognized by Brand Portfolio segment			52,149						43,592
Recognition of intersegment gross profit for inventory previously purchased that was subsequently sold to external customers during the current period			24,167						16,031
			$	(154)					$	(4,635)

Operating Expenses- For the nine months ended October 29, 2022, operating expenses increased by $37.2 million over the same period last year, primarily driven by an increase in store payroll and marketing expenses. Operating expenses as a percentage of sales improved to 26.4% compared to 26.9% in the same period last year, due to the improvement in net sales year over year as we leveraged our fixed costs.

Impairment Charges- During the nine months ended October 29, 2022, we recorded impairment charges of $4.2 million, primarily in the Brand Portfolio segment resulting from subleases of abandoned leased spaces. During the nine months ended October 30, 2021, we recorded an impairment charge of $1.2 million in the U.S. Retail segment for abandoned equipment we replaced.

Interest Expense, net- For the nine months ended October 29, 2022, interest expense, net, decreased by $14.1 million over the same period last year, primarily due to the termination of the Term Loan in the first quarter of 2022, which had a higher interest rate than the ABL Revolver.

Loss on extinguishment of debt and write-off of debt issuance costs- In connection with the settlement of our Term Loan on February 8, 2022, during the nine months ended October 29, 2022 we incurred a $12.7 million loss on extinguishment of debt, composed of a $6.9 million prepayment premium and a $5.7 million write-off of unamortized debt issuance costs. As a result of

22

---

Table of Contents

the replacement of the ABL Revolver during the nine months ended October 29, 2022, we also wrote-off $0.2 million of debt issuance costs.

Income Taxes- For the nine months ended October 29, 2022 and October 30, 2021, our effective tax rate was 27.3% and 11.8%, respectively. The rate for the nine months ended October 29, 2022 was impacted by permanent tax adjustments, primarily non-deductible compensation. The rate for the nine months ended October 30, 2021 was the result of maintaining a full valuation allowance on deferred tax assets while also recording net discrete tax benefits, primarily as a result of adjustments to our estimated fiscal 2020 return reflecting implemented tax strategies.

SEASONALITY

Our business consists of two principal selling seasons; the spring season, which includes the first and second fiscal quarters, and the fall season, which includes the third and fourth fiscal quarters. Generally, net sales in the fall season have been slightly higher than the spring season. Our seasonal results of operations may fluctuate based on global economic conditions, the change in weather conditions, and our customers' interest in new seasonal styles. Due to the COVID-19 pandemic, we did not experience the typical seasonal trends during 2021 given the changes in customer behavior.

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, and capital expenditures. Our working capital and inventory levels fluctuate seasonally. During the nine months ended October 29, 2022, we repurchased 10.7 million Class A common shares at an aggregate cost of $147.5 million, with $187.4 million of Class A common shares that remain authorized under the program as of October 29, 2022. During the nine months ended October 30, 2021, we did not repurchase any Class A common shares. In November 2022, we received $120.3 million of our income tax receivable from the Internal Revenue Service as a result of the Coronavirus Aid, Relief, and Economic Security Act. We anticipate receiving the remaining income tax receivable within the next twelve months.

We are committed to a cash management strategy that maintains liquidity to adequately support the operation of the business and withstand unanticipated business volatility, including any ongoing impacts of the COVID-19 pandemic. We believe that cash generated from our operations, together with our current levels of cash, as well as the use of our ABL Revolver, are sufficient to maintain our ongoing operations, support seasonal working capital requirements, fund capital expenditures, and repurchase common shares under our share repurchase program 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)			October 29, 2022						October 30, 2021						Change
Net cash provided by operating activities			$	37,940					$	164,294					$	(126,354)
Net cash used in investing activities			(56,009)						(22,061)						(33,948)
Net cash provided by (used in) financing activities			9,246						(117,863)						127,109
Effect of exchange rate changes on cash balances			(1,361)						664						(2,025)
Net increase (decrease) in cash, cash equivalents and restricted cash			$	(10,184)					$	25,034					$	(35,218)

OPERATING CASH FLOWS

The decrease in net cash provided by operations was driven by higher spend on working capital due to earlier receipts and vendor payments this year compared to last year as we experienced continued impacts of the COVID-19 pandemic with shipping delays and extended vendor payment terms. This higher spend on working capital was partially offset by an increase in net income for the nine months ended October 29, 2022 over the same period last year, after adjusting for non-cash activity including the loss from extinguishment of debt and write-off of debt issuance costs, depreciation and amortization, impairment charges, and stock-based compensation expense.

23

---

Table of Contents

INVESTING CASH FLOWS

For the nine months ended October 29, 2022, net cash used in investing activities was primarily due to capital expenditures relating to infrastructure and information technology ("IT") projects and store improvements as well as our investment in Le Tigre. During the nine months ended October 30, 2021, the net cash used in investing activities was due to capital expenditures relating to IT projects and store improvements. Capital expenditures for the nine months ended October 29, 2022 exceeded the capital expenditures for the same period last year as we continue to invest in our initiatives centered on our three pillars of Customer, Brand, and Speed.

FINANCING CASH FLOWS

For the nine months ended October 29, 2022, net cash provided by financing activities was due to net receipts of $415.5 million from our revolving lines of credit, partially offset by the payments of $238.2 million due to the settlement of the Term Loan, the repurchase of 10.7 million Class A common shares at an aggregate cost of $147.5 million, and the payment of dividends of $10.3 million. During the nine months ended October 30, 2021, net cash used in financing activities was due to net payments of $100.0 million on our revolving lines of credit and payments on the Term Loan of $9.4 million.

DEBT

ABL Revolver- On March 30, 2022, we replaced our previous senior secured asset-based revolving credit facility with our current ABL Revolver, which provides a revolving line of credit of up to $550.0 million, including a Canadian sub-limit of up to $55.0 million, a $75.0 million sub-limit for the issuance of letters of credit, a $55.0 million sub-limit for swing loan advances for U.S. borrowings, and a $5.5 million sub-limit for swing loan advances for Canadian borrowings. 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 October 29, 2022, the ABL Revolver had a borrowing base of $550.0 million, with $415.5 million in outstanding borrowings and $3.6 million in letters of credit issued, resulting in $130.9 million available for borrowings.

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 $41.3 million and 10.0% of the maximum borrowing amount. The ABL Revolver also contains customary covenants restricting our activities, including limitations on the 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 October 29, 2022, we were in compliance with all financial covenants contained in the ABL Revolver.

Termination of Term Loan - On February 8, 2022, we settled in full the $231.3 million principal amount outstanding on that date under our Term Loan. In connection with this settlement, we incurred a $12.7 million loss on extinguishment of debt, composed of a $6.9 million prepayment premium and a $5.7 million write-off of unamortized debt issuance costs.

Refer to Note 9, Debt, of the Condensed Consolidated Financial Statements of this Form 10-Q for further information about our debt arrangements.

CAPITAL EXPENDITURE PLANS

We expect to spend approximately $55.0 million to $65.0 million for capital expenditures in 2022, of which we invested $41.9 million during the nine months ended October 29, 2022. 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

There are no recent accounting pronouncements that are expected to have a material impact to our consolidated financial statements when adopted.

24

---

Table of Contents

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 2021 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 2021 Form 10-K.

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 10, Commitments and Contingencies - Legal Proceedings, of the Condensed Consolidated Financial Statements in 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 2021 Form 10-K.

25

---

Table of Contents

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

SHARE REPURCHASE PROGRAM

On August 17, 2017, the Board of Directors authorized the repurchase of an additional $500 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 common shares under the 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 October 29, 2022:

(in thousands, except per share amounts)			(a) Total Number of Shares Purchased(1)						(b) Average Price Paid Per Share(2)						(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
July 31, 2022 to August 27, 2022			307						$	14.41					306						$	202,044
August 28, 2022 to October 1, 2022			444						$	15.84					224						$	198,689
October 2, 2022 to October 29, 2022			761						$	14.89					758						$	187,386
Total			1,512						$	14.79					1,288

(1)     The total number of shares repurchased includes the shares repurchased as part of publicly announced programs and 223,987 shares withheld in connection with tax payments due upon vesting of employee restricted stock awards.

(2)    The average price paid per share includes broker commissions paid.

DIVIDENDS

The payment of any future dividends is at the discretion of our Board of Directors 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 17, 2022, the Board of Directors 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 28, 2022 to shareholders of record at the close of business on December 13, 2022, and is expected to be recorded against retained earnings.

RESTRICTIONS

The ABL Revolver contains 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

None.

26

---

Table of Contents

ITEM 6. EXHIBITS

												Incorporated by Reference
Exhibit Number						Exhibit Description						Form						File No.						Date of Filing						Exhibit Number
10.1						Amended and Restated Nonqualified Deferred Compensation Plan						-						-						-						-
31.1*						Rule 13a-14(a)/15d-14(a) Certification - Principal Executive Officer.						-						-						-						-
31.2*						Rule 13a-14(a)/15d-14(a) Certification - Principal Financial Officer.						-						-						-						-
32.1**						Section 1350 Certification - Principal Executive Officer.						-						-						-						-
32.2**						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 October 29, 2022, 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 Condensed the Consolidated Financial Statements.						-						-						-						-
104*						Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101.						-						-						-						-

*    Filed herewith

**    Furnished herewith     

27

---

Table of Contents

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 1, 2022

By:

/s/ Jared Poff

Jared Poff

Executive Vice President and Chief Financial Officer

(Principal Financial Officer and duly authorized officer)

28